HomeMy WebLinkAboutOrdinance 14300;i'; ~'`;~~.
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ORDINANCE NO. /~~ ~~
AN ORDINANCE GRANTING A FRANCHISE TO WIDEOPENWEST
TEXAS, LLC FOR USE OF PUBLIC RIGHTS-OF-WAY IN THE CITY OF
FORT WORTH FOR THE PURPOSE OF CONSTRUCTING,
MAINTAINING AND OPERATING A CABLE TELEVISION SYSTEM;
REQUIRING EXECUTION OF A FRANCHISE AGREEMENT
BETWEEN THE CITY OF FORT WORTH AND WIDEOPENWEST
TEXAS, LLC REGARDING CONDITIONS, AND REQUIREMENTS
RELATED TO THE USE OF PUBLIC RIGHTS-OF-WAY IN THE CITY
OF FORT WORTH AND TO THE CONSTRUCTION, MAINTENANCE
AND OPERATION OF A CABLE TELEVISION SYSTEM AND TO THE
PROVISION OF CABLE SERVICES TO RESIDENTS OF THE CITY OF
FORT WORTH AND TO REASONABLE COMPENSATION TO THE
CITY OF FORT WORTH FOR THE USE OF THE PUBLIC RIGHTS-OF-
WAY; PROVIDING FOR PUBLICATION; AND PROVIDING AN
EFFECTIVE DATE.
The following statements are true and correct and constitute the basis upon which the
Crty Council of the Crty of Fort Worth ("City") has adopted this Ordinance
A. WideOpenVVest Texas, LLC ("Company") wishes to construct a cable television
system and to provide cable television services m the City of Fort Worth. In accordance with the
City Charter and ordinances of the City, Company has applied for a franchise from the City m
order to carry out those purposes.
B. Company is a Delaware limited liability company wholly owned by
WideOpenWest Texas, Inc., a Delaware corporation. WideOpenWest Texas, Inc is wholly
owned by WideOpenWest Holdings, LLC, a Delaware limited liability company
C. The Crty has reviewed Company's franchise application and determined that the
granting of a franchise, on the terms and conditions set forth herein, will assist the cable-related
needs and interests of the community, including, but not limited to, the provision of necessary
competition m cable services and participation m the provision of valuable public, educational
and governmental programming.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS•
Ordinance
Section 1. The City hereby grants Company a franchise to erect, construct, install and
maintain a cable television system in, over, under, along and across the public rights-of--way and
to transact business related to the provision of cable services over such cable television system
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subject to the execution by Company, WideOpenWest Texas, Inc. and WideOpenWest Holdings,
LLC of a Franchise Agreement in the form attached hereto as Exhibit 1, which is hereby made a
part of this Ordinance for all purposes.
Section 2. In accordance with and as required by Section 2 of Chapter XXV of the City's
Charter, the City Secretary is hereby directed to publish this Ordinance in its entirety once each
week for four (4) consecutive weeks within a penod of thu•ty (30) days following adoption by the
City Council m the official newspapers of the City Company shall pay for or reimburse the Crty
for all expenses incurred from such publication.
Section 3. This Ordinance shall be in full force and effect following (i) its adoption, and (ii)
its publication m accordance with Section 2, and (iii) m accordance with Section 1, the execution
of the Franchise Agreement attached hereto as Exhibit 1
ADOPTED ~-/S'~ L-1Z~69
Date M & C Number
EFFECTIVE DATE ~' ~'6 " D d
APPROVED AS TO FORM AND LEGALITY
By•
Peter Vaky
Assistant Crty Attorney
City of Fort Worth
2
Exhibit 1
FRANCHISE AGREEMENT
The following statements are true and correct and constitute the basis upon which the
City of Fort Worth has executed this Franchise Agreement:
A. The Crty Council of the Crty of Fort Worth has adopted an ordinance that grants
WideOpenWest Texas, LLC a franchise to erect, construct, install and maintain a Cable
Television System in, over, under, along and across the Public Rights-of--Way in the City of Fort
Worth and to transact business related to the provision of cable services over such Cable
Television System ("Franchise Ordinance"), subject to the execution by Company,
WideOpenWest Texas, Inc and WideOpenWest Holdings, LLC of this Franchise Agreement.
B. In accordance with the Franchise Ordinance, WideOpenWest Texas, LLC desires
to enter into this Franchise. WideOpenWest Texas, Inc and WideOpenWest Holdings, LLC
consent to WideOpenWest Texas, LLC's entering into this Franchise and desire, jointly and
severally, to guarantee unconditional performance by WideOpenWest Texas, LLC of its duties
and obligations under this Franchise Agreement.
Agreement
1. DEFINITIONS.
Capitalized terms used m this Franchise and not otherwise defined within this Franchise
shall have the following meanings
Act shall mean the federal Communications Act of 1934, as amended.
Affiliate shall mean any individual, partnership, association, ~omt stock company, limited
liability company, trust, corporation, or other person or entity who owns or
controls, or is owned or controlled by, or is under common ownership or control
with, the entity m question.
Cable Business shall mean the provision by Company of Cable Services solely by means
of Company's Cable Television System.
Cable Services shall mean only
• The one-way transmission to subscribers of (i) Video Programming or (ii)
other programming services, such as digital audio, by which is meant
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Cable Franchise Agreement with WideOpenWest Texas, LLC
information which Company makes available generally to all subscribers of
Company's Cable Services, such as digital cable radio service; and
• Subscriber interaction, if any, including, but not limited to, that which is used
for the selection or use of (i) Video Programming or other programming
services, (ii) various on-screen options, (iu) Enhanced Cable Services, (iv)
game channels, and (v) interactive services, such as the ordering of
merchandise and the downloading of programs or data access, and
• Enhanced Cable Services, and
• Institutional Network Services.
Cable Television System or System shall mean a facility consisting of a set of closed
transmission paths and associated signal generation, reception and control
equipment that is designed to provide Cable Services which are provided to
multiple subscribers within the Crty, but shall not include (i) a facility that serves
only to re-transmit the television signals of one or more television broadcast
stations, (ii) a facility that serves subscribers without occupying any portion of the
Public Rights-of--Way; (iii) a facility of a common Garner which is subject, m
whole or in part, to the provisions of Title II of the Act, except that, other than for
purposes of Section 621(c) of the Act, such a facility shall be considered a Cable
Television System to the extent that such facility is used m the transmission of
Video Programming directly to subscribers, unless the extent of such use is solely
to provide interactive on-demand services, (iv) an open video system that
complies with Section 653 of the Act; or (v) any facilities of any electric utility
used solely for operating its electric utility systems.
Company shall mean WideOpenWest Texas, LLC
City shall mean the area within the corporate hmrts of the Crty of Fort Worth, Texas.
Complaint shall mean a telephone call or written communication from a customer
notifying Company of a problem relating to Company's bilking or bilking
practices, Company's equipment, picture quality, failure to receive one or more
channels, a change m Company's practice or policy, Company advertising or
other business practice, the conduct of a Company employee or contractor, or the
failure of Company or a service representative to comply with customer service
regulations.
Drop shall mean the cable or wire that connects the distribution portion of Company's
Cable Television System to a customer's premises.
Enhanced Cable Services shall mean (i) information services, (ii) Internet protocol (IP)
telephony; (iii) high speed data service; and (iv) Internet access and Internet
service, such as that of an Internet service provider
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Cable Franchise Agreement with WideOpenWest Texas, LLC
Facilities shall mean all duct spaces, manholes, poles, conduits, underground and
overhead passageways, and other equipment, structures and appurtenances and all
associated transmission media m the Public Rights-of--Way used by Company m
the provision of Cable Services.
Franchise shall mean the authorization issued to Company by the City for the
construction and operation of Company's Cable Television System, as provided
by Trtle VI of the Act and pursuant to and in accordance with the Franchise
Ordinance and this Franchise Agreement.
FCC shall mean the Federal Communications Commission.
Gross Revenue shall mean all of the amounts earned or accrued by Company, or by an
entity m any way affiliated with Company, m whatever form and from all sources
which are in connection with or attributable to (i) the operation of the Cable
Television System with m the City's corporate hmrts or (ii) Company's provision
of Cable Services wrthm the City's corporate hmrts. Gross Revenue shall include,
but not be limited to, all subscriber and customer revenues earned or accrued net
of bad debts, mciudmg revenues for (i) basic cable services, (ii) additional tiers of
service; (iii) premium services, (iv) pay-per-view programs and services, (v)
program guides, (vi) cable modem, high speed data, IP telephony and Internet
access and services (but not including any revenue collected on behalf of or paid
over to any third party directly providing Internet-related services through the
System), (vii) fees for the installation or disconnection of Cable Services, (vii)
fees for service calls, (viii) fees for the provision, sale, rental or lease of
converters, remote controls, additional outlets and other customer premises
equipment; (ix) revenues from the use of leased access channels, (x) advertising
revenues from the Cable Television System, and (xi) revenues, commissions and
other sums received as compensation from home shopping programming and
other entities providing programming used on the System. Advertising revenues
and other revenues whose source cannot be identified with a specific subscriber
shall be allocated to the Crty based upon the percentage of subscribers residing in
the City compared to that served from the head-end serving the City In
calculating Gross Revenue, revenue received from subscribers shall be allocated
to the Crty based solely upon whether the location where Cable Services are
provided is located within the City's corporate hmrts, and not by any other
method of allocation.
Institutional Network or I-NET shall mean the fiber optic communications network
described m Sections 5.3 et seq , 5 4 and Exhibit "B" to be constructed and
operated by Company for the provision of Institutional Network Services to I-
NET Users.
Institutional Network Services shall mean the provision of usable bandwidth capacity
to I-NET Users through fiber optic fines for applications including, but not limited
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Cable Franchise Agreement with WideopenWest Texas, LLC
to, (i) two-way dedicated voice, data, video and telephony channels connecting
and interconnecting facilities owned, leased or` used by the City, schools, counties,
road commissions or other units of state or local government; (ii) computerized
traffic control systems for coordinated traffic control on an area-wide basis, (ui)
Supervisory Control and Data Acquisition (SCADA) systems for municipally
owned water, sewer, gas and electric systems (including street lighting systems),
(iv) interconnection of facilities serving police, fire and other public safety
systems, (v) interconnection of libraries and other government buildings for the
one-way or two-way interchange of video signals, and (vi) local area networks or
wide-area networks connecting governmental buildings, such as for geographical
informational systems purposes.
I-NET User shall mean the City and any school or unit of state or local government
designated by the City to receive Institutional Network Services under this
Franchise Agreement.
Normal Operating Conditions shall mean those service conditions which are wrthm the
control of Company Those conditions which are not wrthm the control of
Company include, but are not limited to, natural disasters, civil disturbances,
power outages, telephone network outages, and severe or unusual weather
conditions. Those conditions which are wrthm the control of Company include,
but are not limited to, special promotions, pay-per-view events, rate increases,
regular or seasonal demand periods, changes m the billing cycle, changes m the
form of bills and other bilking matters, changes m channel lineups or services that
are within Company's control, and repairs, rebuilds, maintenance and upgrade of
the cable system including computer software and hardware.
PEG Channels shall mean the public channels, educational channels and government
channels, mcludmg leased access channels, provided by Company on its Cable
Television System under Section 5 1 et seq of this Franchise Agreement.
PEG User shall mean a person or entity authorized to operate or use a PEG Channel,
mcludmg the City If several persons or entities share m the operation of a PEG
Channel, each such person or entity shall be a separate PEG User
Public Rights-of--Way shall mean all dedicated public streets, highways, alleys and
rights-of--way m the Crty, but shall not include any property of the City that is not
a dedicated public street, highway, alley orright-of--way
Remote Signal Input Points shall mean Signal Input Points for PEG programming that
are used intermittently (but repeatedly) from the same location, such as, byway of
example only and without limitation, from a community center or a high school
football field.
Service Area shall mean any area of the Crty, as specifically depicted and/or described m
Exhibit "A" of this Franchise, where Company is required to provide Cable
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Cable Franchise Agreement with WideOpenWest Texas, LLC
Service to a subscriber located within that area on demand and without any kind
of Drop charge or other kind of charge for the extension of the cable, line or wire
that connects the subscriber's premises to Company's System.
Signal Input Points shall mean the facilities that connect a Signal Input Point Site to
Company's System and thereby provide the connection by which I-NET Users
provide their programming to Company for immediate retransmission to
subscribers.
Telecommunications Service shall mean the offering of any type of telecommunications
service, other than Cable Services, to the public, or to such classes of users as to
be effectively available directly to the public, regardless of the facilities used, by
means of the transmission, between or among points specified by the user, of
information of the user's choosing, without change m the form or content of the
information as sent and received.
Transfer or Transferred shall mean, m addition to supplements set forth m Section 14
of this Franchise, (i) any form of sale, conveyance, assignment, lease, sublease or
merger involving Company as to this Franchise or the Cable Television System or
(ii) any change m the effective control of Company, such as, by way of example
only, that described m 47 C.F.R. § 76 501 et seq and the notes thereto
Video Programming shall mean programming provided by, or generally considered
comparable to programming provided by, a television broadcast station.
