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Ordinance 86-2500 ORDINANCE NO. 86-2500 AN ORDINANCE OF THE CITY OF MIAMI BEACH, FLORIDA, GRANTING AS HEREINAFTER SET FORTH TO ALL-RITE SATELLITE, INC, , ITS SUCCESSORS AND ASSIGNS , A NONEXCLUSIVE FRANCHISE FOR THE INSTALLATION, AND OPERATION AND MAINTENANCE OF A CABLE COMMUNICATION SYSTEM WITHIN THE CITY OF MIAMI BEACH; ESTABLISHING CERTAIN CONDITIONS THEREFOR; PROVIDING FOR ACCEPTANCE OF THE FRANCHISE; PROVIDING FOR REPEAL OF ORDINANCES OR PARTS THEREOF INCONSISTENT HEREWITH; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: SECTION 1. Grant of Franchise. There is hereby created, granted and established a nonexclusive, full and complete franchise for a period as hereinafter provided for the installation, operation and maintenance of a cable communication system within the franchise area as defined herein to All-Rite Satellite, Inc. , a Florida corporation, provided, however , that said franchise shall be subject to the following terms and performance conditions. SECTION 2. Definitions. For the purpose of this ordinance the following terms, phrases, words and their derivations shall have the meanings given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number and words in the singular number include the plural number. The word "shall" is mandatory and "may" is permissive. Words not defined shall be given their common and ordinary meaning. (a) "Basic Service" shall mean all subscribed services provided by the Company, including the delivery of broadcast signals, covered by the regular monthly charge paid by all subscribers, excluding optional service for which a separate charge is made. (b) "Cable Communications Policy Act of 1984" shall mean the Federal Cable Communications Policy Act of 1984 , Pub. L. 98-549 §1 -1- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 et seq, 98 Stat. 2780 , 1984. (c) "Cable Communication System" or "CATV System" shall mean a system of antennas, cables, wires, lines, towers, wave guides or other conductors, converters, equipment or facilities, designed and constructed for the purpose of producing, receiving, transmitting, amplifying and distributing audio, video and other forms of electronic or electrical signals, located in the City. Said definitions shall include any such facility operated by the Company that now serves or will serve only subscribers in one or more multiple-unit dwellings under common ownership, control or management, even if such facility does not use a highway, sidewalk, easement, dedication or other public property. (d) "City" is the City of Miami Beach, a municipal corporation, in the State of Florida. (e) "Company" is All-Rite Satellite, Inc. , the grantee of rights under this ordinance awarding a franchise, or its successor , transferee or assignee. (f) "Converter" means an electronic device which converts signals to a frequency not susceptible to interference within the television receiver of a subscriber , and by an appropriate channel selector also permits a subscriber to view all signals included in the universal or basic service delivered at designated converter locations. (g) "Commission" shall mean the governing body of the City of Miami Beach, Florida. (h) "Dedication" shall be limited to those rights-of-ways for the benefit of the public and controlled by the City, the terms, conditions or limitations upon which are not inconsistent with the erection, construction or maintenance of a., CATV system, its structures or equipment. -2- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH,FLORIDA 33139 (i) "Easement" shall be limited to those rights-of-way or easements of record in favor of the City, their terms, conditions or limitations upon which are not inconsistent with the erection, construction or maintenance of a CATV system, its structures or equipment. (j ) "FCC" shall mean the Federal Communications Commission and any legally appointed, designated or elected agent or successor . (k) "Franchise area" shall mean the City limits of the City of Miami Beach as they are now located and any areas which may at some future time be incorporated into the City. (1) "Gross Revenues" shall mean all revenue derived directly or indirectly from subscribers and users of the CATV system by the Company, its affiliates, subsidiaries, parent and any person in which the Company has a financial interest, or its successors , assigns or transferees, from or in connection with the operation of a cable communication system pursuant to this ordinance and within the City; provided, however , all revenues shall include, but not be limited to, basic subscriber service monthly fees, pay cable fees, installation and reconnection fees, leased channel fees, converter rentals, studio rental, production equipment and personnel fees, security services, advertising revenues and including any subscriber revenues from subcribers within the City even if such service is provided by laser transmission, or light or optical transmission and even if subscribers reside in one or more multiple-unit dwellings under common ownership, control or management; and that this shall not include any taxes on services furnished by the Company herein imposed directly upon any subscriber or user by the State, City or governmental unit and collected by the Company on behalf of said governmental unit. (m) "Highway" is a way or place of whatever nature, publicly -3- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH, FLORIDA 33139 maintained and open to the use of the public for purposes of vehicular travel. "Highway" shall include street