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ORDINANCE NO. 963-06 01 107 D�.t.y t:1 rk
AN ORDINANCE OF THE CITY OF ZEPHYRHILLS, FLORIDA,
GRANTING A CABLE TELEVISION FRANCHISE TO VERIZON
FLORIDA LLC; AUTHORIZING EXECUTION OF SAID CABLE
TELEVISION FRANCHISE (A COPY OF WHICH IS ATTACHED
HERETO); PROVIDING CERTAIN RIGHTS, PRIVILEGES AND
CONDITIONS RELATING THERETO; PROVIDING A SEVERABILITY
CLAUSE AND EFFECTIVE DATE.
WHEREAS, the City of Zephyrhills is a "Franchising Authority" as defined by Title VI
o the Communications Act (see 47 U.S.C. §522(10)) and is authorized to grant one or more
n nexclusive cable franchises pursuant to Florida Statute 166.046;
WHEREAS, Verizon Florida LLC ("Franchisee") is in the process of installing a Fiber to
ti e Premise Telecommunications Network ("FTTP Network") that will occupy the Public
ghts-of-Way within the City of Zephyrhills fort e transmission of non-cable services pursuant
t its status as a telecommunications carrier as set forth in Title II of the Communications Act
d under authority granted by the State of Florida;
WHEREAS, the FTTP Network, once installed, will enable the provision of cable service
t the residents of Zephyrhills;
WHEREAS, negotiations between the Franchising Authority and the Franchisee have
r sulted in the attached cable franchise agreement between the City of Zephyrhills, Florida and
erizon Florida LLC (the "Franchise Agreement") which agreement comports with the
r quirements of Florida Statute 166.046;
WHEREAS, in accordance with Florida Statute 166.041 and Chapter 3 of the City's
Charter, first reading of the Franchise Agreement took place on November 13, 2006;
WHEREAS, in accordance with Florida Statute 166.041 and Chapter 3 of the City's
harter, second reading the Franchise Agreement took place on December 11, 2006;
WHEREAS, in accordance with Florida Statute 166.041 and Chapter 3 of the City's
harter, notice of public hearing before the City Council to consider the proposer cable
anchise agreement was properly published in the Tampa Tribune, a newspaper of general
c rculation, on November 30, 2006;
WHEREAS, the Franchising Authority's staff has reviewed the legal, technical and_
fi ancial qualifications of the Franchisee to operate and provide cable service within the City and-
p epared a Staff Report dated November 2006 ("Staff Report") setting forth-those qualifications,
t e future cable-related needs and interests of the City of Zephyrhills and its residents, and
e :amining each of the requirements and criteria set forth by federal and state,law and the-City's
Charter with respect to granting an additional I�cable television franchise, as well as any
a plicable provisions in the existing franchise; and -
WHEREAS, following thorough evaluation of Franchisee's proposal to provide cable .
s rvice in Zephyrhills, Florida, after receiving the comments of interested parties at a public
h aring affording due process to all parties, in deliberation of the entire record regarding this
after before it, including other pertinent information, and specifically considering each-of the
r quirements and criteria enumerated in Florida Statute 166.046, 47 U.S.C. § 541(a), and all
o her applicable provisions of law, as well as any applicable provisions in the-existing franchise,
t e Franchising Authority determines that is in the public interest to approve the-proposed.cable
t levision franchise agreement and authorize and direct the execution of the proposed Franchise
Agreement.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
F ZEPHYRHILLS, FLORIDA:
SECTION 1: The "Whereas" clauses set forth above shall be deemed true and correct
a d shall be deemed a part of this Ordinance as if they had been set forth in full in the body of
t is Ordinance.
- - - - JO PITTMAN PASCO COUNTY CLERK
01/05/07 09:54am 1 of 33
Record and Return to: OR BK 7338 Pc 173
City Clerk's Office
5335 8th Str et
Zephyrhills, L 33542
OR BK 3 :: 1704
2 of 33
SECTION 2: The Franchising Authority concludes that the cable-related needs and
interests of the City of Zephyrhills, Florida and the Franchisee's legal, technical, and financial
qualifications to operate and provide cable service within the City are accurately identified by the
attached Staff Report, which is hereby adopted by the Franchising Authority in its entirety as the
City's ascertainment of the cable-related needs and interests of the City, the Franchisee's
qualifications to operate and provide cable service within the City, and supporting the
Franchising Authority's consideration of each of the requirements and criteria enumerated in
Florida Statute 166.046, 47 U.S.C. § 541(a), all other applicable provisions of law, as well as any
applicable provisions in the existing franchise.
SECTION 3: The Franchising Authority determines that is in the public interest to grant
a nonexclusive franchise to operate and provide cable service to Verizon Florida LLC and,
evidencing its consideration of each of the factors enumerated in Florida Statute 166.046, 47
U.S.C. § 541(a)(3), all other applicable provisions of law, as well as any applicable provisions in
the existing franchise, hereby adopts the attached Findings of Fact in support of this
determination.
SECTION 4: The Franchising Authority authorizes the grant of a nonexclusive franchise
to the Franchisee to operate and provide cable service within the City. This authorization is
made in accordance with the applicable provisions of Title VI of the Communications Act and
made in accordance with Florida Statute 166.046. A copy of the Franchise Agreement in the
form in which it is attached hereto was considered in a public hearing on December 11, 2006,
and is directed to be retained in the office of the City Clerk for the purpose of public inspection.
SECTION 5: That certain Franchise Agreement in the form presented to the City
Council at this public hearing is approved, and the City Council President is authorized and
directed to execute that agreement on behalf of the Franchising Authority following its execution
by the Franchisee and, upon execution by the Franchising Authority and the Franchisee, is
incorporated herein.
SECTION 6: If any part of this ordinance is declared invalid by a court of competent
jurisdiction, such part of parts shall be severable and the remaining part of parts shall continue to
be in full force and effect.
SECTION 7: This ordinance shall become effective immediately upon passage on the
secon�4egling and signing by the Mayor.
frttia ..:.�..::
T$e foregoing Ordinance was read and passed on the first reading in an open and regular
u :meeting;of the City-.Council of the City of Zephyrhills, Florida, on this 13th day of November,
2006. 4_
Attests
Linda
6��.�U ..... Ia:•$oan, City Clerk yde C. Bracknell, Council President
?1TV
The foregoing Ordinance No. 963-06 was read and passed on the second reading, following a
public iheering, in an open and regular meeting of the City Council of the City of Zephyrhills,
Fria on 4 '1'l th day of December, 2006.
Attest° ✓
Linda , roan, City Clerk Cl e C. Bracknell, Council President
The• o%egoing Qrdnance No. 963-06 was approved by me this 11th day of December, 2006.
V • a m C.
W. Cliff fie, M
Approved as to legal form and legal content
Th—
Joseph A. Poblick, City Attorney
OF,E3 . 7338 PG ����
3 os 33
TABLE OF CONTENTS
AI.TICLE
PAGE
1. DEFINITIONS...............................................1...................................................................2
2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS 5
3. PROVISION OF CABLE SERVICE............ ...................................................................6
4. SYSTEM OPERATION................................ ................................................................... 8
5. SYSTEM FACILITIES .....................................................................................................8
6. PEG SERVICES............................................ ...................................................................8
7. COMMUNICATIONS SERVICES TAX........................................................................ 10
8. CUSTOMER SERVICE.............................. .................................................... ........ 10
9. REPORTS AND RECORDS ................................................ 10
1 . INSURANCE AND INDEMNIFICATION.1.................................................................. 11
1 TRANSFER OF FRANCHISE.................... ........................................... ... 13
1 . RENEWAL OF FRANCHISE..........................................................................................13
1 . ENFORCEMENT AND TERMINATION OF FRANCHISE........................................ 13
1 . MISCELLANEOUS PROVISIONS............. .................................................................. 15
EXHIBIT A-MUNICIPAL BUILDINGS TO BE PROVIDED FREE CABLE
SERVICE.................................................... ......................... ....................................21
EXHIBIT B - FRANCHISE AREA AND INITIAL SERVICE AREA..........................22
22
EXHIBIT C - CUSTOMER SERVICE STANDARDS.................................................23 23
............................................
OR BK 7333 pG 1706
! 4 of 33• THIS CABLE FRANCHISE AGREEMENT!(the "Franchise" or"Agreement") is entered
ttby and between the City of Zephyrhills, a duly organized municipality under the applicable
s of the State of Florida (the Local Franchising Authority or "LFA") and Verizon Florida
LIJC, a limited liability company duly organized under the applicable laws of the State of Florida
(thee"Franchisee").
