HomeMy WebLinkAboutOrd 1176-1996ORDINANCE NO. 1176-96
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A ORDINANCE RELATED TO THE GRANTING OF A
CABLE TELEVISION FRANCHISE AGREEMENT TO
WESTERN TV CABLE, A SUBSIDIARY OF THE
CHRONICLE PUBLISHING COMPANY.
WHEREAS, pursuant to South San Francisco Municipal Code Section 6.76.050, the
City Council is authorized to award a cable television franchise;
WHEREAS, the City of South San Francisco and Western Cable TV desire to enter
into the Franchise Agreement attached hereto;
NOW, THEREFORE, the City Council of the City of South San Francisco does
ordain as follows:
SECTION 1.
The City Council hereby approves the Cable Television Franchise Agreement attached
hereto as Exhibit 1 and incorporated herein by reference.
SECTION 2. SEVERABILITY
In the event any section or portion of this Ordinance shall be determined invalid or
unconstitutional, such section or portion shall be deemed severable and all other sections or
portions hereof shall remain in full force and effect.
SECTION 3. PUBLICATION AND EFFECTIVE DATE
Pursuant to the provision of Government Code §36933, a Summary of this Ordinance
shall be prepared by the City Attorney. At least five (5) days prior to the Council Meeting
at which this Ordinance is scheduled to be adopted, the City Clerk shall (1) publish the
Summary and (2) post in the City Clerk's office a certified copy of this Ordinance. Within
fifteen (15) days after the adoption of this Ordinance, the City Clerk shall (1) publish the
Summary and (2) post in the City Clerk's office a certified copy of the full text of this
Ordinance along with the names of those City Councilmembers voting for or against this
Ordinance or otherwise voting.
! I!
C~E~NTRAL RE~CORD~
'
Introduced at a regul ar
South San Francisco held the 13th
meeting of the City Council of the City of
day of December , 1995.
Adopted as an Ordinance of the City of South San Francisco at a rog,, 1 a r
meeting of the City Council of the City of South San Francisco, held the 10th
day of danuary , 1996 by the following vote:
AYES:
C.n~Jnnilmomhorq ,lnqoph A_ Fornokoq, Fugono R. Mulli.n, ,lnhn R.
Penna, Robert Yee and Mayor Jack Drago
NOES:
None
ABSTAIN: None
ABSENT: None
City Clerk
As Mayor of the City of South San Francisco, I do hereby approve the foregoing
Ordinance this 1 {)th day of 3an,Jary , 1996.
A:\CABLE.ORD
2
EXHIBIT 1 TO ORDINANCE NO. 1176-96
CABLE TELEVISION FRANCHISE AGREEMENT
BETWEEN THE CITY OF SOUTH SAN FRANCISCO
AND WESTERN TV CABLE
EFFECTIVE: January 1, 1996
145666.2- 120595
Exhibit 1
II ! I !
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTION 5.
SECTION 6.
EXHIBITS
A:
B:
C:
D:
TABLE OF CONTENTS
Page
RENEWAL OF FRANCHISE ............. 2
GENERAL REQUIREMENTS ............. 5
SYSTEM UPGRADE ................ 14
SERVICES AND PROGRAMMING ........... 18
SUPPORT FOR LOCAL CABLE USAGE ........ 19
REGULATION .................. 21
OWNERSHIP
SURETY GUARANTEE (SAMPLE)
GRANTEE COMMITMENT TO EG ACCESS FACILITIES AND
EQUIPMENT
SERVICE TO PUBLIC FACILITIES
145666.2 -- 120595
[] ! !
AGREEMENT
ThiS Agreement, made and entered into this 1st day of
January, 1996, at South San Francisco, California, by and between
the City of South San Francisco, a municipal corporation of the
State of California, and Western TV Cable, a subsidiary of The
Chronicle Publishing Company.
WITNESSETH
WHEREAS, the City of South San Francisco, pursuant to
Ordinance No. 1175-95, is authorized to grant and renew one or
more non-exclusive revocable franchises to operate, construct,
maintain and reconstruct a cable television system within the
City; and
WHEREAS, the City, after due evaluation of Western TV
Cable, a subsidiary of The Chronicle Publishing Company, and
after public hearings, has determined that it is in the best
interests of the City and its residents to renew its franchise
with Western TV Cable.
