City of Lake Mills, WI Cable Television

For individuals. The applicant's name, address, occupation and principal place of business.

For partnerships. The applicant partnerships name, business and principal place of business; along with the names, addresses, occupations and principal place of business of each of the partners.

For corporations (or associations). The applicant corporation's name, principal business and principal place of business; the state of incorporation; the names and addresses of the officers and directors; the names and addresses of its registered agents; the number of shareholders, including the names and residences of shareholders holding, controlling or having a beneficial interest in more than 10% of the outstanding shares, identifying their interests, along with a statement indicating any intention of change of said interests during the term of the franchise. If the corporation is a foreign corporation, a certificate of security to transact business in this state shall accompany the application.

A statement as to any other cable administration systems owned or operated by or in which the applicant has any interest. Such statement shall list by name and address each and every municipality in the United States in which the applicant operates a cable communication system or has been granted a franchise so to do.

A detailed explanation of the nature, extent and scope of operation of the proposed system (including any present legal, financial, technical or other qualifying matter which may relate to the inability of the applicant to perform the proposed system).

A complete, sworn financial statement of the applicant.

The estimated cost of installing the system.

The method of financing the system.

A listing of channels which the applicant will provide and the type of program or service to be provided on each channel.

A schedule of the applicant's rates for installation, monthly service charges and any other charges to subscribers, together with a proposed rental or service agreement with subscribers which details the rights and obligations of subscribers to the system. The schedule of proposed rates shall also indicate whether or not a charge will be made to a subscriber for the removal of service.

A list of equipment to be used in the total system together with specifications therefor. The applicant will agree that the City may require review of adequacy of equipment by a third party qualified as a consultant whose fee shall be paid by the applicant within 30 days from the date of billing by the City Council.

The estimated construction schedule.

A statement that the applicant will abide by and conform to all of the provisions of this section and amendments thereto, and that the applicant will pay at the time required any franchise fees herein prescribed.

An application fee of $1,000 shall accompany the application. Said application fee shall be nonrefundable.

Such additional detailed information which the City Council may require.

§ 311-7 Grant of franchise.

The Council may grant a nonexclusive franchise to an applicant, herein referred to as "grantee," for a period of 15 years from the date the franchise is awarded for the right and privilege to install, operate and maintain a system in the City under the restrictions and conditions of this section. No property right in this franchise shall vest in the grantee, and such franchise shall not be construed to create any right beyond that set forth in this section.

For the purpose of deferring the cost incurred by the City incident to the granting of the cable TV franchise, an application approval fee of $7,500 shall be paid by the grantee to the City within 10 days after the granting of the franchise to the grantee.

No transfer of control of the cable communication system shall take place, whether by force or voluntary sale, lease, assignment or any other form of disposition, without prior notice to and approval by the Council after submission of an application by the transferee.

None of the rights and privileges or the delegations, duties or liabilities created by this franchise shall be transferred or assigned, either voluntarily or involuntarily, by grantee without prior approval by the Council after submission of an application by the proposed transferee or assignee.

The grantee shall not assign, mortgage, pledge, hypothecate or otherwise encumber the franchise or all or any portion of the cable, wires or other equipment located within the City, nor permit the same to occur, nor permit a prior assignment, mortgage, pledge, hypothecation or encumbrance to continue, without prior notice to and approval by the Council.

Upon the foreclosure or other judicial sale of all or a substantial part of the system, or upon the termination of any lease covering all or a substantial part of the system, the grantee shall immediately notify the Council of such fact, and such notification shall be treated as a notification that a change in control of the grantee has taken place, and the provisions of this subsection governing the consent of the Council to such change shall apply.

The grantee shall, at all times during the operation of this franchise, be subject to all lawful exercise of the police power as may be hereafter provided by the City.

Cable communication system service shall be made available to the City in accordance with the construction schedule set forth in this chapter.

The right to use and occupy any streets for the purpose herein set forth shall not be exclusive and the City reserves the right to grant a similar use of said streets to any person at any time during the period of this franchise.

§ 311-8 Territorial limits of grant.

The franchise awarded pursuant to the terms of this chapter shall require the grantee to provide CATV service to the entire City during the term of the franchise. The following shall constitute minimum residential and commercial CATV service requirements to be provided under the terms of this chapter:

The grantee shall, at its own expense, extend CATV service to all the annexed areas of the City within six months of annexation.

The grantee shall, at its own expense, extend CATV service to new housing units developed within the City within six months of occupancy.

§ 311-9 Regulatory Board.

A Cable Television System Regulatory Board consisting of seven members which shall be appointed by the City Council is hereby created. The Regulatory Board shall be known as the "Lake Mills CATV Regulatory Board." Upon creation of the Board, two Board members shall be appointed for one-year terms; two Board members shall be appointed for two-year terms; and three Board members shall be appointed for three-year terms. Thereafter, all members shall be appointed for three-year terms. In the event a Joint Regulatory Board is created as provided in Subsection B of this section, the members of that Board shall be appointed annually by the City Council.

In the event any town whose boundaries are located entirely or partially within the Lake Mills Power and Light District shall adopt an ordinance in substantially the same form as this chapter, which ordinance shall also provide for a regulatory board, and in the further event that said town or towns provide for the creation of a joint regulatory board, then in that event the Regulatory Board created hereunder shall be known as the Lake Mills Joint CATV Regulatory Board. Each municipality participating in the Lake Mills Joint CATV Regulatory Board shall make appointments to the Board in accordance with the following formula: The number of Board members to which each municipality shall be entitled shall be determined by multiplying the total number of Board members by a fraction, the numerator of which shall be the number of dwelling units located in a given municipality which units have subscribed to the CATV service, and the denominator of which shall be the total number of dwelling units in the municipalities who are appointing members to the Lake Mills Joint CATV Regulatory Board, which dwelling units have subscribed to the CATV service. If the product resulting from application of the foregoing formula is not a whole number, then the product shall be rounded off to the nearest whole number. Notwithstanding anything contained herein to the contrary, each municipality appointing members to the Lake Mills Joint CATV Regulatory Board shall be entitled to at least one representative on said Board.

