City of Hudson, WI Chapter A259 Cable Television Franchise

[HISTORY: Adopted by the Common Council of the City of Hudson by Ord. No. 22-99. Amendments noted where applicable.]

§ A259-1 Intent and purpose.

A. The city intends, by the adoption of this franchise, to bring about the further development of a cable system and the continued operation of it. Such development can contribute significantly to the communications needs and desires of the residents and citizens of the city and the public generally. Further, the city may achieve better utilization and improvement of public services and enhanced economic development with the development and operation of a cable system.

B. Adoption of this franchise is, in the judgment of the city, in the best interests of the city and its residents.

§ A259-2 Findings.

In the review of the request and proposal for renewal by the grantee and negotiations related thereto and as a result of a public hearing, the city makes the following findings:

A. The grantee's technical ability, financial condition and legal qualifications were considered and approved in a full public proceeding after due notice and a reasonable opportunity to be heard;

B. The grantee's plans for constructing, upgrading and operating the system were considered and found adequate and feasible in a full public proceeding after due notice and a reasonable opportunity to be heard;

C. The franchise granted to the grantee by the grantor complies with the existing applicable Wisconsin statutes, federal laws and regulations; and

D. The franchise granted to the grantee is nonexclusive.

§ A259-3 Short title.

This franchise shall be known and cited as the "Hudson Cable Communications Franchise Ordinance."

§ A259-4 Word usage and definitions.

A. When not inconsistent with the context, words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. The word "may" is directory and discretionary and not mandatory.

B. For the purposes of this franchise, the following terms, phrases, words and their derivations shall have the meaning given herein:

BASIC CABLE SERVICE

Any service tier which includes the lawful retransmission of local television broadcast signals and any public, educational or governmental access channels. "Basic cable service" as defined herein shall not be inconsistent with 47 U.S.C. § 543(b)(7).

CABLE SERVICE OR SERVICE

(1) The one-way transmission to subscribers of video programming or other programming services; and

(2) Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming, including cable modem service to the extent consistent with federal law.

CABLE SYSTEM OR SYSTEM

A facility consisting of antennas, fiber optic cables, transmitters and receivers, coaxial cables and amplifiers, towers, microwave or other wireless transmission links, cablecasting studios, power supplies, pedestals and any other conductors, converters, equipment or facilities designed and constructed for the purpose of distributing video programming to subscribers and producing, receiving, amplifying, storing, processing, switching or distributing audio, video, digital or other forms of electronic signals sold or distributed to subscribers which are provided to multiple customers within the city. Such term does not include:

(1) A facility that serves only to retransmit the television signals of one or more television broadcast stations;

(2) A facility that serves customers without using any public right-of-way, including streets or easements;

(3) A facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of the Communications Act of 1934, except that such facility shall be considered a cable system if such facility is used in the transmission of video programming, whether on a common-carrier or non-common-carrier basis, directly to customers, unless the extent of such use is solely to provide interactive on-demand services;

(4) An open video system that complies with 47 U.S.C. § 573; or

(5) Any facilities of any electric utility used solely for operating its electric utility systems.

CITY

The City of Hudson, Wisconsin.

CONVERTER

An electronic device which converts signals to a frequency acceptable to a television receiver of a subscriber and by an appropriate selector permits a subscriber to view all subscriber signals included in the service.

DROP

The cable that connects the ground block on the subscriber's residence or institution to the nearest feeder cable of the system.

FCC

The Federal Communications Commission and any legally appointed, designated or elected agent or successor.

FRANCHISE OR CABLE FRANCHISE

This Hudson Cable Communications Franchise Ordinance and the regulatory and contractual relationship established hereby.

GRANTEE

MediaOne of The Upper Midwest, Inc., its lawful successors, transferees or assignees.

GRANTOR

The city, its lawful successors, transferees or assignees.

GROSS REVENUES

All revenue received directly or indirectly by the grantee from the operation of its system within the city to provide cable services. This shall include all cable service fees, installation and reconnection fees, upgrade and downgrade fees, converter rental fees, lockout device fees, cable modem service fees to the extent consistent with applicable laws, franchise fees and late fees. The term "gross revenues" shall not include any taxes on services furnished by the grantee imposed by any municipality, state or other governmental unit and collected by the grantee for such governmental unit, advertising revenue, FCC regulatory fees, bad debt or subscriber deposits.

INSTALLATION

The connection of the system from feeder cable to the point of connection with the subscriber converter or other terminal equipment.

LOCKOUT DEVICE

An optional mechanical or electrical accessory to a subscriber's terminal which inhibits the viewing of a certain program, certain channel or certain channels provided by way of the system.

PAY TELEVISION

The delivery over the system of pay-per-channel or pay-per-program audio-visual signals to subscribers for a fee or charge, in addition to the charge for basic cable service or tier of cable programming services.

PERSON

Any person, firm, partnership, association, corporation, company or other legal entity.

PROPOSAL

The document titled "A Proposal For Franchise Renewal" dated January 25, 1999, and subsequent correspondence amending, modifying or clarifying said proposal, all of which documents are on file at the City Hall.

RIGHT-OF-WAY OR RIGHTS-OF-WAY

The surface, air space above the surface and the area below any public street, road, highway, freeway, lane, path, public way, alley, court, sidewalk, boulevard, parkway, drive, bridge, tunnel, park, parkway, waterway, easement or right-of-way now or hereafter held by the grantee or dedicated for use by the grantee, use by the general public or use compatible with cable system operations.

STANDARD INSTALLATION

Any residential installation which can be completed using a drop of 200 feet or less.

SUBSCRIBER

Any person who lawfully receives service via the system. In the case of multiple office buildings or multiple dwelling units, the "subscriber" means the lessee, tenant or occupant.

§ A259-5 Grant of franchise.

For the purposes of constructing, operating, rebuilding and maintaining a cable system in the city, the grantee may erect, install, construct, operate, upgrade, repair, replace, reconstruct and retain in, on, over, under, upon, across and along the public rights-of-way in the city such lines, cables, fiber optics, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, enclosures, attachments and other property and equipment as are necessary or appropriate to the operation of the cable system.

§ A259-6 Nonexclusive authority.

A. This franchise and the right it grants to use and occupy the public rights-of-way shall not be exclusive, and this franchise does not, explicitly or implicitly, preclude the issuance of other franchises or similar authorization to operate cable systems; provided, however, that the grantor shall not authorize or permit another person to construct, operate or maintain a cable system on terms and conditions which are materially more favorable or less burdensome than those applied to the grantee.

B. In the event that another person operates a cable system on terms and conditions that are materially more favorable or less burdensome than the terms and conditions applicable to the grantee under this franchise, the grantor shall adjust any such terms and conditions in any other provider's authorization or this franchise so that the terms and conditions under which such other person operates are not materially more favorable or less burdensome than those that are applied to the grantee.

