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HomeMy WebLinkAboutV(B) Adelphia Cable Television Franchise Agreement Agenda 11-18-2003 Item Mayor center of Good L�y� Commissi V B ire g S. Scott Vandergrift �/ii> ,,,,. Danny Howell, District 1 . Scott Anderson, District 2 City Manager °COE►- ` Rusty Johnson, District 3 Jim Gleason -, / A; Nancy J. Parker, District 4 STAFF REPORT TO: The Honorable Mayor and City Commissioners FROM: Janet G. Shira,Assistant to the City Manager DATE: November 10, 2003 RE: Adelphia Cable Television Franchise Agreement ISSUE Should the Honorable Mayor and City Commissioners approve the attached Resolution for a franchise for Adelphia Cable Television? BACKGROUND/DISCUSSION Adelphia has requested a cable television franchise for a limited area of Ocoee. Exhibit "A"of the Resolution provides the legal description for the franchise area. The area is more generally described as the new Westyn Bay development which has been approved for 684+/-units. The terms of the franchise agreement are comparable to the current franchise with Bright House Networks. The major difference in the franchise agreements is the territory they would serve. Where Bright House Network's franchise includes the entire Ocoee city limits,the Adelphia franchise has been drafted to include only the property contained in Exhibit"A". The Adelphia franchise agreement does require the two government channels as well as a$30,000 contribution to OGTV-Channel 10 to assist the station in bringing government television to the residents in the franchise area. That financial contribution may be used for equipment,personnel, and/or operating costs. The franchise requires the same level of customer service commitment from the cable operator as is required from the existing franchise holder(Bright House Networks). As a courtesy,Bright House Networks was mailed a copy of the draft franchise in September. On October 7th,the City's special legal counsel mailed a letter to the Bright House legal counsel requesting that they contact the City prior to the public hearing if they have any questions or concerns. Bright House counsel did contact the City on November 3,the day before the scheduled public hearing. They asked the City to continue the public hearing so that they could meet with City staff to explain their concerns. A meeting was scheduled for November 7th; however, Bright House cancelled the meeting the morning it was to take place. City staff and our legal counsel have asked Adelphia to indemnify the City if a lawsuit is brought against the City for the granting of the franchise. This will protect the City from having a potential financial liability as a result of granting the franchise. Page 2 Adelphia Staff Report November 10, 2003 RECOMMENDATION If Adelphia is willing to indemnify the City from any potential claims as a result of granting the franchise, then staff respectfully recommends that the City Commission approve Resolution 2003-22. Cc: Jim Gleason, City Manager Mary Sneed,Fowler&O'Quinn, Special Counsel, City of Ocoee Chuck Blaine,Adelphia CITY OF OCOEE, FLORIDA RESOLUTION NO.: 2003 - 22 A RESOLUTION OF THE CITY OF OCOEE, FLORIDA, APPROVING A FRANCHISE AGREEMENT WITH TELESAT ACQUISITION LIMITED PARTNERSHIP, D/B/A ADELPHIA CABLE COMMUNICATIONS, ("ADELPHIA") PURSUANT TO THE CITY OF OCOEE, FLORIDA, CABLE TELEVISION CODE,ADOPTED BY ORDINANCE NO 99-37, TO OWN, OPERATE AND MAINTAIN A CABLE TELEVISION SYSTEM IN THE CITY OF OCOEE, FLORIDA, AND SETTING FORTH SUCH CONDITIONS ACCOMPANYING THE GRANT OF SUCH FRANCHISE AND PROVIDING FOR REGULATION AND USE OF SUCH SYSTEM; PROVIDING FOR CONFLICTS, PROVIDING FOR SEVERABILITY; AND PROVIDING A SAVINGS CLAUSE; AND AN EFFECTIVE DATE THEREFORE. TABLE OF CONTENTS SECTION ONE: Authority 3 SECTION TWO: Approval of Franchise 3 SECTION THREE: Constitution of Franchise Agreement 3 Section 1. Definitions 3 Section 2. Grant of Franchise 4 Section 3. Term of Franchise 4 Section 4. Non-Exclusive Franchise 5 Section 5. Franchise Subject to Communications Act. State Law and Ordinance 5 Section 6. Franchisee Subject To Other Laws, police power 5 Section 7. Reservation of Rights 6 Section 8. Insurance. 7 Section 9. Indemnification of the City. 7 Section 10. Security. Fund 8 Section 11. Construction Bond 8 Section 12. Use of Streets 8 Section 13. Minimum Facilities and Services 9 Section 14. Technological Improvements to System 12 Section 15. Technical Standards 13 Section 16. Proof of Performance Tests. 13 Section 17. Access Channels and Facilities 13 Section 18. Commercial Leased Access 15 C:\DOCUMENTS AND SETTINGSBMAXWELL\LOCAL SETTINGSTEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DOC_i_ (September 11,2003) Section 19. Emergency Use of Facilities 15 Section 20. Lock-out Devices 15 Section 21. Closed-circuit Captioning for the Hearing: Impaired 16 Section 22. Line Extension Policy 16 Section 23. Cable Home Wiring Commitments 16 Section 24. _Franchise Fee 16 Section 25. Reports and Records 16 Section 26. Right to Inspect Financial Records and Facilities 16 Section 27. Customer Service Requirements 17 Section 28. City Purchase of Cable System 18 Section 29. Modification of Franchise 18 Section 30. Transfer of Franchise 18 Section 31. Procedures for Requesting Approval of Transfer 18 Section 32. Renewal of Franchise 20 Section 33. Rates 20 Section 34. Enforcement Remedies 21 Section 35. Area-wide Interconnection 21 Section 36. Written Notice of Acceptance 22 Section 37. No Opposition 22 Section 38. Execution in Counterpart 23 SECTION FOUR: Repeal of Conflicting Resolutions 25 SECTION FIVE: Savings 25 SECTION SIX: Severability 25 SECTION SEVEN: Applicable Law 25 SECTION EIGHT: Effective Date 25 SECTION NINE: Charter Compliance 25 C:\DOCUMENTS AND SETTINGS\BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6IADELPHIARES.DOCI1- (September 11,2003) NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA, AS FOLLOWS: SECTION ONE: Authority. The City Commission of the City of Ocoee, Florida has the authority to adopt this Resolution pursuant to Article VIII of the Constitution of the State of Florida; Chapter 166, Florida Statutes; Section C-8(H) of the Charter of the City of Ocoee; and City of Ocoee Ordinance No. 99-37. SECTION TWO: Approval of Franchise. The City of Ocoee hereby approves a Franchise with Adelphia to own, operate, and maintain a cable television system in the City of Ocoee, Florida. SECTION THREE: Constitution of Franchise Agreement. The following shall constitute the Franchise Agreement between the City of Ocoee, Florida and Adelphia. THIS AGREEMENT, effective this Day of , 2003, is by and between the CITY OF OCOEE, a Florida municipal corporation (the "City") and TELESAT ACQUISITION LIMITED PARTNERSHIP, D/B/A ADELPHIA CABLE COMMUNICATIONS ("ADELPH IA"). WHEREAS, pursuant to the Communications Act