NOW, THEREFORE, the City of South San Francisco
(hereinafter the "Grantor") hereby grants to Western TV Cable
(hereinafter the "Grantee") a renewal of its cable television
franchise in accordance with the provisions of Ordinance
No. 1175-95 and this Agreement.
145666,2- 120595 1
SECTION 1. RENEWAL OF FRANCHISE
1.1 Grant
The cable television franchise granted effective
October 1, 1980 to Western TV Cable. 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 television
and communications system within the streets and public ways in
the City of South San Francisco as it is now or may in the future
be constituted.
1.2Riqht 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.
1.3 Effective Date of Renewal
The renewal shall be effective on the date that both
parties have executed this Agreement, provided that said date is
no later than thirty (30) days after the date the City Council,
by Ordinance, approves this Agreement. The renewal is further
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
145666.2- 120595 2
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fund or any such insurance certificate does not occur within
sixty (60) days after the effective date of the Ordinance
approving 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 twelve (12) years from
the effective date hereof, at which time it shall expire and be
of no force and effect unless renewed; provided that if the
Section 3.1 system upgrade is completed in thirty (30) months,
the franchise term shall be further extended by 3 years, and if
completed within twenty-four (24) months, the term shall be
extended an additional 2 years. Renewal shall be in accordance
with applicable law.
1.5 Conflict with Cable Ordinance
The provisions of the city of South San Francisco Cable
Television Regulatory Ordinance, Ordinance No. 1175-95 are hereby
incorporated herein by reference as if set out in full, and form
part of the terms and conditions of this Agreement. In the event
of any conflict between the terms and conditions of this
Agreement and the provisions of Ordinance No. 1175-95, this
Agreement shall prevail. Should Ordinance No. 1175-95 be
amended, revised, superseded or otherwise changed after the
effective date hereof in such a 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.
145666.2- 120595 3
1.6 Definitions
The definitions contained in Ordinance No. 1175-95 are
incorporated herein as if fully set forth.
SECTION 2. GENERAL REOUIREMENTS
2.1 Governing Requirements
Grantee shall comply with all lawful requirements of
this Agreement, Ordinance No. 1175-95 and applicable State and
Federal law.
2.2 Franchise Fee
The Grantee shall pay to the Grantor an annual
franchise fee of two and one-half percent (2.5%) of Gross Annual
Revenues received by Grantee from operation of the cable system
in the City of South San Francisco. The fee shall be payable
quarterly by April 30, July 31, October 31 and January 31 for the
preceding three (3) month periods.
2.3 Recovery of Processing Costs
As provided in Section 6.76.150 of Ordinance
No. 1175-95, Grantee, within sixty (60) days after receipt from
Grantor of a written itemization, shall reimburse Grantor for its
actual, reasonable out-of-pocket costs incurred during the
franchise renewal process, not to exceed Twenty-Five Thousand
Dollars ($25,000).
2.4 Resolution of Disputes
To aid in the analysis and resolution of any future
disputed matters relative to the franchise, the Grantor and
Grantee may, by mutual agreement (both as to whether to hire and
145666.2- 121495 4
whom to hire), employ the services of technical, financial or
legal consultants, as mediators. All reasonable fees of the
consultants incurred by the Grantor and/or the Grantee in this
regard shall be borne by the party that loses the dispute, in the
judgment of the employed consultants.
2.5 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 6.76.180 of Ordinance No. 1175-
95.
2.6 Liability 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 Worker's
Compensation, and a policy of liability insurance that shall
conform to the provisions of Section 6.76.230 of Ordinance
No. 1175-95.
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 ($1,000,000)
145666.2- 120595 5
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.
(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.
145666.2- 120595 6
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Any such adjustment by the Grantor will be no greater than the
increase in the San Francisco 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. At the option of Grantor,
the insurer shall reduce or eliminate such deductible 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.
