12-1502 Franchise Agreement Cable OneCITY OF MERIDIAN ORDINANCE NO. I ~ '~SC~~.
BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA
AN ORDINANCE OF THE CITY OF MERIDIAN GRANTING A CABLE FRANCHISE TO
CABLE ONE INC TO PROVIDE CABLE SERVICES IN THE CITY OF MERIDIAN;
APPROVING AN AGREEMENT ESTABLISHING THE TERMS AND CONDITIONS OF
THE FRANCHISE GRANT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on July 10,1996, by City of Meridian Ordinance no. 734, the City Council of
the City of Meridian adopted the Cable Television Ordinance;
WHEREAS, the existing cable service franchise expired on July 1 1, 2011 and the parties
have been acting under an extension of that franchise until this new Agreement was reached;
WHEREAS, the City Council of the City of Meridian wishes to renew the non-exclusive
Cable Franchise Agreement with the incumbent operator for a new 15 year term;
WHEREAS, the effective date of the new Franchise Agreement shall be retroactive to July
12, 2011.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF MERIDIAN, ADA COUNTY, IDAHO:
Section 1. That Mayor and the City Council grants the non-exclusive franchise to Cable One
Inc, and approves the Cable Franchise Agreement to operate and maintain a cable system in the City
of Meridian, attached as Exhibit "A";
Section 2. That pursuant to the affirmative vote of one-half (1/2) plus one (1) of the
Members of the full Council, the rule requiring two (2) separate readings by title and one (1) reading
in full be, and the same is hereby, dispensed with, and accordingly, this Ordinance shall be in full
force and effect upon signing.
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PASSED b the Cit Council of the Cit of Meridian, Idaho, this ~ da of Januar 2012.
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APPR ED h M r f h i f M ri i n I h hi ~ f
OV b t e a o o t e C t o e d a da o t s~ da o Janua 2012.
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APPROVED:
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'T~D''~~1CL,~
ATTEST: ~~`~' r j mm e eerd, Mayor
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City of
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Jaycee Holman, City Clerk
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ORDINANCE ADOPTING THE CABLE FRANCH ~~l~~ EMENN~i~'~ PAGE l OF 1
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FRANCHISE AGREEMENT
(Cable Onq Inc.)
' hise A eement "A eement" is made and entered into this ~ ~` day of , 2011, by
This Franc gr ( ~' )
and between the City of Meridian, a municipal corporation ("Meridian")and Cable One, Inc. ("Fran hisee").
RECITALS
A. Meridian is a political subdivision of the State of Idaho, and has authority to enter into this Agreement.
Tammy deWeerd is the duly elected Mayor of Meridian. The Meridian City Council has authorized the
Mayor to execute this Agreement.
B. Franchisee is a duly organized and acting corporation lawfully conducting business within the State of
Idaho. John Gosch, Western Division Vice President, is the duly appointed agent of Franchisee and has
the authority to enter into this Agreement.
C. Subject to the terms and conditions set forth herein and Meridian Ordinance No.12~• 5o~the parties
hereto are desirous of entering into anon-exclusive fifteen (15) year franchise agreement, with Franchisee
providing cable services within the city limits of Meridian, Idaho.
D. Meridian having determined that the financial, legal and technical ability of the Franchisee is reasonably
sufficient to provide services, facilities, and equipment necessary to meet the future cable-related needs of
the community during the term of this Agreement, and having afforded the public adequate notice and
opportunity for comment, desires to enter into this Agreement with the Franchisee for the construction
and operation of a Cable System on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the
parties agree as follows:
I.DEFINITIONS
For the purposes of this Agreement, the following terms have the meanings set forth herein:
"Cable Act" shall mean Title VI of the communications Act of 1934, as amended by the Cable Communications
Policy Act of 1984, by the Cable Television Consumer Protection and Competition Act of 1992, and by the
Telecommunications Act of 1996, and as the same maybe further amended from time to time.
"Cable Services" shall mean: (A) the one-way transmission to customers of (i) video programming, or (ii) other
programming service, (B) customer interaction, if any, which is required for the selection or use of such video
programming or other programming service.
MERIDIAN AGREEMENT 1
"Cable S stem" shall mean a facility, consisting of a set of closed transmission paths and associated signal
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eneration rece tion and control equipment that is designed to provide Cable Services which includes video
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programming and which is provided to multiple Customers within a community.
"Customer" shall mean a Person who lawfully receives Cable Services within the Service Area with the
Franchisee's express permission.
"FCC" shall mean the Federal Communications Commission or successor governmental entity thereto.
