A.
Not later than 45 days after the effective date of
a franchise, the grantee shall obtain and maintain during the entire
term of the franchise and any extensions and renewals thereof, at
its cost and expense, and file with the County, a corporate surety
bond in an amount specified in the franchise to guarantee the faithful
performance of the grantee of all its obligations provided under this
chapter and the franchise. Failure to timely obtain, file and maintain
said bond shall constitute a substantial violation within the meaning
of this section.
B.
The performance bond shall provide the following conditions:
(1)
There shall be recoverable by the County, jointly
and severally from the principal and surety, any and all fines and
liquidated damages due to the County and any and all damages, losses,
costs, and expenses suffered or incurred by the County resulting from
the failure of the grantee to faithfully comply with the provisions
of this chapter and the franchise; comply with all orders, permits
and directives of any county agency or body having jurisdiction over
its acts or defaults; pay fees due to the County; or pay any claims,
liens or taxes due the County which arise by reason of the construction,
operation, maintenance or repair of the cable system. Such losses,
costs and expenses shall include but not be limited to attorneys'
fees and other associated expenses.
(2)
The total amount of the bond shall be forfeited in
favor of the County in the event that the grantee abandons the cable
system at any time during the term of the franchise or any extension
thereto; or the grantee assigns the franchise without the express
written consent of the County.
C.
Upon written application by the grantee, the County
may, at its sole option, permit the amount of the bond to be reduced
or waive the requirements for a performance bond subject to the conditions
set forth below. Reductions granted or denied upon application by
the grantee shall be without prejudice to the grantee's subsequent
applications or to the County's right to require the full bond at
any time thereafter. However, no application shall be made by the
grantee within one year of any prior application.
D.
Prior to drawing upon the performance bond for the purposes described in this section, the County shall notify the grantee, in writing, that payment is due, and the grantee shall have 20 days from the receipt of such written notice to make a full and complete payment. Said notice shall specifically reference the pending withdrawal from the performance bond. If the grantee does not make the payment within 20 days or request a hearing as authorized in Subsection E of this section, the County may withdraw the amount thereof, with interest and penalties, from the performance bond.
E.
Upon the written request of the grantee transmitted
to the County within 10 days after the grantee's receipt of the foregoing
notice from the County, the County shall conduct a hearing upon the
matters set forth in the respective notice transmitted by the County.
The hearing shall afford the grantee full rights to be heard, to present
testimony and evidence and to cross-examine witnesses. It shall be
concluded by a written decision of the County, including a findings
of fact. If the final written decision of the County shall be that
the grantee has committed and failed to cure the subject breach(es)
of its franchise and that the County has suffered or incurred the
subject damages, costs and expenses, then the County shall be authorized
to make the subject withdrawal from the performance bond at any date
after 10 days shall have elapsed from and after the date on which
a certified copy of such decision shall have been delivered to the
grantee. If the final written decision of the County shall be that
the grantee has not committed, or has not failed to cure, the subject
breach(es) of its franchise or that the County has not suffered or
incurred the subject damages, costs and expenses, then the County
shall not be authorized to make the subject withdrawal from the performance
bond.
F.
Within five days of a withdrawal from the performance
bond, the County shall send to the grantee, by certified mail, return
receipt requested, written notification of the amount, date and purpose
of such withdrawal.
G.
Not later than 30 days after mailing to the grantee by certified mail notification of a withdrawal pursuant to Subsection E above, the grantee shall replenish the performance bond in an amount equal to the amount so withdrawn. Failure to make timely replenishment of such amount to the performance bond shall constitute a substantial violation of this chapter.
H.
The performance bond required herein shall be in a
form satisfactory to the County and shall require 30 days' written
notice of any nonrenewal, alteration or cancellation to both the County
and the grantee. The grantee shall, in the event of any such cancellation
notice, obtain, pay all premiums for, and file with the County written
evidence of the issuance of a replacement bond within 30 days following
receipt by the County or the grantee of any notice of cancellation.
I.
To offset the effects of inflation, the amount of
the performance bond provided for herein is subject to reasonable
increases at the end of every three-year period of the franchise,
applicable to the next three-year period.
A.
Prior to commencement of construction, but in no event
later than 60 days after the effective date of the franchise and thereafter
continuously throughout the duration of the franchise and any extensions
or renewals thereof, the grantee shall furnish to the County certificates
of insurance, approved by the County, for all types of insurance required
under this section. Failure to furnish said certificates of insurance
in a timely manner shall constitute a violation of this chapter.
