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2620u <J ORDINANCE NO.2620 AN ORDINANCE GRANTING A FRANCHISETO NORTHLAND CABLETELEVISION, INC.TO OPERATE AND MAINTAIN A CABLE SYSTEM IN THE CITY OF MOSES LAKE AND SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF FRANCHISE. THE CITYCOUNCIL OF THE CITYOF MOSES LAKE,WASHINGTON ORDAINS AS FOLLOWS: Section 1.Findings:Northland Cable Television,Inc., DBA Northland Cable Television ("Northland" or "Grantee")desires to operate a cable system in the rights-of-way of the City of Moses Lake ("City"or "Grantor").Negotiations between Northland and the City have been completed and the franchise process followed in accordance with the guidelines established byapplicable law.As a conditionof receivingthis franchise,Grantee has agreed to abide bythe City'scurrent and future lawful policies,ordinances and regulations regarding infrastructure usage,and street-cuts and rights-of-way. Section 2.Adoption:This ordinance shall be known as the Northland Cable Television,Inc.2002 Franchise (this "Franchise")and shall provide as follows. TABLE OF CONTENTS SECTION 1.DEFINITIONS SECTION 2.GRANT OF FRANCHISE 2.1 Grant 2.2 Use of Public Streets and Ways 2.3 Term 2.4 Effective Date 2.5 Franchise Nonexclusive 2.6 Grant of Other Franchises 2.7 Police Powers 2.8 Relations to Other Provisions of Law 2.9 Effect of Acceptance SECTION 3.FRANCHISE FEE AND FINANCIAL CONTROLS 3.1 Franchise Fee 3.2 Payments 3.3 Acceptance of Payment and Recomputation 3.4 Monthly Reports 3.5 Annual Reports 3.6 Audits 3.7 Interest on Late Payments 3.8 Alternative Remedies 3.9 Additional Commitments Not Franchise Fees 3.10 Costs of Publication 3.11 Tax Liability 3.12 Payment on Termination SECTION 4.ADMINISTRATION AND REGULATION {^_J 4.1 Authority 4.2 Rates and Charges 4.3 Rate Discrimination ORDINANCE NO.2620 PAGE 2 June 28, 2011 4.4 Filing of Rates and Charges 4.5 Time Limits Strictly Construed ^/^ 4.6 Performance Evaluation Sessions SECTION 5.FINANCIAL AND INSURANCE REQUIREMENTS 5.1 Insurance Requirements 5.2 Indemnification 5.3 Workman's Compensation Waiver 5.4 Performance Bond SECTION 6.CUSTOMER SERVICE 6.1 Customer Service Standards 6.2 Subscriber Privacy 6.3 Local Office 6.4 Emergency Broadcast SECTION 7.REPORTS AND RECORDS 7.1 Open Records 7.2 Confidentiality 7.3 Copies of Federal and State Documents 7.4 Complaint File and Reports 7.5 Inspection of Facilities 7.6 False Statements SECTION 8.PROGRAMMING 8.1 Broad Programming Categories >-v 8.2 Parental Control Device '' 8.3 Leased Access Channels 8.4 Continuity of Service 8.5 Community Programming Needs 8.6 Service for Disabled SECTION 9.GENERAL STREET USE AND CONSTRUCTION 9.1 Construction 9.2 Location of Facilities 9.3 Relocation 9.4 Restoration of Streets 9.5 Maintenance and Workmanship 9.6 Reservation of Grantor Street Rights 9.7 Use of Conduits by Grantor 9.8 Street Vacation 9.9 Discontinuing Use of Facilities 9.10 Hazardous Substances 9.11 Undergrounding of Cable 9.12 Codes 9.13 Standards SECTION 10.MEANS OF FRANCHISE TERM EXTENSION 10.1 Design 10.2 System Functionality ^^ 10.3 Timing of Construction r*\ SECTION 11.TEST AND COMPLIANCE PROCEDURE u ORDINANCE NO.2620 PAGE 3 June 28,2011 SECTION 12.SERVICE EXTENSION,CONSTRUCTION AND INTERCONNECTION 12.1 Equivalent Service 12.2 Service Availability 12.3 Connection of Public Facilities SECTION 13.STANDBY POWER SECTION 14.FRANCHISE VIOLATIONS;REVOCATION OF FRANCHISE 14.1 Procedure for Remedying Franchise Violations 14.2 Revocation 14.3 Removal 14.4 Receivership and Foreclosure 14.5 No Recourse Against Grantor 14.6 Nonenforcement by Grantor 14.8 Relationship of Remedies SECTION 15.ABANDONMENT 15.1 Effect ofAbandonment 15.2 What Constitutes Abandonment SECTION 16.FRANCHISE RENEWAL AND TRANSFER 16.1 Renewal 16.2 Transfer of Ownership or Control SECTION 17.SEVERABILITY k_^SECTION 18.MISCELLANEOUS PROVISIONS 18.1 Preferential or Discriminatory Practices Prohibited 18.2 Notices 18.3 Binding Effect 18.4 Authority to Amend 18.5 Governing Law 18.6 Guarantee 18.7 Captions 18.8 Construction of Franchise 18.9 Entire Franchise 18.10 Time is of the Essence SECTION 1.DEFINITIONS:For the purposes ofthis Franchise and allexhibits 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 inthe pluralinclude the singular, and words inthe 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 orentity 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,oras suchservice tier may be further defined by federal law. 1.3 "Cable Act"means the Cable Communications PolicyAct of 1984 and the Cable Television Consumer Protection and Competition Act of 1992 and any amendments thereto,including ORDINANCE NO.2620 PAGE 4 June 28, 2011 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 significant 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,ifany,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 System"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 retransmit 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 Cable Act (47 U.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 ofthe electromagnetic spectrum which is used in a Cable System and is capable of delivering a television channel,astelevision channel is defined by the FCC in other applicable regulations. 1.8 "Downstream"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 Federal Communications Commission or any successor agency thereto. 1.10 "Franchise"means the 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 authorization is designated as a franchise,license,resolution,contract,certificate,agreement or otherwise. This Franchise is an agreement between the City of Moses Lake and Northland. 1.11 "Franchise Area"means the area within the jurisdictional boundaries of the City of Moses Lake,Grant County,Washington,including any areas annexed by Grantor during the term ofthis Franchise. 1.12 "Grantee"means Northland Cable Television,Inc.DBA Northland Cable Television or its lawful successors and assigns. 1.13 "Gross Revenues"means all amounts accrued by Grantee in whatever form and from all sources,from the operation of Grantee's Cable System to provide Cable Service within the Franchise Area."Gross Revenues"shall include,without limitation,all amounts for all Cable ^^ Services,including,but not limited to, Basic,expanded basic,premium,and pay-per-view ri 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 r^ u ORDINANCE NO.2620 PAGE 5 June 28,2011 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 collected by Grantee on behalf of and for payment to,the local,state or federal government. 1.14 "Headend"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. 1.15 "Interconnect"means the provision by Grantee of technical, engineering,physical,and all other necessary components to maintaina physical linking of Grantee's Cable System and Cable Service orany designated Channel orsignal pathwaythereof with neighboring Cable Systems,so thatCable Service oftechnicallyadequate quality may be sent to, and received from,other systems in accordance with this Franchise. 1.16 "Person"means any individual,natural person,sole proprietorship,partnership,association, or corporation, or any other form of entity or organization. 1.17 "School"means any accredited educational institution,public or private,including,but not limitedto, primaryand secondary Schools,and colleges and universities. 1.18 "Street"means each ofthe following which have been dedicated tothe publicorare hereafter dedicated tothe publicand maintainedunder publicauthority orbyothers 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. 