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2055_00001ORDINANCE NO.2055 AN ORDINANCE GRANTING A FRANCHISE TO NORTHLANDCABLE TELEVISION,INC.TO OPERATE AND MAINTAINACABLESYSTEM INTHE CITYOF MOSES LAKEANDSETTING FORTH CONDITIONS ACCOMPANYINGTHE GRANT OF FRANCHISE. THE CITYCOUNCIL OF THE CITY OF 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"orO"Grantor").Negotiations between Northland and theCity have been completed and thefranchise processfollowedinaccordancewiththeguidelinesestablishedbyapplicablelaw.As a condition of receiving thisfranchise,Grantee has agreed to abide by the City's current and future lawful policies,ordinances andregulationsregardinginfrastructureusage,and street-cuts and rights-of-way. Section 2.Adoption:This ordinance shall be known as theNorthland 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 Franchises2.7 Police Powers 2.8 Relations to Other Provisions of Law2.9 Effect of Acceptance SECTION 3.FRANCHISE FEE AND FINANCIALCONTROLS 3.1 Franchise Fee 3.2 Payments O 3.3 Acceptance of Payment and Recomputation 3.4 Monthly Franchise Fee Reports 3.5 Annual Franchise Fee Reports 3.6 Audits 3.7 Interest on Late Payments 3.8 Alternative Remedies 3.9 Additional Commitments Not Franchise Fees 3.10 Costs ofPublication 3.11 Tax Liability 3.12 Payment on Termination SECTION 4.ADMINISTRATIONAND REGULATION4.1 Authority4.2 Rates and Charges 4.3 Rate Discrimination 4.4 Filingof Rates and Charges 4.5 Time Limits Strictly Construed 4.6 Performance Evaluation Sessions SECTION 5.FINANCIALAND 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 StandardsO6.2 Subscriber Privacy 6.3 Local Office 6.4 Emergency Broadcast SECTION 7.REPORTS AND RECORDS7.1 Open Records 7.2 Confidentiality 7.3 Copiesof Federal and State Documents7.4 Complaint File and Reports7.5 Inspection of Facilities7.6 False Statements Ordinance No.2055 Page 2 SECTION 8.PROGRAMMING 8.1 Broad Programming Categories 8.2Parental 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 CONSTRUCT ON 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 Substances9.11 Undergrounding ofCable 9.12 Codes 9.13 Standards SECTION 10.MEANSOF FRANCHISE TERM EXTENSION SECTION 11.TEST AND COMPLIANCE PROCEDURE 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 18.FRANCHISE RENEWAL AND TRANSFER 16.1 Renewal 16.2 Transfer of Ownership orControl SECTION 17.SEVERABILITY SECTION 18.MISCELLANEOUS PROVISIONS 18.1 Preferential or Discriminatory Practices Prohibited 18.2 Notices 18.3 Binding Effect 18.4 Authorityto 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:Forthe purposes of thisFranchise and allexhibitsattached hereto,the following terms,phrases,words andtheirderivations shall have themeaninggivenherein.When not inconsistent with thecontext,words used inthe present tenseinclude the future,words in theplural include the singular,and words inthesingularinclude theplural.Words notdefined shall be given theircommon and ordinarymeaning. The word "shall"is alwaysmandatoryand not merely directory. 1 1 "Affiliate"when used in connectionwith Grantee means any corporation,Person or entity that owns or controls,is owned or controlled by,oris under commonownershipor controlwith,Grantee. OrdinanceNo.2055 Page 3 1.2 "Basic Service"means any service tier,which includes the retransmission of local televisionbroadcastsignals,or as such service tier maybe further defined by federal law. 1.3 "Cable Act"means the Cable Communications PolicyAct of 1984 and the Cable Television ConsumerProtectionandCompetitionActof1992andanyamendmentsthereto,including those contained intheTelecommunicationsActof1996,and any future federal cable televisionlegislation. 1.4 "Cable Operator"means any Person or groupsofPersons,including Grantee,who provide Cable Service over a Cable System and directly or throughone or more Affiliates owna significantinterest in suchCableSystemorwhootherwisecontrolorareresponsiblefor,through any arrangement,themanagementandoperationofsuchaCableSystem. 1.5 "Cable Service"means theone-way transmissionof video programming or other programming servicetoSubscribers,and Subscriber interaction,ifany,which is required for the selection or use of such videoprogrammingorotherprogrammingservice,and as otherwise defined orpermitted bytheFCC from timetotime. 1.6 "Cable System"means a facility,consisting of a set of closed transmissionpaths andassociated signalgeneration,reception,and control equipmentthatisdesigned to provide Cable Service which is providedtomultipleSubscriberswithinacommunity,but such termdoes not include (1)a facilitythat serves onlytoretransmitthetelevisionsignalsofoneormoretelevisionbroadcaststations;(2)a facilitythatservesSubscriberswithoutusinganypublicright-of-way;(3)a facilityof a common carrier which is subject,inwholeorinpart,to the provisions of TitleIIof theCable Act (47U.S.C.201 et seq.),except that suchfacilityshallbeconsideredaCableSystemtotheextentsuchfacilityisusedinthetransmissionofCableServicedirectlytoSubscribers;(4)an openvideosystemthatcomplies with federal statutes;or (5)anyfacilitiesofanyelectricutilityusedsolelyforoperatingitselectricutilitysystems, 1.7 "Channel"means a portion of the electromagnetic spectrumwhich is used in a Cable System and iscapableofdeliveringatelevisionchannel,as televisionchannel isdefined bytheFCC inother applicableregulations. 1.8 "Downstream"means the transmissionfrom the Headend to remote points on theCable System or toInterconnectionpointsontheCableSystem. 1.9 "M"means theFederal Communications Commission or any successor agency thereto. 1.10 "Franchise"means thenon-exclusive and revocable authorization or renewal thereoffortheconstruction,operation,upgrade,rebuild or maintenance of a Cable System within the Franchise Area such as is granted by thisOrdinance,whether such authorization is designated as a franchise,license,resolution,contract,certificate,agreementorotherwise.This Franchise isan agreement between theCityofMosesLakeandNorthland. 1.11 "Franchise Area"means the area within thejurisdictionalboundaries of the City of Moses Lake,GrantCounty,Washington,including any areas annexed by Grantor during the term of thisFranchise. 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 allsources,fromtheoperationofGrantee's Cable System to provide Cable Service withinthe Franchise Area."GrossRevenues"shall include,without limitation,allamountsfor all Cable Services,including,but not limitedto,Basic,expanded basic,premium,and pay-per-view services,and installation fees and charges."Gross Revenues"shall also include any revenue received by any Affiliate of Grantee where such revenue in the ordinarycourse of business has been paid to Grantee from the operation of its CableSystemtoprovideCableServicewithintheFranchiseArea."Gross Revenues"shall not includeSubscriberleasedorpurchasedequipmentrelatedtoCableServicereception,advertising sales,customer bad debt,sales taxes,or other taxes,which are collected by Grantee on behalf of and forpaymentto,the local,state or federal government. 1.14 "Headend"means a facilityfor signalreceptionand dissemination on a Cable System,including cables,O antennas,wires,satellite dishes,monitors,switches,modulators,processors and all other relatedequipmentandfacilities. 1.15 "Interconnect"means the provision by Grantee of technical,engineering,physical,and all other necessary components to maintain a physical linkingofGrantee's Cable System and Cable Service oranydesignatedChannelorsignalpathwaythereofwithneighboringCableSystems,so that CableServiceoftechnicallyadequatequalitymaybesentto,and received from,other systems inaccordancewiththisFranchise. 1.16 "Person"means any individual,natural person,sole proprietorship,partnership,association,orcorporation,or anyotherform of entity or organization. 1.17 "School"means any accredited educational institution,public or private,including,but not limited to,primary and secondary Schools,and colleges and universities. Ordinance No.2055 Page 4 1.18 "S_treet"means each ofthe followingwhich have been dedicated tothe public or are hereafter dedicated tothe public and maintained under public authority or by others and located withinthe Franchise Area: Streets,roadways,highways,avenues,lanes,alleys,sidewalks,easements (dedicatedfor compatible uses),rights-of-way and similar public property and areas. 1.19 "Subscriber"means any Person who elects tosubscribe to,for any purpose,Cable Serviceprovided by Grantee by means of,or inconnection with,the Cable System,and whose premises are physicallywired and lawfullyactivated toreceive Cable Servicefrom Grantee's Cable System serving theFranchise Area. A."Commercial Subscriber"which means any Subscriber other than Residential Subscriber. B."Residential Subscriber which means any Person who receives Cable Servíce delivered to single or multipledwelling units,excluding such multiple dwelling unitsbilled on a bulk-billingbasis. 