2. GRANT OF RIGHTS.
2.1. General Use of Public Rights-of--Way for Provision of Cable Services.
Subject to the terms and conditions set forth in this Franchise Agreement and the
City Charter and ordinances, the Crty hereby grants Company the right to erect, construct,
install and maintain a Cable Television System m, over, under, along and across the
Public Rights-of--Way and to provide Cable Services and transact a Cable Business in the
Crty Company shall build the System m phases and m accordance with the construction
schedule set forth m Exhibit "A", which is attached hereto and hereby made a part of
this Franchise Agreement for all purposes. Company hereby acknowledges and agrees
that this Franchise Agreement does not allow Company to provide any
Telecommunications Service m or through the Crty If Company or an Affiliate of
Company contends that Company or an Affiliate of Company is permitted or intends to
provide any Telecommunications Service m or through the City, Company shall first
notify the Crty m writing and shall obtain a franchise or other permit or agreement for the
use of the Public Rights-of--Way, if required by the City
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Cable Franchise Agreement with WideOpenWest Texas, LLC
2.2. Scope.
2.2.1. Citywide Service.
Subject to Section 7 17 of this Franchise Agreement, Company agrees to
provide Cable Services to any and all persons requesting such Cable Services at
any location within the City
2.2.2. New Developments.
Company shall install its System (excluding only Drops to individual
dwelling units) m any new subdivision and development m the City by (i) the date
on which electric facilities are installed m such subdivision or development or (ii)
the date on which telephone facilities are installed m such subdivision or
development, whichever is earlier, m such a manner that Company shall be
capable of providing Cable Services to any dwelling unit m such subdivision or
development solely by the construction of a Drop to the subscriber premises when
the subscriber's dwelling is constructed.
2.3. Nonexclusive.
This Franchise and all rights granted to Company herein are strictly nonexclusive.
The City reserves the right to grant other and future Cable Television System franchises
to other persons and entities as the Crty deems appropriate. This Franchise does not
establish any priority for the use of the Public Rights-of--Way by Company or by any
present or future franchisees or other permit holders. In the event of any dispute as to the
pnonty of use of the Public Rights-of--Way, the first priority shall be to the public
generally, the second pnonty to the Crty m the performance of its various functions, and
thereafter, as between franchisees and other penmt holders, as determined by the City in
the exercise of its powers, including the police power and other powers reserved to and
conferred on it by the State of Texas.
If the City awards a cable franchise to another entity on terms and conditions
which cause a material competitive disadvantage that will lead to material financial
hardship to Company, then Company may petition the City Council by (i) describing the
manner m which the proposed cable franchise will cause a material competitive
disadvantage to Company and (ii) establishing, with clear and concise financial
projections, the manner m which Company will suffer material financial hardship as a
result of such disadvantage. The Crty Council shall promptly hold a hearing providing
due process on Company's petition, and if the City Council finds that (i) the proposed
franchise will cause a materal competitive disadvantage to Company and (ii) Company
has established, with clear and concise financial pro~echons, that such disadvantage will
lead to material financial hardship to Company, then the City Council will remedy such
disadvantage or hardship m a manner which the Crty Council, m its sole discretion,
deems least harmful (or most beneficial) to the City and its residents. Company hereby
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Cable Franchise Agreement with WideOpenWest Texas, LLC
agrees and acknowledges that technological issues or changes or advances m technology
shall not constitute the basis for Company to assert that it is at a competitive
disadvantage, and Company shall not be entitled to the remedies set forth m this
paragraph as a result of the City's granting or proposing to grant a cable franchise to
another entity whose cable system employs more advanced and/or more desirable
technology than Company's System.
2.4. Other Permits.
This Franchise does not relieve Company of any obligation to obtain permits,
licenses and other approvals from the City necessary for the construction,. repair or
maintenance of the System or the provision of Cable Services..
2.5. Bonds.
2.5.1. During Construction of the System.
Prior to the initiation of construction on Company's Cable Television
System and for the duration of the scheduled construction penod outlined m
Exhibit "A", Company, at Company's sole cost and expense, shall obtain, deliver
to the City and maintain the following bonds, executed by a corporate surety
authorized to do business in the State of Texas and acceptable to the City• (i) a
performance bond in the amount of Five Hundred Thousand Dollars
($500,000 00) that guarantees satisfactory compliance by Company with all
requirements, terms and conditions of this Franchise, including, but not limited to,
recovery by the Crty of any damages, losses, costs and expenses sustained or
suffered by the City due to Company's failure to construct and activate its Cable
Television System m a satisfactory and timely manner and m accordance with this
Franchise and (ii) a payment bond that guarantees full payments to all persons,
firms, corporations or other entities with whom Company has a direct relationship
pertammg to the construction of its Cable Television System. Upon full
completion of the Cable Television System and complete payments to all persons,
firms, corporations or other entities with whom Company has or had a direct
relationship pertammg to the construction of its Cable Television System,
Company shall notify the City m writing and, after receiving the City's written
approval, which shall not be unreasonably denied or withheld, Company shall no
longer be required to maintain these bonds.
2.5.2. After Completion of Construction of System.
After Company has completed its Cable Television System, Company
shall be required to obtain, deliver to the City and maintain bonds as follows
Prior to the commencement of any construction work m the Public Rights-of--Way
in the Crty that requires a cut, opening or other excavation, Company shall deliver
to the City bonds executed by a corporate surety authorized to do business in the
State of Texas and acceptable to the Crty in the same amount as the full cost of
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Cable Franchise Agreement with WideOpenWest Texas, LLC
work under the construction contract or construction prod ect that will be
performed m the City's corporate hmrtsi The bonds shall guarantee (i)
satisfactory compliance by Company with all requirements, terms and conditions
of this Franchise Agreement and (ii) full payments to all persons, firms,
corporations or other entities with whom Company has a direct relationship for
the performance of such construction, maintenance or repairs.
2.5.3. Required of Company's Contractors.
If any construction, maintenance and repair work is undertaken by a
contractor of Company on or to Company's Cable Television System, either
during or after completion of the System, Company shall require such contractor
to deliver to Company bonds in the same amount as the full cost of work under
the construction contract or construction project that will be performed by the
contractor in the City's corporate limits. The bonds shall guarantee (i) the faithful
performance and completion of all construction, maintenance or repair work m
accordance with the contract between Company and the contractor and (ii) full
payment for all wages for labor and services and of all bills for materials, supplies
and equipment used m the performance of that contract. Such bonds shall name
both the City and Company as dual obligees.
2.5.4. General Requirements for All Bonds.
All bonds required hereunder shall be m a form approved by the City and
executed by a corporate -surety authorized to do business m the State of Texas and
acceptable to the City In addition, all bonds required hereunder shall be endorsed
to provide that such bonds shall not be canceled or non-renewed by the surety
without at least sixty (60) days' advance written notice to the City
3. FEES AND PAYMENTS TO CITY
3.1 Franchise Fee.
Company shall pay the City throughout the term of this Franchise an amount
equal to five percent (5%) of Company's Gross Revenue ("Franchise Fee")
3.1 1 When Due.
Company shall pay the Franchise Fee to the City on a calendar quarterly
basis. The Franchise Fee shall be due within forty-five (45) days following the
last day of each quarter
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Cable Franchise Agreement with WideopenWest Texas, LLC
3.1.2. Accompanying Report.
Company shall submit with its Franchise Fee payment a written report m a
form acceptable to the City and verified by an officer of the Company that
summarizes Company's Gross Revenue for the previous quarter and computes the
amount of the Franchise Fee due the City for that quarter
3.1.3 Audits.
The City may audit Company at any time to verify the accuracy of
Franchise Fees paid to the City Company shall pay any additional amounts due
the City as reported m any City audit within thirty (30) days following the City's
submission to Company of an invoice for such sum. If this amount exceeds ten
percent (10%) of the Franchise Fee which the audit shows should have been paid
to the City for the period in which the audit covered, Company shall pay the
City's costs for the audit. Otherwise, the City shall pay its own costs for the audit.
3.1 4 Allocation for Bundled Services.
If Company bundles, ties or combines Cable Services (which are subJect
to the Franchise Fee under this Franchise) with non-Cable Services (which are not
subJect to the Franchise Fee under this Franchise) and assesses a subscriber only
one fee, the combined revenue therefrom shall be allocated to Cable Services to
the full extent which would have been charged by Company if the subscriber had
received only Cable Services. In no event shall the amount allocated to Cable
Services under the foregoing calculation exceed (i) the total amount of combined
revenue actually received by Company (in which case Section 3 1 5 shall apply)
or (ii) the net revenue derived when mandatory tariff rates (if any) imposed by a
governmental authority for components of the bundled, tied or combined services
are deducted from the combined revenue. Notwithstanding any interpretation to
the contrary, this Franchise does not authorize Company to vary or alter any
payments or amounts of compensation to the City which may be dictated by
another franchise, ordinance, agreement or by applicable law and are related to
use of the Public Rights-of--Way m the provision of non-Cable Services m the
City
3.1.5. Allocation for Discounted Services.
If Company offers its subscribers any kind of discount if such subscribers
receive both Cable Services (which are subJect to the Franchise Fee under this
Franchise) and non-Cable Services (which are not subJect to the Franchise Fee
under this Franchise), the discount shall be applied proportionately to Cable
Services and non-Cable Services. For example, assume that a subscriber's
monthly charge for Cable Services alone would be $40; for local telephone
service alone, $30; and for long-distance telephone service alone, $30, for a total
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Cable Franchise Agreement with WideOpenWest Texas, LLC
of $100 If Company offers a single rate to the subscriber for taking all three
services from Company that, in effect, amounts to a twenty percent (20%)
discount from the rates that would apply to the services if purchased individually,
the aggregate discount in this example is $20 For computation of the Franchise
Fee, that $20 discount would be applied pro rata so that Gross Revenue hereunder
would be deemed to be $32 (a 20% dlscount from the $40 fee for Cable Services)
The result would be the same if Company offers a specific dollar discount for any
services provided, such as, for example, a $20 discount for local telephone
services offered on the condition that the subscriber also take Cable Services at
the standard $40 rate.
3.2. Other Payments.
In addition to the Franchise Fee, Company shall pay the Clty all sums which may
be due the Clty for property taxes, license fees, permit fees, or other taxes, charges or fees
that the Crty may from time to time impose. Company shall reimburse the City for
publication of this Franchise as required by the City's Charter
3.3 Interest.
All sums not paid when due shall bear interest at the rate often percent (10%) per
annum or the maximum amount allowed by law, whichever is less, computed monthly If
such outstanding sums are paid with interest within thirty (30) days following their
respective due dates, Company's failure to pay such sums by their respective due dates
shall not, m and of itself, constitute an Event of Default under Section 15 of this
Franchise Agreement.
3 4 Letter of Credit.
Within thirty (30) days following the Effective Date of this Franchise, Company
shall provide the City with a Letter of Credit in favor of the City m the amount of One
Hundred Thousand Dollars ($100,000 00) issued by a financial institution in the City's
corporate limits and m a form acceptable to the City This Letter of Credit shall serve a
security to the City for the faithful performance by Company of the provisions of this
Franchise. The Letter of Credit shall provide that the City may draw down an amount
owed by Company to the Crty under the provisions of this Franchise or applicable law by
presenting the issuer with (i) a written statement, signed by the City Manager, that sets
forth the basis of the City's demand and contains an appropriate reference to the
applicable law, ordinance or Franchise provision under which the Crty is due the sum
demanded and (ii) a copy of the Letter of Credit. Company shall keep m effect and
maintain this Letter of Credit at the amount specified herein at all times dunng the term
of this Franchise and for at least six (6) months following any revocation, termination or
expiration of this Franchise The Letter of Credit shall provide that the Letter of Credit
shall not expire and that the issuer shall not cancel the Letter of Credit unless the issuer
provides wntten notice to the City m advance of such expiration or termination.
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Cable Franchise Agreement with WideOpenWest Texas, LLC
4 TERM
This Franchise shall become effective on the Effective Date, as established m the
Franchise Ordinance, and shall remain in effect for fifteen (15) years, expiring at 11 59 P.M. on
the fifteenth anniversary of the Effective Date. This Franchise and all rights of Company
hereunder shall automatically terminate upon the expiration of this Franchise. The City or
Company, at either party's option, may reopen this Franchise within six (6) months following the
date of adoption of federal or state legislation or FCC rules or regulations if such affect the City's
ability to (i) regulate rates for any Cable Services provided by Company or (ii) protect
subscribers within the City on matters such as customer service or consumer protection. This
Franchise may not be reopened for any reason other than as set forth in the immediately
preceding sentence.
5. ACCESS TO THE SYSTEM.
5.1 PEG Channels.
Subject to the City's rights to require additional PEG Channels and to Company's
obligation to reallocate PEG Channels m order to accommodate a conversion to HDTV,
as provided by Section 5 5 of this Franchise, Company shall provide non-commercial
PEG Channels on its System m the basic or lowest tier of service as follows
5.1.1 Public Access Channel.
Company shall designate Channe146 as a public access channel for use by
members of the general public which will be administered by the Crty or by an
institution or institutions designated by the City m the City's sole discretion.
5.1.2. Educational Channels.
Company shall designate Channels 43 and 50 as educational channels for
use by educational entities located in the Dallas-Fort Worth metropolitan area
designated by the Crty m the City's sole discretion.
5.1.3. Government Channels.
Company shall designate Channels 7 and 45 as government channels
administered by the Crty for programming provided by the Crty, a designee of the
City or such other units of state or local government as the City may appoint from
time to time.
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Cable Franchise Agreement with WideOpenWest Texas, LLC
5.1.4. PEG Pro~rammin~ Support.
The City already owns and operates its own community access studio and
produces programming for all PEG channels on its own or on its behalf.
Although federal law allows the City to require a cable operator to provide
facilities for PEG programming, the City is wilting to forgo any such requirement
m return for Company's assistance m the City's production of and administration
over PEG programming as provided m this Section 5 1 4 In order for the Clty to
continue rts production of and administration over PEG programming, Company
shall pay to the City each month during the term of this Franchise a payment
equal to One Dollar ($1 00) for each subscriber of the Company that resides in the
City ("PEG Fee") In accordance with federal law, Company may elect, but is
not required, to pass through this PEG Fee to its subscribers m the City In the
event that Company does elect to pass through the PEG Fee to its subscribers in
the City, Company shall hst the PEG Fee as a separate tine charge on its
subscribers' monthly bills.
