1
ASSIGNMENT AND ASSUMPTION OF FRANCHISE
This Assignment and Assumption of Franchise ("Assignment") is made and
shall be deemed effective as of September 15, 1995 (the "Effective Date"), by
and between NORTHLAND CABLE PROPERTIES FOUR LIMITED PARTNERSHIP, a Washington
limited partnership, and its assigns ("Assignee"), and SLT CABLE TV, INC., a
Texas corporation ("Assignor").
RECITALS
A. Pursuant to that certain Franchise Agreement, dated September 8,
1978, the City of Xxxxxxx, Texas (the "City") granted a cable television
franchise (the "Franchise") to CATV Systems, Inc. ("CATV"). With the City's
consent, CATV assigned the franchise to Xxxxx Xxxxxxxxxx d/b/a Texas
Cablevision Co. ("Xxxxxxxxxx"). With the City's consent and pursuant to that
certain Assignment and Xxxx of Sale, dated January 2, 1990, the Franchise was
assigned from Xxxxxxxxxx to Assignor. Pursuant to that certain Ordinance No.
0-19-93, dated January 10, 1994, the provisions of the Franchise were amended.
Copies of the Franchise Agreement and Ordinance No. 0-19-93 are attached
hereto as Exhibits C-1(A) and C-1(B), respectively, and are incorporated herein
by this reference.
B. Pursuant to the terms and conditions of that certain Asset
Purchase Agreement between Assignor and Northland Telecommunications
Corporation, a Washington corporation, dated as of April 10, 1995 (the
"Agreement"), which Agreement was assigned to Assignee pursuant to that certain
Assignment and Assumption of Asset Purchase Agreement dated September 15, 1995,
Assignee shall acquire from Assignor all of Assignor's right, title and
interest in and to the Franchise.
C. The City consented to the assignment of the Franchise as described
above and such consent is documented by that certain Resolution of the City
Council of the City of Xxxxxxx, dated July 17, 1994 [sic], a copy of which is
attached hereto as Exhibit C-2 and incorporated herein by this reference.
AGREEMENTS
In consideration of the mutual covenants, promises and conditions set
forth in the Agreement and herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties covenant and agree as follows:
1. Assignment of Franchise
(a) As of the Effective Date, Assignor hereby assigns,
conveys, transfers and sets-over to Assignee any and all of Assignor's right,
title and interest in and to the Franchise and any and all of Assignor's
responsibilities and obligations under the Franchise, such assignment being
upon all of the terms and conditions as contained in the Franchise.
2
(b) Assignor hereby covenants and warrants to Assignee
that Assignor has performed all of the obligations to be performed by Assignor
pursuant to and in accordance with the terms of the Franchise and that Assignor
is not in default or breach of any provisions of the Franchise, including, but
not limited to the timely payment of the franchise fee, and that the same is in
full force and effect.
(c) Exhibits C-1(A) and (B) are true, correct and complete
copies of the agreement and ordinance which comprise the cable television
franchise with the City.
2. Assumption of Franchise. As of the Effective Date, Assignee
hereby accepts and assumes the assignment of the Franchise from Assignor and
hereby assumes all of the responsibilities and obligations of the franchisee
under the terms of the Franchise.
3. Effect. This Assignment shall not limit or modify any of the
provisions of the Agreement.
Assignor: SLT CABLE TV, INC.
By /s/ XXXXXXX XXXXXXXXXXXX
-------------------------------------
Its Vice President
------------------------------------
Assignee: NORTHLAND CABLE PROPERTIES FOUR
LIMITED PARTNERSHIP
By Northland Communications Corporation,
Managing General Partner
By
----------------------------------
Its
---------------------------------
3
(b) Assignor hereby covenants and warrants to Assignee
that Assignor has performed all of the obligations to be performed by Assignor
pursuant to and in accordance with the terms of the Franchise and that Assignor
is not in default or breach of any provisions of the Franchise, including, but
not limited to the timely payment of the franchise fee, and that the same is in
full force and effect.
(c) Exhibits C-1(A) and (B) are true, correct and complete
copies of the agreement and ordinance which comprise the cable television
franchise with the City.
2. Assumption of Franchise. As of the Effective Date, Assignee
hereby accepts and assumes the assignment of the Franchise from Assignor and
hereby assumes all of the responsibilities and obligations of the franchisee
under the terms of the Franchise.
3. Effect. This Assignment shall not limit or modify any of the
provisions of the Agreement.
