HomeMy WebLinkAbout952155.tiffRESOLUTION
RE: APPROVE FRANCHISE AGREEMENT WITH TCI CABLEVISION OF COLORADO, INC.,
AND AUTHORIZE CHAIRMAN TO SIGN
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'Wei CournfyClerk to the Board
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Barbar J. Kirkmeyer, Priem
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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 Franchise Agreement between the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and
TCI Cablevision of Colorado, Inc., with terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said 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 TCI Cablevision of
Colorado, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 16th day of October, A.D., 1995.
BOARD OF COUNTY COMMISSIONERS
WMDUNTY
Dale K. Hall, Chairman
AS TO FORM:
t--Coun ttorney
CiCy ca,irc"
George EBaxter
Constance L. Harbert
r
WrH. e6Strer
952155
ORD94
FRANCHISE AGREEMENT
Index - WELD COUNTY, CO
SECTION TITLE PAGE
I DEFINITIONS 1
II GRANT OF FRANCHISE 3
III RIGHT OF COUNTY TO ISSUE FRANCHISE 4
IV EFFECTIVE DATE OF FRANCHISE 4
V TERM 4
VI FRANCHISE NONEXCLUSIVE 4
VII INCORPORATION OF WELD COUNTY MUNICIPAL CODE
BY REFERENCE AND RESOLUTION OF CONFLICTS 5
VIII DRAFTING OF FRANCHISE AGREEMENT 5
IX SERVICE AREA AND LINE EXTENSIONS 5
X SYSTEM 6
XI TECHNICAL STANDARDS 6
XII UPGRADING OF SYSTEM; SYSTEM DESIGN & CAPACOUNTY 6
XIII UPGRADE CONSTRUCTION 7
XIV LEASED ACCESS CHANNELS 7
XV GENERAL PROVISIONS 7
XVI CUSTOMER SERVICE STANDARDS 9
XVII EQUAL EMPLOYMENT OPPORTUNITY
10
XVIII FRANCHISE RENEWAL 10
10
XIX POLICE POWERS 10
XX FRANCHISE FEES 12
XXI REGULATION, RATES, AND CHARGES
XXII CONSTRUCTION PROVISIONS 12
12
XXIII INSURANCE PROVISIONS 15
XXIV INDEMNIFICATION 16
XXV BOND OR OTHER SURETY 16
XXVI DAMAGES/TERMINATION
XXVII OPTION TO PURCHASE CABLE SYSTEM 18
XXVII TRANSFER OF OWNERSHIP OF CONTROL 19
XXIX COOPERATION 20
20
XXX WAIVER 20
XXXI BOOKS AND RECORDS 20
XXXII CUMULATIVE PROVISION
XXXIII COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS 20
21
0
XXXIV NOTICES 21
XXXV CAPTIONS 22
XXXVI FORCE MAJEURE 22
XXXVII TIME IS OF THE ESSENCE 22
XXXVIII CONSTRUCTION OF AGREEMENT
XXXIX NO JOINT VENTURE 22
22
XL ENTIRE AGREEMENT 23
XLI ACTIONS OF COUNTY OR TCI-CO 23
XLII SEVERABILITY 23,24
SIGNATURE PAGES
ATTACHMENT A DESIGN CRITERIA
ATTACHMENT B CUSTOMER SERVICE STANDARDS
25
26
952155
FRANCHISE AGREEMENT
``THIS FRANCHISE AGREEMENT is made and entered into as of this /v{ day of
( -( (( v', 1995, by and between the COUNTY OF WELD, COLORADO, hereinafter
referred to as the "County," and TCI CABLEVISION OF COLORADO, INC., a Colorado corporation
(hereinafter referred to as "TCI-CO") with its principal place of business in Greeley at 3737
West 10th Street, Greeley, Colorado 80634.
WHEREAS, the County is authorized to grant one or more nonexclusive, revocable,
franchises to construct, reconstruct, operate, and maintain a cable communication system
within the County and is desirous of obtaining an upgrading of the existing TCI-CO system; and
WHEREAS, TCI-CO is agreeable to providing such services to the County and has made
application to the County for renewal of its existing franchise; and
WHEREAS, the County has determined that the financial, legal, and technical ability of
TCI-CO is reasonably sufficient to provide services, facilities, and equipment necessary to meet
the future cable -related needs and interests of the community; and
WHEREAS, the County, after public hearings and due evaluation, has determined that it is
in the best interest of the County and its residents to grant a new franchise to TCI-CO for the
term herein provided.
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenant contained
herein, the parties do mutually agree as follows:
DEFINITIONS
The following terms, phrases, words, and abbreviations shall have the meanings
ascribed to them below. When not inconsistent with the context, words used in the present tense
include the future tense, words in the plural number include the singular number, and words in
the singular number include the plural number:
A. "Addressable" shall mean the ability of a cable communications system to direct
and receive communications only at reception points on the system authorized to receive such
communications.
B. "Affiliate" means an entity which owns or controls, is owned or controlled by, or
is under common ownership with TCI-CO.
C. "Basic Service" means any service tier which includes the retransmission of
local television broadcast signals or such other definition as may be adopted by federal law.
D. "Cable Acts" mean the Cable Communications Policy Act of 1984, as amended, and
the Cable Television Consumer Protection and Competition Act of 1992, as it may be amended.
WELD COUNTY - Franchise Agreement - page 1
952155
E. "Cable Service" means (i) the one-way transmission to subscribers of video
programming or other programming service, and (ii) subscriber interaction, if any, which is
required for the selection of such video programming or other programming service.
F. "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 sibscribers
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 or (2) a facility
that serves only subscribers in one or more multiple unit dwellings under common ownership,
control, or management, unless such facility or facilities uses any public right-of-way.
G "Downstream" shall mean signals originating at the headend or hubs and
transmitted to subscribers.
H. "Earth station" shall mean equipment used to receive signals from or transmit
signals to a communications satellite.
"FCC" shall mean the Federal Communications Commission or successor
governmental entity thereto.
J. "Franchise" shall mean the initial authorization, or renewal thereof, issued by
the Franchising Authority pursuant to Weld County Ordinance 94, A and B Amendments,
whether such authorization is designated as a franchise, permit, license, resolution, contract,
certificate, agreement, or otherwise, which authorizes the construction or operation of the
Cable System.
K. "Franchising Authority" means the COUNTY or the lawful successor, transferee,
or assignee thereof.
L. "Force majeure" shall mean any delays caused by reason of (1) civil commotion;
(2) riots; (3) Acts of God, such as floods, earthquakes, and tornadoes; and any other
circumstances reasonably beyond the control of TCI-CO.
M. "Gross receipts" shall mean all operating revenues derived from the Cable
System collected directly or indirectly by TCI-CO or any affiliate in association with the
provision of cable communication services or any other services provided over the Cable
System within the County, including, but not limited to basic monthly service fees, premium
service fees, installation and reconnection fees, local origination fees, leased channel fees,
additional outlet fees, advertising revenues, and converter rentals. Gross receipts shall not
include any taxes on services which are imposed directly or indirectly on any subscriber
thereof by any governmental unit or agency and which are collected by TCI-CO on behalf of such
governmental unit or agency.
WELD COUNTY - Franchise Agreement - page 2
952155
N. "Headend" shall mean the facility, including antennas and associated electronics
which receives, controls, and switches the electronic information transmitted over the Cable
System.
0 "Interconnect" shall mean the electronic connection of two or more different
Cable Systems for the purpose of exchanging, switching, or retransmitting programming or
other signals.
P. "Person" means an individual, partnership, association, joint stock company,
trust, corporation, governmental entity, or any other entity.
Q "School" shall mean any duly accredited nonprofit educational institution,
including primary and secondary schools, colleges and universities, both public and private.
R. "Service Area" means the present boundaries of the County, and shall include any
additions thereto by annexation or other legal means.
S. "State-of-the-art" shall mean the condition of any Cable System, components, or
equipment accepted and used in the cable communications industry throughout Colorado and its
surrounding states which is of a high technical quality, dependable, reliable, and economically
feasible for comparable county population.
T. "Street" means the surface of and the space above and below any public street,
road, highway, freeway, lane, path, alley, court, sidewalk, boulevard, parkway, drive, public
way or place, or other easement now or hereafter held by the County.
U. "Subscriber" means a person or user of the Cable System who lawfully receives
Cable Services or other service therefrom with TCI-CO's express permission.
V. "Complete the upgrade" shall mean that all pre -engineering and design work,
actual engineering, preconstruction and actual physical construction shall have occurred to
upgrade the Cable System to at least seventy-six (76) channels.
W. "Upstream" shall mean the transmission of signals through a Cable System from
subscribers to the headend.
X. "Video Programming" means programming provided by, or generally considered
comparable to programming provided by, a television broadcast station.
II
GRANT OF FRANCHISE
A. The County hereby grants to TCI-CO, subject to the terms and conditions of this
Franchise Agreement, a nonexclusive franchise which authorizes TCI-CO to construct and
operate a Cable System and offer cable service and other services in, along, among, upon,
across, above, over, under, or in any manner connected with streets within the service area and
for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or retain
WELD COUNTY - Franchise Agreement - page 3
952155
in, on, over, under, upon, across, or along any street and all extensions thereof and additions
thereto, such earth stations, wires, cables, conductors, ducts, conduits, vaults, manholes,
pedestals, amplifiers, appliances, attachments, and other related property or equipment as may
be necessary or appurtenant to the Cable System.
