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Resolution 13-015-CC1314985 04/08/2013 01;51 PM FRANC page 1 af 38 R 0 Grant Co, WA BQARp OF COMMISSION�RS I III III II �IIIII IIII I IIII IIIN IIII I II I III II IIII III II I II I IMIII N III IIIII I II I II IIN Return to: Barbara J. Vasquez Administrative Assistant Clerlc of the Board Board of County Commissioners Document Titles: Grant County Ordinance/Resolution No. 13-015-CC Granting a Franchise for Northland Cable Television Inc. Reference Number Ordinance / Resolution No. 13-015-CC (Reference Number only required on Satisfaction of Mortgages and/or Deed of Trusts; Release of Liens and Assignment of Mortgages and/or Deed of Trusts.) Grantor(s): 1. Grant County 2. 3. 4. 5. Additional grantors on page Grantee(s): 1. Northland Cable Television Inc. 2. 3. 4. 5. Additional grantees on page _ Legal description (lot, block and plat name or section, township & range): Municipal Corporation of Grant County Assessor's p�operty parcel number: 1. 2. 3. Additional parcel numbers on page The Auditor's Office will rely on the information provided on this form. The staff will not read the document to verify the accuracy or completeness of the indexing information provided hereon. GRANT COUNTY BOARD OF COMMISSIONERS Grant County, Washington ORDINANCE NO. 13 - �'3��- CC RESOLUTION NO. 13- v�5 -CC AN ORDINANCE GRANTING A FRANCHISE TO REPLACE AN EXISTING FRANCHISE FOR NORTHLAND CABLE TELEVISION, INC., TO CONTINUE TO OPERATE AND MAINTAIN A CABLE SYSTEM IN THE COUNTY OF GRANT AND, SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF FRANCHISE. The Board of County Cornrnissioners of Grant County, Washington, acting for and on behalf of Grant County, Washington, ordain as follows: Findings. Northland Cable Television, Inc. DBA Northland Communications ("NORTHLAND" or "GRANTEE") is the grantee of a franchise (the "2002 Franchise") for the operation of a cable system within the rights of way of Grant County ("COUNTY" or "GRANTOR"). The 2002 Franchise was adopted by the Commissioners pursuant to Ordinance Number 02-100-CC, effective June 25, 2002, and continued in force until its expiration on June 25, 2012. On or about December 2, 2009, GRANTEE sent to COUNTY a valid and proper "626" notice in compliance with applicable law. Effective June 26, 2012, the Commissioners adopted Resolution No. 12- 042-CC extending the term of the 2002 Franchise for six (6) months, through December 25, 2012 (the "Extension"). GRANTEE and GRANTOR entered into a second extension for a period of approximately one month, to wit: December 25, 2012 through January 24, 2013 (the "Second Extension"). Thereafter, GRANTEE and GRANTOR entered into a third extension, to wit: January 25, 2013 through April 1, 2013. (the "Third Extension"). GRANTEE and the COUNTY now desire to amend the 2002 Franchise to extend the term for an additional ten (10) years effective as of the expiration of the Third Extension. Negotiations between NORTHLAND and Board of County Commissioners of Grant County, Washington, acting for and on behalf of COLTNTY have been completed and the franchise process was followed in accordance with the guidelines established by applicable law. As a condition o� receiving this FRANCHISE, GRANTEE has agreed to abide by COUNTY's current and future lawful policies, ordinances and regulations regarding infrastructure usage, street-cuts and rights- of-way. ' Adoption. This ordinance shall be known as the Northland Cable Television, Inc. 2013 Franchise ("FRANCHISE") and shall provide as follows. 1314985 04/08/2013 01:51 PM FI�ANC Page 2 nf 38 R 0 Grant Co, WA BOAF'D Q� COMMISSIONERS � ������� ��� ������ ���� ������ ���� ���� ������� ������ ���� ���� ��� ������ ������ ��� �� �� �� ����� �N� Page 1 of 37 TABLE OF CONTENTS SECTIO►1d11. DEFINITIt)NS SECTICIN 2. GRANT OI' FRANCHISE 2.1 2,2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 Grant Use of Public Streeis and Ways Duration Effective Date FRANCHISE Nonexclusive Grant of Other Franchises Policc Pawers Relations ta �ther Provisions of Law Effect of Accept�nce SECTION 3. FRANCIiISE FFE AND FINANCIAL C01�1TRCILS 3.1 3.2 3.3 3.4 3.5 3�6 3.7 3.8 3.9 3.10 FRANCHISE Fee Payments Acce�tance of Payment and Recompuiation Monthly FRANCHISE Fee Reports Audits Interest on Late Payments Alterxlative Remedies Additional Commitinents No� FRANCHISE Fees Casts of Publication Payment on Termination SECTION 4. ADMINISTRATION AND RFGULATION 4.1 4.2 4.3 4.4 4.5 4.6 Authority Rates and Charges Rate Discrimination Filing of Rates and Charges Tirne Lirnits Strictly Construed Performance Evaluatian Sessians SECTION 5. FIl�1ANGIAL AND Il�iSURANCE REQUIREMENTS 5.1 Insurance Requi�•ements 5.2 indemni�'ication 1314985 04/�8/2013 �1:5� PM FitANC gpqRp�OFfCQMMI55IdNERS Grant Go, wa Page 2 of 37 < «�i�i� i�� ��«�� ���i ���«� «ii� �a�� �����i� ������ ���< «Ni ���1� ���« i��i��� �ri ��iM l�i�i ii�� ���i 5.3 Workm�n's Carnpensation Waiver 5.4 Performance Bo�ad SEiCTICl►N 6. CUSTOMER SERVICE 6,1 Customer Service Standards 6.2 Subseriber Privacy b.3 LacalOffice 6.4 Emergency B��oadcast SECTICil�i 7. R�PQRTS ANLI RECORDS 7.1 Open Records 7,2 Canfidentiality 7.3 Camplaint File and Reports 7,5 Inspeciion of Facilities 7.6 False St�t�rnents �ECTICIN 8. PROC=RAMMING Broad Frogramming Categories Parental Control Device Leased Access Chax�nels Cantinuity of Service Communiiy Piogramrning Neads Service for Disabled SECTICiN 9. GENFRAL STREET USE AND C(3NSTI�UCTION 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 9.9 9.10 9.11 9.12 9.13 Constructian Location of Facilities Relocation Restoration of Streets Maintenance and Workmanship Reservation of Grantor Street Rights Use af Conduits by Grantor Street Vacatian Discontinuing Use of Facilities Hazardaus Substances Undergrounding of Cable Codes Stanclards SECTION 10. TEST AND COMPLIANCE PROCEDURE 1314�85 0410812013 01:5�, P�1 Fl�RN� Pa e 4 af 38 R 0 Grant Ca, WA �o�RD OF CQMt�I5SI0NER3 Page 3 af 37 IIGIII�iii1111i1 III Illli� ilill IIII f 111 I 1111 Illi I II 111i1 I II IIIIII Ifl II I I�III 1111 Illf SECTION 11. SERVICE EXTENSION, CONSTRUCTION AND INTERCONNECTION 11.1 Equivalent Service 11.2 Service Availability 11.3 Connection of Public Facilities SECTION 12. STANDBY POWER SECTION 13. FRANCHISE VIOLATIONS; R�VOCATION OF FRANCHIS� 13.1 13.2 13.3 13.4 13.5 13.6 13.7 Procedure for Remedying FRANCHISE Violations Revocation Removal Receivership and Foreclosure No Recourse Against Grantor Non-enforcement by Grantor Relationship of Remedies SECTION 14. ABANDONMENT 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 SECTION 17. MISCELLANEOUS PROVISIONS 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 Effect Authority to Amend Governing Law Guarantee Captions Construction of FRANCHISE Entire FRANCHISE Time is of the Essence Force 1Vlajeure SECTION 1. DEFINITIONS 1314985 Q14/08/2013 01:51 PM FF2ANC ] page 5 of �$ R 0 Grani Ca, WA , sOARb QF COMMi5SI0NER5 � I IIIIIII III IIIIII IIII IIIIII IIIII IIII IIIIIII IIIIMI IIN IIII II�IN IIIII IIIIIII II IIII II II IIII IIII . Page 4 of 37 For the purposes of this FRANCHISE and all exhibits attached hereto, the following terms, phrases, words and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Words not defined shall be given their common and ordinary meaning. The word "shall" is always mandatory and not merely directory. 1.1 "Affiliate" when used in connection with GRANTEE means any corporation, person or entity that owns or controls, is owned or controlled by, or is under common ownership or control with, GRANTEE. 1.2 `Basic Service" means any service tier, which includes the retransmission of local television broadcast signals, or as such service tier may be further defined by federal law. 1.3 "Cable Act" means the Cable Communications Policy Act of 1984 and the Cable Television Consumer Protection and Competition Act of 1992 and any amendments thereto, including those contained in the Telecommunications Act of 1996, and any future federal cable television legislation. 1.4 "Cable Operator" means any Person or groups of Persons, including GRANTEE, who provide Cable Service over a Cable System and directly or through one or more Affiliates own a signi�icant interest in such Cable System or who otherwise control or are responsible for, through any arrangement, the management and operation of such a Cable System. 1.5 "Cable Service" means the one-way transmission of video programming or other programming service to Subscribers, and Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service, and as otherwise defined or permitted by the FCC from time to time. 1.6 "Cable Svstem" means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide Cable Service which is provided to multiple Subscribers within a community, but such term does not include (1) a facility that serves only to retransrnit the television signals of one or more television broadcast stations; (2) a facility that serves Subscribers without using any public right-of-way; (3) a facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the Cab1e Act (47 V.S.C. 201 et seq.), except that such facility shall be considered a Cable System to the extent such facility is used in the transmission of Cable Service directly to Subscribers; (4) an open video system that complies with federal statutes; or (5) any facilities of any electric utility used solely for operating its electric utility systems. 1.7 "Channel" means a portion of the electromagnetic spectrurn which is used in a Cab1e System and is capable of delivering a television channel, as television channel is defined by the FCC in other applicable regulations. 131A98a 04/08/207,3 01:51 PM F�2AN� p�ge 6 af �8 �2 0 Grant Ca, WA Page 5 of 37 BQAi2D pF COMMISSIONERS I II I I II IIINII NIII IIIII! I I III I I I INIII III III IIII IIII IIMII I III II II IIII IIII III ,` 1.