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Ordinance 29-05CABLE RIGHT-OF-WAY ORDINANCE CITY OF DUBUQUE, IOWA 2005 CABLE RIGHT-OF-WAY ORDINANCE CITY OF DUBUQUE, IOWA Page TITLE I: GENERAL PROVISIONS 1 1. Legislative Findings 1 2. Purposes 2 3. Rules of Construction 2 4. Definitions 2 5. Authority 4 6. Reservation of Rights; Police Power 4 7. Title 4 8. Authorization Required 5 9. Construction Standards. 5 10. Placement of Facilities. 7 11. Relocation of Facilities. 8 12. Restoration. 8 13. Work Permits 9 14. Business License 9 15. Reimbursement of Costs 10 16. Administration 10 17. Audits 10 18. Reports and Records. 10 19. Bond or Letter of Credit 13 20. Insurance 13 21. Enforcement 13 22. Indemnification 15 23. Severability 16 TITLE II: CABLE COMMUNICATIONS 16 1. General Provisions 16 2. Grant of Franchise 21 3. Construction Standards 30 4. Use of Public Property 31 5. Interference with Public Projects 31 6. Consumer Protection 31 7. Rate Regulation 43 8. Franchise Fee 43 9. System Tests and Inspections 44 10. Insurance 46 11. Reports and Records - Cable 46 12. Performance Guarantees And Penalties 50 13. Transfers 52 14. Rights Of Individuals Protected 56 II 15. Miscellaneous Provisions 57 TITLE III: OPEN VIDEO SYSTEMS 58 1. Applicability of Ordinance. 58 2. Application for Open Video System Authorization. 58 3. Fee In Lieu of Franchise Fee. 59 4. Public, Educational, and Governmental Access Obligations 59 5. Right -of -Way Usage 59 EXHIBIT A Error! Bookmark not defined. EXHIBIT B Error! Bookmark not defined. III TITLE I: GENERAL PROVISIONS 1: Legislative Findings OFFICIAL PUBLICATION ORDINANCE NO. 29-05 AN ORDINANCE AMENDING THE CODE OF ORDINANCES OF THE CITY OF DUBUQUE, IOWA, BY ADOPTING A NEW ORDINANCE TO REGULATE THE CONDITIONS REQUIRED AND MANNER OF USE OF THE PUBLIC RIGHTS-OF-WAY. Be it ordained by the Council of City of Dubuque, Iowa as follows: Section 1. The Code of Ordinances of the City of Dubuque, Iowa is hereby amended by adding the following: CABLE RIGHT-OF-WAY ORDINANCE TITLE I: GENERAL PROVISIONS 1. Legislative Findings The City Council hereby finds and declares: (1) that the public rights-of-way within the City can be partially occupied by public utilities and other service entities for facilities used in the delivery, conveyance, and transmission of services rendered for profit, to the enhancement of the health, welfare, and general economic well-being of the City and its citizens; (2) that the public rights-of-way within the City are physically limited so that proper management by the City is necessary to maximize the efficiency and to minimize the costs to the taxpayers of the foregoing uses, to prevent foreclosure of future uses through premature exhaustion of available right-of-way capacity, and to minimize the inconvenience to the public from such facilities' construction, emplacement, relocation, and maintenance in the rights-of-way; (3) that the use of the public rights-of-way by multiple users renders more pressing the City's right-of-way management responsibilities; (4) that the public rights-of-way within the City are valuable public property acquired and maintained by the state and the City at great expense to the taxpayers; and (5) that the right to occupy portions of such public rights-of-way for limited times for the business of providing utility and cable services is a valuable economic asset. TITLE I: GENERAL PROVISIONS 2: Purposes 2. Purposes The City Council adopts this ordinance to better— (1) manage a limited resource to the long-term benefit of the public; (2) recover the costs of managing the public rights-of-way; (3) minimize inconvenience to the public occasioned by the emplacement and maintenance of facilities in the public rights-of-way; (4) prevent premature exhaustion of capacity in the public rights-of-way to accommodate communications and other services; and (5) promote competition in the provision of communications service in the City and ensure that citizens have a wide variety of services available to them by establishing clear and consistent rules by which providers may occupy the public rights- of-way. 3. Rules of Construction When not inconsistent with the context, words used in the present tense include the future tense; words in the plural number include the singular number, and words in the singular number include the plural number; and the masculine gender includes the feminine gender. The words "shall" and "will" are mandatory, and "may" is permissive. Unless otherwise specified, references to laws, ordinances or regulations shall be interpreted broadly to cover government actions, however nominated, and include laws, ordinances and regulations now in force or hereinafter enacted or amended. 4. Definitions For the purposes of this Ordinance, the following terms, phrases, words, and abbreviations shall have the meanings given herein, unless otherwise expressly stated. Unless otherwise expressly stated, words not defined herein shall be given the meaning set forth in Title 47 of the United States Code, as amended, and, if not defined therein, their common and ordinary meaning. (1) Affiliate when used in relation to any person, means another person who de facto or de jure owns or controls, is owned or controlled by, or is under common ownership or control with, such person. 2 TITLE I: GENERAL PROVISIONS 4: Definitions (2) City. City of Dubuque, Iowa, and any agency, department, or agent thereof. (3) City Manager means the person appointed pursuant to City of Dubuque Code of Ordinances § 2-105. (4) Communications Facility or Communications System means facilities for the provision of communications services, as that term is defined herein. (5) Communications Services means telecommunications services, interactive computer services, and any other services involving the transmission of information by electronic or optical signals, except that it shall not include cable service as that term is used in the Cable Communications Policy Act of 1984, as amended. (6) Council means the principal governmental body of the City of Dubuque, Iowa, its officers, or a representative person or entity as may be designated to act on its behalf. (7) Facility or Facilities means any cable system and/or any tangible asset in the public rights-of-way used to provide cable service. (8) Federal Communications Commission (or FCC) means the Federal Communications Commission or any successor. (9) Franchise means an authorization granted by the City to a person to construct, maintain, or emplace facilities generally upon, across, beneath, and over the public rights-of-way in the City, subject to the terms and conditions specified in a Franchise Agreement. (10) Franchise Agreement means the contract entered into between the City and a Grantee that sets forth the terms and conditions under which the franchise may be exercised. (11) Grantee means a person that has been granted a cable franchise by the City or is an OVS operator in the City. (12) Owner or operator of a facility means any person which has a possessory interest in such facility or which controls or is responsible for, through any arrangement, the management and operation of such facility. (13) Person means any individual, corporation, partnership, association, joint stock company, trust, governmental entity, or any other legal entity, but not the City. 3 TITLE I: GENERAL PROVISIONS 5: Authority (14) Public Rights -of -Way means the surface and space above, on, and below any public highway, avenue, street, lane, alley, boulevard, concourse, driveway, bridge, tunnel, park, parkway, waterway, dock, bulkhead, wharf, pier, public easement, or right-of-way within the City in which the City now or hereafter holds any property interest which, consistent with the purposes for which it was dedicated or otherwise acquired, may be used for the purpose of constructing, operating, and maintaining a facility. (15) Telecommunications has the meaning ascribed to it in 47 U.S.C. § 153(43). (16) Telecommunications Service has the meaning ascribed to it in 47 U.S.C. § 153(46). (17) Work permit means an authorization issued by the City to enter upon the public rights-of-way at specified times and places to erect, construct, emplace, or otherwise work on facilities. 5. Authorit This ordinance is adopted pursuant to the City's powers, including but not limited to those under Section 38A of the Iowa Constitution and Section 364.2 of the Iowa Code. 6. Reservation of Rights; Police Power All rights and privileges granted in a franchise agreement are subject to the police powers of the City and its rights under applicable laws and regulations to exercise its governmental powers to their full extent and to regulate a grantee and the construction, operation and maintenance of the grantee's cable system, including, but not limited to, the right to adopt, amend, and enforce ordinances and regulations as the City shall find necessary in the exercise of its police powers, the right to adopt and enforce applicable zoning, building, permitting and safety ordinances and regulations, the right to adopt and enforce ordinances and regulations relating to equal employment opportunities, and the right to adopt and enforce ordinances and regulations containing right-of-way, telecommunications, utility and cable television consumer protection and service standards and rate regulation provisions, except to the extent that an exercise of such powers would impair the obligations of a grantee's franchise agreement as prohibited by Article I, Section 10, clause 1 of the U.S. Constitution. 7. Title This Ordinance is known and may be cited as the "Dubuque Cable Right -of -Way Ordinance." 4 TITLE I: GENERAL PROVISIONS 8: Authorization Required 8. Authorization Required (1) No person shall install, erect, hang, lay, bury, draw, emplace, construct, reconstruct, maintain, or operate any facility upon, across, beneath, or over any public right-of-way in the City or other City property without first obtaining from the City the necessary authorization (e.g., in the case of a cable operator, a franchise) required under local, state or federal law. (2) An owner or operator of facilities may be required to hold different authorizations for its use of the public rights-of-way to provide different services. For example, and without limitation, the owner or operator of facilities that provides both cable service and telephone service must obtain both a cable franchise and any authorization needed to provide telephony. 9. Construction Standards. (1) Construction, operation, maintenance, and repair of facilities shall be in accordance with all applicable law and regulation, and with sound industry practice. All safety practices required by law shall be used during construction, maintenance, and repair of facilities. (2) No Grantee or holder of any work permit for any facility shall dig, trench, or otherwise excavate in the public rights-of-way without complying with the provisions of the Iowa One -Call System, Iowa Code § 480.3 et. seq., or its successor. (3) An owner or operator shall at all times employ at least ordinary care and shall install and maintain in use commonly accepted methods and devices preventing failures and accidents that are likely to cause damage, injury, or nuisance to the public. (4) In the event of a conflict among codes and standards, the most stringent code or standard shall apply (except insofar as that standard, if followed, would result in a system that could not meet requirements of federal, state or local law, or is expressly preempted by other such standards). (5) A Grantee shall have the authority to trim trees that overhang public rights-of-way of the city so as to prevent the branches of such trees from coming in contact with the facilities of the Grantee, in a manner subject to the approval of the City Manager or designee. Notwithstanding that grant of authority, if the Grantee performs the work, it shall be fully liable for any damages caused thereby, and shall be responsible for replacing damaged trees and shrubs. Grantee shall be responsible for notifying abutting property owners prior to trimming trees and shall obtain permission from the City Manager or the 5 TITLE I: GENERAL PROVISIONS 9: Construction Standards. City Manager's designee. At the option of the City, such trimming may be done by the City. (6) Construction Schedule. Every owner or operator shall, at least 45 days prior to commencing significant construction activity (including a significant rebuild, upgrade, or repair to existing facilities) upon, across, beneath, or over any public right- of-way in the City or other City property, provide to the City in writing the date on which the owner or operator anticipates it will begin construction and the approximate length of time required for such construction. (7) Coordination of Construction With the City. Prior to the erection, construction, upgrade, or rebuild of any facilities in the public right-of-way, the owner or operator of such facilities shall first submit to the City for written approval, which shall not be unreasonably denied or delayed, a concise description of the facilities proposed to be erected or installed, including engineering drawings, if required by the City, together with maps and plans indicating the proposed location of all such facilities. The owner or operator shall provide the best information it has in such reasonable format as may be specified by the City for the City's planning function. No such erection or construction shall be commenced by any Person until approval therefor has been received from the City. At the time of such approval, the City shall inform the Grantee whether the reports and other information described by Title I, section 18(3)(A) shall be required with respect to the approved construction. (8) Coordination of Construction With Third Parties. Developers or other parties planning the construction or opening of streets in the City shall provide reasonable notice to the City and to the owners or operators of facilities subject to this Ordinance so that joint trenching and joint emplacement of facilities may be conducted wherever practicable. Such owners and operators shall similarly provide notice to each other and to any relevant developers, for the same purpose. The City shall maintain a list of owners and operators of facilities subject to this Ordinance for reference by other parties. (9) Contractors and Subcontractors. Any contractor or subcontractor used for work or construction, installation, operation, maintenance, or repair of facilities in the public rights-of-way must be properly licensed and insured under laws of the State and all applicable local ordinances. Each contractor or subcontractor shall have the same obligations with respect to its work as an owner or operator of the facility would have if the work were performed by the owner operator. An owner or operator shall be responsible for all activities carried out by its contractors, subcontractors and employees at the owner or operator's request. (10) Publicizing Proposed Construction Work. The owner or operator of facilities in the public rights-of-way shall notify the public prior to commencing any construction, other than emergency repair work, that will significantly disturb or disrupt 6 TITLE I: GENERAL PROVISIONS 10: Placement of Facilities. public property or have the potential to present a danger or affect the safety of the public generally. Written notice of such construction work shall be delivered to the City at least one week prior to commencement of that work. Notice shall be provided to those persons most likely to be affected by the work in at least two of the following ways: by telephone, in person, by mail, by distribution of flyers to residences, by publication in local newspapers, or in any other manner reasonably calculated to provide adequate notice. If an owner or operator must enter a building or other structure, it must schedule an appointment at the reasonable convenience of the owner or resident. 