1.20 "Upstream"means the carrying of a transmissionto the Headend from remote points on the Cable System or from Interconnection points on the Cable System. SECTION2.GRANT OF FRANCHISE: 2.1 G_rant: A.Grantor hereby grantsto Grantee a nonexclusiveand revocable authorizationtomake reasonable and lawfuluse ofthe Streets withinthe Franchise Area toconstruct,operate,maintain,reconstruct, replace,upgrade and repaira Cable System for the purpose of providing Cable Services subject to theterms and conditions set forth inthis Franchise. B.This Franchise is intended to convey limited rights and interests only as to those Streets inwhich the Grantor may lawfullyconvey such rights and interests.Itis not a warranty oftitleor interest in any right-of-way;it does not provide the Grantee any interest in any particular location within the right-of-way;and itdoes not conferrights other thanas expressly provided inthe grant hereof.This Franchise does notdeprive the Grantor of any powers,rights or privileges itnow has,ormaylater acquire in the future,touse,perform work on or to regulate theuse of and to control the Grantor's Streets covered by this Franchise,including withoutlimitation the right to perforrn work on its roadways,right-of-way or appurtenant drainagefacilities,including constructing,altering,paving, widening,grading,or excavating thereof. C.This Franchise issubjectto thegeneral lawful police power ofGrantor affecting matters ofmunicipal concern and not merely existing contractual rights of Grantee.Nothing in this Franchise shallbe 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 of the rights-of-way should Grantee provide service other than Cable Service.However,thisFranchise shall not be read as a concession by Grantee thatitneeds authorization to provide service other thanCable Service. E.Grantee promises,as a condition ofexercising theprivileges granted bythisFranchise,Granteewill comply withthe terms and conditions of this Franchise. 2.2 Use ofPublic Streets and Wavs:Subject toGrantor's supervision and control,Grantee may erect,install, construct,repair,replace,reconstruct,and retain in,on,over,under,upon,across,and along the public Streets within the Franchise Area such wires,cables,conductors,ducts,conduits,vaults,amplifiers, pedestals,attachments and other property and equipment as are necessary and appurtenant to the operation of a Cable System for the provision of Cable Service within the Franchise Area.Grantee shall complywithallapplicableconstructioncodes,laws,ordinances,regulationsandprocedures,mustobtain anyand allnecessary permits from the Public Works Department priorto commencing any construction activities.Grantee,throughthis Franchise,is granted extensive and valuable rights tooperate its Cable System for profit using the streets within the Franchise Area in cornpliance with all applicableGrantor construction codes and procedures.As trusteeforthepublic,Grantor is entitled tofair compensation to be paid for these valuable rights throughoutthetermof thisFranchise. 2.3 _D_uratjon: A.The term ofthis Franchise and all rights,privileges,obligations and restrictions pertaining thereto shall be from the effective date of thisFranchise throughMarch 31,2012. B.If Grantee successfully completes an upgrade as set forth in Section 10,and if such upgrade is confirmed by theCity,which confirmationwillnot be unreasonablywithheld,then Grantee shall be entitled to an automaticfive (5)year extensionof the Franchise term (thatis,throughMarch 31, 2017). Ordinance No.2055 Page 5 2.4 Effective Date:The effectivedate ofthisFranchise shall be March 31,2002,unless Grantee fails tofile an unconditional written acceptance of thisFranchise and post the security required by Section5.3hereofbyApril30,2002,inwhich event thisFranchise shallbe nulland void,and anyand all rights of Grantee toownor operate a Cable System within theFranchise Area under this Franchise are hereby terminated. 2.5 Franchise Nonexclusive:This Franchise shallbe nonexclusive,and is subjectto allpriorrights,interests,O agreements,permits,easements or licenses granted byGrantor toany Person touse anyStreet,right-of- way,easement,or property for any purpose whatsoever,including the right of Grantor touse same for anypurpose itdeems fitin connection withits exercise of lawfulpolice power.Grantor may at any timegrantauthorizationtousethepublicrights-of-way for any purpose not incompatible with Grantee'sauthorityunderthisFranchiseandforsuchadditionalFranchisesforCableSystems,as Grantor deemsappropriate,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 kindwith any other Person or entityotherthanthe Grantee toenterintotheGrantor'sStreets for the purpose ofconstructingor operating a Cable System or providingCableServicetoanypartoftheFranchiseAreaorisrequiredtoextendCableServicetoundertheprovisionsofSection11.2 of this Franchise,the material provisionsthereofshall be reasonablycomparabletothosecontainedherein,inorder that one operator not be granted an unfair competitiveadvantageoveranother,and toprovide all parties equal protection under the law. 2.7 Police Powers:Grantee's rightshereunder are subject to the lawful police powers ofGrantor toadoptandenforceordinancesnecessarytothesafety,health,and welfareofthe public,and Grantee agreestocomplywithallapplicablelawsandordinancesenacted,or hereafter enacted,by Grantoror anyotherlegally-constituted governmental unit having lawful jurisdictionover the subject matter hereof.Notwithstanding theforegoing,Grantor agrees itwillnot impose anyregulationpursuant totheCableActnotcontainedhereinduringthetermofthisFranchise.Provided however,in the event of conflictsbetweenprovisionsofthisFranchiseandotherordinancesoftheGrantor,thetermsof thisFranchiseshallprevailexceptastohealthandsafetyissues. 2.8 Relations toOther Provisions of Law:This Franchise and all rights and privileges granted under theFranchisearesubjectto,and the Granteemust exercise all rights inaccordance with,applicable law,as O amended over the Franchise term.However,thisFranchise is a contract,subject only totheGrantor'sexerciseofitspoliceandotherpowersandallapplicablelaw.This Franchise does not confer rights orimmunitiesupontheGranteeotherthanasexpresslyprovidedherein.Grantee does not waive its righttochallengethelawfulnessofaparticularenactment,including on the grounds that a particular action is an unconstitutional impairment ofcontractualrights.The Franchise issued and the Franchise fee paidhereunderareinlieuofanyotherrequiredpermit,authorization,fee,charge or tax,unless expresslystatedherein. 2.9 Effect of Acceptance:By accepting thisFranchise,the Grantee:(1)acknowledgesand accepts theGrantor's legal righttoissue andenforce thisFranchise;(2)accepts and agrees tocomplywith each andeveryprovisionofthisFranchise;and (3)agrees that its willnotraise any claim tothecontrary. SECTION 3.FRANCHISE FEE AND FINANCIALCONTROLS 3.1 Franchise Fee:As compensation for the benefits and privileges granted underthis Franchise and inconsiderationofpermissiontouseGrantor's Streets,Grantee shall pay as a Franchise fee toGrantor,throughoutthe duration of this Franchise,an amount equal to five percent (5%)of Grantee's GrossRevenues.Accrual of such Franchise fees shall commence as oftheeffectivedate ofthisFranchise.TheFranchisefeesareinadditiontoallotherfees,assessments,taxesor payments ofgeneral applicabilitythattheGranteemayberequiredtopayunderanyfederalor,state law and are in lieu ofallother fees,assessments,taxes or payments ofgeneral applicabilitythattheGrantee may be required topay underanyCityorotherlocallaw. 3.2 Payments:Grantee's Franchise fee payments to Grantor shall be computed monthly.Each monthlypaymentshallbedueandpayablenolaterthanthirty(30)days after the last day ofthe preceding month. 3.3 Acceptance of Payment and Recomputation:No acceptance ofanypayment shallbe construed as anOaccordbyGrantorthattheamountpaidis,in fact,the correct amount,nor shall any acceptance ofpaymentsbeconstruedasareleaseofanyclaimGrantormayhaveforfurtheroradditionalsumspayableorfortheperformanceofanyotherobligationofGrantee. 3.4 Monthly Franchise Fee Reports:Each payment shall be accompanied by a written report to Grantor,containingan accuratestatement insummarized form,as wellas indetail,of Grantee's Gross Revenuesandthecomputationofthepaymentamount 3.5 m:Onan annual basis,upon thirty(30)days'priorwritten notice,at Grantor's sole costand expense(exceptasexpresslyprovidedbelow),Grantorshallhavetherighttoconductanindependentauditduring normalbusiness hours of Grantee's records reasonably related tothe administration or enforcementofthisFranchise,in accordance with generallyaccepted accounting principles.The City may hire anindependentcertifiedpublicaccountanttoaudittheGrantee's financial records,in which case the Ordinance No.2055 Page 6 Grantee shallprovide copies ofallnecessary records tothecertifiedpublic accountant.Iftheaudit shows that Franchise fees have been underpaidbyfivepercent (S%)or more,Grantee shallpay the reasonable fees ofthe independent certified public accountant withinthirty(30)days from receipt ofthe audit results. Ifsuch auditreflects anoverpayment,Grantor refund such overpaymentto Granteewithinthirty(30)days ofthe auditresults.Anysuch audit shalltakeplace within thirty-six(36)months followingthe respective calendar year and for recordsthereofin question. 3.6 Interest on Late Payments:In the event that a Franchise fee payment orothersum is not received by the Grantor on orbefore the due date,or is underpaid,the Grantee shall pay inaddition tothe payment, orsumdue,interest from thedue date ata rate equal tothe interest rate specified forjudgmentsentered in the Superior Court of the State of Washington. 3.7 Alternative Remedies:Ifany Section,subsection,paragraph,term or provision of thisFranchise or any ordinance,law,or document incorporated herein by reference is held by acourtofcompetentjurisdiction tobe invalid,unconstitutional or unenforceable,such holding shall be confined in its operation to the Section,subsection,paragraph,termor provisiondirectly involved in thecontroversyin whichsuch holdingshall have been rendered and shall not in any way affect the validity of any other Section, subsection,paragraph,term or provision hereof. 3.8 Additional Commitments Not Franchise Fees:No term or condition inthis Franchise shall inany way modify or affect Grantee's obligation to pay Franchise fees to Grantor.Although the total sum of Franchise fee payments and additionalcommitments setforthelsewhereinthisFranchise (e.g.business license fee)may totalmore than fivepercent (5%)of Grantee's Gross Revenues inany 12-month period, Grantee agrees that theadditionalcommitmentsherein are not Franchise fees as defined under any federal law,norare theyto be offset or credited against any Franchise fee payments due to Grantor. 