Ordinance 36930006.080052
ERZ
7/31/2008
ORDINANCE NO. 3693
AN ORDINANCE OF THE CITY OF EDMONDS,
WASHINGTON GRANTING A NONEXCLUSIVE FRANCHISE
TO VERIZON NORTHWEST, INC. TO CONSTRUCT,
MAINTAIN, OPERATE AND REPAIR A CABLE SYSTEM TO
PROVIDE CABLE SERVICES IN, ACROSS, OVER, ALONG,
UNDER, UPON, THROUGH AND BELOW THE PUBLIC
RIGHTS -OF -WAY OF THE CITY OF EDMONDS; PROVIDING
FOR SEVERABILITY AND ESTABLISHING AN EFFECTIVE
DATE.
WHEREAS, the City of Edmonds (the "City ") has negotiated a Franchise
Agreement with Verizon Northwest, Inc. ( "Verizon "), granting Verizon a franchise, authority, right
and privilege for a period of fifteen (15) years to construct, maintain, operate and repair a cable
system in the City, as set forth in the Franchise Agreement attached hereto, labeled Exhibit A and
hereby incorporated by reference; and
WHEREAS, Verizon has requested that the City grant it a new franchise for the
provision of cable television services within the City; and
WHEREAS, pursuant to RCW 35A.11.030 and 47 U.S.C. § 541(a)(1), the City has
the power, among other things, to grant franchises; and
WHEREAS, the City has analyzed and considered the technical ability, financial
condition, legal qualifications, and general character of Verizon, warrants that all other conditions
resulting from the grant of this Franchise have been considered by the City, and has determined that
it is in the best interest of the City and its residents to grant a cable Franchise to Verizon; and
WHEREAS, Verizon and the City have agreed to be bound by the conditions
hereinafter set forth; NOW, THEREFORE,
( ERZ699840.DOC;2/00006.080052/) I
THE CITY COUNCIL OF THE CITY OF EDMONDS, WASHINGTON, DO
ORDAIN AS FOLLOWS:
Section 1. Franchise Granted. Pursuant to RCW 35A.47.040, the City of Edmonds
hereby grants a nonexclusive franchise to Verizon Northwest, Inc. according to the terms and
conditions set forth on Exhibit A attached hereto and incorporated herein by this reference as if set
forth in full. Subject to the provisions therein, the term of the franchise shall be for a period of
fifteen (15) years from the effective date of the franchise, as defined in Exhibit A, and shall grant
Verizon the right, privilege and authority to construct, maintain, operate, and repair a cable system
to provide cable services in, on, across, over, along, under, upon, through and below the public
rights -of -way of the City of Edmonds, all as provided in Exhibit A.
Section 2. Deadline for Acceptance. The franchise granted by Section 1 of this
ordinance shall be void and of no effect unless Verizon files with the City Clerk written acceptance
of the franchise and all of its terms and conditions within thirty (30) days after the Effective Date of
this ordinance and in a form satisfactory to the City Attorney.
Section 3. Severability. If any section, sentence, clause or phrase of this
ordinance should be held to be invalid or unconstitutional by a court of competent jurisdiction,
such invalidity or unconstitutionality shall not affect the validity of any other section, sentence,
clause or phrase of this ordinance.
Section 4. Effective Date. Pursuant to RCW 35A.47.040, this ordinance has been
passed at least five days after its first introduction and by a majority of the whole membership of
the City Council at a regular meeting. This ordinance, being the exercise of a power specifically
delegated to the City's legislative body, is not subject to referendum, and shall take effect five
(5) days after passage and publication of an approved summary consisting of the title.
{ERZ699840.DOC;2/00006.080052/} 2
ATTEST /AUTHENTICATED :
,64P e44e-'
CITY CLERK, SANDRA S. CHASE
APPROVED AS TO FORM:
OFFICE OF C Y ATTORNEY:
BY
W. SCOTT SNYDER
FILED WITH THE CITY CLERK:
PASSED BY THE CITY COUNCIL:
PUBLISHED:
EFFECTIVE DATE:
ORDINANCE NO. 3693
{ ERZ699840. DOC;2 /00006.0 80052/ }
APPROVED:
MAYOR- G Y HAAKENSON
07/18/2008
07/29/2008
08/03/2008
08/08/2008
SUMMARY OF ORDINANCE NO. 3693
of the City of Edmonds, Washington
On the 29th day of July, 2008, the City Council of the City of Edmonds, passed
Ordinance No. 3693. A summary of the content of said ordinance, consisting of the title,
provides as follows:
AN ORDINANCE OF THE CITY OF EDMONDS, WASHINGTON GRANTING A
NONEXCLUSIVE FRANCHISE TO VERIZON NORTHWEST, INC. TO CONSTRUCT,
MAINTAIN, OPERATE AND REPAIR A CABLE SYSTEM TO PROVIDE CABLE
SERVICES IN, ACROSS, OVER, ALONG, UNDER, UPON, THROUGH AND BELOW THE
PUBLIC RIGHTS -OF -WAY OF THE CITY OF EDMONDS; PROVIDING FOR
SEVERABILITY AND ESTABLISHING AN EFFECTIVE DATE.
The full text of this Ordinance will be mailed upon request.
DATED this 30th day of July, 2008.
CITY CLERK, SANDRA S. CHASE
{ERZ699840.DOC;2/00006.080052/} 4
Affidavit of Publication
STATE OF WASHINGTON,
COUNTY OF SNOHOMISH } S.S.
RECEIVED
LAW 1x..2008
EDMONDS CITY CLERK
Account Name: City of Edmonds
The undersigned, being first duly swom on oath deposes and says that she is Principal Clerk of
THE HERALD, a daily newspaper printed and published in the City of Everett, County of
Snohomish, and State of Washington; that said newspaper is a newspaper of general
circulation in said County and State; that said newspaper has been approved as a legal
newspaper by order of the Superior Court of Snohomish County and that the notice
Summary of Ordinance No. 3693
Verizon NW, Inc Franchise
a printed copy of which is hereunto attached, was published in said newspaper proper and not
in supplement form, in the regular and entire edition of said paper on the following days and
times, namely:
03, 2008
and that said newspaper was regularly distributed to its subscribers during all of said period..
Subscribed and swom to before me this
day of August; 2008
Notary Public in an or th State
County.
4th
at Elke.
W 50 cn s
Account Number. 1014 i. 8r�r�6fi
(JB\, �0
11 S
OF
0001604568
CABLE FRANCHISE AGREEMENT
BETWEEN
THE CITY OF EDMONDS, WASHINGTON
AND
VERIZON NORTHWEST INC.
2008
Seattle- 3435598.2 0010932 -00119
TABLE OF CONTENTS
ARTICLE
PAGE
1.
DEFINITIONS ..................................................................................... ..............................2
2.
GRANT OF AUTHORITY; LIMITS AND RESERVATIONS ........ ...............................
7
3.
PROVISION OF CABLE SERVICE ................................................. ...............................
9
4.
SYSTEM OPERATION ................................................................... ...............................
11
5.
SYSTEM FACILITIES .................................................................... ...............................
11
6.
EG SERVICES ................................................................................. ...............................
12
7.
FRANCHISE FEES .......................................................................... ...............................
14
8.
CUSTOMER SERVICE ................................................................... ...............................
16
9.
REPORTS AND RECORDS ............................................................ ...............................
16
10.
INSURANCE AND INDEMNIFICATION ..................................... ...............................
17
11.
TRANSFER OF FRANCHISE ......................................................... ...............................
19
12.
RENEWAL OF FRANCHISE .......................................................... ...............................
20
13.
ENFORCEMENT AND TERMINATION OF FRANCHISE ......... ...............................
20
14.
MISCELLANEOUS PROVISIONS ................................................. ...............................
23
EXHIBIT A INITIAL SERVICE AREA ................................................... ............................... 28
EXHIBIT B MUNICIPAL LOCATIONS AND SCHOOLS TO BE PROVIDED FREE
CABLE SERVICE .................................................................. ............................... 29
EXHIBIT C REMITTANCE FORM .......................................................... ............................... 32
EXHIBIT D CUSTOMER SERVICE STANDARDS ............................... ............................... 33
EXHIBIT E PERFORMANCE BOND ...................................................... ............................... 43
Seattle- 3435598.2 0010932 -00119 11
THIS CABLE FRANCHISE AGREEMENT (the "Franchise" or "Agreement ") is entered
into by and between the City of Edmonds, a duly organized City under the applicable laws of the
State of Washington (the "City ") and Verizon Northwest Inc., a corporation duly organized
under the applicable laws of the State of Washington (the "Franchisee ").
WHEREAS, the City wishes to grant Franchisee a nonexclusive franchise to construct,
install, maintain, extend and operate a cable communications system in the Franchise Area as
designated in this Franchise;
WHEREAS, the City is a "franchising authority" in accordance with Title VI of the
Communications Act (see 47 U.S.C. § 522(10)) and is authorized to grant one or more
nonexclusive cable franchises pursuant to Washington State law and federal law;
WHEREAS, Franchisee is in the process of installing a Fiber to the Premise
Telecommunications Network (the "FTTP Network ") in the Franchise Area for the transmission
of Non -Cable Services pursuant to authority granted by the state of Washington;
WHEREAS, Franchisee intends to construct, install, maintain, and extend the FTTP
Network pursuant to Title II of the Communications Act (see 47 U.S.C. § 201 et seq.), and has
requested a cable franchise from the City to operate a Cable System over, under, and along the
Public Rights -of -Way within the City's jurisdiction, in accordance with Title VI of the
Communications Act (see 47 U.S.C. § 521 et seq);
WHEREAS, the FTTP Network will occupy the Public Rights -of -Way within the City,
and Franchisee desires to use portions of the FTTP Network once installed to provide Cable
Services (as hereinafter defined) in the Franchise Area;
WHEREAS, the City has identified the future cable - related needs and interests of the
City and its community, has considered the financial, technical and legal qualifications of
Franchisee, and has determined that Franchisee's plans for its Cable System are adequate, in a
full public proceeding affording due process to all parties;
WHEREAS, the City desires to protect and manage the Public Rights -of -Way, require
high standards of customer service, receive financial compensation relating to Franchisee's use
of the Public Rights -of -Way as provided by federal law, obtain educational and governmental
channels, establish certain reporting and record access requirements, and provide for the future
cable - related needs of its residents;
WHEREAS, the City has found Franchisee to be financially, technically, and legally
qualified to operate the Cable System;
WHEREAS, the City has determined that the grant of a nonexclusive franchise to
Franchisee is consistent with the public interest; and
WHEREAS, the City and Franchisee have reached agreement on the terms and
conditions set forth herein and the parties have agreed to be bound by those terms and
conditions.
Seattle- 3435598.2 0010932 -00119 1
NOW, THEREFORE, in consideration of the City's grant of a franchise to Franchisee,
Franchisee's promise to provide Cable Service to residents of the Franchise Area of the City
pursuant to and consistent with the Communications Act (as hereinafter defined), pursuant to the
terms and conditions set forth herein, the promises and undertakings herein, and other good and
valuable consideration, the receipt and the adequacy of which are hereby acknowledged,
THE PARTIES DO HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
Except as otherwise provided herein, the definitions and word usages set forth in the
Communications Act (as hereinafter defined) are incorporated herein and shall apply in this
Agreement. In addition, the following definitions shall apply:
1.1 Access Channel: A video Channel, which Franchisee shall make available to the
City without charge for non - commercial Educational or Governmental use for the transmission
of video programming as directed by the City.
1.1.1 Educational Access Channel: An Access Channel available for the use
solely of the local schools (schools shall include any educational institution, public or private,
but excluding home schools) in the Franchise Area.
1.1.2 Government Access Channel: An Access Channel available for the use
solely of the City.
1.1.3 EG: Educational and Governmental.
1.2 Additional Service Area: Shall mean any such portion of the Service Area added
pursuant to Section 3.1.3 of this Agreement.
1.3 Affiliate: Any Person who, directly or indirectly, owns or controls, is owned or
controlled by, or is under common ownership or control with Franchisee.
1.4 Basic Service: Any service tier, which includes the retransmission of local
television broadcast signals as well as the EG Channels required by this Franchise.
1.5 Cable Operator: Shall be defined herein as it is defined under section 602 of the
Communications Act, 47 U.S.C. § 522(5), but does not include direct broadcast satellite
providers.
1.6 Cable Service or Cable Services: Shall be defined herein as it is defined under
section 602 of the Communications Act, 47 U.S.C. § 522(6).
1.7 Cable System or System: Shall be defined herein as it is defined under Section
602 of the Communications Act, 47 U.S.C. § 522(7), meaning, "a facility, consisting of a set of
closed transmission paths and associated signal generation, reception, and control equipment that
is designed to provide cable service which includes video programming and which is provided to
multiple subscribers within a community, but such term does not include (A) a facility that
Seattle- 3435598.2 0010932 -00119 2
serves only to retransmit the television signals of 1 or more television broadcast stations; (B) a
facility that serves subscribers without using any public right -of -way; (C) a facility of a common
carrier which is subject, in whole or in part, to the provisions of title II of this Act, except that
such facility shall be considered a cable system (other than for purposes of section 621(c)) to the
extent such facility is used in the transmission of video programming directly to subscribers,
unless the extent of such use is solely to provide interactive on -demand services; (D) an open
video system that complies. with section 653 of this title; or (E) any facilities of any electric
utility used solely for operating its electric utility systems." The Cable System shall be limited to
the optical spectrum wavelength(s), bandwidth or future technological capacity that is used for
the transmission of Cable Services directly to Subscribers within the Franchise /Service Area and
shall not include the tangible network facilities of a common carrier subject, in whole or in part,
to Title II of the Communications Act or of an Information Services provider.