$ "Downstream" means the transmissian fram the Headend to renlate poizlts an the Cable System or to Intercanneetion paints an tlle Cable System. 19 "I'CC" means the Federal Communications Commissian or any successar agency thereto. 1.10 "FRANCHISE" means this nan-exclusive and revocable authorization ar renewal thereof for the construction, operation, upgrade, rebuild ar maintenance af a Cable System within the Fxanchise Area such as is gr��nted by this C}rdinanee, whether such authorization is designated as a franchise, license, resolution, con�ract, cet�tificate, a��eement or otherwzse. This FRANCHISE is an agreement between the County of Grant and NC3RTHLAND. 1.11 "Franchise Area" n�eans the area within the jurisdictional boundaries of COITNTY of Grant, "VVashington, including any areas annexed by GRANTOR during the terna of this FRANCHISE. 1.12 "Gross Revenues" means all amounts accrued by GRANTEE in whatever fa.rm and from all sources, from tha operation of GRANTEE's Cable System to provide Cable Service within the Franchise Area. `°Gross Revenues°' shall include, without limitatian, all amounts for all Cable Services, including, but not limited to, Basic, expanded basic, premium, and pay-per-view services, and installation fces and charges. "Grass Revenues" shall also include any revenuc received by any Affiliate of GRANTEE where such revenue in the ordinary course of business has been paid to CxRANTEE from the operation of its Cable System to provide Cable Service within the Franchise Area. "Gross Revenues°' shali nat include Subscriber leased or purchased equipment rclated to Cable Service reception, advertising sales, customer bad debt, sales taxes, or other taxes, which �e callected by GRANTEE on behalf of and for payment to, the local, state or federal government. 1.13 "Headend" means a facility for signal reception and disseminatian on a Cable Systein, inchidirig cables, ante��nas, wires, satellite dishes, manitors, switches, mociulators, pr•ocessors at�d all other related equipment atld faciliiies. 1.14 "Interconnect" means the p�°ovision by GRANTEE of techl�ical, engineerin�, physical, and all other necessary components to m�intair� a physical Iinlcing of GRANTEE's Cable System and Cable Service or any designated Channel or signal pathway thercof with neighborirlg Cable Systems, so that Cab1e Service of technically adequate quality may be sent to, and received from, other systems in accordance wit;h this FRANGHISE. 1.15 "Person" means any individual, natural person, sole praprietorship, partne��ship, associatioll, or corporation, or any other form of entity or organization. 1.16 "School" means any accrcdited educational institution, public or private, including, but not limited to, primary and seconda7y Schools, and colleges and universities. �.31498a 041081201� 01:51 PM FI�AN� Page 7 nf �8 R 0 Grant Co, WA �t�ARp 0�' Cbh1M�S�IONERS I IIIIIIN Ill Illiil iill IIIIII IIIII Illi IIIIII� I�IIII I�II i[II IIIII IIII( (I�IIII III I�III III11 Nil( IIII Page 6 af 37 1.17 "Street" means each of the following which have been dedicated to the public or are hereafter dedicated to the public and maintained under public authority or by others and located within the Franchise Area: Streets, roadways, highways, avenues, lanes, alleys, sidewalks, easements (dedicated for compatible uses), rights-of-way and similar public property and areas. 1.18 "Subscriber" means any Person who alects to subscribe to, for any purpose, Cable Service provided by GRANTEE by means of, or in connection with, the Cable System, and whose premises are physically wired and lawfully activated to receive Cable Service from GRANTEE's Cable System serving the Franchise Area. (A)"Commercial Subscriber" which means any Subscriber other than Residential Subscriber. (B) "Residentiial Subscriber" which means any Person who receives Cable Service delivered to single or multiple dwelling units, excluding such multiple dwelling units billed on a bulk-billing basis. 1.19 "Upstream'9 means the carrying of a transmission to the Headend from remote points on the Cable System or from Interconnection points on the Cable System. 1.20 "GRANTEE" means Northland Cable Television, Inc. DBA Northland Communications, or its lawful successors and assigns. SECTION 2. GRANT OF FRANCHISE 2.1 Grant. A. GRANTOR hereby grants to GRANTEE a nonexclusive and revocable authorization to make reasonable and lawful use of the Streets within the Franchise Area to construct, operate, maintain, reconstruct, replace, upgrade and repair a Cable System for the purpose of providing Cable Services subject to the terms and conditions set forth in this FRANCHISE. B. This FRANCHISE is intended to convey limited rights and interests only as to those Streets in which GRANTOR may lawfully convey such rights and interests. It is not a warranty of title or interest in any right-of-way; it does not provide GRANTEE any interest in any particular location within the right-of- way; and it does not confer rights other than as expressly provided in the grant hereof. This FRANCHISE does not deprive GRANTOR of any powers, rights or privileges it now has, or may later acquire in the future, to use, perform work on or to regulate the use of and to control GRANTOR's Streets covered by this FRANCHISE, including without limitation the right to perform work on its roadways, right-of- way or appurtenant drainage facilities, including constructing, altering, paving, widening, grading, or excavating thereof. C. This FRANCHISE is subject to the general lawful police power of GRANTOR affecting matters of municipal concern and not merely existing contractual rights 1314985 04/08/2013 01:51 PM FFtANC Page& of �8 R 0 Gr�n4, Co, Wp BOARD OF COMMESSSONER5 � �I��I�I ��� I���I� ���� I���N� ���I� ���� ��I���I ��N��� �I�� ���� ��N I I���� �N���� N �M��� �N��� � �� �N�� / Page 7 of 37 of GRANTEE. Nothing in this FRANCHISE shall be deemed 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 FRANCHISE shall not be interpreted to prevent GRANTOR from imposing additional conditions, including additional compensation conditions for use of the rights-of-way should GRANTEE provide service other than Cable Service. However, 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 exercising the privileges granted by this FRANCHISE, GRANTEE will comply with the terms and conditions of this FRANCHISE. 2.2 Use of Public Streets and Ways. 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, conduits, vaults, amplifiers, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of a Cable System for the provision of Cable Service within the Franchise Area. GRANTEE shall comply with all applicable construction codes, laws, ordinances, regulations and procedures, must obtain any and all necessary permits from the Public Works Department prior to commencing any construction activities. GRANTEE, through this FRANCHISE, is granted extensive and valuable rights to operate its Cable System for profit using the streets within the Franchise Area in compliance with all applicable GRANTOR construction codes and procedures. As trustee for the public, GRANTOR is entitled to fair compensation to be paid for these valuable rights throughout the term of this FRANCHISE. 2.3 Duration. The term of this FRANCHISE and all rights, privileges, obligations and restrictions pertaining thereto shall be from the Effective Date through December 31, 2022. 2.4 Effective Date. The effective date of this FRANCHISE shall be Apri12, 2013, unless GRANTEE fails to file an unconditional written acceptance of this FRANCHISE and post the security required by Section 5.4 hereo� by April 15, 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 terminated. 2.5 FRANCHISE Nonexclusive. 1�149$5 04/08/2013 01:51 PM FRANC page 9 of 38 R 0 Gran�. Co, WA BOARD 0�' CQh1MISSIdNERS � ����I�� ��� ������ ��� ������ ����� ���� ���� �I ������ ��� ��I� ����� �� �� ����� � �N� ����� ���� � � ���� Page 8 of 37 This FRANCHISE shall be nonexclusive, and is subject to all prior rights, interests, agreements, permits, easements or licenses granted by GRANTOR to any Person to use any Street, right-of-way, easement, or property for any purpose whatsoever, including the right of GRANTOR to use same for any purpose it deems fit in connection with its exercise of lawful police power. GRANTOR may at any time grant authorization to use the public rights-of-way for any purpose not incompatible with GRANTEE's authority under this FRANCHISE and for such additional Franchises for Cable Systems, as GRANTOR deems appropriate, upon such terms and conditions as GRANTOR deems appropriate. 2.6 Grant of Other Franchises. In the event GRANTOR enters into a FRANCHISE, permit, license, authorization, or other agreement of any kind with any other Person or entity other than GRANTEE to enter into GRANTOR's Streets for the purpose of constructing or operating a Cab1e System or providing Cable Service to any part of the Franchise Area or is required to extend Cable Service to under the provisions of Section 11.2 of this FRANCHISE, the material provisions thereof shall be reasonably comparable to those contained herein, in order that one operator not be granted an unfair competitive advantage over another, and to provide all parties equal protection under the law. 2.7 Police Powers. GRANTEE's rights hereunder are subject to the lawful police powers of GRANTOR to adopt and enforce ordinances necessary to the safety, health, and welfare of tha public, and GRANTEE agrees to comply wiih all applicable laws and ordinances enacted, or hereafter enacted, by GRANTOR or any other legally-constituted governmental unit having lawful jurisdiction over tihe subject matter hereof. Notwithstanding the �oregoing, GRANTOR agrees it will not impose any regulation pursuant to the Cable Act not contained herein during the term of this FRANCHISE. Provided however, in the event of conflicts between provisions of this FRANCHISE and other ordinances of GRANTOR, the terms of this FRANCHISE shall prevail except as to health and safety issues. 