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1983-031-Authorizing Execution Of Franchise Agreement With Hearst Cablevision Of CaliforniaRESOLUTION NO. 1983 -31 RESOLUTION AUTHORIZING EXECUTION OF FRANCHISE AGREEMENT WITH HEARST CABLEVISION OF CALIFORNIA RESOLVED, by the Town Council of the Town of Los Gatos, that the Mayor is hereby authorized to execute that certain Franchise Agreement between the Town of Los Gatos and Hearst Cablevision of California attached hereto: PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos held this 7th day of February, 1983, by the following vote: AYES: COUNCIL MEMBERS Joanne Benjamin, Terrence J. Daily, Thomas J. Ferrito, Marlyn J. Rasmussen and Mayor Brent N. Ventura NOES: COUNCIL MEMBERS None ABSTAIN: COUNCIL MEMBERS None ABSENT: COUNCIL MEMBERS None SIGNED: MAYOR OF THE TOWN OF LOS GATOS ATTEST: CLERK OF THE TOWN OF LOS GAT FRANCHISE AGREEMENT THIS AGREEMENT, made and entered into this 7th day of February, 1983 at Los Gatos, California, by and between the TUWN7T—LOS GATOS, a municipal corporation of the State of California ( "Grantor" herein), and HEARST CABLEVISION OF CALIFORNIA, a Delaware corporation (doing business as HEARST CABLEVISION OF LOS GATOS) ( "Grantee" herein). W I T N E S S E T H : WHEREAS: 1. Chapter 9 of the Town Code of Los Gatos authorizes the Town as Grantor to grant one or more nonexclusive franchises to operate, construct, install and maintain a cable television system within the Town; and 2. Such a franchise was granted to Teleprompter Corporation pursuant to Ordinance No. 1429 and subsequently transferred to Group W Cable, Inc.; and 3. Grantee wishes to acquire from Group W Cable, Inc. the franchise so transferred, and to obtain an extension of the terms of said franchise, and Grantor desires to approve and grant the same; NOW, THEREFORE, Grantor and Grantee do hereby agree as follows: Section 1. FRANCHISE TRANSFER. Pursuant to the applicable provisions of Chapter 9 of the Town Code, the Town as Grantor hereby approves the transfer to Hearst as Grantee of the franchise previously awarded to Teleprompter by Town Ordinance No. 1429, subject to the conditions of revised Chapter 9 and this Agreement. Section 2. FRANCHISE EXTENSION. 2.1. Grant. Pursuant to Section 9.30.010 of Chapter 9, the Town hereby grants to Grantee a franchise to construct, operate, install, maintain, and reconstruct a cable communications system within the Town, subject to all of the terms and conditions of Chapter 9 and this Agreement. 2.2 Extension. In accordance with Chapter 9, the Town as Grantor hereby grants to Grantee an extension of the franchise referred to in Section 1, thereby extending its term to ten (10) years from the effective date of this Franchise Agreement, subject to all terms and conditions of Chapter 9 and this Agreement. 2.3 Effective Date. No rights shall accrue to Grantee under this Agreement until Grantee has, in writing signed by an officer authorized to do so, executed this Agreement and delivered it to the Town together with all required instruments of s- curity and proofs of insurance. Section 3. IMPROVEMENTS. Grantee shall make repairs and improvements to the System under the terms and conditions set forth in Exhibit A attached hereto. Section 4. PROGRAM SERVICES. 4.1. Initial Services. Subject to modification as provided herein or in Chapter 9, Grantee shall initially provide the program services described in Exhibit tached hereto at the time th , provided. Grantor recognizes that the prorjsed modifications to the systei,, include the elimination from the present basic service package of five television signals from Sacramento, Monterey, and Salinas, carrying a variety of types of programming. As a replacement, the Grantee shall add to the basic service the signals of at least three satellite - delivered networks that include programming selected from the following programming types: cultural, educational, sports, children, or news. If Grantee is required to carry any additional "must carry" channels, it will not do so by eliminating any of the three satellite - delivered networks. 4.2. Additions. If channel capacity is increased beyond thirty channels, the basic subscriber service package shall be expanded to include every fourth channel added; i.e. the first, fifth, ninth, etc. Section 5. RATES. 