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HomeMy WebLinkAboutItem #46 - Discussion ItemCITY OF `.1IAMI. FLORIDA-- INTER-OFFICE MEMORANDUM Mr. Howard Gary E)ATE June 28, 1982 FILE. CABLE TV HEARING FOR inn MEETING FROM Miller J. Dawkins E �1 ,# f •j REi"RE=ES City Commissioner =_ B `.f ENCLOCURES - Please schedule a hearing on the Cable TV Franchise for our July meeting. I am desirous of knowing if the franchise holders have violated the agreement signed with the City of Miami. Please see that proper authorities from the franchise holders appear at this meeting. MJD:rr J A. J. SARRANCO, JR. STEVEN KELLOUGH PETER H. KIRCHER STEVEN CRIPPS LAW OFFICES BARRANCO AND KELLOUGN PROFESSIONAL ASSOCIATION { June 25, 1982 f Mr. Howard Gary, City Manager 3500 Pan ArmericaiD . Drive Miami, Florida 3�133 Dear Ur. Gary: 310 CONCORD BUILDING 66 WEST FLAGLER STREET MIAMI, PLORIDA 00100-I8GO TELEPHONE (305) 371-SS7S Please be advised that I represent George Greene and Sable Cable Communications, Incorporated. I request that you place on the agenda for the July 22nd meeting of the City Commission for discussion the cable television franchise granted td Miami Cablevision. We respectfully request the personal appearances of Mr. Hermanaaski and Mr. Alden at such meeting. We would like to bring to the attention of the City Comussion certain matters with respect to minority participation in this franchise, local origination programming plans timetable and funding, as well as the affirmative action plans. I will present at the tim of the meting documentation concerning the agreemnts between my client and Miami Cablevision. I have instructed my client that he has a fiduciary duty to the black ccrrrninity and to the City Commission to discuss matters publicly since representations and promises were made to the City Cormission by the franchisees with regard to my clients. Since these issues may affect the Latin commmity, perhaps Mr. Evelio Ley should be invited. Would it be possible for me to bring a court reporter to the City Commission veeting? I would use the offices of Friedrsan, In mbardi, Gendron and Brumm for such meeting. Further, I would like to request that all parties who will be giving evidence concerning this item be placed under oath. 0 Mr. Howard Gary - 2 - June 25, 1982 I certainly appreciate your attention to this matter. Thank you for your courtesies. t _ , Very truly-,, AJB/je cc: Mayor Maurice Ferre Vice -Mayor J. L. Plummer Commissioner De:ietrio Perez Commissioner Miller Dawkins Commissioner Joe Carollo Kenneth Myers, Esquire John Draper, Esquire Mr. Evelio;Ley Mr. George Greene LAW OFFICES BARRANCO AND KELLOUGH PR0rC55,0r.Fi. ASSOCIATION 40 r A Mr. A.J. Barranco, Jr., Esq. Barranco And Kellough, P.A. 310 Concord Building 66 West Flagler Street Miami, Florida 33130-1863 Dear Mr. Barranco: July 8, 1982 Re: Miami Cablevision This will acknowledg-,eeceipt of your letter of June 25, 1982 in which it was requested that the referenced matter be scheduled for City Commission discussion on the July 22, 1982 Commission agenda. Please be advised that this matter has been scheduled but not in the manner you requested. Discussion items are ordinarily scheduled during the Committee of Whole portion of the agenda at the request of a City Commissioner; matters proposed for presentation to the Commission by citizens are usually scheduled as a "Personal Appearance". Accordingly, your name will be listed on the aqenda under "Personal Appearances" as representing George Greene and Sable Cable Communications, Incorporated, to .address the subject of Miami Cablevision. Your letter contained additional requests that this office has no authority to consider. Primarily, the City Manager does not have the authority to compel individual citizens to apear before the City Commission. However, by forwarding copies of your letter and this response to Messrs. Charles Hermanoski and Paul Alden, they will be informed of,their requested appearance. Since Mr, Evelio Ley was provided a carbon copy of your letter originally, I am assuming you will be responsible for his being notified. As regards your request to bring a court reporter it is noted that all City Commission meetings are recorded for subsequent transcription by the City Clerk. Should*iyou require the service of a court reporter, a decision as to the reporter (or firm) utilized is totally within your discretion as all expenses associated therewith will be asumed by your and/or your clients; the City will not bear any such espense. With regard to the parties being placed under oath, that is also an item over which I have no discretion. ;i f 4 , Mr. A.J. Barranco, Jr., Esq. Page Two f ' Should you require an additional assistance in this matter, Y q Y please feel free to contact this office Sincer y ovi V . G r E City Manager ! cc: Mr. Charles Hermanowski Americable of Greater Miami, Ltd. Mr. Paul Alden Miami Tele-Communications, Ltd. Honorable Mayor and Members of the City Commission t July 8, 1982 Mr. Paul Alden Miami Tele-Communications, Inc. P.O. Box 22595 Wellshire Station Denver, Colorado 80222 Dear Mr. Alden Enclosed is a copy of a letter recently received from Mr. A.J. Barranco, Jr., an attorney representing Mr. George Greene and Sable Cable Communications, Incorporated. Mr. Barranco has requested time on the City of Miami Commission agenda on July 22, 1982 to discuss matters relating to the above parties and Miami Cablevision. As you will note from reading the City Manager's response to Mr. Barranco, a copy of which is also enclosed, that request has been approved. This letter is to fulfill the City Manager's promise to Mr. Barranco that you would be advised of your requested appearance on July 22. Should you have any questions please contact me at your convenience. Sincerely, Walter L. Pierce Special Assistant to the City Manager WLP:db = cc: Mr. A.J. Barranco, Jr., Esq. 9 I l July 8, 1982 Mr. Charles Hermanowski Americable of Greater Miami, Ltd. P.O. Box 859 Miami, Florida •33197 Dear Mr. Hermanowski: ;. ' Enclosed is a copy of a letter recently received from Mr. A.J. Barranco, Jr., an attorney representing Mr. George Greene and Sable Cable Communications, Incorporated. Mr. Barranco has requested time on the City of Miami Commission agenda on July 22, 1982 to discuss matters relating to the above parties and Miami Cablevision. As you will note from reading the City Manager's response to Mr. Barranco, a copy of which is also enclosed, that request has been approved. This letter is to fulfill the City Manager's promise to Mr. Barranco that you would be advised of your requested appearance on July 22. Should you have any questions please contact me at your convenience. S i ncerel y, Walter L. Pierce Special Assistant to the City Manager WLP:db cc: htr. A.J. Barranco, Jr., Esq. e r- p .. -4L 1. 7vicricalAc of ;tiarli - Okirles lf�n;�icx.s'ri I-etter to Croryc! if. Greene, dated July 22, 1981. 2. li tter Agrourvnt signed by Charles IfenTkancvski and 11. Alden, dated Wtofkr 13, 1981. 3. butter of Acgre(mient signed by 1mcric:able of Greater Miami., Ltd. and IIianu Telecomnuzications, Inc. , October 19, 1981. 4. litter of C1iarles bIcrmnowski to Hannibal M. 0):4, Jr. , Oated April 20, 1982. _ 5. Article f-rum The Mianu Ti its, July 1, 1982, entitlk:6 Cable 71 Finns Clot Hiring blacks. 6. City Ordinance Section 404. Support for Ioc,al Origination Progrz-u:rung . 7. Joint Venture Agrccincnt Miami Tole-C cn-•Ianications, Inc. and A-nericable of Greater Miani, I.TU. , dated October 6, 1981. 8. I -Ca: rd C'naniel. hk rt Gnw.nt for I-ocal Crigina'L ien Prograiming 1,3e vi ng T, Sc,n;Lnt of tb ? Local Corswiity, ba-�t-wcen iiia:ni Cz,.bh-,visicn wid Sable Cable Corrruuiications, dated July 12, 1982. ..r Aj 82—`7 50oy r tWtWA/NIOW by * An1ER1-CABLE +). „ ynrrr $,11 /41. Cnnuefrrnrr 211h, - S W 1671h Ave . Munni. 11mi(m 33187 M.nI„„q lirAAr s% P O yux 8b9 Miami. Flunda.33197 July 22, 1981 Mr. George II. Greene President 8031 NW 22nd Avenue ,•Ii.ami, Florida 33147 Phone: 305/255.3770 Dear ,Mr. Greene: Pursuant to our conversation,please be advised that we will designate a Black Local Origination Channel on Tier I, which of course will be incorporated in all tiers, and*give you, AS INC. EAT and/or your perspective corporation the exclusive use of said channel. Ile further agree to. -construct a basic local origination studio I wirl1 ancillary equipment necessary to operate same, and sup- port and train you and your personnel to run said studio for Black Local Origination. We further agree to have the t�•� brought in by satellite and Local Origination Channel. Black Entertainment T.V. Network said program to be on the Black It is further"understood when this channel becomes Profitable we will enter into a reasonable lease for said channel. < Mean- while this channel is being offered to you and•yolir,company on a courtesy,__free of charge basis. Ile hope to formalize this with a more detailed as r_eemen-c in the future. Sinperel y,1 A c.Jable of Mi mi Char es Iiermanow'ski General Partner F.c. eed to; Accepted l M s`= /`YJJ':('�.�%� S m 1,/Lft} T'�� /'%/�� / �% /.4t'r' ` [c' ��t,w�t•'�/i¢,/i. 4 s�i6.�.c e j ya y / , /Cs'r C c�-t�� T1� ✓nc ��, AF Cl �'/\,9 C.'i �U , 6 1 L/\ �./�L /('/ E/,ari i •�i'�E� ,G�.l!' r Gc i e.k 77 � ; �e'�% i2,5 /li �.� �t .E'—�% .c�0/s► / �i:r fc' R t.