HomeMy WebLinkAboutContracts & Agreements_227-2006_CCv0001.pdf CABLE FRANCHISE AGREEMENT
BETWEEN THE
CITE' OF REDLANDS
AND
VERIZON CALIFORNIA INC.
2006
Redland
TABLE OF CONTENTS
ARTICLE PAGE
I. DEFINITIONS..................................................................................................
2. GRANT OF AUTHORITY-, LIMITS AND RESERVATIONS .......................................6
3. PROVISION OF CABLE SERVICE................................ ...............................................9
4. SYSTEM OPERATION.................................................................................................. 11
5. SYSTEM FACILITIES ................................................................................................... 11
6. PEG SERVICES..................................................................................................... ........ 14
7. FRANCHISE FEES.................................... ................................... ....................... ........ 16
8. CONSUMER PROTECTION AND SERVICE STANDARDS..................................... 17
9. REPORTS AND RECORDS............. .............................. ......... .................................... 18
10. INSURANCE AND INDEMNIFICATION.................................................................._ 19
11. TRANSFER OF FRANCHISE ......... ............ ........ ............................................ ..........21
12. RENEWAL OF FRANCHISE. .............. ............... ......................................... ..............22
13. ENFORCEMENT AND TERMINATION OF FRANCHISE ........................................22
14. MISCELLANEOUS PROVISIONS................................. ............................... ..............25
EXHIBIT A-SERVICE AREA MAPS......................... ...... ......................................... ?9
EXHIBIT B -CONSUMER PROTECTION AND SERVICE STANDARDS ....... ..._ 30
EXHIBIT C- PERFORMANCE BOND... ............... ...... .............................__...... ...40
EXHIBIT D -FRANCHISE FEE REPORT....... ...... ............ ........ ............ ......42
Redlands
Seattle-33364-15,5 OM0912-00100
THIS CABLE FRANCHISE AGREEMENT (the "Franchise" or -Agreement") is made
"
2006 ( Effective Date") by the City of Redlands, a
and entered into this day of----I I
municipal corporation duly organized under the applicable laws of the State of California (the
"City"), and Verizon California Inc.. a corporation duly organized under the applicable laws of
In
the State of California("Franchisee").
RECITALS
A. Franchisee has applied for a nonexclusive franchise to construct, install, maintain,
extend, and operate a Cable System in the Franchise Area as designated in this Agreement.
B. The City of Redlands is a "franchising authority" in accordance with Title V1 of
the Communications Act (see 47 U.S.C. § 522(10)) and is authorized to grant one or more
nonexclusive cable franchises pursuant to California Government Code § 53066.
C. Franchisee is in the process of installing a Fiber-to-the-Premise
Telecommunications Network ("FTTP Network") in the Franchise Area for the transmission of
Non-Cable Services pursuant to authority granted by the State of California.
D. The FTTP Network will occupy the Public Rights-of-Way within the City. and
Franchisee desires to use portions of the FTTP Network when installed to provide Cable Services
(as defined below) in the Franchise Area.
E. The City has identified the future cable-related needs and interests of the City and
'dents; has considered the financial, g
technical and legal qualifications of Franchisee-, has
its residents, In
determined that Franchisee's plans for its Cable System are adequate, and has considered, at a
public hearing and in accordance with California Government Code § 53066.3: (a) whether there
will be significant positive or negative impacts on the City, (b) whether there will be an
unreasonable adverse economic or aesthetic impact upon public or private property within the
Franchise Area: (c) whether there will be an unreasonable disruption or inconvenience to
existing users, or any adverse effect on future use, of utility poles. public easements, anti the
Public Rights-of-Way contrary to the intent of Public Utilities Code § 767.5; (d) whether file
franchise applicant has the technical and financial ability to perform; (e) whether there is any
impact on the franchising authority's interest in having universal Cable Service; (f) whether
other societal interests generally considered by franchising authorities will be met; (g) whether
the operation of an additional cable television system in the City is economically feasible; and
(h) such other additional matters, both procedural, and substantive, as the City has determined to
be relevant.
F. The City has found Franchisee to be financially, technically, and legally qualified
to operate the Cable System.
G. The City has determined that, in accordance with the applicable provisions of
Chapter 5.76 of Title 5 of the Redlands Municipal Code ("Chapter 5.76") and California
Government Code section 53066.3, the grant of a nonexclusive franchise to Franchisee is
consistent with the public interest.
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H. The City and Franchisee have reached agreement on the terms and conditions set
forth herein, and the parties have agreed to be bound by those teens and conditions.
NOW, THEREFORE, in consideration of the City's grant of a franchise to Franchisee,
Franchisee's promise to provide Cable Service to residents of the City pursuant to and consistent
with Chapter 5.76, and in accordance with the terms, conditions, promises and undertakings set
forth herein,
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
Except as otherwise provided in this Agreement, the definitions and word usages set forth
in the Communications Act (as hereinafter defined) are incorporated herein and shall apply in
this Agreement. In addition, the following definitions shall apply:
1.1 Access Channel: Any video Channel that Franchisee makes available to the City
without charge for noncommercial public, educational or governmental use for the transmission
of'video programming as directed by the City.
I.? Affiliate: Any Person who, directly or indirectly, owns or controls, is owned or
controlled by, or is under common ownership or control with Franchisee.
1.3 BasicServicc: Any service tier that includes the retransmission of local television
broadcast signals as well as the PEG Channels required by this Agreement.
1.4 Cable Laiv: Chapter 5.76 of Title 5 of the Redlands Municipal Code, to the
exterit authorized Linder and consistent with federal and state law.
1.5 Cable Service or Cable Seri iccs: Is defined herein as it is defined under section
602 of the Communications Act, 47 U.S.C. § 522(6).
1.6 Cable Svstem or Swein: Is defined herein as it is defined under section 602 of
the Communications Act, 47 U.S.C. § 522(7), meaning Franchisee's facility, consisting of a set
of closed transmission paths and associated signal generation, reception, and control equipment
that is designed to provide Cable Service which includes video programming and which is
provided to multiple Subscribers within the Service Area. The Cable System shall be limited to
the optical spectrum wavelength(s), bandwidth or future technological capacity that is used for
the transmission of Cable Services directly to Subscribers within the Service Area and shall not
include the tangible network facilities of a common carrier subject in whole or in part to Title 11
of the Communications Act or of an Information Services provider.
I.T Channel: Is defined herein as it is defined under Section 602 of the
Communications Act, 47 U.S.C. § 5221(4).
1.8 Communications Act: The Communications Act of 1934, as amended, and as
may be further amended from time to time.
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S outt 1,-3 33644 5,,00 109 3 2-00100
1.9. Control: The ability to exercise de .1a' cto or de jure control over day-to-day
policies and operations or the management of corporate affairs.
1.10 E-ducational Access Channel: An Access Channel available for the sole use of the
local public schools in the Franchise Area and higher level public educational institutions serving
the Franchise Area.
1.11 extended Service Area: The portion of the Franchise Area as outlined in Exhibit
A.
1.12 FCC: The United States Federal Communications Commission, or any successor
governmental entity.
1.13 Force Majeure: An event or events reasonably beyond the ability of Franchisee
to anticipate and control. This includes, but is not limited to, severe or unusual weather
conditions, strikes, labor disturbances, lockouts, war or act of war (whether an actual declaration
of war is made or not), insurrection, riots, act of public enemy, actions or inactions of any
government instrumentality or public utilities other than Franchisee, including condemnation,
accidents for which Franchisee is not primarily responsible, fire, flood, other acts of God, work
delays caused by waiting f(--)r utility providers to service or monitor utility poles to which
Franchisee's FTTP Network is attached, and unavailability of materials and1for qualified labor to
perform the work necessary.
1.14 Franchise Area: The territorial limits of the City as they exist on the Effective
Date of this Agreement, and such additional territory that may be annexed during the term of this
Franchise.
1.15 Franchisee: Verizon California Inc., and its lawful and permitted successors,
assigns, and transferees.
1.16 Government Access Channel: An Access Channel available for the use of the
City and other local government agencies.
1.17 Gross Revenue: Any revenue received by Franchisee and its Affiliates (to the
extent that either is acting as a provider of Cable Service authorized by this Franchise) from the
operation of the Cable System to provide Cable Service in the Service Area, including, but not
limited to, all Subscriber and customer revenue earned or accrued including revenue for: (i)
Basic Service; (ii) all fees charged to any Subscribers for any and all Cable Service provided by
Franchisee, including without limitation Cable Service-related program guides, the installation,
disconnection or reconnection of Cable Service; revenues from late or delinquent charge fees;
Cable Service-related service or repair calls; the provision of converters, remote controls,
additional, outlets, and/or other Cable Service-related Subscriber premises equipment, whether by
lease or otherwise (except sale); (iii) revenues from the sale or lease of access channel(s) or
channel capacity; (iv) advertising revenues (as described below), and (v) revenues from home
shopping channel providers. Gross Revenue also includes franchise fees imposed on Franchisee
by City that are passed through from Franchisee as a line item paid by Subscribers. Revenue of
an Affiliate derived from the Affiliate's provision of Cable Services constitutes Gross Revenue
to the extent the treatment of such revenue as revenue of the Affiliate and not of Franchisee has
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the intentional or unintentional effect of evading the payment of" Franchise fees that would
otherwise be payable to City hereunder. Advertising commissions paid to third parties shall not
be netted against advertising revenue included in Gross Revenue. In no event shall revenue of an
Affiliate be Gross Revenue of Franchisee if such revenue is subject to franchise fees to be paid to
City for Cable Services. Advertising revenue is based upon the ratio of the number of
Subscribers, as of the last day of the period for which Gross Revenue is being calculated, to the
number of Franchisee's subscribers within all areas covered by the particular advertising source
as of the last day of such period, e.g., Franchisee sells two ads: Ad "A" is broadcast nationwide;
Ad "B" is broadcast only within California. Franchisee has 100 Subscribers in City, 500
subscribers in California, and 1000 subscribers nationwide. Gross Revenue as to City from Ad
"A" is 10% of Franchisee's revenue therefrom. Gross Revenue as to City from Ad "B" is 20% of
Franchisee's revenue therefrom. As defined above, Gross Revenue does not include:
1.17.1 Revenues received by any Affiliate or other Person in exchange for
supplying goods or services used by Franchisee to provide Cable Service over the Cable
System;
1.17.2 Bad debts written off by Franchisee in the normal course of its business;
provided, however, and that bad debt recoveries shall be included in Gross Revenue
during the period collected-,
I,1 7_1 Refunds, rebates or discounts made to Subscribers or other third parties,
1.17.4 Any revenues classified, in whole or in part, as Non-Cable Services
revenue under federal or state law including, without limitation, revenue received from
Telecommunications Services; revenue received from Information Services, including,
without limitation, Internet Access service, electronic mail service, electronic bulletin
board service, or similar online computer services, charges made to the public for
commercial or cable television that is used for two-way communication (such as video-
conferencing service).; and any other revenue attributed by Franchisee to Non-Cable
Services in accordance with FCC or state public utility regulatory commission rules,
regulations, standards or orders;
1.17.5 Any revenue of Franchisee or any other Person that is received directly
from the sale of merchandise through any Cable Service distributed over the Cable
System, except for commissions or other compensation paid to Franchisee by "home
shopping" or similar networks for the promotion or exhibition of products or services
shall be included in Gross Revenue;
1.17.6 Revenues from the sale of Cable Services on the Cable System to a
reseller, when the reseller is required to collect cable franchise fees from the reseller's
customer and rernit them to the City;
1.17.7 Any tax of general applicability imposed upon Franchisee or upon
Subscribers by a city. state, federal or any other governmental entity and that Franchisee
is required to collect and remit to the taxing entity (including, but not limited to, sales and
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............
use tax, gross receipts tax, excise tax, utility users tax, public service tax, communication
taxes and franchise fees for Non.-Cable Services);
1.17.8 Any revenue forgone because Franchisee provides free or reduced-cost
cable or other communications services to any Person, including without limitation,
employees of Franchisee and public institutions or other institutions designated in this
Franchise; provided, however, that if Franchisee receives trades, barters, services or other
items of value instead of cash revenue, such items shall be included in Gross Revenue;
1.17,9 Revenues from sales of capital assets or sales of surplus equipment;
1.17.10 Reimbursement by programmers of marketing costs incurred by
Franchisee for the introduction and promotion of new programming,
1.17.11 Directory or Internet advertising revenue including, but not limited to,
yellow page, white page, banner advertisement and electronic publishing; and
1.17.12 Any fees or charges collected from Subscribers or other third parties for
Annual PEG Grants and remitted to the City in accordance with this Agreement.
1.18 Information Services: Is defined herein as it is defined under Section 3 of the
Communications Act, 47 U.S.C. §153(20).
