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HomeMy WebLinkAboutO-1470 - Cable television franchise; repeals Ord. 567 (Special)·~.1 r"'"f\'.~...,;"W \.i~'k'-2-f.JOO ,i'II Wi ",.:li""rt ~. .Filer' CIT Y 0 F MAR Y S V ILL E Marysville,Washington ORDINANCE NO.11(7CJ AN ORDINANCE OF THE CITY OF MARYSVILLE,GRANTING A NON- EXCLUSIVE FRANCHISE TO TCI CABLEVISION OF WASHINGTON, INC.,TO CONSTRUCT,INSTALL AND OPERATE LINES,WIRES, COAXIAL CABLE AND APPURTENANCES FOR ORIGINATING, RECEIVING,DISTRIBUTING AND SUPPLYING RADIO,TELEVISION AND OTHER CABLE COMMUNICATION SERVICE ALONG,ACROSS AND UPON THE PUBLIC'S STREETS,WAYS,ALLEYS,AND PLACES WITH THE CITY OF MARYSVILLE;AND REPEALING ORDINANCE 567 WHICH GRANTED A CATV FRANCHISE TO GT&E COMMUNICATIONS, INC.ON OCTOBER 10,1966. The City Council of the City of Marysville do ordain as follows: Section 1:Definitions.In addition to those terms defined in Chapter 5.68 of the Marysville Municipal Code (Master Cable Ordinance)the following specific definitions shall apply to this franchise ordinance. (a)"Access channels"means the free composite channels to be used for educational purposes and by government and public agencies and/or their representatives. (b)"Basic service"means that cable service regularly provided to all subscribers that includes the retransmission of local broadcast television signals and the public, educational and governmental channel,if required by the terms hereof. (c)"CATV"means a community antenna television system as hereinafter defined. ,,. \" 1$\'•..<: (d)"Channel"means a single path or section of the spectrum which carries a television signal. (e)"Community Antenna Television System","cable television system"or "system",means a system of ant~nnas, cables,wires,lines,towers,transmission lines,equipment or facilities,designed and constructed for the purpose of producing,receiving,transmitting,amplifying, scrambling and distributing audio,video and other forms of electronic or electrical signals,located in whole or in part in the City. (f)"Converter"means an electronic device with a channel selector which converts cable signals to a frequency (s) which permit a subscriber's television receiver to utilize all authorized cable signals for viewing. (g)"Decoder"means electronic equipment which converts an electronically scrambled picture into a viewable signal. (h)"Insti tution"means a building or buildings Where service may be utilized in connection with business, trade,'profession,public agency or service,school, or non-profit organization. (i)"Institutional network"means a cable .communications network designed principally for the provision of non-entertainment interactive services to businesses, schools,public agencies or other non-profit agencies. (j)"Interactive services"means services provided to .s ubs cr i be r s .where the subscriber either (a)both receives -2- information consisting of either television or other signals and transmits signals generated by the subscriber or equipment under his/her control for the purpose of selecting what information shall be transmitted to the subscriber or for any other purpose;or (b)transmits signals to any other Loca t Lon for any purpose. (k)"Lea sed access channe l."means any channel or portion of a channel available for programming for a fee or charge by persons or entities other than the franchisee. (1)IILocal origination channel ll means any channel·or portion of a channel on which the local franchisee offers programming. (m)1I0peratorll means the person to whom a franchise is granted pursuant to the provisions of this ordinance. (ri )"Premi urn service."means programming over and above those provided by basic service for which there is addit~onal charge. (0)"Re s LderrtLa I network"means a cable communications network designed principally for the delivery of entertainment,community access and/or interactive services to individual dwelling units. (p)"Scrambler"means a device used to electronically alter a signal so that it can be viewed by use of special decoding device(s). (q)"Service tier ll means a category of cable service or other services,·provided by franchisee for which a separate charge is made by franchisee. ..-3- I \\. Section 2:Purpose.This franchise shall constitute an agreement between the City of Marysville and TCl Cablevision of Washington,Inc.,(hereinafter the "operator").The operator promises to construct,maintain,and operate a cable television system for the distribution of television and other electronic signals pursuant to the terms of this franchise.The City agrees to grant the operator all necessary rights and privileges to use pub l i c rights-of-way necessary for a cable television system.This agreement shall,as of its effective date,'if previously accepted by the operator,supersede and replace all existing franchises previously granted by the City Marysville to the operator or any of its predecessors, subsidiaries or affiliated companies. Section 3:Length of the Franchise.This franchise shall be for a term through midnight September 30,2001. Section 4:Terms of the Franchise.This franchise granted to the operator,shall not be deemed exclusive'and shall not in any manner prevent the City of Marysvi Ll,e from granting other franchises.The operator agrees to all the terms, condi tions,requirements,obligations,and duties as outlined of the Mar y s vi lIe M u n i c i pal (hereinafter "Cable Communications Regulatory All terms used hereunder and not defined,shallOrdinance") . in Chapter 5.68 C'o d e -4- ·. Section 5:Service Area.The operator I s service area shall be the entire incorporated area of the City of Marysville, in its present incorporated form or in any later reorganized, consolidated,enlarged,or re-incorporated form. Section 6:Rates.Operator shall file annually or when changes occur,with the City a complete schedule of all rates to be charged to subscribers,including but not limited to: (a)Installation of Basic Service. (b)Periodic charges for Basic Service. (c)Installation of Premium Service. (d)Peri09ic charges for Premium Service. (e)Installation of FM service. (f)Periodic charges for FM service (including rate for FM service as a primary service). (g)Charges for relocation and reconnection. (h)Converter charges. (i)Charges for parental control keys. (j)Installation charges for bulk/commercial service. (k).Periodic charges for bulk/commercial service. (1)Installation charges for additional outlet service. (m)Periodic charges for additional outlet service. (n)Discounts for multiple premium services,etc. (0)Interactive service charges. (p) Extended drop installation charges. (q)Charge for devices for those with impaired hearing. (r).All other ·charges. -5- '.1'1,•• ..,.t' The operator shall notify the City in writing thirty (30)days in advance of any modification in said rates. The rates charged to subscribers for nonpremium programming shall be no more than $11.95 (Eleven dollars and n i.net y-if Lve cents)for the period from the date of this franchise agreement until December 29,1986.The programming of such services shall consist of CBUT,Community Programming,KaMa, KING, CHEC,KIRO,ESPN, KCTS,WTBS,KSTW,KVOS,KCPQ, KQFB,CBN, CNN, USA,MTV,LIFE,Nashville,or equivalent programming recognizing the necessity to comply with present and f ut.ur e Federal Communications Commission regulations and the provisions of Sections 624 and 625 of the Cable Act. Section 7:Franchise Fees.The operator shall pay the City quarterly,on or before the tenth (10th)day of each January,April,July and October,a sum equal to five percent (5%)of the Gross revenues.In the event that Federal laws subsequently enacted change the franchise fee,the new fees shall be reflected automatically as a modification of above rates and shall be payable by the operator upon the date of such enactment. The operator shall estimate 1ts total gross revenues for each quarter.At the end of the year a final report shall be submitted together with final adjusted payment for the year no later than forty-five (45)calendar days after the relevant computation date.·Interest shall be paid at a rate of no less than twelve percent (12%)or any other rate whose -6- basic service,pay service, converter charges,advertising, such other relevant facts as maximum is permitted by applicable State or Federal law per annum on any variance in the final report that resulted in quarterly underpayment I s ) .Each payment shall be accompanied by a financial report showing the basis for the computation separately showing revenues received within the City from installations,second outlets, other sources of revenue and may be reasonably required by the City. The City shall have the right,and reasonable time,·to inspect the books and records of the operator for the purpose of ascertaining the actual subscriber charges. No acceptance of any payment shall be construed as a release of any claim the City may have for further or additional sums payable under the provisions of this ordinance. Nothing in this section shall limit the operator's liability to pay applicable local taxes.This reservation includes,but is not limited to any applicable amusement taxes, business and occupation taxes,utility and property taxes. Section 8:Access Equipment.The operator shall make available broadcast equipment at its system office for the use of public agencies and the residents of the Marysville area for broadcast over the Public,Educational and Governmental access channel(sf.Initially,at a minimum,such equipment shall consist of a character generator and two compatible ~"video tape players ·for dubbing and editing capabilit~. -7- :' It is anticipated that as community interest in access programming develops,the operator,in keeping with its expressed interest in community relations,shall,at the time addi tional access channels are activated as in Section 11 of this agreement,supply additional studio and/or mobile broadcast equipment as well as appropriate technical assistance. By agreeing to sharing such equipment,the City does not waive its rights under Section 611(c)and (d)of the Cable Act. Section 9:Franchising Costs.The operator shall pay to the City,upon acceptance of any franchise granted hereund€r, the City's out-of -pocket costs associated with the selection and franchising process.However such costs shall be limited to consulting fees and expenses,and the costs of pUblishing notices and ordinances.Consulting fees in themselves shall not exceed nine thousand dollars ($9,000).Such payment is not deductible or considered in lieu of franchise fee payments. Payment is due within thirty (30)days of receipt of appropriate invoice from the City. Section 10:System Capability.The operator shall provide the minimum of a 300 MHz system capable of thirty-five (35) channels and shall be activated with an initial minimum of twenty-three (23)channels of service.Such system shall be fully operational no less than twelve (12)months from the date of the award of the franchise. Furthermore,at such time as thirty percent (30%)of