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RE 2000-12-12.4 RESOLUTION NO. 20001212.4 RESOLUTION OF THE CITY OF COPPELL, TEXAS APPROVING TIlE TRANSFER OF THE CABLE TELEVISION FRANCHISE WHEREAS, Texas Cable Partners, L.P., a Delaware limited partnership C'Franchisee") owns, operates and maintains a cable television system (the "System") in the City of Coppell, Texas (the "Franchise Authority"), pursuant to a cable franchise (the "Franchise"), and the Franchisee is the duly authorized holder of the Franchise; WHEREAS, Franchisee, TCI Cablevision of Texas, Inc., Communications Services, Inc., and Heritage Cablevision of Texas, Inc. are panics to that certain Asset Exchange Agreement dated as of August 23, 2000 (the "Exchange Agreement"), which provides for the transfer of the System and the assignment of the Franchise to TCI Cablevision of Texas, Inc. C'Transferee" or "Grantee") at the closing contemplated by the Exchange Agreement (the "Closing"); WHEREAS, the Franchise Authority has determined that the Transferee has the legal, financial and technical qualifications to operate the System. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to the Assignment of the Franchise to Transferee, all in accordance with the terms of the Franchise. SECTION 2. The Franchise Authority confirms (a) the Franchise was properly granted or transferred to Franchisee, (b) the Franchise is currently in full force and effect, (c) the Franchise supersedes all other agreements between Franchisee and the Franchise Authority and represents the entire understandings of the parties, and (d) to the best of the City' s knowledge, Franchisee is materially in compliance with the provisions of the Franchise and, to the best of the City's knowledge, there exists no fact or circumstance known to the Franchise Authority which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default or breach under the Franchise or would allow the Franchise Authority to cancel or terminate the rights thereunder except upon the expiration of the full term of the Franchise, subject to applicable law, including Section 626 of the Cable Act. SECTION 3. This Resolution shall be deemed effective upon the date of the Closing of the Exchange Agreement (the "Closing Date"). The Transferee shall provide written notification by the Transferee of the Closing of the Exchange Agreement to the Franchise Authority. SECTION 4. The Transferee shall be responsible for any obligations and liabilities under the Franchise that arise and accrue after the Closing Date. SECTION 5. This Resolution shall have the force of a continuing agreement with Franchisee and Transferee. The Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and Transferee. SECTION 6. The Transferee shall agree to abide by the Customer Service Standards attached hereto. DATED this 12th day of December 2000. APPROVED: CANDY SHEEHAN, MAYOR ATTEST: LIBBY BALL, CITY SECRETARY ROBERT E. HAGER, CITY ATTORNEY CONSUMER SERVICE STANDARDS 1. Telephone and Office Availability The Grantee shall provide Subscribers a toll-flee or local telephone number for installation, service, and complaint calls. The Grantee must have telephone lines, either adequately staffed or with answering capability, providing at least emergency referral information, which are operational twenty-four (24) hours a day, every day, including weekends and holidays. Under "Normal Operating Conditions" and when phones are staffed, Subscriber calls to the Grantee will be answered on average within thirty (30) seconds ninety percent (90%) of the time measured on a quarte~y basis; and Subscribers will receive a busy signal three percent (3%) of the time or less. On weekdays, during normal business hours the Grantee must have telephone lines staffed and have its office(s) located within the Service Area or in the City limits of Coppell, Texas or within 10 miles of the City limits of Coppell, Texas: A. to accept payments; B. to exchange or accept return of Grantee-provided equipment; C. to schedule and conduct technical calls, and D. to answer Subscriber inquiries. On Saturdays, Grantee must have telephone lines staffed and have adequate staff available: to accept equipment, such as Converters, at the option of the Grantee either at its office or in the field; to schedule and perform emergency service or emergency technician calls; must have the capability to accept payments (this may be done through arrangements with unaffiliated retailers); and to answer Subscriber inquiries which may be answered by advising the caller when and to what number to call back during weekdays. 2. Handicapped Access The Grantee shall comply with all rules and regulations pertaining to the Americans with Disabilities Act. 3. Employee Identification All personnel of the Grantee contacting Subscribers or potential Subscribers outside the office of the Grantee must be clearly identified as associated with the Grantee. 4. Installations All installations will be in accordance with FCC rules, including but not limited to, appropriate grounding, adjustment of the television set in order to receive Service, and the provision of required consumer information and literature to instruct the Subscriber in the utilization of the Services. Under normal operating conditions, the Grantee shall perform standard installations as defined above within seven (7) business days of request by a Subscriber (provided that the schedule or preferences of the person requesting installation have not been responsible for the delay). This section does not apply to the introduction of new products and services when Grantee is utilizing a phased introduction. 