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HomeMy WebLinkAboutIV (A) Public Hearing - Proposal from Telesat Cablevision, Inc. AGENDA 5-17-88 ITEM IV A LEFKOWITZ, MINER 8C COOL, P. A. ATTORNEYS AT LAW 430 NORTH MILLS AVENUE ORLANDO, FLORIDA 32803 IVAN M. LEFKOWITZ TELEPHONE CHARLES D. MINER (3o s) 4251974 DWIGHT I. (IKE) COOL MEMORANDUM � TO: OCOEE CITY COMMISSIONERS FROM: DWIGHT I. ( IKE) COOL SUBJECT: TELESAT CABLEVISION, INC. APPLICATION DATE: MAY 11, 1988 Telesat Cablevision, Inc. (the "applicant" ) has applied for a franchise to provide cable service in the City. Florida law requires the City Commission to consider the following specific criteria at a public hearing before awarding or denying a franchise: (a) The economic impact upon private property within the franchise area; (b) The public need for such franchise, if any; (c) The capacity of public rights-of-way to accommodate the cable system; (d) The present and future use of the public rights-of-way to be used by the cable system; (e) The potential disruption to existing users of the public rights-of-way to be used by the cable system and the resultant inconvenience which may occur to the public; ( f) The financial ability of the franchise applicant to perform; (g) Other societal interests as are generally considered in cable television franchising; and (h) Such other additional matters, both procedural and substantive, as the City may, in its sole discretion, determine to be relevant. The applicant, other cable operators, and citizens should be given an opportunity to participate in the public hearing, and this input must occur before the City Commission makes any determination. The Commission should generate a "legislative record" with the assistance of the required criteria listed above. Florida law also requires that the City may not grant any overlapping franchise for cable service on terms or conditions more favorable or less burdensome than the terms and conditions in any existing franchise within the City. In addition, requiring terms or conditions which are less favorable or more burdensome may violate constitutional equal protection, unless there is a rational basis for the different terms or conditions. The City Commission should have concrete evidence to support its decision; otherwise, the decision will be more susceptible to challenge in the courts. Some cities and counties have obtained written studies in order to insure that they have sufficient evidence. Attached is the most recent draft of the "City of Ocoee / Telesat Cablevision, Inc. Nonexclusive Cable Television Franchise Agreement" submitted by the attorneys for the applicant. This draft is a revision of a former draft, and includes several changes which I requested after consultation with City Manager Ted Ryan. There is one requested change which has not yet been made, but which the attorneys for the applicant have agreed to make prior to the hearing scheduled for May 17th. In lieu of handling this as a Resolution approving a Franchise Agreement, it should be handled as an Ordinance, and the applicant has agreed to re-draft the attached Franchise Agreement as a proposed Ordinance. Subsection 4.2 of the attached Franchise Agreement is dif- ferent than the comparable provision in the existing Ordinance (Section 3, Subsection B) . These two provisions relate to when and under what conditions the cable company is required to make cable service available, and can be summarized as follows: Existing: (a) Areas described on map - 90 days / standard rates; (b) Density of 50/mile - 90 days / standard rates; and (c) Other areas - actual cost formula. Proposed: (a) Unserved areas with density of 50/mile - 90 days / standard rates; and (b) Other areas - actual cost formula. You should review these provisions in order to satisfy yourselves that the proposed terms are not more favorable or less burdensome than the terms of the existing franchise. 2 t Subject to these comments, it is my opinion that the terms and conditions of the proposed franchise are not more favorable nor less burdensome than the terms and conditions of the existing franchise. I would recommend that the following order of events should be observed at your meeting on May 17th: ( 1 ) Presentations by the applicant and others; (2 ) Discussion by the Commissioners on each of the required criteria (a)-(h) , separately on each of the criteria, including discussion on whether the Commissioners have been presented with sufficient evidence; (3 ) Other discussion by the Commissioners; ( 4 ) Motion to award a franchise, motion to deny a franchise, or other appropriate motion. If the Commissioners decide that sufficient evidence has not been presented to award or deny a franchise, the Commissioners could decide to require a study of some sort, and the hearing could be continued or delayed. ( 5 ) If the Commissioners decide to award a franchise, the specific proposed Ordinance submitted by the applicant could then be considered. I will be available to answer any questions you may have at the meeting on May 17th, or any time prior to the meeting. 