other'systems operated by,Tele-Communic~tions,Inc.of similar -8- .:~.... '..,, demographics,as determined by trade reference books,have installed or are upgraded to a 400 MHz operation,then the City Council may after determining community needs direct the operator to make a similar upgrade capability.Such system shall be completed within eighteen (18)months of such notification to the operator.Demographic factors to be considered are size of the subscriber base and the number of dwelling units passed.Whenever possible,the age of plant and date of purchase should also be considered in this evaluation. Section 11:Access Channels.The operator shall provide access channels dedicated for public,educational and governmental purposes.One access channel may be initially dedicated for the use of all pUblic,educational and government access until such utilization warrants sepCj.rate viewing channels.The City Council may require the operator to activate an additional access channel when the first is in use eighty percent (80%)of the weekd 9ys for eighty percent (80%)of t.he time between 10 AM and 10 PM for ten (10)consecutive weeks.Thereafter,if the first channel's volume of programming is less than the above specified limit,then the added access channel shall revert to the control of the operator,to be programmed at operator's discretion.Later should the minimum levels of programming again be exceeded,whether such reversion is temporary or permanent shall be determined by the City Council.The City sha+l provide twelve (12)months notice -9- to the operator of any required return of such channel to access use. Section 12:Institutional Network.The operator shall make available without charge for use by schools,libraries and certain designated public buildings located within the Ci ty of Marysvi Ll e ,decoding or other devices so that special secured programming may be received over the public access channel during hours of least general public demand.However such usage shall be considered in the criterion of Section 11. Section 13:Other Interactive Services.The operator shall install an interactive system available to all subscribers.This system may provide such services as security, computer interaction,banking,shopping,etc.on a "two-way" basis.This facility shall be provided at such time when thirty percent (30%)of Tele-Communications,Inc.' s other systems of similar demographics as determined by trade reference books have installed such system.Demographic factors to be considered are size of the subscriber base and the number of dwelling units passed.Whenever possible,the age of plant and date of purchase should also be considered in this evaluation. Section 14:Public Municipal Bu~ldings;The operator shall provide without charge one (1)outlet of basic service to the City's office building(s),fire station,police station, and public school buildings that are passed by its cable system. -10- ,.. The outlets of basic service shall not be used to distribute or sell cable services in or throughout such buildings;nor shall such outlets be located in common or public areas open to the public.Users of such outlets shall hold operator harmless from any and all liability or claims arising out of their use of such outlets,including but not limited to, those arising from copyright liability.The operator shall not be required to provide an outlet to such buildings where the drop line from the feeder cable to said buildings or premises exceeds one hundred fifty (150)cable feet unless, at the discretion of the operator,the appropriate governmental enti ty agrees to pay the incremental cost of such drop line in excess of 150 cable feet.The operator shall make no monthly service charge for the services thus provided. Section 15:Emergency Override.In the case of any emergency or disaster,the operator shall,upon request of the City,make available its facilities for the City to provide emergency information and instructions during the emergency or disaster period.The City shall hold the operator,its agents,employees,officers,and assigns hereunder harmless from any claims arising out of the emergency use of its facilities by the City,including,but not limited to, reasonable attorney's fees and costs. Section 16:"Emergency Power.The operator shall provide a standby power system to automatically activate equipment at the headend and hubs,if applicab~e,in event of a primary electrical failure. -11- Section 17:Safety Reguirements. (a)The operator shall,at all times,employ professional care and shall install and maintain and use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage,injuries, or nuisances to the public. (b)All structures and all lines,equipment and connections in,over,under,and upon the streets, sidewalks,alleys,and public ways or places of the franchise area,wherever situated or located,shall at all times be kept and maintained in a safe,suitable condition,and in good order and repair. (c)The City reserves the general right to see that the system of the operator is constructed and maintained in a safe condition and if unsafe condition is found to exist,to order the operator to make necessary repairs and alterations,within a reasonable time period. Thereafter the City may make them or have them made, and collect all reasonable cost and expense thereof from the operator.However,nothing in this franchise shall be construed to place an obligation on the City to make such inspections or repairs or alterations. Section 18:Construction Inspection.Should the City have probable cause either through subscriber complaints or other means t.o believe that a problem may exist in the technical performance of the sys~em,the operator shall be notified -12- "" in writing of such alleged defects and furnished data leading to such supposition.The operator shall be given an opportunity to correct such.defects wi thin a reasonable time.If such condition(s)persist,the City upon,written advance notification of no less than ten (10)working days,and upon proper identification of inspectors,shall have the right to inspect the operator's system to ascertain if the operator is in compliance with the standards specified in this franchise and master ordinance.Costs for such an inspection shall be borne by the operator provided such deficiencies·are demonstrated to exist. Section 19:Upgrade Commencement.Upon granting of this franchise,the operator shall immediately pursue the obtaining of all other necessary permits and licenses with all due diligence and speed.No later than ninety (90)days subsequent to obtaining such licenses and permits,the operator shall begin upgrade of the system,if not already so done, in accordance with the overall schedule as set forth by this franchise. Section 20:Upgrade Construction Penalties.The operator shall be assessed the sum of Two Hundred Dollars ($200.00) per day as compensatory liquidated damages for each day the installation upgrade is not fully completed after the expiration of the twelve (12)month period following the awarding of the franchise,except for delays due to acts of God.The operator may obtain extensions of u~grade deadlines due to -13- ,\' t, delays caused by circumstances beyond operator's control. The City shall have the right,solely and exclusively wi thin its reasonable discretion,to grant such extensions and to waive such penalties.Any such waiver shall not constitute waiver of future rights to enforce this penalty. Section 21:Performance Tests.On an annual basis, and upon request by the City,the operator shall furnish test results to determine that such system is adhering to technical standards as required by the FCC. Section 22:Record Inspection.The City reserves the right to inspect the records of the operator at any time during normal business hours with advance written notice.Such documents shall include,but not be limited to such information as financial records,tax returns,and plans as necessary for the enforcement of terms of the franchise agreement. Section 23:Periodic Reports.Upon advance request from the City and no sooner than sixty (60)days from the conclusion of the fiscal year,the operator shall furnish to the City a report of its activities in this franchise area, including,but not limited to the following: (a)Annual report and 10-K Report to the SEC,if so required of the franchisee.If the operator is not required to file such reports,an independent certified audited financial report shall suffice.However,it is understood that such reports may be submitted beyond .this reportingpe~iod if consistent with operator's corporate policies. -14- ',' (b)Listings of the number of subscribers within the City. (c)The number of dwelling units passed. (d)The number of subscribers with basic service. (e)The number of subscribers with premium services. (f )The number of subscribers with two-way services. (g)The number of hook-ups in period. (h)The number of disconnects in period. (i )The number of miles of new or rebuilt cable laid in period. ( j )Total number of miles of cable in city. (k)Comments on citizen relations,such as number of complaints received and how those complaints were resolved. (1)Plans for future technical upgrading. / (m)Plans for future programming and/or changes. (n)Maps indicating existing location of headend equi~ment,trunk and distribution lines and projected routes with construction completion estimates by month or by quarter if changed from previous reporting period. (0)General comments. Section 24:Customer Service.The operator shall provide a local business office within ten (10)miles of the City Hall of Marysville.Operator shall provide an adequate number of telephone lines,telephone instruments and trained personnel to insure against undue delay in answering consumer requests. In addition,telephone ·answering rec~rding devices shall be .