HomeMy WebLinkAbout2002 Ordinance No. 019..
ORD INANCE NO . jJ_
SERIES OF 2002
BY AUTHORITY
COUNC IL BILL NO. 15
INTRODUCED BY COUNC IL
MEMBER NABHOLZ
AN ORDINANCE APPROVlNG A NONEXCLUSIVE , REVOCABLE CABLE TV
FRANCHI SE AG REEMENT BETWEEN MOUNTAJN STATES VlDEO, INC . [A
SUBSIDIARY OF AT&T BROADBAND] AND THE CITY OF ENGLEWOOD ,
CU LORADO .
WHEREAS , the City Co uncil of the City of Englewood passed Ordinance No. 4,
Series of 1980 which authorized a Ca bl e Te levision Pe rmit with Mountain States
Video ('!'C l) for operatio:i of a ca ble television system in the City of Englewood : a nd
WHEREAS , City Co uncil passed Ordina nce No . 38, Series of 1992 whic h authori1.ed
an Intergovernme nta l Agreement with the Greate r Metro Cab le ConsorLom to deve lop
a model fran chi se; and
WHE REAS , City Council pa ssed Ordinance No . 68 , Se ries of 1994 which adopted
Customer Sorvice Standards for Ca bl e Operators; a nd
WHEREAS , City Co un cil passed Ordinance No. 2G, Seri es of 1995 which authorized
un ~x tension of the cur rent Cable Te levision System Permit on a mo nth -to-month
ba s is; and
WHEREAS, City Cou ncil pa ssed a Resolution in 1999 which approved the transfer
of co ntrol of the City's Cable Television Syste m Franr.hise holder from TC! to AT&T
Corporatio n; and
WHEREAS, negotiations with TC ! and sub sequently with AT&T have taken pl ace
on and off for several yeartJ; and
WHEREAS, the pr oposed fr r-chise agreement is based, in part on the Greater
~1ctro Telecomm unication Co nso r t..-..i's (GMTC) Model Franchise Agreement and in
part up on other recent agreeme nts A', ... &T he s negotiated with local municipalities;
a n d
WHEREAS , th e City of Englewood has determined tnat passage of this proposed
Ordinance adopting this franchise would se rve the public interest, providing residents
the ab ility to obtain cable tele vi sion se rvice and ensu.re that said cab le service is ot'
s uffi cie nt quality:
NOW , THEREFORE, BE IT ORDAJNED BY THE CITY COUNCIL OF THE CITY OF
E NG LEWOOD , CO LORADO , AS FO LLOWS :
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~-Mou ntain States Video , In c. I• s ubs idiary of AT&T Broadband] nnd The
Ci ty Of En glewood. Co lora do -Cable Franchise Agreement conce rning the ca bl e
t.e levisio n system in the City of En glewood , attached hereto •s "Exhibit A" is hereby
nrce pted and approved by the Englewood City Council.
Sl:i:liim.Z . The Mayor a nd the City Clerk ore here by authorized to sign and attest
sa id Cable Franchi se Agreement on Lehalf of the City of Engl ewood .
Introduced , read in full, a nd passed on first reading on the 15th day of April , 2002.
Published as a Bill for a n Ordinance on th e 19th day of April, 2002 .
Read by title and paeee d on final reading on the 6th day of Ma y, 2002 .
P ubli shed by title•• Ordin ance No. !!l . Serice nf 2002 , on the 10th day of Moy,
2002 .
I, Loucriehia A. Ellis. City Clerk of the City of Englewood , Colorado, hereby ce rtify
that th e above and for egoing is a true COPf ,,9 f the Ordinance p sed on final rea ding
a nd published by title as Ordinance No . LL Series of 002
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AT&T BROADBAND MOUNTAIN STATES VIDEO, LLC AND
THE CITY OF ENGLEWOOD, COLORADO
CABLE FRAl'ICHISE AGREEMENT
TABLE OF CONTENTS
SECTIO N I. DEFINITION:, AND EXHIBITS .................................................................................. 1
(Al DEFINITIONS .............................................................................................................. I
(Bl EXHIBITS ................................................................................................................... 6
SECTION 2. GRANT OF FRANCHISE ............................................................................................. 6
2.1 Grant. ............................................................................................................................. 6
2.2 Use ofRights-of-Way ................................................................................................... 8
2.3 Effective Date and Tenn of Franchise ......................................................................... 8
2.4 Franchise Nonexclusive ................................................................................................ 9
2.5 Police Powers ................................................................................................................ 9
2.6 Grant of Other Franchises ............................................................................................. 9
2. 7 Familiarity with Franchise ............................................................................................ 9
2.8 Effect of Acceptance ................................................................................................... I 0
SECTION 3. FRANCHISE FEE PAYMENT AND FINANCIAL CONTROLS ............................ 10
3.1 Franchi se Fee .............................................................................................................. 10
3.2 Payments ..................................................................................................................... 10
3.3 Acceptance of Payment and Recom!)Utation. ............................................................. 11
3.4 Quaner,y Franchise Fee Reports ................................................................................ 11
3.5 Annual Franchise Fee Reports .................................................................................... 11
3.6 Audits ........................................................................................................................ 11
3. 7 Late Payments ............................................................................................................ 11
3.8 Underpayments .......................................................................................................... 12
3.9 Alternati ve Compensatio,, .......................................................................................... 12
3.10 Ma.ximum Legal Compensation ................................................................................. 12
3.11 Additional Commitments Not Franchise Fee Paymcnts ............................................ 12
3.12 Tax Liability ................................................................................................................ 12
3.13 Financial Records ....................................................................................................... 13
3.14 °ayment on Termination ............................................................................................ 13
SECTION 4. ADMINISTRATION AND REGULATION .............................................................. 13
4.1 Authority ..................................................................................................................... 13
4.2 Rates and Chargcs ....................................................................................................... 13
4.3 Rate Discrimination ................................................................................................... 13
4.4 Filing of Rates and Chargcs ........................................................................................ 14
4.5 Cross Subsidization .................................................................................................... 14
4.6 Reserved Authority ..................................................................................................... 14
4.7 Time Limits Strictly Construed ................................................................................. 14
ENGLEW001'1AT&T
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4.8 Regulations Promulgated by Council.. ....................................................................... 15
4.9 Franchise Amendment Procedure .............................................................................. 15
4.10 Performance Evaluations ............................................................................................ 15
4.11 Late Fees ..................................................................................................................... 16
4.12 Force Majeure ............................................................................................................. 16
SECTION 5. FINANCIAL AND INSURANCE REQUJREMENTS .............................................. 17
5.1 lndemnification ........................................................................................................... 17
5.2 Insurance ..................................................................................................................... 18
5.3 Deductibles / Certificate of Insurance ........................................................................ 18
5.4 Lener of Credit ........................................................................................................... 19
5.5 Construction Bond ...................................................................................................... 20
SECTION 6. CUSTOME R SERVICE .............................................................................................. 20
6.1 Customer Service Standards ....................................................................................... 20
6.2 Subscriber Privacy ...................................................................................................... 21
6.3 Subscriber Contracts ................................................................................................... 21
6.4 Advance Notice to City .............................................................................................. 21
SECTION 7. REPORTS AND RECORDS ....................................................................................... l
7.1 Open Records .............................................................................................................. 21
7.2 Confidentiality ............................................................................................................ 22
7.3 Records Required ........................................................................................................ 22
7.4 Annual Reports ........................................................................................................... 23
7.5 Copies ofFederal and State Reports .......................................................................... 23
7.6 Complaint File and Report s ........................................................................................ 23
7.7 Failure to Report ......................................................................................................... 24
7.8 False Statements ......................................................................................................... 24
SECTION 8. PROGRAMMING ....................................................................................................... 24
8.1 Broad Programmin g Categories ................................................................................. 24
8.2 Deletion or Reduction of Broad Programming Categories ........................................ 25
8.3 Ascertainment of Programming and Customer Satisfaction ..................................... 25
8.4 Obscenity .................................................................................................................... 25
8.5 Parental Control Device .............................................................................................. 25
8.6 Continuity of Service Mandatory ............................................................................... 26
8. 7 Services for th~ Disabled ............................................................................................ 26
SECTION 9.
9.1
9.2
9.3
9.4
9.5
9.6
ACCESS ...................................................................................................................... 26
Initial Capital Contribution ......................................................................................... 26
Replacement Capi tal Contribution ............................................................................. 26
Management and Control of Access <:hannels .......................................................... 27
Initial Access Channel ................................................................................................ 27
Additional Access Channels ....................................................................................... 27
Underutilized Acc ess Channels .................................................................................. 28
ENGLEWOOD /AT&T
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9.7 Access Channel s on Basic Servi ce ............................................................................. 29
9.8 Access Channel Assignrnents ..................................................................................... 29
9.9 Re location of Access Channe ls .................................................................................. 29
9.10 Access lnterconn ection ............................................................................................... 29
9.11 Technical Qua lity ........................................................................................................ 30
9.12 Return Lines ................................................................................................................ 30
9.13 Change in Technology ................................................................................................ 30
9.14 lnfonnation about Access Programming to Subscribe rs ........................................... 30
SECTION JO . INST ITUT IONAL NETWORK ............................................................................... 30
IO. I Private Network .......................................................................................................... 30
I 0.2 Quali fied I-Net Users .................................................................................................. 31
10.3 I-Net Use ..................................................................................................................... 31
10.4 I-Net Componen ts ...................................................................................................... 32
10.5 Detennin ation of I-Net Casis ..................................................................................... 33
I 0.6 Init ia l I-Net Construction ........................................................................................... 34
I 0. 7 Fut ure I-Net Constructioa or Upgrades ...................................................................... 36
10.8 Warranties/Acceptance ............................................................................................... 36
10.9 Payment.. ..................................................................................................................... 36
10.10 I-Net Service and Perfonnance Standards ................................................................. 37
SECTION 11 . GENERAL RIGHT-OF-WAY USE AND CONSTRU CTION ............................... 39
11.1 Right to Construct.. ..................................................................................................... 39
11 .2 Right-o f-Way Meeti ngs .............................................................................................. 39
11.3 Joint Trench ing/Bori ng Meetings ............................................................................... 39
11.4 General Standard ........................................................................................................ 39
11.5 Penni t Requi red for Construction .............................................................................. 40
11 .6 Eme rgency Pennits .................................................................................................... .40
11.7 Compliance with Applicable Codes .......................................................................... .40
11.8 GIS Mapping ............................................................................................................. 40
11 .9 Mi ni mal Interference .................................................................................................. 41
I I .IO Prevent Injury/Safety .................................................................................................. 41
11.11 Hazardous Substances ................................................................................................ 41
11.12 Locates ........................................................................................................................ 41
11 .13 Notice to Private Property Owners ............................................................................. 42
11.14 Underground Co nstruc tion and Use of Poles ............................................................ .42
11 .15 Undergrounding of Multiple Dwelling Unit Drops .................................................. .43
11.16 Buria l Standards .......................................................................................................... 43
11 .17 Electrical Bondi ng ...................................................................................................... 44
11 .18 Prewiring ..................................................................................................................... 44
11 .19 Repair and Restoration of Property ............................................................................ 44 • 11 .20 Use of Conduits by the City ....................................................................................... 44
11.2 1 Common Users .......................................................................................................... .45
11.22 Acquisition of Facilities ............................................................................................ .46
11 .23 Discon ti nui ng Use/ Abandonment of Cable System Facilities .................................. .46
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ENGLEWOOD/AT&T
11 .2 4 Movem ent of Cable System Fac iliti es for Cit y Purposes .......................................... 47
11 .2 5 Movement of Cable System Faci liti es for Other Franchise Holders ......................... 47
11 .26 Temporary Changes for Other Permitees .................................................................. .47
11.27 Reservation of City Use of Righ !-of-Way .................................................................. 48
Ii .28 Tree Trimrnin g ........................................................................................................... .48
11 .2 9 Inspection of Construction and Facilities .................................................................. .48
11.30 Stop Work .................................................................................................................. 48
11 .3 1 Work of Co ntractors and Sub co ntractors ................................................................... 49
SECTION 12. CABLE SYSTEM CONFIGURATION , TECHNICAL STANDARDS AND
TESTING ............................................................................................................................................. 49
12.1 Sub sc rib er Network ................................................................................................... 49
12.2 St ate of th e Art ............................................................................................................ 50
12.3 Standb y Power ............................................................................................................ 50
12.4 Emergency Al ert Capability ....................................................................................... 51
12 .5 Technical Performance ............................................................................................... 51
12 .6 Cable Sys tem Performance Testing .......................................................................... 51
12 .7 Addition al Tests .......................................................................................................... 52
SECTION 13. SERVI CE AVAILABILITY , INTERCO NNE CTION AND SERVICE TO
SCHOOLS AND PUBLIC BUILDINGS ........................................................................................... 53
13.1 Univers al Servi c~ ........................................................................................................ 53
13.2 Service Availability .................................................................................................... 53
13 .3 Interconnection with Other Cabl e Sys tems ................................................................ 54
13.4 Connection of Publi c Facilities .................................................................................. 55
13.5 Cable Internet Service to School s and Libraries ........................................................ 55
SECTION I'
14.1
14.2
14.3
14 .4
14.5
14.6
14.7
14.8
14.9
14.10
"RAN CHISE VIOLATIONS .................................................................................... 55
ocedure for Remedying Franchise Violations ........................................................ 55
evocation .................................................................................................................. 56
Procedures in the Event of Termination or Revocation ............................................. 57
Purchase of Cab le System .......................................................................................... 58
Receivership and Foreclosure ..................................................................................... 59
No Mon etary Recourse Against the City ................................................................... 59
Alternative Remedies ................................................................................................. 60
As sess ment of Monetary Damages ............................................................................ 60
Effective of Abandonment ......................................................................................... 60
What Co nstitutes Abandonment ................................................................................ 60
SEC TIO N 15. FRAN CHISE RENEW AL AND TRANSFER ......................................................... 61
15.l Ren ewal ....................................................................................................................... 61
15 .2 Tran sfe r of Ownership or Control .............................................................................. 61
SE CTIO N 16. SEVERABILITY .................. . .. ................................................................. 63
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ENG LEWOOD /AT&T
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SECTION 17 . MlSCELLANEOUSPROVISIONS .......................................................................... 63
17. l Preferential or Di scriminatory Practices Prohibited .................................................. 63
17 .2 Noti ces ........................................................................................................................ 63
17 .3 Descri pti ve Headings .................................................................................................. 64
17.4 Publication Costs to be Borne by Grantee ................................................................. 64
17.5 Binding Effec t ............................................................................................................. 64
17 .6 No Joint Venture ......................................................................................................... 64
17.7 Wai ver ......................................................................................................................... 64
17.8 Reasonab leness of Consent or Approval .................................................................... 64
17.9 Entire Agreement.. ...................................................................................................... 64
17 .10 Jurisdiction .................................................................................................................. 65
EXHIBIT A: Memb ers of the Greater Metro Tel ecommunication s Con sortium
EXHIBIT B: Customer Service Standards
ENGLEWOO D/AT&T
AT&T BROADBAND MOUNTAIN STATES VIDEO, LLC AND
THE CITY OF ENGLEWOOD, COLORADO
CABLE FRANCHISE AGREEMENT
SECTION I. DEFINITIONS AND EXHIBITS
(A) DEFINlTIONS
For the purposes of this Franchise, the following tenns, phrases, word s and their derivations
shall have the meaning given herein . When not inconsistent with the context, words used in the
present tense include the future , words in the plural include the singular, and words in the singular
include the plural. Words not defined shall be given their common and ordinary meaning. TI1e
word "shall" is always mandatory and not merely directory.
I.I "Access" means the availability for noncommercial use by various agencies, institutions ,
. organizations , groups and individuals in the community, including the City and its designees, of the
Cable System to acquire, create , rece ive, and distribute video Cable Services and other services and
signals as pennitted under applicable law including , but not limited to :
a. "Public Access" means Access where community-based , noncommercial organizations,
groups or individual members of the general public , on a nondiscriminatory basis, are the
primary users .
b. ..Educational Access " means Access where schools are the primacy users having
editorial control over programming and services . For purposes of this definition, "school"
means any State-accredited educational institution, public or private, including, for
example, primary and secondary schools , colleges and universities .
c. "Goveroroeor A.ccess" means Access where governmental institutions or their designees
are the primary users having editorial control over prcgramming and services .
1.2 "Access Cbaaael" means any Channel , or portion thereof, designated for Access pUIJloSes
or otherwise made available to facilitate or transmit Access programming or services.
1.3 "Acti.valed" means the status of any capacity or part of the Cable System in which any
Cable Service requiring the use of that capacity or part is available without further installation of
system equipment, whether hardware or software .
1.4 "Affi!iale," when used in connection with Grantee, means any Person who owns or
control s, is owned or controlled by, or is under common ownership or control with , Grantee.
1.5 "Bad..Ilebl'' means amounts lawfully billed to a Subscriber and owed by the Subscriber for
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Cable Service and accrued as revenues on the books of Grantee , but not collected after reasonable •
efforts have been made by Grantee to collect the charges .
ENGLEWOOD IH&T
1.6 "Basic Service" means any Cable Service Tier which includes, at a minimum, the
retransmission of loca l television Broadcast Signa ls and local Access programming.
I. 7 "Broadcast Signal" mean s a televi sion or radio signa l transmitt ed ove r the air to a wide
geogra phi c audience , and received by a Ca bl e System by antenna, microwave , satellite dishes or
any other means .
1.8 "Cah.lc.A.cJ." means the Title VI of the Communications Act of 1934, as an1ended.
1.9 "Cab le Jotcmet Service" means an y Cable Servic e offered by Grantee whereby Persons
receive access to the Internet through the Cable Sys tem .
I.I O "Cab le Operator" means any Person or groups of Persons , including Grantee, who
pro vid e(s) Ca ble Service over a Cable System and directly or through one or more affi li ates owns a
significant interest in such Cable System or who othetwise contro l(s) or is (are) responsible for,
tltrou gh any arrangemen t, the management and operation of such a Cab le Sys tem .
1.11 "Ca ble Service" means the one -way transmission lo Subscribers of video programming or
other pro gramming se rvice , and Sub sc riber interaction , if an y, which is required for the se lection or
use of such video programmin g or other prograniming service. To the extent consistent with
applicab le law, Cab!~ Service shall include Cab le Internet Service and othe r interact;ve services
such as , but not limi ted to , game Channe ls, information services and enhanced services made
available to Sub scribers by the Grantee .
1.1 2 "Cable S){Stem" means any faci li ty including Grantee's , co nsistin g of a se t of closed
transmi ssio ns paths and associated signa l generation , recep tion, and control equipment that is
designed to provid e Cable Service which in cludes video programming and which is prnvided to
multipl e Subscribers within a community, but such term doe s not inc lude (A) a facility that serves
only to retransmit the television signals of one or more television broad cast stations; (B) a facility
th at se rves Subscrib ers wi thou t usi ng any Right-of-Way; (C) a fac ili ty of a common canier which is
subjec t, in whol e or in part , to the pro visions of Title lJ of th e federal Commu nicati ons Act (47
U.S.C. 20 1 et seq .), except tl1at such facility sha ll be co nsidered a Cable System (other than for
purposes of Section 62 l(c) (47 U.S.C . 54 l(c)) to the extent such facility is used in the transmission
of video programming directiy to Subsci ibers , unless th e extent of such use is so lely to provide
interactive on-demand services ; (D) an open video system that co mpli es with federa l statutes; or (E)
any facili ti es of any elec tric utility used so lel y for operatin g its electric utility sys tems.
1.13 "Channel" means a portion of the elec tron :agnetic frequen cy spec trum whic h is used in th e
Cable System and w;1ich is capable of delivering a tel evis ion channel (as television channel is
defined by th e FCC by regulation).
1.14 "CiJ.y " is the City of Englewood , Co lorado, a body politic and co rp orate under the law s of
the State of Co lorado.
• 1.15 "C ity Crnmcil" means th e Eng lewood Ci ty Co uncil, or its successo r, the gove rning bod y of
the City of Englewood , Colorado .
ENGLE IV('QD/AT&T
1.16 "Commercial S11bsccibers " means an y S 'Jbscribers other than Resid ential Subscribers .
1.17 "Demarcatioo Poiur " means the patch pan el, termin ati on block or other termination device
provided by the Grantee , located within each I-Ne t site, which represents the interface betwee n the
I-Net and the Qualified I-Net User's local network or end user electronic s. In all cases the
Demarcation Point will be clearly marked as such by Grantee, and will provide an identifiable
interface for the end user electronics.
1.18 "Designated Access Provider" means the entity or entities designated now or in the future
by the City to manage or co-manage Access Channels and facilities . The City may be a Designated
Access Provider .
1.19 "Dmvnsrream" means carrying a tran smi ssio n from th e Headend to remote points on the
Cable System or to Interconnection points on the Cable System.
1.20 "Illi:clling ... l.lni.t" means any building, or portion thereof, that has independent living
facilities, including provisi ons for cooking, sanitation and sleeping, and that is designed for
residential occupancy. Build ings with more than one set of facilities for cooking shall be considered
Multiple Dwellin g Units unless the additional facilities are clearly accessory.
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1.2 1 "Fxpaoded Basic Service" means the Tier of optional video programmin g services, which is
the level of Cable Servic e received by most Subscribers above Basic Service, and does not include
Premium Services . •
1.22 "ECC" means the Federal Communications Co mmission .
1.23 "Eiber.Dptic" means a transmission medium of optical fiber cable, along with all associated
electronics and equipmen~ capable of carrying Cable Service or Institutional N~twork service by
means of electric lightwave impulses.
1.24 ".Eraru:hise" means the docwnent in which this definition appears, i.e., the contractual
agreement , executed between tl1e City and Grantee, containir,g the specific provisions of the
authorization granted , including references, specifications, requirements and other related matters .
1.25 "Eraocbise Area" mean s the area within the jurisdi,·tional boundaries of the City, including
any areas annexed by the City during the term of this Franchise.
1.26 "Eraocbise Fee" means that fee payable to the City described in subsection 3.1 (A).
1.27 "GAAl" means generally accepted accounting principles .
1.28 "Gran!t:e" means AT&T Broadband Mountain States Video , LLC, or its lawful successor,
transferee or assignee.
l.29 "Greater Metta Telecommunications Consortium " or ··GMI_C" means a Colorado agency, •
fom1ed by intergovernmental agreement between franchising authorities in the greater Denver
ENGLEWOOD/AT&T
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metropolitan area t,i comnmni cate with regard to fra nchi si ng matters co llecti ve ly and cooperatively.
The offic ial list of Me mb ers of th e GMTC is con tained in Exhibit A, which Exhibit the City may
update fro m tim e to tim e at its sole discretion as add it io nal franchising authoriti es join , or separate
from, the GMTC .
1.30 "Gross Revrrnies" mean s an y and all reve nue received by the Grantee, or by any other entity
that is a Cab le Operato r of th e Ca bl e Syst em includ in g Gran te e's Affiliates , fro m the ope ration of
th e Grant ee's Cab le Syste m to prov ide Cab le Serv ic es . Gross Reven ues includ e, by way of
illu stration and not limitati on, monthl y fees charged Subscribers fo r Bas ic Service ; any expanded
Tiers of Cail le Service; opt ional Premium Servic es; in stallati on, disconnection, reconnection and
change-in-service fees ; Leased Access Channel fees ; remote co ntrol rental fees; all Ca ble Service
lease payme nt s from th e Ca bl e System ; late fee s and ad ministrat ive fees; fees , payments or other
consideration rece ived by the Gr:in tee from programmers for carriage of programming on the Cable
System and acco unted for as re ve nue under GAAP ; revenues from rentals or sales of converters or
ot her Cab le Sys tem eq uipment ; adverti sin g re ve nu es ; the fai r mark et value of consideration
received by the Grantee fN use of the Cable System to pro vide Ca bl e Service and qccounted for as
revenue under GAAP; revenues from program guid es; re ve nu e from data transmissions to the
exte nt these transmissions are co nside red Cab le Services under federal law ; ad ditional outlet fees;
revenu e from Cab le Internet Serv ic e to th e ex tent this serv ice is co nsidered a Ca bl e Service und er
federal law ; Franc hi se Fees; reve nue from interactive services to the extent the y are considered
Cab le Serv ices n~der federal law; revenu e fro m th e sa le or carriage of other Ca bl e Serv ices; and
reve nue from hom e shoppin g, bank -at-home Channel s and other re venue -sharing arrangements .
Gross Revenues shall includ e re venue rec eived by any entity other than th e Grantee where
necessary to prevent evas ion or avoi dan ce of th e obli ga tion under thi s Fran chi se to pay th e
Franchise Fees . Gross Revenues shall not includ e (i) to th e ex tent consistent with GAAP, Bad Debt;
pr~"ided , however, that all or part of any suc h Bad Debt th at is writt en off but subsequ entl y
co'.h,c ted sha ll be included in Gross Revenues in the period co llected ; (ii ) the Capita l Co ntributions
specified in subsec tion s 9.1 and 9.2; or (iii) any taxes on services fu rni shed by the Grantee which
are impo sed directly on any Subscriber or us er by the State, City or other gove rnm ent al unit and
which are co ll ec ted by th e Grantee on behalf of said gove rnment al unit. The Franchise Fee is not
suc h a tax .
11,e parties intend for the definition of Gross Re venues to be as inclusive as possible
co nsi stent with ex ist in g ap pli ca ble law . If there is a change in federnl law subsequent to the
Effective Date of thi s Franchise , such chan ge shall not impact this Gross Re venues definition
unl ess the change specifically pree mpt s th e affec ted portion o f the defimtion above .
1.3 1 "l:ll:.ldl:nd" means any faci lity for signa l reception and di ssemin ati on on a Ca bl e Sys tem ,
in cludin g cab les, ant enn as , wires, satellit e di shes , monitors, switchers, mod ul ators, processors for
Broadcast Signals, eq uipm ent for the Interco nnec tion of th e Cab le <;ystem with adjacent Ca bl e
Systems and Interco nn ectio n of any networks whi ch are part of 1ha Cab le Sys tem , and all other
rel ated equipment and facilities.
• 1.32 "Hub" means an intermediary exchan ge point in the signa l distribut io n portion of the Cable
Sys tem. located between the Headend and th e Nodes .
ENG LEWOOD /AT&T
1.33 "!astiwriaa ·1l Network" or ".l:N.er." means that part of the Cab le Sys tem facilities or capacity
designed principally fo r use by Qualified I-Net Users (as that term is defined in subsection 10.2);
provided , however, nothing in th is definition prevents the Institution al Network from being used to
send communications to or receive communications fro m SubscJibers or the general public , by
remote terminals or otherwise including, by way of example and not limi tation, through
connections between the Institutional Network and the Subscriber Ne tworl·.
1.34 "!atea:oaarct" or "Jntea:anaectian " means the linking of the Cable System or I-Net with
anothe r cab le system , communications system or I-Net, including technical, engineering, physical,
financial and other necessary co mponents to accomplish , complete and adequately maintain such
linking, in a manner that p~rmits the transmission and receiving of electronic or optical signa ls
between Jhe Cab le System and other cable system, communications system or I-Net; or the
necessary components to acco mplish. comple te and adequately maintain pathways that permit th e
tran smi ssio n and receiving of electronic or optical signa ls between locations connected to portions
')f the Cab le System ou tside the Franchise Area and those portions of the Cable System inside the
Franchise Area.
1.35 "I eased Access Cbauael " means any Channel or portion of a Channel commercially
available for video programming by Persons other than Grantee, for a fee or charge .
