HomeMy WebLinkAboutAgenda - 09-07-2005-9dORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: September 7, 2005
Action Agenda
Item No. q-d
SUBJECT: Report on Cable Television Franchise Ordinance Negotiations
DEPARTMENT: County Manager
PUBLIC HEARING: (Y/N) No
ATTACHMENT(S):
Proposed Cable Television Franchise
Ordinance/Agreement
INFORMATION CONTACT:
Michael Patrick, Chair, Cable Advisory
Committee
Gwen Harvey, Assistant County
Manager, 245-2300
TELEPHONE NUMBERS:
Hillsborough 732-8181
Chapel Hill 968-4501
Durham 688-7331
Mebane 336-227-2031
PURPOSE: To receive a report on the outcome of facilitated negotiations with Time Warner
Cable (TWC) for renewal of the cable television franchise in unincorporated Orange County,
BACKGROUND: In the fall of 2003, the Cable Advisory Committee, Triangle J Cable
Consultant, and County staff brought forward a proposed cable television franchise
ordinance/agreement that was adopted by the BOCC after a second reading. TWC officials
challenged the ordinance/agreement and declined to sign, calling upon the BOCC to re-
establish informal negotiations and allow further opportunity to reconcile remaining differences,
The BOCC granted this request and authorized staff to retain the services of Andy Sachs of the
Dispute Settlement Center to facilitate new negotiation sessions. TWC and the County shared
equally in the cost of facilitation services.
A series of facilitated sessions were conducted between June 2004 and August 2005. The
negotiating team was comprised of: (TWC) Brad Phillips, Vice President/Government and
Public Affairs; Andi Curtis, Assistant to the VP/GPA; Trish McCausland, Assistant Chief
Counsel, Regulatory and (County) Michael Patrick, Chair, Cable Advisory Committee; and
Gwen Harvey, Assistant County Manager. Additional County staff - Legal, Finance,
Purchasing, Clerk's Office - provided technical support and guidance as needed throughout the
process, along with the entire Cable Advisory Committee and Bob Sepe, Action Audits, LLC,
Commissioner Steve Halkiotis, BOCC liaison to the Cable Advisory Committee, met with the
negotiating team on September 1 to review the outcome.
The proposed Cable Franchise Ordinance/Agreement attached represents the "best effort" of
both parties to address key objectives within a "good faith" negotiation process as authorized by
the BOCC. County staff and TWC officials recommend that the BOCC accept and approve the
2
proposed agreement. Since scheduling conflicts caused the last negotiation session to take
place on Monday, August 29, County staff has not had the opportunity to fully vet the proposed
agreement with either the entire Cable Advisory Committee or The People's Channel prior to
the meeting on September 7, Both will, however, receive copies of this agenda abstract and
the proposed agreement, and they have been kept abreast of developments throughout the
negotiation process through e-mail and other communications.
CAC and TPC members and representatives will be invited to the BOCC meeting on September
7 to provide comments as may be desired, and a meeting of the CAC to review the highlights of
the proposed agreement in detail, with TPC in attendance, has been scheduled for October 5.
While not a formal member of the negotiation team, Bob Sepe has consulted with the County
on technical matters as needed.
11
Section 5 A
Requires the grantee to extend services to any household where the number of occupied
homes, and homes for which certificates of occupancy been issued, equals at least 18
homes per mile.
TWC objected to this density level under the proposed 2003 ordinance/agreement. Differences
have been resolved and agreement reached to a density of 18 households per mile. In the early
stages of franchise renewal negotiations back in the late 90s, density requirement proposals
ranged from a high of 30 homes per mile as in the Triangle J Model Ordinance to a low of 21.4
as represented by the County. Agreement on 18 homes per street mile is a considerable win,
Section 14 A
Requires the grantee to designate a PEG (Public, Educational, Government) access
channel for sole use by the County for live and recorded telecasts of Board meetings and
other government access programming.
PEG access was another area of contention under the 2003 ordinance/agreement, TWC has
agreed to provide the County with its own digital channel on the cable system for PEG access,
Cable subscribers without the digit tier will be provided, upon request, with a free digital box to
enable them to view programming on the County access channel only. In addition to their ability
to view the new County access channel, cable subscribers in unincorporated Orange County
will retain their ability to view all other access channels they may presently have, such as
Channels 4, 8, and 18.
Section 14 B, C & E
Requires the grantee to design and install a system of equipment that would provide
signal transportation for County Board meeting telecasts on a designated PEG channel
that originate from Southern Human Services Center or the F. Gordon Battle Courtroom.
The BOCC has held a longstanding interest in the "capitalization" of County facilities used for
public meetings, particularly those of the legislative process. TWC has now agreed to purchase
and install the requisite capital equipment (cameras, monitors, scan converters, switchers,
recorders, etc.) to allow for live casting of BOCC meetings from both locations at their up-front
expense. These capital improvements should bring greater efficiency and enhanced quality of
output to the current process under contract with The People's Channel, (TPC contract
expenses are budgeted at $27,140 for 2005-2006,) It is anticipated that TPC would continue as
the County's principal operator of the technical upgrades.
TWC would also be responsible for installing the associated cable in ground to transport the
signal. The total cost of technical equipment plus cable infrastructure to be undertaken by TWC
is estimated at $304,000, The BOCC may recall that back in the late 90s consultant estimates
were $200,000 per meeting facility to meet audio-visual capabilities alone.
Upon installation of the equipment and cable and activation of the digital channel, the
approximately 7200 cable subscribers in unincorporated Orange would see a "PEG Access
Fee" on their monthly cable bill, consistent with FCC rules, so that TWC can recover its total
capital cost estimated at $304,000 over a depreciation period of ten years, The PEG Access
Fee per cable subscriber is projected at 35 cents per month.
Next Steps
Following BOCC review and instructions to staff, it is anticipated that the proposed Cable
Franchise Ordinance/Agreement could be returned for the required 15t reading at the meeting
on October 18 and the 2"d reading on November 2. In the interim, the Cable Advisory
Committee would meet on October 5 and County staff would continue to work with TWC and
The People's Channel on preparations for "going live" with the broadcast of BOCC meetings
and other implementation measures. The projected timeframe for equipment and infrastructure
installation is within 8-9 months,
Importantly, upon execution of an approved Franchise Ordinance/Agreement, TWC intends to
extend cable television services for news weather and information to the Government Services
Center, enabling the County to discontinue its current contract for satellite services,
FINANCIAL IMPACT: Cable franchise revenues are calculated as an "annual fee of five
percent (5%) of the grantee's gross revenues", In Fiscal 2004-2005, Orange County received a
total of $247,065 in franchise fees from Time Warner Cable,
Under the proposed Franchise Ordinance/Agreement, cable subscribers in unincorporated
Orange County would see an additional charge on their monthly cable bill in order to amortize
the TWC capital investment associated with achieving PEG access,
RECOMMENDATION(S): The Manager recommends that the BOCC receive the report and
provide feedback and direction to the Cable Advisory Committee and staff.