1.19 Initial Service Area: The portion of the Franchise Area as outlined in Exhibit A.
1.20 Internet Access: Dial-Lip or broadband access service that enables Subscribers to
access the Internet,
1.21 Local Franchise Authority or City: The City of Redlands, California, or its lawful
successor, transferee, or assignee.
1.22 Non-Cable Services: Any service that does not constitute the provision of Video
Programming directly to multiple Subscribers in the Franchise Area including, but not limited to,
Information Services and Telecommunications Services.
1.23 Normal Operating Conditions: Those service conditions that are within the
control of Franchisee. Those conditions that are not within the control of Franchisee include, but
are not limited to, Force Majeure events, Those conditions that are within the control of
Franchisee include, but are not limited to, special promotions, pay-per-view events, rate
increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable
System, See 47 C.F.R. § 76.309(c)(4)(ii).
1.24 PFG: Public, educational and governmental.
125 Person: An individual, partnership, limited liability company, association, joint
stock company, trust, corporation, or governmental entity other than the City.
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1.26 Public Rights-of-[Va'v: The surface and the area across, in, over, along, upon and
below the surface of the public streets, roads, bridges, sidewalks., lanes, courts, ways, alleys, and
boulevards, including public utility easements and public lands and waterways used as Public
Rights-of-Way, as the same now or may later exist, that are under the Jurisdiction or control of
the City, Public Rights-of-Way do not include the airwaves above a right-of-way with regard to
cellular or other nonwire communications or broadcast services.
1.27 Service Area: All portions of the Franchise Area where Cable Service is being
offered, including the Initial Service Area, Extended Service Area, and any Additional Service
Areas, as defined in Section 3.1.3.
1.28 Service Date: The date that Franchisee first provides Cable Service on a
commercial basis directly to multiple Subscribers in the Franchise Area.
1.29 Service Interruption: The loss of picture or sound or both on one or more cable
channels.
1.30 Subscriber: A Person who lawfully receives Cable Service of the Cable System
with Franchisee's express permission.
1.31 Tclecominitnications Facilities: Franchisee's existing Telecommunications
Services and Information Services facilities and its FTTP Network facilities.
1.32 Telecommunication Seri7ices: Is defined herein as it is defined in section 3 of the
Communications Act, 47 US.C. § 153(46).
1.3') Title H.- Title ii of the Communications Act.
1.34 Title VT Title VI of the Communications Act.
1.35 Transfer of Franchise:
1.35.1 Any transaction in which:
1.35.1.1. an ownership or other interest in Franchisee is transferred,
directly or indirectly, from one Person or group of Persons to another Person or
group of Persons, so that control of Franchisee is transferred; or
1.35.1.2 the Franchise or the rights held by Franchisee under the
Franchise are transferred or assigned to another Person or group of Persons.
1.36 V'ideo Programming: Is defined herein as it is defined under Section 602 of the
Communications Act, 47 U.S.C. § 522(20).
2. GRANT OF AUTHORITY, LIMITS AND RESERVATIONS
2.I Grant ot'Authoriti7.- Subject to the terms and conditions of this Agreement and the
Cable Law, the City grants, to Franchisee the right to own, construct, operate and maintain the
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Cable System in the Public Rights-of-Way within the Franchise Area for the sole purpose of
providing Cable Service. This Agreement grants no authority for Franchisee to use the City's
Public Rights-of-Way for any other purpose unless otherwise expressly provided herein.
However. nothing in this Agreement may be construed to prohibit Franchisee from offering any
service over the Cable System that is not prohibited by federal or state law, provided that all
requirements for City authorization not inconsistent with federal and state law are satisfied. No
privilege or power of eminent domain is bestowed by this grant or by this Agreement.
2.2 City's Regtdator�y Authority: The parties acknowledge that Franchisee's FTTP
Network is being constructed and will be operated and maintained as an upgrade to or an
extension of its existing Telecommunications Facilities for the provision of Non-Cable Services.
The jurisdiction of the City over these Telecommunications Facilities is restricted by federal and
state law, and the City does not assert jurisdiction over Franchisee's FTTP Network in
contravention of those limitations. The City's regulatory authority under Title VI of the
Communications Act is not applicable to the construction, installation, maintenance or operation
of Franchisee's FTTP Network to the extent the FTTP Network is constructed, installed,
maintained or operated for the purpose of upgrading or extending Franchisee's existing
Telecommunications Facilities for the provision of Non-Cable Services. Work in the Public
Rights-of-Way on Franchisee's FTTP Network is governed by the encroachment permit
requirements of the City's Municipal Code.
2.3 Torn: The tenni of this Agreement is fifteen (15) years from the Effective Date
unless the Franchise is earlier revoked as provided herein.
2.4 Grant lVot F..Yclush,e: This Franchise and the right it grants to use and occupy the
Public Rights-of-Way to provide Cable Services is not exclusive, and the City reserves the right
to grant other franchises for similar uses or for other uses of the Public Rights-of-Way, or any
portions thereof, to any Person, or to make any such use itself, at any time during the term of this
Franchise. Any such rights that are granted shall not adversely impact the authority as granted
under this Franchise and shall not interfere with existing facilities of the Cable System or
Franchisee's FTTP Network.
2.5 Franchise Subject to State and Federal Lan.,: Notwithstanding any provision to
the contrary herein., this Franchise is subject to and shall be governed by all applicable provisions
of state and federal law and regulations, as those laws and regulations now exist and as they may
be amended" including, but not limited to, the Communications Act.
2.6 No Waiver:
2.6.1 The City's failure on one or more occasions to exercise a right or to
require compliance or performance under this Franchise, the Cable Law or any other
applicable law shall not be deemed to constitute a waiver of such right or a waiver of
compliance or performance by the City, nor to excuse Franchisee from complying or
perfori-ning, unless the City has specifically waived, in writing, such right or such
compliance or performance.
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2.6.2 Franchisee's failure on one or more occasions to exercise a right under
this Franchise or applicable law, or to require performance under this Franchise, shall not
be deemed to constitute a waiver of such right or of performance of this Agreement, nor
shall it excuse the City from performance. unless Franchisee has specifically waived, in
writing, such right or performance.
2.6.3 Neither this Franchise nor any action by the City hereunder shall
constitute a waiver of or a bar to the City's exercise of any police right or power,
including, without limitation, the right of eminent domain. This Agreement shall not
limit any authority of the City in accordance with California law to condemn, in whole or
in part, any property of Franchisee, provided that Franchisee shall receive whatever
condemnation award Franchisee would normally be entitled to recover as a matter of
California law, in addition to any other rights Franchisee has under this Agreement.
2.7 Construction qfAgreement:
2.7.1 The provisions of this Franchise shall be liberally construed to effectuate
their objectives. In the event of a conflict between the Cable Law and this Agreement,
this Agreement shall prevail.
2.7.2 Nothing herein shall be construed to limit the scope or applicability of
Section 625 of the Communications Act, 47 U.S.C. § 545.
2.7.3 City and Franchisee recognize and agree that due to the nature of
Franchisee's FTTP Network, certain provisions of the Cable Law are not applicable to
Franchisee. The parties agree that the following Cable Law provisions do not apply to
this Franchise: Redlands Municipal Code sections 5.76.020 definitions of Cable Channel,
Local Original Channel, Plant, Programmer, and User; 5.76.030(F). (J), (K), and (M)-,
5.76,0400) and (E): 5.76.050, 5.76.060(A)(5); 5.76.070(13), (C), (D), (E), and (H);
5.76.080- 5.76.090-, 5.76.110(B); 5.76.120; 5.76.160(E), (F), and (G).
2.7.4 If there is a change to state or federal lay., that permits but does not
require Franchisee to opt out of or terminate this Agreement, Franchisee agrees to honor
this Agreement to the extent permitted by law.
2.8 Police Poivers: Nothing in this Franchise shall be construed to prohibit the
reasonable, necessary and lawful exercise of the City's police powers. However, if the
reasonable, necessary and lawful exercise of the City's police power results in any material
alteration of the terms and conditions of this Franchise, then the parties shall modify this
Franchise to the mutual satisfaction of both parties to ameliorate the negative effects on
Franchisee of the material alteration. If the parties cannot reach agreement on the above-
referenced modification to the Franchise, then Franchisee may terminate this Agreement without
further obligation to the City or, at Franchisee's option, that parties agree to submit the matter to
binding arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association.
2.9 Effi,et ol'Acce[)tance: By accepting this Franchise and executing this Agreement,
Franchisee. relying upon its own investigation and understanding of the power and authority of
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the City to grant this Franchise, acknowledges and accepts the City's legal right to grant this
Franchise, to enter into this Agreement; agrees that this Franchise was granted pursuant to
processes and procedures consistent with applicable law: and agrees that the City retains the
absolute right to ternimate this Agreement for any material violation by Franchisee in accordance
with Article 13 of this Agreement.
3. PROVISION OF CABLE SERVICE
3.1 Set-vice Area:
3.1.1 Initial Service Area: Franchisee shall begin to offer Cable Service to
Subscribers within 6 months of the Effective Date, and shall offer cable service in all
residential areas of the Initial Service Area and may make Cable Service available to
businesses in the Initial Service Area by December 31, 2007, except: (A) for periods of
Force Majeure; (B) for periods of delay caused by the City; (C) for periods of delay
resulting from Franchisee's inability to obtain authority to access rights-of-way in the
Service Area; (D) in areas where developments or buildings are subject to asserted
exclusive arrangements with other providers.- (E) in developments or buildings where
Franchisee cannot access under reasonable terms and conditions after good faith
negotiation, as determined by Franchisee: and (F) in developments or buildings where
Franchisee is unable to provide Cable Service for technical reasons or that require non-
standard facilities that are not available on a commercially-reasonable basis: and (G) in
areas where the occupied residential household density does not meet the density
requirement set forth in Subsection 3.1.1.1. Franchisee shall memorialize the Service
Date by notifying the City in writing of the same, which notification shall become a part
of this Franchise.
1.1.1.1 Densi4l Requiretnent: Franchisee shall make Cable
Services available to residential dwelling units in all areas of the Service Area
where the average density is equal to or greater than thirty (30) occupied
residential dwelling units per mile as measured in strand footage from the nearest
technically feasible point on the active FTTP -Network trunk or feeder line. If
through new construction, an area within the Initial Set-vice Area or Extended
Service Area meets the density requirement after the time stated for providing
Cable Service as set forth in Subsections 3.1.1 and 3.1.2 respectively, then
Franchisee shall provide Cable Service to such area within six (6) months after
receiving notice from the City that the density requirement has been met.
3.1.2 E'xtended Service Area: By December 31, 2009, Franchisee shall provide
Cable Service to all residential areas in the Extended Service Area subject to the
conditions of Subsection 3.1.1 above and the other terms set forth herein, provided,
however, that the Extended Service Area boundaries may be modified in whole or in part
by Franchisee by demonstrating to City that it would be technically or economically
infeasible to serve an area within the Extended Service Area.
3.13 Additional Service Areas.- Aside from the Initial Service Area and any
Extended Service Area, Franchisee shall not be required to extend its Cable System or to
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provide Cable Services to any other areas within the Franchise Area during the term of
this Franchise or any renewals thereof except as set forth in this Subsection 3.1.3. If
Franchisee intends to serve Additional Service Areas within the Franchise Area.
Franchisee shall notify the City in writing of such Additional Service Area at least ten
(10) days prior to providing Cable Services in such areas. The parties agree that if any
land is annexed by the City during the term of this Agreement, such annexed areas shall
become part of the Franchise Area and Franchisee shall be required to extend Cable
Service within a reasonable time to such annexed area (subject to the exceptions in
Section 3.1.1. above), provided that such annexed area: (a) is contiguous to the City, (b)
is within Franchisee's Title 11 service territory, and (c) is served by the video-enabled
FTTP Network.
3.2 Availability qf'Cable Service: Franchisee shall make Cable Service available to
all residential dwelling units and may make Cable Service available to businesses within the
Service Area in conformance with Section 3.1 and Franchisee shall not discriminate between or
arnong any individuals in the availability of Cable Service. In the areas in which Franchisee
provides Cable Service, Franchisee is required to connect, at Franchisee's expense, other than a
standard installation charge, all residential dwelling units that are within one hundred twenty-five
(125) feet of trunk or feeder lines not otherwise already served by Franchisee's FTTP Network.
Franchisee is allowed to recover, fi-orn a Subscriber that requests- such connection, actual costs
incurred for residential dwelling unit connections that exceed one hundred twenty-five (125) feet
and actual costs incurred to connect any non-residential dwelling unit Subscriber.
3.3 Cable Service to Public Buildings: Subject to Section 3.1, Franchisee shall
provide, without charge within the Service Area, one service outlet activated for Basic Service to
City Hall (3 5 Cajon Street), the Emergency Operations Center(1070 West Park Street), and A.K.
