1999-094
FILE REFERENCE FORM
99-094
x
Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(s) Date Initials
Amended by Ordinance No. 2005-156 06/07/05 JR
AN ORDINANCE AMENDING ORDINANCE NOS 88-189 AND 95-191 AND CHAPTER 8
OF THE CODE OF ORDINANCES, WHICH RESPECTIVELY GRANTED A FRANCHISE
TO SAMMONS COMMUNICATIONS, INC AND AUTHORIZED THE TRANSFER OF
THAT FRANCHISE TO MARCUS CABLE ASSOCIATES, L P, GRANTING CONSENT TO
THE ASSIGNMENT AND TRANSFER OF CONTROL OF A CABLE TELEVISION SYS-
TEM AND FRANCHISE FROM MARCUS CABLE ASSOCIATES, L L C TO PAUL G AL-
LEN, AND APPROVING AN ACCEPTANCE AGREEMENT AND AN AGREEMENT IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS ORDINANCE, PRO-
VIDING FOR A SAVINGS CLAUSE, PROVIDING FOR PUBLICATION, PROVIDING FOR
THE EFFECT OF THIS ORDINANCE UPON OTHER ORDINANCES AND RESOLUTIONS,
AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Denton granted a cable television franchise to Sammons Com-
munmatlons, Inc ("Sammons") pursuant to Ordinance No 88-189 passed by the City Council on
November 5, 1988 and duly accepted by Sammons which incorporates the provisions of Chapter
8 "Cable Television" of the Code of Ordinances of the City of Denton, and
WHEREAS, the City's Ordmance No 95-191 consented to the transfer and assignment
of the Franchise and the cable television system in the City from Sammons to Marcus Cable As-
sociates, L P subject to the terms and eonchtlons set forth in the Ordinance and in an Acceptance
Agreement dated September 12, 1995 (Orchnance Nos 88-189 and 95-191 and the Acceptance
Agreement of September 12, 1995 are hereinafter referred to collectively as the "Franchise"),
and
WHEREAS, performance of the obligations of the Franchise by Marcus Cable Associ-
ates, L P was unconditionally guaranteed by Marcus Cable Operating Company, L P, Marcus
Cable Company, L P and Marcus Cable Properties, L P, and
WHEREAS, Marcus Cable Associates, L P has converted to a Delaware llunted liability
company named Marcus Cable Associates, L L C, which is the current grantee under the Fran-
chise, and
WHEREAS, the other Marcus entities that are guarantors of the performance of the Fran-
ctnse have also converted to Delaware hmlted liability companies respectively named Marcus
Cable Operating Company, L L C ("MCOC"), Marcus Cable Company, L L C ("MCC") and
Marcus Cable Properties, L L C ("MCPLLC"), and
WHEREAS, Marcus Cable Associates, L L C is a wholly owned subsidiary of MCOC
which is in turn a wholly owned subsidiary of MCC, and
WHEREAS, Charter Commamcatlons Holdings, L L C, a Delaware hmlted liability
company ("CC Holdings") is or will be the sole owner of MCC, and
WHEREAS, CC Holdmgs is or will be wholly owned by the following entities
MCPLLC, Vulcan Cable, Inc, a Waslungton corporation ("Vulcan"), Vulcan Cable II, Inc, a
Washington corporation ("Vulcan II"), and Charter Commtmlcatlons, Inc ("Charter"), and
WHEREAS, MCPLLC Is owned 74 36% by Marcus Cable Properties, Inc, a Delaware
corporation ("MCP Inc ") and 25 64% by Vulcan, and
WHEREAS, Paul G Allen is the sole owner of MCP Inc, Vulcan and Vulcan II and
owns 93 25% of Charter, and Allen thereby controls Marcus Cable Associates, L L C, the
grantee under the Franchise, and
WHEREAS, Vulcan as the Manager of MCC pursuant to F~rst Amendment to Operating
Agreement dated as of August 25, 1998, and
Wi-IEREAS, Charter is managing Marcus Cable Associates, L L C pursuant to a Man-
agement Consulting Agreement dated as of October 6, 1998, and
WHEREAS, the ownership and control structure as ~t will ex~st after the transfer of con-
trol is shown m Exlulut A, and
WHEREAS, the transfer of control of Marcus Cable Associates, L L C to Allen, the re-
struetunng of the Marcus and Charter cable businesses, and the management of Marcus Cable
Associates, L L C by Charter are hereinafter referred to collectively as the "Transaction", and
WHEREAS, MCPLLC and Vulcan submitted an Apphcatlon for Franeluse Authority
Consent on FCC Form 394 provldmg certam anformat~on with respect to the parties and the pro-
posed transfer in accordance with Section 8-62 of the Code of Ordmances of the City of Denton,
and the Caty has jomed with a number of other eltles in the Dallas/Fort Worth regmn served by
Marcus Cable Associates, L L C to lure the law finn of Vamum, R~ddenng, Schmldt & Howlett
L L P to ~examme and evaluate the transfer and to represent the c~ties an negotiations with Paul
G Allen and Marcus Cable Associates, L L C regarding the transfer, and
WHEREAS, MCPLLC, Charter and Vulcan submitted additional information and docu-
ments relatmg to the Transaction and its effect on the prowsaon of cable telews~on service within
the City in response to requests of the City, and
WHEREAS, the C~ty is relymg upon the foregoing information and documents in acting
upon the Application for Franclus~ng Authonty Consent, and
WHEREAS, the City Council, relymg on the recommendation of Varnum, Raddenng, Sehm~dt &
Howlett, L L P and the City staff, m accordance with Section 8-62 of the Code of Ordanances
and apphcable federal laws and regulations, has exammed Paul G Allen's financial capaluht~es,
legal qualifications, general character qualifications, and techmcal ability to meet community
needs for cable telewslon service and to comply with the provisxon of the Franchise, the current
Pole Lea~e and Cable Duct Use Agreements, the conditions ~mposed by tins ordinance, and with
all applicable local, state, and federal laws and regulations, and
P~e2
WHEREAS, the City intends to consent to the Transaction, subject to acceptance by
Marcus Cable Associates, L L C, MCP Inc, CC Holdings, Charter, Vulcan and Vulcan II of the
terms and conditions set forth herein, having determined that such consent is in the best interest
of and consistent with the public necessity and convenience of the City, NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I. That the City Council hereby consents to the Transaction, including the
transfer of control of the Franchise and the cable television system from Marcus Cable Associ-
ates, L L C to Paul G Allen, subject to execution by Marcus Cable Associates, L L C, MCP
Inc, CC Holdings, Charter, Vulcan and Vulcan II of an Acceptance Agreement in the form at-
tached hereto and incorporated hereto as Exinbit 1, and subject to execution by Paul G Allen of
an Agreement m the form attached hereto and ~ncorporated herein as Exhibit 2
SECTION II. That the City Council hereby consents to and approves Marcus Cable As-
sociates, L L C's continued operation under the terms and conditions of those certmn Pole Lease
and Cable Duct Use Agreements, attached hereto and incorporated herein as Exinb~ts 3 and 4 for
the remaining terms of these agreements
SECTION III That to the extent that tins ordinance or the attached Acceptance Agree-
ment and Agreement modify any of the terms and conditions of Orthnance No 88-189 and Ordi-
nance No 95-191 and Chapter 8 of the Code of Ordinances of the City of Denton, stud ordi-
nances and Chapter 8 of the Code of Ordinances are hereby amended Save and except as hereby
amended, the remmmng sections, sentences, paragraphs, and provisions of Ordinance Nos 88-
189 and 95-191 and Chapter 8 of the Code of Ordinances shall remtun unchanged and in full
fome and effect
SECTION IV. That ~n accordance with Section 13 02 of the C~ty Charter, tins orthnance
shall become effective twenty-one days alter final approval, if, after that date, Vulcan and Char-
ter shall have their written acceptance of this ordinance by signing as prowded below, and pro-
vided that, after final approval and before expiration of twenty-one days, the full text of this or-
dinance shall be published once each week for two consecutive weeks in the official newspaper
of the City, the entire expense of winch shall be borne by Vulcan, Vulcan II, and Charter The
City Secretary is hereby directed to publish the full text of this ordinance in such official news-
paper of the City once each week for two consecutive weeks immediately following the passage
of this ordinance on second reading
SECTION V. That Vulcan Cable, Inc, Vulcan Cable II, Inc, Charter Communications,
Inc, and Charter Commumcatlons Holdings, L L C for themselves, their successors and assigns
shall accept tins ordinance including the attached exhibits and agree to be bound by all of its
terms and conditions by executing the paragraph entitled "Acceptance" on page 4 of this ordi-
nance
SECTION VI. That this ordinance shall be in full force and effect from and after its pas-
sage, pubheatlon and written acceptance as above specffied, prowded however, that this ordi-
nance shall expire and be of no further force and effect on October 31, 1999 ffthe entire Trans-
action has not been consummated by that date
Page 3
PASSED AND APPROVED thls the"~" '~ ?~..,,j)/i~.~ day oft~tl~ ,/~2.~,~_, 1999
JAC~
ATTESTI
JENNIFER WALTERS, CITY SECRETARY
/J
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
ACCEPTANCE By the mgnature hereunder, Vulcan Cable, Inc, Vulcan Cable II, Inc, Charter
Commumcatlons, Inc, and Charter Communications Holdings, L L C, the transferee and
grantee, hereby represent that the officers s, gnmg below are fully authonzed to bind the under-
mgned co~poratlons, and their mgnatures hereon constitute an acceptance and the unders, gned
bumness ent~t, es' agreement to fully comply and abide by the terms and conditions of tlus Ordi-
nance, Orthnance Nos 88-189 and 95-191 as amended hereby, the attached Acceptance Agree-
ment and Pole Lease Agreement, the prowmons of Chapter 8 of the Code of Ordinances of the
City of Denton, Artmle XIII "Francluses" of the City Charter, and all other apphcable laws and
regulations
VULCAN CABLE, INC
oushee
Title nt gacratarv
DateofExecutmn March 23~ 1999
Page 4
VULCAN CABLE II, INC
BY,
hee
Dat¢ofExocutlon March 23, 1999
CHARTER COMMUNICATIONS, 1NC
llum ?oushee
V~¢a .......... & ...... Counse
Law & Regulatory Affaxrs
Date of Execution March 23: I qqq
CHARTER COMMUNICATIONS
HOLDINGS, INC
T~tle M C leste Vossmeyer
....... Relatxons
DateofExecut~on u~,-~h 93~ lq99
Page 5
EXHIBIT 1
DENTON
ACCEPTANCE OF TERMS
AND CONDITIONS TO TRANSFER OF CONTROL OF A
CABLE TELEVISION SYSTEM AND FRANCHISE
("ACCEPTANCE AGREEMENT")
dated as of.~,_~L, 1999 relates to a cable television
This
Acceptance
Agreement
franehme granted by the Caty of Denton ("Caty")'" z:A~J~tn Ordinance No 88-189, as amended by
Ordanance No 95-191 and an Acceptance Agreement dated September 12, 1995 The
foregoang Ordinances and the 1995 Acceptance Agreement are hereinafter referred to
collectively as the "Franctuse" Marcus Cable Assocmtes, L L C, formerly Marcus Cable
Assocmtes, L P, m the current grantee under the Franehme and m referred to herren as
"Company"
Company is a wholly owned submchary of Marcus Cable Operating Company, L L C
Marcus Cable Operating Company, L L C m a wholly owned submdmry of Marcus Cable
Company, L L C Marcus Cable Company, L L C ~s m turn wholly owned, directly or
indirectly, by Marcus Cable Prope~es, Inc ("MCP") and Vulcan Cable, Inc, a Washington
corporation ("Vulcan") MCP and Vulcan are wholly owned by Paul G Allen ("Allen")
The follownng matters are the subject of this Acceptance Agreement
· Vulcan will become the Manager of Marcus Cable Company, L L C pursuant
to Farst Amendment to Operating Agreement dated August 25, 1998
· Allen has aeqmred 93 25% ownershap of Charter Communications, Inc,
("Charter"), a Delaware corporation that mdlreetly owns all of the Charter
cable televlmon operating entrees Charter has been conducting the day-to-day
operations of Company pursuant to a Management Consulting Agreement
dated as of October 6, 1998
· Charter Commumeations Holdings, L L C ("CC Holdangs"), a Delaware
hmated hablhty company, owns or wall own 100% of Marcus Cable Company,
which wall continue to own 100% of Marcus Cable Operating Company,
L L C, which m turn owns 100% of Company and 100% of all other Marcus
cable televmlon operating entities CC Holdings will also have ~ndlrect 100%
ownershap of all Charter cable telewmon operating entities
· CC Holdings will be 100% owned d~rectly or ~nd~rectly by MCP, Vulcan,
Charter and Vulcan Cable II, Inc ("Vulcan II"), a Washington corporation
Allen owns 100% of Vulcan II m addition to h~s ownership of 100% of MCP
and Vulcan and 93 25% of Charter
Vulcan, Vulcan II, Charter, CC Holdings, MCP and Marcus Cable Associates, L L C
make this agreement for the purpose of accepting an Ordinance of the Caty eonsenttng to the
transfer of control of the franchise to Allen and the restructunng set forth above, ~nelud~ng
management of Company by Charter
The structure of ownership and control as ~t will exist after the transfer of control and
the restmctunng is set forth in Exhibit A attached hereto The transfer of control of
Company to Allen and the foregoing restmctunng, including Charter's management of
Company, are referred to collectively herein as the Transaction
1 ~ The prormses, covenants, and conditions contained here~n
Inure to the benefit of the City and are binding on MCP, Charter, Vulcan,
Vulcan II, CC Holdings and Company
2 ~ CC Holdings, MCP, Charter and Vulcan acknowledge that
the transfer of control and restmctunng are expressly subordinate to and will
not affect the blnchng nature of the Franchise and the obhgatlons provided
thereto, and that the consent of the City to the Transaction does not conmtute
a wmver or release of any rights of the C~ty
3 Reliance Company, CC Holdings, MCP, Charter and Vulcan acknowledge
that the City has consented to the Transaction in reliance upon the
representatmns, documents and information prowded by Company, Charter
and Vulcan, all of wluch are incorporated herein by reference
4 ~ Company will comply w~th the customer servme and
consumer protection prov~mons set forth ~n Exhlba B
5 Prior Defaults Company, MCP, Charter, Vulcan and CC Holdings agree that
they will not contend d~rectly or indirectly that any defaults or failures to
comply w~th the franchise or other matters set forth in 47 USC § 546(c)(1)(A)
(Commumcatmns Act of 1934, Sectton 626(c)(1)(A) (eollectxvely "Defaults")
occumng prior to the Transaction are wmved, ~ncludlng but not hmlted to the
following
5 1 The ability of the C~ty to obtain redress for prior Defaults, such as
recovery of any underpayment of franchise fees or obtain refunds for
periods prior to the Transaction
5 2 The ability of the City to enforce in the future any Franchise terms
which may not have been enforced ~n the past
5 3 The ability of the City tO consider Defaults occumng prior to the
Transaction m connection w~th any renewal or nonrenewal of the
Franchise
5 4 This Section 5 is without prejudice to Company, MCP, Vulcan or CC
Holdings contending that the default or failure to comply has been
cured
6 Valldl[y of Franchise. Charter, MCP, CC Hol&ngs and Vulcan accept and
agree to be bound by the terms and conditions of the City Charter, the
Franchise and all ordinances applicable to Company's operations after the
transfer Charter, MCP, CC Holdings, Vulcan and Company do not contend
that any provision of the Franchise is unlawful or unenforceable, nor are they
aware of any ordinance or any provision in the City Charter which they
contend is unlawful or unenforceable The City acknowledges that the
Franchise is in full force and effect
7 Franchise for Cable Only Company, MCP, CC Holdings, Charter and Vulcan
acknowledge that the Franchise is granted solely for the provision of Cable
Service including services described in Section 12
8 Service and Equipment for Public Facilities
8 1 Following the transfer of control, Charter, MCP, CC Holdings and
Vulcan will cause Company to continue to provide the same
installations and service without charge to public facilities being
provided at the present time, but in all events no less than is required by
the Franchise, this Acceptance Agreement or any applicable city
ordinance
3
9. Access to Records The records and reports of the franchise grantee which are
to be submitted to the City or otherwise made available for the City (such as
for inspection by the City) pursuant to the Franchise or other ordinance or
charter provisions of the City shall include records maintained by Charter,
Vulcan, CC Holdings and their Affiliates to the extent necessary for the City
to ahscharge its responslblht~es under the Franchise, FCC rules or state or local