WHEREAS, the LFA wishes to grant Franchisee a nonexclusive franchise to construct,
in tall, maintain, extend and operate a cable communications system in the Franchise Area as
designated in this Franchise;
WHEREAS, the LFA is a "franchising authority" in accordance with Title VI of the
_Communications Act (see 47 U.S.C. §522(10)) and is authorized to grant one or more
nonexclusive cable franchises pursuant to Florida Statute 166.046;
WHEREAS, Franchisee is in the proce s of installing a Fiber to the Premise
Telecommunications Network ("FTTP Network") in the Franchise Area for the transmission of
Nn-Cable Services pursuant to authority granted by the State of Florida and the Florida Public
Se vice Commission;
WHEREAS, the FTTP Network will occupy the Public Rights-of-Way within the LFA,
Franchisee desires to use portions of the FTTP Network once installed to provide Cable
S rvices (as hereinafter defined) in the Franchise Area;
WHEREAS,, the LFA has identified the future cable-related needs and interests of the
L A and its residents, has considered the financial, technical and legal qualifications of
Frlanchisee, and has determined that Franchisee's plans for its Cable System are adequate, and
has considered, at a duly noticed public hearing and in accordance with 166.046, Florida
Statutes: (a) The economic impact upon private property within the Franchise Area; (b) The
public need for such Franchise, if any; (c) The capacity of Public Rights-of-Way to
accommodate the Cable System; (d) The present and future use of the Public Rights-of-Way to
b used by the Cable System; (e) The potential disruption to existing users of the Public Rights-
o Way to be used by the Cable System and the resultant inconvenience which may occur to the
p blic; (f) The financial ability of the franchise applicant to perform; (g) Other societal interests
a are generally considered in cable television franchising; and (h) Such other additional matters,
b th procedural and substantive, as the City may, inl its sole discretion, determine to be relevant;
WHEREAS, the LFA has found Franchise to be financially, technically and legally
qualified to operate the Cable System;
WHEREAS, the LFA has determined that the grant of a nonexclusive franchise to
F anchisee is consistent with the public interest; and
WHEREAS, the LFA and Franchisee have reached agreement on the terms and
c nditions set forth herein and the parties have agreed to be bound by those terms and
c nditions.
1
oR el7338 �c
'a" of 33 d
NOW, THEREFORE, in consideration of the LFA's grant of a franchise to Franchisee,
Fr chisee's promise to provide Cable Service to residents of the Franchise/Service Area of the
LFA pursuant to and consistent with the Communications Act, the terms and conditions set forth
he ein, the promises and undertakings herein, and other good and valuable consideration, the
re eipt and the adequacy of which are hereby acknowledged,
THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
Except as otherwise provided herein, the definitions and word usages set forth in the
C mmunications Act (as hereinafter defined) are incorporated herein and shall apply in this
Agreement. In addition,the following definitions shall apply:
1.1. Access Channel: A video Channel, which Franchisee shall make available to
the LFA without charge for non-commercial Public, Educational, or Governmental use for the
tr smission of video programming as directed by the LFA.
1.2. Affiliate: Any Person who, dire I tly or indirectly, owns or controls, is owned
or controlled by, or is under common ownership or control with,the Franchisee.
1.3. Additional Service Area: Shall mean any such portion of the Service Area
a ded pursuant to Section 3.1.2 of this Agreement.
1.4. Basic Service: Any service tier, which includes the retransmission of local
to evision broadcast signals as well as the PEG Charnels required by this Franchise.
1.5. Cable Service or Cable Services: Shall be defined herein as it is defined
der Section 602 of the Communications Act, 47 U.S.C. § 522(6).
1.6. Cable System or System: Shall be defined herein as it is defined under
S ction 602 of the Communications Act, 47 U.S.C. § 522(7), meaning Franchisee's facility,
c nsisting of a set of closed transmission paths and associated signal generation, reception, and
c ntrol equipment that is designed to provide Cable Service which includes video programming
d which is provided to multiple Subscribers within the Service Area. The Cable System shall
be limited to the optical spectrum wavelength(s), bandwidth or future technological capacity that
is used for the transmission of Cable Services directly to Subscribers within the
F anchise/Service Area and shall not include the tangible network facilities of a common carrier
sitbject in whole or in part to Title II of the Communications Act or of an Information Services
provider.
1.7. Channel: Shall be defined herein as it is defined under Section 602 of the
Communications Act, 47 U.S.C. § 522(4).
1.8. Communications Act: The Communications Act of 1934, as amended.
1.9. Control: The ability to exercise de facto or de jure control over day-to-day
p licies and operations or the management of Franchise's affairs.
2
OR 6K 7338 pc, 170
6 of 33
1.10. FCC: The United States iFederal Communications Commission or
su cessor governmental entity thereto.
1.11. Force Majeure An event or events reasonably beyond the ability of
Fr chisee to anticipate and control. This includes, but is not limited to, severe or unusual
w father conditions, strikes, labor disturbances, lockouts, war or act of war (whether an actual
de I laration of war is made or not), insurrection, riots, act of public enemy, actions or inactions of
anr government instrumentality or public utility including condemnation, accidents for which the
Franchisee is not primarily responsible, fire, flood, or other acts of God, or work delays caused
by waiting for utility providers to service or monitor utility poles to which Franchisee's FTTP
N twork is attached, and unavailability of materials
and/or qualified labor to perform the work
ne essary.
1.12. Franchise Area: The incorporated area (entire existing territorial limits)
of the LFA and such additional areas as may be included in the corporate (territorial) limits of
th LFA during the term of this Franchise.
1.13. Franchisee: Verizon Florida LLC, and its lawful and permitted
su cessors, assigns and transferees.
1.14. Information Services: Shall be defined herein as it is defined under
S ction 3 of the Communications Act, 47 U.S.C. §153(20).
1.15. Initial Service Area: The portion of the Franchise Area as outlined in
E bit B.
1.16. Internet Access: Dial-up r broadband access service that enables
Sibscribers to access the Internet.
1.17. Local Franchise Authority (LFA): The City of Zephyrhills or the lawful
successor, transferee, or assignee thereof.1.18. Non-Cable Services: An service that does not constitute
y o statute the provision of
V deo Programming directly to multiple Subscribers in the Franchise Area including, but not
li iited to, Information Services and Telecommunications Services.
1.19. Normal Business Hours: Those hours during which most similar
b sinesses in the community are open to serve customers. In all cases, "normal business hours"
must include some evening hours at least one night per week and/or some weekend hours.
1.20. Normal Operating Conditions: Those service conditions which are within
tle control of the Franchisee. Those conditions which are not within the control of the
F anchisee include, but are not limited to, natural disasters, civil disturbances, power outages,
to ephone network outages, and severe or unusual weather conditions. Those conditions which
aute ordinarily within the control of the Franchisee include, but are not limited to, special
p omotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and
ii Maintenance or rebuild of the Cable System. See 47 C.F.R. § 76.3 09(c)(4)(ii).
3
OR BK 7338 PG 17@9
7 0f33
1.21. PEG: Public, Educational, and Governmental.
1.22. Person: An individual, partership, association, joint stock company,
tru t, corporation, or governmental entity.
1.23. Public Rights-of-Way: The surface and the area across, in, over, along,
up n and below the surface of the public streets, roads, bridges, sidewalks, lanes, courts, ways,
all ys, and boulevards, including, public utility easements and public lands and waterways used
as Public Rights-of-Way, as the same now or may thereafter exist, which are under the
j 'sdiction or control of the LFA. Public Rights-of-Way do not include the airwaves above a
ri t-of--way with regard to cellular or other nonwire communications or broadcast services.
1.24. Service Area: All portions of the Franchise Area where Cable Service is
be g offered, including the Initial Service Area and;any Additional Service areas.
1.25. Service Date: The date that the Franchisee first provides Cable Service on
a ommercial basis directly to multiple Subscribers in the Franchise Area. The Franchisee shall
m?morialize the Service Date by notifying the LFA in writing of the same, which notification
shall become a part of this Franchise. The Service Date shall be no later than December 31,
20'7.
1.26. Service Interruption: The to s of picture or sound on one or more cable
c annels.
1.27. Subscriber: A Person who lawfully receives Cable Service over the Cable
System with Franchisee's express permission.
1.28. Telecommunications Facilities: Franchisee's existing Telecommunications
S rvices and Information Services facilities and its FTTP Network facilities.
1.29. Telecommunication Services Shall be defined herein as it is defined
der Section 3 of the Communications Act, 47 U.Si.C. § 153(46).
1.30. Title II: Title II of the Communications Act.
1.31. Title VI: Title VI of the Communications Act.
1.32. Transfer of the Franchise:
1.32.1. Any transaction in which:
1.32.1.1. an ownership or other interest in Franchisee is
tr sferred, directly or indirectly, from one Person or group of Persons to another Person or
group of Persons, so that control of Franchisee is transferred; or
1.32.1.2. the rights held by Franchisee under the Franchise
e transferred or assigned to another Person or group of Persons.
4
OR BK 7338 Pc 1710
8 of 33
1.32.2. However, notwithstanding Sub-subsections 1.32.1.1 and 1.32.1.2
above, a Transfer of the Franchise shall not include transfer of an ownership or other interest in
Franchisee to the parent of Franchisee or to another ,Affiliate of Franchisee; transfer of an interest
in the Franchise or the rights held by the Franchisee under the Franchise to the parent of
Franchisee or to another Affiliate of Franchisee; any action which is the result of a merger of the
patent of the Franchisee; or any action which is the result of a merger of another Affiliate of the
Franchisee.
