[HISTORY: Adopted by the Common Council of
the City of Hudson by Ord. No. 22-99. Amendments noted where applicable.]
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.
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.
This franchise shall be known and cited as the
"Hudson Cable Communications Franchise Ordinance."
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.
BASIC CABLE SERVICE
CABLE SERVICE OR SERVICE
CABLE SYSTEM OR SYSTEM
(1)
(2)
(3)
(4)
(5)
CITY
CONVERTER
DROP
FCC
FRANCHISE OR CABLE FRANCHISE
GRANTEE
GRANTOR
GROSS REVENUES
INSTALLATION
LOCKOUT DEVICE
PAY TELEVISION
PERSON
PROPOSAL
RIGHT-OF-WAY OR RIGHTS-OF-WAY
STANDARD INSTALLATION
SUBSCRIBER
For the purposes of this franchise, the following
terms, phrases, words and their derivations shall have the meaning
given herein:
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).
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:
A facility that serves only to retransmit the
television signals of one or more television broadcast stations;
A facility that serves customers without using
any public right-of-way, including streets or easements;
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;
An open video system that complies with 47 U.S.C.
§ 573; or
Any facilities of any electric utility used
solely for operating its electric utility systems.
The City of Hudson, Wisconsin.
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.
The cable that connects the ground block on the subscriber's
residence or institution to the nearest feeder cable of the system.
The Federal Communications Commission and any legally appointed,
designated or elected agent or successor.
This Hudson Cable Communications Franchise Ordinance and
the regulatory and contractual relationship established hereby.
MediaOne of The Upper Midwest, Inc., its lawful successors,
transferees or assignees.
The city, its lawful successors, transferees or assignees.
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.
The connection of the system from feeder cable to the point
of connection with the subscriber converter or other terminal equipment.
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.
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.
Any person, firm, partnership, association, corporation,
company or other legal entity.
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.
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.
Any residential installation which can be completed using
a drop of 200 feet or less.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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:
(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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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: