1990/11/13 City Council Resolution (16)RESOLUTION NO. 90-25-3
A RESOLUTION OF THE ROHNERT PARK CITY COUNCIL
APPROVING AN FRANCHISE RENEWAL AGREEMENT
WITH M L MEDIA CABLE: TV
WHEREAS, the staff of the City of Rohnert Park together with
certain agents and representatives employed or retained by the City
have conducted extensive negotiations with M L Media Cable TV,
hereinafter referred to as M L Media, relative to a renewal of the M L
Media franchise in Rohnert Park; and
WHEREAS, the negotiations have resulted in a Staged Term
Agreement which contains several proposals regarding operation of the
cable system in Rohnert Park.; and
WHEREAS, the Rohnert Park City Council has accepted the Staged
Term Agreement and the terms and conditions contained therein.
NOW THEREFORE, BE IT HEREBY RESOLVED by the Rohnert. Park City
Council that it does approve the Staged Term Agreement under the terms
and conditions and in the form shown on the attached Exhibit "A" and
it does further hereby authorize the City Manager of the City of
Rohnert Park to execute the agreement designated Exhibit "A" for and
on behalf of the City of Rohnert Park.
DULY AND REGULARLY ADOPTED by the Rohnert Park City Council this
13th day of November _., 19 9 0 .
CITY OF ROHNERT PARK
CITY
-RONNE
Mayor
ATTEST:
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ABSEW
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AGREEMENT
AN AGREEMENT RENEWING A NON- EXCLUSIVE
FRANCHISE HELD BY ML MEDIA PARTNERS L.P. TO
OPERATE A CABLE TELEVISION SYSTEM IN
THE CITY OF ROHNERT PARK AND SETTING
FORTH CONDITIONS ACCOMPANYING THE
RENEWAL OF THE FRANCHISE.
TABLE OF CONTENTS
Section Title Page
1.
RENEWAL OF FRANCHISE . . . . . . . . . . .
2
1.1
Grant. . . . . .
1.2
Right to Grantor to Issue and
Renew Franchise . . . . . . . . . . . . .
2
1.3
Representation by Counsel. . . . . . . .
2
1.4
Effective Date of Renewal. . . . . .
2
1.5
Duration . . . . . . . . . . . . . . . .
3
1.6
Franchise Not Exclusive. . . . . . .
3
1.7
Conflict with Cable Ordinance. . . .
3
1.8
Definitions. . . . . . . . . . . . .
4
2.
GENERAL REQUIREMENTS , , , , , , , , , , , , ,
5
2.1
Governing Requirements . . . . . . . . .
5
2.2
Franchise and Service Areas. . .
5
2.3
Franchise Fee. . . . . . . . . .
6
2.4
Recovery of Processing Costs . . . .
6
2.5
Payment to Grantor . . . . . . . . .
7
2.6
Insurance and Indemni'.fication. . .
7
2.7
Obtain Insurance Before Reconstruction
Work . . . . . . . . . . . . .
12
2.8
Subcontractor's Compensation Insurance .
13
2.9
Security Fund. . . . . . . . . . . .
14
2.10
Procedure for Remedying Franchise
Violations . . . . . . . . . .
15
2.11
Transfer of Ownership or Control . . . .
16
3.
SYSTEM UPGRADING . . . . . . . .
19
3.1
System Upgrade or Rebuild. .
19
3.2
Institutional Network: Capacity
21
3.3
Interconnection. . . . . .
21
3.4
Emergency Alert Capability . . . . . . ,
21
3.5
Standby Power. . . . .
22
3,6
Parental Control Lock. . .
22
3.7
Status Monitoring. . . . . . . .
22
3.8
Technical Standards. . . . .
22
3.9
Right of Inspection. . . . . . . . . . .
23
4.
SERVICES . . . . . . . . .
24
4.1
Services and Programming . . . , . . , ,
24
4.2
Rate - Regulated Universal Cable
Service Package, , , , , , , , , , , , ,
24
5.
SUPPORT FOR LOCAL CABLE USAGE
26
5.1
PEG Access Operating Costs .
26
5.2
Grantee Support for Public Cable
System Usage . . . . . . . . . . . . . .
26
5.3
Compliance with Federal Law. . . . . . .
28
TABLE OF CONTENTS
Section Title Page
6. REGULATION . . . . . 29
6.1 Franchise Regulation . . . . 29
6.2 Force Majeure. . . . • • . • 29
6.3 Hold Harmless . . . . . . . . . . . . . . 29
Exhibits
A.
OWNERSHIP STRUCTURE
B.
GRANTEE'S TARGET TECHNICAL SPECIFICATIONS
C.
GRANTEE COMMITMENT TO PEG ACCESS
FACILITIES AND EQUIPMENT
1. Governmental and Educational Access Channel
2. Operation of Studio Facilities and Access
Assistance
3. Line Extension and Return Capability for New Civic
Center
4. Provision of Production Cameras and Equipment
5. Access Operations
6. Title to PEG equipment
D.
SERVICE TO PUBLIC BUILDINGS
1. Public Buildings
2. School Buildings
E.
INSURANCE FORMS
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A G R E E M E N T
THIS
AGREEMENT,
made and entered into
this 13`1, day of
00,��
f 1990, at
Rohnert Park, California,
by and between the
City of Rohnert Park,
a municipal corporation
of the State of
California
( "Grantor ")
and ML Media Partners, L.P.
dba ML Media Cable
TV, a State
of Delaware
limited partnership ( "Grantee ").
W I T N E S S E T H
WHEREAS, the City of Rohnert Park, pursuant to Ordinance No. 486,
is authorized to grant and renew one or more non - exclusive, revocable
franchises to operate, construct, maintain and reconstruct a cable
television system within the City; and
WHEREAS, the City, after due evaluation of the Grantee, has
determined that it is in the best interest of the Grantor and its
residents to renew its franchise with ML Media Partners, L.P.;
NOW, THEREFORE, the City (hereinafter also known as the
"Grantor ") hereby grants to ML Media Partners, L.P. (hereinafter also
known as the "Grantee ") a renewal of its cable television franchise in
accordance with the provisions of Ordinance No. 486 and this
Agreement.
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1. RENEWAL OF FRANCHISE
1.1 Grant. The cable television franchise granted on February
14, 1968, to Storer Cable TV, Inc., and now held by ML Media Partners,
L.P., a corporation with ownership as indicated in Exhibit A, is
hereby renewed, subject to the terms and conditions of this Agreement.
The renewal extends the franchise, authority, right and privilege, to
construct, reconstruct, operate and maintain a cable television system
within the streets and public ways in the City of Rohnert Park.