2.8 Relations to Other Provisions of Law. This FRANCHISE and all rights and privileges granted under the FRANCHISE are subject to, and GRANTEE must exercise all rights in accordance with, applicable law, as amended over the FRANCHISE term. However, this FRANCHISE is a contract, subject only to GRANTOR's exercise of its police and other powers and all applicable laws. This FRANCHISE does not confer rights or immunities upon GRANTEE other than as expressly provided herein. GRANTEE does not waive its right to challenge the lawfulness of a particular enactment, including on the grounds that a particular action is an unconstitutional impairment of contractual rights. The FRANCHISE issued and the FRANCHISE fee paid hereunder are in lieu of any other required permit, authorization, fee, charge or tax, unless expressly stated herein. 1314985 04/08/ZtD13 01:51 PM FR�1NC Page 10 of 38 F: 0 Grant Ca, WA BOARp OF CpMMISSION�RS IIII� IIINI N IIIIIIIII IIIII�INIIIII I IIIII I�IINI INIIII I� Page 9 of 37 2.9 Effect of Acceptance. By accepting this FRANCHISE, GRANTEE: A. Acknowledges 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. SECTION 3. FRANCHISE FEE AND FINANCIAL CONTROLS 3.1 FRANCHISE Fee. As compensation 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 amount equal to five percent (5%) of GRANTEE's Gross Revenues. Accrual of such FRANCHISE fees sha11 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 be required to pay under any federal or, state law and are in lieu of a11 other fees, assessments, taxes or payments of general applicability that GRANTEE may be required to pay under any County or other local law. 3.2 Payments. GRANTEE's FRANCHISE fee payments to GRANTOR shall be computed monthly. Each inonthly payment shall -be due and payable no later than thirty (30) days after the last day of the preceding month. 3.3 Acceptance of Payment and 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 payable or for the performance of any other obligation of GRANTEE. 3.4 Monthly FRANCHISE Fee Reports. Each payment shall be accompanied by a written report to GRANTOR, con�aining an accurate statement in summarized form, as well as in detail, of GRANTEE's Gross Revenues and the computation of the payment amount. 131498�a 04/08/�013 01:51 PM F�ANC Page 11 cf 38 R 0 Grent Ca, WA BOAFtp Q� COMMISSIONER5 I IIIIIII III IIIIII IIIII IIII IIIIII IIIII IIII IINIIII III II IIII IIII I III NIII IIIIIII III IIIII IIII IIII II i'I Page 10 of 37 3.5 Audits. On an annual basis, upon thirty (30) days' prior written notice, at GRANTOR's sole cost and expense (except as expressly provided below), GRANTOR shall have the right to conduct an independent audit during normal business hours of GRANTEE's records reasonably related to the administration or enforcement of this FRANCHISE, in accordance with generally accepted accounting principles. COLTNTY may hire an independent certified public accountant to audit GRANTEE's financial records, in which case GRANTEE shall provide copies of all necessary records to the certified public accountant. If the audit shows that FRANCHISE fees have been underpaid by five percent (5%) or more, GRANTEE shall pay the reasonable fees of the independent certified public accountant within thirty (30) days from receipt of the audit results. If such audit reflects an overpayment, GRANTOR shall refund such overpayment to GRANTEE within thirty (30) days of the audit results. Any such audit shall take place within thirty- six (36) months following the respectiive calendar year and for records thereof in question. 3.6 Interest on Late Payments. In the event that a FRANCHISE fee payment or other sum is not received by GRANTOR on or before the due date, or is underpaid, GRANTEE shall pay in addition to the payment, or sum due, interest from the due date at a rate equal to the interest rate specified for judgments entered in the Superior Courts of the State of Washington. 3.7 Alternative Remedies. If any Section, subsection, paragraph, term or provision of this FRANCHISE or any ordinance, law, or document incorporated herein by reference is held by a court of competent jurisdiction to be invalid, unconstitutional or unenforceable, such holding shall be confined in its operation to the Section, subsection, paragraph, term or provision directly involved in the controversy in which such holding shall have been rendered and shall not in any way affect the validity of any other Section, subsection, paragraph, term or provision hereof. 3.8 Additional Commitments Not FRANCHISE Fees. No term or condition in this FRANCHISE shall in any way modify or affect GRANTEE's obligation to pay FRANCHISE fees to GRANTOR. Although the total sum of FRANCHISE fee payments and additional commitments set forth elsewhere in this FRANCHISE (e.g. business license fee) may total more than five percent (5°/0) of GRANTEE's Gross Revenues in any 12-month period, GRANTEE agrees that the additional 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. 1314985 04/08/2013 01.51 PM FRqNC page 12 nf 38 R 0 Grant Cn, WA BORfiD OF COMMISSIONER5 I Iilllll III IIIIII IIIIN IIII IIIIII IIIII IIII IIII II III II IIII IIII IIIII IIIII III III III IIIII IIIII IIII IIII Page 11 of 37 3.9 Costs of Publication. GRANTEE sha11 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. 3.10 Payment on Termination. If this FRANCHISE terminates for any reason, GRANTEE shall file with COUNTY within ninety (90) calendar days of the date of the termination, a financial statement, certified 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. COUNTY reserves the right to satisfy any remaining financial obligations of GRANTEE to COiTNTY by utilizing the funds available pursuant to security provided by GRANTEE in accordance with Section 5. SECTION 4. ADMINISTRATION AND REGULATION 4.1 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 delegate that power and right, or any part thereof, to the extent permitted under state and local law, to any agent, in its sole discretion. 4.2 Rates and Charges. All of GRANTEE's rates and charges related to or regarding Cable Service shall be subject to regulation by GRANTOR to the full extent authorized by applicable federal, state and local laws. 4.3 Rate Discrfmination. 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, under similar circumstances and conditions. GRANTEE shall apply its rates in accordance with governing law, with similar rates and charges for all Subscribers receiving similar Cable Service, without regard to race, color, familial, ethnic or national origin, religion, age, sex, sexual orientation, marital, military or economic status, or physical or mental disability, or geographic location in the Franchise Area. GRANTEE shall provide equivalent Cable Service to all Residential Subscribers at similar rates and to Commercial Subscribers as authorized by applicable laws. Nothing herein shall be construed to prohibit: 1314985 04/08/2013 01:51 PM FRAN� Page 13 nf 3$ R 0 Grant Ca, WA BqARD OF COMMTSSIONEF25 I IIIIII IIIIIIIIIII IIIIIINI II II Iil IIIIII Iw II IIIIIII IIIIII IIII IIN IIIII�II Page 12 of 37 A. The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns and discounted rates in exchange for term commitments and service bundles: B. The 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 1aw 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 Filing of Rates and Charges. 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 under this FRANCHISE. Nothing in this subsection shall be construed to require GRANTEE to file rates and charges under temporary reductions or waivers of rates and charges in conjunction with promotional campaigns [Note: all rates and promotions are available on company website at any time]. B. GRANTEE sha11 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 Limits Strictly Construed. Whenever this FRANCHISE sets forth a time for any act to be performed by GRANTEE, such time shall be deemed to be of the essence, and any failure of GRANTEE to perform within the allotted time may be considered a material violation of this FRANCHISE and sufficient grounds for GRANTOR to invoke any relevant provision of this FRANCHISE, subject to the notice and cure provisions of Section 13. However, in the event that GRANTEE is prevented or delayed in the performance of any of its obligations under this FRANCHISE by reason beyond the reasonable control of GRANTEE, such as acts of God (for example, 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 to GRANTOR. GRANTEE shall not be excused by mere economic hardship nor by misfeasance or malfeasance of its directors, officers or employees. 1314985 04/08/2�A13 01;51 PM �RANC Page 14 of 38 R 0 Gr�n4, Co, WA BOARb OF CCIMMISSIONER5 II III I II II I III IIIIII II IIII III I III I II II I I � IIII I III I IN I I II I II Page 13 of 37 4.6 Performance Evaluation Sessions. A. COLTNTY may hold upon no less than ninety (90) days written notice to GRANTEE and no more frequently than once per calendar year regular performance 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 COiJNTY and GRANTEE jointly. B. Special evaluation sessions may be held at any time by COLTNTY during the term of this FRANCHISE upon the same notice as specified in Subsection (A). C. All regular 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 the performance evaluation session, GRANTEE shall submit to COUNTY a plant survey report, or map, reasonably acceptable to COLTNTY which includes a description of the portions of the Franchise Area that are cabled and have all Cable Services available if so requested by COUNTY. Such report shall also include the number of miles and location of overhead and underground cable plant. If 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 qualified independent engineer to evaluate and verify the technical performance of the Cable System; provided, GRANTOR promptly provides GRANTEE with a copy of such report, at GRANTEE's cost, and that GRANTEE has a representative present during any such evaluation and veri�ication. F. During evaluations under this Section, GRANTEE shall cooperate with COUNTY and shall provide such information and documents that have been filed with the FCC within the most recent three (3) year period. SECTION 5. FINANCIAL AND INSURANCE REQUIREMENTS 5.1 Insurance Requirements. A. General Requirement. GRANTEE must have adequate insurance during 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 with this FRANCHTSE or involve GRANTEE, its agents, representatives, contractors, subcontractors and their employees. 