Chapter 5.24
FALCON TELECABLE FRANCHISE
Sections:
5.24.040 Indemnification and insurance.
5.24.060 Service availability.
5.24.070 Construction and technical standards.
5.24.080 Conditions on right-of-way occupancy.
5.24.100 Transfer of franchise.
5.24.110 Records, reports and maps.
5.24.120 Enforcement or revocation.
5.24.130 Miscellaneous provisions.
5.24.010 Definition of terms.
A. Terms. For the purpose of this franchise the following terms, phrases, words and their derivations shall have the meaning ascribed to them in the Cable Communications Policy Act of 1984, as amended from time to time (the “Cable Act”), unless otherwise defined herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The word “shall” is mandatory and “may” is permissive. Words not defined shall be given their common and ordinary meaning.
1. “Cable system,” “cable service,” and “basic cable service” shall be defined as set forth in the Cable Act.
2. “Board/council” shall mean the governing body of the grantor.
3. “Cable Act” shall mean the Cable Communication Policy Act of 1984, as amended, 47 U.S.C. §§ 521, et seq.
4. “FCC” shall mean the Federal Communications Commission and any successor governmental entity thereto.
5. “Franchise” shall mean the nonexclusive rights granted pursuant to this franchise to construct, operate and maintain a cable system along the public ways within all or a specified area in the service area.
6. “Gross revenue” means any revenue, as determined in accordance with generally accepted accounting principles, actually received by grantee from subscribers residing within the service area for cable services purchased by such subscribers on a regular, recurring monthly basis. Gross revenues shall not include: (a) any taxes, fees or assessments collected by the grantee from subscribers for pass-through to a government agency, including, without limitation, the FCC user fee, the franchise fee, or any sales or utility taxes; (b) unrecovered bad debt; (c) credits, refunds and deposits paid to subscribers; and (d) any exclusions available under applicable state law.
7. “Person” shall mean an individual, partnership, association, organization, corporation, trust or governmental entity.
8. “Service area” shall mean the geographic boundaries of the grantor, and shall include any additions thereto by annexation or other legal means, subject to the exception in CMC 5.24.060.
9. “State” shall mean the state of Washington.
10. “Right-of-way” shall include each of the following located within the service area: public streets, roadways, highways, bridges, land paths, boulevards, avenues, lanes, alleys, sidewalks, circles, drives, easements, rights-of-way and similar public ways and extensions and additions thereto, including but not limited to public utility easements, dedicated utility strips, or rights-of-way dedicated for compatible uses now or hereafter held by the grantor in the service area, which shall entitle the grantee to the use thereof for the purpose of installing, operating, repairing and maintaining the cable system.
11. “Subscriber” shall mean any person lawfully receiving cable service from the grantee. (Ord. 1576 NS § 1, 2016).
5.24.020 Grant of franchise.
A. Grant. The grantor hereby grants to the grantee a nonexclusive franchise which authorizes the grantee to erect, construct, operate and maintain in, upon, along, across, above, over and under the right-of-way, now in existence and as may be created or established during its terms, any poles, wires, cable, underground conduits, manholes, and other conductors and fixtures necessary for the maintenance and operation of a cable system. Nothing in this franchise shall be construed to prohibit the grantee from offering any service over its cable system that is not prohibited by federal, state or local law.
B. Term. The franchise and the rights, privileges and authority hereby granted shall be for an initial term of 10 years, commencing on the effective date of this franchise as set forth in CMC 5.24.130(J).
C. Police Powers and Conflicts with Franchise. The grantee agrees to comply with the terms of any lawfully adopted generally applicable local ordinance necessary to the safety, health, and welfare of the public, to the extent that the provisions of the ordinance do not have the effect of limiting the benefits or expanding the obligations of the grantee that are granted by this franchise. This franchise is a contract and, except as to those changes which are the result of the grantor’s lawful exercise of its general police power, the grantor may not take any unilateral action which materially changes the explicit mutual promises in this contract. Any changes to this franchise must be made in writing signed by the grantee and the grantor. In the event of any conflict between this franchise and any grantor ordinance or regulation that is not generally applicable, this franchise shall control.
D. Cable System Franchise Required. No cable system shall be allowed to occupy or use the streets or public rights-of-way of the service area or be allowed to operate without a cable system franchise. (Ord. 1576 NS § 2, 2016).
