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Ordinance 2776CITY OF ALAEDA ORDINANCE NO. 2776 GRATING A NON-EXCLUSIVE CABLE TELEVISION FRACHISE RENEWAL TO UNTED CABLE TELEVISION ALAMDA, INC., d//a TCI CABLEVISION OF ALAMDA FOR A PERIOD OF FIVE YEARS WHEREAS , the original franchise, Ordinance 2096 between the City of Alameda and United Cable Television of Alameda , Inc., aCalifornia Corporation d/b/a TCl Cablevision of Alameda, hereinafter referred to as . " Granteet', has expired and Grantee timely requested a renewal and, WHEREAS, the City encouraged staff to seek and, Council of the City of Alameda has out competition for cable tv services WHEREAS, the City Council of the City of Alameda authorized the City Manager to appoint a team to negotiate with Grantee and develop a new franchise agreement and, WHEREAS, Grantee will provide Alameda subscribers with access to a minimum of 36 additional programmed channels through offering digital video services and, WHEREAS, Grantee will perform necessary upgrades to the cable distribution system in order to offer subscribers the new cable internet services. WHEREAS, The City of Alameda City Council , having determined that the financial, legal, and technical ability of the Grantee is reasonably sufficient to provide services, facilities, and equipment necessary to meet the future cable-related needs of the community, desires to enter into this Franchise Agreement with the Grantee for the construction and operation of a cable system on the terms set forth herein. NOW , THEREFORE, BE IT ORDAINED by the Council of the City of Alameda that: SECTION 1. Short Title This ordinance shall be known as the TCl Cablevision of Alameda Franchise Agreement. SECTION 2. Grant of Franchise This Ordinance is enacted. pursuant to the authority provided in, and all the provisions, terms and conditions of Ordinance No. 2065. This Franchise Agreement, hereinafter referred to as the "Franchise , is betweenthe City of Alameda, a California municipal corporation hereinafter referred to as "Franchising Authority", and United Cable Television of Alameda Inc., a California corporation d/b/a TCI Cablevision of Alameda, hereinafter referred to as "Grantee. SECTION 3. Definition of Terms For the purpose of this Franchise, the following terms, phrases, words, and abbreviations shall have the meanings ascribed to them below. 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 pI ural number: A. "Abandon " or "Abandonment" shall mean the surrender, relinquishment or disclaimer of property or rights to operate a cable system, or any portion thereof, serving a substantial geographic area of its customer base, evidenced by discontinued use for period of at least twelve (12) consecutive months and lack of any significant evidence of an intent to resume use of such property. B. "Basic Cable" is the lowest includes the retransmission of signals. priced tier of service that local broadcast television C. "Communications Act " collectively means the Communications Act of 1934 , the Cable Communications Policy Act of 1984 and the Cable Television Consumer Protection and Competition Act of 1992, as amended by the Telecommunications Act of 1996 and as may be further amended, from time to time. D. "Cable Services" shall mean (A) the one-way transmissionto subscribers of (i) video programming, or (i i) other programming service, and (B) Subscriber interaction , if any, which is required for the selection or use of such video programming or other programming. E. "Cable System" shall mean a facility, consisting of a set of closed transmission paths and associated signal generation reception , and control equipment that is designed to provide Cable Service which includes video programming and which is provided to multiple Subscribers within a community, but such term does not include (A) a facility that serves only to retransmi t the television signals of one or more television broadcast stations (B) a facility that serves Subscribers without using any Public WaYi (C) a facility of a common carrier which is subj ect, in whole or in part, to the provisions of title II of the Communications Act , except that such facility shall be considered a Cable System (other than for purposes of Section 621 (c)) to the extent such facility would not be covered by Title II of the Communications Act (D) an open video system that complies with Section 653 of title VI of the Communications Act or (E) any facilities of any electric utility used solely for operating its electricutility system. F. "FCC" means Federal Communications successor governmental entl ty ther eto. Commission, G. "Franchise" shall mean the initial authorization, or renewal thereof, issued by the Franchising Authority, whether such authorization is designated as a franchise, permit, license, resolution contract, certificate, or otherwise, which authorizes construction and operation of the Cable System. H. "Franchising Authority" means the City California municipal corporation , or the lawful transferee, or assignee thereof. Alameda, successor, I. "Grantee" means United Cable Television of Alameda , Inc. a California corporation d/b/a TCI Cablevision of Alameda, orthe lawful successor, transferee, or assignee thereof.J. "Gross Revenues" mean all revenues received by the Grantee, or any person or affiliate that provides cable service through the operation of the cable system, to provide cable service. Gross revenues include, but are not limited tofees charged subscribers for basic service; fees charged subscribers for any optional, premium , per-channel or per- program service; fees charged subscribers for any tier of service other than basic service; installation , disconnection re-connection and change- in-service fees leased access fees revenue from converter rentals; advertising revenues; revenues from home shopping channels; revenue from the sale, exchange or cablecast by the Grantee of any programming developed on or for access channels or institutional users; revenue from any other one way or two way communications activity not otherwise exempt under state or federal law. Gross revenues shall be the basis for computing the franchise fee imposed pursuant to Section 5 hereof. Gross revenues shall not include any taxes on services furnished by the Grantee which are imposed upon any subscriber or user by the state, county, city or other governmental unit and collected by the Grantee on behalf of said governmental unit, not including the franchise fee, and which the Grantee passes on in full to the applicable tax authority ' or authorities, nor shall it include amounts collected from subscribers for support of public, education, and government access. K. "Person " means an individual , . partnership, j oint stock company, trust, corporation, or entity. association governmental L. "Public Way" shall mean the surface of , and the space above and below , any public street, highway, freeway, bridge, land path, alley, court, boulevard, sidewalk, parkway, way, lane, public way, drive, circle, or other public right-of-way, including, but not limited to, publ ic utility easements, dedicated utility strips, or rights-of-way dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the Franchising Authority in the Service Area which shall entitle the Franchising Authority and the Grantee to the use thereof for the purpose of installing, operating, repairing, and maintaining the Cable System. Public Way shall also mean any easement now or hereafter held by the Franchising Authority within the Service Area for the purpose of public travel , or for utility or public service use dedicated for compatible uses, and shall include other easements or rights-of-way as shall within their proper use and meaning entitle the Franchising Authority and the Grantee to the use thereof for the purposes of installing and operating the Grantee I s Cable System over poles, wires, cables, conductors, ducts , conduits, vaults, manholes, amplifiers, appliances, attachments, and other property as may be ordinarily necessary and pertinent to the Cable System. M. "Service Area" means the present municipal boundaries of the Franchising Authority, including that area formerly knownas the Alameda Naval Air Station (NAS), and the FleetIndustrial Supply Center (FISC) and shall include any additions thereto by annexation or other legal means. Subscriber" services the means a Person Cable System with who the lawfully Grantee I receives express permission. SECTION 4 Grant of Franchise 4 . 