HomeMy WebLinkAboutbocc.res.014.2018 - CONTRACT
RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS ("BOCC")OF PITKIN COUNTY,
(-¢+te loft( ') COLORADO AUTHORIZING APPROVAL OF A
CABLE FRANCHISE AGREEMENT WITH COMCAST
OF COLORADO/FLORIDA/MICHIGAN/NEW
MEXICO/PENNSYLVANIA/WASHINGTON, LLC
RESOLUTION NO. dig/ , 2018
RECITALS:
I. Pursuant to Section 2.8.3 (Actions) of the Pitkin County Home Rule Charter
("HRC") official action by formal resolution shall be required for all actions of the
Board not requiring ordinance power on matters of significant importance affecting
citizens.
2. Pursuant to Section 30-35-201(25) of the Colorado Revised Statues, the County has
the authority to grant franchises to companies to build and operate cable systems in
the County. In consideration for a cable operator's right to locate its facilities in the
public rights of way in unincorporated areas, the County requires the cable operator
to enter into a franchise agreement.
3 In 1999 Pitkin County entered into a Cable Franchise Agreement with TCI
Cablevision of Northern New Jersey, Inc. d/b/a/ AT&T. In 2003 AT&T Broadband
merged with Comcast Corporation resulting in a name change of our local cable
operator to Comcast of Colorado/Florida ("Comcast") Terms and conditions of the
Agreement remained the same.
4. Per federal law, a cable operator is entitled to a franchise renewal if it has the legal,
technical and financial ability to comply with a franchise agreement that meets the
future cable-related needs of a community. In 2009 Pitkin County renewed its Cable
Franchise Agreement with Comcast through December 31, 2017. The franchise
continues to govern until a new franchise is entered.
5. Comcast of Colorado/Florida Inc is now Comcast of Colorado/Florida/Michigan/
New Mexico/Pennsylvania/Washington, LLC
6 Pitkin County, City of Aspen, Town of Snowmass Village and the Town of Basalt
broadcast on Public, Education and Government (PEG) channel 11 — CGTV and
negotiated fur the agreement jointly to the benefit of all jurisdictions.
7. The BOCC finds that it is in the best interests of the citizens of Pitkin County to
approve this Resolution
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that it hereby adopts a resolution authorizing approval of a Cable
Franchise Agreement with Comcast of Colorado/Florida/Michigan/New Mexico/
Pennsylvania/Washington, LLC. and authorr es the Chair to sign the Resolution and upon
the satisfaction of the County Attorney as to torm. execute any other associated documents
necessary to complete this matter.
INTRODUCED AND FIRST READ ON THE 9-4/1. DAY OF (7CcLriva v , 2018
AND ET FOR SECOND READING AND PUBLIC HEARING ON THE /Y DAY
OF at.rte(., 2018
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
RES U ION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE *1-a 't DAY
OF iMv , 2018.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICIA PITKIN COUNTY WEBSITE (N+ww pitkmcount v.com )
ON THE 9/)04Q DAY OF ,abYVG.-r 2018.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE /Q
DAY OF /II(Utk, 2018
PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON THE j41"11DAY OF 1Wkc4L , 2018.
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE (ww«.pitkmcouutv.coin ) ON THE /3 DAY OF p SGL„ 2018.
ATT - BOARD OF COUNTY COMMISSIONERS
By _ I ! I, .�,!I /J. (11.4B y: L-Pef Cete
Jean:tte Jones I Patti Clapper, Chair
Dep ty County Cleri
Date: 0411- c'Y "Cif
APPROVED AS TO FORM: MANAGER APPROVAL
--).
John Elv;eontrictiorney Jon Peacock, County Manager
•
CONTRACT
#
6 ,4-t- ecek.sQ
COMCAST OF COLORADO/FLORIDA/MICHIGAN/NEW MEXICO/
PENNSYLVANIA/WASHINGTON, LLC
AND
PITKIN COUNTY,COLORADO
CABLE FRANCHISE AGREEMENT
Table of Contents
SECTION I. DEFINITIONS.. .. .. .. .... .. .... . . .... 1
SECTION 2. GRANT OF FRANCHISE .. . . ..... ...... 7
2.1 Grant. .... .._ ... ... . .... . .....7
2.2 Use of Right-of-Way ...... ...8
23 term of franchise . .... .. .. ........ ..... ._.9
24 Franchise Nonexclusive .... .... .. ... ..... . ..9
2 5 Police Powers .... .... ... . .... 9
2.6 Compehhvc Lyurty ..... ... 10
2 7 Familiarity with Franchise. ....... . ... .... ............ .... 11
2.8 LITect of Acceptance... . . . ..... .. . .. ... ..... II
SECTION 3. FRANCHISE FEE PAYMENT AND FINANCIAL CONTROLS . .. . .... ... 12
3 I I ranchise I ee ..... . .. .... _.. ...... .........12
3 2 Payments 12
3 3 Acceptance of Payment and Recomputation . .. . .. 12
34 Quarterly Franchise 1 ee Reports _.. .. . ._. . .. 12
3 5 Annual Franchise Fee Reports... ...... . ... _.. . ... .. .._. 12
3 6 Franchise Fees Subject to Audit . .. .. . .... .... _ ... 12
3 7 Late Payments... .. .. . . .. ..... .... . .... ._ 13
3.8 Underpayments.... . .. ... 13
39 AI[cmarivc Compensation . ...... _.. I�
a
3 111 Maximum Legal Compensation _. . .. ... I3
3 I I Additional Commitments Not Franchise Fee Payments.. .. .... 14
312 Tax Liability.. .... ... ... .. 14
..... .._
3 13 Financial14 Records ..... .. .. . .....
314 Payment on lerrnmation .... .... 14
SECTION 4. ADMINISTRATION AND REGDLATION . . .. ... .. 15
4.1 Authonh... _.. . .... . .... .. . .. . ... 15
4.2 Rates and Charges ...... ..... .. . .. .... . .. .. 15
4 3 Rate Discrimination .. . .... .... ..... . ... 15
4.4 Filing of Rates and Charges .... .... _.. 16
4 5 Cross Subsidization . .. .... ... 16
46 Resen ed Authority .. . .. ... .. _.. ... 16
J 7 Franchise \mendment Procedure _. 16
4 8 Performance Es aluations.. .. ... . . . ...._. 16
4.9 Late Fees .... . .. . .... . .. . .._17
4.10 1 race Nlafeure . . .... . . ... .. . ...... ..... . .. 17
SECTIONS. FINANCIAL AND INSURANCE REQUIREMENTS. .._.. 18
5 I Indemnification ... . .. .... .... . 18
5 2 Insurance .... .... 19
5.3 I etter of Credit ........ . .. ........ .... '0
SECTION6. CUSTOMER SERVICE ... ... . .._ . . .. .. .21
6 t Customer Sen ice Standards'.... . ..... . .. . _.. ..... ........ 21
6 2 Subscriber Privacy..... .... ..... .... . . _... 2I
63 Subscriber Contracts _. .21
64 Advance Notice to the County .. .._ ...... ...... '1
6.5 Identification ofl.ocal Franchise Authority on Subscriber Bills . .. . ..... ..... . 21
SECTION 7. BOOKS AND RECORDS _. .... ..... . . . 21_
7.1 Open Records 22
72 Confidentiality. ... ..... . ... 22
7 3 Records Required .... ... ..... ............ . 23
7 3 Annual Reports... . ....... ........... ..... . .. . ......23
7 5 Copies of Federal and State Reports ..... .... '4
7 6 Complaint File and Reports.. ...... _. 24
7.7 Failure to Report...... ... .. ... _.. 24
7 8 I alse Statements. .._ ..... ... '5
SECTION 8. PROGRAMMING ....... . . .._. ....... . . 25
81 Broad Programming Categories __. . ........... . ..... .. ..._... ..25
8.2 Deletion or Reduction of Broad Programming Categories . . .. _...... ...25
8.3 Obscenity ... . ...... ....... ..._... . 26
8.4 Parental Control Dec ice .... . .. .... ......_.76
8.i
Continuity. of Sen ice Mandaton .. .. . 26
8 6 Sen ices for the Disabled .. .... . .. . ... 27
SECTIO\ 9. ACCESS .._. ...... ... ._.. 27
9.1 Designated Access Pros iders.. .... . ..... 27
9 2 Channel Capacity and C se .... . ... . .... . ........ 27
9.3 Access Channel Assignments and Relocation .... ... . . .. ..... . . ....30
9 q Web-Based Video On Demand and Streaming.. .. .. . . 31
9.5 Support for Access Costs . . . .... ....... .31
9.6 Access Support Not Franchise I ees.... .... .._.. . 32
9 7 Access Channels On Basic Service or lowest Priced IID Sen ice 1 ier... 32
98 Change In l ethnology . . .. .. .......... 32
9 9 Technical Quality .. . .. . .... . . ... .. ....... 33
9.10 Access Cooperation . .. . . .. 33
9 11 Return Lines ... ......... . . .. . ..... ........ 33
SECTION 10. GENERAL RIGHT-OF-WAY USE AND CONSTRUCTION ... ...34
0 I Right to Construct. . . .... ... ... .. . .... .... . .. 34
0.2 Right-of-Way Meetings .... .... .... 34
0 3 mint 1 renching/Bonng Meetings ...... .... ... ... .... . . 34
04 General Standard... . ..... .... 34
0 5 Permits Required for Construction .. .. . .. _.. 35
06 Emergent' Permits ..... .. ... ._35
0 7 Compliance with Applicable Codes . . . .. _.. 35
0.8 GIS Mapping. .... .... . ..... .... .. .. . ....35
09 Minimal Interference ... ....... .... .36
010 Pi-client Injury/Safety ... .. . .. . .. ... .. 36
11.11 I laaardous Substances .... .... .... ... .. .... .... ... ... ..36
012 Locates ... _. ._. _.. 17
0 13 Notice to Pria ate Property Owners .. ... .._ .. . .... .... 37
0 14 Underground Construction and Ilse of Poles ... .... . .. . 37
015 Undergrounding of Multiple Dwelling Unit Drops ..... 18
0 16 Burial Standards ... ... .... . .. ... ... 38
0.17 Cable Drop Bonding ... . 39
0 18 Prewinng .... . .. ..... ..39
0.19 Repair and Restoration of Property .. ....... .... ..... ._.39
0.20 Acquisition of Facilities .. _. 39
0.21 Discontinuing Ilse/Abandonment of Cable System Facilities411
11.22 Movement of Cable Sy stem Facilities For County Purposes... . .... ..... . .. . . 40
0 23 Reimbursement of Grantee Costs .... . .... .... .. .._ 41
0.24 Movement of Cable System Facilities for Other Franchise Holders_. . ........ 41
0.25 I emporan Changes for Other Permittees .. .... ... . .. .... .. . ... 41
0.26 Reservation of County Use of Right-of-Way . . . ........ . . .... .41
0 27 Tree Trimming . .. .... .._ .. . ... ._. 41
R28 Inspection of Construction and Facilities..... .... .. .... .... . .. . ... . . .... . 42
029 Stop Work ...... . ...... ... ..42
030 Work olContractors and Subcontractors ... .. ..... ..... 42
SECTION 11. CABLE SYSTEM,TECHNICAL STANDARDS AND TESTING . 43
11 I Suhscnber Network .... .... _.. ....... .. .. .. 43
11.2 Technology Assessment.... . .. .. ..... . . ._. . ..... 43
11 3 Standhy Powec..... ....... .... . .... .. . .. ... .... ... . 44
1 14 Emergency Alert Capability .. . .... ..... .. .. 44
II 5 I ethnical Performance.. ... .... .... .... ._.... ..... ... . .. 44
116 Cable Sy stem Performance Testing .. . .. .. ...... ......... 44
11 7 Additional Tests.. .... . . ._. .... ._... .... 45
SECTION 12. SERVICE AVAILABILITY,INTERCONNECTION AND SERVICE TO SCHOOLS
AND PUBLIC BUILDINGS . .. . . ... . .. .46
1221 Service Availability... ..... . ....... .. .. .46
12 2 Connection of Public I acilities ... .. . .. _. ... .... . ...... ....... 47
SECTION 13. FRANCHISE VIOLATIONS.. . .. .. . .. 48
13 I Procedure for Remedying Franchise Violations .... .... . ... 48
13 2 Revocation. ..... .... .. .. ..49
13 3 Procedures in the Lvent of Termination or Revocation .. . .. . ..50
13.4 Purchase of Cable System.. ... .. .. .. ....... ............. .......... ... .. 51
iii
13 5 Recenership and Foreclosure.. ... . . ... . 51
13 6 Nu Monetary Recourse Against the Count) ..... .52
13 7 Alternaln e Remedies .... . .. . ..... .. 52
13.8 Assessment of Monetary Damages.. ..... . ... . .... .. 52
13 9 I tTect of 4 handonmcnt .... ..... . .... ..... . 53
13.10 What Constitutes Abandonment ...... . ._. 53
SECTION 14. FRANCHISE RENEWAL AND TRANSFER . . .... ....... ... _..... ... .... 53
141 Renewal... .... _.... . ..... ._.. . . . .._. 53
14 2 Transfer of Ownership or Control .... .. . ..._... . .... 54
SECTION 15. SEVERABILITY... _.. ...55
SECTION 16. MISCELLANEOUS PROVISIONS.. .... . . ...... 56
16 1 Preferential or Discriminatory Practices Prohibited _.. 56
16.2 Resenation of Rights ...._.. . ....... .._... .......56
16 3 Notices ........... ........... .. . ....._.. ..... ..... . ... 56
16.4 Descriptise Headings ... .._... . 56
16.5 Publication Costs to he Borne by Grantee ...... ... . . 57
16.6 Binding Lffect ..... ..... . ..... ..... .......57
16.7 No Joint Venture ..... . . . . .. .... . ........ ........ 57
16.8 Waiter . . .._. . . .... ...... 57
16.9 Reasonableness of Consent or Approy al . .. 57
16 111 Enure Agreement ... .. 57
iV
COMCAST OF COLORADO/FLORIDA/MICHIGAN/NEW MEXICO/
PENNSYLVANIA/WASHINGTON,LLC
AND
PITKIN COUNTY, COLORADO
CABLE FRANCHISE AGREEMENT
SECTION 1. DEFINITIONS
For the purposes of this Franchise, the following terms, phrases, words and their
derivations shall have the meaning given herein When not inconsistent with the context, words
used in the present tense include the future, words in the plural include the singular,and words in
the singular include the plural. Words not defined shall be given their common and ordinary
meaning. The word "shall" is always mandatory and not merely directory.
1.1 "Access" means the availability for noncommercial use by various agencies, institutions,
organizations, groups and individuals in the community, including the County and its designees,
of the Cable System to acquire, create, receive, and distribute video Cable Services and other
services and signals as permitted under Applicable Law including, but not limited to:
(A) "Public Access" means Access where community-based. noncommercial
organizations, groups or individual members of the general public, on a nondiscriminatory basis,
are the primary users.
(B) "Educational Access" means Access where schools are the primary users having
editorial control over programming and services. For purposes of this definition. "school"means
any State-accredited educational institution, public or private, including, for example, primary
and secondary schools,colleges and universities.
(C) "Government Access" means Access where governmental institutions or their
designees are the primary users having editorial control over programming and services.
1.2 "Access Channel" means any Channel, or portion thereof, designated for Access
purposes or otherwise made available to facilitate or transmit Access programming or services.
1.3 "Activated" means the status of any capacity or part of the Cable System in which any
Cable Service requiring the use of that capacity or part is available without further installation of
system equipment, whether hardware or software.
1.4 "Affiliate." when used in connection with Grantee, means any Person who owns or
controls, is owned or controlled by, or is under common ownership or control with,Grantee.
15 "Applicable Law" means any statute, ordinance, judicial decision, executive order or
regulation having the force and effect of law that determines the legal standing of a case or issue.
1
1.6 "Bad Debt" means amounts lawfully billed to a Subscriber and owed by the Subscriber
for Cable Service and accrued as revenues on the books of Grantee, but not collected after
reasonable efforts have been made by Grantee to collect the charges.
1.7 "Basic Service- is the level of programming service which includes, at a minimum, all
Broadcast Channels, all PEG SD Access Channels required in this Franchise, and any additional
Programming added by the Grantee, and is made available to all Cable Services Subscribers to
the Franchise Area.
1.8 "Broadcast Channel" means local commercial television stations, qualified low power
stations and qualified local noncommercial educational television stations, as referenced under
47 USC § 534 and 535.
1.9 "Broadcast Signal" means a television or radio signal transmitted over the air to a wide
geographic audience, and received by a Cable System by antenna, microwave, satellite dishes or
any other means.
1.10 "Cable Act" means the Title VI of the Communications Act of 1934, as amended.
LII "Cable Operator" means any Person or groups of Persons, including Grantee, who
provide(s) Cable Service over a Cable System and directly or through one or more affiliates
owns a significant interest in such Cable System or who otherwise control(s) or is (are)
responsible for, through any arrangement. the management and operation of such a Cable
S)stem.
1.12 "Cable Service" means the one-way transmission to Subscribers of video programming
or other programming service, and Subscriber interaction, if any, which is required for the
selection or use of such video programming or other programming service.
1.13 "Cable System" means any facility, including Grantee's, consisting of a set of closed
transmissions paths and associated signal generation, reception, and control equipment that is
designed to provide Cable Service which includes video programming and which is provided to
multiple Subscribers within a community, but such term does not include (A) a facility that
serves only to retransmit the television signals of one or more television broadcast stations; (B) a
facility that serves Subscribers without using any Right-of-Way; (C) a facility of a common
carrier which is subject, in whole or in part, to the provisions of Title II of the federal
Communications Act (47 U.S.C. 201 et seq ). except that such facility shall be considered a
Cable System (other than for purposes of Section 621(c) (47 U.S.C. 541(c)) to the extent such
facility is used in the transmission of video programming directly to Subscribers, unless the
extent of such use is solely to provide interactive on-demand services: (D) an open video system
that complies with federal statutes; or (E) any facilities of any electric utility used solely for
operating its electric utility systems.
1.14 "Channel" means a portion of the electromagnetic frequency spectrum which is used in
the Cable System and which is capable of delivering a television channel (as television channel
is defined by the FCC by regulation).
1.15 "Commercial Subscribers' means any Subscribers other than Residential Subscribers.
1.16 "Commissioners" means the Board of County Commissioners of Pitkin County, or its
successor, the governing body of Pitkin County, Colorado.
1.17 "County" is Pitkin County, Colorado. a body politic under the laws of the State of
Colorado.
1.18 "Designated Access Provider"means the entity or entities designated now or in the future
by the County to manage or co-manage Access Channels and facilities. The County may be a
Designated Access Provider.
1.19 "Digital Starter Service" means the Tier of optional video programming services, which
is the level of Cable Service received by most Subscribers above Basic Service, and does not
include Premium Services.
1.20 "Downstream" means carrying a transmission from the Headend to remote points on the
Cable System or to Interconnection points on the Cable Sy stem.
1.21 "Dwelling Unit" means any building, or portion thereof, that has independent living
facilities, including provisions for cooking, sanitation and sleeping, and that is designed for
residential occupancy. Buildings with more than one set of facilities for cooking shall be
considered Multiple Dwelling Units unless the additional facilities are clearly accessory.
1.22 "Effective Date" means the January I, 2018.
1.23 "FCC'means the Federal Communications Commission.
1.24 "Fiber Optic" means a transmission medium of optical fiber cable, along with all
associated electronics and equipment. capable of carrying Cable Service by means of electric
lightwave impulses.
1.25 "Franchise" means the document in which this definition appears, t.e, the contractual
agreement, executed between Pitkin County and Grantee, containing the specific provisions of
the authorization granted, including references, specifications, requirements and other related
matters.
1.26 "Franchise Area" means all of the unincorporated areas within the jurisdictional
boundaries of the Pitkin County, Colorado.
3
1.27 "Franchise Fee' means that fee payable to the County described in subsection 3.1
1.28 "Grantee" means Comcast of Colorado / Florida / Michigan / New Mexico /
Pennsylvania/ Washington, IA,C or its lawful successor, transferee or assignee.
1.29 "Gross Revenues" means, and shall be construed broadly to include all revenues derived
directly or indirectly by Grantee and/or an Affiliated Entity that is the cable operator of the Cable
System, from the operation of Grantee's Cable System to provide Cable Services within the
County. Gross revenues include, by way of illustration and not limitation:
• monthly fees for Cable Services, regardless of whether such Cable Services are
provided to residential or commercial customers. including revenues derived from
the provision of all Cable Services (including but not limited to pay or premium
Cable Services, digital Cable Services, pay-per-view, pay-per-event and video-on-
demand Cable Services);
• installation, reconnection, downgrade. upgrade or similar charges associated with
changes in subscriber Cable Service levels;
• fees paid to Grantee for channels designated for commercial/Leased Access use
and shall be allocated on a pro rata basis using total Cable Service subscribers
within the County;
• converter, remote control, and other Cable Service equipment rentals, leases, or
sales:
• Advertising Revenues as defined herein:
• late fees, convenience fees and administrative fees which shall be allocated on a
pro rata basis using Cable Services revenue as a percentage of total subscriber
revenues within the County;
• revenues from program guides:
• Franchise Fees:
• FCC Regulatory Fees; and,
• commissions from home shopping channels and other Cable Service revenue
sharing arrangements which shall be allocated on a pro rata basis using total
Cable Service subscribers within the County.
(A) "Advertising Revenues" shall mean revenues derived from sales of advertising
that are made available to Grantee's Cable System subscribers within the County and shall be
allocated on a pro rata basis using total Cable Service subscribers reached by the advertising.
Additionally, Grantee agrees that Gross Revenues subject to franchise fees shall include all
4
commissions, rep fees, Affiliated Entity fees, or rebates paid to National Cable Communications
("NCC") and Comcast Spotlight ("Spotlight') or their successors associated with sales of
advertising on the Cable System within the County allocated according to this paragraph using
total Cable Service subscribers reached by the advertising.