®t164 _ orl,? ? 4
STATE OF NORTH CAROLINA
ORANGE COUNTY
ORDINANCE 2005 -
17 =IA_ . ? 52
? ,,,?tfj Cato
CABLE TELEVISION FRANCHISE
An Ordinance granting a Franchise to Time Warner Entertainment-Advance/Newhouse
Partnership, a New York general partnership (the "Grantee") to own, operate and maintain a
Cable System in Orange County, North Carolina.
WHEREAS, Orange County, (the "Grantor"), desires to assure the widespread
availability of Cable Services within the County;
WHEREAS, the Grantor has, following reasonable notice, and after consideration,
analysis and deliberation conducted public proceedings, during which proceedings the technical
ability, financial condition, legal qualification and general character of the Grantee were
determined acceptable to receive a renewal of its Franchise;
WHEREAS, the Grantor also has considered and analyzed the plans of the Grantee for
the construction and operation of its Cable System and found the same to be adequate and
feasible in view of the needs and requirements of the area to be served by the Cable System;
WHEREAS, the Grantor, has determined that it is in the best interest of and consistent
with the public convenience and necessity of its residents to grant a Franchise to the Grantee to
operate a Cable System within the County on the terms and conditions hereinafter set forth; and
WHEREAS, the Grantee desires to operate a Cable System consisting of fiber optic and
coaxial cables along state and private right-of-way within the Grantor's, jurisdiction.
NOW, THEREFORE, the parties agree as follows:
Section 1. Nature and Terms of Grant
A. The Grantor hereby grants the Grantee a County-wide Franchise to construct and
operate a Cable System, using owned and/or' leased facilities, which may be
located in state or private Rights-of-Way within its.jurisdiction.
B. Notwithstanding Section IA, the Grantee may, in its sole discretion, elect to lease
fiber optic and coaxial cable and other cable communication facilities from other
communication companies to support the operation of its Cable System.
5
C. The Franchise granted herein is for a temi of fifteen (15) years from the effective
date, of this Franchise, which shall be the date of acceptance by the Grantee of the
Franchise terms, and conditions as set forth in Section 39.
Section 2. Definitions
For the purposes of this Franchise, the following terms, phrases, words, and abbreviations shall
have the following meanings. Words used in the present tense include the future tense, words in
the plural include the singular, and words in a particular gender shall include the other gender.
The words "shall" and "must" are always mandatory and not merely directory.
A, "Access or Public, Education or Government Access" shall mean the availability
of channel capacity on the Cable System for non-commercial public, education or
government use by agencies, institutions, organizations, groups and individuals in the
community, including the Grantor and its designees for the distribution of non-
commercial programming not under the Grantee's editorial control and consistent
with applicable law,.
B. "Affiliate", when used in relation to any Grantee, shall mean another person who
owns or controls, is owned or controlled by, or is under common ownership or control
with, Grantee,
C. "Basic Cable Service" or "Basic Service" shall mean any cable service tier, that
includes the retransmission of local television broadcast signals. This definition shall
be deemed to change consistent with any changes in the definition of this term by the
Federal Communications Commission..
D. "County Board" shall mean the Board of County Commissioners of Orange County,
North Carolina.
E. "Cable Operator" shall mean any person or group of persons who:
1. provide Cable Service over a Cable System and directly or, through one or
more affiliates owns a significant interest in such Cable System, or
2, otherwise control or are responsible for, through any arrangement, the
management and operation of such a Cable System under a Franchise with
the Grantor.
F. "Cable Service" shall mean:
1, The transmission to Customers of (i) video programming, or (ii) other
programming service, and
2. Customer interaction, if any, which is required for the selection or use of
such video programming or other programming services.
6
G. "Cable 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 Service to multiple Customers within a community, but such term does
not include:
1, A facility that serves only to retransmit the television signals of one (1) or
more television broadcast stations;
2. A facility that serves Customers without using any Public Rights-of-Way;
3. A facility of a common carrier which is subject, in whole or in part, to the
provisions of 47 U.S.C. §201-226, except that such facility shall be
considered a Cable System, other than for purposes of 47 U.S.C. §541(c),
to the extent such a facility is used in the transmission of video
programming directly to Customers; and
4. Any facilities of an electric utility used solely for operating its electric
utility system.
H. "Channel" shall mean a portion of the electromagnetic frequency spectrum, which is
capable of delivering both the audio and video portions of a television signal. Such
capability generally requires a bandwidth of 6 MHz.
1. "County" shall mean Orange County.
7. "Customer" shall mean any person or entity lawfully receiving Cable Service from
the Grantee pursuant to this Franchise.
K. "Customer Service Standards" shall mean those standards adopted by the FCC,
which govern the manner in which the Grantee interacts with the public and its
customers.
L. "Education Access" shall mean noncommercial access where local schools are the
designated programmers having editorial control over their programming, which shall
concern their educational functions.
M. "FCC" shall mean the Federal Communications Commission.
N. "Franchise" shall mean an initial authorization, or renewal thereof, (including a
renewal of an authorization which has been granted subject to 47 U.S.C. §546),
issued by the Grantor, whether such authorization is designated as a Franchise,
Ordinance, permit, license, resolution, contract, certificate, agreement, or otherwise,
which authorizes the construction or operation of a Cable System.
7
0. "Franchise Fee" shall mean an annual fee of five percent (5%) of the Grantee's
Gross Revenues paid for Grantor's authorization to construct and operate a Cable
System within its jurisdiction.
P. "Government Access" shall mean noncommercial access where government
institutions or their designees are the primary or designated programmers or users
having editorial control over their programming, which shall concern their
governmental functions.
Q. "Grantee" or "Franchisee" or "Company" shall mean the person, firm, or
corporation to whom a Franchise, as hereinabove defined, is granted by the Grantor
and any lawful successor, transferee or assignee of said person, firm, or corporation.
R. "Gross Revenues" shall mean all revenue received by the Grantee, which is derived
from the operation of the Cable System to provide Cable Service which includes but
is not limited to: fees charged to Customers for Basic Cable Service; fees charged to
Customers for an optional video or audio service; fees charged to Customers for any
tier of video or audio program service other than Basic Cable Service; installation,
disconnection and re-connection fees for the provision of video or audio program
services; leased Channel fees; and equipment rentals and revenues.
Gross Revenues shall also include an allocated portion of revenues received by the
Grantee for the carriage of home shopping channels on the Cable System; marketing,
launch and carriage revenues, which exceed reimbursement for expenses; and
revenues from advertising on the Cable System sold by the Grantee or its agents.. The
allocation shall be a percentage of such revenues determined by dividing the number
of Customers in the Grantor's Franchise area by the total number Customers served
by the Cable System. This sum shall be the basis for computing the fee imposed
pursuant to Section 8A hereof.
The term "Gross Revenues" shall not include: converter or other equipment deposits;
bad debts; any sales, excise or any other taxes collected by the Grantee on behalf of
any state, city or other governmental unit; Franchise Fees; refunds to Customers by
the Grantee; reimbursement for expenses (including late fees, returned check fees,
copy expenses and similar items); or items excluded by local, state or federal law.