1 Grant . The Franchising Authority hereby grants to the Grantee a nonexclusive Franchise which authorizes the Grantee to construct and operate a Cable System in , along, among, upon, across, above, over , under , or in any manner connected with Public Ways within the Service Area and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain in, on , over under , upon , across, or along any Public Way and all extensionsthereof and additions thereto, such poles wires, cables,conductors, ducts, conduits, vaults manholes, pedestals, amplifiers, appliances, attachments, and other related property or equipment as may be necessary or appurtenant to the Cable System. Nothing in this Franchise shall be construed to permit the Franchising Authority to restrict or limit Grantee s right to offer any service over its Cable System in a manner which is prohibited under federal or state law. Term . The Franchise granted hereunder shall be for an initial term of five (5) years commencing on the effective date of the Franchise as set forth in Section 11.9, below, unless otherwise lawfully terminated in accordance with the terms of this Franchise. Extension of F anchise Franchising Authority may at its sole discretion upon the conclusion of the five (5) year term grant a one time 5 year extension of this Franchise to the Grantee, provided that all terms and conditions of this Franchise have been met. SECTION 5 Standards of Service Conditions of Street Occupancy All transmission and distribution structures, poles, other lines, and equipment installed or erected by the Grantee pursuant to the terms hereof shall be located so as to cause a minimum of interference with the proper use of Public Ways and with the rights and reasonable convenience of property owners who own property that adj oins any such Public Ways. Restoration of public Ways If during the course of the Grantee I construction, operation, or maintenance of the Cable System there occurs a disturbance of any Public Way by the Grantee, it shall, at its expense, replace and restore such Public Way to a condition reasonably comparable to the condition of the Public Way existing immediately prior to such disturbance. Repairs must be made in accordance with current City specifications. Relocation at Request of the Franchising Authority Upon its receipt of reasonable advance notice, which notice shall not be less than fifteen (15) business days, the Grantee shall , at its own expense, protect, support, temporarily disconnect, relocate in the Public Way, or remove from the Public Way, any property of the Grantee when lawfully required by the Franchising Authority by reason of traffic conditions, public safety, street abandonment, freeway and street construction, change or establishment of street grade, installation of sewers, drains, gas or water pipes, or any other type of structures or improvements by the Franchising Authority provided, however, the Grantee shall not be required to pay for any relocation, or removal of any of its property or the restoration of the Public Ways due to the relocation or removal of any of its property which may be solely related to the construction, installation, and maintenance of a municipally owned or funded cable and/or telecommunications system(s). The Grantee shall in all cases have the right of Abandonment of its property. If public funds are available to any Person using such street, easement, or right of way for the purpose of defraying the cost of any of the foregoing, Grantee may make application for such funds on its own behalf. Relocation at Request of Third Party The Grantee shall, on the request of any Person holding a building moving permit issued by the Franchising Authority, temporarily raise or lower its wires to permit the moving of such building, provided: (a) the expense of such temporary raising or lowering of wires is paid by said Person,incl uding, if required by the Grantee, making such payment in advancei and (b) the Grantee is given not less than fifteen (15) business days advance written notice to arrange for such temporary wire changes. Trimming of Trees and Shrubbery . The Grantee shall have the authori ty to cause the trimming of trees or other natural growth overhanging any of its Cable System in the Service Area so as to prevent branches from coming in contact with the Grantee I s wires, cables, or other equipment. The Grantee shall use the Franchising Authority fiscal year contractor for all tree and shrubbery trimming activities within the public right of way. Grantee shall be billed directly by the fiscal year contractor for all requested tree or shrubbery trimming at an amount not to exceed the amount charged to the Franchising Authority. Grantee shall direct all requests for tree or shrubbery trimming ,within the public right of way to the public works service center of the Franchising Authority and any such request shall be processed and scheduled within three days. Safety Requirements . Construction , installation and maintenance of the Cable System shall be performed in an orderly and workmanlike manner. All such work shall be performed in accordance with applicable FCC or other federal, state, and local regulations and the National Electric Safety Code. Aerial and Underground Construction In those areas of the Service Area where all of the transmission or distributionfacilities of the respective public and municipal utilities providing telephone and other communications and electric services are underground, the Grantee likewise shall construct, operate, and maintain all of its transmission and distribution facilities underground; provided that Grantee can establish to Franchise Authority satisfaction that such facilities are not actually capable of receiving the Grantee I cable and other equipment without significant technical degradation of the Cable System I signal quality. In those areas of the Service Area where the transmission or distribution facilities of the respective publicand municipal utilities providing telephone and other communications, and electric services are both aerial and underground, the Grantee shall have the sole discretion to construct, operate, and maintain all of its transmission and distribution facilities, or any part thereof aerial underground. Nothing contained in this Section shall require the Grantee to construct, operate, and maintain underground any ground- mounted appurtenances such as Subscriber taps, line extenders, system passive devices (splitters, directional couplers) , amplifiers, power supplies, pedestals, or other related equipment.In the event technology advanced to allow active devices underground, the Grantee may, in its sole discretion, exercise such option. Notwithstanding anything to the contrary contained in this Section 5.7, in the event that all of the transmission or distribution facilities of each of the respective public and municipal utilities providing telephone and other communications and electric services are placed underground after the effective date of this Franchise, the Grantee shall only be required to construct, operate, and maintain all of its transmission and distribution facilities underground if it is given reasonable notice and access to the public and municipal