B.
A certificate for any insurance policy obtained by
the grantee in compliance with this section shall be filed and maintained
with the County during the term of the franchise. The grantee shall
immediately advise the County of any litigation that may develop that
would affect this insurance.
C.
Neither the provisions of this section nor any damages
recovered by the County hereunder shall be construed to or limit the
liability of the grantee under any franchise issued hereunder or for
damages.
D.
All insurance policies maintained pursuant to this
chapter or the franchise shall contain the following, or a comparable,
endorsement:
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It is hereby understood and agreed that this
insurance policy may not be canceled by the insurance company nor
the intention not to renew be stated by the insurance company until
30 days after receipt by Talbot County, by registered mail, of a written
notice of such intention to cancel or not to renew.
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E.
All contractual liability insurance policies maintained
pursuant to this chapter or the franchise shall include the provision
of the following hold harmless clause:
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The grantee agrees to indemnify, save harmless
and defend the County, its agents, servants, and employees, and each
of them against and hold it and them harmless from any and all lawsuits,
claims, demands, liabilities, losses and expenses, including court
costs and reasonable attorneys' fees for or on account of any injury
to any person, or any death at any time resulting from such injury,
or any damage to any property, which may arise or which may be alleged
to have arisen out of or in connection with the work covered by the
franchise and performed or caused to be performed. The foregoing indemnity
shall apply except if such injury, death or damage is caused directly
by the negligence or other fault of the County, its agents, servants,
or employees or any other person indemnified hereunder.
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F.
All insurance policies provided under the provisions
of this chapter or the franchise shall be written by companies authorized
to do business in the State of Maryland.
G.
To offset the effects of inflation and to reflect
changing liability limits, all of the coverages, limits, and amounts
of the insurance provided for herein are subject to reasonable increases
at the end of every three-year period of the franchise, applicable
to the next three-year period.
H.
The grantee shall maintain, and by its acceptance
of any franchise granted hereunder specifically agrees that it will
maintain throughout the term of the franchise, general liability insurance
insuring the grantee in the minimum of:
I.
Such general liability insurance must include coverage
for all of the following: comprehensive form, premises, operations,
explosion and collapse hazard, underground hazard, products/completed
operations hazard, contractual insurance, broad form property damage,
and personal injury.
J.
The grantee shall maintain, and by its acceptance
of any franchise granted hereunder specifically agrees that it will
maintain throughout the term of the franchise, automobile liability
insurance for owned, nonowned, or rented vehicles in the minimum amount
of:
K.
The grantee shall maintain, and by its acceptance
of any franchise granted hereunder specifically agrees that it will
maintain throughout the term of the franchise, workers' compensation
and employers' liability, valid in the State of Maryland, in the minimum
amount of:
A.
The grantee shall, at its sole cost and expense, fully
indemnify, defend and hold harmless the County, its officers, boards
and commissions, and County employees against any and all claims,
suits, actions, liability and judgments for damages (including but
not limited to expenses for reasonable legal fees and disbursements
and liabilities assumed by the County in connection therewith):
(1)
To persons or property, in any way arising out of
or through the acts or omissions of the grantee, its servants, agents
or employees, or to which the grantee's negligence shall in any way
contribute.
(2)
Arising out of any claim for invasion of the right
of privacy, for defamation of any person, firm or corporation, or
the violation or infringement of any copyright, trademark, trade name,
service mark or patent, or of any other right of any person, firm
or corporation (excluding claims arising out of or relating to County
programming).
(3)
Arising out of the grantee's failure to comply with
the provisions of any federal, state, or local ordinance or regulation
applicable to grantee in its business hereunder.
B.
The foregoing indemnity is conditioned upon the following:
The County shall give the grantee prompt notice of the making of any
claim or the commencement of any action, suit or other proceeding
covered by the provisions of this section. Nothing herein shall be
deemed to prevent the County from cooperating with the grantee and
participating in the defense of any litigation by its own counsel
at its sole cost and expense. No recovery by the County of any sum
by reason of the liquidated damages required by this chapter or the
franchise shall be subject to litigation by the grantee, except that
any sum so received by the County shall be deducted from any recovery
which the County might have against the grantee under the terms of
this section.