-15- "\' ". activated after normal business hours so that all such inquiries and/or complaints may be monitored and prompt response made by the operator.The efficiency of such telephone response shall be judged by the City by citizens'complaints and spot checks by City officials or its designee.Upon notification of any deficiency operator shall then take immediate corrective action to satisfy such problem(s). In the event that the operator's service to any subscriber is interrupted for twenty-four (24)consecutive hour s,except for acts of God and matters beyond control of the operat.or, and except in circumstances for which the prior approval of the interruption is obtained from the City,the operator shall, upon request of the affected subscriber,provide a pro-rata rebate of the total monthly fees to each affected subscriber in addition to any other applicable refund or penalty. The operator shall ensure that all subscribers and/or members of the general public have recourse to a satisfactory hearing of any complaint.The operator shall take affirmative action to make known to all subscribers the method of obtaining such a hearing including the provisions of this section enumerated below. Should a person have an unresolved complaint regarding cable service or the actions or non-actions of the operator such complaint may be lodged with the City,or the designee of the City..The City retains responsibi Ii ty for continuing oversight'administration of the franchise granted pursuant -16- .. \'.," to this franchise and under the terms thereof and in accordance with the Cable Act Section 632.It may delegate such authority to an agent if desired.The operator shall provide this information together with appropriate telephone and address to all subscribers on informative material left with a new subscriber and,at least once a year,through notification by mail and through the access channel. Section 25:Franchise Discussions.A meeting between the operator and the City shall be held annually on or about the anniversity date of the granting of the franchise.However, such meetings may be called at other such times as may be deemed necessary by the City or the operator.The subjects of the annual meetings shall cover,but not be limited to, such subjects as:consumer complaints,construction progress, programming,technical improvements and other matters. Section 26:Modification of Franchise Obligations.The operator's rights to modify its franchise obligations shall be conditioned on mutual agreement of the City and franchisee or as provided for in Section 625 of the Cable Act. Section 27:Conformance to FCC Regulations.If any portion of this franchise should be inconsistent with any rule or regulation now or hereinafter adopted by the FCC, then to the extent of the inconsistency,"the rule or regulation of the FCC shall control for so long as such rule or regulation shall remain in effect,but·the remaining provisions of this franchise ~hall not hereby be affected. -17- ·.',,','.' -; Section 28:Renewal Before Expiration.Notwithstanding anything to the contrary set forth in this Section,the operator and the City agree that at any time during the term of the then current franchise,while affording the pUblic appropriate notice and opportunity to comment,the City and operator may agree to undertake 'and conclude negotiations regarding renewal thereof.The operator and the City consider the terms set forth in this section to be consistent with the express provisions of Section 626 of the Cable Act. Section 29:Continuity of Service.It shall be'the right of all subscribers to continue receiving service so long as their financial obligations to the company are fUlfilled. (a)In this regard the operator shall act so far as it is within the control of the operator so as to ensure that all subscribers receive continuous uninterrupted serv~ce during the term of this franchise. (b )In the event the operator fails to operate a system for twenty-four (24)continuous and consecutive hours wi thout prior notification to and approval of the City Councilor without just cause such as an impossibility to operate the system because of the occurrence of a natural disaster,the City may,.at its option,operate the system or designate someone to operate the system' until such time as the operator restores service to corid i.tionsacceptable to the City Councilor a permanent -18- '.."," .'•..1' operator is selected.If the City is required to fulfill this obligation for the operator,the operator shall reimburse the City for all reasonable costs or damages in excess'of revenues from the system received by the Ci ty that are the result of the operator I s failure to perform. Section 30:Removal &Abandonment of Property of Franchisee.Pursuant to state and federal law,in the event that the use of any part of the CATV system is discontinued for any reason for a continuous period of twelve (12)mont.hs , or in the event such system or property has been installed in any street or public place without complying with the requirements of this franchise or other City ordinances or this franchise has been terminated,cancelled or has expired, the operator shall promptly,upon being given ten (10)days' notice,remove from the streets or public places all such property and poles of such system other than any which the Ci ty may permit to be abandoned in place.In the event of such removal,the operator shall promptly restore the street or other areas from which such property has been removed to a condition similar to that condition existing before such removal. Pursuant to'state and federal law,any property of the operator.remaining in place sixty (60)days after the termination or expiration of the franchise shall be considered permanently abandoned ..The City may extend such time not to exceed an .additional sixty (60)days. -19- ". \, Any property of the operator to be abandoned in place shall be abandoned in such manner as the City shall prescribe. Upon permanent abandonment of the property of the operator in place,the property shall become that of the City,and the operator shall submit to the City Clerk an instrument in writing,to be approved by the City Attorney,transferring to the City the ownership of such property. Section 31:Building Moving.The operator shall,on the request of any person holding a building moving permit issued by the City,temporarily raise or lower its wires·to permit the moving of such buildings,provided:(a)the expense of such temporary raising or lowering of wires is paid by said person,including,if required by the operator,making such payment in advance:and (b)the operator is given not less than ten (10)business days'advance written notice to arrange for such temporary wire changes. Section 32:Tree Trimming.With City approval,the operator shall have the authority to trim trees upon and overhanging streets and public ways of the franchise area so as to prevent the branches of such trees from corning in contact with the wires and cables of the operator and shall be responsible for debris removal from such activities,except that,at the option of the City,such trimming may be done by it or under its supervision and direction at the expense and liability of the operator.The operator shall give due no t i ce to the owner or,iessee of such property whose trees -20- ·.~'.'. may thus be involved prior to undertaking such effort. The operator shall be permitted to charge persons who own,or are responsible for,such trees or natural growth for the cost of such trimming,provided that similar charges are assessed by and paid to the uti Li,ties or the City for tree trimming.The operator shall reasonably compensate the City or property owner for any damages caused by such trimming, or shall,at its own cost and expense,reasonably replace all trees or shrubs damaged as a result of any construction of the system undertaken by the operator. Section 33:Indemnity &Hold Harmless -Waiver of Damages. The operator shall be required to indemnify and hold harmless the City from any and all liabilities,fees,costs and damages, whether to person or property,or expense of any type or nature which may occur to the City by reason of the,construction, operation,maintenance,repair and alterations of the operator's facili ties or any other actions of the operator in the City of Marysville.In any case in which suit or action is instituted against the City by reason of damages or injury caused by the operator,the City shall cause written notice thereof to be given to the operator and the operator thereupon shall have the duty to appear and defend in any such suit or action,without cost or expense to the City. No privilege or exemption shall be granted or conferred upon the operator by any franchise except those specifically prescribed therein,and any use of any street shall 'be -21- ,,'. \ Jt.'. ,.~..~.,~~ subordinate to any prior lawful occupancy of the street or any subsequent improvement or installation therein. Section 34:Insurance.The operator shall concurrently wi th the filing of an acceptance of award of this franchise, furnish to the City and file with the City Clerk or its designee and at all times during the existence of this franchise, maintain in full force and effect,at its own cost and expense, a general comprehensive liability insurance policy,in protection of the City,its officers,boards,commissions, agents and employees,in a company approved by the City Cl'erk and a form satisfactory to the City Attorney,protecting the City and all persons against liability for loss or damage for personal injury,death and property damage,and errors or omissions,occasioned by the operations of the operator under this franchise,with minimum limits of One Million Dollars ($1,000,000.00)for personal injury and property damage,and One Million Dollars ($1,000,000.00)combined. The policies mentioned in the foregoing paragraph shall name the City,its officers,boards,commissions,agents and employees,as additional insured and shall contain a provision that a written notice of cancellation or reduction in coverage of said policy shall be delivered to the City thirty (30) days in advance of the effective date thereof.If such insurance is provided by a policy which also covers the operator or any otherentity or person other than t.hos e above named, then such policy shall 'contain the s.tandard cross-liability -22- ",• "-..~..,,"," endorsement.Nothing in said insurance policy shall hinder or impair the other legal rights of the City in this regard. Section 35:Bonds and Othfr Security.Except as expressly / provided herein,operator shall not be required to obtain or maintain bonds or other surety as a condition of being awarded this franchise or continuing its existence.The City acknowledges that the legal,financial and technical qualifications of the operator are sufficient to afford compliance with the terms of this franchise and the enforcement thereof.The operator and City recognize that the costs associated with bonds and other surety may ultimately be borne by subscribers in the form of increased rates for cable services.In order to minimize such costs,the City agrees to require bonds and other surety only in such amounts and during such times as there,is a reasonably demonstrated need thereof.The City agrees that in no event,however,shall it require,a bond or other related surety in an aggregate amount greater than $5,000.00,conditioned upon the substantial performance of the material terms,covenants,and conditions of this franchise.Ini tially,no bond or other surety shall be requi red.In the event that one is required in the future, the City agrees to give the operator at least sixty (60)days' prior notice thereof stating the exact,reason for the requirement.Such reasons must demonstrate a change in the operator's legal,financial or technical qualifications which would'materially prohibit or impair ,its ability to comply with the terms of this,franchise or afford compliance therewith. -23- ...'- 0\",~..