HomeMy WebLinkAboutResolution 13-009-CCGRA�,TT CQLJN I"Y B(JAS�L} C}� CQMMISSIC}NERS
Gr�nt Co�.inty, W�lshingtolz
C?RI7INANCE NC?. 13 - t��� - CC
I2ESQLUTIC�N NO. 13-�� -CC
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AN OI�DINANC�, GRANTING A I'Rt1.NCkIISE TCl R.EPLACE
AN ZX1S'I'ING FRANCHISE I-�4R N�RTHL.AND CAE�LE
TEL�VISION, INC., TC} CON"CINUL TC} �PERATE AND
MAIN"I'AIN A CABLE SYSTEM 1N T�IE CUUNTY (J�' GRANT
f1ND, SETTING Ii ORTI-� CC)NDITItJNS �1CCOMPANYINC�
THE GRANT (J�' FRANCHISE.
The Eiaard af Couniy Com�alissioners af Grant County, Wasliingtan, actin� far and o��
b�lzalf of Grant Cot�nty, Washingtol�, ordain as faliows:
Findings.
Northland Cable Televisian, Inc. DBA Northlai�d Commux�ications ("NORTkILAND" or
"GRAI�ITEE") is t11e grantee af a franchise (the "2002 Frallchise") far the operatian of a c�ble
system within the ri�Izts o� way o�' Grant County ("COUNTY" ar "GRANTOR"). The 2002
Franchise was adapted by tlle Coznmissione�s pLxrsl�ant ta �rdinance Number 02-1Q0-CC,
efieciive June 25, 2002, anc� continued in fo�ce until its cxpira�ion on June 2S, 2012. On o�� abotxt
December 2, 2009, GR�I.NTET seni; to CC3UN�'Y a vaiid �nd proper "626" noiice in compliance
with applicabie Iaw. Effecti�e June 26, 2012, the Comn�issioners adopted Resolution. No. 12�
0�2-CC extending the terin of the 2002 T.ranchise for six (6) manths, thxough December 25,
20�2 �the "Extension"}. Thereafter, GRAN�'EI-3 and GR�INTOR entered into a secolld extension
for a period of approxiinately one i�zonth, to wit: Deceznber 25, 2012 through January 24, 2013
(the "Second Exiex�sion"}.
GRAN'I'EE and the COtTNTY naw desire ta aineizd the 2002 Franchise to extend the term for an
actditianal tei� t10} ycars e�fective as af the expiration of the Second Extex�sion. Negotiations
between NOR'I'HLAND and Board of County Commissioners of Gxant CoLYnty, Washing�on,
acting for ai�d on behalf of COUN`I`I� have been colnpleted and the fr�nchise process was
followed 'zn accordance wzth the g�lidelixzes establislled by tipplicable l�w. As a condition of
receivizzg this FRANCHISE, GRANTEE has agreed to abide by COUNTY's current and future
lawft7l policies, ordinances and regL�Iations regarding ii�frastrttct�tre usage, street-cuts azld rights-�
of-w�,y.
Ado�ation.
Tl�is ordizlance shall be lcnawn as the 1'�lorthland Cable Television, Iz1c. 2012 S�rancl�ise
("�'RANCI�ISE"} aild shali provide as Collows.
NOR`1'HLAND CABLF T�LEVISION, INC.
2013 FRANCHISE P��ge 1 of 37
Civil 8\Daparh��ents�Co�nmissiaaters\20i3\Northland Cabtc Pr�nchise\T�rancl�ise 2-19-13
TABLE QF C4NTENTS
SECTIQN Fl. DEFINITIO�S
SECTI4N 2. GRANT C1F FRANCHISE
2.l
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
Crrazzt
Use of Public Streets a��d Ways
D11T�t1012
Effective Date
�'RANCHZSE Nancxchlsive
Grant of ather Franchises
Police Powers
Relations to Other Provisions of Law
Effect of �cceptance
SECTION 3. FRANCHISE FEE AND FINAN�ZAL CONTRULS
3.1
�,2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
FRANCHISE Fee
Payments
Acecptance of Pay�nent and Recamputatian
Moz�thly FRANC�-IIS� Fee Repoi�s
Audits
Interest an Late Payments
Alterilative Remed'zes
Additional Commitments Nat FR.ANCHISE �ecs
Costs o� Publication
Paymez�t on Termination
�F.�TIi�N 4. ADIVIINISTRATI(3N AND REGULATION
4,1
4.2
4.3
4.4
4.5
4.b
Autharity
Rates and Charges
Rate D'zsc�inainatian
Fiiizlg of Rates az�d Charges
Time L'zmits Strictly Construed
Pcrformance Evah�ation Sessians
S1+�CTI4N 5. FINANCIAL AND INSURANCE REQUII2EMFNTS
S.1 Insuraiace Rec�iizrements
5.2 Indemnification
5.3 Wozl�nan's Compensatian Waiver
NORTHLAND CABLE TELEVISION, INC,
Zo � 3 r��cxls�
Civil $1DeparEmants�Cammissioncrs12Ui3\Northland Cable FranchiseiFranclzise 2-19-13
Page 2 af 37
9
5.4 Perforznaz�ce. Bol�cl
SECTIQN 6. CUSTIJM�R �ERVICE
6.1
G.2
6,3
6,4
Customer Service Standards
Sz�bscriber Privacy
Lacal Ofiice
Eincrget�cy Broadcast
S�CTION 7. REI'ORTS AND �2ECQRDS
7.1
'7.2
7,3
7.S
7.6
�p�11 �i�C01'C�S
Cor�fidentiality
Carnplailat File and Reports
Inspection of Facilities
Fa1se Statements
SECTIt?N 8. P12�GIZAMMING
8.1
8.2
8.3
8.4
�.5
8.&
Broad Progra�nmitlg Categories
Parent�l Contral Device
Leased Access Channels
Cal�tinuity of Service
Gommc�nity Programming Needs
Service for Disabled
SECTIOitT 9. G�NEI2AL ST +�`ET U�E ANll CONSTRUCTION
9.I
9.2
9.3
9.4
9.5
9.6
9.7
9.8
9.9
�.�a
9.11
9.12
9.13
Constructian
Lacation af Faciiities
Relacatian
Restaratian of Streets
Maznte�lancc and Warkinal�ship
Reservation of Gr�ntar Street Rights
Use of Conduits by Grantor
Street Vacatioi�
Discantinuing Use o�'�'�cilities
�-Iazardous Substances
Undergraundii�g of Cable
Codes
Siandards
SECTIfJN 10. TE�T AND COMPLIANCE PROC�LIURE
SECTIt�N It. SERVICE EXTENSI(JN, CONSTRUCTION AND IIVTERCOIVNECTION
Nt�RTHL�ND CABLi� TEL�ViSIaN, INC.
2013 FRANCHISE P�g� 3 of 37
Civil 8iDep�rtmei3#s\Cozi�n7issionersl20t3\Noa�thland Ca61e Franci}iseli�rancllise 2-19-13
11.1 Equivalent Service
11,2 Service Availability
11.3 Connection of Public Facilities
SECTION 12. STANDBY POWER
SECTION 13. ]ERANCHISE VIOLATIONS; REVOCATION OF FRANCHISE
13.1
13.2
13.3
13.4
13.5
13.6
13.7
Procadure for Remedying FRANCHISE Violations
Revocation
Removal
Receivership and Foreclosure
No Recourse Against Grantor
Non-enforcement by Grantor
Relationship of Remedies
SECTION 14. ABANDOl\TMENT
14.1 Effect of Abandonment
14.2 What Constitutes Abandonment
SECTION 15. FRANCHISE RENEWAL AND TRANSFER
15.1 Renewal
15.2 Transfer of Ownership or Control
SECTION 16. SEVERABILITY
SECTYON 17. MISCELLAI�IEOUS PROVISIOl�S
17.1
17.2
17.3
17.4
17.5
17.6
17.7
17.8
17.9
17.10
17.11
Preferential or Discriminatory Practices Prohibited
Notices
Binding Et�fect
Authority to Ainend
Governing Law
GLtarantee
Captions
Construction of FRANCHISE
Entire FRANCHISE
Time is of the Essence
Force Maj eLu�e
SECTION 1. DEFTNITIONS
NORTHLAND CABLE TELEVISION, INC,
2013 FRANCHISE
Civil 8�Departments\Commissioners�2013\Northland Cable Frauchise\Frinchise 2-19-13
Page 4 0� 37
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For the pl�rposes oF this I�RANC�IISE and all exlaibits �ittached l�ereto, 1:11e follawing ter�ns,
pllrases, words and tl�zeir derivations shall have thc� mea�zing given herein. When not incai�sistent
with the co��text, waxds ��sed in the preserlt tense include the fi�ture, wo��ds in the plural izzclude
the sing�.ilar, and worcls in the singul�r inclucle the pl�rral.
Words not defi�led s11a11 be given their coznl��o�1 azld ordinary r�eazling. The vvard "shall" is
always mandatory and not merely directary.
l.� "Affiliate" whel� usecl in coz�zectian �v,Titl�. GRA.NTEE means any carporation, pe��son or
entity ihai owns ar controls, is ownec� or cot�trolled by, or is �.inder common ownexshzp or
control witl�, GR�INTBE.
1,2 "Basic Service" means any service tier, which includes the retransmissiaz� af local
televisiar� broadcast sign�ls, or as suc11 service tiez znay be ftirther deCined by federal law.
1,3 "Cable Act" means the Cable Comlan�nications Paiicy Act of I984 and the C�b1e
Television Consulner Proteciian and Coznpetztian �ct af 1992 and any amendments
thereto, inciuding tl�ose containecl in ihe Telecomin�lnzcatiazzs Act of 1996, and any future
feder�l cable televisiozllegislatiot�,
1.4 "Cable tJnerataz-" xneans any Persozl or graups of Persans, includ'zng GRANTEC, who
provide Cable Sez�vice over a Cable System az�d directly ar thraugll ane or more Affiliates
own a sig�lificant interest in stiicl� Cab3e System or who otherwise control or arc
respo��sible foz, i:hrough any arrangeznent,l;he management and operatian of such a C�ble
Systetn,
1.5 "Cable Service" zne�ns tk�e o�ie-way transmission of video programming or other
progr�m�ni�lg service to Subscxil�ers, and Subscriber inte�action, if any, which is requixed
£ar tlle selectian ar use of such vi�ea pragramming or other programming service, and as
atherwise clefinecl or perinit�ed by the �'CC from tizne to time.
1.6 "Cable Systen�" meazas a facility, consistzng of a set of closecl tr.a�lstnission paths and
associated sigz�al ge�7eratian, reception, and cozitrol eq�iipment that is desi�;ned to provide
Cable Service wllich is provided to mLXltipie Subscribers within a community, but such
terin does nat include (1) a facility that serves oxziy to retransmit the television sigllals of
one ox� iaaore television broadcast st�tians; (2} a facility th�it serves SLtbscribers witl7out
�.lsix�g any pubiic right-of-way; (3) � Facility ol a co�llmon carrier wi�ich is subject, in
wllole or in ��rt, to tl�e provisions af Title II of tlae Calaie Act (47 V.S.C. 201 e� seq.),
cxcept that such faciiity shall be considered a Cable System ta the extcnt such facility is
used in the tzansmission of Cable Service directly to Subscribers; (4) an open viciea
systein t[�at compiies with federal statutes; or (5) any �acilities of any electric utility tixsed
solely for o��erating its eiectric utility systexns,
1.7 "Ch�►xinel" means � portioia of the electromagzletic spectrum which is Lised in a Cabie
System and is capable of deliveri�lg a television ch��t�el, as television channei is defined
by the FCC in otlaer applicable xeguiatio��s.