1314985 04/08/7013 m1:51 PM F'RANC page 15 af 38 R 0 Grant Co, WA RqAFtD OF GdMMISSItlNERS I IIIIIIN III IIIIII IIIII IIII IINIII IIINI IIII III II� III�I IIII III IIII� II I IIIININ II II I II I IIII III Page 14 of 37 B. Initial Tnsurance Limits. GRANTEE must keep insurance in effect in accordance with the minimum insurance limits herein set forth by GRANTOR from time to time. GRANTEE shall obtain policies for the following initial minimum insurance limits: i. Commercial General Liability: Two-million dollars ($2,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage, and for those policies with aggregate limits, a two- and-one-half million dollars ($2,500,000) aggregate limit; ii. Automobile Liability: Two-million dollars ($2,000,000) combined single limit per accident for bodily injury and property damage; and iii. Employer's Liability: Two-million dollars ($2,000,000). 5.2 Indemnification. A. Sco�e of IndemnitX. GRANTEE shall, at its sole cost and expense, indemnify, hold harmless, and defend GRANTOR and its officers, boards, comrnissions, agents, and employees against any and all claims, including, but not limited to, thud party claims, suits, causes of action, proceedings, and judgments for damages or equitable relief (the "Claims") solely to the extent the Claims arise out of GRANTEE's or GRANTEE's agent's negligent acts or negligent omissions; provided, however, GRANTEE will not be obligated to indemnify GRANTOR or its officers, commissions, agents, or employees should GRANTOR intiervene in any proceeding regarding the grant of this FRANCHISE. This indemnity provision shall include damages and liabilities, if and to the extent such damages and liabilities are a result of GRANTEE's or GRANTEE's agent's negligent acts or negligent omissions. B. Duty to Give Notice arid Tender Defense. GRANTOR shall give GRANTEE written notice within five (5) days of receiving any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. Failure of GRANTOR to provide such notice shall result in waiver of GRANTEE's indemnification obligations with respect to such action; suit on- other proceeding otherwise covered by the indemnity in this Section. In the event any such claim arises, GRANTOR or any other indemnified party, as defined by this FRANCHISE, shall tender the defense thereof to GRANTEE and GRANTEE shall have the obligation and duty to defend, settle or compromise any claims arising thereunder, and GRANTOR shall cooperate fully therein. GRANTEE shall accept or decline the tender within ten (10) days of its receipt of the written notice described above. In the event that GRANTEE declines defense of the claim in violation of this Section 5.2, GRANTOR may defend such claim and seek recovery from GRANTEE its reasonable expenses �or attorneys' feas and other expenses, including expert witness fees, incurred b� GRANTOR for defense and in seeking such recovery. 1314��5 �4/08l2013 Q11:�1 PM F'RANC Page 16 af 38 FE 0 Grant Cn, WA BqARD QF COMMISSIONERS Page 1� of 37 IIM I � I NIIIII IIN I III NIIINI III I I II N III� III II IIIN I I IIII � III II II I I I I IINI 5.3 Worker's Compensation Waiver. The provisions of Section 5.2 shall apply to claims by GRANTEE's own employees and the employees of GRANTEE's agents, representatives, contractors, and subcontractors to which GRANTEE might otherwise be immune under Title 51 RCW. This waiver of immunity under Title 51 RCW has been mutually negotiated by the parties hereto, and GRANTEE acknowledges that COUNTY would not enter into this FRANCHISE without GRANTEE's waiver thereof. 5.4 Performance Bond. Upon or before the effective date of this FRANCHISE, GRANTEE shall obtain and maintain during the entire term of this FRANCHISE, including any extensions or renewals thereof, at its own cost and expense, a performance bond that shall be filed with GRANTOR in the amount o� Five Thousand dollars ($5,000.00) as guarantee for the faithful performance by it of all the provisions of this FRANCHISE. SECTION 6. CUSTOMER SERVICE 6.1 Customer Service Standards. GRANTEE shall reasonably meet or exceed any customer service standards adopted by the FCC so long as they are commercially reasonable. 6.2 Subscriber Privacy. GRANTEE will comply with privacy rights of Subscribers in accordance with federal and state law. 6.3 LocalOffice. Throughout the FRANCHISE term, GRANTEE must maintain, at a minimum, one (1) customer service center located in Grant County, which will be open during normal business hours to provide Subscribers the opportunity for the receipt and pickup of Subscriber equipment and for bill payments and cornplaints. GRANTEE shall maintain telephones and other equipment so that customer complaints and service requests can be received by GRANTEE on a twenty-�our (24) hour basis at a toll-free telephone number. 6.4 Emergenc� Broadcast. GRANTEE shall cooperate to the extent required by FCC rule or the Cable Act with Grant County Emergency Services (GCES) or its successor agency to accommodate Emergency Alert System information or other information the GCES deems appropriate to be broadcast over GRANTEE's system compatible with GRANTEE's equipment. � 1314�85 04/08/2013 01:51 PM FRpNC I�age 17 of 3g R 0 �rant Co , WA Page 16 of 37 BORRD OF COMMTSSIONERS ' IIII�I I IIII IIIIII NIIIIII I IIIII II III II N IIlI IIIII I IIII II IIII III 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, COLTNTY sha11 have reasonable access to, and the right to inspect, any books and records of GRANTEE, which are reasonably related and necessary to the administration or enforcement of the terms of this FRANCHISE. GRANTEE shall not deny COUNTY 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. COUNTY may, in writing, request copies of any such records or books and GRANTEE shall provide such copies within thirty (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 furnished to COLTNTY at the sole expense of GRANTEE. If the requested books 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 them 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 COUNTY upon written request as set forth above, and if COUNTY 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 making such examination shall be paid by GRANTEE. If any books or records of GRANTEE are not kept in a local office, GRANTEE will provide or otherwise make such documents available for inspection and review at the local office within ten (10) working days. 7.2 Confidentiality. Information that GRANTEE is required to make available to COUNTY pursuant to the terms of this FRANCHISE contains valuable private information regarding the business affairs of GRANTEE. COLTNTY agrees to treat as confidential any books and records received from GRANTEE that constitute proprietary or confidential information under federal or state law, to the extent GRANTEE makes COUNTY aware of such confidentiality, notwithstanding the Public Records Act, chapter 42.56 RCW, and record retention law, chapter 40.14 RCW. GRANTEE sha11 be responsible for clearly and conspicuously stamping the word "Confidential" on each document that contains confidential or proprietary information. If COUNTY receives a demand from any Person for disclosure of any information designated by GRANTEE as confidential, COUNTY shall, so far as consistent with applicable law, will make a good faith effort to advise GRANTEE in advance so that GRANTEE may take appropriate steps to protect its interests and provide GRANTEE with a copy of any written request by the party demanding access to such information within 21 days of receipt of such request. Notwithstanding the foregoing, both parties acicnowledge that the COUNTY is required to comply with the Public Records Act, chapter 42.56 RCW, and record retention law, 1314985 04/0g/2013 01:51 PM FRANC page 1g of 38 R m Grani Ca, WA BQARp OF COMMY5SIONER5 Page 17 of 37 I IIII�II III IIII�I II�I I� I�I� �I I�I I� �I�III� ��II ��I � I II� � II I��I�I� I� 1� I� II � II� 7.3 7.4 7.5 chapter 40.14 RCW, among other laws and rules governing disclosure and retention of public records. Anything herein inconsistent with such laws and rules is hereby superseded by this reference to the extent of the inconsistency. Complaint File. GRANTEE shall keep an accurate and comprehensive file of any and all complaints regarding the Cable System as required by the FCC. Inspection of Facilities. GRANTOR may, at its own cost and expense, inspect upon reasonable written request any of GRANTEE's facilities and equipment to confirm performance under this FRANCHISE at any time upon at least five (5) business days notice, or, in case of an amergency, upon demand without prior notice. False Statements. Any intentional false or misleading statement or representiation in any report required by this FRANCHISE may be deemed a material violation of this FRANCHISE and may subject GRANTEE to a11 remedies, legal or equitable, which are available to COUNTY under this FRANCHISE or otherwise. SECTION 8. PROGRAMMING 8.1 Broad Programming Categorfes. A. GRANTEE's Cable System shall provide a wide diversity of programming. GRANTEE shall provide at least the following broad categories of programming to the extent such categories are commercially reasonably available: xi. Educational programming; Washington State news and information; Sports; General entertainment (including movies); Children/family-oriented; Arts, culture and performing arts; Foreign language; S cience/documentary; Weather information; Programming addressed to diverse ethnic and minority interests in the Franchise Area; and National, state, and local government affaus. B. GRANTEE shall not delete any broad category of programming within its control. 