Loading...
HomeMy WebLinkAbout98-0723 No.( #) COMMON COUNCIL PROCEEDINGS OF THE CITY OF BUFFALO SPECIAL SESSION (JULY 23, 1998) MAYOR Hon. Anthony M. Masiello COMPTROLLER Joel A. Giambra COMMON COUNCIL PRESIDENT OF THE COUNCIL James W. Pitts PRESIDENT PRO TEMPORE David A. Franczyk MAJORITY LEADER Rosemarie Lo Tempio COUNCILMEMBERS-AT-LARGE Beverly Gray Barbara Kavanaugh Rosemarie LoTempio DISTRICTCOUNCILMEMBERS ALFRED T. COPPOLA - DELAWARE BARBARA MILLER-WILLIAMS - ELLICOTT DAVID A. FRANCZYK - FILLMORE RICHARD A. FONTANA - LOVEJOY BYRON BROWN - MASTEN ROBERT QUINTANA - NIAGARA DALE ZUCHLEWSKI - NORTH DENNIS T. MANLEY - SOUTH KEVIN J. HELFER - UNIVERSITY REGULARCOMMITTEES CIVIL SERVICE COMMITTEE: Beverly Gray, Chairman, Alfred T. Coppola, Kevin J. Helfer, Barbra Kavanaugh, Dennis T. Manley CLAIMS COMMITTEE: Robert Quintana, Chairman, Alfred T. Coppola, David Franczyk, Kevin J. Helfer, Barbara Miller-williams, Members COMMUNITY DEVELOPMENT COMMITTEE: Dale L. Zuchlewski Chairman, Byron Brown, Richard A. Fontana, Kevin J. Helfer, Rosemarie LoTempio, Barbara Miller-Williams Members FINANCE COMMITTEE: David Franczyk, Chairman, Byron Brown, Beverly Gray, Kevin J. Helfer, Dennis T. Manley, Dale Zuchlewski Members. LEGISLATION COMMITTEE: Alfred T. Coppola, Chairman, Richard A. Fontana, Kevin J. Helfer, Barbra Kavanaugh, Rosemarie LoTempio, Robert Quintana, Members RULES COMMITTEE: James W. Pitts, Chairman Kevin J. Helfer, Rosemarie LoTempio , Members EDUCATION COMMITTEE: Barbra A. Kavanaugh Chairman, Beverly Gray, Kevin J. Helfer, Barbara Miller- Williams, Dale Zuchlewski Members SPECIALCOMMITTEES TELECOMMUNICATIONS COMMITTEE: James W. Pitts, Chairman, Alfred T. Coppola, Richard A. Fontana, Beverly Gray, Kevin J. Helfer BUDGET COMMITTEE: Rosemarie LoTempio , Chairman, Byron Brown , Alfred T. Coppola, David Franczyk, Kevin J. Helfer, ERIE BASIN MARINA LEASE COMMITTEE: James W. Pitts, Chairman, Alfred T. Coppola, Richard A. Fontana, Kevin J. Helfer, Rosmarie LoTempio, Robert Quintana POLICE REORGANIZATION COMMITTEE: Robert Quintana, Chairman, Beverly Gray, Kevin J. Helfer, Rosemarie LoTempio, Dennis T. Manley CORPORATION PROCEEDINGS COMMONCOUNCIL CITYHALL-BUFFALO THURSDAY,JULY23,1998 Seconded by Fontana AT2:00P.M. CARRIED. RECEIVED AND FILED PRESENT - James W. Pitts President of the Council, and and Council Members Brown, Coppola, Fontana, NO.3 Franczyk, Gray, Helfer, , LoTempio, Pitts, Quintana, RESOLUTION Williams and Zuchlewski - 11. BY:MR.PITTS TRANSFEROFTHECABLE ABSENT - Council Members Kavanaugh and Manley -TELEVISIONFRANCHISE 2 WHEREAS, TCl of New York, Inc. ("TCI”) owns, operates and maintains a cable television system (the "System") in the NO.1 City of Buffalo (the "City") pursuant to a Franchise Agreement CALLFORSPECIALSESSION (the "Franchise Agreement") by and between the City and TCI Pursuant to Section 30 of the Charter of the City of Buffalo, effective January 1, 1996, as approved by the New York State upon the request of the President of the Common Council Commission on Cable Television in its order approving James W. Pitts of the City of Buffalo, dated July 20, 1998, renewal, adopted on December 27, 1995: and presented to you herewith, I hereby call a Special Meeting of Whereas, TCl and Parnassos, L.P. ("Parnassos"), together the Common Council. This meeting is to be held in the Council with certain other related parties, have entered into an Chambers, City Hall, Buffalo, New York, on July 23, 1998 at 2: agreement (the "Asset Contribution Agreement") pursuant to 00 p.m. for the following purpose: which the System and the Franchise Agreement (after one or To receive, consider and take appropriate action on the transfer more intermediate transfers pursuant to an intercompany of the cable franchise. restructuring) will be transferred to Parnassos:( the "Transfer") WE, the undersigned, members of the Common Council, and hereby request that you call a Special Meeting of the Common Whereas, TC1 and Pamassos have requested the consent Council, pursuant to Section 30 of the Charter of the City of of the City to the Transfer in accordance with the requirements Buffalo, for the following purpose: of the Franchise Agreement, and have filed an FCC Firm 394 To receive, consider and take appropriate action on the transfer with the City and have requested approval of the Transfer by of the cable franchise. the New York Public Service Commission (the "PSC"); and WE request that this Special Meeting be held on July 123, Whereas, Parnassos has agreed to certain amendments to 1998 at 2:00 p.m. the Franchise Agreement, subject to the approval of the PSC Alfred Coppola, Barbra Kavanaugh, Richard Fontana, as may be necessary, has agreed to undertake and complete Rosemarie LoTempio, David Franczyk by December 31, 2001 the rebuilding and upgrading of the TO EACH MEMBER OF THE COMMON COUNCIL: System with a bandwidth of 750 MHz, which upgrade and YOU ARE HEREBY NOTIFIED that, pursuant to Section 30 of rebuild TCl had failed to undertake in accordance with the the Charter of the City of Buffalo, upon the written request of Franchise Agreement, has agreed to perform other covenants the Mayor, dated July 20, 1998, President of the Common of the Franchise Agreement which TCI had failed to perform, Council James W. Pitts, has called a Special Meeting of the and has agreed to compensate the City and subscribers of the Common Council, to be held in the Council Chambers, City System in connection with covenants of the Franchise Hall, Buffalo, New York, on July 23, 1998 at 2:00 p.m. Agreement not heretofore performed by TC1 (collectively, the for the following purpose: "Transfer Conditions"); and To receive, consider and take appropriate action on the transfer Whereas, the Transfer and