NnRTHLAND CABLS� fiELrVISION, TNC.
2Q13 1�RANCHISE P�ge 5 of 37
Civil 8\Departi7�eaztslComr3�issioners\2013\Nortl�land Cable Franchisel�'r�nchise 2-19-13
1.8 "Downstre�m" means the transmission from the Headend to remote points on the Cable
System or to Interconnection points on the Cable System.
1.9 "FCC" means the Federa� Communications Commission or any successor age�ncy
thereto.
1.10 "FRANCHISE" means this non-exclusive and revocable authorization or renewal
thereof for the construction, operation, upgrade, rebuild or maintenance of a Cable
System within the Franchise Area such as is granted by this Ordinance, whether such
autl�orization is designated as a fianchise, license, resolution, contract, certiiicate,
agreement or otherwise. This FRANCHISE is an agreement between the County of
Gzant and NORTHLAND.
1.11 "Fr�nchise Area" means the area within the jurisdictional boundaries of COUNTY of
Grant, Washington, including any areas annexed by GRANTOR during the term of this
FRANCHISE.
1.12 "Gross Revenues" means all amounts accrued by GRANTEE in whatever form and
from all sources, from ihe operation of GRANTEE's Cable System to provide Cable
Service within the Franchise Area. "Gross Revenues" shall include, withotit limitation,
all amouzzts for all Cable Services, including, but not limited to, Basic, expanded basic,
premium, and pay-per-view services, and installation fees and charges, "Gross
Revenues" shall also include any revenue received by any Affiliate of GRANTEE where
such revenue in the ordinary course oF business has been paid to GRANTEE from the
operation of its Cable System to provide Cable Service within the Franchise Area.
"Gross Revenues" shall not include Subscriber leased or purchased equipment related to
Cable Service reception, advertising sales, customer bad debt, sales taxes, or other taxes,
which are callected b� GRANTEE on behalF of and for payment to, the local, state or
federal goveriunent.
1.13 "�Ieadend" means a facility for signal reception and dissemination on a Cable System,
including cables, antennas, wires, satellite dishes, monitors, switches, modulators,
processors and all other related equipment and facilities.
1.14 "Interconnect" meai�s the provision by GRANTEE of technical, engineering, physical,
and all other necessary components to maintain a physical linlcing of GRANTEE's Cable
System and Cable Service or any designated Channel or signal pathway thereof with
neighboring C�ble Systems, so that Cable Service of technically adeqtYate quality may be
sent to, and received from, other systems in accordance with this FRANCHISE.
1.15 "Person" means any individual, natural person, sole proprietorship, partnership,
association, or corporation, or any other form of entity or organization,
1.16 "School" means any accredited educational institi.rtion, public or private, including, but
not limited to, primary and secondary Schools, and colleges and universities.
NORTHLAND CABLE TELEVISION, INC.
2013 FRANCHISE Page 6 of 37
Civil 8\Departments\Commissioners�2013\Northland Cable Franchise�Franchise 2-19-13
1.17 "�treet" meaxls eacll af tl�e followirlg whicll l�ave been decl.icated ta the public or are
l�ereafter dedicated to the pubiic ancl maintained under pubiic altthorii:y ar l�y athers and
located witlliz� the �razichise �rea: Streets, raad�vays, highways, avenues, Ianes, alleys,
sic�ewalks, easer�aents (dedicatccl �:or campatibie uses), rights-of way and simiiar pt�blic
pro��erty and areas.
1.18 "��bsci•il�er" Ineans a�zy Persoz� who elects to subscribe to, For any purpase, Cable
Service providecl by GRf1.NTEE by means af, or zn connection with, the C�b1e System,
and whose pretnises are physicaily wired and iawfi�Ily activated to recuive Cable Service
frflz�� GRI�N'I'EE's Cable Syste�n servil�g thc� �ranchise 1-�re�. (A}"Cammercial
Subscribe�" which ineans azzy S�cbscriber othar than Residential Subscriber. (B)
"Kesidentia� Subscziber" wl�icll �neans any Persan who receives Cable Service delivered
to sin�le or muliiple dwclling units, exclz�ding such multiple dwellin� units biiled on �i
bl��lc-billzn� basis.
1.19 "Unstream" means the carrying of a tr�ns.mission to the Headend from remate points on
the Cable Systeln or from Intercannection points oi� the Cable System.
L20 "GRA.t�'TE�" means Northland C�ble Television, Inc. DBA Northland
Cammux�ic�tioz7s, ar its Iawful successors and assigxis.
S�CTIOI`� 2. GRANT (�F FRANCHISE
2.1 G�•�nt.
t�.. GRANTOR hereby grants to GRANTEE a nonexclusive �nd revoc�blc
atttl�orization to malce reasanable and lawf�il tise of the Streets within the
I'ranchise Area to construct, operate, maintain, recanstruct, replace, tipgracle and
r�pair � Cable System for the pG�rpose of providing Cable Services subject to the
terms and canditians set forth in this FRANCHISE.
B. This FRANCHISL is ir�tended to convey limited rigl�ts and interests anly as to
those Str�ets in which GRANTOR may lawFuliy convey such rights and interests,
Ii is nat � warranty of fiitle c>r interest in any right�of way; it daes not provide
GR�.NTEE any interest in ai�y pai�:icular location within tlle right-of- way; and it
does nat coi�fer rights other than as expressly provided in th� grant hereof. This
T'RANCHISE does not deprive GRANTOR of any powers, rights or privileges i�
now has, or nlay Iater aaquire in tlie firttire, to use, perforrn work on or to regulate
tlie use oC and to cant�oi GRANTOR's Streets covered by this FRANCHISE,
inclL7ding without lin�itatiozl the right to pez�form work on i�s roadways, right-of
way or appLG�-tenant drainage faciiities, including constructi�lg, altering, paving,
wide;tling, gr�ding, or excavatizlg thereof,
C. Tl�is FTt�.NCHTSE is s�.rbject to the general lawCill police, pawer of GRANTOR
affectii7g matters af inunicipal cancern and not inerely e�isting contractual rights
NORTHLAND CA�3LI� TELFVISTC7N, INC,
20i3 FR�1.NC�HTSE Page 7 of 37
Civil 8\l�epurtments\Con�missiot�ers\2013\Norkhland Cable Franchise\I'ranchise 2-I9-13
of GRANTEE, Notlling in this FRANCHISE shall be deained to waive the
requirements of the other codes and ordinances of general applicability enacted by
GRANTOR.
D. This FRANCHISE authorizes GRANTEE to engage in providing Cable Service.
This FRA.NCHISE shall not be interpreted to prevent GRANTOR from imposing
additional conditioi�s, including additional compensation conditions for use of the
rights-of way should GRANTEE provide service other than Cable Service.
How�ver, this FRANCHISE shall not be read as a concession by GRANTEE that
it needs authorization to provide service other than Cable Service,
E. GRANTEE promises, as a condition of exei�cising the privileges granted by this
FRANCHISE, GRANTEE will comply with the terms and conditions of this
FRANCHTSE.
2.2 Use of P�ublic Str•eets ancl W�ys.
Subject to GRANTOR's supervision and control, GRANTEE may erect, install,
construct, repair, replace, reconstruct, and retain in, on, over, under, upon, across, and
along the public Streets within the Franchise Area such wires, cables, conductors, ducts,
C011dL11tS, vaults, amplifiers, pedestals, attachments and other property and equipment as
are necess�ry and appurtenant to the operation of a Cable System for the provision of
Cable Service within the Franehise Area. GRANTEE shall comply with all applicable
construction codes, laws, ordinances, regulations and procedures, must obtain any and all
necessary perinits from the Public Works Department prior to commencing any
coz�struction activities. GRANTEE, throl�gh this FRANCHISE, is granted extensive and
valuable rights to operate its Cable System for profit using the streets within the
Franchise Area in coinpliance with all applicable GRANTOR construction codes and
proceduxes. As trustee for the public, GRA.NTOR is entitled to fair compensation to be
paid for these valuable rights throughout the term of this FRANCHISE.
2.3 Dur�tion.
The terrn of this FRANCHISE and all rights, privilages, obligations and restrictions
pertaining thereto shall be from the Effective Date through December 31, 2022.
2.4 Effeetive Date.
The effective date of this FRANCHISE shall be January 25, 2013, unless GRANTEE
fails to file an unconditional written acceptance of this FRANCHISE and post the
security required by Section 5,4 hereof by March 1, 2013, in which event this
FRANCHISE shall be null and void, and any and all rights of GRANTEE to own or
operate a Cable System within the Franchise Area under this FRANCHISE are hereby
terininated.
NORTHLAND CABLE TELEVISION, INC,
2013 FRANCHISE Page 8 of 37
Civil 8�Deplrtments\Commissioners�2,013\Northland Cable Prauchise\PrancUise 2-19-13
2.5 FRANCIIZSE Naz�exclusive.
Tlais �'RA.NCIIISE sh�ll be nollcxcll�sive, �x�.d is subject to all pzior rights, interests,
agreei��ez�ts, pelrz�its, easetnents or lice�lses gzarated by GR�INTC?R to any Person to use
any Stieet, rigl�t-of way, case�nent, o� pra�aer-ty for any pltrpose whatsoe�er, znchtding the
rigl�t of GRA.NTQR to use same for azly pur�aose i� deezns fit il� connection with its
exercise of l�wfl�l police powel, GRANTQR may at any tizne gxanti authorization to use
the p�.�blic rights-of=way Far aily purpose nat il�co�npatible with GIZANTEF's authority
unc�er this FItANCHISE and fox sLich additianal �'�anchises far Cab1e Systems, as
GR.ANTQR deezns appra�riate, upa�1 sucl� terms and conditians as GRANTC}R deems
appropri�te.
2.6 Grani of Uther l�,rancliises.
ri1 the evel�t GRANTOR ez�ters into a FRANCHISE, perznit, license, authorizatian, or
other agreeznent of any kind with any other Perso�z ar entity atl�er than GRANTEE to
enter into GRANT(�R's Streets for the pt�rpose af constructing ar operating a Cablc
Syste�n or praviding Cable Service to any part a� the �`rallchise Area or is required ta
extend Cal�1e Service ta utzder the provisions of Sectian 11.2 of this l�RA1�CHISE, fhe
tnaterial �rovisiolls thereof shall be reasonably camp�rable to those contained herein, iz1
orcler that o�1e aperatar not be gra�lted an unfair competitive advantage aver another, and
to provide ali parties ec�ual praiectio�z under the law.
2.7 Police Po���ers.
GRANTEE's �igllts hereunder are subject to the lawful police powers af GRANTOR ta
adopt al�d enfa�ce ordin�lces x�ecessary to the saf�ty, health, and welfare of the public,
111c1 GR�INTEE agrees to comply witla all �pplicable laws and ordinances enacied, or
herea�'te� enacted, by GRAN`I'OR or any other legally-constitl�ted governmental unit
llaving l�wfiil jurisdictian aver the si�bject rnatter hereof, Notwithstandin�; the foregoing,
GP.�INTOR agrees it will not impnse ax7y regulation pursuant to the Cable Act not
contlznecl herein dur�ing tl�e terzn of this �RANCHISE, Pravided however, in the event of
coz�flicts betweeil pravisions o�� this FRANCHISE and. ather orc�inances of GRANTOR,
the term5 of tlzis TR�NC�IISE shall prevaii except �s to health and s�fety isst�es.
