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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
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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
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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
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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.
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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.
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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
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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
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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
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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,
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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
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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.
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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
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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
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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
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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
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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:
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maid R.Cone,Finance Director
APPROVED AS TO FORM:
fa?AAA
^KaThe/ine L.Kenison,CityiA!torney r>
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