the Transfer Conditions are of the cable franchise. deemed to be in the best interests of the residents of the City. Pursuant to Rule 2 of the Rules of Order of the Common NOW, THEREFORE, BE IT Council of the City of Buffalo, each of the following named Resolved, that the City consents to the Transfer in accordance members of the Common Council, to wit: with the terms and conditions of the Transfer Agreement, KEVIN HELFER, DAVID A. FRANCZYK, RICHARD attached hereto, by and among the City, TC1 and Parnassos, FONTANA, ROBERT QUINTANA, BEVERLY GRAY, subject to approval by the Corporation Counsel and the DENNIS T. MANLEY, BYRON W. BROWN, ROSEMARIE President of the Common Council of the form of the bonds and LoTEMPIO, ALFRED T. COPPOLA, BARBRA A. guaranty to be made part of such Transfer Agreement; and be KAVANAUGH, DALE ZUCHLEWSKI, BARBARA A. MILLER-it further WILLIAMS Resolved, that the City has reserved its rights and remedies hereby states that he/she received notice of the time and with respect to any matters arising out of the recent PSC Audit purpose of the Special Meeting of the Common Council duly of the Franchise Agreement: and be it further called to be held on July 23, 1998 at 2:00 p.m. Resolved, that it is a condition of this Resolution that prior to Alfred Coppola, Barbra Kavanaugh, Richard Fontana, closing of the Transfer that the City be paid in full with respect Rosemarie LoTempio, David Franczyk, Beverly Gray, Robert to any gross utility income taxes owed by Hyperion to the City; Quintana, Byron Brown, Barbara Miller-Williams, Dale and be it further Zuchlewski, (Joy Penders) DT Manley’s Office, Kevin Helfer Resolved, that the execution and delivery of the Transfer STATE OF NEW YORK) Agreement by the City is hereby authorized, subject to such COUNTY OF ERIE modifications as may be required by the Corporation Counsel in CITY OF BUFFALO consultation with the President of the Common Council to On this 21st. day of July 1998, before me, the subscribers, effectuate the purpose and intent of this Resolution: and be it personally appeared lastly MEMBERS OF THE COMMON COUNCIL Resolved, that the appropriate City officials are authorized to to me known to be the same persons described in and who take such further actions as are necessary to obtain such executed the foregoing instrument, and they duly and severally approvals as may be required by the PSC of the terms and acknowledged to me that they executed the same. conditions of the Transfer Agreement and to effectuate the Gerald A. Chwalinski Transfer in accordance with the Transfer Agreement. Commissioner of Deeds, in and PASSED for the City of Buffalo, N.Y. AYES- 11 NOES- 0 Commission expires 12/31/98 RECEIVED AND FILED NO.4 TRANSFERAGREEMENT NO.2 This Transfer Agreement (the "Agreement") is entered into HEARING-TRANSFEROFCABLEFRANCHISE-as of the day of July, 1998, by and among the City of Buffalo, TCI/PARNASSOS New York (the "City"), a municipal corporation of the State of A public hearing has been set before the Common Council, New York with principal offices located at 65 Niagara Street, at this Special Session, on the above item, and a Notice of Buffalo, NY 14202, TO of New York, Inc. ("TCI, a New York same has been published in the Buffalo News, a copy of which corporation with offices located at 355 Chicago Street, Buffalo, is attached hereto. NY 14202, and Parnassos, L.P. ("Parnassos"), a Delaware On motion by Mrs. LoTempio, seconded by Fontana the item is limited partnership with principal offices located at Main at properly before the Common Council, and the hearing is Water Street, Coudersport, PA 16915. opened. Recitals CARRIED. A. TCI owns, operates, and maintains a cable television Appearances-Mike Regis system (the "System") in the City as the holder of a franchise Art Nephew, TCI (the "Franchise") granted by the City pursuant to the Franchise Mrs. LoTempio now moved that the hearing be closed. Agreement (the "Franchise Agreement") between the City and TCI, effective January 1, 1996, as approved by the New York accordance with the Franchise Agreement. A. 11 rights and State Commission on Cable Television in its order approving remedies provided to the City by this Section 3f and the renewal, adopted December 27, 1995; and performance bond shall be in addition to, and not in substitution B. TCI and Parnassos together with certain other related of, any other rights and remedies of the City as provided in the parties, are parties to an Asset Contribution Agreement (the Franchise Agreement in the event of the breach by the "Asset Contribution Agreement") dated January 8, 1998 Franchisee of any material or non-material provision of the pursuant to which the System and the Franchise (after one or Franchise; provided, however, that the City shall first call upon more intermediate transfers pursuant to an intercompany the security fund provided for by Article 28 of the Franchise restructuring) will be transferred to Parnassos subject to the Agreement for any sum of less than $10,000 before calling on written consent of the City and the approval by the New York the performance bond. In addition, Parnassos shall deliver to Public Service Commission; and the City an executed original of the corporate guaranty of C. The parties to this Agreement wish to resolve certain issues Adelphia Communications Corporation in the form of Exhibit E with respect to the Franchise and the Franchise Agreement attached hereto. and to provide for the transfer of the Franchise as provide in d. Pamassos shall deliver to the City new certificates of the Asset Contribution Agreement; and insurance meeting the Insurance Requirements of Article 19 of D. The parties to this Agreement agree that it is in the best the Franchise Agreement. interest of all of the parties to enter into this Agreement. 