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R-99-0126
J-99-222 2/15/99 RESOLUTION NO. €9 - 1, 6 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), CONSENTING TO AND APPROVING, SUBJECT TO C014DITIONS SET FORTH HEREIN, THE REQUEST PURSUANT TO THE AGREEMENT AND PLAN OF RESTRUCTURING AND MERGER, DATED JUKE 23, 1998, AMONG AT&T CORPORATION ("AT&T"), A NEW YORK CORPORATION ("PARENT"); ITALY MERGER CORP., A DELAWARE CORPORATION AND A DIRECT WHOLLY OWNED SUBSIDIARY OF PARENT ("MERGER SUB"); AND TELECOMMUNICATIONS, INC., A DELAWARE CORPORATION ("TCI") CONDITIONAL ON DEPOSIT IN ESCROW OF ALL MONETARY AMOUNTS IN THE BINDING OFFER, ATTACHED HERETO, AND THE EXECUTION OF THE FINAL CABLE TELEVISION FRANCHISE/LICENSE AGREEMENT; PROVIDING THAT AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, TCI WILL CONTINUE TO EXIST AS A CORPORATION AND WILL BECOME A WHOLLY OWNED SUBSIDIARY OF AT&T AND TCI WILL CONTINUE TO HOLD THE CABLE TELEVISION FRANCHISE/LICENSE AFTER CONSUMMATION OF THE TRANSACTIONS. WHEREAS, MIAMI TELECOMMUNICATIONS, INC. ("TCI") operates a cable television system pursuant to the City of Television Ordinance No. 9223 and amendments thereto and the City of Miami Cable Television License Ordinance No. amendments thereto; and WHEREAS, TCI's cable television franchise/license ,("Franchise/License") expired on November 18, 1996; and WHEREAS, pursuant to Ordinance No. 11410, ATTACHMEp4l (Li CONTAINED r�u �¢^�,y rL` 4 �i (jh4i ✓a +�,.:'' � � n4 t. .i;�k<ri �`�.�h�:�s�k Tf ,>ri rE� ' ,. r,�' October 30, 1996, said Franchise/License was extended to February 18, 1997; and WHEREAS, pursuant to Ordinance No. 11443, adopted February 20, 1997, said Franchise/License was further extended to May 18, 1997; and i a WHEREAS, pursuant to Ordinance No. 11504, adopted May 22, 1997, said Franchise%License was extended on a month -to -month basis; and WHEREAS, the City is considering renewal of the cable television Franchise/License granted to TCI; and WHEREAS, on September 9, 1998, TCI and AT&T formally requested that the City consent to and approve the request pursuant to the Agreement and Plan of Restructuring and Merger, dated June 23, 1998, among AT&T Corporation ("AT&T"), a New York 7 corporation ("parent"); Italy Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of parent ("merger sub"); and Telecommunications, Inc., a Delaware corporation ("TCI"), by the submission of FCC Form 394, which form is intended to provide information regarding the financial, legal, and technical qualifications of the new controlling entity that is necessary for the City to grant consent to the merger, and related documents; and WHEREAS, in accordance with City of Miami Cable Television License Ordinance No. 9332 and amendments thereto, any change of control or ownership of the cable television license is r �u.t' 7F 1 t; ... r �.S �' fr,'Sr ' ly, li,�r�� r { i n. _ 16�i, -i. airF:.. .. r.& si :k y - prohibited without prior approval of the City; and WHEREAS, in accordance with Federal law (47 USC §617), unless the requesting party and the franchising authority ("the City") agreed to an extension of time, upon receipt of this information, the City had thirty (30) days to question the accuracy of the information submitted or it would be deemed accepted and 120 days to act upon the request to approve the merger or the approval would be deemed to be granted; and WHEREAS, on. October 9, 1998, within the 30-day response period allowed by federal law, the City responded to TCI indicating that FCC Form 394 as filed on September 9, 1998, was not complete and that the 120-day approval period had not commenced and no response has been received to date; and WHEREAS, on November 18, 1998, TCI responded and indicated that the end date of the 120-day approval period would be extended to January 31, 1999; and WHEREAS, on January 22, 1999, TCI extended the end date further to March 9, 1999, provided that the City act on a conditional basis by February 16, 1999; and WHEREAS, the City has received a binding offer (attached as Exhibit 'A' and made a part hereof) signed by TCI, AT&T, and MediaOne outlining the provisions of the proposed cable television Franchise/License agreement execution of which is a condition to the consent granted herein; and WHEREAS, pursuant to the terms of the binding offer, TCI, AT&T, and MediaOne have agreed to continue good faith 3 - 9 9 - 126 r . ae�s44h',�7Cs;`x7'+����y,- negotiations, with regard to the provision of an INET to the City, for a period of at least 45 days; and WHEREAS, TCI and AT&T have agreed that resolution of the INET issue is a condition to the approval of the request; and WHEREAS, TCI has agreed that approval of the request is further contingent upon the deposit in escrow of all monetary amounts, waivers and releases in the binding offer and the 1 execution of the final cable television Franchise/License agreement; and WHEREAS, the binding offer signed by TCI, AT&T, and MediaOne i provided the City with material terms for inclusion in a new ' cable television ordinance and an executed Franchise/License agreement, including, but not limited to, a plan to cure technical violations, to come into compliance with all provisions the existing ordinance, to rebuild the system to satisfy of state-of-the-art requirements, to provide an institutional - network to connect all City facilities, to implement improved customer service standards, and to resolve all outstanding financial issues; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA; Section I- The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this - 4 - 99- 126 tiflR3${ tiY�TAr�lt6+'fita��!€��' S +��x�+Ti�R•+�'�'i�tr++iR�'t e -x - _ : - i �-:h� xr, Section. Section 2. The City Commission hereby finds: The City Commission has reviewed the FCC Form 394, which outlines the financial, legal, and technical qualifications of the new controlling entity as submitted on September 9, 1998, and subsequently submitted related documents, and the binding offer (attached as Exhibit 'A' and made a part hereof) and has determined that the proposed change of control/ownership is in the public interest, and hereby consents to and approves the transaction to the extent that such consent is required by the terms of the cable television Franchise/License agreement and applicable law conditioned upon escrow of monetary amounts and execution of the cable television Franchise/License agreement incorporating the terms and conditions in the binding offer. Section 3. In the event franchisee/licensee fails to satisfy any condition with respect to the escrow of funds or execution of a franchise agreement, the consent herein granted a shall be null and void. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor1l. PASSED AND ADOPTED this 16th day of F_hriary 1999. JOB CAROLLO, MAYOR In accordance with Miami Code Sea 2-36, Since thr 14,F�tcr •iid rjni indicate arnroval of this legislation by signing it in the designatru i71i cc -qn,,, tr'Nrti, !eqi !aiian ^i becomes effective with the elepse of ten (i 0) days t rn thc; • + to •t :,omm• cn action regarding same, without the Mayo, oxer isi v . ATTEST • 1��+altt J. e+ri i, City Clerk WALTER J. FOEMAN CITY CLERK APPROVED AS TO FORM AND CORRECTNESS � i� JANDRO VILARELL CT ATTORNEY W3281:Y'MT:CSK:BSS l� If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. 99- 126 ! rk ". '-� '�-� Yf�,�avt,,xG�t1 11--yk 3� 1 Letter to Matthew L. Leibowiti, Esq. February 12. 1999 Page 1 February 12, 1999 Matthew L. Leibowitz, Esq. Leibowitz & Associates, P.A. One S.E. Third Avenue, Suite 1450 Miami, FL 33131-1715 RE: Binding Offer on Terms of Cable Franchise Renewal Dear Mr. Leibowitz: By way of this letter, we would like to confirm our binding offer on certain terms relating to the City of Miami Cable Franchise renewal discussions, and respond to certain concerns raised in response to our February 1, 1999 letter to you. The parties hereto recognize that the present cable licensee is Miami Telecommunications, Inc. ("MTCI"); that there is a proposed change of control of TCI to AT&T; and that subsequently there is a proposed exchange wherein MediaOne would become the cable licensee. For purposes of this letter, it is understood that the obligations set forth herein will be the obligations of the then current licensee. Moreover, it is understood that the City contemplates enacting a new cable Ordinance, and the existing license will be renewed as a Franchise, contemporaneously with the adoption of the Ordinance. In that event, the terms Licensee and Franchisee are considered synonymous herein. ENHANCED M.41NTENANCE You have voiced a number of concerns about technical issues relating to TCI's cable system. You are in receipt of a letter dated January 20, 1999 from Ms. Bonnie Lopez, General Manager of the Miami system for TCI, which outlines a Remedial Plan, attached hereto as Exhibit No, 1. TCI has represented, and continues to represent, that the cable system will comply with FCC regulations, local codes and applicable franchise obligations at the point when MediaOne acquires the system. Nevertheless, you have noted that some form of technical review needs to Letter to Matthew L. Leibo%+'<«, Esq. February 12. 1999 Page 2 i I y i take place until the time the system is rebuilt. 'Vvith that in mind, we have agreed to the following: 1. Franchisee, using its best efforts shall, but in no event more than ninety (90) days after the Effective Date of the Franchise. have in place management, technical and customer service staff sufficient to insure compliance with all provisions of the Ordinance and the Franchise including, but not limited to. the Remedial Plan. In no event shall such staff nuniber less than 125°/0 of the average staff for three larger cable systems and three smaller cable systems, based upon the number of subscribers, as reflected in Cable Fact Book O 999). City and Franchisee will use their best efforts to obtain the necessary staffing information for the designated systerns. however. to the extent such information is unavailable. the City and f Franchisee shall endeavor to find a suitable alternative source for the necessary information. k Upon completion of the Remedial Plan, Franchisee may request a reduction in the staffing levels set forth hereunder, subject to City Manager's approval. It is the intent of the City and I Franchisee to maintain that level of staff necessary to ensure compliance with technical objectives until the system is rebuilt. 2. The City Manager's designee shall call and chair a technical review meeting not more often than once every sixty (60) days to review continued compliance with TCI's Remedial Plan and continued compliance as set forth in the following paragraph. Special sessions may be called in the case of a technical violation that threatens public safety or one that poses significant exposure to liability. Fred Griffin will act as an independent, third party engineer and will conduct technical reviews. Representatives of TCI, the City and MediaOne will be present at the reviews. Because the rebuild will correct existing technical problems, the technical reviews will end once the rebuild is complete. I The purpose of the technical reviews is to ensure continued compliance with TCI's Remedial Plan and continuing compliance thereafter with FCC technical regulations, local codes, and applicable franchise requirements. The purpose is not to conduct an audit of the system every sixty days. Once an item on the TCI Remedial Plan is jointly deerned completed, it will be closed unless new complaints occur. 4. If a technical issue relating to the scope of inquiry is not corrected, the City will provide Franchisee, with written notice of the continuing technical problem. Franchisee, upon receipt of the notice will have ten (10) days to either: 1) correct the technical problem or, if the problem can not be remedied in ten days using best efforts, 2) submit a best efforts compliance plan and demonstrate best efforts progress toward correcting the issue. Failure to correct the issue within the cure period or according to the compliance plan, as the case may be, will result in ; liquidated damages twice the amount outlined in the new franchise, subject, of course, to force 1 . majeure language. 