10. Placement of Facilities. (1) All facilities shall be installed and located to minimize interference with the rights and convenience of other property owners. (2) An owner or operator of a facility shall not place facilities, equipment, or fixtures where they will interfere with any other facilities, or obstruct or hinder in any manner the various utilities serving the residents of the City or their use of any public rights-of-way. (3) The City may reasonably direct the specific placement of facilities to ensure that users of the public rights-of-way do not interfere with each other and that the public rights-of-way are used safely and efficiently. (4) Every Grantee that ceases operating or maintaining any facility shall, upon written request of the City within two years or the cessation or maintenance of such facility, promptly remove it. Should the Grantee neglect, refuse, or fad to remove such facility, the City may remove the facility at the expense of the Grantee. The obligation to remove shall survive the termination of the franchise or license for a period of two years and shall be bonded. (5) No owner or operator of a facility shall erect new aerial plant, other than to repair existing plant, in or on a public right-of-way in which both electric and telephone service providers have placed their lines underground, or in an area which the City has by ordinance forbidden new aerial plant to be constructed or existing aerial plant to be maintained. (6) If at any time the City determines that existing wires, cables or other like facilities of public utilities anywhere in the City shall be changed from an overhead to underground installation, the owner or operator of a facility shall at the owner or operator's sole expense convert its system in that location to an underground installation. 7 TITLE I: GENERAL PROVISIONS 11: Relocation of Facilities. (7) A Grantee shall use, with the owner's permission, existing poles, conduits and other facilities whenever feasible. A Grantee may not erect poles, conduits, or other facilities in public rights-of-way without the express permission of the City. Copies of agreements for use of conduits or other facilities shall be filed with the City upon City request. (8) To the extent practicable, above -ground equipment placed on private property shall be placed at the location requested by the property owner. An owner or operator shall provide affected homeowners with at least ten days' advance written notice of its plans to install such equipment, and shall make reasonable efforts to confer with such homeowners before any work is done. (9) Whenever above -ground equipment is placed on private property, the Grantee shall provide landscaping camouflage reasonably acceptable to the property owner, at the Grantee's expense. 11. Relocation of Facilities. (1) The owner or operator of a facility on or within the public rights-of- way shall, at its own expense, upon written notice from the City reasonably in advance, promptly relocate any facility located on or within the public rights-of-way as the City may deem necessary or appropriate to facilitate the realignment, reconstruction, improvement or repair of public streets, sidewalks, curbs, drains, sewers, and public improvements of any sort; provided, however, that a operator may be permitted to abandon any property in place with the written consent of the City. (2) If any removal, relaying, or relocation is required to accommodate the construction, operation, or repair of the facilities of another person that is authorized to use the public rights-of-way, an owner or operator of a facility shall, upon thirty (30) days' advance written notice, take action to effect the necessary changes requested by the responsible entity. The City may resolve disputes as to responsibility for costs associated with the removal, relaying, or relocation of facilities as among entities authorized to install facilities in the public rights-of-way if the parties are unable to do so themselves, and if the matter is not governed by a valid contract between the parties or a state or federal law or regulation. (3) In the event of an emergency, or where a facility creates or is contributing to an imminent danger to health, safety, or property, the City may remove, relay, or relocate any or all parts of that communications system without prior notice. 12. Restoration. (1) If an owner or operator of a facility disturbs a pavement, sidewalk, driveway or other surfacing, or landscaping, or other structure, either on private property 8 TITLE I: GENERAL PROVISIONS 13: Work Permits or in public rights-of-way, the owner or operator shall, in a manner approved by the City, replace and restore all pavement, sidewalk, driveway or other surfacing, or landscaping disturbed, in substantially the same condition and in a good, workmanlike, timely manner, in accordance with any standards for such work set by the City. Such restoration shall be undertaken within no more than ten (10) days after the damage is incurred, weather permitting, and shall be completed as soon as reasonably possible thereafter. The owner or operator shall guarantee and maintain such restoration for at least one year against defective materials or workmanship. (2) In the event an owner or operator of a facility fails to complete any work required for the protection or restoration of the public rights-of-way, or any other work required by City law or ordinance, within the time specified by and to the reasonable satisfaction of the City, the City, following notice and an opportunity to cure, may cause such work to be done, and the an owner or operator of a facility shall reimburse the City the cost thereof within thirty (30) days after receipt of an itemized list of such costs; or the City may recover such costs through the security fund provided by an owner or operator of a facility, pursuant to the procedures for recovery from the security fund specified in the owner or operator's franchise agreement. (3) Any and all public rights-of-way, public property, or private property that is disturbed or damaged during the construction, repair, replacement, relocation, operation, maintenance, or reconstruction of a system shall be promptly repaired by the an owner or operator of a facility. 13. Work Permits (1) No person shall install, erect, hang, lay, bury, draw, emplace, construct, or reconstruct any facility upon, across, beneath, or over any public right-of- way in the City, or enter into the public rights-of-way to work on a facility, other than routine repair or maintenance, without first obtaining a work permit therefor from the City Manager or the City Manager's designee pursuant to City of Dubuque Code of Ordinances § 41-61. Notwithstanding the foregoing, under no provision in this Ordinance shall any work permit or other approval from the City be required to install, construct, repair, maintain or replace any service drop. (2) A franchise under this Ordinance shall not render unnecessary or take the place of such work permits. 14. Business License A franchise under this Ordinance does not render unnecessary or take the place of any generally applicable business license that may be required by the City for the privilege of transacting and carrying on a business within the City generally. 9 TITLE I: GENERAL PROVISIONS 15: Reimbursement of Costs 15. Reimbursement of Costs All Grantees will reimburse the City for its internal and out-of-pocket costs, including but not limited to attorneys' and consultants' fees, actually and reasonably incurred by the City in connection with an application for an initial franchise under this Ordinance, as determined by the City after it takes action on the application. Any application fee submitted with the application will be credited against this amount. The Applicant will remit to the City payment for such costs within thirty days of its receipt of the City's invoice. 16. Administration The City Manager or his or her designee shall — (1) Collect any applicable fees from all owners or operators of facilities using public rights-of-way in the City; (2) Audit any franchise fees or payments owed to the City; (3) Publish from time to time a schedule of application and hearing fees, which shall be designed to recover the City's costs in processing applications hereunder and may provide specially for hearing fees in those cases where hearings are required; (4) Be responsible for the continuing enforcement of all terms and conditions of franchises under this Ordinance. 17. Audits Each owner and operator of facilities in the public rights-of-way shall maintain books, records, and plant accounts sufficient to document its obligations for any fee or payment owed pursuant to the City Code. Such books, records, and accounts shall be maintained and available for inspection for a period of four years; provided, however, that such books, records, and accounts shall be maintained and available during the continuation of any audit by or on behalf of the City commenced during such four-year period or during any dispute or litigation with respect thereto. 18. Reports and Records. (1) Open Books and Records: (A) The City shall have the right to inspect and analyze at any time during normal business hours at the nearest office of an owner or operator of facilities, or, if such office is not in the City, then at such other location in the City as the City may reasonably designate, all books, receipts, maps, records, 10 TITLE I: GENERAL PROVISIONS 18: Reports and Records. codes, programs, and disks or other storage media and other like material reasonably appropriate in order to monitor compliance with the terms of this Ordinance or applicable law, where the owner or operator shall have the burden of showing that such materials are not reasonably appropriate. This includes not only the books and records directly relevant to enforcement of this Ordinance or the owner or operator's franchise agreement that are held by the operator, but any books and records held by an Affiliate, or any contractor, subcontractor or any person holding any form of management contract for the facilities in the public rights-of- way to the extent such books or records relate to the facilities. An owner or operator is responsible for collecting the information and producing it at a location as specified above. The City shall provide the owner or operator with advance notice stating the types of records sought to be reviewed and the reason for such review. (B) Access to an owner or operator's records shall not be denied on the basis that said records contain "proprietary" information. Any confidential information received by the City shall remain confidential insofar as permitted by the Iowa Open Records Act, Iowa Code Chapter 22, and other applicable state and federal law. (2) Annual Report: Unless this requirement is waived in whole or in part in writing by the City, no later than 120 days after the end of its fiscal year, each owner or operator of facilities in the Public Rights -of -Way shall submit a written report to the City, in a form directed by the City, which shall include: (A) An organizational chart showing all corporations or partnerships with more than a five (5) percent ownership interest in the owner or operator, and the nature of that ownership interest (limited partner, general partner, preferred shareholder, etc.); and showing the same information for each corporation or partnership that holds such an interest in the corporations or partnerships so identified, and so on until the ultimate corporate and partnership interests are identified. 11 TITLE I: GENERAL PROVISIONS 18: Reports and Records. (3) (B) Detailed, updated maps depicting the location of all facilities located in public rights-of-way in the City. Special Reports Unless this requirement is waived in whole or in part by the City, the owner or operator of facilities in the public rights-of-way shall deliver the following special reports to the City: (A) An owner or operator shall submit monthly construction reports to the City for any major construction undertaken in the public rights-of-way until such construction is complete. The owner or operator must submit updated as -built system design maps to the City, or make them available for inspection with notice of their availability, within 30 days of the completion of system construction in any geographic area. These maps shall be developed on the basis of post - construction inspection by the owner or operator and construction personnel. Any departures from design must be indicated on the as -built maps. (B) An owner or operator must submit a copy and brief explanation of any request for protection under bankruptcy laws, or any judgment related to a declaration of bankruptcy by the owner or operator or by any partnership or corporation that owns or controls the owner or operator directly or indirectly. (4) Records Required. An owner or operator of facilities in the public rights-of-way shall at all times maintain: (A) A full and complete set of plans, records, and "as built" maps showing the exact location of all equipment installed or in use in the City, exclusive of customer service drops. (B) A file showing its plan and timetable for future major construction of the facilities. (5) Voluminous Materials: If any books, records, maps or plans, or other requested documents are too voluminous, or for security reasons cannot be copied and moved, then an owner or operator of facilities in the public rights-of-way may request that the inspection take place at 12 TITLE I: GENERAL PROVISIONS 19: Bond or Letter of Credit some other location, provided that (1) the owner or operator must make necessary arrangements for copying documents selected by the City after review; and (2) the owner or operator must pay all travel and additional copying expenses incurred by the City in inspecting those documents or having those documents inspected by its designee, as charges incidental to the enforcing of the owner or operator's franchise or other authorization for use of the public rights-of-way. 19. Bond or Letter of Credit No person shall install, erect, hang, lay, bury, draw, emplace, construct, reconstruct, maintain, or operate any facility upon, across, beneath, or over any public right-of-way in the City or other City property until the owner or operator shall have filed with the City Manager a bond and/or letter of credit, in a form acceptable to the City, running in favor of the City, to guarantee the obligations of the owner or operator under this Ordinance and applicable law. The amount of the bond or letter of credit shall be no less than the reasonable cost of removal of the facilities and restoration of any affected public rights- of-way or other property pursuant to this Ordinance. 20. Insurance An owner or operator shall maintain insurance covering its facilities and operations in the public rights-of-way, as specified in a specific title herein or in its franchise agreement. 21. Enforcement (1) Penalties. For violation of provisions of this Ordinance or its franchise under this Ordinance, including but not limited to the following, penalties shall be assessable against an owner or operator and shall be chargeable to its performance bond and/or letter of credit in any amount up to the limits specified in City of Dubuque Code of Ordinances Chapter 2, at the City's discretion: (A) For failure to supply information, reports, or filings lawfully required under applicable law or agreements; (B) For failure to render payments due under this Ordinance, any applicable agreement or applicable law; (C) For failure to file, obtain or maintain any required performance bond or letter of credit in a timely fashion; (D) For failure to restore damaged property. 