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HomeMy WebLinkAboutRes 2019-58 RESOLUTION NO. 2019-58 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, DECLARING AS A PUBLIC RECORD THAT CERTAIN DOCUMENT FILED WITH THE TOWN CLERK AND ENTITLED "2019 AMENDMENTS TO CHAPTER 13, CABLE COMMUNICATIONS, OF THE FOUNTAIN HILLS TOWN CODE" ENACTMENTS: NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF FOUNTAIN HILLS, ARIZONA, as follows: SECTION 1. That certain document entitled "2019 Amendments to Chapter 13, Cable Communications, of the Fountain Hills Town Code,"of which one paper copy and one electronic copy maintained in compliance with ARS 44-7041 are on file in the office of the Town Clerk and open for public inspection during normal business hours, is hereby declared to be a public record, and said copies are ordered to remain on file with the Town Clerk. PASSED AND ADOPTED by the Mayor and Council of the Fountain Hills, Maricopa County, Arizona, this 3rd day of December, 2019. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: C 1 C Ginn ickey, ayor lizabeth . Burke, Town Cle REVIEWED BY: APPROVED AS TO FORM: Otit..4„e} Grady E. Mil er, To n Manager Aaron D. Arnson, Town Attorney RESOLUTION 2019-58 PAGE 2 EXHIBIT A 2019 Amendments to Chapter 13, Cable Communications, of the Fountain Hills Town Code Chapter 13 CABLE COMMUNICATIONS Articles: 13-1 TITLE 13-2 PURPOSE 13-3 DEFINITIONS 13-4 AUTHORITY TO GRANT LICENSE, LICENSE REQUIRED, NON-EXCLUSIVE LICENSE 13-5 APPLICATION PROCEDURES 13-6 STANDARDS,-O rG,ANTING OD DENYING DTP ICnTIONS RESERVED 13-7 LICENSE AGREEMENT 13-8 OPERATING REQUIREMENTS FOR CABLE COMMUNICATIONS SYSTEMS 13-9 FEES, BONDS, LETTERS OF CREDIT, LIQUIDATED DAMAGES AND APPEALS 13-10 TERMINATION - REVOCATION 13-11 RENEWAL 13-12 TRANSFERS AND-CHnNG_E OF CONTROL RESERVED 13-13 INDEMNITY-INSURANCE 13-14 ADMINISTRATION 13-15 GENERAL PROVISIONS 13-16 RIGHTS RESERVED TO THE COUNCIL RESOLUTION 2019-58 PAGE 3 Article 13-1 TITLE This Chapter shall be entitled the Town of Fountain Hills Cable Communications Chapter. RESOLUTION 2019-58 PAGE 4 Article 13-2 PURPOSE It is the purpose of this chapter to provide for the regulation and control of cable television systems operating within the Town of Fountain Hills, Arizona, by the council, in the public interest; to authorize the council to grant one or more non-exclusive licenses to operate cable communications systems; to provide for the use of town streets, public utility easements, public rights of way and public places by licensee and compensation to the town for use of same; and to require that the provision of this chapter be applicable to all licenses granted by the council AFTER JUNE 18, 2019. TOWN OF FOUNTAIN HILLS ORDINANCE NO. 95-10 APPLIES TO LICENSES GRANTED ON OR BEFORE JUNE 18, 2019. It is the further purpose and intent of this chapter to facilitate the provision of high quality cable television service to the citizens of the town while minimizing disruptions of the public domain for system installation and maintenance. RESOLUTION 2019-58 PAGE 5 Article 13-3 DEFINITIONS For purposes of this chapter, the following words, abbreviations, and their derivations shall have the meanings given herein. Words not defined are given the meaning in Section 602 of the Cable Act, 47 U.S.C. Subsection 522, and, if none, their common and ordinary meaning. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The words "must" or"shall" are mandatory and the word "may" is permissive. "Access channel" shall mean one or more channels dedicated in whole or in part for local non- commercial programming which is set aside for educational use or governmental use without a charge by the licensee for channel usage and which is not originated by a cable company; provided that such access programming shall not include: 1. the retransmission of local television broadcast signals, or 2. programming produced by persons unaffiliated with the cable company under the provisions of Section 612 of the Cable Act. "Applicant" means any person that applies for a license. "Application" means a proposal to construct and/or operate a cable system within the town, transfer a license, renew a license or modify a license. BEGINNING JUNE 18, 2019, ALL LICENSE APPLICATIONS SHALL BE SUBMITTED IN THE FORM OF A UNIFORM CABLE LICENSING AGREEMENT APPLICATION AND AFFIDAVIT AS ADOPTED BY THE COUNCIL IN ACCORDANCE WITH A.R.S. § 9-1401 ET SEQ. An application includes the initial proposal plus all subsequent amendments or supplements to the proposal and relevant correspondence. "Basic cable service" or"basic service" means any service tier which includes the retransmission of local television broadcast signals. "Cable Act" means the Cable Communications Policy Act of 1984, 47 U.S.C. Section 521 et seq., as amended. "Cablecasting" means a non-broadcast signal that originates within the facilities of the cable communications system. "Cable service" means: 1. one way transmission to subscribers of: a. video programming, or b. other programming service, and 2. subscriber interaction, if any, which is required for the selection of such video programming or other programming service—AND, 3. VIDEO SERVICES AS DEFINED IN A.R.S. § 9-1401. "Cable television system" or "cable system" means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is RESOLUTION 2019-58 PAGE 6 designed to provide cable service which includes video programming and which is provided to multiple subscribers within the town. Such term does not include: 1. Facility that serves only to retransmit the television signals of one or more television broadcast stations; 2. A facility that serves only subscribers in one or more multiple unit dwellings under common ownership, control or management, unless such facility uses or crosses (above or through) any public right-of-way; 3. A facility of a common carrier that is subject, in whole or part, to the provision of Title II of the Communications Act of 1934, 47 U.S.C. Subsection 201 et seq., except that such facility shall be considered a cable system to the extent such facility is used in the transmission of video programming directly to subscribers; or, 4. Any facility of any electric utility used solely for operating its electric utility systems. Furthermore, if there is a connection of any such exempt system to a licensed system such exemption shall cease. "Change of service" means all requests by existing subscribers for modification to their cable service, such as additions or deletions of premiums services, additional outlets, remote controls FM service, etc. Such terms shall not include, initial installation of basic cable service, total disconnection of basic cable service or service calls. "Channel" means a portion of the electromagnetic frequency spectrum which is used in a cable system and is capable of delivering a television channel. "Complaint" is a subscriber or citizen issue, presented in verbal or written form, to the licensee or the town relating to any aspect of the licensee's performance under this chapter. "Control of licensee or applicant" means the legal or practical ability to direct the affairs of the licensee or applicant either directly or indirectly, whether by contractual agreement or majority ownership of an economic interest. In the case of a limited partnership, a change in limited partner interests shall not constitute a change in control where the limited partners have no power to participate in the management of the partnership, and the general partner retains full power. " erts transmitted signals to a frequency which permits their reception on an ordinary television set. "Council" means the Town Council of the Town of Fountain Hills, Arizona, or such representative person or entity as may be designated initially or at some future date to act on cable television matters. "Density" means the number of potential subscriber households per mile of cable system. distribi Minn syst eon der cable lines n n fofm e RESOLUTION 2019-58 PAGE 7 unit, each condominium unit, patio homes, guest qua-rtec„ and--simila-r—type structure& "FCC" means the Federal Communications Commission or successor agency. "Gross revenues" shall mean all cash, credits, property of any kind or nature, or other consideration, less related bad debts received directly or indirectly by a licensee, its affiliates, subsidiaries, parent and any person, firm or corporation in which a licensee has a financial interest or which has a financial interest in a licensee, arising from or attributable to the licensee's operation of its cable television system within the town, including, but not limited to: 1. Revenue from all charges for services provided to subscribers; system; 3 yeni fe from all charges for the leas use oof stuies; 42. Revenue from all charges for the installation, removal, connection and reinstatement of equipment necessary for a subscriber to receive cable service; community i ice or institutional Isere 73. Revenue from the production or transmission over the cable system of video programming by licensee including programming produced by its mobile facilities. 