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Home My WebLink About00-068~ ~t 5V < RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF BUTTE ADOPTING CABLE TELEVISION CUS- TOMER SERVICE REGULATIONS, AND CONDITIONALLY AP- PROVING THE TRANSFER OF CONTROL OF THE COUNTY'S CABLE TELEVISION FRANCHISE FROM CHAMBERS COM- MUNICATIONS CORP. TO AT&T CORP. WHEREAS, pursuant to Resolution 83-120 adopted an or about July 12, 1983 and the "Agreement Granting to State TV Cable, Inc., a Franchise to Operate a Community Antenna Television System" attached thereto as Exhibit C ("Franchise Agreement") (the Resolution and all of its Exhibits including without limitation the Franchise Agreement, "Franchise"), the County of Butte ("County"} granted to State TV Cable, awholly-owned subsidiary of Western Communi- cations, Inc. ("State") a nonexclusive franchise to install, construct, operate, and maintain a ca- ble communications system ("System") in the County for a term of twenty (20) years from the date thereof; and WHEREAS, pursuant to Resolution No. 88-175 adopted on or about November 15, 1988, the County consented to a transfer of the Franchise from State to The Chronicle Publish- ing Company ("Chronicle"); and WHEREAS, pursuant to Resolution No. 88-191 adopted on or about December 13, 198$, the County consented to a transfer of the Franchise from Chronicle to Cooke CableVision, Inc. ("CCI"); and WHEREAS, pursuant to Resolution No. 90-22 adopted on or about January 30, 1990, the County consented to a transfer of the Franchise from CCI to Chambers Cable of Southern Cal., Inc., an Oregon corporation, ("Franchisee") awholly-owned subsidiary of Chambers Com- munications Corp., an Oregon corporation ("Chambers"); and WHEREAS, section 20 of the Franchise Agreement provides in part as follows: All of the rights and privileges and all of the obligations, duties and liabilities cre- ated by this Franchise shall pass to and be binding upon the successors and as- signs of the Grantee; and the same shall not be sold, assigned, transferred, leased, or otherwise disposed of in whole or in part, either by forced or involun- tary sale or otherwise without the prior consent of the County of Butte embodied in a resolution of the Board of Supervisors and then only upon such terms and conditions as may be therein prescribed, provided, however, that this section shall not prevent the assignment of the Franchise by Grantee as security for debt without such approval; and provided further that transfers or assignments of this R000414 Page 1 of 31 Franchise between any parent and subsidiary corporation or between entities of which at least fifty percent (50°l0) of the beneficial ownership is held by the same person, persons or entities ar transfers of a fractional interest in the Grantee as between the present shareholders shall be permitted without the prior approval of the County of Butte. The consent of the County of Butte to a transfer may not be arbitrarily withheld; provided however any transferee must show financial re- sponsibility satisfactory to the County of Butte. WHEREAS, on or about December 21, 1999, Chambers filed an application for consent by the County to a change of control pursuant to section 20 ("Form 394"}; and WHEREAS, pursuant to the Form 394, Chambers proposes to transfer control of the County's franchise ("Transfer"} to AT&T Corp., a Delaware corporation, ("AT&T"} by means of a merger by and between Franchisee and Chico MergerSub, Inc., a Oregon corporation, {"Merg- erSub") which is wholly-owned by AT&T whereby MergerSub will merge with and into Franchi- see, with Franchisee as the survivor and all of the outstanding stock of Franchisee will be ex- changed for stock of AT&T and AT&T will be issued new stock in Franchisee so that after the transaction, Franchisee will be a wholly-owned subsidiary of AT&T ("Merger"}; and WHEREAS, the County finds it desirable in the exercise of its constitutional police pow- ers conferred by Article XI, Section 7 of the California constitution for the promotion and protec- tion of the peace, health, safety, and general welfare of the citizens of the County to enact cus- tomer service regulations applicable to the greatest degree allowed by law to all video providers, as that phrase is utilized in California Government Code § 53088.1 and California Business & Professions Code ~ 22770, including specifically and expressly all persons and entities involved directly or indirectly with the operation of the System including without limitation the Franchisee; and WHEREAS, the County has not heretofore undertaken an audit of franchise fee pay- meats under the Franchise. NOW, THEREFORE, THE BOARD OF SUPERVISORS OF THE COUNTY OF BUTTE hereby resolves as follows: 1. Recitals. All of the foregoing recitals are true and correct. 2. Customer Service Regulations Adopted. The customer service regulations attached hereto as Exhibit B ("Customer Service Regulations"} are hereby adopted. The County hereby gives notice, pursuant to 47 CFR 76.309(a}, that it intends to enforce the "cus- tomer service obligations" set out in 47 CFR 76.309 ("Federal Customer Service Stan- dards"), as that section now exists or may after be amended, as against the Franchisee as an affected cable operator, provided that the terms, conditions and provisions of the Customer Service Regulations shall prevail over any conflicting or inconsistent provi- sions of the Federal Customer Service Standards. To the extent that the Federal Cus- Comer Service Standards should provide a standard not otherwise provided or applicable under the Customer Service Regulations, the remedies and enforcement provisions of R000414 Page 2 of 31 the Customer Service Regulations shall apply to any violation of the Federal Customer Service Standards. 3. Conditional Approval of Transfer to Franchisee. The proposed change of control of the Franchise and of the System from Chambers to AT&T is hereby approved subject to the satisfaction of each of the following conditions: a) Certificate of Acceptance Required. Franchisee shall reaffirm its unconditional acceptance of all of the obligations under the terms and conditions of the Franchise {subject only to Applicable Law}, including without limitation this Resolution, and the Customer Service Regulations, by filing in the office of the County Clerk-Recorder within thirty {30) days after the completion of the Transfer but in any event on or before De- cember 31, 2000 an acceptance in the form set out in Exhibit A attached hereto. For purposes of this Resolution, "Applicable Law" shall mean any law, statute, charter, ordi- nance, rule, regulation, code, license, certificate, franchise, permit, writ, ruling, award, executive order, directive, requirement, injunction {whether temporary, preliminary or permanent}, judgment, decree or other order which has been issued, executed, entered and deemed applicable to County, either specifically or by reference to a class including County, by any court of competent jurisdiction or other federal or state department, commission, board or agency. b} Filing of Instrument of Transfer. The Franchisee shall file a duly executed copy of the written instrument of Transfer (or a duly attested certification of an officer of Fran- chisee that the Transfer has been consummated) in the office of the County Clerk- Recorder within thirty (30) days after the completion of the Transfer but in any event on or before December 31, 2000. c) Proof of Qualification to Do Business in California. Franchisee and TCI West, Inc., a Delaware corporation {"TCI West"}, shall each file in the office of the County Clerk-Recorder within thirty {30} days after the completion of the Transfer but in any event on or before December 31, 2000 written evidence that it is qualified to do business in the State of California as certified by the California Secretary of State. d} Service of Notice on TCI West. By the filing of the Certificate of Acceptance by the Franchisee filed pursuant to subsection a of this section, Franchisee agrees that it shall be bound by any notice or statement served upon TCI West with respect to the Franchise and the obligations, duties and responsibilities thereof. e} Acceptance of Franchise Agreement Amendments. By the filing of the uncandi- tional Certificate of Acceptance filed pursuant to subsection a of this section, Franchisee agrees to and accepts each of the amendments to Franchise Agreement as attached hereto as Exhibit C subject only to Applicable Law. Joint County-City Franchise Fee Audit. The County, acting in conjunction with the City of Chico and the Franchisee, shall R000414 Page 3 of 31 retain an independent auditor ("Auditor") to conduct an audit of the franchise fee pay- ments of Franchisee under the Franchise and under the franchise issued by the City and owned by Franchisee for the five-year period ending upon the effective date hereof. The Franchisee agrees, by the filing of the unconditional Certificate of Acceptance filed pur- suant to subsection a of this section, that it will pay the full amount of any shortfall in payment of franchise fees as determined by the Auditor within thirty (30) days of the presentation thereof in writing by the County pursuant to the terms hereof. The Auditor shall present the findings of the audit to the City and County and Chambers in written form. The findings shall include an explanation of the basis of the findings of the Auditor far any underpayment or overpayment of franchise fees for the period in question. If the Auditor finds that the underpayment or overpayment, or any portion thereof, appears to have occurred because of an incorrect interpretation of relevant provisions of the fran- chise, ordinance, or of Applicable Law by the Auditor (an "Interpretative Issue"}, then the City, County and Chambers shall each have the right to submit the Auditor's findings on the basis of such interpretation to binding arbitration. Binding arbitration shall be con- ducted by a single arbitrator of the Judicial Arbitration and Mediation Service ("JAMS") in San Francisco, California, selected according to the JAMS selection process. The arbi- tration shall be conducted according to the JAMS process for the arbitration of commer- cial disputes. The decision of the arbitrator shall be final and binding as to each issue submitted to the arbitration. The costs of the arbitrator shall be paid by the party re- questing arbitration. Any request for arbitration shall be made by the party requesting ar- bitration and notifying each other party of the issue to be submitted to arbitration. If the Auditor finds that the underpayment or overpayment, or any portion thereof, appears to have occurred because of any other reason than an Interpretative Issue, then the deci- sion of the Auditor shall be final and binding upon the parties. Each party shall have the right to request the Auditor to provide an additional explanation for any finding of an un- derpayment or overpayment by making such a request within ten (10) days after the parties' receipt of the Auditor's findings. For purposes of the audit, the term "Grantee" as used in the Franchise shall mean and include both Franchisee and Chambers, pro- vided that no gross revenues shall be double-counted by reason of payment by Franchi- see to Chambers. f} "As-Built" Maps of System. The complete set of the "as-built" maps showing the location of the cable communications system installed in the service area shall be re- tained at the office of the Franchisee within the boundaries of the Gounty subject to de- livery of a complete copy of such maps to the County at least thirty (30) days prior to the removal of such maps from the jurisdiction. R000414 Page 4 of 31 g) Reimbursement of County's Expenses for Special Counsel. Concurrently with the filing of the unconditional Certificate of Acceptance filed pursuant to subsection a of this section, Franchisee and TCI West shall pay to the County the sum of Six Thousand Dollars ($6,000) to reimburse the County for a portion its out-of-pocket expense in re- taining special counsel to advise and assist it in the review and approval of the Transfer. 