5. The City and Mr. Griffin, the third party engineer, shall have access to reports and y records, the cable system and personnel that relate to the cable system's compliance with FCC 1 (� Letter to Matthew L. LcibowitL, Esq. Februan_ • 12, 1999 Page 3 technical standards, local codes, and applicable franchise requirements. All access to any, of the resources noted in the ini rtediately-preceding sentence shall be arranged in advance through notice to TC1 or MediaOne, as the case mar be. 6. TCI shall pay for the following costs associated with technical progress reviews: i) the cost of an "assignment" meeting with engineer Griffin, to be attended minimally, by the City's cable consultant. a representative of the City, a representative of TCI, and representatives of MediaOtie to outline the scope of Griffin's responsibility; ii) travel for Griffin and his most favorable per -diem charge for up to three days per called meeting (one day in advance of the meeting for review of technical progress and discussion with a system engineer. one day for meeting and a third day, if necessary, for follow-up); and iii) the City cable consultant's charge to attend required meetings. The combined total expense, including travel and any, other out-of- pocket expenses, for the called meetings shall not exceed $75,000, and will not be passed through to customers, nor shall it be deducted from franchise fees. UPGRADE OF THE CABLE SYSTEM Franchisee has agreed to rebuild Miami's cable system to state-of-the-art standards: when completed, the system will pass frequencies to 750 MHZ; will deliver a minimum of seventy- eight (78) analog channels. and will have activated two-way capacity. The system will be fiber- optic rich, and will use "fiber -to -the -node" technology. Each "node" will serve approximately 500 subscribers and will not exceed 750 subscribers. No more than six active electronic devices will be used in any cascade. The significance of this means that far fewer problems can develop in delivering a signal to any particular home. Franchisee's cable system will also be "scalable." which means that nodes can be split to provide infinitely -expandable bandwidth as the needs of customers grow. A specific description of the upgrade to the system will be included in the Franchise. Soon after completion, the system will be capable of delivering advanced services like high speed Internet access, telephony service, and advanced analog or digital television service.' Franchisee expects to spend over $30 million on broadband network construction and related cost for the Miami system. You have also noted that, due to technical problems relating to the current twenty year old system, an accelerated rebuild is required. As a result, Franchisee has agreed to greatly accelerate the rebuild of the cable system, and will have the system substantially completed and activated such that no less than ninety percent (90%) of City's subscribers shall be provided the minimum cable services, as set forth in the Franchise, not later than twenty, four (24) months from March 1, 1999.' You have agreed to make the schedule subject to "force majeure" language 'TCl/MediaOne recognize that they are not currently entitled to offer telephony and/or other non -cable services without additional authority from the City, TCI and/or MediaOne agree to request appropriate authority from the City for the provision of telephony and/or other non -cable services prior to offering any such services in the City. 'It is Franchisee's intent to provide minimum cable services to all subscribers in the City not later than twenty four (24) months from March 1, 1999, subject to necessary access from private property owners, and unforeseen circumstances beyond Franchisee's control. � +iw,.Yf,kUv, { .. . 1+ 1 Letter to MatthcNv L. Leibowiti. Esq. Februan, 12. 1999 Page 4 and that the deadline would be extended day -for -day for any delays which occur as a result of the failure of the City to issue permits on a timely basis.' Liquidated damages in the amount of $2,000 per day will be imposed and drawn against the Security Fund if the rebuild schedule is not met. This accelerated pace for a rebuild will also require significant pre -closing cooperation from TCI. TCI hereby commits its full cooperation with that effort. Our companies will be meeting soon to begin preliminary work on the rebuild project. TECHNOLOGICAL DIPROVEHENTS TO THE CABLE SYSTEIII Following the rebuild, you have noted that all franchisees will be required to maintain their cable systems at a State -of -the -Art technological level. "State -of -the -Art" will mean the level of technical performance, equipment, components and services more modern than that which has been developed and demonstrated to be generally accepted and used in the cable industry, excluding "tests" involving new products offered for one year or less, for areas of equivalent population. The City, will require that Systems will have, at a minimum, the capability of providing no less than the channel capacity, products, services and technology available from a system serving any other similarly -sized City or other community in the State of Florida or other such communities owned and operated by the Franchisee outside the State. In no event will a system having a bandwidth of less than 750 MHZ be considered "State -of -the -Art." In addition, within sixty (60) days after the fifth anniversary of the effective date of the Franchise Agreement, the Franchisee shall submit a report to the City, in a form reasonably satisfactory to the City Manager, discussing technological advances and the availability of new and enhanced services for the cable system in the City. The report shall state what plans, if any. Franchisee has for the upgrade or rebuilding of its cable system and the costs associated therewith; contain an analysis of the impact of updating the cable system to include new advances upon the technical plant, customer service, and subscriber rates; and also provide the City with a comparison of the services, facilities and technologies utilized by Franchisee or any of its affiliates operating a cable system in franchise areas similarly sized, excluding those that may be offering services on a "test" basis only. After receipt of the report, the City may order Franchisee to upgrade or rebuild the facilities of its cable system. Before doing so, however, the City shall hold at least two (2) public hearings to enable Franchisee and the public to comment on the upgrade or rebuild and the City must find on the basis of the report submitted and the public hearings field that: The upgrade or rebuild is technologically feasible; 'The City will use its best efforts act on completed permit applications, as defined in the City Code, in not more than forty five (45) days. Day -for -day extension of the deadline will occur for any delay beyond forty five (45) days. MediaOne requests the most accelerated consideration of its permit applications that is possible. F.l 19991Miam i 1Letters\MLL-Bindingoffer-Fina1.0212.wpd 99- 126 j G?� ap?^fl, �" rt v4.{ T s "& ( '?i �t'".1 �155, �i>t' �.,... . ,..h . r *.:rou•*"i+cu!. x-a+'+Y:as.Rfa=,.dMs,:.a, m.... M.,.:+x -.., �.aQt..,CK,. S,6 m... Letter to Matthew L. Leibowifz, Esq. ' February 12, 1999 Page 5 The upgrade or rebuild is economically consistent with allowing the cable system a reasonable likelihood of being operated on a reasonably profitable basis over the remaining term of the Franchise, taking, into consideration FCC rules regarding amortization of capital equipment and similar costs and rates of return, as they may exist on the Effective Date of the Franchise. The upgrade or rebuild will serve the community needs and interests of subscribers, local institutions, local programmers, and other customers interested in cable services in the City; and The upgrade or rebuild is needed to meet future cable related community needs and interests, taking into account the costs associated with those needs and interests. The City may not request an upgrade or rebuild of the cable system if the Franchisee is subject to local competition, as that term will be defined in the Franchise. PA Yll?ENT OF FRANCHISE FEES Franchisee agrees to pay a franchise fee of five percent (5%) or the maximum allowed pursuant to applicable local laws. The City may increase the franchise fee to the maximum rate permitted by federal law, after a minimum of one public hearing. Franchise fees will be calculated on gross revenues, as defined in Exhibit No. 2. [Note: Exhibit No. 2 is found in Section 3 of the draft Ordinance]. PEG A CCESS CHANNELS Franchisee shall continue to provide to the City one (1) activated channel on the cable system which the City may elect to use, in whole or in part, for the video and audio services for public educational and/or government (PEG) access use. The system rebuild shall provide upstream video channel capacity to the headend for initial and subsequent access channels referred to herein. Upon completion of the rebuild, the City may increase the number of PEG channels to a number not to exceed five, so long as a threshold use requirement is met for each channel the City then, utilizes. In order to request an additional PEG access channel, the existing PEG access channel(s) must be programmed at least eight (8) hours a day with non. -repetitive, locally produced programming, Monday through Friday, for a minimum of six (6) consecutive weeks. For purposes of calculating the eight (8) hour programming requirement, character -generated programming shall not be included. Once the threshold is met and an additional channel given, the initial channel(s) must maintain the threshold requirement. After attaining the threshold requirement, if the initial channel fails to meet the threshold for four (4) consecutive months, the additional channel may be reclaimed by MediaOne upon sixty (60) days written notice. Under no circumstances shall the City lose the right to its first initial channel, however, at all times after F:\ 19991Mianti\Letters\MLL-BindingOffer-Final.0212.wpd 99- 126 w2g5�, 4Y3C,T-d•KJJN V�+in?s` '�Rzw 4 t Letter to Matthev,- L. Leibowitz. Esq. February 12. 