1.8 Channel: Shall be defined herein as it is defined under section 602 of the
Communications Act, 47 U.S.C. § 522(4).
1.9 City: The City of Edmonds or the lawful successor, transferee, or assignee
thereof.
1.10 Communications Act: The Communications Act of 1934, as amended by, among
other things, the Cable Communications Policy Act of 1984, the Cable Consumer Protection and
Competition Act of 1992, and the Telecommunications Act of 1996, as it may be further
amended from time to time.
1.11 Control: The ability to exercise de facto or de jure control over day -to -day
policies and operations or the management of Franchisee's affairs.
1.12 FCC: The United States Federal Communications Commission or successor
governmental entity thereto.
1.13 Fiber to the Premise Telecommunications Network ( "FTTP Network'): The
Franchisee's network that transmits Non -Cable Services pursuant to the authority granted under
the laws of the state of Washington and under Title II of the Communications Act (which Non -
Cable Services are not subject to Title VI of the Communications Act), and that supports the
Cable System.
1.14 Force Majeure: Force Majeure is an event or events reasonably beyond the
ability of Franchisee to anticipate and control, such as:
(a) severe or unusual weather conditions, fire, flood, or other acts of God,
strikes, labor disturbances, lockouts, war or act of war (whether an actual declaration of war is
made or not), insurrection, riots or act of a public enemy;
(b) actions or inactions of any government instrumentality or public utility
including condemnation, accidents for which Franchisee is not primarily responsible or work
delays caused by waiting for other utility providers to service or monitor utility poles to which
Franchisee's FTTP Network is attached, and unavailability of materials and /or qualified labor to
perform the work necessary; and
Seattle- 3435598.2 0010932 -00119 3
(c) telephone network outages only when such outages are outside the control
of Franchisee.
1.15 Franchise Area: The incorporated area (entire existing territorial limits) of the
City and such additional areas as may be included in the corporate (territorial) limits of the City
during the term of this Franchise.
1.16 Franchisee: Verizon Northwest Inc., and its lawful and permitted successors,
assigns and transferees.
1.17 Gross Revenue: All revenue, as determined in accordance with generally
accepted accounting principles, which is derived by Franchisee and /or its Affiliates from the
operation of the Cable System to provide Cable Service in the Service Area. Gross Revenue
shall include but may not be limited to the following items so long as all other Cable Operators
in the Service Area include the same in Gross Revenues for purposes of calculating franchise
fees:
(a) fees charged for Basic Service;
(b) fees charged to Subscribers for any service tier other than Basic Service;
(c) fees charged for premium Channel(s), e.g. HBO, Cinemax, or Showtime;
(d) fees charged to Subscribers for any optional, per - channel, or per - program
services;
(e) charges for installation, additional outlets, relocation, disconnection,
reconnection, and change -in- service fees for video or audio programming;
(f) fees for downgrading any level of Cable Service programming;
(g) fees for service calls;
(h) fees for leasing of Channels;
(i) rental of customer equipment, including converters (e.g. set top boxes,
high definition converters, and digital video recorders) and remote control devices;
0) advertising revenue as set forth herein;
(k) revenue from the sale or lease of access Channel(s) or Channel capacity;
(1) revenue from the sale or rental of Subscriber lists;
(m) revenues or commissions received from the carriage of home shopping
channels;
(n) fees for any and all music services that are deemed to be a Cable Service
over a Cable System;
Seattle- 3435598.2 0010932 -00119 4
(o) revenue from the sale of program guides;
(p) late payment fees;
(q) forgone revenue that Franchisee chooses not to receive in exchange for
trades, barters, services, or other items of value;
(r) revenue from NSF check charges;
(s) revenue received from programmers as payment for programming content
cablecast on the Cable System; and
(t) Franchise Fees hereunder.
Advertising commissions paid to independent third parties shall not be deducted from
advertising revenue included in Gross Revenue. Advertising revenue is based upon the ratio of
the number of Subscribers as of the last day of the period for which Gross Revenue is being
calculated to the number of Franchisee's Subscribers within all areas covered by the particular
advertising source as of the last day of such period, e.g., Franchisee sells two ads: Ad "A" is
broadcast nationwide; Ad `B" is broadcast only within Washington. Franchisee has one hundred
(100) Subscribers in the Franchise Area, five hundred (500) Subscribers in Washington, and one
thousand (1,000) Subscribers nationwide. Gross Revenue as to the City from Ad "A" is ten
percent (10 %) of Franchisee's revenue therefrom. Gross Revenue as to the City from Ad `B" is
twenty percent (20 %) of Franchisee's revenue therefrom.
Notwithstanding the foregoing, Gross Revenue shall not include:
1.17.1 Revenues received by any Affiliate or other Person in exchange for
supplying goods or services used by Franchisee to provide Cable Service over the Cable System;
1.17.2 Bad debts written off by Franchisee in the normal course of its business,
provided, however, that bad debt recoveries shall be included in Gross Revenue during the
period collected;
1. 17.3 Refunds, rebates or discounts made to Subscribers or other third parties;
1.17.4 Any revenues classified, in whole or in part, as Non -Cable Services
revenue under federal or state law including, without limitation, revenue received from
Telecommunications Services; revenue received from Information Services, including, without
limitation, Internet Access service, electronic mail service, electronic bulletin board service, or
similar online computer services; and any other revenues attributed by Franchisee to Non -Cable
Services in accordance with FCC or state public utility regulatory commission rules, regulations,
standards or orders, provided that if any such services are Cable Services at any future time
pursuant to applicable law, revenues derived from such services shall be included in Gross
Revenues;
1. 17.5 Payments by Subscribers for merchandise purchased from any home
shopping channel offered as part of the Cable Services; provided, however, that commissions or
Seattle- 3435598.2 0010932 -00119 5
other compensation paid to Franchisee by such home shopping channel for the promotion or
exhibition of products or services shall be included in Gross Revenue;
1.17.6 Revenues from the sale of Cable Services on the Cable System to a
reseller, when the reseller pays the cable Franchise fees on the resale of Cable Services;
1.17.7 Any tax of general applicability imposed upon Franchisee or upon
Subscribers by a city, state, federal or any other governmental entity and required to be collected
by Franchisee and remitted to the taxing entity (including, but not limited to, sales /use tax, gross
receipts tax, excise tax, utility users tax, public service tax, communication taxes and non -cable
franchise fees), provided however, as set forth in Section 1.17(t), Franchise Fees under this
Agreement are included in Gross Revenues;
1. 17.8 Any foregone revenue which Franchisee chooses not to receive in
exchange for its provision of free or reduced cost cable or other communications services to any
Person, including without limitation, employees of Franchisee and public institutions or other
institutions designated in the Franchise; provided, however, that such foregone revenue which
Franchisee chooses not to receive in exchange for trades, barters, services or other items of value
shall be included in Gross Revenue;
1. 17.9 Sales of capital assets or sales of surplus equipment;
1.17.10 Reimbursement by programmers of marketing costs incurred by
Franchisee for the introduction of new programming pursuant to a written marketing agreements;
1.17.11 Directory or Internet advertising revenue including, but not limited to,
yellow page, white page, banner advertisement and electronic publishing;
1.17.12 Any fees or charges collected from Subscribers or other third parties
for EG Grant.
1.18 Information Services: Shall be defined herein as it is defined under Title I,
Section 3 of the Communications Act, 47 U.S.C. §153(20).
1.19 Initial Service Area: The portion of the Franchise Area as outlined in Exhibit A.
1.20 Internet Access: Dial -up or broadband access service that enables Subscribers to
access the Internet.
1.21 Non -Cable Services: Any service that does not constitute the provision of Video
Programming directly to multiple Subscribers in the Franchise Area including, but not limited to,
Information Services and Telecommunications Services.
1.22 Normal Operating Conditions: Those service conditions which are within the
control of the Franchisee. Those conditions which are not within the control of the Franchisee
include, but are not limited to, natural disasters, civil disturbances, power outages, telephone
network outages (to the extent such outages are on non - Verizon networks or caused by Force
Majeure), and severe or unusual weather conditions. Those conditions which are ordinarily
Seattle- 3435598.2 0010932- 00119 6
within the control of the Franchisee include, but are not limited to, special promotions, pay -per-
view events, rate increases, regular peak or seasonal demand periods, and maintenance or rebuild
of the Cable System. See 47 C.F.R. § 76.309(c)(4)(ii).
1.23 Person: An individual, partnership, association, joint stock company, trust,
corporation, or governmental entity.
1.24 Public Rights -of -Way: The surface and the area across, in, over, along, upon and
below the surface of the public streets, roads, bridges, sidewalks, lanes, courts, ways, alleys, and
boulevards, including, public utility easements and public lands and waterways (to the extent the
City has authority to grant the use of such waterways) used as Public Rights -of -Way, as the same
now or may thereafter exist, which are under the jurisdiction or control of the City. Public
Rights -of -Way do not include the airwaves above a right -of -way with regard to cellular or other
nonwire communications or broadcast services, nor do Public Rights -of -Way include real
property owned in fee by the City unless such property is a public right -of -way.
1.25 Service Area: All portions of the Franchise Area where Cable Service is being
offered, including the Initial Service Area and any Additional Service areas.
1.26 Service Date: The date that the Franchisee first provides Cable Service on a
commercial basis directly to multiple Subscribers in the Franchise Area. The Franchisee shall
memorialize the Service Date by notifying the City in writing of the same, which notification
shall become a part of this Franchise.
1.27 Service Interruption: The loss of picture or sound on one or more cable channels.
1.28 Subscriber: A Person who lawfully receives Cable Service over the Cable System
with Franchisee's express permission.
1.29 Telecommunications Facilities: Franchisee's existing Telecommunications
Services and Information Services facilities and its FTTP Network facilities.
1.30 Telecommunications Services: Shall be defined herein as it is defined under
Section 3 of the Communications Act, 47 U.S.C. § 153(46).
1.31 Title H. Title II of the Communications Act.
1.32 Title VT Title VI of the Communications Act.
1.33 Video Programming: Shall be defined herein as it is defined under Section 602 of
the Communications Act, 47 U.S.C. § 522(20).
2. GRANT OF AUTHORITY; LIMITS AND RESERVATIONS
2.1 Grant of Authority: Subject to the terms and conditions of this Agreement and the
Communications Act, the City hereby grants the Franchisee the right to own, construct, operate
and maintain a Cable System along the Public Rights -of -Way within the Franchise Area, in order
Seattle- 3435598.2 0010932- 00119 7
to provide Cable Service. No privilege or power of eminent domain is bestowed by this grant;
nor is such a privilege or power bestowed by this Agreement.
2.2 City's Regulatory Authority: The parties recognize that Franchisee's FTTP
Network is being constructed and will be operated and maintained as an upgrade to and /or
extension of its existing Telecommunications Facilities for the provision of Non -Cable Services.
The jurisdiction of the City over such Telecommunications Facilities is also governed by federal
and state law, and the City shall not assert jurisdiction over Franchisee's FTTP Network in
contravention of those laws. Therefore, as provided in Section 621 of the Communications Act,
47 U.S.C. § 541, the City's regulatory authority under Title VI of the Communications Act is not
applicable to the construction, installation, maintenance, or operation of Franchisee's FTTP
Network to the extent the FTTP Network is constructed, installed, maintained, or operated for
the purpose of upgrading and/or extending Verizon's existing Telecommunications Facilities for
the provision of Non -Cable Services. Nothing in this Agreement shall affect the City's authority,
if any, to adopt and enforce lawful regulations with respect to Franchisee's Telecommunications
Facilities in the Public Rights -of -Way.
2.3 Term: This Franchise shall become effective on August _ 2008 (the
"Effective Date "). The Term of this Franchise shall be fifteen (15) years from the Effective Date
unless the Franchise is earlier revoked as provided herein.
2.4 Grant Not Exclusive: The Franchise and the rights granted herein to use and
occupy the Public Rights -of -Way to provide Cable Services shall not be exclusive, and the City
reserves the right to grant other franchises for similar uses or for other uses of the Public Rights -
of -Way, or any portions thereof, to any Person, or to make any such use themselves, at any time
during the term of this Franchise. Any such rights which are granted shall not adversely impact
the authority as granted under this Franchise.
2.5 Franchise Subject to Federal and State Law: Notwithstanding any provision to
the contrary herein, this Franchise is subject to and shall be governed by all applicable provisions
of federal law and state law as they may be amended, including but not limited to the
Communications Act and any applicable rules, regulations, and orders of the FCC, as amended.