�•- �'D�>>2.��s / •1G �l✓e,{de s � �,(`Lr�+ �`%� PL LUTTI-R OF A';-1T..-,1:NT octo}'-.r 11'., 1" '1 Cablcvi sion, a joint venture of Ancricable Associates of Greater a, i Ltd. an,: t!iani Tole-Convnunications will designate a Rlacl: Local C-;,jinating Ch.anncl on Tier 1, which of course will be incorporated in r,ll tiers, and give you, Gcorge I1. Greene, as agent or your perspective u%rporation the exclusive use of said channel including the right to o_-^rate, nonage, sell and receive advertising revenues subject to the overall policy direction of t•iiami Cablevision. t:c further agree to construct a basic local origination studio with ancillary cauip-nent necessary to operate same, and s� nit and '-iin you and your hcrnonnel to run said studio for Black Local Origination. fllrthir aqr n t�� have }, 9' eck tertai men, V. ' �:r��•:orl brow l in b'� Zditc��a{dui pr�c,-ramo�oiitlacal\Criyiiiatioi:, r, It is further understood v.e will ]ego you this channel on a long ter-, ba:>is and tYnen this' channel becomes profitable %.:ill expect a noni.n.il r^nthly pa,"cnt. Mcam;hile this channel is being offered to you and yo,;r cc.pany on a courtesy, free of charge basis. We hope to forr..a1.i7.c t).- s t�ith a more detailed agreement in the near future. f . Tti: �t of Greater Miami, Ltd: ` fliami Telecommunications, 7r,c. /0'/?- Y) . 10 -•Ili - Y/ 7his agreement supr.rcedes the previous letter Hof agreement dated October 13, Ir_.l f P +Ar-11F131-CA13LF= •' 20h00 S W ' G7th 4„ r.l,•„ ,i ; „,,,o, 'S31 87 /ld,hn./ Ada,f•ct P O Oux 859 M.wnt, r WtnLt 3319' April 20, 1982 _ Mr. Hannibal M. Cox, Jr. r•resident Hannibal M. Cos Associates, Inc. Consultants to Management 8601 SW 171 Street. Miami ,'FL 33157 Dear Ilannibal: Thank you for your} kind letter of Ajjri 1 13, 1982. I deeply regret the lack of conununications between us, ho%-.ever I will endevor to beep you appraised of whet is happening in the future. Frankly, we hclvo boon attendinct many moctings and preparin; volum- inous info::mation on our construction design and plans. As you ;^a know, wo finally received approval from the City Manager to begin construction after a very lengthy deli! . We hope to ma%c stood prcgress on our project and after t•ro start hookincl up customers in July, I feel that a.,c should begin the Advisory board muotinas. Please be advised that I assigned Black Local Ori(lination channel to George Greene, who I feel will clr. �) very effectivc job in rehrtr- sent-ing the black community of .•Miami_. You may wish to touch base with George in the interim. I sincerely regret our lacl; of c;orlununiCat ions, since we have alc`ady developed an acceptable affirmative .fiction 1)1.111 11;r ourselves; after socno trial ��nd : rroi I know that we (,.,in work together in the future on other 1-'r.o3ec;t.s and once we 1,eg.in meting with thy: advi:.ory board, we %-jill nut lure touch ag"in. Looking forward to sooinrl -ou ir, the nol-Ir future, 1 re -main. Si 11.Cfi r f'q i h�-es�' it.�rma1>,ows};i CH/am 41 P c 0 o � 0$ U m CO v Q c Z. N w 3 � to m c 0 1 m H H L 0 to ­� .1 .., IM N a V Cie N 1n N rl lil Cable TV Firms Not Hiring Blacks " c a LFg = ' a Continued fron, page 1 are talking about low -paying, % �'e y c y ro d '� In our Americable office, the non -decision making jobs, they are not doing anything. .� >• g 3 N o a 3 -- head of accounts receivable is ;9 ^ m ' C3 o e 2 E d - 8 black." "I have made commitments Dawkins said he began to the firms' sincerity n E .. •o`- E c 01 o c o ,o in the past to Rev. Theodore Gibson, and whether the man question after he saw a report the com- an sent.on its hiring plans. E z d 3 _ A o v v g � '� is a commissioner now or not, he will know that I am living ng PI didn't see anything of substance. That's what made .. � E c > a a E Y E d e �+ o u „ up to my commitments, Her manoski added. me question their hiring prac- c A .. a : w A °' s c s at,.,..Eo.. x A look at the contract that tices,:' Dawkins explained. ,� -°i rX n his firm had to sign in order to "get The city commissioner said w v; ° 8yHermanowski the cable television con - also promised cc" _- E .E $ E Y ,� E tract for, the city of Miami reveals that Miami Cablevi• that minorities would share in the profits from the cable ven- p �'r M a E 4 *on had to • make a, strong ., ture. But I haven't seen in o a,^ 3 0 ton wriblack are • o c, fectimeaffirmativea plan that calls minorities for ft substantial lstockhwhere olders in the venture," Dawkins declared. E e E.• and women in phases of the > > -0 .N o c %E E operation in direct proportion y" p "In m opinion Her- o L.v �, - o 0 0 . e ...re Egi t- « d -- d z W to their percentage in the overall population. manowski has not done any of e o =.8 E a o Dawkins said he is going to ' the things he said he was going to do to involve minorities in m in o v request that City Manage Howard Gary research the the total package, nor does it if he intends to," .S cc o a = y t 8 •vo .ae contract, and he .said, "If I sin as Dawkins asserted. K 12 o : - «a find that he has vidlated it, I'm 4n favorof canceling the con- Piano Lessons y x W o a = o "' �= a, tract." "If they are going to hire BO percent minorities — where?" 1•,,,;,,, lesson, for your •'-' oo °c a,' 'G o a .O Vi C �p R7 C Dawkins asked "if they are ,•ii,;dren at rec:uced rate E G E E ^ ._ o ;,� B H d ►. �, 4 a E $ gong W have them leaning the streets —no good. If they .:.•;;::faint, I my H. For more n, . :j,r,ciatuM: sal •1. 2A) o coWo E C I-, MVW c a+ c c a o o r ;� R e c•, c ;"d E^XvEQWD v a• aa`o «, • E ` a+ *3 coo ate+ a nE, F. PT E e r, 'A qo ►. co= a 'ra W 'o « t i W �s .O .0 y O c0 O Cad �• C w= 6�..�O a F wu, c � � 4 G �'4, Y� c � ,� a u."'o 3�� Ta u E Ha 49 E c« a o LV � AA. r o v,Em S'Z J •. el - 29 - i (6) provide a reasonable am -cunt cf assistance without chaz;e to train the staff of the co-.cn:ty access corporation.. within ninety (90) days after the effective •date of this Ordinance, the Licensee shall sutm:t to the City Manager for approval a detailed plan and b.;'_cet shcwin= what specific access services, facil...es and egzipmen.t t..t Licensee shall provide and hcw the Licensee shell allocate its dollar ecmmitment amens, those items, including those enu-erattd in pare;raphs (1) throzch (6) of this Subsection. :he Licensee lkhall also _n=::ale in its plan how existing facilities May be used. (b) :he Lice -see shall provide direct f:-a-c.e: i ` - cupper: to the cc- sn:ty access corporation. :n the fc of an initial start-up contribution in the amc:nt of two hundre: thousand dollars (5200.020.00) .,, be paid directly to the ecm.nun.ity access corporation, within thirty (30) days of its in.cczporat:on,. Section. 404, Stipp:rt fc. Local OziS:nat:cn (a) Durir.g the tens: of this license, the Li-ensee shall provide local originatien programming. h e Licensee'scorr:%itment to local origination prc;rarmina. shell include a commit -tent to undertake at least the following: (1) establish, equip and maintain brza=cast quality studio facilities and e:ect....._c field prodicticn and electrcnic news �fc r r 3'. - gathering ncti:e !acili%ies f:r local origination pragra.�:ng: (2) ascertain coa.:unity nee% for local oric:nation pra;.- ,;, wh.ch ascertairnent shall involve and mincrity gro-zpe: (3) hire staff with specific resp=nsizi_ity to develop ar,d prod,;ce local programs resncnsive to the needs of the and to participate in training prcc:a..:.s: (S) provide mincrity pro: -a-= hil_ ;ua: progra-_ i ng, that reflects the social, eccno-.:c and c�::t,.ra: ezperien:es and pers-pectives of the FisFan.= pip::ration, the t;:ack pcp�;latio . and other ruin:. _ty an! liny�ietic gro'.ps Within the City c` miami and foc::ses on needs cr interests of the partic�;:ar mincrity gr: -s with whom the pro3rams identify: (S) provide progra.::r.ing that fcc.ses or. the needs and interests of women. senior citizens, veterans an: the han:icappe! in the City of k:s.=i: and (6) develop and implement a :o,- ski:ls ar,d training program., Ces:gnei :; tra;n an! employ minorities or. an or.gcin3 basis in the research, prodict:cn, 933 t 0 transmission and of local programming. Within. ninety (90) days after the effective date of this Ordinance, the Licensee s^al: submit tt the City Yanacer for ap;rcval a detailed r:a- show:-; how the Licensee shall a::ccate its do::a: cc-.r%,tr.e-: among the purposes en,.r.erased in peta=ra;hs (1i :. (6) of this SQtsect:on. :ne plan s`.c.::d ::ea::-., .n2:catt whether and to what extent staff, fac:__ties or ec_rent will, be used for both access proc:ar..ir- and loon: origination progra- ins. Section GCS. knn-za: Ccn:: i_uticns .,. Be ! A'lcca•ed tv the C•tv j (a) For the p;;rpcses herein specified, the Licensee sht:l melee annual c=n:r:b:::o-s payable ._ _^e City in the aa.ount of three (3) percent of the Licensee's gross revenues or six h•.:-dred thousand d=::ars (5600,000.00), whichever is greater. The City sha:: use the contributions made pursuant to this S::sec::=n to stern:late co- unity use of the System's access services; to provide direct financ:a: s_rrcrt to the community access corporation.: to experiment w.:n and test the uses of cable by the various City and educational institutions to reach the public: to implement uses and develop plans for the use of cable television as an integral part o: ::-.e C:ty's operations! and for other public purposes that the City deems appropriate. For the first five (5) years after the establishment of the cor..