"Franchisee" shall mean Cable One, Inc., a Delaware corporation lawfully doing business in Idaho.
"Gross Revenues" means any subscriber video revenues received by the Franchisee from the operation of the Cable
S stem to provide Cable Services in the Service Area. Gross Revenues shall be calculated and reported based on
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enerally accepted accounting principles (GAAP). Gross Revenues shall not include: (i) any fees or taxes which are
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im osed directly or indirectly on any Customer thereof by any governmental unit or agency and which are collected
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by the Franchisee on behalf of such governmental unit or agency, including without limitation the franchise fee
required by Section 5.1 hereof; (ii) any tax, fee, or assessment of any kind imposed by Meridian or other
governmental entity on a cable operator, or Customer, or both, solely because of their status as such; (iii) any other
special tax, assessment, or fee such as a business, occupation, and entertainment tax; and (iv) net unrecovered bad
debt.
"Lifeline" Cable Service or Economy service shall mean the lowest tier of that includes local television broadcast
signals.
"Meridian" Shall mean the City of Meridian, a political subdivision of the State of Idaho.
"Person" shall mean any individual, firm, partnership, corporation, organization, association, trust, Limited Liability
Company or other legal entity, residing in or doing business in the Service Area.
"Public Way" shall mean the surface of, and the space above and below, any public street, highway, freeway,
bridge, land path, alley, court, boulevard, sidewalk, parkway, way, lane, public way, drive, circle, or other public
right-of way, including, but not limited to, public utility easements, dedicated utility strips, or rights-of -way
dedicated for compatible uses and any temporary or permanent fixtures or improvements located thereon now or
hereafter held by Meridian in the Service Area which shall entitle Meridian and the Franchisee to the use thereof for
the purpose of installing, operating, repairing, and maintaining the Cable System. Public Way shall also mean any
easement now or hereafter held by Meridian within the Service Area for the purpose of public travel, or for utility or
public service use dedicated for compatible uses, and shall include other easements or rights-or-way as shall within
their proper use and meaning entitle Meridian and the Franchisee to the use thereof for the purposes of installing,
operating, repairing and maintaining the Franchisee's Cable System over poles, wire, cables, conductors, ducts,
conduits, vaults, manholes, amplifiers, appliances, attachments, power supplies, network reliability units and other
property as may be necessary or pertinent to the Cable System to include infrastructure associated with future
technologies.
"Service Area" shall mean the present municipal boundaries of Meridian, and shall include any additions thereto by
annexation or other legal means.
MERIDIAN AGREEMENT 2
"Standard Cable" shall mean the tier of service, including Lifeline/Economy service which consists of all the analog
channels carried by the system, currently all channels up to channel 99.
II. GRANT OF FRANCHISE
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' ' the Franchisee durin the term of this A Bement and Meridian Ordinance No. ~~ , a
Meridian hereby grants to g ~'
non-exclusive Franchise which grants the Franchisee the right and privilege to construct and operate a Cable
System in, along, among, upon, across, above, over, under or in any manner connected within designated Public
Ways located within the Service Area and for that purpose to erect, install, construct, repair, replace, reconstruct,
maintain, or retain in, on, over, under, upon, across, or along any Public Way and all extensions thereof and
additions thereto, such poles, wires, cables, conductors, ducts, conduits, vaults, manholes, pedestals, amplifiers,
appliances, attachments, power supplies, network reliability units and other related property or equipment as may
be necessary or appurtenant to the Cable System. The Franchise granted shall not preclude Meridian from
granting other or further franchises or permits or preclude Meridian from using any Public Way or affect its
jurisdiction over them or any part of them, or limit full power of Meridian to make such changes, as Meridian
shall reasonably deem necessary, including but not limited to the dedication, establishment, maintenance and
improvement of all new Public Ways.
1iT_ TERM
3.1 The Franchise granted hereunder shall be for a term of fifteen (15) years commencing on the effective date of
this Agreement as set forth below, unless otherwise lawfully terminated in accordance with the terms of this
Agreement. The effective date of this Franchise is retroactive to July 12, 2011. This Franchise shall expire on
July 11, 2026, unless extended by the mutual agreement, as provided below.
3.2 The Franchisee may surrender this franchise at any time upon filing with Meridian, a written notice of its
intention so to do, at least six (6) months before the surrender date. All the rights and privileges and all of the
obligations, duties, and liability of the Company under this franchise, except as to the extent previously accrued
hereunder, shall terminate on the surrender date specified in such notice. However, the Franchisee shall be
responsible for any pending constructions or other activities in stages of completion so that uncompleted or
unfinished work does not become the responsibility of Meridian.