2.6 No Waiver:
2.6.1 The failure of the City on one or more occasions to exercise a right or to
require compliance or performance under this Franchise, the Communications Act or any other
applicable state or federal law shall not be deemed to constitute a waiver of such right or a
waiver of compliance or performance by the City nor to excuse Franchisee from complying or
performing, unless such right or such compliance or performance has been specifically waived in
writing.
2.6.2 The failure of Franchisee on one or more occasions to exercise a right
under this Franchise or applicable law, or to require performance under this Franchise, shall not
be deemed to constitute a waiver of such right or of performance of this Agreement, nor shall it
excuse the City from performance, unless such right or performance has been specifically waived
in writing.
Seattle- 3435598.2 0010932 -00119 8
2.7 Construction of Agreement:
2.7.1 The provisions of this Franchise shall be liberally construed to effect their
objectives.
2.7.2 Nothing herein shall be construed to limit the scope or applicability of
Section 625 of the Communications Act, 47 U.S.C. § 545.
2.8 Police Powers: In executing this Franchise Agreement, the Franchisee
acknowledges that its rights hereunder are subject to the lawful police powers of the City.
Franchisee agrees to comply with all lawful and applicable general laws and ordinances enacted
by the City pursuant to such power. Nothing in the Franchise shall be construed to prohibit the
reasonable, necessary and lawful exercise of the City's police powers. However, if the
reasonable, necessary and lawful exercise of the City's police power results in any material
alteration of the terms and conditions of this Franchise, then the parties shall modify this
Franchise to the mutual satisfaction of both parties to ameliorate the negative effects on the
Franchisee of the material alteration. Any modifications shall be in writing and signed by both
parties. If the parties cannot reach agreement on the above - referenced modification to the
Franchise, the parties agree to submit the matter to mediation. The matter submitted to
mediation shall be limited to what effect, if any, the City's exercise of police powers has on the
terms of the Franchise. In the event mediation does not result in an agreement, then the
Franchisee may terminate this Agreement without further obligation to the City or, at
Franchisee's option, the parties agree to submit the matter to binding arbitration in accordance
with the commercial arbitration rules of the American Arbitration Association (but not
necessarily administered by the American Arbitration Association) or as otherwise mutually
agreed by the parties. The matter submitted to arbitration shall be limited to what effect, if any,
the City's exercise of police powers has on the terms of the Franchise. Nothing in this provision
shall require the City to pay for the relocation of Telecommunications Facilities. Such matters
are outside the scope of this provision and both parties reserve their rights with respect to such
matters.
2.9 Termination of Telecommunications Services. Notwithstanding any other
provision of this Agreement, if Franchisee ceases to provide Telecommunications Services over
the FTTP Network at any time during the Term and is not otherwise authorized to occupy the
Public Rights -of -Way in the Franchise Area, the City may regulate the FTTP Network as a cable
system to the extent permitted by Title VI.
3. PROVISION OF CABLE SERVICE
3.1 Service Area:
3.1.1 Initial Service Area: Franchisee shall offer Cable Service to significant
numbers of Subscribers in residential areas of the Initial Service Area and may make Cable
Service available to businesses in the Initial Service Area, within twelve (12) months of the
Service Date of this Franchise, and shall offer Cable Service to all residential areas in the Initial
Service Area within thirty-six (36) months of the Service Date of the Franchise, except: (A) for
periods of Force Majeure; (B) for periods of delay caused by the City; (C) for periods of delay
Seattle- 3435598.2 0010932 -00119 9
resulting from Franchisee's inability to obtain authority to access rights -of -way in the Service
Area; (D) in areas where developments or buildings are subject to claimed exclusive
arrangements with other providers; (E) in areas, developments or buildings where Franchisee
cannot access under reasonable terms and conditions after good faith negotiation, as determined
by Franchisee; and (F) in developments or buildings that Franchisee is unable to provide Cable
Service for technical reasons or which require non - standard facilities which are not available on
a commercially reasonable basis; and (G) in areas where the occupied residential household
density does not meet the density requirements set forth in Section 3.1.2.
3.1.2 Density Requirement: Franchisee shall make Cable Services available to
residential dwelling units in all areas of the Service Area where the average density is equal to or
greater than thirty (30) residential dwelling units per mile, as measured in strand footage from
the nearest technically feasible point on the active FTTP Network trunk or feeder line. Should,
through new construction, an area within the Initial Service Area meet the density requirements
after the time stated for providing Cable Service as set forth in Sections 3.1.1 and 3.1.2
respectively, Franchisee shall provide Cable Service to such area within twelve (12) months of
receiving notice from the City that the density requirements have been met.
3.1.3 Additional Service Areas: Except for the Initial Service Area Franchisee
shall not be required to extend its Cable System or to provide Cable Services to any other areas
within the Franchise Area during the term of this Franchise or any Renewals thereof except as set
forth in this Section 3.1.3. The parties agree that if any land is annexed by the City during the
term of this Agreement, such annexed areas shall become part of the Franchise Area and
Franchisee shall be required to extend Cable Service within a reasonable time to such annexed
area (subject to the exceptions in Section 3.1.1 above), provided that such annexed area: (a) is
contiguous to the City, (b) is within Franchisee's Title II service territory, and (c) is served by
the video - enabled FTTP Network. If Franchisee intends to serve Additional Service Areas
within the Franchise Area, Franchisee shall notify the City in writing of such Additional Service
Area at least ten (10) days prior to providing Cable Services in such areas.
3.2 Availability of Cable Service: Franchisee shall make Cable Service available to
all residential dwelling units and may make Cable Service available to businesses within the
Service Area in conformance with Section 3.1 and Franchisee shall not discriminate between or
among any individuals in the availability of Cable Service. Franchisee shall not deny access to
Cable Services to any group of potential residential Subscribers because of the income of the
residents of the local area in which the group resides. In the areas in which Franchisee shall
provide Cable Service, Franchisee shall be required to connect, at Franchisee's expense, other
than a standard installation charge, all residential dwelling units that are within one hundred fifty
(150) feet of trunk or feeder lines not otherwise already served by Franchisee's FTTP Network.
Franchisee shall be allowed to recover, from a Subscriber that requests such connection, actual
costs incurred for residential dwelling unit connections that exceed one hundred fifty (150) feet
and actual costs incurred to connect any non - residential Subscriber.
3.3 Complimentary Cable Service to Public Buildings: Subject to Section 3.1,
Franchisee shall provide without charge within the Service Area, one service outlet (unless
otherwise specified in Exhibit B) activated for Basic Service to each public school, police and
fire station, public library, government offices, and other buildings used for government
Seattle- 3435598.2 0010932 -00119 10
administration as may be designated by the City, and also required of other cable operators in the
Service Area, as provided in Exhibit B; provided, however, that if it is necessary to extend
Franchisee's trunk or feeder lines more than one hundred fifty (150) feet solely to provide
service to any such school or public building, the City or other appropriate entity shall have the
option either of paying Franchisee's direct costs for such extension in excess of one hundred fifty
(150) feet, or of releasing Franchisee from the obligation to provide service to such building.
Furthermore, Franchisee shall be permitted to recover, from any school or other public building
owner entitled to free service, the direct cost of installing, when requested to do so, more than
one outlet or concealed inside wiring, or a service outlet requiring more than one hundred fifty
(150) feet of drop cable; provided, however, that Franchisee shall charge for the provision of
Basic Service to the additional service outlets once installed. Cable Service may not be resold or
otherwise used in contravention of Franchisee's rights with third parties respecting
programming. Equipment provided by Franchisee, if any, shall be replaced at retail rates if lost,
stolen, or damaged due to the negligence or other wrongful acts of the City.
4. SYSTEM OPERATION
As provided in Section 2.2, the parties recognize that Franchisee's FTTP Network is
being constructed and will be operated and maintained as an upgrade to and /or extension of its
existing Telecommunications Facilities. The jurisdiction of the City over such
Telecommunications Facilities is restricted by federal and state law, and the City does not and
will not assert jurisdiction over Franchisee's FTTP Network in contravention of those
limitations.
5. SYSTEM FACILITIES
5.1 Technical Requirement: Franchisee shall operate, maintain, construct and extend
the Cable System so as to provide high quality signals and reliable delivery of Cable Services for
all cable programming services. The Cable System shall meet or exceed any and all applicable
technical performance standards of the FCC, the National Electrical Safety Code, the National
Electrical Code and any other applicable federal law and the laws of the State of Washington to
the extent not in conflict with federal law and regulations.
5.2 System Characteristics: Franchisee's Cable System shall meet or exceed the
following requirements:
5.2.1 The System shall be designed with an initial digital carrier passband
between fifty (50) and eight hundred sixty (860) MHz.
5.2.2 The System shall be designed, constructed and maintained to be an active
two -way plant for subscriber interaction, if any, required for selection or use of Cable Service.
5.3 Interconnection: The Franchisee shall design its Cable System so that it may be
interconnected with other cable systems in the Franchise Area. Interconnection of systems may
be made by direct cable connection, microwave link, satellite, or other appropriate methods.
Seattle- 3435598.2 0010932 -00119 11
5.4 Emergency Alert System: Franchisee shall comply with the Emergency Alert
System (`BAS ") requirements of the FCC and state law in order that emergency messages may
be distributed over the System in video and audio formats as required by state and federal law.
6. EG SERVICES
6.1 Access Channels:
6.1.1 In order to ensure availability of educational and government
programming, Franchisee shall provide, without charge to the City, on the Basic Service Tier one
(1) dedicated Government Access Channel and one (1) shared Educational and Government
Access Channel, and Franchisee shall reserve on its Basic Service Tier for the City's future use
one (1) additional dedicated Channel for Educational Access and one (1) additional dedicated
Channel for Government Access (the "Reserve Channels ") (collectively, "Access Channels ").
6.1.2 The parties agree that Franchisee shall retain the right to utilize all such
Access Channels, in its sole discretion, during the term of this Franchise until such time that
Franchisee activates the City's Access Channels pursuant to Section 6.1 and /or if the City ceases
to use the Access Channels during the Term of this Agreement. The City shall comply with
applicable law regarding the use of EG Channels. Franchisee shall only be required to provide
the Reserve Channels so long as the other Cable Operators in the Franchise Area are also
providing similar channels.
6.1.3 Upon the signing of this Agreement, the City hereby notifies Franchisee of
its intent to provide programming to be carried on the Government and Educational Access
Channels; such notification shall constitute authorization to the Franchisee to transmit such
programming within and outside of the City.
6.1.4 The City may activate a Reserve Channel during the Term by providing
the Franchisee with written notice of the need for additional Access Channel capacity at least one
hundred eighty (180) days prior to the date it intends to activate a Reserve Channel,
demonstrated by a programming schedule for EG programming on the existing Government or
shared Educational and Government Access Channels, as applicable, consisting of at least six (6)
hours per day, which programming for purposes of this calculation shall not include repeat
programming generated per day or character - generated programming. Such written notice shall
authorize the Franchisee to transmit the Reserve Channel within and outside of the City.
6.1.5 The Franchisee specifically reserves the right to make or change channel
assignments in its sole discretion and shall provide notice of such changes as set forth in the
Customer Service Standards, Exhibit D, Sections 10.E and 10.G.4. The Access Channels shall
be used for community programming related to Educational and /or Governmental activities. The
City shall have complete control over the content, scheduling, and administration of the Access
Channels and may delegate such functions, or a portion of such functions, to an appropriate
designee upon written notice from the City to Franchisee. The Franchisee shall not exercise any
editorial control over Access Channel programming.
6.1.6 The City shall provide and ensure suitable video and audio signals, for the
Access Channels at the Public Safety Building (250 5a' Avenue North, Edmonds, WA 98020)
Seattle- 3435598.2 0010932 -00119 12
for the Government Access Channel and at the Edmonds Community College (20000 68th Ave.
West, Lynnwood, WA 98036) for the shared Educational and Government Access Channel; and
subject to written notification pursuant to Section 6.1.4, the City shall provide and ensure
suitable video and audio signals for the Reserve Channels at a single mutually agreeable location
(all together, the "EG Origination Sites "). The Franchisee's obligations under this Section 6.1,
including its obligation to provide upstream equipment, lines and facilities necessary to transmit
those video and audio signals, shall be subject to the provision by the City, to the extent
applicable and without charge to the Franchisee, of:
(1) access to the EG Channel Origination Site facility;
(2) access to any required EG equipment within the EG Channel
Origination Site facility and suitable required space, environmental conditions, electrical power
supply, access, and pathways within the EG Channel Origination Site facility;
(3) video and audio signals in a mutually agreed upon format suitable
for EG Access Channel programming;
(4) any third -party consent that may be necessary to transmit EG
signals (including, without limitation, any consent that may be required with respect to third -
party facilities, including the facilities of the incumbent cable provider, used to transmit EG
content to the EG Channel Origination Site from auxiliary locations); and
(5) any other cooperation and access to facilities as are reasonably
necessary for the Franchisee to fulfill the obligations stated herein.
To the extent suitable video and audio signals are provided to Franchisee and the foregoing
conditions in Section 6.1 are met, Franchisee shall, within one hundred eighty (180) days of
written notice or provision of suitable video and audio signals, whichever is later, provide,
install, and maintain in good working order the equipment necessary for transmitting the EG
signal to Subscribers.