4. Disapproval of Transfer in Event of Failure of Conditions. In the event of the failure of any one or more of the conditions of this Resolution, all of the provisions of this Resolu- tion relating to the approval of the Transfer, including without limitation, the approval of the Transfer as set out herein, shall be null, void and of no effect and the Transfer of control from Chambers to AT&T shall be deemed to have been, by this action, expressly disapproved on the basis of the findings set out in the recitals hereof. ON A MOTION by Supervisor Houx ,seconded by Supervisor Beeler ,the foregoing resolution was passed and adopted this 16'h day of May, 2000, by the following vote to wit: AYES: Supervisors Beeler, Houx, ,Tosiassen, Davis and Chair Dolan NOES: None ABSENT: None NOT VOTING: None (~ ~~~ y. y- ~~-~-=~ JA~JE DOL N, Ghair Boa`fd of Supervisors Y ATTEST: '~ JOHN S. BLACKLOCK, Chief Administrative Officer and Clerk of the Board of Supervisors n Deputy R000414 Page 5 of 31 EXHIBIT A CERTIFICATE OF ACCEPTANCE CHAMBERS CABLE COMPANY OF SOUTHERN CAL., INC., an Oregon corporation, hereby unconditionally, irrevocably and without reservation accepts the RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF BUTTE ADOPTING CABLE TELEVISION CUSTOMER SERVICE REGULATIONS AND CONDITIONALLY APPROVING THE TRANS- FER OF CONTROL OF THE COUNTY'S CABLE TELEVISION FRANCHISE FROM CHAM- BERS COMMUNICATIONS CORP. TO AT&T CORP. and each and every term, condition, re- striction and provision of said Resolution including without limitation the Customer Service Regulations and the amendments to the Franchise Agreement attached thereto and each and every term, condition, restriction and provision of the Franchise Agreement, as amended, refer- enced therein {collectively "the Franchise Agreement"}, subject to Applicable Law. By the execution, delivery and filing of this Certificate, the undersigned further (1}Covenants and promises to faithfully undertake and perform each and every promise, covenant, commitment and undertaking contained in the Resolution and the Franchise Agreement subject to Applicable Law as defined therein; (2} Represents and warrants that this Certificate, the Resolution and the Franchise Agreement and the resulting contract constitute a valid and binding obligation, as to each and every term thereof, enforceable against the undersigned in accordance with the terms thereof subject to Applicable Law as defined therein, (3} Represents and warrants that the execution and delivery of this Certificate has been duly authorized and approved by the Board of Directors of the undersigned; {4} Represents and warrants that the persons who have executed this Certificate are duly authorized to do so by all necessary action. (5} Represents and warrants that the execution and delivery of this Certificate does not violate any provision of the by-laws and/or Articles of Incorporation of said corporation; (6) Expressly declares and agrees that the courts of the State of California shall have ju- risdiction over the undersigned in any action arising under the Resolution and the Fran- chise Agreement and expressly consents to service of process pursuant to California Gode of Civil Procedure Section 415.20(a} at any California office of the Franchisee as to any action arising under or purporting to rise under the Resolution and the Franchise Agreement; (7} Expressly declares and agrees that, for the purpose of any action arising under the Resolution and the Franchise Agreement and far na other purpose, its principal place of business shall be deemed to be within the State of California, and that it shall not assert otherwise in connection with any claim of "diversity of citizenship" under 28 U.S.C. Sec- tion 1441 {b}, provided however that this clause shall not preclude removal to federal court where there is a bona fide federal question of subject matter jurisdiction under 28 U.S.C. § 1331; and 8} Expressly declares and agrees that adequate and sufficient consideration has been provided for each and every promise, covenant, commitment and undertaking of the un- dersigned contained in the Resolution and the Franchise Agreement. 8000414 Page 6 of 31 EXHIBIT A CERTIFICATE OF ACCEPTANCE In witness whereof, this Certificate is executed effective _, 2000. CHAMBERS CABLE OF SOUTHERN CAL., INC. An Oregon corporation, Bv: Its President ACKNOWLEDGEMENT State of County of On this day of in the year 2000, before me a Notary Public, personally appeared personally known to me {or proved to me on the basis of satisfactory evidence} to be the person who executed the within instrument as President or on behalf of the corporation therein named and acknowledged to me that the corporation executed it. R000414 Page 7 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 1.00 DEFINITIONS 1.01 These Regulations may be cited as the "Customer Service Regulations" and shall apply only to video services. 1.02 "Adequate Staffing" as used herein means that sufficient Customer Service Representa- tives are available to respond to customer inquiries within the required Telephone Answer Time hereunder. 1.03 "Basic Service Level" as used herein means any service tier which includes the retrans- mission of local television broadcast signal. 1.04 "Business Day" as used herein means any day which is not a Sunday and not a desig- nated state or federal holiday. 1.05 "Business Hours" as used herein means a nine (9) hour period on any Business Day that falls on any weekday (Monday through Friday} and a five (5) hour period on any Saturday. 1.06 "Channel Outage" as used herein means a loss of a cable signal for at least one channel of cable service reported to the Company and simultaneously affecting at least ten {10} Customers or otherwise confirmed by the Company but which is not a Service Outage. 1.07 "Channel Positioning" as used herein means the cable system channel number on which various programming is located and to which Customer equipment is set far the reception of said programming. 1.08 "Closing Date" as used herein means the date of a Business Day through which all charges are imposed and payments and credits reflected for any given billing. 1.09 "Collection Action" as used herein means any initiation of adverse credit evaluation or re- ferral to any credit reporting agency, association, or bureau not owned or operated by the Com- pany andlor the threatened or actual initiation of legal action. 1.10 "Company" as used herein means any person or entity which constructs and/or operates a cable television system which occupies in whole or any part the public rights of way, including without limitation public utility easements and, to the extent authorized by law, other Video Pro- viders as that term is defined by the Video Customer Service Act (Cal. Govt. Code §§ 53088 et seq.}, provided that no failure, refusal or neglect on the part of the Franchise Authority to en- force the provisions hereof against such Video Providers who are not Franchisees or Licensees of the Franchise Authority shall be a defense or mitigation to any degree whatever to any en- forcement by the Franchise Authority against such Franchisees andlor Licensees. 1.11 "Customer" as used herein means any person in a building comprising four (4} or fewer residential units utilizing video Cable Service provided by the Company for consideration. 1.12 "Customer Service Representative" as used herein means an agent, employee, or con- tractor of the Company authorized and empowered to bind the Company as to the subject mat- ter of the Standard utilizing the term "Customer Service Representative." 1.13 "Customer Service Supervisor" as used herein means one or more agents, employees, or contractors of the Company authorized and empowered by the Company to control and direct the activities of Customer Service Representatives. R000414 Page 8 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 1.14 "Deposit" as used herein means all amounts paid by a Custamer which are not credited to a current charge otherwise attributable to Customer within ten {10) Business Days after receipt thereof. 1.15 "Downgrade" as used herein means a change, deletion, andlor modification of a Cus- tomer's subscriptions to premium services andlor service tiers above the Basic Service t_evel which results in a net deletion of at least one premium service and/or one service tier above the Basic Service Level. 1.16 "Due Date" as used herein means the date of a Business Day not less than ten (10) Busi- ness Days after the inception of the period of cable television service for which the billing is be- ing made by which date payment of the billing is due. 1.17 "Franchise Authority" as used herein means the County of Butte, or the County of Butte's designee, as it is empowered by Federal, State, or local law to authorize the construction and/or operation of a cable television system by franchise, permit, license, contract, resolution, certifi- cate or any other agreement or authorization. 1.18 "Instrument of Payment" as used herein means any means by which a Customer makes payment to the Company, including without limitation cash, check, draft, money order or elec- tronicfunds transfer. 1.19 "Person" as used herein means Any individual or any association, firm, general partner- ship, limited partnership, joint stock company, joint venture, trust, corporation, limited liability company or other legally recognized entity, private or public, whether for-profit or not-for-profit. 1.20 "Poor Signal Quality" as used herein means a signal reception by a Customer below the standards for such a signal as adopted by the Federal Communications Commission, including without limitation Part 76 of the Federal Communications Commission Code. 1.21 "Pre-Cable Condition" as used herein means the array and inter-connection of the Cus- tomer's equipment, including without limitation connection to interior and/or exterior antenna as the Customer's equipment was connected and arrayed immediately prior to installation and in- ception of delivery of cable service by the Company and/or its predecessor in interest. 1.22 "Service Call" as used herein means any work requiring the visit of the Company's repre- sentative to the point of service and any appointment requiring the presence of the Customer, including without limitation installation, repair and additional outlets. 1.23 "Service Center" as used herein means a fixed location where Customers and potential customers may conduct business with the Company. 1.24 "Service Outage" as used herein means a loss of all channels upon the cable system re- sulting from a common cause reported to the Company and simultaneously affecting at least ten {10) Customers or otherwise confirmed by the Company within a given geographical area de- fined by the Company of not less than one-half {"h) square mile. 1.25 "Standard Installation" as used herein means that active cable is in the easement within one hundred twenty-five (125) feet or such greater distance and circumstance as is defined as a 'standard installation' in the Company's franchise agreement with the Franchise Authority. 1.26 "Telephone Answer Time" as used herein means that period of time from the first ring to the Company to the acknowledgment or answer by a Customer Service Representative or to the menu selection presented by an Automatic Response Unit ("ARU"), and includes all waiting R000414 Page 9 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS and/or "on hold" time. Acknowledgment by an ARU without providing the Customer or potential customer the opportunity to select from the menu of options shall not be considered answering the call within the meaning of these Regulations. 1.27 "Toll-Free" as used herein means that no charge shall be imposed upon a party calling from a residential, flat rate telephone at a point of service delivery. 