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Home My WebLink About20131830.tiffa TELEPHONE AND TDS DATA SYSTEMS' March 20, 2013 Board of County Commissioners County of Weld, CO 1150 O St. Greeley, CO 80632 Re: Request to Transfer Cable Franchise BAJA Broadband Dear Commissioners: Baja Broadband, LLC ("Baja") and TDS Baja Broadband LLC, an indirect wholly owned subsidiary of Telephone and Data Systems, Inc. ("TDS"), are pleased to announce TDS's pending acquisition of the cable system and franchise serving your community. Your consent to the transfer of the franchise may be required. We therefore have enclosed materials containing information regarding the transaction, including an original and two (2) copies of the Federal Communications Commission's ("FCC") Form 394. The FCC Form 394 contains all required information necessary for your review. We appreciate your prompt consideration of these materials. To facilitate your consent to the proposed transaction, we also have enclosed a consent resolution. We respectfully request that you adopt the enclosed resolution at your earliest convenience. Baja and TDS are confident that this transaction represents a substantial benefit to customers and your community. TDS is excited about this opportunity to become part of your community, and believes that customers now served by Baja will benefit significantly from TDS' experience in operating telephone and other broadband systems and its commitment to customer service. TDS looks forward to a long and mutually beneficial relationship with your community. Additional information regarding Telephone and Data Systems, Inc. can be viewed on its website at www.teldta.com. Please return a copy of the resolution as adopted to: Kathleen Davis Vice President — Regulatory Affairs Baja Broadband 1061-521 Corporate Center Drive, Suite 100 Fort Mill, SC 29707 Should you have any questions regarding the proposed transaction, the enclosed resolution, or the FCC Form 394, please contact Kathleen Davis at Baja (kdavis@bajabb.tv) (978-440-8144) and/or Mark E. Barber at TDS (mark.barber@tdstelecom.com) (608-664-4000). 2013-1830 Board of County Commissioners County of Weld, CO March 20, 2013 Page 2 Thank you for your prompt consideration. We greatly appreciate your assistance in this matter. BAJA BROADBAND, LLC IDS BAJA BROADBAND LLC Sincerely, Sincerely, 94e - Peter Kahelin Chief Executive Officer David A. Wittwer President and Chief Executive Officer RESOLUTION NO. RESOLUTION OF WELD COUNTY, CO APPROVING THE TRANSFER OF THE CABLE FRANCHISE WHEREAS, BAJA BROADBAND, LLC ("Franchisee") owns, operates and maintains a cable television system (the "System") in Weld County, CO ("Franchise Authority") pursuant to a valid franchise agreement or similar authorization (the "Franchise"); WHEREAS, Telephone and Data Systems, Inc., a Delaware corporation, entered into an Asset Purchase Agreement dated February 25, 2013 (the "Purchase Agreement") with Baja Broadband, LLC, pursuant to which the Franchisee will sell and assign to TDS Baja Broadband LLC ("TDS Baja"), a subsidiary of Telephone and Data Systems, Inc. ("TDS"), the System, the Franchise and certain assets related thereto (the "Transfer"); WHEREAS, Franchisee and TDS Baja have requested the consent of the Franchise Authority to the Transfer, have filed an FCC Form 394 with the Franchise Authority, and have provided all information required by applicable law (collectively, the "Transfer Application"); and WHEREAS, the Franchise Authority has reviewed the Transfer Application and finds TDS Baja to be a suitable transferee. NOW THEREFORE, BE IT RESOLVED BY THE FRANCHISE AUTHORITY AS FOLLOWS: SECTION 1. The Franchise Authority hereby consents to the Transfer effective as of the date of the closing of the transactions contemplated under the Purchase Agreement (the "Closing Date"). SECTION 2. This Resolution shall become effective immediately upon passage by the Franchise Authority. SECTION 3. The Franchise Authority hereby releases Franchisee, effective as of the Closing Date, from any and all obligations and liabilities under the Franchise arising from and after the Closing Date and IDS Baja shall be responsible for any and all obligations and liabilities under the Franchise arising from and after the Closing Date. SECTION 4. This Resolution shall have the force of a continuing agreement with Franchisee and TDS Baja, and Franchise Authority shall not amend or otherwise alter this Resolution without the consent of Franchisee and TDS Baja. PASSED, ADOPTED AND APPROVED this day of , 2013. WELD COUNTY, CO By: Name: Title: ATTEST: Federal Communications Commission Approved By OMB Washington, DC 20554 3060-0573 FCC 394 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE FOR FRANCHISE AUTHORITY USE ONLY SECTION I. GENERAL INFORMATION DATE March 20, 2013 2. Application for: 1. Community Unit Identification Number: CO0472 Assignment of Franchise I1 Transfer of Control 3. Franchising Authority: County of Weld, CO 4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: County of Weld, CO 5. Date system was acquired or (for system's constructed by the transferor/assignor) the date I on which service was provided to the first subscriber in the franchise area: 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the system to transferee/assignee: 7. Attach as an Exhibit a schedule of any and all additional information or material filed with this application that is identified in the franchise as required to be provided to the franchising authority when requesting its approval of the type of transaction that is the subject of this application. PART I - TRANSFEROR/ASSIGNOR 1. Indicate the name, mailing address, and telephone number of the transferor/assignor. Legal name of Transferor/Assignor (if individual, list last name first) Baja Broadband, LLC Assumed name used for doing business (if any) Baja Broadband I -Mailing street address or P.O. Box N/A As soon as practicable Exhibit No. 1 N/A 1061 521 Corporate Center Drive (Suite 100) City I State Fort Mill SC ZIP Code Telephone No. (include area code) 29707 (980) 235-7622 2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control (including any exhibits or schedules thereto necessary in order to understand the terms thereof). If there is only an oral agreement, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing information, or other information not otherwise publicly available, may be redacted). (b) Does the contract submitted in response to (a) above embody the full and complete agreement between the transferor/assignor and the transferee/assignee? If No, explain in an Exhibit. Exhibit No 1 ® Yes ❑ No Exhibit No. N/A j FCC 394 (Page 1) September 1996 PART II - TRANSFEREEJASSIGNEE 1.(a) Indicate the name, mailing address, and telephone number of the transferee/assignee. Legal name of Transferee/Assignee (if individual, list last name first) TDS Baja Broadband LLC Assumed name used for doing business (if any) TDS Baja Broadband Mailing street address or P.O. Box 30 North La Salle Street (Suite 4000) City Chicago State IL ZIP Code 60602 Telephone No. (include area code) (312) 630-1900 (b) Indicate the name, mailing address, and telephone number of person to contact, if other than transferee/assignee. Name of contact person (list last name first) Barber, Mark E. Firm or company name (if any) TDS Baja Broadband LLC Mailing street address or P.O. Box 525 Junction Road City Madison State WI ZIP Code 53717 Telephone No. (include area code) 608-664-4000 (c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person who should be contacted, if any. (d) Indicate the address where the system's records will be maintained. Street address Transferee/Assignee is not proposin tocta change the location of the system's records. City State ZIP Code Exhibit No. N/A 2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and operations of the system as a consequence of the transaction for which approval is sought. FCC 394 (Page 2) Exhibit No. 2 September 1996 SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS 1. Transferee/Assignee is: ® LLC • Limited Partnership • General Partnership a Jurisdiction of formation: Delaware b. Date of formation March 5, 2013 c. For profit or not -fa -profit: For profit ' d Name and address of registered agent in jurisdiction. The Corporation Service Company 2711 Centerville Road Wilmington, DE 19808 a. Jurisdiction in which formed: b. Date of formation. c. Name and address of registered agent in jurisdiction: a Jurisdiction whose laws govern formation: d. Date of formation: 1-1 Individual ri Other. Describe in an Exhibit limited liability company. See formation information above. Exhibit No. 2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders beneficially hdding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully —the lettered items below refer to corresponding lines in the following table.) (a) Name. residence, occupation or principal business, and pnnopal place of business. (If other than an individual, also show name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first, officers. next, then directors and, thereafter, remaining stockholders and/or partners. (b) Citizenship. (c) (d) (e) (f) Relationship to the transferee/assignee (e.g., officer, director, etc.) Number of shares or nature of partnership interest. Number of votes. Percentage of votes. (a) TDS Baja Broadband LI.C 30 North LaSalle Street Chicago, IL 60602 TDS Broadband LLC 30 North LaSalle Street Chicago, IL 60602 Telephone & Data Systems, Inc. 30 North LaSalle Street Chicago, IL 60602 (b) Delaware limited liability company Delaware limited liability company Delaware corporation (c) Transferee/Assignee Sole Member of TDS Baja Broadband LLC Sole Member of IDS Broadband LLC (d) N/A N/A N/A (e) N/A N/A N/A (f) N/A N/A N/A FCC 394 (Page 3) September 1996 Supplemental Information — FCC Form 394 — Section II, Item 2 IDS Broadband LLC TDS Baja Broadband LLC The Officer Managers and Director Managers for TDS Broadband LLC and TDS Baja Broadband LLC are the same. Address for all Director Managers and Officer Managers. 30 North LaSalle Street, Suite 4000 Chicago, IL 60602 No Director Manager or Officer Manager except for LeRoy T. Carlson, Jr. hold an equity interest of more than 5 percent in Telephone and Data Systems, Inc., the parent company of these subsidiaries. Mr. Carlson's interests are explained in the financial documents included on the CD submitted with this FCC Form 394. Director Manages LeRoy T. Carlson, Jr. Kenneth R Meyers David A. Wittwer Officer Managers President and Chief Executive Officer Vice President Vice President Vice President Vice President and Treasurer Vice President Vice President Assistant Treasurer Secretary Assistant Secretary General Counsel and Assistant Secretary David A Wittwer Mark E. Barber Michael A Gasser Mike Pandow Peter L. Sereda Douglas P. Shuma Vicki L. Villacrez John R Erpenbach Jane W. McCahon Irmgard F. Metz Stephen P. Fitzell Address for All Directors and Officers Telephone and Data Systems, Inc. 30 North LaSalle Street, Suite 4000 Chicago, IL 60602 No TDS Director or Officer except for LeRoy T. Carbon, Jr.. Letitia G. C. Carlson, Prudence E. Carbon, and Walter C. D. Carbon hold an equity interest of more than five percent in Telephone and Data Systems, Inc. 