Assignor: SLT CABLE TV, INC.
By
-------------------------------------
Its
------------------------------------
Assignee: NORTHLAND CABLE PROPERTIES FOUR
LIMITED PARTNERSHIP
By Northland Communications Corporation,
Managing General Partner
By /s/ Xxxxx X. Xxxxxx
----------------------------------
Its Vice President
---------------------------------
4
R-09-95
RESOLUTION OF THE CITY COUNCIL
CITY OF XXXXXXX, TEXAS
REGARDING THE CONSENT TO
ASSIGNMENT OF FRANCHISE
WHEREAS, the City of Xxxxxxx, Texas (the "City"), acting by and
through its City Council (the "Council"), passed and approved that certain
Franchise Agreement, dated September 8, 1978, granting to CATV Systems, Inc.
and its assigns the right and privilege to have, acquire, construct,
reconstruct, maintain, use, operate a cable television system within the City
(the "Franchise"); and
WHEREAS, with the City's consent, CATV Systems, Inc., assigned such
Franchise to Xxxxx Xxxxxxxxxx d/b/a Texas Cablevision Co. ("Texas
Cablevision");
WHEREAS, Texas Cablevision assigned such Franchise to SLT Cable TV
Company ("SLT Cable") by Assignment and Xxxx of Sale, dated January 2, 1990,
which assignment was approved by the City; and
WHEREAS, SLT Cable intends to sell substantially all of its assets,
including all of its right, title and interest in the Franchise to Northland
Cable Properties Four Limited Partnership and its successors and assigns
("Northland"); and
WHEREAS, it is in the best interests of the City and its citizens to
consent to the above-referenced assignment and transfer of the Franchise.
NOW, THEREFORE, be it resolved by the Council acting on behalf of the
City that:
1. The City hereby approves and consents to the transfer and
assignment of the Franchise from SLT Cable to Northland.
2. The City hereby approves the encumbrance of the Franchise and
the assets of the cable television system, and the assignment of same for
security purposes, in connection with the acquisition and operation of the
system and the financing and refinancing, from time to time, of the business
operations of Northland.
3. Except as specifically set forth herein, the assignment and
transfer of the Franchise shall not alter, affect or otherwise change any of
the terms or conditions of the Franchise.
4. In connection with the assignment and transfer of the
Franchise to Northland the City certifies to SLT Cable and Northland that:
(a) The Franchise was duly and validly issued by the
City, and upon its assignment to Northland, the duly authorized franchisee will
be Northland.
(b) The Franchise is in full force and effect as of the
date hereof, is valid and enforceable in accordance with its terms and will not
expire until September 8, 1998.
(c) No event of default under the Franchise, and no event
which could become an event of default with the passage of time or the giving
of notice, or both, has occurred and is continuing as of the date hereof.
5
(d) The three percent (3%) franchise fee payable to the
City under the terms of the Franchise is calculated on the franchisee's receipts
collected annually and is payable, in arrears, on or before January 15th of each
year for the preceding year.
(e) All fees owing to the City pursuant to the Franchise
have been paid through October 31, 1994.
(f) The City acknowledges receipt of a completed FCC Form
394 from SLT Cable and Northland.
5. The Franchise and this Resolution were and are adopted in
accordance with the notice and procedure requirements of the laws of the State
of Texas governing cities, and with the notice and procedure requirements
prescribed by the City. The Franchise and this Resolution, including without
limitation the grant of and the consent to the assignment of the Franchise,
were and are adopted in accordance with and do not conflict with the laws,
ordinances, resolutions and other regulations of the City, as presently in
effect or as the same were in effect at the time the particular action was
taken.
6. This Resolution shall take effect immediately upon passage by
the Council.
PASSED, ADOPTED AND HEREBY RESOLVED by the City Council of the City of
Xxxxxxx, Texas this 14 day of August , 1995.
