The URL can be used to link to this page

Browse Search

Home My WebLink About20081159.tiff RESOLUTION RE: GRANT CABLE TELEVISION FRANCHISE TO, AND APPROVE CABLE FRANCHISE AGREEMENT WITH,COMCAST OF COLORADO IV,LLC,COMCAST OF COLORADO I, LLC, AND COMCAST OF CALIFORNIA/COLORADO/WASHINGTON I, INC., 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,the Board has been presented with a Cable Franchise Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and Comcast of Colorado IV, LLC, Comcast of Colorado I, LLC, and Comcast of California/Colorado/Washington I, Inc., with terms and conditions being as stated in said agreement, and WHEREAS, on April 21, 2008, a hearing was held before the Board of County Commissioners to consider the Cable Franchise Agreement with Comcast of Colorado IV, LLC, Comcast of Colorado I, LLC, and Comcast of California/Colorado/Washington I, Inc., and WHEREAS, Janet Rinaldi, 434 Kimbark Street, Longmont, Colorado 80501, representing Comcast of Colorado IV, LLC, Comcast of Colorado I, LLC, and Comcast of California/Colorado/Washington I, Inc., was present at said hearing, 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 the matter, and, having been fully informed, deems it advisable to grant said Franchise and approve said Cable 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 Franchise Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,and Comcast of Colorado IV, LLC, Comcast of Colorado I, LLC, and Comcast of California/Colorado/Washington I, Inc., be,and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. 2008-1159 ORD94 0. 0 Gorr,cosi- 0-,A6 OS/Ling---/ CABLE TELEVISION FRANCHISE - COMCAST OF COLORADO IV, LLC, COMCAST OF COLORADO I, LLC, AND COMCAST OF CALIFORNIA/COLORADO/WASHINGTON I, INC. PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 21st day of April, A.D., 2008. BOARD OF COUNTY COMMISSIONERS 4eWELD COUNTY, COLORADO ATTEST: EXCUSED W' 'am H. Jerke, Chair Weld County Clerk to the Boo a / � �� Roikert D. Ma en, Pro-Tem BY: Oft - De ty Cle to the Boa !Wil • jm F. Garcia APPROVED AS TO FORM: E - David E. Long / Cou Attorn 5'SiCE ougl Radema her Date of signature: 2008-1159 ORD94 WELD COUNTY, COLORADO CABLE TELEVISION FRANCHISE 2008-1159 CABLE TELEVISION FRANCHISE This Cable Television Franchise ("Franchise") is entered into in Weld County, Colorado, this day of , 2008, by and between the County of Weld, a political subdivision of the State of Colorado, by and through its Board of County Commissioners of the County of Weld, (hereinafter "County") and Comcast of Colorado IV, LLC, Comcast of Colorado I, LLC, and Comcast of Califomia/Colorado/Washington I, Inc. (hereinafter collectively referred to as "Grantee"). The County and Grantee are sometimes referred to hereinafter collectively as the "parties." WHEREAS, the County has reviewed Grantee's performance under the prior franchise and the quality of service during the prior franchise term, has identified the future cable-related needs and interests of the County and its citizens, has considered the financial, technical and legal qualifications of Grantee, and has determined that Grantee's plans for operating and maintaining its cable system are adequate, in a full public proceeding affording due process to all concerned; and WHEREAS, the public has had adequate notice and opportunity to comment on Grantee's proposal to provide cable service within the County; and WHEREAS, the County has a legitimate and necessary regulatory role in ensuring the availability of state-of-the-art cable communications service, the high technical capability and reliability of a cable system in the franchise area, the availability of local programming and quality customer service; and WHEREAS, diversity in cable service is an important policy goal and the Grantee's cable system should offer a broad range of programming services; and WHEREAS, flexibility to respond to changes in technology and subscriber interests within the cable service market should be an essential characteristic of this Franchise; and WHEREAS, the County is authorized by applicable law to grant one or more nonexclusive franchises to construct, operate and maintain a cable system or systems within the boundaries of the County. NOW, THEREFORE, in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the County and Grantee do hereby agree as follows: SECTION 1. DEFINITIONS For the purposes of this Franchise and the Exhibits attached hereto, the following terms, phrases, words and their derivations shall have the meanings given herein. When not inconsistent with the 1 context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Words not defined shall be given their common and ordinary meaning. The word"shall" is always mandatory and not merely directory. 1.1 "Additional Subscriber Service Or Additional Service" means any Cable Service, other than Basic Service, provided by the Grantee to its Subscribers, directly or as a carrier for its subsidiaries, Affiliates or any other Person engaged in Cable Services, including, but not limited to, pay television signals and home shopping. 1.2 "Affiliate" when used in connection with Grantee means any Person who owns or controls, is owned or controlled by, or is under common ownership or control with, Grantee. 1.3 "Bad Debt" means amounts lawfully owed by a Subscriber and accrued as revenues on the books of Grantee, but not collected after reasonable efforts by Grantee. 1.4 "Basic Service" means the Cable Service tier which includes, at a minimum, the retransmission of local television broadcast signals. 1.5 "Broadcast Signal" means a television or radio signal transmitted over the air to a wide geographic audience, and received by an antenna, microwave, satellite dishes or any other means. 1.6 "Cable Act" means the Cable Communications Policy Act of 1984, as amended by the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996, and any future amendments thereto. 1.7 "Cable Operator" means any Person or groups of Persons, including Grantee, who provides Cable Service over the Cable System and directly or through one or more Affiliates owns a significant interest in such Cable System or who otherwise control(s) or is(are) responsible for, through any arrangement,the management and operation of such a Cable System. 1.8 "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 use of such Video Programming or other programming service. 1.9 "Channel" means a portion of the electromagnetic frequency spectrum which is used in a Cable System and which is capable of delivering a television channel (as television channel is defined by the Commission by regulation). 1.10 "County" means the County of Weld, Colorado, a political subdivision of the State of Colorado. 1.11 "Dwelling Unit" means any residential building, or each portion thereof that constitutes a separate, independent living facility, used or intended to be used for living and sleeping, and that is 2 designed for residential occupancy. Buildings with more than one set of separate, independent facilities for living and sleeping shall be considered Multiple Dwelling Units unless the additional facilities are clearly accessory. 1.12 "Expanded Basic Service" means the level of cable programming services received by most Subscribers above Basic Service, and does not include for example, premium, or pay-per-view services. 1.13 "FCC" means the Federal Communications Commission or its lawful successor. 1.14 "Franchise" means the document in which this definition appears, which is executed between the County and Grantee, containing the specific provisions of the authorization granted and the contractual agreement created hereby. 1.15 "Franchise Area" means the unincorporated area within the jurisdictional boundaries of the County and which is further described in the attached Exhibit "A." 1.16 "GAAP" means generally accepted accounting principles. 1.17 "Grantee" means Comcast of Colorado IV, LLC, Comcast of Colorado I, LLC, and Comcast of California/Colorado/Washington I, Inc. or their lawful successors, transferees or assignees, as transferees and assignees are provided for in Section 14 of this Franchise. 1.18 "Gross Revenues" means all revenue derived by the Grantee as determined in accordance with GAAP from the operation of Grantee's Cable System to provide Cable Services in the Franchise Area. Gross Revenues include, by way of illustration and not limitation, monthly fees charged Subscribers for Cable Services including Basic Service, Expanded Basic Service, digital service, other tiers of Cable Service and Premium Services; Cable Service installation, disconnection, reconnection and change-in-service fees, Leased Access Channel fees, lease payments for use of the Cable System, late fees and administrative fees; payments or other consideration received by the Grantee from programmers for carriage of Cable Services on the Cable System and accounted for as revenue under GAAP; revenues from rentals of converters or other Cable System equipment, net advertising sales revenues consistent with GAAP, revenues from program guides; additional outlet fees, Franchise Fees, and revenues from home shopping. Gross Revenues shall not include (i) Bad Debt, provided, however, that all or part of any such Bad Debt that is written off but subsequently collected shall be included in Gross Revenues in the period collected; or (ii) any taxes on services furnished by the Grantee which are imposed directly on any Subscriber or user by the State, County or other governmental unit and which are collected by the Grantee on behalf of said governmental unit. The Franchise Fees are not such a tax, and are therefore included in Gross Revenues. 1.19 "Headend" means any facility for signal reception and dissemination on the System, including cables, antennas, wires, satellite dishes, monitors, switchers, modulators, processors and other related equipment. 3 1.20 "Interconnect" or "Interconnection" means the linking of the System with another contiguous cable system, including technical, engineering, physical, financial and other necessary components to accomplish, complete and adequately maintain such linking, in a manner to permit the transmission and receiving of Access programming between the System and other cable systems. 1.21 "Leased Access Channel" means any Channel or portion of a Channel commercially available for programming in accordance with Section 612 of the Cable Act. 1.22 "Pay-Per-View Service" or "Premium Service" means Video Programming or other programming service choices (such as movie Channels) offered to Subscribers on a per-Channel, per-program or per-event basis. 1.23 "Person" means any individual, sole proprietorship, partnership,joint venture, association, corporation or limited liability Grantee, or any other form of entity or organization. 1.24 "Residential Subscriber" means any Person who lawfully receives Cable Service delivered to Dwelling Units or Multiple Dwelling Units, excluding such Multiple Dwelling Units billed on a bulk-billing basis. 1.25 "Right-of-Way" or "Rights-of-Way" means land acquired or dedicated to the public or hereafter dedicated to the public for public streets or roads, highways, avenues, lanes, alleys, bridges, sidewalks, easements and other similar public property located within the Franchise Area. 1.26 "School" means any state accredited public and private educational institution including, for example, primary and secondary schools (K-12), community colleges and universities. 1.27 "Standard Installation" means a connection extending no more than one hundred twenty- five (125) feet from the potential Subscriber's exterior demarcation point to the point on the Cable System from which Cable Service can be provided to the Subscriber. In no circumstance will an installation be considered a Standard Installation if obstructions or other ground conditions require the Grantee to bore to complete the installation. 1.28 "State" means the State of Colorado. 1.29 "Subscriber" means any Person who lawfully receives Cable Service provided by Grantee by means of the System with Grantee's express permission. 1.30 "System" or "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 4 within a community, but such term does not include (1) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (2) a facility that serves Subscribers without using any public right-of-way; (3) a facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the federal Communications Act (47 U.S.C. 201 et seq.), except that such facility shall be considered a cable system (other than for purposes of 47 U.S.C. 541(c)) to the extent such facility is used in the transmission of Video Programming directly to Subscribers, unless the extent of such use is solely to provide interactive on-demand services; (4) an open video system that complies with 47 U.S.C. 573 and federal regulations; or (5) any facilities of any electric utility used solely for operating its electric utility systems. When used herein, System or Cable System refers to Grantee's Cable System in the franchise area. 1.31 "Tier" means a category of Cable Services provided by the Grantee for which a separate periodic rate is charged. 1.32 "Upstream" means carrying a transmission to the headend from remote points on the System or from Interconnection points on the System. 1.33 "Video Programming" means programming provided by, or generally considered comparable to programming provided by, a television broadcast station. 1.34 "Weld County Code" or "the Code" means the Weld County Code. This Franchise shall be subject to the provisions set forth in Article 1, Title 11 of the Code, unless the terms set forth in this document conflict with the Code provisions, in which case the terms of this document shall control. SECTION 2. GRANT OF FRANCHISE 2.1 Grant (A) The County hereby grants to Grantee a nonexclusive and revocable authorization to make reasonable and lawful use of the rights-of-way within the Franchise Area to construct, operate, maintain and reconstruct a System for the purpose of providing Cable Services, subject to the terms and conditions set forth in this Franchise. (B) Grantee, through this Franchise, is granted the right to operate its System using the rights-of-way within the Franchise Area. Such use must be in compliance with the Code. In the event of a conflict between the Code and this Franchise, the Franchise shall control. Additionally, nothing in this Franchise shall be deemed to waive the requirements of ordinances of general applicability lawfully enacted, or hereafter lawfully enacted, by the County. (C) This Franchise shall not be interpreted to prevent the County from lawfully imposing additional conditions, including additional compensation conditions for use of the rights- of-way, should Grantee provide service other than Cable Service. 5 (D) Grantee promises and guarantees, as a condition of exercising the privileges granted by this Franchise, that any Affiliate of the Grantee offering Cable Service in the Franchise Area, or directly involved in the management or operation of the System in the Franchise Area, will also comply with the terms and conditions of this Franchise. (E) No rights shall pass to Grantee by implication. Without limiting the foregoing, by way of example and not limitation, this Franchise shall not include or be a substitute for: (1) Any other permit or authorization required for the privilege of transacting and carrying on a business within the County that may be required by the ordinances and laws of the County; (2) Any permit, agreement or authorization required by the County for Rights- of-Way users in connection with operations on or in Rights-of-Way or public property including, by way of example and not limitation, street cut permits; or (3) Any permits or agreements for occupying any other property of the County or private entities to which access is not specifically granted by this Franchise including, without limitation, permits and agreements for placing devices on poles, in conduits or in or on other structures. (F) This Franchise is intended to convey limited rights and interests only as to those Rights-of-Ways in which the County has an actual interest. It is not a warranty of title or interest in any Rights-of-Way; it does not provide the Grantee with any interest in any particular location within the Rights-of-Way; and it does not confer rights other than as expressly provided in the grant hereof. (G) This Franchise expressly authorizes Grantee to provide only Cable Services, and to construct, operate or maintain Cable Service facilities. This Franchise is not a bar to the imposition of any lawful conditions on Grantee with respect to non-Cable services, whether similar, different or the same as the conditions specified herein. This Franchise does not relieve Grantee of any obligation it may have to obtain from the County any such authorization that may lawfully be required in order to provide non-Cable services or relieve Grantee of its obligation to comply with any such authorization(s) that may be lawfully required. However, this Agreement shall not be read as a concession by Grantee that it needs authority to provide non-Cable Services. 2.2 Use of Rights-of-Way (A) Subject to the County's regulatory authority, Grantee may erect, install, construct, repair, replace, reconstruct, and retain in, on, over, under, upon, across, and along the Rights-of- Way within the Franchise Area, such wires, cables (both coaxial and fiber optic), conductors, ducts, conduit, vaults, manholes, amplifiers, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of the System for the provision of Cable Services within the Franchise Area. 6 (B) Grantee must follow County-established requirements for placement of System facilities in the Rights-of-Way, and must install and maintain System facilities in a manner that minimizes interference with the use of the Right-of-Way by others, including others that may be installing communications facilities. Within parameters reasonably related to the County's role in protecting the public health, safety and welfare, the County may require that System facilities be installed at a particular time, at a specific place or in a particular manner as a condition of access to a particular Right-of-Way; may deny access if Grantee is not willing to comply with the County's requirements; and, subject to giving Grantee reasonable prior written notice and an opportunity to take the requisite corrective action, may remove, or require removal of, any facility that is not installed in compliance with the requirements established by the County, or which is installed without prior County approval and charge Grantee for all of the reasonable costs associated with removal; and may require Grantee to cooperate with others to minimize adverse impacts on the Rights-of-Way through joint trenching and other arrangements. 2.3 Duration The term of this Franchise and all rights, privileges, obligations and restrictions pertaining thereto shall be ten (10) years from the effective date of this Franchise, unless terminated as hereinafter provided. 2.4 Effective Date (A) This Franchise and the rights, privileges, and authority granted hereunder and the contractual relationship established hereby shall take effect and be in force from and after the effective date of this Franchise. (B) The effective date of this Franchise shall be the latter of the dates on which it is accepted in writing by Grantee and the County. (C) The grant of this Franchise shall have no effect on the Grantee's duty under the prior franchise to indemnify or insure the County against acts and omissions occurring during the period that the prior franchise was in effect, nor shall it have any effect upon Grantee's liability to pay all Franchise Fees which were due and owed under the prior franchise. 2.5 Franchise Nonexclusive This Franchise shall be nonexclusive, and subject to all prior rights, interests, easements, permits or licenses granted by the County to any Person to use any property for any purpose whatsoever, including the right of the County to use the same for any purpose it deems fit, including the same or similar purposes allowed Grantee hereunder. The County may at any time grant authorization to use the Rights-of-Way for any purpose not incompatible with Grantee's authority under this Franchise and for such additional franchises for cable systems as the County deems appropriate. 2.6 Competitive Equity (A)The Grantee acknowledges and agrees that the County reserves the right to grant one (1) or more additional franchises or other similar lawful authorization to provide Cable Services within the Franchise Area; provided, the County agrees that it shall amend this 7 Franchise to include any material terms or conditions that it makes available to the new entrant within ninety (90) days of the Grantee's request, so as to insure that the regulatory and financial burdens on each entity are materially equivalent. "Material terms and conditions" include, but are not limited to: Franchise Fees; insurance; System build-out requirements; security instruments; Public, Education and Government access Channels and support; customer service standards; required reports and related record keeping; and notice and opportunity to cure breaches. The parties agree that this provision shall not require a word for word identical franchise or authorization for a competitive entity so long as the regulatory and financial burdens on each entity are materially equivalent. If the County grants any such additional or competitive franchise, Video programming services delivered over wireless broadband networks are specifically exempted from the requirements of this Section. (B)Notwithstanding any provision to the contrary, at any time prior to the commencement of the Grantee's thirty-six (36) month renewal window provided by Section 626 of the Cable Act, that a non-wireless facilities based entity, legally authorized by state or federal law, makes available for purchase by Subscribers or customers, Cable Services or multiple Channels of Video Programming within the Franchise Area without a franchise or other similar lawful authorization granted by the County, then the term of Grantee's Franchise shall, upon ninety (90) days written notice from Grantee, be shortened so that the Franchise shall be deemed to expire on a date thirty six (36) months from the first day of the month following the date of Grantee's notice. Grantee shall immediately thereafter secure franchise renewal rights pursuant to Section 626 of the Cable Act with no further notice to the County required. The County and Grantee shall then enter into proceedings consistent with Section 626 for renewal of this Franchise. The County and Grantee shall have all rights and obligations provided under said Section 626. (C)Notwithstanding any provision to the contrary, should any non-wireless facilities based entity provide Cable Service within the Franchise Area during the term of this Franchise without a franchise granted by the County, then Grantee may assert, at Grantee's option, that this Franchise is rendered "commercially impracticable," and invoke the modification procedures set forth in Section 625 of the Cable Act. 2.7 Familiarity with Franchise Grantee acknowledges and warrants by acceptance of the rights, privileges and agreement granted herein, that it has carefully read and fully comprehends the terms and conditions of this Franchise and is willing to and does accept all lawful and reasonable risks of the meaning of the provisions, terms and conditions herein. The Grantee further acknowledges and states that it has fully studied and considered the requirements and provisions of this Franchise, and finds that the same are commercially practicable at this time. 2.8 Effect of Acceptance By accepting the Franchise, the Grantee: (1) acknowledges and accepts the County's legal right to issue and enforce the Franchise; (2) agrees that it will not oppose the County's intervening, to the 8 extent that the County is legally entitled to do so, in any legal or regulatory proceeding affecting the Cable System; (3) accepts and agrees to comply with each and every provision of this Franchise subject to applicable law; and (4) agrees that the Franchise was granted pursuant to processes and procedures consistent with applicable law, and that it will not raise any claim to the contrary. 2.9 Police Powers In accepting this Franchise, Grantee 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 Grantee agrees to comply with all applicable general laws and ordinances lawfully enacted by the County pursuant to such power. SECTION 3. FRANCHISE FEES AND FINANCIAL CONTROLS 3.1 Franchise Fees As compensation for the use of the County's Rights-of-Way, Grantee shall pay as a Franchise Fee to the County, throughout the duration of this Franchise, an amount equal to five percent (5%) of Grantee's Gross Revenues. Accrual of such Franchise Fees shall commence as of the Effective Date of this Franchise. 3.2 Payments Grantee's Franchise Fee payments to the County shall be computed quarterly for the preceding calendar quarter ending March 31, June 30, September 30, and December 31. Each quarterly payment shall be due and payable no later than forty-five (45) days after said dates. 3.3 Acceptance of Payment No acceptance of any payment shall be construed as an accord by the County that the amount paid is, in fact, the correct amount, nor shall any acceptance of payments be construed as a release of any claim the County may have for further or additional sums payable or for the performance of any other obligation of Grantee. 3.4 Franchise Fee Reports Each payment shall be accompanied by a statement in summarized form of Grantee's Gross Revenues and the computation of the payment amount. 3.5 Audits On a maximum annual basis, upon thirty (30) days prior written notice, the County shall have the right to conduct an independent audit of Grantee's records reasonably related to the enforcement of this Franchise and to recompute any amounts determined to be payable under this Franchise in accordance with GAAP. If Grantee cooperates in making all relevant records available to the County, the County will attempt to complete each audit within six (6) months. Any additional undisputed amounts due to the County as a result of the audit shall be paid within thirty (30) days following written notice to the Grantee by the County, which notice shall include a copy of the audit findings. If the audit shows that franchise fees have been underpaid by five percent (5%) or 9 more in a calendar year, Grantee shall pay for the cost of the audit, such cost not to exceed $5,000 for each year of the audit period. 3.6 Financial Records Grantee agrees to meet with a representative of the County within twenty-one (21) days of the County's advance written request to review Grantee's methodology of record-keeping, financial reporting, the computing of franchise fee obligations and other procedures, the understanding of which the County deems necessary for reviewing reports and records that are relevant to the enforcement of this Franchise. 3.7 Late Payments In the event any payment due the County is not received within forty-five (45) days from the end of the calendar quarter, Grantee shall pay, in addition to the amount due, interest on the amount due at the prime rate as listed in the Wall Street Journal on the date the payment was due, calculated from the date the payment was originally due until the date the County receives the payment. As used in this section and section 3.8, "prime rate" shall be the rate calculated by using the base rate on corporate loans posted by at least seventy five (75)percent of the nation's thirty(30) largest banks. 3.8 Underpayments If a Franchise Fee underpayment is discovered as the result of an audit, Grantee shall pay, in addition to the amount due, interest at the prime rate as listed in the Wall Street Journal on the date the payment was due, compounded quarterly, calculated from the date the underpayment was originally due until the date the County receives the payment. This interest on late payment shall not be included in the five percent(5%)threshold referenced above in Section 3.5. 3.9 Maximum Franchise Fees The parties acknowledge that, at present, applicable federal law limits the County to collection of a Franchise Fee of five percent (5%) of Gross Revenues in a 12-month period. In the event that at any time throughout the term of this Franchise, the County is authorized to collect an amount in excess of five percent (5%) of Gross Revenues and the County elects to do so, then this Franchise shall be amended by the parties consistent with such change to provide that such excess amount shall be added to the Franchise Fee payments to be paid by Grantee to the County hereunder. Provided, however, that if federal law permits a higher Franchise Fee, Grantee's Franchise Fee obligations may not be increased unless the same increase is imposed upon other entities holding Cable Franchises in the County. Such increase shall go into effect no less than ninety (90) days after the County notifies Grantee in writing of its election to collect the allowed higher Franchise Fee amount. 3.10 Additional Commitments Not Franchise Fees No term or condition in this Franchise shall in any way modify or affect Grantee's obligation to pay Franchise Fees. Although the total sum of Franchise Fee payments and additional commitments set forth elsewhere in this Franchise may total more than five percent (5%) of Grantee's Gross Revenues in any 12-month period, Grantee agrees that the additional commitments herein are not 10 Franchise Fees, nor are they to be offset or credited against any Franchise Fee payments due to the County, nor do they represent an increase in Franchise Fees to be passed through to Subscribers. 3.11 Alternative Compensation In the event the obligation of Grantee to compensate the County through Franchise Fee payments is lawfully suspended or eliminated, in whole or part, then Grantee shall pay to the County compensation as allowed by applicable law. 3.12 Payment on Termination If this Franchise terminates for any reason, the Grantee shall file with the County within ninety (90) days of the date of the termination, a financial statement, certified by an independent certified public accountant, showing the Gross Revenues received by the Grantee since the end of the previous year. Within forty-five (45) days of the filing of the certified statement with the County, Grantee shall pay any undisputed unpaid amounts as indicated. If the Grantee fails to pay its remaining financial obligations as required in this Franchise, the County may satisfy the same by utilizing the funds available in the security provided by the Grantee in accordance with procedures set forth herein. 3.13 Tax Liability The Franchise Fees shall be in addition to any and all taxes or other levies or assessments which are now or hereafter required to be paid by businesses in general by any law of the County, the State or the United States including, without limitation, sales, use, utility, occupation and other taxes, business license fees or other payments. Payment of the Franchise Fees under this Franchise shall not exempt Grantee from the payment of any other license fee, permit fee, tax or charge on the business, occupation, property or income of Grantee that may be lawfully imposed by the County. Any other license fees, taxes or charges shall be of general applicability in nature and shall not be levied against Grantee solely because of its status as a Cable Operator, or against Subscribers, solely because of their status as such. 3.14 Bundling of Cable and Non-Cable Services The County recognizes that Grantee, at its sole discretion, may allocate revenue between Cable Services (which are subject to the Franchise Fee) and non-Cable Services (which are not subject to the Franchise Fee but may be subject to other fees and/or taxes) on bundled packages of services. No allocation shall have the effect of remitting an unfair or unlawfully disproportionate payment of Franchise Fees to County. In the event that the County believes that Grantee's allocation methodology violates the preceding section, the County and the Grantee shall meet upon advance notice from the County to discuss and resolve the County's concerns. If the County and the Grantee cannot agree on the matter within a reasonable period of time, the County and the Grantee shall submit the matter to a mutually agreeable third party for mediation. The cost of the mediation shall be shared equally between the County and the Grantee. If the County and the Grantee are unable to mutually agree on a mediator, then either the County or the Grantee can bring the matter to a court of competent jurisdiction, or pursue any other remedies available to them in this Franchise or by law. 11 SECTION 4. ADMINISTRATION AND REGULATION 4.1 Authority The County shall be vested with the power and right to administer and enforce the requirements of this Franchise and the regulations and requirements of applicable law, including the Cable Act, or to delegate that power and right, or any part thereof, to the extent permitted under law, to any agent in the sole discretion of the County. The Grantee and the County shall be entitled to all rights and be bound by all changes in State and federal law that occur subsequent to the effective date of this Franchise. The Grantee and the County acknowledge that their rights and obligations under this Franchise are explicitly subject to all such changes. 4.2 Rate Regulation All of Grantee's rates and charges related to or regarding Cable Services shall be subject to regulation by the County to the full extent authorized by applicable federal, State and local laws. 4.3 No Rate Discrimination All of Grantee rates and charges shall be published (in the form of a publicly-available rate card), and shall be nondiscriminatory for all Persons of similar classes, under similar circumstances and conditions, and residing in the same geographic location within the Franchise Area. Grantee shall permit subscribers to make any in-residence connections the subscriber chooses without additional charge and without penalizing the Subscriber therefor. However, if any in-home connection requires service from Grantee due to poor signal quality, signal leakage or other factors, caused by improper installation of such in-home wiring or faulty materials of such in-home wiring, the subscriber may be charged appropriate service charges by Grantee. Nothing herein shall be construed to prohibit: (A) The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns; (B) The offering of reasonable discounts to similarly situated Persons; (C) The offering of bulk discounts for Multiple Dwelling Units; or (D) The offering of reasonable discounts to senior citizens or economically disadvantaged citizens. 4.4 Leased Access Channel Rates Grantee 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 Section 612 of the Cable Act. 4.5 Late Fees 12 (A) For purposes of this subsection, any assessment, charge, cost, fee or sum, however characterized, that the Grantee imposes upon a Subscriber solely for late payment of a bill is a late fee and shall be applied in accordance with applicable local, State and federal laws. (B) The Grantee's late fee and disconnection policies and practices shall be nondiscriminatory, and such policies and practices, and any fees imposed pursuant to this subsection, shall apply equally in all parts of the County without regard to the neighborhood or income level of the subscribers. (C) Nothing in this subsection shall be deemed to create, limit or otherwise affect the ability of the Grantee to impose other assessments, charges, fees or sums other than those permitted by this subsection, for the Grantee's other services or activities it performs in compliance with applicable law, including FCC law, rule or regulation. 