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1983-0719_TIMES MIRROR CABLE_Agreement AN AGREEMENT BETWEEN THE CITY OF SAN JUAN C"ISTRANO, CALIFORNIA AND TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC. EXTENDING THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY,INC.,FOR FIVE(5)YEARS SUBJECT TO CERTAIN TERMS AND CONDITIONS WHEREAS, Times Mirror Cable Television of Orange County, Inc. ("Times Mirror Cable")possesses a franchise to construct and operate a cable television system in the City of San Juan Capistrano (the "City") which expires on or about December 23, 1993 (the "Franchise"); and, WHEREAS, Times Mirror Cable has submitted an application to the City to renew the Franchise; and, WHEREAS,on December 7, 1993,the City Council of the City approved by Resolution a one hundred twenty (120)day extension to the Franchise; and, WHEREAS, on April 19, 1994, the City Council of the City approved by Resolution a ninety (90) day extension to the Franchise,to expire on July 22, 1994; and, WHEREAS,July 17, 1994,the City Council of the City approved by Resolution a thirty (30) day extension to the Franchise, to expire on August 22, 1994; and, WHEREAS, on August 16, 1994 the City Council of the City approved by Resolution a thirty (30) day extension to the Franchise to expire on September 22, 1994; and, WHEREAS,on September 20, 1994 the City Council of the City approved by Resolution a thirty (30) day extension to the Franchise to expire on October 22, 1994; and, WHEREAS, the City Coctncii of the lei-,f h� determined that it would be in the public interests to extend said Franchise for a period of five (5) years subject to certain terms and conditions. NOW,THEREFORE IT IS MUTUALLY AGREED AND COVENANTED,by and between the City and Times Mirror Cable as follows: SECTION 1. The Franchise to construct and operate a cable television system in the City, granted to Times Mirror Cable pursuant to Ordinance No. 149, as amended by Ordinance No. 528 and Ordinance No. 539, is hereby extended for a period of five (5) years and expires by its terms, without further action of any party, on the fifth anniversary of the Effective Date. SECTION 2. Said Franchise is amended to include and accept the modification contained in Exhibit A to this Resolution, which modification inure to the benefit of the City and its residents and which shall be effective as of the Effective Date. SECTION 3. With the exception of the provisions of this Agreement, the City and Times Mirror Cable intend and agree that this extension will not in any other way amend,modify, increase, or otherwise affect the rights possessed by Times Mirror Cable or the City under said Franchise with the exception of those amendments and modifications expressly contained herein. SECTION 4. On or before the Effective Date of this Agreement, and upon mutual execution and delivery of the Release in a form attached as Exhibit B, Times Mirror Cable shall pay to the City, in good funds, the sum of One Hundred Sixty Seven Thousand, Two Hundred Fourteen Dollars ($167,214.00) which amount is paid in complete satisfaction of a prior good faith dispute between the parties (the "Settlement Payment"). In regard to said Settlement Payment, the parties expressly agree and covenant as follows: a. The Settlement Payment is within the exclusions from the tern "franchise fee" set forth in Section 622(g) (2) of the Cable Communications Policy Act of 1984, as amended (the "Cable Act") (47 U.S.C. § 542(G) (2)); and, b. The Settlement Payment shall not be deemed to be in the nature of a tax, and shall be in addition to any and all taxes of general applicability or other fees or cl: r&;c which Times Mirror Cable shall be required to pay to the City or to any st.te or federal agency or authority; and, C. Times Mirror Cable shall not have or make any claim or any deduction or other credit of all or any part of the amount of the Settlement Payment to be made pursuant to the Franchise from or against any City or other governmental taxes of general applicability (including any such tax, fee, or assessment imposed on both utilities and cable operators or their services but not including a tax, fee, or assessment which is duly discriminatory against cable operators or cable subscribers or income taxes) or other fees or charges which Times Mirror Cable is required to pay to the City or other governmental agency; and, d. Times Mirror Cable shall not apply or seek to apply all or any part of the amount of the Settlement Payment to be made pursuant to this Agreement as a deduction or other credit from or against any city or other government taxes of general applicability (other than income taxes) or other fees or charges; and, e. Times Mirror Cable shall not apply or seek to apply all or any part of the amount of any City or other government taxes or other fees or charges of general applicability(including any such tax, fee, or assessment imposed on both utilities and cable operators or their services)as a deduction or other credit from or against the Settlement Payment to be made pursuant to this Franchise; and, • f. In the event that Times Mirror Cable applies or seeks to apply all or any part of the amount of said Settlement Payment as a deduction or other credit from or against such City or other governmental taxes of general applicability or other fees or charges, or in the event that Times Mirror Cable applies or seeks to apply all or any part of the amount of such taxes or other fees or charges as a deduction or other credit from or against said compensation obligations,regardless of whether any court, agency, or official of the City, any state, or the federal government sustains the validity or propriety of said deductions or other credits, then in any such event,the extension granted hereby becomes void and the City may further terminate the Franchise for cause due to a material breach, without any liability or compensation to Times Mirror Cable. SECTION 5. The Agreement shall become effective upon the date of issuance of a Certificate of Closing by the City Attorney or Special Counsel attesting that the following documents have been provided to the City, or acts completed by Times Mirror Cable. in a form acceptable to the City Attorney (the "Effective Date"): 1. An executed written mutual release in the form attached as Exhibit B. 2. Certificates of authenticity and authority. 3. Other documents designated by the City in writing prior to approval of this Agreement by the City Council. 4. The receipt of a certified check for the Settlement Payment referenced by Section 4. 5. Mutual execution of this Agreement. SECTION 6. Times Mirror Cable acknowledges that notice is and was hereby given pursuant to California Revenue and Taxation Code Section 107.6 that use or occupancy of any public property pursuant to the authorization herein set forth may create a possesson, interest which may be subject to the payment of property taxes levied upon such interest. SECTION 7. Times Mirror Cable agrees and this extension shall be so conditioned.that said extension does not constitute a new franchise, a renewed franchise, or in anv wav increase or modiA,the ability of Times Mirror Cable, or any related entity, to claim any right pursuant to the Cable Act except as provided herein. SECTION 8. The above recitals are all true and correct. APPROVED AS TO FORM: By: �,dj Its: RIGN.AR9 K—DEN!!ALTER Dated: E� ATMAN1994 /p CITY OF SAN JUAN CAPISTRANO "CITY" By: Its: ATTEST: City C1 APPRO AST ORM: By: Its: TIMES MIRROR CABLE TELEVISION OF ORANGE ORANGE COUNTY, INC. "TIMES MIRROR CABLE" By: Its: ATT r ' EXHIBIT A 1 . Times Mirror Cable shall upgrade its cable system within the City to possess the activated capacity to transmit sixty (60) video channels in the downstream direction, with a total bandwidth of not less than four hundred fifty megahertz (450 Mhz) within six (6) months of the Effective Date of this Agreement . 2 . Times Mirror Cable shall extend its cable system to serve the commercial area as shown on Attachment 1 within one year of the Effective Date of this Agreement. Upon completion of this cable system extension, cable service shall be provided to all structures, residential, commercial, industrial, or otherwise, within the area shown on Attachment No. 1 for the one-time payment of a standard overhead or underground installation charge, as the case may be . During the ninety (90) day period following completion of the extension, Times Mirror Cable shall actively solicit business in this area and shall report the results of such solicitation to the City. 3 . Within six (6) months of the Effective Date of this Agreement, Times Mirror Cable shall extend and provide cable service to the Map Code Areas Nos . 1, 2, 4, 5, and 7 on Attachment No. 2 for the payment of a standard installation charge . 4 . Times Mirror Cable shall provide a Public, Educational, and Government Access Related Facilities and Equipment Grant (the "PEG Grant") in the amount of Fifty Thousand Dollars ($50, 000 . 00) to be utilized to purchase and install PEG related capital improvements and equipment . Said PEG Grant shall be paid within sixty (60) days of written notification from the City to Times Mirror Cable that the City is exercising its option to receive said PEG Grant . Times Mirror Cable shall not itemize, disclose or pas-through said payments on subscriber bills, to the extent otherwise allowed by law, unless and until said payments are actually made to the City, and only to the extent so made. 5 . Beginning on the Effective Date and through the remaining term of this franchise, Times Mirror Cable shall pay franchise fees to the City equal to five (5) percent of Gross Annual Revenues, For the purposes of this Agreement, and the Franchise, the term "Gross Annual Revenue" shall be defined as contained in the CATV Ordinance, the form of which is attached as Attachment No. 3, which term is interchangeable with the term "Gross Revenues" in the Franchise . 6 . Within six (6) months of the Effective Date of this Agreement, Times Mirror Cable shall extend cable service to San Juan Capistrano City Hall without charge or cost to the City. Times Mirror Cable shall provide all tiers and levels of Basic rs2u24\007194-0009\2111227.1 10/21/94 5 Service and Cable Programming Service to City Hall without charge or offset to the City throughout the remaining term of the Franchise. Times Mirror Cable shall provide a drop to the exterior wall to be selected by the City and the City shall provide, at its cost, all internal wiring for additional connections. FS21124\007184-0009\2111227.1 10/21/94 6 . • EXHIBIT B 9112"MEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (the "Agreement") is made by and among the City of San Juan Capistrano, California ("City") on the one hand, and Times Mirror Cable Television of Orange County, Inc. doing business as Dimension Cable Services (collectively, "Dimension") on the other hand (each of whom are hereinafter sometimes referred to as the "parties") . This Agreement is entered into with reference to the facts and circumstances contained in the following recitals. RECITALS A. The City, through its Special Counsel, Rutan & Tucker, provided Dimension written notice dated July 21, 1994 ("Notice") that Dimension "has committed a material breach of, and is in material default of, its franchise with the City as granted by Ordinance No. 149 and amended by Ordinance Nos. 389 and 528 (the "Franchise") in that Dimension has willfully and without legal cause failed to make required franchise fee payment for 1990, 1991 and 1992 as required by Section 22 of Ordinance No. 528. " ,egg Exhibit 1 attached hereto and incorporated herein by this reference. B. In a July 22 , 1994 letter from the City's Special Counsel to Dimension, the City conveyed a "settlement offer" to resolve certain claims relating to franchise renewal costs, audit findings, retroactive franchise fees from 12/23/94 to 6/30/94, and the payment of franchise fees on affiliate transactions from 1995 to 1999 ("Certain Claims Listed in the July 22, 1994 Letter") . "a Exhibit 2 attached hereto and incorporated herein by this reference. C. Dimension denies each and all of the allegations contained in the Notice and denies that the City is entitled to the Certain Claims Listed in the July 22, 1994 Letter but nonetheless is desirous of resolving its dispute with the City over the allegations described in the Notice and the Certain Claims Listed in the July 22 , 1994 Letter without engaging in protracted proceedings. D. The parties now desire to set aside their differences as described in the Notice and in the Certain Claims Listed in the July 22 , 1994 Letter. AGREEMENT For good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows: 1. (a) subject to Dimension' s full compliance with the requirements of Paragraph 2 of this Agreement, the City, for itself and for each and all of its council members, officers, directors, officials, administrators, managers, supervisors, employees, agents, representatives, consultants, attorneys, predecessors, successors, assigns, insurance companies and others claiming through or under it, hereby agrees to remiss, release, acquit and forever discharge Dimension and each and all of its predecessors, successors, assigns, parents, subsidiaries, affiliates, and each and all of their respective past, present and future partners, trusts, owners, shareholders, agents, directors, officers, employees, attorneys, accountants and representatives thereof, of and from any and all manner of actions, causes of action, in law or in equity, suits, liabilities, claims, demands, damages, losses, costs, fees, interest or expenses of any nature whatsoever, known or unknown, fixed or contingent, which, as of the date of this Agreement, the City has or may have against Dimension (or any of the foregoing persons or entities) arising out of or by reason of the allegations described in the Notice and/or the Certain Claims Listed in the July 22 , 1994 Letter (collectively, the "Claims") or any matters related thereto (including but not limited to all other claims, matters, causes, acts, omissions, or things that were or that could have been referred to in any complaint, counterclaim or related pleading therein or that relate to the subject matter thereof) . Provided, however, that nothing in this subparagraph shall be deemed to limit the parties' rights to enforce this Agreement. (b) Subject to the City's full compliance with the requirements of Paragraph 3 of this Agreement, Dimension, for itself and for each and all of its predecessors, successors, assigns, parents, subsidiaries, affiliates, and each and all of their respective past, present and future partners, trusts, owners, shareholders, agents, directors, officers, employees, attorneys, accountants and representatives thereof and others claiming through or under it, hereby agrees to remise, release, acquit and forever discharge the City and each and all of its council members, officers, directors, officials, administrators, managers, supervisors, employees, agents, representatives, consultants, attorneys, predecessors , successors, assigns, insurance companies, of and from any and all manner of actions, causes of action, in law or in equity, suits, liabilities, claims, demands, damages, losses, costs, fees, interest or expenses of any nature whatsoever, known or unknown, fixed or contingent, which, as of the date of this Agreement, Dimension has or may have against the City (or any of the foregoing persons or entities) arising out of or by reason of the allegations described in the Notice and/or the Certain Claims Listed in the July 22 , 1994 Letter (collectively, the "Claims") or any matters related thereto (including but not limited to all other claims, matters , causes, acts, omissions, or things that were or that could have been referred to in any complaint, counterclaim or related pleading therein or that relate to the subject matter thereof) . Provided, however, that nothing in this subparagraph shall be deemed to limit the parties ' rights to enforce this Agreement. -2- (c) It is specifically understood that this Agreement shall never be construed as an admission of liability on the part of Dimension, and that Dimension denies each and all of the Claims, and does not admit any liability in connection therewith. 2 . As specific consideration for the releases described in Paragraph (1) (a) and (b) above, and the rescission required in Paragraph 3 below, Dimension hereby agrees to pay the City a total sum of One Hundred Sixty Seven Thousand Two Hundred Fourteen Dollars ($167,214.00) , the receipt of which is hereby acknowledged by the City. 3 . The City hereby rescinds the Notice and the City's declaration of breach contained therein. The City also agrees to grant Dimension a five (5) year extension of its current franchise to construct and operate a cable television system in the City of San Juan Capistrano on the terms and conditions contained in that certain agreement entitled "An Agreement Between the City of San Juan Capistrano, California and Times Mirror Cable Television of orange County, Inc. Extending the Existing Franchise of Times Mirror Cable Television of Orange County, Inc. , for 5 Years Subject to Certain Terms And Conditions" (the "Extension Agreement") . 4. The parties each represent and warrant that it understands and expressly agrees that the releases provided in Paragraph 1 of this Agreement extend by their terms to all matters, happenings, events, occurrences, and/or circumstances of every nature and kind, whether known or unknown, suspected or unsuspected, arising out of or by reason of the Claims and any and all matters related thereto (including but not limited to all other claims, matters, causes, acts, omissions, or things that were or that could have been referred to in any complaint or related pleading thorein or that relate to the subject matter thereof) . In this regard and with respect to the releases provided in Paragraph 1 of this Agreement, any and all rights granted to the parties under California Civil Code Section 1542, or any similar municipal, state or federal law, to the extent applicable are hereby expressly waived. Section 1542 reads in full as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. The parties acknowledge that they have expressly bargained for the foregoing waiver of the provisions of Section 1542. 5. The City and Dimension represent and warrant, respectively, that it has not heretofore assigned or transferred, or purported to have assigned or transferred, to any firm, partnership, corporation, entity, or person, any rights, claims, debts, liabilities, demands, obligations, costs, expenses, actions, -3- 0 0 or causes of action herein released, and further represent and warrant that it knows of no third party who claims an interest in any such rights released hereby. 6. The parties represent that this Agreement in conjunction with the Extension Agreement is fully integrated, represents the entire understanding of the parties regarding the Claims, and that there are no other agreements, representations, promises or negotiations which have not been embodied or referred to expressly herein regarding the Claims. Each party specifically agrees that, in entering into this Agreement, it has not relied on any representation or opinion of fact, law, or otherwise regarding the Claims, made by the other party or the other party's attorney, other than the representations set forth in writing in this Agreement and in the Extension Agreement. 7. This Agreement may be modified, amended, or terminated only by a writing executed by the party or parties to be charged with such amendment, modification or termination. 8. This Agreement shall be construed and enforced under the laws of the State of California. This Agreement shall be interpreted fairly and shall not presumptively be construed either in favor of or against any party or parties on the grounds that any such party or parties drafted the Agreement. 9. The City and Dimension agree that this Agreement shall bind and inure to the benefit of the parties and their respective past, present, and future officers, directors, council members, partners, trusts, servants, agents, employees, attorneys, successors, predecessors, assigns, all parent, subsidiary and affiliated entities, and each of them. 10. Should any of the provisions herein be determined to be invalid by a court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby. 11. This Agreement may be executed in one or more duplicates or counterparts, any of which shall be deemed to be the original even if the others are not produced. 12 . The individuals executing this Agreement represent and warrant that they are fully competent to manage the business affairs of their respective City or corporation and have full power and authority to execute this Agreement on behalf of and thereby to bind the parties, and to do any and all of the things reasonably required thereunder. 13 . The parties expressly agree that in the event of any dispute regarding the performance or breach of this Agreement, the prevailing party shall be entitled to reimbursement of all reasonable attorneys ' fees, costs and related expenses incurred in -4- connection with such dispute or in connection with any effort to enforce any judgment by the prevailing party. 14 . All parties represent and declare that they have carefully read this Agreement in its entirety and know the contents thereof; that they have received the advice of legal counsel of their own choosing regarding the form, substance, and effect of this Agreement of their own free will and accord; and each party further represents and warrants that the person executing this Agreement on its behalf is duly authorized to do so. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date set forth below. Dated: IeZ2 _�!� THE CITY OF SAN JUAN CAPISTRANO, ' CALIFO By: I Coll e Campbell, Mayor TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC. , a California� � corporation Dated: )OZa/� f/ By: 44 �--T Its:. tift QWMATANSAAR 10AS91 -5- • EXHIBIT 1 RUTAN & TUCKE • ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS a{On u .e BANK OF THE WEST, SUITE 1400 a.SIR"..' w¢x.w0 x "ow4L ... WILLIAM J CARILANA J.OOxx wi Mu&.. x 611 ANTON BOULEVARO OAv. "OC.... n SC• CROFT Y.. w x I.. COSTA MESA, CALIFORNIA 02626ABOO FORM PI E A.AN x L .osnnuEnz »..ACL w on to N u[LEPs" v.R.A DIRECT ALL MAIL TO: P. O. BOX 1950 [PPw.1 O O n[ A I V.COE.J tVRID$KLly A....I O oA. o sx COSTA MESA, CALIFORNIA 92628-1950 ur•x[ ooL RICHARD P {R$"C • {"�Aa i[ en.u" aU.n[ TELEPHONE IJMI 641-5100 ELNI. [ THOMAS A SRJwotJ'Je w 12131625-77586 nt. .AYPO C.L [J<n[On ws I .. SCOTT'Cert O o .LOUIST TELECOPIER OM1 546-9035 ws " S.....JS To..ou x O Ax[{R ROu[[ ..T t....u. Ae w Sx�T.1O ..OL L xL[. O e N[.[ew E [{ _ sax.x C{P[w Lixo l[osTv..To N . n. III ��5. om PATRICK o ..CALLA ...EPT E ROIL WOLCOTT. IN. wu o.`.�.Ew.l i...I e.<osonw.. x.wo........LL uua-u{n PA Y.. v ,WYLLIAN ^H IS Lxxo«nis CO.E.A STEP.[.A.ELus July 21, 19 94 JR, t P.wviN. ,.e.LLIN.Ew{Iw " Mr. Leo Brennan RECEIVED Vice President and General Manager Dimension Cable Services 26181 Avenida Aeropuerto San Juan Capistrano, CA 92675 Re: Times Mirror Cable Television (Dimension Cable Services) City of San Juan Capistrano, California - Notice of Material Breach and Default of Franchise Agreement Dear Mr. Brennan: As you know, this office has been retained by the City of San Juan Capistrano (the "City") to act as Special Counsel in relation to cable television matters. I have been directed by the City Council of the City to provide you written notice that Times Mirror Cable Television (Dimension Cable Services) ("Dimension") has committed a material breach of, and is in material default of, its franchise with the City as granted by Ordinance No. 149 and amended by Ordinance Nos. 389 and 528 (the "Franchise") in that Dimension has willfully and without legal cause failed to make required franchise fee. payments for 1990, 1991 and 1992 as required by Section 22 of Ordinance No. 528: Unless Dimension remedies and corrects this material default in the manner and within the time specified herein, it shall be subject to all remedies available to the City, including but not limited to, termination of the Franchise and/or non-renewal of the Franchise pursuant to Section 626(c) (1) (A) of the Cable Communications Policy Act of 1994 ("Cable Act") . In August of 1993, the City contracted with Jay Smith of Public Knowledge, Inc. to audit franchise fee payments made by Dimension for the years 1990, 1991, and 1992 (the "Audit") . A copy of the final audit report was provided to Dimension. Based upon the results of the Audit, the City has determined that Dimension has materially and substantially under-reported its gross revenues rs2Uuwm1944*D9\2095225. 07121/94 RUTAN & TUCKER • • ATTORNEYS AT LANE ' ♦.Mix{Mx.IMCLUDixO MOrtlfOYl CDwpwxflDx! Mr. Leo Brennan July 21, 1994 Page 2 for those years in the total amount of $440,898.00. Based upon said under-reporting, franchise fees due the City, not including interest and any penalties allowed under the Franchise or other applicable law, was $15,700. 00. Pursuant to Invoice Nos. 4811 and 4812 dated January 4, 1994, you were billed by the City for said amount. As of this date, no payment has been received by the City and Dimension continues to be in material breach and default of the Franchise in relation to this issue. The City has received a letter of Donald F. Hopkins, Tax Manager, to Mary Laub, Management Assistant II, dated February 16, 1994 (the "Hopkins Letter") . The City has reviewed the Hopkins Letter as well as the relevant provisions of the Franchise Agreement. The City finds no basis to exclude seventy percent of gross advertising revenues from the Gross Revenue calculations based upon the business decision of Dimension to funnel advertising revenues through a separate entity, which is apparently either wholly owned or at least controlled by Dimension. Obviously, by creating such entities, a cable operator is in the position to transform gross revenues into net revenues by simply adjusting the payments between affiliated entities. "Gross Revenuer" is defined by the Franchise Agreement to mean "any and all compensation received directly or indirectly by Grantee . . . " (Ordinance No. 528, Section 2 (j) ) . Advertising revenues are suecifically included in Gross Revenues pursuant to Section 2 (j) (7) . Although the City is not in the position to adjudge the arms-length nature of the relationship between Dimension Media Services ("DMS") and Dimension, and the reasonableness of the payments between DMS and Dimension or lack thereof, such an analysis is irrelevant for purpose of defining and calculating Gross Revenues since Dimension has simply directed payment of money that would otherwise be paid to the Grantee to an entity controlled by the Grantee. Although such a practice may or may not be acceptable to the Internal Revenue Service for certain purposes, the City finds such a practice, and the under-reporting of revenues based thereon, to constitute an evasive practice and a material breach and default of the Franchise. Pursuant to Section 26(b) of the Franchise, you are hereby given this written demand to pay to the City the principal amount of $15,700.00, plus interest calculated pursuant to Section 22 (b) of Ordinance No. 528 in the amount of $8,704.00, within thirty (30) days of the date of this letter. In addition, because the audit revealed an underpayment in excess of 5%, you are liable to pay the audit costs of $5, 573 .00. If said amounts are not paid by said date, the City Manager may place a request for the termination of F=124=184-000MM225.225. mn» RUTAN & TUCKER • • ATTORNEYS AT LAW_ - .r....ssa.i.cwoira..ansuouu co.ro..nos Mr. Leo Brennan July 21, 1994 - Page 3 the Franchise upon the next regular City Council meeting agenda. If such action is taken by the City Manager, the City Manager shall cause to be served upon Dimension, at least ten (10) days prior to the date of such council meeting, a written of the intent to request such termination and the time and place of the meeting, notice of which shall be published by the City Clerk at least ten (10) days before such meeting. In addition, and without limitation, please be advised that the Franchise breach and default itemized herein .constitutea a-failure to substantially comply with a material term of the Franchise within the meaning of Section 626(c) (1) (A) of the Cable Act and that this notice constitutes notice and the opportunity to cure within the meaning of Section 626(b) of the Cable Act. Finally, the failure to timely cure the violations stated herein may delay or otherwise impact your pending transfer application. . If you have any questions in this matter, please refer them to me for response. The City Council has expressed its desire to resolve this matter in an expeditious and amicable manner if possible. On the other hand, the City reserves all rights which it may have to take whatever actions are necessary to enforce compliance with the Franchise and other applicable law. Very truly yours, RUTAN i TUCKER Wm. M. Marticorena WMM:vjb cc: George Scarborough, City Manager Mary Laub, Management Assistant II Donald Hopkins, Tax Manager, Times Mirror Cable Television F=124=184-0009UM225. 07mro4 • O HIBIT 2 RUTAN & TUCKER ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS ANNEaeon UN Aw BANK OF THE WEST, SUITE 1400 N¢x. 1[.sun[wi D F T [u ARF ,/_CAPHAM,N O[PwA.I O RICK xeRO[ WILLIAM P OPAUL w C[N AgcN F BII ANTON BOULEVARD -MOCMM AN s.[nxCROrt RICHARD♦[CURNU[Ti P O.F SCOTT P PINxo ix NIM... ....SO COSTA MESA10..IS UPLEU1.IF STEVEN. CIF.L. , CALIFORNIA 92626-1926 xmMFv MAN "L. [SEN[ r..PATx[ w�ylw[w[ On DIRECT ALL MAIL TO: R O. BOX 1950 M[rtRcY w [w ......L[ M:C4AEL IN L,w. WILLIAM CFIIOOALMa ROP GM p/.OwTM[�M vM.IN ^nGian U .... COSTA MESA. CALIFORNIA 92628-1950 ou[wi ueus P Vv OOL AIw[T A oDLDFAR. 'eso.L. wr ORIENT C BRAUN DS H�S TELEPHONE 17191 641-5100 [LIMEC KEVIN ros[r THOMAS s SADWARD 0 UM4 12131 625-7588 .[LEER 'con P SANTAGATA .AVO C.LA IIII.-[A KI HARRISON LIMA COPE P.11O.[ CLIFFORD E • TELECOPIER (714) 546-9035 x s AY.. aANDMA u. DUNG DAM[[ C.O[r[wOAR III ,nA—H ^MAR F1 . O CAROL L D Mxl[R UUA L.BOND .M uEiw-LA IKon A w N use Dle se s^Dwur..osxwn wwF[R Hn[-sR[wune CP 0 D TMOMeSONiD CF D.xeCALLA w0[[Ri[.40111. c lA... x M`MILFORD w.P AHL,s..11.1.-IY!!II o a.cesewev�R N. o0[R.owns uezo-nam N LISTEN WILLIAM M co.ENA s.oHEN A.ELus JAMES L MORRIS A.Ro.o.ol.l mRFow.rcn July 22, 1994 eAe xFaM.LL I.L.1,wI II of.0...I Leo W. Brennan WNA Vice President/General Manager Times Mirror Cable Televisionof Orange County, Inc. 26181 Avenida Aeropuerto San Juan Capistrano, CA 92675-4899 Re: City of San Juan Capistrano, California; Application of Times Mirror Cable Television of Orange County, Inc. ("Dimension") for Franchise Renewal/Extension Dear Mr. Brennan: Please find enclosed a copy of Resolution No. 94-7-19-8, which was approved by the City Council of the City of San Juan Capistrano (the "City") at its meeting of July 19, 1994. As you can see from the terms and conditions of the Resolution, the City Council agreed to extend the existing Franchise of Dimension for an additional thirty (30) days past its prior expiration date. Although the City Council did reluctantly extend the existing Franchise for thirty (3 0) days, the City Council also instructed me to indicate to you that, although the final decision would not be made until the expiration of the existing extension, it is now their intent not to grant any further extensions of the existing Franchise but to allow the Franchise to expire and lapse, subject to whatever hold-over and operating rights which you may possess under relevant state and federal law, at the conclusion of this extension period. The City Council has asked that I communicate this to you at this time so that you will possess sufficient time to make whatever arrangements are necessary on your part to accommodate this potentially new legal relationship between the City and Dimension. The City Council also requested that I communicate their frustration and concern regarding the length of this process as FS2MA007184-000912106733. 0722194 - RUTAN & TUCKER ATTORNEYS AT LAW Leo W. Brennan July 22 , 1994 Page 2 well as the manner in which it has been conducted. Although the City Council sincerely desires to conclude this process by way of a mutually acceptable extension agreement, thus hopefully avoiding a protracted legal dispute regarding the various audit issues, it will not allow this process to continue indefinitely given the costs being incurred by the City, both by way of staff time and third party fees. Thus, I have been further instructed to formally indicate the City Council's willingness to enter into a five year extension of the existing Franchise, subject to all of the terms and conditions which have been previously agreed to between the parties, assuming Dimension's acceptance of the definition of "Gross Revenues" in the form, or in a substantially similar form, as that contained in the Ordinance draft dated July 14, 1994. As you probably know, this was the version of the definition of "Gross Revenues" which was agreed to by Mark Stucky and I on July 13, 1994. In addition, as has been previously communicated to you, the City Council is willing to accept the sum of $200, 000. 00, which consists of $50, 000.00 of pass throughable PEG expenses and $150, 000. 00 of non-pass-throughable payments, in partial consideration of the Franchise extension and the resolution of the audit dispute, if the DMS revenue is calculated upon a 100 percent basis, excluding any deductions for affiliates, on a going forward basis. If, on the other hand, it is your desire to calculate advertising revenues on an "affiliate net" basis, as has apparently been done in the past, you will be required to compensate the City for lost revenues based upon these affiliate transactions. If such is your proposed settlement scenario, the total amount being sought by the City Council is $184,428. 00 in non-pass-throughable payments, plus $50,000. 00 in pass-throughable PEG expenses. The $184 , 428 . 00 figure was calculated, and is broken down, as follows: (1) Franchise renewal costs (consultants) to 7/20/94 plus completion: $42, 000.00; (2) Audit findings (franchise fees plus interest plus audit costs) : $27,441. 00; (3) Retroactive franchise fees (5$ - 12/23/93 - 6/30/94) : $38 ,240. 00; (4) Five year "gross V. net" (going forward 1995-1999) buy- out: $76,747 .00; (5) Total: $184 ,428.00. FS2\1241007164-000912106733. 07/22/94 - RUTAN 5 TUCKER ATTORNEYS AT LAW Leo W. Brennan July 22, 1994 Page 3 Of course, many of these items are growing on a day-to-day basis, and obviously this sum will need to be adjusted upward if the matter is not concluded within the remaining extended term of the Franchise. This letter should be treated as a good faith settlement offer and thus immune from discovery and/or admissibility under the terms and conditions of the Negotiation Agreement as well as applicable law. Very truly yours, RUTAN & TUCKER Wm. M. _r icorena WMM:vjb Enclosures cc: Members of the City Council, City of San Juan Capistrano George Scarborough, City Manager Mary Laub PS2\12\00184-0009\2106733. =22194 RESOLUTION NO. 94-7-19-8 APPROVING THE EXTENSION OF THE EXISTING FRANCHISE OF TIMM MIRROR CABLE TELEVISION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTR.ANO, CALIFORNIA, EXTENDING THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC., FOR 30 DAYS SUBJECT TO CERTAIN TERMS AND CONDITIONS WHEREAS,Times Mirror Cable Television of Orange Courcy,Inc.("Times Mirror Cable) possesses a franchise to construct sad operate a cable television system in the City of San Juan Capistrano which expires on or about December 23, 1993; and, WHEREAS, Times Mirror Cable has submitted an application to the City of San Juan Capistrano to renew its cable television franchise; and, WHEREAS,the City Council of the City of San Juan Capistrano has devernimed that it would be in the public interests to extend said franchise for a period of thirty (30)days :subject to certain terms and conditions in order to allow continuity of service, and, WHEREAS, the City of San Juan Captsuano does not intend to create any right in Times Mirror Cable by said franchise extension other than the extended right to consamct and operate a cable television system until August 22. 1994. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of San Juan Capistrano as follows: The franchise to construct and operate a cable television in the City of San Juan Capistrano,granted to Time Mirror Cable pursuant to Ordinance No. 149,as amended by Ordinatrce No. 528,is hereby extended for a period of thirty (30)days and expires by its teems,without further action of any party.on midnight August 22, 1994. SECTION 2. With the exception of the provisions of Sections 1 and 5 of this Resolution,the City of San Juan Capistrano and Times Mirror Cable intend and agree that this extension will not in any other way amend,modify,increase, or otherwise affect the rights possessed by Times Mirror Cable under said franchise with the exception of those amendments and modifications expressly contained hcruin. SECTION I The extension granted by this Resolution shall not take effect until Times Mirror Cable, in a form acceptable to the City Attorney of the City of San Juan Capistrano,approves and accepts this extension. SECTION 4. As a term and condition of said acceptance, Times Mirror Cable shall agm,and this extension shall be so conditioned,that said extension does not constitute a now franchise,a renewed franchise,or in any way increase or modity the ability of Times Mirror Cable, or any related entity, to claim any rights pursuant to Section 626 of the Cable Cottununications Policy Act of 1984. The failure of Times Mirror Cable to to certify in its written acaepums of this extension ahall mad«said extension null and void without further action of the parties. SECTION S. The parties agree that if and to the cxoent the City and Times Mirror Cable agree upon a franchise renewal,the fianchm fee percentage contained in said renewed fianchim agreement shall apply,and be collected by the City,as of August 22, 1994. SECTION 6. The above recitals are all true and comsat. PASSED,APPROVED,AND ADOPTED this In day of ,Ly. 1994. ® / OL LLENE CAMPBELL, MAYOR ATTEST: CITY CLERK • i STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) 1, CHERYL JOHNSON, City Clerk of the City of San Juan Capishano, California, DO HERESY CERTIFY that the fimgoing is a true and ceuest copy of Resolution No. 94-7-19-8 adopted by the City Council of the City of San Juga Capistrano,California,at a regular meeting thereof held uu tht 19LI, day of July . 