1.19 "Subscriber"means any Person who elects 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 wiredand lawfully activatedto receive CableService from Grantee's Cable System serving the Franchise Area. A. "Commercial Subscriber" which means any Subscriber other than Residential Subscriber. B. "Residential Subscriber"which means any Person who receives Cable Service delivered tosingleor multiple dwelling units,excluding such multiple dwelling unitsbilled onabulk- billing basis. 1.20 "Upstream"means the carrying ofatransmissiontothe Headend from remote pointsonthe Cable System or from Interconnection points on the Cable System. SECTION 2.GRANT OF FRANCHISE: 2.1 Grant: A.Grantor hereby grantsto Grantee a nonexclusive and revocable authorization to make reasonable and lawful use ofthe Streets within the Franchise Area to construct,operate, maintain,reconstruct,replace, upgrade and repair a Cable System for the purpose of providing Cable Services subjecttothe terms and conditionsset forth inthis Franchise. B. This Franchiseisintended toconvey limited rights and interests onlyas to those Streets in which the 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 the Grantee any interest inany ORDINANCE NO.2620 PAGE 6 June 28, 2011 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 the Grantor of ^s^ 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 the 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 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 the Grantor from imposing additional conditions, including additional compensation conditions for use ofthe 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 ofthis Franchise. 2.2 Use of Public Streets and Wavs: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 forthe provision of Cable Service within the Franchise Area.Grantee shall complywith all applicable construction codes,laws,ordinances,regulations and procedures,must obtain any and all necessary permits from the Public Works Department priorto 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: A.The term of this Franchise and all rights,privileges,obligations and restrictions pertaining thereto shall be from the effective date of this Franchise through March 31, 2022. B.If Grantee successfully completes an upgrade as set forth in Section 10,and if such upgrade is confirmed by the City,which confirmation willnot be unreasonably withheld, then Grantee shall be entitled to an automatic five (5)year extension of the Franchise term (that is,through March 31,2017). 2.4 Effective Date:The effective date of this Franchise shall be April 1,2012,unless Grantee fails to file an unconditional written acceptance of this Franchise and post the security required by Section 5.3 hereof by August 31,2011,in which event this Franchise shall benull ^*\ 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. r^ u ORDINANCE NO.2620 PAGE 7 June 28,2011 2.5 Franchise Nonexclusive: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 fitin connection with its exercise of lawful police power. Grantor may at anytime grant authorization to usethe public rights-of-way forany 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 the Grantor enters into a Franchise,permit,license, authorization,or other agreement of any kind with any other Person or entity other than the Grantee to enter into the Grantor's Streets for the purpose of constructing or operating a Cable System or providing Cable Service to any part of the Franchise Area or is required to extend Cable Service to underthe provisions of Section 11.2 ofthis 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 hereunderare subjectto the lawful police powers of Grantor to adopt and enforce ordinances necessary to the safety,health,and welfare of the public, and Grantee agrees to comply with all applicable laws and ordinances enacted,or hereafter enacted,by Grantor or any other legally-constituted governmental unit having lawful jurisdiction over the subject matter hereof.Notwithstanding the foregoing,Grantor agrees it willnot impose any regulation pursuantto the Cable Act not contained herein during the term of this Franchise.Provided however,in the event of conflicts between provisions of this j Franchise and other ordinances ofthe Grantor,the terms of this Franchise shall prevail V_y 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 the Grantee must exercise allrights in accordance with,applicable law,as amended over the Franchise term.However,this Franchise is a contract,subject only to the Grantor's exercise of its police and other powers and all applicable law.This Franchise does not confer rights or immunities upon the 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 particularaction is an unconstitutional impairment of contractual rights. 2.9 Effect of Acceptance:By accepting this Franchise,the Grantee: (1)acknowledges and accepts the Grantor's legal rightto issue and enforce this Franchise; (2)accepts and agrees to comply with each and every provision of this Franchise; and (3)agrees that its will not raise any claim to the contrary. SECTION 3.FRANCHISE FEE AND FINANCIAL CONTROLS 3.1 FranchiseFee: As compensation forthe benefits and privilegesgrantedunderthis Franchise and inconsiderationof permissionto use Grantor's Streets, Grantee shall payas 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 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 the Grantee may be required [^J to pay under any federal,state,or local law.The City of Moses Lake,as of the date of the adoption of this ordinance,assesses a three percent (3%)utility occupational tax against cable subscription systems.The tax is subject to change. ORDINANCE NO.2620 PAGE 8 June 28,2011 3.2 Payments:Grantee's Franchise fee payments to Grantor shall be computed monthly.Each monthly payment shall bedue and payable nolater 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 shallany acceptance of payments be construed as a release of any claimGrantormay have for further or additional sums payable or for the performance of any other obligation of Grantee. 3.4 Monthly Reports: Each payment shall be accompanied by a written report to Grantor, containing an accurate statement in summarized form,as well as in detail,of Grantee's Gross Revenues and the computation ofthe payment amount. 3.5 Annual Reports:Grantee shall, no later than one hundred twenty (120)days after the end of each calendaryear,furnish tothe Citya statement statingthe total amount of gross revenues and all payments,deductions,and computations forthe period covered by the payments. Such statement shall be reviewed and certified by an officer of Grantee priorto submission to the City. 3.6 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 shallhave the right to conduct an independent audit during normal business hoursofGrantee's recordsreasonablyrelated to the administration or enforcementofthis Franchise,in accordancewith generally accepted accounting principles.The Citymay hirean independent certified public accountant to audit the Grantee's financial records,in which case the Grantee shall provide copies of all necessary recordsto the certified public accountant.If the auditshows that Franchise fees have been underpaid by five percent (5%) or more, Grantee shall paythe reasonable fees ofthe independent certified public accountant within thirty (30)days from receiptofthe audit results.Ifsuch audit reflects an overpayment,Grantor refund such overpayment to Grantee within thirty (30)days ofthe auditresults. Any such auditshalltake place within thirty-six (36) months following the respective calendar year and for records thereof in question. 