5.1.5. Allocation of PEG Channels.
Upon at least six (6) months' advance written notice to Company, the City
may allocate or reallocate the usage of the PEG Channels among and between
different uses and users of such PEG Channels, including, but not hmrted to, the
City's removing a PEG Channel or a user of a PEG Channel, replacing a PEG
Channel or a user of a PEG Channel, regmring several different users to share or
jointly use a given PEG Channel, or allowing one or more PEG Users currently
sharing a PEG Channel to have a PEG Channel in which they are the sole User
5.1 6. Temporary Additional PEG Channels,
After the date on which Company begins to provide at least fifty (50)
channels m a high definition television format (or technological successor
thereof), Company shall provide, upon written request by the Crty, one additional
PEG Channel so as to allow, to the extent deemed appropriate by the City, PEG
Channel simulcasting m both 6 MHz analog NTSC format and m an HDTV
format. If Company ceases to provide any channel of programming on its System
in 6 MHz NTSC analog format, Company shall not be required to provide such
additional PEG Channel.
5.2. Interconnection.
Upon written request by the City, Company shall promptly initiate work to
interconnect rts System with other Cable Systems or open video systems m any portion of
the Crty or contiguous communities m order to transmit, receive and exchange
programming with such systems or the entities operating PEG Channels on such systems.
In the event of any dispute between Company and a person or entity operating any other
Page 12
Cable Franchise Agreement with WideopenWest Texas, LLC
Cable System or open video system with regard to the costs of such interconnection,
Company, the person or entity with whom Company has a dispute and the Crty shall meet
m good faith m an attempt to resolve the dispute.
5.3. Institutional Network.
Company, at no cost to the City, I-NET Users or subscribers, shall provide,
construct, operate and maintain an Institutional Network (excluding coders/decoders,
interface and other terminal equipment which will be supplied by I-NET Users) that will
provide I-NET Users with Institutional Network Services m accordance with the
provisions and conditions set forth herein and m Exhibit "B", attached hereto and hereby
made a part of this Franchise Agreement for all purposes. Unless the City agrees
otherwise m wnhng with Company, the I-NET, including the individual fiber optic fibers
constituting all or any portion of the I-NET, shall by owned and maintained by Company
but provided for the sole and exclusive use of I-NET Users.
5.4. Incremental I-NET Fiber.
Company shall install and terminate additional fiber optic pairs ("Incremental I-
NET Fiber") m Company's future new and replacement fiber optic installations for use
as an I-NET m the following manner
5.4.1. Additional Facilities.
The Crty will inform Company m wrtmg from time to time of any city
buildings, facilities, traffic control devices and non-profit educational institutions
m addition to those initially identified by the Crty pursuant to Exhibit "B" of this
Franchise Agreement that the City would like to have served by an I-NET
("Additional I-NET Locations") Company will use such information m its
plans for future fiber optic installations, where, for example, one routing will pass
a facility the Crty would like to have served and another routing of comparable
cost would not.
5.4.2. Annual Reports.
By January 31 of each year, Company will provide the City with its
conceptual plans for new and replacement fiber optic construction for that
calendar year Company will also provide the Crty from time to time with wntten
notice of conceptual plans for additional fiber optic construction as soon as is
feasible, but not less than thirty (30) days pnor to the initiation of such
construction.
5.4.3. Cost Estimates.
Upon wntten request by the City, Company will provide the City with a
conceptual cost estimate, and other information that the City may reasonably
Page 13
Cable Franchise Agreement with WideOpenWest Texas, LLC
require, of installing Incremental I-NET Fiber along all or any portion of a route
or routes that are part of Company's conceptual plans. Such estimates shall be
provided as soon as possible after the City's request so that the City may have
time to obtain City Council approval or to amend its budget.
5.4.4. Notices to Proceed.
As to any route where the City has requested a conceptual cost estimate,
Company shall provide the Crty with the final cost estimate of installing
Incremental I-NET Fiber, and other information that the City may reasonably
require, as soon as Company's design of the fiber for such route is reasonably
complete. The Crty will have thirty (30) days following receipt of the final cost
figure to notify Company to install Incremental I-NET Fiber All Incremental I-
NET Fiber and all Additional I-NET Sites served by Incremental I-NET Fiber
shall be defined and treated as part of the I-NET under this Franchise Agreement
for all purposes.
5.4.5. Installation Costs.
The cost of the installation of Incremental I-NET Fiber shall be computed
on an incremental bask, meaning the cost to Company of constructing and
installing fiber on a given route with the Incremental I-NET Fiber less the cost to
Company of constructing and installing fiber on a given route without the
Incremental I-NET Fiber
5.5. HDTV.
Broadcast and cable channels are likely to convert in whole or m part to a high
definition televislon ("HDTV") format during the term of this Franchise. Channels will
likely be delivered m both HDTV and conventional analog formats dunng a transition
period prior to the expected total conversion to HDTV in 2006 This Section 5 5 and the
provisions that follow are intended to (i) provide for additional PEG Channels so that
dunng the aforementioned transition period these Channels will be available m both
HDTV and conventional format, thereby enabling subscribers to receive PEG Channels
regardless of whether they have an HDTV or a conventional television set; (ii) allow a
reallocation of PEG Channels and PEG User to aid m the preceding subsection (i), and
(iii) provide funds for PEG Users to convert their facilities to an HDTV format.
5.5.1. Re orts.
Company shall provide the Crty with quarterly reports that outline
Company's plans and progress for HDTV converslon, including, but not limited
to, the number of channels to be converted, the date(s) of conversion, equipment
changes, formats to be used and other information reasonably necessary for the
City to be able to plan an appropriate and potentially concurrent conversion of
PEG Channels and facilities to HDTV format.
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Cable Franchise Agreement with WideopenWest Texas, LLC
5.5.2. Grant/Conversion.
After the date that Company provides at least five (5) channels m one or
more of several HDTV or successor formats, as such formats may from time to
time be adopted or in effect ("HDTV Format"), upon written request by the Clty,
Company shall provide the Crty with a grant to the Crty that is sufficient for I-
NET Users and PEG Users to convert all their capital facilities, including, but not
limited to, video, audio, lighting, control, storage and editing equipment, studios
and vans, to HDTV format that is compatible with the format employed by
Company Such grant shall not exceed 30 cents per customer per month when
amortized over the number of subscribers as of the end of the calendar quarter
preceding the date when the grant is made, using straight line amortization
without interest for ten (10) years. (For example, if there were one thousand
(1,000) subscribers at the time, the maximum grant would be .30 (maximum
amount per subscriber) x 12 (per month) x 1,000 (number of subscribers) x 10
(number of years amortized) _ $36,000) The City shall allocate the grant among
I-NET Users and PEG Users for HDTV conversion purposes as the City, in the
City's sole discretion, deems is m the public interest.)
5.5.3. Temporary Additional PEG Channels.
After the date that Company provides at least five (5) channels in HDTV
Format, the Crty may from time to lime request, and Company shall provide, one
(1) additional PEG Channel so as to allow, to the extent deemed appropriate by
the Crty, PEG simulcasting m both 6 MHz analog NTSC format and m an HDTV
Format. Company shall not be required to continue to provide such additional
PEG Channel when Company ceases to provide any channel of programming on
its System m 6 MHz NTSC analog format.
5.6. Open Broadband Access.
Company shall provide nondiscriminatory access to Company's cable modem
platform for providers of Internet and on-line services, whether or not such providers are
affiliated with Company, subject to (i) the availability of bandwidth and (ii), at
Company's request, execution by any such provider of a reasonable written agreement
with Company pertaining to such access. Company shall (i) comply with all
requirements of this Franchise regarding Cable Services m the provision of Internet and
on-line services, (ii) include revenues from Internet access and cable modem services as
part of Company's Gross Revenue for purposes of this Franchise; and (iii) comply with
any applicable commercial leased access requirements that may be established by an
applicable law, rule or regulation.
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Cable Franchise Agreement with WideOpenWest Texas, LLC
6. USE OF PUBLIC RIGHT'S-OF-WAY
6.1 No Undue Burden.
The System shall not be erected, installed, constructed, repaired, replaced or
maintained m any manner that places an undue burden on the present or future use of the
Public Rights-of--Way by the Crty and the public. If the Crty, m its sole and reasonable
judgment, determines that any portion of the System does place an undue burden on a
portion of the Public Rights-of--Way, Company, at Company's sole cost and expense and
within a reasonable time period specified by the City, shall modify the System or take
other actions determined by the City to be m the public interest to remove or alleviate the
burden.
6.2. Minimal Interference.
The System shall be erected and maintained in a manner that causes minimal
interference with the public's use of the Public Rights-of--Way and with the rights or
reasonable convenience of the owners of property which ad~oms any of the Public
Rights-of--Way
6.3. Parallel Installation.
All cables, wires and other similar Facilities shall be installed parallel with
existing telephone and electric utility wires whenever possible Multiple cable
configurations shall be m parallel arrangement and bundled m accordance with
engineering and safety considerations and all applicable laws, ordinances, rules and
regulations.
6.4. Underground Facilities.
In any area of the Crty where the Crty currently or may m the future require public
utilities to place their cables, wires or other equipment underground, then Company shall
also place its existing and future cables, wires and other equipment underground. In any
such area where Company may have existing cables, wires and other equipment above
ground, Company shall install such cables, wires and other equipment underground
wrthm six (6) months following written notification from the Crty and at no expense, cost
or liability to the Crty In this event, Company shall coordinate with other utilities
serving such area of the City so that only one or as few possible trenches as necessary are
utilized for the underground installation of Facilities and other equipment.
6.5. Marking of Facilities.
Company shall mark its aerial Facilities m the Public Rights-of--Way with a
marker on its lines or alternate poles which shall state Company's name and provide a
toll-free telephone number that a party may call for assistance. Company's underground
Page 16
Cable Franchise Agreement with WideOpenWest Texas, LLC
Facilities shall have (i) a conducting wire placed m the ground at least several inches
above Company's cable if such cable is non-conductive and (ii) a continuous colored tape
at least eighteen (18) inches above Company's cable that contains a statement to the
effect that there is burred cable below and provides Company's name and atoll-free
number that a party may call for assistance.
6.6. Directional Borings.
Whenever Company places the System or any other Facilities beneath the traveled
or paved portion of a Public Right-of--Way, unless otherwise approved in wasting by the
Director of the City's Transportation/Public Works Department, Company shall do so by
directional boring and not by excavation of a trench. Company shall notify the Director
of the City's Transportation/Public Works Department at least five (5) business days
prior to rts making a directional bore underneath any Public Right-of--Way At the City's
request and m accordance with the Crty's instructions, Company will increase the size of
the directional bore. In such an event, the City shall (i) pay only the incremental cost
incurred by Company m enlarging the directional bore and (ii) have the exclusive right to
use the additional space or capacity created by the increased size of the directional bore
without additional charge or expense.
6.7. Pavement Cut Coordination and Additional Fees.
In order to preserve the integrity of the Public Rights-of--Way infrastructure,
Company shall coordinate rts construction of the System and all other work m the Public
Rights-of--Way with the City's program for street construction, rebuilding and
resurfacing. Company shall not cut, excavate or otherwise breach or damage the surface
of any paved Public Right-of--Way within ninety-six (96) months following the
construction or resurfacing of such Public Right-of--Way unless (i) Company obtains
written consent from the Director of the City's Transportation/Public Works Department
and (ii) pays the Clty the sum of One Thousand Two Hundred Fifty Dollars ($1,250 00)
for each fifty linear feet (50') of a cut, excavation or breach of any Public Right-of--Way
or portion thereof. This fee shall (i) be m addition to, and not m lieu of, Company's
obligations to restore the Public Rights-of--Way in accordance with this Franchise and (ii)
not be allocated or otherwise counted as part of any Franchise Fee to the City
6.8. Use of Easements.
In using utility easements that cross privately-owned property, Company shall,
without limitation, (i) ensure the safety, functioning and appearance of the property and
the convenience and safety of other persons are not adversely affected by the installation
or construction of Facilities necessary for the System, (ii) pay all costs and expenses
incurred m or related to the installation, construction, operation or removal of such
Facilities, and (iii) justly compensate property owners for any damages caused by the
installation, construction, operation or removal of such Facilities.
Page 17
Cable Franchise Agreement with WideOpenWest Texas, LLC
6.9. Restoration of Public Rights-of--Way.
Company, at Company's sole cost and expense, and in a manner approved by the
City, shall promptly restore any portion of the Public Rights-of--Way that are m any way
disturbed or damaged by the construction, operation, maintenance or removal of the
System to, at Company's option, as good or better a condition as such property was m
immediately prior to the disturbance or damage. Company shall diligently commence
such restoration within fifteen (15) calendar days following the date that Company first
became aware of the disturbance or damage or, >f the System > being removed, within
fifteen (15) calendar days following removal of the System.
6.10. Joint Use.
Company, at no charge, shall permit the ~omt use of its poles, conduits and
Facilities located m the Public Rights-of--Way by other utilities and by the City; provided
that (i) the I-NET shall be for the exclusive use by I-NET Users and (ii) for Facilities
other than the I-NET, Company may require the City to remove its facilities (i) ><f, and
only >,f, excess height or space on or wrthm Company's Facilities no longer exists for the
City's use and (>i) following at least ninety (90) calendar days' advance written notice.
6.11. Tree Trimming.
Upon receipt of and in accordance with the City's ordinances and applicable
permits, Company may trim trees >n or overhanging the Public Rights-of--Way so as to
prevent the branches of such trees from coming into contact with the System m a manner
that affects the integrity of the System. Except in an emergency, Company shall trim
trees m or overhanging the Pubhc Rights-of--Way or City property only after rt has
notified the City and received a permit for tree trimming as required by Crty ordinances.
