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CVTV/Cable Franchise 86t CABLE LICENSE AGREEMENT BETWEEN THE CITY OF LA QUINTA AND COACHELLA VALLEY TELEVISION, A DIVISION OF PALMER COMMUNICATIONS INDEX. 1. GRANT OF LICENSE 1.1 Grant 1.2 Right of Grantor to Issue License 1.3 Effective Date of License 1.4 Duration 1.5 Renewal 1.6 License Acceptance 2. DEFINITIONS 2.1 "Access Channel Manager" 2.2 "Agreement" 2.3 "Downstream" 2.4 "Grantee" 2.5 "Institutional Service" 2.6 "Monitoring" 2.7 "School" 2.8 "Public Streets, Ways and Other Areas" 2.9 "Tier" 2.10 "Upstream" 2.11 "Year" 2.12 "Gross Annual Revenues" 3. GENERAL REQUIREMENTS 3.1 Governing Requirements 3.2 License Regulation 3.3 License Fee 3.4 Liability Insurance and Indemnification 3.5 Cooperation with Grantor's Consultants 4. CONSTRUCTION AND SERVICE REQUIREMENTS 4.1 General 4.2 Right of Inspection of Construction 4.3 Provision of Free Service 4.4 Extension of Service 4.5 Entry on Private Property 4.6 Tree Trimming 4.7 Identification of Construction Crews 4.8 Employee Training Sessions 4.9 Construction Schedule and Reports (a) Construction Schedule (b) Monthly Reports 4.10 System Location Maps 4.11 Laws Not Repealed 4.12 Use of Public Streets, Ways and Other Areas 5. SYSTEM DESIGN AND PERFORMANCE REQUIREMENTS 5.1 System Configuration 5.2 Channel Capacity 5.3 Satellite Earth Stations 5.4 Capacity for Interactive Residential Services 5.5 Cablecasting Facilities 5.6 Emergency Alert Capability 5.7 Standby Power 5.8 Parental Control !,Lock 5.9 Technical Standards -- General 5.10 Applicable Technical Standards (a) Forward Sig als (b) Reverse Sig als 5.11 Performance Test ng 5.12 Maintenance and epair 5.13 Cooperation withlBuilding Movers 6. SERVICES AND PROGRAMMING 6.1 Initial Servicesland Programming 6.2 Alternative Services 6.3 Non -Basic Cable Services 6.4 Leased Channel Service 6.5 Basic Subscriber'Radio Service 7. LOCAL PROGRAMMING OBLIGATIONS 7.1 Access Channel Manager 7.2 Support of Community Programming 8. RATES AND CHARGES 8.1 Rate Regulation -- General 8.2 Rates and Charge$ 8.3 Advance Billing 11 8.4 Disconnection for Non -Payment 8.5 Termination Refupd 8.6 Nonstandard Installation 9. PURCHASING, TRAINING AND EMPLOYMENT REQUIREMENTS 9.1 Local Purchasing and Hiring Policy 9.2 Equal Employment',Opportunity and Affirmative Action Programs 9.3 Employment Training Program 10. RIGHTS OF INDIVIDUALS PROTECTED 10.1 Cable Tapping Prohibited 10.2 Invasions of Privacy and of Personal Rights Prohibited 10.3 Permission of Property Owners Required 10.4 Protection of Su scriber Privacy 11. RESPONSE TO SUBSCRIBER COM LAINTS 11.1 Local Office and Aanagement 11.2 Action on Service Calls 11.3 Telephone Answering Service 11.4 Collection Account 11.5 Log of Customer Complaints 11.6 Notice to Subscr'bers 11.7 Designation of License Administrator 11.8 Access to Grante 's Officers 11.9 Notice of Interr ption 11.10 Records and Reports 12. MISCELLANEOUS 12.1 Termination 12.2 Amendments 12.3 Severability REA/ 150 3 5/28/86 CABLE LICENSE) AGREEMENT THIS AGREEMENT, made and entered into this day of , 1986, at La Quinta, Riverside County, California, by and between the City of La Quinta (hereinafter in some instances "the Grantor" or "the City"), a municipal corporation of the State of California, and Coachella Valley Television, a division of PalmerCommunications Incorporated, (hereinafter "the Grantee"). W I T N E S S E T H WHEREAS, the City, pursuant to 5.10 of the Municipal Code of the City of La Quinta, also known as the "City of La Quinta-Cable Television License Ordinance" (hereinafter "the Ordinance"), is authorized to grant one or more non- exclusive licenses to operate, construct, maintain and reconstruct a cable television system within the City; and WHEREAS, Grantee has applied to the City for the issu- ance of a cable television license pursuant to the Ordi- nance, and after due considerat'on the City has determined that Grantee has complied with �11 provisions of the Ordi- nance for issuance of a non-exclusive license; and WHEREAS, the City further desires to ensure that its residents will receive high qua ity, modern cable communications services in accordance with comprehensive regulations that will protect t e City and its residents; NOW, THEREFORE, the Granto hereby grants to Grantee a non-exclusive cable television license as hereinafter more specifically described, subject to the provisions of the Ordinance, this .Agreement and all applicable State and Federal Laws. 1. GRANT OF LICENSE 1.1 Grant. Grantee s hereby granted for itself, its successors, and assigns, su ject to the terms and conditions of this Agreement and the Ordinance, the non- exclusive authority, right and privilege, for a fifteen (15) year period from and after the effective date hereof, to construct, reconstruct, operate and maintain a cable television system within the st eets and public ways of the City and to provide cable telev sion service within the City and all areas subsequently annexed to the City (hereinafter in some instances "the License"). La Quinta Municipal Code, Chapter 5.10 is hereby integrated into this agreement by reference. This License shall, i all respects, be interpreted and applied so as t be consistent with La Quinta Municipal Code, Chapter .10, and the Cable Communications Policy Act of 19:4, as from time to time amended (47 U.S.C. Section 521, et seg.), applicable to California law, and those rules and regulations of the -2- Federal Communications Commission applicable to cable television systems. If any provision of this License or its application should be inconsistent with any of the foregoing, such act shall prevail. 1.2 Right of Grantor to Issue License. Grantee acknowledges and accepts the right of Grantor to issue the License and Grantee agrees it shall not now or at any time hereafter challenge this right n any way or in any City, State or Federal Court. 1.3 Effective Date of License. The License herein granted shall be effective immediately upon the passage of a Resolution by the ity Council adopting this Agreement. 1.4 Duration. The term of the License shall be fifteen (15) years from the effective date hereof at which time it shall expire and be of no force and effect. 1.5 Renewal. The Grantee shall have the right to request renewal of its License 1pon written notice delivered to the City Council not less than six months before the expiration of the original term of this License. The procedures and standards for renewal shall be consistent with those set forth in 47 U.S.. Section 546, as amended. A filing fee of $750.00 shall accompany a request for a renewal. If the License is renewed, the renewal term shall be for fifteen years and upon such conditions as are contained in its License as in ffect on the date of its expiration or upon such other conditions as the City and the Grantee shall agree. Should the City deny the renewal request, such denial shall be accompanied by a written statement setting forth the reasons for such denial. Should renewal proceedings not be completed prior to the expiration of the original term of this License, the Grantee shall have the right and authority to continue operation of its cable television system pursuant to the terms and conditions of its License until such time as the renewal proceedings are finally concluded, unless the delay or failure to complete the proceedings is due primarily to the action or inaction of the Grantee; but in no event shall the right to continue operation under this provision continue for more than three months after the expiration date of the license. 1.6 License Acceptance. By executing this Agreement, Grantee accepts the License granted herein and guarantees performance of all its obligations hereunder. 2. DEFINITIONS For the purposes of t is Agreement, the following words, terms, phrases, and thei derivations shall have the meanings given herein. When not inconsistent with the con- text, words used in the present tense include the future tense, words in the plural number include the singular num- ber, and words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. The definitions contained in the Ordinance are -4 incorporated herein as if fully definition of "Street" found in set forth; however, the the Ordinance in Section 5.10.010(F) shall also include those areas set forth in Section 2.8 below. 2.1 "Access Channel r tion designated by the City to local or valley -wide entity to tion of local access programmi anager" means an organiza- erve as the appropriate romote and supervise produc- 2.2 "Agreement" mean this Agreement and any amendments thereof. 