2.00 OFFICE AND TELEPHONE AVAILABILITY 2.01 Availability. The Company shall provide a Service Center located within the boundaries of the County with Adequate Staffing to serve the public and Customers not less than eight (8} hours per Monday through Friday Business Day and for not less than an additional five (5} hours between the hours of 5 p.m. on Friday and 8 a.m. on the following Monday, and to pro- vide at least the following services to Customers and potential customers: (1) Accept payments, (2} Issue, exchange or accept return of remote controls, converters or other equip- ment, (3} Respond to inquiries and/or complaints, and (4) Schedule installation, service or technical calls. 2.02 Telephone Access. During Business Hours, as defined herein, the Company shall main- tain Toll-Free telephone access lines with Adequate Staffing by trained Customer Service Rep- resentatives to provide Customer Service. Outside Business Hours as defined herein, an Ade- quately-Trained answering service or automated answering device is permissible. {1) "Customer Service" includes, without limitation, answering questions, responding to complaints, dispatch of personnel in situations affecting the health and safety of persons, providing information as to Business Hours, and appropriate telephone numbers far Business Hour contacts. (2} "Adequately Trained" includes without limitation the capability to provide Cus- tomer Service services. 2.03 Telephone Service. Under normal operating conditions, Telephone Answer Time by a Customer Service Representative or ARU, including wait or on-hold time, shall not exceed thirty (30) seconds; this requirement shall be attained not less than ninety percent {90%) of the time when measured on a quarterly basis. If an ARU is utilized, the message shall, within thirty {30} seconds after answering the Customer's call, give the Customer the option of speaking to a Customer Service Representative, and the transfer time, including wait or on-hold time, shall not exceed thirty (30) seconds; this requirement shall be attained not less than ninety percent (90%) of the time when measured on a quarterly basis. Under normal operating conditions during Business Hours, busy signals shall not occur more than three percent {3°l0) of the time; this re- quirement shall be attained not less than ninety percent (90%) of the time when measured on a quarterly basis. In the event that the Company's existing telephone equipment shall not be suffi- ciently sophisticated in capability to record, recall and report data as to compliance with the foregoing, the Company shall submit a plan of compliance ("Telephone Compliance Plan"} to the Franchise Authority for approval which shall provide (1) a period of time within which the Company shall acquire equipment of sufficient technical sophistication to record, recall and re- port such data, {2} assurance that the Company will not, in the interim, acquire any additional equipment which is not capable of such recording, recalling and reporting, and {3) the Company R000414 Page 10 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS will, in the interim, undertake reasonable objective sampling observations of its telephone serv- ice to estimate its compliance with the foregoing standards and report the results of that sam- pling to the Franchise Authority. The Telephone Compliance Plan shall be subject to the rea- sonable approval of the Franchise Authority. 2.04 Resolution of Complaints Relating to Customer Service Representatives. The Company may elect to resolve complaints of Customers regarding the handling and or resolution of their matters by Customer Service Representatives in one of the two following ways, depending upon its organizational structure. a. If the Company elects an organizational structure which does not allow Custom- ers to speak with Customer Service Supervisors, and a Customer requests to speak with a Customer Service Supervisor or otherwise evidences dissatisfaction with the handling and/or resolution of the Customer's matter by the Customer Service Representative, the Customer Service Representative shall orally advise the Customer of the Customer's right to file a written complaint regarding the handling and/or resolution of the Cus- tomer's matter by the Customer Service Representative with the Company andlor with the Franchise Authority, offer to provide the Customer with a form devised by the Com- pany for that purpose and, upon request of the Customer so provide that form. b. If the Company elects an organizational structure which does allow Customers to speak with Customer Service Supervisors, and if a Customer requests to speak with a Customer Service Supervisor or otherwise evidences dissatisfaction with the handling andlor resolution of the Customer's matter by the Customer Service Representative and no Customer Service Supervisor is available, the Customer Service Representative shall record the pertinent information, and the Customer Service Supervisor shall return the telephone call of the Customer within one (1) Business Day. If the Customer Service Supervisor shall not achieve direct contact with the Customer on the return call, the Customer Service Supervisor shall leave in any message for the Customer, a direct dial ar extension number which will reach the Customer Service Supervisor for the subse- quent use of the Customer. If the Customer does not answer and an answering ma- chine is not in use, the Gustomer Service Supervisor shall be deemed to have fulfilled this obligation by documenting the date and time of the Supervisors efforts to reach the Customer. 2.05 Customer Service Representative Identification. For purposes of documenting the Cus- tomer's communications with the Customer Service Representative, the Customer Service Rep- resentative shall provide the Customer with his or her name andlor his or her Customer Service Representative number, or other identification utilized by the Company. 2.06 Telephone Listings. Company telephone numbers shall be listed conspicuously on all customer bills, and in the major directories published by all telephone companies operating within boundaries of the Franchise Authority. Numbers that are inadvertently omitted by the Company shall be inserted in the next available publishing schedule of the directories. 2.07 Franchise Authority Identification. Telephone number(s) and address (es) of the Franchise Authority shall be listed conspicuously on all customer bills. R000414 Page 11 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 3.00 INSTALLATION, DISCONNECTS, AND APPOINTMENTS 3.01 Installation. All Standard Installations shall be performed within seven (7} Business Days after an order has been placed by the Customer, except in those instances in which the Cus- tomer specifically requests an installation date beyond the seven (7) Business Day period. This requirement shall be met with regard to at least ninety-five percent {95°1°) of all such installa- tions, measured on a quarterly basis. 3.02 Service Delivery Requirements. If the Company cannot provide installation and service within the times specified by section 3.01 above to any residential Customer requesting service, the Customer shall be provided with a copy of the GRP containing the service delivery per- formance requirements imposed as to the Customer's area or location by the applicable Fran- chise documents and/or these Regulations. 3.03 Voluntary Disconnection and Cessation of Billing. The Customer shall have the right to disconnect service at any time. Said voluntary disconnection and cessation of billing shall be effective upon the earlier of: {1) The Business Day the Customer makes the request, if the Customer has no Com- pany-owned equipment, or {2) The Business Day the Customer returns all Company-owned converters and other equipment to the Company or one of its approved agents, or {3} The day of an appointment, mutually scheduled as between the Company and the Customer, at which the Company retrieves all Company-owned equipment that is in the Customer's possession. a. A Customer requesting this option for equipment retrieval may request the Company to reconnect his/her television equipment to its Pre-Cable Condition at the time of that appointment. If the restoration of Pre-Cable Condition of the Customer's equipment cannot be restored due to the loss, deterioration or mis- placement of necessary equipment by the Customer, the Company shall be ex- cused from the restoration. b. The mutually scheduled appointment shall occur within seven {7) Business Days following the Customer's request for disconnection. c. Should the Customer, after advisement of the effect of such a request a scheduled pick-up of equipment beyond the aforesaid seven {7) Business Day period the effective date for the cessation of billing shall be extended by that number of days by which the scheduled date exceeds the aforesaid seven (7} Business Day period. d. Should the Customer fail, neglect, or refuse to keep the first scheduled ap- pointment for the pick-up of the Company's equipment, the effective date for ces- sation of billing shall be extended to the next scheduled date of pick-up. e. If the Company should fail, neglect or refuse to pick-up the Company equip- ment at the agreed upon appointment Company shall: (1) Provide the Customer with a credit in the amount specified by Section 4.07{1) below, and R000414 Page 12 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS (2) Thereafter, schedule any further appointments for the pick-up of the equipment at the reasonable convenience of the Customer. (3) The Company, at its option, may provide the Customer with mailers for postage prepaid return of the Company equipment in lieu of the fore- going pick-up procedure, or accept return of the equipment COD. 3.04 Collection Actions. With respect to voluntary disconnections pursuant to the preceding section, the Company shall not initiate any Collection Action against a Customer by reason of the failure to return any cable equipment unless and until the Company and the Customer shall have fully complied with provisions of Section 3.03 above. 3.05 Junction Box Disconnection. The Company in its sole discretion, and upon evidence of theft of service by the Customer or former Customer, may remove its wires from the junction of its distribution system to the outer wall of the Customer's or farmer Customer's dwelling. The Company must repair all damage to exterior walls of the structure so as to prevent any damage resulting from the elements or other external sources. 4.00 SERVICE CALL STANDARDS 4.01 Service Call Response Times. The Company shall maintain a sufficient number of repair technicians and related support staff, equipment, and facilities to enable the Company to re- spond to a Customer request for service in all reasonably anticipated circumstances within the following time limitations: (1) For Service Outages -response within three (3) hours, including weekends and holi- days, after the receipt of notice from Customers meeting the minimum criteria of a Serv- ice Outage. (2} For a Channel Outage -response within nine (9) Business Hours after the receipt of a request for service from Customers. (3) For Poor Signal Quality -response within eighteen (18) Business Hours after the re- ceipt of a request for repair andlor rectification of such Poor Signal Quality. 4.02 Service Call Scheduling. (1} The Company shall offer Customers not less than three (3) "appointment window" alternatives for Service Call appointments, each of which shall not exceed a specific four (4) hour time block, and upon request of the Customer, the Company shall schedule an appointment accordingly, or (2) The Company may schedule a Service Call at any specific time during its Business Hours. 