4.6 Reserved Authority The County reserves all of its rights and authority arising from the Cable Act and any other relevant provisions of federal, state or local laws. 4.7 Time Limits Strictly Construed Whenever this Franchise sets forth a time for any act to be performed by Grantee, such time shall be deemed to be of the essence, and any failure of Grantee to perform within the allotted time may be considered a breach of this Franchise. SECTION 5. INDEMNIFICATION AND INSURANCE REQUIREMENTS 5.1 Indemnification (A) General Indemnification. Grantee shall indemnify, defend and hold harmless the County, the Board of County Commissioners, and any officers, officials, boards, commissions, agents and employees from any action, claim, damage, loss, liability, cost or expense, including court and appeal costs and attorneys' fees and expenses, arising from the death of or injury to any Person, casualty or accident to equipment or property arising out of, or by reason of, any construction, excavation, operation, maintenance, repair, reconstruction, upgrade, rebuild, upkeep or removal of the Cable System, by or for Grantee, its agents or employees, or by reason of any neglect or omission of Grantee, its agents or employees. (B) Procedures and Defense. The County shall give the Grantee written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. If a claim or action arises, the County or any other indemnified party shall then tender the defense of the claim to Grantee, which defense shall be at Grantee's expense. The County may participate in the defense of a claim at its own cost. Grantee shall provide the County notice of any settlement of claims affecting the County. 13 (C) Grantee's Duties. The fact that Grantee carries out any activities under this Franchise through independent contractors shall not constitute an avoidance of or defense to Grantee's duties of defense and indemnification under this Section. (D) Expenses. If separate representation to fully protect the interests of both parties is necessary, such as a conflict of interest between the County and the counsel selected by Grantee to represent the County, Grantee shall pay the expenses incurred by the County in defending itself with regard to any action, suit or proceeding indemnified by Grantee. The County's expenses shall include all out-of-pocket expenses, such as consultants' fees, and shall also include the reasonable value of any services rendered by the County Attorney or his/her assistants or any employees of the County or its agents, but shall not include outside attorney's fees for services that are unnecessarily duplicative of services provided the County by Grantee. 5.2 Insurance Requirements (A) General Requirement. Grantee must have adequate insurance during the entire term of this Franchise (and for a period of twelve [12] months thereafter) to protect the County against claims for death or injuries to Persons or damages to property or equipment which in any way relate to, arise from or are connected with this Franchise, or involve Grantee, its agents, representatives, contractors, subcontractors and their employees. (B) Minimum Insurance Limits. Grantee must keep insurance in effect in accordance with the minimum insurance limits herein set forth: (1) Commercial General Liability: Three million dollars($3,000,000) aggregate limit per occurrence for bodily injury,personal injury and property damage. (2) Automobile Liability: Three million dollars ($3,000,000) combined single limit per accident for bodily injury and property damage. (3) Employer's Liability: Two million dollars ($2,000,000). (4) Workers Compensation Insurance: In accordance with State law requirements. (5) Excess Liability or Umbrella Coverage: Five million dollars($5,000,000). C. Endorsements. (1) All policies shall contain, or shall be endorsed so that: (a) The County shall be designated as an additional named insured; (b) The Grantee's insurance coverage shall be primary insurance with respect to the County, County Commissioners, and any officers, officials, 14 boards, commissions, employees and agents. Any insurance or self- insurance maintained by the County, County Commissioners, and any officers, officials, boards, commissions, employees and agents shall be in excess of the Grantee's insurance and shall not contribute to it; and (c) The policy shall contain a severability of interests provision. Grantee's insurance shall apply separately to each insured against whom a claim is made or lawsuit is brought, except with respect to the limits of the insurer's liability. (2) The insurance provided herein shall not be cancelled or the limits reduced so as to be out of compliance with the requirements of this Section without thirty (30) days written notice first being given to the County. If the insurance is cancelled or reduced in coverage, Grantee shall provide a replacement policy. (D) Acceptability of Insurers. The insurance obtained by Grantee shall be placed with insurers with a Best's rating of no less than "A- VII". (E) Verification of Coverage. The Grantee shall furnish the County with certificates of insurance. The certificate for each insurance policy is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate for each insurance policy must be on standard forms or on such forms as are consistent with standard industry practices, and are to be provided to the County upon acceptance of this Franchise by Grantee. The Grantee hereby warrants that its insurance policies satisfy the requirements of this Franchise. (F) No Limitation. Grantee's maintenance of insurance policies required by this Franchise shall not be construed to excuse unfaithful performance by Grantee or limit the liability of Grantee to the coverage provided in the insurance policies, or otherwise limit the County's recourse to any other remedy available at law or in equity. 5.4 Performance Bond (A) Upon the Effective Date of this Franchise, Grantee shall provide a payment and performance bond to ensure the faithful performance of its responsibilities under this Franchise and applicable federal law, including, by way of example and not limitation, its obligations to relocate and remove its facilities, restore County Rights-of-Way and other property, and its obligations to pay the County sums due under the terms of the Franchise. The amount of the payment and performance bond shall be five thousand dollars ($5,000). (B) Grantee's maintenance of such performance guarantee collateral shall not be construed to excuse unfaithful performance by Grantee, or limit the liability of Grantee to the amount of the collateral, or otherwise limit the County's recourse to any other remedy available at law or in equity. SECTION 6. CUSTOMER SERVICE 15 6.1 Customer Service Standards Grantee shall comply with Customer Service Standards set forth in the Code and those incorporated into this Agreement as Exhibit "B." Grantee reserves the right to challenge any customer service standard that it believes is inconsistent with its rights under federal law or its contractual rights under this Franchise. 6.2 Subscriber Privacy Grantee will comply with privacy rights of subscribers in accordance with federal, and State laws. SECTION 7. REPORTS AND RECORDS 7.1 Open Records The County shall have access to, and the right to inspect, any books and records of Grantee and its Affiliates which are reasonably related to the enforcement of the provisions of this Franchise. Grantee shall not deny the County access to any of Grantee's records on the basis that Grantee's records are under the control of any Affiliate. The County may, in writing, request copies of any such records or books, and Grantee shall provide such copies within thirty (30) days of the transmittal of such request. One copy of all reports and records required under this or any other Section shall be furnished to the County at the sole expense of Grantee. If the requested books and records are too voluminous, or for security reasons cannot be copied or removed, then Grantee may request that the County inspect them at Grantee's local office. If any books or records of Grantee are not kept in a local office and not made available in copies to the County upon written request as set forth above, and if the County determines that an examination of such records is necessary for the enforcement of this Franchise, then all reasonable travel expenses incurred in making such examination shall be paid by Grantee. 7.2 Confidentiality The County agrees to keep confidential any proprietary or confidential books or records of Grantee to the extent permitted by law. Grantee shall be responsible for clearly and conspicuously identifying the records as confidential or proprietary, and shall provide a brief written explanation as to why such information is confidential or proprietary and how it may be treated as such under State, local, or federal law. If the County receives a demand from any Person for disclosure of any information designated by Grantee as confidential, the County shall, so far as consistent with applicable law, advise Grantee and provide Grantee with a copy of any written request by the Person demanding access to such information within a reasonable time. Until otherwise ordered by a court or agency of competent jurisdiction, the County agrees that, to the extent permitted by State, local, and federal law, it shall deny access to any of Grantee's books and records marked confidential as set forth above. Nothing in this Section 7.2 shall limit the right of the Grantee to contest disclosure or submission to a third party as required by law or to a government agency or regulatory body asserting jurisdiction over it or such subject matter. 7.3 Maps and Records Required Grantee shall provide to the County, upon written request: 16 (A) A complete set of route maps maps showing the general location of Cable System lines and facilities in the Right-of-Way, but excluding detail on proprietary electronics or other proprietary information related to Grantee's specific design of the Cable System; (B) A copy of all FCC filings which relate to the operation of the System in the franchise area; (C) A list of Grantee's Cable Services, rates and Channel line-up; (D) A compilation and log of escalated Subscriber complaints referred by the County, actions taken and resolution; and (E) A Phone activity report demonstrating compliance with Section 3 (B) (4) and 3 (B) (6)of the Customer Service Standards incorporated into this agreement as Exhibit B. 7.4 Submittal of Documents Upon reasonable written request, Grantee shall submit to the County copies of any applications, notifications, communications and documents of any kind, submitted by Grantee or its Affiliates to any federal, State or local courts, regulatory agencies and other government bodies if such documents directly relate to the operations of Grantee's System within the franchise area. Grantee shall submit such documents to the County no later than forty-five (45) days after receipt of the County's written request. Grantee shall not claim confidential, privileged or proprietary rights to such documents unless under federal, State, or local law such documents have been determined to be confidential by a court of competent jurisdiction, or a federal or State agency. 7.5 Annual Reports Within sixty (60) days of the County's written request, but no more often than annually, Grantee shall submit to the County a written report, which shall include, but not necessarily be limited to, the following information: (A) A Gross Revenue statement for the preceding year and all deductions and computations for the period, and such statement shall be reviewed by a certified public accountant, who may also be the chief financial officer or controller of Grantee, prior to submission to the County; (B) A summary of the previous year's activities regarding the development of the Cable System, including, but not limited to, beginning and ending plant miles, any technological changes occurring in the Cable System and the number of customers subscribing to, at a minimum, the Basic tier of Cable Service; (C) An executive summary of escalated Subscriber complaints referred by the County to the Grantee and their disposition and status, provided that at such time as summaries of all customer complaints can be made available by an updated automated system, such reporting shall 17 be made in lieu of the complaints referred by the County. Until such automated system is in place, Grantee will within sixty (60) days of the County's written request, but not more often than annually, make available for an authorized County representatives' review at its metro Denver office notations from Subscriber accounts reflecting the complaints and/or service calls existing in those Subscriber accounts. The privacy provisions protecting Subscriber information of Section 6.2, and the confidentiality provisions of Section 7.2 of the Agreement apply to this subsection. 7.6 Quarterly Service Request Reports Grantee shall at all times maintain, and shall submit quarterly to the County within 30 days of a written request a summary of service requests, (including but not limited to requests related to service problems, cut cable drops, non-addressable converters, inoperable inside wiring or customer equipment), for Cable Service from the preceding quarter, identifying the number and nature of the requests and their disposition. 7.7 False Statements Any intentional false or misleading statement or representation in any report required by this Franchise shall be a material breach of this Franchise and may subject Grantee to all remedies, legal or equitable, which are available to the County under this Franchise or otherwise. SECTION 8. PROGRAMMING 8.1 Broad Programming Categories Grantee shall provide at least the following initial broad categories of programming to the extent such categories are reasonably available: (A) News,weather and information; (B) Sports; (C) General entertainment including movies; (D) Children, family oriented; (E) Arts, culture and performing arts; (F) Foreign language programming (for example, Spanish); and (G) Science/documentary. 8.2 Deletion of Broad Programming Categories Grantee shall not delete or so limit as to effectively delete any broad category of programming within its control without prior written notice to the County. 18 8.3 Ascertainment of Customer Satisfaction Nothing herein shall be construed to limit the right of the County to conduct its own surveys at its own expense, and nothing herein shall be construed to limit the right of Grantee and the County from consulting and cooperating with one another on a survey or surveys of community views relating to cable operations or other issues of mutual interest in the County if the parties mutually agree to do so. 8.4 Parental Control Device Upon request by any Subscriber, Grantee shall make available a parental control or lockout device, traps or filters to enable a Subscriber to control access to both the audio and video portions of any or all Channels. Grantee shall inform its Subscribers of the availability of the lockout device at the time of their initial subscription and periodically thereafter. Such devices, traps or filters will be provided at no charge to the Subscriber, unless otherwise provided by federal law. SECTION 9. GENERAL RIGHT-OF-WAY USE AND CONSTRUCTION 9.1 Right to Construct Subject to generally applicable laws, regulations, rules, resolutions and ordinances of the County and the provisions of this Franchise, Grantee may perform all construction in the Rights-of-Way for any facility needed for the maintenance,operation or extension of Grantee's Cable System. 9.2 Right-of-Way Meetings Subject to receiving advance notice, Grantee shall make reasonable efforts to attend and participate in meetings of the County regarding Right-of-Way issues that may impact the Cable System. 9.3 General Standard All work authorized and required hereunder shall be done in a safe, thorough and workmanlike manner. All equipment shall be durable and installed and maintained in accordance with good engineering practices and comply with all federal, State and local laws and regulations. 9.4 Joint Trenching/Boring Whenever it is reasonable, Grantee shall joint trench or share bores or cuts and work with other providers (such as, but not limited to, telecommunications, gas and electric companies) and the County, licensees, permitees and franchisees so as to reduce the number of Right-of-Way cuts within the County. 9.5 Movement of Facilities During Emergencies During natural emergencies or acts of God, the County may move Grantee's facilities without prior notice. 9.6 One Call 19 Grantee will maintain membership in good standing with the organization designated by the State to coordinate underground equipment locations and installations. Grantee shall abide by the State's underground utilities statutes and will further comply with and adhere to local procedures, customs and practices relating to the one call locator service program. 9.7 Permits Required for Construction When required, prior to doing any work in the Right-of Way or other public property, Grantee shall apply for, and obtain, appropriate permits from the County and also give appropriate notices to the County. As part of the permitting process, the County may impose such conditions and regulations as are necessary for protecting any structures in such Rights-of-Way, and for providing for the proper restoration of such Rights-of-Way and to protect the public and the continuity of pedestrian or vehicular traffic. Grantee shall pay all generally applicable fees for the requisite County permits. 