1997-10 Adelphia Cable TV Franchise
ORDINANCE NO. 10-97
AN ORDINANCE OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM
BEACH, FLORIDA, ACCEPTING AND ADOPTING A CABLE TELEVISION FRANCHISE
AGREEMENT ATTACHED AS EXHIBIT A BETWEEN THE VILLAGE OF NORTH PALM
BEACH AND SOUTHEAST FLORIDA CABLE, INC., D/B/A ADELPHIA CABLE
COMMUNICATIONS, FOR THE PROVISION OF CABLE TELEVISION SERVICES
INCLUDING THF. OPERATION AND MAINTENANCE OF THE CABLE TELEVISION
SYSTEM IN THE VILLAGE OF NORTH PALM BEACH, FLORIDA; PROVIDING FOR
SEVERABILITY; PROVIDING FOR THE REPEAL OF ALL ORDINANCES OR PARTS
OF ORDINANCES IN CONFLICT THEREWITH; AND, PROVIDING FOR AN
• EFFECTIVE DATE.
WHEREAS, pursuant to the Communications Act of 1934, as
amended, 47 USC §§ 521 et sea., the Village may grant or renew a
franchise to construct, operate and maintain a cable television
system, and;
WHEREAS, Adelphia desires to renew its franchise to
construct, instal]., maintain, and operate a cable system in the
Village, and has applied to the Village for. a renewal of such
franchise, and;
WHEREAS, the construction, installation, maintenance, and
operation of such a system involves the use and occupation of the
Streets of the Village, over which the Village exercises
• governmental control, and;
• WHEREAS, the Village Council has evaluated Adelphia's
application in light of the requirements of federal and state law,
and has conducted a public hearing concerning Adelphia's renewal
request and renewal application, and;
WHEREAS, the Village Council has relied on Adelphia's
representations and has considered all information presented to it
by Adelphia, the Village's staff, the Village's consultants, and
the public, and;
WHEREAS, based on said representations and information,
the Council has determined that a renewal of Adelphia's
nonexclusive franchise to construct, install, maintain and operate
• a cable system in the Village, subject to the terms and conditions
set forth herein and in the franchise Agreement, incorporated
herein as Exhibit A, is consistent with the public interest, and;
WHEREAS, the Village and Adelphia have reached agreement
on the terms and conditions of such a franchise agreement, and;
WHEREAS, approval of the franchise Agreement, attached
hereto as Exhibit A, between Adelphia and the Village of North Palm
Beach is in the best interest of the Village of North Palm Beach,
Florida.
BE IT ORDAINED BY THE VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDA:
Section 1. That pursuant to ~ 47 USC 546, the Franchise
Agreement attached hereto as Exhibit A, between Adelphia and the
• Village of North Palm Beach, is hereby approved and the Mayor and
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f':
• Village Clerk are hereby authorized and directed to execute the
Agreement on behalf of the Village of North Palm Beach..
Section 2. That the previously initiated franchise
renewal process is hereby terminated and concluded upon acceptance
of the franchise.
Section 3. That all applicable federal and state
criteria which are conditions precedent to the adoption hereof,
have been duly considered, applied and accomplished in accordance
with law.
Section 4. That failure of Adelphia to execute the
Acceptance of Franchise Agreement, incorporated hereto as Exhibit
• B, by Southeast Florida Cable, Inc., shall make the Agreement null
and void.
Section 5. If any section, paragraph, sentence, clause,
phrase or word of this ordinance is for any reason held by a Court
to be unconstitutional, inoperative or void, such holding shall not
affect the remainder of this Ordinance.
Section 6. All Ordinances or parts of Ordinances in
conflict herewith are hereby repealed.
Section 7. This Ordinance shall take effect immediately
upon passage.
PLACED ON FIRST READING THIS 13th DAY OF FEBRUARY lgg~,
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PLACED ON PUBLIC HEARING THIS 27TH DAY OF FEBRUARY
1997.
PLACED ON SECOND, FINAL READING AND PASSED THIS 27TH DAY OF
FEBRUARY 1997.
(VILLAGE SEAL)
MAYOR
• ATTEST:
~~~
VILLAGE CLERK
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EXHIBIT A
A FRANCHISE AGREEMENT BETWEEN THE VILLAGE OF NORTH PALM BEACH,
FLORIDA AND SOUTHEAST FLORIDA CABLE, INC., DB/A ADELPHIA CABLE
• COMMUNICATIONS TO PROVIDE FOR THE CONSTRUCTION, OPERATION AND
MAINTENANCE OF A CABLE TELEVISION SYSTEM IN THE VILLAGE OF NORTH
PALM BEACH FLORIDA
1.01 Statement of Intent and Purpose. The Village of North Palm Beach and Southeast
Florida Cable, Inc., (d/b/a Adelphia Cable Communications) intend, by the adoption of this
Franchise Agreement (referred to herein as the ("Franchise" or the"Agreement"), to bring abouf the
development and operation.of a cable television system. This development can contribute
significantly to the communications needs and desires of many individuals, associations, and
institutions.
For the purpose of this Franchise, the following terms, phrases, words, and their derivations
shall have the meanings given herein. When not inconsistent with the context, words used in the
present Tense; include the future tense, words in the plural number include the singular number; and
words in the singular number include the plural number. The words "shall" and "will" are
•' mandatory and "may" is permissive. Words not defined shall be given their common and ordinary
meaning.
2.01 "Basic Service" means a group or groups of Cable Services distributed over the cable
system consisting of any service tier which includes the retransmission of local television broadcast
signals.
2.02 "Cable Act" means the Cable Communications Policy Act of 1984 and the Cable
Television Consumer Protection and Competition Act of 1992, 47 U.S.C. § 521 et seq. (1992), and
as those acts may hereinaRer be amended.
