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022 of 1989 - Master Cable Communication Ordinance I O SALT LAKE CITY ORDINANCE No. 2 of 1989 (MASTER CABLE COMMUNICATION ORDINANCE) AN ORDINANCE AMENDING CHAPTER 5. 20 OF THE SALT LAKE CITY CODE RELATING TO CABLE COMMUNICATION; PROVIDING FOR THE GRANTING, RENEWAL AND ENFORCEMENT OF FRANCHISES AND THE TERMS AND CONDITIONS THEREOF. WHEREAS, time and technological changes have made it necessary for the City to revise its Ordinances regulating cable television in compliance with federal law; and WHEREAS, the City has worked closely to negotiate changes in the Cable Television Franchise Agreement with potential cable franchisees; and WHEREAS, the City believes the following Ordinance to be in compliance with federal regulatory guidelines for cable television and in the best interests of the City; NOW, THEREFORE, Be it ordained by the City Council of Salt Lake City, Utah: SECTION 1. That existing Chaper 5. 20.010, et seq. , attached hereto and incorporated herein by reference, is hereby repealed. SECTION 2. That Chapter 5.20.010, et seq. , be reenacted as follows: Sec. 5.20.010 PURPOSE. The purpose of this Ordinance is to regulate in the public interest the operation of cable communications systems and their use of the public rights- of-way by establishing procedures for granting and terminating franchises, by prescribing rights and duties of operators and users of cable communication systems, and by providing generally for cable communications services to the citizens of the City of Salt Lake_. Sec 5.20.020 SHORT TITLE. This Ordinance shall constitute the "Cable Communication Ordinance" of the City of Salt Lake and may be referred to as such. Sec. 5.20.030 DEFINITIONS OF TERMS. For the purposes of this Ordinance the following terms, phrases, words, abbreviations and derivations shall have the following meaning. When not inconsistent with the context, words used in the present tense shall include the future tense, words in the plural number include the singular number and words in the singular number include the plural number. (A) "Access Channel" means a channel designated and maintained by a cable communications system for programming not originated or procured by the system, including, but not limited to, the local government, the educational, and public access channels. (B) "Affiliate" means a wholly owned entity which owns or controls, is owned or controlled by, or is under common ownership with the Grantee. -2- (C) "Cable Act" means the Cable Communications Policy Act of 1984, as amended. (D) "Cable Communication System" or "System" means a system employing antennae, microwave, wires, wave- guides, coaxial cables or other conductors, equipment, or facilities designed, constructed, or used for the purpose of: ( 1 ) collecting and amplifying local and distant broadcast, television, or radio signals and distributing and transmitting such signals; ( 2) transmitting original cablecast programming not received through television broadcast signals; (3) transmitting television pictures, film and video tape programs not received through broadcast television signals, whether or not encoded or processed to permit reception by only selected receivers; and (4) transmitting and receiving all other signals - digital, voice, or audiovisual . (E) "City" means the City of Salt Lake, or the lawful successor, transferee or assignee thereof. (F) "FCC" means Federal Communications Commission, or its successor. (G) "Franchise" means and includes any authorization granted hereunder in terms of franchise, -3- privilege, permit, license, or otherwise to construct, operate and maintain a Cable Communication System within all or a specified area of the City for the purpose of offering cable services or other services to Subscribers. Any such authorization, in whatever form granted, shall not supersede the requirement to obtain any other license or permit required for the privilege of transacting and carrying on a business within the City as required by other ordinances and laws of this City. (H) "Grantee" means any person, firm, or corporation granted a Franchise by the City. ( I ) "Gross Revenues. " ( 1 ) "Gross Revenues" means all revenues, as determined according to generally accepted accounting principles consistently applied, derived directly or indirectly by the Grantee, arising from or attributable to operation of the Cable Communication System in the Service Area, including but not limited to: (a) revenue from all charges for services provided to Subscribers of entertainment and non-entertainment services ( including leased access fees) ; -4- (b) revenue from all charges for the insertion of commercial advertisements upon the Cable Communication System in the Service Area; (c) revenue from all charges for the leased use of studios in the Service Area; (d) revenue from all charges for the installation, connection and reinstatement of equipment necessary for the utilization of the Cable Communication System and the provision of subscriber and other services in the Service Area; and (e) Grantee's pro rata portion of any revenues on a subscriber base basis derived from any other person or source arising from or attributable to Grantee' s operation