2.3 "Downstream" means a signal traveling from the cable system's technical control center to a subscri- ber's location. 2.4 "Grantee" means oachella Valley Television, a division of Palmer Communicat ons Incorporated. 2.5 "Institutional Service" means such video, audio, data and other services provided to institutional users on an individual applicat on, private channel basis. These may include, but are not imited to, two-way video, audio or digital signals among 'nstitutions or from institu- tions to residential subscriber . 2.6 "Monitoring" mea s observing a one-way com- munications signal, or the abse ce of a signal, where the observer is neither the subscri er nor the programmer, whether the signal is observed means, for any purpose whatsoever. -5 visual or electronic 2.7 "School" means a y public educational insti- tution including primary and se ondary schools, colleges and universities and all similarly situated private and paro- chial educational institutions hick have received approp- riate accreditation from the St to of California, and where required, from other authorized *crediting agencies. 2.8 "Public Streets,lWays_ and Other Areas" shall include those areas described Ordinance. In addition, public areas shall include public stre properties, and public easement include but shall not be limite dedication to the City or the City and the County of Riversi Section 5.10.010(F) of the treets, ways, and other ts, highways, alleys, public of the City, and shall to any easement created by unty of Riverside, or the for public utility purposes or any other purpose whatsoever. This definition is intended to include all areas within which Grantee may place its wires, conduits, and appurtenances, as set forth in California Government Code Section 53066. 2.9 "Tier" means any of the groups of channels and services for which a separate monthly charge to sub- scribers is established. 2.10 "Upstream" means a signal path from a sub- scriber or other inpoints on th cable system to the tech- nical control center. 2.11 "Year" means the remaining portion of 1986. Thereafter, the "year" means a ull calendar year. W. 2.12 "Gross Annual Revenues" means all revenues received by Grantee from the within the City of La Quinta. rations of the cable system n the case of revenues which are derived on a system -wide ba is, such revenues shall be calculated on the basis of the :umber of subscribers served in the City as a percentage of he total number of subscribers served by the Syste . 3. GENERAL REQUIREMENTS 3.1 Governing Requir ments. Grantee shall comply with the requirements of this Agreement, the Ordinance, and applicable state and Federal law. 3.2 License Regulation. The License granted under this Agreement shall be subject to regulation by Gran - for in accordance with the provisions of this Agreement, the Ordinance, and applicable Federal and State Law. Grantor shall give Grantee written notice of any amendments to the Ordinance prior to adoption by he City Council of the City. 3.3 License Fee. Su ject to all applicable Federal and State rules, regula ions and policies, the License fee shall be five perce t (5%) of Grantee's Gross Annual Revenues, payable by the Grantee to Grantor in quarterly installments. 3.4 Liability Insurance and Indemnification. Upon the effective date of the License, Grantee shall fur- nish proof that satisfactory liability insurance policies in -7 accordance with the provisions of Section 5.10.070(C) of the Ordinance are in effect, in thelminimum amounts of: As required by the St to of California $500,000.00 Worker's Compensation Comprehensive General Liability* *Including liability for property damage and motor vehicle. Grantor shall be named as an additional insured for this policy. 3.5 Cooperation with Grantor's Consultants. The Grantee shall reasonably cooperate with and assist all consultants employed by Grantor in the administration, regulation, and enforcement of he License. 4. CONSTRUCTION AND SERVICE REQUIREMENTS. 4.1 General. The Grantee shall meet or exceed all of the material construction and service requirements provided by this Agreement, the Ordinance and all other applicable laws. The Grantee shall meet the service requirements regardless of whether subscriber penetration and/or revenue projections prove to be correct. It is the Grantor's intent that Grantee shall not be penalized for minor breaches of the terms hereof so long as its best efforts are maintained. 4.2 Right of Inspection of Construction. Grantor shall have the right to inspect all construction, upgrading and installation work performed subject to the provisions of the License and to make such tests at its sole expense as it shall find necessary to ensure compliance with the terms of the License and other pertinent provisions of law. The costs of such tests shall be borne by the Grantor unless such tests are made necessary by the Grantee's failure to adequately or properly perform the tests required by the Ordinance or this Agreement. 4.3 Provision of FreE Service. Grantee shall provide one (1) free drop and basic service to each govern- ment facility and school. For service monitoring purposes, City Hall service shall include all available services. 4.4 Extension of Service. New residences con- structed in energized cable areas shall be offered service within thirty (30) days after occupancy. Grantee shall extend distribution lines to new developments or to unserved areas within the territory subject to the License and provide service at the standard installation charge where there are a minimum of 40 dwelling units per cable route mile or fraction thereof and a minimum total of at least 30 dwelling units. 4.5 Entry on Private Property. Except as permitted by law, the Grantee shall not enter upon or encroach upon or interfere with or obstruct any private property without the express consent of the owner or agent in possession thereof. The authority and permission given by the License shall not be construed to grant or imply any permission or license to do so. 4.6 Tree Trimming. The Grantee shall not remove any tree or trim any portion, either above, at or below ground level, of any tree withir any public place without the prior consent of the Grantor. The Grantor shall have the right to do the trimming requested by the Grantee at a reasonable cost to the Grantee. 4.7 Identification -of: Construction Crews. Every employee of the Grantee or its construction contractors or subcontractors shall be clearly identified on sight to the public as a representative of the Grantee. Every vehicle of the Grantee, its construction contractors, or subcontractors shall be similarly identified. The Grantee's telephone number shall also be clearly marked on all such vehicles. All letters and numbers on such vehicles shall be at least three (3) inches high. 4.8 Employee Traini.ng Sessions. The Grantee shall hold training sessions which will be attended by each construction employee, whether the employee of the Grantee or its contractors or subcontractors, for instruction in proper practices and community relations. 4.9 Construction Sch dules and Reports. (a) Construction Schedule. Pursuant to Section 10 of the Ordinance, Attachment C lists the schedule for construction of Grantee's Cable Communications System. (b) Monthly Re rts. The Grantee shall submit to the Grantor monthly c nstruction and upgrading -10 progress reports outlining the been constructed and upgraded a reas of the City which have which have been energized. 