---- ----------- -
KAUFMAN CITY COUNCIL
CITY OF XXXXXXX, TEXAS
/s/ Xxxx X. Xxxxxxx
-----------------------------------
Mayor of the City of Xxxxxxx, Texas
ATTEST:
/s/ XxXxx Xxxxxx
---------------------------------------
Clerk of the City Council
CITY COUNCIL MEMBERS YES NO ABSTAIN ABSENT
-------------------- --- -- ------- ------
Councilmember Xxxxxx (motion) X
------------------------ --- -- ------- ------
Councilmember Rand (second) X
------------------------ --- -- ------- ------
Mayor Pro-Tem Ozimy X
------------------------ --- -- ------- ------
Mayor Xxxxxxx X
------------------------ --- -- ------- ------
Councilmember Simon X
------------------------ --- -- ------- ------
Councilmember Greenslade X
------------------------ --- -- ------- ------
Councilmember Xxxxxxxx Absent from vote
6
ORDINANCE NO. 0-19-93
AN ORDINANCE OF THE CITY OF XXXXXXX, TEXAS AMENDING THE CABLE TELEVISION
FRANCHISE DATED SEPTEMBER 18, 1978 BY SUSPENDING CERTAIN CURRENT PROVISIONS
RELATING TO RATE, PROCEDURES, AND CUSTOMER SERVICE; REPLACING SUCH PROVISIONS
WITH NEW PROVISIONS IN ACCORDANCE WITH THE 1992 CABLE ACT; AND PROVIDING A
SEVERABILITY CLAUSE.
WHEREAS, the Cable Television Franchise Ordinance of the City of
Xxxxxxx does not currently contain rate regulation rules, and regulations which
comply with the 1992 Cable Act; and
WHEREAS, in order that the City may regulate basic cable television
rates, it is necessary to adopt rules and regulations that are in compliance
with the 1992 Cable Television Act; and
WHEREAS, it is in the best interests of the citizens of the City of
Xxxxxxx that the City may be able to regulate rates as provided in the 1992
Cable Act; and
WHEREAS, in order that the City may regulate basic cable television
customer service levels, it is necessary to adopt rules and regulations that
are in compliance with the 1992 Cable Television Act; and
WHEREAS, it is in the best interests of the citizens of the City of
Xxxxxxx that the City be able to regulate customer service levels as provided
in the 1992 Cable Television Act:
NOW, THEREFORE, BE IT ORDAINED BY XXX XXXX XXXXXXX XX XXX XXXX XX
XXXXXXX, XXXXX:
SECTION 1. That the Cable Television Franchise Ordinance of the City
of Xxxxxxx, Texas is hereby amended by suspending the application of Section
16, Section 18, and Section 20, and replacing these provisions by the addition
of new Section 16A, Section 18A, and Section 20A, and by adding Section 4
Subsection b and c, Section 21 Subsection b, and Section 22, all in accordance
with the provisions of the 1992 Cable Act, to read as follows, in all other
respects said Ordinance to remain in full force and effect:
3. City will also accept written and verbal comments from the
public and interested parties regarding the company's proposed new rates during
the city's rate review process. These comments will be compiled and submitted
to the City Council prior to adoption of rate orders.
d. Confidentiality of Information
Any documentation submitted by the company is subject to the
Freedom of Information Act. Prior to the City releasing any
documentation submitted by the
7
company, the company has 5 days to appeal release of the
information to the Federal Communications Commission.
SECTION 2.
SECTION 18A
a. Office Hours and Telephone Availability
1. Access Line. Requires a local, toll-free or collect call
service, available 24 hours a day, seven days a week.
2. Response to Inquiries (Normal Hours and Operating
Conditions). Requires trained company representatives
available to respond to customer within 30 seconds for each
call or transferred call. Busy signals kept below 3% over
time period. Standard to be met 90% of the time when
measured.
3. Response to Inquiries (After Normal Working Hours).
Requires an answer by a service or automated system which
must be responded to by a trained representative the next
business day.
4. Hours of Payment Centers/Customer Service Centers.
Requires centers to be conveniently located and open during
hours most similar businesses in area are open. However,
this must not be less than 9 - 5, Monday through Friday,
excluding legal holidays.
SECTION 20A - SERVICE INTERRUPTIONS & SERVICE CALLS.
a. Service Interruptions. Under normal conditions, requires work
to begin promptly, but no later than 24 hours after interruption
is known. Standard must be met 95% of the time when measured.
b. Service Call Appointments. Operator may not cancel an
appointment after the close of business the day prior to the
scheduled appointment. Customer must be contacted prior to any
cancellation, and rescheduling must be at customer's
convenience. Further, all appointments must be for a specific
time, or within a 4-hour window during normal business hours.
Arrangements may be made after normal business hours at the
convenience of the customer. Service standard must be met 95%
of the time when measured.
SECTION 21.
b. Standard Installation. Requires installation within 7 business
days after order is placed. Standard hook-up not to exceed 125
feet from existing distribution system. Standard must be met
95% of the time when measured.