Gross Revenues shall be computed in accordance with Generally Accepted
Accounting Principles ("GAAP").
S. "Initial Service Area" shall mean that geographical area within the unincorporated
portions of the County as it exists on the date of acceptance by the Grantee.
T. "Institutional Network" or "I-Net" shall mean capacity on the Cable System used
for the provision of services to the Grantor pursuant to the terns and conditions set
forth in Section 15.
8
U. "Other Communications Services" shall mean any lawful service other than Cable
Service that Cable Operator makes available for purchase.
V. "PEG Access" shall mean Public Access, Education Access and Government Access,
collectively.
W. "Person" shall mean an individual, partnership, limited partnership association,
limited liability company, joint stock company, trust, corporation, or governmental
entity;
X. "Public Access" shall mean access where organizations, groups, or individual
members of the general public are the designated programmers having editorial
control over their programming pursuant to rules promulgated by the Grantor;
Y. "Public Buildings" shall mean public K-12 schools, and buildings owned or leased
by the County for governmental use.
Z. "Public, Education, or Government Access Facilities" shall mean:
1. Channel capacity designated for PEG Access use; and
2. Equipment used for PEG Access.
AA, "Public Rights-of-Way and Rights-of-Way" shall include the surface, the air space
above the surface, and the area below the surface of any public street, avenue,
highway, lane, path, alley, sidewalk, boulevard, drive, bridge, tunnel, park, parkway,
square, viaduct, waterway, greenway, utility easement, and other public property now
or hereafter held by the state which shall entitle the Grantee to the use thereof for the
purpose of installing and maintaining the Grantee's Cable System.
BB. "Reasonable Notice" shall mean fourteen (14) calendar days for all non-financial
related matters and thirty (30) calendar days for financial matters, unless otherwise
specifically defined herein.,
CC. "Residential Customer" shall mean a Customer who lawfully receives Cable
Service in an individual dwelling unit or multiple unit dwelling, where the service is
not to be used in connection with a business, trade or profession.
DD. "Service Tier" shall mean a category of Cable Service provided by a Cable Operator
and for which a separate rate is charged by the Cable Operator.
EE. "Year" shall mean a calendar year.
Section 3. System Capacity
9
Grantee's Cable System is a 750 MHz hybrid fiber coaxial, two way capable system.
Grantee shall install and maintain the Cable System in accordance with industry
standards and shall upgrade the Cable System to meet its business objectives.
Section 4. Service Area
B. If the number of households per mile is less than eighteen (18), the requesting
Customers(s) may obtain service by paying a share of the incremental cost of the
extension as follows:
The Grantee shall pay a share of costs calculated as the fraction derived
from the existing density as calculated above divided by eighteen (18)
homes per mile; requesting Customer(s)' share shall equal the remainder.
For example, if the line extension density is nine (9) homes per mile, the
Grantee shall pay fifty percent (50%) of the extension cost and the
requesting Customer(s) shall pay the remaining fifty percent (50%).
C. Upon receipt of a written request for a Cable Service extension from the Grantor,
the Grantee shall, within thirty (30) days, respond in writing with its calculation
of the density. If the density is less than eighteen (18) homes per mile, the
Grantee shall also provide a fine price good for ninety (90) days reflecting the
proportional share which requesting resident(s) must pay on a cost sharing basis
to obtain Cable Service. Within ninety (90) days from payment of the cost share
by prospective Customer(s) and receipt of all necessary utility permits or other
Right-of-Way permits, the Grantee shall complete the extension of Cable Service.
D. As the household density increases in an area where service is extended on a cost
sharing basis, the Grantee shall, upon request, annually refund a proportionate
share of the Customer(s)' contributions commensurate with the increase in
The Grantee's Service Area shall consist of the unincorporated areas located within the
County as may be amended from time to time as the result of annexation of territory by
incorporated municipalities located within the County.
10
density. Such refunds shall not be due to requesting parties after, two (2) years
from the date of completion of a Cable Service extension.
Section 6. Customer Service Standards
A. Grantee agrees to operate its Cable System in a manner consistent with the FCC
Customer Service Standards.
B. When calling in person on Customers or other residents, all employees or
authorized representatives of the Grantee are required to display an employee
identification card with their name and photograph that can be used for
verification of the representative's relationship with the Grantee. The Grantee's
vehicles shall display the name or identity of the cable company. The Grantee
shall make a reasonable effort to cause its subcontractors' vehicles to be identified
in a like fashion.
C. The Grantee shall be responsible for adopting and implementing Customer
complaint procedures, and for advising Customers of the availability of these
procedures. The procedures shall be designed to resolve Customer complaints in
a timely satisfactory manner; to develop sensitivity and responsiveness to
Customer needs by the Grantee and its management; and to improve the quality
and dependability of services to Customers by the Grantee.
D. The Grantee shall render efficient service, make repairs promptly and interrupt
service only for good cause and for the shortest time possible. Franchise wide
planned interruptions not within the midnight to 6:00 A.M. period, insofar as
possible, shall be preceded by notice to Customers,.
E. Grantee shall upon customer request credit the Customer's accounts for verifiable
outages within its control of twenty-four (24) hours or more for the levels of
service affected by such outage. Credits for outages will be issued no later than
the Customers next billing cycle following the determination that a credit is
warranted.
Section 7. Customer Privacy
In accordance with 47 U.S.C. § 551, the Grantee shall, no less than annually, provide a
privacy notice in the form of a separate written statement to Customers as required by the
provisions of the Act.
Section 8. Compensation, Auditing and Other Payments
A. The Grantee shall pay the Grantor throughout the teen of this Franchise, as
compensation, an annual Franchise Fee of five percent (5%) of the Grantee's
Gross Revenues.
11
B. The Grantee, on an annual basis, shall furnish the Grantor a statement within
ninety (90) days of the close of the calendar year, certified by an official of the
Grantee responsible for the Cable System's financial statements, reflecting the
total amounts of Gross Revenues, and all payments, and computations for the
previous calendar year. Upon ten (10) calendar days prior, written notice, the
Grantor shall have the right to conduct an independent audit of the Grantee's
records for the most recent sixty (60) months to determine whether proper
Franchise Fees have been paid. If, after resolving any dispute arising from such
audit, the Grantee has made a Franchise Fee underpayment of three percent
(3.0%) or more, the Grantee shall reimburse the Grantor for all reasonable costs
actually expended in conducting any such audit. In other events, the Grantor shall
bear all costs and fees, associated with any such audit.
C. All of the Grantee's books and records concerning its Gross Revenues and its
calculation of payments to the Grantor, shall be available for inspection by an
appropriate officer of the Grantor, or its designee, at reasonable times to
determine the amount of compensation due to the Grantor from the Grantee under
this Franchise. Such records shall be kept so as to accurately show the same. The
Grantee shall prepare and make available to the Grantor at times reasonably
requested by the Grantor and in the form prescribed by the Grantor after
consultation with the Grantee, such reports with respect to its Cable System, and
the Gross Revenues derived there from, as the Grantor may deem reasonably
necessary or appropriate.
