S-607 - 05/26/1987 - CABLE TV - Ordinances CABLE TV- t rl
COwliMEN?AL CAEILI
ACG2EE'MENT
SEE ALSO Cv-399
i
ORDINANCE NO. S-607
AN ORDINANCE APPROVING A CABLE TELECOMMUNICATIONS FRANCHISE
AGREEMENT AND AUTHORIZING THE EXECUTION THEREOF
WHEREAS, the Village of Oak Brook has solicited proposals for providing
cable television service to the residents of the Village of Oak Brook; and
WHEREAS, proposals have been received by the Village of Oak Brook for
the provision of such service; and
WHEREAS, the Village President and Board of Trustees have reviewed such
proposals, solicited public input thereon and has reviewed the proposals at public
meetings; and
WHEREAS, the President and Board of Trustees of the Village of Oak Brook
deem the proposals submitted on behalf of Continental Cablevision of Cook County, Inc.
to be the best proposal and in the best interests of the Village of Oak Brook and its
citizens; and
WHEREAS, the Village of Oak Brook has passed "An Ordinance Providing For
The Franchising And Regulation Of Cable Television Systems In The Village Of Oak Brook,
Illinois"; and
WHEREAS, Continental Cablevision of Cook County, Inc. has agreed to be
bound by the terms thereof in addition to the terms of its proposal and the attached
Franchise Agreement,
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS that:
Section 1: That the Agreement entitled "Cable Telecommunications Franchise
Agreement", which is attached hereto labeled Exhibit "A" and hereby made a part hereof,
is hereby approved
Section 2: That the Village President and Village Clerk are hereby auth-
orized and directed to execute said document by and on behalf of the Village of
Oak Brook.
Section 3: That this Ordinance shall be in full force and effect from and
after its passage and approval pursuant to law.
PASSED THIS 26th day of May 1987.
Ayes: Trustees Bartecki, Bushy,- .Imrie, Maher, Rush and Winters
Nays: None
Absent: None
APPROVED THIS 26th day of May 1987.
ATTEST: Village Presicrent
Village Clerk
Approv d-as to Form:
Village Attorney Published
Date Paper
Not Published XX
5/22/87 I N D E X
CABLE TELECOMMUNICATIONS FRANCHISE AGREEMENT
DESCRIPTION PAGE
I. Grant and Acceptance of Franchise 1
II. Grantee's Representations 2
III. Term of Franchise 2
IV. Incorporation of Cable Telecommunications Ordinance 2
V. Payment of Franchise Fee 2
VI. Incorporation of Grantee's Proposal 3
VII. Rates and Charges 3
VIII. System Services 3
IX. Time Limits 4
X. Bonds; Letters of Credit 4
XI. Expense Reimbursement 4
XII. System Construction 4
XIII. Community Programming Channels 4
XIV. Transfer of Franchise 5
XV. Reservation of Rights 5
XVI . Imposition of Penalties 5
XVII. General 5
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5/22/87 EXHIBIT "A"
CABLE TELECOMMUNICATIONS
FRANCHISE AGREEMENT
This Agreement, made and entered into this 26th day of
Ma , 1987, by and between CONTINENTAL CABLEVISION OF COOK COUNTY,
NC. (hereinafter referred to as "GRANTEE") and the VILLAGE OF OAK BROOK, COOK
AND DU PAGE COUNTIES, ILLINOIS, a municipal corporation (hereinafter referred to
as "VILLAGE");
WITNESSETH:
WHEREAS, GRANTEE has submitted a proposal to the VILLAGE seeking a
franchise to construct, operate, and maintain a cable telecommunications system
in the VILLAGE; and
WHEREAS, the VILLAGE has heretofore pass Ordinance No. G-399 , pro-
viding generally for the granting of one or more non-exclusive cable television
franchises (the "Cable Telecommunications Ordinance") ; and
WHEREAS, pursuant to Article III of said Ordinance No.G-399, the
VILLAGE has tentatively selected GRANTEE to receive a franchise subject to
entering into a franchise agreement upon terms and conditions acceptable to
VILLAGE; and
WHEREAS, the final grant of a franchise to GRANTEE is dependent upon
the development of a franchise agreement mutually satisfactory to the VILLAGE
and the GRANTEE and upon the enactment of an ordinance which provides for the
granting of a franchise to the GRANTEE; and
WHEREAS, on the basis of discussions between the proper officers of
the VILLAGE and the GRANTEE, the VILLAGE and GRANTEE are prepared to enter into
a Franchise Agreement upon the terms and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and conditions hereinafter contained, the parties hereby agree as
follows:
I. Grant and Acceptance of Franchise
The VILLAGE hereby grants to GRANTEE, and GRANTEE hereby accepts,
a non-exclusive franchise to construct, operate and maintain a cable
telecommunications system in the VILLAGE, and GRANTEE agrees to be
bound by the terms and provisions of the "Cable Telecommunications
Ordinance" and this Franchise Agreement. Said acceptance shall be
executed by GRANTEE in the form provided in Exhibit "1" hereto. The
franchise shall automatically extend to all territory annexed by
VILLAGE subsequent to the date of this Agreement.