Annually, the City Council shall approve the budget of the Lake Mills CATV Regulatory Board of the Lake Mills Joint CATV Regulatory Board, as the case may be. The Board shall operate on a fiscal year beginning on January 1 and concluding on the following December 31. In the event of the creation of a Lake Mills Joint CATV Regulatory Board, the budget for such Board shall be approved by all participating municipalities, and each participating municipality shall contribute proportionately to the annual budget. The proportionate share of the annual budget which shall be contributed by each municipality shall be determined by multiplying the total proposed budget by a fraction, the numerator of which shall be the number of dwelling units located in a given municipality which units have subscribed to the CATV service, and the denominator of which shall be the total number of dwelling units in the municipalities who are contributing to the budget which dwelling units have subscribed to the CATV service. At the conclusion of each fiscal year or at the termination of the Lake Mills Joint CATV Regulatory Board should that occur during a fiscal year, any budgeted but unspent funds shall be returned to the participating municipalities on a prorated basis.

The functions and duties of the Lake Mills CATV Regulatory Board or Lake Mills Joint CATV Regulatory Board, as the case may be, shall be as follows:

To resolve disputes or disagreements between subscribers and the grantee after investigation should the subscriber and grantee not first be able to resolve their dispute or disagreement.

To receive and audit reports submitted to the City as required by this chapter, as well as such other correspondence as may be submitted to the City concerning the operation of the CATV service so as to insure that the necessary reports are completed and filed pursuant to the terms of this chapter.

To review rules and regulations adopted by the grantee incident to providing service to subscribers.

To assure that all tariffs, rates and rules pertinent to the operation of the CATV service in the City are made available for inspection by the public at reasonable hours and upon reasonable request.

To review rates and recommend any change to the City Council as provided herein.

To plan and develop production and programming on any dedicated access channels.

(7)

To solicit, review and provide recommendations to the City Council to insure compliance with this chapter.

(8)

To insure that the grantee makes public access channels available to all residents of the City on a nondiscriminatory basis and to advise the grantee on procedural rules for this purpose.

(9)

To assure that the operation of the public access channels are free of program censorship.

(10)

To perform such other duties as the City Council may assign, or as may be otherwise provided herein.

(11)

To annually prepare and submit an operating budget to the approving municipalities.

(12)

To adopt rules of operation, including rules relating to financial matters such as place of depository for board finances, method of authorization of expenditures, and so on.

The Lake Mills CATV Regulatory Board shall be authorized to expend such funds as had been approved in its operation budget for the maintenance and improvement of the system. No funds may be expended except as had been approved by the participating municipalities as evidenced by the annual operating budget.

Any assets held by the Lake Mills CATV Joint Regulatory Board at the termination of that Board's existence shall be sold or otherwise disposed of at the highest possible price, and the net proceeds received from the sale or disposition of such assets shall be returned to the participating municipalities in proportion to each participating municipality's contribution to the Board's annual budget as averaged over the three-year period next preceding termination of the Board.

§ 311-10 Removal of equipment.

Following the grantee's commencement of service through Andover of its CATV system, the grantee, upon request of the City Council, shall promptly remove from the public streets or City properties where they are located all or any part of the facilities so located when one or more of the following enumerated conditions occur:

The grantee ceases to provide a substantial continuous amount of the services required in this chapter for a period of three months.

The grantee fails to construct said system as provided herein.

The franchise expires, or is revoked pursuant to notice as provided herein.

Notwithstanding anything contained herein to the contrary, the City shall provide grantee with written notice delivered to the local office of the grantee setting forth one or more of the occurrences herein enumerated, and scheduling a public hearing to be held by the Lake Mills CATV Regulatory Board. No action shall be taken by the City Council until after receipt and consideration of the recommendation of the Lake Mills CATV Regulatory Board.

Any order issued by the City Council providing for the removal of property owned by the grantee shall specify a date for removal, which date shall be at least seven days next following service of the order upon the grantee. If the grantee fails to comply with the order, the City shall be entitled to remove the personal property of the grantee, and shall be entitled to reimbursement for all costs so incurred.

§ 311-11 Joint use by City and utilities.

The grantee may be required by the City to permit joint use of its property and appurtenances located in the streets, alleys, or other public ways of the City by other utilities insofar as such joint use may be reasonable, practicable and upon payment of reasonable rental therefor; provided, that in the absence of agreement regarding such joint use, the City Council shall provide for arbitration of the terms and conditions of such joint use and the compensation to be paid therefor, which award shall be final. This City shall, in accordance with the authority granted by Chapter 196, Wisconsin Statutes, provide reasonable access to utility poles and utility easement areas in order to facilitate the installation of the CATV system by the grantee. Notwithstanding the foregoing, the grantee shall be required to negotiate and pay to the utility a reasonable rental for use of the utility poles and utility easements.

The City shall have the right, during the term of this franchise, to install and maintain free of charge upon the property of the grantee its own equipment, including, but not limited to, a police alarm system, on the condition that such equipment does not unreasonable interfere with the CATV operations of the grantee.

§ 311-12 Franchise renewal.

This franchise may be renewed by the Council upon application of the grantee pursuant to the procedure established in this section and in accordance with the then-applicable law.

At least 13 months prior to the expiration of the franchise, the grantee shall inform the Council in writing of its intent to seek renewal of the franchise.

Upon being advised of the grantee's intent to seek renewal of the franchise, the City Council shall direct the Lake Mills CATV Regulatory Board to hold a public hearing on the application for renewal. The public hearing shall be conducted, and a finding and recommendation of the Lake Mills CATV Regulatory Board shall be forwarded to the City Council within 60 days thereof. After receipt of the findings and recommendations of the Lake Mills CATV Regulatory Board, the City Council shall proceed to determine whether the grantee has satisfactorily performed its obligations under the franchise. To determine satisfactory performance, the Council shall consider technical developments and performance of the system, programming, other services offered, cost of services and any other matters relevant to the operation and performance of the grantee. The Council shall consider the grantee's annual reports made to the City and the FCC and industry performance on a national basis.

