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EXHIBIT B

ACCESS EQUIPMENT AND SUPPORT

(A)

Terminal and Portable Governmental Equipment

[MAY REQUIRE REVISION BASED ON FRANCHISEE’S PROPOSAL TO MEET THE CABLE-RELATED NEEDS IDENTIFIED BY CITY IN ITS NEEDS ASSESSMENT REPORT]

(1)

Four (4) months prior to the scheduled completion date of the upgrade under Section 13(A)(2) of the Franchise Agreement, Franchisee shall provide the Grantor the sum of and No/100 Dollars ($) to be used by the City for the purchase of terminal and portable governmental equipment.  Upon request of the City, Franchisee shall, after the fourth, seventh, tenth, and twelfth anniversary of the effective date of the Franchise Agreement, provide the City with additional grants in the amount of and No/100 Dollars ($) each so that the total of such additional grants is and No/100 Dollars ($.  Said additional grant funds shall be provided to the City within thirty (30) days of the City’s written request to the Franchisee.  The City shall provide Franchisee with invoices demonstrating that the grants were spent on terminal and portable governmental equipment.

(B)

Educational Equipment

(1)

Within one hundred eighty (180) days after the effective date of the Franchise Agreement, Franchisee shall provide the City with the sum of and No/100 Dollars ($), of which and No/100 Dollars ($) is to be used for video playback equipment, and of which and No/100 Dollars ($) is to be used for mobile video production equipment for use by eligible educational Access Users.  After the fifth, seventh, tenth, and twelfth anniversaries of the effective date of the Franchise Agreement, Franchisee shall, upon request of the City, provide additional grants of and No/100 Dollars ($) for video production/playback equipment for use by eligible educational Access Users.  Franchisee shall be provided with invoices demonstrating that the grants were spent on video playback and mobile video production equipment.

(2)

Franchisee shall construct, maintain and operate a fiber optic link to the C.A.B.L.E. MTC located at KSPS and shall replace the existing headend processors and modulators with new modulators utilizing FM laser technology.  The Franchisee, solely at its own cost, shall have the sole responsibility to design, permit, construct, maintain and replace the fiber optic link and all of its components throughout the term of the Franchise agreement, including, but not limited to all terminal equipment to and at Comcast Cable Communications, Inc., MTC and the C.A.B.L.E. MTC at KSPS.  The Franchisee’s design, construction and maintenance of the fiber optic link system shall insure that no reduction in the number of Channels or degradation in the technical level of Service offered by C.A.B.L.E. shall occur as a result of the construction, activation, or ongoing operation of the fiber optic link.

B-1

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