5. Service Interruptions and Other Service Problems The Grantee shall make repairs promptly, and interrupt Service only if necessary and for the shortest period possible. The Grantee shall promptly notify the City of any "Significant Service Interruption" in the operation of the System. For the purposes of this section, a "Significant Service Interruption in the operation of the System "shall mean any outage a duration of at least four (4) continuous hours between the hours of 6:00 a.m. to 10:00 p.m. and eight (8) continuous hours between the hours of 10:00 p.m. and 6:00 a.m. to at least 3,000 of the Subscribers in the area served by Grantee. The Grantee shall exercise its best efforts to limit any Significant Service Interruption for the purpose of maintaining, repairing, or construction of the System. Except in an emergency or other situation necessitating a more expedited or alternative notification procedure, the Grantee may schedule a Significant Service Interruption only after the City has been given reasonable prior notice of the proposed interruption. Technicians employed by the Grantee and capable of performing service-related emergency repairs and maintenance must be available twenty-four (24) hours a day, including weekends and holidays. Under normal operating conditions, service-related Subscriber complaints, if possible, must be resolved within forty-eight (48) hours (provided that the schedule or preferences of the person requesting service have not been responsible for the delay) and in any event, resolution must occur within one (1) week. A complaint shall be considered to be resolved when signals received by the subscriber have been brought into compliance with applicable FCC standards. Those matters requiring additional maintenance, repair, or technical adjustments that necessitate an excess of one (1) week to reasonably complete, must be finally resolved, if technically feasible, within thirty (30) days of the initial complaint if the complaint has been determined to be the fault of the Grantee. The City Manager may require reasonable documentation to be provided by the Grantee to substantiate the additional time to resolve a complaint. The foregoing does not apply to service interruptions which occur on an intermittent basis. Under normal operating conditions, upon request by the Subscriber, the Grantee shall provide a credit to Subscriber when there is an Outage of all channels for a period of twenty-four (24) consecutive hours or more which affects the discrete definable service area. The credit for such an Outage shall equal, at a minimum, the value of one-thirtieth (1/30) of Subscriber's current monthly bill, excluding premium, pay-per-view and special events, for the first twenty-four (24) consecutive-hour period and prorated for each additional 4-hour period or portion thereof that the Outage continues. Under normal operating conditions, upon request by the Subscriber, the Grantee shall provide a credit to Subscriber when there is an Outage of any premium Service for a period of twenty-four (24) consecutive hours or more which affects a discrete, definable service area. The credit shall equal, at a minimum, the value of one-thirtieth (1/30) of Subscribers current monthly bill, for affected premium services, for the first twenty-four (24) consecutive-hour period and prorated for each additional (4) hour period or portion thereof that the Outage continues. Under normal operating conditions, upon request of the Subscriber, the Grantee shall provide a credit to the Subscriber whenever an Outage for a period of twenty- four (24) consecutive hours or more has affected fewer than all of the non-premium channels received by the affected Subscriber as part of their Service. The credit shall equal the value of one-thirtieth (1/30) of the prorated portion of the rate per affected channel times the number of affected channels. 6. Installation and Service Appointments The "appointment window" alternatives for installations and service calls which require Subscriber presence, will be either a specific time or, at maximum, a four-hour scheduled time block during normal business hours. The schedule time block may be longer if the Subscriber consents. (The Grantee may schedule service calls and other installation activities outside of normal business hours for the express convenience of the Customer). This provision does not apply to disconnects, service upgrades or downgrades which do not require access to the Subscriber's premises or to special request orders. Under normal operating conditions, if the Grantee does not arrive for installations or service calls by appointment within the scheduled four-hour time frame agreed to by the Subscriber, the Subscriber may request and is entitled to receive a free standard installation, or $20.00 credit respectively. If the Grantee fails to provide such free standard installation, and the request was made by the Subscriber within thirty (30) days of the missed appointment, the City may direct the Grantee to issue the credit. Failure to comply with the City's directive will subject Grantee to appropriate enforcement actions. Under Normal Operating Conditions, the Grantee may not cancel an appointment with a Subscriber after the close of business on the business day prior to the scheduled appointment without the Subscriber's consent. If the Grantee's representative is running late for an appointment with a Subscriber and will not be able to keep the appointment as scheduled, the Grantee will make an effort to contact the Subscriber directly. If, however, the Subscriber is unavailable at the time the contact attempt is made, the Grantee will attempt a second contact at least one more time during the previously agreed upon appointment window. The appointment will be rescheduled, as necessary, at a time which is convenient to the Subscriber. Contacting the Subscriber will not necessarily negate the requirement for a flee standard installation. 