3.7 Interest on Late Payments:In the event that a Franchise fee payment or other sum is not received bythe Grantor on or before the due date, oris underpaid, the Grantee shall pay in additionto the payment,or sum due,interest fromthe due date at a rate equal to the interest rate specified for judgments entered inthe Superior Courtof the State of Washington. 3.8 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 acourtof competentjurisdictionto be invalid,unconstitutional orunenforceable,such holding shall be confined in its operation to the Section,subsection,paragraph,term or provision directly involved inthe controversy inwhich 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. 3.9 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 morethan five percent (5%)ofGrantee's Gross Revenues in any 12-month period,Grantee agrees that the additional commitments f***) 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. r> ^J ORDINANCE NO.2620 PAGE 9 June 28,2011 3.10 Costs of Publication:Grantee shall 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. 3.11 Tax Liability:Payment of the franchise fees under this franchise shall not exempt Grantee from the payment of any generally applicable license, permit fee, or other generally applicable fee, tax, or charge on the business,occupation,property, or income of Grantee that may be lawfully imposed by the City. 3.12 Payment on Termination: Ifthis Franchise terminates for any reason,the Grantee shall file with the City within ninety (90) calendar days of the date of the termination, a financial statement,certified by a declaration or affidavit of an officer of the Grantee, showing the Gross Revenues received by the Grantee since the end of the previous fiscal year.The City reserves the rightto satisfy any remaining financial obligations of the Grantee to the Cityby utilizing the funds available pursuant to security provided by the Grantee in accordance with Section 5. SECTION 4.ADMINISTRATION AND REGULATION 4.1 Authority: Grantor is vested with the power and rightto regulate the exercise of the privileges permitted by this Franchise in the public interest, orto 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:Allof Grantee's rates and charges related to orregarding Cable Service shall be subject to regulation by Grantor to the full extent authorized by applicable federal, V_y state and local laws. 4.3 Rate Discrimination:Allof Grantee's rates and charges shall be published (inthe form of a publicly available rate card), and shall be nondiscriminatory as to all Persons and organizations of similarclasses,under similarcircumstances and conditions. Grantee shall apply its rates in accordance with governing law, with similar rates and charges for all Subscribers receiving similarCable Service,without regard to race, color,familial,ethnic or national origin, religion,age,sex,sexual orientation, marital, militaryor 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: A.The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns; B.The offering of reasonable discounts to senior citizens or economically disadvantaged citizens; C.Grantee from establishing different and nondiscriminatory rates and chargesand classes ofservice for commercial customers,aswell asdifferent 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 M residential Subscribersas allowable by federal law and regulations. ORDINANCE NO.2620 PAGE 10 June 28, 2011 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 provided that Grantee shall make reasonable efforts to notify Grantor in writing in advance of such promotions. 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 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,subjectto the notice and cure provisions of Section 14.However,inthe eventthat 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. 4.6 Performance Evaluation Sessions: A. City 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 City and Grantee jointly. B.Special evaluation sessions may be held at any time by City 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 week in advance in a newspaper of general circulation in the Franchise Area. D.Evaluation sessions shall deal with the Grantee's performance of the terms and conditions ofthe Franchise and compliancewith state and federal laws and regulations. E.As part of the performance evaluation session,Grantee shall submit to the City a plant survey report, or map,reasonably acceptable to the Citywhich includes a description of the portions ofthe Franchise Area that are cabled and have allCable Services available, including those areas where the system has been upgraded pursuant to Section 10 of this Franchise ifso requested bythe City.Such report shall also include the number of ^Bi^ miles and location of overhead and underground cable plant. If the City has reason to ry believe that a portion or all of the Cable System does not meet the applicable FCC technical standards,the City, at its expense,retains the right to appoint a qualified independent engineer to evaluate and verify the technical performance of the Cable r^ r> u ORDINANCE NO.2620 PAGE 11 June28,2011 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 verification. F.During evaluations under this Section, Grantee shall cooperate with City and shall providesuch information and documents that have been filed withthe FCC within the most recent three year period. SECTION 5.FINANCIAL AND INSURANCE REQUIREMENTS 5.1 Insurance Requirements: A.General Reouirement.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 Franchise or involve Grantee, itsagents, representatives,contractors,subcontractors and their employees. B.Initial Insurance Limits.Grantee must keep insurance in effect in accordance with the minimum insurance limitsherein set forth by the Grantor from time to time.The Grantee shall obtain policies for the following initial minimum insurance limits: 1.CommercialGeneral Liability:Two-million dollars ($2,000,000)combined single limit peroccurrence for bodilyinjury,personal injury,and property damage, and for those policies with aggregate limits,a two-and-one-half million dollars ($2,500,000) aggregate limit; ^J 2.Automobile Liability:Two-million dollars ($2,000,000)combined single limit per accident for bodily injury and property damage;and 3. Employer's Liability:Two-milliondollars ($2,000,000). 