ORD 2652ORDINANCE NO. 2. 6 s --z..
AN ORDINANCE granting an extension of the cable television
system franchise now held by Comcast ofWashington V, LLC, for
a term of August 6, 2012, through August 5, 2022.
WHEREAS, the City of Camas is authorized to grant one or more non-exclusive
franchises to construct, operate and maintain a cable television system within the municipal
boundaries of the City of Camas; and
WHEREAS, Comcast ofWashington V, LLC, is subject to that certain Cable Television
System Franchise Agreement with the City of Camas; and
WHEREAS, after such consideration, analysis and deliberation as is required by law, the
City has found that Comcast of Washington V, LLC, has sufficient financial, technical and legal
qualifications to provide cable television service within the City of Camas; and
WHEREAS, representatives of the City of Camas and Comcast ofWashington V, LLC,
have negotiated a Cable Television System Franchise Agreement with terms therein acceptable to
the City of Camas, now therefore,
THE COUNCIL OF THE CITY OF CAMAS DO ORDAIN AS FOLLOWS:
Section I
The City hereby approves that certain Cable Television System Franchise Agreement
between the City of Camas, Washington and Comcast ofWashington V, LLC, for a term of
August 6, 2012, and expiring August 5, 2022.
Section II
This ordinance shall take force and be in effect five (5) days from and after its publication
according to law.
PASS ED by the Council and APPROVED by the Mayor / (p ~y of July, 2012.
APPROVED as to form :
gL!L~
City Attorney
CABLE FRANCHISE AGREEMENT
BETWEEN
THE CITY OF CAMAS, WASHINGTON
AND
COMCAST OF WASHINGTON V, LLC
THIS CABLE FRANCHISE AGREEMENT (the "Franchise" or "Agreement") is entered
into by and between the City of Camas, a duly organized City under the applicable laws of the
State ofWashington (the Local Franchising Authority or "LFA'') and Comcast ofWashington V,
LLC (the "Franchisee").
WHEREAS, the LF A wishes to grant Franchisee a nonexclusive franchise to construct,
install, maintain, extend and operate a cable communications system in the Franchise Area as
designated in this Franchise;
WHEREAS, the LFA is a "franchising authority" in accordance with Title VI ofthe
Communications Act (see 47 U.S.C. §522(10)) and is authorized to grant one or more
nonexclusive cable franchises;
WHEREAS, Franchisee owns and operates a Cable System in the Franchise Area for the
transmission of Cable Services and other services;
WHEREAS, the LF A has identified the future cable-related needs and interests of the
LF A and its community, has considered the financial, technical and legal qualifications of
Franchisee, and has determined that Franchisee's Cable System meets the cable related needs
and interests ofthe LFA and the community, in a full public proceeding affording due process to
all parties;
WHEREAS, the LF A has found Franchisee to be fmancially, technically and legally
qualified to operate the Cable System;
WHEREAS, the LF A has determined that the grant of a nonexclusive franchise to
Franchisee is consistent with the public interest; and
WHEREAS, the LF A and Franchisee have reached agreement on the terms and
conditions set forth herein and the parties have agreed to be bound by those terms and
conditions.
NOW, THEREFORE, in consideration of the LFA's grant of a franchise to Franchisee,
Franchisee's promise to provide Cable Service to residents of the Franchise/Service Area of the
LF A pursuant to and consistent with the Communications Act (as hereinafter defmed), pursuant
to the terms and conditions set forth herein, the promises and undertakings herein, and other
good and valuable consideration, the receipt and the adequacy of which are hereby
acknowledged,
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THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
Except as otherwise provided herein, the definitions and word usages set forth in the
Communications Act (as hereinafter defined) are incorporated herein and shall apply in this
Agreement. In addition, the following definitions shall apply:
1.1. Intentionally left blank.
1.2. Affiliate: Any Person who, directly or indirectly, owns or controls, is owned
or controlled by, or is under common ownership or control with, the Franchisee.
1.3. Additional Service Area: Shall mean any such portion of the Service Area
added pursuant to Section 3 .1.2 of this Agreement.
1.4. Basic Service: Any service tier, which includes the retransmission of local
television broadcast signals and other programming provided by Franchisee.
1.5. Cable Service or Cable Services: Shall be defmed herein as it is defmed
under Section 602 ofthe Communications Act, 47 U.S.C. § 522(6).
1.6. Cable System or System: Shall be defined herein as it is defined under
Section 602 of the Communications Act, 47 U.S.C. § 522(7).
1.7. Channel: Shall be defined herein as it is defmed under Section 602 of the
Communications Act, 47 U.S.C. § 522(4).
1.8. Communications Act: The Communications Act of 1934, as amended.
1.9. Control: The ability to exercise de facto or de jure control over day-to-day
policies and operations or the management of Franchise's affairs.
1.10. Intentionally left blank.
1.11. FCC: The United States Federal Communications Commission or
successor governmental entity thereto.
1.12. Force Majeure An event or events reasonably beyond the ability of
Franchisee to anticipate and control. This includes, but is not limited to, severe or unusual
weather conditions, strikes, labor disturbances, lockouts, war or act of war (whether an actual
declaration of war is made or not), insurrection, riots, act of public enemy, actions or inactions of
any government instrumentality or public utility it1cluding condemnation, accidents for which the
Franchisee is not primarily responsible, fire, flood, or other acts of God, or work delays caused
by waiting for utility providers to service or monitor utility poles to which Franchisee's Cable
System is attached, and unavailability of materials and/or qualified labor to perform the work
necessary.
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1.13. Franchise Area: The incorporated area (entire existing territorial limits)
of the LFA and such additional areas as may be included in the corporate (territorial) limits of
the LF A during the term of this Franchise.
1.14. Franchisee: Comcast of Washington V, LLC. and its lawful and
permitted successors, assigns and transferees.
1.15. Intentionally left blank.
1.16. Gross Revenue: All revenue, as determined in accordance with generally
accepted accounting principles, which is derived by Franchisee from the operation of the Cable
System to provide Cable Service in the Service Area, provided, however, that Gross Revenue
shall not include:
1.16.1. Revenues received by any Affiliate or other Person in exchange for
supplying goods or services used by Franchisee to provide Cable Service over the Cable System;
1.16.2. Bad debts written off by Franchisee in the normal course of its
business, provided, however, that bad debt recoveries shall be included in Gross Revenue during
the period collected;
1.16.3. Refunds, rebates or discounts made to Subscribers or other third
parties;
1.16.4. Any revenues classified, in whole or in part, as Non-Cable
Services revenue under federal or state law including, without limitation, revenue received from
Telecommunications Services; revenue received from Information Services, including, without
limitation, Internet Access service, electronic mail service, electronic bulletin board service, or
similar online computer services; charges made to the public for commercial or cable television
that is used for two-way communication; and any other revenues attributed by Franchisee to
Non-Cable Services in accordance with FCC or state public utility regulatory commission rules,
regulations, standards or orders;
1.16.5. Any revenue of Franchisee or any other Person which is received
directly from the sale of merchandise through any Cable Service distributed over the Cable
System, notwithstanding that portion of such revenue which represents or can be attributed to a
Subscriber fee or a payment for the use ofthe Cable System for the sale of such merchandise,
which portion shall be included in Gross Revenue;
1.16.6. The sale of Cable Services on the Cable System for resale in
which the purchaser is required to collect cable franchise fees from purchaser's customer;
1.16.7. Any tax of general applicability imposed upon Franchisee or
upon Subscribers by a city, state, federal or any other governmental entity and required to be
collected by Franchisee and remitted to the taxing entity (including, but not limited to, sales/use
tax, gross receipts tax, excise tax, utility users tax, public service tax, communication taxes and
non-cable franchise fees);
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1.16.8. Any foregone revenue which Franchisee chooses not to receive in
exchange for its provision of free or reduced cost cable or other communications services to any
Person, including without limitation, employees of Franchisee and public institutions or other
institutions designated in the Franchise; provided, however, that such foregone revenue which
Franchisee chooses not to receive in exchange for trades, barters, services or other items of value
shall be included in Gross Revenue;
1.16.9. Sales of capital assets or sales of surplus equipment;
1.16.10. Program launch fees;
1.16 .11. Directory or Internet advertising revenue including, but not
limited to, yellow page, white page, banner advertisement and electronic publishing;
1.16.12. Franchise fees under Section 7.1 and other fees under Section 6
collected from Subscribers.