Company shall not trim trees on privately owned property unless it has obtained the
consent of the property's owner Company, at Company's sole cost and expense, shall
have all trimmed branches and debris removed from the Public Rights-of--Way
immediately following completion of any such project.
6.12. Relocation of Facilities.
Company, at Company's sole cost and expense and wrthm a reasonable time
frame prescribed by the City, shall protect, support, disconnect, relocate or remove from
the Pubhc Rights-of--Way any portion of its System when required by the Crty due to
street or other public excavation, construction, repair, grading, regrading or traffic
conditions, the installation of sewers, drams, water pipes or municipally-owned facilities
of any kind, the vacation, construction or relocation of streets or any other type of
structure or improvement of a public agency; or any other type of improvement necessary
for the public health, safety or welfare.
Page 18
Cable Franchise Agreement with WideopenWest Texas, LLC
6.13. Temporary Relocation of Facilities.
Upon advance notice of at least fifteen (15) business days, Company shall
temporarily raise or lower Its wires, cables or other equipment upon the reasonable
request of any person or entity, including, but not limited to, a person or entity with a
building moving permit Issued by the Crty Company may charge a reasonable fee for
this service, but such fee shall not exceed the actual and direct costs incurred by
Company m the temporary relocation of such Facilities.
6.14. Removal of Obsolete Facilities.
Company shall promptly remove all obsolete or unused Facilities In the Clty
When Company opens a trench, accesses a conduit or boring or Is working on aerial
locations, rt shall remove or have removed all unusable and/or inactive Facilities from
those locations unless otherwise approved by the Clty When Company opens a trench or
access to bonngs, rt shall notify all other owners of facilities m or at such locations so
that they may remove their obsolete facilities or Install new facilities while the trench or
access to bonngs Is open. If Company receives notification from another entity that the
entity Is opening a trench or access to bonngs, Company shall remove all of its obsolete
Facilities from such location while the trench or access to bonngs Is open.
6.15. Removal of System.
Upon the revocation, termination or expiration without extension or renewal of
this Franchise, Company's right to use Public Rights-of--Way under this Franchise shall
cease and Company shall Immediately discontinue the provision of Cable Services m the
City and the use of the System. Within six (6) months following such revocation,
termination or expiration and m accordance with directions from the Clty, Company shall
remove the System, Including, but not limited to, all supporting structures, poles,
transmission and distribution systems and other appurtenances, fixtures or property from
the Public Rights-of--Way If Company has not removed all Facilities from the Public
Rights-of--Way within six (6) months following revocation, termination or expiration of
this Franchise, the Crty may deem all of Company's Facilities remaining m the Public
Rights-of--Way abandoned and, at the City's sole option, (i) take possession of and title to
such property or (ii) take any and all legal action necessary to compel Company to
remove such property
Within six (6) months following revocation, termination or expiration of this
Franchise, Company shall also restore any property, public or private, that is disturbed or
damaged by removal of the System. If Company has not restored all such property
within this time, the Crty, at the City's sole option, may perform or have performed any
necessary restoration work, m which case Company shall Immediately reimburse the Crty
for any and all costs incurred m performing or having performed such restoration work.
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Cable Franchise Agreement with WideOpenWest Texas, LLC
7 CUSTOMER SERVICE AND CONSUMER PROTECTION
7.1. General Standards.
Company shall comply with the more stringent of the customer service and
consumer protection provisions of (i) this Franchise or (ii) the FCC, as may be set forth
from time to time in FCC rules and regulations, such as the current FCC Rule 76.309
7.2. ScramblingBlockin~.
If at any time the System operates at 860 MHz, Company shall at all times
scramble both the audio and video portions of all channels with predominately adult-
oriented programming. Upon request by a subscriber, Company shall entirely block such
subscriber from receiving both the audio and video portion of any channel with
predominantly adult-oriented programming with devices, such as, by way of example,
notch filters, which prevent the frequencies containing a specific channel or channels
from being transmitted into the subscriber's premises.
7.3 Pay Per View Options.
Subscribers shall be given the option of (i) not having pay per view or per
program service available at all or (ii) only having such services provided upon the
subscriber's provision of a security number selected by an adult representative of the
subscriber
7 4. Customer Notifications.
Company shall provide all subscribers with written information on at least each of
the following matters (i) products and services offered, (ii) paces (rates) and options for
Cable Services and the conditions of a subscription to such Cable Services, mcludmg, but
not limited to, prices for programming, equipment rental, program guides, installation,
disconnection, processing charges for late payment and other fees charged by Company;
(iii) Company's installation and service maintenance policies, (iv) Instructions on how to
use Cable Services, mcludmg procedures and options for pay per view, premium
channels and connection to a VCR, (v) channel positions of programming carved on the
System, mcludmg a listing specific to the City showing the channel names and numbers
actually available to subscribers m the City; (vi) billing and Complaint procedures with a
notice for a subscriber to contact Company initially with Complaints and questions, (vii)
applicable privacy requirements as set forth m this Franchise or provided for by law;
(viii) the availability of lockout devices and the ability to have a channel entirely blocked
or trapped, and (ix) the procedure for resolving signal quality problems as set forth m
Section 10.3 Company shall provide such written information to subscribers (i) at the
time of installation or reinstallation of service; (ii) annually to all subscribers, and (iii) at
any time upon request of a subscriber or the Crty The information shall be dated with
the printing, revision, or effective date.
Page 20
Cable Franchise Agreement with WideOpenWest Texas, LLC
7.5. Notifications Pertaining to Cable Services-related Changes.
Company shall notify subscribers of any changes m rates, Cable Services or
channel positions as soon as possible through announcements on the cable system or in
writing. Company will provide written notice of such changes to the Crty in advance of
its notifying subscribers and will make every effort to notify the Crty forty-five (45) days
m advance of any such change Unless a longer time period is required by applicable law
or regulation, nonce must be given to subscribers a minimum of thirty (30) days m
advance of the implementation of any such change if the change is within the control of
Company and as soon as possible if the change is not within the control of Company In
addition, Company shall notify subscribers and the Crty at least thirty (30) days in
advance of any significant changes m the matters covered m Section 7 4
7.6. Telephone Service Standards.
7 6.1 Customer Service Telephone Number.
Company shall have a local or toll-free telephone number available for use
by subscribers m the Crty twenty-four (24) hours per day, seven (7) days per
week. The local or toll-free numbers shall be listed, with appropriate
explanations, m the directory pubhshed by each local telephone company and m
any significant directories pubhshed by others.
7.6.2. Customer Service Representatives.
Once Company has two thousand (2,000) subscribers located in the City,
Company shall ensure that Trained Company Representatives will be available to
respond to subscriber telephone inquires twenty-four (24) hours per day, seven
(?) days per week. As to video service matters, the term "Trained Company
Representatives" shall mean employees of Company who have the authority and
capability while speaking with a subscriber to, among other things, answer billing
questions, adjust bills, and schedule service and installation calls.
7.6.3 Response Time.
Under Normal Operating Conditions, a Trained Company Representative
shall personally answer a telephone call within thirty (30) seconds from the time
that the telephone connection is made. If the telephone call needs to be
transferred, the time to complete the transfer shall not exceed thirty (30) seconds.
These standards shall be met no less than ninety percent (90%) of the time under
Normal Operating Conditions, measured on a quarterly basis.
7 6.4 Busy Signals.
Under Normal Operating Conditions, the subscriber shall receive a busy
signal less than three percent (3%) of the time, measured on a quarterly basis.
Page 2]
Cable Franchise Agreement with WideOpenWest Texas, LLC
7.7 Company Office.
Company shall maintain a physical office wrthm the City or wrthm ten (10) miles
of Company's Service Area, which shall include a place where subscribers may pay their
bills, pickup and return converter boxes and comparable items and receive information on
Company and its services. The office shall be open at least from 8.00 A.M. to 6.00 P.M.
Monday through Fnday and 9 00 A.M. to 1 00 P.M. on Saturdays.
7.8. Standards for Installations and Service Calls.
Company shall meet the following standards for installations and service calls not
less than ninety-five percent (95%) of the time, measured on a quarterly basis
7.8.1. Installations Made within Seven Business Days.
Under Normal Operating Conditions, installations located up to one
hundred fifty (150) aerial feet from the existing distribution cable system shall be
performed wrthm seven (7) business days after an order has been placed.
7.8.2. Scheduling.
Installations and service calls shall be available at a minimum from 8 00
A.M. to 6.00 P.M. Monday through Fnday and 9.00 A.M. to 1.00 P.M. on
Saturdays. Company shall, at the subscriber's option, either (i) schedule the
subscriber to be the first call of the day or last call of the day on a first come, first
served basis, (ii) schedule the appointment for a date certain on a "call to meet"
basis where as the service technician finishes his/her prior task, the technician
calls the subscriber and arranges to meet the subscriber shortly thereafter; or (iii)
establish an appointment window of no more than three (3) hours with the
subscriber (or adult representative of the subscriber) or another appointment
window mutually agreed upon between the subscriber and Company
7.9. Operating Procedures for Installations and Service Calls.
Company shall comply with the following operating procedures for all
installations and service calls. If Company fails to comply with any operating procedure
set forth m this Section 7.9, Company shall provide an affected subscriber with (i) a free
installation if the call is for a Cable Service installation or (ii) at least twenty dollars
($20 00), which may be m the form of a credit, if the call is for any matter other than a
Cable Service installation.
7.9 1. Nature of Response.
Company shall respond to the request for service m accordance with the
option selected. by the subscriber
Page 22
Cable Franchise Agreement with WideOpenWest Texas, LLC
7.9.2. Cancellations or Rescheduling Requests by Company.
Company shall not cancel or request the rescheduling of an appointment
with a subscriber after 5 00 P.M. on the business day prior to the scheduled
appointment. If, on the day of a given appointment with a subscriber, Company's
technician is running late for such appointment and will not be able to keep the
appointment as scheduled, the subscriber shall promptly be contacted. The
appointment shall be rescheduled, as necessary, at a time which is convenient for
the subscriber
7.9.3. Cancellations or Rescheduling Requests by Customers.
In the event access to the subscriber's premises is not made available to
Company's technician when the technician arnves during the established
appointment window, the technician shall leave wntten notification stating the
time of arnval and requesting that Company be contacted again to establish a new
appointment window Notwithstanding the foregoing, if Company's technician
or service representative telephones the subscriber during or pnor to the
appointment window and is advised that the technician will not be given access to
the subscriber's premises during the appointment window, then the technician
shall not be obliged to travel to the subscriber's premises or to leave the written
notification referred to above, and the burden shall again be upon the subscriber
(or adult representative of the subscriber) to contact Company to arrange for a
new appointment.
7.9 4 Length of Service Calls.
Company's service technicians and service representatives shall take
adequate time on each service call to address or correct the problem in question
and shall not be held to a quota of calls per day or an established limitation on
time invested per call.
7.9.5. Charles for Service to Company Equipment.
Company shall not charge a subscriber for any service call relating to
Company owned and Company maintained equipment after the mrtial mstallahon
of Cable Services unless the problem giving rise to the service request can be
demonstrated by Company to have been caused by the negligence or intentional
misconduct of the subscriber
7 10. Service Interruptions and Signal Quality Impairments.
Company shall meet the standards set forth in Sections 7 10 1 and 7 10.2 not less
than ninety-five percent (95%) of the time, measured on a quarterly basis. In addition,
Company shall comply with the conditions of Section 7 10.3 at all times.
Page 23
Cable Franchise Agreement with WideOpenWest Texas, LLC
7.10.1 Service Interruptions.
Under Normal Operating Conditions, Company shall diligently begin
working on a Service Interruption promptly and m no event later than twenty-four
(24) hours after the Service Interruption becomes known to Company "Service
Interruption" shall mean the loss of picture or sound on one or more cable
channels that affects one or more subscribers.
7.10.2. Signal uality Impairments.
Under Normal Operating Conditions, Company shall begin diligently
begin working on subscriber Complaints involving impairment or degradation of
signal quality (other than a Service Interruption) promptly and in no event later
than the next business day after the problem becomes known to Company
7.10.3. Redress for Service Interruptions and Signal Quality Impairments
Company shall provide affected subscribers, upon request by the City or
the subscriber, with one day's free service (equivalent to the service they were
receiving at the time of the interruption) for each day or portion thereof of Service
Interruption.
7.11. Lod of Customer Complaints.
Company shall maintain a written log, or an equivalent stored m computer
memory and capable of access and reproduction m panted form, of all Cable Service-
related customer Complaints ongmatmg within the City Such log shall be m form and
substance acceptable to the City and at minimum list the date and time of each such
Complaint, identify the customer to the extent allowed by law, and describe the nature of
the Complaint and when and what actions were taken by Company m response thereto
The log shall be organized by City The log shall be kept at Company's office m or near
the City for a penod of at least two (2) years and shall be available for inspection dunng
regular business hours by the Crty upon request.
7.12 Bills.
7.12.1. Format.
Company's bills to customers for Cable Services shall be issued monthly
to each subscriber with a balance due or change of service. Bills shall be clear,
concise and understandable. Bills shall be fully itemized, with itemizations
including, but not limited to, basic service, cable programming service, premium
service charges, equipment charges and processing fees for late payments as
further specified m Section 7 14 Bills shall also clearly delineate all activity
dunng the bilking penod, including optional charges, rebates, credits, and late
Page 24
Cable Franchise Agreement with WideOpenWest Texas, LLC
charges. The City shall be given thirty (30) days advance nonce of any change m
the format of bills.