1.39. Video Programming: Shall be defined herein as it is defined under
Section 602 of the Communications Act, 47 U.S.C. § 522(20).
2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS
2.1. Grant of Authority: Subject to the terms and conditions of this Agreement
ar�d the Communications Act, the LFA hereby grants the Franchisee the right to own, construct,
operate and maintain a Cable System along the Public Rights-of-Way within the Franchise Area,
in order to provide Cable Service. No privilege or power of eminent domain is bestowed by this
gr t; nor is such a privilege or power bestowed by this Agreement.
2.2. LFA Does Not Regulate Telecommunications: The LFA's regulatory
ai thority under Title VI of the Communications Act is not applicable to the construction,
in tallation, maintenance or operation of the Franchisee's FTTP Network to the extent the FTTP
N twork is constructed, installed, maintained or operated for the purpose of upgrading and/or
e tending Verizon's existing Telecommunications' Facilities for the provision of Non-Cable
S rvices.
2.3. Term: This Franchise shall become effective after passage by the City
C uncil and execution by both parties (the "Effective Date"). The term of this Franchise shall be
fi teen (15) years from the Effective Date unless the Franchise is earlier revoked as provided
h rein.
2.4. Grant Not Exclusive: The Franchise and the rights granted herein to use and
o cupy the Public Rights-of-Way to provide Cable Services shall not be exclusive, and LFA
reserves the right to grant other franchises for similar uses or for other uses of the Public Rights-
' o'Way, or any portions thereof, to any Person, or to make any such use themselves, at any time
during the term of this Franchise. Any such rights which are granted shall not adversely impact
the authority as granted under this Franchise and sHall not interfere with existing facilities of the
Cable System or Franchisee's FTTP Network.
2.5. Franchise Subject to Federal i Law: Notwithstanding any provision to the
contrary ntrary herein, this Franchise is subject to and shall be governed by all applicable provisions o
f deral law as it may be amended, including but not!limited to the Communications Act.
2.6. No Waiver:
2.6.1. The failure of LFA on one or more occasions to exercise a right or
ti require compliance or performance under this Franchise, the Communications Act or any
o her applicable State or Federal law shall not be deemed to constitute a waiver of such right or a
5
OR -m 7338 o 1711
9 of 33
w iver of compliance or performance by the LFA, nor to excuse Franchisee from complying or
pe forming, unless such right or such compliance or performance has been specifically waived in
wrting. s I
2.6.2. The failure of the Franchisee on one or more occasions to exercise
a iight under this Franchise or applicable law, or to require performance under this Franchise,
sh ll not be deemed to constitute a waiver of such right or of performance of this Agreement, nor
shall it excuse LFA from performance, unless such right or performance has been specifically
waived in writing.
2.7. Construction of Agreement:
2.7.1. The provisions of this Franchise shall be liberally construed to
el ectuate their objectives.
2.7.2. Nothing herein shall be construed to limit the scope or applicability
o Section 625 Communications Act, 47 U.S.C. § 545.
2.7.3. Should any change to state law have the lawful effect of materially
al ering the terms and conditions of this Franchise, then the parties shall modify this Franchise to
the mutual satisfaction of both parties to ameliorate the negative effects on the Franchisee of the
terial alteration. Any modifications shall be in writing. If the parties cannot reach agreement
oiji the above-referenced modification to the Franchise, then Franchisee may terminate this
A eement without further obligation to the LFA or, at Franchisee's option, the parties agree to
si.bmit the matter to binding arbitration in accordance with the commercial arbitration rules of
the American Arbitration Association.
2.8. Police Powers: Nothing in thel Franchise shall be construed to prohibit the
r asonable, necessary and lawful exercise of LFA's police powers. However, if the reasonable,
+essary and lawful exercise of LFA's police power results in any material alteration of the
terms and conditions of this Franchise, then the parties shall modify this Franchise to the mutual
satisfaction of both parties to ameliorate the negative effects on the Franchisee of the material
alteration. Any modifications shall be in writing. If the parties cannot reach agreement on the
a ove-referenced modification to the Franchise, then Franchisee may terminate this Agreement
Without further obligation to the LFA or, at Franchisee's option, the parties agree to submit the
natter to binding arbitration in accordance with the�commercial arbitration rules of the American
Arbitration Association.
3. PROVISION OF CABLE SERVICE
3.1. Service Area:
3.1.1. Initial Service Area: Franchisee shall offer Cable Service to
significant numbers of Subscribers in residential areas of the Initial Service Area and may mak
able Service available to businesses in the Initial Service Area, within thirty-six (36) months o�
tijie Service Date of this Franchise, except: (A) for periods of Force Majeure; (B) for periods of
dlel lay caused by LFA; (C) for periods of delay resulting from Franchisee's inability to obtai
thority to access rights-of-way in the Service l Area; (D) in areas where developments o
6
OR BK 7338 rr, 1712
10 of 33
b 'dings are subject to claimed exclusive arrangements with other providers; (E) in areas,
de1 elopments or buildings where Franchisee cannot access under reasonable terms and
coiditions after good faith negotiation, as determined by Franchisee; and (F) in developments or
buildings that Franchisee is unable to provide Cable Service for technical reasons or which
reiuire non-standard facilities which are not available on a commercially reasonable basis; and
( ) in areas where the occupied residential household density does not meet the density
re uirements set forth in Sub-section 3.1.1.1.
3.1.1.1. Density Requirement: Franchisee shall make Cable
S rvices available to residential dwelling units in all areas of the Service Area where the average
density is equal to or greater than 30 occupied residential dwelling units per mile as measured in
strand footage from the nearest technically feasible point on the active FTTP Network trunk or
feeder line. Should,through new construction, an area within the Initial Service Area meet the
density requirements after the time stated for providing Cable Service as set forth in Subsections
3.1.1 and 3.1.2 respectively, Franchisee shall provide Cable Service to such area within twelve
(12)months of receiving notice from LFA that the density requirements have been met.
3.1.2. Additional Service Areas: Except for the Initial Service Area,
F anchisee shall not be required to extend its Cable System or to provide Cable Services to any
olher areas within the Franchise Area during the term of this Franchise or any Renewals thereof.
I1 Franchisee desires to add Additional Service Areas within the Franchise Area, Franchisee shall
n tify LFA in writing of such Additional Service Area at least ten (10) days prior to providing
C ble Services in such areas.
3.2. Availability of Cable Service: Franchisee shall make Cable Service available
to all residential dwelling units and may make Cable Service available to businesses within the
S rvice Area in conformance with Section 3.1 and;Franchisee shall not discriminate between or
ong any individuals in the availability of Cable Service. In the areas in which Franchisee
sther
all provide Cable Service, Franchisee shall be required to connect, at Franchisee's expense,
than a standard installation charge, all residential dwelling units that are within one
h ndred twenty five (125) feet of trunk or feeder lines not otherwise already served by
F anchisee's FTTP Network. Franchisee shall be allowed to recover, from a Subscriber that
r quests such connection, actual costs incurred for residential dwelling unit connections that
e ceed one hundred twenty five (125) feet and actual costs incurred to connect any non-
' r sidential dwelling unit Subscriber.
3.3. Cable Service to Municipal Buildings: Subject to 3.1, Franchisee shall
p ovide, without charge within the Service Area, one service outlet activated for Basic Service to
e ch public building, as may be designated by the LFA, and also required of other cable
operators in the Service Area, as provided in Exhibit A; provided, however, that if it is necess
t extend Franchisee's trunk or feeder lines more than two hundred and fifty (250) feet solely to
p ovide service to any such public building, the LFA shall have the option either of payin
Franchisee's direct costs for such extension in excess of two hundred and fifty (250) feet, or o
releasing Franchisee from the obligation to provide service to such building. Furthermore,
Franchisee shall be permitted to recover, from the public building owner entitled to free service,
the direct cost of installing, when requested to do so, more than one outlet, or concealed inside'
iring, or a service outlet requiring more than two hundred and fifty (250) feet of drop cable;
7
pt;
11 of 33
pr vided, however, that Franchisee shall charge for the provision of Basic Service to the
ad itional service outlets once installed. Cable Service may not be resold or otherwise used in
co travention of Franchisee's rights with third parties respecting programming. Equipment
pr vided by Franchisee, if any, shall be replaced at retail rates if lost, stolen or damaged.
4. SYSTEM OPERATION
The parties recognize that Franchisee's FTTP Network is being constructed and will be
o erated and maintained as an upgrade to and/or extension of its existing Telecommunications
Facilities. The jurisdiction of the LFA over such Telecommunications Facilities is restricted by
fe eral and state law, and the LFA does not and will not assert jurisdiction over Franchisee's
F TP Network in contravention of those limitations J
5. SYSTEM FACILITIES
5.1. System Characteristics: Franchisee's Cable System shall meet or exceed the
following requirements:
li 5.1.1. The System shall be designed with an initial analog and digital
crrier passband between 50 and 860 MHz.