9.8 Emergency Permits In the event that emergency repairs are necessary, Grantee shall immediately notify the County of the need for such repairs. Grantee may initiate such emergency repairs, and shall apply for appropriate permits within forty-eight(48)hours after discovery of the emergency. 9.9 Submittal and Acceptance of Plans No installation of cable or any facility shall occur within any of the Rights-of-Way of the County unless plans therefore shall have been first submitted to and accepted by the County, and such acceptance will not be unreasonably withheld and will be timely granted. 9.10 Compliance with Applicable Codes (A) County Codes. Grantee shall comply with all applicable County codes, including, without limitation, construction codes, building codes, the Fire Code and zoning codes and regulations. (B) Regulations and Safety Codes. Grantee shall comply with all applicable federal, State and County safety requirements, rules, regulations, laws and practices. By way of illustration and not limitation, Grantee shall comply with the National Electric Code, National Electrical Safety Code and Occupational Safety and Health Administration(OSHA) Standards. 9.11 GIS Mapping Grantee shall comply with any generally applicable ordinances, rules and regulations of the County regarding geographic information systems mapping for users of the Rights-of-Way. 9.12 Least Interference Work in the Right-of-Way, or on other public or private property, shall be done in a manner that causes the least interference with the rights and reasonable convenience of property owners and residents. Grantee's Cable System shall be constructed and maintained in such a manner as not to interfere with sewers, water pipes or any other property of the County, or with any other pipes, wires, conduits, pedestals, structures or other facilities that may have been laid in the Rights-of- Way by, or under, the County's authority. The Grantee's Cable System shall be located, erected and 20 maintained so as not to endanger or interfere with the lives of Persons, or to interfere with new improvements the County may deem proper to make or to unnecessarily hinder or obstruct the free use of the Rights-of-Way or other public property, and shall not interfere with travel and use of public places by persons during the construction, repair, operation or removal thereof. In the event of such interference, the County may require the removal or relocation of Grantee's lines, cables, equipment and other appurtenances from the property in question at Grantee's expense. 9.13 Prevent Injury/Safety Grantee shall provide and use any equipment and facilities necessary to control and carry Grantee's signals so as to prevent injury to the County's property or property belonging to any Person. Grantee, at its own expense, shall repair, renew, change and improve its facilities to keep them in good repair, and safe and presentable condition. All excavations made by Grantee in the Rights-of- Way shall be properly safeguarded for the prevention of accidents. 9.14 Notice to Private Property Owners Except in the case of an emergency involving public safety or an outage, or service interruption to a large number of subscribers, Grantee shall give reasonable advance notice to private property owners or tenants of work on or use of such private property. 9.15 Poles (A) The Grantee shall utilize existing poles and conduit wherever possible. Grantee shall not erect or authorize or permit others to erect any poles within the streets of the County for operation of its Cable System. (B) This Franchise does not grant, give or convey to the Grantee the right or privilege to install its facilities in any manner on specific utility poles or equipment of the County or of any other Person. (C) The Grantee and the County recognize that situations may occur in the future where the County may desire to place its own conduit and fiber optic cable in trenches or bores opened by the Grantee. The Grantee agrees to cooperate with the County in any construction that involves trenching or boring, provided that the County has first provided written notice to the Grantee that it is interested in sharing the trenches or bores in the area where the Grantee's construction is occurring. The Grantee shall allow the County to lay County conduit and fiber optic cable in the Grantee's trenches and bores, provided the County shares pro rata in the cost of the trenching and boring with Grantee. The County shall be responsible for maintaining its respective conduit and fiber optic cable, which is buried in the Grantee's trenches and bores. 9.16 Undergrounding Requirements Where electric and telephone lines are underground at the time of Cable System construction or upgrade, or when such lines are subsequently placed underground, all Cable System lines shall also be placed underground with other wireline service at no expense to the County or subscribers unless funding is generally available for such relocation to all users of the Rights-of-Way. Related Cable 21 System equipment, such as pedestals or power supplies, must be placed in accordance with the County's applicable code and permit requirements and rules. 9.17 Restoration of Property (A) The Grantee shall protect public and private property from damage. If damage occurs, the Grantee shall promptly notify the property owner within twenty-four(24)hours. (B) Whenever Grantee disturbs or damages any Right-of-Way, other public property or any private property, Grantee shall promptly restore the Right-of-Way or property to at least its prior condition, normal wear and tear excepted, at its own expense. If the public safety or welfare is put at risk by conditions resulting from work performed by Grantee in the Right-of-Way or on other public or private property then Grantee will use best efforts to promptly remedy such conditions to make safe the affected area. (C) Grantee shall warrant any restoration work performed by or for Grantee in the Right-of-Way or on other public property or private property for one (1) year, unless a longer period is required by the Code or any generally applicable ordinance or resolution of the County. If restoration is not satisfactorily performed by the Grantee within a reasonable time, the County may, after prior written notice to the Grantee, or without notice where the disturbance or damage may create a risk to public health or safety, cause the repairs to be made and recover the reasonable cost of those repairs from the Grantee. Within thirty (30) days of receipt of an itemized list of those costs, including the costs of labor, materials and equipment,the Grantee shall pay the County. 9.18 Discontinuing Use Whenever Grantee intends to discontinue using any facility within the rights-of-way, Grantee shall notify the County of its intention. Grantee may remove the facility or request that the County permit it to remain in place. Notwithstanding Grantee's request that any such facility remain in place, the County may require Grantee to remove the facility from the Right-of-Way or modify the facility to protect the public health, welfare, safety, or convenience, or otherwise serve the public interest. The County may require Grantee to perform a reasonable combination of modification and removal of the facility. Grantee shall complete such removal and/or modification respectively in accordance with a schedule reasonably set by the County. Until such time as Grantee removes or modifies the facility as reasonably directed by the County, or until the rights to and responsibility for the facility are accepted by another Person having authority to use, construct and/or maintain such facility, Grantee shall retain all liability for such facility and be responsible for all necessary repairs and relocations of the facility, as well as maintenance of the Right-of-Way, in the same manner and degree as if the facility were in active use. Furthermore, if Grantee fails to remove a facility and such facility consists of either conduit or fiber, then, at the County's discretion, the conduit or fiber may become the property of the County. 9.19 Movement of Cable System Facilities For County Purposes Nothing in this Franchise shall prevent the County from constructing any public work or capital improvement. Further, the County shall have the right to require Grantee to relocate, remove, replace, modify or disconnect Grantee's facilities and equipment located in the Rights-of-Way or on 22 any other property of the County in the event of an emergency or when necessary to protect or further the health, safety or welfare of the general public, and such work shall be performed at Grantee's expense consistent with applicable law, including C.R.S. 29-8-101 et seq. Except during an emergency, the County shall provide reasonable written notice to Grantee, not to be less than twenty-one (21) business days, and allow Grantee the opportunity to perform such action. In the event of any capital improvement project exceeding $500,000 in expenditures by the County which requires the removal, replacement, modification or disconnection of Grantee's facilities or equipment, the County shall provide at least sixty (60) days written notice to Grantee. Following notice by the County, Grantee shall relocate, remove, replace, modify or disconnect any of its facilities or equipment within any Right-of-Way, or on any other property of the County. If the County requires Grantee to relocate its facilities located within the Rights-of-Way, the County shall make a reasonable effort to provide Grantee with an alternate location within the Rights-of-Way. If funds are generally made available to users of the Rights-of-Way for such relocation, Grantee shall be entitled to its pro rata share of such funds. If the Grantee fails to complete the above work within the time prescribed by the County, given the nature and extent of the work, or if it is not done to the County's reasonable satisfaction, the County may cause such work to be done and bill the reasonable cost of the work to the Grantee, including all reasonable costs and expenses incurred by the County due to Grantee's delay. In such event, the County shall not be liable for any damage to any portion of Grantee's Cable System. Within thirty(30) days of receipt of an itemized list of those costs, the Grantee shall pay the County if the County is legally entitled to reimbursement. Nothing herein shall be construed as to waive any rights the County or Grantee may have relating to reimbursement of costs related to underground construction. 9.20 Movement of Cable System Facilities for Other Franchise Holders If any removal, replacement, modification or disconnection of the Cable System is required to accommodate the construction, operation or repair of the facilities or equipment of another County franchise holder, Grantee shall, after at least thirty (30) days advance written notice, take action to effect the necessary changes requested by the responsible entity. Grantee may require that the costs associated with the removal, replacement, modification or disconnection of the Cable System be paid by the benefited party, and Grantee may require a reasonable deposit of the estimated payment in advance. 9.21 Temporary Changes for Other Permitees At the request of any Person holding a valid permit and upon reasonable advance written notice, Grantee shall temporarily raise, lower or remove its wires as necessary to permit the moving of a building, vehicle, equipment or other item. The expense of such temporary changes must be paid by the permit holder, and Grantee may require a reasonable deposit of the estimated payment in advance. 9.22 Reservation of County Use of Right-of-Way Nothing in this Franchise shall prevent the County from constructing sewers; grading, paving, repairing or altering any Right-of-Way; laying down, repairing or removing water mains; installing 23 conduit or fiber optic cable; or constructing or establishing any other public work or improvement. All such work shall be done, insofar as practicable, so as not to obstruct, injure or prevent the use and operation of Grantee's Cable System. 9.23 Tree Trimming Grantee may cause to be pruned (using proper pruning practices and an arborist or tree trimming firm licensed by the County) any tree in or outside of the Right-of-Way which interferes with Grantee's Cable System. Except in emergencies, Grantee's contractor may not prune trees until one (1) week written notice has been provided to the County Forester's office and the owner or occupant of the premises abutting the right-of-way in or over which the tree is growing. If the tree or trees are located on public Right-of-Way, the owner or occupant of the abutting premises may contract with an arborist licensed with the County to prune such tree or trees at his/her expense during the one (1) week period. If the owner or occupant fails to do so, the Grantee's arborist or tree trimming firm may prune such tree or trees at the Grantee's expense. For purposes of this subsection, emergencies exist when it is necessary to prune to protect the public or Grantee's facilities from imminent danger only. 9.24 Inspection of Construction and Facilities The County may inspect any of Grantee's facilities, equipment or construction within the Rights-of- Way and on other public property upon at least twenty-four (24) hours notice, or, in case of an emergency, upon demand without prior notice. If an unsafe condition is found to exist, the County, in addition to taking any other action permitted under applicable law, may order Grantee, in writing, to make the necessary repairs and alterations specified therein forthwith to correct the unsafe condition by a time the County establishes. The County has the right to inspect, repair and correct the unsafe condition if Grantee fails to do so, and to reasonably charge Grantee therefor. 9.25 Stop Work (A) On notice from the County that any work is being performed contrary to the provisions of this Franchise, or in an unsafe or dangerous manner as reasonably determined by the County, or in violation of the terms of any applicable permit, laws, regulations, ordinances or standards, the work may immediately be stopped by the County. (B) The stop work order shall: (1) Be in writing; (2) Be given to the person doing the work, or be posted on the work site; (3) Be sent to Grantee by overnight delivery at the address given herein; (4) Indicate the nature of the alleged violation or unsafe condition; and (5) Establish conditions under which work may be resumed. 24 9.26 Work of Contractors and Subcontractors Grantee's contractors and subcontractors shall be licensed and bonded in accordance with the County's generally applicable ordinances, regulations and requirements. Work by contractors and subcontractors is subject to the same restrictions, limitations and conditions as if the work were performed by Grantee. Grantee shall be responsible for all work performed by its contractors and subcontractors and others performing work on its behalf as if the work were performed by it, and shall ensure that all such work is performed in compliance with this Franchise and other applicable laws, and shall be jointly and severally liable for all damages and correcting all damage caused by them. It is Grantee's responsibility to ensure that contractors, subcontractors or other Persons performing work on Grantee's behalf are familiar with the requirements of this Franchise and other applicable laws governing the work performed by them. SECTION 10. SYSTEM UPGRADE/TECHNICAL STANDARDS 10.1 Subscriber Network (A) Grantee's current hybrid fiber coaxial Cable System has a capacity of at least two hundred (200) Channels of Video Programming and is two-way capable throughout the Franchise Area. (B) During the term of this Agreement, Grantee shall continually offer broad categories of programming sufficient to meet the changing needs and interests of Subscribers in the County, taking into consideration input from the County and taking into account the costs of meeting those needs and interests, and consistent with the provisions of 47 USC 544(b)(2)(B), and the Grantee's First Amendment rights. (C) The Grantee shall provide additional or new facilities and equipment, and otherwise upgrade or rebuild its cable system throughout the Franchise term as required to remain compliant with FCC standards. 10.2 Standby Power Grantee shall provide standby power generating capacity at the headend of at least twelve (12) hours. Grantee shall maintain strategically located standby power supplies throughout the Cable System, rated for at least four(4)hours duration. 10.3 Emergency Alert Grantee shall provide an operating Emergency Alert System ("EAS") in compliance with FCC standards throughout the term of this Franchise. The County may use the EAS, under procedures established between the County and the Grantee which are consistent with Grantee's State and federal EAS requirements, to transmit an emergency alert signal, including the ability to override the audio and video (either full screen, or crawlers) from the County's Emergency Operations Center or other location as may be designated by the County. Grantee shall test the EAS as required by the FCC. Upon request, the County shall be permitted to participate in and/or witness the EAS testing at least twice a year on a schedule formed in consultation with Grantee. 25 If the test indicates that the EAS is not performing properly, Grantee shall immediately initiate steps to make any necessary adjustment or repair to the EAS, and the EAS shall be retested. The County shall permit only appropriately trained and authorized Persons to operate the EAS equipment provided pursuant to this subsection. 