41(j/ 4/ cc: Teddy C. Ryan, Jr. Thomas A. Cloud, Esq. 3 RESOLUTION NO.- A RESOLUTION OF THE OCOEE CITY COMMISSION; GRANTING A NON-EXCLUSIVE CABLE TELEVISION FRANCHISE TO TELESAT CABLEVISION, INC. ; AUTHORIZING THE EXECUTION OF A NON-EXCLUSIVE CABLE TELEVISION FRANCHISE AGREEMENT; PROVIDING AN EFFECTIVE DATE. RECITALS 1. Telesat Cablevision, Inc. (hereafter "Franchisee" ) has filed an application for a non-exclusive cable television franchise throughout the City of Ocoee on March 7, 1988. 2. Pursuant to its home rule powers under Florida law, and consistent with Section 166. 046, Florida Statutes, and the Cable Communications Policy Act of 1984, 47 USCS §521 et seq, and rules promulgated thereunder, the City regulates any cable television systems which wish to operate within the incorporated boundaries of the City of Ocoee. 3. The City has this day held a duly noticed pubic hearing in accordance with §166. 046 ( 2) , Fla. Stat. 4 . The City has received competent, substantial evidence in the form of testimony and other documents and has considered the economic impact upon private property within the proposed franchise area, the public need for such franchise, the capacity of public rights-of-way to accommodate the cable system, the present and future of the public rights-of-way to be used by the cable system, the potential disruption to existing users of the public rights-of-way to be used by the cable system and the resulting inconvenience which may occur to the public, and financial ability of the franchise applicant to perform, and other societal interests. 5. The first cable television operator in the City of Ocoee was Group W Cable, Inc. , and they transferred their franchise to Cablevision Industries of Central Florida, Inc. (hereafter "CI" ) effective July 3, 1984. 6. To the extent required by law, all burdens imposed on CI as successor to the first cable operator in the City are hereby imposed on the Franchisee to the extent it is likewise the first operator to service areas in the City. 7. Based upon the evidence and testimony received during the public hearing, the City has determined that it is in the best interests of the public welfare of the citizens of the City of Ocoee to grant this franchise subject to the terms and conditions set forth in a proposed non-exclusive cable television franchise agreement. ACCORDINGLY, BE IT RESOLVED AND ENACTED by the people of the City of Ocoee. SECTION 1 . RECITALS. The above Recitals are true and correct, and form a material part of this Resolution. SECTION 2 . GRANT OF NON-EXCLUSIVE FRANCHISE. Based on the findings made in the above-mentioned Recitals, the City hereby grants a non-exclusive cable television franchise to Telesat Cablevision, Inc. , subject to the terms and conditions contained in the City of Ocoee/Telesat Cablevision, Inc. Non-Exclusive Cable Television Franchise Agreement, which is attached to and incorporated in this Resolution as Exhibit "A" . The franchise granted pursuant to this Resolution shall not take effect unless and until ( 1 ) Telesat Cablevision, Inc. executes said non-exclusive cable television franchise agreement, and ( 2) said franchise agreement is ratified by ordinance of the City Commission. SECTION 3. EFFECTIVE DATE. This Resolution shall take effect immediately upon adoption. RESOLVED AND ENACTED this day of May, 1988 CITY OF OCOEE, FLORIDA By: ATTEST: • City Clerk CITY OF OCOEE/TELESAT CABLEVISION, INC. NONEXCLUSIVE CABLE TELEVISION FRANCHISE AGREEMENT THIS AGREEMENT is made and entered into this day of May, 1988, by and between the CITY OF OCOEE, a municipal corporation created pursuant to the laws of the State of Florida (hereafter "City" ) and TELESAT CABLEVISION, INC. , a Florida corporation (hereafter "Franchisee" ) . RECITALS 1 . The Franchisee has filed an application for a nonexclu- sive cable television franchise throughout the City of Ocoee on March 7 , 1988 . 2 . Pursuant to its home rule powers under Florida law, and consistent with Section 166 . 046 , Fla. Stat. , and the Cable Communications Policy Act of 1984, 47 U.S.C.S. § 521 et seq, and rules promulgated thereunder, the City regulates any cable tele- vision systems that wish to operate within the incorporated boun- daries of the City of Ocoee. 3 . The City has held a duly noticed public hearing in accordance with § 166 . 046 ( 2 ) , Fla. Stat. 4 . The first cable television operator in the City of Ocoee was Group W Cable, Inc. , and they transferred their franchise to Cablevision Industries of Central Florida, Inc. (hereafter "CI" ) effective July 3 , 1984 . 