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4788�r ORDINANCE NO. 4788 AN UNCODIFIED ORDINANCE OF THE CITY OF ANAHEIM CONSENTING TO THE ASSIGNMENT OF CABLE TELEVISION FRANCHISE FROM STORER CABLE TV, INC. TO ML MEDIA PARTNERS, L.P. WHEREAS, the City Council of the City of Anaheim ("City") did enact Ordinance No. 4087 setting forth the terms and conditions of a cable TV franchise and awarding said cable television system franchise to Storer Cable TV, Inc. ("Assignor" or "Storer"); and WHEREAS, said Ordinance No. 4087 has been amended by Ordinance Nos. 4214, 4268 and 4353; and WHEREAS, the City Council of the City of Anaheim has heretofore consented to the recapitalization and merger plan of Storer Communications, Inc.; and WHEREAS, Section 1403 of the Charter of the City of Anaheim requires the consent of the City Council of City of Anaheim to the transfer or assignment of this franchise, and then only under such conditions as may be prescribed by the City; and WHEREAS, Storer has requested the City's consent and approval for a series of transactions whereby said franchise and authorization (the "Franchise") would be assigned to ML Media Partners, L.P. or its wholly owned subsidiary ( Assignee or "MLMP"); and WHEREAS, the City has reviewed the application of Storer and MLMP, and finds that the interests of the citizens of Anaheim would be served by a grant of this application, but only upon the conditions set forth below; and WHEREAS, the City Council does hereby find and determine that any penalties or liquidated damages provided or contemplated by this ordinance are necessary and desirable to encourage and facilitate the performance of the obligations imposed by the Franchise and this assignment. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That pursuant to Section 1403 of the Charter of the City of Anaheim, the City Council of the City of Anaheim does hereby consent to and approve the assignment of the cable television franchise from Storer to MLMP, which transaction may include assignment from Storer to SCI 29, Inc., acquisition of the stock of SCI 29, Inc. by ML California Corporation and assignment of a a franchise to ML Media Partners, L.P., but only upon the th performance and completion of e following conditions: I. Prior to consummation of the assignment of franchise, Storer shall have completed full performance of all of its obligations and responsibilities under the Franchise. Specifically, and without limitation, Storer shall have: A'Completed all construction of and repairs to physical cable television plant and facilities such that all facilities required to be constructed, installed and/or provided under the Franchise are operational, in good working order, and meet the technical standards set forth in the Franchise. B. Completed all restoration and repairs to City property, including streets, alleys, and rights of way, as specified by the City Manager, pursuant to Section 15-18 of the Franchise, and as set forth in Exhibit A on file in the Office of the City Clerk and incorporated herein by this reference. C. Installed the cable outlets and origination equipment as required by Section 12(e) and (f) of the Franchise, including, on a priority basis, the City's fire stations and community centers (except Oak Canyon Nature Center). D. Extended cable television to all areas, including multiple dwelling units (MDU) as set forth in Exhibit A on file in the Office of the City Clerk and incorporated herein by this reference. E. Paid all fees for which Storer is legally liable or responsible, whether or not heretofore formally requested. II. Prior to consummation, Storer shall have provided to the City, in a form acceptable to the City Attorney, a letter of credit or cash bond for One Hundred Thousand Dollars ($100,000.00) which funds shall be used to pay for such items specified in Conditions I(A)-(D) above as have not been completed by Storer prior to the date of consummation. Said letter of credit or cash bond must be payable and pledged to the City, for a six-month time frame, on a bank of A rating or better (Moody's) and the principal may be reduced only with the City's approval. The City may reduce the sum in the letter of credit as, in its sole discretion, it finds that the outstanding commitments and obligations of Storer have been satisfied. All fees due or estimated to be due under Condition I(E) above shall be paid in cash. III. The Assignee agrees to and shall be bound by the following terms, conditions and representations, which hereby are made franchise obligations. -2- A. Assignee voluntarily accepts the Franchise document as a contractual obligation to the City to assume all obligation and responsibilities of Storer under the Franchise. Assignee further acknowledges that said Franchise is the �.