'The interests of these persons, who are brothers and sisters, are explained in the financial documents included on the CD submitted with this FCC Form 394. Directors LeRoy T. Carlson, Jr. Letitia G. C. Carbon, MD Prudence E. Carbon Walter C. D. Carlson Kenneth R. Meyers Donald C. Nebergall George W. Off Herbert S. Wander Clarence A. Davis Christopher D. O'Leary Mitchell H. Saranow Gary L. Sugarman Officers Chairman of the Board President and Chief Executive Officer Executive Vice President and Chief Financial Officer Senior Senior Vice President - Technology, Services and Strategy Senior Vice President - Finance and Treasurer Senior Vice President and Controller Senior Vice President and Chief Information Officer Senior Vice President - Acquisitions and Corporate Development Vice President - Corporate Relations and Corporate Secretary Vice President - Human Resources Vice President - Internal Audit Vice President — Strategy, Architecture, and Quality Vice President - Corporate Development Vice President and Chief Information Security Officer General Counsel and Assistant Secretary Assistant Treasurer Assistant Controller Assistant Controller - Tax Walter C.D. Carlson LeRoy T. Carbon, Jr. Kenneth R. Meyers Joseph R. Hanley Peter L. Sereda Douglas D. Shuma Kurt B. Thaus Scott H. Wiliamson Jane W. McCahon C. Theodore Herbert Frieda E. Ireland Laurie A. Ruchti Byron A Wertz Theodore E. Wiessing William S. DeCarlo John hi Toomey Douglas W. Chambers David D. Gillman Note: LeRoy T. Carlson is Chairman Emeritus pursuant to Section 3.2 of the Company's Bylaws adopted February 11, 2002. 11 3 If the applicant is a corporation or a limited partnership. is the transferee/assignee formed under the laws of, a duly qualified to transact business in, the State or other jurisdiction in which the system operates? If the answer is No, explain in an Exhibit. 4. Has the transferee/assignee had any interest in a in connection with an applicant which has been dismissed or denied by any franchise authority? If the answer is Yes, describe circumstances in an Exhibit. 5. Has an adverse finding been made a an adverse final action been taken by any court or administrative body with respect to the transferee/assignee in a civil, criminal or administrative proceeding, brought under the provisions of any law a regulation related to the following: any felony, revocation, suspension or involuntary transfer of any authorization (including cable franchises) to provide video programming services; mass media related antitrust a unfair competition: fraudulent statements to another government unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, including an identification of any court a administratNe body and any proceeding (by dates and file numbers. if applicable). and the disposition of such proceeding. 6. Are there any documents. instrumentscontracts a understandings relating to ownership or future ownership rights with respect to any attributable interest as described in Question 2 (including, but not limited to, non -voting stock interests, beneficial stock ownership interests, options, warrants, debentures)? If Yes, provide particulars in an Exhibit. 7. Do documents. instruments, agreements a understandings for the pledge of stock of the transferee/assignee, as security fa loans a contractual performance, provide that: (a) voting rights will remain with the applicant, even in the event of default on the obligation: (b) in the event of default, there will be either a private or public sale of the stock, and (c) pnor to the exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the franchising authority, rf required pursuant to federal, state or local law or pursuant to the terms of the franchise agreement will be obtained? If No, attach as an Exhibit a full explanation. SECTION III. TRANSFEREE'S/ASSIGNEE'S FINANCIAL QUALIFICATIONS 1. The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from committed resources to consummate the transaction and operate the facilities for three months. 2. Attached as an Exhibit are the most recent financial statements, prepared in accordance with generally accepted accounting principles, including a balance sheet and income statement for at least one full year, fa the transferee/assignee or parent entity that has been prepared in the ordinary course of business, if any such financial statements are routinely prepared. Such statements, if not otherwise publicly available. may be marked CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under local law. SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience and expertise regarding cable television systems, including, but not limited to, summary information about appropriate management personnel that will be involved in the system's management and operations The transferee/ assignee may, but need not, list a representative sample of cable systems currently or formerly owned or operated. ® Yes ❑ No Exhibit No. 3 ❑ yes ® No Exhibit No. N/A Dyes ® No Exhibit No. N/A ❑yes ®No Exhibit No. N/A D Yes ® No Exhibit No. 4 ® Yes ❑ No Exhibit No. 5 Exhibit No. 6 FCC 394 (Page 4) September 1996 SECTION V - CERTIFICATIONS Part 1 — Transferor/Assignor All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as r set out in full in the application. Signature I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. Fee WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE. TITLE 18, SECTION 1001. Date March 20, 2013 Pnnt full name Peter Kahelin Check appropriate classification. nIndividual General Partner Corporate Officer (Indicate Title) Chief Executive Officer Other. Explain Part II - Transferee/Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as r set out in full in the application. The transferee/assignee certifies that he/she: (a) Has a current copy of the FCCs Rules governing cable television systems. b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. Signature `�� \ 1 I(+ 1 -,C_ I ___-,, WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. COLE, TITLE 18, SECTION 1001. Date March 20, 2013 print full name David A. Wittwer Check appropriate classification' Other. Explain: ❑ Individual General Partner '/ Corporate Officer (Indicate Title) President and Chief Executive Officer FCC 394 (Page 5) September 1996 FCC Form 394 Exhibits EXHIBIT 1 Attached in a CD is a copy of the Asset Purchase Agreement between Baja Broadband, LLC, and Telephone and Data Systems, Inc., ("1DS") dated as of Fthruary 25, 2013 ('`Purchase Agreement' ). Certain sections of the Purchase Agreement, including the Exhibits and Schedules, have been omitted as permitted by FCC Form 394, as the information contained in these sections, Exhibits or Schedules is not necessary in order to understand the terms of the Purchase Agreement and the underlying transaction or contains confidential trade, business, pricing or marketing information, or other information not otherwise publicly available. In accordance with Section 9.12 of the Purchase Agreement, prior to the effective date of the closing, IDS will assign to its wholly owned subsidiary, TDS Baja Broadband LLC (the "Assignee"), its right to acquire the Assets subject to the Purchase Agreement, and the Assignee will acquire such Assets and will assume the Assumed Liabilities in accordance with the Purchase Agreement. FCC Form 394 Exhibits EXHIBIT 2 The transaction will not result in changes to the current terms and conditions of service and operations of the system The Assignee will comply with the terms and conditions of the franchise and applicable law. FCC Form 394 Exhibits EXHIBIT 3 The Assignee is duly qualified to transact business in Delaware and will become duly qualified to transact business in Colorado, New Mexico, Texas, Utah, Arizona, Nevada and Wisconsin prior to the effective date of closing of the transaction assigning or transferring ownership of the system to Assignee. FCC Form 394 Exhibits EXHIBIT 4 There are no documents, instruments, agreements or understandings for the pledge of stock of the Assignee as security for loans or contractual performance. FCC Form 394 Exhibits EXHIBIT 5 The Assignee is a wholly owned, indirect subsidiary of Telephone and Data Systems, Inc. ("TDS"). TDS is a publicly -traded company, subject to all applicable SEC reporting requirements. Financial information for TDS is included on the CD submitted with this Form 394. The consolidated historical balance sheets, results of operations and sources and uses of funds statements, as well as full disclosure as required by both generally accepted accounting principles ("GAAP") and applicable securities laws for TDS are included in SEC Form 10-K submitted by TDS for the year ended December 31, 2012. The form can be found on the attached CD. The CD also includes Exhibit 13 to the Form 10-K, the Annual Report to Shareholders. Also included on the CD is a copy of TDS's Proxy Statement (Schedule 14A) dated April 16, 2012. EXHIBIT 6 TDS Baja Broadband LLC ("TDS Baja") is a wholly owned indirect subsidiary of Telephone and Data Systems, Inc. ("TDS"). TDS, a Fortune 500® company, provides wireless, broadband, TV, voice, and hosted and managed services to approximately 7 million customers in 36 states through its business units, United States Cellular Corporation ("US Cellular"), TDS Telecommunications Corp. CIDS Telecom") and TDS Hosted & Managed Services ("TDS HMS"). Founded in 1969 and headquartered in Chicago, TDS and its subsidiaries employ more than 12,000 people. TDS's business strategy is to expand its existing operations through internal growth and acquisitions and to acquire other related businesses, such as cablebroadband, in which TDS can utilize its expertise in customer -focused telecommunications services. A more detailed discussion of TDS's current business activities and financial position can be found in the Form 10-K for 2012 on the CD accompanying this filing. TDS Telecom, a wholly owned subsidiary of TDS headquartered in Madison, Wisconsin, is the seventh largest local exchange telephone company in the U.S. For 44 years, TDS Telecom has been connecting people with high-speed Internet, phone, and TV entertainment services in over a hundred rural, suburban, and metropolitan communities across 32 states. Today, TDS Telecom has nearly 1 million customer connections in service and 2,500 employees. Business customers select from the latest technologies, including: VoIP (manager( IP) phone service, dedicated Internet, data networking, and hosted -managed services. US Cellular, an 84 percent owned subsidiary of TDS, provides wireless services to approximately 5.8 million customers. TDS Telecom also manages the operations of Ins EMS, which consists of OneNeck IT Services Corp., Vital Support Systems, and VLSI Inc. TDS HMS is a wholly owned subsidiary of 1 _ OS. The business unit is growing rapidly, now employing more than 500 people throughout the U.S. TDS FBAS companies specialize in engineering and management of IT infrastructure, including: hosted application management, managed hosting, and ReliaCloudTM entu p. ise cloud services. TDS HMS CMS owns and operates Tier 3 data centers in Iowa, Minnesota and Wisconsin. Baja Broadband, LLC ("Baja") has been a leading provider of entertainment, information and communications services in the communities it serves. Since acquiring its first systems in 2006, Baja has focused its efforts on upgrading and improving system infrastructure, adding services and improving customer care. Baja's technical learn has focused on hardening and rebuilding its systems and has successfully planned and executed extensive upgrades which include investments to improve Baja's fiber optic infrastructure and investments in improved customer service for video and high speed data technical support. TDS Baja expects to take advantage of the expertise of Baja's present employees in the relevant franchise areas by offering employment to all Baja system personnel in their present positions. As an industry leader in the deployment and operation of sophisticated, advanced telecommunications networks and facilities, TDS intends to build on Baja's accomplishments, with an emphasis on improving broadband capabilities. TDS will employ additional consultants and add employees as necessary to maintain and improve the quality of service in the current franchise areas of Baja Broadband, LLC. OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Scott Gessler, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, Baja Broadband, LLC is an entity formed or registered under the law of Delaware has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20061298446. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 06/12/2013 that have been posted, and by documents delivered to this office electronically through 06/13/2013 @ 12:36:52. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 06/13/2013 @ 12:36:52 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 8565346. Secretary of State of the State of Colorado *********************************************End of Certificatessssssssssssssssssssssssssssssssssssssssssss Notice: A certificate issued electronically from the Colorado Secretary of State's Web site is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site hup irnnwows lucre en7r Ccmilicote )emrM)iterio.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our Web she, hii1 r n 'U/C.c o to t click Business Center and select "Frequently Asked Questions." CERT CS_F Revised 08/20/2008 OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE I, Scott Gessler, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, TDS Baja Broadband LLC is an entity formed or registered under the law of Delaware has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20131167248. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 06/12/2013 that have been posted, and by documents delivered to this office electronically through 06/13/2013 @ 11:38:17. I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 06/13/2013 @ 11:38:17 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 8565253. Secretary of State of the State of Colorado *********************************************End of Certificatessssssssssssssssssssssssssssssssssssssssssss Notice: A certificate issued electronically from the Colorado Secretary of State's Web site is fully and immediately valid and effective. However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site hup irnnwows lucre en7r Ccmilicote )emrM)iterio.do entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our Web she, hii1 r n 'U/C.c o to t click Business Center and select "Frequently Asked Questions." CERT CS_F Revised 08/20/2008 RESOLUTION RE: RENEW CABLE TELEVISION FRANCHISE AND APPROVE FRANCHISE AGREEMENT -JOSHUA CABLEVISION/FANCH CABLEVISION OF COLORADO, L.P., DBA INTERMOUNTAIN CABLE COMM AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Joshua Cablevision has applied for a renewal of its current cable television franchise, and WHEREAS, the Board has been properly notified that Joshua Cablevision will complete the transfer of its cablevision interests to Fanch Cablevision of Colorado, L.P., on or before December 31, 1996, and WHEREAS, the Board has been presented with a Franchise Agreement between the County of Weld. State of Colorado, by and through the Board of County Commissioners of Weld County, and Joshua Cablevision/Fanch Cablevision of Colorado, L.P., dba Intermountain Cable Comm. beginning January 1, 1997, with further terms and conditions being as stated in said agreement, and WHEREAS, a hearing before the Board was held on the 11th day of December, 1996, at which time the Board deemed it advisable to continue said matter to December 18, 1996, and WHEREAS, at said hearing on December 18, 1996. Mike Pfeiler, representing Joshua Cablevision/Fanch Cablevision of Colorado, L.P., was present, and WHEREAS, the Board of County Commissioners heard all of the testimony and statements of those present, studied the application for a cable television franchise and all the evidence presented in this matter and, having been fully informed, deems it advisable to grant said franchise renewal and approve said franchise agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the cable television franchise renewal be, and hereby is, granted to Fanch Cablevision of Colorado, L.P., dba Intermountain Cable Comm. BE IT FURTHER RESOLVED that the Franchise Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County and Fanch Cablevision of Colorado, L.P., be, and hereby is, approved effective January 1, 1997. 962262 ORD94 C: On; FQi'7cth RE: FRANCHISE AGREEMENT - JOSHUA CABLEVISION/FANCH COMMUNICATIONS, INC. PAGE 2 BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 18th day of December, A.D., 1996. ATTST:r` .� WelrOIOU ity Clerk to the B BY eputy APPR • a AS TO FORM: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO FXCI ISFD IlATF (IF CIANINC, Barbara J. Kirkmeyer, Chair '1A `/ms Bazte „trai (AY9 Dale K. Hall Constance L. Harbert FXCt1SFr) W. H. Webster 962262 ORD94 FRANCHISE AGREEMENT THIS FRANCHISE AGREEMENT is made and entered into this 1'/ day of /9Sr"c IAtBE�, 1996, by and between the COUNTY OF WELD, STATE OF COLORADO, (hereinafter referred to as the "County") and FANCH CABLEVISION OF COLORADO, L.P., doing business as INTERMOUNTAIN CABLE COMM, a Colorado corporation (hereinafter referred to as "Fanch"), with its principal place of business at 885 Parfet Street. Unit 2A, Lakewood, Colorado 80215. WHEREAS, County is authorized to grant one or more nonexclusive, revocable, franchises to construct. reconstruct, operate, and maintain a cable communication system within the County: and WHEREAS, Fanch is agreeable to providing such services to the County and has made application to the County for a franchise; and WHEREAS, County has determined that the financiallegal. and technical ability of Fanch is reasonably sufficient to provide services, facilities, and equipment necessary to meet the future cable -related needs and interests of the community; and WHEREAS, County, after public hearings and due evaluation. has determined that it is in the best interest of the County and its residents to grant a franchise to Fanch for the term herein provided. NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenant contained herein. the parties do mutually agree as follows: 1 DEFINITIONS. The following terms, phrases. words, and abbreviations shall have the meanings ascribed to them below. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number, and words in the singular number include the plural number. 1.1 "Addressable" shall mean the ability of a cable communications system to direct and receive communications only at reception points on the system authorized to receive such communications. 1.2 "Affiliate" means an entity which owns or controls, is owned or controlled by, or is under common ownership with Fanch. 1 3 "Basic Service" means any service tier which includes the retransmission of local television broadcast signals or such other definition as may be adopted by federal law. 1.4 "Cable Acts" mean the Cable Communications Policy Act of 1984, as amended, and the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996 as it may be amended. 1.5 "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 of such video programming or other programming service. 96224.2 1.6 "Cable System" means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable service which 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; or. b. A facility that serves only subscribers in one or more multiple unit dwellings under common ownership, control, or management, unless such facility or facilities uses any public right-of-way. 1.7 "Downstream" shall mean signals originaiing at the headend or hubs and transmitted to subscribers. 1.8 "Earth station" shall mean equipment used to receive signals from or transmit signals to a communications satellite. 1.9 "FCC" shall mean the Federal Communications Commission or successor governmental entity thereto. 1.10 "Franchise" shall mean the initial authorization, or renewal thereof, issued by the Franchising Authority pursuant to Weld County Ordinance 94, A and B Amendments, whether such authorization is designated as a franchise. permit. license. resolution, contract, certificate, agreement. or otherwise, which authorizes the construction or operation of the Cable System. 1.11 "Franchising Authority" means the County or the lawful successor, transferee. or assignee thereof. 1.12 "Force majeure"shall mean any delays caused by reason of: a. Civil commotion; b Riots: c. Acts of God and nature, such as floods, earthquakes. unusual accumulations of rain, ice. or snow, and tornadoes: and, d. Any other circumstances reasonably beyond the control of Fanch. 1.13 "Gross receipts" shall mean all operating receipts derived from the Cable System collected directly or indirectly by Fanch or any affiliate in association with the provision of cable communication services or any other services provided over the Cable System within the County. including. but not limited to basic monthly service fees, premium service fees. installation and reconnection fees, local origination fees, leased channel fees, additional outlet fees, advertising receipts, and converter rentals. Gross receipts shall not include any 9622.2 taxes on services which are imposed directly or indirectly on any subscriber thereof by any governmental unit or agency and which are collected by Fanch on behalf of such governmental unit or agency. 1.14 "Headend" shall mean the facility, including antennas and associated electronics which receives, controls, and switches the electronic information transmitted over the Cable System 1.15 "Interconnect" shall mean the electronic connection of two or more different Cable Systems for the purpose of exchanging switching, or retransmitting programming or other signals. 1.10 "Person" means an individual, partnership, association, joint stock company, trust, corporation, governmental entity, or any other entity. 1.17 "School" shall mean any duly accredited nonprofit educational institution, including primary and secondary schools, colleges and universities, both public and private, hut excluding "home schools" and charter schools. 1.18 "Service Area" means the present boundaries of the County, and shall include any additions thereto by annexation or other legal means. 1.19 "State-of-the-art" shall mean the condition of any Cable System, components, or equipment accepted and used in the cable communications industry throughout Colorado and its surrounding states which is of a high technical quality, dependable, reliable, and economically feasible for comparable county population. 1.20 "Street" means the surface of and the space above and below any public street, road, highway, freeway. lane. path. alley, court, sidewalk. boulevard, parkway, drivepublic way or place. or other easement now or hereafter held by the County. 1 21 "Subscriber" means a person or user of the Cable System who lawfully receives Cable Services or other service therefrom with ranch's express permission. 1.22 "Upstream" shall mean the transmission of signals through a Cable System from subscribers to the headend. 1 23 "Video Programming" means programming provided by, or generally considered comparable to programming provided by, a television broadcast station. 2. GRANT OF FRANCHISE. 2 1 County hereby grants to Fanch, subject to the terms and conditions of this Franchise Agreement, a nonexclusive franchise which authorizes Fanch to construct and operate a Cable System and offer cable service and other services in. along, among, upon, across, above, over. under, or in any manner connected with streets within the service area and for that purpose to erect, install, construct, repair. replace, reconstruct, maintain, or retain in, 9622£:2 on, over, under, upon, across, or along any street and all extensions thereof and additions thereto, such earth stations, wires, cables, conductors. ducts, conduits, vaults, manholes. pedestals, amplifiers, appliances. attachments, and other related property or equipment as may be necessary or appurtenant to the Cable System. 