Smiley Public Library (125 W. Vine Street). City shall not use the Cable Service provided by
Franchisee to these public buildings for any commercial purpose, nor shall City distribute the
Cable Service to any additional buildings or outlets without Franchisee's permission and
appropriate payment. City shall take reasonable precautions to prevent any use of the Cable
System in any manner that results in any loss or damage to the Cable System.
3.4 Institutional Alenvork: If, during the term of this Franchise, another cable
operator provides the City with an institutional network, as defined in section 611(c) of the
Communications Act ("INET"), Franchisee agrees within sixty (60) days of being requested to
do so, to enter into good faith negotiations with City concerning Franchisee's provision of a pro
rata, per Subscriber grant to City in relation to Franchisee's proportional share (in relation to
other cable operators) of the incremental, verifiable cost to the cable operator of such an INET,
provided, however, that City agrees that it will require all cable operators within the Franchise
Area to make equitable pro rata contributions toward the construction of any such INET.
Franchisee acknowledges that City may use PEG grants for the purchase of PEG equipment and
facilities or INET equipment and facilities.
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4. SYSTEM OPERATION
4.1 Cable Sistom Tests and Inspections:
4.1.1 Franchisee shall perforin all tests necessary to demonstrate compliance
with the requirements of this Franchise, and to ensure that the Cable System components
are operating as required. All tests shall be conducted in accordance with any applicable
federal rules and any applicable United States National Cable Television Association's
Recommended Practices for measurement and testing.
4.1.2 Franchisee shall conduct tests as follows:
4.1.2.1 Proof of performance tests on the Cable System at least
once every six (6) months or as required by FCC rules, whichever is more often,
except as federal law otherwise limits Franchisee's obligation. In consultation
with the City, the Cable System monitor test points shall be established in
accordance with good engineering practices and consistent with FCC guidelines;
and
4.1.2.2 Special proof of performance tests, as limited by the City,
of the Cable System or a segirtent thereof when Subscriber complaints indicate
tests are warranted.
4.1.3 Upon request of the City, the City shall have the right to witness and/or
review all required tests on newly constructed or rebuilt segments of the Cable System.
4.1.4 Franchisee shall submit to the City, upon the City's request, written
reports of the results of any tests required by the FCC. The City shall have the same
rights the FCC has to inspect Franchisee's performance test data.
4.1.5 If any test indicates that any part or component of the Cable System tails
to meet applicable requirements, Franchisee, without requirement of additional notice or
request from the City, shall take corrective action. retest the locations and advise the City
of the action taken and results achieved, and supply the City with a copy of the results
within thirty(30) days from the date corrective action was completed.
4.1.6 The City may, for good cause shown, waive or limit the system test and
inspection provisions in this Section.
5. SYSTEM FACILITIES
5.1 System Characteristics: Franchisee's Cable System shall have at least the
following characteristics:
5.1.1 Designed with an initial analog and digital carrier passband between 50
MHz and 860 MHz.
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5.1.2 Designed to be an active two-way plant for subscriber interaction, if any,
required for selection or use of Cable Service.
5.1.3 The Cable System will be of a modem design when built, utilizing an
architecture that will permit additional improvements necessary for high quality and
reliable service throughout the term of this Agreement.
5.1.4 Protection against outages due to power failures, so that back-up power is
available at a minimum for at least twenty-four (24) hours at each headend, and
conforming to industry standards, but in no event rated for less than four (4) hours, at
each power supply site.
5.1.5 Facilities and equipment of good and durable quality, generally used in
high-quality, reliable systems of similar design.
5.1.6 Facilities and equipment sufficient to cure violations of any applicable
FCC technical standards and to ensure that the Cable System remains in compliance with
the standards specified in subsection 5.1.16.
5.1.7 Facilities and equipment as necessary to maintain, operate, and evaluate
the Cable System to comply with any applicable FCC technical standards, as such
standards may be amended from time to time.
5.1.8 All facilities and equipment designed to be capable of continuous twenty-
four (24) hour daily operation in accordance with applicable FCC standards except as
caused by a Force Majeure event.
5.1.9 All facilities and equipment designed, built and operated in such a.
manner as to comply with all applicable FCC requirements regarding (i) consumer
electronic equipment and (ii) interference with the reception of off-the-air signals by a
Subscriber.
5.1.10 All facilities and equipment designed, built and operated in such a
manner as to protect the safety of the Cable System workers and the public.
5.1.11 Sufficient trucks, tools, testing equipment, monitoring devices and other
equipment and facilities and trained and skilled personnel required to enable Franchisee
to substantially comply with applicable law, including applicable customer service
standards and including requirements for responding to system outages.
5.1.12 All facilities and equipment required to properly test the Cable System
and conduct an ongoing and active program of preventive maintenance and quality
control and to be able to quickly respond to customer complaints and resolve system
problems.
5.1.13 Facilities and equipment at the headend shall allow Franchisee to
transmit or cablecast signals in substantially the form received, without substantial
alteration or deterioration. For example, the headend should include equipment that will
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transmit color video signals received at the headend in color, stereo audio signals
received at the headend in stereo, and a signal received with a secondary audio track with
both audio tracks. Similarly, all closed-captioned programming retransmitted over the
Cable System shall include the closed-captioned signal in a manner that renders that
signal available to Subscriber equipment used to decode the captioning.
5.1.14 Shall transmit in high definition any signal which is received in high
definition fon-nat.
5.1.15 Shall provide adequate security provisions in its Subscriber site
equipment to permit parental control over the use of Cable Services on the System. Such
equipment will, at a minimum, offer as an option that a Person ordering programming
must provide a personal identification number or other means provided by Franchisee to
activate the security provisions; provided, however, that Franchisee shall bear no
responsibility for the exercise of parental controls and shall incur no liability for any
Subscriber's or viewer's exercise or failure to exercise such controls.
5.1.16 The Cable System must conform to or exceed all applicable FCC
technical performance standards, as amended from time to time, and any other future
applicable technical performance standards, which the City is permitted by a change in
law to enforce, and shall substantially conform in all material respects to applicable
sections of the following standards and regulations to the extent such standards and
regulations remain in effect and are consistent with accepted industry procedures:
5.1.16.1 Occupational Safety and Health Administration (OSHA)
Safety and Health Standards;
5.1.16.2 National Electrical Code;
5.1,163 National Electrical Safety Code (NESC);
5.1.16.4 Obstruction Marking and Lighting), AC 70/7460 i.e.,
Federal Aviation Administration; and
5,1.16.5 Constructing, Marking and Lighting of Antenna Structures.
FCC Rules, Part 17.
5.2 PEG Interconnection:
5.2.1 City shall provide to Franchisee at the PEG Access Interconnection Site
at City Hall (35 Cajon Street) a suitable video signal for the initial PEG Access Channel.
Franchisee, upon receipt of a suitable video signal, shall provide, install and maintain in
good working order the equipment necessary for transmitting the PEG signal to the
channel aggregation site for further processing for distribution to Subscribers.
Franchisee's obligations with respect to such upstream transmission equipment and
facilities shall be subject to the availability, without charge to Franchisee. of suitable
required space. environmental conditions, electrical power supply, access, pathway, and
other facilities and such cooperation of City as is reasonably necessary for Franchisee to
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fulfill such obligations. City shall have the right to relocate the PEG Access
Interconnection Site one time during the term of this Franchise as follows: City may
relocate the PEG Access Interconnection Site to a future proposed City Hall to be
constructed during the term of this Franchise within the Service Area and within five
hundred (500) feet of an active, video-enabled FTTP trunk or feeder line- provided that
City shall provide to Franchisee at the new City Hall: (1) suitable required space,
environmental conditions, electrical power supply, access, pathway, and other facilities
and cooperation of City as is reasonably necessary; (2) access to such space at least
ninety (90) days prior to anticipated use of the new PEG Access Interconnection Site; and
(3) reimbursement of up to Fifteen Thousand Dollars ($15,000) for costs associated with
the relocation of the equipment necessary for transmitting the PEG signal.
5,2.2 Such upstream transmission provided by Franchisee shall comply with
applicable FCC standards governing the transport and distribution of PEG signals to
Subscribers.
5.2.3 If Franchisee makes changes to the Cable System that require
improvements to the access facilities or equipment in order to permit the PEG access
equipment and facilities to continue to be used as they were intended under the terms of
this Agreement. then Franchisee shall, without charge to City, make such changes in
either the equipment and facilities referred to in Section 5.2.1 or in Franchisee's video
channel aggregation point and distribution equipment and facilities in order to permit the
continuation of such intended use.
5.3 Eniergcne.v Alert System:
5.3.1 Franchisee shall comply with the Emergency Alert System ("EAS")
requirements of the FCC in order that emergency messages may be distributed over the
System.
5.12 The City shall pen-nit only appropriately trained and authorized Persons
to operate the EAS equipment and shall take reasonable precautions to prevent the use of
the Cable System in any manner that results in its inappropriate use or in any loss or
damage to the Cable System, Except to the extent expressly prohibited by law., the City
shall hold harmless and defend Franchisee, its employees, officers, and assigns, from and
against any claims arising out of the use of the EAS, including, but not limited to,
reasonable attorneys' fees and costs.
6. PEG SERVICES
The parties acknowledge that, under federal law, costs for the support of local cable
usage are eligible for "pass through" to Subscribers and may be itemized on Subscribers' bills.
Any pass-through to Subscribers of costs incurred by Franchisee in performing its obligations
under this Article 6 must be in accordance with all applicable regulations and requirements of the
FCC.
6.1 Set Aside of PEG Access Channels:
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6.1.1 In order to ensure universal availability of educational and government
programming, Franchisee shall provide on the Basic Service Tier one (1) dedicated
Public Educational and Governmental Access Channel ("PEG Access Channel") within
120 days of the Service Date or of notice that the City is ready and able to transmit
programming from City Hall, whichever is later. Within ten (10) days after the Effective
Date of this Agreement, City shall inform Franchisee of the general nature of the
programming to be carried on the initial PEG Channels set aside by Franchisee. City
authorizes Franchisee to transmit such programming within and outside the Franchise
Area. Franchisee specifically reserves its right to make or change channel assignments in
its sole discretion.
6.1.2 Franchisee will reserve two (2) additional PEG Access Channels
dedicated exclusively to PEG purposes pursuant to the following criteria:
6.1.2.1 City must have a documented need for additional
programming capacity that cannot be fulfilled by existing PEG Access
Channel(s);
6.1.2.2 the existing PEG Access Channel(s) must be utilized for
PEG programming within the City for at least eight(8) hours per day;
6.1.2.3 all cable providers within the Franchise Area similarly
provide such additional PEG Access Channel; and
6.1.2.4 as long as the origination point is an existing one in the
Service Area, any additional PEG Access Channel to be provided under this
subsection, shall be made available by Franchisee within one hundred twenty
(120) days following the City's written request and verification of compliance
with each of the foregoing conditions. This written request shall constitute City's
authorization for Franchisee to transmit the PEG Access Channel within and
outside the Franchise Area. If the origination point is not an existing one in the
Service Area, the timing of the availability and other conditions will be by mutual
agreement of the parties. In no event shall the origination point be located outside
the Franchise Area.
6.1.4 All PEG Access Channels will be on the Basic Service Tier and will be
fully accessible to Subscribers, consistent with FCC regulations. Franchisee will ensure
that the signal quality for all PEG Access Channels is in compliance with all applicable
FCC technical standards. Franchisee will use equipment and procedures that will
minimize the degradation of signals that do not originate with the Franchisee.
6.1.5 If a PEG Access Channel provided under this Article is not being utilized
by the City, Franchisee may utilize such PEG Access Channel, in its sole discretion, until
such time as City elects to utilize the PEG Access Channel for its intended purpose.
Franchisee shall rededicate the PEG Access Channel within sixty(60)days of receipt of a
written request from the City.
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6 The City shall require all local producers and users of any of the PEG facilities or
Channels to agree in writing to authorize Franchisee to transmit programming consistent with
this Agreement and to defend and hold harmless Franchisee and the City, from and against any
and all liability or other injury, including the reasonable cost of defending claims or litigation,
arising from or in connection with claims for failure to comply with applicable federal laws,
rules, regulations or other requirements of local, state or federal authorities; for claims of libel,
slander, invasion of privacy, or the infringement of common law or statutory copyright; for
unauthorized use of any trademark, trade name or service mark; for breach of contractual or
other obligations owing to third parties by the producer or user; and for any other injury or
damage in law or equity, which result from the use of a PEG facility or Channel. City shall
establish rules and regulations for use of PEG facilities, consistent with, and as required by, 47
U.S.C. ; 531.
6.3 To the extent pen-nitted by federal law, Franchisee shall be allowed, but is not
required, to recover from Subscribers the costs of an Annual PEG Grant or any other costs
arising from the provision of PEG services and to include such costs as a separately billed line
item on each Subscriber's bill.
