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0262 Area Cable Commission 1986CITY OF CHUBBUCK, IDAHO ORDINANCE NO..~&~ AN ORDINANCE OF THE CITY OF CHUBBUCK, IDAHO, REPEALING FORMER CABLE TV ORDINANCES NUMBERS 76, 84 AND 158 AND REENACTING A NEW CABLE TV ORDINANCE; GRANTING A NONEXCLUSIVE FRANCHISE FOR THE OPERATION (DF A CABLE COMMUNICATION SYSTEM TO GROUP W CABLE, INC; ADOPTING DEFINITIONS; ESTABLISHING A CHUBBUCK AREA CABLE COMMISSION AND ITS AUIHORITY; AUTHORIZING THE CITY COUNCIL TO JOINTLY ESTABLISH AN AREA CABLE COMMISSION TO SUPPLANT THE CHUBBUCK AREA CABLE COMMISSION; PROVIDING FOR CHANNEL CAPACITY, BASIC SERVICE AND SERVICE TO INSTITUTIONS; PROVIDING THAT THE CITY OF CHUBBUCK RESERVES RATE REGULATION AUTHORITY; ESTABLISHING AREAS OF RATE REGULATION AND PROCEDURE; PROVIDING FOR THE PROHIBITION OF DISCRIMINATORY OR PREFERENCIAL PRACTICES; ESTABLISHING PROCEDURES FOR DISCONNECTION FOR FAILURE TO PAY; AUTHORIZING ADVERTISING PROMOTION; PROVIDING FOR EXTENSION OF SERVICE; SERVICE AVAILABILITY; SERVICE TO INDIVIDUAL SUBSCRIBERS FROM EXISTING SYSTEMS; PROVIDING FOR ADDITIONAL EXTENSIONS OF SERVICE, UNDERGROUND EXTENSION OF SYSTEMS, AERIAL EXTENSION OF SYSTEMS, AND EXTENSION OF SERVICE BY AGREEMENT; PROVIDING FOR COMPLIANCE WITH CONSTRUCTION AND TECHNICAL STANDARDS; PROVIDING FOR PERFORMANCE EVALUATION SESSIONS INCLUDING FREQUENCY, TOPICS AND NOTICE; PROVIDING FOR USE OF PUBLIC WAYS RELATING TO STREET OPENING OR OBSTRUCTIONS, UNDERGROUNDING AND POLICE USE, RESTORATION AND REPAIR OF STREETS, GRANTOR'S USE OF STREET, TREE TRIMMING, GRANTORS USE OF POLES, EQUIPMENT MAINTENANCE, TEMPORARY REMOVAL OF FACILITIES, MAPS AND RECORDS, EMERGENCY REMOVAL OF FACILITIES, AND ALTERNATE ROUTING OF FACILITIES; PROVIDING FOR PAYMENT TO GRANTOR IN THE FORM OF FRANCHISE FEES TOTALING 3% OF GRANTEE'S GROSS ANNUAL REVENUES, PAYMENT SCHEDULE, LATE PENALTY, VERIFICATION OF AMOUNT DUE, PAYMENT TO GRANTOR OF FEE FOR SUPPORT OF ACCESS CHANNELS, AND THAT COMPENSATION NOT TO BE REGARDED AS A CREDIT AGAINST CERTAIN TAXES AND FEES; PROVIDING FOR PUBLIC LIABILITY INSURANCE, REIMBURSEMENT OF COSTS, NOTICE OF CANCELLATION OR REDUCTION IN COVERAGE, EVIDENCE OF INSURANCE TO BE FILED WITH GRANTOR, NO WAIVER OF LETTER OF CREDIT, AND GRANTEES RIGHT TO DEFEND; PROVIDING FOR RESPONSIBILITIES TO PUBLIC RELATING TO REPAIR, REMOVAL OF FACILITIES UPON REQUEST, COMPLAINT PROCEDURES AND INQUIRIES, MAINTENANCE OF SERVICE, MONITORING CABLE TAPPING PREVENTION, PROHIBITING SALE OF SUBSCRIBER LIST, GRANTEE RULES AND REGULATIONS, EQUAL EMPLOYMENT COMPLIANCE AND PROHIBITING CENSORSHIP; SALES, SERVICE OR REPAIR OF TELEVISION Ordinance - Page 1 jm CH#5-34 RECEIVER PROHIBITED; PROVIDING FOR REPORTS AND RECORDS ANNUALLY, COPIES, COST AND DOCUMENTATION OF REPORTS; PROVIDING FOR SOLICITATION BY GRANTEE; PROVIDING FOR TIME OF DURATION AND RENEWAL OF FRANCHISE, AND ADDITIONAL PROPOSALS; PROVIDING FOR FORFEITURE AND TERMINATION OF FRANCHISE; PROVIDING FOR CHANGE OF OWNERSHIP RELATING TO TRANSFERS AND ASSIGNMENTS, MANDATORY CONTINUITY OF SERVICE, FORECLOSURE, RECEIVERSHIP, DISPOSITION OF FACILITIES; PROVIDING FOR PAYMENT OF LITIGATION COST; PROVIDING FOR PENALTIES FOR VIOLATION OF GRANTEE'S OBLIGATIONS; PROVIDING FOR NEW DEVELOPMENTS AND FOR SEVERABILITY; REPEALING PRIOR CONFLICTING ORDINANCES; AND PROVIDING WHEN THIS ORDINANCE SHALL BECOME EFFECTIVE. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF CHUBBUCK, IDAHO: SECTION 1: Purpose. A non-exclusive franchise, effective January 1, 1985, is hereby granted to Group W Cable, Inc., hereinafter referred to as "Grantee", to install, construct, maintain, reconstruct, and expand a cable communications system within the public streets, ways, alleys, public utility easements, and places of the City of Chubbuck, Idaho, hereinafter referred to as "Grantor". This franchise shall constitute both a right and an obligation to provide the service of a cable communications system as required by the provisions of this ordinance. SECTION 2: Short Title. This ordinance shall be known as the "Group W Cable TV Non-Exclusive Franchise Ordinance". SECTION 3: Definitions. For the purpose of this ordinance the following terms have the meaning given herein: A. "Basic Service" means those services and channels required to be delivered by Grantee pursuant to the rules and regulations of the Federal Communications Commission. B. "Cable Communications System" or "system" means a system of antennas, cable amplifiers, towers, microwave lines, waveguides, laser beams, satellites, earth stations, or any other conducters, converters, equipment, or facilities, designed and Ordinance - Page 2 jm CH#5-34 constructed for the purpose of producing, receiving, amplifying, storing, processing or distributing audio, video, digital, or other forms of electronic or electrical signals. C. "Commission" means that Chubbuck area Cable commission established by the Chubbuck City Council or such other area cable commission as may be established jointly by the City Council's of the municipalities or political subdivisions serviced by Grantee. D. "Community Access Channel" means any channel or portion of a channel utilized for programming on a non-profit basis under rules established by the Commission for use of such channels. E. "Converter" means an electronic device, which converts signals to a frequency not susceptible to interference within the television receiver of a subscriber, and increases the number of channels the subscriber may select. F. "Education Access Channel" means any channel or portion of a channel on which educational institutions are the only designated programmers. G. "FCC" means the Federal Communications Commission. H. "Franchise Territory" means the area within the legal boundaries of the Grantor and ncluding any areas annexed during the term of the franchise. I. "Government Access Channel" means any channel or portion of a channel on which government agencies are the only designated programmers. J. "Gross Annual Revenues" means any and all compensation in whatever form, grant, subsidy, exchange, or otherwise, directly or indirectly received by Grantee from the provision of cable television services within the franchised area. K. "Leased Access Channel" means any channel or portion of a channel available for use for a fee or charge by persons or entities other than the grantee. Ordinance - Page 3 jm CH#5-34 L. "Monitoring" means observing a one-way communications signal, or the absence of a signal, where the observor is neither the subscriber nor the programmer, where the signal is observed by visual or electronic means for any purpose whatever. M. "Pay television" means the delivery oer the CATV system of video and audio signals in inteligible form which are offered individually to subscribers for a fee or charge over and above the charge for basic service, on a per program, per channel, per tier or other subscription basis. N. "Standard installation charge" means the cost to the subscriber for connection to the cable communication system in the amount specified in the current rate schedule. O. "Streets" means the surface of and the space above and below any public street, sidewalk, alley, easement, or other dedicated public way of any type whatsoever, now or hereafter existing as such within the jurisdiction of the Grantor. P. "Subscriber" means any person, firm, corporation, or other entity lawfully and for consideration receiving electronic signals by means of the Grantee's cable communications system. Q. "Tapping" means observing a two-way communication signal exchange, where the observer is neither of the communicating parties, whether the exchange is observed by visual or electronic means, for any purpose whatsoever. SECTION 4: Commission Authority. The Grantor will appoint a Chubbuck Area Cable Commission, or may jointly establishby resolution, an area cable commission with one or more of the other municipalities or political subdivisions serviced by the Grantee. Such Chubbuck Area Cable Commission or jointly-established area cable commission shall hereinafter be referred to as the "commission". The commission will perform the following functions: Ordinance - Page 4 jm CH#5-34 (a) Make recommendations to the City Council(s) on the operation and