II. GRANTEE's Representations:
GRANTEE expressly represents and agrees as follows:
A. GRANTEE has carefully read the terms and conditions of the
"Cable Telecommunications Ordinance" of the VILLAGE, Ordi-
nance No. G-399 , and hereby accepts all terms and condi-
tions contain e —tTerein and agrees to abide by the same.
B. GRANTEE acknowledges that it has carefully read the terms
and conditions of the "Cable Telecommunications Ordinance"
and expressly waives any claims that any provisions thereof
are unreasonable or arbitrary or void, except as to those
provisions which are pre-empted now or hereafter by super-
seding provisions of Federal or State law.
C. GRANTEE acknowledges that it has not been induced to accept
the franchise by any promise, oral or written, by or on
behalf of the VILLAGE or by any third party regarding any
term or condition of the "Cable Telecommunications Ordinance"
not expressed therein, or any term or condition of the
Franchise Agreement not expressed therein.
D. GRANTEE represents that no promise or inducement, oral or
written, has been made to any VILLAGE employee or official
regarding receipt of the franchise.
III. Term of Franchise:
The franchise hereby granted shall be for a term of fifteen (15)
years from the date of this Franchise Agreement, unless sooner revoked
or renewed pursuant to the VILLAGE 's "Cable Telecommunications Ordi-
nance" and applicable law.
IV. Incorporation of Cable Telecommunications Ordinance,
Ordinance No. G-399:
All of the terms, conditions, and provisions of the VILLAGE's
"Cable Telecommunications Ordinance", Ordinance No. G-399, are hereby
expressly incorporated herein and made a part hereof, except as ex-
pressly modified by the provisions of the Franchise Agreement.
V. Payment of Franchise Fee:
The GRANTEE hereby agrees to pay to the VILLAGE an annual fee in
the maximum amount approved by the FCC, not to exceed one percent (1%)
of its annual Gross Revenues. Such payment shall be in addition to
any other payment, charge, permit fee, or bond owed to the VILLAGE by
the GRANTEE, and shall not be construed as payment in lieu of real
property taxes levied by state, county, or local authorities.
The annual Franchise Fee shall be paid quarterly on a calendar
basis. Within thirty (30) days of the end of each calendar quarter,
the GRANTEE shall forward to the VILLAGE a quarterly statement of
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revenues derived from all sources of operation of the Cable System for
the preceding calendar quarter, together with payment of the required
Franchise Fee for such quarter. Within ninety (90) days of the end of
each calendar year, GRANTEE shall provide VILLAGE with the audited or
certified statement from the records required by Section 2 of the
"Cable Telecommunications Ordinance" of said calendar year, adjusted
to reflect any increase or decrease necessary to conform all payments
for the preceding calendar year with the total Franchise Fee due on
the Gross Annual Revenues derived from the operation of the Cable
System for said preceding calendar year.
VI. Incorporation of GRANTEE's Proposal :
All of the undertakings of GRANTEE as contained in its franchise
application and proposal submitted to the VILLAGE on November 14,
1986, and dated November 13, 1986, and supplemented by submissions
dated January 30, 1987, and February 5, 1987, except as may have been
modified by Ordinance No. G-399 and this Agreement.