(B) "Gross Revenues"shall not include:
• actual bad debt write-offs, except any portion which is subsequently collected
which shall be allocated on a pro rata basis using Cable Services revenue as a
percentage of total subscriber revenues within the County;
• any taxes and/or fees on services furnished by Grantee imposed by any
municipality, state or other governmental unit, provided that Franchise Fees and
the FCC regulatory fee shall not be regarded as such a tax or fee;
• fees imposed by any municipality, state or other governmental unit on Grantee
including but not limited to Public, Educational and Governmental (PEG) Fees;
• launch fees and marketing co-op fees; and,
• unaffiliated third party advertising sales agency fees which are reflected as a
deduction from revenues.
(C) To the extent revenues are received by Grantee for the provision of a discounted
bundle of services which includes Cable Services and non-Cable Services, Grantee shall
calculate revenues to be included in Gross Revenues using a methodology that allocates revenue
on a pro rata basis when comparing the bundled service price and its components to the sum of
the published rate card, except as required by specific federal, state or local law, it is expressly
understood that equipment may be subject to inclusion in the bundled price at full rate card
value. This calculation shall be applied to every bundled service package containing Cable
Service from which Grantee derives revenues in the County. The County reserves its right to
review and to challenge Grantee's calculations.
(D) Grantee reserves the right to change the allocation methodologies set forth in this
Section 1.29 in order to meet the standards required by governing accounting principles as
promulgated and defined by the Financial Accounting Standards Board ("FASB"), Emerging
Issues Task Force ("EITF'") and/or the U.S. Securities and Exchange Commission ("SEC").
Grantee will explain and document the required changes to the County as part of any audit or
review of franchise fee payments. and any such changes shall be subject to 1.27(E) below.
(E) Resolution of any disputes over the classification of revenue should first be
attempted by agreement of the Parties, but should no resolution be reached, the Parties agree that
reference shall be made to generally accepted accounting principles ("GAAP") as promulgated
and defined by the Financial Accounting Standards Board ("FASB"), Emerging Issues Task
Force("EITF") and/or the U.S. Securities and Exchange Commission ("SEC"). Notwithstanding
the forgoing, the County reserves its right to challenge Grantee's calculation of Gross Revenues,
5
including the interpretation of GAAP as promulgated and defined by the FASB, EITF and/or the
SEC.
1.30 "Headend" means any facility for signal reception and dissemination on a Cable System,
including cables. antennas, wires, satellite dishes, monitors, switchers, modulators, processors
for Broadcast Signals, equipment for the Interconnection of the Cable System with adjacent
Cable Systems and Interconnection of any networks which are part of the Cable System, and all
other related equipment and facilities.
131 "Leased Access Channel" means any Channel or portion of a Channel commercially
available for video programming by Persons other than Grantee, for a fee or charge.
1.32 "Manager"means the County Manager of Pitkin County or designee.
1.33 "Person" means any individual, sole proprietorship, partnership, association. or
corporation.or any other form of entity or organization.
1.34 "Premium Service' means programming choices (such as movie Channels, pay-per-view
programs. or video on demand) offered to Subscribers on a per-Channel. per-program or per-
event basis.
135 "Residential Subscriber" means any Person who receives Cable Service delivered to
Dwelling Units or Multiple Dwelling Units, excluding such Multiple Dwelling Units billed on a
bulk-billing basis.
1.36 "Right-of-Way" means each of the following which have been dedicated to the public or
are hereafter dedicated to the public and maintained under public authority or by others and
located within the County: streets, roadways, highways. avenues, lanes, alleys, bridges,
sidewalks,easements, right-of-way and similar public property and areas.
1.37 "State' means the State of Colorado.
1.38 "Subscriber" means any Person who or which elects to subscribe to, for any purpose.
Cable Service provided by Grantee by means of or in connection with the Cable System and
whose premises are physically wired and lawfully Activated to receive Cable Service from
Grantee's Cable Sy stem. and who is in compliance with Grantee's regular and nondiscriminatory
terms and conditions for receipt of service.
1.39 "Subscriber Network" means that portion of the Cable System used primarily by Grantee
in the transmission of Cable Services to Residential Subscribers.
1.40 "Telecommunications" means the transmission, between or among points specified by
the user, of information of the user's choosing, without change in the form or content of the
information as sent and received(as provided in 47 U.S.C. Section 153143)).
6
1.41 -Telecommunications Service" means the offering of Telecommunications for a fee
directly to the public, or to such classes of users as to be effectively available directly to the
public, regardless of the facilities used (as provided in 47 U.S.C. Section 153(46)).
1.42 "Tier"means a group of Channels for which a single periodic subscription fee is charged.
1.43 "Two-Way' means that the Cable System is capable of providing both Upstream and
Downstream transmissions.
1.44 "Upstream" means carrying a transmission to the Headend from remote points on the
Cable System or from Interconnection points on the Cable System.
(B) EXHIBITS
The following documents, which are occasionally referred to in this Franchise, are formally
incorporated and made a part of this Franchise by this reference:
I) Exhibit A, Entitled Customer Service Standards.
2) Exhibit B. Entitled Report Form.
SECTION 2. GRANT OF FRANCHISE
2.1 Grant
(A) The County hereby grants to Grantee a nonexclusive authorization to make
reasonable and lawful use of the Right-of-Way within the County to construct. operate, maintain,
reconstruct and rebuild a Cable System for the purpose of providing Cable Service subject to the
terms and conditions set forth in this Franchise and in any prior utility or use agreements entered
into by Grantee with regard to any individual property.
(B) Nothing in this Franchise shall be deemed to waive the lawful requirements of
any generally applicable County ordinance existing as of the Effective Date, as defined in
subsection 1.22.
(C) Each and every term, provision or condition herein is subject to the provisions of
State law, federal law, and the County ordinances and regulations enacted pursuant thereto. The
Code of the County, as the same may be amended from time to time, are hereby expressly
incorporated into this Franchise as if fully set out herein by this reference. Notwithstanding the
foregoing, the County may not unilaterally alter the material rights and obligations of Grantee
under this Franchise.
(D) This Franchise shall not be interpreted to prevent the County from imposing
additional lawful conditions, including additional compensation conditions for use of the Right-
of-Way. should Grantee provide service other than Cable Service.
7
(E) Grantee promises and guarantees, as a condition of exercising the privileges
granted by this Franchise, that any Affiliate of the Grantee directly involved in the offering of
Cable Service in the Franchise Area, or directly involved in the management or operation of the
Cable System in the Franchise Area, will also comply with the obligations of this Franchise.
(F) No rights shall pass to Grantee by implication. Without limiting the foregoing, by
way of example and not limitation. this Franchise shall not include or be a substitute for
(I) Any other permit or authorization required for the privilege of transacting
and carrying on a business within the County that may be required by the ordinances and
laws of the County:
(2) Any permit, agreement, or authorization required by the County for Right-
of-Way users in connection with operations on or in Right-of-Way or public property
including,by way of example and not limitation, street cut permits;or
(3) Any permits or agreements for occupying any other property of the
County or private entities to which access is not specifically granted by this Franchise
including, without limitation, permits and agreements for placing devices on poles, in
conduits or in or on other structures.
(G) This Franchise is intended to convey limited rights and interests only as to those
Right-of-Way in which the County has an actual interest. It is not a warranty of title or interest
in any Right-of-Way: it does not provide the Grantee with any interest in any particular location
within the Right-of-Way: and it does not confer rights other than as expressly provided in the
grant hereof.
(H) This Franchise does not authorize Grantee to provide Telecommunications
Service, or to construct,operate or maintain Telecommunications facilities. This Franchise is not
a bar to the provision of non-Cable Services, or to the imposition of any lawful conditions on
Grantee with respect to Telecommunications. whether similar, different or the same as the
conditions specified herein. This Franchise does not relieve Grantee of any obligation it may
have to obtain from the County an authorization to provide Telecommunications Services, or to
construct, operate or maintain Telecommunications facilities, or relieve Grantee of its obligation
to comply with any such authorizations that may be lawfully required.
2.2 Use of Right-of-Way
(A) Subject to the County's supervision and control, Grantee may erect. install,
construct, repair. replace, reconstruct, and retain in, on, over. under, upon, across, and along the
Right-of-Way within the County such wires, cables, conductors, ducts, conduits, vaults,
manholes, amplifiers, pedestals, attachments and other property and equipment as are necessary
and appurtenant to the operation of a Cable System within the County. Grantee, through this
Franchise, is granted extensive and valuable rights to operate its Cable System for profit using
the County's Right-of-Way in compliance with all applicable County construction codes and
procedures. As trustee for the public, the County is entitled to fair compensation as provided for
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in Section 3 of this Franchise to be paid for these valuable rights throughout the term of the
Franchise.
(B) Grantee must follow County established nondiscriminatory requirements for
placement of Cable System facilities in Right-of-Way, including the specific location of facilities
in the Right-of-Way, and must in any event install Cable System facilities in a manner that
minimizes interference with the use of the Right-of-Way by others, including others that may be
installing communications facilities. Within limits reasonably related to the County's role in
protecting public health, safety and welfare. the County may require that Cable System facilities
be installed at a particular time. at a specific place or in a particular manner as a condition of
access to a particular Right-of-Way; may deny access if Grantee is not willing to comply with
County's requirements; and may remove, or require removal of, any facility that is not installed
by Grantee in compliance with the requirements established by the County, or which is installed
without prior County approval of the time, place or manner of installation, and charge Grantee
for all the costs associated with removal; and may require Grantee to cooperate with others to
minimize adverse impacts on the Right-of-Way through joint trenching and other arrangements.
2.3 Term of Franchise
The term of the Franchise granted hereunder shall be ten (10) years, commencing upon
the Effective Date of the Franchise, unless the Franchise is renewed or is lawfully terminated in
accordance with the terms of this Franchise Agreement and the Cable Act, or is extended by
mutual agreement of the County and Grantee.
2.4 Franchise Nonexclusive
This Franchise shall be nonexclusive, and subject to all prior rights, interests, easements
or licenses granted by the County to any Person to use any property, Right-of-Way,right, interest
or license for any purpose whatsoever, including the right of the County to use same for any
purpose it deems fit, including the same or similar purposes allowed Grantee hereunder. The
County may at any time grant authorization to use the Right-of-Way for any purpose not
incompatible with Grantee's authority under this Franchise and for such additional franchises for
Cable Systems as the County deems appropriate.
2.5 Police Powers
Grantee's rights hereunder are subject to the police powers of the County to adopt and
enforce ordinances necessary to the safety, health, and welfare of the public, and Grantee agrees
to comply with all laws and ordinances of general applicability enacted, or hereafter enacted, by
the County or any other legally constituted governmental unit having lawful jurisdiction over the
subject matter hereof. The County shall have the right to adopt, from time to time, such
ordinances as may be deemed necessary in the exercise of its police power; provided that such
hereinafter enacted ordinances shall be reasonable and not materially modify the terms of this
Franchise. Any conflict between the provisions of this Franchise and any other present or future
lawful exercise of the County's police powers shall be resolved in favor of the latter
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2.6 Competitive Equity
(A) The Grantee acknowledges and agrees that the County reserves the right to grant
one (I) or more additional franchises or other similar lawful authorization to utilize the Rights-
of-Way in order to provide Cable Services or similar video programming service within the
County. If the County grants such an additional franchise or other similar lawful authorization
that permits a new entrant to utilize the Rights-of-Way for Cable Services or similar video
programming services containing material terms and conditions that differ from Grantee's
material obligations under this Franchise, or declines to require such franchise or other similar
lawful authorization where it has the legal authority to do so, then the parties agree that the
obligations in this Franchise will, pursuant to the process set forth in this Section, be amended to
include any material terms or conditions that it imposes upon the new entrant, or provide relief
from existing material terms or conditions, so as to insure that the regulatory and financial
burdens on each entity are materially equivalent. "Material terms and conditions" include, but
are not limited to: Franchise Fees and Gross Revenues; complementary services; insurance;
System build-out requirements: security instruments; Public. Education and Government Access
Channels and support: customer service standards; required reports and related record keeping;
competitive equity (or its equivalent); audits; dispute resolution; remedies; 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.
(B) "fhe modification process of this Franchise as provided for in Section 2.6(A) shall
only be initiated by written notice by the Grantee to the County regarding specified franchise
obligations. Grantee's notice shall address the following: (I) identifying the specific terms or
conditions in the competitive cable services franchise which are materially different from
Grantee's obligations under this Franchise; (2) identifying the Franchise terms and conditions for
which Grantee is seeking amendments; (3) providing text for any proposed Franchise
amendments to the County, with a written explanation of why the proposed amendments are
necessary and consistent.
(C) Upon receipt of Grantee's written notice as provided in Section 2.6 (B). the
County and Grantee agree that they will use best efforts in good faith to negotiate Grantee's
proposed Franchise modifications, and that such negotiation will proceed and conclude within a
ninety (90) day time period, unless that time period is reduced or extended by mutual agreement
of the parties. If the County and Grantee reach agreement on the Franchise modifications
pursuant to such negotiations. then the County shall amend this Franchise to include the
modifications.
(D) In the alternative to Franchise modification negotiations as provided for in
Section 2.6 (C), or if the County and Grantee fail to reach agreement in such negotiations.
Grantee may, at its option, elect to replace this Franchise by opting into the franchise or other
similar lawful authorization that the County grants to another multi-channel video programming
provider (with the understanding that Grantee will use its current system design and technology
infrastructure to meet any requirements of the new franchise), so as to insure that the regulatory
and financial burdens on each entity are equivalent. If Grantee so elects, the County shall
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immediately commence proceedings to replace this Franchise with the franchise issued to the
other multi-channel video programming provider.
(E) Notwithstanding anything contained in this Section 2.6(A) through (D) to the
contrary, the County shall not be obligated to amend or replace this Franchise unless the new
entrant makes Cable Services or similar video programming service available for purchase by
Subscribers or customers under its franchise agreement with the County.
(F) Notwithstanding any provision to the contrary, at any time that a wireline-based
entity with facilities used to deliver Cable Services or multiple Channels of video programming
located in the County's Rights of Way 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 that permits a new entrant to utilize the Rights of
Way granted by the County, then:
(1) Grantee may negotiate with the County to seek Franchise modifications as
per Section 2.6(B)-(D) above:or
(a) 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 eighteen (18) months from the first day of the month following the date
of Grantee's notice and Grantee shall be deemed to have timely invoked the
renewal process under 47 USC 546: or,
(b) Grantee may assert, at Grantee's option, that this Franchise is rendered
"commercially impracticable,' and invoke the modification procedures set
forth in Section 625 of the Cable Act.
2.7 Familiarity with Franchise
The Grantee acknowledges and warrants by acceptance of the rights, privileges and
agreements granted herein, that it has carefully read and fully comprehends the terms and
conditions of this Franchise and is willing to and does accept all lawful and reasonable risks of
the meaning of the provisions, terms and conditions herein. The Grantee further acknowledges
and states that it has fully studied and considered the requirements and provisions of this
Franchise, and finds that the same are commercially practicable at this time, and consistent with
all local, State and federal laws and regulations currently in effect, including the Cable Act.
2.8 Effect of Acceptance
By accepting the Franchise,the Grantee: (I) acknowledges and accepts the County's legal
right to issue and enforce the Franchise; (2) accepts and agrees to comply with each and every
provision of this Franchise subject to Applicable Law; and (3) agrees that the Franchise was
granted pursuant to processes and procedures consistent with Applicable Law, and that it will not
raise any claim to the contrary.
SECTION 3. FRANCHISE FEE PAYMENT AND FINANCIAL CONTROLS
3.1 Franchise Fee
As compensation for the benefits and privileges granted under this Franchise and in
consideration of permission to use the County's Right-of-Way, Grantee shall within sixty (60)
days of the Effective Date of this agreement pay as a Franchise Fee to the County, throughout the
duration of and consistent with this Franchise. an amount equal to five percent (5%) of Grantee's
Gross Revenues.
3.2 Payments
Grantee's Franchise Fee payments to the County shall be computed quarterly for the
preceding calendar quarter ending March 31, June 30, September 30, and December 31. Each
quarterly payment shall be due and payable no later than forty-five (45) days after said dates.
3.3 Acceptance of Payment and Recomputation
No acceptance of any payment shall be construed as an accord by the County that the
amount paid is, in fact, the correct amount. nor shall any acceptance of payments be construed as
a release of any claim the County may have for further or additional sums payable or for the
performance of any other obligation of Grantee.
3.4 Quarterly Franchise Fee Reports
Each payment shall be accompanied by a written report to the County, or concurrently
sent under separate cover, verified by an authorized representative of Grantee, containing an
accurate statement in summarized form. as well as in detail, of Grantee's Gross Revenues and the
computation of the payment amount. Such reports shall detail all Gross Revenues of the Cable
System.
3.5 Annual Franchise Fee Reports
Grantee shall, within sixty (60) days after the end of each year, furnish to the County a
statement stating the total amount of Gross Revenues for the year and all payments, deductions
and computations for the period.
3.6 Franchise Fees Subject to Audit
On an annual basis. upon thirty (30) days prior written notice, the County, including the
County's Auditor or his/her authorized representative, shall have the right to conduct an
independent audit/review of Grantee's records reasonably related to the administration or
enforcement of this Franchise. Pursuant to subsection 1.29, as part of the Franchise Fee
audit/review the County shall specifically have the right to review relevant data related to the
allocation of revenue to Cable Services in the event Grantee offers Cable Services bundled with
non-Cable Services. For purposes of this section, "relevant data- shall include, at a minimum,
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Grantee's records, produced and maintained in the ordinary course of business, showing the
subscriber counts per package and the revenue allocation per package for each package that was
available for County subscribers during the audit period. To the extent that the County does not
believe that the relevant data supplied is sufficient for the County to complete its audit/review,
the County may require other relevant data. For purposes of this Section 3.6, the "other relevant
data" shall generally mean all: (1) billing reports, (2) financial reports (such as General Ledgers)
and (3) sample customer bills used by Grantee to determine Gross Revenues for the Franchise
Area that would allow the County to recompute the Gross Revenue determination. If the
audit/review shows that Franchise Fee payments have been underpaid by five percent (5%) or
more (or such other contract underpayment threshold as set forth in a generally applicable and
enforceable regulation or policy of the County related to audits), Grantee shall pay the total cost
of the audit/review, such cost not to exceed five thousand dollars ($5,000) for each year of the
audit period. The County's right to audit/review and the Grantee's obligation to retain records
related to this subsection shall expire three (3) years after each Franchise Fee payment has been
made to the County.
3.7 Late Payments
In the event any payment due quarterly is not received within forty-five (45) days from
the end of the calendar quarter, Grantee shall pay interest on the amount due (at the prime rate as
listed in the Wall Street Journal on the date the payment was due), compounded daily, calculated
from the date the payment was originally due until the date the County receives the payment.
3.8 Underpayments
If a net Franchise Fee underpayment is discovered as the result of an audit, Grantee shall
pay interest at the rate of the eight percent (8%) per annum, compounded quarterly, calculated
from the date each portion of the underpayment was originally due until the date Grantee remits
the underpayment to the County.
3.9 Alternative Compensation
In the event the obligation of Grantee to compensate the County through Franchise Fee
payments is lawfully suspended or eliminated, in whole or part, then Grantee shall pay to the
County compensation equivalent to the compensation paid to the County by other similarly
situated users of the County 's Right-of-Way for Grantee's use of the County 's Right-of-Way,
provided that in no event shall such payments exceed the equivalent of five percent (5%) of
Grantee's Gross Revenues (subject to the other provisions contained in this Franchise), to the
extent consistent with Applicable Law.
3.10 Maximum Legal Compensation
The parties acknowledge that, at present, applicable federal law limits the County to
collection of a maximum permissible Franchise Fee of five percent (5°i°) of Gross Revenues. In
the event that at any time during the duration of this Franchise, the County is authorized to
collect an amount in excess of five percent (5%) of Gross Revenues, then this Franchise may be
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amended unilaterally by the County to provide that such excess amount shall be added to the
Franchise Fee payments to be paid by Grantee to the County hereunder, provided that Grantee
has received at least ninety (90) days prior written notice from the County of such amendment,
so long as all cable operators in the County are paying the same Franchise Fee amount.
3.11 Additional Commitments Not Franchise Fee Payments
No term or condition in this Franchise shall in any way modify or affect Grantee's
obligation to pay Franchise Fees. Although the total sum of Franchise Fee payments and
additional commitments set forth elsewhere in this Franchise may total more than five percent
(5%) of Grantee's Gross Revenues in any twelve (12) month period, Grantee agrees that the
additional commitments herein are not Franchise Fees as defined under any federal law, nor are
they to be offset or credited against any Franchise Fee payments due to the County, nor do they
represent an increase in Franchise Fees: unless the additional commitments are authorized to be
offset in accordance with Applicable Law.
3.12 Tax Liability
The Franchise Fees shall be in addition to any and all taxes or other levies or assessments
which are now or hereafter required to be paid by businesses in general by any law of the
County, the State or the United States including, without limitation, sales, use and other taxes,
business license fees or other payments. Payment of the Franchise Fees under this Franchise
shall not exempt Grantee from the payment of any other license fee. permit fee, tax or charge on
the business, occupation. property or income of Grantee that may be lawfully imposed by the
County. Any other license fees, taxes or charges shall be of general applicability in nature and
shall not be levied against Grantee solely because of its status as a Cable Operator, or against
Subscribers, solely because of their status as such.
3.13 Financial Records
Grantee agrees to meet with a representative of the County upon request to review
Grantee's methodology of record-keeping, financial reporting, the computing of Franchise Fee
obligations and other procedures, the understanding of which the County deems necessary for
reviewing reports and records.
3.14 Payment on Termination
If this Franchise terminates for any reason, the Grantee shall file with the County within
ninety (90) calendar days of the date of the termination, a financial statement, certified by an
independent certified public accountant, showing the Gross Revenues received by the Grantee
since the end of the previous fiscal year. The County reserves the right to satisfy any remaining
financial obligations of the Grantee to the County by utilizing the funds available in any security
provided by the Grantee.
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SECTION 4. ADMINISTRATION AND REGULATION
4.1 Authority
(A) The County shall be vested with the power and right to reasonably regulate the
exercise of the privileges permitted by this Franchise in the public interest, or to delegate that
power and right,or any part thereof, to the extent permitted under Federal. State and local law, to
any agent, in its sole discretion, including without limitation, the Colorado Communications and
Utility Alliance.