8
SECTION 22 - COMMUNICATION BETWEEN OPERATOR & CUSTOMERS.
a. Written Information/Notification. Written notification must be
provided at the time of installation, annually, and upon
request. Notification must include: products and services
offered, prices and options of service, installation and service
maintenance policies, instructions on use of system, channel
positions, and billing/complaint procedures to include address
and phone number of franchise office.
b. Notification of Changes. Requires notification of changes in
written information (outlined above), pay rates, programming
services, and channel positions must be made within 30 days
prior to change (if within control of the operator).
Notification must be both written and by public announcement
over the air.
c. Billing Statements. Requires statements to be itemized to
include charges, rebates, and credits. Statements must be
clear, concise, and understandable. Must provide written
response to billing complaints within 30 days.
d. Refunds and Credits. Requires refunds and credits to be issued
promptly, no later than customer's next billing statement after
determination is made, or 30 days, whichever is earlier.
SECTION 3. Should any word, sentence, clause, paragraph or provision
of this Ordinance be held to be invalid or unconstitutional, the remaining
provisions of this Ordinance shall remain in full force and effect.
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF XXXXXXX,
TEXAS ON THE FIRST READING ON THE 13TH DAY OF DECEMBER, 1993.
DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF XXXXXXX,
TEXAS ON THE SECOND READING ON THE 10TH DAY OF JANUARY, 1994.
-----------------------------------
XXXX X. XXXXXXX
MAYOR
ATTEST:
--------------------------------------
JO XXX XXXXXX
CITY SECRETARY
9
ASSIGNMENT AND XXXX OF SALE
The undersigned, XXXXX XXXXXXXXXX ("Seller"), hereby grants, assigns,
bargains and sells to SLT CABLE TV, INC. of Sugarland, Texas ("Purchaser") the
following assets and property in Xxxxxxx County, Texas:
1. All of the rights and assets of the cable T.V. business of
Seller operated in and around Kaufman, Texas, known as TEXAS CABLEVISION CO.;
said rights and assets including, but not limited to the following:
a. All existing Cable T.V. permits to operate, the franchise
agreement with the City of Xxxxxxx, customer contracts and
subscriptions, and all rights and title to operate said cable T.V.
business, to the extent they are assignable;
b. All of the inventory of cable, television parts and
accessories, all installation accessories and attachment, all
antennas, satellite receivers, and operation buildings, land and all
other inventory items carried in support of the above referenced
present cable television network of the Seller, as well as all other
machinery and equipment presently used by Seller to operate the above
said cable T.V. business. Provided, however, there are specifically
excluded from this sale certain personal assets of Seller described in
Exhibit A attached hereto. Further, the equipment of Xxxxxx Xxxxxxxx,
described in Exhibit B and attached hereto is not owned by Seller and
is not being conveyed herein.
c. All leases, agreements, easements, and contracts owned by
Seller for use with the above said business.
d. All patents, trademarks, and tradenames owned by Seller
applicable to Texas Cablevision Co. and Seller does hereby
specifically release and convey to Purchaser all of Seller's right,
title, and interest in the tradename "Texas Cablevision Co.", provided
that Seller does not represent that he has any proprietary rights to
such name.
It is understood that Purchaser is not assuming any accounts payable,
liabilities, debts, or claims of Seller doing business as Texas Cablevision Co.
except Purchaser does hereby assume and agree to honor all of Seller's existing
programming agreements and Seller's obligations to subscribers with respect to
security deposits. Purchaser also agrees to substitute itself as Franchisee
for the cable franchise currently held by Seller with the City of Xxxxxxx,
Texas under the same terms and conditions as the present cable franchise with
said city and agrees to honor and perform according to the written terms of
said written franchise agreement.
Seller is not assigning hereby any accounts or notes receivable, any
cash or cash items including security deposits.
TO HAVE AND TO HOLD the aforesaid assets unto Purchaser and
Purchaser's legal representatives, successors and assigns forever and Seller
does hereby bind Seller and his heirs, legal representatives, successors and
assigns to warrant and forever defend all said assets and
10
properties unto Purchase and Purchaser's legal representatives, successors and
assigns against every person whomsoever lawfully claiming or to claim the same
or any part thereof subject however to the aforesaid terms and conditions.
EXECUTED at Dallas, Texas on the 2nd day of January, 1990, effective
as of the 1st day of January, 1990.
