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Home My Public Portal AboutTBP 2019-08-07Board of Trustees Regular Meeting Agenda Fraser Town Hall, 153 Fraser Avenue Wednesday August 7, 2019 6:00 PM - 9:00 PM Members of the Board may have dinner together @ 5:30 p.m. NOTE: Times are approximate and agenda subject to change Roll Call Approval Of Agenda Agenda Briefing Agenda Briefing.pdf Bi -Weekly Update August 2 Bi -Weekly Update 2 August 2019.Pdf Executive Session For a conference with the Town Attorney for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24 -6 -402(4) (b) regarding litigation. Consent Agenda Minutes July 3, 2019 TBM 2019 -07 -03.Pdf Sign In Sheet July 3, 2019.Pdf Minutes July 17, 2019 TBM 2019 -07 -17.Pdf Sign In Sheet July 17, 2019.Pdf Ordinance 472 Amending Chapter 1 Article 4 Section 10 General Penalty For Violation Ordinance 472 Amending Chapter 1 Article 4 Section 10 General Penalty For Violation.pdf Final Acceptance Willows 1 Through 3 Final Acceptance Elk Creek 1 And 2 Public Hearing And Possible Action Franchise Agreement Comcast FINAL Fraser -Comcast Franchise - June 27 2019.Pdf Franchice Agreement 2nd Reading Notice.pdf Proof Of Publication Franchise Agreement 2nd Reading.pdf Ordinance 470 Comcast Franchise Ordinance 470 Comcast Franchise.pdf Discussion And Possible Action Regarding Pedestrian Safety Improvement Project Open Forum a) Business not on the agenda (If you would like to request time on the agenda please contact the Town Clerk, Antoinette McVeigh at 970 -726 -5491 ext. 201) Updates Invitation For The Board Of County Commissioners Meeting August 5 BOCC August 5 Meeting Invite.pdf Adjourn UPCOMING MEETING WED. AUGUST 21, 2019 BOARD OF TRUSTEES 1.6:00 P.M. 2. a. Documents: b. Documents: 3. 4.8:00 P.M. a. Documents: b. Documents: c. Documents: d. e. 5. a. Documents: a.i. Documents: 6. a. 7. 8. a. Documents: 9. Board Staff Direct : Define the service, product or value to be delivered Lead : Future focused planning Protect : Establish the operational boundaries to be respected by Staff and monitored by the Board Manage : Now focused policy and procedural guidance to ensure on time, on budget, and on target service delivery Enable : Advocacy, resource development, and role discipline Accomplish : Ensure the work defined by the direction of the Board of Trustees is accomplished Board of TrusteesRegular Meeting AgendaFraser Town Hall, 153 Fraser AvenueWednesday August 7, 20196:00 PM - 9:00 PMMembers of the Board may have dinner together @ 5:30 p.m. NOTE: Times are approximate and agenda subject to changeRoll CallApproval Of AgendaAgenda BriefingAgenda Briefing.pdfBi-Weekly Update August 2Bi-Weekly Update 2 August 2019.PdfExecutive Session For a conference with the Town Attorney for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24 -6 -402(4)(b) regarding litigation.Consent AgendaMinutes July 3, 2019TBM 2019 -07 -03.PdfSign In Sheet July 3, 2019.PdfMinutes July 17, 2019TBM 2019 -07 -17.PdfSign In Sheet July 17, 2019.Pdf Ordinance 472 Amending Chapter 1 Article 4 Section 10 General Penalty For Violation Ordinance 472 Amending Chapter 1 Article 4 Section 10 General Penalty For Violation.pdf Final Acceptance Willows 1 Through 3 Final Acceptance Elk Creek 1 And 2 Public Hearing And Possible Action Franchise Agreement Comcast FINAL Fraser -Comcast Franchise - June 27 2019.Pdf Franchice Agreement 2nd Reading Notice.pdf Proof Of Publication Franchise Agreement 2nd Reading.pdf Ordinance 470 Comcast Franchise Ordinance 470 Comcast Franchise.pdf Discussion And Possible Action Regarding Pedestrian Safety Improvement Project Open Forum a) Business not on the agenda (If you would like to request time on the agenda please contact the Town Clerk, Antoinette McVeigh at 970 -726 -5491 ext. 201) Updates Invitation For The Board Of County Commissioners Meeting August 5 BOCC August 5 Meeting Invite.pdf Adjourn UPCOMING MEETING WED. AUGUST 21, 2019 BOARD OF TRUSTEES 1.6:00 P.M.2.a.Documents:b.Documents:3.4.8:00 P.M.a.Documents:b.Documents: c. Documents: d. e. 5. a. Documents: a.i. Documents: 6. a. 7. 8. a. Documents: 9. Board Staff Direct : Define the service, product or value to be delivered Lead : Future focused planning Protect : Establish the operational boundaries to be respected by Staff and monitored by the Board Manage : Now focused policy and procedural guidance to ensure on time, on budget, and on target service delivery Enable : Advocacy, resource development, and role discipline Accomplish : Ensure the work defined by the direction of the Board of Trustees is accomplished Board of TrusteesRegular Meeting AgendaFraser Town Hall, 153 Fraser AvenueWednesday August 7, 20196:00 PM - 9:00 PMMembers of the Board may have dinner together @ 5:30 p.m. NOTE: Times are approximate and agenda subject to changeRoll CallApproval Of AgendaAgenda BriefingAgenda Briefing.pdfBi-Weekly Update August 2Bi-Weekly Update 2 August 2019.PdfExecutive Session For a conference with the Town Attorney for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24 -6 -402(4)(b) regarding litigation.Consent AgendaMinutes July 3, 2019TBM 2019 -07 -03.PdfSign In Sheet July 3, 2019.PdfMinutes July 17, 2019TBM 2019 -07 -17.PdfSign In Sheet July 17, 2019.PdfOrdinance 472 Amending Chapter 1 Article 4 Section 10 General Penalty For ViolationOrdinance 472 Amending Chapter 1 Article 4 Section 10 General Penalty For Violation.pdfFinal Acceptance Willows 1 Through 3Final Acceptance Elk Creek 1 And 2Public Hearing And Possible ActionFranchise Agreement ComcastFINAL Fraser -Comcast Franchise - June 27 2019.PdfFranchice Agreement 2nd Reading Notice.pdfProof Of Publication Franchise Agreement 2nd Reading.pdfOrdinance 470 Comcast FranchiseOrdinance 470 Comcast Franchise.pdfDiscussion And Possible Action RegardingPedestrian Safety Improvement ProjectOpen Foruma) Business not on the agenda(If you would like to request time on the agenda please contact the Town Clerk, Antoinette McVeigh at 970 -726 -5491 ext. 201)UpdatesInvitation For The Board Of County Commissioners Meeting August 5 BOCC August 5 Meeting Invite.pdfAdjournUPCOMING MEETINGWED. AUGUST 21, 2019 BOARD OF TRUSTEES1.6:00 P.M.2.a.Documents:b.Documents:3.4.8:00 P.M.a.Documents:b.Documents:c.Documents:d.e.5.a.Documents:a.i.Documents:6.a.7.8.a.Documents:9.Board Staff Direct : Define the service, product or value to be delivered Lead : Future focused planning Protect : Establish the operational boundaries to be respected by Staff and monitored by the Board Manage : Now focused policy and procedural guidance to ensure on time, on budget, and on target service delivery Enable : Advocacy, resource development, and role discipline Accomplish : Ensure the work defined by the direction of the Board of Trustees is accomplished Town of Fraser PO Box 370, Fraser, CO 80442 office 970-726-5491 fax 970-726-5518 www.frasercolorado.com Agenda Briefing August 7, 2019 Please note that while the meeting starts at 6:00pm, the Board will begin with an executive session which is expected to conclude at 7:00pm. Most of the agenda is self-explanatory. However, I would like to note that the Byers Peak Ranch Filing 1 is being presented to the Grand County Planning Commission and County Commissioners for consideration. As these public hearings are being scheduled, we are bringing this matter before the Town Board for consideration of any comments the Board would like to provide to Grand County. As always, feel free to contact me if you have any questions or need any additional information. Jeff Durbin Bi-W e e k l y U p d a t e A u g u s t 2 , 2 0 1 9 Highlights • Fraser Mountain Mural Festival • CR 8 Bridge Closure • Crooked Gravel Bike Race • Picnic in the Park • Public Works Upcoming Events August 3 Epic Single Track Series Race 5 at Winter Park Resort August 3 Winter Park Half Marathon and 5K August 3 Winter Park Beer Fest at Hideaway Park August 3, 10 & 17 High Country Stampede Rodeo August 6, 13, 20 & 27 Fraser’s Picnic in the Park at Old School- house Park August 10 Hike for Spencer at Mary Jane at Winter Park Resort August 10 Crooked Gravel Bike Race August 17 Solshine Music Festival at Hideaway Park Fraser Mountain Mural Festival Fraser kicked off its Mountain Mural Festival on July 26 drawing local, regional, and out-of-state artists competing for cash and prizes. 19 art- ists painted their best eight-foot square panels murals over the two day event. The weather didn’t keep visitors away either, as Friday afternoon saw a busy downtown Fraser with people wandering in and out of the festival and surrounding businesses. Winners for the Fraser Mountain Mural Festival were: 1st Place - Hector Palacios 2nd Place - Alexandrea Pangburn 3rd Place - Sara Bellamy People Choice - Hector Palacios All murals will remain in the place they were painted for viewing until La- bor Day weekend. The paintings will then be auctioned off at the Fraser Distillery with all proceeds going to the Fraser Creative Arts Center. Pictured above is the location of the Fraser Mountain Mural Festival and the mural paint- ed by artist Hector Palacios who won first place in both the people’s choice and overall. Above is a map depiction of the 65 and 93 mile routes for the Crooked Gravel Bike Race. P a g e 2 Bi-W e e k l y U p d a t e County Road 8 Bridge Closure The County Road 8 bridge replacement project is anticipated to begin on August 12. The road clo- sure at the bridge will divert all traffic on CR 8 and Wapiti Drive up Wapiti Drive and down CR 804 for travel. The bridge replacement is expected to take three months to complete. Bus stops located on CR 8 and Wapiti Drive will be suspended until all required inspections of the new bridge are com- plete. With more traffic being diverted up Wapiti Drive and down CR 804, please be courteous and aware of your surroundings to prevent any unwanted incidents. Allow extra travel time for the in- creased distances in your commute. Crooked Gravel Bike Race The Crooked Gravel Bike Race is a gravel bike race with both 65 and a 93 mile courses starting in Winter Park, moving through Fraser, and high up into the mountains. Both rides take on over 5,000 feet of climbing. The courses feature many of the most scenic gravel roads in the Fraser Valley with long, winding climbs up through the forests followed by wide open descents. Many of these back country roads will be witnessing a cycling event for the first time. The race will start on August 10 at 7:30 a.m. behind Hideaway Park with the awards ceremony to begin at 4 p.m. at the same location. Live music will begin at Hideaway Park at 6:30 p.m. Click the picture above for a YouTube link of an overview of the Crooked Gravel Bike Race through the Fraser Valley. P a g e 3 Bi-W e e k l y U p d a t e Picnic in the Park P a g e 4 Bi-W e e k l y U p d a t e Public Works Project Updates The new section of CR 72 around The Drop is now open with final touches underway for drainage and hydro-seeding. All tasks are now complete for the Hwy 40 Pedestrian Safety Improvement Project aside from a new guardrail to be installed along the Headwaters Trails Alliance building. Final inspections that should be complete after the guardrail installation. Replacement of a segment of waterline along Doc Susie Ave by the Fraser Valley Baptist Church is anticipated to begin on August 5 accompanied with road closures in the vicinity. Street Operations Street operators have finished the installation of Tucker the snow cat at its permanent location at the south entrance to the Lions Ponds. Public works staff also played a huge role in contributing to the success of the Fraser Mountain Mural Festival. Water Utilities The summer continues to heat up for our water utilities crew working to provide safe and reliable drinking water. Last week, contractors had an issue installing a new valve on an existing water main. Their installation difficulties required an interruption of service for a large portion of Fraser from Thursday night into Friday morning. Fraser’s utility team worked through the night to minimize the impacts of the interruption and return service before Fraser’s residents and visitors woke and busi- nesses opened on Friday. The Utility Team would like to recognize those contractors who put in close to a 20 hour work day to return water service to the area for the busy weekend. All in all, we hope this interruption had a small effect on Fraser’s citizens. Wastewater Treatment Plant Concrete floors, footers and rebar have been put in for the Project “P” (Phosphorous) at the Wastewater Treatment Plant. The new project will assist the facility in meeting state requirements to filter out nutrients and harmful metals before returning the treated water back into the Fraser River. In the photo above, Tucker the snow cat sits at the south entrance to the Lions Ponds. The photo to the right shows the location of the new project to improve the water treatment and filtration process before returning the water to the Fraser River. P a g e 5 Bi-W e e k l y U p d a t e Please feel free to contact us with any questions Town Hall 970-726-5491 A full list of contacts can be found at: www.frasercolorado.com Town of Fraser PO Box 370, Fraser, CO 80442 Did You Know… The High Country Stampede Rodeo is in their 36th year of providing exciting events like team roping, barrel racing, bull riding, breakaway, mutton bustin’, calf scrambling, bronc Riding, and much more! The rodeo also has one of the largest Junior Rodeo Series in the state of Colorado. The High Country Stampede Rodeo is only on for another few weeks so be sure to check it out! Pictured above is Alexandrea Pangburn from Golden, Colorado that won 2nd place in a themed category at the first ever Fraser Mountain Mural Festival. FRASER BOARD OF TRUSTEES MINUTES DATE:July 3, 2019 MEETING:Board of Trustees Regular Meeting PLACE:Fraser Town Hall Board Room PRESENT Board:Mayor Philip Vandernail; Mayor Pro-Tem Eileen Waldow; Trustees; Andy Miller, Herb Meyring, Katie Soles, Parnell Quinn and Ryan Barwick Staff:Town Manager Jeff Durbin; Town Clerk, Antoinette McVeigh; Town Planner, Catherine Trotter; Sarah Wieck, Marketing and Economic Development Manager; Public Works Director Russell Pennington; Town Attorney Rod McGowan Police Officer Ranson Others:See attached list Mayor Vandernail called the meeting to order at p.m. 1.Rollcall: Mayor Philip Vandernail; Mayor Pro-Tem Eileen Waldow; Trustees; Andy Miller, Herb Meyring, Katie Soles, Parnell Quinn and Ryan Barwick (arrived at 6:10 PM) 2.Approval of Agenda: Trustee Meyring moved, and Trustee Miller seconded the motion to approve the agenda Motion carried: 6-0. 3.Executive Session Instructions And Negotiations: For a conference with the Town Attorney for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b) and the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6- 402(4)(e) regarding potential litigation to include TA McGowan, PWD Pennington and TM Durbin. Trustee Waldow moved, and Trustee Meyring seconded the motion to enter the executive session at 6:02 pm. Motion carried: 6-0. Trustee Miller moved, and Trustee Waldow seconded the motion to exit the executive session at 6:50 pm. Motion carried: 7-0. Attorney’s Opinion Required by C.R.S. 24-6-402(2)(d.5)(II)(B). As the attorney representing the Town of Fraser, I am of the opinion that the entire executive session, which was not recorded, constituted a privileged attorney-client communication. _______________________________ Page 2 of 3 Rod McGowan, Town Attorney 4.Consent Agenda: a)Minutes June 5, 2019 b)Resolution 2019-07-01 Modification of Easement Agreements c)Resolution 2019-07-02 Expenditures for Water Communication, SCADA Trustee Soles moved, and Trustee Barwick seconded the motion to approve the consent agenda. Motion carried: 7-0. 5.Public Hearing and Possible Action: a)Comcast Franchise Agreement First Reading Andy Davis from Comcast presented to the Board. TA McGowan opened the public hearing regarding the Comcast Franchise Agreement First Reading. McGowan read Ordinance 470 Comcast Franchise Agreement by title. The proof of publication was provided in the packet. Trustee Miller moved, and Trustee Meyring seconded the motion to approve Ordinance 470 Comcast Franchise Agreement at the first reading and continue the public hearing to August 7, 2019 for the second reading. Motion carried: 7-0. TA McGowan was excused from the meeting after the Public Hearing. 6. Discussion and Possible Action Regarding a)East Mountain Filing No. 12 Final Plat and Final Plan Jeff Vogel from Rendezvous and Town Planner Trotter presented to the Board. Trustee Miller moved, and Trustee Quinn seconded the motion to approve Resolution 2019-07-03 Rendezvous East Mountain Filing 12 Final Plat and Final Plan with the additional condition #7, TB approves variance request #3. Motion carried: 7-0 b) Fraser To County Road 5, US Highway 40 Study Trustee Soles moved, and Trustee Miller seconded the motion to approve Resolution 2019-07-04 Authorizing a Contract and IGA for the Fraser to CR5 US 40 Study. Motion carried: 7-0 7. Open Forum 8.Board Updates a) Waldow- 2020 Censes b)Miller- Safety Study Red Dirt Hill, Watershed Conference 9.Executive Session Instructions And Negotiations: For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e) regarding annexation to include TM Durbin. Page 3 of 3 The executive session was postponed to a future Town Board Meeting. 10.Adjourn: Trustee Soles moved, and Trustee Quinn seconded the motion to adjourn. Motion carried: 7-0. Meeting adjourned at 9:00 p.m. _____________________________ Antoinette McVeigh, Town Clerk FRASER BOARD OF TRUSTEES MINUTES DATE:July 17, 2019 MEETING:Board of Trustees Regular Meeting PLACE:Fraser Town Hall Board Room PRESENT Board:Mayor Philip Vandernail; Mayor Pro-Tem Eileen Waldow; Trustees; Andy Miller, Herb Meyring, Katie Soles, Parnell Quinn and Ryan Barwick Staff:Town Manager Jeff Durbin; Town Clerk, Antoinette McVeigh; Town Planner, Catherine Trotter; Marketing and Economic Development Manager, Sarah Wieck; Public Works Director, Russell Pennington; Finance Manager, Beth Williams; Police Chief, Glen Trainor Others:See attached list Mayor Vandernail called the meeting to order at 7:00 p.m. 1.Rollcall: Mayor Philip Vandernail; Mayor Pro-Tem Eileen Waldow; Trustees; Andy Miller, Herb Meyring, Katie Soles, Parnell Quinn and Ryan Barwick 2.Approval of Agenda: Trustee Quinn moved, and Trustee Barwick seconded the motion to approve the amended agenda removing Final Acceptance Elk Creek 1 And 2 and Final Acceptance Willows 1 And 3 from the agenda. Motion carried: 7-0. 