6.4 PEG Grant:
6.4.1 Beginning in 2008, Franchisee shall provide an annual grant to City to be
used in Support of the production of local PEG programming and any INET provided by
another cable operator (the "Annual PEG Grant"). Such grant shall be used by City for
PEG access equipment, including, but not limited to, studio and portable production
equipment, editing equipment and program playback equipment, for renovation or
construction of PEG access facilities, or in support of the ongoing costs of operating the
INET.
6.4.2 The Annual PEG Grant provided by Franchisee hereunder shall be the,
suin of nine thousand dollars ($9,000) per year until such time as all other cable operators
in the Service Area have a franchise from the State of California at which time
Franchisee shall pay the same PEG support as all other cable operators pay pursuant to
state law, up to maximum of one percent (I%) of gross revenue. The Annual PEG Grant
payment for a given year shall be delivered to City within sixty (60) days after the
beginning of such calendar year during the Franchise Term. City shall give Franchisee
sixty (60) days prior written notice before requiring a change in the Annual PEG Grant
under this section.
7. FRANCHISE FEES
7.1 1-1qyment to City: Franchisee shall pay to the City a Franchise fee of five percent
(5%) of annual Gross Revenue or the maximum permitted by Applicable Law and paid by all
other cable service providers offering Cable Service in the Service Area. In accordance with
Title VI of the Communications Act, the twelve (12) month period applicable under this
Franchise for the computation of the Franchise fee shall be a calendar year. Such payments shall
be made quarterly, no later than forty-five (45) days following the end of each calendar quarter.
Franchisee shall be allowed to submit or to correct any payments that were incorrectly omitted
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and shall be refunded any payments that were incorrectly submitted in connection with the
quarterly Franchise fee remittances. These submissions, corrections, and refunds will be made
within 90 days following the close of the calendar year for which franchise fee payments were
applicable.
7.2 Supporting Information: Each Franchise fee payment shall be accompanied by a
brief report prepared by a representative of Franchisee showing the basis for the computation,
including, but not limited to, itemization of various categories of revenue and total number of
subscribers at the end of each quarter, in the form shown in Exhibit D.
7.3 Limitation on Franchise Fee Actions: The period of limitation for recovery of
any Franchise fee or other fees payable hereunder is four (4) years from the date on which
payment by Franchisee is due. During any such four-year period, the period of the limitations
for recovery of any franchise fee shall be tolled on the date that City provides written notice to
Franchisee that a franchise fee compliance review has been commenced and the review of
records is initiated within ninety(90) days of that notice and completed by City asserting a claim
to any unpaid fees due hereunder within twelve (12) months from the date of production of all
records reasonably and in good faith requested. The parties intend that tolling of the four (4)
year period of limitations is to enable City to complete its review in a timely and efficient
manner. The parties do not intend to provide City with the ability to unreasonably toll the period
of limitations for recovery of any franchise fee or other fees payable under this Agreement.
7.4 Bundled Services: If Cable Services subject to the Franchise fee required under
this Article 7 are provided to Subscribers in conjunction with Non-Cable Services, the Franchise
fee shall be applied only to the value of the Cable Services, as reflected on the books and records
of Franchisee in accordance with FCC or state public utility regulatory commission rules,
regulations, standards or orders. Franchisee shall not allocate revenue between Cable Services
and Non-Cable Services for the purpose or with the intent of evading or reducing Franchisee's
Franchise fee obligations to City. Measured or tariffed Telecommunications Services that cannot
be discounted Linder state or federal regulatory rules are excluded from the allocation basis for
the bundle discount.
7.5 Interest Charge on Late Payments: If any payments due under this Franchise
remain unpaid after the due date ("Past Due Amounts"), Franchisee shall pay the City interest on
such Past Due Amounts in addition to the Past Due Amounts. The interest shall accrue on the
Past Due Amounts from the due date until it is paid in full ("Period of Delinquency").
Franchisee shall pay the City interest at a rate per annum equal to the highest Bank Prime Rate
during the Period of Delinquency plus one percent(M). The "Bank Prime Rate" shall mean the
prime lending rate as it appears in The Wall Street Journal during the Period of Delinquency.
The City's acceptance of payment shall not be construed as an agreement that the amount paid
was correct, nor shall acceptance be construed as a release of any claim which the City may have
for additional sums payable under provisions of this Article.
8. CONSUMER PROTECTION AND SERVICE STANDARDS
Consumer Protection and Service Standards are set forth in Exhibit B, which shall be
binding unless amended by written consent of the parties.
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9. REPORTS AND RECORDS
9.1 Audit ol'Franchise Fee Payments:
9.1.1 City, or its designee, may conduct an audit or other inquiry in relation to
payments made by Franchisee, no more than once every three (3) years, during the Term.
As part of the audit process, City or its designee may inspect Franchisee's books of
accounts relative to City at any time during regular business hours and after thirty (30)
calendar days' prior notice. The scope of such audit shall be limited to the records of the
previous three(3) years.
9.1.2 Any audit conducted by City under this Section 9.1 will be conducted at
the City's sole expense; provided that if the audit results indicate Franchisee underpaid
the franchise fee by more than five percent (5%), then Franchisee shall pay the
reasonable, documented, third-party costs of the audit, which costs shall be limited to Ten
Thousand Dollars ($10,000).
9.1.3 City agrees that any audit shall be performed in good faith. Any auditor
employed by City shall not be compensated on a success-based formula, e.g., payment
based on a percentage of underpayment, if any. Franchisee shall be provided a
reasonable opportunity to review the results of any audit and to dispute any audit results
which indicate an underpayment to City. If any audit discloses an underpayment of the
franchise/license fee of more than five percent (5%), Franchisee shall pay Grantor the
amount of the underpayment, together with interest as provided in Section 7.5 above.
9.2 OI)en Books and Records: Subject to applicable law, and upon reasonable written
notice to Franchisee which shall be no less than thirty (30) business days' written notice to
Franchisee, the City, including its agents, shall have the right to inspect, at any time during
normal business hours and on a nondisruptive basis, Franchisee's books and records, including
all documents in whatever form maintained, including electronic media, to the extent such
records pertain to Franchisee's provision of Cable Service in the Franchise Area and are
reasonably necessary to ensure compliance with the terms of this Franchise. Such notice shall
specifically reference the section or subsection of this Franchise which is under review, so that
Franchisee may organize the necessary books and records for appropriate access by the City.
Regardless of the usual and customary location of such books and records, the books and records
shall be made available for inspection by the City at a location in the State of California mutually
agreed upon by the parties. Franchisee is not required to maintain any books and records for
Franchise compliance purposes longer than four (4) years. Notwithstanding anything to the
contrary set forth herein, Franchisee shall not be required to disclose information that it
reasonably deems to be proprietary or confidential in nature, nor disclose any of its or an
Affiliate's books and records not relating to the provision of Cable Service in the Service Area;
provided that no records that specifically indicate Franchisee's Gross Revenues from the
provision of Cable Service under this Franchise shall be withheld from inspection by the City.
The City agrees to treat any information derived from records identified by Franchisee as being
confidential or proprietary as confidential and only to disclose it to employees, representatives,
and agents thereof that have a need to know, or in order to enforce the provisions hereof
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Franchisee shall not be required to provide Subscriber information in violation of Section 631 of
the Communications Act, 47 U.S.C. §551.
93 Records Required: Franchisee shall at all times maintain:
9.3.1 Records of all written complaints for a period of four (4) years after
receipt by Franchisee. The term "complaint" as used herein refers to complaints about
any aspect of the Cable System or Franchisee's cable operations, including, without
limitation, complaints about employee courtesy. Complaints recorded will not be limited
to complaints requiring an employee service call;
9.3.2 Records of outages for a period of four (4) years after occurrence,
indicating date, duration, area, and the number of Subscribers affected, type of outage,
and cause;
9.3.3 Records of service calls for repair and maintenance for a period of four
(4) years after resolution by Franchisee, indicating the date and time service was
required, the date of acknowledgment and date and time service was scheduled (if it was
scheduled), and the date and time service was provided, and, if different, the date and
time the problem was resolved;
9.3.4 Records of installation/reconnection and requests for service extension
for a period of four (4) years after the request was fulfilled by Franchisee, indicating the
date of request, date of acknowledgment, and the date and time service was extended; and
9.').5 A file of records open to public inspection in accordance with applicable
FCC rules and regulations.
10. INSURANCE AND INDEMNIFICATION
10.1 Insurance:
10.1.1 Franchisee shall maintain in full force and effect, at its own cost and
expense, during the Franchise Tenn,the following insurance coverage:
10.1.2 Commercial General Liability Insurance in the amount of Two Million
Dollars ($2,000,000) combined single limit for property damage and bodily injury. Such
insurance shall cover the construction, operation and maintenance of the Cable System,
and the conduct of Franchisee's Cable Service business in the Franchise Area.
10.1.2.1 Automobile Liability Insurance in the amount of Two
Million Dollars ($2,000,000) combined single limit for bodily injury and property
damage coverage.
10.1.2.2 Workers' Compensation Insurance meeting all legal
requirements of the State of California.
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10.L2.3 Employer's Liability Insurance in the following amounts:
(A) Bodily Injury by Accident: $100,000; and (B) Bodily Injury by Disease:
$100,000 employee limit; $500,000 policy limit.
10.1.3 The City and its elected officials, officers, employees, agents, and
volunteers, shall be designated as an additional insured under each of the insurance
policies required in this Article 10 except Workers' Compensation and Employer's
Liability Insurance.
10.1.4 Franchisee shall not cancel any required insurance policy without
submitting documentation to the City verifying that Franchisee has obtained alternative
insurance in conformance with this Agreement. The insurance policy shall include a
provision prohibiting the policy's cancellation except upon thirty (30) days prior written
notice to City. Furthermore, Franchisee will not reduce the policy amount or delete the
City as an additional insured except upon thirty(30) days prior written notice to City.
10.1.5 Each of the required insurance policies shall be with sureties qualified to
do business in the State of California, with an A- or better rating for financial condition
and financial performance by Best's Key Rating Guide, Property/Casualty Edition.
10.1.6 Within thirty (30) days of the Effective Date of this Agreement,
Franchisee shall deliver to the City Certificates of Insurance showing evidence of the
required coverage.
10.I.7 Such insurance shall be primary with respect to the City and non-
contributing to any insurance or self-insurance maintained by the City.
10.2 Indemnification.-
101.2.1 Franchisee shall indemnify, defend and hold harmless the City, its
officers, agents, boards, and employees, from and against any liability for damages or
claims resulting from tangible property damage or bodily injury (including accidental
death), to the extent proximately caused by Franchisee's negligent construction,
operation, or maintenance of its Cable System; provided that the City shall give
Franchisee written notice of its obligation to indemnify the City within ten (10) days of
receipt of an action pursuant to this subsection, or twenty (20) days provided that the
timing of such notice does not prejudice Franchisee. Notwithstanding the foregoing,
Franchisee shall not indemnify the City, for any damages, liability or claims resulting
from the willful misconduct or negligence of the City, its officers, agents, employees,
attorneys, consultants, independent contractors or third parties, or for any activity or
function undertaken by any Person other than Franchisee in connection with PEG Access,
or the use of the Emergency Alert System.
10.2.2 With respect to Franchisee's indemnity obligations set forth in
Subsection 10.2.1, Franchisee shall provide the defense of any claims brought against the
City by selecting counsel of Franchisee's choice to defend the claim, subject to the
consent of the City, which consent shall not be unreasonably withheld. Nothing herein
shall be deemed to prevent the City from cooperating with Franchisee and participating in
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the defense of any litigation by its own counsel at its own cost and expense; provided,
however, that after consultation with the City, Franchisee shall have the right to defend,
settle or compromise any claim or action arising hereunder, and Franchisee shall have the
authority to decide the appropriateness and the amount of any such settlement. If the
terms of any such proposed settlement do not include the release of the City, and the City
does not consent to the terms of any such settlement or compromise, Franchisee shall not
settle the claim or action but its obligation to indemnify the City shall in no event exceed
the amount of such proposed settlement.
10.2.3 City shall hold Franchisee harmless and shall be responsible for
damages, liability, or claims resulting from the willful misconduct or negligence of the
City.
10.2.4 The City shall be responsible for its own acts of willful misconduct or
negligence, or breach of obligation committed by the-City for which the City is legally
responsible, subject to any and all defenses and limitations of liability provided by law.
Franchisee shall not be required to indemnify the City for acts of the City which
constitute willful misconduct or negligence on the part of the City, its officers,
employees, agents, attorneys, consultants, independent contractors or third parties.
11. TRANSFER OF FRANCHISE
11.1 Subject to Section 617 of the Communications Act, 47 U.S.C. § 537, no Transfer
of the Franchise shall occur without the prior consent of the City, provided that such consent
shall not be unreasonably withheld, delayed or conditioned.