5.2 Indemnification A.Scope of Indemnity.Grantee shall, at its sole cost and expense,indemnify, hold harmless,and defend the Grantorand its officers, boards,commissions,agents,and employees against any and all claims,including,but not limited to,third party claims, suits,causes of action,proceedings,andjudgments for damages orequitable 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,the Grantee will not be obligated toindemnify Grantor oritsofficers,commissions,agents,oremployees should Grantor intervene in any proceeding regarding the grant ofthis Franchise.Thisindemnity provision shall include damagesand liabilities,ifandtothe extent suchdamages and liabilities are a result of Grantee's or Grantee's agent's negligent acts or negligent omissions. B.Duty to Give Notice and Tender Defense.The Grantor shall give the Grantee written notice within five (5)daysof receiving any claim orofthe commencementofany action, suitorother proceeding covered bythe indemnity in this Section.Failure of Grantor to provide such notice shall result in waiver of Grantee's indemnification obligations with respectto such action;suit or other proceeding otherwise covered bythe indemnity in M this Section.In the event any such claim arises,the Grantor orany otherindemnified party,as defined bythis Franchise,shall tenderthedefense thereoftothe Grantee and the Grantee shall have the obligation and duty to defend,settle or compromise any claims arising thereunder,andthe Grantor shall cooperate fully therein.Grantee shall ORDINANCE NO.2620 PAGE 12 June 28, 2011 accept or decline the tender within ten (10)days of its receipt of the written notice described above.In theeventthatthe Grantee declines defenseofthe claim in violation ^"N^ ofthis Section 5.2,the Grantor may defend such claim and seek recovery from Grantee its reasonable expensesfor attorneys'fees and other expenses,including expertwitness fees,incurred by Grantor for defense and in seeking such recovery. 5.3 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 underTitle 51 RCW.This waiver of immunity underTitle 51 RCWhas been mutually negotiated by the parties hereto,and Grantee acknowledges that the Citywould 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 filedwith the Grantor in the amountoffifteen thousand dollars ($15,000)as guarantee forthe faithful performance by itof all the provisions of this Franchise.Such bond shall be reviewed at the end of sixty (60)months.The amount of the bond shall be set forthe remainder of the Franchise term at the greater of fifteen thousand dollars ($15,000)orthe amount of franchise fees paidinthe sixtieth month. SECTION 6.CUSTOMER SERVICE 6.1 Customer Service Standards:The 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 Local Office:Throughout the Franchise term,the Grantee must maintain,at a minimum,one (1)customer service center located in Grant County within ten miles of Moses Lake's city limits which willbe open during normal business hours to provide Subscribersthe opportunity for the receipt and pickup of Subscriber equipment and for bill payments and complaints. Grantee shall maintain telephones and other equipment so that customer complaints and service requests can be received by Grantee on a 24-hour basis at a toll-free telephone number. 6.4 Emergency Broadcast:The 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 appropriateto bebroadcastoverthe Grantee's system compatiblewith Grantee's equipment. SECTION 7.REPORTS AND RECORDS 7.1 Open Records A.Grantee shall manage all of its operations in accordance with a policy of keeping its documents and records open and accessible to City. City shall have 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 City access to any such records ofGrantee 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.City 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 o o ORDINANCE NO.2620 PAGE 13 June28,2011 such request.One copy of all reports and records required under this or any other Section shall be furnished to City at the sole expense of Grantee.Ifthe requested books and records are too voluminous,or for security reasons cannot be copied or removed, then Grantee may request,in writing withinten (10)days, that City inspect them at one of Grantee's localarea offices.Ifany books or records of Grantee are not kept ina local area office and not made available in copies to City upon written request as set forth above, and if City reasonably determines that an examination of such records is necessary or appropriate to the performance of any of City's duties, administration or enforcement of this Franchise,then all reasonable travel expenses incurred in making such examination shall be paid by Grantee. Ifany 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. B.Grantee shall at all times maintain and allow City reasonable access and the right to review a full and complete set of plans,records and "as built"maps in the Grantee's possession showing the exact location of allCable System equipment installed orin use in the Franchise Area,exclusive of electronics,Subscriber drops and equipment provided in Subscribers'homes.These maps shall be maintained in a standard format and medium agreed upon by the City and the Grantee. 7.2 Confidentiality:City agrees to treat as confidential any books and records that constitute proprietary orconfidentialinformationunder federalor state law,tothe extent Grantee makes City awareofsuch confidentiality.Grantee shallbe responsible for clearly and conspicuously stamping the word "Confidential"on each document that contains confidentialor proprietary information,and shall provide a brief written explanation as to why such information is ,confidential under state or federal law. If City receives a demand from any Person for V_y disclosure of any information designated by Grantee as confidential, City shall, so far as consistent with applicable law,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 bythe party demanding access to such information withina reasonable time.Until otherwise ordered by a court or agency of competent jurisdiction,City agrees that, to the extent permittedby state and federal law,itshalldeny accessto anyof Grantee's books and records marked confidential as set forth above to any Person. 7.3 Complaint File:Grantee shall keep an accurate and comprehensive file of any and all complaints regarding the Cable System as required by the FCC. 7.4 Inspection of Facilities:Grantormay, at its own cost and expense,inspect upon reasonable written request any of Grantee's facilitiesand equipment to confirm performance under this Franchise at any time upon at least five (5)business days notice, or, in case of an emergency,upon demand without prior notice. 7.5 False Statements:Any intentional false or misleading statement or representation in any reportrequired by this Franchise may be deemed a materialviolationof this Franchise and may subject Granteeto all remedies,legalorequitable, which are availableto Cityunder this Franchise or otherwise. SECTION 8.PROGRAMMING 8.1 Broad Programming Categories: 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: ORDINANCE NO.2620 PAGE 14 June 28, 2011 1.Educational programming; 2.Washington State news and information;^"S 3.Sports; 4.General entertainment (including movies); 5.Children/family-oriented; 6.Arts,culture and performing arts; 7.Foreign language; 8.Science/documentary; 9.Weather information; 10.Programming addressed to diverse ethnic and minority interests in the Franchise Area;and 11.National,state,and local government affairs. B.Grantee shall not delete any broad category of programming within its control. C.The parties expressly agreethat the programming described in Section 8.1 (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 filtersto enable a Subscriber to control access to both the audio and video portions of any orallChannels.Grantee shall inform its Subscribers of the availability of the lockout device at the time of their 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 financial 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. Inthe event ofa 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:Atthe written request ofthe Mayor,but no morethan twice during the term of this Franchise,ninety (90)days after a Performance evaluation session as provided in Section 4.6,the 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 ofthe Subscriber's programming preference.The results ofthe surveyare to be provided the City as soon as commercially practical by the Grantee with any proposed change(s)in programming. 