3.9 Costs of Publication:Grantee shall pay the reasonable cost of newspaper notices and publícation pertaining tothis Franchise and any amendments thereto,as such notice or publication is reasonably required by Grantor or applicable law. 3.10 Paymenton Termination:IfthisFranchise terminatesforany reason,theGrantee shallfilewiththe City within ninety(90)calendar days of the date of thetermination,a financial statement,certifiedby a declaration or affidavitofan officerof theGrantee,showingtheGross Revenues received bythe Grantee since the end of the previous fiscal year.The City reserves the right to satisfy any remaining financial obligations oftheGrantee to the City byutilizingthefunds availablepursuant tosecurityprovided by the Grantee in accordance withSection 5. SECTION 4.ADMINISTRATIONANDREGULATION 4.1 Authoritv:Grantor is vested with the power and righttoregulate theexercise of the privileges permitted by this Franchise inthe public interest,or todelegate that power and right,or any part thereof,to the extentpermitted under state and local law,toany agent,in its sole discretion, 4.2 Rates and Charges:AIIofGrantee's rates and charges related toor regarding Cable Service shall be subject toregulation by Grantortothe fullextent authorizedby applicable federal,state and local laws. 4.3 Rate Discrimination:AIIof Grantee's rates and charges shall be published (inthe form ofa publicly available rate card),and shall be nondiscriminatory asto allPersons and organizationsofsimilar classes, under similar circumstances andconditions,Grantee shall apply its rates in accordance with governing law,withsimilar rates and charges for allSubscribers receivingsimilarCableService,without regard to race,color,familial,ethnic or national origin,religion,age,sex,sexual orientation,marital,militaryor economicstatus,or physical or mentaldisability,or geographiclocation intheFranchise Area.Grantee shall provide equivalentCable Service toallResidential Subscribers at similar rates and toCommercial Subscribers as authorized by applicablelaws.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 tosenior citizens or economically disadvantaged citizens; C.Granteefrom establishing different and nondiscriminatoryrates and charges andclasses of service for commercial customers,as well as different nondiscriminatorymonthly rates for classes of commercial customers as allowable by federal law and regulations;or D Grantee from establishing different and nondiscriminatory rates and charges for residential Subscribers as allowableby federal law and regulations. 4.4 FilinaofRates and Charges: A.Uponwrittenrequest,notmorefrequent thanmonthly,Grantee shall provide toGrantor a complete schedule of applicable rates and charges for Cable Service provided under thisFranchise.Nothing in thissubsection shall be construedto require Grantee to file rates and charges under temporary OrdinanceNo.2055 Page 7 reductions orwaivers of rates and charges inconjunction withpromotional campaignsprovided thatGranteeshallmakereasonableeffortstonotifyGrantorinwritinginadvanceofsuchpromotions. B.Grantee shall provide upon written or faxed request from Grantor a complete schedule of currentratesandchargesforanyandallLeasedAccessChannels,or portions ofsuch Channels,providedbyGrantee, O 4.5 Time LimitsStrictly Construed:Whenever thisFranchise sets forth a timefor anyact tobe performedbyGrantee,such timeshall bedeemed tobe oftheessence,and anyfailureofGranteetoperform withintheallottedtimemaybeconsideredamaterialviolationofthisFranchiseandsufficientgroundsforGrantortoinvokeanyrelevantprovisionofthisFranchise,subject tothe notice and cure provisions ofSection14.However,inthe event thatGrantee is prevented ordelayed intheperformance of any of itsobligationsunderthisFranchisebyreasonbeyondthereasonablecontrolofGrantee,such as acts ofGod(forexample,floods,tornadoes,earthquakes,power outages,strikes orwalkouts,technicalfailures or unusually severe weather conditions),Grantee's performance shall be excused during the forcemajeureoccurrenceandGranteethereaftershall,underthe circumstances,promptlyperform theaffectedobligationsunderthisFranchiseorprocureasubstituteforsuchobligationwhichisreasonablysatisfactorytoGrantor.Grantee shallnot be excused by mere economic hardship nor by misfeasance or malfeasance of its directors,officers or employees. 4.6 Performance Evaluation Sessions: A.Citymay hold upon no less thanninety (90)days writtennoticetoGrantee and nomore frequentlythanoncepercalendaryearregularperformanceevaluationsessionsuponthesixty(60)and onehundredtwenty(120)month anniversarydates of the effective date of this Franchise.Allsuch evaluationsessions shallbe conducted byCity and Grantee jointly. B.Special evaluation sessions may be held at anytimeby City during the termofthis Franchise uponthesamenoticeasspecifiedinSubsection(A). C.AIIregular evaluation sessions shallbe open to the public and announced at least one week inadvanceinanewspaperofgeneralcirculationintheFranchiseArea. O D.Evaluation sessions shalldeal with theGrantee's performance of theterms and conditions oftheFranchiseandcompliancewithstateandfederallawsandregulations. E.As part ofthe performanceevaluation session,Grantee shall submitto theCity a plant surveyreport,or map,reasonablyacceptabletotheCitywhichincludes a description oftheportions of theFranchiseAreathatarecabledandhaveallCableServicesavailable,including thoseareas wherethesystemhasbeenupgradedpursuanttoSection10ofthisFranchiseifsorequestedbytheCity.Suchreportshall also include thenumber ofmilesand location ofoverhead and underground cableplantIftheCityhasreasontobelievethataportionoralloftheCableSystemdoesnotmeettheapplicableFCCtechnicalstandards,the City,at its expense,retains theright toappointa qualifiedindependentengineertoevaluateandverifythetechnicalperformanceoftheCableSystem;provided,Grantor promptly provides Granteewitha copy ofsuch report,at Grantee's cost,and thatGranteehasarepresentativepresentduringanysuchevaluationandverification. F.During evaluations under thisSection,Grantee shall cooperate with City and shall providesuchinformationanddocumentsthathavebeenfiledwiththeFCCwithinthemostrecentthreeyearperiod. SECTION 5.FINANCIALAND INSURANCE REQUIREMENTS 5.1 Insurance Reguirements: A.General Requirement.Grantee must have adequate insurance during the entire term of thisFranchisetoprotectagainstclaimsforinjuriestoPersonsordamagestopropertywhichinanywayrelateto,arise from,or are connected with this Franchise or involve Grantee,its agents,representatives,contractors,subcontractors and theiremployees. O BInitial Insurance Limits.Grantee must keep insurance in effect in accordance with the minimuminsurancelimitshereinsetforthbytheGrantorfromtimetotime.The Grantee shallobtain policies forthefollowinginitialminimuminsurancelimits: 1.Commercial General Liability:Two-million dollars ($2,000,000)combinedsinglelimitper occurrenceforbodilyinjury,personal injury,and property damage,and for those policies withaggregate limits, a two-and-one-halfmilliondollars ($2,500,000)aggregate limit; 2.Automobile Liability:Two-milliondollars ($2,000,000)combinedsingle limitper accident for bodilyinjuryandpropertydamage;and 3.Employer's Liability:Two-milliondollars ($2,000,000). Ordinance No.2055 Page 8 5.2 Indemnification A.Scope of Indemnity.Grantee shall,at its sole cost and expense,indemnify,hold harmless,and defend the Grantor and itsofficers,boards,commissions,agents,and employeesagainst any and allclaims,including,but not limited to,thirdparty claims,suits,causes of action,proceedings,and judgmentsfordamages orequitable relief (the"Claims")solelytotheextent theClaims arise out of Grantee's or Grantee's agent's negligentacts or negligent omissions;provided,however,the Grantee willnot be obligated toindemnify Grantor oritsofficers,commissions,agents,oremployees should Grantorintervene inany proceeding regarding the grant of thisFranchise.This indemnity provision shallinclude damages and liabilities,ifand totheextent such damages and liabilitiesare a result ofGrantee's or Grantee's agent's negligent acts or negligent omissions. B.Dutvto Give Notice and Tender Defense.The Grantor shall give the Grantee written notice within five (5)days ofreceivingany claim or of thecommencementofany action,suit or other proceeding covered by the indemnity in this Section.Failure of Grantor to provide such notice shall result in waiverof Grantee's indemnification obligationswithrespect tosuch action;suit orother proceeding otherwise coveredby the indemnity in thisSection.Intheeventany such claim arises,the Grantor or any other indemnified party,as defined bythis Franchise,shall tender thedefense thereofto the Grantee and theGrantee shallhave the obligationand duty todefend,settle or compromise any claims arising thereunder,and theGrantor shall cooperate fullytherein.Grantee shall accept or decline the tenderwithin ten(10)days of its receiptofthe written noticedescribed above.Inthe eventthattheGrantee declines defense oftheclaim inviolation ofthisSection5.2,the Grantormay defend such claim andseek recovery from Grantee its reasonable expenses for attorneys'fees and otherexpenses,including expertwitness fees,incurred byGrantor fordefense and inseeking such recovery. 