5.24.030 Franchise renewal.
A. Procedures for Renewal. The grantor and the grantee agree that any proceedings undertaken by the grantor that relate to the renewal of the grantee’s franchise shall be governed by and comply with the provisions of Section 626 of the Cable Act, or any such successor statute. (Ord. 1576 NS § 3, 2016).
5.24.040 Indemnification and insurance.
A. Indemnification. The grantee shall, by acceptance of the franchise granted herein, defend the grantor, its officers, boards, commissions, agents, and employees for all claims for injury to any person or property caused by the negligence of grantee in the construction or operation of the cable system and in the event of a determination of liability shall indemnify and hold grantor, its officers, boards, commissions, agents, and employees harmless from any and all liabilities, claims, demands, or judgments growing out of any injury to any person or property as a result of the negligence of grantee arising out of the construction, repair, extension, maintenance, operation or removal of its wires, poles or other equipment of any kind or character used in connection with the operation of the cable system; provided, that the grantor shall give the grantee written notice of its obligation to indemnify the grantor within 10 days of receipt of a claim or action pursuant to this section. In the event any such claim arises, the grantor shall tender the defense thereof to the grantee and the grantee shall have the right to defend, settle or compromise any claims arising hereunder and the grantor shall cooperate fully herein. If the grantor determined in good faith that its interests cannot be represented by the grantee, the grantee shall be excused from any obligation to represent the grantor. Notwithstanding the foregoing, the grantee shall not be obligated to indemnify the grantor for any damages, liability or claims resulting from the willful misconduct or negligence of the grantor or for the grantor’s use of the cable system.
B. Insurance.
1. The grantee shall maintain throughout the term of the franchise insurance in amounts at least as follows:
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Workers’ Compensation |
Statutory Limits |
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Commercial General Liability |
$1,000,000 per occurrence, Combined Single Limit (C.S.L.) |
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$2,000,000 General Aggregate |
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Auto Liability including coverage on all owned, non-owned hired autos |
$1,000,000 per occurrence C.S.L. |
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Umbrella Liability |
$1,000,000 per occurrence C.S.L. |
2. The grantor shall be added as an additional insured, arising out of work performed by charter, to the above commercial general liability, auto liability and umbrella liability insurance coverage.
3. The grantee shall furnish the grantor with current certificates of insurance evidencing such coverage upon request. (Ord. 1576 NS § 4, 2016).
5.24.050 Service obligations.
A. No Discrimination. Grantee shall not deny service, deny access, or otherwise discriminate against subscribers, channel users, or general citizens on the basis of race, color, religion, national origin, age or sex.
B. Privacy. The grantee shall fully comply with the privacy rights of subscribers as contained in Cable Act Section 631 (47 U.S.C. § 551). (Ord. 1576 NS § 5, 2016).
5.24.060 Service availability.
A. Service Area. The grantee shall continue to provide cable service to all residences within the service area where grantee currently provides cable service. Grantee shall have the right, but not the obligation, to extend the cable system into any other portion of the service area, including annexed areas. Cable service offered to subscribers pursuant to this franchise shall be conditioned upon grantee having legal access to any such subscriber’s dwelling unit or other units wherein such cable service is provided.
B. New Development Underground. In cases of new construction or property development where utilities are to be placed underground, the grantor agrees to require as a condition of issuing a permit for open trenching to any developer or property owner that such developer or property owner give grantee at least 30 days’ prior written notice of such construction or development, and of the particular dates on which open trenching will be available for grantee’s installation of conduit, pedestals and/or vaults, and laterals to be provided at grantee’s expense. Grantee shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring service to the development shall be borne by the developer or property owner; except that if grantee fails to install its conduit, pedestals and/or vaults, and laterals within five working days of the date the trenches are available, as designated in the written notice given by the developer or property owner, then should the trenches be closed after the five-day period, the cost of new trenching is to be borne by grantee.
C. Annexation. The grantor shall promptly provide written notice to the grantee of its annexation of any territory which is being provided cable service by the grantee or its affiliates. Such annexed area will be subject to the provisions of this franchise upon 60 days’ written notice from the grantor, subject to the conditions set forth below and in subsection (A) of this section. The grantor shall also notify grantee in writing of all new street address assignments or changes within the service area. Grantee shall, within 90 days after receipt of the annexation notice, pay the grantor franchise fees on revenue received from the operation of the cable system to provide cable services in any area annexed by the grantor if the grantor has provided a written annexation notice that includes the addresses that will be moved into the service area in an Excel format or in a format that will allow grantee to change its billing system. If the annexation notice does not include the addresses that will be moved into the service area, grantee shall pay franchise fees within 90 days after it receives the annexed addresses as set forth above. All notices due under this section shall be sent by certified mail, return receipt requested, to the addresses set forth in CMC 5.24.130(E) with a copy to the director of government relations. In any audit of franchise fees due under this franchise, grantee shall not be liable for franchise fees on annexed areas unless and until grantee has received notification and information that meets the standards set forth in this section. (Ord. 1576 NS § 6, 2016).