2.03 "Cable System" or "System" means a facility, consisting of a set of closed
transnussion paths and associated signal generation, reception and.control equipment that is designed
to provide cable television service which includes video programming and which is provided to
multiple subscribers within the Village, but such term does not include (A) a facility that serves only
to retransmit the television signals of one (1) or more television broadcast stations; (B) a facility that
serves only. subscribers without using any public right -of--way ; D a facility of a common carrier
which is subject, in whole or in part, to the provisions of Title II of the Cable Act, except that such
facility shall be considered a cable system to the extent such facility is used in the transmission of
video programming directly to subscribers; or (D) any facilities of any electric utility used solely for
• operating its electric utility systems.
2.04 "Cable Service" means: (I) the one-way transmission to subscribers of video
programming or other prograrmming service; and (ii) subscriber interaction, if any, which is required
• for the selection or use of such video programming or other programming service.
2.05 j" means a band of frequencies in the electromagnetic spectrum, or any other
means of transmission (including, without limitation, optical fibers or any other means now available
or that may become available), which is capable of carrying a video signal, an audio signal, a voice
signal, or a data signal.
2.06 "Village" means the Village of North Palm Beach or, as appropriate in the case of
specific provisions of this Franchise, any board, bureau, authority, agency, commission, department
of, or any other entity of or acting on behalf of, the Village of North Palm Beach or any officer,
official, employee, or agent thereof, the designee of any of the foregoing, or any successor thereto.
2.07 "Villas o ~n il" means the governing body of the Village.
2.08 "Comnl int" means any written inquiry, allegation or assertion made by a subscriber
which raises an objection to the business practices of Company. The term "Complaint" does not
include an inquiry which is immediately answered by the Company.
2.09 "Converter" means an electronic device with an appropriate Channel selector that
permits a subscriber to view all signals delivered at designated Converter dial locations.
2.10 "pssR" means the cable that connects the subscriber terminal at a point~in the.
subscriber's home, designated by the subscriber, to the nearest feeder cable of the system.
2.11 "E~" means .the Federal Communications Commission, its designee, or any .
successor thereto. "
2.12 "Comnanv" means Southeast Florida Cable, Inc., d/b/a Adelphia Cable
Communications, a Delawaze corporation, with offices located at 5 W. 3rd Street, Coudersport,
Pennsylvania 16915.
2.13 "Gross Revenues" means all revenues actually collected by the Company relating to
the provision of Cable Services, including subscriber revenues and non-subscriber revenues.. Gross
Revenues does not include revenues relating to the provisions of any telephony or data services.
2.14 "Installation" means the act. of connecting the system from the feeder cable to the
subscriber terminal so that cable television service may be received by the subscriber.
2.15 ")'~ Television" means the delivery over the system ofper-channel or per-program
audio-visual signals to subscribers for a fee or chazge.
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2.16 "P~t;ieo" means any natural person or any association, firm, partnership, joint venture,
• corporation, or other legally recognized entity, whether for-profit or not-for-profit.
2.17 "Public Property" means any real property, other than a street, owned by any
governmental unit.
2.18 "Service" means only Cable Service, including any Basic service, whether originated
by the Company or any other person, which is distributed over, the Cable System.
2.19 "signal" means any transmission of radio frequency energy or of optical information.
2.20 "$g~" means the surface of and the space above and below any public street, public
road, public highway, public fi~eeway, public lane, public path, public way, public alley, public court,
public sidewalk, public boulevard, public parkway, public drive or any public easement or
right-of way now or hereafter held by the Village which shall entitle Company to the use thereof for
the purpose of installing or transntitting over poles, wires, cables, conductors, ducts, conduits, vaults,
manholes, amplifiers, appliances, attachments and other property as may be ordinarily necessary and
pertinent to a system.
2.21 °~° means any person or entity who lawfully subscribes to any cable service
whether or not a fee is paid for~such service.
• SECTION 3. GRANT OF A THO iTY AID N A ~ PROVI ION .
3.01 r nt of Fr n hi e. This Franchise is granted pursuant to the terms and conditions
contained herein. Such terms and conditions shall be subordinate to all applicable provisions of state
and federal laws, rules, and regulations.
3.02 Authori for a of r t .
• A. For the purpose of constructing, operating, and maintaining a Cable System in the
Village, so as to allow for the provision of television signals to Subscribers, Company may erect,
install, construct, repair, replace, relocate, reconstruct and retain in, on, over, under, upon, across and
along the streets within the Village such lines, cables, conductors, ducts, conduits, vaults, manholes,
amplifiers, appliances, pedestals, attachments and other property and equipment as are necessary and
appurtenant to the operation of the System, provided that all applicable permits are applied for and
granted, all fees paid and all other Village codes and ordinances are otherwise complied with.
B. Company shall construct and maintain the System so as not to interfere with other
uses of streets. Company shall endeavor to make use of existing poles and other facilities available
to Company where feasible.
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3.03 Nature of Fr nchice. Upon acceptance, the Company's nonexclusive franchise for
• the occupation and use of the streets within the Village for the construction, operation, maintenance,
upgrade, repair, and removal of the system in accordance with the provisions of this Franchise shall
be deemed to have been renewed.
3.04 Franchise Term. This Franchise shall commence upon acceptance by Company as
defined herein and shall be in fiill force and effect for a period of twelve (12) years, unless renewed,
revoked or terminated sooner as herein provided.
3.OS Area Covered. This Franchise is granted for the territorial boundary of the Village
and for any azea henceforth added thereto during the term of the Franchise.
3.06 Written Notice. All notices, reports or demands required to be given in writing under
this Franchise shall be deemed to be given when delivered personally to the person designated
below, or when five (S) days have elapsed after it is deposited in the United States mail in a sealed
envelope, with registered or certified mail postage prepaid thereon, or on the next business day if
sent by express mail or overnight air courier addressed to the party to which notice is being given,
as follows:
If to Village: Village of North Palm Beach Council
501 U.S. Highway One
North Palm Beach, FL 33408
Attn: Dennis V/. Kelly
With Copy to: Leibowitz & Associates, P:A.