-::r.ity access corporation., the City shall contribute annially to the ccm unity access JOINT VENTURE AGREEMENT THIS AGREEMENT made and entered into as of this j � day of ( r"". .���,�, 1981, by and -between Miami Tel e-Communi cations, Inc. a Florida Corporation (hereinafter "MTI"), and Americable of Greater Miami, LTD. a Florida limited partnership (hereinafter "Americable"), WITNESSETH THAT: WHEREAS, MTI and Americable (herein together sometimes called the "Joint Venturers", "Venturers" and severally called "Venturer") desire to form a joint venture for the purpose of entering into a license agreement (herein after the "License") with the City of Miami, Florida (herein "City'), constructing and operating a CATV system (hereinafter the "System") in the City, all pursuant to such City ordinances, regulations, requests for proposals or proposed agreements that may now or hereafter be enacted or promulgated by the City (hereinafter collectively called the "Ordinance"); and WHEREAS, the Venturers have concluded it will be mutually advantageous to accept the License from the City, as negotiated with Americable and to enter into a joint venture for the construction and operation of such system in accordance with the terms and conditions of this Agreement; NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter contained, the parties hereto agree as fol lows: t I. Formation and Name. The Joint Venturers hereby associate them- selves together as a joint venture (herein generally called the "Venture" or "Joint Venture") for the purposes enumerated in Section 2 hereof. The name of the Venture shall be Miami Cablevision (herein "Miami Cable") Such name shall be registered as provided by the laws of the State of Florida or given such other legal protection as may be deemed advisable. The principal place of business of the Venture is in the City of Miami, Florida. The Venture shall be governed by the lows of the State of Florida and the terms of this Agreement, and nothing contained herein or in any other agreement relative hereto shall constitute or establish the relationship of general partners or partnership between the Venturers for'a,ny purpose other than those stated herein. 2. Purposes. The purposes of the Venture shall be as set forth in the preambles to this Agreement, and none other; provided always, that the Venture shall have ail the powers reasonably necessary or incident to the carrying out of its purposes aforesaid; all subject to the terms, provisions and conditions herein contained. %t' % Page I of 14 3. Term. The Venture shall begin on the date hereof subject to registration of the name of the Joint Venture and shall continue until termina- tion as provided for hereinaf `er. 3.1 The term of the Venture shall continue so long as the Venture retains a CATV License from the City, is a party to such License agreement with the City, or both, including subsequent amendments and renewals of such License agreement. 4. Capi tal. 4.1 Initial Capital: The initial capital (herein called the "Initial Capital") of the Venture shall be provided equally by each Venturer and shall be in the initial aggregate amount of Fifty Thousand Dollars ($50,000) which shall be used to prepare a full presentation to lending institutions for acquisition of bank financing as hereinafter provided. MTI's investment of $25,000 shall represent a one-half interest in Miami Cable and the Americable's investment of $25,000 shall represent a one-half interest in Miami Cable. The initial cash capital contribution of each Venture shall be paid in full in cash simultaneously with the execution of this Agreement. It is understood and agreed that neither Venturer shall be obligated to contribute, provide or advance any additional funds to the Venture over and above its contribution to Initial Capital, as aforesaid, except as may be hereinafter expressly provided. 4.2 Initial Loan: Upon acceptance of the License, MTI shall loan Two Million Dollars ($2,000,000) to the Venture which shall be used. to provide the security fund as provided in Section 1001 of the proposed city ordinance. This initial loan shall'bear interest at the prime commercial lending rate set, from time to time, by the Bank of New York, or at the incremental rate of borrowing of either Venturer whichever is higher. Notwithstanding the provisions of Section 18 hereof this initial loan shall be repaid from the first monies received by the Venture. 4.3 Development Capital: In connection with the acquisition of,►hank financing as set forth in Section 6 hereof, the necessary investment (herein "Development Capital") in the Joint Venture shall be provided by the Venturers as follows: The Venturers shall each make equal subordinate loans to the Joint Venture which Development Capitol loans shall be repayable as set forth in Section 18 ond.sholl bear interest at the prime commercial lending rate set, from time to time, by the Bank of New York, or at the incremental rate of borrowing of a Venturer, whichever is higher. 4.3.1 Shortfalls in Development Capital: In the event there shall occur any deficiencies in Development Capitol, there shall be a "loan call" by the Management Committee (hereinafter referred to in Section 8) to each Venturer to make up the shortfalls. The Venturers shall make up such deficiency or deficiencies by making equal subordinate loans. In the event, and to the extent that either Venturer does not make its loan, the other may do so. Loans made in Page 2 of 14 i C response to a "Loan Call" shall be repayable and bear interest as set forth in 4.2 , above. i. x S. Funding To provide funds to the Venture to the extent funds which have been obtained through loan calls and third party financing are insufficient, the Venturers shall loan funds on a subordinate basis' to the Venture for construction and operation of the System to the extent such cannot be borrowed from institutional, bank, or other third -party lenders. Such loGns as may be f required in excess of senior debt and Development loans, shall bear interest as set forth in 4.2 above and be repayable as set forth in Section 18. Loans by the " Venturers shall be repayable solely from Joint Venture assets in the manner set forth in Section 18. 6. Financina Arrangement. The Venture shall use its best efforts to seek sufficient third party financing for the construction of the System. However, it is recognized by the Venturers that the Venture may not be able to obtain all financing from third party lenders and that Americable, as the Manager of the Venture, may have to issue loan calls. The necessary Development Capital loans required to obtain and retain reasonable bank financing pursuant to this paragraph have been designated as "Development Capital, and shall be provided by the Venture in accordance with Section 4.2 I herein. During the consruction period of the Joint Venture, each party will advance to the Joint Venture an amount of approximately $10,000,000 as such Development Capital Loans. 7. Interest, 'Profits and Losses. The interests of the Venturers in the Joint Venture, and in the division and allocation of the profits and losses thereof, shall be as follows: MTI Fifty Percent (50?0); Americable Fifty Percent (50%) No Venturer shall at any time be obligated to personally reimburse the other, by way of contribution on account of any loss as may be incurred by either Venturer. Insofar as Federal and State Income Tax returns are concerned, any deductions or credits applicable for Federal Income Tax purposes, including deductions for depreciation and investment tax credit, shall be allocated on an equal basis. 8. Overall Management and Operation of the Venture. Subject to the terms and provisions of this Agreement and a Cable Television Management Agreement with Americable, Inc., a Florida Corporation, to be negotiated later which shall contain terms and conditions consistent with industry standards (hereinafter the "Management Agreement") management of the business and affairs of the Venture shall be vested in a management committee (herein called the "Management Committee") composed of the representatives designated from time to tirne by each of the Venturers. MTI and Americable collectively may each designate one or more representatives to the Management Committee, but MTI and Americable shall each have but one vote on the Mona,ernent Page 3 of 1 4 0 Commi ttee. The tManagernent Committee representatives of each of the Venturers shall initially be composed as provided in Section 17 hereof and ' thereafter designations of representatives on the Management Co .imittee shall be made by MTI and Americable respectively (subject to the provisions of Section 25) in writing addressed- to the other Venturer. Unless any action of the Venture is herein specifically required or permitted to be effected only upon the concurrence of some other number or combination of Venturers, no Joint Venture action shall be taken except by the unanimous consent of such Management Committee. 