4.03 Service Call Alternatives. In lieu of a Service Call, the Company may arrange for the return and replacement of converters, remote controls andlor other Company equipment through the use of parcel delivery services, COD parcel service, and/or postage pre-paid mailers at the sole cost of the Company. The Company may provide Customers with the option of delivery and ex- change of converters and other Company equipment at specified locations of the Company and/or its agents. The Gompany shall disclose to its Customers no less than once each year the availability of this service. R000414 Page 13 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 4.04 Service Call Response Criteria. The Company shall be deemed to have responded to a request for service or to the Pre-Cable Condition reconnection requirement for the purposes of determining compliance with time limitations of this section when a qualified Company techni- cian arrives at the Customer's location (or the site of the problem requiring correction if other than the Customer's location} and. begins work in response to the request at the time scheduled or during the four-hour block arranged with the Customer, provided that the qualified Company technician continues said work without cessation to completion and rectification to the extent reasonably possible. The service call shall be considered completed upon a determination that no service problem related in any way to Company equipment remains to be remedied and that the signal quality meets or exceeds the guidelines set forth by the FCC. In the case of a Cus- tomer not being home when the technician arrives, the technician will leave written notification of arrival and the Customer will be provided information on rescheduling the appointment. Twa successive failures of the Customer to be present at the appointed time shall excuse the Com- pany of the duty to respond. Moreover, the Company shall be excused from responding at the agreed-upon time for a service call, if the Customer does not answer at least one of two tele- phone calls placed by the Company at least ten {10) minutes apart during the `appointment win- dow' agreed-upon with the Customer, provided that (a) the Customer was told, during the tele- phone conversation in which the agreed-upon window was selected, that the Company would make two such telephone calls prior to arrival of the Company's representative, and {b} the Company has retained records generated by a third-party of the two calls to the Customer dur- ing the `appointment window.' 4.05 No Charge for Gable-Related Service Call. A Customer shall not be charged for a Service Call unless the service request can be demonstrated by the Company to be proximately caused by Customer negligence or damage to the Company equipment due to the failure of the Cus- tomer to reasonably protect the Company-owned equipment {e. g. dog chewing, etc}, and to be unrelated to the Company's system or service. 4.06 Force Majeure. The Company shall not be excused from any provision of these Regula- tions by reason of any cause or excuse except for causes which are not reasonably foreseeable and which are totally beyond the control of the Company and except with respect to causes which have not been contributed to or aggravated by acts or omissions by the Company. The following are examples of acts or omissions by the Company or circumstances which shall be deemed not to be beyond the control of the Company and which shall not con- stitute excuses or justifications for violations: {1) The failure at any time by the Company or its officers, agents or employees to exer- cise diligence in planning, organizing, arranging for or prosecuting the work of construc- tion and installation, or in taking any other action necessary to permit or facilitate the work of construction and installation; {2} Unanticipated cast increases or insufficiency of capital with which to take actions necessary to comply or facilitate compliance with any of the terms, provisions and condi- tions of these Regulations; (3} Considerations relating to economy or cost efficiency, as respects acts or omissions by the Company; {4) Delays occasioned by the failure of the Company to diligently apply far and prosecute any request for a required certificate, approval or consent from the FCC or other gov- ernmental body; R000414 Page 14 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS (5} Delays occasioned by the customary and usual time required to obtain approval to attach lines to poles owned by private or public utilities or in the attaching of cable to the poles; provided that if the Company submits all plans and documentation required by private or public utility in connection with the approval to attach lines to poles, any time consumed by such approval process which is longer than that provided by CPUC Deci- sion 98-10-05 Appendix A, Sections III and IV shall be deemed to excuse the Company from any violations which are proximately caused by such delay in excess of the periods provided therein. Examples of circumstances beyond the control of the Company which excuse the Com- pany from violation and being in breach of the terms, provisions and conditions of these Regu- lations, to the extent and only to the extent that such violations are caused thereby, include the following: strikes, acts of public enemies; orders by military authority or civil emergency authori- ties; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; floods; civil distur- bances; explosions; and/or partial or entire failure of utilities. 4.07 Company Failure to Keep Appointment. For each otherwise unexcused failure of the Company to meet any scheduled appointment within the parameters specified in this Section 4 with a Customer who is available and present therefor, the Company must offer the Customer so affected, in the sale discretion of the Customer after providing oral and/or written information on each of the options below: (1} A credit to the Customer's then current billing balance of not less than twenty dollars ($20}, (provided that the Company may, in its discretion, substitute other credits of rea- sonably comparable value}; or (2) With respect to service connection or repair appointments, an opportunity to elect to seek remedies under California Civil Code Section 1722, if applicable. The Company shall have the burden of establishing that its representative met the date and time period of the scheduled appointment and that the Customer was not present or avail- able. The Company may discharge its obligation to provide information regarding Civil Code section 1722 under subsection (2} above by providing the Customer with a written summary of the provisions thereof which has theretofore been reviewed as to form and content by the Fran- chise Authority. The Customer shall not be deemed to have made an election unless and until the Company shall demonstrate that it has informed the Customer orally or in writing that, by his/her acceptance of the credit specified above, the Customer shall have waived hisJher reme- dies under the Civil Code for the missed appointment. Nothing in the foregoing shall be con- strued to limit the Company's authority to offer a larger credit to Customers than that specified, provided that the same amount of credit shall be offered to all similarly situated Customers in any given period of time. Any credit or payment made to Customers under this section shall be deemed a penalty for failure to meet the requirements of these Regulations and such expense shall not be passed through to Customers in rates or charges far any reason. In addition to the foregoing, the Company shall establish the next succeeding service call at a specific date and time agreed to the Company and the Customer. R000414 Page 15 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 5.00 SERVICE OUTAGES, REFUNDS AND CREDITS 5.01 Gredit for Outage. Upon a telephone or written request of a Customer which is received by the Company within seven (7} Business Days asserting that the Gustomer has experienced an outage which, if taken together with others could constitute a Channel Outage or Service Out- age, has occurred, the Company shall investigate and substantiate the cause of the outage or interruption. Far outages which are not excused pursuant to Section 4.06 above, the Company shall credit the Customers account in an amount equal to one {1) day's proration of the total monthly charges to the Customer for that month, exclusive of taxes, for each increment of twenty-four (24} hours or portion thereof in excess of the initial four (4) hours of time of the out- age of one or more channels. 5.02 Refund Check Processing Time. In the event that a refund is due to a Customer at the time of a service disconnection, such refund amount must be paid to the Customer within thirty (30} Business Days after such disconnection provided that all equipment of the Company shall have theretofore been returned. 6.00 BILLINGS, DEPOSITS, AND DISCONNECTIONS 6.01 Billing Detail. Every Company billing to a Customer shall be clear, concise and under- standable. Bills must be fully itemized, with itemizations including, but not limited to, basic and premium service charges and equipment charges. The bill must also specify: {1) A Due Date for the payment thereof which is not less than ten (10) days after the in- ception of the period of cable television service for which the billing is being made. In the case of a delinquent account, the Due Date may be listed as `On Receipt'; (2) The Closing Date of the billing; (3) The amount(s) of all payments and other credits applicable through the Closing Date. Accounts which may be subject to the fallowing charges shall also include the following on their bills: (4) The amount of the Late Charge, if any, which shall be imposed by the Company for instruments of payment received after the Due Date; {5) The amount of any additional fee, if applicable, which may be imposed by the Com- pany in connection with any field collection efforts. 6.02 Late Charges. No late charge may be imposed on any contract or account except in strict compliance Cal. Govt. Code § 53088. 6.03 Deposits. In the event that the Company retains any Customer Deposits, such Deposits shall appear and be itemized on each billing to the Customer after payment of the Deposit. Said Deposit{s} shall accrue interest at a rate equal to the effective interest rate for new issues of one-year United States Treasury Bills, issued during the last week of October of each year. This interest rate rounded to the nearest percent shall apply to all Deposits held during the sub- sequent calendar year. Not less than annually on a calendar year basis, the Company shall post to the Customer's monthly bill and itemize thereupon, or in a separate statement, the amount of the interest accrued upon the Deposits} of Customer during that year. If, at any time, the Deposit is applied to an outstanding balance of a Customer, the interest on the Deposit shall be prorated. R000414 Page 16 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 6.04 Involuntary Disconnections. The Company shall not disconnect service to a Customer for non-payment of amounts due until the Company has provided a written notice of its intent to do so to the Customer. The notice shall be mailed no earlier than ten days after the Due Date, and at least fifteen (15) days in advance of the proposed disconnection. The notice shall specify, at a minimum, the following: (1 }The proposed date of disconnection of service; (2) The total payment required and the date by which payment is required in order to avoid disconnection, including any permissible Late Charge pursuant to section 6.02 above; (3} The total amount in arrears, if that amount differs from the payment required to avoid disconnection; and (4) The telephone number of a Customer Service Representative authorized to explain, adjust and resolve such proposed disconnection. In the event that the Company's system is incapable of disconnecting or interrupting the Customer's cable television service by remote action of the Company at the head-end and that a service call is necessary to the Customers location to effect such an involuntary disconnec- tion, the Company may impose a disconnection fee ("Disconnection Fee") not in excess of Ten {$10) Dollars in addition to the Late Charge permitted by section 6.02 above, provided that the amount and circumstances of imposition of the Collection Fee shall have theretofore been dis- closed to the Customer in the Billing Detail pursuant to section 6.01 {3) above, in the notice of intent to involuntarily disconnect pursuant to this section and in the General Rate and Program- ming Disclosure pursuant to section 7.01 et seq. Such a Disconnection Fee may not be im- posed in any other circumstances other than those specified in this section. Nothing in the fore- going shall be deemed to preclude the Company from assessing a field collection fee pursuant to Cal. Govt. Code § 53088.7(b}. 