law, or to insure compliance w~th the Franchise or this Acceptance Agreement
10 Transaction Transparent to Rates CC Hol&ngs, Charter, MCP, Company and
Vulcan acknowledge that unless expressly provided elsewhere in this
Acceptance Agreement (a) the transfer, the consent process, the City's action
grantmg consent, and this Acceptance Agreement and the terms hereof (other
than Seetmn 18 2 ) do not provide any basis for increasing the amounts paid
by subscribers through cost pass-through as so-called "external costs" or as
new franchise requirements, (b) the consent process, action, and this
Acceptance Agreement do not provide any basis for increasing the amounts
paid by subscribers m any other manner, and (c) Company will not separately
itemize costs or francluse requirements ansmg from this Acceptance
Agreement on subscriber bills
11 Revlew of Purchase Price Section 8-62(0 of the Cable Television Ordinance
contains provisions relating to review by the City of the price paid for the
cable system and the impact of that price on future rotes In light of the
present hmitat~ons and uncertain future of rate regulation, the parties have
agreed not to address the ~nterpretatton, apphcatton and enforceability of these
provisions in the consent process All such matters may be raised and decided
m the future MCP, Charter and Vulcan agree that the City has not wmved any
claims or rights it may have m that connection by fathng to pursue them in the
transfer approval process and the City acknowledges that MCP, Charter and
Vulcan have not wmved any rights in that connection
12 Cob|e Modem. High-Speed Data and Internet Servmes The Federal
Telecommumcat~ons Act of 1996 modified the defimt~on of"cable services"
in the Federal Cable Act (Title VI of the Communications Act of 1934, 47
USC Section 115 and following) The change addresses cable companies'
ability to provide Enhanced, Advanced Cable Services over a Cable System
as a cable service (and not as a telephone service, with accompanying
telephone regulation ) The Franchise predates and does not reflect this
4
legtslat~ve change Company tntends to provtde Enhanced, Advanced Cable
Servtces where econommally feasible
12 1 To remove any uncertatnty on Company' authority to provtde
Enhanced, Advanced Cable Serwces the pames agree that Company
has the authority to provide Enhanced, Advanced Cable Services under
the Franchise and that the revenues therefrom shall be included tn gross
revenues for the purpose of computing and paying cable franchtse fees
12 2 If Company provides any Enhanced, Advanced Cable Servmes to
restdent~al subscribers wtthtn the City, then without any mitlal or
ongoing charge tt shall provtde the Ctty cable modems and assocmted
access to the Interact wtth a speed of up to 250 kbs Such modems and
servme shall be promded to each C~ty hbrary located wtth~n Ctty and
to three (3) additional locations speeffied by the C~ty in City buildings
13 Sy~[em Up_made. If Company has scheduled an upgrade of Company's
facfltt~es tn the C~ty that has not yet been completed, the esttmated completion
date ~s shown on Schedule 13 Company, CC Holdings, MCP, Charter and
Vulcan agree that the Transaction will not adversely affect the scope or t~mIng
of the upgrade
14 Continm_ty of Manaeement Company, CC Holchngs, MCP, Charter and
Vulcan acknowledge that (a) at the time of submission of the Form 394
subscribers restdlng tn the City were expenenmng serious and on-going
defietenetes tn servtee, (b) the provtstons of Exhtb~t B are tn response to these
problems, and (c) the Ctty ~s approving the Transaction and the transfer of
control m reliance on the actions taken by Allen and Charter in the interim to
improve customer servtce and tn the expectation of contlnmty of Charter's
management to assure that the problems will not recur Allen and Charter
have informed the C~ty that they intend to keep the present Charter
management team m place Until the Transaction is completed, Charter will
continue to manage Company and the cable television system in the C~ty
15 Frequency of Rate Increases Company will not file a submission to ~ncrease
1ts rates for basic cable servme, eqmpment, or servme calls regulated by the
C~ty more than once in each calendar year
16 Other Matters
16 1 Conflmt In the event of any conflmt between the terms of thas
Acceptance Agreement and the Franchase or any Caty Ordanance, that
promsaon whmh provades the greatest benefit to the Caty, an the opmaon
of the Caty Council, shall prevail
16 2 Wmvers The partaes hereto wall joan the Caty an obtalmng from the
FCC any wmvers or other rehef from tame to tame necessary to
effectuate the prowsaons of thru Acceptance Agreement
16 3 Null and Voad At the Clty's optaon thas Acceptance Agreement and
the C~ty's consent to the Transaction shall become null and voad an
e~ther of the following mrcumstances Such optaon may be exercased
prior to completaon of the Transactaon by the Caty gavang written
notme to Company and Vulcan at the addresses designated m the Form
394
16 3 1 If the transfer of control of the Franchise or any other
part of the Transaction as not completed on or before
October 31, 1999
16 3 2 If the Management Consultang Agreement dated as of
October 6, 1998 pursuant to whmh Charter ~s dlrectang the
management of Company as termanated or ff Charter's
control over Company's opemtaons as materially reduced
16 4 Costs Vulcan wall cause the Caty to be reimbursed for its reasonable
expenses m connection wath the consent process ~nctudang pubhcatlon
costs and fees of consultants and attorneys Such reimbursement shall
not exceed the aggregate amount of $275,000 plus publlcataon costs for
the Caty and the other munlcapalmes whach have acted wath the Caty an
connection wath the consent process Reimbursement of costs and fees
under th~s provasaon shall not be considered a payment of franehase
fees, shall not be passed through to subscribers and is subject to the
provas~ons of Section l0
16 5 Venue and Chmce of Law Venue of any stat under or arising out of
th~s Acceptance Agreement shall be exclusavely ~n Denton County,
6
Texas or in the Umted States District Court for the Northern District of
Texas Th~s Acceptance Agreement shall be construed m accordance
w~th the laws of the State of Texas
16 6 Treatment of Llqmdated Damages Company, CC Holdings, MCP and
Vulcan acknowledge and agree that hquldated damages under this
Acceptance Agreement (including its Exhibits) and the Francfuse do
not constitute francfuse fees, do not reduce the amounts otherwise
payable as franchise fees, and wll not be passed through to subscribers
167 Y2KComphanee By September 30,1999 Company will become Y2K
eomphant and will establish and prowde the City w~th a copy of a
contingency plan to prevent d~sruption of mission critical components
including customer service matters
16 8 W~re Maintenance Fee Company has announced ~ts Intention to
d~scontmue the 99¢ optional wire maintenance fee program that
Company first implemented in 1998 ("Current Fee") and offer m its
place an optional program covenng maintenance of both telephone and
cable wires for a monthly fee of approximately 99¢ ("New Program")
16 8 1 Ifth~s occurs dunng or before March 1999 (a) the C~ty will not
seek to obtam refunds of amounts collected under the Current
Fee, (b) if the City has adopted a Rate Order w~th respect to the
Current Fee, the Rate Order will be deemed to be withdrawn,
and (c) ~f there ~s a proceeding pending before the FCC w~th
respect to such a Rate Order Company and the City will jointly
request termination of the proceeding
16 8 2 The City will not challenge the New Program dunng 1999 if the
monthly charge remains under $1 00
16 9 Rate Orders Unless a final order of the FCC (affirmed on appeal ~f an
appeal ~s taken) determines that franchise authority rate orders are
automatically stayed by the filing of an appeal to the FCC, Company
will ~mplement each rate order adopted by the City unless and until
Company obtains an order of the FCC or a court of competent
jurisdiction staying the effectiveness of the rate order Company will
7
reimburse all attorneys fees and other expenses ~ncurred by the City as
a result of a violation oftfus Section 16 9
16 10 Franchise Fee Calculation Company will comply w~th the dems~on of
the United States Court of Appeals for the Fffih Clmmt in City of
Dallas v FCC, 118 F3d 393 (1997)
16 10 1 Company will pay the add~tional franchise fees due
under the Fifth Clrcmt demsion w~th ~nterest and w~thout
pass-through to subscribers for the time period from
September 1997 until Company ~mplemented the
decision
16 10 2 Company will also pay the additmnal franchise fees due
under the Fifth Circuit decision for the period of time
from the FCC's dec~slon m Untted Arttsts Cable of
Baltimore, l0 FCC Red 7250 (1995) to September 1997
together w~th ~nterest thereon Company may pass
through payments under this Section 16 102 to
subscribers (other than interest) ~f and to the extent
Company reduced mrs charges to subscribers as a result of
the FCC's decision
17 Institutional Network Company shall provide, construct, operate and
maintam an Inst~tutmnal Network (excludmng coders/decoders, ~nterface and
other tenmnal equipment which will be supphed by Users) that will prowde
the C~ty and other I-NET Users w~th Institutional Network Servmes The I-
NET shall be as set forth below Unless the City agrees otherwise ~n writing,
the I-NET, including the individual fiber optic fibers constituting all or a
pomon of it, shall be owned and maintained by Company but provided for the
exclusive use of the City and other I-NET Users and shall be provided w~thout
any charge to the City or I-NET Users
17 1 This Section Is left blank
17 2 Company shall install and terminate additional fiber optm pmrs
("Incremental I-NET Fiber") in Company's future new and replacement
fiber optm installations for use as an I-NET as follows
8
17 2 1 City will inform Company in writing from time to time of the
additional faclhtIes ~t would hke to have served by an I-NET
Company will use such information ~n ItS plans for future fiber
installations, where (for example) one routtng will pass a facthty
City would like to have served and another (of comparable cost)
would not
17 2 2 By January 31 of each year Company will provide Clty wlth lts
conceptual plans for new and replacement fiber optm
construction for that calendar year
17 2 3 Company will also provide City from t~me to tlme dunng the
year w~th written nottce of conceptual plans for any additional
fiber optic construction dunng that year (or January of the
following year) Such notice shall be provided as soon as ~s
feasthle
17 2 4 Upon written request by City, Company will provide City with
a conceptual cost eremite (and other Information City may
reasonably require) of lnstalhng Incremental I-Net Fiber along
all or a port,on of the routes that are a part of such conceptual
plans Such estimates shall be prowded as soon as possible after
request by City in order that C~ty may have t~me to obtain
approval (such as from ~ts legislative body) to install such
Incremental I-Net F~ber
17 2 5 As to any route where C~ty has requested a conceptual cost
estimate, Company shall prowde C~ty w~th the final cost of
mstalhng Incremental I-Net F~ber (and such other ~nformat~on
as C~ty may reasonably request) as soon as Company's design
of the fiber for such route ~s reasonably complete C~ty will
have 30 days after receipt of the final cost figure to not~fy
Company to ~nstall Incremental I-NET Fiber
17 2 6 The cost of ~nstalhng Incremental I-NET F~ber shall be
computed on an mcremental bas~s, meamng the d~fference ~n
cost to Company of constructing and ~nstalhng fiber on a g~ven
route (a) w~th, and (b) w~thout, the Incremental I-NET F~ber
9
17 2 7 Company shall be reimbursed by C~ty for the cost of~nstalhng
I-NET fibers under th~s Section 17 2 computed as set forth ~n
Section 17 2 6
17 3 I-NET Mmntenance Company shall prowde I-NET Users w~th a
rehable level of servme, repmr and mmntenance that at a m~mmum,
meets the following performance standards
17 3 1 Company shall maintain a mtmmum of 99 5 percent service
avmlabthty to I-NET Users measured over a period of one year
17 3 2 Company shall respond to repmr requests from an I-NET User
for c~rcmts ~dentffied as cntmal pursuant to Section 17 3 4
w~tlun 2 (two) hours of the request Company shall respond to
other repmr requests w~th~n four (4) hours of the request
17 3 3 Company shall prowde ongoing mmntenance at ~ts d~scret~on,
as ~t deems necessary Company shall provide at least one week
advance notme to any affected I-NET User of any mmntenance
requmng temporary ~ntermption of services, except ~n
emergency s~tuat~ons
1734 Company and the C~ty shall develop a mutually agreeable
priority hstmg of cntmal c~rcmts and their terminal locations
When not~fymg Company of service complaints, an I-NET User
shall ~dent~fy cntmal etrcmts requmng priority repmr Company
shall escalate repmr of cntmal c~rcmts to the extent reasonable
under the c~rcumstanees
174 Defimtmns
1741 I~lst~tut~onal Network or I-NET means the fiber optic
commumcat~ons network described m Section 17 and Schedule
17 to be constructed and operated by Company for the prows~on
to I-NET Users (but not Cable Servme subscnbers) of
Inst~tutmnal Network Servmes
1742 Instttuttonal Network Servmes means the prows~on of usable
bandwidth capacity to I-NET Users through fiber optic hnes for
10
applications including but not hmlted to two-way de&cated
vmee, data, video and telephony channels connecting and
interconnecting facilities owned, leased or used by the City,
schools, counties, road commissions or other units of state or
local government Other apphcat~ons include but are not limited
to computerized traffic control systems for coordinated traffic
control on an area-wide basis, Supervisory Control and Data
Acquisition (SCADA) systems for municipally owned water,
sewer, gas and electric systems (including street lighting
systems), lnterconnect~on of facilities serving pohce, fire and
other public safety systems, wdeo arrmgnment factht~es for local
courts, lntemonnectlon of government buildings for the two or
one-way interchange of video signals, and local area networks
or w~de-area networks connecting governmental buildings, such
as for GIS (Geographical informational Systems) purposes
17 4 3 I-NET User means and is hm~ted to the C~ty and any school or
unit of state or local government designated by the C~ty to
receive Institutional Network Services under this Acceptance
Agreement
18 HDTV Broadcast and cable channels are likely to convert in whole or in part
to an HDTV (high defimt~on television) format w~th~n the next few years, w~th
channels likely being delivered in both HDTV and conventional analog
formats dunng a transition period The following provisions address the
ablhty of the City to acquire additional PEG Channels such that one or more
Users may have their signals simultaneously delivered by the Cable System in
both an HDTV and conventtonal analog 6 .MHz NTSC format for the transition
penod, and prowde funds for Users to convert to an HDTV format
18 1 Reports. Company shall provide quarterly reports to City on its plans
and progress for HDTV conversion, including the number of channels
to be converted, date, equipment changes, formats to be used and other
Information reasonably necessary for the City to be able to plan an
appropriate and potentially concurrent conversion of PEG Channels and
facilities to HDTV format
18 2 Grant After the date when Company provides at least fifty (50)
channels in one or mom of several high definition television (or
11
successor) formats, as such formats may from time to time be adopted
or in effect ("HDTV Format"), then upon request from City Company
shall provide a Capital Famhtles grant to City sufficient for Users to
convert all their facilities and equipment (including but not limited to
studios, vans, video, andlo, lighting, control, storage and editing
equipment) to the HDTV Format selected by City but with the amount
of such grant not to exceed 30¢ per customer per month when
amortized over Company's subscnbers as of the end of the calendar
quarter preceding the date when the grant is made, using straight line
amortizat~on wnthout interest for the lesser of five (5) years or the