13 TITLE I: GENERAL PROVISIONS 21: Enforcement (2) In addition to any other remedies hereunder, the City may seek an injunction to mitigate or terminate a violation, or employ any other remedy available at law or equity, including but not limited to imposition of penalties pursuant to Title I, Section 21(1). (3) Any failure of the City to insist on timely performance or compliance by any person shall not constitute a waiver of the City's right to later insist on timely performance or compliance by that person or any other person. (4) Termination on account of certain assignments or appointments (A) To the extent not prohibited by the United States Bankruptcy Code, a franchise under this Ordinance shall terminate automatically by force of law one hundred twenty calendar days after an assignment for the benefit of creditors or the appointment of a receiver or trustee (including a debtor-in- possession in a reorganization) to take over the business of the owner or operator, whether in bankruptcy or under a state law proceeding; provided, however, that such franchise shall not so terminate if, within that one -hundred -twenty -day period: (i) Such assignment, receivership or trusteeship has been vacated; or (ii) Such assignee, receiver, or trustee has cured any defaults and has fully complied with the terms and conditions of this Ordinance and any applicable agreement and has executed an agreement, approved by any court having jurisdiction, under which it assumes and agrees to be bound by the terms and conditions of this Ordinance and any applicable agreement. (iii) In the event of foreclosure or other judicial sale of any of the facilities, equipment, or property of an owner or operator of facilities in the public rights-of-way, its franchise under this Ordinance shall automatically terminate thirty (30) calendar days after such foreclosure or sale, unless: (a) The City has approved a transfer to the successful bidder; and 14 TITLE I: GENERAL PROVISIONS 22: Indemnification (b) The successful bidder has covenanted and agreed with the City to assume and be bound by the terms and conditions binding its predecessor. (iv) Any mortgage, pledge or lease of facilities in the public rights-of-way shall be subject and subordinate to the rights of the City under this Ordinance, any applicable agreement, and other applicable law. (B) If a franchise under this Ordinance is terminated for any reason, the City may, at its discretion, require the Grantee to remove its facilities from the public rights-of-way and to restore the public rights-of-way to their prior condition at the owner or operator's expense, or that of their sureties. If an owner or operator whose franchise has been terminated fails, after reasonable notice from the City, to remove its facilities from the public rights-of-way, such facilities shall be deemed abandoned and ownership forfeited to the City. (5) All remedies specified in this Ordinance are cumulative unless otherwise expressly stated. The exercise of one remedy shall not foreclose use of another, nor shall the exercise of a remedy or the payment of liquidated damages or penalties relieve an operator of its obligations to comply with this Ordinance. In exercising any remedy specified in this Ordinance, the City shall comply with any substantive and procedural requirements for exercising such remedies in an owner or operator's franchise agreement or other authorization. (6) The owner or operator shall pay any penalty assessed in accordance with this Section 21 within fourteen (14) days after receipt of notice from the City of such penalty. (7) The City may reduce or waive any of the above -listed penalties for good cause shown. 22. Indemnification Any indemnity provided pursuant to a franchise agreement or other authorization shall include, but not be limited to, the City's reasonable attorneys' fees incurred in defending against any such claim, suit, or proceeding. Recovery by the City of any amounts under insurance, the performance bond or letter of credit, or otherwise shall not limit in any way a person's duty to indemnify the City, nor shall such recovery relieve a person of its obligations pursuant to an franchise under this Ordinance, limit the amounts owed to the 15 TITLE II: CABLE COMMUNICATIONS 23: Severability City, or in any respect prevent the City from exercising any other right or remedy it may have. 23.Severability. If any term, condition, or provision of this Ordinance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof shall be valid in all other respects and continue to be effective. In the event of a subsequent change in applicable law so that the provision which had been held invalid is no longer invalid, said provision shall thereupon return to full force and effect without further action by the City and shall thereafter be binding on owners and operators. TITLE II: CABLE COMMUNICATIONS 1. General Provisions (1) Title. This Title II shall be known and may be cited as the "City Cable Communications Regulatory Code." (2) Further Findings and Purpose. The City of Dubuque, Iowa ("City") finds that the further development of cable communications may result in great benefits for the people of the City. Cable technology is rapidly changing, and cable plays an essential role as part of the City's basic infrastructure. Cable television systems permanently occupy and extensively make use of scarce and valuable public rights-of- way, in a manner different from the way in which the general public uses them, and in a manner reserved primarily for those who provide essential services to the public subject to special public interest obligations, such as utility companies. The grant of a franchise has the effect of giving the holder extensive economic benefits and placing the holder in a position of public trust. The City finds that public convenience, safety, and general welfare can best be served by establishing regulatory powers vested in the City or such persons as the City so designates to protect the public and to ensure that any franchise granted is operated in the public interest. Further, it is recognized that cable systems have the capacity to provide not only entertainment and information services to the City's residents, but can provide a variety of broadband, interactive communications services to institutions and individuals. Many of these services involve City agencies and other public institutions. (3) In light of the foregoing, the following goals, among others, underlie the provisions set forth in this Title: (A) Cable should be available to as many City residents and businesses as possible. 16 TITLE II: CABLE COMMUNICATIONS 1: General Provisions (B) A cable system should be capable of accommodating both present and reasonably foreseeable future cable -related needs of the City. (C) A cable system should be constructed and maintained during a franchise term so that changes in technology may be integrated to the maximum extent commercially practicable into existing system facilities. (D) A cable system should be responsive to the needs and interests of the local community, and shall provide the widest possible diversity of information sources and service to the public. (E) A cable operator should pay fair compensation to the City for the occupation and use of scarce and valuable local public rights-of-way. (4) The City intends that all provisions set forth in this Ordinance be construed to serve the public interest and the foregoing public purposes, and that any franchise issued pursuant to this Ordinance be construed to include the foregoing findings and public purposes as integral parts thereof. (5) Delegation of Powers. The City may delegate the performance of any act, duty, or obligation, or the exercise of any power, under this Ordinance or any franchise agreement to any employee, officer, department or agency of the City, except where prohibited by applicable law. (6) Definitions. (A) Access Channel. Any channel on a cable system set aside by a Grantee for public, educational, or governmental use. (B) Basic Service. That Cable Service tier which includes all signals of domestic television broadcast stations provided to any subscriber (except a signal secondarily transmitted by satellite carrier beyond the local service area of such station, regardless of how such signal is ultimately received by the Cable System); any public, educational, and governmental programming required by the franchise to be carried on the basic tier; and any additional video programming signals added to the basic tier by the cable operator. 17 TITLE II: CABLE COMMUNICATIONS 1: General Provisions (C) Cable Act. The Cable Communications Policy Act of 1984, 47 U.S.C. §§ 521 et seq., as amended from time to time. (D) Cable Operator. Any person or group of persons (A) who provides cable service over a cable system and directly or through one or more affiliates owns a significant interest in a substantial portion of such cable system, or (B) who otherwise controls or is responsible for, through any arrangement, the management and operation of such a cable system. (E) Cable Service. (a) The one-way transmission to subscribers of video programming or other programming service; and (b) subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service. (F) Cable System or System. A facility consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable television service which includes video programming and which is provided to multiple subscribers within the City, but such term does not include (1) a facility that serves only to retransmit the television signals of one or more television broadcast stations; (2) a facility that serves subscribers without using any public rights-of-way and without connecting to a facility that uses any public rights-of-way; (3) a facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the Communications Act, except that such facility shall be considered a cable system if such facility is used in the transmission of video programming directly to subscribers; (4) an open video system that complies with 47 U.S.C. § 573; or (5) any facilities of any electric utility used solely for operating its electric utility system. (G) Converter. An electronic device which may serve as an interface between a system and a subscriber's television receiver or other terminal equipment, and which may perform a variety of functions, including signal security, descrambling, electronic polling, frequency conversion and channel selection. 18 TITLE II: CABLE COMMUNICATIONS 1: General Provisions (H) Educational Access Channel or Educational Channel. Any channel on a cable system set aside by a Grantee for educational use. (1) Franchise Area. The area of the City that a Grantee is authorized to serve by its franchise agreement. (J) Governmental Access Channel or Governmental Channel. Any channel on a cable system set aside by a Grantee for government use. (K) Installation. The connection of system services to subscribers' television receivers or other subscriber -owned or -provided terminal equipment. (L) Normal Business Hours. Those hours during which most similar businesses in the community are open to serve customers, including some evening hours at least one night per week and/or some weekend hours. (M) Normal Operating Conditions. Those service conditions that are within the control of a Grantee. Conditions that are not within the control of a Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, and telephone network outages. Conditions that are within the control of a Grantee 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 a cable system. (N) Programmer. Any person or entity that produces or otherwise provides program material or information for transmission by video, audio, digital or other signals, either live or from recorded traces or other storage media, to users or subscribers by means of a cable system. (0) Public Access Channel. Any channel on a cable system set aside by a Grantee for use by the general public, including groups and individuals, and which is available for such use on a non-discriminatory basis. (P) School. Any primary or secondary school or college accredited by the State of Iowa, including without limitation 19 TITLE II: CABLE COMMUNICATIONS 1: General Provisions all accredited post -secondary institutions such as community colleges, technical colleges and universities. (Q) Security Fund. A performance bond, letter of credit, or cash deposit, or any or all of these, to the extent applicable to a given Grantee. (R) Service Interruption. Loss of picture or sound on one or more channels, or degradation of picture or sound beyond permissible levels as defined by applicable law. (S) Subscriber. The City or any Person who is lawfully receiving, for any purpose or reason, any Cable Service via a Cable System, whether or not a fee is paid for such service. (T) Transfer. "Transfer" shall mean any transaction in which: (A) there is any change in control of the Grantee; or (B) the rights and/or obligations held by the Grantee under the franchise are transferred, directly or indirectly, to another party; or (C) any change or substitution occurs in the managing general partners of the Grantee, where applicable. Notwithstanding the foregoing, transfers or changes of control between affiliates under common ownership or control shall not constitute a "Transfer," provided that the ultimate parent of the Grantee executes and delivers a guarantee of the Grantee's performance under this Ordinance and its franchise agreement in substantially the form attached hereto as Exhibit B. Notwithstanding any other provision of this Title, pledges in trust or mortgages of the assets of a Cable System to secure the Construction, operation, or repair of the system may be made without application and without City's prior consent. However, no such arrangement shall be made if it would in any respect under any condition: (1) prevent the Grantee or any successor from complying with, this Title, franchise agreement or other applicable law or regulation; or (2) permit a third party to succeed to the interest of the Operator, or to own or control the system, without the prior consent of City. Any mortgage, pledge or lease shall be subject to and subordinate to the rights of City under any Franchise, this Title, or other applicable law. 20 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise (I) "Control" for purposes of this Section 1(6)(T) means the legal or practical ability to exert actual working control over the affairs of an entity, either directly or indirectly, whether by contractual agreement, majority ownership interest, any lesser ownership interest, or in any other manner. (ii) A rebuttable presumption that a transfer of control has occurred shall arise upon the acquisition or accumulation of five percent (5%) or more of the ownership (as measured by voting interests, not number of shares) of an entity by any person or group of persons acting in concert, none of whom already own or control fifty percent (50%) or more of such right or control, singularly or collectively. (iii) A Grantee is responsible for ensuring that the intent of Section 13 herein is carried out. If for any reason an event occurs that would require the City's approval under Section 13, whether or not such event is directly or indirectly within the Grantee's control, such event shall constitute a "transfer" for purposes of this Ordinance and any applicable law. (U) User. A person or organization using a channel or equipment and facilities for purposes of producing or transmitting material, as contrasted with the receipt thereof in the capacity of a subscriber. 