1.36 "Manager" means the Ci ty Manager of the Ci ty.
1.3 7 ''Node" mean s an exc hange point in the signal distribution system portion of the Cable
System , where op tic al signals are converted to RF signa ls.
1.38 ·'.eei:san" mean s any mdi-·idual , sole propri etorship , partnership, association, or corporation ,
or any other form of entity or organization.
1.39 "eremium Seryire" means programming choices (such as movie Channels, pay-per-view
programs , or video on demand) offe red to Subscribers on a per-Channel, per-program or per-event
basis .
I .40 "BesideDJial Subscriber" means any Person who receives Cable Service delivered to
Dwelling 'J nits or Multiple Dwelling Units, excluding such Mu ltiple Dwelling Units billed on a
bulk-billing basis.
1.41 "Rigb~" means each of the following which have been dedicated to the public or are
hereafter dedicated to the pub lic and maintained under public autho rity or by others and located
with in the Cit y: streets , roadways, highways , ave nues, lanes, all eys, bridges, sidewalks, easements,
righ ts-of-way and simi lar public property and areas.
1.42 "Sia!e" means the Slate of Co lorado .
1.43 "Subscci.bec" means any Per.;oJJ who or which elects to sub ,c-i be to, for any purpose, Cab le
Service provided by Grantee by means of or in connectio n with the Cable ~ystem and v,.iose •
premises are ph ysica lly wired and lawfu ll y Activated to receive Cable Serv ic e from Grantee's Cable
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System .
1.44 "Subsccibcc Network" means that portion of the Cable System used primari ly by Grantee in
e transmis ~i on of Cable Services to Residential Subscrib rs .
1.45 "Ielercroro1micaticos" means the transmission, between or among points specified by the
user, of infonnation of th e user's choosing, wiJhout change in the fonn or content of the information
as sent and received (as provided in 47 U.S.C. Sectio·1 153(43)).
1.46 "Telecommnnications Sendce " means ~e offering of Telecommunications for a fee directly
to the public, or to such classes of use r.; ;15 to be effectively available directly to the public,
regardless of the facilities used (as provided in 47 U.S .C. Section 153(46)).
1.47 ''Iicr" means a group of Channels for which a single periodic subscription fee is charged .
1.48 •~" means that the Cable System is capable of providing both Upstream and
Downstream trnnsmissions .
1.49 "l.lpgmdc" means improvements to the Cable System , as specifically d•••il <. ,n subsection
11. l of this Franchise.
1.50 "l.lpstrcam" means canying a transmission to the Headend from remote points on the Cable
System or from Interconnection points on the Cable System .
(B) EXHIBITS
The following documents, which are occasionally referred to in this Franchise , are formally
incorporated and made a part of this Franchise by this reference:
I) Exl,ibit A, entitled Members of the Greater Metro Telecommunications
Consortium .
2) E.~hibit B, entitled Ct.stomer Service Standards.
SECTION 2. GRANT OF FRANCmSE
2.1 Grant
(A) The City hereby grants to Grantee a nonexclusive authorization to make reasonable
and lawful use of the Rights-of-Way within the City to construct, operate, maintain , reconstruct,
rebuild and Upgrade a Cable System for the purpose of providing Cable Service subject to the
tenns and conditions set forth in this Franchise and in any prior utility or use agreements entered
into with regard to any in<iividual property. This f :anchise shall constitute both a right and an
obligation to provide thr Cable Serdces reqmred by, and to fulfill the obligations set forth in, the
provisions of this Franchis,·.
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(B) Nothing in this Franchise shall be deemed to waive the lawfill requirements of any •
gen~rally applicable City ordinance existin g as of the EITectiv e Date , as defined in subsection 2.3
(A).
(C) Each and every term , provision or co ndition herein is su bject to the provisions of
Stale law , federal law , the Charter of the City, and the ordinances and regulations enacted pL•IS uan t
thereto. The Charter and Municipal Code of th e City, as the same may be amended from time to
time, are hereb y expressly incorporated into thi s Franchise as if fully set out herein by this
reference. Notwithstanding the fo regoing, the City may not unilatera lly alter the material rights and
obligations of Grantee under this Franchi se .
(D) This Franchise shall not be interpreted 10 prevent the Ci ty from imposing additional
lawful conditions, including additional compen sa tion conditi ons for use of the Ri ghts-of-Way,
should Grantee pro vide service other than Cable Service .
(E) Grantee promises and guarantees , as a co ndit ion of exercising th e privileges granted
by this Franchise , that any Affiliate of the Grantee directly involved in the offering of Cab le Service
in the Franchise Area, or directly involved in the management or operation of the Cable System in
the Franchise Area, will also comp ly with the term s and conditions of this Franchise.
(F) No rights shall pass to Grantee by implication . Without limiting the foregoing, by
way of example and not limitation, this Franchise shall not include or l ac substitute for:
(I) Any other permit or authorization required for the privilege of transacting
and carrying on a business within the City that may be required by the ordinances and laws
of the City;
(2) Any permit , agreement, or authorization required by the City for R.ight-of-
Way users in connection with operations on or in Rights-of-Way or public property
including, by way of example and not limitation , street cut permits ; or
(3) Any permits or agreements for occupying any othe r property of the City or
private entities to wh ic h access is not spec ifi cally granted by this Franchise including,
without limitation, permits and agreements for placing devices on poles, in conduits or in or
on other structures.
(G) This Frnnchise is inte,1ded to convey limited rights and interests only as to those
Rights-of-Way in which the City has an actual interest. ll is not a warranty of title or interest in any
Right-of-Way; it does not provide the Grantee with :my interest in any particular location within the
Right-of-Way; and it doe s not confer rights other than as expressly provided in the gran t hereof.
(H) This Franchise does not authorize Grantee to provide Te lecommunications Service,
or to co nstruct , opernte or maintain Telecommunications facilities. This Franchise is not a bar to
imposition of any lawful conditions on Grantee with respect to Telecommunications, whether
simi lar, different or the same as the condition s spec ified herei n. This Franchise does not relieve
Grantee of any obligation it may have to obtain from the City an authorization to provide
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Teleco mmunications Services, or to construct, operate or maint ain Te lecom mun ications facilities ,
or relie ve Grantee of its obligation to comp ly with any suc h authorizations that may be lawfully
require u.
2.2 Use ofRJghts-of-Way
(A) Subject to the City's supervision and con trol , Grantee may erect , install , construct,
repair, replace, recons truct, and retain in , on, over , und er, upon , across , and along the Rights-of-
Way within th e City such wires , cab les, cond uctors , ducts , cond uit s, vaults , manholes , amp lifi ers ,
pedestals, attac hments and other property and equipmen t as are necessary and appurte nant to th e
operation of a Cab le System within the City. Grantee, through this Franchise , is granted extensive
and valuab le righ,s to opera te its Cable System for profit using tl1e City's Rights-of-Way in
compliance wi th all n:,rHca ble City construction codes and proc edures. As trustee for the public ,
the City is entitled to fair compensation to be paid fo r these valuable rights throughout the term of
th e Franchise .
(B) Grantee must follow City-esta bli shed requirements for placement of Cable System
facilities in Rights-o f-Way, including the specific location of facilities in the Rights-of-Way, and
must in any eve nt install Cab le System facilities in a manner that minimizes interference with the
use of the Rights-of-Way by others , including others th at may be installing communications
facilities. Within limits reasonably re lated to the City's role in prot~cting public health, sa fety and
welfare , the City may require th at Cab le System faci liti es be ins talled at a particular time , at a
specific place or in a particular manner as a ~ondi tion of access to a particular Ri 0 t-of-Way; may
deny access if Grantee is not wi llin g to comply with City's requirem ents ; an .i ay remove, or
require removal of, any facility that is not installed in compliance with the requirements established
by the City, or which is in stalled without prior City approva l of the time , place or manner of
installation , and charge Grantee fo r all the costs associated with remo va l; and may require Grantee
to cooperate with others to minimi ze adverse impacts on the Rights-of-Way through joint trenching
and other arrangements .
2.3 Effective Date and Term of Franchis e
(A) This Franchise and the rights, privileges and authority granted hereunder shall talce
effect on -----~ 2002 (the "Effective Date"), and shall terminate on _____ _,
2012 , unless temtinated sooner as hereinafter pro vided . ff the Cab le System is Upgraded pursuant
to subsection 12.1 within three (3) yearn of the Effective Date, 3!ld if Grantee provides the City with
its own Downstream Government Access Channel pursuant to Section 9.4 within two (2) years of
th e Effec tive date the tem1 of thi s Franchise shall be exte nded by five (5) years , until
W i 7. ff the Cable System is Upgraded pursuant to subsec ti on 12.1 within four
(4) years of the l:I ective Date , and if Grantee provides th e City with its own Downstream
Government Ace e,, Channel pursua:Jt to Section 9.4 within three (3) years of the Effective Date the
term of this Franc hise sha ll be extend ed Ly two (2) years , until ----~ 20 I 4.
(B) The grar,; of th is Franchise shall have no effect on the Grantee's duty under the prior
franchise agreement or any ordinance in effect prior to the Eifective Date of this Franchise to
indemnify or insure the Cit y against acts and omissions occ urrin g durin g the period that the prior
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franchise agreement was in effect.
2.4 Franchise Nonexclusive
This Franchise shall be nonexclusive , and subject to all prior rights, interests, easements or
licenses gran ted by the City to any Person to use any property, Right -of-Way, right , interest or
li cense for any purpose whatsoever, including the right of the City to use same for any purpose it
deems fit, includi ng the same or similar purposes allowed Gran tee hereunder . The City may at any
time grant authorization to use the Ri ghts -of-Way for any purp ose not incompanble wi th Grantee's
au thority under this Franchise and for such additional franchises for Cab le Systems as th e City
deems appropriate .
2.5 Poli ce Powers
(A) Gran tee's rights hereunder are subject to the police power, of the City to adopt and
enforce ordinances necessary to the safety, health , and welfare of the public, and Grantee agrees to
comp ly with all law s and ordinances of general applicability enac ted, or hereafter enacted, by the
City or any other legal ly constituted governmental unit having lawfu l j uri sdiction over the subject
matter hereof. The City shall have the right to adopt , from time to tim e. such ordinances as may be
deemed necessary in the exercise of its police power; provided that such ordinances shall be
reasonab le and not destructive of the rights !,'11lllted in this Franchise.
(B) The City reserves the right to exe rcise its police power,, notwithstanding anything in •
this Franchise to the contrary, and any conflict betwee n the provi sions of this Franchise and any
ot her present or future lawfu l exercise of th e City's police power, shall be resolved in favor of the
latter.
2.6 Grant of Other Franchises
In the eve nt the City enter, into a franc hi se, permit , license , authorizatio n or other
agreement of any kind with any other Pen;on or entity other than the Grantee to enter into the City '~
Rights-of-Way for the purpose of constructing or operating a Cable Sys tem or providing Cab le
Service to any pan of the Franchise Arca, in which th e Grantee is actually providing Cab le Service
under the terms and conditions of this Franchise or is req uired to extend Cable Service to under the
provisions of this Franchise. the material provisions thereof shall be reasonably comparab le to those
contained herein , in order that one operator not be granted an unfair compet iti ve advantage over
annther, and to provide all parties equa l protection under the law.
2.7 Familiarity with Franchise
The Gran tee acknow ledges and warrnnts by accep tance of the rights, privileges and
agreement s granted herein, that it has carefull y read and fully compre hends the terms and
conditions of this Franchise and is wi llin g to and does accept all lawful and reasonable risks of the
meaning of the provisions, tem1s and conditions herein . The Grantee further acknow ledges and
states that it has fully studied and co nsidered the ·:cquirements relating to ihe Upgrade of the Cable •
System, and all other req ui rements and provisi•Jns of this Frnnchise, and finds that the same are
ENGLEWOOD /AT&T
• commercially practicable al thi s lime .
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2.8 Effect or Acceptance
By accep tin g the Franchise , th e Grantee: (I) acknow ledges and accepts the City's lega l right
10 iss ue and enforce tl1e Franchise ; (2) accepts and agrees to comply with eac h and every provision
of !hi s Franch ise subjec t to applicable law ; and (3) agrees 1ha1 th e Franchi se was granted pursuant
to processes and proc ed ures consistent wi th ap pli cab le law , and th at it will not raise any cl aim to
the co ntra ry .
SECTION 3. FRANCHISE FEE PAYMENT AND FINANCIAL CONTROLS
3.1 Franchise Fee
(A) As compensation for th e benefit s and privileges granted und er thi s Franchise and in
consideration of permi ss ion 10 use the City's Rights-of-Way, Grantee shall pay as a Franc hi se Fee to
lh e City, throughout th e duration of this Franchise, an amount equal to fi ve percent (5%) of
Grantee's Gross Re ven ues. Acc rual of such Franchise Fee shall com mence as of lh e Effective Date
of this Franchise.
(B) Th e City rec ognizes th at, in the futur e, Grantee may allocat e revenue between Cable
Servi ces (which are subj ect 10 the Franchise Fee) and non-Ca bl e Services (which are not subject to
the Franchise Fee but may be subject to otlier fees and/or taxes), when these two types of service
are bundled to gether in a discounted package offered to Subscriber1;. Du e to the ambiguiti es that
currently exis t both in lhe bu siness and regulatory environm ent on thi s is sue, the City and the
Gran tee hereby reserve all rights , claims , defenses and remedi es regarding th e City's authority to
impo se anrl/or enforce requ ireme nt s related to 1he reve nue allo catio n meth odolo gy 10 be used when
Ca ble Services and non-Cab le Se rvic es are offe red 10 Subscribers in a discount ed package, for the
purpose of calculating Franchise Fee paym ents .
Further, in the eve nt tliat the City beli eves th at Grantee has unlawfull y, unfairly, or in
violation of this Franchise allocated re ve nue between Ca ble Services and non-C able Services for
the purpo se of calcul ating Franchise Fee payments , the City and the Grantee sh all meet upon
advanc e notice fro m the City to discuss the allocation method olrJ gy. If the Ci :y and the Grantee
cannol agree on the matter within a reasonabl e period of time, the City an d Grantr:e shall submit the
matt er 10 a mutuall y-agreeab le third party for medi ati on. The cost of the mediati~~ shall be shared
equall y between th e City and 1he Grant ee. If 1he mediatio n is unsucc essfu l or if the City and the
Grante•! are unable 10 mu tu all y agree on a mediat or, !h en either the City or lhe Grantee can bring
the matter lo a co urt of competent jurisdiction, or pursu e any other remedies available to them in
thi s Franchise or by law .
3.2 Payments
Grantee's Franchise Fee payments to the City shall be computed quarterly for the preceding
calendar quarter ending March 31, Jun e 30 , September 30, and December 3 1. Each quarterl y
payme nt shall be due and paya bl e no lat er than th irty (30) days after said dates.
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3.3 Acce ptance or Pa yment and Recomputation
No acce pt ance or any payment shall be cons tru ed as an acco rd by the Cit y that th e amount
paid is . in fac t, th e correct amount , no r shall an y acce ptance of payments be co nstru ed as a releas e
of an y cla im the City may have for funher or additional sums payab le or for th e performance of any
other obliga tion of Grant ee.
3.4 Quart erl y Franchise Fee Reports
Each payment shall be accom pani ed by a written repon to th e Ci ty, verified by an
authorized represent ative of Grantee, co ntaining an acc urate state;ne nt in summari zed form, as well
as in de tai l. of Grantee's Gross Revenues and the computation of th e payme nt amou nt. Such repo ns
shall detail all Gross Reve nue s of the Cab le System and shall be drafted in accordan ce with GAAP.
3.5 Ann ual Franchise Fee Reports
Grantee sha ll , within sixty (60) days afte r the end of eac h year, furnish to the Ci ty a
statement stating the tota l amount of Gross Revenues fo r th e year and all payments , deductions and
com put ations for the period . Such stateme nt shall be aud ited by a cenified publi c acco mtant, who
may also be the chief financia l officer or contro ll er of Grant ee, prior to submi ss ion to the City.
3.6 Audits
On an an nua l basis , upon thiny (30) da ys prior written notice. the City, includin g th e City 's
Auditor or hi s/her authori zed re presentative , shall have tl1 e right to conduct an ind ependent audit of
Grante e's records reaso nabl y related to the administrati on or enforceme nt of this Franchise, in
accordance wi th GAAP. Pursuant to sub sectio n 3.1 (B), as pan of th e Franchise Fe e audit the City
shall specifica ll y have the ri gh t to revie ·.v records related to the alloca tion of revenue to Cabl e
Services in the even t Grantee offers Ca ble Servi ces bundled with non-Cable Services . If the audit
show s that Franchise Fe e payments "ave been underpai d by five perc ent (5%) or more (o r such
other contrac t underpayment thres hold as set fo nh in a ge nera ll y appli cab le and enforce l ble
regulaiion or policy of the City related to audits), Grantee shall pay the total cost of the audi t, ,·,ch
cost not to exceed five th ousand dollars ($5 ,000) fo r each year of the audit period . TI1e City's righ t
to audit and the Grantee's ob li gation to ~,••'r. reco rds related to this subsectio •ha ll expi re three (3)
years after eac h Franchise Fee payment has been mad e to th e City .
3, 7 Lat e Pa yments
In the eve nt any payment due quanerl y is not rece ived within th irty (30) days from tl1e end
of the ca lendar quaner, Grantee sha ll pay int ere st on the amount due (at the prime rate as li sted in
the Wall Street Journal on the date the payment was due), co mp~unded dai ly, calculated from th e
date the paym ent was ori gi nall y due until tl1 e dat e the City rec eive ~ th e payment.
3,8 Underpaym ents
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If a net Franchise Fee underpayment is discovered as the result of an audit, Grantee shall
pay interest at the rate of the eight percent (8%) per annum , compounded quanerly, calculated from
the date each portion of the underpayment was originally due until the date Grantee remi•~ the
underpayment to th e City.
3.9 Alternative Compensation
In the event the obligation of Grantee lo compensate the City through Franchise Fee
payments is lawfully suspended or eliminated, in whole or pan , then Grantee shall pay to the City
compensation equivalent to the compensation paid to the City by other similarly situated users of
the City's Rights-of-Way for Grantee's use of the City's Rights-of-Way, provided that in no event
shall such payments exceed the equivalent of five percent (5 %) of Grantee's Gross Revenues
(subject to the other provisions contained in this Franchise).
3.10 Maximum Legal Compensation
The parties acknowledge that , at present, applicable federal law limits the City to collection
of a maximum permissible Franchise Fee of five percent (5%) of Gross Revenues. In the event that
at any time during the duration of this Franchise , the City is authorized to collect an amount in
excess of five percent (5%) of Gross Revenues, then this Franchise may be amended unilaterally by
the City to provide that such excess amount shall be added to the Franchise Fee payments to be paid
by Grantee to the City hereunder, provided that Grantee has received at least ninety (90) days prior
written notice from tl1e City of such amendment.
3.11 Additional Commitments Not Franchise Fee Payments
No term or condition in this Franchise, including the funding required by Section 9, shall in
any way modify or affect Grantee's obligation to pay Franchise Fees. Although the total sum of
Franchise Fee payments and additional commitments set forth elsewhere in this Franchise may total
more than five percent (5 %) of Grantee's Gross Revenues in any twelve (12) month period , Grantee
agrees that the additional commitments herein are not Franchise Fees as defined under any federal
law , nor are they to be offset or credited against any Franchise Fee payments due to the City, nor do
they represent an increase in Franchise Fees to be passed through to Subscribers pursuant to any
federal law.
3.12 Tax Liability
The Franchise Fees shall be in addition to any and all taxes or other levies or assessments
which are now or hereafter required to be paid by businesses in general by any law of the City, the
State or the United States including, without limitation, sales, use and other taxes, business license
fees or other payments. Payment of the Franchise Fees under this Franchise shall not exempt
Grantee from the payment of any other license fee, permit fee, tax or charge on the business,
occupation , propeny or income of Grantee that may be lawfully imposed by the City. Any other
license fees. taxes or charges shall be of general applicability in nature and shall not be levied
against Grantee solely because of its status as a Cable Operator. or against Subscribers, sole!,
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ENGLEWOOD/AT&T
because of thei r status as such .
3.13 Financial Records
Grantee agrees 10 meet with a representative of the City up on request lo review Grantee's
methodology of record-keeping, financial reporting , the computing of Franchise Fee obligations and
other procedures , the understanding of which the City deems necessary for reviewing reports and
records.
3.14 Payment on Termination
lfthis Franchise terminates for any reason, tht Grantee shall file with the City within ninety
(90) calendar days of the dat e of the termination, a financial statement, certified by an independent
certified public , ccountant , showing the Gross Revenues received by the Grantee since the end of
the previous fiscal year . The City reserves the tight lo satisfy any r~maining financial obligations of
the Grantee to the City by utilizing the funds ava ilable in the letter of credit or other security
provided by the Grantee .
SECTION 4. ADMINISTRATION AND REGULAT:ON
4.1 Authority
(A) The City shall be vested with the power and tight lo reasonably regulate the exe rcise •
of the privileges perm itted by this Franchise in the public interest, or to delegate that power and
tight, or any part thereof, to the extent permitted under State and local law, to any agent including,
but not limited to, the GMTC, in its sole discretion.
(B) Nothing in thi s Franchise shall limit nor expand the City's tight of eminent domain
under State law .
4.2 Rates and Charges
All of Grantee's rates and charges related 10 or regarding Cable Services shall be subject to
regulation by t!,e City to the full extent authorized by applicable federal , Stat and local laws.
4.3 Rate Discrimination
All of Grantee 's rates and charges shall be published (in the form of a publicly-available
rate card) and be non-discriminatory as to all Persons and organizations of similar classes, under
similar circumstances and conditions. Grantee shall apply its rates in accordance with governing
law , with identical rates and charges for all Subscribers receiving identical Cable Services , without
regard to race, color, ethruc or national origin, religion , age, sex, sexual orientation , marital, military
or economic status , or physical or mental disability or geographic location within the City. Grantee •
shall offer the same Cable Services to all Residential Subsctibern at identical rates and to Multiple
Dwelling Unit Subscribers as authorized by FCC rules. Grantee shall permit Subscribers to make
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any lawful in-residence connections the Subscribe r chooses withou t additional charge nor
penalizing the Subscriber therefor . However, if an y in-home connection req ui res service from
Grantee due to signa l qcality, signal leakage or other factors, caused by improper installation of
such in-home wiring or fau lty materials of such in-home wiring, th e Subscriber may be charged
reasonable service charges by Grantee. Nothi ng here in sha ll be co nstru ed to prohibit:
(A) The temporary reduction or waiving of rates or charges in conjunction with valid
promotiona l cam paign s; or
(8) The offering of reaso nabl e discounts to sen ior ci tize ns or economical!y
disadvantaged citizens; or
(C) The offering of rate discounts fo r Cab le Service; or
(D) TI1e Gran tee from establishing different and nondi sc riminatory rates and charges
and classes of service for Commercial Subscribers, as allowable by federal law and regulations.
4.4 Filing of Rates and Charges
(A) Throughout the tenn of thi s Franc'.1ise, Grant ee shall maintain on file wi th the City a
complete sc hed ul e of ap plic ab le rates and charges for Cab le Services provided under this Franchise.
Nothing in this subsec ti on sha ll be co nstrued to require Grantee to fi le rates and charges und er
temporary reductions or waive rs of rates and charges in conjunction wi th promotional campaigns .
As used in this subsection , no rate or charge shall be cons id ered temporary if Subscribers have the
abili ty over a period grea ter than four (4) consecutive month s (or such ot her ·,1eriod as may be
approved by the City) to purchas e Cab le Servic es at suc h rate or charge.
(B) Upon req ue st of th e City, Grant ee shall provide a co1,1p lete sched u:e of current rates
and charges for ,·.ny and all Leased Access Channels . or portion s of such Ch..nnels, provided by
Grantee . The sc hed ul e shall incl ude a description of the pric e, tenn s, and cond iti ons estab li shed by
Grantee fo r Leased Acce ss Channe ls.
4.5 Cross Subsidization
Grantee shall comp ly wit h all applicab le laws regard in g rates far Cab le Services and all
ap pl icab le laws cove rin g iss ues of cross subsidizatio n.
4.6 Reserved Authori ty
The Ci ty reserves all reg ul atory authority arising from th e Cab le Act and any oth er relevant
pro visions o, federa l, State, or loca l law .
4. 7 Time Limits Strictly Construed
Whenever th is Franchise sets forth a time fo r any act to be perfonned by Gran tee , suc h time
shall be deemed to be of the essence, and any fo;IL're of Grantee to perfonn wit hin the all otted time
may be co nside red a materi al breach of this Franc hise , and sufficien t grounds fo r th e City to invoke
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any re levan t remedy .
4.8 Regulations Promulgated by City Council
(A) ln addition to th e powers held by the City under the Co lorado Co nstitution an d th e
City Charte r, the City Co unci l is hereby auth ori zed to promulgate by ordi nance, in th e exercise of
its lawfu l powers , suc h add itional regu lations as it shall find necessary to effec tuate fully the
consiructio n and operatio n of a Ca ble System pu rs rnn t to this Franchise; provided th at such
add iti ona l reg ul ati ons sh zll be co nsisten t wi th th e tenn.s ar,-, conditions of this Franchise and shall
not ex pand the obligations of the Grant ee , nor li mit ,~e Grant ee 's benefits, as provided in this
Franch •·;e.
(B) Th e Gran tee may propose additi ona l 1 • .ations by app li catio n to ihe City Co uncil ,
but th e City Cou ncil shall n~t adopt any sui '·· pro y, .• ~.I unless it ex press ly determi nes that such
proposal is consistent with the terms and cond .1.iu11s vi ;his Franchis e.
4.9 Franchise Amendment Procedure
Either party may at an y time seek an amendment of this Franchise by so notifying th e otl,er
party in writing . With in thirty (30) days of receipt of notice , the Cir ,• nr-t'l G,:,-,•.ec shall meet to
disc uss the proposed amendment{s). ;I the parties reach a mut ual a,n ·ment ;r,, n the suggested
amend mcnt (s), such an,endment (s) sh•II be submitted to the City Cuuw.it rot ilJ approva l. If so
appro ved by the City Co uncil and th e Grantee , then such amcndme nt (s) shall be deemed part of this
Franchis e. If rnutual agree men t is not reaci:ed , there shall be no amendment.
4.10 Performance Eva luations
(A) The City may hold perfo rm ance eva lu atio n sessions witllin thi rty (30) days of the
biennial anni versary da tes of th e Effective Date of th is Franchise. All such eva luati on sess ions
shall be co nducted by the City
(B) Special eva lu ation sess ions may be held at any tim e by the City during th e term of
this Franchise .
(C) All regular eva lu ation sess ions shall be ope n to the public and announced at least
two (2) weeks in advance in a news paper of genera l circ ul atio n in the City. Gr:-ntee shall also
include with or on the Subscriber billin g statements for the billing period imm ediatel y preceding
the comme ncement of the session, written notification of the date , time, and pl ace of the regular
performance eva lu ation sess ion , and any sp ecial eva lu ati on session as required by the City,
provided Grantee receives ap prop ri ate advance notic e.
(D) Topics whi ch may be discussed at any eva luat ion sess ion may include, but ar ; not
limited to, Cab le Service rate structures ; Franchise Fee payments; liquidated damages; free or
discounted C:.,ble Services ; app licatio n of new technologies ; Cab le System performance; Cable
Services I, Jvided ; programmi ng offe red ; Subscriber comp laints ; privacy; amendments to this
Franchise; jud icial and FCC ruli ngs; line ex tensio n polic ies; and the City or Grantee's rules;
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provided that nothing in this subsection shall be construed as requiring the renegotiation of this
Fr.inchise.