Sunbank International Center
One Southeast Third Avenue
Miami, FL
If to Company: Southeast Florida Cable, Inc.,
5 W. 3rd Street
Coudersport, Pennsylvania 16915
Attn: Michael'ltigas
With Copy to:. Legal Department
Adelphia Communications Corporation
5 W. 3rd Street
Coudersport, Pennsylvania 16915
Such addresses and phone numbers may be changed by either party upon notice to the other
party given as provided in this section.
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3.07 FrenchisP Non- x l ~ ive. The Franchise granted herein is non-exclusive. However,
• the Village agrees that it shall not permit another franchisee to utilize the public rights-of--way on
terms or conditions which are more favorable or less burdensome than those applied to the
Company. To the extent that another franchisee is not subject to such requirements, the Company's
corresponding obligations shall be reduced to reflect terms and conditions which are no more
burdensome and no less favorable than those applied to any other franchisee.
SECTION 4. D I N PROVISIONS.
4.01 System Desien.
A. Company shall complete a System upgrade, to a capacity of 750 MHZ, on or
before the expiration of six (6) years. from the effective date of the Franchise. Company shall, upon
request, provide the Village with (1) a full description of the System proposed for construction and
(2) upon completion of the System upgrade, maps for the System upgrade.
B. h r n'.! r?pacity, Company shall at all times throughout the term of the
Franchise, at a minimum, provides at least 50 activated downstream channels. In the event that the
Company agrees with the Village to fiuther upgrade the Cable System at any time throughout the
term ofthe Franchise, it shall also agree to provide one (1) upstream channel which may be used for
the purpose of interconnecting public buildings within the Village.
• C. .1C' o~raptiorine• Alfvideo signals received for transmission that contain closed
circuit captioning information for the hearing impaired shall in tum contain such information in the
form received when transmitted by the cable operator to the subscribers of the system in the form
received from the video suppliers. In addition, Company agrees to comply with the provisions of
Federal, state and local laws concerning handicapped or disabled persons and shall indemnify and
hold the Village harmless from any suit, claim or demand against it for violation of such laws which
may arise in connection with the Company's provision, or failure to provide, services in conformity
with such laws.
D. Stereo ignal~, Company's System shall be capable of transmitting, and shall
transmit, to subscribers any stereo signals received and carried by the System.
4.02 Provision of Cervice.
The Company shall provide Cable Service tivhere requested within the territorial boundary
of the Village.
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4.03 Tec ni 1 and rdc, The system shall be designed, constructed and operated so as
• to meet or exceed those teclmical standards promulgated by the Federal Communications
Commission relating to Cable Systems contained in subpart K of part 76 of the Federal
Communications Commission's rules and regulations as may, from time to time, be amended.
Company agrees to use reasonable efforts to maintain the System at the state of the art then
prevailing in the cable television industry, to the extent economically and technically feasible.
4.04 ~necial Testing. The Company shall only be required to conduct such tests as required
by the Federal Communications Commission. No other testing shall be required of Company. The
Village shall be free to conduct its own testing as it deems is warranted, and at its own expense, but
such testing shall have no bearing on Company's status as franchisee unless such test requirements
are no longer preempted by the Federal Communications Commission.
4:05 Signal Quality. The system shall produce a picture that is consistent with Federal
Communications Commission standazds.
5.01 Prog coming De_isi~. All programming decisions shall be at the sole discretion
of Company so long as consistent with rules and regulations of the Federal Communications
Commission and applicable federal law: Company agrees to use reasonable efforts to maintain
programming services at a level then prevailing in the cable television industry, to the extent
economically and technically feasible.
5.02 Access .ha_nn .t~,
A. The Company shall make available for use by the Village, without chazge, a
minimum of one (1) activated channel for non-commercial governmental programming, non-
commercial public access programming and non-commercial educational programming.
B. The Company may use the access channel required in paragraph A for any
programming during those hours when the channel is not in use by the general public, local
educational authorities or local government.
C. No charges may be made for channel time or playback of locally produced live
or pre-recorded programming on the access channel required in paragraph A including character
generated message boazd when utilized for non-commercial govemmental programming, non-
commercial public access programming or non-commercial educational programming.
D. Whenever the.access channel required in paragraph A is in use for unduplicated,
locally produced live programming for six (6) hours pet day, six (6) days per week, for six (6) weeks
running, demand for a full-time channel shall be presumed and Company shall refrain from fiu•ther.
• use of said channel for programming other than that designated by franchise. Once this channel is
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in use to provide unduplicated locally produced live programming continuous for twelve (12) hours
• a day, six (6) days per week, for six (6) continuous weeks, Company, upon notice from the Village,
shall have three (3) months in which to provide an additional access channel for the same purpose.
E. The Village shall establish rules pertaining to the administration of the access
channel required in paragraph A. Such rules shall be consistent with the terms and provisions of the
Cable Act.
F. The Company Shall provide the Village, upon request, with reasonable production
support for up to two events per yeaz the Village wishes to transmit on the access channel required
in Pazagraph A. such support shall consist of the provision of equipment and personnel. The
Company shall provide such support for each event for up to 6 hours. The Village shall provide the
Company with 4 weeks' advance, written notice of its request for such support.
G. Upon the completion of its current upgrade, the Company shall provide the Village
with up to $10,000 per year in advertising sales credits for the running of service spots,
H. Company shall not be obligated to cablecast Village Council Meetings. However,
upon the delivery to Company by Village of a tape of any meeting which the Village desires to
cablecast, Company shall agree to cablecast the meeting on atape-delayed basis, Notwithstanding
the foregoing, upon the completion of its system upgrade, and at the request of the Villagc, the
Company shall cablecast the meeting live.
• SECTION 6. CONSTRUCTION PROVISIONS.
6.01 Con t ~ lion t nd rd .
A. All construction practices shall be in accordance with all applicable sections of
federal law, including, but not limited to, the Occupational Safety and Health Act of 1970, as
amended, as well as all state and local codes where applicable.