2.7 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 (other than Grantor) including Grantee
from any cause whatsoever including another's concurrent
negligence arising out of or in any way connected with the
145666.2- 120595 7
aforesaid operations, the exercise or enjoyment of the franchise
renewed pursuant to this Agreement, and/or 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 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
145666.2- 120595 8
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 Grantor emergency alert or 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.
2.8 Security Fund
(a) In accordance with Section 6.76.190 of Ordinance
No. 1175-95, within sixty (60) days of the Ordinance 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 Seventy-five Thousand Dollars
($75,000), and in a form acceptable to the Grantor's City
Attorney, and essentially similar to the example provided in
Exhibit "B". The second part shall be in the amount of at least
Ten Thousand Dollars ($10,000) and shall either be in the form of
an irrevocable letter of credit, or a cash deposit established in
a local bank in an interest-bearing account payable to the order
of the Grantor as trustee for Grantee, with all interest
distributed to the Grantee.
145666.2- 120595 9
(b) The bond shall be maintained at the Seventy Five
Thousand Dollar ($75,000) level until the system upgrade and/or
rebuild provided for in Section 3.1 herein is completed, at which
time the bond shall be released, provided there are then no
outstanding material violations of this Agreement. The cash or
letter of credit portion of 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
San Francisco Metropolitan Area Consumer Price. Index during the
prior three (3) year period.
(c) The security fund may be assessed by Grantor
for those purposes specified in Sections 6.76.190 and/or 6.76.340
of Ordinance No. 1175-95 in accordance with the procedures of
Section 6.76.350 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. 1175-95 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. 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
145~.2 - 12059~ 10
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 rights-of-way.
2.9 Procedure for Remedying Franchise Violations
(a) The procedure for remedying franchise violations
shall be those expressly set forth in Section 6.76.350 of
Ordinance No. 1175-95.
(b) If the violation is reasonably curable within
thirty (30) days of receipt of Grantor's written notice, and if
Grantee has not commenced appropriate corrective action within
that thirty (30) day period, or provided a plan to correct the
violation in accordance with subsection (c) below, then Grantor
may proceed to assess from the security fund damages for
Grantee's individual or repeated willful violations of a material
franchise requirement of up to Two Hundred Fifty Dollars ($250)
per day, or per incident, for unexcused violations of the system
upgrade and/or rebuild completion schedule provided in Section
3.1 herein, and up to One Hundred Dollars ($100) per day, or per
incident, for all other violations, provided that all such
violations of similar nature occurring at the same time shall be
deemed one incident.
(c) In the event any stated violation is not
reasonably curable within thirty (30) days, the franchise
will not be terminated or revoked or damages assessed if the
Grantee has provided, within said thirty (30) days, a plan,
satisfactory to the Grantor, to remedy the violation and
continues to demonstrate good faith in seeking to correct said
violation.
(d) In determining whether violations are material,
Grantor shall take into consideration the reliability of the
evidence of the violation, the nature of the violation, whether
the violation was chronic, the person or persons bearing the
impact of the violation, the nature of the remedy required in
order to prevent further such violations and such other matters
as the Grantor may deem appropriate.
2.10 Reservation of Rights
Grantor and Grantee reserve all rights that they may
possess under the law unless expressly waived herein.
2.11 State or Federal Preemption
In the event that the State or Federal Government
discontinues preemption in any area of cable communications 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,
after reasonable consultation with Grantee, to the extent
permitted in the then applicable law, and provided that Grantee
shall not be materially adversely affected in the benefit of its
entry into this franchise agreement.
SECTION 3. SYSTEM UPGRADE
3.1 Uporade
Grantee shall upgrade and/or rebuild, as appropriate,
the existing cable system to provide a capacity of at least
seventy-eight (78) video channels capable of meeting all
applicable FCC signal quality requirements within thirty-six (36)
months or less of the effective date of this Agreement. The
upgrade/rebuild shall include hybrid fiber optic/coaxial system
design or better, with nodes covering no more than two thousand
(2000) homes on average. Completion of construction shall be
defined as the ability to provide up to seventy-eight (78)
channels of video programming to all residential subscribers
within the City, as well as satisfactory completion of any
permit-specified requirements. Accelerated completion of the
upgrade/rebuild in advance of the 36 month deadline shall extend
the franchise term to the extent specified in Section 1.4.