(E) During evaluations under this subsection , Grantee shall fu lly cooperate with the City
and shall provide such information and ~~cuments as th e City may reasonably require to perform
the evaluation .
4.11 Lale Fees
(A) For purposes of this subsection, any assessme ~t, ,:hJ"ge, cost, fee or sum, however
characterized, that the Grantee imposes upon a Subs.:riber su:cly for la1e payment of a bill is a late
fee and shall be applied in accordance with Exhibit El: Cust•Jrner Service Standards, as the same
may be amended from time 10 time by the City Council acti nr, by crdii.ance, or as the same may be
superseded by legislation or final court order.
(8 ) Nothing in this subsection shall be deemed to create, limit or otherwise affect the
abiiity of the Gr::.,tee, if any, to impose other ..ssessments, charges, fees or sums other than those
permitted by this subsection , for the Grantee's other services or activities it performs in compli~nce
with applicable law , including FCC law, rule o~ regu lation.
(C) The Grantee's late fee and disconnection policies and practices sh?ll be
nondiscriminatory an cl such policies and practices, and any fees imposed pursuant to this
s11 b,ection , shall apply equally in all parts of the City without regard to the neighborhood or income
k vc l ofthu Subscriber.
4.12 Force Majeure
In the event Grantee is prevented or delayed in the performance of any of its ~bligations
under this F:anchise by reason beyond the control of Grantee, Grant,,e shall have a reasonable time,
under the circumstances, to perform the affected obligation under u1is Franchise or to procure a
substitute for such obligation which is satisfactory to the City. Those conditions which are not
within the control of Grantee include , but are not limited to , natural disasters , civil distlll'bances ,
power outages, telephone network outages, and severe or unusual weather conditions which have a
direct and substantial impact on the Grantee's ability to provide Cable Services in the Ctty and
which was not caused and could not have been avoided by tl.e Grantee which used its brst efforts in
its operations to avoid such results.
If Grantee believes that a reason be yo~d its control has prevented or delayed its compliance
with the terms of this Franchise, Grantee shall provide documentatio n as reasonably required by the
City to substantiate the Grantee 's claim. If Grantee has not ye, cured the deficiency, Grantee shall
also provide the City with its proposed plan for remediation, including the timing for such cure.
This subsection shall not apply to the provisions of this Franchise concerning the extension
of the term as provided in subsections 2.3 (A) and 12.1 (A), or to the monetary damages related to
the Upgrade of the Franchise set forth in subsection 14.8 (A).
SECTIONS. FINANCIAL AND INSURANCE REQUIREMENTS
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5.1 Indemnification
(A) Geocrnl Joderooificarioo . Grantee shall indemnify, defend and hold the City, its
officers , officials , bontds, commissions , agents and employees, hannless from any action or c !aim
for injury, dantage, loss, liability, cost or expense , including court and appeal costs and anomeys'
fees or expenses , arising from any casualty or accident to Person or property, including, without
limitation . copyright infringement, defntnation , and all other damages in any way arising out of, or
by reason of, any construction, excavation , operation , maintenance, reconstruction , or any other act
done under this Franchise, by or for Grantee, its age nts , or its employees , or by reason of any
neglect or omission of Grantee. Grantee shall consult and cooperat e with the City while conducting
its defense of the City.
(B) lodewoi6cn1ioo fnr Relocatioo C,rantee shall indemnify the City for any damages,
claims, additional costs or expenses as~essed ag.,inst, or payable by, the City arising out of, or
resulting from, directly or indirectly, Grantee's failure to remove, adjust or relocate any of its
facilities in the Rights-of-Way in a timely manner in accordance with any relocation required by the
City.
(C) Addiliooal Circnmstaoces Grantee shall also indemnify, defend and hold the City
hannl ess for any claim for injury, damage , lo ss , liability, cost or expense, including court and
appeal costs and attorneys' fees or expenses in any way arising out of:
(I) The lawful actions of the City in granting this Franchise to the extent such
ac tions ate co nsistent with this Franchise and applicable law :
(2) Dntnages arising out of an y failure by Grantee to sec ure co nsents from the
owners , authorized distributors, or licensee s/licen ~ors of progrntns to be delivered by the
Cable Sys tem, whether or not any act or omission complained of is authorized, allowed or
prohibited by this Franchise .
(D) Procednres and Defense If a claim or action arises, the City or any other
indemnified party shall promptly tender the defense of the claim to Grante e, which defense shall be
at Grantee's expense. The City may participate in the defense of a claim and, in any event, Grantee
may not agree to any senlement of claims affec ting the City without the City's approval.
(E) Nao-waiver The fact that Grantee carries out any activities under this Franchise
through independent contractors shall not constitute an avoidance of or defense to Grantee's duty of
defense and indemnification under this subsection.
(F) Expenses. If sepntate representation to fully protect the interests of both parties is
necessary, such as a conflict of interest between the City and the counsel selected by Grantee to
represent the City, Grantee shall pay all expenses incurred by the City in defending itself with
regard to any action. suit or proceeding indemnified by Grantee. The City's expenses shall include
nil out-of-pocket expenses, such as consultants' fees, and shall also include the reasonable value of
an y services rendered by the City Attorney or hi s/her assistants or any employees of the City or its
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agents but shall not include outside attomeys ' fees for services that are unnecessarily duplicative of
services provided the City by Grantee .
5.2 Insurance
(A) Grantee shall maintain in full forc e and elTect at it s own cost and expense each of
tl1e following policies of insurance:
(I) Commercial General Liability insurance with lim its of no less than one
million dollars (Sl ,000 ,000.00) per occurrence and one million do ll ars ($1 ,000 ,'.>ilO.OO)
general aggregate . Coverage shall be at least as broad as that provi ded by ISO CG 00 0 1
1/96 or its equi valent and includ e severability of interests. Such insurance shall n.>,ne, the
City, its officers, officials and employees as additional insureds per ISO CG 2026 or its
equivalent. Th ere shall be a waiver of subrogation and rights of recovery against ti 1e City ..
its officers , officials and emp loyees . Coverage shall app ly as to claims between insureds on
the policy, if applicable.
(2) Commercial Automobile Liability insurance with minimum comb ined sing':
limits of one million dollars ($1,000,000.00) each occurrence and one million dollars
($1,000 ,000.00) aggregate with respect to each of Grantee 's owned, hired and non-owned
vehicles assigned to or used in the operation of the Cable System in the City. TI1e policy
shall contain a severability of interests provision .
(B) Each policy shall provide that the insurance shall not be canceled or materially
changed so as 10 be out of cr,mpliance with these requirements witbut thirty (30) days' written
notice first pro vided to the City, via certified mail, and ten (IO) days' notice li:;r mm payment of
premium . If th e insurance is canceled or materi ally altered so as to be out of comp l1~1t<c with the
requirements of this subsection within the term of thi s Franchise, Grant e shall provide a
replacement policy. Grantee agrees to maintain continuous uninterrupted insurnnce coverage, in at
least the amounts required, for the duration of this Franchise and, in the case of the Commercia l
General Liability, for at least one (I) year after expiration ol this Franchise .
5.3 Deductibles/ Certificate of Insurance
Any deductible of the policies shall not in any way limit Grantee's liability to the City.
(A) Endorsements .
(I) All policies shall contain , or shall be endorsed so that:
(a) The City, its officers , officials, boards , commissions, employees and
agents are to be covered as , and have the rights of, additional insureds with respect
to liability arising out of activities performed by, or or. behalf of, Grantee under this
Franchise or app licable law , or in the construction, operation or repair, or ownership
of the Cable System ;
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(b) Grantee's in surance coverage shall be primary insurance with respect •
to the City, its officers, officials , boards , commissions , emp lo yees and agents. Any
insurance or self-insurance maintained by the City, its officers , officials , boards ,
commissions, employees and ~gent s shall be in exc.ess r,f the Grantee's insurance
and shal! not contribu te to it ; and
(c) Grontee s insurance shall apply separately to each insured against
whom a daim is ma<le or lawsuit is brought , except with resprct to the limits of the
insurer's lia~ility.
(B) Acceptability of ICIS)l[CCS The insurance obtained by Grantee shall be placed with
insurers with a Best't rating ofno less than "A Vlll."
(C) YrciGcalioa of Coverage The Grantee shall furnish the City with certificates of
insurance and endorsements or a copy of the p.'~e of the policy reflecting blanket additional insured
status. The certifkates and endorsemen ts for each insurance policy are to be signed by a Person
authorized by that insurer to bind coverage on its behalf. The certificates and endorsements for
each insurance policy are to be on standard forms or such forms as are consistent with standard
industry practices .
(D) Scl~.'l!n 1u:, In the alternative lo providing a certificate of insurance to the City
certifying insurance co ver .. ,e a , required above , Grantee may r rovide self-insurance in the same •
amount and level of protection for Grantee and City, its office.rs , agents and employees as otherwise
required under this Section . The adequacy of self-insuranc e shall be subject to the periodic review
and approval of the City.
5.4 Letter of Credit
(A) No later than the Effective Date of thi s Franchise , Grantee shall establish and
provide to th e City, on behalf of the City and all other members of the GMTC s t forth on Exhibit
A, as security for the faithfu l performance by Grantee of all of the provisions of thi s Franchise, a
letter of credit from a financial institution satisfactory 10 the Cit)' in the amouni of one hundred
thousand dollars ($ I 00,000).
(B) The letter of credi t shall be maintained at one hundred thousand dollars ($100 ,000)
throughout the term of this Franchise, provided that once every three (3) years , the City shall have
the righ t to increase this amount to reflect increases in the Denver 1etropolitan Area Consumer
Price Index during the prior three (3) year period .
(C) The letter of credit may be drawn upon by the City for purposes including, l,ut not
limited to . the following :
(I)
Franchi se;
(2)
Fai lure of Grantee to pay the City sums due under the terms of this
Rei 11 1 Jrsement of costs bome by the City to correct Franchise violations not
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corrected by Grantee;
(3) Monetary remedies or damages assessed agai nst Grantee due to default or
breach of Franchise requirements; and
(4) Failure lo comply wilh 1he Customer Service S!'!ndards of lhe City, as lhe
same may be amended from time to lime by the City Counc '.i acting by ordinance .
The City snail give Grantee written notice of any withdrawal under this subsectiou upon
such withdrawal. Wilhin seven (7) days following receipt ;,f .;nd no tice, Grantee shall restore •ti~
letter of credit to .i.e amount required under this F:anchise.
(E) Grantee shall have th e right to appeal to the Ci ty Council for reimbursement in the
event Grantee believes !hat the letter of credit was drawn upon im ,,, ~perly. Grantee shall also have
the righ1 of judicial appeal if Grantee believes the letter of crel1l nas not been properly <1"1"'11 upon
in accorda nce with this Franchise. Any funds the Ci ty erron eous •\' or w:-o ug fully wit!. :-.ws from
the letter of credit shall be returned to Grantee with interest, from lhe date of withdrawal at a rate
equal 10 the prime rate of interest as quoted in lh e Wall Street Journal.
(F) If more than fift y percent (50' ;1_ based on the nu r~",:•· r,f Subscribers, oflhe GMTC
members listed on Exhibit A withdraw from ·I -: (,MTC or are nol eligible lo draw on lhc letter of
credit held in lh~ nam e of all GMTC membe ra, Grantee shall have lhe right to renegotiate lhe terms
of the letter of credit or reduce it by an amount equal to lhe pro-rota number of Subscribers whose
grantors have withdrawn from the GMTC or are not eligible to draw on the shared letter of credit ,
provided howeve r that lhe amount of lhe letter of credit shall in no event be reduced below twenty
five thou sand dollars (S25,000 .00).
(G) If the City withdraws from the GMTC , Grantee shall obtain a letter vf credit solely
on behalf of lhe City, in lhe amount of twenty five lhousand dollars ($25,000.00), within £ixty (60)
days of receiving written notice from lhe City. In this event, lhe City will also be removed from lhe
GMTC letter of credit.
5.5 Construction Bond
During the Upgrade as descri bed in subsection 12.1, Grantee shall provide a construction
bond to ensure the performance of its responsibilities under thi s Franchise related to Upgrade
cons truction activity, including r toration of lhe Rights-of-Way and other property, in acco rdance
with the lawful provisions of th e City Code as it ex ists now or as may be amended in lhe future .
SECTION 6. CUSTOMER SERVICE
6.1 Customer Service Standards
Grantee shall co mply with Customer Service Standards of lhe City, as lhe same may be
amended from time to time by the City Council acting by ordinance. The City's cU1Tent Customer
Service Standards. are anached hereto as Exhibit B. Grantee reserves the right to challenge any
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customer service ordinance which it believes is inconsistent with its contractual rights under this •
Franchise.
6.2 Subscriber Privacy
Grantee shall fully ~omply with an y pro vi sions regarding the privacy rights of Subscribers
contained in federal, State, or local law .
6.3 Subscriber Contracts
Grantee shall not enter into a contract with any Subscriber which is in an y way inconsistent
with the terms of thi s Franchise, or any Exhibi t hereto , or th e requirement s of any applicable
Customer Service Standard . Upon request, Grantee will provide to the City a sample of th e
Subscriber contract or service agreement then in use.
6.4 Advance Notice to City
The Grantee she!! use reasonable effons to furnish information provided 10 Subscribers or
the med ia in the normal course of business to the Ci ty in advance.
SECTION 7. REPOR1S AND RECORDS
7.1 Open Records
Grantee sha!I manage all of its operati ons in accordance with a pol icy of keeping its
documents and records open and accessible to the City. Th e City, including the City's Auditor or
his/her authorized represent ative, shall have access to , and the right to inspect, any books and
records of Grantee, its parent corporations and Affiliates which are reasonably related to the
administration or enforcement of the terms of this Frru ;•t,;se . Grantee shall not deny the City access
to an y of Grantee's records on the basis that Grant ee's records are under the control of any parent
corporation, Affiliate or a third party. The City may, in writing, request copies of any such records
or books and Grantee shall provide such copies within thiny (30) days of the transmitta l of such
request. One (I) copy of all repon s and records t':(,l•i ~~d under this or any other subsection shall be
furnished lo the City, at the so le expense of Grantee. [f the requested book s and records are too
voluminous, or for security reasons cannot be copied or removed , then Grantee may request , in
writing within ten (10) days, that the City inspect them at Grantee's local offices . If any books or
records of Grantee are not kept in a local office and not made available in copies to the City upon
written request as set fonh above, and if the Ci ty determines that an ex amination of such records is
necessary or appropriate for the performanc e of any of the City's duti es , administration or
enforcement of this Franch ise, then all reasonab le travel and related expenses incurred in making
such examination shall be paid by Grantee.
7.2 Confidentiality
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T~e City agrees to treat as confidential an y books or reco rd s that constitute proprietary or
co nfid enti al information under federal or State law, to the ex tent Grantee makes the City aware of
such co nfid enti ality. Gran tee shall be res ponsibl e fo r clear ly and conspicuo usly stamping the word
"Co nfid ential " on eac h page th at conta in s co nfid ent ia l or propri etary information . and shall provide
a brief writte n ex planati on as to why such information is co nfid ent ia l under Stat e or federal law. If
the City belie ves it mu st re lease any such co nfidential books an d record s in th e course of enforcing
this Franchise , or for any oth er reaso n, it shall advise Gran tee in advan ce so ti,,, ri rao tec may take
appropriate steps to protec t it s interests . If th e Cit y receives a dei.,~nJ from any ~ rson for
disclosure of any information des ignated by Grantee as confidenti~I. the c ,ry shall , so far as
consistent with appli ca ble law , adv ise 0 f:i.'ll ee and provide r;,.,,.,,,c ·-,;til 3 cc py of any wri tten
request by the party demanding access to such infonnatk,,, , ·,,((£ • a ,,•sona ble time. Until
otherwis e ordered by a coun or agency of com peten t jurisdiction , t\,. C ·• agree~ th at, to the ex tent
perm itted by State and federal law, it shall deny access to any of Grantee's bc,oks and reco rds
marked co nfid ential as set fonh abov e to any Perso n. Grantee shall reimbu,se the City for al l
reasonab le costs and ~.ttom eys fees in curred in an y lega l proceedings pursu ed under this Section.
7.3 Reco rds Required
(A) Gran tee shall at all tim es maintai n, and shall furni sh to th e City upon requ est:
(I) A co mpl ete se t of maps showin g the ex ac t locati on of all Cab le System
equipm ent and faciI:ties in the Ri gh t-of-Way, but exc ludin g detail on proprietary electronics
co nta ined th ere in and Sub scri ber drops. As-built map s including propri etary electronic s
shall be avai lab le at Gran tee's offic es for inspection by th e City 's authorized
represen tati ve(s) o: agent(s) and made availa bl e to such during the course of technic al
inspections as reasonab ly co ndu cted by th e City . The se maps shall be certified as accurate
by an appropriate represen tati ve of the Grantee;
(2) A copy of all FCC fi lin gs on beha lf of Gran tee , its parent co rporations or
Affili ates whi ch relate to th e operation of the Cab le System in th e City;
(3) Current Su bsc ri ber Records and informatio n;
(4) A log of Ca ble Services added or dropped , Channel changes, number of
Subscribers added or terminated , all construct io n activity, and total hom es passed for the
previous twelv e ( 12) months; and
(5) A list of Cab le Services, rates and Channe l line-ups .
(B) Subject to subsection 7.2, all in fo rmation furni shed to tile City is public information,
and shall be treated as such , exce pt for inform ation i, .. -. lving th e privacy ri ghts of individual
Sub scrib ers .
7.4 Annual Reports
2.'
E GLEWOOD/AT&T
Within sixt y (60) days f\e r the end of the ca lendar ye: r. Gral\tee shall submit to the City a
written repor:, in a form acceptable to the City, which shall incl ude, hut not nec essarily be limited
10, the foll ?wing info 'lTl allo n for th e Ci ty:
(A) A Gross Revenue statement, as required by sub s~c 1;on 3.5 of this Franchise ;
(B) A summary of the previou ~ year's activities in the development of the Cable System ,
including, but not lim ited 10, Cable Servi ces begun or disconr inucd during the reponing year, and
the number of Subscribers for each class of Cable Servi ce(,.,,., Basic, Expanded Basic Service , and
Premium); and
(C) The numb er of homes passed, beginnin g and en ding plant miles , any services added
or dropped , and any technological chan ges occurring in the Cat:e System; and
(D) A sta tement of planned construction, if an y, fe,r me next year.
7.5 Co pies of Federal and State Reports
•
Gran tee shall submit lo the City copies of all ple adin gs, applications, notifications,
communications and docum ents of any kind , submitted by Grantee or its parent corporation(s), to
any federal. State or local couns, regulatory agencies and other government bodies if such
documents directly relate 10 the operations of Grantee's Cab le System within the City. Grantee •
shall submit such documents to the City no later than thiny (30) days after filing , mailing,
publication , or completion . Grantee shall not claim confidential , privileged or proprietary rights 10
such documents unless under federal , State, or local law such documents have been determined to
be confidential by a coun of competent jurisdiction, or a fed eral or State agency. With respect to all
documen ts provid ed to ar y federal , State , or local regulatory age ncy as a routine matter in the due
course of operating Grantee's Cab le Sys tem within the City, Grantee shall make such documents
available to the City upon request.
7.6 Complaint File and ;leports
Grantee sha ll keep an accurate and comprehe1o,i-,e file of any and all complaints regarding
the Cable Sys tem , in a manner consis tent with the privacy rights of Subscrib ers, and Grantee's
acti ons in response to those comp laints. These fiks shall remain open to th e City during normal
business hours . Grantee sha ll provide the Cit y a quanerly executive summary which sha ll inc lude
the following information :
(A) A summary of serv ice calls , i,lentifying the number and aature of the requests and
their disposition ;
(B) A log of all service interrupti ons;
(C)
(D)
A summary of customer complaints referred by the City to Grantee; and
Such other inform ation as reasonably requested by the City, provided mat Grantee is
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given thirty (30) days prio r wrinen notice of such reque~1 before the begi nning of the applicable
quarter.
7.7 Failure to Report
Th e fai lure or ne glec t of Grantee to file an y of the repons or filing s required under this
Franchise or such other repons as the City may reasonably request (not including clerical errors or
errors made in good faith), may, at th e City's option, be deemed a material breach of this Franchise .
7.8 False Statements
An y false or misleading statement or representation in any repon required by this Franchise
(nor includin g clerical error s or errors made in good faith) ,:,ay be deemed a material breach of this
Franchise and may subject Grantee to all rem edie s, lega l or equitable, which are available to the
City under this Fran chise or otherwise .
SECTION 8. PROGRAMMING
8.1 Bro ad Programming Categories
Grantee sha ll provide or enable the provision of at least the following initial broad
categories of programmin g to the extent such categories are reasonably avai l.ble:
(A) Educa ti onal programming;
(B) Co lorado new s, weather & information;
(C) Spo n s;
(D) General entenainment (includin g mo vies);
(E) Children/family-oriented;
(F) Ans. culture and performing arts ;
(G) Foreign language;
(H) Science/documentary;
(I) Nation al news, weather and informa[ion; and
(J) Publi c, Educational and Government Ac cess, t.i the extent required by this
Franchise .
8.2 Deletion or Reduction of Bro:.:d Programming Categories
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(A) Grantee shall not delete or so limit as to effectively delete any broad ca tegory of
programming within its control without the prior written consent of the City.
(B ) In the event of a modifi cation proceed in g und er feoeral law , th e mi x and quality of
Cable Services provided by Grantee on the Effective Date of this Franchise shall be deemed the
mix and qual ity of Cable Services required under this Franchise throughout its term .
8.3 Ascertai nment or Programming and Customer Satisfaction
Upon reques t of the City, the Grantee shall, at the sole expense of Grantee, undertake a
bienni al survey of community views of cable operations in the City, including bu! not limited to
programming, response to community needs , satisfaction and dissatisfaction with Cable Services
offered by Grantee, and customer service . Grantee shall consult and cooperate with the City in
developin g and implementing an ascertainment methodology. The final form and con tent of the
survey sha ll be as mutually agreed upon by the Grantee and th e City . Grantee shall provide th e
results of such survey to the City within two (2) months after compl eting the survey. Upon
reque st, Grantee shall also provide a copy of results iom an y other survey of Subscribers in the
City conducted independently by the Grantee within the previous year. Any survey resu lts
conducted within the City which are intended for ex tern al publication shall also be provided to the
City. Nothing herein shal l be construed to limit the right of the City to conduct its own surveys at
its own expense .
8.4 Obsce nity
Grant ee shall not transmit, or permit to be transmined over any Channel subject to its
editoria l control, any programming which is 0bscene under, or vio lates any provi sio n of, applicable
law relati ng to obsceni ty, and is not protected by the Constitution of th e United States . Grantee
shall be deemed to have transmitted or permitted a transmission of obscene progranuning only if a
court of competent jurisdiction has found that any of Grantee's ,,tficers or employres or agents have
permitted programmin e which is obscene under, or violative of, any provision of applicable law
relating to obscenity, and is otherwise not protect ed by the Co nstitution of the United States, to be
transmitted ove r an y Channel subj ect to Grantee's editorial control. Grantee shall com ply with all
relevant provisions of federal law relating to obsc enity.
8.5 Parental C1Jntrol Device
Upon req uest by any Subscriber, Grantee shall make available a parental control or lockout
device , traps or filters to enable a Subscriber to co ntrol access to both the audio and video portions
of any or all Channels. Grantee shall inform its Su~ ·cribers of the availability of the lockout device
at the time of their ini tial subscription anc periodic y thereafter. Any device offered shal l be at a
rate, if any, in compliance with applicable law.
8.6 Col!tinuity of Service Mandatory
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(A) lt shall be the ri ght of all Subscribers to continue to ,. ·eive Cable Service from
Grantee insofar as their financial and other obligations to Grantee are honored. The Grantee shall
act so as to ensure that all Subsc rib ~rs receive continuou s, unin •.e rrupt ed Cable Servic e regard less of
th e circum stances . For the purpo ses of this subsection, "unint1:rrupt ed" does not include short-term
outagl,s of the Cable Sys tem for maintenanc e or testing .
(B) ln the event of a change of grantee, or in the eve nt a new Cable Operator acquires
the Cabl e System in accordance with this Franchise, Grantee sh all cooperate with the City, new
franchisee or Cable Operat or in maintaining continuity of Cable Service t.:i all Subscribers . During
any transition period . Grantee shall be entitled to the revenues for any period during which it
operates the Cable System , and shall be entitled to reasonable costs for its services when it no
longer operates th e Cable System.
(C) In the event Grantee fails to operate the Cable System for four (4) consecutive days
without prior approval of the Manager, or without just cause, the City may, at its option, operate the
Cable System itself or designate another Cabl e Operator until such time as Grantee restores service
under conditions acceptable to the City or a , -rmanent Cable Operator is selec ted. If the City is
required to fulfill this obligation for Grantet·, ·;rantce shall reiml>urse the City for all reasonable
costs or damages that are the result of Grantee'r ·:li lure to perform.
8.7 Services for the Disabled
Grantee shall compl y with the Americans With Disabilities Act and any amendments
thereto .
SECTION 9. ACCESS
9.1 Initial Capital Contribution
No later than sixty (60) days after the written request from the City, Grantee shall provide a
one time capital contribution of one hundred twenty five thousand dollars ($125,000 .00) which the
City sh all use to purchase equi:,ment to produce Access programming. Grantee shall have no
further programming production or studio obligations 10 the City. Grantee shall be entitled to fully
recover this initial grant from Res idential Sub scribers pursuant to federal I. w, during the first three
(3) years after payment of the $125 ,000.00 grant. In addition to the $125 ,000.00 grant, Grantee
shall make a separate capital equipment gran t of S l 0,000 .00 , which $10,000.00 grant shall not be
recoverable from subscribers .
9.2 Replacement Capital Contribution
Beginning three (3) years after payment of the $125 ,000.00 grant, or when the $125 ,000.00
contribution specified in subsection 9.1 is fully recovered from Subscribers , Grantee shall collect
and provide to the City S.50 per month per Residential Subscriber for Access and/or I-Net capital
(the "Repla ~~'llent Capit.il Contribution"). Grantee shall not be responsible for collectin g or paying
the Repine !ment Capital Contribution with respect to gratis accounts .
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ENG LEWOO D/AT&T
Each payme nt shall be due and payabl e :10 later than thiny (30) days followi ng the end of
the quaner from when the Replace ment Capi tal Con tribut ion takes effect. The City sha ll have
discretio n to alloc ate the Repl aceme nt Capi tal Co ntribution in accordance with app licabl e law .
The City ma y adj ust the amount of the Repl ace ment Capital Co ntri butio n on an annual
basis (up to th,1 maximum amou nt spec ifi ed in thi s subsec tion ), prc;v ided th at Grantee is given
nin ety (90) days advanc~ writt e.n notice.