� continuance of the existing Franchise and not a new franchise for the purposes of Section 557 of the Communications Act of 1934, as amended, and that compliance with the Franchise, including these conditions, is commercially practicable. B. Assignee agrees to and shall be bound by the specific consumer service standards, specified in Exhibit B entitled "Service Standards," on file in the Office of the City Clerk and incorporated herein by this reference.- C. eference. C. Assignee commits to the statement of the Company's specific plans and policies with respect to operation of Public, Educational and Governmental Access (PEG) channels, specified in Exhibit C entitled "PEG Access Channels" on file in the Office of the City Clerk and incorporated herein by this reference. D. Assignee commits to the statement of the Company's specific plans and policies with respect to the service and installation of subscribers in multiple dwelling units (MDU) specified in Exhibit D entitled "Multiple Dwelling Units (MDU)" on file in the Office of the City Clerk and incorporated herein by this reference. E. Assignee agrees to pay all fees or taxes, including possessory interest taxes, if any shall be levied against it or the.City due to the franchising of Assignee to operate a cable television system in the City of Anaheim; and agrees that said fees or taxes are not within the definition of franchise fees subject to a five percent (5%) limit under the Cable Communications Policy Act of 1984. This provision shall be deemed notice within the meaning of California Revenue and Taxation Code Section 107.6. IV. The parties to the assignment shall have deposited with the City Twenty Thousand Dollars ($20,000.00) to be applied to full reimbursement to the City of all costs associated with the evaluation of the application for assignment. If said amount exceeds such costs, the City shall reimburse the parties, within three (3) months subsequent to consummation, an amount equal to the difference between said amount and the actual costs. If said deposit is less than the actual costs, the parties shall pay the balance due within three (3) months of the City's bill therefor. V. The authority granted herein shall be effective upon (a) the submission by Storer of all documents and fees required hereby, and (b) the submission by a principal of the Assignee, on behalf of the partnership, of written acceptance of the franchise obligations and commitments contained in Ordinance No. 4087, and MI: amendments thereto, the representations and undertakings contained in this Ordinance, the Charter of the City of Anaheim, and any other law, rule or ordinance applicable or hereinafter lawfully made applicable to its operations in the City of Anaheim; provided, however, that in the event the Assignor and Assignee consummate their transactions prior to the date when this Ordinance is final, the Assignor and Assignee shall assume any risk, hold the City, its officers and employees harmless, and indemnify the City, its officers and employees against any cost, including any attorney fees, incurred in defending against any cause of action arising therefrom. VI. The City hereby ratifies any transfer or assignment of Franchise from Assignor to Assignee which transfer or assignment is consistent with the terms of this Ordinance. SECTION 2. SEVERABILITY The City Council of the City of Anaheim hereby declares that should any section, paragraph, sentence or word of this ordinance, hereby adopted, be declared for any reason to be invalid, it is the intent of the Council that it would have passed all other portions of this ordinance independent of the elimination herefrom of any such portion as may be declared invalid. THE FOREGOING ORDINANCE is approved and adopted by the City Council of the City of Anaheim this 22nd day of December, 1986. MAYO THE C OF AHEIM ATTEST: CITY CLERK OF THE CITY OF ANAHEIM MES : fm 1573L 121186 -4- EXHIBIT Attached sixteen maps indicate areas in which Storer will complete restoration and repair to city property including streets, alleys and rights of way as specified by the City Manager. 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T �wa4: �• J ;.,�... ��= ', �I leo'++� 411 f - " r � �i•, �4- � ,SSM � 1 ^ .s� I, •. r I - y` - ��we ✓: ' _ 3' � [ i �s. �- f off' �'. 1 �' ` � � i � Sib ^ M ^•� \\ �, .r 1 :_3 � +� l� • � ' '� � t "'r ... JI \� �I- � 7 p�p �' abbgd I '1i —8f e "' - - ... � `- �� - _ .# .�i - . -- "s_33ac . ;., 8 �� o-++� I, i � _ �, i '�-• - �• . ;a -�;-`, - -%- ti 44 - fit oel _ 1555 ✓VV ii VV iV' ii v VIS/r.