2.2 This franchise is subject to the county ordinances, statutes and regulations now in effect or hereafter made effective to the extent that Fanch's rights and obligations herein are not materially altered thereby. Nothing in this Franchise Agreement shall be deemed to waive the requirements of the various codes and ordinances of the County including, but not limited to, permits, fees to be paid, or manner of construction. On regulatory matters, Federal and State laws will apply. 3. RIGHT OF COUNTY TO ISSUE FRANCHISE. Fanch acknowledges and accepts the legal right of the County as such legal right exists on effective date hereof to issue this franchise on the date of grant thereof, and Fanch agrees that it shall not now nor at any time hereafter challenge this lawful right of the County to Issue this franchise in any way, in any County, State, or Federal Court or governmental agency. 4. EFFECTIVE DATE OF FRANCHISE. The effective date of the franchise shall be the date set forth on page one of this Agreement on which the parties agreed that they entered into this Franchise Agreement 5 TERM. The term of the franchise shall be for a period of 15 years from the effective date, unless sooner terminated as provided in this franchise. 6. FRANCHISE NONEXCLUSIVE. This franchise shall not be construed as any limitation upon the right of the County to grant to other persons rights, privileges, or authorities similar to the rights, privileges, and authorities herein set forth, in the same or other streets, alleys. or other public ways or public places. The County specifically reserves the right to grant at any time during the term of this Franchise Agreement or renewal thereof, if any, such additional franchises for a Cable System as it deems appropriate upon such terms and conditions as it deems appropriate. However, in the event the County enters into a franchise. permitlicense, authorization. or other agreement of any kind with any other person or entity other than Fanch to enter into the County's streets for the purpose of constructing or operating a Cable System or providing cable service to any part of the service area, the material provisions thereof shall be reasonably comparable to those contained herein, in order that one operator not be granted an unfair competitive advantage over another, and to provide all parties equal protection under the law. 7. INCORPORATION OF WELD COUNTY BY REFERENCE AND RESOLUTION OF CONFLICTS. All terms, conditions, and provisions of Weld County shall be deemed to be embodied in this Franchise Agreement. Any and all conflicts between this Franchise Agreement and said Weld County shall be resolved using the provisions of this Franchise Agreement to the extent that Fanch's rights and obligations herein are not materially altered On regulatory matters, Federal and State laws will apply. 8 DRAFTING OF FRANCHISE AGREEMENT. Both the County and Fanch hereby ack- nowledge that they participated equally in the negotiation and drafting of this Franchise Agreement 4 962252 and that, accordingly, no court construing this Franchise Agreement shall construe it more stringently against one party than against the other. 9. SERVICE AREA AND LINE EXTENSIONS. Fanch shall offer nondiscriminatory cable service to the County. Until such time that Fanch has at least 150 subscriptions within the County, it shall be the obligation of Fanch to furnish cable service to those areas of the County in such areas where Fanch offers such service and having a density of at least 50 homes or dwelling units per lineal cable mile as measured from the existing terminus of the Cable System. At such time that Fanch has 150 subscribers or more within Weld County, it shall be the obligation of Fanch to furnish cable service to those areas of the County in such areas where Fanch offers such service and having a density of at least 25 homes or dwelling units per lineal cable mile as measured from the existing terminus of the Cable System. Additionally, Fanch shall extend its service to any person within the County who elects to subscribe to the cable service if they are less than 125 feet from the trunk or distribution cable. However, for unusual circumstances, such as the existence of more than 125 feet of distance from distribution cable to connection of service to subscribers. or a density of less than the relevant number of homes or dwelling units per 5,280 cable -bearing strand feet of trunk or distribution cable, as more particularly set forth above, cable service or other 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 Fanch and subscribers in the area in which cable service may be expended, Fanch will contribute an amount equal to the construction and other costs per mile, multiplied by a fraction whose numerator equals the actual number of potential subscribers per 5,280 cable -bearing strand feet of its trunk or distribution cable, and whose denominator equals 50 or 25, depending upon the relevant density of homes or dwelling units, as more particularly set forth above. Other potential subscribers will bear the remainder of the construction and related costs on a pro rata basis. Fanch may require that the payment of the capital contribution in aid of construction borne by such potential subscribers be paid in advance. 10. SYSTEM. 10.1 Present System. The parties understand and agree that the Cable System in the County operated by Fanch at the time of this franchise renewal consists of a residential network with a capacity of channels. 10.2 Public Access. Neither Fanch nor the County shall be required to provide a studio for public access purposes. Fanch currently has no public access studios or facilities which could be made available to Weld County subscribers. However, if, in the future, during the term of this Franchise, Fanch has public access studios and facilities, such public access studios and facilities will be made available to Weld County subscribers. 11. TECHNICAL STANDARDS. The Cable System operated hereunder shall at all times operate and be updated as needed so that, at a minimum. it is in conformance with all federal, state and local technical specifications (as they may be amended) including but not limited to technical specifications contained in FCC rules and regulations (as they may be amended), or any other applicable law which may supersede such rules. Regardless of the technical standards that may be applicable, Fanch shall use its good faith efforts to provide to subscribers video and audio signals of consistently good quality. 5 962212 12. SYSTEM DESIGN AND CAPACITY. The following requirements shall govern and be applicable to the Cable System by Fanch. 12.1 System Configuration. The system shall be as described in Attachment A. 12.2 Addressability. The Cable System is currently not addressable. If, at any time during the term of this Franchise, the Cable System becomes addressable, the Cable System shall provide addressability, with capability for users to acquire signal security for selected channels and subchannels through techniques such as signal scrambling or encoding. 12.3 Capacity for Two -Way Residential Services. The Cable System shall have the capability for two-way residential services. 12.4 Standby Power. Fanch currently does not have available standby power. If standby power should become economically feasible for Fanch during the term of this Franchise. Fanch shall provide standby power -generating capacity at the headend of at least four hours. In addition. at such time as standby power becomes feasible for Fanch, Fanch shall maintain strategically located standby power system supplies throughout the Cable System, rated for at least two hours duration. 12.5 Interconnections. Upon the request of the County, Fanch shall negotiate in good faith to interconnect the Cable System with neighboring Cable Systems. 13. CONSTRUCTION. 13.1 Right of Inspections. The County shall have the right to inspect all construction and installation work performed subject to the provisions of this franchise, and shall make such reasonable tests as it shall find necessary to ensure compliance with the terms of this Franchise Agreement and other pertinent provisions of the law: provided, however, that the County shall be permitted to charge Fanch its usual and customary fees of general applicability for construction in the streets, and provided, further, that such inspection and tests shall not interfere with the operation of the Cable System and the provision of subscriber services. 13.2 Detailed Plan. At any time during the term of this Franchise that Fanch contemplates any construction concerning the Cable System, upon request, Fanch shall provide the County a detailed construction plan indicating a schedule, area construction maps, test plans, and projected dates for offering service. Upon request. Fanch shall update this information on a monthly basis, by the tenth day of each subsequent month for the duration of the construction period showing specifically whether schedules are being met and the reasons for any delay. Fanch shall adhere to the construction schedule as submitted subject to force majeure 14. LEASED ACCESS CHANNELS. Fanch shall offer leased access channel capacity on such terms and conditions and rates as may be negotiated with each lessee subject to the requirements of the Cable Acts. G 9622'x'2 15 GENERAL PROVISIONS. The following provisions shall be applicable to the Cable System upon the effective date of this Franchise Agreement and shall be applicable throughout the life of the franchise. 15.1 Emergency Alert Capabilities. In the case of any emergency or disaster, Fanch shall, upon request of the County, make available its facilities and personnel to the County to provide emergency information and instructions during the emergency or disaster period, such availability and use to be made subject to FCC requirements and regulations. To the extent permitted by law, the County shall hold Fanch, its agents, employees.offcers, and assigns hereunder, harmless from any claims arising out of the emergency use of Fanch's facilities by the County, including, but not limited to. reasonable attorneys' fees and costs. 15.2 Parental Control Devices. Fanch shall make available to subscribers the ability to lock out such channels as they may desire. Fanch reserves the right to charge for such services and equipment. 15 3 Service to Multiple Family Dwelling Units. Fanch shall offer the individual units of a multiple family dwelling unit all services offered to other dwelling units in the County; provided, however, that any such offering is conditioned upon the unit being passed by activated cable and Fanch having legal access to said unit. 15.4 Minimum Interference. All transmission lines, equipment, and structures shall be installed. constructed. maintained and located so as to cause minimum interference with the rights and reasonable convenience of property owners and at all times be kept and maintained in a safe and adequate condition, and in good order and repair. Fanch shall, at all times, employ necessary and reasonable care and shall install and maintain in use commonly accepted methods and devices for preventing failures and ,accidents which are likely to cause damage, injury, or nuisances to the public. Suitable barricades, flags, lights, flares, or other devices shall be used at such times and places as are reasonably required for the safety of all members of the public. 15.5 Test and Compliance Procedures. a. Fanch, at its cost, shall perform all tests necessary to determine compliance with the FCC prescribed technical standards. 