8.1 Meetings of the Management Committee. There shall be an annual meeting of the Management Committee called by Americable for the presentation of the annual operating and capital budget; prepared by Americable pursuant to the terms of the Management Agreement. In addition, meetings of the Management Committee may be called by either a Management Committee representative of Americable or a Management Committee representative of MTI, at any tirne and from time to time, by giving 10 days notice of such meeting stating the time, place and purpose of such meeting, sent by United states mail, postage prepaid, to the members of the Management Committee. Any action acquired to be taken at a meeting of the Management Committee, may be taken, without notice, at a meeting held by telephone conference call with all of the designated members of the Management Committee participating. 9. Certain Duties. Responsiblities and Compensation. Subject to the terms and provisions of this Agreement, and to the supervision and control of the Venturers and the Mdnagement Committee, Americable Inc. (under the terms of the Management Agreement) shall be specifically charged with the following duties and responsibilities, and shall be entitled to the out-of-pocket costs and management fees specifically provided for in this Agreement, and not otherwise. 9.1 Supervision of Construction: Under and pursuant to the terms of the Management Agreement, during construction, Americable, Inc. shall exercise day-to-day management, supervision of all work, and control of the design and construction of the System, including but not limited to orrangments for pole attachments and clearances by applicable utilities, application and negotiation for all necessary easements and right-of-way crossings, and supervision of independent contractors. In addition, the Venture shall pay Americable,' Inc. for reasonable out-of-pocket expenses incurred during such constructon supervision. 9.2 System Management: Subject . to the control of the Management Committee, and pursuant to the terms of the Management Agreement, Americable, Inc. shall be in charge of the day-to-day management of the System, and shall be responsible for the legal, accounting, and other ministerial requirements of the Venture, and to this end, Americable, Inc. will: Page 4 of 14 � i 9.2.1 Have the authority to and shall open and maintain banking accounts and maintain accounting records as provided in Sections 15 and 16, end furnish monthly reports to each Venturer, disclosing in reasonable detail the status and progress of the development of the System including, without limitation, status of development, construction costs, schedules, lease payments and current financial requirements. 9.2.2 Promptly pay all obligations incurred in connection with the planning, engineering, and development, and all taxes and other charges properly attributable to the Venture to the extent of the available funds of the Venture. i 9.2.3 Prepare and file all application, reports, or other documents s required to be filed by the Venture pursuant to the requirements of third -party agreements such as pole contracts, or to the requirements of appropriate governmental agencies, including but not limited to the City and the Fee-eral Communications Commission. 9.2.4 Conform to policies and programs established and approve-d by the Venturers or the Management Committee. As required, MTI will coopee ate with Americable, Inc. in providing such information and other support es is reasonably necessary to enable Americable, Inc to carry out its duties and responsiblities enumerated in this Section 9. 9.2.1j Americable,inc. shall be compensated for such management of the System by payment by the Venture of a sum equal to five percent (540) of the gross revenues (as defined in the Management Agreement) of the System, to be computed annually based on the reported revenues for each fiscal year of the Venture. 9.3 The Venturers agree that with respect to pay and ether programming services which the Venture may elect to utilize in connection with the operation of the system, MTI, or it's affilites, shall have the right, if it is able to,do so, to supply such programming to the Venture providing only thcrt W the services are substantially the same as provided by MTI or it's affiliates to any third party, and (ii) the price charged to the Venture for such gooris or services does not exceed the price for which the Venture can obtain -Such programming on an arm's-length basis directly from the Vendors to ;►MITI. Marketing of pay services shall be made with priorities which are satisfactor. y to MT I. 10. Organizational and Operating Expenses. Organizational and operating expenses shall be borne and paid for by the Venture as providLnd in Sections 4 and 5 of this Agreement and shall not be charged to the respective Venturers. Those expenses to be charged to the Venture shall include (wittinout limitation) the following. � Page 5 of 1 4 A, 10.1 All off -site expenses and costs incurred through third parties in the construction of the System. 10.2 The cost of supplies, material and equipment required by the Venture. _ 10.3 Reasonable Iegol and auditing expenses as may be incurred from time to time. 10.4 Such other expenses as the Venture may incur as contemplated by this Agreement, or as may hereafter be agreed upon by the Management Committee, including, but not limited to, those expenses incurred pursuant to Sections 9.1. 11. BorrovAna. Except for the financing contemplated in section 6 herein, the Venture shall not, nor shall any Venturer on behalf of the Venture, directly or indirectly, (i) borrow money or become obligated upon or liable for any monies borrowed; nor (ii) assume, guarantee or act as surety for any obligation or liability (whether for borrowed money or otherwise) of any other person, firm or corporation; without obtaining in each cese the prior written consent of both of the Venturers. t: 12. Contracts. Every contract and agreement obligating the Joint Venture or to which the Venture may become a party (including any and all contracts for the construction of the System, and any and all leases of all or any port thereof) in excess of $100,000 shall be in writing and shall be executed by one of each Venturer's Management Committee representatives. 13. Conflict of Interest. 13,1 Except with the wri tten approval of both Venturers, the Venture shall not employ, contract with, purchase from, deal with or pay any compensation or any other remuneration, however termed, to either Venturer, or any officer, employee, or representative of either Venturer, or any person, firm or corporation in which either Venturer or any officer, employee, or representative of either Venturer is directly or indirectly interested, connected or related. Notwithstanding the generality of the foregoing sentence, the Venturers agree that with respect to any materials, equipment, or other services which the Joint Venture may elect to utilize in connection with the engineering, construction or operation of the system, Americable or its affiliates shall have the right, if it is able to do so , to supply such goods and services to the Venture providing only that (i) the services are substantially the some as provided by Americable or its affiliates to any third party, and (ii) the price charged to the Venture for such goods or services does not exceed the price for which the Venture can obtain such goods or services on an arms -length basis directly from the vendors to Americable. 13.2 The activities of the Joint Venture created herein are expressly limited to the project outlined in the preambles of this Agreement, and to activities related to the CAN market represented by the City of Miami, all other relationships between the Venture and either MTI or Americable or their respective stockholders, affiliates, or subsidiaries, shall be on a fully competi- tive, fair market basis. A 14. Banking and Disbursement of Funds. All funds of the Venture shall be deposited in its name in accounts in such banks in Miami as shall be selected by Americable, Inc. as the Manager of the: Venturer. All checks, drafts and withdrawals therefrom shall be made -in the manner and under terms established by the Manager subject to the review of the Management Committee. 15. Books and Records; Audits. The Venture shall keep and maintain a complete and accurate modern system of records and accounts, reflecting all transactions of the Venture. Separate accounts shall be kept for each Venturer to record Copital contributions, Advances, accrued interest, undistributed profits and losses and distributions. The records and accounts of the Venture shall be maintained and kept at the offices of Americable, Inc. and each Venturer shall hove the unrestricted right, personally or by authorized agent, to inspect the records and accounts of the Venture and to make extracts or copies of the some. • 16. Ddsignated Representatives. In order to facilitate the operations of the Venture, the Venturers shall, from time to time, each designate in accor- dance with the provisions of Section a hereof one or more agents or representa- tives to represent them in connection with the affairs of the Venture, and upon the Management Committee. Such designees shall have the cull-ority to execute all instruments for and on behalf of their respective principals, 16.1' Until further notice, John C. Malone- %and Paul Alden (individually and not jointly), are designated such representatives of MTI. Page 7 of 14 %� r 16.2 Until further notice, Charles Hermanowski and Joel Ehrenkranz (individually and not jointly), are designated such represent itives of Americable. 