3. Franchise Agreement Amendments and Other Parnassos AGREEMENT Obligations. 1. The parties agree as follows: a. Parnassos agrees to complete a rebuild/upgrade of the a. Except as otherwise provided for herein, all terms used in System within the City to a 7 50 MHz bandwidth, two way this Agreement shall have the meaning ascribed to them in the active system by December 3 1, 2001 in accordance with the Franchise Agreement. design features and timetable set forth in Exhibit. A attached b. This Agreement shall constitute an amendment of tile hereto (the "750 MHz rebuild/upgrade"). Parnassos will Franchise Agreement. All references herein to the "Franchise provide to the City a full and complete 750 MHz Agreement" shall be deemed to mean the Franchise rebuild/upgrade design report by December 31,1998, which Agreement as amended by this Agreement. report will be subject to the review and approval by the City c. TCI Pamassos and the City agree to prepare, file, execute within thirty (30)days of receipt of such report by the City.. and cooperate in furthering any applications or documentation Upon such approval by the City, which approval shall not necessary to have this Agreement, and the amendments and unreasonably be withheld, the design report will be deemed an modifications provided for in this Agreement to the Franchise amendment of and supplement to Exhibit A. Agreement and the Franchise, approved by the New York b. Parnassos will complete the Showcase School project Public Service Commission without modification or conditions described in Exhibit B attached hereto in accordance with the which have not been approved in writing by the City. timetable provided for therein. 2. Payments and Documents to be Delivered at Closing c. In conjunction with the upgrade of the System described in a. At Closing, as defined in Section 5 of this Agreement, the Section 3a, Pamassos will accelerate the implementation of following documents and payments shall be delivered to the nine additional satellite schools to the Showcase School project City. such that the implementation is completed by such time that (i) TCI will deliver or pay to the City: the 750 MHz rebuild/upgrade is substantially completed as a. $10,780 as payment in full for any fine due for not filing a provided in Section 3d. rebuild report required by the Franchise Agreement. d. Parnassos agrees to pay to the City, $10,000.00 per b. Prepayment of all the remaining educational and month, beginning on January 1, 1999, until the 750 MHz governmental access funding due during the term of the rebuild/upgrade is substantially completed (to be paid in Franchise, exclusive of any extension or holdover period, in the advance on a quarterly basis).Such amount shall be reduced amount of $395,000.00. on a quarterly basis in proportion to the percentage of c. A general release of any and all past or current liabilities of subscribers who have the benefit of the 750 MHz BCTV, the City's third party public access administrator to TCI rebuild/upgrade as of the end of the preceding quarter. For d. A large screen TV, VCR, plain paper facsimile machine, example, if on December 31, 1999 25% of the subscribers are notebook computer (150 MHz), flat bed scanner, overhead connected to the 750 MHz rebuild/upgrade features of the projector and screen for the City's Office of System, the $ 1 0,000.00 is reduced to $7,500 per month for Telecommunications. the following quarter and thereafter until adjusted again as The obligations listed above in items (i)a. through (i)d. above provided in this Section 3d. For purposes of this Section 3d, are collectively referred to in this Agreement as the "TCI "substantially completed" shall mean at such time as a 750 Obligations". MHz system as described in Exhibit A is available to 95% all (ii) Parnassos will pay or deliver to the City: subscribers of the System. a. $200,000.00 in additional PEG capital support (which shall e. In the event that the 750 MHz rebuild/upgrade is not not be passed through to subscribers of the System). proceeding on schedule, Parnassos will deliver to the City b. Pamassos shall deliver to the City a construction bond in amendments to the construction bond as provided for in the form of Exhibit C attached hereto to indemnify the City from Section 2(ii)b of this Agreement, increasing the principal and against losses or costs which the City may suffer or incur amount of the construction as follows: if the 750 MHz system rebuild/upgrade (as defined in Section (i) On December 31, 1999 the construction bond will be 3a of this Agreement)is not completed by December 31, 2001, increased to Ten Million dollars ($10,000,000) if the work to be including, but not limited to, any cost or expense incurred by accomplished by such date has not been completed; and the City in completing the 750 MHz rebuild/upgrade. Such (ii) On December 31, 2000 the construction bond will be construction bond shall be in the principal amount of Two amended to reflect the remaining costs to complete the 750 Million Dollars ($2,000,000) and shall be fully prepaid and shall MHz rebuild/upgrade, as certified by Parnassos, subject to name the City as obligee. The City may only collect the lessor such independent third-party review as may be obtained by the of (i) the costs necessary to complete the 750 MHz City from a list, if the work to be accomplished by such date rebuild/upgrade; or (ii) the face amount of the bond. All rights has not been completed. Such review shall be done by a and remedies provided to the City by this section 3e and by the consultant selected by the City from a list of not less than three construction bond shall