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Home My WebLink AboutOrdinance 2373 NORTH RICHLAND HILLS ORDINANCE NO. 2373 AN ORDINANCE AMENDING ORDINANCE NOS. 1862 AND 2066; GRANTING CONSENT TO THE TRANSFER OF CONTROL OF A CABLE TELEVISION SYSTEM AND FRANCHISE FROM MARCUS CABLE ASSOCIATES, L.L.c. TO PAUL G. ALLEN; AND APPROVING AN ACCEPTANCE AGREEMENT WHEREAS, the City of North Richland Hills granted a cable television franchise to Sammons of Fort Worth, Inc. ("Sammons") pursuant to Ordinance No. 1862, as amended; and WHEREAS, the City's Ordinance No. 2066 consented to the transfer and assignment ofthe Franchise and the cable television system in the City from Sammons to Marcus Cable Associates, L.P. subject to the tenns and conditions set forth in the Ordinance and in an Acceptance Agreement dated November 1, 1995. (The foregoing ordinances and the Acceptance Agreement of November 1, 1995 are hereinafter referred to collectively as the "Franchise"); and WHEREAS, perfonnance of the obligations of the Franchise by Marcus Cable Associates, L.P. was unconditionally guaranteed by Marcus Cable Operating Company, L.P., Marcus Cable Company, L.P. and Marcus Cable Properties, L.P.; and WHEREAS, Marcus Cable Associates, L.P. has converted to a Delaware limited liability company named Marcus Cable Associates, L.L.C., which is the current grantee under the Franchise; and WHEREAS, the other Marcus entities that are guarantors of the perfonnance of the Franchise have also converted to Delaware limited liability companies respectively named Marcus Cable Operating Company, L.L.C. ("MCOC"), Marcus Cable Company, L.L.c. ("MCC") and Marcus Cable Properties, L.L.C. ("MCPLLC"); and WHEREAS, Marcus Cable Associates, L.L.c. is a wholly owned subsidiary of MCOC which is in turn a wholly owned subsidiary ofMCC; and WHEREAS, Charter Communications Holdings, L.L.C., a Delaware limited liability company ("CC Holdings") is or will be the sole owner of MCC; and WHEREAS, CC Holdings is or will be wholly owned by the following entities: MCPLLC, Vulcan Cable, Inc., a Washington corporation ("Vulcan"), Vulcan Cable II, Inc., a Washington corporation ("Vulcan II"), and Charter Communications, Inc. ("Charter"); and WHEREAS, MCPLLC is owned 74.36% by Marcus Cable Properties, Inc., a Delaware corporation ("MCP Inc.") and 25.64% by Vulcan; and WHEREAS, Paul G. Allen is the sole owner ofMCP Inc., Vulcan and Vulcan II and owns 93.25% of Charter, and Allen thereby controls Marcus Cable Associates, L.L.C., the grantee under the Franchise; and WHEREAS, Vulcan is the Manager of MCC pursuant to First Amendment to Operating Agreement dated as of August 25, 1998; and WHEREAS, Charter is managing Marcus Cable Associates, L.L.C. pursuant to a Management Consulting Agreement dated as of October 6, 1998; and WHEREAS, the ownership and control structure as it will exist after the transfer of control is shown in Exhibit A; and WHEREAS, the transfer of control of Marcus Cable Associates, L.L.c. to Allen, the restructuring of the Marcus and Charter cable businesses, and the management of Marcus Cable Associates, L.L.C. by Charter are hereinafter referred to collectively as the "Transaction"; and WHEREAS, MCPLLC and Vulcan submitted an Application for Franchise Authority Consent on FCC Fonn 394 providing certain infonnation with respect to the parties and the proposed transfer; and WHEREAS, MCPLLC, Charter and Vulcan submitted additional information and documents relating to the Transaction and its effect on the provision of cable television service within the City in response to requests of the City; and WHEREAS, the City is relying upon the foregoing infonnation and documents in acting upon the Application for Franchising Authority Consent; and WHEREAS, the City intends to consent to the Transaction, subject to acceptance by Marcus Cable Associates, L.L.c., MCP Inc., CC Holdings, Charter, Vulcan and Vulcan II of the terms and conditions set forth herein, having detennined that such consent is in the best interest of and consistent with the public necessity and convenience of the City; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS: Section 1. The City does hereby consent to the Transaction, including the transfer of control of the Franchise and the cable television system from Marcus Cable Associates, L.L.C. to Paul G. Allen, subject to execution by Marcus Cable Associates, L.L.c., MCP Inc., CC Holdings, Charter, Vulcan and Vulcan II of an Acceptance Agreement in the fonn attached hereto and incorporated herein as Exhibit 1, and subject to execution by Paul G. Allen of an Agreement in the form attached hereto and incorporated herein as Exhibit 2. Section 2. To the extent that this ordinance or the attached Acceptance Agreement and Agreement modify any of the terms and conditions of Ordinance Nos. 1862 or 2066 said ordinances are hereby amended. Except as hereby amended, the provisions of Ordinance Nos. 1862 and 2066 shall remain unchanged. Section 3. This ordinance shall be in full force and effect from and after its passage, publication and written acceptance as above specified; provided however, that this ordinance shall expire and be of no further force and effect on October 31, 1999 if the entire Transaction has not been consummated by that date. Adopted this ~ day of March ,1999. ~M ",\\" \~:; i i¡ '//11/, " ", 'I-JI·· '// ,<~\~'·0,\:~,,~:~;1.1 ~ ~'":~'~i.~) ;~~~. <.'Q..:' :'0- .':':ø ~ .~:. (" ." ~1 ',,(/;:', " ;::;!, i . '.\p ,-::- Ãttést: \- ~ ~ r :-i:o \::¥#0tðt1i ~ ¿'rty Seer.etaI1'····· ,~~ '11//1/ * \\\\" /jl/IIIIII r 1\111111 Mayo : :ODMA \PCDOCS\GRR\263718\ 1 '\ORTH RICHL.·\,\D HILLS AGREE\1ENT Paul G. Allen. as transferl'ç of ultimate control of \tarcus Cable :\ssociates, LLC.. makes the following agreement for the purpose of accepting an ordinance of the City of ~orth Richland Hills ("City") consenting to the transfer of control of the cable television franchise in the City and the restructuring described in an Acceptance Agreement dated _ . 1999. Capitalized \vords and phrases in this Agreement have the meaning set forth in the Acceptance Agreement. 1. Covenants Binding. The promises, covenants, and conditions contained herein inure to the benefit of the City and are binding on Allen. 2. Acknowledgment: Allen acknowledges that the transfer of control and restructuring are expressly subordinate to and will not affect the binding nature of the Franchise and the obligations provided therein, and that the consent of the City to the Transaction does not constitute a waiver or release of any rights of the City. 3. Reliance: Allen acknowledges that the City has consented to the Transaction in reliance upon the representations, documents and information provided by Company, Charter, Vulcan and Allen, all of which are incorporated herein by reference. 4. Alleged Prior Defaults. Allen agrees that he will not contend directly or indirectly that any defaults or failures to comply with the franchise or other matters set forth in 47 use § 546(c)(l)(A) (Communications Act of 1934, Section 626( c)( I )(A) (collectively "Defaults") which may have occurred prior to the Transaction are waived, including but not limited to the following: 4.1. The ability of the City to obtain redress for alleged prior Defaults, such as recovery of any underpayment of franchise fees or obtain refunds for periods prior to the Transaction. 4.2. The ability of the City to enforce in the future any Franchise terms which may not have been enforced in the past. Date: -+.3. The abdlty of the City to consIder alleged Defaults l)((Urnng prior to the Transaction in connection \!, Ith any rene\!' al or nonrenewal of the Franchise. -+.-+. This Section -+ is without prejudice to Company contending that an alleged default or failure to comply either did not occur or has been cured. 5. Continuity of Management. AlIen acknowledges that (a) at the time of submission of the Fonn 394 subscribers residing in the City were experiencing serious and on-going deficiencies in service, (b) the provisions of Exhibit B are in response to these problems, and (c) the City is approving the Transaction and the transfer of control in reliance on the actions taken by Allen and Charter in the interim to improve customer service and in the expectation of continuity of Charter's management to assure that the problems will not recur. Allen has caused the City to be infonned that he intends to keep the present Charter management team in place. 5.1. Allen agrees that if there is any substantial change in Charter's senior management prior to December 31, 2001, then (a) Allen or William D. Savoy, and (b) a top officer of Charter, upon request, will appear in person in a public forum in Tarrant County, Texas (to be held jointly with other cities with whom Allen has made a similar agreement) in advance of the change for the purpose of explaining the change and answering questions. "Substantial change" for purposes of this Section means a change of the CEO of Charter or the senior executive reporting to him or her who is responsible for the systems in Texas managed by Charter. Paul G. Allen ¡:'D\L\ PCDOCS GRR ~63~3ö ! NORTH RlCHLAND HILLS ACCEPTANCE OF TERMS AND CONDITIONS TO TRANSFER OF CONTROL OF A CABLE TELEVISION SYSTEM AND FRANCHISE ("ACCEPTANCE AGREEMENT") This Acceptance Agreement dated as of , 1999 relates to a cable television franchise granted by the City of North Richland Hills ("City") in Ordinance No. 1862 as amended by Ordinance No. 2066 and an Acceptance Agreement dated November 1, 1995. The foregoing ordinances and the 1995 Acceptance Agreement are hereinafter referred to collectively as the "Franchise." Marcus Cable Associates, L.L.C., formerly Marcus Cable Associates, L.P., is the current grantee under the Franchise and is referred to herein as "Company". Company is a wholly owned subsidiary of Marcus Cable Operating Company, L.L.c. Marcus Cable Operating Company, L.L.c. is a wholly owned subsidiary of Marcus Cable Company, L.L.c. Marcus Cable Company, L.L.C. is in turn wholly owned, directly or indirectly, by Marcus Cable Properties, Inc. ("MCP") and Vulcan Cable, Inc., a Washington corporation ("Vulcan"). MCP and Vulcan are wholly owned by Paul G. Allen ("Allen"). The following matters are the subject of this Acceptance Agreement: · Vulcan will become the Manager of Marcus Cable Company, L.L.c. pursuant to First Amendment to Operating Agreement dated August 25, 1998. · Allen