(B) Nothing in this Franchise shall limit nor expand the County's right of eminent
domain under State law.
4.2 Rates and Charges
All of Grantee's rates and charges related to or regarding Cable Services shall be subject
to regulation by the County to the full extent authorized by applicable federal, State and local
laws.
4.3 Rate Discrimination
All of Grantee's rates and charges shall be published (in the form of a publicly-available
rate card) and be non-discriminatory as to all Persons and organizations of similar classes, under
similar circumstances and conditions. Grantee shall apply its rates in accordance with
Applicable Law, with identical rates and charges for all Subscribers receiving identical Cable
Services, without regard to race, color, ethnic or national origin, religion, age, sex, sexual
orientation, marital, military or economic status, or physical or mental disability or geographic
location within the County. Grantee shall offer the same Cable Services to all Residential
Subscribers at identical rates to the extent required by Applicable Law and to Multiple Dwelling
Unit Subscribers to the extent authorized by FCC rules or applicable Federal law. Grantee shall
permit Subscribers to make any lawful in-residence connections the Subscriber chooses without
additional charge nor penalizing the Subscriber therefor. However, if any in-home connection
requires service from Grantee due to signal quality. signal leakage or other factors, caused by
improper installation of such in-home wiring or faulty materials of such in-home wiring, the
Subscriber may be charged reasonable service charges by Grantee. Nothing herein shall be
construed to prohibit:
(A) The temporary reduction or waiving of rates or charges in conjunction with valid
promotional campaigns; or,
(B) The offering of reasonable discounts to senior citizens or economically
disadvantaged citizens; or,
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(C) The offering of rate discounts for Cable Service; or,
(D) The Grantee from establishing different and nondiscriminatory rates and charges
and classes of service for Commercial Subscribers.as allowable by federal law and regulations.
4.4 Filing of Rates and Charges
(A) Throughout the term of this Franchise. Grantee shall maintain on file with the
County a complete schedule of applicable rates and charges for Cable Services provided under
this Franchise. Nothing in this subsection shall be construed to require Grantee to file rates and
charges under temporary reductions or waivers of rates and charges in conjunction with
promotional campaigns.
(B) Upon request of the County. Grantee shall provide a complete schedule of current
rates and charges for any and all Leased Access Channels, or portions of such Channels,
provided by Grantee. The schedule shall include a description of the price,terms,and conditions
established by Grantee for Leased Access Channels.
4.5 Cross Subsidization
Grantee shall comply with all Applicable Laws regarding rates for Cable Services and all
Applicable Laws covering issues of cross subsidization.
4.6 Reserved Authority
Both Grantee and the County reserve all rights they may have under the Cable Act and
any other relevant provisions of federal, State, or local law.
4.7 Franchise Amendment Procedure
Either party may at any time seek an amendment of this Franchise by so notifying the
other party in writing. Within thirty (30) days of receipt of notice, the County and Grantee shall
meet to discuss the proposed amendments) If the parties reach a mutual agreement upon the
suggested amendment(s), such amendment(s) shall be submitted to the County Council for its
approval. If so approved by the County Council and the Grantee, then such amendment(s) shall
be deemed part of this Franchise. If mutual agreement is not reached, there shall be no
amendment.
4.8 Performance Evaluations
(A) The County may hold performance evaluation sessions upon ninety (90) days
written notice, provided that such evaluation sessions shall be held no more frequently than once
every two (2)years. All such evaluation sessions shall be conducted by the County.
(B) Special evaluation sessions may be held at any time by the County during the
term of this Franchise, upon ninety (90)days written notice to Grantee.
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(C) All regular evaluation sessions shall be open to the public and announced at least
two (2) weeks in advance in any manner within the discretion of the County. Grantee shall also
include with or on the Subscriber billing statements for the billing period immediately preceding
the commencement of the session, written notification of the date, time, and place of the regular
performance evaluation session, and any special evaluation session as required by the County,
provided Grantee receives appropriate advance notice.
(D) Topics which may be discussed at any evaluation session may include, but are not
limited to, Cable Service rate structures; Franchise Fee payments; liquidated damages; free or
discounted Cable Services; application of new technologies; Cable System performance; Cable
Services provided; programming offered; Subscriber complaints; privacy; amendments to this
Franchise;judicial and FCC rulings; line extension policies; and the County or Grantee's rules:
provided that nothing in this subsection shall be construed as requiring the renegotiation of this
Franchise.
(E) During evaluations under this subsection, Grantee shall fully cooperate with the
County and shall provide such information and documents maintained in the ordinary course of
business as the County may reasonably require to perform the evaluation.
4.9 Late Fees
(A) For purposes of this subsection, any assessment, charge, cost. fee or sum,
however characterized, that the Grantee imposes upon a Subscriber solely for late payment of a
bill is a late fee and shall be applied in accordance with the County's Customer Service
Standards, as the same may be amended from time to time by the County Council acting by
ordinance or resolution,or as the same may be superseded by legislation or final court order.
(B) Nothing in this subsection shall be deemed to create, limit or otherwise affect the
ability of the Grantee, if any, to impose other assessments, charges, fees or sums other than those
permitted by this subsection, for the Grantee's other services or activities it performs in
compliance with Applicable Law, including FCC law, rule or regulation.
(C) The Grantee's late fee and disconnection policies and practices shall be
nondiscriminatory and such policies and practices, and any fees imposed pursuant to this
subsection, shall apply equally in all parts of the County without regard to the neighborhood or
income level of the Subscriber.
4.10 Force Majeure
In the event Grantee is prevented or delayed in the performance of any of its obligations
under this Franchise by reason beyond the control of Grantee, Grantee shall have a reasonable
time, under the circumstances, to perform the affected obligation under this Franchise or to
procure a substitute for such obligation which is satisfactory to the County. Those conditions
which are not within the control of Grantee include, but are not limited to, natural disasters, civil
disturbances, work stoppages or labor disputes, power outages, telephone network outages, and
severe or unusual weather conditions which have a direct and substantial impact on the Grantee's
17
ability to provide Cable Services in the County and which was not caused and could not have
been avoided by the Grantee which used its best efforts in its operations to avoid such results.
If Grantee believes that a reason beyond its control has prevented or delayed its
compliance with the terms of this Franchise, Grantee shall provide documentation as reasonably
required by the County to substantiate the Grantee's claim. If Grantee has not yet cured the
deficiency. Grantee shall also provide the Count with its proposed plan for remediation.
including the timing for such cure.
SECTION 5. FINANCIAL AND INSURANCE REQUIREMENTS
5.1 Indemnification
(A) General Indemnification. Grantee shall indemnify, defend and hold the County,
its officers, officials, boards, commissions, agents and employees, harmless from any action or
claim for injury, damage, loss. liability, cost or expense. including court and appeal costs and
reasonable attorneys' fees or reasonable expenses, arising from any casualty or accident to Person
or property, including, without limitation, copyright infringement, defamation, and all other
damages in any way arising out of, or by reason of. any construction, excavation, operation,
maintenance, reconstruction, or any other act done under this Franchise, by or for Grantee, its
agents. or its employees, or by reason of any neglect or omission of Grantee. Grantee shall
consult and cooperate with the County while conducting its defense of the County Grantee shall
not be obligated to indemnify the County to the extent of the County's negligence or willful
misconduct.
(B) Indemnification for Relocation. Grantee shall indemnify the Count}' for any
damages, claims, additional costs or reasonable expenses assessed against, or payable by, the
County arising out of, or resulting from, directly or indirectly, Grantee's failure to remove, adjust
or relocate any of its facilities in the Rights-of-Way in a timely manner in accordance with any
relocation required by the County.
(C) Additional Circumstances Grantee shall also indemnify, defend and hold the
County harmless for any'claim for injury, damage. loss, liability, cost or expense. including court
and appeal costs and reasonable attorneys' fees or reasonable expenses in an} way arising out of:
(I) The lawful actions of the County in granting this Franchise to the extent
such actions are consistent with this Franchise and Applicable Law.
(2) Damages arising out of any failure by Grantee to secure consents from the
owners, authorized distributors, or licensees/licensors of programs to be delivered by the
Cable System, whether or not any act or omission complained of is authorized, allowed
or prohibited by this Franchise.
(D) Procedures and Defense. If a claim or action arises, the County or any' other
indemnified party shall promptly' tender the defense of the claim to Grantee, which defense shall
be at Grantee's expense. The County may participate in the defense of a claim, but if Grantee
18
provides a defense at Grantee's expense then Grantee shall not be liable for any attorneys' fees,
expenses or other costs that County may incur if it chooses to participate in the defense of a
claim, unless and until separate representation as described below in Paragraph 5.1(F) is
required. In that event the provisions of Paragraph 5.1(F) shall govern Grantee's responsibility
for County's attorney's fees, expenses or other costs. In any event, Grantee may not agree to any
settlement of claims affecting the County without the County 's approval.
(E) Non-waiver. The fact that Grantee carries out any activities under this Franchise
through independent contractors shall not constitute an avoidance of or defense to Grantee's duty
of defense and indemnification under this subsection.
(F) Expenses. If separate representation to fully protect the interests of both parties is
or becomes necessary, such as a conflict of interest between the County and the counsel selected
by Grantee to represent the County, Grantee shall pay, from the date such separate representation
is required forward, all reasonable expenses incurred by the County in defending itself with
regard to any action, suit or proceeding indemnified by Grantee. Provided, however, that in the
event that such separate representation is or becomes necessary, and County desires to hire
counsel or any other outside experts or consultants and desires Grantee to pa} those expenses.
then the County shall be required to obtain Grantee's consent to the engagement of such counsel.
experts or consultants, such consent not to be unreasonably withheld. The County 's expenses
shall include all reasonable out-of-pocket expenses, such as consultants' fees, and shall also
include the reasonable value of any services rendered by the County Attorney or his/her
assistants or any employees of the County or its agents but shall not include outside attorneys'
fees for services that are unnecessarily duplicative of services provided the County by Grantee.
5.2 Insurance
(A) Grantee shall maintain in full force and effect at its own cost and expense each of
the following policies of insurance:
(I) Commercial General Liability insurance with limits of no less than one
million dollars ($1,000,000.00) per occurrence and three million dollars ($3,000,000.00)
general aggregate. Coverage shall be at least as broad as that provided by ISO CG 00 01
1/96 or its equivalent and include severability of interests. Such insurance shall name the
County, its officers, officials and employees as additional insureds per ISO CG 2026 or
its equivalent. There shall be a waiver of subrogation and rights of recovery against the
County, its officers, officials and employees. Coverage shall apply as to claims between
insureds on the policy, if applicable.
(2) Commercial Automobile Liability insurance with minimum combined
single limits of one million dollars ($1,000,000.00) each occurrence with respect to each
of Grantee's owned, hired and non-owned vehicles assigned to or used in the operation of
the Cable System in the County. The policy shall contain a severability of interests
provision.
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(B) The insurance shall not be canceled or materially changed so as to be out of
compliance with these requirements without thirty (30) days' written notice first provided to the
County, via certified mail, and ten (10) days' notice for nonpayment of premium. If the
insurance is canceled or materially altered so as to be out of compliance with the requirements of
this subsection within the term of this Franchise, Grantee shall provide a replacement policy.
Grantee agrees to maintain continuous uninterrupted insurance coverage, in at least the amounts
required, for the duration of this Franchise and, in the case of the Commercial General Liability,
for at least one (1)year after expiration of this Franchise.
5.3 Letter of Credit
(A) If there is a claim by the County of an uncured breach by Grantee of a material
provision of this Franchise or pattern of repeated violations of any provision(s) of this Franchise,
then the County may require and Grantee shall establish and provide within thirty (301 days from
receiving notice from the County, to the County as security for the faithful performance by
Grantee of all of the provisions of this Franchise. a letter of credit from a financial institution
satisfactory to the County in the amount of twenty-five thousand dollars($25,000.00).
(B) In the event that Grantee establishes a fetter of credit pursuant to the procedures of
this Section, then the letter of credit shall be maintained at twenty-five thousand dollars
($25.000) until the allegations of the uncured breach have been resolved.
(C) As an alternative to the provision of a Letter of Credit to the County as set forth in
Subsections 5.4 (A) and (B) above, if the County is a member of CCUA, and if Grantee provides
a Letter of Credit to CCUA in an amount agreed to between Grantee and CCUA for the benefit
of its members, in order to collectively address claims reference in 5.4 (A), Grantee shall not be
required to provide a separate Letter of Credit to the County.
(D) After completion of the procedures set forth in Section 13.1 or other applicable
provisions of this Franchise. the letter of credit may be drawn upon by the County for purposes
including, but not limited to,the Following:
(I) Failure of Grantee to pay the County sums due under the terms of this
Franchise;
(2) Reimbursement of costs borne by the County to correct Franchise
violations not corrected by Grantee;
(3) Monetary remedies or damages assessed against Grantee due to default or
breach of Franchise requirements;and,
(4) Failure to comply with the Customer Service Standards of the County, as
the same may be amended from time to time by the County Council acting by ordinance or
resolution.
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(E) The County shall give Grantee written notice of any withdrawal under this
subsection upon such withdrawal. Within seven (7) days following receipt of such notice,
Grantee shall restore the letter of credit to the amount required under this Franchise.
(F) Grantee shall have the right to appeal to the County Council for reimbursement in
the event Grantee believes that the letter of credit was drawn upon improperly. Grantee shall also
have the right of judicial appeal if Grantee believes the letter of credit has not been properly
drawn upon in accordance with this Franchise. Any funds the County erroneously or wrongfully
withdraws from the letter of credit shall be returned to Grantee with interest, from the date of
withdrawal at a rate equal to the prime rate of interest as quoted in the Wall Street Journal.
SECTION 6. CUSTOMER SERVICE
6.1 Customer Service Standards
Grantee shall comply with Customer Service Standards of the County, as the same may be
amended from time to time by the County Council in its sole discretion, acting by ordinance or
resolution. Any requirement in Customer Service Standards for a"local"telephone number may
be met by the provision of a toll-free number. The Customer Services Standards in effect as of
the Effective Date of this Franchise are attached as Exhibit A. Grantee reserves the right to
challenge any customer service ordinance which it believes is inconsistent with its contractual
rights under this Franchise.
6.2 Subscriber Privacy
The Grantee shall comply' with all applicable federal, state, and local privacy laws,
including Section 631 of the Cable Act and regulations adopted pursuant thereto.
6.3 Subscriber Contracts
Grantee shall not enter into a contract with any' Subscriber which is in any way
inconsistent with the terms of this Franchise, or any Exhibit hereto, or the requirements of any
applicable Customer Service Standard. Upon request, Grantee will provide to the County a
sample of the Subscriber contract or service agreement then in use.
6.4 Advance Notice to the County
The Grantee shall use reasonable efforts to furnish information provided to Subscribers or
the media in the normal course of business to the Count) in advance.
6.5 Identification of Local Franchise Authority on Subscriber Bills
Within sixty (60) days after written request from the County, Grantee shall place the
County's phone number on its Subscriber bills, to identify where a Subscriber may call to
address escalated complaints.
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SECTION 7. BOOKS AND RECORDS
7.1 Open Records
Grantee shall manage all of its operations in accordance with a policy of keeping its documents
and records open and accessible to the County. The County, including the County's Auditor or
his/her authorized representative, shall have access to. and the right to inspect, any books and
records of Grantee, its parent corporations and Affiliates which are reasonably related to the
administration or enforcement of the terms of this Franchise. Grantee shall not deny the County
access to any of Grantee's records on the basis that Grantee's records are under the control of any
parent corporation. Affiliate or a third part}. The County may, in thing, request copies of any
such records or books and Grantee shall provide such copies within thirty (30) days of the
transmittal of such request. One (t) copy of all reports and records required under this or any
other subsection shall be furnished to the County, at the sole expense of Grantee. If the
requested books and records are too voluminous, or for security reasons cannot be copied or
removed, then Grantee may request, in writing within ten (10) days. that the County inspect them
at Grantees local offices. If any books or records of Grantee are not kept in a local office and
not made available in copies to the County upon written request as set forth above, and if the
County determines that an examination of such records is necessary or appropriate for the
performance of any of the County's duties, administration or enforcement of this Franchise, then
all reasonable travel and related expenses incurred in making such examination shall be paid by
Grantee.
7.2 Confidentiality
The County agrees to treat as confidential any books or records that constitute proprietary
or confidential information under federal or State law, to the extent Grantee makes the County
aware of such confidentiality. Grantee shall be responsible for clearly and conspicuously
stamping the word "Confidential" on each page that contains confidential or proprietary
intittmation, and shall provide a brief written explanation as to why such information is
confidential under State or federal law. If the County believes it must release any such
confidential books and records in the course of enforcing this Franchise, or for any other reason.
it shall advise Grantee in advance so that Grantee may take appropriate steps to protect its
interests. If the County receives a demand from any Person for disclosure of any information
designated by Grantee as confidential, the County shall, so far as consistent with Applicable
Law, advise Grantee and provide Grantee with a copy of any written request by the party
demanding access to such information within a reasonable time. Until otherwise ordered by a
court or agency of competent jurisdiction, the County agrees that, to the extent permitted by
State and federal law. it shall deny access to any of Grantee's books and records marked
confidential as set forth above to any Person. Grantee shall reimburse the County for all
reasonable costs and attorney's fees incurred in any legal proceedings pursued under this
Section.
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7.3 Records Required
(A) Grantee shall at all times maintain, and shall furnish to the County upon 30 days
written request and subject to Applicable Law:
(I) A complete set of maps showing the exact location of all Cable System
equipment and facilities in the Right-of-Way, but excluding detail on proprietary
electronics contained therein and Subscriber drops. As-built maps including proprietary
electronics shall be available at Grantee's offices for inspection by the County's
authorized representative(s) or agent(s) and made available to such during the course of
technical inspections as reasonably conducted by the County. These maps shall be
certified as accurate by an appropriate representative of the Grantee;
(2) A copy of all FCC filings on behalf of Grantee, its parent corporations or
Affiliates which relate to the operation of the Cable System in the County;
(3) A log of Cable Services added or dropped, Channel changes, number of
Subscribers added or terminated, all construction activity, and total homes passed for the
previous twelve(12)months;and
(4) A list of Cable Services, rates and Channel line-ups.
(B) Subject to subsection 7.2, all information furnished to the County is public
information, and shall be treated as such, except for information involving the privacy rights of
individual Subscribers.
7.4 Annual Reports
Within sixty (60) days of the County's written request, Grantee shall submit to the
County a written report, in a form acceptable to the County, which shall include, but not
necessarily be limited to, the following information for the County:
(A) A Gross Revenue statement,as required by subsection 3.5 of this Franchise:
(B) A summary of the previous year's activities in the development of the Cable
System. including, but not limited to, Cable Services begun or discontinued during the reporting
year, and the number of Subscribers for each class of Cable Service (i.e., Basic, Digital Starter,
and Premium);
(C) The number of homes passed, beginning and ending plant miles, any services
added or dropped,and any technological changes occurring in the Cable System;
(D) A statement of planned construction, if any, for the next year;and,
(E) A copy of the most recent annual report Grantee filed with the SEC or other
governing body.
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The parties agree that the County's request for these annual reports shall remain effective, and
need only be made once. Such a request shall require the Grantee to continue to provide the
reports annually, until further written notice from the County to the contrary.
7.5 Copies of Federal and State Reports
Within thirty (30) days of a written request, Grantee shall submit to the County copies of
all pleadings, applications, notifications, communications and documents of any kind. submitted
by Grantee or its parent corporation(s), to any federal, State or local courts, regulatory agencies
and other government bodies if such documents directly relate to the operations of Grantee's
Cable System within the County. Grantee shall not claim confidential. privileged or proprietary
rights to such documents unless under federal. State, or local law such documents have been
determined to be confidential by a court of competent jurisdiction, or a federal or State agency.
7.6 Complaint File and Reports
(A) Grantee shall keep an accurate and comprehensive file of any complaints
regarding the Cable System, in a manner consistent with the privacy rights of Subscribers, and
Grantee's actions in response to those complaints. These files shall remain available for viewing
to the County during normal business hours at Grantee's local business office.
(B) Within thirty (30) days of a written request, Grantee shall provide the County a
quarterly executive summary in the form attached hereto as Exhibit B, which shall include the
following information from the preceding quarter:
(I) A summary of service calls, identifying the number and nature of the
requests and their disposition;
(2) A log of all service interruption.;
(3) A summary of customer complaints referred by the County to Grantee:
and,
(4) Such other information as reasonably requested by the County.
The parties agree that the County's request for these summary reports shall remain effective. and
need only be made once. Such a request shall require the Grantee to continue to provide the
reports quarterly, until further written notice from the County to the contrary.
7.7 Failure to Report
The failure or neglect of Grantee to file any of the reports or filings required under this
Franchise or such other reports as the County may reasonably request (not including clerical
errors or errors made in good faith), may, at the County's option, be deemed a breach of this
Franchise.
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7.8 False Statements
Any false or misleading statement or representation in any report required by this
Franchise (not including clerical errors or errors made in good faith) may be deemed a material
breach of this Franchise and may subject Grantee to all remedies, legal or equitable, which are
available to the County under this Franchise or otherwise.
SECTION 8. PROGRAMMING
8.1 Broad Programming Categories
Grantee shall provide or enable the provision of at least the following initial broad
categories of programming to the extent such categories are reasonably available:
(A) Educational programming;
(B) Colorado news, weather& information;
(C) Sports;
(D) General entertainment(including movies);
(E) Children/family-oriented;
(F) Arts, culture and performing arts;
(0) Foreign language;
(H) Science/documentary;
(I) National news, weather and information;and,
(J) Public. Educational and Government Access, to the extent required by this
Franchise.
8.2 Deletion or Reduction of Broad Programming Categories
(A) Grantee shall not delete or so limit as to effectively delete any broad category of
programming within its control without the prior written consent of the County.
(B) In the event of a modification proceeding under federal law, the mix and quality
of Cable Services provided by Grantee on the Effective Date of this Franchise shall be deemed
the mix and quality of Cable Services required under this Franchise throughout its term.