B. All installation of electronic equipment shall be of a permanent nature, durable
and installed in accordance with the provisions of the National Electrical and Safety Code and
National Electrical Code as amended.
C. Antennas and their supporting structures (tower) shall be painted; lighted, erected
and maintained in accordance with all applicable rules and regulations of the Federal Aviation
Administration and all other applicable federal, state or local laws, codes and regulations.
D. All of Company's plant and equipment, including, but not limited to, the antenna
site, headend and distribution system, towers, house connections, structures, poles, wire, cable
coaxial cable, fixtures and appurtenances shall be installed, .located, erected, constructed,
reconstructed, replaced, removed, repaired, maintained and operated in accordance with good
• engineering practices, performed by experienced maintenance and construction personnel so as not
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to endanger or interfere with improvements the Village may deem appropriate to make or to interfere
in any manner with the rights of any property owner, or to unnecessarily hinder or obstruct
pedestrian or vehiculaz traffic.
E. Company shall at all times employ ordinary care and shall install and maintain
in use commonly accepted methods and devices preventing failures and accidents which aze likely
to cause damage, injury or nuisance to the public.
6.02 Construction Codes and Permits.
A. Company.shall obtain all required permits from the Village before commencing
any work requiring a permit, including the opening or disturbance of any street, or public property
or public easement within the Village. Company shall strictly adhere to all building and zoning
codes currently or hereafter applicable to construction, operation or maintenance of the system in
the Village.
B. The Village shall have the right to inspect all construction or installation work
performed pursuant to the provisions of this Franchise and to make such tests (at its own expense)
as it shall find necessary to ensure compliance with the terms of the Franchise and applicable
provisions of local, state and federal law.
6.03 $~pair of t eels end Proggrty. Any and all streets or public property or private
property, which aie disturbed or damaged during the construction, repair, replacement, relocation,
operation, maintenance or reconstruction of the system shall be promptly repaired by Company, at
its expense, to a condition as good as that prevailing prior to Company's construction. Repair shall
be accomplished within a reasonable time not to exceed forty-five (45) days without the prior written
consent of the Village which shall not be unreasonably withheld. The Village shall have the right
to require that it approve repairs performed by Company pursuant to this Section 6.03; such approval
shall not be unreasonably withheld.
6.04 nd rgrounding of abl . Cable shall be installed underground at Company's
expense where both the existing telephone and electrical utilities are already underground. Company
shall place cable undergrotmd in newly platted areas in concert with both the telephone and electrical
utilities. In the event that telephone or electric utilities are reimbursed by the Village or any agency
thereof for the placement of cable underground or the movement of cable, Company shall be
reimbursed upon the same terms and conditions as the telephone or electric utilities.
6.05 Reservation of Street Rigs.
A. Nothing in this Franchise shall be construed to prevent the Village from
constructing, maintaining, repairing or relocating sewers; grading; paving, maintaining, repairing,
relocating and/or altering any street; constructing, laying down, repairing, mahttaining or relocating
• any water mains; or constructing, maintaining, relocating, or repairing any sidewalk or other public
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work.
• B. All such work shall be done, insofar as practicable, in such a manner as not to
obstruct, injure or prevent the free use and operation of the poles, wires, conduits, conductors, pipes
or appurtenances of Company.
C. If any such property of Company shall interfere with the construction or
relocation, maintenance or repair of any street or public improvement, whether it be construction,
repair, maintenance, removal or relocation of a sewer, public sidewalk, or water main, street or any
other public improvement, thirty (30) days notice shall be given to Company by the Village and all
such poles, wires, conduits or other appliances and facilities shall be removed or replaced by
Company in such manner as shall be duetted by the Village so that the same shall not interfere with
the said public work of the Village, as determined by the Village, apd such removal or replacement
shall be at the expense of Company herein. Should, however, any utility Company be reimbursed
for relocation of its facilities as part of the same work that requires Company to remove its facilities,
Company shall be reimbursed upon the same terms and conditions as utilities.
I). Nothing contained in this Franchise shall relieve any Person from liability arising
out of the failure to exercise reasonable care to avoid injuring Company's facilities while performing
any work connected with grading, regrading, or changing the line of any street or public place or
with the construction or reconstruction of any sewer or water system.
6.06 TririLrrring of Trees. Company shall have the authority to trim trees upon and hanging
over public streets, public alleys, public sidewalks, and public places of the Village so as to prevent
the branches of such trees from coming in contact with the wires and cables of Company; provided,
however, all trimming shall be done, at the expense of Company, under the supervision and direction
of the Village.
6.07 Movement of Facilities. In the event it is necessary temporarily to move or remove
any of Company's wires, cables, poles, or other facilities placed pursuant to this Franchise, in order
to lawfully move a lazge object, vehicle, building or other structure over the streets of the Village,
upon two (2) weeks notice by the Village to Company, Company shall move at the expense of the
person requesting the temporary removal sudh of his facilities as may be required to facilitate such
movements. Any service disruption provisions of this Franchise shall not apply in the event that the
removal of Company's wires, cables, poles or other facilities results in temporary service disruptions.
7.01 Open Books and Records,
A. The Village shall have the right to inspect and/or audit, upon two weeks written
notice, at any time during normal business hours at the system office all books, records, maps, plans,
• financial statements, service complaint logs, performance test results, record of requests for service
and other like materials of Company which are reasonably necessary to monitor compliance with
• the terms of this Franchise. Company shall first be given two (2) weeks written notice of the
inspection and/or audit request, the description of and purpose for the inspection and/or audit and
description, to the best of the Village's ability, of the books, records, documents and equipment it
wants to inspect and/or audit. All costs incurred in connection with the performance of an inspection
and/or audit shall be borne by the Village.