has acquired 93.25% ownership of Charter Communications, Inc., ("Charter"), a Delaware corporation that indirectly owns all of the Charter cable television operating entities. Charter has been conducting the day-to-day operations of Company pursuant to a Management Consulting Agreement dated as of October 6, 1998. · Charter Communications Holdings, L.L.c. ("CC Holdings"), a Delaware limited liability company, owns or will own I 00% of Marcus Cable Company, which will continue to own 100% of Marcus Cable Operating Company, L.L.c., which in turn owns 100% of Company and 100% of all other Marcus cable television operating entities. CC Holdings will also have indirect 100% ownership of all Charter cable television operating entities. · CC Holdings will be 100% owned directly or indirectly by MCP, Vulcan, Charter and Vulcan Cable II, Inc. ("Vulcan II"), a Washington corporation. Allen owns 100% of Vulcan II in addition to his ownership of 100% ofMCP and Vulcan and 93.25% of Charter. Vulcan, Vulcan II, Charter, CC Holdings, MCP and Marcus Cable Associates, L.L.c. make this agreement for the purpose of accepting an Ordinance of the City consenting to the transfer of control of the franchise to Allen and the restructuring set forth above, including management of Company by Charter. The structure of ownership and control as it will exist after the transfer of control and the restructuring is set forth in Exhibit A attached hereto. The transfer of control of Company to Allen and the foregoing restructuring, including Charter's management of Company, are referred to collectively herein as the Transaction. 1. Covenants Binding: The promises, covenants, and conditions contained herein inure to the benefit of the City and are binding on MCP, Charter, Vulcan, Vulcan II, CC Holdings and Company. 2. Acknowledgment: CC Holdings, MCP, Charter and Vulcan acknowledge that the transfer of control and restructuring are expressly subordinate to and will not affect the binding nature of the Franchise and the obligations provided therein, and that the consent of the City to the Transaction does not constitute a waiver or release of any rights of the City. 3. Reliance: Company, CC Holdings, MCP, Charter and Vulcan acknowledge that the City has consented to the Transaction in reliance upon the representations, documents and infonnation provided by Company, Charter and Vulcan, all of which are incorporated herein by reference. 4. Customer Service. Company will comply with the customer service and consumer protection provisions set forth in Exhibit B. 5. Prior Defaults. Company, MCP, Charter, Vulcan and CC Holdings agree that they will not contend directly or indirectly that any defaults or failures to comply with the franchise or other matters set forth in 47 USC § 546(c)(I)(A) (Communications Act of 1934, Section 626( c)( 1 )( A) (collectively "Defaults") occurring prior to the Transaction are waived, including but not limited to the following: 2 5.1 The ability of the City to obtain redress for prior Defaults, such as recovery of any underpayment of franchise fees or obtain refunds for periods prior to the Transaction. 5.2 The ability of the City to enforce in the future any Franchise terms which may not have been enforced in the past. 5.3 The ability of the City to consider Defaults occurring prior to the Transaction in connection with any renewal or nonrenewal of the Franchise. 5.4 This Section 5 is without prejudice to Company, MCP, Vulcan or CC Holdings contending that the default or failure to comply has been cured. 6. Validity of Franchise. Charter, MCP, CC Holdings and Vulcan accept and agree to be bound by the terms and conditions of the City Charter, the Franchise and all ordinances applicable to Company's operations after the transfer. Charter, MCP, CC Holdings, Vulcan and Company do not contend that any provision of the Franchise is unlawful or unenforceable, nor are they aware of any ordinance or any provision in the City Charter which they contend is unlawful or unenforceable. The City acknowledges that the Franchise is in full force and effect. 7. Franchise for Cable Only. Company, MCP, CC Holdings, Charter and Vulcan acknowledge that the Franchise is granted solely for the provision of Cable Service including services described in Section 12. 8. Service and Equipment for Public Facilities. 8.1 Following the transfer of control, Charter, MCP, CC Holdings and Vulcan will cause Company to continue to provide the same installations and service without charge to public facilities being provided at the present time, but in all events no less than is required by the Franchise, this Acceptance Agreement or any applicable city ordinance. ) 3 8.1.1 Company will provide funds toward the cost of new character generators or similar equipment in accordance with Schedule 8.1.1 attached hereto. Company's total obligation under this Section 8.1.1 for the City and all other municipalities which have acted with the City in the consent process shall not exceed $75,000. 9. Access to Records: The records and reports of the ITanchise grantee which are to be submitted to the City or otherwise made available for the City (such as for inspection by the City) pursuant to the Franchise or other ordinance or charter provisions of the City shall include records maintained by Charter, Vulcan, CC Holdings and their Affiliates to the extent necessary for the City to discharge its responsibilities under the Franchise, FCC rules or state or local law, or to insure compliance with the Franchise or this Acceptance Agreement. 10. Transaction Transparent to Rates: CC Holdings, Charter, MCP, Company and Vulcan acknowledge that unless expressly provided elsewhere in this Acceptance Agreement (a) the transfer, the consent process, the City's action granting consent, and this Acceptance Agreement and the tenns hereof (other than Sections 18.2, 21.1 and 21.2) do not provide any basis for increasing the amounts paid by subscribers through cost pass-through as so-called "external costs" or as new franchise requirements, (b) the consent process, action, and this Acceptance Agreement do not provide any basis for increasing the amounts paid by subscribers in any other manner, and (c) Company will not separately itemize costs or franchise requirements arising from this Acceptance Agreement on subscriber bills. 11. This Section left blank. 12. Cable Modem. High-Speed Data and Internet Services. The Federal Telecommunications Act of 1996 modified the definition of "cable services" in the Federal Cable Act (Title VI of the Communications Act of 1934,47 USC Section 115 and following). The change addresses cable companies' ability to provide Enhanced, Advanced Cable Services over a Cable System as a cable service (and not as a telephone service, with accompanying telephone regulation.) The Franchise predates and does not reflect this legislative change. Company intends to provide Enhanced, Advanced Cable Services where economically feasible. 4 12.1 To remove any uncertainty on Company' authority to provide Enhanced, Advanced Cable Services the parties agree that Company has the authority to provide Enhanced, Advanced Cable Services under the Franchise and that the revenues therefrom shall be included in gross revenues for the purpose of computing and paying cable franchise fees. 12.2 If Company provides any Enhanced, Advanced Cable Services to residential subscribers within the City, then without any initial or ongoing charge it shall provide the City cable modems and associated access to the Internet with a speed of up to 250 kbs. Such modems and service shall be provided to each City library located within City and to three (3) additional locations specified by the City in City buildings. 13. System Upgrade. If Company has scheduled an upgrade of Company's facilities in the City that has not yet been completed, the estimated completion date is shown on Schedule 13. Company, CC Holdings, MCP, Charter and Vulcan agree that the Transaction will not adversely affect the scope or timing of the upgrade. 14. Continuity of Management. Company, CC Holdings, MCP, Charter and Vulcan acknowledge that (a) at the time of submission of the Form 394 subscribers residing in the City were experiencing serious and on-going deficiencies in service, (b) the provisions of Exhibit B are in response to these problems, and (c) the City is approving the Transaction and the transfer of control in reliance on the actions taken by Allen and Charter in the interim to improve customer service and in the expectation of continuity of Charter's management to assure that the problems will not recur. Allen and Charter have informed the City that they intend to keep the present Charter management team in place. Until the Transaction is completed, Charter will continue to manage Company and the cable television system in the City. 15. Frequency of Rate Increases. Company will not file a submission to increase its rates for basic cable service, equipment, or service calls regulated by the City more than once in each calendar year. 16. Other Matters. 16.1 Conflict: In the event of any conflict between the terms of this Acceptance Agreement and the Franchise or any City Ordinance, that 5 provision which provides the greatest benefit to the City, in the opinion of the City Council, shall prevail. 16.2 Waivers: The parties hereto will join the City in obtaining from the FCC any waivers or other relief from time to time necessary to effectuate the provisions of this Acceptance Agreement. 16.3 Null and Void: At the City's option this Acceptance Agreement and the City's consent to the Transaction shall become null and void in either of the following circumstances. Such option may be exercised prior to completion of the Transaction by the City giving written notice to Company and Vulcan at the addresses designated in the Fonn 394. 16.3.1 If the transfer of control of the Franchise or any other part of the Transaction is not completed on or before October 31, 1999. 16.3.2 If the Management Consulting Agreement dated as of October 6, 1998 pursuant to which Charter is directing the management of Company is tenninated or if Charter's control over Company's operations is materially reduced. 