or alley. (n) "Installation" shall mean the connection of the system from feeder cable to subscribers ' terminals. (o) "Public Property" is any real property owned by the City other than a highway, sidewalk, easement or dedication. (p) "Sidewalk" is that portion of a highway, other than the roadway, set apart by curbs, barriers, markings or other delineation for pedestrian travel, including parkways, not on private lands. SECTION 3. Rights and Privileges of Company. The franchise granted by the City pursuant to this ordinance shall grant to the Company, on the terms and conditions hereinafter set forth, the right and privilege to erect, construct, operate and maintain in, upon, along, across, above, over and under the highways, sidewalks, easements, dedications and other public property now in existence and as may be created and established during its term, any poles, wires, cable, underground conduits, manholes and other television conductors and fixtures necessary for the maintenance an operation of a CATV system for the interception, sale, transmission, distribution, and receipt of television programs and other audio-visual electrical signals insofar as is consistent with ordinances of the City and the right to transmit the same to the inhabitants of the specified area of the City. SECTION 4 . Agreement. Upon the adoption of this franchise and execution hereof by Company, Company agrees to be bound by all the terms and conditions contained herein. SECTION 5. Term. (a) The term of the franchise to be granted by. the City pursuant -4- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH,FLORIDA 33139 to this ordinance shall be for a period of fifteen (15) years from the effective date of this ordinance, which franchise term may be renewed in accordance with the provisions of 5546 of the Cable Communications Policy Act of 1984 . (b) Subject to the provisions of 5545 of the Cable Communications Policy Act of 1984 , the City Commission may terminate this franchise in the event Company shall refuse , or neglect to comply with any material requirement or limitation contained in this ordinance. SECTION 6. Commencement of Franchise Term. The franchise term shall commence with the effective date of ordinance enactment. SECTION 7. Area. This franchise is granted for the franchise area, as defined in subsection 2 (k) . SECTION 8. Franchise Fee. The Company shall pay to City, as is hereinafter provided, a franchise fee equal to four percent (4%) of Company ' s gross revenues (as defined in Section 2 (1) above) from its operations in the City under this ordinance. SECTION 9. Rates. (a) The City retains the right to at any time regulate the rates that may be charged by the Company, which regulation shall be in accordance with the Regulations adopted by the FCC pursuant to the Cable Communications Policy Act of 1984 . (b) The determination of the Company ' s rates shall also be subject to regulation pursuant to Sec. 8A-13 of the Dade County Code, and to the rules and regulations of any State or Federal authority which may subsequently, by due process of law, acquire jurisdiction over this type of industry or enterprise. SECTION 10. Rights of Individuals . -5- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 (a) Company shall not deny service, deny access or otherwise discriminate against subscribers, channel users or general citizens on the basis of race, color , religion, national origin, sex, age handicap or speech content. Company shall comply at all times with all other applicable Federal, State and local laws and regulations, and all executive and administrative orders relating to nondiscrimination which are hereby incorporated and made a part of this ordinance by reference. (b) Company shall strictly adhere to the Equal Employment Opportunity requirements of Federal, State and local regulations, and as amended from time to time. SECTION 11. Liability and Indemnification. (a) The Company shall pay, and by its acceptance of this franchise, Company specifically agrees that it will pay all damages and penalties which the City may legally be required to pay as a result of granting this franchise, including but not limited to damages resulting from a claim made by a prior franchisee or any other governmental entity. These damages and penalties shall include, but shall not be limited to, all damages arising out of the installation, operation or maintenance of the CATV system authorized herein, and whether or not any act or omission complained of is authorized , allowed or prohibited by this franchise. (b) The Company shall pay, and by its acceptance of this franchise specifically agrees that it will pay, all expenses incurred by the City in defending itself with regard to all damages and penalties mentioned in subsection (a) above. The Company shall have the right to defend the City with its own attorneys; however , if the Company elects not to retain such counsel, the expenses referred to in this Section 11 (b) shall include the reasonable value of any services rendered by the City Attorney or his designees or his assistants or any employees of -6- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 the City. (c) The Company shall maintain, and by its acceptance of this franchise, specifically agrees that it will maintain throughout the term of this franchise, liability insurance insuring the Company in the minimum amounts as follows: (1) Workmen' s compensation insurance as provided by the laws of the State of Florida. (2) One million dollars for bodily injury or death to any one person, within the limit, however , of