1) Initial proof of performance test. Upon request, Fanch shall provide to the County at ranch's expense an initial proof of performance test for each section of the Cable System. to confirm the extent to which that section of the Cable System complies with the applicable technical standards. Further, Fanch at its expense, shall provide the County within 30 days of completion of the system, its written opinion that the system has been completed. 2) Certifications and recertifications. Fanch shall, no less often than as provided by law, perform at Fanch's expense, a proof of performance test to verify that the system conforms to all requirements specified in this Franchise Agreement 7 9622c2 and applicable law. Upon request. copies of the results of such proof of performance tests shall be provided to the County. 3) Signal leakage tests and reports. Fanch shall specifically monitor the complete plant, downstream and upstream, on an ongoing and regular basis for signal leakage and shall submit to the County, on request, a written report detailing the section tested, measurements recorded at specified locations, and corrections made. Written records of test results shall be maintained and shall be available for County inspection upon request. 4) County may perform tests. The County may perform technical tests of the Cable System during reasonable times and in a manner which does not unreasonably interfere with the normal business operations of Fanch or the Cable System in order to determine whether or not Fanch is in compliance with the terms hereof and applicable local, state and federal laws. Except in emergency circumstances, such tests may be undertaken only after giving Fanch reasonable notice thereof, and providing a representative of Fanch an opportunity to be present during such tests. In the event that such testing demonstrates that Fanch has substantially failed to comply with a material requirement hereof, the reasonable costs d such tests shall be borne by Fanch. In the event that such testing demonstrates tratFa-di has substantially complied with such material provisions hereof, the cost of such testing shall be borne by the County. Except in emergency circumstances, the County agrees that such testing shall be undertaken no more than two times a year in the aggregate. and that the results thereof shall be made available to Fanch upon Fanch's request b. Notice of shutdown. At least 12 hours before any planned shutdown in excess of four hours, Fanch shall give notice to the County when possible, of maintenance or major equipment changeouts which require loss of service to 25 or more customers. c. Employee identification. Fanch shall provide a standard identification document to all employees, including employees of contractors and subcontractors, who will be in contact with the public. Such documents shall include a telephone number that can be used to verify identification. 15.6 Services for the Disabled. Fanch shall comply with all applicable federal, state and local laws regarding services for the disabled. 15.7 Free Service. Fanch shall provide without charge one outlet of all of its basic services and expanded basic services (or future equivalent services) to the Franchising Autnonty's office building(s), each public library, fire station(s). police stations(s), and private and public school building(s) that are passed by its Cable System in the County The outlets of basic and expanded basic services shall not be used to distribute or sell Cable Services in or throughout such buildings, nor shall such outlets be located in common or public areas open to the public. Notwithstanding anything to the contrary set forth herein. Fanch shall not be required to provide an outlet to such buildings where the drop line from the feeder cable to said buildings or premises exceeds 125 cable x 96zzcz feet, unless it is technically feasible and so long as it will not adversely affect the operational financial condition, or market development of the Cable System to do so, or unless the appropriate entity agrees to pay the incremental cost of such drop line in excess of 125 cable feet. In the event that additional outlets of basic and expanded basic services are provided to such buildings, the building owner shall pay the usual installation fees associated therewith, including, but not limited to. labor and materials at actual cost. However, the basic and expanded basic services shall be provided free of charge regardless of the number of outlets provided to such buildings. 16. CUSTOMER SERVICE STANDARDS. Fanch shall fully comply with the Customer Service Standards as set forth in Attachment B which are attached hereto and incorporated herein by reference. 17. EQUAL EMPLOYMENT OPPORTUNITY. Fanch shall comply with all applicable equal employment opportunity laws 18. FRANCHISE RENEWAL. The County and Fanch agree that any proceedings undertaken by the Franchising Authority that relate to the renewal of Fanch's franchise shall be governed by and comply with the provisions of Section 626 of the Cable Acts, 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. In addition to the procedures set forth in said Section 626(a), the County agrees to notify Fanch of the completion of its assessments regarding the identification of future cable -related community needs and interests, as well as, the past performance of Fanch under the then current franchise term. Notwithstanding anything to the contrary set forth herein. Fanch 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 Fanch may agree to undertake and finalize negotiations regarding renewal of the then current franchise and the County may grant a renewal thereof. Fanch and the County consider the terms set forth in this section to be consistent with the express provisions of Section 626 of the Cable Acts. 19. POLICE POWERS. In accepting this franchise, Fanch acknowledges that its rights hereunder are subject to the police powers of the County to adopt and enforce general ordinances necessary to the safety and welfare of the public and it agrees to comply with all applicable general laws and ordinances enacted by the County pursuant to such power. 20. FRANCHISE FEES. 20.1 Amount. Fanch. in consideration of the privilege granted under this franchise for the use of streets and public ways and the privilege to construct and operate a Cable System, shall pay to the County 5% of Fanch's annual gross receipts collected during the period of its operation under the franchise in the County The franchise fee payable by Fanch to the County on gross revenues from any non -cable television related programming product or other communications services such as interactive, data. telephone transmission or other communication products or services, shall be subject to federal law with the parties negotiating in good faith, but shall be at the same rate but no greater than the franchise fee payable to the County by all other providers of the same product or service within the Service 9622r2 Area. Each payment shall be accompanied by a brief report from a representative of Fanch showing the basis for the computation. 20.2 Payable quarterly. Fanch shall file with the County. within 30 days after the last day of each quarter, a revenue statement showing the gross revenues received by it during the preceding quarter. together with the franchise fee for said preceding quarter. Fanch shall also file. no later than 90 days after the end of each of its fiscal years, Fanch's revenue statements for the preceding year. certified as true and correct by a financial officer of Fanch. 20 3 Inspection and audit. The County shall have the right to inspect such of Fanch's income records, to audit any and all relevant records necessary to enforcement of the franchise, and to recompute any amounts determined to be payable under the franchise 20 4 Delinquent payment. In the event that any franchise payment is not received by the County on or before the applicable dates. interest shall be charged from such due date at an annual interest rate of 18% plus a late charge of 5% will also be due and owing. 20.5 Franchise revocation or termination. In the event the franchise is revoked or otherwise terminated prior to its expiration date. Fanch shall file with the County, within 90 days of the date of revocation or termination, a certified revenue statement showing the gross receipts received by it since the end of the previous year and shall make adjustments at that time for the franchise fees due up to the date of revocation or termination. 20 6 No waiver. No acceptance of any payment by the County shall be construed as a release or as an accord and satisfaction of any claim the County may have for further or additional sums payable as a franchise fee or for the performance of any other obligation of Fanch 20 7 Not to exceed amounts set by federal law. The parties acknowledge that the franchise fees payable by Fanch to the County shall not exceed the amount set at any time by federal law. 20.8 Five year limitation. The period of limitation for recovery of any franchise fees payable hereunder shall be five years from the date on which payment by Fanch is due. Unless within five years from and after said payment due date the County initiates a lawsuit for recovery of such franchise fees in a court of competent jurisdiction, such recovery shall be barred and the County shall be estopped from asserting any claims whatsoever against Fanch relating to any such alleged deficiencies. 20.9 Franchise fees not a tax. The franchise fees shall not be considered in the nature of a tax. but shall be in addition to any and all taxes which are now or hereafter required to be paid by any law of the County, the State of Colorado, or the United States. 20.10 Payment for audit If the results of an aucit by the County show a discrepancy of more than 5% in the franchise fees that were to be paid to the County. Fanch shall pay for the cost of such audit. 10 ,. r.,�� r7 20.11 Equitable payments for use of right of way. In the event that franchise fees are prohibited by any law or regulation, Fanch shall negotiate in good faith with the County for an equitable payment for use of the public rights -of -way. Such payments shall be made on a monthly basis with the same procedure as specified in Section 20 herein. 21- REGULATION, RATES, AND CHARGES. 21.1 Regulatory Authority. The County may exercise appropriate regulatory authority under the provisions of this Franchise Agreement and applicable law. Regulation may be exercised through any duly designated County office or duly established body appointed to advise or support the County in its regulatory responsibilities. 21.2 Exercise of Regulatory Authority. The County and Fanch acknowledge that any future regulation of rates and charges relating to the provision of Cable Services and equipment under this Franchise Agreement shall be governed by applicable federal, state and local laws and the rules and regulations of the FCC (as amended). In addition, the County may from time to time elect not to regulate Fanch's rates and charges, but any such election shall not waive the County's right to regulate in the future. When the County does elect to regulate, it shall first promulgate necessary rules and procedural standards that conform to applicable laws and FCC requirements. Thereafter, the County and Fanch will adhere to such procedures in evaluating and resolving any matters which arise concerning rates and charges which are subject to rate regulation under applicable laws and FCC rules and regulations. 21.3 No Discrimination. Fanch shall not, as to rates, charges, servicesservice facilities, rules., regulations or in any other respect, make or grant any undue preference or advantage to any person or subject any person to any undue prejudice or disadvantage. 