9.3 Management aud Control of Access Channels
The City shall have so le and exclusiv e ,os ponsibilit y fo r identifying the Designated Access
Prov id ers and allocating th e Access resources u.sder thi s Section . The Ci ty may authorize
De signated Access Providers to contro l and manage th e use of any and all Access fac il ities
prov ided by Grdlltee under thi s Franchise , in cludin g, without limitation , the operation of Access
Ch annels. To the ex ten t of such desir,nation by the City, the Designated Access Provider sh all have
so le and ex clu sive res ponsibility fo, vperating and managin g such Access facilities . The City or its
de signee may fo rmulate rules for the operation of th e Access Channel s, consi stent with thi s
Franchi se . Grantee shall coo perate with the City and Designat ed Access Providers in Ute use of the
Cable System an d Access facilities for th e pro vis ion of Access. NoLlti ng herein shall prohibit the
Ci ty from authori zi ng itse lf to be a Des ign ated Acce ss Provider. Nothi ng here in shall prohibit th e
City from assigni ng severa l Designated Access Prov iders to share a sin gle Access Chann el.
All assigned Access Channel s can be used to transmit signals in any format which is
technica ll y co mpatibl e wi th th e Cab le Sys tem, incl udin g, by way of examp le and not limitation,
vi deo . au di o on ly, seco ndary audi o an d/or text mess ages . Such uses must be in furtherance of
Access purposes .
9.4 Initial Access Channel
As of the Effective Date, Grantee shall provide one activated (I) Downstream Government
Access Channel on the Ca ble Sys tem . As of th e Effec tiv e Date th e Government Acces s Channel
will conti nue to be a shared channe l with the Cities of Sheridan and Cherry Hills Vill age. Grantee
shall mak e th e Government Access ,hannel available for th e City's sole and excl usi ve use as set
fonh in Sectio n 2.3, and in no eve nt later th an four (4) years afte r the Effec ti ve Date .
9.5 Additional Access Channels
Tite City may req uire Grantee to Ac tivate, at Grantee 's expense, up to five (5) add itional
Do wnstream Access Chann els, fo r a maximum of six (6) Access Channel s, under th e procedures
sp :cified below.
•
•
If a Desi gnated Ac cess Pmvi der believes that additional Access Channel ca paci ty is needed,
the Designated Access Provider may file a request with the Manager. In hi s/her de li beratio ns , the
Manager wi ll co nsid er supply and demand , and , ia panicular. the ability and resources of the •
Desi gn at ed Access Pro, ider to pr:;du ce addi ti onal Access programming, th e interest of l~e
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ENG LEWOO D/AT&T
•
•
•
community in the additi onal Access progra'llm ing as measured through a surve y methodology that
is mutuall y-acce ptable between the City and the Grantee, consideration of the p,.:;£:"!'rnming that
w,,uld be dis laced, how much pro grn,nming is produced on the existing Access Channeis in the
Denver metro area, how much progr=ming on the existing Access Channels is repeated, h.:w
mu ch programming on the exis tin g Access Channels is character-ge nerated , whether it is feasible
fo, the Des ign ated Acc ess Providers to cluster Access programming into blocks of time such that
the Ch ann el space can be compa tib ly shared between multipl e Designat ~d Access Providers , and if
severa l Designated Access Providers sho uld combi ne the ir program ming onto a si ngl e Access
Channel.
Should th e Manager find that the evide nc,! ex ists to support th e Activation of an additional
Access Channel , then the Manage r sha ll provide his/her decision in writin:i and Grantee shall
provid e th e Activ ~ted Channel wi thin ninet y (90) days of receiving the requ est. Grantee may
appeal the decision of the Manager to the City Council.
9.6 Underutilized Access Channels
Grantee and the City agree that it is th ei r mutual goa l to fully and efficie ntly use the
Channel ca pacity of the Cable System, whic h may ;nclude allowin g the Grantee to us e
und orutili zed time on Acces s Channels . If Gran tee beli eves that any Access Channel has
underutili zed time, Grantee ma y tile a request with the Manager 10 use that time . In response to the
request , the Manager will consider a combination of factors , including but not limited to , the
community 's needs and interests , and the source, quantity, type and schedule of the programming
canied on th e Access Channel. The Manager will also consider, tal<in g into account the mission of
the Access programming, whether it is feasible for the Designated Access Providers to cluster
Access pro gramming into blocks of time such that the Chann el space can be compatibly shared
between the Designated Access Pro vider and the Grantee and/o r if several Designated Access
Provide rs can co mbin e their programmin g onto a si ngl e Access Channel. The Manager shall render
his/her deci sion regarding the matter within six ty (60) days of ~!ceiving th e req uest. Should the
Manager find that th e Access Channel or portion of th~ Access Channel may be used by the
Grantee, th en Grantee may begin using such tim e ninety (90) days after receipt of the decision. The
Grantee's req uest shall not be unreasonably denied . Any permission granted pursuant to this
su bsec ti on for use of 11n Access Channel or a portion thereof shall be cons id ered temporary .
At such time as a Designa ted Access Pro vider beli eves th at it has the rP.sources and ability
to utili ze th e Access Chann el tim e curr entl y used by the Grantee pursuant to th is sub section, a
Designated Access Provider may request that the Manager return such Channel or portion of the
Channe l for Access purposes. In res pons e to the re4ues t. th e Manager will consider a combination
of factors. includin g but not limited to, the community's needs and interests, and the sou rc e,
quantity, type and sc hed ule of the programmin g proposed to be canied on the Access Channel as
we ll the applicant's abi lity and resources to acq uire or produce the proposed Access programming.
The Manager wi ll also con sider, taking into account th e mission of the Access programming,
whether it is feasible for th e Designated Access Providers to cluster Access programmin g into
blocks of time such that tl1 e Chann el spac e can be compatibl y shared between th e Designated
Access P•,:wid er and the Grantee and/or if Jevera l Designa ted Access Pro vide rs can co mbine their
programm •ng onto a sin gle Access Channel. The Manager sha ll render his/her deci sion regarding
ENG LEWOO D/AT&T
the matter within sixty (60) days of receiving the request. Should Lie. Manager find that the •
evidence exists to suppon tl1e return of the Access Chan nel or ponion of the Access Channel to the
Designated Access Provider. then Grantee shall su rrender the requested tim e on the Access Channel
wi thin ninety (90) days of receivin g the decision . The Designated Access Provider's request shall
not be unreasonably denied.
9. 7 Access Channels On Basic Service
All Access Chann els provided to Sub sc ribers under this Franchise shall be included by
Grantee , without limitation , as a pan ofBasic Service .
9.8 Access Channel Assignments
Grantee will use reasonable efforts to mm1m1 ze the movement of Access Channel
assignments. Grantee shall also use reasonable effons to institute common Channel ass ignments
among the GMTC members for compatibl e Access programming, for example, assigning all
Educational Access Channels programm ed by higher education organizations to the same Channel
numbc~.
9.9 Relocation of Access Cha nnels
1.,rnntee shall provide the City wi th a min im um of ninety (90) days notice, and us e its best
effons to provide one hundred twenty ( 120) days notice , prior to the time any P.ccess Charuid
designation is changed, unless the change is required by federal law, in which case Grantee shall
give the City the maximum notice possible. In addition, Grantee shall pay to the City an amount
equal to the City's co sts in remarketing the loc ation of the Access Channels and managing the
relocation administrative ly and technologically, up to a maximum of fifty cen ts ($.50) per
Subscriber. Grantee shall only be allowed to recover such amounts paid to City as "external costs"
(as that term is used in 47 C.F.R. Secti on 76 .922) if the movement of Channels is required by
fed era l. State or local law . Grantee, at Grantee's expense, will place the City's notic es of the
Channe l change on or with its regular monthl y billings, upon the City's request. Any new Channel
designations fo r the Access Channe ls provided pursuant to this Franchise shall be in full
co mpliance with FCC signal quality and proo f-of-performance standards .
9.10 Access Interconnections
Grantee ackn owledges that is the City 's goal to further the community 's needs and interests
by providing for the Interconnection of Access Channels between the City and surrounding
communitie~. Therefore, Grantee shall continue the Access Channe l Interconnection which is in
place as of the Effective Date which faci lit ates the sharing of Ac cess programming between and
among pani cipati ng GM TC members . In addi•;on, the Ci ty shall have the right to use any Acces s
Channel for Access programming provided to it through an Interco nnect.
9.11 Technical Quality
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ENGLEWOOD /AT&T
• The Grantee shall maintain all Access Channels, Interconnects and return lines at the same
or better level of technical quality and reliability required by this Franchise and all other applicab le
laws, mies and regulation s for other Channe ls, services and Interconnects . The Grantee shall
provide routin e mai ntenanre and shall repair and rep lace all transmissio n equi pment as necessary to
.:arry a quality sib>na l from the Access facilities pro vi ded und er this Franchise to Subscribers.
9.12 Return Linr.s
(A) Within nine (9) months of the Effective Date, Grantee shall complete construction
of a return line from Civic Center (loca ted at I 000 Eng lewood Parkway) to the Headend, in order
to enabl e the distribution of Access progrJmming to Residential Subscribers on the Access
Channe ls. Grantee shall co ntinuo usly mainmin this return line throughout the remaining life of the
Franchise , unless th is location is no longer used in the future by the Ci ty 10 originate Access
programming.
(B) Grantee shall construct and maint ai n n~·..-Fiber Optic ret urn ,:n es to the Headend
from production facilities of new or relocated Designated Access Providers delivering Access
programmin g to Residential Subscribers as requested in writing by the City. All Base Con,truction
Costs shall be paid by the City or the Designated Access Pmvider, in accordance with sub sectio n
I 0.5 of this Franchise .
• 9.13 Change In Technology
•
In the even t Grantee makes any change in th e Cable System and relat ed equip ment and
fa cilities or in Grantee 's si~al deli very technology, which directly or indirectly affects the signa l
quali ty or transmission o f Access services or programming, Grantee shall at its own expe11~e take
necessary techni ca l steps or provide necessary technical assistance, including th e acquisition of all
necessary equipment a:.d full traini ng of Access personnel , to ensure that the capabilities of Access
services are not dimbi shed or adversely affected by such change. Fo r example, this provision shall
appl y if th e Cablr: System is converted from an analo g to a digital fonnat , such that the Access
Ch anne ls must also be co nverted to digital in order to be received by Subscribers.
9.14 Information about Access Programming to Subscribers
Upon request by the City, Grantee shall include infonnation about Access programming in
the installation packe t provided to Subscribers . The ~-,,y shall suppl ;• th e mat eria ls, for insertion in
the packet, in J fonnat consistent wit h Gran!ee's requirements.
SECTION 10. 11"5TITUTIONAL NETWORK
I 0.: Private Netwo rk
Th e I-Ne t is a private co mmunications network gove rned by thi; Franchise and the Cabl•!
Act. The I-Net may be used by the City and an y Qualified I-Ne t User to provide any technically r.nd
legally com pat ible, non-commercial service . The City agrees to require all Qualified I-Net Us~-rs lo
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ENG LEV1QOD/AT&T
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stipulate and agree to thi s limirn
1
1
1
ion . "bTec hndica ll y compa1ibhle" in~
1
I
1
ud es, b_u1 is
11
no1 limited to, bthle •
understanding that the I-Ne! w1 not e use m an y wa y I at w, mt en uona y or unreasona y
interfere with !he signa l quality and !h e nonnal operation of Grante e's Subscriber Network. "Legally
compatible" includes , bu! is not limited to , !he understanding Iha! !he I-Ne! may no! be used for
Telec ommun ications Services unl ess by separate agreement betwee n the Grantee and Qualified I-
Net Users , and that the Qualified I-Net Users wilt not resell access 10 the I-Ne!; provided , however,
that th e Qualified I-Net Users shall have the right to provide for the internal switching, routing
and/or cross connection to Telecommunications carriers of its choice, for its nonn al voice and data
communications operations, unless expressly prohibited by State or federal law . In addition , the
Grantee and the City shall at all times provide such management of the I-Net as appli ca ble to ensure
th e necessary protection of proprietary I-Net signals.
10.2 Qualified I-Net Users
The I-Net will be for the use of the City and any Qualified I-Net Users. Qualified I-Net
Use~ are any of the following which are passed by the Cable System and located in the Franchise
Are.•. (i) the City and its agencies , other governments and their agencies , public libraries , and all
St at, -ac credited public sc hools, and (ii) other entiti es that Grantee and the City agree in the future
rm ;· ,1sc th e I-Ne t.
10.3 I-Net Use
(A) Caorio11ed J lse of tbe I-Net Th e City is hereb y granted the irre vo cable right of •
continu~d use of the I-Ne! described in this Franchise, during the tern1 of this Franchise. u: at any
poi nt , Grantee ceases io operate or maintain the I-Net, due to abandonment, revocation or for any
other re aso n. the City may operate and maintai n th e I-Net and shall have an absolute right to obtain
access to and util ize an y Grantee fa ciliti es or equipment required 10 do so.
(B) Appropriate uses of the I-Net include , by way of ex ample and not limitati on:
( 1) High-speed tran smi ssion of GIS and other data lo and from City departments
and to and from otl1er Qualified I-N e! Users;
(2) Tran smitting live and stored instructi onal materials (whether in the fonn of
data_ video or othetwise) for dislan cr learning an d sta ff training purpos es to and from
Qu alifi ed I-Net Use rs ;
(3) Provirling videoconferencing among muni cipal and educational locations
an d 10 OL'ier locations for municipal and educational purposes;
(4) Linking public libraries and providin g tcnninal s at library locations th at
all ow members of the public Iv access libraryda1ab ases and oth er remote databases ;
(5) Providing fo r remote originati I of Ac cess programmin g;
(6) Facilitating connection s for tel ephone systems , sec urity syst ems and other
3 1
ENG LEWOOD/AT&T
•
•
•
critical public entity communications applications, so long as such systems are not
providing Telecommuni cations Service s.
10 .4 I-Net Components
Within ninety (90) da ys of receiving a requ e5 t f om Gra111ee, the City will del iver to Grantee
a document which specifies sites the City desires to be served by an I-Net and the performanc e
specifications needed at each site, such as capabilitie5 for bi-directional video , voice, and low-and
high-sp eed data communications . The following I-Net components are available and w;ll be
selected by the City in cooperation with the Gr111tee in order to ensure th e most efficient and cost-
effective I-Net options , The parties intend that the initial construction of the I-Net will be perfonned
cr>ncurre 11tly with the Upgrade of Grantee's Sub scriber Network to the greatest extent possible.
(A) lorrcmcnt:Jl Backbone An "Incremental I-Net Backbone'' means those Fiber Optics
which are inteb'Tilted into the Fiber Optic portion of the Grantee's Subscriber Network, from the
Headend to each Node in the City, as constructed dunng the Upgrade outlined in subsection 12.1 of
this Franchise , and will be owned and maintained by the Grantee. The number of Fiber Optic lines
constructed from th~ Headend to each individual Hub , and from each Hub to each individual Node,
shall be depend ent upon the I-Net locations and uses determined by the City. Based on the I-Net
specification s determined by the City in cooperation with the Grantee, the Fiber Optics constructed
may be dedicated for I-Net uses , or the I-Net signals may be multiplexed over shared Subscriber
Network and I-Net Fiber Optics and related electronics in order that the shared Fiber Optics and
related electronics may be used by the Grantee for other purposes in addition to the I-Net.
Should the City require any separate backbone electronics to be installed by the Grantee at
the Hub or Node locations of the Grantee 's Subscriber Network, the Grantee shall own and
maintain such electronics , and Grantee shall install sam e during the construction of the incremental
Fiber Optic construction period . Alternativel y, if the City wants to own these separate backbone
electronics, th e City and the Grantee shall enter into a separate agreement for the Grantee to
maintain such components. If the City wants such equipment rerumed to it at any time, it shall
given written notice to the Grantee , and Grantee shall return such equipment to the City .
(B) Separate Backbone A "Separ~te I-Net Backbone" means those Fiber Optics and
related electronics which are in separate sheaths and not integrated int o the Fiber Optic portion of
the Grantee 's Subscrib er Network. Although the separate Fiber Optics and related electronic
component s will be constructed during the Upgrade outlined in subsection 12.1 of thi s Franchise to
the greatest ex tent possible, an y se parate I-Net bac kbone will be owned, operated and maintained
by the City. unless a separate business arrangement is made with Grantee .
(C) Naduo.1.NeLSi.t.e . Distribution from the Nodes to designated Qualified I-Net User
sites will be as directed by the City. The Qualified I-Net User will provide the route and the access
from the property line of the I-Net site into the fac ility. Efforts will be made by Grantee and the
City to ensure that the I-Net distribution system and drops share common path s with the Grantee's
Subscriber ~etwork where it is possible to do so , in order to minim ize costs to the Qualified I-Net
Users . This portion of th ~ I-Net will be owned and maintained by the Grant ee. unle ss otherwise
specified by the City .
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ENGLEWOOD/AT&T
(D) 1-Ner Site to I-Net Site In some lo cations , Grantee may be directed by the City to
constmct Fiber Optics between two I-N et sites. These I-Net components will be owned , operated
and maintained by the City, unless otherwis e requested by the City.
(E) lnteccoonection ta Existing City l11frastn1ct:ure . At some locations , Grantee may be
directed to Interconnect the I-Net to the City 's existing Fiber Optic infrastructure . The I-Net
components constructed by the Grantee may be owned, operated and maintained by either the City
or the Grantee , as specified by the City.
(F) Interconnection Between I-Net and the Subscriber Network . Grantee will provide
an Interconnection between the I-Net and the Sub sc riber Network at the Headend .
(G) Network Fqniprnw. Working in cooperation, the City and the Grantee shall
determine the network equipment th at is necessary for the operation of the I-Net from the Headend
lo the Demarcation Point at each I-Net sire (exc luding end user electronics), and Grantee shall
install this equipment at appropriate points on the I-Net. Gran • shall not install or be responsible
for any I-Net end user equipment past the Demarcation Point •less through a separate agreement
with the City ; provided , however, that Grantee shall provi .;hnica l ex peni s as necessary to
ensure that the end use r equipment is compatible wi th the 1-
10.S Determination of I-Net Costs
The City or Qualified I-Net Use r shall pay the following in return for Grantee 's construction
of the I-Net.
(A) Base Coostmction Cost The uBase Construction Cost" is the direct incremental
costs of labor and materials that Grantee incurs in the construction , installation, and initial testing of
the I-Net Fil-:r Optics, hardware and equipment , as spe cified below .
Costs of necessary materials , equ ipment and hardware to construct the I-Net from
the Node to each Demarc ation Point , or from Demarcation Point to Demarcation Point, and
any Separate I-Net Backbone constructed . Grantee will use the same procurement process
for obtaining Separate I-Net Fiber Optic s and related electronic components as it uses to
acquire similar materials for its Sub scri ber Network , to provide the materials to the City and
Qualified I-Net Users in the most cost-effecti ve manner; and
(2) The allocat ed ponion of an y additional Fiber Optics and electronics installed
on an Incremental I-Net Backbone ; and
(3) Payments made by Grantee to contractors spec ifically for I-Net construction;
and
•
•
(4) Wages and salaries of Gran tee's emplo yees performing construction of the I-•
Net, for such pan of their ti me as is employed specifically on the I-Net; and
33
ENGLEW OOD/AT&T
•
•
•
(5) Other costs incurred on the relevant ponion of the I-Net in the performance
of th e work if and to the exte~• approv ed in advance in writin g by th e Ci ty .
TI1e City shall not be charged fo r any indirect cost s, excep t that ten percent (10%) will
added to th e tota l of the costs specified in subsec tions 10.5 (A) (1)-(5) to cover th e compensatio n of
Grantee's employees and co ntractors who are inv olved in th e design of tl1e I-Ne t an d oth er I-Net
work whose time cannot be directl y measured agai nst th e project , as we ll as to cove r those
mi sce llaneou s expenses items which are not directly quantifiable Th is te n pe rcent (10%) figure
shall be part of the "B ase Co nstruction Cost."
(B) Ne nvmk Expen ses . For ponio ns of th e I-Net whic h are constructed inrrementally,
and th erefore are owned and maintained by the Grantee, '"I-Net Ne twork Expe:ises" shall be
ass um ed to be $500 per mile per year . For purposes of th is subsectio n I 0.5, I-N et Network
Expe nses include th ose expenses incu rred by Grantee in maintaining the con tinu ity of the I-Net
connecti vity ove· the incremental Fii,er Opti c backbone fro m the Headend, through the Hubs and
Nodes to the D< marcati on ?oints. I-N et Netwo rk Expenses inclu de the in cremen tal repair to
damaged l-Ne t Fi ber Optics , the cleaning of th e increme nt al I-Net Fiber Optic connec tors , testing of
the inc remental Fib er Optics se parate ly from the Subscribe r Network l'!ber Op tics, and th e
replac ement of, at th e Grantee 's sole cost , any fa ult y or damaged co mmon backbone electro ni cs
whi ch are required to maintain th e co ntinui ty ofl-Ne t co nnec tivity to the Demarcatio n Points .
In the event either party beli eves that th ese I-Net Ne two rk Ex pen ses are substantially at
varian ce with ac tu al expe nses, either party may initiate the amendment procedures descri bed in
sub sectio n 4.9 of thi s Franchise.
(C) Total Casis For pu rpose s of thi s Section, "Total Costs" means those described in
thi s subsec tio n I 0.5 (C). In add iti on to Base Constructio n Costs , Grantee shall be entitl ed to eight
percent (8 %) an nu al interest on th e Base Cons tru ctio n Co st (as identified in su bsection 10.5 (A)
above), calc ul ated from th e Acti vation Date (as defined in subsection I 0.6 (D) below) of eac h I-Net
site or I-et co mp one nt througl• the end of the Franchise Term . Gran tee shall also be entit led ton
fiftee n percent (15%) return on investm ent for eti ch I-Net co mponent constru cted that it will own
and mai nt ai n (w here the investment is th e Base Constructio n Cos t plus I-Net Ne twork Ex penses, as
defined above ) In the alt ernative, Gran tee shall be enti tl ed to a twenty percent (2 0%) return on
inves tm en t for e3c h I-Ne t compo nent constru cted that wi ll be owned , operated and maintained by
the City (w here the investment is only th e Base Cons tru cti on Cost). The City or any Qualifi ed I-Ne t
User has the opt io n to prepay any portion nf the Tota l Cost in order to reduce the interest pa,m ents.
10.6 Initial I-Net Construction
(A) Grantee shall , in co nsult ation with the Ci ty, inco rporate th e I-Ne t requirements
provid ed by the City pursuant to su bsection 10.4 into it s Upgrade design . As each phase of the
desi&'ll is co mp leted. Grantee shall provide the City with pre liminary Total Cos t estim ates pursu ant
to sub sectio n 10.5. and maps showing the proposed design and ro utin g, fo r eac h City identified l-
et sit e or I-Net compone nt . For purpo ses of this estimate , Grant ee will ca lcu late interest based on
month ly payments . The City shall have th irty (30) days from rec ei ving th e prelim in ary Total Cos t
34
ENGLEWOOD/AT&T
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estimates and maps to give final approval thereof to Grantee (exc luding permits and approvals •
required under applicable codes and ordinances), or th e Ci ty may require Grantee to make such
changes as may be required to ensure ~ial the design is consistent with the Ci ty's requirements. If
the City does not act within the thirty (30) day period , Grantee may pro ceed with the Upgrade of the
Subscriber Network for that phase and shall not construct the I-Net design submitted. The City
may later direct the Grantee to co nstruct that portion of th e I-Net in acco rdance with subsection
I 0 . 7. If the City orders changes to the design . the Ci ty sha ll have ten ( I 0) da ys from receiving th e
modified Total Cos t es timates and design to approve the same . lf the City does not act within the
ten ( I 0) day period , Grant ee may proc eed wi th the Upgrade of th e Subscriber Network for that
phase and shall not construct the I-Net design submitted. The City may later direct the Grantee to
constru ct that portion of the I-Net in acco rdance with subsection I 0. 7. The City shall act at all
times man expeditious manner so as not to dela y th e Upgrade to the Subscri ber Network.
(BJ The City may direct Grant ee to construct or not co nstruct any specific. portions or
segments of the I-N et , or change its eq uipm ent requirements, up to the point where Grantee begins
construction of th e Node area where such I-Net portion is located , and the parties agree that these
chan ges wi ll not delay the completion of the project or prevent Gran tee from comp leting r'1 e )-Net
initial constructio n as part of Grantee's Upgrade of its Sub sc riber Network. If the City wishes to
add or delet e sites or change its equrpment requirements after construction has commenced ,
Grantee will make the cl r nges and co mpl ete th em as part of the construction of the Subscriber
Network if th e City agrees to (i) pay an y additional co sts caused by the change order, in addit ion to
increment al costs; and (ii) provid e appropriate extensions of tim e under subsection I 0 .6 (D) below
in order to permit Grantee to make the change in ai. ord erl y fashion. After rec riving a request for a •
change order, Grantee promptl y will provide the City es timate of the Total Costs includin g th e
requested changes, and any time extensions th at ,,ould be re quired if the cha,ge were made. lfthe
City then directs Grantee to proceed with the change, Gran tee will make the chan ge .
(C) If Grante e proce eds with th ~ ordering of materials and Upgrade of its Subscriber
Network in a particular phase witho ut acco mmodating the City's I-Net requirements , then , to the
extent that th e City is n0t at fault , Grantee shall subsequentl y, upon a sc hedule determined by the
City in consultation with Grantee , des ign and co nstruc t such improvements as are necessary to
accommoda te th e Ci ty's I-N et requirement s at a cost to the City no greate r than what wou ld have
be en the incremental cost of acco mmodating tho se requirement s as a part of the Subs criber
Network Upgrade . Under no circumstances will the City be co nsid ered at fault if it meets the
deadl in es estab li shed in this subsection .
(D) Ac.l.i.l!.JJ.ia . The initial constru cti on of the I-Ne t shall be substantially completed
concurrent wi th Grant ee's co mpl etion of the Sub sc rib er Ne twork Upgrade. More parti cularly, as
construction of th e Upgraded Subsc riber Network is compl eted in a geographic area served by a
Node, I-N et wo rk within that geographic area will also be compl eted and the I-Net Activated within
six (6) months thereafter. For purposes of this subsection , I-Net Acti vation shall mean that all the
neces sm, eq uipment to Activate the I-Ne t si te or component has been installed and tested in
acco rdan ce with sub sec tion I 0.6 (E) below by Grantee , exc ludin µ the installat io n and Activation of
any end use r equipment requi red to utilize the I-Net.
(E) Initial I-Ne t Fiber Optic Irstiog l Craification All I-N et Fib er Optics installed
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ENGLEWOOOIAT&T
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•
either on an incremental build or se parate build wi ll have OTDR testi ng performed, aud OTDR
printouts will be included in the final documentation package to certify that an [. :-let location is
deemed Activated. Spec ifically, the I-Net Fiber Optics will be te sted for end -to-end attenuation at
both 13 10nm and 1550nm, using an optical power source and optical power meter. Tests will be
performed after the connectors have been installed and will be from the jumper side of the
termina,io n panel bulkhead connector, at the Fiber Optic ori ginatio n point and through and to the
jumper side of the bulkhead connec tors at each I-Ne t location's Demarcation Point Fiber Optic
termination panel. Maximum loss will not exceed manufacturers' passive cab le system attenuation,
adjusted for cab le length, splice loss and connector loss. Minimum optical receiv e power will not
fall below what is necessary for any particular I-Net service based on the manufacturers' minimum
input specifications for the end user eq uipment. The max imum connector pair loss is assumed to
be .5dB .
(F) Nothing in this Franchise shall be read to preve nt the parti es from agreeing to
difforent proce dures for I-Net construction as long as those procedures permit the I-Net to be
constructed efficie ntl y and cost-effectivel y. Consis\ent with this go al , it is the intent of the parti es
to cooperate to minimize any delay in the Subscriber Netwo rk Upgrade while providing sufficient
time to permit tl1e City to review and approve design plans and cos t es timates .