5.1.2. The System shall be designed to be an active two-way plant for
s bscriber interaction, if any, required for selection or use of Cable Service.
5.2. Interconnection: The Franchise shall design its Cable System so that it may
b interconnected with other cable systems in the Franchise Area. Interconnection of systems
nay be made by direct cable connection, microwave link, satellite, or other appropriate methods.
5.3. Emergency Alert System: Franchisee shall comply with the Emergency Alert
System stem ("EAS") requirements of the FCC in order that emergency messages may be distributed
o'er the System.
6. PEG SERVICES
6.1. PEG Set Aside:
6.1.1. In order to ensure universal availability of public, educational and
g vernment programming, no later than one hundred and twenty (120) days after the Service
Date, Franchisee shall provide on the Basic Service Tier one (1) Pasco County government
Access Channel on which the City may cablecast government programming in cooperation with
P sco County and shall provide one (1) Pasco County educational Access Channel (the "PEG
hannels").
6.1.2. LFA hereby authorizes Franchisee to transmit PEG programming
'thin and without LFA jurisdictional boundaries Franchisee specifically reserves its right to
ake or change channel assignments in its sole discretion. If the PEG Channels provided under
s Article are not being utilized by the applicable local franchise authority, Franchisee may
8
OR BK 7338 Ps 1714
12 of 33
utilize such PEG Channels, in its sole discretion, until such time as the applicable local franchise
authority elects to utilize the PEG Channels for their intended purposes.
6.1.3 Franchisee shall use reasonable efforts to interconnect its Cable System
w th the existing cable operator(s). Prior to the Service Date, the Franchisee shall initiate
interconnection negotiations with the existing cable operator(s) to cablecast, on a live basis,
p blic, educational and governmental access programming consistent with this Franchise.
Interconnection may be accomplished by direct i cable, microwave link, satellite or other
reisonable method of connection. Franchisee shall negotiate in good faith with existing cable
o erator(s) respecting reasonable, mutually convenient, cost-effective, and technically viable
in erconnection points, methods, terms and conditions. The LFA shall require the existing cable
o erator(s)to provide such interconnection to the Franchisee on reasonable terms and conditions.
T e Franchisee and the existing cable operator(s) shall negotiate the precise terms and conditions
o an interconnection agreement. The LFA shall use its best efforts to facilitate these
n gotiations. If Franchisee is unable to reach such an agreement within thirty (30) days after
requesting in writing to interconnect with other local cable operator(s), upon request of
Franchisee, LFA shall assist in mediating disputes. If no agreement is reached within an
a ditional thirty (30) days, LFA shall designate th'e point of interconnection with the objective
o, designating an interconnection point at the closest technically feasible location on
F anchisee's Cable System permitting the transmission of high quality signals between cable
s stems for the least cost.. If the cost of interconnection would be unreasonable, interconnection
is not technically feasible or would cause an unacceptable increase in Subscriber rates, or if an
e isting cable operator will not agree to reasonablei terms and conditions of interconnection, the
F anchisee will be under 'no obligation to carry PEG programming originating on the cable
s stem of the existing cable operator or to interconnect the Cable System.
6.1.4 LFA shall require all local producers and users of any of the PEG facilities
0 Channels to agree in writing to authorize Franchisee to transmit programming consistent with
tHis Agreement and to defend and hold harmless Franchisee and the LFA from and against any
d all liability or other-injury, including the reasonable cost of defending claims or litigation,
'sing from or in connection with claims for failure to comply with applicable federal laws,
les, regulations or other requirements of local, state or federal authorities; for claims of libel,
sander, invasion of privacy, or the infringement of common law or statutory copyright; for
authorized use of any trademark, trade name or service mark; for breach of contractual or
other obligations owing to third parties by the producer or user; and for any other injury or
dmage in law or equity, which result from the use of a PEG facility or Channel. LFA shall
establish rules and regulations for use of PEG faciilities, consistent with, and as required by, 47
i�.S.C. §531.
6.1.5 To the extent permitted by federal law, the Franchisee shall be allowed to
r cover any costs arising from the provision of PEG services from Subscribers and to include
s ch costs as a separately billed line item on each Subscriber's bill. Without limiting the
f o rgoing, if allowed under state and federal laws, Franchisee may externalize, line-item, o
otherwise pass-through interconnection costs to Subscribers.
9
OR 3K 7338 Pc 1715
13 of 33
7. COMMUNICATIONS SERVICES TAX
i
Franchisee and City shall comply with the Communications Services Tax Simplification
L w, Chapter 202, Florida Statutes, in its current form and as it may be amended.
8. CUSTOMER SERVICE
Customer Service Requirements are set forth in Exhibit C., which shall be binding unless
a ended by written consent of the parties.
9. REPORTS AND RECORDS
9.1 Open Books and Records: Upon reasonable written notice to the
F anchisee and with no less than thirty (30) business days written notice to the Franchisee, the
LA shall have the right to inspect Franchisee's books and records pertaining to Franchisee's
prjovision of Cable Service in the Franchise Area at any time during Normal Business Hours and
one a nondisruptive basis, as are reasonably necessary to ensure compliance with the terms of this
Fj1anchise. Such notice shall specifically reference the section or subsection of the Franchise
whhi,ch is under review, so that Franchisee may organize the necessary books and records for
r-
appropriate access by the LFA. Franchisee shall Inot be required to maintain any books and
r cords for Franchise compliance purposes longer than three (3) years. Notwithstanding
ything to the contrary set forth herein, Franchisee shall not be required to disclose information
t at it reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an
rliate's books and records not relating to the provision of Cable Service in the Service Area.
The LFA shall treat any information disclosed by Franchisee as confidential and only to disclose
it to employees, representatives, and agents thereof that have a need to know, or in order to
eiforce the provisions hereof. Franchisee shall not be required to provide Subscriber
irfformation in violation of Section 631 of the Communications Act, 47 U.S.C. §551.
9.2. Records Required: Franchisee shall at all times maintain:
9.2.1. Records of all written complaints for a period of three (3) years
açter receipt by Franchisee. The term "complaint" as used herein refers to complaints about any
a pect of the Cable System or Franchisee's cable operations, including, without limitation,
c mplaints about employee courtesy. Complaints
recorded will not be limited to complaints
requiring an employee service call;
9.2.2. Records of outages for a period of three (3) years after occurrence,
indicating date, duration, area, and the number of Subscribers affected, type of outage, and
c use;
9.2.3. Records of service calls for repair and maintenance for a period o�
t ee (3) years after resolution by Franchisee, indicating the date and time service was required
e date of acknowledgment and date and time service was scheduled (if it was scheduled), and
e date and time service was provided, and (if different) the date and time the problem wa
r solved;
10
OR 7338 PG 1716
14 of 33
9.2.4. Records of installation/reconnection and requests for service
e tension for a period of three years after the request was fulfilled by Franchisee, indicating the
d to of request, date of acknowledgment, and the date and time service was extended; and
9.2.5. A map showing the area of coverage for the provisioning of Cable
Services and estimated timetable to commence providing Cable Service.
10. INSURANCE AND INDEMNIFICATION
10.1 Insurance:
10.1.1. Franchisee shall maintain in full force and effect, at its own cost
d expense, during the Franchise Term,the following insurance coverage:
10.1.1.1. Commercial General Liability Insurance in the amount
of one million dollars ($1,000,000) combined single limit for property damage and bodily injury.
Such insurance shall cover the construction, operation and maintenance of the Cable System, and
t e conduct of Franchisee's Cable Service business in the LFA.
10.1.1.2. Automobile Liability Insurance in the amount of one
illion dollars ($1,000,000) combined single limit for bodily injury and property damage
c verage.
10.1.1.3. Workers' Compensation Insurance meeting all legal
requirements of the State of Florida.
10.1.1.4. Employers' Liability Insurance in the following amounts:
( ) Bodily Injury by Accident: $100,000; and,, (B) Bodily Injury by Disease: $100,000
e' ployee limit; $500,000 policy limit.
10.1.2. The LFA shall be designated as an additional insured under each
o the insurance policies required in this Article- 10 except Worker's Compensation and
E ployer's Liability Insurance.
10.1.3. Franchisee shall not cancel .any required insurance policy without
o taming alternative insurance in conformance witl this Agreement.
10.1.4. Each of the required insurance policies shall be with sureties
qualified to do business in the State of Florida, with an A- or better rating for financial condition
d financial performance by Best's Key Rating Guide, Property/Casualty.Edition.
10.1.5. Upon written request, Franchisee shall deliver to LFA Certificates
o Insurance showing evidence of the required coverage.