three million dollars for bodily injury or death resulting from any one accident. (3) One million dollars for property damage resulting from any one accident. The insurance policies obtained by a grantee in compliance with this section shall be issued by a company or companies acceptable to the City, and a current certificate or certificates of insurance, along with written evidence of payment of all required premiums, shall be filed and maintained with the agency during the term of the license. The policies shall name the City of Miami Beach as an additional insured and shall contain a provision that a written notice of cancellation or reduction in coverage of the policy shall be delivered to the City thirty (30) days in advance of the effective date thereof . SECTION 12 . Signal Quality Requirements. Company shall install, operate and maintain the system in a good workmanlike manner, free from defects in material and workmanship, and shall operate in accordance with the technical specifications, standards and requirements contained in Subpart K-Technical Standards of Part 76-CABLE TELEVISION SERVICE of Rules and Regulations of the Federal Communications Commission, 47 C.F .R•. 76 .601 et. seq. -7- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 (1984) . SECTION 13 . Operation and Maintenance of System; Service Standards (a) The Company shall render operation and maintenance pursuant to the standards of the Federal Communications Commission and in full compliance with the Cable Communication Policy Act of 1984 . (b) The Company has and will continue to have during the term hereof an office in Dade County, Florida, which office is currently located at 945 Crandon Boulevard, Suite 22 , Key Biscayne, Florida 33149, and which offices shall be open during all usual business hours, and which local customers shall at all times have access to by a local (Miami Beach) telephone number , so that customers may register complaints and requests without charge to the customer . Company shall, at all times keep and maintain sufficient phone lines so as to enable a subscriber to reach Company and register a complaint after a reasonable time and effort, except in case of a substantial failure of the system or a substantial portion thereof. (c) Company shall dispatch personnel to investigate all service complaints and equipment malfunctions within twenty-four hours and strive to resolve such complaints as promptly as possible. Planned interruption of service shall be only for good cause. Insofar as possible, planned service interruptions shall be preceded by notice, be of brief duration, and occur during minimum viewing hours. Company shall at all times have in its employ maintenance persons who shall reside in Dade County. (d) Company shall maintain a complete list of all complaints not resolved within seven days received and the measures taken to resolve them in form to be approved by the City Manager . This list shall be supplied to the City Manager on a monthly basis. (e) Company shall maintain a list of all complaints received, which list will be available to the City Manager . -8- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH,FLORIDA 33139 (f) Company shall permit the City Manager to inspect and test the system' s technical equipment and facilities upon reasonable (twelve to twenty-four hours) notice. (g) The Company shall establish a grievance procedure which shall be fair and equitable to all subscribers and shall file copies of all complaints and final decisions with the City Manager , monthly. SECTION 14 . Safety Requirements. (a) The Company shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries or nuisances to the public. (b) The Company shall install and maintain its wires, cables, fixtures and other equipment in accordance with the requirements of the City, County and other applicable standard regulations, and in such manner that they will not unreasonably interfere with installations of the City or of a public utility serving the City. (c) All structures and all lines, equipment and connections in, over , under , and upon the streets, sidewalks, alleys, easements and public ways or places in the City, wherever situated or located, shall at all times be kept and maintained in a safe , suitable, substantial condition, and in good order and repair . SECTION 15. New Developments. It shall be the policy of the City and Company, consistent with the Cable Communications Policy Act of 1984 , to amend this franchise when necessary to enable the Company to take advantage of any developments in the field of transmission of television and radio signals which will afford the Company an opportunity to more effectively and efficiently or economically serve its customers. -9- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH, FLORIDA 33139 SECTION 16 . Conditions on Street Occupancy. (a) Any pavements, sidewalks, curbing or other paved area taken up or any other installation made, including overhead installations, shall be done under permits issued for work by the proper officials of the City, after payment of the permit fee and, where applicable, the Dade County Public Works Department and the State of Florida Department of Traffic and Transportation, and shall be done in such manner as to give the least inconvenience to the inhabitants of the City. Company shall, at its own cost and expense, and in a manner approved by the City Manager , replace and restore any such pavements, sidewalks, curbing or other paved areas in as good a condition as before the work involving such disturbance was done, and shall