At all times during the term of this franchise, franchisee shall comply with all generally applicable laws, ordinances, rules and regulations of the United States of America, the State of Oregon, and the City of Albany, including all agencies and subdivisions thereof. Franchisee shall be subject to the lawful exercise of the police power of the City of Albany and to such reasonable regulations of general applicability as the City may from time to time hereafter by resolution or ordinance provide, insofar as such regulations or ordinances do not materially alter or impair the rights and obligations of franchisee and are adopted pursuant to the lawful police power of the City. No provision of this franchise shall be construed as a waiver of local, State or Federal law, or as a limit of liability.
(Ord. 5815 § 1, 2013)
(1) 
Franchisee shall at all times keep and maintain all of its poles, fixtures, conduits, wires, and its entire system in a good state of repair and shall at all times conduct its operations under this franchise, including installation, construction or maintenance of its facilities, in a safe and workmanlike manner so as not to present a danger to the public or the City.
(2) 
The location, construction, extension, installation, maintenance, removal, and relocation of the facilities of the franchisee shall conform to:
(a) 
The requirements of the State and Federal statutes and regulations adopted pursuant thereto in force at the time of such work; and
(b) 
Such reasonable specifications in force at the time of such work as the City may from time to time adopt.
(3) 
All installations, rearrangements, removals, and lowering or raising of aerial cables or wiring or other apparatus shall be done in conformance with the requirements of the National Electric Safety Code, the laws of the State of Oregon and the ordinance of the City.
(4) 
For the purpose of carrying out subsections (1) and (2) of this section, the City may provide such specifications relating thereto as may be necessary or convenient for public safety or the orderly development of the City. The City may amend and add to such specifications from time to time.
(Ord. 5815 § 1, 2013)
The franchisee shall have authority to promulgate such reasonable rules and regulations governing the conduct of its business as shall be reasonably necessary to enable the franchisee to exercise its rights and performance obligations under this franchise and to assure uninterrupted services to its customers. Franchisee’s rules and regulations shall be subject to the provisions of this chapter and any other governmental regulations.
(Ord. 5815 § 1, 2013)
Franchisee shall make its services available to all citizens of the City without discrimination and shall not give any person any preference or advantage not available to all persons similarly situated. Nothing in this section shall be construed to prohibit the reduction or waiving of rates and charges in conjunction with promotional campaigns or bundled product offerings, or discounted rates for provision of cable services to multiple buildings.
(Ord. 5815 § 1, 2013)
The franchisee shall not sell, or otherwise make available, any list that identifies subscribers by name or address, to any person, agency or entity, except as needed to maintain current services or implement new services to subscribers in connection with franchisee’s service, or unless such dissemination is expressly authorized by Federal law.
(Ord. 5815 § 1, 2013)
The franchisee shall make available to the City at an office in Oregon current and accurate books for the purpose of determining the amounts due the City under AMC § 3.26.410. Upon 48 hours’ notice to franchisee, the City may inspect the books of account any time during business hours and may audit the books from time to time as is necessary for the enforcement of this chapter. The Council may require reports from the franchisee relating to its operations and revenue within the City. If an audit of the books is required to determine that franchisee has paid the right franchise fee, the cost of such satisfactory independent audit shall be borne fully by the franchisee, providing they were wrong.
(Ord. 5815 § 1, 2013)
The franchisee shall provide the City, upon written request of the City, copies of maps showing the general location of franchisee’s lines within the public ways in the service area not more than 20 days after a request for the same, and sooner if possible. The City recognizes that the information contained in such maps is confidential and proprietary, and shall be marked the same by franchisee, and remains the property of the franchisee. The City shall (1) provide a five-day notice to grantee of a request for disclosure reasonably sufficient to allow grantee adequate time to seek protective orders against disclosure and will make best efforts to provide sufficient time to submit materials prior to a judicial or administrative determination, and (2) safeguard such information from the public record, unless expressly required by law upon court order or District Attorney direction to disclose the same. The City shall urge nondisclosure in the event of judicial or administration action seeking disclosure of franchisee’s maps.
(Ord. 5815 § 1, 2013)
(1) 
Within 150 days after the close of the franchisee’s fiscal year, franchisee shall file with the City the following reports:
(a) 
Total number of customers at the end of the fiscal year, current penetration, and projected customers for the coming year, all pertaining to the franchise territory.
(b) 
Number of miles of cable added, deleted, or abandoned to the system during the year.
(c) 
Summary of other additions to the system in terms of increased channel capacity, if any, due to technological improvement made during the year.
(d) 
Outline of plans for expansion and improvement of the system in the next fiscal year.
(e) 
Any other information that may be reasonably required by the City for its performance of duties.