1994,by the following vote: AYES: Council Members Jones, Hausdorfer, Nash and Mayor Campbell NOES: Notre ABSTAIN; None ASSENT: Council Member Vasquez (SEAL.) L CARYL JOHMOMXITY CLERK -2- TOTAL P.e4 • ATTACHMENT 1 ° MIS ro I 4 fFI1NG ST o ' '^7 a •' . PLAZA o I H ST 6_ oa+m ,. to I . F�, f w. rONf ft t�t� fT !D, ro 6L, ml —IQ E FL I o I'LruR � f•® , ' ❑ .. r . . ATTACHMENT 2 May Area 1 McKracken Hill - 24 homes plus 6 vacant lots 33132 - 33821 Valle Road Mao Area 2 Valle Road - 2 homes 32962 & 34902 Valle Road May Area 3 Los Cerritos - 3 homes 31050 - 31251 Avenida Los Cerritos Mao Area 4 Oso Road - 1 home 26300 Oso Road May Area 5 Paseo Atrevida - 7 homes 26822 & 26801 Paseo Atrevida 26862 & 26902 Paseo Cardero 30281, 30301, & 30321 Malaspina Mao Area 6 Camino Capistrano - 4 homes 29931, 29921, 29991 & 30291 Camino Capistrano Mao Area 7 Rancho Viejo - 1 home 29216 Rancho Viejo Road 0 AWCHMENT 3 (TO BE REPLACED WITH FINAL, ADOPTED ORDINANCE) ORDINANCE NO. AN ORDINANCE OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, PROVIDING FOR THE GRANTING AND REGULATION OF FRANCHISES FOR CABLE COMMUNICATIONS SYSTEMS . THE CITY OF SAN JUAN CAPISTRANO DOES HEREBY ORDAIN AS FOLLOWS : SECTION 1 : TITLE. This ordinance shall be known and may be cited as the "Cable Communications Franchise Ordinance. " SECTION 2 : DEFINITIONS . For the purpose of this ordinance, the following words, terms, phrases, 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 singular number include the plural number. The word "shall" is always mandatory and not merely directory. "Additional Service" means any service not included in "Basic Service" or "Institutional Service. " "Agency Subscriber" means a subscriber who receives a service in a government or public agency, school, or non-profit corporation facility. "Affiliated Person" or "Affiliates" means each Person who falls into one or more of the following categories : (i) each Person having, directly or indirectly, a Controlling Interest in Grantee; (ii) each Person in which Grantee has, directly or indirectly, a Controlling Interest; (iii) each Person, directly or indirectly, controlling, controlled by, or under common Control with Grantee; provided that "Affiliated Person" shall in no event mean the Grantor, any Cable Usage Corporation, or any creditor of Grantee solely by virtue of its status as a creditor and which is not otherwise an Affiliated Person by reason of owning a Controlling Interest in, being owned by, or being under common ownership, common management, or common Control with Grantee. "Administrative Officer" means the City Manager or his/her designee. "Attachment Point" means the point at which Grantee' s drop attaches to subscriber-owned equipment . FS2\124\007184-0009\2078821.5 10/21/94 -1- "Basic Service" or "Basic Cable Service" or "Basic Service Tierll means the lowest service tier which includes the retransmission of local television broadcast signals . "Broadcast Signal" means a signal transmitted over the air to a wide public geographic audience and received by a cable system. "Cable Operator" means any Person or group of Persons (A) who provides Service over a Cable System and directly or through one or more Affiliates owns a significant interest in such cable system, or (B) who otherwise controls or is responsible for, through any arrangement, the management and operation of such a Cable System. "Cable System" or "Cable Communications System" or 115ystem11 means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide Service which includes video programming and which is provided to multiple Subscribers within a community, but such term does not include (A) a facility that serves only to retransmit the television signals of 1 or more television broadcast stations; (B) a facility that serves only Subscribers in 1 or more multiple unit dwellings under common ownership, control, or management, unless such facility or facilities uses any public right-of- way; (C) 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 (other than for purposes of section 621 (c) ) 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 . "Channell) means a frequency band capable of carrying a standard video signal or some combination of video signals, or a frequency band assigned to carry a non-standard video signal or some combination of such video signals. "Commercial Subscriber" means a subscriber who receives a residential service in a place of business, or anyone whose service is utilized in a business, trade, or profession, including but not limited to hotels, motels, bars, restaurants and other similar establishments . "Cable Usage Corporation)) or 11CUCC11 means a non-profit, public corporation, hereinafter further defined, established or authorized by the Grantor. "Complaint" means a billing dispute or service call in which a subscriber is notifying Grantee of an outage and/or degradation in picture quality. PS2\124\007184-0009\2078821.5 10/21/94 -2- "Control" or "Controllincr Interest" means actual working control in whatever manner exercised, including, without limitation, working control through ownership, management, debt instruments, or negative control, as the case may be, of the System, the Franchise or Grantee. A rebuttable presumption of the existence of Control or a Controlling Interest shall arise from the beneficial ownership, directly or indirectly, by any Person or group of Persons acting in concert (other than underwriters during the period in which they are offering securities to the public) of thirty percent (30t) or more of any Person (which Person or group of Persons is hereinafter referred to as "Controlling Person") or being a party to a management contract . "Control" or "Controlling Interest" as used herein may be held simultaneously by more than one Person or group of Persons . "Converter" or "Terminal" means a device which converts signals from one frequency to another or otherwise processes signals for use by subscribers . "Drop" means the cable and related equipment connecting the system' s plant to equipment at the subscriber's premises. "Education Channel" means any channel where non-profit educational institutions are the primary designated pro- grammers . "FCC" or "Commission" means the Federal Communications Commission or its designated representative (s) . "Franchise" means a written legal undertaking or action of the Grantor which awards permission to a specific named person or entity to use the streets and public ways for the purpose of installing, operating and maintaining a Cable Television System. "Government Channel" means any channel where local gov- ernment agencies are the primary designated programmers and programming is non-commercial informational programming regarding government activities and programs . "Grantee" means the entity to which a Franchise is granted for the construction, operation, maintenance, and re- construction of a Cable System and the lawful successors, transferees, or assignees of said entity. "Grantor" means the entity establishing this Ordinance for territory within its present and future jurisdiction, its elected governing body, and/or such representative person or entity as it may designate to act on cable matters in its behalf . "Gross Annual Revenue" or "Gross Annual Receipts" or "Gross Receipts" means all revenue, or in-kind consideration PffiUM007IM-0009\2078821.5 10/21/94 -3- (only to the extent that such in-kind consideration exceeds a fair market value to the Grantee of $5, 000 for any single transaction or $10, 000 annually) , as determined in accordance with generally accepted accounting principles, which is received, directly or indirectly, by Grantee and by each Affiliated Person from or in connection with the distribution of any Service on the System, or the provision of any Service related activity in connection with the System. Gross Annual Revenue shall also include all revenue which is received by Grantee or any Affiliated Person from any other Person, including without limitation, leased or access channel programmers, from or in connection with the distribution of any Service over the System or the provision of any Service related activity in connection with the System. Gross Annual Revenue shall also include all advertising revenue which is received by Grantee, from or in connection with the distribution Service over the System or the provision of any Service related activity in connection with the System. Gross Annual Revenue shall not include : (i) the revenue of any Person, including, without limitation, a supplier of programming to Grantee to the extent that said revenue is also included in Gross Annual Revenue of Grantee; (ii) the revenue of Grantee or any other Person which is received directly from the sale of any merchandise through any Service distributed over the System (other than that portion of such revenue which represents or can be attributed to a Subscriber fee or a payment for the use of the System for the sale of such merchandise, which portion shall be included in Gross Annual Revenue) ; (iii) taxes imposed by law on Subscribers which Grantee is obligated to collect; (iv) any investment income earned by Grantee; (v) the revenue of any Affiliated Person which represents standard and reasonable amounts paid by Grantee to said Affiliated Person for ordinary and necessary business expenses of said Affiliated Person, including without limitation, professional service fees and insurance subscription fees and advertising receipts, to the extent all of said amounts have in total already been included in Gross Annual Revenue; (vi) advertising commissions deducted by advertising agencies and national, regional or local representation firms, which entities are not the Grantee or an Affiliated Person, before advertising revenues are paid over to Grantee; (vii) advertising commissions deducted for advertising services provided by Affiliated Persons, provided that the percentages of gross revenues paid Affiliated Persons for such advertising commissions do not exceed the percentages of gross revenues paid said Persons as of the Effective Date of any Franchise granted hereunder; (viii) the revenue received by any Affiliated Person or other Persons in connection with the sale to Subscribers of any cable programming guide so long as said cable programming guide is sold in conjunction with other written materials and no special charge is made for said cable programming guide; (ix) the revenue received in any Service related activity which is only remotely connected with the System (eTa. , the revenue received from ticket sales to a concert that is jointly promoted by the System) provided, FS2\124\007184-0009\2078821.5 101211% -4- however, that any fee or revenue directly paid to the Grantee or Affiliated Person for promotion or advertising in relation thereto shall be included in Gross Annual Revenue; and (x) to the extent consistent with generally accepted accounting principles, consistently applied, bad debt write-offs . "Institutional Network" or "Institutional System" means a system or portion of a system intended primarily to service non-residential subscribers . "Lease Channel" means any channel where someone other than Grantor or Grantee is sold the rights to air programming. "Local Origination Channel" means any channel where the Grantee is the primary designated programmer. "Monitoring" or "Tapnincr" means observing or receiving a signal, or the absence of a signal, where the observer is neither the sending nor receiving party and is not authorized by the sending and/or receiving party to observe said signal, whether the signal is observed or received by visual, elec- tronic, or any other means whatsoever. 'INon-Broadcast Signal" means a signal that is not involved in over-the-air broadcast for general public reception. IlPay Cable" or "Pay Service, " "Premium-Service" or "Pay Television" means signals for which there is a fee or charge to users over and above the charge for Basic Service including any tiers of service; provided, however, the sale or lease of studio facilities, equipment, and/or tapes to local users shall not be deemed pay or premium services . IlPlant" means the transmitting medium and related equip- ment which transmits signals between the headend and sub- scribers, including drops . "PEG Channel" means a Public, Education or Government channel . "Person" means any corporation, partnership, proprietor- ship, individual or organization authorized to do business in the State of California or any natural person. "Program" or "Programming 11 means the information content of a signal and the act or process of creating such content, whether that content is intended to be pictures and sound, sound only, or any other form of information whatsoever. "Programmer" means any person or entity who or which provides program material or information for transmission by means of a System. "Property of Grantee" means all property owned or leased AS2\124\007184-0009\2078821.5 10/21/94 within the Franchise area by Grantee in the conduct of its system business under a Franchise granted hereunder. "Public Channel, " "Access Channel, " "Community Service Channel" or "Community Channel" means any channel for which members of the public or any community organization may provide non-advertiser supported programming; provided, however, sponsorship identification fees may be paid and accepted to further community programming. "Resident" means any person residing in the franchised area or as otherwise defined by applicable law. "Residential Dwelling Unit" means a home, mobile home, condominium, apartment, co-operative unit and any other individual dwelling unit . "Residential Subscriber" means a subscriber who receives a service in a dwelling unit, and whose service is not utilized in a business, trade or profession. "S c ion" means any section, subsection, or provision of this Ordinance, or of a Franchise hereunder. "Service" means any kind of service or type of benefit provided or authorized to be provided by Grantee pursuant to the terms of a Franchise, or group of related benefits or abilities, obtained or made available to any person or entity, involving the use of a signal transmitted via a cable communications system, whether the signal and its content are the entire service or comprise only a part of a service which involves other elements of any number or kind. "Service Area" means the City of San Juan Capistrano. "Service Outage" means a substantial or complete disruption in cable service to three (3) or more subscribers in a localized area. "Service Tier" or "Tier" means a category of Service or other Services provided by a Cable Operator and for which a separate rate is charged by the Cable Operator other than per channel or per event programming or legitimate packages of per channel or per event programming. "School" means any educational institution, public or private . "Streets and Public Ways" means the surface and the space above and below any public street, sidewalk, alley, or other public way or right of way of any type whatsoever. "Subscriber" means any person or other entity electing to subscribe to, for any purpose, a service provided by Grantee by FS2\174\007184-0009\2078871.5 10/21/94 -6- means of or in connection with its cable system. "Unit" means a discrete place where system services are used, such as a residence, apartment, office, store, etc. "User(s) " means any person or entity who either receives services from a cable system or who accomplishes any purpose by, in part or in whole, transmitting or receiving information via a cable system, or who creates programming for that purpose, or who receives and uses programming. "Year" means a specific year or part of a year referred to, or a full calendar year. Terms Not Defined - Words, terms, or phrases not defined herein shall first mean their definition in the Cable Communications Policy Act of 1984, as amended, ("Cable Act") , then their special meanings or connotations in any industry, business, trade or profession where they commonly carry such special meanings . In the event such special meanings are not common, they shall mean their standard definitions as set forth in commonly used and accepted dictionaries of the English language . SECTION 3 : GRANT OF FRANCHISE . 3 . 1 Authority to Grant Franchises . The Grantor may grant a Franchise to provide a System under and pursuant to this Ordinance. 3 .2 Form. A Franchise may, at Grantor' s sole option, take the form of an ordinance, license, permit, contract, agreement, resolution or any other form elected by Grantor. 3 . 3 Grants Not Required. Consistent with applicable state and federal law, no provision of this Ordinance shall require the granting of a Franchise when, in the opinion of the Grantor, it is in the public interest not to do so. 3 .4 Purpose. The purpose of a Franchise shall be to identify and authorize its specific Grantee and to identify and specify those terms, conditions, definitions, itemizations, specifications and other particulars of the agreement between the Grantor and Grantee which it represents . In so doing a Franchise may clarify, extend and interpret the provisions of this Ordinance . Where a Franchise and this Ordinance conflict both shall be liberally interpreted to achieve a common meaning or requirement . In the event this is not possible within reasonable limits, the Franchise shall prevail . 3 .5 Mutual Consideration. The award of a Franchise authorizing the use of public property or public rights for private purposes shall be deemed consideration by the Grantee in the form of agreement to provide the system and services P92\124\007184-0009\2078821.5 10/21/94 -7- offered in accordance with the provisions hereof and of the Franchise. 3 . 6 Compliance with Law. Neither this Ordinance nor a Franchise granted under it relieves Grantee of any requirement of Grantor or of any ordinance, rule, regulation, or specification of Grantor now or hereafter in effect, including, but not limited to, the payment of all normal permit and inspection fees so long as said ordinance, rules, regulations or specifications do not materially conflict with or alter the express terms of this Ordinance and the Franchise . 3 , 7 Franchise Non-Exclusive . Grantor may, at its option, grant one or more Fran- chises to construct, operate, maintain, and reconstruct a System, Said Franchises shall constitute both a privilege and an obligation to provide the system and services required by this Ordinance and the Franchise Agreement . 3 , 8 Limitation. No privilege shall be granted or con- ferred by a franchise except those specifically prescribed herein or in the Franchise Agreement . 3 , 9 Duration. The term of any Franchise, and all rights, privileges, obligations and restrictions pertaining thereto shall be specified in the franchise agreement . The effective date of any franchise shall be as specified in the Franchise . 3 . 10 Intentionally Omitted 3 , 11 Use of Public Streets and Ways . For the purposes of operating and maintaining a System in the franchised area, a Grantee may place and maintain within the public rights of way such property and equipment as are necessary and appurtenant to the operation of the System. Prior to construction or alteration of plant in public rights of way, the Grantee shall apply for, pay all applicable fees, and receive all necessary permits . 3 , 12 Use of Other Utilities . Any person or entity who provides a system or services as defined herein shall be deemed a Grantee and shall not do so except in accordance with a franchise granted hereunder. If such Grantee uses distribution channels furnished by a telephone company or other public utility, said Grantee shall be required to comply with all of the provisions hereof as a "Licensee, " and the term "Grantee" herein shall include "Licensee" in its meaning. 3 . 13 Intentionally Omitted. 3 , 14 Intentionally Omitted. FS2\124\007184-0009\2078821.5 10/21/94 -8- 3 . 15 Intentionally Omitted. 3 . 16 Intentionally Omitted. 3 . 17 Intentionally Omitted. SECTION 4 : RIGHTS RESERVED TO THE GRANTOR. 4 . 1 Reservation. There is hereby reserved to Grantor every right it may have in relation to its power of eminent domain over Grantor' s Franchise and property. 4 . 2 Non-waiver or Bar. Neither the granting of any franchise, nor any provisions hereof, shall constitute a waiver or bar to the exercise of any governmental right or power by Grantor. 4 . 3 Delegation of Powers . Any right or power in, or duty retained by or imposed upon Grantor, or any commission, officer, employee, department, or board of Grantor, may be assigned or transferred by Grantor to any officer, employee, department or board of Grantor. 4 .4 Right of Inspection of Construction. The Grantor shall have the right to inspect all construction or installa- tion or other physical work performed by Grantee in connection with the Franchise, and to make such tests as it shall find necessary to ensure compliance with the terms of the Franchise and other pertinent provisions of law, so long as said inspection and testing does not unreasonably interfere with Grantee' s operations . 4 . 5 Right to Require Removal of Property. Consistent with applicable law, at the expiration of the term or any renewal term or extension for which the Franchise is granted, or upon its lawful revocation, expiration, or termination, the Grantor shall have the right to require the Grantee to remove, at Grantee' s expense, all portions of its System and any other property from all streets and public ways within the Franchise area within a reasonable period of time . 4 . 6 Right of Intervention. The Grantor shall have the right of intervention in any suit, proceeding or other judicial or administrative proceeding in which the Grantor has any material interest, to which the Grantee is party. 4 . 7 Place of Inspection. The Grantor shall have the right to inspect and request copies of all relevant information that is reasonably necessary for the exercise of Grantor' s regulatory authority upon reasonable notice on Grantee' s local premises at any time during normal business hours, and any Grantee records kept at another place shall, within ten (10) days of Grantor' s request, be made available at Grantee' s premises within the County of Orange for Grantor' s FS2\124\007184-0009\2078821.5 10/21/94 -9- inspection and or copying, so long as said inspection does not unreasonably interfere with Grantee' s operations . Grantor shall pay all reasonable costs for copying any relevant information needed. SECTION 5 : RIGHTS OF SUBSCRIBERS . 5 . 1 Discriminatory Practices Prohibited. The Grantee shall not deny Service or otherwise discriminate against Subscribers, or others on the basis of race, color, religion, national origin, sex, age or sexual preference . The Grantee shall strictly adhere to the equal employment opportunity requirements of federal, state or local governments and shall comply with all applicable laws and executive and administrative orders relating to non-discrimination. 5 . 2 Deleted. 5 . 3 Tapping and Monitoring. The Grantee shall not tap or monitor or permit any other person controlled by Grantee to tap or monitor any cable, line, signal input device or subscriber outlet or receiver for any purpose whatsoever without the express written consent of the subscriber or a court order therefor; provided, however, that the Grantee shall be entitled to monitor customer service calls for quality control purposes and to conduct system-wide or individually addressed "sweeps" for the purpose of verifying system integrity, controlling return path transmission, or checking for unauthorized connections to the cable television system or service levels or billing for pay services . 5 .4 Data Collection. A. Except for its own use or in connection with the provision of Services or for release to the Grantor to the extent permitted by law, the Grantee shall not permit its system to be used for data collection purposes, nor shall it otherwise collect data which would reveal the commercial p- roduct or other preferences or opinions of individual subscribers, members of their families, or their guests, licensees or employees, except for Grantee' s own internal uses, unless the Grantee shall have received the prior affirmative written consent of such subscriber. B. In any event, the Grantee shall not reveal or permit the release or sale of data on individual subscribers but may reveal or permit the release or sale of aggregate data only. 5 . 5 Revealing Subscriber Preferences . A. Grantee shall not reveal individual subscriber preferences, viewing habits, beliefs, philosophy, creeds or FS2\124\00718411009\2078821.5 10/21194 _10- 9 0 religious beliefs to any third person, firm, agency, governmental unit or investigating agency without court auth- ority or prior written consent of the subscriber. B. Such written consent, if given, shall be limited to a period of time not to exceed one (1) year or a term agreed upon by the Grantee and subscriber. C. The Grantee shall not condition the delivery or receipt of cable services to any subscriber on any such consent . D. Such a subscriber may revoke without penalty or cost any consent previously made by delivering to the Grantee in writing a substantial indication of his intent to so revoke. 5 . 6 Rev aling Subscriber Lists . The Grantee shall not reveal, or sell, or permit the release or sale of its sub- scriber list without the prior affirmative written consent of each Subscriber, provided that Grantee may use its subscriber list as necessary for the construction, marketing, and maintenance of the Grantee' s services and facilities authorized by a Franchise, and the concomitant billing of subscribers for said Services; and further, provided that consistent with applicable law, Grantor may use Grantee' s subscribers list for the purpose of communication with subscribers in connection with matters relating to operation, management, and maintenance of the Cable System. 5 . 7 Oth r Persons Affected. The prohibitions contained in Sections 5 . 1 to 5 . 7 inclusive of this Article 5 shall extend and apply to all of the foregoing as well as to the Grantee: A. Officers, directors, employees and agents of the Grantee; B. General and Limited Partners of the Grantee; C. Any person or combination of persons owning holding or controlling five percent (5%) or more of any cor- porate stock or other ownership interest of the Grantee; D. Any affiliated or subsidiary entity owned or controlled by Grantee, or in which any officer, director, stockholder, general or limited partner or person or group of persons owning, holding or controlling any ownership interest in the Grantee, shall own, hold or control five percent (5%-) or more of any corporate stock or other ownership interest; and E. Any person, firm or corporation acting or serving in the capacity of holding or controlling company of the Grantee . 5 . 8 Subscriber Bill of Rights . Grantee shall provide, at FS2\124\007184-0009\2078821.5 10/21/94 _11- the time of initial connection and annually thereafter to all subscribers a publication, in a form prior approved by Grantor, delineating and describing, in clear and understandable language, the consumer rights granted herein. 5 . 9 Notice to New Subscribers . Before providing cable television service to any subscriber, Grantee shall provide a written notice to the Subscriber covering substantially the following information: Customer understands that Company uses telephone and power company facilities and public rights of way in providing service and that this continued use cannot be guaranteed. Customer agrees not to make any claim against Company or the telephone company, or power company, or counties and/or incorporated cities of the franchise area or their officers and/or employees in the event that such use is denied for any reason and Company is unable, in its discretion, to provide service over alternate routes. 5 . 10 Complaint Advice. Grantor may require that Grantee advise each subscriber as may be set forth in the Franchise that the Grantor' s representative is the official to whom complaints of poor service should be made if such complaints of poor service are not resolved by Grantee to the satisfaction of each Subscriber. SECTION 6 : Intentionally Omitted SECTION 7 : CABLE USAGE CORPORATION. 7 . 1 Public Usage of the System. To the extent specified in the Franchise, the Grantor may utilize a portion of the cable system capacity, and associated facilities and resources, to develop and provide non-commercial cable services that will be in the public interest . In furtherance of this purpose, the Grantor may establish a non-profit or cooperative corporation, and adopt by-laws, to receive and allocate facilities, support funds and other considerations provided by the Grantee, and/or others . Such a public corporation, if established, may be delegated the following responsibilities : A. Receive, and utilize or reallocate for util- ization, channel capacity, facilities, funding and other sup- port provided specifically for public non-commercial usage of the cable system. B. Review the status and progress of each non- rs2Ni2a\Nmieamo9\2mss21.s IM1194 -12- commercial service developed for public benefit . C. Report to the Grantor annually on the utiliza- tion of resources, the new public services developed and the . benefits achieved for the Grantor and its residents . D. Reallocate resources on a periodic basis to conform with changing priorities and public needs . 7 .2 Grantee Support for Local Cable System Usage. Grantee shall provide to the Grantor or the Cable Usage Cor- poration, at Grantor' s election, equipment, facilities, and channel capacity as provided in the Franchise. SECTION 8 : SERVICES . 8 . 1 Services to be Provided. A Cable System shall provide, as a minimum, the broad programming categories listed in the Franchise. 8 . 2 Changes in Services . Grantee shall inform Grantor, at least forty-five (45) days and Subscribers at least thirty (30) days in advance of making any change in a Cable Service or in the rates charged therefor, unless Grantor agrees to waive this requirement in writing. 8 . 3 Non-discrimination. Grantee shall not discriminate between or among subscribers within one type or class in the availability of services at either standard or differential rates according to published rate schedules. No charges may be made for services except as listed in published schedules which are available to inspection by anyone at Grantee' s office, quoted by Grantee on the telephone, and displayed or communicated to all potential subscribers . 8 .4 Prepayment . Upon completion of system construction and/or system reconstruction, Grantee may, at its option, charge subscribers for services no more than one (1) month in advance unless an individual subscriber requests a longer period. Prior to completion of system reconstruction, Grantee may continue any existing advance billing practices which provide for up to a maximum of two (2) months of advance billing. Bills may be due and payable upon mailing but shall not be delinquent, and no late charge penalties shall be assessed, until the later of : (1) thirty (30) days from postmark; or (2) service has actually been provided for the billed period. All bills and billing statements shall clearly indicate the billing period, the actual due date, and the delinquent or late remedy or assessment . 8 . 5 Disconnect for Cause. Grantee may disconnect a subscriber only for cause, which shall include, without limitation, the following: Fs2u24\007184-0009\2079921.5 10/21/94 -13- A. Payment delinquency in excess of forty-five (45) days . B. Willful or negligent damage to or misappropri- ation of Grantee property. C. Monitoring, tapping, or tampering with Grantee' s system, signals, or service . D. Threats of violence to Grantee' s employees or property. 8 . 6 Reconnection. Grantee shall, upon subscriber' s written request, reconnect service which has been disconnected for payment delinquency when payment has removed the delinquency. If authorized by applicable law, a published standard charge may be made for reconnection. Grantee shall not be required to make more than three (3) reconnections for the same subscriber if the disconnections involved were caused by payment delinquency within the past twenty-four (24) months . Reconnection for disconnects covered by Section 8 .5 (B) , (C) or (D) shall be at Grantee' s sole discretion. 8 . 7 Installations . A. Grantee shall promptly provide and maintain ser- vice to the residential, commercial, and industrial structures as provided in the Franchise Agreement, in the service area as defined in the Franchise Agreement, upon request of the lawful occupant or owner. B. In the case of a new drop, Grantee shall advise each subscriber that he/she has the right to require his/her installation be done over any route on his property, and in any manner he/she may elect which is technically feasible and consistent with proper construction practices . Grantee may, if he/she so elects, require that any such request be made in writing. If the subscriber requests installation other than a standard installation, then the subscriber may be required to pay a reasonable fee for the time and materials occasioned by the installation and to sign an agreement releasing Grantee from liability for poor service or damage to person or property resulting from the non-standard installation. C. For purposes of this subsection, a standard installation shall include installation of drop cable with fittings up to one hundred and fifty feet (150) feet from the CATV distribution system measured along the cable from the center line of the street or utility easement through the house wall or at the customer' s option through the floor from a house vent or crawl space directly to the customer' s television set with five feet of cable from the wall or floor entry to the TV set . Also included as part of a standard installation is the grounding cable, fine tuning of the television set and the PS2\12\007184-"9\2078821.5 10/21/94 -14- provision of the appropriate literature. 8 . 8 Converters/Terminals . At such time as a converter or terminal becomes necessary for subscribers to have access to all services on its system, Grantee shall make them available to subscribers . Grantee may require each subscriber who elects to take a converter or terminal to furnish a security deposit therefor. A. Each device shall be and remain the property of the Grantee unless Grantor approves its sale to the subscriber. Grantee shall be responsible for maintenance and repair of all equipment owned by Grantee and may replace it as he/she may from time-to-time elect, except that subscriber shall be responsible for loss of or damage to any such device while in his/her possession. B. Upon termination or cancellation of subscriber' s service, subscriber shall promptly return Grantee' s property to Grantee in the same condition as received, reasonable wear and tear excepted. C. Grantee may apply the security deposit against any sum due from subscriber for loss of or damage to such converter exceeding reasonable wear and tear. In the event that no security deposit has been required, the Grantee may charge the subscriber for any such damage exceeding reasonable wear and tear. D. If Grantee has no claim against the deposit, Grantee shall return it, or the balance, to the subscriber within forty-five (45) days of return of the converter. 8 . 9 Non-Standard Installations . For each non-standard drop installed, the Grantee may charge the subscriber for the cost of material and labor in excess of that for a standard drop. Grantee shall provide each subscriber a written estimate of all charges prior to installation and obtain subscriber' s written authorization in advance for all non-standard drop charges . SECTION 9 : DESIGN AND CONSTRUCTION. 9 . 1 System Construction. The System shall be constructed in accordance with the provisions of the Franchise agreement . 9 . 2 Construction Components and Techniques . Construction components and techniques shall be in accordance with the Franchise and all applicable law. 9 . 3 Technical and Performance Standards . Consistent with applicable law, system technical and performance standards shall be in accordance with the Franchise. FS2\124\0071844)009\2078821.5 10/21/94 _15- 9 .4 Construction Codes . The Grantee shall strictly adhere to all building and zoning codes currently or hereafter in force and obtain all necessary permits . The Grantee shall arrange its lines, cables, and other appurtenances, on both public and private property, in such a manner as to cause no unreasonable interference with the use of said property by any person. In the event of such interference, the Grantor may require the removal of the Grantee' s lines, cables, and appurtenances from the property in question. Grantee shall give at least forty-eight (48) hour advance notice to all property owners and the Grantor prior to installing any above- ground and underground structures upon easements located on private property. Grantor shall not modify its construction requirements subsequent to the completion of construction so as to require reconstruction or retrofit unless the public health and safety so requires . 9 .5 System Construction Schedule. A. The Grantee shall begin to offer Service no later than the schedule contained in the Franchise. B. The Grantee shall provide a detailed construc- tion plan indicating progress schedule, area construction or reconstruction maps, test plan, and projected dates for offer- ing service . 9 . 6 Geographical Coverage . The Grantee shall construct the Cable System to service those residential structures within the Service Area of the Franchise and any annexations thereto, as defined and provided by the Franchise, with any exceptions requiring specific Grantor approval . Service shall be provided to subscribers in accordance with the schedules specified in the Franchise. The route of separate cables serving institutional subscribers shall be as approved by Grantor and specified in the Franchise. 9 . 7 Provision of Service. After service has been established for any area, the Grantee shall provide service to any requesting residential subscriber within that area within times and terms set forth in the Franchise. 9 . 8 Construction Default . Upon the failure, refusal or neglect of Grantee to cause any construction, repair, or other necessary work to comply with the terms of the Franchise agreement to be properly completed in, on, over, or under any right of way within a time prescribed in the Franchise Agreement or the construction permit, Grantor may (but shall not be required to) cause such work to be completed in whole or in part, and upon so doing shall submit to Grantee itemized statement of costs thereof . Grantee shall be given reasonable notice of Grantor' s intent to exercise this power and fifteen (15) days to cure thereafter. Grantee shall, within thirty (30) days of billing, pay to Grantor the actual costs thereof . F52\124\007184-0009\2078821.5 10/21/94 -16- 9 . 9 vacation or Abandonment . In the event any street, alley, public highway or portion thereof used by the Grantee shall be vacated by the Grantor, or the use thereof discon- tinued by the Grantee, upon reasonable notice, the Grantee shall forthwith remove its facilities therefrom unless specifically permitted to continue the same, and on the removal thereof restore, repair or reconstruct the area where such removal has occurred, to such condition as may be required by the Grantor not in excess of the original condition. In the event of failure, neglect or refusal of the Grantee, after thirty (30) days' notice by the Grantor to do such work, Grantor may cause it to be done, and the cost thereof shall be paid by the Grantee within thirty (30) days and collection may be made by Grantor. 9 . 10 Abandonment in Place . Grantor may, upon written application by Grantee, approve the abandonment of any property in place by Grantee, under such terms and conditions as Grantor may approve. Upon Grantor-approved abandonment of any property in place, Grantee shall cause to be executed, acknowledged, and delivered to Grantor such instruments as Grantor shall prescribe and approve, transferring and conveying the ownership of such property to Grantor. 9 . 11 Removal of System Facilities . In the event that Grantee' s plant is deactivated for a continuous period of thirty (30) days except for reasons outside Grantee' s control, without prior written notice to and approval by Grantor then Grantee shall, at Grantor' s option, and at the expense of Grantee and at no expense to Grantor, and upon demand of Grantor, promptly remove from any streets or other area all property of Grantee, and Grantee shall promptly restore the street or other area from which such property has been removed to its condition prior to Grantee' s use thereof, provided that Grantee shall not be required to remove conduit from underground, where Grantor may determine no damage to the surface of any structures may result from such non-removal . 9 . 12 Movement of Facilities . In the event it is nec- essary to temporarily move or remove any of the Grantee' s property at Grantor' s direction for a public purpose in order lawfully to move a large object, vehicle, building or other structure, Grantee, upon reasonable notice, shall move, at the expense of Grantee, its property as may be required to facili- tate such movements . No such movement shall be deemed a taking of Grantee' s property. Nothing herein shall limit the right of Grantee to seek reimbursement from any party other than Grantor. 9 . 13 Undergroundina of Cable . Cables shall be installed underground at Grantee' s cost where all existing utilities are already underground. Previously installed aerial cable shall be installed underground at Grantee' s pro rata cost in concert with other utilities when all such other utilities may convert F52\124\007184-0009\2078821.5 10/21/94 -17- from aerial to underground construction. 9 .14 Facility Agreements . No franchise shall relieve Grantee of any obligations involved in obtaining pole or con- duit space from any department of Grantor, utility company, or from others maintaining utilities in streets . 9 . 15 Extension of Franchise Area. If Grantor elects to grant one or more franchise hereunder, and if thereafter one or more of the franchises expires or is otherwise ended, Grantor may, if it so elects, require a remaining Grantee, or more than one, to extend its system to provide service to the area served by the ended franchise unless Grantee demonstrates to Grantor' s reasonable satisfaction that it is not commercially practicable to do so, provided, however, Grantee shall not be required to overbuild any existing system. The terms and requirements of such extension shall not exceed those contained herein or in Grantee' s Franchise. 9 . 16 Repair of Streets and Public Ways. Any and all streets and public ways disturbed or damaged by the Grantee or its contractors, during the construction, operation, maintenance, or reconstruction of the System, shall be restored within the timeframe and limits specified by Grantor or agent of Grantor, at Grantee' s expense, to their original condition unless otherwise authorized in writing by Grantor. 9 . 17 Erection of Poles Prohibited. The Grantee shall not erect any pole on or along any street or public way in an existing aerial utility system. If additional poles in an existing aerial route are required, Grantee shall negotiate with public utility for their installation. Any such instal- lation shall require the advance written approval of the Grantor. Subject to applicable federal and state law, the Grantee shall negotiate the lease of pole space and facilities from the existing pole owners for all aerial construction, under mutually acceptable terms and conditions . 9 . 18 Trimming of Trees . Grantee may cut or trim any trees in any street and Grantee may cut or trim trees pursuant to a prior agreement with the owner of property on which they stand, or as otherwise authorized in writing by Grantor. 9 . 19 Reservations of Street Rights . Nothing in a Fran- chise shall prevent the Grantor from constructing, repairing and/or altering any public work. All such work shall be done, insofar as practicable, in such manner as not to unnecessarily obstruct, injure or prevent the free use and operation of any property of Grantee . However, if any such property of Grantee shall interfere with the construction, maintenance or repair of any public improvement, all such property shall be removed or replaced in such manner as directed by Grantor so that the same shall not interfere with the said public work, and such removal or replacement shall be at the expense of the Grantee . PS2\124\007184-0009\2078821.5 10/21/94 9 .20 Underground Vaults . Grantee shall install all of its Cable System, active, passive, or otherwise, below ground in waterproof flush-mounted vaults or in above ground vaults or pedestals whose design, dimensions, and placement have been prior approved by the Grantor in writing. SECTION 10 : OPERATIONS AND MAINTENANCE. 10 . 1 Maintenance and Complaints . A. The Grantee shall maintain an office in the Service Area, or such other location approved by the Grantor in writing, open during all usual business hours, but in no case less than forty eight (48) hours per week including at least one weekend day per week. Grantor shall have a publicly listed non-toll-charge telephone number, and operated as to receive subscriber complaints and requests on a 24-hour basis . Current information shall be maintained of all complaints and their disposition and a summary thereof shall be submitted to Grantor upon request but no more often than monthly. B. The Grantee shall respond within eight (8) hours after receipt of request for repairs relating to a service outage and forty-eight (48) hours excluding Sundays for all other complaints and requests for repair. Unless permitted by preemptive law, no charge shall be made to the Subscriber for such a service or repair except that Grantee may charge for service calls not related to its Cable System. C. Telephone Service . The Grantee shall provide a telephone system to receive all construction and service com- plaints . A sufficient number of customer service representatives shall be provided so that callers are not required to wait beyond thirty (30) seconds for phone service or receive busy signals more than three (3) percent of the time averaged quarterly. The telephone number of the local office shall be listed in the telephone directory serving the City of San Juan Capistrano. The telephone service shall accept complaints twenty-four (24) hours a day, seven (7) days a week. The telephone system shall be capable of self-generating reports relating to answer times, response times, hold times, and abandoned calls . D. Grantee shall provide and guarantee subscribers with the option of scheduling a four (4) hour period in which the service call will be made either in morning or afternoon. 10 . 2 Procedures for Handling of Complaints . Grantee' s complaint handling procedures shall be designed to accomplish the following: A. Receipt and acknowledgement of any complaint made in person or by telephone within twelve (12) business hours . n82u2A007184-0009\2078821s 10/21/94 _19- B. Acknowledgement of any complaint received by mail at Grantee' s office within five (5) business days of the date such complaint is received. C. Maintain information available to Grantor, consistent with applicable laws, upon Grantor' s request, of all complaints, including the complainants' name, address and telephone number, the date of its acknowledgement, and information given as to how the complaint would be resolved, and the action taken. D. Provide complete information to the complainant regarding his ability to take his complaint to the Grantor' s representative if it is not resolved by the Grantee. E. Grantee shall respond within eight (8) business hours to complaints made or referred by Grantor. 10 .3 Remedies for Inadeauate Performance. The following remedies for loss of service are hereby established: A. Except for rebuild or planned Service Outages for which Grantee receives prior approval of Grantor, in the event that one-third or more of its service (s) to any Subscriber is interrupted for six (6) consecutive hours, or for a total of twelve (12) nonconsecutive hours within any thirty (30) day period, and Subscriber notifies Grantee of said outage within twenty-four (24) hours of Subscriber discovery thereof, Grantee shall provide a ten percent (10%-) rebate of the monthly fees to affected Subscribers for each such Service Outage period. B. Except for rebuild or planned Service Outages for which Grantee receives prior approval of Grantor, in the event that one-third or more of its service (s) to any Subscriber is interrupted for twenty-four (24) or more consecutive hours, except in circumstances for which the prior approval of the interruption is obtained from the Grantor, and Subscriber notifies Grantee of said outage within twenty-four (24) hours of Subscriber discovery thereof, Grantee shall provide a twenty percent (20U rebate of the monthly fees to affected Subscribers for each such Service Outage period. 