3.2 Future System Modifications
(a) To assure that Grantee's cable system continues to
reflect the general cable industry state-of-the-art throughout
the term of the franchise, Grantor and Grantee agree to utilize
cable systems in the following California communities as a basis
for comparison. The comparison communities (also referred to as
the "comparison group") shall be:
145666.2 -- 120595 13
(1) VACAVILLE (5) DALY CITY
(2) UNION CITY (6) REDWOOD CITY
(3) SAN CARLOS (7) SAN LEANDRO
(4) SAN BRUNO (8) SAN MATEO
(b)
Grantor and Grantee agree that subsequent to the
completion of the upgrade and/or rebuild required in Section 3.1
above, when four (4) or more of the cable systems in the
comparison group (also referred to as the "comparison subgroup")
offer basic programming services which exceed the services
provided on Grantee's system by fifteen (15) full channel
equivalent video services or more, Grantor may require Grantee to
provide additional programming services to meet or exceed the
average provided by the comparison subgroup. Grantee shall
complete the modification within twelve (12) months of receipt of
the Grantor request, subject to the availability of system
channel capacity.
(c) Grantor and Grantee further agree that subsequent
to the completion of the upgrade and/or rebuild required in
Section 3.1 above, when four (4) 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 to the same extent. Grantee shall complete this
activation within twelve (12) months of receipt of the Grantor
request.
145666.2- 120595 14
(d) Any Grantor request for additional services
pursuant to subsections (b) and (c) above shall be determined by
the City Council after duly noticed public hearing to consider
the community needs involved in relation to the resulting costs
to Grantee and subscribers.
3.3 Emergency Alert Capability
Within twelve (12) months of the effective date of this
Agreement, Grantee shall provide the system capability to
transmit an emergency alert signal to all participating
subscribers, in the form of an audio override capability to
permit Grantor to interrupt and cablecast an audio message on all
channels simultaneously in the event of disaster or public
emergency. Access to the emergency alert capability and security
code shall be limited to a small number of authorized personnel
in accordance with Grantor's Emergency Operational Plan.
3.4 Standby Power
Within twelve (12) months of the effective date of this
Agreement, Grantee shall provide standby power generating
capacity at the cable communications 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.
145666.2 -- 120595 1 5
3.5 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.
3.6 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 proven to Grantee's
satisfaction.
3.7 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.
3.8 Right of Inspection
Grantor shall have the right to inspect at Grantor's
expense 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.
145666.2 -- 120595 16
SECTION 4. SERVICES AND PROGRAMMING
4.1 Services and Programming
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.
4.2 Leased Channel Service
Grantee shall offer leased channel service on
reasonable terms and conditions and in accordance with applicable
law.
SECTION 5.
5.1
SUPPORT FOR LOCAL CABLE USAGE
EG Access Operation
Based on the provisions of the Cable Communications
Policy Act of 1984, as amended and future applicable law, Grantor
shall determine from time to time the funding level Grantor
desires to make available for educational and governmental (EG)
access operating costs, and the most appropriate entity or
entities to manage EG access operations.
Any Grantor request for grant funds for equipment,
facilities and channels for EG access use shall be accompanied by
an operating plan which delineates the source of the required
funds to the extent required by Exhibit "C".
5.2 Grantee SuDDort for EG Usage
Grantee shall provide the following or equivalent
support for EG cable usage within the franchise area:
145666.2- ~2~9~ 17
Il ! I [
(a) Provision and use of the grant funds and channels
designated in Exhibit "C" of this Agreement for local EG
programming and access use at no charge in accordance with the
requirements of Exhibit "C".
(b) Maintenance of Grantee's EG access facilities and
channels, and support of EG programming, to the extent specified
in Exhibit "C" of this Agreement.
(c) Provision of free public building installation and
basic service, and provision of live cablecasting~capability from
the locations specified in Exhibit "D".
5.3 Compliance with Federal Law
In accepting this franchise, the Grantee agrees that
the commitments indicated in Section 5.2 above are voluntarily
entered into and will not be charged against any franchise fees
due the Grantor during the term of the franchise.
