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HomeMy WebLinkAboutDocumentation_Regular_Tab 10-D_2/12/1998 e 4 i , 1--6 Memorandum To: Village Council Village Manager�r3 From: Thomas G. Bradford,199$ Date: February 4, Subject: Ordinance ogaCablee AgendaeItemetween Tequesta andAdelphia I recently completed my negotiations with Adelphia As you know, The highlights of the relative are new Agreement. Agreement The Franchise term is for seven (7) years with substantial • a three (3) year renewal option up havingm provisions of this Franchise. compliance with the material P • stem to a capacity of Adelphia is required tolup-grade the sy 750 MHZ within five (5) years of the effective date of the Franchise. ■ Channel capacity shall be maintained at not less than 50 channels at all times. if needed, • The Village is provided with an access channel, subject to limitations . a-delayed ed basis • Council Meetings can be cablecast on a upon tthe completion of and, at the request of the Village, ., Adelphia' s referenced system up-grade, Adelphia shall cablecast Village Council Meetings live, if the Village so requests . Company' s gross • Payment of a Franchise Fee of 5% o thelis qerly basis . paid to the Village revenues to 'be paid on an Currently, Tequesta' s Franchise Fee is 6% and `i annual basis . The 1996 Telecommunications Act limits franchise fees to 5% . Accordingly, Tequesta must comply with the same. Adelphia will provide, free of charge, cable service and ' Internet n subscription serviceVillage. This is£very beneficial ' operated, or leased by the to the operations of the Village, particularly regarding the newly _provided Internet service. Tequesta in the event payment of a transfer fee of $1,500 to Teq • Adelphia Cable is sold or transferred to another. This is to cover Tequesta' s expenses in acting upon the request for sale or transfer. , \ ■ Other Agreement provisions ranging from definitions to revocation procedures. r At your request, a Public Hearing allowing the public to comment on the various aspects of Adelphia Cable, their performance, and the future of cable community needs, was held on February 5, 1998 . Any amendments requested by the Village Council at the Public Hearing have been included herein, and have been approved by Adelphia Cable. It is recommended the Village Council adopt the Ordinance implementing a new Franchise Agreement between Tequesta and Adelphia Cable. TGB/krb council\020498-5.sam a JONES FOSTER ER Flagler Center Tower,Suite 1100 Mailing Address i 505 South Flagler Drive Post Office Box 3475 JOHNSTON!Q, STUBBS P A West Palm Beach,Florida 33401 West Palm Beach,Florida 33402-3475 C7l�71 lJl7 1.1`�. Telephone(561)659-3000 Facsimile(561)832-14541998 Attorneys and Counselors John C.Randolph,Esq. ViIIa a of Direct Dial:(561)650-0458 g Tequesta E-mail:jandolph@Jones-foster.com + JAN 2 2 f" January 21, 1998 VillLaManagersQffice Mr. Thomas G. Bradford Village Manager Village of Tequesta Post Office Box 3273 Tequesta,Florida 33469-0273 RE: Village of Tequesta Ordinance Adopting Adelphia Franchise Agreement Our File No. 13153.1 Dear Tom: Pursuant to your request,I have prepared and enclose herewith an Ordinance adopting the Adelphia Franchise Agreement. Please call me if you have any questions. Sincerely, JONES,FOSTER, JOHNSTON& STUBBS,P.A. John C. Randolph • JCR/ssm Enclosure ORDINANCE NO. AN ORDINANCE OF THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, GRANTING TO SOUTHEAST FLORIDA CABLE, INC. , D/B/A ADELPHIA CABLE COMMUNICATIONS, A NON-EXCLUSIVE FRANCHISE TO CONSTRUCT, OPERATE AND MAINTAIN A CABLE SERVICE IN THE VILLAGE OF TEQUESTA, FLORIDA, PURSUANT TO THE TERMS OF THE AGREEMENT ATTACHED HERETO; PROVIDING FOR SEVERABILITY; PROVIDING FOR REPEAL OF ORDINANCES IN CONFLICT; PROVIDING FOR CODIFICATION; PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1. Consent, right, privilege 'and authority are hereby granted to SOUTHEAST FLORIDA CABLE, INC. , d/b/a ADELPHIA CABLE COMMUNICATIONS, to construct, operate and maintain a cable system in the Village and to provide cable service in the Village of Tequesta qu pursuant to the terms and specifications set forth in the Agreement attached hereto, which Agreement is hereby incorporated as part of this Ordinance as if fully set forth herein. Section 2 . Severability. If any provision of this Ordinance or the application thereof is held invalid, such invalidity shall not affect the other provisions or applications of this Ordinance which" can be given effect without the invalid provisions or applications, and to this end, the provisions of this Ordinance are hereby declared severable. Section 3 . Repeal of Ordinances in Conflict. All other ordinances of the Village of Tequesta, Florida, or parts thereof which conflict with this or any part of this Ordinance are hereby repealed. Section 4 . Codification. This Ordinance shall be codified and made a part of the official Code of Ordinances of the Village of Tequesta. Section 5 . Effective Date. This Ordinance shall take effect immediately upon its passage and approval, as provided by law. THE FOREGOING ORDINANCE was offered by Councilmember , who moved its adoption. The Ordinance was seconded by Councilmember and upon being put to a vote, the vote was as follows: FOR ADOPTION AGAINST ADOPTION The Mayor thereupon declared the Ordinance duly passed and adopted this , day of , 1998 . MAYOR OF TEQUESTA Elizabeth A. Schauer ATTEST: Village Clerk G:\USERS\ATTY\JCR\13153ORD\ADELPHIA.ORD 2 nu�u in 1L •U1•+LIYI IUL Jnir Lf 76 1D•D4 IVU .U11 r.0 A FRANCHISE AGREEMENT BETWEEN VILLAGE OF TEQUESTA, FLORIDA AND SOUTHEAST FLORIDA CABLE, INC.D/B/A ADELPHIA CABLE COMMUNICATIONS TO PROVIDE FOR THE CONSTRUCT )N, OPERATION AND MAINTENANCE OF A CABLE TELEVISION SYSTEM IN VIL .AGE OF TEQUESTA, FLORIDA D PURPOSE. 1.01 Statement of lntent_and Purpose. Village of Tequesta and Southeast Florida Cable, Inc.(d/bla Adelpbia Cable Communications)intend, by the adoption of this Franchise Agreement (referred to herein as the ("Franchise" or the"Agreement"), to bring about the development and operation of a cable television system. This development can contribute significantly to the communications needs and desires of many individuals, associations, and institutions. ,SECTION 2. DEFINTTIONS For the purpose of this Franchise, the following terms, phrases, words, and their derivations shall have the meanings given herein. When not inconsistent with the context,words used in the present tense; include the future tense, words in the plural number include the singular number; and words in the singular number include the plural number. The words "shall" and "will" are mandatory and "may" is permissive.' Words not defined shall be given their common and ordinary meaning. 2.01 "Basic Service" means a group or groups of Cable Services distributed over the cable system consisting of any service tier which includes the retransmission of local television broadcast signals. 2.02 "Cable Act" means the Cable Communications Policy Act of 1984 and the Cable Television Consumer Protection and Competition Act of 1992, 47 U.S.C. § 521 et seq. (1992), and as those acts may hereinafter be amended. 2.03 " 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 television service which includes video programming and which is provided to multiple subscribers within the Village, but such term does not include(A) a facility that serves only to retransmit the television signals of one (1) or more television broadcast stations; (13) a facility that serves only subscribers in one (1) or more multiple unit dwellings under common ownership,control or management,unless such facility or facilities crosses or uses any public right-of-way, including streets or easements; ®a facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the Cable Act, except that such facility shall be considered a cable system to the extent such facility is used in the transmission of video programming directly to subscribers; or (D) any facilities of any electric utility used solely for operating its electric utility systems. 