Each bill shall prominently display Company's local or toll-free telephone
numbers available for use by subscribers. If a bill has more than one portion (for
example, one portion that is kept by the customer and one portion that is sent to
Company) such telephone numbers shall prominently appear on the front side of
the portion of the bill retained by the customer
7.12.2. Complaints and Disputes.
Company shall respond in wntmg to all wntten complaints from
subscribers regarding bilking matters within thirty (30) days of receipt. Company
shall not disconnect a subscriber for failure to pay legitimately contested charges
dunng a billing dispute. However, dunng a bilking dispute Company may
disconnect a subscriber for failure to pay charges that are not contested.
7.12.3. Payment Options.
Company shall provide subscribers m the City with the option of paying
for Cable Services by (i) cash, (ii) check; (iii) an automatic payment plan under
which the amount of the bill is automatically deducted from a checking account
designated by the subscriber; or (iv) by mayor credit card on a preauthonzed basis.
7.13. Refunds and Credits.
Refund checks for Cable Service shall be issued to subscribers promptly and m no
event later than either (i) the subscriber's next billing cycle following resolution of the
request or thirty (30) days, whichever is earlier, or (ii) of service is terminated, thirty (30)
days after return of egmpment owned by Company or at the time of the next bilking cycle,
whichever is earlier Credits for Cable Service shall be issued no later than the
subscriber's next billing cycle following a determination that a credit is warranted.
7.14. Late Payments.
7.14 1. Notification of Additional Fee on Bills.
Each bill shall specify on its face m a fashion emphasizing same (such as
bold face type, underlined type or a larger font) "For payments received after
[date] a $ processing fee for late payment maybe charged."
7.14.2. Process for Assessment of Additional Fee.
No processing fee for a late payment, however denominated, shall be
assessed or added to a subscriber's bill less than twenty-one (21) calendar days
after the mailing of the bill to the subscriber In the event any such fee is assessed
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Cable Franchise Agreement with WideOpenwest Texas, LLC
or added, Company shall separately state the charge on the subscriber's bill and
shall include the word "late" m the description of such fee.
7.15. Disconnection of Cable Services.
Company shall comply with the following standards and procedures pertaining to
the disconnection of Cable Services to any of Company's subscribers m the City•
7.15.1. Disconnection for Non-Payment.
Company shall not disconnect a subscriber for failure to pay until at least
forty-five (45) calendar days have elapsed after the due date for payment of the
subscriber's bill and Company has provided at least ten (10) calendar days'
written notice separate from the monthly bill to the subscriber prior to
disconnection, specifying the effective date after which Cable Services are subject
to disconnection.
715.2. Disconnection for Illegal Practices.
Company may disconnect a subscriber at any time if Company in good
faith believes that the subscriber has tampered with or abused Company's
equipment, that there is a signal leakage problem (or other non-compliance with
FCC rules or other standards which poses a risk to hues or property) on the
subscriber's premises, or that the subscriber is or may be engaged m the theft of
Cable Services.
715.3. Disconnection at Subscriber's Request.
Company shall promptly disconnect any subscriber who so requests
disconnection, including those subscribers who elect to cease receiving Cable
Services from Company m order to receive Cable Services or other multi-channel
video services from another person or entity No period of notice prior to
requested termination of service shall be required of subscribers by Company No
charge shall be imposed upon the subscriber for or related to disconnection or for
any Cable Service delivered after the effective date of the disconnect request
(unless there is a delay by the subscriber m the return of Company equipment) If
the subscriber fails to specify an effective date for disconnection, the effective
date shall be deemed to be the day following the date the disconnect request is
received by Company provided that Company equipment has been returned by the
subscriber
7.16. Truth In Advertising.
Company's bills, advertising and communications to its current or potential
subscribers shall be truthful and shall not contain any false or misleading statement. For
the purposes of the preceding, a statement is false or misleading if rt contains an untrue
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Cable Franchise Agreement with WideOpenWest Texas, LLC
statement of any material fact or omits to state a material fact necessary in order to make
the statements made, m the light of the circumstances under which they were made, not
misleading.
7.17. Drops.
Company shall not charge subscribers or potential subscribers located wrthm
Company's Service Area charge for a Drop or other kind of charge for the extension of
the cable, line or wire that connects the subscriber's premises to Company's System. For
subscribers or potential subscribers located m the City but outside Company's Service
Area, Company's standard installation charge shall include at least a one hundred fifty
(150) foot Drop from rts Cable Television System, such that current or potential
subscribers shall only be charged for a Drop to the extent the Drop serving such
subscribers exceeds one hundred fifty (150) feet, measured from the tap on the
distribution portion of the System to the subscriber's premises. Company shall notify in
advance any potential subscriber located outside Company's Service Area who is
requesting Cable Service from Company of anot-to-exceed Drop charge that Company
intends to assess in order to extend Cable Service to that potential subscriber Drops shall
be made from a pole and not from midspan whenever possible. Upon termination of
Cable Services to a subscriber, Company shall either remove its Drop entirely or secure
the Drop in a method reasonably acceptable to the City
7.18. Underground Facilities Requested by Customer.
If a subscriber requests Company to install Cable Services to a subscriber's
property through underground facilities, Company shall comply with the subscriber's
request but may charge the subscriber the actual difference m cost between the aerial
installation of the Drop and the underground installation of the Drop This provision
shall not apply if the subscriber hues m an area of the City m which underground utilities
and facilities are required, m which case Company may only charge the subscriber its
normal installation charge.
7.19. Identification of Company Personnel.
All service personnel of Company, including contractors and subcontractors,
whose normal dunes involve contact with the general public shall wear on their clothing a
clearly visible identification card bearing their name and photograph. Company shall
account for all identification cards at all times. Every service vehicle of Company shall
be clearly identifiable by the public and shall display Company's logo and local
telephone number in a plainly visible manner Vehicles used by any contractors or
subcontractors of Company shall display the contractor's or subcontractor's name,
markings indicating that such contractor or subcontractor is working for Company, and
the local telephone number of both Company and the contractor or subcontractor
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Cable Franchise Agreement with WideOpenWest Texas, LLC
7.20. Subscriber Information.
Company shall not record or retain any information as to the programming
actually watched by a subscriber Company shall destroy all subscriber information of a
personally identifiable nature after a reasonable period of time unless otherwise requested
by the affected subscriber This Section 7.20 shall not prohibit Company from its
conducting system wide or individually addressed "sweeps" solely for the purpose of (i)
verifying system integrity, (ii) checking for illegal taps or (iii) billing.
7.21. Converters.
Company shall make available for rent by subscribers all converter equipment
necessary for subscribers (such as those whose television sets are not "cable ready") to
receive all Cable Services offered by Company
7.22. Negative Options.
Company shall not engage in the practice of "negative option" marketing and
shall not charge any subscriber for any service that the subscriber has not affirmatively
requested.
8. REPORTS TO CITY.
8.1. Service-Related Reports.
Company shall provide the following reports to the City monthly (by the 15th
business day of the following month) and quarterly (by the 15th business day of the
following quarter These reports shall m forms currently used by Company or otherwise
in form and substance acceptable to the City, showing on a consistent basis, fairly
applied, Company's compliance with the customer service standards set forth m this
Franchise.
• Number of Subscribers,
• Report of Monthly Report of Service Calls by Reason, which shall include an
explanation of the categories of reported reasons,
• Monthly Outage Summary by Franchise;
Once Company has two thousand (2,000) subscribers located in the City, the City may
require Company to provide the following additional reports
• System Statistics Report;
• Monthly Service Call Availability Analysis and Installation Call Availability
Analysis,
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Cable Franchise Agreement with WideOpenWest Texas, LLC
• Monthly Customer Call Sample Report, showing the results of a random
sampling of customer complaints, and
• Monthly Call Center Performance Report.
8.2. Format of Reports.
Company's service-related reports to the City shall show Company's performance
for the respective time penod, excluding penods that were not Normal Operating
Conditions ("Abnormal Operating Conditions") and, if Company contends any
Abnormal Operating Conditions occurred dunng the penod m question, rt shall describe
the nature and extent of such Abnormal Operating Conditions and show Company's
performance both including and excluding the time penods Company contends such
conditions were m effect. At the City's request, Company will provide additional
mfornation and existing reports reasonably related to the measurement and evaluation of
Company's compliance with the customer service requirements set forth m this
Franchise.
8.3. Audits Pertaining to Service-Related Reports.
The City, by itself or m combination with other mumcipahties with whom
Company has a franchise or other agreement to use public nghts-of--way for the provision
of Cable Services, reserves the nght to audit Company or any Affiliate of Company to
venfy the accuracy of the service-related reports required under this Section 8 In the
event of any such audit, Company shall make available at a location m Tarrant County,
Texas that is convenient to the City all records of Company or an Affiliate of Company
reasonably necessary to conduct such audit. If the audit discloses performance that is
three (3) percentage points worse than any of the standards of the referenced sections
(such as compliance 92% of the time versus 95% of the time), Company shall pay the
City's costs m connection with the audit w~thm thirty (30) days of submission of an
invoice. Otherwise, the City shall pay the costs of such audit.
8.4. Construction-Related Reports.
Company shall provide the City with a wntten quarterly report that outlines
Company's (i) construction activities dunng that quarter and (ii) plans for construction to
the System for the next twenty-four (24) months. This report shall be a public document
and kept on file m the Crty Secretary's Office for inspection by the public
9. LIQUIDATED DAMAGES FOR VIOLATIONS OF CUSTOMER SERVICE
STANDARDS.
9.1 Telephone Service.
Company acknowledges and agrees that its failure to comply with the telephone
service standards set forth m Sections 7 6.2, 7 6.3, andlor 7 6 4 of this Franchise will
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Cable Franchise Agreement with WideopenWest Texas, LLC
harm subscribers and the City and that the amounts of actual damages will be difficult or
impossible to ascertain. Therefore, for each quarter following the Effective Date of this
Franchise, the City may assess the following liquidated damages against Company for
non-comphance with the customer service standards set forth m Sections 7 6.2, 7 6 3 and
7 6 4 (measured on a quarterly basis) Company acknowledges and agrees that the
liquidated damages set forth below are a reasonable approximation of actual damages and
that this Section 9 1 is intended to provide compensation for damages and is not a
penalty
Subject to Section 9.3 of this Franchise, the damages for non-compliance with one
or more of the standards m Sections 7 6.2, 7 6 3, and/or 7 6 4 during a calendar quarter
are as follows:
• First quarter of non-compliance $1 00 per subscriber or $5,000 00, whichever is
more.
• Second quarter of non-compliance within three (3) consecutive calendar quarters
$2.00 per subscriber or $5,000 00, whichever is more.
• Third quarter of non-compliance within six (6) consecutive calendar quarters and
each subsequent non-compliance• $3 00 per subscriber or $5,000 00, whichever is
more.
9.2. Installations, Service Calls and Service Interruptions.
Company acknowledges and agrees that rts failure to comply with the standards
for installations, service calls and service interruptions set forth m Section 7 8 1, 7 8.2,
7 10 1, and/or 7 10.2 of this Franchise will harm subscribers and the City and that the
amounts of actual damages will be difficult or impossible to ascertain. Therefore, for
each quarter following the Effective Date of this Franchise, the City may assess the
following liquidated damages against Company for non-comphance with the customer
service standards set forth m Sections 7 8 1, 7 8.2, 7 10 1 and/or 7 10.2 (measured on a
quarterly basis) Company acknowledges and agrees that the liquidated damages set
forth below are a reasonable approximation of actual damages and that this Section 9.2 is
intended to provide compensation for damages and is not a penalty
Subject to Section 9 3, the damages for non-comphance with one or more of the
standards in Sections 7 6.2, 7 6.3, and/or 7 6 4 during a calendar quarter are as follows.
• First quarter of non-comphance: $1 00 per subscriber or $5,000 00, whichever is
more.
• Second quarter of non-comphance within three (3) consecutive calendar quarters
$2 00 per subscriber or $5,000 00, whichever is more
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Cable Franchise Agreement with WideOpenWest Texas, LLC
Third quarter of non-compliance wrthm six (6) consecutive calendar quarters and
each subsequent non-compliance. $3 00 per subscriber or $5,000 00, whichever is
more.
9.3. Effect of Extended Periods of Compliance.
If Company complies with all of the standards identified m Sections 9 1 and 9.2
for eight (8) consecutive calendar quarters, the damages for the first subsequent non-
compliance with any and each of those standards will be $0.25 per subscriber or $3,000,
whichever is more. Thereafter, the damages provided m Sections 9 1 and 9.2 will again
be applicable so that the next non-compliance wrthm three (3) and/or six (6) consecutive
calendar quarters, as the case may be, will be subject to the damages set forth for such
quarters m Sections 9 1 and/or 9.2, respectively
9.4. Calculation of Number of Subscribers.
For purposes of calculating liquidated damages under Sections 9 1 or 9.2, the
number of subscribers shall be that reflected on Company's report to the City pertaining
to subscriber numbers for the quarter m which liquidated damages are subject to
assessment or, if Company fails to provide such report, as reasonably calculated by the
City
9.5. Failure to Submit Quarterly Reports.
Company acknowledges and agrees that its failure to submit quarterly reports to
the City as required by Sections 8 1 and 8.2 will harm the City and its ability to serve its
citizens who subscribe to Company's Cable Services, and that the amounts of actual
damages will be difficult or impossible to ascertain. Therefore, for each quarter following
the Effective Date of this Franchise, the City may assess liquidated damages against
Company for Company's failure to submit quarterly reports as required by Sections 8 1
and 8.2 in the amount of $1 00 per subscriber or $5,000 00, whichever is more.
Company acknowledges and agrees that such liquidated damages are a reasonable
approximation of actual damages and that this Section 9 5 is intended to provide
compensation for damages and is not a penalty
9.6. No Waiver.
An event of non-compliance will be taken into account in determining whether a
later event of non-compliance is a second, third or subsequent event without regard to
whether City has assessed liquidated damages or taken any other action with respect to
the non-compliance.