5. To the extent required by law, all burdens imposed on CI as successor to the first cable operator in the City are hereby imposed on the Franchisee to the extent it is likewise the first operator to serve areas in the City. 6 . The City has determined that it is in the best interest of the public welfare of the citizens of the City of Ocoee to grant this franchise subject to the terms and conditions set forth in this Agreement. ACCORDINGLY, the parties hereto agree as follows : SECTION 1 . RECITALS. The above recitals are true and correct and form a material part of this Agreement. SECTION 2 . DEFINITIONS . The parties agree that in construing this Agreement, the following words, phrases and terms shall have the following meanings unless the context requires otherwise: 2 . 1 . "Agreement" means this City of Ocoee/Telesat Cablevision, Inc. Nonexclusive Cable Television Franchise Agreement, or as it may be amended from time to time. 1 2 . 2 . "Cablecasting" means programming carried on a cable system, exclusive of broadcast signals, whether originated by the cable operator or any other party. 2. 3 . "Cable Communications System" or "System" means any system which receives and amplifies signals broadcast by one or more television and/or radio stations and which transmits programming originated by the system itself or by another party, and distributes such signals and programming by wire, cable, microwave, satellite, or other means to persons who subscribe to such service. 2 .4 . "City" means the City of Ocoee, Florida. The City of Ocoee, in its present incorporated form, or as it may be changed by annexation. 2. 5 . "Commission" means the City Commission of the City of Ocoee, Florida. 2 . 6 . "FCC" means the Federal Communications Commission, its suc- cessors, or other legal entity authorized and designated as the controlling legal Federal Agency as established by the Congress of the United States. 2. 7 . "Franchisee" means Telesat Cablevision, Inc. 2 . 8. "Gross Revenues" means any and all compensation, in what- ever form, exchange or otherwise, derived from the provision of all cable services and transmission facility in the City. 2 . 9 . "Subscriber" means a recipient of cable television ser- vice. SECTION 3 . GRANT OF AUTHORITY. 3 . 1 . The City hereby grants to Franchisee, the right and privilege to construct, erect, operate and maintain, in, upon, along, across, above, over and under the streets, alleys, public ways and public places now laid out or dedicated and all exten- sions thereof, and additions thereto, in the City poles, wires, cable, underground conduits, manholes, and other cable conductors and fixtures necessary for the maintenance and operation in the City of Ocoee, of a Cable Communications System, to be used for 2 the sale and distribution of cable services to the residents of the City. Said broadband cable service shall include, but shall not be limited to, the carriage of television and radio signals and any cablecasting programming. This is a non-exclusive franchise and nothing contained herein shall prohibit the City of Ocoee, from granting franchise agreements to other Cable Communications System companies . The Franchisee shall, at all times during the operation of this franchise, be subject to all lawful exercise of the police power as may be hereafter provided by the franchising authority. 3 .2 . The Franchisee shall not be deemed to enjoy any terms or conditions hereunder which are more favorable or less burdensome than those in the CI franchise. The City hereby declares that, to the fullest extent required by law and permitted by state and federal constitutions, the foregoing sentence shall govern in the event of conflict with any other provision of this franchise. SECTION 4 . FRANCHISE TERRITORY. 4. 1 . The franchise is for the present territorial limits of the City of Ocoee, and for any area henceforth added thereto during the term of this franchise. 4 . 2. The Franchisee shall be obligated to make cable service available to all dwelling units in the City, at its regular installation and service rates, subject to only the following exceptions: ( 1 ) Unserved areas with a density of fifty ( 50 ) dwelling units per contiguous aerial cable mile shall be provided with cable television service within ninety (90 ) days after ser- vice is requested. ( 2 ) In other areas, the service need not be available at regular installation rates where there is a dwelling unit den- sity of less than fifty (50 ) per contiguous aerial cable mile. Any potential subscriber(s) in an area of less than fifty ( 50) dwelling units per contiguous aerial cable mile may receive cable service upon payment of an installation charge equal to the 3 actual cost per subscriber of extending the cable plant to pro- vide service, less the cost the company would have incurred per subscriber had the density been fifty ( 50 ) dwelling units per contiguous aerial cable mile. SECTION 5 . DURATION OF FRANCHISE. The duration of the rights, privileges and authorizations hereby granted shall be August 1 , 1999 . SECTION 6 . POLICE POWERS. In accepting this franchise, Franchisee acknowledges that its rights hereunder are subject to the police powers of the City, to adopt and