HomeMy WebLinkAboutAGENDA REPORT 2004 1006 CC REG ITEM 09Aq• A•
CITY OF MOORPARK, CALIFORNIA
City Council Meeting
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MOORPARK CITY COUNCIL ACTION:
AGENDA REPORT I
TO: Honorable City Council
FROM: Hugh R. Riley, Assistant City Manager.
DATE: September 17, 2004 (City Council Meeting of Oct. 6, 2 )
SUBJECT: Consider an Agreement with Adelphia Communications
Corporation dba Century -TCI California, L.P. for Cable
Television Franchise Renewal
DISCUSSION
At the regular City Council meeting of October 6, 2004 the City
Council agreed to continue this item to their regular meeting of
October 6. A copy of the original City Council Agenda Report is
attached.
STAFF RECOMMENDATION
Approve Franchise Renewal Agreement with Adelphia Communications
Corporation subject to final language approval by the City Manager
and the City Attorney.
Attachments: 1. Agenda Report for September 15, 2004 City
Council Meeting
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TO:
FROM:
DATE:
MOORPARK CITY COUNCIL
AGENDA REPORT
Honorable City Council
Hugh R. Riley, Assistant
September 3, 2004 (City
2004)
City Managed
Council Meeting of Sept. 15,
SUBJECT: Consider an Agreement with Adelphia Communications
Corporation dba Century -TCI California, L.P. for Cable
Television Franchise Renewal
BACKGROUND
On June 6, 1984, the City Council of the City of Moorpark adopted
Resolution No. 84 -99 granting a 15 -year, Non - exclusive Franchise for
the operation of a cable television system to serve the Urban West
Communities' Mountain Meadows Housing Development to Mountain
Meadows Cable Television, L.P. This franchise was scheduled to
expire on June 6, 1999. The franchise agreement for this system
( "Mountain Meadows System ") was extended to December 20, 2000 by
Resolution No. 98 -1550 on December 2, 1998.
On November 21, 1990, the City Council adopted Ordinance No. 134
granting a ten -year renewal of a non - exclusive franchise to operate
a cable television system in Moorpark to The Chronicle Publishing
Co. doing business as Ventura County Cable Vision ( "the Moorpark
System "). This franchise was in operation when the City incorporated
in 1983.
A series of actions were taken to approve the transfer of control
for these franchise agreements to various entities as the
telecommunications companies were purchased or as mergers were
completed. The transfer of control of both franchise agreements to
Adelphia was approved by the City of Moorpark between November 21,
1990 and August 18, 1999. A chronological history of these actions
by the City of Moorpark is attached to provide a clear understanding
of the evolution of the Cable TV systems ownership in Moorpark. In
June 2000, the City retained the services of Telecommunications
Management Corporation to provide consulting services for the
development and negotiation of the franchise renewal and for the
development of a revised Cable Television Regulatory Ordinance.
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Honorable Citv Council
September 3, 2004
Page 2
The City and Adelphia have been engaged in franchise renewal
discussions since December 2001 with interruptions caused chiefly
by the filing for Chapter 11 Bankruptcy by Adelphia in June 2002.
Various staffing changes at all levels of the reorganized Adelphia
following the bankruptcy also served to disrupt and delay the
renewal process.
DISCUSSION
Over the past 15 months, staff has participated in discussions with
Adelphia and has prepared a Draft Franchise Renewal Agreement
combining both franchises
FRANCHISE AGREEMENT
Staff is presenting a Franchise Renewal Agreement with a term of
fifteen (15) years that conforms to the City's original renewal
objectives. A summary of these objectives is attached to this
report. The City Council's Cable TV Ad Hoc Committee
(Councilmembers Harper and Millhouse) reviewed the final draft of
the agreement and provided comments to staff. The Renewal Agreement
includes funding for a $175,000 one -time capital grant from
Adelphia to support the purchase of equipment for the City's Cable
Access Channel 10. These funds will be made available upon approval
of the franchise renewal by both parties. A subsequent grant of
$150,000 will be available within five years of the renewal date.
These costs may be passed on to system subscribers on a prorated
basis over the life of the franchise and the agreement permits
Adelphia to itemize such costs to customers in their monthly
billing statements. A Summary of these and other key features of
the Renewal Agreement is attached.
CABLE TV REGULATORY ORDINANCE
The City Council is also considering a new Cable TV Regulatory
Ordinance amending Section 5.06 of the Municipal Code. The
Ordinance was introduced by the City Council on July 21, 2004 and
finally adopted on September 1, 2004. The adopted Ordinance is
incorporated by reference in the Franchise Renewal Agreement.
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Honorable City Council
September 3, 2004
Page 3
CONSTRUCTION /MAINTENANCE AGREEMENT FOR I -NET
An Agreement for the construction and maintenance of a two -way,
fiber - optic, data and voice communications network between public
buildings in Moorpark (the I -Net) has also been concluded and is
included as an Exhibit to the Franchise Renewal Agreement. Thus the
obligation for Adelphia or any successor cable system operator to
maintain the I -Net will coincide with the full 15 -year term of the
Franchise. The construction of the system and the annual expense to
maintain it are included in the renewal provisions at no cost to
the City. The I -Net Agreement identifies those present and future
public buildings in Moorpark that will be connected to the I -Net
including the new Police Services Center, the proposed new City
Hall /Civic Center, the new Public Works /Parks Department
Corporation Yard and the Arroyo Vista Recreation Center. Present
and future facilities at Moorpark Community College and Moorpark
Unified School District may be connected to the I -Net for a fixed,
proportionate cost for a period of three years from the approval of
the Renewal Agreement if those Agency's wish to do so.
SYSTEM UPGRADE (REBUILD
The rebuilding
been completed
capabilities an
other non -video
and upgrading of the Moorpark Cable TV System has
The system has been upgraded for fiber optic
d Adelphia is now offering high speed internet and
services to its customers city -wide.
STAFF RECOMMENDATION
Approve Franchise Renewal Agreement with Adelphia Communications
Corporation subject to final language approval by the City Manager
and the City Attorney.
Attachments: 1. Chronological History of Cable TV in Moorpark
2. Recommended Renewal Objectives
3. Key Features of the Franchise Renewal Agreement
4. Franchise Renewal Agreement
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CHRONOLOGICAL HISTORY OF CABLE TELEVISION
FRANCHISE ACTIONS
CITY OF MOORPARK
6/6/84 — Resolution No. 84 -99:
11 /21/90 — Ordinance No. 133:
11/21/90 — Ordinance No. 134:
3/20/96 — Resolution No. 96 -1190
Granting 15 -year Cable TV
Franchise to Mountain Meadows
Cable Television, L.P., ( "Mountain
Meadows System "). This Franchise
expires on June 5, 1999.
Cable TV Franchise Ordinance, now
Chapter 5.06 of City Code.
Granting Cable TV Franchise
renewal to The Chronical Publishing
Co. dba Ventura County Cable
Vision (" VCC ") ( "Moorpark
System "). This Franchise was in
place at the time the City was
incorporated. This Franchise expires
on November 8, 2000.
Approving transfer of Ownership of
Moorpark System to
Telecommunications, Inc. ( "TCI ")
Cable Vision of California.
12/2/98 — Resolution No. 98 -1550: Extending Franchise held by
Entertainment Express (formerly
Mountain Meadows Cable
Television) Mountain Meadows
System to December 20, 2000.
1/20/99 — Resolution No. 99 -1565:
Clarifying Mountain Meadows
System and repealing Resolution
No. 98 -1550.
ATTACHMENT 1 0 000
2/5/99 — Resolution No. 99 -1574
5/19/99 — Resolution No. 99 -1611
Approving Change of Control of
Moorpark System where TCI
becomes wholly owned subsidiary
of AT &T.
Approving transfer of Moorpark
System from TCI of California to
Century-TCI California, L.P.
8/18/99 — Resolution No. 99 -1648: Approving change of control of
Mountain Meadows System to
Adelphia Communications
Corporation ( "Adelphia ")
8/18/99 — Resolution No. 99 -1643
7/18/01- Resolution Nos. 2001 -1869
& 2001 -1870
6/21/02
5/13/04- Resolution Nos. 2004 -2178
& 2004 -2179
7/21/04- Resolution Nos. 2004 -2222
& 2004 -2223
9/1/04- City Ordinance No. 303,
Amending Chapter 5.06
Municipal Code.
Approving change of control of
Moorpark System to Adelphia
Communications Corporation.
Extending the Mountain Meadows
System and the Moorpark System
Franchises to December 31, 2001
Adelphia files for Bankruptcy under
Chapter 11
Extending the Mountain Meadows
System and the Moorpark System
Franchises to June 30, 2004
Extending the Mountain Meadows
System and the Moorpark System
Franchises to September 30, 2004
Cable Regulatory Ordinance
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RECOMMENDED RENEWAL OBJECTIVES
ITEM RECOMMENDATION COMMENT
Service Area
All dwelling -units in the City, at standard installation
and monthly rates.
Commercial areas cabled in accordance with an
agreed -upon schedule.
Free drop connections, basic cable service and basic
Free drop connections and basic cable service
Internet access service to all governmental and
required by current franchise.
educational institutions from the closest node.
Franchise Fee
5% of annual gross cable service receipts and the
No reason is seen to accept a lower amount.
maximum permissible for telecommunications services
receipts. Agreement on percentage of revenue from
"bundled" services that.is subject to the franchise fee.
Franchise Renewal Term
Based upon enforceable commitment to new
This is a major negotiation item, and should be
investment in the cable system.
determined last.
System Upgrading and /or
Rebuild to 860 MHz, fiber -to- the -node design to
Rebuilding
achieve capability for new services, including I -Net,
programming, cable modem Internet access and
telephony, within a reasonable time
Trigger mechanism for activating new services, based
Use of a "most favored nations" clause can be
upon activation in other comparable systems.
considered.
System Technical Standards
FCC Technical Standards used as minimum
standards.
Customer Service and
FCC standards can be adopted, or more
Should have concurrence of cable operator, but Cable
Consumer Protection
comprehensive standards can be incorporated in a
Act grants authority to franchisors to establish
Standards
new regulatory ordinance. Standards should address
reasonable standards unilaterally.
telephone availability, response to inquiries and
outages, emergency response time and reporting
The FCC standards may be used as a minim4n, if
requirements evidencing compliance with standards,
desired.
and also penalties for noncompliance.
Figure 6 continued
ITEM RECOMMENDATION COMMENT
Regulatory Capability
To be incorporated in updated regulatory ordinance.
Should have concurrence of cable operator, but Cable
Act grants authority to franchisors to regulate
consistent with federal law.
PEG Access Equipment and
Funding equivalent of up to 3% of gross revenues for
May .require a source of ongoing operating expenses.
Facilities
PEG access equipment and facilities to be provided by
operator, appropriate to meet near -term and future
PEG access objectives.
Interactive services (I -Net and Internet Access)
defined as falling within the PEG category, if utilized by
City and educational facilities.
PEG Access Channels
Provision of dedicated PEG channels based on
anticipated level of use.
Institutional Network
Fiber optic I -Net connecting all public buildings in City,
Capabilities
with phased expansion'to other communities.
Service to Businesses
City and AT &T to negotiate a plan for serving
businesses.
Rates
City and subscribers to be provided advance notice of
rate increases.
Service discounts for low- income seniors and the
handicapped.
Emergency Alert Capability
Consistent with FCC requirements.
Franchise Enforceability
Provision of security fund (preferably cash or letter of
The enforcement mechanism should provide relief
credit) that can be assessed in the event of franchise
prior to entering into litigation.
breaches.
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CITY OF MOORPARK
PROPOSED CABLE FRANCHISE RENEWAL AGREEMENT
KEY FEATURES
Franchise Fee
5% of gross cable service receipts, the maximum permitted by law
Public, Educational and Governmental
. $175,000 initial grant
(PEG) Access Support
. $150,000 second grant (available after five years)
• $0.40 per subscriber per month ongoing grant, payable quarterly (about
$9,000 per quarter) continuing through the term of the franchise.
• A fiber optic Institutional Network (I -Net) interconnecting existing and future
City buildings. The ongoing grant will cover the I -Net construction,
installation and maintenance cost.
• School District and Moorpark College have a three -year period to determine
whether they wish to be added to the I -Net, at a fixed proportionate cost.
• Three PEG Access channels, with a fourth channel available based on level
of use on the first three.
• Free basic cable service to public buildings.
• Four locations wired to originate live cablecasting.
• One free cable modem (high -speed Internet access) service to schools and
libraries.
• A 15% discount on cable modem service to City facilities.
Customer Service Standards
Measurable and enforceable standards incorporated in the regulatory
ordinance.
Page 1 of 2
Citv of Moorpark (continued)
Enforcement Capability
$25,000 irrevocable, replenishable letter of credit. Can be assessed through
administrative action prior to litigation.