11.2 No such consent shall be required, however, for a transfer in trust, by mortgage,
by other hypothecation, by assignment of any rights, title, or interest of Franchisee in this
Franchise or Cable System in order to secure indebtedness, or otherwise excluded tinder Section
11.3 below.
11.3 A Transfer of the Franchise does not include: a transfer of an ownership or other
interest in Franchisee to the parent of Franchisee or to another Affiliate of Franchisee; a transfer
of an interest in this Franchise or the rights held by Franchisee under this Franchise to the parent
of Franchisee or to another Affiliate of Franchisee; any action which is the result of a merger of
the parent of Franchisee; or any action which is the result of a merger of another Affiliate of
Franchisee. In the event of a transfer excluded under this section, Franchisee must: (1) provide
to the City not less than thirty (30) days' prior written notice of that proposed transaction; (2)
provide information concerning the ownership and voting interest in the proposed transferee; (3)
provide a list of officers, directors, and any new managing employees of the proposed transferee
and their cable-industry related experience; (4) represent that the proposed transaction will have
no foreseeable effect on the management and operation of Franchisee's Cable System in the
Franchise Area; and (5) ensure that any transferee or assignee shall, prior to consummation of
any transaction resulting in such a transfer or assignment of this Franchise, agree in writing to be
bound by the terms of this Franchise and to assume the obligations and liabilities to the City of
its predecessor under this Franchise.
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12. RENEWAL OF FRANCHISE
12.1 The City and Franchisee agree that any proceedings undertaken by the City that
relate to the renewal of this Agreement shall be governed by and comply with the provisions of
Section 626 of the Communications Act, 47 U.S.C. § 546.
12.2 In addition to the procedures set forth in Section 626 of the Communications Act,
the City agrees to notify Franchisee of any and all assessments pertaining to future cable related
community needs and interests, as well as of the past performance of Franchisee under the then-
current term of this Agreement. The City further agrees that such assessments shall be provided
to Franchisee promptly so that Franchisee has adequate time to submit a proposal under Section
626 and to complete renewal of this Agreement prior to expiration of its term.
12.3 Notwithstanding anything to the contrary set forth herein, Franchisee and the City
agree that at any time during the term of this Agreement, while affording the public appropriate
notice and opportunity to comment, the parties may agree to undertake and finalize informal
negotiations regarding renewal of this Agreement and the City may grant a renewal thereof.
12.4 Franchisee and the City consider the terms set forth in this Article 12 to be
consistent with the express provisions of Section 626 of the Communications Act, 47 U.S.C. §
546.
13. ENFORCEMENT AND TERMINATION OF FRANCHISE
13.1 Security Fund Violations: City may assess amounts pursuant to the procedures
set forth in this Section 13.1 as an alternative remedy to commencing the remedial and
ten-nination provisions set forth in Sections 13.2 through 13.6, inclusive, of this Agreement.
13.1.1 Creation of Security Fund: Within sixty (60) days following the
Effective Date of this Agreement, Franchisee shall establish and provide to City a
security fund ("Security Fund") as security for the faithful performance by Franchisee of
all material provisions of this Agreement. The Security Fund shall be in the amount of
Ten Thousand Dollars ($10,000) and the form of the security may, at Franchisee's option,
be a performance bond, letter of credit, cash deposit, cashier's check or any other security
acceptable to City.
13.1.1.1 If Franchisee posts a performance bond, it shall be
substantially in the form of Exhibit C.
13.1.1.2 In the event that a performance bond provided pursuant to
the Agreement is not renewed or is cancelled, Franchisee shall provide new
security pursuant to this Article within 30 days of such cancellation or failure to
renew.
13.1.1.3 Neither cancellation, nor termination nor refusal by surety
to extend the bond, nor inability of Franchisee to file a replacement bond or
replacement security for its obligations, shall constitute a loss to City recoverable
under the bond. However, if Franchisee fails to maintain the security required by
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Section 131, after the procedures set forth in 13.3, 13.4, and 13.5, City may treat
the delay as a substantial material default under Section 13.6.3.
13.1.2 Amount o'f'Securitv Fund: Franchisee shall maintain the Security Fund at
the Ten Thousand Dollar ($10,00(3) level throughout the term of this Agreement;
provided that once City has begun to assess amounts pursuant to Section 13.1.3 below,
Franchisee shall replenish the Security Fund no more often than once annually.
13.1.3 Procedure for Assessing Security Fund:
13.1.3.1 If Franchisee fails to perforin in a timely manner any
material obligation (a "violation") required by this Franchise, and if Franchisee
does not take the action set forth in 13.1.3.2, City may assess amounts from the
Security Fund thirty (30) days after receipt of written notice by Franchisee of
City's intention to draw upon the Security Fund. City's written notice to
Franchisee shall specify all such violations alleged to have occurred.
13.1.3.2 In the event that City finds that a violation exists and
Franchisee has not corrected the same in a satisfactory manner or has not
diligently commenced correction of such violation within the thirty (30) day time
period described above, City may elect to assess an amount of up to two hundred
fifty dollars ($250) per day from the Security Fund, up to a maximum of Ten
Thousand Dollars ($10,000) annually.
13.1.3.3 If City elects to assess amounts from the Security Fund,
then such election shall constitute City's exclusive remedy for a period of sixty
(60) days. Thereafter, City may pursue other remedies set forth in Article 13.
13.1.4 Other Representations. If City's assessment is found to be improper by
any court or agency of competent jurisdiction, Franchisee shall be entitled to a refund of
the funds plus interest and any other award that such court or agency shall make.
13.2 Notice of' Violations Not Subject to Security Fund: If at any time, City believes
that Franchisee has not complied with the terms of this Franchise, and City declines to assess
amounts from the Security Fund, City shall first informally discuss the matter with Franchisee
prior to invoking its remedies as set forth in Sections 13.3 through 13.6, inclusive. If these
discussions do not lead to resolution of the problem in a reasonable time, City shall then notify
Franchisee in writing of the exact nature of the alleged noncompliance in a reasonable time (for
purposes of this Article, the"Noncompliance Notice").
13.3 Franchisee's Right to Cure or Respond: For violations not subject to the Security
Fund, Franchisee shall have thirty (30) days from receipt of the Noncompliance Notice to: (i)
respond to City, if Franchisee contests (in whole or in part) the assertion of noncompliance; (ii)
cure such noncompliance: or (iii) in the event that, by the nature of noncompliance, such
noncompliance cannot be cured within the thirty (30) day period, initiate reasonable steps to
remedy such noncompliance and notify City of the steps being taken and the date by which cure
is projected to be completed.
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13.4 Hearing: In the event that Franchisee falls to respond to the Noncompliance
Notice pursuant to the procedures required by this Article, or in the event that Franchisee has not
remedied the alleged noncompliance within thirty (30) days or the date projected pursuant to
Section 13.3(iii) above, if it intends to continue its investigation into the noncompliance, then
City shall schedule a hearing. City shall provide Franchisee at least thirty (30) business days
prior written notice of such public hearing, which will specify the time, place and purpose of
such public hearing, and provide Franchisee the opportunity to be heard.
13.5 Enforcement: Subject to applicable federal and state law, in the event City, after
the hearing set forth in Section 13.4, determines that Franchisee is in noncompliance with any
provision of this Franchise, City may:
13.5.1 Seek specific performance of any provision, which reasonably lends
itself to such remedy, as an alternative to damages; or
13.5.2 Commence an action at law for monetary damages or seek other
equitable relief, or
13.5.3 In the case of a substantial material default of a material provision of this
Franchise, seek to revoke this Franchise in accordance with Section 13.6.
13.6 Revocation: Should City seek to revoke this Franchise after following the
procedures set forth in Sections 13.2 through 13.5 above, City shall give written notice to
Franchisee of such intent. The notice shall set forth the exact nature of the noncompliance.
Franchisee shall have ninety (90) days from receipt of such notice to object in writing and to
state its reasons for such objection. In the event City has not received a satisfactory response
from Franchisee, it may then seek termination of this Franchise at a second public hearing. City
shall cause to be served upon Franchisee, at least thirty (30) business days prior to such public
bearing, a written notice specifying the time and place of such hearing and stating its intent to
revoke this Franchise.
13.6.1 At the designated hearing, Franchisee shall be provided a fair opportunity
for full participation, including the right to be represented by legal counsel, to introduce
relevant evidence, to require the production of evidence, to compel the relevant testimony
of the officials, agents, employees or consultants of City, to compel the testimony of
other persons as permitted by law, and to question and/or cross examine witnesses. A
complete verbatim record shall be made of such hearing and, in the event of an appeal,
shall be transcribed by the party that files the appeal.
13.6.2 Following the public hearing, Franchisee shall be provided up to thirty
(30) days to submit its proposed findings and conclusions in writing and thereafter City
shall determine (i) whether an event of default has occurred; (ii) whether such event of
default is excusable, and (iii) whether such event of default has been cured or will be
cured by Franchisee. City shall also determine whether to revoke this Franchise based on
the information presented, or, where applicable, grant additional time to Franchisee to
effect any cure. If City determines that this Franchise shall be revoked, City shall
promptly provide Franchisee with a written decision setting forth its reasoning.
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Franchisee may appeal such determination of City to an appropriate court, which shall
have the power to review the decision of City de novo of the administrative record as
supplemented in good faith by the parties. Franchisee shall be entitled to such relief as
the court finds appropriate. Such appeal must be taken within sixty (60) days of issuance
of the City's determination.
13,6.3 City may, at its sole discretion, take any lawful action which it deems
appropriate to enforce City's rights under this Franchise in lieu of revocation of this
Franchise.
13.7 Franchisee Termination: Franchisee shall have the right to terminate this
Franchise and all obligations hereunder within ninety (90) days after the end of three (3) years
from the Service Date, if, at the end of such three (3) year period, Franchisee does not then in
good faith believe it has achieved a commercially reasonable level of Subscriber penetration on
its Cable System in the Franchise Area and surrounding communities. Notice to terminate under
this Section 13.7 shall be given to the City in writing, with such termination to take effect no
sooner than two hundred ten (210) days after giving such notice. Franchisee shall also be
required to give its then current Subscribers not less than one hundred eighty (150) days' prior
written notice of its intent to cease Cable Service operations.
1.4. MISCELLANEOUS PROVISIONS
14.1 Actions o 'Parties: In any action by the City or Franchisee that is mandated or
permitted under the terms of this Agreement, each party shall act in a reasonable, expeditious,
and timely manner. Furthermore, in any instance where approval or consent is required under
the terms of this Agreement, that approval or consent shall not be unreasonably withheld,
delayed or conditioned.
14.2 Binding Acceptance: This Agreement shall bind and benefit the parties and their
respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors and
assigns.
14.3 Preemption: If federal or state law, rules, or regulations preempt a provision or
limit the enforceability of a provision of this Agreement, the provision shall be read to be
preempted to the extent, and for the time, but only to the extent and for the time, required by law.
If such federal or state law, rule or regulation is subsequently repealed, rescinded, amended or
otherwise changed so that the provision hereof that had been preempted is no longer preempted,
that provision shall thereupon return to full force and effect, and shall thereafter be binding on
the parties, without the requirement of further action on the part of the City.
14.4 Force Majeure: Franchisee shall not be held in default under, or in
noncompliance with, the provisions of this Agreement, nor suffer any enforcement or penalty
relating to noncompliance or default, where such noncompliance or alleged default was caused
by a Force Majeure event. To the extent there is a Force Majeure event, Franchisee shall take
reasonable steps within its power to correct problems resulting from such Force Majeure event.
14.4.1 Furthermore, the parties hereby agree that it is not the City's intention to
subject Franchisee to penalties, fines, forfeitures or revocation of this Franchise for
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violations of this Franchise where Franchisee demonstrates that the violation was a good
faith error that resulted in no or minimal negative impact on Subscribers, or where
Franchisee demonstrates that strict performance would result in practical difficulties and
hardship being placed upon Franchisee which outweigh the benefit to be derived by the
City and/or Subscribers.
14.5 Notices: Unless otherwise expressly stated herein, notices required under the
Franchise shall be mailed first class, postage prepaid, to the addresses below. Each party may
change its designated representative by providing written notice to the other party.
Notices to Franchisee shall be mailed to:
Verizon California Inc.
Attn: Tim McCallion, President
112 Lakeview Canyon Road, CA501GA
Thousand Oaks, CA 91362
with a copy to:
Mr. Jack H. White
Senior Vice President& General Counsel—Verizon Telecom
One Verizon Way, Room VC43E010
Flasking Ridge, NJ 07920-1097
Notices to the City shall be mailed to:
City Manager
City of Redlands
P.O. Box 3005
Redlands, CA 92373
14.6 Entire Agreement: This Agreement and the attached Exhibits constitute the entire
agreement between Franchisee and the City, and it supersedes all prior or contemporaneous
agreements, representations or understandings of the parties, whether verbal or written, regarding
its subject matter.