By /s/ XXXXX XXXXXXXXXX
----------------------------------------
XXXXX XXXXXXXXXX D/B/A TEXAS
CABLEVISION CO.
SLT CABLE T.V., INC.
By /s/ XXXX XXXXX
----------------------------------------
THE STATE OF TEXAS
COUNTY OF
--------------------
Before me, a notary public, on this day personally appeared Xxxxx
Xxxxxxxxxx d/b/a Texas Cablevision Co., known to me to be person whose name is
subscribed to the foregoing document and, being by me first duly sworn,
declared that the statements therein contained are true and correct.
Given under my hand and seal of office on this 2nd day of
January, 1990.
-------------------------------------------
Notary Public in and for the Xxxxx xx Xxxxx
00
XXX XXXXX XX XXXXX
XXXXXX OF ____________________
Before me, a notary public, on this day personally appeared
________________________________, of SLT Cable T.V., Inc., known to me to be
person whose name is subscribed to the foregoing document and, being by me first
duly sworn, declared that the statements therein contained are true and correct.
Given under my hand and seal of office on this ______ day of
__________________________________, 1989.
-------------------------------------------
Notary Public in and for the State of Texas
12
FRANCHISE AGREEMENT
WHEREAS, CATV SYSTEMS, INC. has made application for a franchise to
operate within the corporate limits of the City of Xxxxxxx, Texas, hereinafter
called "City".
WHEREAS, in the opinion of the City Council of said City, the granting
of said franchise will bring an additional service to the inhabitants of said
City.
NO, THEREFORE, BE IT ORDAINED BY XXX XXXX XXXXXXX XX XXX XXXX XX
XXXXXXX, XXXXX:
SECTION 1, GRANT OF AUTHORITY: In consideration of its compliance
with the proposal heretofore submitted to the City Council, there is hereby
granted to CATV SYSTEMS, INC. hereinafter called "Grantee", for the term of
twenty (20) years from the effective date of this franchise the right,
privilege, and franchise to have, acquire, construct, reconstruct, maintain, use
and operate in the City, a television signal receiving, amplifying and
distribution system and service, hereinafter called a "community antenna
television system" and to have, acquire, construct, reconstruct, maintain, use
and operate in, over, under, along, and across the present and future streets,
highways, alleys, bridges, and public ways and places of the City all necessary
or desirable poles, towers, anchors, wires, cables, electronic conductors,
underground conduits, manholes, and other structures and appurtenances necessary
for the construction, maintenance and operation of a community antenna
television system in said City.
SECTION 2, USE, RENTAL OR LEASE OF UTILITY POLES AND FACILITIES: There
is hereby granted to Grantee the authority to contract with the City or with
any appropriate board or agency thereof or with the holder or owner of any
utility franchise in the City for the use, rental, or lease of its or their
poles, underground conduits, and other structures and facilities for the
purpose of extending, carrying, or laying grantee's wires, cables, electronic
conductors, and other facilities and appurtenances necessary or usable in
receiving, amplifying and distributing television signals and in providing
community antenna television service in the City and its vicinity.
SECTION 3, COMPLIANCE WITH APPLICABLE LAWS: The work done in
connection with the construction, reconstruction, maintenance or repair of said
community antenna television system shall be subject to and governed by all
laws, rules, and regulations of the City now in force, or that may be hereafter
passed and adopted, for the government and regulations thereof, and not
inconsistent herewith.
SECTION 4, SUBJECT TO POLICE POWERS OF CITY: The construction,
maintenance, and operation of Grantee's community antenna television system and
all property of Grantee subject to this ordinance shall be subject to all
lawful police powers and regulations by the governing body of the City. The
City shall have the power at any time to order and require Grantee to remove
and xxxxx any pole, tower, wire, cable, electronic conductor or other structure
or facility that is dangerous to life or property, and in the event Grantee,
after written notice, fails or refuses to act, the City shall have the power to
remove or xxxxx the same at the
13
expense of the Grantee, all without compensation or liability for damages to
Grantee. Grantee shall at all times keep its cables and other appurtenances
used for transmitting signals shielded in such a manner that there will be no
interference with signals received by private television sets owned by persons
not subscribing to Grantee's service. In the event that positive proof of such
interference is furnished by the City and to the Grantee, the Grantee shall
have a reasonable time thereafter to eliminate such interference; if, after
such reasonable time has expired and the interference has not been eliminated,
said city shall then have the right to make checks of the equipment to
establish and locate the cause of the interfering signals and Grantee shall
reimburse said City its reasonable expenses in this connection and shall, at
Grantee's expense, make the correction to Grantee's equipment necessary to
xxxxx the interference. If such interference is not corrected within a
reasonable time thereafter, then the City Council of City may call and hold a
hearing for the purpose of considering the cancellation of this franchise,
notice of which hearing shall be given in writing to the holder of said
franchise ten (10) days in advance of said hearing. If positive proof is
presented at said hearing that such interference is caused by Grantee's cable
or other appurtenances used by Grantee for transmitting signals, then such City
Council shall have the right and authority to cancel this franchise, but the
Grantee shall have the right to appeal from the Council's action to a court of
competent jurisdiction.