Liquidated damages up to $200 per day per incident. Covers franchise
breaches including customer service standards.
Insurance
$2,000,000 General Liability
$1,000,000 Automobile Liability
Statutory Workers' Compensation
Indemnification
Required to indemnify the City for claims from cable system operations.
Franchise Term
15 years
Page 2 of 2
September 3, 2004
CABLE SYSTEM FRANCHISE AGREEMENT
BETWEEN THE CITY OF MOORPARK
AND CENTURY -TCI CALIFORNIA, L.P.
EFFECTIVE: October 1, 2004
ATTACHMENT 4 000011
September 3, 2004
CABLE SYSTEM FRANCHISE AGREEMENT
BETWEEN THE CITY OF MOORPARK
AND CENTURY -TCI CALIFORNIA, L.P.
EFFECTIVE: October 1, 2004
TABLE OF CONTENTS
SECTION 1 RENEWAL OF FRANCHISE ......................................................... 3
SECTION 2 GENERAL REQUIREMENTS ....................................................... 5
SECTION 3 SERVICE AREA AND LINE EXTENSION POLICY ......................16
SECTION 4 SYSTEM REBUILD ....................................................................... 17
SECTION 5 SERVICES AND PROGRAMMING ................. .............................19
SECTION 6 SUPPORT FOR LOCAL CABLE ACCESS ...... .............................20
SECTION 7 REGULATION ............................................................................... 21
EXHIBITS
A. OWNERSHIP
B. SYSTEM UPGRADE
C. GRANTEE COMMITMENT TO PEG ACCESS FACILITIES AND EQUIPMENT
D. INSTITUTIONAL NETWORK
AGREEMENT
This Agreement, made and entered into this fifteenth day of July, 2004, at
Moorpark, California, by and between the City of Moorpark, a municipal
corporation of the State of California and Century-TCI California, L.P., a limited
partnership doing business as Adelphia Cable Communications.
RECITALS
1. The City of Moorpark, pursuant to Federal and California law and
Chapter 5.06 of the Moorpark Municipal Code, is authorized to grant and renew
one or more non - exclusive revocable franchises to operate, construct, maintain
and reconstruct a Cable System within the City; and
2. On June 6, 1984, through Resolution No. 84 -99, the Moorpark City
Council granted a Cable System Franchise to Mountain Meadows Cable
Television, a California Limited Partnership. The Franchise authorized service in
the "Mountain Meadows" development of the City; and
3. In 1989, the City enacted Chapter 6, Title 5 of the Municipal Code.
Pursuant to the requirements of this Chapter, the City renewed its previously
granted Franchise with the Chronicle Publishing Company ( "Chronicle "), dba
Ventura County Cablevision ( "VCC "). The Franchise renewal terms were
contained in Ordinance No. 134, adopted November 21, 1990. The service area
for this Franchise included all of the City except the Mountain Meadows
development; and
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4. In June 1995, Chronicle entered into an agreement with Tele-
Communications, Inc. ( "TCI ") by which TCI acquired Chronicle's Cable System
assets. The City approved the transfer of the VCC Franchise to TCI through
Resolution No. 96 -1190, adopted March 20, 1996. Subsequently, TCI placed its
Cable Systems into a partnership controlled by Century Communications Corp.
( "Century"). The City approved the change of control to Century under
Resolution No. 99 -1641, adopted October 11, 1999; and
5. At approximately the same time the Century partnership was
established, Century itself was acquired by Adelphia Communications Corp.
( "Adelphia "). Adelphia has been operating the City's Cable System since late
1999; and
6. Adelphia acquired the Mountain Meadows Cable System, as
approved by Resolution No. 99 -1643, adopted August 18, 1999; and
7. The City, on July 21, 2004, amended Chapter 5.06 of the Moorpark
Municipal Code, which amendment applies to all Cable System Franchises
granted or renewed after the Effective Date of the amendment; and
8. The City, after due evaluation of Adelphia, and after public
hearings, has determined that it is in the best interests of the City and its
residents to renew its Franchise with Adelphia, and to consolidate the two (2)
existing Franchises into one (1) Franchise; and
9. NOW, THEREFORE, the City of Moorpark (hereinafter the
"Grantor ") hereby grants to Adelphia (hereinafter the "Grantee ") a renewal of its
Cable System Franchises in accordance with the provisions of Chapter 5.06 of
the Moorpark Municipal Code and this Agreement.
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SECTION 1 RENEWAL OF FRANCHISE
1.1 Grant
(a) The two (2) Cable System Franchises currently held by
Adelphia Cable Communications, commonly known as the "Mountain Meadows"
Franchise and the "TCI" Franchise are hereby renewed, subject to the terms and
conditions of this Agreement. Upon the Effective Date of this Agreement, this
Agreement shall supersede both the Mountain Meadows and TCI Cable System
Franchises.
(b) The current ownership of Grantee, Century -TCI California,
L.P., is indicated in Exhibit "A."
(c) This Agreement extends the franchise, authority, right and
privilege, to construct, reconstruct, operate and maintain a Cable System within
the streets and public ways in the City of Moorpark and also provides the
authority to offer to Subscribers any Cable Service that legally may be offered,
utilizing the facilities of Grantee's Cable System.
1.2 Right of Grantor to Issue and Renew Franchise
Grantee acknowledges and accepts the present right of Grantor to issue
and /or renew a Franchise and Grantee agrees it shall not now or at any time
hereafter challenge any lawful exercise of this right in any local, State or Federal
court. This is not, however, a waiver of any constitutional or legal right or
privilege on the part of the Grantee.
1.3 Effective Date of Renewal
The renewal shall be effective on , 2004 (the "Effective Date "),
contingent upon prior City Council approval and the filing by Grantee with the
City Clerk, of the executed Franchise Agreement and the required security fund,
performance and materials bonds and insurance certificates by the Effective
Date. If the filing of the executed Franchise Agreement, security fund,
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performance and materials bonds or any such insurance certificates does not
occur by the Effective Date of this Agreement, the Grantor may declare this
Agreement null and void.
1.4 Duration
The term of the renewal shall be fifteen (15) years from the Effective Date
hereof, after which time it shall expire and be of no force and effect unless
renewed or extended. Renewal shall be in accordance with applicable law.
1.5 Conflict with Municipal Code
(a) The provisions of Chapter 5.06 of the Moorpark Municipal
Code are hereby incorporated herein by reference as if set out in full, and form
part of the terms and conditions of this Agreement. In event of any conflict
between the terms and conditions of this Agreement and the provisions of
Chapter 5.06 of the Moorpark Municipal Code, this Agreement shall prevail.
(b) Should Chapter 5.06 of the Moorpark Municipal Code be
amended, revised, superseded or otherwise changed after the Effective Date
hereof in such way as would materially affect the terms and conditions of this
Agreement, said amendment, revision or change shall not apply to this
Agreement without Grantee's approval.
1.6 Definitions
The definitions contained in Chapter 5.06 of the Moorpark Municipal Code
are incorporated herein as if fully set forth.
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SECTION 2 GENERAL REQUIREMENTS
2.1 Governing Requirements
Grantee shall comply with all lawful requirements of this Agreement,
Chapter 5.06 of the Moorpark Municipal Code and applicable State and Federal
law.
2.2 Franchise Fee
(a) The Grantee shall pay to the Grantor an annual Franchise
Fee of five percent (5 %) of Gross Annual Cable Service Revenues, received by
the Grantee and derived from the operations of the Cable System in the City of
Moorpark to provide Cable Service. If Federal or State law permits an annual
Franchise Fee greater than five percent (5 %), the Grantee shall be entitled to the
maximum fee allowable by law.
(b) If Federal or State law permits the Grantee to provide non-
video Telecommunications Services to Subscribers (such as telephone
communications) or other non -Cable System services through the facilities of the
Cable System, and the Grantor has the regulatory authority to collect either a
Franchise Fee or an in- lieu -of- franchise -fee payment on such services, then the
Grantee shall pay a fee for revenues derived by the Grantee from such services
at the rate established in an Ordinance adopted by the City Council and applied
in a non - discriminatory manner to all providers of such services franchised by
Grantor.
(c) For the purposes of this Agreement, revenues collected as
Franchise Fees shall be included in Gross Annual Cable Service Revenues.
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(d) For the purposes of this Agreement, revenues collected from
Subscribers for the Public, Educational and Governmental Access capital grants
of Exhibit "C" shall be included in Gross Annual Cable Service Revenues.
(e) The Franchise Fee shall be payable quarterly, by no later
than sixty (60) days following the quarter for which payment is due.
(f) The payment for each calendar quarter shall be
accompanied by a written report from Grantee that contains at least the following
information:
(1) The total Gross Annual Cable Service Revenue from
the provision of Cable Service, and an itemization of the various categories of
Gross Annual Cable Service Revenue collected during that calendar quarter;
and
(2) The average and total number of Subscribers at the
end of each calendar month during the calendar quarter; and
(3) The total amount recovered by Grantee from
Subscribers for the PEG Access capital grant of Exhibit C, Paragraph 5(b) of this
Agreement.
(g) Grantor acknowledges that, during the term of this
Agreement, Grantee may offer to its Subscribers, at a discounted rate, a bundled
or combined package of services consisting of Cable Services, which are subject
to the Franchise Fee referenced above in paragraph (a), and other non -Cable
Services that are not subject to the Franchise Fee. Grantee shall not allocate
revenue between Cable Services and non -Cable Services for the purpose of
reducing Grantee's Franchise Fee obligation pursuant to this Agreement.
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2.3 Payment to Grantor
No acceptance of any payment shall be construed as an accord that the
amount is in fact the correct amount, nor shall such acceptance of payment be
construed as a release of any claim the Grantor may have for further or
additional sums payable under the provisions of this Agreement. All amounts
shall be subject to audit, as authorized by Section 5.06.910(b) of the Moorpark
Municipal Code. Audits shall be limited to no more than one (1) for any three (3)
year Franchise period.
2.4 Insurance
(a) Grantee shall procure and maintain for the duration of the
Franchise insurance against claims for injuries to persons or damages to
property which may arise from or in connection with the operation of the
franchise by the Grantee, its agents, representatives, employees or
subcontractors.
(b) Grantee shall maintain limits no less than:
(1) General Liability: Two Million Dollars ($2,000,000)
per occurrence for bodily personal injury and property damage. If Commercial
General Liability Insurance or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to this Franchise or the
general aggregate limit shall be twice the required occurrence limit. This limit
shall increase to Two Million Five Hundred Thousand Dollars ($2,500,000) in
year five (5) or the franchise and to Three Million Dollars ($3,000,000) in year ten
(10) of the franchise.
(2) Automobile Liability: One Million Dollars ($1,000,000)
per accident for bodily injury and property damage.
(3) Workers' Compensation insurance as required by the
State of California, and Employer's Liability Insurance.
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(c) Any deductibles or self- insured retentions must be declared
to Grantor. At the option of the Grantor, the Grantee shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
(d) The general liability and automobile liability policies are to
contain all the following provisions:
(1) Grantor, its officers, officials, employees, agents and
volunteers are to be covered as additional insureds as respects to any liability
arising out of activities performed by or on behalf of Grantee; products and
completed operations of Grantee; premises owned, occupied or used by
Grantee; or automobiles owned, leased, hired or borrowed by Grantee. The
coverage shall contain no special limitations on the scope of protection afforded
to Grantor, its officers, officials, employees, agents or volunteers, and shall name
Grantor as additionally insured.
(2) For any claim related to this Agreement, Grantee's
insurance coverage shall be primary insurance as respects Grantor, its officers,
officials, employees, agents and volunteers. Any insurance or self- insurance
maintained by Grantor, its officers, officials, employees, agents or volunteers
shall be excess of Grantee's insurance and shall not contribute with it.
(3) Any failure to comply with reporting or other
provisions of the policies including breaches of warranties shall not affect
coverage provided to Grantor, its officers, officials, employees, agents or
volunteers.
(4) Grantee's insurance shall apply separately to each
insured against whom claim is made or suit is brought, except with respect to the
limits of the insurer's liability.
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(5) Each insurance policy required by this clause shall be
endorsed to state that coverage shall not be suspended, voided, cancelled by
either party, reduced in coverage or in limits except after thirty (30) days prior
written notice by certified mail, return receipt requested, has been given to
Grantor.
(6) Insurance shall be placed with insurers which are
"admitted" in the State of California and have a current A.M. Best's rating of no
less than A -:VII, unless otherwise reasonably acceptable to the Grantor.
(7) Grantee shall furnish the Grantor with original
certificates of insurance effecting coverage required by this section. Any
endorsements are to be signed by a person authorized by that insurer to bind
coverage on its behalf. The endorsements are to be on forms provided by, or
otherwise acceptable to, the Grantor. All endorsements are to be received and
approved by Grantor before activity commences.