D. In the event the Grantee makes an underpayment or in the event the Grantee fails
to make any payment on or before the date it is due, the Grantee shall pay interest
at a rate of one percent (1%) per month on any such under payment and/or late
payment.
E. Consistent with federal requirements, the Grantee shall file no less frequently than
annually any tariffs, amendments, or modifications affecting the sale of its
services and Customer terminal equipment and shall provide written notification
to the Grantor within thirty (30) days of any proposed changes. The Grantee shall
provide notice to the Grantor of all filings, reports and petitions to local, state, or
federal regulatory agencies concerning the Franchise, which are required by 47
CFR § 76,1700 of the FCC's rules to be maintained in the Grantee's public
inspection file. Upon request, the Grantee shall provide copies of'said filings to
the Grantor..
Section 9. Franchise - Not Exclusive
A. This Franchise is not exclusive. The Grantor reserves the right to grant
Franchises to other persons, as well as the right in its own name, to operate a
Cable System for similar or different purposes allowed the Grantee hereunder.
12
B. The material terms, provisions and conditions of any Franchise granted to third
parties by the Grantor shall conform with federal and state law related to cable
television and shall be non-discriminatory. Material terms, provisions and
conditions shall include at a minimum, those relating to Franchise Fees, PEG
Access support in any form or manner provided, the provision of Institutional
Networks, liquidated damages, insurance, bonds, letters of credit and similar
instruments, reports, Customer Service Standards, computation of Gross
Revenues, service area, service to public buildings, build out requirements,
Rights-of-Way use conditions and inspection requirements. Construction may be
phased in over a reasonable period of time pursuant to federal law.
Section 10. No-Waiver
A, The failure of the Grantor or the Grantee, upon one or more occasions, to exercise
a right or to require compliance or performance under this Franchise or any
applicable law shall not be deemed to constitute a waiver of such right or a waiver
of compliance or performance, unless such right has been specifically waived in
writing.
B. Waiver of a particular breach of this Franchise shall not be construed as a waiver
of any other breach. No provision of this Franchise shall operate as a waiver by
the Grantor or the Grantee of any right guaranteed by the federal or state
constitutions or other applicable law.
Section 11. Regulation
A. The Grantor shall be vested with the power and authority to reasonably regulate
the exercise of the privileges permitted by this Franchise in the public interest.
Any failure by the Grantor to promptly enforce compliance with this Franchise in
accordance with federal, state and local laws and ordinances shall not relieve the
Grantee of its obligation to comply with any provision of this Franchise.
B. The Grantee's rights, pursuant to the Communications Act of 1934, as amended,
the U.S. Constitution, the Constitution and laws of North Carolina, or any other
subsequently adopted federal or state law, shall not be abrogated or otherwise
limited by the Grantor.
C. Following Reasonable Notice, the Grantor reserves the right to inspect the
installation and maintenance of the Cable System.
D. The Grantee shall comply with all current federal and state regulations, applicable
to its Cable System, such as the National Electrical Code and National Electrical
Safety Code and generally applicable nondiscriminatory local regulations such as
traffic safety/lane closure rules and construction requirements promulgated by the
Grantor.
13
Section 12. Public Rights-of=Way Use Conditions
A. The Grantor reserves the right, upon Reasonable Notice, to require the Grantee at
its expense to protect, support, temporarily disconnect, relocate or remove from
the Public Rights-of-Way any property of the Grantee by reason of traffic
conditions, public safety, street construction or excavation, change or
establishment of street grade, installation of sewers, drains, water pipes, power or
communication lines, or other types of structure or improvements by
governmental agencies for governmental purposes. Reasonable Notice for
purposes of this Section shall be construed to mean at least ninety (90) days,
except in the case of emergencies where no specific notice period shall be
required., The Grantor shall endeavor to notify and seek comment from the
Grantee, with respect to minimizing disruption to the Cable System, where public
works projects may affect the Grantee's Cable System. In the event Grantor
reimburses any other' user of the right of way for such relocation, Grantee shall be
similarly reimbursed.
B. The Grantee shall relocate its facilities and appliances that are in conflict with
County or state projects to upgrade or construct roadways, or other public
infrastructure in accordance with the governing law regarding reimbursement of
such expenses by the state.
C. Whenever a Public Right-of-Way exists to accommodate the Grantee's Cable
system, the Grantee shall make every effort to locate its facilities, other than
Customer drops, within the Grantor's Rights-of-Way, unless there are legitimate
legal, technical, operational, or economic reasons to do otherwise.
D. The Grantee shall adhere to all federal, state and generally applicable
nondiscriminatory local regulations regarding the location, construction, and
maintenance of its facilities within the Public Rights-of-Way. The Grantee shall
take reasonable preventative measures to protect existing facilities within the
Public Rights-of=Way.
E. The Grantee shall restore and replace landscaped areas within the Public Right-of
Way, pavement, pedestrian lighting, sidewalks, curbs, gutters or other facilities
damaged by the Grantee or its contractors with like material to their' former
condition at the Grantee's expense, and shall thereafter, from time to time, but no
longer than one (1) year from the completion of the job, readjust, fill and finish
the same as may be necessary due to settling of the earth associated with the
Grantee's disruption of the Public Rights-of-Way.
Section 13. Initial and Continuing Tests
A. The Grantee, shall perform all tests necessary to demonstrate compliance with the
requirements of 47 CY R §76, subpart K. All tests shall be conducted in
accordance with the FCC's rules at the Grantee's expense.
14
B. Upon request, the Grantor shall be provided maps designating the location of
Grantees cable plant (strand) in the Public Rights-of-Way. Such maps should
designate the location of the Grantee's facilities in a mutually acceptable form.
rovisions
igital channel on the Cable System
shall continue to provide the PEG
oring communities for so long as
mmnities located in the County.
channel, the Grantee shall make
se customers who do not have a
box in order to view the access
Said box shall permit the viewing
s channel. If a customer who has
later wishes to order an additional
ntee may charge the customer its
11 install the equipment
. If any equipment set
o normal wear and tear,
anent. ! Grantor shall be
equipment and Grantee
not been maintained in
by maintenance records
D. Programs telecast on the PEG Access channels shall be locally produced and
noncommercial in nature. Program material to be distributed on PEG Access
channels shall contain no advertising or commercial content for which
consideration of any kind is received directly or indirectly by the Grantor or by
the producer or distr'ibutor' of a program. The Grantor may not enter into a lease,
license, contract or arrangement of any kind whereby the Grantor or its designee
allows or requires any Person to program all or part of a PEG Access channel in
exchange for consideration of any kind,
15
Section 15. Institutional Network Provisions
A. So long as the Grantee offers a high-speed cable modem service, the Grantee shall
provide such service to the Grantor, upon request, at (1) a price equal to that
which the Grantee charges its most favored commercial customer in the Raleigh
Division for the same level of service or (2) at a twenty percent (20%) discount
off the applicable commercial rate in the Raleigh Division, whichever rate is most
beneficial to the Grantor. Any rate charged to the Grantor based upon the most
favored commercial customer rate shall become effective not more than sixty (60)
days from the date that the Grantee has entered into a contract with the most
favored commercial customer in the Raleigh Division. The twenty percent (20%)
discount shall not be treated as a franchise related cost in accordance with the
Federal Communications Commission rate regulation procedures. Support by the
Grantee of the Grantor's Institutional Network needs shall be negotiated in a
separate agreement.