1.17. Information Services: Shall be defined herein as it is defmed under
Section 3 of the Communications Act, 47 U.S.C. § 153(20).
1.18. Internet Access: Dial-up or broadband access service that enables
Subscribers to access the Internet.
1.19. Local Franchise Authority (LF A): The City of Camas or the lawful
successor, transferee, or assignee thereof.
1.20. Non-Cable Services: Any service that does not constitute the provision of
Video Programming directly to multiple Subscribers in the Franchise Area including, but not
limited to, Information Services and Telecommunications Services.
1.21. Normal Operating Conditions: Those service conditions which are within
the control of the Franchisee. Those conditions which are not within the control of the
Franchisee include, but are not limited to, natural disasters, civil disturbances, power outages,
telephone network outages, and severe or unusual weather conditions. Those conditions which
are ordinarily within the control of the Franchisee include, but are not limited to, special
promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and
maintenance or rebuild of the Cable System. See 47 C.P.R. § 76.309(c)(4)(ii).
1.22. Intentionally left blank.
1.23. Person: An individual, partnership, association, joint stock company,
trust, corporation, or governmental entity.
1.24. Intentionally left blank.
1.25. Public Rights-of-Way: The surface and the area across, in, over, along,
upon and below the surface of the public streets, roads, bridges, sidewalks, lanes, courts, ways,
alleys, and boulevards, including, public utility easements and public lands and waterways used
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as Public Rights-of-Way, as the same now or may thereafter exist, which are under the
jurisdiction or control of the LF A. Public Rights-of-Way do not include the airwaves above a
right-of-way with regard to cellular or other nonwire communications or broadcast services.
1.26. Service Area: All portions of the Franchise Area where Franchisee's
Cable Service is being offered including any Additional Service areas.
1.27. Service Interruption: The loss of picture or sound on one or more cable
channels.
1.28. Subscriber: A Person within the Service Area who lawfully receives
Cable Service over Franchisee's Cable System with Franchisee's express permission.
1.29. Telecommunication Services: Shall be defmed herein as it is defined
under Section 3 of the Communications Act, 47 U.S.C. § 153(46).
1.30. Title II: Title II of the Communications Act.
1.31. Title VI: Title VI of the Communications Act.
1.32. Transfer of the Franchise:
1.32.1. Any transaction in which:
1.32.1.1. an ownership or other interest in excess of 50% in
Franchisee is transferred, directly or indirectly, from one Person or group of Persons to another
Person or group of Persons, so that control of Franchisee is transferred; or
1.32.1.2. the rights held by Franchisee under the Franchise
are transferred or assigned to another Person or group of Persons.
1.32.2. However, notwithstanding Sub-subsections 1.32.1.1 and 1.32.1.2
above, a Transfer of the Franchise shall not include transfer of an ownership or other interest in
Franchisee to the parent of Franchisee or to another Affiliate of Franchisee; transfer of an interest
in the Franchise or the rights held by the Franchisee under the Franchise to the parent of
Franchisee or to another Affiliate of Franchisee; any action which is the result of a merger of the
parent of the Franchisee; or any action which is the result of a merger of another Affiliate of the
Franchisee.
1.33. Video Programming: Shall be defmed herein as it is defined under
Section 602 of the Communications Act, 47 U.S.C. § 522(20).
2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS
2.1. Grant of Authority: Subject to the terms and conditions of this Agreement
and the Communications Act, the LF A hereby grants the Franchisee the right to construct,
operate and maintain a Cable System along the Public Rights-of-Way within the Franchise Area,
in order to provide Cable Service. No privilege or power of eminent domain is bestowed by this
grant; nor is such a privilege or power bestowed by this Agreement.
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2.2. Term: This Franchise shall become effective on Au j usJ-C 1 2...41 'L (the
"Effective Date"). The term ofthis Franchise shall be for ten (1 0) years from the Effective Date
unless the Franchise is earlier revoked as provided herein. Franchisee shall have the right, at its
sole discretion, to extend the Franchise by a single five (5) year term by providing written notice
to the Franchisee at least ninety (90) days prior to the expiration of the initial term.
2.3. Grant Not Exclusive: The Franchise and the rights granted herein to use and
occupy the Public Rights-of-Way to provide Cable Services shall not be exclusive, and LF A
reserves the right to grant other franchises for similar uses or for other uses of the Public Rights-
of-Way, or any portions thereof, to any Person, or to make any such use themselves, at any time
during the term of this Franchise. Any such rights which are .granted shall not adversely impact
the authority as granted under this Franchise and shall not interfere with existing facilities of the
Cable System.
2.4. Franchise Subject to Federal Law: Notwithstanding any provision to the
contrary herein, this Franchise is subject to and shall be governed by all applicable provisions of
federal law as it may be amended, including but not limited to the Communications Act.
2.5 . No Waiver:
2.5.1. The failure ofLFA on one or more occasions to exercise a right or
to require compliance or performance under this Franchise, the Communications Act or any
other applicable State or Federal law shall not be deemed to constitute a waiver of such right or a
waiver of compliance or performance by the LF A, nor to excuse Franchisee from complying or
performing, unless such right or such complia11ce or performance has been specifically waived in
writing.
2.5.2. The failure of the Franchisee on one or more occasions to exercise
a right under this Franchise or applicable law, or to require performance under this Franchise,
shall not be deemed to constitute a waiver of such right or of performance of this Agreement, nor
shall it excuse LF A from performance, unless such right or performance has been specifically
waived in writing.
2.6. Construction of Agreement:
2 . 7 .1. The provisions of this Franchise shall be liberally construed to
effectuate their objectives
2.7.2. Nothing herein shall be construed to limit the scope or applicability
of Section 625 Communications Act, 47 U.S.C. § 545.
2.7.3. Should any change to state law have the lawful effect of materially
altering the terms and conditions of this Franchise, then the parties shall modify, this Franchise to
the mutual satisfaction of both parties to ameliorate the negative effects on the Franchisee of the
material alteration. Any modifications shall be in writing. If the parties cannot reach agreement
on the above-referenced modification to the Franchise, then Franchisee may terminate this
Agreement without further obligation to the LF A or, at Franchisee's option, the parties agree to
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submit the matter to binding arbitration in accordance with the commercial arbitration rules of
the American Arbitration Association.
2.7. Police Powers: Nothing in the Franchise shall be construed to prohibit the
reasonable, necessary and lawful exercise ofLFA's police powers. However, ifthe reasonable,
necessary and lawful exercise ofLFA's police power results in any material alteration of the
terms and conditions of this Franchise, then the parties shall modify this Franchise to the mutual
satisfaction of both parties to ameliorate the negative effects on the Franchisee of the material
alteration. Any modifications shall be in writing. If the parties cannot reach agreement on the
above-referenced modification to the Franchise, then Franchisee may terminate this Agreement
without further obligation to the LFA or, at Franchisee's option, the parties agree to submit the
matter to binding arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association.
3. PROVISION OF CABLE SERVICE
3 .1. Service Area:
3 .1.1. Service Area: Franchisee shall offer Cable Service to Subscribers
in residential areas within the Franchise Area, subject to the density requirements set forth
below, except: (A) for periods of Force Majeure; (B) for periods of delay caused by LFA; (C)
for periods of delay resulting from Franchisee's inability to obtain authority to access rights-of-
way in the Service Area; (D) in areas where developments or buildings are subject to claimed
exclusive arrangements with other providers; (E) in areas, developments or buildings where
Franchisee cannot access under reasonable terms and conditions after good faith negotiation, as
determined by Franchisee; and (F) in developments or buildings that Franchisee is unable to
provide Cable Service for tecr..nical reasons or which require non-standard facilities which are
not available on a commercially reasonable basis; and (G) in areas where the occupied residential
household density does not meet the density requirements set forth in Sub-section 3 .1.1.1.
3 .1.1.1. Density Requirement: Franchisee shall make Cable
Services available to residential dwelling units in all areas of the Service Area where the average
density is equal to or greater than fifteen (15) occupied residential dwelling units per one-quarter
cable mile as measured in strand footage from the nearest technically feasible point on the active
Cable System trunk or feeder line. Should, through new construction, an area within the Service
Area. meet the density requirements after the Effective Date of this Franchise, Franchisee shall
provide Cable Service to such area within twelve (12) months of receiving notice from LFA that
the density requirements have been met.