2. Grant of Franchise (1) Grant. (A) The City may grant one or more cable franchises, and each such franchise shall be awarded in accordance with and subject to the provisions of this Ordinance. (B) This Ordinance may be amended from time to time, and in no event shall this Ordinance be considered a contract between the City and a Grantee such that the City would be prohibited from amending any provision hereof. (C) No person may construct or operate a cable system in the City without a franchise granted by the City. No person may 21 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise be granted a franchise without having entered into a franchise agreement with the City pursuant to this Ordinance. (2) Term of Franchise. No franchise shall be granted for a period of more than fifteen (15) years, except that a Grantee may apply for renewal or extension pursuant to applicable law. (3) Franchise Characteristics. (A) A franchise authorizes use of public rights-of-way for installing cables, wires, lines, optical fiber, underground conduit, and other devices necessary and appurtenant to the operation of a cable system to provide cable service within a franchise area, but does not expressly or implicitly authorize a Grantee to provide service to, or install a cable system on, private property without owner consent (except for use of compatible easements pursuant to Section 621 of the Cable Act, 47 U.S.C. § 541(a)(2)), or to use publicly or privately owned conduits without a separate agreement with the owners. (B) A franchise shall constitute both a right and an obligation to provide the cable services regulated by the provisions of this Ordinance and the franchise agreement. (C) A franchise is non-exclusive and will not explicitly or implicitly preclude the issuance of other franchises to operate cable systems within the City; affect the City's right to authorize use of public rights-of-way by other persons to operate cable systems or for other purposes as it determines appropriate; or affect the City's right to itself construct, operate, or maintain a cable system, with or without a franchise, subject to applicable state and federal law. (D) All privileges prescribed by a franchise shall be subordinate to (without limitation) the City's use of the public rights-of- way for purposes that do not directly or indirectly compete with the Grantee and to any prior lawful occupancy of the public rights-of-way. (E) No reference herein, or in any franchise agreement, to "public rights-of-way" shall be deemed to be a representation or guarantee by the City that its interest or other right to 22 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise control the use of such property is sufficient to permit its use for such purposes, and a Grantee shall be deemed to gain only those rights to use as are properly in the City and as the City may have the undisputed right and power to give. (4) Grantee Subject to Other Laws, Police Power. (A) A Grantee shall at all times be subject to and shall comply with all applicable federal, state, and local laws. A Grantee shall at all times be subject to all lawful exercise of the police power and any other lawful authority of the City, including without limitation all rights the City may have under 47 U.S.C. § 552. Nothing in a franchise agreement shall be deemed to waive the requirements of the various codes and ordinances of the City regarding permits, zoning, fees to be paid, or manner of construction, installation, operation, maintenance, or repair of system equipment. (B) No course of dealing between a Grantee and the City, or any delay on the part of the City in exercising any rights hereunder, or any acquiescence by the City in the actions of a Grantee that are in contravention of such rights (except to the extent such rights are expressly waived by the City) shall operate as a waiver of any such rights of the City. (C) The City shall have the maximum authority to regulate cable systems, Grantees, and franchises as may now or hereafter be lawfully permissible; except where rights are expressly waived by a franchise agreement, they are reserved, whether expressly enumerated or not. (D) The City may, from time to time, issue such reasonable rules and regulations concerning cable systems as are consistent with applicable law and Title I, Section 6. (5) Eminent Domain. Nothing herein shall be deemed or construed to impair or affect, in any way or to any extent, the City's rights of eminent domain to the extent to which they may apply to any cable system. (6) Applications For Initial Grant or Modification Of Franchise. (A) Application Required. 23 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise (i) A written application shall be filed with the City for grant of an initial franchise or modification of a franchise agreement pursuant to 47 U.S.C. § 545. (ii) To be acceptable for filing, a signed original of the application shall be submitted together with twelve (12) copies. The application must be accompanied by any required application filing fee, conform to any applicable request for proposals, and contain all required information. All applications shall include the names and addresses of persons authorized to act on behalf of all applicants with respect to the application. (iii) All applications accepted for filing shall be made available by the City for public inspection. (B) Application for Grant of an Initial Franchise. (i) A person may apply for an initial franchise by submitting an application containing the information required in Section 2(6)(C). Upon receipt of such an application, the City may either (a) evaluate the application pursuant to Section 2(6)(B)(iii), conducting such investigations as it deems necessary; or (b) issue a Request for Proposals ("RFP"), after conducting, if necessary, a proceeding to identify the future cable -related needs and interests of the community. Any such RFP shall be mailed to the person requesting its issuance and made available to any other interested party. The RFP may contain a proposed franchise agreement. (ii) An applicant shall respond to a RFP by filing an application within the time directed by the City, delivering a copy to each existing Grantee and providing the information and material set forth in Section 2(6)(C). The procedures, instructions, and requirements set forth in the RFP shall be followed by each applicant. Any applicant that has already filed materials pursuant to subsection 2(6)(B)(i) herein need not refile the same materials with its RFP response, but must amplify its application to include any additional or different materials required by the RFP. The City or its designee may seek additional 24 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise information from any applicant and establish deadlines for the submission of such information. (iii) In evaluating an application for a franchise, the City shall consider, among other things, the following factors: (a) The extent to which the applicant has substantially complied with the applicable law and the material terms of any existing cable franchise for the City; (b) Whether the quality of the applicant's service under any existing franchise in the City, including signal quality, response to customer complaints, billing practices, and the like, has been reasonable in light of the needs and interests of the communities served; (c) Whether the applicant has the financial, technical, and legal qualifications to provide cable service; (d) Whether the application satisfies any minimum requirements established by the City and is otherwise reasonable to meet the future cable -related needs and interests of the community, taking into account the cost of meeting such needs and interests; (e) Whether the application satisfies any requirements under applicable state or federal law governing the issuance of additional franchises; (f) Whether, to the extent not considered under subsection 2(6)(B)(iii)(d), the applicant will provide adequate Public, Educational, and Governmental access channel capacity, facilities, or financial support; (g) Whether issuance of a franchise is warranted in the public interest considering the immediate and future effect on the public rights-of-way and private property that would be used by the cable system, including the extent to which installation or maintenance as planned would require replacement 25 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise of property or involve disruption of property, public services, or use of the public rights-of-way; the effect of granting a franchise on the ability of cable to meet the cable -related needs and interests of the community; (h) What effects a grant of the application may have on competition in the delivery of cable service in the City. (iv) If the City finds that it is in the public interest to issue a franchise considering the factors set forth above, and subject to the applicant's entry into an appropriate franchise agreement, it shall issue a franchise. If the City denies a franchise, it will issue a written decision explaining why the franchise was denied. Prior to deciding whether or not to issue a franchise, the City may hold one or more public hearings or implement other procedures under which comments from the public on an application may be received. The City also may grant or deny a request for a franchise based on its review of an application without further proceedings and may reject any application that is incomplete or fails to respond to an RFP. This Ordinance is not intended and shall not be interpreted to grant any applicant or existing Grantee standing to challenge the denial of its application or the issuance of a franchise to another; however, an existing Grantee shall be an deemed an interested party for purposes of Section 2(10) of this Title. (C) Contents of Application. An RFP for the grant of an initial franchise shall require, and any such application shall contain, at a minimum, the following information: (i) Name and address of the applicant and identification of the ownership and control of the applicant, including: the names and addresses of the ten (10) largest holders of an ownership interest in the applicant and affiliates of the applicant, and all persons with five (5) percent or more ownership interest in the applicant and its affiliates; the persons who control the applicant and its affiliates; all officers and directors of the applicant and its affiliates; and 26 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise any other business affiliation and cable system ownership interest of each named person. (ii) A demonstration of the applicant's technical ability to construct and/or operate the proposed cable system, including identification of key personnel. (iii) A demonstration of the applicant's legal qualifications to construct and/or operate the proposed cable system, including but not limited to a demonstration that the applicant meets the following criteria: (a) The applicant must have the necessary authority under Iowa law to operate a cable system. (b) The applicant must have the necessary authority under federal law to hold the franchise and operate a cable system. An applicant must have, or show that it is qualified to obtain, any necessary federal franchises or waivers required to operate the system proposed. (iv) A demonstration of the applicant's financial ability to complete the construction and operation of the cable system proposed. (v) A description of the applicant's prior experience in cable system ownership, construction, and operation, and identification of communities in which the applicant or any of its principals have, or have had, a cable franchise or any interest therein. (vi) Identification of the area of the City to be served by the proposed cable system, including a description of the proposed franchise area's boundaries. In no event, however, shall the mandatory area of universal service required be less that of any existing Grantee. (vii) A detailed description of the physical facilities proposed, including channel capacity, technical design, performance characteristics, headend, and access facilities. (viii) Where applicable, a description of the construction of the proposed system, including an estimate of plant 27 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise mileage and its location; the proposed construction schedule; a description, where appropriate, of how services will be converted from existing facilities to new facilities; and information on the availability of space in conduits including, where appropriate, an estimate of the cost of any necessary rearrangement of existing facilities. (ix) A demonstration of how the applicant will reasonably meet the future cable -related needs and interests of the community, including descriptions of how the applicant will meet the needs described in any recent community needs assessment conducted by or for the City, and how the applicant will provide adequate Public, Educational, and Governmental access channel capacity, facilities, or financial support to meet the community's needs and interests. (x) Pro forma financial projections for the proposed franchise term, including a statement of projected income, and a schedule of planned capital expenditures, with all significant assumptions explained in notes or supporting schedules. (xi) If the applicant proposes to provide cable service to an area already served by an existing cable Grantee, the identification of the area where the overbuild would occur and the ability of the public rights-of-way and other property that would be used by the applicant to accommodate an additional system. (xii) Any other information that may be reasonably necessary to demonstrate compliance with the requirements of this Ordinance. (xiii) Any additional information that the City may have requested of an applicant that is relevant to the City's consideration of the application. (xiv) An affidavit or declaration of the applicant or authorized officer certifying the truth and accuracy of the information in the application, acknowledging the enforceability of application commitments, and certifying that the application meets all federal and state law requirements. 28 TITLE II: CABLE COMMUNICATIONS 2: Grant of Franchise (D) The City may, at its discretion and upon request of an applicant, waive in writing the provision of any of the information required by Section 2(6)(C). (E) If the applicant was formed less than two years before the date of application, this same information shall be supplied for each party owning an interest of ten percent or more in the applicant. (7) Application for Grant of a Renewal Franchise. The renewal of any franchise to provide cable service shall be conducted in a manner consistent with applicable federal law. (8) Application for Modification of a Franchise. An application for modification of a franchise agreement shall include, at minimum, the following information: (A) The specific modification requested; (B) The justification for the requested modification, including the impact of the requested modification on subscribers and others, and the financial impact on the applicant if the modification is approved or disapproved, demonstrated through, inter alfa, submission of financial pro formas; (C) A statement whether the modification is sought pursuant to Section 625 of the Cable Act, 47 U.S.C. § 545, and, if so, a demonstration that the requested modification meets the standards set forth in 47 U.S.C. § 545; (D) Any other information that the applicant believes is necessary for the City to make an informed determination on the application for modification; and (E) An affidavit or declaration of the applicant or authorized officer certifying the truth and accuracy of the information in the application, and certifying that the application is consistent with all federal and state law requirements. (9) Public Hearing. Prior to the issuance of a franchise, the City shall provide for the holding of a public hearing within the proposed franchise area, following reasonable notice to the public, at which the applicant and its application shall be 29 TITLE II: CABLE COMMUNICATIONS 3: Construction Standards examined and the public and all interested parties afforded a reasonable opportunity to be heard. (10) Acceptance of Franchise. Following approval by the City, and unless otherwise specified in a franchise agreement, any franchise granted pursuant to this Ordinance, and the rights, privileges and authority granted by a franchise agreement, shall take effect and be in force from and after the first date on which both the Grantee and the City have accepted and signed the franchise agreement. 