3.3 This Franchise may be renewed by Meridian upon application by the Franchisee pursuant to the procedure
established by this section, and in accordance with the Cable Acts of 1984 and 1992, and/or any future relevant
laws.
IV. DUTIES AND RESPONSIBILITIES OF FRANCHISEE
4.1 Conditions of Occupancy. The Cable System installed by the Franchisee pursuant to the terms hereof shall be
located so as to cause a minimum of interference with the proper use of Public Ways and with the rights and
reasonable convenience of property owners who own property that adjoins or is otherwise contiguous to any
MERIDIAN AGREEMENT 3
Public Ways. Franchisee shall not place poles or other fixtures where they will interfere with any gas, electric, or
telephone fixtures, water hydrant, mains, pressue or gravity irrigation lines, or public sewer lines, and all poles
or other fixtures placed in any street shall be placed in the right-of--way between the roadway and any property
line as directed by Meridian and in accordance with Meridian's zoning and subdivision ordinances (as amended
from time to time). Any obstruction in the Public Way that interferes with the proper use of Public Ways and
with the rights of property owners who own property that adjoins any Public Way that, after proper notice to
Franchisee demanding removal, is not promptly removed by Franchisee may be removed by Meridian and the
labor, material and associated costs thereof shall be immediately paid by Franchisee. All of the Cable System
presently or in the future located, maintained or installed in the Public Ways within the Service Area shall at all
times be maintained in good order and conditions, in accordance with standard engineering practices and in
compliance with all applicable safety codes and lawful governmental regulations.
4.2 Restoration of Public Ways. If during the course of the Franchisee's construction, operation or maintenance
of the Cable System there occurs a material disturbance of any Public Way by the Franchisee or its employees,
contractor or agents, the Franchisee shall not unnecessarily or unreasonably obstruct the use of or damage any
Public Way, and shall within a reasonable time as early as practicable replace and restore such Public Way to a
condition reasonably comparable to the condition of the Public Way existing immediately prior to such
disturbance, as determined by Meridian's engineer, and in accordance with applicable city standards. Franchisee
shall warrant and guarantee the portions of the Public Ways disturbed by Franchisee, for a period of two (2)
years following the repair and replacement of the Public Way.
4.3 The Franchisee shall protect, support, raise, lower, temporarily disconnect, relocate in or remove from the
Public Way, as necessary, any property of the Franchisee, when lawfully requested by Meridian, for the benefit
of the public, not private interest. The request to relocate by Meridian shall be proceeded by the receipt of
reasonable advance written notice, as is practicable. Whenever Meridian shall pave or repave a Public Way, shall
change the grade or line of any Public Way or shall construct or reconstruct any conduit, sewer or water main,
pressure or gravity irrigation line, sewer or water connection or other public works or utility, it shall be the duty
of the Franchisee when requested by Meridian to change any portion of the Cable System or other property of
Franchisee so as to conform to the established grade or line of the Public Way and so as not to interfere with the
conduits, sewer or water main, sewer or water connection or other public works or utility as constructed or
reconstructed. Franchisee shall bear the sole cost of compliance with the Section 4.3. Meridian will make a
reasonable effort to avoid the need for such moving or changing whenever possible.
4.4 Relocation at Request of Third Party. The Franchisee shall, on the request of any Person holding a lawful
building moving permit issued by Meridian, protect, support, raise, lower, temporarily disconnect, relocate in or
remove from any Public Way, as necessary, any property of the Franchisee, provided: (a) the expense of such is
paid by said Person benefiting from the relocation, including, if required by the Franchisee, making such
payment in advance; and (b) the Franchisee is given reasonable advance written notice to prepare for such
changes. For purposes of this Section, "reasonable advance written notice" shall be no less than ten (10) business
days in the event of a temporary relocation, and no less than on hundred twenty (120) days for a permanent
relocation.
4.5 Trimming of Trees and Shrubbery. The Franchisee shall have the authority to trim trees or other natural
growth in order to access and maintain the Cable System, according to the trimming and removal provisions of
Meridian's free ordinance (as amended from time to time) and in consultation with Meridian's forester.
MERIDIAN AGREEMENT 4
4.6 Safety Requirements. Construction, operation and maintenance of the Cable System shall be performed in an
orderly and workmanlike manner. All such work shall be performed in substantial accordance with applicable
federal, state and local regulations and the National Electric Safety Code. The Cable System shall not
unreasonably endanger or interfere with the safety of Persons or property in the Service Area.
