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HomeMy WebLinkAboutAGMT - Comcast Cablevision Franchise AgreementAN AGREEMENT BETWEEN THE CITY OF SEAL BEACH AND COMCAST CABLEVISION, RENEWING A NONEXCLUSIVE FRANCHISE TO OPERATE A CABLE SYSTEM IN THE CITY OF SEAL BEACH AND SETTING FORTH TERMS AND CONDITIONS RELATING TO THE RENEWAL OF THE FRANCHISE. -1 • TABLE OF CONTENTS SECTION 1 RENEWAL OF FRANCHISE 2 SECTION 2 GENERAL REQUIREMENTS 5 SECTION 3 SERVICE AREA AND LINE EXTENSION POLICY . . 16 SECTION 4 SYSTEM REBUILD 17 SECTION 5 SERVICES AND PROGRAMMING 23 SECTION 6 SUPPORT FOR LOCAL CABLE ACCESS 24 SECTION 7 REGULATION 26 EXHIBITS A OWNERSHIP B GRANTEE COMMITMENT TO PEG ACCESS FACILITIES AND EQUIPMENT • AGREEMENT THIS FRANCHISE AGREEMENT ( "Agreement ") is entered into this tenth day of November. 1997, at Seal Beach, California, by the City of Seal Beach, a municipal corporation of the State of California ( "Grantor "), and Comcast Cablevision, a Delaware corporation ( "Grantee "). WITNESSETH WHEREAS, the City of Seal Beach, pursuant to Federal and California law and Ordinance No. 1418, is authorized to grant and renew one or more non - exclusive Franchises to operate, construct, maintain and reconstruct a Cable System within the City; and WHEREAS, the City, after due evaluation of Comcast Cablevision and after public hearings, has determined that it is in the best interests of the City and its residents to renew its Franchise with Comcast Cablevision. NOW, THEREFORE, the City of Seal Beach hereby grants to Comcast Cablevision a renewal of its Cable System Franchise in accordance with the provisions of Ordinance No. 1418 and this Agreement. 1 • • SECTION 1 RENEWAL OF FRANCHISE 1.1 Grant The Cable Franchise currently held by Comcast Cablevision, a corporation whose current ownership is indicated in Exhibit "A," is hereby renewed, subject to the terms and conditions of this Agreement. The renewal extends the Franchise, authority, right and privilege, to construct, reconstruct, operate and maintain a Cable System within the Streets and Public Ways in the City of Seal Beach as it is now or may in the future be constituted, and also provides the authority to offer to subscribers any Cable Service or other services that legally may be offered, utilizing the facilities of Grantee's Cable System. 1.2 Right of Grantor to Issue and Renew Franchise Grantee acknowledges and accepts the present right of Grantor to issue and /or renew a Franchise and Grantee agrees it shall not now or at any time hereafter challenge any lawful exercise of this right in any local, State or Federal court. This is not, however, a waiver of any constitutional or legal right or privilege on the part of the Grantee. 2 • • 1.3 Effective Date of Renewal The renewal shall be effective on the effective date of Ordinance No. 1418. The renewal is contingent upon the filing by Grantee with the City Clerk, of the executed Franchise Agreement and the required security fund and insurance certificates, except that if the filing of the security fund or any such insurance certificate does not occur within sixty (60) days after the effective date of the Resolution approving this renewal and any extension of time hereunder, the Grantor may declare this renewal null and void. 1.4 Duration The term of the renewal shall be ten (10) years from the effective date hereof, after which time it shall expire and be of no force and effect unless renewed. Renewal shall be in accordance with applicable law. 3 • 1 1.5 Conflict with Cable Ordinance (a) Grantee shall comply in all material respects with the provisions of the City of Seal Beach Cable System Regulatory Ordinance, Ordinance No. 1418, except as such provisions may be waived or modified herein. In event of any material conflict between the terms and conditions of this Franchise Agreement and any amendments to the provisions of Ordinance No. 1418, this Agreement shall prevail as to Grantee's rights and obligations. Grantee expressly reserves the right to challenge the retroactive enforcement of the last sentence of Section 23A- 17.11. of Ordinance No. 1418. (b) Should Ordinance No. 1418 be amended, revised, superseded or otherwise changed after the effective date hereof in such way as would materially affect the terms and conditions of this Agreement, said amendment, revision or change shall not apply to this Agreement without Grantee's approval. 1.6 Definitions The definitions contained in Ordinance No. 1418 are incorporated herein as if fully set forth. 4 • • SECTION 2 GENERAL REQUIREMENTS 2.1 Governing Requirements Grantee shall comply in all material respects with all lawful requirements of this Agreement, the applicable provisions of Ordinance No. 1418 and applicable State and Federal law. 2.2 Franchise Fee The Grantee shall pay to the Grantor an annual Franchise Fee of five percent (5%) of Gross Annual Cable Service Receipts received by the Grantee from all operations of the Cable System in the City of Seal Beach, provided, that if Federal or State law permits the Grantee to provide non -video telecommunications services to subscribers (such as data or telephone communications) through the facilities of the Cable System, and, further, the Grantor has the regulatory authority to collect either a Franchise Fee or an in- lieu -of- franchise -fee payment on such services, then the fee for gross annual telecommunications services receipts derived by the Grantee from such services shall be at the maximum rate permitted by law, not to exceed five percent (5 %). Fees shall be payable quarterly, by no later than sixty (60) days after the end of the quarter for which payment is due. Grantor and Grantee mutually agree that, for the purpose of this Agreement, Grantee's residential high speed 5 • • cable modem service shall be considered a Cable Service and the revenues received therefrom shall be included in the calculation of Gross Annual Cable Service Receipts and subject to the Franchise Fee; provided, however, in the event Congress, the FCC (or other government agency), or a court of competent jurisdiction disagrees with the characterization of cable modem services as a Cable Service, Comcast reserves the right to characterize its cable modem service in a manner consistent with such decision. 