22 CONSTRUCTION PROVISIONS. 22.1 Technical Standards. Fanch's Cable System constructed within the County shall meet or exceed all technical standards of the FCC and other applicable federal, state and local laws as they now exist or may hereafter be amended. 22.2 Poles. Fanch shall not erect or authorize or permit others to erect any poles within the streets of the County for operation of its Cable System. 22.3 Disconnection, Relocation, or Removal from public right of way. Upon its receipt of reasonable advance notice, not to be less than 48 business hours, Fanch shall, at its own expense, protect, support. temporarily disconnect. relocate in the streets or public way. or remove from the streets or public way, any property of Fanch when lawfully required by the County by reason of traffic conditions. public safety, street abandonment, freeway and street construction, change or establishment of street grade, installation of sewers, drains, gas or water pipes, or any other type of structures or improvements by the County. If public funds are available to any company using such street, easement, or right of way for the purpose of defraying the cost of any of the foregoing, such funds shall also be made available to Fanch II 96222 22.4 Accommodating Building Moving Permits. Fanch shall, on the request of any person holding a building moving permit issued by the County. temporarily raise or lower its wires to permit the moving of such building. provided. a. The expense of such temporary raising or lowering of wires is paid by said person, including, if required by Fanch, making such payment in advance; and, b. Fanch is given not less than five business days advance written notice to arrange for such temporary wire changes. 22.5 Tree Trimming. Fanch shall have the authonty to trim trees or other natural growth overhanging any of its Cable System in the service area so as to prevent branches from coming in contact with Fanch's wires, cables, or other equipment. Fanch shall reasonably compensate the County or properly owner for any damages caused by such trimming, or shall. at its own cost and expense, reasonably replace all trees or shrubs damaged as a result of any construction. operation or maintenance of the Cable System. 22.6 County use of poles. Subject to any applicable local, state or federal regulations or tariffs, the County shall have the right to make additional use, for any public purpose, of any poles or conduits owned exclusively by or for Fanch in any street or public way provided that. a Such use by the County does not interfere with a current or future use by Fanch; b. The County holds Fanch harmless against and from all claims, demands, costs, or liabilities of every kind and nature whatsoever arising out of such use of said poles or conduits, including, but not limited to, reasonable attorneys' fees and costs; and, c. At Fanch's discretion, the County may be required either to pay a reasonable rental fee or otherwise reasonably compensate Fanch for the use of such poles, conduits, or equipment; provided, however, that Fanch agrees that such compensation or charge shall not exceed those paid by it to public utilities pursuant to the applicable pole attachment agreement. or other authorization, relating to the service area, and d. The County does not utilize Fanch's facilities and equipment for the provision of services which are competitive to those services provided by Fanch. 22.7 Facilities to be placed underground. In those areas of the service area where all or any part of the transmission or distribution facilities of the respective public utilities providing telephone communications and electric services are underground, Fanch likewise shall construct, operate, and maintain all of its transmission and distribution facilities underground. In those areas of the service area where the transmission or distribution facilities of the respective public utilities providing electric services are underground. Fanch shall place its facilities and equipment underground. Nothing contained in this section shall require Fanch to construct. operate, and maintain underground any ground -mounted I 9622c2 appurtenances such as subscriber taps, line extenders. system passive devices (splatters, directional couplers), amplifiers, power supplies, pedestals . or other related equipment. Wth regard to new subdivisions within the service area after the effective date of this franchise, if all or part of the transmission or distribution facilities of the respective public utilities providing telephone communications and electric services are placed underground, Fanch shall then construct, operate. and maintain all of its transmission and distribution facilities underground. All placement by Fanch of its property underground shall be at the sole cost and expense of Fanch. 22.8 County's right to inspect. The County shall have the right to inspect all construction and installation work performed by Fanch pursuant to this Franchise Agreement as it shall find necessary to ensure compliance by Fanch. 22.9 Construction and maintenance to comply with industry practice. All construction, installation, and maintenance of the Cable System shall be performed in an orderly and workmanlike manner and must comply with the National Electrical Safety Code, the National Electric Code, the Bell System Manual of Construction Procedures, all federal, state and local regulations, and generally accepted industry practices. 22 10 Compliance with OSHA. Worker facilities, conditions, and procedures shall comply with the standards of the Occupational Safety and Health Administration. 22.11 Paving to be restored or replaced. Fanch at its own cost and expense and in the manner approved by the County shall replace and restore all paving, sidewalks, driveways, or the surface of any street or alley disturbed, in as good a condition as before the work was commenced. Failure of Fanch to replace or restore such paving, sidewalk, driveway, street surface, or alley within 48 hours after notification by the County shall entitle the County to cause the proper restoration to be made at Fanch's expense. 22.12 Fanch to remedy injury or damage. Whenever Fanch shall cause or any person acting on its behalf shall cause any injury or damage to any private properly by or because of the installation, maintenance or operation of its cable communications facilities, such injury or damage shall be remedied fully by Fanch at its expense. 22.13 Construction permit required. No installation of any cable communications facility shall be performed or conducted within any of the streets of the County unless plans therefor shall have been first submitted to the director of public works of the County and a construction permit issued therefor. 22.14 Remedies for Failure to complete work. tipnn failure of Fanch to commence. pursue or complete any work required of it by law or by the provisions of this franchise to be done in any street, the County shall give written notice thereof to Fanch. If Fanch has failed to remedy the situation within 30 days after receipt of such notice. the County, at its option, may cause such work to be done and Fanch shall pay to the County the cost thereof in the itemized amounts reported by the County to Fanch, within 30 days after receipt of such itemized report. 13 9627.72 23. INSURANCE PROVISIONS. 23.1 Comprehensive Liability Insurance. Fanch shall at all times during the existence of this franchise maintain in full force and effect at Fanch's own cost and expense, a comprehensive liability insurance policy with a company which is licensed to do business in the state, protecting, indemnifying and defending the County, Board of Commissioners and any officers, boards, commissions, authorized agents and employees thereof from and against any and all claims, demands, actions, suits and proceedings by others, against all liabilities to others, including but not limited to any liability for damages by reason of, or arising out of. any failure by Fanch to secure consents from the owners, authorized distributors or licensees of programs to be transmitted or distributed by Fanch, and against any loss, cost, expense, and damages including reasonable attorneys' fees, arising out of the exercise or enjoyment of the franchise. Further, the comprehensive liability insurance policy shall protect, indemnify and defend the County, Board of Commissioners. and any officers, boards, commissions, authorized agents and employees thereof, from and against all claims by any person whatsoever for loss or damage for personal injury, death or properly damage occasioned by the operations of Fanch under Fanch's franchise or alleged to so have been caused or occurred, with minimum liability limits of $1,000,000 for personal injury or death to any one person in any one occurrence, and $2,000,000 for personal injury or death to two or more persons in any one occurrence, and $2,000,000 for damage to property resulting from any one occurrence. The County shall be named as an additional insured and will be provided a certificate of insurance evidencing the coverages required herein. 23.2 Other Insurance. Fanch shall also provide Workers Compensation Insurance as required by Colorado law. 23.3 Changes in Insurance - Notice to County Required. All insurance coverage shall provide for at least thirty days' prior written notice to the County Clerk in the event of material alterations or cancellation of any coverage afforded in the policies, before such alteration or cancellation becomes effective. 23.4 Insurance - No Limitation of Liability. Fanch's maintenance of insurance policies required by this franchise shall not be construed to excuse unfaithful performance by Fanch or to limit the liability of Fanch to the coverage provided in the insurance policies, or otherwise to limit the County's recourse to any other remedy available at law or in equity. 24. INDEMNIFICATION. To the extent permitted by law, Fanch shall, at its sole cost and expense, indemnify and hold harmless the County. Board of Commissioners, and any officers, boards, commissions, authorized agents and employees thereof, at all times and shall pay all damages and penalties which the County may be legally required to pay as a result of the construction. operation or maintenance of the Cable System. Such damages and penalties shall include, without limitation. damages arising out of copyright infringements, and the construction, erection, operation, maintenance and repair of the Cable System, whether or not any actor omission complained of is authorized, allowed or prohibited by this franchise. If legal action is filed against the County. either independently or jointly with Fanch to recover for any claim or damages, Fanch, upon notice to it by the County, shall defend the County against the action. In the event of a final judgment being obtained against the County. either independently or jointly with Fanch,.for which 3S217'(77 • Fanch has indemnified the County, Fanch shall pay the judgment and all costs and hold the County harmless' therefrom. Nothing in this franchise shall be interpreted to abridge or otherwise affect the County's right to intervene or participate in any suit, action or proceeding at the County's expense involving any provisions of this franchise. Fanch shall pay all expenses incurred by Fanch and the County in defending with regard to all damages as set forth in this section. These expenses shall include, without limitation, all out-of-pocket expenses, attorneys' fees, witness and discovery costs and expenses. Additionally, the reasonable value of any services rendered by the County Attorney and its office, and any other agents and employees of the County shall also be paid by Fanch if Fanch requests such services. 