Section 16. Transfer of Ownership or Control
A. Any Franchise granted hereunder cannot be sold, transferred, leased, assigned or
disposed of, including but not limited to, by force or voluntary sale, merger,
consolidation, receivership or other means without the prior consent of the
Grantor, which shall not be unreasonably withheld, provided that the Grantee may
transfer the Franchise to an entity under common control with the Grantee without
such consent, but notice thereof shall be provided to the Grantor.
B. The Grantee shall promptly notify the Grantor of any actual or proposed change
in or transfer of, or acquisition by any other party of control of the Grantee., The
word "control" as used herein is not limited to major stockholders, but includes
actual working control in whatever manner exercised. There shall be a rebuttable
presumption of a transfer of control upon the disposal by the Grantee, directly or
indirectly, by gift, assignment, voluntary sale, merger, consolidation or otherwise,
of twenty-five percent (25%) or more, at one time, of the ownership or controlling
interest in the Cable System. The Grantor shall exercise its power to approve a
transfer of ownership or control in a manner consistent with Section 617 of the
Communications Act (47 U.S.G §537).
C. For the purpose of determining whether it shall consent to such change, transfer or
acquisition of control, the Grantor may inquire into the legal, financial, and
technical qualifications of the prospective controlling party. Consent shall not be
unreasonably withheld.
16
D. The Grantor agrees that any financial institution having a pledge of the Franchise
or its assets for the advancement of money for the construction and/or operation
of the Franchise shall have the right to notify the Grantor that it or a designee
satisfactory to the Grantor will take control and operate the Cable System..
Further, said financial institution shall also submit a plan for such operation that
will insure continued service and compliance with all Franchise obligations
during the term the financial institution exercises control over the Cable System..
The financial institution shall not exercise control over the Cable System for a
period exceeding one (1) year, unless extended by the Grantor and during said
period of time it shall have the right to petition for transfer of the Franchise to
another Grantee as provided in this Section,.
E. The consent or approval of the Grantor to any transfer of control of the Grantee
shall not constitute a waiver or release of the rights of the Grantor and any
transfer shall, by its terms, be expressly subject to the terms and conditions of this
Franchise. Grantee's consent to this Section is not intended to operate as a waiver
of its rights under federal or state law,
F. Any approval by the Grantor of transfer of ownership or control shall be
contingent upon the prospective franchisee accepting all the duties and
responsibilities of this Franchise.
Section 17. Force Majeure
In the event the Grantee's performance of any of the terms, conditions, obligations or
requirements of this Franchise is prevented or impaired due to any cause beyond its
reasonable control or not reasonably foreseeable, such inability to perform shall be
deemed to be excused and no penalties or sanctions shall be imposed as a result thereof,
provided the Grantee provides notice to the Grantor in writing within thirty (30) calendar
days of the Grantee's discovery of the occurrence of such an event or within thirty (30)
calendar days of the Grantor's notice to the Grantee of a failure to perform occasioned by
such cause, which notice explains the circumstances. Such causes beyond the Grantee's
reasonable control or not reasonably foreseeable shall include, but shall not be limited to,
acts of God, terrorist attacks, civil emergencies and labor unrest or strikes, untimely
delivery of equipment, inability of the Grantee to obtain access to property easements,
Rights-of-Way and inability of the Grantee to secure all necessary permits to utilize poles
and conduits so long as the Grantee utilizes due diligence to obtain said permits in a
timely fashion.
Section 18. Remedies
A. In addition to any other rights set out elsewhere in this Franchise, the Grantor
reserves the right to declare a forfeiture of this Franchise, and all of the Grantee's
rights arising hereunder, in the event that:
17
the Grantee is found to have violated any material provision of this
Franchise; or
2, the Grantee is found by a court of competent jurisdiction to have practiced
any fraud or deceit upon the Grantor.
B. The Grantor shall give the Grantee thirty (30) calendar days written notice of its
intent to exercise its rights under this Section, stating the reasons for such action.
If the Grantee cures the problem within the thirty (30) day notice period, or if the
Grantee initiates substantial effort to remedy the stated problem, and the efforts
continue in good faith, then the Grantor shall not have the right to declare a
breach of the Franchise. If the Grantee fails to cure the stated violation within the
thirty (30) day notice period, or if the Grantee does not undertake commercially
reasonable efforts to remedy the violation, then the Grantor, upon thirty (30)
calendar days notice to the Grantee, shall schedule a public hearing to review the
facts and determine whether there is a basis to declare a forfeiture of this
Franchise. At such hearing, the Grantee shall have the right to be heard and
present evidence in a fashion consistent with the rules of evidence and standards
governing.judicial proceedings. The Grantor shall have the burden of proof. The
Grantor shall issue a written decision, based on the evidence in the record, setting
forth its findings of fact and conclusions of law. The Grantee shall have the right
to appeal any such decision with respect to errors of fact or law to a court of
competent jurisdiction.
Section 19. Expiration and Renewal
Applicable state and federal law shall govern renewal of this Franchise.
Section 20. Forum for Litigation
Any litigation between the Grantor and the Grantee arising under or regarding this
Franchise shall occur, if in the state courts, in Orange County Superior or District Court
having jurisdiction thereof, or if in the federal courts, in the United States District Court
for the Middle District of North Carolina.
Section 21. Notice
Any notice required under this Franchise shall be sufficient if in writing and (1) delivered
personally to the following addressee; or (2) deposited in the United States Mail, postage
prepaid, certified mail, return receipt requested; or (3) delivered by a reputable overnight
courier service addressed as follows, or to such other address as the receiving party
hereafter shall specify in writing:
To the Grantor: County Manager; Orange County; PO Box 8181,
Hillsborough, NC 27278
18
2, To the Grantee: Division President; Time Warner Cable,
PO Box 568; 101 Innovation Avenue 4100; Morrisville, NC 27560-0568
With a copy to:
Division Vice President for Government and Public Affairs; Time Warner
Cable; PO Box 568; 101 Innovation Avenue #100; Morrisville, NC
27560-0568
Section 22. Severability
If any Section, subsection, sentence, clause, phrase, or other portion of this Franchise is,
for any reason, declared invalid, in whole or in part, by any court, agency, commission,
legislative body, or other authority of competent jurisdiction, such portion shall be
deemed a separate, distinct, and independent portion. Such declaration shall not affect the
validity of the remaining portions hereof, which other portions shall continue in full force
and effect.