remaining term of the Franchise City shall allocate the grant among
Users for such purpose as City deems is in the public interest Company
shall mochfy the cable system whereby Company receives PEG signals
from each User (for redistribution on its Cable System) so as to be
capable of receiving and accepting the User's signals City shall co-
ordinate with Company to ensure that the HDTV Format selected by
City is compatible w~th the format employed by Company
18 3 Temporary Addmonal PEG Channels After the date when Company
provides at least fifty (50) channels in HDTV Format, City may from
time to time request, and Company shall provide, one additional PEG
Channel so as to allow, to the extent deemed appropriate by City, PEG
Channel slmulcastmg in both 6 MHz analog NTSC format and in an
HDTV Format Company need no longer provide the additional PEG
Channel described m the preceding sentence when Company no longer
provides any channel of programming on the Cable System in 6 MHz
NTSC analog format
18 4 Allocation of PEG Channels As of the effective date of this
Acceptance Agreement City may allocate and reallocate PEG Channels
as follows City may at any time on SlX (6) months notice to Company
allocate or reallocate the usage of the PEG Channels among and
between different uses and Users This expressly may include City
removing a User or PEG Channel, replacing a User or PEG Channel,
requmng several different persons to share or jointly use a given PEG
Channel or conversely allowing one or more persons currently shanng
such a channel to have a channel on which they are the sole User
12
19 Leased Access and PEG Channels The need for a PEG Channel can be
removed by Company provtdlng the User designated by C~ty of such current
or prospective PEG Channel w~th an otherwise ~dent~cal leased access channel,
so long as the leased access rate for such User ~s One Dollar ($1 00) per year
In the event the precedmg sentence ~s exermsed ~t shall be applied first to
educattonal channels and then to pubhc channels If apphed to such channels
the channel number on whmh they are earned shall not be changed and such
channels shall be included m the basra tier of servme and shall be hsted in
Company's program grade or comparable hstlng with an appropriate
description, such as "C~ty of Fort Worth Channel" or "Fort Worth Public
Schools Channel" The need for a PEG Channel is removed only so long as
the User in question m fact is prowded w~th such leased access channel
20 Transfer Ctty consent m advance shall be reqmred for a transfer of control of
Company, whmh shall include, but is not hm~ted to, any of the following
20 1 Any change in hm~ted parmersh~p interests, non-managing hm~ted
habthty company interests, or non voting stock representing thirty
pement or more of the equity interests m the entity m question
20 2 Any option, right of conversion or s~mflar right to acquire ~nterasts
const~tuttng control w~thout substantial additional consideration (such
as compared to consideration premously prowded)
20 3 Any change m the effective control of Company ~ncludmg that
described ~n 47 C F R § 76 501 and following (including the notes
thereto but excluding footnote 2f) as in effect on the date of this
Acceptance Agreement
20 4 A transfer by Paul G Allen of any interest ~n MCP, Vulcan, Vulcan II
or Charter other than to an entity at least 80% owned by him that
assumes the guarantees provided in Section 23
20 5 Any transfer or transfers such that the direct and ~nd~rect ownership of
Allen in CC Holdings ~s less than 70%
20 6 Any acqmslt~on of more than 10% ownership of CC Holdings by a
person or entity (or a group of persons or entlt~es acting together) other
than Allen or ent~t~es wholly or more than 80% owned by Allen
13
21 Special Provision Company will implement the refund plan in response to
FCC Order 0A97-2441 upon approval of the plan by the FCC and without
filing a petition for reconsideration or other delaying action
22 Defimtlorls The following definitions shall apply for the purpose of this
Acceptance Agreement and its Exhibits
22 1 Affiliate means any individual, partnership, association, joint stock
company, hmlted liability company, trust, corporation, or other person
or entity who owns or controls, or is owned or controlled by, or is under
common ownership or control w~th the entity in question
22 2 Capital Faclht~es means PEG Channel and I-NET related facilities and
equipment including fiber lines, studios, production facilities, vans and
cameras or other property having a useful life of more than one year, as
well as any expenditures wtuch increase or add to the value of the
facilities or equipment, adapt the facilities or equipment to new or
different uses, or maintain, restore, extend or prolong the useful life of
such facflmes or eqmpment
22 3 Cable Service means
22 3 1 The one-way transmission to all subscnbers of (1) Video
Programming, or (ii) other programming services, by which is
meant information which Company makes available to all
subscribers generally, such as digital cable radio service, and
22 3 2 Subscriber interaction, if any, including but not limited to that
which ~s used for the selection or use of such Video
Programmmg or other programming services, selecting from
various on-screen options, use of Enhanced, Advanced Cable
Services, game channels, interactive services, downloading
programs or data access, or ordenng merchandise, and
22 3 3 Instututional Network Services
22 4 Cable System or System means a faclhty consisting of a set of closed
transmismon paths and associated signal generation, reception, and
14
control equipment that ~s designed to provide Cable Services to
multiple subscribers within the franchised area, but such term does not
include 0) a facility that serves only to re-transmit the television signals
of one or more television broadcast stations, (n) a facility that serves
subscribers without using any public right of way, (m) a facility of a
common carrier which Is subject, in whole or in part, to the prows~ons
of Title II of the Communications Act of 1934, as amended, except that
such a facility shall be considered a Cable System (other than for
purposes of Section 62 l(c) of such Ac0 to the extent such facility is
used in the transmission of video programming chrectly to subscribers,
unless the extent of such use is solely to prowde interactive on-demand
services, 0v) an open video system that complies with Section 653 of
Title VI of the Communications Act of 1934, as amended, or (v) any
facfllt~es of any electric utility used solely for operating its electric
utthty system
22 5 Enhanced. Advanced Cable Services means enhanced services,
information sermces, Interact protocol (IP) telephony, high speed data
service, Internet access and Intemet service (such as that of an Internet
service provider)
22 6 FCC means the Federal Communications Commission
22 7 I-NET User has the meaning set forth in Section 17 4 3
22 8 Institut~onal Network or I-NET has the meaning set forth in Section
1741
22 9 Institutional Network Serwces has the meaning set forth in Section
1742
22 10 PEG Chan~lels means the public channels, educational channels and
government channels prowded by Company on the cable system under
the Franchise, this Acceptance Agreement, or applicable ordinance, and
shall include leased access channels provided pursuant to Section 19
herein
22 11 User means a person authorized to operate or use a PEG Channel (or a
leased access channel promded in heu of a PEG Channel under Section
15
19) or the I-NET, and shall ~nclude C~ty If several persons share the
operation of a PEG Channel each person shall be a separate User
22 12 ~ means programming prowded by, or generally
considered comparable to programming promded by, a telemmon
broadcast station
23 Guarantee Marcus Cable Propemes, Inc, Vulcan Cable, Inc, Vulcan Cable
II, Inc, Charter Commumcat~ons, Inc and Charter Communications Holchngs,
L L C hereby jointly and severally unconditionally guarantee performance of
the obhgat~ons of the Franchise and of thru Acceptance Agreement by
Company
Vulca~)b]e, In~,, A iQ? m ~
BY 4~u~x~2~F o u s~e e
Assistant Secretary
[-~Tr/udl ~Mg}Collum Foushee
Assistant Secretary
Marcu~ Cable Assocmtes,,L ~ C
M. Celeste Vossmeyer //
Vice Presldent-GovernmenF'Relatlons
Marcu~ Cable Properties, ~nc,)
M Celeste Vossmeyer
Vice Pres~dent-Governme~/Relatlons
16
Law & Regulatory Affairs
M Celeste Vossmeyer U
V~ce President-Government Relations
l?
EXHIBIT B TO ACCEPTANCE AGREEMENT
CUSTOMER SERVICE AND CONSUMER PROTECTION
1. Customer Servme Standards Company shall at all t~mes comply w~th the
more stnngent of the customer servme and consumer protection provisions of
th~s Exhibit B, the Franctuse and the FCC This reqmrement is an ad&t~on to
the specific prowslons of subsequent secttons set forth below
1 1 Company shall continue to comply w~th the National Cable Telews~on
Assocmt~on's On-T~me Customer Service Guarantee, a copy of whmh
~s attached as Exhibit B 1 The guarantee prom~ses on-ttme servme calls
or the customer receives $20 00, and on-t~me ~nstallat~on calls or the
customer receives a free installation The $20 00 may be ~n the form of
a cre&t
1 2 Company may prowde the Customer Ball of R~ghts of Charter to ~ts
subscribers ~n the C~ty
2 Ct_ty Momtonng In addition to free outlets, free cable sermce or servmes
otherwise mqmred by the Franchise, Company shall prowde one servme outlet
(whtch shall be at the Cable Administrator's office at C~ty Hall, unless
otherwise specffied by C~ty) that shall receive w~thout charge all programming
(and any other Cable Servmes) provtded by Company, ~nclu&ng servmes of
a premmm, pay per wew or other nature Such servme shall be promded ~n
such a manner that C~ty may momtor the programming and use of the cable
system for comphance with the Franchise, th~s Acceptance Agreement, FCC
techmcal standards, and apphcable law The services prowded pursuant to th~s
Sectton 2 shall be m a secure office location and not ~n a location open to
pubhc wewmg
3 Scrambhng/Bloclan~ Upon completion of the planned system upgrade to
860 MHz, Company shall at all t~mes scramble both the audio and wdeo
port~ons of all channels with predomlnately adult oriented programming
3 1 Upon request by a subscriber, Company shall entirely block such
subscriber from receiving both the audio and video pomon of any
channel with predominantly adult oriented programmmg w~th devines
19
such as a notch filter which prevent the frequencies contalmng a
specific channel or channels from being transmitted into the
subscriber's premises
4 Pay Per V~ew Subscnbers shall be given the options of (a) not hawng pay per
view or per program servme avmlable at all or (b) only having such service
provided upon the subscriber providing a security number selected by an adult
representative of the subscriber
5 Notification Company shall prowde written information on at least each of
the following matters (a) at the time of~nstallatton or relnstallatlon of service,
(b) annually to all subscribers, and (c) at any time upon request of a subscriber
or the C~ty The mfonnat~on shall be dated with the pnnting, revmton, or
effective date
5 1 Products and services offered
5 2 Prices (rates) and options for Cable Services and conditions of
subscription to Cable Servme Prices shall mclude those for
programming, eqmpment rental, program guides, installation,
disconnection, processing charges for late payment and other fees
charged by Company
5 3 Installation and service maintenance pohcles
5 4 Instructions on how to use Cable Services, including procedures and
opttons for pay per view, premium clmnnels and connectuon to a VCR
5 5 Channel positions of programming camed on the cable system,
meludlng a hstmg specific to the City showing the channel names and
numbers actually avmlable to subscribers in the City
5 6 Bflhng and complmnt procedures with a notme for the subscriber to
lnlt~ally contact Company with complmnts and questions
5 7 Applicable privacy requirements as set forth in the Franchise or
provided for by law
20
5 8 The avmlabfllty of lockout devices and the ability to have a channel
entirely blocked or trapped (Section 3 1)
5 9 The refunds and free service available for violations of Sections 10 and
12 and how to obtain same
5 10 The procedure for resolving signal quality problems set forth in Section
20 2
6 NoBce of Changes Subscribers and the City shall be notffied of any changes
m rates, Cable Services or channel positions as soon as posmble through
announcements on the cable system or in writing Company wdl notify City
in advance of notifying subscribers and will make every effort to notify City
forth-five (45) days in advance of a change Unless a longer time period is
required by apphcable law or regulation, notice must be given to subscribers
a mlmmum of thirty (30) days in advance of such changes ~f the change is
w~thm the control of Company and as soon as possible if not within the control
of Company In adchtton, Company shall notify subscribers and the City tlurty
(30) days m advance of any sigmficant changes in the matters covered by the
preceding Section 5 Notifications provided pursuant to this Section shall be
dated with the pnntlng, remslon or effective date
7 Telephone Service Standards
7 1 Company shall have a local or toll-free telephone number avmlable for
use by subscnbers toll-free twenty-four (24) hours per day, seven (7)
days per week
7 2 The local or toll-free numbers shall be listed, with appropriate
explanations, ~n the directory published by each local telephone
company and m any slgmficant directories pubhshed by others
7 3 Trained Company Representatives shall be available to respond to
subscriber telephone lnqumas twenty-four (24) hours per day, seven (7)
days per week
7 3 1 As to video service matters, the term "Trained Company
Representatives" shall mean employees of Company who have
the authority and capabdlty while spealang w~th a subscriber to,
21
among other th~ngs, answer billing questions, adjust bills, and
schedule service and installation calls
7 3 2 This Section 7 3 will take effect October 1, 1999
7 4 Under Normal Operating Conditions, telephone answer time by a
Trained Company Representative, including wmt t~me, shall not exceed
tlurty (30) seconds from when the connectton IS made If the call needs
to be transferred, the ttme to complete the transfer time shall not exceed
thirty (30) seconds These standards shall be met no less than ninety
pement (90%) of the time under Normal Operating Conditions,
measured on a quarterly basis
7 5 Under Normal Operating Condltuons, the subscriber shall receive a
busy s~gnal less than three percent (3%) of the t~me, measured on a
quarterly bas~s
8 Office/Home Dehvery-Plek Up
8 1 Company shall maintain a physical office within the City, which shall
include a place where subscribers may pay their bills, pickup and return
converter boxes and comparable items and receive reformation on
Company and ItS servmes
8 1 1 The office shall be open at least from 8 AM to 5 PM Monday
through Fnday plus an additional 8 hours in the evemng and/or
on the weekend
9 ~ Under Normal Operating Conditions, installations
located up to one hundred fifty (150) aerial feet from the existing distribution
cable system shall be performed within seven (7) bus~ness days after an order
has been placed no less than ninety-five percent (95%) of the t~me, measured
on a quarterly basis
l0 Installations/Service Calls The following shall apply to subscribers (current
or new) requesting installations or service
22
10 1 Installations and servme calls shall be avmlable at a mlmmum from 8
AM to 7 PM Monday through Saturday Company shall at the
subscriber's optton e~ther (1) schedule the subscriber to be the first call
of the day or last call of the day on a first come, first served bas~s, (2)
schedule the appointment for a date certmn on a "call to meet" bas~s
where as the servme techmcmn fimshes h~s/her prior task, the
techmc~an calls the subscriber and arranges to meet the subscriber
shortly thereafter, or (3) establish an appointment w~ndow of no more
than three (3) hours w~th the subscriber (or adult representative of the
subscriber) or another appointment w~ndow mutually agreed upon
between the subscriber and Company
10 2 Company shall respond to the request for servme ~n accordance w~th the
option selected by the subscriber