8.6 Service for Disabled:To the extent technically feasible and in accordance with FCC ^**\ requirements,Grantee shall retransmit all closed-captioned signals made available by programmers inconjunction with programminginits line-upand which are provided inorder to facilitate viewing by handicapped persons.Grantee shall comply with the Americans with r^ u ^J u ORDINANCE NO.2620 PAGE15 June 28, 2011 DisabilitiesAct, any amendmentsthereto and any other applicable federal,state orlocallaws or regulations.To the extenttechnically feasible and in accordancewith FCC requirements, Grantee shall maintain 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 ofwho 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, priorto issuance,all applicable fees ofthe requisite construction permits. B.Prior to beginning any construction,Grantee shall provide Grantor with a construction schedule forwork in the Streets.All construction shall be performed in compliance with this Franchise.When obtaining a permit,Grantee shall inquireabout 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 jointtrench or sharebores or cuts,Granteeshallwork 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 priorto performing any excavation in the Grantor's Streets. 9.3 Relocation: Grantorshall havethe rightto reasonably require Grantee to changethe 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 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 incurredby Grantordue to Grantee's delay. IfGrantorrequiresGrantee to relocateits 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 ordinances of Grantor. Prior to making anyStreetorright-of-way cutsoropenings,Grantee shall provide written notice to Grantor. ORDINANCE NO.2620 PAGE 16 June 28,2011 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 injuryto Grantor's property or property belonging to any Person. Grantee, at itsown 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 publicwork or improvement.All such work shall be done,insofar as practicable,so as not to obstruct,injureor prevent the use and operationofGrantee's Cable System.However,ifany ofGrantee's Cable System interferes with the construction or repair of any Street or public improvement,including construction, repair or removal of a sewer orwater main, Grantee's Cable System shall be relocated in accordance with 9.3. 9.7 Use of Conduits bv Grantor:The Grantee and the City shall grant to each other,free of expense,joint use of any and all poles, ducts,conduits or equipment inthe 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 ofthe National Electrical Safety Code prepared by the National Bureau of Standards,the National Electrical Code ofthe National Board of Fire Underwriters affecting electrical installations which may be presently in effect or future amendments thereto as well as being subjectto the City's obligations to any other franchise holder with which it may have a similar joint use agreement.Additionally,the City may install or affix and maintain wires and equipment owned by the City for municipal purposes in or upon Grantee's equipment in the Streets and other public places without charge to the City, to the extent spacetherein or thereon is reasonably available,and pursuant to allapplicable City 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 from 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 expense to Grantor either remove its facilities from such streets and restore street in accordance with 9.4 or negotiate an arrangementwith theowneror controller ofthe vacated Street apart from this Franchise. 9.9 Discontinuing Use of Facilities:Whenever Grantee discontinues using any facilitywithin 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 request 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, u U ORDINANCE NO.2620 PAGE 17 June 28,2011 safety, andconvenience, orotherwiseservethe public interest.Grantor may require Grantee to performa combination of modification and removal ofthe facility.Grantee shall complete such removal or modification in accordancewith a schedule approved by Grantor. Until such time as Grantee removes or modifies the facility,or until the rightsto and responsibility for the facility areaccepted byanotherPerson having authority to constructand maintain such facility,Granteeshall be responsible for all necessary repairs and relocations ofthe facility, as well as maintenance of the Street,in the same manner and degree as ifthe facility were inactive use, and Grantee shall retain all liability for such facility.IfGrantee abandons its facilities,Grantormay 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,Grantorand 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 inthis Franchise,Grantee shallalso remove all residues of hazardous substances related thereto. 9.11 Undergrounding of Cable: A.Wiring: 1.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 Cable System lines orwiring and equipment shallalso be placed undergroundon a nondiscriminatory basis withotherwireline service at no additionalexpense to the Grantor.Related Cable System equipment such as pedestals must be placedinaccordancewithapplicableCode requirements and underground utility rulesas reasonably interpreted bythe Grantor's Director of Public Works.In areas where electric,telephone or other utility or other third party wiring is aerial,the Grantee may install aerial cable,except when a propertyowner or resident requests underground installation and agrees to bear and pre-paythe additional cost in excess of aerial installation. 2. The Grantee shall utilize existing poles and conduit wherever commercially reasonable. 3. This Franchise does not grant,give or convey to the Grantee the right or privilege to install its facilities inany manner on specific utility poles orequipment oranyother Person without their permission except to the extent permitted under applicable federal and state law. B.Repair and Restoration of Property: 1.The Grantee shall protect public and private property from damage by its Cable System.If damage occurs the Grantee shall promptly notify the property owner ORDINANCE NO.2620 PAGE18 June 28, 2011 within twenty-four (24)hours of its knowledge of such damage in writing or in person./*"N 2. If public or private property is disturbed or damaged by Grantee,the 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 ofthework that must be performed and in no event later than five (5)business days. 3. Prior to entering onto 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 callto protest or seek modification ofthe work.Work shall bedone in a mannerthat causesthe least interference with the rights and reasonable convenience of property owners, residents and users. C.Movement of Cable System For and Bv Grantor:To the extent necessary,the 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 the Grantor in the case of fire, disaster,or other emergency,or when a project or activity of the Grantor's makes the removal,replacement,modification or disconnection necessary or less expensive forthe Grantor.Except during an emergency,the 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 the Grantor,Grantee shall remove, replace, modify