4.7 Aerial and Underground Construction.
A. When Franchisee extends its cable system to areas within Meridian where all of the transmission or
distribution facilities ofthe respective public utilities providing telephone communications and electric
services are underground, Franchisee likewise shall construct, operate, and maintain all of its
transmission and distribution facilities underground. If the transmission or distribution facility of the
Franchisee is aerial and located on the transmission and distribution facility of a public utility providing
telephone communications or electric services, and if a public utility relocates its transmission and
distribution facility underground, the Franchisee shall in conjunction with the public utility underground
relocation efforts, construct, operate and maintain all of its transmission and distribution facilities, or any
part thereof, underground. Nothing contained in this Section shall require the Franchisee to construct,
operate and maintain underground any ground-mounted appurtenances such as Customer taps, line
extenders, system passive devices (splatters, directional couplers), amplifiers, power supplies, network
reliability units, pedestals, or other related equipment. The Franchisee recognizes that all public or private
utility transmission and distribution facilities installed in a Meridian subdivision shall be placed
underground unless the Cable ONE and the Meridian engineer both agree that to do so is unfeasible.
B. Notwithstanding anything to the contrary contained in this Section, in the event that all of the transmission
or distribution facilities of the respective public utilities providing telephone communications and electric
services are placed underground after the effective date of this Franchise, the Franchisee shall only be
required to construct, operate and maintain all of its transmission and distribution facilities underground if
it is given reasonable notice and access to the public utilities' facilities at the time that such are placed
underground.
C. Meridian shall provide Franchisee with written notice of the issuance of building or development permits
for planned commercial, industrial, office or residential developments within the Service Area requiring
undergrounding of cable facilities. Meridian agrees to require as a condition of issuing any permit for
open trenching to any utility or developer, that the utility or developer give Franchisee reasonable access
to open trenches for deployment of cable facilities and written notice of the date of availability of
trenches. Such notice must be received by the Franchisee at least ten (10) business days prior to
availability.
4.8 Required Extensions of Service.
A. The Franchisee agrees to provide Cable Service to all the owners of improved property in the Service Area,
subject to the density requirements specified in this Section. Whenever the Franchisee receives a
MERIDIAN AGREEMENT 5
request for Cable Service from a potential Customer in an un-served azea where there are at least forty
(40) separate or individual improved residential properties or units (for example a duplex would qualify
as two (2) residential properties) within on (1) mile from the portion of the Franchisee's trunk or
distribution cable which is to be extended, the Franchisee shall extend its Cable System to such
Customers at no cost to said Customers for the Cable System extension, other than the applicable
installation charge, provided that such extension is technically feasible., Notwithstanding the foregoing,
the Franchisee shall have the right, but not the obligation to extend the Cable System, into any area that
does not otherwise qualify for extension of services.
B. If a potential Customer resides in an area that does not meet the density requirements of Section 4.8 (A)
above, the Franchisee shall only be required to extend the Cable System if the Customers in that area are
willing to share the capital costs of extending the Cable System by making a capital contribution in aid of
construction, including cost of material, labor, and easements. Specifically, the Franchisee shall
contribute a capital amount equal to the construction cost per mile, multiplied by a fraction whose
numerator equals the actual number of residences per mile of its trunk or distribution cable, and whose
denominator equals 40. Customers who request service hereunder shall bear the remaining construction
costs on a pro rata basis. The Franchisee may require that the payment of the capital contribution in aid
of construction borne by such potential Customers be paid in advance. Customer shall also be responsible
for any applicable installation charges to extend the Cable System from the tap to the residence.
C. Franchisee shall not be required to offer Cable Service to individually rented units of a multiple dwelling
unit ("MDU") within the Service Area unless the owner of the MDU consents in writing to the following:
(i) to Franchisee's providing of Cable Service to individual units of the facility; (ii) to reasonable
conditions and times for installation, maintenance and inspection of the portion of the Cable System on
the facility premises; (iii) to reasonable conditions promulgated by Franchisee to protect Franchisee's
equipment and to encourage widespread use of the Cable System; and (iv) to not demand payment from
Franchisee for permitting Franchisee to provide Cable Service to the MDU and to not discriminate in
rental charges, or otherwise, between tenants who receive Cable Service from the Franchisee and those
who do not.