10 3 Company shall not cancel an appointment w~th a subscriber after 5 PM
on the business day prior to the scheduled appointment
10 4 If Company's techmcmn ~s mnmng late for an appointment w~th a
subscriber and will not be able to keep the appointment as scheduled,
the subscriber shall promptly be contacted The appointment shall be
rescheduled, as necessary, at a t~me whmh ~s convenient for the
subscriber
10 5 In the event access to the subscriber's premises ~s not made available
to Company's techmctan when the techmman amves dunng the
estabhshed appointment wtndow, the techmclan shall leave written
notfficat~on stating the t~me of amval and requesting that Company be
contacted again to estabhsh a new appointment w~ndow
10 6 Notwithstanding the foregoing, ~f Company's techmcmn or service
representative telephones the subscriber dunng or prior to the
appointment window and is advised that the techmman will not be
g~ven access to the subscriber's premises dunng the appointment
window, then the techmc~an shall not be obhged to travel to the
subscriber's premises or to leave the written notfficat~on referred to
above, and the burden shall agmn be upon the subscriber (or adult
representative of the subscriber) to contact Company to arrange for a
new appointment
10 7 Except as otherwise prowded above, Company shall be deemed to have
responded to a serwce or ~nstallat~on request under the prows~ons of
23
this section when a technician arrives at the service location or is
advised by telephone no access will be given
l0 8 Company's service technician or service representative shall take
adequate time on each service call to address or correct the problem in
question
l0 9 In the event that Company ceases to provide the NCTA On-Time
Customer Service Guarantee (Exhibit B1) a violation by Company of
the provisions of this Section l0 shall automatically entitle the
subscrlbeI to one month of free basic service and (If currently
purchased by the subscriber) one month of free cable programming
service (as defined in 47 C F R § 76 901)
l0 10 Under Normal Operating Conditions, Company shall meet the
standards of Section l0 1 through l0 3 no less than ninety-five percent
(95%) of the time, measured on a quarterly basis
11 ~ No charge shall be made to the subscriber for any
service call relating to Company owned and Company maintained equipment
after the lmtial mstallation of Cable Service unless the problem g~wng rise to
the service request can be demonstrated by Company to have been
11 1 Caused by neghgence Ol mahc~ous destruction of cable equipment by
the subscriber, or
11 2 A problem estabhshed as having been non-cable in origin
12 Service Interruptions
12 1 Under Normal Operating Conditions, Company shall meet the
standards of Sections 12 2 and 12 4 no less than ninety-five percent
(95%) of the time measured on a quarterly bas~s
12 2 Under Normal Operating Condlt~ons, Company shall beg~n worlang on
a Service Interruption promptly and in no event later than twenty-four
(24) hours after the ~ntermptlon becomes known to Company
12 3 "Service Interruption" means the loss of picture or sound on one or
more cable channels, affecting one or more subscribers
24
12 4 Under Normal Operating Conditions, Company shall beg~n worlang on
subscriber complaints mvolwng ~mpalrment or degradation of signal
quahty (other than a Serwce Interruption) promptly and m no event
later than the next bus~ness day after the problem becomes known to
Company
12 5 Company shall be deemed to have begun work under the prows~ons of
th~s section when a techmclan amves at the servme location
12 6 Company shall provide affected subscnbers, upon request by the Ctty
or the subscnber, w~th one day's free service (equivalent to the servme
they were rece~wng at the t~me of the interruption) for each day or
port~on thereof of Sermce Interruption
13 ~ Company shall mmntmn a written log, or an equivalent
stored m computer memory and capable of access and reproduction m pnnted
form, of a random samphng of all cable-related customer Complmnts w~thm
the City that are referred to Company's Customer Care Group Such log shall
be in form and substance acceptable to the C~ty and at mm~mum hst the date
and t~me of each such Complaint, ~dentffy the customer to the extent allowed
by law, and describe the nature of the Complaint and when and what actions
were taken by Company ~n response thereto The log shall be organized by
City The log shall be kept at Company's office m or near the C~ty for a
period of at least two (2) years and shall be available for inspection during
regular bus~ness hours by the City upon request
14 Bills Company shall comply with the following on Cable Servme bflhng
14 1 Bills shall be issued monthly to each subscriber with a balance due or
change of service
14 2 Bills shall be clear, concise and understandable Bills shall be fully
itemized, w~th ~temlzat~ons including, but not limited to, basra servme,
cable programming service, premium servme charges and equipment
charges Bills shall also clearly dehneate all actlwty dunng the bflhng
period, including optaonal charges, rebates, credits, and late charges
14 3 Each bill shall prominently display Company's local or toll-free
telephone numbers available for use by subscribers If a bill has more
than one pomon (for example, one port~on that is kept by the customer
and one port~on that ~s sent to Company) the numbers shall prormnently
25
appear on the front side of the pomon of the bill retmned by the
customer
14 4 Company shall respond ~n writing to all written complmnts from
subscribers regarding bllhng matters w~th~n thirty (30) days
14 5 Company shall not disconnect a subscriber for failure to pay
legitimately contested charges during a bdhng d~spute However,
dunng a billing d~spute Company may d~sconnect a subscriber for
failure to pay charges that are not contested
14 6 The C~ty shall be g~ven thirty (30) days advance notme of any change
~n the format of balls
15 Refunds and Credtts Refund checks for Cable Servme shall be ~ssued
promptly, but no later than etther
15 1 The subscriber's next bfihng cycle following resolution of the request
or thirty (30) days, whmhever ~s earlier, or
15 2 If service ~s terminated, 30 days after return of eqmpment owned by
Company or at the t~me of the next bilhng cycle, whmhever ~s ead~er
15 3 Credits for Cable Service shall be issued no later than the subscriber's
next btllmg cycle following a determination that a credit ~s warranted
16 Late Payment for Cable Service
16 1 Each bill shall specify on ~ts face m a fashion emphasizing same (such
as bold face type, underhned type or a larger font) "For payments
received after [date] a $__ processing fee for late payment may be
charged"
16 2 No processing fees for late payment, however denomxnated, shall be
added to a subscriber's bdl less than twenty-one (21) calendar days
after the mmhng of the bdl to the subscriber
16 3 No processing fees for late payment, however denominated, shall be
added to a subscriber's bdl by reason of delay in payment other than
those described m this Section 16 All such charges shall be separately
stated on the subscriber's bdl and ~nclude the word "late" ~n the
description of them
26
16 4 There have been negotiations in connection with this Acceptance
Agreement regarding the appropriate amount of fees that may be
charged for late payment The part,es have agreed to withdraw this
~ssue from consideration without prejudice to any clmms and defenses
17 1 Company shall not disconnect a subscriber for fatlure to pay until at
least forty-five (45) days have elapsed after the due date for payment
of the subscriber's bill and Company has provided at least ten (10) days
written not, ce separate from the monthly btll to the subscriber prior to
d~sconnectlon, spemfy~ng the effective date after whmh Cable Services
are subject to thsconnectlon
17 2 Company may d~sconnect a subscriber at any t~me if Company ~n good
froth beheves that the subscriber has tampered w~th or abused
Company's eqmpment, that there is a s~gnal leakage problem (or other
non-comphance with FCC rules or other standards which poses a risk
to hves or property) on the subscriber's premises, or that the subscriber
~s or may be engaged in the theft of Cable Services
17 3 Company shall promptly disconnect any subscnber who so requests
d~seonnect~on No period of notice prior to requested termination of
servtee shall be required of subscribers by Company No charge shall
be ~mposed upon the subscriber for or related to d~sconnectlon or for
any Cable Service dehvered after the effective date of the disconnect
request (unless there is a delay in returning Company equipment) If
the subscriber fatls to specify an effective date for disconnection, the
effective date shall be deemed to be the day following the date the
thsconnect request is received by Company prowded that Company
eqmpment has been returned
17 4 The term "d~sconnect" shall include customers who elect to cease
receiving Cable Service from Company and to receive Cable Service
or other multi-channel video service from another person or entity
18 Truth In AdverOmng Company's btlls, advert~mng and communications to its
current or potential subscribers shall be truthful and shall not contain any false
or mlsleadmg statement For the purposes of the preceding, a statement is
false or mmleading If ~t contains an untrue statement of any material fact or
omits to state a material fact necessary ~n order to make the statements made,
27
tn the hght of the ctrcumstances under whmh they were made, not m~sleadtng
19 Reports Company shall provide reports to the Ctty monthly (by the 15th
busmess day of the following month) and quarterly (by the 15th bustness day
of the follownng quarter) as follows
19 1 The reports shall include the followtng forms currently used by Charter
or otherwise m form and substance acceptable to the C~ty, showang on
a consistent basis, fmrly apphed, Company's comphance wtth customer
servme standards
19 1 1 System Statasttcs Report, Exhlbat B2, whmh covers customer
serv1ce matters
19 1 2 Monthly Report of Serwce Calls by Reason, Exhibit B3, whmh
shall ~nclude an explanatton of the categories of reported
reasons
19 1 3 Monthly Outage Summary by Franchise, Exhibit B4
19 1 4 Monthly Service Call Avadabthty Analys~s and Installation Call
Avmlabd~ty Analysts, Exhibit B$
19 1 5 Monthly Customer Call Sample Report, Exh]btt B6, both by
C~ty and on an overall basis, showing the results of a random
sampling of customer complaints referred to Company's
Customer Care Group
19 1 6Monthly Call Center Performance Report, Exhibit B7
(excluding the 2% "assumed" adjustment)
19 2 Such reports shall show Company's performance excluding periods that
were not Normal Operating Conditions ("Abnormal Operating
Condtt~ons") and ~f Company contends any such condttlons occurred
during the period tn questton, tt shall also describe the nature and extent
of Abnormal Operating Conditions and show Company's performance
both mcludmg and excluding the time periods Company contends such
condlttons were tn effect
19 3 At the City's request Company wdl provide addtUonal lnformatton and
extstmg reports reasonably related to the measurement and evaluatmn
28
of Company's compliance with the customer service requirements of
the Franchise, the Acceptance Agreement, and this Exhibit B
194 Reports of installations/service calls (Section 10) and service
interruptions (Section 12) shall report matters occumng w~thln the C~ty
Telephone reports may be for a larger area than the City if Company
can demonstrate that it is, In fact, representative of the phone service
provided within the C~ty, such as where a call center receives calls from
numerous municipalities with no abihty to distinguish between or g~ve
preference to calls from one area or City over another
19 5 The City, by Itself or m combination with other municipalities, reserves
the right to audit Company (or any Affiliate of Company) to verify the
accuracy of the reports required under this Section 19 All records
(including those of Affihates) reasonably necessary to conduct the audit
shall be made available at a convement location m the Fort Worth area
If the audit d~seloses performance that is three (3) percentage points
worse than any of the standards of the referenced sectuons (such as
comphanee 92% of the tlme versus 95% of the time) Company shall
pay the City's costs in connection with the audit within thirty (30) days
of submission of an invoice
20 FCC T~chmcal Standards The following shall apply to Company's
implementation of and compliance wlth the roles and regulatuons relating to
cable television technical standards for signal quality, currently set forth at 47
C F R § 76 601 and following, and subsequent amendments thereto
20 1 Company shall notify the City In advance of testing for compliance
with FCC standards The City may have a representative present to
observe such tests and may designate one location to be tested
Company shall provide the City with a report of testing for compliance
with such standards upon written request (but not more than twice a
year) Such report to C~ty shall state, in pertinent part, that the person
doing the testing has reviewed the applicable rules and regulations of
the FCC, the industry standards and other materials referenced therein,
and that such testing was done fairly and either shows full compliance
with such rules and regulations or sets forth with specificity and in
detail all areas of non-compliance, their actual or likely scope and
causes, and Company's professional recommendation of the best
corrective measures to lmmedmtely and permanently correct the non-
comphance
29
20 2 Company shall establish the following procedure for resolving
complaints from subscribers about the quality of the television signal
delivered to them All complaints shall go initially to Company All
matters not resolved by Company shall at Company's or the
subscriber's option be referred to the City for it to resolve All matters
not resolved by the City may be referred to the FCC for it to resolve
20 3 The City at its expense (no more than twice per year, barnng unusual
mreumstances) upon thirty (30) days written notice to Company may
test the cable system for compliance with the FCC technical standards
Company shall cooperate in such tests and prowde access to the cable
system Company shall reimburse the City for the full expense of any
test which shows a material non-comphance with such standards
21 Liquidated Damages - Telephone Service, Installation, Service Calls
Company acknowledges that non-comphance with the customer service
standards identified above will harm subscribers and the City and the amounts
of actual damages will be difficult or impossible to ascertain For the second
calendar quarter of 1999 and thereafter, the City may therefore assess the
following liquidated damages against Company for non-comphance with the
customer servme standards set forth m Sections 7 3, 7 4, 7 5, 9, l0 l, l0 2,
10 3, 10 10, 12 1, 12 2 and 12 4 (measured on a quarterly basis) Company
acknowledges that the llqmdated damages set forth below are a reasonable
approximation of actual damages and that this Section 21 is intended to
provide compensation and is not a penalty
21 1 Telephone Standards The damages for non-compliance with one or
more of the standards in Sections 7 3, 7 4 and 7 5 dunng a calendar
quarter are
21 1 1 First non-comphance $1 00 per subscriber
21 1 2 Second non-comphance within three (3) consecutive calendar
quarters $2 00 per subscriber
21 1 3 Third non-comphance wlthln SlX (6) consecutive calendar
quarters and (subJect to Section 21 4) each subsequent non-
eomphanee $3 00 per subscriber
21 2 Service and Installation Standards The damages for non-comphance
with one or more of the standards in Sections 9, l0 l, l0 2, 10 3, l0 10,
12 l, 12 2 and 12 4 dunng a calendar quarter are
3O
21 2 I F~rst non-compliance $1 O0 per subscriber
21 2 2 Second non-comphance within three (3) consecutive calendar
quarters $2 O0 per subscriber
21 2 3 Third non-comphance within SlX (6) consecutive calendar
quarters and (subject to Section 21 4) each subsequent non-
comphanee $3 O0 per subscriber
21 3 M~mmums The l~qmdated damages for the first and each subsequent
non-compliance under Section 21 1 or Section 21 2 shall be no less than