16.4 Costs: Vulcan will cause the City to be reimbursed for its reasonable expenses in connection with the consent process including publication costs and fees of consultants and attorneys. Such reimbursement shall not exceed the aggregate amount of $275,000 plus publication costs for the City and the other municipalities which have acted with the City in connection with the consent process. Reimbursement of costs and fees under this provision shall not be considered a payment of franchise fees, shall not be passed through to subscribers and is subject to the provisions of Section 10. 16.5 Venue and Choice of Law: Venue of any suit under or arising out of this Acceptance Agreement shall be exclusively in Tarrant County, Texas or in the United States District Court for the Northern District of Texas. This Acceptance Agreement shall be construed in accordance with the laws of the State of Texas. 6 16.6 Treatment of Liquidated Damages: Company, CC Holdings, MCP and Vulcan acknowledge and agree that liquidated damages under this Acceptance Agreement (including its Exhibits) and the Franchise do not constitute franchise fees, do not reduce the amounts otherwise payable as franchise fees, and will not be passed through to subscribers. 16.7 Y2K Compliance: By September 30, 1999 Company will become Y2K compliant and will establish and provide the City with a copy of a contingency plan to prevent disruption of mission critical components including customer service matters. 16.8 Wire Maintenance Fee: Company has announced its intention to discontinue the 99¢ optional wire maintenance fee program that Company first implemented in 1998 ("Current Fee") and offer in its place an optional program covering maintenance of both telephone and cable wires for a monthly fee of approximately 99¢ ("New Program"). 16.8.1 If this occurs during or before March 1999: (a) the City will not seek to obtain refunds of amounts collected under the Current Fee; (b) if the City has adopted a Rate Order with respect to the Current Fee, the Rate Order will be deemed to be withdrawn; and ( c) if there is a proceeding pending before the FCC with respect to such a Rate Order Company and the City will jointly request termination of the proceeding. 16.8.2 The City will not challenge the New Program during 1999 if the monthly charge remains under $1.00. 16.9 Rate Orders: Unless a final order of the FCC (affirmed on appeal if an appeal is taken) determines that franchise authority rate orders are automatically stayed by the filing of an appeal to the FCC, Company will implement each rate order adopted by the City unless and until Company obtains an order of the FCC or a court of competent jurisdiction staying the effectiveness of the rate order. Company will reimburse all attorneys fees and other expenses incurred by the City as a result of a violation of this Section 16.9. 7 16.10 Franchise Fee Calculation: Company will comply with the decision of the United States Court of Appeals for the Fifth Circuit in City of Dallas v FCC, 118 F3d 393 (1997). 16.10.1 16.1 0.2 Company will pay the additional franchise fees due under the Fifth Circuit decision with interest and without pass-through to subscribers for the time period from September 1997 until Company implemented the decision. Company will also pay the additional franchise fees due under the Fifth Circuit decision for the period of time from the FCC's decision in United Artists Cable of Baltimore, 10 FCC Rcd. 7250 (1995) to September 1997 together with interest thereon. Company may pass through payments under this Section 16.10.2 to subscribers (other than interest) if and to the extent Company reduced its charges to subscribers as a result of the FCC's decision. 17. Institutional Network : Company shaH provide, construct, operate and maintain an Institutional Network (excluding coders/decoders, interface and other tenninal equipment which wi1l be supplied by Users) that will provide the City and other I-NET Users with Institutional Network Services. The 1- NET shaH be as set forth below. Unless the City agrees otherwise in writing, the I-NET, including the individual fiber optic fibers constituting aH or a portion of it, shaH be owned and maintained by Company but provided for the exclusive use of the City and other I-NET Users and sha11 be provided without any charge to the City or I-NET Users. 17.1 Detailed specifications for the I-NET and the locations to be served are set forth on Exhibit 17. 17.2 Company shaH insta11 and tenninate additional fiber optic pairs ("Incremental I-NET Fiber") in Company's future new and replacement fiber optic insta11ations for use as an I-NET as fo11ows. 17.2.1 City will infann Company in writing from time to time of the additional facilities it would like to have served by an I-NET. 8 Company will use such information in its plans for future fiber installations, where (for example) one routing will pass a facility City would like to have served and another (of comparable cost) would not. 17.2.2 By January 31 of each year Company will provide City with its conceptual plans for new and replacement fiber optic construction for that calendar year. 17.2.3 Company will also provide City from time to time during the year with written notice of conceptual plans for any additional fiber optic construction during that year (or January of the following year). Such notice shall be provided as soon as is feasible. 17.2.4 Upon written request by City, Company will provide City with a conceptual cost estimate (and other information City may reasonably require) of installing Incremental I-Net Fiber along all or a portion of the routes that are a part of such conceptual plans. Such estimates shall be provided as soon as possible after request by City in order that City may have time to obtain approval (such as from its legislative body) to install such Incremental I-Net Fiber. 17.2.5 As to any route where City has requested a conceptual cost estimate, Company shall provide City with the final cost of installing Incremental I-Net Fiber (and such other infonnation as City may reasonably request) as soon as Company's design of the fiber for such route is reasonably complete. City will have 30 days after receipt of the final cost figure to notify Company to install Incremental I-NET Fiber. 17.2.6 The cost of installing Incremental I-NET Fiber shall be computed on an incremental basis, meaning the difference in cost to Company of constructing and installing fiber on a given route (a) with, and (b) without, the Incremental I-NET Fiber. 9 17.2.7 Company shall be reimbursed by City for the cost of installing I-NET fibers under this Section 17.2 computed as set forth in Section 17.2.6. 17.3 I-NET Maintenance. Company shall provide I-NET Users with a reliable level of service, repair and maintenance that at a minimum, meets the following perfannance standards: 17.3.1 Company shall maintain a minimum of 99.5 percent service availability to I-NET Users measured over a period of one year. 17.3.2 Company shall respond to repair requests from an I-NET User for circuits identified as critical pursuant to Section 17.3.4 within 2 (two) hours of the request. Company shall respond to other repair requests within four (4) hours of the request. 17.3.3 Company shall provide ongoing maintenance at its discretion, as it deems necessary. Company shall provide at least one week advance notice to any affected I-NET User of any maintenance requiring temporary interruption of services, except in emergency situations. 17.3.4 Company and the City shall develop a mutually agreeable priority listing of critical circuits and their tenninal locations. When notifying Company of service complaints, an I-NET User shall identify critical circuits requiring priority repair. Company shall escalate repair of critical circuits to the extent reasonable under the circumstances. 17.4 Definitions. 17.4.1 Institutional Network or I-NET means the fiber optic communications network described in Section 17 and Schedule 17 to be constructed and operated by Company for the provision to I-NET Users (but not Cable Service subscribers) of Institutional Network Services. 17.4.2 Institutional Network Services means the provision of usable bandwidth capacity to I-NET Users through fiber optic lines for 10 applications including but not limited to two-way dedicated voice, data, video and telephony channels connecting and interconnecting facilities owned, leased or used by the City, schools, counties, road commissions or other units of state or local government. Other applications include but are not limited to computerized traffic control systems for coordinated traffic control on an area-wide basis; Supervisory Control and Data Acquisition (SCADA) systems for municipally owned water, sewer, gas and electric systems (including street lighting systems); interconnection of facilities serving police, fire and other public safety systems, video arraignment facilities for local courts; interconnection of government buildings for the two or one-way interchange of video signals; and local area networks or wide-area networks connecting governmental buildings, such as for GIS (Geographical Informational Systems) purposes. 17.4.3 I-NET User means and is limited to the City and any school or unit of state or local government designated by the City to receive Institutional Network Services under this Acceptance Agreement. 18. HDTV: Broadcast and cable channels are likely to convert in whole or in part to an HDTV (high definition television) format within the next few years, with channels likely being delivered in both HDTV and conventional analog formats during a transition period. The following provisions address the ability of the City to acquire additional PEG Channels such that one or more Users may have their signals simultaneously delivered by the Cable System in both an HDTV and conventional analog 6 MHz NTSC format for the transition period, and provide funds for Users to convert to an HDTV format. 18.1 Reports: Company shall provide quarterly reports to City on its plans and progress for HDTV conversion, including the number of channels to be converted, date, equipment changes, formats to be used and other information reasonably necessary for the City to be able to plan an appropriate and potentially concurrent conversion of PEG Channels and facilities to HDTV format. 