1.2 Riqht to Grantor to Issue and Renew Franchise. Grantee
acknowledges and accepts the right of Grantor to issue and /or renew a
franchise and Grantee agrees it shall not now or at any time hereafter
challenge any lawful exercise of this right in any way or in any
local, State or Federal court. This is not, however, a waiver of any
constitutional or legal right or privilege on the part of the Grantee.
1.3 Representation by Counsel. Both Grantor and Grantee were
represented by legal counsel during negotiation of this Agreement.
Full disclosure of the respective legal rights or privileges of the
Grantor and the Grantee occurred.
1.4 Effective Date of Renewal. The renewal shall be effective
, 1990, contingent upon the filing by Grantee with
the City Clerk, of this executed Franchise Agreement and the required
securities and insurance certificates. If the filing of the executed
Franchise Agreement, securities or any such insurance certificate does
not occur within thirty (30) days after the effective date of the
resolution approving this renewal and any extension of time hereunder,
the Grantor may declare this renewal null ,and void.
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1.5 Duration. The term of the renewal shall be six (6) years
from the effective date hereof, subject to an extension of six (6)
additional years as provided in Section 3.1 herein and subject to an
extension of three (3) additional years as provided in Section 4.2
herein, at which time it shall expire and be of no force and effect
unless renewed. Renewal shall be in accordance with applicable law.
1.6 Franchise Not Exclusive. This franchise shall not be
construed as any limitation upon the right of Grantor, through its
proper offices, and in accordance with applicable law, to grant to
other persons or corporations rights, privileges or authority similar
to or different from the rights, privileges and authority herein set
forth, in the same or other streets and public ways or public places
or other places the Grantee is entitled to occupy by franchise, permit
or otherwise, provided, however, that such additional grants shall not
operate to materially modify, threaten, revoke or terminate any rights
granted to Grantee herein.
1.7 Cable Ordinance. Each and every applicable provision of
Ordinance No. 486 of the City of Rohnert Park is hereby, by reference,
made a part of this Agreement. In the event of any conflict between
the provisions or meanings of the terms of this Agreement and
Ordinance No. 486, the latter shall prevail provided, however, that if
said conflict arises out of a contradiction of like provisions or
terms in both documents, the Grantor shall consider appropriate
amendments to Ordinance No. 486 which may be amended to contain the
provision or terms exactly as written in this Franchise Agreement.
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Should Ordinance No. 486 be amended, revised, superseded or otherwise
changed after the effective date hereof in such a way as would
materially affect the terms and provisions of this Agreement, said
Amendment shall require prior review and approval by Grantee, provided
that the parties to this Agreement shall negotiate in good faith.
1.8 Definitions. The definitions contained in Ordinance No. 486
are incorporated herein as if fully set forth.
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2. GENERAL REQUIREMENTS
2.1 Governing Requirements. Grantee shall comply with all
lawful requirements of this Agreement, Ordinance No. 486 and
applicable State and Federal law.
2.2 Franchise and Service Areas.
(a) The franchise and service areas shall be the City of
Rohnert Park as it is now constituted and may in the future be
constituted.
(b) Grantee shall provide the following or equivalent cable
service to residences within the franchise area, as a minimum:
(1) Provision of standard installation and cable service to
all existing residential parcels at non - discriminatory
installation charges and monthly rates. For the
purposes of this section, standard installation
includes the customary outdoor underground placement of
a single cable for a distance not to exceed one hundred
and fifty (150) feet from the Grantee's cable
distribution plant.
(2) Provision of cable service to multi -unit residential
structures with a single owner, mobile home parks, and
travel trailer parks at a single installation charge
and either at a monthly service rate charge to the
owner or at a non - discriminatory monthly rate charged
to individual residences.
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(3) Provision of cable service to all residences in newly
constructed residential developments both within the
Citv and in annexed areas at non - discriminatory
installation charges and monthly rates.
(4) Provision of cable service as soon as technically and
economically feasible to residences in annexed
subdivisions or areas which, on the effective date of
this Agreement, existed and were located outside the
City limits.
(c) Grantee shall provide service, upon request, to
businesses and commercial establishments, based upon a time and
materials tat cost) basis. Grantee shall also utilize the least cost
feasible method consistent with good engineering practice.
2.3 Franchise Fee. The Grantee shall pay to the Grantor an
annual franchise tee of five percent (5` =0) of Gross Annual Receipts
received by Grantee from operation of the cable system in the City of
Rohnert Park. The fee shall be payable monthly and adjustable
quarterly, no later than thirty (30) days after the end of the
preceding quarter. The Grantee may request and the Grantor may
approve changes in the payment schedule.
2.4 Recovery of Processing Costs.
(a) As provided for in Ordinance No. 486, Grantee, within
sixty (60) days after receipt from Grantor of a written itemization,
shall reimburse Grantor for its reasonable out -of- pocket costs
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incurred during the franchise renewal process, not to exceed fifteen
thousand dollars ($15,000).
(b) As necessary to aid in the analysis and resolution of
any future disputed matters relative to the franchise, the Grantor and
the Grantee, by mutual agreement (both as to whether to hire and whom
to hire), may employ the services of technical, financial or legal
consultants, in lieu of formal arbitration. All reasonable fees of
the consultants incurred by the Grantor and /or the Grantee in this
regard shall be borne by the party that loses the dispute, in the
judgment of the employed consultant(s).
2.5 Payment to Grantor. No acceptance of any payment shall be
construed as an accord that the amount is in fact the correct amount,
nor shall such acceptance of payment be construed as a release of any
claim the Grantor may have for further or additional sums payable
under the provisions of this Agreement. All amounts paid shall be
subject to the independent audit authorized by Ordinance No. 486. If,
after audit, such computation indicates a franchise fee underpayment
of more than two percent (2 %), Grantee shall reimburse Grantor for all
reasonable out -of- pocket costs related to said audit and
recomputation.
2.6 Insurance and Indemnification.
(a) Upon the effective date of this agreement the Grantee
shall at its sole expense, take out and maintain during the life of
this Agreement insurance against claims for injuries to persons or
damages to property which may arise from or in connection with the
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Grantee's operation under the terms of this Agreement. Coverage shall
be at least as broad as:
(1) Insurance Services Office form number GL 0002 (Ed.
1/73) covering Comprehensive General Liability and
Insurance Services Office form number GL 0404 covering
Broad Form Comprehensive General Liability; or
Insurance Services Office Commercial General Liability
coverage ( "occurrence" form CG 0001).
(2) Workers' Compensation insurance as required by the
Labor Code of the State of California and Employers
Liability insurance.
(b) The Grantee shall furnish to the Grantor certificates
of insurance and with original endorsements effecting coverage
required by this section. The certificates and endorsements for each
insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. The certificates and
endorsements are to be on forms provided by the Grantor consistent
with Exhibit E. Where by statute,, the Grantor's workers'
compensation- related forms cannot be used, equivalent forms approved
by the Insurance Commissioner are to be substituted. All certificates
and endorsements are to be received and approved by the Grantor on the
effective date of this Agreement and annually thereafter on the
anniversary date of this Agreement. The Grantor reserves the right to
require complete, certified copies of endorsements pertaining to all
required policies, at any time.