VII. Rates and Charges:
A. Installation Charges_: GRANTEE agrees to provide free regular
installation to subscribers for a period of thirty (30) days
from the availability of cable telecommunications service to
subscribers as detailed by GRANTEE to VILLAGE by written
notice, specifically delineating the areas of availability
of such service upon activation of particular sections of
the system.
B. Rebate: GRANTEE agrees to rebate to subscribers pro-rata
for any interruption of service for more than twenty-four
(24) hours for any reason.
VIII. System Services:
A. Institutional User: The parties agree that the institutional
users referred to in Ordinance No. G-399, include all those
structures and locations which are currently used for public
purposes.
B. Mobile Studio: GRANTEE agrees to make available to VILLAGE
a self-contained, full-color, 3-camera mobile studio upon
demand of the VILLAGE.
The GRANTEE agrees that scheduling requests of the VILLAGE
shall be given first priority status over any other requests,
where such requests are made at least thirty (30) days in
advance of the scheduled event. The GRANTEE further agrees
to consult with the VILLAGE in advance of any pre-scheduled
events within the VILLAGE.
The VILLAGE agrees to consult with the GRANTEE to determine
how teleproduction coverage of specific events can be most
effectively produced and cablecast.
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IX. Time Limits:
The payment of any amounts, any notice, or any other communica-
tions, required hereunder or pursuant to Ordinance No. G-399 , shall be
deemed to have been made when received by the appropriate party, or at
the time that such is deposited in the United States mail in a sealed
package or envelope, with the proper first class postage prepaid and
addressed to the proper party at its last known place of business or
at such other address as a party may specify in writing to the other
party, whichever occurs first.
X. Bonds ; Letters of Credit:
A. Performance Bond: The Performance Bond required pursuant to
Article IV, Section 15.a. , of Ordinance No.G-399 , shall be
reduced to the sum of Ten Thousand Dollars and No Cents
($10,000.00) when regular subscriber service is available to
ninety percent (90%) of the occupied dwelling units within
the VILLAGE, and shall be further reduced to zero ($0.00)
when regular subscriber service is available to one hundred
percent (100%) of all such occupied dwelling units, and all
restoration has been completed to the reasonable satisfaction
of the VILLAGE.
B. Letter of Credit: The letter of credit required pursuant to
Article IV, Section 15.b., of Ordinance No. G-399, shall be
in the amount of Ten Thousand Dollars and No Cents ($10,000.00). E
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XI. Expense Reimbursement:
GRANTEE, pursuant to Article IV Section 5 of Ordinance
No.G-399, agrees to pay to VILLAGE not to exceed One Thousand Dollars
and No Cents ($ 1,000 ) as itemized by the VILLAGE, in satisfaction of
its obligations under that provision together with such additional
reasonable sums incurred by the VILLAGE pursuant to said provision
subsequent to the date hereof.
XII. System Construction:
The GRANTEE agrees to construct the cable system in a timely and
professional manner, and in such a way as to initiate cable service in
the VILLAGE within three (3) months of the passage and acceptance of
this Agreement, and to complete construction within twelve (12) months.
For the purpose of this Agreement, construction shall be deemed
to be completed when all cable lines within the VILLAGE providing
service to VILLAGE residents have been constructed and activated, so
that any VILLAGE resident requesting cable service can receive same.
XIII. Community Programming Channels:
In order to develop a viewership for Community Programming Channels,
the GRANTEE may provide access programming via three initially activated
access channels, to be designated as follows:
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Government Access, Educational Access, and Public Access. Said Chan-
nels may be shared with other municipalities.
When one or more of these channels is programmed to capacity, the
GRANTEE shall activate one or more additional channels for Community
Programming, up to the maximum proposed by GRANTEE.
XIV. Transfer of Franchise:
Nothing in this Agreement or in Ordinance No G-399 shall prohibit
the transfer of the franchise to another wholly owned subsidiary of
Continental Cablevision, Inc. , or to the parent company, where no
de facto change of ownership and control is affected, provided that
GRANTEE shall comply with all notice requirements as set forth in
Article IV, Section 16, of the Village's "Cable Telecommunications
Ordinance."