also make and keep full and complete plats, maps, drawings and records showing the exact locations of its facilities located within the public streets, ways, and easements of the City. These maps shall be available for inspection at any time during business hours at the office of Company and copies of "permitted" drawings of same shall be provided to the City after completion of each major installation. Thereafter, when required by the City and within seven days after receipt of a written request, Company will supply the City with documents reflecting any revisions or modifications to the documents previously supplied. (b) In case of disturbance of any street, sidewalk, alley, public way, paved area, or utility easement areas, the Company shall, at its own cost and expense and in a manner approved by the City Public Works Director , restore such street, sidewalk, alley, public way, paved area, or utility easement areas in as good a condition as before the work involving such disturbance was done. (c) If at any time during the period of this franchise the City shall lawfully elect to alter or change the grade of any street, sidewalk, alley, or other public way, the Company, upon reasonable notice by the City, shall remove, replace and .relocate its poles, wires, cables, underground conduits, manholes and other fixtures -10- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 at its own expense. (d) Before any poles are placed in any public way by the Company, they shall be approved and permitted by the City after payment of the permit fee, and placed in such manner as not to interfere with the usual traffic on such public way. (e) The Company shall, on the request of any person holding a building moving permit issued by the City, temporarily raise or lower its wires to permit the moving of buildings. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same, and the Company shall have the authority to require such payment in advance. The Company shall be given sufficient advance notice to arrange for such temporary wire changes. (f) The Company shall have authority to trim trees upon and overhanging streets, alleys, sidewalks, easements and public ways and places of the City so as to prevent the branches of such trees from coming in contact with the wires and cables of the Company. If the City Manager observes that the Company has failed to meet its obligations herein and such failure continues for fifteen days after receipt of written notice, then at the option of the City Manager , such trimming may be done by the city or under its supervision and direction at the expense of the Company. (g) In any and all areas of the City where cables, wires or other like facilities are required by the City Public Works Director to be placed underground, the Company shall place its cables, wires or other like facilities underground. (h) Upon failure of a Company to satisfactorily complete any work upon the public streets as may be required by law or the terms of its franchise within the time prescribed, the city, at its option, may cause such work to be done and the Company- shall pay the city -11- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 the cost thereof within thirty (30) days after receipt of an itemized report. SECTION 17. Construction (a) Company shall extend the installation of cables, amplifiers, and related equipment throughout the franchise area as rapidly as practicable to only those buildings which have contracted with Company for services . At such time as the Miami Beach Housing Authority requests CATV service to Hope and Rebecca Towers, Company agrees within ninety (90) days of such request to provide such service at Company ' s then prevailing rates. (b) In the event the operation of any part of a cable television system, excluding drops, is discontinued for a continuous period of three months, or in the event such system has been installed in any public street without complying with the requirements of the grantee' s license, the Company shall promply, upon being given ten days ' notice, remove from the streets or public places all such property and poles of such system. Any property which the Company allows to remain in place sixty days after having been notified by the City that it must be removed shall be considered permanently abandoned. (c) Company shall file a map and progress report with the City Manager at the close of each calendar year, showing the exact areas of the City being served by the cable television system and the location and identification of major component parts of the system. SECTION 18. Indemnity Bond. (a) Concurrently with the acceptance of its franchise , Company shall file with the City Manager , a bond with an acceptable surety or other guarantee acceptable to the City Manager in the amount of fifty thousand dollars to indemnify the City against any losses it may suffer in the event the Company fails to. comply with one or -12- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 more of the provisions of this franchise and to insure performance by Company of the terms of this franchise, specifically including the Service Standards which are set forth in §13 hereof. The bond or guarantee shall be obtained at the sole expense of the Company and remain in effect for the full term of the franchise or any renewal thereof plus an additional twelve months thereafter . The Company and its surety shall be jointly and severally liable under the terms of the bond or guarantee for any damages or loss suffered by the City as a result of the Company' s nonperformance, including the