be in addition to, and not in consultants provided by Parnassos. substitution, of any other rights and remedies of the City as In the event that Parnassos is not substantially in compliance, provided in the Franchise Agreement in the event that subject to the Force Majeure provisions of Section 29.6 of the Parnassos fails to complete the 750 MHz rebuild/upgrade as Franchise Agreement, with the plans and schedules for the provided for in this Agreement, including, without limitation, the 750 MHz rebuild/upgrade on such dates as subsections (i) and City's right to revoke the Franchise for failure to complete such (ii) of this Section 3e require amended construction bonds to 750 MHz rebuild/upgrade and the City's rights in the event that be delivered to the City, the City shall have the right, in its sole the Franchisee were to abandon the System and the Franchise. and exclusive discretion, to either accept such amended c. In lieu of the provisions of Section 28.1 of the Franchise construction bond or to exercise its other rights and remedies Agreement, upon execution of this Agreement Parnassos shall under the Franchise Agreement. In the event that the City deliver to the City a fully prepaid performance bond in the accepts such amended construction bond in lieu of such other principal amount of Two Million Dollars ($2,000,000) and in the rights and remedies, such acceptance shall not be deemed to form attached hereto as Exhibit D. Such performance bond constitute an extension of the Franchisee's obligation to shall name the City as the obligee and shall fully and faithfully complete the 750 MHz rebuild/upgrade by December 31, 2001. guarantee all sums due to the City by the Franchisee as f. The PEG prepayment provided for in Section 2(i)(b) of this provided in the Franchise Agreement and shall fully guarantee Agreement shall be passed through to Subscribers in the faithful payment and performance by the Franchisee of all accordance with the provisions of Section 31.2 of the covenants, duties and obligations of the Franchisee in Franchise Agreement as if payments were made pursuant to Sections 31.2 (b) and (c) of the Franchise Agreement. but not limited to, such consents as may be required by the g. Section 18.1 of the Franchise Agreement is amended by Franchise Agreement, shall include charges, fees or other adding the following: revenues received from such provider or occupant for the use "Only fifty per cent (50%) of the revenue derived directly by the of the Cable System, to the extent permitted by applicable law, Franchisee from the provision of high speed internet access or the provision of Cable Services in Gross Revenues and shall services to Subscribers, as an additional service using the only allow such shared use to continue while such other Cable System pursuant to the Franchise Agreement, during the provider or occupant is complying with all applicable City laws, term of the Franchise through December 31, 2005, which ordinances, permits, licenses, consents and approvals. represents that portion of the internet services carried over the r. Parnassos represents to the City that it is a duly organized Cable System, shall be included in the calculation of the and validly existing Delaware limited partnership, in good Franchisee's Gross Revenues. the City and Parnassos shall standing under all applicable laws and authorized to do negotiate the appropriate percentage of revenue to be included business in the State of New York; that it has the full power and in the calculation of Gross Revenues during any extension, authority to enter into and perform this Agreement and the renewal, temporary operating authority or holdover period of the Franchise Agreement: that all authorized and required officers Franchise after December 31, 2005." of Parnassos have executed this Agreement: that this h. Parnassos shall install, at its sole cost and expense, an Agreement constitutes a valid, binding and legal obligation of ISDN line, or its equivalent, into City Hall, Buffalo, New York, Parnassos; that on the date of execution of this Agreement, the for the purpose of enhancing the City's teleconferencing individual signing this Agreement on behalf of Parnassos is capabilities within one hundred and twenty (120) days of the authorized and empowered on behalf of Pamassos to execute City's written request. Parnassos shall have no responsibility and deliver this Agreement on behalf of Parnassos; and that for ongoing operating expenses associated with such line Parnassos is in compliance with all applicable laws, rules and i. Parnassos will provide, at its sole cost and expense, to regulations and other legal requirements with respect to its each public school in the City one cable modem hook-up no business and the use, maintenance and operations of real and later than ninety (90) days from the time that two-way internet personal property owned or leased by it in the conduct of its access over the Cable System is available in the area in which business. a school is located. S. Subject to the terms and conditions of this Agreement, j. [Reserved] Parnassos reaffirms and ratifies all covenants, terms, k. Parnassos will not raise or restructure regulated System conditions, warranties and representations as the Franchisee rates, charges, or tiers of or for Cable Service which are under the Franchise Agreement. regulated as of the date of this Agreement, prior to June 1, t. Nothing herein shall be deemed to be an extension or 1999.. amendment of the term of the Franchise Agreement. 