18.2 Grant: After the date when Company provides at least fifty (50) channels in one or more of several high definition television (or 11 successor) formats, as such formats may from time to time be adopted or in effect ("HDTV Format"), then upon request from City Company shall provide a Capital Facilities grant to City sufficient for Users to convert all their facilities and equipment (including but not limited to studios, vans, video, audio, lighting, control, storage and editing equipment) to the HDTV Format selected by City but with the amount of such grant not to exceed 30¢ per customer per month when amortized over Company's subscribers as of the end of the calendar quarter preceding the date when the grant is made, using straight line amortization without interest for the lesser of five (5) years or the remaining term of the Franchise. City shall allocate the grant among Users for such purpose as City deems is in the public interest. Company shall modify the cable system whereby Company receives PEG signals from each User (for redistribution on its Cable System) so as to be capable of receiving and accepting the User's signals. City shall co- ordinate with Company to ensure that the HDTV Format selected by City is compatible with the format employed by Company. 18.3 Temporary Additional PEG Channels: After the date when Company provides at least fifty (50) channels in HDTV Format, City may from time to time request, and Company shall provide, one additional PEG Channel so as to allow, to the extent deemed appropriate by City, PEG Channel simulcasting in both 6 MHz analog NTSC format and in an HDTV Format. Company need no longer provide the additional PEG Channel described in the preceding sentence when Company no longer provides any channel of programming on the Cable System in 6 MHz NTSC analog format. 18.4 Allocation of PEG Channels: As of the effective date of this Acceptance Agreement City may allocate and reallocate PEG Channels as follows: City may at any time on six (6) months notice to Company allocate or reallocate the usage of the PEG Channels among and between different uses and Users. This expressly may include City removing a User or PEG Channel, replacing a User or PEG Channel, requiring several different persons to share or jointly use a given PEG Channel or conversely allowing one or more persons currently sharing such a channel to have a channel on which they are the sole User. 12 19. Leased Access and PEG Channels: The need for a PEG Channel can be removed by Company providing the User designated by City of such current or prospective PEG Channel with an otherwise identical leased access channel, so long as the leased access rate for such User is One Dollar ($1.00) per year. In the event the preceding sentence is exercised it shall be applied first to educational channels and then to public channels. If applied to such channels the channel number on which they are carried shall not be changed and such channels shall be included in the basic tier of service and shall be listed in Company's program guide or comparable listing with an appropriate description, such as "City of Fort Worth Channel" or "Fort Worth Public Schools ChanneL" The need for a PEG Channel is removed only so long as the User in question in fact is provided with such leased access channel. 20. Transfer. City consent in advance shall be required for a transfer of control of Company, which shall include, but is not limited to, any of the following: 20.1 Any change in limited partnership interests, non-managing limited liability company interests, or non voting stock representing thirty percent or more of the equity interests in the entity in question. 20.2 Any option, right of conversion or similar right to acquire interests constituting control without substantial additional consideration (such as compared to consideration previously provided). 20.3 Any change in the effective control of Company including that described in 47 C.F.R. § 76.501 and following (including the notes thereto but excluding footnote 2f) as in effect on the date of this Acceptance Agreement. 20.4 A transfer by Paul G. Allen of any interest in MCP, Vulcan, Vulcan II or Charter other than to an entity at least 80% owned by him that assumes the guarantees provided in Section 23. 20.5 Any transfer or transfers such that the direct and indirect ownership of Allen in CC Holdings is less than 70%. 20.6 Any acquisition of more than 10% ownership of CC Holdings by a person or entity (or a group of persons or entities acting together) other than Allen or entities wholly or more than 80% owned by Allen. 13 21. Special Provisions: 21.1 Pursuant to Section 10(k) of the Franchise Ordinance Company will provide one cable modem and associated access to the Internet to the Birdsville Independent School District at the new High School at Midcities Blvd. under the terms of Section 12.2 in addition to those specified in Section 12.2. 21.2 With respect to the Citicable Channel in the City (a) Company will use its best efforts to continue the present location on channel 7 (and will pay all notice, printing and other costs in connection with any change in channel location), and (b) Company will provide the necessary equipment and facilities to allow Citicable Channel 7 and BISD channel 50 to broadcast live from the BISD StadiumlFine Arts complex and to allow two-way audio/video capabilities. 22. Definitions. The following definitions shall apply for the purpose of this Acceptance Agreement and its Exhibits. 22.1 Affiliate means any individual, partnership, association, joint stock company, limited liability company, trust, corporation, or other person or entity who owns or controls, or is owned or controlled by, or is under common ownership or control with the entity in question. 22.2 Capital Facilities means PEG Channel and I-NET related facilities and equipment including fiber lines, studios, production facilities, vans and cameras or other property having a useful life of more than one year, as well as any expenditures which increase or add to the value of the facilities or equipment, adapt the facilities or equipment to new or different uses, or maintain, restore, extend or prolong the useful life of such facilities or equipment. 22.3 Cable Service means 22.3.1 The one-way transmission to all subscribers of (i) Video Programming, or (ii) other programming services, by which is meant information which Company makes available to all subscribers generally, such as digital cable radio service, and 14 22.3.2 Subscriber interaction, if any, including but not limited to that which is used for the selection or use of such Video Programming or other programming services, selecting from various on-screen options, use of Enhanced, Advanced Cable Services, game channels, interactive services, downloading programs or data access, or ordering merchandise, and 22.3.3 Institutional Network Services. 22.4 Cable System or System means a facility consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide Cable Services to multiple subscribers within the franchised area, but such term does not include (i) a facility that serves only to re-transmit the television signals of one or more television broadcast stations; (ii) a facility that serves subscribers without using any public right of way; (iii) a facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the Communications Act of 1934, as amended, except that such a facility shall be considered a Cable System (other than for purposes of Section 621(c) of such Act) 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 services; (iv) an open video system that complies with Section 653 of Title VI of the Communications Act of 1934, as amended; or (v) any facilities of any electric utility used solely for operating its electric utility system. 22.5 Enhanced. Advanced Cable Services means enhanced services, information services, Internet protocol (IP) telephony, high speed data service, Internet access and Internet service (such as that of an Internet service provider). 22.6 KÇ means the Federal Communications Commission. 22.7 I-NET User has the meaning set forth in Section 17.4.3. 22.8 Institutional Network or I-NET has the meaning set forth in Section 17.4.1. 15 22.9 Institutional Network Services has the meaning set forth in Section 17.4.2. 22.10 PEG Channels means the public channels, educational channels and government channels provided by Company on the cable system under the Franchise, this Acceptance Agreement, or applicable ordinance, and shall include leased access channels provided pursuant to Section 19 herein. 22.11 User means a person authorized to operate or use a PEG Channel (or a leased access channel provided in lieu of a PEG Channel under Section 19) or the I-NET, and shall include City. If severa] persons share the operation of a PEG Channel each person shall be a separate User. 22.12 Video Programming means programming provided by, or generally considered comparable to programming provided by, a television broadcast station. 23. Guarantee. Marcus Cable Properties, Inc., Vulcan Cable, Inc., Vulcan Cable II, Inc., Charter Communications, Inc. and Charter Communications Holdings, L.L.c. hereby jointly and severally unconditionally guarantee performance of the obligations of the Franchise and of this Acceptance Agreement by Company. Vulcan Cable, Inc. By: Vulcan Cable II, Inc. By: 16 Marcus Cable Associates, L.L.C. By: Marcus Cable Properties, Inc. By: Charter Communications, Inc. By: Charter Communications Holdings, L.L.c. By: 17 ::;'\ ::;'\ ::;'\ r-- » .... :3 ::I .... ..0 o :..L. -;j o '" :> o ~ o .... ~ u -ª tI) ~õ - .b - C :- 0 =::u - --;j -C ~ ~ .... 0. ,... -;¡; .... 11.) ~ o I I , I . 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U) 1-0 ¡¡ 1-0 11.) 0. ~ ~ .....J >. § 0.. a o U 11.) ~ u . .'3 ,¿. ..c: >-.'; .0 Q) -0-0 Q) r;: ~ 11.) ~ 'E o .- ~ .~ o .... 0...... o . -;>. U) _ .- 11.) . > U·= '0 ...J Q) ....i= ~ 8 ~. :- r;: 0 .- r;: -0_ ..... ~ o U) ::r: r;: U) .g r;:.... o ~ ..... ..- ~ r;: o ::I .- E § E E 0 au o 1-0 u~ 1-0 ~ 11.) .... FiJ , ~ U) ::I C,) a ~ c.... o 1-0 11.) t¡l) ~ § ~ 11.) ..c: .... <I) .,- C,) t: ...... ~ ~ u c ~ U ::I > * * * EXHIBIT B TO ACCEPTANCE AGREEMENT CUSTOMER SERVICE AND CONSUMER PROTECTION 1. Customer Service Standards: Company shall at all times comply with the more stringent of the customer service and consumer protection provisions of this Exhibit B, the Franchise and the FCC. This requirement is in addition to the specific provisions of subsequent sections set forth below. 