4.10 System Location gaps. Attachment D contains maps showing the accurate as -built location of all of Gran- tee's facilities in place as of the effective date of the License. Upon removal, change or abandonment of any of its facilities, the Grantee shall, within thirty (30) days thereafter, file a revised map or maps showing the location of all such additional removed or abandoned facilities as of that date. 4.11 Laws Not Repealed. The approval of this Agreement shall not amend or otherwise modify any other provisions of the La Quinta Municipal Code or other laws or regulations of the Grantor. The components of the cable television system, other than coaxial cable and appur- tenances placed in or over City streets, shall be con- structed or placed in accordancE with the land use laws of the Grantor, provided, however, that the Grantee shall construct or place antenna towers and other headend equip- ment pursuant to the terms of a conditional use permit obtained and processed in the manner provided therefor by the La Quinta Municipal Code. 4.12 Use of Public Streets, Ways and Other Areas. For the purpose of operating and maintaining the cable sys- tem in the City, the Grantee ma repair, replace, reconstruct, -11 erect, install, construct, d retain in, on, over, under, upon, across, and along he public streets, ways and other areas of the City, as def ned at Section 2.8 above, such wire, cables, conductors, ducts, conduits, manholes, amplifiers, appliances, pedestals, attachments, and other property and equipment as are necessary and appurtenant to the operation of the cable system. Such installations shall generally be in accordance with standard industry practice and shall comply with all applicable codes and requirements established by law. Prior to construction or alteration, however, the Grantee shall in each case file detailed loca- tion and construction plans witl the appropriate Grantor agencies and utility companies, and shall receive written City approval before proceeding except where emergency situations requiring emergency repairs do not allow for prior notice. Grantor shall have the right to inspect all construction performed by Grantefe to insure compliance with all applicable requirements. 5. SYSTEM DESIGN AND PERFORMANCE REQUIREMENTS. 5.1 System Configuration. The cable television system shall consist of a resid ntial network which shall provide bi-directional communic tion capability in its initial configuration. Grantor shall have the right to request that an institutional network be provided at such time as it shall be demonstrated ible. -12- to be economically feas- 5.2 Channel Capacity. The cable television sys- tem shall be installed to deliver signals at frequencies up to 400 megahertz (MHz), with specific capacity as indicated below. Signal Cable Signal Frequency Channel Network Direction Range Capacity Forward Downstream 50-400MHz 54 Channels and FM Reverse Upstream 5-30 MHz 4 and data The cable television system shall provide at a minimum 32 activated channels. At such time as demand develops for additional activated channels, Grantor and Grantee shall negotiate in good faith the number of acti- vated channels to be added, not to exceed a total of 54 channels, and the schedule upon which they are to be made available. 5.3 Satellite Earth Stations. Grantee shall provide two (2) satellite earth stations, or the equivalent in reception capacity. Throughout the term of this Agreement or any renewal thereof, Grantee shall provide sufficient earth station reception capability to receive signals from all operational communications satellites that generally provide at least six (6) established program services carried by cable systems. 5.4 Capacity for Interactive Residential Ser- vices. Grantee shall provide initially the capability for security alarm monitoring and stall make such capability -13 available to private local security organizations on a leased channel basis pursuant tc Section 6.4 of this Agree- ment. To the extent customer equipment necessary for such services, such as addressable interactive converters, home terminals and home detectors, iE provided by Grantee, it shall be made available in accordance with established and uniform rate schedules. Within three (3) years after request by the City, all existing cable service within the City shall be made interactive capable. All new cable services installed after the execution of this Agreement shall be interactive capable on installation. 5.5 Cablecasting Facilities. Grantee shall maintain and operate a color -equipped studio with full capability for live programming within the service area of its cable television system. Upon prior notice to the Grantee, Grantee shall provide reasonable access to such facilities, at no charge, for c blecasting local governmental, educational and public affairs programming under the reasonable supervision and control of the Grantee. 5.6 Emergency Alert Capability. Grantee shall provide the system capability to transmit an emergency alert signal to all participating subscribers. Grantee shall also provide an emergency audio override capability to permit Grantor to interrupt and cablec st an audio message on all channels simultaneously in the avent of disaster or public emergency. Grantee may satisfy this requirement by pro- 14- viding a device which permits an authorized person with an appropriate access code to activate the emergency alert system via a touch-tone telephone instrument. 5.7 Standby Power. Crantee shall provide standby power at the cable communicatio s system control center and at all hubs. 5.8 Parental Control Lock. Grantee shall pro- vide, upon the request of a subscriber, a parental control locking device or digital code that permits the subscriber to prevent the viewing of a particular cable service during periods of time selected by such subscriber. 5.9 Technical Standards -- General. The Federal Communications Commission (FCC) Rules and Regulations, Part 76, Subpart K (Technical Standards), shall apply to Gran- tee's cable operations. However, because of the recent development of interactive and other innovative services, modifications of FCC standards, as presented in the specifi- cations below, are considered necessary to meet system service objectives. Grantee agrees to exert its best efforts to continually maintain and improve the cable television system to meet the h ghest state of the art standards. 5.10 Applicable Technical Standards. (a) Forward Si als -- Class I Channels. The system shall be capable of carrying 54 Class I Tele- vision Channels and the full FM broadcast band. The com- -15 bined forward trunk and distrib tion system shall deliver signals to each subscriber's to evision receiver that will meet or exceed the following specifications at the mean system temperature of +70 degre s F. This shall include the effects of drop cables, interio splits and any terminal equipment such as descramblers and set -top converters. 1. Carrier -to -Noise 36 db 2. Hum Modulation 5% 3. Peak -to -Valley Any 6 MHz channel 6 db 5-30 or 5-4 0 MHz 12 db 4. Adjacent Channel 3 db 5. Composite Triple Beat -53 db 6. Cross Modulation -53 db (b) Reverse Si als -- The reverse channels shall have the capability of providing return signals from any subscriber tap to the ext noticeable signal degradation end of any area without interface. (1) The sy tem capability shall include transmission of color video, bl ck and white video, and both low and high speed data, whether analog or digital. (2) If necessary to prevent the build- up of noise and distortion products, the area shall be divided into sections, and sub -trunks run to a central hub within the area. Equivalent alternatives such as address- able taps or switches may be ut'lized. of (3) No mor than 15 dBmV output level shall be required out of any cu tomer interface device to meet the system specifications. (4) Where pplicable, the end of the system specifications shall inc ude the effects of any sig- nal reprocessing equipment nece sary to achieve forward transmission. (5) For C1 ss I signals, the signal delivered to the subscriber's t levision receiver, after being transmitted to the headen , processed and retrans- mitted down a forward channel, :hall meet the FCC specifica- tions for Class I signals. 5.11 (a) Performance Testier. Grantee shall perform all tests necessary to determine compliance with the technical standards of FCC Rule the following as a minimum: Initial Proof of Annual Complianc Tests in Respons Monthly Monitor 76.601. Tests shall include Performance Tests to Subscriber Complaints ests Written records of tests result shall be maintained, and shall be available for Grantor nspection upon request. Upon request, the Grantee shall provide the Grantor with copies of such records without charge. (b) The tests for the cable system may be performed periodically, at intervals of six (6) months, on a -17 suggested minimum of twenty (20) subscriber television terminals, located throughout the service area. At least eight (8) of these locations should be at the far end of the distribution trunk cables. AtGrantor's request, the tests shall be witnessed by representatives of the Grantor and written test reports shall be submitted to the Grantor. If more than ten percent (10%) of the locations tested fail to meet the performance standards, the Grantee may be required to indicate what corrective mea ures have been taken and the entire test may be repeated for at least twenty (20) different locations. If a second test results in failure of more than ten percent (10%) of the locations, the Grantor may, at its option, pursue any remedies available to it consistent with the Ordinance. 