SECTION 5, CONDITIONS OF STREET OCCUPANCY:
A. USE. All transmission and distribution structures, lines,
equipment and facilities erected or maintained by Grantee within the City shall
be so located as to cause minimum interference with the proper and intended use
of streets, highways, alleys, bridges, and other public ways and places, and to
cause minimum interference with the rights or reasonable convenience of property
owners who adjoin any of said streets, highways, alleys, bridges or other public
ways or places.
B. RESTORATION. In the event of any disturbance of any pavement,
sidewalk, driveway or other surfacing, the Grantee shall, at its cost and
expense and at the time and in the manner prescribed by the governing body of
the City or its duly designated representative, replace and restore all such
pavement, sidewalk, driveway or other surface to as good a condition as before
the commencement of the work or activity by Grantee disturbing same.
C. RELOCATION. Whenever by reason of the construction, repair,
maintenance, relocation, widening, raising, or lowering of the grade of any
street, highway, alley, or other public way or place by the City or by the
location or manner of construction, reconstruction, maintenance, or repair of
any public structure of facility by the City, it shall be deemed necessary by
the governing body of the City for Grantee to move, relocate, change, alter, or
modify any of its facilities, such change, relocation, alteration or
modification shall be promptly made by Grantee when ordered in writing by the
governing body of the City without claim for reimbursement of cost or damages
against the City.
D. TEMPORARY REMOVAL OF WIRE FOR BUILDING MOVING. Grantee, upon
written request of any person holding a building moving permit issued by the
City, shall remove, raise, or lower its wires temporarily to permit the moving
of houses, buildings, or other bulky structures. The reasonable expense of such
temporary removal, raising, or lowering shall be
14
paid by the benefitted person or persons and Grantee may require such payment
in advance. Grantee shall be given not less than forty-eight (48) hours
advance notice in writing to arrange for such temporary wire changes.
E. TREE TRIMMING. Grantee shall have the authority, to the same
extent that the City has such authority, to trim tress upon or overhanging
streets, highways, alleys, bridges or other public ways or places of the City in
order to prevent the branches of such trees from coming in contact with the
wires, cables, electronic conductors, or other facilities or equipment of the
Grantee.
F. CONSTRUCTION, MAINTENANCE, AND INSTALLATION. The construction,
maintenance, and installation of equipment and facilities of Grantee, including
connections to subscribers of Grantee's Service, shall be in accordance with all
applicable ordinances and regulations of the City. The equipment and
maintenance will be of high quality.
G. PLACEMENT OF FIXTURES. The Grantee shall not place poles, towers,
or similar fixtures where the same will interfere with any gas, electric, or
telephone fixtures, water hydrant or main, drainage facility or sanitary sewer,
and all such poles, towers, or similar fixtures shall be placed as directed by
the City and in such manner as not to interfere with the usual travel or use of
streets, highways, alleys or other public ways or places.
H. NOTICE OF CONSTRUCTION WORK. Written notice shall be given to the
City Council seven days prior to the date of any construction work by Grantee,
which notice shall specify the location extent of such construction the type of
facilities to be installed.
SECTION 6, INDEMNIFICATION: Grantee shall indemnify and save the City
whole and harmless from any and all claims for injury or damage to persons or
property occasioned by or arising out of the construction, erection,
maintenance, repair or operation of said community antenna television system or
by the conduct or Grantee's business in the City.
SECTION 7, INSURANCE: Grantee shall procure, furnish, and file with
the City Secretary prior to commencement of any work in the construction of the
Community antenna television system a policy of insurance covering liability and
property damage with the minimum amounts of liability thereunder as follows: One
Hundred Thousand Dollars ($100,000.00) for any single personal injury of any one
person; Five Hundred Thousand Dollars ($500,000.00) for personal injury in any
one single accident; and One Hundred Thousand Dollars ($100,000.00) property
damage for any one single accident.