2.8 Rci�tions to 4ther Provisions of La�v.
This I'Rt�NCI�ISE and aIl ri�hts and privileges granted under the �RANCI-�ISE are
sutaject to, �nd GI2�NTEF must exercise all riglats in accordat�ce with, applicable law, as
ameneled over the FI�INCHISE term. T-Iowever, this FRANCHISE is a coniract, subject
on�y to C7R�NTOR's exercise of its �aolice and other powers and all �pplicable laws, This
k�2.ANC�IISE does nat confer xights or iinmunities upon GR�NTEE other than as
expressiy �rovided herein. GRAl`�1T�E dc�es nat waive its right to challen�;e thc
lawfi�lness of a particul�,r enactn�ent, inciudixag on the grourzds that a particL7lar action is
an uncoi�stitutioz�al im��airment of cantractuai rights. The PRANCHISE issuec� and the
NORTHLAND Cf1I�L� TELI�VISI(JN, INC.
2ot3 �'RANC�zzsE P�ge 9 af 37
Civil 8lDepflrtmei�ts\Conunissioners\20131Nortialand Cablc FranchiselFratiehise 2-19-I3
TRANCHISE fee paid hereunder are in lieu of any other required permit, authorization,
fee, charge or tax, unless expressly stated herein.
2.9 Ef#'ect of Acceptnnce.
By accepting this FRANCHIS�, GRANTEE:
A. Acicnowledges and accepts GRANTOR's legal right to issue and enforce this
FRANCHISE;
B. Accepts and agrees to comply with each and every provision of this
FRANCHISE; and
C. Agrees that its will not raise any claim to the contrary.
SECTI01�13. FRA,NCHISE FEE AND FINANCIAL CONTROLS
3.1 FRANCIIISE Fee.
As compens�tion for the benefits and privileges granted under this FRANCHISE and in
consideration of permission to use GRANTOR's Streets, GRANTEE shall pay as a
FRANCHISE fee to GRANTOR, throughout the duration of this FRANCHISE, an
ainoui�.t eqL�al to five percent (5%) of GRANTEE's Gross Revenues. Accrual of such
FRANCHISE fees shall commence as of the effective date of this FRANCHISE. The
FRANCHISE fees are in addition to all other fees, assessments, taxes or payments of
general applicability that GRANTEE may ba required to pay under any federal or, state
la�v and are in lieu of all other fees, assessinents, taxes or payments of general
applicability that GRANTEE may be required to pay under any County or other local
law.
3.2 Pnyments.
GRANTEE's FRANCHISE fee payments to GRANTOR shall be computed monthly,
Each znonthly paymer�t shall -be due and payable no later than thirty (30) days after the
last da� of the preceding month.
3.3 Acceptance of P�yment �nd Recomputation.
No acceptance of any payment shall be construed as an accord by GRANTOR that the
amount paid is, in fact, the correct amount, nor shall any acceptance of payments be
construed as a release of any claim GRANTOR may have for further or additional sums
pa�able or for the performance of any other obligation of GRANTEE.
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3.4 lYlonthly FI�NCHIS� I+ec Reparts.
E�ch payznent shall be acco��np�nied by a writtel2 report ta GRANTOR, containing an
accurate stateznezlt il� si�mzT�arized fornl, as well as in detail, of GRANTEE's Gross
Re�Tex�ues and the colnputatian of the paymer�t axnount.
3.5 A�dzts.
O�� ��1 a1�11��a1 basis, t2pozl thzrty {30} days' prior written notice, at GRANTOR's sole cast
and e�pense (except as expressly provided below), GRANTOR shall have the right to
cor�cl�lct ala iz�de�endent audit during no�znal bztsiness hours of GRANT�E's recards
reasonably related to the adminzstraiio�z or enforcement of this FRANCHISE, in
accardazace wzt1� gencrally accepted �ecot�l�ting princzples. C;OUNTY may l�ire an
independe��,1 certified public accaz�ntazlt to auclit GRANTEE's financial recoids, in which
case GRAI\TTEE sha11 provide copies of all necessary recards ta t1�e certified piiblic
accou��tal�t. If the a�dit shaws that I�RANCHISE fees have been underpaid by F'ive
�}�1�C{JI1� {J�fO} ar more, GRANTEE s�all pay the rcasonabl� fees of the inc�ependent
certified pttblic accaztl�tant within thirty (30} days frain receipt of the al�dit results. If such
az�dit reflects �n overpay���ent, �RANTOR shall refund such overpayment ta GR�I.NTE�
wit�iz� tlairty {30} days o�` tlle audit results. Any such au�lit shaii take place within thirty-
six {3b} ��aontlzs following the res�ective calendar year and for recards thereof in
t�L�e.stzon.
3.6 Inte�•est on Late Paynients.
In t11e evez7t il�at a FR�NCHISE fee payment ox othex suxn is not received by GRANTOR
on or before thc due d�,te, or is uzlderpaid, t�`�rRANTEE shall pay in adtiition to thc
paytneni, ar suzn due, interest from the dite date at a rate equal ta the interest rate
spcci�'zecl for judgments ezltered in the Superiar Courts of the State of Wasl�ingtoil.
3.7 Aitez•z�ntive Remedies.
If �2ny Sectioi�, subsectian, paragraph, term or provision of this FR1�NC�-ITSE or any
ardin�ilce, la�, ar document incorporaied herein by reference is held by a caurt of
coznpetez�t jurisd'zction to be invalid, t�ncoristi�ttion�l ar unenforceabie, stich holdin� s11a11
be cozifix�ec� iz� its opeiation t� the Section, st�bsectioia, par�graph, term or ��rovision
dircctly involved in the controversy in which such holding shall have been rendered and
sh�ll 1�ot in azzy way a[fect tlle validity af any other Sectzon, s�rbsectio�Y, par�rgraph, tcrm
or provision hereof.
3.8 Aclditiional Cornmitrnents Not FRANCHISI�� Fees.
No terin or conditior�. in this FRANCHISE sl�all itl �i1y way modify or affect
GRANT�E's abligatio�7 to �ay I`RA.NCHTSE fees ta GR�I.NTOR. �Ithough the tatal
sui1� of FI�NCHISE fee p��ymeiats �nd additional caminitXncnts set forth elsewhere in
this FRANCHIST� (e.g. bl�siness license fee) may total xnare th�n five percent (S%) o�`
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Civil 8\i7epartil�eflts\Cammissioiiers�20131Northl�nd C�ble Francl3ise\Franohise 2-19-13
3.9
3.10
GRANTEE's Gross Revenues in any 12-month period, GRANTEE agrees that the
addition�l commitments herein are not FRANCHISE fees as defined under any federal
law, nor are they to be offset or credited against any FRANCHISE fee payments due to
GRANTOR.
Costs of Publication.
GRANTEE slzall pay the reasonable cost of newspaper notices and publication pertaining
to this FRANCHISE and any amendments thereto, as such notice or publication is
reasonably required by GRANTOR or applicable law.
Pay�ner�t on Terrnin�tion.
If this FRANCHISE terminates for any reason, GRANTEE shall file with COLJNTY
within ninety (90) calendar days of the date of the termination, a financial statement,
certiiied by a declaration or affidavit of an officer of GRANTEE, showing the Gross
Revenues received by GRANTEE since the end of the previous fiscal year. COtJNTY
reserves the right to satisfy any remaining financial obligations of GRANTEE to
COUNTY by utilizing the funds available pursuant to secuxity provided by GRANTEE in
accordazlce with Section 5.
SECTION 4. A.AMINISTRATION AND REGULATION
4.1
4.2
4.3
Authority.
GRANTOR is vested with the power and right to regulate the exercise of the privileges
permitted by this FRANCHISE in the public interest, or to delegaCe that power and right,
or any part thereof, to the extent permitted under state and local law, to any agent, in its
sole discretion.
R�tes nnd Charges.
All of GRANTEE's
subject to regulation
state and local laws.
rates and charges related to or regarding Cable Service shall be
by GRANTOR to the full extent authorized by applicable federal,
Rate Discrimi�n�tion.
All of GRANTEE's rates and charges shall be published (in the form of a publicly
available rate card), and shall be nondiscriminatory as to all Persons and organizations of
similar classes, Lulder similar circumstances and conditions. GRANTEE shall apply its
rates in accordance with governing law, with similar rates and charges fox all Subscribers
receiving similar Cable Service, without regard to r�ce, color, familial, ethnic or national
origin, religion, age, sex, sexual orientation, marital, military or economic status, or
physical or mental disabiliiy, or geographic location in the Franchise Area. GRANTEE
shall provide equivalent Cable Service to all Residential Subscribers at similar rates and
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Civil 8\Deplrtments\Commissioners�2,013Worthland C1ble Fr�nchise�I'ranchise 2-19-13
to Con�mercial Subscribers as authorized by applicable laws. Notlling he�•ein shall be
constz�ued to prohibit;
A. The temporary reduction or waiving of rates ox charges in conjunction with valid
promotional campaigns and discounted rates in exchange for term commitments
a�1d service bundles:
B. Tl�e offering of reasonable discounts to senior citizens or economically
disadvantaged citizens;
C. GRANTEE from establishing difFerent and nondiscriminatory rates and charges
and classes of service for commercial customers, as well as different
nondiscriminatory monthly rates for classes of commercial customers as
allowable by federal law and regulations; or
D. GRANTEE from establishing different and nondiscriminatory rates and charges
for residential Subscribers as allowable by federal law and regulations,
4.4 Frling of Raties �nd Ch�rges.
A. Upon written request, not more frequent than monthly, GRANTEE shall provide
to GRANTOR a complete schedule of applicable rates and charges for Cable
Service provided uncler this FRANCHISE. Nothing in this subsection shall be
constr�.ied to require GRANTEE to file rates and charges under temporary
ieductions or waivers of rates and charges in conjunction with promotionll
c�inpaigns [Note: all rates and promotions are available on company website at
any time] .
B. GRANTEE shall provide upon written or faxed request from GRANTOR a
complete schedule of current rates and charges for any and all Leased Access
Channels, or portions of such Channels, provided by GRANTEE.
4.5 Time Lrnaits Strictly Construed.
Whenever this FRANCT�ISE sets forth a time for any act to be performed by GRANTEE,
such time shall be deemed to be of the essence, and any failLtre of GRANTEE to perform
withii� the allotted tiine may be considered a material violation of this FRANCHISE and
strFficient grounds for GRANTOR to involce any relevant provision of this FRANCHISE,
subject to the notice and cure provisions of Section 13, However, in the event that
GRANTE� is prevented or delayed iz1 the performance of an� of its obligations under this
FRANCHISE by re�son beyond the reasonable cozltrol of GRANTEE, such as acts of
God (for ex�mple, floods, tornadoes, earthquakes, power outages, strikes or walkouts,
technical failures or unusually severe weather conditions), GRANTEE's performance
shall be excused during the force majeure occurrence and GRANTEE thereafter shall,
under the circumstances, promptly perform the affected obligations under this
FRANCHISE or procure a substitute for such obligation which is reasonably satisfactory
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to GRANTOR, GRA,NTEE shall not be excused by mere economic hardship nor by
misfeasance or malfeasazzce of its directors, officers or employees.