5.24.070 Construction and technical standards.
A. Compliance with Codes. All construction practices and installation of equipment shall be done in accordance with all applicable sections of the National Electric Safety Code. All work performed within the city of Colville rights-of-way must be done in accordance with all city ordinances applicable to construction, operation or maintenance of the cable system in the service area; provided, that such codes are applied in a competitively neutral and nondiscriminatory manner by the grantor as to other similarly situated users of the rights-of-way.
B. Construction Standards and Requirements. All of the grantee’s plant and equipment, including but not limited to the antenna site, head end and distribution system, towers, house connections, structures, poles, wire, cable, coaxial cable, fixtures and appurtenances, shall be installed, located, erected, constructed, reconstructed, replaced, removed, repaired, maintained and operated in accordance with good engineering practices and performed by experienced maintenance and construction personnel.
C. Safety. The grantee shall at all times employ ordinary care and shall use commonly accepted methods and devices preventing failures and accidents which are likely to cause damage.
D. Network Technical Requirements. The cable system shall be designed, constructed and operated so as to meet those technical standards adopted by the FCC relating to cable systems contained in Part 76 of the FCC’s rules and regulations as may be amended from time to time, regardless of the transmission technology utilized.
E. Performance Monitoring. Grantee shall test the cable system consistent with the FCC regulations. (Ord. 1576 NS § 7, 2016).
5.24.080 Conditions on right-of-way occupancy.
A. General Conditions. Grantee may use existing poles, conduits and other facilities whenever possible, and shall not construct or install any new, different, or additional poles, conduits, or other facilities on public property without obtaining all legally required permits or approval of the grantor.
B. Underground Construction. The facilities of the grantee shall be installed underground in those service areas where existing telephone and electric services are both underground at the time of system construction. In areas where either telephone or electric utility facilities are installed aerially at the time of system construction, the grantee may install its facilities aerially with the understanding that at such time as the existing aerial facilities are required to be placed underground by the grantor, the grantee shall likewise place its facilities underground on similar terms and conditions.
C. Construction Codes and Permits. Grantee shall obtain all legally required permits before commencing any work requiring a permit, including the opening or disturbance of any right-of-way within the service area. The grantor shall cooperate with the grantee in granting any permits required, providing such grant and subsequent construction by the grantee shall not unduly interfere with the use of such right-of-way. The grantee shall adhere to all building and zoning codes currently or hereafter applicable to construction, operation or maintenance of the cable system in the service area; provided, that such codes are of general applicability and such codes are uniformly and consistently applied by the grantor as to other public utility companies and other entities operating in the service area.
D. System Construction. All transmission lines, equipment and structures shall be so installed and located as to cause minimum interference with the rights and reasonable convenience of property owners and at all times shall be kept and maintained in a safe, adequate and substantial condition, and in good order and repair. The grantee shall, at all times, employ ordinary care and use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries, or nuisances to the public. Suitable barricades, flags, lights, flares or other devices shall be used at such times and places as are reasonably required for the safety of all members of the public. Any poles or other fixtures placed in any public way by the grantee shall be placed in such a manner as not to interfere with the usual travel on such public way.
E. Restoration of Public Rights-of-Way. Grantee shall, at its own expense, restore any damage or disturbance caused to the public way as a result of its operation, construction, or maintenance of the cable system to a condition reasonably comparable to the condition of the right-of-way immediately prior to such damage or disturbance.
F. Removal in Emergency. Whenever, in case of fire or other disaster, it becomes necessary in the judgment of the grantor to remove any of the grantee’s facilities, no charge shall be made by the grantee against the grantor for restoration and repair, unless such acts amount to gross negligence by the grantor.
G. Tree Trimming. Grantee or its designee shall have the authority to trim trees on public property at its own expense as may be necessary to protect its wires and facilities.
H. Relocation for the Grantor. The grantee shall, upon receipt of reasonable advance written notice, to be not less than 10 business days, protect, support, temporarily disconnect, relocate, or remove any property of grantee when lawfully required by the grantor pursuant to its police powers. Grantee shall be responsible for any costs associated with these obligations to the same extent all other users of the grantor rights-of-way are responsible for the costs related to the relocation of their facilities.