7. Notices and Customer Communications The Grantee shall notify affected Subscribers of any pricing changes or additional charges (excluding temporary marketing and sales discounts or offers) and/or any changes in programming services (including the scrambling or descrambling of channels - except the descrambling of a channel(s) for promotional purposes). The Grantee shall provide written information to Subscribers on each of the following areas at the time of installation of Service, at least annually to all affected Subscribers, at any time upon request, and for affected Subscribers, at least thirty (30) days prior to making significant changes in the information required by this section: .A. products and services offered; B. prices and options for programming services and conditions of subscription to programming and other services and facilities; C. installation and maintenance policies including, when applicable, information regarding the Subscriber's home wiring rights and information describing ownership of intemal wiring during the period Service is provided; D. instructions on how to use the Service; E. channel positions of programming offered on the System; F. billing and complaint procedures, including the name, address and telephone number of the City Manager or the City Manager' s designee. G. the availability of a Signal control device; H. the Grantee's practices and procedures for protecting against invasions of privacy; I. the address and telephone number of the Grantee's office to which complaints may be reported; and J. when applicable, the Grantee's community Unit Identifier as specified by the FCC. In all Subscriber communications, the Grantee shall be as clear and precise as possible. Notices of changes in rates shall indicate the new rate and the amount the rate has increased or decreased from the current rate. Specific words such as "Increase" or "Decrease" must be used to describe the changes (as opposed to less specific terms, such as "adjustment"). Notices of changes of programming services and/or channel locations shall include a concise description of the new programming service and the specific dial location, of that programming service. In addition, should the dial location, be affected by the introduction of a new service, such information must also be included in the notice. In order that Subscribers are fully apprised of the charges they may incur, Companies will be required to note that advertised rates are subject to additional taxes and fees. In order that Subscribers are fully apprised of the charges they may incur, telephone communications with Subscribers that quote rates, fees, and/or other charges shall inform Subscribers that the rates, fees, and/or charges are subject to additional taxes and fees. Every notice of termination of Service shall include all of the following information: A. the name and address of the Subscriber whose account is delinquent. B. current account balance. C. the date by which payment is required in order to avoid termination of Service. D. the telephone number of a representative of the Grantee who can provide additional information and handle complaints or initiate an investigation eonceming the Service and charges in question. 8. Billing Bills must be itemized, in accordance with service or services purchased by subscribers and related equipment charges as provided by law and regulations. If, on bills, a Grantee chooses to itemize as a separate line item franchise fees and/or other governmentally- imposed fees attributable to the total bill, such fees must be shown in accordance with any applicable law concerning the Grantee's ability to itemize such fees. Every residential Subscriber sending payment directly to the Grantee shall have at least ten (ten) business days from the postmarked date of the initial bill for the delinquent amount for Services to pay the listed charges prior to disconnect for non-payment. A specific due date shall be indicated on every Subscriber bill. This provision applies only to active accounts not those accounts pending disconnect. Any Subscriber who, in good faith, disputes all or part of any bill has the option of withholding the disputed amount without disconnection until Grantee has investigated the dispute and has made a determination that the amount is owed provided that: A. The Subscriber pays all undisputed charges; B. The Subscriber provides written notification of the dispute to the Grantee in a timely manner and includes identifying information; and C. The Subscriber cooperates in determining the appropriateness of the charges in dispute. Upon request, the Grantee shall forward all regulatory billing inserts and copies of all other mailings required by governmental authorities to Subscribers to the City Manager. 