or disconnect any of its facilitiesorequipment withinany public right-of-way,or on any other property of the Grantor,except that the Grantor shall provide at least sixty (60)days*written notice of any major capital improvement project which would require the removal,replacement,modification or disconnection of Grantee's facilities or equipment.Ifthe Grantee failsto completethis work within the time prescribed and to the Grantor's reasonable satisfaction,the Grantor may cause such work to be done and bill the cost of the work to the Grantee.Within thirty (30)days of receipt of an itemized listof those reasonable costs,the Grantee shall pay the Grantor. D.Movement for Other Franchise Holders: If any removal,replacement,modification or disconnection is required to accommodate the construction,operation or repair of the facilitiesor 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:Atthe request ofany Person holding a valid permit and upon reasonable advance notice,Grantee shall temporarily raise, lower or remove its wires as necessaryto permit the moving of a building,vehicle,equipment 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 Trimming:Subject to acquiring priorwritten permission of the City,the Grantee shall havethe authority but not the obligationto trim treesthat overhang a publicright-of- way of the City 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 O u ORDINANCE NO.2620 PAGE 19 June 28,2011 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 strictlyadhere 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 publicand privateproperty,insuch 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.The 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 System.By way of illustration and not limitation,the 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 electrical 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. ;SECTION 10.MEANS OF FRANCHISE TERM EXTENSION 10.1 Design. A.Grantee has determined that an appropriate design plan for Cable System upgrade in the Franchise Area will include the following components,which Grantee will provide and construct, in order to take advantage of the five (5) year automatic extension of the Franchise term as provided in Section 2.3 hereof: 1.The System will utilize hybrid fiber/coax architecture. This will utilizedeployment of fiber optic cable throughout those portions of the System to be upgraded.The upgraded plant will tie into a hybrid fiber/coaxial Cable System already serving Subscribers. 2.The System will serve no more than 1,500 customers per fiber node. 3. All active electronics will be at minimum 550 MHZ capable equipment. 4. All passive devices will pass a minimum bandwidth of 550 MHZ. 5. Upon completion of the upgrade,the Cable System shall be capable of delivering at least seventy-seven (77) analog and/or digital Channels of video programming services to Subscribers. 6.As designed,upgraded and maintained,the facilities and equipment on the Cable IJ System must be able to deliver high quality signals that meet, or exceed,FCC technical quality standards.The upgrade shall be completed on or before the end of the seventh (7) year of the current ten (10) year term.The upgraded Cable Systemwill be capableof supporting addressable equipmentthroughoutthe System ORDINANCE NO.2620 PAGE 20 June 28, 2011 and shall enable the provision of digitally compressed video services.Grantee's upgraded Subscriber network shall,at all times, meet or exceed the minimum /^^ system design and performance specifications required by the FCC. 10.2 System Functionality: A. It is the intent of the parties to provide for a process that provides the Grantor with an opportunity to confirm the Cable System design and functionality and ensure the Cable System meets the specifications described herein.Grantee agrees that it shall provide Grantor,upon written request,information that measures the relevant performance and functionality criteria of the Cable System that is generated through the Grantee's established assurance procedures. B. At least sixty (60)days before the upgrade of the Cable System begins,Grantee shall provide the Grantor with a proposed timeline for the upgrade and an opportunity to review the proposed system design plan consistent with Grantee's obligations as described in section 10(A)The Grantor shall indicate,in writing, to Grantee,within thirty (30)days ofthe receipt and review of materials,as to any aspects ofthe timeline and/or design plan Grantor believes are inconsistent with the requirements set forth herein in Section 10(A)Grantee shall respond within thirty (30)days to the Grantor to resolve any inconsistencies. C.Grantee and Grantor may meet to discuss the progress of the upgrade and work cooperatively to speed the construction (e.g. by discussing any problems in obtaining permits) and to minimize the impact upon Subscribers.At each meeting,Grantee will provide a progress report on the upgrade detailing its progress in satisfying the requirements of this Section. D.Grantee willtake prompt corrective action ifitfinds that ant facilities or equipment on the Cable System are not operating as expected,or if it finds that facilities and equipment do not comply with the requirements of this Franchise or applicable law. 10.3.Timing of Construction:Grantee's decisions on constructing plant for service from each hub or node shall be based solely upon legitimate engineering decisions and cost analysis and shall not take into consideration the income level of the Franchise Area. SECTION 11.TEST 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 determine compliance with the provisions of applicable FCCtechnical standards.Representatives of Grantor maywitness tests,and any written test reports filedwith 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 ofthe results of suchtests that are filedwith the FCC upon written request. SECTION 12.SERVICE EXTENSION.CONSTRUCTION.AND INTERCONNECTION 12.1 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 l**^ Service from Grantee's Cable System under nondiscriminatory rates and reasonable terms and conditions. r^ ORDINANCE NO.2620 PAGE21 June 28, 2011 12.2 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 the Cityinwhich 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 DwellingUnit nearest to the existing terminus of trunk cable ofthe Cable System is situated no morethan one-eighth (1/8) of a linear mile of cable from theexisting terminus of trunk cable ofthe 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 in the City inwhich underground power and telephone utility services are available and which has a density of at least ten (10)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 of trunk cable of the Cable System. C.Construction of the line extensions required by subsection (A) and (B)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 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. 12.3 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 the Grantor on the attached Schedule A. Inaddition,Grantee shall provide, at no cost to the building owner,one (1)outlet of Basic and expanded basic programming to all such future public buildings owned by the Grantor if the drop line to such building does not exceed one-hundred twenty-five (125)cable feet from the terminus oftrunk cable of the Cable System or ifGrantor agrees to pay the incremental cost of such drop line inexcess of one-hundred twenty-five (125)cable feet, including the costof 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 beaccomplished withoutcausing Cable System disruption and general technical standards are maintained.The City 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 the Grantee's Cable System. SECTION 13.