(e) Grantee shall submit to Grantor documentation of the
required insurance including a certificate of insurance signed by the insurance
agent and companies named, as well as all properly executed endorsements.
(f) Grantee hereby indemnifies Grantor for any damage
resulting to it from failure of either Grantee or any subcontractor to take out and
maintain such insurance.
2.5 Indemnification
(a) Grantee shall indemnify, hold harmless, release and defend
Grantor, its officers, employees and agents from and against any and all actions,
claims, demands, damages, disability, losses, expenses including attorney's fees
and other defense costs or liabilities of any nature that may be asserted by any
person or entity, including Grantee, from any cause whatsoever arising from the
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activities of Grantee, its subcontractors, employees and agents hereunder.
Grantee shall be solely responsible and hold Grantor harmless from all matters
relative to payment of Grantee's employees including compliance with Social
Security, withholding, etc.
(b) This indemnification obligation is not limited in any way by a
limitation on the amount or type of damages or compensation payable by or for
Grantee under Workers' Compensation, disability or other employee benefit acts,
acceptance of insurance certificates required under this Agreement, or the
terms, applicability or limitations of any insurance held by Grantee.
(c) Grantor does not, and shall not, waive any rights against
Grantee which it may have by reason of this indemnification, because of the
acceptance by Grantor, or the deposit with Grantor by Grantee, of any of the
insurance policies described in this Section.
(d) This indemnification by Grantee shall apply to all damages
and claims for damages of any kind suffered by reason of any of the aforesaid
operations referred to in this Section, regardless of whether or not such
insurance policies shall have been determined to be applicable to any of such
damages or claims for damages.
(e) Grantee shall not be required to indemnify Grantor for
negligence or misconduct on the part of Grantor or its officials, boards,
commissions, agents, or employees (hereinafter "Such Acts "). Grantor shall hold
Grantee harmless from any damage resulting from any such acts of the Grantor
or its officials, boards, commissions, agents or employees in utilizing any
government or educational access channels, emergency alert system facilities,
Institutional Network capability and for any Such Acts committed by Grantor in
connection with work performed by Grantor and permitted by this Agreement, on
or adjacent to the Cable System.
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(f) Grantor shall give the Grantee timely written notice of any
claim or of the commencement of any action, suit or other proceeding covered by
the indemnity of this Section. In the event such claim arises, the Grantor or any
other indemnified party shall tender the defense thereof to Grantee and the
Grantee shall have the right to defend, settle or compromise any claims arising
hereunder and the Grantor shall cooperate fully therein.
2.6 Security Fund
(a) In accordance with Section 5.06.920 of the Moorpark Municipal
Code, upon the Effective Date of this Agreement, Grantee shall establish and
provide to Grantor a security fund (hereinafter "Security Fund "), as security for
the faithful performance by Grantee of all material provisions of this Agreement.
The Security Fund shall be in the amount of at least Twenty -Five
Thousand Dollars ($25,000) and shall either be in the form of an irrevocable
letter of credit, or a cash deposit established in a local bank in an interest-
bearing account payable to the order of the Grantor as trustee for Grantee, with
all interest distributed to the Grantee.
(b) The Security Fund shall be maintained at the Twenty -Five
Thousand Dollar ($25,000) level throughout the term of this Agreement, provided
that at intervals no more often than each three (3) years, Grantor shall have the
right to require that this amount be increased to reflect changes in the Los
Angeles Metropolitan Area Consumer Price Index during the prior three (3) year
period.
(c) The Security Fund may be assessed by Grantor for those
purposes specified in Section 5.06.920 of the Moorpark Municipal Code, in
11 000 024
accordance with the procedures of Section 5.06.1520 of said Municipal Code,
provided that Grantee has received written notice to cure any material violations
prior to any assessment, in accordance with Section 2.7 herein. As long as the
Grantor follows the procedures specified herein and in Chapter 5.06 of the
Moorpark Municipal Code for assessing and /or withdrawing funds from said
Security Fund, Grantee shall not initiate litigation or non -City administrative
action to prevent or impair Grantor from accessing those funds. Grantee's
recourse, in the event Grantee believes any taking of the Security Fund is
improper, shall be through legal action after the security has been drawn upon.
If the Grantor's action or taking is found to be improper by any court or agency of
competent jurisdiction, Grantee shall be entitled to a refund of the assessed
portion of the Security Fund plus interest and /or any other award which such
court or agency shall make.
(d) At some time during this Agreement, Grantee may elect, but
is not required, to perform a Cable System rebuild or upgrade. Not less than
thirty (30) days prior to Grantee's commencement of such future Cable System
rebuild or upgrade, the Grantee shall establish a One Hundred Twenty Five
Thousand Dollar ($125,000) Construction Bond. Subsequent to the completion
of the future rebuild or upgrade, as certified in writing by Grantee to Grantor, and
approved and verified in writing by Grantor, Grantee may reduce said
Construction Bond to Seventy Five Thousand Dollars ($75,000) for a period of
twelve (12) months, and shall be available for corrective work within the Public
Right of Way resulting from Grantee's construction work. At the end of the
twelve (12) month period, this bond shall be released if there are no outstanding
compliance issues.
12 000025
(e) Nothing herein shall be deemed a waiver of the normal
permit and bonding requirements made of all contractors working within the
City's rights -of -way.
2.7 Procedure for Remedying Franchise Violations
(a) The procedure for remedying Franchise violations or
breaches shall be consistent with the procedures of Chapter 5.06.1520 of the
Moorpark Municipal Code. Grantor, by action of the City Manager or a delegate,
shall first notify Grantee of the violation in writing by personal delivery or
registered or certified mail, and demand correction or commencement of
correction within a reasonable time, which shall not be less than fifteen (15) days
in the case of the failure of the Grantee to pay any sum or other amount due the
Grantor under this Agreement or Chapter 5.06 of the Moorpark Municipal Code,
and thirty (30) days in all other cases. If Grantee fails to demonstrate that a
violation has not occurred, or to correct the violation within the time prescribed,
or if Grantee fails to commence corrective action within the time prescribed and
diligently remedy such violation thereafter, or if the violation is not correctable,
the Grantee shall then be given written notice from the City Manager finding the
Grantee in violation of this Agreement. Said notice shall specify the violations
alleged to have occurred.
(b) In the event the City Manager finds that a material violation
exists and that Grantee has not corrected the same in a satisfactory manner or
has not diligently commenced correction of such violation, the City Manager may
request the City Council to impose liquidated damages, assessable from the
Security Fund, of up to Two Hundred Dollars ($200) per day or per incident for all
violations. Damages shall accrue from the date of the violation.
13 000026
(c) If the City Council elects to assess liquidated damages,
pursuant to the provisions of this Franchise Agreement, then such election shall
constitute Grantor's exclusive remedy for a period of one hundred twenty (120)
days. Thereafter, if the Grantee remains in non - compliance with the
requirements of the Franchise Agreement, the Grantor may pursue any available
remedy, provided, however, that Grantor may institute revocation proceedings
against Grantee only after declaration of default on the grounds set forth in
Section 5.06.1530 of the Moorpark Municipal Code.
(d) When determining whether to impose liquidated damages,
the City Council shall hear and consider all relevant evidence, and thereafter
render written findings and its written decision. The hearing shall provide
Grantee with the full opportunity to participate and present evidence.
(e) In the event the City Council finds that no material violation
exists, the proceedings shall terminate and no penalty or other sanction shall be
imposed. In determining whether a violation is material, Grantor shall take into
consideration the reliability of the evidence of the violation, the nature of the
violation and the damage (if any), caused to the Grantor thereby, whether the
violation was chronic, and any justifying or mitigating circumstances and such
other matters as the Grantor may deem appropriate.
2.8 Reservation of Rights
Grantor and Grantee reserve all rights that they may possess under the
law unless expressly waived herein. By entering into this Agreement, neither
Grantee nor Grantor waives any rights which it now or may later enjoy under
applicable law, and specifically Grantor and Grantee reserve their rights to take
full advantage of any changes in law during the term of the franchise.
14 000027
2.9 State or Federal Preemption
In the event that the State or Federal Government discontinues
preemption in any area of Cable System regulation over which it currently
exercises jurisdiction in such manner as to expand rather than limit municipal
regulatory authority, Grantor may, if it so elects, adopt rules and regulations in
these areas, to the extent permitted in the then applicable law. If such
preemption has a material impact upon the term of this Agreement, Grantor and
Grantee agree to negotiate in good faith to attempt to restore the mutual
considerations provided in this Agreement.
2.10 Other Franchises
Upon the initial award or renewal of any Cable System Franchise
approved by Grantor pursuant to the provisions of Chapter 5.06 of the Moorpark
Municipal Code to other grantees, Grantor shall comply with the requirements of
applicable law.
2.11 Subscriber Notices
At a minimum, notice shall be provided by Grantee to affected residents in
the Service Area not less than twenty -four (24) hours of planned construction.
Additional notice shall be provided on the day of construction. Said notice may
be in the form of "door hangers" which indicate the date(s) and time(s) of
construction, and the name and telephone number of a Grantee contact for
inquiries.
For Cable System construction which may impact all, or a substantial
portion of System Subscribers simultaneously, Grantee shall provide appropriate
written notice to Subscribers not less than twenty -four (24) hours prior to such
construction. As the term is used herein, "substantial portion" shall mean ten
percent (10 %) or more of System Subscribers.
15 000028
In all cases, construction crews shall have additional copies of the above-
described notices that shall be provided to any requesting individual.
SECTION 3 SERVICE AREA AND LINE EXTENSION POLICY
3.1 Franchise and Service Area
The Grantee's Franchise and Service Areas shall be the entire City of
Moorpark including any and all territory immediately adjoining this area as may
be annexed thereto, during the term of this Agreement. The Grantee shall offer
the full range of residential Cable Services to all residents of the Franchise and
Service Area, in accordance with the provisions of Section 3.2 below.
3.2 Provision of Service
The Grantee shall provide residential Cable Service at standard
installation charges, provided that the residential unit is within one hundred
twenty five (125) feet for aerial and underground installations from the nearest
distribution cable of the Grantee's system. In the event a request is made for
service by a resident in an area not meeting such criteria, the Grantee may
charge an installation fee equal to Grantee's cost of time and materials plus
customary overhead for the incremental portion of the installation beyond the
footage limitation established above.
3.3 Line Extension Policy
Within the boundaries of the Service Area, Grantee shall extend service
upon request to any Person or business for no charge other than the then
prevailing normal installation charge, so long as such Person or business is
within one hundred twenty -five (125) feet of the closest distribution cable of
Grantee's Cable System, unless the Grantee demonstrates to the Grantor's
satisfaction that extraordinary circumstances justify a waiver of this requirement.
16 000029
3.4 Commercial Areas
For areas of the City that are primarily commercial, the Grantee shall
install appropriate conduit at any time that open utility trenches are available and
the Grantee has received at least thirty (30) working days advance notice of the
availability of the trenches. Residences in primarily commercial areas shall be
provided with Cable Service upon request, at an installation fee equal to
Grantee's costs of time and materials plus customary overhead.
SECTION 4 SYSTEM REBUILD
4.1 Rebuild
The Grantor and the Grantee agree that the Cable System has been
rebuilt, as of the Effective Date of this Agreement to provide a minimum capacity
corresponding to an upper operating frequency of Eight Hundred Sixty (860)
Megahertz (MHz),
4.2 Institutional Network Capability
(a) Within six (6) months of the Effective Date of this
Agreement, the Grantee shall provide Institutional Network (hereinafter "I- Net ")
capability among the public buildings in Grantee's Service Area, in accordance
with the requirements of Exhibit "D" attached hereto. An I -Net connection is
defined as the capability to transmit and receive broadband video, data and
voice communications between two (2) or more public buildings, contingent only
upon the installation of appropriate terminal and interface equipment in the
future, at the transmission and reception public building locations. The public
agency users shall be responsible for the installation, operation and
maintenance of terminal and interface equipment within the public buildings and
for implementing measures regarding signal security. The Grantee shall install,
operate and maintain all Cable System and network components outside the
17 000020
public buildings necessary to provide the activated path between the transmitting
and receiving locations.
(b) Grantor and Grantee agree that any use of the I -Net
capability by public agencies to generate revenue or to serve nonpublic entities
shall occur only with the prior written consent of Grantee.
4.3 Emergency Alert Capability
Upon the Effective Date of this Agreement, Grantee shall provide
Emergency Alert System capability in full compliance with applicable Federal
Communications Commission requirements. Grantee shall establish procedures
for Grantor access and use of this system in case of an emergency.
4.4 Standby Power
Upon the Effective Date of this Agreement, Grantee shall provide standby
power generating capacity at the Cable System control center and at all hubs
capable of providing at least twenty four (24) hours of emergency supply.