3.Consent Agenda: a)Resolution 2019-07-05 Authorizing Concrete and Asphalt Expenditures Trustee Miller moved, and Trustee Waldow seconded the motion to approve the amended consent agenda. Motion carried: 7-0. 4.Public Hearing and Possible Action: a)Ski Broker Easement Vacation Mayor Vandernail opened the public hearing. There was no public comment and Mayor Vandernail closed the public hearing. Trustee Miller moved, and Trustee Quinn seconded the motion to approve Ordinance 471 To Vacate a Portion of Certain Address and Utility Easements on Property Owned by Ski & Board Broker, LLC in the Town of Fraser. Motion carried: 6-1, Nay Waldow. 5. Discussion and Possible Action Regarding a)2018 Audit Presentation Paul Backes from McMahan and Associates presented the 2018 Audit. Page 2 of 2 Trustee Meyring moved, and Trustee Soles seconded the motion to accept the 2018 Audit as presented. Motion carried: 7-0 b) Intergovernmental Agreement with Grand County for County Road 8 Trustee Soles moved, and Trustee Miller seconded the motion to approve Resolution 2019-07-07 Authorizing an IGA with Grand County for the County Road 8 Bridge Replacement Project. Motion carried: 7-0 c)Resolution 2019-07-06 Well 8 Outfitting Expenditures Trustee Miller moved, and Trustee Soles seconded the motion to approve Resolution 2019-07-06 Well 8 Outfitting Expenditures. Motion carried: 7-0 6. Open Forum a) Bob Wolf discussed nuisances in town. 7.Updates a)TM Durbin discussed the Deed Restriction Program b)Soles – St Louis Campground bathrooms c)Waldow- CR 72 d)Vandernail – Headwaters Center 8. Executive Session Instructions And Negotiations: For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e) regarding annexation to include TM Durbin and TP Trotter Trustee Soles moved, and Trustee Miller seconded the motion to enter the executive session at 7:55 p.m. Motion carried: 7-0. Trustee Miller moved, and Trustee Quinn seconded the motion to exit the executive session at 8:50 p.m. Motion carried: 7-0. 9.Adjourn: Trustee Soles moved, and Trustee Miller seconded the motion to adjourn. Motion carried: 7-0. Meeting adjourned at 8:50 p.m. _____________________________ Antoinette McVeigh, Town Clerk TOWN OF FRASER ORDINANCE NO. 472 Series 2019 AN ORDINANCE AMENDING CHAPTER 1 ARTICLE 4 SECTION 10 OF THE FRASER MUNICIPAL CODE REGARDING GENERAL PENALTY FOR VIOLATION WHEREAS, the Colorado State Statues have been revised and the current town code requires amending accordingly. NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO, AS FOLLOWS: PART 1: AMENDMENT OF MUNICIPAL CODE Chapter 1 (General Provisions), Article 4 (General Penalty) Section 10 (General Penalty for Violation) of the Fraser Municipal Code (herein sometimes referred to as the "Municipal Code") is hereby amended as follows [Note: additions are shown in bold underlined print; deletions are shown as strikethrough print]: ARTICLE 4- General penalty Sec. 1-4-10 - General penalty for violations I t s h a l l b e u n l a w f u l f o r a n y p e r s o n t o v i o l a t e , d i s o b e y , o m i t , n e g l e c t , r e f u s e o r f a i l t o c o m p l y w i t h o r r e s i s t t h e e n f o r c e m e n t o f a n y p r o v i s i o n o f t h i s C o d e ; a n d w h e r e n o s p e c i f i c p e n a l t y i s p r o v i d e d t h e r e f o r , t h e v i o l a t i o n o f a n y p r o v i s i o n o f t h i s C o d e s h a l l b e p u n i s h e d b y a f i n e n o t e x c e e d i n g t w o t h o u s a n d s i x h u n d r e d f i f t y d o l l a r s ( $ 2 , 6 5 0 . 0 0 ) , b y i m p r i s o n m e n t f o r a t e r m n o t e x c e e d i n g o n e ( 1 ) y e a r t h r e e h u n d r e d a n d s i x t y f o u r ( 3 6 4 ) d a y s , o r b y b o t h s u c h f i n e a n d i m p r i s o n m e n t . E a c h d a y s u c h v i o l a t i o n c o n t i n u e s s h a l l b e c o n s i d e r e d a s e p a r a t e o f f e n s e . PART 2: REPEAL. Any and all existing ordinances or parts of ordinances of the Town of Fraser covering the same matters as embraced in this Ordinance are hereby repealed and all ordinances or parts of ordinances inconsistent with the provisions of this ordinance are hereby repealed; provided, however, that such repeal shall not affect or prevent the prosecution or punishment of any person for any act done or committed in violation of any ordinance hereby repealed prior to the taking effect of this Ordinance. PART 3: SEVERABILITY. If any section, subsection, sentence, clause or phrase of this Ordinance is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this Ordinance. The Town of Fraser hereby declares that it would have adopted this Ordinance, and each section, subsection, clause or phrase thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases thereof be declared invalid or unconstitutional. PART 4: EFFECTIVE DATE. This Ordinance shall take effect thirty (30) days after passage, adoption and publication thereof as provided by law. PART 5: PUBLICATION. This Ordinance shall be published by title only. READ, PASSED, ADOPTED AND ORDERED PUBLISHED BY THE BOARD OF TRUSTEES AND SIGNED THIS 7th DAY OF AUGUST, 2019. Votes in favor: ____BOARD OF TRUSTEES OF THE Votes opposed: ____TOWN OF FRASER, COLORADO Votes abstained: ____ BY: Philip Vandernail, Mayor ATTEST: (S E A L) Antoinette McVeigh, Town Clerk Published in the Middle Park Times on _____________________. i COMCAST OF COLORADO IX, LLC AND TOWN OF FRASER, COLORADO ____________________________________________ CABLE FRANCHISE AGREEMENT Table of Contents _____________________________________________...........................................................................................1 SECTION 1. DEFINITIONS......................................................................................................................................1 SECTION 2. GRANT OF FRANCHISE...................................................................................................................7 2.1 Grant.................................................................................................................................................................7 2.2 Use of Right-of-Way........................................................................................................................................8 2.3 Term of Franchise.............................................................................................................................................9 2.4 Franchise Nonexclusive....................................................................................................................................9 2.5 Police Powers...................................................................................................................................................9 2.6 Competitive Equity.........................................................................................................................................10 2.7 Familiarity with Franchise..............................................................................................................................11 2.8 Effect of Acceptance......................................................................................................................................11 SECTION 3. FRANCHISE FEE PAYMENT AND FINANCIAL CONTROLS................................................11 3.1 Franchise Fee..................................................................................................................................................11 3.2 Payments.........................................................................................................................................................12 3.3 Acceptance of Payment and Recomputation..................................................................................................12 3.4 Quarterly Franchise Fee Reports....................................................................................................................12 3.5 Annual Franchise Fee Reports........................................................................................................................12 3.6 Franchise Fees Subject to Audit.....................................................................................................................12 3.7 Late Payments................................................................................................................................................12 3.8 Underpayments...............................................................................................................................................13 3.9 Alternative Compensation..............................................................................................................................13 3.10 Maximum Legal Compensation.....................................................................................................................13 3.11 Additional Commitments Not Franchise Fee Payments................................................................................13 3.12 Tax Liability...................................................................................................................................................13 3.13 Financial Records...........................................................................................................................................14 3.14 Payment on Termination................................................................................................................................14 SECTION 4. ADMINISTRATION AND REGULATION....................................................................................14 4.1 Authority.........................................................................................................................................................14 4.2 Rates and Charges..........................................................................................................................................14 4.3 Rate Discrimination........................................................................................................................................14 4.4 Filing of Rates and Charges...........................................................................................................................15 4.5 Cross Subsidization........................................................................................................................................15 4.6 Reserved Authority.........................................................................................................................................15 4.7 Franchise Amendment Procedure...................................................................................................................15 4.8 Performance Evaluations................................................................................................................................16 4.9 ii Force Majeure.................................................................................................................................................16 SECTION 5. FINANCIAL AND INSURANCE REQUIREMENTS....................................................................17 5.1 Indemnification...............................................................................................................................................17 5.2 Insurance.........................................................................................................................................................17 SECTION 6. CUSTOMER SERVICE.....................................................................................................................17 6.1 Customer Service Standards...........................................................................................................................17 6.2 Subscriber Privacy..........................................................................................................................................17 6.3 Subscriber Bills..............................................................................................................................................18 SECTION 7. BOOKS AND RECORDS..................................................................................................................18 7.1 Books and Records.........................................................................................................................................18 7.2 Confidentiality................................................................................................................................................18 7.3 Records Required...........................................................................................................................................18 7.4 Copies of Federal and State Reports..............................................................................................................19 SECTION 8. PROGRAMMING..............................................................................................................................19 8.1 Broad Programming Categories.....................................................................................................................19 8.2 Deletion or Reduction of Broad Programming Categories............................................................................20 8.3 Obscenity........................................................................................................................................................20 8.4 Parental Control Device.................................................................................................................................20 8.5 Continuity of Service Mandatory...................................................................................................................20 8.6 Services for the Disabled................................................................................................................................21 SECTION 9. ACCESS...............................................................................................................................................21 9.1 Access Channels............................................................................................................................................21 9.2 Access Channel Location...............................................................................................................................22 9.3 Return Lines.................................................................................................................................................22 9.4 Underutilized Access Channels......................................................................................................................22 9.5 Support for Access Costs................................................................................................................................23 SECTION 10. GENERAL RIGHT-OF-WAY USE AND CONSTRUCTION....................................................24 10.1 Permits and General Obligations....................................................................................................................24 10.2 Conditions of Street Occupancy.....................................................................................................................24 10.3 Relocation at request of Third Party...............................................................................................................25 10.4 Restoration of Right-of-Way..........................................................................................................................25 10.5 Safety Requirements.......................................................................................................................................25 10.6 Trimming of Trees and Shrubbery.................................................................................................................25 10.7 Aerial and Underground Construction...........................................................................................................25 10.8 Undergrounding and Beautification Projects.................................................................................................26 SECTION 11. CABLE SYSTEM, TECHNICAL STANDARDS AND TESTING.............................................26 11.1 Subscriber Network........................................................................................................................................26 11.2 Standby Power................................................................................................................................................27 11.3 Emergency Alert Capability...........................................................................................................................27 11.4 Technical Performance...................................................................................................................................27 iii 11.5 Cable System Performance Testing................................................................................................................27 SECTION 12. SERVICE AVAILABILITY, INTERCONNECTION AND SERVICE TO SCHOOLS AND PUBLIC BUILDINGS........................................................................................................................28 12.1 Service Availability........................................................................................................................................28 12.2 Connection of Public Facilities......................................................................................................................29 SECTION 13. FRANCHISE