promotion of access channels. (b) Prepare a recommended budget for presentation to the City Council(s) to carry out such operation and promotion of access channels. (c) Assist City Council(s) in each of the three-year performance evaluation review phases of this non-exclusive franchise. (d) Review complaints between the City, Grantee and affected subscribers. In the event a complaint cannot be resolved by the commission to the satisfaction of the parties, the commission will make recommendations to the City Council(s) for resolution of the complaint. SECTION 5: Services Provided. A. Basic Service. Basic service shall include all the signals and services required to be carried by the FCC. B. Service to Institutions. Upon request and consistent with FCC regulations, the Grantee shall make single standard aerial installations of its cable communication system facilities to each fire and police station, public school, City Hall, County Courthouse and all public libraries within the franchise territory on the terms provided in Section 7B of this Ordinance except that no standard installation fee shall be imposed for such installations. No monthly service charge shall be made for distribution of the basic service to these locations. SECTION 6: Rates. A. Basic Rates. Initial basic rates shall be no higher than those charged by the Grantor in its Pocatello, Idaho cable television system. If Grantee maintains the same or a lower level of basic rates than those in its Pocatello system, Grantor agrees not to regulate such basic rates. If Grantee wishes to charge basic rates which exceed those in its Pocatello system, Grantor reserves the right to regulate such basic rates. Ordinance - Page 5 jm CH#5-34 B. Areas of Rate Regulation. Should Grantor decide to exercise its reserved right of bsic rate regulation as provided in A, above, it may establish and fix maximum allowable rates for basic services which shall include the following: (1) rates for the provision of basic service which includes basic converter to subscribers; (2) rates for the installation and connection of basic services. C. Rate Schedule. Grantee shall keep on file with the city clerk a current schedule of all subscriber rates and charges. D. Advance Char~es. Grantee may require subscribers to pay for each month of basic service in advance at the beginning of each month. E. Prohibition of Discriminatory or Preferential Practices. The Grantee shall not, in its rates or charges, or in making available the services or facilities of its system, or in its rules or regulations, or in any other respect, make or grant discriminatory preference or advantages to any subscriber or potential subscriber to the system, or to any user or potential user of the system; and shall not subject any such persons to any prejudice or disadvantage; provided nothing herein shall prevent Grantee from establishing different rates for uniform classes of subscribers or reducing rates as permitted by Section 6(G) herein. F. Disconnections for Failure to Pay. There shall be no charge for disconnection from the system. If a subscriber has failed to pay a properly due monthly subscriber fee within fifteen (15) days after the due date of the fee, Grantee may cause disconnection of the subscriber's cable installation after ten (10) day prior written notice; hwoever, upon payment in full of the delinquent monthly subscriber fee, and the reconnection charge, the Grantee shall promptly reinstate the subscriber's service. Ordinance - Page 6 jm CH#5-34 G. Promotions. The Grantee shall have the right to conduct promotional campaigns to the general public without discimination within a class of subscribers which permit subscriptions, connections and installation to the system at a lesser rate than those approved by the Grantor. SECTION 7: Extension of Service. A. Service Availability and Request Record. The Grantee shall provide cable communications service throughout the franchise territory pursuant to the provisions of this section and shall keep a record for at least three years of all requests for service received by the Grantee. This record shall be available for inspection by the Grantor or its designee at the local office of the Grantee during regular office hours. B. Service to Individual Subscribers from Existinq System. Where a subscriber can be served from the Grantee's existing system, without extension of trunk or distribution cable, the Grantee shall serve the potential subscriber upon request on the following terms and conditions: (1) The dwelling unit shall be connected to cable at the standard installation charge if the connection can be made with an aerial drop and does not exceed 150 feet. (2) If the aerial connection drop exceeds 150 feet, the potential subscriber may be charged the actual cost for the distance exceeding 150 feet plus standard installation charge, and Grantee may request advance payment for such installation. (3) If the requested installation is to be placed underground, the potential subscriber must pay for furnishing open trench, as specified by the Grantee, backfilling and restoring to original conditions and Grantee may request advance payment for such work. (4) The potential subscriber shall arrange for all necessary easements over or under private property. Ordinance - Page 7 jm CH#5-34 C. Service To Individual Subscribers Other Than From Existing System. Grantee shall offer service to subscribers in the areas not served by the Grantee's existing system as set forth in sub-paragraphs D, E and F herein. D. Non-Mandatory Extensions of the System. In areas not meeting the requirements for mandatory service as provided in sub-paragraphs E(3) and F below, Grantee shall provide, upon request of five or more potential subsdcribers desiring service, an estimate of costs required to extend service to said subscribers. Grantee shall extend service to any such dwelling units upon advance payment (or assurance of payment satisfactory to the Grantee) of the cost of the particular extension. Such payment shall be nonrefundable, and in the event the area subsequently reaches the density required for mandatory extension, such payments shall be treated in full or in part as consideration for early extension of service. E. Underground Extension of System. (1) Installation of System. In cases of new construction or property development where utilities are to be placed underground, the developer or property owner shall give Grantee reasonable notice of such construction or development, including a copy of any final plat, and of the particular date on which open trenching will be available for Grantee's installation of conduit, pedestals and/or vaults, and laterals to be provided at Grantee's expense. Grantee shall also provide specifications as needed for trenching. Upon notice to the Grantee by the Grantor, the Grantee will participate with other utilities, developers, and public bodies in the review of all subdivision plats and developments which are subject to site plan review. (2) Costs of Trenching. Costs of trenching and easements required to bring service to the development shall be borne by the developer or property owner; except that if Grantee Ordinance - Page 8 jm CH#5-34 fails to install its conduit, pedestals and/or vaults, and laterals within two (2) working days of the date the trenches are available, as designated in the notice given by the developer or property owner, then should the trenches be closed after the two-day period, the cost of new trenching is to be borne by Grantee. (3) Activation of Service. Grantee shall promptly provide service upon request at the standard installation rate where the potential subscriber can be served by extension of distribution cable past dwelling units issued occupancy certificates by Grantor equivalent to a density of ten (10) dwelling units per quarter mile of cable contiguous to the already-activated system. Such density shall be computed on the basis of dwelling units which can be served on either side of the cable. F. Aerial Extension of System. In any area where utility lines are permitted above ground, Grantee shall extend its system and provide service upon request pursuant to Section 7(B) herein, where the potential subscriber