enforce ordinances necessary to the safety and welfare of the public; and it agrees to comply with all applicable general laws and ordinances enacted by the City, pursuant to such power. SECTION 7 . TRANSFER OF CONTROL. The franchise, or control thereof, shall not be transferred or assigned without the prior written consent of the City, which consent shall not be arbi- trarily or unreasonably withheld . Such consent shall be given only after a hearing upon a written application therefor on forms to be prescribed by the City. The application for consent to a transfer or assignment shall be signed by Franchisee and by the proposed transferee or assignee, or by their representatives, evidence of whose authority shall be submitted with the applica- tion. SECTION 8. INSTALLATION, INDEMNIFICATION. 8 . 1 . In installing, operating, and maintaining equipment, cable and wires, Franchisee shall avoid all unnecessary damage and injury to trees, structures and improvements in and along the cable routes authorized by the City. 8.2 . Franchisee shall indemnify and hold the City harmless at all times during the term of the franchise from any and all claims for injury and damage to persons or property, both real and personal, caused by the installation, operation, or main- tenance of any structure, equipment, wire or cable authorized to be installed pursuant to the franchise. Upon receipt of notice 4 in writing from the City, Franchisee shall, at its own expense, defend any action or proceeding against the City, in which it is claimed that personal injury or property damage was caused by activities of Franchisee in the installation, operation, or maintenance of its system. 8 . 3 . The City shall have the right, during the life of this franchise, to install and maintain, free of charge, upon the poles of Franchisee, any wire and pole fixtures that do not unreasonably interfere with the CATV operations of Franchisee. The City agrees to indemnify, defend and hold Franchisee harmless from actions resulting from the City ' s use thereof. 8 .4. Franchisee shall, during the life of this franchise, at such times prior to commencing underground or trench cable construction in the City, apply to the City for all necessary or required licenses, permits, etc. , required to commence and under- take underground or trench cable construction within the City. Franchisee shall also pay all required City license or permit fees as are normally specified by the City, in order to undertake such underground or trench cable construction within the City. 8 . 5 . The Franchisee shall indemnify and hold harmless the City and its officers and employees against any and all losses, claims, damages and liabilities arising out of the grant of this franchise, including any amount paid in settlement of any litiga- tion commenced or threatened which arises from the grant of this franchise (but only if such settlement is effected with the writ- ten consent of the Franchisee) . Upon receipt of notice in writing from the City, Franchisee shall, at its own expense, defend any action or proceeding against the City, in which it is claimed that any losses, damages, or liabilities have been caused by the City in granting said Franchise. SECTION 9 . COSTS OF PUBLICATIONS. Costs to be borne by Franchisee shall include, but shall not be limited to, all costs of publication of legally required notices prior to any public meeting provided for pursuant to this franchise. 5 SECTION 10 . INSURANCE. The Franchisee shall carry insurance in companies satisfactory to the City of Ocoee, indemnifying the City, and itself from and against any and all claims for injury or damage to persons and property, both real and personal, caused by the construction, installation, operation, or maintenance of any structure, equipment, wires or cables authorized or used pur- suant to the franchise. The amount of such insurance against liability for damage to property shall not be less than one million five hundred thousand ( $1 ,500,000 . 00 ) dollars as to any one ( 1 ) accident. The amount of such insurance for liability for injury or death to persons shall not be less than one million five hundred thousand ( $1 ,500,000 . 00) dollars on account of injury to or death of any one ( 1 ) person or number of persons in any one (1 ) accident. The Franchisee shall also carry automobile and Worker' s Compensation Insurance, as well as other customary insurance carried by cable operators for protection against claims such as defamation and other related claims common to cable systems . Certificates of Insurance shall be filed with the City, when executed, and the City shall be notified in writing at least thirty ( 30 ) days prior to the cancellation of any such policy. SECTION 11 . COMPETITION FOR TELEVISION AND RADIO REPAIRS AND SALES. The Franchisee, its officers , directors and employees acting on behalf of Franchisee shall not engage directly or indirectly in the business of selling or