1.1 Company shall continue to comply with the National Cable Television Association's On-Time Customer Service Guarantee, a copy of which is attached as Exhibit B I. The guarantee promises on-time service calls or the customer receives $20.00, and on-time installation calls or the customer receives a free installation. The $20.00 may be in the form of a credit. 1.2 Company may provide the Customer Bill of Rights of Charter to its subscribers in the City. 2. City Monitoring: In addition to free outlets, free cable service or services otherwise required by the Franchise, Company shall provide one service outlet (which shall be at the Cable Administrator's office at City Hall, unless otherwise specified by City) that shall receive without charge all programming (and any other Cable Services) provided by Company, including services of a premium, pay per view or other nature. Such service shall be provided in such a manner that City may monitor the programming and use of the cable system for compliance with the Franchise, this Acceptance Agreement, FCC technical standards, and applicable law. The services provided pursuant to this Section 2 shall be in a secure office location and not in a location open to public viewing. 3. Scrambling/Blocking: Upon completion of the planned system upgrade to 860 MHz, Company shall at all times scramble both the audio and video portions of all channels with predominately adult oriented programming. 3.1 Upon request by a subscriber, Company shall entirely block such subscriber from receiving both the audio and video portion of any channel with predominantly adult oriented programming with devices 19 such as a notch filter which prevent the frequencies contaInIng a specific channel or channels from being transmitted into the subscriber's premises. 4. Pay Per View: Subscribers shall be given the options of (a) not having pay per view or per program service available at all or (b) only having such service provided upon the subscriber providing a security number selected by an adult representative of the subscriber. 5. Notification: Company shall provide written information on at least each of the following matters (a) at the time of installation or reinstallation of service, (b) annually to all subscribers, and (c) at any time upon request of a subscriber or the City. The information shall be dated with the printing, revision, or effective date. 5.1 Products and services offered. 5.2 Prices (rates) and options for Cable Services and conditions of subscription to Cable Service. Prices shall include those for programming, equipment rental, program guides, installation, disconnection, processing charges for late payment and other fees charged by Company. 5.3 Installation and service maintenance policies. 5.4 Instructions on how to use Cable Services, including procedures and options for pay per view, premium channels and connection to a VCR. 5.5 Channel positions of programming carried on the cable system, including a listing specific to the City showing the channel names and numbers actually available to subscribers in the City. 5.6 Billing and complaint procedures with a notice for the subscriber to initially contact Company with complaints and questions. 5.7 Applicable privacy requirements as set forth in the Franchise or provided for by law. 20 5.8 The availability of lockout devices and the ability to have a channel entirely blocked or trapped (Section 3.1). 5.9 The refunds and free service available for violations of Sections 10 and 12 and how to obtain same. 5.10 The procedure for resolving signal quality problems set forth in Section 20.2. 6. Notice of Changes: Subscribers and the City shall be notified of any changes in rates, Cable Services or channel positions as soon as possible through announcements on the cable system or in writing. Company will notify City in advance of notifying subscribers and will make every effort to notify City forth-five (45) days in advance of a change. Unless a longer time period is required by applicable law or regulation, notice must be given to subscribers a minimum of thirty (30) days in advance of such changes if the change is within the control of Company and as soon as possible if not within the control of Company. In addition, Company shall notify subscribers and the City thirty (30) days in advance of any significant changes in the matters covered by the preceding Section 5. Notifications provided pursuant to this Section shall be dated with the printing, revision or effective date. 7. Telephone Service Standards: 7.1 Company shall have a local or toll-free telephone number available for use by subscribers toll-free twenty-four (24) hours per day, seven (7) days per week. 7.2 The local or toll-free numbers shall be listed, with appropriate explanations, in the directory published by each local telephone company and in any significant directories published by others. 7.3 Trained Company Representatives shall be available to respond to subscriber telephone inquiries twenty-four (24) hours per day, seven (7) days per week. 7.3.1 As to video service matters, the tenn "Trained Company Representatives" shall mean employees of Company who have the authority and capability while speaking with a subscriber to, 21 among other things, answer billing questions, adjust bills, and schedule service and installation calls. 7.4 Under Nonnal Operating Conditions, telephone answer time by a Trained Company Representative, including wait time, shall not exceed thirty (30) seconds from when the connection is made. If the call needs to be transferred, the time to complete the transfer time shall not exceed thirty (30) seconds. These standards shall be met no less than ninety percent (90%) of the time under Nonnal Operating Conditions, measured on a quarterly basis. 7.5 Under Nonnal Operating Conditions, the subscriber shall receive a busy signal less than three percent (3%) of the time, measured on a quarterly basis. 8. Office/Home Delivery-Pick Up: 8.1 Company shall maintain a "virtual office" within the City consisting of (a) a toll-free telephone number which all subscribers in the City can access twenty-four (24) hours per day, seven (7) days per week to register complaints or ask questions concerning Cable Service, billing matters or the cable system, (b) one or more conveniently located bill payment offices within the City (unless no location within the City is available) where subscribers can pay their bills, and (c) delivery and pickup by Company of converter boxes, remotes and similar Company- provided customer premises equipment at no charge to subscribers (excluding customer initiated disconnects). 9. Installation Standards: Under Nonnal Operating Conditions, installations located up to one hundred fifty (150) aerial feet from the existing distribution cable system shall be perfonned within seven (7) business days after an order has been placed no less than ninety-five percent (95%) of the time, measured on a quarterly basis. 10. Installations/Service Calls: The following shall apply to subscribers (current or new) requesting installations or service: 22 10.1 Installations and service calls shall be available at a minimum from 8 AM to 7 PM Monday through Saturday. Company shall at the subscriber's option either (1) schedule the subscriber to be the first call of the day or last call of the day on a first come, first served basis, (2) schedule the appointment for a date certain on a "call to meet" basis where as the service technician finishes his/her prior task, the technician calls the subscriber and arranges to meet the subscriber shortly thereafter, or (3) establish an appointment window of no more than three (3) hours with the subscriber (or adult representative of the subscriber) or another appointment window mutually agreed upon between the subscriber and Company. 10.2 Company shall respond to the request for service in accordance with the option selected by the subscriber. 10.3 Company shall not cancel an appointment with a subscriber after 5 PM on the business day prior to the scheduled appointment. 10.4 If Company's technician is running late for an appointment with a subscriber and will not be able to keep the appointment as scheduled, the subscriber shall promptly be contacted. The appointment shall be rescheduled, as necessary, at a time which is convenient for the subscriber. 10.5 In the event access to the subscriber's premises is not made available to Company's technician when the technician arrives during the established appointment window, the technician shall leave written notification stating the time of arrival and requesting that Company be contacted again to establish a new appointment window. 10.6 Notwithstanding the foregoing, if Company's technician or service representative telephones the subscriber during or prior to the appointment window and is advised that the technician will not be given access to the subscriber's premises during the appointment window, then the technician shall not be obliged to travel to the subscriber's premises or to leave the written notification referred to above, and the burden shall again be upon the subscriber (or adult representative of the subscriber) to contact Company to arrange for a new appointment. 23 10.7 Except as otherwise provided above, Company shall be deemed to have responded to a service or installation request under the provisions of this section when a technician arrives at the service location or is advised by telephone no access will be given. 10.8 Company's service technician or service representative shall take adequate time on each service call to address or correct the problem in question. 10.9 In the event that Company ceases to provide the NCT A On-Time Customer Service Guarantee (Exhibit B 1) a violation by Company of the provisions of this Section 10 shall automatically entitle the subscriber to one month of free basic service and (if currently purchased by the subscriber) one month of free cable programming service (as defined in 47 C.F.R. § 76.901). 10.10 Under Normal Operating Conditions, Company shall meet the standards of Section 10.1 through 10.3 no less than ninety-five percent (95%) of the time, measured on a quarterly basis. 11. Service Call Charges: No charge shall be made to the subscriber for any service call relating to Company owned and Company maintained equipment after the initial installation of Cable Service unless the problem giving rise to the service request can be demonstrated by Company to have been: 11.1 Caused by negligence or malicious destruction of cable equipment by the subscriber, or 11.2 A problem established as having been non-cable in origin. 