of the Cable Communication System in the Service Area, to which the City is authorized to apply a franchise fee under federal, state or local law as it may exist from time to time during the term of the Franchise. (J) "Public Way" shall mean the surface of, and the space above and below, any public street, highway, -5- freeway, bridge, land path, alley, court, boulevard, sidewalk, parkway, way, lane, public way, drive, circle or other public right-of-way including public utility easements, dedicated utility strips or rights-of-way dedicated for compatible uses, and _any temporary or permanent fixtures or improvements located thereon now or hereafter held by the City. Public Way shall also mean any easement now or hereafter held by the City within the Service Area for the purpose of public travel, or for utility or public services use dedicated for compatible uses. Public Way shall include other easements or rights-of-way as shall within their proper use and meaning entitle the City and the Grantee with the City' s approval use for the purposes of installing or transmitting Grantee' s cable services or other service over poles, wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, compliances, attachments and other property as may be ordinarily necessary and pertinent to the System. (K) "Service Area" means the present municipal boundaries of the City, and shall include any additions thereto by annexation or other legal means. -6- ( L) "Subscriber" or "Customer" means any person or entity lawfully receiving for consideration, direct or indirect, any service of the Grantee' s cable communications system. Sec. 5.20.040 REQUIREMENT FOR FRANCHISE. Subject to applicable federal, state and local law, it shall be unlawful for any person to install, construct, operate or maintain a cable communications system on streets or the Public Way within all or any part of the City without first obtaining a Franchise under the terms and provisions of this Ordinance. Sec. 5.20.050 CONDITIONS OF STREET OCCUPANCY. All transmission and distribution structures, poles, other lines, and equipment installed or erected by the Grantee pursuant to the terms hereof shall be located so as to cause a minimum of interference with the proper use of Public Ways. All cables, wires and other equipment shall be installed, where possible, parallel with electric and telephone lines. Sec. 5.20.060 RESTORATION OF PUBLIC WAYS. If during the course of the Grantee' s construction, operation, or maintenance of the cable communications system there occurs a disturbance of any Public Way, the Grantee shall, at its expense, replace and restore such Public Way to a condition comparable to the condition of the Public Way existing immediately prior to such disturbance. -7- Sec. 5.20.070 RELOCATION. (A) Upon receipt of reasonable advance notice, the Grantee shall, at its own expense, protect, support, temporarily disconnect, relocate in the Public Way, or remove from the Public Way, any property of the Grantee when lawfully required by the City by reason of traffic conditions; public safety; street abandonment; freeway and street construction; change or establishment of street grade; installation of sewers, drains, or gas or water pipes; or any other type of structures or improvements by the City; but, the Grantee shall in all cases, have the right of abandonment of its property. (B) The Grantee shall, on the request of any person holding a building moving permit issued by the City, temporarily raise or lower its wires to permit the moving of such building, provided: ( 1 ) the expense of such temporary raising and lowering of wires is paid by said person, including, if required by the Grantee, making such payment in advance; and (2 ) the Grantee is given not less than seven (7) business days advance written notice to arrange for such temporary wire changes. Sec. 5.20.080. TRIMMING OF TREES AND SHRUBBERY. The Grantee shall have the authority to trim trees or other -8- natural growth overhanging any part of its Cable Communications System in the Service Area so as to prevent branches from coming in contact with Grantee' s wires, cables, or other equipment. Grantee shall reasonably compensate the City or property owner for any damages caused by such trimming, or shall, in its sole discretion and at its own expense, reasonably replace all trees or shrubs damaged as a result of any construction of the system undertaken by Grantee. The provisions of this section do not supercede the requirements of the Urban Forestry Ordinance. Sec. 5.20.090. FRANCHISE AUTHORITY USE OF GRANTEE'S POLES AND CONDUITS. Subject to any applicable state or federal regulations or tariffs, the City shall, after giving written notice, have the right to make use of any poles or conduits controlled or maintained by or for use of the Grantee, that are located in any Public Way. Such use by the City shall not interfere with current or future use by the Grantee. Further, to the extent not expressly precluded by law, the City agrees to indemnify the Grantee from any damages arising from or attributable to such use. Sec. 5.20.100. SAFETY REQUIREMENTS. (A) Construction, installation and maintenance of the cable communications system shall be performed in an orderly