2.04 "Cable Service" means: (I) the one-way transmission to subscribers of video programming or other programming service; and (ii) subscriber interaction, if any, which is r1LGLrRlrl 1L •V14L14110L anil LI 7V 1J•JJ I4U .V11 I .V4 OW 40 required for the selection or use of such video programming or other programming service. 2.05 "chaanel" means a band of frequencies in the electromagnetic spectrum, or any other means of transmission(including, without limitation, optical fibers or any other means now available or that may become available), which is capable of carrying a video signal, an audio signal, a voice signal, or a data signal. 2.06 "Village"means the Village of Tequesta or, as appropriate in the case of specific provisions of this Franchise, any board, bureau, authority, agency, commission, department of, or any other entity of or acting on behalf of, the Village of Tcquesta or any officer, official, employee, or agent thereof, the designee of any of the foregoing, or any successor thereto. 2.07 "Village Council" means the governing body of the Village. 2.08 "Complaint" means any written inquiry, allegation or assertion made by a . subscriber which raises an objection to the business practices of Company. The term"Complaint" does not include an inquiry which is immediately answered by the Company. • 2.09 "Converter" means an electronic device with an appropriate Channel selector that permits a subscriber to view all signals delivered at designated Converter dial locations. 2.10 "prop" means the cable that connects the subscriber terminal at a point in the subscriber's home, designated by the subscriber, to the nearest feeder cable of the system. 2.11 "FCC" means the Federal Communications Commission, its designee, or any successor thereto. 2.12 "Company" means Southeast Florida Cable, Inc.. d/b/a Adelphia Cable Communications, a Florida corporation, with offices located at Main at Water Street, Coudersport, Pennsylvania 16915. 2.13 "Gross Revenues"means all revenues actually collected by the Company relating to the provision of Cable Services, including subscriber revenues and non-subscriber revenues. Gross Revenues does not include revenues relating to the provisions of any telephony or data services. • 2.14 "Iggallizion" means the act of connecting the system from the feeder cable to the subscriber terminal so that cable television service may be received by the subscriber. 2.15 "Pay Television"means the delivery over the system of per-channel or per-program. audio-visual signals to subscribers for a fee or charge. 2.16 "person" means any natural person or any association, firm, partnership, joint 2 nu«rnln 1L•814L(4( (OL MIN 1( "yt$ 15:55 NO .U11 f.05 venture, corporation, or other legally recognized entity, whether for-profit or not-for-profit. 2.17 "Public Property" means any r,.il property, other than a street, owned by any governmental unit. 2.18, ",Service" means only Cable Service, including any Basic service, whether originated by the Company or any other person, which is distributed over, the Cable System. 2.19 "Signal" means any transmission of radio frequency energy or of optical information. 2.20 "Street" means the surface of and the space above and below any public street, public road,public highway, public freeway, public lane, public path, public way, public alley, ". public court, public sidewalk, public boulevard, public parkway, public drive or any public L'a.' 44 easement or right-of-way now or hereafter held by the Village which shall entitle Company to the use thereof for the purpose of installing or transmitting over poles, wires, cables, ebnductors, ducts,conduits, vaults, manholes, amplifiers, appliances, attachments and other property as may be ordinarily necessary and pertinent to a system. 2.21 "Subscriber" means any person or entity who lawfully subscribes to any cable service whether or not a fee is paid for such service. SECTION 3, GRANT OF AUTHORITY AND MN RAL PROVISIONS. 3.01 Grant of Franchise. This Franchise is granted pursuant to the terms and conditions contained herein. Such terms and conditions shall be subordinate to all applicable provisions of state and federal laws, rules, and regulations. 3.02 Authority forUse of Streets. A. For the purpose of constructing, operating, and maintaining a Cable System in the Village, so as to allow for the provision of cable services to Subscribers, Company may erect, install,construct,repair,replace,relocate, reconstruct and retain in, on, over,under,upon, across and along the streets within the Village such lines, cables, conductors, ducts, conduits. vaults,manholes, amplifiers, applismel a,pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of the System, provided that all applicable permits are applied for and granted, all fees paid and all other Village codes and ordinances are otherwise complied with,including but not limited to,codes and ordinances regulating the location of cable system facilities. B. Company shall construct and maintain the System so as not to interfere with other uses of streets. Company shall endeavor to make use of existing poles and other facilities available to Company where feasible and not otherwise prohibited by Village Codes and 3 niLLrntn 1L-014Lf4f fOL JHN Lr -yts 15;5b No .U11 P.Ub 1#14`' Ordinances now or hereafter in effect. 3.03 klamrkontauelike. Upon accr .lance, the Company's nonexclusive franchise for the occupation and use of the streets within the Village for the construction, operation, maintenance,upgrade,repair, and removal of thy, system in accordance with the provisions of this Franchise shall be deemed to have been renewed. 3.04 Franchise Term. This Franchise shall commence upon acceptance by Company as defined herein and shall be in full force and effect for a period of seven('7)years, unless renewed, revoked, or terminated sooner as herein provided. Upon expiration of seven(7)year period, the Company shall have the option, upon substantial compliance with the material provisions of this Franchise, for a three (3) year renewal of this Franchise. 3.05 Area Covered. This Franchise is granted for the territorial boundary of the Village and for any area henceforth added thereto during the term of the Franchise. 3.06 Written Notice, All notices, reports or demands required to be given in writing under this Franchise shall be deemed to be given when delivered personally to the person designated below,or when five(5)days have elapsed after it is deposited in the United States mail in a sealed envelope, with registered or certified mail postage prepaid thereon, or on the next business day if sent by express mail or overnight air courier addressed to the party to which notice is being given, as follows: If to Village: The Village Council of the Village of Tequesta P.O. Box 3273 Tequesta, FL 33469-0273 Attn: Village Manager With Copy to: tones, Foster, Johnston&Stubbs, P.A. P.O. Box 3475 West Palm Beach,Florida 33402-3475 Attn: John C. Randolph, Esq. If to Company: Southeast Florida Cable, Inc. 5 W. 3rd Street Coudersport, Pennsylvania 16915 Attn: Michael Rigas With Copy to: Legal Department Adeiphia Communications.Corporation 5 W. 3rd Street Coudersport, Pennsylvania 16915 • nJJI-Lj 11111 11.0•o14Lf41 roc JI-IIN L( -`ji 1 .D( IVO .U11 F'.U( Such addresses and phone numbers may be changed by either party upon notice to the other party given as provided in this section. 3.07 Franchise Noafaxelusiye. "l E r, Franchise granted herein is non-exclusive. However, the Village agrees that it shall not pl rut another franchisee to utilize the public rights- of-way on terms or conditions which are more favorable or less burdensome than those applied to the Company. To the extent that another franchisee is not subject to such requirements, the Company's corresponding obligations shall be reduced to reflect terms and conditions which are no more burdensome and no less favorable than those applied to any other franchisee. SECTION 4. DESICN PROVISIONS. 