1. Parnassos will generally maintain or increase current u. Parnassos represents and warrants that the day-to-day service and employment levels at the System facilities located management of the operations, policies and procedures of the at 355 Chicago Street, Buffalo, New York. or at other Franchise and the System will be performed by Adelphia comparable facilities and locations within the City of Buffalo. Cablevision, Inc. ("Adelphia"), that Adelphia is owned and m. Pamassos will provide the following to each subscriber in controlled by, and shall remain owned and controlled by, John view of the extension of time provided for herein for completion J. Rigas, Michael J. Rigas, James P. Rigas and/or Timothy J. of the 750 MHz rebuild/upgrade: Rigas , or some combination thereof, directly or indirectly, and (i) Subscribers who have addressable converters will be given that no change in the aforesaid management by or ownership the choice of either (I)one free premium service which they do of Adelphia will be made without the written approval of the not already have for three(3) consecutive months, or (2) four City. (4) free pay per view movies per month during a three (3) v. Section 32.3 of the Franchise Agreement is amended by month period (for a total of 12 free pay per view movies), or (3) substituting the following address for the Franchisee: a $3.00 per month credit for three (3) consecutive months. Parnassos, L.P., Main at Water Street Coudersport, PA 16915 (ii) Subscribers who do not have addressable converters will be attn: Legal Dept. with a copy to: Parnassos, L.P., 355 Chicago given a $3.00 per month credit for three (3) consecutive Street, Buffalo, NY 14203, attn: General Manager months. w. Pamassos shall not mortgage, pledge, assign, transfer or The services or credits to be provided pursuant to (i) or (ii) of hypothecate the Franchise or the Franchise Agreement, as this Section 3m will be provided no later than ninety (90) days security for a loan, without the written approval of the City, after the Closing, m defined in Section 5b of this Agreement. which approval may be withheld by the City in its sole and Subscribers who may choose what services or credits to exclusive discretion. receive shall be provided with a mechanism to make such x. Subject to the terms and conditions of this Agreement, selection, provided that if such selection is not made within a Parnassos hereby assumes all obligations, duties, reasonable period of time, a subscriber shall automatically responsibilities, representatives and warranties of and as the receive the $3.00 per month credit. Franchisee as provided in the Franchise Agreement. n. For purposes of Sections 12.4 of the Franchise Pamassos shall defend, indemnify and hold harmless the City Agreement, the term "Franchisee's Cable Systems" shall mean from and against all claims, liabilities, damages or expenses, of any cable system owned by Parnassos, L.P. as of the effective whatever kind or nature arising out of the transfer and date of this Agreement in the New York counties of Erie, assignment of the Franchise, the System and the Franchise Niagara, Chautauqua, Cattaraugus or Allegany, the Agreement to Parnassos pursuant to the Asset Contribution Pennsylvania counties of Erie and Crawford, or in the Ohio Agreement and this Agreement. counties of Astabula, Lake or Lorain, regardless of whether y. Pamassos may transfer the Franchise to any entity which such cable systems are subsequently transferred by presently controls Pamassos, or which is controlled by Parnassos, L.P. to another entity which controls, is controlled Parnassos or which is under common control with Parnassos, by or is under common control with Parnassos. For purposes provided that the City is given sufficient written assurances by of Sections 22.1 of the Franchise Agreement, the term "a such new entity to the reasonable satisfaction of the City that it Cable System anywhere within Erie County' shall mean any will fulfill the terms of the Franchise and the Franchise cable system in Erie County owned by Parnassos, L.P. as of Agreement, that all necessary substitutions or replacements of the effective date of this Agreement, regardless of whether bonds, guaranties and insurance certificates are provided to such cable system is subsequently transferred by Pamassos, the City to the satisfaction of the City, and that such new entity L.P. to any entity which controls, is controlled by or is under has demonstrated to the reasonable satisfaction of the City that common control with Parnassos. it has sufficient financial capabilities to operate the Franchise in p. Pamassos assumes all liabilities of TCI to the City for any accordance with the Franchise Agreement. nonpayment or underpayment of Franchise Fees to the City The obligations, covenants and conditions set forth in Section prior to the date of this Agreement. Parnassos assumes all 2(ii) and items a through and including y of this Section 3 are liabilities of TCl to the City or any third party as may be hereinafter referred to as the "Pamassos Obligations". determined as the result of any completed, pending or future 4. City Acknowledgment and Acceptance. The City audit conducted by the New York State Public Service acknowledges the existence of the TCl Obligations and the Commission with respect to the Franchise, the System or the Pamassos Obligations and, subject to the terms and conditions Franchise Agreement. of this Agreement, expressly agrees to the following: q. Parnassos agrees and acknowledges that to the extent the a. Upon the effective date of the Pamassos Obligations as Franchise Agreement permits the Franchisee to share use of provided for in Section 5 of this Agreement and upon its facilities, poles, conduits, trenches and vaults with other completion of the TCl Obligations all of TCI's obligations to the lawful service providers or lawful occupants of the Public City under the Franchise Agreement will have been fulfilled and Ways, Parnassos shall give prior written notice to the City TCI will be in full compliance with the Franchise; provided, before such shared use commences, shall obtain all lawfully however, that the foregoing shall not be deemed to be a release required consents, approvals, licenses and permits, including, or diminution of the obligations and liabilities of Parnassos pursuant to Section 3p of this Agreement. 