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 power system supplies,for outages affecting more than 10%of Subscribers,rated for at least two (2)hours duration,throughout the trunk and distribution networks.Inaddition,throughout the term of this Franchise,Grantee shall have a plan in place, along with all resources necessary for implementing such plan, fordealing with outages affecting more than 10%of Subscribers formore U \J ORDINANCE NO.2620 PAGE 22 June 28, 2011 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 dateof this Franchise.^"N SECTION 14.FRANCHISE VIOLATIONS:REVOCATION OF FRANCHISE 14.1 Procedure for Remedying Franchise Violations A. IfGrantor 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 nature ofthe alleged violation.Grantee shall have thirty (30)days from the date of receipt of such notice to: 1.Respond to Grantor,contesting Grantor's assertion that a violation has occurred, and request a hearing in accordance with subsection C below;or 2.Cure the violation;or 3. Notify Grantor that Grantee cannot cure the violation within the thirty (30)days, because ofthe nature ofthe violation and notify the Grantor in writing ofwhat steps the Grantee shall take to cure the violation including the Grantee's projected completion date for such cure.In such case,Grantor shall set a hearing date within thirty(30)days ofreceipt ofsuch response in accordancewith subsection (B)below. B.In the event that the Grantee notifies the 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 whether the Grantee has taken reasonable steps to cure the violation and whether the Grantee's proposed plan and completion date for cure are reasonable.Inthe event such plan and completion date are found to be reasonable,the same shall be approved by the Grantor. C. In the event that the Grantee fails to cure the violation within the thirty (30)day basic cure period, or within an extended cure period approved by the Grantor or designee pursuant to subsection (B),the Grantor or designee shall set a public hearing to determine what sanctions shall be applied.In the event that the Grantee contests the Grantor's assertion that a violation has occurred,and requests a hearing in accordance with subsection (A)(1)above,the Grantor or designee shall set a public hearing within sixty (60)days of the Grantor's receipt of the hearing 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.The 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 the following remedies subject to Grantee's rights under federal,state or local lawto appeal such determination: 1.Order Grantee to correct or remedy the violation within a reasonable time frame as Grantor or designee shall determine; 2.Revoke this Franchise,subject to subsection (F)of this Section;and/or r^ r^ ^J <J <J ORDINANCE NO.2620 PAGE 23 June 28,2011 3. Pursue any other legal or equitable remedy availableunder this Franchise or any applicable law. F.This Franchise shall not be revoked except by CityCouncilafter notice and hearingas set forth in this Section and in accordance with the Cable Act and other applicable law. G.The determination asto whether a violation ofthis Franchise has occurred shall be within the sole discretion of the Grantor or its designee,provided that any such final determination shall be subject to review by a court of competent jurisdiction under applicable law. 14.2 Revocation:In addition to all other rightsand powers retained by the Grantor under this Franchise orotherwise, and subject to the provisionsof Section 14.1 the Grantor reserves the right to forfeit and terminatethis Franchise and all rights and privileges of the Grantee hereunder in the event of a material violation of its terms and conditions.A material violation by the Grantee shall 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 the Grantoror authorized agent made pursuantto this Franchiseorother agreement; B. Attempt to evade any material provision of this Franchise orto practice any fraud or deceit upon the Grantor or its Subscribers or customers; C.Material misrepresentation of fact in the application for or negotiation ofthis Franchise; or D.IfGrantee becomes insolvent, orthe subject of a bankruptcy proceeding. 14.3 Removal A.In the event of termination,expiration or revocation ofthis Franchise,Grantor mayorder the removal ofthe above-ground CableSystem facilities andsuch underground facilities as required by Grantor in order to achieve reasonable engineering or Street-use purposes,from the FranchiseArea at Grantee's sole expense.Grantee shallhave one (1)nine (9)month period within whichto sell,transferorconvey itsCable System to a qualified purchaser,ortoremoveits plant,structures and equipment from the Grantor's Streets andotherpublic placesas directed bythe Grantor.During this period which shall run from the effective date of the final,non-appealable order or decision of the city counciloracourtof competent jurisdiction imposing termination,the Granteeshallhave the ability to operatethe CableSystem pursuant tothe provisions ofthis Franchise.In removingits plant,structuresandequipment, Granteeshallrefill,atitsown 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 may cause the work to be done and Grantee shall reimburse 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. ORDINANCE NO.2620 PAGE 24 June 28,2011 14.4 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 ortrustee to take over and conduct the business of Grantee whether in a receivership,reorganization,bankruptcy or other action or proceeding unless: 1.The receivership or trusteeship is vacated within one-hundred twenty (120)days of appointment;or 2.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 underthe 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 trustee(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, propertyand equipment of Grantee, Grantormay 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: 1. Grantor has approved the transfer of the Franchise,in accordance with the procedures set forth inthis Franchise and as provided by law;and 2.The purchaser has agreed with Grantorto assume and be bound by allof the terms and conditions of this Franchise. 14.5 No Recourse Against Grantor:Except where otherwise provided herein,Grantee shall not have any monetary recourse against Grantororits officials, boards,commissions,agents or employees for any loss,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 rightsof the Grantor under this Franchise are in addition to,and shall not be read to limit,any immunities the Grantor may enjoy under federal or state law. 14.6 Nonenforcement bv Grantor:Grantee is not relieved of its obligation to comply with any of the provisions of this Franchise by reason of any failure of Grantor to enforce prompt compliance.Grantor's forbearance or failureto enforce any provision of this Franchise shall not serve as a basis to stop any subsequent enforcement.The failure ofthe 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 rightor 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. 