5.3 The provisions ofSection 5.2 shall applyto claimsbyGrantee's own employees and the employees of Grantee's agents,representatives,contractors,and subcontractorsto which Grantee might otherwise be immune under Title 51 RCW.This waiver of immunity under Title 51 RCW has been mutually negotiated by the parties hereto,and Grantee acknowledgesthatthe City would not enter into this Franchise without Grantee's waiver thereof. 5.4 Performance Bond:Upon or before the effective date of thisFranchise,Grantee shall obtain and maintain during the entire termofthisFranchise,includingany extensionsor renewals thereof,at its own cost and expense,a performance bond that shall be filed withthe Grantor in the amount of fifteen thousand dollars ($15,000)as guarantee for the faithful performance by it ofallthe provisions ofthis Franchise.Such bondshall be reviewed at the endof sixty (60)months.The amountof thebond shall be setfor the remainder of the Franchise term at the greater of fifteen thousand dollars ($15,000)or the amountof franchisefees paid in the sixtieth month. SECTION 6.CUSTOMER SERVICE 6.1 Customer Service Standards:The Grantee shall reasonably meet or exceed any customer service standards adopted by theFCC so long as theyare commercially reasonable, 6.2 Subscriber Privacy:Grantee willcomply with privacyrights of Subscribers inaccordance with federal and state law. 6.3 Local Office:Throughout the Franchise term,the Grantee must maintain,at a minimum,one (1) customerservice center located in Grant County withinten miles of Moses Lake's city limitswhich will be openduring normal business hours to provide Subscribers the opportunity for the receiptand pickup of Subscriber equipmentand for billpayments and complaints.Grantee shall maintain telephones and other equipment so thatcustomercomplaintsand service requests can be received by Grantee on a 24- hour basis at a toll-freetelephonenumber. 6.4 Emergency Broadcast:The Grantee shall cooperate totheextentrequiredby FCC rule ortheCable Act with Grant County Emergency Services (GCES)or its successor agencyto accommodate Emergency Alert System information or otherinformation theGCES deems appropriate to be broadcast overthe Grantee's system compatible withGrantee's equipment. SECTION 7.REPORTS ANDRECORDS 7.1 Open Records A.Granteeshallmanage allof its operations inaccordance with a policyof keeping its documents and records open and accessible toCity.City shall have access to,and the right to inspect,anybooks and records of Grantee,whichare reasonably related and necessary to the administration or enforcementofthetermsofthisFranchise.Grantee shall not deny Cityaccess toany such records of Grantee on the basis that Grantee's records are under thecontrol of any parent corporation, affiliated entity or a thirdpartyrelated tothisFranchise.Citymay,in writing,request copiesof any such records or books and Grantee shall provide such copies within thirty(30)days of the transmittalof such request,One copy of all reportsand records required under this or any other Section shall be furnished to City at the sole expense of Grantee.Ifthe requested books and Ordinance No.2055 Page 9 records are toovoluminous,orforsecurityreasons cannotbe copiedorremoved,thenGrantee mayrequest,inwritingwithinten (10)days,that Cityinspect them at one ofGrantee's local area offices.Ifany books or records of Grantee are not kept in a local area officeand not made available incopiestoCityuponwrittenrequestassetforthabove,and if City reasonably determines thatanexaminationofsuchrecordsisnecessaryorappropriatetotheperformanceofanyofCity's duties,administrationor enforcement of thisFranchise,thenallreasonable travel expenses incurred in making such examination shall be paid byGrantee.Ifany books or records of Grantee are not keptOinalocaloffice,Grantee willprovide orotherwise 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 theright to review a full and complete set of plans,records and "as built"maps in the Grantee's possession showingtheexactlocationofallCableSystemequipmentinstalledorinuseintheFranchiseArea,exclusiveofelectronics,Subscriber drops and equipment provided inSubscribers'homes.These maps shallbemaintainedinastandardformatandmediumagreeduponbytheCityandtheGrantee. 7.2 Confidentiality:Cityagrees totreatas confidentialanybooks and recordsthatconstituteproprietary orconfidentialinformationunderfederalorstatelaw,totheextent Grantee makes City aware of suchconfidentiality.Grantee shall be responsible for clearly and conspicuously stamping the word"Confidential"on each document thatcontains confidential or proprietary information,and shall provide a briefwritten explanation as towhy such information is confidentialunder state or federal law.IfCityreceivesademandfromanyPersonfordisclosureofanyinformationdesignatedbyGranteeasconfidential,City shall,so far as consistent with applicable law,advise Grantee in advance so thatGranteemaytakeappropriatestepstoprotectitsinterestsandprovideGranteewithacopyofanywrittenrequestbythepartydemandingaccesstosuchinformationwithinareasonabletime.Untilotherwiseorderedbyacourtoragencyofcompetentjurisdiction,Cityagrees that,totheextent permitted bystateandfederallaw,itshall deny access toanyofGrantee's books and records markedconfidentialas setforthabovetoanyPerson. 7.3 Complaint File:Grantee shall keep an accurate and comprehensive fileof any and all complaintsregardingtheCableSystemasrequiredbytheFCC. 7.4 Inspection of Facilities:Grantor may,at its own cost and expense,inspect upon reasonable written O request any of Grantee's facilities and equipment to confirm performance under thisFranchise at anytimeuponatleastfive(5)business days notice,or,incase ofan emergency,upon demand without priornotice. 7.5 False Statements:Any intentional false or misleading statement orrepresentation inanyreportrequiredbythisFranchisemaybedeemedamaterialviolationofthisFranchiseandmaysubjectGranteetoallremedies,legal or equitable,which are available to Cityunder thisFranchise 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 atleastthefollowingbroadcategoriesofprogrammingtotheextentsuchcategoriesarecommercially reasonably available: 1.Educational programming; 2.Washington State news and information; 3.Sports; 4.General entertainment(includingmovies);5.Children/family-oriented; 6.Arts,cultureand performing arts;7.Foreign language; 8.Scienceldocumentary; 9.Weather information; 10.Programming addressed to diverse ethnic and minority interests inthe Franchise Area;and11.National,state,and local government affairs. B.Grantee shallnot delete any broad category of programming within its control. C.The parties expressly agree thatthe programming described in Section 8.1 (A)represent broadcategoriesofvideoprogrammingwithinthemeaningof47U.S.C.544(b)(2)(B),as may beamendedfromtimetotime. 8.2 Parental Control Device:Upon request by any Subscriber,Grantee shall make available a parentalcontrolorlockoutdevice;traps orfilters toenable a Subscriber tocontrol access toboth the audio andvideoportionsofanyorallChannels.Grantee shall inform itsSubscribers oftheavailabilityofthelockoutdeviceatthetimeoftheirînitialsubscriptionandannuallythereafter. Ordinance No.2055 Page 10 8.3 Leased Access Channels:Grantee shall comply withthe FCC's rules and regulations regarding Leased Access Channels. 8.4 Continuity of Service: A.It shall be the rightofall Subscribers to continuetoreceive Cable Service from Grantee insofar as theirfinancial and other obligationsto Grantee are satisfiedand Grantee continues to serve the Franchise Area.Subject to the force rnajeure provisions of this Franchise,Grantee shall use commercially reasonable efforts to ensure that allSubscribers receive continuous,uninterrupted Cable Service. B.In the event of a change in ownership,or in the event a new Cable Operator acquires the Cable System in accordance with this Franchise,Grantee shall reasonably cooperate with Grantor and such newCable Operator in maintaining continuityofservice toall Subscribers. 8.5 Community Programming Needs:Atthewritten request ofthe Mayor,but no morethantwiceduring the termofthisFranchise,ninety (90)days after a Performance evaluation session as provided in Section 4.6,theGrantee mayfumish toallSubscribers along with theirmonthly servicestatement,a listof broad categoriesofprogramming,and otherservices available to Grantee.The menu may be in theformat of a mailback surveyfor determination of the Subscriber's programming preference.The results of the survey are to be provided theCityas soon as commerciallypractical bytheGrantee with any proposed change(s)in programming. 8.6 Service for Disabled:To the extent technicallyfeasible and in accordance withFCC requirements, Grantee shall retransmitall closed-captioned signals made available byprogrammers inconjunction with programming initsline-up and which are providedinorder to facilitate viewingby handicapped persons. Grantee shall complywiththeAmericans with Disabilities Act,any amendments thereto and any other applicablefederal,state orlocallaws orregulations.To theextent technicallyfeasible and inaccordance with FCC requirements,Grantee shall maintain the necessary head-end equipment to make Second Audio Program (SAP)features availabletoSubscribers.Grantee's obligationsunder thissubsection do not extendto providing customer premises equipment. SECTION 9.GENERAL STREETUSE AND CONSTRUCTION 9.1 Construction: A.Subject to applicable laws,regulations and ordinances of Grantor and the provisions of this Franchise,Grantee may perform allconstruction necessary for the operation ofits Cable System. AIIconstruction and maintenance ofanyand allfacilities within Streets incident toGrantee's Cable System shall,regardless of who performs the construction,be and remain Grantee's responsibility. Grantee shallapplyfor,and obtain,allpermits necessary for construction or installation of any facilities,and for excavating and laying any facilities within the Streets.Grantee shall pay,prior to issuance,allapplicablefees of the requisite constructionpermits. B.Priorto beginning any construction,Grantee shallprovideGrantor witha construction schedule for work intheStreets.Allconstructionshall be performed incompliancewith this Franchise.When obtaininga permit,Grantee shall inquire aboutother construction currently in progress,planned or proposed,inordertoinvestigate thoroughlyallopportunitiesforjointtrenchingor boring.Whenever it is possible and reasonably practicable tojointtrenchor share bores or cuts,Grantee shall work withother 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 theone call locator service priorto performing anyexcavation in the Grantor's Streets. 