B. This franchise is subject to the county ordinances, statutes and regulations now
in effect or hereafter made effective to the extent that TCI-CO's rights and obligations herein are
not materially altered thereby. Nothing in this Franchise Agreement shall be deemed to waive
the requirements of the various codes and ordinances of the County including, but not limited to,
permits, fees to be paid, or manner of construction.
III
RIGHT OF COUNTY TO ISSUE FRANCHISE
TCI-CO acknowledges and accepts the legal right of the County as such legal right exists
on effective date here of to issue this franchise on the date of grant thereof, and TCI-CO agrees
that it shall not now nor at any time hereafter challenge this lawful right of the County to issue
this franchise in any way, in any County, State, or Federal Court or governmental agency.
IV
EFFECTIVE DATE OF FRANCHISE
The effective date of the franchise shall be C ` if-' ),. 'r I L' , 19 (-
Further, the County's rights to accrued franchise fees shall not be affected thereby; and
provided, further, that any proceedings commenced under or pursuant to a prior franchise shall
in no manner be affected.
V
TERM
The term of the franchise shall be for a period of twelve (12) years from the effective
date, unless sooner terminated as provided in this franchise. Further, if TCI-CO does not
complete the upgrade of the Cable System specified in Section XII within two (2) years of the
effective date of this franchise, then the franchise granted hereby may be terminated in
accordance with the applicable provisions of Section XXVI of this Franchise Agreement.
VI
FRANCHISE NONEXCLUSIVE
This franchise shall not be construed as any limitation upon the right of the County to
grant to other persons rights, privileges, or authorities similar to the rights, privileges, and
authorities herein set forth, in the same or other streets, alleys, or other public ways or public
places. The County specifically reserves the right to grant at any time during the term of this
Franchise Agreement or renewal thereof, if any, such additional franchises for a Cable System
as it deems appropriate upon such terms and conditions as it deems appropriate. However, in
WELD COUNTY - Franchise Agreement - page 4
952155
the event the County enters into a franchise, permit, license, authorization, or other agreement
of any kind with any other person or entity other than TCI-CO to enter into the County's streets
for the purpose of constructing or operating a Cable System or providing cable service to any
part of the service area, the material provisions thereof shall be reasonably comparable to
those contained herein, in order that one operator not be granted an unfair competitive
advantage over another, and to provide all parties equal protection under the law.
VII
INCORPORATION OF WELD COUNTY
BY REFERENCE AND RESOLUTION OF CONFLICTS
All terms, conditions, and provisions of Weld County shall be deemed to be embodied in
this Franchise Agreement. Any and all conflicts between this Franchise Agreement and said Weld
County shall be resolved using the provisions of this Franchise Agreement to the extent that
TCI-CO's rights and obligations herein are not materially altered. On regulatory matters,
Federal and State laws will apply.
VIII
DRAFTING OF FRANCHISE AGREEMENT
Both the County and TCI-CO hereby acknowledge that they participated equally in the
negotiation and drafting of this Franchise Agreement and that, accordingly, no court construing
this Franchise Agreement shall construe it more stringently against one party than against the
other.
IX
SERVICE AREA AND LINE EXTENSIONS
TCI-CO shall offer nondiscriminatory cable service to the County. It shall be the
obligation of TCI-CO to furnish cable service to those areas of the County having a density of at
least twenty-five (25) homes or dwelling units per lineal cable mile as measured from the
existing terminus of the Cable System. Additionally, TCI-CO shall extend its service to any
person within the County who elects to subscribe to the cable service if they are less than one
hundred twenty-five (125) feet from the trunk or distribution cable. However, for unusual
circumstances, such as the existence of more than one hundred twenty-five (125) feet of
distance from distribution cable to connection of service to subscribers, or a density of less
than twenty-five (25) homes or dwelling units per 5,280 cable -bearing strand feet of trunk
or distribution cable, cable service or other service may be made available on the basis of a
capital contribution in aid of construction, including cost of material, labor, and easements. For
the purpose of determining the amount of capital contribution in aid of construction to be borne
by TCI-CO and subscribers in the area in which cable service may be expended, TCI-CO will
contribute an amount equal to the construction and other costs per mile, multiplied by a fraction
whose numerator equals the actual number of potential subscribers per 5,280 cable -bearing
strand feet of its trunk or distribution cable, and whose denominator equals twenty-five (25).
Other potential subscribers will bear the remainder of the construction and related costs on a
pro rata basis. TCI-CO may require that the payment of the capital contribution in aid of
WELD COUNTY - Franchise Agreement - page 5
952155
construction borne by such potential subscribers be paid in advance.
X
SYSTEM
A. Present System. The parties understand and agree that the Cable System in the
County operated by TCI-CO at the time of this franchise grant consists of a residential network
with a capacity of thirty-six (36) channels. TCI-CO shall, within two years from the effective
date of this franchise, complete the upgrade of its Cable System.
B. Neither TCI-CO nor the County shall be responsible for providing a studio for
public access purposes.
XI
TECHNICAL STANDARDS
The Cable System operated hereunder shall at all times operate and be updated as needed
so that, at a minimum, it is in conformance with all federal, state and local technical
specifications (as they may be amended) including but not limited to technical specifications
contained in FCC rules and regulations (as they may be amended), or any other applicable law
which may supersede such rules. Regardless of the technical standards that may be applicable,
TCI-CO shall use its good faith efforts to provide to subscribers video and audio signals of
consistently good quality.
XII
UPGRADING OF SYSTEM; SYSTEM DESIGN AND CAPACITY
The following requirements shall govern and be applicable to the upgrading of the Cable
System by TCI-CO:
A. System Configuration. Within thirty (30) days from the effective date of this
Franchise Agreement, TCI-CO agrees to commence a complete upgrade of the Cable System in the
service area to a system with a capability of delivering at least seventy-six (76) channels
(with fifty-five (55) channels being initially programmed), and shall complete the upgrading
of the system within two (2) years after the effective date of this Franchise Agreement. TCI-CO
shall upon request provide monthly, written reports to the County detailing the progress of the
upgrade.
The design criteria for the upgrade is attached hereto as Attachment A and incorporated
herein by reference. The upgraded Cable System shall consist of a network providing Cable
Services with the system being capable of providing bi-directional communications. The
system shall have a minimum capacity of seventy-six (76) channels and compatible converters
shall be offered by TCI-CO as necessary. Capacity utilized for system monitoring functions
shall not interfere with or displace subscriber services.
B. Addressability. The Cable System shall be addressable with capability for users
WELD COUNTY - Franchise Agreement - page 6
952155
to acquire signal security for selected channels and subchannels through techniques such as
signal scrambling or encoding. The addressable features shall be activated at such time as
upgraded service is provided.
C. Capacity for Two -Way Residential Services. The Cable System shall have the
capability for two-way residential services.
D. Standby Power. TCI-CO shall provide standby power -generating capacity at the
headend of at least four (4) hours. TCI-CO shall maintain strategically located standby power
system supplies throughout the Cable System, rated for at least two (2) hours duration.
E. Interconnections. Upon the request of the County, TCI-CO shall negotiate in good
faith to interconnect the Cable System with neighboring Cable Systems.
XIII
UPGRADE CONSTRUCTION
A. Right of Inspections. The County shall have the right to inspect all construction
and installation work performed subject to the provisions of this franchise, and shall make such
reasonable tests as it shall find necessary to ensure compliance with the terms of this
Franchise Agreement and other pertinent provisions of the law; provided, however, that the
County shall be permitted to charge TCI-CO its usual and customary fees of general applicability
for the inspection of construction in the streets; and provided, further, that such inspection and
tests shall not interfere with the operation of the Cable System and the provision of subscriber
services.
B. Detailed Plan. TCI-CO shall provide the County a detailed construction plan
indicating a schedule, area construction maps, test plans, and projected dates for offering
upgraded service. Upon request, TCI-CO shall update this information on a monthly basis, by
the tenth (10th) day of each subsequent month for the duration of the construction period,
showing specifically whether schedules are being met and the reasons for any delay. TCI-CO
shall adhere to the construction schedule as submitted subject to force majeure.
XIV
LEASED ACCESS CHANNELS
A. Leased Access Channels. TCI-CO 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 § 612 of the Cable Acts.
XV
GENERAL PROVISIONS
The following provisions shall be applicable to the existing Cable System and to the
upgraded system as contemplated herein upon the effective date of this Franchise Agreement and
WELD COUNTY - Franchise Agreement - page 7
952155
shall be applicable throughout the life of the franchise.
A. Emergency Alert Capabilities. In the case of any emergency or disaster, TCI-CO
shall, upon request of the County, make available its facilities and personnel to the County to
provide emergency information and instructions during the emergency or disaster period. TCI-
CO shall also provide the system with capability to transmit emergency alert signals using an
audio and visual override provided that such equipment is available technologically. The County
shall hold TCI-CO, its agents, employees, officers, and assigns hereunder, harmless from any
claims arising out of the emergency use of TCI-CO's facilities by the County, including, but not
limited to, reasonable attorneys' fees and costs. TCI-CO shall also provide emergency override
capability to permit the County (as and if required by the Americans with Disabilities Act) to
cablecast a message on all channels simultaneously in the event of disaster or public emergency.
B. Parental Control Devices. TCI-CO shall make available to subscribers the ability
to lock out such channels as they may desire.
C. Service to Multiple Family Dwelling Units. TCI-CO shall offer the individual
units of a multiple family dwelling unit all services offered to other dwelling units in the
County; provided, however, that any such offering is conditioned upon the unit being passed by
activated cable and TCI-CO having legal access to said unit.