84. Any other income derived from the cable system. Gross revenues shall not include taxes collected by licensee on behalf of any governmental authority; any surcharges for underground conversion of cable plant costs; any increase in the value of any stock, security or asset; the value of complimentary services provided to licensee's employees and is required by this chapter or any license; and dividends or other distributions made in respect of any stock or securities, or value received by a licensee or any of its affiliates, subsidiaries or parent relating to licensee services or through cooperative advertising. Gross revenues shall not include cash, credit, property of any kind or nature or other consideration received by a licensee's affiliates, subsidiaries, parent or any person, firm or corporation ("affiliate") in which a licensee has a financial interest or which has financial interest in a licensee for any sales of advertising on the cable system, services to provide programming on the cable system, production services and/or telecommunication services which are cable services when such services are provided by an affiliate, which has all the following characteristics: the affiliate is a separate legal entity, with separate employees, with separate financial records (which may be part of consolidated financial reporting records) and a separate mission; it makes payments to licensee which meet market standards for the services and industries involved, even if it does not offer and provide its services to persons other than licensee in the same industry as licensee; and it was established for valid business purposes and not with the intent and purpose of circumventing payment of license fees on gross revenues. Nothing contained in this exclusion from gross revenues shall be interpreted to exclude from gross revenues such cash, credit, RESOLUTION 2019-58 PAGE 8 property of any kind or nature or other consideration which would be considered the licensee's gross revenues derived from the operation of the cable system under the Cable Act. Except for gross revenue from such sales of advertising on the cable system, services to provide programming on the cable system, production services or telecommunication services which are cable services received by such affiliate, this paragraph shall not exclude from gross revenues any source of gross revenues which an existing licensee itself is receiving at the time it is granted a license under this chapter, as revised April 6, 1995. When a licensee (or an affiliate) holds one or more other cable television licenses in Maricopa County, Arizona and receives revenues from paragraphs , 6 and 73 under this definition, then gross revenues derived from paragraphs 2, 6 and 73 under this definition, shall be allocated pro rata to the town based on the ratio of the number of subscribers of licensee (or an affiliate), in the town to the number of subscribers of licensee (or an affiliate) in all the jurisdictions in Maricopa County, Arizona, in which licensee (or an affiliate) holds a cable license. If a licensee does not allocate its gross revenues derived from paragraphs 2, 6 and 73 under this definition from such other jurisdictions then the number of subscribers in such jurisdictions shall not be included in the total number of subscribers in all other jurisdictions. "Interconnect"or"interconnect of facilities" is the connection of one or more channels of licensee's methods. "Leased channel" or"leased access channel" means any channel designated in accordance with Section 612 of the Cable Act, 47 U.S.C. Subsection 532, for commercial use by persons unaffiliated with the licensee. "License" means the non-exclusive right and authority, granted by the council, as described in this chapter, to construct, maintain and operate a cable television system through use of the public streets or public places in the town. This term does not include any license or permit that may be required by the chapter or other laws, ordinances or regulations of the council for the privilege of transacting and carrying on a business within the town or for disturbing the surface of any street or public thoroughfare. "Licensee" means the person granted a license agreement by the council and any lawful successor, transferee or assignee of said person. "License agreement" means a contract entered into in accordance with the provisions of this chapter between the council and a licensee that sets forth the terms and conditions under which the license will be exercised. "Malfunction" means an equipment or facility failure that results in the loss of a viewable signal on one or more channels. A "major malfunction" has occurred when five or more channels are affected. "Outage" means an equipment or facility failure that results in a total loss of signal on all cable channels affecting three or more subscribers in a quarter section within any one hundred twenty minute period. six months pursuant to-Mans filed with the council. RESOLUTION 2019-58 PAGE 9 "PEG access channel" or "PEG channel" means any channel set aside for educational use or governmental use without a charge by the licensee for channel usage. "Person" means any individual, corporation, joint venture, association, syndicate, trust, partnership or any other business entity who holds or applies for a license from the council. "Property of licensee" means all property owned, installed or used within the town by a licensee in the conduct of a cable television system business. "School" means any public educational institution, which is accredited by a nationally recognized institution, including primary and secondary schools, colleges and universities. "Service call" shall result when service problems occur relating to: 1. Fewer than three complaints regarding total loss of signal on all channels within the same quarter section within one hundred twenty minutes, 2. A degraded signal or picture on one or more channels, or 3. Property damage by licensee employees or authorized contractors. "Standard drop" means that cable connection which requires no more than two hundred fifty foot drop measured from the nearest point of subscribers home or place of business to the nearest active tap on the cable system, involving only one outlet and standard materials and does not involve a wallfish. In addition, a standard drop shall exclude custom installation work including specific subscriber requested work that requires nonstandard inventory or cable routing that requires construction methods exceeding reasonable underground or aerial work. "Street" means the surface, the air space above the surface and the area below the surface of any public street, road, highway, path, sidewalk, alley, court, easement or other public right-of- way or public place now or hereafter held by the town, County of Maricopa or State of Arizona for the purpose of public travel or public utilities. "Subscriber" means any individual or entity legally receiving, for any purpose, cable services of the licensee's cable television system including, but not limited to, the basic service, redistribution of television broadcast signals, radio signals, licensee's original cablecasting, community programming, government and education access channels and other services such as leased channels, data and facsimile distribution, premium and pay per view channels and police, fire and similar public service communication. "Town" means the Town of Fountain Hills, a municipal corporation of the State of Arizona, in its present boundaries, and its future boundaries as increased or decreased by law. "Town manager" means the Town Manager of Fountain Hills, Arizona, or his designee, as will be communicated to the licensee in writing, if and when such designation occurs. gngineering characteristics so that two way transmission, including add-rns.,ability, over system can be implemented with a minimum of expense. RESOLUTION 2019-58 PAGE 10 Article 13-4 AUTHORITY TO GRANT LICENSE, LICENSE REQUIRED, NON-EXCLUSIVE LICENSE A. Pursuant to R.R.S. §9 505A.R.S. §9-1401 ET SEQ., as amended, the council has the authority to issue non-exclusive licenses to construct, install, maintain and operate cable communication systems within the town, and to regulate those cable operations. The council's authority is also based in common law pursuant to the town's ownership of the fee simple title to the streets of the town as