5.1. Initial Increases. Upon completion of the improvements required in Exhibit A to e completed within six (6) months, Grantee may raise its rate for basic subscriber service to $10.25 /month and $4.00 for each additional outlet, subject to the following procedure: a. When Grantee deems that the required improvements have been completed, it shall so certify to Grantor by certified mail to the Town Manager. b. After receipt of the aforesaid certification, the'Town may obtain an independent audit of the certification. Grantee shall reimburse Grantor for the cost of said audit up to a maximum of $5,000. C. If the audit shows that the Grantee's certification is not correct, Grantor shall notify Grantee thereof within ninety (90)days after the certification, and Grantee shall immediately rebate by credit all funds collected by way of increased rates, and shall not be entitled to renew said rate increases until the improvements have been concluded to the satisfaction of the Town. 5.2. Upon Grantee's completion of the improvements required to be completed in one (1) year in Exhibit A, it shall be entitled to increase its basic subscriber service rate to $11.00 per month, with $4.50 per month for each additional outlet. Town may audit said certification of such improvement as provided in the preceding paragraph, except that the cost of the audit shall not exceed $7,500. If the audit shows that the Grantee's certification is not correct, Grantor shall notify Grantee thereof within ninety (90)days after the certification, and Grantee shall immediately rebate by credit all funds collected by way of said increased rates hereunder, and shall not be entitled to renew said rate increases until the improvements have been completed to the satisfaction of the Town. 5.3. Subsequent Rate Changes. All subsequent proposals for basic subscriber service rate changes shall be governed by the procedures set forth in Chapter 9; provided, however, that Grantee and Grantor hereby acknowledge that the provisions of Sections 9.40.045 and 9.40.055 are currently preempted by California Government Code Section 53066.1. Section 6. COMMUNITY ACCESS. Grantee shall provide one (1) community access channel, as specified on Exhibit B hereto, viewable by all subscribers, and available for community, educational, local, and municipal use; provided, however, that such channel may be used by Grantee for its own programming purposes during periods when no -2- community, educatio local, or municipal service vailable. Grantee may also use the communi4, .ccess channel and equipment tu. ,wenty -four (24) hours per week at no charge. Grantee shall provide, at Grantee's sole cost and expense, a second community access channel if the first channel is in use during eighty percent (80 %) of the weekdays for eighty percent (80%) of the time during any consecutive 13 -hour period for ten (10) consecutive weeks; provided that if after the second channel is provided, the first channel fails to meet the foregoing standard for six (6) consecutive months, Grantee need not continue to provide the second channel. In accordance with the provisions of Section 9.40.025 of Chapter 9, Town may utilize and manage said access channel as therein provided. It shall be the obligation of the Town, and not Grantee, to maintain, coordinate, and operate the programming and equipment and facilities utilized in connection with this section. The Town may use the funds set forth in Paragraph 4 of Exhibit A hereto in furtherance of these purposes. Section 7. TECHNICAL STANDARDS. Within twelve (12) months, or twenty -four (24) months if the alternative permitted in Exhibit B is utilized, from the execution of this Agreement, Grantee shall operate and maintain the Cable Television System in such a manner as to meet the technical standards set forth in Exhibit C attached hereto. Such standards may be modified from time to time as provided therein or in Chapter 9. It is understood that the Grantee has not had the opportunity to fully examine the technical performance of the system, due to lack of complete maps and other issues, and that Grantee is thus unable to fully determine whether the existing cable system, after completion of all system repairs and alignment, will be practically capable of meeting the Technical Specifications contained in Exhibit C. It is not intended that the system be reconstructed in order to meet those specifications. If, upon completion of the remapping, repairs, alignment, and detailed technical examination of the existing system within the first six (6) months of system operation, it is found that certain of the detailed technical performance specifications cannot be met, the operator shall submit proposed modified specifications along with a statement justifying why each modification is appropriate; such proposal and statement shall be submitted within eight (8) months of the grant of the franchise transfer. The Grantor will then respond within thirty (30) days, indicating either acceptance of the proposed modifications or providing information as to why the proposal is unacceptable. If required, a final resolution shall be reached by negotiation between technical representatives of both parties. Section 8. NEGOTIATIONS FOR POSSIBLE REBUILD. Commencing in July, 1989, Grantor and Grantee shall enter into good faith negotiations in an effort to reach mutual agreement on the terms and conditions of e plan to rebuild the then existing Cable Television System ( "System