D. Minimum Interference. All transmission lines, equipment, and structures shall
be installed, constructed, maintained and located so as to cause minimum interference with the
rights and reasonable convenience of property owners and at all times be kept and maintained in
a safe and adequate condition, and in good order and repair. TCI-CO shall, at all times, employ
necessary and reasonable care and shall install and maintain in use commonly accepted methods
and devices for preventing failures and accidents which are likely to cause damage, injury, or
nuisances to the public. Suitable barricades, flags, lights, flares, or other devices shall be used
at such times and places as are reasonably required for the safety of all members of the public.
E. Test and Compliance Procedures. (1) TCI-CO, at its cost, shall perform all tests
necessary to determine compliance with the FCC prescribed technical standards.
(a) Initial proof of performance test. TCI-CO shall provide to the County at
TCI-CO's expense an initial proof of performance test for each section of the upgraded Cable
System, to confirm the extent to which that section of the Cable System complies with the
applicable technical standards. Further, TCI-CO, at its expense, shall provide the County
within (30) days of completion of the system upgrade, its written opinion that the system
upgrade has been completed. TCI-CO at its expense will also run two advertisements twice (at
least a week apart) in a newspaper of general circulation in the County informing people that
the system upgrade has been completed.
( b ) Certifications and recertifications. TCI-CO shall, no less often than as
provided by law, provide at TCI-CO's expense, a proof of performance test to verify that the
system conforms to all requirements specified in this Franchise Agreement and applicable law.
Upon request, copies of the results of such proof of performance tests shall be provided to the
County.
( c) Signal leakage tests and reports. TCI-CO shall specifically monitor the
complete plant, downstream and upstream, on an ongoing and regular basis for signal leakage
and shall submit to the County, on request, a written report detailing the section tested,
measurements recorded at specified locations, and corrections made. Written records of test
WELD COUNTY - Franchise Agreement - page 8
952155
results shall be maintained and shall be available for County inspection upon request.
(d ) The County may perform technical tests of the Cable System during
reasonable times and in a manner which does not unreasonably interfere with the normal
business operations of TCI-CO or the Cable System in order to determine whether or not TCI-CO
is in compliance with the terms hereof and applicable local, state and federal laws. Except in
emergency circumstances, such tests may be undertaken only after giving TCI-CO reasonable
notice thereof, and providing a representative of TCI-CO an opportunity to be present during
such tests. In the event that such testing demonstrates that TCI-CO has substantially failed to
comply with a material requirement hereof, the reasonable costs of such tests shall be borne by
TCI-CO. In the event that such testing demonstrates that TCI-CO has substantially complied with
such material provisions hereof, the cost of such testing shall be borne by the County. Except in
emergency circumstances, the County agrees that such testing shall be undertaken no more than
two (2) times a year in the aggregate, and that the results thereof shall be made available to
TCI-CO upon TCI-CO's request.
( 2 ) Notice of shutdown. At least twelve (12) hours before any planned shutdown in
excess of four hours, TCI-CO shall give notice to the County when possible, of maintenance or
major equipment changeouts which require loss of service to twenty-five (25) or more
customers.
( 3 ) Employee identification. TCI-CO shall provide a standard identification document
to all employees, including employees of contractors and subcontractors, who will be in contact
with the public. Such documents shall include a telephone number that can be used to verify
identification.
F. Services for the Disabled. TCI-CO shall comply with all applicable federal, state
and local laws regarding services for the disabled.
G Free Service. TCI-CO shall provide without charge one (1) outlet of all of its
basic services and expanded basic services (or future equivalent services) to the Franchising
Authority's office building(s), each public library, fire station(s), police stations(s), and
private and public school building(s) that are passed by its Cable System in the County. The
outlets of basic and expanded basic services shall not be used to distribute or sell Cable Services
in or throughout such buildings; nor shall such outlets be located in common or public areas
open to the public. Notwithstanding anything to the contrary set forth herein, TCI-CO shall not
be required to provide an outlet to such buildings where the drop line from the feeder cable to
said buildings or premises exceeds one hundred twenty-five (125) cable feet, unless it is
technically feasible and so long as it will not adversely affect the operational, financial
condition, or market development of the Cable System to do so, or unless the appropriate entity
agrees to pay the incremental cost of such drop line in excess of one hundred twenty-five (125)
cable feet. In the event that additional outlets of basic and expanded basic services are provided
to such buildings, the building owner shall pay the usual installation fees associated therewith,
including, but not limited to, labor and materials at actual cost. However, the basic and
expanded basic services shall be provided free of charge regardless of the number of outlets
provided to such buildings.
XVI
CUSTOMER SERVICE STANDARDS
A. TCI-CO shall fully comply with the Customer Service Standards as set forth in
Attachment B which are attached hereto and incorporated herein by reference.
WELD COUNTY - Franchise Agreement - page 9
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XVII
I
EQUAL EMPLOYMENT OPPORTUNITY
TCI-CO shall comply with all applicable equal employment opportunity laws. Failure of
TCI-CO to abide by the equal employment laws may be deemed to be a substantial breach of this
franchise and may result in termination of this franchise.
XVIII
FRANCHISE RENEWAL
The County and TCI-CO agree that any proceedings undertaken by the Franchising
Authority that relate to the renewal of TCI-CO's franchise shall be governed by and comply with
the provisions of Section 626 of the Cable Acts, unless the procedures and substantive
protections set forth therein shall be deemed to be preempted and superseded by the provisions
of any subsequent provision of federal or state law.
In addition to the procedures set forth in said Section 626(a), the County agrees to
notify TCI-CO of the completion of its assessments regarding the identification of future cable -
related community needs and interests, as well as, the past performance of TCI-CO under the
then current franchise term. Notwithstanding anything to the contrary set forth herein, TCI-CO
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 TCI-CO may
agree to undertake and finalize negotiations regarding renewal of the then current franchise and
the County may grant a renewal thereof. TCI-CO and the County consider the terms set forth in
this section to be consistent with the express provisions of Section 626 of the Cable Acts.
XIX
POLICE POWERS
In accepting this franchise, TCI-CO acknowledges that its rights hereunder are subject to
the police powers of the County to adopt and enforce general ordinances necessary to the safety
and welfare of the public and it agrees to comply with all applicable general laws and ordinances
enacted by the County pursuant to such power.
XX
FRANCHISE FEES
A. TCI-CO, in consideration of the privilege granted under this franchise for the use
of streets and public ways and the privilege to construct and operate a Cable System, shall pay to
the County five percent (5%) of TCI-CO's annual gross receipts collected during the period of
its operation under the franchise in the County. The franchise fee payable by TCI-CO to the
County on gross revenues from any non -cable television related programming product or other
communications services such as interactive, data, telephone transmission or other
WELD COUNTY - Franchise Agreement - page 10
952155
communication products or services, shall be subject to federal law with the parties negotiating
in good faith, but shall be at the same rate but no greater than the franchise fee payable to the
County by all other providers of the same product or service within the Service Area. Each
payment shall be accompanied by a brief report from a representative of TCI-CO showing the
basis for the computation.
B. TCI-CO shall pay on an annual basis on or before each March 31st, the franchise
fees to the County for the preceding year. TCI-CO shall also file, no later than ninety (90) days
after the end of each of its fiscal years, TCI-CO's revenue statements for the preceding year,
certified as true and correct by a financial officer of TCI-CO.
C. The County shall have the right to inspect such of TCI-CO's income records, to
audit any and all relevant records necessary to enforcement of the franchise, and to recompute
any amounts determined to be payable under the franchise.
D. In the event that any franchise payment is not received by the County on or
before the applicable dates, interest shall be charged from such due date at an annual interest
rate of eighteen percent (18%) plus a late charge of five percent (5%) will also be due and
owing.
E. In the event the franchise is revoked or otherwise terminated prior to its
expiration date, TCI-CO shall file with the County, within ninety (90) days of the date of
revocation or termination, a certified revenue statement showing the gross receipts received by
it since the end of the previous year and shall make adjustments at that time for the franchise
fees due up to the date of revocation or termination.
F. No acceptance of any payment by the County shall be construed as a release or as
an accord and satisfaction of any claim the County may have for further or additional sums
payable as a franchise fee or for the performance of any other obligation of TCI-CO.
G The parties acknowledge that the franchise fees payable by TCI-CO to the County
shall not exceed the amount set at any time by federal law. If federal law is amended to allow
franchise fees in excess of five percent (5%) of gross revenues, the County may raise said
franchise fees payable to TCI-CO up to seven and one-half (71/2%) percent of TCI-CO's gross
receipts from its operations in the County. If federal law is amended to allow franchise fees in
excess of seven and one-half (7 1/2%) percent of gross revenues, however, the parties shall
negotiate in good faith in an attempt to reach agreement on the franchise fee amount. In any
case, the County will not charge a franchse fee from TCI-CO that is in excess of the franchice fee
amount charged any other cablevision franchisee in the County.
H. The period of limitation for recovery of any franchise fees payable hereunder
shall be five (5) years from the date on which payment by TCI-CO is due. Unless within five
(5) years from and after said payment due date the County initiates a lawsuit for recovery of
such franchise fees in a court of competent jurisdiction, such recovery shall be barred and the
County shall be estopped from asserting any claims whatsoever against TCI-CO relating to any
such alleged deficiencies.
I. The franchise fees shall not be considered in the nature of a tax, but shall be in
addition to any and all taxes which are now or hereafter required to be paid by any law of the
WELD COUNTY - Franchise Agreement - page 11
95" X55
County, the State of Colorado, or the United States.
J. If the results of an audit by the County show a discrepancy of more than five
percent (5%) in the franchise fees that were to be paid to the County, TCI-CO shall pay for the
cost of such audit.