manner. -9- (B) Grantee shall install and maintain its wires, cables, fixtures and other equipment in accordance with applicable safety codes or technical requirements, including, but not limited to, National Electrical Safety Code (National Bureau of Standards) ; National Electrical Code (National Bureau of Fire Underwriters); and applicable FCC or other federal, state or local regulations, and in such manner that they will not interfere with any installations of the City or any public utility. All lines, equipment and connections in, over, under, and upon the streets and private property within the City, wherever situated or located, shall at all times be kept and maintained in a safe and suitable condition and in good order and repair. All installations shall be made so as not to impair the fire integrity of any building. The cable communications system shall not endanger nor interfere with the safety of persons or property in the Service Area. Sec. 5.20.110. AERIAL AND UNDERGROUND CONSTRUCTION. (A) In those portions of the Service Area where the transmission or distribution facilities of the public utilities providing telephone and electric services are underground, the Grantee likewise shall construct, operate and maintain its -10- transmission and distribution facilities underground (except for ground-mounted appurtenances such as subscriber taps, line extenders, system passive devices, amplifier, power supplies, pedestals, etc. ) provided that the underground facilities are capable of receiving the equipment without technical degradation of the cable communications system's signal quality. In those parts of the Service Area where the transmission or distribution facilities of the public utilities are both aerial and underground, Grantee shall have the sole discretion to construct, operate and maintain all of its transmission and distribution facilities, or any part thereof, aerially or underground. (B) Notwithstanding anything to the contrary contained in this section, in the event that all of the transmission or distribution facilities of the public utilities providing telephone communications and electric services in a given area are to be placed underground, upon 90 days notice Grantee shall be required to place all of its transmission and distribution facilities underground in the given area concurrent with placement by the utilities, and thereafter construct or operate and maintain all of its -11- transmission and distribution facilities underground in the given area. Sec. 5.20.120. EXTENSION OF SERVICE. (A) Authorization. Grantee is hereby authorized to extend the cable communications system throughout the Service Area. (B) Expansion Plan. Grantee shall file with the City each year with its annual report a five ( 5 ) year expansion plan indicating Grantee' s present plan for construction, rebuilding, or overbuilding the Service Area, including target dates for completion. The expansion plan will be submitted in a format mutually acceptable to the Grantee and the City. (C) Requirements. ( 1 ) Whenever Grantee shall receive a request for service from at least fifteen or more Subscribers within 1320 cable bearing strand feet (one-quarter cable mile) of its trunk cable, it shall extend its cable communications system to such Subscribers at its normal connection fee; provided that such extension is technically feasible, will not adversely affect the operation of the Cable Communications System, and Grantee is able to reasonably obtain all easements which are -12- necessary to extend service relating thereto. The extension of services shall be completed within 60 days of the date of request. ( 2) No Subscriber shall be refused service arbitrarily. However, for unusual circumstances, such as a Subscriber' s request to locate his cable drop underground, existence of more than one hundred fifty ( 150) feet of distance from distribution cable to connection of Service to Subscribers, or a density of less than fifteen ( 15 ) Subscribers per 1320 cable bearing strand feet of trunk or distribution cable, cable service or other service may be made available on the basis of a capital contribution in aid of construction, including cost of material, labor and easements. For the purpose of determining the amount of capital contribution in aid of construction to be borne by Grantee and Subscribers in the area in which Cable Service may be expanded, Grantee will contribute an amount equal to the construction and other costs, multiplied by a fraction whose numerator equals the actual number of potential Subscribers per 1320 -13- cable-bearing strand feet of its trunks or distribution cable, and whose denominator equals fifteen ( 15) Subscribers. The remainder of the construction and other costs will be charged to the potential subscribers when or if they subscribe on a pro rata basis. Grantee may require that the payment of the capital contribution in aid of construction borne by such potential Subscribers be paid in advance. The Subscriber shall be given a written estimate of such payment prior to the beginning of construction, and shall in no event be required to pay more than five percent ( 5%) over this estimate. In lieu of directly charging for construction costs, Grantee may implement