I. Relocation for a Third Party. The grantee shall, on the request of any person holding a lawful permit issued by the grantor, protect, support, raise, lower, temporarily disconnect, relocate in or remove from the right-of-way as necessary any property of the grantee; provided, that the expense of such is paid by any such person benefiting from the relocation and the grantee is given reasonable advance written notice to prepare for such changes. The grantee may require such payment in advance. For purposes of this subsection, “reasonable advance written notice” shall be no less than 10 business days in the event of a temporary relocation and no less than 120 days for a permanent relocation.
J. Reimbursement of Costs. If funds are available to any person using the right-of-way for the purpose of defraying the cost of any of the foregoing, the grantor shall reimburse the grantee in the same manner in which other persons affected by the requirement are reimbursed. If the funds are controlled by another governmental entity, the grantor shall make application for such funds on behalf of the grantee.
K. Emergency Use. If the grantee provides an emergency alert system (“EAS”), then the grantor shall permit only appropriately trained and authorized persons to operate the EAS equipment and shall take reasonable precautions to prevent any use of the grantee’s cable system in any manner that results in inappropriate use thereof, or any loss or damage to the cable system. The grantor shall hold the grantee, its employees, officers and assigns harmless from any claims or costs arising out of use of the EAS, including, but not limited to, reasonable attorneys’ fees and costs. (Ord. 1576 NS § 8, 2016).
5.24.090 Service and rates.
A. Phone Service. The grantee shall maintain a toll-free telephone number and a phone service operated such that complaints and requests for repairs or adjustments may be received at any time.
B. Notification of Service Procedures. The grantee shall furnish each subscriber, at the time service is installed, written instructions that clearly set forth information concerning the procedures for making inquiries or complaints, including the grantee’s name, address and local telephone number. Grantee shall give the grantor 30 days’ prior notice of any rate increases, channel lineup or other substantive service changes.
C. Rate Regulation. Grantor shall have the right to exercise rate regulation to the extent authorized by law, or to refrain from exercising such regulation for any period of time, at the sole discretion of the grantor. If and when exercising rate regulation, the grantor shall abide by the terms and conditions set forth by the FCC.
D. Continuity of Service. It shall be the right of all subscribers to continue receiving cable service insofar as their financial and other obligations to the grantee are honored, and subject to grantee’s rights under CMC 5.24.130(A).
E. Service to Public Buildings. Grantee shall provide, without charge, one outlet and equipment of basic cable service to the Colville Fire Hall (293 E. 1st, Colville, WA 99114) and the Colville Street Department (1051 N. Lincoln, Colville, WA 99114). The cable service provided pursuant to this section shall not be used for commercial purposes and such outlets shall not be located in areas open to the public. The grantor shall take reasonable precautions to prevent any inappropriate use of or loss or damage to the grantee’s cable system.
F. Cable in the Classroom. Grantee participates in Cable in the Classroom, an industry program, to provide, without charge, one outlet and equipment for basic and expanded cable service to all elementary and secondary public school instructional buildings and public library buildings within the service area and located within 125 feet of grantee’s distribution plant. (Ord. 1576 NS § 9, 2016).
5.24.100 Transfer of franchise.
A. Franchise Transfer. The franchise granted hereunder shall not be assigned, other than by operation of law or to an entity controlling, controlled by, or under common control with the grantee, without the prior consent of the grantor, such consent not to be unreasonably withheld or delayed. No such consent shall be required, however, for a transfer in trust, by mortgage, by other hypothecation, or by assignment of any rights, title, or interest of the grantee in the franchise or cable system to secure indebtedness. Within 30 days of receiving a request for transfer, the grantor shall notify the grantee in writing of any additional information it reasonably requires to determine the legal, financial and technical qualifications of the transferee. If the grantor has not taken action on the grantee’s request for transfer within 120 days after receiving such request, consent by the grantor shall be deemed given. (Ord. 1576 NS § 10, 2016).
5.24.110 Records, reports and maps.
A. Reports Required. The grantee’s schedule of charges for regular subscriber service, its policy regarding the processing of subscriber complaints, delinquent subscriber disconnect and reconnect procedures and any other terms and conditions adopted as the grantee’s policy in connection with its subscribers shall be filed with the grantor upon request.
B. Records Required. The grantee shall at all times maintain:
1. A record of all written complaints received regarding interruptions or degradation of cable service, which record shall be maintained for one year.