3 .1.2. Additional Service Areas: Except as may be required by Section
3 .1.1.1, Franchisee may, but shall not be required to extend its Cable System or to provide Cable
Services to any other areas within the Franchise Area during the term of this Franchise or any
Renewals thereof. If Franchisee desires to add Additional Service Areas within the Franchise
Area, Franchisee shall notify LF A in writing of such Additional Service Area at least ten ( 1 0)
days prior to providing Cable Services in such areas.
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3.2. Availability of Cable Service: Franchisee shall make Cable Service available
to all residential dwelling units and may make Cable Service available to businesses within the
Service Area in conformance with Section 3.1 and Franchisee shall not discriminate between or
among any individuals in the availability of Cable Service. In the areas in which Franchisee
provides Cable Service, Franchisee shall be required to connect, at Franchisee's expense, other
than a standard installation charge, all residential dwelling units that are within one hundred
twenty five (125) feet of the Cable System trunk or feeder lines. Franchisee shall be allowed to
recover, from a Subscriber that requests such connection, actual costs incurred for residential
dwelling unit connections that exceed one hundred twenty five (125) feet and actual costs
incurred to connect any non-residential dwelling unit Subscriber.
3.3. Cable Service to Municipal Buildings: Subject to 3.1, as a voluntary
initiative, Franchisee will provide, without charge, one standard service outlet activated for Basic
Service or its equivalent to each public school operating as of the effective date of this Franchise
and any public school constructed and in operation after the effective date of this Franchise,
public library, and such other buildings used for municipal purposes as may be designated by the
LFA within the Service Area and passed by Franchisee's Cable System, except home schools
and buildings housing jail populations, and also required of other cable operators in the Service
Area, as provided in Exhibit A; provided, however, that if it is necessary to extend Franchisee's
trunk or feeder lines more than one hundred twenty five(l25) feet solely to provide service to
any such school or public building, the LFA shall have the option either of paying Franchisee's
direct costs for such extension in excess of one hundred twenty five (125) feet, or of releasing
Franchisee from the obligation to provide service to such building. The list of sites in Exhibit A
is not intended to be exhaustive, and the LF A may, after the effective date of this Agreement and
with the express agreement of Grantee, designate additional municipal buildings subject to and in
accordance with the requirements of this Section 3.3. Furthermore, Franchisee shall be permitted
to recover, from any school or other public building owner entitled to Basic Service at no charge,
the direct cost of installing, when requested to do so, more than one outlet, or concealed inside
wiring, or a service outlet requiring more than one hundred twenty five (125) feet of drop cable;
provided, however, that Franchisee shall charge for the provision of Basic Service or its
equivalent to the additional service outlets once installed. Cable Service may not be resold or
otherwise used in contravention of Franchisee's rights with third parties respecting
programming. Equipment provided by Franchisee, if any, shall be replaced at retail rates if lost,
stolen or damaged.
4. SYSTEM OPERATION
4.1 The parties recognize that the jurisdiction of the LF A extends only to the Cable
System to the extent used to provide Cable Services within the Franchise Area. The jurisdiction
of the LF A over telecommunications and information facilities and services is restricted by
federal and state law, and the LFA does not and will not assert jurisdiction over Franchisee's
Cable System in contravention of those limitations.
4.2 Conditions of Street Occupancy.
4.2.1. New Grades or Lines. If the grades or lines ofany Public Right of Way
within the Franchise Area are lawfully changed at any time during the term of this Franchise
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Agreement, then the Franchisee shall, upon reasonable advance written notice from the LF A
(which shall not be less than ten (10) business days) and at its own cost and expense, protect or
promptly alter or relocate the Cable System, or any part thereof, so as to conform with any such
new grades or lines. If public funds are available to any other user of the Public Right of Way
for the purpose of defraying the cost of any of the foregoing, the LF A shall notify Franchisee of
such funding and make available such funds to the Franchisee.
4.2.2. Relocation at reguest of Third Party. The Franchisee shall, upon
reasonable prior written request of any Person holding a permit issued by the LF A to move any
structure, temporarily move its wires to permit the moving of such structure; provided (i) the
Franchisee may impose a reasonable charge on any Person for the movement of its wires, and
such charge may be required to be paid in advance of the movement of its wires; and (ii) the
Franchisee is given not less than ten (1 0) business days advance written notice to arrange for
such temporary relocation.
4.2.3. Restoration of Public Rights of Way. If in connection with the
construction, operation, maintenance, or repair of the Cable System, the Franchisee disturbs,
alters, or damages any Public Right of Way, the Franchisee agrees that it shall at its own cost and
expense replace and restore any such Public Right of Way to a condition reasonably comparable
to the condition of the Public Right ofWay existing immediately prior to the disturbance.
Franchisee shall also follow the street surface restoration provisions of the Camas Design
Standards Manual, provided that all users of the LFA's Public Rights of Way are subject to the
same provisions, and the LF A provides Franchisee copies of any applicable updates of the
Camas Design Standards Manual.
4.2.4. Safety Requirements. The Franchisee shall, at its own cost and expense,
undertake all necessary and appropriate efforts to maintain its work sites in a safe manner in
order to prevent failures and accidents that may cause damage, injuries or nuisances. All work
undertaken on the Cable System shall be performed in accordance with applicable FCC or other
federal and state regulations. The Cable System shall not unreasonably endanger or interfere
with the safety of Persons or property in the Franchise Area.
4.2.5. Trimming of Trees and Shrubbery. The Franchisee shall have the authority
to trim trees or other natural growth overhanging any of its Cable System in the Franchise Area
so as to prevent contact with the Franchisee's wires, cables, or other equipment. All such
trimming shall be done at the Franchisee's sole cost and expense. The Franchisee shall be
responsible for any damage caused by such trimming.
4.2.6. Aerial and Underground Construction. If all of the transmission and
distribution facilities of all of the respective public or municipal utilities in any area of the
Franchise Area are underground, the Franchisee shall place its Cable Systems' transmission and
distribution facilities underground, provided that such underground locations are actually capable
of accommodating the Franchisee's cable and other equipment without technical degradation of
the Cable System's signal quality. In any region(s) of the Franchise Area where the transmission
or distribution facilities of the respective public or municipal utilities are both aerial and
underground, the Franchisee shall have the discretion to construct, operate, and maintain all of its
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transmission and distribution facilities, or any part thereof, aerially or underground. Nothing in
this Section shall be construed to require the Franchisee to construct, operate, or maintain
underground any ground-mounted appurtenances such as customer taps, line extenders, system
passive devices, amplifiers, power supplies, pedestals, or other related equipment.
4.2.7. Undergrounding and Beautification Projects. In the event all users of the
Public Rights of Way relocate aerial facilities underground as part of an undergrounding or
neighborhood beautification project, Franchisee shall participate in the planning for relocation of
its aerial facilities contemporaneously with other utilities. Franchisee's relocation costs shall be
included in any computation of necessary project funding by the municipality or private parties.
Franchisee shall be entitled to reimbursement of its relocation costs from public or private funds
raised for the project provided that such reimbursement is made available to other users of the
Public Rights of Way, and provided further that the funding is eligible for such relocation
reimbursement, or in the alternative, Franchisee and LF A may negotiate alternative
reimbursement options, which may include the LFA's assumption ofunreimbursed right ofway
construction costs.
5. SYSTEM FACILITIES
5.1. System Characteristics: The parties acknowledge that Franchisee's Cable
System meets or exceeds the following requirements:
5.1.1. The System was constructed with an initial analog and digital
carrier passband between 50 and 7 50 MHz.
5 .1.2. The System is designed as an active two-way plant for subscriber
interaction, if any, required for selection or use of Cable Service.
5 .1.3 The System has protection against outages due to power failures,
so that back-up power is available at a minimum for at least twenty-four (24) hours at each
headend, and conforms to industry standards, and is in no event rated for less than four ( 4) hours,
at each power supply site.
5.14 Interconnection. Franchisee shall not be required to Interconnect
with any other cable system owned and operated by Franchisee or an affiliate of Franchisee, but
will not restrict any other cable system from connecting to a LF A designated point of origin at
which PEG programming can be received, if applicable and technically feasible without undue
hardship on Franchisee. The other cable system shall bear the reasonable, actual cost of
Interconnection.