alternative pricing structures for services rendered which reflect disproportionate construction and related costs incidental to serving low density or other capital intensive areas. Sec. 5.20.130. SERVICES TO PUBLIC BUILDINGS. (A) The Grantee shall provide upon demand and without charge a minimum of one ( 1 ) outlet of basic service to each governmental office building, fire station, police station, and public school -14- building within the service area where the drop line from the feeder cable to said buildings or premises is less than 150 cable feet, and to the City/County building at 400 South and State Streets. The Grantee shall provide one ( 1 ) outlet of basic service to each governmental office building, fire station, police station, and public school building within the service area where the drop line from the feeder cable to said buildings or premises exceeds 150 cable feet upon receipt of payment for the incremental cost of such drop line in excess of 150 cable feet. The City has the right to request additional outlets in any given building for which the City shall pay the incremental cost of installation, as well as the cost of any equipment necessary to ensure such distribution does not adversely affect the Grantee' s Cable Communication System. These outlets shall not be used to distribute or sell cable services in or throughout such buildings; nor shall such outlets be located in common or public areas open to the public. (B) Users of such outlets shall hold Grantee harmless from any and all liability or claims arising out of their use of such outlets, including, but not limited to, those arising from copyright liability. -15- Sec. 5.20.140. EMERGENCY OVERRIDE. In the case that the Mayor or the Mayor' s designee declares a state of emergency or disaster, the Grantee shall, upon request of the City, make available to the City a system audio override through which emergency information and instructions may be given during the emergency or disaster period. Sec. 5.20.150 SYSTEM REQUIREMENTS. Any cable communications system permitted to be installed and operated hereunder: (A) shall have a minimum capacity of twenty ( 20 ) channels; (B) shall be operationally capable of relaying to subscriber drops (i.e. terminals) those television or radio broadcast signals for the carriage of which the Grantee is now or hereafter required by the Federal Communications Commission; (C) future construction shall have, if technically practicable, the capacity for nonvoice return communication such that (a) return communications are capable of being received and processed both at the head-end for the Service Area in which the communication originates and at a main head-end for the Service Area served by the Grantee; (b) at the option of the Subscriber, no return signals will be communicated; and (c) the system will include technical safeguards calculated to deter -16- interception of return communications by third parties; (D) shall distribute in color television signals which it receives in color; (E) shall provide at least one (1 ) Access Channel for the City of Salt Lake, and at least one ( 1 ) Access Channel for educational and public use. All Access Channels shall be carried throughout the Service Area and shall be made available to subscribers without charge; and (F) shall provide, to the extent technically practicable, a microwave receiver and the necessary connections to receive transmissions from the City for the government access channels and transmit those signals over the Cable Communication System. Sec. 5.20.160. EDUCATIONAL AND MUNICIPAL SERVICES. On reimbursement of actual cost for installation and periodic maintenance, the Grantee shall provide a return link, if technically practicable, permitting transmission of originated program material between (a) each public building within the Service Area designated by the City and each state-accredited public or private educational institution located within the Service Area that requests such installation; and (b) the head-end of the Grantee. -17- Sec. 5.20.170. COMMUNITY ACCESS SERVICES. (A) The Grantee shall provide for or accommodate public access programming. (B) The purpose of the public access channel is to provide a channel through which citizens of civic organizations, _ cultural and arts organizations can promote and encourage programming that will be of benefit to the community within Service Area. (C) Access channel assignments shall be made by the Grantee in consultation with the City and shall be uniform throughout the City. Sec. 5.20.180. COMPATIBILITY AND INTERCONNECTION. All Cable Communication Systems franchised hereunder shall, insofar as technically and economically feasible, be compatible with and able to tie into all other systems within and adjacent to the City. Sec. 5.20.190. FRANCHISE FEE. (A) Grantee shall pay to the City a Franchise fee equal to 5% of the Gross Revenues received by the Grantee from the operation of the Cable Communication System. Franchise fee payments due to the City under this section shall be computed quarterly. For the purpose of the Franchise fee payment computation, the applicable accounting period shall be a calendar year, unless otherwise agreed to in writing by the City and