9.3 Relocation:Grantor shall have therighttoreasonably require Grantee tochange thelocation ofany 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 bythedate reasonably establishedby Grantor,Grantor may effect such removal or relocation, and theexpense thereofshall be paid byGrantee,includingall reasonable costs and expenses incurred by Grantor due toGrantee's delay.IfGrantor requires Grantee to relocate its facilities located within the Streets,Grantor shall make a reasonable effort to provide Grantee with an alternate location within the Streets. 9.4 Restoration of Streets: A.Whenever Grantee disturbs the surface of any Street for any purpose,Grantee shall promptly restore the Street toat least its prior condition. B.Allof Grantee's work under thisFranchise,and thisSection in particular,shall be done in strict compliancewith this Franchise rules,regulations and ordinances of Grantor.Prior tomaking any Street or right-of-way cuts or openings,Grantee shallprovide written noticetoGrantor. Ordinance No.2055Page11 9.5 Maintenance and Workmanship: A.Grantee's CableSystemshallbeconstructedand maintained insuch manner as notto interfere with sewers,water pipes,or any other property of Grantor,or with any other pipes,wires,conduits,pedestals,structures,equipmentor other facilities thatmay have been laid in the Streets by,orunder,Grantor'sauthority. O B.Grantee shall provide and use any equipment necessary to controland carry Grantee's CableSystemsignalssoastopreventinjurytoGrantor's property or property belonging toany Person.Grantee,at its own expense,shall repair,change and improve its facilities tokeep them in goodrepair,and safe and reasonably presentable condition. 9.6 Reservation of GrantorStreet Rights:Nothing inthisFranchise shallprevent Grantor orutilitiesowned,maintainedoroperated by public entitiesother thanGrantor,from constructing sewers;grading,paving,repairing or altering anyStreet;repairing or removingwater mains;orconstructingor establishinganyotherpublicworkorimprovement.Allsuch workshall be done,insofar as practicable,so as not toobstruct,injureor prevent theuse andoperation of Grantee's Cable System.However,ifanyof Grantee'sCableSysteminterfereswiththeconstructionorrepairofanyStreetorpublicimprovement,includingconstruction,repair or removal ofa sewer or water main,Grantee's Cable System shall be relocated inaccordancewith9.3. 9.7 Use ofConduitsby Grantor:The Grantee and the Cityshall grant to each other,free of expense,jointuseofanyandallpoles,ducts,conduitsor equipmentin thestreets or other public places owned byeitherpartyforanyproperpurpose,insofar as thesame maybe done withoutinterfering withtheuse andenjoymentofeitherparty's ownwiresand other facilitiesand provided thatall such jointuse shallbe infullcompliancewithallrules,regulations,requirements andconditionsofthe National Electrical SafetyCodepreparedbytheNationalBureauofStandards,theNational Electrical Code oftheNational BoardofFireUnderwritersaffectingelectricalinstallationswhichmaybepresentlyineffectorfutureamendmentstheretoaswellasbeingsubjecttotheCity's obligations to any other franchise holder withwhichitmayhaveasimilarjointuseagreementAdditionally,theCitymayinstall or affixand maintainwiresandequipmentownedbytheCityformunicipalpurposesinoruponGrantee's equipment intheStreetsandotherpublicplaceswithoutchargetotheCity,to the extent space therein or thereonisreasonablyavailable,and pursuantto allapplicable CityOrdinancesand Codes.Forthe purposes ofthis O Subsection 9.7,"municipalpurposes"includes,but is not limited to,the use of the structures andinstallationsbyGrantorforfire,police,traffic,water,telephone,or signal systems,but not for CableSystempurposesincompetitionwithGrantee.Grantee shall not deduct the value of such use of itsfacilitiesfromitsFranchisefeespayabletoGrantor. 9.8 StreetVacation:Ifany Street or portion thereofused by Grantee is vacated by Grantor during thetermofthisFranchise,unless Grantor specifically reserves to Grantee the righttocontinue its installation inthevacatedStreet,Grantee shallwiththirty(30)day writtennoticeand without expense to Grantoreitherremoveitsfacilitiesfromsuchstreetsandrestorestreetinaccordancewith9.4 or negotiate anarrangementwiththeownerorcontrollerofthevacatedStreetapartfromthisFranchise. 9.9 Discontinuinq Use of Facilities:Whenever Grantee discontinues using any facility within theStreets,Grantee shallprovide written notice to Grantor'swith a complete description ofthefacilityand thedate onwhich Grantee intends todiscontinue usingthefacility.Grantee mayremove thefacilityorrequestthatGrantorallowittoremaininplace.Notwithstanding Grantee's request that any such facility remain inplace,Grantormayrequire Grantee toremove the facilityfrom theStreet or modify thefacilitytoprotectthepublichealth,welfare,safety,and convenience,or otherwiseserve thepublicinterest.Grantor mayrequireGranteetoperformacombinationofmodificationandremovalofthefacility.Grantee shallcompletesuchremovalormodificationinaccordancewithascheduleapprovedbyGrantor.UntilsuchtimeasGranteeremovesormodifiesthefacility,or untilthe rights toand responsibilityfor thefacilityareacceptedbyanotherPersonhavingauthoritytoconstructandmaintainsuchfacility,Grantee shall beresponsibleforallnecessaryrepairsandrelocationsofthefacility,as wellas maintenance ofthe Street,inthe same manner and degree as ifthe facilitywere in active use,and Grantee shall retain all liabilityforsuchfacility.If Grantee abandons its facilities,Grantor may choose to use such facilities for anypurposewhatsoeverincluding,but not limited to,public,governmental or educational purposes.ForpurposesofthisSection9.9,"abandons"shall have the meaning set forth in Section 15.1 of thisFranchise. 9.10 Hazardous Substances: AGrantee shall comply withall applicable local,state and federal laws,statutes,regulations and ordersconcerninghazardoussubstancesrelatingtoGrantee's Cable System in the Streets. B.Granteeshall maintain andinspect its Cable System located inthe Streets.Upon reasonablewrittennoticetoGrantee,Grantor and Grantee may jointlyinspect Grantee's facilities in the Streets todetermineifanyreleaseofhazardoussubstanceshasoccurred,or may occur,from or related toGrantee's Cable System.Inremoving ormodifyingGrantee's facilities as provided inthisFranchise,Grantee shall also removeallresidues of hazardous substances related thereto. Ordinance No.2055 Page 12 9.11 Undergroundinqof Cable: A.W_iëng: 1.Where electric,telephoneorother utilityorotherthirdparty wiring is installed underground at the timeof Cable System construction,orwhen such wiringis subsequently placed underground,a11 Cable System lines or wiring and equipment shall also be placed underground on a nondiscriminatory basis withotherwireline serviceat no additional expense totheGrantor.Related Cable System equipment such as pedestals must be placed in accordance withapplicable Code requirementsand underground utilityrules as reasonably interpreted bytheGrantor's Director of Public Works.Inareas where electric,telephoneorother utilityorotherthirdparty wiring is aerial, the Grantee may install aerial cable,except when a property owner or resident requests undergroundinstallation and agrees to bear and pre-pay the 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 in any manner on specific utility poles or equipment or any other Person without their permission except totheextentpermitted under applicable federal and state law. B.Repair and Restoration of Property: 1.The Grantee shallprotectpublic and private property from damage by its Cable System.Ifdamage occurs the Grantee shall promptlynotify the propertyowner within twenty-four(24)hours of its knowledge ofsuch damage inwriting or inperson. 