••-••., ",:,.,. Section 36:Severability.If any section,sentence, paragraph,term or provision hereof is determined to be illegal, invalid or unconstitutional,by any court of common 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,sentence,paragraph, term or provision hereof,all of Which shall remain in full force and effect for the term of this franchise or any renewal or renewals thereof. Section 37:Entire Agreement.This agreement,including the exhibits and addenda attached hereto and forming a part hereof (if any)are all of the covenants,promises,agreements, and conditions,either oral or written,between the parties. Section 38:Contractual Relationship.This agreement does not constitute the operator as the agent or legal representative of the City for any purpose whatsoever.Operator is not qr an t ed any express or implied right or authority to assume or create any obligation or responsibility on behalf of·or in the name of the City or to bind the City in any manner or thing whatsoever. 'Section 39:Applicable Law:Venue.This agreement shall be construed and interpreted in accordance with federal laws and the laws of the State of Washington ..In the event a dispute is litigated in Federal Court,such dispute shall be litigated in the United States District Court for the Western District of Washington at Seattle.In the event a dispute is litigated in Superior Court,~uch dispute shall be litigated in the -24- .. ..\~~:....'~"~;-, ~'el"~. Superior Court of the State of Washington,in and for Snohomish County. Section 40:Acceptance.This grant of franchise and its terms and provisions shall be accepted by the operator by the submission of attached written instrument,executed and sworn to by a corporate officer of the operator before a Notary Public, and filed with the City Clerk within sixty (60)days after the date of the franchise award.Such instrument shall constitute the unconditional acceptance of this franchise and the promise to comply with and abide by all its provisions,terms and conditions. Section 41:Repealer.Ordinance 567,of the City of Marysville,granting a CATV franchise to GT&E Communications, Inc.on October 10,1966 is hereby REPEALED. PASSED by d7 day of the City Council and APPROVED by the Mayor this ~47',1986. THE CITY OF MARYSVILLE By ATTEST: BY.~2£42~CITY CLERK APPROVED AS TO FORM: BQ=~~CITY AT ~Y -25- --II:I COMMUNITY TELE-COMMUNICATIONS.INC. GENERAL OFFICES .54 DENVER TECHNOLOGICAL CENTER'CALL BOX 22SSS ~WELLSHIRE STATION,DENVER,COLORADO 80222 .(303)771-8200 .LC.Sparkman Executive Vice President June 25, 1986 City of Marysville 514 Delta Avenue Marysville,Washington 98270 Re:Ordinance No .1470 Granting a Franchise to TCI Cablevision of Washington,Inc. Ladies and Gentlemen: The undersigned,TCI Cablevision of Washington,lnc.,does hereby uncon-ditionally accept the franchise granted,pursuant to Ordinance No.1470,passed and adopted on May 27, 1986, and does hereby agree that it will comply with and abide by all of the provisions,terms and conditions of the franchise. Very truly yours, TCI CABLEVISION OF WASHINGTON, INC. " \(~:~~S~~~~:2~---·"~···u, ".JCS~prkman Vice President JCS/np State of Colorado ) ) ss, County of Arapahoe )...--.- Subscribed and sworn to before me this ~day o~1986. by J C Sparkman as Vice President witness my hand and official seal. >Notary Pub Iic 5455 S.Valentia Way Englewood,CO 80111 My commission expires:~/.s;/,!'lif} ':",' ,~.{ AGREEMENT FOR CABLE COMMUNICATIONS FRANCHISE MANACEMENT CONSULTANT SERVICES THIS AGREEMENT (hereinafter "Agreement")is made and entered into effective this __,__day of ~,198~,by and between 3-H Cable Communications Consultants {hereinafter "Consultant") and the.City of Marysville,a municipal corporation duly organized and existing under and by virtue of the laws of the State of Washington (hereinafter "City"). CONSULTANT AND CITY,FOR THE MUTUAL CONSIDERATION HEREINAFTER SET FORTH,DO HEREBY PROMISE,COVENANT AND AGREE AS FOLLOWS: 1.project and Scope of Work:Consultant shall do,perform or cause to be done or performed,in a good and professional manner,the following described work.Said work shall be done and performed in accordance with all applicable federal,state and local laws,in a workmanlike manner, consistent with accepted practices for other similar services.Notwithstanding paragraph VI below,said work shall always be performed in the best interest of the Ci ty and its residents,and shall in no manner compromise the interests of the City and its residents without express authority of the City. A.Performance Analysis.Consultant shall inspect and analyze the technical and operational effectiveness of the City's present cable communications franchise. A report of the findings of ·such analysis will be made to the City Councilor its designee on an annual basis,or as necessary upon the determination by the Consultant that noncompliance with the franchise or any federal,state or local law 'or regulation exists. B.System Evaluation.Consultant shall inspect and verify that all features proposed by the franchisee and duly adopted by ordinance are constructed and/or performed in a workmanlike manner on a timely basis.This will include,but not be limited to such items as type and quality of new components;workmanship of new construction;line extension density;system leakage; channel capacity;channel dedication for public, educa tional and government (PEG)access;local access equipment;public connections;rates for basic service, connection,equipment and the like to the extent that rates are regulatable by the City;and programming, to the extent that programming is regulatable by the City.A report of the result of such inspection shall be made semi-annually;and,a report of any deficiencies discovered will be made immediately,to the City Council or its designee. -1- .•.J- C.Consumer Protection and Complaints.Consultant shall assume responsibility for reviewing and promptly responding to all public inquiries regarding cable communication services.Consultant shall make every effort to bring such inquiries or complaints to a satisfactory conclusion by negotiation with the cable operator whenever possible. On site inspection of areas of dispute will be performed when necessary for reconciliation between.the citizen and the cable operator.In order to provide expeditious service a 24-hour answering service will be maintained by the Consultant,through a telephone number for which residents of the franchise area governed by the Marysvi lIe cable communications franchise,calling from the location of their cable service reception within said franchise area will not be required to pay a long distance toll-call charge.Consultant shall take such measures as necessary to notify the residents of the City that such complaint/inquiry service is available. D.Documents.Consul tant shall assume responsibility for the development and maintenance of current system maps showing the status of upgrading and locations of such efforts and other projects.Consultant shall maintain records of subscriber charges,channel allocations,performance tests,citizens'complaints, as well as all other franchise records.Copies of said records shall be made available by Consultant to the City wi thin one (1)business day of the City's request for said records. E.Rate Increase Request.Consultant shall analyze, evaluate and make recommendations to the City Council as to the appropriateness of all proposals by the franchisee to increase service rates to the extent that the City may approve or disapprove such proposals. Such reports will include not only financial analysis but compliance and performance measurementss,as well as demographic and geographic comparisons as deemed necessary by Consultant. F.Access Utilization.Consultant shall review the status of public,educational and governmental (PEG)use of the access channels provided.Such review will include the monitoring of the availability of such channels,time allocations provided for such use, and equitable sharing arrangements made by the franchisee. -2- " Consultant will develop and present to the City within 180 days of the effective date of this Agreement, rules and procedures under which the franchisee is permitted to utilize PEG channel capacity for the provision of other services when such PEG channels are not being used for their designated purpose. G.Collection of Franchise Fee .Consultant shall perform an analysis of the operational statistics supplied by the franchisee,for the purpose of determining whether the franchisee is paying the appropriate amount of franchise fee pursuant to the provisions of the franchise.Such analysis and audits shall be provided to the City on a quarterly basis at the same time as the invoice for Consultant's fee. In the event that the franchisee becomes delinquent in its franchise fee payments,it shall be the responsibili ty of the Consultant to take such measures as necessary to ensure prompt and complete payment of the franchise fees on a timely basis. H.Bond and Insurance •Consultant shall maintain a complete record of all bonds and insurance required by the franchise ordinance.Consultant shall immediately advise the City of any default of any such requirements.Consultant shall monitor performance bonds and make recommendations,if necessary,to the City of any cause to exercise City options in the case of nonperformance. I.Current Law.Consultant shall maintain and keep current a file of federal,state and local law (statutory, administrative rule,case law)including,but not limited to Federal Communications Commission rules and regulations,as they pertain to municipal cable communication franchises.Consultant will advise the City as to any significant change or modification to the above,or any other federal,state or local law which may have application to municipal cable communications franchises.Consultant shall inform the City and the City Attorney's off ice of the name or names of attorneys utilized by Consultant to provide legal services with regard to Marysville's cable communication franchise. J.Newsletter.Consultant will furnish appropriate members of the City government with a quarterly newsletter. This publication will provide news and information of present and contemplated issues that may affect municipal cable television administration. -)- K.Ownership of Reports/Documents. drawings,designs,and reports Agreement shall belong to and of the City.. Original documents, developed under this become the property r; II.Duration of Services. A.Term.The term of this Agreement shall begin the date of acceptance and ratification by the (set forth above)and shall expire on the last of the twelfth (12th)month following such date. upon City day B.Termination by the City.If the Consultant does not perform to the satisfaction of the City,or if Consultant refuses or fails to provide required assistance or otherwise violates a provision of this Agreement,then the City may,after giving Consultant five (5)days'written notice,terminate this Agreement and take possession of all records and data pertaining to this project. III.Fee for Consulting Services.For the performance of all services contemplated by this Agreement,including all costs incurred by Consultant in its performance of this Agreement (including but not limited to,transportation, lodging,meals,photocopying,telephone,postage,and other incidental expenses)the City shall pay a fixed fee to the Consultant. A.Current Franchise. on a franchise fee revenue derived from on an annual basis). 