Grantee. -18- (B) The quarterly Franchise fee payments shall be due and payable ninety (90) days after the close of the quarter. Each payment shall be accompanied by a brief report from a representative of Grantee showing the basis for the computation and a written statement signed under penalty of perjury by an officer of the Grantee, which identifies in detail the sources and amounts of Gross Revenues received by the Grantee during the quarter for which payment is made. No acceptance of any payment shall not be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim City may have for further or additional sums payable under the provisions of this permit. (C) Any Franchise Fees which remain unpaid after the dates specified in Subsection (B) above shall be delinquent and shall thereafter accrue interest at 18% per year until paid. (D) The Grantee shall, upon reasonable notice from the City, make available to the City or its designated representatives full billing records for confidential inspection and audit. If the results of the audit show an underpayment of greater than five ( 5) percent, the Grantee will pay all costs -19- associated with the audit in addition to any other amounts owed as shown by the audit. If the results of the audit show an underpayment of greater than ten ( 10) percent, the Grantee will pay the cost of the audit plus fifty ( 50) percent of the total error as penalty in addition to any amount owed as shown by the audit. If the results of the audit show an underpayment of less than five ( 5) percent or an overpayment, City shall pays its own costs associated with the audit. (E) In the event the results of the audit are disputed, the City may elect to arbitrate the dispute or take any other appropriate action. In the event the City elects to arbitrate, the City and the Grantee shall each select an independent auditor at their own cost. The two auditors will agree upon the results of the audit. If the two independent auditors cannot agree upon the results of the audit, a third auditor will be selected by the two independent auditors to make a final determination. The determination of the third independent auditor will be final. (F) The period of limitation for recovery of any Franchise fee payable hereunder shall be five ( 5 ) years from the date on which payment by the Grantee is due. Unless within five ( 5 ) years from -20- and after said payment due date, the City initiates a lawsuit for recovery of such Franchise fees in a court of competent jurisdiction, such recovery shall be barred, and the City shall be estopped from asserting any claims whatsoever against the Grantee relating to any such alleged deficiencies. (G) If Grantee challenges the right of the City to collect the Franchise fee provided by this Ordinance, any relief requested by Grantee and awarded to it by virtue of such challenge shall be prospective only from and after the date of the filing of the initial pleading seeking such relief in a court of competent jurisdiction. Grantee shall waive any and all claims or rights to collect back from the City or obtain credit therefor against future payment obligations, any amounts collected by the City prior to the filing of the initial pleading seeking such relief in a court of competent jurisdiction. In the event Grantee' s challenge to any Franchise fee payments should result in an initial judgment in its favor, Grantee shall continue to make all Franchise fee payments pending an appeal by the City to a court of last resort. In the event the court of last resort determines that the City is not entitled to -21- collect any or all of the Franchise fee, the City shall refund to Grantee all payments made subsequent to the filing of the initial action by Grantee, together with interest on such moneys determined by the actual rate of return on the average of all investments of City during the period for which such funds were paid after the judgment. Sec. 5.20.200. RATES AND CHARGES. The City does not intend to regulate the rates for the provision of cable service and other service except to the extent permitted pursuant to applicable federal, state and local law, and expressly provided herein. From time to time, Grantee may change its rates and charges including, but not limited to, the implementation of additional charges and rates; provided that Grantee give thirty (30) days notice to the City. Sec. 5.20.210. RENEWAL OF FRANCHISE. (A) Proceedings undertaken by the City relating to renewal of the Grantee' s Franchise shall be governed by and comply with the provisions of Section 626 of the Cable Act (as such existed as of the effective date of the Cable Act) , unless the procedures and substantive protections set forth therein shall be deemed to be preempted and superseded by the provisions of any subsequent provision of federal or state law. -22- (B) In addition to the procedures set forth in said Section 626(a) , the City shall notify Grantee of its preliminary assessments regarding the identity of future cable-related community needs and interests, as well as the past performance of Grantee under the then current Franchise term. The preliminary assessment shall be provided to the Grantee prior to the time that the four (4 ) month period referred to in