Grantee shall maintain standby power system supplies throughout the major
trunk cable networks capable of providing emergency power within the standard
limits of commercially available power supply units.
4.5 Parental Control Lock
Grantee shall provide, for sale or lease, to Subscribers, upon request, a
parental control locking device or digital code that prevents the distribution of the
video and audio portions of premium channels.
4.6 Status Monitoring
Grantee shall provide an automatic status monitoring system or a
functional equivalent when the Cable System has been activated for interactive
service provided that such status monitoring is technically and economically
feasible to Grantee's satisfaction.
18 000031
4.7 Technical Standards
The Federal Communications Commission (FCC) Rules and Regulations,
Part 76, Subpart K (Technical Standards), as amended from time to time, shall
apply, to the extent permitted by applicable law.
4.8 Right of Inspection
Grantor shall have the right to inspect all construction, reconstruction or
installation work performed subject to the provisions of the franchise and other
pertinent provisions of law, and as part of Grantor's obligation to protect the
public health, safety and welfare of its citizens.
SECTION 5 SERVICES AND PROGRAMMING
5.1 Services and Programming
(a) Grantee shall provide Grantor with a list of program services
offered, which list shall be updated each time a material change is made.
Grantee shall not reduce the number of program services without thirty (30) days
prior written notification to the Grantor and Cable System Subscribers unless
caused by circumstances beyond Grantee's reasonable control. Grantee shall,
as a minimum, continue to provide the broad categories of programming detailed
in the list of program services offered throughout the term of this Agreement.
(b) To the extent possible, Grantee shall limit the number of
planned Channel line -up changes, including the Channels on which existing
services are offered. It is the intent of this Section to limit Subscriber confusion
resulting from frequent Channel realignment.
5.2 Leased Channel Service
Grantee shall offer leased channel service on terms and conditions in
accordance with applicable federal law.
19 000 032
SECTION 6 SUPPORT FOR LOCAL CABLE ACCESS
6.1 Grantee Support for PEG Access
Grantee shall provide the following or equivalent support for Public,
Educational and Governmental ( "PEG ") Access within the Franchise Area:
(a) Provision and use of the grant funds and channels
designated in Exhibit "C" of this Agreement for local PEG Access.
(b) Maintenance of Grantee's PEG Access channels and capital
support of PEG Access programming to the extent specified in Exhibit "C" of this
Agreement.
(c) Provision of free public building installation and the highest
tier of basic service to the public buildings listed in Exhibit "C."
(1) Within six (6) months of Grantor's written request,
Grantee shall activate, at no charge at least one (1) outlet to the Moorpark
Unified School District (MUSD) Public Schools listed in Exhibit "C" Figure 1(B)
that are not activated as of the Effective Date of this Agreement.
(2) Within six (6) months after Grantor's written request,
and contingent on Grantee's access and use of the existing Moorpark College
underground conduit, Grantee shall activate at no charge, at least one (1) outlet
to the Moorpark College building sites listed in Exhibit "C" Figure 1 (B) that are
not activated as of the Effective Date of this Agreement.
(d) Grantee shall provide, at no charge, one (1) installation and
monthly service for high -speed Internet access service to the schools and
libraries designated in Exhibit "C" at such time as Grantee offers such service to
Subscribers.
(e) Provision of interactive I -Net capability to and from the
locations specified in Exhibit "D," and in accordance with the terms and
conditions of Exhibit "D."
20 000033
6.2 Compliance with Federal Law
In accepting this Franchise, the Grantee agrees that the commitments
indicated in Section 6.1 above are voluntarily entered into and shall not be
charged against any Franchise Fees due the Grantor during the term of the
Franchise. The Grantee agrees to meet all of the commitments of Section 6.1
above, through the term of the Franchise.
SECTION 7 REGULATION
7.1 Franchise Regulation
The Franchise renewed under this Agreement shall be subject to
regulation by Grantor in accordance with all of the lawful provisions of Chapter
5.06 of the Moorpark Municipal Code.
7.2 Force Majeure
The force majeure provisions of Section 5.06.1600 of the Moorpark
Municipal Code shall apply.
7.3 Rate Regulation
If Grantor is permitted under Federal and /or State law, to regulate the
rates charged by Grantee, and if Grantor elects to so regulate, Grantor shall
establish reasonable procedures consistent with due process and applicable
laws and regulations and follow those procedures before so regulating.
7.4 Service Standards
A verified and continuing pattern of noncompliance with the Customer
service standards contained in Chapter 5.16.1100 of the Moorpark Municipal
Code and /or this Agreement shall constitute a material breach of this Agreement,
entitling Grantor to utilize the provisions set forth in Section 5.16.1500 in the
Moorpark Municipal Code.
21 000034
7.5 Notices
Notices transmitted by either party to this Agreement to the other party
shall be addressed as follows:
Grantor: City Manager
City of Moorpark
City Hall
799 Moorpark Avenue
Moorpark, CA 93021
Grantee: Area Manager
Adelphia Cable Communications
2323 Teller Road
Newbury Park, CA 91320
With a copy to: Government Affairs
Adelphia Cable Communications
3100 Ocean Park Blvd., #300
Santa Monica, CA 90405
Either party at any time may designate by written notice a different
address to which notices shall be sent.
7.6 Successors and Assigns
All provisions of this Agreement shall apply to any lawful successors and
assigns.
7.7 Separability
If any provision of this Agreement or the application of such provision to
any circumstance is rendered unconstitutional or otherwise invalid any law,
ordinance, regulation or court of competent jurisdiction, the remainder of this
Agreement or the application of the provision to other circumstances, shall not
be affected thereby.
7.8 Choice of Law
This Agreement shall be governed by and interpreted under the laws of
the State of California.
22 000035
7.9 No Waiver
Grantee shall not be excused from complying with any of the terms and
conditions of this Agreement by any failure of the Grantor upon any one (1) or
more occasions to insist upon or to seek compliance with any such terms or
conditions.
7.10 Possessory Interest
By accepting this Franchise, Grantee 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 possessory interest which may be subject to the
payment of property taxes levied upon such interest. Grantee shall be solely
liable for, and shall pay and discharge prior to delinquency, any and all
possessory interest taxes or other taxes levied against Grantee's right to
possession, occupancy, or use created by this Franchise. Grantee shall not be
barred from challenging any amounts assessed pursuant thereto.
7.11 Exhibits
Exhibits "A" through "D" are an integral part of this Agreement. All
references to this Agreement shall include all Exhibits.
IN WITNESS WHEREOF, Grantor and Grantee have executed this
Agreement the date and year first above written.
APPROVED AS TO FORM: CITY OF MOORPARK
Date:
23
(SEAL) ATTEST:
City Clerk
CENTURY -TCI CALIFORNIA, L.P.
doing business as
ADELPHIA CABLE COMMUNICATIONS
Name, Title
Date:
24
A -1
EXHIBIT A
OWNERSHIP
Century -TCI California L.P. Ownership Chart
M
EXHIBIT B
CABLE SYSTEM DESCRIPTION AS OF JULY, 2004
(1) DESCRIPTION OF CABLE SYSTEM
Grantee shall operate a state -of- the -art Cable System designed to meet
the needs of Moorpark residents for the foreseeable future.
Grantee's Cable System capacity shall, at a minimum, be an Eight
Hundred Sixty Two Megahertz (862 MHz) hybrid fiber - coaxial (HFC) network
with fiber optics lines from the headend to nodes throughout the Franchise Area.
At each node the signals enters the coaxial network for transmission to the
home.
The Eight Hundred Sixty Two Megahertz (862 MHz) Cable System is
capable of providing hundreds of service using both analog and digital Channels.
Each analog video Channel requires Six Megahertz (6 MHz), however through
the use of digital Channels, Grantee has the ability using existing technology to
provide eight (8) to ten (10) video Channels in the same Six Megahertz (6 MHz)
spectrum.
The two -way capability of the Cable System allows for high -speed Internet
service and "impulse" ordering of pay - per -view services, as well as
accommodating telephony and video -on- demand services in the future. High-
speed Internet services will use the Data Over Cable Service Interface
Specification ( DOCSIS) industry standard, enabling customers to purchase any
DOCSIS cable modem and, should the customer move, use the same modem in
their new location provided the Cable System uses the DOCSIS standard.
Grantees' Cable System standard uses a "node plus four (4)" architecture,
with a goal of no more than four (4) amplifiers used between the fiber node and
homes. This design takes the fiber deeper into the Cable System so fewer
IN
homes are sharing the same fiber, resulting in more capacity to meet the
individual needs of customers. Each node is designed to serve approximately
Five Hundred (500) homes.
All nodes have standby power rated to provide a minimum of three (3)
hours of operation in the event of a, commercial power disruption. The headend
will have standby power capable of providing Twenty Four (24) hours of power in
the event of a commercial power interruption.
The Cable System forward (to Subscribers) bandwidth is a minimum of
Fifty Four to Eight Hundred Sixty Two Megahertz (54 -862 MHz). The reverse
bandwidth (from Subscribers to Grantee) is a minimum of Five to Thirty
Megahertz (5 -30 MHz).
(2) HEADEND LOCATION
12052 Silvercrest Street
[See following pages.1
(3) NODE LOCATIONS
2 000040
M
Node #
Map #
Address of Node
MP001
85 -18
SE corner of Mountain Trail & Sunsetridge Road
MP002
88 -18
Mountain Meadow Dr. 54 ft. East of Blossomwood Ct.
MP003
88 -20
NW corner of Mountain Trail St. & Mountain Meadow Dr.
MP004
85 -20
Between Addresses 11337 &11349 Rosecreek Dr.
MP005
85 -20
Between Addresses 11248 & 11260 Countrywood Dr.
MP006
91 -18
Between Addresses 12049 & 12057 Havencrest St.
MP007
88 -18
Between Addresses 11906 & 11912 Silvercrest St.
MP008
91 -18
Between Addresses 12577 & 12591 Misty Grove St.
MP009
91 -18
Between Addresses 12470 & 12490 Cherry Grove St.
M13010
88 -18
11875 Mirabella St.
MP011
88 -18
3907 Revello St.
MP012
91 -20
Between Addresses 12088 & 12090 Alderbrook St.
MP013
88 -18
Between Addresses 11844 & 11848 Alderbrook St.
MP014
88 -20
Between Addresses 11651 & 11659 Pinedale Rd.
MP015
88 -20
Between Addresses 4334 & 4344 Timberdale Rd.
MP016
91 -22
Mountain Trail St. 103 ft. East of Skyglen Ct.
MP017
91 -20
Between Addresses 12505 & 12507 Willow Hill Dr.
MP018
91 -22
NW corner of Mountain Trail St. & Walnut Creek Rd.
MP019
91 -22
NE corner of Walnut Creek Rd. & Country Meadow Rd.
MP019
91 -22
NE corner of Walnut Creek Rd. & Country Meadow Rd.
MP020
91 -18
Between Addresses 12164 & 12182 Alder rove St.
MP021
94 -20
Between Addresses 4274 & 4280 Ambermeadow St.
MP022
94 -22
Between Addresses 12960 & 12976 E. Mesa Verde Dr.
MP023
94 -22
Between Addresses 4551 & 4555 Vista ark Dr.
MP024
94 -20
Between Addresses 13062 & 13096 E. Cloverdale St.
MP025
6309 -1934
University Dr. 254 ft. North of Sophomore Ct.
MP026
6306 -1932
SE c/o Collins Dr. & University Dr.
MP027
6306 -1934
Hearon Dr. 225 ft. North of Braun Ct.
MP028
6306 -1932
Between Addresses 7052 & 7068 Pecan Ave.
MP029
6306 -1930
Between Addresses 11521 & 11523 Kernvale St.
MP030
6300 -1930
College Heights Dr. 643 ft. West of E. Westwood St.
MP031
6300 -1932
Between Addresses 6997 & 6999 Hastings St.
MP032
6300 -1930
Between Addresses 14480 & 14492 E. Purdue St.
MP033
6300 -1930
Between Addresses 14449 E. Amherst St. & 6603 N.
Columbia Ave.
MP034
6303 -1930
Between Addresses 14717 & 14725 E. Standford St.
MP035
6303 -1930
6732 Julliard Ave.
MP036
6303 -1930
15076 Varsity St.
MP037
6303 -1930
Between Addresses 14859 & 14867 E. Stanford St.
MP038
6303 -1930
14962 Reedley St.
MP039
6303 -1932
Between Addresses 14931 & 14939 Marquette St.
MP040
6306 -1930
Marquette St. 263 ft. North Campus Park Dr.
MP041
6306 -1930
15166 Campus Park Dr.
MP042
6306 -1930
6516 Marquette St.
MP043
6306 -1930
Campus Park Dr. 217 ft. West of Marquette St.
MP044
6300 -1928
SE corner of Los Angeles Ave. & Condor Dr.