K. In the event that franchise fees are prohibited by any law or regulation, TCI-CO
shall negotiate in good faith with the County for an equitable payment for use of the public
rights -of -way. Such payments shall be made on a monthly basis with the same procedure as
specified in Section XX herein.
XXI
REGULATION, RATES, AND CHARGES
A. Regulatory Authority. The County shall exercise appropriate regulatory
authority under the provisions of this Franchise Agreement and applicable law. Regulation may
be exercised through any duly designated County office or duly established body appointed to
advise or support the County in its regulatory responsibilities.
B. The County and TCI-CO acknowledge that any future regulation of rates and
charges relating to the provision of Cable Services and equipment under this Franchise
Agreement shall be governed by applicable federal, state and local laws and the rules and
regulations of the FCC (as amended). In addition, the County may from time to time elect not to
regulate TCI-CO's rates and charges, but any such election shall not waive the County's right to
regulate in the future. When the County does elect to regulate, it shall first promulgate
necessary rules and procedural standards that conform to applicable laws and FCC requirements.
Thereafter, the County and TCI-CO will adhere to such procedures in evaluating and resolving
any matters which arise concerning rates and charges which are subject to rate regulation
under applicable laws and FCC
rules and regulations.
C. TCI-CO shall not, as to rates, charges, services, service facilities, rules,
regulations or in any other respect, make or grant any undue preference or advantage to any
person, or subject any person to any undue prejudice or disadvantage.
XXII
CONSTRUCTION PROVISIONS
A. TCI-CO's Cable System constructed within the County shall meet or exceed all
technical standards of the FCC and other applicable federal, state and local laws as they now exist
or may hereafter be amended.
B. TCI-CO shall not erect or authorize or permit others to erect any poles within
the streets of the County for operation of its Cable System.
C. Upon its receipt of reasonable advance notice, not to be less than forty-eight
WELD COUNTY - Franchise Agreement - page 12
952155
(48) business hours, TCI-CO shall, at its own expense, protect, support, temporarily
disconnect, relocate in the streets or public way, or remove from the streets or public way, any
property of TCI-CO when lawfully required by the County by reason of traffic conditions, public
safety, street abandonment, freeway and street construction, change or establishment of street
grade, installation of sewers, drains, gas or water pipes, or any other type of structures or
improvements by the County. If public funds are available to any company using such street,
easement, or right of way for the purpose of defraying the cost of any of the foregoing, such
funds shall also be made available to TCI-CO.
D. TCI-CO shall, on the request of any person holding a building moving permit
issued by the County, temporarily raise or lower its wires to permit the moving of such
building, provided: (a) the expense of such temporary raising or lowering of wires is paid by
said person, including, if required by TCI-CO, making such payment in advance; and (b) TCI-CO
is given not less than five (5) business days advance written notice to arrange for such
temporary wire changes.
E. TCI-CO shall have the authority to trim trees or other natural growth
overhanging any of its Cable System in the service area so as to prevent branches from coming
in contact with TCI-CO's wires, cables, or other equipment. TCI-CO shall reasonably
compensate the County or property owner for any damages caused by such trimming, or shall, at
its own cost and expense, reasonably replace all trees or shrubs damaged as a result of any
construction, operation or maintenance of the Cable System.
F. Subject to any applicable local, state or federal regulations or tariffs, the County
shall have the right to make additional use, for any public purpose, of any poles or conduits
owned exclusively by or for TCI-CO in any street or public way; provided that: (a) such use by
the County does not interfere with a current or future use by TCI-CO; (b) the County holds TCI-
CO harmless against and from all claims, demands, costs, or liabilities of every kind and nature
whatsoever arising out of such use of said poles or conduits, including, but not limited to,
reasonable attorneys' fees and costs; and (c) at TCI-CO's discretion, the County may be required
either to pay a reasonable rental fee or otherwise reasonably compensate TCI-CO for the use of
such poles, conduits, or equipment; provided, however, that TCI-CO agrees that such
compensation or charge shall not exceed those paid by it to public utilities pursuant to the
applicable pole attachment agreement, or other authorization, relating to the service area.
G In those areas of the service area where all or any part of the transmission or
distribution facilities of the respective public utilities providing telephone communications and
electric services are underground, TCI-CO likewise shall construct, operate, and maintain all of
its transmission and distribution facilities underground. In those areas of the service area
where the transmission or distribution facilities of the respective public utilities providing
electric services are underground, TCI-CO shall place its facilities and equipment underground.
Nothing contained in this section shall require TCI-CO to construct, operate, and maintain
underground any ground -mounted appurtenances such as subscriber taps, line extenders,
system passive devices (splitters, directional couplers), amplifiers, power supplies,
pedestals, or other related equipment. With regard to new subdivisions within the service area
after the effective date of this franchise, if all or part of the transmission or distribution
facilities of the respective public utilities providing telephone communications and electric
services are placed underground, TCI-CO shall then construct, operate, and maintain all of its
transmission and distribution facilities underground. All placement by TCI-CO of its property
WELD COUNTY - Franchise Agreement - page 13
952155
underground shall be at the sole cost and expense of TCI-CO.
H. The County shall have the right to inspect all construction and installation work
performed by TCI-CO pursuant to this Franchise Agreement as it shall find necessary to ensure
compliance by TCI-CO.
All construction, installation, and maintenance of the Cable System shall be
performed in an orderly and workmanlike manner and must comply with the National Electrical
Safety Code, the National Electric Code, the Bell System Manual of Construction Procedures, all
federal, state and local regulations, and generally accepted industry practices.
J. Worker facilities, conditions, and procedures shall comply with the standards of
the Occupational Safety and Health Administration.
K. TCI-CO at its own cost and expense and in the manner approved by the County
shall replace and restore all paving, sidewalks, driveways, or the surface of any street or alley
disturbed, in as good a condition as before the work was commenced. Failure of TCI-CO to
replace or restore such paving, sidewalk, driveway, street surface, or alley within forty-eight
(48) hours after notification by the County shall entitle the County to cause the proper
restoration to be made at TCI-CO's expense.
L. Whenever TCI-CO shall cause or any person acting on its behalf shall cause any
injury or damage to any private property by or because of the installation, maintenance or
operation of its cable communications facilities, such injury or damage shall be remedied fully
by TCI-CO at its expense.
M. No installation of any cable communications facility shall be performed or
conducted within any of the streets of the County unless plans therefor shall have been first
submitted to the director of public works of the County and a construction permit issued
therefor.
N. Upon failure of TCI-CO to commence, pursue or complete any work required of it
by law or by the provisions of this franchise to be done in any street, the County shall give
written notice thereof to TCI-CO. If TCI-CO has failed to remedy the situation within thirty
(30) days after receipt of such notice, the County, at its option, may cause such work to be done
and TCI-CO shall pay to the County the cost thereof in the itemized amounts reported by the
County to TCI-CO, within thirty (30) days after receipt of such itemized report.
XXIII
INSURANCE PROVISIONS
A. Comprehensive Liability Insurance. TCI-CO shall at all times during the
existence of this franchise maintain in full force and effect at TCI-CO's own cost and expense, a
comprehensive liability insurance policy with a company which is licensed to do business in the
state, protecting, indemnifying and defending the County, Board of Commissioners and any
officers, boards, commissions, authorized agents and employees thereof from and against any
and all claims, demands, actions, suits and proceedings by others, against all liabilities to
WELD COUNTY - Franchise Agreement - page 14
952155
others, including but not limited to any liability for damages by reason of, or arising out of, any
failure by TCI-CO to secure consents from the owners, authorized distributors or licensees of
programs to be transmitted or distributed by TCI-CO, and against any loss, cost, expense, and
damages including reasonable attorneys' fees, arising out of the exercise or enjoyment of the
franchise. Further, the comprehensive liability insurance policy shall protect, indemnify and
defend the County, Board of Commissioners, and any officers, boards, commissions, authorized
agents and employees thereof, from and against all claims by any person whatsoever for loss or
damage for personal injury, death or property damage occasioned by the operations of TCI-CO
under TCI-CO's franchise, or alleged to so have been caused or occurred, with minimum
liability limits of one million dollars ($1,000,000) for personal injury or death to any one
person in any one occurrence, and two million dollars ($2,000,000) for personal injury or
death to two or more persons in any one occurrence, and two million dollars ($2,000,000) for
damage to property resulting from any one occurrence. The County shall be named as an
additional insured and will be provided a certificate of insurance evidencing the coverages
required herein.
B. Other Insurance. TCI-CO shall also provide Workmen's Compensation Insurance
as required by Colorado law.
C. Changes in Insurance - Notice to County Required. All insurance coverage shall
provide for at least thirty days' prior written notice to the County Clerk in the event of material
alterations or cancellation of any coverage afforded in the policies, before such alteration or
cancellation becomes effective.
D. Insurance - No Limitation. TCI-CO's maintenance of insurance policies required
by this franchise shall not be construed to excuse unfaithful performance by TCI-CO or to limit
the liability of TCI-CO to the coverage provided in the insurance policies, or otherwise to limit
the County's recourse to any other remedy available at law or in equity.