6.05 Disconnection and Downgrade Charges. The Company shall not impose any fee or charge for: (1) Complete disconnection of service; or {2) Downgrading to lesser levels of service if such downgrading is accomplished solely by computer entry or similar simple method, and is requested within thirty (30} days after the Company has given notice of a change in rates affecting the services theretofore re- ceived by the Customer, or (3} Downgrading from any new or additional level of service within thirty (30) days after the Customer adds such level of service if the service was ordered by the Customer as a result of a telephone solicitation, provided that the Company shall be obligated to pro- vide only one such downgrade to each Customer without charge. 6.06 Escrow Account. The Company may, at its option, establish a supervised escrow account wherein a Customer may be required to deposit the disputed portion of any charge pending final determination of the accuracy or legitimacy of that charge, provided that if a final determination as to the accuracy or legitimacy of the charge has not been completed within ninety {90} days from the date of the Customers deposit therein, any such deposit shall be returned to the Cus- tomer notwithstanding the continuing pendency of the dispute resolution procedure. The nature, location, supervision and other procedures relating to the use of such an escrow account are subject to the approval of the Franchise Authority. R000414 Page 17 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 6.07 Customer Credit Reporting. The Company may not disclose, refer, enter or cause or allow to be disclosed, referred or entered ("referral"}, any negative report to any consumer credit re- porting agency, association, or bureau relating to the payment performance of Customer until the Company has provided a written notice of its intent to do so to the Customer. For purposes of this section, any comment or evaluation other than "as agreed" shall be deemed to be a it "negative" report. The notice shall be mailed, separately from the Customers billing, at least seven (7) Business Days in advance of the proposed referral, or, in the alternative, may be de- livered personally at least five (5} Business Days in advance of the referral. The notice shall specify, at a minimum, the following: (1) The date and nature of the proposed referral; (2) The total payment required to avoid referral; {3} The total amount in arrears if that amount differs from the payment required to avoid the referral; (4) The telephone number of a Customer Service Representative authorized to explain, adjust and resolve such proposed referral; (5} The name and address of each entity or agency to whom the Company proposes to make such referral together with advisement that the Customer is entitled to advise said entity or agency of the nature and circumstances of the dispute, if any, with respect to said amount and the proposed referral. 7.00 NOTICES AND IDENTIFICATION 7.01 General Rate and Programming Disclosure. The Company shall provide each Customer at the times and in the circumstances specified in these Regulations with a General Rate and Pro- gramming Disclosure ("GRP Disclosure"). The GRP Disclosure shall contain at a minimum: (1} All of the programming bundling, tiers and combinations, equipment, and services currently available pursuant to the Company's obligations to provide uniform service and rates {and subject to lawful exceptions thereto, such as limited time promotional offers), and the rates and charges which apply thereto, including without limitation all installation charges; (2} The Channel Positioning of all programming bundling, tiers and combinations, and custom Channel Positioning, currently available pursuant to the Company's obligations to provide uniform service and rates, public access and leased access to cable facilities (and subject to lawful exceptions thereto, such as limited time promotional offers}. {3) The amount{s) and basis of any required Deposit(s) and the Company's detailed policies and procedures relating to deductions or offsets therefrom; (4) The Company's Toll-Free telephone number, office hours, street address and mailing address, including without limitation, the address {es) to which complaints and inquiries may be directed and a telephone number; (5} The Company's general billing policies and complaint resolution procedures; (6} The full extent of the Customer's liability for Company equipment in the event of loss, damage, or destruction thereof, R000414 Page 18 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS (7) The charges imposed by the Company related to a Customer's account, including without limitation fees and charges for returned checks, and late charges; (8} Notification of the Customer's right to Downgrade or disconnect service pursuant to these Regulations without charge; (9) The Customers right to refer problems, inquiries or complaints to the Franchise Authority at its designated address and telephone number and to request complete copies of these Regulations from the Franchise Authority; (10} The Customer's or potential customer's right to an installation within seven (7) Busi- ness Days pursuant to the provisions of section 3.01 above; (11} The Customer's right to a service call appointment within a selection of `appoint- ment windows' pursuant to the provisions of section 4.02 above; and (12) Notification to the Customer that delivery of the GRP Disclosure precedes any binding obligation in any amount by the Customer for the services or equipment to be provided and that the Customer retains the right to rescind, reject, or modify any earlier incremental service or equipment request which was not accompanied by a GRP Disclo- sure identifying the costs relating thereto at the time of obligation. 7.02 When General Rate and Programming Disclosure Required. The Company shall provide each affected Customer with the GRP Disclosure at each of the following times and circum- stances: (1 } Prior to any binding agreement for the provision of initial cable service to the Cus- tomer by the Company (except for those agreements which were entered into by the Customer prior to the effective date hereof}; (2} Upon request of any Customer at any time; (3) In any event, not less than once every twelve (12} months to each Customer 7.03 Change in Rate andtor Programming Disclosure. The Company shall provide each Cus- tomer at the times and in the circumstances specified in these Regulations with a Change in Rate andtor Programming Disclosure ("CRP Disclosure"}. The CRP Disclosure shall contain at a minimum: (1 } All of the programming bundling, tiers and combinations, equipment, and services currently available pursuant to the Company's obligations to provide uniform service and rates (and subject to lawful exceptions thereto, such as limited time promotional offers), and the rates and charges which apply thereto, including without limitation all installation charges, provided that in the event of a notification of a change in rates, charges and fees, the Disclosure shall disclose both the current rates and the proposed future rates in a form suitable for comparison of those rates; (2) The Channel Positioning of all programming bundling, tiers and combinations, and custom Channel Positioning, currently available pursuant to the Company's obligations to provide uniform service and rates, public access and leased access to cable facilities (and subject to lawful exceptions thereto, such as limited time promotional offers), in- cluding without limitation all changes in Channel Positioning and availability, provided that in the event of a notification of a change in Channel Positioning, the disclosure shall R000414 Page 19 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS disclose both the current availability and placement and the proposed future positioning in a form suitable for comparison of channels; (3} The Company's Toll--Free telephone number, office hours, street address and mailing address, including without limitation, the addresses} to which complaints and inquiries may be directed and a telephone number; (4} Notification of the Customer's right to Downgrade or disconnect service pursuant to these Regulations without charge; (5) The Customers right to refer problems, inquiries or complaints to the Franchise Authority at its designated address and telephone number and to request complete copies of these Regulations from the Franchise Authority. 7.04 When Change in Rate and/or Programming Disclosure Required. The Company shall pro- vide each affected Customer with the CRP Disclosure at each of the following times and cir- cumstances: {1) Upon any change in rates, charges and fees which raises the net monthly cost to the customer of any given programming service, bundle, tier, equipment, or service (or any combination thereof} provided by the Company to that Customer by at least five percent {5%). This shall include, but not be limited to changes to the pricing of any programming bundle, tier or combination of channels. The notice shall include both the current rates and the proposed rates in a form suitable for comparison of those rates. (2) Any transfer of one (1) or more channel(s) from one programming bundle, tier or combination of channels to another programming bundle, tier or combination of chan- nels. (3} Upon any substantial change in Channel Positioning by the Company which shall in- clude, but not be limited to the following: (a) Rny transposition ar movement of the Channel Positioning of any combination of six {6) channels within any ninety (90) day period. (b} Any transposition or movement of the Channel Positioning of one (1) or more channels where the move transfers any channel from a Channel Positioning which permits reception with any customer's television to a Channel Positioning which requires an independent device for reception on any customer's television. (c} Any movement of the Channel Positioning of one (1} or more channels such that it increases the cost to the subscriber to receive that channel in any way, in- cluding without limitation the cost of an independent device necessary to receive the channel. 7.05 Employee Identification. All Company representatives dealing with the public shall have, and prominently display at all times, identification badges identifying the Company and the rep- resentative's name with a current picture to authenticate the representative's identity and affilia- tion. 7.06 Proration in Event of Downgrade or Disconnection in Response to Disclosure. In the event that a Customer should elect to Downgrade services or disconnect within thirty {30) days fol- lowing mailing of a CRP Disclosure in connection with a change in rates, charges, and fees or a R000414 Page 20 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS change in programming, any proration of charges to the time of Downgrade or disconnect shall be at the levels of rates, charges, and fees existing prior to the issuance of the CRP Disclosure. 