12. Service Interruptions: 12.1 Under Normal Operating Conditions, Company shall meet the standards of Sections 12.2 and 12.4 no less than ninety-five percent (95%) of the time measured on a quarterly basis. 12.2 Under Normal Operating Conditions, Company shall begin working on a Service Interruption promptly and in no event later than twenty-four (24) hours after the interruption becomes known to Company. 12.3 "Service Interruption" means the loss of picture or sound on one or more cable channels, affecting one or more subscribers. 24 12.4 Under Normal Operating Conditions, Company shall begin working on subscriber complaints involving impairment or degradation of signal quality (other than a Service Interruption) promptly and in no event later than the next business day after the problem becomes known to Company. 12.5 Company shall be deemed to have begun work under the provisions of this section when a technician arrives at the service location. 12.6 Company shall provide affected subscribers, upon request by the City or the subscriber, with one day's free service (equivalent to the service they were receiving at the time of the interruption) for each day or portion thereof of Service Interruption. 13. Log of Complaints: Company shall maintain a written log, or an equivalent stored in computer memory and capable of access and reproduction in printed form, of a random sampling of all cable-related customer Complaints within the City that are referred to Company's Customer Care Group. Such log shall be in form and substance acceptable to the City and at minimum list the date and time of each such Complaint, identify the customer to the extent allowed by law, and describe the nature of the Complaint and when and what actions were taken by Company in response thereto. The log shall be organized by City. The log shall be kept at Company's office in or near the City for a period of at least two (2) years and shall be available for inspection during regular business hours by the City upon request. 14. Bills: Company shall comply with the following on Cable Service billing: 14.1 Bills shall be issued monthly to each subscriber with a balance due or change of service. 14.2 Bills shall be clear, concise and understandable. Bills shall be fully itemized, with itemizations including, but not limited to, basic service, cable programming service, premium service charges and equipment charges. Bills shall also clearly delineate all activity during the billing period, including optional charges, rebates, credits, and late charges. 14.3 Each bill shall prominently display Company's local or toll-free telephone numbers available for use by subscribers. If a bill has more than one portion (for example, one portion that is kept by the customer and one portion that is sent to Company) the numbers shall prominently 25 appear on the front side of the portion of the bill retained by the customer. 14.4 Company shall respond in writing to all written complaints from subscribers regarding billing matters within thirty (30) days. 14.5 Company shall not disconnect a subscriber for failure to pay legitimately contested charges during a billing dispute. However, during a billing dispute Company may disconnect a subscriber for failure to pay charges that are not contested. 14.6 The City shall be given thirty (30) days advance notice of any change in the format of bills. 15. Refunds and Credits: Refund checks for Cable Service shall be issued promptly, but no later than either: 15.1 The subscriber's next billing cycle following resolution of the request or thirty (30) days, whichever is earlier, or 15.2 If service is terminated, 30 days after return of equipment owned by Company or at the time of the next billing cycle, whichever is earlier. 15.3 Credits for Cable Service shall be issued no later than the subscriber's next billing cycle following a determination that a credit is warranted. 16. Late Payment for Cable Service 16.1 Each bill shall specify on its face in a fashion emphasizing same (such as bold face type, underlined type or a larger font): "For payments received after [date] a $ processing fee for late payment may be charged. " 16.2 No processing fees for late payment, however denominated, shall be added to a subscriber's bill less than twenty-one (21) calendar days after the mailing of the bill to the subscriber. 16.3 No processing fees for late payment, however denominated, shall be added to a subscriber's bill by reason of delay in payment other than those described in this Section 16. All such charges shall be separately stated on the subscriber's bill and include the word "late" in the description of them. 26 16.4 There have been negotiations in connection with this Acceptance Agreement regarding the appropriate amount of fees that may be charged for late payment. The parties have agreed to withdraw this issue from consideration without prejudice to any claims and defenses. 17. Disconnection 17.1 Company shall not disconnect a subscriber for failure to pay until at least forty-five (45) days have elapsed after the due date for payment of the subscriber's bill and Company has provided at least ten (10) days written notice separate from the monthly bill to the subscriber prior to disconnection, specifying the effective date after which Cable Services are subject to disconnection. 17.2 Company may disconnect a subscriber at any time if Company in good faith believes that the subscriber has tampered with or abused Company's equipment, that there is a signal leakage problem (or other non-compliance with FCC rules or other standards which poses a risk to lives or property) on the subscriber's premises, or that the subscriber is or may be engaged in the theft of Cable Services. 17.3 Company shall promptly disconnect any subscriber who so requests disconnection. No period of notice prior to requested tennination of service shall be required of subscribers by Company. No charge shall be imposed upon the subscriber for or related to disconnection or for any Cable Service delivered after the effective date of the disconnect request (unless there is a delay in returning Company equipment). If the subscriber fails to specify an effective date for disconnection, the effective date shall be deemed to be the day following the date the disconnect request is received by Company provided that Company equipment has been returned. 17.4 The tenn "disconnect" shall include customers who elect to cease receiving Cable Service from Company and to receive Cable Service or other multi-channel video service from another person or entity. 18. Truth In Advertising: Company's bills, advertising and communications to its current or potential subscribers shall be truthful and shall not contain any false or misleading statement. F or the purposes of the preceding, a statement is false or misleading if it contains an untrue statement of any material fact or omits to state a material fact necessary in order to make the statements made, 27 in the light of the circumstances under which they were made, not misleading. 19. Reports: Company shall provide reports to the City monthly (by the 15th business day of the following month) and quarterly (by the 15th business day of the following quarter) as follows: 19.1 The reports shall include the following fonns currently used by Charter or otherwise in fonn and substance acceptable to the City, showing on a consistent basis, fairly applied, Company's compliance with customer service standards. 19.1.1 System Statistics Report, Exhibit B2, which covers customer service matters. 19.1.2 Monthly Report of Service Calls by Reason, Exhibit B3, which shall include an explanation of the categories of reported reasons. 19.1.3 Monthly Outage Summary by Franchise, Exhibit B4. 19.1.4 Monthly Service Call Availability Analysis and Installation Call Availability Analysis, Exhibit B5. 19.1.5 Monthly Customer Call Sample Report, Exhibit B6, both by City and on an overall basis, showing the results of a random sampling of customer complaints referred to Company's Customer Care Group. 19.1.6 Monthly Call Center Perfonnance Report, Exhibit B7 (excluding the 2% "assumed" adjustment). 19.2 Such reports shall show Company's perfonnance excluding periods that were not Nonnal Operating Conditions ("Abnonnal Operating Conditions") and if Company contends any such conditions occurred during the period in question, it shall also describe the nature and extent of Abnonnal Operating Conditions and show Company's perfonnance both including and excluding the time periods Company contends such conditions were in effect. 28 19.3 At the City's request Company will provide additional information and existing reports reasonably related to the measurement and evaluation of Company's compliance with the customer service requirements of the Franchise, the Acceptance Agreement, and this Exhibit B. 19.4 Reports of installations/service calls (Section 10) and service interruptions (Section 12) shall report matters occurring within the City. Telephone reports may be for a larger area than the City if Company can demonstrate that it is, in fact, representative of the phone service provided within the City, such as where a call center receives calls from numerous municipalities with no ability to distinguish between or give preference to calls from one area or City over another. 19.5 The City, by itself or in combination with other municipalities, reserves the right to audit Company (or any Affiliate of Company) to verify the accuracy of the reports required under this Section 19. All records (including those of Affiliates) reasonably necessary to conduct the audit shall be made available at a convenient location in the Fort Worth area. If the audit discloses performance that is three (3) percentage points worse than any of the standards of the referenced sections (such as compliance 92% of the time versus 95% of the time) Company shall pay the City's costs in connection with the audit within thirty (30) days of submission of an invoice. 