10.4 Technical Performance The technical performance of the Cable System shall meet or exceed all applicable FCC technical standards, as they may be amended from time to time, regardless of the transmission technology utilized. The County shall have the full authority permitted by applicable law to enforce compliance with these technical standards. 10.5 Cable System Performance Testing (A) Grantee shall, at Grantee's expense,perform the following tests on its Cable System: (1) All tests required by the FCC. (B) At present, Grantee's required tests include: (1) Cumulative leakage index testing; (2) Semi-annual compliance and proof of performance tests in conformance with generally accepted industry guidelines; (3) Tests in response to Subscriber complaints and service calls; and (4) Periodic monitoring tests, at intervals not to exceed six (6) months, of subscriber(field)test points,the headend, and the condition of standby power supplies. Upon advance written request, all required FCC technical performance tests may be witnessed by representatives of the County. (C) Grantee shall maintain written records of its Cable System tests performed by or for Grantee. Copies of such test results will be provided to the County upon written request. (D) Grantee shall promptly take such corrective measures as are necessary to correct any performance deficiencies fully and to prevent their recurrence as far as possible. Grantee's failure to correct deficiencies identified through this testing process shall be a material violation of this Franchise. Sites shall be re-tested following correction. SECTION 11. SERVICE EXTENSION AND SERVICE TO PUBLIC BUILDINGS 26 11.1 Service Availability (A) Subject to the density provisions described in Section 11.1(D) below, Grantee shall provide Cable Service within seven (7) days of a request by any potential Residential Subscriber within the Franchise Area. For purposes of this subsection, a request shall be deemed made on the date of signing a service agreement, receipt of funds by Grantee, receipt of a written request by Grantee or receipt by Grantee of a verified verbal request. Grantee shall provide such service: (1) With no line extension charge except as specifically authorized elsewhere in this Section. (2) At a nondiscriminatory installation charge for a Standard Installation, as that term is described in Section 1.27, with additional charges for non-Standard Installations computed according to a nondiscriminatory methodology for such installations. (3) At nondiscriminatory monthly rates in accordance with applicable laws. (B) Provision of Cable Service. Grantee shall not arbitrarily refuse to provide Cable Service to any Person within its Franchise Area. Notwithstanding the foregoing, Grantee may introduce new or expanded Cable Services on a geographically phased basis, where such services require an upgrade of the Cable System. Grantee may also charge for line extensions of service and non-Standard Installations pursuant to this section, including but not limited to the reasonable cost of excess labor and materials. (C) Service to Multiple Dwelling Units. The Grantee shall provide Cable Service to Multiple Dwelling Units in accordance with an agreement with the property owner or owners, this Franchise and all applicable laws. The Grantee shall offer the individual units of a Multiple Dwelling Unit all Cable Services offered to other Dwelling Units in the County and shall individually wire units upon request of the property owner or renter who has been given written authorization by the owner; provided, however, that any such offering is conditioned upon the Grantee having legal access to said unit. The County acknowledges that the Grantee cannot control the dissemination of particular Cable Services beyond the point of demarcation at a Multiple Dwelling Unit. (D) Customer Charges for Line Extensions of Service. For unusual circumstances, such as the existence of a non-Standard Installation, as that term is described in Section 1.27, or a density of less than twenty-five (25) dwelling units per 5280 cable-bearing strand feet of distribution cable, service may be made available on the basis of a capital contribution in aid of construction, including cost of material, labor and easements. For the purpose of determining the amount of capital contribution in aid of construction to be borne by the Grantee and customers in the area in which service may be expanded, the Grantee will contribute an amount equal to the construction and other costs per mile, multiplied by a fraction whose numerator equals the actual number of dwelling units per 5280 cable-bearing strand feet of its distribution cable and whose denominator equals twenty-five (25). Potential customers who request service hereunder will bear the remainder 27 of the construction and other costs on a pro rata basis. The Grantee may require that the payment of the capital contribution in aid of construction borne by such potential customers be paid in advance. 11.2 Connection of Public Facilities Grantee shall, without charge, continue to provide one outlet of Basic and Expanded Basic Service and the technology needed to view those Service tiers where such Service is provided as of the Effective Date of this Franchise to all existing County owned (or leased) and occupied buildings, fire stations and police stations, County office buildings within the Franchise Area, public libraries, and schools (K-12). In addition, Grantee shall provide, at no cost, one outlet of Basic Service and Expanded Basic Service to future owned (or leased) and occupied County buildings, fire stations and police stations, County office buildings within the Franchise Area, public libraries, schools (K- 12) and Access facilities, upon written request, provided that the drop line from the feeder cable to such building does not exceed one hundred twenty-five (125) feet unless the County or other entity agrees to pay the incremental cost of such drop line in excess of one hundred twenty-five (125)feet, including the reasonable cost of excess labor and materials. Such Cable Service shall not be used for commercial purposes, and such outlets shall not be located in areas open to the public, nor shall the obligation to provide free Cable Service be extended to areas of County buildings where the Grantee would normally enter into a commercial contract to provide such Cable Service (i.e., a golf course, recreation center work out facilities, etc). Outlets of Basic Service and Expanded Basic Service provided in accordance with this subsection may be used to distribute Cable Services throughout such buildings, provided such distribution can be accomplished without causing Cable System disruption and general technical standards are maintained. Such outlets may only be used for lawful purposes, and the County shall hold the Grantee harmless from any and all liability or claims arising out of the provision and use of Cable Service required by this subsection. SECTION 12. FRANCHISE VIOLATIONS 12.1 Procedure for Remedying Franchise Violations (A) If the County believes that Grantee has failed to perform any obligation under this Franchise, including but not limited to the Customer Service Standards, the County shall notify Grantee in writing, stating with reasonable specificity the nature of the alleged default. Grantee shall have thirty(30) days from the receipt of such notice to: (1) respond to the County, contesting the County's assertion that a default has occurred, and request a meeting in accordance with subsection(B), below; or (2) cure the default; or (3) notify the County that Grantee cannot cure the default within thirty (30) days, because of the nature of the default. In the event the default cannot be reasonably 28 cured within thirty (30) days, Grantee shall promptly take all reasonable steps to cure the default and notify the County in writing and in detail as to the exact steps that will be taken and the projected completion date. In such case, the County may set a meeting in accordance with subsection (B) below to determine whether additional time beyond the thirty (30) days specified above is indeed needed, and whether Grantee's proposed completion schedule and steps are reasonable. (B) If Grantee does not cure the alleged default within the cure period stated above, or by the projected completion date under subsection (A)(3), or denies the default and requests a meeting in accordance with subsection (A)(1), or the County orders a meeting in accordance with subsection (A)(3), the County shall set a meeting to investigate said issues and the existence of the alleged default. The County shall notify Grantee of the meeting in writing and such meeting shall take place no less than thirty (30) days after Grantee's receipt of notice of the meeting. At the meeting, Grantee shall be provided an opportunity to be heard and to present evidence in its defense. The meeting minutes shall be recorded and maintained under the County's usual record- keeping procedures. Nothing herein shall preclude Grantee from making its own record of the proceeding. (C) If, after the meeting, the County Council determines that a default exists, Grantee and the County may agree on a plan and schedule to cure the default. Absent such agreement, the County shall order Grantee to correct or remedy the default or breach within thirty (30) days or within such other reasonable timeframe as the County shall determine. The County Council through the County Clerk shall issue its decision to the Grantee in writing, setting forth all of the reasons supporting the County's actions. In the event Grantee does not cure the default within such time to the County's reasonable satisfaction, the County may: (1) Recommend the revocation of this Franchise pursuant to the procedures in subsection 12.2; or (2) Pursue any other legal or equitable remedy available under this Franchise or any applicable law. (D) The determination as to whether a violation of this Franchise has occurred shall be within the discretion of the County in accordance with law, provided that any such determination may be subject to appeal to the County Council or review by a court of competent jurisdiction under applicable law. 12.2 Revocation (A) After completing the procedures described in Section 12.1 above, the County may revoke this Franchise and rescind all rights and privileges associated with this Franchise in any of the following circumstances: (1) If Grantee fails to perform any material obligation under this Franchise; 29 (2) If Grantee willfully fails for more than three (3) days to provide continuous and uninterrupted Cable Service; (3) In addition to subsection 12.2 (A)(1), if Grantee attempts to evade any material provision of this Franchise or to practice any fraud or deceit upon the County or Subscribers; (4) If Grantee becomes insolvent, or if there is an assignment for the benefit of Grantee's creditors; and (5) If Grantee makes a misrepresentation of material fact in the negotiation of this Franchise. (B) Prior to forfeiture or termination of the Franchise, the County shall give written notice to the Grantee of its intent to revoke the Franchise. The notice shall set forth the exact nature of the noncompliance. Grantee shall have thirty (30) days from such notice to object in writing and to state its reasons for such objection and provide any explanation. In the event the County has not received a timely and satisfactory response from Grantee, it may then seek a termination of the Franchise in accordance with this subsection. (C) The County Council shall conduct a public hearing to determine if revocation of the Franchise is warranted. (1) At least forty-five (45) days prior to the public hearing, the County Clerk shall notify Grantee in writing of such proceeding in addition to issuing a public hearing notice that shall establish the issue(s) to be addressed in the public hearing; provide the time, date and location of the hearing; provide that the County Council shall hear any persons interested therein; and provide that the Grantee shall be afforded fair opportunity for full participation, including the right to introduce evidence, to require the production of evidence, to be represented by legal counsel and to call and question witnesses under oath. (2) A complete verbatim record and transcript shall be made of such proceeding and the cost shall be shared equally between the parties. (3) Within sixty (60) days after the close of the hearing, the County shall issue a written decision regarding the revocation and termination of the Franchise; or if the breach at issue is capable of being cured by Grantee, direct Grantee to take appropriate remedial action within the time and in the manner and on the terms and conditions that the County or its designee determines are reasonable under the circumstances. (D) If the decision of the County is to revoke and terminate the Franchise, then the bond provided for in Section 5.4 (A) will be forfeited. 30 (E) Grantee shall be bound by the County's decision to revoke the Franchise unless an appeal to a court of competent jurisdiction is filed within thirty(30) days of the date of the County's decision. (F) Grantee shall be entitled to such relief as the court may deem appropriate. 12.3 Termination (A) If this Franchise expires without renewal and is not extended or is otherwise lawfully terminated or revoked, the County may, subject to applicable law: (I) Allow Grantee to maintain and operate its Cable System on a month-to- month basis until a new Cable Operator is selected or a sale of the Cable System can be closed; or (2) Purchase Grantee's Cable System in accordance with the procedures set forth in subsection 12.4, below. (B) In the event that a sale has not been completed in accordance with subsections (A)(1) and/or (A)(2) above, the County may order the removal of the above-ground Cable System facilities and such underground facilities from the County at Grantee's sole expense within a reasonable period of time as determined by the County. In removing its plant, structures and equipment, Grantee shall refill, at its own expense, any excavation that is made by it and shall leave all Rights-of-Way, public places and private property in as good a condition as that prevailing prior to Grantee's removal of its equipment and without affecting electrical or telephone wires or attachments. The indemnification and insurance provisions shall remain in full force and effect during the period of removal, and Grantee shall not be entitled to, and agrees not to request, compensation of any sort therefor. (C) If Grantee fails to complete any removal required by subsection 12.3 (B) to the County's satisfaction, after written notice to Grantee, the County may cause the work to be done and Grantee shall reimburse the County for the costs and expenses incurred within thirty (30) days after receipt of an itemized list of the costs and expenses, or the County may recover the costs and expenses through the bonds if Grantee has not paid such amount within the foregoing thirty (30) day time period. The County may seek legal and equitable relief to enforce the provisions of this subsection. 12.4 Purchase of Cable System (A) If at any time this Franchise is lawfully revoked, terminated or not extended or renewed (in accordance with federal law), the County shall have the option to purchase the Cable System. (B) The County may, at any time after Franchise revocation, termination or non- renewal, offer in writing to purchase Grantee's Cable System. Grantee shall have forty-five (45) days from receipt of a written offer from the County within which to accept or reject the offer. In 31 any case where the Grantee agrees to sell to the County and the County elects to purchase the Cable System, the purchase shall be closed within one hundred eighty (180) days of the date of the County's audit of a balance sheet and current profit and loss statement of Grantee's Cable System. The County shall, if applicable, pay for the Cable System by wire transfer or certified funds, and Grantee shall deliver appropriate bills of sale and other instruments of conveyance. (C) For the purposes of this subsection, the price for the Cable System shall be determined as follows: (1) In the case of the expiration of the Franchise without renewal, at fair market value determined on the basis of Grantee's Cable System valued as a going concern, but with no value allocated to the Franchise itself. (2) In the case of revocation for cause, the equitable price of Grantee's Cable System. 12.5 Receivership and Foreclosure (A) At the option of the County, subject to applicable law, this Franchise may be revoked one hundred twenty (120) days after the appointment of a receiver or trustee to take over and conduct the business of Grantee whether in a receivership, reorganization, bankruptcy or other action or proceeding, unless: (1) The receivership or trusteeship is timely vacated; or (2) The receiver or trustee has, within one hundred twenty (120) days after their election or appointment, fully complied with all the terms and provisions of this Franchise, and has remedied all defaults under the Franchise. Additionally, the receiver or trustee shall have executed an agreement duly approved by the court having jurisdiction, by which the receiver or trustee assumes and agrees to be bound by each and every term, provision and limitation of this Franchise. (B) If there is a foreclosure, or in the case of a Chapter 7 bankruptcy, or other involuntary sale of the whole or any part of the plant, property and equipment of Grantee, the County may serve notice of revocation on Grantee and to the purchaser at the sale, and the rights and privileges of Grantee under this Franchise shall be revoked thirty (30) days after service of such notice, unless: (1) The County has approved the transfer of the Franchise, in accordance with the procedures set forth in this Franchise and as provided by law; and (2) The purchaser has covenanted and agreed with the County to assume and be bound by all of the terms and conditions of this Franchise. 