utilities I facilities at the time that such are placed underground. A. New Developments The Franchising Authority shall provide the Grantee with written notice of the issuance of buildingor development permits for planned commercial/residential developments within the Service Area requiring undergrounding of cable facilities. The Franchising Authority agrees to require as a condition of issuing the permit where such condition can be lawfully imposed that the developer give the Grantee access to open trenches for deployment of cable facilities and prior written notice of the date of availability of trenches. Such notice must be received by the Grantee at least ten (10) business days prior to such availability. The Grantee shall be responsible for engineering, deployment labor, and cable facilities. Installation of trench from utility easements to 'individual homes or other structures shall be at the cost of the home/building owner or developer unless otherwise provided. B. Local Improvement District If an ordinance is adopted creating a local improvement district which involves placing underground certain utilities including that of the Grantee which are then located overhead, the Grantee shall participate in such underground proj ect and shall remove poles, cables and wires from the surface of the streets within such district and shall place them underground in conformity with the requirements of the Franchising Authority. The Grantee may include its costs of relocating facilities associated with the undergrounding project insaid local improvement district in its Subscriber's bills if allowed under applicable Federal Rate Regulations. C. Existing Non-Conforming Conditions . Any existing aerial cable plant that is currently located in or crossing a non-aerial street, artery or underground district where Grantee is the onlyentity that is still maintaining an aerial cable distribution system shall be placed underground within the first six months of this franchise renewal. D. Environmental Contamination The Grantee shall be under no obligation to provide Cable Service to any location that may require any environmental remediation or clean-up prior to any construction, installation or maintenance of the Cable System. Grantee shall be responsible to any third parties for any iability which Grantee may incur under State or Federal environntental orsafety laws. However , Franchising Authority agrees not to sue Grantee directly or join Grantee into any suit for environmental liability unless Grantee is a cause of such liability. Required Extensions of Service The Cable System constructed as of the effective date of the Franchise,substantially complies with the material provisions hereof. Whenever the Grantee shall receive a request for Cable Service from at least 15 residences and/or commercial establishments within 1320 cable-bearing strand feet (one-quarter cable mile) of its trunk ordistribution cable, it shall extend its Cable System to such Subscribers at no cost to said Subscribers for Cable System extension other than the usual connection fees for all Subscribers provided that such extension is technically feasible, or as provided for under Section 5.9 of this Franchise. Subscriber Charges for Extensions of Service No Subscribershall be refused service arbitrarily. However for unusual circumstances, such as a Subscriber I s request to locate his/her cable drop underground, existence of more than 150 feet of distance from distribution cable to connection of service to Subscribers, ordensity of less than 15 residences and/or commercial establishments per 1320 cable-bearing strand feet of trunk or distribution cable, service may be made available on the basis ofcapital contribution in aid of construction including and limited to cost of material, labor, and easements. For the purposeof determining the amount of capital contribution in aid construction to be borne by the Grantee and Subscribers in the area in which service may be expanded, the Grantee will contribute an amount equal to the construction and other costs per mile multiplied by a fraction whose numerator equals the actual numberof requesting residences or commercial establishments per 1320 cable-bearing strand feet of its trunks or distribution cable, and whose denominator equals 15 residences and/or commercial establishments. Subscribers who request service hereunder will bear the remainder of the construction and other costs on a pro rata basis. The Grantee m?iY require that the payment of the capital contribution in aid of construction borne by such potential Subscribers be paid in advance. ActualConstruction Subscribers ran ee ontr1. ut1.0n= miles 10 Service to Public Buildings . The Grantee shall, upon request, provide without charge, one outlet of Basic Service to those Franchising Authority offices, fire station (s), police station (s) , and school building (s) as set forth in Exhibit A, attached hereto and made a part hereof. In order to accommodate the relocation of City facilities, the Grantee shall provide within six (6) months of the effective date of this Franchise one outlet of Basic Service to all newly relocated City facilities as set forth in Exhibit attached hereto and made a part hereof. The outlets of Basic Service shall not be used to distribute or sell services in or throughout such buildings, nor shall such outlets be located in areas open to the public. The Franchising Authority shall take reasonable precautions to prevent any use of the Grantee s Cable System in any manner that results ip the inappropriate use thereof or any loss or damage to the Cable System. Users of such outlets shall hold the Grantee harmless from any and all liability or claims arising out of their use of such outlets, including but not limited to, those arising from copyright liability. If additional outlets of Basic Service are provided to such buildings" the building owner shall pay the usual installation fees associated therewith, including, but not limited to, labor and materials. The implementation of the drop policy shall not be interpreted as \ non- capital payments ' requiring or allowing Grantee to offset the costs against the franchise fee. Nothing in this Section will relate to construction costs exceeding $5,000 per location, associated with installation of Cable Service to the Animal Shelter, Fire Station No.5, Bay Farm Library and Interim Library, as set forth in Exhibi t A. 11 Emergency UseA. In accordance with and at the time required by the provisions of FCC Regulations Part 11, subpart D Section 11.51 (g) (1), and as such provisions may from time to time be amended, the Grantee shall install, if it has not already done so,and maintain an Emergency Alert System (EAS) for use in transmitting Emergency Act Notifications (EAN) and Emergency Act Terminations (EAT) in local and state-wide situations as may be designated to be an emergency by the Local Primary (LP), the State Primary (SP) and/or the State Emergency Operations Center (SEOC), as those authorities are identified and defined within FCC Reg. Section 11.51. Grantee will activate return plant , provide modulation equipment, and purchase and install necessary switching equipment to enable live video feeds to the cable system emergency alert system directly from the City s Main Emergency Operations Center. B. The Franchising Authority shall permit only appropriately trained and authorized persons to operate the EAS equipment andshall take reasonable precautions to prevent any use of the Grantee s Cable System in any manner that results in inappropriate use thereof, or any loss or damage to the Cable System. In the event the Grantee provides emergency use equipment , the Grantee shall upon request, periodically provide training on saidequipment. Except to the extent expressly prohibited by law , the Franchising Authority shall hold the Grantee, its employees, officers and assigns harmless from any claims arising out of the emergency use of its facilities by or for the Franchising Authority, including, but not limited to, reasonable attorneys fees and costs, provided that such claims were not due to any negl igence on the part of the Grantee. 