C. The grantor reserves the right to install and maintain, free of charge, upon the poles or in the conduits of the grantee any wire and pole fixtures necessary for municipal networks to the extent that the same do not interfere with the grantee's system or reduce the present or future ability of the grantee to use such pole or conduit. In such case, the grantor shall remove any such wire or pole fixture upon 120 days' notice from the grantee.

§ A259-7 Lease or assignment; term; previous franchises.

A. No person may lease the grantee's system for the purpose of providing cable service until and unless such person shall have first obtained and shall currently hold a valid franchise or other lawful authorization containing substantially similar burdens and obligations to those set forth in this franchise.

B. Franchise term. This franchise shall be in effect for a period of 15 years from the date of acceptance by the grantee, unless sooner renewed, revoked or terminated as herein provided.

C. Previous franchises. Upon acceptance by the grantee as required by § A259-28 herein, this franchise shall supersede and replace any previous ordinance, permit or agreement granting a franchise to the grantee.

§ A259-8 Compliance with applicable laws, resolutions and ordinances.

A. The terms of this franchise shall define the contractual rights and obligations of the grantee with respect to the provision of cable service and operation of the system in the city. This franchise may be modified or amended only with the written consent of the grantee as provided in § A259-24 herein. However, the grantee shall at all times during the term of this franchise be subject to all lawful exercise of the police power and eminent domain rights of the grantor.

B. The grantee shall not, except as provided in this franchise, be subject to additional burdens with respect to placement of facilities in rights-of-way which exceed burdens of other right-of-way users.

C. In the event that the grantee cannot determine how to comply with any right-of-way requirement of the grantor, whether pursuant to this franchise or other requirement, the grantee shall immediately provide written notice of such question, including the grantee's proposed interpretation, to the city with a copy to the grantor. The grantor shall provide a written response within 14 days of receipt indicating how the requirements cited by the grantee apply. The grantee may proceed in accordance with its proposed interpretation in the event that a written response is not received within 17 days of mailing or delivering such written question.

§ A259-9 Rules of grantee.

The grantee shall have the authority to promulgate such rules, regulations, terms and conditions governing the conduct of its business as shall be reasonably necessary to enable said grantee to exercise its rights and perform its obligations under this franchise and to assure uninterrupted service to each and all of its subscribers, provided that such rules, regulations, terms and conditions shall not be in conflict with provisions hereto, the rules of the FCC or the laws of the State of Wisconsin, the grantor or any other body having lawful jurisdiction.

§ A259-10 Territorial area.

A. This franchise is granted for the corporate boundaries of the city, as they may exist from time to time. In the event of annexation by the city, any new territory shall become part of the territory for which this franchise is granted. The grantee shall be given a reasonable period of time to construct and activate cable plant to service annexed or newly developed areas, but in no event not to exceed 12 months from notice thereof by the grantor to the grantee and qualification pursuant to the requirements of this section.

B. The grantee will extend its trunk and distribution system to provide cable service to subscribers where the density is 35 or more dwelling units per mile for the installation of overhead cable and 50 or more dwelling units per mile for installation of underground cable. The grantee will not charge for extension of the system in areas meeting this density requirement.

C. The city may require that all developers notify the grantee at least 30 days prior to closing a utility trench in order to facilitate the grantee's placement of facilities in the ground at the same time as electronic and telephone lines, in which case no additional charge shall apply regardless of home density.

D. The grantee specifically agrees to provide service on or before December 31, 2000, to the developments identified in Exhibit C.[1]

[1] Editor's Note: Exhibit C is included at the end of this chapter.

E. Access to cable service shall not be denied to any group of potential residential cable subscribers because of the income of the residents of the area in which such group resides.

§ A259-11 Notices and reports.

A. Written notice. All notices, reports or demands required to be given in writing under this franchise shall be deemed to be given when delivered personally to any designated officer of the grantee or the grantor of this franchise or 48 hours after they are deposited in the United States mail in a sealed envelope, with registered or certified mail postage prepaid thereon, addressed to the party to whom notice is being given, as follows:

(1) If to the grantor: City Clerk, Hudson City Hall, 505 3rd Street, Hudson, Wisconsin 54016, with copies to Robert J.V. Vose, Esq., Kennedy & Graven, Chartered 470 Pillsbury Center, 200 South Sixth Street, Minneapolis, Minnesota 55402.

(2) If to the grantee: General Manager, MediaOne, 10 River Park Plaza, St. Paul, Minnesota 55107, with copies to John F. Gibbs, Esq., Robins, Kaplan, Miller & Ciresi L.L.P., 2800 LaSalle Plaza, 800 LaSalle Avenue, South Minneapolis, Minnesota 55402.

B. Such addresses may be changed by either party upon notice to the other party given as provided in this section.

§ A259-12 Construction standards.

A. Registration, permits and construction codes. The grantee shall strictly adhere to all state and local laws and building and zoning codes currently or hereafter applicable to the location, construction, installation, operation or maintenance of the system in the city and give due consideration at all times to the aesthetics of the property.

B. Repair of rights-of-way and property. Any and all rights-of-way or public or private property which is disturbed or damaged during the construction, repair, replacement, relocation, operation, maintenance, expansion, extension or reconstruction of the system shall be promptly and fully restored by the grantee, at its expense, to reasonably equivalent condition as that prevailing prior to the grantee's work. If the grantee shall fail to promptly perform the restoration required herein, after written request of the grantor and reasonable opportunity to satisfy that request, the grantor shall have the right to put the rights-of-way or public or private property back into good condition. In the event that the grantor determines that the grantee is responsible for such disturbance or damage, the grantee shall be obligated to fully reimburse the grantor for such restoration.

C. Conditions on right-of-way use.

(1) Nothing in this franchise shall be construed to prevent the grantor from constructing, maintaining, repairing or relocating sewers; grading, paving, maintaining, repairing, relocating and/or altering any right-of-way; constructing, laying down, repairing, maintaining or relocating any water mains; or constructing, maintaining, relocating or repairing any sidewalk or other public work.

(2) All system transmission and distribution structures, lines and equipment erected by the grantee within the city shall be located so as not to obstruct or interfere with the use of rights-of-way, except for normal and reasonable obstruction and interference which might occur during construction, and to cause minimum interference with the rights of property owners who abut any of said rights-of-way and not to interfere with existing public utility installations.

(3) If at any time during the period of this franchise the grantor elects to alter or change the grade or location of any right-of-way, the grantee shall, upon reasonable notice by the grantor, remove and relocate its poles, wires, cables, conduits, manholes and other fixtures of the system and in each instance comply with the reasonable and lawful standards and specifications of the grantor.