10.7 Future I-Net Construction or Upgrades
Grantee and the City shall cooperate in investigating and considering optl-.'ns for upgrades
IP the I-Net. The City may direct Grantee to upgrade the I-Net or co,;struct additionol I-Net plant at
any time , or to add , remove or replace I-Ne t equipment at any time throughout the initial term of
this Franchise and any extension thereof. After receiving a request for additic-·.,al I-Net work,
Grantee promptly will provide the City an estimate of the Total Costs associated with the additional
work . If the City then directs Grantee to perform the work . Grantee will perform it. After the
completion of the initi al I-Net construction , any such work shall be performed and completed
within six (6) months after the City directs tliat the work be performed , unl ess the parlies agree to a
different completion date .
10.8 Warranties/Acceptance
The acce ptance of any component of the I-Ne t. or reimbursement therefo re, shall not waive
any defect in the work or con stitute acceptance of work or equipment not in compliance with the
applicable design and specifi cation requirements. G ntee sha ll provide in its contracts for
warranties of the wo rk and equipment satisfactory to the City and will provide for the enforcem~nt
of such warra.1ties and for the correction of work or equipment not provided in accordance 1v1th
applicable desi!,'11 and specification requirem ent s or which is otherwis e defective.
10.9 Paym ent
(A) Eomulf.lmmiJ:c. Follow :ng the Activation of each I-Net sit e or com p nent of the 1-
Net , Grantee shall prepare and submit (i) a payment schedule for the Total Costs. including detail
on the Base Construction Costs, I-Net Netwo rk Expenses and financing charges pursuant to
subsection 10.5 and as may be rea.;onably required by the City; and (ii) a certificate th at the work,
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ENGL' WOOD /AT&T
materials and eq uipm ent for whi ch pa yment is requested has been incorporated in the I-Net and
Activated in accordance with sub sec tion I 0.6 (D). City shall have the option of paying on either a
monthly or on annua l bnsis .
(B) l?.a)anew . Payment for each compone nt of the I-Net shall be made by the City or by
Qualified I-Ne; U,~rs . ::~ dctcnnincd by the it y, unle ss prepaid in acco rdance with subsection
10.5. At it s discretion , the City may use th e npital Co ntribution s spec ifi ed in subsections 9.1 and
9.2 for payment of the 1-et cos ts.
10.10 I-Net Service and Performance Standards
Grantee sha ll on ly be responsible for nceting the se service and perfonnmce standards on
the portion of th e I-Net whi ch it ow ns and maintain s.
(A) Signal Qual uy The following standard s presume that the I-N et wiH be constructed
solely of Fiber Optics le> the Demarcation Point at each Qua lified I-Net User sit e, and that the I-Net
wi ll operate in an analog fotmat up to 550 MH z, and in a digital format from 550-750 MHz. If the
I-Net incorporates any coaxial cable or the bandwidth is used in a different mann er than described
above, the partie .; will negotiate in good faith to modify these ,tandards as appropri ate to the
circum stances. Yhe I-Net shall achieve performance stand ards li sted below under worst-case
cond iti ons for c,mmunicatioils occurring betwe en one Demarcation Point and any other
Demarcation Poin1.
(I) No ise . The I-Net wi ll not add more than 4d8 carrier-to-noise to
transmissions, as measured from one Demarcation Point to another . Signal-to-noise or
other interference measureme nts will be subs titut ed fo r thi s standard where appropriate.
(2) Data Comm unic ations -For any data co m11m11ica1i ons link on th e I-Net , the
bit error ra tio (BER) shall be equal to or belier than I x IO to th e minus 9.
(J) Availability -For each Qua lifi ed 1-, et Us er on the I-Net , I-Net avai lab ili ty
sha ll be equa l to or belier than 99.965 % (no nll'rc than 184 mi nutes of I-Net downtime per
Qua lifi ed I-Ne t User) as meas ured on an an nu al b;\Sis .
(4) The I-Net shall be defined as "unav,;':•,11> c" or as an "I-Net Outage" under
the standards in this subsection for any given Quali fi ed I-Ne t User when such Qualified I-
Ne t Lisc r:
(a) Cannot , because of an I-Net Problem , measured by SNMP software
or other apprup riate software and associated hardware , or through a failure ~f a
Grantee-provided Interconnect , transmit video , voice and/or data communications
to, from , and/or on the I-N et;
•
(b) Experiences, due to an 1-.~et Problem, video , voice, and data •
transmissions that arc below the standards sc i fort h in this sub sec tion ; or
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ENGL EWOOD /AT&T
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•
(c) Exi,eriences, due to an I-Ne t Problem, a data communications packet
loss of greater than ten percent ( I 0%).
(5) F01 pur1,oses of this subsection, 311 I-Net Problem is defined as those that
result from the failure of ooy Grantee-provided I-Net component .
(6) For purposes of this subsection , I-Net Problems shall not include:
(a) Infrequent scheduled preventative maintenanc e as long as Qualified
I-Net Users are notified in advance ; or
(b) Those caused by force majeure , as set forth in subsecti on 4.12 of this
Franchise .
(B) Senrice Response
(I) Maintenance -Grantee shall be r~sponsible for the ongoing maintenance and
performance of the I-Net from the Demarcation Point within a facility through the I-Net,
including the Headend. R<'uline and preventative maintenance shall be performed on the I-
Net to ensure th at it meets all performance criteria detailed herein. Qualified I-Net Users
shall have at least ten (10) business days advance notice of routine and preventative
maint~nance activities th at may affect operation of their I-Net circuits .
(2) Demand Maintenanc e/Service and Repair -Respcnse to I-Net Problems
shall occur at all hours (24 X 365). Appropriate Grantee technical support shall respond
and actively begin working on I-Net Problems within one (!) hour of either :
(a) Grantee identi fyi ng such I-Net Problem , or
(b) Grantee receiving a ca ll fru .n a Qualified I-Net User reporting an I-
Net Problem .
Grantee shall work continuously um;I the problem is resolved . If it is determined
th at the I-Net Problem is caused by the Qu aliGcd I-Net User's equipm ent or software, then
the Qu alified I-Net User shall correct the p"Obiem such that other Qualified !-Net Users are
no longer affected. If the Qualified I-Net 'User does not correct \be problem , then Grantee
may di sconnect the affected site from the I-Net until such time as the eqt•ipment or software
is repaired .
(3) Staff Support -Grantee shall provide an appropriate complem ent of
administrative , Headend and field personnel at a'' tim e-a to meet the performance cnteria
detailed herein .
(4) Servi~e Call Processing and Tracking -Grantee will establish .:,echanisms
and pro ced ures for all Qualified I-Net Users to quickl y and easily report I-Net Problems .
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ENGLEWOOD/AT&T
All trouble or service ca ll s will be documented, proce ssed and comp leted in an expedie nt •
manner. The Grantee wi ll provide in-house and/or contrac tor staff; spare and backup
Headend and dis tri butio n equ ipm ent; test and maintenance eq uipm ent ; and additio nal
sup pon as nl!cessary to ensure that th e I-Ne t perfonn s reliab ly in accordance wi th all
standards detailed herein .
(C) Pe cfo anao ce Tes ting Proof of per fo rrn<11ce testing wi ll be cond ucted on the I-Net
two tim es per year, no less frequently than every six months . A minimum of one (I) lest point
loca ti on per twenty (20) I-Net si tes will be esta bli shed for th e. I-Net whic h arc representati l'e of
worst-case performance of the I-Net. A represe ntative sampling of Acti vated Upstream and
Downstream bandwidth shall be tested at each tes t point location . Testi ng shall be performed to
ensure compliance with th e I-Net performance specifications included in subsection I 0.1 0 (A)(!)
and (2). Tests sha ll be perfoi"'!led usin g stan dard test method ologies as inc,o rporated in th e most
recent versio n of the NCTA ' Recomme nd ed Practices for Me as uremen: on a Cab le Tele visio n
System , or another test methodology as mutuall y agreed to by th e City and Gran tee . All tests will
be doc um ent ed and, upon request, filed with th e City. At the City's req uest, all tes ting processes
will be conduc ted under the observation of a rep resent ative from the City.
SECTION 11. GENERAL RIGHT-OF-WAY USE AND CONSTRUCTION
I I. I ,,11 to Co nstruct
Subject lo applicab le laws, reg ul at ion s, mi es, reso lu tions and ord inanc e.s of the City and the •
provisions of this Franchise, Grantee may perform all constmction in th e Right s-of-Way fo r any
facili ty needed for th e maintena.,ce , Upgrade or exte nsion of Gran tee's Cable System.
I 1.2 Righi-of-Wa y Meetings
Grantee will reg ul arl y atte nd and panicipate in meetings of th e City, of whi ch the Grant ee is
made aware, re gard ing Right-of-Way iss ues th at ma y impact th e Cab le System .
I 1.3 Joint Trenching/Boring Meetings
Grant ee wi ll regu larly attend and panicipate in planning meet in gs of the City, of which the
Grant ee is made aware. to an1icipate joint trenching and bori ng. Whenever it is possible and
reasonabl y practicable to joint trench or snai e llores or cuts, Grantee shall wo rk with other
providers , li censees , pem1i1ees . and franchisees so as to reduce so far as possible the number of
Right-of-Way cu ts wi th in th e City.
11 A Gener al Standard
All work authorized and required he reunde r shall be done in a safe, thorough and
workman lik e manner. All installations of eq uipm en t sha ll be permai1ent in nature, durable and
insta ll ed in ac cordance wi th good engi neeri ng practices . •
I J.S Permits Required for Construction
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ENGLEWOOD /AT&T
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Prior to doing any work in the Right-of Way or other public property, Grantee shall appl y
for , and obtain. appropriate pennits fr om the City. As pan of the pennitting process , the City may
impose such conditions and re!,'Ulations as are nec essary for the purpose of protecting any structures
ir. such Rights-of-Way, proper restoration of such Righ ts-o f-Wa y and structures , the protection of
the public, and the continuity of pedestrian or vehicular traffic . Such conditions may also includ e
the provi sion of a construction schedule and map s showing the location of the facilities to be
installed in the Right-of-Way. Grantee shall pay all applicable fees for the requisite City permits
received by Grantee .
11.6 Emergency Permits
In the event that emergency repairs are necessary, Grantee shall immediately notify the City
of the need for such repairs . Grantee ,nay initiate such emergency repairs, and shall apply for
appropriate pennits witllin fony-eight ( 48) hours after discovery of the emergency.
I I. 7 Compliance with Applicable Codes
(A) City Coasrrncrioa Codes . Grantee shall co mply with all applicable City
construction codes, including, without limitation. the Unifonn Building Code and other building
codes , the Unifonn Fire Code , the Unifonn Mechanical Code, the Electronic Industries Association
Standard for Physical Location and Protection of Below-Ground Fiber Optic Cable Plant, and
zo ning codes and regulations .
(B) Tower Speci6catioas . Antenna supponing stru crures (towers) shall be designed for
the proper loading as specified by the Electronics Industries Association (EIA), as those
specifications may be amended from time to tim e. Antenna supponing structures (towers) shall be
painted , li ghted , erected and maintained in accordance witl1 all applicable rules and regulations of
the Federal Aviation Administration and all other applicable federal, State, and local codes or
regulations .
(C) Safel:).....Cad. Grantee shall comply with all federal, State and City safety
requirements rules , regulations, laws and practices , and employ all necessary devices as required by
applicable l•w during construction , operation and repair of its Cable System. By way of illustration
and not limitation , Grantee shall comply with th e Nation al Electric Code , National Electri ca l Safety
Code and Occupational Safety and Health Adminisn·ation (OSHA) Standards .
11.6 GIS Mapping
Grantee shall comply wi th any generall y applicable ordinances, rules and regulations of the
City regarding geogra phic infonnation mapping systems for users of the Rights -of-Way.
• I 1.9 Minimal Interference
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ENG LEWOOD /AT&T
Work in 1he Righi-of-Way, on olher public property, near public property, or on or near
privale property shall be done in a manner .hal ca uses th e leas t interference with the righ ts and
reasonable convenience of property own~rs and residents. Grantee's Cable System shall be
constructed and maintained in suc h manner as nol 10 interfere with sewers, water pipes , or any other
property of the City, or with any other pipes , wires, conduits, ped es tals , structures, or other facilities
th at may have been laid in the Rights-of-Way by, or under, the City's authority. The Grantee's
Cable Sys 1em shall be located, creeled and maintained so as not lo endar,ger or interfere with the
lives of Person s, or to interfere with new improvements th e City may ,j eem prop er to make or to
unnecess aril y hinde r or obstruct th e free use of the Rights-of-Way or other publi c property, and
sha ll not interfere wi th the trav,I and use of public pl aces by th e public during the construction,
repair, opera lion or rem tval thereof, a·'.d shall no1 obstru cl or impede lraffic . In the event of such
interference, the City may require the rem ova l or reloc ation of Grantee's lin es, cables , equipment
and other appurtenances from 1he property in qu es tio n at Grantee 's expense.
I 1.10 Prevent Injury/Safety
Grantee shall provide and use any equipment and fadlit ;es necessary to control and carry
Grantee's sign als so as to prevent injury to th e City's property or property belonging lo any Person .
Grantee , at ils own ex pen se, shall repair, renew , change and improve its faci lities to keep them in
good rep , ;r. and safe and presentable condition . All excavations made by Grantee in the Rights-of-
Way sh3il be properly safeguarded for lh e prevention of accidenls by lh e placement of adequate
barriers , fenr.es or boarding, the bounds of which , durin g periods of du sk and darkne ss, shall be
clearly desigrmted by warning lights . •
I I. 11 Hazardous Substances
(A) Grantee shall comply with any and all applicable laws , ~tatutes , regulations and
orders concerning hazardous subs1ances relatin g to Grantee's Cable Syste m in the Rights-of-Way.
(B) Upon reasonable notice to Grantee, the City may inspect Grantee's facilities in the
Rights-of-Way tr. determine if any release of hazardous substanc es has occurred, or may occur,
from or related .o Grantee's Cable Sys tem . In removing or mod ifying Grantee's facilities as
provided in thi s Franchi se, Grantee shall also remo ve all residue of hazardous substances related
thereto .
(CJ Grantee agrees to indemni fy the <:ity against an y claims, costs , and expenses, of any
kind , whether direct or indirect , incurred by th e City arising ou t of a rel ease of hazardous substances
caused by Grantee's Cable System .
I 1.12 Locates
Prior 10 doing any work in the Right -of-Way, Grantee shall give appropriale notices to the
City and to the notification association ostablished in C.R.S. Section 9-1.5 -105 , as such may be
amended from time to time.
Within forty-eight ( 48) hours after any City burea u or frnnchisee. licensee or permitee •
notifies Grantee of a propo sed Right-of-Way excavation, Grantee shall , at Grantee's expense:
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ENGLEWOOD/AT&T
• (A) Mark on the surface all of its locat ed und ergro und facilities within the area of tl1 e
proposed excavation ;
(B) Noti1 , the exc avator oi an y unl ocate tl und ergco und faciliti es in the area of the
propo sed excavation: or
(C) Notify the excavator that Grantee does not have any underground facilities in the
vicinity of the propo sed ~xcava 1ion .
I 1.13 Notice to Private Property Owners
Grantee shall give notice to private prop erty owners of work on or adjacent to private
property in accordance with Exhibit B: Customer Service Standards , as the same may be amended
from time 10 tim e by the Ci ty Council acting by Ordinance.
I 1.14 t;ndcrground Construction and Use of Poles
(A) When required by general ordinances, resolutions , re gulations or rules of the City or
ap plicable State or federal law , Grantee's Cable System shall be placd underground at Grantee's
expense unless funding is generally available for suc h relocation tc' all users of the Rights-of-Way.
Placing facilities underground does not preclude th e use of ground-r.1ounted appurtenances.
(B) 'Nh ere elcclric , telephone, and other ab ove-ground utilities are installed
underground at th e time of Cable System construction , or when all such wiring is subsequently
placed underground . all Cable Sys tem lines sha ll also be placed underground with other wireline
service at no expense to the Ci!y or Subscribers unless funding is generally available for such
relocati on to all users of the Rights-of-Way. Related Cahle System equipment, such as pedestals,
must be placed in accordance with the City 's app licable co de requirements and rules . h1 areas
wh ere either eleclric or telephone utility wiring is aerial , the Grantee may insL1II aerial cable, excep t
when a property owner or resident requests und erground insta:Jation and agrees to bear the
additional cost in excess of aerial installation.
(C) The Grantee shall utili ze existing poles and conduit wherever possible .
(D) In the eve nt Grantee cannot obtai .1 the necessary poles and related facilities pursuant
to a pol e anachment agree ment , anct only in such event, then it shall be lawful for Grantee to make
all needed excavations in the Rights-of-Way for the purpos e of placing, erecting, layi ng,
maintaining, repairing, and removing poles , supports for wires and conductors , and any other
facility needed for the maintenance or extension of Grantee's able System. All poles of Grantee
shall be located as designated by the proper City authorities.
(E) This Franchise does not grant, give or convey to th e Gran tee the right or privilege to
install its facilities in any manner on specific utility poles or equipment of the City or any other
Person . Co pies of agree ments for the use of poles , conduits or other utility facilities musi be
pro vided upon request by the City.
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ENGLEWOOD/t.T&T
(F) The Grantee and the City recognize that si tua1ions may occur in the future where the
City may desi re to pl ace its own cable or conduit for Fiber Optic ca ble in trenches or bores opened
by the Grantee. The Grantee agrees to coo pera te with tl1e City in any construction by the Grantee
that involves trenching or boring, provided that the City has first notified th e Grantee in some
manner that it is interested in sharing the trenche s or bores in the area where the Grantee's
construction is occurring. The Grantee shall allow the City to lay its cable, conduit and Fiber Optic
cable in the Grantee's trenches and bores , provided the City shares in the cost of the trenching an d
boring on the same terms and conditions as th e Grantee at th at tim e shares the total cost of trenches
and bores. The City shall be responsible fo r mai ntainin g its respective cable, conduit and Fiber
Optic cable buried in the Grantee's trenches and bores und er thi s paragraph .
I I.IS Undergrounding of Multiple Dwelling Unit Drops
In cases of single site Multiple Dw ellin g Unit s, Grantee shall minimize the numb ~'!' of
individual aerial drop cables by installing multiple drop ca bles underground between the pole and
Multiple Dw elling Unit where determined to be technologically feasible in agreement with the
owners and/or owner's association of the Multiple Dwellin g Units .
I 1.16 Burial Standards
(A) lli:p1bs. Unless otherwise required by law , Grantee shall comply with the following
burial depth standards . In no event shall Grantee be required to bu ry its cable deeper than electric
or gas facilities in the ~ame ponion of the Right-of-Way :
Underground cable drops fro m the curb shal , be buri ed at a
minimum depth of twelve ( 12) inches , unless a s;,ri nkler sys tem or
other co nstru ction concerns preclude it , in which case, underground
cable drops shall be buried at a dep th of at le ast six (6) inches .
Feed er lines shall be buried at a minimum depth of eighteen ( 18) in ches .
Trunk lines shall be buri ed at a minimum depth of thirty-six (3 6) inches .
Fib er Optic cable shall be buried at a minimum dep th of thirty-six (36) inches .
(B) Ii.mcliness.. Cable drops installed by Grantee to residences shall be buried
according to th ese standards within one calendar week of initial installation, or at a time mutually-
agreed upon between the Grantee and the Subscriber. When free zing surface conditions prevent
Grantee fror., ac hieving such timetable, Grantee shall appri se the Subscriber of the circumsta,,ces
and the revised sc hedule for burial , and shall provide tl1e Subscriber with Grantee's telephone
number and instructions as to how and when to ca ll Grantee to reouest burial of the line if the
revised schedule is not met.
11.17 Elect ,ical Bonding
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ENGLEWOOD /AT&T
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Grantee shall ensure that all cab le drops are properly bonded to the electrica l power ground
at th e home , consistent wi th app li cable code requirements. All non-con fo rming or non-performing
cable drops shall be repl aced by Grantee as necessary.
11.18 Prewiring
Any ordinance or resollllion of the City which requires prewiring of subdivisions or other
de velopme nt s for electrica l and telephone serv ice shall be construed to inc lud e wiring for Cab le
Systems.
11.19 Rep air and Res toration of Property
(A) TI1e Grantee shall protect public and pri va te property from damage. If damage
occurs , the Grantee sh 111 promptly notify th e property owner within twenty-four (24) hours in
writing .
(B) Whenever Grantee disturbs or damages any Right -of-Way, other public prope rty or
any priv ate property, Grantee sha ll promptl y restore the Right-of-Way or property to at least its
prior condition . normal wear and tear excepted . at its own expense .
(C) Biglus -a(-W ·iµwd...Dtbec P11bli c Pmperty Grantee shall warrant any restoration
work perfom1ed by or for Grantee in ~.e Right-of-Way or on other public property for one (I) year .
lfrestoration is not sa tisfactorily performed by the Grantee within a reasonable time , the City may,
after pri or noti ce to the Grantee, or without notice where the disturbance or damage may create a
risk to public hea lth or safety, cause the repairs to he made and recover the cost of those repairs
from the Grantee . Within thirty (30) days of receipt of an itemi zed list of those costs , inclu ding the
cos ts of labor. material s and equipment, the Grantee shall pay the City.
(D) Private Pmperty Upon completi on of the work which caused any disturbance or
daniage. Grantee st all promptly commence restoration of private property, and will use best efforts
to comp lete the rei !oration withi n seventy-two (72) hours , considering the nature of the work that
must be performed. Grantee sha ll also perform such restoration in accordance with Exhibit B:
Customer Service Standards, as the same may be amended from time to time by the City Cou ncil
acting by ordinance.
I 1.20 i.lse of Con duits by th e City
T\•c C[ty may insta ll or affix and maintain wires and equipment owned by the City for City
purposes :11 ~r upon any and all of Grantee's ducts. conduits or equipment in the Rights-of-Way anti
oth er publi c places, without charge to the City, to the ex tent space therein or thereon is reaso nab ly
avai lable. and pursuan t to all applicab le ordi nan ces and codes. For the purposes of this subsection ,
"City purposes" includes, but is not limited to , the use of the strJctu res and installations for City
fire , police, traffic , water, telephone, and/or signal systems . but not for Cab le Service in compe tition
with Grantee. Grantee sha ll not deduct th e value of such use of its facilities from its Franchise Fee
payments or fro m oth er fees payable to the City.
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ENGLEWOOD/AT&T
11.21 Common Users
(A) For the purpose s of this subsection :
(I) "Allachment" means any wire , optical fib er or other ca ble , and any related
device , apparatus or auxiliary equipment, for the pcrpose of voice , video or data
tran smis sion .
(2) "Conduit" or "Conduit Fac ility" means an y structure , or section thereof,
containing one or more Ducts , conduits. manholes, handhole or other such facilities in
Gmntee's Cable Sys tem .
(3) "Duct" means a single encl osed raceway for ca bles , Fib er Optics or other
wires.
(4) "Licensee " means any Perso n licen sed or otherwise perrrJtted by the City lo
use the Rights -o f-Wa y.
(5) "Surplus Ducts or Conduits" are Car.du,: Facilities other than those occupied
by Grantee or any prior Licensee , or unoccupied Duct !, held by Grantee as emergency use
spares. or other unoccupied Ducts that Grantee reaso nabl y expects to use within two (2)
years from the date of a reque st for use .
(8) Grantee acknowledge s that the Rights-of-Way have a finite capacity for containing
Conduits . Therefore , Grantee agrees that whene ver the City determines it is impracticable to permit
construction of an underground Conduit system by any other Perso n which may at the time have
authority to construct or maintain Conduits or Ducts in the Rights-of-Way, but excluding Persons
providing Cable Services in competition with Grantee, the City may require Grantee to afford to
such Person the right to use Grantee's Surplus Ducts or Conduits in common with Grantee, pursuant
to the terms and condition s of an agreement for use of Surplus Ducts or Conduits entered into by
Grantee and the Licensee . Nothing herein shall requ ire Grante e to enter into an agreement with
such Person if, in Grantee 's reasonable determination , such an agreement could compromise the
integrity of the Cable System .
(C) A Licensee occupying part of a Duct shall be deemed to occupy the entire Duct.
(D) Grantee shall give a Licensee a minimum of one hundred twenty ( 120) days notice
of it s need to occup y a licensed Conduit and shall propose that the Licensee take the first feasible
action as follows :
(I) Pay revi se d Conduit rent designed to recover the cost of retrofitting the
Conduit with multiplexing, Fiber Opti cs or other space-saving technol ogy sufficient to meet
Grantee's space needs ;
(2) Pay revised Conduit rent based on the cost of new Conduit constructed to
meet Grantee's space needs ;
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ENGLEWOOD /AT&T
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(3 ) Vacate th e needed Du cts or Co nduit ; or
(4) Co nstruc t and maintain sufficie nt new Co nduit 10 mee t Grantee's space
nee ds.
(E) Whe n two or more Licensees occ upy a sec tio n of Co nduit Fac ility, th e last Licensee
to occ upy the Co nduit Facility shall be th e firs! 10 vacate or construe! new Co nduit. When Conduit
renl is revised beca us e of retro fittin g, space-saving lechnology or co nstru cti on of new Co nduit , all
Licensees shall bear the inc~eased cost
(F) All Attachments shall meet loca l. Stale, :m d federal clearance and other safety
req uirements, be adequately gro und ed and anchored, and meet the provisions of contracts executed
between Grantee and the Li ce nsee . Grantee may, at its option, correct any attachment defic iencies
and charge th e Lic ensee fo r its costs. Each Licensee shall pay Gra111 e~ for any fine s, fees, damages
or other cos ts the Li censee's attac hments cause Grantee lo incur.
(G) ln order to enforc e the provi sio ns of this subsection with res pec t to Grantee, th e City
must demon strate that it has requ ired that all s,.:1ilarly situ ated users of the Ri ghts-of-Way to
comply with the pro visi ons of thi s subsection .
11.22 Acquisition of Facilities
Upo n Gran tee's ac qui si tion of facilities in any City Ri ght-of-W ay, or up on th e additio n lo
the City of any area in which Gran tee owns or operates any facility , Gran tee shall , at the City's
requ es t, submit to th e City a statem ent describing all facilitie s involved , whether authorized by
franchise , permit, lic ense or oth er prior right , and specifying the locali on of all such facilities to the
extent Grantee has po ssess ion of such infomiati on. Such facilities shall immedi ate ly be subject to
the terms of thi s Franch ise.
11.23 Discontinuing Use/Abandonment of Coble System Fad.li lies
Whenever Gran ee intends to discontinu e usin g any facili ty within th e Rights-of-Way,
GrJ11lee shall submit for th e City's approval a co mplete description of th e facility and the d, e on
which Grantee intends to discontinue usi ng th e fac ility. Grantee may remove th e facility or re ,,est
tliat the City permit it tu ~~rt1ain in place . No twith st andin g Grant ee's req uest th at any such fact ty
remai n in pl ace, th e Ci ty may require Grantee to remove the faci lity from the Right-of-Way or
mod ify the facility to prot ec t th e public health , welfare , safety, and co nve ni en ce , or otherwise serve
the publi c interest. The City may require Grantee to perform a co mbination of mod ification and
remov al of the facilit y. Grantee shall complete such removal or modific ation in accordance with a
sc hedul e se t by the City . Until such tim e as Grantee removes or modifies th e facility as directed by
the City, or until the ri ght s to and responsibility fo r the facility are accept ed by another Person
having auth ori ty to construct and maintain such facility , Grantee sh.a ll be responsible for all
necessary repai rs and relocations of th e facility, as well as m .. intenanc e c f the Right-of-W ay, in the
<a e mar, er and degree as if the faci lit y we re in ac tive use. and Grantee shall retain all liability for
,uch facihty . If Grantee abandon s its facilities , th e City may cho ose :o use such fac iliti es for any
46
E GLEWOOD IAT&T
purpose whatsoe ver including, but not limited tu , Acce ss purpo ses.