can be served by extension of distribution cable past dwelling units issued certificates of occupancy by Grantor equivalent to a density of ten (10) dwelling units per quarter mile of cable contiguous to the activated system. Such density shall be computed on the basis of dwelling units which can be served on either side of the cable. G. Extension of Service by A~reement. Nothing herein shall be construed to prevent Grantee from serving areas not covered under this section upon agreement with developers, property owners, or residents. Any such agreement shall be in writing and filed with the Grantor. SECTION 8: Compliance With Construction And Technical Standards. Grantee shall construct, install, operate and maintain its system in a manner consistent with applicable local Ordinance - Page 9 jm CH#5-34 construction standards and governmental requirements and the technical standards attached hereto as Exhibit "A". The Grantee shall provide the Grantor with a written report of the results of Grantee's annual proof of performance tests conducted pursuant to FCC standards and requirements. The Grantor may choose at any time to review system performance with regard to evaluating the adequacy of the system's technical and performance standards. Such review will take into account the "Complaint Procedures and Inquiries" records maintained as prescribed in Section 13(C), as well as the results of any complaint proceedings and resultant tests conducted in accordance with procedures described in Section 13(D) of this ordinance. If such a review indicates a reasonable need, the Grantor may develop and enforce technical and performance standards of its own in addition to those listed above in this section. SECTION 9: Performance Evaluation Sessions. A. The Grantor and the Grantee shall hold schedules performance evaluation sessions within thirty (30) days of the third, sixth, ninth, and twelfth anniversary dates of the Company's award of the franchise. All such evaluation sessions shall be open to the public. B. All evaluation sessions shall be open to the public. Grantee shall notify its subscribers of all evaluation sessions by announcement on at least one (1) channel of its system between the hours of 7:00 p.m. and 9:00 p.m., for five (5) consecutive days preceding each session and by one (1) public notice in official newspaper of city not later than seven (7) days prior to evaluation session. C. Topics which may be discussed at any scheduled evaluation session may include, but not be limited to, utilization of existing unused channel capacity, grantee's complaince with the requirements of its service proposal, line extension construction, and utilization of access channels. Ordinance - Page 10 jm CH#5-34 D. During a review and evaluation by Grantor, Grantee shall fully cooperate with Grantor and shall provide such information and documents as grantor may need to reasonably perform the review. Grantee's financial records will be kept confidential, to the extent allowed by ordinances of the City of Chubbuck and the laws of the State of Idaho. E. At the conclusion of any evaluation session, Grantee and Grantor may implement any agreed upon action and grantor and grantee may also pursue all other right provided for herein or which each otherwise may possess. F. The City Council shall have the authority to order a public hearing at any performance evaluation session concerning provision of the additional channel capacity by grantee. If after such a hearing, the City Council determines (1) that there exists a reasonable demand for additional channels, (2) that provision has been made or will be made for adequate rates which allow grantee a fair return on the investment required to provide the additional channels, and (3) that providing additional channels will not result in economic waste for the Grantee, the City Council can order Grantee to provide the additional channel. SECTION 10: Use of Public Ways. A. Street Openings or Obstructions. Any use of the public rights-of-way or easements, including without limitation, any opening or obstruction in or disturbance of the streets, made by the Grantee in the exercise of its rights under this franchise agreement shall be done in compliance with the standard specifications of the Grantor and all other applicable federal, state, and local laws, ordinances, traffic manual and regulations. No hard surface pavement shall be cut or street broken by the Grantee without first obtaining a permit from the Grantor, which requires a plan submittal and approval before installation begins. Permits will be issued by the Grantor only to contractors bonded in compliance with Ordinance No. 127 of the City of Chubbuck, Idaho. Ordinance - Page 11 jm CH#5-34 B. New or Extended Use of the Public Way. Any new use or substantial change in an existing use of the public rights-of-way or easements shall be approved by and done under the direction of the Grantor or its authorized representative. Such approval shall not be unreasonably withheld, and is required by Grantor to ensure that such new or substantial extended use will not interfere unreasonably with Grantor's use of the public rights-of-way or easements. Approval, as required by this Subsection 10(B), shall be obtained before any new or substantial extended use is implemented. Written application for a new or substantial extended use shall be made to Grantor through the Director of Public Works and shall include sufficient technical information as necessary for Grantor's review. Said technical information shall include, but not be limited to, scaled engineering drawings of the proposes construction or use. Within fifteen (15) days of receipt of application from Grantee, the Grantor, or its authorized representative shall approve, approve with conditions or disapprove the application. Grantor shall be deemed to have approved the application if Grantor fails to approve conditionally or disapprove the application within said fifteen (15) day period. In the event Grantor disapproves the application, the notice of disapproval shall contain the reasons for disapproval and shall advise the Grantee as to what changes in the application would be necessary to obtain approval. C. Under~roundin~ and Pole Use. The cable communications system cables, wires and associated equipment or faciities shall be placed underground in areas of the franchise territory where telephone and electric utility lines are underground. At no time shall the cable system be the only aerial facility. Undergrounding of Grantee's equipment and facilities shall be done in compliance with code provisions of the Grantor, Ordinance - Page 12 jm CH#5-34 and in cooperation with the telephone company and electric utility operating in the area. In all matters relating to~nde~grounding, Grantor shall not discriminate against Grantee with respect to any requirements imposed or benefits conferred upon telephone or electric utilities, except as such benefits to telephone or electric utilities are required by state law and the same benefits to Grantee are not required by state law. Arrangements shall be made by the Grantee with the telephone company or electric utility for the use of existing poles in areas where the utilities are above ground, and no poles shall be erected by the Grantee without ~prior approval of the Grantor. Before placing equipment or facilities underground or above ground, it shall be the responsibility of Grantee to determine whether necessary easements exist and except as otherwise provided in this ordinance, to secure easements, if needed, and to show said easements on each 'plan submitted for proposed construction. D. Restoration and Repair of Streets. Whenever the Grantee disturbs any of the streets, it shall restore them as soon as practicable, to good order and condition, as they were at the time of the disturbance,using the kind and quality of material as specified by the Director of Public Works, and making the repair or restoration under the direction, and inspection, and the satisfaction of, the Grantor. The Grantor shall have the right to fix a reasonable time within which such restoration and repair of streets shall be completed, and upon failure of Grantee to make the restoration