2.3 Payment to Grantor No acceptance of any payment shall be construed as an accord that the amount is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim the Grantor may have for further or additional sums payable under the provision of this Agreement. All amounts shall be subject to audit, as authorized by Section 23A- 7.1.(b) of Ordinance No. 1418. Audits shall be limited to no more than one (1) for any three (3) year Franchise period. 6 • • 2.4 Insurance (a) Upon the effective date of renewal the Grantee shall, at its sole expense, take out, and maintain during the life of this Agreement and furnish to the Grantor, a policy of insurance as required by the State of California for Workers' Compensation, and a policy of liability insurance that shall conform to the provisions of Section 23A -10.2. of Ordinance No. 1418. The amounts of insurance shall not be less than the following: Single Limit Coverage applying to Bodily and Personal Injury and Property Damage: One Million Dollars ($1,000,000) The following endorsements shall be attached to the liability policy: (1) The policy shall cover on an "occurrence" basis. (2) The policy shall cover Personal Injury as well as Bodily Injury. (3) The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier's standard endorsement as to bodily injuries, personal injuries and property damage. (4) Broad Form property damage liability shall be afforded. 7 • • (5) The Grantor shall be named additional insured on the policy. (6) An endorsement shall be provided which states that the coverage is primary insurance and that no other insurance effected by the Grantor will be called upon to contribute to a loss under this coverage. (7) Standard form of cross - liability shall be afforded. (8) An endorsement stating that the policy shall not be cancelled without thirty (30) days notice of such cancellation given to the Grantor. (b) Grantor reserves the right to adjust the limit coverage requirements no more often than every three (3) years. Any such adjustment by the Grantor will be no greater than the increase in the Los Angeles County /Orange County Metropolitan Area Consumer Price Index (all consumers) for such three (3) year period. (c) Grantee shall submit to Grantor documentation of the required insurance including a certificate of insurance signed by the insurance agent and companies named, as well as all properly executed endorsements. (d) Any deductible or self- insured retentions must be declared to and approved by Grantor, which approval shall not be unreasonably withheld. At the option of Grantor, insurer shall reduce or eliminate such deductible 8 • or self- insured retention as respects Grantor, its officers and employees or Grantee shall procure a bond guaranteeing payment of losses and related investigation, claims, administration and defense expenses. (e) Grantee hereby indemnifies Grantor for any damage resulting to it from failure of either Grantee or any subcontractor to take out and maintain such insurance. 2.5 Indemnification (a) Grantee shall indemnify, hold harmless, release and defend Grantor, its officers, employees and agents from and against any and all actions, claims, demands, damages, disability, losses, expenses including attorney's fees and other defense costs or liabilities of any nature that may be asserted by any person or entity including Grantee from any cause whatsoever arising from the activities of Grantee, its subcontractors, employees and agents hereunder. Grantee shall be solely responsible and save Grantor harmless from all matters relative to payment of Grantee's employees including compliance with Social Security, withholding, etc. (b) This indemnification obligation is not limited in any way by a limitation on the amount or type of damages or compensation payable by or for Grantee under Workers' Compensation, disability or other employee benefit acts, acceptance of insurance certificates required under 9 • • this Agreement, or the terms, applicability or limitations of any insurance held by Grantee. (c) Grantor does not, and shall not, waive any rights against Grantee which it may have by reason of this indemnification, because of the acceptance by Grantor, or the deposit with Grantor by Grantee, of any of the insurance policies described in this Section. (d) This indemnification by Grantee shall apply to all damages and claims for damages of any kind suffered by reason of any of the aforesaid operations referred to in this Section, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. (e) Grantee shall not be required to indemnify Grantor for negligence or misconduct on the part of Grantor or its officials, boards, commissions, agents, or employees (hereinafter "such acts "). Grantor shall hold Grantee harmless from any damage resulting from any such acts of the Grantor or its officials, boards, commissions, agents or employees in utilizing any government or educational access channels, equipment, or facilities and for any such acts committed by Grantor in connection with work performed by Grantor and permitted by this Agreement, on or adjacent to the Cable System. 