3. Construction Standards (1) The construction, operation, maintenance, and repair of a cable system shall be in accordance with all applicable sections of the Occupational Safety and Health Act of 1970, as amended; the most current edition of the National Electrical Safety Code and National Electric Code; Obstruction Marking and Lighting, AC 70/7460 i.e., Federal Aviation Administration; Construction, Marking and Lighting of Antenna Structures, Federal Communications Commission Rules Part 17; the Bellcore Blue Book Manual of Construction Procedures; Applicant's Construction Procedures Manual; and other applicable federal, state, or local laws and regulations that may apply to the operation, construction, maintenance, or repair of a cable system, including, without limitation, local zoning and construction codes and laws and accepted industry practices, all as hereafter may be amended or adopted. In the event of a conflict among codes and standards, the most stringent code or standard shall apply (except insofar as that standard, if followed, would result in a system that could not meet requirements of federal, state or local law, or is expressly preempted by other such standards). The City may adopt additional standards as required to ensure that work continues to be performed in an orderly and workmanlike manner. (2) Without limiting the foregoing, antennae and their supporting structures (towers) shall be designed in accordance with the Uniform Building Code as amended, and shall be painted, lighted, erected, and maintained in accordance with all applicable rules and regulations of the Federal Aviation Administration and all other applicable state or local laws, codes, and regulations, all as hereafter may be amended or adopted. (3) The City does not guarantee the accuracy of any maps showing the horizontal or vertical location of existing substructures. In public rights-of-way, where necessary, the location shall be verified by excavation. (4) To the extent practicable, above -ground equipment, other than subscriber drop lines and single dwelling unit or other similar interface devices attached to customer structures, placed on private property shall be placed at the location requested by the property owner. A Grantee shall provide affected homeowners with at least ten days' advance written notice of its plans to install such equipment, and shall 30 TITLE II: CABLE COMMUNICATIONS 4: Use of Public Property make reasonable efforts to confer with such homeowners before any work is done, if the homeowner contacts the Grantee on a timely basis before work begins. 4. Use of Public Property (1) Should the grades or lines of the public rights-of-way that a Grantee is authorized by a franchise to use and occupy be changed at any time during the term of a franchise, the Grantee shall, if necessary, relocate or change its system so as to conform with the new grades or lines. (2) Any alteration to the water mains, sewerage or drainage system or to any City, state or other public structures in the public rights-of-way required on account of the presence of a Grantee's system in the public rights-of-way shall be made at the sole cost and expense of the Grantee. During any work of constructing, operating or maintaining of a system, the Grantee shall also protect any and all existing structures belonging to the City and any other person. All work performed by the Grantee shall be done in the manner prescribed by the City or other officials having jurisdiction therein. 5. Interference with Public Projects. Nothing in this Ordinance or any franchise agreement shall be in preference or hindrance to the right of the City and any board, authority, commission or public service corporation to perform or carry on any public works or public improvements of any description, and should a Grantee's system in any way interfere with the construction, maintenance or repair of such public works or public improvements, the Grantee shall protect or relocate its system, or part thereof, as reasonably directed by any City official, board, authority, commission or public service corporation, consistent with the requirements of this Ordinance and the franchise agreement. 6. Consumer Protection (1) General Provisions. This Section sets forth minimum customer service standards that a Grantee must satisfy. In addition, the Grantee shall at all times satisfy any additional or stricter requirements established by FCC regulations, or other applicable federal, state, or local law or regulation, as the same may be adopted or amended from time to time. (A) Nothing in this Ordinance may be construed to prevent or prohibit: (i) the City and a Grantee from agreeing to customer service requirements that exceed the standards set forth in this ordinance; (ii) the City from enforcing, through the end of a franchise term, pre-existing customer service requirements that 31 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection exceed the standards set forth in this Ordinance and are contained in current franchise agreements; (iii) the City from enacting or enforcing any customer service or consumer protection laws or regulations; or (iv) the establishment or enforcement of any City law or regulation concerning customer service that imposes customer service requirements that exceed, or address matters not addressed by, the standards set forth in this Ordinance, a franchise agreement or federal or state law; (v) the City from waiving, for good cause, requirements established in this Section 6. (2) Nothing in this Ordinance in any way relieves a Grantee of its obligation to comply with other applicable consumer protection laws and its franchise agreement. (3) Installations, Connections, and Other Grantee Services. (A) Standard Installations. Except as federal rate regulations may otherwise require or preempt, the Grantee shall not assess a subscriber any cost other than a standard installation charge for service drops, for a single outlet, unless the Grantee demonstrates to the City's satisfaction that extraordinary circumstances justify a higher charge. (B) The subscriber's preference as to the point of entry into the residence shall be observed whenever feasible. Runs in building interiors shall be as unobtrusive as possible. The Grantee shall use due care in the process of installation and shall repair any damage to the subscriber's property caused by said installation. Such restoration shall be undertaken as soon as possible after the damage is incurred and shall be completed within no more than thirty (30) days after the damage is incurred. (C) Location of Drops. In locations where the Grantee's system must be underground, drops must be placed underground as well. Except as federal law may otherwise require, in any area where a Grantee would be entitled to install a drop above -ground, the Grantee will provide the homeowner the 32 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection option to have the drop installed underground if requested, but may charge the homeowner the difference between the actual cost of the above -ground installation and the actual cost of the underground installation. (D) Time for Extension. Where a Grantee is required under this Section 6(3)(A) to provide service to a person, it must provide such service (i) within 30 days of the person's request if such person resides no further than one hundred fifty (150) feet from the Grantee's distribution system; (ii) within sixty days if the person resides more than one hundred fifty (150) feet from the Grantee's distribution system, but the distribution system need not be extended for one-half mile or more to provide service; and (iii) within six months if an extension of the distribution system for one-half mile or more is required. (E) Deposits. A Grantee may require a reasonable deposit on equipment provided to subscribers, in addition to any allowable monthly rental fees. Any subscriber deposit required by Grantee shall bear interest in accordance with applicable law or at the going rate, which shall be not less than the prime rate of the bank being used by the City for the conduct of ordinary business. All deposits, with interest, shall be returned to the subscriber within thirty (30) days after termination of service or return of the equipment, whichever is sooner. (F) Antennas. A Grantee shall not, as a condition to providing cable service, require any subscriber or potential subscriber to remove any existing reception devices for the receipt of over -the -air signals. (4) Telephone and Office Availability. (A) Each Grantee shall maintain an office at a convenient location in the City that shall be open during normal business hours to allow subscribers to request service, pay bills, and conduct other business. (B) Each Grantee will maintain at least one local, toll-free or collect call telephone access line which will be available to subscribers 24 hours a day, seven days a week. Trained 33 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection representatives of a Grantee shall be available to respond to subscriber telephone inquiries during normal business hours. (C) Under Normal Operating Conditions, the following standards shall be met by a Grantee at least ninety (90) percent of the time, measured quarterly. (i) Telephone answering time shall not exceed thirty (30) seconds, and the time to transfer the call to a customer service representative (including hold time) shall not exceed an additional thirty (30) seconds. (ii) A customer will receive a busy signal less than three percent (3%) of the time. (iii) When the business office is closed, an answering machine or service capable of receiving and recording service complaints and inquiries shall be employed. Inquiries received after hours must be responded to by a trained representative of a Grantee on the next business day. To the extent possible, the after-hours answering service shall comply with the same telephone answer time standard set forth in this Section. (D) A Grantee must hire sufficient staff (which may include contract labor) so that it can respond to customer inquiries, complaints, and requests for service in its office, over the phone, and at the subscriber's residence as required by this Ordinance. (5) Scheduling and Completing Service (A) Installations, Outages and Service Calls. Under Normal Operating Conditions, each of the following standards shall be met by all Grantees at least 95% of the time, as measured on a quarterly basis: (i) Repairs and maintenance for service interruptions and other repairs not requiring work within a subscriber's premises must be completed within twenty-four (24) hours after the subscriber reports the problem to the Grantee or its representative or the interruption or need for repairs otherwise becomes known to the Grantee. Work on all other requests for 34 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection service must be begun by the next business day after notification of the problem. All such work must be completed within three (3) days from the date of the initial request, except installation requests. In any case where, for reasons beyond a Grantee's control, the work could not be completed in the specified time periods even with the exercise of all due diligence, the Grantee shall complete the work in the shortest time possible; the failure of a Grantee to hire sufficient staff or to properly train its staff shall not justify a Grantee's failure to comply with this provision. Except as federal law requires, no charge shall be made to the subscriber for this service, except for the cost of repairs to the Grantee's equipment or facilities where it can be documented that the equipment or facility was damaged by a subscriber. System outages affecting more than 500 subscribers shall be acted upon within four hours after the Grantee becomes aware of the outage, including Saturdays, Sundays, and legal holidays. (ii) The appointment window for installations, service calls, and other installation activities will be either a specific time or, at maximum, a 4 -hour time block during normal business hours. (iii) A Grantee may not cancel an appointment with a subscriber after the close of business on the business day preceding the appointment. If a Grantee's representative is running late for an appointment with a subscriber and will not be able to keep the appointment as scheduled, the subscriber will be contacted, and the appointment rescheduled, as necessary, at a time which is convenient for the subscriber. (B) Each Grantee shall perform service calls, installations, and disconnects at least during normal business hours. In addition, maintenance service capability enabling the prompt location and correction of major system malfunctions shall be available twenty-four hours a day, seven days a week. (C) Emergency Maintenance. A Grantee shall keep an emergency system maintenance and repair staff, capable of 35 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection responding to and repairing system malfunctions or interruptions, on a twenty-four (24) hour basis. (D) Other Inquiries. Under Normal Operating Conditions, billing inquiries and requests for service, repair, and maintenance not involving service interruptions must be acknowledged by a trained customer service representative within twenty-four (24) hours, or prior to the end of the next business day, whichever is earlier. A Grantee shall respond to all other inquiries within five (5) business days of the inquiry or complaint. (E) Repair of Facilities. Except as federal law requires, no charge shall be made to the subscriber for repairs or maintenance of Grantee -owned equipment or facilities, except for the cost of repairs to the Grantee's equipment or facilities where it can be shown that the equipment or facility was damaged by a subscriber. (F) Missed Appointments. If a subscriber experiences a missed appointment due to the fault of a Grantee, the Grantee shall pay the subscriber twenty (20) dollars for each missed appointment, or such other amount as the City and the Grantee may agree, in addition to any other penalties or liquidated damages. (G) Mobility -Limited Subscribers. With regard to mobility -limited subscribers, upon subscriber request, each Grantee shall arrange for pickup and/or replacement of converters or other Grantee equipment at the subscriber's address or by a satisfactory equivalent (such as the provision of a postage - prepaid mailer). (6) Interruptions of Service. A Grantee may intentionally interrupt service on the cable system only for good cause and for the shortest time possible and, except in emergency situations or to the extent necessary to fix the affected subscriber's service problems, only after a minimum of forty-eight (48) hours' prior notice to subscribers and the City of the anticipated service interruption; provided, however, that planned maintenance that does not require more than two (2) hours' interruption of service and that occurs between the hours of 12:00 midnight and 6:00 a.m. shall not require such notice to subscribers, but shall require notice to the City no less than twenty-four (24) hours prior to the anticipated service interruption. (7) Notice to Subscribers. 