20. FCC Technical Standards: The following shall apply to Company's implementation of and compliance with the rules and regulations relating to cable television technical standards for signal quality, currently set forth at 47 C.F.R. § 76.601 and following, and subsequent amendments thereto: 20.1 Company shall notify the City in advance of testing for compliance with FCC standards. The City may have a representative present to observe such tests and may designate one location to be tested. Company shall provide the City with a report of testing for compliance with such standards upon written request (but not more than twice a year). Such report to City shall state, in pertinent part, that the person doing the testing has reviewed the applicable rules and regulations of the FCC, the industry standards and other materials referenced therein, and that such testing was done fairly and either shows full compliance with such rules and regulations or sets forth with specificity and in detail all areas of non-compliance, their actual or likely scope and causes, and Company's professional recommendation of the best 29 corrective measures to immediately and permanently correct the non- compliance. 20.2 Company shall establish the following procedure for resolving complaints from subscribers about the quality of the television signal delivered to them: All complaints shall go initially to Company. All matters not resolved by Company shall at Company's or the subscriber's option be referred to the City for it to resolve. All matters not resolved by the City may be referred to the FCC for it to resolve. 20.3 The City at its expense (no more than twice per year, barring unusual circumstances) upon thirty (30) days written notice to Company may test the cable system for compliance with the FCC technical standards. Company shall cooperate in such tests and provide access to the cable system. Company shall reimburse the City for the full expense of any test which shows a material non-compliance with such standards. 21. Liquidated Damages - Telephone Service. Installation. Service Calls: Company acknowledges that non-compliance with the customer service standards identified above will harm subscribers and the City and the amounts of actual damages will be difficult or impossible to ascertain. For the second calendar quarter of 1999 and thereafter, the City may therefore assess the following liquidated damages against Company for non-compliance with the customer service standards set forth in Sections 7.3, 7.4, 7.5, 9, 10.1, 10.2, 10.3, 10.10, 12.1, 12.2 and 12.4 (measured on a quarterly basis). Company acknowledges that the liquidated damages set forth below are a reasonable approximation of actual damages and that this Section 21 is intended to provide compensation and is not a penalty. 21.1 Telephone Standards. The damages for non-compliance with one or more of the standards in Sections 7.3, 7.4 and 7.5 during a calendar quarter are: 21.1.1 First non-compliance: $1.00 per subscriber. 21.1.2 Second non-compliance within three (3) consecutive calendar quarters: $2.00 per subscriber. 21.1.3 Third non-compliance within six (6) consecutive calendar quarters and (subject to Section 21.4) each subsequent non- compliance: $3.00 per subscriber. 30 21.2 Service and Installation Standards. The damages for non-compliance with one or more of the standards in Sections 9, 10.1, 10.2, 10.3, 10.10, 12.1, 12.2 and 12.4 during a calendar quarter are: 21.2.1 First non-compliance: $1.00 per subscriber. 21.2.2 Second non-compliance within three (3) consecutive calendar quarters: $2.00 per subscriber. 21.2.3 Third non-compliance within six (6) consecutive calendar quarters and (subject to Section 21.4) each subsequent non- compliance: $3.00 per subscriber. 21.3 Minimums. The liquidated damages for the first and each subsequent non-compliance under Section 21.1 or Section 21.2 shall be no less than $5,000, unless modified as provided in Section 21.4. 21.4 Effect of Extended Periods of Compliance. If Company complies with all of the standards identified in Sections 21.1 and 21.2 for eight consecutive calendar quarters, the damages for the first subsequent non- compliance with any of those standards will be the greater of25¢ per subscriber or $3,000. 21.4.1 Following such a non-compliance the damages provided in Sections 21.1 and 21.2 will again be applicable so that the next non-compliance within four (4) consecutive calendar quarters will be subject to Sections 21.1.2 and/or 21.2.2. 21.5 An event of non-compliance will be taken into account in determining whether a later event of non-compliance is a second, third or subsequent event without regard to whether City has assessed liquidated damages or taken any other action with respect to the non- compliance. 21.6 Company shall report the number of subscribers within the City on the last day of the quarter by the 15th business day of the following quarter. 22. Liquidated Damages - Other: 22.1 Liquidated damages in the amount set forth in Section 21.1.1 (but not less than the amount set forth in Section 21.3) may be assessed for failure to timely submit the quarterly reports required by Section 19. 31 22.2 Liquidated damages may be assessed for violation of the provision of Section 26.4 for submission of reports within five (5) business days in the amount of$l,OOO per day. 23. Procedure for Assessment of Liquidated Damages: The procedure for consideration and assessment of liquidated damages is as follows: 23. I Liquidated damages shall be assessed by the City Manager or his or her designee. 23.2 Company may obtain a review of the assessment by the City Council by making a written request within ten (10) business days after receipt of notice in writing of the assessment and its basis. 23.3 Company shall have an opportunity to be heard at a meeting of the City Councilor by a person designated by the Council as a hearing officer prior to action being taken by the Council. 23.4 The City Council may adopt additional procedures, including appointment of a City official or other person to act as a hearing officer. The Council's decision may be based upon the record of proceedings conducted by the hearing officer or a proposal for decision submitted by the hearing officer. 24. Payment of Liquidated Damages: Liquidated damages shall be paid on or before the tenth (lOth) business day following assessment or, if Company requests review by the City Council, on or before the tenth (10th) business day following issuance of the Council's decision. 25. Ombudsman: Company will provide a senior employee (at the Vice President or Director level) as director of government affairs and ombudsman reporting directly to a regional vice president of CC Holdings. The director of government affairs will have responsibility for working with the City and other cities in the area to address problems that may arise under the Franchise and shall be Company's ombudsman for both the City and subscribers. Company will give the City an opportunity to comment on the detailed job description of the director of government affairs before the position is filled. 26. City Liaison: Company shall continue to provide problem solving liaison services for the City of the type being provided to the City of Fort Worth by Charter's Customer Care Group in the Fall of 1998. The purpose of this 32 service is to provide the City with direct access to supervisory level personnel who can obtain prompt action on customer service problems referred by the City to Company. This service shall include at least the following: 26.1 The personnel providing the service shall be located in Tarrant County. 26.2 The personnel providing the service shall have sufficient authority and access to Company facilities and personnel in order to investigate and take appropriate remedial action without delay. 26.3 The City shall be given a special direct phone number to use (which may also be used by other cities, but which will not be made available to the general public) which will generally during nonnal business hours be answered by a live person and will provide immediate access to a person having the authority specified in the preceding section. 26.4 Company shall investigate (including an attempt to contact the subscriber) and respond to the City on each call, fax or written complaint or request by the end of the next business day and shall provide a written report within five (5) business days. 26.5 Company shall give the City notice in writing of changes in the key contact personnel or material changes in procedures involved in providing this service. 27. Definitions: For the purposes of this Exhibit B, the following definitions shall apply: 27.1 Cable Administrator means the person designated by City as having principle responsibility for cable matters. 27.2 Complaint means a telephone call or written communication from a customer notifying Company of a problem relating to Company's billing or billing practices, Company's equipment, picture quality, failure to receive one or more channels, a change in Company's practice or policy, Company advertising or other business practice, the conduct of a Company employee or contractor, or the failure of Company or a service representative to comply with customer service regulations. 27.3 Nonnal Operating Conditions means those selVice conditions which are within the control of Company. Those conditions which are not within 33 the control of Company include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are within the control of Company include, but are not limited to, special promotions, pay-per-view events, rate increases, regular or seasonal demand periods, changes in the billing cycle, changes in the form of bills and other billing matters, changes in channel lineups or services that are within Company's control, and repairs, rebuilds, maintenance and upgrade of the cable system including computer software and hardware. 27.3.1 Y2K. Y2K problems involving systems of Company, CC Holdings, Vulcan, Charter or Affiliates of any of them are not within the control of Company for purposes of measuring compliance with customer service standards during the period January 1,2000 through and including January 14,2000 but are within the control of Company before and after that period of time. 27.3.2 Labor Disputes. Employee strikes, slowdowns and walkouts of less than 30 days duration are not within the control of Company. 34 EXHIBIT B 1 ~CHAR'T'ER :~':.:'. .~ .-_....::'~. ..:.~~. . ::.... "',:. ':"'- ':':~. .., ".. '". .. .-. .' 'f·, ·~:étf~iMVN.i·c~?rtO:N·S. On-Time Customer Service Guarantee ProPTam Our On-Time Customer Service GuaTantee Program underscores our commitment to providing our customers with the best service possible. This program is not abo\.lt refunds; it is about making customer service a top pTi ont)'. Simply stated, we pledge the following,: ~ On-time instal1ation appointments or the installation of the primary outlet is fi.