repairing television or radio sets. SECTION 12 . FREE SERVICE. The Franchisee shall provide a cable drop and an outlet along its cable route, at no cost, to public schools, police and fire stations, public libraries and other public buildings designated in writing by the City of Ocoee. In addition, Franchisee will provide, at cost, all design specifications, construction, equipment and parts needed to pro- vide service and additional outlets to the buildings specified in this section. The basic level of service is to be provided at 6 all such outlets without charge. The Franchisee shall provide closed circuit television coverage (hereafter "0-Span" ) , each week, of City Commission Meetings, public meetings, public events, and community activities, in accordance with the policies and schedules to be agreed upon between Franchisee and the City. SECTION 13 . REMOVAL OF SYSTEM. Upon termination of the period of the franchise or of any renewal thereof by passage of time or otherwise, the Franchisee shall remove its supporting structures, poles, transmission and distribution systems and other appurtenances from the streets, ways, lanes, alleys, park- ways, bridges, highways and other public places in, over, under and along which they are installed and shall restore the areas to their original condition. If such removal is not completed within twelve ( 12 ) months of such termination, the City may deem any property not removed as having been abandoned. SECTION 14. REPAIRS AND RESTORATION. Whenever the Fran- chisee takes up or disturbs any pavement, sidewalk or other improvement of any public way or public place, the same shall be replaced and the surface restored in as good condition as before entry, as soon as practicable. If the Franchisee fails to make such restoration within a reasonable time, the City of Ocoee, may fix a reasonable time for such restoration and repairs and shall notify the Franchisee in writing of the restoration and repairs required and the time fixed for the performance thereof. Upon failure of the Franchisee to comply within the time specified, the City of Ocoee, may cause proper restoration and repairs to be made and the expense of such work shall be paid by the Franchisee upon demand by the City of Ocoee. SECTION 15. TRANSPOSITION OF SIGNALS . If the Franchisee transposes any television signals from the channel on which it was originally broadcast so that it is received on a different channel on the receiving sets of subscribers, it shall notify its subscribers in writing of such transposition and provide them with a marker suitable for mounting on a television receiver indicating the fact of the transposition. 7 SECTION 16 . EQUAL TIME. If the Franchisee permits any per- son who is a legally qualified candidate for any public office to employ the facilities of its system, or originate and disseminate political campaign material, it shall afford equal opportunities to all other such candidates for the same office to use such facilities to originate and disseminate any views concerning a controversial issue of public importance, and shall afford reason- able opportunity for the presentation over its facilities of contrary points of view. The Franchisee shall be guided by, and its decisions shall be consistent with those of the FCC under similar provisions of the Communications Act of 1934 , as amended, and of policies established by the FCC. SECTION 17 . PERFORMANCE BOND. The Franchisee shall main- tain, with the City, a bond with a surety company licensed to do business in Florida, with corporate surety satisfactory to such authority in the amount of twenty-five thousand ( $25,000 . 00 ) dollars. The condition and terms of said bond shall be as follows: ( 1 ) The satisfactory operation of the cable system, in accordance with the provision of this franchise. ( 2) The indemnity of the City, in accordance with the provisions of this franchise. ( 3 ) The satisfactory removal of it system, in accor- dance with the provisions of this franchise. (4 ) The satisfactory restoration of pavements, sidewalks, and other improvements, in accordance with the provi- sions of this franchise. SECTION 18 . SERVICE INTERRUPTIONS. In the event Franchisee' s service to any subscriber is interrupted for twenty-four ( 24 ) or more consecutive hours, Franchisee will grant such subscriber a prorated credit or rebate. It is the responsibility of the customer to notify the cable operator of any service interrup- tions . 8 SECTION 19 . PLACEMENT OF WIRES AND OTHER EQUIPMENT: TREES. 19 . 1 . In all sections of the City where the cables, wires or other facilities of public utilities are placed underground, Franchisee shall place its cable, wires or other like facilities underground to the maximum extent that the cost and existing technology, as determined by the City, reasonably permit Fran- chisee to do so. In the event that the City may, in the future, require public utilities to further place their cables, wires or other facilities underground in areas presently served aerially, Franchisee shall also place its cables , wires or other like faci- lities underground without expense or liability to the City, or direct charge to the subscribers . 