36 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection (A) When a subscriber is connected or reconnected to a cable system and at least once annually afterwards, and at any time upon request, the Grantee shall provide each subscriber with written information concerning the following. Copies of all such materials provided to subscribers shall also be provided to the City. Such information shall also be made available on a generally accessible Internet site. (i) a description of products and services offered, including a schedule of rates and charges, a list of channel positions, and a description of programming services, options, and conditions; (ii) a description of the Grantee's installation and service maintenance policies, delinquent subscriber disconnect and reconnect procedures, and any other of its policies applicable to its subscribers; (iii) instructions on how to use the cable service; (iv) instructions for placing a service call; (v) a description of the Grantee's billing and complaint procedures, including the address and telephone number of the City office responsible for receiving subscriber complaints; (vi) a copy of the service contract, if any; (vii) notice regarding subscribers' privacy rights pursuant to 47 U.S.C. § 551; (viii) notice of the availability of universal remote controls and other compatible equipment (a list of which, specifying brands and models, shall be provided to any subscriber upon request). (B) The Grantee shall provide to all subscribers at least thirty days' written notice before the implementation of any change in rates, programming services, business hours, or procedures for responding to inquiries after normal business hours. At least five working days before the subscriber notice, unless waived by the City, the Grantee shall provide to the City the specific points to be contained in a subscriber 37 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection notice and the text of the subscriber notice, if available. If the text is not available, it shall be provided to the City as soon as it is available. (C) All Grantee promotional materials, announcements, and advertising of residential cable service to subscribers and the general public, where price information is listed in any manner, shall clearly and accurately disclose price terms. In the case of pay-per-view or pay -per -event programming, all promotional materials must clearly and accurately disclose price terms and in the case of telephone orders, a Grantee shall take appropriate steps to ensure that price terms are clearly and accurately disclosed to potential customers before the order is accepted. (D) Each Grantee shall maintain a public file containing all notices provided to subscribers under these customer service standards. Copies of all such notices sent to subscribers, and of any agreements used with subscribers, shall be filed promptly with the City. (8) Subscriber Agreements (A) The form of any installation or service agreement which a Grantee proposes to use or has used with a subscriber shall be subject to the approval of the City in order to ensure protection of legitimate consumer interests. Any type of agreement used by a Grantee and not approved by the City shall be void ab initio. When such an agreement is submitted for approval, the City shall provide its response within two weeks after the date of submission. (B) Two (2) copies of all other types of agreements with subscribers used by a Grantee shall be filed and maintained, one (1) copy with the City Clerk and one (1) copy with the City Manager or the City Manager's designee. (C) No agreement with a subscriber shall contain false or misleading information. (9) Billing. (A) Bills shall be clear, concise, and understandable. Bills must be fully itemized with itemizations including, but not limited 38 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection to, basic and premium service charges and equipment charges. Bills shall clearly delineate all activity during the billing period, including optional charges, rebates, and credits. Amounts itemized on bills pursuant to 47 U.S.C. § 542(c) shall not be identified as separate costs over and above the amount the franchisee charges a subscriber for cable service, but shall be shown in such a way as to make clear to the subscriber that these amounts are part of the total amount a Grantee charges a cable subscriber for cable service, as set forth in the example in H.R. Rep. No. 628, 102d Cong., 2d Sess., at 86 (1992). (B) Refund checks to subscribers shall be issued promptly, but no later than the later of — (i) the subscriber's next billing cycle, or thirty (30) days, following resolution of the refund request, whichever is earlier; or (ii) the return of all equipment supplied by the Grantee, if service is terminated. (C) Credits for service shall be issued no later than the subscriber's next billing cycle following the determination that a credit is warranted. (D) A Grantee's first billing statement after a new installation or service change shall be prorated as appropriate and shall reflect any security deposit. (E) A Grantee's billing statement must show a specific payment due date not earlier than the tenth day of the period for which the service being billed is rendered. Any balance not received by the end of the period for which the service is being billed ("Current Month") may be assessed a late fee not exceeding five dollars ($5.00) in 2005 dollars, adjusted for inflation according to CPI -U All Urban Consumers U.S. City Average All Items, or such other amount as the City and the Grantee may agree, consistent with state and local law. Any late fee shall appear on the billing statement for the month after the Current Month ("Subsequent Month"). If a late fee is shown on the Subsequent Month's billing statement and such late fee amount is paid before the end of the Current Month, then the Grantee shall reverse such late fee and 39 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection credit such subscriber's account for the amount of such late fee. (F) A Grantee must notify the subscriber that he or she can remit payment in person at the Grantee's business office and inform the subscriber of the address of that office. (G) Subscribers shall not be charged a late fee or otherwise penalized for any failure by a Grantee, including failure to timely or correctly bill the subscriber, or failure to properly credit the subscriber for a payment timely made. (H) The account of any subscriber shall be credited a prorated share of the monthly charge for the service upon the subscriber's reasonably prompt request and, without a subscriber's request, in any case where the Grantee can identify the affected subscribers, if said subscriber is without service or if service is substantially impaired for any reason for a period exceeding four (4) hours during any twenty-four (24) hour period, except where (i) it can be documented that a subscriber seeks a refund for an outage or impairment which that subscriber caused, or (ii) in the case of a planned outage of two hours or less occurring between the hours of 12:00 midnight and 6:00 a.m. of which the subscriber had prior notice, or (iii) if the interruption is necessary to perform tests required by applicable law. (1) A Grantee shall respond to all written billing complaints from subscribers within thirty (30) days. (10) Disconnection/Downgrades. (A) A subscriber may terminate service at any time unless the subscriber has voluntarily entered into a contract for service for a term of longer than one month, in which case the contract terms shall govern. (B) A Grantee shall promptly disconnect or downgrade any subscriber upon request. No period of notice prior to voluntary termination or downgrade of service may be required of subscribers by any Grantee. So long as the subscriber returns, or permits the Grantee to retrieve, any equipment necessary to receive a service within five (5) business days of the disconnection, no charge may be 40 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection imposed by any Grantee for any cable service delivered after the date of the disconnect request. (C) Any security deposit and/or other funds due the subscriber shall be refunded on disconnected accounts after any customer premises equipment provided by the Grantee has been recovered by the Grantee. The refund must be made within thirty (30) days or by the end of the next billing cycle, whichever is earlier, from the date disconnection was requested (or, if later, the date on which any customer premises equipment provided by the Grantee is returned). (D) If a subscriber fails to pay a monthly subscriber fee or other fee or charge, a Grantee may disconnect the subscriber's service; however, such disconnection shall not be effected until after forty-five (45) days from the beginning of the period for which the service being billed is rendered, plus at least ten (10) days' advance written notice to the subscriber in question of intent to disconnect, given after the 45 days have elapsed. If the subscriber pays all amounts due, including late charges, before the date scheduled for disconnection, the Grantee shall not disconnect service. After disconnection, upon payment by the subscriber in full of all proper fees or charges, including the payment of the reconnection charge, if any, the Grantee shall promptly reinstate service. (E) A Grantee may immediately disconnect a subscriber if the subscriber is damaging or destroying the Grantee's cable system or equipment. After disconnection, the Grantee shall restore service after the subscriber provides adequate assurance that it has ceased the practices that led to disconnection, and pays all proper fees and charges, including any reconnect fees and amounts owed the Grantee for damage to its cable system or equipment. (F) A Grantee may also disconnect a subscriber that causes signal leakage in excess of federal limits. Disconnection may be effected after five (5) days' written notice to the subscriber, if the subscriber fails to take steps to correct the problem. In addition, a Grantee may disconnect a subscriber without notice where signal leakage is detected originating from the subscriber's premises in excess of federal limits, provided that the Grantee shall immediately 41 TITLE II: CABLE COMMUNICATIONS 6: Consumer Protection notify the subscriber of the problem and, once the problem is corrected, reconnect the subscriber. (G) If a Grantee fails to remove its subscriber terminal equipment from a subscriber's premises within one hundred twenty (120) days of the termination of service, the property shall be deemed abandoned, unless such subscriber is responsible for the Grantee's failure to remove such property. (H) A Grantee shall reconnect service to customers wishing restoration of service, provided such a customer shall first satisfy any previous obligations owed. (11) Parental Control Option. A Grantee shall make available to any subscribers upon request the option of blocking the video or audio portion of any channel or channels of programming entering the subscriber's home. The control option described herein shall be made available to all subscribers requesting it when any cable service is provided, or reasonably soon thereafter. (12) Subscriber Contracts . No Grantee shall require a subscriber, as a condition of service, to waive any rights the subscriber may have against the Grantee at law or equity. (13) Enforcement (A) A Grantee shall keep such records as are necessary to show compliance with these customer service standards and FCC customer service standards. (B) A Grantee shall file annually with the City a statement signed by an officer or employee certifying compliance with these customer service standards and FCC customer service standards for each calendar quarter. Each such certification shall be filed with the Grantee's annual report. If a Grantee is unable to certify full compliance for each calendar quarter, it must indicate in its filing each standard with which it is in compliance, and in non-compliance statement. (C) If a Grantee in non-compliance with any standard during any calendar quarter, it shall include in its annual filing a statement specifying areas of non-compliance, the reason for the non-compliance and a remedial plan. 42 TITLE II: CABLE COMMUNICATIONS 7: Rate Regulation (D) An officer or employee of a Grantee who knowingly and intentionally signs a compliance certificate or noncompliance statement knowing that such statement is materially false shall be guilty of a misdemeanor. (E) A Grantee that fails to file a compliance certificate or noncompliance statement as required herein shall be liable for the penalty specified for violation of customer service standards herein. (F) In addition, except as prohibited by federal law, a Grantee shall be subject to penalties, forfeitures and any other remedies or sanctions available under federal, state or local law, including without limitation this Ordinance and a Grantee's franchise with the City, if it fails to comply with the standards herein. (G) Violation of the consumer protection obligations referred to in this Section 6 shall be a municipal infraction as defined in Section 1-15 of the City of Dubuque Code of Ordinances and shall be punishable as provided therein. (14) Exclusive Contracts and Anticompetitive Acts Prohibited. (A) No Grantee shall enter into an exclusive agreement to serve a subscriber, person or location unless the Grantee has also offered cable service under terms not requiring an exclusive contract. (B) No Grantee shall engage in acts that have the purpose or effect of limiting competition for the provision of cable service or services similar to cable service in the City, except for such actions as are expressly authorized by federal or state law. 7. Rate Regulation The City reserves the right to regulate all rates and charges except to the extent it is prohibited from doing so by law. 8. Franchise Fee (1) Payment of Franchise Fee. 43 TITLE II: CABLE COMMUNICATIONS 9: System Tests and Inspections (A) Each Grantee shall pay a franchise fee in an amount determined in the franchise agreement. (B) In the event that any franchise fee payment or any recomputation amount is not paid by the due date, then interest shall accrue to the City from such due date at a rate equal to the interest rate then chargeable for unpaid federal income taxes (26 U.S.C. § 6621). (C) In the event that a franchise is revoked prior to its expiration date, the Grantee shall file with the City, within thirty days after the date of revocation, a financial statement certified by the Grantee's chief financial officer or an independent certified public accountant clearly showing the gross revenues received by the Grantee since the previous franchise fee payment period and shall pay at that time any franchise fees accrued as of the date of revocation. (2) Not a Tax or in Lieu of Any Other Tax or Fee. (A) Payment of the franchise fee shall not be considered in the nature of a tax, nor shall it be considered in lieu of other taxes or fees imposed by the City except to the extent that federal law requires such other taxes or fees to be considered part of the franchise fee. (B) No Grantee may designate the franchise fee as a tax in any communication to a subscriber. (3) No Accord or Satisfaction. No acceptance of any payment by the City shall be construed as a release or an accord and satisfaction of any claim the City may have for further or additional sums due or for the performance of any other obligation of a Grantee, or as an acknowledgement that the amount paid is the correct amount due. (4) Allocation of Discounts. For purposes of calculating franchise fee payments under applicable franchise provisions, any discount reflected in an aggregated bill for services which include cable services will be allocated proportionately to cable services. 