4.01 System Design. A. Company shall complete a System upgrade, to a capacity of 750 MHZ, on or before the expiration of five (5)years from the effective date of the Franchise. Company shall, upon request, provide the Village with (1) a full description of the System proposed for construction and (2)upon completion of the System upgrade, maps for the System upgrade. B. Channel ap a itv Company shall at all times throughout the term of the Franchise, at a minimum, provides at least 50 activated downstream channels. In the event that the Company agrees with the Village to further upgrade the Cable System at any time throughout the term of the Franchise, it shall also agree to provide one (1)upstream channel which may be used for the purpose of interconnecting public buildings within the Village. C. Closed Captioning.. All video signals received for transmission that contain closed circuit captioning information for the hearing impaired shall in turn contain such information in the form received when transmitted by.the cable operator to the subscribers of the system in the form received from the video suppliers. In addition, Company agrees to comply with the provisions of Federal, state and local laws concerning handicapped or disabled persons and shall indemnify and hold the Village harmless from any suit, claim or demand against it for violation of such laws which may arise in connection with the Company's provision, or failure to provide, services in conformity with such laws. D. Stereo.Signet. Company's System shall be capable of transmitting, and shall transmit, to subscribers any stereo signals received and carried by the System. 4.02 Provision of Service. The Company, shall provide Cable Service anywhere with the territorial boundary of the Village. ' 4.03 Technical Standards. The system shall be designed, constructed and operated so 5 nLLLI Ilia 1U •VIYGIYI IVG Jrnl LE 70 1,•7f IYU .V11 r .uo as to meet or exceed those technical standards promulgated by the Federal Communications Commission relating to Cable Systems contained in subpart K of part 76 of the Federal Communications Commission's rules and regulations as may, from time to time, be amended. Company agrees to use responsible efforts t.: ;maintain the System at the state of the art then prevailing in the cable television industry, to .i C:extent economically and technically feasible. 4.04 Special Testing. The Compar► shall only be required to conduct such tests as required by the Federal Communications Coliunission. No other testing shall be required of Company. The Village shall be free to conduct its own testing as it deems is warranted, and at its own expense,but such testing shall have no bearing on Company's status as franchisee unless such test requirements are no longer preempted by the Federal Communications Commission. 4.05 Signal Ouali(y. The system shall produce a picture that is consistent with Federal Communications Commission standards. ,$FI TION S_ SERVICE PROVISIONS. 5.01 programs Decisions. All programming decisions shall be at the sole discretion of Company so long as consistent with rules and regulations of the Federal Communications Commission and applicable federal law. Company agrees to use reasonable efforts to maintain programming services at a level then prevailing in the cable television industry, to the extent economically and technically feasible. 5.02 Access Channels. A. The Company shall make available for use by the Village, without charge, a minimum of one (1) activated channel for non-commercial governmental programming, non- commercial public access programming and non-commercial educational programming. B. The Company may use the access channel required in paragraph A for any. programming during those hours when the channel is not in use by the general public, local educational authorities or local government. C. No charges may be made for channel time or playback of locally produced live or pre-recorded programming on the access channel required in paragraph A including character • generated message board when utilized for non-commercial governmental programming, non commercial public access programming or non-commercial educational programming. D. Whenever the access channel required in paragraph A is in use for unduplicated,locally produced live programming for six(6)hours per day, six(6)days per week, for six(6)weeks running, demand for a full-time channel shall be presumed and Company shall refrain from further use of said channel for programming other than that designated by franchise. Once this channel is in use to provide unduplicated locally produced live programming continuous 6 nLCLrnln 1L •o14Lr4( (0L JMIN L( -y25 ID;DU NO .U11 r.0 1 for twelve(12)hours a day, six(6)days per week, for six(6)continuous weeks, Company,upon notice from the Village, shall have three (3) months in which to provide an additional access channel for the same purpose. E. The Village shall establish rules pertaining to the administration of the access channel required in paragraph A. Such rules shall be consistent with the terms and provisions of the Cable Act. F. The Company Shall provide the Village, upon request, with reasonable production support for up to two events per year the Village wishes to transmit on the access channel required in Paragraph A. such support shall consist of the provision of equipment and personnel. The Company shall provide such support for each event for up to six(6)hours. The Village shall provide the Company with four(4)weeks' advance, written notice of its request for such support. G. Company shall not be obligated to cablecast Village Council Meetings. However, upon the delivery to Company by Village of a tape of any meeting which the Village desires to cablecast, Company shall agree to cablecast the meeting on a tape-delayed basis, Notwithstanding the foregoing, upon the completion of its system upgrade, and at the request of the Village, the Company shall cablecast the meeting live. SECTION 6. CONSTRUCTION PROVISIONS. 6.01 Construction Standards. A. All construction practices shall be in accordance with all applicable sections of federal law, including, but not limited to, the Occupational Safety and Health Act of 1970, as amended, as well as all state and local codes where applicable. B. All installation of electronic equipment shall be of a permanent nature, durable and installed in accordance with the provisions of the National Electrical and Safety Code and National Electrical Code as amended. C. Antennas and their supporting structures (tower) shall be painted, lighted, erected and maintained in accordance with all applicable rules and regulations of the Federal Aviation Administration and all other applicable federal, state or local laws, codes and regulations. D. All of Company's plant and equipment, including, but not limited to, the antenna site, headend and distribution system, towers, house connections, structures, poles, wire, cable coaxial cable, fixtures and appurtenances shall be installed, located, erected, constructed, reconstructed, replaced, removed, repaired, maintained and operated in accordance with good engineering practices, performed by experienced maintenance and construction personnel so as 7 IILGLr"fllfl 1L•O14Lr4r 10L JIIIV CI • .uti r.IU tae not to endanger or interfere with improvements the Village may deem appropriate to make or to 4I0 interfere in any manner with the rights of any property owner, or to unnecessarily hinder or obstruct pedestrian or vehicular traffic. E. Company shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices preventing failures and accidents which are likely to cause damage, injury or nuisance to the public. 