4.6 Perform�nce Evaluation Sessions.
A. COUNTY may hold upon no less than ninety (90) days written notice to
GRANTEE and no more frequently than once per calendar year regular
perforrnance evaluation sessions upon the sixty (60) and one hundred twenty
(120) month anniversary dates of the effective date of this FRANCHISE, All
such evaluation sessions shall be conducted by COUNTY and GRANTEE jointly.
B. Special evahiation sessions may be held at any time by COLJNTY during the term
of this FRA.NCHISE upon the same notice as speciiied in Subsection (A),
C. All regltlar evaluation sessions shall be open to the public and announced at least
one (1) week in advance in a newspaper of general circulation in the Franchise
Area.
D. Evaluation sessions shall deal with GRANTEE's performance of the terms and
conditions of the FRANCHISE and compliance with state and federal laws and
regulations.
E. As part of tl7e performance evaluation session, GRANTEE shall submit to
COUNTY a plant survay report, or map, reasonably acceptable to COLJNTY
which incll�des a description of the portions of the Franchise Area that are cabled
and have all Cable Services avail�ble if so rec�uested by COUNTY. Such report
shall also include the number.of miles and location of overhead and underground
cable plant. I f COUNTY has reason to believe that a portion or all of the Cable
System does not meet the applicable FCC technical standards, COUNTY, at its
expense, retains the right to appoint a qualiiied independent engineer to evaluate
and verify the techiiical performance of the Cable System; pxovided, GRANTOR
promptly provides GRANTEE with a copy of sueh report, at GRANTEE's cost,
and that GRANTEE l�.as a representative present during any such evaluation and
verification.
F. During evaluations under this Section, GRANTEE shall cooperate with COtTNTY
and shall provide such information and documents that have been filed with the
FCC within the most recent three (3) year period.
SECTION 5. FTNANCIAL AND INSURANCE REQUIREMENTS
5,1 Insurance Requirernents.
A. General Requirement. GRANTEE must have adequate insurance duting the
entire term of this FRANCHISE to protect against claims for injuries to Persons
or damages to property which in any way relate to, arise from, or are connected
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Civil 8\Departments\Commissioners�2013\Nortlillnd Cable Pranchise�Frinchise 2-19-13
witl� t]�is FRANC�IISL ar iz�volve CTRANTTE, its agents, representaiives,
contractars, subcontractors and their ez�ployees,
�3. I�Ziti�l Sl�sur��nce Limits. GRAN'��'EE must lceep i�1s�,irance in efCect iz� accardance
witla the nlinil�auln insurance lirnits herein set foxth by GRANTOR frozn time to
tizne. GRA.NTEE shall obtain po1'rcies for t11e follawing ilaitiai minirraum
znsz�razzce limits;
Colnznerczal General Liability: Two-mzllion dal�ars ($2,000,000)
combined siz�gle limit �er accurrence for badily injury, persanal injury,
alad prope�ty damage, and far those policies with aggregate limits, a two-
az�d-ane-half million dal�ars {$2,500,000} aggregate limii;
ii. Autalnabile Liabiliiy: T�vo-milizon dollars ($2,000,00�) combined single
Iilnit per accident for badiiy injury and property damage; and
iii. Employer's Liability: Two-millian dollars ($2,000,000}.
5,2 Indemnific�tion.
A. Scope of Indeinnitv. CrRANTEE shall, at its sole cost and expense, indemnify,
holc� harmiess, and defend GRANT�R and its ofF'icers, boards, commissions,
agents, az�d einployees against �ny arad ail ci�iins, includin�, but nat Iimited to,
thzrd party claims, suits, causes of actian, proceedin�s, and judgmei�ts for
damages c�r equitable relief {the "Claiins") salely to the extent tha Claims arise
out of CrRANTEE's or GRANTEE's agent's negligent acts ar negligent
omissions; �rovided, however, GRANTEE wiiZ nat be obligated to indemnify
CxRANTOR or its afficers, camrnissia�is, agents, or empioyees should
GRt�NTQR antervenc il7 any praceeding regarcling the grant af this FRANCHISE,
This indemnity provision sha11 include dam�ges ax�d liabilities, if and to the extent
s�1ch d�m�ges �,nd li�bilities are a res�;ilt of GRANTEE's or GR.ANTTE's agent's
negligeut acts ar negligent omissiox�s,
B. D�.ity to Give Natice and Tender Defeizse. GRANTOR shall give GRANTE�
writien notice witl�in five (5) d�ys of receivin� �ny ciaim ox of the
coiraznencement of ax�y action, suit or other proceeding covered by the indemnity
in this Sectian. Failure of GRANTOR to provide such notice shail res�.ilt in waiver
o£ C'rRANTEE's ir�dem�aifica�ion obligations wi�l� respect to such action; suit on-
othet proceeding otherwise covered by tl�e indemnity in this Section, In the eveni
atly such clairn arises, GRANTOR or any ather indemnified party, as defined by
this FRANC�IISE, sl�all tender tlie defense thereof ta C-RANTEE and GRANTEE
sl�all have the oblig�tion and ciuty to defend, settle or compromise any claims
arising tl�ere�.inde��, and GRANTOR sh�ll caoperate fully therein, GRANTEF
sllall accept or decline the tender within ten (10) da�s of its receipr of the written
notice descrzbed at�ove. In the event that GRANTEE declines defense of the claim
ii� vioi�tion of this Section 5.2, CrRANTOR may defend sucl� claim and seek
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recovery fram URANTEE its reasonable expeiases for attorncys' fees a�zd other
expez�ses, inclti�ding expe7�t wit�aess Fees, i�acurred by GRANTC)R for defense al�d
in seelcing st�ch recovery.
5.3 Warker's Compensation Waiver.
1'he provisions of Section 5.2 shall ap�ly to elaims by GRANT�E's own employees a11d
the em��layecs of GRANTEE's agents, repr•esentatives, contractors, and sul�coniractors to
which G1�.ANTEE might otherwise be iminL�ne under Tztle 51 RCW. This waiver of
imi��unity ui�der Title 51 RCW has been ln�.�tually zxegotiated by the parties hereto, and
GRANTEE acknowledges t11at COUNTY would nat enter into this FRANCH�SE withaut
GRt�NTE�'s waiver thez�eaf.
5.4 Perfarznance Lond.
Upan or befarc the effective date o:(" this FRANCHISE, GR�INTEE shall obtain and
maintain du��ing the ezztire term of ihis FRA1'�CI�ISE, including any extensions or
renawals thezeof, at its awn cost and expense; a performance bond that sl�all be filed wiih
GRANTOR iz1 ihe amaunt af �'ive `I'housand dollrirs {$5,QOQ.00) as guarantee for the
faithful perfc�rmance by it of all the provisio�ls of this FRANCHISE.
SECTIt3N 6. CUSTOMER SERVICE
6.1 Custo�er Ser�vice �iandards.
GRI�NTFE shall reasonably meet or exceed any customer service stanc�ards adopted by
tlle �CC sa long as they are commercially reasonable.
6.2 Sa�iscribe�- Pri�vacy.
GRI�NT�E wi11 comply with privacy rigl�ts of Subscribers in accordance with federal
and state 1aw.
6.3 Loca1(}ffice.
Thrac�ghaut the �RANC�IIS� terrza, GR.ANTEE must maintain, at a minimum, ane (1)
custamer service center lacated in Urant Caunty, which will be open durin� normal
basiness haurs ta provide S�.tbscxibers the opporiunity far ihe receipt and picicup af
Subscriber eqti�ipinent azld far bill payments and coznplaints. GRANTEE shall maintain
tele�hones and atl7er ec�l�ipment so thai customer complaints and service requests can be
received 1�y GRANTE�; on a twenty-�aur {24} 11our basxs at a io11-free telepl�one ntimber.
6.4 Emergenc� Brondeast.
GR�iNT];E slaail cooperate to the extent rec�tiired by FCC ruie or the Cable Act with
Grant Couraiy Eznergel�cy Se�Yvices (GCES} or its successor agency to acco�nmod�te
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Civii $1DepartnlentslCanunissianers\2Q131Notth(and Cable FranchiselFranchise 2-19-13
Emergency Alert System information oi• other information the GCES deems appropriate
to be broadcast over GRANTEE's system compatible with GRANTEE's equipment,
SECTION 7. REPORTS AND RECORDS
7.1 Open Records.
A. Subject to the terms of Section 7.2, and other applicable law regarding subscriber
privacy, COUNTY shall have reasonable access to, and the right to inspect, any
boolcs and records of GRANTEE, �vvhich are reasonably related and necessary to
the adininistration or enforcement of the terins of tllis FRANCHISE. GRANTEE
shall not deny COLJNTY access to any such records of GRANTEE on the basis
that GRANTEE's records are under the control of any parent corporation,
affiliated entity or a third party related to this FRANCHISE. COLTNTY may, ii�
writing, request copies of any such records or boolcs and GRANTEE shall provide
such copies within thirry (30) days of the transmittal of such request. One (1)
copy of all reports and records required under this or any other Section shall be
fiirnished to COLTNTY at the sole expense of GRANTEE. If the requested boolcs
and records are too voluminous, or for security reasons cannot be copied or
removed, then GRANTEE may request, in writing within ten (10) days, that
COUNTY inspect thein at one of GRANTEE's local area offices. If any books or
records of GRANTEE are not kept in a local area office and not made available in
copies to COL7NTY upon written request as set forth above, and if COLTNTY
reasonably determines that an examination of such records is necessary or
appropriate to the perFormance of any of COUNTY's duties, administration or
enforcement of this FRANCHISE, then all reasonable travel expenses incurred in
malcing such examination shall be paid by GRANTEE. If any books or records of
GRANTEE are not lcept in a local office, GRANTEE will provide or otherwise
malce such documents available for inspection and review at the local office
within ten (10) worlcing days.
7.2 Confidentiality.
Inforination that GRANTEE is required to inalce available to COLTNTY pursuant to tlie
terms of this FRANCHISE contains valuable private information regarding the business
affairs of GRANTEE. COUNTY agrees to treat as confidential any boolcs and records
received from GRANTEE that constitute proprietary or confidential information under
federal or state law, to the extent GRANTEE malces COLTNTY aware of such
confidentialzt�, notwithstanding the Public Records Act, chapter 42,56 RCW, and record
retention law, chapter 40.14 RCW. GRANTEE shall be responsible for clearly and
conspicuously stamping the word "Coniidential" on eaah document that contains
confidential or proprietary information. If COtJNTY receives a demand from any Person
for disclosure of any information designated by GRANTEE as confidential, COtJNTY
shall, so far as consistent with applicable law, will malce a good faith effort to advise
GRANTEE in advance so that GRA.NTE� may take appropriate steps to protect its
interests and provide GRANTEE with a copy of any written request by the party
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Civil 8\Deplrtments\Commissioners�2013\Northland Cable Pranchise\Fraucl�ise 2-19-13
7.3
7.4
'1.S
ctemandii�zg access �o sucl� infor�natian withir� 21 days af ��eceipt of such request.
Notwithsl�ndil�g t��e foregoing, both pariies acicnawledge ihat the C(�UNTY is rec�uired
to com�ly witla #he Public Records Act, chapter 42.56 RCW, and record retention law,
cl�apter 40.14 RCW, an�ong other iaws and rtzles governzng disc�asure and retention of
public recoY�ds. Az�,yilling hezein iz�ca7lsisterlt with si�ch laws and rttles is hereby
s�.lpers�ded by this reference ta the extent of the inconsistency.
CompZaint I'ile.