Rebuild Plan "). The System Rebuild Plan shall be designated to provide for the operation and maintenance of a cable system to be constructed and maintained so as to consist of state of the art technology at the time of its construction, to the extent it is economically and technically feasible. Such negotiations shall also include negotiations for a renewal of the franchise for a term sufficient for Grantee to realize a reasonable return on its investment to implement the rebuild. If the Town and Grantee agree as to a fair and reasonable program for the improvement of the cable system pursuant to the ayreed -upon System Rebuild Plan, Grantee shall agree that construction of said System Rebuild Plan shall commence the year following the expiration of the franchise as extended pursuant to this Franchise Agreement. -3- Section 9. MISCELLANEOUS. 9.1. Recover of Consultant Costs. Grantee shall, within thirty (30) days of the effective date of t is Agreement or receipt of an appropriate invoice from Grantor, whichever is later, pay to Town a sum equal to the cost incurred by Town for technical consultants providing services to Town in connection with the negotiation of this Agreement; provided, however, that the sum required to be paid to Town pursuant to this Section shall be for services rendered during the period August 17, 1982 to the date of this Agreement, and shall not exceed Ten Thousand Dollars ($10,000). 9.2. Service Area. As provided in Section 9.30.015 of Chapter 9, the service area o t is rranchise shall be the entire territory of the Town of Los Gatos. 9.3. Limit on Audit Expenses. Pursuant to Section 9.40.035 of Chapter 9, the expenses of the independent auditor on the triennial performance review shall not exceed Seven Thousand Five Hundred Dollars ($7,500). 9.4. Amount of Construction and Performance Bond. Pursuant to Section 9.50.010 of C apter 9, the amount of Grantee's bond shall be Fifty Thousand Dollars ($50,000.00). 9.5. Security Fund. Pursuant to Section 9.50.020 of Chapter 9, the amount of the security fund shall be Five Thousand Dollars ($5,000.00). Interest shall accrue to the benefit of Grantee at the rate of seven percent (7 %) per annum from the effective date of his franchise on the sums from time to time maintained in the Security Fund; provided; however, that Town shall have no obligation to segregate the Security Fund nor to pay over said seven percent (7 %) interest to Grantee except upon demand by Grantee as a credit against franchise or other fees otherwise due pursuant to Chapter 9 or this Franchise Agreement. 9.6. Attorney's Fees. In the event of litigation between Grantor and Grantee over any aspect of Chapter 9, this Agreement, or any aspect of cable television service in the Town, the prevailing party shall be entitled to reasonable attorney's fees. 9.7. Option to Close Local Office. Grantee shall have the right to close its local office wit t e we consent of Grantor, which consent shall not be unreasonably withheld. 9.8. Limitation on Audit Fees. Notwithstanding anything to the contrary contained in Section 9. 0.0 o Audit of Alleged Inadequate Performance) of Chapter 9, the total reimbursement from Grantee to Grantor for the costs of hiring consultants pursuant to said section shall not exceed, in any twelve (12) month period, the sum of Seven Thousand Five Hundred Dollars ($7,500.00). 9.9. Election under Government Code Section 53066._7(f)(3). At such time as Grantor has established an Access Channel Manager as provided in Section 9.40.060 of the Town Code in a manner that complies with Government Code Section 53066.1(f)(3), Grantee shall elect to provide forty cents per subscriber per year to that entity as provided in said section. M Section 10. DEREGULATION. Grantor and Grantee expressly recognize and agree that t e initial services contained in Exhibit B hereto, and the community access provisions of this Agreement and Chapter 9, constitute satisfaction of the conditions to Grantee's right to elect deregulation of rates as same is more specifically set forth in California Government Code Section 5066.1, et. seq., as currently in effect. Section 11. MORATORIUM. The provisions of Sections 9.30.050 (Forfeiture or evocation , . .020 (Security Fund), 9.60.015 (Plant Survey), and 9.70.010 through 9.70.015 (Remedies for Franchise Violations) shall not take effect until one (1) year from the effective date of this Agreement IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement on the day and year first above written. DATED: �� TOWN OF LOS GATOS By Mayor DATED: HEARST CABL ISION OF CALIFORNIA B �, Pgoing instrument is a ^o-ec' copy of the original r� file in t i _ST' zt � <.,;__F K OF THE TOWN OFLOSGIOS -5- IMPROVEMENTS Grantee shall make the following improvements to service, and shall complete the improvements by the deadlines indicated. The time for completion of any specific improvement shall begin on the first day that the Franchise Agreement is in effect. 