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(c) Grantee shall maintain limits no less than:
(1) General Liability: $2,000,000 combined single limit
per occurrence for bodily injury, personal injury and
property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit
is used the general aggregate limit shall be twice the
required occurrence limit.
(2) Workers' Compensation and Employers Liability:
Workers' compensation limits as required by the Labor
Code of the State of California and employers Liability
limits of $1,000,000 per accident.
(d) Grantor reserves the right to adjust the limit coverage
requirements at intervals no more often than every four (4) years to
reflect inflation.
(e) Any deductibles or self - insured retentions must be
declared to and approved by the Grantor, such approval not to be
unreasonably withheld. At the option of the Grantor, either: the
insurer may reduce or eliminate such unapproved deductibles or self -
insured retentions as respects the Grantor, its officials and
employees; or the Grantee shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense
expenses.
(f) The policies are to contain, or be endorsed to contain,
the following provisions:
(1) General Liability
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a. The Grantor, its officials, officers, employees and
volunteers are to be covered as insureds as respects:
liability arising out of premises owned, occupied or
used by the Grantee. The coverage shall contain no
special limitations on the scope of protection afforded
to the Grantor, its officers, officials, employees or
volunteers.
b. The Grantee's insurance coverage shall be primary
insurances as respects the Grantor, its officers,
officials, employees and volunteers. Any insurance or
self - insurance maintained by the Grantor, its officers,
officials, employees and volunteers shall be in excess
of the Grantee's insurance and shall not contribute
with it.
C. Any failure to comply with reporting provisions of the
policies shall not affect coverage provided to the
City, its officers, officials, employees or volunteers.
d. Coverage shall state that the Grantee's insurance shall
apply separately to each insured against whom claim is
made or suit is brought, except with respect to the
limits of the insurer's liability.
(2) Workers' Compensation and Employers Liability Coverage:
The insurer shall agree to waive all rights of
subrogation against the City, its officers, officials,
employees and volunteers for losses which may arise
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from or in connection with the Grantee's operation
under the terms of this Agreement
(3) Each insurance policy required by this clause
shall be:
a. Endorsed to state that coverage shall not be
suspended, voided, cancelled or reduced in
coverage or in limits except after thirty (30)
days prior written notice by certified mail,
return receipt requested, has been given to the
Grantor.
b. The policy shall cover on an "occurrence" basis.
C. The policy shall cover contractual liability
subject to the standard universal exclusions of
contractual liability included in the carrier's
standard endorsement as to bodily injuries,
personal injuries and property damage.
d. Broad Form property damage liability shall be
afforded.
(g) Insurance is to be placed with insurers with a Best's
rating of no less than A:VII.
(h) Grantee agrees to, and shall, defend Grantor and its
officers, officials, employees and volunteers from any suits or
actions at law or in equity for damages caused by reason of any of the
aforesaid operations; provided as follows:
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(1) That Grantor does not,
against Grantee which
aforesaid hold harmle
acceptance by Grantor,
Grantee, of any of the
this section.
and shall not, waive any rights
it may have by reason of the
Iss agreement, because of the
or the deposit with Grantor by
insurance policies described in
(2) That the aforesaid hold harmless agreement by Grantee
shall apply to all damage; and claims for damages of
any kind suffered by reason of any of the aforesaid
operations referred to in this section, regardless of
whether or not Grantor has prepared, supplied, or
approved the plans and /or specifications for the
project, or regardless of whether or not such insurance
policies shall have been determined to be applicable to
any of such damages or claims for damages.
2.7 Obtain Insurance Before Reconstruction Work. Grantee shall
not commence any system reconstruction work or permit any
subcontractor to commence work until both shall have obtained or cause
to be obtained all insurance required under this section, and such
insurance shall have been approved by the Grantor, as to form and
amount. Said insurance shall be maintained in full force and effect
until the completion of reconstruction, and approval thereof by the
Grantor. Grantor shall inspect any system reconstruction within ten
(10) days after receipt of notice of completion by the Grantee, and
shall promptly approve or disapprove the completed work. All
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requirements herein provided shall appear either in the body of the
insurance policies or as endorsements and shall specifically bind the
insurance carrier.
2.8 Subcontractor's Compensation Insurance. Grantee shall
obtain and maintain Workers' Compensation and Employers' Liability
Insurance for all Grantee's employees, and in case any work is sublet,
Grantee shall require any subcontractor similarly to provide Workers'
Compensation and Employers' Liability Insurance for all
subcontractor's employees, all in compliance with State laws, and to
fully protect the Grantor from any and all claims arising out of
occurrences on the work. Grantee hereby indemnifies Grantor for any
damage resulting to it from failure of either Grantee or any
subcontractor to take out and maintain such insurance. Grantee shall
provide the Grantor with a certificate of insurance indicating
Workers' Compensation and Employers' Liability coverage from any
subcontractor prior to that subcontractor commencing any work on the
system.
2.9 Security Fund.
(a) Within thirty (30) days of the effective date of this
Agreement, Grantee shall establish and provide to Grantor a security
fund, as security for the faithful performance by Grantee of all
material provisions of this Agreement. The security fund shall be in
the amount of twenty five thousand dollars ($25,000) and shall either
be in the form of a corporate surety bond, an irrevocable letter of
credit, or a cash deposit established in a local bank in an interest-
- 14 -
bearing account payable to the order of Grantor as trustee for
Grantee, with all interest distributed to the Grantee.
(b) The security fund shall be maintained at the twenty
five thousand dollars ($25,000) level throughout the term of this
Agreement provided that at intervals no more often than each five (5)
years, Grantor shall have the right to require that the security fund
be increased to reflect changes in the Consumer Price Index during the
prior five (5) year period.
(c) The security fund may be assessed by Grantor for those
purposes specified in Ordinance No. 486, in accordance with the
procedures of Section 2.10 herein, with Grantee given due notice and a
reasonable opportunity to cure any material violations prior to any
assessment. The Grantor may assess up to a cumulative assessment
limit of twenty five thousand ($25,000) for all violations. Grantee
agrees that it shall not attempt, through litigation, or otherwise, to
prevent or inhibit Grantor from taking said funds. Grantee's
recourse, in the event Grantee believes any taking of security funds
is improper, shall be through legal action, after the security has
been drawn upon. If Grantor's action or taking is found to be
improper by any court or agency of competent jurisdiction, Grantee
shall be entitled to a refund of the funds plus interest and /or any
other award which such court or agency shall make.