17. Distribution of Available Funds. All funds (herein called "Available Funds") of the Venture, from whatever source derived, not reasonably required for the purposes of the Venturer, shall be applied and distributed from time to time as follows in the following order, and the provisions of this Section 18 shall govern all distributions on account of advances, interest, return of Initial Capital, Development Capital•, and disbursement — of profits and losses: 17.1 To the payment of funds loaned and accrued interest on all sums"advanced by third party lenders, as con- templated in Section 6. 17.2 To the payment of advances made by the Venturers as loans for Development Capital, and as loans to cover shortfalls in Development Capital, in accordance with Section 4.3 and 5. Any Available Funds remaining after application and distribution, as aforesaid, shall be distributed _ equally to the Venturers, without preference one over the other. 18.1 Right of First Refusal 18. 1. 1 Option to Purchase. If, at any time after six years from the date a valid License Agreement is entered into by the City and the Venture, either Venturer (herein "Offeror") desires to transfer its Joint Venture interest, pursuant to a bona fide written offer from a prospecti.-_ve unaffiliated third party purchaser, he shall first offer such interest for sale in writing to the other Venturer (herein "Offeree") at the price and upon the terms set forth in such written offer; provided, however, that the Offeree shall not be required to match any offer the consideration for which is not practicably obtainable except by the prospective purchaser-z such as specific land or shares or securities of a close Page 8 of 14 P� corporation or an interest in a partnership, and if any consideration is not so practicably obtainable, the Offeror shall not be permitted to sell his interest to the prospective purchaser upon the terms contained in the written offer. 18.1.2 bankruptcy. Upon the bankruptcy, or any proceeding in the nature of bankruptcy under the Bankruptcy Act of the United States, of either Venturer, the interest then owned by him shall be offered (or deemed offered) for sale to the other Venturer upon the date of bankruptcy of a Venturer. 18.1.3 Exercise of Option. Within 20 days after receipt of the written offer referred to in 18.1.1 is deemed to have been made, the Venturer receiving such notice ("Offeree") shall give to the Venturer offering such interest (the "Offeror") written notice of his acceptance of such offer or his rejection of such offer. If, after the expiration of the option period brovided for in this Section, the interest offered pursuant to this Section has not been accepted by the Offeree, then the option herein granted shall be deemed void and the Offeror (a) in the case of an offer pursuant to Section 18.1.1 may transfer such interest in accordance with the terms and conditions of the bona fide written offer referred to above (but if such terms and conditions are not met such interest shall again be subject to the restrictions of this Agreement), to the person making such offer, provided that such third party purchaser shall, upon the purchase thereof, become a party to this Agreement by executing an appropriate instrument to that effect or (b) in the -case of an offer or deemed offer pursuant to Section 18.1.2 may dispose of such interest in any manner whatsoever, provided that all trans- ferees shall be bound by all of the terms of thir. Agreement, and shall eVo cute appropriate instruments to that effect. The Page 9 of 14 failure of the Of feree to accept an offer made or deemed made, writing, prior to the rejection of such offer. 18.1.4 Payment of Purchase Price. Unless otherwise mutually agreed to by the parties, payment of the purchase price: of joint Venture interest offered or deemed offered pursuant to Section 19.1.2 shall be in cash, by certified or cashier's check. upon tender of appropriate documentation, on a date to be mutually agreed upon, which date shall -be in no event be later than 30 days after delivery of the notice of acceptance of an offer made or deemed made. 19.1.5 Bankruptcy. For the purposes of this Agreemer_:---It, a Venturer shall be considered bankrupt upon the voluntary filin of a petition or other proceeding by such Venturer or upon the commencement of any such proceeding against such Venturer which proceeding remains undismissed for a period of 60 days, under j the bankruptcy laws of the United States or of any state, and th.-- date of bankruptcy, for all purposes of this Agreement, shall be deemed to be (i) the date of such filing in the case of a voluntary proceeding or (ii) the 60th day following the date of filing in the case of an involuntary proceeding. 19. Right of First Refusal for Entire Venture. At any time after six years from the date a valid license agreement is entered into by the City and the Venture, either Venturer has the right to obtain an offer to purchase the entire Venture interest of both Venturers, provided the offering outside third party is a bona fide third party having no present interest, directly or indirectly, in either Venturer, its parent, subsidiary or related companies. In the event such bona. fide written offer to purchase the entire Venture interest of both Venturers is obtained, in writing, the Venturer so obtaining the offer shall first offer the identical proposition for purchase, in writing to the other Venturer, at the price and upon the terms set forth in the written offer (based upon Page 10 of 14 fifty percent of said price). Within twenty days after receipt of the written offer referred to herein, the Venturer receiving such notice shall give to the Venturer offering such interest to the outside third party written notice of his acceptance of such offer or his rejection of such offer. If, after the j expiration of the option period provided for in this section, the interest offered pursuant to this section has not been i - Iaccepted by the other Venturer, then the option herein granted shall be deemed void, and thereupon both Venturers to this agreement shall be obligated to sell their respective interests to the outside third party upon the price and terms set forth in the written offer. It is the intent of this paragraph that either party to this Venture, after six years, in addition to the right of first refusal set forth under section 18.1 above„ i shall have the right to obtain a bid from an outside third party to purchase the entire interest of both Venturers herein, thereuplon giving the other Venturer the right to either match the offer by purchasing the offering Venturers' interest, based upon fifty percent of the offered price and terms, or in the event the other Venturer rejects such option, both parties will be required to sell their entire interests in the Venture to the outside third party offering to purchase same upon.the price and terms offered.. 20. Restrictions on Alienation. Except as provided for in Section 18 hereof and in this Section 20, no Joint Venture intere.-st of any Venturer, no participation or interest in the Joint Venture interest of any Venturer and no interest, if any, of any Venturer in any Joint Venture property, or land devoted to the purposes of the Venture, may be directly or indirectly, voluntarily or involuntarily sold, assigned, transferred, pledge di, encumbered, or otherwise alienated; and any and every such purpo =ted sale, assignment, transfer, pledge, encumbrance or other alienatiLon except as rnay 'be required by third party lenders%of the Venture, shall be null and void for any purpose whatsoever; provided, however, that the restrictions of this Section 20 shall not appl.. Page 11 of 14 to the sale, assignment, transfer or alienation by any Venturer of its Joint Venture interest to any wholly -owned subsidiary of such Venturer but such Venturer shall remain fully obligated under the terms hereof following such assignment. 21. Continuation of the Joint Venture. Any dissolution of the Venture as may result from action undertaken under Sections 19 or 20, hereof shall not constitute an election by either of the Venturers to terminate and wind up the Venture to the extent that the same may be considered as "continuing" pursuant to the rules and regulations of the Internal Revenue Code for tax purposes and the Florida Uniform Partnership Law. 22. Consents and Approvals. Whenever the consent or approval of a Venturer is required hereunder, such consent or approval shall not be unreasonably withheld or delayed. 23. Notice. Any notice required or permitted to be given under the provisions of this Joint Venture Agreement shall be in writing, delivered personally or by registered or certified moil addressed to the Venturer at the IF address hereinafter set forth opposite the name of the respective Venturers, or at such other addresses as the respective Venturers may hereafter specify in wri ting: As toMiarrii Te1e-Communications, Inc c/o TO Development Corporation '-..