14.7 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 the Grantor at law or equity. SECTION 15.ABANDONMENT r^ 15.1 Effect of Abandonment:If the Grantee abandons its Cable System serving the Franchise Area during this Franchise term,the Grantor, at its option, may operate the Cable System r^ r\ VJ u u ORDINANCE NO.2620 PAGE 25 June 28,2011 or designate another entity to operate the Cable System temporarily until the Grantee restores service under conditions acceptable to the Grantor or until the Franchise is revoked and a new Franchisee is selected by the Grantor. 15.2 What Constitutes Abandonment:The Grantor shall be entitled to exercise its options and obtain any required injunctive relief if: A.The Grantee failsto provide any Cable Service to 90% of its Subscribers in accordance with this Franchise for more than twenty (20)consecutive business days,unless the 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 the Grantee's intentional surrender,desertion or relinquishment ofits Cable System where Grantee failsto provide any Cable Service to 100%of its Subscribers for a period of no less than ninety (90) days. SECTION 16.FRANCHISE RENEWAL AND TRANSFER 16.1 Renewal A.The Grantor and Grantee agree that any proceedings undertaken by the 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,the 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 duringthe term of the then current Franchise, while affordingthe public adequate notice and opportunity for comment,the Grantor and Grantee may agree to undertake and finalize informal negotiations regarding renewal of the then current Franchise and the 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 ofthe Cable Act. 16.2 Transfer of Ownership or Control A. This Franchise shall not be assigned ortransferred, either in whole or in part,either by involuntary sale or by voluntary sale, without the prior written consent of the Grantor, which consent shall not be unreasonably withheld or delayed;provided,however, Grantee may from time to time transfer and assign this Franchise to its lender(s) for security purposes. B.The Grantee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, oracquisition by any other partyof control of the Grantee.The word "control" as used herein is not limitedto majoritystockholders 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 of ten percent (10%)of the shares or the general partnership interest in the Grantee,except that this sentence shall not apply inthe case of a transfer to any Person ORDINANCE NO.2620 PAGE 26 June 28, 2011 or group already owning at least a ten percent (10%)interest ofthe shares or the general partnership interest in the Grantee.Every change,transfer oracquisition ofcontrol ofthe f\ Grantee shall make this Franchise subject to cancellation unless and until the Grantor shall have consented thereto. C.The parties to the sale or transfer shall make a written request to the Grantor for its approval ofa sale or transfer and furnish all information required by law and the Grantor. D.The Grantor shall render a final written decision on the request within one-hundred twenty (120)days ofthe 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 the Grantor fails to render a final decision on the request within one-hundred twenty(120)days,such request shall bedeemed granted unless the requesting party and the 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 the Grantor,Grantee shall file with the 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,the Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assistthe Grantor in so inquiring.The Grantor maycondition 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 partyortransferee 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 ofthe Grantorto anytransfer bythe Grantee shall notconstitute a waiver or release of any rights of the Grantor,and any transfer shall,by its terms,be expressly subordinate to the terms and conditions ofthis Franchise. H.Notwithstanding anything to the contrary in this Section,the priorapproval ofthe Grantor shall not be required for any sale,assignment or transfer of the Franchise or Cable System for cable television system usage to an entity controlling,controlled by or under the same common control as Grantee provided thatthe proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all provisions ofthe Franchise. SECTION 17.SEVERABILITY Ifany section,subsection,paragraph,term or provision ofthis Franchise is determined to be illegal, invalid or unconstitutional by anycourt ofcompetentjurisdiction or by any state or 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 force and effect for the term of the Franchise. SECTION 18.MISCELLANEOUS PROVISIONS 18.1 Preferential or Discriminatory Practices Prohibited:Grantee shall not discriminate in hiring, employment or promotion on the basis of race, color,creed,ethnicor national origin, religion, age,sex,sexual orientation,marital status,or physical or mental disability.Throughout the r> r^ u ORDINANCE NO.2620 PAGE 27 June28,2011 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. 18.2 Notices:Throughoutthe term ofthe Franchise,Grantee shall maintain and file withGrantor a designated legal or local address for the service of notices by mail.A copy of all notices from Grantorto Grantee shall be sent,postage prepaid,to such address and such notices shall be effective upon three (3)days afterthe date of mailing.At the effective date of this Franchise,such addresses shall be: Northland Cable Television,Inc. 1201 Third Avenue,Suite 3600 Seattle,WA 98101 With a copy to: Northland Cable Television,Inc. Post Office Box T Moses Lake,WA 98837 Attention:System Manager All notices to be sent by Grantee to Grantor under this Franchise shall be sent,postage prepaid,and such notices shallbe effective upon three (3)days afterthe date of mailing.At the effective date of this Franchise,such address shall be: City of Moses Lake I PO Drawer 1579 K_J Moses Lake,WA 98834 Attention:City Manager 18.3 Binding Effect: This Franchise shall be binding upon the parties hereto, their permitted successors and assigns. 18.4 Authority to Amend:This Franchise may be amended at any time by written agreement between the parties. 18.5 Governing Law:This Franchise shall be governed in all respects by the laws of the State of Washington. 18.6 Guarantee:The performance of the Grantee shall be guaranteed in all respects by the Grantee untilthis Franchise expires,is terminated as provided herein or is assigned. 18.7 Captions:The captions and headings of this Franchise are for convenience and reference purposes onlyand shallnot affect inanywaythe meaning or interpretation of any provisions of this Franchise. 18.8 Construction of Franchise:The provisions of this Franchise shall be liberally construed to promote the public interest. 18.9 Entire Franchise: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^_J agreements or understandings pertaining to any such matters shall be effective for any purpose.No provision of this Franchise may be amended or added to except by agreement in writing signed by both ofthe parties. ORDINANCE NO.2620 PAGE 28 June 28, 2011 18.10 Force Manieure: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. 18.11 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. Section 3.This ordinance shall take effect and be in force five (5)days after its passage and publication of its summary as provided by law. Adopted by the City Council and signed by its Mayor on June 28,2011. Jon Lanerlvlayor ATTEST: ^ maid R.Cone,Finance Director APPROVED AS TO FORM: fa?AAA ^KaThe/ine L.Kenison,CityiA!torney r> ~