(4) The grantee shall not place poles, conduits or other fixtures of the system above or below ground where the same will interfere with any gas, electric, telephone, water or other utility fixtures, and all such poles, conduits or other fixtures placed in any right-of-way shall be so placed as to comply with all reasonable and lawful requirements of the grantor.

(5) The grantee shall, upon request of any person holding a moving permit issued by the city, temporarily move its wires or fixtures to permit the moving of buildings, with the expense of such temporary removal to be paid by the person requesting the same, and the grantee shall be given not less than 10 days' advance written notice to arrange for such temporary changes.

(6) The grantee shall have the authority to trim any trees upon and overhanging the rights-of-way of the city so as to prevent the branches of such trees from coming in contact with the wires and cables or other facilities of the grantee.

(7) The grantee shall use its best efforts to give reasonable prior notice to any adjacent private property owners who will be negatively affected or impacted by the grantee's work in the rights-of-way.

D. Undergrounding of cable. The grantee must place system facilities underground where all other utility facilities are placed underground and may place system facilities on existing poles using aerial construction techniques where existing system facilities or other utility facilities are on poles or otherwise of aerial construction. Amplifier boxes and pedestal-mounted terminal boxes may be placed above ground if existing technology reasonably requires but shall be of such size and design and shall be so located as not to be unsightly or unsafe and shall comply with applicable zoning and other requirements applicable to all right-of-way users.

E. Installation of facilities. No poles, conduits, amplifier boxes, pedestal-mounted terminal boxes, similar structures or other wire-holding structures shall be erected or installed by the grantee without any lawfully required permit of the grantor.

F. Safety requirements.

(1) The grantee shall at all times employ ordinary and reasonable care and shall install and maintain in use nothing less than commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage or injuries.

(2) The grantee shall install and maintain its system and other equipment in accordance with the grantor's safety codes and the requirements of the National Electric Safety Code and all other applicable FCC, state and local safety regulations and in such manner that they will not interfere with the grantor's communications technology related to health, safety and welfare of the residents.

(3) All system structures and lines, equipment and connections in, over, under and upon the rights-of-way of the grantor, wherever situated or located, shall at all times be kept and maintained in good condition, order and repair so that the same shall not menace or endanger the life or property of the grantor or any person.

§ A259-13 Design provisions.

A. System upgrade; minimum channel capacity.

(1) The grantee shall upgrade its system consistent with Exhibit A[1] hereto so as to develop, construct and operate, upon completion of upgrade and thereafter for the term of this franchise, a system providing at least 750 megahertz capacity and which is fully activated with the capability of delivering to all subscribers capable of receiving them a minimum of up to 80 video programmed channels. In addition, the grantee shall provide a system and services in accordance with its proposal and Exhibit A.

[1] Editor's Note: Exhibit A is included at the end of this chapter.

(2) The system will be designed with the capability to transmit return signals upstream in the five to 40 megahertz spectrum upon upgrade. The grantor's return bandwidth in the five to 40 megahertz spectrum may be reserved for the grantor's exclusive use.

(3) The grantee shall develop, construct and operate a system capable of providing nonvideo cable modem service which shall be activated and provided in the event that such services are available to the grantee's subscribers in metropolitan Minneapolis/St. Paul. This obligation shall be enforceable by the grantor to the extent that such cable modem service is a cable service under applicable law.

(4) All final programming decisions remain the discretion of the grantee, provided that the grantee notifies the grantor and subscribers in writing 30 days prior to any channel additions, deletions or realignments, if the grantee has such advance notice, and further subject to the grantee's signal carriage obligations hereunder and pursuant to 47 U.S.C. §§ 531 to 536 and further subject to the grantor's rights pursuant to 47 U.S.C. § 545. Notwithstanding, the grantee shall endeavor to provide Wisconsin-originated programming if such programming is available under applicable law and regulation and given technological limitations such as signal strength. The grantee shall not resist provision of Wisconsin-originated programming based on the interconnection of the system and provision of service from any head end outside of Wisconsin.

B. Construction timetable. The grantee shall complete all construction related to the system upgrade required by Subsection A herein on or before December 31, 2000. Failure to timely complete construction shall be a violation of this franchise.

C. Interruption of service. The grantee shall interrupt service only for good cause and for the shortest time possible. If service is interrupted for a total period of more than 48 hours in any thirty-day period, subscribers shall be credited pro rata for such interruption upon request or in the event that the grantee receives a complaint and has notice that such subscriber's outage was of sufficient duration to require such credit.

D. Technical standards. The technical standards used in the operation of the system shall comply, at minimum, with the technical standards promulgated by the FCC relating to cable systems pursuant to Title 47, Section 76.601 to 76.617, as may be amended or modified from time to time, which regulations are expressly incorporated herein by reference.

E. Emergency alert system (EAS) requirements. The grantee will implement emergency alert override capability consistent with all applicable federal and state regulations and will enable system-specific messages to be delivered by the grantor. Such capability shall include the grantor's ability to override all video channels with a brief audio and/or video message directing viewers to a selected PEG channel for further information provided by the grantor. The grantee shall ensure that the grantor can provide such messaging upon demand in the event of a local emergency. The grantee shall not be liable for any damages to any party as a result of the exercise of the grantee's obligations under this section.

F. Testing. The grantor shall have the right to inspect all construction or installation work performed pursuant to the provisions of the franchise and all applicable codes. The grantor shall have the right to test locations within the system regarding performance if there are complaints regarding system performance. The grantee shall have a right to advance notice and may accompany the grantor on any such test.

G. Drop testing and replacement. The grantee will insert a 750 megahertz carrier at a level 10 dB below the video carriers that will be measured by the grantee as a normal procedure during service calls. In addition, the drops and related passive equipment will be inspected during installations to assure that the drop and passive equipment can pass the full 750 megahertz system capacity. In the event that measurement of the carrier or the inspection demonstrates that a drop or associated passive equipment does not pass the full 750 megahertz, the subscriber address will be recorded by the grantee and the grantee will provide the grantor, or its designee, upon request, a report indicating the addresses where drops or associated passive equipment has failed. The grantee will replace failing drops and/or associated passive equipment at no charge within a reasonable time and, in any event, at the time the subscriber upgrades service to a level which requires a signal above the 550 megahertz spectrum.

H. FCC reports. Upon the grantor's request, the results of any tests required to be filed by the grantee with the FCC shall also be filed with the grantor or its designee within 10 days of the conduct of such tests.

I. Nonvoice return capability. The grantee will use cable and associated electronics having the technical capacity for nonvoice return communications.

J. Lockout device. Upon the request of a subscriber, the grantee shall make available a lockout device at no additional charge to subscribers.