(;all Box 22595, Wellshire Station • Denver, Colorado 80222 Attention: President (with a copy similarly addressed and marked Attention: Legal Department) As toAmericable of Greater Miami c/o Charles t-lermanowski •, 17301 Old Cutler Rood Miami, Flarida 33517 r t 24. Indemnification. The Venturers each hereby agree to hold the other harmless from and against any and all claims or demands which may arise from actions taken by such Venturer, prior to or of ter the execution hereof with respect to their individual applications to the City, and, from and after the execution hereof from claims or demands which may arise as a result of actions taken by either Venturer which have not been unanimously approved by the Management Committee. CCT, 25. Programming of Local Orgination Channels. The Venturers agree f that MTI shall be granted, and shall retain during the term hereof unless mutually agreed by the parties, for its sole and exclusive economic benefit, the jright to provide programming and advertising, over the two local origination s channels which have been designated to provide local programming for the benefit of the City's Black and Latin communities. MTI shall be responsible for programming expenses over such channels and shall be entitled to all revenues from local advertising over such channels. 26. Land and BuIldina. The Venturers agree that the Venture shall acquire from Americable, for the benefit of and use by the Venture, the land in Micmi and the building, together with all other fixtures, thereon, which was ` previously acquired by Americable, at Americable's cost of acquisition of such property, and cost of improvements thereto and holding cost thereof, including interest. The Joint Venture shall assume and pay the purchase money note cnd mortgage obligation in accordance with its terms and said note and mcrtgage shall be considered a third party loan repayable as provided under Section 18. 27. Interconnection. Notwithstanding the provisions of Section 14 hereof, the Venturers hereby agree that Americable shall have the right, at no cost, to interconnect its CATV systems with the Venture's system in the area surrounding the area licensed to the Joint Venture by the City of Miami•. 28. Captions. All section titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the context hereof. 29. Governing Law. This Agreement shall be regarded for oil purposes as a Florida document, and the validity and construction thereof shall be determined and governed by the laws of the state of Florida nothwi thstonding that any of the parties may, at any time, be domiciled outside the State of Florida. 30. Parties Bo«id. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, legal representatives, and to the extent and under the conditions provided herein, their respective assigns. Pnrr I ; of 14 31. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall be deemed one agreement. 32. Amendment. This Agreement shall not be amended orally but only by amendment in writing executed by each Venturer. 33. Entire Agreement. This Agreement sets forth the enure agreement and understanding of the parties in respect of the transctions contemplated pursuant to this Agreemiit and supercedes all prior agreements, arrangements and understandings relating to its subject matter.. In. connection with any litigation, including appellate proceedings, arising under this Agreement, the prevailing party shall be entitled to recover reaonable attorney's fees and costs. 34. No Waiver. No waiver of any breach or default under this Agreement shall be considered valid unless in writing and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 35. Severance. In the event any section or provision of this Agreement is determined to be unlawful, such provision shall be severed from this Agreement and the remaining provisions shall be given full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, all and as of the day, month and year first above written. (CORPORATE SEAL) ATTEST: s- sttant q ret y Miami Tel e-Communications, Inc. By ohn C. Malone, Vice President America le -of Mat -Miami, Ltd 1 , l By leneral I3ar1ner I I -t r LEASED CHANNEL AGPF-LrvILNT FOR LOCAL ORIGINATION PROGRAMMING SERVING A SEG14ENT OF THE LOCAL C0MMUN11Y -y i' THIS AGREEMENT made and entered into, effective the day of C. Jae, 1932, by and between MIAMI CABLEVISION (h1CV) a Florida joint venture, and SABLE CABLE COMMUNICATIONS (SCC), a Florida corporation, W I T N E S S E T H: WHEREAS, 1`0CV is a Florida joint venture between Miami Tele- Communications, Inc. (a Florida corporation) and Americable of Greater Miami, Ltd. (a Florida limited partnership); and WHEREAS, Miami Tele-Communications, Inc. and Americable of Greater - Miami, Ltd. are the grantees of a license (herein the "License") to construct, own and operate a cable television system in the City of tWiami, Florida (herein the "City") pursuant to Ordinance. No. 9332 (herein the "Ordinance"); and WHEREAS, pursuant to Section 304 of the Ordinance MCV is required to lease six video channels to persons other than MCV; and WHEREAS, SCC wishes to lease one of said lease channels in order to provide local origination programming of interest to the Black population of the City; and WHEREAS, pursuant to the provisions of Section 40.1, MCV is required to provide local origination programming; and WHEREAS, MCV is desirous of having SCC provide such local origination programming of interest to the Black population of the City as required by the Ordinance to be provided; and 4 I UK obllg"Gun, Ah_' V 1'.'1'•Ilr It, lerl,l' urlr' UI "illd v1d.•ii upwl Ulu lollo"my le►•III_, and WILIi WIS; NOW, TIIEIAL ORL, for and in consideration of UIU rllUturll convenanls, agreements and uncler•takings of the parties hereto, and for Other good and , valuable consideralion, iow agrees to make available to SCC access to one � video channel on its cable system for peHQds of time to be designated by MCV as required by SCC, for the purpose of providing local origination programming, which channel is to be designated by r4CV. Such IOCaI origination programming provided by SCC shall be primarily for- the bent.►it of the Black populi,lien of the City. i he access to such Video channel shall be upon the following terms, conditions, agreements and convenants, to "At: 1. Duties and Resrxonsibilities of SCC. Durincl the term of this Lease and any extension here;; as provided for below, SCC shall have tine follor:ing duties and rmsponsibi,ilic::.: (a) On the channel designated- by NICV for access by SCC, SCC will provide community programming that reflects the social, econo►l'ic and cultural experiences and perspectives of the Black population IJi the Cily, *.Which pr•ograrmrrling shill Iocus on the needs and inlcr•esl�, of the L'I,rcl: community in such manner as irWOs the rcquirc'rment:; Of the (.:it,' under the Ordinance. (b) , P►•ior• to commencing prayr,ln►IlNg, `_ILL: •, •ill anuerlain Black. conlrnunity needs lu►• local origirlalion pr oclrrluullincl, the a_.c er t.linrr,l'lll 01 IN'hich shall involve' curlllllllrlily portic:ip lliun. i lle p.l►•lies ll;rrl .Iri iniri,li survey has been accormplished !or this purpose. SCC v.ill, from limit to time, -2- y A! make such fUrther or Other forms of determinatio;i of comMunity need as are required under the Ordinance, and will submit written reports of same to NICV not less often than annually. (c) SCC will, at its cost, hire its own staff with specfic respon- + sibilit�' for development and production of local programs responsive to the , needs of the Black community; and Will undertake training programs for said staff in accordance with the provisions of Section 403 of the Ordinance. (d) SCC will develop and implement an ongoing job skills and training program designed to train and employ members of the Black com- munity in the research, production, transmission and decision -making aspects of local Black community programming in a manner as to satisfy requirements imposed upon 1ACV under the terms of the Ordinance. (e) SCC shall cable cast a minimum of four hours of Iocal� origina- tion programming daily, which such programming commencing within ninety' (90) days after studio facilities are made available to SCC. All of the above shall be carried opt b�, SCC in a professional manner and as is necessary to meet the minimum quality standards mandated by the requirements of the federal Communications Commission ("FCC") and the City, Ordinance. In the event the City should notify NICV that such programming does not satisfy requirements of the Ordinance, it shall immediately notify, SCC thereof and SCC shall immediately make such changes as required to satisfy such requirements. 