of 1934, as amended, 47 U.S.C. §§ 521 et seq., the City of Ocoee, Florida, may grant or renew a franchise to construct, operate and maintain a cable television system; and C:\DOCUMENTS AND SETTINGS\BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6MDELPHIARES.DOj11- (September 11,2003) WHEREAS, on December 7, 1999, the City Commission of Ocoee, Florida ("Commission") adopted Ordinance No. 99-37 of the City of Ocoee, Florida and provided for the issuance and regulation of cable television franchises for, and the installation, construction, maintenance and operation of, cable television systems within the City; and WHEREAS,Adelphia desires a franchise to construct, install, maintain, and operate a cable system in the City, and has applied to the City for such franchise; and WHEREAS, the construction, installation, maintenance, and operation of such a system involves the use and occupation of the Streets of the City, over which the City exercises governmental control; and WHEREAS, the Commission has evaluated (or caused to be evaluated by its consultants)Adelphia's application in light of the requirements of federal and state law and the Ordinance and has conducted a public hearing concerning Adelphia's request and application; and WHEREAS, the Commission has relied on Adelphia's representations and has considered all information presented to it by representatives of Adelphia, the City staff and the public; and WHEREAS, based upon the representations and information, the Commission has determined that the grant of Adelphia's nonexclusive franchise to construct, install, maintain and operate a cable system in the City, subject to the terms and conditions set forth herein and in the Ordinance, is consistent with the public interest; and WHEREAS, on the City Commission at a duly noticed public hearing considered the economic impact upon private property within the franchise area; the public need for such franchise; the capacity of public rights-of-way to accommodate the C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DQU2_ (September 11,2003) cable system; the potential disruption to existing users of the public rights-of-way to be used by the cable system and any resultant inconvenience which may occur to the public; the financial ability of the franchise applicant to perform; other societal interests generally considered in cable television franchising; and such other additional matters deemed relevant and determined that it would be appropriate to grant a franchise for cable service to Adelphia; WHEREAS, on the Commission determined to grant Adelphia's non-exclusive franchise to own, construct and operate a cable television system within the City, subject to the terms and conditions of the Ordinance and subject also to the City and Adelphia entering into this Franchise Agreement; and WHEREAS, the City and Adelphia have reached agreement on the terms and conditions of this Franchise Agreement. NOW, THEREFORE, in consideration of the City's grant of Adelphia's franchise to own, construct, install, maintain and operate a cable system within the City, and to use and occupy the Streets of the City for that purpose, and in consideration of Adelphia's promise to provide cable service to residents of the City pursuant to the Ordinance and under the terms and conditions set forth herein, and in consideration of the promises and undertakings herein, and other good and valuable consideration, the receipt and the adequacy of which is hereby acknowledged, the franchise is hereby granted; and THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS: Section 1. Definitions. Except as otherwise provided herein, the definitions in Section 57-02 of Ordinance No. 99-37 of the City of Ocoee, Florida, shall govern this Franchise Agreement. In addition, the following definitions shall apply: C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DO(B _ (September 11,2003) 1. Ordinance shall mean Ordinance No.99-37 of the City of Ocoee,Florida,as enacted on December 7, 1999, and any references in this Franchise to said Ordinance or to any section thereof shall mean the Ordinance as enacted on that date. 2. Franchisee or Adelphia shall mean Telesat Acquisition Limited Partnership d/b/a Adelphia Cable Communications and its lawful and permitted successors,assigns and transferees pursuant to Section 31 of this Agreement and Section 57-24 of Ordinance No. 99-37 of the City of Ocoee, Florida, respectively. 3. Notice to the cable operator shall be deemed effective upon receipt. Notice to the City shall be effective upon receipt by the City Manager. Section 2. Grant of Franchise. 1. Subject to the terms of this Franchise Agreement and Ordinance No.99-37,the City hereby grants Franchisee a franchise for the right and privilege to own, construct, install,maintain and operate a Cable System within the Franchise Area,described on Exhibit"A", attached hereto. 2. The Franchise granted herein is solely for the operation of a cable system to provide cable services in the City of Ocoee. 2. Any agreement by Franchisee to provide cable service on its cable system in the City is subject to the terms of this Franchise. Section 3. Term of Franchise. This franchise shall be for a period of ten (10) years, unless otherwise sooner terminated or otherwise extended in accordance with the terms of this Franchise Agreement. The Franchise shall commence upon and terminate on . This Franchise Agreement is subject to all other C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLKG' DELPHIARES.DOC4,_ (September 11,2003) requirements and conditions set forth herein and in Ordinance No. 99-37 of the City for a grant of a franchise to become effective. Section 4. Non-Exclusive Franchise. The Franchisee's right to use and occupy the Streets shall be non-exclusive, and does not expressly or implicitly preclude the issuance of other franchises to operate cable systems within the City, or affect the City's right to authorize use of City Streets to other persons to operate cable systems or for other purposes as it determines appropriate, during the term of this Franchise Agreement. Any such franchises shall be granted in a nondiscriminatory and competitively neutral manner, consistent with applicable law. Section 5. Franchise Subiect to Communications Act. State Law and Ordinance. A. This Franchise Agreement is subject to and shall be governed by all terms, conditions and provisions of the Communications Act, any amendments thereto, and any other applicable provision of Federal or State Law, existing or hereafter adopted. B. This Franchise Agreement is subject to and shall be governed by all terms, conditions and provisions of Ordinance No. 99-37 of the City, in effect at the time of the effective date of this Agreement, or any extension or renewal hereof, in addition to the terms, conditions and provisions set forth in this Franchise Agreement, and the provisions of the Ordinance shall prevail over conflicting or inconsistent provisions of this Franchise Agreement, unless an explicit intent to amend or modify the Ordinance is herein expressed. Section 6. Franchisee Subiect To Other Laws, police power. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DOC_ (September 11,2003) A. The Franchisee is subject to, and agrees to comply with all applicable Federal, State and local laws. B. The Franchisee shall at all times be subject to all lawful exercise of the police power of the City, to the extent not inconsistent with the express terms of this Franchise Agreement. Section 7. Reservation of Rights. A. This Franchise Agreement shall be modified, at the request of the City or Franchisee, after public notice and hearing, to comply with the laws of the State of Florida and Federal Law, including, but not limited to, the rules and regulations promulgated by the Federal Communications Commission.Any such modification shall be in a writing executed by both the City and Franchisee. B. The City reserves all rights to exercise its powers as granted by the Constitution of the State of Florida or by other applicable State or Federal law. Franchisee shall at all times be subject to all lawful exercise of the police power of the City, to the extent not inconsistent with the express terms of this Franchise. C. Subject to applicable law, except as may be specifically provided in the Ordinance or under the terms of this Franchise Agreement, and subject to the Communications Act, the failure of the City, upon one or more occasions, to exercise a right or to require compliance or performance under this Franchise Agreement or Ordinance, shall not he deemed to constitute a waiver of such right or a waiver of compliance or performance. D. The City reserves the right to acquire, purchase, own and/or operate a Cable System to the extent permitted by local, State and Federal Law. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6I,ADELPHIARES.DOQ3 _ (September 11,2003) Section 8. Insurance. A. Franchisee shall obtain and maintain insurance of the types and minimum amounts required in Section 57-10 of Ordinance No. 99-37, in such a manner as to comply with each and every requirement of that Section. B. The Franchisee shall provide proof to the City of compliance with this Section no later than sixty(60)days from the date of the Commission resolution approving the grant of the Franchise. Failure to provide the City with proof of insurance within the prescribed time period will be a violation of this Franchise Agreement and subject Franchisee to penalties consistent with this Franchise and the Ordinance. Section 9. Indemnification of the City. A. Franchisee shall, at its sole cost and expense, indemnify, hold harmless, and defend the City, its elected or appointed officials, employees, committees and boards, against any and all claims, suits, costs, losses, damages, expenditures causes of action, proceedings, judgments for equitable relief, and costs and expenses in accordance with Section 57-10 of Ordinance 99- 37 of the City. B. The Franchisee shall pay, and by its acceptance of this Franchise the Grantee specifically agrees that it will pay, all damages and penalties which the City may legally be required to pay as a result of granting this Franchise. These damages or penalties shall include, but shall not be limited to, all damages arising out of the installation, operation, or maintenance of the Cable television system authorized herein, whether or not any act or omission complained of is authorized herein, and whether or not any act or omission complained of is authorized, allowed, or prohibited by this Franchise. C:\DOCUMENTS AND SE1-1 INGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DOC7 _ (September 11,2003) C. The Franchisee shall pay, and by its acceptance of this Franchise specifically agrees that it will pay, all expenses incurred by the City in defending itself with regard to all damages and penalties mentioned in subsections A and B above. These expenses shall include all out-of-pocket expenses, such as attorney fees, and shall also include the reasonable value of any services rendered by the City attorney or his assistants, special counsel hired by City or any employees of the City. Section 10. Security. Fund. Pursuant to Section 57-11 of Ordinance 99-37, the Franchisee shall establish and maintain a security fund with the City in an amount of Fifty Thousand Dollars ($50,000.00), in the form a cash deposit, performance bond, or letter of credit. Section 11. Construction Bond. Pursuant to Section 57-12 of Ordinance No. 99-37, prior to any Cable System construction, upgrade, rebuild or other work in the streets, Franchisee shall furnish a construction bond in favor of the City in an amount of not less than Twenty Five Thousand Dollars ($25,000.00). Failure to provide such construction bond to the City no less than ten (10)days prior to the start of any work to be performed in the streets shall constitute a material violation of this Agreement and the Ordinance subject to remedies in accordance with Section 57-32 of the Ordinance. The construction bond must be approved by the City, which approval shall not be unreasonably withheld. The construction bond shall be maintained until said construction work hereof is completed and for a period not to exceed six (6) months thereafter. Franchisee shall notify the City in writing when it believes the construction has been completed. Section 12. Use of Streets. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGSSTEMPORARY INTERNET FILES,OLK6IADELPHIARES.DQ%_ (September 11,2003) A. Franchisee agrees at all times to comply with and abide by all applicable provisions of the City Code. B. All of Franchisee's Cable System distribution facilities shall be installed and maintained in accordance with Section 57-21 of Ordinance No. 99-37. C. If the City is required to perform emergency Street work requiring relocation of Franchisee's facilities in the Streets, then Franchisee shall reimburse the City for its reasonable costs associated with such relocation, to the extent other users of the rights-of- way are so responsible, consistent with applicable law. If circumstances permit, City shall make reasonable efforts to notify Franchisee in advance, so that it may perform the work. Section 13. Minimum Facilities and Services. A. The Franchisee shall provide minimum facilities and services in accordance with Section 57-13 of the Ordinance. Franchisee shall, at all times during the term of this Franchise, perform all necessary repairs, modifications, or other measures to its cable system necessary for the cable system to be capable of passing frequencies of at least 750 MHZ and being fully