§ A259-14 Service provisions.

A. Regulation of service rates. The grantor may regulate rates for the provision of cable service or system equipment to the extent allowed under federal or state law(s). A list of the grantee's current subscriber rates and charges shall be maintained on file with the grantor and shall be available for public inspection. The grantee shall give the grantor and subscribers written notice of any change in a rate or charge at least one billing cycle prior to the effective date of the change. Bills must be clear, concise and understandable, with itemization of all charges.

B. Nonstandard installations. The grantee shall install and provide cable service to any person requesting other than a standard installation, provided that said cable service can meet FCC technical specifications and all payment and policy obligations are met. In such case, the grantee may charge for the incremental increase in material and labor costs incurred beyond the standard installation.

C. Sales procedures. The grantee shall not exercise deceptive sales procedures when marketing any of its services within the city. The grantee shall have the right to market door-to-door during reasonable hours consistent with local ordinances and regulation.

D. Subscriber inquiry and complaint procedures.

(1) The grantee shall continue to provide an office in the City of Hudson until the system upgrade required by § A259-13A is complete. Thereafter, at a minimum, the grantee shall maintain one location or drop box in the city at which payments can be deposited and also, by appointment, free of charge, pick up and deliver equipment from subscribers' premises within a reasonable time to facilitate any exchange of defective or inoperable video equipment of the grantee required to receive service. The grantee shall have a publicly listed tollfree telephone number which shall be operated so as to receive calls on a twenty-four-hours-a-day, seven-days-a-week, three-hundred-sixty-five-days-a-year basis. During normal business hours, trained representatives of the grantee shall be available to respond to subscriber inquiries.

(2) The grantee shall maintain adequate numbers of telephone lines and personnel to respond in a timely manner to schedule service calls and answer subscriber complaints or inquiries in a manner consistent with regulations adopted by the FCC.

(3) Subject to the grantee's obligations pursuant to law regarding privacy of certain information, the grantee shall prepare and maintain written records of all complaints received from the grantor and the resolution of such complaints, including the date of such resolution. Such written records shall be on file at the office of the grantee. The grantee shall provide the grantor with a written summary of such complaints and their resolution upon request of the grantor. As to subscriber complaints, the grantee shall comply with FCC recordkeeping regulations and make the results of such recordkeeping available to the grantor upon request.

(4) Service call appointments must be met in a manner consistent with FCC standards. The grantee may schedule appointments for installations and other service calls either at a specific time or, at a maximum, during a four-hour time block during normal business hours. The grantee may also schedule service calls outside normal business hours for the convenience of customers. The grantee shall use its best efforts not to cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment. If the installer or technician is late and will not meet the specified appointment time, he/she must use his/her best efforts to contact the customer and reschedule the appointment at the sole convenience of the customer.

(5) The grantor may impose additional customer service requirements in accordance with and to the extent permitted by applicable law.

E. Subscriber contracts. Upon request, the grantee shall file with the grantor any standard form subscriber contract utilized by the grantee.

F. Refund policy. In the event that a subscriber establishes or terminates service and receives less than a full month's service, the grantee shall prorate the monthly rate on the basis of the number of days in the period for which service was rendered to the number of days in the billing.

§ A259-15 Access channels.

A. Public, educational and government access.

(1) The grantee will provide three channels for public, educational and government access (PEG). The grantor or its designee will be responsible for programming on these three PEG channels. The grantor will also be responsible for all equipment, training, support and management of such channels. The grantee shall ensure that the signal quality of all PEG channels shall meet any applicable technical standards.

(2) The grantee must continue to designate channels 10 and 2 for PEG purposes. Those channels, however, may be relocated one time within three years of the effective date of this franchise without the grantor's consent; provided, however, that such channel designation for those channels and the additional PEG channel is not higher than 25 on the lineup. The grantee shall reimburse all reasonable expenditures incurred by the grantor as a result of any such relocation. Thereafter, said channels may only be relocated with the grantor's written consent.

B. PEG fee. A fee of up to $0.85 per video subscriber, per month, shall be provided by the grantee in support of PEG capital and/or operational needs upon the grantor's request. The grantor may make or adjust such request on an annual basis. The fee cap may, at the grantor's request, be increased yearly by the increase in the CPI for the prior year beginning in the year that the fee is set at or increased to $0.85, if ever. The grantor shall coordinate any annual PEG fee adjustment with the grantee's schedule of rate adjustments. Such fee shall be identified as a PEG fee and collected from the grantor's video customers as a line item on bills and paid to the grantor on a quarterly basis.

C. Equipment grant. The grantee will provide a grant 30 days after the effective date of this franchise in the amount of $60,000 to be used towards the purchase of PEG equipment or other capital needs. On the fifth and 10th anniversaries of the franchise, the grantee shall make additional payments of $50,000. The amount of the grants shall not appear as a line item on subscribers' bills. In the event of any technological changes to the system or the grantee's signal such that the grantor's PEG access equipment is rendered unusable, the grantee shall be obligated to replace all such equipment with equipment compatible with the grantee's system.

D. State and federal law compliance. Satisfaction of the requirements of this section satisfies any and all of the state and federal law requirements of the grantee with respect to PEG access.

§ A259-16 Institutional service.

A. Subscriber network drops and cable service. The grantee shall provide the basic service tier (BST), the cable programming service tier (CPST) and installation of one drop and outlet at no charge to the following institutions:

(1) Hudson City Hall, 505 3rd Street, Hudson, Wisconsin 54016.

(2) North Hudson Village Hall, 400 7th Street N., Hudson, Wisconsin 54016.

(3) Hudson Library, 911 4th Street, Hudson, Wisconsin 54016.

(4) E.P. Rock Elementary School, 340 13th Street S., Hudson, Wisconsin 54016.

(5) North Hudson Elementary School, 510 Lemon Street N., Hudson, Wisconsin 54016.

(6) Willow River Elementary School, 416 St. Croix Street, Hudson, Wisconsin 54016.

(7) Hudson Middle School, 1300 Carmichael Road, Hudson, Wisconsin 54016.

(8) Hudson High School, 1501 Vine Street, Hudson, Wisconsin 54016.

(9) St. Patrick's Catholic School, 403 St. Croix Street, Hudson, Wisconsin 54016.

(10) Hudson Sports and Civic Center, 1820 Hanley Road, Hudson, Wisconsin 54016.

(11) Hudson/North Hudson Public Access Facility, 911 4th Street, Hudson, Wisconsin 54016.

(12) St. Croix County Government Center, 1101 Carmichael Road, Hudson, Wisconsin 54016.

(13) Trinity Lutheran School, 1205 6th Street, Hudson, Wisconsin 54016.