GR.�NTEE shali lceep an accurate and camprehensive file of any and a11 co�nplainis
zegardirlg the Cab1e Systern as required by the �CC,
Ins�aectian af Faczlities,
GRANTt)R ln�y, at iis o�vn cost and expex�se, inspect i��on reasanable written. request
any of CrRANTTE's facilities a�ld equipmcnt to confirm performance under this
�R�1NCI�ISE ai a��y time upan ai least five (5} business days notice, o�, in case af an
eznergci�cy, upon demand wzthout priar natice.
Faise Statements.
�1.ny il�tentiazlal false or mislea�ing statement or representation in any repart required by
this �'RANCHIS� may bc deemed a mate��ial vialation of this FRANC�-IISE and may
sl�bject CxRA.NTEE to a1I re�nedies, 1cg�I oz equiiable, which are availabie to CC7UNTY
under this FP�INCHIS� or otherwise,
SECTit3N �. PROGRAMiVIING
8.1. l3ra�d Prograznnning CRtegories.
�. GRANTE�'s Cab1e System sha11 provide a wide diversiiy of pragramming.
GR�INTEE sllall provide at Ieast the foliowing broad categories of programming
t� tlze exteX�t suc�z categories are commercially reasonably avazlabie:
x�.
Educ�tianal prog�ammzng;
Washin�;ton State ncws and informatian;
Spoz-ts;
Getleral entertaii�ment (including znovies);
Childxei�/faxnily-oriented;
Aris, culture and performing arts;
�'ozeign language;
,� C1e11Ce�C�O CLllxie11f�1'�,�
�Veather inforn�ation;
Progr�m�ni�lg acldressed to diverse ethnic
Fr�ncllise �.rea; and
National, state, and local government af:Cairs,
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Pa�e � 8 of 37
B. GRANTEE s1�a11 �ot delete any broad category of p�ogramming within its coni:rol,
C, T�ze p�rties expressly agree tllat tlze pragramzning desczibed in Sectiozl 8.I(A}
represel7t t�road categorzes of videa prograinming within the meanirlg of 47 U.S.C.
544(b} {2} (}3}, as may be ainended from time to tizne.
8.2 Pnrenial Control Devzce.
Upon rec�uest by azay Subse�iber, GRANTEE s1�all malce available a parental control or
lacicout clevice; traps or filters io enable a Su6scriber to cot�trol access to both the audio
�nd vide� portiaz�s of �ny ar al1 cl�annels, GRANTEE shall in�'arm zts Subscribers of the
availat�ility of t1�e Iacicattt device at the time of their initiai subscript:ion and annually
thereafter.
$,3 Le�ised �.ccess Channels.
GRANTTE sl�all compiy with the FCC's rules and regulations regarding Leased Access
Ch�nnels.
8.4 CoYltianuity oi Service.
A. It sl�all be the right of �11 Subscribers io cantinue to receive Cab1e Service from
GRANTEE insof�r �s their financial and other obli�;ations to GRAI�TEE are
s�tisfied anct GRANTEE coi�tinues ta serve the Franchise Ar�a. Subject to the
force majeure provisions of this FRANCHISE, GRANTEE slzall use
cona�nercialiy reasonable efforts to ensure that ail Subscrit�ers receive cantinuous,
u�lintezrupte� Cable Service.
B. In t11e eveni of a ckaange in owncrslzip, ox in the event a new Cab1e Operator
acquires the Cable System in �ccorctance with this I�'RANCHISE, GRANTEE
sha11 reasonably coopel�ate with GRANTOR and such new Cable Operator in
i�aix�tainiz�g continuity of servicc to a11 Subscribers.
�.S Comniuni1y Prograrnming Needs.
At thc written rec�L�est of the legislativc authoriiy of COLTNTY, bl�t na more than twicc
durin� t11e texm of this FRANC�-IISE, nit�aty (90) days after a Performance evaluation
sessia�� as provided in Sectic�n 4.6, CrRANTLE xnay fiirnish to all Subscr.iUers a]ong with
their x�nonthly service statenlei�t, a list of broad categorias af programming, and other
services available to G.RANTEE. Tl1e rnenu may be in the format of � mailback surve�
for deterrniYlation o�the Subscriber's progran�ming preference. The results of the survey
are to be provzded COUNTY as soo�1 as commcrcially practical by GRA.NTEF with any
prc�pased change(s) in progr�m�ning.
8.6 Service for Disnbled.
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Ta tl�e extent tecl�lically feasible az�cl iz1 accardance witl� �iCC reqttirements, GR�NTLE
shall z�etzanslnii all clased-c�ptioned sig�lals znade availal�le by programxners in
conjunctiol� with progra��lming iz� its lzne- up a�d which are provided in arder to facilitate
viewin� by handicapped persans. GRANTE� shall comply with the Azneric�ns with
Disabilities Act, any an�endments thereto and any athel applicable federal, state o1� local
laws or regulatiozls. Ta the extent technically feasible and 'zn accordance with FCC
rcqL�iremellts, GRANTEE shall maintain the necessary head-end equipnlent to make
Second A�.�clio Prograzn {SAF} feaiures available ta Subscribers. GIZANTEE's
abligatians under this subsectioz� do not extend to providing customer preznises
ec��iipment.
�ECTIUN 9. GENERAL �TREET U�E AND CQNSTRUCTI(.�1'�
g.� COTiStt`ACt1011.
A. Stzbject to applicable 1aws, regulations and orclinanees af GRANTC?R and the
provisians o� this FRA.NCHIS�, GRANTEL may perform a11 canstruction
necessazy for the aperation of its Cable System. A11 canstr�.tctioi� and
maintenance af any and all facilities �vithin Streets incident to GI2ANTEE's Cable
Sysiem shall, regardless of whg performs the cc�nstruciian, be and remain
�R�NTEE's responsibility. C7RANTEE shall apply for, and obtain, all permzts
�aecessary far canstructiorl or ilzstallation af any faciliiies, a�d for excavating and
Iayii�g �rny facilities within the Streeis. GRANTEE shall pay, prior ta issuance, all
applicable fees af the �equisite constructian permits.
B. Prior to begiruling any constrt�tction, CJRANTEL, sha�l provide GR�INTOR with �
const�uctian schedule for worlc in tl�e Streets. �11 construction shall be performed
ii� coz7ipliance �vitlz this FRANC�-IISE. When obtaining a permii, GRANTEE
shall. i��qui�e aboui otl�er construction c�.trrenily in pragress, planned or proposed,
'rn order ta iz�vestigate tl�oroughly �11 oppartunities for joint trenching or boring.
WheXlever it is possible and reasanab�y practicable to joint trench or share 1�ores
or c�.rts, GR�NTEE shall woz�k with other providers, licensees, permittees and
franchisees sa as io redt�ce as far as possible ihe n�trnber of Streei cuts.
9.2 Locaiion of Facilities.
GRANTEE s1�aI1 use t17e ane call �ocator service prior ta perfarming any excavatian in
GR �I�TOR's Streets,
9.3 �elocation,
GRANTC�R shall have the right to reasonab�y require GRANTEE ta change the location
of any p�rt of GRANT�E's Cable System within the Sire�ts when the public convenience
rec�uires such cl�atlge, and the expense tl�ereof shall be paid by GRANTEE, Shoult�
GR�NTEE fail io rexnove ar relocate any suc11 facilitzes by tl�e date reasanably
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established by GR.ANTOR, GRANTOR may efi'ect such removal or relocation, and the
expense tl�.ereof s11a11 be paid by GRANTEE, including all reasonable costs and expenses
incL7rred by GRANTOR due to GRANTE�'s delay. If GRANTOR requires GRANTEE
to relocate its facilities located within the Streets, GR�INTOR shall malce a reasonable
effort to provide GRANT�E with an alternate location within the Streets.
9.4 Restor�tion of Streets.
A. Whenever GRANTEE disturbs the surface of any Street for any purpose,
GRANTEE shall promptly restore the Street to at least its prior condition.
B. All of GRANTE�'s worlc under this FRANCHISE, and this Section in particular,
shall be done in strict compliance with this FRANCHIS� rules, regulations and
ordinances of GRANTOR. Prior to malcing any Street or right-of-way cuts or
openings, GRANTEE shall provide written notice to GRANTOR.
9,5 M�intenance �nd Workmanship.
A. GRANTEE's Cable System shall be constructed and maintained in such manner
as not to interfere with sewers, water pipes, or any other property of GRANTOR,
or with any other pipes, wires, conduits, pedestals, structures, equipment or other
facilities that inay have been laid in the Streets by, or under, GRANTOR's
authority.
B. GRANTEE shall provide and use any equipment necessary to control and carry
GRANTEE's Cable System signals so as to prevent injury to GRANTOR's
property or property belonging to any Person. GRANTEE, at its own expense,
shall repair, change and improve its facilities to lceep them in good repair, and
safe and reasonably presentable condition.
9.6 Reserv�tion of GRANTOR Street Rights.
Nothing in this FRANCHISE shall prevent GRANTOR or utilities owned, maintained or
operated by public entities other than GRANTOR, from constructing sewers; grading,
paving, repairing or altering any Street; repairing or iemoving water mains; or
constrLtcting or establishing any other public worlc or improvernent. All such worlc shall
be done, insofar as practicable, so as not to obstruct, injure or prevent the use and
operation of GRANTE�'s Cable System. However, if any of GRANTEE's Cable System
interfexes with the constructioi� or repair of any Street or public improvement, including
construction, repair or removal of a sewer or water main, GRANTEE's Cable System
shall be relocated in accordance with 9.3.
9.7 Use of Conduits by GRANTOR.
GRANTEE and COtJNTY shall grant to each other, free of expense, joint use of any and
all poles, ducis, conduits or equipment in the streets or other public places owned by
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either party for ai�y proper purpose, insofar as the same may be done without interfering
with the use and enjoyment of either party's own wires and other facilities and provided
that all such joint use shall ba in full compliance with all rules, regulations, requirements
and conditions of the National Electrical Safety Code prepared by the National Bureau of
Stai�dards, the National Electrical Code of the National Boaid of Fire Underwriters
affecting electrical installations which may be presently in effect or future amendments
thereto as well as being subject to COUNTY's obligations to any other Franchise holder
with which it may have a similar joint use agreement. Additionally, COUNTY may
install or affix and maintain wires and equipment owned by COUNTY for municipal
purposes in or upon GRANTEE's equipment in the Streets and other public places
witliout charge to COLTNTY, to tha extent space therein or thereon is reasonably
available, and pursuant to all applicable County Ordznances and Codes. For the purposes
of this S�ibsection 9.7, "municipal purposes" includes, but is not liinitecl to, the use of the
structures and installations by GRANTOR for fire, police, traffic, water, telephone, or
signal systems, but not for Cable System purposes in competition with GRANTEE.
GRANTEE shall not deduct the value of sl�ch use of its facilities room its FRANCHISE
fees payaUle to GRANTOR.
9.8 Street V�cation.
If airy Street or portion thereof used by GRANTEE is vacated by GRANTOR during the
term of this FRANCHISE, unless GRANTOR speciiically reserves to GRANTEE the
right to continue its installation in the vacated Street, GRANTEE shall with thirty (30)
day written notice and without expense to GRANTOR either remove its facilities from
sucl� streets and restore street in accordance with 9.4 or negotiate an arrangement with the
owner or controller of the vacated Street apart from this FRANCHISE.
9.9 Discontinuing Use of Fncilities.
Whenever GRANTEE discontinues using any facility v�ithin the Streets, GRANTEE
shall provide written notice to GRANTOR's with � complete description of the facility
and the date on which GRANTEE intends to discontinue using the facility. GRANTEE
may remove the facility or request that GRANTOR allow it to remain in place.