operational with a minimum channel capacity of at least seventy eight (78) video channels. B. In the event Franchisee fails to maintain the system in the City as required in A above, then the Franchisee agrees that the City may impose fines in the amount of Seven Hundred and Fifty Dollars ($750) per day as of the date Franchisee was required to comply with the provisions of Section 13(A)above, as set forth in Section 57-13 of the Ordinance, provided, however, that City shall not impose a fine if the delay is a result of force majeure C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DO(J_ (September 11,2003) or other circumstances beyond Franchisee's control. It is agreed that the aforestated fine represents a reasonable estimate of the damages suffered by the City and or its subscribers, whether actual or potential. C. In the event the Franchisee is required to provide a future system rebuild or upgrade of the Cable System, the date of completion of such rebuild or upgrade will be in accordance with Section 57-13 of the Ordinance. D. Franchisee further agrees, upon request, to provide Cable Service, without charge, to all City buildings in accordance with Section 57-13 of the Ordinance. Such service shall include the Basic Cable Service tier, including any additional programming added to that level of service. E. School Commitments. 1. Franchisee shall, upon request, provide at least one cable television service outlet and when technically feasible and available in the area, at least one standard installation connection to a cable on-line service to each public elementary and secondary school within its franchise area that is passed by its cable system, and shall provide Basic Cable Service and cable on-line service to those installations, at no cost to the City or school involved, and shall charge no more than its time and material costs for any additional cable service outlets (including cable on-line service)to such facilities pursuant to Section 57-13 of the Ordinance. Notwithstanding anything herein to the contrary, the Franchisee shall, upon request, provide installations and service as required herein, to all public schools serving the City of Ocoee, within the physical boundaries of the City. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DCM_ (September 11,2003) 2. Any school connected pursuant to subparagraph I above may elect to install its own internal wiring (provided such wiring meets required technical specifications) and to bear the cost thereof. Basic Service shall be provided to each outlet in all connected schools, at no cost to the City or school involved. 3. Franchisee may provide a free education program listing to each connected school. Such educational program listing will identify and describe programming on Franchisee's system that is appropriate for use in the classroom and will provide Suggested curriculum support ideas. 4. Franchisee may provide to each connected school materials for teachers that explain the educational applications of Franchisee's broadband cable systems and services. If provided, the materials will be provided to all connected schools. 5. Nothing herein shall preclude Franchisee from providing benefits to schools which exceed those provided herein. F. All video signals received for transmission that contain closed circuit captioning information for the hearing impaired shall, in turn, contain such information in the form received when transmitted by the cable operator to the subscribers of the system. G. Franchisee shall comply with technical standards as set forth in Section 57-14(A) of the Ordinance. H. Franchisee shall comply fully with all applicable laws concerning handicapped or disabled persons, and shall indemnify and hold the City harmless from any suit, claim, or demand against it for violation of such laws that arises from Franchisee's provision, or failure to provide, services in conformity with such laws. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6WDELPHIARES.DOH _ (September 11,2003) I. Any and all rights which the City may have, now or in the future, to regulate the Franchisee's provision of the cable Internet services are hereby reserved by the City and may be exercised at any time throughout the term of this Franchise Agreement, unless otherwise prohibited by applicable law. If Franchisee provides access to its System to Internet Service providers on an open, non-discriminatory basis on a Cable System owned or operated by the Franchisee, its parents, affiliates or subsidiaries, Franchisee shall provide access on such basis on any service which the Franchisee provides in the City. Section 14. Technological Improvements to System. A. Throughout the term of this franchise, the Franchisee shall construct, operate, maintain and upgrade the Cable System in order to ensure that it continuously conforms to the State of-the-Art technology, comparable to that defined in the Ordinance. B. Pursuant to Section 57-17 of Ordinance 99-37 of the City, the Franchisee shall, upon request, report annually in writing to the City Manager, a summary of the previous year's activities in development of the State of the Art of cable systems and the system serving the City including but not limited to, services and products initiated or discontinued, new technologies, number of subscribers, homes passed, and miles of cable distribution plant in service. The summary shall also include a comparison of any construction, including system upgrades, during the year with any projections previously provided to the City, as well as rate and charge increases and/or decreases for the previous fiscal year. It is the obligation of the Franchisee to include within this report any and all information necessary to evaluate Franchisee's system consistent with State of the Art technology comparable to that defined in Section 57-2 of the Ordinance. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.D_ _ (September 11,2003) C. The Franchisee shall make such technically and commercially feasible improvements to its System as may be necessary to bring the System to the State of the Art, pursuant to Section 57-13 of the Ordinance. D. Any upgrade or rebuild of a Franchisee's Cable System ordered by the City Commission pursuant to this Section and the Ordinance may include such incentives as the Commission may deem appropriate to ensure timely compliance by the Company to the extent provided in the Ordinance. Section 15. Technical Standards. Franchisee shall maintain and operate its Cable System, at a minimum, in full compliance with Section 57-14 of Ordinance No. 99-37. Section 16. Proof of Performance Tests. Franchisee shall perform, at its expense, the proof of performance tests as required by Section 57-14 of Ordinance No. 99-37. Section 17. Access Channels and Facilities. A. Access Channel Capacity. pursuant to Section 57-15 of the Ordinance, Franchisee shall provide the City for its exclusive use with one (1) activated access channel for educational and/or governmental access use, as determined by the City, and shall make available on the System an Orange County government access channel subject to the following terms and conditions: 1. Franchisee shall make available the City of Ocoee access channel on those portions of its cable systems in the City of Winter Garden, the City of Oakland and the western part of unincorporated Orange County, at such time as Franchise provides service to those areas, provided that the appropriate franchising authority requires carriage of the channel as the franchising authority's government access channel. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLWADELPHIARES.DCJ_ (September 11,2003) 2. Some customers may not receive the City of Ocoee access channel due to the fact that the design of the cable system as recently upgraded does not precisely correspond to governmental boundaries; but in all events, the Franchisee shall, within a reasonable period of time, provide the City of Ocoee access channel to City residents/subscribers on any node on which the majority of subscribers are residents of the City of Ocoee. 3. Franchisee shall continue to maintain adequate capacity on its System to permit the upstream transmission of programming from the City Hall Building for the purpose of carriage of the programming on the City government access channel. 4. Franchisee shall continue to maintain adequate capacity on its System to permit the upstream transmission of programming from West Orange High School for the purpose of carriage of the programming on the City government access channel, provided that, since the location is outside the boundaries of the City, the Franchisee has the right to install its facilities necessary to meet this obligation. 5. Franchisee shall make available and maintain all necessary headend and system electronic and distribution equipment so that any programing transmitted upstream on the upstream channel from the City Hall Building and/or West Orange High School may be transmitted downstream to Subscribers on the City of Ocoee access channel provided pursuant to this Section and Section 57-15 of the Ordinance. 6. Franchisee agrees that all access channels will be provided to Subscribers of the System as a part of Basic Service. If such information is supplied to C:\DOCUMENTS AND SETTINGS,BMAXWELDLOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6I,ADELPHIARES.DC ,_ (September 11,2003) Franchisee or known by Franchisee, Franchisee will publicize programming on the access channels as a part of any ordinary printed program listings which Franchisee prepares or will include access channel programming listings in any monthly program guide which Franchisee prepares, provided that information concerning access channel programming is provided to or becomes known to Franchisee within the time that other programmers are required to provide such information for inclusion in such program listings or program guide. B. Access Facilities. Equipment and Support. Franchisee shall provide to the City a grant in the amount of Thirty Thousand Dollars ($30,000.00), for equipment for the production of programming for the City's Access Channel. Section 18. Commercial Leased Access. Franchisee shall provide commercial leased access channels as required by Federal Law. Section 19. Emergency Use of Facilities. A. Franchisee shall comply with all FCC rules on emergency use of facilities and consistent therewith emergency communications shall be coordinated through the Orange County Emergency Services Office. B. Franchisee shall provide adequate standby power generating capacity at the Cable System headend and on its system to the extent consistent with its normal operating standards. Section 20. Lock-out Devices. Franchisee shall make available at reasonable charge to any residential Subscriber, upon the request of such Subscriber, a "parental guidance" or"lock-out" device which shall permit the Subscriber, at his or her option, to eliminate the C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLKb\ADELPHIARES.DCn _ (September 11,2003) audio and visual transmissions from any Channel reception to the extent technically feasible. Such device may be a function of a converter. Section 21. Closed-circuit Captioning for the Hearing: Impaired. Franchisee shall make available at a reasonable charge to any hearing-impaired residential Subscriber, upon the request of such Subscriber, equipment capable of decoding closed-circuit captioning information for the hearing impaired. Section 22. Line Extension Policy. Upon request and payment of all applicable charges, and provided that the requesting person gives Franchisee access to his or her premises in order to furnish, maintain and continue to offer service to that person, Franchisee shall, throughout the term of this Agreement, promptly furnish, maintain, and continue to provide all services distributed over the System to any person at his or her place of residence within the City, in accordance with Section 57-13.B of the Ordinance. Section 23. Cable Home Wiring Commitments. Franchisee will comply with all FCC rules regarding cable home wiring, as amended from time to time. Section 24. Franchise Fee. In Consideration of the privilege granted herein to use and occupy the streets to own, construct, install, maintain and operate its cable system, Franchisee shall comply with the provisions of§337.401, Florida Statutes and Chapter 202, Florida Statutes, as compensation for the privilege granted under a franchise for the use of the City's streets to construct and operate a cable system. Section 25. Reports and Records. Franchisee shall furnish the City with all of the information as required under Sections 57-17 and 57-18 of Ordinance No. 99-37. Section 26. Right to Inspect Financial Records and Facilities. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK(MDELPHIARES.DOM _ (September 11,2003) A. Franchise shall abide by the provisions of Sections 57-17 and 57-18 of the Ordinance with respect to reports and records. B. Pursuant to Section 57 -17 and Section 57 - 33(D) of Ordinance No. 99-37, the City shall have the right to inspect, at Franchisee's local office, the books and records specified in Subsection 26(A) hereof and such other records as may be required by the City to perform its regulatory responsibilities under Ordinance No. 99-37 or applicable Federal Law. The City agrees to carry out any such inspection during Franchisee's normal business hours and upon reasonable notice. Access by the City, consistent with Section 57-17(D)of the Ordinance, to perform its regulatory responsibilities to Franchisee's books and records shall not be denied on grounds that such books and records contain proprietary or confidential information. C. The City shall accord all books and records that it inspects under this Section the degree of confidentiality in accordance with Section 57-17 of Ordinance 99-37. D. Pursuant to Section 57-18 and Section 57-33 of Ordinance No. 99-37, the City shall have the right to inspect Franchisee's facilities and property during Franchisee's normal business hours and upon reasonable notice. Section 27. Customer Service Requirements. A. Franchisee agrees to comply with each of the customer service requirements set forth in Section 57-18 of Ordinance No. 99-37. B. To the extent consistent with applicable law, for thirty (30) days after notice of retiering or rate increases, a customer may obtain changes in service tiers at no additional charge. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DC1C'7 _ (September 11,2003) Section 28. City Purchase of Cable System. The City may, upon the recommendation of the City Manager and the approval of the Commission, acquire ownership of and operate Franchisee's Cable System in accordance with Section 57-25(E)of Ordinance No. 99-37. Section 29. Modification of Franchise. Franchisee shall file an application with the City for any modification of its Franchise pursuant to Section 57-8 of Ordinance No. 99-37. The application shall fully conform with each of the requirements set forth in that Section that apply to applications for modification. Section 30. Transfer of Franchise. A. No transfer of a franchise shall occur without prior approval of the City, pursuant to Section 57-24 of the Ordinance, which shall not be unreasonably withheld. B. Franchisee shall file an application to transfer its Franchise or to transfer control of Franchisee in full compliance with Sections 57-8 and 57-24 of Ordinance No. 99-37. Section 31. Procedures for Requesting Approval of Transfer. In addition to the requirements set forth in Sections 57-8 and 57-24 of Ordinance No. 99-37, the following procedures shall be followed by Franchisee in requesting the City's consent to transfer its Franchise or to transfer control of Franchisee. A. At least one hundred twenty (120) calendar days prior to the contemplated effective date of a transfer, Franchisee shall submit to the City an application for approval of the transfer. Such application shall include the following: 1. A statement of the reason for the contemplated transfer. 2. The name, address and telephone number of the proposed transferee. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DC93_ (September 11,2003) 3. A detailed statement of the corporate or other business entity organization of the proposed transferee, including but not limited to the following: (a) The names, business addresses, state of residence and country of citizenship of all general partners and/or corporate Officers and directors of the proposed transferee. (b)The names, business addresses, state of residence and country of citizenship of all persons and entities having, controlling, or being entitled to have or control ten percent(10%)or more of the ownership of the proposed transferee and the respective ownership share of each such person or entity. (c) A detailed and complete financial statement of the proposed transferee, prepared by a certified public accountant if audited statements were made, and if not, by a duly authorized financial officer of the proposed transferee, for the fiscal year immediately preceding the date of the request for transfer approval, and a letter or other acceptable evidence in writing from a duly authorized officer of the proposed transferee setting forth a clear and accurate description of the amount and sources of funding for the proposal transaction and its sufficiency to provide whatever capital shall be required by the proposed transferee to construct, install, rebuild, maintain and operate the proposed system in the City consistent with the terms of the Franchise. (d) A description of all previous experience of the proposed transferee in operating Cable Systems and providing Cable Services or related or similar services. (e) A detailed description of the proposed plan of operation of the proposed transferee, which shall include, but not be limited to the following: C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\IDELPHIARES.DCM_ (September 11,2003) (i) A detailed map indicating all new areas proposed to be served, a proposed time schedule for the installation of all equipment necessary to become operational throughout the new areas to be served, and the projected total cost for new construction of the System. (ii) A statement or schedule setting forth all proposed classifications of rates and charges to be made against Subscribers and all rates and charges and to each of any said classifications, including installation charges, service charges, special, extraordinary, or other charges. 4. Upon request, the proposed purchase price of the Cable System, and the terms and conditions of the proposed transfer. Section 32. Renewal of Franchise . The provisions of Sections 57-8, 57-9 and 57-23 of Ordinance No. 99-37 shall govern any and all proceedings to renew this Franchise. If Franchisee decides to initiate a formal renewal process in accordance with Section 626(a)- (g) of the Communications Act, 47 U.S.C. § 546(a)-(g), it and the City must comply with each of the requirements in the Communications Act as well as the additional requirements set forth in Section 57-23 of Ordinance No. 99-37. Section 33. Rates. A. Nothing in Ordinance No. 99-37 or this Franchise Agreement shall prohibit the City from regulating rates for Cable Service, installation, disconnection, and equipment rental to the full extent permitted by and consistent with State and Federal Law. B. Franchisee further agrees that it shall not increase rates or charges for Basic Cable service, installation, disconnection, or equipment rental without such notice as required by applicable laws and regulations. C. Franchisee shall at all times comply with the provisions of Section 57-20 of the C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.DOJ_ (September 11,2003) Ordinance with respect to nondiscriminatory rates. D. Franchisee shall not engage in predatory policy or any other anti-competitive business practice prohibited by applicable law. Section 34. Enforcement Remedies. A. Liquidated Damages. Because the City may suffer damages from any violation by Franchisee of this Agreement or of Ordinance No. 99-37, which damages may be difficult to quantify, the City and Franchisee agree that liquidated damages shall be paid to the City by Franchisee for violations of this Agreement or the Ordinance in accordance with applicable provisions of Ordinance 99-37. B. Revocation or Termination of Franchise. Franchisee's