well as its legal interest in easements and licenses granted to it by property owners for the purposes of municipal use. B. No provision of this chapter shall be deemed or construed to require the granting of a license. C. No person shall construct, install or maintain a cable system within any street in the town, or within any other public property of the town, unless a license agreement authorizing such use of said streets or property is in full force and effect. D. Any person providing or maintaining a cable system in the town pursuant toa license granted by Maricopa County, Arizona, prior to the incorporation of the town, may continue to provide or maintain such system until such time as the town has granted its first license. If the person providing or maintaining a system does not receive one of the first town licenses, then the person shall have one hundred twenty days from the effective date of the first licenses to provide for the abandonment or removal of the system. E. Any license issued by the council shall be non-exclusive, and the council specifically reserves the right to grant such additional licenses for cable systems as the council deems appropriate. RESOLUTION 2019-58 PAGE 11 Article 13-5 APPLICATION PROCEDURES A. Any person desiring to construct, install, maintain or operate a cable communication system within the town, UNLESS THAT PERSON IS A HOLDOVER CABLE OPERATOR AS DEFINED BY A.R.S. § 9-1401, shall submit an application to the council. This application shall BE FURNISHED BY THE TOWN AND consist of executed application forms AND AFFADAVIT as prescribed BY A.R.S. § 9-1414.and furnished by the town. Failure of any applicant to fully provide all information requested on the application forms AND AFFADAVIT will be sufficient cause for not considering the application. This application shall be filed with the town clerk. in compliance with the provisions of this chapter. Applicat+on,submitte -pur uant to a-requost-for GB. Applications for consent to transfer a license or an interest in a license must conform to the requirements of Awe 12-9 and 13-12 of this chapter A.R.S. § 9-1419, while applications for renewal must conform to Articles 13-9 and 13-11 A.R.S. § 9-1420. C. An application for modification of a license agreement must conform to Article 13-9 of this chapter and A.R.S. § I The specific ification requested; 2. The justification for the requested modification, including the impact-of-the-requested he applicant if-the-modificatien is not approved; 3. A statement as to whether the modification so , said section; and /1. Any other information necessary for the council to make a determination. ED. To be acceptable for filing, an application must be s„bmitted with an„ required filing fee, be properly executed on the forms prescribed by the council, and contain the information required by any required application form, this chapter, and meet the requirements of any applicable request for proposals. IF THE COUNCIL OR TOWN CLERK DETERMINES THAT AN APPLICATION IS INCOMPLETE OR OTHERWISE DEFICIENT, WRITTEN NOTICE SHALL BE GIVEN TO THE APPLICANT WITHIN FIFTEEN DAYS AFTER FILING IN ACCORDANCE WITH A.R.S.§ 9-1414. RESOLUTION 2019-58 PAGE 12 Article 13-6 STANDARDS FO1? GRANTING OR DENYING_ I ICENSE ARRLIG ATE. I SS RESERVED town clerk. The council shall publish notice of can h—aapppliicatien i a—n,aperr ooffggerno T circulation within the proposed service area once a week for two conses weeks rnot e shall indicate the following• 1. The proposed service, or changes in service, and/or 2. Proposed changes in ownership; and 3. Where the application may be viewed; and 4. The due date for submission of any written comments• and 5. The date §9 50, subsection B. All interested--p deemed appropriate and shall be considered: proposed system. 2—The-need4er-and-ci-ii-al-ity-e.f4h-e-servi-Ge-propesed,-inGlucling-rates-to-s-ubsGribersr whether or not rates are to be regulated > > willingness to abide by the limitations of this chapter. equipment, including any specific knowledge or experience the council may have with the applicant. and the public interest the applica n wer� be granted 6 D her fi factors which may, affect the public interest application. RESOLUTION 2019-58 PAGE 13 Article 13-7 LICENSE AGREEMENT A. Upon SUBMISSION OF A COMPLETED APPLICATION, the applicant AND THE TOWN shall negotiate and execute a license agreement within sixty45 days. ng the wherein a requirement is placed upon the licensee, either expressed or implied by this chapter. terms of this chapter. B. A license agreement shall have the following characteristics: 1. It authorizes use of the public rights-of-way for installing cables, wires, lines and other facilities to operate a cable system, but does not expressly or implicitly authorize the licensee to provide service to, or install cable, wires, lines or any other equipment or facilities upon property without owner consent [except for compatible easements or rights- of-way pursuant to 47 U.S.C. Section 541(a)(2)], or to use publicly or privately owned utility poles or conduits without a separate agreement with the owners. It also authorizes the licensee so to use, operate and provide similar facilities or properties rented, licensed or leased from other persons, firms or corporations, including but not limited to any public utility or other licensee licensed or permitted to do business in the town; provided, however, that neither the licensee nor the third party shall be relieved of any regulation or obligations as to its use of such facilities in the streets. 2. It is subject to the paramount right of use of the public rights-of-way by the council and the public for public purposes. The council reserves the right to authorize use of public rights-of-way to other persons as it determines appropriate. 3. It is nonexclusive and will not expressly or implicitly preclude the issuance of other licenses to operate cable systems within the town. 4. It conveys no property right to the licensee or right to renewal other than as may be required by state or federal law. 5. It constitutes a contract between the licensee and the council once it is approved by the council and executed by both parties. A licensee contractually commits itself to comply with the terms, conditions and provisions of the license agreement and with all applicable laws, ordinances, codes, rules, regulations and orders. 6. The term of the license agreement shall not exceed fifteenTEN years commencing on its effective date. 7. A licensee shall execute a hold harmless agreement as part of the license agreement which shall set forth the obligation of the licensee over and above the insurance requirements contained in the license and this chapter. RESOLUTION 2019-58 PAGE 14 8. A licensee shall be subject to all laws, rules and regulations of the State of Arizona and the United States Government. 9. Any of the provisions of this chapter may be amended by the council at any time. This chapter and such amended provisions shall be applicable to all icting license licensee. LICENSE AGREEMENTS EXECUTED AFTER JUNE 18, 2019. 10. All notices and communications from a licensee to the council pursuant to this chapter or a license agreement shall be sent to the town manager unless the licensee is otherwise directed. 11. Insofar as it is not inconsistent with or otherwise preempted by federal or state regulations, the license agreement shall grant the right and privilege to the licensee to provide non-cable communications services. Insofar as it is not inconsistent with or otherwise preempted by federal or state regulations, the council shall retain all authority to regulate non-cable telecommunication services to the extent necessary to protect the public interest and to ensure compliance with all provisions of this chapter. RESOLUTION 2019-58 PAGE 15 Article 13-8 OPERATING REQUIREMENTS FOR CABLE COMMUNICATIONS SYSTEMS A licensee shall conform to the following minimum standards relative to the construction, operation and maintenance of a cable communications system in the town. It is not the intent of this article to prevent any licensee from providing more than the required minimum to meet the standards listed below. A. Rights of Individuals, Subscribers and Users. 1. A cable system shall be operated in a manner consistent with the principles of fairness and equal accessibility of facilities, channels, studios and other services to all residents and other entities having a legitimate use of the system. A licensee shall not discriminate in terms of rates, terms of service or extension of service on the basis of age, race, creed, sex, religion, national origin or marital status. Nor shall a licensee fail to extend service to any part of the town on the basis of the income of the residents. 