5.2 Emergency Alert System:
5.2.1 Franchisee shall comply with the Emergency Alert System
("EAS") requirements of the FCC in order that emergency messages may be distributed over the
System.
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6. TECHNOLOGICAL DEVELOPMENT REVIEW. Within sixty (60) days of the
fifth anniversary of the effective date of this Franchise, the LF A may, but is not required to,
conduct a limited review of the Franchise. The purpose of this public review shall be to ensure,
with the benefit of full opportunity for public comment, that the Grantee continues to effectively
serve the public in light of new developments in cable technology together with related
developments in cable law and regulation, and community needs and interests, with
consideration of all fmancial, technological, and operational impacts that may affect the Grantee.
Both the LF A and Grantee agree to make a full and good faith effort to participate in the review.
If, after completion of the review, the LFA and Grantee agree that the public interest will
be served by modifying certain franchise obligations and extending the term of the Franchise, the
Franchising Authority, with the expressed agreement of the Grantee, shall modify the obligations
and extend the term of the Franchise accordingly.
7. FRANCHISE FEES
7.1 Payment to LFA: Franchisee shall pay to the LFAa Franchise fee of five
percent ( 5%) of annual Gross Revenue. In accordance with Title VI of the Communications Act,
the twelve (12) month period applicable under the Franchise for the computation of the Franchise
fee shall be a calendar year. Such payments shall be made no later than forty-five ( 45) days
following the end of each calendar quarter. Franchisee shall be allowed to submit or correct any
payments that were incorrectly omitted, and shall be refunded any payments that were
incorrectly submitted, in connection with the quarterly Franchise fee remittances within 90 days
following the close of the calendar year for which such payments were applicable.
Any franchise fee payment not received by LF A on or before the due date shall be subject to
interest at the then-current rate set forth in RCW 19.52.020, which as of the effective date ofthis
Agreement is twelve percent (12%) per annum from the due date to the date that such payment is
made.
7.2 Supporting Information: Each Franchise fee payment shall be accompanied
by a brief report prepared by a representative of Franchisee showing the basis for the
computation.
7.3 Limitation on Franchise Fee Actions: The parties agree that the period of
limitation for recovery of any Franchise fee payable hereunder shall be three (3) years from the
date on which payment by Franchisee is due.
7.4 Audit of Franchise Fee Payments:
7.4 .1. LF A, or its designee, may conduct an audit in relation to payments
made by Franchisee no more than once every three (3) years during the Term. The audit period
shall not include the year in which the audit commenced. As a part of the audit process, LF A or
LF A's designee may inspect Franchisee's books of accounts relative to LF A at any time during
regular business hours and after thirty (30) calendar days prior written notice.
7.4.2. All records deemed by LFA or LFA's designee to be reasonably
necessary for such audit shall be made available by Franchisee in a mutually agreeable format
12
and location. Franchisee agrees to give its full cooperation in any audit and shall provide
responses to inquiries within thirty (30) calendar days of a written request. Franchisee may
provide such responses within a reasonable time after the expiration of the response period above
so long as Franchisee has made a good faith effort to procure any such tardy response.
7.4.3. If the results of any audit indicate that Franchisee (i) paid the
correct franchise fee, (ii) overpaid the franchise fee and is entitled to a refund or credit, or (iii)
underpaid the franchise fee by four percent ( 4%) or less, then LF A shall pay the costs of the
audit. If the results of the audit indicate Franchisee underpaid the franchise fee by more than
four percent (4%), then Franchisee shall pay the reasonable, documented, third-party costs of the
audit, which costs shall be limited to Five Thousand Dollars ($5,000).
If the results of the audit indicate an overpayment or underpayment of franchise fees, the parties
agree that such overpayment or underpayment shall be returned or offset against future payments
if applicable, to the proper party within sixty ( 60) days, unless the audit findings are in dispute;
provided, however, that Franchisee shall be required to remit underpayments to LF A together
with interest at the rate specified in Subsection 7 .1.
7.4.4. Any auditor employed by LFA shall not be compensated on a
success based formula, e.g., payment based on a percentage on underpayment, if any. Franchisee
shall be provided a reasonable opportunity to review the results of any audit and to dispute any
audit results which indicate an underpayment to LF A.
7.5 Bundled Services: If Cable Services subject to the Franchise fee required
under this A..rticle 7 are provided to Subscribers i.11 conjunction with Non-Cable Services, the
Franchise fee shall be applied only to the value of the Cable Services, as reflected on the books
~nd records of Franchisee in accordance with generally accepted accounting principles.
8. CUSTOMER SERVICE
Customer Service Requirements are set forth in Exhibit B, which shall be binding unless
amended by written consent of the parties.
9. REPORTS AND RECORDS
9.1 Open Books and Records: Upon reasonable written notice to the
Franchisee and with no less than thirty (30) business days written notice to the Franchisee, the
LFA shall have the right to inspect Franchisee's books and records pertaining to Franchisee's
provision of Cable Service in the Franchise Area at any time during Normal Business Hours and
on a non disruptive basis, as are reasonably necessary to ensure compliance with the terms of this
Franchise. Such notice shall specifically reference the section or subsection of the Franchise
which is under review, so that Franchisee may organize the necessary books and records for
appropriate access by the LF A. Franchisee shall not be required to maintain any books and
records for Franchise compliance purposes longer than three (3) years from the date such books
and records were created. Notwithstanding anything to the contrary set forth herein, Franchisee
shall not be required to disclose information that it reasonably deems to be proprietary or
13
confidential in nature, nor disclose any of its or an Affiliate's books and records not relating to
the provision of Cable Service in the Service Area. The LF A shall treat any information
disclosed by Franchisee as confidential and only to disclose it to employees, representatives, and
agents thereofthat have a need to know, or in order to enforce the provisions hereof. Franchisee
shall not be required to provide Subscriber information in violation of Section 631 of the
Communications Act, 47 U.S.C. §551.
9.2. Records Required: Franchisee shall at all times maintain:
9.2.1. Records of all written complaints sent by LFA for a period of three
(3) years after receipt by Franchisee. The term "complaint" as used herein refers to complaints
about any aspect of the Cable System or Franchisee's cable operations, except for selection of
programming and related matters, including complaints about employee courtesy. Complaints
recorded will not be limited to complaints requiring an employee service call;
9.2.2. Records of outages for a period of three (3) years after occurrence,
indicating date, duration, area, and the number of Subscribers affected, type of outage, and
cause;
9.2.3. Records of service calls for repair and maintenance for a period of
three (3) years after resolution by Franchisee, indicating the date and time service was required,
the date of acknowledgment and date and time service was scheduled (if it was scheduled), and
the date and time service was provided, and (if different) the date and time the problem was
resolved; and
9 .2.4. Records of installation/reconnection and requests for service
extension for a period of three years after the request was fulfilled by Franchisee, indicating the
date of request, date of acknowledgment, and the date and time service was extended.
10. INSURANCE AND INDEMNIFICATION
10.1 Insurance:
10.1.1. Franchisee shall maintain in full force and effect, at its own cost
and expense, during the Franchise Term, the following insurance coverage:
10.1.1.1. Commercial General Liability Insurance in the amount
of two million dollars ($2,000,000) combined single limit for property damage and bodily injury.
Such insurance shall cover the construction, operation and maintenance of the Cable System, and
the conduct ofFranchisee's Cable Service business in the LFA.
1 0.1.1.2. Automobile Liability Insurance in the amount of one
million dollars ($1,000,000) combined single limit for bodily injury and property damage
coverage.
10.1.1.3. Workers' Compensation Insurance meeting all legal
requirements of the State of Washington.
14
10.1.1.4. Employers' Liabilitylnsurance in the following amounts:
(A) Bodily Injury by Accident: $1 00,000; and (B) Bodily Injury by Disease: $100,000
employee limit; and (C) Bodily Injury by Disease: $1,000,000 policy limit.
10.1.2. The LFA shall be designated as an additional insured under each
of the insurance policies required in this Article 10 except Worker's Compensation and
Employer's Liability Insurance.
10.1.3. Franchisee shall not cancel any required insurance policy without
obtaining alternative insurance in conformance with this Agreement.
1 0.1.4. Each of the required insurance policies shall be with sureties
qualified to do business in the State of Washington, with an A.M. Best Financial Strength rating
of A-or better.