1314985 04/08/201� 01:51 �'M FRANC Page 19 of 38 R 0 Grani Cc, WA ROARp 0� COMM�55IpNER5 � ������� ��� ���I�� ����� ���� ������ ����� ���� ������� ������ ���� ��� ����� �� �� ������N �� ����� ����� ���� ���� Page 18 of 37 C. The parties expressly agree that the programming described in Section 8.I(A) represent broad categories of video programming within the meaning of 47 U.S.C. 544(b) (2) (B), as may be amended from time to time. 8.2 Parental Control Device. Upon request by any Subscriber, GRANTEE shall make available a parental control or lockout device; traps or filters to enable a Subscriber to control access to both the audio and video portions of any or all channels. GRANTEE shall inform its Subscribers of the availability of the lockout device at the time of theu initial subscription and annually thereafter. 8.3 Leased Access Channels. GRANTEE shall comply with the FCC's rules and regulations regarding Leased Access Channels. 8.4 Continuity of Service. A. It shall be the right of all Subscribers to continue to receive Cable Service from GRANTEE insofar as their �inancial and other obligations to GRANTEE are satisfied and GRANTEE continues to serve the Franchise Area. Subject to the force majeure provisions of this FRANCHISE, GRANTEE shall use commercially reasonable efforts to ensure that all Subscribers receive continuous, uninterrupted Cable Service. B. In the event of a change in ownership, or in the event a new Cable Operator acquires the Cable System in accordance with this FRANCHISE, GRANTEE shall reasonably cooperate with GRANTOR and such new Cable Operator in maintaining continuity of service to all Subscribers. 8.5 Community Programming Needs. At the written request of the legislative authority of COUNTY, but no more than twice during the term of this FRANCHISE, ninety (90) days after a Performance evaluation session as provided in Sectiion 4.6, GRANTEE may furnish to all Subscribers along with their monthly service statement, a list of broad categories of programming, and other services available to GRANTEE. The menu may be in the format of a mailback survey for determination of the Subscriber's programming preference. The results of the survey are to be provided COUNTY as soon as commercially practical by GRANTEE with any proposed change(s) in programrning. 1�1498a �14/08/2�13 01:51 PM FRANC BOARD24F�CQMMISSTONERS Grant Co, wa Page 19 of 37 I II� �� II � I� I I I��II I Illl II II I�I� I� I�� � II� I�I II� �I I I� �I� I� II I��� ��I 8.6 Service for Disabled. To the extent technically feasible and in accordance with FCC requiraments, GRANTEE shall retransmit all closed-captioned signals made available by programmers in conjunction with programming in its line- up and which are provided in order to facilitate viewing by handicapped persons. GRANTEE shall comply with the Americans with Disabilities Act, any amendments thereto and any other applicable federal, state or local laws or regulations. To the extent technically feasible and in accordance with FCC requirements, GRANTEE sha11 maintiain the necessary head-end equipment to make Second Audio Program (SAP) features available to Subscribers. GRANTEE's obligations under this subsection do not extend to providing customer premises equipment. SECTION 9. GENERAL STREET USE AND CONSTRUCTION 9.1 Construction. A. Subject to applicable laws, regulations and ordinances of GRANTOR and the provisions of this FRANCHISE, GRANTEE may perform all construction necessary for the operation of its Cable System. All construction and maintenance of any and all facilities within Streets incident to GRANTEE's Cable System shall, regardless of who performs the construction, be and remain GRANTEE's responsibility. GRANTEE shall apply for, and obtain, all permits necessary for construction or installation of any facilities, and for excavating and laying any facilities within the Streets. GRANTEE shall pay, prior to issuance, all applicable fees of the requisite construction permits. B. Prior to beginning any construction, GRANTEE shall provide GRANTOR with a construction schedule for work in the Streets. All construction shall be performed in compliance with this FRANCHISE. When obtaining a permit, GRANTEE sha11 inquire about other construction currently in progress, planned or proposed, in order to investigate thoroughly all opportunities for joint trenching or boring. Whenever it is possible and reasonably practicable to joint trench or share bores or cuts, GRANTEE shall work with other providers, licensees, permittees and franchisees so as to reduce as far as possible the number of Street cuts. 9.2 Location of Facilities. GRANTEE shall use the one call locator service prior to performing any excavation in GRANTOR's Streets. 9.3 Relocation. GRANTOR shall have the right to reasonably require GRANTEE to change the location of any part of GRANTEE's Cable System within the Streets when the public convenience requires such change, and the expense thereof shall be paid by GRANTEE. Should 1314985 04/08/2013 fD1:51 �'M FI2ANC a�ge 21 of as a 0 Grant ca, wa page 20 of 37 BOARD 4F COMMI55IONERS I Illlpll II II I I IIII III III II I I I I I I II IIIII M� I II I � I IIIII I II II � II I N I �N GRANTEE fail to remove or relocate any such facilities by the date reasonably established by GRANTOR, GRANTOR may effect such removal or relocation, and the expense thereof shall be paid by GRANTEE, including all reasonable costs and expenses incurred by GRANTOR due to GRANTEE's delay. If GRANTOR requires GRANTEE to relocate its facilities located within the Streets, GRANTOR shall make a reasonable effort to provide GRANTEE with an alternate location within the Streets. 9.4 Restoration 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 GRANTEE's work under this FRANCHISE, and this Section in particular, shall be done in strict compliance with this FRANCHISE rules, regulations and ordiriances of GRANTOR. Prior to making any Street or right-of-way cuts or openings, GRANTEE shall provide written notice to GRANTOR. 9.5 Maintenance and 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 may 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 keep them in good repair, and safe and reasonably presentable condition. 9.6 Reservation 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 removing water mains; or constructing or establishing any other public work or improvement. A11 such work shall be done, insofar as practicable, so as not to obstruct, injure or prevent the use and operation of GRANTEE's Cab1e System. However, if any of GRANTEE's Cable System interferes with the construction 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. 1314985 04/08/2013 01:51 PM FRqNC Page 22 af 38 R 0 Grant Co, Wp BOARD OF COMMISSIONERS I illllll III I IIII II I I II Illill II MI I I III II IINII IIII II I I I I IIII I III I I I I I III Page 21 of 37 9.7 Use of Conduits by GRANTOR. GRANTEE and COUNTY shall grant to each other, free of expense, joint use of any and a11 poles, ducts, conduits or equipment in the streets or other public places owned by either party for any 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 be in full compliance with all rules, regulations, requirements and conditions of the National Electrical Safety Code prepared by the National Bureau of Standards, the National Electrical Code of the National Board 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 without charge to COUNTY, to the extent space therein or thereon is reasonably available, and pursuant to all applicable County Ordinances and Codes. For the purposes of this Subsection 9.7, "municipal purposes" includes, but is not limited 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 such use of its facilities room its FRANCHISE fees payable to GRANTOR. 9.8 Street Vacation. If any Street or portion thereof used by GRANTEE is vacated by GRANTOR during the term of this FRANCHISE, unless GRANTOR specifically reserves to GRANTEE the right to continue its installation in the vacated Street, GRANTEE shall with thirty (30) day written notice and without expanse to GRANTOR either remove its facilities from such 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 Facilities. Whenever GRANTEE discontinues using any facility within the Streets, GRANTEE shall provide written notice to GRANTOR's with a 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 raquest 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 complate such removal or modification in accordance with a schedule approved 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 1314985 04/08/2013 01:51 PM FRANC Page�3 cf 38 R 0 Grant Cn, WA BQARD q� CQMMTS5IqNERS I II III I IIIlII IIIII I I I NIII I IN II IIIIIII II I III II I I I I I I IIIN I NI NI I I I II I III Page 22 of 37 well as maintenance of the Street, in the same manner and degree as i� 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 limited to, public, governmental or educational purposes. For purposes of this Section 9.9, "abandons" shall have the meaning set forth in Section 15.1 of this FRANCHISE. 