� li I V. .rVVI LI\ JI MMISIT $: SERVICE STANDARDS a. Service Standards: Assignee shall establish subscriber service and grievance standards which shall, at minimum, provide .for. the following commercially practicable procedures: ,(1) Assignee .shall provide a local, toll -fres telephone service number for consumer complaints. (2) Assignee shall connect a weekly average of 98% of' all telephone callers within two minutes, and 100% of all telephone callers within 15 minutes, to a live personal representative of the Assignee during Assignee's key service response periods, defined as a total of fifty-four (54) hours per week scheduled by Assignee to include not less than eight (6) hours per day from Monday to Friday and not lean than four (4) hours on Saturday. During outages or billing computer .errors which directly affect five percent or more of Assignee's customer base in the cable system, Assignee's service responses shall not be included in such calculation, if Assignee employs reasonable equipment and procedures to provide to telephone callers during such period, pending connection with a, live personal representative, ' a recorded message. Assignee shall not be responsible for nonperformance which it demonstrates is caused by equipment or operating problems and limitations of the telephone public utility system serving the City of Anaheim. (3) Assignee shall respond to complaints promptly and resolve or commence diligent efforts to resolve complaints within twenty-four (24) hours, not including delays requested by the complainant's household. Assignee shall maintain records and report within two busi- ness days to the City regarding any complaint which takes= longer than one week to resolve, not including any delay which is occasioned at the request of the complainant, and shall demonstrate to the City continuing diligent efforts until the problem is resolved. WWHIOH/7/121166 -Z- r.c UtC. 11 tib 1C; 1C UUUh'LK. WHl I t & LUUHLR SF (4) Assignee shall provide at least five (5) days written notice prior to discontinuance qg (service. If Assignee has improper4 'discop- tinned service, it shall providgi frpp reconnection. (5). Assignee shall afford subscriber's with p three-day right of, rescission for .orderipg cable services, except that such right of rescission shah, end upon initiation of physical installation on the subperiber's premises. (6) All personnel, agents and representatives of the Assignee, including subcontractors, shall carry photo -identification badges when acting in public on behalf of the Assignee. (7) Assignee shall provide significant advance notice, in light of the circumstances, prior to entry whenever desiring to enter any private property within the City of Anaheim other than within its . rights under an easement. (8) Assignee. shall provide subscribers, and potential subscribers with whom Assignee makes personal contact, with a complete list of service offerings, options, prices, and credit policies. It shall provide Assignee's telephone number for 'subscriber complaints, prominently displayed, in each monthly .bill. Assignee shall provide subscribers with monthly, schedules of programming on premium channels, and on public, educational and governmental access channels if available. (9) Assignee shall offer subscribers a choice of morning or afternoon service visits and shall make reasonable efforts to accommodate a subscriber's stated choice. b. Transition Period. The foregoing subscriber service and grievance standards and procedures shall be complied with by Assignee at the earliest practicable time, provided, however, no subscriber credits or other penalties shall apply in relation thereto until the expiration of a transition period ending June 30, 1987. Assignee shall report in writing to the City by April 30, 1987 regarding its progress. WWHlOH/7/121186 -2- F.3 DL.. 11 'tab 13:13 CUUPER.WHITE & COOPER SF F,4 c Enforcement and. Subscriber Credits. Assignee shall give monetary credit against a subscriber s occount or reduce its monthly service fees as provided under tho following circumstances: (1Y in the event of a 24-hour service outage, lox of each affected subscriber's monthly service fees shall be credited back to the subscriber pursuant to Section 14(d)(1) of Ordinance No. 4087 of the City of Anaheim; (2) in the event of a 48-hour service outage, 20% of each affected subscriber's monthly service fees shall be credited back to the subscriber pursuant to Section 14(d)(2) of Ordinance No. 4087 of the City of Anaheim; 1 (3) in the event of a service outage exceeding 48 hours, each affected subscriber's monthly service fees shall be further credited back to the subscriber on a daily prorated basis for the duration of the outage. (4) in the event of a two (2) month period of substantial failure by Assignee to meet the subscriber service standards set forth in this Exhibit B, Assignee shall reduce all subscribers' monthly service fees by 25% until all material performance standards are substantially met, as and in the manner (including, as to prior notice) provided in Section 14(d)(3)'of Ordinance No -4087 of the City of Anaheim. (s) in