25. BOND OR OTHER SURETY. Fanch shall provide the County with a $2,000 performance bond, pursuant to the requirements of Weld County Ordinance 94, 94-A, and 94-B. The form and content of the bond shall be subject to the approval of the County. 26 DAMAGES/TERMINATION, 26 1 Notice of Violation. Whenever the County finds that Fanch has allegedly violated one or more terms, conditions or provisions of this Franchise Agreement, a written notice shall be given to Fanch by the County. The written notice shall describe in reasonable detail the alleged violation so as to afford Fanch an opportunity to remedy the violation. Fanch shall have 30 days subsequent to receipt of the notice in which to correct the violation before the County may resort to the imposition of damages. 26.2 Remedies. Neither the right to damages nor the payment of damages shall bar or otherwise limit the right of the County in a proper case to. a Obtain judicial enforcement of Fanch's obligations by means of specific performance, injunctive relief, mandate, or other remedies at law or in equity; or, b. Consider any substantial violation as grounds for forfeiture and termination of the franchise 26.3 Forfeiture and Termination. a. In addition to all other rights and powers retained by the County under this franchise, the County reserves the right to terminate the franchise and all rights and privileges of Fanch in the event of a substantial breach of its terms and conditions. A substantial breach by Fanch shall include but shall not be limited to, the following. 1) An uncured violation of any material provision of this franchise or any material rule, order, regulation, or determination of the County made pursuant thereto; 2) An attempt to evade any material provision of the franchise or practice any fraud or deceit upon the Cable System subscribers or IU 96272 upon the County, 3) Fanch abandons the system or terminates the system's operations: 4) Fanch fails to pay the franchise fees in accordance with this franchise: 5) Failure to restore service after 96 hours of an outage or interrupted service: except when approval of such outage or interruption is obtained from the County: 6) Material misrepresentation of facts in the application, proposal or during the negotiations relating to this franchise; 7) Failure to provide insurance and indemnity as required by the franchise: b. None of the foregoing shall constitute a major breach if a violation occurs which is without fault of Fanch or occurs as a result of circumstances beyond Fanch's control. Fanch shall not be excused by mere economic hardship or by nonfeasance or malfeasance of directors, officers. agents, or employees; provided, however, that damage to equipment causing service interruptions shall be deemed to be the result of circumstances beyond Fanch's control if it is caused by sabotage or vandalism or malicious mischief. Fanch shall bear the burden of proof in establishing the existence of such conditions. c. The County shall make a written demand that Fanch comply with any such provision, rule, order, or determination under or pursuant to the franchise. If the violation by Fanch continues for a period of 30 days following receipt of such written demand without written proof that corrective action has been taken or is being actively and expeditiously pursued, the County may consider terminating the franchise; provided, however, a written notice thereof shall be given to Fanch at least 15 days in advance of such termination and Fanch must be given an opportunity to appear before the Board of Commissioners to present its arguments. d Should the County determine, following the public hearingthat the violation by Fanch was the fault of Fanch and within Fanch's control, the County may declare that the franchise be forfeited and terminated. provided. however, the County may, in its discretion, provide an opportunity for Fanch to remedy the violation and come into compliance with the franchise so as to avoid termination. In no event will an election be required to revoke a franchise. 26.4 Foreclosure. Upon the foreclosure or other judicial sale of all or a substantial part of the Cable System, Fanch shall notify the County of such fact and such notification or the 16 96n2 r� �- occurrence of such event shall be treated as a notification that a change in control of the franchise has taken place and such change in control is subject to the consent of the County 26.5 Receivership or Bankruptcy. The County shall have the right to cancel this franchise 120 days after the initiation of bankruptcy proceedings by or against Fanch or the appointment of a receiver or trustee, to take over and conduct the business of Fanch. whether in receivership, reorganization, bankruptcy, or other action or proceeding, unless such bankruptcy, reorganization, receivership. trusteeship or other action or proceeding shall have been vacated prior to the expiration of said 120 days, or unless: a. Within 120 days after the election or appointment, such receiver or trustee shall have fully complied with all of the provisions of the franchise and remedied any defaults thereunder, and b Within 120 days. such receiver or trustee shall have executed an agreement duly approved by the court having jurisdiction whereby such receiver or trustee assumes and agrees to be hound by each and every provision of this franchise 26.6 Removal of Cable System. At the expiration of the term for which this franchise has been granted, or upon its termination or revocation as provided herein, Fanch shall forthwith, upon notice by the County. remove at Fanch's own expense all designated portions of the Cable System from all streets and public ways within the County, and shall restore said streets and public ways to their former condition: provided, however, Fanch shall have the right to sell, at fair market value, its physical plant to a subsequent franchisee, subject to County approval in which case said plant need not be removed and Fanch shall continue to operate the Cable System during such interim period prior to the sale. If Fanch fails to remove or operate its facilities upon request, the County may perform the work at Fanch's expense. Any property of Fanch remaining in place 180 days after the expiration. termination or revocation of this franchise shall be considered permanently abandoned and may become the property of the County at its discretion. 27. TRANSFER OF OWNERSHIP OR CONTROL. 27.1 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, consolidation, or mortgaged in any manner, 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 consent of the County, which consent shall not be unreasonably withheld. 27.2 The provisions of this section shall apply to the sale or transfer of all or a majority of Fanch's assets merger (including any parent and its subsidiary corporation), consolidation. creation of a subsidiary corporation or sale or transfer of stock in Fanch so as to create a new controlling interest. The term "controlling interest" as used herein is not limited to majority stock ownership, but includes actual working control in whatever manner exercised. a The parties to the merger. sale or transfer shall make a written request to the 17 962?.F2 County for its approval of a merger, sale or transfer and furnish all information related to the merger, sale or transfer required by law and the County. b. Upon receipt of all requested information, the County shall render a final written decision on the request within 120 days of the request. If the County fails to render a final decision on the request within 120 days, such request shall be deemed granted unless the requesting party and the County agree to an extension of time. c. Within 30 days of any merger, transferor sale, if approved or deemed granted by the County, Fanch shall file with the County a copy of a written instrument evidencing such merger, sale or transfer of ownership or control, or lease, certified and sworn to as correct by Fanch and the transferee shall file its sworn acceptance and agreement to abide by each and every provision of this Franchise Agreement. 27.3 In reviewing a request for merger, sale or transfer, the County may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Fanch shall assist the County in so inquiring. The County may condition its consent upon such terms and conditions as it deems reasonably appropriate: provided, however, the County shall not unreasonably withhold its approval, and any such terms and conditions so attached shall be related to the legal, technical, and financial qualifications of the prospective controlling party or transferee and to the resolution of outstanding and unresolved issues of noncompliance with the terms and conditions of this franchise by Fanch. 28. COOPERATION. The parties recognize that it is in their mutual best interests for the Cable System to be operated as efficiently as possible and for the construction of the system to occur in accordance with the requirements and schedule set forth in this franchise. To achieve this, the parties agree to cooperate with each other in accordance with the terms and provisions of this franchise. 29. WAIVER. The failure of the County at any time to require performance by Fanch 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 be a waiver of any succeeding breach of such provision. or as a waiver of the provision itself. 30. BOOKS AND RECORDS. Fanch agrees that the County may review such of Fanch's books and records, during normal business hours and on a nondisruptive basis, as is reasonably necessary to monitor compliance with the terms hereof. Such records shall include, but shall not be limited to. any public records required to be kept by Fanch pursuant to the rules and regulations of the FCC Copies of all petitions, applications and communications sent to or exchanged between Fanch and the FCC. Securities and Exchange Commission or any other federal or state regulatory commission or agency having jurisdiction in respect to any matter affecting Cable System operations, so far as the same pertains to any aspect of the service or operations of Fanch in the County, shall also be submitted to the County within 30 days upon request of the County. 31. CUMULATIVE PROVISION. The rights and remedies reserved to the County by this franchise are cumulative and shall be in addition to and not in derogation of any other rights or IK remedies which the County may have with respect to the subject matter of this franchise, and a waiver thereof at any time shall have no effect on the enforcement of such rights or remedies at a future time. 32. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS. Fanch, its contractors. employees, and agents, shall be familiar with all federal, state and local laws, ordinances, rules and regulations which in any manner affect those engaged or employed in the company, or the materials or equipment used in the company, or in any way affect the company, and no plea of misunderstanding will be considered upon account of the ignorance thereof. Fanch. its contractors, employees, and agents shall comply with all applicable federal, state, and local laws, rules, and regulations issued pursuant thereto. Fanch and the County have carefully reviewed this franchise and believe that all provisions hereof are in full compliance with all local, state, and federal laws and regulations in effect on the date of execution, including the Cable Acts. Fanch and the County shall also be entitled to all rights and be bound by all changes in local . state, and federal law which occur subsequent to the effective date of this Franchise Agreement. Fanch and the County acknowledge that their rights and obligations under this Franchise Agreement are explicitly subject to all such changes 33. NOTICES. Unless expressly otherwise agreed between the parties, every notice or response required by this Franchise to be served upon the Franchising Authority or the Grantee shall be in wnling, and shall be deemed to have been duly given to the required party five business days after having been posted in a properly sealed and correctly addressed envelope when hand delivered or sent by certified or registered mail, postage prepaid. The notices or responses to the County shall be addressed as follows: Weld County Board of County Commissioners P.O. Box 758 Greeley, Colorado 80632 The notices or responses to Fanch shall be addressed as follows: General Manager Intermountain Cable Comm 885 Parfet Street, Unit 2A Lakewood, Colorado 80215 The County and Fanch may designate such other address or addresses from time to time by giving written notice to the other. 