9. System Tests and Inspections 44 TITLE II: CABLE COMMUNICATIONS 9: System Tests and Inspections (1) A Grantee shall perform all tests necessary to demonstrate compliance with the requirements of its franchise and other performance standards established by law or regulation, and to ensure that system components are operating as expected. (2) A Grantee shall conduct tests as follows: (A) acceptance tests on each newly constructed or rebuilt segment prior to subscriber connection or activation; (B) proof of performance tests on the system at least once every six months or as required by FCC rules, whichever is more often, except as federal law may otherwise limit the Grantee's obligation; (C) special tests when subscriber or user complaints indicate tests are warranted; (D) special tests at the City's reasonable request. (3) Tests shall be supervised by the Grantee's professional engineer, who shall sign all records of tests provided to the City. (4) If the City notifies a Grantee that the City wishes to observe the next proof of performance test, then the Grantee shall provide the City with at least two business days' notice of the test, and an opportunity to observe it. The City may also conduct inspections of construction areas and subscriber installations, including but not limited to inspections to assess compliance with the Grantee's construction and installation requirements, its franchise agreement, and applicable law generally. Inspection does not relieve the Grantee of its obligation to build in compliance with all provisions of its franchise. (5) A written report of the results of any tests required by the City shall be filed with the City within seven (7) days of each test upon the City's request. In addition, the Grantee shall retain written reports of the results of any tests required by the FCC, and such reports shall be submitted to the City upon the City's request. (6) If any test requested by the City indicates that any part or component of the system fails to meet applicable requirements, the Grantee, without requirement of additional notice or request from City, shall take corrective action, retest the locations and advise the City of the action taken and results achieved. (7) The City reserves the right to conduct its own tests upon reasonable notice to the Grantee. If noncompliance is found, the expense thereof shall 45 TITLE II: CABLE COMMUNICATIONS 10: Insurance be borne by the Grantee. The City will endeavor to arrange any request for such tests so as to minimize hardship or inconvenience to the Grantee or to subscribers. 10. Insurance (1) A Grantee shall maintain, and by its acceptance of the Franchise specifically agrees that it will maintain, throughout the entire length of the Franchise period, insurance as set forth in the Insurance Schedule, Exhibit A, as such schedule may from time to time be amended by the City. The Insurance Schedule attached as Exhibit A is the City's current schedule. (A) All contractual liability insurance policies and certificates maintained pursuant to this Agreement shall include the provision of the following Indemnification clause: To the fullest extent permitted by law, the Grantee shall indemnify and hold harmless the City from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the Franchise, provided that such claim, damages, loss or expense is attributable to bodily injury, sickness, disease or death, or injury to or destruction of property including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Grantee, the Grantee's subcontractor, or anyone directly or indirectly employed by the Grantee or the Grantee's subcontractor or anyone for whose acts the Grantee or the Grantee's subcontractor may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. 11. Reports and Records — Cable (1) A Grantee shall maintain financial records that allow analysis and review of its operations in each individual Franchise Area. (2) Communication with Regulatory Agencies (A) The Grantee shall file with the City all reports and materials submitted to or received from the Federal Communications 46 TITLE II: CABLE COMMUNICATIONS 11: Reports and Records — Cable Commission by the Grantee or its Affiliates that relate specifically to the Cable System or are reasonably likely to affect the Grantee's operations in the City. Such reports and materials shall include, but are not limited to, proof of performance tests and results and any petitions or applications regarding the Cable System or a group of Cable Systems of which the Grantee's Cable System is a part. (B) Materials filed with the City pursuant to Section 11(2)(A) shall be filed as follows: Materials submitted by the Grantee, an Affiliate, or any other Person on the behalf of the Grantee shall be filed with the City no later than the next business day after they are submitted to the receiving agency. Materials received by the Grantee shall be filed with the City within thirty (30) days of the date they are received by the Grantee, except that if applicable law permits a response to such materials by the City and sets a deadline of sixty (60) or fewer days for the City's response, they shall be filed with the City within five (5) days of the date they are received by the Grantee. (C) Public access to such materials received by the City shall not be denied, except to the extent expressly required by law. (3) Annual Report: Unless this requirement is waived in whole or in part by the City, no later than 120 days after the end of its fiscal year, a Grantee shall submit a written report to the City, in a form directed by the City, which shall include: (A) a summary of the previous year's activities in development of the Cable System, including but not limited to descriptions of services begun or dropped, the number of subscribers gained or lost for each category of service, the amount collected annually from Users of the System and the character and extent of the services rendered to any Users from whom amounts are collected, including Leased Access Channel Users, provided that if the City directly or indirectly compete with a Grantee in providing communications services, it shall provide such Grantee with the number of subscribers gained or lost for each category of service by the City during the City's fiscal year; (B) a summary of complaints, identifying both the number and nature of the complaints received and an explanation of their 47 TITLE II: CABLE COMMUNICATIONS 11: Reports and Records — Cable dispositions, as such records are kept by the Grantee. Where complaints involve recurrent System problems, the nature of each such problem and the corrective measures taken shall be identified; (C) a report showing the number of service calls received by type during each quarter, and the percentage of service calls compared to the Subscriber base by type of complaint; (D) a report showing the number of outages and service degradations for each quarter, and identifying separately each planned outage, the time it occurred, its duration, and the estimated area and number of Subscribers affected; each unplanned outage or service degradation, the time it occurred, its estimated duration and the estimated area and the number of Subscribers affected; and the total hours of outages and service degradations as a percentage of total hours of Cable System operation. (E) a copy of any rules and regulations of the Grantee applicable to subscribers of the cable system, and of any contracts for Cable Service initiated with current subscribers during the year; (F) an annual statement of Gross Revenues derived from the operation of the Cable System, certified by an officer of the Grantee; (G) a full schedule of all Subscriber and other user rates, fees and charges; (H) the Grantee's policies regarding Subscriber privacy; (1) such other information as the City may direct that is relevant to compliance with the Grantee's franchise agreement, this Ordinance and other applicable law. (4) A Grantee must submit a copy and full explanation of any notice of deficiency, forfeiture, or other document issued by any state or federal agency instituting any investigation or civil or criminal proceeding regarding the Cable System, the Grantee, or any Affiliate of the Grantee, to the extent the same may affect or bear on operations in the City. By way of illustration and not limitation, a notice that an Affiliate that has a management contract for the Cable System was not in compliance with FCC EEO requirements would be deemed to affect or bear on operations in the City. This 48 TITLE II: CABLE COMMUNICATIONS 11: Reports and Records — Cable material shall be submitted in accordance with the deadlines specified in Section 11(2)(B) herein. (5) Additional Reports: Each Grantee shall prepare and furnish to the City, at the times and in the form prescribed by the City, such additional reports with respect to its operation, affairs, transactions or property, as the City may reasonably deem necessary or relevant to the performance of any of the rights, functions or duties of the City in connection with this Agreement and/or the Cable Ordinance. (6) Records Required: The Grantee shall maintain: (A) Records of all complaints received. The term "complaints" as used herein and throughout this Agreement refers to written complaints or complaints documented in the Grantee's normal course of business about any aspect of the Cable System or the Grantee's operations, including, without limitation, complaints about employee courtesy. Complaints recorded may not be limited to complaints requiring an employee service call. (B) Records of outages, indicating date, duration, area, number of Subscribers affected, type of outage, and cause. (C) Records of service calls for repair and maintenance, indicating the date and time service was requested, the date and time service was provided, and (if different) the date and time the problem was resolved. (D) Records of installation/reconnection and written requests for service extension, indicating date of request, date of acknowledgment, and the date and time service was extended. (7) Retention of Records; Relation to Privacy Rights: A Grantee shall take all steps that may be required to ensure that it is able to provide the City all information which must be provided or may be requested under the Cable Ordinance or this Agreement, including by providing appropriate Subscriber privacy notices. Nothing in this Section shall be read to require a Grantee to violate 47 U.S.C. § 551. Each Grantee shall be responsible for redacting any data that federal law prevents it from providing to the City. The City retains the right to question any such redaction and to challenge it in any forum having jurisdiction over such a challenge. Records shall be kept for at least five (5) years, unless otherwise agreed to in writing by the City. 49 TITLE II: CABLE COMMUNICATIONS 12: Performance Guarantees And Penalties (8) Waiver of Reporting Requirements: The City may, at its discretion, waive in writing the requirement of any particular report specified in this Section 11. 12. Performance Guarantees And Penalties (1) Penalties (A) For violation of provisions of this Ordinance or a franchise agreement entered into pursuant to this Ordinance, including but not limited to the following, penalties shall be assessable against a Grantee and shall be chargeable to the Grantee's security fund in any amount up to the limits specified in City of Dubuque Code of Ordinances § 1-15 et seq., at the City's discretion: (i) For failure to substantially complete construction in accordance with the franchise agreement; (ii) For transferring the franchise without approval; (iii) For failure to comply with requirements for public, educational, and governmental use of the system; (iv) For violation of customer service standards; (v) For failure, unless such failure is beyond the Grantee's control, of the system to perform in the event of a public emergency; (vi) For violation of technical standards established by the FCC; (vii) For violation of federal, state, or local privacy requirements; (viii) For any other violations of this Ordinance, a franchise agreement, or other applicable law. (B) The following procedure shall apply, in place of the amount specified in Section 12(1)(A)(iv) above, for violation of customer service standards, in assessing liquidated damages for customer service standards that are measured on a quarterly basis: 50 TITLE II: CABLE COMMUNICATIONS 12: Performance Guarantees And Penalties (I) For the first calendar quarter in which the Grantee does not meet the prescribed standard (a "noncompliant quarter"), the Grantee will be subject to penalties in the amount of $1,500. (ii) For a second consecutive noncompliant quarter, the Grantee shall be subject to penalties in the amount of $2,000. (iii) For each consecutive noncompliant quarter beyond the second, the Grantee shall be subject to penalties in the amount of $4,000. (C) The Grantee shall pay any penalty assessed in accordance with this Ordinance within thirty days after receipt of notice from the City. (D) To the extent that penalties are applied to a Grantee under this Section 12(1), a Grantee shall not be subject to liquidated damages payable to the City for the same violation. (E) The City may reduce or waive any of the above -listed penalties for good cause shown. (F) Pending litigation or any appeal to any regulatory body or court having jurisdiction over a Grantee shall not excuse the Grantee from the performance of its obligations under this Ordinance or its franchise agreement unless a stay is obtained. Failure of the Grantee to perform such obligations because of pending litigation or petition, in the absence of a stay issued by a forum of competent jurisdiction, may result in forfeiture or revocation pursuant to the provisions of this Ordinance and/or its franchise agreement. (2) Remedies Cumulative. All remedies under this Ordinance and the franchise agreement are cumulative unless otherwise expressly stated. The exercise of a remedy or the payment of liquidated damages or penalties shall not relieve a Grantee of its obligations to comply with its franchise or applicable law (3) Relation to Insurance and Indemnity Requirements. Recovery by the City of any amounts under insurance, the security fund, the performance bond, or letter of credit, or otherwise does not limit a Grantee's duty to indemnify the City in any way; nor shall such recovery relieve a Grantee of its obligations under a franchise, limit 51 TITLE II: CABLE COMMUNICATIONS 13: Transfers the amounts owed to the City, or in any respect prevent the City from exercising any other right or remedy it may have. 13. Transfers (1) City Approval Required. (A) A franchise shall be a privilege that is in the public trust and personal to the Grantee. A Grantee's obligations under its franchise involve personal services whose performance involves personal credit, trust, and confidence in the Grantee. (B) No transfer of a franchise, Grantee, or cable system, or of control over the same (including, but not limited to, transfer by forced or voluntary sale, merger, consolidation, receivership, or any other means) shall occur unless prior application is made by the Grantee to the City and the City's prior written consent is obtained, pursuant to this Ordinance and the franchise agreement, and only then upon such terms and conditions as the City deems necessary and proper. Any such transfer without the prior written consent of the