XXIV
INDEMNIFICATION
TCI-CO shall, at its sole cost and expense, indemnify and hold harmless the County,
Board of Commissioners, and any officers, boards, commissions, authorized agents and
employees thereof, at all times and shall pay all damages and penalties which the County may be
legally required to pay as a result of the construction, operation or maintenance of the Cable
System. Such damages and penalties shall include, without limitation, damages arising out of
copyright infringements, and the construction, erection, operation, maintenance and repair of
the Cable System, whether or not any act or omission complained of is authorized, allowed or
prohibited by this franchise. If legal action is filed against the County, either independently or
jointly with TCI-CO to recover for any claim or damages, TCI-CO, upon notice to it by the
County, shall defend the County against the action. In the event of a final judgment being
obtained against the County, either independently or jointly with TCI-CO, for which TCI-CO has
indemnified the County, TCI-CO shall pay the judgment and all costs and hold the County
harmless therefrom. Nothing in this franchise shall be interpreted to abridge or otherwise
affect the County's right to intervene or participate in any suit, action or proceeding at the
County's expense involving any provisions of this franchise. TCI-CO shall pay all expenses
WELD COUNTY - Franchise Agreement - page 15
952.:55
952155
incurred by TCI-CO and the County in defending with regard to all damages as set forth in this
section. These expenses shall include, without limitation, all out-of-pocket expenses,
attorneys' fees, witness and discovery costs and expenses. Additionally, the reasonable value of
any services rendered by the County Attorney and its office, and any other agents and employees
of the County shall also be paid by TCI-CO if TCI-CO requests such services.
XXV
BOND OR OTHER SURETY
In lieu of providing the County with a performance bond in the amount of $25,000, TCI-CO
shall provide a Parent Guarantee in Lieu of Bond in which TCI Communications, Inc., the
indirect parent of TCI-CO, shall guarantee the due and punctual performance of any and all
obligations of TCI-CO set forth under this Franchise.
XXVI
DAMAGES/TERMINATION
A. ( 1 ) Whenever the County finds that TCI-CO has allegedly violated one (1) or
more terms, conditions or provisions of this Franchise Agreement, a written notice shall be
given to TCI-CO by the County. The written notice shall describe in reasonable detail the alleged
violation so as to afford TCI-CO an opportunity to remedy the violation. TCI-CO shall have
thirty (30) days subsequent to receipt of the notice in which to correct the violation before the
County may resort to the imposition of damages.
B. Neither the right to damages nor the payment of damages shall bar or otherwise
limit the right of the County in a proper case to:
(a) Obtain judicial enforcement of TCI-CO's obligations by means of specific
performance, injunctive relief, mandate, or other remedies at law or in equity; or
( b ) Consider any substantial violation as grounds for forfeiture and
termination of the franchise.
C. Forfeiture and Termination.
( 1 ) In addition to all other rights and powers retained by the County under
this franchise, the County reserves the right to terminate the franchise and all rights and
privileges of TCI-CO in the event of a substantial breach of its terms and conditions. A
substantial breach by TCI-CO shall include, but shall not be limited to, the following:
(a) An uncured violation of any material provision of this franchise or
any material rule, order, regulation, or determination of the County made pursuant thereto;
( b ) An attempt to evade any material provision of the franchise or
practice any fraud or deceit upon the Cable System subscribers or upon the County;
( c ) TCI-CO abandons the system or terminates the system's
operations;
( d) TCI-CO fails to pay the franchise fees in accordance with this
franchise;
WELD COUNTY - Franchise Agreement - page 16
952155
( e ) Failure to timely begin or complete any system upgrade as set
forth in this franchise;
(f) Failure to restore service after ninety-six (96) hours of an
outage or interrupted service; except when approval of such outage or interruption is obtained
from the County;
(g) Material misrepresentation of facts in the application, proposal or
during the negotiations relating to this franchise;
( h ) Failure to provide insurance and indemnity as required by the
franchise;
( 2 ) None of the foregoing shall constitute a major breach if a violation occurs
which is without fault of TCI-CO or occurs as a result of circumstances beyond TCI-CO's control.
TCI-CO shall not be excused by mere economic hardship or by nonfeasance or malfeasance of
directors, officers, agents, or employees; provided, however, that damage to equipment causing
service interruptions shall be deemed to be the result of circumstances beyond TCI-CO's control
if it is caused by sabotage or vandalism or malicious mischief. TCI-CO shall bear the burden of
proof in establishing the existence of such conditions.
( 3 ) The County shall make a written demand that TCI-CO comply with any
such provision, rule, order, or determination under or pursuant to the franchise. If the
violation by TCI-CO continues for a period of thirty (30) days following receipt of such written
demand without written proof that corrective action has been taken or is being actively and
expeditiously pursued, the County may consider terminating the franchise; provided, however,
a written notice thereof shall be given to TCI-CO at least fifteen (15) days in advance of such
termination and TCI-CO must be given an opportunity to appear before the Board of
Commissioners to present its arguments.
(4) Should the County determine, following the public hearing, that the
violation by TCI-CO was the fault of TCI-CO and within TCI-CO's control, the County may declare
that the franchise be forfeited and terminated; provided, however, the County may, in its
discretion, provide an opportunity for TCI-CO to remedy the violation and come into compliance
with the franchise so as to avoid termination. In no event will an election be required to revoke
a franchise.
D. Foreclosure. Upon the foreclosure or other judicial sale of all or a substantial
part of the Cable System, TCI-CO shall notify the County of such fact and such notification or the
occurrence of such event shall be treated as a notification that a change in control of the
franchise has taken place and such change in control is subject to the consent of the County.
E. Receivership or Bankruptcy. The County shall have the right to cancel this
franchise one hundred twenty (120) days after the initiation of bankruptcy proceedings by or
against TCI-CO or the appointment of a receiver, or trustee, to take over and conduct the
business of TCI-CO, whether in receivership, reorganization, bankruptcy, or other action or
proceeding, unless such bankruptcy, reorganization, receivership, trusteeship or other action
or proceeding shall have been vacated prior to the expiration of said one hundred twenty (120)
days, or unless:
( 1 ) Within one hundred twenty (120) days after the election or appointment,
such receiver or trustee shall have fully complied with all of the provisions of the franchise and
remedied any defaults thereunder; and
(2) Within one hundred twenty (120) days, such receiver or trustee shall have
executed an agreement duly approved by the court having jurisdiction whereby such receiver or
WELD COUNTY - Franchise Agreement - page 17
952155
trustee assumes and agrees to be bound by each and every provision of this franchise.
F. Removal of Cable System. At the expiration of the term for which this franchise
has been granted, or upon its termination or revocation as provided herein, TCI-CO shall
forthwith, upon notice by the County, remove at TCI-CO's own expense all designated portions of
the Cable System from all streets and public ways within the County, and shall restore said
streets and public ways to their former condition; provided, however, TCI-CO shall have the
right to sell its physical plant to a subsequent franchisee, subject to County approval in which
case said plant need not be removed and TCI-CO shall continue to operate the Cable System
during such interim period prior to the sale. If TCI-CO fails to remove or operate its facilities
upon request, the County may perform the work at TCI-CO's expense. Any property of TCI-CO
remaining in place one hundred eighty (180) days after the expiration, termination or
revocation of this franchise shall be considered permanently abandoned and may become the
property of the County at its discretion.
XXVII
OPTION TO PURCHASE CABLE SYSTEM
A. Subject to Section 627 of the Cable Acts, at the expiration of this franchise,
whether by lawful nonrenewal, termination, or revocation, the County shall have the option to
purchase TCI-CO's entire Cable System within the incorporated areas of the County.
tIlline'orpnratLd
B. In order to avail itself of this option to purchase, the County shall give written
notice to TCI-CO of its desire to exercise its option, including the date upon which the County
shall exercise its option, which notice shall be valid if given on or before the day the franchise
shall so expire. TCI-CO shall be compensated, in readily available funds, the value of the
system as determined consistent with Subsection D. below.
C. TCI-CO shall execute such bills of sale, warranty deeds or other instruments of
conveyance as shall be necessary for the transfer of its system to the County.
D. If a renewal of this franchise is denied and the County acquires ownership of the
Cable System, such acquisition shall be at fair market value, determined on the basis of the
Cable System valued as a going concern, but with no value allocated to the franchise itself. If
this franchise is revoked for cause and the County acquires ownership of the Cable System, such
acquisition shall be at an equitable price. The valuation provisions herein are subject to
applicable federal, state and local law.
E. In the event the County and TCI-CO cannot agree upon the price to be paid for the
system within sixty (60) days after the date the option is exercised by the County, the parties
shall refer the issue of value to a board of qualified cable system appraisers composed of one
disinterested person appointed by the County and one disinterested person appointed by TCI-CO.
If the two appraisers cannot agree on such value within thirty (30) days thereafter, they shall
appoint a third disinterested qualified cable system appraiser, and the determination of any two
appraisers shall be made within an additional thirty (30) days. The expense related to the
appraisal shall be borne equally by TCI-CO and the County. The County shall have ninety (90)
days after such determination of the appraisers to pay TCI-CO in cash the appraised value of the
Cable System or to advise TCI-CO that it wished to withdraw the exercise of its option to
WELD COUNTY - Franchise Agreement - page 18
952,155
purchase.
In the event that the County and TCI-CO fail to agree within one hundr
ice to be paid for the system, the parties shall r-
sed of one disinterest -
-•
.••••
(120) days upo
a board of qualified appraiser
one disinterested person appointed by TC - . -
within thirty (30) days, they s - : •.oint a third disinte
of any two apprai - . be made within an additional thirty (30) day
relati. • e appraisal shall be borne equally by TCI-CO and the County.
*Os-
-I -
y
issue of value to
n appointed by the County and
wo appraisers cannot agree on such value
erson, and the determination
x•enses
XXVIII
TRANSFER OF OWNERSHIP OR CONTROL
A. The Cable System and this franchise shall not be sold, assigned, transferred,
leased, or disposed of, either in whole or in part, either by involuntary sale or by voluntary
sale, merger, consolidation, or mortgaged in any manner, nor shall title thereto, either legal or
equitable, or any right, interest, or property therein pass to or vest in any person or entity,
without the prior consent of the County, which consent shall not be unreasonably withheld.