34 CAPTIONS. The captions to Sections contained herein are intended solely to facilitate the reading thereof. Such captions shall not affect the meaning or interpretation of the text herein. 35. FORCE MAJEURE. Fanch shall not be held in default with the provisions of the franchise, nor suffer any enforcement or penalty relating thereto, where such noncompliance or alleged defaults are caused by reasons of force majeure. 19 9622172 36. TIME IS OF THE ESSENCE. Whenever the franchise sets forth any time for any act to be performed by either of the parties, such time shall be deemed to be of the essence of this franchise. 37. CONSTRUCTION AGREEMENT. This franchise shall be governed, construed, and enforced in accordance with the laws of the State of Colorado as amended, the Cable Acts as amended, and any applicable rules, regulations, and orders of the FCC and any other applicable local, state and federal laws, rules, regulations. legislation, or orders (as such now exist, are later amended or subsequently adopted). 38. 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. 39. ENTIRE AGREEMENT. This Franchise Agreement and all attachments 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. This Franchise Agreement can be amended, supplemented, modified, or changed only by an agreement in writing which makes specific reference to this franchise or to the appropriate attachment and which is signed on behalf of both parties 40. ACTIONS OF COUNTY OR FANCH. If any action by the County or Fanch mandated or permitted under the terms hereof, it shall act in a reasonable, expeditious, and timely manner. Furthermore, in any instance where approval or consent is required under the terms hereof, such approval or consent shall not be unreasonably withheld. 41 SEVERABILITY. If any section, sentence, paragraph, term or provision hereof is determined to be illegal, invalid, or unconstitutional, by any court of competent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such determination shall have no effect on the validity of any other section, sentence, paragraph, term, or provision hereof, all of which will remain in full force and effect for the term of the franchise. zn 962'7F IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be above written ATTE e iirt iiiidet Clerk t O unty Attorney BOARD OF COUNTY COMMISSIONERS FOR,WELD COUNTY L Chair of the Board of County Cornfnissioners/*4 Accepted BYCAi3i u;i:?,Cali CF ('(il-tJR.Ai,C L_.P. FANCH ATTEST: dha INTERMOUNTAIN CART F COMM BY. Ass i t tf etary Title Peter Locke Vice President G.ta.,,Ja 21 962F.:2 .ONMB NISI annoy 00Pn p1 nCA II U P 387 472 342 RECEIPT FOR CERTIFIED MAIL ne Ns.NZYV LUVNALE P4Ov JEe IT101 NTEaxa oNu aei 'See Re*e•sel AIye GENERAL MANAGER INTERMOUNTAIN CABLE COMM 885 PARFET ST. UNIT 2A LAKEWOOD, CO 80215 1-1 ne d Drinn,y Fee to,r uec+Yl .no.mg »m— ara Dare DeMa.d Helu•l aacppl&lo*, 3CIO F Dale n,J FJJress of Df ,i e rDTAI rosace aw rues A8 Pos:ma,u a• Fo e LL %)—;716 n 8 f P 8 aI � ppL 5 1b9= m E 6 le p U j I 65W02° m n u, CC <o ~ N W 0 $ wO • g ? azD rliFII a F -o a a z i d 1d c ! oLLo L E -Jo a€€.g re zwaw o ' ` °LyQ jY 0?m5 um Sg�D?5 a ` 6' : X u 2 � � b tWP Kwau eq uo pe e d oa SS3SOOV NN1113N AnoA h Y m C Z / 2 mr. COLORADO TO: Weld County Board of County Commissioners FROM: Cyndy Giauque_ Assistant Weld County Attorney DATE: December 10. 1996 RE: Joshua Cablevision'Fanch Communications Franchise Renewal The public hearing concerning the Joshua CablevisioniFanch Communications Cable television Franchise Renewal is currently scheduled for Wednesday. December 11. 1996. following the regular public meeting. Mike plciler is the Regional Manager for Fanch Cablevision of Colorado. The proposed Franchise Agreement that is being presented to the Board for consideration and approval substantially tracks the Franchise Agreements that have recently been approved for TCI and Scripps I toward, with provisions added to recognize that Fanch does not currently have some of the technical capabilities that TCI and Scripps Howard have available. The following are major points that may be addressed concerning the proposed Agreement: Joshua Cables. ision plans to transfer the cablevision company to ranch on or before December 31, 1996. Fanch has always owned an interest in Joshua, and now Fanch intends to purchase Joshua. Fanch appears as the franchise renewal applicant. The Franchise Agreement should therelbre become effective January I, 1997. 2. Fanch does not have a public access studio or facilities that could be made available to Weld County subscribers. \\'e has added a provision that if; in the 'Marc. parch does have such public access studios or facilities. then the studios or facilities shall he made available to Weld County subscribers. (p5, para 10 2) _. The service area is set up to include areas with a density of at least 50 dwelling units per lineal cable mile, until such time that Fanch has a subscriber base of at least 150 in the county, at which time the service area kill include areas with a density of at least 25 dwelling units per lineal cable mile. (p.5. para 9) 4. Fanch is currently not addressable. which means it currently does not have the ability to direct and receive communications only at reception points on the system authorized to receive such communications. There is a provision that if hanch's cable system becomes addressable. it will comply with the standards required by the other franchise agreements. (p.6. para 12.2) Fanch currently does not have standby power. If standby power should become 962262 c)7 n'7/ economically feasible for ranch in the future, there is a provision that Fanch will comply with the same standards required by the other franchise agreements. (P.6. para 12.4) 6. In the event of an emergency or disaster. Fanch has agreed to make available its facilities and personnel to the County to provide emergency information and instructions. pursuant to FCC requirements and regulations. The provision in previous franchise agreements for capability to transmit emergency alert signals using an audio and visual override, provided such equipment is available technologically. was deleted in this agreement. (p.7, pant 15.1) 7. The County set the performance bond at $2.000, in compliance with the Weld County Ordinance 94, 94-A, and 94-B. That provision is at p. 15. para 25. 8. P.17, para 26.6 provides that at the expiration of the franchise, Fanch shall remove the designated portions of the cable system at Fanch's expense from the County right of way. Fanch also has the right to sell its physical plant at fair market value to a subsequent franchisee. subject to County approval. in which case said plant need not he removed and Fanch shall continue to operate the Cable System during such interim period prior to sale. The term of the franchise agreement is tor 15 years from the effective date_ A copy of the proposed Franchise Agreement is attached for your information. 9622(.2 NOTICE DOCKET NO. 96-61 Pursuant to Weld County Ordinance No. 94, No. 94-A, and No. 94-B, a public hearing will be held in the Chambers of the Board of County Commissioners of Weld County, Colorado, in the First Floor Hearing Room, Weld County Centennial Center, 915 10th Street, Greeley, Colorado, at the time indicated below, for consideration of granting a franchise renewal to Joshua Cablevision, doing business as Intermountain Cable Comm, including non-exclusive rights to further construct or update a cable television system along the streets, alleys, and public ways of the County. Renewal application materials may be examined in the office of the Clerk to the Board of County Commissioners, located in the Weld County Centennial Center, 915 10th Street, Third Floor, Greeley, Colorado. Please contact the Clerk to the Board's Office at phone (970) 356-4000, Extension 4226, or fax (970) 352.0242 prior to the day of the hearing so that reasonable accommodations can be made if, in accordance with the Americans with Disabilities Act, you require special accommodations in order to participate in this hearing as a result of a disability. DATE: December 11, 1996 TIME: 9:00 a.m. REQUEST: Cable Television Franchise Renewal BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO BY: DONALD D. WARDEN WELD COUNTY CLERK TO THE BOARD BY: SHELLY K. MILLER DEPUTY CLERK TO THE BOARD DATED: November 18, 1996 PUBLISHED: November 21, 1996, in the South Weld Sun 9622c2 NOTICE DOCKET NC n41 Mre w W ne Carty pewit Na. 04, Na 0L/.. W Na 94-0. . ADO S.na vat. Mane* Chamber. a the W! I County Caner Darla at Wald Carry, CaNab, Intro Pro Hoer IWNO Roam. Wae Cant Carwl DRINK, 016 law w. Ora+ry. Cereee. r the ST. alen..e w. la rlmaaa d p^wK a Maww nave ul.. C.e mai, ✓ w0 'wino. as wna.a.l knoll. noioacluOno Woo It Who! aa.nn or weal. a wl. ww.wa w an. +a. Oran aarya ul Pot" Iola a w C«.1. Rowel 19µ.M miMai may Na .umvW it the alIW 4 N. Cwt le IS Owe al Carry Common No l o In to VAS Cwrq C. m'SI Cat, an IAA }wok 11il Rm. Or4041.CNMa P US w.b M CYM b IM Bcare. &aa M plant. (010) 260.4C00, toinan 42]0, alai 1YM19yy242 pd la M day OUR Kan. 66 .mr.W .ti can M I.n on. On to with Q.WY. An, yam u.O. Ondal .er mna.a. in awe PNM.n ww MWq a a a.5. SISSY. DATE Con I We TIME II OE am REQUEST Cad. Tnnenn FrW`. Ram: BOARD OF COUNTY COIW <CpERS WELD COUNTY. CClORADO BY DONALD 0 WARDEN WELD CQANTY CLEW( TO THE BOARD BY SHELLYF MILLER DEPUTY CLERK TO THE BOARD DATED Nawnn II. I NNO PUBLISOIEC- No.nbr 21, W96. n l m Sant. WOO tun 962'cz STATE OF COLORADO ) )s.s. COUNTY OF WELD Ruth Pelton-Roby, as manager of Pelton Publishing Company LLC, being duly sworn, states that it is publisher of the south Weld Sun, a weekly newspaper published in Keenesburg in said County and State; that said newspaper has a general circulation in said County and has been continuously and uninterruptedly published therein, during a period of at least fifty-two consecutive weeks prior to the first publication of the annexed notice; that said newspaper is a newspaper within the meaning of the act of the General Assembly of the State of Colorado, entitled "An Act to regulate the printing of legal notices and advertisements," and amendments thereto; that the notice of which the annexed is a printed copy taken from said newspaper, was published in said newspaper, and in the regular and entire issue of every number thereof, once a week for I successive weeks; that said notice was so published in said newspaper proper and not in any supplement thereof, and that the first publication of said notice as aforesaid, was on the - day of 1UC , 1996, and the last on the L day of 1\'!1' , 1996. PELTOtf ICIN COMPANY LLC 9Y: (� )�� .i Ruth Pelton-Roby, Manager Subscribed and sworn to before me this .;',,,(day of , 1996. Notary Public +�Jt tt444,44 �'K 6 A A L D ,~ • My Commission Expfres March 15. ?M NOTARY, a.ee.o g POOL 1C.. o ' o or;Co- ,r 9627 2 Hello