SECTION 8, GRANTEE'S RULES: The Grantee shall have the authority to
promulgate such rules, regulations, terms and conditions governing the conduct
of its business as shall be reasonable necessary to enable the Grantee to
exercise its rights and perform its obligations under this ordinance, and to
assure an uninterrupted service to each and all of the subscribers to its
service; provided, however, that such rules, regulations, terms and conditions
shall not be in conflict with the _________________ hereof or with the laws of
the State of Texas.
SECTION 9, PAYMENT TO CITY: As compensation for the rights,
privileges, and
15
franchises herein conferred, Grantee shall pay to the City each year during the
life of this franchise an annual sum of money equal to three per cent (3%) of
the annual gross receipts received by the Grantee for the rendition of basic
community antenna television service within the City. Said sum of money shall
be due and payable on or before the 15th day of January of each year for the
preceding calendar year. Said sum shall be in full payment for the privilege
of using and occupying said City's streets, avenues, alleys and public grounds
and places during said preceding year, whether as rental charges or otherwise;
in the event of the failure of the Grantee to pay an installment within the
year due, the Grantor shall have the right to forfeit and annul the rights and
privileges granted hereunder.
SECTION 10, RECORDS AND REPORTS: The Grantee shall at all times keep
at its corporate offices City of Lewisville, County of Xxxxxx, State of Texas,
full and complete plans, maps and records showing the exact location of all
franchise equipment and facilities installed in the streets, alleys and other
public places within the corporate limits of Grantor. Grantee shall file with
the City Council on or before the first Monday in February each year, a current
map or set of maps drawn of scale showing the location of all franchise
equipment and facilities installed in the streets, alleys and other public
places within the corporate limits of Grantor during the previous year, except
that during the first year of the franchise such filing shall include all such
equipment previously installed or operated either prior to or after the
effective date of the franchise.
SECTION 11, NON-EXCLUSIVE FRANCHISE: The rights, privilege, and
franchise granted hereby is not exclusive and nothing herein contained shall be
construed to prevent the City from granting any other like right, privilege, and
franchise to any other persons, firm or corporation.
SECTION 12, ASSIGNMENT: The right, privilege, and franchise granted
hereunder may be assigned to any person, firm, or corporation. Grantee shall
not assign, transfer, sell, or sublet the privileges hereby granted without the
prior consent in writing of Grantor. No assignment to any person, firm, or
corporation shall be effective until the assignee has filed with the City
Secretary an instrument, duly executed, reciting the fact of such assignment,
accepting the terms of this franchise, and agreeing to perform all the
conditions thereof.
SECTION 13, ACCEPTANCE: Grantee shall have thirty (30) days after
the effective date of this ordinance in which to file its written acceptance
thereof with the governing body of the City, and upon such acceptance being
filed, this ordinance shall take effect and be in force from and after the date
of its passage or its effective date as in the charter of the City made and
provided in such cases, whichever shall govern, and shall effectuate and make
binding the agreement herein contained.
SECTION 14, SEVERABILITY: If any section, sentence, clause or phrase
of this ordinance is for any reason held to be illegal or unconstitutional,
such invalidity shall not affect the validity of the remaining portion of this
ordinance.
16
SECTION 15, DURATION OF CONTRACT:
(A). The authority and rights herein granted, as aforesaid, shall take
effect upon the effective date of this ordinance and shall continue in force and
effect for a term of twenty (20) ears, and thereafter from year to year until
canceled by either party giving the other notice in writing ninety (90) days
prior to the end of the then current term. Provided however, this contract shall
automatically terminate unless the service offered by the Grantee is available
within the corporate limits of the City within one year from the date hereof.
(B). Each right and privilege granted shall, without the passage of
any resolution or ordinance by Grantor, be null and void on the failure of the
Grantee to comply with any of or all of the terms and conditions specified
herein. Grantee will be given thirty (30) days following receipt of written
notice of non-compliance in which to make corrections or take other required
actions. In the event of such forfeiture, Grantee shall also forfeit and
surrender to Grantor all equipment and facilities that maybe located along,
over or under any streets, alleys or other public places within the corporate
limits of Grantor unless such property is removed within sixty (60) days from
the date of forfeiture. Prior to the removal of such equipment, Grantee shall
post the performance bond of One Hundred Thousand Dollars ($100,000.00) to
assure that the streets, alleys and public places from which such equipment is
removed shall be placed in good condition.