B. MediaOne Express. The grantee will provide one residential cable modem, or its equivalent, to deliver basic high-speed access to the Internet, at no monthly charge, to each institution listed below. Service to such institutions shall be activated within six months of the grantee's introduction of Internet service on a commercial basis into the Hudson/North Hudson service area.

(1) Hudson City Hall, 505 3rd Street, Hudson, Wisconsin 54016.

(2) North Hudson Village Hall, 400 7th Street N., Hudson, Wisconsin 54016.

(3) Hudson Library, 911 4th Street, Hudson, Wisconsin 54016.

(4) E.P. Rock Elementary School, 340 13th Street S., Hudson, Wisconsin 54016.

(5) North Hudson Elementary School, 510 Lemon Street N., Hudson, Wisconsin 54016.

(6) Willow River Elementary School, 416 St. Croix Street, Hudson, Wisconsin 54016.

(7) Hudson Middle School, 1300 Carmichael Road, Hudson, Wisconsin 54016.

(8) Hudson High School, 1501 Vine Street, Hudson, Wisconsin 54016.

(9) St. Patrick's Catholic School, 403 St. Croix Street, Hudson, Wisconsin 54016.

(10) Trinity Lutheran School, 1205 6th Street, Hudson, Wisconsin 54016.

(11) Prairie Elementary School, 1400 Carmichael Road, Hudson, Wisconsin 54016.

C. Institutional hybrid fiber coax network.

(1) The grantee shall provide an institutional hybrid fiber coax network ("network") for the grantor's use no later than November 1, 2001. The independent fiber network shall meet the design, performance and maintenance standards attached as Exhibit B.[1]

[1] Editor's Note: Exhibit B is included at the end of this chapter.

(2) The grantee shall be responsible for electronics and performance of the network from the head end to the demarcation point. "Demarcation point" for these purposes is defined is the point at which the fiber ring cable enters the institutional facility. This point of entry is typically located at the ground block, pedestal or lock box outside the building at issue.

(3) The grantee may add to the PEG fee delineated in § A259-15B above an amount calculated to recover the total initial investment in the network over the fifteen-year term of the franchise. Such amount shall be annually recalculated to account for changes in subscribership. The grantee shall provide the city with an annual reconciliation of amounts collected and expended related to this cost recovery and agree to an adjustment to the fee for any overpayments or underpayments.

(4) The independent fiber network shall be connected to the buildings set forth below:

(a) Hudson City Hall, 505 3rd Street, Hudson, Wisconsin 54016.

(b) North Hudson City Hall, 400 7th Street N., Hudson, Wisconsin 54016.

(c) St. Croix County Government Center, 1101 Carmichael Road, Hudson, Wisconsin 54016.

(d) Hudson Library, 911 4th Street, Hudson, Wisconsin 54016.

(e) E.P. Rock Elementary School, 340 13th Street S., Hudson, Wisconsin 54016.

(f) North Hudson Elementary School, 510 Lemon Street N., Hudson, Wisconsin 54016.

(g) Willow River Elementary School, 416 St. Croix Street, Hudson, Wisconsin 54016.

(h) Hudson Middle School, 1300 Carmichael Road, Hudson, Wisconsin 54016.

(i) Hudson High School, 1501 Vine Street, Hudson, Wisconsin 54016.

(j) St. Patrick's Catholic School, 403 St. Croix Street, Hudson, Wisconsin 54016.

(k) Hudson Sports and Civic Center, 1820 Hanley Road, Hudson, Wisconsin 54016.

(l) Hudson/North Hudson Public Access Facility, 911 4th Street, Hudson, Wisconsin 54016.

(m) Trinity Lutheran School, 1205 6th Street, Hudson, Wisconsin 54016.

(n) Public Safety Building, 222 Walnut Street, Hudson, Wisconsin 54016.

(o) Wisconsin Indianhead Technical College, 940 O'Keefe Road, Hudson, Wisconsin 54016.

(p) Municipal Jail, 919 4th Street, Hudson, Wisconsin 54016.

D. The grantee will additionally extend the independent fiber network to the Hudson Public Access Facility, currently located in the basement of the Hudson City Library, to a new location when the facility is relocated from the Hudson City Library to a location to be designated by the city so long as the new facility is within 1/2 mile of the grantee's active fiber node. Upon written request by the grantor and commitment on the part of the affected institution to pay the grantee's costs over and above the first 500 feet, measured from the grantee's closest active fiber node, the grantee shall extend the independent fiber network to new public institutions within nine months of request by the city.

§ A259-17 Administration.

A. Administration of franchise.

(1) The grantor or other designee shall have continuing regulatory jurisdiction and supervision over the system and the enforcement of the grantee's compliance under the franchise. The grantor, or its designee, may issue such reasonable rules and regulations concerning the construction, operation and maintenance of the system as are consistent with the provisions of the franchise and law.

(2) Under the authority of W.S.A. s. 66.30, relating to intergovernmental cooperation, the city is authorized to enter into and continue to participate in an agreement with the village to provide for a Joint Hudson/North Hudson Cable Television Board to exercise the powers and duties described herein. Until or unless amended, the City of Hudson - Village of North Hudson Agreement dated August 3, 1981, shall continue to define organization of the Board. The Hudson City Clerk shall act as the Board Secretary. The City Clerk's office shall be reimbursed for expenses incurred in providing such services.

(3) The Board shall have the power to:

(a) Investigate and resolve disputes involving the grantee.

(b) Review and audit reports submitted by the grantee.

(c) Enforce the franchise or provide recommendations regarding enforcement to the member municipalities as shall be deemed appropriate by the Board and the grantor.

(d) Administer sanctions, penalties and other enforcement activities pursuant to the franchise.

(e) Initiate inquiries and respond to inquires regarding cable television matters and provide recommendations to the member municipalities.

(f) Provide such other services as directed by the member municipalities.

(4) The city shall fully cooperate with the Board. Recommendations by the Board shall be accepted by the city unless clearly erroneous. Decisions of the Board shall be subject to appeal to the city. The grantee shall have the right to appeal such final decision to a court of competent jurisdiction.

B. Franchise fee.

(1) During the term of the franchise, the grantee shall pay quarterly to the grantor or its delegatee a franchise fee in an amount equal to 5% of its quarterly gross revenues.

(2) Any payments due under this provision shall be payable quarterly. The payment shall be made within 30 days of the end of each of the grantee's fiscal quarters, together with a report showing the basis for the computation.

(3) All amounts paid shall be subject to audit and recomputation by the grantor, and acceptance of any payment shall not be construed as an accord that the amount paid is in fact the correct amount.

C. Access to records. The grantor shall have the right to inspect, upon reasonable notice and during normal business hours, or require the grantee to provide, within a reasonable time, copies of any records maintained by the grantee which relate to the system, including specifically the grantee's accounting and financial records.