full amount of any compensation, indemnification, or cost of removal of any property of the Company in the event of default, plus a reasonable allowance for attorneys ' fees and costs, up to the full amount of the bond. The bond or guarantee shall provide for thirty days ' prior written notice to the City Commission of any intention on the part of the Company to cancel, fail to renew, or otherwise materially alter its terms. (b) Neither the filing of an indemnity bond or guarantee with the City Manager, nor the receipt of any damages recovered by the City Commission thereunder, shall be construed to excuse faithful performance by the Company or limit the liability of the Company under the terms of its franchise for damages, either to the full amount of the bond or otherwise. SECTION 19. City Rights in Franchise . (a) The City shall have the right, during the life of this franchise, to install and maintain free of charge upon any poles and/or through conduits owned by the Company, wire and pole fixtures necessary for a police and fire alarm system, on the condition that such wire and pole fixtures do not interfere with the CATV operations of the Company. (b) At the expiration of the term for which this franchise is granted, or upon its termination and cancellation, as provided herein, the City shall have the right to require the Company to -13- s OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH,FLORIDA 33139 remove, at its own expense, all portions of the CATV system from all public ways and property within the City. SECTION 20 . Erection, Removal and Common User of Poles. (a) No poles or other similar wire-holding structures shall be erected by the Company without prior approval and permitting after payment of the permit fee, by the Director of Public Works with regard to location, height, type and any other pertinent aspect. However , the Company shall not be vested with any interest as a result of the location of any pole or similar wire-holding structures of the Company and such poles or structures shall be removed or modified by the Company at its own expense whenever the Department of Public Works reasonably determines that the public convenience would be enhanced thereby. (b) Where poles or other wire-holding structures already existing for use in serving the City are available for use by the Company, but it does not make arrangements for such use, the Director of Public Works may require the Company to use such poles and structures if he determines that the public convenience would be enhanced thereby and the terms of the use available to the Company are just and reasonable . SECTION 21. Payment of Fee and Penalties. (a) The franchise fee assessed shall be payable quarterly, on a calendar basis, to the City Finance Director ' s Office and the Company shall file a complete and accurate, verified statement of all gross revenues within the City during the period for which said quarterly payment is made, and said payment shall be made to the City not later than forty-five (45) days after the expiration of the quarter when due. A Company shall file with the City Manager , within ninety days after the expiration of its fiscal year or portion thereof during which its license is in force, a -14- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE -MIAMI BEACH,FLORIDA 33139 statement certified by a certified public accountant, showing the gross revenues, as defined herein, of the Company during the preceding fiscal year or portion thereof. It shall be the duty of the Company to pay the City within fifteen days after the time for filing such statement, the sum prescribed above or any unpaid balance thereof for the fiscal year covered by such statements . An overpayment, if any, shall be credited toward the first quarter payment of the succeeding fiscal year . (b) The City shall have the right to inspect the Company' s income records and the right to audit and to recompute any amounts determined to be payable under this ordinance; provided, however , that such audit shall take place with thirty-six (36) months following the close of each of the Company' s fiscal years. Any additional amount due to the City as a result of the audit shall be paid within thirty (30) days following written notice to the Company by the City, which notice shall include a copy of the audit report. (c) The City shall bear the expense of any inspection or audit of the Company ' s books. (d) Company shall fully cooperate in making available at reasonable times, and the City shall have the right to inspect the books and income records applicable to the CATV system, at any time during the normal business hours ; provided, however, where volume and convenience necessitate, Company may require inspection to take place on Company premises. SECTION 22. Transfer of Ownership or Control. This franchise shall be assignable or transferable, either in whole or in part consistent with the ownership provisions contained in §533 of the Cable Communications Policy Act of 1984 , and may be leased, sublet or mortgaged in any manner provided the City is provided prior notice in writing of such transfer of ownership. or control. -15- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH, FLORIDA 33139 SECTION 23 . Amendment of Franchise. No provision herein shall be amended except in circumstances in which City finds a condition exists constituting a danger to health, safety, property or general welfare of the public. Any amendment which substantially affects the rights of the Company hereunder must be with the consent of the Company. SECTION 24. Public