1. Signal Reception Improvements. In each instance listed below in this Paragraph 1, Grantee may utilize alternative signal reception improvements if approved by Grantor. a. Installation of community earth station sufficient to permit all satellite - delivered signals now carried on the system or to be carried in the future to be received at the local system, thereby eliminating insofar as possible the.present use of microwave facilities for delivery of such signals. Completion within six (6) months. b. Elimination or repair of all microwave links serving the system; any microwave links to be retained are to be repaired so as to operate within manufacturer's specifications, and a plan for continued maintenance to those specifications is to be submitted to the Town. Completion within six (6) months. C. Installation of new or modified off -air receiving antennas where necessary to correct inadequate signal levels or ghosting conditions. Includes antennas for local system headend and for any signal to be received at Monument Peak if such signals are retained for carriage on the system. Completion within six (6) months. d. Installation of new or repaired processing equipment at headend where required to correct spurious interference, cross modulation, incorrect aural - visual signal level ratios, and other problems, such that technical performance specifications are met. Completion within six (6) months. e. Installation of standby power at headend sufficient to operate all processing equipment at that site. Completion within six (6) months. 2. Signal Distribution Improvements. In each instance listed below in this Paragraph 2, Grantee may use alternative signal distribution improvements if approved by Grantor. a. Installation of a supertrunk between any remote reception site (existing Kennedy Road site or other subsequent site) and a hub. site centrally located in the distribution system. The improved design should include one -inch transmission cable, low- distortion amplifiers, and a channel transmission configuration designed to minimize overall degradation to the signals when reprocessing at the hub is taken into consideration; other appropriate designs may also be proposed. Completion within twelve (12) months. If a firm proposal for an AML hub system, including a specific schedule, is provided by the Grantee, it will then be.considered acceptableif the amplifiers in the main trunk (from the headend to the first major trunk split in the center of the Town) are replaced by an approved newer design low - distortion amplifier, with the existing cable left in place. If Grantor approves the concept of a super hub, completion may be extended to twenty -four (24) EXHIBIT A b. t,._ansion of capacity of least thirty (30) channels. Reconfiguration hub served by supertrunk, as and if required. months. If Grantor approves the concept of a improvements described herein, completion may months. existing . stribution system to at if distribution system, to utilize Completion within twelve (12) super hub in lieu of the be extended to twenty -four (24) C. Establishment of a continuous balance and sweep program. Full system to be swept at minimum interval of six (6) months. Completion within twelve (12) months. d. Addition to test equipment as proposed by Grantee. Completion within six (6) months. e. Restoration or installation of operational AGC equipment throughout distribution system, in conformance with original system design. Completion within twelve (12) months. f. Provision of improved spare parts inventory, in accordance with proposal by Grantee. Completion within six (6) months. g. Updating of all system construction maps to current system status. Provision of Mylar map masters. Provision of map reductions for use in all field vehicles. Provision of one reduced map copy to Town. Completion within twelve (12) months. h. Provision of adequate field vehicles for use by field maintenance personnel. Completion within twelve (12) months. i. Provision of improved staff of technical personnel, in accordance with proposal by Grantee. j. Institution of regular program of company technical seminars. Completion within three (3) months. k. Installation of addressable converters throughout the system. Completion: No later than two (2) years after the effective date of this Franchise Agreement, addressable converters will be available to all subscribers requesting appropriate tiers of service. 1. Subject to the density, and other conditions regarding line extension contained in Chapter 9, completion of construction of distribution system and provision of cable television service to all areas of the Town not presently served. Completion within eighteen (18) months. 