6.2 EG Grant:
6.2.1 Franchisee shall provide a grant to the City, or its designee (as evidenced
by appropriate notice by the City), to be used in support of the production of local EG
programming (the "EG Grant "). Such grant shall be used by the City for EG access equipment,
including, but not limited to, studio and portable production equipment, editing equipment and
program playback equipment, or for renovation or construction of EG access facilities.
6.2.2 If during the Term of this Franchise, all other Cable Operator(s) in the
Franchise Area begin to provide an EG Grant on a per subscriber per month basis, Franchisee
agrees to match the EG Grant in the amount of up to $0.35 per Subscriber, per month.
Subsequently, such amount can be modified as determined by the City Council no more than
once each year and the EG Grant shall be no greater than $1.00, per Subscriber, per month, and
shall be the same amount required of all other Cable Operators in the Franchise Area.
Franchisee's obligation under this Section 6.2.2. is contingent upon all other Cable Operators
making the same grant payment on a per Subscriber, per month basis. The City shall give
Seattle- 3435598.2 0010932 -00119 13
Franchisee sixty (60) days prior written notice before changing the amount of the EG Grant
under this Section. The EG Grant payment, shall be delivered to the City concurrent with the
Franchise Fee payment.
6.2.3 The Franchisee shall provide to the City an initial EG Grant in the amount
of Ten Thousand Dollars ($10,000) within ninety (90) days of the Effective Date. Such amount
is competitively equitable to the grant made by the incumbent Cable Operator to the City.
6.2.4 The City shall provide Franchisee with a complete accounting annually of
the distribution of funds granted pursuant to this Section 6.2.
6.3 The City shall require all local producers and users of any of the EG facilities or
Channels to agree in writing to authorize Franchisee to transmit programming consistent with
this Agreement and to defend and hold harmless Franchisee and the City, from and against any
and all liability or other injury, including the reasonable cost of defending claims or litigation,
arising from or in connection with claims for failure to comply with applicable federal laws,
rules, regulations or other requirements of local, state or federal authorities; for claims of libel,
slander, invasion of privacy, or the infringement of common law or statutory copyright; for
unauthorized use of any trademark, trade name or service mark; for breach of contractual or
other obligations owed to third parties by the producer or user; and for any other injury or
damage in law or equity, which result from the use of a EG facility or Channel. The City shall
establish rules and regulations for use of EG facilities, consistent with, and as required by, 47
U.S.C. § 531.
6.4 To the extent permitted by federal law, the Franchisee shall be allowed to recover
the costs of an EG Grant or any other costs arising from the provision of EG services from
Subscribers and to include such costs as a separately billed line item on each Subscriber's bill.
7. FRANCHISE FEES
7.1 Payment to City: Franchisee shall pay to the City a Franchise fee of five percent
(5 %) of annual Gross Revenue ( "Franchise Fee "). In accordance with Title VI of the
Communications Act, the twelve -month (12) period applicable under the Franchise for the
computation of the Franchise Fee shall be a calendar year. Such payments shall be made no later
than forty -five (45) days following the end of each calendar quarter. Franchisee shall be allowed
to submit or correct any payments that were inadvertently omitted, and shall be refunded any
payments that were incorrectly submitted, in connection with the quarterly Franchise Fee
remittances within ninety (90) days following the close of the calendar year for which such
payments were applicable.
7.2 Supporting Information: Each Franchise Fee payment shall be accompanied by a
brief report that is verified by a financial manager of Franchisee showing the basis for the
computation, substantially similar to that set forth in Exhibit D. No later than forty -five (45)
days after the end of each calendar year, Franchisee shall furnish to the City an annual summary
of Franchise Fee calculations.
Seattle- 3435598.2 0010932 -00119 14
7.3 Limitation on Franchise Fee Actions: The parties agree that the period of
limitation for recovery of any Franchise Fee payable hereunder shall be four (4) years from the
date on which payment by Franchisee is due.
7.4 Interest Charge on Late Payments: Late payments for any (i) Franchise Fees due
pursuant to Section 7, (ii) EG Grant due pursuant to Section 6, (iii) Franchise Grant due pursuant
to Section 14, and (iv) liquidated damages due pursuant to Section 13 shall be subject to the
interest at the then - current rate set forth in RCW 19.52.020, which as of the date of execution of
this Agreement is twelve percent (12 %) per annum from the due date to the date that such
payment is made.
7.5 No Release: The City's acceptance of payment shall not be construed as an
agreement that the amount paid was correct, nor shall acceptance be construed as a release of any
claim which the City may have for additional sums due under provisions of this Section 7.
7.6 No Limitation on Taxing Authority: Nothing in this Franchise shall be construed
to limit any authority of the City to impose any tax, fee, or assessment of general applicability.
Nothing in this Franchise is intended to preclude Franchisee from exercising any right it may
have to challenge the lawfulness of any tax, fee, or assessment imposed by the City or any state
or federal agency or authority, or intended to waive any rights the Franchisee may have under 47
U.S.C. § 542.
7.7 EG Grant and Franchise Grant Not Franchise Fees: Franchisee agrees that the
EG Grant and Franchise Grant set forth in Sections 6 and 14 respectively, shall in no way modify
or otherwise affect Franchisee's obligation to pay Franchise Fees to the City. Franchisee agrees
that although the sum of Franchise Fees and the EG Grant and Franchise Grant may total more
than five percent (5 %) of Franchisee's Gross Revenues in any twelve -month (12) period, the
additional commitments are not to be offset or otherwise credited in any way against any
Franchise Fee payments under this Franchise.
7.8 Audits:
7.8.1 The parties shall make every effort to informally consult and resolve any
questions or issues regarding Franchise Fee or EG Grant payments and nothing herein shall be
construed to preclude such informal consultations or review of Franchisee's books. The City
may audit or conduct a Franchise Fee review of Franchisee's books and records no more than
once every three (3) years during the Term, provided that the City shall require all other Cable
Operators in the Franchise Area to be subject to competitively equitable audit requirements in
any renewal or initial granting of such franchises after the Effective Date.
7.8.2 All records reasonably necessary for any such audit shall be made
available by Franchisee to the City within thirty (30) days of the City's request.
7.8.3 Each party shall bear its own costs of an audit; provided, however, that if
the results of any audit indicate that Franchisee underpaid the Franchise Fees by five percent
(5 %) or more, then Franchisee shall pay the reasonable, documented, out -of- pocket costs of the
audit up to Fifteen Thousand Dollars ($15,000).
Seattle- 3435598.2 0010932 -00119 15
7.8.4 If the results of an audit indicate an overpayment of Franchise Fees, the
parties agree that any undisputed overpayment shall be offset against future payments if
applicable, within forty -five (45) days. If the results of an audit indicate an underpayment of
Franchise Fees, the parties agree that any undisputed underpayment shall be paid within forty -
five (45) days along with interest as set forth in Section 7.4.
7.8.5 Any audit shall be conducted by an independent third party. Any entity
employed by the City that performs the audit or Franchise Fee review shall not be permitted to
be compensated on a success based formula, e.g. payment based on an underpayment of fees, if
any.
7.9 Bundled Services: If Cable Services subject to the Franchise Fee required under
this Article 7 are provided to Subscribers in conjunction with Non -Cable Services, the Franchise
Fee shall be applied only to the value of the Cable Services, as reflected on the books and
records of Franchisee in accordance with applicable federal or state laws, rules, and regulations,
or Washington Utilities and Trade Commission regulations, standards or orders. Franchisee shall
not allocate revenue between Cable Services and Non -Cable Services with the purpose of
evading or substantially reducing the Franchisee's Franchise Fee obligations to the City.
7.10 Alternative Fees: In the event that Franchise Fees are prohibited by any law or
regulation, Franchisee agrees to pay any substitute fee or amount allowed by law up to a
maximum amount of five percent (5 %) of Gross Revenues, so long as the substitute fee is
imposed on all other Cable Operators in the Franchise Area and Franchisee is given thirty (30)
days notice of the substitute fee by the City.
8. CUSTOMER SERVICE
Customer Service Requirements are set forth in Exhibit D, which shall be binding unless
amended by written consent of the parties.
9. REPORTS AND RECORDS
9.1 Open Books and Records: Upon reasonable written notice to the Franchisee and
with no less than thirty (30) business days written notice to the Franchisee, the City shall have
the right to inspect Franchisee's books and records pertaining to Franchisee's provision of Cable
Service in the Franchise Area at any time during normal business hours (those hours during
which most similar businesses in the community are open to serve customers) and on a
nondisruptive basis, at a mutually agreed upon location in the Franchisee's Title II territory in
Washington, as are reasonably necessary to ensure compliance with the terms of this Franchise.
Such notice shall specifically reference the section of the Franchise which is under review, so
that Franchisee may organize the necessary books and records for appropriate access by the City.
Franchisee shall not be required to maintain any books and records for Franchise compliance
purposes longer than six (6) years, provided that if, as a result of reviewing Franchisee's records,
the City identifies specific records and requests that such records be retained beyond the six -year
(6) period, Franchisee shall retain those records for an additional twelve (12) months.
Notwithstanding anything to the contrary set forth herein, Franchisee shall not be required to
disclose information that it reasonably deems to be proprietary or confidential in nature, nor
Seattle- 3435598.2 0010932 -00119 16
disclose any of its or an Affiliate's books and records not relating to the provision of Cable
Service in the Service Area. The City shall treat any information disclosed by Franchisee as
confidential and only disclose it to employees, representatives, and agents thereof that have a
need to know, or in order to enforce the provisions hereof, unless otherwise required by law
whereupon the City will notify Franchisee pursuant to Section 9.2. Franchisee shall not be
required to provide Subscriber information in violation of section 631 of the Communications
Act, 47 U.S.C. § 551.
9.2 Public Disclosure: If, in the course of enforcing this Franchise or for any other
reason, the City believes it must disclose any Franchisee confidential information pursuant to
Washington law, the City shall provide reasonable advance notice of such disclosure so that
Franchisee can take appropriate steps to protect its interests.
9.3 Records Required: Franchisee shall at all times maintain:
9.3.1 Records of all written complaints for a period of three (3) years after
receipt by Franchisee. The term "complaint" as used herein refers to complaints about any
aspect of the Cable System or Franchisee's cable operations, including, without limitation,
complaints about employee courtesy. Complaints recorded will not be limited to complaints
requiring an employee service call;
9.3.2 Records of outages for a period of three (3) years after occurrence,
indicating date, duration, area, and the number of Subscribers affected, type of outage, and
cause;
9.3.3 Records of service calls for repair and maintenance for a period of three
(3) years after resolution by Franchisee, indicating the date and time service was required, the
date of acknowledgment and date and time service was scheduled (if it was scheduled), and the
date and time service was provided, and (if different) the date and time the problem was
resolved;
9.3.4 Records of installation/reconnection and requests for service extension for
a period of three (3) years after the request was fulfilled by Franchisee, indicating the date of
request, date of acknowledgment, and the date and time service was extended; and
9.3.5 A map showing the area of coverage for the provisioning of Cable
Services and estimated timetable to commence providing Cable Service.
10. INSURANCE AND INDEMNIFICATION
10.1 Insurance:
10.1.1 Franchisee shall maintain in full force and effect, at its own cost and
expense, during the Franchise Term, the following insurance coverage:
10.1.1.1 Commercial General Liability Insurance in the amount of two
million dollars ($2,000,000) combined single limit for property damage and bodily injury. Such
Seattle- 3435598.2 0010932 -00119 17
insurance shall cover the construction, operation and maintenance of the Cable System and the
conduct of Franchisee's Cable Service business in the City.
10.1.1.2 Automobile Liability Insurance in the amount of two million
dollars ($2,000,000) combined single limit for bodily injury and property damage.
10.1.1.3 Workers' Compensation Insurance meeting all legal
requirements of the state of Washington.
10.1.1.4 Employers' Liability Insurance in the following amounts: (A)
Bodily Injury by Accident: $100,000; and (B) Bodily Injury by Disease: $100,000 employee
limit; and (C) Bodily Injury by Disease: $2,000,000 policy limit.
10.1.1.5 Umbrella or excess liability insurance in the amount of three
million dollars ($3,000,000).
10.1.2 The City shall be included as an additional insured under each of the
insurance policies required in this Article 10 except Worker's Compensation and Employer's
Liability Insurance. Franchisee shall provide to the City a copy of the blanket additional insured
endorsements for General and Auto liability, or similar documentation demonstrating
compliance. Receipt by the City of any certificate showing less coverage than required is not a
waiver of Franchisee's obligations to fulfill the requirements.
10.1.3 Each of the required insurance policies shall be with insurers qualified to
do business in the State of Washington with an A.M. Best Financial Strength rating of A- or
better.
10.1.4 Franchisee shall not cancel any required insurance policy without
obtaining alternative insurance in conformance with this Agreement. In the event that the
insurance company cancels the policy, Franchisee will work diligently to obtain replacement
insurance so there is no gap in coverage.
10.1.5 Franchisee shall deliver to the City Certificates of Insurance showing
evidence of the required coverage within thirty (30) days following the Effective Date of this
Agreement.
10.1.6 The limits required above may be satisfied with a combination of primary
and excess coverage.