9.7. Procedure for Assessment.
Liquidated damages shall be assessed by the City Manager or his or her designee.
Company may obtain a review of the assessment by the City Council by making a written
Page 3 ]
Cable Franchise Agreement with WideOpenWest Texas, LLC
request within ten (10) business days after receipt of notice m wntmg of the assessment
and its basis. Company shall have an opportunity to be heard at a meeting of the City
Council or by a person designated by the City Council as a heanng officer pnor to the
actual assessment of liquidated damages by the City Manager or his or her designee. The
City Council may adopt additional procedures, including appointment of a City official or
other person to act as a heanng officer The City Council's decision may be based upon
the record of proceedings conducted by the heanng officer or a proposal for decision
submitted by the heanng officer
9.8. P~ment and Classification of Liquidated Damages.
Liquidated damages shall be paid on or before the tenth (10th) business day
following assessment. Company acknowledges and agrees that liquidated damages paid
under this Franchise do not constitute franchise fees, do not reduce the amounts otherwise
payable as franchise fees and will not be passed through to subscribers in the City
10. TECHNICAL STANDARDS.
The following provisions shall apply to Company's implementation of and compliance
with the FCC's rules and regulations relating to cable television technical standards for signal
quality, currently set forth at 47 C.F.R. § 76 601 and following, and subsequent amendments to
any such rules and regulations.
10.1. Testing by Company.
Company shall notify the Crty m advance of testing for compliance with FCC
standards. The City may have a representative present to observe such tests and may
designate one location to be tested. Company shall provide the City with a report of
testing for compliance with such standards upon wntten request (but not more than twice
a year) Such report to City shall state, in pertinent part, that the person doing the testing
has reviewed the applicable rules and regulations of the FCC, the industry standards and
other materials referenced therein, and that such testing was done fairly and either shows
full compliance with such rules and regulations or sets forth with specificity and m detail
all areas of non-compliance, their actual or likely scope and causes, and Company's
professional recommendation of the best corrective measures to immediately and
permanently correct the non-compliance.
10.2. Testing by City.
The City at its expense (no more than twice per year, bamng unusual
circumstances) upon thirty (30) days written notice to Company may test the System for
compliance with the FCC technical standards. Company shall cooperate in such tests and
provide access to the System. Company shall reimburse the City for the full expense of
any test which shows a material non-compliance with such standards.
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Cable Franchise Agreement with WideOpenWest Texas, LLC
10.3. Subscriber Complaints Re~ardin~ Signal uality.
Company shall establish and notify subscribers of the following procedure for the
resolution of complaints from subscribers about the quality of the television signal
delivered to them. (i) All complaints shall go initially to Company; (ii) All matters not
resolved by Company shall at Company's or the subscriber's option be referred to the
City for the City to resolve; and (iii) All matters not resolved by the City maybe referred
to the FCC for the FCC to resolve.
11. RATES AND REGULATION.
11.1. General Rights of the City
The Crty reserves the right to regulate Company, the Cable Television System, the
provision of Cable Services authorized under this Franchise, Company's rates and
charges for the provision of Cable Services and for related services, such as, without
limitation, rental deposits and downgrade fees, as expressly permitted by federal, state
and/or local laws, ordinances, rules and regulations.
11.2. Frequency of Rate Increases.
Company will not increase or file any form or notification with the FCC related to
an increase m Company's rates for basic cable service, equipment, service calls or other
services over which the City has regulatory authority under federal, state and/or local
laws, ordinances, rules and regulations more than once in each calendar year
11.3. Rate Orders.
Unless a final order of the FCC, affirmed on appeal if an appeal is taken,
determines that a rate order of the City, as a franchise authority, is automatically stayed
by the filing of an appeal by Company to the FCC, Company will implement each rate
order adopted by the City unless and until Company obtains an order of the FCC or a
court of competent jurisdiction staying or overruling the effecriveness of the rate order
Company will reimburse the City for all reasonable attorneys' fees and other expenses
incurred by the City as a result of Company's violation of this Section 11.3
11.4 Notice of Certain Costs.
On at least an annual basis and at any other time when requested by the Crty,
Company shall identify to the Crty m writing the costs which Company claims are
external costs that Company potentially may pass through to subscribers under rules and
regulations of the FCC or successor rules with a similar effect. Company's notice to the
City shall state the individual amounts of such costs and the approximate amount that
subscribers may be billed as a result and shall contain a calculation to justify such
amount.
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Cable Franchise Agreement with. WideOpenWest Texas, LLC
12. LIABILITY AND INDEMNIFICATION.
12.1. Disclaimer of Liability.
The City shall not at any time be liable for any m~ury or damage occurring to any
person or property from any cause whatsoever that apses out of the construction,
maintenance, repair, use, operation, condition or dismantling of the System or Company's
provision of Cable Services.
12.2. Indemnification.
Company, at Company's sole cost and expense, shall indemnify and hold harmless
the City, its officers, boards, commissions, agents, employees and volunteers
("Indemnitees"), from and against any and all habilrties, obligations, damages,
penalties, claims, liens, costs, charges, losses and expenses, whether legal or equitable,
which may be imposed upon, incurred by or asserted against any Indemnitees by reason
of any personal m~ury or property damage or any act or omission of Company, rts
personnel, employees, agents, contractors or subcontractors which may apse out of or be
many way connected with (i) the construction, installation, operation, maintenance or
condition of the System, (ii) the transmission of any programming over the System, (iii)
any claim or lien arising out of work, labor, materials or supplies provided or supplied to
Company, its contractors or subcontractors, (iv) the provision of Cable Services, or (v)
Company's failure to comply with any federal, state or local law, ordinance, franchise,
rule or regulation.
12.3 Assumption of Risk.
Company hereby undertakes and assumes, for and on behalf of Company, its
officers, agents, contractors, subcontractors, agents and employees, all risk of dangerous
conditions, if any, on or about any City-owned or -controlled property, including, but not
limited to, the Public Rights-of--Way In addition, Company hereby agrees to and shall
indemnify and hold harmless any Indemmtee against and from any claim asserted or
liability imposed upon any Indemmtee for any personal m~ury or property damage
.incurred or asserted by Company or any of its employees, agents, servants, contractors or
subcontractors, and ansmg from the installation, operation, maintenance or condition of
the System.
12.4. Defense of Indemnitees.
In the event any action, lawsuit or other proceeding is brought against any
Indemmtee by reason of any matter for which the Indemnitees are indemnified under
Sections 12.2 or 12.3, the Crty shall give Company prompt notice of the making of any
claim or commencement of any such action, lawsuit or other proceeding, and Company,
at Company's sole cost and expense, shall resist and defend the same with legal counsel
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Cable Franchise Agreement with WideOpenWest Texas, LLC
selected by the City and reasonably acceptable to Company and with reasonable
participation by the Crty In such an event, Company shall not admit liability m any
matter on behalf of any Indemmtee without the advance written consent of the Crty
13 INSURANCE.
Company shall procure and maintain at all times, m full force and effect, a policy or policies
of insurance to provide coverages as specified herein, naming the City as an additional insured and
covering all public risks related to the use, occupancy, condition, maintenance, existence or location
of the Public Rights-of--Way and the construction, installation, operation, maintenance or condition
of the System.
13.1 Primary Liability Insurance Coverage.
• Commercial General Liability:
$1,000,000 per occurrence;
• Property Damage Liability
$1,000,000 per occurrence;
• Automobile Liability
$1,000,000 per accident,
mcludmg, but not limited to, all owned, lured or non-owned motor vehicles used
m conjunction with the rights granted under this Franchise
• Worker's Compensation•
As required by law; and, Employer's Liability as follows.
$1,000,000 per accident.
13.2. Excess Liability Insurance Umbrella.
$10,000,000, including Primary Coverage, for each coverage fisted in § 13 1
13.3. Revisions to Required Coverage.
At the reasonable recommendation of the City's Risk Manager, the City may at any
lime revise insurance coverage requirements and limits requu-ed by this Franclise.
Company agrees that within thirty (30) days of receipt of wntten notice from the City,
Company will implement all such revisions requested by the City The policy or policies of
insurance shall be endorsed to provide that no material changes m coverage, mcludmg, but
not limited to, cancellation, termination, non-renewal or amendment, shall be made without
thirty (30) days' prior written nonce to the City
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Cable Franchise Agreement with WideOpenWest Texas, LLC
13.4. Underwriters and Certificates.
Company shall procure and maintain its insurance with underwriters authorized to
do business m the State of Texas and who are acceptable to the City in terms of solvency
and financial strength. Within thirty (30) days following adoption of this Franchise by the
City Council, Company shall furnish the City with certificates of insurance signed by the
respective companies as proof that rt has obtained the types and amounts of insurance
coverage required herein. In addition, Company shall, on demand, provide the City with
evidence that it has maintained such coverage m full force and effect.
13.5. Deductibles.
Deductible or self-insured retention limits on any line of coverage required herein
shall not exceed $25,000 m the annual aggregate unless the limit per .occurrence, or per line
of coverage, or aggregate is otherwise approved by the City
13.6. No Limitation of Liability
The insurance requirements set forth in this Section 13 and any recovery by the City
of any sum by reason of any insurance policy required under tlis Franclise shall m no way
be construed or effected to hmrt or m any way affect Company's liability to the City or other
persons as provided by this Franchise or law
14. TRANSFERS, OWNERSHIP AND CONTROL.
14.1. Management of Cable Television System.
Company shall personally manage the Cable Television System and the provision
of Cable Services within the City Company shall not, directly or indirectly, contract for,
subcontract or assign, m whole or m part, the management of the Cable Television
System or the provision of Cable Services within the City unless the City provides
advance written consent.
14.2. Transfers.
This Franchise and the Cable Television System shall not be sold, Transferred,
assigned or otherwise encumbered without the prior written consent of the City For
purposes of this Franchise, m addition to the definition provided m Section 1, a
"Transfer" shall specifically include (i) any change m limited partnership interests, non-
managmg limited liability company interests, or non voting stock representing thirty
percent (30%} or more of the equity interests m the entity m question and (ii) any option,
right of conversion or similar right to acquire interests constituting control without
substantial additional consideration. If Company seeks to obtain the consent of the City
for any kind of Transfer, sale, assignment or other encumbrance, Company shall submit
Page 36
Cable Franchise Agreement with WideOpenWest Texas, LLC
an application for such consent m the form requested by the City and shall submit or
cause to be submitted to the City all such documents and information that the Crty may
reasonably need for its consideration of the application. Company shall pay on the City's
behalf or reimburse the City for all costs reasonably incurred by the City due to any
proposed sale, Transfer, assignment or other encumbrance.
In addition, if Company sells, Transfers or otherwise assigns the System or seeks
or attempts to sell, Transfer or otherwise assign the System within one (1) year following
the date that the City approves m writing Company's certification of completion for
Construction Phase Number 2, as identified and defined m Exhibit "A" of this Franchise,
the City may also assess liquidated damages against Company in the amount of One
Hundred Thousand Dollars ($100,000 00) Company acknowledges and agrees that the
amount of liquidated damages set forth m this paragraph is a reasonable approximation of
actual damages that the City will incur as a result of such a sale, Transfer or assignment
or attempted sale, Transfer or assignment and is not a penalty In the event that the City
assesses liquidated damages pursuant to this Section 14.2, Company represents, warrants
and agrees that rt will not contest m any forum whatsoever (i) the characterization of such
damages as liquidated damages or (ii) the amount of such liquidated damages. The Crty
shall assess such liquidated damages in accordance with the procedure set forth in
Section 9 7 of this Franchise and Company shall pay such liquidated damages m
accordance with Section 9 8 of this Franchise
15. DEFAULTS.
The occurrence at any time during the term of this Franchise of one or more of the
following events shall constitute an "Event of Default" under this Franchise•
15.1. Failure to Pay Franchise Fees.
An Event of Default shall occur if Company fails to pay any Franchise Fee on or
before the respective due date.
15.2. Failure to Initiate Construction of System.
An Event of Default shall occur if Company fails to initiate construction of its
System on or before September 30, 2001
15.3. Failure to Complete Construction of System.
An Event of Default shall occur if Company (i) fails to complete any Construction
Phase, as defined m Exhibit "A", by the deadline established for that Construction Phase
by the Build-out Schedule set forth m Exhibit "A" and (ii) fails to undertake construction
on such Construction Phase for a period of sixty (60) calendar days after such deadline
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Cable Franchise Agreement with WideOpenWest Texas, LLC
15.4. Breach.
An Event of Default shall occur if Company materially breaches or violates any
of the terms, covenants, representations or warranties set forth m this Franchise
(including any exhibits thereto) or fails to perform any obligation required by this
Franchise.
15.4. Bankruptcy, Insolvency or Receivership.
An Event of Default shall occur if Company (i) files a voluntary petition m
bankruptcy; (ii) is adjudicated insolvent; (iii) files any petition or fails to contest any
petition filed against rt seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief for itself under any laws relating to
bankruptcy, insolvency or other relief for debtors, (iv) seeks, consents to or acquiesces in
the appointment of any trustee, receiver, master, custodian or liquidator of Company, any
of Company's property, franchises, or any revenues, issues, earnings or profits thereof;
(v) makes an assignment for the benefit of creditors, or (vi) fails to pay Company's debts
generally as they become due.