Notwithstanding GRANTEE's reqLtest that any such facility remain in place, GRANTOR
may require GRANTEE to remove the facility from the Street or modify the facility to
protect the public health, welfare, safety, and convenience, or otherwise serve the public
interest, GRANTOR may require GRANTEE to perform a combination of modification
and removal of the facility. GRANTEE shall comple�e such removal or modification in
accordance vvzth a schedule appro�ved by GRANTOR. Until such time as GRANTEE
removes or modifies the facility, or until the rights to and responsibility for the facility
are accepted by another Person having authority to construct and maintain such facility,
GRANTEE shall be responsible for all necessary repairs and relocations of the facility, as
well as maintenance of the Street, in the same maruier and degree as if the facility were in
active use, and GRANTEE shall retain all liability for such facility. If GRANTEE
abandons its facilities, GRANTOR may choose to use such facilities for any purpose
whatsoever including, but not liinited to, puUlic, goverrunental or educational purposes,
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For purposes of this Section 9.9, "abandons" shall have the meaning set forth in Section
15,1 of this TRA.NCHISL;.
9.10 �I�zarclo�us Subst�nces.
A. GRANTEE shall comply with �11 applicable local, state and federal laws, statutes,
regulations and orders con.cerning haz�rdous substances relating to GRANTEE's
Cable System in the Streets,
B. GRANT�E shall maintain and inspect its Cable Systein located in the Streets.
Upon reason�ble written notice to GRANT'EE, GRANTOR and GRANTEE may
jointly inspect GRANTEE's facilities in the Streets to determine if any release of
hazardous substances has occurred, or may occur, frozn or related to GRANTEE's
Cable System. In removing or modifying GRANTEE's facilities as provided in
this I'RANCHISE, GRANTEE shall also remove all residues of hazardous
st�bstances related thereto.
9.11 Unclergrounding of Cable.
A. Wirin�.
Where electric, tel�phone or other utility or other third party wiring is
installed underground: at the time of Cable System construction, or when
such wiring is subsequently placed Ltndergroltnd, all Cable System lines or
wiring and equipment shall also be placed underground on a
nondiscriminatory basis with other wire line service at no additional
expense to GRANTOR. Related Cable System equipment such as
pedestals must be placed in accordance with applicable Code requirements
and underground �.rtility rules as reasonably interpreted by GRANTOR's
Director of Public Worlcs. In areas where electric, telephone or other
utility or other third party wiring is aerial, GRANTEE may install aerial
cable, except when a property owner or resident requests underground
installation ancl agrees to bear and pre-pay the additional cost in excess of
aerial installation.
ii. GRANTE� shall utilize existing poles and conduit wherever commercially
reasonable.
iii. This FRANCHISE does not grant, give or convey to GRANTEE the right
or privilege i:o inst�ll its facilities in any manner on specific utility poles or
eqtiipznent or any other Person without their permission except to the
extent permitted under applicable federal and state law.
B. Repair and Restoration of PropertX.
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i. CTRANT�E shall protect pltblic and private property from damage by its
C�ble System. If damage occuzs GRANTE� shall prolnptly notify tl�e
prapezty awnez• witl�i� twenty-four {24} haurs of its lcnowledge of such
danlage in wx•iting or in pe��sor1.
ii. Sf public or private praperty is disturbed or damaged by GRANTEE,
GRANT�E shall zestore the p�•ope7�ty to zis forzner condition, norrnal wear
ancl iear eYcepted. Public rzght-of way shall be repaired and restored in
accordance wilh Sectian 9,4. Private prope��ty must b� resto�ed promptly,
cansidering ihc natti�re of the wo�•k tllat must be performed al�d in no event
later than five (5} bl�siness days.
iii. Prior ta enterinb onta private pz�aperty to canstruct, operate or repair iis
Cable Syste7� whe�e the property ow�er has not requested such
constructio�a, operatior� ar re�aair, GRANTEE shall give the Persan
residing on or using the property adequate written not�ce (such as a doar
laanger wllich clearly identifies the anticipate� constructian} ihat it intends
to worlc on the property, a t�escripiion of the work it intends tc� perforxn
and a name and phane number ihe Persan can call to protest or seelc
zzlodific�tion of the �vork. Warlc shall be cione in a lilanner that catzses the
least ir�terference �vith the rights and reasanable convenience of property
owz�ers, residents and users.
C. Mc�vemeni of Cable S�stezn I'or and By GRf-1NTOR. Ta the extent necessary,
GR�INTOR zx�ay remove, replace, matiify or disec�r�neci GRANTCE's facilities
and ec�i�zpmez�t locaied il1 t17e p��blic right-of- way or an any ather properiy of
GR�N 1"OR in the case of ��•e, disaster, or otl�er emergency, ar wh�n a project or
activzty of GRANT4R's m�kes the remaval, replaceinent, modificatian ar
discazlnectzan necessary az less expensive for GRANTC?R. Except during an
en�ergel�cy, �`rRAI�TOR shail �rovide r�asonable u�itten r�atice to GRANTEE
priat to ta1�i�1g such actian and shall provide GR�NTEE with reasalzable
opportu��iiy to perform sLtch actioz�. Following noti.ce by GR�INTOI�, GRANT�E
shal� reznove, rep�ace, modify or discor�tlect any a�` its faci�ities ar equi�ment
witl�izz afly public xight-af-way, or on any other property of C�RANT{�R, except
that GRANTC}R shall pravide at least sixty (60} days' written noticc of' any major
capital imprc�veme�lt project wlzich would rec�ti�ire the removal, replacenient,
�nodif catian oz• disconzlectiozl of �R�INTEE's facilities or ec�uipment. If
GRANTE]�, �`ails to con�plete tllis work withixa the time prescribed and to
GRAN'1'OR's reasonable satisfactiorz, G12ANTOR may ca�,lse such work to be
dane alzd bili the cost of the wo�•k to GR.ANTT;E. Wztl�in thirty {30) days of
receipt of an itelnized list of thase reasonable costs, GRANTEE sha11 pay
GRANTOR.
TJ. iVlovemeni E'or {�ther �'�•az�chise �Tolders. If any removal, replaceznent,
n�octzfication ar discon��.eciion is req�.ii.red to accaznmodate the constriXction,
operation or re�air of the facilities or equiprnent of anathex Franchise halder,
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GRANTEE shall, after at least thirty (30) days' advance written notice, talce
action to effect the necessary changes requested by the responsible entity at the
responsible entity's sole and pre-paid cost and expense.
�. Movement for Other Permittees. At the request of any Person holding a valid
permit and upon reasonable advance notice, GRANTEE shall temporarily raise,
lower or xemove its wires as necessary tio permit the moving of a building,
vehicle, equipment or otl7er item. The permit holder must pay the expense of such
teinporary changes, and GRANTEE may require a reasonable deposit of the
estimated payinent in advance.
F. Tree Triznmin�. Subject to 1CC1t111'lllg pT101 written permission of COIJNTY,
GRANTEE shall have the authority but not the obligation to trim trees that
overhang a public right-of-way of COUNTY so as to prevent the branches of such
trees from coming in contact with its Cable System, in accordance with applicable
codes and regulations and accepted pro�essional tree trimming practices; provided
that in an emergency situation GRANTEE may trim trees ta protect its iacilities in
which circumstance written notice of that the trimming occurred shall be
delivered to GRANTOR.
9.12 Codes.
GRANTEE shall strictly adhere to all building and zoning codes in effect at the time of
applicable construction. GRANTEE shall arrange its lines; cables and other
appurtenances, on both public and private property, in such a manner as to not cause
unreasonable interference with the use of said public or private property by any Person,
In the event of such interference, GRANTOR may require the removal or relocation of
GRANTEE's lines, cables and other apptirtenances from the property in question.
9.13 Standards.
A. All worlc authorized �nd required hereunder shall be done in a safe, thorough and
worlananlilce manner. GRANTEE must comply with all safety requirements,
rules and practices and employ all necessary devices as required by applicable law
during construction, operation and repair of its Cable Sys�em. By way of
illustration and not limitation, GRANTEE must comply with the National Electric
Code, National Electrical Safety Code and Occupational Safety and Health
Administration (OSHA) Standards.
B. GRANTEE s11a11 ensure that the drops are properly bonded to the electrical power
gro�.lz�d at t11e home, consistent with the requirements of the National Electric
Code and the National Electrical Safety Code. All non-conforming or non-
perforining drops shall be replaced by GRANTEE as necessary.
SECTION 10. TEST AND COMPLIANCE PROCEDURES
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Upon reaso��able writtcxl request, GRAI'�ITEE shall advise GRE1NTflR af schedules and rnethods
for testing 11xe Cable System on a regul�r basis to delerznine compliance with the provisians of
applicable FCC technzcal stazldards. Representatives of GRANTOR may witness tests, and any
written test reports filed with 112e FCC m�y be made available to GRANTOR upon reasonable
wriiten requesfi,
As required by I-�CC Rules, GRA�ITEE shall co��duct proo� af perform�.nce tests a��d cumulative
leaka�;e index tests desigzled to denzonstrate compliance with FCC r�quirements. GRANTLE
shall provide GRANTOIZ capies of the results of such tests that are filed wilh the FCC upon
written request.
SEC"TIt�N 11.. SGI�V�C� +XTEN�rON, CC?NSTRUCTIQN, AND INTERC01�iNECTiON
11,1 Equivalent Sex-viee.
It is GRAN"CE�'s gene�•a1 policy tlzat all residential dwelling units in the Frar�chise Area
served by GRANTEE's Cable System have eq�.zivalent availability ta Cable Service from
GRANTEE's Cable System under n�ndiscrzmin�tary rates and reasonable terms and
conditians.
11.2 Service Availability.
A. With respect to aezial line extensians, GRAN'I'EE shall extend energized cable
from any existing tarmin�.�s of trunk cable of its Cable System to any area in
COLTN7'Y in wl�ich aerzal power ancl telephonc t�tility services are available and
whiclll�as a density o�` ai least eight (8} Dwelling Units alol�g one- ql�az�ter (1/4) af
a linear mile aC c�ble, �xovided thai the Dwelliz�g Unit r�earest ta the existing
te�•lninus of tri�nlc cable af the Cable System is situaied na more than ane-eiglxth
{ 1 tS) a C a linear mile of cablc fram the existing ierminus of trunk eable af the
Cable System.
B. Wi�t�a respect to undergro�.tnd line extez�sians, GRANTEE sk�all exiend e�zergized
clble from aiay existiilg terininus of tr��nlc cable of its Cable System to any area m
CC}UNTY in which i�nderground power and telephone utility services are
available and �vhicll has a density of at ieast ten (1Q} Dwelling Units alang one-
quaxter (1/4) of a�inear �n1le of cable, providec� that t�e DweSling Unii nearest to
the existi�ag ter�nin�.ts of irltt�k cable af ihe Cab1e System is situaied no mc�r� ihan
one-eighth (�/8} o�'a linear znile af cable Cram ihe existizlg terminus a�"trl�nk cable
ottlae Cable System.