and repair within the alloted time, the Grantor may cause such restoration and repair to be made at the expense of Grantee. E. Grantor's Use of Streets. Nothing in this franchise shall be construed in any way to prevent the proper authorities of the Grantor from sewering, grading, planking, rocking, paving, Ordinance - Page 13 jm CH95-34 repairing, altering, or improving any of the streets, alleys, easements, avenues, thoroughfares, and public ways within the franchise territory in or upon which the poles, wires or other equipment of said Grantee shall be placed, if possible, so as not to obstruct or prevent the free use of said poles, wires, conduits, or other equipment. F. Tree Trimming. Where tree trimming is necessary on public streets for the operation of the lines, wires, cables and antennas of other appurtenances of the Grantee, the trimmings shall be done by competent employees, agents or contractors of the Grantee after application for and granting of a written permit by the Grantor, and it shall be done without cost or expense to the Grantor. G. Grantor's Use of Poles. Grantor reserves to itself the right at any time to use the poles and other installations of Grantee erected or installed under the authority granted in this ordinance for any Grantor-owned facilities of whatsoever nature, but it is agreed that such use shall not interfere or compete with Grantee's use thereof. Grantor shall hold Grantee harmless from any and all liability which may rise as a result of its use of Grantee's poles or other installation. H. Equipment Maintenance. Grantee shall at all times keep and maintain all of its poles, fixtures, conduits, wires, and its entire system in a good state of repair and shall indemnify and save harmless the Grantor of and from any and all damages of any kind or character growing out of or arising by reason of Grantee's failure to so maintain the cable communications system in the franchise territory. I. Temporary Removal of Facilities. (1) Grantee shall at its expense, protect, support, temporarily disconnect or relocate any of its equipment when required to do so by Grantor by reason of traffic condition, public safety, street vacation, freeway and street construction, change or establishment of street grade, installation of sewers, Ordinance - Page 14 jm CH#5-34 drains, water pipes, power lines, signal lines and tracks, or any other type of structures or improvements by the Gantor or such duly established utility boards having jurisdiction in the affected areas. (2) Grantee shall, within seven (7) days written request of any person holding an appropriate permit issued by the Grantor, temporarily raise or lower its lines or other equipment to permit the moving of any building or other structure, machinery, or object, and the actual expense of the same shall be paid by the person making the request. The person making the request will indemnify and save harmless said Grantee of any and all damages or claims of whatsoever kind or nature caused directly or indirectly from such temporary re-arrangement of the equiment of the grantee, and if required by Grantee, shall provide a cash deposit or a good and sufficient bond to pay and and all such costs as estimated by Grantee. (3) All installations, re-arrangements, removals, lowering or raising of aerial cables or wiring or other apparatus shall be done in conformance with the requirements of the National Electrical Code, and the laws of the State of Idaho and the ordinances of the Grantor. J. Maps and Records. The Grantee shall file with the Grantor a system "as built" map drawn to accurate scale, and shall amend the map annually or as often as necessary to keep the Grantor informed as to the location of all facilities installed in the franchise territory. The map shall clearly indicate location of trunks, distribution of lines, and amplifiers within the public rights of way. Location of subscriber service drops in a specified area shall be provided promptly by Grantee upon Grantor's request in connection with activities set forth in Sub-sections 10(E) and (I). Ordinance - Page 15 jm CH#5-34 K. Emergency Removal of Facilities. If at any time, in case of fire or disaster in the franchise territory, it shall become necessary in the reasonable judgment of the Grantor to cut or move any of the wires, cables, amplifiers, or other appurtenances to the system of the Grantee, such cutting or moving may be done and any repairs rendered necessary thereby shall be made by the Grantee, at its sole expense, provided that such repairs are not necessitated by a negligent act of Grantor, in which case costs for repairs shall be borne by the Grantor. L. Alternate Routin~ of Facilities. In the event continued use of a street is denied to the Grantee by the Grantor for any reason, the Grantee shall provide service to affected subscribers over such alternate routes as shall be determined by Grantee within a reasonable period of time. SECTION 11: Payment to Grantor. A. Franchise Fee. As compensation for the non-exclusive franchise granted herein and in consideration of permission to use the streets and public ways of the Grantor in the franchise territory for the construction, operation, maintenance, and reconstruction, of a cable communications system within the franchise territory, the Grantee shall pay to the Grantor an annual amount equal to three percent (3%) of the Grantee's gross annual revenues received from operations with the city limits of Chubbuck. B. Payment Schedule. Effective January 1, 1985, following the granting, passage, and publication according to law of this non-exclusive franchise ordinance, payment due Grantor under this provision will be made on a monthly basis, and will be an estimated monthly payment which shall be an amount equal to one-twelfth (1/12) of estimated gross annual revenue. Billing adjustments for each calendar year will be made on an annual basis Ordinance - Page 16 3m CH#5-34 with all adjustments contained in the first monthly payment of each succeeding year throughout the life of this franchise agreement. Co Late Penalty. The Grantee shall furnish to the Grantor with each payment of compensation required by this section, a written statement under oath, executed by an authorized agent of the Grantee showing the amount of gross annual revenues of the Grantee within the franchise territory for the period covered by the payment computed on the basis of the gross annual revenues so reported. If the Grantee fails to pay the entire amount of compensation due the Grantor, through error or otherwise, within the times alloted for payment in subparagraph B above, the amount of the fee due and not timely paid shall be subject to a late penalty of one percent (1%) per month on the amount of fee due and unpaid from the date due until it is paid. D. Verification of Amount Due. No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim the Grantor may have for further or additional sums payable under the provisions of this franchise. All amounts paid shall be subject to audit and re-computation by the Grantor and all records required to conduct such an audit shall be made available to Gantor at the expense of the Grantee. Grantee's financial records will be kept confidential, to the extent allowed by ordinance of the City of Chubbuck and the laws of the State of Idaho. E. Fee for Support of Access Channels. In addition to any other fees provided for in this franchise, Grantee shall pay to the City, within thirty days following the end of each calendar year, an annual amount equal to Two Dollars ($2.00) for each subscriber receiving cable television service from Grantee during any part of the preceding calendar year; provided, however, that Ordinance - Page 17 jm CH#5-34 due to limitations imposed by the Cable Communications Policy Act of 1984, the amount paid pursuant to this Paragraph E shall be limited so that the total fees paid by Grantee pursuant to Paragraphs ll(A) and (E) shall not exceed five percent (5%) of the Grantee's gross annual revenues received from operations within the city limits of Chubbuck. Said fee shall be dedicated and distributed to the Chubbuck Area Cable Commission or such other area cable commission as may be established jointly