15% of the of the franchise fee 5%of the franchisee's operation of the cable (based gross system B.Payment.Payment by the City for Consultant's services will be made on a quarterly basis.For accounting purposes,the annual franchise fee paid by the franchisee stated above in Paragraph III.A.shall be calculated by quarterly payments and the Consultant's fee determined on that basis. Invoices for such quarterly payment of Consultant's fee shall be submitted by the Consultant every three (3)months,with payment due wi thin thirty (30)days of presentation of the invoice.Said invoices shall present an itemized statement,and shall show the method of calculation of the Consultant's fee,including but not limited to the dollar amount of franchise fee paid for the period upon which the Consultant's fee is based;said franchise fee's relationship as a percentage of the gross revenue of the cable system for the invoice period;the amount of franchise fee paid for the franchise year to date and its relationship -4- ." as a percentage of the gross revenue of the cable system for the franchise year to date;total Consultant's fee paid by the City for the franchise year.to date in dollar amount,and its relationship as a percentage of the franchise fee paid by the cable system for the franchise year to date. The first payment will be due and payable on the first day of this Agreement.Said payment will be for one (l)month I s Consultant's fees based upon the monthly average of the prior three (3)months'franchise fees paid by the franchisee.Subsequent invoices will be presented every three"(3)months thereafter and shall be based upon the most recent period for which frarichise fees have been paid~ IV."Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.Consultant shall.in no event have the right,without the written consent of the City,to assign any rights or obligations hereunder,it being understood that Consultant has been selected based upon its reputation and past performance. V.Independent Contractor.It is understood and agreed that the Consultant is,and shall be,acting at all times as an independent contractor herein,and not as an employee of the City.The Consultant shall secure at its expense, and be responsible for any and all payment of income tax, social security,state disability insurance compensation, unemployment compensation,and all other payroll deductions for the Consultant and its officers,agents and employees and all business licenses,if any,in connection with the services to be performed hereunder.In connection with the execution of this Agreement,Consultant shall not discriminate against any employee or applicant for employment because of race,religion,color,sex,national origin,or physical or mental disability. VI.Indemnity.Consultant agrees to indemnify,defend and hold harmless City from any and all claims of whatsoever kind for damage to person or property arising out of or in connection with Consultant's performance,either by Consultant or subcontractor,of the duties and obligations imposed upon Consultant by this Agreement.These obligations extend to,but are not limited to,claims by employees of Consultant.For this purpose,Consultant waives immunity under State and Federal Industrial Insurance (Workmen's Compensation)statutes.Should either party to this Agreement suffer injury or damage because of any act or omission of the other party,its employees,agents or others for whose acts the party is legally liable, said injured party shall make a claim in writing and give wri tten notice of such claim to the other party wi thin a :reasonable time after the first observance of such injury or damage. -5- ..., .....'I V2:I..:'3...i...9.t_ts and Remedies.The duties and obligations imposed by this }~gree:~lent and the rights and remedies available hereunder.shall,except as otherwise expressly provided herein,be in addition to and not a limitation of any duties,obligations,rights and remedies otherwise imposed or available by law. VIII.Waiver of Breach.No action or failure to act by the City or Consultant shall constitute a waiver of any right or duty afforded any of them under this Agreement;nor shall any action or failure to act constitute an approval of or acquiescence thereto unless specifically agreed to by both parties in writing. IX ..Invalid Provision.The invalidity or unenforceability of any particular term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision hereof,and this Agreement shall be construed in all respects as if such invalid or unenforceable term or provision was omitted. X.Entire Agreement.This instrument contains the entire Agreement of the parties,and supersedes any previous agreement between the parties either by writing,orally or course of conduct,which might have been effective on the beginning of the term of this Agreement;except, as to that·certain agreement between Consultant and City dated December 6,1984,for the services of Consultant in renegotiating City's cable communications franchise, which agreement is separate and distinct from this Agreement. This Agreement may not be changed orally,but may be changed only by an agreement in writing,signed by the parties hereto. XI.Construction.This Agreement shall be construed in accordance with the laws of the State of Washington. Consultant and City agree that in th.e event of litigation involving this Agreement,venue shall be proper in the Superior Court of the State of Washington in and for the County Snohomish. XII.Notice.Written notices shall be deemed to have been duly served if delivered in person to the individual or entity for whom it was intended,or if delivered at or sent by registered or certified United States mail to the last business address known to that party giving the notice. All notices and requests shall be addressed to the City of Marysville and the Consultant as follows: -6- ·...'... \.'.' CITY: CONSULTANT: Approved as to form: y Attorrr'ey Attest: Marysville City Hall 514 Delta Avenue Marysville,WA 98270 3-H Cable Communications Consultants 4517 California Avenue SW,Suite B Seattle,WA 98116 IONS CONSULTANTS CITY OF MARYSVILLE -7- City of Marysville The Marysille Globe,Inc. 8213 State Avenue Marysville,WA 98270 Gentlemen: August 11,1986 -, Would you.please pUblish Ordinance 1470 of the City of Marysville. Said Ordinance was passed by the City Council on May 27,1986.A copy of the same was sent to you at that time.However,we asked you to defer publication until ~urther notice.Publication is now authorized. Very truly yours, James H.Allendoerfer City Attorney JHA:jw cc:Phil Dexter 514 Delta • Marysville. Washington 98270 • 206 - 659-8477 .=-:'- ---~~--~ 16-The GLOBE Wednesday,August 20, 1986 [PQO[})D~cs [jJG(s~CS@ uG(]J(p (pd@[Ju{S {sG O\3mGw CITY OF MARYSVILLE Marysville,Washington ORDINANCE NO. 1470 AN ORDINANCE OF THE CITY OF MARYSVILLE.GRANTING A NON- EXCLUSIVE FRANCHISE TO TCI CABLEVISION OF WASHINGTON.INC .• TO CON· STRUCT.INSTALL AND OPERATE LINES.WIRES.COAXIAL CABLE AND AP- PURTENANCES FOR ORIGINATING.RECEIVING.DISTRIBUTING AND SUPPLY- ING RADIO;TELEVISION AND OTHER CABLE COMMUNICATION SERVICE ALONG.ACROSS AND UPON THE PUBLlC'S STREETS.WAYS.ALLEYS.AND PLACES WITH THE CITY OF MARYSVILLE;AND REPEALING ORDINANCE 567 WHICH GRANTEDA CATV FRANCHISE TO GT&E COMMUNICATIONS.INC.ON OC- TOBER 10.1966. The City Council of the City of Marysville do ordain as follows:.I Section 1:Definitions.In addition to those terms defined in Chapter 5.68 of the Marysville Municipal Code (Master Cable Ordinance)the following specific definitions shall applY to this franchise ordinance. (a)"Access channels"means the free composite channels to be used for educational purposes and by government and public agencies and/or their representatives. (b)"Basic service"means that cable service regularly provided to all subscribers that includes the retransmission of local broadcast television signals and the public, educational and governmental channel,if required by the terms hereof. (c)"CATV"means a community antenna television system as hereinafter defined. (d)"Channel"means a single path or section of the spectrum which carries a televi· sian signal. (e)"CommunitY'Antenna Television System","cable television system"or "system",means a system of antennas,cables,wires,lines,towers,transmission lines, equipment or facilities,designed and constructed for the purpose of producing,receiv- ing,transmitting,amplifying,scrambling and distributing audto,video and other forms of electronic or electrical stqnals,located in whole or in part in the City. (f)"converter"means an electronic device with a channel selector which converts cable signals to a frequency(s)which permit a subscriber'S television receiver to utilize all authorized cable signals for viewing. (g)"Decoder"means electronic equipment which converts an electronically scrambl- ed picture into a viewable signal. (h)"Institution"means a building or buildings where service may be utilized in con- neciton with business,trade,profession,public agency or service,school,or non-profit organization. (i)"Institutional network"means a cable communications network designed prtn- cipally for the provision of non-entertainment tnteracttvc-servlces to businesses,schools, public agencies or other non-orcttt agencies. (D "f nteractive services"means services provided to subscribers where the subscriber either Cal both receives information consisting of either television or other signals and transmits signals generated by the subscriber or equipment under his/her control for the purpose of selecting,what information sha'll be trans ....:J to the subscriber or for any other purpose;or (t·l.tranSI;.ih signals to any other location for any purpose. (k)"Leased access channel"means env channel or portion of a channel available for programming for a fee or cnarcebv persons or enttfies other than the franchisee. (1)"Local origination channel"means any channel or portion of a channel on which the local franchisee offers programming. (rn)"Operator"means the person to whom a franchise is granted pursuant to the pro- visions of this ordinance. (n)"Premium service"means programming over·and above those provided by basic service for Which there is additional charge. (0)"Residential network"means a cable communications network designed prtn- cipally for the delivery of entertainment,community access and/or interactive services to individual dwelling units. (p)"Scrambler"means a device used to electronically alter a signal so that it can be viewed by use of special decoding cevtcets),' (q)"Service tier"means a category of cable service or other services,provided by franchisee for which a separate charge is made by franchisee. Section 2:Purpose.This franchise shall constitute an agreement between the City of Marysville and TCl