SECTION 6. REGULATION
6.1 Franchise RegUlation
The franchise renewed under this Agreement shall be
subject to regulation by Grantor in accordance with all of the
lawful provisions of Ordinance No. 1175-95.
6.2 Force Majeure
The force majeure provisions of Section 6.76.370 of
Ordinance No. 1175-95 shall apply.
6.3 Rate Reoulation
If Grantor is permitted under Federal and/or State law,
to regulate the rates charged by Grantee, and if Grantor elects
145666.2 -- 120595 18
to so regulate, Grantor shall establish reasonable procedures
consistent with due process and follow those procedures before so
regulating.
IN WITNESS WHEREOF, Grantor and Grantee have executed
this Agreement the date and year first above written.
APPROVED AS TO FORM:
Ap-PROVeD
By:
Date
City Clerk
(SEAL)
(CORPORATE SEAL)
WESTERN TV CABLE, a division
of The Chronicle Publishing
company
Title:~~ ~
145666.2 -- 011596
19
State of:~ California
County of: San Francisco
Subscribed and affirmed before me
~Pu~b ~c ~this 22nd day of Ja y, 1996
,./$/....1~_\,,_\ CC)MM, ~ I~73
~ ~~ s~ F~NC~O C~
to so regulate, Grantor shall establish reasonable procedures
consistent with due process and follow those procedures before so
regulating.
IN WITNESS WHEREOF, Grantor and Grantee have executed
this Agreement the date and year first above written.
APPROVED AS TO FORM: CITY OF SOUTH SAN FRANCISCO
By:
Date:
ATTEST-.
City Clerk
(SEAL)
WESTERN TV CABLE, a division
of The Chronicle Publishing
Company
(coRPORATE SEAL)
By:
Name:
Title:
Date:
145666.2 -- 120595
19
EXHIBIT A
OWNERSHIP
145666.2 -- 120595
EXHIBIT A-1
Grantee Ownership
The Chronicle
Publishing Company
100%
Western TV Cable
division-Grantee
145666.2--120595
EXHIBIT A-2
Ownership of TCI
(Anticipated Transferee)
[FOR INFORMATION ONLY]
Tele-Communications, Inc. CTCI")
100%
TCI Communications, Inc. CTCI-C")
Other TCI
Entities
95%
5%
TCI Holdings, Inc.
100%
TCI of California, Inc.
("TCI-CA")
145666.2 m 120595
A-2
EXHIBIT B
SURETY GUARANTEE
(SAMPLE)
145666.2- 120595
B-1
EXHIBIT B: SURETY GUARANTEE
WHEREAS, the city of South San Francisco (hereinafter
called "Grantor") under this Franchise Agreement dated as of the
1st day of January, 1996, has granted a franchise to Western TV
Cable, a division of The Chronicle Publishing Company
(hereinafter called "Grantee") to own, operate, and maintain a
cable television and communications system (hereinafter called
"Franchise"); and
WHEREAS, The Chronicle Publishing Company (hereinafter
called "Guarantor"), a Nevada corporation, being the parent
company of the Grantee, has a substantial interest in said
Franchise, the conduct of the Grantee, and the Franchise
Agreement between Grantor and Grantee establishing Franchise
requirements, which Agreement is hereby specifically referred to,
incorporated herein and made a part hereof; and
WHEREAS, Section 2.8 of said Franchise Agreement
requires the Grantee, as Principal, to furnish security issued to
cover the faithful performance of certain of the Grantee's
obligation under said Franchise, and which security shall be in
favor.of the Grantor;
NOW THEREFORE, subject to the provisions of
Section 2.9, Guarantor hereby unconditionally guarantees the due
and punctual performance of any and all obligations of Grantee
contained in the Franchise Agreement, up to the financial limits
provided in Section 2.8. This Guarantee shall, unless terminated,
145666.2- 120595
B-2
substituted or cancelled as hereinafter provided, remain in full
force and effect for the period provided by said Franchise;
provided that, upon substitution of another Guarantor reasonably
satisfactory to the Grantor, this Guarantee may be terminated,
substituted or cancelled upon thirty (30) days prior written
notice from Guarantor to the Grantor and Grantee.