VIOLATIONS...........................................................................................................30 13.1 Procedure for Remedying Franchise Violations.............................................................................................30 13.2 Revocation......................................................................................................................................................31 13.3 Procedures in the Event of Termination or Revocation.................................................................................32 13.4 Purchase of Cable System..............................................................................................................................33 13.5 Receivership and Foreclosure.........................................................................................................................33 13.6 No Monetary Recourse Against the Town.....................................................................................................34 13.7 Alternative Remedies.....................................................................................................................................34 13.8 Effect of Abandonment..................................................................................................................................34 13.9 What Constitutes Abandonment.....................................................................................................................35 SECTION 14. FRANCHISE RENEWAL AND TRANSFER...............................................................................35 14.1 Renewal..........................................................................................................................................................35 14.2 Transfer of Ownership or Control..................................................................................................................35 SECTION 15. SEVERABILITY..............................................................................................................................36 SECTION 16. MISCELLANEOUS PROVISIONS................................................................................................36 16.1 Preferential or Discriminatory Practices Prohibited.......................................................................................36 16.2 Notices............................................................................................................................................................36 16.3 Descriptive Headings......................................................................................................................................37 16.4 Binding Effect................................................................................................................................................37 16.5 No Joint Venture.............................................................................................................................................37 16.6 Waiver............................................................................................................................................................37 16.7 Reasonableness of Consent or Approval........................................................................................................37 16.8 Entire Agreement............................................................................................................................................37 COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 1 COMCAST OF COLORADO IX, LLC AND TOWN OF FRASER, COLORADO _____________________________________________ CABLE FRANCHISE AGREEMENT SECTION 1. DEFINITIONS For the purposes of this Franchise, the following terms, phrases, words and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Words not defined shall be given their common and ordinary meaning. The word "shall" is always mandatory and not merely directory. 1.1 “Access” means the availability for noncommercial use by various agencies, institutions, organizations, groups and individuals in the community, including the Town and its designees, of the Cable System to acquire, create, receive, and distribute video Cable Services and other services and signals as permitted under Applicable Law including, but not limited to: (A)“Public Access” means Access where community-based, noncommercial organizations, groups or individual members of the general public, on a nondiscriminatory basis, are the primary users. (B)“Educational Access” means Access where schools are the primary users having editorial control over programming and services. For purposes of this definition, “school” means any State-accredited educational institution, public or private, including, for example, primary and secondary schools, colleges and universities. (C)“Government Access” means Access where governmental institutions or their designees are the primary users having editorial control over programming and services. 1.2 “Access Channel” means any Channel, or portion thereof, designated for Access purposes or otherwise made available to facilitate or transmit Access programming or services. 1.3 “Activated” means the status of any capacity or part of the Cable System in which any Cable Service requiring the use of that capacity or part is available without further installation of system equipment, whether hardware or software. 1.4 “Affiliate,” when used in connection with Grantee, means any Person who owns or controls, is owned or controlled by, or is under common ownership or control with, Grantee. 1.5 “Applicable Law” means any statute, ordinance, judicial decision, executive order or regulation having the force and effect of law, that determines the legal standing of a case or issue. 1.6 “Bad Debt” means amounts lawfully billed to a Subscriber and owed by the Subscriber COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 2 for Cable Service and accrued as revenues on the books of Grantee, but not collected after reasonable efforts have been made by Grantee to collect the charges. 1.7 “Basic Service” is the level of programming service which includes, at a minimum, all Broadcast Channels, all PEG SD Access Channels required in this Franchise, and any additional Programming added by the Grantee, and is made available to all Cable Services Subscribers in the Franchise Area. 1.8 “Broadcast Channel” means local commercial television stations, qualified low power stations and qualified local noncommercial educational television stations, as referenced under 47 USC § 534 and 535. 1.9 “Broadcast Signal” means a television or radio signal transmitted over the air to a wide geographic audience, and received by a Cable System by antenna, microwave, satellite dishes or any other means. 1.10 “Cable Act” means the Title VI of the Communications Act of 1934, as amended. 1.11 “Cable Operator” means any Person or groups of Persons, including Grantee, who provide(s) Cable Service over a Cable System and directly or through one or more affiliates owns a significant interest in such Cable System or who otherwise control(s) or is (are) responsible for, through any arrangement, the management and operation of such a Cable System. 1.12 “Cable Service” means the one-way transmission to Subscribers of video programming or other programming service, and Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service. 1.13 “Cable System” means any facility, including Grantee’s, consisting of a set of closed transmissions paths and associated signal generation, reception, and control equipment that is designed to provide Cable Service which includes video programming and which is provided to multiple Subscribers within a community, but such term does not include (A) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (B) a facility that serves Subscribers without using any Right-of-Way; (C) a facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the federal Communications Act (47 U.S.C. 201 et seq.), except that such facility shall be considered a Cable System (other than for purposes of Section 621(c) (47 U.S.C. 541(c)) to the extent such facility is used in the transmission of video programming directly to Subscribers, unless the extent of such use is solely to provide interactive on-demand services; (D) an open video system that complies with federal statutes; or (E) any facilities of any electric utility used solely for operating its electric utility systems. 1.14 “Channel” means a portion of the electromagnetic frequency spectrum which is used in the Cable System and which is capable of delivering a television channel (as television channel is defined by the FCC by regulation). COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 3 1.15 “Commercial Subscribers” means any Subscribers other than Residential Subscribers. 1.16 “Designated Access Provider” means the entity or entities designated now or in the future by the Town to manage or co-manage Access Channels and facilities. The Town may be a Designated Access Provider. 1.17 “Downstream” means carrying a transmission from the Headend to remote points on the Cable System or to Interconnection points on the Cable System. 1.18 “Dwelling Unit” means any building, or portion thereof, that has independent living facilities, including provisions for cooking, sanitation and sleeping, and that is designed for residential occupancy. Buildings with more than one set of facilities for cooking shall be considered Multiple Dwelling Units unless the additional facilities are clearly accessory. 1.19 “Effective Date”. The effective date of this Franchise is the ____ day of ______________________, 2019 pursuant to the provisions of applicable law. 1.20 “FCC” means the Federal Communications Commission. 1.21 “Fiber Optic” means a transmission medium of optical fiber cable, along with all associated electronics and equipment, capable of carrying Cable Service by means of electric lightwave impulses. 1.22 “Franchise” means the document in which this definition appears, i.e., the contractual agreement, executed between the Town and Grantee, containing the specific provisions of the authorization granted, including references, specifications, requirements and other related matters. 1.23 “Franchise Area” means the area within the jurisdictional boundaries of the Town, including any areas annexed by the Town during the term of this Franchise. 1.24 “Franchise Fee” means that fee payable to the Town described in subsection 3.1. 1.25 “Grantee” means Comcast of Colorado IX, LLC, or its lawful successor, transferee or assignee. 1.26 “Gross Revenues” means, and shall be construed broadly to include all revenues derived directly or indirectly by Grantee and/or an Affiliated Entity that is the cable operator of the Cable System, from the operation of Grantee’s Cable System to provide Cable Services within the Town. Gross revenues include, by way of illustration and not limitation: •monthly fees for Cable Services, regardless of whether such Cable Services are provided to residential or commercial customers, including revenues derived from the provision of all Cable Services (including but not limited to pay or premium Cable Services, digital Cable Services, pay-per-view, pay-per-event and video-on-demand Cable Services); COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 4 •installation, reconnection, downgrade, upgrade or similar charges associated with changes in subscriber Cable Service levels; •fees paid to Grantee for channels designated for commercial/Leased Access use and shall be allocated on a pro rata basis using total Cable Service subscribers within the Town; •converter, remote control, and other Cable Service equipment rentals, leases, or sales; •Advertising Revenues as defined herein; •late fees, convenience fees and administrative fees which shall be allocated on a pro rata basis using Cable Services revenue as a percentage of total subscriber revenues within the Town; •revenues from program guides; •Franchise Fees; •FCC Regulatory Fees; and, •commissions from home shopping channels and other Cable Service revenue sharing arrangements which shall be allocated on a pro rata basis using total Cable Service subscribers within the Town. (A)“Advertising Revenues” shall mean revenues derived from sales of advertising that are made available to Grantee’s Cable System subscribers within the Town and shall be allocated on a pro rata basis using total Cable Service subscribers reached by the advertising. Additionally, Grantee agrees that Gross Revenues subject to franchise fees shall include all commissions, rep fees, Affiliated Entity fees, or rebates paid to National Cable Communications (“NCC”) and Comcast Spotlight (“Spotlight”) or their successors associated with sales of advertising on the Cable System within the Town allocated according to this paragraph using total Cable Service subscribers reached by the advertising. (B)“Gross Revenues” shall not include: •actual bad debt write-offs, except any portion which is subsequently collected which shall be allocated on a pro rata basis using Cable Services revenue as a percentage of total subscriber revenues within the Town; •any taxes and/or fees on services furnished by Grantee imposed by any municipality, state or other governmental unit, provided that Franchise Fees and the FCC regulatory fee shall not be regarded as such a tax or fee; •fees imposed by any municipality, state or other governmental unit on Grantee including but not limited to Public, Educational and Governmental (PEG) Fees; •launch fees and marketing co-op fees; and, COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 5 •unaffiliated third party advertising sales agency fees which are reflected as a deduction from revenues. (C)To the extent revenues are received by Grantee for the provision of a discounted bundle of services which includes Cable Services and non-Cable Services, Grantee shall calculate revenues to be included in Gross Revenues using a methodology that allocates revenue on a pro rata basis when comparing the bundled service price and its components to the sum of the published rate card, except as required by specific federal, state or local law, it is expressly understood that equipment may be subject to inclusion in the bundled price at full rate card value. This calculation shall be applied to every bundled service package containing Cable Service from which Grantee derives revenues in the Town. The Town reserves its right to review and to challenge Grantee’s calculations. (D)Grantee reserves the right to change the allocation methodologies set forth in this Section 1.26 in order to meet the standards required by governing accounting principles as promulgated and defined by the Financial Accounting Standards Board (“FASB”), Emerging Issues Task Force (“EITF”) and/or the U.S. Securities and Exchange Commission (“SEC”). Grantee will explain and document the required changes to the Town as part of any audit or review of franchise fee payments, and any such changes shall be subject to 1.26(E) below. (E)Resolution of any disputes over the classification of revenue should first be attempted by agreement of the Parties, but should no resolution be reached, the Parties agree that reference shall be made to generally accepted accounting principles (“GAAP”) as promulgated and defined by the Financial Accounting Standards Board (“FASB”), Emerging Issues Task Force (“EITF”) and/or the U.S. Securities and Exchange Commission (“SEC”). Notwithstanding the forgoing, the Town reserves its right to challenge Grantee’s calculation of Gross Revenues, including the interpretation of GAAP as promulgated and defined by the FASB, EITF and/or the SEC. 1.27 “Headend” means any facility for signal reception and dissemination on a Cable System, including cables, antennas, wires, satellite dishes, monitors, switchers, modulators, processors for Broadcast Signals, equipment for the Interconnection of the Cable System with adjacent Cable Systems and Interconnection of any networks which are part of the Cable System, and all other related equipment and facilities. 1.28 “Leased Access Channel” means any Channel or portion of a Channel commercially available for video programming by Persons other than Grantee, for a fee or charge. 1.29 “Manager” means the Town Manager of the Town or designee. 1.30 “Person” means any individual, sole proprietorship, partnership, association, or corporation, or any other form of entity or organization. 1.31 “Premium Service” means programming choices (such as movie Channels, pay-per-view programs, or video on demand) offered to Subscribers on a per-Channel, per-program or per- COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 6 event basis. 1.32 “Residential Subscriber” means any Person who receives Cable Service delivered to Dwelling Units or Multiple Dwelling Units, excluding such Multiple Dwelling Units billed on a bulk-billing basis. 1.33 “Right-of-Way” means each of the following which have been dedicated to the public or are hereafter dedicated to the public and maintained under public authority or by others and located within the Town: streets, roadways, highways, avenues, lanes, alleys, bridges, sidewalks, easements, right-of-way and similar public property and areas. 1.34 “State” means the State of Colorado. 1.35 “Subscriber” means any Person who or which elects to subscribe to, for any purpose, Cable Service provided by Grantee by means of or in connection with the Cable System and whose premises are physically wired and lawfully Activated to receive Cable Service from Grantee's Cable System, and who is in compliance with Grantee’s regular and nondiscriminatory terms and conditions for receipt of service. 1.36 “Subscriber Network” means that portion of the Cable System used primarily by Grantee in the transmission of Cable Services to Residential Subscribers. 1.37 “Telecommunications” means the transmission, between or among points specified by the user, of information of the user's choosing, without change in the form or content of the information as sent and received (as provided in 47 U.S.C. Section 153(43)). 