The City Council shall determine whether the grantee's application for renewal shall be granted within 120 days after receipt of the application for renewal; provided, however, that a failure to act within that period of time shall not constitute an automatic renewal of the franchise. If the Council finds the grantee's performance satisfactory, a new franchise will be granted pursuant to this section, as may be amended from time to time, for a period not to exceed 10 years.

In the event the grantee is determined by the Council to have performed unsatisfactorily, new applicants shall be sought and evaluated and a franchise award shall be made by the Council according to the franchising procedures adopted by the Council.

§ 311-13 Initial system installation schedule.

The grantee shall make application to the Federal Communications Commission for all licenses and permits required by the Federal Communications Commission, including but not limited to licenses or permits necessary for the utilization of any microwave facilities to import permissible signals. The grantee shall prosecute such applications diligently and faithfully in order that the necessary approvals can be obtained in the shortest possible time, and in accordance with the construction schedule as set forth in the grant of franchise.

The grantee shall, within 20 days after franchise is granted by the City, begin negotiations with utility companies for facility lease agreements.

Prior to the commencement of construction and prior to receipt of final approvals from the Federal Communications Commission for establishment of the system, the grantee shall conduct the necessary engineering studies so that the construction can be commenced immediately upon final approval by the Federal Communications Commission.

The grantee shall, within 20 days after franchise is granted by the City, begin preliminary engineering of the pole line route and electronic layouts, begin negotiations for common carrier microwave contracts and initiate engineering surveys for the receiving site and building locations of grantee's CATV system.

The grantee shall commence construction of the cable television system within 30 days after the Lake Mills Light and Water Utility has given the grantee written permission to attach the cable system to the utility poles. The grantee shall notify the City in writing as soon as all pole attachment agreements have been consummated, and as soon as final approval from the Federal Communications Commission to establish a cable television system as provided in this section has been obtained.

The grantee shall submit to the City Council an installation plan for the entire City indicating the date on which the grantee expects the installation of the CATV system to be completed and available for service to subscribers in the various areas of the City. The proposed construction schedule submitted by the grantee to the City Council shall be incorporated into the grant of franchise and shall constitute a material part thereof.

The grantee shall furnish the City Council with construction progress reports every 30 days indicating in detail the area of construction of the CATV system.

The requirements established in Subsections A through G above are maximums, and the grantee may at any time proceed at a rate speedier than required by said Subsections A through G above. The City Council shall have the right to inspect all construction or installation work performed pursuant to the provisions of this section.

The City may in its discretion extend the time for grantee acting in good faith to perform any act required hereunder. The time for performance shall be extended or excused, as the case may be, for any period during which grantee demonstrates to the satisfaction of the City Council that grantee is being subjected to delay or interruption due to any of the following circumstances if reasonable beyond its control:

Necessary utility rearrangements, pole change-outs or obtainment of easement rights;

Government or regulatory restrictions;

Labor strikes;

Lockouts;

War;

National emergencies;

(7)

Fire; or

(8)

Acts of God.

The grantee shall, at its own expense, protect, support, temporarily or permanently disconnect, relocate in the same street, or remove from any street, any property owned or used by the grantee when required by the City Council by reason of traffic conditions, public safety, street vacation, freeway and street construction, change or establishment of street grade, installation of sewers, drains, water pipes, power lines and tracks or any other type of structure or improvement when required by the City Council. Any property or equipment owned or used by the grantee no longer needed in connection with the system shall be removed by the grantee at its own expense.

All installations by the grantee of cables and incidental equipment shall comply in all respects with all laws, ordinances, rules and regulations of the Federal Communications Commission, the State of Wisconsin, or any agency or department thereof, and the City or any agency or department thereof, now or hereafter in effect.

The grantee shall provide and maintain its equipment in such condition and of such quality so that none of its service will adversely affect radio and television reception.

Installation and maintenance of equipment shall be such that standard color signals shall be transmitted with reasonable fidelity to any subscriber.

The grantee shall not either directly or indirectly engage in the servicing or repair of television receivers in the City, nor directly or indirectly require of any subscriber the patronage of any designated person or company engaged in such service or repair business. The foregoing shall not apply to the repair or adjustment of equipment which is part of the system of the grantee.

The grantee shall submit to inspections by duly authorized personnel of the City and shall make available to such inspectors or duly authorized personnel its facilities and equipment. The City reserves the right to enact reasonable regulations regarding the installation and maintenance of the facilities of the grantee.

The grantee shall make available at grantee's cost and to all subscribers who so request such switching devices as are necessary to permit a subscriber to use the subscriber's own antenna. Such devices shall provide the best possible signal quality consistent with the technical state of the art and with no interference to signals received by the subscriber off the air.

The City, in its use and maintenance of such wires and fixtures of the grantee, shall at all times comply with the rules and regulations of the grantee so that there may be a minimum danger of contact or conflict between the wires and fixtures of the grantee and the wires and fixtures used by the City.

In removing its plant, structures and equipment either at the termination of its franchise or upon termination of the franchise by the City, the grantee shall refill, at its own expense, any excavation that shall have been made by it and shall leave all public ways and places in as good condition as the prevailing prior to the grantee's removal of its equipment and appliances, without affecting the electric or telephone cables, wires or attachments. The City shall inspect and approve the condition of the public ways and public places and cables, wires, attachments and poles after removal. Liability insurance and indemnity provided in § 311-21B and the performance bond provided for in § 311-21D shall continue in full force and effect during the period of removal, and approval thereof by the City.

In the event of a failure by the grantee to complete any work required by Subsection R above or any work required by the City laws or ordinances within the time established and to the satisfaction of the City, the City may cause such work to be done and the grantee shall reimburse the City the costs and expenses thereof within 30 days after receipt of an itemized list of such costs, or the City may recover such costs as provided in § 311-14 of this chapter. The grantee shall provide a performance bond in an amount to be set by the Council to insure payment for such removal.

It shall be the right of all subscribers to receive all available services insofar as their financial and other obligations to the grantee are honored. In the event that the grantee elects to overbuild, rebuild, modify, or sell the system, or the Council gives notice of intent to terminate or failure to review this franchise, the grantee shall act so as to insure that all subscribers receive continuous, uninterrupted service regardless of the circumstances.