10.2 Indemnification:
10.2.1 Franchisee agrees to indemnify, save and hold harmless, and defend the
City, its elected officials, officers, agents, boards and employees, from and against any liability,
damages or claims, settlements approved by Franchisee pursuant to Section 10.2.2 or judgments,
arising out of, or resulting from, the Franchisee's activities pursuant to this Franchise, provided
that the City shall give Franchisee written notice of its obligation to indemnify the City within
ten (10) days of receipt of a claim or action pursuant to this Section, (or up to thirty (3 0) days as
long as such notice causes no prejudice to the Franchisee). Notwithstanding the foregoing,
Seattle- 3435598.2 0010932 -00119 18
Franchisee shall not indemnify the City, for any damages, liability or claims resulting from the
willful misconduct, negligence, or breach of obligation of the City, its officers, agents,
employees, attorneys, consultants, or independent contractors, for which the City is legally
responsible, or for any activity or function conducted by any Person other than Franchisee in
connection with EG Access or EAS.
10.2.2 With respect to Franchisee's indemnity obligations set forth in Section
10.2.1, Franchisee shall provide the defense of any claims or actions brought against the City by
selecting counsel of Franchisee's choice to defend the claim, subject to the consent of the City,
which shall not unreasonably be withheld. Nothing herein shall be deemed to prevent the City
from cooperating with the Franchisee and participating in the defense of any litigation by its own
counsel at its own cost and expense, provided however, that after consultation with the City,
Franchisee shall have the right to defend, settle or compromise any claim or action arising
hereunder, and Franchisee shall have the authority to decide the appropriateness and the amount
of any such settlement. In the event that the terms of any such proposed settlement includes the
release of the City, and the third party is willing to accept the settlement, but the City does not
consent to the terms of any such settlement or compromise, Franchisee shall not settle the claim
or action but its obligation to indemnify the City shall in no event exceed the amount of such
settlement.
11. TRANSFER OF FRANCHISE
11.1 Transfer of the Franchise means:
11.1.1 Any transaction in which:
11.1.1.1 an ownership or other interest in Franchisee, the Franchise or
the Cable System is transferred, directly or indirectly, from one Person or group of Persons to
another Person or group of Persons, so that Control of Franchisee is transferred; or
11.1.1.2 the rights held by Franchisee under the Franchise are transferred
or assigned to another Person or group of Persons.
11.1.2 However, notwithstanding Sections 11.1.1.1 and 11.1.1.2 above, a
Transfer of the Franchise shall not include transfer of an ownership or other interest in
Franchisee to the parent of Franchisee or to another Affiliate of Franchisee; transfer of an interest
in the Franchise or the rights held by the Franchisee under the Franchise to the parent of
Franchisee or to another Affiliate of Franchisee; any action which is the result of a merger of the
parent of the Franchisee; or any action which is the result of a merger of another Affiliate of the
Franchisee.
11.2 Subject to section 617 of the Communications Act, 47 U.S.C. § 537, no Transfer
of the Franchise shall occur without the prior written consent of the City, provided that such
consent shall not be unreasonably withheld, delayed or conditioned so long as the transferee
assumes the obligations of the Franchisee hereunder. No such consent shall be required,
however, for a transfer in trust, by mortgage, by other hypothecation, by assignment of any
rights, title, or interest of the Franchisee in the Franchise or Cable System in order to secure
indebtedness, or otherwise for transactions otherwise excluded under Section 11. 1.2 above.
Seattle- 3435598.2 0010932 -00119 19
12. RENEWAL OF FRANCHISE
12.1 The City and Franchisee agree that any proceedings undertaken by the City that
relate to the renewal of this Franchise shall be governed by and comply with the provisions of
section 626 of the Communications Act, 47 U.S.C. § 546.
12.2 In addition to the procedures set forth in said section 626 of the Communications
Act, the City shall notify Franchisee of all of its assessments regarding the identity of future
cable- related community needs and interests, as well as the past performance of Franchisee under
the then - current Franchise term. The City further agrees that such assessments shall be provided
to Franchisee promptly so that Franchisee has adequate time to submit a proposal under 47
U.S.C. § 546 and pursue renewal of the Franchise prior to expiration of its term.
12.3 Notwithstanding anything to the contrary set forth herein, Franchisee and the City
agree that at any time during the term of the then current Franchise, while affording the public
appropriate notice and opportunity to comment, the City and Franchisee may agree to undertake
and finalize informal negotiations regarding renewal of the then current Franchise and the City
may grant a renewal thereof.
12.4 Franchisee and the City consider the terms set forth in this Article 12 to be
consistent with the express provisions of 47 U.S.C. § 546.
13. ENFORCEMENT AND TERMINATION OF FRANCHISE
13.1 Security: Within thirty (30) days following the Effective Date of this Agreement,
Franchisee shall provide to the City security for the faithful performance by Franchisee of all
material provisions of this Agreement, provided that the City shall require all other Cable
Operators in the Franchise Area to provide competitively equitable security in any renewal or
initial granting of such franchises after the Effective Date. Franchisee shall maintain the
Security at Twenty -Five Thousand Dollars ($25,000) throughout the term of this Agreement.
The form of the security may, at Franchisee's option, be a performance bond, letter of credit,
cash deposit, cashier's check or any other security acceptable to the City (the "Security ").
Nothing in this security provision is intended to impair or alter any Title II security fund rights.
13. 1.1 If the Franchisee posts a performance bond, it shall be substantially in the
form of Exhibit E.
13.1.2 In the event the Security provided pursuant to the Agreement is not
renewed, is cancelled, is terminated or is otherwise impaired, Franchisee shall provide new
security pursuant to this Article within sixty (60) days of notice.
13.1.3 Neither cancellation, nor termination nor refusal by surety to extend the
bond, nor inability of Franchisee to file a replacement bond or replacement security for its
obligations, shall constitute a loss to the City recoverable under the bond.
13.2 Liquidated Damages:
Seattle- 3435598.2 0010932 -00119 20
13.2.1 In the event the City determines that Franchisee has breached this
Agreement, after following the procedures in Sections 13.3 and 13.4, the City may assess the
following as liquidated damages, provided that the City shall require all other Cable Operators in
the Franchise Area to be subject to competitively equitable liquidated damages in any renewal or
initial granting of such franchises after the Effective Date:
13.2.1.1 Two hundred fifty dollars ($250) per day for failure to provide
EG Access Channels as set forth herein;
13.2.1.2 One hundred fifty dollars ($150) per day for material breach of
the customer service standards set forth in Exhibit D;
13.2.1.3 One hundred dollars ($100) per day for failure to provide
reports as required by the Franchise; or
13.2.1.4 Up to two hundred fifty dollars ($250) per day for any other
material breaches or defaults of this Agreement.
13.2.2 Franchisee shall pay any liquidated damages assessed by the City within
thirty (30) days after they are assessed. Liquidated damages shall accrue starting on the first date
of the occurrence of the noncompliance. If liquidated damages are not paid within the thirty (30)
day period, the City may proceed against the Security. Total liquidated damages shall not
exceed Twenty -Five Thousand Dollars ($25,000) in any twelve -month (12) period.
13.2.3 Assessment of liquidated damages shall not constitute a waiver by the City
of any other right or remedy it may have under this Franchise or applicable law except as set
forth in this Agreement, including without limitation its right to recover from Franchisee such
additional damages, losses, costs and expenses, as may have been suffered or incurred by the
City by reason of or arising out of such breach of this Franchise. Notwithstanding the foregoing,
if the City elects to assess liquidated damages pursuant to this Section, such election shall
constitute the City's exclusive remedy for the violation for which the liquidated damages were
assessed for a period of sixty (60) days. Thereafter, the remedies provided for in this Agreement
are cumulative and not exclusive; the exercise of one remedy shall not prevent the exercise of
another remedy, or the exercise of any rights of the City at law or equity, provided that the
cumulative remedies may not be disproportionate to the magnitude and severity of the breach for
which they are imposed.
13.2.4 Subject to Sections 13.3 and 13.4, and subject to the assessment of any
liquidated damages pursuant to Section 13.2, the City may elect to pursue other legal and
equitable remedies at any time during the term of this Franchise.
13.3 Notice of Violation: In the event the City believes that Franchisee has not
complied with the terms of the Franchise, failed to perform any obligation under this Agreement
or has failed to perform in a timely manner, the City shall informally discuss the matter with
Franchisee. If these discussions do not lead to resolution of the problem within twenty (20) days,
the City shall notify Franchisee in writing, stating with reasonable specificity the nature of the
alleged violation (the "Noncompliance Notice ").
Seattle- 3435598.2 0010932 -00119 21
13.4 Franchisee's Right to Cure or Respond: Franchisee shall have thirty (30) days
from receipt of the Noncompliance Notice to: (i) respond to the City, if Franchisee contests (in
whole or in part) the assertion of noncompliance; (ii) cure such noncompliance; or (iii) in the
event that, by its nature, such noncompliance cannot be cured within such thirty (30) day period,
initiate reasonable steps to remedy such noncompliance and notify the City of the steps being
taken and the date by which cure is projected to be completed. Upon cure of any
noncompliance, the City shall provide written confirmation that such cure has been effected.
13.5 Remedies: Subject to applicable federal and state law, in the event the City, after
the procedures set forth in Sections 13.3 and 13.4, determines that Franchisee is in default of any
material provision of this Franchise, the City may take the following actions:
13.5.1 Seek specific performance of any provision, which reasonably lends itself
to such remedy, as an alternative to damages;
13.5.2 Seek liquidated damages as set forth herein;
13.5.3 Commence an action at law for monetary damages or seek other equitable
relief;
13.5.4 In the case of a substantial material default of the Franchise, seek to
revoke the Franchise in accordance with Section 13.6.
13.6 Revocation:
13.6.1 As set forth in this Section 13.6, the City may seek to revoke this
Franchise in the event of a substantial material default of this Franchise. Should the City seek to
revoke this Franchise after following the procedures set forth in Sections 13.3 and 13.4, the City
shall give written notice to Franchisee of such intent to revoke this Franchise. This notice of
intent to revoke is in addition to the Notice of Noncompliance pursuant to Section 13.3. The
notice shall set forth with reasonable specificity the reasons for revocation. The Franchisee shall
have thirty (30) days to object in writing and to state its reasons for such objection. In the event
the City has not received a satisfactory response from Franchisee, it may then seek termination of
the Franchise at a public hearing. The City shall notify the Franchisee in writing of the time and
place of the public hearing at least thirty (30) days prior to the public hearing.
13.6.2 At the revocation hearing, Franchisee shall be provided a fair opportunity
for full participation, including the right to be represented by legal counsel, to introduce relevant
evidence, to compel the testimony of persons as permitted by law, and to question and /or cross
examine witnesses. The revocation hearing shall be a public hearing at which members of the
public may testify under oath. A complete verbatim record shall be made of the revocation
hearing by a court reporter. The costs of such court reporter shall be shared equally by the
parties.
13.6.3 Following the public hearing, Franchisee may submit its proposed written
findings and conclusions within twenty (20) days of the close of the public hearing. Thereafter,
the City shall determine: (i) whether an event of default has occurred; (ii) whether such event of
default should be excused; and (iii) whether such event of default has been cured or will be cured
Seattle- 3435598.2 0010932 -00119 22
by the Franchisee; and (iv) whether to revoke the Franchise based on the information presented,
or, where applicable, grant additional time to the Franchisee to effect any cure. If the City
determines that the Franchise shall be revoked, the City shall promptly provide Franchisee with a
written decision setting forth its reasoning. Franchisee may appeal such determination of the
City to an appropriate court within thirty (30) days of notice of the City's decision.
13.6.4 The City may, at its sole discretion, take any lawful action which it deems
appropriate to enforce the City's rights under the Franchise in lieu of revocation of the Franchise.
13.7 Franchisee Termination: Franchisee shall have the right to terminate this
Franchise and all obligations hereunder within ninety (90) days after the third anniversary of the
Service Date of this Franchise, if at the end of such three (3) year period Franchisee does not
then in good faith believe it has achieved a commercially reasonable level of Subscriber
penetration on its Cable System. Franchisee may consider subscriber penetration levels outside
the Franchise Area but within the Puget Sound metropolitan area in this determination. Notice to
terminate under this Section 13.7 shall be given to the City in writing, with such termination to
take effect no sooner than one hundred and twenty (120) days after giving such notice.
Franchisee shall also be required to give its then current Subscribers not less than ninety (90)
days prior written notice of its intent to cease Cable Service operations.
13.8 The City specifically does not by any provision of this Franchise, waive any
immunity or limitation of liability under state or federal law, including but not limited to, section
635 A of the Communications Act.
14. MISCELLANEOUS PROVISIONS
14.1 Franchise Grant: Franchisee shall pay the City Ten Thousand Dollars
($10,000.00) (the "Franchise Grant "). The Franchise Grant shall be payable thirty (30) days from
the Effective Date, which may be used for any lawful purpose. The City agrees to require
competitively similar obligations from other Cable Operators upon the future grant or renewal of
a franchise agreement for the provision of Cable Service. To the extent permitted by federal law,
Franchisee shall be allowed to recover this amount from Subscribers and may line -item or
otherwise pass - through this amount to Subscribers. The reference to the line item shall accurately
describe its purpose.