B. In the event that the Village undertakes performance of an audit in connection
with the payment of franchise fees by the Company to the Village and said audit shows a
discrepancy in fees paid and fees owed in excess of 3%, then all costs and fees incurred in
connection with the performance of such audit shall be borne by the Company.
7.02 Communications with R gulatorv~ge. ~:~, Copies of all petitions, applications,
communications and reports submitted by Company or on behalf of or relating to Company to the
FCC, Securities and Exchange Commission or any other federal or state regulatory commission or
agency having jurisdiction in respect to any matters affecting the. system authorized pursuant to this
Franchise shall be sent to the Village upon request. Copies of responses from the regulatory
agencies to Company shall likewise be sent to the Village upon request.
7.03 Ann_ ual Report. On or before June 30, including the yeaz in which the Franchise
becomes effective, Company shall file with the Village a copy of the following information
regarding the system: a fmancial statement including an income statement; statement of operating
expenses; a cash flow statement; and a balance sheet. Such information shall be prepaied on an
allocated basis in conformance with applicable FCC cost allocation requirements and GAAP. All
such reports shall be certified by the Company.
Company agrees that it shall comply with the minimum standards set forth in the rules and
regulations of the FCC regarding consumer service and customer protection. Company agrees that
it shall also comply with the standazds of the National Cable Television Association regazding
consumer service and customer protection.
9.01 moment t_ o Vi(laeP.
A. Company shall pay to the Village a franchise fee equal to five (5) percent of its
annual Gross.Revenues.
• B. Payments due the Village under this provision shall be computed at the end of
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each quarter for that period. Payments shall be due and payable for each quarterly period within 45
days following the close of the period. Each payment shall be accompanied by a brief report
showing the basis for the computation. All such reports shall be certified by the Company.
C. Adelphia Communications shall provide the Village with a corporate guazanty of
the Company's financial obligations to the Village pursuant to this Section 9.01. The form of this
guazanty shall be mutually acceptable to the Village, and Adelphia Communications Corporation.
D. 'The Company shall pay to the Village anon-refundable application or renewal
filing fee, as the case may be, of One Thousand Five Hundred Dollars ($1,500.00) by certified check
or cashiers check made payable to the Village. Such filing fee may not be deducted from any
franchise fee imposed under this Franchise.
9.02 Violations ofFranchiae.
A. Whenever the Village finds that Company has allegedly violated one (1) or more
terms, conditions or provisions of this Franchise, a written notice shall be given to Company. The
written notice shall describe in reasonable detail the alleged violation so as to afford Company an
opportunity to remedy the violation. Company shall have thirty (30) days subsequent to receipt of
the notice in which to either correct the violation or diligently be acting toward correction of the
problem. Company may, within ten (10) business days of receipt of notice, notify the Village that
there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by Company
O to the Village shall specify with particularity the matters disputed by Company and shall stay the
running of the above-described time.
1. The Village shall hear Company's dispute at a regularly or specially scheduled meeting.
Company shall have the right to subpoena and cross-examine witnesses. The Village shall determine
if Company has committed a violation and shall make written findings of fact relative to its
determination. If a violation is found, Company may petition for reconsideration.
2. If after hearing the dispute the claim is upheld by the Village, Company shall have ten
(10) business days from such a determination to remedy the violation or failure.
B. The time for Company to correct any alleged.violation may be extended by the
Village if the necessary action to correct the alleged violation is of such a nature or character to
require more than thirty (30) days within which to perform provided Company commences the
corrective action within the thirty (30) day period and thereafter uses reasonable diligence to correct
the violation.
C. In accordance with the procedures set forth in this Section 9.02:
1. In the event of a failure to complete the system construction or reconstruction,
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unless the Council specifically approves the resulting delay or default by motibn or resolution, due
to the occurrence of conditions beyond the Company's control, Company shall pay One Hundred
Dollazs ($100.00) per day for each day, or part thereof, the deficiency continues.
2, In the event of a failure to provide upon written request, data, documents,
reports, information, or to cooperate with the Village during an application process or cable system
review, Company shall pay Fifty Dollars ($50.00) per day, or part thereof, each violation occurs or
continues.
3. In the event of a failure to test, analyze and report on the performance of the
system following a written request pursuant to this Article, Company shall pay to the Village One
Hundred Dollazs ($100.00 per day for each day, or part thereof, that such noncompliance continues.
4. In the event of a failure to provide in a continuing manner the types of services
proposed in the accepted application, unless the Council specifically approves for Company a delay
or change, or the Company has obtained modification of its obligation under Section 625 of the
Cable Communications Policy Act of 1984; the Company shall pay to the Village One Hundred
Dollars ($100.00) per day for each day or part thereof, that each noncompliance continues.
5. In the event that forty-five (45) days following adoption of a resolution by the
Village Council determining a failure of the Company to comply with operational, maintenance or
technical standards, the Company shall pay to the Village One Hundred Dollars ($100.00) for each
day, or part thereof, that such noncompliance continues.
6. In the event of a failure to provide, upon request, data, documents, reports,
information, or to cooperate with the Village during an application process or Cable System review,
or to materially comply with Subscriber Service provisions contained in Section 8 of this Franchise,
Company shall pay Fifty Dollars ($50.00) per day, or part thereof, for each violation that occurs or
continues.
9.03 Damage nd D f .nce.
A. Company shall indemnify, defend, and hold harmless the Village, its agents and
employees for all damages and penalties, at all times during the term of this Franchise, as a result
of Company's negligent acts or omissions relating to its operation of the System. These damages
and penalties shall include, but shall not be limited to, damages arising out of personal injury,
property damage, copyright infringement, defamation, antitrust, errors and omission, theft, and fire.
These damages and penalties shall not include damages arising out of any negligent or malicious act
or omission on the part of the Village, its employees, agents or licensees.