Service Requirements. Company shall: (a) Provide at least one service outlet to any municipal facilities or public schools located within 200 feet of any installation of Company at no cost to the city or school involved and shall charge only its time and material costs for any additional service outlets to such facilities. (b) Make its facilities immediately available to the City upon request during the course of any emergency or disaster. (c) Build its facilites in such a way as to facilitate interconnection with similar systems serving Dade and Broward County for the purpose of providing educational and cultural programming on a cost-sharing basis. (d) Provide and maintain, without charge, at least one specially designated channel for local government use. SECTION 25. Termination of Franchise. (a) In any event any franchise payment or recomputed amount is not made on or before the applicable dates as specified, City reserves the right to terminate the grant of franchise and all rights and privileges of the Company hereunder. City shall give Company written notice of such default and provide fifteen (15) days within which to cure the default; thereafter, City may at any time as long as the default continues terminate the franchise, which shall be effective thirty (30) days after service of written notice of termination. -16- +. OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH,FLORIDA 33139 (b) In the event of default for any reason other than payment of franchise fees, City shall provide Company written notice of default and provide thirty (30) days within which to cure the default; thereafter, City may at any time as long as the default continues terminate the franchise, which shall be effective thirty (30) days after service of written notice of termination. SECTION 26. Interference with Cable Service Provided. No owner of (1) any multiple-unit residential dwelling under common ownership, control or management, or (2) a planned-unit development, or the agent or representative or either, shall unreasonably interfere with the right of any tenant or lawful resident thereof to receive cable communication service, cable installation, or maintenance from Company provided that such owner has received just compensation resulting from any "taking" of property arising out of this ordinance for which just compensation is due under the Constitutions of the United States and the State of Florida. SECTION 27. Penalties and Charges to Tenants for Service Prohibited. No owner of (1) any multiple-unit residential dwelling, or (2) planned-unit development, or the agent or representative of either shall penalize, charge or surcharge a tenant or resident or forfeit or threaten any right of such tenant or resident, or discriminate in any way against such tenant or resident who requests or receives cable communication service from Company. SECTION 28. Reselling Service Prohibited . No person shall resell, without the express written consent of the Company, any cable service, program or signal transmitted by Company. SECTION 29. Limitations on Access Prohibited. The Company shall not prohibit or limit any program or class or type of program presented over any channel made available for public access, -17- s OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH,FLORIDA 33139 educational access, government access, or leased access purposes. SECTION 30 . Compliance with State and Federal Laws. Notwithstanding any other provisions of this franchise to the contrary, the Company shall at all times comply with all laws and regulations of the State and Federal government or any administrative agencies thereof . Provided, however , if any such State or Federal law or regulation shall require the Company to perform any service, or shall permit the Company to perform any service, or shall prohibit the Company from performing any service, in conflict with the terms of this franchise or of any law or regulation of the City, then as soon as possible following knowledge thereof, the Company shall notify the City Manager of the point of conflict believed to exist between such regulation or law and the laws or regulations of the City or this franchise. If the Commission determines that a material provision of this ordinance is affected by any subsequent action of the State or Federal government, the Commission shall have the right to modify any of the provisions herein to such reasonable extent as may be necessary to carry out the full intent and purposes of this agreement. SECTION 32. REPEALER. All ordinances or parts of ordinances in conflict herewith be and the same are hereby repealed, provided that such repeal shall not affect the rights of any franchisee granted a franchise prior to the effective date hereof. SECTION 33. SEVERABILITY. If any article, section, subsection, sentence, clause, phrase or portion of this ordinance is, for any reason, held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision, and such holding shall not affect the validity of the remaining portions of this ordinance. SECTION 34. EFFECTIVE DATE. This ordinance shall become -18- OFFICE OF THE CITY ATTORNEY-1700 CONVENTION CENTER DRIVE-MIAMI BEACH,FLORIDA 33139 effective 10 days after adoption on February. 15 -, 1986. PASSED and ADOPTED this 5th day of ' : uar 1986 . ,l p MAYOR ATTEST: FORM APPROVL LEGAL DEPT. City Clerk 1st Reading - January 22, 1986 2nd Reading - February 5, 1986 Date / -?9 II ACCEPTANCE Company accepts and hereby agrees to be bound by all the terms and conditions of this Franchise. 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