7.07 Complaint Procedures. Within six {6} months after the effective date of these Regulations, the Company shall file with the Franchise Authority a copy of its written procedures for receiv- ing, acting upon, and resolving Customer complaints. The procedures shall prescribe the man- ner in which a Customer may submit a complaint and the time within which the Company com- mits to investigate and resolve such complaints and, in the event the Company has elected an organizational structure which does not allow Customers to speak with Customer Service Su- pervisors, the procedures shall prescribe the manner in which a Customer may file a written complaint regarding the handling andlor resolution of the Customer's matter by the Customer Service Representative with the Company and/or with the Franchise Authority and the time within which the Company commits to investigate and resolve such complaints. 8.00 LOGS AND REPORTING 8.01 Promotional Material. The Company shall retain for at least one year, and furnish to the Franchise Authority upon request, copies of all promotional material distributed by the Company to Customers, including that material circulated by means of newspapers andlor magazines of general circulation. 8.02 Company's Filing of Documents and GRP Disclosure. The Company shall file with the Franchise Authority a copy of all of its written documentation that will be presented to and exe- cuted by Customers, including without limitation the GRP Disclosure and the CRP Disclosure forms, excepting promotional material. 8.03 Service Request Record. The Company shall maintain for two years a written record {or, at the option of the Company, an equivalent stored on magnetic media capable of reproduction in printed form by the Company) of all Customer requests which result in a Service Call, includ- ing the name of the caller {or account name), date, and the date and time of the Company's re- sponse, and a brief {or coded) description of the problem reported and resolved. 8.04 Installation Record. The Company shall maintain for two years a written record (or an equivalent stored on magnetic media capable of reproduction in printed form by the Company) of all requests for installation {and/or work orders related thereto}, including the date of the re- quest and the time and date of actual service activation. 8.05 Telephone Reporting. Except as otherwise provided by a Telephone Compliance Plan for the applicable period theretofore approved by the Franchise Authority pursuant to section 2.03 above, not later than the first day of February, May, August, and November of each year, the Company shall provide the Franchise Authority with telephone usage reports, in a form rea- sonably approved by the Franchise Authority, detailing its telephone response statistics. These reports shall include the results during the previous quarter for busy signals and telephone re- sponse time. The General Manager of the Company shall certify to the Franchise Authority the accuracy of the statistics and the Company's compliance or noncompliance with the telephone response standards of these Regulations. 8,06 Response to Franchise Authority Inquiry. The Franchise Authority may, from time to time, make inquiry of the Company regarding the Company's response to particular inquiries and complaints of Customers who have contacted the Franchise Authority. In such instances, the Company shall respond to the Franchise Authority staff within six {6) Business Days from re- ceipt of the Franchise Authority inquiry with the date, time, and nature of the Company's prior responses to the Customer and the Company's then-current position relative to resolution of the Customer's inquiry andlor complaint. While the Company's responses are subject to the privacy R000414 Page 21 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS restrictions of Section 631 of the Cable Act (47 U. S. C. § 551 }, the Company may not withhold information from the Franchise Authority upon such asserted grounds if the Customer has given his or her prior written or electronic consent to the disclosure of personally identifiable informa- tion to the Franchise Authority with respect to its review of the Company's handling of the Cus- tomer's inquiry ar complaint. 9.00 ENFORCEMENT 9.01 Attempted Informal Resolution. In the event that the Company shall fail, refuse, or neglect to comply fully with the requirements of these Regulations, the Franchise Autharity shall, except in instances in which time is of the essence in obtaining the Company's compliance andtor the Franchise Authority determines that such efforts would be futile, to notify the Company by letter of its desire to attempt informal resolution and rectification of the Company's non-compliance. Said informal resolution efforts shall be initiated by the Franchise Authority's general statement of the alleged violations under investigation and the general nature of the evidence then known to the Franchise Authority. Notwithstanding the foregoing, the nature and extent of evidence which may be presented by the Franchise Authority or its designee in any subsequent Enforce- ment Hearing, as set forth herein, shall not be limited or abridged by reason of the presentment or non-presentment or recitation or non-recitation of such evidence in the course of the informal resolution efforts. 9.02 Time to Cure. To the extent reasonably consistent with the goal of obtaining compliance with these Regulations, it shall be the policy of the Franchise Authority to notify the Company of a possible or alleged violation and allow a reasonable time (not to exceed thirty {30) days) for the Company to cure the possible or alleged violation. If the Company does so cure, in the ab- sence of aggravating circumstances, it shall be the preference of the Franchise Authority to ab- stain from further enforcement action. For purposes of this Section, "aggravating circum- stances" shall include, but are not limited to, the willful nature of the violation, the length of time the violation has persisted, the seriousness of the violation, and the number of Customers af- fected by the violation. For purposes of this section, mere non-repetition of the offending be- havior does not necessarily constitute a `cure.' Moreover, nothing in the foregoing shall imply that all potential violations are curable. 9.03 Probable Cause Determination. In the event that the informal efforts at resolution are in- effective or otherwise inappropriate, the Franchise Authority may notice the Company to meet with the Franchise Authority on not less than ten {10} days notice to determine whether or not probable cause exists to believe that the Company has failed, neglected or refused to comply with the provision of these Regulations. The probable cause determination shall be initiated by the Franchise Authority's general statement of the alleged violations under investigation and the general nature of the evidence than known to the Franchise Authority. The Franchise Authority shall disclose to the Company all such evidence in its possession that demonstrates that the Company has failed, neglected or refused to comply with the provisions of these Regulations. Notwithstanding the foregoing, the nature and extent of evidence which may be presented by the Franchise Authority in any subsequent Enforcement Hearing pursuant to this section shall not be limited or abridged by reason of the presentiment or non-presentiment or recitation or non-recitation of such evidence in the course of the probable cause determination. The Com- pany, however, shall put forth all relevant evidence at this meeting with the Franchise Authority in order to permit Franchise Authority to make an informed determination on the existence of probable cause to believe that the Company has failed, neglected or refused to comply with the provisions of these Regulations, and non-presentment or non-recitation by the Company of such evidence may result in the Franchise Authority and/or Hearing Officer limiting or denying admis- sibility of such evidence by the Company at any subsequent Enforcement Hearing if the Fran- R000414 Page 22 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS chise Authority and/or Hearing Officer finds that such evidence was available to the Company and was consciously withheld by the Company. 9.04 Hearing. Upon a determination by the Franchise Authority, pursuant to the provisions of this section, that probable cause exists to believe that the Company has failed, neglected, or refused to comply with the provisions of these Regulations, the Franchise Authority may hold such hearings, conduct such procedures, and impose such remedies as are authorized by these Regulations. 9.05 Hearing Officer Option. The hearing may be conducted either by the governing body of the Franchise Authority or, at the sole discretion of the governing body of the Franchise Authority, by a hearing officer appointed by the governing body to conduct the hearing. 9.06 Hearing Officer Selection. If the matter shall be referred to a hearing officer, such hearing officer shall be selected from a listing of neutral, unaffiliated candidates provided by the Ameri- can Arbitration Association {AAA) in San Francisco, California. From the listing provided, each party shall have ten {10) business days to select three candidates as potential hearing officers. The final selection of the person who will serve as hearing officer will be made by AAA. Any such hearing officer shall be an attorney licensed to practice under the laws of the State of California. The cost of providing quarters for the hearing, fees charged by AAA, the compensa- tion and expenses for the hearing officer, if any, and the per diem cost of any reporter retained to record the proceedings shall be borne equally by the Company and the Franchise Authority. The costs incurred by the parties for attorney's fees, expert witness fees and other expenses shall be borne solely by the party incurring the casts. 9.07 Evidence at Hearing. At any hearing conducted as set forth herein, a designee of the Franchise Authority shall put forth evidence showing the alleged failure, neglect or refusal to comply with these Regulations, and shall have the burden of establishing such violation by a preponderance of the evidence. The Company may present such evidence consistent with the provisions of this Section, as it may desire. 9.08 Hearing Procedures. All witnesses testifying at the hearing shall be sworn. Witnesses shall be subject to direct and cross-examination. However, formal rules of evidence applicable to the trial or civil or criminal proceedings in the trial courts of this State shall apply to evidence adduced at the hearing only to the extent that such rules are reasonably necessary in the sound discretion of the hearing officer to the preservation of the probative nature of the evidence prof- fered. The provisions of the Administrative Procedure Act, commencing at Section 11500 of the California Government Code or any successor legislative enactment, shall not be applicable to any such hearing. The hearing may be continued from time to time. Either party may maintain a substantially verbatim record, by means of court reporter or audio or video tape recording. Unless otherwise agreed by the parties, the party requesting the record shall bear the cost thereof. 