10.2. Indemnification:
10.2.1. Franchisee agrees to indemnify, save and hold harmless, and
d fend the LFA, its officers, agents, boards and employees, from and against any liability for
11
OR aK 7338 Pc 1717
15 cf 33
d mages or claims resulting from tangible property damage or bodily injury (including
a cidental death), to the extent proximately caused by Franchisee's negligent construction,
o eration, or maintenance of its Cable System, provided that the LFA shall give Franchisee
'tten notice of its obligation to indemnify the LFA within ten (10) days of receipt of a claim or
a tion pursuant to this subsection. Notwithstanding the foregoing, Franchisee shall not
ii demnify the LFA for any damages, liability or claims resulting from the willful misconduct or
n gligence of the LFA, its officers, agents, employees, attorneys, consultants, independent
c ntractors or third parties or for any activity or £unction conducted by any Person other than
Franchisee in connection with PEG Access or EAS, or the distribution of any Cable Service over
ti e Cable System.
10.2.2. With respect to Franchisee's indemnity obligations set forth in
S ibsection 10.2.1, Franchisee shall provide the defense of any claims brought against the LFA
b selecting counsel of Franchisee's choice to defend the claim, subject to the consent of the
L A, which shall not unreasonably be withheld. Nothing herein shall be deemed to prevent the
L A from cooperating with the Franchisee and participating in the defense of any litigation by
it own counsel at its own cost and expense, provided however, that after consultation with the
L A, Franchisee shall have the right to defend, settle or compromise any claim or action arising
h reunder, and Franchisee shall have,the authority to decide the appropriateness and the amount
o any such settlement. In the event that the terms of any such proposed settlement includes the
ri lease of the LFA and the LFA does not consent to the terms of any such settlement or
c mpromise, Franchisee shall not settle the claim or action but its obligation to indemnify the
L A shall in no event exceed the amount of such settlement.
10.2.3. LFA shall hold harmless and defend Franchisee from and against
d shall be responsible for damages, liability or claims resulting from or arising out of the
i11fu1 misconduct or negligence of the LFA.
10.2.4. The LFA shall be: responsible for its own acts of willful
isconduct or negligence, or breach of obligation committed by the LFA for which the LFA is
1 gaily responsible, subject to any and all defenses and limitations of liability-provided by law.
T ie Franchisee shall not be required to indemnify the LFA for acts of the LFA which constitute
'llful misconduct or negligence, on the part of the LFA, its officers, employees, agents,
a orneys, consultants, independent contractors or third parties.
11. TRANSFER OF FRANCHISE
Subject to Section 617 of the Communications Act, 47 U.S.C. § 537, no Transfer
o the Franchise shall occur without the prior consent of the LFA, provided that such consent
s all not be unreasonably withheld, delayed or conditioned. No such consent shall be required,
h wever, 'for a transfer in trust, by mortgage, by other hypothecation, by assignment of any
ri hts, title, or interest of the Franchisee in the Franchise or Cable System in order to secure
i debtedness, or otherwise for transactions otherwise excluded under Section 1.32 above.
12. RENEWAL OF FRANCHISE
12
OR BK 7338 po 1718
1B of 33
12.1. The LFA and Franchisee agree that any proceedings undertaken by the
L A that relate to the renewal of this Franchise shall be governed by and comply with the
p ovisions of Section 626 of the Communications Act, 47 U.S.C. § 546.
12.2. In addition to the procedures set forth in said Section 626 of the
Communications Act, the LFA shall notify Franchisee of all of its assessments regarding the
i entity of future cable-related community needs and interests, as well as the past performance of
F anchisee under the then current Franchise term. The LFA further agrees that such assessments
s all be provided to Franchisee promptly so that Franchisee has adequate time to submit a
p oposal under 47 U.S.C 546 and complete renewal of the Franchise prior to expiration of its
trm.
12.3. Notwithstanding anything to the contrary set forth herein, Franchisee and
ti e LFA agree that at any time during the term of the then current Franchise, while affording the
p Lblic appropriate notice and opportunity to comment, the LFA and Franchisee may agree to
dertake-and fmalize informal negotiations regarding renewal of the then current Franchise and
ti e LFA may grant a renewal thereof.
12.4. Franchisee and the LFA consider the terms set forth in this Article 12 to be
c o nsistent with the express provisions of 47 U.S.C. 546.
13. ENFORCEMENT AND TERMINATION OF FRANCHISE
13.1. Notice of Violation: If at any time the LFA believes that Franchisee has
n t complied with the terms of the Franchise, the LFA shall informally discuss the matter with
F anchisee. If these discussions do not lead to resolution of the problem in a reasonable time,the
L A shall then notify Franchisee in writing of the exact nature of the alleged noncompliance in a
ri asonable time (for purposes of this Article,the"Noncompliance Notice").
13.2. Franchisee's Right to Cure or Respond: Franchisee shall have thirty (30)
days from receipt of the Noncompliance Notice to: 'i(i) respond to the LFA,.if Franchisee contests
(ii whole or in part) the assertion of noncompliance; (ii) cure such noncompliance; or (iii) in the
e ent that, by its nature, such noncompliance cannot be cured within such thirty (30) day period,
ii 'tiate reasonable steps to remedy such noncompliance and notify the LFA of the steps being
t en and the date by which cure is projected to be completed. Upon cure of any noncompliance,
L A shall provide written confirmation that such cure has been-effected.
13.3 Public Hearing. The LFA shall schedule a public hearing if the LFA seeks
t continue its investigation into the alleged noncompliance in the-event that: (1) Franchisee fails
t respond to the Noncompliance Notice pursuant'to the procedures required by this Article, or
( ) in the event that Franchisee has not remedied the alleged noncompliance within thirty (30)
d ys or the date projected pursuant to Section 13.2(iii) above. The LFA shall provide Franchisee
a least thirty (30) business days prior written notice of such public hearing, which will specify
tl e time, place and purpose of such public hearing, and provide Franchisee the opportunity to be
hard.
13
OR BK 7338 PG 1719
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13.4 Enforcement: Subject to applicable federal and state law, in the event the
L A, after the public hearing set forth in Section 13.3, determines that Franchisee is in default o
y provision of this Franchise, the LFA may:
13.4.1 Seek specific performance of any provision, which reasonably
1 nds itself to such remedy, as an alternative to damages; or
13.4.2 Commence an action at law for monetary damages or seek other
e uitable relief; or
13.4.3 In the case of a substantial material default of a material provision
o the Franchise, seek to revoke the Franchise in accordance with Section 13.5.
13.5 Revocation: Should the LFA seek to revoke this Franchise after following
t e procedures set forth above in this Article, including the public hearing described in Section
1 .3., the LFA shall give written notice to Franchisee of such intent. The notice shall set forth
tie specific nature of the noncompliance. The Franchisee shall have ninety (90) days from
r ceipt of such notice to object in writing and to state its reasons for such objection. In the event
t e LFA has not received a satisfactory response from Franchisee, it may then seek termination
o the Franchise at a second public hearing. The LFA shall cause to be served upon the
F anchisee, at least thirty (30) business days prior to such public hearing, a written notice
s ecifying the time and place of such hearing and stating its intent to revoke the Franchise.
13.5.1 At the designated hearing, Franchisee shall be provided a fair
o portunity for full participation, including the right to be represented by legal counsel, to
ii troduce relevant evidence, to require the production of evidence, to compel the relevant
t stimony of the officials, agents, employees or consultants of the LFA, to compel the testimony
o other persons as permitted by law, and to question and/or cross examine witnesses. A
c mplete verbatim record and transcript shall be made of such hearing.
13.5.2 Following the public hearing, Franchisee shall be provided up to
t ' (30) days to submit its proposed findings and conclusions in writing and thereafter the
L A shall determine (i) whether an event of default has occurred; (ii) whether such event o
d fault is excusable; and (iii) whether such event of default has been cured or will be cured by
ti e Franchisee. The LFA shall also determine whether to revoke the Franchise based on the
ii formation presented, or, where applicable, grant additional time to the Franchisee to affect any
c re. If the LFA determines that the Franchise shall be revoked,the LFA shall promptly provide
F anchisee with a written decision setting forth its reasoning. Franchisee may appeal such
d termination of the LFA to an appropriate court, which shall have the power to- review the
decision of the LFA. Franchisee shall be entitled to such relief as the court finds appropriate.
S ich appeal must be taken within sixty (60) days oF Franchisee's receipt of the determination o
tl e franchising authority.
13.5.3 The LFA may, at its sole discretion,take any lawful action which it
d ems appropriate to enforce the LFA's rights under the Franchise in lieu of revocation of the
F anchise.
14
OR 3K 7338 Fs 1720
18 of 33
13.6 Franchisee Termination: Franchisee shall have the right to terminate this
F anchise and all obligations hereunder within ninety (90) days after the end of three (3) years
m the Service Date of this Franchise, if at the end of such three (3) year period Franchisee
d o es not then in good faith believe it has achieved a commercially reasonable level of Subscriber
penetration on its Cable System. Franchisee may consider subscriber penetration levels outside
ti e Franchise Area in this determination. Notice to terminate under this Section 13.6 shall be
g ven to the City in writing, with such termination to take effect no sooner than one hundred and
t enty (120) days after giving such notice. Franchisee shall also be required to give its then
c rrent Subscribers not less than ninety (90) days prior written notice of its intent to cease Cable
S rvice operations.