2. A licensee shall maintain a business office open during normal business hours with listed local or toll-free telephone numbers to allow reasonable access by subscribers and members of the public. U awaive s granted by the �n�-s id office shall be located within teen�j of the tocorporate l ice. When the office is closed, an answering machine or similar device, capable of receiving service complaints and inquiries must be employed. 3. Licensee shall maintain a written record listing date of all complaints, identifying the subscriber or citizen, describing the nature of the complaint and when and what action has been taken by the licensee, if any, in response thereto; such record shall be kept at licensee's office and shall be available for inspection during regular business hours without further notice of demand of the town manager. A summary of such records must be retained for not less than one year. The licensee shall notify each subscriber at the time of initial subscription to service of the procedure to reporting and resolving complaints. 4. A licensee shall establish procedures for the investigation and resolution of all complaints including, but not limited to, those regarding the quality of service and equipment malfunction. A copy of such procedures shall be provided to the council upon request. 5. A licensee must provide each subscriber at the time cable service is installed, the following: a. written instructions for placing a service call, filing a complaint or requesting an adjustment, including the phone number and address of licensee's office; b. the telephone number of the town office responsible for administration of the cable license; c. a schedule of rates and charges for all available services; RESOLUTION 2019-58 PAGE 16 d. copies of the service contract, including disconnect and reconnect procedures and charges; e. a subscriber handbook and upon request any other written policies applicable to subscribers. 6. A licensee shall establish and conform to the following policy regarding refunds to subscribers and users: a. If the licensee collects a deposit or advance charge on any service or equipment requested by a subscriber or user, the licensee shall provide such service or equipment within thirty days of the collection of the deposit or charge or it shall refund such deposit or charge within five days thereafter upon request of the subscriber. The subscriber must be advised of this right of refund at the time the order is placed. b. If any subscriber or user terminates any monthly service during a period of time for which said subscriber or user has made an annual or other payment in advance, the appropriate pro rata portion of said payment shall be refunded by the licensee. 7. The following requirements shall apply to disconnections: a. There shall be no charge for total disconnection of cable service unless such charge was disclosed at the time the subscriber ordered service. All cable communications equipment shall be removed within a reasonable time from a subscriber's property at the subscriber's request, such time not to exceed thirty days from the date of the request. b. If any subscriber fails to pay a properly due monthly subscriber's fee or other charge, the licensee may disconnect the subscriber's service outlet; provided, however, that such disconnection shall not be effected until thirty days after the due date of the charges and shall include a prior written notice to the subscriber of the intent to disconnect. After disconnection, upon payment in full of all proper charges or fees, including the payment of any reconnection charge, the licensee shall promptly reinstate the service. 8. A licensee may interrupt service on the cable system only for good cause and for the shortest time possible and, except in emergency situations, only after prior notice to subscribers and the council of anticipated interruption. No prior notice shall be required for the performance of system maintenance work requiring a maximum of one hour between the hours of six a.m. and twelve midnight, and four hours between the hours of twelve midnight and six a.m. 9. A licensee shall at all times comply with the subscriber privacy provisions of 47 U.S.C. Section 551. 10. No equipment shall be installed by the licensee for subscriber service without first securing a service request from the owner or resident of any private property involved, except in public utility easements. 11. A licensee shall not originate or knowingly permit subliminal transmission at any time for any purpose whatsoever. RESOLUTION 2019-58 PAGE 17 12. A licensee shall provide leased access channels as required under/17 U.S.C. Section 532. In the event that said federal provisions should cease to apply, the council reserves the right to promulgate other leased -scc.,s requirements which shall apply, not to exceed those requirements specified in 117 U.S.C. Section 532 A.R.S. § 9-1442. 13. A licensee shall strictly adhere to the equal employment opportunity requirements of the FCC, 47 U.S.C. Section 554, state statutes and local regulations, and as the same may be amended from time to time. B. Cable System Construction Timetable. agreement. 2. It is the policy of the council to require eens action „f a cable sys designed to ser„e and obtain all necessary permits from the appropriate governmental agencies, utility federal, state and town laws, codes and resolutions. However, no construction shall begin 3. A cable system shall be constructed pursuant to a construction timetable specified in the license agreement. /1. Any delay beyond the terms of the timetable specified in the license agreement will be whatever action the town manager is entitled to under this chapter and the license agreement. request for a construction schedule modification, the licensee must fully explain the reasons for the delay, in writing. The delay must be disapproved by the council if it is not reasonably justified, would have unreasonably discriminating—rc„ults, or would unduly the licensee is notified by the council to the contrary in writing within forty-five days of the date on which the request was filed. information sh reasons for the delay. The town manager shall determine the format to be used for the coordinate with any town construction on streets so as to avoid unnecessary inconvenience to the public. C. Line Extension Policy. RESOLUTION 2019-58 PAGE 18 system pursuant to the following requirements: that meets density requirements of paragraph 2 of this subsection, the licensee shall, within sixty days, furnish the requested service to such person, unless prevented from providing said service due to factors outside licensee's control, such as permit restrictions, private easement considerations, etc. If such service has not been implemented within ninety days of said request, the council may impose liquidated damages for each day thereafter. 2. The licensee must extend and make cable television service available to every least twenty five dwelling units per mile of plant as measured from licensee's nearest , , area has more than five homes, at least one home per 211 street feet including the modified by the council for a specific licensee, provided said licensee demonstrates that it would be commercially impracticable if licensee's compliance with said requirement would system. 3. The licensee shall prevent unnecessary damage to streets and property by installing notice, the licensee shall install underground cable or conduit in all new subdivisions of five or more dwelling units within the service area at the same time and in the same trench activated until the new subdivision meets the criteria-established for line extensions. requesting connection within the licensee's authorized service area at the regular installation chargcilif-the cennoetie►n--to--the resident would require no more than a one 5. With respect to requests for connection requiring a drop line in excess of one hundred ceed the actual costs i fifty feet. B. Construction and Technical Standards. The following general requirements, which are not to be interpreted as imposing standards in excess of FCC imposed limits, OR LIMITS IMPOSED BY STATE LAW, apply to all licensees. 1. In those areas and portions of the service area where the transmission and distribution facilities of the telephone company and the electric company are underground or later RESOLUTION 2019-58 PAGE 19 placed underground, the licensee shall likewise install its transmission facilities underground. 2. In areas where facilities do not have to be underground, a licensee shall not erect any new poles along any street or public way of the town except as may be reasonably required or necessary to fill small gaps in the existing aerial utility systems and only then with the advance approval of the council. 