4.9 Service to Public Buildings. The Franchisee shall, upon request by and without charge to the building owner,
provide; one outlet of Standard Cable Services to those buildings owned or occupied by Meridian governmental
agencies and public school buildings within the Service Area. Meridian shall not encourage the use of the
Franchisee's Cable System in any manner that results in the inappropriate use thereof or any loss or damage to
the Cable System. Meridian shall hold the Franchisee harmless from any and all liability or claims arising out of
the provision and use of Cable Service to Meridian governmental agencies required by this Section. If additional
outlets of basic cable are provided to such buildings, the building owner shall pay the usual installation and
service fees associated therewith, including, but not limited to, labor and materials. Meridian will not provide
access to Franchisee's Cable Services to private tenants of these buildings.
4.10 Permit Required. Franchisee shall secure all necessary permits within the Public Ways within the Service
Area and shall be subject to all applicable ordinances. The Franchisee agrees to pay any land use fee resulting
from their initiation of any land use actions within Meridian.
MERIDIAN AGREEMENT 6
4.11 Emergency Use. The Franchisee shall comply with the applicable rules regulations of the FCC regarding
Emergency Alert Systems ("EAS") (47 C.F.R Part 11). Franchisee shall transmit Federal, state and local EAS
announcements, tests and messages. Meridian shall be permitted to use Franchisees EAS for emergency use only
when franchisee is not otherwise carrying emergency messages as required by the applicable FCC rules.
Meridian shall permit only appropriately trained and authorized Persons to operate the EAS equipment and shall
take reasonable precautions to prevent any use of the Franchisee's Cable System in any manner that results in
inappropriate use thereof, or any loss or damage to the Cable system. Except to the extent expressly prohibited
by law, Meridian shall hold the Franchisee, its employees, officers and assigns harmless from any claims arising
out of Meridian's use of the EAS, including, but not limited to, reasonable attorneys' fees and costs.
4.12 Installation Map. Franchisee shall, at all times, maintain a complete interactive working map [s] showing
the exact location of all the equipment of the cable system installed or in use in the streets and other public
locations in Meridian, and the map [s] shall be accessible at normal business hours to Meridian for all proper
purposes. Franchisee shall provide a protocol for providing Meridian mapping information after hours to address
emergency circumstances requiring a mapping assessment.
4.13 Discrimination Prohibited. Franchisee shall not, because of age, race, creed, color, national origin or sex,
unlawfully (i) refuse to hire or employ, (ii) bar or discharge from employment, or (iii) discriminate against any
person in terms, conditions or privileges of employment.
4.14 Use of System by Meridian. Upon written notification from Meridian to the franchisee, Meridian shall have
the right to make additional use, for any public purpose, other than direct competition with Franchisee, of any
poles or conduits controlled or maintained exclusively by or the Franchisee in any Public Way, proved that:
(a) Such use by Meridian does not interfere with current of future use by the Franchisee.
(b) Meridian holds the Franchisee harmless against and from all claims, demands, costs, or liabilities of
every kind and nature whatsoever arising out of such use of said poles or conduits, including but not
limited to, reasonable attorneys fees and costs, and at the Franchisees' sole discretion and upon written
notification from the Franchisee to Meridian, Meridian may be required to either pay a reasonable fee or
otherwise reasonably compensate Franchisee for the use of such poles, conduits, or equipment;
provided that Franchisee agrees that such compensation or charge shall not exceed those paid by it or to
it by public utilities pursuant to usual and customary co-location agreements in the Service Area.
4.14 Service Standards. The Franchisee shall maintain and operate its system and render efficient service in
accordance with such rules and regulations as are, or may be hereinafter promulgated by the FCC.
4.15 Local Office. Franchisee shall maintain a local office in Canyon County with telephone service and such
staff as needed to respond to contact and inquh~ies from the Service Area. Office hours shall be 9:00 o'clock a.m.
to 5:00 o'clock p.m. of each weekday, except when holidays fall on weekdays.
MERIDIAN AGREEMENT 7
V. REGULATION BY MERIDIAN
5.1 Franchise Fee. The Franchisee shall pay to Meridian a franchise fee equal to five percent (5%) of Gross
Revenues as defined by section I Defmitions above, received by the Franchisee from the operation of the Cable
System to provide Cable Services on asemi-annual basis. These two (2) payments shall be paid within 60 days
after the end of each six month period during all the years for which the franchise is granted.
For the purposes of this section, the semi-annual periods applicable under this Franchise for the computation of
the payments to the City of Meridian, shall be January 1 through June 30 and July 1 through December 31 of
each calendar year.
5.2 Rates and Charges.
A. Meridian may regulate rates for the provision of basic Cable Services and equipment as expressly
permitted by applicable law.