12.6 Alternative Remedies 32 No provision of this Franchise shall be deemed to bar the County from seeking appropriate judicial relief. Neither the existence of other remedies identified in this Franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the County to recover monetary damages for violations by Grantee, or to seek and obtain judicial enforcement of Grantee's obligations by means of specific performance, injunctive relief or mandate, or any other remedy at law or in equity. The County specifically does not, by any provision of this Franchise, waive any right, immunity, limitation or protection otherwise available to the County, its officers, officials, County Boards, commissions, agents, or employees under federal, State, or local law (including, for example, Section 635A of the Cable Act). 12.7 Assessment of Monetary Damages (A) Because it may be difficult to calculate the harm to the Franchising Authority in the event of a breach of this Franchise Agreement by Grantee, the parties agree to liquidated damages as a reasonable estimation of the actual damages. To the extent that the Franchising Authority elects to assess liquidated damages as provided in this Agreement and such liquidated damages have been paid, such damages shall be the Franchising Authority's sole and exclusive remedy. Nothing in this Section is intended to preclude the Franchising Authority from exercising any other right or remedy with respect to a breach that continues past the time the Franchising Authority stops assessing liquidated damages for such breach. (B) Upon completion of the procedures set forth in Subsection 12.1, and from the date of said completion, or such later date if approved by the County in its sole discretion, the County may assess against Grantee liquidated damages as outlined below. (C) Grantee may appeal (by first appealing to the County and then pursuing judicial relief or other relief afforded by the County) any assessment of liquidated damages within thirty (30) days of receiving written notice of the assessment. (1) Grantee's obligation to pay the liquidated damages assessed shall be stayed as of the date the judicial appeal is filed, pending resolution of the appeal. (D) In no event may liquidated damages be assessed for a time period exceeding sixty (60) days. If after that amount of time Grantee has not cured or commenced to cure the alleged breach to the satisfaction of the Franchising Authority, the Franchising Authority may pursue all other remedies. (1) Pursuant to the requirements outlined in the foregoing Sections, liquidated damages shall not exceed the following amounts: (a) For failure to provide data, documents, reports and information as required by this Franchise fifty dollars ($50)per day per each separate violation; (b) For failure to test, analyze and report on the performance of the Cable System as required by this Franchise, fifty dollars ($50) per day per each separate 33 violation; (c) For failure to submit franchise fee payments in a timely fashion as required in Section 3, one hundred dollars ($100)per day for each day the violation continues; (d) For failure to comply with the indemnification requirements as required in Section 5, one hundred dollars ($100)per day for each day the violation continues; (e) For failure to carry all the insurance required in Section 5, one hundred dollars ($100) per day for each day the violation continues; (e) For failure to maintain the Cable System functionality as required in Section 10, one hundred dollars ($100) per day for each day the violation continues; (f) For failure to answer Subscriber calls as required by the Customer Service Standards addressed in Section 6 of this Franchise in: (1) any quarter where the Grantee performs equal to or greater than eighty-five (85%) and less than ninety percent (90%), the Grantee shall pay the County five hundred dollars ($500); (2) any quarter where the Grantee performs equal to or greater than seventy- five percent(75%) and less than eighty-five percent (85%), the Grantee shall pay the County one-thousand dollars ($1,000); (3) any quarter where the Grantee performs equal to or greater than sixty-five percent (65%) and less than seventy-five percent (75%), the Grantee shall pay the County three-thousand dollars ($3,000); and, (4) any quarter where the Grantee performs less than sixty-five percent(65%), the Grantee shall pay the County five thousand dollars ($5,000). 12.8 Effect of Abandonment If the Grantee abandons its Cable System during the Franchise term, or fails to operate its Cable System in accordance with its duty to provide continuous service, the County, at its option, may obtain an injunction, or operate the Cable System, or designate another entity to operate the Cable System temporarily until the Grantee restores service under conditions acceptable to the County, or until the Franchise is revoked and a new franchisee is selected by the County. If the County operates the Cable System or designates another entity to operate the Cable System the Grantee shall reimburse the County or the County's designee, as applicable, for all reasonable costs, expenses and damages incurred. SECTION 13. FRANCHISE RENEWAL 34 (A) The County and Grantee agree that any proceedings undertaken by the County that relate to the renewal of the Franchise shall be governed by and comply with the provisions of Section 626 of the Cable Act, unless the procedures or substantive protections set forth therein shall be deemed to be preempted and/or superseded by the provisions of any subsequent provision of federal or State law. (B) In addition to the procedures set forth in said Section 626(a), the County agrees to notify Grantee of the completion of its assessments regarding the identification of future cable- related community needs and interests, as well as the past performance of Grantee under the then current Franchise term. Notwithstanding anything to the contrary set forth herein, Grantee and the County agree that at any time during the term of the then current Franchise, while affording the public adequate notice and opportunity for comment, the County and Grantee may agree to undertake and finalize negotiations regarding renewal of the then current Franchise and the County may grant a renewal thereof Grantee and the County consider the terms set forth in this subsection to be consistent with the express provisions of Section 626 of the Cable Act. SECTION 14. FRANCHISE TRANSFER (A) The Cable System and this Franchise shall not be sold, assigned, transferred, leased or disposed of, either in whole or in part, either by involuntary sale or by voluntary sale, merger or consolidation; nor shall title thereto, either legal or equitable, or any right, interest or property therein pass to or vest in any Person without the prior written consent of the County, which consent shall not be unreasonably withheld. (B) The Grantee shall promptly notify the County of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the Grantee. The word "control" as used herein is not limited to majority stock ownership but includes actual working control in whatever manner exercised. Every change, transfer or acquisition of control of the Grantee shall make this Franchise subject to cancellation unless and until the County shall have consented thereto, provided that County's consent shall not be unreasonably withheld. (C) The parties to the sale, transfer or change of control shall make a written request to the County for its approval of a sale, transfer or change of control and shall furnish all information required by law. (D) In seeking the County's consent to any change in ownership or control, the proposed transferee or controlling party shall indicate whether, as applicable, it: (1) Has ever been convicted or held liable for acts involving deceit including any violation of federal, State or local law or regulations, or is currently under an indictment, investigation or complaint charging such acts; (2) Has ever had a judgment in an action for fraud, deceit, or misrepresentation entered against it by any court of competent jurisdiction; 35 (3) Has pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system; and (4) Has the legal, financial and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. (E) In reviewing a request for sale, transfer or change of control, the County may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and Grantee shall assist the County in so inquiring. The County may condition said sale, transfer or change of control upon such terms and conditions as it deems reasonably appropriate, provided, however, any such terms and conditions so attached shall be related to the legal, technical and financial qualifications of the prospective controlling party or transferee. Additionally, such Person shall effect changes as promptly as practicable in the operation of the Cable System, if any changes are necessary to cure any violations or defaults presently in effect or ongoing. (F) The County shall act by ordinance or resolution on the request within one hundred twenty(120) days of the request, provided it has received all information required by law, such as a complete FCC Form 394. Subject to the foregoing, if the County fails to render a final decision on the request within one hundred twenty (120) days, such request shall be deemed granted unless the requesting party and the County agree to an extension of time. (G) Within thirty (30) days of any transfer, sale or change of control, if approved or deemed granted by the County, Grantee shall file with the County a copy of the deed, agreement, lease or other written instrument evidencing such sale or transfer of ownership or control, certified and sworn to as correct by Grantee and the transferee or new controlling entity. In the event of a sale or transfer of ownership, the transferee shall file its written acceptance agreeing to be bound by all of the provisions of this Franchise, subject to applicable law. In the event of a change in control, in which the Grantee is not replaced by another entity, the Grantee will continue to be bound by all of the provisions of the Franchise and will not be required to file an additional written acceptance. (H) Notwithstanding anything to the contrary in this Section, the prior approval of the County shall not be required for any sale, assignment or transfer of the Franchise or Cable System to an intra-Grantee Affiliate; provided that the proposed assignee or transferee must show legal, technical and financial responsibility as may be determined necessary by the County and must agree in writing to comply with all of the provisions of the Franchise. Further, Grantee may pledge the assets of the Cable System for the purpose of financing without the consent of the County; provided that such pledge of assets shall not impair or mitigate Grantee's responsibilities and capabilities to meet all of its obligations under the provisions of this Franchise. SECTION 15. MISCELLANEOUS PROVISIONS 15.1 Discriminatory Practices Prohibited 36 Throughout the term of this Franchise, Grantee shall fully comply with all equal employment and nondiscrimination provisions and requirements of federal, State and local laws, and rules and regulations relating thereto. 15.2 Notices Throughout the term of this Franchise, each party shall maintain and file with the other a local address for the service of notices by mail. All notices shall be sent to such respective address, and such notices shall be effective upon the date of mailing. At the effective date of this Franchise: Grantee's address shall be: Comcast 8000 East Iliff Avenue Denver, CO 80231 Attention: Government Affairs With a copy to: Comcast 434 Kimbark Street Longmont, CO 80501 Attention: General Manager/Government Affairs County's address shall be: County of Weld 1000 10th Street Weld, Colorado 80631 Attention: County Manager 15.3 Costs to be Borne by Grantee Grantee shall reimburse the County for all costs of publication of this Franchise, and any notices prior to any public hearing regarding this Franchise, contemporaneous with its acceptance of this Franchise if such publication or notices are required by a generally applicable County ordinance. 15.4 Binding Effect This Franchise shall be binding upon the parties hereto, their permitted successors and assigns. 15.5 Authority to Amend This Franchise may also be amended at any time by mutual written agreement between the parties. 15.6 Governing Laws This Franchise shall be governed, construed and enforced in accordance with the laws of the State of Colorado (as amended), the Cable Act as amended, any applicable rules, regulations and orders 37 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). 15.7 Captions The captions and headings of this Franchise are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of any provision of this Franchise. 15.8 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. 15.9 Waiver The failure of the County at any time to require performance by Grantee of any provision hereof shall in no way affect the right of the County hereafter to enforce the same, nor shall the waiver by the County of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself or any other provision. 15.10 Severability If any Section, subsection, paragraph or provision of this Franchise is determined to be illegal, invalid or unconstitutional by any court or agency of competent jurisdiction, such determination shall have no effect on the validity of any other Section, subsection, paragraph or provision of this Franchise, all of which will remain in full force and effect for the term of the Franchise. 15.11 Entire Agreement This Franchise and Exhibits represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral and written negotiations between the parties. 15.12 Force Majeure In the event Grantee is prevented or delayed in the performance of any of its obligations under this Franchise by a reason beyond the control of Grantee, Grantee shall have a reasonable time, under the circumstances, to perform the affected obligation under this Franchise or to procure a substitute for such obligation which is satisfactory to the County. Those conditions which are not within the control of Grantee include natural disasters, civil disturbances, power outages, and severe or unusual weather conditions which have a direct and substantial impact on the Grantee's ability to provide Cable Services in the County and work delays caused by waiting for utility providers to service or perform make-ready services on their utility poles or other facilities to which the Grantee's Cable System is attached. If Grantee believes that a reason beyond its control has prevented or delayed its compliance with the provisions of this Franchise, Grantee shall provide documentation as reasonably required by the County to substantiate the Grantee's claim. If Grantee has not yet cured the deficiency, Grantee 38 shall also provide the County with its proposed plan for remediation, including the timing for such cure. IN WITNESS WHEREOF, this-Franchise is signed in the name of the County of Weld, Colorado,��T"this 21s��of r' 200$. Attest: ,,iac'JNN CLERK TO THE BOARfl' [s,, Y .`sQ yy� UNTY OF WELD, COLORADO By y: & -"D tyCICvkvthSk to the Bo Robert D. Masden, Chair Pro-Tem Board of County Commissioners of the County of Weld APR 2 12008 Accepted and approved this2lstday of April 20I,;, Witness: COMCAST of Colorado IV, LLC: By: Its: Comcast of Colorado I, LLC By: Comcast of California/Colorado/Washington I, Inc. By: 39 2102- /159 EXHIBIT "B" CUSTOMER SERVICE STANDARDS Weld County, Colorado MINIMUM CUSTOMER SERVICE STANDARDS FOR CABLE OPERATORS WHEREAS, the County may lawfully establish minimum customer service standards governing cable services provided by cable operators; and WHEREAS, the County desires to establish standards for cable operators' conduct of relationships with cable subscribers; NOW, THEREFORE, THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO DO ORDAIN AS FOLLOWS: SECTION 1. POLICY A. The Cable Operator shall be permitted to resolve citizen Complaints prior to action or involvement by the County. B. If a Complaint is not resolved by the Cable Operator to the citizen's satisfaction, the County may intervene. In addition, where a pattern of unremedied noncompliance with the minimum, express provisions of these Customer Service Standards ("Standards") is identified, the County may choose to follow the procedures contained herein. If the noncompliance is not addressed to the satisfaction of the County, monetary or other sanctions may be imposed to encourage compliance. C. These Standards are intended to be of general application; however, the Cable Operator shall be relieved of any obligations hereunder if it is unable to perform due to circumstances beyond its reasonable control, such as natural disasters or in the event of force majeure affecting a significant portion of the franchise area. These Standards are minimum standards, and the Cable Operator agrees to be bound by them. The Cable Operator may, and is encouraged, to exceed these Standards for the benefit of its Customers and such shall be considered performance for the purpose of these Standards. D. These Standards supersede any contradictory or inconsistent provision in state or local law, provided that any provision in federal, state or local law, or in any franchise agreement or renewal agreement that imposes a higher obligation or requirement than is imposed by these Standards, shall not be considered contradictory or inconsistent with these Standards. In the event of a conflict between these Standards and the Franchise Agreement, the Franchise Agreement shall control. 