Any such notice to be given hereunder shall be
addressed to Grantor, with a copy to Grantee. Such terminations
shall not affect liability incurred or accrued under this
Guarantee prior to the effective date of such termination or
cancellation.
No claim, suit or action under this Guarantee by reason
of any default of the Grantee shall be brought against Guarantor
unless asserted or commenced no later than six (6) months after
the effective date of such termination or cancellation of the
Guarantee.
IN WITNESS WHEREOF, the Grantee and Guarantor have
hereunto set their hands and seals as of this 1st day of January,
1996.
WESTERN TV CABLE, a division THE CHRONICLE PUBLISHING
of The Chronicle Publishing COMPANY, as Guarantor
Company, as Grantee
By: By:
Title: Title:
145666.2- 120595
EXHIBIT C
GRANTEE COMMITMENT TO
EG ACCESS FACILITIES AND EOUIPMENT
145666.2- 120595
EXHIBIT C:
C-1
GRANTEE COMMITMENT TO EG ACCESS FACILITIES AND
EQUIPMENT
1. EDUCATIONAL AND GOVERNMENT (EG) ACCESS CHANNELS
No later than one (1) month after the effective date of
this Agreement, Grantee shall make one video channel available
exclusively for shared EG use. This channel 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 EG 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,
as amended.
Upon completiOn of the system rebuild to seventy-eight
(78) channel capacity, Grantor may request and Grantee shall
provide up to a total of three (3) channels for EG use, available
one-by-one as needed based on substantially full usage of all
existing EG channels. Grantor may not submit such a request
unless the EG channels already being utilized each are
cablecasting at least one hundred (100) hours per month of
locally produced unduplicated video programming on each channel
already designated for EG use, and, further, that additional
contemplated EG programming cannot effectively utilize existing
channels during the time they are available.
145666.2- 120595
C-2
2. PROVISION OF INITIAL EG ACCESS EOUIPMENT AND FACILITIES
At any time after the effective date of this Agreement,
Grantor may request and Grantee shall begin providing EG access
grant funds of up to thirty cents ($.30) per subscriber per month
as capital to be utilized solely for EG access equipment and
facilities.
Any request by Grantor for funds under this grant shall
be in accordance with an operating plan prepared by Grantor. The
operating plan shall contain, as a minimum, the following
information:
(a) List of intended EG users.
(b) Planned type and level of programming for each
user.
(c) Capital equipment, facilities and estimated costs
required to support the intended uses. This shall include a
survey of existing publicly-owned equipment that might be
available for the intended purposes.
(d) User commitments by Grantor or a third party to
cover operating expenses and/or support facilities for at least a
three (3) year period. The user commitments shall be approved by
resolution of the City Council.
(e) An evaluation by Grantor that the existing public
facilities and equipment are inadequate to meet the needs of the
operating plan.
145666.2- 120595
C-3
Based solely on Grantor's certification that the EG
operating plan is reasonable and appropriate to meet EG needs and
objectives, Grantee shall begin providing the requested funds no
later than sixty (60) days after receipt of Grantor request with
the operating plan. Grantee is expected to comment upon the plan
and provide recommendations to improve its effectiveness, but may
not withhold any requested funds accompanied by a Grantor
certification of need. If funds provided by Grantee are
accumulated and unspent in an amount equal to two (2) years of
monthly payments, Grantee may suspend further payment until the
balance is reduced under two years worth.
3. PROVISION OF CITY COUNCIL AND GOVERNMENTAL AFFAIRS COVERAGE.
Beginning concurrently with the effective date of this
Agreement and continuing throughout its term, Grantee shall make
available programming production staff assistance of up to ten
(10) hours per week for Grantor as and when reasonably requested,
intended to provide EG access/local origination camera operator
coverage for all City Council meetings unless otherwise
.requested, as well as other Grantor governmental affairs
activities upon Grantor request; provided that such coverage
assistance shall be available to Grantor up to five (5) hours per
week after Grantor has purchased its own remote production or
portable video camera system usable for such purposes, from the
capital grant funds specified in Section 2 immediately above.
145666.2- 120595
C-4
4. EG 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 EG facilities, if so desired by the parties.
5. TITLE TO EG EOUIPMENT
Grantor shall retain title to and maintain all EG
equipment provided with funding made available in accordance with
paragraph 2 above.