the event of a service charge credit or reduction pursuant to any of (1) through (4) above, such credit or reduction shall be separately stated and describedas such on each affected subscribers monthly statement. d. Liquidated Damages. (1) The City shall in its sole .discretion be entitled, to impose upon Assignee either the sanctions provided in Section (c) above, or the liquidated damages provided in this Section (d), in the event of any instance of violation of the standards provided in this Exhibit B. WWHIOH/7/121186 -3- • DEC 11 '86 12:14 COOPER,WHITE & COOPER SF (2) For,94ch instance after written notice from the, City and failure by Assignee to cure, of breach of any of the -construction and service commencement requirements provided in Section 10 of Ordinance No. 4087 or which are otherwise applicable to Assignee, or for failure to take corrective action with respect to such breach, the City may assess Assignee liquidated damages as follows: $500 (3) For each, instance after written notice from the City and failure by Assignee to cure, of breach of any of the Assignee's obligations pursuant to the cable service requirements and standards provided by Section 12 of Ordinance No. 4087, or which are otherwise applicable to Assignee, or for failure to take corrective action iwith respect to such breach, the City may assess Assignee liquidated damages as follows: $250 (4) For each instance after written notice from the City and failure by Assignee to cure, of breach of eny of the Assignee's material obligations with respect to the technical performance standards provided. by Section 13 of Ordinance No. 4087 and the operational standards provided by Section 14 of Ordinance No. 4087, or which are otherwise applicable to Assignee,, or for failure to take corrective action with respect to such breach, the City may assess liquidated damages from Assignee an follower: $150 e. Procedural Safe arda. If the City Manager determines that the Assignee is liable for any sanctions pursuant to Sections (c) or (d) above, he or she shall issue to Assignee by certified mail a Notice of Intention to Impose Sanctions (the "Notice").. The Notice shall set fortlh the specific basis for the sanctions, and shall infor'r4 th; Assignee that sanctions will be assessed as specified in thq Notice unless the Notice is appealed for arbitration beforq WWHIOH/7/121186 -4- r.� DEC 11 'eG 12:15 COOPER,WHITE & COOPER SF an arbitrator chosen by mutual agreement of Assignee and the City,. or at either party's election before a panel. of three ._. arbitrators (one chosen by Assignee, one chosen by the City and the third chosen by the other two arbitrators), who in either event shall conduct the arbitration pursuant to the rules of the American Arbitration Association and shall render a final,• binding decision in writing. If the Assignee desires such arbitration, it shall send a written Notice of Appeal by certified mail to the City Manager within fifteen (15) days of the date on which the Assignee received the Notice from the City Manager. The arbitration fees and costs shall be paid -equally by the City and Assignee, except that the.arbitrator(s) may award such fees and costa to a party if it is specifically determined by the arbitrator(s) that such party is the prevailing party in the arbitration. f. City Council' Hearings. If Assignee requests arbitration as provided in d. above, the City Council may, by written notice to Assignee prior to the completion of selection of the -arbitration panel, nevertheless cancel such arbitration and respond to Assignee's Notice of Appeal by giving public notice followed by public hearings and the City's decision regarding the appeal. The hearing on the Assignee's appeal shall be within thirty (30) days of the date on which the City cancelled arbitration unless mutually extended by the City and Assignee.' After hearing, and based on the facts before it, if the City council* finds ( a ) that an extension of time for cure of violation, or other relief, should be granted, or (b) that there was never a violation justifying the imposition of sanctions, then it shall set aside the City Manager's imposition of sanctions. If the City finds that, the facts warrant the imposition of sanctions, such finding shall constitute -the City's final determination regarding such sanctions. The City may waive all or any portion of, a'sanction imposed, and in considering whether or not to do so, the City shall consider, without limitation, the number and frequency of prior breaches, the difficulty of cure and the speed and diligence under the circumstances with which the Assignee cured such breach or breaches. The City's decision may be conteste .4 by arbitration as provided. in (d) above, ir} which 9vogt tl}q City shall not be entitled to cancel such arbit;#4on otherwise provided