2.Ifpublic or private propertyis disturbed or damaged by Grantee,the Grantee shall restore the property toitsformer condition,normal wear and tearexcepted.Public right-of-way shall be repaired and restored in accordance with Section 9.4.Private property must be restored promptly, considering the nature of the work that must be performed and in no event later than five (5) business days. 3.Prior toentering onto private propertytoconstruct,operate or repair its Cable System where the property owner has not requested such construction,operationor repair,Grantee shall give the Person residing on or using thepropertyadequate written notice (suchas a door hanger which clearlyidentifies the anticipatedconstruction)thatit intends towork on theproperty,a description ofthework itintends to perform and a name and phone numberthe Person can call to protest or seek modificationof thework.Work shall be done in a manner thatcauses the least interference with the rights and reasonableconvenience of property owners,residents and users. C.Movementof Cable System For and BvGrantor:Tothe extent necessary,theGrantor may remove, replace,modifyor disconnect Grantee's facilities and equipment located in the publicright-of-way oron any other property of theGrantor inthecase of fire,disaster,or otheremergency,orwhen a project oractivityof the Grantor's makes theremoval,replacement,modification or disconnection necessaryor less expensive fortheGrantor.Except during an emergency,theGrantor shallprovide reasonable written notice toGrantee 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 facilities or equipment within any public right-of- way,or on any otherpropertyof theGrantor,exceptthat the Grantor shallprovide at least sixty(60) days'written notice of any major capital improvement projectwhich would requirethe removal, replacement,modificationor disconnection of Grantee's facilities or equipment.IftheGranteefails to complete this work within thetimeprescribed and tothe Grantor's reasonable satisfaction,the Grantor may cause such work to be done and billthe cost ofthe work tothe Grantee.Withinthirty (30)days of receipt of an itemized listofthose reasonable costs,theGrantee shall pay the Grantor. D.Movement forOther Franchise Holders:Ifany removal,replacement,modification or disconnection is required to accommodate the construction,operation or repair of the facilities or equipment of another Franchise holder,Grantee shall,afterat least thirty(30)days'advance written notice,take actionto effectthenecessary changes requested bytheresponsible entityatthe responsibleentity's sole and pre-paid cost and expense. E.Movement for Other Permittees:At the request of any Person holding a valid permit and upon reasonable advance notice,Grantee shall temporarilyraise,Ioweror remove itswiresas necessary topermit the moving ofa building,vehicle,equipment or otheritem.The permitholder mustpay the expense of such temporary changes,and Grantee may require a reasonable deposit of the estimated payment in advance. F.Tree Trimming:Subject toacquiring priorwrittenpermission ofthe City,the Grantee shall have the authoritybut notthe obligationtotrimtrees thatoverhanga public right-of-way ofthe City so as to prevent thebranchesof such treesfrom comingincontactwithitsCable System,inaccordance with applicablecodes and regulations and accepted professionaltreetrimmingpractices;provided that Ordinance No.2055 Page 13 in an emergency situation Grantee may trimtrees to protect its facilities in whichcircumstancewrittennoticeofthatthetrimmingoccurredshallbedeliveredtoGrantor. 9.12 Codes:Grantee shall strictly adhere to all building and zoningcodes in effect at thetimeof applicable construction.Granteeshall arrange its lines,cables and otherappurtenances,on both public and privateproperty,in such a manner as to not cause unreasonable interference withthe use of said public orprivatepropertybyanyPerson.Intheevent of such interference,Grantor may require theremoval orrelocationofGrantee's lines,cables and otherappurtenances from the property inquestion. 9.13 Standards: A.AIIwork authorizedand required hereunder shall be done in a safe,thoroughand workmanlike manner.The Grantee must comply withallsafety requirements,rules and practices and employ all necessary devices as required by applicable law during construction,operation and repair of itsCableSystem.Byway of illustration and not limitation,the Grantee must complywiththeNationalElectricCode,National Electrical Safety Code and Occupational Safety and Health Administration(OSHA)Standards. B.Grantee shall ensure thatthedrops are properly bonded totheelectrical power ground atthe home,consistent with the requirements of theNational Electric Code and the National Electrical SafetyCode.AIInon-conforming or non-performing drops shall be replaced byGrantee as necessary. SECTION 10.MEANS OF FRANCHISE TERM EXTENSION A.Design. 1.Grantee has determined thatan appropriate design plan forCable System upgrade inthe FranchiseAreawillincludethefollowingcomponents,which Grantee willprovide and construct,in order totakeadvantageofthefive(5)year automatic extension ofthe Franchise termas provided inSection2.3 hereof: a.The System will utilizehybrid fiber/coax architecture.This willutilize deployment of fiber opticcablethroughoutthoseportionsoftheSystemtobeupgraded.The upgraded plantwilltieinto a hybrid fiber/coaxial Cable System already serving Subscribers. b.The System willserve no more than 1,500 customers per fiber node. c.Allactive electronics willbe at minimum 550 MHZ capable equipment, d.Allpassive devices will pass a minimum bandwidth of 550 MHZ. e.Upon completionof the upgrade,the Cable System shall be capable of delivering at least seventy-seven (77)analog and/or digital Channels of video programming services toSubscribers. f.As designed,upgraded and maintained,thefacilities andequipmenton theCable System mustbeabletodeliverhighqualitysignalsthatmeet,or exceed,FCC technicalquality standards.The upgrade shall be completedon or before theend of theseventh (7)year ofthe current ten(10)year term.The upgraded Cable System will be capable of supporting addressableequipmentthroughouttheSystemandshallenabletheprovisionofdigitallycompressedvideoservices.Grantee's upgraded Subscriber network shall,at all times,meet or exceed theminimumsystemdesignandperformancespecificationsrequiredbytheFCC. B.Svstem Functionality: 1.Itis the intent of theparties toprovide for a process that provides theGrantor withan opportunitytoconfirmtheCableSystemdesignandfunctionalityandensuretheCableSystemmeetsthespecificationsdescribedherein.Grantee agrees that itshall provide Grantor,upon written request,information thatmeasures the relevant performance and functionality criteriaoftheCable SystemthatisgeneratedthroughtheGrantee's established assurance procedures. 2.At least sixty (60)days before the upgrade ofthe Cable System begins,Grantee shallprovide theGrantorwithaproposedtimelinefortheupgradeandanopportunitytoreviewtheproposedsystemdesignplanconsistentwithGrantee's obligations as described in section 10(A)The Grantor shallindicate,inwriting,to Grantee,within thirty(30)days of the receipt and review of materials,as toanyaspectsofthetimelineand/or design plan Grantor believes are inconsistent with therequirementssetforthhereininSection10(A)Grantee shall respond withinthirty(30)days totheGrantortoresolveanyinconsistencies. 3.Grantee and Grantor may meet to discuss the progress of the upgrade and work cooperatively tospeedtheconstruction(e.g.by discussing any problems in obtaining permits)and tominimizetheimpactuponSubscribers.At each meeting,Grantee willprovidea progress reporton theupgradedetailingitsprogressinsatisfyingtherequirementsofthisSection. Ordinance No.2055 Page 14 4.Grantee willtake prompt corrective action if itfinds that ant facilities or equipment on the Cable System are notoperatingas expected,or if it finds thatfacilitiesand equipment do not comply with therequirements of thisFranchise or applicablelaw. C.Timing ofConstruction:Grantee'sdecisions on constructing plantforservice fromeach hub or node shall be based solely upon legitimate engineering decisions and cost analysisand shall nottake into considerationthe 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 todetermine compliance withthe provisions of applicable FCC technical standards.Representatives ofGrantor may witness tests,and any written test reports filedwith theFCC may be made available to Grantor upon reasonable written request. As required by FCC Rules,Grantee shall conduct proof of performance testsand cumulative leakage index testsdesigned todemonstrate compliance with FCC requirernents.Grantee shall provide Grantor copies of theresults of such tests thatare filed with the FCCupon written request, SECTION 12.SERVICE EXTENSION,CONSTRUCTION,AND INTERCONNECTION 12.1 Equivalent Service:Itis Grantee's general policythatall residential dwelling unitsinthe Franchise Area served by Grantee's Cable System have equivalent availabilityto Cable Service from Grantee's Cable System under nondiscriminatory rates and reasonable terms and conditions. 12.2 Service Availability: A.With respect to aerial line extensions,Grantee shall extend energized cable from any existing terminus of trunkcable of its Cable System to any area in the City in which aerial power and telephoneutilityservices are availableand which has a density ofat least eight(8)DwellingUnits along one-quarter (1/4)of a linear mileof cable,provided that the Dwelling Unit nearest to the existingterminusoftrunkcable ofthe Cable System is situated no morethanone-eighth (1/8)of a linear mile of cable fromthe existing terminusof trunkcableof the Cable System. B.With respect to underground line extensions,Grantee shall extend energized cable from any existing terminusof trunkcable of its CableSystem to any area in the City inwhich underground power and telephone utilityservices are available and which has a density of at least ten (10) Dwelling Unitsalong one-quarter (1/4)of a linear mile of cable,provided thatthe Dwelling Unit nearest totheexisting terminusoftrunkcable oftheCable System is situated no morethan one- eighth(1/8)ofa linear mileof cablefrom the existing terminusof trunkcableof the Cable System. C.Construction ofthe lineextensions requiredbysubsection (A)and (B)aboveshall commence within one hundred twenty(120)days after the (i)thedetermination ofthe minimum densities as provided insuch clauses and (ii)the receipt byGrantee ofa request forserviceto such a DwellingUnitalong with theassociated firstmonth's payment for servicesand theapplicable installation fees.As used inthisSection 12.2,theterm"DwellingUnit"sha1\mean a single-familyor multi-familydwelling unit that (x)is fully-constructed and capable of occupancy in accordance with applicable building, housing and zoning codes,and (y)is situated alongpublic easements towhich Grantee can gain access. 