City shall be considered to impair the City's assurance of due performance. The granting of approval for a transfer in one instance shall not render unnecessary approval of any subsequent transfer. (2) Application. (A) A Grantee shall promptly notify the City of any proposed transfer. (B) At least one hundred twenty (120) calendar days prior to the contemplated effective date of a transfer, a Grantee shall submit to the City a written application for approval of a transfer. Such an application shall provide complete information on the proposed transaction, including details on the legal, financial, technical, and other qualifications of the transferee, and on the potential impact of the transfer on subscriber rates and service. At a minimum, the following information must be included in the application, unless these requirements are waived, reduced, or modified by the City: (i) all information and forms required under federal law; 52 TITLE II: CABLE COMMUNICATIONS 13: Transfers (ii) all information required in Sections 2(6)(C)(i)-(v) of this Ordinance; (iii) a detailed statement of the corporate or other business entity organization of the proposed transferee, together with an explanation of how decisions regarding the System will be made if the proposed transaction is approved; (iv) complete and unredacted copies of any contracts, financing documents, or other documents that relate to the proposed transaction, and all documents, schedules, exhibits, or the like referred to therein; (v) any documents related to the transaction (including any documents regarding rates the transferee expects to charge) that have been provided to any entity that has been asked to provide financing (debt, equity, or any other kind) for, or to underwrite any offering made in connection with, the proposed transaction; (vi) any shareholder reports or filings with the Securities and Exchange Commission ("SEC") or the Federal Trade Commission ("FTC") that discuss the transaction, and any filings required under federal or state law in connection with the proposed transaction; (vii) complete financial statements for the Grantee and any potential transferees for the last three years, including balance sheets, income statements, profit and loss statements, and documents detailing capital investments and operating costs; (viii) a detailed description of the sources and amounts of the funds to be used in the proposed transaction, indicating how the debt -equity ratio of the System will change in the course of the transaction; what entities will be liable for repayment of any debt incurred; what interest, payment schedule, and other terms or conditions will apply to any debt financing; any debt coverages or financial ratios any potential transferees will be required to maintain over the franchise term if the proposed transaction is approved; what financial resources would be available to the System under the control of the proposed transferee; whether the 53 TITLE II: CABLE COMMUNICATIONS 13: Transfers proposed transferee can meet debt -equity or any other required ratios without increasing rates, with any assumptions underlying that conclusion, and if not, what increases would be required and why; (ix) any other information necessary to provide a complete and accurate understanding of the financial position of the System before and after the proposed Transfer; (x) complete information regarding any potential impact of the Transfer on subscriber rates and service; (xi) any representations made to anyone, in connection with the transaction, about the Grantee's compliance with its Franchise; and (xii) a brief summary of the proposed transferee's plans for at least the next five years regarding line extension, plant and equipment upgrades, channel capacity, expansion or elimination of services, and any other changes affecting or enhancing the performance of the System. (C) To the extent consistent with applicable law, the City may waive in writing any such requirement that information be submitted as part of the initial application, without thereby waiving any rights the City may have to request such information after the initial application is filed. (D) For the purposes of determining whether it shall consent to a transfer, the City or its agents may inquire into all qualifications of the prospective transferee and such other matters as the City may deem necessary in considering the matters described in Section 13(3)(A). The Grantee and any prospective transferees shall assist the City in any such inquiry, and if they fail to do so, the request for transfer may be denied. (E) Any transfer review period established by federal law will not begin until all documents and information required by Section 13(2)(B), without exception, have been provided to the City, unless the City and the Grantee have expressly agreed in writing, before the transfer application is filed with the City, that specified documents or parts of documents 54 TITLE II: CABLE COMMUNICATIONS 13: Transfers may be redacted, excluded, or reviewed through special arrangements. It shall be the responsibility of the Grantee in any transfer to make any arrangements with the City with regard to redaction, exclusion, or confidentiality, including without limitation the execution of any confidentiality agreements that may be appropriate, prior to the filing of any FCC Form 394 or transfer application. By accepting its franchise, a Grantee agrees that any transfer application inconsistent with this requirement is void and, in addition, that filing such an application constitutes a violation of this Ordinance. (3) Determination by City. (A) In making a determination as to whether to grant, deny, or grant subject to conditions an application for a transfer, the City may consider, without limitation, the legal, financial, and technical qualifications of the transferee to operate its system; any potential impact of the transfer on subscriber rates or services; whether the incumbent cable operator is in compliance with its franchise agreement, this Ordinance, and applicable law, and, if not, whether the proposed transferee will cure any noncompliance; whether the transferee owns or controls any other cable system in the City, and whether operation by the transferee may eliminate or reduce competition in the delivery of cable service in the City; whether operation by the transferee or approval of the transfer would adversely affect subscribers or the public, or the City's interest under the franchise agreement, this Ordinance, and other applicable law; whether the transfer would make it less likely that the future cable -related needs and interests of the community would be satisfied at a reasonable cost; and any other matters that it is required or permitted to consider under applicable law. (B) Any transfer without the City's prior written approval shall be ineffective, and shall make this franchise subject to cancellation at the City's sole discretion, and to any other remedies available under the franchise agreement, this Ordinance, or other applicable law. Any such transfer shall be deemed to cause irreparable harm to the City. (C) A Grantee shall be fully liable for any transfer that is in violation of the terms of its franchise agreement or this 55 TITLE II: CABLE COMMUNICATIONS 14: Rights Of Individuals Protected Ordinance and is caused in whole or in part by any other entity or entities, including but not limited to any parents or affiliated entities, as if such transfer had been caused by the Grantee itself. (4) Transferee's Agreement: No application for a transfer shall be granted unless the transferee agrees in writing that it will abide by and accept all terms of the franchise agreement and this Ordinance, and that it will assume the obligations, liabilities, and responsibility for all acts and omissions, known and unknown, of the previous Grantee for all purposes, including renewal, unless the City, in its sole discretion, expressly waives this requirement in whole or in part. (5) Approval Does Not Constitute Waiver. Approval by the City of a transfer does not constitute a waiver or release of any of the rights of the City under this Ordinance or a franchise agreement, whether arising before or after the date of the transfer. 14. Rights Of Individuals Protected (1) Discriminatory Practices Prohibited. (A) A Grantee shall not deny service, deny access, or otherwise discriminate against subscribers, programmers, or residents of the City on the basis of race, color, religion, national origin, sex, or age. (B) A Grantee shall not discriminate among persons or take any retaliatory action against a person because of that person's exercise of any right it may have under federal, state, or local law, nor may the Grantee require a person to waive such rights as a condition of taking service. (C) A Grantee shall not deny access or levy different rates and charges on any group of potential residential cable subscribers because of the income of the residents of the local area in which such group resides. (D) Subject to applicable law and except to the extent the City may waive such a requirement, a Grantee is prohibited from discriminating in its rates or charges or from granting undue preferences to any subscriber, potential subscriber, or group of subscribers or potential subscribers; provided, however, that a Grantee may offer temporary, bona fide promotional discounts in order to attract or maintain subscribers, so long 56 TITLE II: CABLE COMMUNICATIONS 15: Miscellaneous Provisions as such discounts are offered on a non-discriminatory basis to similar classes of subscribers throughout the City; and a Grantee may offer discounts for the elderly, the handicapped, non -for-profit persons or organizations, or the economically disadvantaged, and such other discounts as it is expressly entitled to provide under federal law, if such discounts are applied in a uniform and consistent manner. A Grantee shall comply at all times with all applicable federal, state, and City laws, and all executive and administrative orders relating to non-discrimination. (E) A Grantee may impose different financial terms and conditions on different subscribers based on rational classifications (for example, the subscriber's credit history), provided that such imposition does not violate applicable state or federal law. (2) Subscriber Privacy. (A) A Grantee shall at all times protect the privacy rights of all subscribers, including but not limited to those rights secured by the provisions of Section 631 of the Cable Act, 47 U.S.C. § 551. (B) A subscriber may at any time revoke any authorization to release information by delivering to the Grantee in writing, by mail or otherwise, the subscriber's decision to revoke the authorization. Any such revocation shall be effective upon receipt by the Grantee. (C) A Grantee shall not condition subscriber service on the subscriber's grant or denial of permission to collect, maintain or disclose personally identifiable information except to the extent that such information is necessary for credit check or billing purposes. A subscriber may at any time revoke any permission previously given by delivering to the Grantee a written statement of that intent. 15. Miscellaneous Provisions (1) No Recourse Against the City. Without limiting such immunities as the City or other persons may have under applicable law, a Grantee shall have no recourse whatsoever against the City or its officials, boards, commissions, agents or employees for any loss, costs, expense or damage arising out of any provision or 57 TITLE III: OPEN VIDEO SYSTEMS 1: Applicability of Ordinance. requirement of this Ordinance or because of the enforcement of this Ordinance or the City's exercise of its authority pursuant to this Ordinance, a franchise agreement, or other applicable law, unless the same shall be caused by criminal acts or by willful or gross negligence. TITLE III: OPEN VIDEO SYSTEMS 1. Applicability of Ordinance. (1) In addition to this Title III, Titles I and II of this Ordinance shall apply to open video systems that comply with 47 U.S.C. § 573, to the extent permitted by applicable law, except that the following sections of Title II shall not apply: § 2(1)-2(3) (regarding grant of franchise), § 2(6) (franchise applications), § 7 (rate regulation), § 8(2) (regarding franchise fees), § 12(1)(A)(i) and -01) (certain penalties), § 21(4) (franchise termination due to certain conditions), § 13 (transfers). (2) In applying this Ordinance to an open video system, "Grantee" shall be taken to refer to the open video system operator, "cable system" to the open video system, "franchise" to any authorization granted by the City to the open video system operator, and similar terms shall apply similarly. 2. Application for Open Video System Authorization. (1) A person proposing to use public rights-of-way to install devices for the operation of an open video system shall first obtain authorization from the City for such use. Such a person may apply for such authorization by submitting an application containing: (A) The name and address of the applicant and an identification of the ownership and control of the applicant, including: the names and addresses of the ten largest holders of an ownership interest in the applicant and affiliates of the applicant, and all persons with three percent or more ownership interest in the applicant and its affiliates; the persons who control the applicant and its affiliates; all officers and directors of the applicant and its affiliates; and any other business affiliation and cable system ownership interest of each named person. (B) A detailed description of the physical facilities the applicant proposes to place in public ways. 58 TITLE III: OPEN VIDEO SYSTEMS 3: Fee In Lieu of Franchise Fee. (C) Any information that may be reasonably necessary to demonstrate compliance with the requirements of federal law and with this Ordinance. (D) An affidavit or declaration of the applicant or authorized officer certifying the truth and accuracy of the information in the application and certifying that the application meets all federal and state law requirements. (2) The City may, at its discretion and upon request of an applicant, waive in writing the provision of any of the information required by this Section 2. (3) An OVS applicant shall reimburse the City for its costs pursuant to Title I, Section 15 of this Ordinance. 3. Fee In Lieu of Franchise Fee. An open video system operator shall pay to the City a fee in lieu of and on the same basis as the franchise fee required in Title II, Section 8 of this Ordinance, pursuant to the procedures and conditions specified in that Section and generally herein. 4. Public, Educational, and Governmental Access Obligations. An open video system operator shall be subject to obligations pertaining to public, educational, and governmental access pursuant to applicable law and to the requirements herein. 5. Right -of -Way Usage. An open video system operator shall be subject to all requirements of state and local law regarding authorization to use or occupy the public rights-of-way, except to the extent specifically prohibited by federal law. FCC approval of an open video system operator's certification pursuant to 47 U.S.C. § 573 shall not be taken to confer upon such operator any authority to use or occupy the public rights-of-way that such operator would not otherwise possess. Passed, approved and adopted this 2nd day of May, 2005. Terrance M. Duggan, Mayor 59 TITLE III: OPEN VIDEO SYSTEMS 5: Right -of -Way Usage. Attest: Jeanne F. Schneider, CMC City Clerk APPROVED AS TO FORM: REVIEWED BY: Barry A. Lindahl, Michael C. Van Milligen, Corporation Counsel City Manager Published officially in the Telegraph Herald the day of May, 2005. Jeanne F. Schneider, CMC City Clerk 60