10.1.5. Maintain current level of required coverage, and within sixty (60)
days of the effective date of this Franchise, Franchisee shall deliver to LF A Certificates of
Insurance showing evidence of the required coverage.
10.2. Indemnification:
10.2.1. Franchisee agrees to indemnify, save and hold harmless, and
defend the LF A, its officers, agents, boards and employees, from and against any liability for
damages or claims resulting from tangible property damage or bodily injury (including
accidental death), to the extent proximately caused by Franchisee's negligent construction,
operation, or maintenance of its Cable System, provided that the LF A shall give Franchisee
written notice of its obligation to indemnify the LF A within ten (1 0) days of receipt of a claim or
action pursuant to this subsection. Notwithstanding the foregoing, Franchisee shall not
indemnify the LF A, for any damages, liability or claims resulting from the willful misconduct or
negligence of the LF A, its officers, agents, employees, attorneys, consultants, independent
contractors or third parties or for any activity or function conducted by any Person other than
Franchisee in connection with EAS, or the distribution of any Cable Service over the Cable
System.
10.2.2. With respect to Franchisee's indemnity obligations set forth in
Subsection 10.2.1, Franchisee shall provide the defense of any claims brought against the LF A
by selecting counsel of Franchisee's choice to defend the claim, subject to the consent of the
LF A, which shall not unreasonably be withheld. Nothing herein shall be deemed to prevent the
LF A from cooperating with the Franchisee and participating in the defense of any litigation by
its own counsel at its own cost and expense, provided however, that after consultation with the
LF A, Franchisee shall have the right to defend, settle or compromise any claim or action arising
hereunder, and Franchisee shall have the authority to decide the appropriateness and the amount
of any such settlement. In the event that the terms of any such proposed settlement includes the
release of the LF A and the LF A does not consent to the terms of any such settlement or
compromise, Franchisee shall not settle the claim or action but its obligation to indemnify the
LF A shall in no event exceed the amount of such settlement.
15
10.2.3. LFA shall hold harmless and defend Franchisee from and against
and shall be responsible for damages, liability or claims resulting from or arising out of the
willful misconduct or negligence of the LF A.
10.2.4. The LFA shall be responsible for its own acts of willful
misconduct or negligence, or breach of obligation committed by the LF A for which the LF A is
legally responsible, subject to any and all defenses and limitations of liability provided by law.
The Franchisee shall not be required to indemnify the LF A for acts of the LF A which constitute
willful misconduct or negligence, on the part of the LF A, its officers, employees, agents,
attorneys, consultants, independent contractors or third parties.
11. TRANSFER OF FRANCHISE
Subject to Section 617 of the Communications Act, 47 U.S.C. § 537, no Transfer
of the Franchise shall occur without the prior consent of the LF A, provided that such consent
shall not be unreasonably withheld, delayed or conditioned. No such consent shall be required,
however, for a transfer in trust, by mortgage, by other hypothecation, by assignment of any
rights, title, or interest of the Franchisee in the Franchise or Cable System in order to secure
indebtedness, or otherwise for transactions otherwise excluded under Section 1.32 above.
12. RENEWAL OF FRANCHISE
12.1. The LF A and Franchisee agree that any proceedings undertaken by the
LF A that relate to the renewal of this Franchise shall be governed by and comply with the
provisions of Section 626 of the Communications Act, 47 U.S.C. § 546.
12.2. L'l addition to the procedures set forth in said Section 626 of the
Communications Act, the LF A shall notify Franchisee of all of its assessments regarding the
identity of future cable-related community needs and interests, as well as the past performance of
Franchisee under the then current Franchise term. The LF A further agrees that such assessments
shall be provided to Franchisee promptly so that Franchisee has adequate time to submit a
proposal under 4 7 U.S. C 546 and complete renewal of the Franchise prior to expiration of its
term.
12.3. Notwithstanding anything to the contrary set forth herein, Franchisee and
the LF A agree that at any time during the term of the then current Franchise, while affording the
public appropriate notice and opportunity to comment, the LF A and Franchisee may agree to
undertake and fmalize informal negotiations regarding renewal of the then current Franchise and
the LF A may grant a renewal thereof.
12.4. Franchisee and the LFA consider the terms set forth in this Article 12 to be
consistent with the express provisions of 47 U.S.C. 546.
13. ENFORCEMENT AND TERMINATION OF FRANCHISE
13.1. Performance Bond: Within forty-five (45) days following the effective
date of this Agreement, Franchisee agrees to provide LF A a performance bond for the faithful
performance by Franchisee of all material provisions of this Agreement. Franchisee shall
16
maintain the performance bond at $50,000 throughout the term of this Agreement; provided that,
LFA shall require all other cable operators in the FranchiseArea to provide competitively
equitable security in any renewal or initial granting of such franchises after the effective date of
this Agreement. LF A agrees to sign all documents necessary to release performance bond within
a reasonable period of time when no longer required under this Agreement.
13.2. Notice of Violation: If at any time the LF A believes that Franchisee has
not complied with the terms of the Franchise, the LF A shall informally discuss the matter with
Franchisee. If these discussions do not lead to resolution of the problem in a reasonable time, the
LF A shall then notify Franchisee in writing of the exact nature of the alleged noncompliance in a
reasonable time (for purposes of this Article, the "Noncompliance Notice").
13.3. Franchisee's Right to Cure or Respond: Franchisee shall have thirty (30)
days from receipt of the Noncompliance Notice to: (i) respond to the LFA, ifFranchisee contests
(in whole or in part) the assertion of noncompliance; (ii) cure such noncompliance; or (iii) in the
event that, by its nature, such noncompliance cannot be cured within such thirty (30) day period,
initiate reasonable steps to remedy such noncompliance and notify the LF A of the steps being
taken and the date by which cure is projected to be completed. Upon cure of any noncompliance,
LF A shall provide written confirmation that such cure has been effected.
13.3 Public Hearing. The LFA shall schedule a public hearing if the LFA seeks
to continue its investigation into the alleged noncompliance in the event that: (1) Franchisee fails
to respond to the Noncompliance Notice pursuant to the procedures required by this Article, or
(2) in the event that Franchisee has not remedied the alleged noncompliance within thirty (30)
days or the date projected pursuant to Section 13 .2(iii) above. The LF A shall provide Franchisee
at least thirty (30) business days prior written notice of such public hearing, which will specify
the time, place and purpose of such public hearing, and provide Franchisee the opportunity to be
heard.
13.4 Enforcement: Subject to applicable federal and state law, in the event the
LFA, after the public hearing set forth in Section 13.3, determines that Franchisee is in default of
any material provision of this Franchise, the LF A may:
13 .4.1 Seek specific performance of any provision, which reasonably
lends itself to such remedy, as an alternative to damages; or
13.4.2 Commence an action at law for monetary damages or seek other
equitable relief; or
13.4.3 In the case of a substantial material default of a material provision
of the Franchise, seek to revoke the Franchise in accordance with Section 13.5.
13.5 Revocation: Should the LFA seek to revoke this Franchise after following
the procedures set forth above in this Article, including the public hearing described in Section
13.3 ., the LF A shall give written notice to Franchisee of such intent. The notice shall set forth
the specific nature of the noncompliance. The Franchisee shall have ninety (90) days from
receipt of such notice to object in writing and to state its reasons for such objection. In the event
17
the LF A has not received a satisfactory response from Franchisee, it may then seek termination
of the Franchise at a second public hearing. The LF A shall cause to be served upon the
Franchisee, at least thirty (30) business days prior to such public hearing, a written notice
specifying the time and place of such hearing and stating its intent to revoke the Franchise.
13.5.1 At the designated hearing, Franchisee shall be provided a fair
opportunity for full participation, including the right to be represented by legal counsel, to
introduce relevant evidence, to require the production of evidence, to compel the relevant
testimony of the officials, agents, employees or consultants of the LF A, to compel the testimony
of other persons as permitted by law, and to question and/or cross examine witnesses. A
complete verbatim record and transcript shall be made of such hearing.