$5,000, unless modified as provided an Section 21 4
21 4 Effect of Extended Periods of Comphanee If Company complies w~th
all of the standards ~dentlfied in Sections 21 1 and 21 2 for e~ght
consecutive calendar quarters, the damages for the first subsequent non-
comphance w~th any of those standards will be the greater of 25¢ per
subscriber or $3,000
21 4 1 Following such a non-comphance the damages provided in
Sections 21 1 and 21 2 wall agmn be apphcable so that the next
non-eomphance w~thm four (4) consecutive calendar quarters
will be subject to Sections 21 1 2 and/or 21 2 2
21 5 An event ofnon-comphance will be taken ~nto account ~n determ~mng
whether a later event of non-comphance is a second, third or
subsequent event w~thout regard to whether C~ty has assessed
hquldated damages or taken any other action with respect to the non-
compliance
21 6 Company shall report the number of subscribers within the City on the
last day of the quarter by the 15th busmess day of the following quarter
22 Llqmdated Danlages - Other
22 1 Liquidated damages ~n the amount set forth in Section 21 1 1 (but not
less than the amount set forth m Section 21 3) may be assessed for
failure to timely submit the quarterly reports reqmred by Section 19
31
22 2 Liquidated damages may be assessed for violation of the provision of
Section 26 4 for submission of reports w~thln five (5) business days m
the amount of $1,000 per day
23 Procedure for Assessment of L~quldated Damages The procedure for
consideration and assessment of hquldated damages ~s as follows
23 1 Liqmdated damages shall be assessed by the City Manager or his or her
designee
23 2 Company may obtain a review of the assessment by the Clty Council
by making a written request w~thln ten (10) business days after receipt
of notice m writing of the assessment and its basis
23 3 Company shall have an opportumty to be heard at a meetmg of the C~ty
Council or by a person designated by the Council as a heanng officer
prior to action being taken by the Council
23 4 The City Council may adopt additional procedures, including
appointment ora City official or other person to act as a heanng officer
The Council's decision may be based upon the record of proceedings
conducted by the heanng officer or a proposal for decision submitted
by the heanng officer
24 PaYment of LlO_uldated Damages Liquidated damages shall be paid on or
before the tenth (10th) business day following assessment or, ff Company
requests review by the City Council, on or before the tenth (10th) business day
following ~ssuance of the Councxl's dec~slon
25 Ombudsman Company will provide a senior employee (at the Vice President
or Director level) as chrector of government affairs and ombudsman reporting
directly to a regional vice president of CC Holdings The director of
government affairs will have responsibility for ~forklng voth the C~ty and other
crees m the area to address problems that may arise under the Franchise and
shall be Company's ombudsman for both the C~ty and subscribers Company
will give the City an opportunity to comment on the detmled job description
of the director of government affairs before the position is filled
26 C~_ty Lamson Company shall continue to provide problem solving halson
services for the City of the type being provided to the City of Fort Worth by
Charter's Customer Care Group in the Fall of 1998 The purpose of this
service is to provide the City with direct access to supervisory level personnel
32
who can obtmn prompt action on customer servme problems referred by the
C~ty to Company This service shall include at least the following
26 1 The personnel providing the sermce shall be located ~n Tarrant County
26 2 The personnel provldmg the service shall have sufficient authority and
access to Company famhtles and personnel ~n order to ~nvest~gate and
take appropriate remedlal action without delay
26 3 The C~ty shall be g~ven a specml direct phone number to use (which
may also be used by other crees, but which will not be made available
to the general pubhc) which will generally during normal business
hours be answered by a hve person and will prowde lmmedmte access
to a person haxnng the authority specified ~n the preceding sectuon
26 4 Company shall ~nvest~gate (tnclud~ng an attempt to contact the
subscriber) and respond to the C~ty on each call, fax or written
complaint or request by the end of the next business day and shall
promde a written report w~th~n five (5) bus~ness days
26 5 Company shall g~ve the City notme In writing of changes in the key
contact personnel or material changes in procedures ~nvolved m
prowd~ng th~s service
27 Defimt~ons For the purposes ofth~s Exhibit B, the following defimtlons shall
apply
27 1 Cable Admlmstrator means the person designated by C~ty as having
pnnclple responslbflxty for cable matters
27 2 Complmnt means a telephone call or written commumcatlon from a
customer notifying Company of a problem relating to Company's
bflhng or bllhng practices, Company's equipment, p~eture quahty,
failure to receive one or more channels, a change m Company's
praetme or pohcy, Company advertising or other buslness practme, the
conduct of a Company employee or contractor, or the failure of
Company or a servme representative to comply with customer service
regulations
27 3 Normal Operating Cond~ttons means those service conditions whmh are
w~th~n the control of Company Those conditions whmh are not w~thln
the control of Company ~nclude, but are not bm~ted to, natural disasters,
33
Clvll disturbances, power outages, telephone network outages, and
severe or unusual weather conditions Those conditions which are
wtthln the control of Company ~nclude, but are not hm~ted to, specml
promotions, pay-per-wew events, rate increases, regular or seasonal
demand periods, changes ~n the bflhng cycle, changes in the form of
bills and other billing matters, changes in channel hneups or servmes
that are w~th~n Company's control, and repmrs, rebuilds, maintenance
and upgrade of the cable system including computer software and
hardware
27 3 1 Y2K Y2K problems mvolwng systems of Company, CC
Holdings, Vulcan, Charter or Affihates of any of them are not
w~thln the control of Company for purposes of measunng
comphance wath customer service standards dunng the period
January 1, 2000 through and ~nclud~ng January 14, 2000 but are
w~thm the control of Company before and after that period of
t~me
27 3 2 Labor D~sputes Employee strikes, slowdowns and walkouts of
less than 30 days duration are not w~tlun the control of
Company
34
EXHIBIT 2
DENTON
AGREEMENT
Paul G Allen, as transferee of ultimate control of Marcus Cable Associates, L L C,
makes the following agreement for the purpose of accepting an ordinance of the City of
Denton ("Ci~y") consenting to the transfer of control of the cable television francl~lse in the
City and the restmcmnng described in an Acceptance Agreement dated 3/,2 ~ ,
1999 Capitalized words and phrases in this Agreement have the meaning set forth in the
Acceptance Agreement
t F_,92L~lttllI~ The promises, covenants, and conditions
contained herein inure to the benefit of the City and are binding on
Allen
2 Acknowled~mnent Allen acknowledges that the transfer of control and
restructunng are expressly subordinate to and will not affect the
binding nature of the Franchise and the obligations provided therein,
and that the consent of the City to the Transaction does not constitute
a waiver or release of any rights of the City
3 Reliance Allen acknowledges that the City has consented to the
Transaction in reliance upon the representations, documents and
information provided by Company, Charter, Vulcan and Allen, all of
which are incorporated herein by reference
4 ~g~[.~3~d~glt~ Allen agrees that he will not contend directly
or indirectly that any defaults or failures to comply with the franchise
or other matters set forth in 47 USC § 546(c)(1)(A) (Commumcatlons
Act of 1934, Section 626(c)(1)(A) (collectively "Defaults") which may
have occurred prior to the Transaction are wmved, ~nclu&ng but not
limited to the following
4 1 The ability of the City to obtmn redress for alleged prior
Defaults, such as recover) of any underpayment of franchise
fees or obtmn refunds for periods prior to the Transaction
4 2 The ability of the C~ty to enforce in the future any Franchise _.
terms which may not have been enfomed in the past
4 3 The ability of the C~ty to consider alleged Defaults occumng
prior to the Transaction in connection w~th any renewal or
nonrenewal of the Franchise
4 4 Th~s Section 4 ~s w~thout preju&ce to Company contending that
an alleged default or failure to comply either did not occur or
has been cured
5 Cont~nm _ty of Management Allen acknowledges that (a) at the t~me of
submission of the Form 394 subscribers residing ~n the C~ty were
experiencing serious and on-going defimencles ~n servme, (b) the
prowsmns of Exhth~t B are m response to these problems, and (c) the
C~ty ~s approving the Transactmn and the transfer of control in rehance
on the actmns taken by Allen and Charter m the ~ntenm to ~mprove
customer servme and ~n the expectatmn of cont~nmty of Charter's
management to assure that the problems wdl not recur Allen has
caused the C~ty to be ~nformed that he intends to keep the present
Charter management team m place
5 1 Allen agrees that ~fthere ~s any substantial change ~n Charter's
semor management prior to December 31, 2001, then (a) Allen
or Wflham D Savoy, and (b) a top officer of Charter, upon
request, wdl appear m person ~n a public forum ~n Tarrant
County, Texas (to be held jointly w~th other e~t~es with whom
Allen has made a s~mllar agreement) m advance of the change
for the purpose of explaining the change and answering
questions "Substantml change" for purposes of th~s Section
means a change of the CEO of Charter or the semor executive
reporting to h~m or her who is responsible for the systems m
Texas managed by Charter
Paul G Allen
ODMA~PCDOCS\GRR~262010\1
EXHIBIT B 1
CHARTER
CO MMUNIC]AT~ONS'
,O,n-T~m, e Cu, stomer Service Gu, arantee Program
Our On-Time Cu~omer Service Guarantee Program undcrscores our
commitment w providing our customers w~th the best service possible This
program is not about refunds; it is about making customer service a top
priodty.
Simply stated, we pledge the following
· /' On-me installatton appomtment~ or the mstallauon of the primary.
outlet ts
,z' On-ttme service appointments or the customer recexvea 5120
35
EXHIBIT B2
System Statistics for City,
Third Quarter 1999
Homes Passed 11,719
Customers 4,937
Penetration 42%
Discotmects 382
inet C-am
Technical Performance
Technical Service Galls 124
Technical Service Gall Rate 2 5%
Service Interrupuon Response < 24 hfs 98 7%
Service Call Availability for Next Business Day 96 5%
! Installation Schedules < 7 days 99 0%
System Reliabihty 99 927%
Telephone Performance
Galls Received 110,000
Calls/knswered <30 seco~xds 101,000
Percentage answered < 30 seconds (unadluste~ 91 8%
Percentage answered < 30 seconds (adjusted) * 93 7%
Reasons for adjustment
ice storm 12/17/98
City power outage 12/25/98
Calls to City Referred to Charter 10
On-Time Performance
Servxcecalls - 95% next business day 99 8%
installations - 95% within 1 business days 98 7%
Serv,ce disruption - 95% within 2q hours
Trained Company Representative
available to respond to telephone
inquiries 2q hfs/day. 7 days/week
Percentage calls receiving busy signal
Total outages reported
· Adlustments are for Abnormal Operating Conditions as
defined m Sections 19 3 and 21.3 of Exhibit 13
Acceptance Agr-eement 36
EXHIBIT B3
37
ZJo 1
ZJo Z O~ed
~[t &I[II}IX~
EXHIBIT B5
Page l of 2
~Lt~ailabihty Analysis
Month of ~
Date N~nh -' Sooth Southl~¢ [
Avail~bdlty A_vadabdlty TmphyClubl
01/02/99 0 0 0
01/0~/99 0 0 0
01/04/99 0 0 0
0~/05D9 ! I
01/0099 0 0 0
01/07/99 1 0
01/08D9 0 ! !
01/09/99 0 0
0~/10/99 0 0 0
0]/11/99 0 0 0
01/12~)9 I 0 0
0~113/99 1 0 0
01114,t99 I 0 0
O1115/99 0 0 0
O1116/99 0 0 0
Ol,t17/t)9 0 0 0
01118/99 0 0 0
01119/99 I 0 0
01/20/99 0 0 0
01/21/99 0 I 0
01/22/99 0 0 I
01/23/99 0 0 0
01124/99 0 0 0
01/25/99 0 0 0
01/26/99 I 0 0
01/27/99 I 0 0
01/28/99 0 I 0
01/29/99 0 0 0
01/30199 0 0 0
0,1/31/99 0 0 0
tandard 95% 95% 95%
[Standard Met'/ YES YES
SAME DAY < 12 HFs
Next Day
'I~o Days Ot~t
40
EXHIBIT B5
Page 2 of 2
laleSaIlatlan A v~ai[ab ll. iLv_An aly~is
Month of ~ua~
Availability
01/01/99 0
01.t02~9 0
01/05/~ I
~I~ 0
01~ 0
01~ 0
O1~9 0
~ 1~ 0
01/1~9 0
0~i I~ 0
0tti~ 0
01/1~9 0
01/14~ 0
01/15~ 0
01/1~ 0
01117~9 0
01118~9 0
01/19~ 0
01~ 0
01~1~ 0
01~9 0
01~9 0
01~4~9 0
0l~ 0
01~ 0
01~7~ 0
01~9 0
01~9D9 I
01~
01~1~ 0
95%
0 ~S~DAY < 12 H~
Next Day
Two ~ Out
41 _
EXHIBIT B6
_Customer Call Sample - January_
Calls Sampled
42
~.XHIBIT 3
CATV POLE LEASE AGREENENT
BETWEEN
CITY OF DENTON, TEXAS
AND
GOLDEN TRIANGLE COHIqUN[CATIONS
CATV Pole Lease A~reeme~
Index
Ps~e
Cos~ of Po~e Replace~n~s, A~c~e VI ~0
~s~ Con~rac~s, A~icle ~
General, A~cle ~
Ind~y and Ins~ce, ~c~e X
lns~la~o~ and h~e~nce of A~c~en~s and Poles,
Project, on AKa~ns~ Cla~ for L~bel and S~ander, CopF~E2~
R~h~s-o~-~y, Leeal Au~ori~ and ~e~aul~, A~t~cle ~ 11
Scope of A~re~eu~, Ac~cle II 2
Spec~ca~o~, ~le IV 5
Te~ and Tem~on of A~reemen~, Act~cLe ~
CATV POLE LEASE AGREEMENT
THIS AGREEMENT made as of the e]~q~ day of May, 197g, between the City
of Denton, Texas, a Home Rule Municipal Corporation, hereinafter called
Licensor, and Golden Triangle Communications, a partnership of the State of
Texas, having its principal office at Atlanta, Georgia, hereinafter called
Licensee,
WITNESSETH.
WHEREAS, Licensee proposes to furnish a CATV service {as hereinafter
defined) to residents of Denton, Texas, intends to erect and maintain an
antenna tower(s) located at Denton, Texas and proposes to install coaxial
television cables, amplifiers and drop wires, wires and appliances together
with associated cable messengers, anchors and other appurtenances (herein-
after sometimes collectively called "equipment") throughout the area to be
served and desires to attach such equipment to poles of Licensor and/or to
poles used Jointly by Licensor and other companies; and
WHEREAS, Licensor is willing to permit, to the extent it may lawfully
do so, the attachment: of said equipment to its poles where, in its Judgment,
such use will not interfere with its own serwce requirements or, as it may
be adwsed, the serwce requirements of other joint users, including conside-
rations of economy and s, fety.
l~OV, TIIER~ORE, ~n cons~.derat'.~on of ~=he mu~.ual covenants, r. en~s and
conditions he~e~n con~ned~ ~e para,es hereto do mutually covenen~ and
as
~TIC~ ~
D~ITIONS
1. ~1 refer~ces he=ein ~o "Lice~orts poles" o~ "~s pole~" s~ll
mean poles solely o~ed by ~e Licenso~, jowlly o~ed ~ Libor or ~e pole
space ren~e~ o~ obeyed by o~her a~an~en~s by L=cp.-or from ~o~er o~e~.
2. A~i ~efer~ces here~n ~o "3o~ ~er" s~ll mean (1) a co. any or
m~pal~=y w~ch ~o~e~er wi~ Llc~so= has a percen=a~e o~ersB=p ~ a pole,
(2) a public u~1i~y co. any or m~c~pal~ w~ has at~a~en~ pr~leses
L~censor's poles, or (3) a publ=c u=ili~y co.any vh~ olds poles on which
L~ce~or has k~ac~n~ pr~v~leses. *
3. All references here~ to "~ se~.~ce" ~hall mean ~he
mission ~ s~scribe=s of off-~e-ai= pic~p of broadcas= sisals or
~ransmiss~on wi~ou~ separa=e ~Ke of locally or~g~na=ed closed circui=
~elev~s~on =o ~e subscribers of off-~e-a~r sauce.
SCO~ OF A~
1. ~ce~o= hereby a~rees ~o l~cense and pe~ L~censee ~o a=~ch
· ~s equipment, for ~he pr~a~ pu~ose of [u=~sh=~ CA~ sea=ce wi=~=n the
area ou=lined in red un ~he map a~ached hereto as Exh=b~= A, to sucB
-2-
poles as are, ~n ~he judgueu~ of the L~censor, su~.able and available for such
a~r. aclmene, s, subjec~ ~.o r=he coud~ons and l~a~o~ con~ed he~e~n.
2. L~c~ee agrees ~h~ ~s eq~pmen~ ~o be a~ed
po~es s~ be ~ed fo~ ~he pu~ose of pFo~d~g ~ se~ce and s~ be
~ed pr~r~y ~or f~s~n~ ~ sauce. ~y res~d~ ~e~ capacity,
however, ~y be ~ed by ~ce~ee for any ~awf~ pu~osa.
3. ~c~see agrees ~o sere from ~e proper fr~,s~g aurora=y,
a frn~se ~o erec= and ma~n ~=s eq~pm~= w~ p~l~c s==ee=s,
nd o~er ~orous~a~es provided su~ fran~s~ au~o=~=F =~s~, ~ shall
sec=e ~y nd aL1 co~en=s, pe~=s o= l~c~es ~= my be legally
for its opera~o~ heralder. P=io= to ~e ~ecu=~on of ~e A~remen=, ~censee
shall del~ver =o L~c~so~ doc~en=a=ion sa=~s~ac=oW ~o L~c~or ev~denc~n~
~= all such fran~ses, consents, pemi=s or ~ce~es ~ye been obeyed.