in this Section (e), and in which evep}' -- Assignee shall pay 100% of the arbitration fees. g. Force MaIeure. The subscriber • Credits a>"4 liquidated damages provisions of (c) and (d) above shall not apply in the case of any performance defects caused by intervening circumstances or events beyond 4saignee14! reasonable control. Such intervening circumstanc¢a_ or WWH10H/7/121186 -5- P.6 DEC 11 166 12:16 COOPER,WHITE & COOPER SF P.7 events shall include, for example and without limitation, fires, floods, earthquakes, natural disasters, acts of God, ,,.., wars, riots, strikes, commercial unavailability of ' parte or equipment, extremely inclement weather, governmental acts or prohibitions, and delays requested by the property owner or manager. h.. Subscriber credits and service fee reductions shall not apply, and liquidated damages shall not be assess- able, in. respect, of any standards or requirements otherwise applicable to Assignee which have been. preempted by. con- trolling legal authority.. WWH10H/7/121186 -6- DEC 11 '66 12:20 COOPER,WHITE & COOPER SF EXHIBIT C: PEG Access Channels The Assignee shall undertake the following actions in furtherance of use, support and development of the. PEG access channel*.. 1. The Assignee shall assume and perform each of the existing franchise obligations with respect to public, educational and governmental access ("PEG") channels, and shall without limitation continue the following practices in connection therewith: (a) Provide at least one (1) channel without charge for use as a public access channel (presently, Channel 6). As a minimum, the public access channel Capability is required to include a time base corrected videotape playback capability (3/4" U -Matic cassette or other approved format). (b). Provide a public information channel for utilization by the City or a City -appointed designee (presently, Channel 3). This channel is required to employ a colorized alphanumeric character generator with local display which has been provided to and located at the direction of the City. (c) Upon direction of the Council, provide at least three (3) channels without charge for local government and educational access (presently, Channel 3 for govern- mental access, Channel 33 for educational access (based at California State University at Fullprton), and Channel 37 for. further educational access (origination by the school districts of the City of Anaheifi) . (d) Provide a cha:}nel for logse4 apcepq gRV (.presently, Channel 41) . (e) Install and maintain a studig ar}d Pg4den4 that will be capable of'producing live and recprded prQgrajp" ming for cablecasting in color and/or black and Whit¢ for distribution on the entire cable system. Assipog shall make available equipment and assistance for the production of programming at this studip at lease rates for uppX leased access channel users. For public access chiknn9J ._. users, Assignee shall continue to provide free use o;f the production facilities subject to reasonable rules, and shall provide preliminary training and pre- and post -production assistance for the first five (5) minutes -of program airtime produced, as provided by Ordinance No. 4087. WWH10R/4/121.186 - I - P.11 DEC 11 'tib 1e; el CUUF'LK, WHl I t & WUh tK 5r (f) ..Provide .the services of 'at least ons employee(s)-for-community assistance with PEG access channel usage on a basis equivalent to one full-time employee. 2. The Assignee shall commence by March 1, 1987 to confirm, and complete as necessary, the provision of the following -resources to the community in support of access to cable television: :(a)' Free,cable connections to all public schools, community colleges, firs stations,,police stations and other City buildings used for public purposes, designated by the City Council and situated on lots lying within five hundred (500) feet of any line of the cable distribution system. (b) Cable connections to any public schools, Community colleges, fire stations, police stations and.other City buildings used for public purposes, designated by the City* Council and situated on lots lying more than five hundred (500). feet from any line of the cable distribution system. Such connections shall be provided at no charge to the City except for the excess installation cost with respect to the extension over 500 feet, which shall be charged according to the cable system's customary cost allocation method for excess line installation, or actual cost whichever is less. (c) A free cable connection and an origination connection capability at any of the following public sites whose boundaries lie within five hundred (500) feet of the cable distribution system: The Anaheim Convention Center, Civic Center, stadium, and public utilities facilities designated by the City Manager. Pursuant to Ordinance No. 4087, the required origination connection capability is to consist of.installation. of a television modulator or equivalent device capable of utilizing standard audio and video base band signals, the necessary cable distribution system upstream or equivalent transmission capacity, and the necessary system headend equipment required to distribute programming to all subscribers from the Convention Center, Civic Center, stadium, or other public utility facility designated by the City Manager. 