HomeMy WebLinkAboutordinance.council.009-00 ORDINANCE NO..(~
(Series of 2000)~
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A CABLE TELEVISION SYSTEM PERMIT AGREEMENT BETWEEN THE
CITY OF ASPEN AND TCI OF NORTHERN NEW JERSEY, INC., AND AUTHORIZING
AND DIRECTING THE MAYOR TO EXECUTE THE SAME ON BEHALF OF THE CITY
OF ASPEN.
WHEREAS, on May 29, 1984, the City Council adopted Ordinance No. 8, Series of
1984, authorizing a fifteen (15) year non-exclusive franchise agreement with Micro Cable
Commurdcations Corporation (d/b/s Canyon Cable); and
WHEREAS, on August 14, 1984, a Cable Television Permit was executed by the City of
Aspen and Micro Cable Communications Corporationl for a fifteen (15) year non-exchisive
permit to operate a cable television system within the City of Aspen; and
WHEREAS, TCI of Northern New Jersey, Inc. is the successor in interest of Micro
Cable Communications Corporation; and
WHEREAS, on August 8. 1999. the City Council approved a one year Permit Extension
Agreement by Resolution No. 70, Series of 1999, which required the cable operator to design
and propose an upgraded cable television system in the City of Aspen to 550 MHz hybrid
fiber/coaxial design with fiber to node architecture; and
WHEREAS, the parties have agreed to avail themselves of their respective rights as set
forth in Section 626 of the Cable Communications Policy Act of 1984, as amended, relating to
the procedures for negotiating franchise agreements; and
WHEREAS, the parties to the proposed Cable Television System Permit Agreement
appended hereto as Exhibit "A" have negotiated a renewal of the existing cable franchise
agreement which would require the cable operator to construct a .cable television system in the
City of Aspen to 750 MHz and to complete the upgrade on or before May 2, 2002, capable of
delivering at least seventy-eight (78) Channels of video programming services; and
WHEREAS, the City Council has determined that it is in the best interests of the City of
Aspen ro enter into the Cable Television System Permit Agreement appended hereto.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO:
Section 1.
That the terms and conditions of the Cable Television System Permit Agreement between
the City of Aspen and TCI of Northern New lersey, Inc., annexed hereto and incorporated
herein, are herby approved, and the Mayor is hereby authorized and directed to execute the same
on behalf of the City of Aspen.
Section 2.
That if any section, subsection, sentence, clause, phrase or portion of this ordinance is
for any reason held invalid or unconstitutional in a court of competent jurisdiction, such portion
shall be deemed a separate, distinct and independent provismn and shall not affect the validity of
the remaining portions thereof.
Section 3.
That this ordinance shall not have any effect on existing litigation and shall not operate as
an abatement of any action or proceeding now pending under or by viaue of the ordinances
amended as herein provided, and the same shall be construed and concluded under such prior
ordinances.
A public hearing on the ordinance shall be held on the [ 0 day of ~c~ ,2000.
in the City Council Chambers, Aspen City Hall. Aspen. Colorado.
INTRODUCED, READ AND ORDERED PUBLISHED as provided by law by the City
Council of the City of Aspen on the ~' dayof .-d~2/JLt~L_- ,2000.
ATTEST:
~[~athryn~S , C~ty Clerk/~~
FINALLY adopted, passed and approved this ~,t~' - day of
ATTEST:
JPW-03/22/2O00-G:\3ohn\word\ords\AT&T-franchise.doc
CERTIFICATE OF INSURANCE OE.T,FICA ENU, BE,
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
Marsh USA Inc. NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE
Attention Rosalie Belluccia POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALT£R THE COVERAGE
TEL: 212 345 5255, FAX: 212 345 5991 AFFORDED BY THE POLICIES DESCRIBED HEREIN.
l~¢;k.Avenue of the Amiercas, 42nd Floor COMPANIES AFFORDING COVERAGE
~ '~rk, NY 10036-2774 ~
IiL TCI R-RENEW-99-00 A OLD REPUBLIC INSURANCE COMPANY
INSURED' COMPANY
TCI of Northern New Jersey, Inc lB NATIONAL UNION FIRE INS CO.
P.O. BOX 5630
DENVER, CO 80217-5630 COMPANY
C N/A
COMPANY
D
THiS IS TO CERTIFY THAT POLfClES OF INSURANCE eESCR[BED HEREIN HAMS BEEN ISSUED TO THE INSURES NAMED HEREIN FOR THE POLICY PERIOD INDICATED
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY SE ISSUED OR MAY
PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICrES LIMITS SHOWN
MAY HAVE SEEN REDUCED BY PAID CLAIMS
CO
POUCYEFFECTIVE POUCY EXPIRATION
J TYPE OF INSURANCE POLICY NUMBER MMITS
LTR ~ DATE(MM/OD/fY) DATE (M M/DDP(Y)
I GENERAL LIABIUTY MWZY 54957 10/15/99 10/15/02 GENERAL AGGREGATE i $
~( ~ COMMERCIAL GENERAL LIABILITY PRODUCTS- COMP/DP AGG I $ 2,500,000
~i~-'~ CLAIMS MADE IX~ooouR PERSONAL&ADVINJURY J$ 2,500,000
- ~1 OWNER'S & CONTRACTOR'S PROT FIREEACHDAMAGEOCCURRENCE(Any one fire) ti 2,500,0~
I' MED EXP (Any one person)
AUTOMOBILE LIAI~LITY MWTB 17862 10/15/99 10/15/02 COMBINED SINGLE LIMIT
$
2,500,000
ALL OWNED AUTOS BODILY INJURY
NON4OWNED AUTOS (Per accident)
] PROPERTY DAMAGE
J GARAGE IJABILITY AUTO ONLY - EA ACCIDENT
ANY AUTO OTHER THAN AUTO ONLY:
EACH ACCIDENT
EXCESS UABIUTY BE 357 8851 10/15/99 10/15/01 EACH OCCURRENCE 1,000,000
MWC 10749300 01/01/00 10/15/00 X I IORYLIMITS I I E
, PARTNERS/EXECDTrVEoEFiCERS ARE: ('~(~ E×CL
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES~EPECIAL ITEME (MMITE MAY BE SUBJECT TO DEDUCTIBLES OR RETENTIONS)
Term of Contract: 5/8/00 - 5/7/10. The Grantor, its officers, officials, and employees are added as Additional Insured as required by written contract or lease
~greement.
%ity Manager
Lisa Trimble ~-~ ~..~
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
HOME OFF[CE: St, Paul, MN
Bond No. KG3236
PERFORMANCE AND PAYMENT BOND
Knew All Men By These Presents:
That, we TCI of Northern New Jersey~ Inc, a subsidiary, of AT&T Corp.
of P.O. Box 5630~ Denver~ CO 80217 , as Principal,
and ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a New York corporation, having
its principal office and place of business in the City of New York, New York, as Surety, are held
and firmly bound unto
Ci.ty of Aspen~ CO
130 S~ Galena~ Aspem CO 81611 , as Obligee,
in the sum of One Hundred Thousand and 00/100 .................................................... Dollars
($100,000.00), for the payment whereof Principal and Surety bind themselves, their heirs,
executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
Signed, Sealed and Dated this 9th day of May, 2000.
WHEREAS, the Principal has .entered into a certain written contract dated the 24th day of
April, 2000, with the Obligee for Construction Upgrade
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the
Principal shall faithfully perform said contract according to its terms, covenants and conditions and
shall promptly pay all persons supplying labgr or material to the Principal for use in the prosecution
of the work under said contract, then this obi. gation shall be void; otherwise it shall remain in full
force and effect.
Subject to the named Obligee's priority, all persons who have supplied labor or material
directly to the Principal for use in the prosecution of the work under said contract shall have a direct
right of action under this bond.
The Surety's aggregate liability hereunder shall in no event exceed the amount set forth above.
No claim, suit or action shall be brought hereunder after the expiration of one (I) year
following the date on Which Principal ceased work on said contract. If this limitation is made'void
by any law controlling the construction hereof, such limitation shall be deemed to be mnended to
equal the minimum period of limitation permitted by such law.
~:.~ :: -![ -;: ": TCI of Northern New Jersey, Inc., a subsidiary of
_ AT&T Corp.
(SEAL)
~-~ ~,, . : les Li, Assistant Secretary (Principal)
ST. PAUL FIRE AND MARINE INSURANCE
COMPANY
Form837 M
STATE OF NEW JERSEY
COUNTY OF SOMERSET
On this 9~ day of ~t,a¥., 2000 , before me, the undersigned
notary public, personally came: James Li to me known and who, being duly
sworn by me, did depose and say that he works in Basking Ridge, New Jersey and
that he is the Assistant Secretary of the corporation described :¢¢ithin and that he
executed the foregoing instrument.
Brtatt E. Smf~t '~
My Commission, E;~ptre~ (Notary Public)
O~Ol-gO01
Seaboard Surety Company United States FidElity and Guaranty Company
St. Paul Fire and Marine Insurance Company Fidelity and Guaranty Insur_ance Company
St. Paul Guardian Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc.
St. Paul Mercury Insurance Company
Fo,,.roIA, rney No. 2 63: Cer,,,c,te N.. 284509
KNOW ALL MEN BY THESE PRESENTS: That Seaboard Surety Company is a corporation duly organized under the iaws of the State of New York, and that
St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company and St. Paul Mercury Insurance Company are corporations duly organized under
the laws of the State of Minnesota, and that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland, and
that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance
Underwriters, Inc. is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies"), and that ~ae Companies do
hereby make, constitute and appoint
Migdalia Otero, Paula Yip-Ying, J. Holland, Shirley Dewely, Vincent Moy, Theresa Giraldo, Aha W. Oliveras, Tracey D. Watson,
Sheilah McGuckin, Terry Ann Gonzales-Selman, KLrabeflY A. Bruno, Robyn Walgh, Beverly Woofford, Ctuistopher J. McCa~ty and
Debra L. Teplitzky
of the City of NeW York , State New York their tree and lawful Attomey(s)-in-Fact,
each in their separate capacity if more than one is named above, to sign its name as surety to, and to execute, seal and acknowledge any and all bonds, undertakings,
contracts and other written instruments in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the
performance of contracts and executing or guaranteeing ~ actions or proceedings allowed by law.
IN WITNESS day of ~ffffCh , 2000
Seaboard Surety Company ;tares Fidelity and Guaranty Company
.~ ~delity and Guaranty Insurance Company
' Fidelity and Guaranty Insurance Underwriters, Inc.
St. Paul Mercury Insurance
eeee e
State of Maryland
City of B altimore MICHAEL R. MCKIBBEN, Assistant Secretary
On this 6th day of March , 2000 , before me, the undersigned officer, personally appeared John F. Phinney and
Michael R. McKibben, who acknowledged themseives to be the Vice President and Assistant Secretary, respectively, of Seaboard Surety Company, St. Paul Fire and
Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, United States Fidelity and Guaranty Company, Fidelity and
Guaranty Insurance Company, and Fidelity and Guaranty Insurance Underwriters, Inc.; and that the seals affixed to the foregoing instrument are the corporate seals of
said Companies; and that they, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the names of the
corporations by themselves as duly authorized officers.
In Witness Whereof, I hereunto set my hand and official seal. e ~'~/~ ~ ' ~"/~
My Commission expires the 13th day of July, 2002.
REBECCA EASLEY-ONOKALA, Notary Public
~86203 Rev. 11-99 Printed in U.S.A.
This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Seaboard Surety Company, St. Paul
Fire and Marine Insurance Company, St. Paul Guardian I~surance Company, St. Paul Mercury Insurance Company, United States Fidelity and Guaranty Compan
Fidelity and GuarantY Insurance Company, and Fidelity and Guaranty Insurance Underwriters, Inc. on September 2, 1998, which resolutions are now in full force any
effect, reading as follows:
RESOLVED, that in connection with the fidelity and surety insurance business of the Company, all bonds, undertakings, contracts and other instruments relating
to said business may be signed, executed, and acknowledged by persons or entities appointed as Attorney(s)-in-Fact pursuant to a Power of Attorney issued in
accordance with these resolutions. Said Power(s) of Attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the
Company, either by the Chairman, or the President, or any Vice President, or an Assistant Vice Preside~t, jointly with the Secretary or an Assistant Secretary,
under their respective designatinns. The signature of such officers may he engraved, printed or lithographed. The signature of each of the foregoing officers and
the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Attorney(s)-in-Fact for purposes
only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and subject to any limitations set forth therein, any
such Power of Attorney or certificate bearing such facsimile signatm'e or facsimile seal shall be valid and binding upon the Company, and any such power so
executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to
which it is validly attached; and
, RESOLVED FURTHER, that Attomey(s)-inhFact shall have the power and authority, and, in any case, subject to the terms and limitations of the Power of
Attorney issued them, to execute and deliver on behalf of the Company and to attach the seal of the Company to any and all bonds and m~dertakings, and other
writings obligatory in the n~ture thereof, and any such instrument executed by such Attomey(s)-th-Fact shall be as binding upon the Company as if signed by an
Executive Officer and sealed and attested to by the Secretary of the Company.