Cablevision of Washington,tnc.,(hereinafter the "operator").The operator promises to construct,maintain,and operate a cable television system for the distribution of tetevtsion and other electronic signals pursuant to the terms of this iran- chtse.The City agrees to grant the operator all necessary rights and privileges to use public rights-of-way necessary for a cable television system.This agreement shall,asof its effective date,if prevtcvstv accepted by the operator,supersede and replace all ex- isting franchises previously granted bvtne City Marysville to the operator or any of its predecessors,SUbsidiaries or affiliated companies. Section 3:Length of the Franchise.This franchise shall be for a term through midnight September 30, 2001. Section 4:Terms of the Franchise.This franchise granted to the operator,shall not be deemed exclusive and shall not in any manner prevent the City of MarysviHe tram gran- ting other franchises.The operator agrees to all the terms,conditions,requirements, obligations,and duties as outlined in Chapter 5.68 of the MarySVille Municipal Code (hereinafter "Cable Communications Requlatorv Ordinance;;).All terms used hereunder and not defined,shall have the same meaning as in the Cable Communica- tions Regulatory Ordinance. Section S:Service Area.The operator's service area shall be the entire incorporated area of the City of Marysville,in its present incorporated form or in any later reorganiz- ed,consolidated,enlarged,or re-incorporated form. Section 6:Rates.Operator shall file annually or when changes occur,with the City a complete schedule of all rates to be charged to subscribers,including but not limited to: (a)Installation of Basic Service. {b)Periodic charges for Basic Service. Ie)Installation of Premium Service. However SUch usage shall be considered in the criterion of Section 11. Section 13:Other Interactive Services.The operator shall install an interactive system available to all subscribers.This system may provide such services as security,com- puter interaction,banKing,Shopping,etc. On a "two-way"basis.This facility shall be provided at such time when thirty percent (30%)of rere-communrcaucns.tnc.rs.other systems of similar demographics as determined by trade reference books have installed such system.Demographic factors to be considered are size of the subscriber base and the number of dwelling units passed.Whenever Possible,the age of plant and date of pur- chase should also be considered in this evaluation. Section 14:Public Municipal Buildings:The operator shall provide without charge one (1)outlet of basic service to the City's office building(sl,fire station,police station,and public school buildings that are passed by its cable system.The outlets of basic service shall not be used to distribute or sell cable services in or throughout such buildings;nor shall such outlets be located in common or public areas open to the public.Users of such outlets shalt hold operator harmless from any and all liability or claims arising out of their use of such outlets,including but not limited to,those arising from copyright liabili- ty.The operator shall not be required to provide an outlet to such buildings where the drop line from the feeder cable to said buildings or premises exceeds one hundred fifty (150)cable feet unless,at the discretion of the operator,the appropriate governmental .entity agrees to pay the incremental.cost of such drop line in excess of 150 cable feet.The operator shall make no monthly service charge for the services thus provlded. Section 15:Emergency Override.In the case of any emergency or disaster,·the operator shall,upon request of the City,make available its facilities for the City to pro- vide emergency information and instructions during the emergency or disaster period. The City shall hold the operator,its agents,employees,officers,and assigns hereunder harmless from any claims arising out of the emergency use of its facilities by the City,in- cluding,but not,limited to.reasonabte attorney's fees and costs. Section 16:Emergency Power.The operator shall provde a standby power system to automatically activate equipment at the headend and hubs,if applicable,in event of a primary electrical failure. Section 1"7:Safety Requirements. (a) The operator shall,at all times,employ professional care and shall install and maintain and use commonly accepted methods and devices for preventing tenures.end accidents which are liKely to cause damage,inlurles,or nuisances to the public: (b) All structures and au lines,equipment and connections in,over,under,and upon the streets,sidewalks,alleys,and public ways or places of the franchise area,wherever situated or located,shall at all times be kept and maintained in a safe,suitable condition. and in good order and repair. (c) The City reservesthe general right to see that the system of the operator is con- structed and maintained in a safe condition and if unsafe condition is found to exist,to order the operator to make necessary repairs and alterations,within a reasonable time period.Thereafter the City may make them or have them made,and collect alt reasonable cost and expense thereot from the oeprator.However,nothing in this fran- chise shall be construed to place an obligation on the City to make such inspections or repairs or alterations. Section 18:Construction Inspection.Should the City have probable cause either through subscriber complaints or other means to believe that a problem maY'exist in the technical performance of the system,the operator shall be notified in writing of such alleged defects and furnished data leading to such supposition.The operator Shall be given an opportunity to correct such defects Within a reasonable time.If such condi· tionf s)persist,the City upon,written advance notification of no less than ten (10)work- ing days,and upon proper identification of inspectors,shall have the right to inspect the operator's system to ascertain if the operator is in compliance with the standards specified in this franchise and master ordinance.Costs for such an inspection shall be borne by the operator provided such deficiencies are demonstrated ot exist. Section 19:Upgrade Commencement.Upon granting of this franchise,the operaror shall immediately pursue the obtaining of all other necessary permits and licenses with all due diligence and speed.No later than nlnety (90)days subsequent to obtaining such licenses and permits,the operator shall begin upgrade of the system,if not already so done,in accordance With the overall schedule as set forth by this franchise. Section 20:Upgade Construction Penalties.The operator shall be assessed the sum of Two Hundred Dollars ($200.00)per day as compensatory liqUidated damages for each day the installation upgrade is not fully completed after the expiration of the twelve (2) month period following the awarding of the franchise,except for delays due to acts of God. The operator may obtain extensions of upgrade deadlines due to delays caused by circumstances beyond operator's control.The City shall have the,right,sotelv and ex' elusively Within its reasonable discretion,to grant such extensions and to waive such penalties.Any such waiver shall not constitute waiver of future rights to enforce this penalty.. Section 21:Performance Tests.On an annual basis,and upon request by the City,the operator shall furnish test results to determine that such system is adhering to technical standards as required by the FCC. Section 22:Record Inspection.The City reserves the right to inspect the records of the operator at any time.during normal business hours with advance written notice.Such documents shall lnclude.but not be limited to such information as financial records,tax returns,and plans as necessary for the enforcement of terms of the franchise agree- ment. Section 23:Periodic Reports.Upon advance request from the City and no sooner than Sixty (60)days from the conclusion of the fiscal year,the operator shall furnish to the Ci- ty a report of its acnvtttes in this franchise area,including,but notttrntted to the follow- ing:: (a)Annual report and 10-K report to the·,SEC, if so required of the franchisee.If the operator is not required to tile such reports,an independent certified aucttec financial report shall suffice.However,it is understood that such reports may be SUbmitted beyond this reporting period if consistent with operator's corporate policies. tb)Listlngs at the number of subscrlbers within the City. ~~~!~~~~~~~~of dwetlinq units pass,;! mit to the City Clerk an instrument in writing,to be approved by the 'City Attorney, transferring to the City the ownership of such property. Section 31:Building Moving.The operator shall,on the request of any person holding a building moving permit issued by the the City,temporarily raise or lower it wires to per- mit the moving of such buildings,provided:(a)the expense of such temporary raising or lowering of wires is paid by said person,including,if required by the operator,making such payment in advancei and (b)the operator is given not less than ten (10)business days'advance written notice to arrange for such temporary wire changes. Section 32:Tree Trimming.With City approval.the operator shall have the authority to trtrn trees upon and .overhanging streets and public ways of the franchise area so as to prevent the branches of such trees from coming in'f-ontact with the wires and cables of the operator and shall be responsible for debris removal from such activities,except that,at the option of the City,such trimming m~y'be done by it or under its supervision ~~~c~i~~C,~~no:~~~~;~~ses~~eo~~~d~a~;~~~r~~~~o~~rr~~;m~~et~~~r;~~~:~l~~dg~~ro~~~ undertaking such effort.',',\\ The operator shall be permitted to charge persons who own,or are responsible for, such trees or natural growth for the cost of such trimming,provided that similar charges are assessed by and paid to the utilities or the City for tree trimming.The operator shall reasonably compensate the City or property owner for any damages caused by such trimming,or Shall,at its own cost and expense,reasonably replace all trees or shrubs damaged as a result of any construction of the system undertaken by the operator. Secticm 33:Indemnity &Hold Harmless -Waiver of Damages.The operator shall be re- quired to indemnify and hold harmless the City from any and all liabilities,fees,costs and damages,whether to person or property,or expense of any type or nature which may occur to the City by reason of the construction,operation,maintenance,repair and alterations of the operator's facilities or any other actions of the operator in the City Of Marysville.In any case in which suit or-action is instituted against the City by reason of damages or injury caused by the operator,the City shall cause written notice thereof to be,given to the operator and the operator thereupon shall have the duty to appear and de- fend in any such suit or action,without cost or expense to the City. No privilege or exemption shall be granted or