12.3 Connectionof 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 Grantoron the attached Schedule A.Inaddition,Grantee shallprovide,at no cost to thebuilding owner,one (1)outletof Basic and expanded basic programming to all such future public buildings ownedbytheGrantor ifthe drop linetosuch buildingdoes not exceed one-hundredtwenty-five (125)cable feet from the terminusof trunk cable ofthe CableSystem or ifGrantor agrees topay the incremental cost of such drop line inexcess of one-hundred twenty-five(125)cable feet,including the cost ofsuch excess labor and materials.Outlets ofBasic and expanded basic programming provided in accordance withthis subsection may be used to distribute Cable Service throughoutsuch buildings, provided such distribution can be accomplished without causing Cable System disruption and general technicalstandards are maintained.The Cityshall be responsible for allcosts ofsuch distribution of the Cable Service provided,toinsure itis done inaccordancewith thetechnicalrequirements ofthe industry to avoid an impact on Grantee's Cable System,and any such distribution wiring shall be tested by Grantee to insure theexpansion does not impair the Grantee's Cable System. SECTION 13.STANDBYPOWER Grantee shallprovide standby power generating capacity atthe Cable System Headendcapable ofproviding at least twelve(12)hours of emergency operation.Grantee shall maintain standby power system supplies, for outages affecting morethan10%ofSubscribers,rated for at least two(2)hoursduration,throughoutthe trunkand distribution networks.In addition,throughoutthe term of thisFranchise,Grantee shall have a plan in place,along withall resources necessary for implementing such plan,for dealing withoutages affecting more than10%of Subscribers for more than two (2)hours.This outage plan and evidence of requisite OrdinanceNo.2055 Page 15 implementation resources shall be presented toGrantornolater thanninety(90)days followingtheeffectivedateofthisFranchise. SECTION 14.FRANCHISE VIOLATIONS:REVOCATIONOF FRANCHISE 14.1 Procedure for Remedying Franchise Violations O A.IfGrantor reasonably believes thatGrantee has failedto perform any obligation under thisFranchise or has failed to perform in a timelymanner,Grantor shall notify Grantee in writing,stating withreasonablespecificitythenatureoftheallegedviolation.Grantee shall have thirty(30)days fromthedateofreceiptofsuchnoticeto: 1.Respond to Grantor,contesting Grantor's assertion thata violation has occurred,and request ahearinginaccordancewithsubsectionCbelow;or 2.Cure the violation;or 3.NotifyGrantor that Grantee cannot cure the violation within thethirty(30)days,because of thenatureoftheviolationandnotifytheGrantorinwritingofwhatstepstheGranteeshalltaketocuretheviolationincludingtheGrantee's projected completion date for such cure.Insuch case,Grantorshallsetahearingdatewithinthirty(30)days of receipt of such response in accordance withsubsection(B)below. B.Intheevent thatthe Grantee notifies theGrantor thatitcannotcure theviolationwithinthethirty(30)day cure period,Grantoror its designee shall set a publichearing withinthirty(30)days of Grantor'sreceiptofsuchnoticetoreviewanddeterminewhethertheGranteehastakenreasonablestepstocuretheviolationandwhethertheGrantee's proposed plan and completiondate for cure arereasonable.Inthe event such planand completion date are found tobe reasonable,thesame shallbeapprovedbytheGrantor. C.Inthe event that the Grantee fails to cure the violation within the thirty(30)day basic cure period, or withinanextended cure period approved bythe Grantoror designee pursuantto subsection (B),the Grantor or designee shall set a public hearing to determine what sanctions shallbe applied.In O the event that the Grantee contests the Grantor's assertion that a violation has occurred,and requests a hearing in accordance withsubsection (A)(1)above,theGrantor or designee shall set a public hearing withinsixty (60)days of the Grantor's receipt of thehearing request to determinewhethertheviolationhasoccurred,and ifa violation is found,what sanctions shall be applied. D.Inthecase of any hearing pursuant tothisSection,Grantor shall notifyGrantee of thehearing inwritingandatthehearing,Grantee shall be provided an opportunity to be heard and to presentevidenceinitsdefense.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 ordesigneemayutilizeoneormoreofthefollowingremediessubjecttoGrantee'srights under federal,state or local law to appeal such determination: 1.Order Grantee to correct or remedy theviolation within a reasonable timeframe as Grantor ordesigneeshalldetermine; 2.Revoke thisFranchise,subjecttosubsection (F)of this Section;and/or 3.Pursue any other legal or equitable remedy availableunder this Franchise or any applicable law. F.This Franchise shallnot be revokedexcept by CityCouncil after notice and hearing as set forth inthisSectionandinaccordancewiththeCableActandotherapplicablelaw. G.The determination as towhether a violation of thisFranchise has occurred shall be withinthe solediscretionoftheGrantororitsdesignee,provided thatany such finaldetermination shall be subjecttoreviewbyacourtofcompetentjurisdictionunderapplicablelaw. O 14.2 Revocation:In addition toallotherrightsand powers retained by the Grantorunder this Franchise orotherwise,and subject to the provisions of Section 14.1 the Grantor reserves theright to forfeit andterminatethisFranchiseandallrightsandprivilegesoftheGranteehereunderintheeventofamaterialviolationofitstermsandconditions.A material violation by the Grantee shall include,but shall not belimitedto,the following: A.Violation of any material provision of thisFranchise or anyother Franchise between Grantor andGrantee,orany materialrule,order,regulation or determination ofthe Grantor or authorized agentmadepursuanttothisFranchiseorotheragreement; B.Attempt toevade any material provision ofthisFranchise or to practice anyfraud ordeceit upon theGrantororitsSubscribersorcustomers; Ordinance No.2055 Page 16 C.Material misrepresentationoffact intheapplicationfor or negotiation of thisFranchise;or D.IfGrantee becomes insolvent,orthe subject of a bankruptcy proceeding. 14.3 Removal A.Intheevent oftermination,expiration orrevocation ofthisFranchise,Grantor may order the removal oftheabove-ground Cable System facilities and such undergroundfacilities as required byGrantor in order to achieve reasonable engineering or Street-use purposes,from the Franchise Area at Grantee's sole expense.Grantee shall have one (1)nine (9)month period within which to sell, transferor convey its CableSystem toa qualified purchaser,or toremove its plant,structures and equipment from theGrantor'sStreets andother publicplaces as directed bytheGrantor.During this periodwhichshall run from theeffectivedate ofthefinal,non-appealable order ordecision ofthe city council or a courtof competent jurisdictionimposing termination,the Grantee shall have the ability to operate the Cable System pursuant to theprovisionsof thisFranchise.In removing its plant,structures andequipment,Grantee shall refill,at itsown expense,any excavation thatismade 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.IfGrantee 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 withinthirty(30)days after receipt ofan itemized list of thecosts or Grantor may recover thecosts throughthe securityprovided by Grantee. 14.4 Receivership and Foreclosure A.Atthe option of Grantor,subject to applicable law,this Franchise maybe revokedone-hundred twenty(120)days after the appointment of a receiver or trusteeto 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 theirelection or appointment,fullycompliedwithall thetermsand provisionsof thisFranchise,and have remedied allviolations under theFranchise.Additionally,the receiver(s)ortrustee(s)shall have executed an agreement duly approved by thecourt having jurisdiction,by whichthe receiver(s)or trustee(s) assume and agree tobe bound by each and every term and provision ofthisFranchise. B.Ifthere is a foreciosure or other involuntary sale of thewholeor any part of the plant,property and equipmentof Grantee,Grantor mayserve notice of revocation onGrantee and tothe purchaser at thesale,and the rights and privileges of Grantee underthisFranchise shall be revokedthirty(30) days after serviceofsuch notice,unless: 1.Grantor has approvedthetransferof theFranchise,in accordance with the procedures set forth in thisFranchise and as provided by law;and 2.The purchaser has agreed withGrantortoassume and be bound by allofthe terms and conditions of this Franchise. 14.5 No Recourse Against Grantor:Except where otherwiseprovided herein,Grantee shall not have any monetary recourse against Grantor or its officials,boards,commissions,agents or employees for any loss,costs,expenses or damages arisingout of any provision or requirement of thisFranchise or the enforcement thereof,in accordance with the provisions of applicable federal,state and local law.The rights of the Grantor under thisFranchise are inadditionto,and shall not be read tolimit,any immunities the Grantor may enjoy under federal or state law. 14.6 Nonenforcement byGrantor:Grantee is not relieved of itsobligation tocomply with any oftheprovisions ofthisFranchise byreason ofanyfailure ofGrantor toenforce prompt compliance.Grantor's forbearance or failure to enforceany provision of thisFranchise shall not serve as a basis to stop anysubsequent enforcement.The failure of the Grantor on one or more occasions to exercise a right or to require complianceorperformance under thisFranchise or any applicable lawshall not be deemed toconstitute a waiverofsuch rightor a waiver of compliance or performance,unless such righthas been specifically waivedin writing.Any waiver of a violation is not a waiver of any other violation;whether similar or different from thatwaived. 