5.12 Maintenance and Repair. The Grantee shall maintain a preventative maintenance policy directed toward maximizing the reliability and operation of the cable tele- vision system with respect to delivery of service to sub- scribers at or above the performance standards prescribed by this Agreement. The Grantee shall maintain a repair res- ponse capability comprised of qualified technicians, service vehicles and equipment to provide prompt and efficient repair service within the standards prescribed in the Ordinance. In cases of routine outages, Grantee shall respond to requests for service within 24 hours after receipt thereof. 5.13 Cooperation with Building Movers. The Gran- tee shall, upon the request of any person holding a building moving permit, issued by the Grantor, temporarily raise or lower its wires to permit the moving of buildings. The expense of such temporary removal, raising or lowering of wires shall be paid by the person requesting the same, and the Grantee shall have the authority to require payment in advance. The Grantee shall be given not less than five (5) working days advance notice to arrange for such temporary wire changes. 6. SERVICES AND PROGRAMMING. 6.1 Initial Services and Programming. Upon the commencement of the term of this Franchise, Grantee shall provide the services and programming listed in Attachment A. If any listed service shall become unavailable, cannot be provided under existing FCC regulations, or is determined by Grantee to be economically unfeasible, Grantee shall provide, if available, substitute programming considered in its sole discretion at least as attractive to cable system subscribers. To the extent required by applicable Federal and State Law, Grantee may not reduce the number of program services or restructure the tier format without prior written notification to, and approval by, Grantor. Grantor's approval shall not be unreasonable withheld and its written decision shall be given to Grantee within thirty (30) days from the receipt of notification. Grantee may add -19- new services at any time. Grantee may combine programming into composite channels to improve efficiency of channel utilization or to attract a larger viewing audience. Before making any such changes, reasonable notice shall be given by the Grantee to the Grantor prior to the change. 6.2 Alternative Services. As an alternative to the services listed in Section 6.3, 6.4 and 6.5 below and to the extent permitted by Federal or State Law, Grantor may request Grantee to provide the same services and tier struc- ture provided by Grantee to neighboring communities. 6.3 Non -Basic Cable Services. In addition to the Basic Subscriber Services listed in Attachment A, Grantee shall initially offer the following optional pay -television services or equivalent programming of the same general class to the extent such service and programming are available: Home Box Office Showtime The Disney Channel The Movie Channel Cinemax Galavision The offering of these pay -television services shall be consistent with applicable State and Federal Law and Grantee shall have the right to delete or add pay - television services as it shall deem desirable. 6.4 Leased Channel Service. Grantee shall offer leased channel service on reasonable terms and conditions in accordance with applicable Federal Law. -20- 6.5 Basic Subscriber Radio Service. Grantee may provide basic subscriber local FM radio service to its subscribers. 7. LOCAL PROGRAMMING OBLIGATIONS. 7.1 Access Channel Manager. (a) Grantor may designate an organization to serve as the appropriate local or valley -wide entity to promote and supervise the production of local programming in the service area of the cable system. (b) In the event the entity designated by Grantor does not have an existing Board of Directors or other appropriate administrative structure, the Grantor may, subject to agreements with other entities or public entities, appoint a Board of Directors, serving at the pleasure of the Grantor, to administer such corporation. Grantee shall be represented by a non -voting member of the Board who shall act as a liaison between such entity and the Grantee. (c) Grantee shall provide financial support in an amount determined by Grantor and Grantee to be reason- able in an amount of one thousand ($1,000.00) per year, payable June 1, 1986, and on June 1 of each year thereafter during the term of this Franchise and during the term of any renewal thereof, for public benefit usage of the cable system. All such support shall be provided directly to the Access Channel Manager for allocation to public users. -21- Grantor and Grantee may enter into additional agreements to provide additional support for such organization. (d) All public benefit monies may be allocated by the Access Channel Manager upon reasonable notice to the Grantee. 7.2 Support of Community Programming. To facili- tate maximum utilization of the cable system for community programming, Grantee shall: (a) Permit reasonable and non-discriminatory use of one (1) cable channel each for local governmental, educational and public affairs programming, provided, how- ever, that when such channels are not in use for their designated purpose, they shall be available for use by Grantee on a preemptible basis. (b) Conduct a reasonable number of free video training workshops, as requested by Grantor, to train access users in cablecasting techniques and equipment. (c) Conduct an annual advertising and promo- tional campaign to familiarize residents of the City with the cable system's access facilities. (d) Development of a student internship program with local schools for a minimum of two (2) interns per year. (e) Provision of a training program for minority individuals and women in video techniques and community programming. MVIC 8. RATES AND CHARGES. 8.1 Rate Regulation -- General. To the extent that Federal and State Law permit, Grantee's rates shall be governed by Sections 5.10.100(A) and 5.10.110(B) of the Ordinance and the following subsections. 8.2 Rates and Charges. Grantee's rates and charges for its services are listed in Attachment B hereto. Modification of such rates and charges shall be pursuant to applicable Federal and State Law and the limitations imposed by the Ordinance. 8.3 Advance Billing. The Grantee may bill sub- scribers bi-monthly for basic service. 8.4 Disconnection for Non -Payment. Delinquent subscriber's service can be terminated thirty (30) days after payment is due. 8.5 Termination Refund. In the event a sub- scriber terminates service during, or in advance of, any period of which a prepayment has been made, the Grantee shall refund a prorated portion of the unused payment. 8.6 Nonstandard Installation. In the event a subscriber is located more than 150 feet from the nearest distribution cable or otherwise requires special wiring, the installation charge shall be the actual cost of labor and materials plus ten percent (10%). -23- 9. PURCHASING, TRAINING AND EMPLOYMENT REQUIREMENTS. 9.1 Local Purchasing and Hiring Policy. To the maximum extent feasible, Grantee shall establish a policy of employing local residents within its service area, and of utilizing local firms for purchases and construction subcontracts. 9.2 Equal Employment Opportunity and Affirmative Action Programs. Throughout the term of the franchise, Grantee shall conduct its business as an Equal Employment Opportunity/Affirmative Action Employer. In addition, throughout the term of the franchise, the Grantee shall maintain a policy that all employment decisions, practices, and procedures are based on merit and ability without discrimination in violation of State or Federal law on the basis of an individual's race, color, religion, age, sex, national origin, or physical handicap. The Grantee's policy shall apply to all employment actions including advertising, recruiting, hiring, promotion, transfer, remuneration, selection for training, company benefits, disciplinary action, lay-off and termination. The Grantee shall carry out this policy through continued dedication to a determined and sustained effort to provide equal employment opportunities to all by taking affirmative action to employ and advance in employment qualified women, minorities, persons who are physically handicapped and veterans. The Grantee shall provide to the Grantor a written Affirmative -24- Action Program to carry out this policy no later than sixty (60) days after the effective date of this Agreement. 