I, Michael R. McKibben, Assistant Secretary of Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company,
St. Paul Mercury hisurance Company, United States Fidelity and Guaranty Company, Fidelity and Guaranty Insurance Company, and Fidelity and Guaranty Insurance
Underwriters, Inc. do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is in fall force
and effect and has not been revoked.
IN TESTIMONY WHEREOF, I hereunto set my hand this
day of__, 2000~.
~lr~~ ~ Michael R. McKibben. Assistant Secretary
To verify the authenticliy of this Power of Attorney, ~ clerk. Please refer to the Power of Attorney number,
the above-named individual~ and the details ~
ACKNOWLEDGMENT OF ANNEXED INSTRUMENT
STATE OF NEW YORK
COUNTY OF NEW YORK
On this 9th day of May, 20 0_.Q0 before me personally came Tracey D. Watson to me
known who, being by me duly sworn, did depose and say that he/she resides in New
York, NY; that he/she is the Attorney-in-Fact of the ST. PAUL FIRE AND
MARINE INSURANCE COMPANY, the corporation described in and which
executed the above instrument; that he/she knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal that it was so affixed by order and
the affiant did further depose and say that the Superintendent of Insurance of the State
of New York, has pursuant to Section 327 of the Insurance Law of the State of New
York issued to ST. PAUL FIRE AND MARINE INSURANCE COMPANY his/her
certificate of qualification, evidencing the qualification of said company and its
sufficiency under any law of the State of New York as surety and guarantor, and the
propriety of accepting and approving it as such; and that such certificate has not been
revoked
Notary Public
Financial Statement- December 3 li 1999
St. Paul Fire and Marine Insurance ,Company
Assets Liabilities~ Surplus,.& Other Funds
Bonds $ 7,360,908,209 Losses $ 6,385,471,184
Stocks 4,558,379,126 Reins. Payable on Paid Losses 27,670,770
Mortgage Loans 8,000,000 Loss Adjusanent Expenses 1;463,836,071
Real Estate 698,641,132 Contingent Commissions 27,741,641
Cash on l--lmad/Deposit 22,860,772 Other Expenses 149,951,089
Short Term Investments 447,292,427 Taxes, Licenses and Fees 40,343,096
Other Invested Assets 934,058,820 Federal & Foreign Income Taxes 268,546,766
Receivable for Securities 35,349,217 Unearned Premiums 1,485,861,391
Agents' Balances 937,767,434 Dividends Unpaid - Policyholders 41,789,039
Fronds held dep~ with Reins Co. 70,860,431 Fund Held - Reins. Treaties 50,255,311
Reinsurance Recoverable 67;589,140 Funds Withheld 88,289,579
Guaranty Funds Receivable 5,490,800 Remittances and items not allocated 42,155,768
EDP Equipment 28,595,201 Provision for Reinsurance 78,176,068
Accrued Interest &: Dividends 135,892,908 Adjustment for Foreign Exchange 59,916,030
Equity/Deposits/Pools & Assoc. 47,919,540 Drafts Outstanding 92,875,598
Other Assets 138,379,316 Payable to Affiliates 41,551,585
Payable for Securities 7,905,189
Other Liabilities 305,469,450
Special Reserve-Guaranty Fund 1,000,000
TOTAL LIABILITIES 10,658,805,625
Guaranty Surplus Fund 1,000,000
Capital Paid Up 20,000,000
Surplus 4,818,178,848
Surplus as Regards Policyholders 4,839,178,848
TOTAL ASSETS $~ TOTAL LI~B1LIT~S c~ SURPLUS $~
Securities carried at $676,702,264 in the foregoing statement, are deposited as required by law.
STATE OF MINNESOTA )
) ss
COUNTY OF RAMSEY )
Jolm C. Trescy, Vice President and Controller of the St. Paul Fire and Marine Insurance Company, being duly sworn, deposes and
says that he is the above described officer of said company; that said company is a corporation duly organized, ex/sting and
engaging in business as a smmty company under and by virtue of ttxe laws of the State of Minnesota, and has duly complied w/th all
requ/rements of the laws of said state applicable to said company and is duly qualified to act as surety under such laws; that the
above is a true statement oft~e assets and liabilities of said company of the 31't day of December, 1999.
'~Subscribed and sworn to before me this 28t~ day of February, 2000..
:] ~,~l//i~ ~ ,~ DUsoI$ I, John C. Treacy,/Vice re~'iden and Controller
NO rACY ~i,~LIC - III'NNESOTA
MY COMMI,~ION
g:!£¢dXh'~t~'~ptcomm~au I~ ,EXPIRES J~J~. 31, 2005
CABLE TELEVISION SYSTEM PERMIT AGREEMENT
between
THE CITY OF ASPEN, COLORADO
and
TCI OF NORTHERN NEW JERSEY, INC.,
CABLE TELEVISION SYSTEM PERMIT AGREEMENT
This Cable Television System Permit Agreement ("Agreement") is entered into this ~
day of ~ ,2000, by and between the CITY OF ASPEN ("Grantor" or "City"), and
TCI OF NORTHERN NEW JERSEY, INC.
SECTION 1. RECITALS
1.1 The City has the authority to grant Permits to companies to build and operate cable
television systems in the City.
1.2 The Grantor has considered the financial condition, technical ability and legal qualifications
of Grantee.
1.3 The Grantor, after such consideration, analysis and deliberation as are required by
applicable law, has approved and found sufficiem the firmncial, technical and legal qualifications of
Grantee ro provide cable television service within the City.
1.4 The Grantee is willing to accept this Agreement subject to the terms and conditions stated
herein, and to abide by those terms and conditions.
1.5 The public has had adequate notice and oppornmity to comment on Grantee's proposal to
provide cable television service within the City.
NOW, THEREFORE, in consideration of the mutual promises made herein, and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantor
and Grantee do hereby agree as follows:
SECTION 2. DEFINITIONS
For the purposes of this Agreement and all exhibits attached hereto, the following terms.
phrases, words and their derivations shall have the meanings given herein. When not inconsistem
with the context, words used in the present tense include the future, words in the plural include the
singular, and words in the singular include the plural. Words not defined shall be given their
common and ordinary meaning. The word "shall" is always mandatory and not merely directory.
"Activate" means the status of any capacity or part of the Cable System which any Cable
Service requiring the use of that capacity or part is available without further installation of System
equipment, whether hardware or software.
Cable Television System Permit Agrecraem
City of AspepaTCI of Northern New Jersey, Lac.
1
"Affiliate" when used in connection with Grantee means any corporation, Person or entity
who owns or controls, is owned or controlled by, or is under common ownership or control with,
Grantee.
"Basic Service" means any Cable Service tier which includes the retransmission of local
television broadcast signals and Public, Educational and Governmental Access Channels, or as such
service tier may be further defined by federal law.
"Cable Act" means Title VI of the Communications Act of 1934 (47 U.S.C. 521 et. seq.)
as the same may be amended.
"Cable Operator" means any Person or group of Persons, including Grantee, who provide
Cable gervice over a Cable System and directly or through one or more Affiliates own a significant
interest in such Cable System or who otherwise control or are responsible for, through any
arrangement, the management and operation of such a Cable System.
"Cable Service" means (I) the one-way transmission of video programming or other
programming service to Subscribers, and (2) Subscriber interaction, if any, which is required for the
selection or use of such video programming or other programming service.
"Cable System" means a facility, consisfmg of a set of closed transmission paths and
associated signal generation, reception, and control equipment that is designed to provide Cable
Service which includes video programming and which is provided to multiple Subscribers within a
community, but such term does not include (1) a facility that serves only to retransmit the television
signals of one or more television broadcast stations; (2) a facility that serves Subscribers without
using any public right-of-way; (3) a facility of a common carrier wh/ch is subject, in whole or in
part, to the provisions of Title II of the federal Communications Act (47 U.S.C. 201 et seq.), except
that such facility shall be considered a Cable System (other than for purposes of Section 621 (c) (47
U.S.C. 541(c)) to the extent such facility is used in the transmission of video programming directly
to Subscribers, unless the extent of such use is solely to provide interactive on-demand service; (4)
an open video system that complies with federal laws; or (5) any facilities of any electric utility
used solely for operating its electric utility systems.
"Channel" means a portion of the electromagnetic frequency spectrum that is used in a
Cable System and is'capable of delivering a television channel, as television channel is defined by
/he FCC by regulation.
"Designated Access Provider" means the entity or entities designated by the Grantor to
manage or co-manage Public, Educational or Governmental Access Channel(s) and facilities. The
Grantor may be a Desiguated Access Provider.
"Downstream" means the transmission from the Headend to remote points on the Cable
System.
Cable Television System Permit Agreement
City of Asp~n/TCI of Northern New Jersey. Inc.
'2
"FCC" means the Federal Communications Commission.
"Fiber Optic" meaus a transmission medium of optical fiber cable, along with all
associated electronics and equipment, capable of carrying Cable Service or Institutional Network
service by means of electric lightwave impulses.
"Permit" means the nonexclusive and revocable authorization or renewal thereof for the
construction or operation of a Cable System such as is granted by this Agreement, whether such
authorization is designated as a franchise, permit, license, resolution, contract, certificate,
agreement or otherwise.
"Permit Area" means the area within the jurisdictional boundaries of the City, including
any areas annexed by Grantor during the term of this Agreement.
"Gross Revenues" means all mounts received by Grantee from the operation of Grantee's
Cable System to provide Cable Service within the Permit Area. "Gross Revenues" shall include,
without linaitation, all amounts for all Cable Services, including, but not limited to, Basic, expanded
Basic, premium, and pay-per-view services, installation fees, late charges, Permit fees and all
amounts received from Subscribers for Cable Interact service provided over the Cable System, so
long as and to the extent that Cable Intemet service is lawfully considered a Cable Service. "Gross
Revenues" shall also include any revenue received by any Affiliate of Grantee where such revenue
in the ordinary course of business should have been paid to Grantee from the operation of its Cable
System to provide Cable Service within the Permit Area. By way of illustration and not limitation,
this definition would include revenue received from the sale of Cable System advertising ftme by
an Affiliate of Grantee. "Gross Revenues" shall not include bad debt, sales taxes, or other ~xes that
are collected by Grantee on behalf of, and for payment to, the local~ state or federal government.
"Headend" means a facility, for signal reception and dissemination, on a Cable System,
including cables, antennas, wires, satellite dishes, monitors, switches, modulators, processors and
all other related equipment and facilities.
"Leased Access Channel" means any Channel of the Cable System available to the public
in a manner consistent with Section 612 of the Cable Act for commercial use by Persons
unaffiliated with the Grantee for video programming purposes.
"Node" means an exchange point in the signal distribution system portion of the Cable
System (including the 1-Net), where in the case of the Subscriber Network, optical signals are
converted to RF signals.
"Public~ Educational and Governmental Access" or "PEG Access" means the
availability for noncommercial use of capacity on a channel or channels on the Cable System by
Cable Television System Permit Agreement
City of AspenJTCI of Northern New Jersey, Inc,
3
various governmental and educational agenmes, and institutions, and public organizations, groups
and individuals, including Grantor and its designees.
"PEG Access Channel" means any Channel, or portion thereof, designated for
noncommercial PEG Access purposes or otherwise made available to facilitate or transmit PEG
Access programming or service.
"Person" means any individual, sole proprietorship, partnership, association, or
corporation, or any other form of entity or organization.
"School" means any state-accredited public or private primary and secondary schools and
colleges, excluding donnitories or other housing facilities.
