Article X — MISCELLANEOUS SECTIONS

A. At all reasonable times, and with reasonable notice, the grantee shall permit any duly authorized representative of the city to examine all property of the grantee, together with any appurtenant property of the grantee situated within or without the city, and to examine and transcribe any and all maps and other records kept or maintained by the grantee or under its control which deal with the operations, affairs, transactions, or property of the grantee with respect to its franchise, except for that subscriber demographic data protected under Section 13.12.180 of this chapter. If any such maps or records are not kept in the city, or upon reasonable request made available in the city, and if the city council determines that an examination thereof is necessary or appropriate, then all travel and maintenance expense necessarily incurred in making such examination shall be paid by the grantee. B. The grantee shall prepare and furnish to the city manager at the time and in the form prescribed by said officer, such reports with respect to its operations, affairs, transactions, or property as may be reasonably necessary or appropriate to the performance of any of the rights, functions, or duties of the city or any of its officers in connection with the franchise. C. The grantee shall at all times make and keep in the local business office (Section 13.12.195) full and complete plans and records, including technical maintenance manuals showing the exact location and description of all cable communications equipment and component parts installed or in use in the cable system installed within the city. D. City shall keep all proprietary records of grantee confidential to the extent permitted by the California Public Records Act. (Ord. 85-07-950 § 1 (part))

A. No privilege or exemption shall be granted or conferred by any franchise granted under this chapter except those specifically prescribed herein. B. Any privilege claimed under any such franchise by the grantee in any public street or other public property shall be subordinate to any prior or subsequent lawful occupancy or use thereof by the city or any other governmental entity and shall be subordinate to any easements therein, whether created prior or subsequent to the granting of any franchise hereunder. C. The grantee shall not be relieved of his obligation to comply promptly with any of the provisions of this chapter or by any failure of the city to enforce prompt compliance. D. Any right or power in, or duty impressed upon, any officer, employee, department, or board of the city shall be subject to transfer by the city to any other officer, employee, department, or board of the city. E. The grantee shall have no recourse whatsoever against the city for any loss, cost, expense, or damage arising out of any provision or requirement of this chapter or of any franchise issued hereunder or because of its enforcement. F. The grantee shall be subject to all requirements by city ordinances, rules, regulations, and specifications heretofore or hereafter enacted or established, and shall comply with all applicable state and federal laws and regulations heretofore or hereafter enacted or established. G. Any such franchise granted shall not relieve the grantee of any obligation involved in obtaining pole space from any department of the city, utility company, or from others maintaining poles in streets. H. Any franchise granted hereunder shall be in lieu of any and all other rights, privileges, powers, immunities, and authorities owned, possessed, controlled, or exercisable by grantee, or any successor to any interest of grantee, of or pertaining to the construction, operation, or maintenance of any cable communications system in the city; and the acceptance of any franchise hereunder shall operate, as between grantee and the city as an abandonment of any and all of such rights, privileges, powers, immunities, and authorities within the city, to the effect that, as between grantee and the city any and all construction, operation, and maintenance by any grantee of any cable communication system in the city shall be, and shall be deemed and construed in all instances and respects to be, under and pursuant to said franchise, and not under or pursuant to any other right, privilege, power, immunity, or authority whatsoever. (Ord. 85-07-950 § 1 (part))

A. There is reserved to the city every right and power which is required to be herein reserved or provided by any ordinance of the city, and the grantee, by acceptance of any franchise, agrees to be bound thereby and to comply with any action or requirements of the city in its exercise of such rights or power, heretofore or hereafter enacted or established. B. Consistent with the rights and obligations set forth herein, and pursuant to its lawful exercise of the police power, there is reserved to the city the power to amend any section or part of this chapter so as to require additional or greater standards of construction, operation, maintenance, level of service, or otherwise, on the part of the grantee, when such action can be shown to be in the public's safety and/or welfare. C. Neither the granting of any franchise nor any provision hereof shall constitute a waiver or bar to the exercise of any

governmental right or power of the city, now existing or hereafter granted. D. The council may do all things which are necessary and convenient in the exercise of its jurisdiction under this chapter and may determine any question of fact which may arise during the existence of any franchise granted hereunder; provided, however, that nothing herein shall limit any party's right to seek a judicial determination of any claim or controversy prior to or following any determination made by the city council. The city manager and/or his designee, is authorized and empowered to provide day-to-day administration and enforcement of the provisions of the franchise. E. All notices which city may give to grantee or which grantee may give to city shall be given in writing and shall be delivered personally or by certified mail, return receipt requested, addressed to grantee's most recent address on file with the city, and addressed to the city at the official city hall address. Such notices, so sent by mail, shall be deemed given five days after deposit in the United States Postal Service if so deposited in Los Angeles County; otherwise they shall be deemed given upon receipt. (Ord. 85-07-950 § 1 (part))