.W t
MP045
6309 -1928
15750 E. Los Angeles Ave. Between Space #124 & #125
MP046
6306 -1928
15750 E. Los Angeles Ave. Between Space #198 & #199
MP047
6309 -1928
15750 E. Los Angeles Ave. Between Space #14
MP048
85 -24
Between Addresses 4787 & 4807 Butter Creek Rd.
MP049
85 -22
Between Addresses 4613 & 4615 Popper Mill St.
MP050
94 -20
E. Inglewood St. 139 ft. East of N. Ashtree St.
MP051
94 -22
Between Addresses 13307 & 13315 Peach Hill Rd.
MP052
94 -20
Between Addresses 13258 & 13274 E. Quail Summit Rd.
MP053
94 -20
SE corner of Peach Hill Rd. & E. Honeybee St.
MP054
94 -22
Between Addresses 13090 & 13100 Knofty Pine St.
MP055
91 -20
SW c/o of Walnut Creek Rd. & Spring Creek Ct.
MP056
91 -18
Walnut Creek Rd. 77 ft. North of Crystal Ranch Rd.
MP057
97 -22
4456 Vista Del Valle Dr.
MP058
97 -22
NW corner of Vista Dr. & Adons PI.
MP059
97 -22
Between Addresses 13705 & 13713 E. Laurelhurst Rd.
MP060
97 -22
Peach Hill Rd. 168 ft. East of Mill Valley Rd.
MP061
97 -20
4273 E Laurelhurst Rd.
MP062
97 -20
Between Addresses 13631 & 13639 Bear Valley Rd.
MP063
94 -20
Williams Ranch Rd. 30 ft. East of Laurel Glen Dr.
MP064
94 -20
Between Addresses 4214 & 4240 Tecolote Ct.
MP065
97 -20
Between Addresses 13486 & 13492 Christian Barrett Dr.
MP066
97 -20
Between Addresses 4231 & 4255 Cedar Pine Ln.
MP067
97 -24
Between Addresses 580 & 588 Spring Rd.
MP068
94 -18
Between Addresses 13060 & 13070 View Mesa St.
MP069
94 -20
Between Addresses 4031 & 4043 Cone'o Mesa St.
MP070
88 -24
Between Addresses 4887 & 4893 Tallmad a Rd.
MP071
88 -24
Between Addresses 4796 & 4802 Elderberry Ave.
MP072
88 -22
Between Addresses 11762 & 11774 Butter Creek Rd.
MP073
91 -24
Los Angeles Ave. 158 ft. West of Shasta Ave.
MP074
91 -24
Between Addresses 12409 & 12421 James Weak Ave.
MP075
88 -28
Gabbert Rd. 35 ft. Southeast of Elwin St.
MP076
97 -24
Spring Rd. 187 ft. South of Los Angeles Ave
MP077
94 -22
Between Addresses 12976 & 12960 E. Mesa Verde Dr.
MP078
94 -24
NE corner of Flory Ave. & Los Angeles Ave.
MP079
94 -24
151 Majestic Ct. Unit # 608
MP080
91 -26
Poindexter Ave. 229 ft. West of Sierra Ave.
MP081
94 -26
Between Addresses 420 & 436 Bard St.
MP082
94 -26
Between Addresses 161 & 171 Charles St.
MP083
94 -28
963 Walnut Canyon Rd.
MP084
97 -26
554 Flinn Ave.
MP085
97 -26
SW corner of Charles St. & Sir George Ct.
MP090
94 -20
Christian Barrett Dr. 56 ft. East of Peach Hill Rd.
MP091
97 -20
Between Addresses 4188 & 4196 Trailcrest Dr.
MP092
97 -20
13660 Donnybrook Ln.
MP093
97 -18
13873 Christian Barrett Dr.
MP094
97 -18
13678 Christian Barrett Dr.
MP095
97 -18
Between Addresses 3954 & 3968 South Hampton Rd.
MP096
94 -18
NW c/o Wintergreen Ln. & Hidden Pines Ct.
MP097
94 -18
Pheasant Run St. 45 ft. North of Westport St.
immug-
ECIR
MP098
03 -20
Between Lot #28 & #29 Shawnee St.
MP099
00 -22
NW c/o of Science Dr. & Stagecoach Tr.
MP100
00 -20
Science Dr. 40 ft. South of Peach Hill Rd.
MP102
91 -24
Los Angeles Ave. 100 ft. West of Maureen Ln.
MP103
97 -24
Science Dr. 532 ft. North of Los Angeles Ave.
MP104
85 -20
10990 Citrus Dr.
MP105
82 -18
10745 Citrus Dr.
C -1
EXHIBIT C
GRANTEE COMMITMENT TO
PEG ACCESS FACILITIES AND EQUIPMENT
1. CABLE SERVICE TO PUBLIC BUILDINGS
Grantee shall connect, at no installation charge, the buildings listed in
Figure 1, to the closest node of the Cable System, under the following
conditions:
By not later than six (6) months after written request from Grantor to
Grantee, Grantee shall provide and /or offer at least one (1) connection and Basic
Cable Service (consisting of the Basic Service Tier and any Cable Programming
Services Tier), at no installation or monthly service charge (for a standard
installation), to all of the buildings listed in Figure 1 of this Exhibit. Public
buildings listed in Figure 1 of this Exhibit that have Basic Cable Service as of the
Effective Date of this Agreement shall continue to receive Basic Cable Service.
As used above, an "offer" of the connection and Basic Cable Service will have
been deemed to have been made if, written documentation of such an offer is
provided to Grantor by Grantee, and additional written evidence from an
authorized representative of the public building at issue indicates the desire on
the part of the authorized representative to either decline or defer the provision of
the free connection and service.
2. TWO -WAY VIDEO CAPACITY
(a) No later than six (6) months after the Effective Date of this
Agreement, Grantee shall provide two -way connectivity the following locations:
(1) City Hall, (current and future location)
(2) Police Service Center (future location)
(3) Arroyo Vista Recreation Center
C -2
(4) A future location within the City of Moorpark to be designated by
Grantor.
The purpose of these two -way communications links is to permit live
cablecasting of video and audio programming from those locations on Grantee's
Cable System. Grantee shall not charge Grantor for any of the costs associated
with providing this connectivity. Said connectivity shall be provided by Grantee
for the life of this Agreement.
(b) If any of the locations are connected to the [-Net described in
Exhibit D of this Agreement, the I -Net connection will satisfy the two -way
connectivity requirement of (a) above. If any of the locations in (a) above are not
connected to the I -Net, Grantee shall install a fiber optic link between that
location and the Cable System headend.
(c) No later than sixty days after a written request by Grantor to
Grantee, Grantee shall provide a suitable video modulator at each of the
locations identified in (a) above, at no charge.
3. INTERNET ACCESS SERVICE TO PUBLIC BUILDINGS
(a) By not later than six (6) months after the Effective Date of this
Agreement, Grantee shall provide and /or offer activated interactive data
communications capability to the current and future libraries and public schools
(Kindergarten through twelfth grade or "K -12 "), listed in Figure 1 B consistent with
the Cable System delivery of "cable modem" Internet access services. As used
in this Section, the word "offer" shall have the same meaning as indicated in
Section 1 of this Exhibit C.
There shall be no installation charge for buildings and locations within the
standard installation distance of one hundred twenty -five (125) feet from
Grantee's contiguous cable plant. For buildings and locations beyond the
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standard installation distance, upon Grantor request, Grantee shall provide a
written cost quotation detailing the charges for the distance in excess of the
standard installation. Grantor's written agreement to pay for the additional costs
shall be required prior to Grantee becoming obligated to extend service to the
designated location.
(b) Grantee shall make interactive high -speed cable modem data
service available to the buildings listed in Figure 1, under the following
conditions:
(1) There shall be no charge for one (1) installation, one (1) lowest
cost residential type cable modem service and one (1) cable modem to current
and future libraries and public schools (Kindergarten through twelfth grade or "K-
12 ") listed in Figure 1(B).
(2) For connection of high speed cable modem service to the buildings
listed in Figure 1(B), the service shall have the capability to accommodate up to
four (4) computers at each location.
(3) At such time that Grantee, or Grantee's Cable System, offers cable
modem or equivalent service to commercial (non - residential) users, Grantee
shall provide a discount of at least fifteen percent (15 %) from its rate for the
desired services to the buildings listed in Figure 1(A). The same discounted rate
shall apply to additional outlets provided to the buildings listed in Figure 1(B).
The discount for additional outlets for the buildings shall be in addition to the free
outlet described in (b)(1) of this Section.
(c) A point of demarcation shall be established within each building
and location in Figure 1. Grantee shall be responsible for acquiring, installing,
3 000046
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operating and maintaining all networking equipment and facilities on the network
side of the demarcation point. With the exception of the cable modems provided
by Grantee pursuant to (b) of this Section, each PEG Access user shall be
responsible for acquiring, installing, operating and maintaining all equipment on
its side of the point of demarcation necessary to interface with and utilize
Grantee's network. It is the intent of this provision that the Grantee's side of the
point of demarcation shall include all necessary interface equipment necessary
to insert the signal provided by the PEG Access user onto Grantee's network.
Such interface equipment may include, but is not necessarily limited to, RF
modulators and opto - electric equipment.
4. PUBLIC, EDUCATIONAL AND GOVERNMENTAL (PEG) ACCESS
CHANNELS
(a) Upon the Effective Date of this Agreement, Grantee shall continue
to make three (3) downstream analog Channels available exclusively for Public,
Educational and Governmental (PEG) Access use. These Channels shall be
dedicated for the term of the Franchise renewal. To the extent that channel
location is within the Grantee's control, the Government Access Channel shall
remain on Channel 10 of the Cable System for the life of the Agreement and the
Public Access Channel shall continue to be located on Channel 25 of the Cable
System for the life of this Agreement in accordance with the provisions of
Section 8 of this Exhibit C.
(b) No earlier than three (3) years after the Effective Date of this
Agreement, Grantor may request and Grantee shall provide up to a total of one
(1) additional analog Channel, for a total of four (4) analog Channels, for PEG
Access use. Any request from Grantor shall be accompanied by a good faith
representation that the existing Channel capacity provided for Access use is
insufficient to meet community needs. Said request shall be made in writing not
4 000047
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less than one hundred twenty (120) days prior to the date Grantee shall be
required to provide such additional Channel(s). This written notice shall include
information verifying that the criteria specified in (c) below have been met.
(c) Any request from Grantor shall be accompanied by a good faith
representation that the existing Channel capacity provided for PEG Access use
is insufficient to meet community needs. Prior to Grantor providing said request
to Grantee, Grantor shall hold a hearing at a meeting of the City Council.
Grantee will be provided notice of the meeting and the opportunity to comment
and provide information with regard to any proposed Grantor request for
additional EG Access Channel capacity.
(d) Grantor and Grantee acknowledge that Grantee may in the future use
video compression technology in order to transmit PEG Access video
programming in a digital format to Subscribers. Until such time as Grantee has
converted all analog video programming to digital, consistent with applicable law,
Grantee shall make PEG Access Channels available to both its analog and
digital Subscribers.
When Grantee has converted all video programming, both commercial
and non - commercial, from analog to digital, then the parties will meet and confer
concerning additional bandwidth that may be allocated for PEG Access use,
taking into consideration the prior use of PEG Access Channel capacity, both
analog and digital, and the extent of any excess demand that may then exist.
The provision of any additional digital Channels must be mutually agreed to by
both Grantor and Grantee. If Grantor and Grantee are unable to agree on the
additional bandwidth to be allocated for PEG Access use, Grantor shall provide
Grantee not fewer than three (3) digital Channels for each analog Channel
allocated for PEG Access pursuant to this Agreement.
5 000048
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(e) All Channels designated for PEG Access use shall be carried on
the lowest tier of Grantee's Cable Service, unless otherwise mutually agreed to
by Grantor and Grantee.
5. PROVISION OF PEG ACCESS EQUIPMENT AND FACILITIES
INCLUDING I -NET
(a) The PEG Access grants described in this Section shall be utilized
by Grantor, or Grantor's designee, for PEG Access equipment and facilities,
which are defined to include, but not be limited to I -Net data communications
terminal and interface equipment as well as video equipment used in conjunction
with the Cable System facilities.
(b) Commencing on the Effective Date of the Franchise, Grantee shall
provide a capital grant of Forty Cents ($0.40) per Subscriber per month to
Grantor to support PEG Access including I -Net services. This grant shall be
continued throughout the duration of the Franchise, unless otherwise directed by
the Grantor. The grant funds may be used for equipment and facilities for both
one -way video PEG Access services and two -way I -Net services, at Grantor's
sole discretion. The grant funds shall be paid to the Grantor on a quarterly basis,
concurrent with the Franchise Fee payment. This grant shall be in addition to the
grants of 5(c) and 5(d) below.