15.5. Violations of the Law.
An Event of Default shall occur if Company violates any existing or future federal,
state or local laws or any existing or future ordinances, rules and regulations of the City
16. UNCURED DEFAULTS AND REMEDIES.
16.1. Notice of Default and_Opportunity to Cure.
If an Event of Default occurs, the City shall provide Company with written notice
and shall give Company the opportunity to cure such Event of Default. For an Event of
Default which can be cured by the immediate payment of money to the City, Company
shall have thirty (30) days from the date it receives written notice from the City to cure
the Event of Default. For any other Event of Default, Company shall have sixty (60)
days from the date rt receives written notice from the City to cure the Event of Default. If
any Event of Default is not cured within the time period specified herein, such Event of
Default shall, without further notice from the City, become an "Uncured Default" and
the Crty immediately may exercise the remedies provided m Section 16.2
16.2. Remedies for Uncured Defaults.
Upon the occurrence of an Uncured Default, the Crty shall be entitled to exercise,
at the same time or at different times, any of the following remedies, all of which shall be
cumulative of and without limitation to any other rights or remedies the Crty may have
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Cable Franchise Agreement with WideOpenWest Texas, LLC
16.2.1. Termination of Franchise.
Upon the occurrence of an Uncured Default, the City may terminate this
Franchise. Upon such termination, Company shall forfeit all nghts granted to it
under this Franchise, and, except as to Company's unperformed obligations and
existing habil~hes as of the date of termination, this Franchise shall automatically
be deemed null and void and shall have no further force or effect. Company shall
remain obligated to pay and the City shall retain the right to receive Franchise
Fees and any other payments due up to the date of termination. Company shall
remove the System from the City as and when requested by the City The City's
right to terminate this Franchise under this Section 16.2.1 shall does not and shall
not be construed to constitute any kind of limitation on the City's right to
terminate this Franchise for other reasons as provided by and in accordance with
this Franchise.
16.2.2. Leal Action Against Company.
Upon the occurrence of an Uncured Default, the City may commence
against Company an action at law for monetary damages or in equity for
m~unctive relief or specific performance of any of the provisions of this Franchise
which, as a matter of equity, are specifically enforceable
17. RIGHTS AND RESERVATIONS OF THE CITY.
In addition to the rights reserved to the City under this Franchise, the City shall have the
following rights and reservations
17.1. To require proper and adequate extensions of the System and Cable Services and
maintenance thereof at the highest practicable standards of efficiency; and
17.2. To establish reasonable standards of Cable Service and product quality and to
prevent unjust discrimination m Company's provision of Cable Services and/or
rates for Cable Services, and
17.3. To require continuous and uninterrupted service to the public m accordance with
the terms and conditions of this Franchise throughout the entire term of this
Franchise; and
17.4 To control and regulate the use of the City's Public Rights-of--Way, public places
and other City-owned property and the spaces above and beneath them, and
17.5. To install and maintain, without charge, City equipment upon Company's poles
and in Company's conduit upon the condition that such equipment does not
actually and unreasonably interfere with Company's provision of Cable Services
Page 39
Cable Franchise Agreement with WideopenWest Texas, LLC
and is not used by the City to provided services m competition with Company;
and
17.6. Through representatives designated by the City, to inspect all construction,
Facility-installation or other work performed by Company in the City, and to
make any inspections that the City reasonably finds necessary to ensure
compliance with the terms of this Franchise and applicable laws, ordinances, rules
and regulations.
18. PROVISION OF INFORMATION.
18.1 Filings.
Company shall provide copies of all documents which Company files with or
sends to the FCC and, upon the City's request, copies of records that Company is required
to mamtam under FCC regulations (currently 47 C.F.R. § 76)
18.2. Lawsuits.
Company shall provide the City with copies of all pleadings in all lawsuits to
which Company is a party and that pertain to the granting of this Franchise and/or the
operation of the Cable Television System within thirty (30) days of Company's receipt of
same.
18.3. Books and Records..
From time to time, during normal business hours and on anon-disruptive basis,
the City may review all portions of Company's books and records that are reasonably
necessary to monitor compliance by Company with the terms and conditions of this
Franchise. Such records shall include, but shall not be limited to, records that Company
is required to mamtam under FCC and financial information underlying reports provided
to the City in accordance with this Franchise. However, Company shall not be required
to release (i) personally identifiable subscriber information if prohibited by applicable
law (such as § 631 of the Cable Act, codified at 47 U S C § 551) or (ii) Company's
income tax returns or information directly underlying the preparation of any such returns.
To the extent permitted by law, the City shall treat any information released to it by
Company on a confidential basis if requested by Company and upon execution of a City-
signed written agreement or letter to that effect.
19 COMPANY AS INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company shall operate as an independent
contractor as to all rights and privileges granted by this Franchise, and not as an agent,
representative or employee of the City Company shall have the exclusive right to control the
Page 40
Cable Franchise Agreement with WideOpenWest Texas, LLC
details of its Cable Business and operation, m accordance with the terms and conditions of this
Franchise, and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors and subcontractors. Company acknowledges that the doctrine of respondeat
superzor shall not apply as between the City and Company, its officers, agents, employees,
contractors and subcontractors. Company further agrees that nothing herein shall be construed as
the creation of a partnership or~oint enterprise between the City and Company
20. NOTICES.
Notices required pursuant to the provisions of this Franclise shall be conclusively
determined to have been delivered when (i) hand-delivered to the other party, its agents, employees,
servants or representatives, or (ii) received by the other party by United States Mail, postage
prepaid, return receipt requested, addressed as follows.
To THE CITY•
City of Fort Worth
Cable Communications Office
Attn. Director
401 W Second St.
Fort Worth, TX 76102
To COMPANY•
WideOpenWest
Attn. General Manager
1431 Greenway Drive, Suite 800
Irving, TX 75038
with a copy to:
City of Fort Worth
Department of Law
Attn. Attorney for Telecommunications
1000 Throckmorton
Fort Worth, TX 76102
21. NON-DISCRIMINATION COVENANT.
Company shall not discriminate against any person on the basis of race, color, national
origin, religion, handicap, sex, sexual orientation or familial status m the provision of Cable
Services, m the receipt of benefits from Company's Cable Busmess, m any opportunities for
employment with Company that Company may offer or m the construction or installation of
Company's Cable Television System or other Facilities.
22. NO WAIVER
The failure of the City to insist upon the performance of any term or provision of this
Franchise or to exercise any rights that the City may have, either under this Franchise or the law,
Page 41
Cable Franchise Agreement with WideopenWest Texas, LLC
shall not constitute a waiver of the City's nght to insist upon appropriate performance or to assert
any such nght on any future occasion.
23. GOVERNING LAW AND VENUE.
This Franchise shall be construed pursuant to and in accordance with the laws of the United
States of Amenca and the State of Texas. If any action, whether real or asserted, at law or m equity,
anse out of the terms of this Franchise, Company's provision of Cable Services or Company's use of
the Public Rights-of--Way, venue for such action shall lie exclusively m state courts located in
Tarrant County, Texas or the United States Distract Court for the Northern Distract of Texas, Fort
Worth Division.
24. CONFERENCES.
At the request of either the City or Company, the City and Company shall meet at
reasonable times and upon reasonable notice to discuss any aspect of this Franchise, Company's
provision of Cable Services, Company's Systems or Cable Business or Company's use of Public
Rights-of--Way
25. SEVERABILITY
If any provision of this Franclise is held to be invalid, illegal or unenforceable by a final
order entered by a court of competent ~unsdiction, the validity, legality and enforceability of the
remaining provisions shall not m any way be affected or impaired. For purposes of this Franchise, a
court order shall be final only to the extent that all available legal nghts and remedies pertaining to
such order, including, without limitation all available appeals, have been exhausted. In such an
event, the City and Company agree that they shall amend or have amended this Franchise to comply
with such final order entered by a court of competent ~unsdiction.
26. FORCE MAJEURE.
In the event Company's performance of any of the terms, conditions or obligations required
by this Franchise is prevented by a cause or event that is not within Company's reasonable control,
Company's non-performance shall be deemed excused for the penod of such inability Causes or
events that are not within the Company's control shall include, but not be limited to, acts of God,
strikes, sabotage, pots or civil disturbances, failure or loss of utilities, explosions and natural
disasters.
Page 42
Cable Franchise Agreement with WideOpenWest Texas, LLC
27. HEADINGS NOT CONTROLLING.
Headings and titles, other than those captions m Section 1, that are used m this Franchise are
for reference purposes only and shall not be deemed a part of this Franchise.
28. ENTIRETY OF AGREEMENT.
This Franchise, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Company as to the matters contained herein. Any pnor or contemporaneous oral or wntten
agreement is hereby declared null and void to the extent in conflict with the terms and conditions of
this Agreement. This Franchise shall not be amended unless agreed to m wntmg by both parties
and approved by the City Council of the City
29. GUARANTEE OF PERFORMANCE.
Company hereby acknowledges that rt carefully has read the terms and conditions of this
Franchise and accepts and agrees to perform the duties and obligations set forth m this Franchise.
WideOpenWest Texas, Inc. and WideOpenWest Holdings, LLC hereby jointly and severally
guarantee unconditional performance of Company's duties and obligations under this Franchise.
WIDEOPENWEST TEXAS, LLC
Title. ~jQ.V tc.~ pQE51 Dd,~T'~ ~~C
WIDEOPENWEST TEXAS, INC.
By. ~~~
Title <<j'~,, J tG~ ~R.~S I D~ ~ ~~L~k~~
WIDEOPENWEST HOLDINGS, LLC
By• ~%~~~
Name. /y1lt'/L/[ ~/~v~e2/~~
Title. G£c~
Page 43
Cable Franchise Agreement with WideOpenWest Texas, LLC
Exhibit "A" to Franchise Agreement
CONSTRUCTION SCHEDULE
1. Phases and Service Areas.
1.1. Initially.
Company shall build its Cable Television System m five (5) phases as shown m
the maps at the end of this Exhibit "A" (each a "Construction Phase") Each
Construction Phase covers a particular section of the Crty and each such section of the
Crty is included in Company's Service Area. Certain commercial, mdustnal and tightly
populated sections of the Crty that do not receive cable service from Charter
Communications as of the date of adoption of the Franchise Ordinance are not included
m Company's Service Area. These sections of the City will be identified by census tract
m wasting before the Franchise Ordinance takes effect. Company shall provide Cable
Service to these areas of the Crty m accordance with Sections 2.2 and 7 17 of the
Franchise. Any census tract within the corporate hmrts of the City that is not identified
by census tract in wasting before the Franchise Ordinance takes effect shall automatically
be deemed to be covered m the five (5) Construction Phases shown in the maps at the end
of this Exhibit "A" and located wrthm Company's Service Area for all purposes.
1.2. Extensions of System.
Company shall extend its System to any particular square mile of land wrthm the
Crty that is not covered m the five (5) Construction Phases shown in the maps at the end
of this Exhibit "A" wrthm six (6) months after fifty (50) residential units, whether smgle-
family or multi-family, are built wrthm that square mile of land, regardless of whether
that square mile of land was located wrthm the City's corporate hmrts on the effective
date of the Franchise Ordinance or annexed subsequently, and any such section of the
City shall be deemed a part of Company's Service Area for all purposes.
2. Schedule.
Company shall complete each Construction Phase of the System by the dates indicated on
the table below (the "Build-out Schedule")
Phase Number Estimated Miles of Plant Deadline for Completion of Construction
1 400 miles November 30, 2001
2 700 miles December 31, 2002
3 300 miles June 30, 2003
4 300 miles December 31, 2003
5 450 miles September 30, 2004
Page 1
Exhibit "A"
Cable Franchise Agreement with WideOpenWest Texas, LLC
3. Desi n.
3.1. Initial Approval by City.
Prior to commencement of System construction m any g>,ven Construction Phase,
Company shall submit abuild-out plan for the respective area of the City covered by such
Construction Phase The plan shall include construction drawings and a map of the area
that shows the location of any headend, all subnngs, hubs and routing centers and the
proposed distribution of all fiber rings, nodes, distribution lines, including termination
points, of the System. The Crty shall have thirty (30) calendar days to review the build-
out plan for any given Construction Phase in order to assess (i) potential inconvenience to
the public and users of the Public Rights-of--Way and (ii) anticipated costs to the City, if
any, of the I-NET If the City has reasonable objections to any aspect of the build-out
plan, the City and Company shall negotiate m good faith a solution to the City's
objections, in which case Company shall complete the solution agreed upon within a
reasonable amount of time. If Company's build-out of a particular Construction Phase is
delayed by more than thirty (30) calendar days as a result of this procedure, the Build-out
Schedule shall be adjusted by the number of days beyond such thirty (30) calendar days
that Company was required to use m order to complete the agreed upon solution to the
City's objections.
3.2. Completion of Construction Phases.
Company shall comply with all requirements of the City's Transportation/Pubhc
Works Department with regard to inspection of Company's System during the
Construction Phases. Once Company completes a particular Construction Phase of
construction and fulfills all I-NET requirements for I-NET Sites and TCDs located m that
Construction Phase area, Company shall submit a certification of completion to the Crty
Manager as soon as practicable The City shall not issue Company any permits for
construction of its System m an section of the Crty located m another Construction Phase
area until the Crty has approved m writing Company's certification of completion for the
then-current Construction Phase, which approval shall be provided to Company within
thirty (30) calendar days unless the Crty has reasonable objections, m which case the City
and Company shall negotiate m good faith a solution to the City's objections, m which
case (i) Company shall complete the solution agreed upon and resubmit a certification of
completion in accordance with the procedure previously described and (ii) the
construction deadlines set forth m the table above shall be adjusted to take into account
the amount of time beyond thirty (30) calendar days that lapsed as a result of Company's
having to complete the solution to the City's objections with Company's original
certification of completion.