B. The provisions of this section shall apply to the sale or transfer of all or a
majority of TCI-CO's assets, merger (including any parent and its subsidiary corporation),
consolidation, creation of a subsidiary corporation or sale or transfer of stock in TCI-CO so as to
create a new controlling interest. The term "controlling interest" as used herein is not limited
to majority stock ownership, but includes actual working control in whatever manner
exercised.
( 1 ) The parties to the merger, sale or transfer shall make a written request
to the County for its approval of a merger, sale or transfer and furnish all information related
to the merger, sale or transfer required by law and the County.
( 2 ) Upon receipt of all requested information, the County shall render a final
written decision on the request within one hundred twenty (120) days of the request. 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.
( 3 ) Within thirty (30) days of any merger, transfer or sale, if approved or
deemed granted by the County, TCI-CO shall file with the County a copy of a written instrument
evidencing such merger, sale or transfer of ownership or control, or lease, certified and sworn
to as correct by TCI-CO and the transferee shall file its sworn acceptance and agreement to abide
by each and every provision of this Franchise Agreement.
C. In reviewing a request for merger, sale or transfer, the County may inquire into
the legal, technical and financial qualifications of the prospective controlling party or
transferee, and TCI-CO shall assist the County in so inquiring. The County may condition its
consent upon such terms and conditions as it deems reasonably appropriate; provided, however,
the County shall not unreasonably withhold its approval; and any such terms and conditions so
attached shall be related to the legal, technical, and financial qualifications of the prospective
controlling party or transferee and to the resolution of outstanding and unresolved issues of
noncompliance with the terms and conditions of this franchise by TCI-CO.
WELD COUNTY - Franchise Agreement - page 19
952155 '
XXIX
COOPERATION
The parties recognize that it is in their mutual best interests for the Cable System to be
operated as efficiently as possible and for the upgrade of the system to occur in accordance with
the requirements and schedule set forth in this franchise. To achieve this, the parties agree to
cooperate with each other in accordance with the terms and provisions of this franchise.
XXX
WAIVER
The failure of the County at any time to require performance by TCI-CO 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 here of be taken or held to be a waiver of
any succeeding breach of such provision, or as a waiver of the provision itself.
XXXI
BOOKS AND RECORDS
TCI-CO agrees that the County may review such of TCI-CO's books and records, during
normal business hours and on a nondisruptive basis, as is reasonably necessary to monitor
compliance with the terms hereof. Such records shall include, but shall not be limited to, any
public records required to be kept by TCI-CO pursuant to the rules and regulations of the FCC.
Copies of all petitions, applications and communications sent to or exchanged between
TCI-CO and the FCC, Securities and Exchange Commission or any other federal or state
regulatory commission or agency having jurisdiction in respect to any matter affecting Cable
System operations, so far as the same pertains to any aspect of the service or operations of TCI-
CO in the County, shall also be submitted to the County within thirty (30) days upon request of
the County.
XXXII
CUMULATIVE PROVISION
The rights and remedies reserved to the County by this franchise are cumulative and
shall be in addition to and not in derogation of any other rights or remedies which the County
may have with respect to the subject matter of this franchise, and a waiver thereof at any time
shall have no effect on the enforcement of such rights or remedies at a future time.
XXXIII
COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS
WELD COUNTY - Franchise Agreement - page 20
952155
TCI-CO, its contractors, employees, and agents, shall be familiar with all federal, state,
local, and municipal laws, ordinances, rules and regulations which in any manner affect those
engaged or employed in the company, or the materials or equipment used in the company, or in
any way affect the company, and no plea of misunderstanding will be considered upon account of
the ignorance thereof. If TCI-CO shall discover any provision in the plans or specifications
which are contrary to or inconsistent with any such law, ordinance, rule, or regulation, TCI-CO
shall promptly report it to the County in writing. TCI-CO, its contractors, employees, and
agents shall comply with all applicable federal, state, and local laws, rules, and regulations
issued pursuant thereto. TCI-CO and the County have carefully reviewed this franchise and
believe that all provisions hereof are in full compliance with all local, state, and federal laws
and regulations in effect on the date of execution, including the Cable Acts. TCI-CO and the
County shall also be entitled to all rights and be bound by all changes in local, state, and federal
law which occur subsequent to the effective date of this Franchise Agreement. TCI-CO and the
County acknowledge that their rights and obligations under this Franchise Agreement are
explictly subject to all such changes.
)00CIV
NOI10ES
Unless expressly otherwise agreed between the parties, every notice or response
required by this Franchise to be served upon the Franchising Authority or the Grantee shall be
in writing, and shall be deemed to have been duly given to the required party five business days
after having been posted in a properly sealed and correctly addressed envelope when hand
delivered or sent by certified or registered mail, postage prepaid.
The notices or responses to the County shall be addressed as follows:
Weld County
Board of County Commissioners
P.O. Box 758
Greeley, Colorado 80632
The notices or responses to TCI-CO shall be addressed as follows:
TCI Cablevision of Colorado, Inc.
3737 West 10th Street
Greeley, Colorado 80634
The County and TCI-CO may designate such other address or addresses from time to time
by giving written notice to the other.
100X/
CAPTIONS
The captions to Sections contained herein are intended solely to facilitate the reading
WELD COUNTY - Franchise Agreement - page 21
952155
thereof. Such captions shall not affect the meaning or interpretation of the text herein.
)000./I
FORCE MAJEURE
TCI-CO shall not be held in default with the provisions of the franchise, nor suffer any
enforcement or penalty relating thereto, where such noncompliance or alleged defaults are
caused by reasons of force majeure.
XXXVII
TIME IS OF THE ESSENCE
Whenever the franchise sets forth any time for any act to be performed by either of the
parties, such time shall be deemed to be of the essence of this franchise.
XXXVIII
I
CONS I RUCTION AGREEMENT
This franchise shall be governed, construed, and enforced in accordance with the laws of
the State of Colorado (as amended), the Cable Acts as amended, and any applicable rules,
regulations, and orders of the FCC and any other applicable local, state and federal laws, rules,
regulations, legislation, or orders (as such now exist, are later amended or subsequently
adopted).
XXXIX
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.
XL
ENTIRE AGREEMENT
This Franchise Agreement and all attachments represent the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof and supercede
all prior oral negotiations between the parties. This Franchise Agreement can be amended,
supplemented, modified, or changed only by an agreement in writing which makes specific
reference to this franchise or to the appropriate attachment and which is signed on behalf of
both parties.
WELD COUNTY - Franchise Agreement - page 22
XLI
ACTIONS OF COUNTY OR TCI-CO
In any action by the County or TCI-CO mandated or permitted under the terms hereof, it
shall act in a reasonable, expeditious, and timely manner. Furthermore, in any instance where
approval or consent is required under the terms hereof, such approval or consent shall not be
unreasonably withheld.
XLII
SEVERABILITY
If any section, sentence, paragraph, term, or provision hereof is determined to be
illegal, invalid, or unconstitutional, by any court of competent jurisdiction or by any state or
federal regulatory authority having jurisdiction therof, such determination shall have no effect
on the validity of any other section, sentence, paragraph, term, or provision hereof, all of
which will remain in full force and effect for the term of the franchise.
\WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be
�� the da an ear first above written.
9'fi Y �Y /
1 /��1' COUNTY OF Weld Co nty, COLORADO
J vX v�'4/n //gl G 7!/1 n n -
ntq Clerk To Thajoard r Chairman of the Board of ounty
Commissioners
WELD COUNTY - Franchise Agreement - page 23
9521.55
ATTEST:
bme J. nski
Assistant Secretary Executive Vice Ptesident and
Chief Operating Officer
Accepted By:
TCI CABLEVISION OF COLORADO, INC.
subject to applicable Federal, State and local law.
W¢lit Gat t Flu - 1 '
Franchise Agreement - Weld County, Colorado
WELD COUNTY - Franchise Agreement - page 24
9521,..55
gi
ATTACHMENT A - Design Criteria
WELD COUNTY - Franchise Agreement - page 25
952155
ATTACHMENT A
ca
TCi Design Criteria
550 / 750 MHz SYSTEMS
GSMEMALI
System will be designed and spaced in the forward dim -attic= at 50 to 750 Mac.
The first 500 NE: (50 to 550 t3:z) will operate at levels providing for carriage
of 77 NT5C channels meeting the criteria listed under 'PERFORMANCE' below.
The remaining 200 MHz (550 to 750 Nile) will be utilized for digital and nr
compressed digital signals and although designed tor video levels, will La
operated at levels 10 d3 or more below an equivalent NTSC video carrier.
The assumption is that the digitized 'energy bundles' above 550 MHz, especially
at levels 10 d3 down, will not perceptibly degrade the performance of the
modulated carriers.
whet compared to a standard 550 ME; system, this 750 ME‘ space / 550 MHz operated
configuration V
ation results in an additional 200 Eliz of bandwidth for hu' , telephony,
or other digitized information with no :educticr, in output level for the 77 N'29C
channels carried.
SPACING:
Cable attenuation, Equalizer and Passive losses (other than taps) will be the
maximum stated by the manufacturer at 750 MHz. Insertion loss of taps will be
nominal plus 10%. In order that system spacing will be compatible with
anticipated gait of first generation 750 MHz' modnlest, it should not exceed
• manufacturer's 750 $Et product specifications.
The architecture that will be used with no taps between amplifiers. This
'untapped' concept provides many benefits:
.Reduces active cocas by nearly 50%.