C, Consirlxctian of the line ext;ensians rec�uired by subseciion {A) al�d (8} above sha11
camznence wiihin ane hundred t�venty (120) days a�er the (i) the determination af
tlle mi7�imux� densitzes as provideci in sucl� claz�ses ar�d {ii} il�e receipi by
GR�I.NTEE of a�ec�uest far sezvice io such a Dwe.11ing IJnit aiang w'rth the
associatecl firsi morltl�t's pa�ment for services a�zcl th� applic�ble installation fees.
f1s L�sect in tlzis Section 12.2, the term "Dwellizag I1nit" shall mean a single-family
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or multi-family dwelling unit that (x) is fully-constructed and capable of
occupancy in accordance with applicable building, housing and zoning codes, and
(y) is situated along public easements to which GRANTEE can gain access.
11.3 Connection of Prxblic Fncilities.
GRANTEE shall, at no cost to GRANTOR, provide at least one (1) outlet of Basic and
expanded basic programming to all buildings in the Franchise Area owned by
GRANTOR, as designated by GRA.NTOR on the attached Schedule A. I� addition,
GRANTEE shall provide, at no cost to the blulding owner, one (1) otrtlet of Basic and
expanded Uasic prograinming to all such future public buildings owned by GRANTOR if
the drop line to such building does not exceed one-hunc�red twenty-five (125) cable feet
from the terinintts of trui�lc cable of tha Cabla System or if GRANTOR agrees to pay the
incremental cost of such drop line in excess of one-hundred twenty-five (125) cable feet,
including t11e cost of such excess labor �nd materials. Outlets of Basic and expanded
basic programming provided in accordance with this subsection may be used to distribute
Cable Service tllroughouti sttch buildings, provided such distribution ean be accomplished
without causing Cable System disruption and general technical standards are maintained.
COUNTY shall be responsible f.or all costs of such distribution of the Cable Service
provided, to insure it is done in accordance with the technical requirements of the
industry to avoid an impact on GRANTE�'s Cable System, and any such distribution
wiring shall be tested by GRANTEE to insure the expansion does not impair
GRANTEE's Cable System.
SECTION 12. STANDBY PO'WER
GRANTEE shall provide standby power gener�ting capacity at the Cable System Headend
capabla of providing at least twelve (12) hours of einergency operation. GRANTEE shall
maintain standby po�ver system supplies, for outages affecting more than ten (10%) of
Subscribers, rated for �t least two (2) hours duration, throtighout the trunlc and distribution
networlcs. In addition, tllroughout the term of this FRANCHISE, GRA.NTEE shall have a plan. in
place, along with all resources necessary for implementing sllch plan, for dealing with outages
affecting more than ten (10%) of Stibscribers for more than two (2) hours. This outage plan and
evidence of reqLYisite impleinentatio�l resources shall be presented to GRANTOR no later than
ninety (90) days follotiving the effective date of this FRANCHISE.
SECTION 13. I'RANCHIS� VIOLATIONS; REVOCATION OF FRANCHISE
13.1 P�rocedure for Remec�ying FRANCHTS� Violations.
A. If GRANTOR reasonably believes that GRANTEE has failed to perform any
obligation under this FRANCHISE or has failed to perform in a timely manner,
GRANTOR shall notify GRANTEE in writing, stating with reasonable specificity
the natLue of the alleged violation. GRANTEE shall have thirty (30) days from the
date of receipt of s�ich notice to:
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I�.espand to GRANZ"OR, contesting GIi�NTOR's assertion tlzat a
vialatiol� laas accurred, and request a hearzng in accor�ance with
sul7section C below; or
ii. Cl�ze �he violation; or
iii. Notify GRl1NTOR tl�at URt�NT�E caniaot cure the vialation within the
thizty {3Q} d�ys, because af the z�ature of the violation and notify
GRANTQR in writing of what sieps GRANTEE shall take ta cure the
violation including GRAN'I'EE's prajected completion date for such cure.
Z�z sttcl7 case, GRtANTOR shall set a lzearin� date within tllirty {30) days of
receipi of st��ch respanse in accaz•dance with subsection {B) below.
F3. In tl�e e�vent tllat G�NTEL notifies GRA.NTOR thai it cannot cure the violatian
�vithin tlie thirty {3Q) day ct�re period, GRANTOR or its designee shall set a
pub�zc hearing witlxin thiriy {30} days of GRANTQR's receipt of such natice to
review anc� deter�nine whether GRA.NTEE has taken reasanable steps to cure the
vial�tiozl arlcl whetizer Gl�-1NTEE's praposed plan and completion date for cure
are reasanable, In the even�t such plan and compleiion date are found to be
reasonable, the same s11a11 be appraved by CxRANTQR.
C. In ihe evez�i illat GRAN'S'EE �`ails to cure the vialatian within the thirty (30) day
basic cure pez�iod, or wit(�in an exie�ded cure period appraved by GRANTCJR or
d�;sigl�ee pttrst�ant ta subsection {B}, GRANTC}R ar designee s1�a11 set a public
hcaring to determine what san.ctio�is sha11 be applied. In the eveni thai CRANTEE
cantcsts GRANTOR's assez�tian thai a vialatian has occurred, and requests a
hearing in accardance with subsection (A}(i) above, GRANTOR or designee sha1�
set a pl�l�lzc hearin� wiihin sixty (60) days of GRANTC}R's rcceipt of the heari�lg
request to detezmzne wheiher the via�atiail has accurred, and if a violatian is
fo�,�nd, wh�i sa��ctions shall be appliccl.
D. In t��e case of �ny hearing pu��suant to thxs Sectian, G12�NTOR shall notify
GR�1.N`I~E� af tlze heari�ig in writing and at the hearing, GRANTEE sha11 be
provicle,d a�3 oppaz•tunity ta be hearel ai�d to present evidence in its defense,
G�NTOR sha11 also hear any othez� Person intcrested therezn.
�. Zf, aC-�er i:lae public hearing, GR�INTOR or designee determi�les ihat a violation
exists, GRANTOR or designee t�ay utiliz:e ol�e or more of t�e following remedies
slrbjcct to GR�.N`�,EE's rigllts under fedezal, state or local law to appeal such
deterzni�lation:
i. Orc�ex GRANT'El; to carrect or remedy the violatzon wiihin a reasanable
tinae fraine as GRANT{�R or designee sha1� determine;
�i, Revolce this FIt�NCHISE, sitbject to si�bsection (F) ofthis Section; and/or
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iii. Pursue any other legal or equitable remedy available under this
FRANCHIS� or any applicable law.
F. This I'RANCHIS� shall not be revolced except by County legislative authority
after notice and hearing as set forth i11 this Section and in accordance with the
Cable Act and other applicable law.
G. The determination as to whether a violation of this FRANCHISE has occur.red
sh�ll be within the sole discretion of GRANTOR or its designee, provided that
any such fii�al determination shall be subject to review by a court of competent
jurisdiction under applicable law.
13.2 Revocation.
In addition to all other rights and powers retained by GRANTOR under this
FRANCHISE or otherwise, and subject to the provisions of Section 13.1 GRANTOR
reserves the right to forfeit and terminate this I'RANCHISE and all rights and privileges
of GRANTEE hereunder in tlle event of a material violation of its terms and conditions.
A material violation b� GRANTEE shall incltide, but shall not be limited to, the
following:
A. Violation of an� material provision of this FRANCHISE or any other Franchise
between GRANTOR and GRANTEE, or any material rule, order, regulation or
determination of GRANTOR or authorized agent made pursuant to this
FRANCHISE or other agreement;
B. Attempt to evade an� material provision of tlzis FRANCHISE or to practice any
fratrd or deceit L7pon GRANTOR or its Subscribers or customers;
C, Material i�iisrepresentation of fact in the application for or negotiation of this
FRANCHISE; or
D. If GRANTEE becomes insolvent, or the subject of a bankrtiptcy proceeding.
13.3 Remov�l.
A. In t11e event of termination, expiration or revocation of this FRANCHISE,
GRANTOR may order the removal of the above-ground Cable System facilities
and such LYnderground facilities as required by GRANTOR in ordar to achieve
reason�ble engineering or Street-use purposes, from the Franchise Area at
GRANTEE's sole expense. GRANTE� s11a11 have one (1) nine (9) month period
within which to sell, transler or convey its Cable System to a qualified purchaser,
or to reinove its plant, structures and equipment from GRANTOR's Streets and
otl�er public places as directed by GRANTOR, During this period which shall run
from the effective date of the final, non-appealable order or decision of COLTNTY
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" ti
councilor a court of competent jurisdiction imposing termination, GRANTEE
shall have the ability to operate the Cable System pursuant to the provisions of
this FRANCHISE. Tn removing its plant, structures and equipment, GRANTEE
shall refill, at its own expense, any excavation that is made by it and shall leave
all Streets, public places and private property in as good a condition as that
prevailing prior to GRANTEE's removal of its equipment.
B. If GRANTEE fails to complete any required removal pursuant to Subsection (A)
to the satisfaction of GRANTOR, GRANTOR rnay cause the work to be done and
GRANTEE slzall reimburse GRANTOR for the reasonable costs incurred within
thirty (30) days after raceipt of an itemized list of the costs or GRANTOR may
recover the costs through the security provided by GRANTEE.
13.4 Receivershxp �nd Foreclosure.
A. At the option of GRANTOR, subject to applicable law, this FRANCHISE may be
revolced one-hundred twenty (120) days after the appointment of a receiver or
trustee to talce over and conduct the business of GRANTEE whether in a
receivership, reorganization, bankruptcy or other action or proceeding unless:
The receivership or trusteeship is vacated within one-hunc�red twenty
(120) days of appointment; or
ii. The receiver(s) or trustee(s) have, within one hundred twenty (120) days
after their election or appointme�t, fully complied with all the terms and
provisions of this FRANCHISE, a�d have remedied all violations under
the FRANCHISE. Additionally, the receiver(s) or trustee(s) shall have
executed an agreement duly approved by the court having jurisdiction, by
vvhich the receiver(s) or trustee(s) assume and agree to be bound by each
and every term and provision of this FRANCHISE.
B, If thera is a foreclosure or other invohintary sale of the whole or any part of the
plant, property and equipment of GRANTEE, GRANTOR may serve notice of
revocation on GRANTEE and to the purchaser at the sale, and the rights and
privileges of GRANTEE under this FRANCHISE shall be revolced thirty (30)
days after service of such notice, unless: '
i. GRANTOR has approved �he transfer of the FRANCHISE, in accordance
with the procedures set forth in this FRANCHISE and as provided by law;
and
ii. The purch�ser has agreed with GRANTOR to assume and be bound by all
of the terms and conditions of this FRANCHISE.
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13.5 No Recourse Against GRA.NTOR.
Except where otherwise provided herein, GRANTEE shall not have any monetary
recourse �g�inst GRANTOR or its officials, boards, commissions, agents or employees
for any loss, costs, expenses or damages arising out of any provision or requirement of
this F'RANCIIISE or the enforcement thereof, in accordance with the provisions of
applicable federal, state and local law. The rights oF GRANTOR under this FRANCHISE
are in addition to, and shall not be read to limit, any immunities GRANTOR may enjoy
under federal or state law.
13.6 Nonenforcememt by GRANTOR.
GRANTEE is i�ot relieved of its obligation to comply with any of the provisions of this
FRANCHISE by re�son of any failttre of GRANTOR to enforce prompt compliance.
GRANTOR's forbearance or failure to enforce any provision of this �'RANCHISE shall
not serve as a basis to stop any subsequent en�orcement. The failure of GRANTOR on
one or more occasioi�s to exercise a right or to require compliance or performance under
this FRANCHISE or an� applicable law shall not be deemecl to constitute a waiver of
such right or a waiver of compliance or performance, unless such right has been
specific�lly waived in writing. Any waiver of a violation is not a waiver of any other
violation; whetlxer similar or different from that waived.