6.02 Construction Codes and Permits. A. Company shall obtain all required permits from the Village before commencing any work requiring a permit, including the opening or disturbance of any street, or public property or public easement within the Village. Company shall adhere to all building and zoning codes currently or hereafter applicable to construction, operation or maintenance of the system "^ in the Village. B. The Village shall have the right to inspect all construction or installation work performed pursuant to the provisions of this Franchise and to make such tests(at its own expense) as it shall find necessary to ensure compliance with the terms of the Franchise and applicable provisions of local, state and federal law. The preceding sentence shall not alter Company's obligation to comply,at Company's expense, with Village permitting requirements specifying that Company undertake density or compaction testing to verify that relevant roadway base and/or sub- base meets specified density requirements. 6.03 Repair of Streets and Property. Any and all streets or public property or private property, which are disturbed or damaged during the construction,repair,replacement,relocation, operation,maintenance or reconstruction of the system shall be promptly repaired by Company, at its expense, to a condition as good as that prevailing prior to Company's construction. The Village shall have the right to require that it approve repairs performed by Company pursuant to this Section 6.03; such approval shall not be unreasonably withheld. 6.04 Undergroundin,g of Cable. Cable shall be installed underground at Company's expense where both the existing telephone and electrical utilities are already underground. Company shall place cable underground in.newly platted areas in concert with both the telephone and electrical utilities. In the event that telephone or electric utilities are reimbursed by the Village or any agency thereof for the placement of cable underground or the movement of cable, Company shall be reimbursed upon the same terms and conditions as the telephone or electric utilities. 6.05 Reservation 9tStreet Rights. A. Nothing in this Franchise shall be construed to prevent the Village from constructing,maintaining,repairing or relocating sewers; grading,paving,maintaining, repairing, 8 nL«rnln lu:u141(4((t31 JRN 27 '98 15:59 No .011 P.11 ,1w relocating and/or altering any street; constructing, laying down, repairing, maintaining or relocating any water mains; or constructing, maintaining, relocating, or repairing any sidewalk or other public work. B. All such work shall be done, insofar as practicable, in such a manner as not to obstruct, injure or prevent the free use and operation of the poles, wires, conduits, conductors, pipes or appurtenances of Company. C. If any such property of Company shall interfere with the construction or relocation,maintenance or repair of any street or public improvement, whether it be construction, repair, maintenance, removal or relocation of a sewer, public sidewalk, or water main, street or any other public improvement, thirty (30) days notice shall be given to Company by the Village _ . and all such poles, wires, conduits or other appliances and facilities shall be removed or replaced byCompany such manner as shall be directed bythe Village in so that the same shall not interfere with the said public work of the Village, as determined by the Village, and such removal or replacement shall be at the expense of Company herein. Should, however, any utility Company be reimbursed for relocation of its facilities as part of the same work that requires Company to remove its facilities,Company shall be reimbursed upon the same terms and conditions as utilities. D. Nothing contained in this Franchise shall relieve any Person from liability arising out of the failure to exercise reasonable care to avoid injuring Company's facilities while performing any work connected with grading, regrading, or changing the line of any street or public place or with the construction or reconstruction of any sewer or water system. 6.06 Trimmingees. Company shall have the authority to trim trees upon and hanging over public streets, public alleys, public sidewalks, and public places of the Village so as to prevent the branches of such trees from coming in contact with the wires and cables of Company; provided, however, all trimming shall be done, at the expense of Company, under the supervision and direction of the Village. 6.07 Movement of Facilities. In the event it is necessary temporarily to move or remove any of Company's wires, cables, poles, or other facilities placed pursuant to this Franchise, in order to lawfully move a large object, vehicle, building or other structure over the streets of the Village, upon two (2) weeks notice by the Village to Company. Company shall move.at the expense of the person requesting the temporary removal such of his facilities as may be required to facilitate such movements. Any service disruption provisions of this Franchise shall not apply in the event that the removal of Company's wires, cables, poles or other facilities results in temporary service disruptions. SECTION.7. OPERATION AND REPORTING PROVISIONS. 7.01 Open Books and Records. 9 ,v.014Lr4rruz JAN 27'98 16:00 No .011 P.12 r�la, A. The Village shall have the right to inspect azidfor audit,upon two weeks written notice, at any time during normal business hours at the system office all books, records, maps, plans, financial statements, service complaint logs, performance test results, record of requests for service and other like materials of Company'which are reasonably necessary to monitor compliance with the teens of this Franchise. Company shall first be given two(2)weeks written notice of the inspection and/or audit request, the description of and purpose for the inspection and/or audit and description,to the best of the Village's ability, of the books, records, documents and equipment it wants to inspect and/or audit. All costs incurred in connection with the performance of an inspection and/or audit shall be borne by the Village. B. In the event that the Village undertakes performance of an audit in connection with the payment of franchise fees by the Company to the Village and said audit shows a - discrepancy in fees paid and fees owed in excess of 3%, then all costs and fees incurred in connection with the performance of such audit shall be borne by the Company. 7.02 . Copies of all petitions, applications, communications and reports submitted by Company or on behalf of or relating to Company to the FCC, Securities and Exchange Commission or any other federal or state regulatory commission or agency having jurisdiction in respect to any matters affecting the system authorized pursuant to this Franchise shall be sent to the Village upon request. Copies of responses from the regulatory agencies.to Company shall likewise be sent to the Village upon request. 7.03 Annual Report. On or before June 30, including the year in which the Franchise becomes effective, Company shall file with the Village a copy of the following information regarding the system: a financial statement including an income statement; statement of operating expenses; a cash flow statement; and a balance sheet. Such information shall be prepared on an allocated basis in conformance with applicable FCC cost allocation requirements and GAAP. All such reports shall be certified by the Company. SECTIOj(s. SUBSCRIBER SERVICE PROVISIONS Company agrees that it shall comply with the minimum standards set forth in the rules and regulations of the FCC regarding consumer service and customer protection. Company agrees that it shall also comply with the standards of the National Cable Television Association regarding consumer service and customer protection. SECTION 9. GENERAL.FINANCIAL AND INSURANCE PROVISIONS. 