3. All television signals transmitted on a cable system must include any closed captioning information for the hearing impaired. Antennas, supporting structures and outside plant used in the system must be designed to comply with the recommendations of—the structures and outside plant. the FCC. The town manager may require periodic proof of performance tests to be performed at the expense of the licensee. Upon request, the licensee must provide the test results promptly to the town manager. 5. The licensee must advise the town manager who f of performance toff? scheduled so that the town manager may have an observer present. 63. A licensee must not design, install or operate its facilities in a manner that will interfere with the signals of any broadcast station, the electrical system located in any building, the cable system of another licensee, or individual or master antennas used for receiving television or other broadcast signals. 4. THE LICENSEE SHALL PREVENT UNNECESSARY DAMAGE TO STREETS AND PROPERTY BY INSTALLING CABLES OR CONDUITS UNDERGROUND IN NEW SINGLE-FAMILY SUBDIVISIONS AT THE SAME TIME AND IN THE SAME TRENCH AS TELEPHONE, ELECTRIC, OR OTHER SIMILAR SERVICES ARE INSTALLED. GIVEN REASONABLE NOTICE, THE LICENSEE SHALL INSTALL UDNERGROUND CABLE OR CONDUIT IN ALL NEW SUBDIVISIONS OF FIVE OR MORE DWELING UNITS WITHIN THE SERVICE AREA AT THE SAME TIME AND IN THE SAME TRENCH AS TELEPHONE, ELECTRIC, OR SIMILAR SERVICES ARE INSTALLED. CABLE NEED NOT BE INSTALLD OR ACTIVATED UNTIL THE NEW SUBDIVISION METS THE CRITERIA ESTABLISHED FOR LINE EXTENSIONS. EC. Maintenance Specifications 1. The licensee shall construct, install and maintain its cable system in an orderly and workmanlike manner. The safety of the general public, the licensee's employees, the employees of the utility companies and all nearby property owners shall be a primary concern. 2. All cables are to be installed, to the maximum extent possible, parallel with electric and telephone distribution facilities. Multiple-cable configurations shall be arranged in parallel and bundled to the maximum extent possible. RESOLUTION 2019-58 PAGE 20 3. As between licensee and the town, the licensee shall be solely and completely responsible for the actions taken by any contractor or other agent employed to construct or install the licensee's facilities on streets as well as on public or private property. 4. The licensee shall give prior written notice, as set forth later in this article, of its intent to place underground facilities. liquidated damages pursuant to Article 13-9 of this chapter or other enforcement sanctions. 5. In addition, the licensee shall comply with all other town, state and federal laws and regulations which may be applicable to its operations. 6. A licensee shall have available at all hours personnel capable of responding to emergency conditions requiring immediate repair to any facility owned by the state, county, town or the gas, electric and telephone utilities, as well as pipeline companies or similar industries. The licensee shall respond to normal requests for location of its facilities within forty-eight hours. The licensee shall be a member of the One Call Notification Center, or comply with state underground law, for its service area. In the event that licensee property, or the facilities and equipment of unauthorized cable communication providers, has been installed in a street or other dedicated public right-of- way without complying with the requirements of this chapter, or the license has been terminated, revoked or expired, or the use of any licensee property is discontinued for any reason for a continuous period of three months, licensee or any unauthorized cable communication provider, shall at its sole expense on the demand of the council remove promptly from the street all licensee or unauthorized cable communication provider property other than that which the council may permit to be abandoned in place. Upon such removal of subject property, licensee or unauthorized cable communication provider shall promptly restore the street or other public places from which the subject property was removed to a condition as near as possible to its prior condition. Subject property no longer in service may be left in place with the approval of and in a manner prescribed by the council. Upon abandonment of said property in place, licensee or unauthorized cable communication provider shall deliver to the council an instrument transferring ownership of the subject abandoned property to the town. Any cost arising from compliance with this provision shall be borne by the licensee or unauthorized cable communication provider. FD. Use of Streets 1. A licensee must utilize, with the owner's permission, existing poles, conduits or such other facilities whenever possible. Underground street, sidewalk and driveway crossings not using existing conduits shall be bored unless specific council approval is received. A licensee may install its own poles only when approved by the council and subject to whatever reasonable terms the council requires. 2. All transmission lines and other equipment must be installed and located to minimize interference with the rights and reasonable convenience of public and private property owners. The council reserves the right to issue such reasonable rules and regulations concerning the installation and maintenance of cable systems in the public rights-of-way, as may be consistent with this chapter, state and federal law. RESOLUTION 2019-58 PAGE 21 3. The licensee shall have at all times up-to-date route maps showing trunk and distribution lines. Licensee shall make all such maps available for review by the appropriate town personnel. 4. Suitable safety devices and practices as required by town, state and federal laws, ordinances, regulations and permits must be used during construction and maintenance of a cable system. 5. A licensee must remove, replace or modify at its own expense, any of its facilities within any public right-of-way when required to do so by the town manager to allow the town to change, maintain, repair, improve or eliminate a public thoroughfare. Nothing in this article shall prevent licensee from seeking and obtaining reimbursement from sources other than the town. 6. On streets where electrical and telephone utility wiring are located underground, either at the time of initial construction or subsequently, the cable must also be located underground at the licensee's expense. Between a street or road and subscriber's residence, the cable must be located underground if both electrical and telephone utility wiring are located underground. If either electric or telephone are aerial, licensee may install aerial cable except where a property owner requests underground installation and agrees to bear the additional cost over aerial installation. 7. A licensee must obtain any required permits before doing any excavation or causing disturbance to public thoroughfares or private property as a result of its construction or operations and must restore to their former condition such private property and public thoroughfares, the latter in a manner consistent with all applicable rules, regulations, resolutions or other town manager requirements relative to construction, repair or maintenance in public rights-of-way. If such restoration is not satisfactorily performed within a reasonable time in the opinion of the town manager, the town manager may, after prior notice to licensee, cause the repairs to be made at the expense of the licensee. The town manager may inspect ongoing construction and require a licensee to halt construction where the town manager finds the construction to be in non-compliance with the requirements of this chapter, the license agreement or a permit. 8. Prior to commencement of underground construction a licensee must have complied with the following requirements: rights of way; ba. Have requested and received clearance from utilities in the area of construction; Gb. Where new construction will be on private property or in public rights-of-way adjoining private property, have provided no less than seven days written notice by mail or hand delivered to all such property occupants. The notice shall include the name, address and toll-free phone number that the affected person may call for more information or to lodge a complaint. 