13.5.2 Following the public hearing, Franchisee shall be provided up to
thirty (30) days to submit its proposed fmdings and conclusions in writing and thereafter the
LF A shall determine (i) whether an event of default has occurred; (ii) whether such event of
default is excusable; and (iii) whether such event of default has been cured or will be cured by
the Franchisee. The LF A shall also determine whether to revoke the Franchise based on the
information presented, or, where applicable, grant additional time to the Franchisee to affect any
cure. If the LF A determines that the Franchise shall be revoked, the LF A shall promptly provide
Franchisee with a written decision setting forth its reasoning. Franchisee may appeal such
determination of the LF A to an appropriate court, which shall have the power to review the
decision of the LF A de novo. Franchisee shall be entitled to such relief as the court finds
appropriate.
13.5.3 The LFA may, at its sole discretion, take any lawful action which it
deems appropriate to enforce the LF A's rights under the Franchise in lieu of revocation of the
Franchise.
14. MISCELLANEOUS PROVISIONS
14.1. Actions of Parties: In any action by the LF A or Franchisee that is
mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious,
and timely manner. Furthermore, in any instance where approval or consent is required under
the terms hereof, such approval or consent shall not be unreasonably withheld, delayed or
conditioned.
14.2. Binding Acceptance: This Agreement shall bind and benefit the parties
hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees,
successors and assigns, and the promises and obligations herein shall survive the expiration date
hereof.
14.3. Preemption: In the event that federal or state law, rules, or regulations
preempt a provision or limit the enforceability of a provision of this Agreement, the provision
shall be read to be preempted to the extent, and for the time, but only to the extent and for the
time, required by law. In the event such federal or state law, rule or regulation is subsequently
repealed, rescinded, amended or otherwise changed so that the provision hereof that had been
preempted is no longer preempted, such provision shall thereupon return to full force and effect,
18
and shall thereafter be binding on the parties hereto, without the requirement of further action on
the part of the LF A.
14.4. Force Majeure: Franchisee shall not be held in default under, or in
noncompliance with, the provisions of the Franchise, nor suffer any enforcement or penalty
relating to noncompliance or default, where such noncompliance or alleged defaults occurred or
were caused by a Force Majeure.
14.4.1. Furthermore, the parties hereby agree that it is not the LFA's
intention to subject Franchisee to enforcement proceedings including revocation of the Franchise
for violations of the Franchise where the violation was a good faith error that resulted in no or
minimal negative impact on Subscribers, or where strict performance would result in practical
difficulties and hardship being placed upon Franchisee which outweigh the benefit to be derived
by the LF A and/or Subscribers.
14.5. Notices: Unless otherwise expressly stated herein, notices required under
the Franchise shall be mailed first class, postage prepaid, to the addressees below. Each party
may change its designee by providing written notice to the other party.
14.5.1. Notices to Franchisee shall be mailed to:
Comcast Cable
Attention: Government Affairs
9605 SW Nimbus Ave
Beaverton, OR 97008
14.5.2. Notices to the LFA shall be mailed to:
City Administrator
City of Camas
616 NE 4th Avenue
Camas, W A 98607
14.6. Entire Agreement: This Franchise and the Exhibits hereto constitute the
entire agreement between Franchisee and the LF A, and it supersedes all prior or
contemporaneous agreements, representations or understanding (whether written or oral) of the
parties regarding the subject matter hereof. Any ordinances or parts of ordinances that conflict
with the provisions of this Agreement are superseded by this Agreement.
14.7. Amendments: Amendments to this Franchise shall be mutually agreed to
in writing by the parties.
14.8. Captions: The captions and headings of articles and sections throughout
this Agreement are intended solely to facilitate reading and reference to the sections and
provisions of this Agreement. Such captions shall not affect the meaning or interpretation of this
Agreement.
19
14.9. Severability: If any section, subsection, sentence, paragraph, term, or
provision hereof is determined to be illegal, invalid, or unconstitutional, by any court of
competent jurisdiction 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, sentence,
paragraph, term or provision hereof, all of which will remain in full force and effect for the term
of the Franchise.
14.10. Recitals: The recitals set forth in this Agreement are incorporated into the
body of this Agreement as if they had been originally set forth herein.
14.11. Modification: This Franchise shall not be modified except by written
instrument executed by both parties.
14.12. Independent Review: Agreement. LF A and Franchisee each acknowledge
that they have received independent legal advice in entering into this Agreement. In the event
that a dispute arises over the meaning or application of any term( s) of this Agreement, such
term( s) shall not be construed by the reference to any doctrine calling for ambiguities to be
construed against the drafter of the Agreement.
14.14. Competitive Equity
14.14.1. The Grantee acknowledges and agrees that the LFA reserves the
right to grant one (1 )or more additional franchises or other similar lawful authorization to
provide Cable Services within the Service Area; provided, the LF A agrees that, within ninety
(90) days of the Grantee's request, it shall amend this Franchise to include any material terms or
conditions that it makes available to the new entrant, or provide relief from existing material
terms or conditions, so as to insure that the regulatory and fmancial burdens on each entity are
materially equivalent. "Material terms and conditions" include, but are not limited to: Franchise
Fees; insurance; System build-out requirements; security instruments; customer service
standards; required reports and related record keeping; and notice and opportunity to cure
breaches. The parties agree that this provision shall not require a word for word identical
franchise or authorization for a competitive entity so long as the regulatory and financial burdens
on each entity are materially equivalent. Video Programming services delivered over wireless
broadband networks are specifically exempted from the requirements of this Section.
14.14.2 Notwithstanding any provision to the contrary, at any time that
a non-wireless facilities based entity, legally authorized by state or federal law, makes available
for purchase by Subscribers or customers, Cable Services or multiple Channels of Video
Programming within the Franchise Area without a franchise or other similar lawful authorization
granted by the LF A, then Grantee may seek modification as per Sub-section 14.14.1 above, or in
the event the parties are not able to reach agreement to modify the franchise as per Sub-section
14.14.1 above, then the term of Grantee's Franchise shall, upon ninety (90) days written notice
from Grantee, be shortened so that the Franchise shall be deemed to expire on a date six (6)
months from the first day of the month following the date of Grantee's notice.
20
AGREED TO THIS &*DAY OF Pr~LJ..J", 2012.
Comc~tof ~~~Q
By: ~.~ 6.. =---
[Title] __., Timothy T. Nester
SVP • Finance and Accounting
EXHIBITS
Exhibit A: Municipal Buildings to be Provided Gratis Basic Cable Service
Exhibit B: Customer Service Standards
21
EXHIBIT A
MUNICIPAL BUILDINGS IN CAMAS, WA, CURRENTLY PROVIDED GRATIS
BASIC CABLE SERVICE BY COMCAST
CAMAS FIRE DEPT 42
CAMAS FIRE DEPT
CAMAS LIBRARY
CAMAS POLICE
SKY RIDGE MIDDLE SCHOOL
PRUNE HILL ELEMENTARY
DOROTHY FOX ELEMENTARY
JD ZELLERBACH SCHOOL
LIFE SKILLS CENTER (CAMAS SD)
LACAMAS HEIGHTS ELEMENTARY
CAMAS SCHOOL DIST
HELEN BALLER ELEMENTARY
HAYES FREEDOM HIGH SCHOOL
CAMAS HIGH SCHOOL
LIBERTY MIDDLE SCHOOL
WOODBURN ELEMENTARY
2013)
\
4321 NWPARKERST
323 NE FRANKLIN ST
625 NE 4TH AVE
2100 NE 3RD AVE
5220 NW PARKER ST
1601 NW TIDLAND ST
2623 NW SIERRA ST
841 NE 22ND AVE
612 NE 2ND AVE OFC
4600 NE GARFIELD ST
2041 NE lONE ST
1954 NE GARFIELD ST
1612 NE GARFIELD ST
26900 SE 15TH ST
1612 NE GARFIELD ST
2400 NE WOODBURN DR (scheduled opening fall
22
EXHIBITB
CUSTOMER SERVICE STANDARDS
These standards shall apply to the Franchisee to the extent it is providing Cable Services over the
Cable System in the Franchise area.
SECTION 1: DEFINITIONS
A. Respond: Franchisee's investigation of a Service Interruption by receiving a
Subscriber call and opening a trouble ticket, if required.
B. Significant Outage: A significant outage of the Cable Service shall mean any
Service Interruption lasting at least four ( 4) continuous hours that affects at least ten percent
(1 0%) of the Subscribers in the Service Area.
C. Service Call: The action taken by the Franchisee to correct a Service Interruption
the effect of which is limited to an individual Subscriber.
D. Standard Installation: Installations where the subscriber is within one hundred
twenty five (125) feet of trunk or feeder lines.