"Street" means each of the following which have been dedicated to the public or are
hereafter dedicated to the public and maintained under public authority or by others and located
within the Permit Area: streets, roads, highways, avenues, bridges, lanes, alleys, sidewalks,
easements, rights-of-way and similar public property and areas dedicated for compatible uses, now
or hereafter held by the Grantor in the Permit Area which shall entire the Grantee to the use thereof
for purposes of installing, operating, repairing and maintaining the Cable System. Street shall also
mean any easement now or hereafter held by the Grantor within the Permit Area for the purpose of
public travel or for utility or public service use dedicated for compatible uses and shall include
other easements or rights-of-way as within their proper use and meaning shall entitle the Grantee to
the use thereof for the purpose of installing, operating and maintaining Grantee's Cable System.
"Subscriber" means any person who elects to subscribe to, for any purpose, Cable Service
provided by Grantee by means of, or in connection with, the Cable System, and whose prennses are
physically wired and lawfully activated to receive Cable Service from Grantee's Cable System.
A "Commercial Subscriber" means any Subscriber other than a Residential
Subscriber.
B "Residential Subscriber" means any person who receives Cable Service
delivered to single or multiple dwelling units, excluding such multiple dwelling units billed on a
bulk-billing basis.
SECTION 3. GRANT OF AUTHORIZATION
3.1 Grant
A. Grantor hereby grants to Grantee a nonexclusive and revocable authorization
to make reasonable and lawful use of the Streets within the Permit Area to construct, operate,
maintain, reconstruct, and repair a Cable System for the purpose of provid'mg Cable Services
through the Cable System, subject to the terms and conditions set forth in this Agreement.
Cable Television System Permit Agreemem
City of Aspen/TCI of Northern New Sersey, In~.
4
B. This Agreement is intended to convey limited rights and interests only as to
those Streets in which the Grantor has an actual interest. It is not a warranty of title or interest in
any right-of-way; it does not provide the Grantee with any interest in any particular location within
the right-of-way; and it does not confer rights other than as expressly provided in the grant hereof.
This Agreement does not deprive the Grantor of any powers, rights or privileges it now has, or may
later acqmre in the future, to use, perform work on or to regulate the use of and to control the
Grantor's Streets covered by this Agreement, including without limitation the right to perform work
on its roadways, right-of-way or appurtenant drainage facilities, including constructing, altering,
paving, widening, grading, or excavating thereof.
C. This Agreement shall not be interpreted to prevent the Grantor from
imposing additional conditions, including additional compensation conditions for use of the Streets
should Grantee provide service other than Cable Service, as described herein.
3.2 Use of Public Streets and Ways
Subject to Grantor's supervision and control, Grantee may erect, instal[, construct,
repair, replace, reconstruct, and retain in, on, over, under, upon, across, and along the Streets within
the Permit Area such wires, cables, conductors, ducts, conduits, vaults, amplifiers, pedestals,
attachments and other property and equipment as are necessary and appurtenant to the operation of
a Cable System for the provision of Cable Service within the Permit Area. Grantee shall comply
with all generally applicable construction codes, laws, ordinances, regulations and procedures, now
in effect or enacted herea~er, and must obtain any and all necessary permits from the City prior to
commencing any construction activities.
3.3 Duration
This Agreement and the rights, privileges and authority granted hereunder shall take
effect on the ~ day of ~ , 2000 (the "Effective Date"), and shall terminate on the ~/'g
day of ~.~, 2010, u~ess lawfully terminated sooner or extended.
3.4 Prior Rights
This Agreement is subject to all prior rights granted by Grantor to any Person other
than Grantee to use any Street, for any purpose whatsoever, including the right of Grantor to use
same for any purpose it deems fit, including the same or similar purposes allowed Grantee
hereunder.
3.5 Grant of Other Agreements
In the event Grantor enters into a franchise, permit, license, authorization, or other
agreement of any kind with any other Person or entity other than the Grantee to enter into the
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Grantor's public ways for the purpose of conslxucting or operating a Cable System or providing
Cable Service to any part of the Permit Area, in which the Grantee is actually providing Cable
Service under the terms and conditions of this Agreement or is required to extend Cable Service to
under the provisions of Section 15 of this Agreement, the material piovisions thereof shall be
reasonably comparable to those contained herein, in order that one operator not be granted an unfair
competitive advantage over another, and to provide all parties equal protection under the law.
3.6 Police Powers
Grantee's rights hereunder are subject to the lawful police powers of Grantor to
adopt and enforce ordinances necessary to the safety, health, and welfare of the public, and Grantee
agrees to comply with all generally applicable laws and ordinances enacted, or herea~er enacted, by
Grantor pursuant to such police powers.
3.7 Effect of Acceptance
By accepting the Agreement, the Grantee: (1) acknowledges and accepts the
Gruntofs legal fight to issue and enforce the Agreemem; (2) acceptS and agrees to comply with
each and every prowsion of this Agreement subjec~ to applicable law; and (3) agrees that thc
Agreement was granted pursuant to processes and procedures consistent with applicable law.
SECTION 4. PERMIT FEE AND FINANCIAL CONTROLS
4.1 Permit Fee
As compensation for the benefits and privileges granted under this Agreement, and
in consideration of permission to use Grantors S~eets, Grantee shall pay as a Permit fee to Grantor
in an amount equal to five percent (5%) of Grantee's Gross Revenues received from the oparation
or,he Cable System to provide Cable Service in the Permit Area. The Grantee shall provide notice
to i~s Subscribers within 30 days of the effective date of ~s Agreement of the increase in the
Permit fee, and shall commence payment of Permit fees to the City in the amount of five percent
upon collection of such fees from the Subscribers, which shall be within 90 days of the effective
date of this Agreement. The Permit fees are m addition to all other fees, assessments, rexes,
charges or paymentS of general applicability that the Grantee may be required to pay under any
federal, state or local taw.
4.2 Payments
Grantee's Permit fee payments to Grantor shall be computed quarterly. Each
quarterly payment shall be due and payable no later than ~rty (30) days after the last day of the
preceding quarter.
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4.3 Acceptance of Payment and Recomputation
No acceptance of any payment shall be construed as an accord by Grantor that the
amount paid is, in fact, the correct amount, nor shall any acceptance of paymems be construed as a
release of any claim Grantor may have for further or additional sums payable or for the
performance of any other obligation of Grantee.
4.4 Quarterly Permit Fee Reports
Each paymem shall be accompanied by a report to Grantor, containing accurate
statements of Grantee's Gross Revenues and the computation of the payment amount.
4.5 Annual Permit Fee Reports
Grantee shall, no later than sixty (60) days after the end of each calendar year,
furnish to Grantor a statement of Gross Revenues and all payments, deductions and computations
for the year just ended. Such statement shall be reviewed and approved by an authorized
representative or employee of Grantee who is a certified public accountant, prior to submission to
Grantor.
4.6 Audits
On an annual basis, upon thirty (30) days' prior written notice, Grantor shall have
the right m conduct an independent audit of Grantee's records reasonably necessary to the
administration or enforcement of this Agreement, in accordance with generally accepted accounting
principles. The City may hire an independent certified public accountant or other qualified Person
to audit the Grantee's revenue records, in which case the Grantee shall make available all necessary
records to the certified public accountant. If the audit shows that Permit fees have been underpaid
by three percent (3%) or more, Grantee shall pay the reasonable cost of the audit. The period of
limitation for recovep] of any Permit fee due hereunder shall be three (3) years from the date on
which the payment by the Grantee was due.
4.7 Interest on Late Payments
In the event that a Permit fee payment or other sum is not received by the Grantor
on or before the due date, or is underpaid, the Grantee shall pay in addition to the payment, or sum
due, interest from the due date at a rate equal to the prime rote of interest as such interest rote is
listed in The Wall Street Journal, plus three percent, on the date the payment was due, until the date
that the GrantOr receives the payment.
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4.8 Costs of Election and Publication
Within 30 days of receipt of an invoice from Grantor, Grantee shall pay the
reasonable cost of any necessary election, the cost of publishing this Agreement and any
amendments thereto, and the cost of publishing notices for public hearings relating to the approval
of this Agreement as such election or publications are reasonably required by applicable law.
4.9 Filing on Termination
If this Agreement terminates for any reason, the Grantee shall file with the Grantor
within ninety (90) calendar days of the date of the termination, a statement of revenues, certified by
a certified public accountant, showing the Gross Revenues received by the Grantee since the end of
the previous fiscal year. Grantee shall provide payment of the remaining amount of Permit fees due
at the time the statement of revenue is provided to the City.
SECTION 5. ADMINISTRATION AND REGULATION
5.1 Authority
Grantor is vested with the power and right to regulate the exercise of the privileges
permitted by this Agreement in the public interest.
5.2 Rates and Charges
All of Grantee's rotes and charges related to or regarding Cable Service shall be
subject to regulation by Grantor to the full extent authorized by applicable federal, state and local
laws.
5.3 No Rate Discrimination
All of Grantee's rates and charges shall be published (in the form of a publicly
available rate card), and shall be nondiscriminatory as to all Persons and organizations of similar
classes, under similar circumstances and conditions. Grantee shall apply its rates in accordance
with governing law, with similar rates and charges for all Subscribers receiving similar Cable
Service, without regard to race, color, familial, ethnic or national origin, religion, age, sex, sexual
orientation, marital, military or economic status, or physical or mental disability, or geographic
location in the Permit Area. Grantee shall make available equivalent Cable Service to all
Residential Subscribers at similar rotes and as authorized by applicable laws. Nothing herein shall
be construed to prohibit:
A. The temporary reduction or waiving of rates or charges in conjunction with
valid promotional campaigns;
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B. The offering of reasonable discounts to senior citizens, the disabled or to
economically disadvantaged citizens; or
C. Grantee from establishing different and nondiscriminatory rates and charges
and classes of service for Commercial Subscribers as allowable by federal law and regulations.
5.4 Filing of Rates and Charges
A. Throughout the term of this Agreement, Grantee shall maintain on file with
Grantor a compleie schedule of applicable rates and charges for Cable Service provided under this
Agreement. Nothing in this subsection shall be construed to require Grantee to file rates and
charges under temporary reductions or wmvers of rates and charges in conjunction with
promotional campmgns, provided that such information shall be made available by Grantee upon
request by Grantor.
B. Grantee shall provide upon request from Grantor a complete schedule of
current rates and charges for any and all Leased Access Channels, or portions of such Channels,
provided by Grantee. The schedule shall include a description of the price, terms and conditions
established by Grantee for Leased Access Channels.
5.5 Late Fees
If the Grantee assesses any kind of fee for late payment, such fee shall be consistent
with federal and state laws and applicable judicial decisions.
5.6 Time Limits Strictly Construed
Whenever this Agreement sets forth a tune for any act to be performed by Grantee,
such time shall be deemed to be of the essence, and any failure of Grantee m perform within the
allotted time may be considered a material violation of this Agreement and sufficient grounds for
Grantor to invoke any relevant provision of this Agreement. However, in the event that Grantee is
prevented or delayed in the performance of any of its obligations under this Agreement by reasons
of a force majeure occurrance such as acts of God (for example, floods, tornadoes or unusually
severe weather conditions), or other reasons beyond the reasonable control of Grantee, Grantee's
performance shall be excused during the force majeure occurrence and Grantee thereafter shall,
under the mrcumsmnces, promptly perform the affected obligations under this Agreement or
procure a substitute for such obligation which is satisfactory to Grantor. The Grantee shall not be
held in default nor noncompliance or suffer any enforcement or penalty relating thereto where such
noncompliance or alleged defaults occurred or were caused by reasons of force majeure. Grantee
shall not be excused by mere economic hardship nor by misfeasance or malfeasance of its directors,
officers or employees.
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5.7 Performance Evaluation Sessions
A. Grantor may hold a regular performance evaluation session within sixty (60)
days following the third anniversary date of the effective date of this Agreement. Such evaluation
session shall be conducted by Grantor.
B. Special evaluation sessions may be held at any time by Grantor during the
term of this Agreement.
C. The evaluation sessions shall be open to the public and publicized in the
same manner as required for all other public hearings by the City.
D. During such evaluation sessions, Grantor will review the Grantee's
performance of the terms and conditions of the Agreement.
E. As part of the regular performance evaluation session, Grantee shall submit
m the Grantor a plant survey report, or map, acceptable to the Grantor which includes a description
of the portions of the Permit Area that are cabled and have all Cable Services available. Such
report shall also include the number of miles and location of overhead and underground cable plant.