Section 23. Non-Discrimination
The Grantee shall not discriminate in any manner on the basis of factors prohibited by
law.
Section 24. Non-Divestiture
This Franchise shall not divest the Grantor of any right or interest it may hold in any
Public Rights-of-Way.
Section 25. Performance Bond or Letter of Credit
A. Within thirty (30) calendar days following the award of the Franchise, the Grantee
shall deposit with the Grantor a letter of credit or bond from a financial
institution, approved by the Grantor's Finance Director or designated
representative, in the amount of $10,000 if the Grantor has up to 999 Customers,
$25,000 if the Grantor has 1000 to 3,999 Customers, and $50,000 if the Grantor
has over 4,000 Customers. The Grantor's attorney shall approve the form and
content of the letter, that approval shall not be unreasonably withheld. The letter
of credit or bond shall be used to insure the faithful performance of the Grantee of
all provisions of the Franchise, and compliance with all orders, permits and
directions of any agency, commission, board, department, division or office of the
Grantor exercising, jurisdiction over the Grantee's acts or defaults, and payment by
the Grantee of any penalties, claims, liens, liquidated damages, fees due the
Grantor.
B. If the Grantee fails to pay to the Grantor any compensation, not in dispute, due the
Grantor within the time fixed herein; or fails, after thirty (30) calendar days notice
19
to pay to the Grantor any penalties, claims, liens, liquidated damages, fees due the
Grantor, such failure by the Grantee can be remedied by demand on the letter of
credit The Grantor may immediately request payment of the amount due from
the letter of credit or bond. Upon such request for payment, the Grantor shall
notify the Grantee of the amount and date thereof.
C. The letter of credit or bond shall be maintained at the amount indicated in Section
25A above during the entire term of the Franchise unless modified in accordance
with the procedures provided for in Section 34 of this Franchise. In the event that
amounts are withdrawn pursuant to this Section, the Grantee, shall take any
required action to restore the letter of credit or bond to the original amount within
ten (10) business days of notification by the Grantor of its withdrawal against the
letter of credit.
D. The rights reserved to the Grantor with respect to the letter of credit or bond are in
addition to all other rights of the Grantor, whether reserved by the Franchise, or
authorized by law, and no action, proceeding or exercise of a right with respect to
such a letter shall affect any other right the Grantor may have.
E. The letter of credit or bond shall contain the following endorsement:
"It is hereby understood and agreed that this letter of credit shall
not be canceled by the surety nor the intention not to renew be
stated by the surety until thirty (30) calendar days after receipt by
the Grantor, by registered mail, of a written notice of such an
intention to cancel or not to renew."
F. The Grantee shall renew the letter of credit or bond not less than thirty (30)
calendar days prior to its expiration and provide a copy of the renewal to the
Grantor. Failure to comply with this provision shall entitle the Grantor to draw
down the letter of credit or bond in its entirety.
Section 26. Remedies - Liquidated Damages
A. Because the Grantee's failure to comply with provisions of this Franchise will
result in injury to the Grantor, and because it will be difficult to estimate the
extent of such injury, the Grantor and the Grantee hereby agree to the following
liquidated damages, which represent both parties' best estimate of the damages
resulting from the specified injury
L For failure to extend service in accordance with Section 4: one hundred
dollars ($100.00) for each day such offense continues.
2. For failure to submit reports, records and provide documents or
information: a one time fee of two hundred fifty dollars ($250,00) for each
offense.
20
3. For failure to comply with transfer provisions: a one time fee of twenty-
five hundred dollars ($2,500.00) for each offense; and
4. For failure to comply with any material provision herein for which a
penalty is not otherwise specifically provided: a one time fee of two
hundred fifty dollars ($250.00) for each offense.
B. Whenever the County finds that Grantee has allegedly violated one or more
material terms, conditions or provisions of the Franchise, a written notice shall be
given to Grantee. The written notice shall describe in reasonable detail the
alleged material violation so as to afford the Grantee an opportunity to remedy the
violation. Grantee shall have 30 days subsequent to receipt of the notice in which
to correct the material violation. Grantee may, within 10 days of receipt of notice,
notify the County that there is a dispute as to whether a material violation or
failure has, in fact, occurred. Such notice by Grantee shall specify with
particularity the matters disputed by Grantee and shall stay the running of the
above-described time.
1. County shall hear Grantee's dispute at the next regularly scheduled or
specially scheduled Commissioners' meeting, Grantee shall have the right
to examine witnesses and appear and present its side of the dispute to the
County Board. The County shall determine if Grantee has committed a
violation and shall make written findings of fact relative to its
determination.,
2. If after hearing the dispute, the claim is upheld by the County, then
Grantee shall have 30 days within which to remedy the violation before
the County may require payment of liquidated damages.
3, The time for Grantee to correct any alleged violation shall be extended by
the County if the necessary action to correct the alleged violation is of
such a nature or character as to require more than 30 days within which to
perform provided Grantee commences corrective action within 15 days
and thereafter exercises due diligence to correct the violation. No
liquidated damages will be assessed for a violation period that has existed
prior to the expiration of the period set by the Grantor herein for
correcting the defect.
C. Consistent with Section 17, the Grantor shall stay or waive the imposition of any
liquidated damages set forth herein upon a finding that any failure or delay is the
result of an act of God or due to circumstances beyond the reasonable control of
the Grantee.
Section 27. Remedies - Election
21
The exercise of one remedy shall not foreclose use of another, nor shall it relieve the
Grantee of its obligations to comply with the Franchise. Remedies may be used singly or
in combination; in addition, the Grantor may exercise any rights it has under applicable
law. In no event shall the election of remedies result in a double recovery by the
Grantor..
Section 28. Books and Records - Inspection
A. The Grantor may inspect the books, records, maps, plans, and other documents,
including financial documents, in the control or possession of the Grantee, to
evaluate compliance with the Franchise. The material shall be made available at
the Grantee's facilities unless the Grantee agrees to make inspection available at
some other place. Material that the Grantor requires the Grantee to produce under
this Section shall be produced upon written notice, no later than thirty (30)
calendar days after the request for production. Requests for extensions of time to
respond shall not be unreasonably denied.
B. The Grantee may request that the Grantor, treat any books, records, maps, plans
and other documents of the Grantee containing trade secrets or proprietary
information as confidential under the North Carolina Public Records Law. To the
extent authorized by the Public Records Law and other applicable state and
federal law, the Grantor shall maintain the confidentiality of information
designated "proprietary" by the Grantee. Should the Grantor receive a request to
review the Grantee's records or books under the North Carolina Public Records
Law, it will promptly notify the Grantee and provide an opportunity for the
Grantee to raise an objection, demonstrate why the requested information is
proprietary and, if necessary, seek a court order to protect its proprietary
information. However, any action taken by the Grantee to protect its records or
information shall be done at no cost or liability to the Grantor. Further, Grantor
agrees to cooperate with Grantee to ensure the non-disclosure of information
Grantee deems confidential or competitively sensitive.