14.7 Relationship of Remedies:The remedies provided forinthisFranchise are cumulativeand notexclusive; the exercise ofone remedy shall not prevent the exercise of another,or any rights ofthe Grantor at law or equity. Ordinance No.2055 Page 17 SECTION 15.ABANDONMENT 15.1 Effect ofAbandonment:Ifthe Grantee abandons its Cable System serving the Franchise Area duringthisFranchiseterm,the Grantor,at itsoption,may operate theCable System or designate another entitytooperatetheCableSystemtemporarilyuntiltheGranteerestoresserviceunderconditionsacceptabletotheGrantororuntiltheFranchiseisrevokedandanewFranchiseeisselectedbytheGrantor. O 15.2 What ConstitutesAbandonment:The Grantor shall be entitled to exercise its options and obtain anyrequiredinjunctivereliefif: A.The Grantee fails to provide any Cable Service to 90%of its Subscribers in accordance withthisFranchiseformorethantwenty(20)consecutivebusiness days,unless the Grantor or designeeauthorizesalongerinterruptionofservicewhichauthorizationshallnotbeunreasonablywithheld;or B.For purposes of this Franchise,"abandons"shall mean the Grantee's intentional surrender,desertion or relinquishment of its Cable System where Grantee fails to provide any CableServiceto100%of its Subscribers for a period of no less than ninety (90)days. SECTION 16.FRANCHISE RENEWALANDTRANSFER 16.1 Renewal A.The Grantor and Grantee agree thatany proceedings undertaken by theGrantor thatrelatetotherenewalofGrantee's Franchise shall be governedbyand comply withtheprovisionsof Section 626oftheCableAct,unless the procedures and substantive protections set forth therein shall bedeemedtobepreemptedandsupersededbytheprovisionsofanysubsequentprovisionoffederal law. B.Inaddition tothe procedures set forth in said Section 626(a)of theCable Act,the Grantor agreestonotifyGranteeinwritingwithin90daysofthecompletionofitsassessmentsregardingtheidentificationoffuturecable-related community needsand interests,as well as thepast performanceofGranteeunderthethencurrentFranchiseterm.Notwithstanding anything tothecontrary setforth O herein,Grantee and Grantor agree thatat any timeduring the termof thethencurrent Franchise,while affording the public adequate notice and opportunity for comment,the Grantor and Grantee may agree to undertake and finalizeinformal negotiations regarding renewal of the thencurrentFranchiseandtheGrantormaygrantarenewalthereof.Grantee and Grantorconsiderthe termssetforthinthisSectiontobeconsistentwiththeexpressprovisionsofSection626oftheCableAct. 16.2 Transfer of Ownership or Control A.This Franchise shall not be assigned or transferred,either inwhole or in part,either by involuntarysaleorbyvoluntarysale,without the prior written consent of the Grantor,which consent shall notbeunreasonablywithheldordelayed;provided,however,Grantee may from timeto timetransferandassignthisFranchisetoitslender(s)for security purposes. B.The Grantee shallpromptly notifythe Grantor ofany actual or proposed change in,ortransferof, or acquisition by any otherparty ofcontrol of the Grantee.The word "control"as used herein is notlimitedtomajoritystockholdersbutincludesactualworkingcontrolinwhatevermannerexercised.A rebuttable presumption thata transferof control has occurred shall arise on theacquisitionoraccumulationbyanyPersonorgroupofPersonsoftenpercent(10%)oftheshares orthegeneralpartnershipinterestintheGrantee,except thatthissentence shall not apply inthecase ofa transfertoanyPersonorgroupalreadyowningatleastatenpercent(10%)interest of theshares or thegeneralpartnershipinterestintheGrantee.Everychange,transferor acquisition of control oftheGranteeshallmakethisFranchisesubjecttocancellationunlessanduntiltheGrantorshallhaveconsentedthereto. C.The parties to the sale or transfershall make a written request tothe Grantor for its approval of asaleortransferandfurnishallinformationrequiredbylawandtheGrantor. O D.The Grantor shallrender a final written decision on therequest within one-hundred twenty(120)days oftherequest,provided ithas receivedallinformation requested inaccordance withtheCableActandtheFCCregulationspromulgatedthereunder,Subject tothe foregoing,iftheGrantor failstorenderafinaldecisionontherequestwithinone-hundred twenty(120)days,such request shallbedeemedgrantedunlesstherequestingpartyandtheGrantoragreeinwritingtoanextensionoftime. E.Within thirty(30)days of any transfer or sale,if approved or deemed granted by the Grantor,Grantee shall filewith theGrantor a written noticeconfirmingsuch sale or transferof ownership orcontrol,certified and sworn toas correct by Grantee and the transferee. F.In reviewing a request for sale or transfer,the Grantor mayinquire into the legal,technicalandfinancialqualificationsoftheprospectivecontrollingpartyortransferee,and Grantee shallassist the Ordinance No.2055 Page 18 Grantor in so inquiring.The Grantor may condition said sale or transfer upon such termsand conditionsas itdeems reasonably appropriate,provided,however,any such termsand conditions so attachedshallbe directly and solely related tothe legal,technical,and financial qualifications of theprospective controllingparty ortransferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditionsof this Franchise by Grantee as permitted by theCable Act and theFCC's regulations promulgated thereunder. G.The consent or approval ofthe Grantor to any transferby the Grantee shall not constitute a waiver or release ofany rightsof the Grantor,and any transfershall,by its terms,be expressly subordinate to thetermsand conditions of this Franchise. H.Notwithstanding anythingtothecontraryinthisSection,thepriorapproval ofthe Grantor shallnot be required for any sale,assignment or transfer of the Franchise or Cable System for cable televisionsystem usage toan entity controlling,controlled by or under the same common control as Grantee provided thatthe proposed assignee or transfereemustshow financialresponsibility as may be determined necessary bytheGrantor and must agree inwritingtocomplywithall provisions ofthe Franchise. SECTION 17.SEVERABILITY Ifany Section,subsection,paragraph,term or provision of thisFranchise is determined tobe illegal,invalid or unconstitutional byany courtofcompetent jurisdictionor byanystate or federal regulatory authorityhaving jurisdictionthereof,such determination shall have no effect on the validityofanyother Section,subsection, paragraph,termor provision ofthisFranchise,all of which willremain infull force andeffectfor thetermof theFranchise. SECTION 18.MISCELLANEOUS PROVISIONS 18.1 Preferential orDiscriminatory Practices Prohibited:Grantee shall not discriminate inhiring,employment or promotion on the basis of race,color,creed,ethnic or national origin,religion,age,sex,sexual orientation,maritalstatus,orphysical or mentaldisability.Throughout thetermofthisFranchise,Grantee shall fullycomply withallequal employment or nondiscrimination provisions and requirementsoffederal, state and local law and,in particular,FCC rules and regulations relating thereto. 18,2 Notices:Throughout thetermofthe Franchise,Grantee shallmaintainand filewith Grantor a designated legal or local address for the service of notices by mail.A copy ofallnoticesfrom Grantor toGrantee shall be sent,postage prepaid,tosuch address and such noticesshallbe effective upon three (3)days after thedate of mailing.At theeffectivedate ofthis Franchise,such addresses shall be: Northland Cable Television,Inc. 1201 Third Avenue,Suite 3600 Seattle,WA 98101 Attention:Gary S.Jones and Laura N.Williams With a copy to:Northland Cable Television,Inc. Post Office Box T Moses Lake,WA 98837 Attention:System Manager Allnotices to be sent by Grantee to Grantor under thisFranchise shall be sent,postage prepaid,and such notices shall be effectiveuponthree (3)days after the date ofmailing.At the effectivedate of this Franchise,such address shall be: Cityof Moses Lake PO Drawer 1579 Moses Lake,WA 98834 Attention:City Manager 18.3 BindingEffect:This Franchiseshallbe binding upon the partieshereto,theirpermitted successors and assigns. 18.4 Authority to Amend:This Franchise may be amended at anytime bywritten agreement between the parties. 18.5 Governing Law:This Franchise shall be governed in allrespects by thelaws ofthe State of Washington. 18.6 Guarantee:The performance oftheGrantee shall be guaranteed in allrespects bythe Grantee untilthis Franchise expires,is terminatedas provided herein or is assigned. 18.7 Captions:The captions and headings ofthisFranchise are forconvenienceand reference purposes only and shallnot affect in any way the meaning orinterpretation of any provisionsof this Franchise. Ordinance No.2055 Page 19 18.8 Construction of Franchise:The provisionsof thisFranchise shall be liberallyconstrued topromotethepublicinterest. 18.9 Entire Franchise:This Franchise containsallof theagreements of theparties with respect toanymattercoveredormentionedinthisFranchiseandnopriororcontemporaneousagreementsorunderstandings pertaining toany such matters shall be effective for any purpose.No provisionof thisFranchise may be amended or added toexcept by agreement in writing signed by both of theparties. 18.10 Force MaAeure:The performanceofeitherparty under thisFranchise is excused for such period oftimeasitsperformanceisrenderedimpossiblebyactsofnature,war,terroristattacks,or labordisputes. 18.11 Time is of the Essence:Time is oftheessence of thisFranchise and each and all of its provisionsin which performance is a factor. Section 3.This ordinanceshalltakeeffectand be inforce 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 March 26,2002. Mayor ATT FiA'anceDirector * APP OVED AS TO FOR . IfyAttorrey ACCEPTED BY NORTHLANDCABLETELEVISION,INC. DATE: By: Name: Title:6xtrdìvt Vig ÊrfsÍAAF U O