9.09 Hearing Officer Decision; Options. If the hearing is conducted by a hearing officer, the offi- cer shall prepare, upon conclusion of the hearing, a recommended decision that includes find- ings of fact and conclusions. The recommended decision shall be filed with the Clerk of the governing body of the Franchise Authority and mailed to the parties not later than thirty {30) cal- endar days after conclusion of the hearing. The verbatim record, if such was maintained as permitted herein, shall be made available to the parties, provided that, absent agreement of the parties to the contrary, nothing contained herein shall obligate either party to obtain a written transcript of the record of the hearing. Upon receipt of such a recommended decision, the gov- erning body may, without a hearing, except as otherwise required herein, either R000414 Page 23 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS (a} Adopt the recommended decision, including findings of fact and conclusion submitted by the hearing officer; (b) Adopt the findings of fact and conclusions contained in the recommended decision, modify the decision, and adapt the recommended decision as so revised; (c} Based upon the record of the hearing, modify the findings of fact, conclusions or de- cision, and adopt the recommended decision as so revised; or (d} Reject the recommended decision and conduct a new hearing, before a hearing offi- cer provided at the Franchise Authority's expense. The Franchise Authority shall allow a reasonable time to receive comments upon and objections to the recommended decision of the hearing officer from the Company. If the Fran- chise Authority acts under either subsection {2) or {3) above, the Franchise Authority shall set forth clearly its rationale and grounds for so doing and shall allow representatives of the Com- pany areasonable time to summarize the views of the Company upon the evidence and as to the proposed action. 9.10 Franchise Authority Decision. If the hearing is conducted by the governing body of the Franchise Authority, upon conclusion of the hearing, the governing body shall adopt a decision that includes findings of fact and conclusions. 9.11 Remedies Available. Remedies that may be imposed for a violation of an order of the Franchise Authority issued pursuant to these Regulations shall include, but not be limited to, the monetary sanctions established by these Regulations. The monetary sanctions established by these Regulations shall be construed as police power impositions pursuant to the Franchise Authority's exercise of Constitutional police power and pursuant to the Franchise Authority's franchising ordinance. 10.00 REMEDIES 10.01 Monetary Sanctions. Upon the finding, after a noticed hearing conducted pursuant to Section 9 above, of a violation of any Order of the Franchise Authority issued pursuant to these Regulations at the conclusion of a notice hearing pursuant to Section 9, the Franchise Authority may impose monetary sanctions far each such violation so found, not to exceed the amount{s) set forth for the violation of the applicable provision(s) as set forth herein. 10.02 Conscious Violation. A Conscious Violation is any failure, neglect or refusal of the Com- pany to materially comply with any order issued pursuant to these Regulations under such cir- cumstances as to indicate: (a} A conscious policy of non-compliance with the requirements thereof, or (b) A conscious lack of a policy of compliance with the requirements thereof A prior finding of a violation of this Section for substantially the same or similar conduct shall create a rebuttable presumption of conscious action or inaction on the part of the Com- pany. For each such violation, the Franchise Authority may impose a monetary sanction in an amount not to exceed Twenty Seven Thousand Five Hundred Dollars {$27,500), and in an addi- tional like sum for each month or portion thereof during which the Company shall fail, neglect, or refuse to rectify said violation beginning thirty (30) calendar days after written notice thereof from the Franchise Authority to the Company. R000414 Page 24 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 10.03 Inadvertent Customer Violation. An Inadvertent Customer Violation is any failure, neglect, or refusal to the Company to comply with the requirements of an Order issued under these Regulations as to its obligations hereunder in relation to one or more Customers under such cir- cumstances as do not indicate a pattern of behavior by the Company in derogation of the refer- enced requirement. For each such violation, the Franchise Authority may impose a monetary sanction: (a} In an amount not to exceed One Hundred Fifty Dollars ($150} for each such sub- scriber and Five Thousand Five Hundred Dollars ($5,500) in cumulation of the violations as to all such Customers resulting from any substantially continuous behavior, act or omission, and (b) In addition like sum for each month or portion thereof during which the Company shall fail, neglect, or refuse to rectify said violation beginning thirty (30) days after written notice thereof from the Franchise Authority to the Company. (c) In any proceeding relating to an alleged violation of the disclosure requirements of these Regulations with respect to any particular subscriber, the Company shall be con- clusively presumed to have provided such disclosure if it shall produce a writing, in a form approved by the Franchise Authority, signed or initialed by the Customer evidenc- ing acknowledgment of receipt of the disclosure. 10.04 Inadvertent Company Violation. An Inadvertent Company Violation is any failure, neglect or refusal of the Company to materially comply with the requirements of an Order issued pursu- ant to these Regulations with respect to the Company in relation to the Franchise Authority. For each such violation, the Franchise Authority may impose a monetary sanction in an amount not to exceed Five Thousand Five Hundred Dollars ($5,500} and in an additional like sum for each month or portion thereof during which the Company shall fail, neglect, or refuse to rectify said violation beginning thirty (30) calendar days after written notice thereof from the Franchise Authority to the Company. 10.05 Repeated Conscious Violations. The maximum amount{s) specified for a Conscious Violation shall be doubled for the second violation under that section for substantially the same or similar conduct occurring within any given thirty (30} month period and shall be quintupled for the third violation under that section for substantially the same or similar conduct occurring within any given thirty (30) month period provided that, in the event that, subsequent to the im- position and collection of an enhanced sanction under this section, a prior violation providing, in whole or in part, the basis for such an enhancement shall be invalidated, the portion of the sanction theretofore collected which is attributable to the invalidated prior violation shall be re- funded and/or otherwise offset. Nothing in the foregoing shall be deemed to preclude imposition of enhanced sanctions by the Franchise Authority upon the basis of prior violations that are then pending judicial challenge by the Company. 10.06 Sanctions Not a Bar to Judicial Remedies. Neither monetary sanctions, imposed hereunder nor any order issued by the Franchise Authority related hereto shall be deemed to bar or otherwise limit the right of the Franchise Authority to obtain judicial enforcement of the Company's obligations by means of specific performance, injunctive relief, mandate, or other remedies at law or in equity, other than monetary damages. 10.07 Denomination of Sanctions. The Franchise Authority may, in its sole discretion, denomi- nate any monetary sanctions imposed pursuant to this Section on aper-Customer basis or on a total dollar basis, provided that the total of any such monetary sanctions imposed for any single violation shall not exceed the totals provided therefor herein. Such monetary sanctions may be levied, in the sole discretion of the Franchise Authority, in the form of refunds or credits to then R000414 Page 25 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS current Customers. Any credit or refund made to Customers under these Regulations shall be deemed a penalty for failure to meet the requirements of these Regulations and such cost shall not be passed through to the Customers in rates or charges for any reason. All refunds owing by Company to Customers shall be paid by the Company to affected Customers by di- rect payment or credited to the Customers bill within seventy five (75) days from the date of the determination that refunds are due or levy of the sanction so designated. 10.08 Sanction Factors. In establishing the amount of any penalty or assessment within the ranges specified in this section, the Franchise Authority shall consider factors including, but not limited to, the following: (a) The materiality of the violation; (b} Whether the violation resulted from an intentional act, a conscious and affirmative act, active negligence, passive negligence or inadvertence; (c) The number of Customers affected by the violation; (d) The duration of the violation; (e} The nature and extent of the services impacted by the violation; (f) The degree of control the Company exercised, or failed to exercise, over circum- stances which resulted in the violation (even if such circumstances would not constitute force majeure as that term is defined in these regulations); (g} Whether the Company has attempted in good faith to cure the violation; and (h) Whether the violation has occurred in the past. 10.09 Failure to enforce Not a Waiver. Failure of the Franchise Authority to enforce any re- quirements set forth herein of the Company's franchise or any other applicable ordinance or law shall not constitute a waiver of the Franchise Authority's right to enforce that violation or subse- quent violations of the same type or to seek appropriate enforcement remedies. 11.00 FEDERAL AND STATE REGULATIONS 11.01 The Franchise Authority hereby adopts and incorporates by reference the FCC Regula- tions implementing the Cable Act of 1992, and California statutes and regulations relating to ca- ble television services. In the event of any conflict between these Regulations, the Federal andlor California provisions, the regulation with the highest standard shall apply. In the event any provision of these Regulations shall be invalidated for any reason or cause, all remaining portions shall be deemed severed therefrom and shall remain in full force and effect thereafter. 12.00 GENERAL 12.01 Amendment. These Regulations may be amended by majority vote of the Franchise Authority's governing board only after public proceedings on such amendments} and shall be subject to Applicable Law. 12.02 No Bar to Additional Regulations. Nothing contained herein shall prevent or prohibit the Franchise Authority from imposing additional customer service regulations that exceed the Regulations set forth herein subject only to Applicable Law. R000414 Page 26 of 31 EXHIBIT B CUSTOMER SERVICE REGULATIONS 12.03 No Excuse Apart from Force Majeure. The Company shall not be excused from any pro- vision of these Regulations by reason of any cause or excuse except for causes that are caused by an event of Force Majeure. 12.04 No Limitation of Rights of Judicial Review. Nothing contained in these Regulations is in- tended to foreclose delimit ar otherwise restrain the rights of the Company to obtain such ad- ministrative review or judicial review as may otherwise be available to it, provided that decisions of the Franchise Authority shall be accorded the maximum deference allowed by law. R000414 Page 27 of 31 EXHIBIT C AMENDMENTS TO FRANCHISE AGREEMENT The Franchise Agreement is hereby amended as follows: Section 2.J. of the Franchise Agreement is amended to read as follows: "J. Grass Revenues. All revenue received directly or indirectly by Grantee or any Affili- ate thereof, arising from or attributable to, the operation of the Cable System to provide Cable Service in the County. Gross Revenues shall include, but shall not be limited to: 1. Revenue from (1 }payments received from Subscribers for Cable Service, and related equipment, late fees, and franchise fees; (2) advertising carried on the Cable System or in Subscriber bills; and (3) commissions received from home shopping revenues and revenue in whatever manner derived from the operation of the Cable System to provide Cable Service in the County. 2. All revenue directly or indirectly attributable to Grantee that is received by any Affiliate, whether or not such revenue is actually received by Grantee. 