10 • • 2.6 Security Fund (a) In accordance with Section 23A -7.2. of Ordinance No. 1418, within sixty (60) days of the Resolution adopting this Agreement, Grantee shall establish and provide to Grantor a security fund, as security for the faithful performance by Grantee of all material provision of this Agreement. The security fund shall consist of two (2) parts. The first part shall be a bond, which may be a corporate guarantee, and which shall be in the amount of Two Hundred Fifty Thousand Dollars ($250,000), and in a form acceptable to the Grantor's City Attorney. The second part shall be in the amount of at least Twenty -Five Thousand Dollars ($25,000) and shall be in the form of an irrevocable letter of credit, with the wording acceptable to Grantor's City Attorney. (b) The bond shall be maintained at the Two Hundred Fifty Thousand Dollar ($250,000) level until the system rebuild provided in Section 4.1 herein is complete, at which time the bond shall be released, provided there are then no outstanding material violations of this Agreement. The security fund shall be maintained at the Twenty -Five Thousand Dollar ($25,000) level throughout the term of this Agreement, provided that at intervals no more often than each three (3) years, Grantor shall have the right to require that this amount be increased to reflect changes in the Los Angeles County /Orange County Metropolitan Area Consumer Price Index during the prior three (3) year period. 11 • 1 (c) The security fund may be assessed by Grantor for those purposes specified in Section 23A- 7.2.(b) of Ordinance No. 1418, in accordance with the procedures of Section 23A -13.2. of said Ordinance, provided that Grantee has received written notice and thirty (30) days after receipt of notice to cure any material violations prior to any assessment. As long as the Grantor follows the procedures specified herein and in Ordinance No. 1418 for assessing and /or withdrawing funds from said security fund, Grantee shall not initiate litigation or non -City administrative action to prevent or impair Grantor from accessing those funds. Such forbearance shall not be deemed to be acquiescence or agreement on the part of the Grantee. Grantee's recourse, in the event Grantee believes any taking of security funds is improper, shall be through legal action after the security has been drawn upon. If the Grantor's action or taking is found to be improper by any court or agency of competent jurisdiction, Grantee shall be entitled to a refund of the funds plus interest and /or any other award which such court or agency shall make. (d) Nothing herein shall be deemed a waiver of the normal permit and bonding requirements made of all contractors working within the City's Public Rights -of -Way. 12 • • 2.7 Procedure for Remedying Franchise Violations (a) The procedure for remedying Franchise violations or breaches shall be consistent with the procedures of Ordinance No. 1418. Grantor, by action of the Grantor's City Manager, or a delegate, shall first notify Grantee of the violation in writing by personal delivery or registered or certified mail, and demand correction within a reasonable time, which shall not be less than ten (10) days in the case of the failure of the Grantee to pay any sum or other amount due the Grantor under this Agreement or Ordinance No. 1418, and thirty (30) days in all other cases. If Grantee fails to correct the violation within the time prescribed, or if Grantee fails to commence corrective action within the time prescribed and diligently remedy such violation thereafter, the Grantee shall then be given written notice of not less than twenty (20) days of a public hearing to be held before the Council. Said notice shall specify the violations alleged to have occurred. (b) At the public hearing, the Council shall hear and consider all relevant evidence, and thereafter render findings and its decision. (c) In the event the Council finds that Grantee has corrected the violations or has diligently commenced correction of such violation after notice thereof from Grantor and is diligently proceeding to fully remedy such violation, or that no material violation has occurred, the proceedings shall terminate and no penalty or other sanction 13 1 • shall be imposed. In determining whether a violation is material, Grantor shall take into consideration the reliability of the evidence of the violation, the nature of the violation and the damage (if any), caused to the Grantor thereby, whether the violation was chronic, and any justifying or mitigating circumstances and such other matters as the Grantor may deem appropriate. (d) In the event the Council finds that a material violation exists and that Grantee has not corrected the same in a satisfactory manner or has not diligently commenced correction of such violation, the Council may impose liquidated damages, assessable from the security fund, of up to Two Hundred Fifty Dollars ($250) per day or per incident, for unexcused violations, provided that all violations of a similar nature occurring at the same time shall be considered one (1) incident. If the Grantor elects to assess liquidated damages, pursuant to the provisions of this Franchise Agreement, then such election shall constitute Grantor's exclusive remedy for a period of sixty (60) days. Thereafter, if the Grantee remains in non - compliance with the requirements of the Franchise Agreement, the Grantor may pursue any available remedy. 14 • • 2.8 Reservation of Rights Grantor and Grantee reserve all rights that they may possess under the law unless expressly waived herein. By entering into this Agreement, neither Grantee nor Grantor waives any rights which it now or may later enjoy under applicable law, and specifically Grantor and Grantee reserve their rights to take full advantage of any changes in law during the term of the Franchise. 2.9 State or Federal Preemption In the event that the State or Federal Government discontinues preemption in any area of Cable System regulation over which it currently exercises jurisdiction in such manner as to expand rather than limit municipal regulatory authority, Grantor may, if it so elects, adopt rules and regulations in these areas, to the extent permitted in the then applicable law. If such preemption has a material impact upon the term of this Agreement, Grantor and Grantee agree to negotiate in good faith to attempt to restore the mutual considerations provided in this Agreement. 