Franchise Agreement for Cable TV System by wmkeever

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									                                  FRA CHISE AGREEME T

                                          ARTICLE ONE
                                          DEFINITIONS

       For the purpose of the grant of this franchise, the following terms shall have the meaning as
described below:

         1. "City" shall mean the city of __________ or its successors and shall include when
appropriate in context the territorial boundaries of the City of __________ as they now or shall
exist in the future.

       2. "Council" shall mean the present governing body of the City of __________ or any
successor to the legislative powers of the present city council of the City of __________.

      3. "Franchise" shall mean the permission, license, franchise or authority given under this
agreement to conduct and operate a cable television system in the City of __________.

        4. "Grantee" shall mean __________ [name of grantee] or its successors, transferees or
assigns, the recipient of the franchise granted in this agreement.

        5. "Street" shall mean the surface of and the space above and below any public street, road,
highway, freeway, lane, path, alley, court, sidewalk, parkway, drive or other easement held now or
in the future by the City of __________ for the purpose of public travel, and shall include such
other easements or rights-of-way as shall be held now or in the future by the City of __________,
which within their proper use and meaning shall entitle the City of __________ and its grantee to
their use for the purpose of installing or transmitting cable television transmissions over poles,
wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, attachments and
other property as may be ordinarily necessary and pertinent to a cable television system.

        6. "Property of grantee" shall mean all property owned and installed or used by grantee in
the conduct of its cable television business in the City of __________ and under the authority of the
franchise granted in this agreement.

        7. "Cable television system" shall mean any system which operates for hire the service of
receiving and amplifying programs broadcast by one or more television and/or radio stations and
any other programs originated by a cable television company or by another party, and distributing
such programs by wire, cable microwave or other means, whether such means are owned or leased,
to persons who subscribe to such service. Such definition does not include:



       (a) any system which serves fewer than fifty subscribers; or
        (b) any master antenna television system.

        8. "Subscriber" shall mean any person or entity receiving for any purpose the cable
television service of the grantee.

        9. "Gross annual receipts" shall mean any and all compensation and other consideration in
any form whatsoever and any contributing grant or subsidy received directly or indirectly by the
grantee from subscribers or users in payment for television or FM radio signals or service received
within the City of __________. "Gross annual receipts" shall not include any taxes on services
furnished by the grantee imposed directly on any subscriber or user by any state, city or other
governmental unit and collected by the grantee on behalf of such governmental unit.

       10. "Person" shall mean any individual or association of individuals, or any firm,
corporation or other business entity.

        11. "Facilities of grantee" or "cable television facilities" shall mean property of the grantee.


                                         ARTICLE TWO
                                      GRANT OF FRANCHISE

        Section 1: General Grant. City hereby grants to the grantee the nonexclusive right and
privilege to construct, erect, operate and maintain a cable television system within the city, and in
doing so to use the streets of city by erecting, installing, constructing, repairing, replacing,
reconstructing, maintaining and retaining in, on, under, upon or across any such street such poles,
wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, attachments and
other property as may be necessary and pertinent to a cable television system, and in addition, to
use, operate and provide for all or part of such facilities by service offerings obtained from
__________ [name of electric or telephone company or the like] or any other franchised or
operating __________ [telephone or electric] company within the City of __________.

        Section 2: Non-exclusivity. The authority granted to conduct a cable television system in
the city and to use and to occupy the streets is not and shall not be deemed to be an exclusive right
or permission. The city expressly reserves the right to grant similar non-exclusive franchises to
other persons, firms or corporations to conduct cable television systems and to use the streets of the
city within the same or other areas of the city at any time or any period of time. No such additional
franchise granted by the city shall in any way affect the obligations of the grantee under this
agreement.

         Section 3: Right to Assign Exclusive Service Areas. Notwithstanding any other provision
of this franchise to the contrary, the city council reserves the right to assign to the grantee or to other
grantees under other cable television system franchises within the city, certain exclusive service
areas within the city, but the city council shall not do so until at least __________ (number) @(R]
years have passed from the date that the grantee is first required to be able and willing to render
service to a subscriber as set forth below in this agreement. In no event shall the city council
require the grantee to remove a part of its system from any area which it shall have been previously
serving in order to make such area available to any other grantee under any other cable television
franchise.

        Section 4: Responsibility for Continuing Administration. The title of the office or official
of the city council that has primary responsibility for the continuing administration of the franchise
and implementation of complaint procedures is __________ [designate title of office or official of
city council].

        Section 5: Notice Concerning Complaints. Notice of the procedures for reporting and
resolving complaints will be given to each subscriber at the time of initial subscription to the cable
system.

                                ARTICLE THREE
                 APPROVAL OF GRANTEE BY FRANCHISING AUTHORITY

        __________ [Insert recitations and provisions concerning the grantee's legal, financial,
technical, and other qualifications, and recite that the adequacy and feasibility of its construction
arrangements have been approved by the franchising authority as part of a full public proceeding
affording due process].

                                   ARTICLE FOUR
                       MODIFICATIONS OF FRANCHISE STANDARDS

        Any modifications of the provisions of the federal franchise standards resulting from
amendment of the standards by the Federal Communications Commission must be incorporated
into this franchise within one year of adoption of the modification, or at the time of franchise
renewal, whichever occurs first.

                                          ARTICLE FIVE
                                             TERM

        The franchise granted shall be for a term of __________ (number, such as: 15) years unless
the term shall expire sooner by other provisions of this agreement.