conferred upon the operator by any Ir-an- chise except those specifically prescribed therein,and any use of any street shall be subordinate to any prior lawful occupancy of the street or any SUbsequent improvement or installation therein. Section 34:Insurance.The operator shaH concurrently with the filing of an acceptance of award Of this franchise,furnish to the City and file with the City Clerk or its designee and at all times during the existence of this franchise,maintain in full force and effect,at its own cost and expense,a general comprehensive·liability Insurance policy,in protec· tion of the City,its officers,boards,commissions,agents and employees,in a company approved by the City Clerk and a form satisfactory to the City Attorney,protecting the City and all persons against liability for loss or damage for personal injury,death and property damage,and errors or cmmtsstons,occasioned by the operations of the operator under this franchise,with minimum limits of One Million Dollars ($1,000,000.00) for personal injury and property damage,and One Million Dollars ($1,000,000.00)com- bined. The policies mentioned in the foregoing paragraph shall name the City,its officers, boards,commissions,agents and employees,as additional insured and shall contain a provision that a written notice of cancellation or reduction in coverage of said policy shall be delivered to the City thirty (30)days in advance of the effective date thereof.If such insurance is provided by a policy which also covers the operator or any other entity or person other than those above named,then such policy shall contain the standard cross-liability endorsement.Nothing in said insurance policy shall hinder orImpatr the other legal rights of the City in this regard. Section 35:Bonds and Other Security.Except as expressly provided herein,operator shall not be required to Obtain or maintain bonds or other surety as a condition of being awarded this franchise or continuing its existence.The City acknowledges that the legal, financial and technical qualifications of the operator are sufficient to afford compliance with the terms of this franchise and the enforcement thereof.The operator and City recognize that the costs associated with bonds and other surety mav ultimately be borne by subscribers in the form of increased rates for cable services.In order to minimize such costs,the City agrees to require bonds and other surety only in such amounts and during such times as there is a reasonably demonstrated need thereof.The City agrees that rn no event,however,shall it require a bond or other related surety in an aggregate amount greater than $5,000.00,conditioned upon the substantial performance of the material terms,covenants,and conditions of this franchise.Initially,no bond or other surety shall be required.In the event that one is required in the future,the City agrees to give the operator at least Sixty (60)days'prior notice thereof stating the exact reason for the requirement.Such reasons must demonstrate a change In the operator'S legal,finan- cial or technical qualifications which Would materially prohibit or impair its ability to comply with the terms of this franchise or afford compliance tnercwttn. Section 36:Severability.If any section,sentence,paragraph,term or provision hereOf is determined to be illegal,invalid or unconstitutional,bY any court of common iuetsetc- tion or by any state or federal regulatory authority having jurisdiction thereof,such determination·shall have no effect on the validity of any other section,sentence, paragraph,term or provision hereof,all of which shall remain in tuf l force and effect for the term of this franchise or any renewal or renewals thereof. Section 37:Entire Agreement.This agreement,including the exhibits and addenda at- tached hereto and forming a part hereof (if any)are all of the covenants.promises, agreements,and conditions,either oral or written,between the parties. Section 38:Contractual Relationship.This agreement does not constitute the operator as the agent or legal representative of the City for any purpose whatsoever.Operator is not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of the City or to bind the City in any manner or 1hing whatsoever.. seenen 39:AP~licable Law;Venue.This agreement shall be construed and interpreted -I~j . .A~apOS Sleas Ja~Se3 alH O~~uaM spaaJ -OJd alU lie pua 'weaJJ aJ!pa~euop AeMa~es 'Jaaq ~OOJ pa~euop M"l,\;/'JaljJnJqsoW ljJew pus ~s!nbpunl uusnr 'pe~s6u!lI!)1 p!l\eo 'Jaljeg uoser :aIIlIlSAJeW WOJ~08 dOOJ.L ~noJS 10 sJaqwawasa4~aJaM UO!~OWOJd ~eou Jaaq ~OOJ s,pualjaaM ~sel 4~!MA~apoS Sleas Ja~se3 a4~JO~spun,as!eJ oi 6u!dla4 asoui eucurv '~JOW pus ~:)uRU~IU~RUI I~J!J\JC}S PODJ ''IJOM ;)J!JJO 'UOlpnlISUOJ SB qons s"am U!aliB jO51"""Il:-91 lIIRO"urorj SUO!IBJ!ldd"~u!~aas "lah\pB sl lalua:)sa!l!uRllod-co umo A "luno:)lIslWOIjOuS all.l 8sne3pOO~~AJ88q,eJO~ "Ino,(.l018IQelleAe sqor 'llaJah3 'lIuIPI,na fBllua:>loold IS1 'll!h1.aH ElL1 xq dOIS 10 '96L 1-6££'lalua:) Sa!l!UnllOddO lIIRo.\.aliI IJBIUOJ \B1J>jal pUB ,\\alhal "lmq!lI!la 10d ; ) 1 ~ ~ F i i I r Qispute is litigated ·i·n.F~deral Court,such dispute·sh~·llbe -I'itigated fn th~United States District Court for the Western District of Washington at Seattle.In the event a dispute is litigated in Superior Court,such dispute shall be litigated in the Superior court of the state of Washington,in and for snohomish County.Section 40:Acceptance.This grant of franchise and its terms and provisions shall be accepted by the operator by the submission of attached written instrument,executed and sworn to by a corporate officer of the operator before a Notary Public,and filed With the City Clerk within sixty (60)daYS after the date of the franchise award.Such instrument shall constitute the unconditional acceptance of this franchise and the promise to comply with and abide by all its provtstons,terms and conditions. Section 41:Repealer.Ordinance 5<>7,of the City of Marysville,granting a CATV fran- chise to GT&E Communications,Inc. on october 10, 1966 is hereby REPEALED. PASSED by the City council and APPROVED by the Mayor this 27th day of May,1986. THE CITY OF MARYSVILLE By s/Norman Anderson,Mayor ATTEST:By slPhiJliP E.Dexter,City Clerk ( A.PPRO.VED AS TO FORM:BY james H.AlIe.ndoerfer,City Attorney. -\~iSjAUSOSffNl¥lt:1 I ·UI ~YU;:'\;;I IDt:1 :",WIIll ·ocrs.1C;.servlce. (e)The nvmer of subscribers with premium services. (fl The number of subsclbers wit~,two-way services. (g)The number of hook-ups in perrod. (h)The number of disconnects in period. (i)The number of miles of new or rebuilt cable laid in period. (j)Total number Of miles of cable in City. (k)Comments on citizen relations,SUch as number of complaints received and how those.complaints Were resolved. (I)Plans for:future technical upgrading. (rnj Plans for future programming and/or changes. (n)Maps indicating existing location of headend equipment,trunk and distribution lines and prolected routes with construction completion estimates by month or bY quarter if changed form previous reporting period. (0)General comments.. n Section 24:Customer Service.The operator shall provide a local business office within ""'Ten (10)mile of the City Hall of Marysyille.Operator sh~JI provtde an adequate number of telephone lines,telephone instruments and trained personnel to insure against undue delay in answering consumer requests.In addition,telephone answering recording devices shall be activated after normal business hours so that all such inquiries and/or complaints may be monitored and prompt response made by the operator,The efficiency of such telephone response shall be iudged by the City by citizens'complaints and spot checks by City officialS or its designee.Upon notification of any deficiency operator shall then take immediate corrective action to satisfy such probrarrnsj. In the event that the operator's service to any subscriber is interrupted for twenty-four )24)consecutive hours,except for acts 'of God and matters beyond control of the operator,and except in circumstances for which the prior approval of the interruption is obtained form the City,the operator shall;upon request of the affected subscriber,pro- vide a pro-rata rebate of the total monthly fees to each affected subscriber in addition to any other applicable refund or penalty.. The operator shall ensure that all subscribers and/or members of the general public have recourse to a satisfactory hearing of any complaint.The operator shall take affir- mative action tomake known to all subscribers the method of obtaining such a hearing inCluding the provisions of this section enumerated below. Should a person have an unresolved complaint regarding cable service or the actions or non-actions of the operator SUch complaint may be lodged with the City,or the cesranee of the City,The City retains responsibility for continuing oversight admln- ststrattcn ot the franchise granted pursuant to this franchise and under the terms thereof and in accordance with the Cable Act Section 632.It may delegate such authority to an agent if desired.The operator shall provide this information together with appropriate telephone and address to alt SUbscribers on informative material left with a new SUbscriber and,at least once a year,through notification by mail and through the access channel. Section 25:Franchise Discussions.A meeting between the operator and the City·shall be held annually on or about the anniversary date of the granting of the franchise. However,such meetings may be called at other such times as may be deemed necessary by the City Or the operator.The subiects of the annual meetings shall cover,but not be limited to, SUch subjects as:consumer complaints,construction progress,programm- ing,technical improvements and other matters.