2. A full and complete set of plans, records and strand maps showing the location of the cable system.
C. Inspection of Records. Grantee shall permit any duly authorized representative of the grantor, upon receipt of advance written notice, to examine during normal business hours and on a nondisruptive basis any and all of grantee’s records maintained by grantee as is reasonably necessary to ensure grantee’s compliance with the franchise. Such notice shall specifically reference the subsection of the franchise that is under review so that the grantee may organize the necessary books and records for easy access by the grantor. The grantee shall not be required to maintain any books and records for franchise compliance purposes longer than three years, except for service complaints, which shall be kept for one year as specified above. The grantee shall not be required to provide subscriber information in violation of Section 631 of the Cable Act. The grantor agrees to treat as confidential any books, records or maps that constitute proprietary or confidential information to the extent grantee makes the grantor aware of such confidentiality. If the grantor believes it must release any such confidential books or records in the course of enforcing this franchise, or for any other reason, it shall advise grantee in advance so that grantee may take appropriate steps to protect its interests. Until otherwise ordered by a court or agency of competent jurisdiction, the grantor agrees that, to the extent permitted by state and federal law, it shall deny access to any of grantee’s books and records marked confidential, as set forth above, to any person. (Ord. 1576 NS § 11, 2016).
5.24.120 Enforcement or revocation.
A. Notice of Violation. If the grantor believes that the grantee has not complied with the terms of the franchise, the grantor shall first informally discuss the matter with grantee. If these discussions do not lead to resolution of the problem, the grantor shall notify the grantee in writing of the exact nature of the alleged noncompliance (the “violation notice”).
B. Grantee’s Right to Cure or Respond. The grantee shall have 30 days from receipt of the violation notice to (1) respond to the grantor, contesting the assertion of noncompliance, or (2) to cure such default, or (3) if, by the nature of default, such default cannot be cured within the 30-day period, initiate reasonable steps to remedy such default and notify the grantor of the steps being taken and the projected date that they will be completed.
C. Public Hearing. If the grantee fails to respond to the violation notice received from the grantor, or if the default is not remedied within the cure period set forth above, the board shall schedule a public hearing if it intends to continue its investigation into the default. The grantor shall provide the grantee at least 20 days’ prior written notice of such hearing, which specifies the time, place and purpose of such hearing, notice of which shall be published by the clerk of the grantor in a newspaper of general circulation within the grantor in accordance with CMC 5.24.130(E). The grantee shall have the right to present evidence and to question witnesses. The grantor shall determine if the grantee has committed a violation and shall make written findings of fact relative to its determination. If a violation is found, the grantee may petition for reconsideration before any competent tribunal having jurisdiction over such matters.
D. Enforcement. Subject to applicable federal and state law, in the event the grantor, after the hearing set forth in subsection (C) of this section, determines that the grantee is in default of any provision of the franchise, the grantor may:
1. Seek specific performance of any provision, which reasonably lends itself to such remedy, as an alternative to damages; or
2. Commence an action at law for monetary damages or seek other equitable relief; or
3. In the case of a substantial default of a material provision of the franchise, seek to revoke the franchise itself in accordance with subsection (E) of this section.
E. Revocation.
1. Prior to revocation or termination of the franchise, the grantor shall give written notice to the grantee of its intent to revoke the franchise on the basis of a pattern of noncompliance by the grantee, including one or more instances of substantial noncompliance with a material provision of the franchise. The notice shall set forth the exact nature of the noncompliance. The grantee shall have 60 days from such notice to either object in writing and to state its reasons for such objection and provide any explanation or to cure the alleged noncompliance. If the grantor has not received a satisfactory response from grantee, it may then seek to revoke the franchise at a public hearing. The grantee shall be given at least 30 days’ prior written notice of such public hearing, specifying the time and place of such hearing and stating its intent to revoke the franchise.
2. At the hearing, the board shall give the grantee an opportunity to state its position on the matter, present evidence and question witnesses, after which it shall determine whether or not the franchise shall be revoked. The public hearing shall be on the record and a written transcript shall be made available to the grantee within 10 business days. The decision of the board shall be made in writing and shall be delivered to the grantee. The grantee may appeal such determination to an appropriate court, which shall have the power to review the decision of the board de novo. The grantee may continue to operate the cable system until all legal appeals procedures have been exhausted.
3. Notwithstanding the above provisions, the grantee does not waive any of its rights under federal law or regulation.
4. Upon revocation of the franchise, grantee may remove the cable system from the right-of-way of the grantor, or abandon the cable system in place. (Ord. 1576 NS § 12, 2016).