C. The Grantor shall provide prompt notice of additions or deletions to its boundaries
to the Grantee. To determine whether, the Grantee is remitting Franchise Fees
based upon revenues received from its customer(s) to the proper franchising
authority, the Grantee shall cooperate with the Grantor by providing such
information as it has reasonably available regarding its customers' addresses
consistent with 47 U.S.C. §551.
Section 29. Inspection of Cable System
Upon Reasonable Notice, Grantor may inspect the distribution facilities and equipment of
the Cable System. If, based on Customer complaints m its own investigation, the Grantor
finds that the Cable System's operation is out of compliance with the Franchise or
applicable federal rules, it may require the Grantee to perform tests, prepare a report and
present to the Grantor the results of those tests. The Grantee shall identify any problem
22
found, advise the Grantor of the remedy it intends to pursue to correct the problem, the
action to remedy the problem, and provide copies of test data to show that the problem
has been corrected.
Section 30. Books and Records - Reports
The Grantee shall provide the following to the Grantor:
A. A quarterly Franchise Fee report that itemizes revenues received.
B. Within ninety (90) calendar days after the close of the Grantee's fiscal year, a
written annual report setting forth Gross Revenues received by category for said
fiscal year certified by an official of the Grantee. Upon request of the Grantor the
Grantee shall furnish to the Grantor a copy of the most recent annual report,
including a financial statement, of the Grantee or its parent entity..
C, A copy of any notice of deficiency, forfeiture, or other document issued by any
state or federal agency which has instituted any investigation or civil or criminal
proceeding naming the Cable System, the Grantee, or any operator of the Cable
System, to the extent the same may affect or bear on the operations of the
Grantee's Cable System.
D. A copy of any request for protection under bankruptcy laws, or any judgment
related to a declaration of bankruptcy by the Grantee, any affiliate that controls or
manages the Grantee, or any operator of the Cable System.
Section 31. Insurance
A, Within thirty (30) calendar days after the effective date of the Franchise, the
Grantee shall provide proof of the required insurance. The Grantee shall maintain
this insurance throughout the Franchise term. Insurance shall include, in amounts
not less than those indicated herein:
1, Worker's compensation coverage for all employees with statutory limits in
compliance with applicable state and federal laws. The policy shall
include employers' liability with a limit of five-hundred thousand dollars
($500,000) for each accident;
2. Comprehensive general liability with a minimum limit of two million
dollars ($2,000,000) per occurrence [four million ($4,000,000) aggregate]
combined single limit for bodily injury liability and property damage
liability. This shall include premises and/or operations, independent
contractors, and subcontractors and/or completed operations, broad form
property damage, XCU coverage, and a contractual liability endorsement;
and,
23
3. Business auto policy shall have minimum limits of one million dollars
($1,000,000) per occurrence combined single limit for bodily injury
liability and property damage liability. This shall include owned vehicles,
hired and non-owned vehicles.
4. An umbrella policy that shall have minimum limits of five million dollars
($5,000,000) per occurrence.
B, Copies of such insurance policies (or certificates of insurance) shall be filed with
the Grantor.
C. The Grantor shall be named as an additional insured as its interests may appear.
Section 32. Emergency Alert System Participation
The Grantee shall install and maintain an emergency alert system [EAS] pursuant to
FCC's rules and the North Carolina Emergency Alert System Plan.
Section 33. Service to Public Buildings
The Grantee shall, upon request, provide on one outlet, Cable Service to Public Buildings
located within one hundred twenty-five feet (125') of the closest useable activated point
on the Grantee's existing Cable System and capable of aerial installation; provided,
however, if adequate underground conduit is provided by the requesting public agency,
the Grantee shall, upon request, provide Cable Service to Public Buildings within two
hundred fifty feet (250') from the closest useable activated point on the Grantee's Cable
System; provided however, the Grantee shall not be required to provide internal wiring,
distribution lines or facilities other than to a demarcation point for video or data
distribution internal to the Public Building. All charges for installation and provision of
Cable Services to such Public Buildings shall be at the Grantee's then current rates;
provided, however, that a single, free Basic Service tier outlet shall be provided to those
locations listed on Exhibit B. To the extent services are provided to Public Buildings,
neither the Grantor nor any other person may resell such services. Nor shall any person,
organization or other entity receiving free or reduced cost services or connections, extend
such service or connection to other persons or locations without written approval by the
Grantee.
Section 34. Periodic Evaluation, Review and Modification.
A. The Grantor and the Grantee acknowledge and agree that the field of cable
television is a relatively new and rapidly changing one which may see many
regulatory, technical, financial, marketing and legal changes during the term of
this Franchise. Therefore, in order to provide for the maximum degree of
flexibility in this Franchise, and to help achieve an advanced and modern Cable
System, the following evaluation and review provisions will apply:
24
1. The Grantor or the Grantee may, upon thirty (30) days notice, request
evaluation and review sessions at any time during the term of this
Franchise and the other party shall cooperate in such review and
evaluation; provided, however, there shall not be more than one (1)
evaluation and review session during any year,.
2. Topics which may be discussed at any evaluation and review session
include, but are not limited to, rates, Channel capacity, the Cable System
performance, PEG Access, municipal uses of cable, Customer complaints,
judicial rulings, FCC rulings and any other topics the Grantor or the
Grantee may deem relevant.
3. During an evaluation and review session, the Grantee shall cooperate fully
with the Grantor and shall provide without cost such reasonable
information and documents prepared by Grantee in the ordinary course of
business as the Grantor may request to perform the evaluation and review.
4. If at any time during the evaluation and review the Grantor reasonably
believes that the technical performance of the Cable System violates the
terms of this Franchise, the Grantor may require the Grantee, at the
Grantee's expense, to perform appropriate tests and analyses directed
toward such suspected technical inadequacies. In making such request,
the Grantor shall describe and identify as specifically as possible the
nature of the problem and the type of test the Grantor believes to be
appropriate. The Grantee shall cooperate fully with the Grantor in
performing such tests and shall report to the Grantor the results of the
tests, which shall include:
a. A description of the problem in the Cable System performance that
precipitated the special tests;
b. The Cable System component tested;
C, The equipment used and procedures employed in testing;
d. The method, if any, by which the Cable System performance
problem was resolved; and
C. Any other information pertinent to said tests and analyses.
5. As a result of an evaluation and review session, the Grantor or the Grantee
may determine that a change to the Cable System or in the terms of the
Franchise may be appropriate. In that event, either the Grantor or the
Grantee may propose modifications to the Cable System or the Franchise.
The Grantee and the Grantor shall, in good faith, review the terms of the
25
proposed change or any proposed amendment to this Franchise and seek to
reach agreement on such change or amendment.
B. The Grantor and the Grantee shall act in good faith during such negotiations and
shall be obligated to agree to the reasonable requests of' the other party for
changes in the Cable System or amendment to the Franchise when the change or
amendment is not inconsistent with the other terms of the Franchise, or with
applicable law or regulations, and the change or amendment is technically
feasible, economically reasonable and will not result in a material alteration of the
rights and duties of the parties under the Franchise.