by the City Councils serviced by Grantee and shall be used by such commission solely for the operation of the community, educational, or governmental access channels provided for under the terms of this franchise. F. Compensation Not A Credit Against Certain Taxes And Fees. Nothing contained in this franchise shall give the Grantee any credit against any non'discriminatory business tax, or ad valorem property tax now or hereafter levied against real or personal property within the City, or against any local improvement assessment imposed on Grantee, or against any permit fees or inspection fees required by the construction codes or other ordinances of the Grantor which are or may hereafter be adopted. SECTION 12. Public Liability Insurance. A. Public Liability Insurance. Grantee shall indemnify and save the Grantor free and harmless from any and all liability, loss, cost, damage or expenbse from accident or damage, either to itself or to persons or property of others which may occur by reason of the exercise of the rights and privileges herein granted; and shall, for the purose of carrying out the provisions of this section, and prior to commencing construction of any kind, have in full force and effect, and file evidence thereof with the Grantor, a good and sufficient policy (or policies) covering $500,000.00 personal injury each person, $1,000.000.00 personal injury each accident, and $100,000.00 property damage with the Ordinance - Page 18 jm CH#5-34 policy (or policies) to be executed by an insurance company (or companies) authorized and qualified to do business in the State of idaho and conditioned to indemnify and save harmless the Grantor from and against any and all claims, actions, suits, liability loss, cost, expense or damage of any kind or description which may accrue to or be suffered by the Grantor or by anyone by reason of the erection, construction, reconstruction, relocation, replacing readjustment, repair, maintenance or operation of the coaxial cable and appurtenances thereto, or by reason of anything that has been done or may be done by the Grantee hereunder which may in any way cause liability by reason thereof. B. Reimbursement of Costs. The Grantee shall pay all expenses incurred by the Grantor in defending itself with regard to all damages and penalties mentioned in Section A, above. These expenses shall include all out-of-pocket expenses, such as consultants or attorney fees. C. Notice of Cancellation or Reduction in Coverage. The insurance policies mentioned above shall contain an endorsement stating that the policies are extended to cover the liability assumed by the Grantee under the terms of this ordinance and shall contain the following endorsement: It is hereby understood and agreed that this policy may not be canceled nor the amount of coverage thereof reduced until thirty (30) days after receipt by the City of Chubbuck by registered mail of a written notice of such intent to cancel or reduce the coverage. D. Evidence of Insurance Filed with Grantor . Ail policies of insurance or certified copies therof and written evidence of payment of required premiums, shall be filed and maintained with the Grantor during the term of the franchise. E. Grantee's Right to Defend. The Grantee shall have the right to defend, settle or compromise any suit, action, claim or proceedings arising under this section and Grantor shall cooperate fully with Grantee therein. Ordinance - Page 19 jm CH#5-34 SECTION 13. Responsibilites to Public. A. Repair. Any damage caused to the property of building owners or users or any other person, by the Grantee shall be repaired fully and promptly by the Grantee. B. Removal of Facilities Upon Request. Upon termination of service to any subscriber, the Grantee shall remove promptly all its above ground external facilities and equipment from the premises of the subscriber at the owner's written request. C. Complaint Procedures and Inquiries. (1) Grantee shall maintain an office in the City of Chubbuck which shall be open during all the usual business hours with its telephone listed in directories of the telephone company serving the franchise territory, and be so operated that complaints and requests for repairs or adjustments may be received at any time, day or night, seven days a week. The phone number and address of this office shall be furnished to each subscribed by the Grantee. (2) Original records including service records pertaining to complaints received by the Grantee, and of the office procedures followed to satisfy those complaints, shall be maintained by the Grantee for a period of not less than three years in Chubbuck and made available for inspection by the Council on reasonable notice to the Grantee. This record shall be considered by the City Council in evaluating the system. D. Maintenance of Service. (1) Grantee shall maintain a repair and troubleshooting force capable of responding top system outages within 24 hours, and to other complaints within two working days or a mutually agreed upon date between subscriber and Grantee, after receipt of the complaint, other than as may be due to circumstances beyond the reasonable control of the Grantee. No charge shall be made to the subscriber for maintenance service. Ordinance - Page 20 jm CH#5-34 (2) Grantee shall put, keep, and maintain all parts of the cable communication system in good condition throughout the entire period of this permit. (3) The Grantee shall render efficient service, make repairs promptly and interrupt service only for good cause and for the shortest time possible. Such interruptions, insofar as ~ possible, shall be preceded by notice and shall occur during periods of minimum use of the system. (4) In the event that a subscriber complaint is not resolved to the mutual satisfaction of the subscriber and the Grantee, either the subscriber or the Grantee may request that the matter be presented to the City Council for review and possible resolution of the complaint. (5) When there have been similar complaints made or where there exists other evidence, which in the judgment of the City Council casts doubt on the reliability or quality of cable service, the City Council shall have the right and authority to compel the Grantee to test, analyze, and report on the performance of the system. Such test or tests shall be made, and the reports of such test or tests shall be delivered to the City Council within fourteen (14) days after the same have been requested by the City Council. Such report(s) shall include the following information: The nature of the complaint(s) which precipitated the special tests; the system component(s) tested and the equipment used and procedures employed in said testing; the results of such tests; and the method(s) in which such complaints were resolved. Any other information pertinent to the special test(s) shall be recorded and reported. At the City Council's option, said tests and analyses shall be supervised at the Grantee's expense by a professional engineer not on the permanent staff of the Grantee. The aforesaid engineer shall sign all records of special tests and forward the same to Ordinance - Page 21 jm CH#5-34 the City Council within the time prescribed, with a report interpreting the results of the tests and recommending actions to be taken by the City Council and/or Grantee. The City Council's right under this provision shall be limited to requiring tests, analyses, and reports covering specific subjects and characteristics based on complaints or other evidence which afford reasonable ground to believe substandard cable service is being provided. (6) In addition to testing under 13D(5), the City Council may at any time employ at its own expense a registered qualified engineer to test, analyze, and report on the performance of the system. Grantee agrees to make all of its testing equipment available at no charge or cost to the engineer selected by the City Council to perform these tests. E. Monitoring and Cable Tapping Prevention. Grantee shall not monitor or tap any subscriber terminals (unless such procedures are necessary to insure the proper functioning of the system) or unless prior written authorization from the subscribers affected is first obtained. F. Sale of