9. At the request of any person holding a valid building moving permit and upon sufficient notice, the licensee must temporarily raise, lower or cut its wires as necessary to facilitate RESOLUTION 2019-58 PAGE 22 such move upon not less than seventy-two hours advance notice. The direct expense of such temporary move must be paid by the permit holder, and the licensee may require payment in advance. GE. System Services and Capability 1. The following minimum requirements for facilities and services apply to licenses. The council may require that a licensee exceed these minimum requirements. use. Two way capability shall be designed into the system. Upon request, this to comply with said requirement. A licensee shall have the burden of demonstrating, by clear and convincing evidence, that compliance with the minimum channel capacity would be commercially impracticable for its Fountain t- HillsTs cable system n-r ba. Standard installation and basic service to public buildings may be required without charge as t forth in the license agreement IN ACCORDANCE WITH A.R.S. § 9-1442. Licensee may be required to make available, one service outlet to a conveniently accessible point in each school, police station, fire station and town hall or other facility or building located within the license area and used for public purposes as may be designated by the town manager. The installation charge to each occupant, if any, would not exceed licensee's direct cost (time and material). There may also be a minimum monthly service charge at the above locations. Gb. A licensee must design its system to allow the council to interrupt audio portions of the cable service in an emergency to deliver information to subscribers. d. A licensee must provide standby power for the headend so as to be able to operate some annals rl,,ring a pow age fora ,minim ,m of six u hors or as provid de for in the license agreement `^^�� 2. The council may waive minimum requirements for licenses where the applicant demonstrates that such waiver is in the public interest. te-be us encouraged to include proposals for local origination programming by the licensee. b. All access channel operations must conform to the following minimum requirements: RESOLUTION 2019-58 PAGE 23 1) Acce c me shall he carried on the liceG seels lowest priced service offering. 2)The license may require a licensee or other entity to manage the access consistent with the requirements-off thiis chappt nil the intended p,,rpose of such channels. of charge to schools and other qualified educational institutions for-the /1) The use of any local government access channels shall be made available free of charge to the council for the transmission of government related programming. e hall s, bmit to the co, ncil ran an ann,ial basic a plan for p,,li programs and access use c. At the request of a licensee the council may promulgate rules under which being ,ised for access purposes. for community programming on terms and conditions specified in the license agreement. 3. ALL ACCESS CHANNELS OPERATIONS MUST CONFORM TO THE REQUIREMENTS OF A.R.S. § 9-1442. H. Interconnection 2. Upon receiving the request of the council to interconnect, a licensee shall initiate costsy be shared on an equitable back I I ocal Broadcast Channels are incorporated herein by reference. J. Technology Review of either to discuss changes in cable television laws, regulations, technology, competing result of these cussions, th+s-Iris may[ he modified-b-y-t e-town and-the licensee to RESOLUTION 2019-58 PAGE 24 respond to the change in laws, regulations, technology, competing services, the needs of of a mutually agreeable licei.se aa-mrendment a. Cable service similar to cable television service offered by licensee is provided by any entity using the streets ,—is not subject to similar lin rr requirements of the town rry �r-,T�r-r��vrvv-rr. service. c. Any other significant event occurs, including but not limited to a final non licensee or town believes may impact the current terms and conditions of the license. The purpose of the meeting and discussion is to use best efforts to reach mutually acceptable agreement for recommendation to the council for proposed council action within ninety days of such written request, on how to amend the license to from the condition in question. This provision shall not require that the license be reach a m,itually accept��eareee-rment. RESOLUTION 2019-58 PAGE 25 Article 13-9 FEES, BONDS, LETTERS OF CREDIT, LIQUIDATED DAMAGES AND APPEALS A Opplication Fee resolution or as part of the Towns annual budget ACCORDANCE WITH A.R.S.§ 9 1443, by certified or cashier's check m BA. License Fee 1. In consideration of the fact the streets of the town will be used by a licensee in the operation of its cable system within the boundaries of the town and said streets are valuable properties acquired and maintained by the town at great expense to its taxpayers, and in consideration of the costs incurred by the town in regulating and administering each cable license, the licensee shall pay to the town up to five percent of the licensee's gross annual revenue, from all sources attributable to the operations of the licensee within the licensed area. 2. This payment shall be computed quarterly, for the preceding quarter, as of March 31, June 30, September 30 and December 31 of each year. Each quarterly payment shall be due and payable no later than thirty days after the relevant computation date. Each payment shall be accompanied by a financial report showing in detail the gross revenues of the licensee related to that quarter. 3. Except as provided in paragraph 8 of this subsection, the payment required pursuant to this article shall be in addition to any other tax or payment owed to the town pursuant to any other applicable ordinance or chapter of the town code, regulation or law of the County, State or federal government. 4. A license fee not received in full by the town within thirty days of its due date shall be deemed delinquent and subject to a late fee. The late fee for delinquent payment shall be five percent of the amount overdue plus interest at the rate of one and one-half percent per month, or parts thereof. 5. Where the licensee fee is based on gross revenues, the licensee shall file, with each license payment, a statement of the gross revenues for the period on which the fees ace date for the audited annual statement of gross revenues. Adjustments for any yearly adjustment if the payment to correct the ,har+� does n„t exceed ton percent „f fer t-h-e-entire amount due. RESOLUTION 2019-58 PAGE 26 5. The town manager shall have the right, upon reasonable notice, to inspect or audit during normal business hours a licensee's records showing the gross revenues and other relevant underlying data and information IN ACCORDANCE WITH A.R.S. §9-1445. Upon examination of such information, the town manager has the right to recompute any and all amounts paid under a license. Any additional amounts due the town as a revs It of an audit shall be paid by the licensee within thirty days following written notice to the licensee by In the event that an inspection or audit results in additional monies owed the town in excess of five percent of the total paid, the licensee shall bear the total cost of the audit, and late charges and interest on the additional amount due. 76. No acceptance by the council of any payment shall be construed as an accord that the amount paid is in fact the correct amount nor shall such acceptance of payment be construed as a release of any claim the council may have. 87. There shall be allowed as an offset against the license fee due under this article any amounts licensee paid to the town during the prior quarter in privilege license(sales)taxes; provided, however, that there shall be no offset to the extent that licensee made payments of privilege license (sales) taxes on any gross income (within the meaning of the privilege license [sales] tax ordinance) which is not included in gross revenues under this chapter. CB. Performance Bond 1. Within thirty days after the execution of the license agreement and prior to any construction work in the public right-of-way, the licensee shall file with the town manager a performance bond, or a letter of credit in a form acceptable to the town attorney, in the town's favor in the amount of fifty thousand dollars, or as specified in the license agreement. In the event that licensee fails to comply with any provision of this chapter or the license agreement, then there shall be recoverable jointly and severally from the principal and surety any and all damages or costs suffered by the town. These damages or costs shall include but not be limited to attorney's fees, cost of any action or proceeding and including the full amount of any compensation indemnification, cost of removal or abandonment of any property or other costs due and owing the town up to the full amount of such bond. 2. At such time as ninety-five percent of planned construction in the town is complete, as specified in license agreement, the council may, at licensee's request, reduce or eliminate the performance bond requirement. 