10 .4 Triennial Audit of Performance. A. In addition to the provisions of Paragraph 10 .3, and, except as provided in the Franchise, Grantor may require, at its option, that performance audits of the system be conducted every three (3) years by an independent technical consultant, selected and employed by Grantor and at Grantor' s sole expense, to verify compliance of the system to all technical standards and other specifications of the franchise, as provided in the Franchise Agreement . Periodic technical specification testing, if provided for in the Franchise and Fs2\124=71M-0009=8821.5 10/21/94 -20- actually conducted pursuant thereto, shall eliminate this performance audit . B. Upon completion of a performance audit, the Grantor and Grantee shall meet to review the performance of the Cable System. The reports required herein regarding subscriber complaints, the records of performance tests and the opinion survey report shall be utilized as the basis for review. In addition, any subscriber may submit complaints during the review meetings, either orally or in writing, and these shall be considered. C. Within thirty (30) days after the conclusion of the system performance review meetings, Grantor shall issue findings with respect to the adequacy of system performance and quality of service. If inadequacies are found, Grantor may direct Grantee to correct the inadequacies within a reasonable period of time. D. Grantor' s and Grantee' s participation in this process shall not waive any rights they may possess under applicable federal and/or state law. E. In addition to the Triennial Audit described above, Grantor may conduct an annual audit of the same magnitude, at its sole expense, when and if determined necessary or appropriate by Grantor. 10 .5 System Technical Data. Grantee shall maintain in its office a complete and up-to-date set of as-built system maps and drawings upon completion of construction or reconstruction, equipment specification and maintenance publications, and signal level diagrams for each active electronic piece of equipment in the system. As-built drawings show all lines and installed equipment, and tap values and spigots . The scale of maps and drawings shall be sufficient to show the required details in easily readable form and size. Technical data at the office shall also include approved pole applications, details and documentation of satellite and microwave equipment, mobile radio units, heavy construction vehicles and equipment, and video and audio equipment normally used in the operation of the system. If Grantor requires use of technical data in its own office it may make copies of any items at Grantor' s expense . 10 . 6 Availability of Technical Data. All technical data shall be available to Grantor' s inspection during normal business hours, upon reasonable notice, and, in the event of system failure or other operating emergency, at any time, so long as the provision of said data does not unreasonably interfere with Grantee' s operations . 10 . 7 Emergency Repair Capability. It shall be Grantee' s responsibility to assure that its personnel qualified to make rs2112410071a4-0009%2078821.5 10/21194 —21— repairs are available at all reasonable times and that they are supplied with keys, equipment location instructions, and technical information necessary to begin repairs upon notifi- cation of need to maintain or restore continuous service to the system. 10 . 8 Customer Service Standards and Procedures . A. Information to Customers . The Grantee shall, at the time service is initiated, provide each new customer written information covering: 1 . The time allowed to pay outstanding bills . 2 . Grounds for termination of service. 3 . The steps the Grantee must take before terminating service. 4 . How the customer can resolve billing disputes . 5 . The steps necessary to have service reconnected after involuntary termination. 6 . The fact that customer service personnel shall identify themselves by first names immediately. 7 . The fact that customers shall have the right to speak with a supervisor, and if none is available, supervisor shall return customer call within one (1) working day. 8 . The appropriate regulatory authority with whom to register a complaint and how to contact such authority. In addition, at least once each calendar year, Grantee shall notify each customer that information is available upon request concerning items (1) through (8) above. B. Written Notices . Written notices of all terms of customer agreement, of all equipment and fee options, of name, address and telephone number of company, availability of parental control devices, company practices with respect to privacy of customer, and other relevant information shall be made by Grantee to customers before service is begun, at least once each calendar year and at any time upon the request of the customer. Disclosure should include but not be limited to: availability of A/B switches, as may be required by law, any reduced rates for seniors or other subscribers, company billing and credit practices, the telephone numbers for customer complaints of the FSZ124\007184-0009\2078821.5 10/21/94 -22- company and the Grantor, company practices regarding protection of customer privacy. Notices should be sent to the Grantor of current policies and practices at least once a year and whenever changes are made. C. Advanced Notices . Except as provided in applicable law, advance notices of changes, including increases in fees or charges and in channel lineup of stations or services, shall be sent to Grantor and to subscribers promptly, that is, at least thirty (30) days to Grantor and thirty (30) days to subscribers before the changes are made, except for changes not known sufficiently in advance by Grantee and not under Grantee' s control or where Grantor' s waiver is obtained. Notices should be clearly identified and in print large enough to be easily readable. D. Billing. 1 . Except as provided in Section 8 .4, bills for service shall be rendered monthly, unless otherwise authorized by the customer and the Grantee or unless service is rendered for a period less than one (1) month. All bills shall contain a telephone number and a mailing address for billing inquiries or disputes and shall clearly delineate all changes and the basis for those changes . 2 . Disputed Bills : a. In the event of a dispute between the customer and the Grantee regarding the bill, the Grantee shall promptly make such investigation as is required by the particular case and report the results to the customer. In the event the dispute is not resolved to the satisfaction of both parties, the Grantee shall inform the customer of the complaint procedures of the Grantee. If the customer wishes to obtain the benefits of paragraphs (b) and (c) of this sub- section, notification of the disputed bill must be given to the Grantee in writing within thirty (30) days after the bill date. b. The customer shall not be required to pay the disputed portion of the bill until the earlier of the following: (1) Resolution of the dispute, (2) Expiration of the forty-five (45) day period beginning on the date of issuance, provided that the procedures established in sub-section (a) above have been followed. C . Pending resolution of the bill dispute, Grantee shall exercise reasonable care to ensure that P82\124\007184-0009\2078821.5 10/21/94 -23- no termination notices shall be issued for the disputed portions of the bill, nor shall any other collection procedures be initiated for said amount . Any such activity may be interpreted as an attempt to avoid the provisions of these rules and shall constitute violation of the regulations . E. Referral of Accounts to Collection Agencies . 1 . Uncollected accounts may be referred to private collection agencies for appropriate action if the bill has not been paid by the earlier of (a) thirty (30) days following date of involuntary termination or (b) the sixty- first (61st) day following the date of issuance of the original uncollected amount, provided no notification of billing dispute has been made, or if procedures for resolution of billing disputes have not been followed as required above. 2 . If the account was voluntarily terminated, for any reason, the account may not be referred to a private collection agency until at least thirty (30) days following rendering of the final bill . If notification of a billing dispute is made, all collection procedures shall be delayed as required in paragraph (c) of sub-section B.3 . , "Disputed Bills" . Referral to collection agent shall then occur no sooner than the sixty-first (61st) day following issuance of the original uncollected amount . F. Termination for Non-Payment . Bills shall not be delinquent earlier than thirty (30) days from the date of the bill, which must be mailed to subscribers within five (5) working days of its dated date. Subscribers must be notified in writing of a proposed disconnection for non-payment at least fifteen (15) days prior to disconnection. Grantee may not assess late charges of any amount earlier than the thirtieth (30th) day from the date of the bill . 10 . 9 Refund. When a subscriber voluntarily discontinues service Grantee shall refund the unused portion of any advance payments after deducting any charges currently due through the end of the present billing period within forty-five (45) days of discontinuance of service. Unused payment portions shall be the percentage of time for which subscriber has paid for service and will not receive it because of his discontinuation of service . 10 . 10 Ouality of Service. The quality of Grantee' s service refers to the services associated with day-to-day operations (e.g. , response to customer complaints; billing; interruptions of service; disconnection; rebates and credits; signal quality, and the provision to customers or potential customers of information on billing or services) . In order to assess the quality of service, Grantee shall survey, at rs2%124%0071e4m09\2078821.5 10121/94 -24- Grantor' s request, a representative telephonic sample of no less than two hundred (200) subscribers at least once every third calendar year. The form, content, and methodology of the telephonic survey shall be prior approved in writing by Grantor. The results of said survey, including the raw data and conclusions, shall be provided to Grantor within thirty (30) days of completion and tabulation of results . SECTION 11 : VIOLATIONS . 11 . 1 Use of Public Streets . From and after the effective date of this ordinance, it shall be unlawful for any person to construct, install, or maintain in any public place within Grantor' s territory, or upon any easement owned or controlled by a public utility, or within any other public property of Grantor, or within any privately-owned area within Grantor' s jurisdiction which is not yet, but is designated as, a proposed public place on a tentative subdivision map approved by Grantor, any equipment, facilities, or system for distributing signals or services through a cable television system, unless a franchise has first been obtained hereunder, and is in full force and effect . 11 . 2 Unauthorized Connections . It shall be unlawful for any person to make or use any unauthorized connection to, or to monitor, tap, receive or send any signal or service via a franchised system, or to enable anyone to receive or use any service, television or radio signal, picture, program, or sound, or any other signal without payment to the owner of said system. 11 . 3 Tampering with Facilities . It shall be unlawful, without the consent of the owner, to willfully attach to, tamper with, modify, remove or injure any physical part of a franchised cable television system. SECTION 12 : TERMINATION AND RECEIVERSHIP. 12 . 1 Revocation. Consistent with applicable law, in addition to any rights set out elsewhere in this document, the Grantor reserves the right to revoke a Franchise, subject to notice to Grantee and the provision of a hearing consistent with due process requirements, in the event that: A. The Grantee willfully and/or negligently on a continuous basis violates any material provision of its franchise . B. The Grantee' s construction schedule is mater- ially delayed as set forth in the Franchise and such delays were within the control of Grantee. Ps21124\0071844o009\207ee21.5 10121194 -25- 12 .2 Forfeiture . Consistent with applicable law, upon failure of the Grantee to comply with the material terms of its franchise, the Grantor may by resolution after a full hearing affording Grantee due process, declare a forfeiture, and the Grantee may be required to forthwith remove its structures or property from the streets and restore the streets to their prior condition within a reasonable period of time and upon failure to do so the Grantor may perform the work and collect all actual costs, including all direct and indirect costs, thereof from the Grantee. The cost thereof shall be a lien upon all plant, property, or other assets of the Grantee, within the City limits . SECTION 13 : FRANCHISE APPLICATIONS . 13 . 1 Franchise Applications . Applicants for a Franchise, or renewal thereof, may submit to the Grantor, or to a designated agency, written application in a format provided by the Grantor, at the time and place designated by the Grantor for accepting applications, and including the designated application fee. This provision is deemed procedural and shall not constitute the grant of any right to the Grantee. SECTION 14 : RECORDS . 14 . 1 Records . There shall be kept in the Grantor' s offices a separate record for the Franchise, which record shall show the things hereafter set forth in Subparagraphs A and B below. The Grantee shall provide such information in such form as may be required by the Grantor for said records, as well as copies of any records of Grantee upon request for good cause, so long as the provision of said documents does not unreasonably interfere with Grantee' s operations and said information is reasonably necessary for Grantor to carry out its regulatory functions . A. Any amount collected annually from the Grantor and the character and extent of the service rendered therefor to the Grantor. B. The amount collected annually from other users of service and the character and extent of the service rendered therefor to them. Grantee shall keep true and accurate books and records in conformity with generally accepted accounting principles, consistently applied, showing all income, expenses, and expense transfers, borrowing, payments, investments of capital, and all other transactions relating to the system. Grantor shall, upon reasonable notice, have the right to inspect said records and receive copies thereof to the extent said information is reasonably necessary for Grantor to carry out its regulatory functions . FS2\124M7184-0009\2078821.5 10/21/94 -26- 14 . 2 Reports of Financial and Operating Activity. A. No later than ninety (90) days after the close of Grantee' s fiscal years, Grantee shall present an audited written report to the Grantor which shall include: 1 . A financial report verified by the Chief Financial Officer or his/her designee of Grantee for all Cable System activity during the previous fiscal year including gross receipts from all sources, and gross subscriber revenues from each service. 2 . A summary of the previous year' s activ- ities, including, but not limited to, subscriber totals and new services . 3 . If requested by Grantor, a summary of complaints received and remedial actions taken. B. Performance Tests and Compliance Reports . No later than April 15 of each year, the Grantee shall provide a written report of any FCC or other performance tests required or conducted. In addition, the Grantee shall provide reports of the Test and Compliance procedures established by its fran- chise agreement, or herein, no later than thirty (30) days after the completion of tests . C. Additional Reports . The Grantee shall prepare and furnish to the Grantor in writing at the times and in the form prescribed by Grantor, such additional reports with respect to its operation, affairs, transactions, or property, as may be reasonably necessary and appropriate to the per- formance of any of the rights, functions or duties of the Grantor, as specified by Grantor, and for good cause so long as the provision of said reports does not unreasonably interfere with Grantee' s operations and said information is reasonably necessary for Grantor to carry out its regulatory functions . 14 . 3 Communications with Regulatory Agencies . Upon Grantor' s request copies of all communications between the Grantee and the Federal Communications Commission or any other agency having jurisdiction in respect to any matters affecting cable communications operations authorized pursuant to a franchise, shall be submitted promptly to the Grantor upon receipt or mailing by Grantee. 14 .4 Right to Audit . Grantor shall have the right to inspect, examine, or audit, during normal business hours and upon reasonable notice to the Grantee, all documents which pertain to the Grantee or any Affiliated Person with respect to the system, each Service distributed over the System and each service related activity and which are necessary to the Fs21124\007184-OW9\20 8821.5 10/21/94 -27- Grantor' s performance of its obligations and/or the Grantor' s enforcement of its rights under the terms of the Franchise; provided, however, that the Grantor may not exercise said right more frequently than once in any twelve (12) month period. All such documents shall be made available at the local system office of the Grantee. All such documents which pertain to financial matters which may be the subject of an audit by the Grantor shall be retained by the Grantee for a minimum of five (5) years following termination of any Franchise. Access by the Grantor to any of the documents covered by this Section shall not be denied by the Grantee on grounds that such documents are alleged by the Grantee to contain proprietary information. To the extent allowed by applicable law, Grantor shall maintain the confidentiality of said documents . Grantor may require written certification by the Grantee' s appropriate directors, officers or other employees with respect to all documents referred to in this Section. Any audit conducted by the Grantor pursuant to this Section shall be conducted at the sole expense of the Grantor and the Grantor shall prepare a written report containing its findings, a copy of which shall be mailed to the Grantee; provided, however, that the Grantee shall reimburse the Grantor for the expense of any such audit if, as the result of said audit, it is determined that there is a shortfall of more than five percent (5%-) in the amount of franchise fees or other payments which have been made or will be made, by the Grantee to the Grantor pursuant to the terms of any Franchise . SECTION 15 : ENFORCEMENT MECHANISM. 15 . 1 Notice of Franchise Default . Except as provided in the Franchise Agreement, prior to formal consideration by Grantor of termination of Grantee' s Franchise because of willful or continuous negligent failure to correct a default attributed to Grantee, Grantor shall make written demand on Grantee to correct the default alleged. Grantor and Grantee shall expeditiously meet to discuss the alleged problem, at which time Grantee shall indicate, in writing, the amount of time necessary to resolve the alleged problem. During this time period, but in no event fewer than ten (10) days before the final date for correction, Grantee may request additional time to correct the problem and Grantor shall grant said request if it determines, in the exercise of its discretion, that such time is necessary due to delays beyond Grantee' s control . If the default continues for a period of thirty (30) days following such deadline for corrections, plus any extension thereof, Franchise termination may be placed on the next available regular Grantor' s meeting agenda. The Grantee shall be served a written notice of such termination at least ten (10) days in advance giving the time and place of the Grantor' s meeting. At its meeting Grantor shall hear Grantee and any person interested in the matter and shall determine, at PS2\124\007184-"9\2078821.5 10/21/94 -28- that or subsequent meetings, an appropriate course of action for enforcement or termination of Grantee' s Franchise. 15 .2 Delegation of Enforcement Mechanisms . Such liquidated damages as Grantor may assess against Grantee which do not include loss of Franchise may, at Grantor' s option, be determined by an officer or agency of the Grantor to which it may delegate such administrative considerations and decisions subject to due process and the criteria contained in this Ordinance the Franchise agreement subject to appeal to the City Council . SECTION 16 : Intentionally Omitted SECTION 17 : MISCELLANEOUS PROVISIONS . 17 . 1 Captions . The section and subsection numbers and captions throughout this ordinance are intended to facilitate reading and reference. Such numbers and captions shall not affect the meaning or interpretation of any part of this ordinance . 17 . 2 Franchise References . A franchise which cites, refers to, or otherwise incorporates this entire ordinance or portions thereof shall be deemed to be a franchise issued under and subject to this ordinance. Such a franchise may employ, as sufficient for citation, reference, or incorporation the section or subsection number and caption hereof, followed by a statement of the detail specification, or requirement of the franchise pursuant to such reference. 17 .3 Filing. When not otherwise prescribed herein, all matters herein required to be filed with Grantor shall be filed with the Grantor' s official or agency as designated by Grantor. 17 .4 Non-enforcement by the Grantor. A Grantee shall not be relieved of its obligation to comply with any of the provisions of this ordinance, or of its franchise or any law or regulation, by reason of any failure of the Grantor to force prompt compliance. 17 . 5 Continuity of Service. It shall be the right of all subscribers to receive all available services within the obligations of the Franchise insofar as their financial and other obligations to the Grantee are honored. In the event that the Grantee elects to rebuild, modify, or sell the system, the Grantee shall use due diligence and reasonable care to ensure that all subscribers receive continuous, uninterrupted service. In the event of purchase by the Grantor, or a change of Grantee, the current Grantee shall cooperate with the Grantor or new Grantee to operate the system for a temporary period, to maintain continuity of service to all subscribers . In the event that Grantee, through its own fault, discontinues F82\124\007184-0009\2078821.5 10/21/94 -29- • 0 obtain said permissions or permits . 17 . 10 Application. All of the provisions of this Ordinance, or any of the provisions hereof, shall be applicable to all Franchises granted by the Grantor to the maximum extent permitted by law. 17 .11 Preemption by State or Federal Law. If any State or Federal law or regulation shall require the Grantee to provide any service, or shall permit the Grantee to provide any service, in conflict with the terms and conditions of this Ordinance or of the Grantee' s Franchise, then such State or Federal law or regulation shall immediately apply to the terms and conditions of this Ordinance and Grantee' s Franchise and shall completely supercede such previous terms and conditions which are in conflict . PS2\124\007184-0009\2078821.5 10/21/94 -31- CERTIFICATE OF ASSISTANT SECRETARY The undersigned, Rose Helen Perez, does hereby certify that she is the duly elected and acting Assistant Secretary of Times Mirror Cable Television Orange County, Inc. (the "Company") , a California corporation, that the resolution set forth on the attached "Exhibit All was duly adopted by unanimous written consent of the Board of Directors of the Company on August 1, 1989, and that said resolution has not been modified, amended or rescinded and is at the date of this Certificate in full force and effect. The undersigned further certifies that Leo W. Brennan is the duly elected and acting Vice President of the Company, and that the signature of Leo W. Brennan appearing on the executed document entitled "Settlement Agreement and Release" between the City of San Juan Capistrano, California and Times Mirror Cable Television of Orange County, Inc. , is his genuine signature. IN WITNESS WHEREOF, she has executed this Certificate this 2� day of C*bv , 1994. Rose Helen Pe z Assistant Secretary 1 MUTUAL SETTLEMENT AND RELEASE AGREEMENT BETWEEN TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC. , AND THE CITY OF SAN JUAN CAPISTRANO WHEREAS, TIMES-MIRROR TV CABLE COMPANY was granted a non-exclusive cable television franchise pursuant to CITY OF SAN JUAN CAPISTRANO ( "City" ) Ordinance No. 149 on or about December 23, 1968 ; WHEREAS, the City approved the assignment of said franchise to Orange County Cable Communications Company, a wholly owned subsidiary of TIMES-MIRROR TV CABLE COMPANY on or about April 26, 1971 ; WHEREAS, ORANGE COUNTY CABLE COMMUNICATIONS COMPANY changed its name to TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC . ( "TMCT" ) on or about June 14, 1982 ; WHEREAS, the City adopted Resolution No. 83-7-19-3 which required City Council approval prior to any extension of cable television services to any previously unserved area of the City; WHEREAS, certain disputes arose between TMCT and the City regarding the enforceability of Resolution No. 83-7-19-3 as to TMCT; WHEREAS, TMCT filed in Superior Court for the State of California, County of Orange, a complaint entitled TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY v. CITY OF SAN JUAN CAPISTRANO, Case No. 41-56-35, on or about November 7, 1983 ; and WHEREAS, the parties to this Agreement now wish to settle and resolve the above-described lawsuit . NOW, THEREFORE, in consideration of the mutual promises herein contained, TMCT and the City hereby agree as follows : 1. That TMCT for itself , its predecessors , successors and assigns, in exchange for good and valuable consideration, and upon the terms and conditions herein referred to, does hereby promise to release and discharge the City of and from all claims and causes of action, both in law and equity, relating to any past action of City or any past action of its agents , employees, commissioners or other representatives arising from or related to the application and/or enforcement of Resolution No. 83-7-19-3 to TMCT. 2 . That the City, in exchange for good and valuable consideration, and upon the terms and conditions herein referred to, does hereby promise to release and discharge TMCT of and from all claims and causes of action, both in law and equity, relating to any past action of TMCT or any past action of its agents , employees or representatives arising from or related to the application and/or enforcement of Resolution No. 83-7-19-3 to TMCT. 3 . That liability for all claims, demands, actions and causes of action of every kind and nature herein released is denied by the parties released, and this final compromise and settlement shall never be treated as an admission of liability or responsibility at any time for any purpose, nor shall this -2- agreement ever be treated as an admission that the merits of any claim or counterclaim have been resolved either favorably or adversely to any party. 4 . Concurrently with the execution of this Agreement, the parties, through their respective attorneys of record, shall execute a Stipulation for Order Dissolving Preliminary Injunction and for Return of Undertaking; said Order shall be in the form of Exhibit "A" attached hereto. TMCT is empowered to cause the filing of said stipulation and the processing of the order thereon. 5. That each party to this Agreement represents and warrants that it has not made any assignments of the claims and causes of action which it has herein released, and each hereby agrees to forever indemnify the party released of and from all costs, attorneys ' fees, losses, damages, liabilities and judgments which may be hereinafter incurred or sustained by such party by reason of the assertion of any such released claim or cause of action by any person, firm or corporation who is an assignee or indemnitor of the undersigned. 6 . That the parties hereby affirm that they have not commenced any other action at law or otherwise against the other party hereto on account of any matter or claim arising out of the facts or incidents involved in the above-described lawsuit. 7 . That the parties hereby further agree to indemnify each other against any loss, cost, damage or liability on account of any action brought by one party or an agent thereof against the other in violation of this Agreement. -3- 1 GIBSON, DUNN & CRUTCHER RICHARD G. DUNCAN, JR. 2 MICHAEL G. YODER TROY L. TATE 3 800 Newport Center Drive Suite 700 4 Newport Beach, California 92660 5 (714) 759-3800 6 Attorneys for Plaintiff TIMES MIRROR CABLE TELEVISION 7 OR ORANGE COUNTY, INC. 8 9 SUPERIOR COURT OF THE STATE OF CALIFORNIA 10 FOR THE COUNTY OF ORANGE 11 12 TIMES MIRROR CABLE TELEVISION ) Case No. 41 56 35 OF ORANGE COUNTY, INC. , a ) 13 California corporation, ) STIPULATION FOR ORDER DISSOLVING PRELIMINARY 14 Plaintiff, ) INJUNCTION AND FOR RETURN OF UNDERTAKING; AND ORDER 15 V. ) 16 THE CITY OF SAN JUAN CAPISTRANO , ) a political subdivision of the ) 17 State of California, and DOES ) 1 through 10 , inclusive , ) 18 ) Defendants. ) 19 ) 20 WHEREAS , plaintiff Times Mirror Cable Television of 21 Orange County, Inc . ("TMCT") filed its Complaint for Declaratory 22 and Injunctive Relief and for Civil Rights Violations in the 23 within action on November 7 , 1983; 24 WHEREAS, upon the filing of its Complaint, TMCT 25 applied for and obtained an Order to Show Cause Re Preliminary 26 Injunction; 27 WHEREAS , a Preliminary Injunction was entered and 28 filed by the Court on November 29 , 1983; c1bM,Dm i Cnddw Exhibit "A" i 1 WHEREAS , the Court ordered that said Preliminary 2 Injunction was to become effective only upon TMCT ' s filing of 3 an Undertaking in the sum of $20 ,000 ; 4 WHEREAS , on December 1 , 1983 , TMCT filed an Undertaking 5 under Section 529 C.C.P. in the sum of $20 ,000; and g WHEREAS , the parties have now agreed to a compromise 7 and settlement of the within action, and as part of their 8 compromise and settlement have agreed that the Preliminary 9 Injunction be dissolved, and the Undertaking filed by TMCT be 10 withdrawn from the Court files and returned to TMCT. 11 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED 12 by and between the parties hereto, through their respective 13 attorneys of record herein, as follows: 14 1 . The Preliminary Injunction entered 15 and filed herein be dissolved and vacated 16 forthwith; 17 2 . The Undertaking filed by TMCT be 18 withdrawn from the Court files and returned 19 to TMCT forthwith; and 20 21 22 23 24 25 26 27 28 Clba ,Dwn\CnRcllx _ 2 i • 1 3 . An appropriate order may be entered 2 herein ex parte , and without further notice 3 to any party. 4 DATED: November _, 1984 GIBSON, DUNN & CRUTCHER RICHARD G. DUNCAN, JR. 5 MICHAEL G. YODER 6 7 BY Michael G. Yoder 8 Attorneys for Plaintiff TIMES 9 MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC. 10 11 DATED: November _, 1984 RUTAN & TUCKER WILLIAM M. MARTICORENA 12 KATHY JENSON 13 14 BY William M. Marticorena 15 Attorneys for Defendant 16 THE CITY OF SAN JUAN CAPISTRANO 'k 17 18 O R D E R 191 IT IS HEREBY ORDERED that: 20 1 . The Preliminary Injunction entered and I 21 filed in this action on November 29 , 1983 , be and 22 it is hereby dissolved and vacated; and 23 2 . The Undertaking filed by plaintiff Times 24 Mirror Cable Television of Orange County, Inc. on 25 December 1 , 1983 be withdrawn from the Court files 26 and returned to plaintiff Times Mirror Cable 27 Television of Orange County, inc . forthwith. 28 judge sis.a,sw crutaw or the superior our 3 - ORDIN*E NO. . NON-EXCLUSIVE FRANCHISE (TIMES MIRROR CABLE TELEVISION) AN ORDINANCE OF THE CITY OF. SAN JUAN CAPISTRANO, CALIFORNIA, RELATING TO THE NON-EXCLUSIVE FRANCHISE OF TIMES MIRROR CABLE TELE=TON AND AMENDINGORDINANCENO. 149 AND REPEALING ORDINANCE NO. 389 THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA DOES ORDAIN AS FOLLOWS : Section 1 . Amendments Ordinance No. 149 is hereby amended to read as follows : 1 . Section 1 is amended to read as follows: Section 1 . The right, privilege, and non-exclusive franchise which was originally granted to Times-Mirror TV Cable Company and is presently held by Times Mirror Cable Television of Orange County, Inc . , authorizes the construc- tion, installation, operation and maintenance of a television and FM reception and relay system, together with all wiring, poles and equipment necessary or convenient to transmit tele- vision and FM signals by coaxial cable, in, along or across, over or under the public streets, highways, alleys, public properties or public easements within the incorporated limits of the City of San Juan Capistrano, State of California. The said franchise and privilege shall be subordinate to any public utility existing franchise or franchise herein- after granted or lawful occupancy of any public highway, street, road or other public property for the purpose of erecting, operating and maintaining poles, lines , conduits , cables, gas pipe lines and other necessary fixtures used in EXHIBIT °B" -1- 0 0 connection with the purpose of said existing franchise or franchises hereafter granted or any extension thereof. 2 . Section 3 is amended to read as follows: Section 3 . Definitions. For the purposes of this Ordi- nance unless otherwise apparent from the context, certain words and phrases are defined as follows: ( a) "Cable television system" shall mean and include any facility that, in whole or in part, receives, directly or indirectly, over the air and amplifies or otherwise modifies the signals transmitting programs broadcast by one or more television or radio stations and distributes such signals by wire or cable to subscribing members of the public who pay for such services. Any modified definition of a cable television system approved by the Federal Communications Commission ( "FCC" ) subsequent to the effective date of this Ordinance, shall im- mediately apply to all the terms and conditions of this ordi- nance and shall completely supersede all previous definitions for the purposes of interpreting the provisions of this Ordi- nance. (b) "Cable TV Board" shall mean a body of persons act- ing under Council authority and appointed by the Council . The membership of the Board shall consist of persons from the community and/or from the administrative staff of the City. The powers and duties of the Board shall be determined by the Council . -2- (c) "City" shall mean the City of San Juan Capistrano, State of California, in its present form or in any later recognized, consolidated, or enlarged form. (d) "City Manager" shall mean the City Manager of the City or his designee. (e) "Council" shall mean the City Council of San Juan Capistrano. (f) "Director of Administrative Services" shall mean the Director of Administrative Services or his designee. (g) "Grantee" shall mean Times Mirror Cable Television of Orange County, Inc . , and the lawful successor, transferee, or assignee of such corporation. (h) "Highways" shall mean and include public highways, streets, alleys, roadways, or other public places, as the same now or hereafter may be dedicated to the City for street purposes in the City. (i ) "Materially alter" shall mean and apply to a change that significantly and adversely affects the ability of Grantee to provide the cable TV services in accordance with its franchise at reasonable profit. (j ) "Gross revenues" shall mean any and all compensa- tion received directly or indirectly by Grantee, including the following: ( 1) Installation fees; (2 ) Disconnect and reconnect fees; -3- 0 0 (3 ) Rental fees, including, but not limited to, deposits accepted by Grantee; (4) Fees for the transmission of broadcast signals and access and origination channels, if any; (5) Per-program or per-channel charges; (6) Leased channel or facility revenues; (7) Advertising revenue; and, (8) Any other income derived from the system. Gross revenues shall exclude all sales taxes and excise taxes payable by Grantee to Federal, State, or County govern- ments as a direct result of Grantee' s operation of its cable television system. Refunds and deposits shall be deducted from current gross revenues upon return. (k) "Property of Grantee" shall mean all property owned, installed, or used within the City by Grantee in the conduct of a cable television system business under the authority of the franchise granted by this Ordinance. ( 1 ) "Street" shall mean the surface, the air space above the surface, and the area below the surface of any pub- lic street or other public right-of-way or public place, including public utility easements. (m) "Subscriber" or "user" shall mean any person or entity receiving for any purpose any service of Grantee' s cable television system, including, but not limited to, the conventional cable television system service of transmissions of television broadcasts, radio signals, original cablecast- -4- 0 ing, and the local government, education, and public access channels, or other services, such as leasing of channels, data and facsimile transmissions, pay television, and police, fire, and similar public service communications. 3 . Ordinance No . 149 is hereby amended to add Section 19 through Section 44, which read as follows: Section 19. Exclusive use of telephone facilities. When and in the event that Grantee uses in its cable television system distribution channels furnished to Grantee by a telephone company pursuant to tariff or a contract on file with a regulatory body having jurisdiction, and Grantee makes no use of the streets independent of such telephone company furnished facilities, Grantee shall be required to comply with all of the provisions of this Ordinance as a "licensee" , and, in such event, wherever the term "Grantee" is used in this Ordinance it shall be deemed to mean and include "licensee" . Section 20. Supplemental rules, regulations, and standards. ( a) Adoption: Authority. The Council shall have con- tinuing regulatory jurisdiction and supervision over the operation of Grantee' s franchise and may from time to time adopt such reasonable rules and regulations as it deems necessary for the conduct of the cable television system. The Council may adopt administrative procedures to ensure compliance with the terms of the franchise and may assess -5- 0 0 penalties for noncompliance, which penalties may be specified in the franchise. (b) Adoption and amendments: Procedure. Provided they do not materially alter the content of the franchise without the consent of Grantee, the Council may at any time adopt new rules, regulations, or standards, or may amend, modify, delete, or otherwise change its respective rules, regula- tions, or standards previously adopted as follows: ( 1 ) Resolutions of intention. The Council shall pass its resolution of intention stating or describing the rules, regulations, or standards to be adopted, amended, modified, deleted, or otherwise changed and fixing and set- ting forth a day, hour, and place certain when and where any persons having any interests therein or objections thereto may appear before the Council and be heard. Such resolution shall direct the City Clerk to publish such resolution at least once within ten ( 10) days after the passage thereof and to mail a copy of such resolution to Grantee not more than thirty (30) days, nor less than fifteen ( 15) days, prior to the time fixed for the hearing thereon. (2 ) Hearings. At the time set for such hearing, or at any adjournment thereof, the Council shall proceed to hear and pass upon such comments as may be presented. There- after, the Council, by resolution, may adopt, amend, modify, delete, or otherwise change its respective rules, regula- -6- tions, and standards . Such determination by the Council shall be final and conclusive. ( 3 ) Effective date. Any rule, regulation, or standard as adopted, amended, modified, deleted, or otherwise changed by the Council shall become effective upon the tenth (10th) day following the adoption of such resolution, unless a longer period shall be otherwise provided in such resolu- tion. Section 21 . Franchises : Designated Service Areas . (a) Grantee ' s franchise shall be nonexclusive and shall authorize Grantee to construct, operate and maintain a cable television system within the service area as shown on the map attached hereto as Exhibit "A" ( "Designated Service Area" ) . (b) Grantee ' s franchise shall further authorize grantee to extend cable television service, and as necessary to construct, operate and maintain a cable television system, within service areas of the City outside of its Designated Service Area, without any prior authorization of the City. Provided, however, that Grantee shall be required to obtain authorization of the City before extending cable television service to service areas of the City outside of its Designated Service Area if in the twelve (12 ) months immediately prior to the proposed extension of cable television service there has been any of the following: -7- • i ( 1) Three (3) or more fines have been imposed upon Grantee pursuant to either the provisions of this Ordinance or Government Code § 53066. 