(c) Upon the Effective Date of the Franchise, Grantee shall provide to
Grantor a capital grant of One Hundred Seventy -Five Thousand Dollars
($175,000) for capital expenditures associated with PEG Access. This grant
shall be in addition to the grants of 5(b) and 5(d) herein.
(d) No earlier than five (5) years after the Effective Date of this
Agreement and within ninety (90) days of a written Grantor request, Grantee
shall provide to Grantor an additional capital grant of One Hundred Fifty
6 000049
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Thousand Dollars ($150,000) for capital expenditures associated with PEG
Access. This grant shall be in addition to the grants of 5(b) and 5(c) above.
(e) Grantor shall not oppose the inclusion on Subscribers' bills of the
Access grants provided in 5(a), (b) and (c) above, so long as said inclusion is
done in a manner consistent with the provisions of Federal and State law and
regulation.
(e) Any recovery by Grantee of the capital grants of 5(c) and 5(d) above
shall be limited to not more than the total amount of the grants, and shall be
amortized over the entire remaining Franchise term. No provision shall be made
for interest or present value of the grants. As required by Section 2.2(f) of this
Agreement, Grantee's quarterly payment of the 5(b) grant shall include a written
statement to Grantor detailing the amount of the 5(b), 5(c) and 5(d) grants
recovered during the reporting period and the cumulative recovery of the 5(c)
and 5(d) grants from the Effective Date of this Agreement through the reporting
quarter of the statement.
6. PEG ACCESS OPERATIONS
Grantor may negotiate agreements with neighboring jurisdictions served
by the same Cable System, educational institutions, other or others to share
operating expenses as appropriate. Grantor and Grantee may negotiate an
agreement for management of PEG Access facilities, if so desired by the parties.
7. TITLE TO PEG EQUIPMENT
Grantor shall retain title to all PEG Access equipment provided with
funding made available in accordance with paragraph 5 above.
8. RELOCATION OF PEG CHANNELS
If, for any reason, any PEG Access Channel is relocated to a different
Channel number, Grantee shall reimburse Grantor for all reasonable out -of-
7 000050
Is3
pocket Grantor costs necessarily incurred as a result of the relocation, up to a
maximum of Five Thousand Dollars ($5,000) per change. Grantee shall provide
Grantor and all Subscribers with at least thirty (30) days written notice of such
relocation.
9. PROMOTION OF PEG ACCESS
Grantee shall allow the Grantor to place bill stuffers in Grantee's
subscriber statements at a cost to the Grantor not to exceed Grantee's cost, no
more than twice per year upon the written request of the Grantor and at such
times that the placement of such materials would not affect Grantee's cost for the
production and mailing of such statements. The Grantor agrees to pay Grantee
in advance for the actual cost of such bill stuffers. Grantee shall also make
available access information provided by Grantor in subscriber packets at the
time of installation and at the counter in the Cable System's business office.
Grantee shall also include a listing of the known programming to be cablecast on
PEG Access Channels in any Grantee printed program guide for the Cable
System, to the extent such information is provided in a timely and appropriate
manner.
10. ACCESS TO FACILITIES
Grantee shall continue to make available a video production studio in a
location reasonably convenient to the City and its residents.
Said facilities shall be made available to residents of the City without
charge on a first -come, first - served, non - discriminatory basis. Production staff
members shall conduct training programs to inform City residents about the
availability and use of the facilities.
If Grantee believes that the use of these facilities by Moorpark residents
does not warrant their continued availability, Grantee may request that Grantor
C -9
waive this obligation. Both the request by the Grantee and the approval by the
Grantor shall be in writing. The City Manager shall be authorized to act on
behalf of the Grantor on this matter.
9 000052
C -10
FIGURE 1
LIST OF BUILDINGS TO BE CONNECTED
(A) City and Public Buildings
Facility
Address
Outletso
Activated Service as of
Franchise Effective Date
Yes
No
City Hall*
799 Moorpark Avenue future — 85 W. High St
X
future
City Hall Annex
799 Moorpark Avenue
X
Community Center /Senior Center
799 Moor ark Avenue
X
Arroyo Vista Recreation Center*
4550 Tierra Re'ada Road
X
Building & Safety Office current
18 High Street
X
Parks & Public Works Yard current
675 Moorpark Avenue
X
Parks & Public Works Yard (future)
Fitch Avenue (vacant lot adjacent to Caltrans
Maintenance Station
X
Police Service Center current
26 Flory Avenue
X
Police Service Center (future)*
500 Spring Road
(northeast corner of Flinn Avenue and Spring
Road
X
Public Works Office current
798 Moorpark Avenue
X
Vector /Animal Control
782 Moorpark Avenue
X
Human Services Center Complex
612 A -C Spring Road
(immediately north of Police Service Center
X
* Per Exhibit C, Section 2, these locations to be provided ability for live cablecasting.
n Outlets indicate the number of outlets in place as of the Effective Date of this Agreement. These outlets shall be maintained at no
charge unless otherwise directed by the Grantor. Locations with no outlets in place as of the Effective Date of this Agreement shall be
provided with no less than one (1) outlet in accordance with the provisions of Section 6.1 and Exhibit C.1.
0
C4 10
C -11
(B) Public Schools and Libraries
Facility
Address
Outletsn
Activated Service as of
Franchise Effective Date
Yes
No
MUSD
MUSD Offices
5297 Maureen Lane
X
Arroyo West School
4112 Count hill Road
1
X
Campus Canyon School
15300 Monroe Avenue
2
X
Flory School
240 Flory Avenue
52
X
Mountain Meadows School
4200 Mountain Meadow Drive
X
Peach Hill School
13400 Christian Barrett Drive
X
Walnut Canyon School
280 Casey Road
60
X
Chaparral School
280 Poindexter Avenue
30
X
Mesa Verde Middle School
14000 Peach Hill Road
36
X
Community High School
5700 Condor Drive
4
X
Moorpark High School
4500 Tierra Re'ada Road
1
X
Moorpark College
Administration Building
7075 Campus Road
X
Campus Center
7075 Campus Road
X
Communications Building
7075 Campus Road
4
X
Exotic Animal Training & Management Center
7075 Campus Road
X
Gymnasium
7075 Campus Road
X
Performing Arts Center
7075 Campus Road
X
Libraries
Moorpark Library
699 Moorpark Avenue
1
X
Note: These Public Schools and Libraries are to receive cable modem service at no charge in accordance with the terms of this
Agreement.
b Outlets indicate the number of outlets in place as of the Effective Date of this Agreement. These outlets shall be maintained at no
charge unless otherwise directed by the Grantor or an authorized representative of the facility. Locations with no outlets in place as of the
Effective Date of this Agreement shall be provided with no less than one (1) outlet in accordance with the provisions of Section 6.1 and
Exhibit C.1
11
EXHIBIT D
INSTITUTIONAL NETWORK
EXHIBIT D: INSTITUTIONAL NETWORK
Article 1 Retention of Grantee
1.1 I -Net Construction. The Grantor hereby authorizes Grantee to
construct the I -Net, in accordance with the provisions contained in this Exhibit.
Grantee hereby accepts such authorization with full power, authority and
responsibility to construct the I -Net in accordance with the terms of this Exhibit,
subject to the limitations set forth in this Exhibit.
1.2 Standards of Performance. Grantee shall construct the I -Net in a
workmanlike manner and in accordance with applicable law, regulation and
standards contained in this Exhibit. Grantee shall devote such time as shall be
necessary for proper and efficient construction of the I -Net, and shall incorporate
the same transmission standards and quality of fiber as utilized in Grantee's
residential fiber network located in the City. Grantee shall employ adequately
trained employees to construct the [-Net and shall at all times adequately train,
equip, supervise and instruct such employees, agents and subcontractors to
ensure that the construction of the I -Net meets the standards set forth in this
Exhibit.
1.3 Use of Affiliates. Grantee may utilize the services of its affiliates
and the employees of such affiliates in constructing the I -Net.
1.4 Operational and Management Responsibilities of the Grantor.
Upon the Acceptance Date as defined in Article 6.2 hereof, the Grantor shall
obtain and maintain operational and management control of the I -Net. In such
capacity, the Grantor's responsibilities include, without limitation:
(a) the supervision of the use of all facilities and equipment, with
the exception of equipment retained and owned by Grantee;
(b) the oversight of the management of day -to -day operations of
the I -Net;
00095S
D -2
(c) the determination and implementation of all policy decisions
for the I -Net, including the preparation and filing of material with relevant federal
or state agencies;
(d) the supervision of the employment of I -Net personnel
(excluding Grantee employees involved in the construction and maintenance of
the I -Net and the operation and maintenance of equipment retained and owned
by Grantee);
(e) payment of all wages, salaries, benefits and other costs of
Grantor employees, including those who assist Grantee in the construction of the
I -Net, except as provided in this Exhibit;
(f) the payment of all financial obligations and expenses arising
from the operation and management of the I -Net;
(g) the purchasing, installation and maintenance of any
electronic equipment, switches, servers, routers and end user terminal
equipment utilized, or to be utilized in the [-Net.
(h) have full and complete control, responsibility and liability for
the signals and content of any signals distributed over the fiber by the Grantor or
for its benefit,
(i) have full and complete control, responsibility and liability for
the purchase, installation, construction and maintenance of the terminals and
peripheral equipment connected to the fiber utilized by the Grantor, provided that
such equipment shall not be located in public rights -of -way without the Grantor
having obtained all necessary rights to utilize such rights -of -way
0) provide all commercial or other power supplies for the
operation of the Network (or, if agreed by Grantee and the Grantor, the Grantor
shall instead bear its allocated cost share of Grantee's costs for power supplies),
terminals and peripheral equipment or facilities used with or connected to the
System and located on the Grantor's, premises; and
(k) have full and complete control, responsibility and liability for
maintaining any operating authority from any Federal, State or local
governmental body or agency that relates to the activities of the Grantor under
this Exhibit, including the Grantor's utilization of fiber.
1.5 Licenses, Permits, Authorizations. All permits, franchises, licenses,
consents, authorizations, easements and rights -of -way from governmental
00005G
D -3
agencies or third parties, including telecommunication franchises and pole and
conduit agreements, that are necessary for the construction of the I -Net, shall be
obtained by Grantee. Grantee shall not be required to commence or complete
construction of the I -Net until it has obtained all such licenses, permits,
authorizations and pole and conduit agreements. The Grantor shall use its best
efforts to assist, and cooperate with, Grantee in acquiring all necessary licenses,
permits, authorizations and pole and conduit agreements.
1.6 Responsibility for Certain Fees and Costs. The Grantor agrees
to pay any additional fees that are assessed to Grantee by the owner of the
poles, trenches or conduit used in connection with the fiber provided by Grantee
under this Exhibit to the extent such fees are in excess of the amounts that
Grantee would otherwise be required to pay in the absence of this Exhibit D.
Any such increased fees shall be payable as an adjustment to the Lease
Payment pursuant to Article 4 herein.
The Grantor agrees to pay any State or Federal regulatory fee assessed
against Grantee by any State or Federal governmental body or regulatory
agency by virtue of the I -Net or the communications provided over the [-Net. The
Grantor shall have the right to contest the amount and /or validity of any fee or
assessment that it has agreed to pay in this paragraph by any and all applicable
legal proceedings. The Lease Payment pursuant to Article 4 herein may be
adjusted to cover any such fees or assessments which are the Grantor's
responsibility under this paragraph.
1.7 Use. The I -Net can be used for voice, video, and data
communications. The Grantor shall not furnish any services over the fiber
commercially, or engage in any way in the business of producing, packaging,
distributing, marketing, or otherwise providing, offering, promoting or branding
such voice, video, and data communication signals.
The Grantor shall not use the fiber in violation of this Exhibit D, any law,
rule, regulation or order of any governmental authority having jurisdiction, or any
franchise, license, agreement or certificate relating to the System or Grantee
Franchise, unless the validity thereof is being contested in good faith and by
appropriate proceedings (but only so long as such proceedings and the Grantor's
use of the fiber do not, in Grantee's reasonable opinion, involve any risk of the
sale, forfeiture, or loss of the System, any authorizations, or any part thereof or
any interest therein). The Grantor shall not do or permit anything to be done with
respect to the fiber that would invalidate or conflict with any insurance policies
maintained by Grantee or the Grantor covering the fiber or the networker or the I-
Net.