1.38 “Telecommunications Service” means the offering of Telecommunications for a fee directly to the public, or to such classes of users as to be effectively available directly to the public, regardless of the facilities used (as provided in 47 U.S.C. Section 153(46)). 1.39 “Tier” means a group of Channels for which a single periodic subscription fee is charged. 1.40 “Town” is the Town of Fraser, Colorado, a body politic and corporate under the laws of the State of Colorado. 1.41 “Town Council” means the Fraser Board of Trustees, or its successor, the governing body of the Town of Fraser, Colorado. 1.42 “Two-Way” means that the Cable System is capable of providing both Upstream and Downstream transmissions. 1.43 “Upstream” means carrying a transmission to the Headend from remote points on the Cable System or from Interconnection points on the Cable System. SECTION 2. GRANT OF FRANCHISE COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 7 2.1 Grant (A)The Town hereby grants to Grantee a nonexclusive authorization to make reasonable and lawful use of the Right-of-Way within the Town to construct, operate, maintain, reconstruct and rebuild a Cable System for the purpose of providing Cable Service subject to the terms and conditions set forth in this Franchise and in any prior utility or use agreements entered into by Grantee with regard to any individual property. (B)Nothing in this Franchise shall be deemed to waive the lawful requirements of any generally applicable Town ordinance existing as of the Effective Date, as defined in subsection 1.19. (C)Each and every term, provision or condition herein is subject to the provisions of State law, federal law, the Charter of the Town, and the ordinances and regulations enacted pursuant thereto. The Charter and Municipal Code of the Town, as the same may be amended from time to time, are hereby expressly incorporated into this Franchise as if fully set out herein by this reference. Notwithstanding the foregoing, the Town may not unilaterally alter the material rights and obligations of Grantee under this Franchise. Notwithstanding any other provision of this Franchise, Grantee reserves the right to challenge provisions of any ordinance, rule, regulation, or other enactment of the Town that conflicts with its contractual rights under this Franchise, either now or in the future. (D)This Franchise shall not be interpreted to prevent the Town from imposing additional lawful conditions, including additional compensation conditions for use of the Right- of-Way, should Grantee provide service other than Cable Service. (E)Grantee promises and guarantees, as a condition of exercising the privileges granted by this Franchise, that any Affiliate of the Grantee directly involved in the offering of Cable Service in the Franchise Area, or directly involved in the management or operation of the Cable System in the Franchise Area, will also comply with the obligations of this Franchise. (F)No rights shall pass to Grantee by implication. Without limiting the foregoing, by way of example and not limitation, this Franchise shall not include or be a substitute for: (1)Any other permit or authorization required for the privilege of transacting and carrying on a business within the Town that may be required by the ordinances and laws of the Town; (2)Any permit, agreement, or authorization required by the Town for Right- of-Way users in connection with operations on or in Right-of-Way or public property including, by way of example and not limitation, street cut permits; or (3)Any permits or agreements for occupying any other property of the Town or private entities to which access is not specifically granted by this Franchise including, without limitation, permits and agreements for placing devices on poles, in conduits or in or on other structures. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 8 (G)This Franchise is intended to convey limited rights and interests only as to those Right-of-Way in which the Town has an actual interest. It is not a warranty of title or interest in any Right-of-Way; it does not provide the Grantee with any interest in any particular location within the Right-of-Way; and it does not confer rights other than as expressly provided in the grant hereof. (H)This Franchise does not authorize Grantee to provide Telecommunications Service, or to construct, operate or maintain Telecommunications facilities. This Franchise is not a bar to the provision of non-Cable Services, or to the imposition of any lawful conditions on Grantee with respect to Telecommunications, whether similar, different or the same as the conditions specified herein. This Franchise does not relieve Grantee of any obligation it may have to obtain from the Town an authorization to provide Telecommunications Services, or to construct, operate or maintain Telecommunications facilities, or relieve Grantee of its obligation to comply with any such authorizations that may be lawfully required. 2.2 Use of Right-of-Way (A)Subject to the Town's supervision and control, Grantee may erect, install, construct, repair, replace, reconstruct, and retain in, on, over, under, upon, across, and along the Right-of-Way within the Town such wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of a Cable System within the Town. Grantee, through this Franchise, is granted extensive and valuable rights to operate its Cable System for profit using the Town's Right-of-Way in compliance with all applicable Town construction codes and procedures. As trustee for the public, the Town is entitled to fair compensation as provided for in Section 3 of this Franchise to be paid for these valuable rights throughout the term of the Franchise. (B)Grantee must follow Town established nondiscriminatory requirements for placement of Cable System facilities in Right-of-Way, including the specific location of facilities in the Right-of-Way, and must in any event install Cable System facilities in a manner that minimizes interference with the use of the Right-of-Way by others, including others that may be installing communications facilities. Within limits reasonably related to the Town’s role in protecting public health, safety and welfare, the Town may require that Cable System facilities be installed at a particular time, at a specific place or in a particular manner as a condition of access to a particular Right-of-Way; may deny access if Grantee is not willing to comply with Town's requirements; and may remove, or require removal of, any facility that is not installed by Grantee in compliance with the requirements established by the Town, or which is installed without prior Town approval of the time, place or manner of installation, and charge Grantee for all the costs associated with removal; and may require Grantee to cooperate with others to minimize adverse impacts on the Right-of-Way through joint trenching and other arrangements. 2.3 Term of Franchise The term of the Franchise granted hereunder shall be ten (10) years, commencing upon COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 9 the Effective Date of the Franchise, unless the Franchise is renewed or is lawfully terminated in accordance with the terms of this Franchise Agreement and the Cable Act, or is extended by mutual agreement of the Town and Grantee. 2.4 Franchise Nonexclusive This Franchise shall be nonexclusive, and subject to all prior rights, interests, easements or licenses granted by the Town to any Person to use any property, Right-of-Way, right, interest or license for any purpose whatsoever, including the right of the Town to use same for any purpose it deems fit, including the same or similar purposes allowed Grantee hereunder. The Town may at any time grant authorization to use the Right-of-Way for any purpose not incompatible with Grantee's authority under this Franchise and for such additional franchises for Cable Systems as the Town deems appropriate. 2.5 Police Powers Grantee’s rights hereunder are subject to the police powers of the Town to adopt and enforce ordinances necessary to the safety, health, and welfare of the public, and Grantee agrees to comply with all laws and ordinances of general applicability enacted, or hereafter enacted, by the Town or any other legally constituted governmental unit having lawful jurisdiction over the subject matter hereof. The Town shall have the right to adopt, from time to time, such ordinances as may be deemed necessary in the exercise of its police power; provided that such hereinafter enacted ordinances shall not materially modify the terms of this Franchise. Any conflict between the provisions of this Franchise and any other present or future lawful exercise of the Town's police powers shall be resolved in favor of the latter. 2.6 Competitive Equity (A)Purposes. The Grantee and the Town acknowledge that there is increasing competition in the video marketplace among cable operators, direct broadcast satellite providers, telephone companies, broadband content providers and others; new technologies are emerging that enable the provision of new and advanced services to Town residents; and changes in the scope and application of the traditional regulatory framework governing the provision of video services are being considered in a variety of federal, state and local venues. To foster an environment where video service providers using the public Right-of-Way can compete on a competitively neutral and nondiscriminatory basis; encourage the provision of new and advanced services to Town residents; promote local communications infrastructure investments and economic opportunities in the Town; and provide flexibility in the event of subsequent changes in the law, the Grantee and the Town have agreed to the provisions in this Section, and they should be interpreted and applied with such purposes in mind. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 10 (B)New Video Service Provider. Notwithstanding any other provision of this Agreement or any other provision of law, if any Video Service Provider (“VSP”) (i) enters into any agreement with the Town to provide video services to subscribers in the Town, or (ii) otherwise begins to provide video services to subscribers in the Town (with or without entering into an agreement with the Town), the Town, upon written request of the Grantee, shall permit the Grantee to construct and operate its Cable System and to provide video services to subscribers in the Town under the same agreement and/or under the same terms and conditions as apply to the new VSP. The Grantee and the Town shall enter into an agreement or other appropriate authorization (if necessary) containing the same terms and conditions as are applicable to the VSP within sixty (60) days after the Grantee submits a written request to the Town. (C)If there is no written agreement or other authorization between the new VSP and the Town, the Grantee and the Town shall use the sixty (60) day period to develop and enter into an agreement or other appropriate authorization (if necessary) that to the maximum extent possible contains provisions that will ensure competitive equity between the Grantee and other VSPs, taking into account the terms and conditions under which other VSPs are allowed to provide video services to subscribers in the Town. (D)Subsequent Change in Law. If there is a change in federal, state or local law that provides for a new or alternative form of authorization for a VSP to provide video services to subscribers in the Town, or that otherwise changes the nature or extent of the obligations that the Town may request from or impose on a VSP providing video services to subscribers in the Town, the Town agrees that, notwithstanding any other provision of law, upon Grantee’s written request the Town shall: (i) permit the Grantee to provide video services to subscribers in the Town on the same terms and conditions as are applicable to a VSP under the changed law; (ii) modify this Agreement to comply with the changed law; or (iii) modify this Agreement to ensure competitive equity between the Grantee and other VSPs, taking into account the conditions under which other VSPs are permitted to provide video services to subscribers in the Town. The Town and the Grantee shall implement the provisions of this Section within sixty (60) days after the Grantee submits a written request to the Town. Notwithstanding any provision of law that imposes a time or other limitation on the Grantee’s ability to take advantage of the changed law’s provisions, the Grantee may exercise its rights under this Section at any time, but not sooner than thirty (30) days after the changed law goes into effect. (E)Effect on This Agreement. Any agreement, authorization, right or determination to provide video services to subscribers in the Town under Sections 2.6B, 2.6C or 2.6D shall supersede this Agreement, and the Grantee, at its option, may terminate this Agreement or portions thereof, upon written notice to the Town, without penalty or damages. (F)The term “Video Service Provider” or “VSP” shall mean any entity using the public Right-of-Way to provide multiple video programming services to subscribers, for purchase or at no cost, regardless of the transmission method, facilities, or technology used. A VSP shall include but is not limited to any entity that provides cable services, multichannel multipoint distribution services, broadcast satellite services, satellite-delivered services, wireless services, and Internet-Protocol based services. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 11 2.7 Familiarity with Franchise The Grantee acknowledges and warrants by acceptance of the rights, privileges and agreements granted herein, that it has carefully read and fully comprehends the terms and conditions of this Franchise and is willing to and does accept all lawful and reasonable risks of the meaning of the provisions, terms and conditions herein. The Grantee further acknowledges and states that it has fully studied and considered the requirements and provisions of this Franchise, and finds that the same are commercially practicable at this time, and consistent with all local, State and federal laws and regulations currently in effect, including the Cable Act. 2.8 Effect of Acceptance By accepting the Franchise, the Grantee: (1) acknowledges and accepts the Town's legal right to issue and enforce the Franchise; (2) accepts and agrees to comply with each and every provision of this Franchise subject to Applicable Law; and (3) agrees that the Franchise was granted pursuant to processes and procedures consistent with Applicable Law, and that it will not raise any claim to the contrary. SECTION 3. FRANCHISE FEE PAYMENT AND FINANCIAL CONTROLS 3.1 Franchise Fee As compensation for the benefits and privileges granted under this Franchise and in consideration of permission to use the Town's Right-of-Way, Grantee shall within sixty (60) days of the Effective Date of this agreement pay as a Franchise Fee to the Town, throughout the duration of and consistent with this Franchise, an amount equal to five percent (5%) of Grantee's Gross Revenues. 3.2 Payments Grantee's Franchise Fee payments to the Town shall be computed quarterly for the preceding calendar quarter ending March 31, June 30, September 30, and December 31. Each quarterly payment shall be due and payable no later than sixty (60) days after said dates. 3.3 Acceptance of Payment and Recomputation No acceptance of any payment shall be construed as an accord by the Town that the amount paid is, in fact, the correct amount, nor shall any acceptance of payments be construed as a release of any claim the Town may have for further or additional sums payable or for the performance of any other obligation of Grantee. 3.4 Quarterly Franchise Fee Reports Each payment shall be accompanied by a written report to the Town, or concurrently sent under separate cover, verified by an authorized representative of Grantee, containing an accurate COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 12 statement in summarized form, as well as in detail, of Grantee's Gross Revenues and the computation of the payment amount. Such reports shall detail all Gross Revenues of the Cable System. 3.5 Annual Franchise Fee Reports Upon thirty (30) day’s written notice from the Town, Grantee shall, within sixty (60) days after the end of each year, furnish to the Town a statement stating the total amount of Gross Revenues for the year and all payments, deductions and computations for the period. 3.6 Franchise Fees Subject to Audit Upon reasonable prior written notice and no more than once annually, during normal business hours at Grantee’s principal business office, the Town shall have the right to inspect the Grantee’s financial records used to calculate the Town’s franchise fees; provided, however, that any such inspection shall take place within two (2) years from the date the Franchising Authority receives such payment, after which period any such payment shall be considered final. 3.7 Late Payments In the event any payment due quarterly is not received within forty-five (45) days from the end of the calendar quarter, Grantee shall pay interest on the amount due (at the prime rate as listed in the Wall Street Journal on the date the payment was due), compounded daily, calculated from the date the payment was originally due until the date the Town receives the payment. 