12 Customer Service Standards Cable System Office Hours and Telephone Availability (1) Throughout the term of this Franchise, the Grantee must maintain a local office location. The office must be open during Normal Business Hours as defined herein and accessible for customers to make payments and exchange, return or pick up cable equipment. When there are two or more customers waiting for service at the public counter, another customer service representative will be called to the counter to assist when ever one is reasonably available. (2) The Grantee will maintain a local collect call telephone access line which will be Subscribers 24 hours a day, seven days a week. toll-free or available to (i) Trained representatives will be available to respond to customer telephone Normal Business Hours. of the Grantee inquiries during (ii) After Normal Business Hours, an access line will be available to be answered by a service or an automated response system , including a phone answering system. Inquiries received after Normal Business Hours must be responded to by a trained representative of the Grantee on the next business day. (3) Under Normal Operating Conditions, as defined herein, telephone answer time by a trained representative of the Grantee, including wait time, will not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time will not exceed thirty (30) seconds. These standards will be met no less than 90 percent of the time under Normal Operating Conditions, as measured by the Grantee on a quarterly basis. (4) The Grantee shall not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards set forth above unless an historical record of complaints indicates a clear failure to comply with such standards. (5) Under Normal Operating Conditions, the customer will receive a busy signal less than three (3) percent of the time. (6) Customer service center and bill payment locations will be open at least during Normal Business Hours and will be conveniently located. (7) Grantee shall maintain a data base, or log, listing date of customer complaints identifying the subscriber and describing the nature of the complaint, and when and what action was taken by the Grantee in response thereto. Said records shall be kept accessible at the Grantee s local office and be accurate for a period of three years. B. Installations, outages and service calls Under Normal Operating Conditions , each of the following standards will be met no less than ninety five (95) percent of the time, as measured by the Grantee on a quarterly basis: (1) Standard installations will be performed within seven (7) business days after an order has been placed. "Standard" installations are those installations that are located up to 125 feet from the existing distribution system. (2) Excluding conditions beyond its control, the Grantee will begin working on Service Interruptions , as defined herein:(i) Immediate response and priority correction of an outage affecting a critical circuit as designated by the Grantor.(ii) A call involving loss of reception on all channels will be dispatched to the field immediately. If the loss of reception on all channels affects five (5) or more customers, any time of the day or night, repairs will be commenced immediately and pursued diligently. Total loss of reception involving less than five (5) customers will be corrected on the same day received except if reported after 9: 00 p. in which case, correction may be postponed to the following day. The maj ority of all outages (total loss of reception on all channels) will be corrected in four (4) to eight (8) hours or less. (iii). The majority of calls involving degraded reception or signal channel outage will be handled on the same business day if received prior to 9:00 m. In all cases such service calls will be handled no later than the following day. (3) The Grantee will provide appointment window" al ternati ves for installations, service calls, and other installation activities, which will be either a specific time or, at maximum, a four (4) hour time block during Normal Business Hours (Grantee may schedule service calls and other installation activities outside of Normal convenience of the customer) . Business Hours for the express (4) The Grantee shall not cancel an appointment with a Subscriber after the close of business on the business day prior to the scheduled appointment. (5) If a representative of the Grantee is running late for an appointment with a Subscriber and will not be able to keep the appointment as scheduled, the Subscriber will be contacted. The appointment will be rescheduled, as necessary, at a time which is convenient for the Subscriber. Communications between the Grantee and Subscribers. (1 )Notifications to Subscribers:a. The Grantee shall provide written information on each of the following areas at the time of installation of service, at least annually to all Subscribers, and at any time upon request: products and services offered;ii. prices and options for services and conditions of subscription to programming and other services iii.installation and service maintenance policies iv.instructions on how to use the service v. channel positions of programming carried on the Cable Systemi and vi. billing and address and telephone number cable office. complaint procedures, including the of the local Franchising Authority I b. Customers will be notified of any changes inrates, programming services or channel positions as soon as possible through announcements on the Cable System and in writing. Notice will be given to Subscribers a minimum of thirty (30) days in advance of such changes if the change is within the control of the Grantee. In addition , the Grantee shall notify Subscribers thirty (30) days in advance of any significant changes in the other information required by the preceding paragraph. Notwithstanding anything to the contrary in this Section 4., the Grantee shallnot be required to provide prior notice of any rate change resul ting from a regulatory fee, franchise fee, or any other fee,tax, assessments, or charge of any kind imposed by any Federal agency, State or Franchising Authority on the transaction between the Grantee and the Subscriber. If Subscribers decrease their level of cable service as a result of an increase in cable rates wi thinthirty (30) days of such increase, then the Subscriber may not be charged for such decrease in service. All notices to Subscribers regarding rate increases will advise Subscribers of such information. (2 )Billing: a. Bills will be clear, concise and understandable. Bills will be fully itemized, with itemizations including, but not limited to, basic and premium service charges and equipment charges. Bills will also clearly delineate all activity during the billing period , including optional charges, rebates and credits. b. In case of a billing dispute, the Grantee respond to a written complaint from a Subscriber within thirty days from receipt of the complaint. will (30 ) c. Refund checks will be issued promptly, but no later than either (i) the Subscriber's next billing cycle following resolution of the request or 30 days, whichever is earlier, or (ii) the return of the equipment supplied by the Grantee if service is terminated . d. Credits for service will bethan the Subscriber I s next billing cycle determination that a credit is warranted. issued no later following the (3) Definitions For purposes of this Section 5. the following definitions shall apply: a. Normal Business Hours The term Business Hours" means those hours during which most businesses in