(C). Grantee may at anytime after one year from the effective date of
this ordinance abandon the rights and authority granted hereunder provided that
two months' written notice of intention to abandon is given to the City Council
and provided further that all streets, alleys and public grounds occupied by
Grantee's facilities are restored to their condition before such facilities
were erected or installed.
SECTION 16, RATES: Grantee may prescribe a residential rate not to
exceed $10.00 per month per connection to any individual dwelling unit and
extensions to more than one television set in one individual dwelling unit may
not exceed $5.00 per set per month for the second television set in the same
building. These rates are for basic cable television service only, and does not
include any premium channels. Any change or alterations in these rates will not
be effective until the Grantee has filed with the City Secretary an instrument,
duly executed, reciting the facts of the changes or alterations and proposed
effective date.
SECTION 17, SERVICE: The franchise granted by this ordinance confers
authorization on Grantee to conduct operations and erect, maintain, use and
receive services from the facilities designed and intended to receive and
distribute only those television signals cablecast from properly authorized
television stations authorating pursuant to permission obtained from the
Federal Communications Commission, or any successor thereof. The initial basic
cable television service furnished by Grantee shall include but not be limited
to, the distribution by cable the programs of the following stations:
17
Ch. 4 KDFW-TV CBS Dallas-Fort Worth
Ch. 5 KXAS-TV NBC Fort Worth-Dallas
Ch. 8 WFAA-TV ABC Dallas-Fort Worth
Ch. 11 KTVT IND Fort Worth-Dallas
Ch. 13 KERA-TV ETV Dallas
Ch. 39 KXTX-TV IND Dallas-Fort Worth
PTL Religious Charlotte, N.C.
Ch. 17 WTCG IND Atlanta, G.A.
WEATHER Local
NEWS WIRE Local
PROPOSED SIGNALS FOR OPTIONAL PAY-TV SERVICE
Premium Movie Channel HBO New York, New York
(B). In any event, this franchise does not and shall not permit
Grantee to transmit to any customer any program or programs for which a
separate charge is made to such customer for receipt thereof. Should Grantee
desire to make additional or other use of all or any part of the community
intended television, then, notwithstanding any other authorization that it may
now subsequently possess from any given rental entity Grantee shall apply to
the City Council of Grantor for permission to make such use, and such use shall
be subject to all provisions of the franchise, including, but not limited to
the payment of the compensation described hereunder, and shall be further
subject to such additional terms and conditions as are mutually agreeable to
Grantor and Grantee.
SECTION 18: The grantee shall maintain a local business office, or
agent, having a listed telephone number for conducting business and receiving
subscriber service complaints. Grantee shall investigate complaints regarding
the quality of service, equipment malfunctions and similar matters, and
promptly perform the required maintenance to resolve these complaints by
demonstrating that cable system performance is within the technical
requirements set by the Federal Communications Commission.
SECTION 19: Notwithstanding the provisions and requirements of this
ordinance and franchise any changes in rules or requirements relating to
operation of cable television systems issued by the Federal Communications
Commission will be incorporated herein within one year from such issuance by
the Commission.
SECTION 20, QUALITY OF SERVICE: The community antenna television
shall be operated and maintained so that all customer shall receive system
signals of good technical quality in the full range of service. Any complaints
as to the quality of the signals or services
18
shall be promptly satisfactorily investigated by Grantee, and adjustments
required to correct the situations disclosed by such investigations shall be
made forthwith. Any of the liability to make corrections within 10 days after
receipt of the complaint shall be reported in writing by the Grantee to the
City Council, who shall make and Grantee shall comply with any orders pertinent
to corrections.
SECTION 21, QUALITY OF INSTALLATION AND FACILITIES: All installation
shall be of permanent and durable nature and installed in accordance with good
engineering practices and comply with all existing and future ordinance,
resolutions, regulations and orders of Grantor so as not to interfere in any
manner with the rights of the public or individual property owners. The system
shall not interfere with the _______________ and use of public places of
facilities by the public, and ______________ the construction, repair or
removal thereof shall not obstruct or impede traffic.
PASSED AND APPROVED this the 8th day of September,
1978.
BY /s/ XXX XXXXXX
----------------------------------
MAYOR
ATTEST:
/s/
---------------------------------------
City Secretary