9. Disconnection/Denial of Service The Grantee shall not terminate residential Service for nonpayment of a delinquent account unless the Grantee provides initial notice of the delinquency and impending termination at least ten (10) days prior to the proposed termination. The notice shall be mailed, postage prepaid, to the Subscriber to whom the Service is billed. This notice shall not be sent until the twenty-eighth (281h) day after the initial bill for Services was mailed to the Subscriber. The notice of delinquency and impending termination may be part of a billing statement. This section does not apply to Subscribers disconnected due to NSF checks. The Grantee shall only terminate Service on days when the Subscriber can reach a representative of the Grantee either in person or by telephone. Service terminated without good cause must be restored without charge for the Service restoration. Good cause includes, but is not limited to, signal leakage, failure to pay, payment by check for which there are insufficient funds, theft of Service, abuse of equipment or System personnel, or other similar Subscriber actions. Subject to provisions of the franchise agreement, the Grantee shall furnish and maintain Services to each person, in the franchise areas, who qualify for service, who makes a request to receive any programming service. Nothing is these Standards shall limit the right of the Grantee to deny Service to any household or individual which has a negative credit or service history with the Grantee, which may include non-payment of bills or theft or damage to the Grantee's equipment, or who has threatened or assaulted employees of the Grantee in the course of their employment. 10. Deposits, Refunds, and Credits Refund checks will be issued promptly within forty-five (45) days following the Subscriber request. Credits for Service will be issued no later than the Subscribers next billing cycle following the determination that a credit is warranted. 11. Rates, Fees, and Charges The Grantee shall not, except to the extent permitted by law, impose any fee or charge on any Subscriber for service calls to said Subscriber's premises to perform any repair or maintenance work related to Grantee-installed equipment necessary to receive Service, except any such work which was necessitated by a negligent or wrongful act of said Subscriber. Where the actions of the Grantee, its agent(s) or subcontractor(s) can be shown upon a reasonable demonstration of evidence to have contributed to the theft, loss or damage of a converter or other equipment lawfully used by a Subscriber, the Subscriber's liability with respect to said converter or other equipment shall be reduced to the extent of such contributing actions. All charges for residential Services must be applied on a nondiscriminatory basis as provided by law, allowing however, for reasonable discounts to senior citizens and/or the economically disadvantaged and that the Grantee may conduct promotional campaigns in which rates are discounted or waived, and may offer commercial rates or bulk rate discounts for multiple dwelling units, hotels, motels and similar institutions. The Grantee shall not assess late fees until the Subscriber's second billing cycle. The Grantee shall be entitled to recover a fee for all checks returned due to non-sufficient funds. 12. Privacy Protections The Grantee shall comply fully with all applicable State and federal laws relating to the protection of Subscriber privacy. The Grantee shall not disclose the telephone number of any Subscriber for any purpose that is not directly related to the provision of services offered by Grantee. The Grantee shall not require more personally-identifiable information than is necessary to confirm the identity of a Subscriber and any past due amounts owed the Grantee. The type of information considered to be necessary, may vary depending on the individual Subscriber. The Grantee may deny service if a Subscriber fails to produce any verifiable personally-identifiable information after being requested to do so. 13. Enforcement The City may seek injunctive relief or any other Judicial remedy available pursuant to state or federal law in order to enforce compliance with these standards. 14. Rights Reserved by the City The City reserves the right to establish additional, reasonable consumer service standards from time to time, as may be necessary, after making a finding of need and after notice and opportunity to be heard from the Grantee and Grantee has agreed to said changes. The City reserves the right to regulate rates for video Service to the fullest extent permitted by law. 15. Consumer Service Reporting Requirements All reports shall be provided for the Coppell franchise area where the capability exists. Otherwise, system-wide reports are acceptable and shall be deemed to reflect Coppell franchise area numbers based on the Allocation Percentage (the number of Franchise Area Subscribers divided by the total system Subscribers). Annual reports shall be due on April 1 annually, unless otherwise agreed upon by the City and the Grantee. The Grantee shall provide annual reports to the City containing, but not limited to, the following information: A. Telephone Report shall contain information relevant to the question of whether its telephone answering system continues to conform to the third paragraph of section 1 of this exhibit. If the City Manager determines, based on complaints or any other evidence, that the Grantee's telephone service does not meet the standards set forth in this exhibit, or any variations in those standards previously agreed to by the City Manager, then the City Manager has the authority to order the Grantee to take appropriate action to meet such standards. Failure of the City Manager to issue such order, however, shall not constitute a waiver of the City's fights with respect to any failure by the Grantee to comply with its obligations pursuant to this exhibit or this Agreement. B. Significant Service Interruptions report which shall track information on a monthly basis. The Grantee shall provide any other information which may be requested by the City relevant to the administration of this franchise. This information, subject to reasonable confidentiality requirements, shall be delivered to City Hall or shall be made available at the office of the Grantee nearest to the City of Coppell, Texas, within a reasonable period of time.