6. RELOCATION OF EG CHANNELS
If Grantee relocates any EG access channel to a
different channel number, Grantee shall reimburse Grantor for any
out-of-pocket Grantor costs incurred in implementing the
relocation. Grantee shall provide Grantor and all subscribers
with at least thirty (30) days written notice of such relocation.
7. PROMOTION OF EG 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 affect 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
145666.2- 120595
C-5
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, provided that
the number of spots shall be reasonable and Grantee shall not be
required to displace or forego any other commitments for
commercial or promotional spots. Grantee shall also include a
listing of the known programs to be cablecast on EG access
channels in any program guide of services for the cable system.
145666.2- 120595
~' i Il
EXHIBIT D
SERVICE TO PUBLIC FACILITIES
145666.2- 120595
D-1
PUBLIC BUILDINGS TO BE PROVIDED WITH ONE FREE CABLE TV
CONNECTION AND THE HIGHEST LEVEL OF BASIC SERVICE:
CITY BUILDINGS:
City Hall, 400 Grand Ave.
City Hall Annex, 315 Maple Ave.
M.S.B.
LIBRARIES:
Grand Ave./306 Walnut
840 W. Orange Ave.
FIRE DEPARTMENTS:
Central Station, 201 Baden Ave.
Station 2, 249 Harbor Way
Station 3, 33 Arroyo
Station 4, 2350 Galway
Station 5, 1151 So. San Francisco Dr.
PARK & RECREATION FACILITIES:
E1 Camino Ctr., 33 Arroyo Ave.
Magnolia Ctr., 601 Grand Ave.
Siebecker Ctr., 510 Elm Court
Paradise Valley Park
Buri Buri Park, 200 Arroyo Dr.
Sellick Park, Applian Way
Orange Memorial Park
Brentwood Park Rosewood & Briarwood
Winston Manor Pk, 20 Elkwood
Westborough Pk, Westborough & Galway
Swimming Pool, 725 Tennis Dr.
ORANGE MEMORIAL PARK:
Park Corp Yard, 781 Tennis Dr.
Recreation Bldg, 788/Tennis Dr.
Little Bldg, 720 Memorial Dr.
OTHER PUBLIC BUILDINGS:
Bldg in Picnic Area, 753 Memorial Dr.
772 Tennis Dr.
746 Tennis Dr.
Street.Corp. Yard, 736 Tennis Dr. Suite A
City Garage, 736 Tennis Drive, Suite B
145666.2- 120595
]~ I I I
D-2
PUBLIC BUILDINGS TO BE PROVIDED WITH LIVE PROGRAM
ORIGINATION CAPABILITY:
CITY COUNCIL CHAMBERS.
3. CITY PUMP STATION CONNECTIONS.
Grantor may request, not less than three (3) years
after the effective date of this Agreement, and Grantor shall
provide within nine (9) months of such request, two-way capable
connections to any Grantor pump station locations listed below,
subject to prior consultation with Grantee concerning the
estimated cost, and subject to pass-through cost recovery by
Grantee on an amortization schedule not less than five (5) years
in duration:
235 Shaw Rd.
Shaw Rd. to 479 San Mateo Ave.
477 South Airport Blvd.
477 S. Airport to 195 Belle Air Rd.
Harbor to 160 Utah Ave.
ext: Harbor to 220 Littlefield Ave.
Oyster Point to Eccles to 572 Forbes Blvd.
572 Forbes to 701 Forbes Blvd.
701 Forbes to 801 Forbes Blvd.
East Grand to 195 Kimball Way
383 Oyster Point Bi.
955 Gateway B1.
249 Harbor Way
145666.2- 120595
I I I
D-3
4. PUBLIC SCHOOL CONNECTIONS
Grantee shall continue throughout the term of this
Agreement to provide a cable connection and the highest level of
basic cable service to each Grantor public school in the City;
provided that Grantee shall build and provide such a connection
and service to Westborough Middle School upon Grantor's request
at such time as Grantee is under common ownership with any
franchised cable operator serving the City of Daly City.
145666.2- 120595