14. MISCELLANEOUS PROVISIONS
14.1. Actions of Parties: In any action by the LFA or Franchisee that is
ii andated or permitted under the terms hereof, such party shall act in a reasonable, expeditious,
d timely manner. Furthermore, in any instance where approval or consent is required under
ti e terms hereof, such approval or consent shall not be unreasonably withheld, delayed or
c nditioned.
14.2. Binding Acceptance: This 1greement shall bind and benefit the parties
h reto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees,
s ccessors and assigns, and the promises and obligations herein shall survive the expiration date
h reof.
14.3. Preemption: In the event that federal or state law, rules, or regulations
p eempt a provision or limit the enforceability of a provision of this Agreement, the provision
s all be read to be preempted to the extent, and for the time, but only to the extent and for the
ti ne, required by law. In the event such federal or state law, rule or regulation is subsequently
r pealed, rescinded, amended or otherwise changed so that the provision hereof that had been
Id-
empted is no longer preempted, such provision shall thereupon return to full force and effect,
shall thereafter be binding on the parties hereto without the requirement of further action on
tie part of the LFA.
14.4. Force Majeure: Franchise' shall not be held in default under, or in
n ncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty
r lating to noncompliance or default, where such noncompliance or alleged defaults occurred or
re caused by a Force Majeure. The parties recognize that force majeure conditions may delay
a equired action of the LFA under this Franchise and neither franchisee nor LFA shall be held in
d fault under, or in noncompliance with, the prow sions of the Franchise due to a delay of the
L A resulting from force majeure.
14.4.1. Furthermore, the parties hereby agree that it is not the LFA's
ii ention to subject Franchisee to penalties, fines, forfeitures or revocation of the Franchise for
violations of the Franchise where the violation was a good faith error that resulted in no or
minimal negative impact on Subscribers, or where strict performance would result in practical
di liculties and hardship being placed upon Franchisee which outweigh the benefit to be derived
b the LFA and/or Subscribers.
15
OR 7338 PG 1721
19 of 33
14.5. Notices: Unless otherwise expressly stated herein, notices required under
tl e Franchise shall be mailed first class, postage prepaid, to the addressees below. Each party
Ilay change its designee by providing written notice to the other party.
14.5.1.Notices to Franchisee shall be mailed to:
Mr. Alan Ciamporcero
President—Southeast Region
Verizon Communications
P.O. Box 110
Mail Code FLT C0006
Tampa, Florida 33601
14.5.2. with a copy to:
Mr. Jack White
Senior Vice President& General Counsel—Verizon Telecom
One Verizon Way, Room VC43E010
Basking Ridge,New Jersey 07920-1097
14.5.3.Notices to the LFA shall be mailed to:
City of Zephyrhills
Attention: City Manger
5335 Eighth Street
Zephyrhills, Florida 33542
14.5.4 with a copy to:
City of Zephyrhills
Attention: City Attorney
5335 Eighth Street
Zephyrhills, Florida 33542
16
it
OR BK 7338 1722
20 of 33
14.6. Entire Agreement: This Franchise and the Exhibits hereto constitute the
e tire agreement between Franchisee and the LFA, and it supersedes all prior or
c ntemporaneous agreements, representations or understanding (whether written or oral) of the
p rties regarding the subject matter hereof. Any ordinances or parts of ordinances that conflict
with the provisions of this Agreement are superseded by this Agreement.
14.7. Amendments: Amendments to this Franchise shall be mutually agreed to
ii writing by the parties.
14.8. Captions: The captions and headings of articles and sections throughout
ti s Agreement are intended solely to facilitate reading and reference to the sections and
p ovisions of this Agreement. Such captions shall not affect the meaning or interpretation of this
greement.
14.9. Severability: If any section, subsection, sentence, paragraph, term, or
p ovision hereof is determined to be illegal, invalid, or unconstitutional, by any court of
c mpetent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof,
such determination shall have no effect on the validity of any other section, subsection, sentence,
p ragraph, term or provision hereof, all of which will remain in full force and effect for the term
o the Franchise.
14.10. Recitals: The recitals set for h in this Agreement are incorporated into the
b dy of this Agreement as if they had been originally set forth herein.
14.11. Modification: This Franchise shall not be modified except by written
ii strument executed by both parties.
14.12 FTTP Network Transfer Prohibition: Under no circumstance including,
'thout limitation, upon expiration, revocation, termination, denial of renewal of the Franchise
o any other action to forbid or disallow Franchisee from providing Cable Services, shall
F anchisee or its assignees be required to sell any right, title. interest, use or control of.any
p rtion of Franchisee's FTTP Network including, without limitation, the cable system and any
capacity used for cable service or otherwise, to the LFA or any third party. Franchisee shall not
b required to remove the FTTP Network or to relocate the FTTP Network or any portion thereof
a a result of revocation, expiration, termination, denial of renewal or any other action to forbid
o disallow Franchisee from providing Cable Services. This provision is not intended to
c ntravene leased access requirements under Title VI or PEG requirements set out in this
14.13. Independent Review: Agreement. LFA and Franchisee each acknowledge
ti at they have received independent legal advice in entering into this Agreement. In the event
ti at a dispute arises over the meaning or application of any term(s) of this Agreement, such
t (s) shall not be construed by the reference to any doctrine calling for ambiguities to be
c nstrued against the drafter of the Agreement.
[remainder of page intentionally left blank]
17
it
it
OR B 7338 pc 17
21 of 33
i
GREED TO THIS 11th DAY OF December, 2006.
LFA
4 c
ttest: _ D � By:
4J/
Lind D Boan y"C1erk lyde C. Bracknell
�• o [Title]1Counci1 President
Verizon Florida LLC
B
Alan Ciamporce o
[Title] President—Sout east Region
FO
Att Y
Date p
18
OR 13K 7338 PG 1724
22 of 33
EJKHIBITS
E •bit A: Municipal Buildings to be Provided Free Cable Service
E 'bit B: Franchise Area and Initial Service Area
E 'bit C: Customer Service Standards
II
' I
19
OR eK 7338 .. 172 P .
23 of 33
EXHIBIT A
MUNICIPAL BUILDINGS TO BE PROVIDED FREE CABLE SERVICE
• Alice Hall Community Center
38116 5th Avenue
Zephyrhills, FL 33542
• City Hall
5335 8th Street
Zephyrhills, FL 33542
• Fire Station#2
38410 6th Avenue
Zephyrhills, FL 33542
• City Library
5347 8th Street
Zephyrhills, FL 33542
• Municipal Airport Terminal
39450 South Avenue
Zephyrhills, FL 33542
• Maintenance Facility/Yard
39421 South Avenue
Zephyrhills, FL 33542
, I
• Historic Railroad Depot/Museum
39110 South Avenue
Zephyrhills,FL 33542
• Wastewater Treatment Plant/Facility
39825 Alston Avenue
Zephyrhills, FL 33542
• Fire Station#1
6907 Dairy Road
Zephyrhills, FL 33542
• Robert G. Howell Police Station
6118 8th Street
Zephyrhills, FL 33542
20
EXHIBIT B
FRANCHISE AREA AND INITIAL SERVICE AREA
\-:-
KOSSIK City of Zephyrhills, FL
F Verizon Service Areas
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4NS-SEPT2008N1
OR BK 7338 PG 77
25 of 33
EXHIBIT C
CUSTOMER SERVICE STANDARDS
ese standards shall, starting twelve months after the Service Date, apply to the Franchisee to
ti e extent it is providing Cable Services over the Cable System in the Franchise area.
S CTION 1: DEFINITIONS
A. Respond: Franchisee's investigation of a Service Interruption by receiving a
S ibscriber call and opening a trouble ticket, if required.
B. Significant Outage: A significant outage of the Cable Service shall mean any
S rvice Interruption lasting at least four (4) continuous hours that affects at least ten percent
( 0%) of the Subscribers in the Service Area.
C. Service Call: The action taken by the Franchisee to correct a Service Interruption
thi effect of which is limited to an individual Subscriber.
D. Standard Installation: Installations where the subscriber is within one hundred
enty five (125) feet of trunk or feeder lines.
S CTION 2: TELEPHONE AVAILABILITY
A. The Franchisee shall maintain a toll-free number to receive all calls and inquiries
m Subscribers in the Franchise Area and/or residents regarding Cable Service. Franchisee
r presentatives trained and qualified to answer questions related to Cable Service in the Service
ea must be available to receive reports of Service Interruptions twenty-four (24) hours a day,
s ven (7) days a week, and other inquiries at least forty-five (45) hours per week. Franchisee
r presentatives shall identify themselves by name when answering this number.