(d) If the security fund is assessed by Grantor for an
amount exceeding the limits listed in paragraph 2.9(d) above, and
Grantee believes that such assessment is improper, Grantor and Grantee
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may mutually agree that the assessment shall be subject to binding
arbitration, in accordance with the laws of the State of California.
If no agreement on arbitration is reached, either party may pursue any
legal remedies deemed appropriate.
2.10 Procedure for Remedying Franchise Violations.
(a) In the event Grantor believes that Grantee has violated
any material provision of the franchise, Grantor shall provide Grantee
with written notice of the violation, by certified mail to the general
manager of Grantee, including all relevant details and an opportunity
to cure the violation within a reasonable period of time.
(b) Within ten (10) days after receipt of a written notice
of a violation, Grantee may request a hearing before the City Manager
or a designated hearing officer. Such hearing shall be held within
thirty (30) days of the receipt of the request therefor. Any findings
of the City Manager or the hearing officer shall be subject to appeal
to the City Council. Prior to or at such Council review, Grantee may
request a full public hearing.
(c) If the violation is reasonably curable within thirty
(30) days of receipt of Grantor's written notice, and if Grantee has
not commenced appropriate corrective action within that thirty (30)
day period, or provided a plan to correct the violation in accordance
with subsection (d) below, then the City Council may proceed to assess
damages for Grantee's individual or repeated willful violation of a
material franchise requirement of up to one hundred dollars ($100) per
day or per incident for all such violations, provided that all such
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violations of similar nature occurring at the same time shall be
deemed one incident.
(d) In the event any stated violation is not reasonably
curable within thirty (30) days, the franchise will not be terminated
or revoked or damages assessed if the Grantee has provided, within the
said thirty (30) days, a plan, satisfactory to the Grantor, to remedy
the violation and continues to demonstrate good faith in seeking to
correct said violation.
(e) In determining which remedy or remedies for Grantee's
violation are appropriate, Grantor shall take into consideration the
nature of the violation, whether the violation was chronic, the person
or persons bearing the impact of the violation, the nature of the
remedy required in order to prevent further such violations and such
other matters as the Grantor may deem appropriate.
2.11 Transfer of Ownership or Control.
(a) Any transfer of ownership or control of the cable
system and transfer of the franchise, authority, right and privilege,
to construct, reconstruct, operate and maintain a cable television
system within the streets and public ways in the City of Rohnert Park
shall be made in accord with Section 4.10 of Ordinance No. 486 and
applicable state and federal law. The Grantee shall have the
responsibility to show to the reasonable satisfaction of the Grantor
whether the proposed purchaser, transferee, or assignee is
technically, financially, and legally capable of performing the
obligations of the franchise, and in that connection shall furnish
- 17 -
information as to whether the proposed purchaser, transferee, or
assignee:
(1) Has never been convicted or been held liable for acts
involving moral turpitude including any violation of
Federal, State or local law or regulations, or is not
presently under an indictment, investigation or
complaint charging such acts.
(2) Has never had a judgement in an action for fraud,
deceit or misrepresentation.
(3) Does not have pending any legal claim, lawsuit or
administrative proceeding arising out of or involving a
cable system.
(4) Is financially solvent and possesses the financial
capability necessary to maintain and operate the cable
system for the remaining term of the franchise and
under the existing franchise terms.
(5) Is technically capable to maintain and operate the
cable system under the existing franchise terms.
(b) In the event of a proposed sale of the cable system,
the Grantor shall have the right to match the bona fide offer made by
the prospective purchaser with the same terms and conditions and
purchase the cable system.
(c) All violations of any material provision of the
franchise or Ordinance No. 486 shall be resolved prior to, or as a
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condition of the completion of a transfer of ownership or control of
the cable system.
(d) Prior to the completion of a transfer of ownership or
control of the cable system, the prospective new Grantee shall
establish and provide to Grantor a security fund as required in
Section 2.9 of this Agreement and shall obtain insurances and provide
insurance certificates as required in Sections 2.6, 2.7, and 2.8 of
this Agreement.
(e) As provided for in Ordinance No. 486, if during the
term of this renewal the Grantee initiates a request for approval
regarding the transfer of this franchise or change in control of
Grantee, within sixty (60) days after receipt from Grantor of a
written itemization, the Grantee shall reimburse Grantor for all
reasonable out -of- pocket costs incurred by the Grantor as part of
Grantor's review and processing of the transfer request in an amount
of no less than ten thousand dollars ($10,000) and not to exceed
twenty five thousand dollars ($25,000). Any such costs shall not be
charged against any franchise fee due to Grantor during the term of
the franchise.
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3. SYSTEM UPGRADING
3.1 System Upgrade or Rebuild.
(a) If Grantee, prior to the expiration of the six (6) year
renewal term, completes an upgrade or rebuild of the cable system to
provide a minimum of fifty -four (54) video channel operable capacity,
the renewal term shall be extended automaticallv for an additional six
(6) years. Grantee agrees to commence and pursue the system upgrade
or rebuild with due diligence within the foregoing six (6) year
renewal term.
(b) No sooner than four (4) years after completion of the
upgrade or rebuild as defined in 3.1(a) above, the Grantor may request
expansion of the cable system channel capacity up to a maximum of
sixty (60) video channel operable capacity. The Grantee may request
deference and relief from this request. based upon the lack of
demonstrated need and /or feasibility. If the Grantor determines after
due process that such expansion is warranted and feasible, the Grantee
shall upgrade the channel capacity as requested within two (2) years.
(c) The Grantee, prior to the expiration of the six (6)
year renewal term, may request and the Grantor may approve a specific
time extension of the initial six (6) year renewal term in order to
complete the upgrade or rebuild. The extension shall not be
unreasonably withheld provided the Grantee has proceeded with due
diligence as provided in 3.1(a) above and can demonstrate that the
Grantee has a plan for expeditious completion of the upgrade or
- 20 -
rebuild. Regardless of approval of such an extension, the total term
of the franchise shall not exceed fifteen (15) years.
(d) Within thirty (30) days of the effective date of this
Agreement, Grantee shall establish and provide to Grantor a security
fund, as security for the faithful completion by Grantee of the system
upgrade or rebuild as provided in Section 3.1 herein. The upgrade or
rebuild security fund shall be in the amount of two hundred and fifty
thousand dollars ($250,000) and shall either be in the form of a
performance bond, an irrevocable letter of credit, or a cash deposit
established in a local bank in an interest - bearing account payable to
the order of Grantor as trustee for Grantee, with all interest
distributed to the Grantee. The City Attorney shall approve the form
of the upgrade or rebuild security fund, such approval not to be
unreasonably withheld. The upgrade or rebuild security fund shall be
maintained at the two hundred and fifty thousand dollar (5250,000)
level until such time as an upgrade or rebuild of the cable system is
completed as provided in Section 3.1 herein.