the community are open to serve Subscribers. "Normal similar In all cases, "Normal Business Hours" shall include some evening hours at least one night per week and/or some weekend hours. "Normal Business Hours " shall be no less than a nine (9) hour period on any business day which falls on any weekday Monday through Friday, and a five (5) hour period on any Saturday. The Grantee will notifyits Subscribers and the Franchising Authority of its Normal Business Hours. b. Normal Operating Conditions - The term "Normal Operating Conditions" means those service conditions which are within the control of the Grantee. Those conditions which are not within the control of the Grantee include, but are not limited to, natural disasters , civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of the Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System. c. Service Interruption The interruption" means the loss of picture or sound channe 1 s . term service on one or more Common Carrier Limitation - The Grantee shall not be required to provide any service if the provision of such service subj ects the Grantee to regulation by any governmental agency such as a utility or common carrier. SECTION 6 Regulation by the Franchising Authority Franchise Fee. A. The Grantee shall pay to the Franchising Authority a franchise fee equal to five (5) percent of Gross Revenues (as defined in Section 3 of this Franchise) received by the Grantee from the operation of the Cable System to provide Cable Services on an annual basis; For the purpose of this Section 6.1, the 12 -month period applicable under the Franchise for the computation of the franchise fee shall be a calendar year. The franchise fee payment shall be due quarterly and payable forty-five (45) days after the close of the preceding quarter. Late fees may not be applied except and unless the fourth quarter payment, or any other quarterly payment due that year , is paid beyond forty-five (45) days after the conclusion of the calendar year. Each payment shallbe accompanied by a brief report from a representative of the Grantee showing the basis for the computation. B. Limitation on Franchise Fee Actions. The period of limitation for recovery of any franchise fee payable hereundershall be five (5) years from the date on which payment by the Grantee is due. Unless the Franchising Authority initiates a lawsuit for recovery of such franchise fees in a court of competent jurisdiction , or provides Grantee with written notice within five (5) years from and after such payment due date, such recovery shall be barred and the Franchising Authority shall be stopped from asserting any claims whatsoever against the Grantee relating to any such alleged deficiencies. Rates and Charges The Franchising Authority may regulate rates for the provision of Basic Cable and equipment as permitted by applicable law , including City of Alameda Ordinance No. 2660. Renewal of Franchise A. The Franchising Authority and the Grantee agree that any proceedings undertaken by the Franchising Authority that relate to the renewal of the Grantee's Franchise shall be governed by and comply with the provisions of Section 626 of the Communications Act, as amended, unless the procedures and substantive protections set forth therein shall be deemed to be preempted and superseded by the provisions of any subsequent provision of federal or state law. B. In addition to the procedures set forth in Section 626 (a) of the Communications Act, the Franchising Authority agrees to notify the Grantee of all of its assessments regarding the identity of future cable-related community needs and interests, as well as, the past performance of the Grantee under the then current Franchise term. The Franchising Authority further agrees that any such assessments shall be provided to the Grantee promptly so that the Grantee has adequate time to submit a proposal under Section 626 (b) of the Communications Act and complete renewal of the Franchise prior to the expiration of its current Franchise term. Notwithstanding anything to the contrary set forth in this Section 6.3, the Grantee and the Franchising Authority agree that at any time during the term of the then current Franchise, while affording the public appropriate notice and opportunity to comment, the Franchising Authority and the Grantee may agree to undertake and finalize informal negotiations regarding renewal of the then current Franchise and the Franchising Authority may grant a renewal thereof. The Grantee and the Franchising Authority consider the terms set forth in this Section 6.3 to be consistent with the express provisions of Section 626 of the Communications Act. Conditions of Sale If a renewal or extension of the Grantee's Franchise is denied or the Franchise is lawfully terminated, and the Franchising Authority either lawfully acquires ownership of the Cable System or by its actions lawfully effects a transfer of ownership of the Cable System to another party, any such acquisition or transfer shall be at the price determined pursuant to the provisions set forth in Section 627 of the Communications Act. The Grantee and the Franchising Authority agree that in the case of a final determination of a lawful revocation of the Franchise, at the Grantee I s request, and with the consent of the Franchise Authority which shall not be unreasonably with held, the Grantee shall be given a reasonable opportunity to effectuate a transfer of its Cable System to a qualified third party. The Franchising Authority further agrees that during such a period of time, it shall authorize the Grantee to continue to operate the Cable System pursuant to the terms of its prior Franchise; however, in no event shall such authorization exceed a period of time greater than six (6) months from the effective date of such revocation. If, at the end of that time, the Grantee is unsuccessful in procuring a qualified transferee or assignee of its Cable System which is reasonably acceptable to the Franchising Authority, the Grantee and the Franchising Authority may avail themselves of any rights they may have pursuant to federal or state law; it being further agreed that the Grantee' continued operation of its Cable System during the six month period shall not be deemed to be a waiver, nor an extinguishment , any rights of either the Franchising Authority or the Grantee. Transfer of Franchise The Grantee s right, title, or interest in the Franchise shall not be sold, transferred, assigned, or otherwise encumbered, other than to an entity controlling, controlled by, or under common control with the Grantee, without the prior consent of the Franchising Authority, which consent not to be unreasonably withheld. Within thirty (30) days of receiving a request for transfer , the Franchising Authori ty shall , in accordance with FCC rules and regulations, notify the Grantee in writing of the information it requires to determine the qualifications of the transferee. If the Franchising Authority has not taken action on the Grantee' request for transfer within one hundred twenty (120) days after receiving such request, consent by the Franchising Authority shall be deemed given. Outstanding Franchise Fees shall become due and payable upon the sale or transfer of the Franchise. Transfer Fee . Grantee agrees to compensate Franchising Authority for the reasonable documented costs and expenses of reviewing any Grantee request for transfer of the Franchise including all reasonable legal costs, up to $.50 per customer the aggregate. SECTION 7 Administration Books and Records The Grantee agrees that the Franchising Authority upon reasonable prior written notice to the Grantee may review such of its books and records at the Grantee s business office, during normal business hours and on a nondisrupti basis, as is reasonably necessary to ensure compliance with the terms of the Franchise. Such