9.10 Hazardous Substances. A. GRANTEE shall comply with all applicable local, state and federal laws, statutes, regulations and orders concerning hazardous substances relating to GRANTEE's Cable System in the Streets. B. GRANTEE shall maintain and inspect its Cable System located in the Streets. Upon reasonable written notice to GRANTEE, 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, from or related to GRANTEE's Cable System. In removing or modifying GRANTEE's facilities as provided in this FRANCHISE, GRANTEE shall also remove all residues of hazardous substances related thereto. 9.11 Undergrounding of Cable. A. Wirin�. i. Where electric, telephone 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 underground, all Cab1e 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 utility rules as reasonably interpreted by GRANTOR's Director of Public Works. 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 and agrees to bear and pre-pay the additional cost in excess of aerial installation. ii. GRANTEE shall utilize existing poles and conduit wherever commercially reasonable. iii. This FRANCHISE does not grant, give or convey to GRANTEE the right or privilege to install its facilities in any manner on specific utility poles or equipment or any other Person without thair permission except to the extent permitted under applicable federal and state law. ��14�85 04/08/2013 �1,51 PM FRANC Page Z4 of 38 R 0 Grant Co, WA �OARD OF COMMISSIONERS I IIII I II I I NII !II I I II I II I I III III I II I I I I I�� I I INI I II I I I I IIII Page 23 of 37 B. Re�air and Restoration of Property. i. GRANTEE shall protect public and private property from damage by its Cable System. If damage occurs GRANTEE shall promptly notify the property owner within twenty-four (24) hours of its knowledge of such damage in writing or in person. ii. If public or private property is disturbed or damaged by GRANTEE, GRANTEE shall restore the property to its former condition, normal wear and tear excepted. Public right-of-way shall be repaired and restored in accordance with Section 9.4. Private property must be restored promptly, considering the nature of the work that must be performed and in no event later than five (5) business days. iii. Prior to entering ontio private property to construct, operate or repair its Cable System where the property owner has not requested such construction, operation or repair, GRANTEE shall give the Person residing on or using the property adequate written notice (such as a door hanger which clearly identifies the anticipated construction) that it intends to work on the property, a description of the work it intends to perform and a name and phone number the Person can call to protest or seek modification of the work. Work shall be done in a manner that causes the least interference with the rights and reasonable convenience of property owners, residents and users. C. Tvlovement of Cable Svstem For and By GRANTOR. To the extent necessary, GRANTOR may remove, replace, modify or disconnect GRANTEE's facilities and equipment located in the public right-of- way or on any other property of GRANTOR in the case of fire, disaster, or other emergency, or when a project or activity of GRANTOR's makes the removal, replacement, modification or disconnection necessary or less expensive for GRANTOR. Except during an emergency, GRANTOR shall provide reasonable written notice to GRANTEE prior to taking such action and shall provide GRANTEE with reasonable opportunity to perform such action. Following notice by GRANTOR, GRANTEE shall remove, replace, modify or disconnect any of its facilities or equipment within any public right-of-way, or on any other property of GRANTOR, except that GRANTOR shall provide at least sixty (60) days' written notice of any major capital improvernent project which would require the removal, replacement, modification or disconnection of GRANTEE's facilities or equipment. If GRANTEE fails to complete this work within the time prescribed and to GRANTOR's reasonable satisfaction, GRANTOR may cause such work to be done and bill the cost of the work to GRANTEE. Within thirty (30) days of receipt of an itemized list of those reasonable costs, GRANTEE shall pay GRANTOR. �314985 04/08/2013 01:51 pM F�ANC Page 25 af 38 f2 0 Grant Co, WA BOARD qF CQMMISSTONERS Page 24 of 37 I IIII�II III �I �II IIIII pll �III�� III�I I� I�IIIIII I�� II II�I II�I II�I� �IIII I��I�I� I�I I� II I�III �III ��I D. Movement for Other Franchise Holders. If any removal, replacement, modification or disconnection is required to accommodate the construction, operation or repair of the facilities or equipment of another Franchise holder, GRANTEE shall, after at least thirty (30) days' advance written notice, take action to effect the necessary changes requested by the responsible entity at the responsible entity's sole and pre-paid cost and expense. E. 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 remove its wires as necessary to permit the moving of a building, vehicle, aquipment or other item. The permit holder must pay the expense of such temporary changes, and GRANTEE may require a reasonable deposit of the estimated payment in advance. F. Tree Trimmin�. Subject to acquiring prior written permission of COUNTY, GRANTEE shall have tihe 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 xegulations and accepted professional tree trimming practices; provided that in an emergency situation GRANTEE may trim trees to protect its facilities 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 appurtenances from the property in question. 9.13 Standards. A. All work authorized and required hereunder shall be done in a safe, thorough and workmanlike manner. GRANTEE must comply with all safety requirements, rules and practices and employ all necessary devices as requixed by applicable law during construction, operation and repair of its Cable System. 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 shall ensure that the drops are properly bonded to the elactrical power ground at the home, consistent with the requirements of the National Electric Code and the National Electrical Safety Code. All non-conforming or non- performing drops shall be replaced by GRANTEE as necessary. 1314985 04/08/20]�3 01:51 PM FRANC Page 26 of 38 R 0 Gr�n� Ca, WA BQARD PF COMMT5SIONERS � ������� �� ������ ���� � �� ��� �� � �� �� ������� ��N�� ���� ��� ����I � ��� ��� ��� �� ����� ���� �� ��� Page 25 of 37 SECTION 10. T�ST AND COMPLIANCE PROCEDURES Upon reasonable written request, GRANTEE shall advise GRANTOR of schedules and methods for testing the Cable System on a regular basis to deterinine compliance with the provisions of applicable FCC technical standards. Representatives of GRANTOR may witness tests, and any written test reports filed with the FCC may be made available to GRANTOR upon reasonable written request. As required by FCC Rules, GRANTEE shall conduct proof of performance tests and cumulative leakage index tests designed to demonstrate compliance with FCC requirements. GRANTEE shall provide GRANTOR copies of the results of such tests that are filed with the FCC upon written request. SECTION 11. SERVICE EXTENSION, CONSTRUCTION, AND INTERCONNECTION 11.1 Equivalent Service. It is GRANTEE's general policy that all residential dwelling units in the Franchise Area served by GRANTEE's Cable System have equivalent availability to Cable Service from GRANTEE's Cable System undex nondiscriminatory rates and reasonable terms and conditions. 11.2 Service Availability. A. With respect to aerial line extensions, GRANTEE shall extend energized cable from any existing terminus of trunk cable of its Cable System to any area in COUNTY in which aerial power and telephone utility services are available and which has a density of at least eight (8) Dwelling Units along one- quarter (1/4) of a linear mile of cable, provided that the Dwelling Unit nearest to the existing terminus of trunk cable of the Cable System is situated no more than one-eighth (1/8) of a linear mile of cable from the existing terminus o� trunk cable of the Cable System. B. With respect to underground line extensions, GRANTEE shall extend energized cable from any existing terminus of trunk cable of its Cable System to any area m COLTNTY in which underground power and telephone utility services are available and which has a density of at least ten (10) Dwelling Units along one- c�uarter (1/4) of a linear mile of cable, providad that the Dwelling Unit nearest to the existing terminus of trunk cable of the Cable System is situated no more than one-eighth (1/8) of a linear mile of cable from the existing terminus of trunk cable of the Cable System. C. Construction of the line extensions required by subsection (A) and (8) above shall commence within one hundred twenty (120) days after the (i) the determination of the minimum densities as provided in such clauses and (ii) the receipt by 1�14985 04/08/2013 01:51 PM FRqNC page 27 of 38 �t 0 Grant Cn, WA BOARb qF COMMXSSIQNERS � ������� � � I����� ��� ���� ����� ����� ��� ���� �� ��� � ��� ��� ����N ����� ������ ��� ����� �� �� ��� ���� Page 26 of 37 GRANTEE of a request for service to such a Dwelling Unit along with the associated first month's payment for services and the applicable installation fees. As used in this Section 12.2, the term "Dwelling Unit" shall mean a single-family 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 Public Facilities. 