Subscriber Lists Prohibited. The Grantee shall not, without prior written authorization from the subscribers affected, sell, or otherwise make available, lists of the names or addresses of its subscribers, or any list which identifies subscriber viewing habits by name or address, to any person, agency, or entity, except as needed to maintain current services or implement new services to subscribers in connection with Grantee's service. G. Grantee Rules, Regulations. The Grantee shall have the authority, consistent with applicable laws and FCC rules and regulations, to promulgate such rules, regulations, terms and conditions governing the conduct of its business with subscribers as shall be reasonable and necessary to enable the Grantee to exercise its rights and perform its obligations under this Ordinance - Page 22 jm CH#5-34 franchise. Two (2) copies of all rules, regulations, terms and conditions including subscriber agreements promulgated under this section, together with any amendments, additions or deletions thereto, shall be kept current on file with the city clerk. An additional copy thereof shall be maintained for public inspection during normal business hours at Grantee's office in the City of Chubbuck and no such rules, regulations, terms, conditions, or amendments, additions or deletions thereto shall take effect unless and until so filed. H. Equal Employment Requirements. Grantee shall adhere strictly to the equal employment opportunity requirements of the Federal Communications Commission, as expressed in Section 76.13(a)a(8) and 76.311 of Chapter 1 of Title 47 of the Code of Federal Regulations. Grantee shall comply at all times with all other valid and applicable federal, state, city and county laws, relating to non-discrimination. I. Censorship Prohibited. Nothing in this ordinance shall be understood or construed to give the Grantor or any agency or office acting on its behalf the powers of censorship over cable communications or signals transmitted over the cable communications system, and no regulation or condition shall be promulgated or fixed by the Grantor or any agency of office acting on its behalf which shall interfere with the right of free speech by means of cable communications. J. Sale, Service, Repair of Television Receivers Prohibited. Neither Grantee nor any major stockholder of Grantee shall directly or indirectly engage within the City of Chubbuck in the business of selling, leasing, renting, servicing or repairing radio or television sets or other receivers or parts thereof which make us of standard broadcast entertainment signals, provided that nothing herein shall prevent a franchisee from making modifications to the tuner input circuit of subscribers' television receivers and the fine tuning of the subscribers' Ordinance - Page 23 jm CH#5-34 operating controls only to ensure proper operation under conditions of cable connection at the time of installation or in response to subscriber complaints, or from the selling, servicing, or repairing of receivers and other equipment belonging to other CATV system operators for use in the conduct of their business. SECTION 14: Reports and Records. A. Annually, within one hundred fifty (150) days after the close of the calendar year for which the financial records of the grantee are maintained, grantee shall file with the commission the following reports: (1) Total number of subscribers at the end of the calendar year. (2) (3) (4) the year. Number of subscribers added during the year. Number of subscribers lost during the year. Number of miles of cable added to the system during (5) Number of miles of cable equipment rebuilt or replaced during the year. (6) Summary of other additions to the system in terms of increased channel capacity or technological improvements made during the year. (7) Outline of plans for expansion and improvement of the system in the next calendar year, as deemed necessary by Grantee. (8) The financial status of the cable communications system. Financial information shall include but not be limited to the following reports: Balance sheets, income statement, Cash Flow statement, statement of sources and applications of funds, statements of current and projected subscribers and penetration in the francise territory. This report shall be signed by an authorized agent of the corporation and an accountant who participated in its preparation or review. Ordinance - Page 24 jm CH#5-34 (9) Ail the above-named reports and records shall be presented in a manner which reflects the operation of the Pocatello area cable system as a separate viewable entity within the grantee's total corporate structure. B. Copies of Reports. Copies of all petitions, applications, and communications submitted by the Grantee to the FCC or any other federal or state regulator, commission or agency having jurisdiction in respect to any matters relating specifically to operation of the cable communications system authorized pursuant to this franchise shall also be submitted within a reasonable amount of time to the Grantor. C. Cost of Reports. The cost of preparing and furnishing to the Grantor the records and reports required by this section shall be borne by the Grantee. D. Documentation. Documentation for the financial report required by subparagraph A(8) above shall be made available for inspection by Grantor without delay and at Grantee's expense. SECTION 15: Solicitation by Grantee. Grantee may solicit subscribers for any of Grantee's services through door-to-door solicitation after obtaining all necessary licenses, permits or other forms of approval from the Grantor. In addition, Grantee shall provide public notice in the newspaper of general circulation serving the Chubbuck area of its intent to solicit and of the location of solicitation. This notice must be published not earlier than fourteen (14) days prior to the solicitation in any area listed in the notice. Grantee shall further maintain an up-to-date list of solicitors on file with the commission and local law enforcement agencies. SECTION 16: Duration and Renewal. A. Duration and Renewal. This franchise and the rights and privileges granted herein shall take effect upon approval, passage and publication according to law and remain in effect for fifteen (15) years from that date unless terminated sooner under Ordinance - Page 25 jm CH#5-34 provisions of Section (17) of this ordinance; provided, however, that the terms of the franchise must be unconditionally accepted by the Grantee in writing, signed by an officer of the corporation within thirty (30) days after the date this ordinance is passed by the Grantor. At the end of the initial fifteen (15) year term, at the discretion of the Grantor, this franchise may be renewed for an additinal ten (10) year term upon a showing by Grantee that it is in substantial compliance with the terms and conditions of the franchise and is rendering service commensurate with standards generally adhered to in the cable television industry. B. Additional. ~roposals. In the event that this franchise is terminated, or the Grantor and the Grantee are unable to reach an accord on the term of renewal or extension of this franchise, the Grantor may elect to invite and accept proposals from other prospective operators for the oepration of the entire system as it exists on the date of termination or expiration. SECTION 17: Forfeiture and Termination. A. In addition to all other rights and powers retained by the Grantor under this franchise or otherwise, the Grantor reserves the right to forfeit and terminate the franchise and all rights and privileges of the Grantee hereunder in the event of a substantial breach of its terms and conditions. A substantial breach by Grantee shall include, but shall not be limited to the following: (1) Violation of any material provisions of the franchise or any material rule, order, regulation, or determination of the City made pursuant to the franchise; (2) Attempt to evade any material provision of the franchise or to practice any fraud or deceit upon the City or its subscribers or customers; (3) Failure to restore service after ninety-six (96) consecutive hours of interrupted service, except when approval of such interruption is obtained