XV. Reservation of Rights:
The VILLAGE reserves the right, in addition to its reservation of
rights under Article VII, Section 6, of Ordinance No.G-399 , to require
GRANTEE to provide any service or perform any act offered in GRANTEE's
proposal at any time during the period of the franchise.
XVI. Imposition of Penalties:
At least thirty (30) days prior to the imposition of any penalties
noted in Article VII, Section 11, of Ordinance No. G-399 , the GRANTEE
shall be given notice in writing of the alleged violation s), and
shall be given a reasonable time to correct same. Should the violation
not be corrected within a reasonable time, then prior to the imposition
of any penalties, the GRANTEE shall be entitled to a hearing before
the Village Board upon its written request to the VILLAGE within seven
(7) days of the imposition of any fine(s). The Village Board may, at
its discretion, based upon the presentation of facts by the GRANTEE,
reaffirm, reduce, or eliminate any fines.
XVII. General :
A. If any provision of this Franchise Agreement, or the appli-
cation thereof to any person or circumstance, shall be
determined to be invalid, illegal , or unenforceable, such
determination shall not affect the validity, legality, or
enforceability of any other provision of this Franchise
Agreement, or the application thereof to any other person or
circumstance, and the remaining provisions of this Franchise
Agreement, shall be enforced as if the invalid, illegal , or
unenforceable provision or application of such provision
were not contained herein, and to that end, the parties
hereto agree that the provisions or applications of such
provisions in the Franchise Agreement are and shall be
severable.
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B. Section headings are inserted herein for convenience and for
reference, and in no way define or limit the scope of the
provisions contained herein.
C. This Franchise Agreement shall be governed by the laws of
the State of Illinois.
D. This Franchise Agreement and the matters incorporated herein
constitute the entire Agreement between the parties hereto.
E. No representations, warranties, undertakings, or promises,
whether oral or implied, or otherwise, shall be binding on
either of the parties hereto, unless expressly stated or
incorporated herein.
F. This Franchise Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the parties
hereto.
CONTINENTAL CABLEVISION OF
COO COUNTY, INC.
By: --�
Signature
Title: y (Nr
ATTEST:
1
By.
Sign toe r
VILLAGE OF OAK BROOK, COOK AND
DU PAGE COUNTI S, ILLINOIS
a municipa 5orati
By:
Village residentjL�
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E X H I B I T "1"
ACCEPTANCE OF
VILLAGE OF OAK BROOK
CABLE TELECOMMUNICATIONS FRANCHISE
CONTINENTAL CABLEVISION OF COOK COUNTY, INC. , having been granted a franchise
pursuant to the terms and conditions of "An Ordinance Granting a Franchise For
The Construction, Operation, and Maintenance Of A Cable Telecommunications
System In The Village Of Oak Brook" , Ordinance No. C- 397, does hereby accept
said franchise and does hereby agree to comply fully in all respects with the
terms, conditions, and provisions of the Cable Telecommunications Franchise
Agreement and said Ordinance No. Co°35i .
DATED this day of 1987.
CONTINENTAL CABLEVISION OF
COOK UNTY, INC.
By: L^-�
Signature
TP
Title:
STATE OF ILLINOIS )
SS.
COUNTY OF COOK )
I , the undersigned, a Notary Public in and for said County and State afore-
said, DO HERBY CERTIFY that Emme-#- WhIte- the
c2 re5i en-t `' hera rihQ e/ of CONTINENTAL CABLEVISION OF COOK
COUNTY, INC. , personally known to me to be the same person whose name is sub-
scribed to the foregoing instrument, appeared before me this day in person and
acknowledged that he., signed and delivered the said instrument as
,ho free and voluntary act and the free and voluntary act of
CONTINENTAL CABLEVISION OF COOK COUNTY, INC.
GIVEN under my hand and Notarial Seal this day of
1987.
NOTARY PUB 21C
M7�" r• ,u.�24119W
My Commission Expires
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