Subsection (c) of Section 626 is considered to begin. (C) Notwithstanding anything to the contrary set forth in this section, at any time during the term of the then current Franchise, while affording the public appropriate notice and opportunity to comment, the City and Grantee may agree to undertake and finalize negotiations regarding renewal of the then current Franchise and the City may grant a renewal thereof. The terms set forth in this section shall be construed to be consistent with the express provisions of Section 626 of the Cable Act. Sec. 5.20.220. CONDITIONS OF SALE. (A) In the event the Franchise is lawfully revoked by the City, Grantee shall be given 6 months to transfer its cable system to a qualified third party. During the period before sale the Grantee -23- may continue to operate pursuant to the terms of its prior Franchise and, without limitation, continue to receive all revenues derived from or related thereto subject to payment of the required Franchise fees. (B) If the City either acquires ownership of the cable communications system or by its actions effects a transfer of ownership of the cable system, the acquisition or transfer shall be at a fair market value, determined on the basis of the cable system valued as a going concern, but with no value allocated to the Franchise itself. (C) Without waiving or establishing the City' s right to proceed by condemnation the City may agree to have the fair market value determined by two cable television experts, one chosen by the Grantee and one chosen by the City. If these experts cannot agree, the disagreement will be resolved through pendulum arbitration by an arbitrator chosen by the two experts. Sec. 5.20.230. TRANSFER OF FRANCHISE. Grantee' s right, title, or interest in the Franchise shall not be sold, transferred, assigned or otherwise encumbered without the prior consent of the City except for a transfer in trust, by mortgage, by other hypothecation, or by assignment of any rights, title, or interest of Grantee in the -24- Franchise or Cable Communication System in order to secure indebtedness; provided, however, that without consent and upon notice which shall be no less than thirty (30) days, Grantee may sell, transfer or assign its right, title and interest in the Franchise to an Affiliate. Sec. 5.20.240. COMPLIANCE WITH FCC REGULATIONS. Grantee shall comply with all FCC requirements and regulations. Sec. 5.20.250. BOOKS AND RECORDS. The City may review such of the Grantee' s books and records as are reasonably necessary to monitor compliance with the terms hereof. Such records shall include, but shall not be limited to any public records required to be kept by the Grantee pursuant to the rules and regulations of the FCC. To the extent allowable by law the City will treat any information disclosed by the Grantee on a confidential basis, and to only disclose it to employees, representatives, and agents thereof who have a need to know; or in order to enforce the provisions hereof. Notwithstanding anything contained herein to the contrary, the Grantee shall not be required to disclose information which it reasonably deems to be confidential or proprietary in nature, except to the extent required by law. Sec. 5.20.260. PERIODIC REVIEW. Beginning on a date established by the City and then annually thereafter, the City may on its own initiative, and shall at the request of -25- the Grantee, schedule a public meeting for the purpose of identifying the cable-related community needs and interests, and reviewing the performance of the Grantee under the Franchise. The City shall notify Grantee of the time and place of such meeting and provide the Grantee with an opportunity to be heard. The public shall be afforded appropriate notice and opportunity for comment. Within four (4) months of such meeting, the City shall provide Grantee with a written copy of its findings. Sec. 5.20.270. REPORTING REQUIREMENT. At a minimum the Grantee shall provide the City annually the following information: (A) a report of the previous year' s performance on the Expansion Plan required by Section 5. 29 . 120, including, but not limited to, service begun or discontinued during that year and a new 5 year plan; (B) a financial summary, including a statement of income, revenues, and aggregate operating expenses, prepared in accordance with generally accepted accounting principles and certified by Grantee' s Chief Financial Officer; (C) a list of the Grantee' s officers, members of its Board of Directors and other principals; (D) a written report regarding the FCC proof of performance tests for the system; -26- (E) a current map or set of maps drawn to scale showing all equipment installed and in place, or when the time comes that the City shall have operational a computerized geographical information system, Grantee shall update cable system data on a monthly basis. ; and (F) a description of all petitions, applications, communications and reports submitted by the Grantee to any state or federal entity in respect to any matters affecting cable television system ' s operations authorized by the Franchise. Copies shall be provided to City upon request. Sec. 5.20.280. INSURANCE, INDEMNIFICATION, BONDS OR OTHER SURETY. (A) Grantee shall