Franchise is subject to revocation pursuant to Section 57-25 of Ordinance No. 99-37 for any of the reasons set forth therein. In the event the City exercises its right to revoke the Franchise, the procedures set forth in Section 57-25 of Ordinance No. 99-37 shall apply. Section 35. Area-wide Interconnection. A. F or purposes of carriage of the City of Ocoee access channel, the City may request Franchisee to interconnect with any or all other franchised Cable Systems located within the City or serving Subscribers within the City, provided that interconnection is technically feasible and Franchisee and the other operator agree upon reasonable interconnection arrangements, including an allocation of the costs of interconnection between Franchisee and such other operator that is reasonable in light of the relative benefits and burdens, including consideration of support provided for educational and governmental access purposes. Interconnection of Systems shall permit transmission and C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6IADELPHIARES.D0 _ (September 11,2003) reception of program material, and may be done by direct cable connection, microwave link, satellite, or other appropriate method. B. Upon receiving the request of the City to interconnect with Cable Systems, Franchisee shall, where it does not own the affected System or Systems, immediately initiate good faith negotiations with the operators of the other affected System or Systems in order that costs for construction and operation of the interconnection link may be shared equitably among the Systems. Franchisee shall report to the City the results of such negotiation no later than sixty (60) days after the City's request. Where Franchisee owns the affected System, Franchisee shall report to the City on the timing, method and cost of interconnection within thirty (30) days of the City's request. C. The Franchisee may be granted reasonable extensions of time to interconnect. The City may rescind its request to interconnect upon petition by the Franchisee to the City, if the City finds that(1)the Franchisee has negotiated in good faith and has failed to obtain an approval from the System or Systems of the proposed interconnection; or (2) the cost of the interconnection would be unreasonably high. Section 36. Written Notice of Acceptance. Within sixty(60)days of the Effective Date of the Commission resolution approving the grant of this Franchise, Franchisee shall provide the City with written acceptance of all the terms and conditions of this Franchise Agreement. Franchisee's failure to comply in full with this Section shall render this Franchise Agreement and the Franchise null and void with no further action by the City, unless the City agrees in writing to extend such period. Section 37. No Opposition. A. By execution of this Franchise Agreement,the Franchisee accepts the validity of the terms and conditions of this Franchise Agreement and Ordinance No. 99-37 in their C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.D0 _ (September 11,2003) entirety, and the processes and procedures pursuant to which this Franchise Agreement was entered into and the Franchise was granted. B. In the event that after the Effective Date of this Franchise Agreement, or Ordinance No. 99-37, pursuant to which the Franchise is granted, an official act of any court, agency, commission, legislative body, or other authority of competent jurisdiction (1) renders the Ordinance or the Franchise invalid in whole or in part, or (2) requires the Franchisee or the City either to (a)perform any act which is inconsistent with any provision of the Ordinance or this Franchise Agreement, or(b)cease performing any act required by any provision of the Ordinance or this Franchise Agreement, the Franchisee shall promptly notify the City of such fact. Franchisee and the City shall enter into good faith negotiations to amend this Franchise Agreement so as to enable the Franchisee and/or the City to perform the obligations of the Franchise and enable Franchisee to provide services for the benefit of the City and its residents required by the Franchise to the maximum extent consistent with said official act. C. Nothing herein shall limit the ability of Franchisee to lobby or otherwise exercise its First Amendment right in pursuit of a change in generally applicable federal, state or local law. Section 38. Execution in Counterpart. This Franchise Agreement may be executed in counterpart. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first above written above. C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGSTEMPORARY INTERNET FILFS,OLK6\ADELPHIARES.D(I _ (September 11,2003) CITY OF OCOEE, FLORIDA By: S. Scott Vandergrift, Mayor (SEAL) ATTEST: Jean Grafton, City Clerk FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY BY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON , 2003, UNDER LEGALITY this day of AGENDA ITEM NO.: , 2003. FOWLER & O'QUINN, P.A. Special Counsel, City of Ocoee, Florida By: AGREED TO AND ACCEPTED BY FRANCHISEE: TELESAT ACQUISITION LIMITED PARTNERSHIP, D/B/A ADELPHIA CABLE COMMUNICATIONS BY: Name: Title: ATTEST: AS TO FRANCHISEE AS TO FRANCHISEE Date: C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6'ADELPHIARES.DO ,_ (September 11,2003) SECTION FOUR: Repeal of Conflicting Resolutions. All Resolutions or parts of Resolutions in conflict herewith be and the same are hereby repealed to the extent of such conflict. SECTION FIVE: Savings. All rates, fees, charges and financial obligations previously accrued pursuant to the ordinances and resolutions repealed by the Cable Communications Ordinance or this Resolution shall continue to be due and owing until paid. SECTION SIX: Severability. If any part, section, subsection, or other portion of this Resolution or any application thereof to any person or circumstance is declared void, unconstitutional or invalid for any reason, such part, section, subsection, or other portion, or the proscribed application thereof, shall be severable, and the remaining provisions of this Resolution, and all applications thereof not having been declared void, unconstitutional or invalid, shall remain in full force and effect. The City declares that no invalid or prescribed provision or application was an inducement to the enactment of this Resolution, and that it would have enacted this Resolution regardless of the invalid or prescribed provision or application. SECTION SEVEN: Applicable Law. This Resolution shall be construed in accordance with the laws of the State of Florida and is subject to other applicable local, state and federal law. SECTION EIGHT: Effective Date. This Resolution shall take effect immediately upon passage by the City Commission. SECTION NINE: Charter Compliance. Pursuant to Section C-8(H)of the Charter of the City