-e~ ,¡' On-time servic.e appointments or the customer receives Sì20 35 EXHIBIT B2 System Statistics for Third Quarter 1999 Homes Passed Customers Penetration .Installations Pisconnects \Net Gain Technical Performance Technical Service Calls Technical Service Call Rate Service Interruption Response < 24 hrs. Servicé Call Availability for Next Business Day _ Installation Schedules <7 days . System Reliability Telephone Performance Calls Received Calls Answered < 30 seconds Percentage answered < 30 seconds (unadjusted) Percentage answered < 30 seconds (adjusted) * Reasons for adjustment: * Ice storm City power outage Calls to City Referred to Charter On-TIme Performance Service calls - 95% next business day installations - 95% within 7 business days Service disruption - 95% within 2l. hours Trained Company Representative available to respond to telephone inquiries 24 hrs/day. 7 days/~eek Percentage calls receiving busy signal Total outages reported City, 11,719 4,937 42% 400 382 18 124 2.5% 98.7% 96.5% 99.()ok 99.927% 11 0, OJO 101,0J0 91.8% 93.7% 12/17/98 12/25/98 10 99.8% 98.7% * Adjustments are for Abnormal Operating Conditions as defined in Sections 19 _ 3 and 27 _ 3 of Exhibit B. Acceptance Agreement _ 36 .= o ~ ~ ~ ~ CQ æ ~ ~ ~ u ·e ~ 00 ~ ~ == = ~ ~fn ~z ~§ ~<r: ~~ ~?3 .;;E ::r::¿ U8 rJ ........ o N ...... 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":;.2 rn ~~ c .... ...r- """'·z ~~. ~ '20 x..,,--- - c:.c .::::,; ~- :.c ::¡-.....-:o p ,:a...... L_ . ...:::ø.......""U ~ -.. :r,..c;:.¡-........~~M ..... _.w...-4.....;o1; ."Z....I..¡· In''''''' - ~ ~.n>-t"'~~~,..I· "", ~...:....~ .:: c: g~ ~ ~ "U!:ë -u cOo;: ~ -. ..".....! ;JJ' :1;"(').. .:t;!~ -c 1%: %,)!! .... ~ C ... .'" .. ~ '0 O~, . "':00 I ;00, ... "'- ""> . 12% CC I ·C 1 ~ '::<~ I .@.1:S\ . I~ I~:Z'~II I~ rl " II" \ I' I"" . . . ',. , . I ¡I· I t i I I : ~ I I I , , I 39 ... .. È .. .. '< ~ c ... n g' 3 :J r; .:::c ÇJ -< ~ .. = g. .. . EXI-UBIT B5 Page 1 of2 Service C-BIl.Å.Y.ailability Auatysis Month of J.am1a~ Pate NònJi . - _. Soudl -- Southta1:e I Availability AvaibbiUty T~)' Oub '_"4'" .... ...... OlJOm9 ----....... -.-.- 0 0 0 o lA>2199 0 0 0 01J03199 0 0 0 01104199 0 0 0 01JOS})9 I I 1 01106199 0 0 0 01~7199 1 0 1 01108199 0 1 I o 1A>9/99 0 0 0 01110199 0 0 0 01111/99 0 0 0 ·01/12199 J 0 0 01113199 ) 0 0 01114199 1 0 0 01/15/99 0 0 0 01/16199 0 0 0 01/17/99 0 0 0 01/18199 0 0 0 Ot/19199 1 0 () 01 fl0l99 0 0 0 01121199 0 1 0 0) 122199 0 0 1 01123199 0 0 0 01124/99 0 0 0 01125/99 0 0 0 Oln6l99 I 0 0 Olfl1J99 I 0 0 o 1f28199 0 I 0 01129/99 0 0 0 01130199 0 0 0 _Q1131199 0 0 0 Toea) 8 4 4 Standard 95% 95% 95% --......- __n_·" .. __ IStandatd ~e{? _ .... .. -- n,_ ---.-------1 YES YES YES. _.__. _..._.f o ;: SAlvŒ DA Y < 12 Hrs 1 ~ N<:xt D.1I.Y 2 "" Two Days Out 40 -- EXIUBIT B5 Page 2 of2 J nsta 1I~.ion A v~n.~ÞJ.I.ü.Y_A.oaJy.sis ~fonth of la.lm3!): r-nît~-- ~~a~~~liïÿ'" I 01101199 OlJOV)9 01/03199 01J04199 OtJUSI99 o IJ06f99 o IJ(J] 199 ()1~8I99 01109199 01/10199 o UJlJ99 01/12199 01113199 01/14199 o fit SI99 01/16199 01117199 01/18199 01/19/99 01120199 01/21/99 01122199 01 f};J199 0]/24199 o U25I99 o 1J26199 01fl1199 01~9 01129199 01130199 01131/99 Total Standard IStandard Me.t? _. -- o o 1 o I o o o o o o o o o o o o o o o o o o o o o o o I 1 o __. ., 9;~_~ .. YES -'- o .. SAME DA Y < J 2 Hrs t = Next Day 2 :;; Two Days. Out 41 -- -- EXHIBIT B6 Customer Call Sample - January Calls Sampled .111 !~ ~ ...__~_. .~~:r= of" Pðfcent~.I .....-.- Billl09- .~ ..-'---- ...--- . -~' "-21.6%' Rêbu1ld 13 11.7% Drop eunes 6 4.5% Technical 3S 31.5% Reception 3 2.7% Property Damage 7 6.3% Pay Pet View 3 2.1% CoRecfions 4 3.6% ConW'Uçtjon B 7.2% I Programming .. 3.6% OHome 2 1.8% ,'Installation 1 0.9% Pedistal Problem 1 0.9% L~ustomði_~duC3tlon ".___- . ._~.. . ..__-º..:~ L. __'__ TOTAL__, _~,~=~_ 11J --~'jÕ~·9W'-'] 42 Õ>2.. ã Z ....,1... ~ !1:§ ("II I") ~.~ ~-;: 1~" t ~ :"V~ >0 fg'i ã :~c~~ ~1¡f\1 'Ãi~i .. I ~ .t - .. ::I -<-Eo ~oQ, ~ i: ~ _ ~::::: &. f! ¡ - o;~ ' i ¡ ~ I: i z. ¡ ¡ t'E: ~ j' ~ f r · .1 " ~ . ".;¡ ;¡. ¡ I"~I i i:;j ~i; t i\, ~ - It I.... .. 1- :¡~i Ei~i "-.¡!. laõ~ ~ J if' ta!~ i~t'" $' ~f' %";5.5 t ~::.~ g.- ~ ~~'" _tlõZ: ~ ~ ; . ~ ~ -1 ~ ¡- - ~ ~. ;¡ fl. ~ ¡¡; II (¡ c . "<. ;:0' . ~ :I <:> o $.. EXHIBIT B7 .: I·.. . ~ > . -!If;--.4 -- -a.... - __ _'......... ...i.... _ .... -f. ....._,-.._ _:_ _ _ _ _ . Þ_"'~';''''~ ~ Ì) ;:" ~ ~.~~ :"". ~I~·~·h ~ ..... .......:............. -II....... ....... ....... -. - ;: ~ --_ ....a. ::!'- ..... -a ~...... ;:r.r~~ ~ ð Ð tiá N.IV ~""i'" ~ -...... - -",........... - -A ... .. ..A .... ., (Þ ..... a. =- ....... ftI: ;:)'~ .~ò.! ¡; ¡; ~ ... ~ ~ £¡; tâ ~ ~ ~ !H~ ~ ~~ ~ ~ ~ ~ ~ æ ã:i ., i ~ ~ ¡':è5 .~:;~. WI G i) eo!tO ,to 40 40 40 q).o C'J"tO ~ G:., Ð CJ G,) .., CJ Ct 40 0 .,¡e» f"~f: .. ....: _-:.. .. t. : . .:~~,,~:. ~ - <f Ulo ... 01 ...ioo·c.J CoO .:... '""I ...¡.. ""CJ\ .. t (II ... (II f.J ~ U ... to .. GII t.) C. ..... ~J,~ ~ ¡ ti (II i: ~ i: 8: ¡;; - ~ ~ 2'~ t; !'~ 8 ~ ~ ¡;; S ~ ¡:·ä õ ~ i:,ëi N.:]~?~ ..... ... 0 -& '0;_ at .. CD .. '4 CI) ........ .......' CI ...., 01; 0:__. fÃ ~ .~~: , . f.' I. 'I.Ü::· . : . .: : , .;.ß.{;;,. . I. t. _-... ~l~ ~,~,; ~ ~ ¡ i; ¡ ~ i; ~.¡ ~¡':5;~ ~l~ ~~ ~;5 i ~ . . :!L";Ô«!" . .. . '. ,~.i'.I": ,¡ ~ ¡ a 2 g ~ t t 8 ~ g'~; t ¡ Ii &A §~t §;¡ r;~~i~£:; ~ ~ :Ji.' ~. fie alO GI ~:I ~ i1 ~.~ ~ 08'5 ~ -- -,S 0 QI t¡:.. N Of ~...... 00.2 s: , ~::. , ... ..1.. '. .. _ _ _ _ .. . : : ...:.:~ o 000' 000:0 Q Q O· ð:O Q~Q Q~ 0 Q 00 Q Q 0 0 NO 0 Q 0 a' 0 a ~ ~ "'.,. .,. .,. ~:~ ~ .,. .,. .,. ~.'" ~ .,. .,. ~ ~ ~ ~ #- .,. ~ ~ ~ #.l/. .,. #-1#. .,. at: Ii.§ It· . ~ ' , , , "'?-"?:' ~ ¡ I . . i)~: .' .., .'. 5~~ :;t~r~~I:08**·!!¡S.~~ lu~:r~g:~U¡;~ ~ ~ S:.:'J.~ E ~H18 :s:~'~¡:....t-('; 00 ~'OOOO OQob booòo¡o'òb Q 0 O'ot" 0 ò,ò,ò ò'o~it'ir~, ~.,. #- )1:. ~ ~.,. .,..,. ~:#. '" "'.,. ~ ""~,"'.#-'" at:, '" ~ #-. "'.'" .,..~ ~ .,..~~ .. :.' ~.::~ ~j?1$'. ·~i~·: i:.c.~. <i;¡".:!=, g g g' g g g g g,g gig g g g.g g g g gig g g g' g g g g g ¡; ¡; g g l:~ t- o;. ~ 'i!. ~ -j!. ~ ~ ~ ~;~ *' -¡;.' ~ ';!. #.tt i! i! ~ ~ ~ ~ "# ~ -.;. -j!. -.;. -.;. -.;. ~ #- ~....~: , . .. ~.!'e:-' . ~:; . . ; . . , . ~ . ~~i} I ~ ';:~~;"~.; .. 6 ~.:rr~-: l;~J "0 01' .~. . !. ~~~§f~ .. '..' i . ~~~. 1/ .¡&'.... ~ 3- < < =!. ~'<. ~ <. ';!, ~.~ '!. '!. ';!, ';!, ~ ~ <- <- <- <. <- í =!. <- =!. =! 3- <!. <!.: ..~?: ......... -..- · · .~...... cat.. at. cat. i1-...... ... :~~ . :: ~t:~ I . ~ ~¡.': "'!. ~¡~~~ ~ .', . .. .1. ~;~ , " ,.. i=i~: . i . ì~~ ·S 000 000 0 0 0 0 0 0.0 0 0 0 0,0 0 <:) 000 goo 0 0 0 0 o·~~1 i .~~ . a-~,~· ~~...';~ ...... w ~ .. ~. .... U'I"U <.II' ~7 :'1]........ ~~... .. .. (II ... <JI N U U .~ ~ ... (II t.: CoO' .~~: CD CD "... 0 ..... W -:f! CD - -' tr..J ~o ... ""'.41) (lit OJ (A <II. -a a Q 01 ........ ... CD -....... W ~~.. ~ ~::i. ~~~'. ~¡) I a:~ ~ 8: ~1~¡Ii:¡~S:~~ 8 ~ ::j ~ g'lD g: &. ~I ã!:t;~i~iS"~~l I I 43 -- o ~ o ... :> ~ "V ~ ã 3 lit :I o ~ c.. '" :I ~. «> Schedule 8.1.1 Character Generators Company will provide Character Generators (CGs) as set forth below in accordance with specifications provided by each City. Each City will reimburse Company for the amount by which the cost of each CG exceeds $3,570. If the Cities agree on a different number ofCGs, Company's share of the cost of each CG will be calculated by dividing the total number ofCGs into $75,000. City Number of Character Generators Benbrook Burleson o 3 Crowley Denton o 2 Duncanville Edgecliff Village Everman Forest Hill Fort Worth o o o 1 1 2 Haltom City Hurst Keller Kennedale Lake Worth Mansfield North Richland Hills 3 Saginaw Southlake Watauga White Settlemen t 1 1 Total 21 44 EXHIBIT 17 TO ACCEPTANCE AGREEMENT INSTITUTIONAL NETWORK SPECIFICATION I. System Upgrade: As part of Company's upgrade of its Cable System, Company intends to construct fiber optic cable between its headend and nodes. It does not generally intend to replace the coaxial cable that runs from the node to the residential or other subscriber. 2. This Section left blank. 3. This Section left blank. 4. Institutional Network Design. 4.1 Company shall install, activate and maintain on its upgraded Cable System certain dedicated capacity to be referred to as the Institutional Network (I-NET). 4.2 Company shall provide, either using existing fiber optic cable on the upgraded Cable System or through the purchase and installation of additional cable, sufficient optical fibers to interconnect each of the designated I-NET sites. 4.3 The I-NET shall include a mInImUm of six (6) optical fibers interconnecting each of the I-NET sites listed in Table 1 in a ring, star, or hybrid network architecture approved by the City, in advance. 4.4 Company shall provide to the City a detailed architecture and design for an I-NET overlaying the Cable System to connect to the designated I- NET sites. 4.5 Within 30 days after receipt of the architecture and design for the I- NET, the City shall respond to Company with approval or request for re-design. If the City approves the architecture and design, the City shall advise Company of the portions of the I-NET that the Company shall construct, activate and connect in conjunction with the upgrade of the Cable System. If the City does not find the architecture and design satisfactory to meet the interconnection requirements, Company shall revise the architecture and design based on the City's comments and resubmit the architecture and design within 30 days. The preceding procedure shall be repeated until agreement is reached. 45 5. Tennination Specifications: Company shall purchase and install tennination hardware at each I-NET site listed in Table 1 and at a location therein designated by the City, including standard connectors designated by the City, appropriately labeled. Company shall tenninate the fibers on the tennination hardware. 6. Network Equipment: User site equipment other than tennination hardware shall be provided and maintained by the City for I-NET Users. 7. Completion of I-NET Construction: Company shall complete the construction of the I-NET no later than 46 Table 1 City of North Richland Hills I-NET Site List I - NET Number Location Address 1 City Hall Holiday Lane 2 Fire Station #1 Starnes Road 3 Fire Station #2 Rufe Snow 4 Fire Station #3 Davis Blvd. 5 NRH20 9001 Hwy. 26 : :ODMA \PCDOCS\GRR\263 728\ 1 47