3. In addition to linking the Showcase/Laboratory School to b. The City confirms to Parnassos that (i) the Franchise was Buffalo's Educational Channel, TCI would also work to create properly granted to TCl as provided for in the Franchise nine additional satellite school sites that would be equipped for Agreement: (ii) the Franchise is currently in full force and effect video production and linked to the Educational Channel. and will expire on December 31, 2005, subject to options in the 1. Buffalo's Showcase/Laboratory School: Franchise Agreement, if any, to extend such term: (iii) the In the creation of Buffalo's Showcase/Laboratory School, TCI Franchise Agreement, including all attachments thereto and of New York, Inc. will join with school officials, administrators, documents delivered by TCI to the City in connection therewith, and teachers to develop a multimedia teaching and learning and as modified by this Agreement, constitutes the entire environment that uses advanced cable television and computer agreement of the City and the Franchisee. technology to provide multi-media resources throughout the C. The City consents to the assignment and transfer of the school. Following the effective date of this agreement and Franchise Agreement, the Franchise and the System by TCI to within nine (9) months after the school is chosen, TCI will Pamassos. install initially or will provide during the term of its renewed 5. Effective Date franchise the following resources in the creation of this a. The provisions of Sections 1, 2, and 4 of this Agreement Showcase School: shall be effective upon execution of this Agreement by all of the a. TCI will install TVs and VCRs in every active classroom. parties hereto and the Closing, as defined in subsection b b. TCI will install a networkable computer, in each such below. classroom. b. The provisions of Section 3 of this Agreement shall be c..TCI will install its video and data distribution system effective upon such approval by the New York Public Service throughout the school, designed to enable distribution and Commission, as may be required by applicable law, and upon utilization of video library of curriculum and/or staff the Closing of the Asset Contribution Agreement ("Closing") as development materials The internal data network will link provided for in the Asset Contribution Agreement. classroom computers to a high speed server computer running The undersigned have executed this Agreement effective as of network software. the date first above written. d. TCI will configure the internal video network so that all The City of Buffalo, New York classes have access to commercial.-free educational EXHIBIT A programming currently supplied through the TCI Education TIMELINE FOR REBUILD/UPGRADE Project. Parnassos will complete a rebuild/upgrade of the System, as e. TCI will supply the school with a portable video production presently existing at the time of the execution of this Transfer unit and a complementary editing package capable of Agreement, within the City of Buffalo to a 750 MHz bandwidth producing complete video pieces. by December 31, 2001. The rebuilt/upgraded System will be f. TCI will provide the Showcase/Laboratory School with a activated in a forward direction in accordance with the following link back to TCI local cable system headend so that the school timeline: may provide video programming on the Educational Channel. 25% of the total plant mileage will be activated by December This school would be considered a central site from which a 31, 1999 variety of programs could be produced to serve internal school 60% of the total plant mileage will be activated by December needs and also to help bridge the home-school gap. These 31, 2000 programs could include: 100% of the total plant mileage w! II be activated by Distance learning courses, Training and staff development, December 31, 2001 Administrative messages and school programs Parenting programming, Special school video productions, Exhibit B Video homework hotlines Showcase Schools g. TCI will provide a tuneable satellite receiver and reception The Showcase School Project was described in general dish that is integrated into the internal video network. terms in the franchise agreement (attached). It comprises both h. TCI will provide other Media Center based resources the Showcase School and nine Satellite Schools. including a CD-ROM player and related CD-ROM educational For the Showcase School, located at the Buffalo Academy for products. the Visual and Performing Arts at 333 Clinton St., the project i. TCI will equip all classroom computers to receive the shall include wall or ceiling mounted TVs and VCRs in up to Ingenius "X-Change service, if available. 