13.7 Relltionship of Rernedies.
The remedies provided for in this rRANCHISE are cumulative and not exclusive; the
exercise of one remedy shall not prevent the exercise of another or any rights of
GRANTOR at law or equity.
SECTION 14. ABANDONMENT
14.1 Effect of AbnncloY�ment.
If GRANTEE abandons its Cable System serving the Franchise Area during this
FRANCHISE terin, GRANTOR, at its option, may operate the Cable System or designate
another entity to operate ihe Cable System temporarily until GRA.NTEE restores service
under conditions acceptable to GRANTOR or until the FRANCHISE is revolced and a
new franchisee is selected by GRANTOR.
14.2 Wh�t Constiit�tes Ab�ndonment.
GRANTOR shall be entitled to exercise its options and obtain any required injunctive
relief if:
A. GRA.NTEE Iails to provide any Cable Service to 90% of its Subscribers in
accordance �vith this �RANCHISE for more than twenty (20) consecutive
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business days, unless GRANZ'OR or dcsignee �uthorizes a longer intcrruption of
service vvhich authariratian sha�l not be unreaso�ably wzthheld; or
B. Far �u�poses af t1�is FRANCI-�ISE, "abandons" shall rnear� GRANTEE's
iz�tei�tio��.�l surrender, dese�tion or relinquishnxent of its Cable System where
GRA.N�'E� fails to pravidc any Cable Service to 104% af its Subscribers for a
pe�iod of no less than nineiy (94) days.
SECTION 15. F:ftANCIIISE REI�EWAL ANl) TRANSFEI2
15.1 Rene�va�.
A. GRANT�R and GR�NTEE agree that any p�oceedin�;s undertaken by GRANTOR tl�at
relate to the rez�evval of GRANTEE's FRANCHISE sha11 be governed by and comply
with the provisions o�' Seclion 626 of the Cable Acts unless the pracedures and
substantive protectio�ls set forth thereirl slzall be deemed to be preempted and superseded
by t11e pravisioza.s of any si�bsec�uent pravision af federal law.
B. In addition to the �rocedl�res set forth in said Section 626{a) of the Cable Act,
GRANTC7R agrees to naiify GkANTEE in writiz�g t�vithizl9Q days c�E 11ze completion af
its assessments regazcting the identification of future cable-related commcl�aity nceds and
itltez•ests, as well �s the past perfarmance of GRANT�E under the then cur�ent
FRr1NCHIS� tezzn. Notwitlzstanding anything to the contra�y sei forth hereii�,
GRANTI�E ai�d GRANTC)R aglee that at any ti�ne during the ierm of the then current
FRANCHISE, �1�i1e af.fording the public adec�uate natice ar�d apportunity for comment,
GRt�NTOR and CrRANTFE may agree i� undertalce ancl finalize infortnal negotiations
regarding rel�ewal of the then current TR�NC��ISE ancl GRANTC?R may grant a renewal
thereaf. GRA.NT�E and GRt�NTUR eonsider the terms set forth iiz this Section to be
consiste�zt �zth the express provisio��s af Section 626 of the Cable �ct.
15.2 Transfer of O�v�ers�ip ar Coniral.
A. This FRANCHZS� shall noi be asszg�ed az transfez~s•ed, either in whale ar in part, either
b� izlvoluntary sale ar by volt�ntary sale, withot�t ihe prior writterl eansent of GRANTC}R,
which cal�ser�t slaall x�ot be �.�nreasonably withheld or delayed; I'ROVIDED: GRANTEE
may from �zzne to time transfex and assign tllis FIZANCHISE withotxt pric>r naiiee or
co�zsent to {i) zts lelider{s} far security pl�rpases, a�1d (ii} to its Af�liate(s}
B. GRt�NT1�,E shall promptly noiify GRANTOR a� any actual or proposed chan�;e in, or
iransfer of, ar acc�ti�isitia�l by �ny other party af contr�l of GR�NTEE. The ward
"controi" as �.�sed herein is nor liinitecl io znajarity stockholders but includes actual
worl�ing co�irol i�z �wl�atever manner exe�•cised, � rebuitable presumption that a iransfer
of control has occ�,lrred sha11 arise on ihe �cquisiiion or accumulatian by any Persan ar
�;rotlp af l'ersa�ls ofte�l percent { 1 Q°lo} o� the slaares or the general parinership interest in
GR�NT�.;E, exce�t ihat this sentence shall not apply ir� the case af �. transfer ta any
1'erson or gra�.�p a�ready ownirlg at least � ten perceni (10°l0} interest of the shares or the
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general partnership interest in GRANT�E. Every change, transfer or acquisition of
control of GRANT�E shall make this FRANCHISE subject to cancellation unless ai�d
until GRANTOR shall have consented thereto.
C. The parties to the sale or tiansfer shall malce a written request to GRANTOR for its
approval oF � sale or transfer and furnish all information required by law and
GRANTOR.
D. GRANTOR shall rendex a final written decision on the request within one-hundred
twenty (120) days of the request, provided it has received all information requested in
accordance witl� the CaUle Act and the FCC regulations promulgated thereunder. Subject
to the foregoing, if GRANTOR. fails to render a final decision on the request within one-
htitndred twenty (120) days, such request shall be deemed granted unless the requesting
party and GRANTOR agree in writing to an extension of time.
E, Within thirty (30) days of any transfer or sale, if approved or deemed granted by
GRANTOR, GRANTEE shall file with GRANTOR a written notice confirming such sale
or transfer of ownership or control, certified and sworn to as correct by GRANTEE and
the transferee.
F. In reviewing a request for sale or transfer, GRANTOR may inquire into the legal,
technical and financial qualifications of the prospective controlling p�rty or transferee,
and GRANTEE shall assist GRANTOR in so inquiring. GRANTOR may condition said
sale or transfer upon such terms and conditions as it deems reasonably appxopriate,
provided., however, any such terms and conditions so attached shall be directly and
solely related to the legal, technical, and financial qualifications of the prospective
co�ltrolling party or transferee and. to the resollrtion of outstanding and unresolved issues
of noncoinpliance with the terms and conditions of this FRANCHISE by GRANTEE as
permitted by the Cable Act and the FCC's regulations promulgated thereunder.
G, The consent. or approval of GRANTOR to any transfer by GRANTEE shall not constitute
a wliver or release of any rights of GRANTOR, and any transfer shall, by its terms, be
expressly subordinate to the terms and conditions of this FRANCHISE.
SECTION 16. SEVERAl3ILITY
If any Section, s�.ibsectiozl, paragraph, term or provision of this FRANCHISE is determined to be
illegal, invalid or �rncozlstit�.itional by any court of competent jurisdiction or by any state or
federal regulatory �trthority having jLuisdiction thereof, such determination shall have no effect
on the validity of any other Section, subsection, paragraph, term or provision of this
FRANCHISE, all oF which will remain in full force and effect for the term of the FRANCHISE,
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SECTION 17. MTSCELLANEOUS PROVISTONS
17.1 Preferential or Discriminator� Practices Prohibited.
GRANTEE shall not discriminate in hiring, employment or promotion on the basis of
race, color, color, etlmic ox national origin, religion, age, sex, sexual orientation, marital
status, or playsical or mental disability. Throughout the term of this FRANCHISE,
GRANTEE shall fiilly comply with all equal employment or nondiscrimination
provisioi�s azzd reqLrirements of federal, state and local law and, in particular, FCC rules
and regulatioi�.s relating thereto.
17.2 Notices.
Tluougho�tt the term of the FRANCHISE, GRANTEE shall maintain and file with
GRANTOR � designated legal or local address for the service of notices by mail. A copy
of all noiices from GRANTOR to GRANTEE shall ba sent, postage prepaid, to sueh
address and s�.tch zzotices sl�all be effective upon tllree (3) days after the date of mailing,
At the effectzve date o� this FRA.NCHISE, such addresses shall be:
Northland Cable Television, Ine.
101 Stewart Street, Suite 700
Seattle, Wasl�ington 98101
Attention: Legal Department
Witl� � copy to:
North.land Cable Television, Inc.
254 N. Fig Street
Moses Lake, Washington 98837
Attention: Genex�al Manager
All notices to be sent by GRANTEE to GRANTOR under this FRANCHISE shall be
sent, postage prepaid, and such notices shall be effective upon three (3) days after the
date of mailzng. At the effective date of this FRANCHISE, such address shall be:
Board of Coui�ty Commissioners
POBox37
Ephrata WA 98823-0037
17.3 Binding Effect.
This FRANCHISE shall be binding upon the parties hereto, their permitted successors
azzd assigz�s.
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17.4 Autliority to An�encl.
This FRANC�IISE znay be amended at any tiine by written agreement between the
parties.
17.5 Governing L�w.
This FRANCHISE shall be governed in all respects by the laws of the State of
Wasliingtoi�.
17.6 Gu�rantee.
The performance of GRANTEE shall be guaranteed in all respects by GRANTEE until
this FRANCHISE expires, is terininated as p.rovided herein or is assigned.
17.7 Captions.
The captioi�.s and l�eadizlgs of this FRANCHISE are foi� convenience and reference
purposes only and shall not affect in any way the meaning or interpretation of any
provisions of this FRANCHISE.
1.7.8 Constiruction of FRANCHISE.
The provisions of this FRANCHISE shall be liberally construed to promote the public
interest.
17.9 Entire FRAIV�CTIIS�.
This FRANCHIS� contains all of the agreements of the parties with respect to any matter
covered or mentioned in this FRANCHISE and no prior or contemporaneous agreements
or t�nderstanclings �ertaining to any such matters shall be effective for any purpose. No
provision of t11is FRANCHISE may be amended or added to except by agreement in
writing signed by both of the parties.
17.10 Foarce Ma,�errre.
The performance of either party under this FRANCHISE is excused for such period of
time as its perForinance is rendered impossible by acts of nature, war, terrorist attacks, or
labor disputes.
17.11 Tirne is of the Essence.
Time is of tlae essence of this FRANCHISE and each and all of its provisions in which
performance is a factor.
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Civil 8\Departments\Conm�issioners�2013Worthland Cable Francliise\Franchise 2-19-13
N�W TI-IE��E�ORLS,, I3E IT �-IEREBY RCS(�LVFD T�IAT 'THE GRANT CQUN'I'Y
COIvIMISSIONFRS adapt tl�is ordiilance on FebrL�azy 19, 2Q13.
PASSED tl�is � �
� � � day of �-t'��-��, 2013.
BQARD OF COUN1"Y COMMISSIONERS
CrRANT COUNTY, WASI�INGTON
� �m
j
Cindy Carter,� hair
� ��� �
C�rolai3n Swartz, Member
,, - �=-Y-�._
Ricllard Stevens, Member
ATTEST:
J13;
By ��...
Daltan Lee P._�r��
Deputy Proseci7ting �1.ttarney
Date: � � �� ��a�
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Civi181Departments�Commissios�ers\2013�3�Iortliland Cab1e FrinchiselI'ranchise 2-19-13
ACCEPTED:
NORTHLAND CABLE TELEVISION, INC,
:
Name: Richard I, Clarlc
Title: Executive Vice President
State of Washington
County of King
I hereby certify that I lcnow or have satisf�ctory evidence that Richard I. Clark signed this
instrument in his capacity as the Executive Vice President of Northland Cable Television, Inc.
and acicnowledged it to be their free and volltntary act for the uses and purposes mentioned in the
instrument.
DATED:
Notary Public �or
My Commission expires;
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