B. In order for the Village to assert its rights to be indemnified, defended, or held
• harmless; the Village must:
12
1. Promptly notify Company of any claim or legal proceeding which gives rise to such
• right;
2. Afford Company the opportunity to participate in and fully control any compromise,
settlement or other resolution or disposition of such claim or proceeding; unless, however, the
Village, in its sole discretion, determines that its interests cannot be represented in good faith by
Company in which case the grantee shall be excused from any further obligation to indemnify the
Village; and
3. Fully cooperate with the reasonable requests of Company, at Company's expense, in
its participation in, a,~d control, compromise, settlement or resolution or other disposition of such
claim or proceeding subject to pazagraph (2) above.
9.04 Liabili Insura_~c~.
A. Company shall maintain, throughout the term of the Franchise, liability insurance
insuring Company and the Village with regard to all damages mentioned in pazagraph A' of
Section 9.03 hereof, in the minimum amounts of:
1. One Million I)ollazs ($1,000,000.00) for bodily injury or death to any. one (1) Person;
2. Three Million Doltars ($3,000,000.00) for bodily injury or death resulting from any one
• accident;
3. Three Million Dollars ($3,000,000.00) for all other types of liability.
B. Company shall provide the Village with copies of evidence of insurance
providing the coverage required by Paragraph A. Insurance shall be written with a Company or
companies acceptable to the Village Finance Director and the Village Attorney.
C. In the event of cancellation or material change in the above coverage, the
Company will give forty-five (45) days' written notice of cancellation or material change to Village
of North Palm Beach.
D. Company shall maintain Workers' Compensation insurance as required by State
law.
9.05 Villages Right to Revoke. In addition to all other rights which the Village has
pursuant to law or equity, the Village reserves the right to suspend, revoke, terminate or cancel this
Franchise, and all rights and privileges pertaining thereto, in the event that:
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A. Company materially breaches this Franchise including, but-not limited to any
of the following circumstances each of which shall constitute a material breach of the Franchise:
If the franchise was fraudulently obtained.
2. If the franchisee should default in the performance of any material obligations under
the Agreement or the ordinance under which this franchise is granted. Within thirty (30) days'
written notice thereof to the Franchisee, the Franchisee shall be afforded the opportunity to cure such
defects.
3. Ifthe Franchisee should fail to provide or maintain in full force and effect the liability
and indemnification coverages, or the perforntance bonds or equivalent as required herein.
4. The Franchisee attempts to dispose of any of the facilities or property of its cable
communications system to prevent the Village from recovering any payments due of any losses or
damages arising out of the franchisee.
5. The Franchisee has transferred or has attempted to transfer ownership or control of
the franchise without necessary prior approval of the Village.
6. The Franchisee attempts to evade any material provision of this article or franchise
by a pattern of fraud or deceit; or
B. Company becomes insolvent, unable or unwilling to pay its debts, or is
adjudged as bankrupt and the Franchisee's creditors or Trustee in Bankruptcy do not agree to fulfill
and be bound by all requirements of this Franchise upon request bythe Village.
9.06 Revocation Pr ~T . In the event that the Village determines that Company has
violated any material provision of the Franchise, or any material applicable federal, state or local
law, the Village may make a written demand on Company that it remedy such violation and that
continued violation may be cause for revocation. If the violation, breach, failure, refusal, or neglect
is not remedied within thirty (30) days following such demand or such other period as is reasonable,
the Village shall determine whether or not such violation, breach, failure, refusal or neglect by
Company is due to acts of God or other causes which result from circumstances beyond Company's
control. Such determination shall not unreasonably be withheld.
A. At Company's option, a public hearing shall be held and Company shall be
provided with an opportunity to be heard upon fourteen (14) flays written notice to Company of the
time and the place of the hearing. The causes for pending revocation and the reasons alleged to
constitute such cause shall be recited in the notice. Said notice shall affirmatively recite the causes
that need to be shown by the Village to support a revocation.
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B. If notice is given and, at Company's option, after a full public proceeding is held,
the Village determines there is a violation, breach, failure, refusal or neglect by Company, the
Village shall direct Company to correct or remedy the same within such reasonable additional time,
in such manner and upon such reasonable terms and conditions as Village may direct.
C. If after a public hearing it is determined that Company's performance of any of
the terms, conditions, obligations, or requirements of Franchise was 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
Company has notified Village in writing within thirty (30) days of its discovery of the occurrence
of such an event. Such causes beyond Company's reasonable control or not reasonably foreseeable
shall include, but shall not be limited to, acts of God, civil emergencies and labor strikes.
D. If, after notice is given and, at Company's option, a full public proceeding is held,
the Village detemtines there was a violation, breach, failure, refusal or neglect, then the Village may
declare, by resolution, the Franchise revoked and canceled and of no fiuther force and effect unless
there is compliance within such period as Village may fix, such period not to be less than thirty (30)
days.
E. 1'he issue of revocation shall automatically be placed upon the Village Council
agenda at the expiration of the time set by it for compliance. The Village then may tetminate
Franchise forthwith upon finding that Company'has failed to achieve compliance or may further
extend the period, in its discretion.
F. If the Village, after notice is given and, at Company's option, a full public
proceeding is held and appeal is exhausted, declares the Franchise breached, the parties may pursue
their remedies pursuant to Franchise or any other remedy, legal or equitable. Company may
continue to operate the system until all legal appeals procedures have been exhausted.
,SECTION 10. FORF O4IIRF. ANI~ RFr'irryT~ueuro
10.01 Foreclosure. Upon the foreclosure or other judicial sale of the system, Company
shall notify the Village of such fact and such notification shall be treated as a notification that a
change in control of Company has taken place.
10.02 Recei_ v ~rshin. The Village shall have the right to cancel this Franchise subject to
any applicable provisions of state law, including the Bankruptcy Act, ninety (90) days after the
appointment of a receiver or trustee to take over and conduct the business of Company, whether in
receivership, reorganization, bankruptcy or other action or proceeding, unless such receivership or
trusteeship shall have been vacated prior to the expiration of said ninety (90) days, or unless:
A. Within ninety (90) days after his election or appointment, such receiver or trustee
shall have complied with all the material provisions of this Franchise and remedied all defaults
• 15'
thereunder; and,
• B. Such receiver or trustee, within said ninety (90) days, shall have executed an
agreement, duly approved by the Court having jurisdiction in the premises, whereby such receiver
or trustee assumes and agrees to be bound by each and every provision of this Franchise.