Taps provide a substantial amount of the insertion loss in typical
feeder designs. Removing them from between actives doubles the
spacing between amplifiers.
.aeducss amplifier distortion.
without the insertion loss of taps between amplifiers, ports feeding
ether amplifiers can operate at reduced levels. This improves
system performance or allows higher output levels on ports feeding
taps. •
.lmp_raves system frequency response by reducing tap's 'afgnature'.
Masimnm cascade of taps tow is from a distrib'tion amplifiers oatpzt
port to a terminations old method.adds signature of taps between
amplifiers to this total. See also text -bullet.
952155
550/750 1
'allows proper i alimatias berwaen amplifie=s.
Today's 750 and I'C__ tape above 550 wr?s. Their -attenuation deviate, .creases atsquare rot of frequency
taps between amplifiers, equalizing at a h_ Al rate.
r ,h..mr s ecsa..s_..y far 750 lCt w__1 raatt it�a
response " a p• centered tsar 550 *:s while equalizing for 550 Mat
roll-ctf shave 550 Y5z.
easdcces "frame !roosts' co compressed d.'.yita.z video.
Removing tars from between amplifiers reduces the tanner of
connections Between signal source and subscriber, thereby reducing
chance cf intermittent. Intermittent which cc -old cause a "flash" on
arm analog video transn:issioa will cease a cmnressed video charnel
to "freeze" for a second or more while the c-crvlete picture is
reconstructed.
•Reduces A m modulation
Eliminating power passing chokes from the LC lath eluuinatas their
cnttribution to this distortion.
•ailows taps edt5oct paver passi:g chokes to be utilised.
Chokales-a taps have en average of 0.3 d3 less insertion loss at 750
and 0.5 dB lees at 1 GEz. Deviation from square root of frequency
is cut in half.
*total parallel index cable on par vit.'s tree and hrsncb deem.
?a=allel cable le ty.ioally less that 251.
amplifier output tilt will be 9 d3 from 50 to 750 sz which provides t ha TCZ
desi ed output tilt of 7 dB from 50 to 550 MHz. Output levels from 50 to 550
will be the same as for a 550 XEz system. With a 9,45 overall tilt, this
reaulte in a "video design" output level 2 dB higher *t 750 ri?z. Example: If
a distriwutioa amplifies; was operated at a 45 d3mV outoct at 550 HE: with 7 dB
tilt (38 d5mV at SC Sam), it would row be operated at 47 d3tiv at 750 42.1. with 1
d3 tilt (still 38 danV at 50 :KHz). Actaal carriage above 550 X.Bz will be at
levels 10 dB down from the "design- levels.
Tap levels will be 16 dEmV a: 750 MEz (-C, +1) with a damv at 50 MHz (-0, with
highest level not to exceed that at 750 by more than 1 do). Thih will typically
provide tap levels g=rate.: than IS draw at 550 lets4 (With tap values is 3 dB
imcrec..nts, the MimIm n 8 d3nV at 50 ME: tousled with the amplifier slope assures
a m;-;.,,,,1 of 15 dEzv at a tap located directly at the output of an 'amplifier.
The reverse tilt provided by the cable attenuation assures that levels greats:
than 16 dams at 550 H3a will be maintained at tap locations further from the
amplifier's output.)
Siti730 2
• 1
952 155 •
pteamays4CZ_
system performance, with carriage of 77 N:sc channels and measured accrding to
NCTA methods, shall meet the following specifications at the mesa tecyeraturs for
the system's location:
PISLR LINK (d3)
LSD 0? LINE
(d9)
PARANZTI t
C/N
51
49
-
I
C/SCO
60
53
C /C=
65
53
I
C/ADD
65
53
Performance shall not degrade -sore than 2 d9 at the temperature extremes
encountered in the system.
* presently not available
**
1-CEz, 750 }Ls in line equalisers are presently not available.
550/130 3
,
952155.
ATTACHMENT B - Customer Service Standards
A. TCI-CO shall fully comply with the Customer Service Standards set forth herein. TCI-CO
shall report quarterly in a format reasonably acceptable to the County, its performance against
those standards.
B. In the event TCI-CO's performance in a quarter falls below a Standard, the TCI-CO shall
report, in writing, what steps are being taken to meet the Standard(s) or why corrective action
is not necessary. TCI-CO shall thereafter report on a monthly basis its performance against any
Standard which was not previously met until the Standard is so met. Each monthly report shall
state what corrective steps are being taken.
C. In the event TCI-CO fails to meet any Standard for two consecutive monthly
reports, the County may, at its discretion, notify TCI-CO of the County's intention to impose
penalties if the next monthly report documents that TCI-CO has failed to meet any such
Standard. The penalties shall be retroactive to the date that TCI-CO received notice from the
County of its intention to impose penalties. Penalties may continue to be assessed at the rate of
one hundred dollars ($100.00) per day until a monthly report documents that TCI-CO is in
compliance with the Standards(s).
D. The County may, at its discretion, retain an independent third party at TCI-CO's
expense to review and assess the quarterly reports by TCI-CO. TCI-CO shall cooperate with the
reasonable requests of the County during any such review.
The following standards are those minimum customer service standards to be met by
TCI-CO.
( 1 ) Cable System telephone availability.
(A) TCI-CO will maintain a local, toll -free or collect call telephone access line which
will be available to its subscribers 24 hours a day, seven days a week.
( i ) Trained company representatives will be available to respond to customer
telephone inquiries during normal business hours.
( i i ) After normal business hours, the access line may be answered by a service or an
automated response system, including an answering machine. Inquires received after normal
business hours must be responded to by a trained company representative on the next business
day.
( B ) Under normal operating conditions, telephone answer time by a customer
representative, including wait time, shall not exceed (30) seconds when the connection is made.
If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. These
standards shall be met no less than ninety (90) percent of the time under normal operating
conditions, measured on a quarterly basis.
(C) TCI-CO will not be required to acquire equipment or perform surveys to measure
compliance with the telephone answering standards above unless a historical record of
WELD COUNTY - Franchise Agreement - page 26
952'.55
complaints indicates a clear failure to comply.
( D) Under normal operating conditions, the customer will receive a busy signal less
than three (3) percent of the time.
( 2 ) Installations, outages and service calls - Under normal operating conditions, each
of the following four standards will be met no less than ninety-five (95) percent of the time
measured on a quarterly basis:
(A) Standard installations will be performed within seven (7) business days after an
order has been placed. "Standard" installations are those that are located up to 125 feet from
the existing distribution system.
( B ) Excluding conditions beyond the control of TCI-CO, TCI-CO will begin working on
"service interruptions" promptly and in no event later that 24 hours after the interruption
becomes known. TCI-CO must begin actions to correct other service problems the next business
day after notification of the service problem.
(C) The "appointment window" alternatives for installations, service calls, and other
installation activities will be either a specific time or, at maximum, a four-hour time block
during normal business hours. (TCI-CO may schedule service calls and other installation
activities outside of normal business hours for the express convenience of the customer.)
( D ) TCI-CO may not cancel an appointment with a customer after the close of business
on the business day prior to the scheduled appointment.
( E) If TCI-CO's representative is running late for an appointment with a customer
and will not be able to keep the appointment as scheduled, the customer will be contacted. The
appointment will be rescheduled, as necessary, at a time which is convenient for the customer.
( 3 ) Communications between TCI-CO and cable subscribers -
(A) Notification to subscribers -
( 1 ) TCI-CO shall provide written information on each of the following areas at the
time of installation of service, at least annually to all subscribers and the County, and at any
time upon request:
( i ) products and services offered;
( i i ) prices and options for programming services and conditions of subscriptions to
programming and other services;
(iii) installation and service maintenance policies;
( i v ) instructions on how to use the cable service;
( v ) channel positions of programming carried on the system; and
WELD COUNTY - Franchise Agreement - page 27
952155
(v i ) billing and complaint procedures, including the address and telephone number of
the local franchising authority's cable office.
( 2 ) Customers and the County will be notified of any changes in rates, programming
services or channel positions through announcements on the Cable System and in writing.
Notice must be given to subscribers a minimum of thirty (30) days in advance of such changes
and to the County a minimum of sixty (60) days in advance of such changes if the change is
within the control of TCI-CO. In addition, TCI-CO shall notify subscribers and the County thirty
(30) days in advance of any significant changes in the other information required by the
preceding paragraph.
(B) Billing -
( i ) Bills will be clear, concise and understandable. Bills must by fully itemized,
with itemizations including, but not limited to, basic and premium service charges and
equipment charges. Bills will also clearly delineate all activity during the billing period,
including optional charges, rebates and credits.
( i i ) In case of a billing dispute, TCI-CO must respond to a written complaint from a
subscriber within thirty (30) days.
(C) Refunds - Refund checks will be issued promptly, but no later than either -
( i ) the customer's next billing cycle following resolution of the request or thirty
(30) days, whichever is earlier, or
( i i ) the return of the equipment supplied by TCI-CO if service is terminated.
( D ) Credits - Credits for service will be issued no later than that customer's next
billing cycle following the determination that a credit is warranted.
( 4 ) Definitions -
(A) Normal Operating Conditions - The term "normal operating conditions" means
those service conditions which are within the control of TCI-CO including, but are not limited
to, natural disasters, civil disturbances, power outages, telephone network outages, and severe
or unusual weather conditions. Those conditions which are ordinarily within the control of TCI-
CO 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.
( B ) Service Interruption - the term "service interruption" means the loss of picture
or sound on one or more cable channels.