(2) 
Copies of Reports. Upon request, copies of all petitions, applications, and communications submitted by the franchisee to the Federal Communications Commission or any other Federal or State regulator, commission, or agency having jurisdiction in respect to any matters relating specifically to operation of the cable communications system authorized pursuant to this franchise.
(3) 
Cost of Reports. The cost of preparing and furnishing to the City the records and reports required by this section shall be borne by the franchisee.
(Ord. 5815 § 1, 2013)
(1) 
Duration and Renewal. This franchise and the rights and privileges granted herein shall take effect 60 days after the date the ordinance codified in this chapter is passed by the City and remain in effect for a term of 10 years, unless terminated sooner under provisions of subsection (2) of this section; provided, however, that the terms of the franchise must be unconditionally accepted by the franchisee in writing, signed by an officer of the corporation as called for in AMC § 3.26.560, and if the franchisee fails to do so, this chapter shall be void.
(2) 
Termination.
(a) 
The City reserves the right to terminate this franchise and all rights and privileges thereto, in the event that:
(i) 
The franchisee shall substantially default in any of the material terms, covenants, or conditions required to be performed by them or in payment of any sum required to be paid under the terms of this franchise. The following nonexclusive provisions are deemed to be material to the performance of the franchise:
AMC 3.26.090
Continuous service
AMC 3.26.120
Extension of service
AMC 3.26.130
Levels of service
AMC 3.26.390
Channel capacity
AMC 3.26.410
Compensation
AMC 3.26.430
Public access programming
AMC 3.26.440
Technical standards
AMC 3.26.460
Customer service standards; or
(ii) 
The franchisee deliberately fails to operate the system without prior approval of the City or without just cause; or
(iii) 
Subject to applicable law, the franchisee intentionally evades any of the provisions of this franchise or is found to have practiced any fraud or deceit upon the City or a customer.
(b) 
Prior to any termination proceedings under this franchise, the franchisee shall be given 60 days’ notice in writing, and notice shall state with particularity the grounds upon which the City relies. If, at the end of the 60-day period, the franchisee has not corrected the matter which provides grounds for termination, the franchise may, at the option of the City, become null and void and the franchisee shall thereafter be entitled to none of the privileges or rights herein extended to them and said franchisee shall thereupon cease and desist from any activity within the City limits of the City; provided, however, that the City may at its option pursue any other and different or additional remedies provided to it by law or in equity.
(c) 
Termination under this subsection shall be accomplished openly by the passage of an ordinance after proceedings affording franchisee due process of law and a full opportunity to be heard.
(d) 
Upon expiration or the termination of this franchise, the City may require franchisee to continue to operate the system for an extended period of time, not to exceed six months. Franchisee shall, as trustee for its successor in interest, continue to operate the system under the terms and conditions of this franchise. In the event franchisee does not so operate the system, the City may take such steps as it, in its sole discretion, deems necessary to assure continued service to subscribers. Neither party shall be deemed to have waived any rights as a result of franchisee’s performance under this provision.
(Ord. 5815 § 1, 2013; Ord. 5821 § 1, 2013)
(1) 
This franchise shall be binding upon, and inure to the benefit of, the successors, legal representatives, and assigns of the franchisee.
(2) 
Neither the grantee nor any other person may transfer the franchise without the prior consent by ordinance of the City, which consent shall not be unreasonably withheld or delayed. No transfer of control of the grantee, defined as an acquisition of 51 percent or greater ownership interest in grantee, shall take place without the prior consent by ordinance of the City, which consent shall not be unreasonably withheld or delayed. No consent shall be required, however, for (a) a transfer in trust, by mortgage, hypothecation, or by assignment of any rights, title, or interest of the grantee in the franchise or in the cable system in order to secure indebtedness, or (b) a transfer to an entity directly or indirectly owned or controlled by Comcast Corporation. Within 30 days of receiving a request for consent, the City shall, in accordance with FCC rules and regulations, notify the franchisee in writing of the additional information, if any, it requires to determine the legal, financial and technical qualifications of the transferee or new controlling party. If the City has not taken final action on the franchisee’s request for consent within 120 days after receiving such request, consent shall be deemed granted.
(3) 
The City’s approval shall be based upon the financial responsibility of the party unto whom the franchise is being proposed for sale, assignment, or transfer. The proposed assignee must show it has the financial capability, technical ability, and legal qualifications sufficient to comply with the terms of the franchise as determined by the City, and must agree to comply with all provisions of the franchise.
(4) 
The consent or approval of the City Council to any transfer of the franchise shall not constitute a waiver of release of the rights of the City in and to the streets and rights-of-way, and any transfer shall by its terms be expressly subordinate to the terms and conditions of this franchise.
(5) 
In no event shall a transfer of ownership or control of the franchise be approved without successor in interest becoming a signatory to the franchise agreement.
(Ord. 5815 § 1, 2013)