3. Customer Service Improvements. a. Institution of increased selection of satellite- delivered programminy. Upon completion of installation of the community earth station, an additional selection of satellite - delivered services shall be offered to subscribers. Upon initiation of such service offering, the existing imported broadcast television channels from Sacramento, Monterey and Salinas may be deleted from the system. Basic subscriber television service shall subsequently include, at the minimum, those signals listed in attached Exhibit B. Other tiers of service may be offered at the discretion of the Grantee. Completion upon compliance with Paragraph 2a of this Exhibit. b. Establishment of a customer service center, in accordance with plans previously proposed by Grantee. Completion within six (6) months. EXHIBIT A -2- C. I titution of a technical service esponse program including live telephone service response available from 9:00 A.M. to 9:00 P.M. seven (7) days a week. Completion within six (6) months. d. Institution of an on -line billing system permitting system personnel to perform customer inquiries and service call processing via computer. Completion within twelve (12) months. e. Establishment of a central radio dispatch system for dispatching of field maintenance personnel. Completion within six (6) months. f. Institution of an improved public relations program. To begin immediately. g. Provision of an adequate and competent clerical staff. Completion within three (3) months. h. Institution of a program of regular company clerical seminars. Completion within three (3) months. 4. Community Service Improvements. a. Interconnection shall be provided to permit the direct insertion of community access programming onto an access channel of the system from two out of three of the following points: at the Los Gatos Town Hall, at the Los Gatos Community Center, or at the Los Gatos High School. Completion: Capacity for tape or replay, twelve (12) months; live programming, twenty -four (24) months. b. Grantee shall pay the following amounts to Grantor to be used exclusively for local origination and access equipment: (1) Fifty Thousand Dollars ($50,000) at the time of the certification referred to in Paragraph 5.1 of this Franchise Agreement. (2) An additional Fifty Thousand Dollars ($50,000) at the time of the certification referred to in Paragraph 5.2 of this Franchise Agreement. C. All public buildings, defined as schools, fire - police stations, libraries, and municipal government buildings within the Town limits shall be provided one outlet for cable service without installation charge or monthly service fee when the system passes within five hundred (500) feet of the lot line. Grantee shall absorb the cost of any amplification equipment necessary to satisfy this requirement. Completion within twelve (12.) months. d. The System shall be so configured as to permit transmission of emergency audio override warnings on all television channels of the System simultaneously, upon the order of appropriate Town officials. Completion within twenty -four (24) months. 5. Completion of System Repairs. Grantor recognizes that most of the specific repairs and corrections required by the Hammett & Edison, Inc. report to Grantor of February 19, 1982, will be accomplished as other system work specified in the EXHIBIT A -3- previous paragraphs a impleted. In any event, all ol .ne systems shall be repaired or modified to meet the Technical Specifications contained in Exhibit C within twelve (12) months or twenty -four (24) months if the super hub concept is utilized. Specific problems identified by the report, which may not be covered under other provisions herein and which are required to be corrected, are the following: a. Elimination of spurious interference to Channel 48 signal carried on cable Channel 12 b. Elimination of severe interference to Channel 32 signal carried on Cable Channel N C. Correction of low signal levels throughout the large apartment complexes. d. Installation of taps in above - ground pedestals in underground utility areas where the seepage of water has been a substantial problem. EXHIBIT A -4- A. 91 C. D. PROGRAM SERVICES Basic Subscriber Television Services. 1. KTVU -TV 2 Oakland IND 2. KRON -TV 4 San Francisco NBC 3. KPIX -TV 5 San Francisco CBS 4. KGO -TV 7 San Francisco ABC 5. KQED -TV 9 San Francisco EDU 6. KNTV -TV 11 San Jose ABC 7. KDTV -TV 14 San Francisco EDU 8. KEMO -TV 20 San Francisco IND 9. KTSF -TV 26 San Francisco IND 10. KQEC -TV 32 San Francisco IND 11. KIVU -TV 36 San Jose IND 72. KVOF -TV 38 San Francisco IND 13. KBHK -TV 44 San Francisco IND 14. KSTS -TV 48 San Jose IND 15. KTEH -TV 54 San Jose EDU 16. KCSM -TV 60 San Mateo IND 17. THE SPORTS CHANNEL 18. LOCAL ORIGINATION /MUNICIPAL ACCESS /COMMUNITY 19 -21. THREE OTHER SATELLITE - DELIVERED NETWORKS SET 4.1 OF THE AGREEMENT. ACCESS FORTH IN PARAGRAPH Pay Satellite Television Package (Within twenty -four (24) months). Network 1. CABLE HEALTH NETWORK 2. DAYTIME 3. MUSIC TELEVISION 4. USA NETWORK 5. WTBS Pay Television Services. 