Page 2
Exhibit "A"
Cable Franchise Agreement with WideOpenWest Texas, LLC
3.3. As-Built Drawings:
Within ninety (90) calendar days following completion of construction m a
particular Construction Phase area, Company, at Company sole cost and expense, shall
supply the Director of the Crty's Transportation/Pubhc Works Department or authorized
representative with. as-built drawings, plans and maps of any Facilities placed m, on,
under or above any Public Right-of--Way Following completion of the System,
Company shall supply the Director of the City's Transportation/Pubhc Works
Department or authorized representative on at least an annual basis with as-built
drawings, plans and maps of any Facilities placed m, on, under or above any Public
Right-of--Way during the previous year Company shall supply the textual documentation
of such as-built drawings, plans and maps m computer format as requested by the City
and shall otherwise fully cooperate with the City m ensuring that Company's Facilities
are accurately reflected in the City's mapping system.
4. Liquidated Damages for Non-Completion.
Company acknowledges and agrees that its failure to comply strictly with the Build-out
Schedule will (i) delay the benefits of competition m the provision of Cable Service in the City;
(ii) result m substantial inconvenience to users of the Public Rights-of--Way; (iii) require
unplanned additional administrative oversight and involvement by the City; and (iv) otherwise
harm potential subscribers and the City, and Company agrees that the amounts of actual damages
therefrom will be difficult or impossible to ascertain. Therefore, if Company fails to complete
any given Construction Phase of the System by the deadlines established by the Build-out
Schedule, Company shall pay the City, as liquidated damages, the sum of five hundred dollars
($500 00) per day from the day following the respective deadline to and including the day that
the City approves in writing Company's certification of completion for the respective
Construction Phase. Company acknowledges and agrees that the liquidated damages set forth
below are a reasonable approximation of actual damages and that this Section 4 is intended to
provide compensation for damages and is not a penalty The City shall assess such liquidated
damages m accordance with the procedure set forth m Section 9 7 of the Franchise Agreement
and Company shall pay such liquidated damages in accordance wzth Section 9 8 of the Franchise
Agreement.
Page 3
Exhibit "A"
Cable Franchise Agreement with WideOpenWest Texas, LLC
Maps Depicting Company's Service Area
The seven (7) maps that follow indicate Company's Service Area wrthm the City Cross-
hatches on each map indicate areas wrthm the corporate hmrts of the Crty as of the date of
adoption of the Franchise Ordinance that are not included m Company's Service Area.
Page 4
Exhibit "A"
Cable Franchise Agreement with WideOpenWest Texas, LLC
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Exhibit "B" to Franchise Agreement
INSTITUTIONAL NETWORK
1 City Facilities, Buildings and Traffic Control Devices Included in I-NET
1.1. Initial I-NET Sites and TCDs Served by I-NET.
In accordance with the Franchise Agreement and this Exhibit B, Company, at no
cost to the City, I-NET Users or subscribers, shall provide and construct, operate and
maintain an I-NET to serve 129 Crty facilities and/or buildings ("I-NET Sites")
identified in Table 1 of this Exhibit "B" and all traffic control devices ("TCDs")
identified to Company by the Crty-dunng each Construction Phase of the System. With
regard to the 129 I-NET Sites, Company shall pay the actual cost of installation of the
frst five hundred (500) feet of fiber optic fiber installation from Company's fiber optic
Facilities to any respective I-NET Site. The Crty shall pay only for the installation of
fiber optic fiber over five hundred (500) feet from Company's fiber optic Facilities to any
I-NET Srte based on a wntten final cost estimate provided to the City by Company With
regard to all TCDs, Company shall pay the actual cost of installation of the first one
hundred fifty (150) feet of fiber optic fiber installation from Company's fiber optic
Facilities to any respective TCD In addition, Company shall pay all other costs and
expenses associated with the provision, operation and maintenance of the overall I-NET
1.2. Additions and Changes to I-NET Sites and TCDs Served by I-NET.
The Crty may from time to time identify or designate buildings and facilities other
than the 129 locations identified on Table 1 of this Exhibit "B" as I-NET Sites with the
understanding that any additional I-NET Sites beyond 129 locations to be served by the I-
NET shall be added to the I-NET m accordance with Section 5 4 of the Franchise
Agreement. Following completion of a Construction Phase, Company shall, at the City's
request, add any given TCD located m the respective Construction Phase area to the I-
NET maccordance with Section 5 4 of the Franchise Agreement. Following completion
of the System, Company shall, at the City's request, add any given TCD located m
Company's Service Area to the I-NET m accordance with Section 5 4 of the Franchise
Agreement.
2. Signal Input Points.
2.1. Signal Input Point Locations.
Company shall pay all costs and expenses associated with the connection of the I-
NET from Company's head end to two (2) locations designated by the City (each a
"Signal Input Point Location") The two Signal Input Point Locations designated by
Page 1
Exhibit "B"
Cable Franchise Agreement with WideOpenWest Texas, LLC
the City as of the effective date of this Franchise Agreement are (i) the City's Municipal
Building, located at 1000 Throckmorton and (ii) the City's Cable Communications
Office, located at 401 W Second St. However, the City may at any time designate new
Signal Input Point Locations to Company, m which case Company shall, at no cost to the
Crty, I-NET Users or subscribers, promptly relocate Signal Input Points to such new
Signal Input Point Locations.
2.2. Remote Signal Input Points.
Company shall, at no cost to the City, I-NET Users or subscribers, provide two
(2) remote Signal Input Points which are for the transmission by Company of a real time
video signal to, at an I-NET User's sole option, (i) Company's head end at a location
wrthm the City for simultaneous distribution on the System m the City or (ii) a Signal
Input Point Location (for example, m order to allow an I-NET User's studio for tape-
delayed or immediate distribution on a PEG Channel)
2.3. Signal Input Point Specifications.
Unless otherwise specified by the City m writing, each Signal Input Point and
remote Signal Input Point shall accept baseband composite video and, in the case of
delivery of signals from a Remote Signal Input Point to the City's Municipal Building or
Cable Commumcahons Office, deliver video signals m analog (6 MHz NTSC RF') format
or m a video format (such as digital or HDTV) used from time to time by the I-NET User
in question. Company, at Company's sole cost and expense, shall supply and maintain
all fines, modulators, demodulators, encoders-decoders (CODECs), electric to optical
converters, optical to electric converters and similar devices.
3. I-NET Design.
3.1. Design Specifications.
For each I-NET Site and TCD, Company shall purchase and have installed wrthm
the fiber optic cable packet or m a separate fiber optic cable packet a minimum of six (6)
dark optical fibers [i.e. three (3) pair] interconnecting each of the I-NET Sites and TCDs
m a star, ring, star/ring hybrid or point-to-point network architecture, as requested and
approved m advance by the Crty m writing. I-NET Sites and TCDs will be connected to
Company's hub site and an umbilical fiber cable that will be connected to Company's
central hub site serving the City
3.2. Additional Fiber Pair.
Without limiting any of the City's rights to obtain Incremental I-NET Fiber
pursuant to Section 5 4 of the Franchise, for any I-NET Site or TCD that the City wishes
the I-NET to support, the City may, at its option, require that Company purchase and
provide an additional two (2) dark optical fibers [i.e one (1) pair] (the "Additional
Page 2
Exhibit "B"
Cable Franchise with WideOpenWest Texas, LLC
Fiber") for a total of eight (8) dark optical fibers [i.e. four (4) pair] connecting such I-
NET Site or TCD to Company's hub site; provided, however, that (i) the City shall pay
Company's actual cost for the purchase of the Additional Fiber up to five cents ($0 OS)
per fiber per foot and (ii) that Additional Fiber is available on the market at the time of
such request. Company shall pay all other costs associated with the provision of the
Additional Fiber and its connection as part of the 1-NET
3.3 Approval of Design.
Company shall submit the architecture and design for the I-NET wrthm one
hundred twenty (120) calendar days following the adoption of the Franchise Ordinance.
Within thirty (30) calendar days following receipt of the architecture and design for the I-
NET, the City shall respond to Company with approval or a reasonable request for re-
design. If the City approves the design, the City shall advise Company of the portions of
the I-NET that the Company shall construct, activate and connect. If the City requests a
re-design, the City shall provide a written reason for the request and Company shall
accordingly revise and resubmit the architecture and design wrthm thirty (30) calendar
days following receipt of the City's request. This procedure shall be repeated until
agreement as to the architecture and design of the I-NET is reached. Company agrees
that the City shall not issue any permits to Company or a contractor or subcontractor of
Company .for any construction to the System until agreement as to the architecture and
design of the I-NET has been reached. Company shall at all times provide technical
design assistance to the City until the 1-NET has been completed.
3.4. Demarcation Points and Termination Hard
Company shall purchase and install termination hardware at each I-NET Site and
TCD, including standard connectors designated by the City and appropriately labeled.
Company shall terminate the fibers on the termination hardware. Specifically, Company
shall install the I-NET at demarcation points for each I-NET Srte and TCD with a rack or
equivalent device purchased by Company and acceptable to the City installed to mount
fiber optic connectors and patch panels provided and paid for by Company For I-NET
Sites, the demarcation point or drop shall be situated at the I-NET Srte m accordance with
the City's specifications. For TCDs, unless otherwise directed by the Crty, the
demarcation point or drop shall be in a signal, camera or other type of field control
cabinet designated by the Crty and m a manner acceptable to the City
4 Operational Standards.
4.1 In General.
The I-NET shall support data, voice and video communications and shall operate
at or above FCC standards at all times. The desired signal level variation shall be less
than +/- 4 dBmv At the request of and at no cost to the Crty, Company shall provide and
Page 3
Exhibit "B"
Cable Franchise with WideopenWest Texas, LLC
install signal-monitoring equipment to improve the automatic gam control m the
outbound and inbound directions.
4.2. TCDs.
The TCDs shall be smgle.mode and/or.multi-mode cable, to be determined by the
Crty, m the City's sole discretion, -during the I-NET'S design and engineering phases.
The TCDs shall operate with built-m redundancy and full duplex two-way
communications as part of a wide area network comprising the City's Traffic
Management System ("TMS") Company shall ensure (i) that the TMS is capable of
communicating with any TCD.at a speed of at least once per second and (ii) that the City
can view CCTV cameras attached to .any TCD simultaneously Nominal attenuation shall
be 0 4 db/km at a wavelength of 1310 rim and attenuation .shall be 0.3 db/km at a
wavelength of 1550 rim. Company may extend its fiber to a TCD using traffic signal
conduit where available and if acceptable to the Crty
5. Acceptance Test Plans.
Prior to the commencement of any construction on the System, Company and the City
shall develop a written plan that outlines specific operational standards or guidelines that the City
will require prior to acceptance by the Crty of the I-NET constructed m each Construction Phase.
6. I-NET Maintenance.
Company, at Company's sole cost and expense, shall provide I-NET Users with a reliable
level of service, repair and maintenance that, at a minimum, meets the following performance
standards
• Company shall maintain a minimum of 99 5 percent service availability to I-NET Users
measured over a period of twelve (12) months.
• Company and the Crty shall develop a mutually agreeable priority hshng of critical
circuits and their terminal locations. When notifying Company of service complaints, an
I-NET User shall identify critical circuits requiring priority repair Company shall
respond to repair requests from I-NET Users for circuits identified as critical wrthm two
(2) hours of the request. Company shall respond to other repair requests within four (4)
hours of the request.
• Company shall provide ongoing maintenance of the I-NET at its discretion and as rt
deems necessary Except m emergency situations, Company shall provide at least one (1)
week's advance notice to any affected I-NET User of any maintenance requiring
temporary interruption of services.
• Company shall provide stand-by power capable of two (2) hours of operation in the event
of a power outage.
Page 4
Exhibit "B"
Cable Franchise with WideOpenWest Texas, LLC
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~'ity of wort Worth, Texas
~-~n~vr And C,aunc;! C,a~tenun~cAt~ian
DATE REFERENCE NUMBER LOG NAME PAGE
8/15!00 L-12869 02W1DEOPEN 1 of 1
suB~EC-r ORDINANCE GRANTING A FRANCHISE TO WIDEOPENWEST TEXAS, LLC FOR
USE OF PUBLIC RIGHTS-OF-WAY FOR THE PURPOSE OF CONSTRUCTING,
MAINTAINING AND OPERATING A CABLE TELEVISION SYSTEM AND RELATED
FRANCHISE AGREEMENT
RECOMMENDATION
It is recommended that the City Council adopt the attached ordinance granting a franchise to
WideOpenWest Texas, LLC for the use of the public rights-of-way for the purpose of constructing,
maintaining and operating a cable television system in the City of Fort Worth
DISCUSSION
On January 24, 2000, WideOpenWest Texas, LLC (WideOpenWest) filed an application with the City
for a cable franchise to provide cable service in the City
The City began negotiations with WideOpenWest in February 2000 The proposed franchise requires
WideOpenWest to expand its facilities in a systematic fashion so that it will be able to serve a majority
of the City by the completion of construction in the year 2004 The franchise requires that
WideOpenWest provide service in all sectors of the City in which there are 50 residences in any given
square mile. The franchise will be for a term of 15 years
WideOpenWest will pay the City a quarterly franchise fee equal to 5% of its gross revenue derived from
the portion of its cable system located in the City WideOpenWest will also construct an institutional
network for the City, which will enable the City to expand its communications system to 129 various
locations including police storefronts, fire stations, branch libraries and other facilities as well as to aft
traffic signals within 150 linear feet of WideOpenWest's facilities WideOpenWest wilt have materially
the same customer service requirements as other cable franchise holders and will be subject to the
assessment by the City of liquidated damages, calculated in the same manner, for violations of those
customer service requirements.
FISCAL INFORMATIONICERTIFICATION
The City Manager's Office will be responsible for the collection of the franchise fee
RG k
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
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Ramon Guajardo 6140 ~~ ! i G®UIV~,S~~
Originating Department Head: ~+ l.l~a 1~.I.~73~
AUG 15 2000
Pat Svacina 6415 (from)
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Additional Information Contact: ~v
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Pat Svacina 6415
Adopted Or~a~ir~c~ biz. l y ~d 0