records shall include, but shall not be limited to , any public records required to be kept by the Grantee pursuant to the rules and regulations of the FCC. The Grantee shall not be required to provide Subscriber information in violation of Section 631 of the Communications Act, or California Penal Code Section 637. Technical Standards The Grantee shall be responsible for insuring that the Cable System is designed, installed and operated in a manner that fully complies with federal law. As provided in these rules, the Franchising Authority shall have, upon request, the right to examine a copy of test results and records required in accordance with such rules. periodic Review From the effective date of this Franchise, the Franchising Authority may request Grantee conduct performance reviews which provide an opportunity to address the provisions of this Franchise. Such performance reviews shall occur, upon prior written notice from the Franchising Authority, at three year intervals during the Term of this Franchise. These reviews shall not involve a reexamination of this Franchise but may include consideration of the following: A. Grantee s compliance with the terms and conditions of this Franchise. B. The nature and extent of Customer s complaints and Grantee ' s effectiveness in responding to the complaints. The operation , adequacy and quality of services offered by Grantee. D. Changes in cable communication technologies and services and an evaluation of the degree to which the Cable System and related services conform to the state-of -the-art.E. Changes in state and .federal laws and regulations which impact the operation of the Cable System. Ninety (90) days prior to the scheduled review, the City may require the Grantee to submit a report describing ,Grantee compliance with this Franchise and any additional information which is reasonable and appropriate to the scope of the review. Grantee shall submit the report within sixty (60) days after the City s written request for such report. Review of Documents In the event that information is requested by the Franchising Authority pursuant to Sections 7. 1, or 7.2, in the Franchising Authority will be allowed to examine information regarding operating practices, technical performance, and customer response performance as it relates only to compliance with this franchise. The Grantee is not required to provide the Franchising Authority with information regarding Grantee s marketing strategy and/or records related to the profiles or consumer habits of Grantee s customers. SECTION 8 Insurance and Indemnification Insurance Requirements On or before the commencement of the term of this Agreement, Grantee shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs lOA , B , C, D and E. Such certificates, which do not limit Grantee I s indemnification , shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof , the insurer affording coverage shall provide thirty (30) days I advance written notice to the City of Alameda by certified mail Attention: Risk Manager.It is agreed that Grantee shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE Grantee shall maintain the folJ.owing insurance cove.L age: (1) Workers' Compensation Statutory coverage as required by the State of California. (2 ) following Liability Commercial minimum limits: general liability coverage in the Bodily Inj ury:$500,000 each occurrence $1,000,000 aggregate - all other Property Damage:$100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000 000 will be considered equivalent to the required minimum limits shown above. (3 ) Automotive Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: Property Damage: $500 000 each occurrence $100 000 each occurrence Combined Single Limit:$500,000 each occurrence B. SUBROGATION WAIVER Grantee agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, that Grantee shall look solely to its insurance for recovery. Grantee hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Grantee or City with respect to the services of Grantee herein , a waiver of any right to subrogation which any such insurer of said Grantee may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE If Grantee at any time during the term hereQf should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Grantee's name or as an agent of the Grantee and shall be compensated by the Grantee for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED City, its City Council, boards and commissions, officers, and employees shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium , deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURCE The insurance limits required by City are not represented as being sufficient to protect Grantee. Grantee is advised to confer with Grantee I s insurance broker to determine adequate coverage for Grantee. Indemnification Except for loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys I fees, caused solely by the negligence of the City, its City Council, boards and commissions , officers and employees, Grantee shall indemnify, defend and hold harmless Ci ty, its City Council , boards and commissions, officers and employees from and against any and all loss, damages, liability, claims, suits, costs and expenses whatsoever , including reasonable attorneys' fees, regardless of the merits or outcome of any such claim or suit arising from or in any manner connected to Grantee's negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement. Except for loss, damages, liability, claims, suits, costs and expenses whatsoever, including reasonable attorneys' fees, caused solely by the negligence of the City, its City Council, boards and commissions, officers and employees, Grantee shall indemnify, defend and hold harmless City, its City Council boards and commissions , officers and employees from and against any and all loss, damages , liability, claims , suits, costs and expenses whatsoever, including reasonable attorneys' fees, accruing or resulting to any and all persons , firms or corporations furnishing or supplying work , services , materials equipment or supplies arising from or in any manner connected to the Grantee s negligent act or omission regarding performance of services or work conducted or performed pursuant to this Agreement. Enforcement and Termination of FranchiseSECTION 9 Notice of Violation In the event that the Franchising Authority believes that the Grantee has not complied with the terms of the Franchise , it shall notify the Grantee in writing of the exact nature of the alleged noncompliance. The Grantee's Right to Cure ,or Respond The Grantee shall have thirty (30) days from receipt of the notice described in Section 9.1 above: (a) to respond to the Franchising Authority, contesting the assertion of noncompliance, or (b) to cure such default, or (c) in the event that, by the nature of default, such default cannot be cured within the thirty (30) day period initiate reasonable steps to remedy such default and notify the Franchising Authority of the steps being taken and the proj ected date that they will be completed. public Hearing In the event that the Grantee fails to respond to the notice described in Section 9.1 above pursuant to the procedures set forth in Section 9.2 above, or in the event that the alleged default is not remedied wi thin thirty (30) days or the date projected pursuant to 9.2 (c) above, the Franchising Authority shall schedule a public hearing to investigate the alleged default. Such public hearing shall be held at the next regularly scheduled meeting of the Franchising Authority which is scheduled at a time that is no less than five (5) business days therefrom. The Franchising Authority shall notify the Grantee in writing of the time and place of such meeting and provide the Grantee with an opportuni ty to be heard. Enforcement Subj ect to applicable federal and state law, in the