1. SHOWTIME 2. HBO Basic Music Services. Programming FITNESS AND MEDICINE WOMEN'S VIDEO MAGAZINE CONTEMPORARY MUSIC SPORTS VARIETY GENERAL INTEREST 24 INDIVIDUALLY PROCESSED FM STEREO STATIONS EXHIBIT B CHNICAL ,PERFORMANCE SPECIFIC.,.. .S System performance specifications indicate the desired technical quality with which television and other signals are to be carried by the system and delivered to subscribers. These specifications shall apply to the complete system in place as of 1982 and shall apply to all subsequent construction. All signals carried by the system on outgoing channels shall simultaneously meet these minimum performance standards at each 75 ohm subscriber terminal at all times for any ambient temperature between 30 and 100 F. For broadcast signals, these performance specifications relate to the entire signal path, including the effects of propagation from the original station and the performance of the off - the -air receiving antenna systems. For signals received via satellite, these specifications apply to the path beginning with the earth station receiving antenna and include all facilities necessary to process the signal and .relay it to the final subscriber. For other signals not originated within the return cable system, these specifications relate to the entire signal path including the equipment required to relay the signal from the point of origin to the point of insertion into the cable system. For signals originating in the return system, these specifications apply to the return portion of the path and to the outgoing portion of the path, each independently. Television Signals. The system shall meet the following performance standards with television signals being carried on any number of channels up to the system capacity. The carriage of encoded television, data, FM signals; or return signals shall not degrade any television signal below these standards. 1. Channel Assignments. The 12 standard VHF channels shall be as specified in Section 73.603(a) of the FCC Rules, with additional channels assigned as in common cable television practice. 2. Channel Frequency Response. The amplitude variation with frequency across any single 6 MHz channel shall not exceed + 1 dB. 3. Visual Carrier Frequency. The frequency of the visual carrier shall be maintained at 1.25 MHz + 25 kHz above the lower boundary of each 6 MHz channel, as carried on the system. FCC standards shall apply to converter outputs, where utilized. 4. Aural Carrier Frequency. The frequency of the aural carrier shall be 4.5 MHz + 1 kHz above the frequency of the visual carrier. 5. Synchronous Carriers. All VHF broadcast signals carried on- channel on the cable within their Grade B contour shall be synchronous (phase locked) with the original broadcast signals. This shall not imply a requirement for replacement of existing headend processors where such processors are not presently capable of being phase locked; but shall apply to any new processing equipment added to the system. Notwithstanding, phase locking shall be provided for any VHF signals for which direct pickup problems are experienced. 6. Subscriber Signal Levels. The visual carrier level (defined as the RMS visual carrier voltage during synchronizing pulses across a 75 ohm termination) shall be a minimum of 0 dBmV at each subscriber terminal. The maximum level shall not exceed + 18 dBmV. 7. Aural Carrier Level. The aural RMS carrier level shall be maintained between 13 and 17 dB below the associated visual carrier level. EXHIBIT C 3. Adjacent - Channel Visual Carrier Levels. Levels of any visual carriers with a nominal 6 MHz frequency separation shall differ by no more than 3 dB. 9. Overall Visual Carrier Levels. No visual carrier level shall differ by more than 10 dB from any other visual carrier level. 10. Visual Carrier Level Stability. The visual carrier level on each channel shall vary no more than 10 dB through any 24 -hour period. 11. Cable System Noise. The noise generated within the system shall be such that the ratio of visual carrier level to the RMS noise voltage in or referred to a 4 MHz bandwidth located within the channel is greater than 43 dB. 12. Intermodulation Products. The RMS level of any single intermodulation product or other unwanted coherent signal within any 6 MHz channel shall be at least 55 dB below the visual signal level. The RMS level of all such signals within any 6 MHz channel, when combined, shall be at least 46 dB below the visual carrier level. 13. Cross - Modulation Level. Cross - modulation products, as defined and measured in accordance with NCTA specifications, shall be at least 50 dB below the visual carrier level. 14. Hum. The peak -to -peak variation in visual signal level caused by undesired low frequency disturbances (hum or repetitive transients) generated within.the system shall not exceed 2% of the visual carrier level. 