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8.3 Obscenity
Grantee shall not transmit, or permit to be transmitted over any Channel subject to its
editorial control, any programming which is obscene under, or violates any provision of,
Applicable Law relating to obscenity, and is not protected by the Constitution of the United
States. Grantee shall be deemed to have transmitted or permitted a transmission of obscene
programming only if a court of competent jurisdiction has found that any of Grantee's officers or
employees or agents have permitted programming which is obscene under, or violative of, any
provision of Applicable Law relating to obscenity, and is otherwise not protected by the
Constitution of the United States, to be transmitted over any Channel subject to Grantee's
editorial control. Grantee shall comply with all relevant provisions of federal law relating to
obscenity.
8.4 Parental Control Device
Upon request by any Subscriber. Grantee shall make available a parental control or
lockout device, traps or filters to enable a Subscriber to control access to both the audio and
video portions of any or all Channels Grantee shall inform its Subscribers of the availability of
the lockout device at the time of their initial subscription and periodically thereafter. Any device
offered shall be at a rate, if any, in compliance with Applicable Law.
8.5 Continuity of Service Mandatory
(A) It shall be the right of all Subscribers to continue to receive Cable Service from
Grantee insofar as their financial and other obligations to Grantee are honored and they are in
compliance with Grantee's terms of services, residential service agreement or other such
provisions. The Grantee shall act so as to ensure that all Subscribers receive continuous,
uninterrupted Cable Seryice regardless of the circumstances. For the purposes of this subsection,
"uninterrupted" does not include short-term outages of the Cable System for maintenance or
testing.
(B) In the event of a change of grantee, or in the event a new Cable Operator acquires
the Cable System in accordance with this Franchise, Grantee shall cooperate with the County,
new franchisee or Cable Operator in maintaining continuity of Cable Service to all Subscribers.
During any transition period. Grantee shall he entitled to the revenues for any period during
which it operates the Cable Sy stem. and shall be entitled to reasonable costs for its services when
it no longer operates the Cable System.
(C) In the event Grantee fails to operate the Cable System for four (4) consecutive
days without prior approval of the Manager, or without just cause, the County may, at its option,
operate the Cable System itself or designate another Cable Operator until such time as Grantee
restores service under conditions acceptable to the County or a permanent Cable Operator is
selected. If the County is required to fulfill this obligation for Grantee, Grantee shall reimburse
the County for all reasonable costs or damages that are the result of Grantee's failure to perform.
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8.6 Services for the Disabled
Grantee shall comply with the Americans with Disabilities Act and any amendments
thereto.
SECTION 9. ACCESS
9.1 Designated Access Providers
(A) The County shall have the sole and exclusive responsibility for identifying the
Designated Access Providers. including itself for Access purposes, to control and manage the use
of any or all Access Facilities provided by Grantee under this Franchise. As used in this Section,
such "Access Facilities" includes the Channels, services, facilities, equipment, technical
components and/or financial support provided under this Franchise, which is used or useable by
and for Public Access. Educational Access, and Government Access("PEG"or"PEG Access").
(B) Grantee shall cooperate with County in County's efforts to provide Access
programming, but will not be responsible or liable for any damages resulting from a claim in
connection with the programming placed on the Access Channels by the Designated Access
Provider.
9.2 Channel Capacity and Use
(A) Grantee shall make available to the County up to five (5) Downstream Channels
for PEG use as provided for in this Section. The Downstream Channels allocated under this
Section are the same common channels that Grantee shall make available to the County,the City
of Aspen, and the Town of Snowmass Village, and all five (5) of these Access Channels will
continue to be distributed on the local channel lineup within the Town of Basalt subject to
financial and technically feasibility of doing the same. Grantee further acknowledges that as of
the Effective Date of this Franchise Agreement, it is financially and technically feasible to
distribute these Channels on the local channel lineup in Basalt. It is intended that these five (5)
common Downstream Channels will be used for the provision of programming to subscribers of
PEG programming by the four communities, and the individual jurisdictions and educational
institutions therein. If at any time during the term of this Franchise Agreement, the County no
longer shares in providing programming content on the Access Channels described in this
Section 9.2, Grantee shall have the right pursuant to 47 U.S.C. §545, to modify the number of
Access Channels made available to the County to better reflect the cable related needs of the
County individually,and not based upon shared access as contemplated in this Section.
(B) Grantee shall have the right to temporarily use any Channel, or portion thereof,
which is allocated under this Section for Public, Educational, or Governmental Access use.
within sixty (60) days after a written request for such use is submitted to the County, if such
Channel is not "fully utilized" as defined herein. A Channel shall be considered fully utilized if
substantially unduplicated programming is delivered over it more than an average of 38 hours
per week over a six (6) month period. Since the Access Channels are shared by multiple local
franchising authorities, the total amount of programming delivered by all such entities shall be
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used in calculating whether a Channel is fully utilized as described herein. Programming that is
repeated on an Access Channel up to two times per day shall be considered "unduplicated
programming." Character-generated programming shall be included for purposes of this
subsection, but may be counted towards the total average hours only with respect to two (2)
Channels provided to the County. If a Channel allocated for Public. Educational, or
Governmental Access use will be used by Grantee in accordance with the terms of this
subsection, the institution to which the Channel has been allocated shall have the right to require
the return of the Channel or portion thereof. The County shall request return of such Channel
space by delivering written notice to Grantee stating that the institution is prepared to fully
utilize the Channel. or portion thereof, in accordance with this subsection. In such event, the
Channel or portion thereof shall be returned to such institution within sixty (60) days after
receipt by Grantee of such written notice.
(C) Standard Definition ("SD") Digital Access Channels.
(I) Grantee shall provide three (3) Activated Downstream Channels for PEG
Access use in a standard definition ("SD") digital format in Grantee's Basic Service ("SD
Access Channel"). Grantee shall carry all components of the SD Access Channel Signals
provided by a Designated Access Provider including, but not limited to, closed
captioning, stereo audio and other elements associated with the Programming. A
Designated Access Provider shall be responsible for providing the SD Access Channel
Signal in an SD format to the demarcation point at the designated point of origination for
the SD Access Channel. Grantee shall transport and distribute the SD Access Channel
signal on its Cable System and shall not unreasonably discriminate against SD Access
Channels with respect to accessibility, functionality and to the application of any
applicable Federal Communications Commission Rules& Regulations. including without
limitation Subpart K Channel signal standards.
(2) With respect to signal quality. Grantee shall not be required to carry a SD
Access Channel in a higher quality format than that of the SD Access Channel signal
delivered to Grantee. but Grantee shall distribute the SD Access Channel signal without
degradation. Upon reasonable written request by a Designated Access Provider. Grantee
shall verify signal delivery to Subscribers with the Designated Access Provider.
consistent with the requirements of this Section 9.2(C).
(3) Grantee shall be responsible for costs associated with the transmission of
SD Access signals on its side of the demarcation point which for the purposes of this
Section 9.2 (C)(3), shall mean up to and including the modulator where the County signal
is converted into a format to be transmitted over a fiber connection to Grantee. The
County or Designated Access Provider shall be responsible for costs associated with SD
Access signal transmission on its side of the demarcation point.
(4) SD Access Channels may require Subscribers to buy or lease special
equipment, available to all Subscribers, and subscribe to those tiers of Cable Service,
upon which SD channels are made available. Grantee is not required to provide free SD
equipment to Subscribers. including complimentary government and educational
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accounts, nor modify its equipment or pricing policies in any manner.
(D) High Definition ("HD") Digital Access Channels
(I) After the Effective Date and within one hundred twenty (120) days'
written notice, Grantee shall activate one (I) HD Access Channel to be shared by the
County, City of Aspen and the Towns of Snowmass Village and Basalt, for which the
County may provide Access Channel content in HD format to the demarcation point at
the designated point of origination for the Access Channel. Beginning two(2)years after
the Effective Date, and no later than one hundred twenty (120) days after written notice,
Grantee shall activate a second HD channel. For the purposes of this Section, all
references to HD channels acknowledge that such Access Channels are common channels
shared by the four jurisdictions.
(a) The County shall, in its written notice to Grantee as provided for in
this Section, confirm that it, the City of Aspen, the'Towns of Snowmass Village
and Basalt and/or its Designated Access Provider has the capabilities to produce.
has been producing and will produce programming in an HD format for the newly
activated HD Access Channel(s); and,
(b) There will be a minimum of five (5) hours per-day, five days per-
week of HD PEG programming available for each HD Access Channel. For the
purposes of this subsection, character-generated programming (i.e.. community
bulletin boards) shall not satisfy. in whole or in part, this programming
requirement.
(2) The County shall be responsible for providing the HD Access Channel
signal in an HD digital format to the demarcation point at the designated point of
origination for the HD Access Channel. For purposes of this Franchise, an HD signal
refers to a television signal delivering picture resolution of either 720p or 1080i, or such
other resolution in this same range that Grantee utilizes for other similar non-sport. non-
movie programming channels on the Cable System. whichever is greater.
(3) Grantee shall transport and distribute the HD Access Channel signal on its
Cable System and shall not unreasonably discriminate against HD Access Channels with
respect to accessibility, functionality and to the application of any applicable Federal
Communications Commission Rules& Regulations, including without limitation Subpart
K Channel signal standards. With respect to signal quality. Grantee shall not be required
to carry a HD Access Channel in a higher quality format than that of the HD Access
Channel signal delivered to Grantee, but Grantee shall distribute the HD Access Channel
signal without degradation. Grantee shall carry all components of the HD Access
Channel signals provided by the Designated Access Provider including, but not limited
to, closed captioning, stereo audio and other elements associated with the Programming.
Upon reasonable written request by the County, Grantee shall verify signal delivery to
Subscribers with the County, consistent with the requirements of this Section 9.2(D).
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(4) HD Access Channels may' require Subscribers to buy or lease special
equipment, available to all Subscribers, and subscribe to those tiers of Cable Service,
upon which HD channels are made available. Grantee is not required to provide free HD
equipment to Subscribers, including complimentary government and educational
accounts. nor modify its equipment or pricing policies in any manner.
(5) The County or any Designated Access Provider is responsible for
acquiring all equipment necessary to produce programming in HD.
(6) Grantee shall cooperate with the County to procure and provide, at the
County's cost, all necessary transmission equipment from the Designated Access
Provider channel origination point, at Grantee's headend and through Grantee's
distribution system, in order to deliver the HI) Access Channels. The County shall be
responsible for the costs of all transmission equipment. including HD modulator and
demodulator, and encoder or decoder equipment, and multiplex equipment, required in
order for Grantee to receive and distribute the HD Access Channel signal, or for the cost
of any resulting upgrades to the video return line. The County and Grantee agree that
such expense of acquiring and installing the transmission equipment or upgrades to the
video return line qualifies as a capital cost for PEG Facilities within the meaning of the
Cable Act 47 U.S.C.A. Section 542(g)(20)(C), and therefore is an appropriate use of
revenues derived from those PEG Capital fees provided for in this Franchise.
(E) Grantee shall simultaneously carry the two (2) initial HD Access Channels
provided for in Section 9.2(D) in high definition format on the Cable System, in addition to
simultaneously carrying in standard definition format the SD Access Channels provided pursuant
to Subsection 9.2(C).
(F) There shall be no restriction on Grantee's technology used to deploy and deliver
SD or HD signals so long as the requirements of the Franchise are otherwise met. Grantee may
implement HD carriage of the PEG channel in any manner (including selection of compression,
utilization of IP, and other processing characteristics) that produces a signal quality for the
consumer that is reasonably comparable and functionally equivalent to similar commercial HD
channels carried on the Cable System. In the event the County believes that Grantee fails to
meet this standard, the County will notify Grantee of such concern, and Grantee will respond to
any complaints in a timely manner.
9.3 Access Channel Assignments and Relocation
Grantee shall use its best efforts to minimize the movement of SD and HD Access
Channel assignments. Grantee shall provide the County a minimum of sixty (60) days' notice,
and use its best efforts to provide one hundred and twenty (120) days' notice, prior to the time
Public. Educational, and Governmental Access Channel designations are changed. In addition,
Grantee will make reasonable efforts to locate HD Access Channels provided pursuant to
Subsection 9.2(D) in a location on its HD Channel line-up that is easily accessible to
Subscribers.
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9.4 Web-Based Video On Demand and Streaming
(A) After the Effective Date and within one hundred twenty (120) days' written
notice, Grantee shall provide at no cost to the County Administration and Sheriffs Office at 530
East Main Street, Aspen, CO 81611 a business class broadband connection, broadband service
and all necessary hardware, to enable the County. the City of Aspen, the Town of Snowmass
Village, and the Town of Basalt to deliver web-based PEG content. If, during the term of this
Franchise, the jurisdictions within Pitkin County move the location and such new location does
not have the capacity to connect and receive the broadband service described in this Section
9.4(A), the cost of upgrading the network to enable such service shall be incurred by the County
and the other jurisdictions. The broadband connection provided herein shall be used exclusively
for web-based on demand Access programming and/or web-based video streaming of Access
content. Within ninety (90) days after written request of the County. Grantee shall additionally
provide a one-time grant of funding. which the County and the other jurisdictions in the County
shall use to acquire and/or for replacement costs for a video on demand server for facilitating the
web-based Access programming described in this Section 9.4. The grant of funding allocated
under this Section is a collective grant that Grantee is providing in the franchise agreements of
each participating member community — Pitkin Couny, the City of Aspen, the Town of
Snowmass Village and the Town of Basalt. The total amount of this collective grant shall not
exceed twenty thousand dollars($20,000).
(B) The County's Designated Access Provider(s) may provide web-based video on
demand programming on line; provided however, that such Designated Access Provider(s) shall
be responsible for its own costs related to a video on demand server, broadband connection and
service and any other associated equipment.
(C) For all of the County's and its Designated Access Provider's web-based on
demand Access programming facilitated through the broadband connection and service described
in this Section 9.4, Grantee shall be permitted to provide its logo which shall be displayed on the
main web page for the web-based Access programming. Notwithstanding the foregoing, the size
of the County's or Designated Access Provider's logos may be as large as or larger than
Grantee's logo, in the County's or Designated Access Provider's sole reasonable discretion.
(D) Any costs incurred by Grantee in facilitating the web-based on demand Access
programming described in this Section 9.4 may be recovered from Subscribers by Grantee in
accordance with Applicable Law.
9.5 Support for Access Costs
During the term of this Franchise Agreement, Grantee shall continue provide fifty cents
($0.50) per month per Residential Subscriber (the "PEG Contribution") to be used solely for
capital costs related to Public. Educational and Governmental Access and the web based on
demand Access programming described in Section 9.4, or as may be permitted by Applicable
Law. To address inflationary impacts on capital equipment or to evaluate whether the County's
PEG Access capital costs have reduced with time, the County and Grantee may meet no more
than three times after the Effective Date to discuss whether to increase or to decrease the PEG
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Contribution. The primary purpose of such meetings will be for the parties to review prior
expenditures and future capital plans to determine if the current PEG Contribution is reasonably
appropriate to meet future needs. The County and Grantee may suggest to each other, based
upon their own assessments of reasonable past practices and future anticipated needs, whether
the current level of PEG Contribution is appropriate. If either party believes that the PEG
Contribution should be modified in a reasonable amount to address such future needs the parties
shall share all relevant information supporting their positions and negotiate in good faith to
determine if the PEG Contribution should be increased or decreased, and if so. in what amount.
Such discussions regarding potential adjustment to the PEG Contribution will be conducted
pursuant to the Franchise amendment procedures in Section 4.8 of this Franchise. Grantee shall
make PEG Contribution payments quarterly, following the effective date of this Franchise
Agreement for the preceding quarter ending March 31, June 30, September 30, and December
31. Each payment shall be due and payable no later than forty-five(45)days following the end of
the quarter. The County shall have sole discretion to allocate the expenditure of such payments
for any capital costs related to PEG Access. The parties agree that this Franchise shall provide
the County discretion to utilize Access payments for new internal network connections and
enhancements to the County's existing network.
9.6 Access Support Not Franchise Fees
Grantee agrees that capital support for Access Costs arising from or relating to the
obligations set forth in this Section shall in no way modify or otherwise affect Grantee's
obligations to pay Franchise Fees to the County. Grantee agrees that although the sum of
Franchise Fees plus the payments set forth in this Section may total more than five percent (5%)
of Grantee's Gross Revenues in any 12-month period, the additional commitments shall not be
offset or otherwise credited in any way against any Franchise Fee payments under this Franchise
Agreement so long as such support is used for capital Access purposes consistent with this
Franchise and federal law.
9.7 Access Channels On Basic Service or Lowest Priced HD Service Tier
All SD Access Channels under this Franchise Agreement shall be included by Grantee,
without limitation, as part of Basic Service. All HD Access Channels under this Franchise
Agreement shall be included by Grantee, without limitation, as part of the lowest priced tier of
HD Cable Service upon which Grantee provides HD programming content
9.8 Change In Technology
In the event Grantee makes any change in the Cable System and related equipment and
Facilities or in Grantee's signal delivery technology, which directly or indirectly affects the
signal quality or transmission of Access services or programming, Grantee shall at its own
expense take necessary technical steps or provide necessary technical assistance, including the
acquisition of all necessary equipment, and full training of the County's Access personnel to
ensure that the capabilities of Access services are not diminished or adversely affected by such
change. If the County implements a new video delivery technology that is currently offered and
can be accommodated on the Grantee's local Cable System then the same pro',isions above shall
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apply. If the County implements a new video delivery technology that is not currently offered on
and/or that cannot be accommodated by the Grantee's local Cable System, then the County shall
be responsible for acquiring all necessary equipment, facilities, technical assistance, and training
to deliver the signal to the Grantee's headend for distribution to subscribers.
9.9 Technical Quality
Grantee shall maintain all upstream and downstream Access services and Channels on its
side of the demarcation point at the same level of technical quality and reliability required by this
Franchise Agreement and all other applicable laws, rules and regulations for Residential
Subscriber Channels. Grantee shall provide routine maintenance for all transmission equipment
on its side of the demarcation point, including modulators, decoders, multiplex equipment, and
associated cable and equipment necessary to carry a quality signal to and from the County's
facilities for the Access Channels provided under this Franchise Agreement, including the
business class broadband equipment and services necessary for the video on demand and
streaming service described in Section 9.4. Grantee shall also provide, if requested in advance by
the County, advice and technical expertise regarding the proper operation and maintenance of
transmission equipment on the County's side of the demarcation point. The County shall be
responsible for all initial and replacement costs of all HD modulator and demodulator equipment,
web-based video on demand servers and web-based video streaming servers. The County shall
also be responsible, at its own expense, to replace any of the Grantee's equipment that is
damaged by the gross negligence or intentional acts of County staff. The Grantee shall be
responsible, at its own expense. to replace any of the County's equipment that is damaged by the
gross negligence or intentional acts of Grantee's staff. The County will be responsible for the
cost of repairing and/or replacing any HD PEG Access and web-based video on demand
transmission equipment that Grantee maintains that is used exclusively for transmission of the
County's and/or its Designated Access Providers' HD Access programming.
9.10 Access Cooperation
The County may designate any other jurisdiction which has entered into an agreement
with Grantee or an Affiliate of Grantee based upon this Franchise Agreement, any CCUA
member, the CCUA, or any combination thereof to receive any Access benefit due the County
hereunder, or to share in the use of Access Facilities hereunder. The purpose of this subsection
shall be to allow cooperation in the use of Access and the application of any provision under this
Section as the County in its sole discretion deems appropriate, and Grantee shall cooperate fully
with, and in,any such arrangements by the County.
9.11 Return Lines
(A) Grantee shall, at its expense, maintain the existing operating return lines sufficient
to enable character generated, prerecorded and live cablecasts from Pitkin County
Administration and Sheriffs Office building located at 530 East Main Street, Aspen, CO 81611;
Pitkin County Library, 120 North Mill Street, Aspen, CO 81611; Aspen City Hall located at 130
South Galena, Aspen, CO 81611; Pitkin County Airport, located at 233 East Airport Road, Suite
A, Aspen, CO 81612, Snowmass Village Town Hall, 130 Kearns Road, Snowmass Village, CO
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81615. and the Grass Roots TV studio located at I I0 East Hallam Street in Aspen to the
Headend to enable the distribution of Access programming to Subscribers. Grantee shall not be
required to maintain return lines to the Grass Roots TV studio if the County ceases to use Grass
Roots as a Designated Access Provider.
(B) Grantee shall construct and maintain new Fiber Optic return lines to the Headend
from production facilities of new or relocated Designated Access Providers delivering Access
programming to Residential Subscribers as requested in writing by the County. All actual
construction costs incurred by Grantee from the nearest interconnection point to the Designated
Access Provider shall be paid by the County or the Designated Access Provider. New return
lines shall be completed within one (1) year from the request of the County or its Designated
Access Provider,or as otherwise agreed to by the parties. If an emergency situation necessitates
movement of production facilities to a new location, the parties shall work together to complete
the new return line as soon as reasonably possible.
(C) Return lines shall be maintained by Grantee in the same manner as the rest of
the Cable System so that Access Channels may be viewed at the same quality that is provided
by the County or its Designated Access Provider.
SECTION 10. GENERAL RIGHT-OF-WAY USE AND CONSTRUCTION
10.1 Right to Construct
Subject to Applicable Law, regulations, rules, resolutions and ordinances of the County
and the provisions of this Franchise, Grantee may perform all construction in the Rights-of-Way
for any facility needed for the maintenance or extension of Grantee's Cable System
10.2 Right-of-Way Meetings
Grantee w ill regularly attend and participate in meetings of the County, of which the
Grantee is made aware, regarding Right-of-Way issues that may impact the Cable System
10.3 Joint Trenching/Boring Meetings
Grantee will regularly attend and participate in planning meetings of the County, of
which the Grantee is made aware, to anticipate joint trenching and boring. Whenever it is
possible and reasonably practicable to joint trench or share bores or cuts, Grantee shall work with
other providers, licensees, permittees. and franchisees so as to reduce so far as possible the
number of Right-of-Way cuts within the County.
10.4 General Standard
All work authorized and required hereunder shall be done in a safe, thorough and
workmanlike manner. All installations of equipment shall be permanent in nature, durable and
installed in accordance with good engineering practices.