1; (2 ) Six (6) or more consumer complaints have been reviewed by the City Manager and in each case a determination reached, after Grantee has exhausted any available review or appeal, adverse to Grantee; or (3 ) Grantee falls below the FCC' s minimum techni- cal specifications as outlined in Part 76, Subpart K of the FCC Cable Rules for more than a period of thirty (30) con- secutive days. (c) It is the City' s intent to make cable television service available to all citizens without placing an undue burden on Grantee or subscribers. Grantee shall extend ser- vice beyond the Designated Service Area in conformance with the following Line Extension Policy: ( 1) Service at the established connection fee. ( i ) Any resident desiring service shall be serviced upon request at the established connection fee pro- vided the dwelling unit is located within 150 feet of the cable feeder Line in place. (ii ) Any group of residents located in an unserviced area anywhere within the City boundaries, shall be served upon request at the established connection fee provid- ed the following density of participating subscribers exists: Overhead cable: 40 or more per cable mile. Underground -8- cable: 80 or more per cable mile. Measurements shall be made from the nearest distribution cable. (2 ) Measurement: Footage shall be measured as follows : (i) Drop line extension: Measurement shall be made from the nearest point on the cable line to a drop entry point on the dwelling unit structure, even though actual installation route may be longer. If any additional easements are required, they shall be the responsibility of the subscriber. (ii ) Cable line extension: Measurements shall be made along the most practical route from the nearest point on the cable line to the nearest property line of the dwel- ling unit. (3 ) Service on a cost-sharing basis: Upon request from any residents or group of residents desiring service who do not meet the conditions set forth in item ( 1) , Grantee shall extend service, but the cost of extension shall be paid by each subscriber on a cost-sharing basis except that Grantee shall provide at its own cost and expense up to 150 feet of drop line as required. (4) Cost-sharing refunds: Where line extension has been financed by one or more residents, any new subscrib- ers taking advantage of the line extension shall be required to pay a pro-rata share of the cost by refund to the resi- -9- 0 0 dents who financed the extension, if occurring within three (3 ) years of installation. Any resident or group of residents may apply to the City Manager for information or assistance in negotiations with Grantee, and in any event, the City Manager must approve any agreement reached between Grantee and residents for extension of services to ensure that franchise terms are met. In no case is any resident obligated to subscribe to cable service. The terms for line extension specified in this paragraph apply to all areas of the City, including newly annexed areas. (5) Time limitations on line extension: Any requests received by Grantee for line extension shall be reported to the City Manager, responded to within thirty (30) days, and construction commenced within one hundred-twenty ( 120) days of obtaining necessary permits, and completed within a reasonable time. (6) Additional responsibilities of resident: In the case of extensions made pursuant to ( 1 ) and (3 ) above in underground areas, the resident shall be responsible for pro- viding a trench, back fill and conduit for the drop cable connection. Section 22 . Franchise : Payments. (a) Amounts. In consideration of the granting and exercise of a franchise to use the streets for the operation -10- 0 • of a cable television system, Grantee shall pay to the City, quarterly, during the life of the franchise three percent (3%) of its annual gross revenues generated from its fran- chise. (b) Manner and time of payments. Grantee shall pay its franchise fee to the Treasurer of the City on a quarterly basis. The quarters shall end upon the following dates: March 31, June 30, September 30, and December 31 . Within sixty (60) days after the close of each quarter, Grantee shall file with the City a financial statement, certified by an officer of Grantee or a certified public accountant show- ing in detail the gross revenues of Grantee during the pre- ceding quarter. Upon filing such financial statements, Grantee shall pay to the Treasurer of the City a sum equal to three percent (3%) of its gross revenues for the preceding quarter. Any additional sum owed to the City or any overpay- ment to be refunded by the City shall be paid or refunded as provided in paragraph (c) . (c) Financial statements. Grantee shall file with the City, within ninety (90) days after the expiration of any calendar year during which such franchise is in force, a financial statement, certified by an officer of Grantee or a certified public accountant at the discretion of the Council, showing in detail the gross receipts of Grantee during the preceding calendar year. It shall be the duty of Grantee to pay to the City, within ten ( 10) days after the time for fil- -11- 0 0 ing such statements, any unpaid balance for the calendar year covered by such statements. The City shall, within ten ( 10) days after the filing of such statement, refund any amount paid for the calendar year covered by the statement which exceeds three percent (3%) of annual gross revenues for that year. (d) Penalties. In the event the unpaid balance for any calendar year is not received by the City within the time set forth in subsection (c ) of this section, Grantee shall pay to the City a penalty of two (2%) percent per month on the unpaid balance until paid, in addition to the unpaid balance itself. (e) Audits. The City shall have the right to inspect the revenue records of Grantee under the franchise and the right to audit and recompute any and all amounts payable pur- suant to the provisions of this Ordinance. The cost of such audits shall be borne by Grantee when the audits result in increasing, by more than five (5%) percent, the annual pay- ments of Grantee to the City. (f) Acceptance effect. No acceptance of any payment shall be construed as a release or as an accord and satisfac- tion of any claim the City may have for further or additional sums payable pursuant to the provisions of this Ordinance or for the performance of any other obligation pursuant to the provisions of this Ordinance. -12- (g) Reporting requirements. In addition to the finan- cial statement filed wih the City in connection with the franchise payment, Grantee shall provide the following: ( 1) Copies of all filings and reports to the FCC at the time of filing with the FCC; (2 ) An annual report containing financial and ser- vice information in the content and form specified in the franchise; and (3 ) Interim reports as may be required by the Council . Section 23 . Franchises: Uses permitted. Grantee ' s franchise shall authorize and permit Grantee to engage in the business of operating and providing a cable television system in the City and, for that purpose, to install, construct, repair, replace, reconstruct, maintain, and retain in, on, under, upon, across, and along any street such wires, cables, conductors, ducts, conduits, vaults, man- holes, amplifiers, appliances, attachments, and other prop- erty as may be necessary and appurtenant to the cable televi- sion system, and in addition, so to use, operate and provide similar facilities or properties rented or leased from other persons, firms, or corporations, including, but not limited to, any public utility or other person franchised or permit- ted to do business in the City. Section 24. Franchises : Limitations . (a) Grantee' s franchise shall be nonexclusive . -13- (b) No privilege or exemption shall be granted or con- ferred by Grantee ' s franchise except those privileges or exemptions specifically set forth in this Ordinance . (c ) Any privilege claimed under Grantee ' s franchise by Grantee in any street or other public property shall be sub- ordinate to any prior lawful occupancy of the street or other public property. (d) Grantee' s franchise shall be a privilege to be held in personal trust by the original Grantee. Grantee' s fran- chise shall not in any event be sold, transferred, leased, assigned, or disposed of, in whole or in part, either by forced or involuntary sale, merger, consolidation, or other- wise, without the prior consent of the Council expressed by resolution following at least one public hearing, and then only under such conditions as may therein be prescribed. Any such transfer or assignment shall be made only by an instru- ment in writing, such as a bill of sale or similar document, a duly executed copy of which shall be filed in the office of the City Clerk within thirty (30) days after any such trans- fer or assignment. The consent of the Council may not be unreasonably refused; provided, however, the proposed assign- ee shall show financial responsiblity as determined by the Council and shall agree, further, that no such consent shall be required for a transfer in trust, mortgage, or other hypothecation, in whole or in part, to secure an indebted- ness, except that when such hypothecation shall exceed fifty -14- • • (50%) percent of the market value of the property used by Grantee in the conduct of the cable television system, the prior consent of the Council shall be required for such transfer. Such consent shall not be withheld unreasonably. In the event Grantee is a corporation, the prior approv- al of the Council, expressed by Ordinance, shall be required where there is an actual change in control or where the ownership of more than fifty (50%) percent of the voting stock of Grantee is acquired by a person or a group of per- sons acting in consent, none of whom already owns fifty (50%) percent or more of the voting stock, singly or collectively. Any such acquisition occurring without the prior approval of the Council shall constitute a failure to comply with the provisions of this Ordinance within the meaning of Section 26 of this Ordinance . (e) Time shall be of the essence in Grantee ' s fran- chise. Grantee shall not be relieved of its obligation to comply promptly with any provision of this Ordinance by any failure of the City to enforce prompt compliance. (f) Any right or power in, or duty impressed upon, any officer, employee, department, or board of the City shall be subject to transfer by the City to any other officer, employ- ee, department, or board of the City. (g) Grantee shall have no recourse whatsoever against the City for any loss, cost, expense, or damage arising out of any provision or requirement of its franchise. -15- 9 0 (h) Grantee shall be subject to all requirements of City laws, rules, regulations, and specifications enacted or established. (i ) Grantee' s franchise shall not relieve Grantee of any obligation involved in obtaining conduit space from any department of the City, from any utility company, or from others maintaining utilities in streets. Section 25 . Franchises : Terms: Renewal : Renegotiation. ( a) Scope. Due to the rapid changes occurring in the regulatory, technical, financial, marketing, and legal aspects of cable communications, and in order to provide maximum flexibility for the community as well as work toward an advanced and modern cable television system for the City, Grantee' s franchise shall be subject to renewal and renegoti- ation as herein provided. (b) Renewal : Procedure. Grantee' s franchise shall be for the term to be set in the franchise. Thereafter, after full public hearings, and in accordance with the franchise renewal procedure set forth in this subsection, the franchise may be renewed for a term not exceeding twelve ( 12) years as in the opinion of the Council will serve the public interest. The procedure to consider a franchise renewal shall be as follows: ( 1 ) Thirteen ( 13 ) months before the expiration of the franchise, the Cable TV Board shall review the perfor- mance of Grantee and the provisions of this Ordinance. -16- 0 0 (2) After giving public notice, the Cable TV Board shall review the provisions of Grantee' s franchise as well as the performance of Grantee. (3 ) The Cable TV Board shall complete and submit its recommendations to the Council no later than six (6) months prior to the expiration of the franchise. (4) If the Council finds the performance of Grantee to be satisfactory, a new franchise may be granted pursuant to the provisions of this Ordinance. (c) Renewal: Renegotiation. The City and Grantee, upon the written request of either party, shall meet in scheduled sessions for the review or renegotiation of any of the terms and conditions of the franchise as follows: ( 1) All sessions shall be scheduled at a mutually convenient time and place and shall be conducted under an agenda setting forth the topics to be discussed at each ses- sion. Either party may add additional topics to the agenda by providing prior written notice thereof to the other party. (2 ) The sessions shall be scheduled at the earli- est convenient date for the parties . Unless otherwise agreed to by both parties, the sessions shall commence within ninety (90) days after the date of the written request for such ses- sions. (3 ) All scheduled sessions may be conducted informally, unless a prior written request is made by either party for a formal public session, in which event such ses- -17- 0 0 Sion shall be open to the public, and public notice shall be given of the session and the topics to be discussed at least five (5) days prior to the session. (4) All scheduled sessions shall be conducted by the Cable TV Board or the City staff appointed by the Council which shall prepare and file with the Council a public report of the sessions and any recommendations of change in the terms and conditions of the franchise and the findings and reasons therefor. (5) Amendments to the provisions of this Ordinance or to the franchise shall be adopted in accordance with the procedures set forth by law. Section 26. Franchises: Termination. (a) Authority. The Council may terminate Grantee ' s franchise in the event of the neglect, wilful failure, or refusal by Grantee to do or comply with any material require- ment or limitation set forth in this Ordinance or any mate- rial rule or regulation of the Council validly adopted pursu- ant to the provisions of this Ordinance. Such termination shall be made only after full public hearings and in accor- dance with the following procedures: (b) Notices to comply. The Council or City Manager may make a written demand that Grantee do or comply with any such requirement, limitation, term, condition, rule, or regula- tion. -18- 0 0 (c) Requests to terminate. If the failure, refusal, or neglect of Grantee continues for a period of thirty (30) days, or an agreed upon additional period of time, following such written demand, the Council or City Manager may place a request for the termination of the franchise upon the next regular Council meeting agenda. The Council or City Manager shall cause to be served upon Grantee, at least ten (10) days prior to the date of such Council meeting, a written notice of the intent to request such termination and the time and place of the meeting, notice of which shall be published by the City Clerk at least ten ( 10) days before such meeting. (d) Requests to terminate: Hearings. The Council shall consider the request to terminate the franchise and shall hear any person interested therein and determine in its dis- cretion whether or not any failure, refusal, or neglect by Grantee was material and without just cause. (e) Compliance: Time limits. If such failure, refusal, or neglect by Grantee was with just cause, the Council shall direct Grantee to comply within such time and manner and upon such terms and conditions as are reasonable. If the Council shall determine such failure, refusal, or neglect by Grantee was without just cause, the Council, by resolution, may declare that the franchise of Grantee shall be terminated and forfeited unless there shall be compliance by Grantee within such period as the Council may fix. -19- 0 0 ( f) Termination: Effect. The termination and forfei- ture of any franchise shall in no way affect the rights of the City under the franchise or any provision of law. (g) Termination: Compensation. In the event of any holding over after the expiration or termination of Grantee' s franchise without good cause, Grantee shall pay to the City, as liquidated damages, the operating revenue it receives dur- ing such period. Section 27 . Rights reserved to the City. ( a) The provisions of this Ordinance shall not be deemed or construed to impair or affect in any way, to any extent, the right of the City to acquire the property of Grantee, either by purchase or through the exercise of the right of eminent domain, at a fair and just value as a going concern, which shall not include any amount for the franchise itself or for any of the rights or privileges granted. The provisions of this Ordinance shall not be construed to con- tract away or to modify or abridge, either for a term or in perpetuity, the City' s right of eminent domain. (b) There is hereby reserved to the City every right and power which is required to be reserved or provided by the provisions of this Ordinance or by any law, and Grantee agrees to be bound thereby and to comply with any action or requirement of the City in its exercise of such rights or powers. -20- 9 0 (c) There is hereby reserved to the City the power to amend any provision of this Ordinance so as to require addi- tional or greater standards of construction, operation, main- tenance, or otherwise on the part of Grantee, to reflect technical and economic changes occurring during the franchise term, and to enable the City and any Grantee to take advan- tage of new developments in the cable television industry so as to more effectively, efficiently, and economically serve the public. (d) No provision of this Ordinance shall constitute a waiver or bar to the exercise of any governmental right or power of the City. (e) The Council may do all things which are necessary and convenient in the exercise of its jurisdiction pursuant to the provisions of Grantee' s franchise and may determine any question of fact which may arise during the existence of said franchise. The City Manager is hereby authorized and empowered to adjust, settle, or compromise any controversy or charge arising from the operations of Grantee pursuant to the provisions of this Ordinance, either on behalf of the City, Grantee, or any subscriber, in the best interests of the pub- lic . Either Grantee or any member of the public who may be dissatisfied with the decision of the City Manager may appeal the matter to the Council within thirty (30) days thereof, for a hearing and determination. The Council may accept, -21- 0 0 reject, modify, or cancel any charge arising from the opera- tions of Grantee or from any provision of its franchise. (f) The City shall have the right, free of charge, to make additional use, for any public or municipal purpose, whether governmental or proprietary, of the conduits or other similar facilities erected, controlled, or maintained exclu- sively by or for Grantee in any street provided such use by the City does not interfere with the use of Grantee. (g) Notwithstanding any provision of Grantee' s fran- chise or any other law of the City to the contrary, the City shall not have the power to materially alter the rights of Grantee without the express consent of Grantee. (h) The City shall have the right from time to time to conduct an independent technical survey of any cable system operating in the City. The survey will be conducted at the sole expense of the City. Grantee will cooperate in provid- ing information to the City. Section. 28 . Properties of Grantees: Location. (a) Grantee shall utilize existing conduits and other facilities whenever possible and shall not construct or install any new, different, or additional conduits or other facilities, whether on public property or on privately-owned property, unless and until first securing the written approv- al of the City Manager. Provided, however, that written approval shall not be required for any repairs to existing conduits or to other facilities. -22- • (b) In those areas of the City where the transmission or distribution facilities of the respective public utilities providing telephone, communication, and electric services are underground or are placed underground in the future, Grantee shall construct, operate, and maintain all of its transmis- sion and distribution facilities underground; provided, how- ever, upon obtaining the written approval of the City Manager, amplifiers and taps in Grantee' s transmission and distribution lines may be placed in appropriate housings upon the surface of the ground. For the purposes of this section "underground" shall include a partially underground system. (c ) Where the system is to be underground, the cable shall be buried not less than eighteen ( 18" ) inches from the surface and crossings of arterial highways as shown on the City' s circulation element and shall not be open-trenched, unless specific approval is given by the Director of Public Works . (d) Grantee shall give at least two (2 ) days' notice on cable burial and shall relocate, alter, or otherwise conform to the needs of the City where the underground service facil- ities of the City are involved. (e) The poles, cable wires, conduits, and other proper- ties of Grantee to be constructed or installed in streets shall be so constructed or installed only at such locations and in such manner as shall be approved by the Director of -23- Public Works acting in the exercise of his reasonable discre- tion. ( f) Grantee shall not install or erect any facility or apparatus in or on other public property, places, or rights- of-way or within any privately-owned area within the City which has not yet become a public street but is designated or delineated as a proposed public street on any tentative sub- division map approved by the City, except those installed or erected upon existing public utility facilities, without obtaining the prior written approval of the Director of Pub- lic Works. (g) Grantee shall conform to all the relevant provi- sions of all Federal, State, and City laws. Section 29 . Properties of Grantees : Removal and abandonment. ( a) In the event the use of any part of the cable tele- vision system of Grantee is discontinued for any reason for a continuous period of twelve ( 12 ) months without prior written notice to, and approval by, the City, or in the event any part of such system or property has been installed in any street or public place without complying with the provisions of this Ordinance, or if such franchise shall be terminated, cancelled, or expire, Grantee, upon being given fifteen ( 15) days notice, shall promptly remove from any street or public place all such property and poles of Grantee other than any which the Director of Public Works may permit or require to -24- 0 0 be abandoned in place, and Grantee shall promptly restore the street or other area from which such property has been removed to a condition satisfactory to the Director of Public Works . (b) The Council upon written application therefor by Grantee, may approve the abandonment of any of such property in place by Grantee and under such terms and conditions as the Council may prescribe. . Upon the abandonment of any such property in place, Grantee shall cause to be executed, acknowledged, and delivered to the City such instruments as the City Attorney shall prescribe and approve transferring and conveying the ownership of such property to the City. (c) Any property of Grantee remaining in place sixty (60) days after the termination or expiration of the fran- chise shall be considered permanently abandoned. The City Manager may extend such time not to exceed an additional sixty (60) days. (d) Any property of Grantee to be abandoned in place shall be abandoned to the City in such manner as the Director of Public Works shall prescribe. Upon the permanent abandon- ment of the property of Grantee in place, the property shall become that of the City, and Grantee shall submit to the Director of Public Works an instrument in writing, to be approved by the City Attorney, transferring to the City the ownership of such property. -25- Section 30. Changes required by public improvements. Grantee, at its expense, shall protect, support, tempo- rarily disconnect, relocate, or remove any property of Grantee when, in the opinion of the City Manager or Director of Public Works, the same is required by reason of traffic conditions, public safety, street vacation, freeway or street construction, the change or establishment of street grades, or the installation of sewers, drains, waterpipes, power lines, signal lines, transportation facilities, tracks, or any other types of structures or improvements by governmental agencies, whether acting in a governmental or a proprietary capacity, or any other structure or public improvement, including, but not limited to, the movement of buildings, urban renewal and redevelopment, and any general program under which the City shall undertake to cause all such prop- erties to be located beneath the surface of the ground. Grantee in all cases shall have the privilege, subject to the corresponding obligations, to abandon any property of Grantee in place as provided in its franchise. No such action shall be deemed a taking of the property of Grantee, and Grantee shall be entitled to no surcharge by reason of any such action. Section 31 . Failure to perform street work. Upon the failure, refusal, or neglect of Grantee to cause any work or other act required by law or by the provi- sions of this Ordinance to be properly completed in, on, -26- 0 • over, or under any street to the satisfaction of the Director of Public Works within any time prescribed therefor, or upon notice given where no time is prescribed, the Director of Public Works may cause such work or other act to be completed in whole or in part and, upon so doing, shall submit to Grantee an itemized statement of the costs thereof. Grantee, within thirty (30) days after the receipt of such statement, shall pay to the City the entire amount thereof. Section 32 . Bonds and Security Deposits . ( a) Performance of law and franchise provisions. Grantee shall keep on file with the City Clerk, during the entire term of its franchise, a corporate surety bond in the amount of One Thousand Dollars ( $1, 000 . 00) . The bond shall be so conditioned that in the event Grantee shall fail to comply with any one or more of the pro- visions of this Ordinance or of its franchise, there shall be recoverable jointly and severally from the principal and surety any damages, losses, or costs suffered or incurred by the City as a result thereof, including attorney' s fees if Grantee is at fault and the costs of any action or proceed- ing, and including the full amount of any compensation, indemnification, or cost of the removal or abandonment of any property or other costs which may be in default, up to the full principal amount of such bond. Such condition shall be a continuing obligation for the duration of such franchise and thereafter until Grantee shall have satisfied in full any -27- • and all obligations to the City which shall arise out of or pertain to such franchise. Neither the provisions of this section, nor any bond accepted by the City pursuant to the provisions of this section, nor any damages recovered by the City thereunder shall be construed to excuse faithful per- formance under the franchise issued pursuant to the provi- sions of this Ordinance or for damages, either to the full amount of the bond or otherwise. (b) Performance of agreements and undertakings with subscribers. Within thirty (30) days after the adoption of this section, Grantee shall keep and maintain a continuing cash deposit of One Thousand Dollars ($1, 000. 00) with the Director of Administrative Services. The initial deposit shall be accompanied by a written agreement providing that if Grantee shall fail to comply with any one or more provisions of any agreement or undertaking made between Grantee and any subscriber, any damages or costs suffered or incurred by any such subscriber as a result thereof, including reasonable attorney' s fees if Grantee is at fault and the cost of any action or proceeding may be recoverable from such deposit. Grantee shall, moreover, replenish the aforesaid fund to maintain the minimum balance at all times. Section 33 . Hold harmless agreements. Grantee shall indemnify and hold harmless the City and its officers, boards, commissions, agents, and employees against and from any and all claims, demands, causes of -28- 0 0 actions, actions, suits, proceedings, and damages, including, but not limited to, damages to City property, damages arising out of copyright infringements, and damage arising out of any failure by Grantee to secure consents from the owners, authorized distributors, or licensees of programs to be delivered by the cable television system, costs or liabili- ties, including costs or liabilities of the City with respect to its employees, of every kind and nature whatsoever, including, but not limited to, damages for injuries or death or damages to persons or property, regardless of the merit of any of the same, and against all liability to others, and against any loss, cost, and expense resulting or arising out of any of the same, including any attorney fees, accountant fees, expert witness or consultant fees, court costs, per diem expense, traveling and transportation expense, or other costs or expenses arising out of, or pertaining to the exer- cise or the enjoyment of its franchise. Provided, however, that under no circumstances shall Grantee have any obligation to indemnify or hold the City harmless for any negligent or intentional act or omission of the City or any of the City' s agents, representatives, officers, employees, boards or com- missions . Section 34. Defense of litigation. Grantee, at the sole risk and expense of Grantee, upon the demand of the City made by and through the City Attorney, shall appear in and defend any and all suits, actions and -29- 0 0 other legal proceedings, whether judicial, quasi-judicial, administrative, legislative, or otherwise, brought or insti- tuted or had by third persons or duly constituted authorities against or affecting the City and its officers, boards, com- missions, agents, or employees and arising out of or pertain- ing to the exercise or the enjoyment of its franchise or the granting thereof by the City. Grantee shall pay and satisfy, or shall cause to be paid and satisfied, any judgment, decree, order, directive, or demand rendered, made, or issued against Grantee or the City and its officers, boards, commissions, agents, or employees arising out of or pertaining to the granting or exercise of its franchise. Such payment or satisfaction shall exist and continue without reference to or limitation by the amount of any bond, policy of insurance, deposit, undertaking, or other assurance required by the provisions of this Ordinance or otherwise; provided, however, neither Grantee nor the City shall make or enter into any compromise or settlement of any claim, demand, cause of action, action, suit, or other pro- ceeding arising out of or pertaining to the granting or exer- cise of Grantee' s franchise without first obtaining the writ- ten consent of the other. Section 35. Insurance . Within thirty (30) days after the adoption of this sec- tion, Grantee shall file with the City Clerk and shall there- after during the entire term of such franchise maintain in -30- 0 a full force and effect, at its own cost and expense, a general comprehensive liability insurance policy in the amount of One Million and no/100ths ($1, 000, 000. 00) Dollars, together with a bodily injury liability insurance policy in an amount not less than Five Hundred Thousand and no/100ths ( $500, 000. 00) Dollars for injuries, including accidental death, to any one person, and subject to the same limit for each person in an amount not less than One Million and no/100ths ($1, 000,000 . 00) Dollars on account of any one occurrence, and a property damage liability insurance policy in an amount not less than One Million and no/100ths ($1, 000, 000. 00) Dollars resulting from any one occurrence. The policies required by the provisions of this section shall name the City as an additional insured. I£ such insur- ance is provided by a policy which also covers Grantee or any other entity or person, such policy shall contain the stan- dard cross-liability endorsement. Section 36. Service standards . ( a) Technical standards. Cable television systems in the City shall be constructed, installed, operated and main- tained in a manner consistent with all applicable laws, ordi- nances, construction standards, governmental requirements and FCC technical standards. In addition, Grantee shall provide the City, upon request, with a written report of the results of the annual proof of performance tests conducted pursuant to FCC standards and requirements. -31- 0 0 (b) Basic services. The cable television system per- mitted to be installed and operated pursuant to Grantee' s franchise shall: (1) Be operationally capable of relaying to sub- scriber terminals those television and radio broadcast sig- nals for the carriage of which Grantee is authorized by the Federal Communications Commission; (2 ) Be constructed with the potential of two (2) way digital signal transmission; (3 ) Distribute color television signals which it receives in color; (4) Provide, as a minimum, no less than one ( 1) local access channel . Such channel capacity shall not be less than one (1) VHF channel for composite use, including use by local government, educational institutions, and the public . Said channels shall be provided upon the lowest level of basic service and for the lowest monthly basic ser- vice fee. Provided, however, that Grantee shall not be required to provide such local access channel if the require- ment to do so is or becomes inconsistent with any state or federal statute, rule, regulation or other law including, but not limited to, Section 53066. 1 of the California Government Code, which expressly preempts or supersedes the provisions of this Ordinance and, in particular, this subsection (b) (4) of Section 36. -32- 0 0 (5) Have a minumum capacity of twenty (20) chan- nels; and (6) Include all the necessary equipment and opera- tional capacity for the emergency transmission of audio and video signals from the headend over all channels simultan- eously; however, the City shall provide the diode switchings and access equipment. (c) Nonbasic services. The cable telelvision system permitted to be installed and operated pursuant to the provi- sions of this Ordinance may also engage in the business of: (1) Transmitting original cablecast programming not received through television broadcast signals; (2 ) Transmitting television pictures, film, and videotape programs not received through broadcast television signals, whether or not encoded or processed to permit recep- tion by only selected receivers or subscribers; and (3 ) Transmitting and receiving all other digital, voice, and audio-visual signals . (d) Municipal service. ( 1) With respect to the local access channel, Grantee, at the request of the City Manager, shall provide use of Grantee ' s studio, equipment, and technical services for the production of live and video-tape municipal programs, subject to the scheduling requirements of Grantee . (2 ) With respect to the basic television services, Grantee shall provide all subscriber services and a tie-in -33- • • connection, without cost, when the system passes such facili- ties and as designated by the Council to: (i ) Public schools and community colleges within the City; and ( ii ) Buildings owned and controlled by the City or County used for public purposes and not for residen- tial use . (e) Compatibility. It is the desire of the City that all cable television systems franchised within the City, insofar as financially and technically possible, shall be compatible one with another and with systems adjacent to the City. ( f) Grantee' s cable television system in the City shall maintain equipment capable of providing standby power for headend-transportation and trunk amplifiers for a minimum of two hours within two years of the adoption of this sec- tion. (g) Security. Grantee ' s cable television system in the City shall maintain adequate security of all headend, hubsite and other equipment so as to maintain system integrity and prevent vandalism. Such equipment should be fenced or secured in a manner acceptable to the City. Section 37 . Notification of Subscriber Rights. Grantee shall provide at least annually a written state- ment of subscriber rights and remedies to all subscribers. Said written statement shall describe the service standards -34- 0 0 contained in this Ordinance, as well as those standards which may, from time to time, be established by regulation of the City Council as well as remedies available to subcribers including, but not limited to, rebate and penalty provisions. Said written statement shall specify the name, title, mailing address, and telephone number of Grantee ' s responsible offi- cial for receipt and processing of subscriber complaints and inquiries, as well as the official of the City of San Juan Capistrano, as designated by the City, responsible for pro- cessing consumer complaints or inquiries by name, title, mailing address and telephone number. Grantee shall submit its proposed written statement of subscriber rights to the City Manager for review and approval no less than thirty (30) days prior to distribution. In the event that the City Manager determines that the proposed statement of subscriber rights is insufficient in any respect, and after giving Grantee reasonable time to revise said proposed written statement of subscriber rights consistent with the City Manager' s directions, the City Manager may, but is not required to, substitute his/her own statement of subscriber rights in lieu of that submitted by Grantee. Section 38. Subscribers: Rates and charges. ( a) Establishment. The Council, after due notice and hearings as set forth in this section, by resolution, shall establish and fix all rates and charges for the basic service allowable to Grantee including, but not limited to, : -35- 0 0 ( 1) Charges for installations, connections, and reconnections; (2 ) Special installation charges for problem sites; (3 ) General subscriber rates; (4) Service charges for separate classifications of service (e . g. , FM Radio broadcasts, additional connec- tions, and the like) ; (5 ) Preferential basic service rates; and (6) Advance payments. Once established, such rates or charges shall become part of the franchise agreement and shall not be changed at any time after the granting of a franchise, except after due notice and hearing as set forth in this section. Any charge for additional service or equipment, such as converters, shall be approved by the Council . At such time as the FCC shall permit, rates and charges for services other than the basic service shall also be approved by the Council by resolution, after due notice and hearings as set forth in this section. (b) Billing practices. The Council shall review any proposed change to Grantee ' s billing practices as they affect the subscriber rates or advance payments, and, once estab- lished, such billing practices shall not be changed without the prior consent of the Council in a public proceeding. (c) Increases and decreases. -36- . • • ( 1) Authority. The City or Grantee may request rate increases or decreases at any time during the term of Grantee' s franchise. Such consideration shall constitute a renegotiation of the terms of the franchise and shall observe the procedures set forth in Section 25 of this Ordinance . (2 ) Considerations . The Council shall approve or disapprove any increase or decrease of the basic service rates or establish additional basic service areas on the basis of what is fair to the subscriber and to Grantee and may include the following considerations; provided, however, the provisions of this subsection shall not apply to promo- tional sales campaigns which offer reduced rates; ( i) Value of the services; ( ii ) Rates for comparable services in sur- rounding communities; (iii ) Faithfulness of Grantee in abiding by the provisions of this Ordinance; (iv) Quality of service; (v) Efficiency of Grantee' s management; (vi) Depreciated original cost of the cable plant and associated equipment. All intangible assets for which costs have not actually been expended, such as the value of the franchise, goodwill, and the value of the going concern shall not be amortized as an expense, and a return shall not be paid on any of such values. Actual costs, such as the purchase of a system above the net book value, may be -37- 0 0 amortized over a period of not less than twelve ( 12 ) years, but the amortized portion shall not be included in any rate base or rate of return calculations; and (vii ) A fair rate of return on Grantee' s investment compared to investments having corresponding risks . (3 ) Preliminary hearings: Council direction. In connection with any proposed change of the rates or charges of Grantee to subscribers or the approval of rates for addi- tional services at any time after the granting of a fran- chise, the Council may direct the Cable TV Board to conduct a preliminary hearing into the matters. (4) Preliminary hearings: Notices. If so direct- ed by the Council, the Cable TV Board shall issue a written notice fixing and setting forth the day, hour, and place cer- tain when and where any person having any interest therein may appear and be heard. The City Clerk shall cause such notice to be published. The City Clerk shall also cause such notice to be posted at the designated official posting places within the City. The City Clerk also shall cause a copy of such notice to be mailed to Grantee at least ten ( 10) days prior to the date specified for the hearing, as well as to civic and community organizations. -38- 0 0 (5 ) Preliminary hearings. At the time set for such hearing, or at any adjournment thereof, the Cable TV Board shall proceed to hear the matter. (6) Preliminary hearings: Reports. Following the close of such hearing, the Cable TV Board shall prepare and file with the Council a report of the hearing, the findings of the Cable TV Board, an opinion containing the recommenda- tions of the Cable TV Board, and the reasons therefor. ( 7) Resolution of intention. After the expiration of ten ( 10) days following the receipt of the report and opinion of the Cable TV Board, and if no objection has been filed thereto, the Council shall determine whether to adopt the opinion or to hold a further hearing and shall pass its resolution of intention to do so, describing and stating any rates or charges to be changed, the reasons of the Council therefor, and fixing and setting forth a day, hour, and place certain when and where any person having any interest therein may appear before the Council and be heard. Such resolution shall direct the City Clerk to publish the resolution at least once within ten (10) days after the passage thereof and to post such resolution at the designated official posting places within the City. The City Clerk may also be directed by the Council to arrange for airing of the resolution on one local community TV channel between the hours of 7 : 00 p.m. and 9: 00 p.m. for five (5 ) consecutive days prior to the hearing. In addition, the City Clerk also shall cause a copy of such -39- 0 0 resolution to be mailed to Grantee and to community and civic organizations in the City at least ten ( 10) days prior to the date specific for the hearing thereon. (8) Hearings . At the time set for any further hearings, or at any adjournment thereof, the Council shall proceed to hear the matters. If, upon the receipt of the report and opinion of the Cable TV Board and the expiration such ten ( 10) days without objection, or following the holding of a further hearing, if the Council determines to do so, the Council shall find that the changing of any rates or charges of Grantee to subscrib- ers will be fair to the system operator and not detrimental or injurious to the best interests and welfare of the sub- scribers and users and of the City, the Council, by resolu- tion, shall authorize the change of the rates or charges of Grantee to the subscribers and users as determined. Such resolution shall thereupon become and shall be a part of Grantee' s franchise. Any such action taken by the Council shall include detailed and specific findings . (d) Increases and decreases : Grantee requests. Not- withstanding the provisions of this section or any other law to the contrary, Grantee shall be entitled to file a request for a rate change, accompanied by financial information, in the form specified in the franchise and current within the last operating quarter, which such request shall be finally acted upon within a period of 180 days. If no final decision -40- 0 0 has been made by the Council within such 180 day period, the request shall be deemed granted. (e) Increases. Stay of further action: Time limits. In the event a rate increase is granted as requested, Grantee shall refrain from applying for further increases for a period of twenty-four (24) months after the date of the granted increase . If a rate application is not granted as requested, Grantee may file succeeding requests at any time. (f) Applicability. So long as Grantee validly deregu- lates its rates for basic service pursuant to the provisions of Section 53066 . 