If the Grantor has reason to believe that a portion or all of the Cable System does not meet the
applicable FCC technical standards, the Grantor retains the right to appoint a qualified independent
engineer to evaluate and verify the technical performance of the Cable System.
F. During evaluations under this Section. Grantee shall fully cooperate with
Grantor and shall provide such information and documents as necessary and reasonable for Grantor
to perform the evaluation.
5.8 Technology Regulation:
The Grantee and the City recogrdze that as of the effective date of this Permit, the City is not
lawfully permitted to regulate specific technology or the provision of telecommunications
services under the Franchise Permit. In the event that there is a change in federal law or
regulation which allows the City to lawfully regulate the proviston of telephony and/or data
transmission technology over the Cable System, the parties agree that the City shall have the
right to adopt the same standards for regulating the offering of telephony or data services to
which Grantee has agreed in "Applicable Franchise. Renewal Agreements" with any of the five
"Top Performing Communities" in Colorado. "Applicable Franchise Renewal Agreements"
are those agreements Grantee has with Colorado franchising authorities which have been
renewed within one year prior to the fifth anniversary of the effective date of this Permit. The
"Top Performing Communities" are those communities with Applicable Franchise Renewal
Agreements that produced the highest gross cable revenues per customer during the previous
12 months. If such change in the law has occurred~ then within the six months prior to the
fifth anniversary of the effective date of this agreement, City may initiate a proceeding to
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review the Applicable Franchise Renewal Agreements with the five Top Performing
Communities in Colorado. The City shall provide Grantee with 30 days prior written notice
of its intent to conduct such review and the date of such review. The review session shall be
open to the public and notice of the session shall be published in the official newspaper of the
City. During the review, Grantee shall fully participate and cooperate with Grantor and shall
provide without cost to the City such reasonable information and documents as City may
request to perform the review. The City and the Grantee shall each be responsible for their
own costs and expenses .incurred in connection with any review under the provisions of this
paragraph. Pursuant to the review conducted, City may determine to adopt the same standards
for regulating the offering of telephony or data services as Grantee has agreed in Applicable
Franchise Renewal Agreements with any one of the said five Top Performing Communities in
Colorado. Grantee and City shall negotiate an amendment to the Permit within one year of the
City's decision.
SECTION 6. FINANCIAL AND INSURANCE REQUIREMENTS
6.1 Insurance Requirements
A. General Requirement. Grantee must have adequate insurance during the
entire term of this Agreement to protect the City against claims for injuries to Persons or damages
to property which arise l~om, or are connected with this Agreement or involve Grantee's operation
of the Cable System.
B. Insurance Limits. The Grantee shall maintain in full force and effect during
the term of this Agreement, at its own cost and expense, the following coverage:
1. Commercial General Liability: Two million dollars ($2,000,000)
aggregate combined single limit for bodily and personal injury and property damage per
occurrence.
2. Automobile Liability: Two million dollars ($2,000,000) combined
single limit per accident for bodily injury and property damage; and
3. Employer's Liability: Two million dollars ($2,000,000).
6.2 Deductibles and Self-Insured Retention
If Grantee changes its policy m include a self-insured retention, the Grantee shall
give notice of such change m the Grantor. Grantor's approval will be given if the self-insured
retention is consistent w~i~'th standard industry practices. Any deductible or self-insured retention of
the policies shall not in any way limit Grantee's liability re the Grantor.
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A. Endorsements.
1. All policies shall contain, or shall be endorsed so that:
(a) The Grantor, its officers, officials, and employees are to be
covered as, and have the rights of, additional insureds with respect to liability ar/sing out of
activities performed by, or on behalf of, Grantee under this Agreement or applicable law, or in the
Grantee's construction, operation or repair, or ownership of the Cable System;
(b) The Grantee's insurance coverage shall be primary insurance
with respect to the Grantor, its officers, officials, and employees. Any insurance or self-insurance
maintained by the Grantor, its officers, officials, and employees shall be in excess of the Grantee's
insurance and shall not contribute to it; and
(c) Grantee's insurance shall apply separately m each insured
against whom a claim is made or lawsuit is brought, except with respect to the limits of the insurer's
liability.
2. All policies shall contain, or shall be endorsed so that:
(a) The policy shall not be suspended, voided, canceled, or
reduced in coverage or in limits so as to be out of compliance with the requirements of this Section,
nor shall the intention not to renew be stated by the insurance company except after thirty (30) days'
prior written notice, remm receipt requested, has been given to the City Manager.
B. Acceptability of Insurers. The insurance obtained by Grantee shall be
placed with insurers with a Best's rating of no less than "A."
C. Verification of Coverage. The Grantee shall furnish the Grantor with
certificates of insurance and endorsements or a copy of the page of the policy reflecting blanket
additional insured status. The certificates and endorsements for each insurance policy are to be
signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and
endorsements for each insurance policy are to be on standard forms or such forms as are consistent
with standard industry practices. The Grantee hereby warrants that its insurance policies satisfy the
requirements of this Agreement and the City.
6.3 Indemnification
A. Scope of Indemnity. Grantee shall, at its sole cost and expense, indemnify,
hold harmless, and defend the Grantor and its officers, boards, commissions, and employees against
any and all claims, including, but not limited to, third party claims, suits, causes of action,
proceedings, and judgments and settlements for damages or equitable relief arising out of the
Grantee's construction, operation or repair of its Cable System, or m any way arising out of the
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Grantee's enjoyment or exercise of this Agreemem, regardless of whether the act or omission
complained of is authorized, allowed, or prohibited by this Agreemem Without limiting in any
way the Grantee's obligation to indemn/fy the Grantor and its officers, boards, commissions, and
employees, as se~ forth above, this indemnity provision also includes, but is not limited to,
reasonable attorneys' fees, expenses and costs and for damages and liabilities such as:
1. To Persons or property, in any way arising out of or through the acts
or omissions of the Grantee, its contractors, subcontractors and their officers, employees, or agents,
orto which the Grantee's negligence shall in any way contribute;
2. Arising out of any claim for Grantee's invasmn of the right of
privacy; for Grantee's defamation of any Person, firm or corporation; for the Grantee's violation or
inthngement of any copyright, trademark, trade name, service mark, or patent; for a failure by the
Grantee to secure consents from the owners or authorized distributors of programs to be delivered
by the Cable System; or for Grantee's violation of any other right of any Person;
3. Ar/sing out of Grantee's failure to comply with the provisions of any
federal, state or local statute, ordinance, rule or regulation applicable to the Grantee with respect to
any aspect of its business to which this Agreement applies; and
4. Arising from any third party suit, action or litigation, whether
brought by a competitor to Grantee or by any other Person or entity, whether such Person or entity
does or does not have standing to bring such suit, action or litigation for any reason whatsoever,
including, but not limited to, whether it (1) challenges the authority bf the Grantor to issue this
Agreement; or (2) alleges that, in issuing this Agreement, the Grantor has acted in a disparate or
discriminatory manner.
B. Duty to Give Notice and Tender Defense. The Grantor shall give the
Grantee written notice within 10 days of the presentation of any claim and/or of the commencement
of any action, suit or other proceeding covered by the indemnity in this Section. In the event any
such claim arises, the Grantor or any other indemnified party shall tender the defense thereof to the
Grantee and the Grantee shall have the obligation and duty to defend, settle or compromise any
claims arising thereunder, and the Grantor shall cooperate fully therein.
6.4 Bond-
A. Grantee shall provide and maintain in effect a bond in the mount of One
Hundred Thousand Dollars ($100,000.) to secure completion of the 750 MHz Cable System
upgrade. Upon the successful completion of the 750 MHz Cable System upgrade described in
Section 12.1. A, this bond shall be reduced to the amount often Thousand Dollars ($10,000.~ for
the remainder of the term of the Permit. Nothing here'm shall be construed to prevent the Grantee
and the Grantor from mutually agreeing to release or decrease the amount of the bond at any tinae.
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B. At the expiration of the Permit term, and upon Grantee's having met all of its
Permit requirements, Grantor shall release or return the bond either by signing a release form and
returning the form ~o Grantee within ten (I0) business days of receipt of written request, or
returning the bond to Grantee within ten (10) business days of receipt of written request.
SECTION 7. CUSTOMER SERVICE
7.1 Customer Service Standards
Customer Service Standards may be adopted separately by ordinance by the City.
Grantee reserves the right to challenge any Customer Service Standards adopted by the City which
are inconsistent with Grantee's contractual rights under this Agreement. Grantee shall comply with
all customer service standards as set forth by the FCC.
7.2 Subscriber Privacy
Grantee will comply with privacy rights of Subscribers in accordance with federal,
state and local laws.
7.3 Customer Service Center
Throughout the Agreemem term, the Grantee must maintain, at a mini_mm, one (1)
customer service center conveniently located within Pitkin County which will be open during
normal business hours, as defined by the FCC, m provide Subscribers the oppormmty m receive
and pick up Subscriber equipment and to make bill payments and complaints. Grantee shall
maintain its service center so that customer complaints, service requests, information requests and
other concerns can be received by Grantee or an agent of Grantee on a 24-hour, 7 day a week basis
at a local or toll-free telephone number. During normal business hours customers shall be capable
of speaking with an actual customer service agent.
7.4 Emergency Warning System
Grantee shall provide an emergency alert system in accordance with and as required
by applicable laws and FCC regulations. The Grantor shall pennit oniy appropriately ~ralned and
authorized persons to operate the emergency alert system equipment and shall take reasonable
precautions to prevent any use of the Grantee's Cable System in any manner that results in
inappropriate use thereof, or any loss or damage to the Cable System. Except to the extent
expressly prohibited by law, the Grantor shall hold the Grantee, its employees and officers harmless
from any claims arising out of unauthorized or inappropriate use of the emergency alert system by
Grantor, including, but not limited to, reasonable attorneys' fees and costs.
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SECTION 8. REPORTS AND RECORDS
8.1 Open Records
A. Grantor shall have access to, and the right to inspect, any books and records
of Grantee which are reasonably related and necessary to the administration or enforcement of the
terms of this Agreement: Grantee shall not deny Grantor access to any of Grantee's records on the
basis that Grantee's records are under the control of any.parent corpomtiun, Affiliate or a third
party. Grantor may, in wrifmg, request copies of any such records or books. Grantee shall make
such books and records available at its local office within thirty (30) days of written notice from
Grantor requesting access to the records. One copy of all reports and records required under this or
any other Section shall be furnished to Grantor at the sole expense of Grantee. If any of Grantee's
books or records necessary to the enforcement of this Agreement are not kept in a local office and
not made available to Grantor upon written request as set forth above, and if examination of such
records is necessary for the administration or enforcement of this Agreement, then all reasonable
travel expenses incurred in making such examination shall be paid by Grantee.
B. Grantee shall at all times maintain and allow Grantor access to and the right
to review a full and complete set of plans, records and "as built" maps showing the exact location of
all Cable System equipment installed or in use m the Permit Area, exclusive of electronics,
Subscriber drops, and equipment provided in Subscribers' homes. These maps shall be maintained
in a format consistent with standard industry practice.
8.2 Confidentiality
Grantor agrees to treat as confidential any books and records that constitute
proprietary or confidential information under federal or state law, to the extent Grantee makes
Grantor aware of such confidentiality. Grantee shall be responsible for clearly and conspicuously
stamping the word "Confidential" on each page that contains confidential or proprietary
information, and shall provide a brief written explanation as to why such information is confidential
under state or federal law. If Grantor believes it must release any such confidential books and
records in the course of enforcing this Agreement, or for any other reason, it shall advise Grantee in
advance so that Grantee may take appropriate steps to protect its interests. If Grantor receives a
demand from any Person for disclosure of any information designated by Grantee as confidential,
Grantor shall, so far ~ consistent with applicable law, advise Grantee and provide Grantee with a
copy of any written request by the party demanding access to such information within a reasonable
time. Until otherwise ordered by a court or agency of competent jurisdiction, Grantor agrees that,
to the extent permitted by state and federal law, it shall deny access to any of Grantee's books and
records marked confidential as set forth above to any Person.