14.7 Captions: The captions and headings of articles, sections, and subsections
throughout this Agreement are intended solely to facilitate reading and reference to the sections
and provisions of this Agreement. Such captions shall not affect the meaning or interpretation of
this Agreement.
14.8 Severability: Each provision, term, condition, covenant and/or restriction, in
whole and in part, of this Agreement shall be considered severable. If any section, subsection,
sentence, paragraph, term, or provision of this Agreement is determined to be illegal, invalid, or
unconstitutional by any court of competent jurisdiction, or by any state or federal regulatory
authority having jurisdiction, such provision or part thereof shall be severed from this Agreement
and shall have no effect on the validity of any other section, subsection, sentence, paragraph,
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term or provision of this Agreement, all of which will remain in full force and effect for the term
of this Agreement.
149 Recitals: The recitals set forth in this Agreement are incorporated into the body "
of this Agreement.
14.10 Modification: This Agreement shall not be modified except by written instrument
executed by both parties.
14.11 FTTP Network Transfer Prohibition: Under no circumstance including, without
limitation, upon expiration, revocation, termination, denial of renewal of the Franchise or any
other action, shall Franchisee or its assignees be required to sell any right, title, interest, use or
control of any portion of Franchisee's FTTP Network including, without limitation, the Cable
System or any capacity used for Cable Service or otherwise, to the City or any third party.
Franchisee shall not be required to remove or to relocate the FTTP Network, or any portion
thereof, as a result of revocation, expiration, termination, denial of renewal, or any other action.
This provision is not intended to contravene PEG requirements set forth in this Agreement.
14.12 Construction of Agreement: City and Franchisee each acknowledge that they
have received independent legal advice in entering into this Agreement. If a dispute arises over
the meaning or application of any provisions of this Agreement, such provisions shall not be
construed by the reference to any doctrine calling for ambiguities to be construed against the
drafter of the Agreement.
14.13 Authority: The Persons signing below represent that they have the requisite
authority to bind the entities on whose behalf they are signing.
14.14 Governing Law: This Agreement shall be construed in accordance with the laws
of the State of California. The parties hereto agree that all actions or proceedings arising in
connection with this Agreement shall be tried and litigated in the U.S. District Court for the
Central District of California, Eastern Division in Riverside, California. If the federal court
determines that any action or part of an action must be decided by the state courts, the parties
agree that such proceeding shall be in the state courts for the County of San Bernardino,
California.
SIGNATURE PAGE FOLLOWS
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TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement
to be executed by its duly authorized representative on the date set forth below the authorized
signature.
CITY OF REDLANDS
Harrison, Mayor
Date: October 3, 2006
ATTEST:
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VERIZON CALIFORNIA INC.,
a California corporation
By:
Tim McCallion,
President
Date:
EXHIBITS FORM
Exhibit A: Service Area Maps
Exhibit B: Consumer Protection and Service Standards
Exhibit C: Performance Bond
Exhibit D: Franchise Fee Report
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Seattle-33364 25.5 0010912-00100
Service Area Map for the
City of Redlands, California
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EXHIBIT B
CONSUMER PROTECTION AND SERVICE STANDARDS
These standards shall, starting six months after the Service Date, apply to Franchisee to the
extent it is providing Cable Services over the Cable System in the Franchise area. During the
initial six months after the Service Date, Franchisee will use all reasonable efforts to comply
with these standards.
SECTION 1: DEFINITIONS
A. Respond: Franchisee's investigation of a Service Interruption by receiving a
Subscriber call and opening a trouble ticket, if required.
B. Significant Outage: A significant outage of the Cable Service shall mean any
Service Interruption lasting at least four (4) continuous hours that affects at least ten percent
(10%) of the Subscribers in the Service Area.
C. Service Call: The action taken by Franchisee to correct a Service Interruption the
effect of which is limited to an individual Subscriber.
D. Standard Installation: Installations where the subscriber is within one hundred
twenty five (125) feet of trunk or feeder lines.
SECTION 2: TELEPHONE AVAILABILITY
A. Franchisee shall maintain a toll-free number to receive all calls and inquiries from
Subscribers in the Franchise Area and/or residents regarding Cable Service. Franchisee
representatives trained and qualified to answer questions related to Cable Service in the Service
Area must be available to receive reports of Service Interruptions twenty-four (24) hours a day,
seven (7) days a week, and other inquiries at least forty-five (45) hours per week. Franchisee
representatives shall identify themselves by name when answering this number.
B. Franchisee's telephone numbers shall be listed, with appropriate description (e.g.
administration, customer service, billing, repair, etc.), in the directory published by the local
telephone company or companies serving the Service Area, beginning with the next publication
cycle after acceptance of this Franchise by Franchisee.
C. Franchisee may use an Automated Response Unit ("ARU") or a Voice Response
Unit ("VRU") to distribute calls. If a foreign language routing option is provided, and the
Subscriber does not enter an option, the menu will default to the first tier menu of English
options.
After the first tier menu (not including a foreign language rollout) has run through three
times, if customers do not select any option, the ARU or VRU will forward the call to a queue
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for a live representative. Franchisee may reasonably substitute for this requirement another
method of handling calls from customers who do not have touch-tone telephones.
4
D. Under Normal Operating Conditions, calls received by Franchisee shall be
answered within thirty (30) seconds. Franchisee shall meet this standard for ninety percent
(90%) of the calls it receives at all call centers receiving calls from Subscribers, as measured on a
cumulative quarterly calendar basis. Measurement of this standard shall include all calls
received by Franchisee at all call centers receiving calls from Subscribers, whether they are
answered by a live representative, by an automated attendant, or abandoned after 30 seconds of
call waiting.
E, Under Normal Operating Conditions, callers to Franchisee shall receive a busy
signal no more than three (3%)percent of the time during any calendar quarter.
F. Upon request from the City, but in no event more than once a quarter thirty (30)
days following the end of each quarter, Franchisee shall report to the City the following for all
call centers receiving calls from Subscribers except for temporary telephone numbers set up for
national promotions:
(1) Percentage of calls answered within thirty (30) seconds as set forth in
Subsection 2.D.
(2) Percentage of time customers received busy signal when calling the
Verizon service center as set forth in Subsection 2.E.
Subject to consumer privacy requirements, underlying activity will be made available to
the City for review upon reasonable request.
G. At Franchisee's option, the measurements and reporting above may be changed
from calendar quarters to billing or accounting quarters. Franchisee shall notify the City of such
a change at least thirty(30) days in advance of any implementation.
SECTION 3: INSTALLATIONS AND SERVICE APPOINTMENTS
A. All installations will be in accordance with FCC rules, including but not limited
to, appropriate grounding, connection of equipment to ensure reception of Cable Service, and the
provision of required consumer information and literature to adequately inform the Subscriber in
the utilization of Franchisee-supplied equipment and Cable Service.
B. Unless otherwise agreed to by a customer and Franchisee, the Standard
Installation shall be performed within seven (7) business days after the placement of the Optical
I Network Terminal ("ONT") on the customer's premises or within seven (7) business days after
IN
an order is placed if the QNT is already installed on the customer's premises.
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Franchisee shall meet this standard for ninety-five percent (95%) of the Standard
Installations it performs, as measured on a calendar quarter basis, excluding customer requests
for connection later than seven (7) business days after ONT placement or later than seven (7)
business days after an order is placed if the ONT is already installed on the customer's premises.
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C. Franchisee shall provide the City with a report upon request from the City, but in
no event more than once a quarter thirty (30) days following the end of each quarter, noting the
percentage of Standard Installations completed within the seven (7) day period, excluding those
requested outside of the seven (7) day period by the Subscriber. Subject to consumer privacy
requirements, underlying activity will be made available to the City for review upon reasonable
request.
At Franchisee's option, the measurements and reporting of above may be changed from
calendar quarters to billing or accounting quarters. Franchisee shall notify the City of such a
change not less than thirty(30) days in advance.
D. Franchisee will offer Subscribers "appointment window" alternatives for arrival
to perform installations, Service Calls and other activities of a maximum four (4) hours
scheduled time block during appropriate daylight available hours, usually beginning at 8:00 AM
unless it is deemed appropriate to begin earlier by location exception. At Franchisee's
discretion, Franchisee may offer Subscribers appointment arrival times other than these four (4)
hour time blocks, if agreeable to the Subscriber. These hour restrictions do not apply to
weekends.
E. If Franchisee's agent is running late for an appointment with a customer and will
not be able to keep the appointment as scheduled, the customer shall be contacted. The
appointment shall be rescheduled, as necessary, at a time which is convenient to the customer.
SECTION 4: SERVICE INTERRUPTIONS AND OUTAGES
A. Franchisee shall promptly notify the City of any Significant Outage of the Cable
Service.
B. Franchisee shall exercise commercially reasonable efforts to limit any Significant
Outage for the purpose of maintaining, repairing, or constructing the Cable System. Except in an
emergency or other situation necessitating a more expedited or alternative notification procedure,
Franchisee may schedule a Significant Outage for a period of more than four (4) hours during
any twenty-four (24) hour period only after the City and each affected Subscriber in the Service
Area have been given fifteen(15) days prior notice of the proposed Significant Outage.
C. Franchisee representatives who are capable of responding to Service Interruptions
must be available to Respond twenty-four(24) hours a day, seven (7) days a week.
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D. Under Normal Operating Conditions, Franchisee must Respond to a call from a
Subscriber regarding a Service Interruption or other service problems within the following time
frames:
(1) Within twenty-four (24) hours, including weekends, of receiving
subscriber calls respecting Service Interruptions in the Service Area.
(2) Franchisee must begin actions to correct all other Cable Service problems
the next business day after notification by the Subscriber or the City of a Cable Service problem.
E. Under Normal Operating Conditione, Franchisee shall complete Service
Calls within seventy-two (72) hours of the time Franchisee commences to Respond to the
Service Interruption, not including weekends and situations where the Subscriber is not
reasonably available for a Service Call to correct the Service Interruption within the seventy-two
(72)hour period.
F. Franchisee shall meet the standard in Subsection E. of this Section for ninety
percent (90%)of the Service Calls it completes, as measured on a quarterly basis.
G. Franchisee shall provide the City with a report upon request from the City, but in
no event more than once a quarter within thirty (30) days following the end of each calendar
quarter, noting the percentage of Service Calls completed within the seventy-two (72) hour
period not including Service Calls where the Subscriber was reasonably unavailable for a Service
Call within the seventy-two (72) hour period as set forth in this Section. Subject to consumer
privacy requirements, underlying activity will be made available to the City for review upon
reasonable request. At Franchisee's option, the above measurements and reporting may be
changed for calendar quarters to billing or accounting quarters. Franchisee shall notify the City
of such a change at least thirty(30) day in advance.
H. Under Normal Operating Conditions, Franchisee shall provide a credit upon
Subscriber request when all Channels received by that Subscriber are out of service for a period
of four (4) consecutive hours or more. The credit shall equal, at a minimum, a proportionate
amount of the affected Subscriber(s) current monthly bill. In order to qualify for the credit, the
Subscriber must promptly report the problem and allow Franchisee to verify the problem if
requested by Franchisee. If Subscriber availability is required for repair, a credit will not be
provided for such time, if any, that the Subscriber is not reasonably available.
I. Under Normal Operating Conditions, if a Significant Outage affects all Video
Programming Cable Services for more than twenty-four(24) consecutive hours, Franchisee shall
issue an automatic credit to the affected Subscribers in the amount equal to their monthly
recurring charges for the proportionate time the Cable Service was out, or a credit to the affected
subscribers in the amount equal to the charge for the basic plus enhanced basic level of service
for the proportionate time the Cable Service was out, whichever is technically feasible or, if both
are technically feasible, as determined by Franchisee provided such determination is non-
discriminatory. Such credit shall be reflected on Subscriber billing statements within the next
available billing cycle following the outage.
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J. With respect to service issues concerning cable services provided to City
facilities. Franchisee shall Respond to all inquiries from the City within four (4) hours and shall
commence necessary repairs within twenty-four (24) hours under Normal Operating Conditions.
If such repairs cannot be completed within twenty-four (24) hours, Franchisee shall notify the
City in writing as to the reason(s) for the delay and provide an estimated time of repair.
SECTION 5: CUSTOMER COMPLAINTS
Under Non-nal Operating Conditions, Franchisee shall investigate Subscriber
complaints referred by the City within seventy-two (72)hours. Franchisee shall notify the City of
those matters that necessitate an excess of seventy-two (72) hours to resolve, but those matters
must be resolved within fifteen (15) days of the initial complaint. The City may require
reasonable documentation to be provided by Franchisee to substantiate the request for additional
time to resolve the problem. For purposes of this Section, "resolve" means that Franchisee shall
perforin those actions, which, in the normal course of business, are necessary to investigate the
Customer's complaint. advise the Customer of the results of that investigation and take all
commercially reasonable actions to address that complaint.