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10.5 Permits Required for Construction
Prior to doing any work in the Right-of Way or other public property, Grantee shall apply
for, and obtain, appropriate permits from the County. As part of the permitting process, the
County may impose such conditions and regulations as are necessary for the purpose of
protecting any structures in such Rights-of-Way, proper restoration of such Rights-of-Way and
structures, the protection of the public, and the continuity of pedestrian or vehicular traffic. Such
conditions may also include the provision of a construction schedule and maps showing the
location of the facilities to be installed in the Right-of-Way. Grantee shall pay all applicable fees
for the requisite County permits received by Grantee.
10.6 Emergency Permits
In the event that emergency repairs are necessary, Grantee shall immediately notify the
County of the need for such repairs. Grantee may initiate such emergency repairs. and shall
apply for appropriate permits within forty-eight (48) hours after discovery of the emergency.
10.7 Compliance with Applicable Codes
(A) County Construction Codes. Grantee shall comply with all applicable County
construction codes, including, without limitation, the International Building Code and other
building codes, the Uniform Fire Code, the Uniform Mechanical Code, the Electronic Industries
Association Standard for Physical Location and Protection of Below-Ground Fiber Optic Cable
Plant, and zoning codes and regulations.
(B) Tower Specifications. Antenna supporting structures (towers) shall be designed
for the proper loading as specified by the Electronics Industries Association (EIA), as those
specifications may be amended from time to time. Antenna supporting structures (towers) shall
be painted. lighted, erected and maintained in accordance with all applicable rules and
regulations of the Federal Aviation Administration and all other applicable federal. State, and
local codes or regulations.
(C) Safety Codes. Grantee shall comply with all federal, State and County safety
requirements, rules, regulations, laws and practices. and employ all necessary devices as required
by Applicable Law during construction, operation and repair of its Cable System. By way of
illustration and not limitation. Grantee shall comply with the National Electric Code, National
Electrical Safety Code and Occupational Safety and Health Administration (OSHA) Standards.
10.8 GIS Mapping
Grantee shall comply with any generally applicable ordinances, rules and regulations of
the County regarding geographic information mapping systems for users of the Rights-of-Way.
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10.9 Minimal Interference
Work in the Right-of-Way, on other public property, near public property, or on or near
private property shall be done in a manner that causes the least interference with the rights and
reasonable convenience of property owners and residents. Grantee's Cable System shall be
constructed and maintained in such manner as not to interfere with sewers, water pipes, or any
other property of the County, or with any other pipes, wires, conduits, pedestals, structures, or
other facilities that may' have been laid in the Rights-of-Way by, or under, the County's
authority. The Grantee's Cable System shall be located, erected and maintained so as not to
endanger or interfere with the lives of Persons, or to interfere with new improvements the
County may deem proper to make or to unnecessarily hinder or obstruct the free use of the
Rights-of-Way or other public property, and shall not interfere with the travel and use of public
places by the public during the construction, repair, operation or removal thereof, and shall not
obstruct or impede traffic. In the event of such interference, the County may require the removal
or relocation of Grantee's lines, cables, equipment and other appurtenances from the property in
question at Grantee's expense.
10.10 Prevent Injury/Safety
Grantee shall provide and use any equipment and facilities necessary to control and carry
Grantee's signals so as to prevent injury to the County's property or property belonging to any
Person. Grantee, at its own expense. shall repair, renew, change and improve its facilities to
keep them in good repair, and safe and presentable condition. All excavations made by Grantee
in the Rights-of-Way shall be properly safeguarded for the prevention of accidents by the
placement of adequate barriers, fences or boarding, the bounds of which, during periods of dusk
and darkness, shall be clearly designated by warning lights.
10.11 Hazardous Substances
(A) Grantee shall comply with any and all Applicable Laws, statutes, regulations and
orders concerning hazardous substances relating to Grantee's Cable System in the Rights-of-
Way.
(B) Upon reasonable notice to Grantee, the County may inspect Grantee's facilities in
the Rights-of-Way to determine if any release of hazardous substances has occurred, or may
occur, from or related to Grantee's Cable System. In removing or modifying Grantee's facilities
as provided in this franchise, Grantee shall also remove all residue of hazardous substances
related thereto.
(C) Grantee agrees to indemnify the County against any claims, costs, and expenses,
of any kind, whether direct or indirect, incurred by the County arising out of a release of
hazardous substances caused by Grantee's Cable System.
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10.12 Locates
Prior to doing any work in the Right-of-Way. Grantee shall give appropriate notices to
the County and to the notification association established in C.R.S. Section 9-1.5-105. as such
may be amended from time to time.
Within forty-eight(48) hours after any County bureau or franchisee, licensee or permittee
notifies Grantee of a proposed Right-of-Way excavation,Grantee shall, at Grantee's expense:
(A) Mark on the surface all of its located underground facilities within the area of the
proposed excavation;
(B) Notify the excavator of any unlocated underground facilities in the area of the
proposed excavation;or
(C) Notify the excavator that Grantee does not have any underground facilities in the
vicinity of the proposed excavation.
10.13 Notice to Private Property Owners
Grantee shall give notice to private property owners of work on or adjacent to private
property in accordance with the County's Customer Service Standards, as the same may be
amended from time to time by the Commissioners acting by Ordinance or resolution.
10.14 Underground Construction and Use of Poles
(A) When required by general ordinances. resolutions, regulations or rules of the
County or applicable State or federal law, Grantee's Cable System shall be placed underground at
Grantee's expense unless funding is generally available for such relocation to all users of the
Rights-of-Way. Placing facilities underground does not preclude the use of ground-mounted
appurtenances.
(B) Where electric, telephone, and other above-ground utilities are installed
underground at the time of Cable System construction, or when all such wiring is subsequently
placed underground, all Cable System lines shall also be placed underground with other wireline
service at no expense to the County or Subscribers unless funding is generally available for such
relocation to all users of the Rights-of-Way. Related Cable System equipment, such as
pedestals, must be placed in accordance with the County's applicable code requirements and
rules. In areas where either electric or telephone utility wiring is aerial, the Grantee may install
aerial cable, except when a property owner or resident requests underground installation and
agrees to bear the additional cost in excess of aerial installation.
(C) The Grantee shall utilize existing poles and conduit wherever possible.
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(D) In the event Grantee cannot obtain the necessary poles and related facilities
pursuant to a pole attachment agreement, and only in such event, then it shall be lawful for
Grantee to make all needed excavations to the Rights-of-Way for the purpose of placing,
erecting, laying, maintaining, repairing, and removing poles, supports for wires and conductors,
and any other facility needed for the maintenance or extension of Grantee's Cable System. All
poles of Grantee shall be located as designated by the proper County authorities.
(E) This Franchise does not grant. give or convey to the Grantee the right or privilege
to install its facilities in any manner on specific utility poles or equipment of the County or any
other Person. Copies of agreements for the use of poles, conduits or other utility facilities must
be provided upon request by the County.
10.15 Undergrounding of Multiple Dwelling Unit Drops
In cases of single site Multiple Dwelling Units, Grantee shall minimize the number of
individual aerial drop cables by installing multiple drop cables underground between the pole
and Multiple Dwelling Unit where determined to be technologically feasible in agreement with
the owners and/or owner's association of the Multiple Dwelling Units.
10.16 Burial Standards
(A) Depths Unless otherwise required by law, Grantee, and its contractors, shall
comply w ith the following burial depth standards. In no event shall Grantee be required to bury
its cable deeper than electric or gas facilities, or existing telephone facilities in the same portion
of the Right-of-Way, so long as those facilities have been buried in accordance with Applicable
Law:
Underground cable drops from the curb shall be buried at a
minimum depth of twelve (12) inches, unless a sprinkler system or
other construction concerns. preclude it. in which case,
underground cable drops shall be buried at a depth of at least six
(6) inches.
Feeder lines shall be buried at a minimum depth of eighteen (18) inches.
Trunk lines shall be buried at a minimum depth of thirty-six(36) inches.
Fiber Optic cable shall be buried at a minimum depth of thirty-six (36) inches.
In the event of a conflict between this subsection and the provisions of any customer service
standard,this subsection shall control.
(B) Timeliness. Cable drops installed by Grantee to residences shall be buried
according to these standards within one calendar week of initial installation, or at a time
mutually-agreed upon between the Grantee and the Subscriber. When freezing surface
conditions prevent Grantee from achieving such timetable, Grantee shall apprise the Subscriber
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of the circumstances and the revised schedule for burial, and shall provide the Subscriber with
Grantee's telephone number and instructions as to how and when to call Grantee to request burial
of the line if the revised schedule is not met.
10.17 Cable Drop Bonding
Grantee shall ensure that all cable drops are properly bonded at the home, consistent with
applicable code requirements.
10.18 Prewiring
Any ordinance or resolution of the County which requires prewiring of subdivisions or
other developments for electrical and telephone service shall be construed to include wiring for
Cable Systems.
10.19 Repair and Restoration of Property
(A) The Grantee shall protect public and private property from damage. If damage
occurs, the Grantee shall promptly notify the property owner within twenty-four (24) hours in
u riling.
(B) Whenever Grantee disturbs or damages any Right-of-Way, other public property
or any private property, Grantee shall promptly restore the Right-of-Way or property to at least
its prior condition, normal wear and tear excepted,at its own expense.
(C) Rights-of-Way and Other Public Property. Grantee shall warrant any restoration
work performed by or for Grantee in the Right-of-Way or on other public property in accordance
with Applicable Law. If restoration is not satisfactorily performed by the Grantee within a
reasonable time, the County may, after prior notice to the Grantee, or without notice where the
disturbance or damage may create a risk to public health or safety, cause the repairs to be made
and recover the cost of those repairs from the Grantee. Within thirty (30) days of receipt of an
itemized list of those costs, including the costs of labor, materials and equipment, the Grantee
shall pay the County.
(D) Private Property. Upon completion of the work which caused any disturbance or
damage, Grantee shall promptly commence restoration of private property, and will use best
efforts to complete the restoration within seventy-two (72) hours, considering the nature of the
work that must be performed. Grantee shall also perform such restoration in accordance with the
County's Customer Service Standards, as the same may be amended from time to time by the
County Council acting by ordinance or resolution.
10.20 Acquisition of Facilities
Upon Grantee's acquisition of Cable System-related facilities in any County Right-of-
Way, or upon the addition to the County of any area in which Grantee owns or operates any such
facility, Grantee shall, at the County's request, submit to the County a statement describing all
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such facilities involved, whether authorized by franchise, permit, license or other prior right, and
specifying the location of all such facilities to the extent Grantee has possession of such
information. Such Cable System-related facilities shall immediately be subject to the terms of
this Franchise.
10.21 Discontinuing Use/Abandonment of Cable System Facilities
Whenever Grantee intends to discontinue using any facility within the Rights-of-Way,
Grantee shall submit for the County's approval a complete description of the facility and the date
on which Grantee intends to discontinue using the facility. Grantee may remove the facility or
request that the County permit it to remain in place. Notwithstanding Grantee's request that any
such facility remain in place, the County may require Grantee to remove the facility from the
Right-of-Way or modify the facility to protect the public health, welfare, safety. and
convenience, or otherwise serve the public interest. The County may require Grantee to perform
a combination of modification and removal of the facility. Grantee shall complete such removal
or modification in accordance with a schedule set by the County. Until such time as Grantee
removes or modifies the facility as directed by the County, or until the rights to and
responsibility for the facility are accepted by another Person having authority to construct and
maintain such facility, Grantee shall be responsible for all necessary repairs and relocations of
the facility, as well as maintenance of the Right-of-Way. in the same manner and degree as if the
facility were in active use, and Grantee shall retain all liability for such facility. If Grantee
abandons its facilities, the County may choose to use such facilities for any purpose whatsoever
including, but not limited to, Access purposes.
10.22 Movement of Cable System Facilities For County Purposes
The County shall have the right to require Grantee to relocate, remove, replace, modify or
disconnect Grantee's facilities and equipment located in the Rights-of-Way or on any other
property of the County for public purposes, in the event of an emergency, or when the public
health, safety or welfare requires such change (for example, without limitation, by reason of
traffic conditions. public safety, Right-of-Way vacation. Right-of-Way construction, change or
establishment of Right-of-Way grade, installation of sewers, drains, gas or water pipes, or any
other types of structures or improvements by the County for public purposes). Such work shall
be performed at the Grantee's expense. Except during an emergency, the County shall provide
reasonable notice to Grantee, not to be less than thirty (30) business days, and allow Grantee
with the opportunity to perform such action. In the event of any capital improvement project
exceeding $500,000 in expenditures by the County which requires the removal, replacement.
modification or disconnection of Grantee's facilities or equipment, the County shall provide at
least sixty (60) days' written notice to Grantee. Following notice by the County Grantee shall
relocate, remove, replace, modify or disconnect any of its facilities or equipment within any
Right-of-Way. or on any other property of the County. If the County requires Grantee to relocate
its facilities located within the Rights-of-Way, the County shall make a reasonable effort to
provide Grantee with an alternate location within the Rights-of-Way. If funds are generally
made available to users of the Rights-of-Way for such relocation, Grantee shall be entitled to its
pro rata share of such funds.
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If the Grantee fails to complete this work within the time prescribed and to the County's
satisfaction, the County may cause such work to be done and bill the cost of the work to the
Grantee, including all costs and expenses incurred by the County due to Grantee's delay. In such
event, the County shall not be liable for any damage to any portion of Grantee's Cable System.
Within thirty (30) days of receipt of an itemized list of those costs, the Grantee shall pay the
County.
10.23 Reimbursement of Grantee Costs
Grantee specifically reserves any rights it may have under Applicable Law for
reimbursement of costs related to undergrounding or relocation of the Cable System and nothing
herein shall be construed as a waiver of such rights.
10.24 Movement of Cable System Facilities for Other Franchise Holders
if any removal, replacement, modification or disconnection of the Cable System is
required to accommodate the construction, operation or repair of the facilities or equipment of
another County franchise holder, Grantee shall, after at least thin) (30) days' advance written
notice, take action to effect the necessary changes requested by the responsible entity. Grantee
may require that the costs associated with the removal or relocation be paid by the benefited
party.
10.25 Temporary Changes for Other Permittees
At the request of any Person holding a valid permit and upon reasonable advance notice,
Grantee shall temporarily raise, lower or remove its wires as necessary to permit the moving of a
building, vehicle, equipment or other item. The expense of such temporary changes must be paid
by the permit holder, and Grantee may require a reasonable deposit of the estimated payment in
advance.
10.26 Reservation of County Use of Right-of-Way
Nothing in this Franchise shall prevent the County or public utilities owned, maintained
or operated by public entities other than the County from constructing sewers; grading, paving,
repairing or altering any Right-of-Way; laying down, repairing or removing water mains; or
constructing or establishing any other public work or improvement. All such work shall be done.
insofar as practicable, so as not to obstruct, injure or prevent the use and operation of Grantee's
Cable System.
10.27 'free Trimming
Grantee may prune or cause to be pruned, using proper pruning practices, any tree in the
County's Rights-of-Way which interferes with Grantee's Cable System. Grantee shall comply
with any general ordinance or regulations of the County regarding tree trimming. Except in
emergencies,Grantee may not prune trees at a point below thirty (30) feet above sidewalk grade
until one (I) week written notice has been given to the owner or occupant of the premises
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abutting the Right-of-Way in or over which the tree is growing. The owner or occupant of the
abutting premises may prune such tree at his or her own expense during this one(1)week period.
If the owner or occupant tails to do so. Grantee may prune such tree at its own expense. For
purposes of this subsection. emergencies exist when it is necessary to prune to protect the public
or Grantee's facilities from imminent danger only.
10.28 Inspection of Construction and Facilities
1 he County may inspect any of Grantee's facilities, equipment or construction at any time
upon at least twenty-four (24) hours' notice, or, in case of emergency, upon demand without
prior notice. The County shall have the right to charge generally applicable inspection fees
therefore. If an unsafe condition is found to exist. the County. in addition to taking any other
action permitted under Applicable Law, may order Grantee. in writing, to make the necessary
repairs and alterations specified therein forthwith to correct the unsafe condition by a time the
County establishes. 1 he County has the right to cot lett, inspect,administer and repair the unsafe
condition if Grantee fails to do so, and to charge Grantee therefore.
10.29 Stop Work
(A) On notice from the County that any work is being performed contrary to the
provisions of this Franchise, or in an unsafe or dangerous manner as determined by the County,
or in violation of the terms of any applicable permit laws, regulations, ordinances, or standards,
the work may immediately be stopped by the County.
(B) The stop work order shall:
(I) Be in writing;
(2) Be given to the Person doing the work. or posted on the work site;
(3) Be sent to Grantee by overnight delivery at the address given herein;
(4) Indicate the nature of the alleged violation or unsafe condition; and
(5) Establish conditions under which work may be resumed.
10.30 Work of Contractors and Subcontractors
Grantee's contractors and subcontractors shall be licensed and bonded in accordance with
the County's ordinances, regulations and requirements. Work by contractors and subcontractors
is subject to the same restrictions, limitations and conditions as if the work were performed by
Grantee. Grantee shall be responsible for all work performed by its contractors and
subcontractors and others performing work on its behalf as if the work were performed by it, and
shall ensure that all such work is performed in compliance with this Franchise and other
Applicable Law, and shall be jointly and severally liable for all damages and correcting all
damage caused by them. It is Grantee's responsibility to ensure that contractors. subcontractors
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or other Persons performing work on Grantee's behalf are familiar with the requirements of this
Franchise and other Applicable Law governing the work performed by them.
SECTION 11. CABLE SYSTEM,TECHNICAL STANDARDS AND TESTING
11.1 Subscriber Network
(A) Grantee's Cable System shall be equivalent to or exceed technical characteristics
of a traditional HFC 750 MHz Cable System and provide Activated Two-Way capability. The
Cable System shall be capable of supporting video and audio. The Cable System shall deliver no
less than one hundred ten (110) Channels of digital video programming services to Subscribers,
provided that the Grantee reserves the right to use the bandwidth in the future for other uses
based on market factors.
(B) Equipment must be installed so that all closed captioning programming received
by the Cable System shall include the closed caption signal so long as the closed caption signal is
provided consistent with FCC standards. Equipment must be installed so that all local signals
received in stereo or with secondary audio tracks are retransmitted in those same formats.
(C) All construction shall be subject to the County's permitting process.
(D) Grantee and County shall meet, at the County's request, to discuss the progress of
the design plan and construction.
(E) Grantee will take prompt corrective action if it finds that any facilities or
equipment on the Cable System are not operating as expected, or if it finds that facilities and
equipment do not comply with the requirements of this Franchise or Applicable Law.
(F) Grantee's construction decisions shall be based solely upon legitimate engineering
decisions and shall not take into consideration the income level of any particular community
within the Franchise Area.
11.2 Technology Assessment
(A) The County may notify Grantee on or after five(5) years after the Effective Date,
that the County will conduct a technology assessment of Grantee's Cable System. The
technology assessment may include. but is not be limited to, determining whether Grantee's
Cable System technology and performance are consistent with current technical practices and
range and level of services existing in the fifteen (15) largest U.S. cable systems owned and
operated by Grantee's Parent Corporation and/or Affiliates pursuant to franchises that have been
renewed or extended since the Effective Date.
(B) Grantee shall cooperate with the County to provide necessary non-confidential
and proprietary information upon the County's reasonable request as part of the technology
assessment.
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(C) At the discretion of the Count), findings from the technology assessment may be
included in any proceeding commenced for the purpose of identifying future cable-related
community needs and interests undertaken by the County pursuant to 47 U.S.C. §546.
11.3 Standby Power
Grantee's Cable System Headend shall be capable of providing at least twelve (12) hours
of emergency operation. In addition, throughout the term of this Franchise, Grantee shall have a
plan to place, along with all resources necessary for implementing such plan, for dealing with
outages of more than four (4) hours. This outage plan and evidence of requisite implementation
resources shall be presented to the County no later than thirty (30) days following receipt of a
request.
11.4 Emergency Alert Capability
Grantee shall provide an operating Emergency Alert System ("FAS") throughout the
term of this Franchise in compliance with FCC standards. Grantee shall test the EAS as required
by the FCC. Upon request, the County shall be permitted to participate in and/or witness the
EAS testing up to twice a year on a schedule formed in consultation with Grantee. If the test
indicates that the EAS is not performing properly. Grantee shall make any necessary adjustment
to the EAS, and the EAS shall be retested.
11.5 Technical Performance
The technical performance of the Cable System shall meet or exceed all applicable
federal (including, but not limited to, the FCC), and State technical standards, as they may be
amended from time to time, regardless of the transmission technology utilized. The County shall
have the full authority permitted by Applicable Law to enforce compliance with these technical
standards.
11.6 Cable System Performance Testing
(A) Grantee shall, at Grantee's expense, perform the following tests on its Cable
System:
(I) All tests required by the FCC;
(2) All other tests reasonably necessary to determine compliance with
technical standards adopted by the FCC at any time during the term of this Franchise;and
(3) All other tests as otherwise specified in this Franchise.
(B) At a minimum, Grantee's tests shall include:
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(I) Cumulative leakage index testing of any new construction;
(2) Semi-annual compliance and proof of performance tests in conformance
with generally accepted industry guidelines;
(3) Tests in response to Subscriber complaints:
(A) Periodic monitoring tests, at intervals not to exceed six (6) months, of
Subscriber (field) lest points, the Headend, and the condition of standby power supplies;
and
(5) Cumulative leakage index tests, at least annually, designed to ensure that
one hundred percent (100%) of Grantee's Cable System has been ground or air tested for
signal leakage in accordance with FCC standards.
(C) Grantee shall maintain written records of all results of its Cable System tests,
performed by or for Grantee. Copies of such test results will be provided to the County upon
reasonable request.
(D) If the FCC no longer requires proof of performance tests for Grantee's Cable
System during the term of this Franchise, Grantee agrees that it shall continue to conduct proof
of performance tests on the Cable System in accordance with the standards that were in place on
the Effective Date, or any generally applicable standards later adopted, at least once a year, and
provide written results of such tests to the County upon request.
(E) The FCC semi-annual testing is conducted in January/February and July/August
of each year. If the County contacts Grantee prior to the next test period (fe, before December
15 and June 15 respectively of each year). Grantee shall provide County with no less than seven
(7)days prior written notice of the actual dates) for FCC compliance testing. If County notifies
Grantee by the December 15th and June 15th dates that it wishes to have u representative present
during the next test(s), Grantee shall cooperate in scheduling its testing so that the representative
can be present. Notwithstanding the above, all technical performance tests may he witnessed by
representatives of the County.