9.3 Employment Training Program. Consistent with the provisions of Section 9.1, Grantee shall conduct an aggressive training program to train local residents, particularly the unskilled and the semi -skilled, for employment in the cable industry to the extent that such persons are trainable to a skill level in positions which meet the employment needs of Grantee. 10. RIGHTS OF INDIVIDUALS PROTECTED. 10.1 Cable Tapping Prohibited. Neither the Grantee nor any person, agency, or entity shall, without the subscriber's consent, tap, nor arrange for the tapping, of any cable, line, signal input device, or subscriber outlet or receiver for any purpose except routine maintenance of the system. 10.2 Invasions of Privacy and of Personal Rights Prohibited. In the conduct of providing its services or pursuit of any collateral commercial enterprise resulting therefrom, Grantee shall take any and all necessary action to prevent an invasion of a subscriber's or general citizen's right to privacy or other personal rights as such rights are delineated and defined by applicable law. Grantee shall not without lawful court order or other applicable valid legal authority utilize the system's -25- interactive two-way equipment or capability for unauthorized personal surveillance of any subscriber or general citizen. 10.3 Permission of Property Owners Required. No cable line, wire, amplifier, converter, or other piece of equipment owned by Grantee shall be installed by Grantee without first securing the written permission of the Owner of any property involved; provided, however, that where the the property owner or his predecessor has granted an easement including a public utility easement or a servitude to another and the servitude by its terms contemplates public use or uses such as Grantee's intended use, Grantee shall not be required to secure the written permission of the owner for the installation of cable television equipment or facilities unless Grantee elects to do so. 10.4 Protection of Subscriber Privacy. The Grantee shall protect subscriber privacy in the manner required by the provisions of Section 551 of Title 47 of the United States Code. 11. RESPONSE TO SUBSCRIBER COMPLAINTS. 11.1 Local Office and Management. During the term of this license and any renewal thereof, the Grantee shall locate and maintain within the service area of its cable television system, or within fifteen miles of the franchise territory: -26- (a) The office of its local manager and its business office serving this cable television system, including the billing collection office; (b) The service office for the purpose of receiving all complaints regarding the quality of service, malfunctions and similar matters arising out of its construction and operation of this cable system; (c) All trucks, equipment and employees providing service to this cable system. The local office, including the service office, shall be open to receive inquiries or complaints from subscribers during normal business hours and in no case less than 9:00 a.m. to 5:00 p.m., Monday through Friday (inclusive), excluding legal holidays. 11.2 Action on Service Calls. (a) The Grantee shall maintain a service repair force sufficient to respond within a reasonable time to any individual interruption of service and also sufficient installation force to minimize delay for service installation. (b) Any service complaint shall be investigated and acted upon as soon as possible. Grantee shall make a diligent, good -faith effort to resolve any service complaint within twenty-four (24) hours of receipt. The Grantee shall credit a subscriber's account on a pro -27- rated basis for loss of service commencing twenty-four (24) hours after said loss upon the request of the subscriber. 11.3 Telephone Answering Service. The Grantee shall provide a state-of-the-art telephone answering service to receive all construction and service complaints that will assure that only a minimum of callers shall receive busy signals when telephoning the office. A sufficient number of customer service representatives will be provided so that callers are not required to wait beyond a reasonable time for such service. The telephone number of the local office shall be listed in the telephone directories serving the City. The telephone service shall be operable to accept complaints twenty-four (24) hours a day, seven (7) days a week. Inquires and complaint calls shall be accepted in person over the telephone twenty-four (24) hours a day, seven (7) days a week. 11.4 Collection Account. The Grantee shall maintain an account in a bank located within the service area of its cable television system for depositing monies received from subscribers of this cable system and for making refunds and other payments to such subscribers. 11.5 Log of Customer Complaints. The Grantee shall keep a maintenance service log which will indicate the nature of each service complaint, its location, the date and time it was received, the disposition of said complaint and the time and date thereof for a period of three (3) years from the occurrence of the complaint. The log shall be made available at reasonable times for periodic inspection by the Grantor at its request. 11.6 Notice to Subscribers. The Grantee shall provide written notice to each subscriber at intervals of not more than one (1) year, of the procedure for reporting and resolving subscriber complaints, including the subscriber's right to complain in writing to the Grantor of the Grantee's failure to resolve a service complaint which is preventable and reasonably within the Grantee's control. The proper address of the Grantor to which complaints may be directed shall be included in such notice. 11.7 Designation of License Administrator. The Grantor or its designee may appoint a City employee or employees who shall be responsible for continuing administration of this license and the implementation of complaint procedures. 11.8 Access to Grantee's officers. Grantee will give Grantor official access to all levels of its corporate structure and will, at any reasonable time, meet with the Grantor officials to discuss issues or problems that relate to its cable system. 11.9 Notice of Interruption. The Grantee shall provide notice to the cable system's subscribers of any planned interruption affecting fifty (50) or more subscribers for any period, or where any planned -29- interruption affects any number of subscribers for a period of more than one (1) hour, unless such interruption is unforeseen and immediately necessary. Reasonable notice of any such planned interruption shall be given to subscribers by an appropriate announcement on the system's local origination channel. 11.10 Records and Reports. The records which Grantee shall maintain at its local business office and the reports which it may be required to provide to Grantor at its request shall consist of books, records, maps, plans, service complaint logs, performance test results and other like materials of the Grantee which relate to the operation of the cable system. Financial information deemed confidential, privileged or proprietary by Grantee shall be afforded such treatment by Grantor and its agents. 12. MISCELLANEOUS. 12.1 Termination. This license may be terminated prior to its date of expiration by the City Council in the event the Council finds, after thirty days, notice of the supposed termination and after a full public hearing of forwarding due process, that (a) the Grantee has failed to comply with any provision of this Agreement; or (b) any provision of this Agreement has become invalid or an enforceable and the City Council -30- further finds that such provision constituted a consideration material to the granting of this license; or (c) the City acquires the cable television property of the Grantee. Failure to comply with any of the conditions of this License, shall constitute cause for the forfeiture hereof, in addition to all of the rights held by the City. If this City forfeits this License, Grantee shall be excluded from any further operations hereunder. If the License is forfeited by the City, or if the Grantee shall cease operations under this License for any reason, Grantee shall contact the City Public Works Commissioner, or such other person as the City may designate, and perform all work necessary to attain certification that any facilities installed by Grantee in the public roads pursuant to encroachment permits have been removed or left in a condition that does not require removal and that no further action is needed to protect the public interest. 