(e) Grantor may assess the upgrade or rebuild security fund
in its entirety, or in such lesser amount as the City Council may
determine, if Grantee fails to complete the system upgrade or rebuild
as provided for in Section 3.1 herein. In the event Grantor believes,
ninety ( 90 ) days prior to the expiration of the six ( 6 ) year renewal
term, that Grantee will not complete the system upgrade or rebuild as
provided for in Section 3.1 herein, Grantor shall provide Grantee with
written notice of same, by certified mail to the general manager of
- 21 -
Grantee. Within ten (10) days after receipt of such a written notice,
Grantee may request a time extension as provided for in Section 3.1
herein. In the event that a time extension is granted for completion
of the system upgrade or rebuild as provided for in Section 3.1
herein, the Grantor shall not assess the upgrade or rebuild security
fund during the time extension.
3.2 Institutional Network Capacity. Grantee agrees to continue
to make available one (1) upstream channel for shared
Public /Educational /Governmental (PEG) access and institutional
communications services, as well as for interactive residential
subscriber services. Availability of this: capacity for PEG access use
shall be as required by Exhibit C. If such capacity is not being used
for shared PEG access/ institutional communication services, Grantee
may use this capacity after giving prior notice to Grantor.
3.3 Interconnection. Upon Grantor request, Grantee shall
negotiate in good faith to interconnect the cable television system
with neighboring cable systems in the future. Within six (6) months
of a Grantor request, Grantee shall report to Grantor the results of
the negotiations.
3.4 Emergency Alert Capability. Within twelve months after
approval of this franchise renewal, the Grantee shall provide the
system capability to transmit an emergency alert signal to all
participating subscribers, in the form of an emergency audio override
capability to permit but not obligate the Grantor to interrupt and
cablecast an audio message on all channels simultaneously in the event
- 22 -
of a disaster or public emergency. The Gr=antor shall designate up to
three individuals who shall act in behalf of the Grantor in exercising
the provisions of this paragraph. The Grantor shall indemnify and
hold harmless the Grantee with respect to -any use of this capability.
3.5 Standby Power. Grantee shall provide standby power
generating capacity at the cable communications system control center
and at all hubs capable of providing at least twelve (12) hours of
emergency supply. Grantee shall maintain standby power system
supplies throughout the major trunk cable networks capable of
providing emergency power within the standard limits of commercially
available power supply units.
3.6 Parental Control Lock. Grantee shall provide subscribers,
upon request and at no cost, with a parental control locking device or
digital code that permits inhibiting the video and audio portions of
premium channels.
3.7 Status Monitoring. Grantee shall provide an automatic
status monitoring system or a functional equivalent when the cable
system has been activated for two -way communications provided that
such status monitoring is technically and economically proven.
3.8 Technical Standards. The Federal Communications Commission
(FCC) Rules and Regulations, Part 76, Subpart K (Technical Standards),
shall apply, to the extent permitted by applicable law. Grantee
voluntarily agrees, however, to utilize as operational targets the
performance standards listed in Exhibit B, and voluntarily agrees that
- 23 -
these standards are sanctionless operational objectives which may be
utilized by Grantor as one measure of the Grantee's performance.
3.9 Right of Inspection. Grantor shall have the right to
inspect all construction, reconstruction or installation work
performed subject to the provisions of the franchise and
otherpertinent provisions of the law, and as part of Grantor's
obligation to protect the public health, safety and welfare of its
citizens.
- 24 -
4. SERVICES
4.1 Services and Programming. Under normal circumstances,
Grantee shall not reduce the number of program services without thirty
(30) days prior written notification to the Grantor and system
subscribers.
4.2 Rate - Regulated Universal Cable Service Package.
(a) Service Offering. Grantee shall make available within
twelve (12) months after approval of this franchise agreement and
thereafter throughout the remaining term of this renewal, among its
cable service offerings in Rohnert Park:, a cable service package
consisting of a minimum of twelve (12) video program channels carrying
local broadcast channels and the PEG access channel. This universal
service package shall be offered at a subscription rate initially set
by the Grantee at a maximum of $12.95 per month, with any rate
increases cumulatively in excess of five percent (5 %) per year to be
subject to prior notification and request to, and prior approval of
the City Council.
(b) Extension of Term. In consideration of the regulated
universal service package offered in Rohnert Park pursuant to Section
4.2(a), Grantor agrees that the duration of this renewal as otherwise
set forth above shall be extended by an additional period of three (3)
years. If the Grantor fails to complete a system upgrade or rebuild
according to the provisions of Section 3.1, then the three (3) year
extension of term in consideration for the regulated universal service
package shall not apply.
- 25 -
(c) Non - Severable Subsections. Grantor and Grantee have
each agreed to adhere to the provisions of this Section 4.2, and each
subsection thereof, as a non - severable and integral whole, and as a
voluntary accommodation, bargained for, between them and for the
community. If Grantee (or any successor Grantee under this renewal)
shall fail to abide by any provision of this Section 4.2 or initiate
any legal proceeding resulting in the final judicial invalidation of
any provision of this Section 4.2, the entire Section 4.2 and all its
subsections and terms shall be deemed invalid, severed and stricken
from this renewal.
- 26 -
5. SUPPORT FOR LOCAL CABLE USAGE
5.1 PEG Access Operating Costs.
(a) Based on the provisions of the Cable Communications
Policy Act of 1984 and future applicable law, Grantor shall determine
from time to time the funding level that it desires to make available
for PEG access operating costs, and the most appropriate entity to
manage PEG access operations.
(b) Any Grantor request, in accordance with section 5.2
below, for equipment, facilities and channels for PEG access use shall
be accompanied by an operating plan which delineates the source of the
required operating funds.
5.2 Grantee Support for Public Cable System Usage. Grantee
shall provide the following or equivalent support for public cable
usage within the franchise area, as a minimum:
(a) Provision and use of the equipment, facilities and
channels designated in Exhibit C of this Agreement for local
programming and PEG access use at no charge in accordance with the
requirements of Exhibit C.
(b) Provision, if requested by Grantor no later than twelve
(12) months of the effective date of this renewal, of a keyboard at
City Hall to permit alphanumeric text insertion capability, directly
from City Hall to a designated channel of the cable system. Upon the
effective date of the Agreement, the capability shall be provided for
the City to use Grantee's existing character generation capability at
Grantee's headend.
- 27 -
(c) Provision of free public building standard installation
and basic service to the public building locations specified in
Exhibit D. Free standard installation in newly constructed public
buildings shall be contingent upon Grantee receiving timely notice of
the new construction project, opportunity to participate in the design
of the building, and opportunity from the start of construction to
install cable and /or equipment. Upon request, Grantee shall provide
free standard cable installation to each School site, and the School
building on the School site located nearest to the Grantee's cable
distribution plant, specified in Exhibit D. When requested, Grantee
shall install cable equipment in school buildings on a time and
materials (at cost) basis utilizing the least cost, feasible method
consistent with good engineering practice.