(F) Grantee shall be required to promptly take such corrective measures as are
necessary to correct any performance deficiencies fully and to prevent their recurrence as far as
possible. Grantee's failure to correct deficiencies identified through this testing process shall be
a material violation of this Franchise. Sites shall be re-tested following correction.
11.7 Additional Tests
Where there exists other evidence which in the judgment of the County casts doubt upon
the reliability or technical quality of Cable Service. the County shall have the right and authority
to require Grantee to test, analytic and report on the performance of the Cable System. Grantee
shall fully cooperate with the County in performing such testing and shall prepare the results and
a report, if requested, within thirty (30) days after testing. Such report shall include the
45
following information:
(A) the nature of the complaint or problem which precipitated the special tests;
(B) the Cable System component tested;
(C) the equipment used and procedures employed in testing;
IDI the method, if any, in which such complaint or problem was resolved; and
(E) any other information pertinent to said tests and analysis which may be required.
SECTION 12. SERVICE AVAILABILITY. INTERCONNECTION AND SERVICE TO
SCHOOLS AND PUBLIC BUILDINGS
12.1 Service Availability
(A) In General. Except as otherwise provided in herein, Grantee shall provide Cable
Service within seven (7) days of a request by any Person within the County. For purposes of this
Section, a request shall be deemed made on the date of signing a service agreement. receipt of
funds by Grantee, receipt of a written request by Grantee or receipt by Grantee of a verified
verbal request. Except as otherwise provided herein. Grantee shall provide such service:
(I) With no line extension charge except as specifically authorized elsewhere
in this Franchise Agreement.
(2) At a non-discriminatory installation charge for a standard installation.
consisting of a 125 foot drop connecting to an inside wall for Residential Subscribers, with
additional charges for non-standard installations computed according to a non-discriminatory
methodology for such installations, adopted by Grantee and provided in writing to the County;
(3) At non-discriminatory, monthly rates for Residential Subscribers.
(B) Service to Multiple Dwelling Units. Consistent with this Section 12.1, the
Grantee shall offer the individual units of a Multiple Dwelling Unit all Cable Services offered to
other Dwelling Units in the County and shall individually wire units upon request of the property
owner or renter who has been given written authorization by the owner; provided. however, that
any such offering is conditioned upon the Grantee having legal access to said unit in the form of
an access and wiring agreement that is mutually satisfactory to the Grantee and the property
owner. The County acknowledges that the Grantee cannot control the dissemination of particular
Cable Services beyond the point of demarcation at a Multiple Dwelling Unit.
(C) Subscriber Charges for Extensions of Service. Grantee agrees to extend its Cable
System to all persons living in areas with a residential density of thirty (30) residences per mile
of Cable System plant and if the area is within 1,320 cable-bearing strand feet of Grantee's
existing distribution plant. If the residential density is less than thirty (30) residences per 5,280
46
cable-bearing strand feet of trunk or distribution cable, service may be made available on the
basis of a capital contribution in aid of construction, including cost of material, labor and
easements. For the purpose of determining the amount of capital contribution in aid of
construction to be borne by the Grantee and Subscribers in the area in which service may be
expanded, the Grantee will contribute an amount equal to the construction and other costs per
mile, multiplied by a fraction whose numerator equals the actual number of residences per 5,280
cable-bearing strand feet of its trunk or distribution cable and whose denominator equals thirty
(30). Subscribers who request service hereunder will bear the remainder of the construction and
other costs on a pro rata basis. The Grantee may require that the payment of the capital
contribution in aid of construction borne by such potential Subscribers be paid in advance.
12.2 Connection of Public Facilities
(A) Grantee shall, at no cost to the County, provide one outlet of Basic Service and
Digital Starter Service to all County owned and occupied buildings, schools and public libraries
located in areas where Grantee provides Cable Service, so long as these facilities are already
served or the interconnection point on these facilities is located within 150 feet from the
distribution point on the Cable System, from which cable service can be provided to these
facilities. For purposes of this subsection, "school" means all State-accredited K-12 public and
private schools. Such obligation to provide free Cable Service shall not extend to areas of County
buildings where the Grantee would normally enter into a commercial contract to provide such
Cable Service (e g., golf courses, airport restaurants and concourses, and recreation center work
out facilities). Outlets of Basic and Digital Starter Service provided in accordance with this
subsection may be used to distribute Cable Services throughout such buildings, provided such
distribution can be accomplished without causing Cable System disruption and general technical
standards are maintained. Such Cable Service shall not be located in public waiting areas or
used to entertain the public nor shall they be used in a way that might violate copyright laws.
The outlets may only be used for lawful purposes. The Cable Service provided shall not be
distributed beyond the originally installed outlets without authorization from Grantee, which
shall not be unreasonably withheld. Grantee is not required to provide free reception equipment
for any complimentary account provided pursuant to this subsection. Grantee does not waive
any rights under applicable law regarding complimentary service. Should Grantee elect to begin
offsetting the value of complimentary service against franchise fees, Grantee shall first provide
County with ninety (90)days prior written notice.
(B) The County acknowledges that the provision of one outlet of Basic Service and
Digital Starter Service to all County owned and occupied buildings that are not schools and
public libraries may be terminated by Grantee if a competitive cable operator with a franchise
granted by the County does not have a comparable franchise obligation. Additionally, Grantee
reserves whatever rights it has under Applicable Law to deduct the value of the complementary
Cable Service it provides to County owned and occupied buildings from its payment of
Franchise Fees. The County likewise reserves all rights it has under Applicable Law to assert the
maximum calculation of Gross Revenues permitted under Section 1.29 of this Franchise
consistent with Section 1.29(A), but without regard to any further limitations set forth in Section
I 29(B), and the manner in which the value of the complimentary Cable Services is calculated.
Subject to Applicable Law, should Grantee elect to offset complimentary Cable Services
47
provided to County owned and occupied buildings against Franchise Fees, Grantee shall first
provide the County with ninety (90) days' prior written notice. To the extent that the parties are
engaged in good faith negotiations to determine the amount of an offset, if any, and such
negotiations extend past ninety (90) days, no such offset shall be taken until the parties reach
agreement or alternatively, until the matter is resolved through other legal means.
SECTION 13. FRANCHISE VIOLATIONS
13.1 Procedure for Remedying Franchise Violations
(A) If the County reasonably believes that Grantee has failed to perform any
obligation under this Franchise or has failed to perform in a timely manner, the County shall
notify Grantee in writing, stating with reasonable specificity the nature of the alleged default.
Grantee shall have thirty (30)days from the receipt of such notice to.
(I) respond to the County. contesting the County's assertion that a default has
occurred,and requesting a meeting in accordance with subsection(B), below;
(2) cure the default; or.
(3) notify the County that Grantee cannot cure the default within the thirty
(30) days. because of the nature of the default. In the event the default cannot be cured
within thirty (30) days, Grantee shall promptly take all reasonable steps to cure the
default and notify the County in writing and in detail as to the exact steps that will be
taken and the projected completion date. In such case, the County may set a meeting in
accordance with subsection (B) below to determine whether additional time beyond the
thirty (30) days specified above is indeed needed, and whether Grantee's proposed
completion schedule and steps are reasonable.
(B) If Grantee does not cure the alleged default within the cure period stated above, or
by the projected completion date under subsection (A)(3), or denies the default and requests a
meeting to accordance with (A)(1). or the County orders a meeting in accordance with
subsection (A)(3), the County shall set a meeting to investigate said issues or the existence of the
alleged default. The County shall notify Grantee of the meeting in writing and such meeting
shall take place no less than thirty (30) days after Grantee's receipt of notice of the meeting. At
the meeting, Grantee shall be provided an opportunity to be heard and to present evidence to its
defense.
(C) If, after the meeting, the County determines that a default exists, the County shall
order Grantee to correct or remedy' the default or breach within fifteen (15) days or within such
other reasonable time frame as the County shall determine. In the event Grantee does not cure
within such time to the County's reasonable satisfaction,the County may:
(1) Withdraw an amount from the letter of credit as monetary damages:
48
(2) Recommend the revocation of this Franchise pursuant to the procedures in
subsection 13.2;or,
(3) Recommend any other legal or equitable remedy available under this
Franchise or any Applicable Law.
(D) The determination as to whether a violation of this Franchise has occurred shall
be within the discretion of the County, provided that any such final determination may be subject
to appeal to a court of competent jurisdiction under Applicable Law.
13.2 Revocation
(A) In addition to revocation in accordance with other provisions of this Franchise.
the County may revoke this Franchise and rescind all rights and privileges associated with this
Franchise in the following circumstances, each of which represents a material breach of this
Franchise:
(I) If Grantee fails to perform any material obligation under this Franchise or
under any other agreement. ordinance or document regarding the County and Grantee;
(2) If Grantee willfully fails for more than forty-eight (48) hours to provide
continuous and uninterrupted Cable Service,
(3) If Grantee attempts to evade any material provision of this Franchise or to
practice any fraud or deceit upon the County or Subscribers; or
(4) If Grantee becomes insolvent, or if there is an assignment for the benefit
of Grantee's creditors;
(5) If Grantee makes a material misrepresentation of fact in the application for
or negotiation of this Franchise.
(B) Following the procedures set forth in subsection 13.1 and prior to forfeiture or
termination of the Franchise, the County shall give written notice to the Grantee of its intent to
revoke the Franchise and set a date for a revocation proceeding. The notice shall set forth the
exact nature of the noncompliance.
(C) Any proceeding under the paragraph above shall be conducted by the County
Council and open to the public. Grantee shall be afforded at least forty-five (45) days prior
written notice of such proceeding.
(1) At such proceeding, Grantee shall be provided a fair opportunity for full
participation, including the right to be represented by legal counsel, to introduce
evidence, and to question witnesses. A complete verbatim record and transcript shall be
made of such proceeding and the cost shall be shared equally between the parties The
County Council shall hear any Persons interested in the revocation. and shall allow
49
Grantee, in particular, an opportunity to state its position on the matter.
(2) Within ninety (90) days after the hearing, the Council shall determine
whether to revoke the Franchise and declare that the Franchise is revoked: or if the
breach at issue is capable of being cured by Grantee, direct Grantee to take appropriate
remedial action within the time and in the manner and on the terms and conditions that
the Council determines are reasonable under the circumstances. If the County determines
that the Franchise is to he revoked, the County shall set forth the reasons Mr such a
decision and shall transmit a copy of the decision to the Grantee. Grantee shall he bound
by the County's decision to revoke the Franchise unless it appeals the decision to a court
of competent jurisdiction within fifteen (15)days of the date of the decision.
(3) Grantee shall be entitled to such relief as the Court may deem appropriate.
(4) The Board may at its sole discretion take any lawful action w bleb it deems
appropriate to enforce the County's rights under the Franchise in lieu of revocation of the
Franchise.
13,3 Procedures in the Event of Termination or Revocation
(A) If this Franchise expires without renewal after completion of all processes
available under this Franchise and federal law or is otherwise lawfully terminated or revoked,the
County may. subject to Applicable Law:
(1) Allow Grantee to maintain and operate its Cable System on a month-to-
month basis or short-term extension of this Franchise for not less than six (6) months,
unless a sale of the Cable System can be closed sooner or Grantee demonstrates to the
County's satisfaction that it needs additional time to complete the sale: or
(2) Purchase Grantee's Cable System in accordance with the procedures set
forth in subsection 13.4, below.
(11) In the event that a sale has not been completed in accordance with subsections
(A)(I) and,or (A)(2) above, the County may order the removal of the above-ground Cable
System facilities and such underground facilities from the County at Grantees sole expense
within a reasonable period of time as determined by the County. In removing its plant.structures
and equipment, Grantee shall refill, at is own expense, any excavation that is made by it and shall
lease all Right-of-Way. public places and private property in as good condition as that prevailing
prior to Grantee's removal of its equipment without affecting the electrical or telephone cable
wires or attachments. The indemnification and insurance provisions shall remain in full force
and effect during the period of removal, and Grantee shall not be entitled to, and agrees nut to
request,compensation of any sort therefore.
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(C) If Grantee fails to complete any removal required by subsection 13.3 (B) to the
County's satisfaction, after written notice to Grantee, the County may cause the work to be done
and Grantee shall reimburse the County for the costs incurred within thirty(30)days after receipt
of an itemized list of the costs.
(D) The County may seek legal and equitable relief to enforce the provisions of this
Franchise.
13.4 Purchase of Cable System
(A) If at any time this Franchise is revoked, terminated, or not renewed upon
expiration in accordance with the provisions of federal law, the County shall have the option to
purchase the Cable System.
(B) The County may, at any time thereafter, offer to writing to purchase Grantee's
Cable System. Grantee shall have thirty (30) days from receipt of a written offer from the
County within which to accept or reject the offer.
(C) In any case where the County elects to purchase the Cable System, the purchase
shall be closed within one hundred twenty (120) days of the date of the County's audit of a
current profit and loss statement of Grantee. The County shall pay for the Cable System in cash
or certified funds, and Grantee shall deliver appropriate bills of sale and other instruments of
conveyance.
(D) For the purposes of this subsection, the price for the Cable System shall be
determined as follows:
(I) In the case of the expiration of the Franchise without renewal, at fair
market value determined on the basis of Grantee's Cable System valued as a going
concern. but with no value allocated to the Franchise itself. In order to obtain the fair
market value, this valuation shall be reduced by the amount of any lien, encumbrance, or
other obligation of Grantee which the County would assume.
(2) In the case of revocation for cause, the equitable price of Grantee's Cable
System.
13.5 Receivership and Foreclosure
(A) At the option of the County, subject to Applicable Law, this Franchise ma} be
revoked one hundred twenty (120)day s after the appointment of a receiver or trustee to take over
and conduct the business of Grantee whether in a receivership, reorganization, bankruptcy or
other action or proceeding, unless:
(1) The receivership or trusteeship is vacated within one hundred twenty (120)
days of appointment; or
51
(2) The receivers or trustees have. within one hundred twenty (120) days after
their election or appointment, fully complied with all the terms and provisions of this
Franchise. and have remedied all defaults under the Franchise. Additionally, the
receivers or trustees shall have executed an agreement duly approved by the court having
jurisdiction. by which the receivers or trustees assume and agree to be bound by each and
every term, provision and limitation of this Franchise.
(B) If there is a foreclosure or other involuntary sale of the whole or any part of the
plant, property and equipment of Grantee, the County may serve notice of revocation on Grantee
and to the purchaser at the sale. and the rights and privileges of Grantee under this Franchise
shall be revoked thirty (30)days after service of such notice, unless:
(I) The County has approved the transfer of the Franchise, in accordance with
the procedures set forth in this Franchise and as provided by law: and
(2) The purchaser has covenanted and agreed with the County to assume and
be bound by all of the terms and conditions of this Franchise.
13.6 No Monetary Recourse Against the County
Grantee shall not have any monetary recourse against the County or its officers, officials,
boards, commissions, agents or employees for any loss, costs, expenses or damages arising out of
any provision or requirement of this Franchise or the enforcement thereof, in accordance with the
provisions of applicable federal, State and local law. The rights of the County under this
Franchise are in addition to, and shall not be read to limit, any immunities the County may enjoy
under federal. State or local law.
13.7 Alternative Remedies
No provision of this Franchise shall be deemed to bar the right of the County to seek or
obtain judicial relief from a violation of any provision of the Franchise or any rule, regulation,
requirement or directive promulgated thereunder. Neither the existence of other remedies
identified in this Franchise nor the exercise thereof shall be deemed to bar or otherwise limit the
right of the County to recover monetary damages for such violations by Grantee, or to seek and
obtain judicial enforcement of Grantee's obligations by means of specific performance.
injunctive relief or mandate, or any other remedy at law or in equity.
13.8 Assessment of Monetary Damages
(A) The County may assess against Grantee monetary damages (i) up to five hundred
dollars ($500.00) per day for general construction delays, violations of PEG obligations or
payment obligations, (ii) up to two hundred fifty dollars ($250.00) per day for any other material
breaches, or (iii) up to one hundred dollars ($100.00) per day for defaults, and withdraw the
assessment from the letter of credit or collect the assessment as specified in this Franchise.
Damages pursuant to this Section shall accrue for a period not to exceed one hundred twenty
(120) days per violation proceeding. To assess any amount from the letter of credit, the County
52
shall follow the procedures for withdrawals from the letter of credit set forth in the letter of credit
and-in this Franchise. Such damages shall accrue beginning thirty (30) days following Grantee's
receipt of the notice required by subsection 13.1(A). or such later date if approved by the County
in its sole discretion, but may not be assessed until atter the procedures in subsection 13.1 have
been completed.
(B) The assessment does not constitute a waiver by the County of any other right or
remedy it may have under the Franchise or Applicable Law, including its right to recover from
Grantee any additional damages, losses, costs and expenses that are incurred by the County by
reason of the breach of this Franchise.
13.9 Effect of Abandonment
If the Grantee abandons its Cable System during the Franchise term, or fails to operate its
Cable System in accordance with its duty to provide continuous service, the County, at its option,
may operate the Cable System; designate another entity to operate the Cable System temporarily
until the Grantee restores service under conditions acceptable to the County, or until the
Franchise is revoked and a new franchisee is selected by the County; or obtain an injunction
requiring the Grantee to continue operations. If the County is required to operate or designate
another entity to operate the Cable System, the Grantee shall reimburse the County or its
designee for all reasonable costs,expenses and damages incurred.
13.10 What Constitutes Abandonment
The County shall be entitled to exercise its options in subsection 13.9 if:
(A) The Grantee fails to provide Cable Service in accordance with this Franchise over
a substantial portion of the Franchise Area for four (4) consecutive days, unless the County
authorizes a longer interruption of service;or
(B) The Grantee, for any period, willfully and without cause refuses to provide Cable
Service in accordance with this Franchise.
SECTION 14. FRANCHISE RENEWAL AND TRANSFER
14.1 Renewal
(A) The County and Grantee agree that any proceedings undertaken by the County
that relate to the renewal of the Franchise shall be governed by and comply with the provisions
of Section 626 of the Cable Act, unless the procedures and substantive protections set forth
therein shall be deemed to be preempted and superseded by the provisions of any subsequent
provision of federal or State law.
(B) In addition to the procedures set forth in said Section 626(a), the County agrees to
notify Grantee of the completion of its assessments regarding the identification of future cable-
related community needs and interests, as well as the past performance of Grantee under the then
53
current Franchise term. Notwithstanding anything to the contrary set forth herein, Grantee and
the County agree that at any time during the term of the then current Franchise, while affording
the public adequate notice and opportunity for comment, the County and Grantee may agree to
undertake and finalize negotiations regarding renewal of the then current Franchise and the
County may grant a renewal thereof. Grantee and the County consider the terms set forth in this
subsection to be consistent with the express provisions of Section 626 of the Cable Act.
(C) Should the Franchise expire without a mutually agreed upon renewed Franchise
Agreement and Grantee and the County are engaged in an informal or formal renewal process.
the Franchise shall continue on a month-to-month basis. with the same terms and conditions as
provided in the Franchise, and the Grantee and the County shall continue to comply with all
obligations and duties under the Franchise until final County action is taken to renew or
terminate the Franchise pursuant to this Franchise and Applicable Law.
14.2 Transfer of Ownership or Control
(A) The Cable System and this Franchise shall not be sold, assigned, transferred,
leased or disposed of, either in whole or in part, either by involuntary sale or by' voluntary sale,
merger or consolidation; nor shall title thereto, either legal or equitable, or any right, interest or
property therein pass to or vest in any Person or entity without the prior written consent of the
County, which consent shall be by the County Council,acting by ordinance or resolution.
(B) The Grantee shall promptly notify the County of any actual or proposed change
in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control"
as used herein is not limited to majority stockholders but includes actual working control in
whatever manner exercised. Every change, transfer or acquisition of control of the Grantee shall
make this Franchise subject to cancellation unless and until the County shall have consented in
writing thereto.
(C) The parties to the sale or transfer shall make a written request to the County' for its
approval of a sale or transfer and furnish all information required by law and the County
(D) In seeking the County's consent to any change in ownership or control, the
proposed transferee shall indicate whether it:
(I) Has ever been convicted or held liable for acts involving deceit including
any' violation of federal, State or local law or regulations. or is currently under an
indictment, investigation or complaint charging such acts;
(2) Has ever had a judgment in an action for fraud, deceit, or
misrepresentation entered against the proposed transferee by any court of competent
jurisdiction:
(3) Has pending any material legal claim, lawsuit, or administrative
proceeding arising out of or involving a cable system or a broadband system;
5d
(d) Is financially solvent, by submitting financial data including financial
statements that are audited by a certified public accountant who may also be an officer of
the transferee,along with any other data that the County may reasonably require:and
(5) Has the financial, legal and technical capability to enable it to maintain
and operate the Cable System for the remaining term of the Franchise.
(E) The County shall act by ordinance on the request within one hundred twenty
(120) days of the request. provided it has received all information required by this Franchise
and/or by Applicable Law. The County and the Grantee may by mutual agreement,at any time,
extend the 120 day period. Subject to the foregoing, if the County fails to render a final decision
on the request within one hundred twenty (120) days. such request shall be deemed granted
unless the requesting party and the County agree to an extension of time.
(F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by
the County. Grantee shall file with the County a copy of the deed, agreement, lease or other
written instrument evidencing such sale or transfer of ownership or control, certified and sworn
to as correct by Grantee and the transferee, and the transferee shall file its written acceptance
agreeing to be bound by all of the provisions of this Franchise, subject to Applicable Law. In the
event of a change in control, in which the Grantee is not replaced by another entity. the Grantee
will continue to be bound by all of the provisions of the Franchise. subject to Applicable Law,
and will not be required to file an additional written acceptance.
(0) In reviewing a request for sale or transfer, the County may inquire into the legal.
technical and financial qualifications of the prospective controlling party or transferee, and
Grantee shall assist the County in so inquiring. The County may condition said sale or transfer
upon such terms and conditions as it deems reasonably appropriate, in accordance with
Applicable Law.