12.2 Amendments. This Agreement may be amended only by the mutual written agreement of the parties hereto. 12.3 Severability. If any section, subsection, sentence, clause, or phrase of this Agreement is for any reason held to be invalid, preempted by state or federal law or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Agreement. The -31- parties hereby declare that they would have executed this Agreement and each section, subsection, sentence, clause and phrase hereof, irrespective of the fact that any one or more of the sections, subsections, sentences, clauses or phrases hereof be declared invalid or unconstitutional. IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement the date and year first above written. APPROVED AS TO FORM: 7ial Coun `t e City t1 -32- CITY OF LA QUI TA A u ic'pa C oration ti B It p ATTEST: Clerk n By William J. Ryan, President Palmer Communications Inc. 74-175 El Paseo P.O. Box 368 Palm Desert. CA 92261 (619) 340-2225 02 - KCBS, CBS Los Angeles 03 - KESQ, ABC Palm Springs 04 - KNBC, NBC L.A./Ads 4-U 05 - KTLA, Independent L.A. 06 - KMIR, NBC Palm Springs 07 - KABC, ABC Los Angeles 08 - KCL'T, PBS Los Angeles 09 - KHJ, Independent L.A. 10 - KTEN, local/Prime Ticket 11 - KTTV, Independent L.A. 12 - SIN Television Network 13 - KOOP, Independent L.A. 14 - Lifetime 15 - Satellite Program Network 16 - Nashville Network 17***Showtime is - Viv CHANNEL LINE-UP 19***Galavision 20***The Movie Channel 21 - Arts & Entertainment 22***Home Box Office 23***Cinemax 24 - ESPN 25 - CNN Headline News 26 - USA Network 27 - Christian Broadcast Network 28 - The Weather Channel 29 - Video Hits One 30 - C-Span 31 - Nickelodeon 32 - Reserved for future use 33***Disney Channel 34 - Cable News Network 35 - Government Access 36 - Educational Access If you have any questions please call..............340-2225 or 341-2888 Repairs .... 340-4555 All channels are subject to change without notice. ***Optional Coachella Valley Television/CVTV Channel 10 Services of Palmer Communications, Incorporated ATTACHMENT "A" EXHIBIT "B" TO FRANCHISE APPLICATION Schedule of proposed rates and charges for cable television services to subscribers within the City of La Quinta CQACEMLIA VAi T F'Y TELMSICN PRICE LIST Basic cable service (1 outlet) ................................................$ 11.00 Eachadditional outlet .................................................. ....$ 3.15 (24 channels with cableready TV set) Extended basic service........:...............................................$ 3.00 Wireless remote control.......................................................$ 5.00 Installation on first outlet .................................................. 30.00 Installation on any additional outlets ......................................... 10.00 Installation Premium Service (addressable only) ...............................$ 10.00 Installation Premium Service (Truck roll).... ; ................................ $ 10.00 Lateral Swap 1 premium for another (Truck roll).......... ....................`, 30.00 Lateral Swap 1 premium for another (addressable) .............................$ 10.00 InstallationFM...........................1..................................$ 20.00 FM on additional outlet.......................................................$ 3.15 Relocateoutlet.............................................................5 30.M . Reconnectservice.............................................................$ 30.00 VCR hook-up at same -time of installation......................................5 10.00 VCRhook-up.. ............................................. ..............$ 30.00 IIX=TAINMENT CgANNFIIS M - The Movie Channel H = Home Box Office S = Showtime C = Cinemax D = Disney Channel G = Galavision 1 Channel .... ..................... ......................$.11.00.w/remote. $'16.00 1 Channels w/Disney........................................$ 22.00 w/remote $ 27.00 2 Channels ................................... ...........$ 21.00 w/remte $ 26.00 2 Channels w/Disney......................................... $ 32.00 w/remote $ 37.00 3 _Channels... ....................... ....................$ 30.00 w/resmte $ 35.00 3 Channels w/Disney........................................$ 41.00 w/remote $ 46.00 4 Channels .................. .............................. ¢ 38.00 w/FREE Ramte 4 Channels w/Di.sney................. .................... .$ 44.95 w/FREE Remote 5 Channels... ......... .................. ..............$ 49.00 w/FREE Remote .5 Channels w/Disney............. ........ .................$ 55.95 w/FREE Remote` CVTV VIDF) CLUB Video Membership ................. .........................$ 37.10 w/Tax CTIV Video Club for limited service homes.. .................$ 7.50 (monthly) CVTV Video Club for home with a CVTV (MSCH)................. Free rental tapes Star Ship Stereo..... .................. ......... ......$ 7.50 (monthly) EXHIBIT "C" TO FRANCHISE APPLICATION 1. System Configuration. CVTV's cable television system within the City of La Quinta consists of a residential network which is capable of bidirectional communication in its configuration. 2. Channel Capacity. The cable television system has been installed to deliver signals at frequency up to 400 megahertz (MHz), with specific capacity as indicated below. Cable Signal Signal Channel Network Direction Frequency Range Capacity Forward Downstream 50-400 MHz 54 Channels/FM Reverse Upstream 5-30 MHz 4 and data The cable television system shall provide at a minimum 32 activated channels. At such time as demand develops for additional activated channels, grantor and grantee shall negotiate in good faith the number of activated channels to be added, not to exceed a total of 54 channels, and the schedule upon which they are to be made available. 3. Satellite Earth Stations. Grantee shall provide two satellite earth stations, or t e equivalent in reception capacity. Grantee shall provide sufficient earth station reception capability to receive signals from all operational communication statellites that generally provide at least six established program services carried by cable systems. 4. Capacity for Interactive Residential Services. Grantee shall provide initially the capability for security alarm monitoring and shall make such capability available to private local security organizations on a leased channel basis. 5. Cable Casting Facilities. Grantee shall maintain and operate a color equipped studio with full capability for live programming within the service area of the Coachella Valley cable television system. 6. Emergency Alert Capability. Grantee shall provide the system capability to transmit an emergency alert signal to all parti- cipating subscribers. 7. Standby Power. Grantee shall provide standby power at the cable communication system control center and at all hubs. 8. Applicable Technical Standards. (A) Forward signals - Class I Channel Signals. The system shall be capable of carrying 54 Class I television channels and the full FM broadcast band. The combined forward trunk and distrubtion system shall deliver signals to each subscriber's television receiver that will meet or exceed the following specifications at the mean system temperature of + or - 70 degrees F. This shall include the effects of dropped cables, interior splits, and any terminal equipment such as de - scramblers or set top converters. (1) Carrier to noice 36 Db (2) Hum modulation 5% (3) Peak to valley NE6 MHC channels 6 Db - 5 to 30 or 5 to 400 MHC 12 Db (4) Adjacent channel 3 Db (5) Composite triple beat - minus 53 Db (6) Cross modulation - minus 53 Db (B) Reverse Signals. The reverse channels shall have the cap�i'lity of providing return signals from any subscriber tap to the extreme end of any area without noticeable signal degredation or interface. (1) The system capability shall include transmission of color video, black and white video, and both high and low speed data, whether analog or digital. (2) If necessary to prevent the build up of noise and distortion products, the area shall be divided into sections, and subtrunks run to a central hub within the area. Equivalent alternatives such as addressable taps or switches may be utilized. (3) No more than 50 dBmV output level shall be required of any customer interface device to meet the system specifications. 