The grantee may be required to interconnect its system with any other broadband communications facility. Such interconnection shall be made within the time limit established by the Council. The interconnection shall, at the Council's discretion, be accomplished according to the method and technical standards determined by the Council, in a manner consistent with applicable FCC standards.

§ 311-14 Liquidated damages.

In the event the grantee shall fail to complete the construction and installation of the cable television system as herein provided, and as provided in the grant of franchise, the grantee shall pay to the City the sum of $500 for each and every day the time consumed in such installation and construction exceeds the time specified.

§ 311-15 Purchase of cable TV system by City.

When the franchise is revoked pursuant to this chapter, or expires and is not renewed, the City shall have the right to acquire the grantee's cable system. Should the City decide to purchase the cable system, it shall do so at a price not to exceed its then fair value. In determining the fair value of the system, the original cost of all tangible and intangible property, as well as the salvage value, the book value, the replacement cost, the cash flow, and other factors may be considered. Under no circumstances shall any valuation be made for "good will" or for any right or privilege granted by these franchise regulations. Payment for the cable system shall be rendered to the grantee within 120 days after the City has exercised its rights in this area.

In the event the determination of fair value cannot be negotiated or determined, said value shall be determined by an impartial arbitration procedure pursuant to Chapter 788, Wis. Stats., wherein the grantee and the City shall each choose an arbitrator and the arbitrators chosen shall choose the third and the valuation determined by said arbitrators shall be considered the fair value at which the system will be offered to the City. The determination of the value of the system shall be decreased by the amount of any damages sustained by the City in connection with revocation or expiration, including without limitation, payment made by the City to another person or entity to operate the system for a temporary period after revocation. The cost of the arbitration procedure shall be shared equally between the City and the grantee.

The City shall have 90 days to exercise the right of first refusal to purchase the system, said ninety-day period commencing on the day the fair market value of the system is determined either through negotiation or the arbitration procedure. If the City does not exercise its option to purchase and the system is not sold to another operator who has obtained a franchise from the City in a reasonable period of time, the grantee, upon request by the City, shall promptly remove all its plant, structures and equipment; provided, however, that in the event the City determines not to exercise its right of first refusal it shall not unreasonably refuse to renew or grant a cable television franchise during a reasonable interim period. While transfer of the system and franchise is being negotiated, arranged or ordered, the grantee may be required to continue service to the public unless for reasons beyond the control of the grantee said operation will be economically unfeasible to the grantee.

§ 311-16 Rates.

Rate schedule.

The rates charged to subscribers shall be fair and reasonable so as to allow the grantee a reasonable return on its investment, but in all events, said rates shall be determined and approved by the City Council.

The initial rate schedule shall be approved by the City at the time of the granting of the franchise. Thereafter, the rate schedule approved by the City at the granting of the franchise shall remain in effect for the first two years of operation of the system. For the purpose of determining the two-year time period under this subsection, the operation shall be deemed to have commenced one year after the date of award of the franchise, or at such time as construction necessary to make cable television service available to 50% of the homes in the City has been completed, whichever shall first occur. Completion of construction shall include not only the required installation of equipment, but shall be interpreted to require the satisfactory receipt of all signals by subscribers.

_____

No increase in rates shall be allowed unless a written notice shall first be given by the grantee to the City at least 90 days prior to the proposed effective date for the increase. Upon receipt of a request for increase of rates, the City shall refer the matter to the Lake Mills CATV Regulatory Board for review and recommendation. The City Council shall determine whether or not a public hearing shall be held to consider such proposed rate increase; provided, however, that the City Council may direct the Lake Mills CATV Regulatory Board to hold said public hearing if it deems such a hearing to be appropriate. Any request for a rate increase by the grantee shall include the following current financial reports, which shall reflect the operations of the City cable television system:

Balance sheet.

Income statement.

Cash flow statement.

Statement of sources and application of funds.

[5]

Detailed supporting schedules of expenses, income, assets and other items as may be required.

[6]

Statement of current and projected subscribers and penetration.

The grantee's accounting records applicable to the City system shall be available for inspection by the City at all times. The City shall have access to records of financial transactions for the purpose of verifying burden rates or other indirect costs prorated to the City operation. The documents listed above shall include sufficient detail and/or footnotes as may be necessary to provide the City with the information needed to make accurate determinations as to the financial condition of the system. All financial statements shall be certified as accurate by an officer of the grantee.

After consideration of the information supplied and after public hearing, the City Council, in its sole discretion, may approve the rate increase, deny the rate increase, or, if more than one type of rate is requested to be increased, approve the increase in part and deny the increase in part. The criteria for the City Council's decision in such matters shall be the establishment of rates which are "fair and reasonable" to both the grantee and its subscribers and shall be generally defined as the minimum rate necessary to meet all applicable costs of service, including fair return on all invested capital, assuming efficient and economical management.

Miscellaneous provisions.

Advance charges.

The grantee may require subscribers to pay for each month of basic service and FM service in advance at the beginning of each month. No other advance payment or deposit of any kind shall be required by the grantee for basic subscriber service. No deposit or advance payment of any kind shall be charged for the provision of any converter without prior approval of the City Council. Additional advance payments may be made available, as an option, by the grantee to subscribers. Nothing in this provision shall be construed to prohibit charges for initial installation and reconnection.

The grantee may make available or require advance charges or deposits for various additional services, provided that the City Council has authorized such charges or deposits, pursuant to § 311-16A of this chapter.

Termination of service:

If any subscriber fails to pay a properly due monthly subscriber fee, or any other properly due fee or charge, the grantee may disconnect the subscriber's service outlet. Such disconnection shall not be effected until 10 days after adequate written notice of the intent to disconnect has been delivered to the subscriber in question. After disconnection, upon payment of the delinquent fee or charge and the payment of a reconnection charge, the grantee shall promptly reinstate the subscriber's cable service.