~. Lic~see asrees =o assis~ in, ~d bea~ ~e ~ense of, secur~
any co~en=s, pemi=s or l~ce~es ~a= may be req~ed by L~ce~or by =eason
~TIC~ III
~PLI~TION FOR P~ISSI0~ T0
1. A~ leas~ ~ (30) da~s p~o= to ~e t~e L~censee desires
au=a~ ~=s equipmen= ~o any of L~censo='s poles, i= shall make written
~on on ~e fora marked E~b~= B at~ached he=e=o and male a par~ hereof,
~ n~be= of cop~es from ~e =o =~e prescribed by L~ce~o=. ~on approval of
-3-
sa~d appl~ca~ion, L~censor shall return one copy of Exhibit B to the L~censee
bearLng ~he endorse~en~ of L~s pe~LssLon.
2. ~on rece~v~ su~ endorsed copy of sa~d application, bu~ no~
sooner, L~censee sha~ have ~he r~sh~, s~jec~ ~o Ar~Lc~e IV h~raLn, ~o ~s~a~,
· aLn~aLn and use ~s equ~p~an~ described ~n saLd appL~ca~Lon upon ~e po~es
Ldentified ~era~, provided ~ L%c~ee s~l co~te each ~ns~atzon
v~ one (1) year from'da~e of said approved app~ca~2on; prided, however,
~t before co~enc~ any such ~s~al~a~Lon, L~ce~ee shall noilly L~c~sor
~e t~e when i~ proposes ~o do su~ ~ork and
e
co~le~on o~ su~ work, L~c~see s~l no~fy L~c~or and, ~ ~e even~
Licensor e~ec~ ~o ~ve l~s rapresen~ve present, L~c~see s~ re~burse
L~censor for ~e cos~ and e~ense ~ereof.
3. ~ere costs are ~nvo~ved ~n ~e rearrang~en~ of L~censor's or
o~er facL~es ~o acco~da~e L~censee's equipment, ~wo s~sned copies of sa~d
application shall be re~u~ed ~o L~censee de~n~ the costs ~n ~he space
provided ~ereon for ~ p~ose. Approval
s~jec~ ~o ~ece~ au~o~Lza~on ~rom L~censee, on sa~d application
space provided ~ereon ~or ~at pu~ose, to make ~anses and rea~ran$~s,
L~c~see's sole ~sk ~d e~se, de~aLled by L~c~so~ ~i~ sa~d cop~es o~ sa~d
app~cation. _
~. L~censee s~l no~ have ~he r~ht to p~ace, nor s~ ~ p~ace,
any addL~Lonal equLpmen~ upon any po~e used by
app~Lca.~on ~herefor and receives L~censor's p~Lss~on ~o do so, a~ as
-4-
prescribed in paragraph ! of th~s Article, nor shal! L~censee change she
pos~on of any equ£pnen~ attached to any such pole v£thout I~censor's prior
~r~tuen app=oval. The provisions of ~s Article shall not restr~c~ she
at~achmen~ of telev£s~on drops to television crossa~ms or television cabl~
messenger. It ~s agreed that a charge equal to one and one hal£
the pole rental amount, as sp~c~ed ~ ~cle VIII, pez a~ac~en~ sha~ be
~ev~ed agaLns~ ~d pa~d by L~censee ~o~censoz for any~au~o~zed a~ac~n~
made by Lzce~ee to Lz~soz's poles or faczlz~zes. T~s ~azge
addz~zon ~o renal cha~ges ~om ~e t~e of sazd ~au~o~zzed
rear~ang~en~ costs, or o~her appropriate ~a~ges. In ~e ev~
of ~he ~u~o~Lzed a~ac~ ca~ot be de~e~Lned, ~ s~ be deemed to have
occurred on ~he da~e succeed~g the day on ~h~ ~e ~ast jo~ su~ey ~as made
zn accordance ~z~h Paragraph 1 of Ar~zcle V.
5. I~ Es agreed and ~de~s~ood ~ba~ zn ~he case of
poles, pa~z~zon Lo a~ach ~ere~o sha!~ be subjec~ ~o Lzcenso~'s ob~znzng
approval from such join~ users and/or o~mers wheneve= necessa~.
~TIC~ IV
SPECIFI~TIONS
~. Lzce~ee, a~ E~s o~m cos~ and e~ense, shall comstock,
~d ~eplace z~s a~ac~n~s on L~censor's poles zn accordance wz~ (z) suc~
requzr~en~s and speczfzca~ons as Lzcensor shall f~om ~e ~o ~zme prescribe,
(~z) zn complzance w~h any ~ules oz orders now zn ef~ec~ or ~ha~ he=eaf~e~ may
],e zssued by any ~egula~ory Co~zsszon o~ o~er au~ho~z~y havzn~
-5-
and (~) ~:he requirements and specifications o~ ~-he ~a~:~oual Electrical
Code, 1977 Ed~on~ and any american,s or ~evLs~ons of sa~d specifications
code. In add~on, a~ a~ac~en~s sha~ be made by Lzcensee ~n accordance
~h~s Asre~en~ and ~b~s 1-10 a~ached hereto and made ~ pa~ he~eof.
L~censee as~ees ~o co~y~ a~ ~s so~e r~sk and ~ense, ~L~ ~e
of a~ EV~b~s a~ed he~e~o~ as revised f~om ~e ~o ~e by L~censo~
accordance ~ ~he provisions of ~s Article ~V.
~T~C~ V
1. The exac~ location of L~ce~ee~s a~c~en~s on po~es s~ be
de~e~ed f~om a ~oLn~ su~ey ~o be made~ a~ su~ ~es as s~ be
asked upon, by represen~ves o~ L~censor, L~ce~ee aud~ ~f desired by a ~o~
user L~ce~or may ~nspec~ each ne~ ~a~a~Lon of L~c~see on ~s po~es and
~n ~e v~c~y of L~s ~nes or appliances and may make periodic ~spec~ons
~e en~e p~n~ of L~censee as p~a~ cohesions my vagrant; and L~censee
s~, on d~and~ re~b~se L~c~sor for ~e cos~ of such s~e~s and
~spec~ons. Such ~spec~ons sha~ no~ operate ~o re~eve L~censee of any
respons~bL~i~y, ob~Lsa~on ~r ~ab~W ass~ed ~de~ ~s Asre~en~.
2. ~e L~censee*s a~a~en~s can be acco~oda~d on po~es
L~censoF by Fearrans~$ o: c~ng~nl ~he fac~es of L~censor o~ o~her ~o~
use~s~ LLcensee aKrees ~o pay LLcensoF ~ advanca ~e cos~ of mak~l su~
rea~ans~en~s or c~an~es S~rens~n~n~ of po~es (~uy~s) ~eq~ed ~o accom-
modaLe ~he a~ac~en~s of LLcensee and ~he bond~ o~ LLcensee*s s~and ~o
-6-
of L~censor sha].~, be pe=foL-med by L~censee ak ~s so].e r~sk and e~euse.
~o~k, however, ~y be pa=foxed by L~censo~ a~ ~s option) end ~ su~ even=
L~censee s~ pay ~o L~censor ~n advance ~e cos~ o~ a~ suc~ vo~k.
3. Upon written no~ce ~rom L~c~so~, L~censee s~ ~e~oca~e o~
~ep~ace ~s equ~pmen~ a~ed ~o L~ce~or*s po~es, or ~ra~e~ ~e same
s~s~u~ed po~es, or p~fom any o~her vork ~n co.action w~ sa~d eq~pm~
~a~ may be requested.by L~censo~, a~ L~c~ee's so~e :~sk and ~e~e,
provided, however, ~ ~ oases of ~ergen~ L~c~so~ my, a~ L~c~ee's so~e
:~sk and e~euse, a~se ~o relocate or :apiece ~e fac~es a~a~ed ~o sa:d
poles by ~censee, ~ransfer ~'Co substituted po~es o: pe:fo~ any o~er
p~c~, removal o~ re~ocaC~ou of sa~d po~es, ~e fac~es ~ereon or ~e
eq~pmu~ w~ my be p~ac~d ~ereon, or ~o~ ~e se~ce needs of L~c~so:.
~. L~c~see sha~ no~:fy L~ceusq~ ~ advanced of ~he ~me ~hen
p~oposes ~o replace any of ~s equ~puenc'a~ched ~o L~ce~or's po~es.
5. ~ ~ee ~:~-~ :eq~red on acco~ of L~censee's equ:pmen~
s~ be done by L~c~see a~ ~s so~e ~sk end e~ense end ~ a ma~er
fac~ow ~o L~ce~or and any o~er jo~n: users.
6. L~censee s~, a~ ~s ~o~e r~sk and e~ense, ~n~a~n a~
m~c~s on L:ce~or's po~es ~ s~e con~on and ~ ~ho:ouS~
7. Licensor reserves ko i~.sel£, i~.s successors and sss~sus ~.he
r~gh~ ko maintain ~s poles and ~o operate ~s ~ac~es ~hereon ~n such maker
as ~11 bes~ enable 2~ ~o [~f~ll ~s public se~ce ~eq~en~s. L~censor
o~er jo~C ~ers s~ no~ be l~able ~o ~ce~ee ~or any ~er~pt~on to ~e
se~ce o~ ~censee o~ ~or ~n~er~erence v~ ~he operation o~ ~e equ~pmen~
~c~see, ~ess ~ se~ce ~2e~p~on ~as crea~ed so~e~ by ac~s
~c~sor.
p~ace a crossa~ on any pole. ~ a crossa~ ~s req~red ~o acco~oda~e ~e
~ac2~es of ~e L~ce~ee, ~ Licensee sha~l so s~a~e ~he reasons ~erefore
~hou~ ~e ~r~or ~ri~ consu~ of L~ce~or except, ~ cases o~ ~ergenc~,
vhen oral pe~ss~on sha~l ~ve been ob~ued [rom L~censor*s a~hor~zed
r~Fes~a~ve a~ Denton, Texas
and s~seque~ly co~ed ~
lO. If L~censee should ~equ~re ~he location o[ ~s eq~pmen~ upon
p~c ~oroug~are or o~er p~ic or p~va~e proper~y ~n ~he conduc~ o~ its
bus.ess ~ ~e ~e~o~ cove~ed by ~s Agre~ and L~censor sha~ no~ have
pole ~ac~es so ~oca~ed ~o ~u~ L~cen3ee's requ~s, L~cense~ sBa~ so
not~ ~censor, and ~e pa~es sha~l ~ere~on dene~ne vho sha~ p~ace such
-8-
pole facilities ~n such location. The pole fac~l~ties shall be erected xn such
locatzons adequate to mee~ ~e se~ce requ~en~s o~ bo~ L~censee and
L~censo~ and ~f placed by ~e L~censo~, ~e L~censee sha~ ~ereupon make
application for pem~ss~on ~o p~ace ~s eq~pmen~ ~e~eon as provided ~n ~s
A~re~en~. If ~e pole fac~es are placed by L~c~see, a~ privileges
sha~l be made available
char~ed Lice~ee heralder.
ll. Ho~ ~n ~.~s Agreemen~ shall be construed to oblzga~e
Licensor to grant Licensee pemn~ss~on to use any particu~sr pole and Licensor at
its d~screCion may revoke penn~ssion Cheretofora Srauted ~o L~ceusee ~th
respect Co any part~cuJ, er po~.e. If such pe~ss~on ~s refused~ L~ce~ee ~s free
Co ~ka any o~e~ a~an~an~ no~ pro~b~ed ~der ~e ~e~ of Chis Asre~en~,
it may ~sh ~o provide fo~ i~s equipment a~ ~he location ~ q~es~on.
12. Whenever, pursuant to the provisions of Chis Asreeuent, Licensee
shall be required Co remove ~s a~c~n~s from any pole, such r~oval sha~ be
made, except as o~se speci~ca~ly pro~ded, vi~n ~y (30) days
follow~g ~e g~v~g of no~2ce ~o Licensee by ~c~sor Zo so ~emove.
fa~ure of L~censee ~o r~ove such a~c~en~s wit~,~ su~ ~r~y (30) days or
as o~e~se req~ed, L~c~or may r~ove ~ and ~arge all costs associated
v~h su~ ~oval Co.L~censee. ·
13. Licensee agrees that £t shall not ~uCerset po~es vhere
Licensor's facilities are located no~ shall ~t ~oca~e poles, S, tys, or o~her
facilities where ~n e~her case they w£~l ~er[e~e ~th access to L~censor's
poles or violate any prov~sion o~e Ha~onal Electric Safe,y Code.
ARTICLE VI
COST OF POL~ REPLACEHENIS
1. ~aenever Licensee appl=es for penn~ss£ou to at~ach to a pole
is considered by ~ic~sor ~o be ~su~f~c~ ~ he~g~ or s~r~g~ ~o~
acco~oda~ion of L~c~ee's a~ac~en~s, or ~n ~e eveu~ ~= L~ce~or or
~o~ ~er of ~e pole shall ceq~e ~e space occupied ~ L~c~see's
a~en~, ~censor s~L~ no~ L~c~see o[ sn~ [ac~ ~d o~ ~e es~a~ed
cos~ ~o L~c~ee o~ ~p~ac~ su~ po~e ~ a po~e ~ch ~1 acco~oda~e ~e
a~en~s o~ L~c-~ee, L~ce~or and ~y su~ jo~n~ ~e~. W~h~ ~r2y (30)
cloys o~ such no~fica~ou, L~censee shall e~er no~2~ L~c~sor (i) o[
a~val o~ su~ r~lac~ or (~) off ~s ~nce~la~on o~ ~e app~ca~on
~Bpec~ tO SU~ po~e or (~) ~ ~e case o~ ~2s~ a~~s, off
elec~on ~ E~ove ~s a~c~s ~rom ~e pole.
2. ~n ~ ~en~ o~ ~c-neee's approva~ o~ su~
~c-e-or shll ~epLace ~e pole a~ Lice~ee sha~ pay ~o L2censor ~ advance
~ ~Kes ~e~efore co~u~ed as ~o~ows:
~e ~o~1 cos~ o~ ~e n~ pole, ~e r~ova~ o~ ~e old pole, ~e
~An~er~n~ o~ ~c~or*s and a~ su~ jo~n~ ~er's a~s ~rom ~ o~d
~e ne~ pole and su~ o~e~ costs, ~ ~, necess~ed by Licensee's
~eq~s, less ~e ~o~al o~ ~e ~o~lov~s: acc~ed deprecation on ~e old
po~e, s8lvaBe, ~ an~, and ~e cos~ o~ such port,on o~ ~e ne~ po~e, ~ff
~ ~epresen~s s~ace rescued ~or ~e use of L~censor or any such ~o~n~ user
Krea~er ~an ~a~ provided ~or ~ on the old po~e, less appropriate
contribution by any o~her [~censee, ~ any
-10-
ARTICLE VII
,RIG~TS=OF-WAY~ LEGAL AUTHORITY A~D DE~AU~?
1. ~on execution of t~s A~reenen~, Licensee shall submit evidence
sat~sfac~o~ to licensor of ~s au~or~Cy ~o erecC and ma~ ~s eq~pmen~
w~n public s~ee~s, ~ways and o~er ~o~ou~a~es end sha~ se~e
necessaw ~c~se, pe~ or consen~ f~om Federal, s~Ce or m~c~pa~
au~o~es and from ~e o~eres of proper~y now or he~ef~er ~eq~ed ~o
cous~ruc~ and mi~n~a~ su~ equ~pmen~ a~ ~e loca~o~ of poles of L~censo~ ~o
w~ ~ desires ~o a~. ~ ~e even~ any su~ franc~se, ~c~e, pem~ or
cousen~ ~s r~oked or ~s ~ereaf~er deu~ed ~o L~ceusee for any reason,
pe~ss~ou ~ a~ach ~o l~c~sor's poles she~ ,~ed~a~e~y Cem~naCe, L~censee
shall w~n reeso~b~e ~e r~ove ~s eq~p~ from L~ce~or*s po~es and
L~censor a~ ~s option may forthwith ~em~e ~s Asre~en~.