S_F.CTION 11 RFMOVAi T ANCFFR ANT) PTtR('ue co
11.01 Removal After Revocation or Expiration.
A. At the expiration of the present and all subsequent renewal terms for which the
Franchise is granted, or upon its revocation, as provided for, Company shall have the right to
remove, at Company's expense, all or any portion of the System from all streets and public property
within the Village. In so removing the System, Company shall refill and compact at its own
expense, any excavation that shall be made and shall leave all streets, Public Property and private
property in ag good a condition as that prevailing prior to Company's removal of the System, and
without affecting, altering or disturbing in any way electric, telephone or utility, cables wires or
attachments. The Village, or its delegation, ghall have the right to inspect and approve the condition
of such streets and public property after removal. '
B. If Company has failed to commence removal of the System, or such part thereof
as was designated within thirty (30) days after written notice of removal is given, or if Company has
• failed to complete such removal within a reasonable time year after written notice of removal is
given, the Village shall have the right to exercise one of the following options:
I . Declare all right, title and interest to the System to be in the Village or its delegator
with all rights of ownership including, but not limited to, the right to operate the System or transfer
the System to another for operation by it; or
2. Cause the System, or such part thereof as the Village shall designate, to be removed
at no cost to the Village. The cost of said removal shall be recoverable from the indemnity and
penalty section provided for in the Franchise, or from Company directly.
11.02 Sale or Transfer of Fr nchi
A. This Franchise shall not be sold, assigned or transferred, either in whole or in part,
or leased or sublet in any manner, nor shall title thereto, either legal or equitable, or any right,
interest or property therein, pass to or vest in any Person without full compliance with the procedure
set forth in this section.
. B. The provisions of this section shall only apply to the sale or transfer of all or a
majority of Company's assets, merger (including any pazent and its subsidiary corporation),
• consolidation, or sale or transfer of stock in Company so as to create a new controlling interest.
16
I. The parties to the sale or transfer shall make a written request to the Village for its
approval of a sale or transfer. A transfer fee of One Thousand Five Hundred Dollars ($1,500.00)
• shall be made payable to the Village and be furnished with any request for sale, assignment or
transfer.
2. The Village shall act on the request referenced above within the 120 day time period
set forth in 47 C.F.R. § 76.502.
3. If a public hearing is deemed necessary pursuant to (2) above, such hearing shall be
commenced within thirty (30) days of such determination and notice of any such hearing shall be
given fourteen (14) days prior to the hearing by publishing notice thereof. The notice shall contain
the date, time and place of the heazing and shall briefly state the substance of the action to be
considered by the Village,
4. Within thirty (30) days after the closing of the public hearing, the Village shall
approve or deny in writing the sale or transfer request.
C. In reviewing a request for sale or transfer pursuant to pazagraph (A) above, the
Village may only inquire into the legal, technical, chazacter and financial qualifications of the
prospective controlling party, and Company shall assist the Village in so inquiring. Upon a
demonstration of the transferee's qualifications, asset forth above, the Village shall approve the
sale/transfer. The Village shall not unreasonably delay or withhold its approval. In no event shall
a transfer or assignment of ownership or control be approved without the transferee becoming a
signator to this Franchise. For purposes of this section 11.02, no assignment, transfer or sale shall
occur when the franchise is transferred or sold to a Company owned, managed or controlled by
Adelphia Communications Corporation, any of its subsidiaries, John J. Rigas or any member of his
immediate family or the assets or stock of the Company are transferred to a financial institution as
security for refinancing purposes, provided, however, that Company shall reasonably believe that
such transfer or sale shall not materially adversely affect the ability of the transferee to comply with
the provisions of this Franchise.
,SECTION 12. IZiGHTS OF INDIVID A s runTF[~TFn,
12.01 Discriminatory Practices Prohibited. Company shall not deny service, deny access,
or otherwise discriminate against subscribers, programmers or general citizens on the basis of race,
color, religion, national origin, sex, or age. Company shall comply at all times with all other
applicable federal, state and Village laws, and all executive and administrative orders relating to
non-discrimination.
12.02~ii bscriber Privacy. Company shall comply with all privacy provisions of Section
631 of the Cable Act, as amended.
•
17
~~TION 13. MI4C'Fi i.AN O PROM I01`T .
• 13.01 Compliance with .aw .Company and the Village shall conform to all state and
federal laws and Hiles regarding cable television as they become effective, unless otherwise stated.
Company shall also conform during the entire term ofthe Franchise with all the Village ordinances,
resolutions, rules, regulations, orders and requests heretofore or hereafter adopted that do or do not
apply specifically to the provision of Cable Service that are not preempted by federal law.
13.02 ~Fliancp wish Federal t nd 41 i aw . If any term, condition or provision
of this Franchise or the application thereof to any Person or circumstance shall, to any extent, be held
to be invalid or unenforceable, the remainder hereof and the application of such term, condition or
provision to Persons or circumstances other than those as to whom it shall be held invalid or
unenforceable shall not be affected thereby, and this Franchise and all the terms, provisions and
conditions hereof shall, in all other respects, continue to be effective and to be complied with. In
the event that such law, Wile or regulation is subsequently repealed, rescinded, amended or otherwise
changed so that the provision which had been held invalid or modified is no longer in conflict with
the law, rules and regulations then in effect, said provision shall thereupon return to full force and
effect and shall thereafter be binding on Company and the Village.