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8.3 Complaint File and Reports
A. Grantee shall keep an accurate and comprehensive file of any and all written
complaints regarding the Cable System, and Grantee's actions in response to those complaints in a
manner consistent with the privacy rights of Subscribers. Grantee shall, wittfin I0 days of written
request from the City provide an executive summary report, which shall also include the following
information if requested by the City:
I. Nature and type of customer complaints;
An outage log;
3. Any significant construction activities that affect the quality or
otherwise enhance the service of the Cable System, including a construction schedule;
4. Average response time for service calls;
5. New areas constructed and available for Cable Service.
B. Grantee shall also provide quarterly, upon written request, Subscriber
reports to Grantor indicafmg the total number of Subscribers by service categories in such format as
Grantee customarily prepares such reports. Grantor shall also have the right to request such
information as appropriate and reasonably necessary to determine whether or not Grantee is in
compliance with applicable Customer Service Standards. Grantee shall fully cooperate with
Grantor and shall provide such information and documents as reasonably necessary for Grantor to
evaluate Agreement compliance by Grantee.
8.4 False Statements
Any knowing and willful false or misleading statement or representation in any
report required by this Agreement may be deemed a material violation of this Agreement and may
subject Grantee to all remedies, regal or equitable, which are available to Grantor under this
Agreement or otherwise.
SECTION 9. PROGRAMMING
9.1 Broad Programming Categories
Within 30 days of completion of the Cable System upgrade to 750 MHz, Grantee
shall provide at least the following broad categories of programming to the extent such categories
are reasonably available:
A. Educational programming;
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B. Colorado news, weather and information programming;
C. Sports programming;
D. General entertainmem programming;
E. Chiiclren/family-oriented programming;
F. Arts, culture and performing arts programming;
G. Foreign language (i.e., Spanish, etc.)
H. Science/documentary programming;
I. National weather information;
J. Government information programming.
Grantee shall not delete any broad category of programming within its control.
9.2 Parental Control Device
Upon request by any Subscriber, Grantee shall make available a parental control or
lockout device, traps or filters to enable a Subscriber to control access to both the audio and video
portions of any or all Channels. Grantee shall inform its Subscribers of the availability and cost of
the lockout device at the time of their initial subscription and any time thereafter upon request.
9.3 Leased Access Channels
Grantee shall offer Leased Access Channel capacity on such terms and conditions
and rates as may be negotiated with each lessee, subject to the requirements of § 612 of the Cable
Act and the roles and regulations of the FCC.
9.4 Continuity of Service
A. It shall be the right of all Subscribers to continue to receive Cable Service
from Grantee insofar as their financial and other obligations to Grantee are satisfied. Subject to the
force majeure provisions of this Agreement, Grantee shall use its best efforts to ensure that ail
Subscribers receive continuous, uninterrupted Cable Service.
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B. In the event of a change in ownership or in the event a new Cable Operhtor
acquires the Cable System in accordance with this Agreement. Grantee shall cooperate with
Grantor and such new Cable Operator in maintaining continuity ofserviee [o all Subscribers.
9.5 Services for the Disabled
Grantee shall comply with the Americans With Disabilities Act and any
amendments thereto.
SECTION 10. PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS
10.1 Access Channels
As of the effective date of this Agreement, Grantee shall continue to provide one
Downstream Channel for PEG Access. The PEG Access Channel can be used to retransmit signals
in any format which is technically compatible with the Cable System, including by way of example
and not limitation, audio only, video, secondary audio and/or text messages.
10.2 Management and Control of Access Channels
A. Grantor may authorize Designated Access Providers to control and manage
the use of any and all PEG Access facilities, including, without limitation, the operation of PEG
Access Channels. To the extent of such designation by Grantor, the Designated Access Provider
shall have sole and exclusive responsibility for operating and managing such PEG Access facilities.
The Grantor or its designee may formulate roles for the operation of the PEG Access Channels,
consistent with this Agreement. Nothing herein shall prohibit the Grantor from authorizing itself to
be a Designated Access Provider.
B. Grantee shall cooperate with Grantor and Designated Access Providers in
the use of the Cable System and PEG Access Facilities for the provision of PEG Access,
10.3 Additional Channel Capacity and Use
A. Within sixty (60) days after the completion of the Cable System upgrade to
750 MHz or greater, Grantee will make available one (1) additional PEG Access Channel to the
City.
B. Further, at any time after the ill'ch year of this Agreement, the City may
request Grantee to provide one (1) additional PEG Access Channel subject to the following use
criteria. (1) Whenever the PEG Access Channels are in use for PEG Access purposes with first-mn
or second-mn programming during fifty (50) percent of the hours between 10:00 a.m, and 10:00
p.m. five (5) days per week during any consecutive 10 weeks nmning, and (2) the City and a
Designated Access Provider believes that an additional channel is needed, and (3) the City or the
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Designated Access Provider has the ability and resources to produce additional PEG Access
programming, then, Grantor shall give Grantee at least four months written notice and Grantee shall
provide such additional PEG Access Channel. If after one year such additional PEG Access
Channel is not programmed at least twenty-five (25) percent of the hours between 10:00 a.m. and
10:00 p,m., five (5) days per week, the additional PEG Access Channel shall revert back to the
Grantee's use until such time as the need for an additional PEG Access Channel is again shown by
the criteria above.
C. Initially and throughout the term of this Agreement, Grantee shall provide
operating remm capacity sufficient to enable character generated, pre-recorded and live cablecasts
from the GrassRoots studio located at 110 East Hallam S~eet # 132, in Aspen, to the Headend to
enable the distribution of PEG Access programming to Residential Subscribers.
10.4 Relocation of PEG Access Channels
Grantee shall provide Grantor with a minimum of sixty (60) days' notice, and use its
best efforts to provide one hundred twenty (120) days' notice, prior to the time Public, Educational,
and Governmental Access Channel designations are changed. Grantee shall consult with Grantor
prior to making a final determination regarding any changes in PEG Access Channel designations.
Any new Channel designations for the Public, Educational and Governmental Access Channels
provided pursuant to this Agreement shall be in full compliance with FCC signal quality and proof
of performance standards.
10.5 Access Capital Funding
Grantor acknowledges that Grantee made a lump sum PEG Access capital payment of
$150,000 to its Designated Access Provider, GrassRoots. It is Grantee's intent that these funds
shall be used to provide, update and replace PEG Access eqmpment and facilities.
10.6 PEG Access Channels On Lowest Tier
All PEG Access Channels provided to Subscribers under this Agreement shall be
included by Grantee, without limitation, as a part of its Basic Service on its Cable System.
10.7 Change In Technology
In the event Grantee makes any change in the Cable System's signal delivery
technology, which substantially affects the signal quality or transmission of PEG Access services or
programrrfing, Grantee shall, at its own expense, take necessary technical steps, including the
acquisition of all necessary equipment, to ensure that the capabilities of PEG Access services are
not diminished or adversely affected by such change.
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10.8 Technical Quality
Grantee shall maintain all PEG Access Channels at the same level of technical
quality and reliability as all other Channels as required by this Agreement and other applicable
laws, rules and regulations. Grantee shall provide routine maintenance and repair and replace all
Cable System equipment and cable which are necessary to carry a high quality signal to and from
Grantor's and Designated Access Providers' facilities.
SECTION I1. GENERAL STREET USE AND CONSTRUCTION
IL1 Right to Construct
Subject to applicable laws~ regulations, rules, resolutions and ordinances of the
Grantor and the provisions of this Agreement, Grantee may perform all construction in the Streets
for any facility needed for the maintenance, upgrade or extension of Grantee's Cable System.
11.2 General Standard
All work authorized and required hereunder shall be done in a safe, thorough and
workmanlike manner. All installations of equipment shall be permanent in nature, durable and
installed in accordance with good engineering practices.
11.3 Emergency Permits
In the event that emergency repairs are necessary, Grantee shall immediately notify
the Grantor of the need for such repairs. Grantee may initiate such emergency repairs, and shall
apply for appropriate permits within forty-eight (48) hours after discovery of the emergency.
11.4 Compliance with Applicable Codes
A. Tower Specifications. Antenna supporting structures (towers) shall be
designed for the proper loading as specified by the Electronics Industries Association (EIA), as
those specifications may be amended from time to time. Antenna supporting structures (towers)
shall be painted, lighted, erected and maintained in accordance with all applicable rules and
regulations of the Fe~teral Aviation Administration and all other applicable federal, State, and local
codes or regulations.
B. Safety Codes. Grantee shall comply with all federal, State and City safety
requirements, rules, regulations, laws and practices, and employ all necessary devices as required
by applicable law during construction, operation and repair of its Cable System. By way of
illustration and not limitation, Grantee shall comply with the National Electric Code, National
Electrical Safety Code and Occupational Safety and Health Administration (OSHA) Standards.
Cable Television System pormit Agreement
City of Aspen/TCI of Northern New Jersey, Inc.
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11.5 GIS Mapping
Grantee shall comply with any generally applicable ordinances, rules and
regulations of the City regarding geographic information mapping systems for users of the Streets.
Grantee shall provide City with copies of strand and trench maps after the completion of the
upgrade as provided in Section 12 herein.
11.6 Minimal Interference
Work in the Streets, on other public property, near public property, .or on or near
private property shall be done in a manner that causes the least interference with the rights and
reasonable convenience of property owners and residents. Grantee's Cable System shall be
constructed and maintained in such manner as not to interfere with sewers, water pipes, or any other
property of the City, or with any other pipes, wires, conduits, pedestals, structures, or other facilities
that may have been laid in the Streets by, or under, the City's authority. The Grantee's Cable
System shall be located, erected and maintained so as not to endanger or unreasonably interfere
with the lives of Persons, or with new tmprovemems the City may deem proper to make or to
unnecessarily hinder or obstruct the free use of the Streets or other public property, and shall not
unreasonably interfere with the travel and use of public places by the public during the
construction, repair, operation et removal thereof, and shall not obstruct or impede traffic. In the
event of such interference, the City may require the removal or relocation of Grantee's lines, cables,
equipment and other appurtenances from the property in question at Grantee's expense.
11.7 Hazardous Substances
Grantee shall comply with any and ali applicable laws, statutes, regulations and
orders conceming hazardous substances relafmg to Grantee's Cable System.
11.8 Locates
Prior to doing any work in the Streets, Grantee shall g~ve appropriate notices to the
notification association established in C.R.S. Section 9-1.5-105, as such may be amended from time
to tm~e.
11.9 Notice to Property Owners
Except for emergency situations, Grantee shall provide at least three days prior
written notice before commencing work on public or private property. Grantee may provide such
notice by door hangers or other reasonable means,
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11.10 Underground Construction and Use of Poles
A. When required by general ordinances, resolutions, regulations or rules of the
City or applicable State or federal law, Grantee's Cable System shall be placed underground at
Grantee's expense, however a requirement to place facilities underground does not necessarily
preclude the use of ground-mounted appurtenances.
B. Where electric, telephone, and other above-ground utilities are installed
underground at the time of Cable System construction, or when. all such wiring is subsequently
placed underground, all Cable System lines shall also be placed underground with other wireline
service at no expense to the City unless funding is generally available for such relocation to all
users of the Streets.
In areas where either electhc or telephone utility wiring is aerial, the Grantee
may install aerial cable, except when a property owner or resident requests underground installation
and agrees to bear the additional cost in excess of aerial installation.
C. The Grantee shall utilize existing poles and conduit wherever possible.
D. In the event Grantee cannot obtain the necessary poles and related facilities
pursuant to a pole attachment agreement, and only in such event, then it shall be lawful for Grantee
to make all needed excavations in the Streets for the purpose of placing, erecting, laying,
maintaining, repairing, and removing poles, supports for wires and conductors, and any other
facility needed for the maintenance or extension of Grantee's Cable System. All poles of Grantee
shall be located as designated by the proper City authorities.
E. This Agreement does not grant, give or convey to the Grantee the right or
privilege to install its facilities m any manner on specific utility poles or equipment of the City. or
any other Person. Copies of agreements for the use of poles, conduits or other utility facilities must
be provided upon mquast by the City.
F. The Grantee and the City recognize that situations may occur in the future
where the City may desire to place its own cable, telecommunication wiring, or conduit for Fiber
Optic cable in trenches or bores opened by the Grantee. The Grantee agrees to cooperate with the
City in any construction by the Grantee that involves trenching or boring, provided that the City has
first notified the Grantee that it is interested in sharing the trenches or bores in the area where the
Grantee's construction is occurring. The Grantee shall allow the City to lay its cable, conduit and
Fiber Optic cable in the Grantee's trenches and bores, provided the City pays Grantee's incremental
cost of the trenching and boring. The City shall be responsible for maintaining its respective cable,
telecommunication wiring, conduit and Fiber Optic cable buried in the Grantee's trenches and bores
under this paragraph. City shall have the ability to sell or lease its cable, conduit, and Fiber Optic
cable installed pursuant to this paragraph to any third party; provided, however, that in the event the
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third party competes with Grantee, the City or the third party shall reimburse Grantee for its
proportional share of the original entire cost of the trenching and boring.