2. · ~on no~ce from L~censor ~o L~censee che~ ~he cessation of
use o~ an~ po~e or poles has been requested or d~ec~ed by Federal, s~e o~
~c~pal au~hor~es, or proper~y o~ers, pem~ss~on co a~ ~o such pole o~
poles sha~ ~ediaCely ~em~ce end L~c~see s~ for~h~ r~ove
equipmen~ ~here~ron.
3. I~ L~c~ee s~ fa~ ~o co~y v~h any of ~he prows~ous o~
~s AS~e~, ~c~ud~ns ~e spec~ica~ons hereinbefore referred ~o, o~
defau~ ~ any of ~s ob~Ea~o~ ~de~ ~s Asre~eu~, and she~
~rW (30) days after ~en no~ce f~om L~ce~o~ ~o correc~ such defa~ o~
-31-
noncompliance, Licensor may, at its option forthwith terminate this
Agreement in its entirety or, at its election, revoke the permit
covering the pole or poles involved in such default or noncompliance,
or at Licensor's option, obtain service of an attorney to institute
suit or other Judicial proceeding to remedy and default by Licensee
in its performance of the covenants, terms and conditions of this
Agreement and Licensee expressly agrees that the defeated party shall
pay reasonable attorney's fees and expenses of such legal counsel.
ARTICLE VIII
RENTALS
1. For the privilege of placing and maintaining attachments on
Licensor's poles, Licensee shall pay an annual rental rate of five
dollars ($5.00) per contract.
2. Rentals shall be payable annually in advance to the Licensor
on the first day of ~anuary each year during which th~s Agreement re-
mains in effect.
3. At anytime after two (2) years from the date of this Agreement
and at intervals of not less than two {2) years thereafter, the rentals
shall be sub3ect to adjustment by Licensor upon written notice.
4. Rental payment shall be made within sixty (60) days of the
receipt of statement. Any late payment shall bear ~n ~nterest rate of
ten percent (10%) per annum.
$. The Licensee and Licensor shall together maintain a perpetual
inventory of coca! Licensee contacts through the use of Exhibit B, "Appli-
cation of Per.it," and Exhibit C, "Notice of Re~oval,°' and ell future
rental f~es shall be based on such perpetual inventory. The Licensor umy
st its option use a physical inventory in lieu of perpetual inventory
The cost of such physical inventory shall be shared proportionally among
the participatin$ companies.
6, In the event Licensee makes an attachment co the Licensor's
pole ac anytime after commencement of this Azreement and fails Co comply
to Article III, Parasraph ! hereof, then Article ~II, Perasraph &, shall apply
7. In ~he event that Licensor files a tariff with the appropriate
regulatory authority durinS the term of this Asreement coverin$ attachments
made to i~s poles, LEcensor reserves the right co substitute the rates and
charses covered by such tariff in place of the rentals oat forth in this
Article.
8. The Licensee shell reimburse the Licensor in advance for all
net capital costs incurred by Licensor as a result of replacins poles and
equipment as required by Licensee fo~ the initial installation of Licensee's
attachments, l~Lcensor shell credit such advance reimbursement by Licensee
to initial and subsequent rental lease fees. Licensor shall notify Licensee
of the estimated ne~ costs of such replacement8 on the application forms.
Licensee shall make payments of such estimated costs and renal adjustments
in payments or credits shall be made at the completion of the work nd shell
be based on actual costs incurred.
ARTICLE IX
TER~A,~D TERMINATION OF AGREEMENT
1. This Asree~nc, if nec previously cenainaced in accordance
rich the provis~ons hereo~, 8hall continue in effec~ for a ce~ of f~ve
(~) yea~8 ~d ~hereafcer until ce~2naced as provided herein. ~e Asree-
MnC uy be ~e~naCed aC the end of sa~d ci~ or aC any c~ ChereafCer
by e~her parcy ~2vinS co the ocher party ac lease n~neCy (90) days eriCCen
notice. Upon Ce~C~on of the AsreemenC Ln accordance ~ch any of ~cs
cern, L~censee sh~l remove leo sa~d equ~p~nc from all poles of L~c~oor
vich~n thirty (30) days thereafter.
-13a-
2. L~censee may at an~' tLme remove ~s equipment attached to any
pole or poles of Licensor, but shall ~e~ned~ately give LLcanso~ vr~en no~ce
such r~oval ~n ~ rom of ~b~ C ~ached hereto and made a par~ hereo~.
No credL~ of ref~d of an~ ~n~a~ sha~ be a~lo~ed L~censee on acco~ of such
removal.
3. T~s Asre~en~ sha~ be subjec~ to ~e~a~on by L~censo~
~ou~ no~Lce, o~, vh~a cLrc~s~anc~s p~, upon f~ve (5) days'
no~ce ~o L~ca~ee, ~on objec~Lon be~$ rode by o~ on beha~[ o[ any
gove~en~a~ au~or~ asser~n~ p~oper Jurisdiction ~e~eon.
1. ~ce~ee s~ll ~n~,~ ~y, protect and hold ~e~s L~ce~or and
other joL2t users of said poles fro~ and aSa~st any and all loss, costs,
claims, d~ands, da~ase and/or e~e~e ar~s~ns out o[ any d~and, cla~, ~uit or
jud~ent for da~ases to property and inju~ to or dea~ o[ persons, includ~n~
the o~ficers, asents and e~loyees of eider pa~y hereto and other joLnt ~ers
of said poles, inc~udLn$ pa~t ~ade ~der any ~or~en's ~ensation Law and
~de~ any plan fo~ ~loyees' disabLlzty ~d dea~ beneEits, ~ch may arLse out
of or be caused by the erectzon, ma~tenance, presence, use or removal of sazd
eq~pm~t o~ b~ ~e-prox~ity of ~e ~espective c~bles, u. ires, apparatus and
appliances, o~ ~e pa~ties hereto or other joLnt users o~ said po~es, or
out of any act or omission or a[[esed act or om~sszon o[ Lzcensee, znc[udLn~ an~,
claims and de~ands of customers of Licensee.
-14-
2. Licensee shall carry insurance, at 1ts sole cost and expense, to
protect the parties hereto and other 3o~nt users of said poles from and
against any and all such claims and demands and from and against any and
all actions, Judgments, costs, expenses and l~abtltttes of every name and
nature which may arise or result, directly or 1ndtrectly, from or by rea-
son of the acts or omissions of Licensee hereunder and irrespective of any
fault, fatlure, negligence or alleged negligence on the part of Licensor
or of any other Joint user of said poles. The amounts of such insurance
are set out tn Section 27-58 of Ordinance No. 78-21 of the City of Denton
ordinances, and the Licensee will comply ~tth the provisions of that section.
Licensee shall promptly advise an authorized representative of Licensor of
all claims relating to damage to property or ln3ury to or death of persons,
arising or alleged to have arisen in any manner by, er dlrectly or indirectly
associated ~tth, the erection, maintenance, presence, use or removal of
LJcensee's equipment.
2. Ltcensee has furnished $30,000 tn security as required by Section
27-43 of Ordinance No. 78-21 (Cable Television Franchise Ordinance) and such
sum shall also guarantee the performance of all the covenants, rems and
conditions of this agreement.
3. Licensee shall exerctse specie1 precautions to avoid damage to
facilities of Licensor and of other 3otnt users on sa~d poles and hereby
assumes all responsibility for any and all loss for such damage Licensee
shall make an immediate report to Licensor of the occurrence of any such
damage and hereby agrees to reimburse L~censor for the expense incurred tn
making repairs necessitated thereby.
-15-
~TICI,E XI
1. Licensee sha~ in~-t~y, protec~ ~d ho~d ha~ess L~censor
f~om a~d a~a~t any and a~l cla~s for libel and slander, copyr~h~ and/o~
to L~c~o~'s po~e~ pu~s~n~ ~ ~s Agre~en~.
.
1. L$c~ee s~l not ass~, tr~[er or sub,et ~s A~re~ent, or
~c~sor. Previded, however, ~at Lice~or's consent shaL~ not
p~ace ~or~e~e or lien upon ~ ~ac$1it~es o[ L~c~ee for the pu~ose
sysco.
2. No ~e, however extended, of Lic~or's poles ~der ~ Agree-
~en~ sha~l create or vest in L$ce~ee any ~ership or prope~y r$sht ~n saLd
poles, but L~ce~ee's ri~h~s ~erein s~ll Be and r~aLn a me~e
No.ins her~ con~ed shal~ be co~t~ed to co~ L~c~or ~o ~a~ any
of i~s poles for a period lonier ~an ~at d~and~ b~ L~s o~ se~$ce ~equLre-
men~s.
3. Nol~,,.n~ bere~.n cou~.ained shall be consr, rued as affec~n~
~gh~s or p~iv~e~es previo~ly confe~ed by L~censo~ ~o o~hers, by con~ac~ or
o~e~se, ~o ~e any poles covered by ~s Agre~en~, and LLc~sor s~l~ have
~e ~gh~ ~o continue ~o ex,end such r~gh~s o~ privileges, ~e
privileges g~an~ed here~de~ s~ a~ a~l ~es be subjec~ ~o such contracts and
arran~en~s and no~g con~a~ed herein s~ll be cons~d as affec~in~ ~he
r~gh~ of L~c~sor ~o gr~ a~c~ p=~v~leges ~o su~ o~er par~ies as ~= may
d~s~re ~o do so.
~. ~a~ure ~o e~orce or ~s~s~ upon constance ~ any of ~e
~em or cond~ions of ~s Agcemenk sha~ no~ constitute a general ~a~ver or
reL~quLs~en~ of any su~ terns or condi~o~ bu~ ~he same sha~l be and r~a~n
at a~l ~es ~ f~l force and effect.
5. Subject ~o ~e provLsions of paragraph 1 ~f ~s Article,
Agre~ sha~2 ex~end ~o and b~d ~e scc~essors and ass~s of ~a para,es
hereto.
6. No~h~ng con~a~ed here~n sha~l be cons~ed as affec~g ~he
~gh~s conferred or exercised by ~e par~2es ~dar presen~ or future
gove~en~ 4u~or~y or regulation.
PA~ O~ BI~S
1. A~I amours payab~ by L~censee ~o L~censor ~der ~e provLs~ons
of ~s AEre~n~ shall, ~l~ss o~he~ise specif~ed, be payable w~n
(30) days al=er presentation of b~lls therefor. Nonpa~en~ of ~y such
~hen due s~11 cons~i~u=e a defaul~ ~d~= t~s A~reemen~.
ARTICLE XIV
EXISTING CONTRACTS
1. All existing Agreements between the parties hereto for the joint
use of facilities are by mutual consent hereby abrogated and superseded
by this Agreement.
Nothing in the foregoing shall preclude the parties to this
Agreement from preparing such supplemental operating routines or working
practices as they mutually agree to be necessary or desirable to effectively
admin(ster the provisions of this Agreement.
ARTICLE XV
NOTICE
1. Any notice provided in this Agreement to be given by either party
hereto to the other shall be deemed to have been duly given when made in
witting and deposited in the United States Mail, postage prepaid, addressed
as follows:
TO LICENSEE:
~olden Triangle Co~nuntcattens
53 Perimeter Center East
Suite 300
Atlanta, Georgia 30346
TO LICENSOR
City of Denton
215 East McKinney
Denton, Texas 76201
Attn: Director of Util'ties
-18-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
CITY OF DENTON, TEXAS, LICENSOR
ATTES~
GOLDEN TRIANGLE COMMUNICATIONS, LICENSEE
BY: ~
Al'TEST. (. ~r~nce~
-lg-
EXHIBIT 4
CABLE DUCT USE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS
AND SAMMONS COMMUNICATIONS, INC.
2095L
TABLE OF CONTENTS
Article Page
I. Definitions 1
II. Scope of Aireement 2
III. Application for Permission to Install Cable 3
IV. Specifications 4
V. Installation and Maintenance of Cable and Duct 4
VI. Rights-Of-Way, Legal Authority and Default 5
VII. Fee 6
VIII. Term and Termination of Agreement 6
IX. Force Majeure 7
X. Indemnity and Insurance
XI. Limitation on Assignment and Transfer 8
XII. Supplemental Operating Routines or Working Practices 9
XIII. Notice 9
Attachment Exhibit A: Drawin§ No. P.U.E.D. 132
Revision Level O, Dated June 24, 1985
Attachment Exhibit B: Drawing No. P.U.E.D. 133
Revision Level O, Dated June 24, 1985
Attachment Exhibit C' Drawing No. P.U.E.D. 134
Revision Level 0, Dated June 26, 1985
Attachment Exhibit D: Drawing No. P.U.E.D
Revision Level O, Dated July 5, 1985
2095L
CABLE DUCT USE AGREEMENT
This Cable Duct Use Agreement made and entered into effec-
tive and operative as of the day of , 1988
by and between the City of Denton, Texas, a Home Rule Municipal
Corporation, hereinafter referred to as "Licensor," and Sammons
Communications, Inc., a Texas Corporation, hereinafter referred
to as "Licensee,"
WITNESSETH'
WHEREAS, Licensee is franchised to furnish CATV Service (as
hereinafter defined) to residents of Denton, Texas and is the
assignee of and bound by a certain "CATV POLE LEASE AGREEMENT"
dated the 7th day of May, 1979, between the Licensor and Golden
Triangle Communications, which permits the Licensee to attach
equipment necessary to the provision of CATV Service to
Licensor's electric utility poles; and
WHEP~S, Licensor has caused poles to be removed and
underground cable duct to be installed for the purpose of
distribution of electricity in the area commonly known as "The
Square" and further defined tn Exhibit A, Drawing No. P.U.E.D.
#132, Revision Level 0, Dated June 24, 1985; Exhibit B, Drawing
No. P.U.E.D. #133, Revision Level 0, Dated June 24, 1985,
Exhibit C, Drawing No. P.U.E.D. ~134, Revision Level 0, Dated
June 16, 1985; Exhibit D, Drawing No. P.U.E.D. #135, Revision
Level 0, Dated July 5, 1985; and
WHEREAS, Licensor has dedicated a d~ct withi~ Li~.ensor[s
System of Ducts to be used for CATV Service to sUbSCribers Ln
said area and is willing to permit, to the extent it may
lawfully do so, the use of said duct by Licensee where, in
Licensor's Judgment, such use will not interfere wi~h its ~wn
service requirements or, as it may be advised, the servzce
requirements of the Joint Users, present or future, including
consideration of economy and safety.
NOW, THEREFORE, in consideration of the mutual covenants,
terms and conditions herein contained, the parties hereto do
mutually covenant and agree as follows.
ARTICLE I.
DEFINITIONS
1. Ail references herein to "Licer~sor's Duct" or "Licensor's
System o~ Ducts" or "Licensor's Duct System" shall mean duct
and related appurtenances consisting of vaults, manholes,
]unction boxes, and pull boxes solely owned by the Licensor,
Jointly owned by Licensor, or duct rented or obtained through
other arrangements by Licensor from another owner.
2. All references herein to "3oint User" shall mean (1) a
company or municipality which together w~th Licensor has a
percentage ownership in a duct or system of duc=s, (2) a public
utility company or municipality which has use privileges for
Licensor's duct, or (3) a public utility company which owns
duct for which Licensor has use priv~leges.
3. All references herein to "CATV Service" shall mean all
services provided by Ssmmons Communications as defined in its
franchise asreemen= with the City of Den=on.