9.01 Payment to Village. A. In consideration for the grant of the cable franchise, the Company will pay the Village a fee equal to the following: five percent of the Company's gross revenues derived from { 10 ID:8142747782 JAN 27 '98 16 :01 No .011 P.13 10 t the operation of the Subject Cable System to provide cable service. The Company shall pay such fees to the Village on a quarterly basis no later than the 45th day of the month immediately following the month in which such fees were collected by the Company and on the 45th day following the date on which this Agreement shall terminate or expire. An itemized breakdown (in form and substance reasonably satisfactory to the Village)of such fees shall be included with the quarterly payment. The Village will have the opportunity to request further information relating to such quarterly payments, and the Company will comply with each such reasonable request within ten(10)business days following the delivery thereof. In the event any franchise fee payment amount is not made on or before the required date,the Company shall pay additional compensation and interest charges computed from the due date, compounded daily, equal to 18% per annum during the period such unpaid amount is owed. Except as otherwise provided by law, no acceptance of payment shall be construed as an accord that the amount paid is, in fact, the correct amount, nor shall such acceptance of payment be construed as a satisfaction or release of any claim the Village may have for further or additional sums,provided, however, that payment shall be deemed final upon the completion of any audit pursuant to Section 7.01 and the Village's written acceptance of such an audit's result. As used in this Agreement, the term "gross revenues" , with respect to each twelve-month period ending on December 31, shall mean the aggregate gross revenues of the Company from the operation of the Cable System to provide cable service determined in accordance with generally accepted accounting principles, derived from all sources relating to arising out of, or including the provision of cable programming or cable service(or both)by the Company. For the purpose of determining"gross revenues",gross revenues shall include, but not be limited to, fees charged subscribers for any optional premium, per-channel or per- program service or pay-per-view service; fees charged subscribers for or in respect of any tier of cable service; and all other fees, payments, charges, or other consideration received by the Company from each cable subscriber, from the provision of any cable service and/or from any cable programming source whatsoever, including but not limited to, (i) basic tier service and upper tier programming service; (ii) installation, disconnection, reconnection, additional outlet, and change-in-service fees; (iii) leased access fees; (iv) fees, payments, charges or other consideration received by the Company from cable subscribers with respect to cable programming (including cable digital radio program providers)delivered to the Company by whatever means; (v) revenues derived by the Company from the operation or rental of its studio production facilities and studio production equipment for the benefit of or to the persons having substantial contracts within the Village; (vii)any revenue received by the Company through any means which is intended to have the effect of avoiding the payment of compensation that otherwise would have been paid to the Village hereunder; (viii)revenues derived from advertising on the Cable System. 11 • J mi"P nU1.Lr nIn 1U•O14L141 fOL JMN Lr JO 10 %U1 NO .U11 r.14 qr (ix) Revenues derived from program guides and the sale or carriage of other cable-related services; (x)revenues derived from home shipping and bank-at-home channelsi (xi) Internet services; (xii) any service utilizing Village rights-of-way for service delivery. Gross revenue shall not inclth r , to the extent consistent with generally accepted accounting principles, (i)bad debt write-offs; (11) fees, payments, charges or other consideration received by the Company from the provision; ,;i•direct-to-home satellite services to customers within the Village; (iii) Late fees; (iv) Any 1:;%, fee or assessment imposed by a governmental entity on any cable subscriber, (but not Lk, such fee or tax imposed on the Company) and provided further that gross revenues shall nu adjusted to exclude any net income, ad valorem, payroll, employment, severance, stamp, premium, or windfall profits tax, alternative or add-on minimum tax or any other tax, fee, assessment or charge of any kind whatsoever, or any interest and any penalty thereon, addition to tax or additional amount imposed by any governmental T - authority responsible for the imposition of any such tax with respect to the Company. Nothing in this Agreement shall be construed to limit any authority of the Village to impose tax, fee, or assessment of general applicability. By way of illustration and not limitation,to the extent permitted by applicable law, the Village may impose a tax, fee, or other assessment on any person (other than a cable operator) with respect to Cable Service or other communications service provided by such person over a Cable System for which charges arc assessed to subscribers but not received by the cable operator. Consistent with applicable law, the franchise fee payments required by this agreement shall be in addition to any and all taxes of a general nature and not applicable solely to cable television operations within the Village or other fees or charges which the Company shall be required to pay to the Village or to any state or federal agency or authority, as required herein or by law, all of which shall be separate and distinct obligations of the Company. The Company shall not have or make any claim for any deduction or other credit of all or part of the amount of said Franchise fee payments from or against any of said Village taxes or other fees or charges which the Company is required to pay to the Village, except as required by law. The Company • shall not apply or seek to apply all or any part of the amount of said Franchise fee payments as a deduction or other credit from or against any of said Village taxes or other fees or charges, each of which shall be deemed to be separate and distinct obligations of the Company. Nor shall the Company apply or seek to apply all or any part of the amount of any said taxes or other fees or. charges as a deduction or other credit from or against any of its Franchise fee obligations, each of which shall be deemed to be separate and distinct obligations of the Company. B. Adelphia Communications shall provide the Village with a corporate guaranty of the Company's financial obligations to the Village pursuant to this Section 9.01. The form of this guaranty shall be mutually acceptable to the Village, and Adelphia Communications Corporation. C. The company shall provide free of charge CATV cable service and Internet subscription service to each facility owned, operated, or leased by the Village. Company shall not 12 • nhcLrnlrl 1L .O14L141 (OL JHIY Lr JU 10 ;UL INO .U11 be required to provide CATV Premium Service to such sites. The cost of providing such service shall not be deducted from any franchise fee imposed under this Franchise. 9.02 Violations of Franchise. A. Whenever the Village finds that Company has allegedly violated one (1) or more terms, conditions or provisions of this Franchise, a written notice shall be given to Company. The written notice shall describe in reasonable detail the alleged violation so as to afford Company an opportunity to remedy the violation. Company shall have thirty (30) days subsequent to receipt of the notice in which to either correct the violation or diligently be acting toward correction of the problem. Company may, within ten (10) business days of receipt of notice, notify the Village that there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by Company to the Village shall specify with particularity the matters disputed by Company and shall stay the running of the above-described time. I. The Village shall hear Company's dispute at a regularly or specially scheduled meeting. Company shall have the right to subpoena and cross-examine witnesses. The Village shall determine if Company has committed a violation and shall make written findings of fact relative to its determination. If a violation is found, Company may petition for reconsideration. 