G. As a condition of issuing a permit for open trenching to any utility, the
City agrees to require the utility to give the Grantee at least 10 days advance written notice of
the availability of the open trench or bore, and provide the Grantee with reasonable access to
the open trench or bore. Likewise. Grantee shall allow utility companies in the City
reasonable access to its open trench and bore, provided the utility shares in the cost of the
wenching and boring. The utility shall be responsible for maintaining its respective cable
conduit and facilities buried in the Grantee's trenches and bores.
11.11 Undergrounding of Multiple Dwelling Unit Drops
In cases of single site Multiple Dwelling Units, Grantee shall min/mize the number
of individual aerial drop cables by installing multiple drop cables underground between the pole
and Multiple Dwelling Unit where determined to be technologically and economically feasible m
agreement with the owners or owner's association of the Multiple Dwelling Units.
11.12 Burial Standards
A. Depths. Unless otherwise required by law, Grantee shall comply with the
following burial depth standards. In no event shall Grantee be required to bury its cable deeper
than electric or gas facilities in the same portion of the Streets:
Underground cable drops from the curb shall be buried at a minimum depth
of twelve (12) inches, unless a sprinkler system or other construction concerns preclude it, in which
case, underground cable drops shall be buried at a depth of at least six (6) inches.
Feeder lines shall be buried at a minimum depth of eighteen (18) inches.
Tnmk lines shall be buffed at a minimum depth of thirty-six (36) inches.
Fiber Optic cable shall be buffed at a minimum depth of thirty-six (36)
inches and a maximum of forth-eight (48) inches.
B. Timeliness. Cable drops installed by Grantee to residences shall be buried
according to these standards within one calendar week of initial installation, subject to weather
conditions and acquisition of any necessary permits, or at a time mutually-agreed upon between the
Grantee and the Subscriber. When freezing surface conditions prevent Grantee from achieving
such timetable, Grantee shall apprise the Subscriber of the circumstances and the revised schedule
for burial, and shall provide the Subscriber with Grantee's telephone number and instructions as to
how and when to call Grantee to request burial of the line if the revised schedule is not met.
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11.13 Electrical Bonding
Grantee shall ensure that all cable drops are properly bonded to the electrical power
ground at the home, consistent with applicable code requirements. All non-conforming or non-
performing cable drops shall be replaced by Grantee as necessary.
11.14 Prewiring
Any ordinance or resolution of the City which requires prewiring of subdivisions or
other developments for electrical and telephone service shall be construed m include wiring for
Cable Systems.
11.15 Repair and Restoration of Property
A. The Grantee shall protect public and private property from damage. If
damage occurs, the Grantee shall promptly notify the property owner within twenty-four (24) hours
in writing.
B. Whenever Grantee disturbs or damages any Streets, other public property or
any private property, Grantee shall promptly restore the Streets or property to at [east its prior
condition, normal wear and tear excepted, at its own expense.
C. Streets and Other Public Property. Grantee shall warrant any restoration
work performed by or for Grantee in the Streets or on other public property for one (1) year. If
restoration is not satisfactorily performed by the Grantee within a reasonable time. the City may,
after prior notice to the Grantee, or without notice where the disturbance or damage may create a
risk to public health or safety, cause the repairs to be made and recover the cost of those repairs
from the Grantee. Within thirty 1.30) days of receipt of an itemized list of those costs, including the
costs of labor, materials and equipment, the Grantee shall pay the City.
D. Public and Private Property. Upon completion of the work which caused
any disturbance or damage, Grantee shall promptly commence restoration of private or public
property, as the case may be, and will use best efforts to complete the restoration within seventy-
two (72) hours, weather conditions permitting, subject to the acquisition of any necessary permits
and considering the nature of the work that must be performed.
11.16 Use of Condnits by the City
Subject to any applicable state or federal regulations or tariffs, the City may install
or affix and maintain w/res and equipment owned by the City for City purposes in or upon any and
all of Grantee's ducts, conduits or equipment in the Streets and other public places, provided that:
(a) such use by the Grantor does not interfere with the current or future use by the Grantee; (b) the
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City of Aspen/TCI of Northern New Jersey, Inc.
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Grantor holds the Grantee harmless against and from all claims, demands, costs, or liabilities of
every kind and nature whatsoever ansing out of such use of said ducts, conduits, or equipment
including, but not limited to, reasonable attorneys' fees and costs; (c) such use by the Grantor is
restricted to non-commemial City purposes; (d) the Grantor takes reasonable precautions m prevent
any use of the Grantee's Cable System in any manner that results in inappropriate use thereof, or
any loss or damage to the Cable System; (e) the Grantor does not use the ducts, conduits or
equipment for any purpose that is in competition with the services offered by the Grantee; and (f) at
the Grantee's sole discretion, the Grantor may be required to pay a reasonable rental fee or
otherevise reasonably compensate the Grantee for the use of such ducts, conduits or equipment,
provided, however, that the Grantee agrees that such compensation or charge shall not exceed
compensation or charges paid by it to public utilities pursuant m the applicable pole attachment
agreement or other authorization relating to the Permit Area. For the purposes of this subsection,
allowable City purposes include, but are not limited to, the use of the structures and installations for
City fire, police, traffic, water, telephone, and/or signal systems, but not for Cable Service in
competition with Grantee.
11.17 Acquisition of Facilities
Upon Grantee's acquisition of Cable System facilities in any Street, or upon the
addition to the City of any area in which Grantee owns or operates any Cable System facility,
Grantee shall, at the City's request, submit to the City a statement describing all facilities involved,
whether authorized by franchise, permit, license or other prior right, and specifying the location of
all such facilities to the extent Grantee has possession of such information. Such facilities shall
immediately be subject to the terms of this AgreemenT.
11.18 Discontinuing lJse of Cable System Facilities
Whenever Grantee intends to discontinue using any facility within the Streets,
Grantee shall submit for the City's approval a complete description of the facility and the date on
which Grantee intends to discontinue using the facility. Grantee may remove the facility or request
that the City permit it to remain in place. Notwithstanding Grantee's request that any such facility
remain in place, the City may require Grantee ro remove the facility f~om the Street or modify the
facility m protect the public health, welfare, safety, and convenience, or otherwise serve the public
interest. The City may require Grantee to perform a combination of modification and removal of
the facility. Grantee ~hall complete such removal or modification in accordance with a schedule set
by the City. Until such time as Grantee removes or modifies the facility as directed by the City, or
until the rights to and responsibility for the facility are accepted by another Person having authority
to construct and maintain such facility, Grantee shall be responsible for all necessary repairs and
relocations of the facility, as well as maintenance of the Sl~eet, in the same manner and degree as if
the facility were in active use, and Grantee shall retain all liability for such facility. If Grantee
abandons its facilities, the City may choose [o use such facilities for any purpose whatsoever
including, but not limited to, PEG Access purposes in which case, Grantee's obligations with
regard to those facilities shall cease.
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11.19 Movement of Cable System Facilities for City Purposes
The City shall have the right to require Grantee to relocate, remove, replace, modify
or disconnect Grantee's facilities and equipment located in the Streets or on any other property of
the City in the event of an emergency or when reasonable public convenience requires such change
(for example, without limitation, by reason of traffic conditions, public safety, Street vacation,
Street eonstmction~ change or establishment of Street grade, installation of sewers, drains, gas or
water pipes, or any other types of structures or improvements by the City for public purposes).
Such work shall be performed by Grantee at the Grantee's expense. Except during an emergency,
the City shall provide reasonable notice to Cramtee, not. to be less than five (5) business days, and
allow Grantee the opportunity to perform such action. In the event of any capital improvement
project exceeding $500,000 in expenditures by the City which requires the removal, replacement,
modification or disconnection of Grantee's facilities or eqmpment~ the City shall provide at least
sixty (60) days' written notice to Grantee. Following notice by the City, Grantee shall relocate,
remove, replace, modify or disconnect any of its facilities or equipment within any Street, or on any
other property of the City. If the City requires Grantee to relocate its facilities located within the
Streets, the City shall make a reasonable effort to provide Grantee with an alternate location within
the Streets. If fnnds are generally made available to users of the Streets for such relocation, Grantee
shall be entitled to its pro rata share of such funds.
If the Grantee fails to complete this work within the time prescribed and to the
City's reasonable satisfaction, the City may cause such work to be done and bill the cost of the Work
m the Grantee, including all costs and expenses incurred by the City due to Grantee's delay. In
such event, the City shall not be liable for any damage to any portion of Grantee's Cable System.
Within thirty (30) days of receipt of an itemized list of those costs, the Grantee shall pay the City.
11.20 Movement of Cable System Facilities for Other Permit Holders
If any removal, replacement, modification or disconnection of the Cable System is
required to accommodate the construction, operation or repair of the facilities or equipment of
another City Permit holder, Grantee shall, after at least thirty (30) days' advance written notice, take
action to effect the necessary changes requested by the responsible entity. Grantee may require that
the costs associated with the removal or relocation be paid in advance by the benefited parry.
11.21 Temporary Changes for Other Permitees
At the request of any Person holding a valid permit and upon reasonable advance
notice, Grantee shall temporarily raise, lower or remove its wires as necessary to permit the moving
of a building, vehicle, equipment or other item. The expense of such temporary changes must be
paid by the permit holder, and Grantee may require a reasonable deposit of the estimated payment
in advance.
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11.22 Reservation of City Use of Streets
Nothing in this Agreement shall prevem the City or public utilities owned.
maintained or operated by public entities other than the City from constructing sewers; grading,
paving, repairing or altering any Street; laying down, repairing or removing water mains; or
constructing or establishing any other public work or improvemem. All such work shall be done,
insofar as practicable, so as not to obstruct, injure or prevem the use and operation of Grantee's
Cable System.
11.23 Tree Trimming
Grantee may prune or cause to be pruned, using proper pruning practices, any tree in
the City's Streets which interferes with Grantee's Cable System. Grantee shall comply with any
general ordinance or regulations of the City regarding tree trimming. Except in emergencies,
Grantee may not prune trees at a point below thirty (30) feet above sidewalk grade until at least a
one (1) week written notice has been given to the owner or occupant of the premises abutting the
Street in or over which the tree is growing. The owner or occupant of the abutting premises may
prune such tree at his or her own expense during this one (1) week period. If the owner or occupant
fails to do so, Grantee may prune such tree at its own expense. For purposes of this subsection,
emergencies exist when it is necessary to prune ro protect the public or Grantee's facilities from
imminent danger only.
11.24 Inspection of Construction and Facilities
The City may inspect any of Grantee's facilities, equipment or construction at any
time upon at least twemy-four (24) hours notice, on a nondisruptive basis and during normal
business hours, or, in case of emergency, upon demand without prior notice. The City does not
waive any rights it may have to charge generally applicable inspection fees therefor. If an unsafe
condition is found ro exist, the City, in addition to taking any other action permitted under
applicable law, may order Grantee, in writing, to make the necessary repairs and alterations
specified therein forthwith ro correct the unsafe condition by a time the City establishes. The City
has the right to correct, inspect, administer and repair the unsafe condition if Grantee fails to do so,
and to charge Grantee therefor.
11.25 Stop Work
A. On notice from the City that any work is being performed conu~y to the
provisions of this Agreement, or in an unsafe or dangerous manner as determined by the City, or in
violation of the terms of any applicable permit, laws, regulations, ordinances, or standards, the work
may immediately be stopped by the City.
B. The stop work order shall:
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I. Be in writing;
2. Be given to the Person doing the work, or. posted on the work site;
3. Be sent to Grantee by overnight delivery at the address given herein;
4. Indicate the nature of the alleged violation or unsafe condition; and
5. Establish conditions under which work may be resumed.
11.26 Work of Contractors and Subcontractors
Grantee's contractors and subcontractors shall be licensed and bonded in accordance
with the City's ordinances, regulations and requirements. Work by contractors and subcontractors
is subject ~o the same restrictions, limitations and conditions as if the work were performed by
Grantee. Grantee shall be responsible for all work performed by its contractors and subcontractors
and others performing work on its behalf as if the work were performed by it, and shall ensure that
all such work is performed in compliance with this Agreement and other applicable law, and shall
be jointly and severally liable for ali damages and correcting all damage caused by them. It is
Grantee's responsibility to ensure that contractors, subcontractors or other Persons performing work
on Grantee's behalf are familiar with th~ requirements of this Agreement and other applicable laws
governing the work performed by them.