3. The Assignee shall make appropriate view of community preferences, to increase awareness,: support, utilization and viewing of channels, including the following actions: (a) Assignee the cable system serving existence of the PEG efforts, in community PEG access will carry promotional notices over Anaheim informing viewers as to the. Channels and. the availability of WWH10R/4/121186 -2- r. 1G DEC 11 '86 12:22 COOPER,WHITE & COOPER SF information' concerning program. production assistance''and Program distribution capabilities on such channels. (b) Assignee will include available program information for PEG channels in Assignee's, regular cable program guides. following (c) Assignee will provide notice annually to the g persons of the availability of a free copy of 'the cable system's access. information guide (which is presently contemplated to- be continued by,Assignee in substantially its existing. form) t, . (i) the senior officers or' communications directors of all civic, charitable and other community organisations within the franchise territory which Assignee is able to identify with reasonable effort; persons responsible for drama and theater, musical, artistic and other cultural and communica- tions programs at all public and private schools, colleges and universities in the City of Anaheim which Assignee is able to identify with reasonable effort; (iii) responsible persons at all public and private libraries within the City of Anaheim which Assignee is able to identify with reasonable effort; (iv) any other person having a mailing address for.the City of Anaheim who requests such notifica tion or other information from Assignee. (d) Assignee will review, revise and update as appropriate the access information guide of the cable system serving the City of Anaheim, in consultation with appro- priate City officials or committees, users of the PEG access channels 'and resources, and other interested persons, to provide appropriate procedures for the following= (i) the availability of information concern- ing PEG facilities and resources; (ii) the appropriate staff parsons of Assignee to contact to further inquire about such PEG ..., channels and resources or to schedule arrangements for instruction in the use thereof; (iii) the scheduling of use of the production facilities and equipment; WWHlOR/4/12.1186 -3- P.13 • VW_ 11 'bb lc cd UUUr'LK, WH1 i t UUUHLR 5F P.14 .(iv) the 'scheduling of viewing times for programming offered for distribution on PEG channelop and timet PEG (v) the development of more complete and Y program guide information, for inclusion in program guides provided by Assignee over the cable system. tej Assignee will contact the responsible persons or access committee officials of other franchising authori- ties of areas served by -the cable system serving the City of Anaheim, to arrange for communication and coordination among such persons for the joint and mutual use of the PEG access Channels and facilities by the various Communities. 4. Production and Playback Ecruipment. The present complement of equipment, which exceeds that specified by the terms of Ordinance No. 40870 shall be maintained, repaired and replaced as necessary to preserve the present overall effective level of equipment resources. Commitments to acquire additional quantities of equipment or more sophisticated equipment shall be considered from time to time by Assignee in consultation with the. City and its designee and with users of the PEG access channels and equipment, and . in view of technological developments, compatibility with Assignee's cable distribution system, financial 'requirements, practical suitability, and user interest. Assignee shall provide casualty insurance for PEC equipment and shall employ reasonable methods to promote the responsible use and care of the equipment by members of the community. WWHIOR/4/121186 -4- DEC 11 '86 12:17 COOPER.WHITE & COOPER SF P.8 EXHIBIT D: MULTIPLE DWELLING UNITS (MDU) MDU (l.) As a construction requirement subject to the liquidated damages section (d)(2) of Exhibit S, Assignee shall make -cable service available to individual residential units of a' building or 'structural complex in the City of Anaheim passed by Assignee's cable distribution system and containing. multiple residential dwelling units, in accordance with the schedule set forth in (3) below, so