SECTION 6: BILLING
A. Subscriber bills must be itemized to describe Cable Services purchased by
Subscribers and related equipment charges. Bills shall clearly delineate activity during the
billing period, including optional charges, rebates, credits., and aggregate late charges. Franchisee
shall, without limitation as to additional line items, be allowed to itemize as separate line items,
Franchise fees, taxes and/or other governmentally imposed fees. Franchisee shall maintain
records of the date and place of mailing of bills.
B. Every Subscriber with a current account balance sending payment directly to
Franchisee shall be given at least twenty (20) days from the date statements are mailed to the
Subscriber until the payment due(late.
C. A specific due date shall be listed on the bill of every Subscriber whose account is
current. Delinquent accounts may receive a bill which lists the due date as upon receipt;
however, the current portion of that bill shall not be considered past due except in accordance
with Subsection 6.13. above.
D. Any Subscriber who, in good faith, disputes all or part of any bill shall have the
option of withholding the disputed amount without disconnect or late fee being assessed until the
dispute is resolved provided that:
(1) The Subscriber pays all undisputed charges,
The Subscriber provides notification of the dispute to Franchisee within
five (5) days prior to the due date; and
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(3) The Subscriber cooperates in determining the accuracy and/or
appropriateness of the charges in dispute.
(4) It shall be within Franchisee's sole discretion to determine when the
dispute has been resolved.
E. Under Normal Operating Conditions, Franchisee shall initiate investigation and
resolution of all billing complaints received from Subscribers within five (5) business days of
receipt of the complaint. Final resolution shall not be unreasonably delayed.
F. Franchisee shall provide a telephone number and address on the bill for
Subscribers to contact Franchisee.
G. Franchisee shall forward a copy of any Cable Service related billing inserts or
other mailing sent to Subscribers to the City upon request.
H. Franchisee shall provide all Subscribers with the option of paying for Cable
Service by check or an automatic payment option where the amount of the bill is automatically
deducted from a checking account designated by the Subscriber. Franchisee may in the future, at
its discretion, permit payment by using a major credit card on a preauthorized basis. Based on
credit history, at the option of Franchisee, the payment alternative may be limited.
SECTION 7: DEPOSITS, REFUNDS AND CREDITS
A. Franchisee may require refundable deposits from Subscribers with 1) a poor credit
or poor payment history, 2) who refuse to provide credit history information to Franchisee, or 3)
who rent Subscriber equipment from Franchisee, so long as such deposits are applied on a non-
discriminatory basis. The deposit Franchisee may charge Subscribers with poor credit or poor
payment history or who refuse to provide credit information may not exceed an amount equal to
an average Subscriber's monthly charge multiplied by six (6). The maximum deposit Franchisee
may charge for Subscriber equipment is the cost of the equipment which Franchisee would need
to purchase to replace the equipment rented to the Subscriber.
B. Franchisee shall refund or credit the Subscriber for the amount of the deposit
collected for equipment, which is unrelated to poor credit or poor payment history, after one year
and provided the Subscriber has demonstrated good payment history during this period.
Franchisee shall pay interest on other deposits if required law.
C. Under Normal Operating Conditions, refund checks will be issued within next
available billing cycle following the resolution of the event giving rise to the refund, (e.g.
equipment return and final bill payment).
Redlands
35
S(�atfle-336445.5 0010932-00100
D. Credits for Cable Service will be issued no later than the Subscriber's next
available billing cycle, following the determination that a credit is warranted, and the credit is
approved and processed.. Such approval and processing shall not be unreasonably delayed.
E. Bills shall be considered paid when appropriate payment is received by
Franchisee or its authorized agent. Appropriate time considerations shall be included in
Franchisee's collection procedures to assure that payments due have been received before late
notices or termination notices are sent.
SECTION 8: RATES, FEES AND CHARGES
A. Franchisee shall not, except to the extent expressly permitted by law, impose any
fee or charge for Service Calls to a Subscriber's premises to perform any repair or maintenance
work related to Franchisee equipment necessary to receive Cable Service, except where such
problem is caused by a negligent or wrongful act of the Subscriber (including, but not limited to
a situation in which the Subscriber reconnects Franchisee equipment incorrectly) or by the
failure of the Subscriber to take reasonable precautions to protect Franchisee's equipment (for
example, a dog chew).
B. Franchisee shall provide reasonable notice to Subscribers of the possible
assessment of a late fee on bills or by separate notice.
SECTION 9: DISCONNECTION/DENIAL OF SERVICE
A. Franchisee shall not terminate Cable Service for nonpayment of a delinquent
account unless Franchisee mails a notice of the delinquency and impending termination prior to
the proposed final termination. The notice shall be mailed to the Subscriber to whom the Cable
Service is billed. The notice of delinquency and impending termination may be part of a billing
statement.
B. Cable Service terminated in error must be restored without charge within twenty-
four (24) hours of notice. If a Subscriber was billed for the period during which Cable Service
was terminated in error, a credit shall be issued to the Subscriber if the Service Interruption was
reported by the Subscriber.
C. Nothing in these standards shall limit the right of Franchisee to deny Cable
Service for non-payment of previously provided Cable Services, refusal to pay any required
deposit, theft of Cable Service, damage to Franchisee's equipment, abusive and/or threatening
behavior toward Franchisee's employees or representatives, or refusal to provide credit history
information or refusal to allow Franchisee to validate the identity, credit history and credit
worthiness via an external credit agency.
D. Charges for cable service will be discontinued at the time of the requested
termination of service by the subscriber, except equipment charges may by applied until
equipment has been returned. No period of notice prior to requested termination of service can
Redlands 36
Seattle-3336445.5 0010932-00100
be required of Subscribers by Franchisee. No charge shall be imposed upon the Subscriber for or
related to total disconnection of Cable Service or for any Cable Service delivered after the
effective date of the disconnect request, unless there is a delay in returning Franchisee equipment
or early termination charges apply pursuant to the Subscriber's service contract. if the
Subscriber fails to specify an effective date for disconnection, the Subscriber shall not be
responsible for Cable Services received after the day following the date the disconnect request is
received by Franchisee. For purposes of this subsection, the term "disconnect" shall include
Subscribers who elect to cease receiving Cable Service from Franchisee and to receive Cable
Service or other multi-channel video service from another Person or entity.
SECTION 10: COMMUNICATIONS WITH SUBSCRIBERS
A. All Franchisee personnel, contractors and subcontractors contacting Subscribers
or potential Subscribers outside the office of Franchisee shall wear a clearly visible identification
card bearing their name and photograph. Franchisee shall make reasonable effort to account for
all identification cards at all times. In addition, all Franchisee representatives shall wear
appropriate clothing while working at a Subscriber's premises. Every set-vice vehicle of
Franchisee and its contractors or subcontractors shall be clearly identified as such to the public.
Specifically, Franchisee vehicles shall have Franchisee's logo plainly visible. The vehicles of
those contractors and subcontractors working for Franchisee shall have the contractor's /
subcontractor's name plus markings (such as a magnetic door sign) indicating they are under
contract to Franchisee.
B. All contact with a Subscriber or potential Subscriber by a Person representing
Franchisee shall be conducted in a courteous manner.
C. Franchisee shall send annual notices to all Subscriber informing them that any
complaints or inquiries not satisfactorily handled by Franchisee may be referred to the City.
D. All notices identified in this Section shall be by either:
(1) A separate document included with a billing statement or included on the
portion of the monthly bill that is to be retained by the Subscriber; or
(2) A separate electronic notification
E. Franchisee shall provide reasonable notice to Subscribers and to the City of any
pricing changes or additional changes (excluding sales discounts, new products or offers) and,
subject to the foregoing, any changes in Cable Services, including channel line-ups. Such notice
must be given to Subscribers and to the City a minimum of thirty (30) days in advance of such
changes if within the control of Franchisee. The copy of the notice provided to the City shall
state how and where the notice was or will be given to Subscribers.
F. Franchisee shall provide information to all Subscribers about each of the
following items at the time of installation of Cable Services, annually to all Subscribers, at any
Redlands 37
Seattle-3336445.5 0010932-00100
time upon request, and, subject to Subsection 1O.E., at least thirty ('10) days prior to making
significant changes in the information required by this Section if within the control of
Franchisee:
(1) Products and Cable Service offered;
(2) Prices and options for Cable Services and condition of subscription to
Cable Services. Prices shall include those for Cable Service options, equipment rentals, program
guides, installation, downgrades, late fees and other fees charged by Franchisee related to Cable
Service;
(3) Installation and maintenance policies including, when applicable,
information regarding the Subscriber's in-home wiring rights during the period Cable Service is
being provided;
(4) Channel positions of Cable Services offered on the Cable Svstern,
(5) Complaint procedures, including the name, address and telephone number
of the City, but with a notice advising the Subscriber to initially contact Franchisee about all
complaints and questions-,
(6) Procedures for requesting Cable Service credit;
(7) The availability of a parental control device;
('8) Franchisee practices and procedures for protecting against invasion of
privacy; and
(9) The address and telephone number of Franchisee's office to which
complaints may be reported.
A copy of notices required in this Subsection IOR will be given to the City at least
fifteen (15) days prior to distribution to subscribers if the reason for notice is due to a change that
is within the control of Franchisee and as soon as possible if not with the control of Franchisee.
G. Notices of changes in rates shall indicate the Cable Service new rates and old
rates, if applicable.
H. Notices of changes of Cable Services and/or Channel locations shall include a
description of the new Cable Service, the specific channel location, and the hours of operation of
the Cable Service if the Cable Service is only offered on a part-time basis. In addition, should
the channel location, hours of operation, or existence of other Cable Services be affected by the
introduction of a new Cable Service, such information must be included in the notice.
1. Every notice of termination of Cable Sen ice shall include the following
information:
Redlands 38
Scattle-3136445-5 001093'-00100
(1) The name and address of the Subscriber whose account is delinquent*.
(2) The amount of the delinquency for all services billed;
(3) The date by which payment is required in order to avoid termination of
Cable Service; and
(4) The telephone number for Franchisee where the Subscriber can receive
additional information about their account and discuss the pending termination.
RM)ands 39
Soo nle-1t33(i,145,5 0010932-00100
EXHIBIT C
Performance Bond
Bond No,
KNOW ALL MEN BY THESE PRESENTS: That (name & address) (hereinafter called the
Principal), and (name and address) (hereinafter called the Surety), a corporation duly organized
under the laivs oJ' the State of (state), are held and firmly bound unto (name & address)
(hereinafter called the Obligee), in the All and just sum of Dollars
($_), the payment qf'which sum, well and truly to be made, the said Principal and
Surety bind themselves, their heirs, administrators, executors, and assigns,jointly and severally,
firmly by these presents.
WHEREAS, the Principal and Obligee have entered into a Franchise Agreement dated
whichis hereby referred to and made a part hereof.
WHEREAS, said Principal is required to perform certain obligations-under said Agreement.
WHEREAS, the Obligee has agreed to accept this bond as security against default by Principal
of performance of its obligations under said Agreement during the time period this bond is in
effect.
NOW, THEREFORE,THE CONDITION OF THIS OBLIGATION IS SUCH that if
the Principal shall perform its obligations under said Agreement, then this obligation shall be
void, otherwise to remain in full force and effect, unless otherwise terminated, cancelled or
expired as hereinafter provided.
PROVIDED HOWEVER, that this bond is executed subject to the following express provisions
and conditions:
I. In the event of default by the Principal, Obligee shall deliver to Surety a written statement
of the details of such default within 30 days after the Obligee shall learn of the same,
such notice to be delivered by certified mail to address of said Surety as stated herein.
2. This Bond shall be effective , 20_, and shall remain in full force and
effect thereafter for a period of one year and will automatically extend for additional one
year periods from the expiry date hereof, or any future expiration date, unless the Surety
provides to the Obligee not less than sixty (60) days advance written notice of its intent
not to renew this Bond or unless the Bond is earlier canceled pursuant to the following.
This Bond may be canceled at any time upon sixty(60) days advance written notice from
the Surety to the Obligee.
Bond No.
40
Seattle_3136445.5 00 10912-00100
I Neither cancellation, termination nor refusal by Surety to extend this bond, nor inability
of Principal to file a replacement bond or replacement security for its obligations under
said Agreement, shall constitute a loss to the Obligee recoverable under this bond.
4. No claim, action, suit or proceeding shall be instituted against this bond unless same be
brought or instituted and process served within one year after termination or cancellation
of this bond.