2. Duties and Responsibilities of NICV. WICV shall have the following responsibilities during the terra of this Lease: -3- i i 3 (�r) 'io make available to SC( can nori-e>.clu5ive- birsi-,, studio and mobile facilities �,uiti,ble for local or•19in11001) PI'Ogr,Jnuning, r;hich shall ter available on a basis of equal priority with other local origination programrers and local origination programming done directly by MCV. Said facilities shall + be utilized on tir;;e schedule, production hours and formats established by MCV in consultation with SCC and other local origination programmers with -a view to the best and most effective local origination programming possible, and will be available on a 24-hour basis. (b) To make available to SCC at NICV's cost, on a video channel, the specialized cable satellite network distributing Black -oriented programming, "Black Entertainment Television" (BET); provided, however, no programming aired from BET shall be a substitute for- SCC's required minimum four hours daily of locally produced programming, as required un;Jer• subparagraph 1(e). BET programming may be utilized by SCC only under- and pursuant to all requirements of the BET affiliation agreement with MCV. 3. Title to Facilities. It is understood and agreed that SCC's lease is a right to use one video channel and MCV's equipment; and that it affords SCC no legal or equitable claim to studio facilities, broadcasting equipment, electronic field production equipment nor to electronic news gathering mobile facilities, nor any other facilities, equipment. or properly utilized in the local origination programming contemplated hereunder, and owned by MCV. 4. Regulatory Standards. (a) SCC agrees to be solely responsible for program content, exclusive of BE'l programming, and to utilize the channel tine in strict accordance with applicable FCC and City requirements, including but not -4- 4 r lot limited to the applicable cablecasting r•r:•yulations of the FCC as no%% in effect or as hereafter amended, and any and all operating rules promulgated b� MCV and any amendments thereto, provided that such rules ar•e conveyed in writing to SCC by MCV. + (b) SCC shall not transmit or permit to be transmitted any r promotional announcement or information concerning any lottery, gift enter- prise, or similar scheme, offering prizes dependent in whole or in part upon lot or• chance, or any list or prizes drawn or awarded by means of any such lottery, gift enterprise, or scheme whether the list contains any or all of the prizes. (c) In the administration of its local original programming, SCC will afford reasonable opportunity for• the discussion of conflicting views of issues of public importance. If and when, during an origination on SCC's programming, an attack is made upon the honesty, character, integrity or like personal qualities of an indentified person or group, SCC will, within a reasonable time and in no event later than - one week after the attack, transmit to the person or group attacked: (1) notification of the date, time, and identification of the cablecast; (2) a script or tape (or accurate summary if neither is available) of the attack; and (3) an offer• of a reasonable oppor- tunity to respond. These requirements shall not be applicable to attacks on foreign groups or public figures; personal attacks made by legally qualified candidates, their spokesman, or those associated with them in the campaign, on the opposing candidate, their spokesmen or associates; and attacks �I occur►•ing on bona fide newscasts, interviews, or on -the -spot coverage; but these exceptions shall not extend to editorials permitted by SCC. If SCC editorally endorses or opposes a legally qualified candidate, it shall follow the -5- 1 2 *1t i I . same notification and offer procedUre of the editorial, e\cept if the editorial occurs within 72 hour's of election dory, extraordinary me'lsures shall be used to assure that the affected candidate or candidates have a reasonable opportunity to prepare a response and present it in a timely fashion. ' (d) SCC shall give MCV at least one week's prior written notice of its full programming schedule, including both general program content and times scheduled. h1CV shall have the right to assume continuation of the last such schedule received, as to succeeding weeks, unless a new schedule is received by MCV pursuant hereto. 5. Channel Allocation. (a) It is understood and agreed that nothing contained herein or elsewhere shall be construed as a grant to SCC of an exclusive right 1.9 any particular channel, nor to any rights or priorities for further access to R1CV's system, on any channel, beyond the term of this Lease. While it is contem- plated that the channel designation assigned to SCC by MCV shall reamin the same throughout the term of this Lease, MCV nevertheless expressly reserves the right, in MCV's sole discretion, at any time to require SCC to use a. different channel from that which SCC may be using at any time during the term hereof. (b) Should the extent of SCC's programming needs exceed the available activated capacity of MCV's regular access channel facilities, as to which [ACV may be obligated to provide public leased and access to others on a first -come, first -served, nondiscriminatory basis, MCV may preempt or limit the hours of SCC's programming or alternatively, at SCC's option, and subject to MCV's overall channel capacity, require SCC to provide suitable modulating -6- V A equipment to insert SCC's signal into a theretofore' unused channel of CAI L' syste►n. kiodulating equipment so provided by SCC shall remain SCC's property, but shall be under MCV's sole control during the term hereof. (c) This Lease shall in no manner restrict or limit any rights or MCV, including, without limitation: (a) to utilize any of the channels of its CATV system for the transmission of any material; (b) to enter into agreements for the use of its channels by others; or (c) to make use of the channel utilized by SCC during the time when such channel is not being programmed by SCC. (d) SCC further agrees to pay N1CV any excise, sales or privilege tax now or hereafter imposed or levied by any government or gover•nmantal agency upon MCV on account of this lease or any payments payable here- under. y 6. Term of this Contract. The term of this Lease shall be for a period of five (5) years, commencing with the date hereof, with .an option to renew upon nrutuall�' agreed upon terms of two successive 5-year periods, provided that (i) SCC is not in default under any of the terms, convenants, conditions and provisions herein, and has performed to the satisfaction of the City and MCV with regard to the quality of production and programming; and (ii) SCC gives MCV at least sixty (60) days prior written notice of its intent to exercise the option. MCV 'shall annually review the performance of SCC, and if it finds that SCC is not meeting the needs of the BIC-ick Conurrunity may cancel this Lease. Notwithstanding anything herein to the contrary, under no Circurrr- stances shall the term of this Lease, together with any renewal periods, be for a period longer than the term of the License granted to by the Ordinance. -7- i i lot It is the intent of this Lease Thal when the License terininates, this Lease shall also terminate. 7. Advertising RevenUe.s and Lease Pavrnents. (a) In consideration of MCV's assistance to SCC and as payment # , for the channel time leased hereunder, SCC shall remit to MCV within 10 days , of the end of each month all revenues received by SCC for advertising sponsorship of its local origination Black programming, exclusing BET programming, and MCV shall, within 10 days of receipt reimburse, in cash, to SCC 850 of all advertising revenues received. Until such time as advertising revenues exceed $100,000 per annum, all revenues reimbursed to SCC shall be for the credit of a separate SCC payroll account. (b) SCC shall provide to MCV, on a monthly basis, a statement of all advertising revenues and an updated list of all advertising subscribers of SCC's programming including full names, addresses and telephone numbers. (c) SCC shall include in its quarterly and annual financial state- ments delivered to MCV, as required under, Section 7 below, a full report showing all advertising revenues received by SCC during the applicable accounting period. 8. [Vlainterrarrce of Books and Records. (a) SCC shall maintain complete and accurate books and records of its financial affairs, which books and records shall be kept in accordance with generally accepted accounting principles consistently applied and shall be available to MCV at SCC's office during normal business hours. SCC will, within 90 days of the close of the fiscal year furnish rAC-V with copies of its annual certified financial statements and within 45 days of the close of the first three fiscal quarters provide unaudited quarterly reports of operations. 10 C C (c) SCC shell furnish I.iC11,1 %•,ith "certified copies of its Amities of Incorporation and By -Laws, and and arnendrnents thereto. SCC shell also furnish to NICV, on an annual basis, the names and addresses of all directors, officers and shareholders of SCC. 9. Prohibition Against Assignment. This Lease -may not be transfered, assigned or sublet, in any manner, by SCC, whether by transfer of assets or transfer of a majority or the issued and outstanding shares of stock of SCC without the prior written consent of MCV. Further, the parties ackno%,.-ledge that MCV is relying on the fact that George Greene will be President and Chairman of the Board of SCC and will control the employment of the Chief Operating Officer. Any transfer of stock by George Greene to other- than those members of his immediate j family (spouse, mother, father, daughter , son, brother-), resulting in George Greene or his immediate family owning and controlling less than fifty-one (51) percent of the issued and outstanding shares of SCC without prior written consent of MCV, will be deemed a "transfer" prohibited by this section, and shall constitute cause for immediate cessation of any rights under this Lease. 