(d) Provision of live cablecasting capability as specified
in Exhibit C.
(e) Other public buildings, including new buildings, shall
be provided with a free standard installation and free basic service,
upon request.
(f) For the purposes of this section, standard installation
includes the customary outdoor underground placement of a single cable
for a distance not to exceed one hundred and fifty (150) feet from the
Grantee's cable distribution plant and which may require trenching
through landscaping, turf, dirt, gravel or limited sections of public
streets but not extensive paved areas such as parking lots. At public
building locations specified in Exhibit D, standard installation may
- 28 -
also include the interior installation of cable to a reasonably
limited number of locations within a single building. Standard
installation to each School site specified in Exhibit D shall not
include interior installation of cable.
(g) Installations in excess of a standard installation
shall be provided based upon a time and materials (at cost) basis.
Grantee shall also utilize the least cost, feasible method consistent
with good engineering practice.
5.3 Compliance with Federal Law. In accepting this franchise,
the Grantee agrees that the commitments indicated in Section 5.2 above
are voluntarily entered into and will not be charged against any
franchise fees due the Grantor during the term of the franchise.
- 29 -
6. REGULATION
6.1 Franchise Regulation. The franchise renewed under this
Agreement shall be subject to regulation by Grantor in accordance with
Federal and State law and all of the lawful provisions of Ordinance
No. 486.
6.2 Force Ma-jeure. In the event Grantee's performance of any of
the terms, conditions, obligations or requirements of this franchise
or Ordinance No. 486 is prevented or impaired due to any cause beyond
its reasonable control or not reasonably foreseeable, such inability
to perform shall be deemed to be excused and no penalties or sanctions
shall be imposed as a result thereof, provided Grantee has notified
Grantor in writing within fifteen (15) days of its discovery of the
occurrence of such an event. Such causes beyond Grantee's reasonable
control or not reasonably foreseeable shall include, but shall not be
limited to, acts of God, civil emergencies and labor unrest or
strikes, untimely delivery of equipment, inability to obtain gratis
access to an individual's property and inability of Grantee to secure
all necessary permits to utilize utility poles or conduit so long as
Grantee utilizes due diligence to timely obtain said permits.
6.3 Hold Harmless. The Grantee on behalf of itself, its
successors and assigns, shall defend, indemnify and hold harmless the
Grantor, its officers, officials, employees, and volunteers, and each
of them, against and from any and all claims, demands, actions, suits,
liabilities and judgments of every kind and nature and regardless of
the merits of the same, arising out of or related to the
- 30 -
exercise or enjoyment of the franchise renewed pursuant to this
Agreement and to Ordinance No. 486, including costs of investigations,
attorney's fees and court costs in the defense of any actions, to the
extent that such claims or demands are found to be the result of any
error, omission, intentional act or negligent act of Grantee or any
persons employed by Grantee.
IN WITNESS WHEREOF, Grantor and Grantee have hereunto set their
respective hands and seals, the date and year first above written.
CITY OF ROHNERT PARK
A Municipal Corporation
By: ", &*I,—
Ci ager
Date: ! v'-'
Cis
ATTEST: 0f"Mt6ft1knW
City Clerk
MULTIVISION CABLE TV CORP.
By : /
John A. Motulsky
Senior- Vice President
As Agent For:
ML Media Partners, L.P.
Date:: I11t3lcib
ATTEST:
(SEAL) �,�' /� �* ( CORPORATE SEAL)
EXHIBIT A
OWNERSHIP STRUCTURE
t
ML MEDIA PARMS, L.P. .
- OMMIZATIM CHART -
1
LIMITED GENERAL
PARTNERS= PARTNER=
INDIVIDUAL MEDIA MANAGEMENT
INVESTORS PARTNERS ML MEDIA RP MEDIA
MANAGEMENT
' INC. MANAGEMENT
MEDIA MANAGEMENT
ML MEDIA PARTNERS, L.P. PARTNERS
LIMITED PARTNERSHIP I I. MARTIN POMPADUR
I CHIEF EXECTUVIE OFFICER &
CHIEF OPERATING OFFICER
EXHIBIT B
GRANTEE'S TARGET
TECHNICAL SPECIFICATIONS
B -1
GRANTEE'S TARGET
TECHNICAL SPECIFICATIONS
The Grantee shall operate its cable system at all times using the
following technical specifications as worst -case design and
performance objectives, in accordance with Section 3.9.
(1) Control headend to furthest subscriber tap:
(a) Carrier -to -noise ratio 40 db
(b) Composite triple beat 58 db
(2) The minimum RF level delivered on any video carrier at the
subscriber terminal shall be 0 dbmv.
Grantee shall test the system at least once annually to assure
that these specifications are being met, for at least six (6)
locations at the end of the system's cable path. Grantee shall
provide Grantor with a copy of the test results.
EXHIBIT C
GRANTEE COMMITMENT TO PEG ACCESS
FACILITIES AND EQUIPMENT
C -1
GRANTEE COMMITMENT TO PEG ACCESS
FACILITIES AND EQUIPMENT
1. Governmental and Educational Access Channel.
Grantee agrees to continue to make
Educational use one (1) composite video
be shared among communities served by
dedicated for the term of the franchise i
may utilize any portion of this channel
and Educational use.
No earlier than twelve (12) months
available for Government and
channel. This channel shall
Grantee's cable system and
-enewal, provided that Grantee
not scheduled for Government
after the completion of any
system upgrade, Grantor may request and Grantee shall provide a second
shared channel for Educational and Government use. Grantor may not
submit such a request unless the access channel already being utilized
is cablecasting at least one hundred (100) hours per month for six (6)
continuous months, of unduplicated video programming, and, further,
that additional contemplated Government and Educational programming
cannot effectively utilize the existing channel during the time it is
available.
C -2
2. Operation of Studio Facilities and Access Assistance.
Throughout the term of this Agreement, Grantee at its own expense
shall maintain in operation its existing production studio facilities
at the main office of Grantee's cable system (or another location
reasonable accessible to Rohnert Park citizens), and shall maintain
over time production and studio equipment and capabilities, for use
for PEG access purposes as well as for other purposes served by
Grantee for a maximum of thirty five (35) hours per week during the
normal operating hours of the Grantee. Grantee shall continue to make
available to access users its production and technical staff
assistance for a maximum of twenty (20) hours per week during normal
operating hours of the Grantee in connection with such facilities and
access usage in Rohnert Park, in service of community needs for access
programming activities and support.