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 GRANTOR on the attached Schedule A. In addition, GRANTEE shall provide, at no cost to the building owner, one (1) outlet of B asic and expanded basic programming to all such future public buildings owned by GRANTOR if the drop line to such building does not exceed one-hundred twenty-five (125) cable feet from the terminus of trunk cable of the Cable 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 the cost of such excess labor and materials. Outlets of Basic and expanded basic programming provided in accordance with this subsection may be used to distribute Cable Service throughout such buildings, provided such distribution can be accomplished without causing Cable System disruption and general technical standards are maintained. COUNTY shall be responsible for 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 GRANTEE'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 POWER GRANTEE shall provide standby power generating capacity at the Cable System Headend capable of providing at least twelve (12) hours of emergency operation. GRANTEE shall maintain standby powar system supplies, for outages affecting more than ten (10%) of Subscribers, rated for at least two (2) hours duration, throughout the trunk and distribution networks. In addition, throughout the term of this FRANCHISE, GRANTEE shall have a plan. in place, along with all resources necessary for implementing such plan, for dealing with outages affecting more than ten (10%) of Subscribers for more than two (2) hours. This outage plan and evidence of requisite implementation resources shall be presented to GRANTOR no later than ninety (90) days following the effective date of this FRANCHISE. SECTION 13. FRANCHISE VIOLATIONS; REVOCATION OF FRANCHISE 13.1 Procedure for Remedying FRANCHISE 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, 1314�85 m4/08/2P1�3 Q1:51 PM FRANC page 2$ of 38 R 0 Granb Ca, WA 60ARD OF COMMI5SIONERS ��� �� ��� ���� ���� �� ������ �� ��� ��� ����� �� � �� ���� ���� �� ��� ��� � �� ����� N � ���� Page 27 of 37 GRANTOR shall notify GRANTEE in writing, stating with reasonable specificity the nature of the alleged violation. GRANTEE shall have thirty (30) days from the date of receipt of such notice to: i. Respond to GRANTOR, contesting GRANTOR's assertion that a violation has occurred, and request a hearing in accordance with subsection C below; or ii. Cure the violation; or iii. Notify GRANTOR that GRANTEE cannot cure the violation within the thirty (30) days, because of the nature of the violation and notify GRANTOR in writing of what steps GRANTEE shall take to cure the violation including GRANTEE's projected completion date for such cure. In such case, GRANTOR shall set a hearing date within thirty (30) days of receipt of such response in accordance with subsection (B) below. B. In the event that GRANTEE notifies GRANTOR that it cannot cure the violation within the thirty (30) day cure period, GRANTOR or its designee shall set a public hearing within thirty (30) days of GRANTOR's receipt of such notice to review and determine whather GRANTEE has taken reasonable steps to cure the violation and whether GRANTEE's proposed plan and completion date for cure are reasonable. In the event such plan and completion date are found to be reasonable, the same shall be approved by GRANTOR. C. In the event that GRANTEE fails to cure the violation within the thirty (30) day basic cure period, or within an extended cure period approved by GRANTOR or designee pursuant to subsection (B), GRANTOR or designee shall set a public hearing to determine what sanctions shall be applied. In the event that GRANTEE contests GRANTOR's assertion that a violation has occurred, and requests a hearing in accordance with subsection (A)(i) above, GRANTOR or designee shall set a public hearing within sixty (60) days of GRANTOR's receipt of the heasing request to determine whether the violation has occurred, and if a violation is found, what sanctions shall be applied. D. In the case of any hearing pursuant to this Section, GRANTOR shall notify GRANTEE of the hearing in writing and at the hearing, GRANTEE shall be provided an opportunity to be heard and to present evidence in its defense. GRANTOR shall also hear any other Person interested therein. E. If, after the public hearing, GRANTOR or designee determines that a violation exists, GRANTOR or designee may utilize one or more of �he following remedies subject to GRANTEE's rights under federal, state or local law to appeal such determination: 1314985 04/08/201� Q1:51 f'M FRANC Page 29 of 38 FI 0 Grani Cn, WA �QARD 0� COMMTSSION�125 � ������� ��� ������ ����� ���� ������ ���� ���� ������� �N���� ���� ��� ����� � �� ������ �� ��� � �� �� �� ���� Page 28 of 37 i. Order GRANTEE to correct or remedy the violation within a reasonable time frame as GRANTOR or designee shall determine; ii. Revoke this FRANCHISE, subject to subsection (F) of this Section; and/or iii. Pursue any other legal or equitable remedy available under this FRANCHISE or any applicable law. F. This FRANCHISE shall not be revoked except by County legislative authority after notice and hearing as set forth in 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 occurred shall be within the sole discretion of GRANTOR or its designee, provided that any such final determination shall be subject to review by a court of competent jurisdiction under applicable law. 13.2 Revocationa 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 FRANCHISE and all rights and privileges of GRANTEE hereunder in the event of a material violation of its terms and conditions. A material violation by GRANTEE sha11 include, but shall not be limited to, the following: A. Violation of any 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 any material provision of this FRANCHISE or to practice any fraud or deceit upon GRANTOR or its Subscribers or customers; C. Material misrepresentation of fact in the application for or negotiation of this FRANCHISE; or D. If GRANTEE becomes insolvent, or the subject of a bankruptcy proceeding. 13.3 Removal. A. In the event of termination, expiration or revocation of this FRANCHISE, GRANTOR may order the removal of the above-ground Cable System facilities and such underground facilities as required by GRANTOR in order to achieve reasonable engineering or Street-use purposes, from the Franchise Area at GRANTEE's sole expense. GRANTEE shall have one (1) nine (9) month period 1314985 04/Q8/2013 01:51 PM F�tANC P�ge 30 of 38 R 0 Grant Co, WA BQARD OF COMMISSIONERS I INIII I IIIIII III I III I I �I I II I I I I I IINII III I III N I II III II IIIIN II I I I I�� Page 29 of 37 within which to se11, transfer or convey its Cable System to a qualified purchaser, or to remove its plant, structures and equipment from GRANTOR's Streets and other 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 COUNTY 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. In removing its plant, structures and equipment, GRANTEE shall refill, at its own expense, any excavation that is made by it and shallleave 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 may cause the work to be done and GRANTEE shall reiinburse GRANTOR for the reasonable costs incurred within thirty (30) days after receipt of an itemized list of the costs or GRANTOR may recover the costs through the security provided by GRANTEE. 13.4 Receivership and Foreclosure. A. At the option of GRANTOR, subject to applicable law, this FRANCHISE may be revoked one-hundred twenty (120) days after the appointment of a receiver or trustee to take 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-hundred twenty (120) days of appointment; or ii. The receiver(s) or trustee(s) have, within one hundred twenty (120) days after their election or appointment, fully complied with all the terms and provisions of this FRANCHISE, and 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 which the receiver(s) or trustae(s) assume and agree to be bound by each and every term and provision of this FRANCHISE. B. If there is a foreclosure or other involuntary 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 revoked thirty (30) days after service of such notice, unless: GRANTOR has approved the transfer of the FRANCHISE, in accordance with the procedures set forth in this FRANCHISE and as provided by law; and 131498a 04/08/2013 01:51 PM F'RANC page 31 af 3£i R 0 Grant Ga, WA BOARD QF Cqh1M255I0NERS � ��I�I � �� ������ ����� ��� ���� �� ���I �� ����� ��I ��� ���� � � ��� �� �� �� ���p ���� Page 30 of 37 ii. The purchaser has agreed with GRANTOR to assume and be bound by all of the terms and conditions of this FRANCHISE. 13.5 No Recourse Against GRANTOR. Except where otherwise provided herein, GRANTEE shall not have any monetary recourse against GRANTOR or its officials, boards, commissions, agents or employees for any 1oss, costs, expenses or damages arising out of any provision or requirement of this FRANCHISE 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 Nonenforcement by GRANTOR. GRANTEE is not relieved of its obligation �o comply with any of the provisions of this FRANCHISE by reason of any failure of GRANTOR to enforce prompt compliance. GRANTOR's forbearance or �ailure to enforce any provision of this FRANCHISE shall not serve as a basis to stop any subsequent enforcement. The failure of GRANTOR on one or more occasions to exercise a right or to require compliance or performance under this FRANCHISE or any applicable law shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance, unless such right has been specifically waived in writing. Any waiver of a violation is not a waiver of any other violation; whether similar or different from that waived. 13.7 Relationship of Remedies. The remedies provided for in this FRANCHISE 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 Abandonment. If GRANTEE abandons its Cable System serving the Franchise Area during this FRANCHISE term, GRANTOR, at its option, may operate the Cable System or designate another entity to operate the Cable System temporarily until GRANTEE restores service under conditions acceptable to GRANTOR or until the FRANCHISE is revoked and a new franchisee is selected by GRANTOR. 