2. If after hearing the dispute the claim is upheld by the Village, Company shall have ten (10) business days from such a determination to remedy the violation or failure. B. The time for Company to correct any alleged violation may be extended by the Village if the necessary action to correct the alleged violation is of such a nature or character to require more than thirty (30)days within which to perform provided Company commences the corrective action within the thirty (30) day period and thereafter uses reasonable diligence to correct the violation. C. In accordance with the procedures set forth in this Section 9.02: 1. In the event of a failure to complete the system construction or reconstruction, unless the Council specifically approves the resulting delay or default by motion or resolution, due to the occurrence of conditions beyond the Company's control, Company shall pay One Hundred Dollars ($100.00) per day for each day, or part thereof, the deficiency • continues. 2. In the event of a failure to provide upon written request, data, documents, reports, information, or to cooperate with the Village during an application process or cable system review, Company shall pay Fifty Dollars ($50.00)per day, or part thereof, each violation occurs or continues. 13 MN HULLI'IilH 1U :t$141(4((tf1 JHN 2('98 1b :03 No .011 P .16 it 3. In the event of a failure to test, analyze and report on the performance of the system following a written request pursuant to this Article, Company shall pay to the Village One Hundred Dollars ($100.00 per day for each da , or part thereof, that such noncompliance continues. • 4. In the event of a failure to prov sic in a continuing manner the types of services proposed in the accepted application, unlez:ts the Council specifically approves for Company a delay or change, or the Company has obtained modification of its obligation under Section 625 of the Cable Communications Policy Act of 1984; the Company shall pay to the Village One Hundred Dollars ($100.00) per day for each day or part thereof, that each noncompliance continues. 5. In the event that forty-five(45)days following adoption of a resolution by the Village Council determining a failure of the Company to comply with operational, maintenance or technical standards, the Company shall pay to the Village One Hundred Dollars ($100.00)for each day, or part thereof, that such noncompliance continues. 6. In the event of a failure to provide, upon request. data, documents, reports, information, or to cooperate with the Village during an application process or Cable System review, or to materially comply with Subscriber Service provisions contained in Section 8 of this Franchise, Company shall pay Fifty Dollars($50,00)per day, or part thereof, for each violation that occurs or continues. 9.03 Damages and Dgfcnse. A. Company shall indemnify,defend,and hold harmless the Village,its agents and employees for all damages and penalties, at all times during the term of this Franchise, as a result of Company's negligent acts or omissions relating to its operation of the System. These damages and penalties shall include, but shall not be limited to, damages arising out of personal injury, property damage, copyright infringement, defamation, antitrust, errors and omission, theft, and fire. These damages and penalties shall not include damages arising out of any negligent or malicious act or omission on the part of the Village, its employees, agents or licensees. B. In order for the Village to assert its rights to be indemnified,defended, or held harmless, the Village must: 1. Promptly notify Company of any claim or legal proceeding which gives rise to such right; 2. Afford Company the opportunity to participate in and fully control any compromise, settlement or other resolution or disposition of such claim or proceeding; unless, however, the Village, in its sole discretion, determines that its interests cannot be represented in 14 HLtLrh1H iu:U142(4((82 JRN 27'98 16:04 No .011 P.17 Rite good faith by Company in which case the grantee shall be excused from any further obligation to 41111 indemnify the Village; and 3. Fully cooperate with the reasonable requests of Company, at Company's expense, in its participation in, and control, compromise, settlement or resolution or other disposition of such claim or proceeding subject to paragraph(2)above. 9.04 LiabilityLiabilifyi1151112111M A. Company shall maintain, throughout the term of the Franchise, liability insurance insuring Company and the Village with regard to all damages mentioned in paragraph A of Section 9.03 hereof, in the minimum amounts of: 1. One Million Dollars($1,000,000.00)for bodily injury or death to any one(1)Person; 2. Three Million Dollars ($3,000,000.00) for bodily injury or death resulting from any one accident; 3. Three Million Dollars ($3,000,000.00)for all other types of liability. E. Company shall provide the Village with copies of evidence of insurance providing the coverage required by Paragraph A. Insurance shall be written with a Company or companies acceptable to the Village Finance Director and the Village Attorney. C. In the event of cancellation or material change in the above coverage, the Company will give forty-five (45) days' written notice of cancellation or material change to Village of Tequesta. D. Company shall maintain Workers'Compensation insurance as required by State law. 9.05 Village's Right to Revoke. In addition to all other rights which the Village has pursuant to law or equity, the Village reserves the right to suspend, revoke, terminate or cancel this Franchise, and all rights and privileges pertaining thereto, in the event that: A. Company materially breaches this Franchise including, but not limited to any of the following circumstances each of which shall constitute a material breach of the Franchise: 1. If the franchise was fraudulently obtained. • 15 nU«rnin 1U•O14L141 (0L JHN zr - is 1b :U4 NO .U11 N.18 • • 2. If the franchisee should default in the performance of any material obligations under the Agreement or the ordinance under which this franchise is granted. Within thirty (30)days' written notice thereof to the Franchisee, the Franchisee shall be afforded the opportunity to cure such defects. 3. If the Franchisee should fail to provide or maintain in full force and effect the liability and indemnification coverages, or the performance bonds or equivalent as required herein. 4. The Franchisee attempts to dispose of any of the facilities or property of its cable communications system to prevent the Village from recovering any payments due or any losses or damages arising out of the franchisee. • 5. The Franchisee has transferred or has attempted to transfer ownership or control of the franchise without necessary prior approval of the Village. 6. The Franchisee attempts to evade any material provision of this article or franchise by a pattern of fraud or deceit; or B. Company becomes insolvent, unable or unwilling to pay its debts, or is adjudged as bankrupt and the Franchisee's creditors or Trustee in Bankruptcy do not agree to fulfill and be bound by all requirements of this Franchise upon request by the Village. 