1999 Page 6 a second channel is provided to the City, the initial channel shall maintain the threshold requirement a minimum of fifty percent (50%) of the time. Franchisee will tape or cablecast live up to twenty-four (24) City events per year. Events must be identified and noticed to Franchisee not less than four (4) weeks prior to the event. PEG CAPITAL SUPPORT Franchisee agrees to provide to the City a grant in an amount not to exceed one dollar ($1.00) per customer, per month for PEG capital support. Of the $1.00 per subscriber per month, the first $.50 shall not be passed through to customers, with respect to the second $.50, the City shall agree that this charge may be added to the price of cable services and collected from subscribers as "external costs," as such term is used in 47 C.F.R. §76.922. Additionally, all amounts passed through on a per subscriber, per month basis may be separately stated on the subscriber's bills as permitted pursuant to 47 C.F.R. §76.985. The actual aniount of the per subscriber, per month charge shall be determined based upon the City's needs as identified in a projected budget to be prepared by the City Manager and submitted to Franchisee not later than September 30 of each year during the term of the Franchise Agreement. Franchisee conditions this PEG grant on the City requiring in its Ordinance and providing in the Franchise Agreement that all portions of the grant will be used for capital costs for PEG access facilities in accordance %with Section 622(g)(2)(c) of the Cable Act. Franchisee will collect and pay said grants based on this Agreement. INSTITUTIONAL NETIVORK (INET) In an effort to reach a decision regarding the INET, the Franchisee agrees to continue good faith negotiations with the City for at least forty-five (45) days from the date of this letter regarding this matter. In connection therewith. MTCI agrees that should the City elect to have the Franchisee build a traditional institutional fiber optic cable loop network ("INET"), then MTCI agrees that it will pay for one-half (1/2) of the costs associated with the construction of such INET. The remaining one half (1/2) costs associated with the constriction of this INET shall be borne by the City or treated as an external costs as defined in 47 C.F.R. §76.922. Regardless of the total costs associated with the construction of the INET, MTCI is not obligated to pay more than one-half (1/2) of the total costs of construction which obligation will not exceed one million dollars ($1,000,000). Alternatively, should the City elect to opt for an alternative to the "traditional institutional fiber optic cable loop" INF,T, then MTCI agrees that it will pay the City up to an amount not to exceed three hundred thousand dollars ($300,000.00) for equipment necessary to connect cable modems and other equipment to the alternative INET. This equipment may only include H 1999\Miami\Leturs%MLL-Bindingo(rer-Fina1.U111."d 9 9~ 1 6 o., .,!ar�2�3gt4s3 iris,,. ,..M:p`�? . .,.d,:s•s..:cfva�s�,ui �-++.�:nG.w?L+t;�. nc4sasn•,w.aua..ro::�+,a.,m \,:.� ry�4',51 t Tji�Yir1 ar4rti'v'iq ��... :e}�FS�iFa . . x,�W.a'�M'IYW!�'i` r 1..,a4•'�.u.3 , . �.:.«r a :x,.._�.w�ssx.l..e . t �' u�tk'.:.4r',<.,,. ., , Letter to Matthew L. Leibowitz. F'sq. February 12. 1999 page' software and hardware associated with the alternative INET, such as cable modems, termination equipment. routers, hubs. firewalls and other security devices. The Franchisee and the City reserve their rights to negotiate alternative terms and provisions regarding the Institutional Network. SERVICE TO PUBLIC BUILDINGS [Note: the following is based ur)on the di-af letter of February 8, 19991 Franchisee is currently required and will continue to be required to provide cable service, including, to the extent Franchisee provides such services, all necessary equipment to permit non -cable ready television sets to receive such cable service, without charge, to each and every floor of all public buildings including, but not limited to city buildings, parks, city community centers, city day-care centers, public schools, all county, state and federal public facilities within the City, and any other public building designated by resolution of the City Commission [iVote: taken from Section 1]-9.1 of the existing Cable License Ordinance]. In addition, Franchisee agrees to provide one (1) outlet of cable service without charge to each and every floor of all buildings of the City that may be constructed, opened or annexed within the City after the effective date of the Franchise Agreement, subject to the service policy set forth below. In new locations and remodels of existing locations, Franchisee shall have access to "pre -wire." Such service shall at a minimum include the basic cable service tier, and all programming offered without additional charge on the cable programming service tier offered by Franchisee over the cable system. SERVICE TO SCHOOLS Franchisee shall, at a minimum, provide one (1) free service connection and cable programming video services to each outlet, including basic and cable programming service tier, with the exception of digital and premium/pay-per-view, as set forth in the attached channel list, or its equivalent, to one (1) outlet for each floor, not to exceed three (3) floors, in all public or private schools (as defined by, and which receives funding; pursuant to, Title I of the Elementary and Secondary Education Act of 1965. 20 U.S.C. §421(a) et seq., as amended), (grades K-12). Franchisee will make arrangements for each school to receive school materials for teachers, to the extent they are available, that explain the educational applications of the broadband cable systems and services offered on the cable system. The materials will be provided to all connected schools. Franchisee will, upon request, provide schools within the City which receive cable service with, at minimum, one (1) free connection to an on-line service provided by Franchisee. Such on-line service will provide access to the Internet. Upon request, each connected school will receive, at minimum, one (1) free cable modem which will be allowed to be networked and free, unlimited access to the on-line service for use during the school year. All services requested F:\ 1999XMiam i\Lctlers\MLL-B indingOtrer•Final.0212.wpd 99- ill �5%n�f+�.ii'��a'w"a"^"",w,.w+�r :��•.,.., .......:.�. ::: i,. ,i-�-F.:A r..v.�k+sr n.aap�i' xr s_::.c=yysi� �-rr� Saar:.aw.ixwesNrsrxxaw�x�.+ns.<.nv... - ,. ...,. .. 11 �: Letter to Matthew L. Leibowitz. Esq. t Februan' 12. 1999 Page S i will be provided not later than one (I ) year after Franchisee makes commercially available an on- line service for personal computers within a particular rebuilt area in the City of Miami. Additional cable modems and operational support and services (for example. assisting schools in setting up and maintaining reliable Internet connections), will be provided to connected schools upon request and at the actual and direct costs of Franchisee. In addition. Franchisee will sponsor local ,vorkshops in each region to educate teachers about its on-line service and to provide connected schools with an opportunity for hands-on training. COMMERCIAL LEASED ACCESS Franchisee shall provide commercial leased access channels and leased accordance with applicable law. SER VICE POLICY Upon request and payment of all applicable charges, and provided that the requesting person grants Franchisee access to his or her premises in order to furnish, maintain, and continue to offer cable service to that person. Franchisee shall throughout the term of the Franchise Agreement properly furnish, maintain, and continue to provide all cable services distributed over the cable system to an), person at his or her place of residence or commercial location within the City. Franchisee shall be required to provide service to the areas of Watson Island, the Port of Miami and Virginia Key, provided those areas exceed the standard density requirements of twenty (20) subscribers per aerial mile and thirty-five (35) subscribers per underground mile, and subject to a line extension of no less than three hundred (300) feet. Cable service may be made available within these areas, if not meeting the density and line extension requirements, on the basis of subscribers' pro rata capital contribution and aid of construction not to exceed MediaOnCs direct cost of the labor and materials required for the extension of its cable plant. CUSTOMER SERVICE STANDARDS Franchisee agrees to comply with the customer service standards attached hereto as Exhibit No. 5. [Note: Exhibit No. S is Section 19 of the draft Ordinance and includes some of MediaOne 's requested changes. ] TERM The City shall agree to grant a franchise renewal agreement for a term of ten (10) years. SECURITY FUND/CONSTRUCTION BOND/INSURANCE FA 1999Niam i\Loners\MLL-BindingOffer-Final.0212.wpd 99- 126 r �Y Letter to Matthew L. Leibowitz, Esq. February 12. 1999 Page 9 TCI and McdiaOne agree that the Franchisee shall place with the City a security fund of Two Million Dollars ($2.000.000.00) in cash, or in the alternative, a letter of credit or performance bond, satisfactory to the City to insure the faithful performance of ail provisions of the Franchise Agreement and Ordinance. In addition, the Franchisee shall furnish a construction bond in favor of the City in the amount of the Five Hundred thousand Dollars ($500.000.00) prior to any construction. Further. the Franchisee shall maintain insurance zs required by the City as is usual and customary for a cable system. CONDITIONS OF AGREEAiENT This offer is contingent on the City adopting an Ordinance and a Franchise: Agreement which includes, but is not limited to terms and conditions, substantially similar to and based on those terms and conditions outlined herein. FINANCIAL DISPUTE TCI will agree to waive its claim against the City and issue an absolute release for the $825,000 credit arising out Resolution No. 88-711. Further, TCI shall pay $2.5 million cash and $500,000 in vouchers for complete resolution of all outstanding compliance issues (including, but not limited to, technical and customer service standards), and to provide a one time capital payment of $350,000 for the City's use in establishing its PEG access channel and facilities. None of these expenses will be passed through to customers. TCI agrees to place in escrow the funds, vouchers, release and waiver referred to above prior to February 16, 1999, and agrees to the release of the escrow upon the Effective Date of the Resolution adopting the Franchise. In addition, TCI and AT&T agree that the approval of the AT&T transfer is conditioned on TCI executing acceptance of the Ordinance, and the Franchise Agreement, as contemplated herein on a timely basis upon adoption by the City, and upon execution of this Preliminary Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] FA I9991Miami\LetterslMLL-Rindingoffer-Final.0212.wpd 99- 126 �aa�i•%n.axy777 7 7 _ _ _. .. ....., ..... _ ... .., . . 0c/12/99 19 05 R 5 DWA, * 305 53p 9417 pp [ 1 iEi3aPl0 DSO 9417 UJ4J Jdd j.l t i. Y,� 12 raa.45e rQ32/002 f. 02112rSF.Olk,111 Lens- to Matthew L. Loibowitrt Esq. 1 Febnwy 12, E999 Page 11 i This Ylinding Offer may be signed in aauntaparts. sinceroly yo=. You D. Kmilchar Regional Vice President Law des Public Policy m0waOne DavidS. Krone Exeaudve Vice Prmident (3avrmmmc Relaiious TCi ,r.ai 1 y , AT&Tx r it C 1 SFr dd t i . lf { ruvvl.•e�cr....��w« �1 9 9 - 126 liP R7 777 9:305 53d ,tali EIBONITI ASSJIiTCS v x J V°' Regional Vice presidcnt Law & Public Policy McdiQonc so Pow+ Ri►a.LO, 1", David E. Krone Executive Vice President Gove=entRvlaiions Ta AT&T Exhibit No. 1 Miami TCI Remedial Plan ONE Problem: Improper levels at subscriber homes. Low levels on many channels and the V/A ratio was not within specifications. Clarification: At the time of the technical audit, we were in the middle of a major headend project changing out all the modulators while simultaneously installing the EAS system which requires interaction with the headend I.F. levels. As of December 18, 1998. the change -out was completed and all levels were properly set. Action: The Miami headend technician will set the RF levels and the V/A ratio daily. A maintenance technician will be sent out to the same addresses that were previously checked by auditor and verify correct levels and/or make system corrections. Responsibility: William Young/Jim Goins Date Completed: Set headend levels daily beginning December 18, 1998. Checked levels at system addresses, week of January 4-8, 1999. Jim Goins visited the identified addresses the week of January, 11-15, 1999. to verify the accuracy of the levels. Further Action: Thorough evaluation of tap port levels to be done in conjunction with month]), test point procedures. Purpose is to insure proper system balance and that all FCC and TCI requirements are met. Jim Goins will work with system technical staff and develop a schedule to proof all system extremities on a rotating basis. In addition, subscriber tap levels will be evaluated by, randomly, checking tap levels in each of the 8 phases. Jim Gains will develop random plan. Plans will be completed by Febnuiry 8. 