1 of the California Government Code, the provisions of Section 38 which are inconsistent with the pro- visions of that statute have no present application to and shall not be enforced against Grantee, and shall not have any future application to and shall not be enforced against Grantee provided Grantee ' s rates are validly deregulated under Section 53066 . 1 or any other applicable statute or federal statute, rule, regulation or other law. Section 39. Subscribers: Complaints. (a) Office of Grantee : Hours: Telephone service . Grantee shall maintain a local office which is no farther from the City than is the current office. Such office shall be open during all normal business hours, with a toll-free telephone listed in the directories of the telephone company serving the City, and shall be so operated that complaints and requests for repairs may be received at any time of the -41- 0 0 day or night, seven (7) days a week. All complaints and inquiries shall be investigated and acted upon as promptly as practical, but in no event longer than twenty-four (24) hours after their receipt and/or after the next normal shift. (b) Procedure . The following procedures shall be adopted by Grantee and the City for the investigation and resolution of complaints: ( 1) Grantee shall maintain a written record or log listing of all complaints received from individual subscrib- ers, other than complaints regarding substantial system fail- ures. The log shall show the date and time of the complaint, the name and address of the complainant, the nature of the failures, and recording when and what action was taken to resolve the failures. (2) Grantee shall maintain a separate written record of substantial system failures, showing the date and time of such failures, describing the nature of the failures, and recording when and what action was taken to resolve the failures. (3 ) Such records shall show the disposition of the complaints or substantial system failures and shall be main- tained by Grantee for a period of three (3 ) years after the receipt of such subscriber complaints or following such sub- stantial system failures. A copy of any specific subscriber complaint shall be submitted by Grantee to the City within two (2 ) days following the receipt of a written request by -42- 0 0 the City official designated to handle complaints. Grantee' s records of complainants and substantial system failures shall be open to inspection by the City during normal working hours. (c ) Procedure: Notices . Grantee shall provide notice of the procedures for reporting and resolving complaints to each subscriber at the time of his initial subscription to the cable television system and to each current subscriber on an annual basis. (d) Service Standards . The standards for rendering of any single service or CATV service as a whole, whether said service( s) are provided to an individual subscriber and/or to all subscribers of the system as a whole, shall be as fol- lows: ( 1 ) The service shall operate in an efficient technical manner. (2) Down time or unavailability of service shall not exceed three (3 ) hours of the total hours of service available in any one week. The total hours of service available shall be calculated on the basis that service is available from 6:00 a.m. until 12 : 00 p.m. each day of the week. (3 ) Visual and audio quality of television signals delivered by a service shall meet or exceed the FCC' s techni- cal specifications as outlined in Part 76, Subpart K of the FCC Cable Rules . -43- • (4) Repairs to or replacement of Grantee' s equip- ment involved in a service shall be made within the following time periods except where said repairs or replacements are barred by acts of God or other circumstances beyond Grantee ' s control : ( i ) Within twenty-four (24) hours of a subscriber' s notification to Grantee of an outage or interruption of ser- vice; or (ii ) within forty-eight (48) hours of a subscriber' s notification to Grantee of all other system malfunctions. Any periods during which Grantee is refused, or is unable to obtain, access to subscriber premises shall be added to the time periods specified above . ( 5) Grantee shall instruct all subscribers care- fully in detail in the use of the service. Grantee shall be obligated to provide no more than four (4) repetitions of such instruction. ( 6) Grantee shall furnish to all subscribers a written description of the service which shall set forth its name, describe what it provides to the subscriber and what the subscriber must do to operate the service, and set forth a schedule of times when the service is available if it is not continuously available. ( 7) Grantee shall operate the service in the man- ner and provide the materials or capacities described by Grantee . (8) Grantee shall make an annual demonstration at any of the three (3 ) longest distribution paths in its system -44- • i at Grantee' s expense. Furthermore, Grantee shall conduct additional demonstrations at its expense, upon request by the City, whenever it is alleged that Grantee has failed to meet technical performance standards as outlined in FCC Cable Rules, Part 76, Subpart K. (9) Notice of planned interruptions of service of less than twelve ( 12 ) hours, other than interruptions between the hours of 5: 00 a.m. to 7 : 00 a.m. , shall be preceded by announcements of the period of the interruption as well as its anticipated duration, at a frequency of every (2 ) hours on the system' s automated program log channel for at least forty-eight (48) hours prior to the anticipated interruption. For planned interruptions of service or more than twelve ( 12 ) hours, Grantee shall provide written notice of the interrup- tion and its length by mail to all affected subscribers or users at least five (5 ) days prior to the interruption. Written notices shall inform subscribers that because of the length of the interruption they are eligible to receive, if they so notify Grantee, billing credit for any period exceed- ing twenty-four (24) hours in a one ( 1 ) month period during which service will not be delivered. (e) Credits and Refunds. ( 1 ) In the event that service to a subscriber is interrupted for twenty-four (24) consecutive or non-consecu- tive hours in any seventy-two ( 72 ) hour period, except for acts of God or other circumstances beyond Grantee' s control -45- 0 0 and except in circumstances for which prior approval of the interruption is obtained from the City Manager, Grantee shall provide a ten percent (10%) rebate of the monthly fees to affected subscribers . (2 ) In the event that service to a subscriber is interrupted for forty-eight (48) or more consecutive or non- consecutive hours in any seven (7) day period, except for acts of God or other circumstances beyond Grantee' s control and except in circumstances for which prior approval of the interruption is obtained from the City Manager, Grantee shall provide a twenty percent (20%) rebate of the monthly fees to affected subscribers. (3 ) Rebates shall not exceed, in any given month, actual charges paid by the subscriber. (4) In the event that Grantee' s system fails to meet any FCC performance standards as set forth in Subsection (d) (3 ) above for a full three (3 ) month consecutive period, Grantee shall reduce all subscriber fees by twenty-five per- cent (25%) until all such FCC performance standards are met. The City Manager shall notify Grantee during the first month of the three (3 ) month period that the system has failed to meet performance standards. ( f) City procedure for handling complaints. It shall be Grantee' s responsibility to resolve subscriber complaints; however, when the City is called on to help resolve a com- plaint the following procedure will be used: -46- 0 0 ( 1) Upon receiving a complaint, the City will notify Grantee as soon as possible of the circumstances. Grantee will notify the City within twenty-four (24) hours of the actions taken or to be taken. (2 ) If complaints have not been resolved between Grantee and subscriber and a request for resolution has been received from either party, the Director of Administrative Services shall forthwith notify the respondent of the nature of the complaint or controversy, and the solution sought. Such notification shall be made in writing and shall require the respondent to reply within twenty-four (24) hours after receipt. If satisfactory resolution has still not resulted, either party may request a conference before the Director of Administrative Services who shall hear the matter and arbi- trate the dispute . (3 ) In the event that the decision of Director of Administrative Services is not satisfactory to either party, either party may request that the complaint be reviewed by the City Manager as authorized in Section 27 (e) . (4) The City Manager may also impose a penalty of up to TWO HUNDRED DOLLARS ($200. 00) for any occurrence giving rise to the complaint upon a finding that Grantee acted with- out good cause and in violation of any of the terms and pro- visions of this Ordinance . Funds for the penalties shall be taken from the security deposit established in Section 32 . -47- 0 0 If a penalty is levied, Grantee will reimburse the security fund within thirty (30) days. (g) For purposes of this Section, the following defini- tions shall apply: ( 1) "Service" shall mean any service for which a separate and distinct fee is charged. In cases where a ser- vice includes more than one channel, service shall be deemed interrupted if more than one-third of the channels are inter- rupted; and (2 ) "Down time" or "outage" shall refer to a situ- ation where three (3 ) or more subscribers on the same street are unable to receive service. Section 40. Miscellaneous provisions. (a) Grantee' s franchise shall authorize and permit Grantee to solicit, sell, distribute, and make a charge to subscribers within the City for connections to the cable television system of Grantee and shall also authorize and permit Grantee to traverse any portion of the City in order to provide service outside the City. (b) A franchise, easement, license, or other permit granted to anyone other than Grantee to traverse any portion of the City in order to provide service outside the City shall not authorize nor permit such person to solicit, sell, distribute, or make any charge to subscribers within the City, nor to render any service or connect any subscriber within the City to the cable television system of Grantee. -48- 0 0 (c) Grantee' s franchise shall never be given any value by any court or other authority, public or private, in any proceeding of any nature or character wherein or whereby the City shall be a party or affected therein or thereby. (d) Grantee shall be subject to all of the provisions of the other laws, rules, regulations, and specifications of the City heretofore or hereafter adopted including, but not limited to, those pertaining to works and activities in, on, over, under, and about streets . Any privilege claimed under Grantee' s franchise in any street or other public property shall be subordinate to any prior lawful occupancy of the street or other public property. Grantee shall also be sub- ject to the provisions of the general laws of the State, existing or as hereafter amended, when applicable to the exercise of any privilege in its franchise, including, but not limited to, laws pertaining to works and activities in and about state highways. (e) Grantee shall be prohibited from directly or indi- rectly doing any of the following: (1) Engaging in the business of selling at retail, leasing, renting, repairing, or servicing television sets or radios; (2 ) Imposing a fee or charge for any service or repair to subscriber-owned receiving devices, except for the connection of its service, and imposing any fee or charge for -49- 0 0 the determination of the quality of its signal to the recipi- ents thereof; (3 ) Soliciting or referring, or causing or permit- ting the solicitation or referral, of any subscriber to per- sons engaged in any business prohibited by the provisions of this subsection to be engaged in by Grantee; and (4) Providing information concerning the viewing patterns of identifiable individual subscribers to any per- son, group, or organization for any purpose . When two (2 ) way cable services are offered, the activation of the return service shall always be at the subscriber' s option. The sub- scriber shall not be required to provide automatic readout information as a condition of receiving basic services . ( f) When not otherwise set forth in this ordinance, all matters required by the provisions of this Ordinance to be filed with the City shall be filed with the City Clerk. (g) No person within the service area of Grantee, and where trunk lines are in place, shall be refused service; provided, however, Grantee shall not be required to provide service to any subscriber who does not pay the applicable connection fee or service charge . No person shall be refused service where trunk lines are not in place if the applicant for service consents to defray excessive costs of such exten- sion, as in exceptionally difficult terrain or remote areas, as set forth in the franchise. -50- 0 0 (h) Before providing cable television service to any subscriber, Grantee shall provide a written notice to the subscriber substantially as follows: "The subscriber is hereby notified that in providing cable television service Grantee is making use of public rights-of-way within the City of San Juan Capistrano and that the continued use of such rights-of-way is in no way guaranteed. In the event the con- tinued use of such rights-of-way is denied to Grantee for any reason, Grantee will make every reasonable effort to provide service over alternate routes. By accepting cable television service, the subscriber agrees he will make no claim nor undertake any action against the City of San Juan Capistrano, or its officers or employees, if the service to be provided hereunder is interrupted or discontinued. " ( i ) Grantee shall not perform, nor cause to be per- formed, without first giving the City thirty (30) days prior notification, any of the following: (1) Add, delete or make any changes to channels received or distributed; (2 ) Change subscriber billing practices; or (3) Relocate its office serving the City. In instances where the FCC orders any of these changes, a copy of the FCC order shall be provided to the City. Grantee will maintain a local phone number with sufficient lines to adequately handle subscriber calls. -51- Section 41 . Use of utility facilities: Agreements: Approval . (a) When any portion of the cable television system is to be installed on utility poles and facilities within public property or rights-of-way, a copy of the agreement for the use of such poles and facilities shall be filed with the Director of Public Works. (b) Where the system is to be installed overhead on existing utility facilities, no additional poles shall be installed either by Grantee or by the utility for the spe- cific purpose of supporting or extending the cable television system without the approval of the Director of Public Works . Section 42 . Effect of Annexations . In the event any new territory shall become annexed to the City, Grantee shall have the right to extend cable tele- vision service to, and as necessary to construct, operate and maintain a cable television system in, the annexed territory, without prior authorization of the City, subject to the pro- visions of Section 21 (b) . Section 43 . EE ual opportunity employment: Affirmative action. (a) In carrying out the construction, maintenance, and operation of the cable television system, Grantee shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, or national origin. (b) Grantee shall take affirmative action to ensure that applicants are employed, and that employees are treated -52- 0 0 during employment, without regard to their race, creed, color, sex, or national origin. Such affirmative action shall include, but not be limited to, the following: employ- ment, upgrading, demotions, transfers, recruitment and re- cruitment advertising, layoffs and termination, rates of pay and other forms of compensation, and selection for training, including apprenticeship. (c ) Grantee shall post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this section relating to nondiscrimi- nation. (d) Grantee, in all solicitations or advertisement for employees placed by or on behalf of Grantee, shall state that all qualified applicants will receive consideration for employment without regard to race, creed, color, sex, age, or national origin. Section 44. Preemption The provisions of this Ordinance are subject to all applicable state and federal statutes, rules, regulations or other laws including, but not limited to, Section 53066 . 1 of the California Government Code and the Cable Franchise Policy and Communications Act of 1984, and neither the City nor Grantee shall be deemed to have excused the other from any obligations imposed by any such laws, nor to have waived any rights thereunder, by the enactment, enforcement or accept- ance of any benefits of this Ordinance. -53- 0 Section 2 . Deletions The following Sections are hereby deleted from Ordinance No. 149 : Section 8, Section 11, Section 13 , Section 14, and Section 15 . Section 3 . Repeal Ordinance No. 389 is hereby repealed in its entirety. Section 4. Statement of Understanding This Ordinance amends Grantee ' s existing franchise granted pursuant to Ordinance No . 149, and shall not be con- strued as granting a new franchise to Grantee . This Ordi- nance does not extend the term of the franchise granted by Ordinance No. 149 . This Ordinance and Ordinance No. 149, as amended herein, establish and define Grantee ' s rights and obligations under its franchise granted by the City of San Juan Capistrano. It is recognized and agreed that Ordinance No. 327 and Ordinance No . 494 shall have no present applica- tion to Grantee ' s franchise . Section 5 . Effective Date This Ordinance shall take effect and be in force thirty (30) days after its passage . Section 6. City Clerk' s Certification The City Clerk shall certify the adoption of this Ordi- nance and cause the same to be posted at the duly designated -54- posting places wi•n the City and published once within fifteen (15) days after passage and adoption as required by law; or, in the alternative, the City Clerk may cause to be published a summary of this Ordinance and a certified copy of the text of this Ordinance shall be posted in the Office of the City Clerk five (5) days prior to the date of adoption of this Ordinance; and, within fifteen (15) days after adoption, the City Clerk shall cause to be published, the aforementioned summary and shall post a certified copy of this Ordinance, together with the vote for and against the same , in the Office of the City Clerk. PASSED, APPROVED AND ADOPTED this day of GARY L. HAUSDORFER, MAYOR ATTEST: CITY CLERK STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss . CITY OF SAN JUAN CAPISTRANO ) I , MARY ANN HANOVER, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Ordinance No. , which was introduced at a meeting of the City Council of the City of San Juan Capistrano, California, held on and adopted at a meeting held on by the following vote: AYES: NOES: ABSENT: (SEAL) MARY ANN HANOVER, CITY CLERK -55- 1 STATE OF CALIFORN* ) • COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) AND PUBLISHING MARY ANN HANOVER, being first duly sworn, deposes and says: That she is the duly appointed and qualified City Clerk of the City of San Juan Capistrano; That in compliance with State laws of the State of California, ORDINANCE NO. , being: NON-EXCLUSIVE FRANCHISE (TIMES MIRROR CABLE TELEVISION) AN ORDINANCE OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, RELATING TO THE NON-EXCLUSIVE FRANCHISE OF TIMES MIRROR CABLE TELEVISION AND AMENDING ORDINANCE NO. 149 AND REPEALING ORDINANCE NO. 389 was published in summary in the Capistrano Valley News newspaper on r , and on I , and in further compliance with City Resolution No. 83-12-20-3 , on , , she caused said Ordinance to be posted in three (3) public places in the City of San Juan Capistrano, to wit : City Hall; Old Fire Station Recreation Complex; Orange County Public Library. MARY ANN HANOVER, CITY CLERK San Juan Capistrano, California -56- L 41 �yy11. NUN- 77 A ?+ L r I - / Milliol�6 °ealSl i i - ------- ---- - - - s^ , ,�a•rP 'i. I y ERS °�' ` s o+sicp�� - t �� _ t I i ; I ,1 �a � I �,p1EGp „N Ma.rtQ ., ».q �= :• 4 §�\ • iS'-..�' I o� o VKSW VF r p. %1 .. •+;1 � �,�_�.� e et I. �br �p�11 ei('� f= • �''a: ,-D'� �:v I- m � �„r�� . r- J''... •.i„ �,l � o �� I3��?E!i`s��;:. _ g g __ _• i I ? I � °`�'M � i 7 ccccce3p]€ � �- • NYS"} •r CERTIFICATE OF CLOSING PURSUANT TO SECTION 5 OF THE AGREEMENT EXTENDING THE FRANCHISE FOR FIVE(5)YEARS DATED OCTOBER 24 1994 BY AND BETWFEHTIMESOR CABLE TELEVISION OF ORANGE COUNTY INC AND THE ICIC TY OF SAN AN .API T.TRRANO CALIFORNIA, 1,William M. Marticorena, Special Counsel to the City of San Juan Capistrano, California(the "City") do hereby certify pursuant to Section 5 of the Agreement Extending the Franchise for five (5) years, dated October 24, 1994 by and between Times Mirror Cable Television of Orange County, Inc. and the City that all of the documents specified in Section 5 (1) - (5), and all of the acts specified in Section 5 (1) - (5)have been provided and/or completed in a form acceptable to me and that, upon the date of this Certificate of Closing,the Agreement Extending the Franchise has become effective (the "Effective Date") and, as of the Effective Date, the Agreement Extending the Franchise is a binding agreement with all the rights and privileges vested in the parties thereto and will terminate on the fifth (5th) anniversary date of the Effective Date. Dated: C 6�,— tea, z�� William M. Marticorena w N: w a RUTAN & TUCKER ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 1AMIB I...OXE' ANNE NELSON Aw BANK OF THE WEST, SUITE 1400 MICHAEL K,SIUATTERY RICHARD K PAUL FREDERIC MARX HUN02L x 611 ANTON BOULEVARD DANIS H HOCHNEw ELLEN S,BANCROFT L SHARD A.HAMPEL JOEL 0.KUPERSERG COSTA MESA, CALIFORNIA 92626-1998MARK SMITH FLYNN J"EE V PB JOHN 8,HURLBUT.JR STEVEN A, DLS ARANS. ,INN SLL THOMAS G wOCKINGTON R0555f N LFORD w.O DIRECT ALL MAIL TO: P. O. BOX 1950 JEFFREY INUATINIII.E. INA RAILEANU KI IVICKII DAULAS ROBERT 0.OWEN DOUGLAS 8 VANDERPOOL ON RANDALL M.SABRUSH COSTA MESA, CALIFORNIA 92628-1950 RICHARD F SINS MARY M GREEN JEFFREY A AS LAWSON TELEPHONE (714) 641-5100 s8v D.Sv5E5 NA,JR• NAS J.PRINCETELEPHONE5 SCOTIT R THOMAS S.SAuwccw• 1213) 625-7566 SA NG wAJsv DAVID c.uwse N• HARRISON OBTERGARAIII TELECOPIER (714) 546-9035 DAN ELATER JULIA L BOND MICHAEL D, IN RICHARD G MONTEVIDEO JAMES w ERLING LORI BANNER SMITH CAROL L DENMLER ROBERT E ADEL A G.R NNOOERN„N' N 11880-19721 MATTHEW pI.UEIIN JOS EPHrODIXONSTAN JAMES w<iwlCx D MCU LLA PERR.IIB BOB-I G8401 H MILFWOLCOTT' KIM D.THOMPSON ORD DLOWELL(19RE-198311 'A PROFESSIONAL COMAGRATOM October 28, 1994 DAVIDOF GARIBAL .III GoUNSEL Ms. Mary Laub City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Franchise Extension Dear Mary: Enclosed is the original Certificate of Closing Pursuant to Section 5 of the Agreement Extending the Franchise which I have executed. Very truly yours, RUTAN & TUCKER Wm. M. Marticorena Enclosure cc: Rose Perez �i w fV W N "'C1• Z • dwN • t� MEMBERS OF THE COUNCIL COL GOLLENE NE CAMPBELL ARL.HAUSOORFER GIL JONES C OR�IO� 2Y �m[InOxxlll AROLYN NASH mwnnxto 1961 JEFF VASOUEZ 1776 • • CITY MANAGER GEORGE SCARBOROUGH November 1, 1994 Mr. Leo Brennan, General Manager Dimension Cable Services 26181 Avenida Aeropuerto San Juan Capistrano, California 92675 Re: Five-Year Extension of Franchise Agreement Dear Mr. Brennan: Enclosed for your records is afully-executed copy of the agreement to extend the franchise of Times Minor Cable Television of Orange County, Inc., for five years in the City of San Juan Capistrano. The agreement becomes effective upon issuance of a Certificate of Closing by the Special Counsel. That Certificate was dated October 28, 1994, which will be the effective date of the Agreement. If you have any questions, please do not hesitate to call. Veryy/truly yours, Cheryl Johnson City Clerk cc: Mary Laub (with copy of Agreement) 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 MEMORANDUM October 24, 1994 TO: Cheryl Johnson City Clerk FROM: Mary Laub Management Assistant II SUBJECT: Cable TV Extension Agreement Attached to this are two (2) original copies of the Cable TV Extension Agreement. The City Attorney has signed approving the form and Dimension has signed. I have placed tabs indicating where the Mayor needs to sign. Dimension needs a copy of the signed document and I would like one for my records as well. Section 5 of the Agreement states that the agreement will become effective upon the issuance of a Certificate of Closing by the City Attorney or Special Counsel. Bill is out of town until 10/27/94 an is preparers to issue the Certificate at the time. The City has received the check and all other required documents. /%/' 7� • ate., • J• MEMBERS OF THE CITY COUNCIL C [[ll E CAMPBELL GARY L. GARYHAUSDORFER JONES CA ONUO USE ✓/� mmEtoEUEB CAROLVN NASH 1s tfElulfeR 1961 JEFF VASQUEZ 1776 • • CITY MANAGER GEORGE SCARBOROUGH October 20, 1994 Mr. Mark Stucky Dimension Cable Services 26181 Avenida Aeropuerto San Juan Capistrano, California 92675 Re: Five-Year Extension of Franchise Agreement Dear Mr. Stucky: At their meeting of October 18, 1994, the City Council of the City of San Juan Capistrano held a public hearing to consider a five-year extension of the existing Time Mirror Cable Television franchise with the City of San Juan Capistrano, and an ordinance relating to regulation of cable communication franchises. Following the public hearing, the City Council took action to approve the agreement between the City and Times Mirror Cable Television of Orange County to extend the franchise agreement for a five-year period. The City Council expressed concerns relating to the SPICE Channel and introduction of the ordinance was delayed to include some protections against accidental transmission of that channel. We will notify you when the ordinance is scheduled for City Council consideration. It is my understanding that the Franchise Agreement has been forwarded to you for signature. A fully-executed copy will be returned to you following signature by the appropriate City officials. Very truly yours, chzt�� Cheryl Johnson City Clerk cc: Director of Administrative Services Mary Laub 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO. CALIFORNIA 92675 0 (714) 493-1171 --� 2. REQUEST FOR FIVE-YEAR EXTENSION OF EXISTING CARLE TELEVISION 0 Proposal: Consideration of an agreement between the City and Times Mirror Cable Television of Orange County, Inc. (Dimension Cable)to extend the existing franchise for a five-year period, subject to certain terms and conditions; and a draft Ordinance to regulate all cable operation in the City. The report advised that only Times Mirror Cable Television had expressed an interest in the City's cable television franchise. Written Communication: Report dated October 18, 1994, from the Director of Administrative Services, recommending that the request for a five-year extension of the existing franchise agreement with Dimension Cable be approved, and that the draft Ordinance regulating all cable operations in the City be introduced. The Report noted that upon execution of the Agreement, Times Mirror Cable is required to pay $167,214 to the City as a Settlement Payment for disputed and past-due franchise fees. Mary Laub, Management Assistant, made an oral presentation, noting the following terms that will modify the existing Franchise: (1)within the first 6 months of the agreement Times Mirror will upgrade its cable system; (2) within 1 year, cable service is to be extended to specified commercial areas in the downtown not currently served; (3)within 6 months cable service is to be extended to specified residential areas; (4) a Public Educational and Governmental Access grant will be provided to the City; (5) franchise fees will be set at 5% of gross annual revenue; (6)within 6 months cable service is to be extended to the City Hall complex, without charge; and, (7) on or before the effective date of the Agreement Times Mirror will pay the City$167,214 constituting satisfaction of a prior good faith disagreement. She noted that minor language revisions regarding pedestals would be incorporated into the final draft of the Ordinance for the second reading. Bill Marticorena, attorney from Rutan& Tucker representing the City in this matter, stated that Times Mirror indicated that the Settlement Payment would be made to the City upon execution of the Agreement. He noted that the current franchise expired within 2 days. Council Member Vasquez inquired whether the City could regulate, restrict, or censor certain programming offered by Dimension Cable and expressed concern that a channel such as the Spice Channel could inadvertently be viewed by children without parental knowledge. Mr. Marticorena indicated that under the First Amendment and the Cable Act programming composition could not be regulated; that censorship ability is limited to programming that is obscene. He recommended that since "scrambling" of the channel is often not completely effective, the City could consider an ordinance provision requiring Dimension Cable to provide a "fail-safe" method of scrambling channels not purchased by customers. Council Member Vasquez felt that the City should insist on the"fail-safe" provision. Council Member Jones concurred, stating that the definition of"obscene" is very broad and that the City was obligated to pursue some method able to protect innocent viewers. City Council Minutes -6- 10/18/94 AGENDA ITEM October 18, 1994 TO: George Scarborough, City Manager FROM: Cynthia L. Pendleton, Director of Administrative Services SUBJECT: An Agreement between the City and Times Mirror Cable Television extending the existing franchise agreement for five (5) years subject to certain terms and conditions. RECOMMENDATION: Authorize execution of an agreement between the City of San Juan Capistrano and Times Mirror Cable Television of Orange County, Inc. extending the existing franchise of Times Mirror Cable Television of Orange County, Inc., for five (5) years subject to certain terms and conditions. Introduce for first reading an Ordinance entitled "An Ordinance of the City of San Juan Capistrano, California, Providing for the Granting and Regulation of Franchises for Cable Communications Systems." SITUATION: Since December 23, 1993 the existing Cable TV franchise agreement has remained current under a series of extensions granted by the City Council and agreed to by the cable operator, Times Mirror Cable Television of Orange County, dba Dimension Cable Services. The current extension will expire on October 22, 1994. Negotiations for renewal of the franchise agreement began on June 17, 1991 upon the City's receipt of a letter from Times Mirror Cable Television in which Times Mirror stated its interest in renewing the franchise agreement. No other cable operator came forward and all negotiations have been renewal negotiations between the City and Times Mirror. A. The Franchise Extension Agreement With the exception of the provisions of this Agreement(attached as "Agreement"), the City and Times Mirror Cable intend and agree that this extension will not in any other way amend, modify, increase,or otherwise affect the rights possessed by Times Mirror Cable or the City under the existing Franchise except as follows: 1. Times Mirror Cable shall upgrade its cable system within the City to possess the activated capacity to transmit sixty(60)video channels with a total bandwidth of not less than four hundred fifty megaherz (450Mhz) within six months of the effective date of the Agreement. 2. Times Mirror Cable shall extend its cable system to serve the commercial area as shown on Attachment 1 within one year of the Effective Date of this Agreement. FOR CITY COUNCIL AGEND . s.m.res.ea+-tmaomasr. • FCC 393- PART 10 REQUEST FOR CABLE RATE APPR6vAL COVER SHEET Cotmwuey tAtit fdertdfivim code ode. See Exhibit A Name of Cable Opsramr Times Mirror Cable Television Inc. aaafhng Addew 26181 Avenida Aer uerto rry gar ZIP Code San Jinn Capistrano CA 92675 personM regarding thisform Leo Brennan Telephone Ilex Nuniw ( 714 ) 240-8828 X 341 1 714 1661-7297 Lod Frandtsng Amhorty _ Mailing Adi tess City Stas zP Code The form i being filed Leith roped as (dweek end © basic rate repdafan or c"psepamaitq service rase repdetlae if this form is being filed in response to a mtnplaint about your table piopastnsilq service rase, please aoach a copy of the complaint to this cWlr sheet. The following seetioa ase to be eanpktad after yea have filled out the wcelaleseU in PARTS 11 and III and calculated your actual and permimed raft FOR BASIC SERVICE TIER AND EQUIPMENT Program Service Rahe (1)Numoer of dwanntls on basic service tier 28 (2)Current rase for basic service toot. bb na ndude any frandrfsefeast $ 14.64 0)Maamman permi sed pe diarnel new Ilwm Line 600,Pan III $ 0.S 23 (41 MLumam permmed rise for basic savfce am ferodcelve of any Gated im leek lmuhioty(1)by(3)above) s 14.66 NOTE If vors cinvo raw fur the basic service tier(am,2)esceab the mmsbtmma pwodoW rat for this sig leery 4),voce mal re, -a caso4awice Nosing ar yew bogie service rase will be reduced to do amomm m persdaasd larval she"a away 4. Franchise few Me been esminded from chi amNris in order to compare yaw mom- d' raft far the basic service tier to the d level Mother tau down than or rAL my framdwst ideas veru flay for do basic service dr Would be added to your mindol, vaite as pat of the service when bMw van emdeoibore. Sat 47 Cwt Stmem 76.9111S. rcstnaaas aveee rude EQUIPMENT AND INSTALLATION RATE NOTE: Yoe aquiismant a—iastadtion raw for do basic sevica 4r sand ad ndldtd in vow rvvw,s sovica rah for that tie,but rause asset be catrPlafab assI I I In oculus,*m gipasrd ansa bnhMnen rates nese not ercaed res:a Paw casts, iheiuing a reasonable profit. The seethed for srm1mg year eqr pwasm and WWARation raw (sans bit brit: crevice programming rah,and for I '- isbsg Tar benakM aPiPowd and bwWhdm rates,is I - ",tl in Part a(uMost4isp rssl Part III insall glitigi of Ihb form bow in Ife spaces balsw Rhe rate fig res Tess hawe calculated in Part III of"tarso Your actual basic serine owwarr and iwta0atfan sharp sal'eat second dmm►stn,ahhw*they away be Iowa. ►ER"Mw ACTUAL I I)Gorses fa basic sen oe installations•(tram Lines fi or7o(Equipment and Mrallatim wokshwo W Hourly rat: OR s 19.62 S N/A (b)Avenge installation changes: (1)Installation of unwired Kann s 34.34 s 34.34 (2)Installation of prewired haunt+ f 14. 72 S 14.72 (3)tr stallation of additional rnsatactiash at bine ser initial inuallation f 9.81 s 9 m nsWlation of additional connection mquirbsg leparase iouallation S 13.08 s 13.08 (5)Onwr installations bpec fyl: hem 1. S f Item 2. S Is (2)Charge for changing lien IN any)(from Lina 29,30 or 31 of Equipmam and lnsallation Worksheet) S f (3)Monthly charge for lease of rmnor sonswle(tom Line 14 in Equipment and W Wlttion Worksheet) Remote control type 1: f 0.16 S 0.16 Remote control type 2: S Is Remote control type 3: S S 441 Monthly charge for Kase of convener boxes than Lisa 21 in Equipment and Installation Works,eel Convener bar type 1: S 1.90 S 1.90 Convener boa type 2: s f Convener box woe 3: S f (5)Monthly charge for leer of other equspnea Brom Lase 28 in Equipment and sssstaliation worksheet Other equipnem(Weeny: S S •If you have his that charges ion mWRW l onrsneetiere be/wd tlsone sa llac ad in lour bnbagaten chap,att.eh a slog 1st ting v is Part 11 a�meeltlng far t h Lew additional dhrga se Neawsa e b apiprst d bustagalim Wwirleet "x rr stere Aglat cep t+C[a9a,►.e t,pupa ORCABLE O� RRAMMING SERVICE RATES AND �UIPMENT MW k4m M rat Ane&awe Mm eat adia pwpowmitp mnie fir,aetadr addl0awal lira edYt Me fiwwY rrlermahm kr ood lir ad pili brit/iro9ua of uw ur. (1)Mw dw of dtwmeb an cele war mrvio eiar. 15.5 Q)Covent lab able Plop Ii mvm uw•. fdo net bdtada sat iruch a bol s 8.10 f3)mn*nwn pwnimd per dwnnr naw Om tine 600.rat b -- - s 0.523 K)MOWN"pwnresad nm b obk pwpwwmq awio tier fnedwiYe oiwry bartdtia Art: Ynuloply Il l M O)abovd Is 8.11 NOTE Y ymar ant ror lar tir aW pw0awrrblp rwviow•fir Iwlny D adr Mo waMmma praibd atm May a>,7r not w+r.it a eortobawdm ra.iK or far caw papwnmmp rwrvia ace vi be wild r Me mmpnaihad Meet rbetrn in a(ay 4. - - - Fraedtiatar bww A..r nrldd from Mi.tryrb b,air r avarpre far nwwmy res far tlm able povwmmm mvic*lir m M.nrdarw lowel. Wbrbr"m hirO es wn w met,any b.nefdw fa.Tee lar Mw oma pepanrn' owvic ur eAodd M aiitl to/er mewmf reser pet of tM omim drp vMw�mYig fees wiavWwt fat 17 Cft Samse 7tV9tf. EIIIp11@M Ltd ImWkdm Rata NOTE N egeyerwM and for mmr4 wrAm IS abs till r rdw Yw beak Mr.Mae It wit be eldudwl w book rnnicesimawly,Y>•LrwaYatioe itvohriep aeM prepranoitlp arvica also 6lvelva dw bait wrvice Ow,t ort bo i�dadnd ii brie wavio iaaYrisa We a*kwm Met viYdy an aplylnwt oW WAuladw wO Wm ve Me brie wviee Mr aid tim will Mw be w ewd to caches Mia Moot of dw ova Mer. Meravr.Y feu Isom wppnre--Wm pev'do roes :rwlWea.ymd rwvia Mat bwdva ONLY far ome peeQanrks wwvie=,fat abeam aae*Ire dw,'". wldio. As far brit m vio,far ogrpemt ad bwbdLodm war for aYa pwRaemitp avio ova net be b drdw)in lrorr procto rwvite rate,bm cum w=oo beowlyirrt�mbwdod In id W Moor otpWZr ad m Wildon rat=ova nes meed vow far indd'm{ &cow cob. ua raaanile pelt. The maUrd fa oeblwibls ywr eenpwaw and bwmills im rata bpm mW pgraaninp rnrvite ralr.ad fat WwWMp fees pnnibd ogeynre ad irmYdel rasa,i pew�ed in tram 11 Wd iwi o and►art III ira&ee un61 of Mi fat& Ear w ibe ja bdew Ma res frpw Yat bei alalaed in hoot III of Mr ire& Yarn ardor omo IsreRarewiq wrvke grrwoat and hmmMm eimpa mq as wand Mw ralm atbeph Mq nwy be lew. FWMIM d I Achol (1)C.hanplS)fm obk poor mniq aarvia ktdlaliemo lfrom Lin=(lr 7 of r I 'I rrww and Infriubm,Workthem) S N/A f W Hourly raw OR f f (b)Avempe immllaion drape 1. Insullatoon of wwired homes S f 2. Inrallation of pwried Iwmee S f 3. Innallrim of additional-rrraGion a time of inidr brnallwien f f s. Inuaibtlm of addawmW mnrraaion wquems separwa msouabm S f S. Othw irdlwiom tpodf» S f , (2)Charp for dmllpni town lit aryl(From Lina 29.30 or 31 of Equipmw and InsWiation Workthwo f f 'If wo have fwdm droop fw addliarwl arornetiarw bgwd 0v raNrW boo ynr MWARMwn dwep, anaeh a rant Moor oladaYarra and wean{ Wth Mae addliad ar cp& SEE Now r nw bpipr ad hommubm wwkdwt r¢ameewr a�wr swan FCC 303,Fat L FW 4 Fmmduw Achal 01 MapWy ChWp(or lame ofnotes tsneds Emm Lira 14 n Epuiperrem and tnolMom Worksh"d Reims exam)type 1: f S Rwwm emnol type 2: f s mmme cow type 3: s f H) month*chaW for kms d cmveier bass Hmm Line 21 in EW WR and kowtow worksheet) Cony~box type 1: f s Convener bac type 2: f S Cawvsr bm type 3: S S _ (S)Manch)y char fe for Wn of edsr a to po and Ura^Lie n in Nu*n m and Mdladon Wohshaed Ctlwequiw' mhpaifyk MUM FALSE STATEMENTS MADE ON THIS FORM ARE FUN8HARU:W FINE AND/OR VANUSONMENT (US CODE TITLE T0,SECTION 1001;AND/OR FORFUrURE UIL CODE,TITU 47,SECTION 503)o I CertWj"tin saYnrsrs usde in this form are om mot cared In the Mal of my foxewfodo and bdW,mat am aerie in Seed hint Nam of Cable Ovs+lar SiWamme Tims Mirror Cable Television Inc.of Orange Count Date Title S- ZL- 5 Vice President & General Mugger a.ws ns FCC 393, PART 11 WORKSHEETS FOR CALCULATING MAXIMUM INITIAL PERMITTED RATE PER CHANNEL FOR BASIC TIER OR CABLE PROGRAMMING SERVICE ahk Opmaler Naar• Community Unit ID 1CUIDh See Exhibit A Times Mirror Cable Television. Inc Dale. Novenber 9 1993 FrancMa Asdbaitp This Was le Orange Cotmty System .ne> Bask Tie ❑ Swvk; m efnakq Calcdalloe of Rales In ENed on MNW Date of odmkoReRulathn and BOK%n"CM"Wbon Lim Lyre Deaaytlen InwlrwcNors Rask Tier 2 Tis 7 Tler 4TeW 101 Ther draplae mMy► Enw W an Heed Hera oNaf 14.64 f 8.10 f 0.00 f 0.00 102 Tim Channels [now kw an tiers oNared 28.0 is's 0.00 0.00 103 Tat Subscribers Einer for all tam o0eud 129,896 124,64S 0 0 104 Equonrw Revenue N/awhlri Ear n Rask Colum only f 788 639 103 Chap Factor ane 101 a line 1031. I04A 2,690,317 009 625 1 0 0 3'.699,941 106 Channel Factor Elm 102 t Line 103 13,637,088 11.931.998 1 0 1 0 59569#086- 107 ,569,086107 Charlie Per Channel tint IOSEILim 106E f 0.664 IN Franchise Fee Expense OdorwhM Enrw only ten nckrded in line 101 charges Ree Wanheel bururtbns) f • 109 Franchise Fee Deduction line IORE/Use 106E f 110 Rase Rae per Channel Lim 107E-Line 109E f 0.664 121 Renclenrk eherwrl Ron Ener From AoacMnre A. MncMna t Cable Rae Tables f 0 507 122 GNP44 ICuranO Ewer km Survey of Cunww Rustiest,Table 7.3.Line S,mow recem quarter 125.6 123 kdlalon Factor lune 122E/121.61-1 1121.6 — 3rd Quarter 1992 GNP-NJ 0.0253 124 Adjustment True Period Einer number of months From 913092 to dale of currerw rue 13 123 GNP-PI Time Parlod Enter number of mmrdrt From 930/92 to One end of most recent GNP44 quarte 9 126 Tlme Factor lne 124E/Line 12SE 1.44 . 127 nllailon AAlulmaM Factor Rine 123E a lne 12611 ♦ 1 1.04 126 Adlusted Rsoclenrk Rae line 121E a line 127E f 0.5 26 FCC 792,Part II, Page 2 caw*operalw Names Commae0y unk ID lculDr. See Exhibit A Times Mirror Cable Television, Inc, Dalr. Novenber 9, 1993 Francilm Au0wityr Thk form Is led for Orange County System (Chec0kOwl 0 BakTlW ❑ cAk ftOvwmm1iq Service CakWadan d toes in Effect on Work 2 Sept 30, t!!2 and Benctmrrk Comparison Lhm Lbw oualpllen hrdructloo Beek Tin 2 Tkr 7 Tkr 4 Tdal 201 Tkr Charp y lwd4i tow hw ON th" allow f 13.95 f 6 f f 202 71w Channels Emx IN all dw o0ned 24 11 9 0 203 TkrSubscriws EmahnaNlkmoNmed 126,558 125.283 124.774 0 204 Equlpnrem Revenue OAord dyl Erda k Nark Colamn only f 7500782 205 CharpFaaw fLkw20laLim 2031 . 20rA 2 516 266 1 583,819 308,192 0 3.408.277 206 ClwmdFaaor Lhr202aLim 203 3,037,392 1 378 113 11,122,966 1 0 5,538,471 207 Chrp pa Chanel LNe zest I Lir 206E - f 0.61S 209 Frendr o FN Eapnr OAonddy► Erda only Ins kKkded N lin 201 dwps On Wakahad hwrualana f 0 209 Fnnchbe Fee Dedudlon lir INE/Lim 206E f 0.00 210 Nan Rata per Chord Llne 207E-Lbw 209E f 0.615 220 Nmahnwk Churl Rae EnW Imm ANKNowd A.BwOwnark Cable Rale tabes f O.SO4 N ttihr 7109 k Poole►Wan Yr 2209,is p t9 Lbw 7lmBW«hdwel 2 and oder Lbw 3M on time 209. 220 RWwW Bae Rak pw ChmuW Lbm 2lN a 0.9lkn parcad r*&dknl f 0.554 bdar paler d Lkw 2209 and 209E an Workdwd 3,Lhr 3N. FCC 313 ww 0 FCC 393,Part 11,Page 3 Cale opraa None CemwnmOr unit io ICUllli See Exhibit A Times Mirror Cable Television, Inc, aar November 9, 1993 framrkke Aakalryr bbei gform l ler 1 khwA one ® Oink lr Ell Cakrlk Prorawwhig workRemoval of Equipment and ko"Nallon Cees LION lkt Oralpllan hidrodkw 300 But Rate per Chwwl Enver km Wokdwa I On I IOR or WNrkrlwel 2 Rbn 220E or 2300 MZU92,384 301 Equlim"a Inaanalkn Cal Wo nMN Ear kem Lim 34 of Equil maM WOAAW OW W 302 Chanwl Fads toter Iran woika"1 Rim 1060 a Wmkd"2 On 2068 303 Cal per Suloc& {ha el Lim 301/tb 302 304 Oaw Service Raw per Chrwel lbw 300-lbw 303 g 0.501 N LM 3w was emlaed kern Wakdwd 1,IW to llm 6w and sola thin 304. 0lkw 3w was adered kow Waluhed 2,Be Is Walpked 4. 