Upon termination of service to any subscriber, the grantee shall promptly remove all of its facilities and equipment from the premises of such subscriber upon his written request. The service will be disconnected at the poles if aboveground or at the connection box if underground so that such disconnection shall be outside rather than inside the home. For multiple-family dwellings, such disconnection shall be made in the basement or other appropriate service area outside the living area itself. Any such removal shall be at no cost to the subscriber.

Refunds to subscribers and programmers.

If the grantee fails to provide any material service requested by a subscriber or programmer, the grantee shall, after adequate notification and being afforded the opportunity to provide the service promptly, refund all deposits or advance charges paid for service in question by said subscriber or programmer.

If any subscriber terminates any monthly service during the first 12 months of said service because of the failure of the grantee to render the service in accordance with the standards set forth in this franchise, the grantee shall refund to such subscriber an amount equal to the monthly service charge multiplied by the fraction of the twelve-month period for which the subscriber will not be receiving service.

§ 311-17 Service of municipal and public buildings.

The grantee shall provide, without charge, one outlet to the City office building, the public library and all public and parochial schools in the City that are passed by its cable. If more than one outlet is required at any of said locations, the grantee shall install same at the cost of time and materials only and in no event will there be a monthly service charge at such location.

§ 311-18 Franchise payments.

For use of the streets and other facilities of the City for the operation of the cable communication system and for supervision thereof by the City, the grantee shall pay to the City an amount equal to 3% of the grantee's gross revenues from the operations of the cable communications system in the City during the calendar year. Such annual sum shall be payable 1/2 thereof at the end of each semiannual period. The semiannual anniversary shall be the last day of June and the last day of December of each year, and each semiannual payment shall be paid within 60 days thereafter.

The grantee shall also file within 120 days following the conclusion of each fiscal year of the grantee an annual report prepared and audited by an independent certified public accountant showing the annual total gross revenues and payments to the City and any further relevant financial information in regard to the grantee as may be required by the City.

The City shall have the right to inspect the grantee's income records and the right to audit and to recompute any amounts determined to be payable under this section; provided, however, that such audit shall take place within 12 months following the close of each of the grantee's fiscal years. Any additional amount due to the City as a result of the audit shall be paid within 30 days following written notice to the grantee by the City which notice shall include a copy of the audit report.

In the event that any franchise payment, recomputed amount or other payment is not made on or before the applicable dates heretofore specified, interest shall be charged from such date at the prevailing prime interest rate as that rate is set by the First Wisconsin Bank of Milwaukee, Wisconsin.

Payments of compensation made by the grantee to the City pursuant to the provisions of this section shall not be considered in the nature of a tax but shall be in addition to any and all taxes which are now or hereafter required to be paid by any law of the United States, the State of Wisconsin, the City of Lake Mills or Jefferson County.

In the event this franchise shall be terminated or forfeited prior to the end of the basic fifteen-year term, the grantee shall, within 30 days, submit to the City Council a financial statement prepared as above required showing the gross receipts of the grantee for the time elapsed since the last period for which the grantee has paid to the City the required percentage of gross annual receipts, and the grantee shall pay to the City not later than 30 days following the termination of the franchise a like percentage of such gross receipts.

§ 311-19 Complaint procedure.

Grantee shall maintain a business office and telephone listing in the Lake Mills area for the purpose of receiving inquiries and complaints from its customers and the general public. Grantee shall investigate all complaints within 48 hours of their receipt and shall in good faith attempt to resolve them within 48 hours after notice. Grantee shall maintain a record of each complaint and shall grant the City access to such records and shall include a statement regarding the resolution or nonresolution of the complaint supported by reasons for the action taken.

Grantee shall provide a customer service office which shall be located in the Lake Mills area, so that service response can be on a twenty-four-hour basis at no charge.

In the event of the failure by the grantee to resolve complaints, the CATV Regulatory Board and City Council may review complaints, other than those relating to program content. Failure of the grantee to resolve complaints may also be cause for revocation of the franchise.

In all brochures and other written material, the grantee shall state the fact that a complaint procedure has been established and shall state the mailing address and telephone number of the office handling inquiries and complaints, as well as the municipal officer to whom such inquiries and complaints shall be directed.

When there have been similar complaints made or where there exists other evidence which, in the judgment of the City Council, casts doubt on the reliability or quality of cable service, the City Council shall have the right and authority to compel the grantee to test, analyze and report on the performance of the system at the expense of the grantee. Such test or tests shall be made and the reports of such test or tests shall be delivered to the City no later than 14 days after the City Council formally notifies the grantee. Such report shall include the following information: the nature of the complaints which precipitated the special test; what system component was tested; the equipment used and procedures employed in said testing; the results of such tests; and the method in which such complaints were resolved. Any other information pertinent to the special test shall be recorded.

Said tests and analyses shall be supervised by a professional engineer, not on the permanent staff of the grantee. The aforesaid engineer should sign all records of special tests and forward to the City such records with a report interpreting the result of the tests and recommending actions to be taken by the City.

The City's right under this provision shall be limited to requiring the tests, analyses, and reports covering specific subjects and characteristics based on said complaints or other evidence when and under such circumstances as the City has reasonable grounds to believe that the complaints or other evidence require that tests be performed to protect the public against substandard cable service.

The City Council may establish rules and regulations which provide for fines to be levied against the grantee when, in the judgment of the City Council, the grantee has failed to satisfactorily perform according to the terms of this section.

§ 311-20 Construction of system.

The grantee shall, within 60 days of the date of the award of the franchise, perform and submit all required registrations and application with the appropriate governmental agencies regulating able systems.

The grantee shall, within 90 days of the date of the award of the franchise, furnish to the City complete plans and specifications for the construction of its plant and distribution system for approval by the City.

Failure to comply with any of the time limits by the grantee as set forth in this section, unless such time limits are extended by the City Council, shall be grounds for revocation of the franchise.

The grantee shall make provisions in the installation of its system to provide for connection with other systems where such service is available.

The grantee shall make no material change in the operation of the system from that approved by the City Council in granting the franchise except upon prior written approval of the City Council. At least two weeks prior to making a request for a material change in operations, the grantee shall cause to be published in the official City newspaper prominent notice of the request, including a description of the nature of the changes and a concise statement for the reasons therefore.