1999, and evaluation no later than February 28, 1999. Results: Headend levels adjusted for proper Visual and Aural levels. Installed new combiners and set all levels on spectrum analyzer. Checked tap levels in each phase. All tap levels are generally, sufficient having 6-10 dBmV out of a 100' lost drop. We still do not meet all FCC specifications in 2 of the phases. One location requires the replacement of 3 spans of trunk cable and the other location is undergoing maintenance analysis to determine the cause of high end roll -off. An existing ongoing project to place fiber along this route will resolve the defective trunk cable problem. Expect completion by the end of February. TWO Problem: No drawing of headend modulators/combining. FA I999\Miami\Levers\MLL-BindingOffer-Fina1.0212.wpd / —e? 99- 126 K ° va f .:,',ft�4xvsT+kd��rvwa�, .�aaa . „c.•i�`5�1M'�i;rea';�._ � �+�. ��tfiMui4F��!+.„a..c,... iv`. _.,,a.-tsas WirerwaF;*4�4°!'.h"A*'�+'�'����-.'M��. t Clarification: At the time of the technical audit. we were installing now modulators and now wiring; the Installation was not complete and we were working from the manufacturers recommended drawingsdevels, final drawing was not completed. Action: Make new headend block diagram and headend combining drawing. Responsibility: Whitney and Nestor Lee assisted by Jim Goins. Date Completed: January 15. 1999 Results: Drawings completed. THREE Problem: No drawing of the system trunk tree. Clarification: Need a skeletal drawing of the trunk with streets and power supplies. Action: Draw a trunk tree map from the cable system maps available. Responsibility: William Young assisted by Bill Clark and verified by Bob Mackrell. Date Completed: February 28, 1999 Results: Drawing did exist at the time of the technical audit. We were unable to locate it. Has now been located. System maps have been reviewed and are available. FOUR Problem: System equipment weather proofing inconsistency. Clarification: Notice was taken of the use of different types of weatherproofing. Over the past years TCI has changed material and methodology used for weatherproofing as the technology has changed. When we change to a new/improved type, we do not go back and change the weatherproofing of the whole system. We simply go forward and use the improved material/techniques as we repair/build new facilities. We recognize that abandoned cables are lashed up with active plant throughout tiie system. This is standard procedure within the cable Industry. We do not attempt to seal up the ends of the abandoned cable as there is not a need to do so. The rebuild that is planned will take care of these problems that have accumulated over the past years. Action: None Responsibility: N/A V\ I999\Miami\Letters\MLL-BindingOffer-Final,D212.wpd �"-k 99- 126 Date Completed: N/A Further Action: Verify that. all weatherproofing and other maintenance procedures are being followed by the maintenance staff. Conduct training sessions for the technical supervisors and the maintenance technicians for the purpose of making sure they are knowledgeable of the requirements in the NESC regarding low -voltage communications cables. Assure that a proper report procedure is set up to process any plant safety issues that are reported by the field staff. Results: Completed. FIVE Problem: Power supply cut-off switch installation was inconsistent. Clarification: The use of circuit breakers/cut-off switches between the meter base and the power supply box is regulated/controlled by the electrical permit*ing inspector/power company. TCI hires licensed electricians to permit and install our power supply units and cannot dictate electrical standards. Furthermore, electrical standards and the use of various cut-off switches or other electrical interface devices have changed over the past years. TCI has no authority to dictate such use. Action: Licensed electricians have already inspected all of the power supplies for code conformance. Responsibility: N/A Date Completed: Completed on December 30, 1998 Results: Third party electricians have completed the repair of all known power supply discrepancies. All other power supply locations were inspected by TCI personnel and no further discrepancies were found. Neither FP&L nor the local electrical codes require a cut-off switch. It is possible that this was required in earlier years. SIX Problem: Lack of power meters at some power supply locations with active electrical wires exposed. Clarification: At some locations, power meters have been stolen or vandalized. Power has been restored using wire jumpers inside the meter enclosure. These wires are exposed to the public if the power supply locations are tampered with in the meter base. Also, same ground wires are broken and ground wire molding is missing. Action: An Inspection of 100% of the system power supplies for proper operation and/or safety issues. Hire licensed electricians to correct all the problems with the meters, F:\ 1999\Miami\Letters\MLL-Bi ndi ngOffer-Fina1.0212. wpd -� 9 9 - 126 .�',.. =:err � ,:v-,>... „ _ ... ..� - •n.. Wiring, and molding. Then inspect supplies for proper operation. A system operational plan is to be implemented to prevent future problems. Responsibility: William Young and Bob Mackrell to verify proper operation and conduct a random inspection of the power supplies the week of January 5, 1998. Date Completed: Inspection - December 24, 1998. The operational plan to be completed by January 19, 1998. William Young will work out a. plan with FP&L for replacing power meters that are stolen or vandalized. Results: All safety issues have been resolved with no outstanding safety violations. William is still discussing with FPR.L about a going -forward procedure on the issue of stolen meters. SEVEN Problem: Lack of headend level monitoring from the master headend at Dade- Broward. This problem is a continuation of Problem 1 discussed above. Clarification: We have what appears to be a terminology problem in this area. The master headend staff can monitor and set satellite antenna receive levels, video baseband levels, and audio baseband levels on most channels that are transmitted out of the Miami TCI headend. These levels are monitored on a daily basis since they feed all of the TCI South Florida systems. The baseband levels are chocked on a weekly basis. The RF levels are set at the modulators at the Miami headend. These levels are normally adjusted on a daily basis. During the time of the technical audit, major changes were taking place in the Miami TCI headend. All existing modulators were being replaced by new, very high quality, state-of-the-art modulators. In addition major rewiring was taking place to Install the federally required EAS system. The RF levels had not been finalized during his visit. Setting RF levels is such an important function in each headend that level setting and making evaluations of correct levels is done at that headend. Recent purchases of test equipment enable the Miami TCI headend technician to check all baseband parameters at the headend site itself. This is to allow video analysis after the signals have been modulated at the headend. In addition, one of the better spectrum analyzers is used at the headend to set RF levels. All test equipment that is necessary to perform a complete evaluation of video and audio signals is located at the Miami TCI headend. In summary, baseband levels are checked at the downlink site, then transported over a digital fiber link to the Miami headend. The baseband signals may be re-evaluated at that point If any questionable levels are suspected, then modulated onto an RF carrier. The RF levels are set at that time. Our procedure is set up this way because we believe this is much better than relying on the master headend technicians to analyze RF levels after they have been transported through a distribution system. Ra 1999\Miam ilLetters\M LL-0 indi ngOffer-pi nal.0212.wpd .el-5- 99- 126 U. r . k t.r-t"iJ"`. Riradsar$p wYn �a° af�a4uu Y t r r ttA 1 To repeat, this whole scenario came about because of the extensive headend re -work taking place } ` at the time of the technical audit. Action: None Responsibility: N/A Data Completed: N/A EIGHT Problem: FCC proof -of -performance package needs a statement that measurements are in accordance with NCTA methodology. Clarification: - A more definitive statement was necessary in the FCC proof package, clarifying the methods used to make proof measurements. Action: Put an addendum page in the last proof saying that the proof was made `in accordance with NCTA Recommended Practices for Measurements on Cable Television Systems*. The header statement will say that this addendum was added on December , 1998 to clarify all questions about measurements that might arise. Responsibility: William Young Date Completed: December 24, 1998. NINE Problem: Lack of a local emergency override system for the city to use. Clarification: The City staff wants the option to override all video channels in case of a local city -only emergency. Action: Install a new phone line in the headend and connect up to the new Federal EAS equipment that has recently been installed. Provide the city with the phone number and the override code to allow authorized staff to perform such override. Responsibility: Date Completed: the line. Results: William Young, January 15, 1999. This will allow sufficient time for Bell South to install Completed. FA 19991M iamilLetters\MLL-BindingOfter-Fina1.0212.wpd L 99- 126 TEN Problem: Lack of details about a rebuilt/upgraded system. Need more information than just saying "a 750 system." Clarification: Details of upgrade will not be known until the Market Assessment and Engineering Analysis has been completed. Until that time TCI employees will not speculate on what the upgrade will entail. Also, TCI employees cannot speculate on what Media One upgrade plans might be. Action: None Responsibility: N/A Date Completed: NIA ELEVEN Problem: Lack of batteries in some of the standby power supplies. Clarification: Some of the standby supplies have defective batteries or no batteries in situations where defective batteries have been removed and not replaced. Action: Check all system power supplies and verify standby operation or note the problem. This action has been completed and 27 batteries have been obtained from the TCI of South Florida system to restore full standby operation. Responsibility: William Young and technical staff. Date Completed: December 24, 1998. Results: Batteries are installed in all 199 power supplies at this time. Ten (10) out of 199 power supplies are non -standby operational at this time due to inverter/charger failures. The repair center has been consulted for repair advice on these defective units. TWEL VE Problem: Personnel safety and operational violations. Clarification: Failure to properly use cones and hard hats, no ID badges worn while visiting homes, no company shirt worn. Action: Pertinent employee has been disciplined. On going safety meetings are conducted twice weekly in this system with documented attendance. Responsibility: William Young/Bonnie Lopez F "" J.r ,.;2'd--n �n1��ta1'rtP�!a'r@2��'�'I''r"•�=s{Y'!'+?rykv�sw�-GMcwo-.e.Pl�A�k�mw3�''{ •. y,;:. �j ,� Date Completed: Results: THIRTEEN Problem: Completed on December 18. 