3. Line Extension and Return Capability for New Civic Center.
Grantee shall extend its cable system to connect to the
contemplated new Rohnert Park Civic Center, 500 City Hall Drive, as
and when it is constructed, and shall include a return line capability
for video transmissions from the new civic center, at Grantee's
expense. Grantor shall notify Grantee within thirty (30) days of the
award of contract for applicable civic center construction. Grantor
reserves the option of designating an alternative site to which the
Grantee shall install return line capability for video transmissions
provided that the Grantee's expense shall not exceed that for
installation to the Civic Center site.
C -3
4. Provision of Production Cameras and Equipment.
Grantor may request and Grantee shall provide at its expense a
package which may include the following major studio equipment for
governmental access production /cablecasting purposes:
fixed position video cameras,
video monitors,
time base corrector,
audio mixer,
telecommunications modems, and
necessary switching equipment
The cost of the package shall not exceed. a current cost of seventy
five thousand dollars ($75,000) adjusted annually according to the
consumer price index. It is anticipated that the studio equipment
will be installed in the new Rohnert Park Civic Center, 500 City Hall
Drive, and that the Grantor's request for studio equipment will be
made upon award of contract for applicable civic center construction.
Grantor reserves the option of designating an alternative site for
installation of the studio equipment package.
5. Access Operations.
Grantor may negotiate agreements with neighboring jurisdictions
served by the same cable system, educational institutions, or others
to share operating expenses, as appropriate. Grantor and Grantee may
C -4
negotiate an agreement for management of access facilities, if so
desired by both parties.
6. Title to PEG Equipment.
Grantor shall receive title to all equipment provided with
funding made available in accordance with paragraph 4 above.
EXHIBIT D
SERVICE TO PUBLIC FACILITIES
D -1
EXHIBIT D
PUBLIC BUILDINGS TO BE PROVIDED WITH
FREE CABLE TELEVISION CONNECTIONS AND BASIC SERVICE
(1) Public Buildings:
2.
City Hall
6750 Commerce Blvd.
Community Center
5401 Snyder Lane
Codding Center
100 Enterprise Drive
Benecia Park Rec. Center
7450 Santa Barbara Way
"M" Park Recreation Center
(Under design)
7800 Mitchell Drive
Public Safety Station
435 Southwest Blvd.
Public Safety Station
1312 Maurice Ave.
School Buildings:
Rancho Cotate Senior
High School
5450 Snyder Lane
Library
6600 Hunter Drive
Performing Arts Center
5409 Snyder Lane
Burton Avenue Rec. Center
7421 Burton Ave.
"G" Park Recreation Center
(Planned)
1450 Golf Course Drive
Public Safety Headquarters
(Under design)
500 City Hall Drive
Public Safety Station
5200 Country Club Drive
Sports Center
5405 Snyder Land
Rohnert Park Junior
High School
7165 Burton Ave.
John Reed Elem. School
390 Arlen Drive
Crane Elem. School
1290 Southwest Blvd.
Hahn Elem. School
825 Hudis Street
"M" Elem. School
1400 Magnolia Ave.
D -2
Waldo Rohnert Elem. School
550 Bonnie Ave.
Evergreen Elem. School
1125 Emily Ave.
Goldridge Elem. School
1455 Golf Course Drive
EXHIBIT E
INSURANCE FORMS
GENERAL LIABILITY ENDORSEMENT
City-Of Rohnert Park ( "the City")
6750 Commence Bouivard, Rohnert Park, CA 94927
Endorsement #
1. Insurance Company _ ; Policy Number
2. Policy Term (From) (To) : Endorsement Effec. Date
3. Named Insured
4. Address of Named Insured
S. Limit of Liability Any One Occurrence/Aggregate $
Commercial General Liability Aggregate (check one):
Applies 'per location/project'
Is twig the occurrence limit
6. Deductible or Self- Insured Retention (Nil unless otherwise specified): $
7. Coverage is equivakmt to:
Comprehensive General Liability form GL0002 (Ed 1/73)
Commercial General Liability 'occurrence' form CG0001
Commercial General Liability 'claims -made' form CG0002
8. Bodily Injury and Property Damage Coverage is:
'claims -made'
'occurrence'
9 claims -made, the retroactive date is
jam: The City's standard insurance requirements specify "occurrence'" coverage. "Claims -made' coverage
requires special approval. If commercial general liability form or equivalent is used, the general aggregate must
apply separately to this location/project or the general aggregate must be twice the occurrence limit.
WORKERS' COMPENSATION/EMPLOYERS
LIABILITY ENDORSEMENT
City Of Rohnert Park ("the City l
6750 Commerce Boulvard, Rohnert Park, CA 94927
-• •:,,:1 Lei ►
1. Insurance Company
Policy Number
2. Effective Date of This Endorsement
3. Named Insured
4. Employers Liability Limit (Coverage B)
Endorsement #
( "the Company");
in consideration of the policy premium and notwithstanding any inconsistent statement in the
policy to which this endorsement is attached or any other endorsement attached thereto, it is
agreed as follows:
1. Cancellation Notice. The insurance afforded by this policy shall not be suspended,
voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written
notice by certified mail return receipt requested has been given to the City. Such notice
shall be addressed as shown in the heading of this endorsement.
2. Waiver of Subroaatlon. The Insurance Company agrees to waive all rights of subrogation
against the City, its elected or appointed officers, officials, agents and employees for losses
paid under the terms of this policy which arise from work performed by the Named Insured
I, (print/type name), warrant that I have authority to
bind the below listed insurance company and by my signature hereon do so bind this company.
ORGANIZATION:
ADDRESS:
SIGNATURE OF AUTHORIZED REPRESENTATIVE
(originai signature required on endorsement furnished to the City)
TITLE:
TELEPHONE: (
aP.1021 bViNd W M AW
n- Coetpiat•d Ur-IFT11MATECIFINSURANC - - - -- Oh1YRWrofFFd -- Pintsfain
ian.e: TO ofceni mwatktauralm
4 Rot~ Park CITY OF ROHNERT PARK ("the Clty' j wilt be aw"d
Commerce Blvd.
on Paris, CA 94927
to the City that the following described policies have been issued to the Insured named below and are in force at this time.
Insured
Address
option of operations/kxa0or - proms insured (show contract name and/or number, if any):
POLICIES AND INSURERS
UMITS
POUCY NUMBER
EXPIRATION DATE
Workers' Compensation
,xm and Completed Ooonnom
ti
Employers Liability $
s Liability Clause (or equivalent wording)
(Nance of Insurer) .
xnal Injury, Perils A. B and C
Bests Rating
i Form Property Damage
Check policy type:
Comprehensare General Liability
rectual Liability Coverage applying to this Contract
imprehensive General Liability
it Liability
or
Each Occurrence $
Commensal General Liability
Aggregate $
Commercial General Liability
(Name of insurer)
Each Occurrence $
Bests Rating
General Aggregate either:
Per projeWbcation $
ims -Made or Occurrence
or twice occurrence limit $
Business Auto Policy
Each Person Each Accident
s s
iiity Coverage Symbol
Each Accident, Property Damage
s
(Name of Insurer)
Bests Rating
or Combined Single Limit $
Umbrella Liability
Occurrence/
Aggregate $
(Name of Insurer)
Bests Rating
Self- insured Retention $
ims -Made or Occurrence
: If commerciai general liability insurance is used, the general aggregate must apply per beanorvprgect or the aggregate Omit must be at least twice the occurrence limit.
following coverage or condit Ions are in effect:
Yes
No
:ity. its offidals, officers. emptoyses are valtmtaers are named an all liability policies described above as insureds as rasps=
xvntss performed for the Guy by or an beftaff of the named insured, (b) products and completed operations of the Named Insured,
c) promises, owned. loosed or used by the Named insured.