13.03 Administration of Fr nchic ,
A. The Village shall have continuing regulatory jurisdiction and supervision over the
System and the Company's~opetation under the Franchise. The Village may issue such reasonable
rules a~td regulations concerning the construction, operation and maintenance ofthe System as are
not inconsistent with the provisions ofthe Franchise.
B. Company shall construct, operate and maintain the System subject to the
supervision of all the authorities and agents of the Village who have jurisdiction in such matters and
in strict compliance with all laws, ordinances, departmental rules and regulations affecting the
system.
C. The System and all parts thereof shall be subject to the right of periodic inspection
by the Village provided that such inspection shall not unreasonably interfere with the operation of
the System and such inspections take place during normal business hours.
13.04 Miscellaneous Violat~nnc.
A. In accordance with applicable law, from and after the acceptance of the Franchise,
it shall be unlawful for any Person to establish, operate or to carry on the business of distributing to
any persons in the Village any television signals or radio signals by means of a System unless a
Francluse therefor has first been obtained pursuant to the provisions of an ordinance, and unless such
Franchise is in full force and effect.
•
1S
•
•
as a proposed public street on any tentative subdivision map approved by the Village, or the
Village's official map or the Village's major thoroughfaro plan, any equipment or facilities for
distributing any television signals of radio signals through a System, unless a Franchise
authorizing such uac of such stroct or property or areas has first boon obtained.
13.05 L'morQOncY Use. In the cast of any emergency or disaster. Company shall, upob
request of the Village, make available its Systan and related facilities to Ute Yillage for
emergancy use during the emergency or disaster period. Spcciflcally Ute Company shalt provide
and video override on all channels for•tranamisaiou of emergency messages, such video override
being in the form of a "crawl" information to be Superimposed on all cltsnncls (except where such
insertion is prohibited by low).
13.06 Cottctroction. T1tis Franchise short be construed and enforced in accordance witit
the substantive Taws of the Stale of Florida and without reference to its principals of conllicts of
law.
]3.07 Ca lions. The paragraph captions and headings itt this Franchise am for
convenience and reference purposes only and shall not affect in arty way rho meaning of
interptetatitxt of this FMnchise.
13.0E Calculation of Time. Where the performance or doing of any act, duty, matter,
payment or thing is required hereunder and the period of time or duration for the performance
or during thereof is prescribed and fixed horein, the time shall be computed so as to exclude the
first and include the last day of the prescribed or fixed period or duration of tints. WJten the last
day of the period Calls on Saturday, Sunday or a legal holiday, that day shall be omitted from titc
computation.
SECTION ]4. EFFECTIVB DATE• PUDLICA77ON ANA T1ME OF ACCEPTANCE.
14.01 Htblication: Effxtive 1Date. This Frattcltire shad be signed by the Mayor or acting
Mayor and attested by the Village Clerk of titc Pillage. Thu Franchise shall be publialted in
aocordantx with tha requirements of Viflage and state law and shall take effect upon acccptanec
by Company.
14.02 Timc of Acccptancc: Incorporation of Ptoposa!• Exhibiu.
A. Company shall have thirty (30) days from the bate of adoption of Utis Franchise
to accept thin Franchise. Such acccptanco by Company s1u11 be doomed the grant of Utie Franchise
for all purports, In the event aoceplattce does not take place within thirty (30) dayc or such other
time as the Village might allow, this Franchise stroll be null and void.
79
u
•
•
•
B. Upon acceptance of this Franchise, Company shall be bound by all the terms and
conditions contained herein. Company shall provide all services and offerings specifically set forth
herein to provide Cable Services within the Village.
VILLAGE OF SOUTHEAST FLORIDA CABLE, INC.
NORTH PALM BEACH
' / ATTEST:1~~'a^-ti~~Gt7l /~-~G.~
DATE: ~/ /9.7
G:VG\FRAMniR~!?+oo erg
DATE:__%~~~~
20
• ACCEPTANCE OF CABLE TELEVISION SYSTEM FRANCHISE
Southeast Florida Cable, Inc. d/b/a Adelphia Cable Communications ("Franchisee") hereby
accepts the franchise to constrict and operate a cable television system offered by Ordinance
10-97 ofthe Council ofthe Village of North Palm Beach ("Village"). By this acceptance, Franchisee
agrees that it shall be bound by the terms and conditions of ali laws, rules and regulations of the
Village of North Palm Beach, Florida, as in effect on the date hereof.
Franchisee further agrees that it shall be bound by the terms and conditions set forth in the
Franchise Agreement.
•
Franchisee declares that it has carefully read all relevant terms and conditions of the Village
Code and this Franchise Agreement, and accepts and agrees to abide by same.
Franchisee further understands that this acceptance shall not be effective unless executed and
filed with the Village rio later than the close of business on Mir h i _ 1997 and accompanied by a)
non-refundable renewal filing fee of One Thousand Five Hundred Dollats ($1,500) and b) a Corporate
Guaranty of the Company's financial obligations pursuant to Section 9.01 of the Franchise Agreement
in a form acceptable to the Village.
• F~anchisce shall be immediately bound to construct, maintain, and operate a cable television
system under the terms and conditions set forth in the Franchise Agreement as of the time and date
• it files this written acceptance and payments herein described with the Village.
SOUTHEAST FLORIDA CABLE, INC.
BY: ~ ;'
TITLE: ~~4r ~. ' I ~ ;.~wes~ct,~.~C'
DATE: 3~ tZ~~'l
CORPORATE SEAL
• STATE OF ~~ ~o wit.
I HEREBY CERTIFY, that on this a3`N ' day ofd 4~ 199!7. before me, the
subscriber, a Notary Public of the State of ~,~5~ in and for
aforesaid, personally appeared ~ ~
of Sou~c~,oyr Klcu~ g"'`"
awn ad- cknowledged the foregoing Acceptance of Cable Television System
Franchise in
Company.
AS WITNESS my hand and Notary Seal.
N01'ARY PUBLIC Q
• MY COiYI!!%ri`SSION EXPIRES:
to be the act and deed of said