1998. I -Net maintenance is insufficient. Clarification: The I -Net has 34 old Citation standby power supplies. Thirty-two (32) of these 34 supplies are non -standby operational at this time. The system staff understands that the City is financially responsible for any operational equipment expenses for the I -Net. From comments by City staff, it appears that they believe TCI to be totally responsible for all expenses incurred in the operation of the I -Net distribution system. We need guidance from TCI management/legal on the scope of Miami TCI's responsibility. Action: with this issue. Date Completed: Results: FOURTEEN Problem: Clarification: Bonnie Lopez to contact Mark Hayes at Division for input and assistance Concerns about adequate cable drop ground wire at subscriber home. Concerns arose about the ground at 6 out of the 8 home visited. Action: First, a TCI supervisor will visit the 6 homes in question to verify or gather complete details about the existing ground. Second, a training session with all field employees to be held for the purpose of reviewing the procedure for grounding drops. Third, ongoing drop inspections by technical supervisors will be conducted and procedural violations will be cause for disciplinary action. Responsibility: William Young/Bonnie Lopez Date Completed: On -going inspections. Review of drop grounding practice to be conducted by Bill Clark during the week of January 4, 1998 [sic]. Results: In-house QC inspections will immediately be increased from 3% to 10%. In addition, an evaluation to determine the extent of improper grounds on a random system -wide basis will be completed by the end of February. At that time, we will develop a plan of action to make corrections if warranted. Otherwise, our training of existing field employees will be accelerate in this area. FA 19991Miam ilLetters\MLL-BindingOffer-Fina1.0212.wpd 777. rf`2: 3 v' Additional Information: i. l) A full-time headend technician is assigned to the Miami TCI headend. f. 2) A fly -over by an independent company that specializes in evaluation of leakage from a cable system on January 12, 1999 found that the Miami TCI system scored 96.35%. This is an excellent score in anv cable system. 3) Regarding the failure of customer digital tenninals. the failure rate is nominal and is t 5: within Miami TCI expectations. 4) A 12 channel digital packet is transported on the cable system by using the equivalent bandwidth of one NTSC video channel. This gives us the ability to serve the customer with 12 digital channels in place of one analog channel. Miami TCI presently transmits 5 such digital packets on its system. Bandwidth cannot be compressed. Instead- the digital , packet is compressed by using MPEG techniques. This technique was innovated by TCI and broadcast stations will be using such a technique within the next 2 years to broadcast an auxiliary digital channel. 5) We do not have eight different cable systems. We simply split the trunk 8 ways at the headend. This is a common design technique in many cable systems. It is used to isolate i any problems to the minimum number of customers as possible. 6) Our staffing for customer service representatives is at a level providing for sufficient ' responses under normal operating conditions. Additionally, without adequate notice to support the system audit, it created challenges affecting our day-to-day activities. 7) Five years of FCC proof -of -performance tests are available for inspection. t f t F11999Niam hLettersWI.L-B inding0ffer-Fina1.0212.wpd 99- 126 ., ,.. .. .. ,, ._ �✓.v,.xi»`.eua�,*a+w.�.«»,+wrr.+arMfr•,6st».vv�>:u ....:, ., .., _ _ ._... - 777, t"a4:y. � t Exhibit No. 2 "Gross Revenues" means all revenues recognized in accordance with Generally .Accepted Accounting Procedures (GAAP) generated directly or indirectly by the Franchisee and. an\- affiliates, subsidiaries or parent of the Franchisee from any source whatsoever arising from. attributable to, or in any way derived from the operation of the cable system to provide cable services in the City. Gross Revenues includes, but is not limited to, fees chargcd 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, reconnection and change -in-service fees. late fees, leased access fees, payments or other consideration from programmers for carriage of programming on the system: revenue from converter. remote, modem or any other equipment rentals or sales; revenues from studio and studio equipment rental, revenues from leases of cable or fiber optic lines and other transmission devices and equipment; revenues from transmission of data. insurance proceeds due to business interruption, revenues from installation. service and content enhanced internet products and services including, but not limited to. access services and content enhanced services: revenues from consumer products including, but not limited to cable guides, advertising revenues allocable to the City based on a percentage of subscriber base in the City divided by the subscriber base of the system. Such percentage will then be multiplied by the total advertising revenue of the system to determine the allocable gross revenue stemming from advertising; revenues from home shopping channels or other sources allocable to the City, provided that where certain home shopping channel or other such revenue is allocable to more than one franchise area due to common zip codes, the franchise will allocate the percentage of revenue to the City which is equivalent to the percentage of the population of the City divided by the total population for the allocable franchise areas in question. Gross revenues shall be the basis for computing the franchise fee imposed pursuant to Section 17 of the draft Ordinance. Gross revenues shall not include an}, taxes on services furnished by the Franchise which are imposed upon any subscriber or user by the state, county, City or other governmental unit and collected by the Franchisee on behalf of said governmental unit and which the Franchisee passes on in full to the applicable tax authority to authorities. However, it is hereby expressly provided that franchise fees shall be included in the calculation of gross revenues. Further, franchise fees shall not be paid on subscriber deposits unless and until said deposits are applied to a customer account for services rendered. To the extent not prohibited by applicable law, a Franchisee agrees that cable Internet services, including, but not limited to @ Home, Roadrunner and Media Express or similar services, provided by a Franchisee, its parent, affiliates or subsidiaries, over the cable system shall be deemed "cable services" as provided under Title VI of the Communications Act of 1934, as amended. Revenues received by Franchisee, and to the extent consistent with the Franchise Agreement and not specifically prohibited by applicable law, its parent, affiliates or subsidiaries from such services provided over the Franchisee's cable system including, but not limited to, cable modem equipment, advertising and sales revenues, shall be included within the definition of gross revenues for the purposes of the franchise fee calculation to the maximum extent required by the Franchise Agreement and consistent with applicable law. r:\ I999W iam i)LtttersWLL-B indingOfror-final.02l2.wpd Exhibit No. 3 Center Location--� Miami Riverside Center 444 SNV 2 Avenue Police Station 400 NNN1 2 Avenue Miami Riverside Center i 444 SW 2 Avenue Police Station 400 NW 2 Avenue City Hall 3500 Pan American Drive Work Force Development 1313 NW 36 Street Fire Station 1 144 NE 5 Street Fire Station 2 1901 N. N41ami Avenue Fire Station 3 1103 NW 7 Street Fire Station 4 1005 SW 2 Avenue Fire Station 5 1200 NW 20 Street Fire Station 6 701 NW 36 Street Fire Station 7 314 Beacon Blvd. Fire Station 8 2975 Oak Blvd. Fire Station 9 69 NE 62 Street Fire Station 10 4101 NW 7 Street Fire Station 11 5920 W. Flagler Street Fire Station 12 1455 NW 46 Street Key Biscayne Fire Department 85 W. Enid Drive Police Auto Pound 700 NW 7 Street Bayside Marina 401 Biscavne Blvd. Downtown Net 63 NW 9 Street E. Little Havana Net 1 I I SW 5 Avenue Police North Substation 1000 NW 62 Street Police South Substation 2200 W. Flagler Street Court Liaison 1351 NW 12 Street Fire College 3425 Jefferson Street Fire Garage 1151 NW 7 Street Upper Eastside Net 6599 Biscayne Blvd. Wynwood Net 101 NE 34 Street Allapattah Net 1888 NW 21 Street Overtown Net 1490 NW 3 Avenue Flagami Net 3802 NW 11 Street Coral Way Net 2119 SW 19 Street NE Grove Net 2820 McFarlane Road SW Grove Net 3750 S. Dixie Highway GSA 1390 NW 20 Street Solid Waste 1290 NW 20 Street GSA Property Maintenance 1975 NW 12 Avenue F:\1999\Miami\Letters\NLL-BindingOffer-Fina1.0212."d .. 1 ^^ r 126 A6 .*'i"° i�.�. rR+�i. �-+ � . _....7 . Ad_ ; ve=GiC. n . _„ m.•vr•+xcJa�a{i:2ni'N1a�w _ ... . - Ell, ��� ry� `ia. t7i 't sari { iT $Sro:+i e�ac� i b2f t'" - CC Contention Center 2700 S. Bayshore drive Dinner Key Marina 1400 Pan American Drive Orange Bowl 11501 NtiV ; Street Knight Center 400 SNP' 2 Avenue Pension (General) 1000 Brickell Avenue Pension (Public Safety) 2828 Coral N 'ay Police Gant Unit 1601 Biscayne Bled. _ Police Marina Patrol 1 1001 MacArthur Causeway Police Mini Station 2511 Biscayne Blvd. Police Mini Station 258 NE 2 Avenue Police Mini Station 2415 Biscayne Blvd. Police Mini Station _ 601 Brickell Kev Drive Police Mounted Patrol 17900 SW 40 Street Manual Air -time Center 900 SW 1. Street Parks - Disabled - Day Care 2600 S. Bayshore Drive Exhibit No. 4 Center Location Homeless Program 800 NE i Avenue Bayfront Park 301 N. Biscayne Blvd. Communitv Redev. Agency 300 Biscayne Blvd. Way Dinner Kev Boatyard 2640 S. Bayshore Drive Marine Stad. Marina 3601 Rickenbacker Causeway Watson Island 1040 MacArthur Causeway Downtown Dev. Auth. 200 S. Biscayne Blvd. Off -Street Parking 190 NE Third Street African Square Park 1400 NW 62 Street Allapattah - Comstock Park 2800 NW 17 Avenue Athalie ranee Park 525 NW 62 Street Bryant Park 2301 SW 13 Street _ Carlos J. Arboleya Campground 7025 W. Flagler Street Coral Gate Park 1415 SW 32 Avenue Curtis Park 1901 NW 24 Avenue Dorsey Park 1701 NW First Street Douglas Park 2755 SW 37 Avenue Eaton Park 6015 NE Fourth Court Elizabeth Virrick Park 3580 Day Avenue Esther Mae Armbrister Park 236 Grand Avenue Fern Isle Park 1100 NE 22 Avenue Flagami Park 7121 SW Third Street Gibson Park 401 NW 12 Street Grapeland Heights Park 1550 NW 37 Avenue Hadley Park 1300 NW 50 Street Henderson Park 971 NW 2 Street Jose Marti Park 351 SW 4 Street Kinloch Park 455 NW 47 Avenue Legion Memorial Park 7447 NE 7 Avenue Lummus Park 404 NW 3 Street Moore Park 765 NE 55 Terrace Morningside Park 750 NE 55 Terrace Reeves Park 600 NW 10 Street Rev. Cn. Theo. R. Gibson Bldg. 3230 Hibiscus Stephen Clark Com. Bldg. 1650 NW 37 Avenue Wainwright Park 2845 Brickell Avenue Watson Park MacArthur Causeway West End Park 250 SW 60 Avenue Williams Park 1717 NW Fifth Avenue F:t19991MiamiUxttersWLL-BindingOffer-Fina1.0212.wpd V 9 _ 126 �t�s Curtis Pool 2300 NW North River thrive Elizabeth Virrick Pool 3255 Plaza Street Gibson Pool 1245 NNE' Fourth Avenue Hadley Pool 4800 NW7 12 Avenue Jose Marti Pool 1351 Fourth Street Morningside Pool 850 NE 55 Terrace Shenandoah Pool 1805 SW 22 Avenue Kirk Monroe Park 3101 Florida Avenue Cemetery 1800 NE 2 Avenue irginia Key Rickenbacker Causeway Mini -Station Fi Bayside Marketplace ttle Haiti Mini -Station 401 NW 71 Street Omni Mini -Station 391 NE 15 Street Rainbow Village Mini -Station 2132 NW Third Avenue Virginia Key Compost Fac. 3851 Rickenbacker Causeway Jackson Memorial Hospital 1611 NW 12 Avenue m 1 } j tom,' ti`i TIM§ +fik� w �v15 is E,t 1 �5 fi . �e _ _..rp+f ..+,1 X Fk`�rp�l�!?iwswih�Muxhlk,�w9+�?k�FS�Mf�4�ihb�.4%': Trn�cs;°K^•n'�+.w.,,,;� .`.� Vr'+.-vr �,...+p �+ism++,>sx..ix++3�7�si'MN�i4i.ytl� b:. .�i�. .... Exhibit No. 5 Customer Service Requirements s 1. A Franchisee shall at minimum maintain all parts of its system in good condition and in accordance ,vith standards generally observed by the cable television industry. Sufficient employees shall be retained to provide safe, adequate, and prompt service for all of its customers and facilities. The customer service requirements set forth herein are applicable to all services subject to the Ordinance. 