§ 311-21 Liability of grantee; insurance and indemnity.

The grantee shall indemnify and save the City, its agents and employees harmless from and against all loss, liability, damage and expenses, including attorneys' fees, sustained by the City on account of any suit, judgment, execution, claim or demand arising out of the installation, operation or maintenance of the cable communication system authorized herein, whether or not any act or omission complained of is authorized, allowed or prohibited by this section and any franchise granted hereunder; including, but not limiting said indemnity to, claims for personal injuries, death or property damages, expense of investigation and litigation or claims and suits arising hereunder, and claims based on copyright violation or infringements or violation of proprietary rights.

The grantee shall carry and at all times maintain on file with the City Clerk and at all times keep in force a public liability policy of insurance, insuring such grantee and the City against any and all liability arising from such installation and/or operation, with limits of liability of not less than $500,000 for property damage and $1,000,000 for any one person for personal injury, death, or other damages attributable to the installation and/or operation of the cable communication system. Such policies of insurance or certificates thereof by a company licensed to do business in the State of Wisconsin shall be filed with the City Clerk prior to the commencement of installation. Such policy or certificate shall provide that the City shall be notified 30 days in advance of the cancellation or termination of the policy. The City Council reserves the right to approve the policy and increase minimum limits of liability based upon inflationary factors and other causes to be determined by the City Council.

The grantee, upon receipt of due notice in writing from the City, shall defend at its own expense any action or proceeding against the City in which it is claimed that injury or damages arose from the grantee's activities or failure to act in the installation, maintenance or operation of its cable communication system.

Surety bond.

The grantee shall maintain and, by its acceptance of this franchise, specifically agree, that it will maintain throughout the term of this franchise a faithful performance bond running to the City with a good and sufficient surety approved by the City Attorney in the sum of $100,000 conditioned that the grantee shall well and truly observe, fulfill and perform each term and condition of this franchise and of the grantee's proposal and that in case of any breach, the City shall be entitled to recover from the principal and sureties thereof the amount of all damages including all costs and attorney's fees incurred by the City proximately resulting from the failure of the grantee to well and faithfully observe and perform any and all of the provisions of this franchise. After the grantee has provided service to all residents of the City requesting such service, and the system is approved by the City Council, the grantee may make application to the City Council for reduction of its bond and if the City Council approves the installation of the system and is satisfied that all residents of the City requesting service have been provided such service by the grantee, the City Council may reduce the amount of such bond but is not required to do so.

No recovery by the City of any sum by reason of the bond required herein shall be any limitation upon the liability of the grantee to the City, except that the sum received by the City be reason of the bond required herein shall be deducted from any recovery which the City might have against the grantee.

§ 311-22 Additional requirements.

The grantee shall comply with all conditions imposed by the Federal Communications Commission and by the State of Wisconsin. Failure to obtain any required licenses or to comply with all such conditions shall be grounds to revoke the franchise without liability assigned to the City. Copies of all documents filed with other government bodies, including but not limited to the FCC and the State of Wisconsin, shall be furnished to the City concurrently.

§ 311-23 Revocation of franchise.

In addition to all the rights and powers reserved by the City, the City expressly reserves the right to revoke, terminate and cancel the franchise and all rights and privileges to the grantee hereunder in the event that:

The grantee violates any material provision of this chapter, any material provision of the grantee's proposal, the grant of franchise, or any rule, order or determination of the City made pursuant to this chapter, except where such violation is without fault or through excusable neglect;

The grantee becomes insolvent, unable or unwilling to pay its debts, or is adjudged a bankrupt;

A receiver or trustee has, at least 120 days beforehand, been appointed to take over and conduct the business of the grantee, whether in receivership, reorganization, bankruptcy, or other action or proceeding unless such receivership or trusteeship shall have been vacated prior to the expiration of said 120 days, or unless:

Within 120 days after his election or appointment, such receiver or trustee shall have fully complied with all the provisions of this chapter and remedied all defaults thereunder; and

Such receiver or trustee, within 120 days, shall have executed an agreement, duly approved by the court having jurisdiction in the premises, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this chapter; or

There has been a change in the control of the grantee without first obtaining written consent of the City Council, or where such consent has been sought and denied or not given;

The grantee attempts to evade any of the material provisions of this chapter or practices any fraud or deceit upon the City; or

The grantee fails to have service available to all of the residential structures in all areas of the City.

Such revocation, termination and cancellation shall occur only after public hearing has been conducted by the City Council. The City Council may, but is not required, to refer such matters to the CATV Regulatory Board for review and recommendation. If as a result of said public hearing, the City Council approves and recommends revocation, termination and cancellation, the City Council shall provide written notice of its decision to the grantee. The written notice shall include a statement specifying the steps, procedures of acts which the grantee must undertake to perform in order to avoid revocation, termination or cancellation. In the event the grantee strictly complies with each step, procedure or action required by the City Council, the revocation, termination and cancellation shall not take effect. In the event the grantee fails to strictly comply with each step, procedure or act required of the City Council, the revocation, termination and cancellation shall take effect at the expiration of 30 days after receipt of the written notice without further notice of the grantee. Such revocation, termination and cancellation shall in no way affect any of the City's rights under this chapter or any provision of law. In the event that such revocation, termination and cancellation depends upon a finding of fact, such finding of fact, as made by the City Council, shall be conclusive; provided, however, that before the franchise may be revoked, terminated and cancelled under this section, the grantee must be provided with an opportunity to be heard before the City Council.

In the event that the City revokes, terminates and cancels this franchise, pursuant to the appropriate provision of this chapter, the City shall have the right to purchase the grantee's cable system in accordance with the provisions of § 311-15 of this chapter. After purchasing the grantee's cable system, the City shall have the right to sell said system to another operator if the City so chooses.

Whenever this franchise shall set forth any time for any act to be performed by or on behalf of the grantee, such time shall be deemed of the essence and any failure of the grantee to perform within time allotted shall be sufficient grounds for the City to revoke this franchise.