4 -. Aa1�rrlrrM for hills n tfrw LIrw Desulplwo WAnKlIen 400 Oaw Service Raw per Channel E naw krm Works!"3 Rhin 3041 11 0.501 401 knlnlmn AqudwAM Fader Enar from Wedwhad I Rkw 122EI 1.037 • 402 Adjunod Rat Savo Raw Per Chanel lbw 400 n Line 401 Is 0 5 9 MA&Ad 5 AnuM M R lbw 121E b d went Wm lkw 33$L 9Un031ErMNnwNr Line 22w,pwLike GNnod a"tkwu2. workshoo A4rdmwd for Changes sof Regulated C'kamwls LIM lbw tloalplbn Inrkodien 500 Adlated gin Service Rate per Chmel Dow km Waka"4 Ria 4021 f 0.519 Sol Oendanrk Chanel Rina IOatlbwl Ever ken Wakdwe121lwe 220E1 f 0.504 S02 OenchimrkChmW Raw Newt Entrkrn Workd ed I(Line IIIE) f 0.507 Sol Chsmwl Adlumnrn Fedor ILbw 502-tine 50 11/Line 501 0-008 504 Chwwl Adpnwd Rat Sur.Raw per Chan. Lbw 500 a 11 i Lbw 5031 f0-523 M WaWnd 5 was w4 adv thin 564 on this GN. 6110 a4aekwrm loltw Formuld 1,00 Fne"from line 304.402.or 504. _ __ SCHEDULE A CAPITAL COSTS OF SERVICE INSTALLATION AND MAINTENANCE OF EQUIPMENT c - A D E F T. 11 I B F WlDment Gross Book Accumulated Dekaed Taxes m Nei Beak Reuon Federal State Current IOTAI �ecialim B-IC♦DI Inveomenl w(w a Income Provision k 4rrk1 F.G.111 Tax IoM Oepreclatinn Vehicles Tools ----� Makeenance --'---- Facility cher Ispecifyl - ----- - Other hpecByl --- -- 1 923 834 835 885 540, 192 547 756 61P623 31 745 42031 1580075 2552473 TOTAL 11,923,834 835,885 540,192 547,756- 61,623 31,745 4,031 158 075 255 473 Box 1 SCHEDULER • ANNUAL OPERATING EXPENSES FOR SERVICE INSTALLATION AND MAINTENANCE OF EQUIPMENT (Excluding Depreciation) Salaries i Berrems Supplies lJtilwies other Taxes Other ISPecilyl other TSpedlyl IQIAI 612,741 36s644 0 0 427,136 1 076 521 ' Box Z w+rxa%at I043 race n l wN LXIAKO�a= crab).op«a«Name tearaway UNI 10 tCUWL. See Exhibit A Times Mirror Cable Television, Inc Dale November 9, 1993 The fano i law" Gbk Pnvgranenehg Orange ountgge Cy System «re ® �i1Qr'� snrK. a. Unwed Moms Installation: 1. Average Hours par Installation Mach applanation) I 1.75 bite 2. Um med Monte Installation Charge What a.I a MSO I g 34.34 b. pnewnad Moms Mmllatien: 1. Average Hours per Inmalition usuch exon a ma I - 0,75 " 2. Pmwirad Mame Ittal186M Char¢Lim bet is MSO I S 14.72 c Additional Connection Mssallation at Time of Initial Installation: 1. Average Hours per Additional ConrLL I Munch wpitlilord 0.50 hrs. 2. Additional Connection-Init all butalltion Charp fine ct it MSO - S 9.81 d. Addaumal Canna mon umlWion aiar Initial buditiort: 1. Average Monro par Addid«tal Caenrction raoac h ermlwtiorg 0.67 hR 2. Additional Connactiat-Sessions,kood tion Chirp u;ne d.l a HSO S 13.08 e Other installation(by Item Typ&. Item 1. (Soecxryl I Average Hours per Installation loath e+planatxanl 00 hrs 2. hem 1 Installation Charge(line a.I it MSC Pso.00 nem 2. (Speedy) 1. Average Hours per Installation(attach 1eoWwnon) 0.00 hrs. 2. lam 2 Installation Charge(Line e.2 a HSC) g 0.00 helm 3. (Specify) 1. Average Hours per Installation)ranch explanation) 0.00 his. , 2. Item 3 Installation Charge(Line e3 it HSC g 0.00 NOTE•. for MSC(Hourly Service Chance)use arrant from Line Sof the WatYrnt for Calculating Equipttertt sd IrurW1ation Charges,page 2S of KC foram 393. FCC 393 Pass as Ar.111113 SCHEDULE C CAPITAL COSTS OF LEASED CUSTOMER EQUIPMENT A G H 1 Equipment C D E F Annual TOTAL B Accumulated Delened Nei Bunk Return on Federal Slale Deorecialion R 1 )add additional Gross Bunk Depreciation lazes B IC c Dl Investment z se d UnNs TOW lines as Income Income Provision°n In Servke (add F.G,I11 necessary) lax Tax Investment Remr"el 9920851 727,493 48,149 217,209 24,436 12 588 45-9-9 162,562 113,553 201,180 Remae 1 0 0 0 0 0 0 0 0 0 0 Remote 1 0 0 0 0 0 0 0 0 0 0 Cmverov Bnxt 1675,929 8,555,319 461,735 2,658,875 299,123 1542094 19,568 1-2-91-1-P72' 113 553 2,384,512 Conveder Box Z 0 0 0 Q 0 0 m3 0 0 0 0 0 Oder Equlprnnq 0 0 0 0 TOTAL 2 668 780 282,812 509 885 2 876 083 323,559 166.68 2 66 2-074,289 , 22 06 :L5:85-697d Bp ac»t rw m r.c i-ORM 393 — PART III WORKSWT FOR CALCULATING EQUIP AND INSTALLATION CHARGES r ID CLEb See Exhibit A Dar Times Mirror Cable Television Inc November 9 1993 iradnir Artlhr+T. %kfAiiko w a Ionic mw[D a ler e k ba UNE 1. Annual cost of mainrnano and retaliation of cable WNW ad ashcan lndde pwchm cast of customer eauwmrd Ipmn I of Schedule A+poo 2 of Schedule 81 f UNE 2. Cumnw ewipman sof nmlirion 1ca conch awlaowcod 53.0 % UNE 3. Annual acme WA*Wnae Maintenance and narlaion taxon,aadudnp cast Of leud epuipmae 705 553 (Line 1 a Line 2) f r UNE 4. Taal Hbar hours for rnaehsaunca and insta WM Of ricer epuipnrt and$avio conch COWNoonl 35.953' UNE S. Hourlystow chap 0f50 Mine 3/Line I1 is 19.62 ft- STEP L 1 UNE 6. Uniform HSC for all irotallaions creat arngest¢cans cls SI f 19.62 OR UNE 7. Avenp dun,for installation type bee Schedule D for werop installation dap daJariaW a. U w home innlladmt Schedule D,Line a2J f 34.34 b. ►rewo ed home installation Slhdhrle O,Une b2J f 14.72 c. Additional comhemon installation a eine of inbW banned=Schedule D,Wr W f 9.81 d. Add' l cohnechon imallation wquiriK sapaae bnstalldon Schedule D.urn.dJ:l f 13.08 a. Orlw wdeaccations I , JF 4 Schedule O,Line e.2J hem 1. f 0.00 own 2. f 0.00 STEP G Ckw3w far Leasedanaft *iets ae 0for each draicanaffy Aftw p O UNE L Annual capd coats ICabee)of Schedule 0 f 2ni 189 UNE 9. Total mainrhandewccaham concheplenatiad 780.00 hR LWE 10. Tad maimaoadiwviee cast Aim S a Lir fd f 15#307 UNE 11. Total car of mase(Line a+ Lir 101 f 216 s 49 2 UNE 12. Nonnba of caws in servica irnben I ofSchedule O 1130553 UNE 13. Unit Cast Line 11/Lir 121 f 1.91 UNE 14. Ran per maM Lir 13112 mardnal S 0.16AM - te:sewea ahaw sae FCC 393,►at all,nal t STEP D.Burges for Leased Convsster Boxes (Cakulate separately for each sipWwantly different type and attach addt6onal sheds as necessary) LINE 15. Annual t>oa>f ccam(Colum 1 of Schedule O S 2 384.S12 UNE 16. Total maimau WWW4ice horns(attach eIslanmd 10,296.00 Ars. LINE 17. TOW maimpundserviae cat lUw S x Uir 161 $2029 050.95 UNE 15. TOW ran of certvvsa box (tiro 15+ Unit 17) $2,586.563 - UNE 19. Number of units in service(Coltam I Of Sdrdtde O 113,5 53 LINE 20. Una mat 0.;ne 15/Uir 19) - $ 22,78 UNE 21. Rae per monh Won 20/12 monllul $ 1.9&0- STEP E.Olaryas for Odw Leased Equipment UNE 22. Annual capital cam(Colum 1 of Schedule O S 0 UNE 23. Total maaaetrtahavice hour(ameh agla Ston) 0 hes. UNE 24. Total maintenancdsenia tate!(Um 5 x Lina 23) f 0 LINE 25. Total cost of equip tat man(Lune 22 ♦ Lar 24) f 0 LINE 26. Number of unas in savior ar nunboror subtribes(Colum I of Sche"O 0 LINE 27. Una Cast(Line 25/Line I6) S 0 LINE 20. Rate per month(Line 27/12 mors" $ 0 /mo. STEP F.ChUM for Ownging Service ran or Equipment LINE 29. Nominal dune for dtangms service ties OR S 0.00 UNE 30. Uniform NSC for Bunging service tiers Orion amoue Goin Line S) OR f 19.62 Line 31. Average charge for changing service tion(Line 5 x Average hours to change FNM $ 0.00 STEP G.Franchise Area Monthly EgUORM t and ImWetlea Crib for AOUlbrte d of RegLdded Service LINE 32. Annual customer equipment and Installation mm(Lintz 3 r Box 3 of Schedule O S 3 508 608 LINNET: Adjustment nd of Una 32 to Ganise are level: Sea hU SDUMOM Aaet ach p)anaian of nowsma tmetS 305089608 UNE 34. monthh equpnae and n"imf t tm M1ar 33/12 morhy. Ener on Worksl 3,Lir 301. $ 2929384 rQ m saw ore FJFJFJFS�t�:�:?1:(,[?:_':':i'I."[7'_':'T:T'-71::'_'" ^!7F7f�t�F>•��FJ��FJFS� ttttt=�F7F1♦��Ftt�FJFJFJFSItttt��(F7IFi�t�Ftttt��fF>•��ttt�t�F>•� FSF>•F7Fttt�.:^,'.^'t"►.�*"_I�IJ,�'.1It"1f7'Ii''-'7. 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NIQIAiiFAMINFilitl:aiQ'llil"]i:I:Ili1�]iliili I:IiSIP NI' d i NI� F>•ift:ill?tippiFlClill"INIIFIONItt'?1i![FllitFF:7iQeaf•ilGliSl:IlifC:4i1311i1i;) I :IA Uli Mi 7iJA is it isNIFd3lifFB]i?iIDiQa]iIpFE�i'QyS:`7NIiL'Sl�Ji[d':•7ilFalt•11C1if1P.,]il�gF��li'I-'li7:A =:1 .ail • IAM' i:•I . is F>•F>•i?I�zliFte.Tilly-'1iIIIIlIi�L^,��Iif7tl>LZlt{E 1sIF%ilillil:l1�iG:']�I[1i`.•IL'71�3Ei t i' � SI, NIi�NIiiftuml IILLIIIIIIll ""77 ^7 JisisNIi�NIIL'ZIittIDNI 1NIIM i1iE1�F.]NISEI:li1FA1NI11HINI1lU Tim ,I . NI4IH NI3:. i • i » is i[INIif_NIi��NIisIIlLlttll�II)liltl:]iiF INIEffiIISM ilIEIilli1III7iII7t t FiJi ?_Ilt• A (t ONE iSFlllf•Qi:IiQBiIIL'•7NI C[_(I iILi�NI1R i �7 �•• 3• 1ik titiiiFilillsFEilfilFi•1�i1E:771\]FAIiIEII 1111=7i�iIC'1iAw�i. �• � .� is�NI��f•f•i•�iIF:JiQ�1NIIF, i1EC7i1I. ]ilClliCl� i NI i ��NI��isi•f•NIf•i•NIiF:QIQiQi11i[1C1i��1i1G1 iQ:: i• �. NI• 4 ffltleisNIi��NIiNI��NIF>•t♦iQL1iIIllliilAiillll i F NI=I ��NI��f_NIf•�NI�NIt•NI�iI1L'liTg iII•" iIIIIJ E• �•, i, R, � NII ��f•��NIiNIfiIi m li• ill��isf•�is��isf•f•is�isittli it i: :F 01371 IN �ilis�is��ir��is�isf•�i•fi[_^J iil�NI�NIif��NIiiitii�i•�i•NIii�f•i•NIi� .r iEif•is��NIiff•��NINI��NIif�NI�is isf♦ r r iF NIi��NIi��t•�i♦isNI�NIF1i NEWS iNIifNI� r I iLlis NIs��i)�i1� EXHIBIT A COMMUNITY UNIT IDENTIFICATION NUMBER CA0367 CA0192 CA0656 CA0652 CA0549 CA1070 CA1084 CA0311 CA1085 CA0316 CA1345 CA0193 CA0548 CA1310 CA0675 CA0723 CA1243 CA0719 CA0194 CA0765 CA125 *3 Form Supplemental Infor•ion Exhibit AT Cable Programming Tier I Composition Number of Channels Prior to September 1, 1993 September 1, 1993 12 . 5 15 . 5 Rate Prior to September 1, 1993 September 1, 1993 $5. 16 $8 . 10 Rate Per Channel Prior to September 1, 1993 September 1, 1993 $0 . 413 $0 . 523 :E Networks Prior to September 1, 1993 September 1, 1993 43 QVC 14 CNN 44 CNBC 15 ESPN 45 CNN Headline News 16 USA Network 46 Nickelodeon 17 Lifetime 47 The Nashville Network 43 Bravo/MEU 48 Prime Ticket 44 CNBC 49 C-SPAN 45 CNN Headline News 50 A&E 46 Nickelodeon 51 Family Channel 47 TV Food Network 52 VH-1 48 Prime Ticket/TLC 53 OCN 49 MTV 54 VISN (Part Time) ISO A&E 55 Sneak Prevue 51 Family Channel Prices exclude franchise fees and taxes. • Networks (continued) • Prior to September 1, 1993 September 1, 1993 52 VH-1 53 OCN 54 VISN (Part Time) Prices exclude franchise fees and taxes. NOTICE OF PUBLIC HEARING RE: A FIVE YEAR EXTENSION OF THE EXISTING CABLE TELEVISION FRANCHISE AGREEMENT WITH TIMES MIRROR CABLE SUBJECT TO CERTAIN TERMS AND CONDITIONS NOTICE IS HEREBY GIVEN that the San Juan Capistrano City Council will hold a public hearing in the City Council Chambers of the City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan Capistrano, California, on October 18, 1994 beginning at 7:00 p.m. considering the following: An extension of the existing Cable TV Franchise Agreement for an additional five (5) years, subject to certain terms and conditions. The City Council will accept both oral and written testimony regarding the appropriateness, or lack thereof said extension. Further information may be obtained by contacting Mary Laub, at 714-443-6303. OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO • ate, • MEMBERS OF THE CITY COUNCIL J. COLLENE CAMPBELL GHAUSDORFER GJONES uQ InOrrouOr CAIL ROLVN NASH a HTILISm 1961 JEFF VASOUEZ 1776 • • CITY MANAGER GEORGE SCARBOROUGH MEMORANDUM October 20, 1994 TO: Mark Stucky Dimension Cable Services FROM: Mary Laub Management Assistant II SUBJECT: Extension Agreement Attached to this are two (2) original Agreements which need to be signed by the appropriate Times Mirror personnel. I have tabbed the sheets needing signatures: the Agreement and Exhibit B both need signatures. Both signed originals need to be returned to me. Once I have them I will obtain the Mayor's signature and return an executed original to you. cc: Richard Denhalter Bill Martie rena Cheryl Johnson✓ • 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493.1171 Ilk A MEMBERS OF THE CRC COUNCIL COULGARY U.E CAMPBELL GARY HAUSOORFER �uQ VGIL JONES CA n inu Mau[le CAROLVN NASH 61AIOAU 1961 JEFF VASQUEZ 1776 CITY MANAGER GEORGE SCARBOROUGH October 24, 1994 Bill Marticorena Rutan & Tucker P. O. Box 1950 Costa Mesa, CA 92628-1950 RE: Certificate of Closing Dear Bill: Attached to this is the Certificate of Closing with the City's information included. We have the check and all documents signed by Dimension. The City Clerk has transmitted the documents to the Mayor for her signature today. Will you sign the Certificate and return it to me? Thanks for your help. Please call me at 443-6303 if you have any questions. incerely, Mary LLaul j Management Assistant II cc: Cheryl Johnson encl 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493.1171 CERTIFICATE OF CLOSING PURSUANT TO SECTION 5 OF THE AGREEMENT EXTENDING THE FRANCHISE FOR FIVE(„5)YEARS DATED OCTOBER 24. 1994 BY AND BETWEEN TUSIES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC. THE CITY OF SAN JUAN PI TRANO- CALIFORNIA- 1, LIFO NIAI, William M. Marticorena, Special Counsel to the City of San Juan Capistrano, California(the "City") do hereby certify pursuant to Section 5 of the Agreement Extending the Franchise for five(5) years, dated October 24, 1994 by and between Times Mirror Cable Television of Orange County, Inc. and the City that all of the documents specified in Section 5 (1) - (5), and all of the acts specified in Section 5 (1) - (5)have been provided and/or completed in a form acceptable to me and that, upon the date of this Certificate of Closing, the Agreement Extending the Franchise has become effective (the "Effective Date") and, as of the Effective Date, the Agreement Extending the Franchise is a binding agreement with all the rights and privileges vested in the parties thereto and will terminate on the fifth (5th) anniversary date of the Effective Date. Dated: William M. Marticorena AFFIDAVIT OF PUBLICATION Space below for Filing Stamp Only. r STATE OF CALIFORNIA COUNTY OF ORANGE 1 am a citizen of the United States and a resident of the County e aforesaid.l am over the age of eighteen years,and not a party to or prof of Publication of interested in the above entitled matter.I am the principal clerk of the Capistrano Valley News,a newspaper that has been adjudged to be a newspaper of g--neral circulation by the Superior Court of the County of Orange,State of California. on June 7, 1984,Case No, NOTICE OF PUBLIC HEARING A-122949 in and for the City of San Juan Capistrano, County of ............................................................................................................. Orange,State of California;that the notice,of which the annexed is a true printed copy,has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the tollowing dates,to wit: _ NOTICE OF PUBLICHEARING CITY October 6 13 , 1994 NOTICE8HERBY'�EN w:°lbelih41IOctober, r 1884,at 4:80 P.M.In the City Council Chamber, 32400 Paseo Adelento,San Joan Capistrano,California,the City Council will ,hold a publichearia;of the followling; I declare under penalty of perjury that the foregoing is true and FIVE YEAR EXTENSION OFK%ISTING CABLE l:LIfr8Lti- TELEVISION FRANCHISE AGREEMENT (TIMES MIRROR CABLE TELEVISION) ConaideralI-of an extension of the existing Cable Television Franchise Agreement for an additional live(5)years,subject W certain terms and toaditiona: Those deabing to be heard in favor of,or in opposition W this dem will be given an opportunity to do m during suehheering or, prior W lire Mann by writing W the CbYCaumB at 32400 Paseo Executed at Mission Viejo, Orange County, California,on Adelanto San Joan Cald"rean,CaUfbrnie 82845 Attention:City Clerk.Governmaut Code Secdon 54854.5 stipulates that writings • diatributed W the legislative budy by any person are public ra- October 13 , 1994 tore'and"I be made available without delay.If you bring written infamnation W the City CouacR ...–.................................................................. ................................... the CjtycuuneBat inch meati nor distribution Wthe audieren.plmeeting MrdbWbution W �aprevideedditioualtoptas For Nribar information,you may tontact-Mary Laub Depart ,dealofAdmin(atrative Servta at(414)443.63M. Published:Ca _ CHERYL JOHNSON,CITY CLERK . Ortobere,13.1884am Va8¢y News .................. ...................... ... ... ................................. ($190atU - g3A3o Capistrano Valley News (A PWiration of South Orange County News) 23811 Via Fabricante P. O. Box 3629 Mission Viejo, Califomia 92690 (714)768-3631 0 0 NOTICE OF TRANSMITTAL - LEGAL PUBLICATIONS TO: CAPISTRANO VALLEY NEWS Bea Gougeon, Legal FOR PUBLICATION ON: THURSDAY, OCTOBER 6, 1994 THURSDAY, OCTOBER 13, 1994 DOCUMENT TO BE PUBLISHED: NOTICE OF PUBLIC HEARING- FIVE YEAR EXTENSION CABLE FRANCHISE AGREEMENT (TIMES MIRROR CABLE TELEVISION) PROOF OF PUBLICATION Please send to: City Clerk's Division, City Hall 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (714) 493-1171 AUTHORIZED BY: DATE: September 29, 1994 Date of Public Hearing - 10/18/94 Date notice published - 10/06/94 - 10/13/94 Date affidavit received - /O/a/94 Date notice posted in designated posting places (3) - 10/06/94 Date notice posted on property - N/A Date of mailing notice to interested parties - 10/06/94 Date notice transmitted to City Manager's Office - 09/29/94 notice9,f irn �AL[R7RN�P .L6. G P L B L C H E A R I CITY OF SAN JUAN CAPISTRANO NOTICE IS HEREBY GIVEN, that on the 18th day of October, 1994, at 7:00 P.M. in the City Council Chamber, 32400 Paseo Adelanto, San Juan Capistrano, California, the City Council will hold a public hearing on the following: FIVE YEAR EXTENSION OF EXISTING CABLE TELEVISION FRANCHISE AGREEMENT (TIMES MIRROR CABLE TELEVISION) Consideration of an extension of the existing Cable Television Franchise Agreement for an additional five (5) years, subject to certain terms and conditions. Those desiring to be heard in favor of, or in opposition to, this item will be given an opportunity to do so during such hearing or, prior to the meeting, by writing to the City Council at 32400 Paseo Adelanto, San Juan Capistrano, California 92675, Attention: City Clerk. Government Code Section 54957.5 stipulates that writings distributed to the legislative body by any person are public records and shall be made available without delay. If you bring written information to the City Council meeting for distribution to the City Council at such meeting, please provide additional copies for distribution to the audience. For further information, you may contact Mary Laub, Department of Administrative Services, at (714) 443-6303. (2A�- CHERYL J S , CITY CLERK FOR OFFICE USE ONLY STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING CITY OF SAN JUAN CAPISTRANO ) AND PUBLICATION I, CHERYL JOHNSON, declare that I am the duly appointed and qualified City Clerk of the City of San Juan Capistrano; that on October 6, 1994, I caused the above Notice to be posted in three (3) public places in the City of San Juan Capistrano, to wit: City Hall; Old Fire Station Recreation Complex; Orange County Public Library AND, that October 6, 1994 an(' Octo; z�r 13, 1994, the above Notice was published in the Capistrano ._aey News newspaper I declare under penalty of perjury that the foregoing is true and correct. CHRYL JOHNSON, CITY CLERK City of San Juan Capistrano California Public Hearing - October 18, 1994, Five Year Extension Cable Franchise Agreement (Times Mirror Cable Television) Mailine List Leo Brennan, General Manager Dimension Cable Television 26181 Avenida Aeropuerto San Juan Capistrano, CA 92675 RESOLUTION NO. 94-5-16-S APPROVING THE EXTENSION OF THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, EXTENDING THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC., FOR 30 DAYS SUBJECT TO CERTAIN TERMS AND CONDITIONS WHEREAS,Times Mirror Cable Television of Orange County, Inc. ("Times Mirror Cable") possesses a franchise to construct and operate a cable television system in the City of San Juan Capistrano which expires on or about December 23, 1993; and, WHEREAS, Times Mirror Cable has submitted an application to the City of San Juan Capistrano to renew its cable television franchise; and, WHEREAS,the City Council of the City of San Juan Capistrano has determined that it would be in the public interests to extend said franchise for a period of thirty (30) days subject to certain terms and conditions in order to allow continuity of service; and, WHEREAS, the City of San Juan Capistrano does not intend to create any right in Times Mirror Cable by said franchise extension other than the extended right to construct and operate a cable television system until September 21, 1994. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of San Juan Capistrano as follows: SECTION 1. The franchise to construct and operate a cable television in the City of San Juan Capistrano,granted to Times Mirror Cable pursuant to Ordinance No. 149,as amended by Ordinance No. 528, is hereby extended for a period of thirty (30)days and expires by its terms, without further action of any party, on midnight September 21, 1994. S.1F"ION22. With the exception of the provisions of Sections 1 and 5 of this Resolution, the City of San Juan Capistrano and Times Mirror Cable intend and agree that this extension will not in any other way amend, modify, increase,or otherwise affect the rights possessed by Times Mirror Cable under said franchise with the exception of those amendments and modifications expressly contained herein. SECTION 3. The extension granted by this Resolution shall not take effect until Times Mirror Cable, in a form acceptable to the City Attorney of the City of San Juan Capistrano, approves and accepts this extension. SECTION 4. As a term and condition of said acceptance, Times Mirror Cable shall agree, and this extension shall be so conditioned, that said extension does not constitute a new franchise, a renewed franchise,or in any way increase or modify the ability of Times Mirror Cable, or any related entity, to claim any rights pursuant to Section 626 of the Cable Communications Policy Act of 1984. The failure of Times Mirror Cable to so certify in its written acceptance of this extension shall render said extension null and void without further action of the parties. SECTION 5. The parties agree that if and to the extent the City and Times Mirror Cable agree upon a franchise renewal,the franchise fee percentage contained in said renewed franchise agreement shall apply and be collected by the City as of September 21, 1994. SECTION 6. The above recitals are all true and correct. PASSED,APPROVED, AND ADOPTED this 112h day of Au 1994. COffENE CAMPBELL, MAYOR ATTEST: CITY CLERI RESOLUTION NO. 94-9-20-6 APPROVING THE EXTENSION OF THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, EXTENDING THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC., FOR 30 DAYS SUBJECT TO CERTAIN TERMS AND CONDITIONS WHEREAS,Times Mirror Cable Television of Orange County,Inc. ("Times Mirror Cable") possesses a franchise to construct and operate a cable television system in the City of San Juan Capistrano which expires on or about December 23, 1993; and, WHEREAS, Times Mirror Cable has submitted an application to the City of San Juan Capistrano to renew its cable television franchise; and, WHEREAS,the City Council of the City of San Juan Capistrano has determined that it would be in the public interests to extend said franchise for a period of thirty days subject to certain terms and conditions in order to allow continuity of service; and, WHEREAS, the City of San Juan Capistrano does not intend to create any right in Times Mirror Cable by said franchise extension other than the extended right to construct and operate a cable television system until October 21, 1994. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of San Juan Capistrano as follows: SECTION 1. The franchise to construct and operate a cable television in the City of San Juan Capistrano,granted to Times Mirror Cable pursuant to Ordinance No. 149,as amended by Ordinance No. 528, is hereby extended for a period of thirty days and expires by its terms,without further action of any party, on midnight October 21, 1994. SECTION 2. With the exception of the provisions of Sections 1 and 5 of this Resolution, the City of San Juan Capistrano and Times Mirror Cable intend and agree that this extension will not in any other way amend,modify, increase, or otherwise affect the rights possessed by Times Mirror Cable under said franchise with the exception of those amendments and modifications expressly contained herein. SECTION 3. The extension granted by this Resolution shall not take effect until Times Mirror Cable, in a form acceptable to the City Attorney of the City of San Juan Capistrano, approves and accepts this extension. SECTION 4. As a term and condition of said acceptance, Times Mirror Cable shall agree, and this extension shall be so conditioned, that said extension does not constitute a new franchise, a renewed franchise, or in any way increase or modify the ability of Times Mirror Cable, or any related entity, to claim any rights pursuant to Section 626 of the Cable Communications Policy Act of 1984. The failure of Times Mirror Cable to so certify in its written acceptance of this extension shall render said extension null and void without further action of the parties. ,SECTION 5. The parties agree that if and to the extent the City and Times Mirror Cable agree upon a franchise renewal,the franchise fee percentage contained in said renewed franchise agreement shall apply and be collected by the City as of July 14, 1994. SECTION 6. The above recitals are all true and correct. PASSED, APPROVED,AND ADOPTED this ZSQSh day of September 1994. CO CATBELL, MAYOR ATTEST: CITY CLE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) I, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 94-9-20-6 adopted by the City Council of the City of San Juan Capistrano,California, at a regular meeting thereof held on the 20th day of September 1994,by the following vote: AYES: Council Members Jones, fiausdorfer, Nash, Vasquez and Mayor Campbell NOES: None ABSTAIN: None ABSENT: None (SEAL) CHERYL JOHNSON,CCLERK M • RESOLUTION NO. 94-7-19-8 APPROVING THE EXTENSION OF THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, EXTENDING THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC., FOR 30 DAYS SUBJECT TO CERTAIN TERMS AND CONDITIONS WHEREAS,Times Mirror Cable Television of Orange County, Inc. ("Times Mirror Cable") possesses a franchise to construct and operate a cable television system in the City of San Juan Capistrano which expires on or about December 23, 1993; and, WHEREAS, Times Mirror Cable has submitted an application to the City of San Juan Capistrano to renew its cable television franchise; and, WHEREAS,the City Council of the City of San Juan Capistrano has determined that it would be in the public interests to extend said franchise for a period of thirty (30) days subject to certain terms and conditions in order to allow continuity of service; and, WHEREAS, the City of San Juan Capistrano does not intend to create any right in Times Mirror Cable by said franchise extension other than the extended right to construct and operate a cable television system until August 22, 1994. NOW,THEREFORE, BE IT RESOLVED,by the City Council of the City of San Juan Capistrano as follows: SECTION 1. The franchise to construct and operate a cable television in the City of San Juan Capistrano,granted to Times Mirror Cable pursuant to Ordinance No. 149,as amended by Ordinance No. 528, is hereby extended for a period of thirty (30)days and expires by its terms, without further action of any party, on midnight August 22, 1994. SECTION 2. With the exception of the provisions of Sections 1 and 5 of this Resolution, the City of San Juan Capistrano and Times Mirror Cable intend and agree that this extension will not in any other way amend, modify, increase, or otherwise affect the rights possessed by Times Mirror Cable under said franchise with the exception of those amendments and modifications expressly contained herein. Ir SECTION 3. The extension granted by this Resolution shall not take effect until Times Mirror Cable, in a form acceptable to the City Attorney of the City of San Juan Capistrano, approves and accepts this extension. SECTION 4. As a term and condition of said acceptance, Times Mirror Cable shall agree, and this extension shall be so conditioned, that said extension does not constitute a new franchise, a renewed franchise, or in any way increase or modify the ability of Times Mirror Cable, or any related entity, to claim any rights pursuant to Section 626 of the Cable Communications Policy Act of 1984. The failure of Times Mirror Cable to so certify in its written acceptance of this extension shall render said extension null and void without further action of the parties. SECTION 5. The parties agree that if and to the extent the City and Times Mirror Cable agree upon a franchise renewal,the franchise fee percentage contained in said renewed franchise agreement shall apply, and be collected by the City, as of August 22, 1994. SECTION 6. The above recitals are all true and correct. PASSED, APPROVED,AND ADOPTED this 1.41h day of ,ly)y, 1994. -- - Izoas��- -��-COLLENE CAMPBELL, MAYOR ATTEST: CITY CLERK �lift c MEMBERS OCOLTHE CITY COU ELL [� GARY L HAUSDOELL p1 GARY N HAUSOORFER OILV - n[Oronnf4 CA JONES U JEFF VANNASH �sl��fio 1961 JEFF VASOUEZ • • CITY MANAGER GEORGE SCARBOROUGH April 26, 1994 Mr. Leo Brennan, General Manager Dimension Cable Services 26181 Avenida Aeropuerto San Juan Capistrano, California 92675 Re: Extension of Cable TV Franchise Dear Mr. Brennan: At their meeting of April 19, 1994,the City Council of the City of San Juan Capistrano considered staffs recommendation to extend the existing Cable Television Franchise Agreement for 160 days. Council expressed concern with continuing to extend the franchise and felt that the matter needed to be concluded as soon as possible. The City Council adopted a resolution approving a 90-day extension to July 22, 1994. A copy of the resolution is enclosed for your files. If you have any questions, please contact Mary Laub at 443-6303. Very truly yours, ckzl-�' L�� Cheryl Johnson City Clerk Enclosure cc: Director of Administrative Services Mary Laub 32400 PASEO ADELANTO. SAN JUAN CAPISI'RANO, CALIFORNIA 92675 0 (714) 493-1171 5. The requirement that the Swallows Foundation offer the City an irrevocable offer to purchase the property for$1.00 when the Foundation owns the property free and clear of all loans or encumbrances; 6. The approval of the holder of the fust trust deed on the property. Council Member Hausdorfer reiterated the concerns he expressed on April 5, 1994,regarding the City's funding of the Visitor's Center over a five-year period that would not guarantee long-tern historical preservation of the structure. After discussions with the Swallows Foundation, he felt that the current proposal for the City to purchase a facade easement on the property for$36,500 satisfied his concerns,since it would guarantee historic preservation of the structure in perpetuity,and no funding or ongoing operating expenses would be required of the City. He suggested that the City include a line item in the budget specifically for historic preservation to address issues such as this project. Council Member Nash stated that the City Council's highest goal is the preservation of natural resources and historic structures in the City. She felt that although the current proposal was not a perfect solution,it was the best solution for this project. Don Frey,President of the Swallows Foundation,expressed appreciation to Council Member Hausdorfer and the Council on their efforts in resolving their concerns for this project and spoke in support of the current proposal. Authorization to Negotiate Facade Easement: It was moved by Council Member Hausdorfer,seconded by Council Member Nash,that the City Manager be authorized to negotiate a facade easement on the Combs House from the Swallow's Foundation for$36,500, based on the finding of specific circumstances of the project and the historical importance of the structure. The Council emphasized that approval to purchase the facade easement was not appropriate or available to other properties in the City. The motion carried by a 3-0-2 vote,with Council Members Jones and Vasquez absent. Council Members Jones and Vasquez returned to the Council Chamber and resumed their duties. DIRECTOR OF ADMINISTRATIVE SERVICES —� 1. RESOLUTION EXTENDING THE CABLE TV FRANCHISE AGREEMENT BETWEEN THE CITY AND TIMES MIRROR CORPORATION UVIENSION CABLE SERVICES 600.30 Written Communication: Report dated April 19, 1994,from the Director of Administrative Services,recommending that the contract between the City and the Times Mirror Corporation(Dimension Cable)be extended for a period of 160 days to allow the City and Times Mirror staff to refine the terms,conditions,and content of the draft franchise renewal document. Ms.Pendleton made an oral presentation. Mayor Campbell expressed concerns regarding approval of another extension of the existing franchise agreement. She felt that a 160-day extension was excessive and recommended that a three-month extension be considered. Council Member Jones agreed and felt that a strong message should be sent to the cable company to move quickly to conclude the negotiations. Mr. Scarborough indicated that reducing the extension to 90 days would send a message to Dimension Cable but would not expedite the completion of the agreement negotiations. Adoption of Resolution Approving 90-day Extension of the Cable TV Franchise Agreement: It was moved by Council Member Hausdorfer, seconded by Council Member Jones, that the following Resolution be adopted extending the existing Cable TV franchise agreement,with the modification to reduce the extension from 160 days to 90 days from April 22, 1994: RESOLUTION NO. 94-4-19-2. APPROVING THE EXTENSION OF THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO,CALIFORNIA,EXTENDING THE EXISTING FRANCHISE OF City Council Minutes -7- 4/19/94 TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY,INC.FOR 90 DAYS SUBJECT TO CERTAIN TERMS AND CONDITIONS The motion carried by the following vote: AYES: Council Members Hausdorfer,Jones,Nash,Vasquez,and Mayor Campbell NOES: None ABSENT: None DIRECTOR OF PLANNING SERVICES I. HISTORIC PRESERVATION POLICY REVIEW(910.50) Written Co unication: Report dated April 19, 1994,from the Planning Director,recommending that City staff be directed to prepare a draft strategy on historic preservation in response to Council direction on August 17, 1993. Dick Bobertz,Planning Manager,made an oral presentation. He advised that the City's current system relies on regulation rather than providing incentives for historic preservation. The intent of the proposed strategy would be to provide incentives for owners of historic property to maintain and/or rehabilitate their properties. He clarified how the current State and City processing requirements affected the proposed Hankey House demolition project.He noted there were things the City could do to save time and money for the applicant,but the majority of costs were associated with State-mandated environmental regulations. He recommended that the City take advantage of a process that is sanctioned by the State called "Preparing a Master Environmental Assessment." The Assessment would be prepared by the City and surveys and documents all historic structures in the City. The cost of preparing the Assessment has not been analyzed and Mr.Bobertz indicated that it would be a type of subsidy to all property owners that might enter into the process in the future because they would not have to do their own environmental impact report. Council Member Hausdorfer recommended that the strategy include a detailed analysis of the financial aspects for each of the elements proposed by staff and that the City Council be made aware of these financial impacts when considering projects for historic properties. He felt it was unfair to encourage historic preservation while requiring applicants to incur large costs associated with their projects. He suggested that the City pursue this from a legislative standpoint to determine whether our State representatives understand how State regulations impact the City and small-scale projects;what the intent of the State legislation was;and,whether it would be possible to exempt small-scale projects. Council Member Jones noted that most people who own and live in historic structures have chosen to do so; however,he advised of the difficulties faced in obtaining financing to purchase the property and in obtaining refinancing for improvements. He noted that maintenance of historic structures is very expensive. He stated that grants for maintenance/rehabilitation are difficult to obtain and are encumbered by many regulations. He felt that underwriting was needed to protect historic property owners and suggested an addition to the proposed Preservation Policy regarding the financial aspects of historic preservation. Mr. Tomlinson indicated that staff had recently received information on this matter and intended to investigate it and provide a report back to the Council. Mr.Denhatter advised that it was permissible for Council Member Jones to vote in this matter at this time since it constituted a City-wide public policy that would affect all properties of historic value. However, once the Policy was in place and the recommendations applied to specific properties,some Council Members may have to abstain from participation. Council Member Vasquez felt that zoning was more of a problem than financing and suggested that additional commercial uses be permitted for all historic properties. He felt that additional commercial uses would provide incentives to preserve historic structures and noted that very few residents in the District occupied their City Council Minutes -8- 4/19/94 AGENDA ITEM April 19, 1994 TO: George Scarborough, City Manager FROM: Cynthia L. Pendleton, Director of Administrative Services SUBJECT: Resolution extending the Cable TV Franchise Agreement between the City and Times Mirror Corporation(Dimension Cable Services) for one hundred sixty (160) days RECOMMENDATION: By resolution, approve the extension of the existing Cable TV franchise agreement between the City and Times Mirror Corporation for one hundred sixty (160) days. The term of the extension would be from April 22, 1994 to October 1, 1994. SITUATION: m On December 7, 1993 the City Council approved a one hundred twenty (120) day extension to the existing Cable TV franchise agreement. The extension was the result of Dimension's delays in submitting renewal documents required by the negotiation agreement. At the time, it was felt that one hundred and twenty days would be an adequate period of time to accomplish the required negotiations and public hearing. Although the City and Dimension have been working diligently toward finalizing a franchise renewal document, it has become apparent that the process will not be completed by the April 22, 1994 extension expiration. One component which was not anticipated when the extension was requested in December was the City Council's request for a public hearing in addition to the single public hearing that is standard at the end of the process, at the point of franchise adoption. The current status of the renewal is that the City's cable attorney and City staff are refining terms, conditions and content of the draft franchise renewal document. This process has entailed the drafting of the documents, transmitting the documents to Times Mirror and awaiting their edits and submission of alternate documents. A negotiation meeting was held on April 1, 1994, attended by staff, the City's cable attorney and Dimension Cable staff with the goal in mind of indentifying issues that remain outstanding and discovering what common ground exists at this juncture. Dimension has agreed to return to the City some specific calculations of their costs to provide universal service and system rebuild. Dimension has agreed to do this but production of this data will carry on well beyond the existing extension deadline. The outcome of the meeting was positive in that the franchisee (Dimension) has a more clear idea of the City's position with regard to terms and content that will be acceptable in the final renewal document. FOR CRY COUNCIL AGEND.. z M1 • • AGENDA ITEM -2- April 19, 1994 COMMISSION/BOARD REVIEW RECOMMENDATION: N/A FINANCIAL CONSIDERATIONS: N/A NOTIFICATION: N/A ALTERNATE ACTIONS_: 1. By resolution,extend the existing Cable TV franchise agreement for a period of one hundred sixty (160) days commencing on April 22, 1994 and expiring on October 1, 1994. 2. Do not extend the existing Cable TV franchise agreement by one hundred sixty (160) days. 3. Request additional information from staff. RECOMMENDATION- By resolution, approve the extension of the existing Cable TV franchise agreement between the City and Times Mirror Corporation(Dimension Cable Services) for one hundred sixty (160) days. The term of this extension would be from April 22, 1994 to October 1, 1994. Respectfully submitted, Prepared by: J� C hia L. Pendleton Mary Laub CLP:ML/ja Attachment t RESOLUTION NO. 94-4-19-2 APPROVING THE EXTENSION OF THE EXISTING FRANCHISE OF TIMES MIRROR CARLE TELEVISION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO,CALIFORNIA, EXTENDING THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC., FOR 90 DAYS SUBJECT TO CERTAIN TERMS AND CONDITIONS WHEREAS, Times Mirror Cable Television of Orange County, Inc., ("Times Mirror Cable") possesses a franchise to construct and operate a cable television system in the City of San Juan Capistrano which expires on or about December 23, 1993; and, WHEREAS,Times Mirror Cable has submitted an application to the City of San Juan Capistrano to renew its cable television franchise;and, WHEREAS,the City Council of the City of San Juan Capistrano has determined that it would be in the public interests to extend said franchise for a period of ninety (90) days subject to certain terms and conditions in order to allow continuity of service; and, WHEREAS,the City of San Juan Capistrano does not intend to create any right in Times Mirror Cable by said franchise extension other than the extended right to construct and operate a cable television system until April 22, 1994. NOW,THEREFORE,BE TT RESOLVED,by the City Council of the City of San Juan Capistrano as follows: SECTION I. The franchise to construct and operate a cable television in the City of San Juan Capistrano,granted to Times Mirror Cable pursuant to Ordinance No. 149,as amended by Ordinance No. 528, is hereby extended for a period of ninety(90) days and expires by its terms,without further action of any party,on midnight July 22, 1994. SECTION L With the exception of the provisions of Sections 1 and 5 of this Resolution,the City of San Juan Capistrano and Times Mirror Cable intend and agree that this extension will not be in any other way amend,modify,increase,or otherwisSe affect the rights possessed by Times Mirror Cable under said franchise with the exception of those amendments and modifications expressly contained herein. $ECTTON 3. The extension granted by this Resolution shall not take effect until Times Mirror Cable, in a form acceptable to the City Attorney of the City of San Juan Capistrano,approves and accepts this extension. SECTION L As a term and condition of said acceptance,Times Mirror Cable shall agree,and this extension shall be so conditioned,that extension does not constitute a new franchise,a renewed franchise,or in any way increase or modify the ability of Times Mirror Cable,or any related entity,to claim any rights pursuant to Section 626 of the Cable Communications policy Act of 1984. The failure of Times Mirror Cable to so certify in its written acceptance of this extension shall render said extension null and void without further action of the parties. SECTION 5. The parties agree that if and to the extent the City and Times Mirror Cable agree upon a franchise renewal,the franchise fee percentage contained in said renewed franchise agreement shall apply,and be collected by the City, as of July 22, 1994. SECTION 6. The above recitals are all true and correct. PASSED,APPROVED,AND ADOPTED this 19th day of April 1994. �OiLENE CA ELL, MAYOR ATTEST: CITY CLERK STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) I,CHERYL JOHNSON,City Clerk of the City of San Juan Capistrano,California,DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 94-4-19-2 adopted by the City Council of the City of San Juan Capistrano,California,at a regular meeting thereof held on the 19th day of Agri 1 1994, by the following vote: AYES: Council Members Jones, Hausdorfer, Nash, Vasquez and Mayor Campbell NOES: None ABSTAIN: None ABSENT: None (SEAL) `Y�! CHERYL JO ON, ITY CLERK -2- Approval of Memorandum of Understanding_ ` It was moved by Council Member Jones,seconded by Council Member Nash, and unanimously carried that the Memorandum of Understanding between the City and the San Juan Capistrano Management Employees Association be approved for fiscal year 1993-94 effective July 1, 1993. 