maintain in full force and effect, at its own cost and expense, during the term of the Franchise, general comprehensive liability insurance in the amount of $250, 000 for bodily injuries, ( including accidental death) to any one person, and subject to the same limit for each person in amount not less than $500,000 on account of any one occurrence, and Property Damage Liability Insurance in an amount not less than $100, 000 resulting from any one occurrence. Said insurance shall designate the City as a named additional named insured. Such insurance shall be -27- non-cancellable except upon sixty ( 60) days prior written notice to the City. In the event that potential liability for the City is increased by any change in the Utah Governmental Immunity Act, Grantee shall modify the required insurance amounts accordingly upon thirty (30) days notice from the City. (B) The Grantee shall indemnify, save and hold harmless, and defend the City, its officers, boards, and employees, from and against any liability for damages and for any liability or claims resulting from property damage or bodily injury, ( including accidental death) , which arise out of the Grantee' s construction, operation, or maintenance of its Cable Communication System, including, but not limited to, reasonable attorney' s fees and costs during third party litigation. This provision will not apply in the event of a value dispute on sale, or to damages which arise from the City' s sole negligence. Sec. 5.20.290. SECURITY FUND. (A) Within thirty (30) days after the effective date of a franchise grant, Grantee shall deposit into a bank account established by the City the sum of Twenty-Five Thousand Dollars ($25, 000) as security for its faithful performance on all provisions of -28- this Ordinance and the Cable Television Services Standards Ordinance; its compliance with all orders, permits and directions of the City; and its payment of any claim, lien or tax due the City which arises by reason of construction, operation or maintenance of the System. Interest accrued on this deposit shall be rebated to the Grantee at the end of each calendar year. Grantee shall not use this security fund as security for any other purpose. (B) No funds shall be drawn from the security fund without providing the Grantee the opportunity to cure the default as provided in Sections 5 . 20.300 through 5.20.330 below or other applicable cure provisions. (C) Within thirty (30) days of notice that any amount has been withdrawn from the security fund, Grantee shall deposit a sum sufficient to restore the security fund to the original amount. (D) In lieu of the security fund set forth in this Section 5.20. 290, the City and Grantee may agree that a guarantee from an entity and in a form acceptable to the City may be sufficient to satisfy Grantee' s obligations hereunder. Sec. 5.20.300. NOTICE OF VIOLATION. In the event that the City believes that the Grantee has not complied -29- with the terms of the Franchise or this Ordinance, it shall notify Grantee of the nature of the alleged noncompliance. Sec. 5.20.310. GRANTEE'S RIGHT TO CURE OR RESPOND. Grantee shall have thirty (30) days from receipt of the notice described in Section 5.20.300 to (a) respond to the City contesting the assertion of noncompliance, or (b) to cure such default or, in the event that, by the nature of default, such default cannot be cured within the thirty (30) day period, initiate reasonable steps to remedy such default and notify the City of the steps being taken and the projected date that they will be completed. Sec. 5.20.320. PUBLIC HEARING. In the event that Grantee fails to respond to the notice described in Section 5. 20.300 pursuant to the procedures set forth in Section 5. 20.310, or in the event that the alleged default is not remedied within sixty ( 60) days after the Grantee is notified of the alleged default pursuant to Section 5.20.300, the City shall schedule a public hearing to investigate the default. Such public hearing shall be held by the Mayor or his or her designee at a time which is no less than five ( 5) business days therefrom. The City shall notify the Grantee of the time and place of such meeting and provide the Grantee with an opportunity to be heard. Sec. 5.20.330. VIOLATION OF CERTAIN SPECIFIED SECTIONS. The notice, cure and public hearing provisions of Sections 5.20.300, 5.20.310 and 5.20.320 shall not be -30- applicable to any violations of Sections 5.20. 100, 5. 20. 140, 5.20. 280 or other violations which may immediately affect the health, safety and welfare of the City. In the event of such violations the City may demand the Grantee immediately cure the violation. The City may enforce such a cure requirement by any or all applicable remedies at law or equity. Sec. 5.20.340. ENFORCEMENT. (A) Subject to Sections 5. 20.290 through 5. 20.330 and applicable federal and state law, in the event the City determines that Grantee has failed to substantially comply with any material provision of the Franchise, the City may: ( 1 ) foreclose on all or any part of any security provided under this Ordinance or other related ordinances, if any, including, without limitation, any bonds or other surety; provided, however, the foreclosure shall only be in such a manner and in such amount as the City reasonably determines is necessary to remedy the default; (2 ) commence an action at law for monetary damages or seek other equitable relief; (3) subject to applicable federal, state and local law, in the case of a substantial default of Sections 5.20. 