•, Section 26:Modification of Franchise Obligations.The operator's rights to modify its franchise Obligations shall be conditioned on mutual agreement of the City and fran- chisee or as provided for in Section 625 of tne Cable Act.. Section 27:conformance to FCC R·egulaticJns.If any portion of this franchise Should be inconsistent with any rule or regulation now or hereinafter adopted by the FCC,then to the extent of the inconsistency,the rule or regulation of the FCC shall control for so long as such rule Or regulation shall remain in .effect;but the remaining provisions of this franchise shall not hereby be affected. Section 28:Renewal Before Expiration.Not Withstanding anything to the contrary set forth in this Section,the operator and the City agree that at any time during the term of the then current franchise,While affording the public appropraite notice and opportunity to comment,the City and operator may agree to undertake and conclude negotiations regarding renewal thereof.The operator and the City consider the terms set forth in this section to be consistent with the express provtstons of Section 626 of the Cable Act. Section 29:Continuity of Service.It shall be the right of all subscribers to continue receiving service so long as their financial obligations to the company are fUlfilled. (a)In this regard the operator shall act so far as it is within the control of the operator so as to ensure that all subscribers receive continuous uninterrupted service during the term of this franchise.." (b) In the event the operator fails to operlate a system for twenty-tour (24)continuous and consecutive hours Without prior notification to and approval Of the City Council or without just cause such as an impossibilityAo operate the system because of the occur- rence of a naturaJ disaster,the City may,at its option,operate the system or designate someone to operate the system until such time as the operator restores service to condi- tions acceptable to the City Council or a permanent operator is selected.if the City is re- qulred to fulflll this obligation for the operator,the operator shall reimburse the City for all reasonable costs or damages in excess Of revenues from the system received bY the City that are the result of the operator's failure to perform. .Section 30:Removal &Abandonment of Property of FranChisee.Pursuant to state and federal law,in the event that the use of any part of the CATV system is discontinued for any reason for a continuous pertoo of twelve (12)months,or in the event such system or property has been installed in any street or pubflc place without complying with the re- quirements Of this franchise or other City ordinances or this franchise has been ter- minated,cancelled or has expired,the operator shall promptly,upon being given ten (10) days'notice,remove from the streets or pubfic places all such property and poles of such system other than any which the City may permit to be abandoned in place.In the event of such removal,the operator shall promptly restore the street or other areas from which such property has been removed to a condition similar to that condition existing before such removal.: Pursuant to state and federal law,any property of the operator remaining in place six- ty (60)days after the termination or expiration of the franchise shall be considered per- manently abandoned.The City may extend such time not to exceed an additional sixty (60)days. Any property Of the operator to be abandoned in place shall be abandoned in such man- ner as the City shall prescribe.Upon permanent abandonment of the property-Of the operator in place,the property shall become that (If the City,and the operator shall su~- ._,.••_.~..~.."""VI ron service. (f)Periodic charges for FM service (inclUding rate for FM service as a primary ser- vice). (g)Charges for relocation and reconnectton. (h)Converter charges. (i)Charges for parental control keys. (D Installation charges for butk/commerclel service. (k)Periodic charges for buf k/commer-clel service. (/)Instal/ation charges for additional outlet service. (m)Periodic charges for additional outlet service. (n)Discounts for multiple premium services,etc. (0)Interactive service charges. (p)Extended drop installation Charges. (q)Charge for devices for those with impaired hearing. (r)All other charges. The operator shall notify the City in writing thirty (30)days in advance of any modification in said rates. The rates charged to subscribers for nonpremlum programming shall be no more than $11.95 (Eleven dollars and ninety-five cents)for the period from the date of this franChise agreement until December 29, 1986. The pro.gramming of such ssrvrces shall consist of CBUT,Community Programming,KOMO,KING,CHEC,KIRO,ESPN,KCTS,WTBS, r;KSTW,KVQS,KCPQ,KQFB,CBN,CNN,USA,MTV,LI FE,Nashville,or equtvetent L programming recognizing the necessity to comply with present and future Pedere!Com- munications Commission regulations and the provisions of Sections 624 and 625 of the Cable Act. Section 7:FranChise Fees.The operator shall pay the City quarterly,on or before the tenth (10th)day of each January,April,July and october.a sum equal to five percent (5%)of the Gross revenues.In the event that Federa/laws subsequently enacted change the franchise fee, the new fees shall be reflected automatically as a modification of above rates and shall be payable by the operator upon the date of such enactment. The operator shall estimate its total gross revenues for each quarter.At the end of the year a final report shall be submitted together With final adjusted payment for the year no later than for ty-flve (45)calendar days after the relevant computation date.Interest sneu be paid at a rate of no less than twelve percent (12%)or any other rate Whose max- imum is permitted by applicable State or Federal law per annum on any variance in the final report that resulted in quarterly underpevrnentrs),Each payment shall be accom- panied by a financial report showing the basis for the computation separately shOWing revenues received within the city from basic service,pay service,installations,second outlets,converter charges,advertising,other sources of revenue and such other relevant facts as may be reasonably required bvtne City. The City shall have the right,and reasonable,time,to inspect the books and records of the operator for the purpose of ascertaining the actual subscriber charges. No acceptance of any payment shall be construed as a release of any claim the City may have for further or additional sums payable under the provisions of this ordinance. Nothing in this section shall limit theoperators liability to pay applicable local taxes. This reservation includes,but is not limited to any applicable amusement taxes, business and occupation taxes,utility and property taxes. Section 8:Access Equipment.The operator shall make available broadcast equipment at its system office for the use of public agencies and the residents of the Marysville area of public agencies and the residents of the MarYSVille area for broadcast over the Public, Educational arid Governmental access cnenneusr.Initially,at a minimum,such equip- ment shall consist of a character generator and two compatible 112"video tape players for dubbing and editing capablfltv. . 'f t is anticipated that as community interest in access programming develops,the operator,in keeplnqwith its expressed interest in community relations,shall,at the time additional eccesscnannets are activated as in Section 11of this agreement,supply addi- tional studio andlor mobile broadcast equipment as well as appropriate technical assistance.By agreeing to sharing such equipment,the City does not waive its rights under Section 61l(d and (d) of the Cable Act. Section 9:Franchising Costs.The oeprator shall pay to the City,upon acceptance of any franchise granted hereunder,the City'S out-of-pocket costs associated with the selec- tion and franchising process.However,such costs shall be limited toccnsutttnc fees and expenses,and the costs of publishing notices and ordinances.Consulting fees in ....themselves shall not exceed nine thousand dollars ($9,000). Such payment is not dedueti· : ere or considered in lieu of franchise fee payments.Payment is due within thirty (30) I:days of receipt of appropriate invoice from the City. Section 10:System Capability.The operator shaH provide the minimum of 300 MHz r-system capable of thirty-five (35)channels and shall be activated with an initial minimum of twenty-three (23)channels of service.Such system shall be fully opera- tional no less than twelve (12)months from the date of the award of the franchise. Furthermore,at such time as thirty percent (30%)Of other systems operated by r ere- Communications,Inc.of similar demographics,as determined by trade reference books, have installed or are upgraded to a 400 MHz operation,then the City Council may after determining community needs direct the operator to make a similar upgrade capability. SUch system shall be completed within eighteen (18)months of such notification to the operator.Demographic factors to be considered are size of the subscriber base and the number of dwelling units passed,Whenever possible,the age of plant and date of pur- chase should also be considered in this evaluation. Section 11:Access Channels.The operator shall provide access channels dedicated for p'Jblic,educational and governmental purposes.One access channel may be initially dedicated for thEUJse.of all public,educational and government access until such utiliza- tion warrants separate vlewlnq channels.The City Council may require th operator to activate an additional access channel when the first is in use eighty percent (80%) of the weekdays for eighty percent (80%)of the time between 10 AM and 10 PM for ten'10) ccn- securtve weeks.Thereafter,If the first channel's volume of programming is less than the above specified limit,then the added access channel shall revert to the control of the operator,to be programmed at operator's discretion.Later should the minimum levels of programming again be exceeded/whether such reversion is temporary or permanent shall be determined by the City Council.The City shall provide twelve (12)months notice to the operator of any required return of such channel to access use. Section 12:Institutional Network.The operator shall make available without charge for use by schccrs,libraries and certain desipnated public buildings located within 'the Ci- ty of Marysville,cecoetns or other cevices so that special secured programming may be received over the public access channel during hours Of least general pubflc demand. n , V.~.. AFFIDAVIT OF"PUBLICATION No._ STATE OF WASHINGTON, County of Snohomish, ss. ____~~E':~!l:._~e:~~~~!_..being first duly sworn on oath deposes and says that.sheis the;..~~~:_e_t:c:~~__.. _ of THE MARYSVILLE GLOBE, a weekly newspaper. That said newspaper is a legal newspaper which has been ap- proved by order of the Superior Court in Snohomish County June 18. 1962 in compliance with Chapter 213 of Washington Laws of 1941. and it is now and has been for more than six months prior to the date of the publication hereinafterre- ferred to,published in the English language continually as a weekly newspaper in Marysville,Snohomish County,Wash- ington.and it is now and during all of said time was printed in an office maintained at the aforesaid place of publicationofsaidnewspaper.That the annexed is a true copy of a ____D.r..diIlan~~_jtJAIQ as it was published in regular issues (and not in supplement form)of said newspaper once each week for a period of __.9Jl~__con- secutive weeks,commencing on the _~.9j:Jl__day of __~~~~..s_~ 198n._.and ending on the __~9!=!I__day of !-_':~':~:_,19~~__, both dates inclusive, and that such newspaper was regularly distributed to its subscribers during all of said period.That the .full amount of the fee charged for the foregoing publi- cation is the sum of $_J5A...QQ ,which amount has been.'."J '" paid in full I ~._;~:~_".-.:':'J-~--j))l.h!J-!J--_-_-------:----:.-,.,.-:..:'".- ~,-:---....e , Subscribed and sworn to before me this -~.;;.../\,.. " ..'. _____~-----d~Y of ~IkYL----.19:~,'.:":>' ...........O~~~·\.Notary~'~~~"~orthe ~~"~;·~~~-;:gton. Residing at Marysville.