3. The bond shall be issued by a surety company authorized to do business in the State of Arizona and shall be in a form approved by the town attorney, and contain the following endorsement: "This bond may not be canceled, or allowed to lapse, until sixty days after receipt by the council, by certified mail, return receipt requested, of a written notice from the issuer of the bond of intent to cancel or not to renew." RESOLUTION 2019-58 PAGE 27 4. The rights reserved by the council with respect to the bonds required are in addition to all other rights and remedies the council may have under this chapter, the license agreement or any other law. IDC. Irrevocable Letter of Credit 1. Within thirty days after written notification of the award of license by the council, the selected applicant shall provide the town manager a letter of credit from a financial institution licensed to do business in Arizona in the amount of ten thousand dollars, or as specified in the license agreement, as security for the faithful performance by licensee of all provisions of this chapter and compliance with all orders, permits and directions of any department of the town. 2. The form and content of such letter shall be approved by the town attorney and contain the following endorsement: "This letter of credit may not be canceled or allowed to lapse until thirty days after receipt by the town manager, by certified mail, return receipt request, of a written notice from the issuer of the letter of credit of its intent to cancel or not to renew." In the event the letter of credit is insufficient to pay the town for any compensation, damages, penalties, costs or expenses owed it pursuant to this chapter or the license agreement, the licensee's performance bond may be drawn upon by the town manager for any amount due the town over and above the amount of the letter of credit. 3. Within fifteen days after written notice to licensee by the town manager that the town manager has withdrawn any amount from the letter of credit, licensee shall deposit or pay to the town manager a sum of money sufficient to restore such letter of credit to the original amount of ten thousand dollars, or as specified in the agreement. 4. If a licensee fails to pay the town: any compensation within the time fixed by this chapter or the license agreement; any taxes due; or any damages, costs or expenses which the town incurs by reason of any act or default of the licensee; or if the licensee fails to comply with any provision of the license agreement which failure the town manager determines can be remedied or partially cured by demand on the letter of credit, the town manager may, following ten days notice to the licensee, withdraw from the letter of credit the amount so claimed by the town manager if within such period the licensee has not remedied the matter. The town manager shall immediately notify licensee of any such withdrawal, the date and amount. 5. The rights reserved to the town manager with respect to the letter of credit are in addition to all other rights it may have under this chapter, the license agreement and any other law. 6. Failure to maintain the letter of credit as required shall constitute a violation of the provisions of this chapter. E. Liquidated Damages agreed upon between the town manager and the licensee, for the licensee's failure to comply with vafieus--requirements-444h-is-c-hapter-and4h-e-1-i-Gense-agreement-as-s-peGifieel-balow—All-refecenGes RESOLUTION 2019-58 PAGE 28 to notices throughout this subsection shall be by certified or registered mail, return receipt requested. 1. For failure to substantially complete construction or line extensions as required, unless the licensee's control, the licensee shall pay five hundred dollars per day for each day, or part thereof, the deficiency continues after licensee has been given notice of such subsection. 2. For material failure to provide data, documents, reports and information in a timely subsection. 3. For material failure to test, analyze and report one erformanGe of the syst m dollars per day for each day, or partreof that s,,ch noncompliance continues after arn���vrr[muc�-urr�r pursuant to paragraph 8 of this subsection. , the licensee shall pay one thousand dollars per day for each day, or part thereof, that the violation continues after licensee has been given notice of such deficiency and seven days 5. For substantial failure to remedy any other violation of the chapter or the license agreement within seven days of receipt of notice of each violation, the licensee shall pay three hundred dollars per day for each day, or part thereof, that the violation continues cure it pursuant to paragraph 8 of this subsection. 6. For failure to substantially comply with r asonable orders of the town manager, the licensee shall pay fifty dollars per day for each day, or part thereof, that noncomplianGe which to cure it pursuant to paragraphsubsection. 7. Liquidated damages will not be imposed by the town manager if the town manager finds Liquidated damages may be reduced or eliminated by the town manager if the town manager finds that the failure of the licensee resulted from excusable neglect. The licensee shall bear the burden of proof in establishing the existence of such conditions. , manager shall give licensee seven days written notice of its intention to assess such a. amount to be assessed; b. factual ba i for such-a-sssessTment;-and RESOLUTION 2019-58 PAGE 29 c. specific license provision alleged to have been violated. Following receipt of notice set forth in this article, licensee shall have a seven day period collected. the license agreement for which liquidated damages have not been imposed and collected. F. Appeals 1. In the event that licensee contests the town manager's assessment of liquidated paragraph. a. This shall be an administrative hearing, and licensee shall be afforded ortunity to be heard arid-to-present evidence. Within fourteen days after the conclusion of such administrative hearing, the town manager shall issue a determination. In th eterminatien the-toown manager may: 1) find that licensee is not in violation of this chapter or the license agreement; 2)find that licensee is in violation of this chapter or the license agreement, but that violation wa i e-a-rnd waive any penalty that might otherwise be imposed; 3) find that licensee is in violation of this chapter or of the license part of the letter of credit or performance bond provided for elsewhere in this chapter; Ctr-rc� and termite the lir em , council m e s � na subsection. is requested by licensee or is held pursuant convene within thirty days of the request thereof. Licensee shall be afforded full and to pro ent eunce. -rho council's decision;w,hic-h-shall-include findings of fact RESOLUTION 2019-58 PAGE 30 hearing. In that decision, The council may: 1) find that licensee is not in violation of this chapter or the license agreement; 2)find that licensee is in violation of this chapter or the license agreement, otherwise be imposed; 3) find that licensee is in violation of this chapter or of the license part of the letter of credit and/or performance bond provided for elsewhere in this chapter; 4) find that-lice i s inn Tm t chapter the licence �pement and declare rh ceTsee in violation a r-reve-e the license agreement pursuant to Article 13 10. RESOLUTION 2019-58 PAGE 31 Article 13-10 TERMINATION - REVOCATION A. Termination The license shall terminate, upon the expiration of the term thereof, unless renewal is successfully applied for, per Article 13-11. B. Revocation 1. If a licensee is in material violation of this chapter or in default of the terms of its license agreement, the town manager may make written demand that the licensee come into compliance with said requirements within a reasonable period of time, as specified in Article 13 9. If the licensee is unwilling or unable to do so, the town manager may recommend the revocation, alteration or suspension of the license to the council, specifying the reasons for s„ &+CIF THE LICENSEE IS UNWILLING TO DO SO, THE TOWN MANAGER MAY TAKE ACTION IN ACCORDANCE WITH A.R.S. § 9-1451. 2. A copy of any such recommendations shall be served by certified or registered mail, fourteen days notice prior to the date of a public hearing before the council to consider argument at such mooting 3. The council shall consider the recommendations, the response of the licensee, and hear from any other interested persons, and shall determine whether or not the licensee is in violation or default of its obligations and, if so, whether such failure was with just rope7 conditions as arc r a,ona-ble. 5. If the council determines that the licensee's failure was without just cause, the council may declare the license revoked, altered or suspended. The council may provide a specified period of time for the licence takes effect. 