3. Revenue that is not actually received by Grantee or an Affiliate thereof re- flecting the value of services bartered or exchanged for non-monetary considera- tion, provided that such revenue shall not include non-monetary bartered or ex- changed with an organization qualified a section 501(c}(3) under the Internal Revenue Code. 4. To the maximum extent permitted by Applicable Law, revenues derived from the provision by Grantee or any Affiliate thereof of Internet access, cable mo- dems and/or other Internet-related services. 5. Revenue from any activity, product or service in the production or provision of which any of the assets of the Cable System are used to provide Cable Service, including without limitation cable, computers, servers, production facilities and administrative facilities, are utilized, unless such revenue is expressly excluded from Gross Revenues by Applicable Law. 6. In the event that Grantee shall, during the term of the Franchise, bundle, tie or combine Cable Services {which are subject to the Franchise Fee provisions hereof} with non-Cable Services (which are not subject to the Franchise Fee pro- visions hereof), the Grantee shall not unlawfully or unfairly distribute the revenue as between Cable Service and non-Cable Service for the purpose of evading Franchise Fee payments required hereby. Gross Revenues shall not include the amount of any tax, fee or other assess- ment imposed by law upon Subscribers or others which Grantee is obligated to collect and pass on in full to the applicable taxing authority. Moreover, revenues of bath Grantee and any Affiliate which represent a transfer of funds between them shall be counted only once for purposes of determining Gross Revenues. Refunds of revenues previously received and accounted that are paid to Subscribers shall reduce Gross Revenues by the amount of the refunds received during the reporting period in which such refunds are made. This definition shall be deemed to include all gross receipts and revenues to the fullest extent permitted by Applicable Law. Moreover, no portion of revenue may be ex- cluded by Grantee from the calculation of Gross Revenues on grounds of asserted ex- emption or preemption by State or Federal law unless the use of such revenues for the R000414 Page 28 of 31 EXHIBIT C AMENDMENTS TO FRANCHISE AGREEMENT calculation of Franchise Fees has been expressly prohibited {a} by an enactment of State or Federal statutory law applicable to this Franchise or (b} by a judicial decision of a State or Federal appellate court which is controlling upon County and applicable to this Franchise. This definition of Gross Revenues may be changed by the Board of Supervisors, but only after the Board has conducted a duly advertised public hearing concerning pra- posed changes." 2. Section 2. K. is hereby added to the Franchise Agreement to read as follows: "K. Affiliate. Any subsidiary of Grantee, any parent of Grantee, any Person in which Grantee has a Financial Interest of ten percent (10°1°) or more, any Person which has a Financial Interest of ten percent (10%) or more in Grantee and any Person having com- mon ownership or control (including Financial Interest} with Grantee of ten percent (10%) or more, provided thaf the foregoing shall not include any Person whose rates are subject to regulation by the public utilities commission of any State. As used in this Chapter, an Affiliate must be a Cable Operator as that term is used in 47 U.S.C. 522(5), unless the imposition of such a qualifying requirement would allow the Grantee to un- fairly evade or avoid its obligation under its franchise to pay franchise fees on all reve- nue arising from ar attributable to, the operation of the Cable System to provide Cable Service." 3. Section 2.L. is hereby added to the Franchise Agreement to read as follows: "L. Financial Interest. Includes without limitation: 1. Any form of equity ownership interest, which is either (a) direct or (b) indirect through another form of Person; 2. Any form of contingent ar optional ownership interest and; 3. Any option or warrant to purchase the stock ar other equity interest in any Person which generates revenues arising from or attributable to the operation of the Cable System to provide Cable Service." 4. Section 2.M. is hereby added to the Franchise Agreement to read as follows: "M. Person. Any individual or any association, firm, general partnership, limited part- nership, joint stock company, joint venture, trust, corporation, limited liability company or other legally recognized entity, private or public, whether for-profit or not-for-profit." 5. Section 2.N. is hereby added to the Franchise Agreement to read as follows: "N. Applicable Law. Any law, statute, charter, ordinance, rule, regulation, code, license, certificate, franchise, permit, writ, ruling, award, executive order, directive, requirement, injunction {whether temporary, preliminary or permanent), judgment, decree or other or- der issued, executed, entered or deemed applicable to County, either specifically or by being made applicable to a discrete class of entities including County, by any Govern- mental Authority." R000414 Page 29 of 31 EXHIBIT C AMENDMENTS TO FRANCHISE AGREEMENT 6. Section 2.0. is hereby added to the Franchise Agreement to read as follows: "O. Governmental Authority. Any Court of competent jurisdiction or other federal or state department, commission, board or agency." 7. Section 9A is hereby added to the Franchise Agreement to read as follows: "Section 9A. SECURITY FUND. a. Within thirty (30} days of the effective date hereof, Grantee shall establish and provide to County a Security Fund, as security far the timely payment and perform- ance by Grantee of all of its obligations under this Franchise. The Security Fund shall be in the amount of Seventy Thousand Dollars ($70,000) and shall either be in the form of an irrevocable letter of credit, or a cash deposit established in a local bank in an inter- est-bearing account payable to the order of County as trustee for Grantee, with all inter- est distributed to Grantee. b. The Security Fund may be drawn upon by County for any of those pur- poses specified in this franchise, including without limitation any lawful monetary sanc- tions imposed under the County's customer service regulations, provided that Grantee has received written notice and ten {10} days after receipt of such notice to cure any material violations or breaches prior to any assessment. As long as County follows the procedures specified herein for utilizing andlor withdrawing funds from said Security Fund, Grantee shall not initiate litigation or non-County administrative action to prevent or impair County from accessing those funds. Moreover, Grantee shall take no action to prevent or discourage the issuer of the letter of credit from paying County's draft there- upon. Grantee's recourse, in the event Grantee believes that County's actions in taking any Security Funds is improper, shall be through legal action after the security has been drawn upon. If County's action is found to be improper by any court or agency of com- petentjurisdiction, Grantee shall only be entitled to a refund of the funds plus interest. c. If Grantee fails to pay to County any compensation within the time fixed herein; or, fails, after thirty {30} days' notice to pay to County any monetary sanctions due and unpaid; or fails to repay County within thirty (30) days, any damages; costs or expenses which County is compelled to pay by reason of any act or default of Grantee in connection with this Franchise; or, fails, after thirty (30} days' written notice by County to comply with any provision of this Franchise which County reasonably determines can be remedied by demand and presentation of the irrevocable letter of credit, County may immediately present the irrevocable letter of credit and demand payment of the amount thereof, with interest and any penalties. Upon such presentation and demand for pay- ment, County shall notify Grantee of the amount and date thereof. d. The rights reserved to County with respect to the cash deposit and/or ir- revocable letter of credit are in addition to all other rights of County, whether reserved by this Franchise or authorized by law, and no action, proceeding or exercise of a right with respect to such cash depasit and/or irrevocable letter of credit shall affect or limit any other right County may have. e. The irrevocable letter of credit shall contain the following endorsement: "It is hereby understood and agreed that this letter of credit may not be canceled by the issuer nor the intention not to renew be stated by the is- suer until thirty (30) days after receipt by County of written notice of such intention to cancel or not to renew." R000414 Page 30 of 31 EXHIBIT C AMENDMENTS TO FRANCHISE AGREEMENT f. Nothing herein shall be deemed a waiver of the County's rights to main- tain and utilize the performance bond required under section 9. g. In the event that any letter of credit provided by Grantee for this Security Fund shall contain an expiration date occurring before the expiration date of this fran- chise, Grantee shall provide a replacement letter of credit, an extension of the existing letter of credit or a substitutional cash deposit of equivalent amount not less than thirty {30} days prior to such expiration date. If Grantee should fail, neglect or refuse to pro- vide such replacement, extension or substitutional deposit at least thirty {30} days prior to said expiration, County may draw upon the then-existing letter of credit prior to its ex- piration in order to convert the Security Fund deposit to cash and Grantee shall not initi- ate litigation or non-County administrative action to prevent or impair County from ac- cessing those funds nor take any action to prevent or discourage the issuer of the letter of credit from paying County's draft thereupon. h. Within thirty (30) days after the withdrawal by County of all or any portion of the Security fund established by this section, Grantee shall restore said Security Fund to its full amount (including without limitation during the pendency of any judicial challenge to the withdrawal by County}. The failure, neglect or refusal of Grantee to immediately so restore the Security Fund to its full amount shall be a separate event of default which shall be separately subject to all of the remedies provided by this Agreement." 8. Section 15 of the Franchise Agreement is hereby amended such that the phrase "... total gross subscriber revenues..." in the 13th line thereof shall be amended to read "...total Grass Revenues...." All of the remaining language of Section 15 shall remain un- changed. 9. Section 20A is hereby added to the Franchise Agreement to read as follows: "Section 20A. COSTS RELATED TO APPLICATIONS FOR TRANSFERS AND RE- NEWALS. During the term of this Agreement, if Grantee initiates a request for a renewal of this Franchise or for approval regarding the transfer of this Franchise or a change in control of Grantee, Grantee shall reimburse County for all reasonable out-of-pocket costs, including attorneys' and consultants' fees and costs, incurred by County in con- nection with County's review and processing of Grantee's request. The County may de- duct Grantee's payment due from the Security Fund, if it shall remain unpaid fifteen (15} days after presentation for payment. Nothing in the foregoing shall entitle Grantee to have any role in the selection of County's consultants and, in order to protect the attor- ney-client and work product privileges, County may delete from billings for attorneys and consultants retained by attorneys any detailed description of services performed. Pay- ments of such costs and expenses shall not be deemed to be "franchise fees" within the meaning of Section 622 of the Cable Act {47 U.S.C. §542), and such payments shall not be deemed to be "payments in kind" or any involuntary payments chargeable against the Franchise Fee to be paid to County by Grantee pursuant to this Agreement." R000414 Page 31 of 31