000 57
D -4
Article 2 Construction Responsibilities of Grantee
2.1 Specifications. Grantee shall complete the construction of the I -Net
in accordance with the Standards as defined in Section 6.1 hereof and using the
technology, architecture, equipment and materials necessary to complete
construction for site to site connectivity. The Grantor shall identify on Schedule 1
to this Exhibit D the locations to which fiber is to be constructed and the number
of fibers to each location. Site locations and fiber counts specified by the Grantor
on Schedule 1 may be supplemented or modified by the Grantor during the
course of construction of the I -Net pursuant to a written instrument agreed to and
executed by the parties setting forth the terms and conditions for completing
such design alteration. In no event shall Grantee be subject to the time limitation
described in Article 5 herein with respect to completion of any modified or altered
construction requirement or specification; provided that such construction shall
be completed in a timely fashion considering the extent of the modification or
alteration and the amount of work involved.
2.2 Construction Services. Consistent with Article Section 2.1 above
and subject to the other provisions of this Exhibit D, Grantee shall construct, or
enter into contracts with others to construct, the I -Net and shall perform or cause
to be performed such duties, including arranging for the hiring and supervision of
personnel as shall be necessary or appropriate for the construction of the I -Net in
accordance with this Article 2.
2.3 I -Net Status Report. Grantee agrees to give the Grantor monthly
reports regarding the status of construction of the I -Net.
2.4 Connection to Residential Cable System. Grantee shall provide a
connection or interconnection of the I -Net with the cable system constructed and
operated by Grantee under the terms of the Franchise Agreement. It is the
Grantor's and Grantee's mutual intent that this connection enables the Grantor to
provide video and audio programming from the I -Net to Subscribers of the Cable
System. The Grantor shall be responsible for all equipment necessary to
originate and distribute such programming on the I -Net. The Grantee shall
provide and shall be responsible for all equipment necessary to receive the
signal from the [-Net and distribute the signal in its entirety onto Grantee's Cable
System. The audio and video signal provided by the Grantor to the Grantee by
said interconnection shall be in a standard format usable by, and reasonably
acceptable to the Grantee.
D -5
Article 3 Maintenance Standards
3.1 Maintenance Standards. Grantee shall perform all routine
maintenance and repair functions and emergency maintenance and repair
functions, including one -call responses, cable locate services and maintenance
splicing (collectively, "Maintenance "), for the I -Net. The standards for
Maintenance of the I -Net (the "Maintenance Standards ") shall be as detailed in
Schedule 2.
3.2 Maintenance. Maintenance shall be performed by qualified
employees, agents or contractors of Grantee in a good and workmanlike
manner. In the event Grantee fails to perform any Maintenance in accordance
with Article 3 after having received thirty (30) days written notice from the Grantor
of such failure to perform, the Grantor shall have the right, but not the obligation,
to undertake such Maintenance of the I -Net, at Grantee's cost and expense,
using qualified contractors. In the event that the Grantor uses a third party
contractor (i.e., not Grantee) to perform I -Net Maintenance, the Grantor shall
require such contractor to coordinate with Grantee for access to the I -Net
facilities, materials, and equipment co- located with Grantee's facilities, including
providing Grantee prior written notice of any Maintenance to be performed and
ensuring the on -site presence, at such contractor's sole expense, of at least one
of Grantee's employees during the performance of such Maintenance. The
Grantor shall not have any maintenance cost obligations beyond what is included
as part of the Lease Payment specified in Article 4.1 of this Exhibit.
3.3 Response Time. Grantee shall respond to technical problems on
the I -Net within four (4) hours after the problem becomes known; provided,
however, that Grantee shall respond immediately to technical problems involving
an emergency.
3.4 Repair Time. Grantee shall use its best efforts to complete repairs
within three (3) days period after the problem becomes known. If by the nature of
the problem, such repair cannot be completed within such three (3) day period,
Grantee shall take reasonable steps to complete such repair and diligently
continue such efforts until said repair is complete.
A.
Article 4 Lease and Maintenance Fee
4.1 Lease and Maintenance Fee. The Grantor agrees to pay Grantee
a quarterly lease and maintenance fee ( "Lease Payment ") for the I -Net in the
amount of Six Thousand Nine Hundred Dollars ($6,900.00). The Lease
Payment shall be due and payable within sixty (60) days following the quarter for
which payment is due. The Lease Payment shall commence upon acceptance
of the I -Net by the Grantor pursuant to Article 6.3
4.2 Additional Lease and Maintenance Fee. The Grantor, in its sole
discretion, may request Grantee to extend the I -Net to include the buildings in
the Moorpark School District and the Moorpark Community College and listed in
Schedule 3. Provided the City makes its request in writing to Grantee within
thirty -six (36) months of the Effective Date of the Franchise Agreement, Grantee
agrees that the incremental increase in the quarterly Lease and Maintenance
Fee described in Article 4.1 of this Exhibit will not exceed Three Thousand
Seven Hundred Dollars ($3,700.00) for the Moorpark School District and Two
Thousand Dollars ($2,000.00) for Moorpark Community College.
Article 5 Term and Termination
5.1 The I -Net shall be constructed and offered to the City for
acceptance testing pursuant to Article 6.2 hereof by December 31, 2004 (the 1-
Net Completion Date "). The term of this I -Net lease (the "Lease ") shall be
coterminous with the Franchise Agreement. Renewal of the Lease shall be
negotiated in conjunction with the renewal of the Franchise Agreement.
Any extension of the Franchise Agreement that is mutually agreed upon in
writing and signed by Grantee and the Grantor shall include the Lease of this
Exhibit, unless otherwise specifically agreed to by Grantee and Grantor.
000060
D -7
5.2 Additional Termination Rights. If any governmental agency or
third party institutes proceedings to impose any public utility or common carrier
status or obligations on Grantee or the use of Grantee's capacity or facilities as a
result of its performance of this Exhibit D, or if any action is brought by any third
party challenging the continued validity or seeking to adversely modify, suspend
or revoke Grantee's operating authority for all or part of its services or System as
a result of its or the Grantor's performance of this Exhibit D, or if, as a result of
any change in applicable law or regulation (or in judicial or other official
interpretations thereof), Grantee reasonably deems that such a proceeding is
likely and has a significant possibility of success on the merits, Grantee may,
without further liability to the Grantor, upon one hundred eighty (180) days written
notice, terminate this Lease as a whole without cause; provided however that
Grantee shall not terminate this Lease or any fiber provided by it during the
pendency of such proceedings or actions if the Grantor agrees to indemnify and
hold harmless Grantee in (pursuant to an indemnification agreement in form and
substance reasonably satisfactory to Grantee) against all liability, claims, fines or
damages (including reasonable attorneys' fees) incurred by Grantee as a result
of the Grantor's continued operations and use of the I -Net unless (a) Grantee is
required to do so by a valid and final order of a court of competent jurisdiction, or
(b) in Grantee's opinion, continued performance or activity by the Grantor under
the terms of this Exhibit would have a present or future material adverse effect
on the local cable or other operations of Grantee, its financial condition or
operating condition or is reasonably likely to result in the imposition of public
utility or common carrier status on Grantee or an adverse modification,
suspension or revocation of such Grantee's operating authority for its services or
its Cable System or the forfeiture of any portion of the Cable System. Grantee
shall control the defense, prosecution and settlement of such claim or demand
but shall allow the Grantor the opportunity to participate in such defense through
counsel of Grantor's own choosing, which participation will be at the sole
expense of the Grantor. If the proceedings or actions would in any event affect
only a portion of the I -Net, Grantee will instead terminate only the lease of the I-
Net that is affected thereby. Upon the effective date of such a termination, the
Grantor shall terminate Grantor's use of the I -Net, remove Grantor's equipment,
and cease operations over such portion of the I -Net..
Article 6 Acceptance of the I -Net
6.1 I -Net Design; Construction, Performance and Maintenance
Standards. Grantee shall construct the I -Net in accordance with the design
standards of Schedule 1 and the Construction and Performance Standards of
Schedule 2 (collectively, the "Standards "). Any mutually approved (in writing)
EfflffifflM
M
change, alteration or modification of such Standards shall not relieve the Grantor
of its payment obligations described in Article 4.1.
6.2 Acceptance Testing. The results of the following acceptance
testing procedures shall be the sole basis upon which the Grantor's acceptance
of the I -Net is conditioned, and the date of such acceptance shall mark the final
completion of the I -Net (the "Acceptance Date ") and trigger provision regarding
payment of the Lease and Maintenance Fee in Article 4.1 hereof.
(a) Physical Inspection. The physical configuration of the I -Net
will be inspected to monitor conformance with the Standards and applicable law.
Inspections of the cable runs and components will be made during the
construction process to maintain the integrity of the design.
(b) Technical Performance Test. Upon the I -Net Completion
Date as defined in Article 5 hereof, Grantee shall conduct a technical
performance test in accordance with testing procedures mutually agreeable to
Grantee and the Grantor, in Grantor's presence, and at a mutually acceptable
time, to demonstrate the continuity on the optical route from the point of origin to
termination and compliance with splice and termination loss specifications
acceptable to the Grantor and compliance with the Standards. The results of
such test(s) shall be submitted to the Grantor.
6.3 Acceptance; Release. Within thirty (30) days of completion of the
testing described in Articles 6.2(a) and (b), the Grantor shall notify Grantee
whether or not it accepts the I -Net. If the Grantor does not provide such
notification within thirty (30) days, the I -Net shall be deemed accepted by the
Grantor and the date of expiration of such thirty (30) day period shall be deemed
to be the Acceptance Date. If the Grantor does not accept the I -Net, the Grantor
shall provide a reasonably detailed written explanation of the reasons it refused
such acceptance. Grantee shall correct any actual deficiencies in the
construction, and retest the I -Net or relevant portion thereof. Acceptance of the I-
Net shall not be unreasonably withheld or delayed. So long as Grantee is
diligently working to correct any deficiencies and possesses a reasonable and
good faith belief that it constructed and offered to the Grantor a completed I -Net
in substantial compliance with the Standards as of the I -Net Completion Date,
the failure of the Grantor to accept the I -Net shall not be deemed a failure by
Grantee to meet its obligations under this Exhibit. Except as described in Article
8.1 of this Exhibit, as of the Acceptance Date, Grantee and its affiliates shall be
automatically released from any liability resulting from or arising in connection
with the I -Net.
AN
Article 7 I -Net Ownership
7.1 Execution of Additional Documents. Grantee shall retain
ownership of the I -Net during the term of the Franchise Agreement.
7.2 Termination. Expiration or Non - renewal of the Franchise
Agreement. Ownership of the I -Net by Grantee shall survive any termination,
expiration or non - renewal of the Franchise Agreement. Notwithstanding anything
to the contrary, from and after the date of any termination, expiration or non -
renewal of the Franchise Agreement, Grantee shall have no further obligation to
maintain or repair the I -Net pursuant to Article 3 hereof.
7.3 Continued Operations. Notwithstanding anything to the contrary, if
the Franchise Agreement is terminated, expires or is not renewed and the
Grantor desires to continue to use and maintain the I -Net, then the Grantor shall
reimburse Grantee for all reasonable costs and expenses associated with
disassembling Grantee's System from the I -Net. Such reimbursement shall be
payable within thirty (30) days after the Grantor receives documentation from
Grantee reasonably evidencing such costs and expenses.
7.4 Liens and Encumbrances. The Grantor shall not, either directly or
indirectly, create, impose or suffer to be imposed any lien on (a) any property
interest of Grantee, (b) the rights or title relating thereto, or any interest therein,
or (c) this Lease. The Grantor will promptly, at its own expense, take such action
as may be necessary to duly discharge any such lien.
Article 8 Warranty; Indemnification
8.1 Warranly. If, at any time, any work performed by Grantee on the I-
Net is found, by independent evaluation, to be defective or not in material
compliance with this Exhibit, then Grantee or its agent, at their expense, shall
correct such defect or non - compliance in a timely fashion upon receipt of written
notice from the Grantor describing the defect or non - compliance with reasonable
accuracy and detail. Grantee shall not be obligated to correct the defect or non-
compliance pursuant to this Article 8.1 until the Grantor demonstrates to Grantee
that such defect or non - compliance is not the result of failures outside the
reasonable control of Grantee.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, GRANTEE
MAKES NO GENERAL SPECIAL, EXPRESS OR IMPLIED WARRANTIES AS
TO THE FITNESS OF THE FACILITIES AND EQUIPMENT THAT IT IS
OBLIGATED TO PROVIDE UNDER THIS EXHIBIT FOR ANY PARTICULAR
NETWORK APPLICATION OR USE. ANY AND ALL SUCH WARRANTIES
ARE HEREBY DISCLAIMED.
��4
D -10
8.2 Indemnification by Grantee. Grantee shall not, and does not,
indemnify the Grantor for acts of the Grantor, including acts of negligence or
willful misconduct on the part of the Grantor or its officials, boards, commission,
agents or employees, relating to the I -Net. Grantee shall indemnify and hold
harmless the Grantor, its officers, employees or agents from and against any and
all claims, demands, costs, damages, losses, liabilities, expenses of any nature
(including reasonable attorneys, accounts, and experts fees and disbursements),
judgments, fines, settlements and other amounts (collectively, "Damages ")
arising from any and all claims, demands, actions, suits or proceedings, civil,
criminal, administrative or investigative (collectively, "Claims ") relating to or
arising out of:
(a) the construction or maintenance by Grantee of the [-Net,
except to the extent such Damages are caused by the Grantor or its agents;
(b) any breach on the part of Grantee of any obligation or
covenant under this Exhibit D; and
(c) any Claim of any third party resulting from the negligence or
willful misconduct of Grantee.