113 classrooms, HVAC where necessary, and internal video j. TCI will supply ten (10) yearly subscriptions to a daily multi- and data networks. media service call "What On Earth," if available. The project will include any work necessary to ensure that the k. TCI will provide training using a variety of methods school can handle the additional electrical load and that there is including, as appropriate, on-site teacher in-services, satellite an effective distribution system. A Request For Proposals has delivered training, and taped programming. been drafted which would solicit engineering services to 1. TCI will provide software that allows the school to connect to develop the project a computer bulletin board system housed in TCIS Sparkman (attached). Center. The project will be undertaken by the franchisee 2. Buffalo Educational Channel. (Parnassos/TCI), working closely with the Board of Education. TCI will designate an Educational Channel on the TCI Buffalo The franchisee will hire an engineering firm to prepare plans cable system for use by the Buffalo public school district on a and specifications, and then bid out the components of the shared basis to distribute and transmit -video Program project. productions, so that such video program material may be The timetable for completion shall be: received and viewed within the Buffalo schools as well as in August 1998 - Start Design homes throughout the community. October 1998 - Approve Design 3. Satellite School Sites: February 1999 - Bid Project TCI is proposing that nine (9) additional local Buffalo public March 1999 - Award contracts school sites be linked to the Buffalo Education Channel, April 1999 - Start Construction allowing them to contribute to the programming on that September 1, 1999 - Project completed channel. Following the effective date of this agreement, TCI The Nine Satellite Schools, one in each Council District, shall will link the first satellite site within twelve months after the be designated by the Common Council in consultation with the completion of the Showcase School. Additional satellite sites School Board and Board of Education staff. Such designation will be linked, after consultation with the City and the school shall be made by January 1, 1999. All nine satellites shall be district officials, at the rate of one every twelve (12) months fully operational by December 31, 2001. following completion of the first site until all nine sites are A. The TCI SHOWCASE SCHOOLS Project: linked. In addition to the programming link, TCI would provide TCI is proposing a unique approach to the extension of the following resources in these schools. education technology resources both within the Buffalo Public a. TCI will supply each satellite school With a portable video School District and into the homes of Buffalo residents. From production unit and a related editing package capable of a broad standpoint TCI offers the following: producing complete video pieces. b. TCI will provide training on the use of production 1. TCI will work with the City and Buffalo school officials to equipment so that utilization by administrators, teachers, and create a TCI "Showcase/Laboratory" School within the Buffalo students can happen immediately. School District. B. The TC1 Buffalo I Net: 2. TCI will designate an Educational Channel on the Buffalo I-Net Provisions: cable system that the school district could use for internal video 1. TCI will provide, on an experimental basis, a point to point sharing as well as a bridge to homes throughout the voice/data/video (multimedia) system (III-Net") between the community. Buffalo City Hall (located at 65 Niagara Square, Buffalo, NY 14202) and one other location, the Erie County government needed. Contractor shall supply manpower to assist in the office Building (known as the 11R.ATH11 Building, and located drafting of all necessary paperwork. at 95 Franklin Street, Buffalo, NY 14202). 6. Develop full Architectural and Engineering drawings and 2. The duration of the "experimental" I-Net system evaluation specifications intended for bidding purposes. Update period shall be for no more than 24 months, during which time construction cost estimate. use of the I-Net by the City shall be without charge. 7. Attend Post bid meeting to assist in review of bids and make TCI of New York, Inc. Buffalo Cable System SHOWCASE recommendations for award of contract. SCHOOL PROJECT Engineering Service Request for 8. During construction, consultant shall conduct bi-weekly Proposals project meetings, provide weekly site visits to review TCI of New York, Buffalo Cable System, is requesting construction progress with TCI Inspectors and Board of proposals for Professional Engineering Services relative to our Education representatives, provide inspection reports, review Showcase School project within the Buffalo public school and approve shop drawings, and provide final "punch list" system at the following locations: inspection. A.) Buffalo Academy for Visual and Performing Arts 9. Provide all printing for drawings and specifications for (BAVPA) project progress review, state education Department submittal, B.) 9 other Satellite schools (to be identified) and bidding phase purposes. Minimum Thirty (30) complete The project involves the following: sets. A.) Buffalo Academy for Visual and Performing Arts 10.Provide reproducible mylar drawings of the project including 1. Evaluate existing Niagara Mohawk electrical service feeds specification. originals plus a 3 1/2" floppy disc of drawings if with regard to added load necessary to feed this project. produced by CAD. 2. Design a conditioned stand alone electrical distribution FIRMS WHICH POSSESS AN INTEREST IN ENTERING system to provide power to network and classroom electronic INTO A PROFESSIONAL SERVICE CONTRACT AS equipment. Electrical distribution design should include DESCRIBED ABOVE SHALL RESPOND BY FORWARDING provisions for maintaining climate control (HVAC) TWO (2) COPIES OF THE FOLLOWING INFORMATION. specifications of all electronic equipment, as necessary. 1. A description of relevant past experience of your organization 3. Provide specifications, location, installation method and which supports your application to perform the services procedures for a tunable satellite receiver and reception dish required. that will be integrated into the internal video network. 