(II) Notwithstanding anything to the contrary in this subsection, the prior approval of
the County shall not be required for any sale. assignment or transfer of the Franchise or Cable
System to an entity controlling, controlled by or under the same common control as Grantee,
provided that the proposed assignee or transferee must show financial responsibility as may be
determined necessary by the County and must agree in writing to comply with all of the
pros isions of the Franchise. Further, Grantee may pledge the assets of the Cable System for the
purpose of financing without the consent of the County: provided that such pledge of assets shall
not impair or mitigate Grantee's responsibilities and capabilities to meet all of its obligations
under the provisions of this Franchise.
SECTION 15. SEVERABILITY
If any Section, subsection, paragraph, term or provision of this Franchise is determined to
be illegal, invalid or unconstitutional by any court or agency of competent jurisdiction, such
determination shall have no effect on the validity of any other Section. subsection, paragraph,
term or provision of this Franchise, all of which will remain in full force and effect for the term
of the Franchise.
55
SECTION 16. MISCELLANEOUS PROVISIONS
16.1 Preferential or Discriminatory Practices Prohibited
NO DISCRIMINATION IN EMPLOYMENT. In connection with the performance of
work under this Franchise, the Grantee agrees not to refuse to hire, discharge. promote or
demote, or discriminate in matters of compensation against any Person otherwise qualified,
solely because of race, color. religion, national origin, gender. age, military status, sexual
orientation, marital status, or physical or mental disability; and the Grantee further agrees to
insert the foregoing provision in all subcontracts hereunder. Throughout the term of this
Franchise, Grantee shall fully comply with all equal employment or non-discrimination
provisions and requirements of federal, State and local laws, and in particular, FCC rules and
regulations relating thereto.
16.2 Reservation of Rights
Notwithstanding any other provision of this Franchise. Grantee reserves the right to
challenge provisions of any ordinance, rule, regulation, or other enactment of the County that
conflicts with its contractual rights under this Franchise,either now or in the future.
16.3 Notices
Throughout the term of the Franchise, each party shall maintain and file w ith the other a
local address for the service of notices by mail. All notices shall be sent overnight delivery
postage prepaid to such respective address and such notices shall be effective upon the date of
mailing. These addresses may be changed by the County or the Grantee by written notice at any
timc. At the Effective Date of this Franchise:
Grantee's address shall be:
Comcast of Colorado/Florida/Michigan/New Mexico/Pennsylvania/Washington. LLC
8000 F. !tiff Ave.
Denver, CO 80231
Attn: Government Affairs Dept.
l he County's address shall be:
Pitkin Counts
530 East Main Street
Aspen,CO 81611
Attn: County Manager
16.4 Descriptive Headings
The headings and titles of the Sections and subsections of this Franchise are for reference
purposes only.and shall not affect the meaning or interpretation of the text herein.
56
16.5 Publication Costs to be Borne by Grantee
Grantee shall reimburse the County for all costs incurred in publishing this Franchise, if
such publication is required.
16.6 Binding Effect ,
This Franchise shall be binding upon the parties hereto, their permitted successors and
assigns.
16.7 No Joint Venture
Nothing herein shall be deemed to create a joint venture or principal-agent relationship
between the parties, and neither party is authorized to, nor shall either party act toward third
Persons or the public in any manner which would indicate any such relationship with the other
16.8 Waiver
The failure of the County at any time to require performance by the Grantee of any
provision hereof shall in no way affect the right of the County hereafter to enforce the same. Nor
shall the waiver by the County of any breach of any provision hereof be taken or held to he a
waiver of any succeeding breach of such provision, or as a waiver of the provision itself or any
other provision.
16.9 Reasonableness of Consent or Approval
Whenever under this Franchise"reasonableness" is the standard for the granting or denial
of the consent or approval of either party hereto, such party shall be entitled to consider public
and governmental policy, moral and ethical standards as well as business and economic
considerations.
16.10 Entire Agreement
This Franchise and all Exhibits represent the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and supersede all prior oral
negotiations between the parties.
IN WITNESS WEREOF, this Franchise is signed in the name of Pitkin County,
Colorado this 7""day of ?rr it 2018.
ATF ST. 111 PITKN COUNTY.COLORADO:
Co ty Clerk
f Chair, Board of County Commissioners
t 57
APPROVED AS TO FORM: RECOMMENDED AND APPROVED:
Kenneth S. Oman, Special Counsel
o7
Attomcy Coon 'Manager
/{,twit ad
Accepted and approved this i day of ` `a _, 2018.
litut
COMCAST OF COLORADO / FLORIDA / MICHIGAN / NEW MEXICO /
PENNSYLVANIA/ WASHINGTON, LLC
By: — �� („Le.... — —
'S4(4.h 6,A show s ✓P Ri ilq,K4 n
58
EXHIBIT B
Report Form
Cornetist
Quarterly Executne Summary - Escalated Complaints
Section 7.61 B)of nur F runchise Agreement
Qearer Ending_ .Year
PITKIN COI IN I Ni
Type of Complaint _ I LNumber of Calls
Accessibility _ I0
1 Billing, Credit and Refunds I 0 _ __
Courtesy 0 ___
Drop Bury- — _ ___ 0 _—,,.
Installation 0I _
Notices/Easement Issues(Non-Rebuild) 0
Pedestal 0
i
Problem Resolution _ 0
Pr ramming 0
Property Damage(Non-Rebuild) H _-
Rates 0
r
Rebuild/Upgrade Damage I 0 _.
Rebuild/Upgrade Notices/Easement IssuesI.
0
Reception/Signal Quality 0 _
Safetyj 0 —
Service and Install Appointments ! 0 __
Service Interruptions
IL-10_
Serviceabdrty ^ 0
TOTAL I0
Compliments ] - __
THE PITKIN COUNTY, COLORADO
CUSTOMER SERVICE STANDARDS
I. POLICY
The Cable Operator should resolve citizen complaints without delay and interference from the Franchising
Authority
Where a given complaint is not addressed by the Cable Operator to the citizen's satisfaction, the Franchising
Authonty should intervene. In addition, where a pattern of unremedied complaints or noncompliance with the
Standards is identified, the Franchising Authonty should prescribe a cure and establish a reasonable deadline for
implementation of the cure. If the noncompliance is not cured within established deadlines, monetary sanctions
should he imposed to encourage compliance and deter future non-compliance
These Standards are intended to be of general application, and are expected to be met under normal operating
conditions; however, the Cable Operator shall be relieved of any obligations hereunder if it is unable to perform
due to a region-wide natural emergency or in the event of force majeure affecting a significant portion of the
franchise area The Cable Operator is free to exceed these Standards to the benefit of its Customers and such shall
be considered performance for the purposes of these Standards.
These Standards supercede any contradictory or inconsistent provision in federal, state or local law (Source: 47
U.S.C. § 552(a)(1)and(d)), provided, however,that any provision in federal, state or local law, or in any original
franchise agreement or renewal agreement, that imposes a higher obligation or requirement than is imposed by
these Standards, shall not be considered contradictory or inconsistent with these Standards. In the event of a
conflict between these Standards and a Franchise Agreement, the Franchise Agreement shall control
These Standards apply to the provision of any Cable Service,provided by a Cable Operator over a Cable System,
within the unincorporated areas of Pitkin County,Colorado.
H.DEFINITIONS
When used in these Customer Service Standards (the "Standards"), the following words, phrases, and terms shall
have the meanings given below.
"Adoption" shall mean the process necessary to formally enact the Standards within the Franchising Authority's
jurisdiction under applicable ordinances and laws
"Affiliate" shall mean any person or entity that is owned or controlled by, or under common ownership or control
with, a Cable Operator,and provides any Cable Sen-ice or Other Service.
"Applicable Law" means, with respect to these standards and any Cable Operator's privacy policies, any statute,
ordinance,judicial decision, executive order or regulation having the force and effect of law, that determines the
legal standing of a case or issue.
"Cable Operator" shall mean any person or group of persons(A) who provides Cable Service over a Cable System
and directly or through one or more affiliates owns a significant interest in such cable system, or (B) who
otherwise controls or is responsible for, through any arrangement, the management and operation of such a Cable
System. Source: 47 U.S.C. § 522(5).
"Cable Service" shall mean (A) the one-way transmission to subscribers of(i) video programming, or (u) other
programming service, and (B) subscnber interaction, if any, which is required for the selection or use of such
video programming or other programming sen-ice Source' 47 U S.C. § 522(6). For purposes of this definition,
"video programming" is programming provided by, or generally considered comparable to programming provided
by a television broadcast station. Source. 47 U.S.C. § 522(20) "Other programming service" is information that a
Cable Operator makes available to all subsenbers generally. Source' 47 U.S C. § 522(14)
"Cable System- shall mean a facility, consisting of a set of closed transmission paths and associated signal
generation, reception, and control equipment that is designed to provide Cable Service which includes video
programming and which is provided to multiple subscribers within a community, but such term does not include
(A) a facility that serves only to retransmit the televisions signals of one or more television broadcast stations, or
(B)a facility that serves subscribers without using any public nght of way. Source: 47 U.S C. § 522(7)
`Contractor" shall mean a person or entity that agrees by contract to furnish materials or perform services for
another at a specified consideration.
"County"shall mean Pitkin County, Colorado.
"Customer" shall mean any person who receives any Cable Service from a Cable Operator.
"Customer Service Representative" (or "CSR") shall mean any person employed with or under contract or
subcontract to a Cable Operator to assist, or provide service to, customers, whether by telephone, writing service
or installation orders, answering customers' questions in person, receiving and processing payments, or
performing any other customer service-related tasks
"Escalated complaint"shall mean a complaint that is referred to a Cable Operator by the Franchising Authority.
"Franchising Authority" shall mean the County
"Necessary" shall mean required or indispensable
"Non-cable-related purpose" shall mean any purpose that is not necessary to render or conduct a legitimate
business activity related to a Cable Service or Other Service provided by a Cable Operator to a Customer. Market
research, telemarketing, and other marketing of services or products that are not related to a Cable Service or
Other Service provided by a Cable Operator to a Customer shall be considered Non-cable-related purposes.
"Nomral business hours" shall mean those hours during which most similar businesses in the community are open
to serve customers. In all cases, "normal business hours' must include at least some evening hours one night per
week, and include some weekend hours. Source. 47 C.F.R. § 76 309.
"Normal operating conditions" shall mean those service conditions which are within the control of a Cable
Operator. Conditions which are not within the control of a Cable Operator include, but are not necessanly limited
to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather
conditions. Conditions which are ordinarily within the control of a Cable Operator include, but are not
necessarily limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand
periods and maintenance or upgrade to the Cable System.
"Other Service(s)" shall mean any wire or radio communications service provided using any of the facilities of a
Cable Operator that are used in the provision of Cable Service.
"Personally Identifiable Information" shall mean specific information about an identified Customer, including, but
not be limited to, a Customer's (a) login information for the use of Cable Service and management of a
Customer's Cable Sen ice account, (b) extent of viewing of video programming or Other Senices, (c) shopping
choices, (d) interests and opinions, (e) energy uses, (t) medical information, (g) banking data or information, or
(h) any other personal or private information. "Personally Identifiable Information" shall not mean any aggregate
information about Customers which does not identify particular persons, or information gathered by a Cable
Operator necessary to install,repair or service equipment or Cable System facilities at a Customer's premises.
"Service interruption" or "interruption" shall mean (i) the loss or substantial impairment of picture and(or sound
on one or more cable television channels.
"Service outage-or"outage"shall mean a loss or substantial impairment in reception on all channels
'Subcontractor' shall mean a person or entity that enters into a contract to perform part or all of the obligations of
another's contract.
"Wnting"or"written'as the term applies to notification shall include electronic communications.
Any terms not specifically defined in these Standards shall be given their ordinary meaning, or where otherwise
defined in applicable federal law, such terms shall be interpreted consistent with those definitions.
III.CUSTOMER SERVICE
A. Courtesy
Cable Operator employees, contractors and subcontractors shall be courteous, knowledgeable and helpful and
shall provide effective and satisfactory service in all contacts with customers.
B. Accessibility
1. A Cable Operator shall provide customer service centers/business offices ("Service Centers") which are
conveniently located, and which are open during Normal Business Hours. Service Centers shall be fully staffed
with Customer Service Representatives offering the following services to Customers who come to the Service
Center: bill payment, equipment exchange, processing of change of service requests, and response to Customer
inquiries and request.
Unless otherwise requested by the County, a Cable Operator shall post a sign at each Service Center, visible from
the outside of the Service Center, advising Customers of its hours of operation and of the telephone number at
which to contact the Cable Operator if the Service Center is not open at the times posted
The Cable Operator shall use commercially reasonable efforts to implement and promote "self-help" tools and
technology, in order to respond to the growing demand of Customers who wish to interact with the Cable
Operator on the Customer's own terms and timeline and at their own convenience, without having to travel to a
Service Center. Without limitation, examples of self-help tools or technology may include self-installation kits to
Customers upon request; pre-paid mailers for the return of equipment upon Customer request: an automated
phone option for Customer bill payments; and equipment exchanges at a Customer's residence in the event of
damaged equipment. A Cable Operator shall provide free exchanges of faulty equipment at the customer's
address if the equipment has not been damaged in any manner due to the fault or negligence of the customer.
2. A Cable Operator shall maintain local telephone access lines that shall be available twenty-four (24) hours a
day, seven(7) days a week for service/repair requests and billingiservice inquiries.
3. A Cable Operator shall have dispatchers and technicians on call twenty-four (24) hours a day, seven (7) days a
week, including legal holidays.
4 If a customer service telephone call is answered with a recorded message providing the customer with various
menu options to address the customer's concern, the recorded message must provide the customer the option to
connect to and speak with a CSR within sixty (60) seconds of the commencement of the recording. Dunng
3
Normal Business Hours, a Cable Operator shall retain sufficient customer service representatives and telephone
line capacity to ensure that telephone calls to technical sen'ice/repair and billingiservice inquiry lines are
answered by a customer service representative within thirty(30) seconds or less from the time a customer chooses
a menu option to speak directly with a CSR or chooses a menu option that pursuant to the automated voice
message, leads to a direct connection with a CSR. Under normal operating conditions, this thirty (30) second
telephone answer time requirement standard shall be met no less than ninety (90) percent of the time measured
quarterly
5 Under normal operating conditions, a customer shall not receive a busy signal more than three percent (3%)of
the time. This standard shall be met ninety 190)percent or more of the time, measured quarterly
C. Responsiveness
I Guaranteed Seven-Day Residential Installation
a. A Cable Operator shall complete all standard residential installations or modifications to service
requested by customers within seven (7) business days after the order is placed, unless a later date for installation
is requested. "Standard" residential installations are those located up to one hundred twenty-five (125) feet from
the existing distribution system. If the customer requests a nonstandard residential installation, or the Cable
Operator determines that a nonstandard residential installation is required, the Cable Operator shall provide the
customer in advance with a total installation cost estimate and an estimated date of completion.
b. All underground cable drops to the home shall be buried at a depth of no less than twelve inches (12"),
or such other depth as may be required by the Franchise Agreement or local code provisions, or if there are no
applicable Franchise or code requirements, at such other depths as may be agreed to by the parties if other
construction concerns preclude the twelve inch requirement , and within no more than one calendar week from the
initial installation, or at a time mutually agreed upon between the Cable Operator and the customer
2. Residential Installation and Service Appointments
a. The"appointment window' alternatives for specific installations, service calls, and/or other installation
activities will be either a specific time, or at a maximum, a four (4) hour time block between the hours of 8:00
a.m and 6:00 p.m., six (6) days per week. A Cable Operator may schedule service calls and other installation
activities outside of the above days and hours for the express convenience of customers. For purposes of this
subsection "appointment window" means the penod of time in which the representatae of the Cable Operator
must amve at the customer's location.
b. A Cable Operator may not cancel an appointment with a customer after the close of business on the
business day prior to the scheduled appointment, unless the customer's issue has otherwise been resolved.
c If a Cable Operator is running late for an appointment with a customer and will not be able to keep the
appointment as scheduled, the Cable Operator shall take reasonable efforts to contact the customer promptly, but
in no event later than the end of the appointment window. The appointment will be rescheduled, as necessary at a
time that is convenient to the customer, within Normal Business Flours or as may be otherwise agreed to between
the customer and Cable Operator.
d. A Cable Operator shall he deemed to have responded to a request for service under the provisions of
this section when a technician arrives within the agreed upon time, and, if the customer is absent when the
technician arrives, the technician leaves written notification of arrival and return time, and a copy of that
notification is kept by the Cable Operator. In such circumstances, the Cable Operator shall contact the customer
within forty-eight(48) hours.
4
3 Residential Service Interruptions
a In the event of system outages resulting from Cable Operator equipment failure, the Cable Operator
shall correct such failure within 2 hours after the 3rd customer call is received.
b. All other service interruptions resulting from Cable Operator equipment failure shall be corrected by
the Cable Operator by the end of the next calendar day.
c. Records of Complaints.
A Cable Operator shall keep an accurate and comprehensive file of any complaints
regarding the cable system or its operation of the cable system, In a manner consistent with the privacy
rights of customers, and the Cable Operator's actions in response to those complaints. These files shall
remain available for viewing by the Franchising Authonty during normal business hours at the Cable
Operator's business office, and shall be retained by the Cable Operator for a period of at least three (3)
years.
u Upon written request a Cable Operator shall provide the Franchising Authority an
executive summary quarterly, which shall include information concerning customer complaints referred
by the Franchising Authority to the Grantee and any other requirements of a Franchise Agreement but no
personally identifiable information. These summaries shall be provided within fifteen (15) days after the
end of each quarter Once a request is made, it need not be repeated and quarterly executive summaries
shall be provided by the Cable Operator until notified In writing by the Franchising Authority that such
summaries are no longer required.
in. Upon written request a summary of service requests, identifying the number and nature of
the requests and their disposition, shall also be completed by the Cable Operator for each quarter and
submitted to the Franchising Authority by the fifteenth (15th) day of the month after each calendar
quarter. Once a request is made, it need not be repeated and quarterly summary of service requests shall
be provided by the Cable Operator until notified in wnting by the Franchising Authority that such
summaries are no longer required. Complaints shall be broken out by the nature of the complaint and the
type of Cable service subject to the complaint
d. Records of Service Interruptions and Outages A Cable Operator shall maintain records of all outages
and reported service interruptions. Such records shall indicate the type of cable service interrupted, including the
reasons for the interruptions A log of all service interruptions shall be maintained and provided to the
Franchising Authority quarterly, upon written request, within fifteen(15) days after the end of each quarter Such
records shall be submitted to the Franchising Authority with the records identified in Section 3 c u above if so
requested in writing,and shall be retained by the Cable Operator for a period of three(3) years
e. All service outages and interruptions for any cause beyond the control of the Cable Operator shall be
corrected within thirty-six(36) hours, after the conditions beyond its control have been corrected.
4 TV Reception
a. A Cable Operator shall provide clear television reception that meets or exceeds technical standards
established by the United States Federal Communications Commission (the "FCC"). A Cable Operator shall
render efficient service, make repairs promptly, and interrupt service only for good cause and for the shortest time
possible Scheduled interruptions shall be preceded by notice and shall occur during periods of minimum use of
the system, preferably between nudnight and six an (6'00 am.).
5
b If a customer experiences poor video or audio reception attributable to a Cable Operator's equipment,
the Cable Operator shall-
Assess the problem within one(1) day of notification;
u. Communicate with the customer regarding the nature of the problem and the expected
time for repair;
in Complete the repair within two (2) days of assessing the problem unless circumstances
exist that reasonably require additional time.
c If an appointment is necessary to address any video or audio reception problem. the customer
may choose a block of time described in Section III C 2.a. At the customer's request, the Cable Operator shall
repair the problem at a later time cony enient to the customer, dunng Normal Business Hours or at such other time
as may be agreed to by the customer and Cable Operator. A Cable Operator shall maintain penodic
communications with a customer dunng the time penod in which problem ascertainment and repair are ongoing,
so that the customer is advised of the status of the Cable Operator's efforts to address the problem.
5. Problem Resolution
A Cable Operator's customer service representatives shall have the authority to provide credit for interrupted
service, to waive fees, to schedule service appointments and to change billing cycles, where appropriate. Any
difficulties that cannot be resolved by the customer service representative shall be referred to the appropriate
supervisor who shall contact the customer within four(4) hours and resolve the problem within forty eight (48)
hours or within such other time frame as is acceptable to the customer and the Cable Operator
6. Billing, Credits, and Refunds
a In addition to other options for payment of a customer's service bill, a Cable Operator shall make
available a telephone payment option where a customer without account irregularities can enter payment
information through an automated system. without the necessity of speaking to a CSR.
b. A Cable Operator shall allow at least thirty(30) days from the beginning date of the applicable service
penod for payment of a customer's service bill for that period. If a customer's service bill is not paid within that
period of time the Cable Operator may apply an administrative fee to the customer's account. The administrative
fee must reflect the average costs incurred by the Cable Operator in attempting to collect the past due payment in
accordance with applicable law If the customer's service bill is not paid within forty-five (45) days of the
beginning date of the applicable service penod, the Cable Operator may perform a "soft" disconnect of the
customer's service. If a customer's service bill is not paid within fifty-two (52) days of the beginning date of the
applicable service period, the Cable Operator may disconnect the customer's service, provided it has provided two
(2)weeks notice to the customer that such disconnection may result.
c. The Cable Operator shall issue a credit or refund to a customer within 30 days after determining the
customer's entitlement to a credit or refund.
d Whenever the Cable Operator offers any promotional or specially pnced service(s) its promotional
matenals shall clearly identify and explain the specific terms of the promotion, including but not limited to
manner in which any payment credit will be applied.
7. Treatment of Property
6
To the extent that a Franchise Agreement does not contain the following procedures for treatment of property,
Operator shall comply with the procedures set forth in this Section
a A Cable Operator shall keep tree trimming to a minimum, trees and shrubs or other landscaping that are
damaged by a Cable Operator, any employee or agent of a Cable Operator during installation or construction shall
be restored to their pnor condition or replaced within seven (7) days, unless seasonal conditions require a longer
time, in which case such restoration or replacement shall be made within seven (7) days after conditions permit.