8.3 Indemnification by Grantor. The Grantor will indemnify and hold
harmless Grantee, its parent, subsidiaries, affiliates, and all officers, directors,
stockholders, employees, partners and agents of Grantee, its parent,
subsidiaries and affiliates from any and against any and all claims, demands,
costs, damages, losses, liabilities, expenses of any nature (including reasonable
attorneys', accountants', and experts' fees and disbursements), judgments,
fines, settlements and other amounts (collectively, "Damages ") arising from any
and all claims demands, actions, suits or proceedings, civil, criminal,
administrative or investigative (collectively, "Claims ") relating to or arising out of:
(a) The operation and use of the I -Net or the conduct or
management of the Grantor with regard to the I -Net or the connections thereto or
the [-Net thereof, except to the extent such Damages are caused or contributed
to by Grantee or its agents;
(b) any breach by the Grantor of any obligation or covenants
under this Exhibit D;
(c) any Claim of any third party resulting from the gross
negligence or willful misconduct of the Grantor.
8.4 Reservation of Indemnity Rights. Nothing in this Exhibit shall
constitute a waiver, release, compromise, or discharge of any legal or equitable
rights or claims for indemnity of any party against the other party. All rights and
D -11
claims for legal and equitable indemnity are hereby expressly reserved by all
parties.
8.5 Third Party Beneficiaries. Nothing set forth in this Exhibit shall, or
shall be deemed to, grant to any other person any interest (whether as a third
party beneficiary or otherwise) herein.
8.6 Disclaimer of Liability. In relation to any claim pursuant to Section 8.1, but
not Section 8.2, in no event shall Grantee be liable to the Grantor, to any of Grantor's
agents, representatives or employees, or to any user of the I -Net, for special,
consequential, exemplary, or punitive costs, liabilities or damages, whether foreseeable
or not, arising out of, or in connection with, Grantee's performance or non - performance
of its obligations under this Exhibit, including, without limitation, any failure with respect
to any service, information, data, video, voice or other transmission on the I -Net.
Grantee shall under no circumstances be held responsible for any transmissions over
the I -Net.
8.7 Good Faith Negotiation Regarding Indemnification Obligations. Subject to
Article 9.1, the Grantor represents and covenants that it will utilize the [-Net solely for
educational and governmental access programming and other non - commercial,
educational and governmental uses. Furthermore, the Grantor represents and
covenants that it will not utilize the [-Net, or any portion thereof, for the provision of any
form of (i) emergency service to third parties, (ii) essential service to third parties, or (iii)
service to any third party or the public in general of significant economic value to the
Grantor except, with respect to subsection (iii) hereof, in the course of delivering
governmental services permitted under Article 9.1 hereof. If, however, the Grantor at
any time intends to utilize the I -Net, subject to the provisions of Article 9.1 hereof, for
the provision of any other types of services ( "Additional Services "), then the Grantor
shall provide written notice to Grantee of its intent to provide such Additional Services
(the "Additional Services Notice "). Upon Grantee's receipt of the Additional Services
Notice, the parties shall meet and confer in good faith to determine whether utilization
of the [-Net for the purposes described in the Additional Services Notice impose, or
could reasonably be expected to impose, legal liability upon Grantee for acts and
omissions of parties other than Grantee or for events outside of the reasonable control
of Grantee. To the extent that the Grantor's proposed use of the I -Net, as described in
the Additional Services Notice, materially increases Grantee's legal and /or financial
risks, as determined in Grantee's reasonable discretion, the parties shall negotiate in
good faith mutually acceptable indemnification, waiver, or other forms of agreements
that reasonably mitigate Grantee's concerns (the "Indemnification "). Upon mutual
acceptance of the Additional Indemnification, the Grantor may proceed with the
utilization of the I -Net for the purposes described in the Additional Services Notice, and
will not be considered in breach of the representations and warranties contained in this
Article 8.7 with respect to its use of the I -Net for such approved purposes. In no event,
D -12
however, shall the Grantor utilize the I -Net for the delivery of Additional Services, until
Grantee is provided the Indemnification provided above.
Article 9 Non - Compete; Conflicts of Interest
9.1 Non - Compete. Notwithstanding anything to the contrary, at no time
shall the Grantor, or any of its affiliates, agents, representatives, employees,
successors or assigns, manage, own, control, operate, use or maintain, or permit
any the Grantor or user of the I -Net to manage, control, operate, use or maintain,
the I -Net in any manner that competes with the business of, or services provided
by, Grantee or any of Grantee's affiliates. Moreover, at no time shall the Grantor,
or any of its affiliates, agents, representatives, employees, successors or
assigns, directly or indirectly provide or transmit, or permit any the Grantor or
user of the I -Net to provide or transmit, any video programming, entertainment,
data or voice services by means of the I -Net, other than for purposes of
educational and governmental programming and other non - commercial
educational and governmental uses, which permitted uses include without
limitation (i) one -way and /or interactive governmental administrative functions
provided by the Grantor, including but not limited to the issuance of building and
other similar types of permits and licenses; (ii) provision of information to the
public; (iii) internal communications among governmental users; (iv) connection
of the I -Net to external networks to facilitate the Grantor's use thereof; and (v)
transmission of voice, video and data among governmental and educational
users and to and /or from governmental users to non - governmental users outside
the I -Net by way of connection to a switch or external network.
9.2 Conflicts of Interest. Grantee shall not be prohibited from or
otherwise limited in employing, contracting with or otherwise dealing with any
person or entity while carrying out its duties under this Exhibit, by reason of the
fact that such person or entity is an affiliate of Grantee, or is an entity in which
Grantee has an interest, whether such relationship, affiliation, or interest is direct
or indirect.
D -13
Article 10 Miscellaneous
10.1 Waiver. The waiver by the Grantor or Grantee of any breach of any
term, covenant or condition contained in this Exhibit shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant or
condition contained Exhibit. No term, covenant or condition of this Exhibit shall
be deemed to have been waived by the Grantor or Grantee unless such waiver is
in writing and is signed by the party against whom such waiver is sought to be
enforced.
10.2 Entire Understanding. This Exhibit sets forth the entire
understanding between the Grantor and Grantee with respect to the subject
matter hereof. This Exhibit may be altered only by an agreement in writing
signed by the party or parties.
10.3 Condemnation and Casualty.
(a) Condemnation. If all or any portion of the I -Net is taken for
any public or quasi - public purpose by any lawful power or authority by the
exercise of the right of condemnation or eminent domain, the Grantor shall be
entitled to terminate the Lease of the I -Net hereunder.
(b) Casualty. If all or any portion of the I -Net are made
inoperable and beyond feasible repair due to a casualty or other force majeure
event (as that term is defined herein), the Grantor shall be entitled to terminate
this Lease with regard to the I -Net affected by such casualty or other event. In
such event, both parties shall be entitled to seek to recover the economic value
of their respective interests in the I -Net (i) under any insurance policy carried by
either party or their affiliates or any third party, or (ii) in either joint or separate
actions, from any third party which may be legally responsible for causing such
casualty. The parties will equitably share any recoveries as their economic
interests appear.
10.4 Binding Effect; Assignment. This Exhibit D shall inure to the
benefit of and will be binding upon the parties and their respective legal
representatives, successors and assigns. Neither the Grantor nor Grantee shall
have the right to assign the I -Net to any other entity without the written consent of
the other. Upon the transfer of any or all of either party's interest in the I -Net and
the assumption by the transferee party of any or all, as the case may be, of the
transferor party's obligations, the transferor party shall be released from any
further obligation under the I -Net to the extent accruing or relating to the period
commencing upon the effective time of such transfer and relating to the interest
so transferred.
D -14
10.5 Survival Upon Termination. Unless otherwise provided in this
Exhibit, the provisions of Article 7 (I -Net Ownership) and Article 8 (Warranty;
Indemnification) shall survive the termination of this Lease, and shall remain in
full force and effect following expiration of this Lease.
10.6 Covenant Regarding Other Agreements. During the term of this
Lease, neither party will be a party to any instrument or agreement that would
materially impair either party's ability to perform its obligations of this Exhibit.
10.7 Independent Contractor. Nothing contained in this Exhibit shall be
construed as creating a partnership, joint venture or similar arrangement of or
between the Grantor and Grantee with regard to the I -Net, or as creating any
other relationship between the parties other than that of an independent
contractor. In fulfilling their obligations hereunder, the parties shall be
independent contractors with respect to one another.
10.8 Franchise Agreement. A breach of any provision of this Exhibit
shall be considered a breach of the Franchise Agreement.
[The Remainder Of This Page Is Intentionally Left Blank]
D -15
SCHEDULE 1
1 -Net Connection Locations and Fiber Counts
The Grantor operate and maintain a separate and distinct
Institutional Network (the "I- Net "), consisting of a set of continuous and
interconnected fiber links, comprised of no less than two (2) dark fiber
strands, connecting one (1) hub in a modified star design, with two (2)
dark fiber strands from designated sites to the nearest hub location, as
designated by the Grantor below:
I -Net Sites connected in a ring of two (2) dark fibers will be located
at the following facilities:
1) City Hall Annex
2) Community Center /Active Adult Center
3) Arroyo Vista Recreation Center
4) Building & Safety Office
5) Parks & Public Works Yard (current)
6) Parks & Public Works Yard (future)
7) Police Service Center (current)
8) Police Service Center (future)
9) Human Services Center Complex
10) Public Works Office (current)
11) Vector Control Office (current)
12) Caltrans Maintenance Station
Country Waterworks District No. 1
A map of the I -Net design is included with this schedule.
D -16
SCHEDULE 2
CONSTRUCTION, PERFORMANCE AND MAINTENANCE
STANDARDS
Installation Requirements at Hub and Service Locations:
• All fibers at termination points will be labeled.
• A fiber map of the I -Net will be provided identifying City's fibers by
bundle and color.
• Fibers will be terminated in computer room, phone room, or other
location in each facility as reasonably agreeable to both parties.
• Grantor will provide termination racks or wall termination enclosures as
needed.
• Grantee will splice dark fibers into supplied enclosures using
connectors matching the enclosure, or if no enclosure connector, "SC"
connectors will be used.
• Construction sites shall conform to any and all building codes and
state laws.
• Construction sites shall be well marked and kept clear of any safety
hazard.
• City shall be responsible for providing grounding facilities if termination
location is not within 10 feet of building common utility ground point.
Testing:
• Each dark fiber shall be tested using an OTDR, with result traces
provided as documentation.
Maximum Acceptance Link Loss for acceptance testing shall be the
sum of the fiber loss plus the splice losses, calculated at .11 dB per
1000 feet @ 1350nm, .08 dB per 1000' @ 1550nm, and .06 dB per
splice location. Maximum loss for any individual splice shall be .10 dB;
maximum attenuation for fiber shall be .15 dB per 1000' at 1350nm,
.11 dB per 1000' at 1550nm.
D -17
Maintenance:
It is understood that some aging of fiber and or splices may occur
over time. After acceptance by the Grantor, the Grantee shall maintain
the I -Net at or better than the Maximum Operating Link Loss, which shall
be the sum of the fiber loss plus the splice losses, calculated at .15 dB per
1000 feet @ 1350nm, .11 dB per 1000' @ 1550nm, and .10 dB per splice
D -18
SCHEDULE 3
Pursuant to Article 4.2 herein, the Grantor may request Grantee to
connect the following buildings to the I -Net. The following locations will
have fibers provided in the ring from the nearest Hub to the take-
off point on the ring nearest the proposed location:
Facility
Address
MUSD
MUSD Offices
5297 Maureen Lane
Arroyo West School
4112 Count hill Road
Campus Canyon School
15300 Monroe Avenue
Flory School
240 Flory Avenue
Mountain Meadows School
4200 Mountain Meadow
Drive
Peach Hill School
13400 Christian Barrett Drive
Walnut Can on School
280 CaseV Road
Chaparral School
280 Poindexter Avenue
Mesa Verde Middle School
14000 Peach Hill Road
Community High School
5700 Condor Drive
Moorpark High School
4500 Tierra Re'ada Road
Moor ark College
Administration Building
7075 Campus Road
Campus Center
7075 Campus Road
Communications Building
7075 Campus Road
Exotic Animal Training & Management Center
7075 Campus Road
G mnasium
7075 Campus Road
Performing Arts Center
7075 Campus Road
000072