A. Nothing herein shall be deemed or construed to impair or affect, in any way, to any extent, the right of the city to acquire the property of the grantee, either by purchase or through the exercise of the right of eminent domain, at fair market value determined on the basis of the cable system valued as a going concern, but with no value allocated to any amounts expended to obtain the franchise, or any value allocated to the franchise itself, and nothing herein contained shall be construed to contract away or to modify or abridge, either for a term or in perpetuity, the city's right of eminent domain. B. In the event the city wishes to acquire part or all of the cable communications system either by purchase or through the exercise of the right of eminent domain, city and grantee will each appoint one appraiser to establish the value of the system to be acquired by city. The two appraisers will select a third appraiser who will be chairman of the appraisal board. The board will, by majority vote, determine the value of the system to be acquired by the city. This value will be final and binding on both city and grantee and will be used as the purchase price for just compensation in any purchase by the city or eminent domain proceeding between city and grantee. C. In the event grantee receives an offer to acquire the CATV system from any person or entity other than the city, grantee shall comply with the procedure herein before such offer may be accepted by grantee. Grantee shall transmit the offer to city, including all material terms and conditions thereof. If city makes an equivalent or better offer within forty-five days of receipt of original offer, then grantee shall convey the CATV system to city upon said terms and conditions, but if the city fails to make such offer, then grantee shall have ninety days to enter into an agreement with the original offeror. In the event such agreement is not entered into within ninety days, or in the event the offer is significantly revised in favor of grantee, or in the event a new offer is received from another offeror, no agreement may be made for conveyance of the CATV system without first providing the city with the right of first refusal as provided herein. Any agreement entered into in violation of this section shall be void and shall be grounds for termination of the franchise by city. D. The provisions of this section governing the city's right to acquire the CATV system may be modified or supplemented by the franchise agreement, and in the event of any inconsistency between the provisions of this section and the agreement, the provisions of the agreement shall govern. E. In the event of purchase by the city, or a change of grantee, the current grantee shall cooperate with the city, or with a representative appointed by the city, to operate the system for such period as may be necessary to obtain a new operator and to maintain continuity of service. (Ord. 85-07-950 § 1 (part))

Any franchise granted pursuant to the provisions of this chapter shall authorize and permit the grantee to engage in the business of operating and providing a cable communications system in the city, and for that purpose to install, erect, construct, repair, replace, reconstruct, maintain, and retain in, on, under, upon, across and along any public street, such wires, cables, conductors, conduits, ducts, vaults, manholes, amplifiers, appliances, attachments, and other property as may be necessary and appurtenant to the cable communications system; and, in addition, so to use, operate, and provide similar facilities or properties rented or leased from other persons, firms, or corporations, including but not limited to any public utility or other grantee franchised or permitted to, do business in the city. (Ord. 85-07-950 § 1 (part))

Pursuant to Section 53066.1(p) of the California Government Code, neither the city nor any grantee shall be entitled, with respect to any franchise agreement, to raise the defense of impairment of contract in any case where the due and proper exercise of police power, or the limits thereof, is at issue. (Ord. 85-07-950 § 1 (part))

3 305 o ce ajeu e G a tee s ab ty to pe o In the event that the grantee's performance of any of the terms, conditions, obligations, or requirements of this chapter or any franchise agreement is prevented or impaired due to any cause beyond its reasonable control or not reasonably foreseeable, such inability to perform shall be deemed to be excused and no penalties or sanctions shall be imposed as a result thereof, provided that grantee gives grantor written notice of the reason therefor within five days after the commencement of such causes. The burden of proof shall be on grantee to demonstrate that grantee's performance was prevented or impaired by causes beyond its reasonable control and not reasonably foreseeable. Such causes shall include but shall not be limited to acts of God, acts of the public enemy, fires, floods, epidemics, quarantine restrictions, strikes, lockouts, freight embargoes, unusually severe weather, or from any other cause beyond the reasonable control of grantee and/or its employees, agents or contractors. (Ord. 85-07-950 § 1 (part)) Title 14 (Reserved)