SECTION I2. SYSTEM DESIGN
12.1 Subscriber Network
A. Grantee shall upgrade i~s Cable System in the City to 750 MHz and
complete the upgrade on or before December 31, 2001. Upon completion of the 750 MHz upgrade,
the Cable System shall be capable of delivering at least seven~-eight (78) Channels of video
programming services to Subscribers. The System shall have activated two-way and be capable
of carrying a high-speed cable Intemet service.
B. As part of the upgrade, Grantee intends to deploy Fiber Optics to Nodes
that are capable of segmenting to serve no more than six hundred (600) Subscribers per Node.
Grantee may substitute another Wansmisslon material or modify its upgrade design provided that
the same technical benefits in reliability and picture qnality are attained. At such time as the
Grantee bas completed the upgrade described in this section, Grantee shall send written notice to
the City, certifying completion of the upgrade. The City may require the Grantee to provide
information, in the City's reasonably exercised discretion, necessary, to verify the completion of the
upgrade.
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C. Grantee shall retransmit all closed captioned programming received by the
Cable System so long as the closed caption signal is provided consistent with FCC standards.
Grantee shall also retransmit stereo signals as received without any degradation in signal quality.
D. Grantee's construction decisions shall be based solely upon legitimate
engineering decisions and shall not take into consideration the income level of any particular
commumty within the Permit Area.
E. The facilities and equipment of the Cable System mus~ be capable of
delivering high quality signals that meet, or exceed, FCC technical standards. Grantee's Cable
System shall, at all times, meet or exceed the minimum performance standards required by the
FCC.
F. Within thirty (30) days of the commencement of an upgrade, and every
month thereafter, at the request of the Grantor, Grantee and Grantor will meet to discuss the
progress of the construction and installation and will work cooperatively to speed the construction
process and to minimize the impact upon Subscribers. At each meeting, Grantee will provide a
progress report on the construction and installation, detailing Grantee's progress in satisfying the
requirements of this Section.
SECTION 13. INSTITUTIONAL NETWORK
Both Grantor and Grantee shall work in good faith to develop a conceptual design for an
Institutional Network for non-commercial purposes. Grantee will provide to Grantor information
on incremental costs associated with connecting each of the City's designated sites' demarcation
point to the Grantee's fiber backbone node, within 120 days of receipt of the City's plans for use of
the proposed 1-Net. Upon receiving the information on incremental costs, the City shall have forty-
five (45) days to render a decision as to whether m proceed with the Institutional Network at such
cost.
SECTION 14. TESTS
Grantee shall advise Grantor of schedules and methods for testing the Cable System in
order that the tests may be witnessed by representatives of Grantor, and copies of test reports shall
be made available to Grantor upon written request.
Grantee shall also provide Grantor with written reports of the proof of performance tests
and cumulative leakage index tests results upon written request.
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SECTION 15. SERVICE EXTENSION AND CONSTRUCTION
15.1 Service Availability
A. New Construction. Subject to the provisions of subsection B below, Grantee
shall provide Cable Service within one hundred twenty (120) days of request for Cable Service in
newly constructed areas subject to weather conditions and permitting restrictions of the City. For
purposes of this Section, a request shall be deemed made on the date of signing a service
agreement, receipt of funds by Grantee. or receipt of a written request by Grantee. Grantee shall
provide such service:
1. With no line extension charge except as may apply under subsection
B; and
2. For a Standard Installation (.which shall consist of a one hundred
twenty-five (125) foot aerial cable drop) at a nondiscriminatory Standard Installation charge, with
additional charges for a nonstandard installation, computed according to a nondiscriminatory
methodology for such installation.
B. Required Extensions of Service. The Cable System, as constructed as of the
effective date of this Agreement, complies with the material provisions hereof. Whenever the
Grantee shall receive a request for Cable Service from potential customers in a contiguous unserved
area where there are at least twenty-five (25) residences within one (1) cable mile from the portion
of Grantee's trunk or distribution cable which is to be extended, Grantee shall extend its Cable
System to such customer(s) at no cost to said customer(s) for the Cable System extension, other
than the installation or connection fees charged m all customers, provided that such extension is
technically feasible.
C. Customer Charges for Extensions of Service. No customer shall be refused
Cable Service arbitrarily. However, for unusual circumstances, such as a customer's request to
locate the cable drop underground, the existence of more than one hundred twenty-five (125) feet of
distance from distribution cable to connection of Cable Service to customers, or a density of less
than twenty-five (25) residences within one (I) cable mile of Grantee's trunk or distribution cable
which is to be extended, Cable Service may be made available on the basis of a capital contribution
m aid of constmcti0n, including cost of material, labor, and easements. For the purpose of
determining the mount of capital contribution in aid of construction to be borne by the Grantee and
customers in the area in which Cable Service may be expanded, the Grantee will contribute an
amount equal to the construction and other costs per mile, multiplied by a fraction whose numerator
equals the actual number of residences per one (1) cable mile of its trunk or distribution cable and
whose denominator equals twenty-five (25). Customers who request service hereunder will bear
the remainder of the consl~uction and other costs on a pro mm basis. The Grantee may require that
the payment of the capital contribution in aid of construction borne by such potential customers be
paid in advance.
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15.2 Connection of Facilities
Grantee shall, at no cost to Grantor or the building owner, provide at least one (1)
outlet of Basic and expanded basic Cable Service m the following locations which, as of the
effective date of the Agreement, are passed by the Cable System: administrative buildings owned
and occupied by the Grantor, fire station(s), police station(s), schools and libraries. In addition,
Grantee shall provide, at no cost to the building owner, one (1) outlet of Basic and expanded basic
Cable Service to all future administrative buildings owned and occupied by the City, fire station(s),
police station(s), schools and libraries if such future buildings are passed by the Cable System. The
Grantee shall not be required to provide an outlet to such future buildings where a non-Standard
Installation is required unless Grantor or the building owner or occupant agrees ro pay the
incremental cost of the non-Standard Installation. The Cable Service provided shall not be used for
commercial purposes, nor shall such outlets be located in areas open to the public. Outlets of Basic
and expanded Basic Cable Service provided in accordance with this Section may be used to
distribute Cable Service throughout such buildings at the building owner's cost. Grantee shall
provide such free service outlet, provided (a) such distribution can be accomplished without
causing Cable System disruption, and (b) general technical standards can be maintained. The
Grantor shall take reasonable precautions to prevent any use of the Grantee's Cable System that in
any manner results in inappropriate use thereof, or any loss or damage to the Cable System.
SECTION 16. STANDBY POWER
Grantee shall provide standby power generating capacity atthe Cable System Headend
capable of providing at least twelve (12) hours of emergency operation. Grantee shall maintain
standby power system supplies, rated for at least two (2) hours duration, throughout the mink and
' distribution networks.
SECTION 17. PERMIT VIOLATIONS; REVOCATION OF PERMIT
17.1 Procedure for Remedying Permit Violations
A. If Grantor believes that Grantee has failed to perform any obligation under
this Agreement or has failed to perform in a timely manner, Grantor shall first informally discuss
the matter with the Grantee. If these discussions do not lead to resolution of the problem, the
Grantor shall then notify Grantee in writing, stating with reasonable specificity the nature of the
alleged violation. Grantee shall have thirty (30) days from the date of receipt of such notice to:
1. Respond to Grantor, contesting Grantor's assertion that a violation
has occurred; or
2. Cure the violation; or
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3. Notify Grantor that Grantee cannot cure the violation within the
thirty (30) days because of the nature of the violation, and notify the Grantor in writing of what
steps the Grantee shall take to cure the violation including the Grantee's projected completion date
for such cure.
B. In the event that the Grantee falls to cure the violation within the thirty (30)
day cure period, or within the extended cure period projected pursuant to Subsection A. 3. above, if
Grantor intends to continue to pursue this matter, then the Grantor shall set a public hearing. The
Grantor shall provide the Grantee at least ten (10) days prior written notice of such hearing.
C. In the case of any hearing pursuant to this Section, Grantor shall notify
Grantee of the hearing in writing specifying the time, place and purpose of such hearing, and shall
provide Grantee the oppommity to be heard and to present evidence in its defense. The Grantor
shall also hear any other Person interested therein.
D. Subject to applicable federal and state law, if, after the public hearing, set
forth in Subsection C. above, Grantor determines that a violation still exists, Grantor may u 'tflize
one or more of the following remedies:
1. Order Grantee to correct or remedy the violation within a reasonable
time-frame, as Grantor shall determine; or
2. Commence an action at law for monetary damages or impose
liquidated damages pursuant to Section 17.3 below; or
3. In the case of a breach of a material provision of the Agreement,
seek to revoke this Agreement, in accordance with and subject to tiffs Section; or
4. Pursue any other legal or equitable remedy available under this
Agreement or any applicable law.
E. This Agreement shall not be revoked nor shall damages be imposed except
by the Council after notice and hearing pursuant to the provisions of th/s Section.
F. ' The determination as to whether a violation of this Agreement has occurred
shall be within the sole discretion of the Grantor, provided that any such final determination shall
be subject to review by a court of competent jurisdiction under applicable law.
17.2 Revocation
In addition to all other rights and powers retained by the Grantor under this
Agreement or otherwise, the Grantor reserves the right to forfeit and terminate this Agreement and
all rights and privileges of the Grantee hereunder, in whole or in pan, in the event of a violation of a
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material term, provision or condition of this Agreement. A violation of a material term, provision
or condition by the Grantee shall include, but shall not be limited to, the following:
A. Violation of any material provision of this Agreement;
B. A knowing and willful attempt to evade any material provision of this
Agreement or to practice any fraud or deceit upon the Grantor or Subscribers;
C. Failure to complete the 750 MHz Cable System upgrade as provided in
Section 12;
D. Failure to restore service after forty-eight (48) consecutive hours of
interrupted service, except when approval of such interruption is obtained from the Grantor;
E. A knowing and willful and material misrepresentation of fact in the
negotiation of this Agreement; or
F. If Cnantee becomes insolvent, or becomes the subject of a bankruptcy
proceeding.
Should the Grantor seek to revoke the Agreement after following the procedures set
forth above in this Section, the Grantor shall give written notice to the Grantee of its intent. The
notice shall set forth the exact nature of the noncompliance. The Grantee shall have thirty (30) days
from such notice to object in writing and to state its reasons for such objection, In the event the
Grantor has nor received a satisfactory response from the Grantee, it may then commence an
admirfistrative proceeding m accordance with this Section to consider termination of the
Agreement. This matter may be (1) heard by the City Council or (2).either the Grantee or the
Grantor may request that the issue be heard before a disinterested third party mutually agreed upon
by the parties. The Grantor shall cause to be served upon the Grantee, at least sixty (60) days prior
to such heanng, a written notice specifying the time and place of such hearing and stating its intent
to revoke the Agreement.
At the designated hearing, the Grantor and the Grantee shall be provided a fair oppommity
for full participation, including the right to be represented by legal counsel, to introduce relevant
evidence, to require the production of evidence, to compel the testimony of persons as pennitted by
law and to question witnesses. A complete transcript shall be made of such proceed'rog.
Upon completion of the proceeding described above, the Person who conducted the heating
(the City Council or the administrative heating officer) shall issue a written decision setting forth
the reasons for such decision and shall transmit a copy of the decision to the affected parties. If the
decision is rendered by an administrative hearing officer, Grantor may accept, reject, or modify the
decision of the administrative heating officer and shall issue a written statement setting forth the
reasons for its actions. Grantee shall be bound by the Grantor's decision, unless the Grantee
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appeals such determination to an appropriate court, which shall have the power io review the
decision. Such appeal to the appropriate court must be taken within th/rty (30) days of the
Grantee's receipt of the final written determination of the Grantor.
The Grantor may, at its sole discretion, take any lawful action that it deems appropriate to
enforce the Grantor's rights under the Agreement in lieu of revocation of the Agreement.