9.06 Revocation Procedures. In the event that the Village determines that Company has violated any material provision of the Franchise, or any material applicable federal, state or local law, the Village may make a written demand on Company that it remedy such violation and that continued violation may be cause for revocation. If the violation, breach, failure, refusal, or • neglect is not remedied within thirty(30)days following such demand or such other period as is reasonable, the Village shall determine whether or not such violation,breach, failure, refusal or neglect by Company is due to acts of God or other causes which result from circumstances beyond Company's control. Such determination shall not unreasonably be withheld. A. At Company's option, a public hearing shall be held and Company shall be provided with an opportunity to be heard upon fourteen(14)days written notice to Company of the time and the place of the hearing. The causes for pending revocation and the reasons alleged to constitute such cause shall be recited in the notice. Said notice shall affirmatively recite the causes that need to be shown by the Village to support a revocation. B. If notice is given and, at Company's option, after a full public proceeding is held,the Village determines then is a violation, breach, failure, refusal or neglect by Company. the Village shall direct Company to correct or remedy the same within such reasonable additional time, in such manner and upon such reasonable terms and conditions as Village may direct. 16 HLtLI'IilH ID:8142747782 JAN 27 '98 16:05 No .011 P .19 Mk C. If after a public hearing it is dew rmined that Company's performance of any 40 of the terms, conditions, obligations, or rcquiremen:;, of Franchise was prevented or impaired due to any cause beyond its reasonable control or not rosonably foreseeable, such inability to perform shall be deemed to be excused and no penalties or sanctions shall be imposed as a result thereof, provided Company has notified Village in writing within thirty (30)days of its discovery of the occurrence of such an event. Such cause;, beyond Company's reasonable control or not reasonably foreseeable shall include, but shall not be limited to, acts of God, civil emergencies and labor strikes. D. If, after notice is given and, at Company's option, a full public proceeding is held, the Village determines there was a violation, breach, failure, refusal or neglect, then the Village may declare, by resolution, the Franchise revoked and canceled and of no further force - and effect unless there is compliance within such period as Village may fix, such period not to be less than thirty(30)days. T" E. The issue of revocation shall automatically be placed upon the Village Council agenda at the expiration of the time set by it for compliance. The Village then may terminate Frei:106w.forthwith upon finding that Company has failed to achieve compliance or may further extend the period, in its discretion. F. If the Village, after notice is given and, at Company's option, a full public proceeding is held and appeal is exhausted, declares the Franchise breached, the parties may pursue their remedies pursuant to Franchise or any other remedy, legal or equitable. Company may continue to operate the system until all legal appeals procedures have been exhausted. SECTION 10. FORFCWSURE_AND RECEIVEF . 10.01 Foreclosure. Upon the foreclosure or other judicial sale,of the system, Company shall notify the Village of such fact and such notification shall be treated as a notification that a change in control of Company has taken place. 10.02 Receivership. The Village shall have the right to cancel this Franchise subject to any applicable provisions of state law, including the Bankruptcy Act, ninety(90)days after the appointment of a receiver or trustee to take over and conduct the business of Company, whether in receivership,reorganization,bankruptcy or other action or proceeding,unless such receivership or trusteeship shall have been vacated prior to the expiration of said ninety(90)days, or unless: A. Within ninety (90) days after his election or appointment, such receiver or trustee shall have complied with all the material provisions of this Franchise and remedied all defaults thereunder; and, B. Such receiver or trustee, within said ninety (90)days, shall have executed an agreement,duly approved by the Court having jurisdiction in the premises, whereby such receiver 17 -` nLLLI ln 1L•01YLf 4[ FOL. J hl.1 LI 7C3 10 BUJ IVO .U11 r.LU R or trustee assumes and agrees to be bound by each and every provision of this Franchise. SECTION 11. RFM )VAL..TRANSFER ANC..'I CASE. 11.01 Removal Af er Revocation or Ex.sirntion• A. At the expiration of the preset= and all subsequent renewal terms for which the Franchise is granted, or upon its revocation, as provided for, Company shall have the right to remove, at Company's expense, all or any portion of the System from all streets and public property within the Village. In so removing the System, Company shall refill and compact at its own expense, any excavation that shall be made and shall leave all streets, Public Property and private property in as good a condition as that prevailing prior to.Company's removal of the System, and without affecting, altering or disturbing in any way electric, telephone or utility, cables wires or attachments. The Village, or its delegation, shall have the right to inspect and ,. approve the condition of such streets and public property after removal. B. If Company has failed to commence removal of the System, or such part thereof as was designated within thirty(30)days after written notice of removal is given, or if Company has failed to complete such removal within a reasonable time year after written notice of removal is given, the Village shall have the right to exercise one of the following options: 1. Declare , contingent upon payment to Company of fair market value for the System, all right, title and interest to the System to be in the Village or its delegator with all rights of ownership including, but not limited to,.the right to operate the System or transfer the System to another for operation by it; or • 2. Cause the System,or such part thereof as the Village shall designate,to be removed at no cost to the Village. The cost of said removal shall be recoverable from the indemnity and penalty section provided for in the Franchise,or from Company directly. 11.02 Sale or Transfer of Franchise. A. This Franchise shall not be sold, assigned or transferred, either in whole or in part, or leased or sublet in any manner, nor shall title thereto, either legal or equitable, or any right, interest or property therein,pass to or vest in any Person without full compliance with the procedure set forth in this section. B. The provisions of this section shall only apply to the sale or transfer of all or a majority of Company's assets, merger (including any parent and its subsidiary corporation), consolidation, or sale or transfer of stock in Company so as to create a new controlling interest. 1. The parties to the sale or transfer shall make a written request to the Village for 18 HULLrr11H 1D:8142747782 JAN 27'98 16:06 No .011 P.21 " its approval of a sale or transfer, A transfer fee of One Thousand Five Hundred Dollars ($1,500.00) shall be made payable to the Village and be furnished with any request for sale, assignment or transfer. 2. The Village shall act on the request referenced above within the 120 day time period. 3. If a public hearing is deemed necessary pursuant to (2)above, such hearing shall be commenced within thirty (30)days of such determination and notice of any such hearing shall be given fourteen(14)days prior to the hearing by publishing notice thereof. The notice shall contain the date, time and place of the hearing and shall briefly state the substance of the action to be considered by the Village. 