40 SECTION 2. DEFINITIONS When used in these Standards, the following words, phrases, and terms shall have the meanings given below. "Cable Operator" shall mean any person granted a franchise to operate a cable system within the City. "Cable Service" shall mean the one-way transmission to subscribers of Video Programming, or other programming service and Subscriber interaction, if any, which is required for the selection or use of such Video Programming or other programming service. "County" shall mean Weld County, Colorado. "Complaint" shall mean an initial or repeated Customer expression of dissatisfaction, whether written or oral, or other matter that is referred beyond a Customer Service Representative to a supervisor or to a Cable Operator's local office or regional office or corporate headquarters, or to the County for resolution. "Customer" shall mean any person who lawfully receives or will receive Cable Service from the Cable Operator. "Customer Service Representative" or "CSR" shall mean any person employed by the Cable Operator to assist, or provide service to Customers, whether by answering public telephone lines, answering Customers'questions, or performing other customer service related tasks. "Escalated Complaint" shall mean a complaint that is referred to a Cable Operator by the County. "Normal Business Hours" shall mean those hours during which most similar businesses in the County are open to serve Customers. In all cases, "Normal Business Hours" must include some evening hours, with Customer Service Representatives available, at least one night per week, and/or some weekend hours. "Normal Operating Conditions" shall mean those service conditions that are within the control of the Cable Operator. Those conditions that are not within the control of the Cable Operator include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions that are ordinarily within the control of the Cable Operator include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System. 41 "Service Interruption" shall mean the loss of picture or sound on one or more cable channels. "Service Request" shall mean any request or communication initiated by a Customer, whether written or oral, or referred by the County, to the Cable Operator. SECTION 3. CUSTOMER SERVICE A. Courtesy All employees of the Cable Operator shall be courteous, knowledgeable and helpful and shall provide effective and satisfactory service in all contacts with Customers. B. Accessibility 1. The Cable Operator shall provide customer service centers ("service centers") conveniently located for Weld County customers. Except as otherwise approved by the County, service centers shall be open during Normal Business Hours. The service center shall be staffed with knowledgeable personnel offering at least the following services to Customers who come to the local office: bill payment, equipment return and pick up, processing of new or change of service requests, and response to other Customer inquiries and requests. The County may approve alternatives for service centers offering lesser services or fewer hours at any site to which the public has general access. The Cable Operator shall post a sign at the service center advising Customers of its hours of operation and of the telephone number at which to contact the Cable Operator if the local office is not open at the times posted. The Cable Operator shall also provide free exchanges for faulty converters at the Customer's address if the converter has not been damaged in any manner due to fault or negligence of the customer. 2. The Cable Operator shall maintain local telephone access lines or a toll free telephone number that shall be available 24 hours a day, seven days a week for service/repair requests and billing inquiries. 3. The Cable Operator shall have personnel on call 24 hours a day, 7 days a week, including legal holidays. 4. Under Normal Operating Conditions, if a customer service telephone call is answered with a recorded message providing the customer with various menu options to address the customer's concern, the recorded message must provide the customer the option to connect to and speak with a Customer Service Representative (CSR) within sixty (60) seconds of the commencement of the recording. The Cable Operator shall retain sufficient CSRs and telephone line capacity to ensure that telephone calls to service/repair and billing inquiry lines are answered by a CSR within thirty (30) seconds from the time a customer chooses a menu option to speak directly with a CSR. These standards shall be met no less than ninety 42 percent (90%) of the time under Normal Operating Conditions, measured on a quarterly basis. 5. After Normal Business Hours, the telephone lines may be answered by a service or an automated response system, including an answering machine. Inquiries received after Normal Business Hours must be responded to by a trained Customer Service Representative on the next business day. 6. Under Normal Operating Conditions, the Customer will receive a busy signal less than three percent (3%) of the time. This standard shall be met ninety (90) percent or more of the time, measured quarterly. C. Responsiveness 1. Installation a. The Cable Operator shall complete all standard installations requested by Customers within seven (7) business days after the order is placed, under Normal Operating Conditions ninety-five percent (95%) of the time measured on a quarterly basis, unless the Customer requests a later date for installation. "Standard" installations are those as defined in Section 1.27 of the Franchise. If the Customer requests a nonstandard installation, or the Cable Operator determines that a nonstandard installation is required, the Cable Operator shall provide the Customer in advance with a total installation cost estimate and an estimated date of completion. b. Absent unusual circumstances (such as sprinkler systems or other construction concerns), all underground cable drops from the curb to the home shall be buried at a depth of no less than twelve inches (12"), and within a reasonable period of time (but no later than fourteen [14] days, weather permitting) from the initial installation, or at a time mutually agreed upon between the Cable Operator and the Customer. In all instances, the Cable Operator must comply with the State's One Call requirements. 2. Service Appointments a. Customers requesting installation of Cable Service or a service request for an existing installation may choose from the following appointment windows: a specific time; or at a maximum, a four-hour block of time between 8:00 a.m. and 6:00 p.m., six (6) days per week, or another block of time mutually agreed upon by the Customer and the Cable Operator for the convenience of the Customer. The Cable Operator may not cancel an appointment with a Customer after the close of business on the business day before the scheduled appointment. b. If the Cable Operator's representative is running late for an appointment with a Customer and will not be able to keep the appointment as scheduled, the Customer 43 will be contacted as soon as possible. The appointment will be rescheduled as necessary at a time mutually agreed upon by the Customer and the Cable Operator for the convenience of the Customer. c. The Cable Operator shall be deemed to have responded to a request for service under the provisions of this section when a technician arrives within the agreed upon time, provided that the technician has all necessary parts and equipment to complete the specified work order. If the Customer is absent when the technician arrives, the technician shall leave written notification of timely arrival, and will retain a record of the notice. 3. Outages and Service Interruptions a. In the event of a system outage (loss of reception on all channels) resulting from Cable Operator equipment failure affecting five (5) or more Customers, the Cable Operator shall respond in accordance with its outage response procedures, and in no event more than two (2) hours after the third (3rd) Customer call is received and shall remedy the problem as quickly as possible. b. Under Normal Operating Conditions, the Cable Operator will begin working on Service Interruptions promptly and remedy the Service Interruption within twenty- four (24) hours after the interruption becomes known. The Cable Operator must begin actions to correct other service problems by the end of the next calendar day after notification of the service problem. All such other service problems shall be corrected within forty-eight (48) hours or as otherwise agreed to between the Cable Operator and the Customer. c. The Cable Operator shall keep an accurate and comprehensive file of any and all Complaints and service calls regarding the cable system or its operation of the cable system, in a manner consistent with the privacy rights of Customers, and the Cable Operator's actions in response to those Complaints. These files shall remain open to the County during normal business hours and shall be maintained by the Cable Operator for a period of at least three (3) years. Within 30 days of a written request, the Cable Operator shall provide the County an executive summary monthly that shall include information concerning Escalated Complaints referred by the County to the Cable Operator, identifying the number and nature of the Escalated Complaints and their disposition. The summary shall be submitted to the County by the tenth (10th) day of the succeeding month. A log of Service Interruptions shall be maintained and provided to the County upon written request, but no more often than quarterly. d. Absent unusual circumstances, the Cable Operator shall use its best efforts to correct all outages and service interruptions for any cause beyond the control of the Cable 44 Operator within thirty-six (36) hours, after the conditions beyond its control have subsided but not later than forty-eight(48) hours. 4. Signal Quality a. The Cable Service signal quality provided by the Cable Operator shall meet or exceed technical standards established by the Federal Communications Commission ("FCC"). The Cable Operator shall render efficient service, make repairs promptly, and interrupt service only for good cause and for the shortest time possible. Scheduled interruptions shall be preceded by notice and shall occur during periods of minimum use of the cable system, preferably between midnight and six a.m. (6:00 a.m.). b. If a Customer experiences poor signal quality (whether it relates to a visual or audio problem) which is attributable to the Cable Operator's equipment, the Cable Operator shall respond and repair the problem no later than the day following the Customer call provided that the Customer is available and the repair can be made within the allotted time. If an appointment is necessary, the Customer may choose a block of time described in Section 3.C.a. At the Customer's request, the Cable Operator shall repair the problem at a later time that is convenient for the Customer. 5. Problem Resolution A Customer Service Representative shall have the authority to provide credits, waive fees, schedule service appointments and change billing cycles, where appropriate. Any difficulties that cannot be resolved by the Customer Service Representative shall be referred to the appropriate supervisor who shall contact the Customer within twenty-four (24) hours and resolve the problem within forty-eight (48) hours or within such other timeframe as is acceptable to the Customer and the Cable Operator. 6. Billing, Credits, and Refunds a. Bills must be clear, concise and understandable. Bills must be fully itemized, including, but not limited to, basic, expanded basic, digital and premium service charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates and credits. b. In case of a billing dispute, the Cable Operator must respond to a written inquiry from a Customer within thirty(30)days. c. The Cable Operator shall allow at least thirty (30) days from the beginning date of the applicable service period for payment of a Customer's service bill for that period. If a customer's service bill is not paid within that period of time the Cable Operator 45 may apply an administrative fee to the customer's account. If the Customer's service bill is not paid within forty-five (45) days of the beginning date of the applicable service period, the Cable Operator may perform a "soft" disconnect of the Customer's service. If a Customer's service bill is not paid within fifty-two (52) days of the beginning date of the applicable service period, the Cable Operator may disconnect the Customer's service, provided it has given two (2) weeks documented notice to the Customer that such disconnection may result. d. The Cable Operator shall issue credits or refund checks promptly but no later than either the Customer's next billing cycle following the determination that a credit or refund check is warranted or within thirty (30) days, whichever is earlier, or the return of the equipment supplied by the Cable Operator if service is terminated. e. In those instances under Normal Operating Conditions where service is not restored within eight (8) hours, the Cable Operator shall provide a credit to such Customer(s) upon request as hereinafter set forth for such period and subsequent fractions thereof The credit shall be in the amount of one-thirtieth (1/30) of the monthly charge for each tier of service which is unavailable to the Customer(s) per calendar day or portion thereof. 7. Notice/Work/Treatment of Property a. Except in the case of an emergency involving public safety or Service Interruption to a large number of subscribers, the Cable Operator shall give reasonable notice to property owners or legal tenants prior to entering upon private premises, and the notice shall specify the work to be performed. In the case of an emergency, however, the Cable Operator shall attempt to contact the property owner or legal tenant in person, and shall leave a door hanger notice in the event personal contact is not made. Any work on private property shall be conducted in accordance with an agreement between the Cable Operator and the property owner. If damage is caused by any Cable Operator activity, the Cable Operator shall reimburse the property owner one hundred percent (100%) of the cost of the damage or replace or repair the damaged property to as good a condition as before the Cable Operator's activity commenced. Grantee shall give affected property owners reasonable advance written notice of work on or use of such private property. b. The Cable Operator shall keep tree trimming to a minimum; trees and shrubs or other landscaping that are damaged by the Cable Operator or any employee or agent of the Cable Operator during installation or construction shall be restored to their prior condition or replaced. Trees and shrubs shall not be removed without the prior permission of the owner or legal tenant of the property on which they are located. This provision shall be in addition to, and shall not supersede, any requirement in any franchise agreement. 46 c. Nothing herein shall be construed as authorizing access or entry to private property, or any other property, where such right to access or entry is not otherwise provided by law. d. The Cable Operator's employee or agent shall clean all areas surrounding any of their work sites and ensure that all cable materials have been disposed of properly. D. Services for Customers with Disabilities 1. For any Customer with a disability, the Cable Operator shall at no charge deliver and pick up converters at Customers' home, unless the malfunction was caused by the actions of the customer. In the case of a malfunctioning converter, the technician shall provide another converter, hook it up and ensure that it is working properly, and shall return the defective converter to the Cable Operator. 2. The Cable Operator shall provide TDD/TTY service with trained operators, who can provide every type of assistance rendered by the Customer Service Representatives, for any hearing-impaired Customer at no charge. 3. The Cable Operator shall provide free use of a remote control unit to mobility-impaired Customers (if disabled, in accordance with subsection 4,below). 4. Any Customer with a disability may request the remote control unit described above by providing the Cable Operator with a letter from the Customer's physician stating the need, or by making the request to the Cable Operator's installer or service technician, where the need for the special service can be visually confirmed. E. Customer Information 1. Upon installation of service, at least annually to all Customers, at any time the Customer may request, or upon its own initiative, the Cable Operator shall provide the following information in clear, concise written form (and in Spanish, when requested by the customer): a. Products and services offered by the Cable Operator, including channel positions of programming carried on the system; b. The Cable Operator's complete range of service options and the prices for those services and conditions of subscription to programming and other services; c. Installation and service maintenance policies; d. Instruction on the use of Cable Service; e. The Cable Operator's billing, collection and disconnection procedures; f. Customer privacy rights; 47 g. All applicable Complaint procedures, and the telephone number and mailing address of the Cable Operator and the FCC; h. Use and availability of parental control/lock out devices; i. Special services for Customers with disabilities; j. Days, times of operation, and location of the service centers; k. Copies of all information listed in this section and provided to the customer shall be provided to the County upon written request, but no more often than once annually. 