SECTION 2: TELEPHONE AVAILABILITY
A. The Franchisee shall maintain a toll-free number to receive all calls and inquiries
from Subscribers in the Franchise Area and/or residents regarding Cable Service. Franchisee
representatives trained and qualified to answer questions related to Cable Service in the Service
Area must be available to receive reports of Service Interruptions twenty-four (24) hours a day,
seven (7) days a week, and other inquiries at least forty-five (45) hours per week. Franchisee
representatives shall identify themselves by name when answering this number.
B. The Franchisee's telephone numbers shall be listed, with appropriate description
(e.g. administration, customer service, billing, repair, etc.), in the directory published by the local
telephone company or companies serving the Service Area, beginning with the next publication
cycle after acceptance of this Franchise by the Franchisee.
C. Franchisee may use an Automated Response Unit ("ARU") or a Voice Response
Unit ("VRU") to distribute calls. If a foreign language routing option is provided, arid the
Subscriber does not enter an option, the menu will default to the first tier menu of English
options.
After the first tier menu (not including a foreign language rollout) has run through three
times, if customers do not select any option, the ARU or VRU will forward the call to a queue
for a live representative. The Franchisee may reasonably substitute this requirement with
another method of handling calls from customers who do not have touch-tone telephones.
23
D. Under Normal Operating Conditions, calls received by the Franchisee shall be
answered within thirty (30) seconds. The Franchisee shall meet this standard for ninety percent
(90%) of the calls it receives at all call centers receiving calls from Subscribers, as measured on a
cumulative quarterly calendar basis. Measurement of this standard shall include all calls
received by the Franchisee at all call centers receiving calls from Subscribers, whether they are
answered by a live representative, by an automated attendant, or abandoned after 30 seconds of
call waiting.
E. Under Normal Operating Conditions, callers to the Franchisee shall receive a busy
signal no more than three (3%) percent of the time during any calendar quarter.
F. At the Franchisee's option, the measurements and reporting above may be
changed from calendar quarters to billing or accounting quarters. The Franchisee shall notify the.
LF A of such a change at least thirty (30) days in advance of any implementation.
SECTION 3: INSTALLATIONS AND SERVICE APPOINTMENTS
A. All installations will be in accordance with FCC rules, including but not limited
to, appropriate grounding, connection of equipment to ensure reception of Cable Service, and the
provision of required consumer information and literature to adequately inform the Subscriber in
the utilization of the Franchisee-supplied equipment and Cable Service.
B. The Standard Installation shall be performed within seven (7) business days after
an order has been placed.
The Franchisee shall meet this standard for ninety-five percent (95%) of the Standard
Installations it performs, as measured on a calendar quarter basis, excluding customer requests
for connection later than seven (7) days after the order is placed.
At the Franchisee's option, the measurements and reporting above may be changed from
calendar quarters to billing or accounting quarters. The Franchisee shall notify the LF A of such
a change at least thirty (30) days in advance of any implementation.
C. The Franchisee will offer Subscribers "appointment window" alternatives for
arrival to perform installations, Service Calls and other activities of a maximum four (4) hours
scheduled time block during appropriate daylight available hours, usually beginning at 8:00AM
unless it is deemed appropriate to begin earlier by location exception. At the Franchisee's
discretion, the Franchisee may offer Subscribers appointment arrival times other than these four
(4) hour time blocks, if agreeable to the Subscriber. These hour restrictions do not apply to
weekends.
24
SECTION 4: SERVICE INTERRUPTIONS AND OUTAGES
A The Franchisee shall notify the LF A of any Significant Outage of the Cable
Service.
B. The Franchisee shall exercise commercially reasonable efforts to limit any
Significant Outage for the purpose of maintaining, repairing, or constructing the Cable System.
Except in an emergency or other situation necessitating a more expedited or alternative
notification procedure, the Franchisee may schedule a Significant Outage for a period of more
than four ( 4) hours during any twenty-four (24) hour period only after the LF A and each affected
Subscriber in the Service Area have been given fifteen (15) days prior notice of the proposed
Significant Outage. Notwithstanding the forgoing, Franchisee may perform modifications,
repairs and upgrades to the Cable System between 12.01 a.m. and 6 a.m. which may interrupt
service, and this Section's notice obligations respecting such possible interruptions will be
satisfied by notice provided to Subscribers upon installation and in the annual subscriber notice.
C. Franchisee representatives who are capable of responding to Service Interruptions
must be available to Respond twenty-four (24) hours a day, seven (7) days a week.
D. Under Normal Operating Conditions, the Franchisee must Respond to a call from
a Subscriber regarding a Service Interruption or other service problems within the following time
frames:
(1) Within twenty-four (24) hours, including weekends, of receiving
subscriber calls respecting Service Interruptions in the Service Area.
(2) The Franchisee must begin actions to correct all other Cable Service
problems the next business day after notification by the Subscriber or the LF A of a Cable Service
problem.
E. Under Normal Operating Conditions, the Franchisee shall complete Service
Calls within seventy-two (72) hours of the time Franchisee commences to Respond to the
Service Interruption, not including weekends and situations where the Subscriber is not
reasonably available for a Service Call to correct the Service Interruption or circumstances that
prevent Franchisee from correcting the Service Interruption within the seventy-two (72) hour
period.
F. The Franchisee shall meet the standard in Subsection E. of this Section for ninety
percent (90%) of the Service Calls it completes, as measured on a quarterly basis.
At the Franchisee's option, the measurements and reporting above may be changed from
calendar quarters to billing or accounting quarters. The Franchisee shall notify the LF A of such
a change at least thirty (30) days in advance of any implementation.
G. Under Normal Operating Conditions, the Franchisee shall provide a credit upon
Subscriber request when all Channels received by that Subscriber are out of service for a period
of four (4) consecutive hours or more. The credit shall equal, at a minimum, a proportionate
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amount of the affected Subscriber(s) current monthly bilL In order to qualify for the credit, the
Subscriber must promptly report the problem and allow the Franchisee to verify the problem if
requested by the Franchisee. If Subscriber availability is required for repair, a credit will not be
provided for such time, if any, that the Subscriber is not reasonably available.
H. Under Normal Operating Conditions, if a Significant Outage affects all Video
Programming Cable Services for more than twenty-four (24) consecutive hours, the Franchisee
shall issue a credit to the affected Subscribers in the amount equal to their monthly recurring
charges for the proportionate time the Cable Service was out, or a credit to the affected
subscribers in the amount equal to the charge for the basic plus enhanced basic level of service
for the proportionate time the Cable Service was out, whichever is technically feasible or, if both
are technically feasible, as determined by Franchisee provided such determination is non-
discriminatory. Such credit shall be reflected on Subscriber billing statements within the next
available billing cycle following the outage.
SECTION 5: CUSTOMER COMPLAINTS
Under Normal Operating Conditions, the Franchisee shall investigate Subscriber
complaints referred by the LFA within five (5) business days. The Franchisee shall notify the
LFA of those matters that necessitate an excess of five (5) business days to resolve, but those
matters must be resolved within fifteen (15) days of the initial complaint. The LFA may require
reasonable documentation to be provided by the Franchisee to substantiate the request for
additional time to resolve the problem. For purposes of this Section, "resolve" means that the
Franchisee shall perform those actions, which, in the normal course of business, are necessary to
investigate the Customer's complaint and advise the Customer of the results of that investigation.
SECTION 6: BILLING
A. Subscriber bills must be itemized to describe Cable Services purchased by
Subscribers and related equipment charges. Bills shall clearly delineate activity during the
billing period, including optional charges, rebates, credits, and aggregate late charges. Franchisee
shall, without limitation as to additional line items, be allowed to itemize as separate line items,
franchise fees, taxes and/or other governmentally imposed fees. The Franchisee shall maintain
records of the date and place of mailing ofbills.
B. Every Subscriber with a current account balance sending payment directly to
Franchisee shall be given at least twenty (20) days, or as otherwise provided by Franchisee, from
the date statements are mailed to the Subscriber until the payment due date.
C. A specific due date shall be listed on the bill of every Subscriber whose account is
current. Delinquent accounts may receive a bill which lists the due date as upon receipt;
however, the current portion of that bill shall not be considered past due except in accordance
with Subsection 6.B. above.