3.8 Underpayments If a net Franchise Fee underpayment is discovered as the result of an audit, Grantee shall pay interest at the rate of the five percent (5%) per annum, compounded quarterly, calculated from the date each portion of the underpayment was originally due until the date Grantee remits the underpayment to the Town. 3.9 Alternative Compensation In the event the obligation of Grantee to compensate the Town through Franchise Fee payments is lawfully suspended or eliminated, in whole or part, then Grantee shall pay to the Town compensation equivalent to the compensation paid to the Town by other similarly situated users of the Town's Right-of-Way for Grantee's use of the Town's Right-of-Way, provided that in no event shall such payments exceed the equivalent of five percent (5%) of Grantee's Gross Revenues (subject to the other provisions contained in this Franchise), to the extent consistent with Applicable Law. 3.10 Maximum Legal Compensation The parties acknowledge that, at present, applicable federal law limits the Town to collection of a maximum permissible Franchise Fee of five percent (5%) of Gross Revenues. In COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 13 the event that at any time during the duration of this Franchise, the Town is authorized to collect an amount in excess of five percent (5%) of Gross Revenues, then this Franchise may be amended unilaterally by the Town to provide that such excess amount shall be added to the Franchise Fee payments to be paid by Grantee to the Town hereunder, provided that Grantee has received at least ninety (90) days prior written notice from the Town of such amendment, so long as all cable operators in the Town are paying the same Franchise Fee amount. 3.11 Additional Commitments Not Franchise Fee Payments No term or condition in this Franchise shall in any way modify or affect Grantee's obligation to pay Franchise Fees. Although the total sum of Franchise Fee payments and additional commitments set forth elsewhere in this Franchise may total more than five percent (5%) of Grantee's Gross Revenues in any twelve (12) month period, Grantee agrees that the additional commitments may not be offset or credited against any Franchise Fee payments due to the Town unless authorized to be offset against Franchise Fees in accordance with Applicable Law. If Grantee implements such an offset, Grantee shall provide the Town ninety (90) days’ advance written notice. 3.12 Tax Liability The Franchise Fees shall be in addition to any and all taxes or other levies or assessments which are now or hereafter required to be paid by businesses in general by any law of the Town, the State or the United States including, without limitation, sales, use and other taxes, business license fees or other payments. Payment of the Franchise Fees under this Franchise shall not exempt Grantee from the payment of any other license fee, permit fee, tax or charge on the business, occupation, property or income of Grantee that may be lawfully imposed by the Town. Any other license fees, taxes or charges shall be of general applicability in nature and shall not be levied against Grantee solely because of its status as a Cable Operator, or against Subscribers, solely because of their status as such. 3.13 Financial Records Grantee agrees to meet with a representative of the Town upon request to review Grantee's methodology of record-keeping, financial reporting, the computing of Franchise Fee obligations and other procedures, the understanding of which the Town deems necessary for reviewing reports and records. 3.14 Payment on Termination If this Franchise terminates for any reason, the Grantee shall file with the Town within ninety (90) calendar days of the date of the termination, a financial statement, certified by an independent certified public accountant, showing the Gross Revenues received by the Grantee since the end of the previous fiscal year. The Town reserves the right to satisfy any remaining financial obligations of the Grantee to the Town by utilizing the funds available in any security provided by the Grantee. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 14 SECTION 4. ADMINISTRATION AND REGULATION 4.1 Authority (A)The Town shall be vested with the power and right to reasonably regulate the exercise of the privileges permitted by this Franchise in the public interest. (B)Nothing in this Franchise shall limit nor expand the Town's right of eminent domain under State law. 4.2 Rates and Charges All of Grantee’s rates and charges related to or regarding Cable Services shall be subject to regulation by the Town to the full extent authorized by applicable federal, State and local laws. 4.3 Rate Discrimination All of Grantee’s rates and charges shall be published (in the form of a publicly-available rate card) and be non-discriminatory as to all Persons and organizations of similar classes, under similar circumstances and conditions. Grantee shall apply its rates in accordance with Applicable Law, with identical rates and charges for all Subscribers receiving identical Cable Services, without regard to race, color, ethnic or national origin, religion, age, sex, sexual orientation, marital, military or economic status, or physical or mental disability or geographic location within the Town. Grantee shall offer the same Cable Services to all Residential Subscribers at identical rates to the extent required by Applicable Law and to Multiple Dwelling Unit Subscribers to the extent authorized by FCC rules or applicable Federal law. Grantee shall permit Subscribers to make any lawful in-residence connections the Subscriber chooses without additional charge nor penalizing the Subscriber therefor. However, if any in-home connection requires service from Grantee due to signal quality, signal leakage or other factors, caused by improper installation of such in-home wiring or faulty materials of such in-home wiring, the Subscriber may be charged reasonable service charges by Grantee. Nothing herein shall be construed to prohibit: (A)The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns; or, (B)The offering of reasonable discounts to senior citizens or economically disadvantaged citizens; or, (C)The offering of rate discounts for Cable Service; or, (D)The Grantee from establishing different and nondiscriminatory rates and charges and classes of service for Commercial Subscribers, as allowable by federal law and regulations. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 15 4.4 Filing of Rates and Charges Grantee shall, upon thirty (30) day’s written notice from the Town, provide a complete schedule of applicable rates and charges for Cable Services provided under this Franchise. Nothing in this subsection shall be construed to require Grantee to file rates and charges under temporary reductions or waivers of rates and charges in conjunction with promotional campaigns. 4.5 Cross Subsidization Grantee shall comply with all Applicable Laws regarding rates for Cable Services and all Applicable Laws covering issues of cross subsidization. 4.6 Reserved Authority Both Grantee and the Town reserve all rights they may have under the Cable Act and any other relevant provisions of federal, State, or local law. 4.7 Franchise Amendment Procedure Either party may at any time seek an amendment of this Franchise by so notifying the other party in writing. Within thirty (30) days of receipt of notice, the Town and Grantee shall meet to discuss the proposed amendment(s). If the parties reach a mutual agreement upon the suggested amendment(s), such amendment(s) shall be submitted to the Town Council for its approval. If so approved by the Town Council and the Grantee, then such amendment(s) shall be deemed part of this Franchise. If mutual agreement is not reached, there shall be no amendment. 4.8 Performance Evaluations (A)The Town may hold performance evaluation sessions upon ninety (90) days written notice, provided that such evaluation sessions shall be held no more frequently than once every two (2) years. All such evaluation sessions shall be conducted by the Town. (B)Special evaluation sessions may be held at any time by the Town during the term of this Franchise, upon ninety (90) days written notice to Grantee. (C)All regular evaluation sessions shall be open to the public and announced at least two (2) weeks in advance in any manner within the discretion of the Town. Grantee shall also include with or on the Subscriber billing statements for the billing period immediately preceding the commencement of the session, written notification of the date, time, and place of the regular performance evaluation session, and any special evaluation session as required by the Town, provided Grantee receives appropriate advance notice. (D)Topics which may be discussed at any evaluation session may include, but are not limited to, Cable Service rate structures; Franchise Fee payments; liquidated damages; free or discounted Cable Services; application of new technologies; Cable System performance; Cable COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 16 Services provided; programming offered; Subscriber complaints; privacy; amendments to this Franchise; judicial and FCC rulings; line extension policies; and the Town or Grantee's rules; provided that nothing in this subsection shall be construed as requiring the renegotiation of this Franchise. (E)During evaluations under this subsection, Grantee shall fully cooperate with the Town and shall provide such information and documents maintained in the ordinary course of business as the Town may reasonably require to perform the evaluation. 4.9 Force Majeure In the event Grantee is prevented or delayed in the performance of any of its obligations under this Franchise by reason beyond the control of Grantee, Grantee shall have a reasonable time, under the circumstances, to perform the affected obligation under this Franchise or to procure a substitute for such obligation which is satisfactory to the Town. Those conditions which are not within the control of Grantee include, but are not limited to, natural disasters, civil disturbances, work stoppages or labor disputes, power outages, telephone network outages, and severe or unusual weather conditions which have a direct and substantial impact on the Grantee’s ability to provide Cable Services in the Town and which was not caused and could not have been avoided by the Grantee which used its best efforts in its operations to avoid such results. If Grantee believes that a reason beyond its control has prevented or delayed its compliance with the terms of this Franchise, Grantee shall provide documentation as reasonably required by the Town to substantiate the Grantee’s claim. If Grantee has not yet cured the deficiency, Grantee shall also provide the Town with its proposed plan for remediation, including the timing for such cure. SECTION 5. FINANCIAL AND INSURANCE REQUIREMENTS 5.1 Indemnification The Grantee shall indemnify, defend and hold harmless the Town, its officers, employees, and agents from and against any liability or claims resulting from property damage or bodily injury (including accidental death) that arise out of the Grantee’s construction, operation, maintenance or removal of the Cable System, including, but not limited to, reasonable attorneys’ fees and costs, provided that the Town shall give the Grantee written notice of its obligation to indemnify and defend the Town promptly after receipt of a claim or action pursuant to this Section. If the Town determines that it is necessary for it to employ separate counsel, the costs for such separate counsel shall be the responsibility of the Town. 5.2 Insurance Throughout the term of this Franchise Agreement, the Grantee shall, at its own cost and expense, maintain Comprehensive General Liability Insurance and provide the Town certificates of insurance designating the Town and its officers, boards, commissions, councils, elected officials, agents and employees as additional insureds and demonstrating that the Grantee has COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 17 obtained the insurance required in this Section. Such policy or policies shall be in the minimum amount of One Million Dollars ($1,000,000.00) for bodily injury or death to any one person, and One Million Dollars ($1,000,000.00) for bodily injury or death of any two or more persons resulting from one occurrence, and One Million Dollars ($1,000,000.00) for property damage resulting from any one accident. Such policy or policies shall be non-cancelable except upon thirty (30) days prior written notice to the Town. The Grantee shall provide workers’ compensation coverage in accordance with applicable law. The Grantee shall indemnify and hold harmless the Town from any workers compensation claims to which the Grantee may become subject during the term of this Franchise. SECTION 6. CUSTOMER SERVICE 6.1 Customer Service Standards The Town hereby adopts the customer service standards set forth in Part 76, §76.309 of the FCC’s rules and regulations, as amended. The Grantee shall comply in all respects with the customer service requirements established by the FCC. 6.2 Subscriber Privacy The Grantee shall comply with all applicable federal and state privacy laws, including Section 631 of the Cable Act and regulations adopted pursuant thereto. 6.3 Subscriber Bills Subscriber bills shall be designed in such a way as to present the information contained therein clearly and comprehensibly to Subscribers, and in a way that (A) is not misleading and (B) does not omit material information. Notwithstanding anything to the contrary in Section 6.1, above, the Grantee may, in its sole discretion, consolidate costs on Subscriber bills as may otherwise be permitted by Section 622(c) of the Cable Act (47 U.S.C. §542(c)). SECTION 7. BOOKS AND RECORDS 7.1 Books and Records Throughout the term of this Franchise Agreement, the Grantee agrees that the Town may review the Grantee’s books and records that are maintained in the ordinary course of business in the Franchise Area to monitor Grantee’s compliance with the provisions of this Franchise Agreement, upon reasonable prior written notice to the Grantee, at the Grantee’s business office, during normal business hours, and without unreasonably interfering with Grantee’s business operations. All such documents that may be the subject of an inspection by the Town shall be retained by the Grantee for a minimum period of three (3) years. 7.2 Confidentiality The Town agrees to treat as confidential any books or records that constitute proprietary COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 18 or confidential information under federal or State law, to the extent Grantee makes the Town aware of such confidentiality. Grantee shall be responsible for clearly and conspicuously stamping the word "Confidential" on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under State or federal law. If the Town believes it must release any such confidential books and records in the course of enforcing this Franchise, or for any other reason, it shall advise Grantee in advance so that Grantee may take appropriate steps to protect its interests. If the Town receives a demand from any Person for disclosure of any information designated by Grantee as confidential, the Town shall, so far as consistent with Applicable Law, advise Grantee and provide Grantee with a copy of any written request by the party demanding access to such information within a reasonable time. Until otherwise ordered by a court or agency of competent jurisdiction, the Town agrees that, to the extent permitted by State and federal law, it shall deny access to any of Grantee's books and records marked confidential as set forth above to any Person. Grantee shall reimburse the Town for all reasonable costs and attorney’s fees incurred in any legal proceedings pursued under this Section. 7.3 Records Required (A)Grantee shall at all times maintain, and shall furnish to the Town upon 30 days written request and subject to Applicable Law: (1)A complete set of maps showing the exact location of all Cable System equipment and facilities in the Right-of-Way, but excluding detail on proprietary electronics contained therein and Subscriber drops. As-built maps including proprietary electronics shall be available at Grantee's offices for inspection by the Town’s authorized representative(s) or agent(s) and made available to such during the course of technical inspections as reasonably conducted by the Town. These maps shall be certified as accurate by an appropriate representative of the Grantee; (2)A copy of all FCC filings on behalf of Grantee, its parent corporations or Affiliates which relate to the operation of the Cable System in the Town; (B) Subject to subsection 7.2, all information furnished to the Town is public information, and shall be treated as such, except for information involving the privacy rights of individual Subscribers. 7.4 Copies of Federal and State Reports Within thirty (30) days of a written request, Grantee shall submit to the Town copies of all pleadings, applications, notifications, communications and documents of any kind, submitted by Grantee or its parent corporation(s), to any federal, State or local courts, regulatory agencies and other government bodies if such documents directly relate to the operations of Grantee's Cable System within the Town. Grantee shall not claim confidential, privileged or proprietary rights to such documents unless under federal, State, or local law such documents have been determined to be confidential by a court of competent jurisdiction, or a federal or State agency. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 19 SECTION 8. PROGRAMMING 8.1 Broad Programming Categories Grantee shall provide or enable the provision of at least the following initial broad categories of programming to the extent such categories are reasonably available: (A)Educational programming; (B)Colorado news, weather & information; (C)Sports; (D)General entertainment (including movies); (E)Children/family-oriented; (F)Arts, culture and performing arts; (G)Foreign language; (H)Science/documentary; (I)National news, weather and information; and, (J)Public, Educational and Government Access, to the extent required by this Franchise. 