15 • • SECTION 3 SERVICE AREA AND LINE EXTENSION POLICY 3.1 Franchise and Service Area The Grantee's Franchise and service areas shall be the entire City of Seal Beach, including any and all territory as it is annexed thereto, during the term of this Agreement. The Grantee shall offer the full range of residential Cable Service to all residents of the City of Seal Beach, at standard installation charges; provided that Grantee shall not be required to offer service in any area already served by another franchised cable operator. 3.2 Commercial Areas For areas of the City that are primarily commercial, the Grantee shall install appropriate conduit at any time that open utility trenches are available and the Grantee has received at least ten (10) working days advance notice of the availability of the trenches. Residences in primarily ' commercial areas shall be provided with Cable Service upon request, on a time and materials basis. 16 • • SECTION 4 SYSTEM REBUILD 4.1 Rebuild Grantee will rebuild and upgrade, as appropriate, the existing cable - television system to a hybrid -fiber coaxial cable (HFC) network capable of two -way transport of a combination of digital and analog information. The bandwidth of the network will be seven - hundred -fifty megahertz (750 MHz), and it will be designed to carry seventy -eight (78) analog television channels and two - hundred megahertz (200 MHz) of digital information. The City of Seal Beach HFC network will be served by an optical transport node (OTB) which will be interconnected with Grantee's Orange County Network via a fiber -optic cable configured in a ring architecture. Both the HFC network and the OTN will have back -up power systems. The optical link serving the City of Seal Beach will use route diversity for greater reliability. The rebuild and upgrade will be completed by June 30, 1998, with City of Seal Beach residents throughout the City being offered channels and services equivalent to those provided other franchises fed by Grantee's network in Orange County. Grantee may activate portions of the rebuilt plant and offer upgraded services in phases, as Grantee may determine. Completion of construction shall be defined as the ability to provide services using active operating bandwidth up to seven - hundred -fifty megahertz (750 MHz) to 17 • • all residential subscribers within the City, activation of at least five - hundred -fifty megahertz (550 MHz) of bandwidth and satisfactory completion of any permit- specified requirements and the public - building connections provided in Section 4.2 below. 4.2 Interactive Connection to Public Buildings (a) As part of the Grantee's rebuild obligations, the Grantee shall provide interactive links between its fiber optic nodes and "Priority" public buildings, and interactive - capable links to all other public buildings, in accordance with the requirements of Exhibit "B," attached hereto. An interactive connection is defined as the capability to transmit and receive broadband video, data and voice communications between two (2) or more public buildings, contingent only upon the installation of appropriate terminal and interface equipment in the future, at the transmission and reception public building locations, and requiring only frequency translation and video processing equipment at the Cable.System headend. Transmission from any public building, whether video or data, shall be limited to Six Megahertz (6 MHz), unless otherwise agreed to by both Grantor and Grantee. An interactive - capable connection is defined as a one -way downstream connection which can be expanded to interactive status by activating the two -way capability between the node and the public building. The public agency users shall be responsible for the installation, operation and maintenance 18 • • of terminal and interface equipment within the public buildings. The Grantee shall install, operate and maintain all Cable System and network components outside the public buildings necessary to provide the activated path between the transmitting and receiving locations. (b) Grantor and Grantee agree that any use of the interactive links and the cable network by public agencies to generate revenue or to serve nonpublic entities shall occur only with the prior written consent of Grantee. 4.3 Future System Modifications (a) To assure that Grantee's Cable System continues to reflect the general Cable System industry state -of- the -art throughout the term of the Franchise, Grantor and Grantee agree to utilize Grantor's Cable Systems in the following Orange County communities as a basis for comparison. The comparison communities (also referred to as the "comparison group ") shall be: (1) Buena Park, CA (4) Placentia, CA (2) Fullerton, CA (5) Santa Ana, CA (3) Newport Beach, CA (b) Grantor and Grantee agree that subsequent to the completion of the rebuild required in Section 4.1 above, but no earlier than five (5) years after the effective date of this Agreement, when three (3) or more of the Cable Systems in the comparison group (also referred to as the "comparison sub- group ") offer programming services which 19 • • exceed the services provided on Grantee's System by eight (8) services or more, Grantor may require Grantee to provide additional programming services to meet or exceed the average provided by the comparison sub - group. Grantee shall complete any modification required to meet the comparison sub -group average within six (6) months of receipt of the Grantor request. (c) Grantor and Grantee further agree that subsequent to the completion of the rebuild required in Section 4.1 above, but no earlier than five (5) years after the effective date of this Agreement, when three (3) or more of the Cable Systems in the comparison group have activated upstream communications capacity and are offering interactive residential services, Grantor may require Grantee to activate the upstream capacity of Grantee's System. Grantee shall complete this activation within twelve (12) months of receipt of the Grantor request. 