2. The County and Customers will be notified of any changes in rates, programming services or channel positions as soon as possible in writing. Notice must be given to the County and Customers a minimum of thirty (30) days in advance of such change(s) if the change is within the control of the Cable Operator. In addition, the Cable Operator shall notify the County and Customers thirty (30) days in advance of any significant changes in the other information required by Section E.1. above. 3. The Cable Operator shall provide written notice to a Customer of any increase in the price to be charged for equipment associated with the basic service tier at least thirty (30) days before any proposed increase is effective. 4. All officers, agents, and employees of the Cable Operator or its contractors or subcontractors who are in personal contact with Customers shall wear on their outer clothing identification cards bearing their name and photograph. The Cable Operator shall account for all identification cards at all times. Every vehicle of the Cable Operator shall be visually identified to the public as working for the Cable Operator. Every vehicle of a subcontractor or contractor shall be labeled with the name of the contractor or subcontractor, and shall be further identified as contracting or subcontracting for the Cable Operator. 5. Each CSR, technician or employee of the Cable Operator in each contact with a Customer shall state the estimated cost of the service, repair, or installation prior to delivery of the service or before any work is performed, and shall provide the Customer with an oral statement of the total charges before terminating the telephone call or before leaving the location at which the work is to be performed. F. Customer Privacy 1. The Cable Operator shall not monitor cable television signals to determine the individual viewing patterns or practices of any Customer without prior written consent from that Customer, except as needed to maintain system integrity or for other lawful purposes. 2. The Cable Operator shall not sell or otherwise make available Customer lists or other personally identifiable Customer information without prior written Customer consent except as otherwise permitted by law, such as if such disclosure is necessary to render, or 48 conduct a legitimate business activity related to, a Cable Service or other service provided by the Cable Operator to the Customer. 3. In addition to complying with the requirements in this subsection, the Cable Operator shall fully comply with all obligations under 47 U.S.C Section 551. G. Safety The Cable Operator shall install and locate its facilities, cable system, and equipment in compliance with all federal, State, local, and company safety standards, and in such manner as shall not unduly interfere with or endanger persons or property. Whenever the Cable Operator receives notice that an unsafe condition exists with respect to its equipment, the Cable Operator shall investigate such condition immediately, and shall take such measures as are necessary to remove or eliminate any unsafe condition. H. Satisfaction Guaranteed The Cable Operator shall guarantee customer satisfaction for every customer who requests new installation of Cable Service or adds any additional service to the Customer's subscription. Any Customer who requests disconnection of such service within 30 days from its date of activation shall receive a credit to his/her account in the amount of one month's subscription charge for the service that has been disconnected. SECTION 4. COMPLAINT PROCEDURE A. Complaints to the Cable Operator 1. The Cable Operator shall establish written procedures for receiving, acting upon, and resolving Complaints without intervention by the County (except where necessary) and shall publicize such procedures through printed documents at the Cable Operator's sole expense, consistent with Section 3(E)(1)(g)of these Standards. 2. Said written procedures shall describe a simple process by which any Customer may submit a Complaint by telephone or in writing to the Cable Operator regarding a disputed matter, or an alleged violation of: (i) any provision of these Standards; (ii) any terms or conditions of the Customer's contract with the Cable Operator; or(iii) reasonable business practices. 3. Within fifteen (15) calendar days after receiving a Complaint, the Cable Operator shall notify the Customer of the results of its investigation and its proposed action or credit. 4. The Cable Operator shall also notify the Customer of the Customer's right to file a Complaint with the County in the event the Customer is dissatisfied with the Cable Operator's decision, and shall explain the necessary procedures and County contact information, for filing such Complaint with the County. 49 5. The Cable Operator's Complaint procedures shall be filed with the County and approved by the County prior to implementation. B. Performance Bond 1. The Performance Bond shall be in the amount as specified in the franchise. 2. The Performance Bond shall, in part, serve as security for the performance by the Cable Operator of all its obligations under these Standards. 3. The rights reserved to the County in this Section are in addition to all other rights of the County, whether reserved by the franchise or authorized by law, and no action, proceeding or exercise of a right shall in any way affect, or diminish, any other right the County may otherwise have. C. Complaints to the County 1. Any Customer who is dissatisfied with any proposed disposition of a Complaint by a Cable Operator or who has not received a decision within the fifteen (15)calendar day period shall be entitled to have the Complaint reviewed by the County. 2. The Customer may initiate the review by filing a written request together with the Cable Operator's written decision, if any, with the County Attorney. 3. The Customer shall make such filing within thirty (30) days of receipt of the Cable Operator's decision or, if no decision has been provided, within forty-five (45) days after filing the original Complaint with the Cable Operator. 4. If the County decides that further information is warranted, the County may require the Cable Operator and the Customer to submit, within ten (10) days of notice thereof, a written statement of the facts and arguments in support of their respective positions. 5. The Cable Operator and the Customer shall produce any additional information, including any reports from the Cable Operator, which the County may deem necessary to an understanding and determination of the Complaint. 6. The County shall issue a determination within thirty(30) days after examining the materials submitted, setting forth its basis for the determination. 7. The County may extend this thirty (30) day time limit for reasonable cause and may intercede and attempt to negotiate an informal resolution. 50 8. If the County determines that the Complaint is valid and that the Cable Operator did not provide the complaining Customer with the proper solution and/or credit, the County may reverse any decision of the Cable Operator in the matter and/or require the Cable Operator to grant a solution in accordance with the Cable Operator's credit/refund policy for the alleged violation, or resolve the matter as otherwise mutually agreed upon by the Cable Operator and the County. The County may provide the Customer with the amount of the credit by means of a withdrawal from the Security Fund. D. Verification of Compliance The Cable Operator shall document its compliance with all of the Standards required through quarterly reports that demonstrate said compliance, or as otherwise requested in writing by the County. E. Overall Quality of Service The County may evaluate the overall quality of Customer service provided by the Cable Operator: 1. In conjunction with any performance review provided for in the franchise; or 2. At any other time, in its sole discretion, based on the number of Complaints received by the Cable Operator or the County, and the Cable Operator's response to those Complaints. F. Noncompliance with Standards/Remedying Violations 1. Noncompliance with any provision of these Standards may result in a violation of the franchise. If the County has reason to believe that the Cable Operator has failed to comply with any of these Standards, or has failed to perform in a timely manner, the County may pursue the procedures in its Franchise Agreement to address violations of these Standards in a like manner as other franchise violations are considered. 2. If the County has reason to believe that the Cable Operator has failed to comply with any of these Standards, or has failed to perform in a timely manner, or if similar Complaints repetitively arise, the County may require that the Cable Operator remedy the alleged noncompliance. If the alleged noncompliance is denied or not remedied to the satisfaction of the County, the County may opt to follow the liquidated damages procedures, revocation procedures or seek other remedies set forth in the franchise or in these Standards including rebates and credits to the customer, withholding of licenses or permits for work by the Cable Operator or its subcontractors, or pursue any other remedies at law or in equity. SECTION 5. MISCELLANEOUS A. Severability 51 Should any section, subsection, paragraph, or provision of these Standards be determined to be illegal, invalid, or unconstitutional by any court or agency of competent jurisdiction, such determination shall have no effect on the validity of any other section, subsection, paragraph, or provision of these Standards, all of which shall remain in full force and effect. B. Non-Waiver Failure of the County to enforce any provision(s) of these Standards shall not operate as a waiver of the provision(s) or of the Standards. 52 @omcast® Comcast Cable 434 Kimbark Street Longmont,CO 80501 VIA HAND DELIVERY April 9, 2008 Mr. Bruce Barker Weld County Attorney 915 Tenth Street Greeley, CO 80632 Subject: Comcast Cable Franchise Agreements Dear Bruce: Enclosed are two signed original franchise agreements for consideration by the Board of County Commissioners on April 21, 2008. Upon approval and when signed, please return one fully executed copy to me at the address listed above. It has been a pleasure working with you on this and let me know if you have any questions or if I can be of further assistance. Regards, Janet Rinaldi Director,Government Affairs Northern Colorado Janet Rinaldi @mcast® Enclosure Comcast Cable 434 Kimbark Street Longmont,CO 80501 Office:303 684.3339 Fax:303 353.7407 Mobile:303 210 3922 Janet Rinaldi©cable comcast.com @omcaste Comeast Cable .71 nTY _ i 434 Kimbark Street - rR s. Longmont,CO 80501 :u1 ND -1 P 3: 39 November 1, 2007 Mr. Bruce Barker Weld County Attorney's Office 915 Tenth Street Greeley, CO 80632 Subject: Advance Franchise Fee Dear Bruce: Enclosed is a check for $500 for advance franchise fee payments pursuant to Weld County Code, Section 11-1-20. The final draft of the franchise is still being reviewed by Comcast and I will advise you as to when that is complete so that we can schedule a hearing date with the Board of County Commissioners. If you have any questions, please contact me at(303) 684-3339. Sincerely, Janet Rinaldi Director, Government Affairs Enclosure QES RECEIPT, DATE DATE /3/40 Na 190032 0 N O o7 RECEIVED FROM CZ/M ` (-) LU ADD SS ""' , q. Hul a a"lm R. OO c/ g �Q`9• H H CO C) FOR`7.//a 1eAn. iY///I� ~ bC) ACCOUNT // HOW PAID 0 d N AMT.OF CASH #ay9G2o352 [j_ C) ACCOUNT 0AMT J CD PAID CHECK 3DC I.2.1O BALANCE MONEY BY iAk DUE OBE ©2001 . U+8L808 Esther Gesick From: Esther Gesick Sent: Friday, April 04, 2008 9:48 AM To: 'Janet_Rinaldi@cable.comcast.com' Cc: Bruce Barker Subject: FW: Comcast Cable Franchise Agreement Attachments: NOComcast.wpd; NOComcast.doc; ComcastFranchise.wpd; ComcastFranchise.doc NOComcast.wpd (8 VOComcast.doc(18 ComcastFranchise. ComcastFranchise. KB) KB) wpd (12 KB) doc(22 KB) Janet, The Draft Resolution and Notice are attached for your review. Thanks! Esther E. Gesick Deputy Clerk to the Board 915 10th Street Greeley, CO 80631 (970)356-4000 X4226 (970) 352-0242 (fax) Original Message From: Bruce Barker Sent: Friday, April 04, 2008 9:25 AM To: Rinaldi, Janet Cc: Esther Gesick Subject: RE: Comcast Cable Franchise Agreement Janet: Everything looks in order. We will have this on the Board of County Commissioners' agenda for April 21, 2008, at 9 a.m. The hearing will take place in the Board's first floor meeting room at 915 10th Street, Greeley (same building we met in before) . You already paid the $500 to cover notice and other costs, so the County will do the publication of notice. Esther will send you a copy of the notice and proposed resolution for approval. Let me know if you have any questions. Bruce Barker Original Message From: Rinaldi, Janet [mailto:Janet Rinaldi@cable.comcast.com] Sent: Tuesday, April 01, 2008 10:06 AM To: Bruce Barker Subject: Comcast Cable Franchise Agreement Bruce — at long last, the franchise agreement has received all the necessary internal approvals. I sincerely apologize for the length of time it has taken to accomplish this. I have attached the final version of the document, and you can now establish a hearing date on the BOCC agenda. Let me know when it will be and if there are any requirements to publish a notice and we can take care of that. 1 Janet Rinaldi Director, Government Affairs Comcast Cable 434 Kimbark Street Longmont, CO 80501 (303) 684-3339 (303) 210-3922 Cell email: Janet_Rinaldi@cable.comcast.com 2 NOTICE Pursuant to Chapter 11 of the Weld County Code, a public hearing will be held in the Chambers of the Board of County Commissioners of Weld County, Colorado, Weld County Centennial Center, 915 Tenth Street, Greeley, Colorado, at the time indicated below, for consideration of granting the franchise application of Comcast of Colorado IV, LLC, Comcast of Colorado I, LLC, and Comcast of California/Colorado/Washington I, Inc., including, but not limited to, non-exclusive rights to further construct or update a cable television system along the streets, alleys, and public ways of the County. If a court reporter is desired, please advise the Clerk to the Board, in writing, at least five days prior to the hearing. The cost of engaging a court reporter shall be borne by the requesting party. In accordance with the Americans with Disabilities Act, if special accommodations are required in order for you to participate in this hearing, please contact the Clerk to the Board's Office at(970) 336-7215, Extension 4226, prior to the day of the hearing. The complete case file may be examined in the office of the Clerk to the Board of County Commissioners, Weld County Centennial Center, 915 10th Street, Third Floor, Greeley, Colorado 80631. E-Mail messages sent to an individual Commissioner may not be included in the case file. To ensure inclusion of your E-Mail correspondence into the case file, please send a copy to egesick@co.weld.co.us. DATE: April 21, 2008 TIME: 9:00 a.m. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO DATED: April 4, 2008 PUBLISHED: April 9, 2008, in the Fort Lupton Press PROOF OF PUBLICATION NOTICE FORT LUPTON Pursuant to Chapter 11 of the Weld County Code, a public hearing will be held in the STATE OF COLORADO Ch ambers of the Board of County Commissioners of Weld County, COUNTY OF WELD SS. Colorado,Weld County Centennial Center,915 Tenth Street,Greeley, Colorado, at the time indicated below, for consideration of granting the franchise application of Comcast of Colorado IV, LLC, Comcast of Colorado I, LLC, and I, Karen Lambert, do solemnly swear that I Comcast of California/ColoradoNVashington I, am the Publisher of the Fort Lupton Press; Inc., including, but not limited to, non8 'exclusive rights to further that the same is a weekly newspaper printed construct or update a cable television system along the and published in the County of Weld, State streets,alleys,and public ways of the County. of Colorado,and has a general circulation If a coun reporter is desired, please advise the Clerk to the therein; that said newspaper has been Board,in writing,at least five days prior to the hearing. The cost of published continuously and uninterruptedly engaging a court reporter shall be borne by the requesting party. In in said county of Weld for a period of more accordance with the Americans with Disabilities Act, if special than fifty-two consecutive weeks prior to the accommodations are required in order for you to participate in this first publication of the annexed legal notice hearing, please contact the Clerk to the Board's Office at(970)336- or advertisement; that said newspaper has 7215,Extension 4226,prior to the day of the hearing. been admitted to the United States mails as The complete case file may be examined in the office of the Clerk second-class matter under the provisions of to the Board of County Commissioners, Weld County the act of March 3, 1879, or any Centennial Center, 915 10th Street, Third Floor, Greeley, amendments thereof, and that said Colorado 80631.E-Mail messages sent to an individual newspaper is a weekly newspaper duly Commissioner may not be included in the case file. To qualified for publishing legal notices and ensure inclusion of your EMall correspondence into the case advertisements within the meaning of the file, please send a copy to egesick@co.weld.co.us. laws of the State of Colorado. That the DATE:April 21,2006 annexed legal notice or advertisement was TIME:9:00 a.m. ublished in the re ular and entire issue of P BOARD OF COUNTY 9 COMMISSIONERS every number of said weekly newspaper for WELD COUNTY,COLORADO the period of 1 consecutive insertion(s); and DATED:April 4,2008 M PUBLISHED;April 9,2008,in the that the first publication of said notice was in Fort Lupton Press the issue of newspaper, dated 9th day of April, 2008, and the last on the 9th day of April, 2008. Publisher. Subscribed and sworn b 0\�p.3\t 4th day of April, 2008. 1ARY O /1 S.4 PuBU9 0 O t)& CC. Lek; 'fop oo�0 5�" Et Notary Public. CASE NO.401951 key 50844 Hello