D. Reports and maps to be filed with city.

(1) The grantee shall file with the grantor, at the time of payment of the franchise fee, a report of all gross revenues in form and substance as reasonably required by the grantor.

(2) If required by the grantor, the grantee shall furnish to and file with the grantor the maps, plats and permanent records of the location and character of all facilities constructed, including underground facilities, and the grantee shall file with the grantor updates of such maps, plats and permanent records not more than annually if changes have been made in the system.

E. Periodic evaluation.

(1) The grantor may require evaluation sessions at the fifth and 10th anniversary years of this franchise, upon written notice to the grantee.

(2) Topics which may be discussed at any evaluation session may include, but are not limited to, application of new technologies, system performance, programming offered, access channels, facilities and support, municipal uses of cable, subscriber rates, customer complaints, amendments to this franchise, judicial rulings, FCC rulings, line extension policies and any other topics the grantor and the grantee deem relevant.

(3) As a result of a periodic review or evaluation session, upon notification from the grantor, the grantee shall meet with the grantor and undertake good faith efforts to reach agreement on any changes and modifications to the terms and conditions of the franchise which are mutually acceptable and economically and technically feasible.

§ A259-18 Performance bond; security fund; indemnification; insurance.

A. Performance bond.

(1) At the time the franchise becomes effective and at all times thereafter, until the grantee has liquidated all of its obligations with the grantor, the grantee shall furnish a bond to the grantor in the amount of $50,000 in a form and with such sureties as reasonably acceptable to the grantor. This bond will be conditioned upon the faithful performance by the grantee of its franchise obligations and upon the further condition that, in the event that the grantee shall fail to comply with any law, ordinance or regulation governing the franchise, there shall be recoverable jointly and severally from the principal and surety of the bond any damages or loss suffered by the grantor as a result, including the full amount of any compensation, indemnification or cost of removal or abandonment of any property of the grantee, plus a reasonable allowance for attorneys' fees and costs, up to the full amount of the bond, and further guaranteeing payment by the grantee of claims, liens and taxes due the grantor which arise by reason of the construction, operation or maintenance of the system. The rights reserved by the grantor with respect to the bond are in addition to all other rights the grantor may have under the franchise or any other law. The grantor may, from year to year, in its sole discretion, reduce the amount of the bond.

(2) The time for the grantee to correct any violation or liability shall be extended by the grantor if the necessary action to correct such violation or liability is, in the sole determination of the grantor, of such a nature or character as to require more than 30 days within which to perform, provided that the grantee provides written notice that it requires more than 30 days to correct such violations or liability, commences the corrective action within the thirty-day period and thereafter uses reasonable diligence to correct the violation or liability.

(3) In the event that this franchise is revoked by reason of default of the grantee, the grantor shall be entitled to collect from the performance bond that amount which is attributable to any damages sustained by the city or its designee as a result of said default or revocation.

(4) The grantee shall be entitled to the return of the performance bond, or portion thereof, as remains 60 days after the expiration of the term of the franchise or revocation for default thereof, provided that the grantor has not notified the grantee of any actual or potential damages incurred as a result of the grantee's operations pursuant to the franchise or as a result of said default.

(5) The rights reserved to the grantor with respect to the performance bond are in addition to all other rights of the grantor, whether reserved by this franchise or authorized by law, and no action, proceeding or exercise of a right with respect to the performance bond shall affect any other right the grantor may have.

B. Security fund.

(1) The grantee shall maintain on deposit in a bank account in the grantor's name through the term of this franchise the sum of $5,000 as security for the faithful performance by it of all the provisions of this franchise and compliance with all lawful orders of the grantor and the payment by the grantee of any claim liens and taxes due the grantor which arise by reason of the construction, operation or maintenance of the system. Interest accrued on this deposit shall remain with the deposit as additional security unless after periodic review the grantor determines, in its reasonable discretion, to rebate all or part of the accrued interest or to reduce the required amount of the security fund. Provisions shall be made to permit the grantor and/or administrator designated in this franchise to withdraw funds for the security fund. Neither the grantor nor the grantee shall use the security fund for other purposes, and they shall not assign, pledge or otherwise use this security fund as security for any purpose.

(2) Within 30 days after notice to it that any amount has been withdrawn by the grantor from the security fund pursuant to Subsection B(1) of this section, the grantee shall deposit a sum of money sufficient to recoup such security fund to the original amount of $5,000.

C. Penalties from security fund. Subject to recovery of any moneys owed by the grantee to the grantor for damages or any other remedies as a result of any acts or omissions by the grantee pursuant to the franchise, the grantor may charge to and collect from the security fund the following amounts after completion of all due process protections, including the procedures set forth in Subsection D of this section:

(1) For failure to comply with any of the provisions of this franchise for which a penalty is not otherwise specifically provided pursuant to this section, the penalty shall be $25 per day for each day, or part thereof, that such failure occurs or continues.

(2) For failure to provide data, documents, reports or information to the grantor as may be required herein, the penalty shall be $25 per day for each day, or part thereof, such failure occurs or continues.

(3) For failure to provide the services required by this franchise, including but not limited to requirements with respect to PEG access channels or related support, the penalty shall be $100 per day for each day, or part thereof, that such failure occurs or continues.

D. Procedure. Whenever the grantor finds that the grantee has violated one or more terms, conditions or provisions of this franchise, a written notice shall be promptly given to the grantee informing it of such violation or liability. The grantee will be afforded 10 business days from receipt of a written notice in which to cease or cure the violation or notify the grantor of a dispute regarding the violation. The grantee may, within 10 business days of notice, notify the grantor that there is a dispute as to whether a violation or failure has occurred or been cured. Such notice by the grantee to the grantor shall specify with particularity the matters disputed. In the event that the grantee does not timely notify the grantor of a dispute regarding the violation or timely cure the violation or liability as reasonably determined by the grantor, the grantor may withdraw funds from the security fund. Each violation of any provision of this franchise shall be considered a separate violation for which a separate penalty can be imposed.

(1) In the event that the grantee notifies the grantor of a dispute regarding the existence of a violation or liability, the grantor shall consider the grantee's notice at its next regularly scheduled meeting. The grantor shall supplement the decision with written findings of fact. The grantee shall pay all costs associated with hearing the appeal.

(2) Upon a determination by the grantor that the violation or liability did not occur, the grantor shall return any moneys withdrawn.

(3) The security fund deposited pursuant to this section shall become the property of the grantor in the event that the franchise is canceled by reason of the default of the grantee or revoked for cause. The grantee, however, shall be entitled to the return of such security fund, or portion thereof, as remains on deposit at the expiration of the term of the franchise or upon termination of the franchise at an earlier date, provided that there is then no outstanding default on the part of the grantee.