4.4 Emergency Alert Capability Upon completion of the System rebuild provided in Section 4.1 of this Agreement, or sooner if required by the Federal Communications Commission, Grantee shall provide Emergency Alert System capability in full compliance with applicable Federal Communications Commission requirements. 20 • • 4.5 Standby Power Upon completion of the System rebuild provided in Section 4.1 of this Agreement, Grantee shall provide standby power generating capacity at the Cable System control center and at all hubs capable of providing at least twelve (12) hours of emergency supply. Grantee shall maintain standby power system supplies throughout the major trunk cable networks capable of providing emergency power within the standard limits of commercially available power supply units. 4.6 Parental Control Lock Grantee shall provide, for sale or lease, to subscribers, upon request, a parental control locking device or digital code that permits inhibiting the video and audio portions of premium channels. 4.7 Status Monitoring Grantee shall provide an automatic status monitoring system or a functional equivalent when the Cable System has been activated for interactive service provided that such status monitoring is technically and economically feasible to Grantee's satisfaction. 21 • • 4.8 Technical Standards The Federal Communications Commission (FCC) Rules and Regulations, Part 76, Subpart K (Technical Standards), as amended from time to time, shall apply, to the extent permitted by applicable law. 4.9 Right of Inspection Grantor shall have the right to inspect all construction, reconstruction or installation work performed subject to the provisions of the Franchise and other pertinent provisions of law, and as part of Grantor's obligation to protect the public health, safety and welfare of its citizens. 22 • • SECTION 5 SERVICES AND PROGRAMMING 5.1 Services and Programing Grantee shall provide Grantor with a list of program services offered, which list shall be updated each time a change is made. Grantee shall not reduce the number of program services without thirty (30) days prior written notification to the Grantor and System subscribers. 5.2 Leased Channel Service Grantee shall offer leased channel service on reasonable terms and conditions and in accordance with applicable law. 23 • • SECTION 6 SUPPORT FOR LOCAL CABLE ACCESS 6.1 PEG Access Operating Costs Based on the provisions of the Cable Communications Policy Act of 1984 and future applicable law, Grantor shall determine from time to time the funding level Grantor desires to make available for public, educational and governmental (PEG) access costs, and the most appropriate entity or entities to manage PEG access. 6.2 Grantee Support for PEG Access Grantee shall provide the following or equivalent support for PEG access within the Franchise Area: (a) Provision and use of the grant funds and channels designated in Exhibit "B" of this Agreement for local PEG programming and access use at no charge in accordance with the requirements of Exhibit "B." (b) Maintenance of Grantee's PEG access facilities and channels, and support of PEG programming to the extent specified in Exhibit "B" of this Agreement. (c) Provision of free public building installation and basic service to the public buildings listed in Exhibit "B," and provision of interactive capability to and from the Priority locations specified in Exhibit "B." 24 • • 6.3 Compliance with Federal Law In accepting this Franchise, the Grantee agrees that the commitments indicated in Section 6.2 above are voluntarily entered into and will not be charged against any Franchise Fees due the Grantor during the term of the Franchise. The Grantee also agrees to meet all of the commitments of Section 6.2 above, through the term of the Franchise. The Grantor agrees that it will not oppose the pass- through of PEG access funding by Grantee during the term of the franchise. 25 • • SECTION 7 REGULATION 7.1 Franchise Regulation The Franchise renewed under this Agreement shall be subject to regulation by Grantor in accordance with all of the lawful and applicable provisions of Ordinance No. 1418. 7.2 Force Majeure The force majeure provisions of Section 23A -14. of Ordinance No. 1418 shall apply. 7.3 Rate Regulation If Grantor is permitted under Federal and /or State law, to regulate the rates charged by Grantee, and if Grantor elects to so regulate, Grantor shall establish reasonable procedures consistent with due process and applicable laws and regulations and follow those procedures before so regulating. 7.4 Service Standards A verified and continuing pattern of noncompliance with the service standards contained in Ordinance No. 1418, this Agreement or standards established by any regulatory body having the authority to formulate service standards for Cable Systems, shall constitute a material breach of this Agreement, entitling Grantor to utilize the provisions set forth in Section 23A -13. of Ordinance No. 1418. 26 • • 7.5 Notices Notices transmitted by either party to this Agreement to the other party shall be addressed as follows: Grantor: Grantee: City Manager City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 General Manager Comcast Cablevision 1830 East Warner Avenue Santa Ana, CA 92705 Either party may designate by written notice a different address to which notices shall be sent. 7.6 Successors and Assigns All provisions of this Agreement shall apply to any lawful successors and assigns. 