from the City; Ordinance - Page 26 jm CH#5-34 (4) Material misrepresentation of fact in the application for or negotiation of the franchise; (5) Conviction of any director, officer, employee, or agent of the Company of the offense of bribery or fraud connected with or resulting from the awarding of this franchise to the Grantee; or (6) Failure to pay any penalty leveled against the Grantee. B. The foregoing shall not constitute a major breach if the violation occurs without fault of the Grantee or occurs as a result of circumstances beyond its control. Grantee shall not be excused by mere economic hardship nor by misfeasance or malfeasance of its directors, officers, or employees. C. In order for the City to declare a forfeiture, City shall make a written demand that the Grantee comply with any such provision, rule, order, or determination under or pursuant to this franchise. If the violation by the Grantee continues for a period of thirty (30) days following such written demand without written proof that the corrective action has been taken or is being actively and expeditiously pursued, the City Council may take under consideration the issue of termination of the franchise. The City shall cause to be served upon Grantee at least twenty (20) days prior to the date of such a City Council meeting, a written notice of intent to request such termination and the time and place of the meeting. Public notice shall be given of the meeting and issue which the City Council is to consider. D. The City Council shall hear and consider the issue, shall hear any person interested therein, and shall determine, in its discretion, whether or not any violation by the Grantee has occurred. Ordinance - Page 27 jm CH~5-34 E. If the City Council shall determine that the violation by the Grantee was the fault of Grantee and within its control, the Council may declare the franchise of the Grantee forfeited and terminated, or the Council may grant to Grantee a period for compliance. SECTION 18: Change of Ownership. A. Transfers and Assiqnments. (1) This franchise shall not be assigned or transferred, either in whole or in part, or leased, sublet, or mortgaged in any manner, nor shall title thereto, either legal or equitable or any right, interest or property therein, pass to or vest in any person without the prior written consent of the Grantor. Grantee may, however, transfer or assign the franchise to a parent company or wholly-owned subsidiary of the Grantee and such parent or subsidiary may transfer or assign the franchise back to the Grantee without such consent. The proposed assignee must show financial responsibility as determined by the Grantor and must agree to comply with all provisions of the franchise. Grantor shall be deemed to have consented to a proposed transfer or assignment in the event its refusal to consent is not communicated in writing to Grantee within sixty (60) days following receipt of written notice of the proposed transfer or assignment. (2) The Grantee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of, control of the Grantee. The word "control" as used herein is not limited to major stockholders but includes actual working control in whatever manner exercised. Every change, transfer, or acquisition of control of the Grantee shall make the franchise subject to cancellation unless and until the Grantor shall have consented thereto, which consent will not be unreasonably withhold. Ordinance - Page 28 3TM CH#5-34 B. Continuity of Service Mandatory. (1) It shall be the right of all subscribers to continue receiving service insofar as their financial and other obligations to the Grantee are honored. In the event that the Grantee elects to overbuild, rebuild, modify, or sell the system, or the Grantor gives notice of intent to revoke or fails to renew this franchise, the Grantee shall do everything reasonable in its power to ensure that all subscribers receive continuous, uninterrupted service. In the event of a change of Grantee, or in the event a new operator acquires the system the current Grantee shall cooperate with the Grantor in maintaining continuity of service to all subscribers, and shall be entitled to the revenues for any period during which Grantee operates the system. (2) In the event the Grantee fails to operate the system for seven (7) consecutive days without prior approval of the Council or without just cause, the Grantor shall operate the system until such time as a new operator is selected. If the Grantor is required to fulfill its obligation for the Grantee, the Grantee shall reimburse the Grantor for any costs or damages that are the result of the Grantee's failure to perform. C. Foreclosure. Upon the foreclosure or other judicial sale of all or a substantial part of the system, or upon the termination of any lease covering all or a substantial part of the equipment comprising the system, the Grantor shall have the right, at its discretion, to terminate the franchise, which termination shall be final and binding upon both parties, such option shall be exercised not later than sixty (60) days following foreclosure, other judicial sale or termination of such lease, or Grantor shall be deemed to approve of such successor in interest to Grantee. D. Receivership. The Grantor shall have the right to terminate this franchise one hundred twenty (120) days after the appointment of a receiver, or trustee, to take over and conduct the business of the Grantee, whether in receivership, Ordinance - Page 29 jm CH#5-34 reorganization, bankruptcy, or other action or proceeding, unless such receivership or trusteeship shall have been vacated prior to the expiration of said one hundred twenty (120) days, or unless: (1) Within one hundred twenty (120) days after his election or appointment, such receiver or trustee shall have fully complied with all the provisions of this franchise and remedied all defaults thereunder; and (2) Such receiver or trustee, within said one h~ndred twenty (120) days, shall have executed an agreement, duly approved by the court having jurisdiction in the premises, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this franchise. E. Disposition of Facilities. (1) Upon expiration or termination of the franchise, the Grantee, upon request of the Grantor, shall promptly remove all of its equipment above ground in the public right-of-way. (2) In removing its equipment, the Grantee shall refill, at its own expense, any excavation that shall be made by it and shall leave all public ways and places in as good condition as that prevailing immediately prior to the Grantee's removal of its equipment and appliances, without affecting the electric or telephone cables, wires or attachments. Such restoration of property shall not be considered completed until the Grantor has inspected and approved the condition of public ways and places. The liability nsurance and indemnity as provided under Section 12B herein shall continue in full force and effect during the period of removal. (3) In the event of a failure by the Grantee to complete any work required by subsection (1) above or any work required by law or ordinance within the time as may be established by the Grantor or to the satisfaction of the Grantor, the Grantor may cause such work to be done and the Grantee shall reimburse the Grantor the costs thereof with thirty (30) days after receipt of an itemized list of such costs. Ordinance - Page 30 jm CH#5-34 SECTION 19: Payment of Litigation Costs. The non-prevailing party in any litigation shall reimburse to the other all costs including filing fees, costs of depositions, discovery, and expert witnesses, all other expenses of suit, and reasonable attorney fees. SECTION 20: Penalties. Subject to the requirement of prior notice as set forth in E below, for violations of this ordinance occurring without just cause or excusable neglect, Grantor may, at its discretion, assess penalties as follows: A. For failure to provide information or reports as required by terms of the ordinance, fifty dollars ($50.00) per day for each failure to perform a specific requirement. B. For failure to test, analyze and report on the performance of the system following a request pursuant to this franchise, Grantor shall pay to City