of Ocoee, this Resolution has been approved after an advertised public hearing preceded by at least thirty (30) days notice of the hearing and the proposed action and C:\DOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.D( _ (September 11,2003) publication of such notice once a week for four (4) consecutive weeks in a newspaper of general circulation in the City of Ocoee. CITY OF OCOEE, FLORIDA By: S. Scott Vandergrift, Mayor (SEAL) ATTEST: Jean Grafton, City Clerk FOR USE AND RELIANCE ONLY APPROVED BY THE OCOEE CITY BY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON , 2003, UNDER LEGALITY this day of AGENDA ITEM NO.: , 2003. FOWLER & O'QUINN, P.A. Special Counsel, City of Ocoee, Florida By: C:WOCUMENTS AND SETTINGS,BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES,OLK6\ADELPHIARES.D03 _ (September 11,2003) EXHIBIT "A" A PARCEL OF LAND LOCATED WITHIN SECTION 1,TOWNSHIP 22 SOUTH,RANGE 27 EAST AND SECTION 6, TOWNSHIP 22 SOUTH, RANGE 28 EAST AND SECTION 31, TOWNSHIP 21 SOUTH RANGE 28 EAST AND SECTION 36, TOWNSHIP 21 SOUTH, RANGE 27 EAST, ORANGE COUNTY, FLORIDA BEING MORE PARTICULARLY DESCRIBED AS: BEGIN AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SECTION 6, TOWNSHIP 22 SOUTH, RANGE 28 EAST; THENCE RUN S.00°54'44"W., ALONG THE EAST LINE OF SAID NORTHWEST 1/4 FOR A DISTANCE OF 821.06 FEET; THENCE DEPARTING SAID EAST LINE RUN S.28°29'20"E., FOR A DISTANCE OF 368.35 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF COUNTY ROAD 437 (OCOEE-APOPKA ROAD), SAID POINT BEING 25.0 FEET WEST OF CENTERLINE; THENCE RUN S.28°17'18"W., ALONG SAID WESTERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 71.60 FEET; THENCE DEPARTING SAID WESTERLY RIGHT-OF-WAY LINE RUN N.28°29'20"W., FOR A DISTANCE OF 301.28 FEET TO A POINT ON THE AFORESAID EAST LINE OF THE NORTHWEST 1/4 OF SECTION 6; THENCE RUN N.13°38'09"W., FORA DISTANCE OF 474.60 FEET;THENCE RUN N.00°54'44"E.,FORA DISTANCE OF 480.10 FEET TO A POINT ON THE NORTH LINE OF SAID NORTHWEST 1/4; THENCE RUN S.88°11'36"W., ALONG SAID NORTH LINE FOR A DISTANCE OF 1200.47 FEET TO THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF THE NORTHWEST 1/4 OF SAID SECTION 6;THENCE RUN S.01°26'05"W.,ALONG THE EAST LINE OF SAID NORTHWEST 1/4 OF THE NORTHWEST 1/4 FORA DISTANCE OF 793.52 FEET; THENCE RUN N.87°28'22"E., FOR A DISTANCE OF 706.20 FEET TO A POINT LYING 41.82 FEET EAST OF THE EAST LINE OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4; THENCE RUN S.01°10'38"W., ALONG A LINE LYING 41.82 FEET EAST OF AND PARALLEL TO SAID EAST LINE OF THE SOUTHWEST 1/4 OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 FOR A DISTANCE OF 589.91 FEET;THENCE RUN S.01°22'08"W.,ALONG A LINE LYING 41.82 FEET EAST OF THE EAST LINE OF THE NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF THE NORTHWEST 1/4 OF SECTION 6 FOR A DISTANCE OF 576.78 FEET; THENCE RUN N.87°28'23"E.,FOR A DISTANCE OF 359.74 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF COUNTY ROAD 437(OCOEE-APOPKA ROAD), SAID POINT BEING 60.0 FEET WEST OF CENTERLINE;THENCE RUN S.28°17'18"W.,ALONG SAID WESTERLY RIGHT-OF-WAY LINE FOR A DISTANCE OF 976.19 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 2351.83 FEET,A CENTRAL ANGLE OF 12°04'51",A CHORD BEARING OF S.22°14'52"W.,AND A CHORD LENGTH OF 494.97 FEET; THENCE ALONG THE ARC OF SAID CURVE, AN ARC LENGTH OF 495.89 FEET TO A POINT IN THE CENTERLINE OF THE STATEN BRANCH; THENCE RUN NORTHWESTERLY ALONG SAID CENTERLINE FOR A DISTANCE OF 3800 FEET MORE OR LESS TO A POINT ON THE SOUTH LINE OF LOT "B"OF AN UNNAMED SUBDIVISION, RECORDED IN PLAT BOOK B, PAGE 129 OF THE PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA; THENCE RUN S.88°03'01"W., ALONG SAID SOUTH LINE FOR A DISTANCE OF 729.14 FEET TO THE SOUTHWEST CORNER OF SAID LOT"B"; THENCE RUN N.45°03'50"E.,ALONG THE WEST LINE OF LOTS "B" AND "A" OF SAID UNNAMED SUBDIVISION FOR A. DISTANCE OF 2100.33 FEET TO A POINT ON THE NORTH LINE OF THE NORTHEAST 1/4 OF SECTION 1, TOWNSHIP 22 SOUTH, RANGE 27 EAST, SAID POINT BEING S.89°40'52"W., AND A DISTANCE OF 330.00 FEET FROM THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF SAID SECTION 1; THENCE RUN ALONG THE WESTERLY AND NORTHERLY LINE OF GOVERNMENT LOT 1, SECTION 36,TOWNSHIP 21 SOUTH, RANGE 27 EAST THE FOLLOWING COURSE AND DISTANCES: N.04°43'24"E., FOR A DISTANCE OF Page 1 of 2 963.60 FEET; THENCE RUN N.39°28'27"E., FOR A DISTANCE OF 382.80 FEET TO A POINT ON THE WEST LINE OF THE SOUTHWEST 1/4 OF SECTION 31,TOWNSHIP 21 SOUTH, RANGE 28 EAST;THENCE RUN N.00°19'59'W.,ALONG SAID WEST LINE FOR A DISTANCE OF 1643.36 FEET TO THE NORTHWEST CORNER OF THE SOUTHWEST 1/4 OF SAID SECTION 31; THENCE RUN N.89°53'45"E., ALONG THE NORTH LINE OF SAID SOUTHWEST 1/4 FOR A DISTANCE OF 2356.06 FEET TO A POINT LYING S.89°53'45"W., AND A DISTANCE OF 420.00 FEET FROM THE NORTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 31; THENCE RUN S.00°23'39"E., FOR A DISTANCE OF 210.00 FEET; THENCE RUN N.89°53'45"E., FOR A DISTANCE OF 210.00 FEET;THENCE RUN S.00°23'39"E., FOR A DISTANCE OF 420.00 FEET; THENCE RUN N.89°53'45"E., FOR A DISTANCE OF 210.00 FEET TO A POINT ON THE EAST LINE OF AFORESAID NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 31; THENCE RUN S.00°23'39"E., ALONG SAID EAST LINE FOR A DISTANCE OF 689.50 FEET;THENCE RUN N.89°46'34"E.,ALONG A LINE LYING 120.00 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 31 FORA DISTANCE OF 1313.25 FEET TO A POINT ON THE EAST LINE OF SAID NORTHWEST 1/4 OF THE SOUTHEAST 1/4;THENCE RUN S.00°10'13"E.,ALONG SAID EAST LINE FORA DISTANCE OF 38.00 FEET;THENCE RUN N.89°48'52"E.,ALONG A LINE LYING 82.00 FEET NORTH OF AND PARALLEL TO THE SOUTH LINE OF NORTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 31 FOR A DISTANCE OF 89.73 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF AFOREMENTIONED OCOEE-APOPKA ROAD(COUNTY ROAD 437),SAID POINT BEING 25.00 WEST OF CENTERLINE, SAID POINT ALSO BEING A POINT ON A CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 1884.86 FEET,A CENTRAL ANGLE OF 02°34'48", A CHORD BEARING OF S.14°45'37"W., AND A CHORD LENGTH OF 84.87 FEET; THENCE ALONG THE ARC OF SAID CURVE,AN ARC LENGTH OF 84.88 FEET TO A POINT ON SAID SOUTH LINE OF THE NORTHEAST 1/4 OF THE SOUTHEAST 1/4; THENCE RUN S.89°48'52"W.,ALONG SAID SOUTH LINE FOR A. DISTANCE OF 67.87 FEET TO THE SOUTHEAST CORNER OF THE NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 31; THENCE RUN S.89°48'34"W., ALONG AFORESAID SOUTH LINE OF NORTHWEST 1/4 OF THE SOUTHEAST 1/4 FOR A DISTANCE OF 1312.78 FEET TO THE SOUTHEAST CORNER OF THE NORTHEAST 1/4 OF THE SOUTHWEST 1/4 OF SAID SECTION 31; THENCE RUN S.00°18'06"E., FOR A DISTANCE OF 1436.20 FEET TO THE POINT OF BEGINNING. CONTAINING 16,398.406 SQUARE FEET OR 376.455 ACRES, MORE OR LESS. C:\DOCUMENTS AND SETTINGS\BMAXWELL\LOCAL SETTINGS\TEMPORARY INTERNET FILES\OLK6WDELPHIARESATTACH.DOC Page 2 of 2