,xm and Completed Ooonnom
ti
mdersigned will Mai b the City 30 days' written nonce of cancellation or reduction of coverage or Omits.
s Liability Clause (or equivalent wording)
xnal Injury, Perils A. B and C
i Form Property Damage
U Hazards included
rectual Liability Coverage applying to this Contract
it Liability
gage afforded to City, its officials, officers, employees and volunteers as Insureds appiies as primary and not excess or contributing to any
once in the no"* of the city,
or of subrogation from Workers' Compensation insurer.
nsured shall save. keep and hold harmless the City, its officers, aaems. emolove" and volunteers from all damages, costs or expenses in law or equity that may at any time
at be set up tnecewo of damages to oimemr or penonaf initiry renewed b • raetor! of or +_mss cx.�s^, of pcd m;ing work wilticln may be oaeasiorwd by arty wiNiul or negligent
r omissions of the Contractor, any of the Contractors employees. or any subcontractor. The City VAN not behold liable for any accidem loss or damage to the work prior to its
ietion and acceptance.
certificate is issued as a matter of informat ion. This certificate is not an insurance pobw and does not amend. extend or alter the coverage afforded by the policies listed
n. Notwirtuto ng arty requ►ernoM term or condition of any con. or other document with respect to which this Certificate of insurance may be issued or may pertain, the
once afforded by the policies described herein is subject to ail the tsmns. exclulubm and conditions of such policies.
ncy or Brokerage
ress
tie of Person to be Contacted
phone Number
i Aa.111111C'.a..�
Insurance Company
Home Office
Authorized Signature Date
Note: Authorized signatures may be the agents if agent has
placed insurance through an agency agreement with the
insurer. If Insurance is brokered, authorizedsignaturoinsros
be:thatotofficiallot insuirrr.-
AUTOMOBILE LIABILITY ENDORSEMENT
City Of Rohnert Park ("the City'l
6750 Commerce Boulevard, Rohnert Park, CA 94928
Endorsement #
1. Insurance Company ; Policy Number
2. Policy Term (From) (TO) ; Endorsement Effect Date
3. Named Insured
4. Address of Named Insured
5. Limit of Liability Any One Occurrence/Aggregate $
6. Deductible or Self - Insured Retention (Nil unless otherwise specified): $
B. POLICY AMENDMENTS
This endorsement is issued in consideration of the policy premium. Notwithstanding any inconsistent statement in
the policy to which this endorsement is attached or any other endorsement attached thereto, it is agreed as follows:
1. INSURED The City, its elected or appointed officers, officials, employees and volunteers are included as
insureds with regard to damages and defense of claims arising from: the ownership, operation, maintenance,
use. loading or unloading of any auto owned, leased,hired or borrowed by the Named Insured, regardless of
whether liability is attributable to the Named Insured or a combination of the Named Insured and the City, its
elected or appointed officers, officials, employees or volunteers.
2. CONTRIBUTION NOT REQUIRED. As respects work performed by the Named Insured for or on behalf of the
City, the insurance afforded by this policy shall: (a) be primary insurance as respects the City, its elected or
appointed officers, officials, employees or volunteers; or (b) stand in a unbroken chain of coverage excess of the
Named Insured's primary coverage. In either event, any other insurance maintained by the City, its elected or
appointed officers, officials. employees or volunteers shall be in excess of this insurance and shall not contribute
with it.
3. SCOPE OF COVERAGE. This policy, if primary, affords coverage to the Named Insured at least as broad as:
(1) Insurance Services Office form number CA 0001 (Ed. 1178), Code 1 ( "any auto") an endorsement CA 0025.
(2) If excess, affords coverage which is at least as broad as the primary insurance forms referenced in the
preceding section (1).
4. SEVERABILITY OF INTEREST. The insurance afforded by this policy applies separately to each insured who is
seeking coverage or against whom a claim is made or a suit is brought, except with respect to the Company's
limit of liability.
5. PROVISIONS REGARDING THE INSURED'S DUTIES AFTER ACCIDENT OR LOSS. Any failure to comply with
reporting provisions of the policy shall not affect coverage provided to the City, its elected or appointed officers,
officials, employees or volunteers.
6. CANCELLATION NOTICE. The insurance afforded by this policy shall not be suspended, voided, cancelled,
reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail return receipt
requested has been given to the City. Such notice shall be addressed as shown in the heading of this
endorsement.
• ► k IF-1 ►a u U '•: 1► ':• all :
Incidents and claims are to be reported to the insurer at:
ATTN:
(rte) (DepwurwV
(c 4mv)
(Satyr Address)
(hy) (Seam) (--p Code)
(Tekphar Nuf "
I, (printltype name), warrant that 1 have authority to bind the below fisted
insurance company and by my signature hereon do so bind this company.
ORGANIZATION:
ADDRESS:
SIGNATURE OF AUTHORIZED REPRESENTATIVE
(final signature required on endorsemo t furnished to the City)
TrTLE:
TELEPHONE: ( )
mna+saMOKraw
CORPORATE SURETY BOND
WHEREAS, pursuant to Section 2.9(a) of that certain Agreement
between ML Media Partners, L.P. (the "Obligor ") and the City of Rohnert
Park, California, a municipal corporation (the "city"), dated as of
December 13, 1990 and adopted by the City Council (the "Agreement "),
the Obligor desires to give an undertaking as so provided in the
Agreement.
NOW, THEREFORE, ML Media Partners, L.P. a limited partnership
organized under the laws of the State of Delaware and authorized to
transact business in the State of California, does hereby well and
truly obligate itself, its successors and assigns and promises to pay
to the City of Rohnert Park, California the sum of Twenty -Five Thousand
Dollars ($25,000) payable unconditionally in the events and amounts and
upon the terms and conditions set forth in Section 2.9 of the
Agreement, and this instrument shall constitute the corporate surety
bond provided for therein with full recourse and remedy for the benefit
of the City.
Dated this 13th day of December, 1990.
MULTIVISION CABLE TV CORP.
John A. Motulsky
Senior Vice President
As Agent For:
ML Media Partners, L.P.
JM395