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D. Any Subscriber who, in good faith, disputes all or part of any bill shall have the
option of withholding the disputed amount without disconnect or late fee being assessed until the
dispute is resolved provided that:
(1) The Subscriber pays all undisputed charges;
(2) The Subscriber provides notification of the dispute to Franchisee within
five ( 5) days prior to the due date; and
(3) The Subscriber cooperates rn determining the accuracy and/or
appropriateness of the charges in dispute.
(4) It shall be within the Franchisee's sole discretion to determine when the
dispute has been resolved.
E. Under Normal Operating Conditions, the Franchisee shall initiate investigation
and resolution of all billing complaints received from Subscribers within five (5) business days
of receipt of the complaint. Final resolution shall not be unreasonably delayed.
F. The Franchisee shall provide a telephone number and address on the bill for
Subscribers to contact the Franchisee.
G. The Franchisee shall forward a copy of any Cable Service related billing inserts or
other mailing sent to Subscribers to the LF A upon request.
H. The Franchisee may provide all Subscribers with the option of paying for Cable
Service by check or an automatic payment option where the amount of the bill is automatically
deducted from a checking account ·designated by the Subscriber. Franchisee may, at its
discretion, permit payment by using a major credit card on a preauthorized basis. Based on
credit history, at the option of the Franchisee, the payment alternative may be limited.
I. LF A hereby requests that Franchisee omit LF A name, address and telephone
number from Franchise bill as permitted by 47 CPR 76.952.
SECTION 7: DEPOSITS, REFUNDS AND CREDITS
A. The Franchisee may require refundable deposits from Subscribers 1) with a poor
credit or poor payment history, 2) who refuse to provide credit history information to the
Franchisee, 3) who rent Subscriber equipment from the Franchisee, or 3) as otherwise reasonably
determined by Franchisee, so long as such deposits are applied on a non-discriminatory basis.
The deposit the Franchisee may charge Subscribers with poor credit or poor payment history or
who refuse to provide credit information may not exceed an amount equal to an average
Subscriber's monthly charge multiplied by six (6). The maximum deposit the Franchisee may
charge for Subscriber equipment is the cost of the equipment which the Franchisee would need
to purchase to replace the equipment rented to the Subscriber.
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B. The Franchisee shall refund or credit the Subscriber for the amount of the deposit
collected for equipment, which is unrelated to poor credit or poor payment history, after one year
and. provided the Subscriber has demonstrated good payment history during this period. The
Franchisee shall pay interest on other deposits if required by law.
C. Under Normal Operating Conditions, refund checks or credits will be issued
within the next available billing cycle following the resolution of the event giving rise to the
refund or credit, (e.g. equipment return and fmal bill payment).
D. Credits for Cable Service will be issued no later than the Subscriber's next
available billing cycle, following the determination that a credit is warranted, and the credit is
approved and processed. Such approval and processing shall not be unreasonably delayed.
E. Bills shall be considered paid when appropriate payment in full is received by the
Franchisee or its' authorized agent. Appropriate time considerations shall be included in the
Franchisee's collection procedures to assure that payments due have been received before late
notices or termination notices are sent.
SECTION 8: RATES, FEES AND CHARGES
A. The Franchisee shall not, except to the extent permitted by law, impose any fee or
charge for Service Calls to a Subscriber's premises to perform any repair or maintenance work
related to Franchisee equipment necessary to receive Cable Service, except where such problem
is caused by a negligent or wrongful act of the Subscriber (including, but not limited to a
situation in which the Subscriber reconnects Franchisee equipment incorrectly) or by the failure
of the Subscriber to take reasonable precautions to protect the Franchisee's equipment (for
example, a dog chew).
B. The Franchisee shall provide reasonable notice to Subscribers of the possible
assessment of a late fee on bills or by separate notice. ·
SECTION 9: DISCONNECTION /DENIAL OF SERVICE
A. The Franchisee shall not terminate Cable Service for nonpayment of a delinquent
account unless the Franchisee mails a notice of the delinquency and impending termination prior
to the proposed final termination. The notice shall be mailed to the Subscriber to whom the
Cable Service is billed. The notice of delinquency and impending termination may be part of a
billing statement.
B. Cable Service terminated in error must be restored without charge within twenty-
four (24) hours of notice. If a Subscriber was billed for the period during which Cable Service
was terminated in error, a credit shall be issued to the Subscriber if the Service Interruption was
reported by the Subscriber.
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C. Nothing in these standards shall limit the right of the Franchisee to deny Cable
Service for non-payment of previously provided Cable Services, refusal to pay any required
deposit, theft of Cable Service, damage to the Franchisee's equipment, abusive and/or threatening
behavior toward the Franchisee's employees or representatives, or refusal to provide credit
history information or refusal to allow the Franchisee to validate the identity, credit history and
credit worthiness via an external credit agency.
SECTION 10: COMMUNICATIONS WITH SUBSCRIBERS
A. All Franchisee personnel, contractors and subcontractors contacting Subscribers
or potential Subscribers outside the office of the Franchisee shall wear a clearly visible
identification card bearing their name and photograph. The Franchisee shall make reasonable
effort to account for all identification cards at all times. In addition, all Franchisee
representatives shall wear appropriate clothing while working at a Subscriber's premises. Every
service vehicle of the Franchisee and its contractors or subcontractors shall be clearly identified
as such to the public. Specifically, Franchisee vehicles shall have the Franchisee's logo plainly
visible. The vehicles of those contractors and subcontractors working for the Franchisee shall
have the contractor's/subcontractor's name plus markings (such as a magnetic door sign}
indicating they are under contract to the Franchisee.
B. All contact with a Subscriber or potential Subscriber by a Person representing the
Franchisee shall be conducted in a courteous manner.
C. The Franchisee shall send annual notices to all Subscribers informing them that
any complaints or inquiries not satisfactorily handled by the Franchisee may be referred to the
LFA.
D. All notices identified in this Section shall be by either:
(1) A separate document included with a billing statement or included on the
portion of the monthly bill that is to be retained by the Subscriber; or
(2) A separate electronic notification.
E. The Franchisee shall provide reasonable notice to Subscribers of any pricing
changes (excluding sales discounts, new products or offers) and, subject to the forgoing, any
changes in Cable Services, including channel line-ups. Such notice must be provided to
Subscribers a minimum of thirty (30) days in advance of such changes if within the control of the
Franchisee, and the Franchisee shall provide a copy of the notice to the LF A including how and
when the notice was or will be given to Subscribers.
F. The Franchisee shall provide information to all Subscribers about the following
items, if applicable, at the time of installation of Cable Services, annually to all Subscribers, at
any time upon request, and, subject to Subsection lO.E., at least thirty (30) days prior to making
significant changes in the information required by this Section if within the control of the
Franchisee:
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(1) Products and Cable Service offered;
(2) Prices and options tor Cable Services and condition of subscription to
Cable Services. Prices shall include those for Cable Service options, equipment rentals, program
guides, installation, downgrades, late fees and other fees charged by the Franchisee related to
Cable Service;
(3) Installation and maintenance policies including, when applicable,
information regarding the Subscriber's in-home wiring rights during the period Cable Service is
being provided;
(4) Channel positions of Cable Services offered on the Cable System;
(5) Complaint procedures, including the name, address and telephone number
of the LF A, but with a notice advising the Subscriber to initially contact the Franchisee about all
complaints and questions;
( 6) Procedures for requesting Cable Service credit;
(7) The availability of a parental control device;
(8) Franchisee practices and procedures for protecting against invasion of
privacy; and
(9) The address and telephone number of the Franchisee's office to which
complaints may be reported.
G. Notices of changes in rates shall indicate the Cable Service new rates and old
rates, if applicable and possible.
H. Notices of changes of Cable Services and/or Channel locations shall include a
description of the new Cable Service, the specific channel location, and the hours of operation of
the Cable Service if the Cable Service is only offered on a part-time basis. In addition, should
the channel location, hours of operation, or existence of other Cable Services be affected by the
introduction of a new Cable Service, such information must be included in the notice.
I. Every notice of termination of Cable Service shall include the following
information:
(1) The name and address of the Subscriber whose account is delinquent;
(2) The amount of the delinquency for all services billed;
(3) The date by which payment is required in order to avoid termination of
Cable Service; and
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(4) The telephone number for the Franchisee where the Subscriber can
receive additional information about their account and discuss the pending termination.
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