4. Within thirty (30) days after the closing of the public hearing, the Village shall approve or deny in writing the sale or transfer request. C. In reviewing a request for sale or transfer pursuant to paragraph(A)above, the Village may only inquire into the legal, technical, character and financial qualifications of the prospective controlling party, and Company shall assist the Village in so inquiring. Upon a demonstration of the transferee's qualifications, as set forth above,the Village shall approve the sale/transfer. The Village shall not unreasonably delay or withhold its approval. In no event shall a transfer or assignment of ownership or control.be approved without the transferee becoming a signator to this Franchise. For purposes of this section 11.02,no assignment, transfer or sale shall occur when the franchise is transferred or sold to a Company owned, managed or controlled by Adelphia Communications Corporation, any of its subsidiaries, John J. Rigas or any member of his immediate family or the assets or stock of the Company are transferred to a financial institution as security for refinancing purposes,provided,however,that Company shall reasonably believe that such transfer or sale shall not materially adversely affect the ability of the transferee to comply with the provisions of this Franchise. SE _TION 12. RIGHTS OF IND n 1A S PROTE TED. • 12.01 pj,&criminatory ErActices Prohibited. Company shall not deny service,deny access, or otherwise discriminate against subscribers, programmers or general citizens on the basis of race, color, religion, national origin, sex, or age. Company shall comply at all times with all other applicable federal, state and Village laws, and all executive and administrative orders relating to non-discrimination. 12.02 $ubscrlber Privacy. Company shall comply with all privacy provisions of Section 631 of the Cable Act, as amended. $l.CTION 13. MISCELLANEOUS PkOVISIQNS. 19 I.YLL. 11111 1L•014L f 4 f(UZ JAN 27'98 16:07 No .011 P.22 • 13.01 Compliance with Laws. Company and the Village shall conform to all state and federal laws and rules regarding cable television a_ they become effective, unless otherwise stated. Company shall also conform during the entire; term of the Franchise with all the Village ordinances,resolutions,rules,regulations,orders and requests heretofore or hereafter adopted that do or do not apply specifically to the provision ,.3 f Cable Service that are not preempted by federal law. 13.02 Compliance with F dcraL Stem and Local yaws. If any term, condition or provision of this Franchise or the application thereof to any Person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof and the application of such term, condition or provision to Persons or circumstances other than those as to whom it shall be held invalid or unenforceable shall not be affected thereby, and this Franchise and all the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and to be complied with. In the event that such law, rule or regulation is subsequently repealed, rescinded, amended or otherwise changed so that the provision which had been held invalid or modified is Jag no longer in conflict with the law, rules and regulations then in effect, said provision shall thereupon return to full force and effect and shall thereafter be binding on Company and the Village. 13.03 Administration of Pranchist. • A. The Village shall have continuing regulatory jurisdiction and supervision over the System and the Company's operation under the Franchise. The Village may issue such reasonable rules and regulations concerning the construction, operation and maintenance of the System as are not inconsistent with the provisions of the Franchise. B. Company shall construct, operate and maintain the System subject to the supervision of all the authorities and agents of the Village who have jurisdiction in such matters and in strict compliance with all laws, ordinances, departmental rules and regulations affecting the'system. C. The System and all parts thereof shall be subject to the right of periodic inspection by the Village provided that such inspection shall not unreasonably interfere with the operation of the System and such inspections take place during normal business hours. 13.04 Miscellaneous Violations. A. In accordance with applicable law, from and after the acceptance of the Franchise, it shall be unlawful for any Person to establish, operate or to carry on the business of distributing to any persons in the Village any television signals or radio signals by means of a System unless a Franchise therefor has first been obtained pursuant to the provisions of an ordinance, and unless such Franchise is in full force and effect. 20 • 1 nl«rnln lll:U142(4((t32 JAN 27'98 16:07 No .011 P.23 • B. In accordance with applicable law, from and after the acceptance of the Franchise, the Village shall not allow any Person to construct, install or maintain within any street in the Village, or within any other public property of the Village, or within any privately owned area within the Village which has not yet become a public street but is designated or delineated as a proposed public street on any tentative subdivision map approved by the Village, or the Village's official map or the Village's major thoroughfare plan, any equipment or facilities for distributing any television signals or radio signals through a System, unless a Franchise authorizing such use of such street or property or areas has first been obtained. 13.05 Emergency fie. In the case of any emergency or disaster, Company shall, upon request of the Village,make available its System and related facilities to the Village for emergency use during the emergency or disaster period. Specifically the Company shall provide and video override on all channels for transmission of emergency messages, such video override being in the form of a "crawl" information to be Superimposed on all channels (except where such lit,.. insertion is prohibited by law). ih 13.06 caugagligg. This Franchise shall he construed and enforced in accordance with the substantive laws of the State of Florida and without reference to its principals of conflicts of law. 13.07 Captions. The paragraph captions and headings in this Franchise are for convenience and reference purposes only and shall not affect in any way the meaning of interpretation of this Franchise. 13.08 Calculation of Time. Where the performance or doing of any act, duty, matter, payment or thing is required hereunder and the period of time or duration for the performance or during thereof is prescribed and fixed herein,the time shall be computed so as to exclude the first and include the last day of the prescribed or fixed period or duration of time. When the last day of the period falls on Saturday, Sunday or a legal holiday, that day shall be omitted from the computation. SECTION 14. EFFECTIVE DATE: PUBLICATION AND TIME OF ACCEPTANCE. 14.01 Publication Effective Date. This Franchise shall be signed by the Mayor or acting Mayor and attested by the Village Clerk of the Village. The Franchise shall be published in accordance with the requirements of Village and state law and shall take effect upon acceptance by Company. 14.02 Time otAccemance•.Incor oration of Pr'Mali Exbibits. A. Company shall have thirty(30)days from the date of adoption of this Franchise to accept this Franchise. Such acceptance by Company shall be deemed the grant of this Franchise for all purposes. In the event acceptance does not take place within thirty (30)days or such other 21 ' S I1ItLrnim 1L•O141141 fOL JMPI Zr i* 10;Utf NO .U11 r .L4 Igo. time as the Village might allow, this Franchise shall be null and void. B. Upon acceptance of this Fr:;.,chise, Company shall be bound by all the terms and conditions contained herein. Company :hall provide all services and offerings specifically set forth herein to provide Cable Services wit i n the Village. VILLAGE OF TEQUESTA SOUTHEAST FLORIDA CABLE INC. BY: BY: ATTEST: ATTEST: DATE: / I DATE: / J sminiegmaticlimumataMmLarim 22 I U.