If grounds for the revocation of this franchise exist, the City Council may pass a resolution imposing any penalty or sanction, not amounting to revocation, upon the grantee; provided, that said penalty or sanction not amounting to revocation is agreed upon by both the grantee and the City Council. If no agreement is reached between the grantee and the City Council, the City Council shall decide whether or not to revoke the grantee's franchise.

§ 311-24 Preferential or discriminatory practices prohibited.

The grantee shall not deny service, deny access, or otherwise discriminate against subscribers, programmers, or general citizens on the basis of race, color, religion, national origin, creed, or sex. Nothing in this provision shall be construed to prohibit the reduction or waiving of charges in conjunction with promotional campaigns for the purpose of attracting subscribers, nor shall this provision be interpreted to prohibit the establishment of a graduated scale of charges and classified rate schedules to which any subscriber or programmer included within a particular classification shall be entitled.

§ 311-25 Right of privacy.

The grantee shall not reveal to any third party any information or data concerning any specific subscriber. Any information or date revealed to third parties shall be limited to gross data relating to all subscribers, without identification as to individual subscribers.

§ 311-26 Evaluation sessions.

Scheduled sessions. The Lake Mills CATV Regulatory Board and the grantee shall hold scheduled evaluation sessions within 30 days of the fifth and 10th anniversary dates of the granting of this franchise. All such evaluation sessions shall be open to the public and announced in the official City newspaper at least five days before each session. The CATV Regulatory Board shall file a report detailing all complaints, comments and suggestions for improvement which are received in any evaluation session, and shall include in its report any recommendations the Board has with respect to the continued operation of the system.

Special sessions. Special evaluation sessions may be held at any time during the term of the franchise, provided that both the Lake Mills CATV Regulatory Board and the grantee shall mutually agree on the time, the place and the topics to be evaluated. All such evaluation sessions shall be open to the public and announced in the official City newspaper at least five days before each session. The CATV Regulatory Board shall file a report detailing all complaints, comments and suggestions for improvement which are received in any evaluation session, and shall include in its report any recommendations the Board has with respect to the continued operation of the system.

Topics to be evaluated.

The following topics shall be discussed at every scheduled evaluation session:

Service rate structures.

Free or discounted services.

(c)

Application of new technologies.

System performances.

Services provided.

Programming offered.

Customer complaints.

Privacy and human rights.

(i)

Amendments to this chapter.

(j)

Judicial and FCC rulings.

Topics in addition to those listed may be added for discussion at such evaluation sessions. Members of the general public may add topics either by working through the negotiating parties or by presenting a petition. If such a petition bears the valid signatures of 50 or more qualified electors of the City, the proposed topic or topics shall be added to the list of topics to be discussed at the evaluation session.

§ 311-27 Local origination.

The grantee shall provide free installation and cablevision service to schools in the City, the City office building and the public library. One channel shall be reserved for use by the City for emergency purposes. The educational channels may be used between the school buildings and classrooms to transmit educational programs or to broadcast school activities into the homes of subscribers. A set of television production equipment will be available in the City for use by schools in the City, the City Council of the City and the general public. This will include a color TV camera, video recorder and lighting equipment.

The grantee shall devote at least one channel to locally originated programming. The grantee shall also submit a plan, subject to the approval of the City Council, stating the proposed number of channels which will be provided for additional services, including channels to be devoted to locally originated programs. Said plan shall contain an estimate of the total number of broadcast hours per week per channel which the grantee proposed to devote to local programming, the types of local programs it proposes to originate and a provision that the grantee shall submit to the City Council each year a proposed programming schedule for locally originated channels. The City reserves the right to require reservation of one channel in addition to the channel reserved for locally originated programs for the City government and the dissemination of public information through the City government.

§ 311-28 Service standards.

Upgrading of facilities, equipment and services. The grantee shall upgrade its facilities, equipment and services as subscribers' demands dictate so that its system is as advanced as the current state of technology with field-proven equipment will allow.

The cable system shall be engineered and installed with the capacity for two-way communications in accordance with the regulations of the Federal Communications Commission now in effect or which may be promulgated.

The grantee shall utilize microwave distribution systems where necessary to fulfill all of the representations made to the City in the grantee's proposal.

At the option of any individual subscriber, the grantee shall install a switching device upon said subscriber's television receiver whereby said subscriber may disconnect his television receiver from the grantee's cable system in order to receive over-the-air television signals. The price of this device to said subscriber shall be the cost of said device to the grantee, or less at the option of the grantee, and the grantee shall not charge the subscriber any fee for the installation of said device. The grantee shall make all reasonable efforts to obtain said devices at the lowest possible cost to it.

At the option of any individual subscriber, the grantee shall provide a device which allows said individual subscriber to utilize a key to disconnect those channels providing additional services to the subscriber, such as pay TV channels. The price of such device shall be the cost of such device to the grantee, or less at the option of the grantee, and the grantee shall not charge the subscriber any fee for the installation of said device. The grantee shall make all reasonable efforts to obtain said devices at the lowest possible cost to it.

The grantee shall provide for the standardization of cable television system facilities for the exchange of transmission of both live and recorded programs with other cable television facilities operating in adjacent territory to the City. The grantee shall run appropriate trunk lines to the borders of the franchise area or provide other suitable methods to accomplish said purpose. Interconnections shall be made within 60 days of a request made by the City.

§ 311-29 Rights of residents.

An owner or operator of an apartment building, condominium, nursing home, or any other rental facility may not interfere with or charge a fee for the installation of cable facilities for the use of a lessee of said property or premises, except that such owner or operator may require.

Installation to conform to reasonable conditions necessary to protect the safety, appearance and functioning of the premises;

The grantee, occupant or tenant to pay for the installation, operation or removal of such facilities; or

The grantee, occupant or tenant to agree to indemnify the owner or operator for any damages caused by the installation, operation or removal of such facilities.

It shall be unlawful for the grantee to reimburse or offer to reimburse any person, or for any person to demand or receive reimbursement from the grantee, for the placement upon the premises of such person of grantee's facilities necessary to connect such person's premises to the distribution lines of the grantee to provide CATV service to said premises.

A landlord may not discriminate in the amount of rent charged to tenants or occupants who receive cable services and to those who do not.