5. No right of action shall accrue on this bond for the use of any person, corporation or
entity other than the Obligee named herein or the heirs, executors, administrators or
successors of the Obligee.
6. The aggregate liability of the surety is limited to the penal sum stated herein regardless of
the number of years this bond remains in force or the amount or number of claims
brought against this bond.
7. This bond is and shall be construed to be strictly one of suretyship only. If any conflict
or inconsistency exists between the Surety's obligations as described in this bond and as
may be described in any underlying agreement, permit, document or contract to which
this bond is related, then the terms of this bond shall supersede and prevail in all respects.
This bond shall not bind the Surety unless it is accepted by the Obligee by signing below.
IN WITNESS WHEREOF, the above bounded Principal and Surety have hereunto signed and
sealed this bond effective this __day of__, 2006.
Principal Surety
By: By: Attorney-in-Fact
Accepted by Obligee: (Signature&date above- Print Name,Title below)
Redlands 41
Seattle-*33€445.5 1)010932-(74 100
EXHIBIT D
REDLANDS. CA
SAMPLE FRANCHISE FEE SCHEDULE/REPORT
For the Quarter Ending: Total Service Subscribers:
Month 1 Month 2 Month 3
1 Monthly Recurring Cable Service Charges
(e.g., Basic, Expanded Basic, Premium and Equipment Rental)
2 Usage Based Charges
(e-c
j- Pay-Per-view, Video-On-Clemand, Installation)
3 Other Misc.
(e.g., Late Charges, Advertising, Leased Access)
4 Franchise Fees Collected
Less:
1 Other Tax/Fee Collected $ $
2 Uncollectibles/Deferrals
Total Receipts Subject to Franchise Fee Calculation
Franchise Fee Rate 5%
Franchise Fee Due
Quarter Franchise
Re(Ilwi&s
42
Se�tttic-3330-145.i 0010932-00100
Franchise Bond
Bond No. 104813306
KNOW ALL MEN BY THESE PRESENTS: That Verizon California Inc., 112 Lakeview
Canyon Road, Thousand Oaks CA 91362 (hereinafter called the Principal), and Travelers
Casualty and Surety Company of America, One Tower Square—2SHS, Hartford, CT 06183
(hereinafter called the Surety a corporation duly organized under the laws of the State of CT, are
held and firmly bound unto City of Redlands (hereinafter called the Obligee),in the full and just
sum of Ten Thousand and 00/100 Dollars 010000.00), the payment of which sum,well and truly
to be made, the said Principal and Surety bind themselves, their heirs, administrators, executors, and
assigns, Jointly and severally, firmly by these presents.
WHEREAS, the Principal and Obligee have entered into a Franchise Agreement dated October 3,
2006 which is hereby referred to and made a part hereof.
WHEREAS, said Principal is required to perform certain obligations under said Agreement.
WHEREAS, the Obligee has agreed to accept this bond as security against default by Principal of
performance of its obligations under said Agreement during the time period this bond is in effect.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH that if the
Principal shall perform its obligations under said Agreement, then this obligation shall be void,
otherwise to rerrialli in full force and effect, unless otherwise terminated, cancelled or expired as
hereinafter pro\-ided.
PROVIDED HOWEVER, that this bond is executed subject to the following express provisions
and conditions:
1. In the event of default by the Principal, Obligee shall deliver to Surety a written statement of
the details of such default within 30 days after the Obligee shall learn of the same, such
notice to be delivered by certified mail to address of said Surety as stated herein.
2. This Bond shall be effective October 10, 2006, and shall remain in full force and effect
thereafter for a period of one year and will automatically extend for additional one year
periods from the expiry date hereof, or any future expiration date, unless the Surety provides
to the (.)bllgee not less than sixty (60) days advance written notice of its intent not to renew
this Bond or unless the Bond is earlier canceled pursuant to the following. This Bond may
be canceled at any time upon sixty (60) days advance written notice from the Surety to the
Obligee.
3. Neither cancellation, termination not refusal by Surety to extend this bond, nor inability of
Principal to File a replacement bond or replacement security for its obligations under said
.,�grecrneiit, shall constitute .1 loss to the Obligee recoverable under this bond.
a WARNING:THIS POWER OF ATTORNEY 13 INVALID WITHOUT THE RED BORDER
Alm STPAUL POWER OF ATTORNEY
TRAVELERS Farmington Casualty Company St.Paul Guardian Insurance Company
Fidelity and Guaranty Insurance Company St.Paul Mercury Insurance Company
Fidelity and Guaranty Insurance Underwriters,Inc. Travelers Casualty and Surety Company
Seaboard Surety Company Travelers Casualty and Surety Company of America
St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company
Attorney-In Fact No. 215379 Certificate No. 001043715
KNOW ALL MEN BY THESE PRESENTS.That Seaboard Surety Company is a corporation duly organized under the laws of the State of New York,that St.Paul
Fire and Marine Insurance Company,St,Paul Guardian Insurance Company and St.Paul Mercury Insurance Company are corporations duly organized under the laws
of the State of Minnesota,that Farmington Casualty Company,Travelers Casualty and Surety Company,and Travelers Casualty and Surety Company of America are
corporations duly organized under the laws of the State of Connecticut,that United States Fidelity and Guaranty Company is a corporation duly organized under the
laws of the State of Maryland,that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa,and that Fidelity and
Guaranty Insurance Underwriters,Inc.is a corporation duly organized under the laws of the State of Wisconsin(herein collectively called the"Companies"),and that
the Companies do hereby make,constitute and appoint
John Haase,Erin M.Margelis,Don'Voorhees,and Adriana Walenzuela
of the City of Washington State of D.C. _
----- ,their true and lawful Attomey(s)-in-Fact,
each in their separate capacity if more than one is named above,to sign,execute,seal and acknowledge any and all bonds,recognizances,conditional undertakings and
other writings obligatory in the nature thereof on behalf of the Companies in their business of,guaranteeing the fidelity of persons,guaranteeing the performance of
contracts and executin or guaranteeing bonds and undertakin s rextuired ar pe t m a ons o eedings allowed by law.
The authority grardZ hereunder to sign,execute,seal andgacknowled e t ' d, zance,conditional undertaking,and other
writing obligatory in the nature thereof is limited to the sum of TW I L R& ,000.00)per bond.
29th
IN WITNF'SS V HEREOF,the Cornp�have caused this inst x to e s�ne �id cPr orate seats to be hereto affixed,this_
day of-____,arc 6
Farmington Casualty Cp `\) St.Paul Guardian Insurance Company
Fidelity and Guaranty s ra tip St.Paul Mercury Insurance Company
Fidelity and Guaranty Insu�e%?nderw ers,Ine. Travelers Casualty and Surety Company
Seaboard Surety Company Travelers Casualty and Surety Company of America
St.Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company
+���}}C,' � L �f-BRPOR�}f•,: {Y�'L'�Oli9)F f,s �� �
NARrwfA t 7
cow
OFnt�Vt �'✓.xG£ is�k�(d� t$........� yt *�y
State of Connecticut By,
City of Hartford ss. rge W crmpsrrn.Sen' Vic President
29th March 2006
On this the day of ,before me personally appeared George W.Thompson,who acknowledged himself
to he the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance Underwriters,Inc.,
Seaboard Surety Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St, Paul Mercury Insurance Company,Travelers
Casualty and Surety Company,Travelers Casualty and Surety Company of America,and United States Fidelity and Guaranty Company, and that he,as such,being
authorized so to do,executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer.
In Witness Whereof.1 hereunto set my hand and officialseal,
My Commission expires the Toth day of lune,2011. Marin C letreaulr,Notary Publicw —
68440-6-06 Printed in U.&A.
WARNtW:TNI$POWER OF AT-d'C)RWY IS lIV1&W tni(THOt1T THE RED BORDER
This Power of Attorney is granted ander and by the authority of the following resolutions adopted by the Boards of Directors ofFarmington Casual Com
and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters,Inc., Seaboard Surety Company, St.Paul Fire ttagtid Marine�e Company,
St Paul Guardian Insurance Company,St.Paul Mercury Insurance Company,Travelers Casualty and Surety Company,Travelers Casualty and Surety Company of
America,and United States Fidelity and Guaranty Company,which resolutions are now in full farce and effect,reading as follows:
RESOL"W,that the Chairman,the President,any Vire Chawman,arty Executive Vice President,any Senior Vice President,any Vice President,any Second Vice
President,the n""'M any Assistant Treasurer,the CMPOrate Secretary or any Assistant Secretary may appoint Attorneys-in-Fart and Agents to act for and on behalf
of the Company and may give such appomee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the
Company's seat bonds,recogntzant<es,contracts of mderrmi%and other Writings obligatory in the nature of a bond,recognizance,or conditional undertaking,aril any
of said officers or the Hoard of Directors at any time may remove any such appointee and revoke the plower given him or Ines,and it is
FURTHER RESOLVEII,that the C haitmari,the Prtsident,any Vice Chapman,any Executive Vice,President,any Senior Vice President or any Vice President may
delegate all or any part of the foregoing authtrity to one or more officers Or eanPloyees of this CompaFty;provided that each such delegation is in writing and a copy
thereof is filed in the office of the Secretary,and it is
FURTHER RESOLNIM,that any band,recognizance,contract of mf=W%or writing obligatory in the naturae of a bond;recognizance,or v u ditiond undertaking
shell be valid and bidding upon the Company when(a)signed by the President,any Vice Chairman,any Executive Vice President,any Senior Vice President or any Vice
President,any Second We President,the Treasurer;any Assistant Treasures,the Corporate Secretary or any Assistant Secreta ilii
Company's seal by a Secretary or Assistant Secretary;or(b)duly executed(under seal;if one or more n- �attested and stain!with the
required)by Attorneys-in-Fact and Agents pursuant to the power'
prescribed in his or her certificate or their certificates of ttuthnority or by OW or more Company officers pursuant to a written delegation of authority; and it is
FURTHER'RESOLD,that the signature of each of the following officers:President,any Executive Vice President,any Senior Vice President,any Vice President,
any Assistant Vice President,any Secretary,any Assistant Secretary,and the seat of the Company may be affixed by facsimile to any power of attorney or to any certificate
relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-m Fact for purposes only of executing and attesting bonds and
undertakings and other writings obligatory in the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be
valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the
Company in the future with respect to any bond or understanding to which it is attached.
L Kori M.Johanson,the undersigned,Assistant Secretary,of Farmington Casualty Company,Fidelity and Guaranty Insurance Company,Fidelity and Guaranty Insurance
Underwriters, Inc., Seaboard Surety Company, St Paul Fire and Marine insuranqr.C,pmpaniX,St. Paul Guardian Insurance Company, St. Paul Mercury Insurance
Company,Travelers Casualty and Surety Company,Travelers Casualty and Su% onnp 4AAm ' d United States Fidelity and Guaranty Company do hereby
certify that the above and foregoing is a true and correct ropy of the Poweorae smpanies which is in fill force and effect and has not been
revoked. qk :N t' is
INN
+C� 4
IN TESTIMONY WHEREOF,I have hereunto act my harmo n tins day of WTI u Zp
`� _ Kori M.r Assistant Secretary
0 441 41�
lost
* t;6kL; t glglElr, 0M t #
a i iIiiio the authenticity of this Prower of Attorney,call d-800-421-3880 or contact us at wwwsega uttravelc sbcnad cod Please refer to the Atter-In-Fact number,
the above-natrsed individuals and the details of the band to which the power is attached.
f
jr
•••« ..r rer�nn�cv tc rutvet to Wn+fOUT THE RED BORDER
Bond No. 104813306
4, No claim, action, suit or Proceeding shall be instituted against this bond unless same be
brought or instituted and process served within one year after termination or cancellation of
this bond.
5. No right of action shall accrue on this bond for the use of any person, corporation or entity
other than the Obligee named herein or the heirs, executors,administrators or successors of
the Obhgee.
6. The aggregate liability of the surety is limited to the penal sum stated herein regardless of the
number of years this bond remains in force or the amount or number of claims brought
against this bond.
This bond is and shall be construed to be strictly one of suretyship only. If any conflict or
inconsistency- exists between the Surety's obligations as described in this bond and as may be
described in any underlying agreement, pert-nit, document or contract to which this bond is related,
tl-ieti the terms of this bond shall supersede and prevail in all respects.
This bond shall not bind the Surety unless it is accepted by the Obligee by signing below.
IN WITNESS WHEREOF, the above bounded Principal,and Surety have hereunto signed and
sealed this bond effective this, 10th day of October, 2006.
Verizon California Inc. Travelers Casualty and Surety Company of
America
a
Bv:
B v: L� I�ftee
Erin M. Margeh -A ey-4act
Accepted by Obligee:
gnature& date above - Print Name,Title below)
ion Harrison, Mayor of the City of Redlands
ATTEST:
Lor,olie, Povzer/ -1Y) -('1(>rk