27 • • 7.7 Severability If any provision of this Agreement or the application of such provision to any circumstance is declared unconstitutional or otherwise invalid by the lawful judgment of any court of competent jurisdiction, the remainder of this Agreement or the application of the provision to other circumstances, shall not be affected thereby. 7.8 Choice of Law This Agreement shall be governed by and interpreted under the laws of the State of California. 7.9 No Waiver Grantee shall not be excused from complying with any of the terms and conditions of this Agreement by any failure of the Grantor upon any one (1) or more occasions to insist upon or to seek compliance with any such terms or conditions. 28 • • IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement the date and year first above written. APPROVED AS TO FORM: CITY OF SEAL BEACH (SEAL) (CORPORATE SEAL) COMCAST CABLEVISION Date: 29 • • EXHIBIT A OWNERSHIP • • W y 0 s z 0 O J 6 0 0 v 0 0 2U oz E5. QZ < C W 0 0 0 y r 6 r6 2Z S" 0 N U 5Z mz 0.-o ~ V O au. g 0 2 o hZ_ >WW O -7W u. O 2 0 cs N 2 0 CD uU^ ow N y 0 U 0 0 2 . 00 NZ > 0 W O O ie.Q ZS E5 t; U iy O0 V • • EXHIBIT B GRANTEE CObMITMENT TO PEG ACCESS FACILITIES AND EQUIPMENT • B -1 • EXHIBIT B: GRANTEE COMMITMENT TO PEG ACCESS FACILITIES AND EQUIPMENT 1. INTERCONNECTION OF PUBLIC BUILDINGS Grantor shall connect, at no installation charge, the buildings listed in Figure 1, to the closest node of the rebuilt Cable System, under the following conditions: (a) Interactive (bidirectional) communications capability, as defined in Section 4.2, shall be provided between all the Priority buildings listed in Figure 1A, no later than the completion of the Cable System rebuild. (b) An activated one -way (downstream) connection and the highest tier of basic Cable Service at no monthly charge shall be provided to all the public buildings listed in Figure 1B, no later than completion of the Cable System rebuild. These connections shall be interactive - capable as defined in Section 4.2. (c) Grantee shall be responsible for operating and maintaining all network facilities and equipment outside the public buildings necessary to provide the communications path among the Priority public buildings in Figure 1A. Grantee shall be responsible for switching and processing of • B -2 any signals through its network, provided that such signals require only frequency translation or basic video processing equipment at Grantee's headend, with upstream signals limited to Six Megahertz (6 MHz) from any single public agency location, unless otherwise agreed to by Grantor and Grantee. 2. NETWORK USAGE CHARGES (a) Grantee shall not charge any public agency, whose buildings are interconnected in accordance with paragraph 1 above, a network usage charge for traditional PEG Access communications originating and terminating at the public facilities listed in Figure 1. (b) Grantee may establish network usage charges for new interactive services offered, including but not limited to institutional network services, local telephone services, access to multimedia or specialized educational programming, and interconnection to external networks. Such charges shall not exceed sixty percent (60W) of the charges that Grantee establishes for private- sector users of the same services, provided that Grantee shall not be required to provide any new interactive services below its actual cost. The burden of proof shall be upon Grantee to establish its actual cost in any such case. • B -3 • 3. LOCAL STUDIO (a) No later than sixty (60) days after the effective date of this Agreement, Grantee shall convey to the City title to all its cablecasting equipment and facilities located in the existing studio and control room at the Old City Hall. The City, or a delegate, shall assume the responsibility for studio operations. (b) Grantee shall continue to pay, or provide a grant to the City to pay, the rental costs for the studio and control room for a period of three (3) years from the effective date of this Agreement. (c) Upon request by the City or a delegate, Grantee shall make available the use of Grantee's studio van, at no charge, for up to twelve (12) field productions per year. 4. PUBLIC, EDUCATIONAL AND GOVERNMENT (PEG) ACCESS CHANNELS Upon the effective date of this Agreement, Grantee shall continue to make three (3) video Channels available exclusively for PEG Access use. These Channels shall be dedicated for the term of the franchise renewal, provided that Grantee may utilize any portions of these Channels during any time when they are not scheduled for PEG Access • B -4 • use. Grantor and Grantee shall establish rules and procedures for such scheduling in accordance with Section 611 of the Cable Communications Policy Act of 1984. Upon completion of the System rebuild to Seven Hundred Fifty Megahertz (750 MHz) Channel capacity, Grantor may request and Grantee shall provide up to a total of one (1) additional Channel for PEG Access use. Grantor may not submit such a request unless all of the PEG Access Channels already being utilized each are cablecasting at least eighty (80) hours per month of unduplicated video programming on each Channel already designated for PEG Access use, and, further, that additional contemplated PEG Access programming cannot effectively utilize the existing Channels during the time they are available. Any and all PEG Access Channels shall be carried on Grantee's lowest tier of Basic Cable Service, and one (1) of the Channels shall be carried on the Cable System Channel designated as Channel 3. Grantee shall make every good - faith effort to maintain the Channel 3 designation, and to maintain identical channel numbering for its PEG Access channels for Cable Systems that Grantee owns or operates in Orange County. • B -5 • 5. PROVISION OF PEG ACCESS EQUIPMENT AND FACILITIES (a) Commencing with the effective date of this Agreement, Grantee shall provide to Grantor an annual grant of Seventy -Five Thousand Dollars ($75,000) for PEG Access support. Grantee shall prepay the grant for the tenth (10th) year of the franchise term concurrently with the payment for the first (1st) year. Grantee hereby acknowledges and agrees that any such funds may be used for any and all PEG purposes, including operating expenses and non - capital expenditures and, furthermore, Grantor and Grantee agree that said funds are not Franchise Fees for the purposes of the Cable Communications Policy Act of 1984, as amended. (b) Grantee shall negotiate in good faith to interconnect the McGaugh Elementary School to any network linking the schools of the Los Alamitos School District, provided that an equitable agreement and cost - sharing arrangement can be implemented between Grantee and the cable operator(s) serving the City of Los Alamitos. (c) Grantee shall make its mobile production van available at no cost for Public Access field use, for a minimum of twelve (12) productions per year. Grantee may assess a reasonable charge for any usage above twelve (12) times per year. B -6 i (d) If permitted by federal and state law, the Grantor shall not oppose any "pass- through" of the PEG Access grant costs provided in (a) and (b) above. If Grantee elects to "pass- through" the grant costs, such "pass- through" costs shall be amortized over the life of the franchise. 6. COMPETITIVE VIDEO SERVICE PROVIDERS If any non - Grantee multichannel video service providers serving the City of Seal Beach shall achieve and maintain in the aggregate, at least thirty percent (301) of the number of Subscribers served by Grantee, and if, further, any competitive providers achieving that percentage are not subject to providing PEG Access support, or are subject to providing a lower level of support than Grantee is required to provide under paragraph 5(a) above, then Grantee shall have the right to reduce its level of support to that which is applicable to the competitive provider(s). • B -7 • 7. PEG OPERATIONS Grantor may negotiate agreements with neighboring jurisdictions served by the same Cable System, educational institutions, or others to share operating expenses as appropriate. Grantor and Grantee may negotiate an agreement for management of PEG Access facilities, if so desired by the parties. 8. TITLE TO PEG EQUIPMENT Grantor shall retain title to all PEG Access equipment provided with funding made available in accordance with paragraph 5 above. 9. RELOCATION OF PEG CHANNELS If Grantee relocates any PEG Access Channel to a different Channel number, Grantee shall reimburse Grantor for any out -of- pocket Grantor costs incurred as a result of the relocation. Grantee shall provide Grantor and all Subscribers with at least thirty (30) days written notice of such relocation. B- 8 • 10. PROMOTION OF PEG ACCESS • Grantee shall allow the Grantor to place bill stuffers in Grantee's Subscriber statements at a cost to the Grantor not to exceed Grantee's cost, no more than twice per year upon the written request of the Grantor and at such times that the placement of such materials would not effect Grantee's cost for the production and mailing of such statements. The Grantor agrees to pay Grantee in advance for the actual cost of such bill stuffers. Grantee shall also make available access information provided by Grantor in Subscriber packets at the time of installation and at the counter in the System's business office. Grantee shall also distribute, at no charge to Grantor, through advertising insertion equipment, promotional and awareness commercial spots produced at the Grantor's cost and submitted by the Grantor in a format compatible with such equipment once Grantee has acquired and activated such capability. Grantee shall also include a listing of the known programming to be cablecast on PEG Access Channels in any program guide of services for the Cable System. • B -9 FIGURE 1 LIST OF PUBLIC BUILDINGS TO BE CONNECTED A. PRIORITY PUBLIC BUILDINGS ' City: City Hall Police Department Lifeguard Department Fire Station #44 Fire Station #48 Public Works Department Mary Wilson Library Montecito Library Schools: J. H. McGaugh School B. OTHER PUBLIC BUILDINGS City: Community Safety Building Marina Community Center North Seal Beach Center 211 Eighth Street 911 Seal Beach Boulevard 906 Ocean Avenue 718 Central Avenue 3131 Beverly Manor Drive 1776 Adolfo Lopez Drive 707 Electric Avenue 12700 Montecito Road 1698 Bolsa Avenue 820 Ocean Avenue 151 Marina Drive 3333 St. Cloud Other: U. S. Naval Weapons Station 2200 Seal Beach Boulevard ( #203) FRANCHISE BOND Bond No. 1008877097009 Cotrtcast Cahlevision of Seal Beach Inc. as Principal, and TRAVELERS CASUALTY AHD SURETY KNOW ALL MEN BY THESE PRESENTS, That we, - 1 COMPANY OF AMERICA. a corpo tr ios Tqf thlt State of Connecticut, as Surety. are held and firmly bound unto City–of—Seal Beach as Obligee, in the sum of fgollars, ($ 250 , 000.00 lawful money of the United States of America, to be paid unto said Ol5ligee, its successors and assigns, jointly and severally, firmly by these presents. , with the WHEREAS, The above bound Principal has ente�astwCahle agreement, dated agreed to faithfully perform and observe Obligee and grants arms and to the k --e �d to above and said agreement is observe and fulfill all terms and conditions n hereby made a part of this bond with like force and effect as ff herein set forth in length. NOW, THEREFORE. THE CONDITION OF THIS OBLIGATION IS SUCH, That if the above named Principal, its above a toed Franchise agreement, for which truly bond must be posted, then the oabov eh obligation to be void; abo mentioned F 9 otherwise to remain in full force and effect. The bond is subject, however, to