10. Liability for Damages' Indemnification; Insurance. (a) SCC shall save MCV harmless from arty and all liability, loss, cost, damage, attorneys' fees, costs and expense or- other injury or claim of injury (includi'h'g reasonable expenses of defending claims or litigation) arising as a result of any claims which may be made by any governmental body or' agency or, any person or persons, including, but nut limited to SCC, SCC's agents and employees, in connection with, but not limited by any of the following: M '"t 0 112 l') lailure Of SCC to con -Ply k•;ilh erny of the of this (t) any and all cairns for libel, slander, bodily injury and property damagL arising from or in connection with the production and transmission of program material for use of the channel by SCC; t (3) any and all claims for infringerncnt of common law or statutory copyright; unauthorized use of any trademark, trade name, or service mark; invasion of privacy; breach of contractual or other obligations or othem-Jse arising from the production and transmission of program material or use of the channel by SCC; (4) any and all losses or other injury or claitii of such, regardless of whether the proximate cause of which is action taken against MCV by the FCC dr, :any other federal, state or local governmental body or agency arising out of or in connection with the conduct of SCC in connection with its use of the channel; (5) any other claim in law or equity (without limitation by the above) arising directly or indirectly from the use of the channel by SCC. (b) SCC, at SCC's sole expense, shall obtain and keep in force, throughout the term hereof, with a reputable insurance comptrny approved by MCV and authorized to do business in the State of Florida, a policy of insurance, insuring against all of the perils, hazards, and negligent or willful conduct refe-rj,ed to in Paragraph 9(a)(2) above in which the limits of coverage for all perils mentioned shall not be less than $1,000,000 per occur•ance and $500,000 per person per occurance. In addition to SCC, such insurance policy or form of' indemnity shall also name NICV as an additional insured. SCC shall also deliver to IACV a certificate or other evidence of the _10- • maintenance of the afore-�aicl insurance coveracle. Said policy sh=Jll contain a clause provided that said 'nsurance shall not be cancelled eXCept upon the delivery of' thirty (30) days prior, written notice to N1CV. (c) While it is MCV's intent to operate its CATV system within + generally acceptable technical standards, and on a 24-Dour basis, it is ' expressly understood that MCV is not responsible to SCC for signal quality nor for outages of whatever duration and howsoever caused; but an outage on the system affecting more than 509, of the subscribers for a period of 24 consecutive hours or more during any such period when SCC's programming was scheduled, shall be cause for reimbur•s;nent to SCC on a pro rata basis, of the fee paid to NICV pursuant to Paragraph G hereof. (d) Pv1CV'sr.performance hereunder shall be excused by any pre- vention, delay or stoppage due to strikes, lockouts, picketing, boycotts, inability to obtain labor- or materials or reasonable substitutes therefor, governmental restrictions, regulations or controls, enemy or hostile govern- mental action, civil commotion, fire, acts 'of God, flood, earthquake, tornado, hurricane, unreasonable weather, transportation lacks, energy shortages (subject to the degree referred to in the preceding paragraph hereof) or other causes or occurences beyond fACV's control. 11. Default and Termination (a). In the event of any breach hereof by SCC which shall not have been cured within five (5) days after receiving notice specifying such breach (or if such breach is not for, the payment of money and SCC shall not within ten (10) drys after receiving notice of such breach, have commenced and be diligently proceeding to cure said breach); then MCV lawfully may immediately, or at any time thereafter, terminate this Lease. -11- {b) If ibis Lease is terminirted under• any of its provisions, all rights of SCC sh,rll he Iorleiled, and SCC shall have no claims against (,.1CV for• loss or other• injury resulting fr-OM suclr termination. other: (c) MCV or SCC may terminate this Lease without liability to the IF (1) if termination is required by a final Order• of any Court or governmental body or agency having jurisdiction; or• (2) If NICV becomes precluded from serving subscribers by reason of a terminated or expired franchise, or any other law, rules, regulation, authorization or document, inclrlding contracts, necessary for the operation of the CATV system. (d) Notwithstanding anything herein to the contr•ar•y, the pro- f: ' , visions of Paragraph 9 herein shall survive the ter•min Zion of this Lease, and remain in full force and effect until the end of the period of potential liability specified by any and all applicable statutes of limitation. 12. No Waiver. The failure of MCV in one or more instances to insist upon strict performance or observance of one or more of the convenants or conditions of this Lease, or to exercise any remedy, privilege or option herein conferred, shall not operate or, be construed as a relinquishment or waiver of that or - any other covenant, condition or obligation, or of the right to enforce the same or to exercise such privilege or remedy, but the same shall be deemed to continue in full force and effect. 13. Notices. Whenever notice is required to be given hereunder, it is agreed that written notice mailed or, delivered to SCC or• MCV, at the addresses -12- listed bclo�N , shell con,titue sul f icienl notice. Until otherwise notil ied rr writing of a change of address, the lollu��ing E-we the addreves of the parties for the purposes of notice: As to MCV: r c/o AMERICAT31-E ASSOCIATES OF GREATER MIAMI Attention: Mr. Charles C. Hermanowski 20800 S. W. 167 Avenue ' P . 0. Box 859 Miami, FL 33187 with copy to: Mr. Paul Alden MIAMI TELE-COMMUNICATIONS, INC. 5455 S. Valentia Way Englewood,- ;CO 80110 with additional copies to: John Draper, Esquire TELECOMMUNICATIONS, INC. Call Box 22595, Welishire Station, Denver, CO 80222 Kenneth M. Myers, Esquire One Southeast Third Avenue 301h Floor Miami, FL 33131 As to SGC : SABLE CABLE COMMUNICATIONS, INC. c/o Mr. George N. Greene 7630 Biscayne Boulevard Miami, FL 33138 -13- AG1a r IPJ 1':I i NE.SS 1VIILiL _)I the p,irlies lit -we hereuritr) bQt their hrinds thi'., day of July, 1` 6i] fti'IIAMI CABLEVISION By• L -14- SABLE CABLE CUM1,4t1NICATIONS, INC. BY: George Greene, President ATTEST: By: Secretary ti . �JIAMI TADE CHAMBER OF COMMERCE 6255 NORTHWEST 7th AVENUE MIAM1, FLORIDA 33150 TELEPHONE: (305) 751-sli4s "7HEflHANIBER II,ORKS IOR '1,OU' 757-:34.5)9 July 20, 1982 Howard V. Gary, City Manager Commissioner J. L. Plummer, Jr. Commissioner Joe Carollo Commissioner Miller J. Dawkins Commissioner Demetrio Perez City of Miami 3500 Pan American Drive Miami, Florida 33133 Re: Cable Television Dear Mr. Gary and Commissioners: The Miami -Dade Chamber of Commerce would like to go on record with the following statement: The City of Miami's Minority Procurement Ordinance should be made a part of the cable television contract. All of the Black participation teams and scopaof work that was originally a part of the bid proposals for the two (2) joint venture firms of Americable and TCI should be kept intact and all prior agreements should be made to stand. This cable contract can be the beginning foundation for economic deve- lopment in the Black community and Black participation is important. Sincerely yours, Ronald E. Frazier President REF: as ENTERTA/NAIENT by *AMERI-CABLE * your Satellite Connection 20800 S VV 167th Ave, Miami. FlOndd 33137 Marhrig Address P O Bu= 859, Mimi, Florida 33197 July 20, 1982 Phone.305,255-3770 The Honorable Howard V. Gary City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 Re: CATV Ordinance No. 9332 Section 1103 Para. "D" Dear Mr. Gary: As promised in my July 13, 1982 letter, please find enclosed the minority employment data as of June 30, 1982 from our Turnkey sub contractor's. If you or staff have any questions regarding this information kindly contact myself or William Wertz at the above. Sincerely, �,iEtz Z X-0 xl3f�����J�c Charles C. Hermanowski CCH/am enclosure cc: Mr. -Walter Pierce - Asst. to the City Mgr. Mr. Clark Merrill":: Inter Governmental Affairs Mr. Wm. Wertz Mr. Paul Alden A, MIAMI CABLEVISION (Sub -Contractors) Minority Employment Data as of June 30, 1982 Total Employees Number % to Total White 4 33 Black 4 33 Hispanic 3 25 Female 1 9 Total 12 100 Management Staff White _; 1 34 Black 1 33 Hispanic 1 33 Total 3 100 Total Minority Employment 8 67 Total Minority Management 2 66 NAME John Dusky Lazaro Albo Gregg Martinez Jorge Ortiz Rick Sullivan Gregg Holbrook Ernest Allen Bill Griffen Joe I1ughe s Mike Wallace Arthur Nelson Betty Kusky TOTALS MIAMI CABLEVISION (Sub -Contractors) BYERS COMMUNICATIONS/URBAN COMMUNICATIONS Employment Data as of June 30, 1982 POSITION MANAGEMENT WRITE BLACK HISPANIC FE,tiIALE OTHER Project Manager X X Permitting and Public Relations X x Chief Technician X x Inspbction Foreman Activation Technician X Warehouse Foreman X Lineman X Supervisor X X Lineman X Cable Foreman X X Splicer Secretary 3. 4 4 3 YitM1ifwl'mlAlidll"Y A� iP.�:... ..