B. The Franchisee may charge a fee for the recovery of costs incurred to collect late payments for
Cable Services if the following conditions have been met:
(1) The Customer's bill sets forth when the fee will be assessed;
(2) The fee is not assessed any earlier than the tenth (10°i) day after the due date as reflected
on the Customer's bill; and the bill sets forth the amount of the fee.
5.3 Public Education and Government (PEG) funding. During the third (3`a), eighth (8ei) and twelfth (12°i) years
of the franchise term, Meridian may, upon ninety (90) days prior written notice to Franchisee, enter into
negotiations with Franchisee to amend this Franchise Agreement to include a franchise provision for the
collections of a separate line item on Customer invoices to provide funding for PEG as allowed by the then
applicable federal laws. Franchisee agrees to provide ninety (90) days written notice to Meridian in the event of
any pending changes to bandwidth in the Lifeline/Economy Service cable spectrum that would result in the
preclusion of Meridian's ability to establish a PEG channel in the Lifeline/Economy Service cable spectrum (or
Franchisee's most basic cable service offering.)
Any fee imposed by the Franchisee that does not exceed $5.00 in 2011 dollars (as adjusted annually for inflation
based on the Consumer Price Index) shall be presumed reasonable to cover the costs associate with the
delinquent payment. The assessment of a fee pursuant to this Section shall not be construed as a limitation on the
Franchisee's right to charge any other lawful fees or charges.
VI. COMPLIANCE AND MONITORING
The Franchisee agrees that Meridian, upon thirty (30) days prior written notice to the Franchisee, may review its
books and records as is necessary to ensure compliance with the terms of this Franchise. Notwithstanding
anything to the contrary set forth herein, the Franchisee shall not be required to disclose information that
contains trade secrets or is proprietary or confidential in nature, nor disclose books and records of any affiliate.
MERIDIAN AGREEMENT 8
The Franchisee shall not be required to provide Customer information in violation of Section 631 of the Cable
Actor any comparable state law or regulation regarding the protection of Customer privacy. Upon request by
Meridian, the Franchisee shall furnish Meridian with a complete set of maps, including plans and profiles of the
Cable System in format acceptable to Meridian's geographic information system (GIS) manage. The Franchisee
shall not be required to maintain any books and records for Franchise compliance purposes longer than three (3)
years.
VII. INSURANCE AND INDEMNIFICATION
7.1 Insurance Requirements. The Franchisee shall maintain in full force and effect, at its sole cost and expense,
during the term of this Agreement, commercial general liability insurance for the propose of protecting Meridian
against liability for loss or damage, for bodily injury, property damage, personal injury, death, civil rights
violations, and errors and omissions, relating to the operations of the Franchisee under this Agreement or the
Franchise. Such policy shall provide insurance against property damage in an amount not less than $500,000.00
and bodily injury with limits of not less $500,000.00 per person and $1,000,000.00 total for each occurrence;
provided, however, the minimum limits of insurance as set forth herein shall be automatically increased at any
time the liability limits of Meridian are increased pursuant to the Idaho Tort Claims Act (Idaho Code Sections 6-
901 et seq.). such insurance shall benon-cancellable except upon thirty (30) days prior written notice to
Meridian. All of the insurance policies shall contain provisions that the insurers shall have no right of recovery
or subrogation against Meridian, or Meridian's insurer with regard to the aforementioned losses or damages. The
Franchisee's certificates of insurance shall name Meridian and its officials, employees and agents as additional
named insured and shall be endorsed to specify that such policies cover the liability assumed by Franchisee
under this Agreement. Franchisee shall also secure and maintain at least the statutory amounts of worker's
compensation, disability benefits, and unemployment insurance in accordance with the laws of the State of
Idaho. Such insurance shall provide at least thirty (30) days written notice to Meridian before such policy is
suspended, canceled, amended or terminated. The Franchisee shall provide evidence of acceptable insurance at
limits listed above to City Clerk, City of Meridian. 7.2 Indemnification. The Franchisee and its employees are
not, under this Agreement, employees or agents of Meridian. The Franchisee covenants and agrees to indemnify,
defend and hold Meridian harmless from and against any and all claims, demands, causes of action, suits, losses,
liabilities, damages, costs and expenses, including attorney fees, that may accrue, directly or indirectly, by reason
of any actor omission on the part of Franchisee, its agents, employees, assigns or anyone subcontracting with
Franchisee, related to damages that arise out of the Franchisee's installation, construction, operation, or
maintenance of its Cable System, to bodily injury, property damage, personal injury and death that arise out of
the Franchisee's construction, operation or maintenance of the Cable System and to the provision of any service
or duty under this Agreement. Franchisee shall have the duty to appear and defend any such demand, claim, suit
or action on behalf of Meridian, without cost or expense to Meridian.