2. A Franchisee shall maintain at least two (2) conveniently located business offices and services center within the City limits, unless Franchisee offers free pick-up and delivery of rental equipment, in which case Franchisee shall maintain at least one (1) such location, or in the alternative, at such location outside of the City as approved by the City Commission. to which subscribers may telephone without incurring added message units or toll charges. This business office shall be open at minimum from 8:00 a.m. to 9:00 p.m., Monday through Friday, and 9:00 a.m. to 5:00 p.m. on -Saturday. Further, Franchisee shall locate, construct, design, staff, operate and maintain said office(s) so as to provide all subscribers, including but not limited to those subscribers who may be elderly, disabled or otherwise impaired, with access to its office. The office shall make available for all customers 1) parking within reasonable proximity of the office and 2) sufficient covered waiting areas and adequate seating capacity in an air conditioned space. 3. Franchisee shall maintain a listed local, toll -free telephone number under the business name familiar to subscribers and employ a sufficient number of telephone lines, personnel and answering equipment or service to allow reasonable access by subscribers and members of the public to contact the Franchisee on a full-time basis, twenty-four (24) hours per day, seven (7) days per week including holidays. Knowledgeable, qualified Franchisee representatives will be available to respond to customer telephone inquiries, twenty-four (24) hours per day, seven (7) days per week including holidays in, at minimum, English. Spanish and Creole languages. 4. Franchisee shall answer all customer service and repair telephone calls made under normal operating conditions within thirty (30) seconds, including wait time and within an additional thirty (30) seconds to transfer the call. Customers shall receive a busy signal less than three percent (3%) of the time. These standards shall be met no less than ninety percent (90%) of the time under normal operating conditions, measured on a quarterly basis. Franchisee shall employ Automatic Call Distribution technology, or its equivalent, to compile and generate the information required to establish compliance with these standards. 5. A Franchisee shall employ and maintain sufficient qualified personnel and equipment to be available (i) to accept payments; (ii) to exchange or accept converters or other equipment; (iii) to receive subscriber complaints or requests for service or repairs on a full-time basis, twenty-four (24) hours per day, seven (7) days per week; (iv) to initiate service installations, undertake normal repairs, initiate action with respect to any subscriber service complaints within twenty-four (24) hours; (v) to enable a service technician to respond to service calls twenty-fbur (24) hours per day, seven (7) days a week including holidays when FA 1999\Miami\LenersWLL-BindingOffer-Final. 0212.wpd 99- 126 more than 25 subscribers served from the same nearest active electronic device, such as an amplifier or node, call with the similar complaint. 6. Franchisee must meet each of the following standards no less than ninety-five (95) percent of the time under normal operating conditions as measured on a quarterly basis: a. Standard installation work shall be performed within seven (7) calendar days after an order has been placed except in those instances where a subscriber specifically requests an installation date beyond the seven (7) calendar day period. If scheduled installation is neither started nor completed as scheduled, the subscriber will be telephoned by an employee of the Franchisee the same day. Evening personnel shall also attempt to call subscribers at home between the hours of 5:30 p.m. and 8:00 p.m. on the day prior to any appointment as a reminder of scheduled installation work. If the call to the subscriber is not answered, an employee of the Franchisee shall telephone the subscriber the next day; b. - Franchisee will respond to service interruptions promptly and in no event later than twenty-four (24) hours after the interruption becomes known. Other service problems will be responded to promptly and in no event later than forty-eight (48) hours after the problem becomes known. All service interruptions, and service problems within the control of grantee, will be corrected within forty eight (48) hours after receipt of a complaint; C. The appointment window alternatives made available for installations, service calls, repairs, and other installation activities will be either a specific time, a four-hour time block during normal business hours, or at the election and discretion of the subscriber. "all day." These options shall be clearly explained to the customer at the time of scheduling. d. Franchisee may not cancel an appointment with a subscriber after the close of business on the business day prior to the scheduled appointment; and e. If at any time an installer or technician is running late for a scheduled appointment, an attempt to contact the customer will be made and the appointment rescheduled as necessary at a time which is convenient for the customer. 7. Subscribers who have experienced two (2) missed installation or service appointments due to the fault of Franchisee shall receive installation free of charge. If the installation was to have been provided free of charge or if the appointment was for service or repair, the subscriber shall receive a credit on its bill of not less than twenty dollars ($20.00). 8. Disconnection. a. Voluntary Disconnection. i. A subscriber may terminate service at any time. p ii. A Franchisee shall promptly disconnect any subscriber who so requests from the cable system of the Franchisee. No period of notice prior to voluntary termination of service may be required of subscribers by any Franchisee. So long as the subscriber returns equipment ,vithin five (5) business days of the disconnection, no charge may be imposed by any Franchisee for such voluntary disconnection, or for any cable services delivered after the date of disconnect request. iii. A subscriber may be asked, but not required, to disconnect the equipment of the Franchisee and return it to the business office, subject to (ii) above. iv. Any security deposit and/or other funds due the subscriber shall be refunded on disconnected accounts after any customer premises equipment including all converters but excluding wiring have been recovered by the Franchisee. The refund process shall take a maximum of forty-five (45) days from the date equipment is returned to Franchisee to the date the customer receives the refund. b. Involuntary Disconnection. If a subscriber fails to pay a monthly subscriber or other fee or charge, the Franchisee may disconnect the service outlet of the subscriber; however, such disconnection shall not be effected until thirty-five (35) days after the due date of the monthly subscriber fee or other charge, and ten (10) days advance written notice of intent to disconnect to the subscriber in question. If the subscriber pays within thirty-five (35) days of the due date and after notice of disconnection has been given, the Franchisee shall not disconnect. After disconnection, upon payment by the subscriber in full of all proper fees or charges, including the payment of the reconnection charge, if any, the Franchisee shall promptly reinstate service. Franchisee reserves the right to deny service to any customer who has been repeatedly disconnected for non-payment of services to the extent such rights are consistent with applicable state and federal law. C. With respect to any disconnection, whether requested or involuntary, a franchisee shall comply with the rules and regulations of the FCC and applicable law with respect to ownership, sale, removal and abandonment of home wiring. Failure to comply with such rules including, but not limited to providing applicable notice to subscribers and property owners shall be considered a violation of this Ordinance. 9. Franchisee shall intentionally interrupt service only for good cause and for the shortest time possible and shall use its best efforts to minimize the number of service between 6:00 p.m. and I1:00 p.m. Franchisee shall maintain a written log for all intentional service interruptions. 10. Franchisee shall notify the City Manager or his designee immediately if a service interruption affects fifty or more subscribers for a time period greater than one hour. The City Manager, in his discretion, shall establish appropriate methods for the notification required herein, including any procedures for notification after normal business hours. 11, Franchisee shall cause all of its field employees to wear a picture identification badge indicating employment by Franchisee. This badge shall be clearly visible to the public. F:\ 1999\Miami',Lcners\MLL-B i ndi ngOfTer-Fina1.0212.H•pd S__ .3 99- 126 ( All company vehicles shall display the company name and logo, if any, in a manner clearly visible to the public. Contractor vehicles shall display the contractor name, as well as the cable operators name. 12. A Franchisee shall develop W"ritten procedures for the investigation and resolution of all subscriber or City resident complaints, including, but not limited to, those regarding the quality of service and equipment malfunction, which procedures shall be subject to the review and approval by the City Manager. A subscriber or City resident who has not been satisfied by following the procedures of the Franchisee may file a \written complaint with the office of the City Manager, who will investigate the matter and, in consultation xvith the Franchisee as appropriate, attempt to resolve the matter. The good faith or lack thereof of the Franchisee in attempting to resolve subscriber and resident complaints in a fair and equitable manner will be considered in connection with the renewal application of the Franchisee. Franchisee shall maintain a complete list of all complaints not resolved within three (3) calendar days of receipt and the measures taken to resolve those complaints. This list shall be compiled in a form to be approved by the City. It shall be compiled on a monthly basis. The list for each calendar month shall be supplied to the City no later than the 15th day of the next month. Franchisee shall also maintain a list of all complaints received, which list will be provided to the City within three (3) calendar days of request by the City Manager or his designee. 13. Franchisee shall permit the City designee to inspect and test the technical equipment and facilities of the system upon reasonable notice not to be less than twenty-four (24) hours. 14. Franchisee shall abide by the following requirements governing communications with customers, bills and refunds: a. Each Franchisee shall provide to subscribers written information in each of the following areas at the time of installation, at least once annually, and at any future time upon request by the subscriber: i. How to use the cable service; ii. Installation and service maintenance policies; iii. All products and services offered; iv. Prices and service options; on the system; receipt and FA I999\MIaIn&enerstMLL-D indingOffer-Fina1.0212.wpd V. Channel positions of programming carried vi. The procedures of the Franchisee for the s 99- 126 R`x resolution of customer complaints, the address of the Franchisee and telephone number to -which complaints may be reported, and the hours of operation: vii. The telephone number and address of the City and as required by County ordinance, the County office designated to handle cable television complaints and inquiries shall be printed on the back of the bill; viii. The availability and costs of a "lock -out" device and other parental control mechanisms; ix. The information of the Franchisee, collection, and disclosure policies for the protection of the privacy of the subscriber. b. In addition, each Franchisee shall provide written notice in its monthly billing, at the request of the City, of any events or public service announcements. The City shall make such a request in writing, with reasonable notice prior to the mailing of any billing by Franchisee, such that Franchisee's regular billing cycle will not be interrupted. City shall pay printing costs and incremental postage expenses for said notices. C. Franchisee bills will be clear, concise and understandable to subscribers. d. Credits for service will be issued no later than the next billing cycle of the customer following the determination that a credit is warranted. e. A Franchisee shall provide subscribers, the City Commission, and the City Manager with at least thirty (30) days advance written notice of any changes in rates, charges, channel lineup, or initiations or discontinuations or changes of service or services offered over the cable system whenever practicable. 