74175 IL PASBO.•..714. 346.8157 Aril,, 1C 3", PALM DESERT, CAUF. 42260 "CC PERFORMANCE TESTLOG FCC 76. 601(c) The operator of each cable television system shall conduct complete perform ance tests of that system at least once each calendar year (at intervals not -tb exceed 14 months) and shall maintain -the resulting test data on file at the system's local office for least .ive (5) nears. It shall be made available for inspection by the Commission on request. SYSTEM. -LA QL'INTA - DATE •12/15/85 - COACIUD L.LA VALLEY TELEVISION -3 FCC TESTS Calle Chillon @ Ave Villa La Quinta Stageline Dr. @ Double Diamond Thousand Palms E1 Toro @ Don Quixote Rancho Mirage Cholla Dr. @ Cat Creek Palm Desert Burr St. @ Ave 41 Indio Calhoun St. @ Ella Thermal Tyler St. @ Castro's R.V. Coachella Indio Springs Dr. Indio Country Club @ Lake Mirage Rancho Mirage r•',. ?ialgar @ Ocotillo Rancho Mirage Raymond @ National Lumber Cathedral City Date Palm @ Baristo Cathedral City ' 74.175 EL PASEO - 714 - 34&8157 BOX 368, PALM DESERT, CALIF. 92260 SUMMARY OF FCC STANDARDS (From FCC Rules and Regulations, Part 76, dated September, 1 as amended October 10, 1973. Applicable to all Class 1 0) Cable Television Channels.) FCC Reference System Parameter Standard 78(a) t11 Channel frequency boundaries Refers to channel frequency assignments (Sect, 73.603(a) of Rules). FCC approval required for non-standard assignment.. No test required. 76.605(a) (2) Visual carrier frequency without set converter (2) 1.25 MHz t 25 kHz above lover boundw of channel with set converter 1.25 MHz t 250 kHz above lower boundary of channel 76.505(s) (3) Aural carrier separation(31 4.5 MHz t 1 kHz above visual carrier frequency 76.605(s) (4) Minimum visual carrier level 0 damV 75.605(a) (5) Visual carrier level variation For any channel over 24 hr. period 12 dB, max. Between adjacent channels 3 dB, max. Between any two channels 12 dB, "x. Maximum level Not to overload subscriber's set 76.605(s) (a) Aural carrier level I 15 3 2 dC below associated visual carrier level. 76.6051a) - (7) Num and low-freouency disturbr+ee level 5% peak -to -peak modulation, max. 76.605(413) Channel frequency response s 3 ta, na:.: within -C.$ and K yiaual carrier frequency 76.605(s) (9) Visual carrier -to -noise ratiol4) 36 dB, min. Visual cart ier•to•eoehannei ratie(il 36 dE, min.. 76.605(8) (10) Visual car r irm o- coherent disturbance ratio ` 46 dB, min. 16.6051a) (11) I Subscriber terminal notation ! ID dB, min. 76.605(s) (12) Radiationl'I Up to and including 54 MHz 15pV/m, max.: at 100 feet Over 54 MHz up to and inctuding 216 MHz 20N V/m, max.: at 10 feet Over .216 MHz I 15pV/rn, max.: at 100 feet 11) A Class I cable television channel is one in which broadcast teievision'proyrams are relayed to subscriber terminals. (2) Test not required where signals are carried "on -channel" and Introduced to the cable system by a simple amplifier t heterodyne proceuarusing a single local oscillator. (3) Test not -required where the broadcast (ntercarrier separation is not tltered by the transmission of signal to tt: system or by the cable system itself, . 14) Applicfbie to signals delivered to subscribers within the predicted grade B contour of the signal or first received the grade B contour, 15) Without regard to cim of cable television channel. 74-175 EL PASEO - 714 - 346-8I57 BOX 368, PALM DESERT, CALIF. C2260 FCC PERFORMANCE TEST LOG SYSTEM LOCATION PALM DESERT/INDIO/RANCHO MIRAGE SYSTEM OPERATOR COACHMIA VALLEY J`ELEVISI.UP) 11-1 75 El. PASEQ PA —um DEFFRT -(,A, 92260 DA-E SYSTEM BEGAN OPERATIC NO. OF SUBSCRIBERS TEST DATE(S) 12,/?5/85 — 01 TESTS CONDUCTED (Refer to Summary of FCC Standards on next page.) -- I . FCC Reference 76.605(s) (1) 76.605(a) (2) 76.605(a) (3) 76.00S(a) (d) 76.605(s) (5) 76.605(a) (6) 76.605(a) 17) 76.605(a) (8) 76.605(a) (9) 76.605(a) (10) 75.605(s) (11) 76.601(a) (12) System Parameter Channol frequency boundaries Visual carrier frequency Aural carrier separation Minimum visual earrser level Visual carrier level variation Aural carrier level Hum and iow-trequencv disturbance level Channe! frequency ►esaonse Visual carrier -to -noise ratio Visual carrier •to-cocrianneI ratic Visual carrier -to -coherent disturbance ratio Subscriber terminal isolation tRadiation Test Conducted X X X /A NR 7 'Insert NR to mean not required (and not tested) at this time according to the most recent tchaduie for testing ordr,:.. by the FCC. c: vain je - • 74.175 EL PASEO - 714 - 346.8157 BOX 368, PALM DESERT, CAUF. 92260 .�. TEST PROCEDURES Where a generally recognized standard test procedure (such as those issued by the NCTA) is used, indt the issuing agency and the standard number. Where a non-standard test procedure is used, provide a sk, of the test setup and a description of the procedure on the following pages. System Parameter Test Procedure Standard Non -Standard Visual carrier frequency Aural carrier separation X Minimum visual carrier level Visual canter level variation Y Aural c trier level Hum and low -frequency disturbance level I X Channel trequency resaonse I �• Visual carrier -to. noise ratio Visual carrier-totochannel ratio ! NIR Visual carrier -to -coherent disturbance ratio j ► '.; Subscriber -terminal isolation Radiation. x l e 7d-175 EL PASEO • 714 - 346-8157 BOX 368, PALM DESERT, CALIF. 92260 mrM COACIiELLA VALLEY M,EVISIOIN cwm 01 /30/86 LCCATM - PALM DESERT /INDIO /RANCI 10 MIRAGE/ L A QUINT A STATEMENT OF OUALIFr„iaTi0NS Steve Schneider TITLE eci nician a)waNY, CVTv FCC LCME Cuss NIA IMNK K7 N/A rysyATJE N/A_ EXPERCt=___ 9 Years — IEDUCQTON NCTI CIIIEF TECH CERTIFIED I TES ' EDUJPmFlJT mean m.mup.Mmom TFC-7 TEXCAN Frequency Counter 1880 KAVEIEK Spectrum Analvzer - i:, Meter Di ol.c Antennn ( j ( � I M i � I 1 .( i ( ( I i 10Fr I Amplitude and Differential of Visual and I,ural Carriers The CATV Preamplifier and SPectzl.-n J%,nalv-cer sicrnal revels were calibrated in accordance with the manufacturer's inst.ruc ians. Signals fr rn the test point of the cor.bining network or the subscriber tap -off device were then connected to the input of the CATV Preamplifier. The output of the Preanplifier was connected to the input of the Spectrum Analyzer. The amplitude cf the visual and aural carrier was recorded. The amplitude of the aural carriez in a' was then subtracted from the amplitude of the visual ca`--rier in the db in order to deterridne the amplitude differential bet -men the visual and aural carriers. The above test was repeated for all charnels at the headend and subscriber terminal test locations. SpectsL^n Analyser I . Test Prodecures and Eeuicment Block. Diac.-2-xn - cont.Lnued Radiation The output of a calibrated Dipole Antenna was connected directly to the input of the -Spe,t- Analyzer. The-Zpect um Analyzer was care- fully calibrated -to establish an ab 1=a reference level. The Dipole. ,- was then positioned within _ten feet of the coaxial cable, rotated zor maXImum indicated signal and the ampliitued of the signal was read directly from the Specth n Analyzes._ The indicated amplitude of the Spectrum Analyzes was then =mpared -to the published dipole correction -facts .chart and the absolute signal -level was determined therefrom. The above test was Performed on Cannel 3 and 12 at each subscriber test location. Dipole Antenna Spec~ —rum Analyser "'est Procedures and Block Diagram - cc;.ti.:ueci Faun 2 baulation The 1880 A.nalvzer is capable of Autcrre is H:m: Measu_Tement 'e hen the Hum function is initiated the ins= ment autanatLcally narrows the fzemuency span to 101%2iz and activates an internal filter before making the actual measurement. To initiate the measurement an ummodulated carrier at 118 IOL- was locked and center freQuency. Attenuation was set for optimum level and the aforementioned Hum function was activated. Results were displayed both alph-numerically and visually with +/--.11 accuracy. . --1 S_x_ct.rum Ana1._vse_rl General Description Coachella Valley Television operates CATV Systems in the communities of Palm Desert, Indian Wells, Bermuda Dur,es, Indio, Coachella, La Quinta, Palm Desert Country Club, Thousand Palms, Rancho Mirage, and Cathedral City. All are in Riverside County ill California. We operate a central headend of 54 channel capacity in Palm Desert. Rancho Mirage and Indio are served from Palm