VII. ANNEXATION
In the event Meridian annexes additional territory during the term of the Agreement, the Franchisee shall have
the non-exclusive authority and privilege to engage in the provision of Cable Services, in the annexed territory
subject to this Agreement, provided the service area boundaries are correspondingly amended by way of a map
MERIDIAN AGREEMENT 9
and legal description detailing the expanded area. In the event that the newly annexed territory is already served
by a facilities based cable services provider, Franchisee may choose to or refrain from overbuilding in
consultation with Meridian based on business and/or fmancial considerations.
IX.DEFAULT AND REMEDIES
9.1 Termination for Cause. Meridian may terminate this agreement for cause if franchisee substantially fails to
perform or defaults on any of the material duties or responsibilities set forth in this agreement.
9.2 Corrective Action. If the Meridian City Council fmds that Franchisee has failed to perform or defaulted on
any or all of the duties or responsibilities set forth in this Agreement, Meridian shall provide Franchisee a written
"Notice of Default" in accordance with paragraph 10.12 of this Agreement. The Notice of Default shall describe
with sufficient detail Franchisee's failure to perform and/or default. Franchisee shall have a period of thirty (30)
days from the receipt or delivery of the Notice of Defa ult to correct the failure to perform or default. If
Franchisee fails to correct the failure to perform and/or default with thirty (30) days, Meridian may terminate this
Agreement and revoke the Franchise in accordance with the procedures described in paragraph 9.4 of this
Agreement.
9.3 Enforcement. Subject to applicable federal and state law, in the event Franchisee is in default of any
provision of the Franchise, Meridian may:
A. Seek specific performance of any provision that reasonably lend itself to such remedy, as an
alternative to damages;
B. Commence an action at law for monetary damages or seek other equitable relief; and/or in the case
of a substantial default of a material provision of this Agreement or the Franchise, seek to terminate
this Agreement and revoke the Franchise in accordance with Section 9.4 of this Agreement.
9.4 Revocation.
A. Should Meridian seek to revoke the Franchise after complying with the procedures set forth in Sections
9.2 of this Agreement, Meridian shall give written notice to the Franchisee of its intent to terminate this
agreement and to revoke the Franchise ("Notice of Intent to Revoke") based on a substantial default of
Iaterial provision of the Agreement or the Franchise. The Notice of Intent to Revoke shall contain the
following:
(1) A description of the specific nature of the default(s)
(2) A statement of intent to revoke the Franchise;
(3) A statement that a public hearing shall be held to consider the grounds for the
termination of this Agreement and the revocation of the Franchise; and
(4) The date, time and place of a hearing. The public hearing described herein shall be
scheduled between ninety (90) days and one hundred twenty (120) days from the date
of the Franchisee's receipt of the Notice of Intent to Revoke.
(5) The Franchisee shall, within ninety (90) days from the receipt of the Notice of Intent to
MERIDIAN AGREEMENT 10
revoke, indicate whether it accepts the Notice of Intent to Revoke, or if it wishes to
proceed to hearing. If it wishes to proceed to hearing, it shall provide, in writing, its
objections to the Notice of Intent to Revoke together withal] supporting evidence.
B. At the designated hearing, Meridian shall give the Franchisee a full and fair opportunity to state its
position on the matter, including without limitation the right to introduce evidence, to require the
productions of evidence, to question witnesses and to obtain a transcript of the proceeding, after
which Meridian shall determine whether this Agreement shall be terminated and the Franchise
revoked.
C. Meridian may, at its sole discretion, take any lawful action that it deems appropriate to enforce
Meridian's rights under the Franchise in lieu of revocation of the Franchise.
D. The Franchisee may appeal any determination of Meridian to an appropriate court, which shall
have the power to review the decision of Meridian on the record. Such appeal to the appropriate
court must be taken within sixty (60) days of the issuance of the written determination made by
Meridian.
X.MISCELLANEOUS PROVISIONS
10.1 Paragraph headings. The Headings in this Agreement are inserted for convenience and identification only
and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Agreement or
any of the provisions of the Agreement.
10.2 Provisions Severable. Every provision of this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of the Agreement.
10.3 Rights and Remedies are Cumulative. The rights and remedies provided by this Agreement are cumulative
and the use of anyone right or remedy by any party shall not preclude nor waive its rights to use any or all other
remedies. Any rights provided to the parties under this Agreement are given in addition to any other rights the
parties may have by law, statute, ordinance or otherwise.