event the Franchising Authority, after such meeting, determines that the Grantee is in default of any provision of the Franchise, the Franchising Authority may: A. Seek specific reasonably lends itself damages; performance of any provision, which to such remedy, as an alternative to B. Commence an action at law for monetary damages or seek other equitable relief; or C. In the case of a substantial default of provision of the Franchise, declare the Franchise revoked in accordance with the following: a material Agreement to be The Franchising Authority shall give written notice to the Grantee of its intent to revoke the Franchise on the basis of a pattern of noncompliance by the Grantee, including one or more instances of substantial noncompliance with a material provision of the Franchise. The notice shall set forth the exact nature of the noncompliance. The Grantee shall have ninety (90) days from receipt of such notice to object in writing and to state its reasons for such objection. In the event the Franchising Authority has not received a satisfactory response from the Grantee, it may then s ek termination of the Franchise at a public meeting. The Franchising Authority shall cause to be served upon the Grantee, at least ten (10) days prior to such public meeting, a written notice specifying the time and place of such meeting and stating its intent to request termination of the Franchise. At the designated meeting, the Franchising Authority shall give the Grantee an opportunity to state its position on the matter , after which it shall determine whether or not the Franchise shall be revoked. The Grantee may appeal such determination to an appropriate court, which shall have the power to review the decision of the Franchising Authority. Such appeal to the appropriate court must be taken within sixty (60) days of the issuance of the determination of the Franchising Authority. The Franchising Authority may, at its sole discretion, take any lawful action which it deems appropriate to enforce the Franchising Authority's rights under the Franchise in lieu of revocation of the Franchise. Technical Violations The parties hereby agree that it is not the Franchising Authority s intention to subject the Grantee to penalties, fines, forfeitures or revocation of the Franchise for so-called "technical" breach (es) or violation(s) of the Franchise or local cable ordinance, which shall include but are not limited to the following: A. In instances or for matters where a violation or a breach by the Grantee of the Franchise or local cable ordinance was good faith error that resulted in no or minimal negative impact on the Subscribers wi thin the Service Area B. Where there existed circumstances reasonably beyond the control of the Grantee and which precipitated a violation by the Grantee of the Franchise or local cable ordinance, or which were deemed to have prevented the Grantee from complying with a term or condition of the Franchise or local cable ordinance. SECTION 10 Public, Educational and Government Access 10.Minimum PEG Requirements . Cable TV provider operating a cable distribution system within the jurisdiction of the City of Alameda shall provide or financially support public, education and government access to the following minimum requirements: A. Channels: Reserve a channel to be used solely for public access and local origination programming. A secondchannel to be used solely for government access and a third channel for the sole use of the Alameda Unified School District. B. Studio: Provide space and resources in a local Alameda studio sufficient for development of Public Access programming. C. Equipment: Grantee will have available sui table electronic equipment for use by members of the community in the production, editing or live broadcasting of community programming and will maintain said equipment in satisfactory working order. D. Internships: Offer a minimum of 2 internships per year in the operation of a public access studio and production of local origination programming. E. Classes: community who programming. Offer instructional classes to members of the are intereb _ed 1.1 producing public ac. -ess Public Access Use: Accommodate all public access requests from Alameda residents at the local studio in a timely manner, not to exceed sixty (60) days from the users request. The sixty (60) day timeframe shall not include any period of time during which the public access user is receiving training for use of the studio and editing equipment by the Grantee. Accommodation of additional users may be accomplished through a number .of means including but not limited to, finding time in the existing schedule, purchasing additional equipment, constructing or acquiring additional studio space, increasing equipment training acti vi ties or any other reasonable method which would increase the access or ability of the public to produce local programming wi thin the City of Alameda. 10.Jointly Supported Facilities : The City preserves its right to construct and operate, or contract for the operation of, a public access facility. At such time that the City constructs a public access facility any Grantee operating a cable televisiondistribution system within the City s jurisdiction will connect that respective head end to the origination point. Provided that at such time, the City constructs such a facility, the Grantee will no longer be required to provide Public Access facilities in the City of Alameda. An EOC or Emergency Operating Center, not considered an access studio under the terms of this paragraph. 10.Interconnections : Grantee will continue to provide an interconnect cable from their head end to the cable studios in the Council Chambers at City Hall and media Center at Alameda High School Media Center and the Little Theater at Historic Alameda High School, and modulators that will support 'live color broadcasts on the respective channels. 10.Technical assistance.Grantee will, upon request , provide technical assistance, per special needs, to support the City and Alameda Unified School District staff with their operation of their access studio (s) . 10.Community calendar . Grantee will maintain a community calendar of events and cable cast the calendar on the government channel, which at the time of this signing is Channel 22. At minimum, the community calendar will list the following: Ferry schedules; City/School hotline informatioll; Schedule of public meetings of both live and rebroadcast events. 10.PEG Support . Grantee will initiate payment, within sixty (60) days request of the Franchising Authority, an amount equal to $0.50 per subscriber per month to the City of Alameda s PEG Access Fund. This obligation for payment will not be effected by the level of support required to meet the other commitments of this Chapter. Grantee will not be required to pay such PEG support based upon subscribers residing in multiple-dwelling developments which have existing bulk contracts with the Grantee for Cable Services, unless or until those existing contracts are renewed. SECTION 11 Miscellaneous Provisions 11.Actions of Parties In any action by the Franchising Authority or the Grantee that is mandated or permitted under the terms hereof , such party shall act in a reasonable , expeditious and timely manner. Furthermore, in any instance where approval or consent is required under the terms hereof, such approval or consent shall be consistent with applicable law , as it exists from time to time, should be the litmus test of the City actions. 