15, Upon a subscriber's request, a Franchisee shall provide a pro -rated twenty-four (24) hour credit to the account of the subscriber for any period of two (2) hours or more within a twenty-four (24) hour period during which a subscriber experienced an outage of service or substantial impairment of service, whether due to a system malfunction or other cause; provided, however, that no refunds will be due for outages directly related to a rebuild, upgrade or routine maintenance of the cable system which is planned, noticed properly to the City and subscribers, occur during a time other than between 6:00 p.m. and 11:00 p.m. and last for four (4) hours or less. 16, Billing. a. The first billing statement of the Franchisee after a new installation or service change shall be pro -rated as appropriate and shall reflect any security deposit. F:\1999'AMiami%LettersIMLL-OindingOffer-Final.0212."d a (� �, [� t � � .J ej V S resolution of customer complaints, the address of the Franchisee and telephone number to which complaints may be reported, and the hours of operation: vii. The telephone number and address of the City and as required by County ordinance, the County office designated to handle cable television complaints and inquiries shall be printed on the back of the bill; viii. The availability and costs of a "lock -out" device and other parental control mechanisms; ix. The information of the Franchisee. collection, and disclosure policies for the protection of the privacy of the subscriber. b. In addition. each Franchisee shall provide written notice in its monthly billing, at the request of the City, of any events or public service announcements. The City shall make such a request in writing, with reasonable notice prior to the mailing of any billing by Franchisee, such that Franchisee's regular billing cycle will not be interrupted. City shall pay printing costs and incremental postage expenses for said notices. C. Franchisee bills will be clear, concise and understandable to subscribers. d. Credits for service will be issued no later than the next billing cycle of the customer following the determination that a credit is warranted. e. A Franchisee shall provide subscribers, the City Commission, and the City Manager with at least thirty (30) days advance written notice of any changes in rates, charges, channel lineup, or initiations or discontinuations or changes of service or services offered over the cable system whenever practicable. 15. Upon a subscriber's request, a Franchisee shall provide a pro -rated twenty-four (24) hour credit to the account of the subscriber for any period of two (2) hours or more within a twenty-four (24) hour period during which a subscriber experienced an outage of service or substantial impairment of service, whether due to a system malfunction or other cause; provided, however, that no refunds will be due for outages directly related to a rebuild, upgrade or routine maintenance of the cable system which is planned, noticed properly to the City and subscribers, occur during a time other than between 6:00 p.m. and 11:00 p.m. and last for four (4) hours or less. 16. Billing. r b. The billing statement of the Franchisee must be fully itemized, with itemizations including, but not limited to, basic and premium service charges and equipment charges. Invoices will also clearly delineate all activity during the billing period, including optional charges, rebates and credits. C. Any balance not received within ten (10) days after the due date may he assessed an administrative charge not to exceed the average actual fixed and variable cost to administer a delinquent account, subject to applicable law. The charge will appear on the billing. statement of the following month. For purposes of this subsection, "actual costs" do not include such items as bad debt and fixed costs which exist regardless of costs caused by late payers. In the event it is determined by the City that a Franchisee has assessed a late fee in violation of this Section, the City Manager shall have the right to order the Franchisee to pay its subscribers a refund retroactive to the date that such fee was assessed in violation of this Section. Subscribers shall not be charged an administrative fee, a late fee or otherwise penalized for any failure by the Franchisee, its employees, or contractors, including failure to timely or correctly bill the subscriber, or failure to properly credit the subscriber for a payment timely made. d. The Franchisee must notify the subscriber that payment can be remitted in person at the office of the Franchisee in the City and inform the subscriber of the address of that office where payment can be made. 17. Except as incident to a rebuild of the cable system, a Franchisee may not substantially alter the service being provided to a subscriber (including by re -tiering, restructuring a tier or otherwise) without the express permission of such subscriber, unless it complies with this subsection. a. If a Franchisee wishes to alter the service being provided to a subscriber (including by re -tiering, restructuring a tier or otherwise) in such a way that the subscriber will no longer be able to obtain the same package of services, then the Franchisee must provide the subscriber with thirty (30) days notice of such alteration, explain the substance and the full effect of the alteration, and provide the subscriber the right within the thirty (30) day period following notice, to opt to receive within the same thirty (30) days any combination of services offered by the Franchisee. b. Except as provided under applicable federal, state, or local law, no charge may be made for any service or product which the subscriber has not affirmatively indicated, in a manner separate and apart from payment of the regular monthly bill, that he wishes to receive. 18. Franchisee shall certify in writing to the City on January 1 and July 1 of each year, based upon internal due diligence by the Franchisee, that to the best of knowledge of the Franchisee it is in compliance with the standards set forth in this Section 19. At the request of the City, the Franchisee shall submit such documentation, as may be required, to demonstrate compliance of the Franchisee with Section 19 of the Ordinance. This documentation shall be submitted within fifteen (15) days of the receipt by the Franchisee of the City's request. F:\19991MiamALeiters\MLL-©indingOffer-Finat. 0212.wpd 9 9 — 12 6 s- � 4 19. Responsibility for the administration of the Ordinance, and any franchise granted pursuant to the Ordinance, and for the resolution of all complaints against a Franchisee regarding the quality of service, equipment malfunctions. and related matters, including the authority to order refunds or fees, is hereby delegated to the City Manager, who is empowered, among other things, to settle, or compromise any controversy arising from operations of the Franchisee, on behalf of the City, in accordance with the best interests of the public. In cases where requests for service have been ignored or in cases where the service provided is unsatisfactory for whatever reason, the City Manager or designee, hereafter referred to jointly as City Manager. shall have the power to require the Franchisee to provide service, if in the opinion of the City Manager or designee such request for service is reasonable. Provided, that any person aggrieved by a decision of the City Manager, including the Franchisee, may appeal the matter to the City Commission for hearing and determination. The City Commission may accept, reject or modify the decision of the City Manager. No adjustment, settlement, or compromise, whether instituted by the City Manager or by the City Commission shall be contrary to the provisions of the Ordinance or any franchise agreement issued pursuant to the Ordinance, and neither the City Manager nor the City Commission, in the adjustment, settlement, or compromise of any controversy shall have the right or authority to add to, modify or delete any, provision of this Ordinance or of the Franchise, or to interfere with any rights of subscribers or any Franchisee under applicable federal, or state law or private contract. 20. a. In addition to the powers delegated in Section 19(S) above, the City Manager shall have the authority to order refunds from a Franchisee to individual cable television subscribers who have submitted a written complaint to the City and to assess fines against a Franchisee for any violation of the Ordinance or any franchise issued pursuant to the Ordinance, which fines will be paid to the City. b. In ordering refunds to cable television subscribers, the City Manager shall be governed by the schedule set out below in which the refund indicated is expressed as a percentage of the inonthly bill of the subscriber. The refunds listed are to be made on a per violation basis with each day of a continuing violation constituting a separate violation. The refund ordered by the City Manager pursuant to this Section 19(T) of the Ordinance shall not exceed 100 percent of a monthly bill of the subscriber, unless a violation has continued at least 30 days from the date first reported to the Franchisee. Schedule of Refunds to Subscribers° Single Violation of: Maximum Refund (Percent of subscribers monthly bill) (a) Failure to comply with i 0% Section 19(a), hereof (b) Failure to comply with the telephone 10% availability requirements of Section 19(c), hereof (c) Failure to comply with the repair 50% and installation requirements of Section 19(f), hereof. C. In assessing fines against a Franchisee, the City Manager shall be governed by the schedule set out below. The fines listed are to be assessed on a per violation basis with each day of a continuing violation constituting a separate violation. Schedule of Fines Single Violation Of: Maximum Fines (a) Section 19(a), hereof. $500.00 (b) Section 19(b), hereof. $500.00 (c) Section 19(c), hereof. $300.00 (d) Section 19(d), hereof. $300.00 (e) Section 19(e), hereof. $300.00 (f) Section 19(f), hereof. $300.00 (g) Section 19(g), hereof. $100.00 (h) Section 19(h), hereof. $300.00 (i) Section 19(i), hereof. $300.00 0) Section 190), hereof. $200.00 (k) Section 19(k), hereof. $210.00 (1) Section 19(1). hereof. $500.00 (m) Section 19(m), hereof. $500.00 (n) Section 19(n)(1)(a) - (I)(i), hereof. $200.00 (o) Section 19(n)(2), hereof. $500.00 (p) Section 19(n)(3) - (n)(5), hereof $200.00 (q) Section 19(o), hereof $300.00 (r) Section 19(p), hereof $300.00 (s) Section 19(q), hereof. $300.00 'References to Section 19 herein are taken from the draft Ordinance. F:\1999\MiamilLetters\MLL-©indingoffer•Fina1.0212.µpd 9 9 — 126 RJ :;..�. L..: x..; :. ....: _... ,:." :...'.: '.�: �..: ... .:. ":: ..,.: ,;. 