(4) The rights reserved to the grantor with respect to the security fund are in addition to all other rights of the grantor, whether reserved by this franchise or authorized by law, and no action, proceeding or exercise of a right with respect to such security fund shall affect any other right the grantor may have.

E. Indemnification of the grantor.

(1) The grantor, its officers, boards, committees, commissions, elected officials, employees and agents shall not be liable for any loss or damage to any real or personal property of any person, or for any injury to or death of any person, arising out of or in connection with the grantee's construction, operation, maintenance, repair or removal of the system or as to any other action of the grantee with respect to this franchise. This indemnity does not apply to:

(a) The content of programming carried on any channel set aside for public, educational or governmental use, unless the grantee was engaged in determining the editorial content of the program; or

(b) The grantor's use of the grantee's emergency alert system (EAS) capability.

(2) The grantee shall indemnify, defend and hold harmless the grantor, its officers, boards, committees, commissions, elected officials, employees and agents from and against all liability, damages and penalties which they may legally be required to pay to a third party as a result of the grantor's exercise, administration or enforcement of the franchise.

(3) Nothing in this franchise relieves a person from liability arising out of the failure to exercise reasonable care to avoid injuring the grantee's facilities while performing work connected with grading, regrading or changing the line of a right-of-way or public place or with the construction or reconstruction of a sewer or water system.

F. Insurance.

(1) As a part of the indemnification provided in Subsection E, but without limiting the foregoing, the grantee shall file certificates of insurance as evidence with the grantor at the time of its acceptance of this franchise and at all times thereafter maintain in full force and effect, at its sole expense, liability insurance covering the grantee and listing the grantor, its officers, elected officials, boards, commissions, agents and employees as additional insureds against any and all claims or damages which may arise as a result of this franchise. The grantee shall maintain types and amounts of coverage as are ordinary and reasonable in keeping with industry standards, including comprehensive general liability, with limits of not less than $1,000,000 for physical damage to property as to any one accident and not less than $1,000,00,000 for personal injury or death to any one person and not less than $1,000,000 for personal injury resulting from any one act or occurrence. Such insurance shall provide contractual liability coverage, explosion, collapse and underground hazard coverage and products/completed operations hazard protection.

(2) The policy or policies of insurance shall be maintained by the grantee in full force and effect during the entire term of the franchise. Each policy of insurance shall contain a statement on its face that the insurer will not cancel the policy or fail to renew the policy, whether for nonpayment of premium or otherwise and whether at the request of the grantee or for other reasons, except after 60 days' advance written notice has been provided to the grantor.

§ A259-19 Abandonment, sale, transfer and revocation of franchise.

A. City's right to revoke. In addition to all other rights which the grantor has pursuant to law or equity, the grantor reserves the right to revoke, terminate or cancel this franchise, and all rights and privileges pertaining thereto, if it is determined by the grantor that the grantee has violated material provision(s) of this franchise; or the grantee has attempted to evade any of the provisions of the franchise; or the grantee has practiced fraud or deceit upon the grantor. The grantor may revoke this franchise without the hearing required by Subsection B(2) herein if the grantee is adjudged a bankrupt.

B. Procedures for revocation.

(1) The grantor shall provide the grantee with written notice of a cause for revocation and the intent to revoke and shall allow the grantee 30 days subsequent to receipt of the notice in which to correct the violation or to provide adequate assurance of performance in compliance with the franchise. In the notice required herein, the grantor shall provide the grantee with the basis of the revocation.

(2) The grantee shall be provided the right to a public hearing affording due process before the grantor prior to the effective date of revocation, which public hearing shall follow the thirty-day notice provided in Subsection B(1) above. The grantor shall provide the grantee with written notice of its decision, together with written findings of fact supplementing said decision.

(3) Only after the public hearing and upon written notice of the determination by the grantor to revoke the franchise may the grantee appeal said decision with an appropriate state or federal court or agency.

(4) During the appeal period, the franchise shall remain in full force and effect unless the term thereof sooner expires or unless continuation of the franchise would endanger the health, safety and welfare of any person or the public.

C. Abandonment of service. The grantee may not abandon the system or any portion thereof without having first given three months' written notice to the grantor. The grantee may not abandon the system or any portion thereof without compensating the grantor for damages resulting from the abandonment, including all costs incident to removal of the system.

D. Removal after abandonment, termination or forfeiture.

(1) In the event of termination or forfeiture of the franchise or abandonment of the system, the grantor shall have the right to require the grantee to remove all or any portion of the system from all rights-of-way and public property within the city.

(2) If the grantee has failed to commence removal of the system, or such part thereof as was designated by the grantor, within 30 days after written notice of the grantor's demand for removal is given or if the grantee has failed to complete such removal within 12 months after written notice of the grantor's demand for removal is given, the grantor shall have the right to apply funds secured by the performance bond toward removal and/or declare all right, title and interest to the system to be in the grantor with all rights of ownership, including but not limited to the right to operate the system or transfer the system to another for operation by it.

E. Sale or transfer of franchise.

(1) No sale or transfer of the franchise or sale, transfer or fundamental corporate change of or in the grantee, including but not limited to a fundamental corporate change in the grantee's parent corporation or any entity having a controlling interest in the grantee, the sale of a controlling interest in the grantee's assets, a merger, including the merger of a subsidiary and parent entity, consolidation or the creation of a subsidiary or affiliate entity, shall take place until a written request has been filed with the grantor requesting approval of the sale, transfer or corporate change and such approval has been granted or deemed granted; provided, however, that said approval shall not be required where the grantee grants a security interest in its franchise and/or assets to secure an indebtedness or if, through corporate reorganization, the grantee, franchise and/or the grantee's assets are transferred to or otherwise become owned by an entity which is under common ownership, actual or beneficial, by any entity which either owned or controlled the grantee prior to such corporate reorganization.

(2) Any sale, transfer, exchange or assignment of stock in the grantee or the grantee's parent corporation or any other entity having a controlling interest in the grantee, so as to create a new controlling interest therein, shall be subject to the requirements of this Subsection E. The term "controlling interest" as used herein is not limited to majority stock ownership but includes actual working control in whatever manner exercised.

(3) The grantee shall file all documents, forms and information required to be filed by applicable law and, upon request of the grantor, any other documents necessary to understand the terms of the transaction.

(4) The grantor shall have such time as is permitted by applicable law in which to review a transfer request.

(5) The grantee may seek reimbursement for all the reasonable legal and administrative costs and fees associated with review of any request to transfer to the extent permitted by applicable laws.

(6) Any transferee or assignee must be fully obligated herein, which requirement shall be deemed a condition of any consent or approval granted by the grantor. At time of consideration of consent to transfer this franchise, the grantor may address in any lawful fashion any material noncompliance by the grantee with any requirement herein.