B. The Franchisee's telephone number shall be listed, with appropriate description
( .g. administration, customer service, billing, repair, etc.), in the directory published by the local
ti lephone company or companies serving the Service Area, beginning with the next publication
c cle after acceptance of this Franchise by the Franchisee.
C. Franchisee may use an Automated Response Unit ("ARU") or a Voice Response
nit ("VRU") to distribute calls. If a foreign language routing option is provided, and the
S ibscriber does not enter an option, the menu will default to the first tier menu of English
o tions.
After the first tier menu (not including a foreign language rollout) has run through three
t' nes, if customers do not select any option, the ARU or VRU will forward the call to a queue
f r a live representative. The Franchisee may reasonably. substitute this requirement with
other method of handling calls from customers who do not have touch-tone telephones.
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FOR F K 7338 PG 1728
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D. Under Normal Operating Conditions, calls received by the Franchisee shall be
swered within thirty (30) seconds. The Franchisee shall meet this standard for ninety percent
( 0%) of the calls it receives at all call centers receiving calls from Subscribers, as measured on a
cimulative quarterly calendar basis. Measurement of this standard shall include all calls
received by the Franchisee at all call centers receiving calls from Subscribers, whether they are
swered by a live representative, by an automated attendant, or abandoned after 30 seconds of
c 11 waiting.
E. Under Normal Operating Conditions) callers to the Franchisee shall receive a busy
si nal no more than three (3%)percent of the time during any calendar quarter.
F. At the Franchisee's option, the measurements above may be changed from
c lendar quarters to billing or accounting quarters. I The Franchisee shall notify the LFA of such
a change not less than thirty(30) days in advance.
S CTION 3: INSTALLATIONS AND SERVICE APPOINTMENTS
A. All installations will be in accordance with FCC rules, including but not limited
t , appropriate grounding, connection of equipment to ensure reception of Cable Service, and the
p ovision of required consumer information and literature to adequately inform the Subscriber in
ti e utilization of the Franchisee-supplied equipment and Cable Service.
B. The Standard Installation shall be performed within seven (7) business days after
t e placement of the Optical Network Terminal ("ONT") on the customer's premises or within
s ven (7) business days after an order is placed if the ONT is already installed on the customer's
p emises.
The Franchisee shall meet this standard for ninety-five percent (95%) of the Standard
stallations it performs, as measured on a calendar quarter basis, excluding customer requests
f r connection later than seven(7) days after ONT placement or later than seven(7) days after an
o der is placed if the ONT is already installed on the customer's premises.
At the Franchisee's option, the measurements above may be changed from calendar
q iarters to.billing or accounting quarters. The Franchisee shall notify the LFA of such a change
n t less than thirty(30) days in advance.
D. The Franchisee will offer Subscribers "appointment window" alternatives for
rival to perform installations, Service Calls and other activities of a maximum four (4) hours
s heduled time block during appropriate daylight available hours, usually beginning at 8:00 AM
u ess it is deemed appropriate to begin earlier by location exception. At the Franchisee's
d scretion, the Franchisee may offer Subscribers appointment arrival times other than these four
( ) hour time blocks, if agreeable to the Subscriber. These hour restrictions do not apply to
eekends.
S CTION 4: SERVICE INTERRUPTIONS AND OUTAGES
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OFD rK 7338 PG 17
27 of 33
A. The Franchisee shall notify the LFA of any Significant Outage of the Cable
S rvice.
B. The Franchisee shall exercise commercially reasonable efforts to limit any
Significant Outage for the purpose of maintaining, repairing, or constructing the Cable System.
E cept in an emergency or other situation necessitating a more expedited or alternative
notification procedure, the Franchisee may schedule a Significant Outage for a period of more
t an four(4) hours during any twenty-four(24) hour period only after the LFA and each affected
S bscriber in the Service Area have been given fifteen (15) days prior notice of the proposed
Significant Outage. Notwithstanding the forgoing, Franchisee may perform modifications,
r pairs and upgrades to the System between 12.01 l,a.m. and 6 a.m. which may interrupt service,
d this Section's notice obligations respecting such possible interruptions will be satisfied by
n tice provided to Subscribers upon installation and in the annual subscriber notice.
C. Franchisee representatives who are capable of responding to Service Interruptions
ust be available to Respond twenty-four(24)hours a day, seven(7) days a week.
D. Under Normal Operating Conditions, the Franchisee must Respond to a call from
a Subscriber regarding a Service Interruption or of er service problems within the following time
ames:
(1) Within twenty-four (24) hours, including weekends, of receiving
s bscriber calls respecting Service Interruptions in the Service Area.
(2) The Franchisee must begin actions to correct all other Cable Service
p oblems the next business day after notification by the Subscriber or the LFA of a Cable Service
p oblem.
E. Under Normal Operating. Conditions, the Franchisee shall complete Service
ails within seventy-two (72) hours of the time) Franchisee commences to Respond to the
Service Interruption, not including weekends and situations where the Subscriber is not
r asonably available for a Service Call to correct the Service Interruption within the seventy-two
( 2)hour period.
F. The Franchisee shall meet the standard in Subsection E. of this Section for ninety
p rcent(90%) of the Service Calls it completes, as measured on a quarterly basis.
G. The Franchisee shall provide the LFA with a report upon request from the LFA,
b t in no event more than once a year within thirty (30) days following the end of each year,
n ting the percentage of Service Calls completed within the seventy-two (72) hour period no
i eluding Service Calls where the Subscriber was reasonably unavailable for a Service Call
'thin the seventy-two (72) hour period as set forth in this Section. Subject to consumer privac
r quirements, underlying activity will be made available to the LFA for review upon reasonabl
r quest. At the Franchisee's option, the above measurements may be changed from calenda
q arters to billing or accounting quarters. The Franchisee shall notify the LFA of such a change
a least thirty(30) days in advance.
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. I
OR BK 7338 PG 173 P
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• H. Under Normal Operating Conditions, the Franchisee shall provide a credit upon
S bscriber request when all Channels received by that Subscriber are out of service for a period
o four (4) consecutive hours or more. The credit shall equal, at a minimum, a proportionate
ount of the affected Subscriber(s) current monthly bill. In order to qualify for the credit, the
Subscriber must promptly report the problem and allow the Franchisee to verify the problem if
r quested by the Franchisee. If Subscriber availability is required for repair, a credit will not be
p ovided for such time, if any, that the Subscriber is not reasonably available.
I. Under Normal Operating Conditions, if a Significant Outage affects all Video
P ogramming Cable Services for more than twenty-four (24) consecutive hours, the Franchisee
s all issue an automatic credit to the affected Subscribers in the amount equal to their monthly
ri curring charges for the proportionate time the Cable Service was out, or a credit to the affected
s bscribers in the amount equal to the charge for the basic plus enhanced basic level of service
r the proportionate time the Cable Service was out, whichever is technically feasible or, if both
e technically feasible, as determined by Franchisee provided such determination is pon-
d scriminatory. Such credit shall be reflected on Subscriber billing statements within the next
available billing cycle following the outage.
S CTION 5: CUSTOMER COMPLAINTS
Under Normal Operating Conditions, the Franchisee shall investigate Subscriber
c mplaints referred by the LFA within five (5) business days. The Franchisee shall notify the
L A of those matters that necessitate an excess of five (5) business days to resolve, but those
afters must be resolved within fifteen (15) days of the initial complaint. The LFA may require
reasonable documentation to be provided by the Franchisee to substantiate the request for
additional time to resolve the problem. For purposes of this Section, "resolve" means that the
F anchisee shall perform those actions, which, in the normal course of business, are necessary to
ii vestigate the Customer's complaint and advise the Customer of the results of that investigation.
SECTION 6: BILLING
A. Subscriber bills must be itemized, to describe Cable Services purchased by
Subscribers and related equipment charges. Bills shall clearly delineate activity during the
billing period, including optional charges, rebates, credits, and aggregate late charges. Franchisee
s all, without limitation as to additional line items, be allowed to itemize as separate line items,
Franchise fees, taxes and/or other governmentally imposed fees. The Franchisee shall maintain
r cords of the date and place of mailing of bills.
B. Every Subscriber with a current account balance sending payment directly to
Franchisee shall be given at least twenty (20) days from the date statements are mailed to the
• S ibscriber until the payment due date.
' I
25
OR BK 7338 PG 1731
29 of 33
C. A specific due date shall be listed on the bill of every Subscriber whose account is
ci1irrent.
Delinquent accounts may receive a bill which lists the due date as upon receipt;
h wever, the current portion of that bill shall not be considered past due except in accordance
ith Subsection 6.B. above.
D. Any Subscriber who, in good faith, ldisputes all or part of any bill shall have the
o tion of withholding the disputed amount without disconnect or late fee being assessed until the
d spute is resolved provided that:
(1) The Subscriber pays all undisputed charges;
(2) The Subscriber provides notification of the dispute to Franchisee within
f e (5) days prior to the due date; and
(3) The Subscriber cooperates in determining the accuracy and/or
a propriateness of the charges in dispute.