11.24 Movement or Cable System Facilities For City Purposes
The City sh all have the right 10 require Grantee to relocate , remove, replace , modify or
disconnect Grantee's faci liti es and equipment located in the Rights-of-Way or on any other property
or the City in the event of an emergency or when reasonable public convenience requires such
change (for examp le, without limitation , by reason of traffic conditions , public safety, Right-of-
Way vacation . Right-of-Way construction, change or estab li shme nt of Right-of-Way grade ,
installation of sewe rs , drains, gas or water pipes , or an y other types of structures or improvements
by the Ci ty for public purposes). Such work shall be performed at the Grantee's expense . Except
during an emergenc y, the City shall provide reasonable notice to Grantee , not to be less than five
(5) business days , and allow Grantee with the opportunity to perform such action . In the event of
any capital improvement project exceeding $500 ,000 in expenditures by the City which requires the
removal , replacement , modification or disconnection of Grantee's faci liti es or equipment, the City
shall provide at le ast sixty (60) days' written notice to Grantee . Following notice by the City,
Grantee shall relocate, remove , replace , modify or disconnect any of its faci liti es or equipment
within any Right-or-Way, or on any other property of the City . If the City requires Grantee to
relocate its facilities located within the Rights-of-Way, the City shall make a reasonable effort to
provide Grantee with an alternate location within the Rights-of-Way. lf fonds are generally made
avail able to users of the Rights-of-Way for such relo cation, Grantee shall be entitled to its pro rata
share or such fonds .
lf the Grantee fails to comp lete thi n work within the time prescribed and to the City's
satisfaction , the City may cause suc h wo rk to be done and bill th e cost of the work to the Grantee,
including all cost s and expenses incurred by the City due to Grantee 's delay. In such event, the City
shall not be liab le for any damage lo any portion of Gran tee's Cable System . Within thirty (30)
days of receipt or an itemi zed list of those costs , th e Grantee shall pay the City.
11.25 Movement or Cable System Facilities for Other Franchise Holders
If any removal , replacement , modification or disconn ecti on of the Cable System is required
to accommodate the construc ti on, operation or repair of the facilitief or equipment of another City
franchise holder, Gmn tee shall , after at leazt thirty (30) days' adva.~ce •ritten notice , take action to
effect the necessary chan ges requested by the responsible entity. Grantee may require that the costs
associated with the removal or relocation be paid by the benefited party.
11.26 Temporary Changes £or Other Permitees
At the request or any Person holding a valid pe it and upon reasonable advance notice,
Grantee shall temporarily raise , lower or remove its wires as necessary to permit the moving of a
building, vehicle, equipmen t or other item . The expense of such temporary changes must be paid
by the permit holder, and Grantee may require a reasonable deposit of the estimated payment in
advance .
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11.27 Reservation or City Use or Right-or-Way •
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ENG LEWOOD/AT&T
Nothi11g in this Fr . .nchise shall prevent the City or publ ic utilities owned, maintained or
operated by public entit ies other than the Cit y fro m constructing sewers; grading, paving, repairing
or altering any Right --0f-Way; layi ng down , repairing or removing water mains; or constructing or
establishing any other public work or improvem ent. All such work shall be done, insofar as
practicable. so as not to obstruct, injure or prevent the use and operation of Grantee's Cable System .
11.28 Tree Trimming
Grantee may prune or cause to be pruned. using prop er prunin g practice s, any tree in the
City's Rights-of-Way which interferes with Grantee's Cable System . Grantee shall comply ·1ith any
general ordinance or regulations of the City re garding tree trimming . Except in emergencies,
Grantee may not prune trees at a point below thirty (30) feet above sidewalk grade until one (I)
week written notice has been given to the owner or occ upant of the premises abutting the Right-of-
Way in or over which the tree is growing. The owner or occupant of the abutting premises may
prune such tree at his or her own ex pense during this one (I) week period . lfthe owner or occupant
fai ls to do so , Grantee may prune such tree at its own expense. For purposes of this subsection,
emergencies exist when it is necessary to prune to prot ect the pub lic or Grantee's facilities from
imminent danger onl y.
11.29 Inspection of Construction and Facilities
The City may inspe r.t any vfGrantee's facilities , equipment or construction at any time upon
at least twenty-four (24) hours notic e, or, in case of eme rge ncy, upon demand without prior notice .
Th e City shall have the right ,o charge ge nerall y applicab le inspection fees therefor. If an unsafe
condition is found to exist , the City, in addition to taking any other action pennitted under
applicable law , ma y order Grantee, in writing, to make the necessary repairs and alterations
specified therein fonhwith to co rrect the un safe condition by a time the Cit y establishes . The City
has the right to correct , inspect , administer and repair the unsafe co ndition if Grantee fails to do so,
and tc charge Grantee therefor.
I 1.30 Stop Work
(A) On notice from the City that any work is being perfo nned contrary to the provisions
of this Franchise, or in an un safe or dan ge rous manner as det em1ined by the City, or in violation of
the terms of any applicable pennit, laws, regulations , ordinances, or standards , the work may
immediatel y be stop ped by th e City.
(B) The stop work order shall:
(I) '3e in writing;
(2) Be given to the Person doing the work , or posted on the work site;
(3) Be se nt to Grantee by overnight delivery at the address given herein;
(4) Indicate the nature of the alleoed violation or un safe condition; and
ENGLEWOOD/AT&T
(5) Establish conditions und er which wo rk may be resum ed.
11.3 I Work of Contractors and Subcontractors
Grantee's co ntractors and subcontractors shall be licen sed and bonded in accordance with
the City's ordinances , regulations and requirements . Work by co ntractors and subcontractors is
subject to the san1e restrictions . limitation s and co ndition s as if the work were performed by
Grantee. Grantee shall be respon sible for all work perfom1ed by its contractors and subcontractors
and others perfom1ing work on its hehalf as if the work were performed by it , and shall ensure that
all such work is perfonned in compliance with thi s Franchise and other applicable law , and shall be
jointl y and severally liable for all damages and correc tin g all damage ca used by them . It is
Grantee's responsibility to ensure that co ntract ors. subcontractors or other Person s performing work
on Grantee's behalf are familiar with the req uireme n!s of this Franchise and other applicable laws
governing the work performed by them .
SECTION 12 . CABLE SYSTEM CONFIGURATION, TECHNICAL STANDARDS AND
TESTINC.
12.1 Subscriber Network
(A) Grantee sha ll Activate the Cab le System bandwidth to at least 750 MHz and provide
•
Activated Two-Way capability throughout the Franchise Area, within five (5) years from the •
EfTectiv Date of this Franchise . If the Cable System is Upgraded pursuant to this subsection
within three (3) years of the Effecti ve Date , the term of this Franchise shall be extende by fiv e ( )
years. If the Cab le System is Upgraded pursuant to this subsection within four (4) years of the
EfTecrive Date, the term of this Franchise shall be ex tended by two (2) years. The Grantee intends
to deploy Fiber Optics to Nodes which serve no more than fifteen hundred (1500) S11bsc ribers per
Node , with amplifier cascades no longer than eight (8) amplifiers , as part of the Upgrade. Grantee
may substitute another transmission material and/or modify its Upgrade design provided that the
same technical henefits in reliability and picture quality are attained. The Cable System shall be
ca pable of supponin 5 '"eo, audio , data transmission a'.1 d Cable Internet Service. Upon completion
of the Upgrade, the Cable System shall deli ve r no less than 0ne hundred ten (110) Channels of
analog and/o r digital vide o programming services to Subscribers, provided that the Gra:llee reserves
the right to use the bandwidth in the future f-r other uses ba:;ed on market factors .
At such tim e as the Grantee h3!> completed th e Upgrad e required above, Grantee shall send
written notice to the City. The City shall have one (I) year from receipt of such notice to review the
sweep analysi s records kept by the Grante e which verify the completion of the Cable System
bandw idth expansion, and to complete such techni ca l inspections as may be re i.so nably necessary to
verify that the other components of the Upgrade are co mplete . The Manager may require the
Grantee to provide additional facts and informadon, in hi s/her reasonably exercised discretion,
necessary 10 verify the completion of th e Upgrade . Upon its completion of this review and
inspection, the Ci ty shall no tify the Grantee in writing of the Ci ty 's position concer.ung, the
complotion of1he Upgrade .
(B) Equipment must be installed so that all clos ed captioning programming :eceived by •
the Cab le System shall include the closed caption signa l so lon g as the closed ca ption signal is
ENGL EWOOD/AT&T
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provid ed consistent with FCC star .,ards. Equipment mu st be installecl so that all local signals
received in stereo or with secor.cl ,.ry audio ~;ic ks (broadcast and Access)~,.• retransmitted in those
same fonnats. In the case of AM/FM radio transmi ss ion , the above specifications, where
applicable, shall appl y.
(C) All Upgrade construction sha ll be su bject to the City's pennitting process.
(D) Grantee and City shall meet , at th e City's request , to discuss th e pro gress of th e
Upgrade design plan and construction .
(E) Grantee will take prompt corrective action if it finds that any facilities or equipment
on the Ca ble System arc not op erating as expected , or if it finds that facilities and eq uipment do not
comply with the requirements of this Franchise or applicable law .
(F) Grantee's construction decision s shall be based so lely upon legitimate engineering
decision s and sha ll not take into consideration the income level of any particular community within
the Fr.mchisc Area .
12.2 State of the Art
Grantee shall , every three (3) years foll owing the Effective Date of this Franchise , provide
detail ed infom1ation to the City about Cable Seivices offered in "similarly situated" Cable Systems
as the Cable System in the City. For purposes of this subsection, "similarly situated" Cable Systems
shall mea n the sixteen ( 16) largest Cable Systems , based upon the number of Subscribers within a
single franchising area. owned and operated by Grantee or its Affiliates in the United States. If
such Cable Services are not also being offered on Grantee's Cable System in the City, Grantee shall
provide infonnation on why such Cable Seivice s are not being offered in the City and the cost to
supply such Cable Seivices. If the identified Cable Seivices are being offered to Subscribers by
Grantee or its Affiliate . in eight (8) or more of the si mil arly -s ituated Cable Systems , the City may
require that Grantee make ava ilable such Cable Seivices on the Cable System in the City. Should
the City detennine that Grantee shall commence provision of such Cable Seivices , the City and
Grantee shall negotiate a schedule for deployment that takes into consideration the impact on
Subscriber rates, the ability of Grantee to recover the cost of such increased capacity or Cable
Seivices over the remaining life of the Franchise from the incremental revenue derived from such
additional Cable Services and the financial condition of Grantee . In addition , the Ciry shall not be
re.trictcd from holding any hearing at any time to review whether or not the Cable System and the
Cable Seivices offered by the Grantee are meeting demonstrated community needs. The parties
recogni ze that , as of the Effective Date , the City is not pennitted to require the provision of specific
video programming pursuant to thi s subsection .
12.3 Standby Power
Grantee shall provide standby power generating capacity at the Cable System Headend
capable of providing at least twelve ( 12) hours of emergency operation. Upon completion of the
Upgrade, Grantee shall maintain standby power system supplies. rated for at least two (2) hours
duration , throu ghout the trunk and distribution networks , and rated for at leas t four (4) hours
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ENG LEWOOD/AT&T
duration at all Nodes and at all Hubs . In addition, throughout the term of thi s Franchise, Grantee •
sha ll have a plan i,, place, alon g with all resources necess,.ry for implementing ;;uch plan, for
dea lin g with ou .ages of more than two (2) ho urs . This outa ge plan and evidence of requisite
impl ementati on resources shall be presen ted to th e City no lat er than thirty (JO) days following
rece ipt of a request.
12.4 Emergen.:y Alen Capability
(A) Grantee shall provide an opera.ting Emergency Alert System ("EAS") throughout th e
term of this Fran chi se in compliance with FCC standards . TI1e City may use the EAS , under
proc edures established between th e Ci ty and the Grant ee whic h are consistent with Grantee's State
and federal EAS req uirement s, to transmit an emergenc y alert signa l, including the ability to
override the audio and video on all Channels throughout th e City from the City 's Emergency
Operations Center or other location as may be designat r;d by the Ci!y. Grantee shall test the EAS as
req uired by the FCC . Upon req ues t, the City shall be permined to part icipate in and/or witness the
EAS tes ting up to twice a year on a schedule fonned in cons ultation with Grantee. If the test
ind icates that the EAS is not perfo rming prop erl y, Grantee shall make any necessary adjustment to
th e EAS, and th e EA S shall be retes ted.
(BJ The Ci ty shall permit only app rop riatel y trained and authori zed Persons to op erate
th e EAS equipm ent provi ded pur.,uant to this sub section
12.5 Technical Performance
TI1e technical performance of the Cable Sys tem shall meet or exceed all applicable federal
(including, but not li'llited to , the FCC), State and local technical standards, as they may be
an1ended from time to time, regardless of the transmission technology utili zed . TI,e City shall have
the full authority permined by applicable law to enforce compliance with these technical standards .
12.6 Cable System Performance Testing
(AJ Grant ee shall , at Grantee's expense , perform lhe following tests on its Cau le System :
(I ) All tes ts required by the FCC;
(2) All other tests reasonabl y necessary to de term ine compliance with techni ca l
standards adopted by the FCC at an y time during the term of this Franchise ; and
(JJ All other tests as 01herwl se specified in th is Franchise .
(BJ At a min imum. Grantee's tests shall incl ude :
( I J Cumul ative leakage index tes ting of any new co nstruction ;
•
(2) Semi-annual compliance an d proof of performance tests in conformance •
wi th genera ll y accepted industry guidelines;
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ENGLE WOOD /AT&T
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(3) Tests in response to Sub scriber complaint s;
(4) Periodic monitoring tests , at intervals not to exceed six (6) months , of
Subscriber (field) test points , the Headend . and th e condition of standby power suppl ie s;
and
(5) Cumulative leakage index tests , at least annu~ll y, design ed to ensure that one
hundred perce nt (100%) of Gran tee's Cab le Sys tem has been ground or air tested for sign al
leaka ge in accordance with FCC standards .
(C) Grantee shall maintain written records of all results of its Cab le System tests ,
:,erfom1ed by or for Grantee . Copies of suc h test results wi ll be provided to the City upon reque st..
(D) If the FCC no longer requires proof of perfomiance tests for Grantee's Cable System
during the term of this Franchise , Grantee agrees that it sha ll continue to conduct proof of
performance tests on the Cab le System in accordance with th e standards that were in place on the
Effective Date, or any genera ll y ap plicable standards later adopted, at least once a year, and provide
wriuen res, Its of such tests to the City upon reque st.
(E) The FCC semi -annual testing is conducted in January/February and July/August of
each year. lf the City co nt acts Grantee prior to the next test period (i.e .. before December 15 and
June 15 respectively of eac h year), Grantee shall provide City with no less than seven (7) days prior
wriuen notice of the actual date(s) for FCC compliance tes ting . If City notifies Grantee by the
December I 5th and June 15th dates that it wishes to have a representative present during the next
test\s), Grantee shall cooperate in scheduling its testing so that the representa ti ve can be present.
No twithstandin g the above, all t<:chnical performance tests ma y be witnessed by representatives of
the City .
(F) Grantee shall be required to promptly take such corrective measures as are necessary
to co rrect any performance defici encies fully and to prevent their recurrence as far as possible.
Grantee's fail ure to correct deficiencies identified through this testing process shall be a material
violation of this Franchise. Sites shall be re-tested following correc tion .
12.7 Additiona l Tests
Where there exists other evidence which in the judgment of the City casts doubt upon the
reli ab ility or technical quality of Cable Service , the City shall have the right and authority to require
Grantee to test, analyze and report on the performance of the Cab le System . Grantee shall fully
cooperate with the City in performing such testing and sha ll prepare the results and a report, if
requested, within thirty (30) days after testing. Such report sha ll inclu de the following information:
(A) the nature of the complaint or problem which preci pitated the sµecia l tests;
the Cab le System component te sted ;
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ENGLEWOOD/AT&T
(C) the equipm ent used and procedures emplo yed in tes ting ;
(D) the method , if any, in which such complaint or problem was resol ved; and
(E) any other information pertinent to said tests and analysis which may be required.
SECTION 13. SERVICE AVAILAB[LITY, INTERCONNECTION AND SERVICE TO
SCHOOLS AND PUBLIC BUILDrNGS
13.1 Universal Service
Grantee shall not arbitrarily refuse to provide Cable Service to any Person within its
F1anchise Area . Subject to subsection 13 .2, all Dwelling Unit s, Multiple Dwelling Units and
commercial establishments in the Franchise Area shall have tlte same availability of Cable Services
from Grant ee's Cable System under non-discriminatory rates and reasonable terms and conditions .
The City acknowledges that the Grantee cannot control the dissemination of particular Cable
Ser,ices beyond the point of demarcation at a Multiple Dwelling Unit. Notwithstanding the
foregoing, Grantee may introduce new or expanded Cable Services on a geographically phased
basis , where such services require an Upgrade of the Cable System . Grantee may also charge for
line extensions and non-standard installations pursuant to sub section 13.2.
13.2 Service Availability
(A) !n....General. Except as otherwise provided herein , Grantee shall provide Cable
Service within seven (7) days of a request by any Person within the City. For purposes of this
subsection, a request shall be deemed made on the date of signing a service agreement, receipt of
funds by Grantee , receipt of a written request by Grantee or receipt by Grantee of a verified verbal
request . Grantee shall provide such service :
(I) With no line extension charge except as specifically authorized elsewhere in
this Franc hise .
(2) At a non-discriminatory installation charge for a standard installation ,
consisting of a one hundred twenty-li ve (125) fo ot drop connecting to an inside wall for
Residential Subscribers, with additional charges for non -s tandard installations computed
according to a non-discriminatory methodology for such installations , adopted by Grantee
!!lld provided in writing to the City;
(3) At non-discriminatory monthly rates for Residential Subscribers .
(B) Seo•ice to Multiple Dwelling J lnits . The Grant ee shall offer the individual units of
a Multiple Dwelling Unit all Cable Services offered to other Dwelling Units in the City and shall
individually wire units upon request of the property owner or renter who has been given written
authorization by the owner; provided , however, that an y such offering is conditioned upon the
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Grantee having legal access to said unit. The City acknowledges that the Grantee cannot control the •
di ss emination of particular Cable Services beyond the point of demarcation at a Multiple Dwelling
5)
ENG LEWOOD /AT&T
• Unit.
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(C) Customer Charges fnr Extensions of Service No customer shall be refused service
arbitrarily. However, for unu sual circumstances , suc h as a customer's request to locate the cabl e
dm r unde rground , th e exis tence of more than one hundred twenty-fiv e (125) fee t of distance from
distribution ca ble to connec tion of service 10 custo mers , or a density of les s than thirty-five (3 5)
res id ences per 5280 cable-bearing strand feet of trunk or distribution cable, service may be made
avai labl e on the basis of a ca pital co ntributi on in aid of construction, incl11<li ng cost of material ,
labor and easements . For the purpose of determin ing the amount of capital conL;bution in aid of
construction 10 be borne by the Grantee and customers in th e area in which service may be
expanded , the Grantee will contribute an amount equal to the construction and other costs per mile,
multipl ied by a fraction whose numerator equal s th e actual number of residen ces per 5280 cable -
beari ng stran d feet of its trunk or distribu tion ca bl e and whose denominator equals thirty-five (35).
Cust omers who request service hereunder will bear the remainder of the construction and other
costs on a pro rata basis. The Grantee ma y require th at the payment of the capital contribution in
aid of co nstru cti on borne by such potential customers be paid in advanc~.
13.3 Interconnection With Other Cable Systems
(A) The Cable System shall be Int erco nnected wi th other contiguous , GMTC area cable
systems that are owned and operated by Grantee or an Affiliate, pro vided that such systems are
se rved by the same Headend that serves tl1e Franchise Area .
(B) Gran tee shall , in acco rdanc e with thi s subs ecti on , Interconn ec t the Access Channels
of the Cable System with an y other contiguous ca bl e system not owned or operated by Grantee or
an Affiliate of Grantee upon the directive of the City. Int erconn ec tion of Channels may be done by
direct cable connection , microwave link, satellite or other appropriate methods . The Ci ty shall not
direct Interconnec tion excep t under circumstances where it can be accomplished without undue
burden or exc ess ive co sts to the Sub sc ribers . Grantee shall not be required to Interconnect with the
other cable system unless the operator of that sys tem is willing to do so and pays for its own cost of
constructing and rnaintaining the Interconnect up to the demarcati on point.
(C ) Gnt.~•.ee shall only be required to lnterconn'!C l Access Channel s with an overbuilder
in the Cty in the even t that the City determines in it s so le discretion th at it wo uld be economically
burden,;ome 10 its Subscribers 10 con struct and maintain return lines directly from the origination
poi nt (s) of the Access Channel(s) vers us Int erco nn ectin g with Grantee. In the event Grantee
receives a directive from the City to Interconnect with an overbuilder, Grantee shall immedi ately
initiate negotiations with the other affected cable system or sys tems and shall report to the City the
results of such negotiations no late r than sixty (60) days after such ini•iation. The overbuilder shall
be resp onsibl e for Grantee 's co sts in constructin g and maintainin g th e Interconnect. If the parties
cannot reach agreemen t on the terms of the Interconnect . includin g compensation and timing, the
disput e shall be submined 10 the City for determination and reso luti on. Additionally, Grantee shall
only be required to Interconnect with an overbuilder if the overbuilder is provid ing similar support
for Access as required of Grantee pursuant to this Franchise .
(D) Grantee shall ex plore with an y public interconnection authority, regional
interconn ec tio n authori ty or City, Cou nty, Stat e or federal regu latory agency which may hereafter
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ENGLE WOOD/AT&T
be es tab li shed for th e purpose of regul atin g, financing or otherwise providing for the •
Interconnection of ca ble sys tems beyo nd the boundaries of the City, the possibility of further
lnterconn ccls .
13 .4 Connection of Public Facilities
Grantee shall , at no cost to the City, continue to provide one outlet of Basic Service and
Ex panded Basic Service to all City owned and occupied buildings , sc hool s and pub lic libraries
where such service is pro vided as of th e Effective Date of this Franchise . For purpo ses of this
subsec ti on, "school" means all State-acc redit ed K -12 publi c and private schoo ls. In addition ,
Grant ee shall provide , at no cos t to the City or other entity, one outl et of Basic and Expanded Bas ic
Serv ice to additional owned or leased and occup ied City buildings , schools and libraries upon
requ es t if th e dro p line from the feeder ca ble lo such building does not exceed one hundred fifty feel
(150') or if the City or other entity agrees to pay the incremental cost of such drop line in excess of
one hundred fi fty fee t ( 15 0'), includin g the cos t of such excess labor and materials . Such obligation
to pro vide free Cable Servic e shall not extend to areas of City buildings where the Grantee would
nonnally enter into a co mmercial contract to provide such Cabl e Service (e.g., golf courses , airport
restaurants and concours es, and recreation ce nter work out facilities). Outlets of Basic and
Expanded Bas ic Servic e provided in accordan ce with thi s subs ectio n may be used to distribute
Cable Services throughout such buildings , provid ed such distribution can be accomplished without
causing Ca ble System di sruption and genera l tec hni ca l standards are maintained. Such outlets may
onl y be used fo r lawful purpose s.
13.5 Cable Internet Service to Schools and Libraries
Grantee has es tablished a volw1tary initiati ve to provide Cable Internet Service to ~II S!ate-
accredited K-1 2 public and pri vate schools and publi c librarie s which are passed by the i,pgraded
Cable Sys tem at no cost to the Ci ty or institutions. Grantee intends to provide each of these schools
and librari es wi th one outlet of unlimited Internet access , includin g the nec essary cable modem .
The City encourages and supp ort s Grantee 's effo rt s in this area .
SECTION 14 . FRANCHISE VIOLATIONS
14.1 Procedure for Remedying Franchise Violations
(A) If th e City believes that Grantee has failed to perfonn any obligation under this
Franchise or has failed 10 perform in a timel y manner, the City shall notify Grantee in writing,
stating with reasonable specificity the nature of the alleged default. Grantee shall hav e thirty (30)
days from the rec ei pt of such not ice 10 :
(I) resp ond to the City, co nt es ting th e Ci ty's asse rti on that a default has
occ urred , and req uesting a mee tin g in accordance wi th subsectio n (B), below ; or
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(2) cure th e defa ult ; or
(3) notify the City th at Grant ee cannot cure th e default within the thirty (30) •
days, beca use of U1e nature of th e default . In the event th e de fa ult canno t be cured -..-i thin
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ENGLE WOOD/AT&T
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thirty (30) days , Grantee shall promptly take all reasonable steps to cure the default and
notify the City in writing and in detail as to the exact steps that will be taken and the
projected completion date . In such case, the City may set a meeting in accordance with
subsection (B) below to detennine whether additional time beyond the thirty (30) days
specified above is indeed needed , and whether Grantee's proposed completion schedule and
steps are reasonable .
(B) If Grantee does not cure the alleged default within the cure period stated above, or
by the projected completion date under subsection (A)(3 ), or denies the default and requests a
meeting in accordance with (A)(l), or the City orders a meeting in accordance with subsection
(A)(3), the City shall set a meeting to investigate said issues or the existence of the alleged default.
The City shall notify Grantee of the meeting in writing and such meeting shall take place no less
than thirty (30) days after Grantee's receipt of notice of the meeting . At the meeting, Grantee shall
be provided an opportunity to be heard and to present evidence in its defense .
(C) If, after the meeting, the City detennines that a default exists, the City shall order
Grantee to correct or remedy the default or breach within fifteen (15) days or within such other
reasonable time frame as the City shall detennine . In the event Grantee does not cure within such
time to the City's reasonable satisfaction , the City may :
(I) Withdraw an amount from the letter of credit as mon etary damages ;
(2) Recommend the revocation of this Franchise pursuant to the procedures in
subsection 14.2; or
(3) Recommend any other legal or equitable remedy available under this
Franchise or any applicable law .
(D) The detennination as to whether a violation of this Franchise has occurred shall be
within the discretion of the City, provided that any such final detennination may be subject to
appeal to a court of competent jurisdiction under applicable law .
I 4.2 Revocation
(A) In addition to re vocation in accordance witi, other provisions of this Franchise, the
City may revoke this Franchise and rescind all rights and privileges associated with this Franchise
in the following circum stances , each of which represents a material breach of this Franchise :
(I) If Grantee fails to perfonn any material obligation under this Franchise or
under any other agreement, ordinance or document regarding the City and Grantee ;
(2) If Grantee willfully fails for more than forty-eight (48) hours to provide
continuous and uninterrupted Cable Service;
(3) If Grantee attempts to evade any material provision of this Franchise or to
practi ce-any fraud or deceit upon the City or Subscribers ; or
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(4) If Grantee becomes insolvent, or if there is an ass ignm ent for the benefit of
Grantee's creditors ;
(5) If Grantee make s a material mi sre prese nt atio n of f?cl in the app li cation for
or negotiation of this Franchise .