Section 35. Reservation of Rights
Notwithstanding any other provision of this Franchise, the Grantor and the Grantee
reserve all rights that they may possess under the law unless expressly waived herein.
Section 36. Right to Purchase
Grantor shall have the right to purchase the Cable System in accordance with the
provisions of 47 U.S.C. §547.
Section 37. Entire Agreement
This Agreement is a binding contract between the parties hereto and may be modified
upon agreement of the parties pursuant to a written agreement or amendment acknowledged by
both parties. Neither party has the right to unilaterally amend or alter the obligations of the other
party. In the event of a conflict between the provisions of this Agreement and the Orange
County Cable Television System Ordinance, the provisions of this Agreement shall control.
Section 38. Grant
This Franchise is awarded to Time Warner Entertainment-Advance/Newhouse
Partnership pursuant and subject to the conditions and requirements hereof and applicable
federal, state and generally applicable nondiscriminatory local laws. This Franchise bestows
upon the Grantee the authority to construct, maintain and operate a Cable System, utilizing the
Public Rights-of-Way, to offer Cable Services and Other Communications Services within the
County.
Passed on First Reading
Passed and Adopted on
Second Reading
26
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed,
ATTEST: ORANGE COUNTY BOARD OF COMMISSIONERS
BY: BY:
Clerk Chair of Board of Commissioners
APPROVED AS TO FORM
BY:
Attorney
27
Section 39. Acceptance by the Company
This Franchise and all of its terms and provisions shall be accepted by the Grantee in
writing in the form hereinafter set forth within thirty (30) days of the grant of this Franchise by
the County Board and when accepted shall be filed with the Grantor's Cleric who shall record the
same in the Book of Ordinances. Such written acceptance may be upon or at the end of a copy
of this Ordinance and it shall state and express the acceptance of the said Franchise and its terms,
conditions, and provisions; and the Grantee shall agree in said written acceptance to abide by, to
observe and to perform the same according to al of its terms and provisions, subject to applicable
state and federal law, and shall declare that statements and recitals contained on said Franchise
are correct and that it has made and does make the agreements and statements set forth in this
Franchise. Acceptance herein referred to shall be in the following form:
The undersigned, Thomas Adams, in his capacity as President of the Raleigh Division of
Time Warner Entertainment-Advance/Newhouse Partnership, does hereby accept and approve
the foregoing and attached Franchise and all of its terms and conditions; and in consideration of
the benefits and privileges granted to it does hereby agree to abide by, carry out, observe, and
perform all of the obligations and things provided to be carried out and performed by it in said
Franchise approved by the County Board, subject to applicable state and federal law.
This the day of 2005.
Thomas Adams, President
Raleigh Division of Time Warner Entertainment-Advance/Newhouse Partnership
STATE OF NORTH CAROLINA )
1 ss.
COUNTY OF WAKE
On the day of , 2005 before me a Notary Public in and for
the County and State aforesaid, personally appeared Thomas Adams, the President,
Raleigh Division of Time Warner Entertainment-Advance/Newhouse Partnership and on
behalf of said Company, acknowledges the signing and execution of the foregoing
instrument.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed by
notarial seal on the day and year first above written.
Notary Public
My commission expires:
28
EXHIBIT A
EQUIPMENT PROPOSAL FOR EACH OF THE
TWO SITES REFERENCED IN SECTION 13
QTY Manufacturer/description
03 Hitachi HVD30 compact 1/3" CCD color cam
03 Hitachi T16X5,5DAR11 lens with remote zoom/focus
03 Hitachi (Eagle) PT-50G light duty pan/tilt heads
03 Hitachi PT-CCB-50 Cam control tip
01 Hitachi PT-PS-T2 24DC power supply w/ 4 outputs @ 3 amps each
01 Hitachi PT-T2 power and network control splitter
01 Hitachi (Eagle) PT-C pan/tilt controller w/dual joysticks
03 Hitachi PT-WM-S small indoor wall mounts for robotic heads
01 Hitachi Eagle PT-T55 touch screen controller
01 Data Video SE-800AV 4 input switcher w/ frame sync
01 JVC SR-V101U recorder player
01 Sony PVM14L2 13" color preview monitor
01 Sony PVM 141-2 13"
02 JVC 10" multipurpose color monitors for CG PVW and record units
01 CSI#1290 Scan do scan converter for computer input to system
03 Panasonic WV-BM990 black & white monitors
03 Kramer PT 102V Video DA w/EQ
01 Kramer 104L 1X4 video DA
01 RDL RU-DA4D 1X8 Audio DA
01 Focus Enhancements Character Generator
01 Middle Atlantic racks with locking doors, shelving units and threaded rails
9/1/2005
29
In the event any of the above-referenced equipment is no longer available, Grantee may
substitute the make and/or model of any identified item with a similar item of the same
quality,
9/1/2005
30
EXHIBIT B
Public Facilities To Receive Free Basic Cable Service
The listing of the locations designated below does not exclude the addition of additional
locations during the term of the Franchise, consistent with the provisions of Section 33.
Site Name Location/Address
Southern Human Services Center 2501 Homestead Road; Chapel Hill
New County Courthouse 106 East Margaret Lane; Hillsborough
Government Services Center 200 South Cameron Street; Hillsborough
Government Services Annex 208 South Cameron Street; Hillsborough
Whitted Complex 300 West Tryon St.; Hillsborough
Solid Waste 1099 Martin Luther King, Jr. Blvd; Chapel Hill
Chapel Hill Senior Center 400 S. Elliott Rd; Chapel Hill
Central Orange Senior Center 515 Meadowlands Drive, Ste, 500; Hillsborough
Planning & Agriculture Building 306-E Revere Road; Cooperative Extension Food
Lab; Hillsborough
Skills Development Center 503 West Franklin Street; Chapel Hill
Court Street Annex 110 East King Street; Hillsborough
Purchasing & Central Services 129 East King Street; Hillsborough
Emergency Management Services New Hope Church Road; Chapel Hill
Pathways Elementary 431 Strouds Creek Road
Hillsborough, NC 27278
Orange High School 500 Orange High School Road
Hillsborough, NC 27278
CW Stanford 308 Orange High Rd
Hillsborough, NC 27278
Efland Cheeks Elementary 4401 Fuller Road
Efland, NC 27243
Central Elementary 154 Hayes St
Hillsborough, NC 27278
Hillsborough Elementary 402 North Nash Street
Hillsborough, NC 27278
Cameron Park Elementary 240 St. Mary's Road
Hillsborough, NC 27278
AL Stanback Middle School 3700 NC #86 South
Hillsborough, NC 27278
New Hope Elementary 1900 New Hope Church Road
Chapel Hill, NC 27514
Cedar Ridge High School 1125 New Grady Brown Road
Hillsborough, NC 27278
Grady A Brown Elementary 1100 New Grady Brown Road
Hillsborough, NC 27278
Orange County Schools Central
Administrative Office 200 E. King St.
Hillsborough, NC 27278
9/ 1 /2005