E. TCI-CO shall provide subscriber service on the following basis:
(a) TCI-CO shall not deny service, access, or otherwise discriminate against any
persons, including subscribers and users, on the basis of race, color, religion, sex, disability,
national origin, ancestry, or age. TCI-CO shall comply at all times with all other applicable
federal, state, and local laws and regulations.
WELD COUNTY - Franchise Agreement - page 28
9521.55
F. TCI-CO shall establish a maintenance service capable of promptly locating and
correcting system malfunctions. Service trucks shall be equipped for communication with TCI-
CO's dispatcher. In order to permit a rapid response to any system -wide outage, TCI-CO shall
have service trucks available for emergency duty to repair system outages during non -business
hours.
13 TCI-CO shall respond to and remedy customer compaints by the end of the next
working day or as agreed upon between TCI-CO and the subscriber. TCI-CO, whenever
reasonably practicable, shall make system repairs and testing, which would result in any
interruption of service to subscribers, at times which will least affect typical subscriber
television viewing habits. TCI-CO shall also keep a written record of all complaints showing the
date, subscriber's name and address, nature of compaint, and corrective action taken by TCI-CO.
Such records shall be made available for inspection by the County on request.
H. In those cases where service is not restored within eight (8)hours, TCI-CO shall
provide a credit to such subscriber upon request as hereinafter set forth for such period and
subsequent fractions thereof. The refund or credit shall be in the amount of one thirtieth
(1/30) the monthly charge for each tier of service and each premium service which is
unavailable to the subscriber per each calendar day or portion therof.
When similar complaints have been made by a number of subscribers, or where
other evidence exists which, in the judgement of the County, casts doubt on the reliability or
quality of the cable service, the County shall have the right and authority to require that TCI-CO
test, analyze and report on the performance of the system. TCI-CO shall prepare a written
report of the results, if requested, within thirty (30) days after notice.
WELD COUNTY - Franchise Agreement - page 29
952 155
We're taking television
into tomorrow.
Cablevision of Colorado, Inc.
=w
November 8, 1995
Weld County Commissioners
Chairman Dale Hall
Box 758
Greeley, CO 80632
RE: Franchise Agreement between Weld County, Colorado and TCI Cablevision of Colorado, Inc. to
provide Cable Television Service to the County.
Dear Chairman Hall;
This letter is to advise you that pursuant to Section XXXIV (page 21) of the agreement between TCI
Cablevision of Colorado, Inc. and the Weld County, Colorado TCI Cablevision of Colorado, Inc. hereby
gives notice that the mailing address of the Grantee has been modified as follows:
TCI Cablevision of Colorado, Inc.
3737 West 10th Street
Greely, CO 80634
With copy to:
TCI Cablevision of Colorado, Inc.
Attention: Legal Department
4700 South Syracuse Street, Suite 1100
Denver, CO 80237-2722
Please note this change in your records. Please feel free to contact me at 356-1079 with any questions or
concerns.
Sincerely,
TCI CABLEVISION OF C LORADO, INC.
Kathryn Stewart
Area Manager
3737 West Tenth Street
Greeley, Colorado 80634
(303) 351-0669
FAX (303) 353-4363 952155
An Equal Opportunity Employer
NOTICE
Pursuant to Weld County Ordinance No. 94, a public hearing will be held in the Chambers of the
Board of County Commissioners of Weld County, Colorado, Weld County Centennial Center, 915
10th Street, Greeley, Colorado, at the time indicated below, for consideration of granting a
franchise renewal to TCI Cable of Colorado, Inc., including non-exclusive rights to further construct
or update a cable television system along the streets, alleys, and public ways of the County.
Renewal Application materials may be examined in the office of the Clerk to the Board of County
Commissioners, located in the Weld County Centennial Center, 915 10th Street, Third Floor,
Greeley, Colorado.
DOCKET NO: 95-64
DATE: October 16, 1995
TIME: 9:00 a.m.
REQUEST: Cable Television Franchise Renewal
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
BY: DONALD D. WARDEN
WELD COUNTY CLERK TO THE BOARD
BY: Kimberlee Schuett
DEPUTY CLERK TO THE BOARD
DATED: September 27, 1995
PUBLISHED: October 5, 1995, in the North Weld Herald
cb21f4
92155
rF
NOTICE
Pursuant to Weld County
Ordinance No. 94, •
pudic hearing will be held
In the Chambers of the
Board of County Commis-
sioners of Weld County,
Colorado, Weld County
Centennial Center. 915
10th Street, Greeley,
Colorado, at the time In-
dicated below, for con-
sideration of granting a
franchise renewal to TCI
Cable of Colorado, Inc.,
Including non-exclusive
rights to further construct
or updatta cable tele-
vision system along the
streets, alleys, and public
ways of the County.
Renewal Application ma-
terials may be examined
in the office of the Clerk to
the Board of CounyCom-
nihslonsis, located In the
Weld County Centennial
Center, 915 10th Street,
Third Floor, Greeley, Co-
lorado
DOCKET NO: 95-64
DATE: Odober 16,1905
TIME: 9:00 a.m.
REQUEST: Cable Televi-
sion Franchise Renewal
BOARD OF COUNTY
COMMISSIONERS
COLORADO
f3Y:
DONALD D. WARDEN
WELDQCOUNTY CLERK
TO THE BOARD
BY:
KIMBERLEE SCHUETT
DEPUTY CLERK
TO THE BOARD
DATED:
September 27. 1995
PUBLISHED:
October 5, 1996, In
the Notti Weld Herald
AFFIDAVIT OF PUBLICATION
STATE OF COLORADO
COUNTY OF WELD
ss.
I, Bruce J. Bormann, of said County of Weld, being duly
sworn, say that I am Publisher of
THE NORTH WELD HERALD
a weekly newspaper having a general circulation in said
County and State, published in the town of Eaton, in said
County and State; and that the notice, of which the annexed is
a true copy, has been published in said weekly newspaper for
nit successive weeks, that the notice was published
in the regular and entire issue of every number of the paper
during the period and time of publication, and in the
newspaper proper and not in a supplement, and that the
publication of said notice:
was in said newsppaaaPer bearing the date(s) of:
`J 11aI , �, te-6,i'. , 19 9
19
19
19
and that the said THE NORTH WELD HERALD has been
published continuously and uninterruptedly for the period of 52
consecutive weeks, in said County and State, prior to the date
of first publication of said notice, and the same is a newspaper
within the meaning of an Act to regulate printing of legal
notices and advertisements, approve,
prior acts so far force.
y 18, 1931, and all
J. BORMANN, PUBLISHER
Subscribed and sworn to before me this /5/ -ti day
of
liaaLt.
b-ka, a cab
i s 9(o
NOTARY PUBLIC
My commission expires 122tOcb t1 21, /999
952155
GUARANTEE IN LIEU OF BOND
THIS AGREEMENT is made this 28 day of February 199 6 between Guarantor,
Franchising Authority and Company (for the purpose of this Agreement, the terms "Guarantor".
"Franchising Authority", and "Company" have the meanings ascribed to them below).
WITNESSETH
WHEREAS, the Franchising Authority has granted a franchise to the Company pursuant to the
Franchise Document (as defined below) to own, operate and maintain a cable television system
("System"); and
WHEREAS, TCI Central, Inc. a Delaware corporation ("Guarantor") is
the indirect parent company of the Company and has a substantial interest in the System and the
conduct of the Company in complying with a Franchise Document, and any and all amendments
thereof and any agreements related thereto; which Franchise Document is hereby specifically referred
to, incorporated herein, and made a part hereof; and
WHEREAS, section/paragraph/article XXV of the Franchise Document requires the Company,
as principal, to furnish bond or bonds issued to cover the faithful performance of certain of the
Company's obligations under the Franchise Document, not to exceed $ 25,000.00
NOW, THEREFORE, Guarantor hereby unconditionally guarantees the due and punctual performance
of any and all obligations of Company contained in section/paragraph/article XXV of the Franchise
Document, not to exceed $ 25,000.00 .
This Agreement. unless terminated, substituted or canceled. as provided herein, shall remain in full
force and effect for the duration of the term of the Franchise Document, or as expressly provided
otherwise in the Franchise Document.
Upon substitution of another Guarantor reasonably satisfactory to the Franchising Authority, this
Agreement may be terminated, substituted or canceled upon thirty (30) days' prior written notice from
Guarantor to the Franchising Authority and the Company.
Such termination shall not affect liability incurred or accrued under this Agreement prior to the effective
date of such termination or cancellation.
Any notices given pursuant to this Agreement shall be addressed to the Guarantor and Franchisee
at P.O. Box 5630. Denver, Colorado 80217, and to the Franchising Authority at
County of Weld, Board of County Commissioners,
PO Box 738, Greeley, CO 80632
No claim, suit or action under this Agreement by reason of any default of the Company shall be brought
against Guarantor unless asserted or commenced within six (6) months after the effective date of such
termination or cancellation of the Agreement.
IN WITNESS WHEREOF, the Company, Franchising Authority, and Guarantor have set their hands
and seals on the 72 day of February 199 6
DEFINITIONS
(The following terms are defined as indicated below)
Franchising Authority: County of Weld, CO
Company: WI Cablevision of Colorado, Inc.
Franchise Document(s):
(describe ordinance, franchise,
permit, etc. and date)
Franchise Agreement Dated • 10/16/95
Franchise Term• _10/16/95-10]15/2007 12 yrs.
GUARANTOR:
BY:
Bernard �S6hotters
Senior Vice President
COMPAN7L• TCI cCablevisipn of Colorado,
Inc.
BY:
2
TLE: Senior Vice President
ANpHISING AUTHORITY: County of Weld
CO
Barbara J. Kirkmeyer_jChair
ITLE: Board of County Commissioners
Hello