5.24.130 Miscellaneous provisions.
A. Force Majeure. The grantee shall not be held in default under, or in noncompliance with, the provisions of the franchise, nor suffer any enforcement or penalty relating to noncompliance or default, where such noncompliance or alleged defaults occurred or were caused by circumstances reasonably beyond the ability of the grantee to anticipate and control. This provision includes, but is not limited to, severe or unusual weather conditions, fire, flood, or other acts of God, strikes, work delays caused by failure of utility providers to service, maintain or monitor their utility poles to which grantee’s cable system is attached, as well as unavailability of materials and/or qualified labor to perform the work necessary.
B. Minor Violations. Furthermore, the parties hereby agree that it is not the grantor’s intention to subject the grantee to penalties, fines, forfeitures or revocation of the franchise for violations of the franchise where the violation was a good faith error that resulted in no or minimal negative impact on the subscribers within the service area, or where strict performance would result in practical difficulties and hardship to the grantee which outweigh the benefit to be derived by the grantor and/or subscribers.
C. Action of Parties. In any action by the grantor or the grantee that is mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious and timely manner. Furthermore, in any instance where approval or consent is required under the terms hereof, such approval or consent shall not be unreasonably withheld.
D. Equal Protection. If any other provider of cable services or video services (without regard to the technology used to deliver such services) is lawfully authorized by the grantor or by any other state or federal governmental entity to provide such services using facilities located wholly or partly in the public rights-of-way of the grantor, the grantor shall within 30 days of a written request from grantee modify this franchise to insure that the obligations applicable to grantee are no more burdensome than those imposed on the new competing provider. If the grantor fails to make modifications consistent with this requirement, grantee’s franchise shall be deemed so modified 30 days after the grantee’s initial written notice. As an alternative to the franchise modification request, the grantee shall have the right and may choose to have this franchise with the grantor be deemed expired 30 days after written notice to the grantor. Nothing in this franchise shall impair the right of the grantee to terminate this franchise and, at grantee’s option, negotiate a renewal or replacement franchise, license, consent, certificate or other authorization with any appropriate government entity.
E. Notices. Unless otherwise provided by federal, state or local law, all notices, reports or demands pursuant to this franchise shall be in writing and shall be deemed to be sufficiently given upon delivery to a person at the address set forth below, or by U.S. certified mail, return receipt requested, nationally or internationally recognized courier service such as Federal Express or electronic mail communication to the designated electronic mail address provided below. Grantee shall provide 30 days’ written notice of any changes in rates, programming services or channel positions using any reasonable written means. As set forth above, notice served upon the grantor shall be delivered or sent to:
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Grantor: |
City of Colville 170 S. Oak Colville, WA 99114 |
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Grantee: |
Charter Communications Attn: Director, Government Affairs 222 NE Park Plaza Drive, #231 Vancouver, WA 98684 |
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Copy to: |
Charter Communications Attn: Vice President of Government Affairs 12405 Powerscourt Drive St. Louis, MO 63131 |
F. Notice. Grantor shall make best efforts to provide at least 10 days’ notice to grantee of any upcoming city council action relating to this franchise or to any grant of additional franchises or authorizations to other persons to provide cable services.
G. Severability. If any section, subsection, sentence, clause, phrase, or portion of this franchise is, for any reason, held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions of this franchise.
H. Entire Agreement. This franchise and any exhibits hereto constitute the entire agreement between grantee and the grantor and they supersede all prior or contemporaneous agreements, representations or understandings (whether written or oral) of the parties regarding the subject matter hereof.
I. Administration of Franchise. This franchise is a contract and neither party may take any unilateral action that materially changes the explicit mutual promises and covenants contained herein. Any changes, modifications or amendments to this franchise must be made in writing, signed by the grantor and the grantee. Any determination by the grantor regarding the interpretation or enforcement of this franchise shall be subject to de novo judicial review.
J. Effective Date. The franchise granted herein will take effect and be in full force from such date of acceptance by grantee recorded on the signature page of this franchise (“effective date”). The initial term of this franchise shall expire 10 years from the effective date defined herein, unless extended in accordance with CMC 5.24.020(B) or by the mutual agreement of the parties. If any fee or grant that is passed through to subscribers is required by this franchise, other than the franchise fee, such fee or grant shall go into effect 60 days after the effective date of this franchise. (Ord. 1576 NS § 13, 2016).