• (4) It shall be within the Franchisee's sole discretion to determine in good
f 'th when the dispute has been resolved.
E. Under Normal Operating Conditions, the Franchisee shall initiate investigation
d resolution of all billing complaints received from Subscribers within five (5) business days
o receipt of the complaint. Final resolution shall not be unreasonably delayed.
F. The Franchisee shall provide a telephone number and address on the bill for
S bscribers to contact the Franchisee.
G. The Franchisee shall forward a copy of any Cable Service related billing inserts or'.
o her mailing sent to Subscribers to the LFA upon request.
H. The Franchisee shall provide all Subscribers with the option of paying for Cable
S rvice by check or an automatic payment option where the amount of the bill is automatically
d ducted from a checking account designated by the Subscriber. Franchisee may in the future, at
it ' discretion, permit payment by using a major credit card on a preauthorized basis. Based on
c edit history, at the option of the Franchisee,the payment alternative may be limited.
I. LFA hereby requests that Franchise omit LFA name, address and telephone
n ber from Franchise bill as permitted by 47 CFR 76.952.
J. Business Office: The Franchisee (or affiliate) shall maintain at least one
c nveniently located business office or like facility within Pasco County that is east of I-75 and
s uth of highways 301 and 98 at which Subscribers may make bill payments. During the term o
t 's Franchise, should Franchisee believe that City subscribers are not sufficiently utilizing
F anchisee's business office or like facility to make bill payments, then the Franchisee and City
anager may agree upon an alternative mechanism by which Franchisee may meet these
S bscribers' needs.
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OR BK 7338 PO 173
30 . of 33
S CTION 7: DEPOSITS,REFUNDS AND CREDITS
A. The Franchisee may require refundable deposits from Subscribers 1) with a poor
c edit or poor payment history, 2) who refuse to provide credit history information to the
F anchisee, or 3) who rent Subscriber equipment from the Franchisee, so long as such deposits
e applied on a non-discriminatory basis. The deposit the Franchisee may charge Subscribers
ith poor credit or poor payment history or who refuse to provide credit information may not
e ceed an amount equal to an average Subscriber's monthly charge multiplied by six (6). The
aximum deposit the Franchisee may charge for Subscriber equipment is the cost of the
e uipment which the Franchisee would need to purchase to replace the equipment rented to the
S tbscriber.
B. The Franchisee shall refund or credit the Subscriber for the amount of the deposit
collected for equipment, which is unrelated to poor credit or poor payment history, after one year
d provided the Subscriber has demonstrated good payment history during this period. The
F anchisee shall pay interest on other deposits if required by law.
C. Under Normal Operating Conditions, refund checks will be issued within the next
a ailable billing cycle following the resolution of the event giving rise to the refund, (e.g.
e uipment return and final bill payment).
D. Credits for Cable Service will be issued no later than the Subscriber's next
a ailable billing cycle, following the determination that a credit is warranted, and the credit is
a proved and processed. Such approval and processing shall not be unreasonably delayed.
E. Bills shall be considered paid when appropriate payment is received by the
F anchisee or its' authorized agent. Appropriate time considerations shall be included in the
F anchisee's collection procedures to assure that payments due have been received before late
n tices or termination notices are sent.
S CTION 8: RATES,FEES AND CHARGES
A. The Franchisee shall not, except to the extent permitted by law, impose any fee or
c arge for Service Calls to a Subscriber's premises to perform any repair or maintenance work
r lated to Franchisee equipment necessary to receive Cable Service, except where such problem
is caused by a negligent or wrongful act of the Subscriber (including, but not limited to a
si uation in which the Subscriber reconnects Franchisee equipment incorrectly) or by the failure
o the Subscriber to take reasonable precautions to protect the Franchisee's equipment (for
e ample, a dog chew).
B. The Franchisee shall provide reasonable notice to Subscribers of the possible
a sessment of a late fee on bills or by separate notice.
27
I.
OR BK 7338 pc, 1733
31 of 33
S CTION 9: DISCONNECTION/DENIAL OF SERVICE
A. The Franchisee shall not terminate Cable Service for nonpayment of a delinquent
a count unless the Franchisee mails a notice of the delinquency and impending termination prior
t •the proposed final termination. The notice shad be mailed to the Subscriber to whom the
Cable Service is billed. The notice of delinquency land impending termination may be part of a
billing statement.
B. Cable Service terminated in error must be restored without charge within twenty-
four (24) hours of notice. If a Subscriber was billed for the period during which Cable Service
as terminated in error, a credit shall be issued to the Subscriber if the Service Interruption was
r ported by the Subscriber.
C. Nothing in these standards shall li I it the right of the Franchisee to. deny Cable
S rvice for non-payment of previously provided able Services, refusal to pay any required
d posit,theft of Cable Service, damage to the Franchisee's equipment, abusive.and/or threatening
b havior toward the Franchisee's employees or representatives, or refusal to provide credit
story information or refusalto allow the Franchisee to validate the identity, credit history and
c edit worthiness via an external credit agency.
S CTION 10: COMMUNICATIONS WITH SUBSCRIBERS
A. All Franchisee personnel, contractors and subcontractors contacting Subscribers
o potential Subscribers outside the office of the Franchisee .shall wear a clearly visible
identification card bearing their name and photograph. The Franchisee shall make reasonable
e fort to account for all identification cards at all times. In addition, all Franchisee
ri presentatives shall wear appropriate clothing while working at a Subscriber's premises. Every
service vehicle of the Franchisee and its contractors or subcontractors shall be clearly identified
a such to the public. Specifically, Franchisee vehicles shall have the Franchisee's logo plainly
v sible. The vehicles of those contractors and subcontractors working for.the Franchisee shall
h ve the contractor's / subcontractor's name plus markings (such as a magnetic door sign)
ii dicating they are under contract to the Franchisee.
B. All contact with a Subscriber or potential Subscriber by a Person representing the
F anchisee shall be conducted in a courteous manner.
C. The Franchisee shall send annual notices to all Subscribers informing them that
y complaints or inquiries not satisfactorily handled by the Franchisee may be referred to the
LA. .
D. All notices identified in this Section shall be by either:
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oR BK 7338 PG 173
32 of 33
(1) A separate document included with a billing statement or included on the
p rtion of the monthly bill that is to be retained by the Subscriber; or
(2) A separate electronic notification
E. The Franchisee shall provide reasonable notice to Subscribers of any pricing
c anges or additional changes (excluding sales discounts, new products or offers) and, subject to
t e foregoing, any changes in Cable Services, including channel line-ups. Such notice must be .
g ven to Subscribers a minimum of thirty (30) days in advance of such changes if within the
c ntrol of the Franchisee, and the Franchisee shall provide a copy of the notice to the LFA
i eluding how and where the notice was given to Subscribers.
F. The Franchisee shall provide information to all Subscribers about each of the
following items at the time of installation of Cable' Services, annually to all Subscribers, at any
t e upon request, and, subject to Subsection 10.E., at least thirty (30) days prior to making
significant changes in the information required by this Section if within the control of the
F anchisee:
(1) Products and Cable Service offered;
(2) Prices and options for Cable Services and condition of subscription to
able Services. Prices shall include those for Cable Service options, equipment rentals, program
ides, installation, downgrades, late fees and other fees charged by the Franchisee related to
able Service;
(3) Installation and maintenance policies including, when applicable,
i ormation regarding the Subscriber's in-home wiring rights during the period Cable Service is
b ing provided;
(4) Channel positions of Cable Services offered on the Cable System;
(5) Complaint procedures, including the name, address and telephone number
o the LFA, but with a notice advising the Subscriber to initially contact the Franchisee about all
c mplaints-and questions;
(6) Procedures for requesting Cable Service credit;
(7) The availability of a parental control device;
(8) Franchisee practices and procedures for protecting against invasion o
p vacy;.and
(9) The address and telephone number of the Franchisee's office to which
c mplaints may be reported.
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OR 7338 Pa 1735
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A copy of notices required in this Subsection 10.F. will be given to the LFA at least
fifteen(15) days prior to distribution to subscribers if the reason for notice is due to a change that
is within the control of Franchisee and as soon as possible if not within the control of Franchisee.
G. Notices of changes in rates shall indicate the Cable Service new rates and old
rtes, if applicable.
H. Notices of changes of Cable Services and/or Channel locations shall include a
d scription of the new Cable Service, the specific channel location, and the hours of operation of
tl�e Cable Service if the Cable Service is only offered on a part-time basis. In addition, should
t Ie channel location, hours of operation, or existence of other Cable Services be affected by the
iiroduction of a new Cable Service, such information must be included in the notice.
I. Every notice of termination of Cable Service shall include the following
information:
(1) The name and address of the Subscriber whose account is delinquent;
(2) The amount of the delinquency for all services billed;
(3) The date by which payment is required in order to avoid termination of
C ble Service; and
(4) The telephone number for the Franchisee where the Subscriber can receive
ac ditional information about their account and discuss the pending termination.
30