131498a 04/08/2P13 01:5� PM FRANC ��g� a2 �f as a 0 crant Co , Wa Page 31 of 37 BOARD OF CdMMTS5I0NER5 I IIIIIII III IIII�I II II II I N II IIII III I III I IMIIII II IIII IIIII NII IIIIII II I II IIII III II�I 14.2 What Constitutes Abandonment. GRANTOR shall be entitled to exercise its options and obtain any required injunctive relief if: A. GRANTEE fails to provide any Cable Service to 90% of its Subscribers in accordance with this FRANCHISE for more than twenty (20) consecutive business days, unless GRANTOR or designee authorizes a longer interruption of service which authorization shall not be unreasonably withheld; or B. For purposes of this FRANCHISE, "abandons" shall mean GRANTEE's intentional surrender, desertion or relinquishment of its Cable System where GRANTEE fails to provide any Cable Service to 100% of its Subscribars for a period of no less than ninety (90) days. SECTION 15. FRANCHISE RE1�iEWAL AND TRANSFER 15.1 Renewal. A. GRANTOR and GRANTEE agree thati any proceedings undertaken by GRANTOR that relate to the renewal of GRANTEE's FRANCHISE shall be governed by and comply with the provisions of Section 626 of the Cable Act, unless the procedures and substantive protections set forth therein shall be deemed to be preempted and superseded by the provisions of any subsequent provision of federal law. B. In addition to the procedures set forth in said Section 626(a) of the Cable Act, GRANTOR agrees to notify GRANTEE in writing within 90 days of the completion of its assessments regarding the identification of future cable-related community needs and interests, as well as the past performance of GRANTEE under the then current FRANCHISE term. Notwithstanding anything to the contrary set forth herein, GRANTEE and GRANTOR agree that at any time during the term of the then current FRANCHISE, while affording the public adequate notice and opportunity for comment, GRANTOR and GRANTEE may agree to undertake and finalize informal negotiations regarding renewal of the then current FRANCHISE and GRANTOR may grant a renewal thereof. GRANTEE and GRANTOR consider the terms set forth in this Section to be consistent with the express provisions of Section 626 of the Cable Act. 15.2 Transfer of Ownership or Control. A. This FRANCHISE shall not be assigned or transferred, either in whole or in part, either by involuntary sale or by voluntary sale, without the prior written consent of GRANTOR, which consent shall not ba unreasonably withheld or delayed; PROVIDED: GRANTEE may from time to time transfer and assign this FRANCHISE without prior notice or consent to (i) its lender(s) for security purposes, and (ii) to its Affiliate(s) 1314985 04/08/2013 01:51 F'M FRANC Page 33 nf 3$ R 0 Gran� Ca, WA Page 32 of 37 k3AARp OF COMMI5SipNER& I IIIIIII II II III IIIII II I I IIII II I II I IIIIIIN IIIII III I II III � I IIIII I II II II IIII I I IMII B. GRANTEE shall promptly notify GRANTOR of any actual or proposed change in, or transfer of, or acquisition by any other party of control of GRANTEE. The word "control" as used herein is nor limited to majority stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise on the acquisition or accumulation by any Person or group of Persons often percent (10%) of the shares or the general partnership interest in GRANTEE, except that this sentence shall not apply in the case of a transfer to any Person or group already owning at least a ten percent (10%) interest of the shares or the general partnership interest in GRANTEE. Every change, transfer or acquisition of control of GRANTEE shall make this FRANCHISE subject to cancellation unless and until GRANTOR sha11 have consented thereto. C. The parties to the sale or transfer shall make a written request to GRANTOR for its approval of a sale or transfer and furnish all information required by law and GRANTOR. D. GRANTOR shall render 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 with the Cable Act and the FCC regulations promulgated thereunder. Subject to the foregoing, if GRANTOR fails to render a final decision on the request within one- hundred 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 inqui�•e into the legal, technical and financial qualifications of the prospective controlling party 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 appropriate, 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 controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance 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 waiver 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. SEVERABILITY If any Section, subsection, paragraph, term or provision of this FRANCHISE is determined to be illegal, invalid or unconstitutional by any court of competent jurisdiction or by any state or 1314�85 04/0�/2�13 01:51 �'M �RANC Page 34 af 38 R 0 Grant Cc, WA BOARD 0�' COMMTSSIONER5 Page 33 of 37 I II� 11 I 1 III� I�� I(� II� ������ 1 I) I II I� �I � 1 I�I � I� ��( II�I federal regulatory authority having jurisdiction 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 �orce and effect for the term of the FRANCHISE. SECTION 17. MISCELLANEOUS PROVISIONS 17.1 Preferential or Discriminatory Practices Prohibited. GRANTEE shall not discriminate in hiring, employment or promotion on the basis of race, color, color, ethnic or national origin, religion, age, sex, sexual orientation, marital status, or physical or mental disability. Throughout the term of this FRANCHISE, GRANTEE shall fully comply with all equal employment or nondiscrimination provisions and requirements of federal, state and local law and, in particular, FCC rules and regulations relating_ thereto. 17.2 Notices. Throughout the term of the FRANCHISE, GRANTEE shall maintain and file with GRANTOR a designated 1ega1 or local address for the service of notices by mail. A copy of all notices from GRANTOR to GRANTEE shall be sent, postage prepaid, to such address and such notices sha11 be effective upon three (3) days after the date of mailing. At the effective date of this FRANCHISE, such addresses shall be: Northland Cable Television, Inc. 101 Stewart Street, Suite 700 Seattle, Washington 98101 Attention: Legal Department With a copy to: Northland Cable Television, Inc. 254 N. Fig Street Moses Lake, Washington 98837 Attention: General 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 mailing. At the effective date of this FRANCHISE, such address shall be: Board of County Commissioners POBox37 Ephrata WA 98823-0037 1314985 04/08/2013 01,5� PM FRANC Page 35 of 38 F2 0 Grar�t Co, Wp BOARD OF C4MMISSi0NER5 I IIIIIII III Illill I II IIII Ililil IIII III NII III I� II IIII IIII II I II I III I I N I I NI�I I I III Page 34 of 37 17.3 Binding Effect. This FRANCHISE shall be binding upon the parties hereto, their permitted successors and assigns. 17.4 Authority to Amend. This FRANCHISE may be amended at any time by written agreement between the parties. 17.5 Governing Law. This FRANCHISE shall be governed in all respects by the laws of the State of Washington. 17.6 Gnarantee. The performance of GRANTEE shall be guaranteed in all respects by GRANTEE until this FRANCHISE expires, is terminated as provided herein or is assigned. 17.7 Captions. The captions and headings of this FRANCHISE are %r convenience and reference purposes only and shall not affect in any way the meaning or interpretation of any provisions of this FRANCHISE. 17.8 Construction of FRANCHISE. The provisions oi this FRANCHISE shall be liberally construed to promote the public interest. 17.9 Entire FRA1�iCHISE. This FRANCHISE 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 understandings pertaining to any such matters sha11 be effective for any purpose. No provision of this FRANCHISE may ba amended or added to except by agreement in writing signed by both of the parties. 17.10 Force Majeure. The performance of either party under this FRANCHISE is excused for such period of time as its performance is rendered impossible by acts of nature, war, terrorist attacks, or labor disputes. ��14�85 04/08/2013 01:51 PM FaANG Page 3F� of 3$ R 0 Grant Cn, WA BOARD OF COMMISSIONERS I IIIII N III �IIIII I III II I IIIIII IIIII II I III III II I IMII III IIIII III INIIIII II IIII I II I I I��I Page 35 of 37 17.11 Time is of the Essence. Time is of the essence of this FRANCHISE and each and all of its provisions in which performance is a factor. NOW THEREFORE, BE IT HEREBY RESOLVED THAT THE GRANT COUNTY COMMISSIONERS adopt this ordinance on February 19, 2013. PASSED this �� day of � , 2013. BOARD OF COUNTY COMMISSIONERS GRANT COUNTY, WASHINGTON � Cindy C ter, Chair Carolann Swartz, Member - �md,�,.en. � �-- � Richard Stevens, Member B Y---- `� `�_ / Dalton Lee �?en`�e Deputy Prosecuting Attorney Date: �'(�' �� 1�14985 04/08/2�13 01:51 PM FRpNC Page 37 af 38 12 0 Grant Cc, WA BOARb OF COMMI55IQNER5 �� � � ��� ������ ����� ���� � ���� � � � � � ����� ��� �� ���� � �� � � � (������ ��� ����� � �� N� ��� Page 36 of 37 ACCEPTED: NORTHLAND CABLE TELEVISION, INC. By: c�la,a���w.� Name: Richard I. Clark Title: Executive Vice President '�►- °�Jµ � M' �'a1i � � (�'� State of Washington County of King I hereby certify that I l�now or have satiisfactory evidence that Richard I. Clark signed this instrument in his capacity as the Executive Vice President of Northland Cable Television, Inc. and acknowledged it to be their free and voluntary act for the uses and purposes mentioned in the instrurnent. K�I�L.1� �. pMAM SiAiE QF WASHINGTON �l�7a,�Y �UBLIC MY CCJCsIIMISSI�N �X�IR�S 09»07•14 DATED: Wl q�GVI ��� i�l� ��l ��. i1Dv�, Notary P blic for S'i��C "� waah�'n��� . My Commission expires: SfO�fvvt�o-�� 1, Ln 6� 1314985 04/08/2Q13 �1:51 pM FI�pNC page 38 of �8 R 0 Grant Co, WA f30ARD OF COMMI5SIONERS � ������N ��� ������ ����� ���� ������ � ��� ���� ������� ������ ���� ��� ��� �� ����� ��� �� �� �� �� � ���� Page 37 of 37