19 . 2. Franchisee shall have authority, with the concurrence of the City Department of Public Works, to trim trees upon and overhanging streets, alleys, sideways and public ways and places of the City, so as to prevent the branches of such trees from coming in contact with the wires, cables and equipment of Franchisee. SECTION 20. OPERATION, SERVICE AND MAINTENANCE OF SYSTEM. 20.1 . Franchisee shall maintain and operate a modern Cable Communications System and render efficient service consistent with all applicable regulations to subscribers during the term of this franchise. The construction, maintenance and operation of the Cable Communications System for which this franchise is granted shall be done in conformance with OSHA, the National Electrical Code, the National Electrical Safety Code, the National Television Standard Code and the Rules and Regulations of the FCC, as the same exist, or as they may be hereafter changed or amended. Further, Franchisee shall install and main- tain its wire, cable, fixtures and other equipment in such a manner as shall not interfere with any installation of the City, or any public utility serving the City. 20 .2 . All structures and all lines, equipment and connections in, over, and upon streets, sidewalks, alleys and public ways and 9 places of the City, wherever situated or located, shall at all times be kept and maintained in a safe, suitable, substantial condition and in good order and repair. 20 . 3 . The signal of any television, radio station or satellite carried on the Cable Communications System shall be carried without material degradation in quality within the limits imposed by the FCC. 20.4 . Franchisee shall maintain a complete set of maps of the City. Such maps shall be updated and revisions thereof submitted to the City of Ocoee, on request. The maps will show the loca- tion of all streets, residences, wire, cables and other facili- ties used by Franchisee located in the City. 20 . 5 Franchisee shall comply with all FCC regulations as they now apply or as they may be amended regarding the carriage of television and radio signals . 20. 6 . Franchisee shall, upon the request of any person holding a building moving permit issued by the City, temporarily raise or lower its wires to permit the moving of the buildings . Fran- chisee shall be given not less than seven ( 7 ) days advance notice to arrange for such temporary wire changes. Costs for such ser- vices will be billed and paid for in advance of such services being performed. SECTION 21 . SYSTEM SPECIFICATIONS . In addition to the spe- cifications expressly provided for in this franchise, Franchisee shall construct and maintain a cable communications system for the City that will, at a minimum, carry the signals of any tele- vision or radio station without material degradation in quality within the limits set forth by the FCC. The cable television system shall be operated and maintained so as to comply with the technical standards set forth in Subpart K of the FCC' s Rules and Regulations as they apply to cable television systems . The Franchisee agrees that the cable system shall have a capacity of at least thirty ( 30 ) video channels . 10 SECTION 22 . LEASED ACCESS CHANNELS. The Franchisee shall maintain at least one ( 1 ) specially designated channel for leased access uses . In addition, other portions of its non-broadcast bandwidth, including unused portions of the specially designated channels, shall be available for leased uses . On at least one of the leased channels, priority shall be given to part-time users . The Franchisee shall provide unused channel capacity on a non- discriminatory, first-come, first-serve basis for leased access cablecasting to any person, group, organization or entity upon the filing of an appropriate request therefor. The Franchisee shall establish operating rules, subject to the approval of the City, which shall govern the operation of the leased access chan- nels . These rules shall prohibit the presentation of lottery information, except as specifically permitted by FCC rules . In addition, these rules shall require adequate sponsorship iden- tification whenever an access channel user presents any matter for which he receives money, service or other valuable con- sideration. It is still premature to specify the rates that will be charged to users of the leased access channels . However, when such rates are finalized, based on experience gathered from the actual operation of the leased channels, such rates shall be fair and reasonable. SECTION 23 . SIGNAL CARRIAGE. The Franchisee shall carry all signals mandated by the FCC and in addition it will carry a variety of off-air, satellite and microwave delivered signals and services available now or in the future, and shall also carry selected FM stereo signals . SECTION 24. COMPANY SERVICES. Subscriber rates for cable service shall not be regulated by the City. Franchisee shall provide at least the following services : 24 . 