6. A license may be revoked, altered or suspended by the council on the following grounds, agreement. b-Makes willful false o�eading statements in any application -age- in the practice of any fraud nr deceit upon the town or si bscriberc RESOLUTION 2019-58 PAGE 32 e. Fails to make timely payment of any-men-icy ducthe-to chapter. T�nl s othT provided in the--lG agre �n+ fails to comme��G , construction in the license area within three months and to commence basic service within six months form the effective date of the license agreement. fees o ss-essed perty taxes h,- For repeated material failure to maintain service quality under the standards prescribed. i. Fails to restore service after forty e' air notice to the licensee or interrupted service to the entire system, except when such interruption is beyond the control of the licensee. C. System Disposal In the event of termination or revocation of a license, the licensee involved shall offer to sell the cable system, at the fair market value, to a new licensee or applicant for a license. The fair market value shall be determined in accordance with generally accepted appraisal procedures. The original cost of all tangible and intangible property, as well as salvage value, book value, replacement cost, cash flow and other factors will be considered. Under no circumstances shall any valuation be made for any right or privilege granted by license. Should the licensee fail to negotiate a sale, as described above, the town may purchase the system at the fair market value for the purpose of leasing to a qualified operator until a buyer can be found, pursuant to the provisions of A.R.S. §9-509. D. Continuity of Service Licensee sh s,,bscribers and ,,sers in return for payment of the establisher) rates fees anal charges If licensee operation is effected. This period of operation shall not exceed one hundred twenty days from the RESOLUTION 2019-58 PAGE 33 Article 13-11 RENEWAL EXTENSION A. If a licensee decides to initiate a formal license renewal EXTENSION process in accordance with /17 U.S.C. Section 546 A.R.S. § 9-1420 OR OTHER APPLICABLE LAW, it must notify the council TOWN CLERK within thirty to thirty-six months ONE MONTH prior to the license expiration date. resolutions, billing practices (without regard to mix, quality or level of cable services) has been reasonable in light of community needs; 3. The licensee has the financial, legal nd er ;Ge-c edit, and equipment set forth in its renewal proposal• and and interests of the community, taking ' n1 the-eest-of-meeting-such needs and interests. C. If the council's assessment is that the license should not be renewed, the council may O. The provisions of 417 U.S.C. Section (a) (g) notwithstanding, a licensee may submit an application for renewal in accordance with Section (h), which affords a cable operator the E. The renewal of a license does not become effective until any renewal fees have been paid by the licensee. RESOLUTION 2019-58 PAGE 34 Article 13-12 TRANSFERS AND CHANGE OF RESERVED , assignment, exchange or release of more than forty-nine percent of the cumulative ownership of the system without prior written authorizatien4fam-the-GO-UPG-i4,-For-the-purpos-es-ef-t-141-s-arti-clea , promptly notified in writing, within sixty days of the effective date of any such sale, transfer, assignment, exchange or release which constitutes more than five percent of the cumulative ownership of the system. Nothing in this article shall be deemed to prohibit a pledge or seventy-five percent of the original cost or the fair market value, whichever is higher. assignment, exchange or release of more than ten percent of the cumulative ownership of the system, during the thirty-six month period commencing on final award to a licensee by the council, without expressed written consent of the council. RESOLUTION 2019-58 PAGE 35 Article 13-13 INDEMNITY-INSURANCE A. The licensee shall at its sole cost and expense, indemnify, hold harmless and defend the town, its officials, boards, commissions, agents and employees by providing immediate defense with counsel approved by the council, against any and all claims, suits, causes of action, proceedings and judgments for damages arising out of construction, maintenance or operation of the cable communication system. B. The licensee, within thirty days after written notice of the granting of a license, shall provide the town with and maintain in full force throughout the term of the license agreement, insurance issued by a company duly authorized to do business in the State of Arizona, insuring with respect to the installation, construction, operation and maintenance of the system as follows: 1. Comprehensive general and automobile liability coverage including, but not limited to, blanket contractual liability, completed operations liability, broad form property damage including but not limited to coverage for explosion, collapse, underground hazard and automobile non-ownership liability. This insurance shall be written in the following minimum amounts. a. Comprehensive general liability: $1,000,000 combined single limit, bodily injury and property damage b. Comprehensive automobile liability: $1,000,000 combined single limit, bodily injury and property damage c. Excess umbrella liability, covering all the above mentioned hazards, in the minimum amount of$4,000,000. 2. Workers' compensation coverage as required by the laws and regulations of the State of Arizona. 3. All insurance policies required herein shall include the town of Fountain Hills as a named insured party. 4. Licensee shall be solely responsible for all premiums due and payable for insurance required herein. Licensee shall provide to the town a certified copy of the policies listed above. 5. All insurance policies required herein shall be in a form approved by the town attorney and shall include a sixty day notice of cancellation or modifying endorsement. C. The provisions of subsection B of this article, in the discretion of the town, be satisfied by proof of self insurance. RESOLUTION 2019-58 PAGE 36 Article 13-14 ADMINISTRATION A. Inspection of Records. The council reserves the right during the term of the license agreement and during normal business hours and upon the giving of reasonable notice to examine, audit, review and obtain copies of licensee's contracts, engineering plans, accounting, financial data and service records relating to the property and operations of the licensee and to all other records required to be kept pursuant to this chapter AND A.R.S. § 9-1415. B. Licensee Rules and Regulations. Copies of such rules, regulations, terms and conditions adopted by the licensee for the conduct of its business shall be provided to the town manager, upon request of the town manager. C. Town Manager. The town manager or his designee shall have responsibility for the day-to-day administration of cable communication operations within the town as governed by this chapter and the applicable license agreements. The town manager shall be empowered to take all administrative actions on behalf of the council except those actions specified herein which are reserved to the council or another town office or officer. RESOLUTION 2019-58 PAGE 37 Article 13-15 GENERAL PROVISIONS A. Non-Discrimination. Licensee shall not deny service, access or otherwise discriminate against subscribers, users or residents of the town. Licensee shall comply at all times with all applicable federal, state and town laws, rules and regulations, executive and administrative orders relating to non-discrimination and equal employment opportunities and requirements. B. Laws and Codes. Licensee shall comply fully with all applicable local, county, state and federal laws, codes, ordinances, rules and regulations. C. Cumulative Rights and Remedies. Except as specified herein, all rights and remedies of the town manager and the council in this chapter are cumulative and may be exercised singly or cumulatively at the discretion of the town manager or the council. RESOLUTION 2019-58 PAGE 38 Article 13-16 RIGHTS RESERVED TO THE COUNCIL Without limitation upon the rights which the council may otherwise have and subject to paragraph 9, subsection B of Article 13-7, the council does hereby expressly reserve the right to amend any article or provision of this chapter for any reason determined to be desirable by the council including, but not limited to: A. New developments in the state of technology of cable communications systems. B. Any changes in federal or state laws, rules or regulations