(B) Followin g the procedures set fonh in subsection 14.1 and prior 10 forfeiture or
1ennination of the Franchise, the City shall give wriuen notic e lo the Grantee of its intent 10 revoke
the Franchise and set a date for a revocation proceeding. The noti ce shall sel forth the exact nature
of the noncompliance .
(C) Any proceedir,g under the paragrap h above shall be co ndu cted by the City Council
and open to the publ ic. Grantee shall be afforded al least fony-five (45) days prior wriuen notice of
such proc eedi ng .
(I) Al such proceeding, Grantee shall be pro vided a fair opportunity for full
participation , including the right to be represented t,y lega l counse l, to introduce evidence ,
and to question witnesses. A complete verbatim record and transcript shall be made of such
proceeding and the cost sha ll be shared equally between the parties. The City Council ~hall
hear any Persons intere sted in the rerncation , and shall allow Grantee, in particular, an
opponunity to stale its position on the mail er.
(2) Within ninety (90) days after the hearing, the City Council shall detennine
whether to revoke the Franchise and declare that the Franchise is revoked and the Jetter of
credit forfeited; or if the breach at issue is capable of being cured by Grantee, direct Grantee
to take appropriate rem ed ial action within the time and in the manner and 1,n the term s and
conditions that the City Co uncil detem1ines are reasonable under the circumstances. If the
Ci ty determines th at the Franchise is to be revoked, the City shall set fonh the reasons for
such a decision and shall transmit a copy of the decision t~ the Grantee. Grantee shall be
bound by the City 's decision to revoke the Franchise un !c;s it qppeals the decision to a court
of co mpetent jurisdiction within fifteen (15) days of the date of the decision.
(3) Grantee shall be entitled to such relief as th e Co un may deem appropriate.
(4) The City Council may at its so le discretion take any lawfu l action which it
deem s appropriat e to enforce the City's rights under the Franchise in lieu of revo ation of
the Fr.nchise.
14.3 Procedures in th e Event of Termination or Revocation
(A) If this Franchise ex pires without renewal or is otherwise lawfully terminated or
revoked, ·,h e City may, subject to applicable iaw :
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(I) Allow Grantee 10 maintain and operate its Cable System on a month-to-•
month basis or shon-1em1 extension of this Franchise for not less than six (6) months,
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unless a sale of the Cable System can be closed sroner or Grantet demonstrates to the Citis
satisfaction that it needs additional tirne to complete the sale ; or
(2) Purchase Grantee's Cable System in accordance with the procedures set forth
in subsection 14.4 , below .
(B) In the event that a sale has not been completed in accordance wi th subsections
(A)(I) and/or (A)(2) above, the City may order the removal of the above-ground Cable System
facilities and such underground facilities from the City at Grantee's so le expense within a
reasonabl e period of time as detennined by the City. In removing its plant, structures and
equipment , Grantee shall refill , at is own expense , any excavation that is made by it and sha ll leave
all Rights-of-Way, public places and private property in as good condition as that prevailing prior to
Grantee's removal of its equipmen t without affecting the electrical or telephone cable •:,ires or
attachments. The indemnification and insurance provisions and the letter of credit shall remain in
full force and effect during the period of removal , and Grantee sha ll not be enti tled to , and agrees
not to request, compensation of any sort therefor .
(C) [f Grantee fails to comp lete any removal required by subsection 14.3 (B) to the
City 's satisfaction, after written notice to Grantee, the City may cause the work to be done and
Grantee shall reimburse the City for the costs incurred within thirty (30) days after receipt ot' an
itemi ze d list of the costs, or the City may recover the costs through the letter of credit provided by
Grantee .
(D) The City may seek legal and equitab le relief to enforce the provisions of this
Franchise.
14.4 Purchase of Cable System
(A) [fat any tim e this Franchise is revoked , tenninated, or not renewed upon expiration
in accordance with the provisions of federal law , the City shall have the option to purchase the
Cable System.
(B) The City may, at any time thereafter, offer in writing to purchase Grantee's Cab le
System. Grantee shall have thirty (30) days from ,eceip t of a written offer from the City within
which to accept or reject the offer.
(C) In any case where the City elects to purchase the Cable Sys tem , the purchase shall
be closed within one hundred twenty ( 120) days of the date of the City's audit of a curre nt profit and
loss s!lltement of Grantee. The City shall pay for the Cab le System in cash or certified funds , and
Grantee shall deliver appropriate bills of sale and oth er instruments of conveyance .
(D) For the purposes of this subsectio n, the price for the Cable System shall be
detennined as follows :
(I ) In the case of the expiration of the Franchise without renewal , at fair market
value detennined on the basis of Grant ee's Cable System va lued as a going concern, but
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wi1h no value alloca1ed lo the Franchise itse lf. In order lo obtain the fair market value, this •
valuation shall be reduced by the amount of 'Illy li en, encumbrance, or other obligation of
Grantee whi ch the City would assume .
(2)
System.
In the case of revocati on for cause , the equitable price of Grantee's Cable
14.5 Receivership and Foreclosure
(A) At the option of 1he City, subject to applicable law, this Franchise may be revoked
one hundred twenty ( 120) days after the appointment of a receiver or trustee to take over and
conduct the business of Grantee whether in a receivership, reorganization, bankruptcy or other
ac tion or proceeding, unless:
(I) The receivership or trusteeship is vacated within one hundred twenty ( 120)
days of appoin•.ment; or
(2) The receivers or trustees have, within one hundred twenty (120) days after
their election or appointment, full~ complied with all the terms and provisions of this
Franchise, and have remedied all defaults under the Franchise. Additionally, the receivers
or trustees shall have executed an agreement dul y approved by the court having jurisdiction,
by which the receivers or trustees assume and agree to be bound by each and every term , •
provision and limiiation of this Franchise .
(B) If there is a foreclosure or other involuntary sa le of the who le or any pan of the
p!ant, property and equipment of Grantee, the City may serve notice of revocation on Grantee and
to the purchaser at the sale. and the rights and privileges of Grantee under this Franciise shall be
revoked thirty (30) days after service of such notice, unless:
(I) The City has approved th e transfer of th e Franchise , in accordan~e with the
procedures set fonh in this Franchise and as provided by law; and
(2) The purchaser has covenanted and agreed with the City to ass ume and be
bound by all of the terms and conditions of this Franchise.
14.6 No Monetary Recourse Against the City
Grantee shall nol have any monetary recourse against the City or its officers, officials,
boards. commissions, agents or employees for any loss, cos ts . expenses or damages arising out of
any provision or requirement of this Franchise or the enforcement thereof, in accordance with the
provisions of applicable federal, State and local law . The rights of the City under this Franchise are
in addition to , and shall nol be read to limit , any immunities the City may enjoy under federal, State
or local law .
14.7 Alternative Remedies •
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No provision of this Franchise shall be deemed to bar th e right ofth~ City to seek or obtain
judic ial re li ef from a violation of any provi;ion of the Franchise or any rul e, reg ul atio n, requirement
or din:~tive promulgated th ereunder . Neither the exis tenc e of oth er remedi es id entified in thi s
Franchi se nor the exe rcis e thereof shall be .Jeemed to bar or otherwise lim it the right of the City to
recover monetary damages fo r such vio lations by Grantee , or to seek and obtain j udici al
enforceme nt of Gran tee's obligations by mean s of specific perfo nnance , injunctive relief or
mandate, or any ot her remedy at law or in eq ui ty.
14 .8 Assessment of Monetary Damages
(A) The City may assess agai nst Grant ee monetary damages up to two thousand dollars
($2,000 .00) per day fo r materia l Cab le System Upgrade delays , up to five hundred dollars ($500.00)
per day for ge nera l construc tio n delays, up to two hundred fift y dollars ($250.00) per day for any
ot her materi al breaches, or up to one hundred dollars ($100 .00) per day for defaults, and withdraw
the assess ment fro m the letter of credi t or co ll ect the assessment as specified in this Franc hise . To
assess any amo unt from th e lelle r of cred it, City shall fo llow th e procedures for wit hdraw als from
the letter uf credit set forth in the leller of ·dit and in this l'ranc hise . Such dam ages shall acc ru e
beginning thirty (30) days followi ng Gran• "rec eipt of the notice req uired by subsection 14.l(A),
or such later date if approved by th e (",,. i ts so le discretio n. b,1 t may not be asr.essed until after
th e procedures in sub sectioP 14 . l have~ en compl eted.
(8) The assess ment does not constitute a waiver by City of an y other right or remedy it
may ~av~ under th e Fran chi se or appli cab le law , including it s right to recove r from Grantee any
ad J itiona l dama ges , lo sse •, costs and expenses th at are incurred by City by reason of th e breach of
this Franchise.
14.9 Effect of Abandonment
lf the Gran tee abandons its Cab le System durin g the Franchise tenn , or fa il s to operate its
Cab le System in accordance with its duty to provide continuous service, the City, at its option , may
operat e tl1e Cab le Syst em; designate ano ther entity to operate the Ca ble System temporarily until
th e Grantee restores service und er conditions acceptable to th e City, or until the Franchise is
revok er and a new franchis ee is se lected by the City; or obt ai n an injunct io n requirin g the Grantee
to co ntiuue operat ions. lf th e City is required to operate or designate another entity to operate the
Cable Sys tem. the Grantee sha ll reimburse the City or its designee for all reaso nab le costs , ex pen ses
and dama ges incurred.
14 .10 What Constitutes Abandonment
The City shall be entitl ed to exercise i,s op tio ns in su bsection 14 .9 if:
(A) The Grantee fo:ls to pro vide Ca ble Service in accordance with thi s Franchise over a
sub stan tia l po rti on of th e Franchise Area for fnur f4) consec uti ve days, unl ess the City authorizes a
lon ger interrupt ion of service; or
(B) The Grantee. for an y period . will fu ll y and wi th out cause refuses to provide Cable
Serv ic e in acco rdan ce with thi s Franc hi se .
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SECTION 15. FRANCHISE RENEWAL AND TRANSFER
15.1 Rcncwul
(A) The City and Gmntee agree that any proceedings undenaken by the City that relate
to the renewal of the Franchise shall be governed by and comply with the provisions of Section 626
of the Cable Act, unless the procedures and substantive protections set fonh therein shall be
deemed to be preempted and superseded by the provisions of an y subsequent provision of federal or
State law .
(B) In addition to the procedures set fonh in said Section 626(a), the City agrees to
notify Grantee of the completion of its assessments regarding the ident ification of future cable-
related community needs and interests, as well as the past perfonnance of Grantee under the then
current Franchise term. Notwithstanding anything to the contrary set fonh herein, Grantee and City
agree that at any time during the tenn r,f the th en current Franchise, while affording the public
adequate notice and opponunity for r.0mmenl, the City and Grantee may agree to undenake and
fi nalize negotiations regarding renewal of the then current Franchise and the City may grant a
renewal thereof. Grantee and City consider the tem1s set fonh in this subsection to be consistent
with the express provisions of Section 626 of the Cable Act .
15.2 Transfer of Ownership or Control
(A ) The Cable System and this Franchi se shall not be sold , assigned , transferred, leased
or disposed of, either in whole or in pan , either by involuntary sale or by voluntary sale , merger or
consolidation ; nor shall title tl1ereto, either legal or equitable , or any right, interest or propeny
therein pass to or vest in any Person or entity without the prior written consent of !he City, which
consent shall be by the City Council , acting by ordinance .
(B) The Grantee shall promptly notify the City of any actual or proposed change in, or
transfer of. or 1cquisition by any other pany of control of the Grantee. The word "control" as used
herein is not limited to majority stockholders but includes actual working control in whatever
manner exercised. Every change, transfer or acquisition of control of the Grantee shall make this
Franchise subject to cancellation unless and until the City shall have consented in writing thereto.
(C) The panics to the sale or transfer shall make a written request to the City for its
approval of a sale or transfer and furnish all infonnation required by law and the City.
(D) In seeking the City's consent to an y change in ownership or control, the proposed
transferee shall indicate whether it:
( i) Has ever been conv ic ted ,,., held liable for acts involving deceit including
•
any violation , f ft Jeral, State or local law or regulations, or is currently under an
indictment, ime,tiur.lion or complaint charging such acts ;
(2) Har ever had a judgment in an action for fraud , deceit, or misrepresentation •
entered against the proposed transferee by any coun of competent jurisdiction;
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ENG LEWOOD/AT&T
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(3) Has pending any materi ul legal claim , law suit, or administrative proceeding
arising out of or invo lvin g a cable sys tem ;
(4) ls financi all y so lvent , by submittin g financial data including financial
stat ements that are audited by a certified public accountant who may also be an officer of
th e transferee, along with any other data that the City may reasonably require; and
(5) Has the financial , le gal and t·:chni ca l capa bility to enable it to maintain and
operate the Cable System for th e remai 1,ing term C>f the Franchise.
(E) The City shall act by ordinance on the req ues t wi thin one hundred twenty (!20) days
of the request, provided it has received all requ es ted infonna tion. Subj ect to the foregoin ,~, if the
City fails to render a final decision on th e req uest within on e hundred twenty (120) day :, such
request shall be deemed granted unless the reque stin g party and th e City agree to an ex tension of
time.
(F) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the
City, Grantee shall file with the City a copy of the deed , agreement , lease or other writt en
in~trument evidencing such sale or transfer of ownership or control , ce:tified and sworn to as
correct by Grantee and the transferee , and the transferee shall file its written acceptance agreeing to
be bound by all of the provisions of this Franchise , subject to applicable law . In the event of a
change in control, in which the Grantee i no t replaced by another entity, the Grantee will continue
to be bound by all of the provisions of , ... Franchise, subject lo applicable law , and will not be
required to file an additional written acceptance .
(G) In reviewing a request for sale or transfer, the City may inquire into the legal,
technical and financial qu alifications of the r,ros pective controlling party or transferee, and Grantee
sha ll assist the City in so inquiring. The City may condition said sale or transfer upon such terms
and conditions as it deems reasonably appropriate, provided , however, any such terms and
conditions so attached shall be related to the legal, technical and financial qualifications of the
prospective controlling party or transferee and to the reso lution of outstanding and unresolved
issues of noncompliance with the terms and condit io ns of this Franchise by Grantee.
(H) No twithstandin g a,·,ything to the contrary in this subsecti on, the prior approval of the
City shall not be required for aPv sa le , assignment or transfer of the Franchise or Cable System to
an entity controlling, controllC'J by or under th e same common control as Grantee, provided that L'1e
proposed assignee or transferee must show financial responsibility as may be determined necessary
by the City and must agree in writing to co mpl y witl1 all of the provisions of the Franchise. Further,
Grantee may pledge the assets of the Cable System for the purpo se of financing without the consent
of the City; provided that such pledge of asse ts shall not impair or mitigate Grantee's
responsibilities and capabilities to meet all of its obligations under the provisions of this Franchise .
SECTION 16. SEVERABILITY
lf any Section , subsection, paragraph , term or provision of this Franchise is determined to
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be ill eg,•I, inva lid or unconstitutional by any co urt or agen cy of com petent jurisdiction, such •
determlD' ,1vn shall have no effec t on the validity of any other Section, su bsec tion , paragraph, term
or provi sion of thi s Franchise, all of whic h wi ll remain in full force and effect for the tenn of the
Franchise .
SECTION 17. MISCELLANEOUS PROVlSIONS
17.1 Preferential or Discriminatory Practices Prohibi te d
NO DISCRIMJN ATION IN EMPLOYMENT. In connec tion wi th the performance of
work und er thi s Franchise, th e Grantee agrees not 10 refuse lo hire, di sc harge, promote or demote ,
or disc rimin ate in man ers of compensation aga in st any Person other.vise qualified , so lely because
of race , co lor, reli gion, national ori gi n, gender, age, military sta tus , sex ual orientation , marital
status, or physica l or mental disability; and the Grantee furth er agrees t~ insert the foregoing
provision in all subcontrac ts hereunder. Throughout the term of thi s Franchis e, Grantee shall fully
comply with all equal employment or non-di scri mination provisio ns and requ ire ments of federal ,
State and loca l la s, and in parti cular, FCC rul es and regulations relating th ereto .
17.2 Notices
Throughout the term of the Franchise, each party shall maintain and file with the other a
local ad dress for the serv ice of noti ces by mail . Ali noti ces shall be se nt postage prepaid to such
respec tive address and such noti ces shall be effective up on the date of mailing. These addresses
may be chan ged by th e City or th e Grant ee by written notic e at any tim e. At the Effective Date of
thi s Franchise :
Gra ntee's addre ss shall be:
AT&T Broadb and Mountain States Video , LLC
d/b/a AT&T Cab le Services
8000 E. niff
Denve r, Co lorado 802 1 7
Attention: Di rector of Local Government Relation s
With a copy 10 :
AT & T Bro adband
t SS Inverness Drive
,ng lewood , Colorado 80 11 2
,\ll~ntion : Legal Department
The City's adclrcss shall b<-
City Manager
City of Englewood
1000 Englewood Parkway
ENGLEWOOD/AT&T
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17.3
Englewood , Colorado 801 l 0
Descriptive Headings
The headings anJ titles of the Sections and subsections of this Franchise are for reference
purposes only, and shall not affect the meaning or interpretation of the text herein .
17.4 PubUcation Costs to be Borne by Grantee
Grantee shall reimburse the City for all costs incurred in publishing this Franchise, if such
publication is required .
17.S Binding Effect
This Franchise shall be binding upon the parties hereto, their permitted successors and
assigns.
17.6 No Joint Venture
Nothing herein shall be deemed to create a joint venture or principal-agent relationship
between the parties, and neither party is authorized to, nor shall either party act toward third Persons
or the public in any manner which would indicate any such relationship with the other .
17.7 Waiver
The failure of the City at any time to require p-.rformance by the Grantee of any provision
hereof shall in no way affect the right of the City hereafter to enforce the same. Nor shall the
waiver by the City of any breach of any provision hereof be taken or held to be a waiver of any
succeeding breach of such provision, or as a waiver of the provision itse lf or any other pro visio n.
17.8 Reasonableness of Consent or Approval
Whenever under this Franchise "reasonableness" is the standard for the granting or denial of
the consent or approval of either party hereto , such party shall be entitled to consider public and
governmental policy, moral and ethical standards as well as business and economic considerations.
17.9 Entire Agreement
This Franchise and all Exhibits represent the entire understanding and agreement between
the parties hereto with respect to the subject matter hereof and supersede all prior oral negotiations
between the parties .
17.10 Jurisdiction
Venue for any judici al dispute between the City and Grantee arising under or out of this
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Franchise shall be in Arapahoe County District Co un , Colorado , or in the United States District
Coun in Denver .
IN WTfl'@SS ~~OF, this Franchise is signed in the name of the City of Englewood,
Colorado this~ay of~• 2002.
ATTEST: CITY OF ENGLEWOOD, COLORADO:
~df/4 CityClerk ~
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UNCONDITIONAL ACCEPTANCE OF FRANCHISE
The undersigned hereby accepts Ordinance No. _jJ__, passed and adopted by the City of
Euglewood pursuant to which AT&T Broadband Mountain States Video, LLC is granted a
Franchise to operate a cable system in the City of Englewood in accordance with the terms of such
Franchise, and does hereby unconditionally agree that it will comply with and abide by all the
provision s, terms and conditions of the Franchise , subject to applicable federal , state and local law ,
and that as wrinen and to the best of its knowledge , all terms of the Franchise are consistent with
federal , state and local law, as of the date this acceptance is signed.
A•••"'.,,""''"' <hi, :t._ doyof ~• 2002
ACKNOWLEDGED: AT &T BROADBAND MOUNTAIN
STA TES VIDEO , LLC
1%:t,~ ... ,~,
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ENGLEWOOD/AT&T
• EXHIBIT A:
MEMBERS OF THE GREATER METRO TELECOMMUNICATIONS CONSORTIUM
Adams County City of Golden
Arapahoe County Greenwood Village
City of Arvada City ofldaho Springs
City of Aurora J cfferson County
City of Brighton City of Lafayette
City of Broomfield City of Lakewood
City of Castle Rock City of Littleton
Cherry Hills Village City of Lone Tree
Commert:e City City of Northglenn • City and County ofDenver City of Parker
Douglas County City of Sheridan
City of Edgewater City of Thornton
City of Englewood City of Westminster
City of Glendale City of Wheat Ridge
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ENGLEWOOD /AT&T
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Introduction
EXHIBIT B
CUSTOMER SERVICE ST AND ARD S
The City of Englewood is a member of the Greater Metro Telecommunications ConsoJ1ium (the
"G MTC"). The GMTC has created the following Customer Service Standard s (the "Standards")
for distribution and adoption by Members. The purpose of the Standards is to establish uniform
requirements for the quality of service cable operators are expected to offer their customers in the
metropolitan area . The Standards are subject to change from lime to ti,,1e .
The Standards incorporate th e Customer Service Obligations published by the Federal
Communications Co mmission (Section 76.309), April, 1993 and customer service standards of
cable tele vision service providers operating in th e metro area . Based upon the as sessme nt of the
needs of citizens in the metropolitan area , the GMTC adopted , modified and created standard s
specially tail ored to members of the Greater Metro Telecommu nications Consortium.
The Standa rd s require the cable opera tor to post a security fund ensuring Customer Service. The
securi ty fund is to be used when the cab le company fails to re spond to a ci tizen complaint that
the fra nchising authority determines is valid , and to provide a mechanism by which to impose
remedies fo r noncompliance. It is the sincere hope and intention of the GMTC that the security
fund will never need to be drawn upon ; however, th e GMTC believes th at so mP. enforcement
measures .ll'e nec essary.
I. POLICY
The Cable Operator should be permitted th e option nd auto nom y to first resolve citizen
cc ,mplaims wi th out delay and interference from the Franchising Authority.
Wl,ere a given complaint is not addressed by th e Cab le Operator to the citizen's s,,ti ;;faction, the
Franchi sin g Authority should intervene . In add iti on. where a patt ern ofunremedied romp laint s or
nonc r,mpliance with the Standards is identified. the Franchising Authorit y shou ld ;,rescribe a
c,.-e and esta blish a thirty (30) day deadline for implementation of th e cure . If tlte nor :c ~mpliance
is not cured within thirty (30) da ys, monetary sanctions shou ld be imposed to encourage
comp li ance.
These Standards are intended to be of general application; however , the Ca ble Operator shall be
relieved of any oblig,.tions hereunder if it is unable to perform due to a regio n-wide natural
emergency or in th e event of force majeure affecting a significant portion of the franchise area .
The Cable Operator is free to exceed these Standards to th e benefi t of its Customers and such
• shall be considered performan ce for the purpo ses of th ese Standards .
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II. DEFINITIONS
When used in these Customer Service Standards (the "St andard s"), the following words , phrases ,
and tenn s shall have the meanings given below .
"Adoption" shall mean the process nece ssary to fonnall y enact the Standards within the
Franchi sing Authority's jurisdiction under applicable ordinances and laws .
"Cable Operator" shall mean any person granted a franchise to operate , or operating, a cab le
television , data transfer, or telecommunications system within any area of jurisdiction of the
Franchising Authorit y, or such person's employees, agent s, contrac tors , or subcontractors.
"City" shall mean the City of Englewood , Colo rado .
"Customer" shall mean any person who receives service of any son from the Cable Operator.
"Customer Service Representative" (or "CSR") shall mean any person employed by the Cable
Operator to assist. or provide service to, customers, whether by answering public telephone lines,
writing service or installation orders, answering customers' questions, receiving and processing
payments . or perfonning other customer service-related tasks .
"Franchising Au thority" shall mean the City and/or the Greater Metro Telecommunications
Consonium , andior, the Granter.
"Greater Metro Telecommunications Consonium" or "GMTC" wall mean a Colorado agency
fonned by intergovernmental agreement between its Members, local governmenta l subdivisions
of the State of Colorado . The GMTC may be delegated the authority to enforce cable television
franch ises and cable system operations for its Membe r communities, and may administer any or
all functions under these Standards.
Ill. CUSTOMER SERVICE
A. Courtesy
All employees of the Cable Operator shall be couneous , knowledgeab le and helpful and shall
provide effective and satisfactory service in all contacts with customers.
B. Accessib · ity
I. Within si xty (60) days of the effective date of these Standards , the Cable Operator shall
provide. at sites accep tab,e to the Franchising Authority , customer service centers/business
omces ("service centers ") such that no custor:1<:r shall be located fun her than ten ( 10) miles away
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from a service center. Excep t as othe rw ise aprro ved by the Franr.hising Authority, all service •
centers shall be open Monday through Friday fro:n 8:00 a.m. to 6:00 p.m., and from 9:00 am to
I :00 p.m. Saturdays. and shall be fully staffed with r.ustQmcr service representatives offering the
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following services to customers who come to the service center: bill payment, equipment
exchange , processing of change of service rcq.,ests, and response to customer inquiries and
requests . The Franchising Authority may ap pro ve alternatives for service centers offering lesser
services at any site 10 which the public has ge nem l access . The Cab le Operator shall post a sign
at each rerv ice ~e nter advising customers of it s hours of c,peration and of the addresses and
telephone numbers at which to contact the Francl:i~i nr Authority and the Cab le Operator if th e
service center is not open at th e times posted . The l' b!e Operator shall provide free exchanges of
faulty converters at the customer's address.
2. The Cable Operator shall maintain local telepr ,; access lines that shall be available twenty-
four (24) hours a day, seven (7) da ys a week fu, •= ,c e/repair requests and billing inquiries .
3. The Cable Operator shall ha ve d:spatc h.:rs and technici ans on call twenty-four (24) hours a
da1, seve n (7) days a week , including legal holida ys.
4. The Cabl~ Operator shall retain sufficient customer service repre sen tativ es .nd telephone line
capacity to ensure tha telephone calls lo service/rep ~ir and billin .~ inq 1i,~ 1ines are answered by
a customer service representative within thirty (30) seconds or ,c'!'~. ,:rti th,-.t any transfers are
made within thirty (30) seco nds . These standards shall be met no It s; .r.n,, nl:,ety (90) percent of
the time measured monthly .
5. The 101~1 number of calls receiving bus y signa ls shall not exceed three (3) of the total
telephone calls . This standard shall be met nin ety (90) percent or more of the time measured
monthl y.
C. Responsiveness
I . G11;.·anteed Seven •Day RtsidentiaJ JnstaJJatioo
a. The Cable Operator shall complete all standard re sid ential installations requested by
customers within seven (7) business days after the order is placed, unless a later date for
installation is requested. "S tandard" residential installations are tho5e located up 10 one hundred
twenty five (125) feet from the existing distribution system. If th e customer requests a
nonstandard reside:uial installation , or the Cable Operator determines th at a nonstandard
resident ia l installation is required , the Cable Operator sha!I provide the customer in advance with
a total installation cost estimate and an estimated date of completion.
b. All underground cable drops from the curb to the home shall be buried at a depth ofno
less than twelve inches (12"), and within no more than one calendar week from th ,, initial
installation, or at a time mutually agreed upon between the Cable Operator and the custvmer.
2. ~, .. 11ial Ins1 ·11latinn and Seotice Appointments
a. Cus tomers requesting in stallation of cab le service or service ,o an existing installation
ma y choose any of the following blocks of time for the installation appointment : 8:00 a.m. to
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12 :00 Noon; 12 :00 Noon lo 4:00 p.m.; < 00 p.m. to 8:00 p.m.; or a four-hour block of time
mutually agreed upon by the cus tomer and the Cable Operator. ·1 he Cable Operator may not
cancel an appoin tm em with a customer after 5:00 p.m. on the day before the scheduled
appointme nt , exc ept for appointments scheduled wit hin twelve (12) hours after the initial call .
b. The Cab le Operator sha ll co nt ac t by telephone , ,·.::i i. o, in person , every customer
within 2 weeks after in stall ation to assure th e cus tom er's s1,r,<fac.tio n wi th the work comp leted .