Trees and shrubs on pnvate property shall not be removed without the pnor permission of the owner or legal
tenant of the property on which they are located. This provision shall be in addition to, and shall not supersede,
any requirement in any franchise agreement.
b. A Cable Operator shall, at its own cost and expense, and in a manner approved by the property owner
and the Franchising Authonty, restore any pnvate property to as good condition as before the work causing such
disturbance was initiated. A Cable Operator shall repair, replace or compensate a property owner for any damage
resulting from the Cable Operator's installation, constmction, service or repair activities If compensation is
requested by the customer for damage caused by any Cable Operator activity, the Cable Operator shall reimburse
the property owner one hundred(100)percent of the actual cost of the damage.
c Except in the case of an emergency involving public safety or service interruption to a large number of
customers, a Cable Operator shall give reasonable notice to property owners or legal tenants pnor to entenng
upon private premises, and the notice shall specify the work to be performed: provided that in the case of
construction operations such notice shall be delivered or provided at least twenty-four (24) hours prior to entry,
unless such notice is waived by the customer. For purposes of this subsection, "reasonable notice- shall be
considered
1. For pedestal installation or similar major construction,seven(7)days
ii. For routine maintenance, such as adding or dropping service, tree trimming and the like,
reasonable notice given the circumstances Unless a Franchise Agreement has a different requirement,
reasonable notice shall require, at a minimum, pnor notice to a property owner or tenant, before entry is
made onto that person's property.
in. For emergency work a Cable Operator shall attempt to contact the property owner or
legal tenant in person, and shall (cave a door hanger notice in the event personal contact is not made.
Door hangars must descnbe the issue and provide contact information where the property owner or tenant
can receive more information about the emergency work
Nothing herein shall be construed as authorizing access or entry to private property,or any other property,
where such right to access or entry is not otherwise provided by law.
d. Cable Operator personnel shall clean all areas surrounding any work site and ensure that all cable
matenals have been disposed of properly.
D. Services for Customers with Disabilities
I. For any customer with a disability, a Cable Operator shall deliver and pick up equipment at customers' homes
at no charge unless the malfunction was caused by the actions of the customer. In the case of malfunctioning
equipment, the technician shall provide replacement equipment, hook it up and ensure that it is working properly,
and shall return the defective equipment to the Cable Operator
2. A Cable Operator shall provide either TTY. TDD, TYY, VRS service or other similar service that are in
compliance with the Americans With Disabilities Act and other applicable law, with trained operators who can
7
provide every type of assistance rendered by the Cable Operator's customer service representatives for any
hearing-impaired customer at no charge.
3. A Cable Operator shall provide free use of a remote control unit to mobility-impaired (if disabled, in
accordance with Section III.D.4)customers
4. Any customer with a disability may request the special services descnbed above by providing a Cable Operator
with a letter from the customer's physician stating the need, or by making the request to the Cable Operator's
installer or service technician, where the need for the special services can be visually confirmed.
E.Cable Services Information
I. At any time a customer or prospective customer may request, a Cable Operator shall provide the following
information, in clear, concise written form, easily accessible and located on Cable Operator's website (and in
Spanish,when requested by the customer):
a Products and services offered by the Cable Operator, including its channel lineup;
h The Cable Operators complete range of service options and the prices for these services;
c The Cable Operator's billing, collection and disconnection policies,
d Privacy rights of customers;
e. All applicable complaint procedures, including complaint forms and the telephone numbers and
mailing addresses of the Cable Operator, and the FCC;
f. Use and availability of parental control/lock out device;
g Special services for customers with disabilities;
h. Days, times of operation,and locations of the service centers;
2. At a Customer's request, a Cable Operator shall make available either a complete copy of these Standards and
any other applicable customer service standards, or a summary of these Standards, in a format to be approved by
the Franchising Authority, which shall include at a minimum, the URL address of a website containing these
Standards in their entirety.
If acceptable to a customer, Cable Operator may fulfill customer requests for any of the information listed in this
Section by making the requested information available electronically, such as on a website or by electronic mail
3. Upon written request, a Cable Operator shall meet annually with the Franchising Authority to review the
format of the Cable Operator's bills to customers. Whenever the Cable Operator makes substantial changes to its
billing format, it will contact the Franchising Authority at least thirty (30) days prior to the time such changes are
to be effective, in order to inform the Franchising Authority of such changes.
4 Copies of notices provided to the customer in accordance with subsection 5 below shall be filed (by fax or
email acceptable)with the Franchising Authority.
5. A Cable Operator shall provide customers with wntten notification of any change in rates for nondiscretionary
cable services, and for service tier changes that result in a deletion of programming from a customer's service tier,
at least thirty (30) days before the effective date of change. For purposes of this section, "nondiscretionary"
8
means the subscnbed tier and any other Cable Services that a customer has subscribed to, at the time the change
in rates are announced by the Cable Operator.
6. All officers, agents, and employees of the Cable Operator or its contractors or subcontractors who are in
personal contact with customers and/or when working on public property, shall wear on their outer clothing
identification cards bearing their name and photograph and identifying them as representatives of the Cable
Operator. The Cable Operator shall account for all identification cards at all times. Every vehicle of the Cable
Operator shall be clearly visually identified to the public as working for the Cable Operator. Whenever a Cable
Operator work crew is in personal contact with customers or public employees, a superyisor must be able to
communicate clearly with the customer or public employee. Every vehicle of a subcontractor or contractor shall
be labeled with the name of the contractor and further identified as contracting or subcontracting for the Cable
Operator.
7 Each CSR, technician or employee of the Cable Operator in each contact with a customer shall state the
estimated cost of the service, repair, or installation orally prior to delivery of the service or before any work is
performed, and shall provide the customer with an oral statement of the total charges before terminating the
telephone call or before leaving the location at which the work was performed. A written estimate of the charges
shall be provided to the customer before the actual work is performed.
F.Customer Privacy
I. Cable Customer Privacy. In addition to complying with the requirements in this subsection, a Cable Operator
shall filly comply with all obligations under 47 U.S.C. Section 551.
2. Collection and Use of Personally Identifiable Information.
a. A Cable Operator shall not use the Cable System to collect, monitor or observe Personally Identifiable
Information without the prior affirmative written or electronic consent of the Customer unless, and only to the
extent that such information is: (i) used to detect unauthorized reception of cable communications, or (ii)
necessary to render a Cable Service or Other Service provided by the Cable Operator to the Customer and as
otherwise authorized by applicable law.
b A Cable Operator shall take such actions as are necessary using then-current industry standard
practices to prevent any Affiliate from using the facilities of the Cable Operator in any manner, including, but not
limited to, sending data or other signals through such facilities, to the extent such use will permit an Affiliate
unauthonzed access to Personally Identifiable Information on equipment of a Customer (regardless of whether
such equipment is owned or leased by the Customer or provided by a Cable Operator) or on any of the facilities of
the Cable Operator that are used in the provision of Cable Service This subsection F.2.b shall not be interpreted
to prohibit an Affiliate from obtaining access to Personally Identifiable Information to the extent otherwise
permitted by this subsection F.
c. A Cable Operator shall take such actions as are necessary using then-current industry standard
practices to prevent a person or entity (other than an Affiliate) from using the facilities of the Cable Operator in
any manner, including, but not limited to, sending data or other signals through such facilities, to the extent such
use will permit such person or entity unauthorized access to Personally Identifiable Information on equipment of a
Customer (regardless of whether such equipment is owned or leased by the Customer or provided by a Cable
Operator)or on any of the facilities of the Cable Operator that are used in the provision of Cable Service.
3 Disclosure of Personally Identifiable Information. A Cable Operator shall not disclose Personally Identifiable
Information without the prior affirmative written or electronic consent of the Customer, unless otherwise
authorized by applicable law.
9
a A minimum of thirty (30) days pnor to making any disclosure of Personally Identifiable
Information of any Customer for any Non-Cable related purpose as provided in this subsection F.3.a, where such
Customer has not previously been provided the notice and choice provided for in subsection 111F.9, the Cable
Operator shall notify each Customer (that the Cable Operator intends to disclose information about) of the
Customer's right to prohibit the disclosure of such information for Non-cable related purposes. The notice to
Customers may reference the Customer to his or her options to state a preference for disclosure or non-disclosure
of certain information, as provided in subsection III F.I0
b. A Cable Operator may disclose Personally Identifiable Information only to the extent that it is
necessary to render, or conduct a legitimate business activity related to. a Cable Sen-ice or Other Service provided
by the Cable Operator to the Customer.
c. To the extent authorized by applicable law, a Cable Operator may disclose Personally Identifiable
Information pursuant to a subpoena, court order, warrant or other valid legal process authorizing such disclosure.
4 Access to Information. Any Personally Identifiable Information collected and maintained by a Cable Operator
shall be made available for Customer examination within thirty(30) days of receiving a request by a Customer to
examine such information about himself or herself at the local offices of the Cable Operator or other convenient
place within the County designated by the Cable Operator, or electronically, such as over a website. Upon a
reasonable showing by the Customer that such Personally Identifiable Information is inaccurate, a Cable Operator
shall correct such information.
5. Privacy Notice to Customers
a. A Cable Operator shall annually mail or provide a separate, written or electronic copy of the pnvacy
statement to Customers consistent with 47 U S C Section 551(a)(l), and shall provide a Customer a copy of such
statement at the time the Cable Operator enters into an agreement with the Customer to provide Cable Sen-ice
The written notice shall be in a clear and conspicuous format, which at a minimum, shall be in a comparable font
size to other general information provided to Customers about their account as it appears on either paper or
electronic Customer communications.
b. In or accompanying the statement required by subsection F.5.a, a Cable Operator shall state
substantially the following message regarding the disclosure of Customer information: "Unless a Customer
affirmatively consents electronically or in writing to the disclosure of personally identifiable information, any
disclosure of personally identifiable information for purposes other than to the extent necessary to render, or
conduct a legitimate business activity related to,a Cable Service or Other Service, is limited to
i. Disclosure pursuant to valid legal process authorized by applicable law.
ii. Disclosure of the name and address of a Customer subscribing to any general programming
tiers of service and other categories of Cable Services provided by the Cable Operator that do not directly
or indirectly disclose: (A) A Customer's extent of viewing of a Cable Service or Other Service provided
by the Cable Operator: (B) The extent of any other use by a Customer of a Cable Service; (C)The nature
of any transactions made by a Customer over the Cable System, or (D) The nature of programming or
websites that a Customer subscribes to or views (i.e., a Cable Operator may only disclose the fact that a
person subscribes to a general tier of service, or a package of channels with the same type of
programming), provided that with respect to the nature of websites subscribed to or viewed, these are
limited to websites accessed by a Customer in connection with programming available from their account
for Cable Services.'
The notice shall also inform the Customers of their right to prohibit the disclosure of their names and addresses in
accordance with subsection F.3.a. If a Customer exercises his or her right to prohibit the disclosure of name and
address as provided in subsection F 3 a or this subsection, such prohibition against disclosure shall remain in
10
effect, unless and until the Customer subsequently changes their disclosure preferences as described in subsection
F.9 below.
6 Privacy Reporting Requirements. The Cable Operator shall include in its regular periodic reports to the
Franchising Authority required by its Franchise Agreement information summanzing:
a. The type of Personally Identifiable Information that was actually collected or disclosed by Cable
Operator during the reporting period;
h. For each type of Personally Identifiable Information collected or disclosed, a statement from an
authorized representative of the Cable Operator certifying that the Personally Identifiable Information collected or
disclosed was: (A) collected or disclosed to the extent Necessary to render, or conduct a legitimate business
activity related to, a Cable Service or Other Service provided by the Cable Operator; (B) used to the extent
Necessary to detect unauthorized rceept:on of cable communications' (C)disclosed pursuant to valid legal process
authorized by applicable law; or(D) a disclosure of Personally Identifiable Information of particular subscribers,
but only to the extent affirmatively consented to by such subscribers in writing or electronically, or as otherwise
authorized by applicable law
c. The standard industrial classification(SIC)codes or comparable identifiers pertaining to any entities to
whom such Personally Identifiable Information was disclosed, except that a Cable Operator need not provide the
name of any court or governmental entity to which such disclosure was made pursuant to valid legal process
authorized by applicable law;
d, The general measures that have been taken to prevent the unauthorized access to Personally
Identifiable Information by a person other than the Customer or the Cable Operator. A Cable Operator shall meet
with Franchising Authority if requested to discuss technology used to prohibit unauthorized access to Personally
Identifiable Infimnation by any means,
7. Nothing in this subsection IILF shall be construed to prevent the Franchising Authority from obtaining
Personally Identifiable Information to the extent not prohibited by Section 631 of the Communications Act, 47
C.S.C. Section 551 and applicable laws.
S. Destruction of Personal() Identifiable Information. A Cable Operator shall destroy any Personally Identifiable
Information if the information is no longer necessary for the purpose for which it was collected and there are no
pending requests or orders for access to such information under subsection 4 of this subsection IILF,pursuant to a
court order or other valid legal process,or pursuant to applicable law.
9. Notice and Choice for Customers. The Cable Operator shall at all times make available to Customers one or
more methods for Customers to use to prohibit or limit disclosures, or permit or release disclosures, as provided
for in this subsection IILF. These methods may include. for example, online website-'preference center'features,
automated toll-free telephone systems, live toll-free telephone interactions with customer service agents, in-person
interactions with customer service personnel, regular mail methods such as a postage paid, self-addressed post
card, an insert included with the Customer's monthly bill for Cable Seryice. the privacy notice specified in
subsection III.F.S, or such other comparable methods as may be pros Med by the Cable Operator. Website
"preference center features shall be easily identifiable and navigable by Customers, and shall be in a comparable
size font as other billing information provided to Customers on a Cable Operator's website. A Customer who
provides the Cable Operator with perniission to disclose Personally Identifiable Information through any of the
methods offered by a Cable Operator shall be provided follow-up notice, no less than annually,of the Customer's
right to prohibit these disclosures and the options for the Customer to express his or her preference regarding
disclosures. Such notice shall,at a minimum, he provided by an insert in the Cable Operator's bill (or other direct
mail piece) to the Customer or a notice or message printed on the Cable Operator's bill to the Customer, and on
the Cable Operator's website when a Customer logs in to view his or her Cable Service account options, The
form of such notice shall also he provided on an annual basis to the Franchising Authority. These methods of
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notification to Customers may also include other comparable methods as submitted by the Cable Operator and
approved by the Franchising Authority in its reasonable discretion.
G.Safety
A Cable Operator shall install and locate its facilities,cable system,and equipment in compliance with all federal,
state, local, and company safety standards, and in such manner as shall not unduly interfere with or endanger
persons or property. Whenever a Cable Operator receives notice that an unsafe condition exists with respect to its
equipment, the Cable Operator shall investigate such condition immediately, and shall take such measures as are
necessary to remove or eliminate any unsafe condition.
H.Cancellation of New Senices
In the event that a new customer requests installation of Cable Service and is unsatisfied with their initial Cable
Service, and provided that the customer so notifies the Cable Operator of their dissatisfaction within 30 days of
initial installation, then such customer can request disconnection of Cable Service within 30 days of initial
installation, and the Cable Operator shall pros ide a credit to the customer's account consistent with this Section.
The customer will be required to return all equipment in good working order, provided such equipment is returned
in such order,then the Cable Operator shall refund the monthly recurring fee for the new customer's first 30 days
of('able Service and any charges paid for installation, This provision does not apply to existing customers who
request upgrades to their Cable Sen ice, to discretionary Cable Service such as PPV or movies purchased and
viewed On Demand,or to customer moves andior transfers of Cable Service. The service credit shall be provided
in the next billing cycle.
IV.COMPLAINT PROCEDURE
A.Complaints to a Cable Operator
1 A Cable Operator shall establish written procedures for receiving, acting upon, and resolving customer
complaints.and crediting customer accounts and shall base such procedures printed and disseminated at the Cable
Operators sole expense, consistent with Section IRE.I e of these Standards.
2. Said written procedures shall prescribe a simple manner in which any customer may submit a complaint by
telephone or in writing to a Cable Operator that It has violated any provision of these Customer Service Standards,
any terms or conditions of the customer's contract with the Cable Operator, or reasonable business practices. If a
representative of the Franchising Authority notifies the Cable Operator of a customer complaint that has not
previously been made by the customer to the Cable Operator, the complaint shall be deemed to have been made
by the customer as of the date of the Franchising Authority's notice to the Cable Operator.
3. At the conclusion of the Cable Operators investigation of a customer complaint, but in no more than ten (10)
calendar days after receiving the complaint, the Cable Operator shall notify the customer of the results of its
investigation and its proposed action or credit
4. A Cable Operator shall also notify the customer of the customer's right to file a complaint with the Franchising
Authority in the es ent the customer is dissatisfied with the Cable Operators decision,and shall thoroughly explain
the necessary procedures for tiling such complaint with the Franchising Authority.
5. A Cable Operator shall immediately report all customer hscalated complaints that it does nos find valid to the
Franchising .Authority.
6.A Cable Operator's complaint procedures shall be tiled with the Franchising Authority prior to unptetnentation.
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B. Complaints to the Franchising Authority
1. Any customer who is dissatisfied with any proposed decision of the Cable Operator or who has not received a
decision within the time period set forth below shall be entitled to have the complaint reviewed by the Franchising
Authority,
2 The customer may initiate the review either by calling the Franchising Authority or by filing a written
complaint together with the Cable Operator's written decision,if any,with the Franchising Authority.
3. rhe customer shall make such filing and notification within twenty (20)days of receipt of the Cable Operator's
decision or, if no decision has been provided, within thirty (30) days after filing the original complaint with the
Cable Operator.
4 If the Franchising Authority decides that further evidence is warranted, the Franchising Authority shall require
the Cable Operator and the customer to submit. within ten(10)days of notice thereof, a written statement of the
facts and arguments in support of their respective positions,
5. The Cable Operator and the customer shall produce any additional evidence, Including any reports front the
Cable Operator, which the Franchising Authority may deem necessary to an understanding and determination of
the complaint.
b The Franchising Authority shall issue a determination within fifteen (15) days of receiving the customer
complaint,or after examining the materials submitted,setting forth its basis for the determination.
7. The Franchising Authority may extend these time limits for reasonable cause and may intercede and attempt to
negotiate an informal resolution.
C.Security Fund or Letter of Credit
A Cable operator shall comply with any Franchise Agreement regarding Letters of Credit. If a Franchise
Agreement is silent on Letter of Credit the following shall apply
I. Within thirty (30) days of the written notification to a Cable Operator by the Franchising Authority that an
alleged Franchise violation exists, a Cable Operator shall deposit with an escrow agent approved by the
Franchising Authority fifty thousand dollars($50,000)or, In the sole discretion of the Franchising Authority, such
lesser amount as the Franchising Authority deems reasonable to protect subscribers within its junsdietion.
Altemativeh, at the Cable Operators discretion, it may provide to the Franchising Authority an irrevocable letter
of credit in the same amount.
the escrowed funds or letter of credit shall constitute the "Security Fund" for ensuring compliance with
these Standards for the benefit of the Franchising Authority. The escrowed funds or letter of credit shall be
maintained by a Cable Operator at the amount initially required, even if amounts are withdrawn pursuant to any
provision of these Standards,until any claims related to the alleged Franchise violation(s)are paid in full.
2 The Franchising Authority may require the Cable Operator to increase the amount of the Secunty Fund, if it
finds that new risk factors exist which necessitate such an increase.
3 The Security Fund shall sere as security for the payment of any penalties, fees,charges or credits as provided
for herein and for the perfbmiance by a Cable Operator of all its obligations under these Customer Service
Standards
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4. The rights reserved to the Franchising Authority with respect to the Security Fund are in addition to all other
rights of the Franchising Authority, whether reserved by any applicable franchise agreement or authorized by law,
and no action, proceeding or exercise of a right with respect to same shall m any way affect, or diminish, any
other right the Franchising Authority may otherwise have.
D. Verification of Compliance
A Cable Operator shall establish its compliance with any or all of the standards required through annual reports
that demonstrate said compliance.or as requested by the Franchising Authority.
E. Procedure for Remedying Violations
1. lithe Franchising Authority has reason to believe that a Cable Operator has failed to comply with any of these
Standards,or has failed to perform in a timely manner.the Franchising Authority may pursue the procedures in its
Franchise Agreement to address violations of these Standards in a like manner as other franchise violations are
considered.
I Following :he procedures set forth in any Franchise Agreement governing the manner to address alleged
Franchise violations, if the Franchising Authority determines in its sole discretion that the noncompliance has
been substantiated, in addition to any remedies that may be pro%ided in the Franchise Agreement,the Franchising
Authority may
a. Impose assessments of up to one thousand dollars ($1000.00) per day, to be withdrawn from the
Security Fund in addition to any franchise fee until the non-compliance is remedied; and/or
h. Order such rebates and credits to affected customers as in its sole discretion it deems reasonable and
appropriate for degraded or unsatisfactory services that constituted noncompliance with these Standards; and"or
c. Reverse any decision of the Cable Operator in the matter andior
d. Grant a specific solution as determined by the Franchising Authority;andmr
e. Except for in emergency situations,withhold licenses and permits for work by the Cable Operator or its
subcontractors in accordance with applicable law.
V. MISCELLANEOUS
A.Severability
ShoLid any section, subsection, paragraph, term, or provision of these Standards he determined to be
illegal, in slid, or unconstitutional by any court or agency of competent jurisdiction with regard thereto, such
detcmmnation shall haw no effect on the validity of any other section.subsection,paragraph,term,or provision of
these Standards,each of the latter of which shall remain in full force and effect.
B.Non-Waiver
Failure to enforce any provision of these Standards shall not operate as a waiver of the obligations or
responsibilities of a Cable Operator under said provision, or any other provision of these Standards.
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`'t iYW W)rkuup Si.;iliac SSP
COMCAST " `° °'
August 29, 2013
VIA CPS OVERNIGHT DELIVERY
Ms. Kara Silbemagel
Management Analyst
Pitkin County Administration
530 E Main Street, Suite 302
Aspen, CO 81611
Re: Fully Executed Franchise Agreement
Dear Ms. Silbemagel
Enclosed please find the county's copy of the one fully executed original of the franchise
agreement between Comcast and Pitkin County.
Should you have any questions regarding this information, please feel free to contact me at
303-603-2012.
Sincerely,
Glenn Walker
Government Affairs Manager