15. Reflections. Signal reflections, due either to reflecting objects in any radio path or due to any processing or distribution system equipment, shall be no greater than the following limits: Reflections Relative to the Delay Incident Signal Less than + 0.5 microsecond -20 dB Greater than + 0.5 but less than -30 2.0 microseconds Greater than + 2.0 microseconds -40 Exceptions to this specification will be granted for particular channels received off -air where it can be demonstrated that all reasonable techniques have been utilized to reduce the effects of multipath interference; it is not intended that microwave importation be utilized for signals presently received off -air at the system headend, in order to meet this specification. 16. Subscriber Terminal Isolation. The isolation provided to each subscriber terminal from any other subscriber terminal shall not be less than 25 dB over the frequency range from 5 to 400 MHz, except that the isolation between separate subscriber terminals of the same subscriber shall not be less than 15 dB. This shall apply only to replacement equipment; existing equipment shall conform to FCC specications. EXHIBIT C -2- 17. Radiation. Radiation from the system shall be limited as follows, or as otherwise specified by the FCC Rules: Radiation Frequency Limit Distance Up to and including 54 MHz 75 uV /m 100 ft. Over 54 up to and including 216 MHz 20 10 Over 216 MHz 15 100 FM Signals. The system shall meet the following performance standards for -the carriage of FM radio signals. 1. Processing. All FM signals carried by the system shall be individually processed. Levels shall be independently controlled and maintained between 0 and -16 dBmV, and adjacent - channel levels shall differ by no more than 6 dB. 2. Channel Spacing. The nominal center frequencies of all FM signals carried on the system shall be separated by a minimum of 400 kHz. Carriers shall fall only on the standard FM broadcast channel frequencies of Section 73.201 of the FCC Rules. 3. Frequency Tolerance. The center frequency of all FM radio carriers shall be maintained within + 2 kHz of the nominal carriage frequency. Cablecast E ui ment. System equipment utilized for originating signals intended for carriage on ocal origination or access channels shall comply with good industry practice for cable television origination equipment. Other Signals. Carriage of outgoing and return signals for data and other purposes may proceed in accordance with equipment manufacturers specifications for each service, provided such carriage does not degrade other signals below their appropriate standards. CONSTRUCTION SPECIFICATIONS These specifications shall apply to extensions of the system to areas previously unserved and shall apply to any reconstruction of any portion of the system in which amplifiers and any other system components are upgraded. The performance specifications of the previous sections are controlling in that the system shall be designed, installed, and maintained to meet or exceed those standards under all operating conditions. In addition, the system shall meet the following construction standards to insure that the desired system quality and flexibility are provided. 1. Signal Level. Adequate consideration shall be given in system design to second outlets, F14 outlets, and connections for other specialized services, to insure that the required minimum subscriber signal level specifications will be met in a completed system. 2. System Frequency Response. The system frequency response shall be flat within + 3 dB over the full design frequency band as measured between the multiplex combiner located at the headend and any appropriate test EXHIBIT C -3- point or subscriber terminal located in the feeder system. This specification shall apply only if substantially all of such a path consists of new or reconstructed system. 3. Relative Chrominance- Luminance Delay. Any additional delay of the Chrominance signal relative to the luminance on any television channel, caused by the installation of crossover filters for bi- directional communications, shall be limited to 150 nanoseconds. 4. Cable Type. All coaxial cables shall use copperclad center conductors with solid sheath outer conductors or approved equal. The trunk and feeder cables shall have electrically seamless outer conductors. All cables shall be jacketed with black polyethelene or approved equal. Drop cables shall be specifically chosen to minimize ingress of signals at sub -band frequencies. 5. Connectors. All coaxial connectors shall be of the solderless type. A positive moisture seal, such as heat - shrinkable tubing, shall be used on all connectors and fittings in the system. 6. Passive Devices. All passive devices shall meet their operating specifications over the full design frequency range. All unused taps shall be terminated with a 75 -ohm load. EXHIBIT C -4-