8.2 Deletion or Reduction of Broad Programming Categories (A)Grantee shall not delete or so limit as to effectively delete any broad category of programming within its control without the prior written consent of the Town. (B)In the event of a modification proceeding under federal law, the mix and quality of Cable Services provided by Grantee on the Effective Date of this Franchise shall be deemed the mix and quality of Cable Services required under this Franchise throughout its term. 8.3 Obscenity Grantee shall not transmit, or permit to be transmitted over any Channel subject to its editorial control, any programming which is obscene under, or violates any provision of, Applicable Law relating to obscenity, and is not protected by the Constitution of the United States. Grantee shall be deemed to have transmitted or permitted a transmission of obscene programming only if a court of competent jurisdiction has found that any of Grantee's officers or employees or agents have permitted programming which is obscene under, or violative of, any provision of Applicable Law relating to obscenity, and is otherwise not protected by the COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 20 Constitution of the United States, to be transmitted over any Channel subject to Grantee's editorial control. Grantee shall comply with all relevant provisions of federal law relating to obscenity. 8.4 Parental Control Device Upon request by any Subscriber, Grantee shall make available a parental control or lockout device, traps or filters to enable a Subscriber to control access to both the audio and video portions of any or all Channels. Grantee shall inform its Subscribers of the availability of the lockout device at the time of their initial subscription and periodically thereafter. Any device offered shall be at a rate, if any, in compliance with Applicable Law. 8.5 Continuity of Service Mandatory (A)It shall be the right of all Subscribers to continue to receive Cable Service from Grantee insofar as their financial and other obligations to Grantee are honored and they are in compliance with Grantee’s terms of services, residential service agreement or other such provisions. The Grantee shall act so as to ensure that all Subscribers receive continuous, uninterrupted Cable Service regardless of the circumstances. For the purposes of this subsection, "uninterrupted" does not include short-term outages of the Cable System for maintenance or testing. (B)In the event of a change of grantee, or in the event a new Cable Operator acquires the Cable System in accordance with this Franchise, Grantee shall cooperate with the Town, new franchisee or Cable Operator in maintaining continuity of Cable Service to all Subscribers. During any transition period, Grantee shall be entitled to the revenues for any period during which it operates the Cable System, and shall be entitled to reasonable costs for its services when it no longer operates the Cable System. (C)In the event Grantee fails to operate the Cable System for four (4) consecutive days without prior approval of the Manager, or without just cause, the Town may, at its option, operate the Cable System itself or designate another Cable Operator until such time as Grantee restores service under conditions acceptable to the Town or a permanent Cable Operator is selected. If the Town is required to fulfill this obligation for Grantee, Grantee shall reimburse the Town for all reasonable costs or damages that are the result of Grantee's failure to perform. 8.6 Services for the Disabled Grantee shall comply with the Americans with Disabilities Act and any amendments thereto. SECTION 9. ACCESS 9.1 Access Channels COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 21 (A)Grantee intends to continue to provide community messages on one (1) of its existing video programming channels. Grantee shall allow the Town to place its community messages on that shared channel, and to utilize that channel to broadcast Government Access programming. Should Grantee decide to discontinue the shared channel for community messages, Grantee will provide the Town with sixty (60) days advance written notice of the channel discontinuance. (B)Upon 120 days written notice from the Town, after the completion of construction of a Fiber Optic return line pursuant to Section 9.3 and once the equipment in connection therewith is made operational, Grantee shall make available to Town 1 Downstream Channel for PEG use, as provided for in this Section. 1.The Town may delegate management of the PEG Access Channels to a Designated Access Provider. 2.All PEG Access Channels provided for in this Agreement shall be carried system-wide in the Franchise Area, and shall be provided on the Basic Service tier unless otherwise agreed to by the parties. 3.The technical quality of the PEG Access Channels shall not be lower than the quality of other Channels on the same tier of service, at the same technical quality that programming is provided to Grantee by the Town or its Designated Access Provider. 4.The Town shall establish and enforce rules for use of the PEG Access Channels to assure nondiscriminatory access to the Channels to similarly situated users; and to promote use and viewership of the channels, consistent with applicable law. PEG Access Channels may not be used for commercial purposes. 5.Grantee may not exercise any editorial control over the content of programming on the PEG Access Channels. 9.2 Access Channel Location Grantee shall use its best efforts to minimize the movement of Access Channel assignments. Grantee shall provide to the Town a minimum of ninety (90) days prior written notice, prior to any relocation of its Access Channels , unless the change is required by federal law, in which case Grantee shall give the Town the maximum notice possible. 9.3 Return Lines (A)If requested in writing by the Town, Grantee shall construct and maintain a Fiber Optic return line to the Headend from the production facilities of the Town or Designated Access Provider as requested in writing by the Town. The new return line shall be completed within one year from the written request of the Town, or as otherwise agreed to by the parties. All actual construction costs incurred by Grantee from the nearest interconnection point to the Town or Designated Access Provider shall be paid by the Town or the Designated Access Provider. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 22 (B) Grantee shall construct and maintain new Fiber Optic return lines to the Headend from production facilities of new or relocated Designated Access Providers delivering Access programming to Residential Subscribers as requested in writing by the Town. All actual construction costs incurred by Grantee from the nearest interconnection point to the Designated Access Provider shall be paid by the Town or the Designated Access Provider. The new return line shall be completed within one year from the request of the Town or its Designated Access Provider, or as otherwise agreed to by the parties. If an emergency situation necessitates movement of production facilities to a new location, the parties shall work together to complete the new return line as soon as reasonably possible. 9.4 Underutilized Access Channels Grantee and the Town agree that it is their mutual goal to fully and efficiently use the Channel capacity of the Cable System, which may include allowing the Grantee to use underutilized time on Access Channels. If Grantee believes that any Access Channel has underutilized time, Grantee may file a request with the Town Manager to use that time. In response to the request, the Town Manager will consider a combination of factors, including but not limited to, the community’s needs and interests, and the source, quantity, type and schedule of the programming carried on the Access Channel. The Town Manager will also consider, taking into account the mission of the Access programming, whether it is feasible for the Designated Access Providers to cluster Access programming into blocks of time such that the Channel space can be compatibly shared between the Designated Access Provider and the Grantee and/or if several Designated Access Providers can combine their programming onto a single Access Channel. The Town Manager shall render his/her decision regarding the matter within sixty (60) days of receiving the request. Should the Town Manager find that the Access Channel or portion of the Access Channel may be used by the Grantee, then Grantee may begin using such time ninety (90) days after receipt of the decision. The Grantee’s request shall not be unreasonably denied. Any permission granted pursuant to this subsection for use of an Access Channel or a portion thereof shall be considered temporary. At such time as a Designated Access Provider believes that it has the resources and ability to utilize the Access Channel time currently used by the Grantee pursuant to this subsection, a Designated Access Provider may request that the Town Manager return such Channel or portion of the Channel for Access purposes. In response to the request, the Town Manager will consider a combination of factors, including but not limited to, the community’s needs and interests, and the source, quantity, type and schedule of the programming proposed to be carried on the Access Channel as well the applicant’s ability and resources to acquire or produce the proposed Access programming. The Town Manager will also consider, taking into account the mission of the Access programming, whether it is feasible for the Designated Access Providers to cluster Access programming into blocks of time such that the Channel space can be compatibly shared between the Designated Access Provider and the Grantee and/or if several Designated Access Providers can combine their programming onto a single Access Channel. The Town Manager shall render his/her decision regarding the matter within sixty (60) days of receiving the request. Should the Town Manager find that the evidence exists to support the return of the Access Channel or portion of the Access Channel to the Designated Access COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 23 Provider, then Grantee shall surrender the requested time on the Access Channel within ninety (90) days of receiving the decision. The Designated Access Provider’s request shall not be unreasonably denied. 9.5 Support for Access Costs. After completion of the procedures set forth in Section 9.1B and within 90 days of a written request by the Town, Grantee shall provide up to $0.50 per month per Residential Subscriber (the "PEG Contribution") to be used solely for capital costs related to Public, Educational and Governmental Access programming or as may be permitted by Applicable Law. Grantee shall make PEG Contribution payments quarterly for the preceding quarter ending March 31, June 30, September 30, and December 31. Each payment shall be due and payable no later than sixty (60) days following the end of the quarter. SECTION 10. GENERAL RIGHT-OF-WAY USE AND CONSTRUCTION 10.1 Permits and General Obligations The Grantee shall be responsible for obtaining, at its own cost and expense, all generally applicable permits, licenses, or other forms of approval or authorization necessary to construct, operate, maintain or repair the Cable System, or any part thereof, prior to the commencement of any such activity. Construction, installation, and maintenance of the Cable System shall be performed in a safe, thorough and reliable manner using materials of good and durable quality. All transmission and distribution structures, poles, other lines, and equipment installed by the Grantee for use in the Cable System in accordance with the terms and conditions of this Franchise Agreement shall be located so as to minimize the interference with the proper use of the Right-of-Way and the rights and reasonable convenience of property owners who own property that adjoins any such Right-of-Way. 10.2 Conditions of Street Occupancy The Town shall have the right to require Grantee to relocate, remove, replace, modify or disconnect Grantee's facilities and equipment located in the Rights-of-Way or on any other property of the Town for public purposes, in the event of an emergency, or when the public health, safety or welfare requires such change (for example, without limitation, by reason of traffic conditions, public safety, Right-of-Way vacation, Right-of-Way construction, change or establishment of Right-of-Way grade, installation of sewers, drains, gas or water pipes, or any other types of structures or improvements by the Town for public purposes). Such work shall be performed at the Grantee’s expense. Except during an emergency, the Town shall provide reasonable notice to Grantee, not to be less than forty-five (45) business days and allow Grantee with the opportunity to perform such action. In the event of any capital improvement project exceeding $500,000 in expenditures by the Town which requires the removal, replacement, modification or disconnection of Grantee's facilities or equipment, the Town shall provide at least sixty (60) days' written notice to Grantee. Following notice by the Town Grantee shall relocate, remove, replace, modify or disconnect any of its facilities or equipment within any Right-of-Way, or on any other property of the Town, which work shall be completed within a COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 24 reasonable time, not to exceed one-hundred twenty (120) days from the date when the Town makes its request taking into account Sec. 4.9 of this Franchise. If the Town requires Grantee to relocate its facilities located within the Rights-of-Way, the Town shall make a reasonable effort to provide Grantee with an alternate location within the Rights-of-Way. If funds are generally made available to users of the Rights-of-Way for such relocation, Grantee shall be entitled to its pro rata share of such funds. If the Grantee fails to complete this work within the time prescribed and to the Town's satisfaction, the Town may cause such work to be done and bill the cost of the work to the Grantee, including all costs and expenses incurred by the Town due to Grantee’s delay. In such event, the Town shall not be liable for any damage to any portion of Grantee’s Cable System. Within thirty (30) days of receipt of an itemized list of those costs, the Grantee shall pay the Town. 10.3 Relocation at request of Third Party If any removal, replacement, modification or disconnection of the Cable System is required to accommodate the construction, operation or repair of the facilities or equipment of another Town franchise holder or utility provider, Grantee shall, after at least thirty (30) days' advance written notice, take action to effect the necessary changes requested by the responsible entity. Grantee shall require that the costs associated with the removal or relocation be paid by the benefited party. The Grantee shall, upon reasonable prior written request of any Person holding a permit issued by the Town to move any structure, temporarily move its wires to permit the moving of such structure; provided (i) the Grantee may impose a reasonable charge on any Person for the movement of its wires, and such charge may be required to be paid in advance of the movement of its wires; and (ii) the Grantee is given not less than ten (10) business days advance written notice to arrange for such temporary relocation. 10.4 Restoration of Right-of-Way If in connection with the construction, operation, maintenance, or repair of the Cable System, the Grantee disturbs, alters, or damages any Right-of-Way, the Grantee agrees that it shall at its own cost and expense replace and restore any such Public Way to a condition reasonably comparable to the condition of the Right-of-Way existing immediately prior to the disturbance. 10.5 Safety Requirements The Grantee shall, at its own cost and expense, undertake all necessary and appropriate efforts to maintain its work sites in a safe manner in order to prevent failures and accidents that may cause damage, injuries or nuisances. All work undertaken on the Cable System shall be performed in substantial accordance with applicable FCC or other federal and state regulations. The Cable System shall not unreasonably endanger or interfere with the safety of Persons or property in the Franchise Area. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 25 10.6 Trimming of Trees and Shrubbery The Grantee shall have the authority to trim trees or other natural growth overhanging any of its Cable System in the Franchise Area so as to prevent contact with the Grantee’s wires, cables, or other equipment. All such trimming shall be done at the Grantee’s sole cost and expense. The Grantee shall be responsible for any damage caused by such trimming. 10.7 Aerial and Underground Construction At the time of Cable System construction, if all of the transmission and distribution facilities of all of the respective public or municipal utilities in any area of the Franchise Area are underground or obligated to be underground, the Grantee shall place its Cable Systems’ transmission and distribution facilities underground, provided that such underground locations are actually capable of accommodating the Grantee’s cable and other equipment without technical degradation of the Cable System’s signal quality. In any region(s) of the Franchise Area where the transmission or distribution facilities of the respective public or municipal utilities are both aerial and underground, the Grantee shall have the discretion to construct, operate, and maintain all of its transmission and distribution facilities, or any part thereof, aerially or underground. Nothing in this Section shall be construed to require the Grantee to construct, operate, or maintain underground any ground-mounted appurtenances such as Subscriber taps, line extenders, system passive devices, amplifiers, power supplies, pedestals, or other related equipment. 10.8 Undergrounding and Beautification Projects In the event all users of the Right-of-Way relocate aerial facilities underground as part of an undergrounding or neighborhood beautification project, Grantee shall participate in the planning for relocation of its aerial facilities contemporaneously with other utilities. Grantee’s relocation costs shall be included in any computation of necessary project funding by the municipality or private parties. Grantee shall be entitled to reimbursement of its relocation costs from public or private funds raised for the project and made available to other users of the Right- of-Way. SECTION 11. CABLE SYSTEM, TECHNICAL STANDARDS AND TESTING 11.1 Subscriber Network (A)The Cable System shall deliver no less than one hundred ten (110) Channels of video programming services to Subscribers. (B)Equipment must be installed so that all closed captioning programming received by the Cable System shall include the closed caption signal so long as the closed caption signal is provided consistent with FCC standards. Equipment must be installed so that all local signals received in stereo or with secondary audio tracks are retransmitted in those same formats. (C)All construction shall be subject to the Town's permitting process. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 26 (D)Grantee will take prompt corrective action if it finds that any facilities or equipment on the Cable System are not operating as expected, or if it finds that facilities and equipment do not comply with the requirements of this Franchise or Applicable Law. (E)Grantee's construction decisions shall be based solely upon legitimate engineering decisions and shall not take into consideration the income level of any particular community within the Franchise Area. (F)Grantee shall not be required to obtain permits for construction work related to the connection and disconnection of Subscribers between the distribution plant in the public rights of way and the Subscriber’s residence to the extent such work does not require cuts to the street, curb, or sidewalk and disturbs no more than 20 feet of the public right of way. 11.2 Standby Power Grantee’s Cable System Headend shall be capable of providing at least twelve (12) hours of emergency operation. In addition, throughout the term of this Franchise, Grantee shall have a plan in place, along with all resources necessary for implementing such plan, for dealing with outages of more than four (4) hours. This outage plan and evidence of requisite implementation resources shall be presented to the Town no later than thirty (30) days following receipt of a request. 11.3 Emergency Alert Capability Grantee shall provide an operating Emergency Alert System (“EAS”) throughout the term of this Franchise in compliance with FCC standards. 11.4 Technical Performance The technical performance of the Cable System shall meet or exceed all applicable federal (including, but not limited to, the FCC), and State technical standards, as they may be amended from time to time, regardless of the transmission technology utilized. The Town shall have the full authority permitted by Applicable Law to enforce compliance with these technical standards. 11.5 Cable System Performance Testing (A)Grantee shall, at Grantee's expense, perform the following tests on its Cable System: (1)All tests required by the FCC; (2)All other tests reasonably necessary to determine compliance with technical standards adopted by the FCC at any time during the term of this Franchise; and COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 27 (3)All other tests as otherwise specified in this Franchise. (B)At a minimum, Grantee's tests shall include: (1)Cumulative leakage index testing of any new construction; (2)Semi-annual compliance and proof of performance tests in conformance with generally accepted industry guidelines; (3)Tests in response to Subscriber complaints; (4)Periodic monitoring tests, at intervals not to exceed six (6) months, of Subscriber (field) test points, the Headend, and the condition of standby power supplies; and (5)Cumulative leakage index tests, at least annually, designed to ensure that one hundred percent (100%) of Grantee's Cable System has been ground or air tested for signal leakage in accordance with FCC standards. (C)Grantee shall maintain written records of all results of its Cable System tests, performed by or for Grantee. Copies of such test results will be provided to the Town upon reasonable request. (D)If the FCC no longer requires proof of performance tests for Grantee's Cable System during the term of this Franchise, Grantee agrees that it shall continue to conduct proof of performance tests on the Cable System in accordance with the standards that were in place on the Effective Date, or any generally applicable standards later adopted, at least once a year, and provide written results of such tests to the Town upon request. (E)The FCC semi-annual testing is conducted in January/February and July/August of each year. If the Town contacts Grantee prior to the next test period (i.e., before December 15 and June 15 respectively of each year), Grantee shall provide Town with no less than seven (7) days prior written notice of the actual date(s) for FCC compliance testing. If Town notifies Grantee by the December 15th and June 15th dates that it wishes to have a representative present during the next test(s), Grantee shall cooperate in scheduling its testing so that the representative can be present. Notwithstanding the above, all technical performance tests may be witnessed by representatives of the Town. (F)Grantee shall be required to promptly take such corrective measures as are necessary to correct any performance deficiencies fully and to prevent their recurrence as far as possible. Grantee's failure to correct deficiencies identified through this testing process shall be a material violation of this Franchise. Sites shall be re-tested following correction. SECTION 12. SERVICE AVAILABILITY, INTERCONNECTION AND SERVICE TO SCHOOLS AND PUBLIC BUILDINGS COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 28 12.1 Service Availability (A)In General. Except as otherwise provided in herein, Grantee shall provide Cable Service within seven (7) days of a request by any Person within the Town. For purposes of this Section, a request shall be deemed made on the date of signing a service agreement, receipt of funds by Grantee, receipt of a written request by Grantee or receipt by Grantee of a verified verbal request. Except as otherwise provided herein, Grantee shall provide such service: (1)With no line extension charge except as specifically authorized elsewhere in this Franchise Agreement. (2)At a non-discriminatory installation charge for a standard installation, consisting of a 150 foot drop connecting to an inside wall for Residential Subscribers, with additional charges for non-standard installations computed according to a non-discriminatory methodology for such installations, adopted by Grantee and provided in writing to the Town; (3)At non-discriminatory monthly rates for Residential Subscribers. (B)Service to Multiple Dwelling Units. Consistent with this Section 12.1, the Grantee shall offer the individual units of a Multiple Dwelling Unit all Cable Services offered to other Dwelling Units in the Town and shall individually wire units upon request of the property owner or renter who has been given written authorization by the owner; provided, however, that any such offering is conditioned upon the Grantee having legal access to said unit in the form of an access and wiring agreement that is mutually satisfactory to the Grantee and the property owner. The Town acknowledges that the Grantee cannot control the dissemination of particular Cable Services beyond the point of demarcation at a Multiple Dwelling Unit. (C)Subscriber Charges for Extensions of Service. Grantee agrees to extend its Cable System to all persons living in areas with a residential density of forty (40) residences per mile of Cable System plant and if the area is within 1,320 cable-bearing strand feet of Grantee’s existing distribution plant. If the residential density is less than forty (40) residences per 5,280 cable- bearing strand feet of trunk or distribution cable, service may be made available on the basis of a capital contribution in aid of construction, including cost of material, labor and easements. For the purpose of determining the amount of capital contribution in aid of construction to be borne by the Grantee and Subscribers in the area in which service may be expanded, the Grantee will contribute an amount equal to the construction and other costs per mile, multiplied by a fraction whose numerator equals the actual number of residences per 5,280 cable-bearing strand feet of its trunk or distribution cable and whose denominator equals forty (40). Subscribers who request service hereunder will bear the remainder of the construction and other costs on a pro rata basis. The Grantee may require that the payment of the capital contribution in aid of construction borne by such potential Subscribers be paid in advance. 12.2 Connection of Public Facilities Grantee shall, at no cost to the Town, provide one outlet of Basic Service to all Town owned and occupied buildings, schools and public libraries located in areas where Grantee COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 29 provides Cable Service, so long as these facilities are already served or are located within 150 feet from the distribution point on the Cable System from which cable service can be provided to these facilities. For purposes of this subsection, “school” means all State-accredited K-12 public and private schools. Such obligation to provide free Cable Service shall not extend to areas of Town buildings where the Grantee would normally enter into a commercial contract to provide such Cable Service (e.g., golf courses, airport restaurants and concourses, and recreation center work out facilities). Outlets of Basic provided in accordance with this subsection may be used to distribute Cable Services throughout such buildings, provided such distribution can be accomplished without causing Cable System disruption and general technical standards are maintained. Such Cable Service shall not be located in public waiting areas or used to entertain the public nor shall they be used in a way that might violate copyright laws. The outlets may only be used for lawful purposes. The Cable Service provided shall not be distributed beyond the originally installed outlets without authorization from Grantee, which shall not be unreasonably withheld. Grantee is not required to provide free reception equipment for any complimentary account provided pursuant to this subsection. Grantee does not waive any rights under applicable law regarding complimentary service. Should Grantee elect to begin offsetting the value of complimentary service against franchise fees, Grantee shall first provide Franchise Authority with ninety (90) days prior written notice. SECTION 13. FRANCHISE VIOLATIONS 13.1 Procedure for Remedying Franchise Violations (A) If the Town reasonably believes that Grantee has failed to perform any obligation under this Franchise or has failed to perform in a timely manner, the Town shall notify Grantee in writing, stating with reasonable specificity the nature of the alleged default. Grantee shall have thirty (30) days from the receipt of such notice to: (1)respond to the Town, contesting the Town's assertion that a default has occurred, and requesting a meeting in accordance with subsection (B), below; (2)cure the default; or, (3)notify the Town that Grantee cannot cure the default within the thirty (30) days, because of the nature of the default. In the event the default cannot be cured within thirty (30) days, Grantee shall promptly take all reasonable steps to cure the default and notify the Town in writing and in detail as to the exact steps that will be taken and the projected completion date. In such case, the Town may set a meeting in accordance with subsection (B) below to determine whether additional time beyond the thirty (30) days specified above is indeed needed, and whether Grantee's proposed completion schedule and steps are reasonable. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 30 (B)If Grantee does not cure the alleged default within the cure period stated above, or by the projected completion date under subsection (A)(3), or denies the default and requests a meeting in accordance with (A)(1), or the Town orders a meeting in accordance with subsection (A)(3), the Town shall set a meeting to investigate said issues or the existence of the alleged default. The Town shall notify Grantee of the meeting in writing and such meeting shall take place no less than thirty (30) days after Grantee's receipt of notice of the meeting. At the meeting, Grantee shall be provided an opportunity to be heard and to present evidence in its defense. (C)If, after the meeting, the Town determines that a default exists, the Town shall order Grantee to correct or remedy the default or breach within fifteen (15) days or within such other reasonable time frame as the Town shall determine. In the event Grantee does not cure within such time to the Town’s reasonable satisfaction, the Town may: (1)Recommend the revocation of this Franchise pursuant to the procedures in subsection 13.2; or, (2)Recommend any other legal or equitable remedy available under this Franchise or any Applicable Law. (D)The determination as to whether a violation of this Franchise has occurred shall be within the discretion of the Town, provided that any such final determination may be subject to appeal to a court of competent jurisdiction under Applicable Law. 13.2 Revocation (A)In addition to revocation in accordance with other provisions of this Franchise, the Town may revoke this Franchise and rescind all rights and privileges associated with this Franchise in the following circumstances, each of which represents a material breach of this Franchise: (1)If Grantee fails to perform any material obligation under this Franchise or under any other agreement, ordinance or document regarding the Town and Grantee; (2)If Grantee willfully fails for more than forty-eight (48) hours to provide continuous and uninterrupted Cable Service; (3)If Grantee attempts to evade any material provision of this Franchise or to practice any fraud or deceit upon the Town or Subscribers; or (4)If Grantee becomes insolvent, or if there is an assignment for the benefit of Grantee's creditors; (5)If Grantee makes a material misrepresentation of fact in the application for or negotiation of this Franchise. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 31 (B)Following the procedures set forth in subsection 13.1 and prior to forfeiture or termination of the Franchise, the Town shall give written notice to the Grantee of its intent to revoke the Franchise and set a date for a revocation proceeding. The notice shall set forth the exact nature of the noncompliance. (C)Any proceeding under the paragraph above shall be conducted by the Town Council and open to the public. Grantee shall be afforded at least forty-five (45) days prior written notice of such proceeding. (1)At such proceeding, Grantee shall be provided a fair opportunity for full participation, including the right to be represented by legal counsel, to introduce evidence, and to question witnesses. A complete verbatim record and transcript shall be made of such proceeding and the cost shall be shared equally between the parties. The Town Council shall hear any Persons interested in the revocation, and shall allow Grantee, in particular, an opportunity to state its position on the matter. (2)Within ninety (90) days after the hearing, the Town Council shall determine whether to revoke the Franchise and declare that the Franchise is revoked; or if the breach at issue is capable of being cured by Grantee, direct Grantee to take appropriate remedial action within the time and in the manner and on the terms and conditions that the Town Council determines are reasonable under the circumstances. If the Town determines that the Franchise is to be revoked, the Town shall set forth the reasons for such a decision and shall transmit a copy of the decision to the Grantee. Grantee shall be bound by the Town’s decision to revoke the Franchise unless it appeals the decision to a court of competent jurisdiction within fifteen (15) days of the date of the decision. (3)Grantee shall be entitled to such relief as the Court may deem appropriate. (4)The Town Council may at its sole discretion take any lawful action which it deems appropriate to enforce the Town's rights under the Franchise in lieu of revocation of the Franchise. 13.3 Procedures in the Event of Termination or Revocation (A)If this Franchise expires without renewal after completion of all processes available under this Franchise and federal law or is otherwise lawfully terminated or revoked, the Town may, subject to Applicable Law: (1)Allow Grantee to maintain and operate its Cable System on a month-to- month basis or short-term extension of this Franchise for not less than six (6) months, unless a sale of the Cable System can be closed sooner or Grantee demonstrates to the Town's satisfaction that it needs additional time to complete the sale; or (2)Purchase Grantee's Cable System in accordance with the procedures set forth in subsection 13.4, below. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 32 (B)In the event that a sale has not been completed in accordance with subsections (A)(1) and/or (A)(2) above, the Town may order the removal of the above-ground Cable System facilities and such underground facilities from the Town at Grantee's sole expense within a reasonable period of time as determined by the Town. In removing its plant, structures and equipment, Grantee shall refill, at its own expense, any excavation that is made by it and shall leave all Right-of-Way, public places and private property in as good condition as that prevailing prior to Grantee's removal of its equipment without affecting the electrical or telephone cable wires or attachments. The indemnification and insurance provisions shall remain in full force and effect during the period of removal, and Grantee shall not be entitled to, and agrees not to request, compensation of any sort therefore. (C)If Grantee fails to complete any removal required by subsection 13.3 (B) to the Town’s satisfaction, after written notice to Grantee, the Town may cause the work to be done and Grantee shall reimburse the Town for the costs incurred within thirty (30) days after receipt of an itemized list of the costs. (D)The Town may seek legal and equitable relief to enforce the provisions of this Franchise. 