The grantee may not take actions which would diminish or interfere with the privileges of any tenant or which would disclose the names and addresses of its subscribers, or any list which identifies, by name, subscriber viewing habits, to any person, agency or entity, for any purpose whatsoever.

§ 311-30 Rights reserved to City.

The right is hereby reserved to the City to adopt, in addition to the provisions contained herein and in existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of the police powers; provided, that such regulations, by ordinance or otherwise, shall be reasonable and not in conflict with the rights herein granted.

Nothing in this chapter shall limit the right of the City to acquire the cable system of the grantee through the exercise of eminent domain, condemnation or proceedings or otherwise.

Nothing contained in this chapter shall be construed to limit or in any way impair the powers and authorities of the City, except as expressly stated in this chapter.

§ 311-31 Protections afforded grantee.

Tampering with cable equipment. A person who willfully or maliciously damages, or causes to be damaged, any wire, cable, conduit, apparatus or equipment of the grantee, or who commits any act with intent to cause damage to any wire, cable, conduit, apparatus or equipment of the grantee, or who taps, tampers with, or connects any wire or device to a wire, cable, conduit or equipment of the grantee with intent to obtain a signal or impulse therefrom without authorization of the grantee, shall be subject to a forfeiture of not more than $200 as determined by the court and shall be liable in a civil action for the actual amount of damages sustained thereby, but this section shall not prevent a public utility from removing, disconnecting or otherwise rendering inoperable any of the grantee's apparatus or equipment attached or in any way connected to such public utility's facilities, if done for reasonable cause.

Liability of the grantee in libel action. The grantee or its agents shall not, in an action for slander or for publishing a libel, be held liable in damages for or on account of any defamatory matter uttered, telecast, cablecast or published over the facilities of the grantee by any person whose utterance, telecast, cablecast, or publication is not, under the provisions of any law of the United States or any regulation, ruling or order of the Federal Communications Commission, subject to censorship or control by the grantee.

§ 311-32 Supervision of grantee.

Books and records of the grantee.

The grantee shall file with the City Clerk accurate copies of maps and/or plats of the location and character of all existing and proposed installation over, upon, or under the street. These maps and plats shall conform to the requirements of the City Engineer, and shall be kept continuously up-do-date.

The grantee shall continually keep on file with the City Council a current list of its shareholders, holding 5% or more of the outstanding stock, and officers, with their current addresses. These lists must also be included in the annual report of the grantee required in § 311-18B of this chapter.

All books and records of the grantee concerning its operations within the City, including but not limited to all income tax returns and financial records of the grantee, shall be made available for inspection and audit by the City Council or its designate within 30 days after any such inspection or audit shall be made.

The grantee shall keep and maintain all records required by the FCC. Copies of said records and all other rules and regulations, terms and conditions established by the grantee for the conduct of his business shall be filed with the City Council and at the local office of the grantee.

Copies of all petitions, applications and communications submitted by the grantee to the federal Communications Commission, Securities and Exchange Commission, or any other federal or state regulatory commission or agency having jurisdiction in respect to any matter affecting cable operation shall also be submitted simultaneously to the City by filing the same with the City Clerk.

The grantee shall maintain records of those subscriber complaints and requests for service which it has received, the time of such reception, and the time at which it responded to said subscriber complaints and requests for service. Every two months, copies of said records shall be submitted to the City Council. The grantee shall also keep a copy of said records at its local office.

(7)

The grantee shall keep and maintain a complete record of all persons or groups requesting time on its access channels. Said record shall be made available for public inspection and a copy of said record shall be submitted to the Cable Review Committee.

(8)

All records required by this section shall be kept on file by the grantee for the duration of this franchise.

Restrictions against assignment.

This franchise shall not be assigned or transferred either in whole or in part or leased, sublet or mortgaged in any manner, nor shall title thereto either legal or equitable, or any right, interest or property therein, pass to or vest in any person either by the fact of the grantee or by operation of law without the express consent of the City Council. The granting, giving or waiving of any one or more of such consents shall not render unnecessary any subsequent consent or consents.

The grantee shall promptly notify the City Council of any actual or proposed change in or transfer of, or acquisition by, any other party of control of the grantee. Within 60 days after receiving said notice, the City Council shall hold a public hearing on this matter. For the purpose of determining whether it will consent to such change, transfer, or acquisition of control, the City Council may inquire into the qualifications of the prospective controlling party, and the grantee shall assist the City Council in any such inquiry.

Every change, transfer or acquisition of control of the grantee with respect to which the consent of the City Council is required, pursuant to Subsection B(1) above, shall make this franchise subject to revocation unless and until the City Council shall have consented thereto. In the every that the City Council denies consent, and such change, transfer, or acquisition of control has been effected, the City may revoke this permit unless control of the grantee is restored to its status prior to the change, or to a status acceptable to the City Council.

Upon the foreclosure or other judicial sale of all or a substantial part of the grantee's cable system, or upon the termination of any lease covering all or a substantial part of said system, the grantee shall notify the City Council of such fact, and such notification shall be treated as a notification that a change in control of the grantee has taken place, and the provisions of Subsection B(1), (2) and (3) above, shall apply.

The consent or approval of the City Council to any assignment, lease, transfer, sublease, or mortgage of this franchise shall not constitute a waiver or release of the rights of the City in and to the streets.

Nothing in this section shall be deemed to prohibit a mortgage or pledge of the cable system equipment or any part thereof or a leasing of the grantee from another person of said cable system equipment or part thereof for financing purposes or otherwise. Any such mortgage, pledge, or lease shall be subject and subordinate to the rights of the City under this contract or applicable law.

§ 311-33 Intended scope.

Compliance with local, state and federal law.

The grantee shall construct, operate and maintain the CATV system subject to the supervision of all of the authorities of the City who have jurisdiction in such matters and in strict compliance with all laws, ordinances and department rules and regulations.

If at any time the powers of the City Council or any agency or official of the City are transferred by law to any other council, authority, agency or official, this council, authority, agency or official shall have the power, rights and duties previously vested under this chapter or by law in the City Council or any agency or official of the City.