2. Statement clearly indicating that the firm maintains insurance Specifications will include surface mounting with relevant wind in compliance with the provisions of the Workmen's and ice loading factors. Compensation Law of the State of New York and Professional 4. Insure architectural and aesthetic integrity of the school. Liability Insurance in the following amounts: 5. Determine design and location of network headend and $ 1,000,000 Per claim wiring distribution closets as well as TCI fiber optic demark. $ 1,000,000 Aggregate 6. Determine location and physical support system (wall or 3. Indicate the intended fee to perform the professional ceiling mount) for permanent TV and VCR installation in services required stated as a single fixed stipulated sum. approximately 100 classrooms. 4. A breakdown of estimated man hours required to complete 7. Establish location for networkable computer workstation in the project for the design phase, the construction document each such classroom. phase, and the construction administration phase. 8. Design and oversee the installation of a video and data 5. Indicate the intended Project Architect/Manager who will be distribution system throughout school. Design should maintain assigned to the project. Buffalo Board of Education postwire standards. Network Proposals will be accepted until 2 pm, Whatday, October 1, should be designed to enable distribution and utilization of 1998 at TCI, 355 Chicago St., Buffalo, NY, 14204. video library of curriculum and/or staff development material. All proposals shall be in a sealed envelope, and marked The internal data network will link classroom computers to a "Showcase School Proposal Attn: Dan Ziolkowski" high speed server computer running network software. If you have any questions regarding this proposal, please 9. Network design will be configured so that all classes have contact: access to commercial free education programming currently Dan Ziolkowski, Chief Engineer, TCI of New York, Buffalo, supplied through the TCI Education Project. 843-8048 10. Develop -specifications for a portable video production unit EXHIBIT C and a complementary editing package capable of producing CONSTRUCTION BOND complete video pieces to be provided by TCI. EXHIBIT D 11. Develop full Architectural and Engineering drawings and PERFORMANCE BOND specifications intended for bidding purposes. Update EXHIBIT E construction cost estimate. CORPORATE GUARANTY 12. Attend post bid meetings to assist in review of bids and Mrs. LoTempio now moved approval of the above item make recommendations for award of contract. Seconded by Mr. Quintana. 13. During construction, consultant shall conduct bi-weekly PASSED project meetings, provide weekly site visits to review AYES- 11 NOES- 0 construction progress with TO Inspectors and Board of Education representatives, provide inspection reports, review NO.5 and approve shop drawings, and provide final "punch list" TCICOMPLIANCEWITHCABLEFRANCISEAGREEMENT inspection. (NO.33,C.C.P.,JULY21,1998) 14. Provide all printing for drawings and specifications for Mrs. LoTempio moved that the above item be taken from the project progress review, state education Department submittal, table. and bidding phase purposes. Minimum Thirty (30) Seconded by Mr. Brown complete sets. CARRIED 15. Provide reproducible mylar drawings of the project Mrs. LoTempio now moved that the above item be received and including specification originals plus a 3 1/2" floppy disc of filed.. Seconded by drawings if produced by CAD. Mr. Brown 16. Provide graphical media that can be used for promotional ADOPTED literature. B.) 9 Satellite schools Provide each satellite school with a portable video production NO.6 unit and a related editing package capable of producing TCI-AT&TMERGER complete video pieces. (NO.65,C.C.P.,JULY21,1998) FULL ENGINEERING SERVICES SHALL BE REQUIRED Mrs. LoTempio moved that the above item be taken from the TO IMPLEMENT THIS WORK CONSULTANTS SHALL table. BASE THEIR FEE ON THE FOLLOWING GENERAL Seconded by Mr. Brown OUTLINE SCOPE OF SERVICES WHICH SHALL INCLUDE CARRIED BUT IS NOT LIMITED TO: Mrs. LoTempio now moved that the above item be received 1. Initial meeting to discuss and review project needs and and filed.. Seconded by direction. Mr. Brown 2. Review and investigation of existing conditions and possible ADOPTED restrictions within the construction area. 3. Further development of intended design issues. NO.7 4. Establish a preliminary construction cost estimate. ADELPHIA-TCIPAMASSOSTRANSFER 5. Review and execute State Education Department forms, as (NO.102,C.C.P.,JULY21,1998) Mrs. LoTempio moved that the above item be taken from the table. Seconded by Mr. Brown CARRIED Mrs. LoTempio now moved that the above item be received and filed.. Seconded by Mr. Brown ADOPTED NO.8 ADELPHIA-TRANSFERCABLEFRANCHISE (NO.103,C.C.P.,JULY21,1998) Mrs. LoTempio moved that the above item be taken from the table. Seconded by Mr. Brown CARRIED Mrs. LoTempio now moved that the above item be received and filed.. Seconded by Mr. Brown ADOPTED NO.9 TCI-TCI/ADELPHLATRANSACTION (NO.118,C.C.P.,JULY21,1998) Mrs. LoTempio moved that the above item be taken from the table. Seconded by Mr. Brown CARRIED Mrs. LoTempio now moved that the above item be received and filed.. Seconded by Mr. Brown ADOPTED NO.10 TCI-MERGERTCI&AT&T (NO.119C.C.P.,JULY21,1998) Mrs. LoTempio moved that the above item be taken from the table. Seconded by Mr. Brown CARRIED Mrs. LoTempio now moved that the above item be received and filed.. Seconded by Mr. Brown ADOPTED NO.11 ADJOURNMENT At :37 pm, Mrs. LoTempio moved to Adjourn. 2 Seconded by Ms. G RAY ADOPTED.