'y rf7/. VT.SrkSiF- _..1 •... �,. L:.k � �� d. Prior to ordering a refund and/or assessing a fine, the City Manager shall mail to the Franchisee a written notice, by hand delivery or certified or registered mail, of the proposed refund and/or tine, specifying the violation at issue. The Franchisee shall have ten (l 0) days from the date of receipt of the written notice to demonstrate the violation has been cured or to file a written response to the notice of the City Manager describing the plan to cure, Written response of the Franchisee shall be signed by management level personnel of Franchisee and all statements contained therein will be regarded as material representations of the Franchisee to the City. C. Prior to ordering a refund and/or assessing a fine, the City Manager shall consider any justification or mitigating factor advanced in the written response of the Franchisee, including but not limited to rebates or credits to the subscriber or a cure of the violation. The City Manager may. after consideration of the response of the Franchisee, waive or reduce any proposed refund or fine. In the case of a complaint from a single subscriber or a violation of this Ordinance or any franchise issued pursuant to this Ordinance in which only a single subscriber has been affected, the City Manager may not assess any fine if the Franchisee has reasonably resolved the complaint or cured the violation within a reasonable time frame not to exceed three (3) calendar days. However, said subscriber may be entitled to a credit/refund as provided herein. f. Subsequent to the notice of proposed refund and/or fine to Franchisee and consideration of the response of the Franchisee, if any, the City Manager may issue an assessment of refund or fine. The refund and/or fine shall be paid within thirty (30) days of written notice to the Franchisee. This refund and/or fine shall constitute liquidated damages to the subscriber and City for the violation and the City may enforce payment of the refund or fine in any court having jurisdiction. It is the intent of the City to determine fines/refunds as a reasonable estimate of the damages suffered by the City and/or its subscribers, whether actual or potential, and may include without limitation, increased costs of administration and other damages difficult to measure. g. Franchisee may appeal any decision of the City Manager directly to the City Commission within thirty (30) days of notice of the decision to the Franchisee. h. Any person who intentionally files a false complaint against a Franchisee shall be subject to a fine in the amount of $50 for the first violation and $100 for each subsequent violation. i. Intentional misrepresentation by a Franchisee in any response to a notice of proposed refund and/or fine, whether oral or written, shall be considered a material breach of the Franchise Agreement, subject to a penalty of no less than five thousand dollars ($5,000.00) in liquidated damages to the City, and shall be grounds for Franchise revocation. j. In addition to complying with the customer service standards set forth in this Ordinance or in any franchise issued pursuant to this Ordinance, a Franchisee shall, at minimum, comply with all customer service standards applicable to cable systems of the FCC F:\ 1999\Miami\Leviers\MLL-©indingOfrer-Fina1.0212.wpd S71 99- 1.26 and any other applicable federal, state or county law concerning customer service standards. consumer protection, and unfair or deceptive trade practices. k. The City expressly reserves the right to consider violations of the customer service requirements in evaluating any renewal, modification or transfers of any Franchise Agreement. D . 20s rasa 9 y^"c,. Phcy-a 2rA i.:... l FEB-Lr-�� t4,59 FROH,a'Ct-b�R, b.c. i33 3i1' .13c111� dSSocI�1�� 1 1:101,001. VNCONDlTIONAL;AOCUTANCE OF MR1MlS 01? A &ntmr air TEM CITE' CobbMSI'+OK OF TM t:TrY OR WRA , ,FLORMA, CONSFAM G, TO grail APPBOMr., sujurCr To rzTONs SET FoRrU HR:tM, TM REQUEST VURS TANT TO TUX 2YT AND FLAN OIF E�G"SL 7L NG A" rGER„ DATE ��0R AgM�UpN�C� . 23, U�tnT`�0X C`Apt�1r�r,Y�nA�y YO��+p .�.+eA�T&T CO RC 0.dRAMN CTAJU ;s . IT1' LV tk4GtAt L,(j y p►$r � 4Qi Y 7 ��dN�A N A� D�Aj7L'IIt,���C�7��'yW] O1L�LL�'�y��jy�►}ZD f; 7C�iOr pCON!'ORa1."xT /� •••. /.+1Rrx �~+' ER "'uB /f AND EJR+t.�a.v'iTJfdwVlRIIvI.�Lf�r� INC,NA D� WAii,E �YCt�N C '"j Ct1NbTn�C}N A��ViO�TARY ESMOW OF AMGtU�'TS li�iOmit, � A."JI'yX'A CMM . AXD THE m-cu I1C N of CAM 2 TALEVJa7►O cm �F./I. cE$ A.CRejEymNT; II�r'G MAT AS A ML?LT OV Tur T�SACTIONS CON-rE BY T HE bccp�LR AC rar, a cz wl rx L GtaYrINCm AS � COR�ATION WML OM$AWSOLLY+ID � ,i,A,Ky OF AT&T -,'W TCY WILL CtONMUL To CAI" TELF'6' MION4 F C KNSE AFTER Cora h OF THE TRANSACTToN& ' I BEFORE ME App the izudrisiy�� arity who 1p U oast s =a % atrx that_ f I. T affiaat is $se F.zCCial vc Yore Prtzsida t, w of rcucoittl;Otu dmd erns. iac;. � and is tha pact = amlica d cxas this C=cd cu halfof*zA hzd 2. Thr, 9fiant isMini5 this affidavit u a c*adi6= ' to the charms a f 02&01 of tic M rCI caablaa {dtrsahisc Ecc>ci TCI to A'i&T. j 3. Aff=l attests XTCI is the cum ftadn= h# the City f ' X-bzi t sid mar ft frs=h dau Wirt the tmmc o f+his a t 4, AMt atma IS a COt1&joa to tha Cjcy's sp of [ice c =xt of=MtML it I fI i t 99- 126 71 J L uYrrrq,ycs.Rr i .. F'Til�-15-9Ei 4a.4;!7 FTrnM.TCT-NR��; D.C. 8iai 530 9I1' ���Ballil �lSO�il?�S u 10.202 fawn 1S'�1, PAGE d.Fli `G71i�139 I�:di p.00�1DB� Ei1s mt�Cndad st AT>pdmg Qffar ►mt1t�1 t� sacs a0.4xi1Gums w}1�7t �vW � the ba�S � £ sF=bxW eAg2+e+c:>s►aAAic Oftw cu of whicbi h also 3 wadition to C:t1�+�i di7pYD� Df �C that�gr3 ` of cunJrvi ot'the UTCi cable Ii,Oeasc fiotn TQ to il.TacT. ' S. Afant immsts dat WO sbU win its ciatan against the City �{ irsc a Aa absolute cTe me for t$e Sg15,000 croft arisbig out ofRmofation No- 8$-711. 1 t- A19sae SemOs thA MTC1 sbaD pay to d1c City t1w mm of" mi llioc dollaalr is caab alai g600.D00.00 in vyMIL's fix mtapleft moluii0tt of TtI1 kW7v Tx g c�iau,z UW= fincludkg, but tiff limiYrd to b at tad cleomer stanch -ds?, these coutpH== iWICS To$cdcd in tha R=U Plan affmched :u Bxlu'6a1,N?o. i to The Binding Ofic , up to and iwludiDg tlW Lffb;fi-+o• Date of thr. R.es&miou. 'Phase m=L-. shall not be passod duough to e11b=ih=% or deduntad Erna franchPso fcts. 7. ATjaai == = MTCI shall cotatiaaue ifs good th rsegadldons alga the ter xg *ng Ibc p►vvik= of an nvsT W be Qty, for at Insi fot y fly* (45) days, and rewhdoe of do NET isma is a canditiou m do C:iVa gVrovsl ofthe cl,aage of coat ol. !�. MTM *211 pizce is es�=wr the &cAff, vnachnr� w vac and sat urail in P&"ba S. ti aar17 above piqc to PetTccua¢y 16, 1999, sari sigma; that sus$ w sttaL' be rcku d to IG City i4= The. fftrZv Daw tf9ERmluton ffi&pkrg the 1`X3lwhisC 19- In to wmdFOff= a1� SC1i-.tS over its cble s in the CYy Of M=L it shall, tking irdo aunt tncRimical fmsNU�., pzgmide — to W Ala madcm pLadoan to pivvid= ofIat sz—ws =d *Wu= scrvics an mmpuaBle tx= an i c oulidous to ► 110sc tr=o. and wnditinns uu wbicu Aw.=S is pmvidrsl by' rmc u=- iai airy p coattw Ay. I I 99— 126 7. { x" FM ptca-is-�9 t4.69 �ttnM�Tct-VA'�. D.c. tA�402 a33 FACE 4/6 �30� 536 9�11 G�l6311iI iS�JCid1�S ���ll l3� id:D� 1'.ODIi006 Fraachama sbau comply With ali Isaful req==Mts Wdh rated to ZCC= I ragclzisoe`i cable medrm pltddb= forpwvid= of %ct a rnd online u vk*L 'I 10. Finachisw dtail camphy with Z ott= apphrable legal �b, iaciadiag Cauine ofbroadc=digiml. usdhigb def ojdoa televisiau dgnls, acd 4a=wnnccts n of tltc cable as rtgired by the 1cAz-=== or 2tpficablt law. 11, To the ez--= not prohibimi by sppIscabls law, the F:racbism aj Tmcnact ==ices, baxdW& but not I�otituf to @ - - T ° Rnadnm cr and f c&, Ex sw=gs, provrdaci.by the fxm=hwr, its paced afBllta= or Mlbd es. avertbe ra be deemed. "cable servi=" as pmvidad. ands Tits VI of dxr-i ens , RJ"C ass recei by Franchises, ad to tht ' tzt Wirt 1111 Agtemaeot sad not qezifica y Fuhibitad by applicable Iaw', ' aft5UMMU, f mamt =vim Proms Q= the Fv=tCLsee`s lc s�ca, ' but n+ot 1 I T Mod=cggjpLRt wIvc %mg[aM BUGS rwfmue: , shall be ithta the dlro Ye.exns % fm tba parof to f an&i a fee �dw to ® extent Fran& sc Awftmgft and c *Q"'off -M-U a law. It latent cf th& I "I r lwasrmf& awum;w IMOL -IQ nl= 11= cxishu}; Cable ft&-N Qd= of cable stavit+es. 12 Franr-tsar a wle that the 4l:cgislatry Ili of t M 1 cacba�plaf&s that dac City mayj a i&= gay deficit== m sezvil , ' uoLL-0 dme of any tramfrr or chmv Of Oanfrol of the.. anum,es rt%x=xv3iaY tar any sad an nna-catapi"L M=1>DS.ar 4tfte t tizi c 3' i thaf cable or similaJr .e system) sw ct of 1934, I}te F xwt Cable Acr �pG�, attfse it T �WW 5 10-202 833 4-2 PAGE 5/5 gill 1, Of &c frAacbbc I it Fiar to the I claft of ft dmgt of o=tr*L f 13- yn=bimm =wndfimu4 nuTts all tc= and conditions !of the RLmohdan cvdanad baviubovefi - 7777' 77:� Y FSB-15�Fa9 is -go FROM-TCt-Wl---4• O.C. 70.101 all rA.CC 0"0 FURiMAFFIANTSA NAUGM. l AT&T CORP. Y i ��tom' uad of .tom + O&irvit and $�soL- a No. _•_- � aad a gm to do worbins m6my to casuto ocmpTiance ..� I STA# OF 1 FRB W, the t Nd au lb Ddw. pmm,Dy x a _ •vlblo is law" libmA poctossXy ovided proaf of idrns;�uadeoJ sad upon �g � duty sw m $i! 6�Jsbs ette' mg dom�,e f+.+•1� �A whtat—ly and &r the pwp�s Wn2eM my hand sad aMcial Md in die Catm alai State i= x%tesaild lhk _ ` day of . is99. ►w�r+.+ra•tia.r WMAILY P'tiMLIC. SWA *rFbrids HOISIA(Q Rn 1119 did Lam Hw wril-M 99- 126 a The Honorable Mayor and Members ,T of the City Commission TCI and AT&T Merger D/n 1 H. Warshaw City Manager RECOMMENDATION: It is respectfully recommended that the City Commission consider whether to consent to and approve the request pursuant to the Agreement and Plan of Restructuring and Merger, dated June 23, 1998, among AT&T Corporation ("AT&T"), a New York Corporation ("parent"); Italy Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of parent ("merger sub"); and Telecommunications, Inc., the parent of licensee TCI, a Delaware corporation ("TCI") conditional on deposit in escrow of all monetary amounts in a definitive letter of intent and the execution of the final cable television franchise/license agreement; providing that as a result of the transactions contemplated by the merger agreement, TCI will continue to exist as a corporation and will become a wholly owned subsidiary of AT&T and TCI will continue to hold the cable television license - after consummation of the transactions. BACKGROUND: On November 19, 1981 Miami Cablevision (a joint venture with TCI and Americable) was awarded a fifteen year license for the construction and operation of a Cable TV System to serve the residents of the City of Miami. On January 14, 1987, ownership of the cable system was transferred to Telecommunications, Inc. (TCI) under the official name Miami -Telecommunications, Inc. This license expired on November 18, 1996. After approving several 3-month extensions, the City Commission passed ordinance 11504 on May 22, 1997, setting the license extension period as month to month. On September 9, 1998, TCI and AT&T formally requested that the City review and approve a merger. This request was accompanied by FCC Form 394, which form is intended to provide information regarding the financial, legal, and technical qualifications of the new controlling entity that is necessary for the City to J- A m-,{'��2-�!�„�+r"'„T..r?';�;. °l?.:-0.. 5+!''„i�'ti'.';F{' 'ciY ...i vrSn''S+3.-za£ �iF'S', 5kR7;ks€xs-irsrfam�'F�L'r�Fr�r s rxvars+,ry .�v� s, _ ,-sa.w._ .. `i ,� r 4 , �' ✓ i r E grant consent to the merger. In accordance with Federal law (47 yy 1+�t s USC § 617), unless the requesting party and the franchising authority ("the City") agreed to an extension of time, upon $ receipt of this information, the City had 30 days to question the z accuracy of the information submitted or it would be deemed (x accepted and 120 days to act upon the request to approve the ��� merger or the approval would be deemed to be granted. Subsequently on October 9, 1998 within the 30-day response period r, allowed by federal law, the City responded to TCI indicating thatti- Erh FCC Form 394 as filed on September 9, 1998 was not complete and that the 120-day approval period had not commenced. On November 18, 1998, TCI responded and indicated that the end date of 120- ;,ram day approval period would be extended to January 31, 1999. On { January 22, 1999, TCI further extended the date to March 9, 1999, provided that the City act on a conditional basis by February 16, 1999. t �n DHW/BWH/AGS/ecb �qW r EGY:� =7 r�`1F1� ilf ,FfY,ii `tin Page 2