1 . Standard Installation. Standard installation consisting of an aerial drop, not exceeding one hundred fifty ( 150 ) feet, from a single pole attachment to the customer' s residence. Drops in excess of one 11 hundred fifty ( 150 ) feet, concealed wiring, and all underground drops shall be charged according to the rate schedule. 24 . 2. Project Prewiring. ( 1 ) Franchisee shall provide service to prewired pro- jects according to the terms and conditions and at such rates provided in the rate schedule. (2 ) Franchisee shall review and approve methods and materials, supply specifications, technical assistance, and material according to the rate schedule. ( 3 ) Franchisee shall prewire a project upon request according to rate schedule. 24. 3 . Deposits . Franchisee may require a deposit for materials, converters and services according to the rate schedule as it may be amended from time to time. 24 .4 . Additional Outlets. Franchisee shall provide additional outlets, as customers may request, according to the rate schedule. 24 . 5. Transfers . When a current customer moves from one address within the franchised area to a second address within the franchised area and there is no lapse in service, Franchisee shall transfer service at a rate according to the rate schedule. 24 . 6 . Reconnection. Franchisee shall restore service to customers wishing restoration of service provided the customer shall first satisfy any previous obligation owed. 24 . 7 . Relocation or Extension of Cable. When a current customer requests that an extension or reloca- tion of said customer' s cable service be made, the Franchisee shall do so according to the rate schedule. 24. 8 . Service Calls. Franchisee shall provide CATV system repair service to customer' s premises to test and repair service. 12 SECTION 25 . COMPLAINTS, LOCAL OFFICE. 25. 1 . Franchisee shall maintain a business office in the Ocoee area, with a toll-free number and a twenty-four ( 24 ) hour answering service, which subscribers may call without incurring added message or toll charges so that prompt maintenance service shall be available. 25. 2 . Upon reasonable notice, Franchisee shall expeditiously investigate and resolve complaints regarding the quality of ser- vice, equipment malfunctions and similar matters . 25 . 3 . Franchisee shall normally respond to all service calls within twenty-four (24 ) hours and correct malfunctions as promptly as possible after its discovery. For these purposes, Franchisee shall maintain a competent staff of employees suf- ficient to provide adequate and prompt service to its subscri- bers . 25 .4. Upon request of the City, Franchisee shall, within ten ( 10 ) days after receiving such a request, send a written report to the City, with respect to any complaint. Such a report shall provide a full explanation of the investigations, findings and corrective steps taken. 25 .5 . Except where there exists an emergency situation neces- sitating a more expedited procedure, Franchisee may interrupt service for the purpose of repair or upgrading of the cable com- municating system, only during periods of minimum use. 25 . 6 . Should a subscriber have an unresolved complaint regarding cable television operations, the subscriber shall be entitled to file his complaint with the City, which shall have primary responsibility for the continuing administration of the franchise and the implementation of complaint procedures . The subscriber shall thereafter meet jointly with the City, or its designee, and a representative of Franchisee, within thirty ( 30 ) days of the subscriber' s filing of his complaint, to fully discuss and resolve the matter. Franchisee shall notify each new sub- scriber at the time of initial subscription to the cable service 13 of the procedures for reporting and resolving such complaints. SECTION 26 . COMPANY RULES AND REGULATIONS. The Franchisee shall have the authority to promulgate such rules, regulations, terms and conditions governing the conduct of its business as shall be reasonably necessary to enable Franchisee to exercise its rights and perform its obligations under this franchise, and to assure an uninterrupted service to each and all of its custo- mers; provided, however, that such rules, regulations, terms and conditions shall not be in conflict with the provisions hereof or applicable State and Federal laws, rules and regulations . SECTION 27 . COOPERATION WITH DESIGNATED REPRESENTATIVE. The Franchisee agrees to cooperate with any designated representative of the City, in all matters concerning the operation of the cable system in the City of Ocoee. SECTION 28. FRANCHISE FEE. 28 . 