4. RESOLUTION APPROVING PERSONNEL CLASSIFICATION AND COMPENSATION PLAN (700.20) Written Communication: Report dated December 7, 1993, from the City Manager, recommending that the City's Personnel Classification and Compensation Plan be amended to reflect the provisions of the approved Memoranda of Understanding for the Classed and Management Employees for fiscal year 1993-94. Mr. Scarborough noted that with the adoption of this plan, the actual personnel costs are lower than 1992.93, with a savings of$67,000. Adoption of Resolution Amending the QjXs Personnel Classification and Compensation Plan: It was moved by Council Member Jones, seconded by Council Member Nash, that the following Resolution be adopted: RESOLUTION NO 93-12-7-3. AMENDING RESOLUTION NO 89-10-17-3 THE CITY'S PERSONNEL CLASSIFICATIONAND COMPENSATION PLAN-FISCAL YEAR 1993-94 MEMORANDA OF UNDER TANDI - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, AMENDING RESOLUTION NO. 89-10-17-3, THE CITY'S PERSONNEL CLASSIFICATION AND COMPENSATION PLAN(FISCAL YEAR 1993-1994 MEMORANDA OF UNDERSTANDING - SAN JUAN CAPISTRANO CITY EMPLOYEES ASSOCIATION AND SAN JUAN CAPISTRANO MANAGEMENT EMPLOYEES ASSOCIATION) The motion carried by the following vote: AYES: Council Members Jones, Nash, and Mayor Campbell NOES: None ABSENT: Council Members Hausdorfer and Vasquez DIRECTOR OF ADMINISTRATIVE SERVICES --� 1. APPROVAL OF RESOLUTION EXTENDING CABLE TELEVISION FRAN HISS (TIMES MIRROR CORPORATION/DIMENSION CABLE SERVICES) (600.30) Written Communication: �\ Report dated December 7, 1993,from the Director of Administrative Services, recommending that the existing cable TV franchise agreement with Times Mirror Corporation be extended for 120 days from December 23, 1993, to April 22, 1994. Adoption of Resolution Extending Franchise Agreement for 120 Days: It was moved by Council Member Jones, seconded by Council Member Nash, that the following Resolution be adopted: City Council Minutes -8- 12/7/93 RESOLUTION NO 93-12-7-4 APPROVING THE EXTENSION OF THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, EXTENDING THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC. FOR 120 DAYS SUBJECT TO CERTAIN TERMS AND CONDITIONS The motion carried by the following vote: AYES: Council Members Jones, Nash, and Mayor Campbell NOES: None ABSENT: Council Members Hausdorfer and Vasquez 2. AWARD OF BID - VARIOUS COMPUTER EQUIPMENT (XI COMPUTERS AND MICRO CITY) (600.30) Written Communication: Report dated December 7, 1993, from the Director of Administrative Services, recommending that the bids for the purchase of 31 new personal computers and the replacement of equipment to monitor the City's Traffic Signal Controller System be awarded to XI Computers; and, the bid for the purchase of 8 printers be awarded to Micro City. The personal computers and printers will replace the current NBI wordprocessing system equipment. Award of Bids: It was moved by Council Member Jones, seconded by Council Member Nash,and unanimously carried that the bid for the purchase of 31 personal computers at$1,662.71 each,and a Traffic Signal Controller system computer at $1,704.22, be awarded to XI Computers; and the purchase of eight printers at $1,506.35 each(for HP LaserJet IV) and$296.31 each(for DeskJet 500)be awarded to Micro City. All other bids were rejected. Appropriation of Funds: It was moved by Council Member Jones, seconded by Council Member Nash, and unanimously carried to appropriate an additional$10,350 from the Equipment Replacement Fund Reserves and$3,000 from the General Fund, for the upgrading of the City's word processing equipment and software. DIRECTOR OF ENGINEERING AND BUILDING SERVICES 1. REQUEST TO INITIATE CONSIDERATION OF A REVISED SPORTS PARK CONCEPTUAL PLAN TO INCORPORATE A COMBINED MASTER PLAN FOR THE SPORTS PARK AND THE MARCO FORSTER MIDDLE SCHOOLIDEL OBISPO ELEMENTARY SCHOOL FACILITY (530.40) Written Communications: (1) Report dated December 7,1993,from the Director of Engineering and Building,recommending that the request by the Capistrano Unified School District be approved to explore with City staff the feasibility of a combined Master Plan for the Community Sports Complex dnd the Marco Forster Middle School/Del Obispo Elementary School facilities. The District's pr,,p.,,cd concept would be to acquire the Community Redevelopment Agency's 11 acres and intc¢rdte it into an overall Master Plan. The proposal would convert the existing Del Obispo Marco Forster area into a full middle school and develop a new elementary school and sports rnmplcx located adjacent too the District's existing Marco Forster Middle School. City Council Minutes -9- 12/7/93 AGENDA ITEM: December 7, 1993 TO: George Scarborough, City Manager FROM: Cynthia L. Pendleton, Interim Director of Administrative Services SUBJECT: Resolution extending existing Cable TV franchise agreement between the City and Times Mirror Corporation for one hundred twenty (120) days ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ RECOMMENDATION: By resolution, approve the extension of the existing Cable TV franchise agreement between the City and Times Mirror Corporation (Dimension Cable Services) for one hundred twenty (120) days. The term of this extension would be from December 23, 1993 to April 22, 1994. SITUATION: A. Summary and Background On July 20, 1993 the City Council authorized the City Manager to execute a negotiation agreement jointly drafted by Dimension Cable Services and the City for the purpose of specifying franchise renewal time lines and the structure of negotiation proceedings. Under the terms of the negotiation agreement, Dimension was to submit a proposal for the renewal of its franchise agreement by October 27, 1993. Dimension was unable to submit the required documents by this date. The result of this is that renewal negotiations cannot be completed and a renewed franchise document brought to Council for approval by December 23, 1993, the current franchise expiration date. It therefore becomes necessary to extend the existing franchise agreement for a term of one hundred twenty (120) days to allow for franchise negotiations. The City's cable franchise negotiation agreement and renewal process is a completely separate issue from and not relative to the 1992 Federal Cable Act. The rate and channel alignment changes recently experienced are an outgrowth of the Cable Act and do not relate to the City's existing franchise renewal processes. Dimension Cable Services is aware of its failure to meet this negotiation agreement deadline and assures the City they are working diligently toward submittal of the proposed franchise renewal document. It is the City's position that this one hundred twenty (120) day extension is a one time event. The City will require Dimension to submit as immediately as possible so as to avoid the necessity of cancelling the negotiation agreement and commencing formal renewal proceedings as allowed by Section 626(b) of the 1984 Cable Act. FOR CITY COUNCIL AGEN66h� �2 /1 AGENDA ITEM -2- December 7, 1993 COMMISSION/BOARD REVIEW, RECOMMENDATION: N/A FINANCIAL CONSIDERATIONS: N/A NOTIFICATION: N/A ALTERNATE ACTIONS: 1. By resolution, extend the existing Cable TV franchise agreement for a period of one hundred (120) days commencing on December 23, 1993 and expiring on April 22, 1994. 2. Do not extend the existing Cable TV franchise agreement by one hundred twenty (120) days. 3. Request additional information from staff. RECOMMENDATION: By resolution, approve the extension of the existing Cable TV franchise agreement between the City and Times Mirror Corporation (Dimension Cable Services) for one hundred twenty (120) days. The term of this extension would be from December 23, 1993 to April 22, 1994. Respectfully submitt , Prepared by: Cy thia L. Pendleton Mary Laub CLP:ML/j a • • l RESOLUTION NO. 93-12-7-4 APYROIM THE EXTENSION OF THE Extcr114G FRANCHISE OF Tile MBIROR C4�Li3 TELSION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO,CALIFORNIA, EXTENDING THE EXISTING FRANCHISE OF TIMES MIRROR CABLE TELEVISION OF ORANGE COUNTY, INC.,FOR 120 DAYS SUBJECT TO CERTAIN TERMS AND CONDITIONS WHEREAS, Times Mirror Cable Television of Orange County, Inc. ('Times Mirror Cable") possesses a franchise to construct and operate a cable television system in the City of San Juan Capistrano which expires on or about December 23, 1993; and, WHEREAS, Times Mirror Cable has submitted an application to the City of San Juan Capistrano to renew its cable television franchise; and, WHEREAS,the City Council of the City of San Juan Capistrano has determined that it would be in the public interests to extend said franchise for a period of one hundred and twenty (120) days subject to certain terms and conditions in order to allow continuity of service; and, WHEREAS, the City of San Juan Capistrano does not intend to create any right in Times Mirror Cable by said franchise extension other than the extended right to construct and operate a cable television system until April 22, 1994. NOW, THEREFORE, BE rT RESOLVED, by the City Council of the City of San Juan Capistrano as follows: SECTION L The franchise to construct and operate a cable television in the City of San Juan Capistrano, granted to Times Mirror Cable pursuant to Ordinance No. 149, as amended by Ordinance No. 528, is hereby extended for a period of one hundred and twenty(120) days and expires by its terms, without further action of any party, on midnight, April 22, 1994. SECTION 2 With the exception of the provisions of Sections 1 and 5 of this Resolution,the City of San Juan Capistrano and Times Mirror Cable intend and agree that this extension will not in any other way amend modify, increase, or otherwise affect the rights possessed by Times Mirror Cable under said franchise with the exception of those amendments and modifications expressly contained herein. SECTION 3 The extension granted by this Resolution shall not take effect until Times Mirror Cable, in a form acceptable to the City Attorney of the City of San Juan Capistrano, approves and accepts this extension. SECTION 4. As a term and condition of said acceptance,Times Mirror Cable shall agree,and this extension shall be so conditioned, that said extension does not constitute a new franchise, a renewed franchise, or in any way increase or modify the ability of Times Mirror Cable, or any related entity, to claim any rights pursuant to Section 626 of the Cable Communications Policy Act of 1984. The failure of Times Mirror Cable to so certify -1- 0 in its written acceptance of this extension shall render said extension null and void without further action of the parties. SECTION 5, The parties agree that if and to the extent the City and Times Mirror Cable agree upon a franchise renewal,the franchise fee percentage contained in said renewed franchise agreement shall apply, and be collected by the City, as of April 24, 1994. SECTION 6 The above recitals are all true and correct. PASSED,APPROVED,AND ADOPTED this 7th day of December 1993. 64BELL, MAYOR ATTEST: CITY CLERK STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF SAN JUAN CAPISTRANO ) f, CHERYL JOHNSON, City Clerk of the City of San Juan Capistrano, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 93-12-7-4 adopted by the City Council of the City of San Juan Capistrano, California, at a regular meeting thereof held on the 7th day of december , 1993, by the following vote: AYES: Council Members Jones, Nash and Mayor Campbell NOES: None ABSTAIN: None ABSENT: Council Members Hausdorfer and Vasquez (SEAL) CHERYL JOHNSONLCITY CLERK -2- RUTAN & TUCKER ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS pEna BANK OF THE WEST, SUITE 1400 avZ7YWAR7 PRESSMAN WILL AM R BIEL Apx Aa 611 ANTON BOULEVARD _ LIAM LEONARD A,HA.REL p¢RAEL�r x COSTA MESA, CALIFORNIA 92626-1996KATHYFOREAT.EPFAUnnDIABLAE DIRECT ALL MAIL TO: P. O. BOX 1950 IT NA VAN LIGTEN MARK A THOMPSON On BLVD'OR COSTA MESA, CALIFORNIA 92626-1950 STERN E N A ELLIS DEBORAH L HUHUNNEKEN5 RICHARD A SIMS MARSHALL PT A"'ROBERT C BRACH MCPOAO SH TELEPHONE (714) 641-5100 Ep S DANIEL n Q13) 625-7586 Y M GREEK DAM N VOLK CRTRe INA HAILE RE S j CRANE B MATZ DOUGLAS B, MARK® TELECOPIER 014) 546-9035 mL M,CNAEL D RUBIN DUKE F WAISEQUIST U SUB I HARRISON THOMAS LAWSON POSE' ROUSE STAN WGLC o TT* H Sp iw BETH HANNA MILFORD AHL ixORpO DO ER , IBCAROL L oEH dEEa EISA COPE Dl1EEOCx n1M D •uI B BzB IBB1I a-le eat DA January 24, 1994 D"D°"=" The Honorable Mayor and Members of the City Council City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Re: Cable Television Franchise Renewal Proceeding; Summary of Proposed Legal Documents Honorable Mayor and Members of the City Council: : I have been retained by the City of San Juan Capistrano (the "City") to assist you in negotiating a renewal of the existing cable television Franchise Agreement between the City and Times Mirror Cable Television of Orange County, Inc. dba Dimension Cable ("Dimension") . At this point in time, the Ascertainment Process has been substantially completed and I, along with your staff, am prepared to commence renewal negotiations with Dimension. In order to initiate the negotiation process, I have prepared in draft form a "Franchise to Provide Cable Television Services Between the City of San Juan Capistrano and Times Mirror Cable Television of Orange County, Inc. (the "Franchise Agreement") and an Ordinance of the City of San Juan Capistrano, California, Providing for the Granting and Regulation of Franchises for Cable Television Systems (the "Ordinance") . Dimension has submitted a renewal proposal dated November 24, 1993. The Franchise Agreement and the Ordinance collectively constitute the counter-offer of the City to Dimension's renewal proposal and will be transmitted to Dimension subsequent to your review, modification, and approval. The Franchise Agreement and the Ordinance constitute my initial attempt to translate the goals and priorities identified in the Ascertainment into enforceable legal documents that will ensure that your citizens have access to a truly state of the art cable television system built to the highest industry standards which X S LDiSJf ill deliver a wide array of entertainment and information 17)A 7PS2\ 100U1gC'0009\2081357. 01n4194 JAN 2 5 1994 RUTAN & TUCKER ATTORNEYS AT LAW The Honorable Mayor January 24, 1994 Page 2 programming while maintaining a strong and meaningful commitment to universal access and local production. It must be emphasized that although the substantive requirements of the Franchise Agreement and Ordinance are generally consistent with the results of the Ascertainment, these documents constitute merely the starting point of negotiations and many of the substantive requirements may be modified or scaled back during the "give and take" of the negotiation process. Ultimately, like any other form of negotiatio;t, . ore must evaluate, from both an economic and policv viewpoint, the ultimate package which is presented by your nego.:iating team and the failure of the final Franchise Agreement and/or Ordinance to achieve 100 percent of each and every need and priority identified in the Ascertainment does not necessarily preclude that package from being viewed as beneficial or in the public interest. Although the Franchise Agreement and Ordinance are certainly long, complex and interrelated documents, let me attempt to summarize the most important provisions of those documents: I. FRANCHISE AGREEMENT. A. The Franchise Agreement establishes a franchise fee of five percent (5%) of gross annual revenue, which def initionally includes all revenues taken in by the cable system within the City, and further provides that certain other payments required to be made by Dimension pursuant to the Franchise Agreement may not, under any circumstances, be offset or credited against franchise fees. Five percent (5%) of gross annual revenues constitutes the maximum franchise fee currently allowed by both State and Federal law. B. An irrevocable letter of credit in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) is required to ensure that Dimension timely complete all of its obligations under the Franchise Agreement and the Ordinance, including the complete reconstruction of the cable television system. C. Dimension is required to provide extensive insurance and to name the City as an additional insured. D. Dimension is required to defend, indemnify, and hold the City harmless from any and all actions relating to Dimension's construction and/or operation of its cable system. F82\174\007184-0009\2081357. 01n4/94 RUTAN & TUCKER ATTORNEYS AT LAW A PARTNERSHIP INCLUDING PROFESSIONAL CORIPGRATIONE The Honorable Mayor January 24, 1994 Page 3 E. Liquidated damages may be imposed by the City Council, subject to due process procedural and substantive protections, for various breaches of the Franchise Agreement including, but not limited to, violation of the construction schedule and violation of the customer service standards contained in the Franchise Agreement and the Ordinance. In addition, the City Council is authorized to reduce the franchise term for significant construction delays. Said penalties can be assessed directly against the Letter of Credit. F. Dimension is required to initially provide four (4) video channels for public, education, and governmental ("PEG") programming. Of said channels, the City can preempt all regional programming upon three (3) PEG channels to insert its own programming. In addition, pursuant to a usage formula, the City may secure an additional three (3) PEG channels for a maximum of seven (7) downstream video PEG channels throughout the term of the Franchise Agreement. G. The Franchise Agreement requires the construction and dedication of an integrated institutional network which will provide interactive video connection among municipal and other public buildings within the City. H. A PEG Grant in the amount of Three Hundred Fifty Thousand Dollars ($350, 000. 00) is proposed. This amount should allow the City to construct a high quality production facility within the City Council Chambers, which could be utilized for the live broadcast of council meetings and other purposes, plus provide additional funds for editing and portable equipment with a reserve for equipment replacement. The Three Hundred Fifty Thousand Dollar ($350, 000.00) amount is a somewhat arbitrary number and ultimately will have to be,negotiated as pert of the overall economic package. It may be appropriate to employ a programming consultant to further refine this number. It should be noted that under current Federal law, Dimension would be entitled to not only identify the amount of the monthly bill related to the cost of this PEG Grant upon the bill itself, but would, in all likelihood, be able to "pass- through" this cost to subscribers under current rate regulation standards. The PEG Grant has been structured so as to provide the City the option, at any point throughout the term of the Franchise Agreement, to receive the PEG Grant and thus the City obviously has the option never to pull down the money and thus not be subject to disclosure or pass-through. On the other hand, to the extent that the City Council determines that said amounts should be expended P82\124\007184-0009\2081357. 01/24/94 0 RUTAN & TUCKER ATTORNEYS AT LAW The Honorable Mayor January 24, 1994 Page 4 upon PEG programming, the funds will be there and the City's policy flexibility will be preserved. I. Dimension is required to provide a studio within the City for public, as opposed to educational and governmental, access. It is my understanding that Dimension currently operates a studio within the boundaries of the City which would meet the requirements of the Franchise Agreement. As currently envisioned, the equipment purchased for .installation and/or storage at City Hall would be used primarily for educational and governmental programming with the public directed to utilize, upon a free and non-discriminatory basis, the access studio operated by Dimension within the City. Dimension would be required to replace the existing facility with a comparable facility upon its closure. J. All governmental facilities are required to be connected to the cable System and receive free access to Basic Service for the life of the franchise. K. Dimension will be required to construct a 550 megahertz system which will offer approximately seventy (70) downstream video channels. L. Dimension will be required to provide standby power to ensure system reliability and also provide an audio override system which allows a designated individual at the City to override audio programming on all channels and insert emergency-related messages. M. Dimension is required to provide cable television service to all residents in the City, irrespective of density, as well as all areas annexed to the City. This policy is generally referred to as "universal service" or "universal access" and ensures that all of your citizens residing in residential units can obtain cable television service upon payment of the standard installation fee. N. Dimension is required to rebuild the entirety of its cable system in the City within twelve (12) months from the Effective Date of the Franchise Agreement. O. Dimension is required, under the supervision of the City, to conduct periodic technical testing of its cable system to ensure compliance with the technical standards promulgated by the Federal Communications Commission as well as the City. P. A franchise term of ten (10) years has been proposed. Although franchise agreements negotiated in the 1970's and 1980's F3211261007184-000912091357. 01nA194 FRUTAN & TUCKER ATTORNEYS AT LAW R R.RYNERSHIP INCLUDING RRosUDNAL CORROR.TIONG The Honorable Mayor January 24, 1994 Page 5 often provided for a franchise term of fifteen (15) years, such term was an arbitrary number and is now difficult to justify given the economics ofcable construction and the changing legal and technological hardscape. A franchise term of ten (10) years is probably a reasonable compromise between the flexibility which the City demands and the certainty required by the cable operator to amortize the investment required by the Franchise Agreement. Q. she . Fran:_hise AgreAment provides that the Cit; can, in essence, reopen and renegotiate certain provisions of the Franchise Agreement upon the fourth and seventh anniversary date thereof. Given the rapidly changing telecommunications environment, it is foolhardy, in my opinion, for a public entity to lock itself into a long term contract without the flexibility to modify and contour that contract to deal with changing economic, technological, and legal circumstances. Pursuant to the Review and Update provisions contained in the Franchise Agreement, the City can require Dimension to make substantial modifications in the Franchise Agreement, including technical design of the system and the nature of service offerings, upon the seventh anniversary date if the practices of other comparable cable systems justify that result. Franchise extensions are generally offered in exchange for material modifications to the Franchise Agreement which increase costs to the cable operator. II. ORDINANCE. A. Any and all franchises granted by the City must be non- exclusive. Under existing State and Federal law, a city cannot grant an exclusive television franchise, but rather must consider and, subject to certain limitations, grant additional franchises. :,. Tile Cit. 'tFl,_-l&,a,:u e:'_e-sive control .ever the sale and/or transfer of the cable franchise, ' or control of a corporation possessing a cable franchise. In general, a cable franchise cannot be transferred without City Council approval and then upon such terms and conditions which the City Council may, in the exercise of its police power, impose to protect the public interest. C. The Ordinance provides extensive subscriber rights including prohibitions against discriminatory practices, prohibitions against tapping, monitoring, data collection, use of subscriber lists for purposes unrelated to the cable system, revealing subscriber preferences, and other practices which are generally deemed to be inconsistent with the manner by which a cable operator should treat its customers. Subscriber privacy M12=71844M\2081357. 01/24/94 RUTAN 6 TUCKER ATTORNEYS AT LAW The Honorable Mayor January 24, 1994 Page 6 rights are afforded significant protection and the cable operator is generally prohibited from using any information about a subscriber, including the name of the subscriber itself, for any purpose unrelated to the operation or billing of the cable system without the express written consent of the subscriber. D. Franchise fee payments are required to be made quarterly and interest and penalties will be imposed in the event of late payments. In addition, the City is granted extensive audit and inspection rights over the documents and property of Dimension in order to ensure accurate reporting and payments. E. The City must be informed at least forty-five (45) days in advance of any changes in services and/or rates and subscribers must be given at least thirty (30) day notice prior to any service or rate change. The cable operator is prohibited from differentiating between or among subscribers within one type or class and must charge a uniform rate to similarly situated subscribers throughout the City. F. The cable operator is required to maintain a business office in the City which must be open no less than forty-eight (48) hours per week, including at least one weekend day per week. G. The cable operator must respond within eight (8) hours after receipt of request for repairs relating to a service outage and forty-eight (48) hours including Sundays for all other complaints or requests for service. No charge may be made to a subscriber for any service call, except for calls unrelated to problems in the cable system. H. The cable operator is required td provide a state-of-the- art telephone system and a sufficient number of customer service representatives so that callers are not required to wait beyond thirty (30) seconds for phone service or receive busy signals more than three (3) percent of the time averaged monthly. I. Rebates and credits must be provided for service outages. J. Any franchise granted pursuant to the Ordinance may be terminated or revoked if the cable operator wilfully and/or negligently on a continuous basis violates any material provisions thereof, or if the construction schedule is materially delayed and such delays are within the control of the cable operator. FS21124007184-0009\2081357. 01/24/94 RUTAN S.. TUCKER ATTORNEYS AT LAW A PARTNERSHIP INCw OIRc ARN—RsioR«CORPORATIONS The Honorable Mayor January 24, 1994 Page 7 K. Under certain circumstances, the City can require the cable operator to interconnect its PEG channels and, under certain circumstances, other channels with cable television systems serving neighboring jurisdictions. I hope that the summary contained in this letter is helpful to you in digesting and analyzing the many provisions of the Franchise Agreement and Ordinance. I look forward to discussing this matter with yC.: at: the vlti C3tncil meeting of Februzry 15, 1294 . Very truly yours, RUTAN & TUCKER Wm. M. Marticorena WMM:vjb cc: George Scarborough, City Manager Mary Laub, Administrative Assistant F82\124\007184-0009\2081357. MUM S0_11HEgw GALFORNIA REGlor�, TIMES MIRROR �L CABLE TELEVISION March 6 , 1985 Mr. Mike Little Administrative Services Officer City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano , CA 92675 Dear Mike : In accordance with Section 32 of Ordinance 528 and pursuant to your communication of February 5 , 1985 , enclosed please find the following : - 1 . A new $1 , 000 Surety Bond in a format that meets the agree- ment language 2 . $1 , 000 cash deposit relating to the performance of agree- ments and undertakings with subscribers - r , 3. An executed written agreement on behalf of Item No . 2 . Additionally, I have forwarded to our tax department a copy of Section 22 (b) describing the new manner for processing pay- ment of franchise fees . Should you have any questions regarding the enclosed , please do not hesitate to contact Pat Lopker or myself. Sincerely, Jon)r- , Regl Vice President � J0:Enclosur cc: Mr. Pat Lopker, General Manager Mr. Bob Boone , Director of Administrative Services 27611 La Paz Road Laguna Niguel, CA 92677 ]794] B31-13400 UPSSAFECO INSURANCE COMPANIES SAFECO INSURANCE COMPANY OF AMERICA Band No. 4151531-7601-85-1 GENERAL INSURANCE COMPANY OF AMERICA FIRST NATIONAL INSURANCE COMPANY OF AMERICA Prmli Im: $30.00 HOME OFFICE SAFECO PLAZA,SEATTLE,WASHINGTON 98185 PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS: That TIMES MIRROR CABLE TELEVISION of ORANGE COUNTY, INC. , as Principal, hereinafter called DEVELOPER, and SAFECO INSURANCE COMPANY OF AMERICA, as Surety, hereinafter called SURETY, are held and firmly bound unto the City of San Juan Capistrano, as Obligee, hereinafter called CITY, in the amount of ONE THOUSAND DOLLARS and No/100ths $1,000.00 Dollars for payment whereof Developer and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, fairly by these presents. WHEREAS, Developer has by written agreement dated NOVEMBER 30, 1982, entered into a (describe agreement) Franchise Agreement with the City of San Juan Capistrano and agreed to be bound by the regulatory provisions of City Ordinance 528, which said ordinance and contract are by reference made a part hereof, NOW, THEREFORE, the condition of this obligation is such that, if Developer shall promptly and faithfully perform said agreement & Ord. 528 then this obligation shall be null and void; otherwise it shall remain in full force and effect. Surety waives whatever legal right it may have to require that a demand be made first against the principal in the event of default. BE IT FURTHER RESOLVED, that: 1. As a part of the obligation secured hereby, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City and successfully enforcing such obligation, all to be taxed as costs and included in any judgement rendered. PRINTED IN U.S.A. 2. Said Surety for value received, hereby stipulates and agrees that no change, extension of time, alternation, or modification of the contract documents or of the work to be performed thereunder, shall in any way affect its obligations or this bond, and it does hereby waive notice of any such change, extension of time, alternations, or modifications of the contract documents or of work to be performed thereunder. 3. Safeco Insurance Company License Bond No. 2605033 in the amount of $1,000.00 was previously issued covering a prior agreement between Orange County and City of San Juan Capistrano, and whereas this bond replaces the previous bond, it is understood and agreed that the prior Bond No. 2605033 is cancelled and of no further effect upon the acceptance of this bond by the City. Executed this 5th day of MARCH, 1985, at Los Angeles, California. PRINCIPAL TIMES MIRROR CABLE TELEVISION OF ORANGE Subscribed and Sworn To Before COUN' , INC. - t lv G 19 _I B me on -- �'-� (NOTARI TON) ORFIcint SEAL ` Notary ublic for the State of LUPE CONNER NOTARY PUBUC-CAUFORNIA California ORANOECOUNfY SURETY My C--n Lwn.Mmd 11,1988 i l SAFECO INSURANCE COMPANY OF AMERICA Rob rt A. Oppelt, ney-in-Fact (NOTARIZATION AND SEAL) State of CALIFORNIA 1 On this the 5th day of MARCH tg 85 before me, County of LOS ANGELES 1 D. LAWRENCE LANGLEY J the undersigned Notary Public,personally appeared ROBERT A. OPPELT Y1 personally known tome O proved tome on the basis of satisfactory evidence to be the person(s)who executed the within Instrument as "°°°CFr1,C.,L SFnL Attorney-in-Fact or on behalf of the corporationtherain D. Lawrence Langley named,and acknowledged to me that the corporation executed it. € , ,:r„nL rFriCE w = WITNESS my hand and official seal. Ips rNGFLFS COUNTY 3 My Commission Expires June 28,1985 a , � E,pir 28,19851 Notary's Signature CORPORATE ACKNOWLEDGMENT FORM 7120052 NATIONAL NOTARY ASSOCIATION 23012 Win1WS Blvd.•Woodland N111s,CA91364 •ti POWER OF SAFECO INSURANCE COMPANY OF AMERICA ATTORNEY GENERAL INSURANCE COMPANY OF AMERICA HOME OFFICE: SAFECO PLAZA SAFECO SEATTLE, WASHINGTON 98185 No. 4709 KNOW ALL BY THESE PRESENTS: That SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA,each a Washington corporation, does each hereby appoint --------------------ROBERT A. OPPELT, Los Angeles, California--------------------- its true and lawful attorneys)-in-fact, with full authority to execute on its behalf fidelity and surety bonds or undertakings and other documents of a similar character issued in the course of its business,and to bind the respective company thereby. IN WITNESS WHEREOF, SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA have each executed and attested these presents this 7th day of December 19 80 CERTIFICATE Extract from the By-Laws of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA: "Article V, Section 13. — FIDELITY AND SURETY BONDS . . . the President, any Vice President, the Secretary, and any Assistant Vice President appointed for that purpose by the officer in charge of surety operations, shall each have authority to appoint individuals as attorneys-in-fact or under other appropriate titles with authority to execute on behalf of the company fidelity and surety bonds and other documents of similar character issued by the company in the course of its business... On any instrument making or evidencing such appointment,the signatures may be affixed by facsimile.On any instrument conferring such authority or on any bond or undertaking of the company,the seal,or a facsimile thereof,may be impressed or affixed or in any other manner reproduced; provided, however, that the seal shall not be necessary to the validity of any such instrument or undertaking." Extract from a Resolution of the Board of Directors of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA adopted July 28, 1970. "On any certificate executed by the Secretary or an assistant secretary of the Company setting out, (i) The provisions of Article V, Section 13 of the By-Laws, and (ii) A copy of the power-of-attorney appointment, executed pursuant thereto, and (iii) Certifying that said power-of-attorney appointment is in full force and effect, the signature of the certifying officer may be by facsimile, and the seal of the Company may be a facsimile thereof." I, W.D. Hammersla, Secretary of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY OF AMERICA, do hereby certify that the foregoing extracts of the By-Laws and of a Resolution of the Board of Directors of these corporations, and of a Power of Attorney issued pursuant thereto, are true and correct,andthat both the By-Laws, the Resolution and the Power of Attorney are still in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of said corporation this 5th day of HARCH 19 85 5-974 P.9 9/81 PAINTED IN LLS A. AGREEMENT Between Times Mirror Cable Television of Orange County, Inc . , and the City of San Juan Capistrano , California Related to Performance of Agreements and Undertakings with Subscribers . This Agreement is made and entered into this 11th day of March 1985 , at San Juan Capistrano , California by and between t e City of San Juan Capistrano (CITY) and Times Mirror Cable Television of Orange County, Inc. (TIMES MIRROR) . WHEREAS, the City Council of San Juan Capistrano has adopted Ordi- nance 528 , amending Ordinance 149 and repealing Ordinance 389 ; and WHEREAS , Section 32 (b) requires TIMES MIRROR to provide a cash deposit of $1 ,000 related to performance of agreements and undertakings with subscribers ; and WHEREAS, the cash deposit shall be accompanied by a written agree- ment . NOW, THEREFORE , in consideration of the provisions of Ordinance 528 , TIMES MIRROR agrees as follows : 1. That the aforementioned deposit may be used to pay for any damages or costs suffered or incurred by any cable television subscri- ber as a result of TIMES MIRROR' S failure to comply with any one or more provisions of any agreement or undertaking with such subscriber. 2 . Damages shall include reasonable attorney' s fees if TIMES MIRROR is at fault and the cost of any action or proceeding. 3. TIMES MIRROR shall replenish the aforesaid fund to maintain a $1 , 000 minimum balance at all times immediately as this fund is dimin- ished. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year above written. Attest : CITY OF SAN JUAN CAPIST By Mary Annanover, City Clerk tep n B. u is City Manager Approved as to form: TIMES MIRROR CABLE TELEVISION OF 5ouihoernm?Callifornia CUNTY, INC. rU/U(J•N,�)f��9 J n Shaw, City Attorney Odue President Region MEMORANDUM CONFIDENTIAL TO: City Council City Manager City Attorney Director of Administrative Services FROM: Mary Ann Hanover, City Clerk DATE: November 30 , 1984 SUBJECT: Closed Session It will be necessary for Council to hold a Closed Session just before the Public Hearings to consider the attached memorandum and its legal implications. Respectfully submitted, �- --- MA02 RY ANN NOVER MAH/mac le AGENDA ITEM December 4 , 1984 TO : Stephen B . Julian , City Manager FROM: Bob Boone , Director of Administrative Services SUBJECT : Mutual Settlement and Release Agreement - Times Mirror Cable Television of Orange County, Inc . SITUATION On July 19 , 1983 the City Council adopted Resolution No . 83-7 -19-3 setting forth Rules and Regulations on Additions and Deletions to Designated Service Areas . On October 18 , 1983 the City Council reviewed requests from Times Mirror and Storer Cable TV to service two new tracts , and desig- nated the service area to Storer Cable TV. On November 7 , 1983 Times Mirror filed in Superior Court an injunction against the City over the Rules and Regulations and prevailed . Storer Cable TV did not wish to be involved at this time , and Times Mirror was ordered to post a bond and continue its efforts to serve the two tracts . In February 1984 the City' s attorneys , Rutan and Tucker , were pre- paring for a trial date when we were notified by Times Mirror that perhaps a mutual agreement could be reached prior to the court date . After many months of negotiations , the attached Agreement and Resolution represent the final product of these efforts . The Agreement references (Exhibit "A") which represents the amendments to the Times Mirror Franchise Agreement that will be introduced under Public Hearings at the December 4 , 1984 City Council meet- ing . The attached Resolution will serve to repeal Resolution No . 83-7-19- 3 as referenced in the Agreements . COMMISSION/BOARD REVIEW, RECOMMENDATION The Ad-Hoc Cable Television Committee recommends approval of the Agreement . FINANCIAL CONSIDERATIONS The City has paid approximately $27 ,000 . 00 in attorneys fees to date , and will receive a final bill at a later date . ALTERNATE ACTIONS 1 . Authorize the Mayor and City Clerk to execute the attached Settlement Agreement and adopt the Resolution repealing Resolution No . 83-7 -19-3 . 2 . Request additional information. Agenda Item - Mutual Settlement and Release Agreement - TM December 4 , 1984 Page 2 RECOMMENDATION By motion, authorize the Mayor and City Clerk to execute the attached Settlement Agreement and adopt the Resolution repealing Resolution No . 83-7-19-3 . Respectfully submitted, Bob Boone BB/pJs Attachments o ire ar J� 32"400 PASM&ADECANTQ"` .1 SAN JVA,N':CAFtSTRANO,CA.LLFORNIA 92675 ' r °PN'OI`FE`4 A]i117 i December 7 , 1984 TM Cablevision 27611 La Paz Road Laguna Niguel, California 92677 Re: Amendments to Non-Exclusive Franchise Agreement Gentlemen: Enclosed are the following: 1 . A copy of Resolution No. 84-12-4-5 repealing Resolution No. 83-7-19-3 regarding rules and regulations for the selection of franchisee to serve designated service areas for cable television. 2 . Your fully executed copy of the Mutual Settlement and Release Agreement Between Times Mirror Cable Television of Orange County, Inc. , and the City of San Juan Capistrano. At their meeting of December 4 , 1984 , the City Council approved the Agreement and adopted Resolution No. 84-12-4-5 . Ordinance No. 528 was introduced relating to the non-exclusive franchise of Times Mirror Cable Television and amending Ordinance No. 149 and repealing Ordinance No. 389 . Ordinance No. 528 is scheduled for adoption by the Council at their meeting of January 8 , 1985 . A copy of the Staff Report and Agenda will be forwarded to you prior to that meeting. Thank you for your cooperation. Very truly yours , MARY ANN HANOVER, CMC City Clerk MAH/mac Enclosures cc: Director of Administrative Services Rutan and Tucker PUBLIC HEARINGS 1 . AMENDMENTS TO NON-EXCLUSIVE FRANCHISE AGREEMENT (TIMES MIRROR CABLE TELEVISION) (43) This Hearing was continued from the meeting of November 20 , 1984. Proposal: Amendments to the Times Mirror Franchise pursuant to a settlement reached in the suit against the City stemming from application of the City' s "Rules and Regulations Governing Additions to Designated Service Areas" and subsequent award of two Wilshire Diversified tracts to Storer Cable Television. Applicant: This was a City-initiated Hearing. Written Communications: (1) Report dated December 4 , 1984 , from the Director of Administrative Services , forwarding an Ordinance which amends the Times Mirror Franchise and repeals Ordinance No. 389 . The report advised that the Ad Hoc Cable Television Committee reviewed the amendments and recommended adoption of the Ordinance. (2) Two-page report received December 4 , 1984 , forwarding additional information regarding the amendments to Ordinance No. 149 . The report set forth differences between Storer Cable TV and Times Mirror Cable TV regulations upon adoption of the amendments. Exhibits were on display and the Director of Administrative Services made an oral report summarizing events leading to an injunction filed against the City over the Rules and Regulations on additions and deletions to designated service areas and subsequent Sattlement Agreement. He advised that the Settlement Agreement contained a repeal of the Resolution setting forth the Rules and Regulations for designated service areas and amendments to the Times Mirror Ordinance No. 149 , which were attached as Exhibit "B" ; further, that on Page 3 , Section 4 , an addition had been made that concurrently with execution of Settlement Agreement, the parties , through their attorneys , were to execute a Stipulation for Order Dissolving Preliminary Injunction and for Return of Undertaking, which was included as Exhibit "A" . Mr. Boone further cited three revisions to be incorporated into the Ordinance: (1) Page 55 , Section 4 , Line 7 , to delete reference to Storer Cable TV and replace with "Grantee; " (2) Page 54 , Section 44, Line 15, to add language that "nor have waived any rights thereunder; " and, (3) Page 7 , Line 21 , to provide for a map of the Times Mirror designated area. He recommended that the Mayor and City Clerk be authorized to execute the Settlement Agreement; that the Stipulation Order be approved and the City' s attorneys , Rutan & Tucker, be authorized to execute the Order; that the Resolution repealing the Rules and Regulations regarding designated services areas be adopted; and, that the Ordinance amending the Times Mirror Non-Exclusive Franchise be introduced. Public Hearing: Notice h�g been given as required by law, Mayor Hausdorfer opened the Public Hearing and, there being no response, closed the Hearing with the right to re-open at any time. Approval of Settlement Agreement and Stipulation Order It was moved by Councilman Buchheim, seconded by Councilman Schwartze, and unanimously carried to approve the Mutual Settlement and Release Agreement between Times Mirror Cable Television and the City, and to authorize the Mayor and City Clerk to execute the Agreement on behalf of the City; as part of the settlement, representatives of Rutan and Tucker were authorized to execute the Stipulation Order. Repeal of Rules and Regulations/Designated Service Areas: It was moved by Councilman Friess , seconded by Councilman Buchheim, that the following Resolution be adopted: RESOLUTION NO. 84-12-4-5 , REPEAL OF RESOLUTION NO. 83-7-19-3 - RULES AND REGULATIONS - SELECTION OF FRANCHISEE TO SERVE DESIGNATED SERVICE AREAS - CABLE TV - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, REPEALING RESOLUTION NO. 83-7-19-3 - RULES AND REGULATIONS FOR THE SELECTION OF FRANCHISEE TO SERVE DESIGNATED SERVICE AREAS FOR CABLE TELEVISION The motion carried by the following vote: AYES: Councilmen Friess , Bland, Buchheim, Schwartze , and Mayor Hausdorfer NOES: None ABSENT: None Amendments to Ordinance: It was moved by Councilman Buchheim, seconded by Councilman Bland, and unanimously carried to approve the amendments to the Ordinance relating to the non-exclusive franchise of Times Mirror as noted by the Director of Administrative Services. Introduction of Ordinance: The City Attorney read the title of the Ordinance next in order. Further reading of all Ordinances had been waived earlier in the meeting. It was moved by Councilman Schwartze, seconded by Councilman Bland, that the following Ordinance be introduced: ORDINANCE NO. 528 , NON-EXCLUSIVE FRANCHISE (TIMES MIRROR CABLE TELEVISION) - AN ORDINANCE OF THE CITY OF SAN JUAN CAPISTRANO, CALIFORNIA, RELATING TO THE NON-EXCLUSIVE FRANCHISE OF TIMES MIRROR CABLE TELEVISION AND AMENDING ORDINANCE NO. 149 AND REPEALING ORDINANCE NO. 389 The motion carried by the following vote: AYES: Councilmen Friess , Bland, Buchheim, Schwartze, and Mayor Hausdorfer NOES: None ABSENT: None �+ ➢c"��i�Cn�+7�C.