10.4 Attorney's Fees. In the event of any dispute with regard to the interpretation or enforcement of this
Agreement, the prevailing pazty shall be entitled to recover its reasonable costs and attorneys fees whether or not
a lawsuit is actually filed, and on any appeals, and in any bankruptcy proceeding.
10.5 Successors and Assigns. This Agreement and the terms and provisions hereof shall inure to the benefit of
and be binding upon the heirs, personal representatives, successors and assigns of the parties hereto.
10.6 Entire Agreement. This Agreement contains the entire agreement between the parties respecting the matters
herein set forth and supersedes all prior agreements between the parties hereto respecting such matters.
MERIDIAN AGREEMENT 11
10.7 Preparation of Agreement. No presumption shall exist in favor of or against any party to this Agreement as
a result of the drafting and preparation of the document.
10.8 No Waiver. No waiver of any breach by either parry of the terms of this Agreement shall be deemed a
waiver of any subsequent breach of the Agreement.
10.9 Counterparts. This Agreement maybe executed simultaneously in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.
10.10 Amendment. No amendment of this Agreement shall be effective unless the amendment is in writing,
signed by each of the parties, after proper public noticing procedures. Neither party may unilaterally alter the
material rights and obligations set forth in this Agreement.
10.11 Savings Clause. If any of the provisions of the Agreement shall be held to be unenforceable or
unconstitutional, the remaining provisions shall remain enforceable.
10.12 Notices. All notices and demands of any kind which either party hereto may be required or desires to serve
upon the other party under the terms of the Agreement shall be in writing and shall be served upon such other
party by personal service, or by leaving a copy of such notice or demand at the address hereinafter set forth,
whereupon service shall be deemed complete, or by mailing a copy thereof by certified or registered mail,
airmail if the address is outside the state in which the same in mailed, postage prepaid, with return receipt
requested.
addressed as follows
MERIDIAN: City of Meridian
c/o City Clerk
33 E Broadway Ave
Meridian, Idaho 83642
FRANCHISEE: Cable ONE
1314 N. 3`a Street
Phoenix, AZ 85004
Attention: John Gosch VP West Division
Incase of service by mail, it shall be deemed complete on the day of actual delivery as shown on the addressee's
registry of certification receipt or at the expiration of the third day after the date of mailing, whichever first occurs.
The addresses to which notices and demands shall be delivered or sent may be changed from time to time by notice
served as hereinabove provided by either party upon the other party.
MERIDIAN AGREEMENT 12
10.13 Assignment.
(a) Assignment or Transfer. This Franchise shall not be assigned or transferred without the prior
approval of Meridian which shall not be withheld unreasonably. The purchaser, assignee, or
transferee must demonstrate to the satisfaction of Meridian, its fmancial and technical ability to
operate and maintain the System.
(b) Notice. The Franchisee under this document shall give Meridian written notice of any proposed
purchaser, assignee, or transferee of the Franchise and should Meridian fail to call a meeting of the
City Council to consider and act upon such proposed sale, assignment or transfer within sixty days
following receipt of written notice of such proposed sale, transfer, on assignment, Meridian shall
be deemed to have consented to the proposed sale, transfer, or assignment.
(c) No such consent shall be required, however, for a transfer in trust, by mortgage, by other
hypothecation, or by assignment of any rights, title, or interest of the Franchisee in the Franchise or
Cable System in order to secure indebtedness.
10.14 Force Majeure. Neither party shall be liable for failure to perform hereunder, in whole or in part, due to
contingencies beyond the party's reasonable control, including but not necessarily limited to acts of God, the
public enemy (including acts of terrorism); fire, floods, epidemics, eazthquakes, quarantine restrictions, and
strikes not created by Franchisee, whether now existing or hereafter created.
10.15 Compliance with Laws. Franchisee shall comply with all applicable federal, state and local statutes, laws,
rules, regulations and ordinances, including the Federal Occupational Safety and Health Act of 1970, as
amended. Excluding Meridian's lawful exercise of police powers related to the use and occupation of the Public
Way, if a local statute enacted subsequent to the effective date of this agreement conflicts with the terms of this
agreement, the terms of this agreement shall prevail.
10.16 Publication Costs. Franchisee shall assume all costs of publication required by law for the grant of the
Franchise.
MERIDIAN AGREEMENT 13
IN WITNESS WHEREOF, the parties hereto have executed this Franchise Agreement on the day and year first
above written.
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