14.2 Equal Employment Opportunity: Franchisee shall comply with all applicable
federal and state laws affording nondiscrimination in employment to all individuals regardless of
their race, color, religion, age, sex, national origin, sexual orientation or physical disability.
14.3 Actions of Parties: In any action by the City or Franchisee that is mandated or
permitted under the terms hereof, such party 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, delayed or conditioned.
14.4 Binding Acceptance: This Agreement shall bind and benefit the parties hereto and
their respective successors and assigns, and the promises and obligations herein shall survive the .
expiration date hereof.
Seattle- 3435598.2 0010932 -00119 23
14.5 Preemption: In the event that federal or state law, rules, or regulations preempt a
provision or limit the enforceability of a provision of this Agreement, the provision shall be read
to be preempted to the extent, and for the time, but only to the extent and for the time, required
by law. In the event such federal or state law, rule or regulation is subsequently repealed,
rescinded, amended or otherwise changed so that the provision hereof that had been preempted is
no longer preempted, such provision shall thereupon return to full force and effect, and shall
thereafter be binding on the parties hereto, without the requirement of further action on the part
of the City or Franchisee.
14.6 Force Majeure: Franchisee shall not be held in default under, or in
noncompliance with, the provisions of the Franchise, nor suffer any enforcement or liquidated
damages relating to noncompliance or default, where such noncompliance or alleged defaults
occurred or were caused by a Force Majeure.
14.7 Good Faith Error: Furthermore, the parties hereby agree that it is not the City's
intention to subject Franchisee to liquidated damages, forfeitures or revocation of the Franchise
for violations of the Franchise where the violation was a good faith error that resulted in no or
minimal negative impact on Subscribers.
14.8 Notices: Unless otherwise expressly stated herein, notices required under the
Franchise shall be deemed effective three (3) days after having been deposited by first class,
postage prepaid, registered or certified mail, return receipt requested or one (1) day after having
been deposited with any nationally recognized overnight courier for next day delivery, and
addressed to the addressees below. Each party may change its designee by providing written
notice to the other party.
14.8.1 Notices to Franchisee shall be mailed to:
Verizon Northwest Inc.
Attn: Tim McCallion, President
112 Lakeview Canyon Road, CA501 GA
Thousand Oaks, CA 91362
with a copy to:
Mr. Jack H. White
Senior Vice President & General Counsel - Verizon Telecom
One Verizon Way
Room VC43E010
Basking Ridge, NJ 07920 -1097
Notices to the City shall be mailed to:
City of Edmonds
Attn: Mayor
121 5a' Avenue North
Edmonds, WA 98020
Seattle- 3435598.2 0010932 -00119 24
14.9 Entire Agreement: This Franchise and the Exhibits hereto constitute the entire
agreement between Franchisee and the City, and supersede all prior or contemporaneous
agreements, representations or understandings (whether written or oral) of the parties regarding
the subject matter hereof. Any ordinances or parts of ordinances relating to cable service that
conflict with the provisions of this Agreement are superseded by this Agreement.
14.10 Amendments: Amendments to this Franchise shall be mutually agreed to in
writing by the parties. No amendment will take effect if it will impair the security set forth in
Section 13, unless otherwise agreed by the parties.
14.11 Captions: The captions and headings of articles and sections throughout this
Agreement are intended solely to facilitate reading and reference to the sections and provisions
of this Agreement. Such captions shall not affect the meaning or interpretation of this
Agreement.
14.12 Severability: If any section, sentence, paragraph, term, or provision hereof is
determined to be illegal, invalid, or unconstitutional, by any court of competent jurisdiction or by
any state or federal regulatory authority having jurisdiction thereof, such determination shall
have no effect on the validity of any other section, sentence, paragraph, term or provision hereof,
all of which will remain in full force and effect for the term of the Franchise.
14.13 Recitals: The recitals set forth in this Agreement are incorporated into the body
of this Agreement as if they had been originally set forth herein.
14.14 FTTP Network Transfer Prohibition: Under no circumstance including, without
limitation, upon expiration, revocation, termination, denial of renewal of the Franchise or any
other action to forbid or disallow Franchisee from providing Cable Services, shall Franchisee or
its assignees be required to sell any right, title, interest, use or control of any portion of
Franchisee's FTTP Network including, without limitation, the Cable System and any capacity
used for Cable Service or otherwise, to the City or any third party. Franchisee shall not be
required to remove the FTTP Network or to relocate the FTTP Network or any portion thereof as
a result of revocation, expiration, termination, denial of renewal or any other action to forbid or
disallow. Franchisee from providing Cable Services.
14.15 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 that would indicate any such
relationship with the other.
14.16 Independent Review: The City and Franchisee each acknowledge that they have
received independent legal advice in entering into this Agreement. In the event that a dispute
arises over the meaning or application of any term(s) of this Agreement, such term(s) shall not be
construed by the reference to any doctrine calling for ambiguities to be construed against the
drafter of the Agreement.
14.17 Venue: The venue for any dispute related to this Franchise shall be in the United
States District Court for the Western District of Washington in Seattle, provided it has subject
Seattle- 3435598.2 0010932 -00119 25
matter jurisdiction; if no jurisdiction exists, then venue shall be in the Superior Court for King
County.
14.18 Attorneys' Fees: If any action or suit arises between Franchisee and the City for
breach of this Franchise, the prevailing party, either the City or Franchisee, as the case may be,
shall be entitled to recover all of its reasonable attorneys' fees, costs and expenses in connection
therewith along with such other relief as the court deems proper.
14.19 Acceptance: By signing this Agreement, Franchisee accepts and agrees to abide
by the Franchise and, to the extent consistent with the Franchise, the terms and conditions of
Edmonds Municipal Code Chapter 4.68. Franchisee will timely provide to the City the security
specified in Section 13.1 and the insurance certificates specified in Section 10.1.
14.20 Singular and Plural: Except where the context indicates otherwise, words used
herein, regardless of the number specifically used, shall be deemed and construed to include any
other number, singular or plural as is reasonable in the context.
SIGNATURE PAGE FOLLOWS
Seattle - 3435598.2 0010932 -00119 26
AGREED TO THIS 5' DAY OFA4 t,1.S�
CITY OF EDMONDS
LE
Verizon Northwest Inc.
By6/1412
Tim N allion, President
EXHIBITS
Exhibit A: Initial Service Area
FO AP OVED
Atto
Date__ t
Exhibit B: Municipal Locations and Schools to be Provided Free Cable Service
Exhibit C: Remittance Form
Exhibit D: Customer Service Standards
Exhibit E: Performance Bond
Seattle- 3435598.2 0010932 -00119 27
EXHIBIT A
INITIAL SERVICE AREA
Seattle- 3435598.2 0010932 -00119 28
EXHIBIT B
MUNICIPAL LOCATIONS AND SCHOOLS TO BE PROVIDED
FREE CABLE SERVICE
Existing Buildings:
City Hall -Mayor
121 5th Avenue N, Edmonds, WA
City Administration
121 5th Avenue N, Edmonds, WA
City Meeting Room
121 5th Avenue N, Edmonds, WA
Fire Department
121 5th Avenue N, Edmonds, WA
Finance Department
121 5th Avenue N, Edmonds, WA
City Park Maintenance Building
600 3rd Ave, Edmonds, WA
Edmonds Historical Museum
118 5th Avenue N, Edmonds, WA
Edmonds Library
650 Main Street, Edmonds, WA
Fire Station #16
8429 196th Street SW, Edmonds, WA
Fire Station #17
275 6th Avenue N, Edmonds, WA
Fire Station #20
23009 88th Avenue W, Edmonds, WA
Frances Anderson Center
700 Main Street, Edmonds, WA
Meadowdale Clubhouse
6801 Meadowdale Road, Edmonds WA
Seattle- 3435598.2 0010932 -00119 29
Old Public Works
200 Dayton Street, Edmonds, WA
Handicapped Access Area — City Council Chamber
250 5th Avenue N, Edmonds, WA
City Council Chambers
250 5th Avenue N, Edmonds, WA
Police Department
250 5th Avenue N, Edmonds, WA
Organization/EG Origination Site
250 5th Avenue N, Edmonds, WA
Public Works
7110 210th Street SW, Edmonds, WA
Senior Center
220 Railroad Avenue, Edmonds, WA
Wade James Theatre
950 Main Street, Edmonds, WA
Edmonds Performing Arts Center
410 Fourth Avenue N, Edmonds, WA
Yost Pool
9535 Bowdoin Way, Edmonds, WA
Scriber Lake High School
23200 100th Avenue W, Edmonds, WA
Sherwood Elementary School
22901 106th Avenue W, Edmonds, WA
Edmonds Elementary School
1215 Olympic Avenue, Edmonds, WA
Chase Lake Community School
21603 84th Avenue W, Edmonds, WA
Boys & Girls Club
310 6th Avenue N, Edmonds, WA
Seattle- 3435598.2 0010932 -00119 30
Edmonds - Woodway High School
7600 212th Street SW, Edmonds, WA
Seaview Elementary School
8426 188th Street SW, Edmonds, WA
Maplewood K -8
8500 200th Street SW, Edmonds, WA
Woodway Elementary School
9521 240th Street SW, Edmonds, WA
Westgate Elementary
9601 220th Street SW, Edmonds, WA
Olympic View Water & Sewer District
23725 Edmonds Way, Edmonds, WA
Port of Edmonds Administration Offices
336 Admiral Way, Edmonds, WA
Edmonds Memorial Cemetery
82015 th SW, Edmonds, WA
Edmonds School District
15619 56th Avenue W, Edmonds, WA
Edmonds School District #15 (Meadowdale)
6505 168' Street SW, Edmonds, WA
Edmonds School District #15
6th Avenue N, Edmonds, WA
Madrona School
9300 236th Street, Edmonds, WA
In the event that an existing building listed above is demolished and rebuilt in the same or
different location in the Service Area, Franchisee will provide, subject to the terms and
conditions set forth in Section 3.3, one service outlet activated for Basic Service so long as all
other Cable Operators in the Franchise Area provide service at such location.
Future Buildings:
Franchisee will provide, subject to the terms and conditions set forth in Section 3.3 of this
Franchise, one service outlet active for Basic Service at up to five (5) future public buildings in
the Service Area so long as all other Cable Operators in the Franchise Area provide service to at
least the same number of future locations.
Seattle- 3435598.2 0010932 -00119 31
EXHIBIT C
REMITTANCE FORM
City of )Ooff
Verizon - fGTE
Washington
Franchise Fee Rate: 5.00%
Monthly Recurring Cable
$0.00
$0.00
$0.00
$0.00
Service Charges (e.g.
Basic, Enhanced Basic,
Premium and Equipment
Rental)
Usage Based Charges
$0.00
$0.00
$0.00
$0.00
(e.g. PayPer View,
Installation)
Advertising
$0.00
$0.00
$0.00
$0.00
Home Shopping
$0.00
$0.00
$0.00
$0.00
Late Payment
$0.00
$0.00
$0.00
$0.00
Other Misc. (Leased
$0.00
$0.00
$0.00
$0.00
Access & Other Misc.)
Franchise Fee Billed.
$0.00
$0.00
$0.00
$0.00
PEG Fee Billed
$0.00
$0.00
$0.00
$0.00
Less:
Bad Debt
Total Receipts Subject to $0.00 $0.00 $0.00 $0.00
Franchise Fee Calculation
Franchise Fee Due $0.00 $0.00 $0.00 $0.00
Verizon Northwest Inc. is hereby requesting that this information be treated as confidential and proprietary commercial trade
secret information and financial statements and not disclosed in accordance with section XXXX and the Cable Television
Franchise Agreement granted to Verizon Northwest Inc. This information is not otherwise readily ascertainable or publicly
available by proper means by other persons from another source in the same configuration as provided herein, would cause
substantial harm to competitive position of Verizon in the highly competitive video marketplace if disclosed, is intended to be
proprietary confidential business information and is treated by Verizon as such.
Seattle- 3435598.2 0010932 -00119 32
EXHIBIT D
CUSTOMER SERVICE STANDARDS
These standards shall, starting six (b) months after the Service Date, apply to Franchisee to the
extent it is providing Cable Services over the Cable System in the Franchise area. For the first
six (6) months after the Service Date, Franchisee shall use best efforts to comply with the
Customer Service Standards provided herein; it being agreed, however, that the City will not
impose liquidated damages during this first six (6) month period if Franchisee using best efforts
fails to meet the Customer Service Standards.
SECTION 1: DEFINITIONS
A. Normal Operating Conditions: Those service conditions which are within the
control of Franchisee, as defined under 47 C.F.R. § 76.309(c)(4)(ii). Those conditions which are
not within the control of Franchisee include, but are not limited to, natural disasters, civil
disturbances, power outages, telephone network outages that are not within the control of the
Franchisee, and severe or unusual weather conditions. Those conditions which are ordinarily
within the control of Franchisee include, but are not limited to, special promotions, pay - per -view
events, rate increases, regular peak or seasonal demand periods, and maintenance or rebuild of
the Cable System.
B. Respond: The start of Franchisee's investigation of a Service Interruption by
receiving a Subscriber call, and opening a trouble - ticket, and begin working, if required.