11.Force Maj eure The Grantee shall not be held in defaul t under , or in noncQmpliance with, the provisions of the Franchise, nor suffer any enforcement or penalty relating to noncompliance or default (including termination , cancellation or revocation of the Franchise), where such noncompliance or alleged defaults occurred or were caused by strike, riot, war, earthquake, flood, tidal wave, unusually severe rain or snow storm, hurricane, tornado or other catastrophic act of nature, labor disputes, governmental , administrative or judicial order or regulation or other event that is reasonably beyond the Grantee ability to anticipate and control. This provision also covers work delays caused by waiting for utility providers to service or monitor their own utility poles on which the Grantee s cable and/or equipment is attached, as well as unavailability of materials and/or qualified labor to perform the work necessary. 11.Notice Unless expressly otherwise agreed between the parties, every notice or response required by this Franchise to be served upon the Franchising Authority or the Grantee shall be in writing, and shall be deemed to have been duly given to the required party five business days after having been posted in a properly sealed and correctly addressed envelope when hand delivered or sent by certified or registered mail, postage prepaid. Notice shall also be deemed received via a properly transmi tted and confirmed facsimile. The notices or responses to ,the Franchising Authority shall be addressed as follows: Ci ty of Alameda City Manager s Office 2263 Santa Clara Avenue Alameda, CA 94501 Wi th copies to:Public Works Department Cable Television Division 2263 Santa Clara Avenue Alameda, CA 94501 The notices or responses to the Grantee shall be addressed as follows: TCI Cablevision of Alameda At tn : General Manager 2061 Challenger Drive Alameda, CA 94501 with copies to: TCI Cablevision of California , Inc. At tn: Legal Department 1850 Mt. Diablo Blvd. Suite 200 Walnut Creek , CA 94596 and to:TCI Cablevision of California, Inc. Attn: Franchising/Government Affairs 4121 Lakeside Drive Suite B Richmond,CA 94806 The Franchising Authority and the Grantee may designate such other address or addresses from time to time by giving written notice to the other. 11.Conflict with Other Enactments If the cable television enabling Ordinance No. 2065 is amended, superseded or replaced while this Franchise Agreement is in effect, any such amended or new enabling ordinance provisions shall apply to Grantee only to the extent they are enacted by the Franchising Authority in the exercise of its police powers to protect the public health , safety and welfare and shall not alter or affect any contractual or negotiated terms of this Franchise Agreement. 11. 5 Descriptive Headings The captions to Sections contained herein are intended solely to facilitate the readingthereof. Such captions shall not affect the meaning or interpretation of the text herein. Alameda frdraft 01/26/98 11.Severability If any Section, sentence, paragraph, term, or provision hereof is determined to be illegal , invalid, or unconstitutional , by any court of competent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such determination shall have no effect on the validity of any other Section, sentence, paragraph, term or provision hereof, all of which will remain in full force and effect for the term of the Franchise, or any renewal or renewals thereof. 11.Equal Protection If during the term of this Franchise Agreement or any extension thereof , the Franchise Authority grants a franchise consent or right to another operator including an operator which is directly or indirectly owned or managed by the Franchising Authority, containing a term or terms more favorable or less burdensome to that operator than those granted to the Grantee in this Agreement, then Grantee shall have the right to have those terms incorporated into this agreement, after good faith negotiations and consent by the franchising authority. However , nothing in this section shall be construed to give Grantee any right to waive or relieve itself from the obligation to pay the full franchise fee as set forth in Section 1 of this Agreement. If during the term of this Franchise Agreement or any extension thereof , the Grantee receives a franchise consent or right from any other Franchise Authority, within the East Bay region of TCI of California, containing a term or terms more favorable or less burdensome to the franchising authority, than those granted to Franchise Authority in this Agreement , then Franchise Authority shall have the right to have those terms incorporated into this Agreement, after good faith negotiation and consent of the grantee. 11. 9 Effective Date This Ordinance shall become effectivethirty (30) days from and after its adoptioni provided however, that the franchise granted by this Ordinance shall not become effective unless and until Grantee files written acceptance thereof and an agreement to be bound by and comply with all of the requirements thereof as set forth in Exhibit At test: City Clerk City Facilties City Hall Animal Shelter Base ConversionJARR * Public Works * Community Development* . Fire Deparent Headquarters (Station 1) Station 2 Station 3 Station 4 Station 5* Training Center Chuck Carica Golf Complex Housing Authority Main Librar A Children s Library West End Library Bay Fann Island Library Interim Library Location Police Departent Maintenance Serices Central Equipment Garage Mastick Senior CenterA Bureau Of Electrcity City Hall Annex/ecreation * Schools (AUSD) Bay Fann Elementa School Earhar Elementa School Edison Elementar School Franklin Elementar School Haight Elementary School Longfellow Elementar School Lum Elementar School Miler Elementar School Otis Elementary School Paden Elementary School Washington Elementary School Woodstock Elementary School Alameda High School Encinal High School Island High School Chipman Middle School Lincoln Middle School Wood Middle School Schools (Private): Child Unique Montessori S1. Barnabas School S1. Joseph Notre Dame High School S1. Philip Neri School EXHIBIT A 2263 Santa Clara Ave. 1590 Fortmann Way Building I Alameda Point Building 1 Alameda Point Building 1 Alameda Point 2401 Encinal Ave. 635 Pacific Ave. 1703 Grand S1. 2595 Mecartey Rd. Building 6 , Alameda Point 1 Clubhouse Memorial Rd. 3 Clubhouse Memorial Rd, (manager s office) 701 Atlantic Ave. (exec. offce) 2264 Santa Clara Ave. ( exec. office) 1429 Oak St. 788 Santa Clara Ave. 3221 Mecartey Rd. 2210 Central Ave. 1555 Oak St. 1616 Fortann Way 2040 Grand St. 1155 Santa Clara Ave. 2000 Grand St. 2250 Central Ave, 200 Aughinbaugh Rd. 400 Packet Landing Rd. 2700 Buena Vista Ave. 1433 San Antonio Ave. 2025 Santa Clara Ave. 500 Pacific Ave. 1801 Sandcreek Way 250 Singleton Ave. 3010 Filmore 444 Central Ave. 825 Taylor Ave. 900 3rd St, 2201 Encinal Ave. 210 Central Ave. 2437 Eagle Ave. 401 Pacific Ave. 1250 Fernside Blvd. 420 Grand S1. 2226 Encinal Ave. 1400 6th S1. 1011 Chestnut 1335 High St. * Denotes new City facilities. A Denotes a media center location. (Main library media center to be installed at permanent location. EXHIBIT U ACCEPTANCE OF CABLE TELEVISION FRACHISE United Cable Television of Alameda, Inc. d/b/a TCI Cablevision of Alameda (hereinafter "Grantee hereby accepts the nonexclusive Cable Television Franchise granted by the City of Alameda (hereinafter "Grantor" ). Grantee agrees to comply with all of the terms and conditions of Ordinance No. -- , and the attachments there to. Cable Television Franchise accepted this -- day of , 1998. By: Title: United Cable Television of Alameda , Inc. d/b/ a TCI Cablevision of Alameda , the undersigned , hereby certify that the foregoing Ordinance was duly and regularly adopted and passed by the Council ofthe City of Alameda in regular meeting assembled on the 6th day of October 1998 , by the following vote to wit: AYES:Councilmembers Daysog, DeWitt , Kerr , Lucas and President Appezzato - 5. NOES:None. ABSENT:None. ABSTENTIONS:None. IN WITNSS, WHEREOF , I have hereunto set my hand and affixed the offcial seal of said City this 7th day of October , 1998. Diane Felsch, City Clerk City of Alameda