17.3 Liquidated Damages
A. Amounts. Because the Grantee's fa/lure to comply with certain provisions
of the Agreement will result in injury to the Grantor, and because it will be difficult to estimate the
extent of such injury in certain instances, the Grantor and the Grantee agree to the following
liquidated damages for the following violations. These damages represent both parties' best
estimate of the damages resulting from the specified injury.
1. For failure to timely complete the 750 MHz Cable System upgrade:
$200.00 per day.
2. For all other material violations of this Agreement for which actual
damages may not be ascertainable: $100.00 per day for each provision of this Agreement that is
violated.
B. Notice and Opportunity to Cure. The procedures provided in Section 17,
shall be utilized for notice, the oppommity to cure, and the oppommity for public hearing prior to
the imposition of any liquidated damages.
C. The liquidated damages set forth in this subsection may be reduced at the
discretion of the Grantor, taking into consideration the nature, circumstances, extent and gravity of
the violation as reflected by one or more of the following factors:
1. Whether the violation was unintentional;
2. Whether substantial hahn resulted;
3. Whether there is a history of prior violations of the same or other
requirements;
4. Whether there is a history of overall compliance; and
5. Whether the violation was voluntarily disclosed, admitted or cured.
D. Collection of Liquidated Damages. The collection of liquidated damages by
the Grantor shall in no respect affect:
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1. The Grantee's obligation to comply with all of the provisions of this
Agreement and applicable law; or
2. Other remedies available to the Grantor.
17.4 Removal
A. In the event of lawful termination, expiration or revocation of this
Agreement, Grantor may order the removal of the above-ground Cable System facilities (and such
underground facilities as required by Grantor, in order to achieve reasonable engineering or Street
use purposes), from the Permit Area at Grantee's sole expense within a reasonable period of time as
determined by Grantor. The Grantee shall not be required to' remove its system without having first
had a reasonable oppommity m transfer its sys[em m a third party. Grantor shall have the
oppommity to approve such transfer of the Agreement and Cable System in accordance with the
procedures set forth in Section 19 of th/s Agreement. In removing its plant, structures and
equipment, Grantee shall refill, at its own expense, any excavation that is made by it and shall leave
all Streets, public places and private property in as good a condition as that prevailing prior to
Grantee's removal of its equipment.
B. If Grantee falls to complete any required removal to the satisfaction of
Grantor, Grantor may cause the work to be done and Grantee shall reimburse Grantor for the
reasonable costs incurred within thirty (30) days after receipt of an itemized list of the costs.
17.5 Receivership and Foreclosure
A. At the option of Grantor, subject to applicable law, this Agreement may be
revoked one hundred twenty (120) days a~er the appointment of a receiver or trustee to take over
and conduct the business of Grantee whether in a receivership, reorganization, bankruptcy or other
action or proceeding unless:
1. The receivership or trusteeship is vacated within one hundred twenty
(120) days of appointment; or
2. The receiver(s) or trustee(s) have, within one hundred twenty (120)
days after thek election or appointment, fully complied with all the terms and provisions of this
Agreement, and have remedied all violations under the Agreement. Additionally, the receiver(s) or
trustee(s) shall have executed an agreement duly approved by the court having jurisdiction, by
which the receiver(s) or trustee(s) assume and agree to be bound by each and every term and
provision of this Agreement.
B. If there is a foreclosure or other involuntary sale of the whole or any pan of
the plant, property and equipment of Grantee, Grantor may serve notice of revocation on Grantee
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and to the purchaser at the sale, and the rights and privileges of Grantee under this Agreement shall
be revoked thirty (30) days after service of such notice, unless:
1. Grantor has approved the transfer of the Agreement, in accordance
with the procedures set forth in this Agreement and as provided by law; and
2. The purchaser has agreed with Grantor to assume and be bound by
all of the terms and conditions of this Agreement.
17.6 No Monetary Recourse Against Grantor
Grantee shall not have any monetary recourse against Grantor or its officials, City
Council, boards, commissions, or employees for any loss, costs, expenses or damages arising out of
any provision or requirement of this Agreement or the enforcement thereof, in accordance with the
provisions of applicable federal, state and local law. The rights of the Grantor under this
Agreement are in addition to, and shall not be read to limit, any immunities the Grantor may enjoy
under federal, state or local law.
17.7 Nonenforeement by Grantor
Grantee is not relieved of its obligations to comply with any of the provisions oft/tis
Agreement by reason of any failure of Grantor to enforce prompt compliance. Grantor's
forbearance or failure to enforce any provision of this Agreement shall not serve as a basis to stop
any subsequent enforcement. The failure of the Grantor on one or more occasions to exercise a
right or to require compliance or performance under this Agreement or any applicable law shall not
be deemed to constitute a waiver of such right or a waiver of compliance or performance, unless
such right has been specifically waived in writing. Any waiver ora violation is not a waiver of any
other violation, whether similar or different from that waived.
SECTION 18. ABANDONMENT
18.1 Effect of Abandonment
If the Grantee abandons its Cable System during the Agreement term, or fails to
operate its Cable Sydtem in accordance with its duty to provide continuous service, the Grantor, at
its option, may obtain an injunction requiring the Grantee to continue operations.
18.2 What Constitutes Abandonment
For the purposes of this Agreement, abandonment is defined as:
A. Subject to applicable law, and except for situations beyond the reasonable
ability of the Grantee to control, if the Grantee fails to provide Cable Service in accordance with
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this Agreement over a substantial portion of the Permi~ Area for forty-eight (48) consecutive hours,
unless the Grantor authorizes a ionger interruption of service; or,
B. If the Grantee, for any period, willfuiiy and without cause refuses to provide
Cable Service in accordance with this Agreement.
SECTION 19. PERMIT RENEWAL AND TRANSFER
19.1 Renewal
A. The Grantor and Grantee agree that any proceedings undertaken by the
Grantor that relate to the renewal of Grantee's Agreement shall be governed by and comply with the
provisions of Section 626 of the Cable Act, unless the procedures and substantive protections set
forth therein shall be deemed to be preempted and superseded by the provisions of any subsequent
provision of federal or state law.
B. In addition to the procedures set forth in said Section 626(a), the Grantor
agrees to notify Grantee of the completion of its assessments regarding the identification of future
cable-related community needs and interests, as well as the past performance of Grantee under the
then current Agreement term. Notwithstanding anything to the conu~ry set forth herein, Grantee
and Grantor agree that at any time during the term of the then current Agreement, while affording
the public adequate notice and opportunity for comment, the Grantor and Grantee may agree to
undertake and finalize negotiations regarding renewal of the then current Agreement and the
Grantor may grant a renewal thereof. Grantee and Grantor consider the terms set forth in this
Section to be consistent with the express provisions of Section 626 of the Cable Act.
19.2 Transfer of Ownership or Control
A. The Cable System, its capacity and this Agreement shall not be sold,
assigned, transferred, leased, or disposed of, either in whole or in part. either by involuntary sale or
by voluntary sale, merger, or consolidation; nor shall .title thereto, either legal or equitable, or any
right, interest, or property therein pass to or vest in any Person or entity without the prior written
consent of the Grantor, which consent shall not be unreasonably withheld.
B. The Grantee shall promptly notify the Grantor of any actual or proposed
transfer of the Cable System or the Agreement, or change in, or transfer of, or acquisition by any
other party of control of the Grantee. The word "control" as used herein is not limited to majority
stockholders but includes actual working control in whatever manner exercised. A rebuttable
presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by
any Person or group of Persons of ten pemem (10%) of the shares or ownership interest in the
Grantee, except that this sentence shall not apply in the case of a transfer to any Person or group
already owning at least a ten percent (10%) interest of the shares or ownership in the Grantee.
Subject to Subsection H. below, every change, transfer or acquisition of control of the Grantee shall
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make this Agreement subject to cancellation unless and until the Grantor shall have consented in
writing thereto.
C. The parties to the sale or transfer shall make a written request to the Grantor
for its approval of a sale or transfer and furnish all information required by law and the Grantor.
D. The Grantor shall render a final written decision on the request within one
hundred twenty (120) days of the request, provided it has received all requested information.
Subject to the foregoing, if the Grantor falls to render a final decision on the request within one
hundred twenty (120) days, such request shall be deemed granted unless the requesting party and
the Grantor agree m an extension of time.
E. Within thirty (30) days or.' any transfer or sale, if approved or deemed
granted by the Grantor, Grantee shall file with the Grantor a copy of the deed, agreement, lease or
other written instrument evidencing such sale or transfer of ownership or control, certified and
sworn m as correct by Grantee and the transferee. In the event of transfer of this Agreement, the
transferee shall file its written acceptance agreeing to be bound by all of the provisions of this
Agreement.
F. In revmwing a request for sale or transfer, the Grantor may inquire into the
legal, technical and financial qualifications of the prospective controlling parry or transferee, and
Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer
upon such terms and conditions as it deems reasonably appropriate, provided, however, any such
terms and conditions shall be related to the legal, technical, and financial qualifications of the
prospective controlling party or transferee and to the. resolution of outstanding and unresolved
issues of noncompliance with the terms and conditions of this Agreement by Grantee.
G. The consent or approval of the Grantor to any transfer by the Grantee shall
not constitute a waiver or release of any rights of the Grantor, and any transfer shall, by its terms, be
expressly subordinate to the terms and conditions of this Agreement.
H. Notwithstanding anything to the contrary in this Section, the prior approval
of the Grantor shall not be required for any sale. assignment or transfer of the Agreement or Cable
System to an entity controlling, controlled by or under the same common control as Grantee
provided that the proposed assignee or transferee must show financial responsibility as may be
detennined necessary by the Grantor and must agree in writing to comply with allof the provisions
of the Agreement.
SECTION 20. SEVERABILITY
If any Section, subsection, paragraph, term or provision of this Agreement is
determined to be illegal, invalid or unconstitutional by any court of competent jurisdiction or by
any state or federal regulatory, authority having jurisdiction thereof, such determination shall have
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no effect on the validity of any other Section, subsection, paragraph, term or provision of this
Agreement, all of which will remain in full force and effect for the term of the Agreement.
SECTION 21. MISCELLANEOUS PROVISIONS
21.1 Preferential or Diseriminato~ Practices Prohibited
Grantee shall not discriminate in hiring, employment or promotion on the basis of
race, color, creed, ethnic or national origin, religion, age, sex, sexual orientation, marital stares, or
physical or mental disability. Throughout the term of this Agreement, Grantee shall fully comply;
with all equal employment and nondiscrimination provisions and reqmrements of federal, state and
local law and, in particular, FCC rules and regulations relating thereto.
21.2 Notices
Every notice or response required by this Agreement m be served upon the Grantor
or the Grantee shall be in writing, and shall be deemed to have been duly given to the required party
when placed in a properly sealed and correctly addressed envelope: a) upon receipt when hand
delivered with receipt/acknowledgment, b) upon receipt when sent certified, registered mall, or c)
within five (5) business days after having been posted in the regular mail.
The notices or responses ro the Grantee shall be addressed as follows:
General Manager
TCI of Northern New Jersey, Inc.
201 Aspen Airport Business Center
Aspen, CO 81611
with a copy m:
TCI of Northern New Jersey, Inc.
Attention: Legal Department
4700 South Syracuse, Suite 1100
Denver, CO 80237
All notices or responses to be sent to Grantor shall be addressed as follows:
City of Aspen
Attention: City Manager
130 South Galena
Aspen, Colorado 81611
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The Grantor and the Grantee may designate such other address or addresses fi:om time to time by
giving notice to the other.
21~3 Binding Effect
This Agreement shall be binding upon the parties hereto, their permitted successors
and assigns.
21.4 Authority to Amend
This Agreement may be mended at any time by written agreement between the
parties.
21.5 Governing Law
This Agreement shall be governed in all respects by the laws of the State of
Colorado.
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21.6 Captions
The captions and headings of this Agreement are for convenience and reference
purposes only and shall not affect in.any way the meaning or inmrpretation of any provisions of this
Agreement.
PASSED AND APPROVED BY THE CITY OF ASPEN this oQ~ day of
~ ,2000.
ATTEST CITY OF ASPEN, COLORADO
City~~-~Clerk ~ ' ~ ' ~Y:ame.'~'T~ ~~
Title:
Accepted this 8 day of }kay ,2000 by TCI of Northern New Jersey, Inc., subject
applicable federal, state, and local law.
ATTEST TCI OF NORTHERN NEW JERSEY, INC.
Title:
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