C. Service Call: The action taken by Franchisee to correct a Service Interruption the
effect of which is limited to an individual Subscriber.
D. Service Interruption: The loss of picture or sound on one or more cable channels.
E. Significant Outage: A significant outage of the Cable Service shall mean any
Service Interruption lasting at least four (4) continuous hours that affects at least ten percent
(10 %) of the Subscribers in the Service Area.
F. Standard Installation: Installations where the Subscriber is within one hundred
fifty (150) feet of trunk or feeder lines.
SECTION 2: TELEPHONE AVAILABILITY
A. Franchisee shall maintain a toll -free number to receive all calls and inquiries from
Subscribers in the Franchise Area and /or residents regarding Cable Service. Franchisee
representatives trained and qualified to answer questions related to Cable Service in the Service
Area must be available to receive reports of Service Interruptions twenty -four (24) hours a day,
seven (7) days a week, all other inquiries at least forty -five (45) hours per week. Franchisee
representatives shall identify themselves by name when answering this number.
B. Franchisee's telephone numbers shall be listed, with appropriate description (e.g.
administration, customer service, billing, repair, etc.), in the directory published by the local
Seattle- 3435598.2 0010932 -00119 33
telephone company or companies serving the Service Area, beginning with the next publication
cycle after acceptance of this Franchise by Franchisee.
C. Franchisee may use an Automated Response Unit ( "ARU ") or a Voice Response
Unit ( "VRU ") to distribute calls. If a foreign language routing option is provided, and the
Subscriber does not enter an option, the menu will default to the first tier menu of English
options.
After the first tier menu (not including a foreign language rollout) has run through three
times, if customers do not select any option, the ARU or VRU will forward the call to a queue
for a live representative. Franchisee may reasonably substitute this requirement with another
method of handling calls from customers who do not have touch -tone telephones.
D. Under Normal Operating Conditions, calls received by the Franchisee shall be
answered within thirty (30) seconds. The Franchisee shall meet this standard for ninety percent
(90 %) of the calls it receives at call centers receiving calls from Subscribers, as measured on a
cumulative quarterly calendar basis. Measurement of this standard shall include all calls
received by the Franchisee at all call centers receiving calls from Subscribers, whether they are
answered by a live representative, by an automated attendant, or abandoned after thirty (30)
seconds of call waiting. If the call needs to be transferred, transfer time shall not exceed thirty
(30) seconds.
E. Under Normal Operating Conditions, callers to the Franchisee shall receive a busy
signal no more than three (3 %) percent of the time during,any calendar quarter.
F. Upon request from the City, but in no event more than once a quarter, forty -five
(45) days following the end of each quarter, the Franchisee shall report to the City the following
for all call centers receiving calls from Subscribers except for temporary telephone numbers set
up for national promotions:
(1) Percentage of calls answered within thirty (30) seconds as set forth in
Section 2.D; and
(2) Percentage of time customers received a busy signal when calling the
Franchisee's service center as set forth in Section 2.E.
Subject to consumer privacy requirements, underlying activity will be made available to
the City for review upon reasonable request.
G. At the Franchisee's option, the measurements and reporting above may be
changed from calendar quarters to billing or accounting quarters one time during the term of this
Agreement. Franchisee shall notify the City of such a change not less than thirty (30) days in
advance.
SECTION 3: INSTALLATIONS AND SERVICE APPOINTMENTS
A. All installations will be in accordance with FCC rules, including but not limited
to, appropriate grounding, connection of equipment to ensure reception of Cable Service, and the
Seattle- 3435598.2 0010932 -00119 34
provision of required consumer information and literature to adequately inform the Subscriber in
the utilization of Franchisee - supplied equipment and Cable Service.
B. The Standard Installation shall be performed within seven (7) business days after
an order is placed if the Optical Network Terminal ( "ONT ") is already installed on the
customer's premises. The Standard Installation shall be performed within fourteen (14) business
days where there is no ONT at the time of service order. Franchisee shall meet this standard for
ninety -five percent (95 %) of the Standard Installations it performs, as measured on a calendar
quarter basis, excluding those requested by the customer outside of these time periods.
C. The Franchisee shall provide the City with a report upon request from the City,
but in no event more than once a quarter, noting the percentage of Standard Installations
completed within the time periods provided in Section 3.13. Subject to consumer privacy
requirements, underlying activity will be made available to the City for review upon reasonable
request.
D. At Franchisee's option, the measurements and reporting above may be changed
from calendar quarters to billing or accounting quarters one time during the term of this
Agreement. Franchisee shall notify the City of such a change not less than thirty (30) days in
advance.
E. Franchisee will offer Subscribers "appointment window" alternatives for arrival
to perform installations, Service Calls and other activities of a maximum four (4) hours
scheduled time block during appropriate daylight available hours, usually beginning at 8:00 AM
unless it is deemed appropriate to begin earlier by location exception. At Franchisee's
discretion, Franchisee may offer Subscribers appointment arrival times other than these four (4)
hour time blocks, if agreeable to the Subscriber. These hour restrictions do not apply to
weekends.
(1) Franchisee may not cancel an appointment window with a customer after
the close of business on the business day prior to the scheduled appointment.
(2) If, Franchisee'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.
F. Franchisee must provide for the pick up or drop off of equipment free of charge in
one of the following manners: (i) by having a Franchisee representative going to the Subscriber's
residence, (ii) by using a mailer, or (iii) by establishing a local business office within the
Franchise Area. If requested by a mobility - limited customer, the Franchisee shall arrange for
pickup and /or replacement of converters or other Franchisee equipment at Subscriber's address
or by a satisfactory equivalent.
Seattle- 3435598.2 0010932 -00119 35
SECTION 4: SERVICE INTERRUPTIONS AND OUTAGES
A. Franchisee shall promptly notify the City of any Significant Outage of the Cable
Service.
B. Franchisee shall exercise commercially reasonable efforts to limit any Significant
Outage for the purpose of maintaining, repairing, or constructing the Cable System. Except in an
emergency or other situation necessitating a more expedited or alternative notification procedure,
Franchisee may schedule a Significant Outage for a period of more than four (4) hours during
any twenty -four (24) hour period only after the City and each affected Subscriber in the Service
Area have been given fifteen (15) days prior notice of the proposed Significant Outage.
Notwithstanding the foregoing, Franchisee may perform modifications, repairs and upgrades to
the System between 12:01 a.m. and 6 a.m. which may interrupt service, and this Section's notice
obligations respecting such possible interruptions will be satisfied by notice provided to
Subscribers upon installation and in the annual Subscriber notice.
C. Franchisee representatives who are capable of responding to Service Interruptions
must be available to Respond twenty -four (24) hours a day, seven (7) days a week.
D. Under Normal Operating Conditions, Franchisee must Respond to a call from a
Subscriber regarding a Service Interruption or other service problems within the following time
frames:
(1) Within twenty -four (24) hours, including weekends, of receiving
Subscriber calls about Service Interruptions in the Service Area.
(2) Franchisee must begin actions to correct all other Cable Service problems
the next business day after notification by the Subscriber or the City of a Cable Service problem.
E. Under Normal Operating Conditions, Franchisee shall complete Service
Calls within seventy -two (72) hours of the time Franchisee commences to Respond to the
Service Interruption, not including weekends and situations where the Subscriber is not
reasonably available for a Service Call to correct the Service Interruption within the seventy -two
(72) hour period.
F. Franchisee shall meet the standard in Section E of this Section for ninety percent
(90 %) of the Service Calls it completes, as measured on a quarterly basis.
G. Franchisee shall provide the City with a report upon request from the City, but in
no event more than once a quarter, forty -five (45) days following the end of each calendar
quarter, noting the percentage of Service Calls completed within the seventy -two (72) hour
period not including Service Calls where the Subscriber was reasonably unavailable for a Service
Call within the seventy -two (72) hour period as set forth in this Section. Subject to consumer
privacy requirements, underlying activity will be made available to the City for review upon
reasonable request. At the Franchisee's option, the above measurements and reporting may be
changed from calendar quarters to billing or accounting quarters one time during the term of this
Agreement. Franchisee shall notify the City of such a change at least thirty (30) days in advance
of any implementation.
Seattle- 3435598.2 0010932 -00119 36
H. Under Normal Operating Conditions, Franchisee shall provide a credit upon
Subscriber request when all Channels received by that Subscriber are out of service for a period
of four (4) consecutive hours or more. The credit shall equal, at a minimum, a proportionate
amount of the affected Subscriber(s) current monthly bill. In order to qualify for the credit, the
Subscriber must promptly report the problem and allow Franchisee to verify the problem if
requested by Franchisee. If Subscriber availability is required for repair, a credit will not be
provided for such time, if any, that the Subscriber is not reasonably available.
I. Under Normal Operating Conditions, if a Significant Outage affects all Video
Programming Cable Services for more than twenty -four (24) consecutive hours, Franchisee shall
issue an automatic credit to the affected Subscribers in the amount equal to their monthly
recurring charges for the proportionate time the Cable Service was out, or a credit to the affected
Subscribers in the amount equal to the charge for the basic plus enhanced basic level of service
for the proportionate time the Cable Service was out, whichever is technically feasible or, if both
are technically feasible, as determined by Franchisee provided such determination is non-
discriminatory. Such credit shall be reflected on Subscriber billing statements within the next
available billing cycle following the outage.
J. With respect to service issues concerning Cable Services provided to the City
facilities, Franchisee shall Respond to all inquiries from the City within four (4) hours and shall
commence necessary repairs within twenty -four (24) hours under Normal Operating Conditions
and shall diligently pursue to completion. If such repairs cannot be completed within twenty -
four (24) hours, Franchisee shall notify the City in writing as to the reason(s) for the delay and
provide an estimated time of repair.
SECTION 5: CUSTOMER COMPLAINTS REFERRED BY THE CITY
Under Normal Operating Conditions, Franchisee shall begin investigating Subscriber
complaints referred by the City within seventy -two (72) hours. Franchisee shall notify the City
of those matters that necessitate an excess of five (5) business days to resolve, but Franchisee
must make all necessary efforts to resolve those complaints within ten (10) business days of the
initial complaint. The City may require Franchisee to provide reasonable documentation to
substantiate the request for additional time to resolve the problem. Franchisee shall inform the
City in writing, which may be by an electronic mail message, of how and when referred
complaints have been resolved within a reasonable time after resolution. For purposes of this
Section, "resolve" means that Franchisee shall perform those actions, which, in the normal
course of business, are necessary to (a) investigate the Customer's complaint; (b) advise the
Customer of the results of that investigation; and (c) implement and complete steps to bring
resolution to the matter in question.
SECTION 6: BILLING
A. Subscriber bills must be itemized to describe Cable Services purchased by
Subscribers and related equipment charges. Bills will comply with applicable federal and state'
laws, and shall clearly delineate activity during the billing period, including optional charges,
rebates, credits, and aggregate late charges. Franchisee shall, without limitation as to additional
line items, be allowed to itemize as separate line items, Franchise fees, taxes and/or other
Seattle- 3435598.2 0010932 -00119 37
governmental- imposed fees. Franchisee shall maintain records of the date and place of mailing
of bills.
B. Every Subscriber with a current account balance sending payment directly to
Franchisee shall be given at least twenty (20) days from the date statements are mailed to the
Subscriber until the payment due date.
C. A specific due date shall be listed on the bill of every Subscriber whose account is
current. Delinquent accounts may receive a bill which lists the due date as upon receipt;
however, the current portion of that bill shall not be considered past due except in accordance
with Section 6.13. above.
D. Any Subscriber who, in good faith, disputes all or part of any bill shall have the
option of withholding the disputed amount without disconnect or late fee being assessed until the
dispute is resolved, provided that:
(1) The Subscriber pays all undisputed charges;
(2) The Subscriber provides notification of the dispute to Franchisee within
five (5) days prior to the due date; and
(3) The Subscriber cooperates in determining the accuracy and /or
appropriateness of the charges in dispute.
(4) It shall be within Franchisee's sole discretion to determine when the
dispute has been resolved.
E. Under Normal Operating Conditions, Franchisee shall initiate investigation and
resolution of all billing complaints received from Subscribers within five (5) business days of
receipt of the complaint. Final resolution shall not be unreasonably delayed.
F. Franchisee shall provide a telephone number and address clearly and prominently
on the bill for Subscribers to contact Franchisee.
G. Franchisee shall forward a copy of any rate - related or customer service- related
billing inserts or other mailings related to Cable Service, but not promotional materials, sent to
Subscribers, to the City.
H. Franchisee shall provide all Subscribers with the option of paying for Cable
Service by check or an automatic payment option where the amount of the bill is automatically
deducted from a checking account designated by the Subscriber. Franchisee may in the future, at
its discretion, permit payment by using a major credit card on a preauthorized basis. Based on
credit history, at the option of Franchisee, the payment alternative may be limited.