F. Right to purchase.

(1) The grantor shall have the right to purchase the system upon expiration, revocation or termination of the franchise. The grantor shall have the right to acquire the system for an equitable price.

(2) In the event of any proposed sale, transfer, corporate change or assignment pursuant to Subsection E(1) or (2) above, the grantor shall have the right to purchase the system for the value of the consideration proposed in such transaction. The grantor's right to purchase in the event of any proposed sale, transfer, corporate change or assignment shall arise upon the grantor's receipt of notice of the material terms of an offer or proposal for sale, transfer, corporate change or assignment which the grantee has accepted. Notice of such offer or proposal must be conveyed to the grantor in writing and separate from any general announcement of the transaction. The grantor shall be deemed to have waived its right to purchase the system in the event it approves the assignment or sale of the franchise or it does not indicate to the grantee in writing, within 60 days of receipt of written notice of a proposed sale, transfer, corporate change or assignment, its intention to exercise its right of purchase or reservation of such right.

§ A259-20 Protection of individual rights.

A. Discriminatory practices prohibited. The grantee shall not deny service, deny access or otherwise discriminate against subscribers or general citizens on the basis of race, color, religion, national origin, sex, age, affectional preference or disability. The grantee shall comply at all times with all other applicable federal, state and city laws and all applicable executive and administrative orders relating to nondiscrimination.

B. Subscriber privacy. The grantee shall comply with all applicable federal, state and local privacy laws.

§ A259-21 Unauthorized connections and modifications.

A. Unauthorized connections or modifications prohibited. It shall be unlawful for any firm, person, group, company, corporation or governmental body or agency, without the express consent of the grantee, to make or possess, or assist anybody in making or possessing, any unauthorized connection, extension or division, whether physically, acoustically, inductively, electronically or otherwise, with or to any segment of the system or receive services of the system without the grantee's authorization.

B. Removal or destruction prohibited. It shall be unlawful for any firm, person, group, company or corporation to willfully interfere, tamper, remove, obstruct or damage, or assist thereof, any part or segment of the system for any purpose whatsoever, except for any rights the grantor may have pursuant to this franchise or its police powers.

C. Penalty. Any firm, person, group, company or corporation found guilty of violating this section may be fined by the grantor not less than $20 and the costs of the action nor more than $500 and the costs of the action for each offense. Each continuing day of violation shall be considered a separate occurrence.

§ A259-22 Franchise renewal.

Any renewal of this franchise shall be performed in accordance with applicable federal, state and local laws and regulations. The term of any renewed franchise shall be limited to a period not to exceed 15 years.

§ A259-23 Work performed by others.

All applicable obligations of this franchise shall apply to any subcontractor or others performing any work or services pursuant to the provisions of this franchise; however, in no event shall any such subcontractor or other performing work obtain any rights to maintain and operate a system or provide cable service. Upon request, the grantee shall provide notice to the grantor of the name(s) and address(es) of any entity, other than the grantee, which performs substantial services pursuant to this franchise.

§ A259-24 Amendments to franchise.

The grantee and the grantor may agree, from time to time, to amend this franchise. Such written amendments may be made subsequent to a review session pursuant to § A259-17E or at any other time if the grantor and the grantee agree that such an amendment will be in the public interest or if such an amendment is required due to changes in federal, state or local laws; provided, however, that nothing herein shall restrict the grantor's exercise of its police powers.

§ A259-25 Compliance with federal, state and local laws.

A. If any federal or state law or regulation shall require or permit the grantor or the grantee to perform any service or act or shall prohibit the grantor or the grantee from performing any service or act which may be in conflict with the terms of this franchise, then as soon as possible following knowledge thereof, either party shall notify the other of the point in conflict believed to exist between such law or regulation. The grantee and the grantor shall conform to state laws and rules regarding cable communications and conform to federal laws and regulations regarding cable as they become effective.

B. If any term, condition or provision of this franchise or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof and the application of such term, condition or provision to persons or circumstances other than those as to whom it shall be held invalid or unenforceable shall not be affected thereby, and this franchise and all the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and complied with, provided that the loss of the invalid or unenforceable clause does not substantially alter the agreement between the parties. In the event that such law, rule or regulation is subsequently repealed, rescinded, amended or otherwise changed so that the provision which had been held invalid or modified is no longer in conflict with the law, rules and regulations then in effect, said provision shall thereupon return to full force and effect and shall thereafter be binding on the grantee and the grantor.

§ A259-26 Nonenforcement by the grantor; rights and remedies to be cumulative.

A. The grantee shall not be relieved of its obligations to comply with any of the provisions of this franchise by reason of any failure or delay of the grantor to enforce prompt compliance.

B. All rights and remedies given to the grantor by this franchise or retained by the grantor herein shall be in addition to and cumulative with any and all other rights and remedies, existing or implied, now or hereafter available to the grantor, at law or in equity, and such rights and remedies shall not be exclusive, but each and every right and remedy specifically given by this franchise or otherwise existing or given may be exercised from time to time and as often and in such order as may be deemed expedient by the grantor, and the exercise of one or more rights or remedies shall not be deemed a waiver of the right to exercise at the same time or thereafter any other right or remedy.

§ A259-27 Acknowledgment of validity of franchise.

The grantee and the grantor each acknowledge that it has had an opportunity to review the terms and conditions of this franchise and that under current law each believes that said terms and conditions are not unreasonable or arbitrary and that each believes that each party has the power to make the terms and conditions contained in this franchise.

§ A259-28 When effective; acceptance by grantee.

A. Publication; effective date. This franchise shall be published in accordance with applicable local and Wisconsin law. The effective date of this franchise shall be the date of acceptance by the grantee in accordance with the provisions of Subsection B.

B. Acceptance.

(1) The grantee shall accept this franchise within 60 days of its enactment by the grantor, unless the time for acceptance is extended by the grantor. Such acceptance by the grantee shall be deemed the grant of this franchise for all purposes; provided, however, that this franchise shall not be effective until all the grantor ordinance adoption procedures are complied with and all applicable timelines have run for the adoption of the grantor ordinance. In the event that acceptance does not take place, or should all ordinance adoption procedures and timelines not be completed, this franchise and any and all rights granted hereunder to the grantee shall be null and void.

(2) Upon acceptance of this franchise, the grantee and the grantor shall be bound by all the terms and conditions contained herein.

(3) The grantee shall accept this franchise in the following manner:

(a) This franchise will be properly executed and acknowledged by the grantee and delivered to the grantor.

(b) With its acceptance, the grantee shall also deliver any grant payments, performance bond and insurance certificates required herein that have not previously been delivered.