�7sC�+7tJc+9C�v��SXx�nJrrCee7C yr. � vY. �Ir. a4 y. a4. yn 31fC llfC �IfC 3Yc �& Ryen�t � of CaliforniaInterstate Bank of Ciforni lye Commercial Loan Service Center I�tVIi/O�Y 1055 Wilshire Boulevard,MS: 810-6 Bank Los Angeles,California 90017 Cable Address: FICABANK Telex No. 188180 DATE: 14JUL94 AMENDMENT NUMBER: 06 TO OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 53001415 APPLICANT: BENEFICIARY: TIMES MIRROR CABLE TELEVISION INC. , CITY OF SAN JUAN CAPISTRANO 2381-2391 MORSE AVENUE 32400 PASEO ADELANTO IRVINE, CALIFORNIA 92714 SAN JUAN CAPISTRANO, CA 92675 i € ATTN: CITY MANAGER DIRECT �ETHE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS: VALIDITY EXTENDED TO JULY 29, 1995 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED THIS AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE MENTIONED CREDIT AND MUST BE ATTACHED THERETO atalt�titaE�c�►raF*+tjr*�**�t�t�***wine*as eex;K�twi►*+r>�iF*er�tit*irx****w*wwx��e+sx*;It*ir** € c , �q C�aCs�( AUTHOR E X AUTHORIZED SIGNATURE ORIGINAL also MEMBERS OF THE CITY COUNCIL COLLENE CAMPBELL GARY L HAUSDORFER b V GILJONES CA ' mmueus[o CAROLVN NASH a ulxlutxm 1961 JEFF VASQUEZ 1776 • • CITY MANAGER GEORGESCARBOROUGH July 18, 1994 �A Times Mirror Cable Television, Inc. 26181 Avenida Aeropuerto San Juan Capistrano, CA 92675 Re: Renewal of General Liability Certificate of Insurance and Additional Insured Endor ement Form (Franchise Agreement) Dear Gentlemen: The General Liability Certificate of Insurance, regarding the above-referenced service, is due to expire on August 1, 1994. In accordance with your agreement, the insurance certificate needs to be renewed for an additional period of one year. The agreement requires a general liability endorsement form naming the City of San Juan Capistrano as an additional insured. I have included a City approved endorsement form to submit to your insurance company; however, your insurance company may provide their own endorsement form. Please forward the updated certificate and the endorsement form to the City, attention City Clerk's office, by the August 1st expiration date. If you have any questions, please contact me at(714) 443-6310. Thank you for your cooperation. Very truly yours, Zito') Dawn M. Schanderl Deputy City Clerk Enclosure cc: Cheryl Johnson, City Clerk Mary Laub, Management Assistant 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 ....... moi: yy 7s HIS UEDAO7(RA /21/94 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND JOHNSON 6 HIGGINS OF CALIFORNIA CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE CASUALTY DEPARTMENT POLICIES BELOW. 2029 CENTURY PARK EAST,SUITE#2200 LOS ANGELES,CA 90067-3083 COMPANIES AFFORDING COVERAGE TEL: (310)552-8700 cLompµy ETTER A INSURANCE COMPANY OF NORTH AMERICA 77870-60-91 U COMPANY INSURm LETTER B NATIONAL UNION FIRE INSURANCE CO. TIMES MIRROR COMPANY TIMES MIRROR CABLE TELEVISION OF LETTER C N/A ORANGE COUNTY,INC.; DIMENSION CABLE SERVICES �TERNY D N/A 26181 AVENIDA AEROPUERTO SAN JUAN CAPISTRANO CA 92675 �sw E .xF:. ':,......e.... . �<«n.;a>oaxM;R:a�<n�&&;? "a"4t`&x.�:'t c a:. MN:i [ � � � 3 ....:,.>,.. .., .,n.n.....: a eM: :.:...n..,.n ..... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POUCHES DESCRIBED HEREIN HS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. L� HYPE OF INWRANCE POLICY NUMBER DATE IMM EFFECTIVE �IDWIRATION LIYRB auIERALLABILITY #HDO-61519190-9 08/01/94 06/01/95 GENERAL AGGREGATE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY PRODUCTSCOMPIOP AGO. f 4,000,000 CLAMS MADEEX OCCUR PERSONAL&ADV.INJURY f 2,000,000 owNER'S&CONTRACTORS PROT. EACH OCCURIENCE s 2,000,000 FRE DAMAGE(AM ons fin) f 1,000,000 MEMEXPENSE(Anyompv f 5,000 A AUTOMOBILE UABIUYY #ISA-002363 08/01194 08/01/95 COMBINED SINGLE f 2,000,000 X ANY AUTO Umrr ALL OWNED AUTOS CANADA: BOOLY INJURY f SCHEDULED AUTOS #CAC-394559 (PW PM ) X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (PR ecddwM f GARAGE LIABILITY PROPERLY DAMAGE f B E7(CEse LUUMUTY #BE-309.63-02 06/01/94 06/01/95 EACH OCCURRENCE f 5,000,000 X UMBRELLA FORM AGGREGATE s 5,000,000 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY LIMITS Axf EACH ACCIDENT s DISEASE-POLIcv LIMIT EMPLOYERS'LIABILITY 14 i DISEASE-EACH EMPLOYEE f OTHER O 'n DEsmp,noxoFOPERAMOMS"rAnC"81WWACUM/aPMM EMe CITY OF SAN JUAN CAPISTRANO IS AN ADDITIONAL INSURED-A8' R IN>§RESRS) NI1Y r _ APPEAR AS RESPECTS FRANCHISE AGREEMENT. FORM #CG-20-10 (11/85) ATTACHED. - t�i L- ... >r aKi# m v u2,<'s,:• .y'v,:,v':;. 5'.-.m8��b SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE THE CITY OF SAN JUAN CAPISTRANO EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO ATTN: CITY CLERK'S OFFICE MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 32400 PASEO ADELANTO LEFT. BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR SAN JUAN CAPISTRANO CA 92629 LIABILITY OF ANY IOND UPON THE COMPANY,ITS AGENTS OR REPRESENTAT VES. y` REPREBBfTATNE Q v . .'��y� ..n•.,.ni..F•.,.:..n b,, .nse::: � r 8 .<ns...�c 6...�wnu::-^. .n..a. .>&2�:' ..... .......... ..:..:.:..y._::.:::.. ............ ........ ............ ........................ p'..' ISSUE DATE(MM/DDNY) gm .0 ......... lums I 08/09/93 0 1 PRODUCER THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND JOHNSON&HIGGINS OF CALIFORNIA CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE CASUALTY DEPARTMENT POLICIES BELOW. 2029 CENTURY PARK EAST,SUITE#2200 LOS ANGELES CA 90067 COMPANIES AFFORDING COVERAGE TEL: (310)551-3815 COMPANY ETTER A INSURANCE COMPANY OF NORTH AMERICA 77870-60-91 U NREVISED" COMPANY B INSURED LETTER NATIONAL UNION FIRE INSURANCE CO. TIMES MIRROR COMPANY COMPANY TIMES MIRROR CABLE TELEVISION OF LETTER C ORANGE COUNTY, INC.; COMPANY C= DIMENSION CABLE SERVICES LETTER 26181 AVENIDA AEROPUERTO COMPAN SAN JUAN CAPISTRANO CA 92675 R Y E --I] Fm I......... ....... K". mm 'm...... : ..... .. ...... ............ ......I.......... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVEFOR THA LICY PERIOD INDICATED, NOTWITHSTANDING ANY R9QUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPEar TO WHICH THIS CERTIFICATE MAY BE ISSUED OP.MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN !S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICYEFFECME POUCYEXPIRATION Lm TYPE OF INSURANCE POLICY NUMBER DATE(MM/CQfM DATE(MMIDDIYY) UNITS GENERAL LIABILITY #HJ)0-G1-519190-9 08/01t93 08/01/94 GENERAL AGGREGATE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG. $ 4,000,000 —= Fvil CLAIMSMADE] � OCCUR PERSONAL&ADV.INJURY $ 2,000,000 OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any one firs) $ 1,000,000 MEDEXPENSE(Anyorepowd, $ 5,000 AUTOMOBILE UABIUTY #ISA-002363 08/01/93 08/01194 COMBINED SINGLE $ A X ANY AUTO OMIT 2,000,000 ALL OWNED AUTOS CANADA: BODILY INJURY SCHEDULEDAUTOS #CAC-394559 (Per person) $ X HIRED AUTOS BODILY INJURY $ X NON-OWNEDAUTOS (Per accident GARAGE UABIUTY PROPERTY DAMAGE $ EXCESS LIABILITY #BF-308-88-00 08/01193 08/01/94 EACH OCCURRENCE $ 5,000,000 B X UMBRELLA FORM AGGREGATE $ 5,000,000 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY UMITS EACH ACCIDENT AND DISEASE-POLICY LIMIT is EMPLOYERS'LIA131UW DISEASE-EACH EMPLOYEE 1$ OTHER DESCRIPTION OF OPERATIONSILOrA'nONSNEMICLOB/SPECIAL ITEMS CITY OF SAN JUAN CAPISTRANO IS AN ADDITIONAL INSURED AS THEIR INTEREST(S) MAY APPEAR AS RESPECTS FRANCHISE AGREEMENT. FORM #CG-20-10 (11/85) ATTACHED. ..... ... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE THE CITY OF SAN JUAN CAPISTRANOEXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 'X ATTN: CITY CLERKS OFFICE MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 32400 PASEO ADELANTO LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR SAN JUAN CAPISTRANO CA 92629 LIABILITY OF ANY KIND UPONLTHE COMPANY, ITS AGENTS 0 TIVES. AU 7a 7l, ...........CE . :t ...... ...... ISSUE;ATE(MMIDDIY I Y) 07/29/93 PRODUCER THIS CERTIFICATE Is ISSUED AS A MATTER OF INFORMATION ONLY AND JOHNSON&HIGGINS OF CALIFORNIA CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE CASUALTY DEPARTMENT POLICIES BELOW. 2029 CENTURY PARK EAST,SUITE#2200 LOS ANGELES CA 90067 COMPANIES AFFORDING COVERAGE TEL: (310)551-3815 COMPANY LETTER A INSURANCE COMPANY OF NORTH AMERICA 77870-60-91 U COMPANY INSURED LETTER B NATIONAL SURETY 6 TIMES MIRROR COMPANY TIMES MIRROR CABLE TELEVISION OF LCETTEROMPANY C ORANGE COUNTY, INC.; DIMENSION CABLE SERVICES COMPANY D LETTER 26181 AVENIDA AEROPUERTO -------- COMPA SAN JUAN CAPISTRANO CA 92675 LETTERNY E THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE 4ICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO-WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL:THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE POUCYEXPIRATION LIMITS LTR TYPE OF INSURANCE POLICY DATE(MM/DD/YY) DATE(MM/DD/YY) GENERAL LIABILITY #HDO-GI-519190-9 08101193 08101194 GENERAL AGGREGATE $; 2,000,000 • X COMMERCIAL GENERAL UABIUTY PRODUCTS-COMP/OP AGO. $ 4,000.000 CLAIMS MADEFT OCCUR. PERSONAL&ADV.INJURY s 2,000,000 OWNERS&CONTRACTORS PROT. EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any one fire) $ 1'000,000 MED.EXPENSE(Anyonepown, $ 5,000 AUTOMOBILE LIABILITY #ISA-002363 08/01/93 08/01/94 COMBINED SINGLE $ • X ANYAUTO LIMIT 2,000,000 ALL OWNED AUTOS CANADA: BODILY INJURY $ SCHEDULED AUTOS #CAC-394559 (Per person) X HIREO AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY DAMAGE $ Excess LIABILITY #BE-308-88-00 08/01/93 08/01194 EACH OCCURRENCE $ 5,000,000 B X UMBRELLA FORM AGGREGATE $ 5,000.000 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY UMITS EACH ACCIDENT $ AND DISEASE--POUCY LIMIT $ EMPLOYERS,LIABILITY DISEASE-EACH EMPLOYEE $ OTHER DESCRIPTION OF OPERATIONSILOCATIONSVEHICLES/SPECML ITEMS CITY OF SAN JUAN CAPISTRANO IS AN ADDITIONAL INSURED AS THEIR INTEREST(S) MAY APPEAR AS RESPECTS FRANCHISE AGREEMENT. FORM #CG-20-10 (11/85) ATTACHED. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE THE CITY OF SAN JUAN CAPISTRANO EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO ATTN: CITY CLERK'S OFFICE MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 32400 PASEO ADELANTO LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR SAN JUAN CAPISTRANO CA 92629 LIABILITY OF ANY IQND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE .. ..... --, .4 ... ........... ........ ....... ................... ........... .. . .......... WNW • �, ate„ • J1_ MEMBERS OF THE CITY COUNCIL , COLLENE CAMPBELL ■ GARY L.HAUSDORFER V 1 GIL JONES I= m(OA,O AAIfO CAROLYN NASH IVIAnISOf1 1961 JEFF VASQUEZ 1776 CITY MANAGER GEORGE SCARBOROUGH July 23 , 1993 Times Mirror Cable Television, Inc. 26181 Avenida Aeropuerto San Juan Capistrano, CA 92675 Re: Renewal of General Liability Certificate of Insurance and Additional Insured Endorsement Form (Franchise Agreement) Dear Gentlemen: The General Liability Certificate of Insurance, regarding the above-referenced project, is due to expire on August 1, 1993 . In accordance with your agreement, the insurance certificate needs to be renewed for an additional period of one year. The agreement requires a general liability endorsement form naming the City of San Juan Capistrano as an additional insured. Please forward the updated certificate and the endorsement form to the City, attention City Clerk's office, by August 6, 1993 . If you have any questions, please contact me at (714) 493-1171 extension 243 . Thank you for your cooperation. Very truly yours, Dawn M. Schanderl Depu7Cheryl City Clerk cc: Johnson, City Clerk Mary Laub, Management Assistant 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO. CALIFORNIA 92675 0 (714) 493-1171 �yy��P7rC4P�9P7C9C�9P7C9C��C1��C]WCm��(+��a�rX+]�CM�rN+��'+1aCr%+��%]I�Cr%�9(��M7[aC�Q�r%��P��JP7�IrMr�?"+��%±7oC�P7rC�C11C�M�9(+1CM'Ym7RK��K7C��ii Rmt OrOr.; Interstate Bank .;California y International Division Interstate Box 54191 Bank Los Ange es,California 90054 �5F Cable Address: FICABANK Telex No.674421 3 3 A:hiE NIE[h1i_.NT Ni 1,113FE. I 'T'O U.-UP, IRREJLiC'd;,r:LJ STS.M"'IR ' LETTER OF' [':F;I:DIT NUMBER : S?z.Ki '+15 4 II^3c_ uIE•saiF, f=r[t LL. TE .EN': J.{.iN INC- :< r :I TY t!1 cti-{i',i _.t.i u'4 t.F<r'i.E 1 RF`:P;t. t''L 1'i{.iRSIS . i-FVEINKJE tl' 1 :=`� .L' ....:' :!..{":a T fg 1: '.I:INi[ . ':?idiJ JvIHN . .;'�! AII II I R.E {I err THE ABOVE:. MENTIO'NED 1I IS A ME NDEC< AS FOLI_.OWS FAL_ EI" Ii'`f EXTEME:!ED TO :+l{4_'Y a:s r :."W: :-:I_L. OTHER Tl-RPM:: AND CONDITIONS REMAIN UNCHA'hltii: D .T'Hl� AMENDilf.''NT IS TO BE CONSIDERED r 5 PART OF THE 600"E MENTIONED CREDIT ANl_, MUST BE ATTACHED THERE'T'O 3„ 3 #•:a;E.�•�.:n:##�#•#:�:####•#•u-u;i�ir#:�###..?�.•�#..It.•tc#x;..x.�..:�#•7E###:�t�##�#�:;,fx 7Ti��#:��#iF##�i r:#i!�: 3� c 3 c r� l ' GW, r _r ' 12[ AUTHORIZED SIGNATURE ORIGINAL aCHli:iD® CERTIFICA40F INSURANCE ISSUE DATE(MM/OD/YY) 77870-60-91 U14 08/01/90 PRODUCER THIS CERTIFICATE IS ISSUED AS A MAI-TER OF INFORMATION ONLY AND CONFERS Johnson & Higgins of CaliforniaNO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, ( RFIE/(TP*p OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Casualty Department 2029 century Park East A h 3 11 37 All 'on COMPANIES AFFORDING COVERAGE Los Angeles, CA 90067 0 I�Y �gi7eA Y A INSURANCE COMPANY OF NORTH AMERICA DE°Ai3( .N- Ci ; ' N; Ci ' "d6mmNY B NATIONAL UNION INSURANCE COMPANY INSURED JUArI :,I LETTER: 4( THE TIMES MIRROR COMPANY TIMES MIRROR CABLE TELEVISION, INC. COMPANY LETTER C TIMES MIRRROR CABLE TELEVISION OF ORANGE COUNTY, INC. COMPANY LETTER D 26181 AVENIDA AEROPUERTO SAN JUAN CAPISTRANO, CA 92675 COMPANY LETTER E COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS TR DATE(MM/DD/YY) DATE(MM/DDIVV) GENERAL LIABILITY GENERAL AGGREGATE $ 2,000, A X COMMERCIAL GENERAL LIABILITY HDO-Gl-442080-0 08/01/90 08/01/91 PRODUCTS-COMP/OPS AGGREGATE $ 4,000, CLAIMS MADE X OCCUR. PERSONAL 8 ADVERTISING INJURY $ 2,000, OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 2,000, FIRE DAMAGE(Any one fire) $ 1,000, MEDICAL EXPENSE(Any one person) $ Tj r AUTOMOBILE LIABILITY COMBINED SINGLE A X ANY AUTO ISA-002308 08/01/90 08/01/91 LIMIT $ 2,000, ALL OWNED AUTOS BODILY NJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY NONOWNEDAUTOS INJURY $ (Per accident) GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH AGGREGATE OCCURRENCE B X UMBRELLA/EXCESS BE-305-3055 08/01/90 08/01/91 $ 5,000, $ 5,000, OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY $ (EACH ACCIDENT) AND $ (DISEASE—POLICY LIMIT) EMPLOYERS'LIABILITY $ (DISEASE—EACH EMPLOYEE) OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS RE: FRANCHISE AGREEMENT CERT. NO. 40OX CERTIFICATE HOLDER CANCELLATION THE CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 32400 PASEO ADELANTO EXPIRATJBNI DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO SAN JUAN CAPISTRANO, CA 92629 MAIL—DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE jAjCOR0 25-S(11188), . . RPORATION 1989 f A04111 1/® CERTIr{�yfy�QF 'NSU9'9J{�yt/L—I., ISSUE OAT/(MM/DD 7 7 - -91 III 07/27/922 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE JOHNSON & HIGGINS OF CALIFORNIA DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Casualty Department POLICIES BELOW. 2029 Century Park East, Suite #2200 COMPANIES AFFORDING COVERAGE Los Angeles, California 90067-3083 Tel: (310) 551-3815 COMPANY INSURANCE COMPANY OF NORTH AMERICA LETTER A COMPANYFEDERAL INSURANCE CO. (CHUBBEGROUP) INSURETIMES. MIRROR COMPANY; LETTER B TIMES MIRROR CABLE TELEVISION OF COMPANY`. ` ORANGE COUNTY, INC. ; LETTER DIMENSION CABLE SERVICES COMPANY D 26181 AVENIDA AEROPUERTO LETTER SAN JUAN CAPISTRANO CA 92675 COMPANY E LETTER COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR DATE(MM/DD/YY) DATE(MM/OD/YY) GENERAL LIABILITY GENERAL AGGREGATE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY #HDO-Gl-519121-1 08/01/92 08/01/93 PRODUCTS COMP/OP AGO. $ 4,000,000 CLAIMS MADE X OCCUR. PERSONAL&ADV.INJURY $ 2,000,000 OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any one fire) $ 1,000, 000 MED.EXPENSE(Any one person) $ 5,000 AUTOMOBILE LIABILITY COMBINED SINGLE A X ANY AUTO #ISA-002349 08/01/92 08/01/93 LIMIT $ 2,000,000 ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS CANADIAN: (Par person) X HIRED AUTOS #CAC-394559 BODILY INJURY X NON-OWNED AUTOS (Per ecc,dent) $ GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ 5,000,000 B X UMBRELLA FORM #(93) 7968-59-20 08/01/92 08/01/93 AGGREGATE $ 5,000,000 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY LIMITS EACH ACCIDENT $ AND DISEASE—POLICY LIMIT $ EMPLOYERS'LIABILITY DISEASE—EACH EMPLOYEE $ OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS CITY OF SAN JUAN CAPISTRANO IS AN ADDITIONAL INSURED AS THEIR INTEREST(S) MAY APPEAR AS RESPECTS FRANCHISE AGREEMENT. FORM #CG-20-10 (11/85) ATTACHED. CEWTH°ICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE THE CITY OF SAN JUAN CAPISTRANO EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO ATTN: CITY CLERK'S OFFICE MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE 32400 PASEO ADELANTO LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR SAN JUAN CAPISTRANO CA 92629 LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESE TATIVE ACORD 2",(7/90) , i l...z �VACOM OORPORATM 7 CL 248 • (11-85) • POLICY NUMBER: Nrt)tl-G1-5191 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 11 85 ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: THE CITY OF SAN JUAN CAPISTRANO (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section III Is amended to include as an Insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. ''^^:•^,nt. Insurance Services Office. Inc.. 1984 MEMBERS OF THE CITY COUNCIL JERRY HARRIS KENNETH E FRIESS GARY L HAUSDORFER n mem to[o 1961 GIL JONES 1776 JEFF VASQUEZ CITY MANAGER . STEPHEN B JULIAN July 15, 1992 Mr. Jeff Stoddard Times Mirror Cable Television, Inc. 26181 Avenida Aeropuerto San Juan Capistrano, California 92675 Re: General Liability Certificate of Insurance and Additional Insured Endorsement Form (Franchise Agreement) Dear Mr. Stoddard: The General Liability Certificate of Insurance, regarding the above-referenced agreement, is due to expire on August 1, 1992 . In accordance with your agreement, the insurance certificate needs to be renewed for an additional period of one year. The agreement requires a general liability endorsement form naming the City of San Juan Capistrano as an additional insured. I have included one of the City approved endorsement forms to submit to your insurance company; however, your insurance company may provide their own endorsement form. Please forward the updated certificate and the endorsement form to the City, attention City Clerk's office, by the August 1st expiration date. If you have any questions, please contact me at (714) 493-1171 extension 243 . Thank you for your cooperation. Very truly yours, Q..(, y %/)j Dawn M. Schanderl Deputy City Clerk Enclosure cc: Cheryl Johnson, City Clerk Mary Laub, Management Assistant II 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO. CALIFORNIA 92675 • (714) 493-1171 • -- ---ADO©. 30 - - - A0401UP® CERTIFICA-i INSURANCE *** S� ISSUE DATE(MM,°°/YY) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 9f NO I CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE Johnson Q Higgins, Inc. DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Casualty Department POLICIES-PELOW, 2029 Century Park East COMPANIES AFFORDING COVERAGE Los Angeles, California 90067 Tel: (213) 551-3815 COMPANYINSURANCE COMPANY OF NORTH AMERICA LETTER A COMPANYNATIONAL UNION INSURANCE COMPANY IN °TIMES MIRROR COMPANY;SURE LETTER B z� TIMES MIRROR CABLE TELEVISION OF LETTER COMPANY C C ORANGE COUNTY, INC. , G DIMENSION CABLE SERVICES COMPANYz"m_? L.P ;a26181 AVENIDA AEROPUERTO LETTER D R'�n< `111 SAN JUAN CAPISTRANO CA 92675 COMPANY E LETTER 11 COVERAGES ,xy� —p THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A E FOR TJLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO Ai TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY EFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE Mi DATE(MMIOD/YY) OMITS GENERAL LIABILITY GENERAL AGGREGATE $ 21 DDG,DGq A X COMMERCIAL GENERAL LIABILITY 4HDO-GI-519045-0 08/01/91 08/01/92 PRODUCTS-COMP/OP AGO $ 4,DOO,DOaI CLAIMS MADE X OCCUR. PERSONAL&ADV.INJURY $ 2:000 DDD,OG OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any one Ira) $ 1,on,OGD MED.EXPENSE(Any one person) $___ _SrIIGD AUTOMOBILE LIABILITY COMBINED SINGLE A X ANY AUTO I#ISA-002329 08/01/91 08/01/92 LIMIT $ 2,000,000 ALL OWNED AUTOS BODILY INJURY $ ' SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY X NON-OWNED AUTOS (Per accident) $ GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ 5,DGD,CDD, B X UMBRELLA FORM ,#BE-305-32-03 08/01/91 08/01/92 AGGREGATE $ 5,000,000, OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY LIMITS AND EACH ACCIDENT $ OISEASE—POLICY LIMIT $ EMPLOYERS'LIABILITY DISEASE—EACH EMPLOYEE $ OTHER i R4�U /L8ATIONS/VEHICLES/SPECIAL ITEMS PISTRANO IS AN ADDITIONAL INSURED AS THEIR INTERESTS) MAY APPEAR AS RESPECTS FRANCHISE AGREEMENT. FORM OCG-20-10 (11/85) ATTACHED. CERTIFICATE HOLDER CANCELLATION THE CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ATTN: CITY CLERK'S OFFICE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO 32400 PASEO ADELANTO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE SAN JUAN CAPISTRANO CA 92629 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTNORIZEE ESENTATIVE ACORD 25-S(7/90) ®ACORD CORPORATION 1990 • . CL 246 (11-85) POLICY NUMBER: #HDO—G1-519045-0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 1185 ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: THE CITY OF SAN JUAN CAPISTRANO (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to Include as an insured the person or organization shown In the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. Copyright. Insurance Services Office. mc.. 1984 p /� pr��ry/�► '* uRA" ISSUE DATE IMMIDDIYY) a�:�/�:��• 4E�7 1 If 14A p��7Vaf Y'177 60-91 U14 07/29/91 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Johnson &, Higgins, Inc. CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE casualtyDepartment DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE P P 1 IES B LOW. 2029 Century Park East COMPANIES AFFORDING COVERAGE Los Angeles, California 90067 Tel: (213) 552-8700 COMPANYINSURANCE COMPANY OF NORTH AMERICA LETTER A COMPANY B NATIONAL UNION INSURANCE COMPANY INSUREDTIMES MIRROR COMPANY; LETTER TIMES MIRROR CABLE TELEVISION OF COMPANY ORANGE COUNTY, INC. ; LETTER C: DIMENSION CABLE SERVICES COMPANY 26181 AVENIDA AEROPUERTO LETTER D' SAN JUAN CAPISTRANO CA 92675 COMPANY LETTER E COVERAGES - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS TR DATE(MM/DD/YY) DATE(MM/DDIVY) GENERAL LIABILITY GENERAL AGGREGATE $ -2,000,000 A X COMMERCIAL GENERAL LIABILITY #HDO-Gl-519045-0 08/01/91 08/01/92 PRODUCTS-COMPIOP AGG. $ 4,000,000 CLAIMS MADE X OCCUR. PERSONAL 8 ADV.INJURY $ 2,000,000 OWNER'S 8 CONTRACTOR'S PROT. EACH OCCURRENCE $ 2,000,000 FIRE DAMAGE(Any one fire) $ 1,000,000 MED.EXPENSE(Any one peen) $ 5,000 AUTOMOBILE LIABILITY COMBINED SINGLE A X ANY AUTO #ISA-002329 08/01/91 08/01/92 LIMIT $ 2,000,000 ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ X HIRED AUTOS X BODILY accident)INJURY $ NONOWNED AUTOS IPerer acmdenry GARAGE LIABILITY PROPERTY DAMAGE $ EXCESS LIABILITY EACH OCCURRENCE $ 5,000,000 B X UMBRELLA FORM #BE-305-32-03 08/01/91 08/01/92 AGGREGATE $ 5,000,000 OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY LIMITS AND EACH ACCIDENT $ DISEASE—POLICY LIMIT S EMPLOYERS'LIABILITY DISEASE—EACH EMPLOYEE $ OTHER I&CRIPTIIOW1GSISLIIENICLES/SPECIAL ITEMS CERTIFICATE HOLDER CANCELLATION THE CITY OF SAN JUAN CAPISTRANO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 32400 PASEO ADELANTO EXPIRAJ6)N DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO SAN JUAN CAPISTRANO CA 92629 MAIL_DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OFAY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES. AUTHOR12E0 R SENT ACORD 25-5 7/90) N Y990 • ate., MEMBERS OF THE COUNCIL © LAWRENCE F. R BU IESS IM CI KENNETH E FRIE33 DIWO WE mm.rOM,l4 GARY L. HAUSDORFER ® Isl7 AH 1961 GIF JONES bill . JEFF VASOUEZ �'� • CITY MANAGER STEPHEN B JULIAN August 11, 1991 Mr. Jeff Stoddard Times Mirror Cable Television, Inc. 26181 Avenida Aeropuerto San Juan Capistrano, California 92675 Re: General Liability Endorsement Form (Franchise General Liability Endorsement Form (Franchise Agreement) Dear Mr. Stoddard: Thank you for the Certificate of Insurance, which was received by the City on August 12, 1991. In accordance with your agreement, please be advised of the following: (1) The City requires a liability endorsement form naming the City of San Juan Capistrano as an additional insured. I have enclosed one of our City approved forms; however, your insurance company may provided their own. Please send the endorsement form to the attention of the City Clerk's office. If you have any questions, please contact me at (714) 493-1171 extension 243. Thank you for your cooperation. Very truly yours, Dawn M. Schanderl Records Coordinator cc: Cheryl Johnson, City Clerk Mary Laub, Management Assistant II 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493.1171 MEMBERS THE CITY COUNCIL LAWRENCE E © KENNETH F SUCHHEIM _ G1 KENNETHTHE. FRIE55 mM foN+np4 GARY L HALS0ORFER ® m 1961 OIL JONES 776 1776 JEFF VASOUEZ CITY MANAGER STEPHEN 8. JULIAN July 31, 1991 Times Mirror Cable Television, Inc. 26181 Avenida Aeropuerto San Juan Capistrano, California 92675 Re: Renewal of General Liability Certificate of Insurance (Franchise Agreement) Gentlemen: The General Liability Certificate of Insurance, regarding the above-referenced agreement, is due to expire on August 1, 1991. In accordance with your agreement, the insurance certificate needs to be renewed for an additional period of one year. The agreement requires a general liability endorsement form naming the City of San Juan Capistrano as an additional insured. Please forward an updated certificate and the endorsement form to the City, attention City Clerk's Office, by August 15, 1991. If you have any questions, please contact me at (714) 493-1171 extension 243. Thank you for your cooperation. Very truly yours, To �� /arl nn ,(�/j,,T,, . .01nLw��/„ ,CK g � Date wz . Time0 PM Dawn M. Schanderl WHILE YOU WERE OUT Records Coordinator M �6 ,L UF Of IL r t.>» (112Y e. cc: Cheryl Johnson, City Clerk Phone r a Yo— S 8.2-& n Itf Mary Laub, Management Assistant II Area code Number E:terwoR TELEPHONED PLEASE CALL CALLED TO SEE YOU WILL CALL AGAIN WANTS TO SEE YOU URGENT RETURNED YOUR CALL Mesaeg� 32400 PASEO ADELANTO, SAN JUAN CAPISTRANO, CALIFORNIA 92675 0 (714) 493-1171 First Interstate Bank Rlr First •of t; ati nis /y Internrnational DivisionInterstate /7C Box 54191 Bank Los Angeles, California 90054 3 Cable Address: FICALBANK Telex No.674.421 it ,35F 3 iR''Lhle I>(Lt r Of,;2tr _ ; : ; C . r ; is ISI4L.ICI-1 -Y,=`E:�ii,k"3 "it:i .;lu_ i'• =',- ;31 �,E.H TIE r4iiD i.t1Nil fI "N 4�P'�rS 1'iJ; Cd;'JC,I-Ft=i'dL k.TJ r THIS Ilif CY1,411 Y t ) ! t 1111 lit "i i';�f'�' 1`r 71 t eti itn r_ ri P, :Cillr_Y! 1_REI1 T T fi ! 1'.s , I f7 ,-q x �h�jFc ww v 3 4 A HOPIZED SIGN TJA AUTHOPIZE IGNATUREW 'rF"• � �R �'iF'�'T`W'Ac �M � 'M` 'NL` W� A� �` `Ac 'W�` �F '4x` �W�1R�� ORIGINAL . - . �" r . .,. - . is ,. ... ,. rL . . _. ._ ",}-. `-'_�7',�i.;':�`r , ia_�,rn_i iii t�lVf4U'4 _. ._ Nt4ME. S7AMF A!17 L7 Sit.,h.4 i°Jktc z_. a:iL t.� �:, 77R7n_r,n_Qj n7 ,�/.11isipe CERTIFICA CSF INSURANCE^— ISSUE DATE(MMID3 l PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS J �17ni,t Xr 5, {-fL,{y.l ilk's NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND, C Y Cr--L_hyft70F'.Rt EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW :I?') ,_',,tAory T'ark. Fast_ RECEIVED COMPANIES AFFORDING COVERAGE LETTER A CODE SUB-CODE CICYCLERK INSURED DEPARTqpY B i0i -(^1E,5 M777HCi (t?NI�ANY CITY' G JUAN ( s it I' T))2 LIAR{ F IfiLF�.'_S{t1PJ, IVl LETTER C i^}� ; {°l I HFt1F( C'llsi I' TEL.Eti'V:alOti ti 1F COMPANY D 1 )W\4;I ' 'l.'I'I'vTY, M1', LETTER ("A 11171 LETTERNVE COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD ` INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION ALL LIMITS IN THOUSANDS LTR DATE(MM/DD/YY) DATE(MM/DD/YY) GENERAL LIABILITY GENERAL AGGREGATE $ '( X COMMERCIAL GENERAL LIABILITY {-(tx) W O-78 of`) t,k, 1 �'; ' i` ' i , `'SO PRODUCTS-COMP/OPS AGGREGATE $ �I .{){Ii r• CLAIMS MADE OCCUR, PERSONAL&ADVERTISING INJURY $ – •')Ot) OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $ r OOU r FIRE DAMAGE(Any one tire) $ �-• mm, MEDICAL EXPENSE(Any one person) It AUTOMOBILE LIABILITY COMBINED V ANY AUTO 1!i.1 WPI IT ii ()(1 S INGLE $ / UQ ), ALL OWNED AUTOS BODILY NJURY $ SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) GARAGE LIABILITY PROPERTY $ DAMAGE EXCESS LIABILITY EACH AGGREGATE OCCURRENCE OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY AND _ $ (EACH ACCIDENT) $ (OISEASE—POLICY LIMIT) EMPLOYERS'LIABILITY $ (DISEASE—EACH EMPLOYEE OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS/SPECIAL ITEMS RF`. F1ANCHISE: A;14.flgE'N7' CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE "IF. i OF _AN .RleN ; (At'1SRAM) EXPIRAT9 DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO ,i IMW :'-34 � 9L�b;T,"-Vy It.) MAIL_DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE ' f/VN JUAN l_hp]S7"RA[ 1, CA LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE _ J ll ACORD 25•$(3I88) � ' '1Ii,�/ CACORD CORPORATION 1998 �]YC9P7�C�a7C9(JrC�K7rC9P9��'�9P]�rC�%+]WCM+]WC9P�nl7YC'p�%+�r(5CEn1�[%� �P�M]�C9C YC�C7CX7�C��Y[M7Cr%'MX7fC�]K9l7aC!XX9t7'[0.+7[9C7rCm71C�P7Cf First ks-etnational Interstate Banklifornis � Division �� IMembde Box 54191 Bank Los Angeles, California 90054 3 Cable Address: FICALBANK Telex No.674421 Et 3 DATE: 22MAY90 S E S AMENDMENT NUMBER: 02 TO OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: S3001415 APPLICANT: BENEFICIARY: TIMES MIRROR CABLE TELEVISION INC. , CITY OF SAN JUAN CAPISTRANO 2391-2391 MORSE AVENUE 32400 PASEO ADELANTO E' IRVINE, CALIFORNIA 92714 SAN JUAN CAPISTRANO, CA 92675 3„ ATTN: CITY MANAGER DIRECT E THE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS: 3 S VALIDITY EXTENDED TO JULY 29, 1991 kyr E ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED THIS AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE MENTIONED CREDIT AND MUST BE ATTACHED THERETO MMMNM3iNMM'MM'MMirtMN MMla1PMilMKMif IkMNif N14iF MaF�iNNfi%if ifMMflMMN MNslNfliiMMsa NiiMM7k It 3 3 3 3 & 3� K�UTH IZE7DaSIIGaNAATUURE JIA AUTHORIZED SIGNATURE 05705 ORIGINAL T �fifi tlx �h e'yb�•>e�ee�t� �. .>e�.x± ��.��tx,��.��r,�� lE��.�E�a��.� �. �r. � �r. �. Y �y. � a�. 1.3ina rst Interstate Bank Fimt `California iterstste I•ox 54tional Division ❑ .If�70� Box 54191 Bank Los Angeles,California 90054 Cable Address: F I CA LBA N K Telex No.674421 'a�1 =G Mr NCsl�l N'f NLI.'1Bir CA TO OUR If REUQCABLE STANDBY E I I'ER OF CFf11D 1 T NUMBER: S',?'?O: 415 Pi�t f i-ANT : BENEFICIARY: I+ :c: InIF.'RGR Ck3LE TELEVISION INC . , CITY OF SAN JUAN CAPISTRANO ;:361 -2591 MORSE AVENUE 32400 PASEO ADELANTO RI:7NE, CALIrOPNIA 92714 SAN JUAN CAPISTRANO, CA 92675 ATTN: CITY MANAGER 1)1RE :T HE ABODE MENTIONED CREDIT IS AMENDED AS FOLLOWS: PLEASE BE INFORMED THAT OUR LETTER OF CREDIT NUMBER I-30770 NOW READS: 53001415, ALL TRANSACTIONS SHOULD INDICATE OUR NEW LETTER OF CREDIT NUMBER: 53001415 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED THIS AMENDMENT IS TO BE CONSIDERED AS PART OF THE ABOVE MENTIONED 3 CREDIT AND MUST BE ATTACHED THERETO MMMwMwisffM?lN+Pir'M fifFM IF%NxiflN+MI+tMM3lMM1fMM4iMW MMMi1MM4NMA%MM}{lf iefeit itlP ilN%MiR �E �iC teM/a f dr+ *0 LA-J vl o� CJ� ` z f RHOR A E AUTHOR12ED SIGNATURE �r G�[i1{s]( ��[a� �(. eF ORIGINAL Rf �/ . Interstate Bank �r (:a�ifornla y j� International Division t1�' E%D''. -;JT KUY13ER 4 TC Be. 54191 DOCUMFfLlTARY CRFDIT Bank Los Angeles, California 90054 nL F �f RW HLr UNITED CAL & U WK Cable Address 6R NL 4—*CER I-3^770 FICALBANK Telex No.674421 PLACE AND DATE. OF ISJUF : $ DAT= OF AMEiVDr,ENT : 13 JUL 1969 LOS ANCELCS, 29 JUL 1965 APPLICANT : BENEFICIARY : M TIMES MIRROR t;A;3LE Ti=LtJISIC-N CITY OF SAN JUAN CAPISTRANO A * OF NORTH LITTLE ROCK 3?4U0 PASF0 ADELANTO I TIriES MIRPOR SWCARE SAN JUAN CAPISTRANO LA t/ �675 L c_,,�1 -2a91 1+t(IRSE AVENUE- ATTA : CITY MANAGER T ` I:{'DINE , CALIFORNIA 92714 0 L) IRFCT AS PART OF THE A50(fE MtNTIONED C E T A.h1D MUST - L ATTACHE') THERETO . C AbOVh MEN11UNFU QRED11 IZ: C J VALIDITY EXTENDED TO 29 JULY , 199U • 7 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED . 8 S 3 -------------------------------------------\--------------------------------3 LO I ADVISING BANK ' S NOTIFICATION I L I I I i t4` t Ql1TH0 . TORE HORtZED SI ATURE I PL k-E, DATE, i,'AME AND SIGi,.ATURE ORIGINAL _Vt si c `r:, r er ,r Aiv�OLNT iN ST AMP AND SIGNATURE: OF Ti GANt. � vv� ` 4 i a k t t � I � k � I t I i i k G { i I k f 4 { ! I ! i t i i i i I I I i i V i I i I iI I E � E i k 4 I 4 4 I E � k i I t f i s I I I 7 I I E CITY CLERK'S DEPARTMENT - ACTION REMINDER TO: Kathleen Salguero FROM: City Clerk DATE: July 1, 1989 SITUATION: On July 21, 1987, the City received from Times Mirror Cable Television an extension on its Letter of Credit (1-30770). Said extension expired on July 29, 1988. On July 25, 1988, an amendment was sent to the City extending Letter of Credit 1-30770 to July 29, 1989. ACTION REQUESTED: Reminder notice that the Letter of Credit is due to expire. ACTION TO BE TAKEN: DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: SIGNATURE OF OFFICIAL TAKINQ ACTION: DATE SIGNED: ***FOR CITY CLERK'S DEPARTMENT USE ONLY*** Tickler Date: 7/1/87 7/1/88 7/1/89 Deadline Date: 7/29/87 7/29/88 7/29/89 cc: City Attorney Assistant City Manager (Times Mirror) - —. _. _ -- _ ^� FL„Imrrab Brit y of Glibmu IL/JI _ A,r Ime.nauonal 0iman _ + �r91 Bark BmAngelu.Gelornie9005A ISMENDMENT NQMBEA 3 TO .tee ev rreo cuiwew ww Gnl.AW,.e DOCUMENTARI CREDIT FKAIBANK TeIea Na.67462141 OUR NUMBER I-30770 3" PLACE AND DATE OE ISSIIE: DATE OE AMENDMEIPT: 25 JUL 1988 LOS ANGELES, 29 JUL 1985 M APPLICANT: BENEFICIARY: A + TIMES MIRROR CABLE TELEVISION CITY OF SAN JUAN CAPISTRANO L OF NORTH LITTLE ROCK 32400 PASEO ADELANTO U { TIMES MIRROR SQUARE SAN JUAN CAPISTRANO CA 92675 U 2381-2391 MORSE AVENUE ATTN: CITY MANAGER +M ADVISING BANK: REF.NO. - THIS AMENDMENT IS TO BE CONSIDERED DIRECT AS PART OF THE ABOVE MENTIONED CP.ED T AND MUST BE ATTACHED THERETO. #M TEE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS: q i! VALIDI?Y ZETENDE➢ TO 29 JIILI, 1989. d �1 .; ALL OTHER TERMS AND CONDITIONS REMAIN IINCEANGED. d +IM ,>ec.(o: rr5T' ,dµiK 2M�+23a Zt� td- 40 a IM fl NS N I ADVISING BANK'S NOTIFICATION I I I I I I I I n«o sc. rc�7�h. I onMNnpF TEE ADVISING BnNv. i �P7[9C7CJt+PC9t9CYCP]C9C�K+��C+�9n ��Cm]YCM]WC'X+YC9C+YC9C+��C+�M7C9C71Cn:711C�+7�'P��+SCM]C9c�M7tC�JCx+7f9L•YX+��x7tCm�%'�9p� Fist bst Interstate Bank • Califarma E �y International Division �llsel8� Box 54191 Bank Los ARBeles, Carlorma9oo54 AMENDMENT NUMBER 3 TO f'.RMEROUNITED CAL coar,1Aeldl Cable Address: DOCUMENTARY CREDIT €, FICALBANK Telex No.674421 1,( OU3 NUMBER I-30772 ' € PLACE AND DATE OF ISSUE: DATE OF AMENDMENT: 25 JUL 1988 LOS ANGELES , 29 JUL 10-25 € M A.PPLIvANT: BENFFICIARY: A € TIMES MIRROR CABLE TELEVISION CITY OF SAN JUAN CAPISTRANO L OF NORTH LITTLE ROCK 32400 PASEO ADELANTO TIMES MIRROR SQUARE SAN JUAN CAPISTRANO CA 92675 T 2361-2391 MORSE, AVENUE ATTN : CITY MANAGER 04 € TRITUr , CALIFORNIA 92714 ADVISING BANK: REF.NO . THIS AMENDMENT IS TO BE CONSIDERED DIRECT AS PART OF THE ABOVE MENTIONED GRED T € AND MUST BE ATTACHED THERETO. THE ABOVE MENTIONED CREDIT IS AMENDED AS FOLLOWS: VALIDITY EXTENDED TO 29 JULY , 1989. 0 ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. € € cce�jO�'ZE dp,NK k:Y5 A SOg ----------------------------------------------------------------------------- g-* NS I ADVISING BANK'S NOTIFICATION I I I I � I � / I c T �( AUT AU O�RI(ZED SGNATURE�f I , ORIgINA4F TEE ADVISING BANK. T 0,L Times Mirror Cable Television of Orange County, Inc. N sM 26181 Avenida Aempumo San Juan Capistrano, CA 92615 714 2461212 July 21 , 1987 Mr. Mike Little Administrative Services Officer City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Dear Mike, For your information, I have attached a copy of our Request for Amendment to Letter of Credit , Number I-30770, which extends the validity to July 29, 1988. Also enclosed is a copy of the Irrevocable Letter of Credit . Please let me know if you have any questions on the above. Scer�j, Richard S. Anderson General Manager RSA:pmd Attachments co 19 eircif.-flit $ JUL231337 W >> CITY OF tAv Ji CWSTReRO CAUfeRMU � I N Ii Times Mirror U Cable Television first IMarshM MR4 • ' of CdMom4 international Olvlelon �� First l sncCreditsSection707 woRequest for Amendment Wilshire BoulevardQ hftwWafs Los Angeles,CA 90017 to Letter of Credit Bank FORMERLY UNITED CALIFORNIA BANK Please submit this request for amendment through your branch of account for approval. To Whom it May Concern: ❑ cable Please amend by your irrevocable letter of credit No. I-30770 (A ;ifttik regular mail Issued for our account in favor of: City of San Juan Capistrano as follows: Shipment to be made not later than Validity extended to 29 July 1988 Amount increased by Other amendments All other terms and conditions of the credit remain unchanged. It is understood that this amendment is subject to acceptance by the beneficiary. Times ^ a e Television of DATE AP CANT' 1ME rth Little Rock, Inc. Fop CUSTOMER'S CURRENT LIABILITY (\\\ Jy�I ` BANK AUTHORIZED SIGNATURE TITLE ME OFFICE NO *MATURE OF LOAN OFFICE AUTHORIZING AMENDMENT ONLY Curtis J. Blankenbiller, VP and Controller Is-in "I International u v t On IntKatat+ Box 54191 OUR NUMBIR I-39770 Bar* LotAngeles,Californla90054 IRRETO-bLI DOCUMENTARY CREDIT MAUER"O "IOCA4rOONIA e11N. op AAorMC p FICAL6ANK Taex No,67441 _x I } L03CANGIIIS,?290JULS19B5 211 JULN1969 AT YlI SpCk1 ANGELES M APPLICANTS ICIARTI jQ A ?IMES MIRROR CABLE TELEVISION CITY N JUAN CAPISTRA OF NORTH LITTLE ROCL 32469 PASEO ANT 0i L TIMES MIRROR SQUARE 3A 0JUAN CAPI31 CA 92675 iw T 2RVINE39CALIFORNIA1 MORS1 E92714 NUE 1TTNS CI NAGER O '! SING BANES AMOUNTS USD19e660.6e i i DIREC TEN THOUSAND AND 60/166 UNITED STATIS DOLLARS CREDIT AVAILAABLY WITHS FIRS? INTERSTA BANE 07 CALIYORNIAt LA AS BIS PATMENT AGAINST PRESENTATION OF THE DOCUMENTS DETAILED IEREIN AND Of YOUR DRAFTS AT SIGHT DRAWN ON FIRST a INTERSTATE &ANN OF CALIFORNIA , LOS ANGELES 3 YOUR DATED STATEMENT"PURPORTEDLI SIGNED BY THE "CITT OF MANAGER" READING AS FOLLOWS$ WE CERTIST IHAT THE AMOUNT DRAWN UNDER FIRST IN?ERS?ATE BANE OF CALIFOHNII9 LOS ANGELES LETTER OF CRIDIT NUMBER I30776 IS DDE TO THE FAILURE OF TIMES MIRROR CABLE ?ELEVISIONg INC. 10 ! 1.1 COMPLI WITH THE TERMS AND CONDITIONS OF THE FRANCHISE GRANTED TO TIMES 1 PIRROR CABLE M IT ISION OP NORTH LITTLE ROC[e INC . PARTIAL DRAWINGS ALLOWED, DOCUMENTS PRESENTED HEREUNDER MOST IE ACCOMPANIED BY THE 01101NAL OF ?HIS LETTER OF CREDIT. WE HTREBT ISSUE THIS DOCUMENTARY CREDIT IN YOUR FAVOR, IT IS SUBJECT TO " TH! UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1983 REVISION. INTERNATIONAL CHAMBER OF COMMERCEe PARIS FRANCE PUBLICATION N0, 490 ) AND ENGAGES DS IN ACCORDANCE WITH THE TERMS THBREOP. THE NUMBER AND DATE OF -:A TRE CREDI? AND THE NAME OF OUR BANE MUST BE QUOTED ON ALL DRAFTS REQUIRED. i IF THE CREDIT IS AVAILABLE BY NEGOTIATION EACH PRESENTATION MUST BE QUOTED ON ?RE REVERSE OF THIS ADVICE BT THE BANE WHERE THE CREDIT IS AVAILABLE. NS s»s»»»»»»sMs»»»»»»»s»»»»»s»»»»»»»ss»»ss»s»»»ss»»ssss ssssss*ssssss i(9F i0 1� tilt � op� oaa� .� - •urNxOFIZEO51f✓+nTWf M a� y/TIIog2FD 5KiNx�T1]MIE� CUSTOMER COPY ,o ff..' .``1 `..r(r..,�`,�✓..1 ...�: ..� „` ..` ...°:.% ...` az" �'-, o' '��. 1.2, :'�..:'�. -a.a r'' to a.�i�..;�,a, First Interstate Bank ��-�- Rmt California �( I/ _ L/� 41 International Division �� /Altomtet@ Box 54191 OUR NUMBER I-30770 Bank L05 Angeles, cerrD nia soosa IRREVOCABLE DOCUMENTARY CREDIT ornl I u uv n1 o u.I l toRm lA 111 Cable Adoress FICALBANK Telex No.674421 PLACE AND DATE OF ISSUE• DATE AND PLACE OF EXPIRY: LOS ANGELES , 29 JUL 1985 29 JUL 1986 AT F. I .B.C. il ANGELES APPLICANT: BENEFICIARY: M TIMES MIRROR CABLE TELEVISION CITY OF SAN JUAN CAPISTRANO j OF NORTH LITTLE ROCK 32400 PASEO ADELANTO L TIMES MIRROR SQUARE SAN JUAN CAPISTRANO CA 92675 TPT 2381-[391 MORSE AVENUE ATTN: CITY MANAGER pj_ IRVINE, CALIFORNIA 92714 ADVISING BANK: AMOUNT: USD109000.00 DIRECT TEN THOUSAND AND 00/100 UNITED STAT S ; DOLLARS 6 = <y CREDIT AVAILABLE WITH: FIRST INTERSTA BANK OF CALIFORNIA, LA BY: PAYMENT, AGAINST PRESENTATION OF , THE DOCUMENTS DETAILED HEREIN AND OF YOUR DRAFTS AT SIGHT DRAWN ON FIRST INTERSTATE BANK OF CALIFORNIA, LOS ANGELES IN %N TOUR DATED STATEMENT PURPORTEDLY SIGNED BY THE "CITY OF MANAGER" READING AS FOLLOWS :` "WE CERTIFY THAT THE AMOUNT DRAWN UNDER FIRST INTERSTATE BANK OF CALIFORNIA, LOS ANGELES LETTER OF CREDIT NUMBER I30770 IS DUE TO THE FAILURE OF TIMES MIRROR CABLE TELEVISION, INC. TO COMPLY WITH THE TERMS AND CONDITIONS OF TRE FRANCHISE GRANTED TO TIMES MIRROR CABLE TELEVISION OF NORTH LITTLE ROCK, INC . 4 PARTIAL DRAWINGS ALLOWED. O DOCUMENTS PRESENTED HEREUNDER MUST BE ACCOMPANIED BY THE ORIGINAL OF THIS LETTER OF CREDIT. WE HEREBY ISSUE THIS DOCUMENTARY CREDIT IN YOUR FAVOR. IT ISSUEJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS 11983 REVISION, INTERNATIONAL CHAMBER OF COMMERCE,, PARIS FRANCE PUBLICATION NO . 400) AND ENGAGES US IN ACCORDANCE WITH THE TERMS HEREOF. THE NUMBER AND DATE OF A THE CREllIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DRAFTS REQUIRED. IF THE CREDIT IS AVAILABLE BY NEGOTIATION EACH PRESENTATION MUST BE QUOTED ON THE REVERSE OF THIS ADVICE BY THE BANK WHERE THE CREDIT IS AVAILABLE. NS % 4 6 S ?{� % I AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE - �( t](a.f a.f)�c.f.Rafllll(a a1r1(a.s1w(<.f aMe•1V,1-II1'ZI-111411M1<..np(e.flPSu f]R(<.•11�<.ateF i.V'qua.fh•M1<..JZ,'li.��-<.f1r+`..-Mi..)rer\�<.ftr.(<.�<..,�(a flAa.f TfA(-a.At-1.f.f(<flrlf if ll< aJ�, _%` _9�_ _%�- _9\_ 9C- _�/ ORIGINAL - _%� _9j\ _�/ _tel '�/`� _%� 9�� aJ\ 9C� 9F NOTE: Presentation(s) to be marked on the back of the original L/C only. t DATE OF AMOUNT IN FIGURES NAME,STAMP AND SIGNATURE OF THE BANK PRESENTATION AMOUNT IN WORDS Writs it - Don't Say It! INTERCOMMUNICATING MEMO TIME/DATEyQ� TO FROM TELEPHONE NUMBER Mt kt ❑ REPLY REQUESTED ❑ WILL CALL AGAIN P ...11.11.+e 4.52 Ci.rO�I✓ 0 �C- \ v` � s �tr2cl 6C-OL6 .L jqt" tU\ LPR II`�I T ro M � 2 Y 1-�ro ` BLACK CAT FORM 3B-327 ��