Seattle- 3435598.2 0010932 -00119 38
SECTION 7: DEPOSITS, REFUNDS AND CREDITS
A. Franchisee may require refundable deposits from Subscribers 1) with a poor credit
or poor payment history, 2) who refuse to provide credit history information to Franchisee, or 3)
who rent Subscriber equipment from Franchisee, so long as such deposits are applied on a non-
discriminatory basis. The deposit Franchisee may charge Subscribers with poor credit or poor
payment history or who refuse to provide credit information may not exceed an amount equal to
an average Subscriber's monthly charge multiplied by six (6). The maximum deposit Franchisee
may charge for Subscriber equipment is the cost of the equipment which Franchisee would need
to purchase to replace the equipment rented to the Subscriber.
B. Franchisee shall refund or credit the Subscriber for the amount of the deposit
collected for equipment, which is unrelated to poor credit or poor payment history, after one year
and provided the Subscriber has demonstrated good payment history during this period.
Franchisee shall pay interest on deposits if required by law.
C. Under Normal Operating Conditions, refund checks will be issued within the next
available billing cycle following the resolution of the event giving rise to the refund, (e.g.
equipment return and final bill payment).
D. Credits for Cable Service will be issued no later than the Subscriber's next
available billing cycle, following the determination that a credit is warranted, and the credit is
approved and processed. Such approval and processing shall not be unreasonably delayed.
E. Bills shall be considered paid when appropriate payment is received by
Franchisee or its authorized agent. Appropriate time considerations shall be included in
Franchisee's collection procedures to assure that payments due have been received before late
notices or termination notices are sent.
SECTION 8: RATES, FEES AND CHARGES
A. Franchisee shall not, except to the extent expressly permitted by law, impose any
fee or charge for Service Calls to a Subscriber's premises to perform any repair or maintenance
work related to Franchisee equipment necessary to receive Cable Service, except where such
problem is caused by a negligent or wrongful act of the Subscriber (including, but not limited to
a situation in which the Subscriber reconnects Franchisee equipment incorrectly) or by the
failure of the Subscriber to take reasonable precautions to protect Franchisee's equipment (for
example, a dog chew).
B. Franchisee shall provide reasonable notice to Subscribers of the possible
assessment of a late fee on bills or by separate notice.
C. All of Franchisee's rates and charges shall comply with applicable federal and
state law. Franchisee shall maintain a complete current schedule of rates and charges for Cable
Services on file with the City throughout the term of this Franchise.
Seattle- 3435598.2 0010932 -00119 39
SECTION 9: DISCONNECTION /DENIAL OF SERVICE
A. Franchisee shall not terminate Cable Service for nonpayment of a delinquent
account unless Franchisee mails a notice of the delinquency and impending termination prior to
the proposed final termination. The notice shall be mailed to the Subscriber to whom the Cable
Service is billed. The notice of delinquency and impending termination may be part of a billing
statement.
B. Cable Service terminated in error must be restored without charge within twenty -
four (24) hours of notice. If a Subscriber was billed for the period during which Cable Service
was terminated in error, a credit shall be issued to the Subscriber if the Service Interruption was
reported by the Subscriber.
C. Nothing in these standards shall limit the right of Franchisee to deny Cable
Service for non - payment of previously provided Cable Services, refusal to pay any required
deposit, theft of Cable Service, damage to Franchisee's equipment, abusive and /or threatening
behavior toward Franchisee's employees or representatives, or refusal to provide credit history
information or refusal to allow Franchisee to validate the identity, credit history and credit
worthiness via an external credit agency.
D. Charges for cable service will be discontinued at the time of the requested
termination of service by the Subscriber, except equipment charges may by applied until
equipment has been returned. No period of notice prior to requested termination of service can
be required of Subscribers by Franchisee. No charge shall be imposed upon the Subscriber for or
related to total disconnection of Cable Service or for any Cable Service delivered after the
effective date of the disconnect request, unless there is a delay in returning Franchisee equipment
or early termination charges apply pursuant to the Subscriber's service contract. If the
Subscriber fails to specify an effective date for disconnection, the Subscriber shall not be
responsible for Cable Services received after the day following the date the disconnect request is
received by Franchisee. For purposes of this Section, the term "disconnect" shall include
Subscribers who elect to cease receiving Cable Service from Franchisee.
SECTION 10: COMMUNICATIONS WITH SUBSCRIBERS
A. Each employee of the Franchisee who routinely comes into contact with members
of the public at their places of residence must wear a picture identification card clearly indicating
his or her employment with the Franchisee. The photograph on the identification card shall
prominently show the employee's name and/or identification number. Such employee shall
prominently display such identification card and shall show it to all such members of the public.
Each employee of any contractor or subcontractor of the Franchisee who routinely comes into
contact with members of the public at their places of residence must wear a picture identification
card clearly indicating his or her name, the name of such contractor or subcontractor and the
name of the Franchisee.
B. All contact with a Subscriber or potential Subscriber by a Person representing
Franchisee shall be conducted in a courteous manner.
Seattle- 3435598.2 0010932 -00119 40
C. Franchisee shall send annual notices to all Subscribers informing them that any
complaints or inquiries not satisfactorily handled by Franchisee may be referred to the City. A
copy of the annual notice required under this Section 10.0 will be given to the City at least
fifteen (15) days prior to distribution to Subscribers.
D. All notices identified in this Section shall be by either:
(1) A separate document included with a billing statement or included on the
portion of the monthly bill that is to be retained by the Subscriber; or
(2) A separate electronic notification.
E. Franchisee shall provide reasonable notice to Subscribers and the City of any
pricing changes or additional changes (excluding sales discounts, new products or offers) and,
subject to the forgoing, any changes in Cable Services, including channel line -ups. Such notice
must be given to Subscribers a minimum of thirty (30) days in advance of such changes if within
the control of Franchisee. Franchisee shall provide a copy of the notice to the City including
how and where the notice was given to Subscribers.
F. Upon request by any Subscriber, Franchisee shall make available a parental
control or lockout device to enable a Subscriber to control access to both the audio and video
portions of any or all Channels. Franchisee shall inform its Subscribers of the availability of the
lockout device at the time of their initial subscription and periodically thereafter.
G. Franchisee shall provide information to all Subscribers about each of the
following items at the time of installation of Cable Services, annually to all Subscribers, at any
time upon request, and, subject to Section 10.E., at least thirty (30) days prior to making
significant changes in the information required by this Section if within the control of
Franchisee:
(1) Products and Cable Service offered;
(2) Prices and options for Cable Services and condition of subscription to
Cable Services. Prices shall include those for Cable Service options, equipment rentals, program
guides, installation, downgrades, late fees and other fees charged by Franchisee related to Cable
Service;
(3) Installation and maintenance policies including, when applicable,
information regarding the Subscriber's in -home wiring rights during the period Cable Service is
being provided;
(4) Channel positions of Cable Services offered on the Cable System;
(5) Complaint procedures, including the name, address, and telephone number
of the City, but with a notice advising the Subscriber to initially contact Franchisee about all
complaints and questions;
(6) Procedures for requesting Cable Service credit;
Seattle- 3435598.2 0010932 -00119 41
(7) The availability of a parental control device;
(8) Franchisee practices and procedures for protecting against invasion of
privacy; and
(9) The address and telephone number of Franchisee's office to which
complaints may be reported.
A copy of notices required in this Section 10.G. will be given to the City at least fifteen (15) days
prior to distribution to Subscribers if the reason for notice is due to a change that is within the
control of Franchisee and as soon as possible if not within the control of Franchisee.
H. Notices of changes in rates shall indicate the Cable Service new rates and old
rates, if applicable.
I. Notices of changes of Cable Services and/or Channel locations shall include a
description of the new Cable Service, the specific channel location, and the hours of operation of
the Cable Service if the Cable Service is only offered on a part-time basis. In addition, should
the Channel location, hours of operation, or existence of other Cable Services be affected by the
introduction of a new Cable Service, such information must be included in the notice.
J. Every notice of termination of Cable Service shall include the following
information:
(1) The name and address of the Subscriber whose account is delinquent;
(2) The amount of the delinquency for all services billed;
(3) The date by which payment is required in order to avoid termination of
Cable Service; and
(4) The telephone number for Franchisee where the Subscriber can receive
additional information about their account and discuss the pending termination.
K. Franchisee will comply with privacy rights of Subscribers in accordance with
applicable federal and state law, including 47 U.S.C. §551.
Seattle- 3435598.2 0010932 - 00119 42
EXHIBIT E
PERFORMANCE BOND
Bond No.
SNOW ALL MEN BY THESE PRESENTS: That (name & address) (hereinafter called the
Principal), and (name and address) (hereinafter called the Surety), a corporation duly organized
under the laws of the State of (state), are held and firmly bound unto (name & address)
(hereinafter called the Obligee), in the full and just sum of Dollars
($ ), the payment of which sum, well and truly to be made, the said Principal and
Surety bind themselves, their heirs, administrators, executors, and assigns, jointly and severally,
firmly by these presents.
WHEREAS, the Principal and Obligee have entered into a Franchise Agreement dated
which is hereby referred to and made a part hereof.
WHEREAS, said Principal is required to perform certain obligations under said Agreement.
WHEREAS, the Obligee has agreed to accept this bond as security against default by Principal
of performance of its obligations under said Agreement during the time period this bond is in
effect.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH that if
the Principal shall perform its obligations under said Agreement, then this obligation shall be
void, otherwise to remain in full force and effect, unless otherwise terminated, cancelled or
expired as hereinafter provided.
PROVIDED HOWEVER, that this bond is executed subject to the following express provisions
and conditions:
In the event of default by the Principal, Obligee shall deliver to Surety a written statement of the
details of such default within 30 days after the Obligee shall learn of the same, such notice to be
delivered by certified mail to address of said Surety as stated herein.
This Bond shall be effective ) 20 , and shall remain in full force and effect
thereafter for a period of one year and will automatically extend for additional one year periods
from the expiry date hereof, or any future expiration date, unless the Surety provides to the
Obligee not less than sixty (60) days advance written notice of its intent not to renew this Bond
or unless the Bond is earlier canceled pursuant to the following. This Bond may be canceled at
any time upon sixty (60) days advance written notice from the Surety to the Obligee.
Bond No.
Seattle- 3435598.2 0010932 -00119 43
Neither cancellation, termination nor refusal by Surety to extend this bond, nor inability of
Principal to file a replacement bond or replacement security for its obligations under said
Agreement, shall constitute a loss to the Obligee recoverable under this bond.
No claim, action, suit or proceeding shall be instituted against this bond unless same be brought
or instituted and process served within one year after termination or cancellation of this bond.
No right of action shall accrue on this bond for the use of any person, corporation or entity other
than the Obligee named herein or the heirs, executors, administrators or successors of the
Obligee.
The aggregate liability of the surety is limited to the penal sum stated herein regardless of the
number of years this bond remains in force or the amount or number of claims brought against
this bond.
This bond is and shall be construed to be strictly one of suretyship only. If any conflict or
inconsistency exists between the Surety's obligations as described in this bond and as may be
described in any underlying agreement, permit, document or contract to which this bond is
related, then the terms of this bond shall supersede and prevail in all respects.
This bond shall not bind the Surety unless it is accepted by the Obligee by signing below.
IN WITNESS WHEREOF, the above bounded Principal and Surety have hereunto signed and
sealed this bond effective this day of , 2008.
Principal Surety
, Attorney -in -Fact
Accepted by Obligee:
(Signature & date above - Print Name, Title below)
Seattle- 3435598.2 0010932 -00119 44
Affidavit of Publication
STATE OF WASHINGTON,
COUNTY OF SNOHOMISH } S.S.
The undersigned, being first duly sworn on oath deposes and says that she is Principal Clerk of
SUMMARY OF
THE HERALD, a daily newspaper printed and published in the City of Everett, County of
ORDINANCE NO. 3693
Snohomish, and State of Washington; that said newspaper is a newspaper of general
of the City of .
Edmonds, Washington
circulation in said County and State; that said newspaper has been approved as a legal
On the 291h. day of July,'
2006, the City Council of the
newspaper by order of the Superior Court of Snohomish County and that the notice
City of Edmonds. gassed Or-
[o
vide Summary of Ordinance No. 3693
p a
AN ORDs sIN;follows ANCE , OF, THE
CITY T , GRAN I 'WA- Verizon NW, hic Franchise
SHINGTON GRANTING A
ninnicvanlchro
UNDER, UPON, 'THROUGH
AND BELOW THE PUBLIC'
RIGHTS-OF -WAY OF THE
CITY OF EDMONDS; PRO'-
VIDING FOR
SEVERABILITY AND °ES'
TABLISHING , AN :EFFEC-
TIVE DATE;'
The ofull `text.of this -Ord'
tnance Will be mailed upon
i request:
i DATED this. 30th day of;
F Julyy, 2008.
CITY'CLERK
SANDRA S. CHASE
Published: August 3, 2008
DECEIVED
AUG. 1 1.2008
EDMONDS CITY CLERK
Account Name: City of Edmonds
a printed copy of which is hereunto attached, was published in said newspaper proper and not
in supplement form, in the regular and entire edition of said paper on the following days and
times, namely:
August 03, 2008
and that said newspaper was regularly distributed to its subscribers during all of said period.
V V
Subscribed and sworn to before me this 4th
day of August, 2008
Notary Public in an or th State of
County.
at
Account Number. 10140
;i® v,'f, UBv -o=
0001604568