100, 5. 20. 110, -31- 5.20. 140, 5.20.240, or subsection 5.20. 120.0 of the Franchise Agreement, revoke the Franchise Agreement; or (4) seek specific performance of any provision, which reasonably lends itself to such remedy, as an alternative to damages. ( 5 ) exercise any right or remedy available at law or in equity. ( 6 ) impose penalties pursuant to Section 5. 20.350 hereof. (B) The Grantee shall not be relieved of any of its obligations to comply promptly with any provision of the Franchise by reason of any failure of the City to enforce prompt compliance. Sec. 5.20.350. FINES AND PENALTIES. (A) Subject to Sections 5.20. 290 and 5. 20.330 above, the City may impose a civil penalty on the Grantee up to the following amounts per day or part thereof that the following violations occur or continue: 1. Two Hundred Dollars ($200) for any failure to complete system construction in accordance with Grantee' s construction obligations contained in the Cable Communication Ordinance or Franchise grant. -32- 2. One Hundred Dollars ($100) for any failure to provide data, documents, reports or information to the City during a System review, as detailed in Section 5.20. 260 hereof. 3. Seventy-Five Dollars ($75) for any failure to comply with any of the provisions of this Ordinance for which a damage is not otherwise specifically provided in the Master Cable Communication Ordinance or Franchise grant. Each violation of any provision of this Ordinance shall be considered a separate violation for which a separate damage can be imposed. Sec. 5.20.360. UNAUTHORIZED RECEPTION. In addition to those criminal and civil remedies provided by state and federal law, it shall be a Class B misdemeanor for any person, firm, or corporation to create or make use of any unauthorized connection, whether physically, electrically, acoustically, inductively, or otherwise, with any part of the Cable Communication System without the express consent of Grantee. It shall be a misdemeanor for any person to tamper with, remove or injure any property, equipment or part of the Cable System or any means of receiving cable service or other services provided thereto. Sec. 5.20.370. NOTICE OF WORK IN RIGHT-OF-WAY. Grantee shall notify the Franchise Authority and take -33- reasonable steps to notify the residents in any area where regularly scheduled work involving excavation of the right- of-way is to be performed at least fourteen ( 14) days before the work is to be performed. This notification shall not be required in the event of emergency repair work or work that is confined to a single site and which will be completed in one day. Sec. 5.20.380. MISCELLANEOUS PROVISIONS. (A) Preemption. If any federal or state body or agency shall preempt and supersede or preclude the jurisdiction of the City, the jurisdiction of the City shall cease while such jurisdiction is preempted, superseded or precluded. (B) Actions of the City. In any action by the City or representative thereof 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. (C) Severability. If any section, sentence, paragraph, term or provision hereof is for any reason determined to be illegal, invalid, superseded by other authority or unconstitutional by any court of common jurisdiction or by any -34- state or federal regulatory authority having jurisdiction thereof, such portion shall be deemed a separate, distinct, and independent provision and such determination shall have no effect on the validity of any other section, sentence, paragraph, term or provision hereof, all of which will remain in full force and effect for the term of the Franchise or any renewal or renewals thereof. (D) City Rules. The Mayor may adopt, in addition to the provisions contained in this and other applicable ordinances including, but not limited to Chapters 5.20A and 5.21, such additional regulations as it may find necessary in the exercise of the police power, including rules and requirements for customer service, provided that such regulations do not materially conflict or interfere with Grantee' s rights granted herein. Any such additional regulations shall be reasonably designed to meet the purposes of this Ordinance and shall be adopted only after notice and comment are provided. (E) Force Majeure. The Grantee shall not be held in default or noncompliance with the provisions of the Ordinance, nor suffer any enforcement or penalty relating thereto, where such noncompliance -35- or alleged defaults are caused by strikes, acts of God, power outages, or other events beyond its reasonable ability to control. SECTION 3. This ordinance shall take effect upon its first date of publication. Passed by the City Council of Salt Lake City, Utah, this day of APR 18 1989 1989. -CHA iER4SN ATTEST• C T R R ER - Transmitted to the Mayor on APR 1. 9 1989 Mayor' s Action: Approved Vetoed. MAYOR ATTEST: APPROVED FINANCE DEPARTMENT FUNDS NOT NEEDED *IRER � S' EAL) BRB•pp B;11 - — Of 19 Irubei:;11ed. APR 2 7 1989 -36-