All response s shall be reco rd ed , and retained by the Cab le ( pera10,, and made eas il y ava il ab le to
the Fran chising Auth orit y :1pon reque 5t.
c. The Cable Operator shall be deemed to have re s·,·,~c ed t'J a request for service under
the provisions of this section when a technician arrives with ii: tl,e ~!\feed upon time, and, if the
customer is absen t when the technician arrives , the techn iciai , leaves written notification of
arrival and return time, and a copy of that notification is kept by the Ca ble Operator. In such
circumstances , the Cable Operator shall co nt act th e customer within forty-eig ht (48) hours.
3. Residential Service lntem,ption s
a. In the event of system outages (loss of recep ti on on all channe ls) resulting from Cab le
Operator equip ment failu re affecting 5 or more customers , th e Cable Operator sha ll co rr ec t s~ch
ui lure within 2 hours after the 3ra cus tom er ca ll is rec eived.
b. All oth er servi ce interruptions resulting from Cab le Operator equipme nt fai lure shall be
corrected by the Cab le Opera tor by the end of the next c<1endar day.
c. The Cable Opera tor ~ha ll keep an acc urate and comp rehensive file of "-~Y and all
complaints regarding th e cab!e system or its operation of the cab \,• system , in a manner consis tent
with the pri vacy rigl ts of customers , and the Cable Ope rator's actions in response to lhose
co mplaints. These file s shall remain open to the Franchising Au th ority ar,,: the public during
nonnal business hours.
Grant ee shall provide Gran to r an executi ve su'llmary month!/, which shall include
infonnation concerni ng customer complai nts. A summary of service reques ts, identifying the
numb er and nature of L~c requests and their disposition, shall also be completed by th e Cab le
Operator for eac h month and submitt ed to the Franchising Au thori ty by the tenth (10th) day of
th e succeeding month. A lo g of all se rvice interruptions sha1! be maintained and provided to the
Franchising Authority quarterly.
d. All service outages and interruptions for any cause beyond the control of the Ca ble
Operator shall be corrected within thirt y-six (36) hours , after the conditions beyond its control
have been corrected.
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4. IV R cce pt ino
a. The Cable Operator shal l provide clea r tele vis ion reception that meets or exceeds
technica l standard s establ ished by the United Simes Federa l Com muni cations Comm iss ion (th e
"FCC"). The Ca ble Operator shall render efficient service , make repairs promptly, and interrupt
se rvice only for good ca use and for the shortest time possib le. Sc hed ul ed interrup tio ns sha ll be
preceded by noti ce and shall occur durin g periods of minimum use of th e sys tem, preferably
between midnight and six a.m. (6 :00 a.m.).
b. If a customer ex periences poor video or audio rece ption attri but able to lhe Cab le
Operator's equ ipment , the Cable Operato r sha ll repair th e problem no later than the day following
th e customer call . If an appoin tm ent is necessary, customer may choo se lh e same blocks of time
described in Sect io n lll.2.a . At lhe customer's request , th e Ca bl e Operator sha ll repair the
problem al a late r tim e convenien t to th e cus tomer.
5. fu:ilil=..Rcsalw.ian
The Cab le Operator's customer se rvice represent atives shall have the authori ty to pro vide credit
for interrupted service or any of th e other credits li sted in Schedule A, to waive fees , to schedule
service appoi ntment s and to change bill ing cycle s, where ap propriate . Any difficulties that cannot
be re so lved by the cus tomer serv ic e representati ve shall be refe rr ed to the appropriate supervisor
who sha ll co nt ac t th e customer within four (4) hou rs and resolve th e probl em wi thin forty eight
(48) hours or wit hin such other tim e frame as is acceptab le to the customer and th e Cable
Operator.
6. Billin g Credit s and Refunds
a. The Cab le Operator shall use th e Annive rsa ry Bi ll ed Syste m or similar system of
billin g. Th e Ca bl e Operator sha ll a!low at leas t thirty (30) days fro m the be gi nnin g date of the
ap plicable service period for payment of a custom er's service bill for th at peri od. If a custo mer's
service bill is not paid within that period of time the Ca bl e Operator may apply an administrative
fee to the custo mer's accou nt. lftl,e custo mer's se rvice bill is not paid withi n forty-five (4 5) days
of th e beginnin g dat e of the applicab le service period , the Cab le Operato r may perform a "soft"
disco nn ec t of th e cu stomer's serv ice. If a cus tomer's service bi ll is not paid wi thin fifty-two (52)
days of the beginning date of th e appli cable service period, th e Cable Operator may disconnect
the cus tomer's serv ice , pro vided it I as prov irled two (2) week s notice to th e customer that such
disconnection may result.
b. The Cable Operator sha:I is sue a cred it or refund to a customer withi n 30 days after
de termini ng the cus tomer's en litl ,,ment to a credit or refund .
7. Treatment of Property
a. The Cab le Opern tor shall keep tr ee trim min g to a minimum; trees and shrubs or other
land sca pin g th at are damaged by the Ca ble Opera tor, any emplo yee or age nt of the Ca ble
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Operator during installation or construction shall be restored to their ptior condition or replaced.
Trees and shrubs shall not be removed without the ptior permission of the owner or legal tenant
of the prop erty on which they are located . Thi s provision shall be in addition to , and shall not
supersede , any requirement in any franchise agreement.
b. The Cable Operator shall , at its own cost and expense, and in a manner approved by
the prope~y owner and the Franchising Authority, restore any property to goo d condition 1 1
before the work causing such disturbance was initiated. The Cable Operator sh · II repair, repl acr
or compensate a property owner for any dam age resulting from the Cable Operato r's installall un,
construction, service or repair activities .
c. Except in the case of an emergency involving public safety or service interruption to a
large number of subsctibers , the Cable Operator shall give reasonable notice to property c,wners
or legal tenants ptior to enteting upon ptivate premises , and the not ice shall specify the wo•k to
be perform ed; provided that in the case of construction operations such notice shall be delive red
or provi~ed at least twenty-four (24) hours ptior to entry. Nothing herein shall be constmed as
authotizing access or entry to ptivate prop ert y, or any other property, where such tight to access
or entry is not otherwise provided by law . If damage is caused by any Cable Operator activity , the
Cable Operator shall reimburse the property owner one hundred (!00) percent of the cost of the
damage or replace the damaged property . For the installation of pedestals or other major
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construction or ins tallation projects, property owners shall also be notified by mail at least one •
week in advance. In the case of an emergency, the Cable Operator shall attempt to contact the
property owner or legal tenant in person, and shall leave a door hanger notice 1n th e event
personal contact is not made .
d. The Cable Operator personnel shall clean all areas surrounding any v.ork site and
ensure that all cable mateti als have be en dispo sed of properl y.
D. Services for Customers with Disabilities
I. For any cu tomer with a disability, the Cabl e Operator shall at no charge deliver and pici. •:~
converters at customers' homes . In the case of a malfunctioning converter, the technician shall
pr~vide another converter, hook it up and ensure that it is wo•king properl y, and shall return the
defective converter to th e Ca ble Operator.
2. The Cable Operator shall provide TDD service with trained operators who can provide every
type of assistance rendered by the Cab le Operator's rustomer service representatives for any
heating-i mpaired customer at no charge.
3. The Ca ble Operator shall provide free use of a remote control unit to mobility-impaired (if
di sa bled. in accordance with Section lll.D.4) customers .
4. Any customer with a disability may request the special services desctibed 11bove by providing •
the Ca ble Operator with a letter from the customer's physician stating the ne~d, er i>y making the
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request to the Cable Operator's installer or service technician , where the need for the special
services can be visually confirmed.
E. Customer Information
I. Upon installation, and at any time th o customer may requ est, the Cab le Operator shall provide
the following information. in clear, c•·r1d s~ wr illcn form:
a. Products and services offered by the Cab le Operator, including its channel lineup ;
b. The Cable Operator's co mpl ete ran ge of service option s and the prices for the e
serv ices;
c. These Standards and any other applicable customer service standards ;
d. In struc tion on the i,s~ of cable TV service and on standard VCR hookups;
e. The Cable Op erau><', l•ill ,.,g, collection and disconnection policies;
f. Customer privac y requirement s;
g. All applicable complaint procedures, including complaint forms and tbe telephone
numbers and mailing addresses of the Cable Operator, the FCC , and th e Fran chising Authority to
whom th e complaints should be addressed;
h. Use and avai lability of A/B switches ;
i. Use and avaiiability of parental control/lock out device ;
j. Special services for customers with disabilities;
k. Da ys . times of operation, and loc ations of the serv ic e centers.
2. Copies of all notices pro vided to the customer sha ll be filed (by fox acce ptable) concurrently
with the Franchising Authority and the Consort ium .
3. The Cable Operator shall provide customers with wrillen notification of ar,y change in rates,
programming, or channel positions, at least thirty (30) days before the effective da te of change.
4. All officers. age nts, and employees of the Cab le Operator or its cor.tractors or subcontractors
who arc in personal contact with cable cust omers shall wear on their oute r clot11ing identification
cards bearing th eir name and photograph as approved by the Franchising Authority . The Cable
Operator shall acc ount for all identification cards at all times. Every vehicle of the Cable
Operator shall be clearl y visually identified to the public as working for the Cable Ope rato r. All
CS Rs shall identify them selves orally to ca llers immediate ly following the greeting during each
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tel t phone comact with the public. Every vehicle of a subcontractor or contractor shall be labeled
with the name of the contractor and further identified as contracting or subcontracting for the
Cabi~ Operator.
5. Each CSR. technician or employee of the Cable Operator in each cont:.ct with a customer shall
state the estimated cost o f the service, repair, or installation orally prior to delivery of the service
or before any work is performed, and sha ll provide the customer with .m oral statement of th ~
total charges before ter.,;nating the telephone call or before leavi11e l ie location at which the
work was performed.
F. Customer Privacy
I. The Cable Operator shall not monitor cable television signals l~ l'~lennine the ind ivi,l'Ja!
viewing patterns or practices of any customer without prior written c::.nsent from that customc ·,
except as otherwise permitted by ,he applicable Franchise.
2 . The Cable Operator shall not sell or other,•:i,: make available cL1stomer lists or other
personally identifiable customer information with o,11 pr:'Jr written custon ,cr consent, except as
otherwise permitted l>y the Franchise. The Cab,e Operator is permitted to disclose such
information if such disclosure is necessary to render, or conduct, a legitimate business activity
related to a cable ser,ice or other service provided by the Cable Operator to its customers .
G. Safety
The Cabie Operator shall install and locate its facilities , cable system, and equipment in
compli ce with all federal, state, local , and company safety standards, and in such manner as
shall not unduly interfere with or endanger pen;ons or property. Whenever the Cable Operator
receives notice that dn unsafe condition exists with respect to its equipment, the Cable Operator
shall investigate such condition immediately, and shall take such measures as are necessary to
r,movc or eliminate any unsafe condition.
H. Satisfaction Guaranteed
T .. e Cable Operator shall guarantee customer satisfaction for every customer who requests new
installation of cable service or adds any additional programming service to the customer's cable
subscription. Any such customer who requests disconnection of such service within 30 days from
its date of activation shall receive a credit to his/her account in the amount of one month's
subscription charge for the service that has been disconnected .
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IV . COMPLAINT PROCEDURE
A Complaints 10 the Cable Qp..erJ.!.n.c
I . The Ca bl e Opera tor shall es tabli sh written procedures for rec eiving , acting upon , and re solving
cus tome r comp laints , an d credi tin g customer acc ounts and shall publicize such pro ced ures
throu gh printed dc cuments at th e Ca bl e Op erator's so le ex pense .
2. Said wri tten procedures sh.:11 pre sc rib e a simpl e manner in whi ch any customer may su bmit a
comp laint by telephone or in wri tin g to the Cable Opera 1o r that it has vio lated any provision of
these Cus tomer Service Standards , any term s or conditions of the cus tomer's c1:1 :tract with th e
Ca bl e Operator, or reaso nabl e busin ess practic es.
3. At the co ncl usion of the Ca bl e Op erato r's investigation of a customer co mplaint , but in no
more than fift ee n (15 ) ca lendar days afte r receiving th e com pl ai nt , the Cab le Opera tor shall
notify the custo mer of th e res ult s of its inv~sti ga ti on and its proposed ,1ction or credi t.
4. The Cab le Opera tor sha ll also noti fy the customer of the custom er's right to file a compla in t
with th e Franchising Auth ori ty in the event the customer is dissatisfied with the Ca ble Operator's
dec ision . an d shall th oro ughl y ex plain th e necessary proced ures for filin g suc h co mpl ai nt with
the Franchis ing Auth ority.
5. The Cab le Operator shall im mediately report all cus tomeI comp lai nt s that it doe s not find val id
to the Franchi si ng Auth ority.
6. The Cable Operator's co mpl ai nt pro cedures sha ll be !'led with and approved by the
Franchising Autho rit y pri or to impl ementation .
B. Security Fund
I . Within thirty (30) days of the effec tive date of the se Standards or th e effect ive date of any
franchi se grant ed by th e Franc hi sing Authority, whi chever occurs first , the Cable Operator shall
deposit with an esc row age nt approved by the Franchisin g Authority $100,000 (one hundred
thousand dollars), or, in the so le discretion of the Franchi sin g Authority, such lesser amount as
th e Franc hi si ng Au th ori ty deems reasonable to pro tect sub sc rib ers wi thin its juri sdi ction. Such
amount may, with the approval of th e Franchising Aut hori ty, be posted joi ntly fo r more than one
memb er of the GMTC , and may be ad mini stered, and drawn up on, jointly by the GM TC or
draw n upon indiv idu all y by each member.
The esc rowed funds shall constitute th e "Security Fund " fo r ensu rin g co mpliance with
th ese Standards fo r th e be nefit of the Franchising Authority. The esc row ed funds shall be
main tai ned by th e Cab le Op erator at one hund red thou sand dollars ($100.000), or such lesser
amount accep ted by the Franchising Authority, eve n if amounts are withdrawn pursuant to an y
prov isio n of th ese Standard s.
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2. At any time during the tenn of this agreement, the Franchising Authority may require the
Cable Operator to increase the amount of the Security Fund , if it finds that new risk factors exist
which necessitate ouch an increase.
3. The Security Fund shall serve as security for the payment of any penalti es, fe e• r.harges or
credits as provided for herein and for the perfonnance by the Cable Operator ·•al l its obli g~iio,1s
under these Customer Service Standards.
4 . The rights reserved to the Franchising Autho11,y w'rh re pcct to ,r,,: :::•~•"''V Fw,d are ii'
addition to all other rights of the Franchising Authority, whether rese, •· .•: ',, .u,y applicahl e
franchiso agreement or authorized by law, and no action, proceeding or ex ol , ,,•. of • right with
respect to same shall in any way affect, or diminish, any other ri ght the Franchisinr .\uthority
may otherwise have.
C. Complaints to the Franchising Authority
1. Any customer who is dissatisfied with any proposed decision of the Cable Operator or who has
not received a decision within the fifteen (15) day period as required shall be entitled to have the
comp laint reviewed by the Franchising Authority.
2. The customer may initiate the review either by calling the Franchising Authority or by filing a
written complaint together with the Cable Operator's written decision, if any, with the
Franchising Authority.
3. The customer shall make such filing and notification within twenty (20) days of receipt of the
Cable Operator's decision or, if no decision has been provided , within thirty (30) days after filing
the original complaint with the Cab le Operator.
4 . If the Franchising Authority decides that further evidence is warranted, the Franchising
Authority shall require the Cable Operator and the customer to submit, wil'lun ten (10) days of
notice thereof, a written statement of the facts and argum ents in support of their respective
positions .
5. The Cable Operator and the customer shall produce any additional evidence, including any
reports from the Cable Operator, which the Franchising Authority may deem necessary to an
understanding and detennination of the compi•int.
6. The Franchising Authority shall issue a detennination within fifteen (15) days after examining
the materials submitted, setting forth its basis for the detennination .
7. The Franchising Authority may extend these time limits
intercede and attempt to negotiate an infonnal resolution.
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8. If th e Fra nchising Aut hori ty de term in es th at th e custo mer's r. n•rlai nt. is va lid and that the
Ca ble Op era tor d:d no t provi de the co mpl aining customer with the pr<•P"' so luti on and/or credit ,
th e Franchis ing Autho rit y n ay reverse any deci sion of the Cab le Cµera tor in the matter and/or
re quire the Cab le Operator to gra nt a specific solu ti on as dete rmi ned by th e Franchising
Authorit y in its sole discretion, and/or any credit provided fo r in the se Standards ; or th e
franc hi si ng Authority ma y provide th e cus tome r with the amount of th e credit by means of a
wit hdrawal from the Security Fund.
D. Verification or Compliance
The Ca bl e Operator sha ll estab li sh its co mpl iance wit h any or 1\11 o f th e stand ards required
through annua l reports that demo nstra te said co mplian ce, or as re4ues ted by th e Franch ising
Authorit y.
E. Overall Quality or Service
The Franchisi ng Amhority may evalu ate the overa ll quality of custom er service provided by th e
Ca ble Op era tor to custom ers:
a. In conjunction with any per fon 1 ce reviL w provid ed for in the franchise agreement; and
b. At any other tim e. at it s so le discretion . based on the numb er of customer complaints
received by the Cab le Operator and th e Franc hi sing Authority, and the Cable Operator's
re spo nse to those com pl aints .
F. Non-Compliance with Customer Service Standards
Non-comp:iance with an y provision of the se Standards is a violation of these Standards .
G. Pro cedure for Remedying Violations
I . If the Fran ch isin g Authorit y has reaso n to belie ve th at th e Cab le Operator has fa il ed to com pl y
with any of th ese Standard s, or has fai led to perform in a ti mel y manner, the Franc hisin g
Authority may demand in writing that the Cab le Operato , remedy th e alleged nonco mpliance . If
th e alleged noncompliance is denied or not remedied to the sa ti sfac tion of the Franchi sin g
Auth ority, th e Franchising Au th ori ty ma y opt to fo ll ow th e fo ll owi ng proc edure.·
2. An informa l meeting may be held to review the all eged nonc omp lian ce . If this meeting does
no t result in a reso lution sa ti sfac to ry to th e Franchising Aut hori ty, the Ca ble Operator may
request or the Franchi sing Authority may require an administrati ve hearing to determine if the
non co mpliance occu rred. The Cable Op erator shall be provided with ten (10) days wri tten
notice of the time and th e place of the hearing, thr. all egations or nonco mplian ce and the possible
• consequences of th e nonc omp lian ce if sub stanti ated .
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3. After the administrative hearing, the Franchisi ng Authority sha ll determine whether the
noncompliance has been substantiated . If the noncompliance is su bstantiated, the Franchising
Authority may order the Cable Operator to correct or remedy the no ncomplianc e within thirty
(30) days (except where the noncompliance constitutes a material safety hazard) and in the
manner and on the terms and condit ions that th e Franchising Authority estab lishes, or , in its so le
discretivn , the Franchising Authority may find a material violation of th ese Standards .
4. If the Franchising Authority de termi nes in it s so le discretion that the noncompliance has been
substantiated, the Franchising Auth ority may :
a. Impose assessments of one tl1ousand dollars ($1,000 .00) per day, to be withdrawn from
the Security Fund in addit ion to any franchise fee until th e non-compliance is 'e medied; and/or
b. Order, after further hearing, such rebate s and credi ts to affected customers as in its sole
discretion it deems reasonable and appropriate for degraded or unsatisfactory serv ic es that
constitut ed noncompliance wi th these Standards ; and/or
c. In its so le discretion, declare a vio lation of the franc hi se agreement , and in such case,
th e noncompliance shall be a violation of the franchise agreement for the purposes of the
franchise agreeme nt , triggeri ng all avai lable obligation s and remedies under the franchise
agree ment ; and/or •
d. Withhold lic ense s and permits for work by the Cab le Operator or its subcontractors in
accordance wi th app li cab le law ; and/or
e. Pursue any other legal or equitable remed y avai lable under an y app licabl e franchise
agreement or law.
f. Any assessmen t or remedy shall not cons titute a waiver by the Franchising Authority of
any other right or remedy it may have und er ?ny app licabl e franchise agreement or law including
any right to recover from the Cable Operator any additional damages , losses , costs , and expe nse s,
including actual atto rne y's fees that are incurred by the Franchising Authority by reason of, or
arise out of noncomp liance with these Standards .
V. MISCELLANEOUS
A. Severability
Should any sectio n, subsec ti on, paragraph . term , or provision of these Standards be
determined to be ille ga l, invalid, or unc onstit ut ional by any co un or agency of competent
jurisdiction with regard th ereto, such de1em1inat i0n shall have no effect on the va lidity of any
oth er section , subsectio n, paragraph , term, or provision of these Standards, each of the latter of
which ~hall remain in full force and effect. •
B-12
ENGLEWOOD/AT&T
B. Non-Waiver
Failure to enforce any provision of these Standards shall not operate as a waiver of the
obligations or responsibilities of the Cable Operator under said provision, or any other provision
of these Standards .
B-1 3
ENGL EWOOD/AT&T
• l morandum
TO : Mayo r Bradsh ,1w and M embers o f City Coun
THR OUG H: Michael Fl aherty, Acting City Manager
FROM:
DATE : March 26 , 2002
SU BJE CT: AT&T Broa dband Fran chis e Agreem ent
At 1he rnee l ing on Ap ril 15, 2002, City Cou nc il w ill be asked to ado pt, on first read in g, a cable
tele visi on fran chise agree m ent w ith M oun tain Slates Video, a subsi di ary of AT&T Br oadband. Ken
Fell man, w ho provides legal cou ns el to th e City on telecomm unica ti ons issues , w ill auend th e study
session o n Apri l 1" 10 go over 1he agree ment and ans wer any qu es ti ons City Council ma y have.
Margaret Lejuste, AT&T's Direc tor o f Government and Commu n ity Affai rs, will also be in
alte ndance to answer questions Council may have · t;T& T Broadband.
Th e pro p osed Franchi se Agree ment is auached fo r ·,•,.·,r refe rence, but this m emo w ill provide an
overview o f the agree m ent and background o n th e n,~o ti ati ons.
Wh•n the City's c urren t Cable Te lev isio n Syst em Permit expi red in Apri l 1995, City Counc il
;?p pr ove d an ex tensio n. and we have been ope ratin g on a month -to-month basis ever since .
N ego tia ti o ns w ith TCl , and subseque ntly w ith AT&T, have tak en plac e, o n an d off, for severa l yea rs.
The proposed franchise agree ment is ba sed, in parl, o n th e Grea ter Metro Tel ecom muni cation
Consortium's (GMT() M o del Fran c hise Agreem en t, and in pa rt upon o th er recent agre ements
AT&T has n egotia ted w ith local m uni cipa lities. Th e City's neg oti ati ng team c onsisted of Ken
Fell man fr om th e law fi rm Kis sin ger & Fellm an, City Atto rn ey Dan Brotzm an, Assistant City Manage r
Mic ha el Fl ah erty, and myself.
The primary goal of 1h e fran chi se ag ree ment is to en sure t~at res idents have the abi lity to obtain
qual ity ca bl e televisio n service in th e City of Engle wood, maki ng sure th at c us tomer servi ce is a
pri o rity .
The lan guage in th e agree m ent prov ides for stand ard conditio ns of cab le service operations w ithin
th e p resc ribed limits of telecommunications legi slation, and incl udes app ro priate, emed ies in the
even t that th ese co nditions are not m et. Th ere are some En glewood-specific se ctions addressed in
the agreement, pa rti cu larly surr ounding program mi n g an d eq uipm ent effo rts . With an eye to the
future, o ur goal w as to make su re ou r needs are m et and the necessary infrastru cture w ill be in
pla c e in lh e eve nt that th e City decid es In ex p and its programming effo rts .
Some o th e n otabl e portions of th e agreement incl ude th e fo ll owing:
AT.S. T's compli ance w ith the GMTC's Cust omer Se rv ice Standards. (Secti o n 6.1)
Pa, m ent oi a five pe rce nt fra nc hise fee based o n AT& T's gross re ve n ues. (Sec ti on 3.1)
• AT T Broi1db,1 nd Franch ise Agreernen l
March 26, 20u2
Page Two •
•
Maintenance or our current Government Access Channel (Channel 8) with a commitment by
AT&'i to an Ei:glewo o d-exclusiv e channel no later than four yea rs after th e effectiv e date of th e
propcs ed agreem en t Due to th e current ca ble plant desi gn in Englewood, AT&T ca nnot
commi : to an excl usi ve ch ann el until Engle wood is upgraded . (Secti on 2.3)
A S 125,000 grant (rec overabl e fro m sub scribers) fo r equipmen t to ex pand future government
ac cess pro gra mming. Pr ogra mming effo rts an d timi ng will be determined through discussions
with staff and Cou ncil. (Sec ti on 9.1)
A SI 0,000 capital equipment grant (!!.Ql recoverabl e from subs criber,) for new equipment for
o ur current Channel 8 "bulletin board'' progra mming. (Section 9.1 1
Constructi on of a return line from the Civic Center to the AT&T head-e nd within nine months of
the effe ctive date of th e agreement, enabling distribution of Access programming to residential
sub sc ri bers . This commitment wi ll enable the City to send progra mming (currentl y bulletin
board scripts) directly to th e eq uipment at the hea d-e nd, rath er than ou r cu rren t method of
delivering data via modem. (Sec ti on 9.1 2)
AT&T Broadband has committed to upgrading Engl ewood's cab le plant within fiv e yea rs . As
incentive for AT&T to upgrade Englewood 's cable sys tem soo ner, language is included th at will
exte nd the ag ree ment by five years if th e upgrade is entirel y co mpleted with in three years; and
w ill exte nd the agreement by two years if the upgrad e is compl eted within fou r yea rs. (Section
12 .1)
AT&T has agreed to construct an Institutional Network (I-Net) lin king current and future City
fa ci lities, public schools, and oth er agen cies as ag reed to, with a fiber-optic network at AT&T's
direct incremental costs of labo r and materials. A sampling of I-Net possi bilities include: high-
sp ee d transmission of GIS and oth er data; the transmissi on of live training materials ; video-
confere nci n g; and fac ilitation of connections fo r telephone, security, and o ther communicarjons
appli ca ti ons. (Section 10)
The negoti ating team has work ed di li gently to ensure that the proposed franchise ag re ement is
bene ficial to the City of Engle wood and its ca ble subscribers. We have appreciated the efforts of
AT&T Br oadba nd as we've work ed toward agreement during these negotia tions.
On a related matter, in earl y March th e City received a "Req ues t for Consent to Change of Control"
(a nd the requisite FCC Form 394) resulting fr om the announced merge r of Comcast and AT&T
Broadband. The City has 120 da ys to approve, dtny, or conditionally approve th e request The
GMTC is working with member jurisdictions to assess the fi nancial , legal, and tech nica l
qualifica ti ons of the proposed ne w co ntrollin g enti ty. Ba sed o n th e resul ting findings , the GMTC
w ill draft a reso lution th 2t member jurisdi cti ons can use as a mo del to ta ke action on the transfer.
Attachm ent (:'reposed Agree ment)
an Brotzman, E ity-Ai,,,·,ney
Ke n Fellman , Kissin gpr I:, Fe llm an