1 . The fee paid to the City, during the term of the franchise shall be three ( 3%) per cent of the gross annual reve- nue derived by Franchisee from all of its operations located within the City of Ocoee. 28 .2 . The franchise fee shall be paid quarterly, to the City Clerk' s Office, and Franchisee shall file a complete and accurate verified statement of all gross annual revenue within the City, during the period for which said quarterly payment is made, and said payment shall be made to the City, not later than thirty ( 30) days after the expiration of the quarter when due. 28 . 3 . The City shall have the right to inspect Franchisee' s income records and the right to audit and recompute any amounts determined to be payable under this franchise; provided, however, that such audit shall take place within thirty-six ( 36 ) months following the close of each of Franchisee' s fiscal years . Any additional amount due to the City, as a result of the audit, shall be paid within thirty ( 30 ) days following written notice to Franchisee by the City, which notice shall include a copy of the audit report. 14 SECTION 29 . AVAILABILITY OF BOOKS AND RECORDS. The Franchisee shall fully cooperate in making available at reason- able times, and the City shall have the right to inspect the books, records, maps, plans and other like materials of Fran- chisee applicable to the Ocoee Cable Communications System, at any time during normal business hours; provided however, where volume and convenience necessitate, Franchisee may require inspection to take place on Franchisee' s premises . SECTION 30 . REVOCATION OF FRANCHISE. The franchise issued hereunder may, after hearing, be revoked by the City, for any of the following reasons : ( 1 ) For failure to file and maintain a bond, or to maintain insurance as required by this franchise. ( 2) For repeated failure to correct violations of this franchise after formal written notice has been served upon Franchisee. ( 3 ) For repeated failure to maintain signal quality under the standards provided for by the FCC and this franchise. (4 ) For any transfer or assignment of a franchise or control thereof without consent of the City, as required by this franchise. SECTION 31 . PRIVACY AND RIGHTS OF INFORMATION. The Franchisee shall not make available to any third party, including the City, information concerning the viewing habits of any indi- vidual subscriber or subscriber-households ' without the prior written consent of the subscriber. The Franchisee shall provide written notice to each subscriber or subscriber-household, and only after written permission has been granted by the subscriber will equipment be installed on the system which would permit the recording or monitoring of individual viewing habits . The requirements of this section shall not prohibit the City, or their designee, from obtaining from Franchisee general demo- graphic and market data and information on number of subscribers . The Franchisee shall not make subscriber lists available to a 15 third party, other than as required to conduct the normal busi- ness operations of the system. SECTION 32. EQUAL OPPORTUNITY. The Franchisee shall be an Equal Opportunity Employer and, pursuant to 47 CFR S76 . 311 , and other applicable regulations of the FCC, must file an Equal Employment Opportunity Program with the FCC, and otherwise comply with the FCC Regulations with respect to Equal Employment Opportunities . A copy of said program shall also be filed with the City. Franchisee shall take affirmative steps to avoid discrimination and, to the extent practicable, encourage training and employment of minority personnel. SECTION 33 . RIGHT OF CONDEMNATION. Nothing in the franchise shall limit any rights that the City may have under applicable law to acquire by condemnation, con- fiscation or otherwise, any property of the Franchisee; provided, however, that any such acquisition shall be for a cash price that values the business at fair market value as an ongoing business enterprise. SECTION 34 . SEVERABILITY. If any section, paragraph, term or provision of this fran- chise is determined to be illegal, invalid or unconstitutional by any court of competent jurisdiction, or by any State or Federal regulatory agency having jurisdiction thereof, such determination shall have no effect on any other section, paragraph, term or provision hereof, all of which will remain in full force and effect for the term of the franchise or any renewal or renewals thereof. SECTION 35 . ENTIRE AGREEMENT. This instrument constitutes the entire Agreement between the parties and supersedes all previous discussion, understandings and agreements . SECTION 36 . EFFECTIVE DATE. This Agreement shall take effect upon the effective date of the Ratification Ordinance to be adopted by the City. That Ratification Ordinance is attached 16 to and incorporated in this Agreement as Exhibit "A" . ENACTED THIS DAY OF , 198 CITY OF OCOEE, FLORIDA By: Mayor ATTEST: City Clerk TELESAT CABLEVISION, INC. By: [CORPORATE SEAL] ATTEST: 77/22:132/3R 17