fifty dollars ($50.00) per day for each day, or part thereof, that such noncompliance continues. C. For failure to Company to comply with operational or maintenance standards, Company shall pay to City two hundred dollars ($200.00) per day for each day, or part thereof, that such noncompliance continues. D. No penalty shall be assessed if the violation occurs without the fault of the Company or occurs as a result of circumstances beyond its control. Company shall not be excused by mere economic hardship nor by misfeasance or malfeasance of its directors, officers, or employees. E. As a condition precedent to imposition of a penalty, Grantor shall give Grantee written notice specifying the nature of Grantee's violation of this ordinance with reasonable particularity. Notice shall be deemed given when actually delivered or as of 5:00 p.m. on the fifth day following the date actually mailed. Grantee shall only be subject to a penalty if the violation of the ordinance is not cured within ten (10) Ordinance - Page 31 jm CH#5-34 calendar days after notice is given or in the event the violation cannot be cured for reasons beyond the control of Grantee within ten (10) calendar days, it shall be sufficient if Grantee initiates all reasonable measures to cure the violation within ten (10) days and continues thereafter with all reasonable dispatch to cure the violations, provided, in any event the violation must be cured not later than sixty (60) days after notice is given. Notice shall be directed to the general manager of the Chubbuck Group W office, with a copy to: Vice President, General Counsel, Group W Cable, Inc., 888 Seventh Avenue, New York, New York 10106. SECTION 21: Remedies Not Exclusive. All remedies and penalties under this ordinance, including termination of the franchise, are cumulative, and the recovery or enforcement of one is not a bar to the recovery of enforcement of any other such remedy or penalty. The remedies and penalties contained in this ordinance, including termination of the franchise, are not exclusive, and the Grantor reserves the right to enforce the penal provisions of any ordinance or resolution and to avail itself of any and all remedies available at law or in equity. Failure to enforce shall not be construed as a waiver of any term, condition or obligation imposed upon the Grantee pursuant to this ordinance. A specific waiver of a particular term, condition or obligation imposed upon the Grantee by or lpursuant to this ordinance shall not be a waiver of any other subsequent or future breach of the same or of any other term, condition or obligation itself. SECTION 22: New Developments. The Grantor upon mutual agreement with the Grantee, may amend this franchise whenevsr necessary to enable the Grantee to take advantage of any developments in the field of transmission of communication signals which will afford it an opportunity to serve more effectively, efficiently or economically its customers; provided, however, that this section shall not be construed to require the Grantor to make any such amendment. Ordinance - Page 32 jm CH#5-34 SECTION 23: Severability. If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held illegal, invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions hereof. The Grantor hereby declares that it would have passed this ordinance and each section, subsection, sentence, clause and phrase hereof irrespective of the fact that any one' or more sections, subsections, sentences, clauses or phrases be declared illegal, invalid or unconstitutional. The invalidity of any portion of this ordinance shall not abate, reduce or otherwise affect any other consideration or obligation required by the Grantee. SECTION 24: Effective Date. The rule requiring an ordinance to be read on three separate days, one reading of which shall be in full, is hereby dispensed with, and this Ordinance shall be effective as of January 1, 1985, upon its approval and publication as provided by law. PASSED BY THE COUNCIL AND APPROVED BY THE MAYOR OF THE CITY OF CHUBBUCK, IDAHO, this ATTEST: CITY CLERK 29th .~l~-y-~f January , 198§ Ordinance - Page 33 jm CH#5-34 C~NT TO TRANSFER OF CONTR THIS CONSENT of the City of Chubbuck, Idaho County of Bannock ("Grantor"), granted the date set forth under the signature line below, WITNESSETH: WHEREAS, Group W Cable, Inc., a New York corporation ("Group W Cable"), through GWC 66, Inc., a wholly-owned subsidiary ("Subsidiary"), operates and maintains a cable television system in Grantor's community pursuant to that certain franchise, license, permit or other authorization (as amended to the date hereof, the "Franchise") granted by Grantor and evidenced by the document(s) listed on Exhibit A hereto (such cable television system and the Franchise being hereinafter individually and collectively sometimes referred to as the "System"); and WHEREAS, Group W Cable's parent corporation, Westinghouse Broadcasting and Cable, Inc., an Indiana corporation ("Westinghouse"), desires to sell and otherwise transfer all of the issued and outstanding shares of the capital stock of Group W Cable to Century Southwest Cable Televis%on, Inc., a Delaware corporation; TCI Holdings, Inc., a Colorado corporation; American Television and Communications Corporation ("ATC"), a Delaware corporation; and affiliates of, or subsidiaries or partnerships owned or controlled by, Houston Industries Incorporated, a Texas corporation, Comcast Corporation, a Pennsylvania corporation, Daniels & Associates, Inc., a Delaware corporation, and ATC, as are specifically identified in Exhibit B ~hereto (the fore¢ entities being herein r~.rred to individually as a "Buyer" and collectively as the "Buyers"), and thereby transfer control of Group W Cable to the Buyers; and WHEREAS, Buyers presently intend to cause Group W Cable to transfer control of Subsidiary and/or assign the System to TCI of Idaho, Inc., an Idaho Corporation and indirect subsidiary of TCI Holdings, Inc. (the "Transferee") as soon as practicable after the closing of the foregoing stock sale (the 'Closing Date"); and WHEREAS, Grantor is willing to consent to (i) the foregoing transfer of control of Group W Cable to the Buyers on the Closing Date and (ii) the transfer of control of Subsidiary and/or assignment of the System to Transferee after the Closing Date; NOW, THEREFORE, in consideration of the premises, Grantor hereby consents to (i) the sale by Westinghouse of all of the issued and outstanding shares of the capital stock of Group W Cable, Inc. (and the transfer of control of Group W Cable) to the Buyers on the Closing Date and (ii) the transfer of control of Subsidiary and/or assignment of the System to the Transferee after the Closing Date, provided that the consent in this clause (ii) shall be subject to the condition that the holder of the Franchise shall (promptly after the date of such transfer and/or assignment) execute and deliver to Grantor its acceptance of, and its agreement and undertaking to perform all of the duties and obligations under, such Franchise; and Grantor confirms that Subsidiary is the current holder of the Franchise. 1390B/I IN WITNESS ~IEREOFo G£antor has executed this consent° effective the Closing Date referenced above. l~90B/I - 3 - Exhibit A - Ordinance 9 262 "Cable Television Franchise" dated January 29, 1985 1390B/I Exhibit B Future Affiliate, Subsidiary and Partnership Stockholders. ATC Holdings, InC.o a Delaware corporation, a wholly-owned subsidiary of ATC. KBLCO~ Incorporated, a Texas corporation, a wholly-owned subsidiary of Houston Industries Incorporated. Comcast'Cablevision of Connecticut. Comcast Cablevision of Northern Alabama. Comcast Cablevision of Northern Florida. Comcast Cablevision of Palm Beach County. '-- Comcast Cablevision of Southern California. all partnerships of two wholly-owned Comcast Corporation subsidiaries. Daniels-Hauser Holdings, a partnership and Daniels & Associates. Inc. affiliate of 1390B/I - 5 - City of Chubbuck 5'160 Yellowstone Avenue CHUBBUCK, IDAHO 83202 (208) 237-2400 IRon Conlin city clerk attest to the fact that the "Consent To Transfer Control" was executed on F~. .~ I 1986 by John O. Cotant, Mayor, and that as such he is duly authorized to execute the same. City Clerk