long as the owner of such building or structural complex consents in writing to the following: .a. To Assignee's providing of the service to units of the building or structural complex; , b. To reasonable conditions and times for. installation, maintenance and inspection of the cable distribution system installed on the promises; c. To' reasonable conditions promulgated by Assignee to protect its installed plant and equipment and to encourage widespread use of the system; d. Not to demand or accept payment or other consideration from Assignee for permitting Assignee to provide service to the building or structural complex and not to discriminate in rental charges or otherwise, between occupants who receive cable service and those who do not; a.# Assignee shall retain the right to discontinue service to the building or structural complex should the owner or manager charge occupants more than the standard cable service rates charged from time to time to other residential subscribers of Assignee; f. If cable services are provided to the building or structural complex under a bulk sales agreement with the owner, the owner or manager shall distribute or make available to, units subscribing to cable services, current copiers of Assignee's program guides which Assignee will provide in sufficient numbers and on the same schedule as such program guiders are provided by Assignee to its other subscribers. (2) Assignee shall make cable service available to all units within a• building or structural complex on a direct billed individual subscriber basis in the event As aignee and the owner of the premises mutually agree on the easements and other terms .reasonably necessary for such an arrangement; cable service under such an arrangement shall aWWH10Q/4/121186 -1- lits 11 ttb 1e:id wurtK,WHITE & COOPER 5F be made. available to property owners .on an equal priority with.the availability of bulk sales arrangements, and upon the same schedule set forth in (3) below. (3) Buildings' -and .structural complexes in the City of ,Anaheim .eligiblefor cable wiring and. service as set forth .in ,.(1) - above .. shall: be offered the . opportunity to receive such cabrle wiring and service on the following schedule: a.: Assignee shall make available ..to eligible buildings :and structural complexes - in the City of Anaheim containing multiple residential units and not then wired for cable service (or its equivalent such as Satellite Master Antenna Television service), written notice describing the availability of cable wiring and service pursuant to the provisions of (1) and (2) above. Such written notice shall be sent to a property's owner, if known, or to the address of a property or its on-site management office, addressed to "Property Owner or Manager." The sending of such written notices shall. be completed in three stages ending. March 1, 1987, March 31, 1987, and. April 30, 1587, respectively, with approximately equal'numbers.of notices required to be sent during each stage. .,Assignee shall also make available such written notice to any other person requesting it in writing, and to other apparently eligible property owners or managers who.Assignee has -..identified by examination of appropriate listings in the Yellow Pages business telephone directory of the telephone company serving the City of Anaheim. b. Within twenty-one (21) days of receiving written notice of interest in cable wiring and service from an owner or owner's representative of an eligible building or structural complex; Assignee shall offer to commence negotiations with such person for the provision of cable wiring and service pursuant to the terms of (1) and (2) above. Assignee shall exert diligent efforts to reach agreement in writing with such person at the earliest practicable time on appropriate terms for the provision of cable wiring.and service. C., Within eight (8) months after reaching' such agreement in writing, Assignee shall complete the installation of cable TV service capability at the agreed site. d. The activityscheduling g periods not forth above shall be tolled (suspended) with respect to a given installation or activity for the duration of any period when intervening circumstances or events beyond Assignee's reasonable control have prevented Assignee's response or continued progress with respect to such installation or aWWH10Q/4/121186, -2- P.9 y DEC 11 '86 12:19 COOPER. -WHITE & COOPER SF P.1O . activity. ;Such.: intervening circumstances or events shall include, for, example and without limitation, fires,' floods, earthquake s.;:..natural disc iters, acts of God, wars, riots, strikes, commercial unavailability of parts .or equipment, extremely ..inclement . weather, governmental. ..acts or prohibiti.ons.,.. and -delays... requested by...the property owner or manager.'...; aWWH10Q/4/127.186 -3-