Desert by A.M. Microwave. Ten Los Angeles Television Broadcast signals are carried on the system, all of which are delivered to the headend by a common carrier microwave company. In addition to the Los Angeles signal:, two television Broadcast Stations from Palm Springs are also carried. One channel is used primarily for local origination, and is located at our office on El Paseo Drive, ill Palm Desert. Two channels have character generator originated advertizing informa- tion during Network Duplication. All mid and superband frequencies are occupied by T.V.R.0. supplied signals from Galaxy I Satcom III or Satcom IVti•';.These include five scrambled channels carrying Showt:ime, iiBO, The Movie Channel, and the Disney Channel. All eleven communities are served by CATV system of conven- tional solid s eate design utilizing separate trunk and distribu- tion facilities. A complete set of tests were conducted -for each group of communities at the central headend-including the microwave sys- tem transmitters and receivers. Measurements were made at three widely separate points in the system, all of which represent points most distant from the headend or hub in the geographical area serviced there -by. Test equipment used for making the measurements consisted of the following: Texcun Model TFC-7 Frequency Counter Wave Tek Model 1880 Spectrum Analyzer Wave Tek Model SAM III Signal Analysis Meter Wave Tek Model 1880 Spectrum Analyzer Dipole Antenna Test Procedures and Equipment Block Diagrams Subscriber Terminal Signal Levels and 24 hour Variations Signals from the subscriber tap -off device were connected to the input of a Field Strength Meter. The calibrate adjust control on the Field Strength Meter was adjusted to produce mid -scale read- ing on the meter. The indicated visual .carrier level of each channel was then recorded at approximate eight hour intervals over Test Procedures and 'Block Diagrams - continued Carries to Noise A preprc-ramed fur..^~_;;,n of the Wavete} 1-880 Analyzer. The instrument autam�--ic ally measures the amplitude of both the carrier and the noise floor, ccffputes the difference and corrects for band width differences. Accuracy is ± .5 DELII.V. Spect -arn ;.nalyser I J J v C\ 00 T G1 Ln N CN c 1 T n V1 T O C C` O O O C O - CN In V) T In tf1 T lT V') Vl t.1 T IT IT V) Vl T V) Ul Ln -7 T 0 ti t M -. N r11 N -T C T ON G ;� �T f •r T n In n In n In r� 'T n Ln n V1 r� T n to n V1 n In n V`) n In n Q> In > n z I cn I �. �, T .:1.0 n n co •� O I — — — � ( U;^: •! V •' ;�I .7 CD- xi ` ^ I i ,C ( M n ,;� N n I :--. ^ I I G'" (-I � to O to �? C Ln C`J n i ^n v-+ C-1 r. n r� in -j- (4yJ�i CN n -, r or van Ir of Y aZ �� ♦1 r11 a u1�1� N N � r �' (M] 1� N �/'� N t� 1 l/� a l 1 In l!•� 1 (! t a 1/� f V tr) ( Lf) C V l t t/'� (V 11� V'7 a CV d (`Q� Ln�D �D rN� �N+ COI CV •! ca1 i I cV ch LnU2Cn C�J N 1 3 I 1 �' .�- K 1 v1 ;�� uJ v, ✓l v} uJ v co Ica L'1 W cr n u C 1.4 icj +J y v co M Gi '1/aZ(el 47e4a4u4w6.. 74-175 EL PASEO • 714 - 346.8157 80Y, 368, PALM. DESERT, CALIF. 02260 I VISl114L CARRIER LEVEL VARIATION TESTS (NWI►ed of Three Locotlons ) ?-.ST LOCAT10141 TEST roit.,T" I' AFTER AND LINE EXT'tT�, LOCATED AT** CALLE. Cli-LLlO:`r` (s AV%1;iI;'<i ','ILEA - La C• IIi�IA i In,w s, f3-hr, ins+real) rns (Appros. 6-hr. Interval) Coble � Max. Vorlotlan Over 1 fire. Cole Mor, lorlc( I firGwr 24 Visual Lsre i dL4rlV Visual level MW I 2 � 10 U 1 n I L I 4 11 11 lf) 10 6 12 14 ,� I 0 A 6 ,o C 151h 015 15 lrl 3 D I I i 5d Imo. E 16 16 I5 C 1 � 17 16 k 1 �, -►;ojL I Difl. I M11. CM. Id0)I 3 { i I � ! 1. I 1i I 1C;� r. ktcx Diff. Z Ch$. (da) 10 I I 16 ,� 17 I 10 i �� ?hs vlsucii sign0, level or, each Chemei shk not very more then 12 decibels within any 24.hc 10 16 1 16 15 14 I period end shall be maintained wllhln, (1) 3 decibels of the visual signal level any visual terrier within 6 Wx nominal frequer.. II• 5 I 14 I - 14 1 12 19 16 15 1� separation and (11) 12 decibels of the visual signal level c 13 14 15 14 1 any other channel, and (111) a maximum level such 11104 signal degr( 14 dotlon due to overload In the subscriber's receive 14 1 14 does rot occur. Kiectricol local lone sub■crlb•r, larminal, top, etc. e«1T►ysleal locations odA.ess, pole no. , sic. I 8 LI J CN � ' �D . � In W �T a v Eft C O C O (n Ln In O Vl O In C O t. � `^ O trl .T �. h$ s s s s s s s r � -��, -- �� a� ly 'Q � o v Cr •h � vim, h h� V) V h h v h s h+ 0 J .� � U C7 h J 'r 1L: N i`I` ,O N N1 C ^V coNI ^I I i U t Q W C n N d lv �� 1 N N C,4 jj zw i u -1 a Q cn O tU uj Nuj Q r 1 � CN NI of U� u i 12.E # I a - a H EXHIBIT A FIRST AMENDMENT TO CABLE LICENSE AGREEMENT THIS FIRST AMENDMENT TO CABLE LICgNSE AGREEMENT (the "First Amendment"), is entered into this _ day of April, 1992, by and between the City of La Quinta (the "City"), a municipal corporation of the State of California, and Coachella Valley Television, a division of Palmer Communications, Inc., a Delaware corporation ("CVTV"). R E I T A L 5: WHEREAS, on May 21, 1986, the City and CVTV entered into that certain "Cable License Agreement" whereby the City granted to CVTV a nonexclusive cable television franchise in accordance with La Quinta Municipal Code, Chapter 5.10; and WHEREAS, CVTV has proposed to transfer and assign its cable television franchise granted by the Cable License Agreement to Palmer Cable Associates, a Florida general partnership; and WHEREAS, La Quinta Municipal Code § 5.10.090(D) provides that a cable television franchise cannot be transferred without prior consent of the City Council expressed by resolution, and then only under such conditions as may therein be prescribed; and WHEREAS, CVTV has agreed, as a reasonable condition to the City Council of the City approving the transfer of the CVTV cable television franchise, to negotiate a new 15 year franchise agreement with the City; and WHEREAS, the City desires assurance that the renegotiation of the Cable License Agreement will be conducted in a good faith manner by the parties and will be concluded in a timely fashion. NOW, THEREFORE, in exchange for the mutual promises contained herein and for other valuable consideration, receipt of which is hereby acknowledged, the City and CVTV agree to amend the Cable License Agreement as follows: 1. Section 1.4 of the Cable License Agreement is amended in its entirety to read as follows: "1.4 Duration. Except as qualified by Section 1.5 below, the term of the License shall be fifteen (15) years from the effective date hereof at which time it shall expire and be of no force and effect." 2. Section 1.5 of the Cable License Agreement is amended in its entirety to read as follows: "1.5 Renewal. Immediately upon the adoption of a resolution by the City Council of the City approving the Grantee's application for transfer and assignment of its License to Palmer Cable Associates (the "Resolution"), the Grantee shall have the right to request renewal of its License. A filing fee of $750.00 shall accompany the request for a renewal. The procedures and standards for renewal shall be consistent with those set forth in 47 U.S.C. § 546, as amended. The Grantee and the City shall negotiate the renewal of the License diligently and in good faith and for a period not to exceed three (3) years from the date of approval by the City Council of the City of the resolution (the "Renegotiation Period"). If, within the Renegotiation Period, the License is renewed, the renewal term shall be for 15 years and upon such conditions as the City and the Grantee shall agree. Should renewal negotiations not be completed prior to the expiration of the Renegotiation Period, then, notwithstanding Section 1.4 above, the term of the License shall expire upon the third anniversary of the date of adoption of the Resolution and be of no force and effect and the Grantee shall have no right or authority to continue operation of its cable television system pursuant to the terms and conditions of its License." 3. Except as amended herein, the Cable License Agreement shall remain in full force and effect and all provisions of the Cable License Agreement are incorporated herein by this reference. IN WITNESS WHEREOF, the City and CVTV have executed this First Amendment as of the date and year first above written. APPROVED AS TO FORM: STRADLING, YOCCA, CARLSON & RAUTH Dawn C. Honeywell, City Attorney CITY OF LA QUINTA a municipal corporat'on By: May ATTEST City Clerk 0203Q/2588/000 -2- PALMER COMMUNICATIONS, INC., dba Coachella Valley Television, corporation Ely: Its: c 0203Q/2588/000 -3-