4. Ail references herein to "Licensee's Cable" shall mean
the coaxial cable or Cables and associated Joining fittings
used as the transmission media for CATV Service.
5. All reference herein to "Licensee's Equipment" shall
refer to amplifiers, power supplies and other similar support
equipment =ha= is no= sui=abie for inclusion in duct system
manholes~ vaults, June=ton boxes and pull boxes.
ARTICLE II.
SCOPE OF AGREEMENT
1. Licensor hereby agrees to license and permit Licensee to
route Licensee's Cable, for the primary purpose of furnishing
CATV Service in accordance with its franchise, within the area
commonly known as "The Square," and further defined by Exhibits
A, B, C and D; to such of Licensor's Duct System of as are, in
the Judgment of the Licensor, suitable and available for such
cable, subject to conditions and limitations contained herein.
2. Licensee agrees =ha= only cable shall be routed through
Licensor's Duct and related manholes, vaults, pull boxes and
June=ion boxes and =ha= Licensee shall ins=all Licensee*s
Equipment in above ground locations si=ed to prevent
interference with Licensor's access to said manholes, vaults,
pull boxes and Junction boxes.
3 Licensee agrees =ha= =his A§reement ex=ends only =o the
use cf the Licensor's Duc= System as defined on Exhibits A, B,
C, and D, and that Licensee agrees to secure and maintain from
the proper franchising authority, a franch%se to erect and
maintain its equipment within public s~re~ts, highways and
other thoroughfares provided such franchising authority exists,
PAGE 2
and shall secure any and all consents, permzts or licenses that
may be required by law for its operations.
4. Licensee agrees to assist in and bear the expense of
securing any consents, permits or licenses that may be required
by Licensor by reason of this Agreement.
ARTICLE III.
APPLICATION FOR PERMISSION TO INSTALL CABLE
1. At least thirty (30) days prior to the time Licensee
desires to install cable in Licensor's Duct System, it shall
make written application to Licensor. Licensor shall review
Licensee's application and upon approval, shall supply Licensee
written approval to proceed with installation.
2. Upon receiving such written approval but not sooner,
Licensee shall have the right, subject to Article IV herein, to
install, maintain and use Licensee's Cable described in said
application in ducts identified therein, provided that Licensee
shall complete each installation within one (1) year from date
of said approved application; provided however, that before
commencing any such installation, Licensee shall notify
Licensor at least five days in advance of the time when it
proposes to do such work and, in the event Licensor elects to
have its representative present, Licensee shall reimburse
Licensor for the cost and expense thereof.
3. ~ere costs are involved in the rearrangement of
Licensor's Duct or other facilities to accommodate Licensee's
Cable, the Licensor shall notify Licensee of these estimated
costs and Licensee shall notify the Licensor in writing that
actual costs will be paid by Licensee to effect such rearrange-
ment. Licensor shall then make said changes and rearrangements,
at Licensee's sole risk and expense, and upon completion shall
notify the Licensee that installation of cable may proceed.
4. Licensee shall not have the right to place, nor shall it
place, any of Licensee's Equipment in Licensor's System of
Ducts and its associated manholes, vaults, pull boxes, and
junctioln boxes; and shall install only the Licensee's Cable and
ftttingl required for its termination and assembly or connection
within the duct system. Licensee's Equipment necessary for the
full operation, of and delivery of CATV Service shall be
constructed, housed, or mounted external to Licensor's System
of Duct, s.
5. Licensee shall not chan§e the position of any cable
routed through Licensor's Duct System without Licensor's prior
PAGE 3
written approval. The provisions of this Article shall not
restrict the attachment of service drops from Licensee's Cable
installed in the Licensor's System of ducts.
ARTICLE IV.
SPECIFICATIONS
1 Licensee, at its own cost and expense, shall construct,
maintain and replace Licensee's Cable in accordance with (i)
such requirements and specifications as Licensor shall from
time to time prescribe, (ii) in compliance with any rules or
orders now in effect or that hereafter may be issued by a
regulatory Commission or other authority having Jurisdiction,
and (iii) the requirements and specifications of the National
Electrical Safety Code, 1987 Edition, and any subsequent
amendments or revisions of said specifications or code.
ARTICLE V.
INSTALLATION AND MAINTENANCE OF CABLE AND DUCT
1. Upon written notice from Licensor, Licensee shall, within
thirty (30) days of receipt of such notice, relocate or replace
Licensee's Cable or transfer the same to a substitute duct
system or perform any other work in connection with said Cable
that may be requested by Licensor, at Licensee's sole risk and
expense, provided, however, that in cases of emergency, Licensor
may, at Licensee's sole risk and expense, arrange to relocate
or replace the Licensee's Cable, transfer said Cable to a sub-
stitute duct system or perform any other work in connection
with said Cable that may be required in the maintenance,
replacement, removal or relocation of said duct system, for the
service needs of Licensor.
2. No additions to, or change of locations of Licensee's
Cable in Licensor's Duct System shall be undertaken without the
prior written consent of Licensor, except in cases of emergency,
when Licensee must obtain oral permission from Licensor's
authorized representative, presently designated as the City of
Denton, Director of Utilities and subsequently confirmed in
writing.
3. Licensee shall, ~t its sole r~sk and expense, maintain
all of Licensee's Cable in Licensor's Duct System in safe
conditzon and thorough repair. L~censor or its agents shall be
sole judge of suitability of such condition and repair.
4 Licensor reserves to itself, its successors and assigns
the right to maintain Licensor's Duct System and to operate its
facilities therein in such manner as will best enable it to
PAGE
fulfill its public service requirements. Licensor or the Joint
Users will make every reasonable effort to prevent interruption
to the service of the Licensee but shall not be liable to
Licensee for any interruption to the service of Licensee or for
interference with the operation of the Licensee's Equipment.
5. Nothing in this Agreement shall be construed to obligate
Licensor to grant Licensee permission to use any particular duct
and Licensor at its discretion may revoke permission therefore
sranted to Licensee with respect to any particular duct if
Licensor can make a substitute duct system available. If such
permission is refused, Licensee is free to make any other
arrangement not prohibited under the terms of this Asreement it
may wish to provide for Licensee's Cable at the locetion in
question.
6. Whenever, pursuant to the provisions of this Agreement,
Licensee shall be required to remove Licensee's Cable from any
duct, such removal shall be made, except as otherwise specifi-
cally provided, within thirty (30) days followin8 the giving of
notice to Licensee to so remove. Upon failure of Licensee to
remove Licensee's Cable within such thirty (30) days or as
otherwise required, Licensor may remove Licensee's Cable and
charge all costs associated with said removal to Licensee.
ARTICLE VI.
RIGHTS-OF WAY, LEGAL AUTHORITY AND DEFAULT
1. In the event any such franchise, license, permit or
consent necessary for the lawful provision of CATV Service is
revoked or is hereafter denied to Licensee for any reason,
permission to route Licensee's Cable through Licensor's Duct
System shall immediately terminate, Licensee shall, within a
reasonable time, remove Licensee's Cable from Licensor's Duct
system mhd Licensor, at its option, may forthwith terminate
this Agreement.
2. Upon notice from Licensor to Licensee that the cessation
of the use of any duct system has been requested or directed by
Federal, state or municipal authorities, permission to route
Cable through such duct system shall immediately terminate and
Licensee shall forthwith remove Licensee's Canle therefrom.
3. If Licensee shall f~il to comply with any of the
provisions of this Agreem, nt, including the specification
heretofore referred to, or aefaults in any of its obllgations
under this Agreement, and sha~l fail within thirty (30) days
after written notice from Licensor to correct such default or
noncompliance, Licensor may, mt its option
PAGE 5
a) forthwith terminate this Agreement in its entirety,
or,
b) at its election, revoke the permit covering the duct
or ducts involved in such default or noncompliance,
or,
c) at Licensor's option, obtain service of an attorney
to institute suit of other Judicial proceeding to
remedy any default by Licensee in its performance of
the covenants, te~ms and conditions of this Agreement.
Licensee expressly agrees that it shall pay reasonable
attorney's fees and expenses of such legal counsel.
ARTICLE VII.
FEES
1. For the privilege of placing and maintaining Licensee's
Cable in Licensor's Duct System as shown on Exhibits A, B, C
and D, Licensee shall pay an initial fee of $18,000, and the
sum of $20.00 per year for the next fourteen (it) years, due
and payable on October 1, of each year.
2. No additional fees will be paid by Licensee during the
term of this A~reament except as provided elsewhere herein.
3. Payment of the $18,000 fee shall be made within thirty
(30) days of the execution of this agreement. Failure to pay
such amount when due shall constitute a default under this
Agreement.
ARTICLE VIII.
TERM AND TERMINATION OF AGREEMENT
1. This agreement, if not previously terminated in accord-
ance with the provisions hereof, shall continue in effect for a
term of fifteen (15) years and thereafter until terminated as
provided herein. The Agreement may be terminated at the end of
said term or at any time thereafter by either party giving to
the other party at least (90) days written notice. Upon
termination of the agreement, Licensee shall remove Licensee's
Cable for the Licensor's Duct System within thirty (30) days of
the effective termination date.
2. Licensee may at any rime remove Licensee's Cable from
Licensor's Duct System but shall immediately give Licensor
written notice of intent of such removal and Licensee's intent
PAGE 6
to terminate this Asreement. No credit or refund of any fee
shall be allowed Licensee on account of such removal.
3. This Agreement shall be subject to termination by
Licensor without notice, or, where circumstances, permit, upon
five (5) days written notice to Licensee, upon objection being
made by or on behalf of any governmental authority asserting
prior Jurisdictions thereof.
ARTICLE IX.
FORCE MAJEURE
If either party is rendered unable, wholly or in part, by
force majeure or other causes herein specified, to carry out its
obligations under this Agreement, other than the obligation to
make ~ayment of amounts due hereunder, it is agreed that on such
party s giving notice and reasonable full particulars of such
force majeure in writing to the other party within a reasonable
time after the occurrence of the cause relied on, then the
obligations of the party giving such notice, so far as they are
affected by such force majeure or the causes herein specified,
shall be suspended during the continuance of any inability so
caused, but zor no longer period, and such cause shall so far
as possible be remedied with all reasonable dispatch.
For purposes of this Article, force majeure means any cause
or event not reasonably within the control of either party,
including without limitation the following' acts of God,
strikes; lockouts; orders of any kind of the government of the
United States or of the State of Texas or of any of their
departments, agencies or officials, or civil or military auth-
orities, insurrections, civil disturbances, epidermis, land-
slides, lightning, earthquakes; fires; hurricanes, tornadoes,
storms, typhoons, cyclones, waterspouts, floods, washouts,
arrests, restraints of government and people, explosions,
breakage or accident to machinery and transmission lines or
poles.
ARTICLE X.
INDEMNITY AND INSURANCE
1. Licensee shall indemnify, protect and hold harmless
Licensor and other Joint Users of said duct system from and
agaznst any and all loss, costs, claims, demand%, damage and/or
expense arising out of any demand, claim, suit or Judgment for
damages to property and injury to or death of persons, including
the officers, agents and employees of either party hereto and
other Joint Users of said duct system, including paymen~ made
PAGE 7
under any Workers' Compensation law and under any plan for
employees' disability and death benefits, which may arise out
of or be caused by =he erection, maintenance, presence, use or
removal of Licensee's Cables or by =he proximity of =he respec-
tive cables, wires, apparatus and appliances of =he parties
hereto or other Join= Users of said duct system, or arising out
of an ac= or omission of alleged ac= or omission of Licensee,
including any claims and demands of customers of Licensee.
2. Licensee shall carry insurance, a= its sole cos= and
expense, to protect the parties hereto and other Joint Users of
said duc= system from and against any and all such claims and
demands and from and against any and all actions, Judgments,
costs, expenses and liability of every name and nature which
may arise or result, directly or indirectly, from or by reason
of =he acts or omissions of Licensee hereunder and irrespective
of any fault, failure, negligence or alleged negligence in =he
parc of Licensor or of any or the Joint users of said duct
system. T~ minimum amounts of such insurance are se= out in
Section 27 58 of Ordinance No. 78-21 of =he City of Denton
Ordinances, and =he Licensee will comply with =he provisions of
=hat sec=ion, and as the same may be amended. Licensee shall
promptly advise the authorized representative or Licensor of
all claims relating to damage =o property or injury =o or death
of persons, arising or alleged to have arisen in any manner by,
or directly or indirectly associated with, =he erection,
maintenance, presence, use or removal of Licenseets property.
3. Licensee shall exercise special pre=au=ions =o avoid
damage to facilities of Licensor and or =he Join= Users in said
ducts end hereby assumes all responsibility for any and all
loss for such damage, Licensee shall make an immediate report
=o Licensor of =he occurrence of any such damage and hereby
aErees =o reimburse Licensor for =he expense incurred in making
repairs necessitated =hereby.
A~TICLE XI.
LIMITATION ON ASSIGNMENT AND TRANSFER
1 Licensee shall not assign, transfer or sublet this
Agreement, or any of the privileges hereby granted =o it,
without the prior written consent of Lzcensor. Provided,
however, that Licensor's consent shall not be required =o place
a mortgage or lien upon the facilities of Licens,e for the
purpvse of financing the installation, improvement, maintenance
or extension of its system.
2. No use, h~wever extended, of Licensor's Duct System under
this Agreement shall create or vest in Licensee any ownership of
PAGE 8
property right in Licensor's Duct System, but Licensee's rights
therein shall be and remain nothing more than a License.
Nothing herein contained shall be construed to compel Licensor
to maintain any of its duct system for a period longer than
that demanded by its own service requirements.
3. Nothing herein contained shall be construed as affecting
the rights or privileges previously conferred by Licensor to
others, by contract or otherwise, to use any ducts covered by
this Agreement, and Licensor shall have the right to continue
to extend such rights or privileges; the use privileges granted
hereunder shall at all times be subject to such contracts and
arrangements and nothing contained herein shall be construed as
affecting the right of Licensor to grant use privileges to such
other parties as it may desire to do so.
4. Failure to enforce or insist upon compliance with any of
the terms or conditions of this Agreement shall not constitute
a general waiver or relinquishment of any such terms or
conditions, but the same shall be and remain at all times in
full force and effect.
5. Subject to the provisions of paragraph 1 of this Article,
this Agreement shall extend to and bind the successors and
assigns of the parties hereto.
6. No:bins contained herein shall be construed as affecting
the rights conferred or exercised by the parties under present
or future governmental authority or regulation.
A~TICLE XII.
SUPPLEMENTAL OPERATING ROUTINES OR WOB/(ING PRACTICES
1. Nothing in the foregoing shall preclude the parties to
this Asreement from preparing such supplemental operating
routines or working practices as they may mutually agree to in
writing to be necessary or desirable to effectively administer
the provisions of this Agreement.
ARTICLE XIII.
NOTICE
1. Any notice provided in this Agreement ro be ~ven by
either party hereto to the other shall be deemed to have been
duly given when made in writing and depositeo in the Unlted
States Mail, postage prepaid, addressed as follows
PAGE 9
TO LICENSEE: TO LICENSOR:
Sammons Communications, Inc. City of Denton
205 Industrial Attn: Director of Utilzttes
Denton, Texas 76201 215 East McKinney
Denton, Texas 76201
IN WITNESS WHEREOF, the par=les hereto have caused this
Agreement to be duly executed as of the day and year first
above written.
CITY OF DENTON, TEXAS, LICENSOR
BY: ~
ATTEST:
APPROVED AS TO LEGAL FO~4:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY: ~
SAMMONS COMMUNICATIONS, INC.,
LICENSEE ^
ATTEST
PAGE 10