13.4 Purchase of Cable System (A)If at any time this Franchise is revoked, terminated, or not renewed upon expiration in accordance with the provisions of federal law, the Town shall have the option to purchase the Cable System. (B)The Town may, at any time thereafter, offer in writing to purchase Grantee's Cable System. Grantee shall have thirty (30) days from receipt of a written offer from the Town within which to accept or reject the offer. (C)In any case where the Town elects to purchase the Cable System, the purchase shall be closed within one hundred twenty (120) days of the date of the Town's audit of a current profit and loss statement of Grantee. The Town shall pay for the Cable System in cash or certified funds, and Grantee shall deliver appropriate bills of sale and other instruments of conveyance. (D)For the purposes of this subsection, the price for the Cable System shall be determined as follows: (1)In the case of the expiration of the Franchise without renewal, at fair market value determined on the basis of Grantee's Cable System valued as a going concern, but with no value allocated to the Franchise itself. In order to obtain the fair market value, this valuation shall be reduced by the amount of any lien, encumbrance, or other obligation of Grantee which the Town would assume. (2)In the case of revocation for cause, the equitable price of Grantee's Cable COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 33 System. 13.5 Receivership and Foreclosure (A)At the option of the Town, subject to Applicable Law, this Franchise may be revoked one hundred twenty (120) days after the appointment of a receiver or trustee to take over and conduct the business of Grantee whether in a receivership, reorganization, bankruptcy or other action or proceeding, unless: (1)The receivership or trusteeship is vacated within one hundred twenty (120) days of appointment; or (2)The receivers or trustees have, within one hundred twenty (120) days after their election or appointment, fully complied with all the terms and provisions of this Franchise, and have remedied all defaults under the Franchise. Additionally, the receivers or trustees shall have executed an agreement duly approved by the court having jurisdiction, by which the receivers or trustees assume and agree to be bound by each and every term, provision and limitation of this Franchise. (B)If there is a foreclosure or other involuntary sale of the whole or any part of the plant, property and equipment of Grantee, the Town may serve notice of revocation on Grantee and to the purchaser at the sale, and the rights and privileges of Grantee under this Franchise shall be revoked thirty (30) days after service of such notice, unless: (1)The Town has approved the transfer of the Franchise, in accordance with the procedures set forth in this Franchise and as provided by law; and (2)The purchaser has covenanted and agreed with the Town to assume and be bound by all of the terms and conditions of this Franchise. 13.6 No Monetary Recourse Against the Town Grantee shall not have any monetary recourse against the Town or its officers, officials, boards, commissions, agents or employees for any loss, costs, expenses or damages arising out of any provision or requirement of this Franchise or the enforcement thereof, in accordance with the provisions of applicable federal, State and local law. The rights of the Town under this Franchise are in addition to, and shall not be read to limit, any immunities the Town may enjoy under federal, State or local law. 13.7 Alternative Remedies COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 34 No provision of this Franchise shall be deemed to bar the right of the Town to seek or obtain judicial relief from a violation of any provision of the Franchise or any rule, regulation, requirement or directive promulgated thereunder. Neither the existence of other remedies identified in this Franchise nor the exercise thereof shall be deemed to bar or otherwise limit the right of the Town to recover monetary damages for such violations by Grantee, or to seek and obtain judicial enforcement of Grantee's obligations by means of specific performance, injunctive relief or mandate, or any other remedy at law or in equity. 13.8 Effect of Abandonment If the Grantee abandons its Cable System during the Franchise term, or fails to operate its Cable System in accordance with its duty to provide continuous service, the Town, at its option, may operate the Cable System; designate another entity to operate the Cable System temporarily until the Grantee restores service under conditions acceptable to the Town, or until the Franchise is revoked and a new franchisee is selected by the Town; or obtain an injunction requiring the Grantee to continue operations. If the Town is required to operate or designate another entity to operate the Cable System, the Grantee shall reimburse the Town or its designee for all reasonable costs, expenses and damages incurred. 13.9 What Constitutes Abandonment The Town shall be entitled to exercise its options in subsection 13.8 if: (A)The Grantee fails to provide Cable Service in accordance with this Franchise over a substantial portion of the Franchise Area for four (4) consecutive days, unless the Town authorizes a longer interruption of service; or (B)The Grantee, for any period, willfully and without cause refuses to provide Cable Service in accordance with this Franchise. SECTION 14. FRANCHISE RENEWAL AND TRANSFER 14.1 Renewal (A)The Town and Grantee agree that any proceedings undertaken by the Town that relate to the renewal of the Franchise shall be governed by and comply with the provisions of Section 626 of the Cable Act, unless the procedures and substantive protections set forth therein shall be deemed to be preempted and superseded by the provisions of any subsequent provision of federal or State law. (B)In addition to the procedures set forth in said Section 626(a), the Town agrees to notify Grantee of the completion of its assessments regarding the identification of future cable- related community needs and interests, as well as the past performance of Grantee under the then current Franchise term. Notwithstanding anything to the contrary set forth herein, Grantee and Town agree that at any time during the term of the then current Franchise, while affording the public adequate notice and opportunity for comment, the Town and Grantee may agree to COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 35 undertake and finalize negotiations regarding renewal of the then current Franchise and theTown may grant a renewal thereof. Grantee and Town consider the terms set forth in this subsection to be consistent with the express provisions of Section 626 of the Cable Act. 14.2 Transfer of Ownership or Control Neither the Grantee nor any other Person may transfer the Cable System or the Franchise without the prior written consent of the Town, which consent shall not be unreasonably withheld or delayed. No transfer of control of the Grantee, defined as an acquisition of 51% or greater ownership interest in Grantee, shall take place without the prior written consent of the Town, which consent shall not be unreasonably withheld or delayed. No consent shall be required, however, for (i) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the Grantee in the Franchise or in the Cable System in order to secure indebtedness, or (ii) a transfer to an entity directly or indirectly owned or controlled by Comcast Corporation. Within thirty (30) days of receiving a request for consent, the Town shall, in accordance with FCC rules and regulations, notify the Grantee in writing of the additional information, if any, it requires to determine the legal, financial and technical qualifications of the transferee or new controlling party. If the Town has not taken final action on the Grantee’s request for consent within one hundred twenty (120) days after receiving such request, consent shall be deemed granted. SECTION 15. SEVERABILITY If any Section, subsection, paragraph, term or provision of this Franchise is determined to be illegal, invalid or unconstitutional by any court or agency of competent jurisdiction, such determination shall have no effect on the validity of any other Section, subsection, paragraph, term or provision of this Franchise, all of which will remain in full force and effect for the term of the Franchise. SECTION 16. MISCELLANEOUS PROVISIONS 16.1 Preferential or Discriminatory Practices Prohibited NO DISCRIMINATION IN EMPLOYMENT. In connection with the performance of work under this Franchise, the Grantee agrees not to refuse to hire, discharge, promote or demote, or discriminate in matters of compensation against any Person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability; and the Grantee further agrees to insert the foregoing provision in all subcontracts hereunder. Throughout the term of this Franchise, Grantee shall fully comply with all equal employment or non-discrimination provisions and requirements of federal, State and local laws, and in particular, FCC rules and regulations relating thereto. 16.2 Notices Throughout the term of the Franchise, each party shall maintain and file with the other a COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 36 local address for the service of notices by mail. All notices shall be sent overnight delivery postage prepaid to such respective address and such notices shall be effective upon the date of mailing. These addresses may be changed by the Town or the Grantee by written notice at any time. At the Effective Date of this Franchise: Grantee's address shall be: Comcast of Colorado V, LLC 8000 E. Iliff Ave. Denver, CO 80231 Attn: Government Affairs Dept. The Town's address shall be: Town of Fraser Attn: Town Manager PO Box 370 Fraser, CO 80442 16.3 Descriptive Headings The headings and titles of the Sections and subsections of this Franchise are for reference purposes only and shall not affect the meaning or interpretation of the text herein. 16.4 Binding Effect This Franchise shall be binding upon the parties hereto, their permitted successors and assigns. 16.5 No Joint Venture Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third Persons or the public in any manner which would indicate any such relationship with the other. 16.6 Waiver The failure of the Town at any time to require performance by the Grantee of any provision hereof shall in no way affect the right of the Town hereafter to enforce the same. Nor shall the waiver by the Town of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself or any other provision. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 37 16.7 Reasonableness of Consent or Approval Whenever under this Franchise “reasonableness” is the standard for the granting or denial of the consent or approval of either party hereto, such party shall be entitled to consider public and governmental policy, moral and ethical standards as well as business and economic considerations. 16.8 Entire Agreement This Franchise and all Exhibits represent the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral negotiations between the parties. COMCAST OF COLORADO IX, LLC / TOWN OF FRASER, COLORADO 38 IN WITNESS WHEREOF, this Franchise is signed in the name of the Town of Fraser, Colorado this day of , 2019. ATTEST:TOWN OF FRASER, COLORADO: Town Clerk Mayor APPROVED AS TO FORM:RECOMMENDED AND APPROVED: Town Attorney Town Manager Accepted and approved this _____ day of ____________, 201___. COMCAST OF COLORADO IX, LLC __________________________________ By: _______________________________ Its: _______________________________ TOWN OF FRASER ORDINANCE NO. 470 Series 2019 AN ORDINANCE OF THE BOARD OF TRUSTEES OF THE TOWN OF FRASER COLORADO APPROVING A FRANCHISE AGREEMENT WITH COMCAST OF COLORADO IX, LLC, GRANTING TO COMCAST OF COLORADO IX, LLC THE NON- EXCLUSIVE RIGHT TO MAKE REASONABLE USE OF TOWN STREETS, PUBLIC UTILITY EASEMENTS AND OTHER TOWN PROPERTY TO PROVIDE CABLE SERVICE TO THE TOWN AND ITS RESIDENTS; ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE FRANCHISE AGREEMENT; SPECIFYING THAT THE FRANCHISE SHALL BE EFFECTIVE UPON THE EFFECTIVE DATE OF THIS ORDINANCE AND FOR A TERM OF TEN (10) YEARS THEREAFTER; SETTING A FRANCHISE FEE OF 5% OF THE GROSS REVENUES OF COMCAST OF COLORADO IX, LLC AS DEFINED IN SAID FRANCHISE AGREEMENT; AUTHORIZING THE MAYOR TO EXECUTE THE FRANCHISE AGREEMENT FOR AND ON BEHALF OF THE TOWN AND THE TOWN CLERK TO ATTEST THERETO; AND, SETTING FORTH OTHER DETAILS RELATED THERETO. WHEREAS, Comcast of Colorado IX, LLC (“Comcast”) is the current operator of a cable television system in the Town of Fraser; and WHEREAS, Comcast provides cable service pursuant to a non-exclusive franchise granted to Comcast of Colorado V, LLC , predecessor of Comcast, by Ordinance No. 275 of the Town of Fraser, adopted in 2003; and WHEREAS, the Town has determined that Comcast has substantially complied with the material terms of the current franchise under applicable law, and that the financial, legal, and technical ability of Comcast is reasonably sufficient to provide services, facilities, and equipment necessary to meet the future cable-related needs of the community; and WHEREAS, having afforded the public adequate notice and opportunity for comment, the Town desires to enter into a renewal of the franchise with the Comcast for the construction and operation of a cable system on the terms set forth herein. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, OF THE STATE OF COLORADO THAT: Section 1. Grant of Franchise. The Board of Trustees hereby grants a non-exclusive franchise to Comcast to operate a cable system in the Town of Fraser, pursuant to and subject to all terms, conditions and obligations contained in the Franchise Agreement in the form and content presented to and reviewed by the Board, which Franchise Agreement is incorporated herein by this reference. The Mayor and the Town Clerk are authorized to execute and deliver said Franchise Agreement on behalf of the Town. Section 2. Effective Date. This Ordinance and said Franchise Agreement shall take effect thirty (30) days after passage, adoption and publication of this Ordinance as provided by law, subject to said Franchise Agreement being fully executed by both the Town and Comcast. Section 3. Severability. All sections of this Ordinance and the Franchise Agreement incorporated herein shall be severable, and if any section, portion or provision of this Ordinance or the Franchise Agreement is declared or ruled illegal, invalid, or unconstitutional by any court of competent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such determination shall have no effect on the validity of any other section, portion, or provision of this Ordinance or the Franchise Agreement shall remain in full force and effect. The Board of Trustees hereby declares that it would have passed this Ordinance and approved the Franchise Agreement and each part thereof irrespective of the fact that any one part be declared unconstitutional illegal, or invalid. Section 4. Repeal. All other ordinances or portions thereof inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed to the extent of such inconsistency or conflict. Section 5. Publication. This Ordinance shall be published by title only. READ, PASSED, ADOPTED AND ORDERED PUBLISHED BY THE BOARD OF TRUSTEES AND SIGNED THIS 7th DAY OF AUGUST, 2019. Votes in favor: ____BOARD OF TRUSTEES OF THE Votes opposed: ____TOWN OF FRASER, COLORADO Votes abstained: ____ BY: _______________________________ Philip Vandernail, Mayor ATTEST: ( S E A L )_______________________________ Antoinette McVeigh, Town Clerk Published in the Middle Park Times on ________________ CERTIFICATION The undersigned, Antoinette McVeigh, Town Clerk of the Town of Fraser, hereby certifies that the foregoing Ordinance was duly adopted by the Board of Trustees of the Town of Fraser on ____________, 2019, upon second reading. Prior to adoption, said Ordinance was introduced and read for the first time at the Board meeting held on ______________, 2019, and was published not less than two weeks prior to such second reading and passage as required by law. Dated: __________________________________________________ Antoinette McVeigh, Town Clerk GRAND COUNTY BOARD OF COUNTY COMMISSIONERS Public Announcement July 30, 2019 The Grand County Board of County Commissioners invites the community to engage in a public meeting regarding planning for the future of county facility needs in Grand County. The public meeting will be held at the Grand County Administration Building, Top Floor, Commissioners’ Meeting Room at 308 Byers Ave in Hot Sulphur Springs, CO on August 5th from 6-8 p.m. On March 20, 2018, the Grand County Board of County Commissioners adopted the Grand Results Strategic Plan. Out of 14 different results, the Board identified the Public Safety Facility as the most critical need. Grand County’s current Public Safety Facility was built in 1983. It houses the Sheriff’s Office, 911 Communications Center and the Detention Center. The Needs Assessment for the facility involves concerns with space requirements, safety, and security. Sheriff Brett Schroetlin stated,“The size of the facility is not the only issue. There is a concern for the safety of the employees and the citizens of the County.” The building has suffered from fires and safety equipment failures, costing around $40,000 to $50,000 each time to correct. In addition, the Public Safety Facility does not currently meet the American Correctional Association standards. Schroetlin stated, “Since 1983, the population of inmates has changed, with a larger percentage having a mental health diagnosis. New state of the art detention centers need to take this into account by complying with state regulations and providing appropriate protection for inmates and staff.” The Public Safety Facility needs to be replaced and the Board is also considering mental health services as part of this effort. Please join us to learn more about the topic, ask questions, and share your thoughts. The BOCC welcomes any feedback from the community regarding their level of support. Please provide feedback and comments here and learn more about the Public Safety Facility Needs Assessment here. P.O. BOX 264, HOT SULPHUR SPRINGS, CO 80451