the following express conditions: FIRST: That in the event of a default on the part of the Principal, its successors or assigns, a written statement of such default with full details thereof shall be given to Surety promptly, and in any event, within thirty (30) days after the Obligee shall leam of such default, such notice to be delivered to Surety at its Horne Office in Hartford, Connecticut by registered mail. SECOND: That no d orsuit mmenced within this 2) twelveymonthsn after the default shall of any termination against Surety Surety unless asserted of this bond. THIRD: That this bond may be terminated or cancelled by Surety by Sixty (60) days prior notice in writing to Principal and to Obligee, such notice to be given by certified mail. Such termination or cancellation shall not affect any liability incurred or accrued under this bond prior to the effective date of such termination or cancellation. The liability of the Surety shall be limited to the amount set forth above and is not cumulative. FOURTH: That no right of action shall accrue under this bond to or for the use of any person other than the Obligee, and its successors and assigns. IN WITNESS WHEREOF, The above bound Principal and the above bound Surety have hereunto set their hands and seals on the 23rd day of January , 19 98_, . Comcast Cablevision of Seal Be.adrin c • BY: TRAVELERS CA min Apin AbligiffiaMffrif ,e y -in -fact SURETY CI I. ‘/A MERI k Krist. Clar THE BANK OF NEW Y.ORKMELLON OUR. NO. :500016215 ::., .SEPTEMBER 24 • 2008.• - • • BENEFICIARY: .. . CITY OF SEAL BEACH •211.. EIGHT :STREET . • SEAL BEACH, 'CA••9074.0 ' ATTN: CITY MANAGER . DATE OF. ORIGINAL ISSUE:•. JULY 21..2006 CORRESPONDENT "S REF..NO•. 076• APPLICANT: • • TIME WARNER ENTERTAINMENT CO. LP -ON BEHALF OF TIME WARNER NY: CABLE,•: LLC., 7800 CRESCENT :EXECUTIVE..DRIVE: •;CHARLOTTE, NC 28217 • • AMENDMENT DATE is SEPTEMBER 24 20.0.8 GENTLEMEN /LADIES : - • ' THE ABOVE: :MENTIONED. INSTRUMENT INCLUDING ANY PREVIOUS • AMENDMENTS,,:: IS AMENDED...AS.. FOLLOWS.:' . . • - -• ..ADDITIONAL CONDITIONS: . • . ' " • • :..TIME• WARNER ENTERTAINMENT CO LP ON BEHALF - OF TIME WARNER NY CABLE, LLC..... IS REQUESTING THE.• ' .. - CANCELLATION`OF' THE -ABOVE •- REFERENCED LETTER •OF CREDIT "I•N YOUR •FAVOR. -IF —YOU AGREE TO SUCH • • ' . :.- 'CANCELLATION, 'PLEASE-RETURN THE ORIGINAL LETTER OF CREDIT AND. ALL ORIGINAL - AMENDMENTS, TO US AT THE ADDRESS BELOW SO.. -THAT •WE. CAN PROCEED TO CANCEL THE -LETTER OF : CREDIT :" • THE • -BANK ..OF NEW. YORK: MELLON • GLOBAL',• -TRADE - OPERATIONS DIVISION ' 5-25 *WILLIAM PENN :'WAY, - - . 3 MELLON -: CENTER;., ROOM 1930-: .. _ PITTSBURGH, PA -15259 -0001 IF THIS •AMENDMENT . IS • TO. —BE REJECTED,'" '. ' • BENEFICIARY' S .SIGNED :STATEMENT TO THAT • EFFECT IS REQUIRED:: THIS AMENDMENT IS TO. BE CONSIDERED• AS PART :OF THE 'ABOVE CREDIT AND MUST: -BE. ATTACHED -'THERETO. - ALL OTHER CONDITIONS REMAIN UNCHANGED.' • YOURS VERY . TRULY, AUTHORIZED SIGNA' • TRN DCM- '0.80922• - .5211200 . BMXA • PSN 00262 S903PH37 • • 1 -070-0510 (4/08) • • • • • • • ACORD. CERTIFICA ' m OF LIABILITY INSU - ACE DATE (M0 D""") PRODUCER MARSH USA INC. TWO LOGAN SQUARE PHILADELPHIA, PA 19103 -2797 Attn: Comcast.Certs @marsh.com Fax: 212- 948 -0360 05194 - ALL- GAWU-09 -10 COMC PHILA PA THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED COMCAST CABLEVISION OF SEAL BEACH, INC. 1500 MARKET STREET PHILADELPHIA, PA 19102 -2148 INSURER a ACE American Insurance Company 22667 INSURER B: ACE Property And Casualty Ins Co 20699 INSURER c: Indemnity Ins Co Of North America 43575 INSURER D: EACH OCCURRENCE INSURER E: DAMAGE TO PREMISES Ea ocNcurrence • VERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSSII ADM' TYPE OF INSURANCE LTR I INSRq POLICY NUMBER POLICY EFFECTNE DATE (MMIDDIYYYY) POUCY EXPIRATION DATE (MMIDDIYYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY XSL G24936855 12/01/2009 12/01/2010 EACH OCCURRENCE 4 900 000 DAMAGE TO PREMISES Ea ocNcurrence $ 4'900'000 ■. CLAIMS MADE 1 X I OCCUR MED EXP (Arty one person) $ 10,000 X PERSONAL & ADV INJURY $ 4,900,000 $100,000 SIR GENERAL AGGREGATE $ 25,000,000 GENERAL AGGREGATE LIMIT APPLIES PER PRO- - X POLICY. JECT 11 LOC PRODUCTS - COMP/OP AG e E, 1 / 1 1'110 A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS ISA H08581447 AOS (AOS) 12/01/2009 12/01/2010 COMBINED SINGLE LIMIT (Eaacddent) $ 5,000,000 X ■ ■ ■ ■ - BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE ■ ■ LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ B EXCESS X ■ / UMBRELLA LIABILITY XOO G24874266 12/01/2009 12/01/2010 EACH OCCURRENCE $ 5,000,000 OCCUR CLAIMS MADE AGGREGATE $ 5,000,000 DEDUCTIBLE RETENTION S $ $ C A A A WORKERS EMPLOYERS' ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER/MEMBER (Mandatory SPECIAL PROVISIONS COMPENSATION AND LIABILITY Y / N WLR C4 5707064 (AOS) WLR C45707040 (CA) WLR C45707052 (MN) SCF C45707076 (WI) 12/01/2009 12/01/2009 12/01/2009 12/01/2009 12/01/2010 12/01/2010 12/01/2010 12/01/2010 X WC STATU- OTH- .L. EACH ACCIDENT $ 2,000,000 EXCLUDED? N I DISEASE - EA EMPLOYE = $ 2,000,000 in NH) If yes, describe under below .L. DISEASE - POLICY LIMIT $ 2,000,000 A OTHER EXCESS AUTO LIABILITY XSA H08583365 12/01/2009 12/01/2010 LIMIT $5,000,000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED AS RESPECTS THE GENERAL LIABILITY POLICY WHERE REQUIRED BY WRITTEN CONTRACT WITH THE NAMED INSURED. $100,000 PER OCCURRENCE SELF INSURED RETENTION APPLIES ONLY TO THE ABOVE GENERAL LIABILITY POLICY. CERTIFICATE HOLDER CLE -002135680 -13 CANCELLATION CITY OF SEAL BEACH ATTN: BOB ARCHIBOLD CITY HALL 211 EIGHTH STREET SEAL BEACH, CA 90740 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. Av mEOSAPREsEN TATNE 62.47 LZ /e eM"_ .- . , . Mary Radasz ewski ACORD 25 (2009/01) © 1998-2009 ACORD CORPORATION. All Rights Reserved The ACORD name and logo are registered marks of ACORD