        The term of this franchise shall commence on the first day of the first month next following
the date the grantee accepts and agrees to abide by the terms and conditions of this franchise by
filing a written acceptance of this agreement with the __________ [city official, such as: city
clerk] of the city. If it is to be valid, that acceptance shall be filed within a period of __________
(number, such as: 10) days from the effective date of the ordinance granting this franchise. If such
acceptance shall not be filed within the abovementioned time, then the ordinance granting this
franchise shall be deemed void and of no further force and effect, and the offer of franchise
contained in the ordinance shall stand revoked.

                                           ARTICLE SIX
                                           FORFEITURE
        In addition to all other rights and powers reserved or pertaining to the city, the city reserves
as an additional and as a separate and distinct remedy the right to revoke this franchise and all rights
and privileges of the grantee in any of the following events or for any of the following reasons:



        (a) Grantee fails to comply with any of the provisions of the ordinance granting this
franchise, and has received __________ (number)[R] days prior written notice of such failure; or
grantee has, by act or omission, violated any term or condition of this agreement; or

       (b) Any provision of such ordinance shall be finally adjudged by a court of law invalid or
unenforceable, and the city council further finds that such provision constitutes at that time a
material consideration to the continuance of the franchise granted in this agreement; or

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

      (d) All or part of grantee's facilities are sold under an instrument to secure a debt and are not
redeemed by grantee within __________ (number) [R] days from such sale; or

       (e) Grantee attempts to dispose of any of its property in order to prevent the city from
purchasing it if city should exercise its option given in Article Thirty-Three of this agreement; or

        (f) Grantee attempts or practices any fraud or deceit in its conduct or relations with the city
under this franchise; or

      (g) City condemns all of the property of grantee within the city by the lawful exercise of
eminent domain.

                                      ARTICLE SEVEN
                                 ORDINANCE OF REVOCATION

        No revocation provided for in Article Six, except for reason of condemnation as provided in
subsection (g), shall be effective unless or until the city council shall have adopted an ordinance
setting forth the cause and reason for the revocation and the effective date of revocation, which
ordinance shall not be adopted without __________ (number) [R] days prior notice to grantee and
an opportunity for grantee to be heard on the proposed adoption of such proposed ordinance. If the
revocation as proposed in such ordinance depends on a finding of fact, such finding of fact, as made
by the city council after the hearing provided for, shall be conclusive.

                                         ARTICLE EIGHT
                                         CONSIDERATION

        Section 1: General Payment. Grantee shall pay to the city during the life of the franchise a
sum equal to __________ percent (__%) of the gross subscriber revenues per year from cable
television operations in the community. Grantee shall file with city within __________ (number,
such as: 30) days after the expiration of the first __________ (number, such as: 12) months of this
franchise and within __________ [30] days after each succeeding __________ (12) month period
this franchise shall be in force, a financial statement prepared by a certified public accountant or
person otherwise satisfactory to city, showing in detail the gross subscriber revenues per year from
cable television operations in the community during the preceding __________ (12) months. It
shall be the duty of grantee to pay to city, within __________ (number, such as: [15] days after the
time for filing such statement, the prescribed sum less the total of the minimum monthly payments
paid to the City of __________ during the __________ (12) month period for which the
abovementioned percentage of the gross subscriber revenues per year from cable television
operations in the community was due.

        Section 2: Early Termination. If this franchise should be terminated or forfeited prior to the
end of the basic __________ [15] year term, grantee shall immediately submit to city a financial
statement prepared as required by Article Eight, Section 1, showing the gross subscriber revenues
per year from cable television operations in the community of grantee for the time elapsed since the
last __________ (12) month period for which grantee had paid to city the required percentage of the
gross subscriber revenues per year from cable television operations in the community, and grantee
shall pay to city not later than __________ [30] days following the termination of the franchise a
like percentage of such gross subscriber revenues per year from cable television operations in the
community.

        Section 3: Minimum Payment. As a minimum payment for the franchise granted in this
agreement, grantee shall pay to the city for the term of this franchise within __________ [15] days
after the end of any calendar month, which shall be for the preceding calendar month, the sum of
__________ Dollars ($____) per month for the first __________ (number, such as: 36 months of
this franchise and the sum of __________ Dollars ($____) per month for the remaining months in
the term of this franchise, which monthly payments shall be credits against the percentage of
payment of the gross subscriber revenues per year from cable television operations in the
community, provided for in Article Eight, Section 1.

        Section 4: Inspection of Records. City shall have the right to inspect grantee's records
showing the gross receipts from which its franchise payments are computed, and city shall have the
right of audit and recomputation of any and all amounts paid under this franchise.

        Section 5: Effect of Acceptance. No acceptance of any payment by the city shall be
construed as a release of or an accord or satisfaction of any claim the city might have for further or
additional sums payable under the terms of the franchise granted by this ordinance or for any
performance or obligation of grantee under this agreement.

                                         ARTICLE NINE
                                       INDEMNIFICATION

         Section 1: Liability Insurance. Grantee shall concurrently with the filing of the acceptance
of this franchise furnish to city and file with the __________ [city official, such as: city clerk] of
city and at all times during the existence this franchise maintain in full force and effect, at its own
cost and expense, a liability insurance policy in the amount of __________ Dollars ($____) with a
company approved by the __________ [city official, such as: city manager] of city. Such liability
insurance policy shall be obtained and maintained in a form satisfactory to the __________ [city
official, such as: city attorney] of city. The liability insurance policy shall indemnify and defend
city, its officers, boards, commissions, agents and employees from and against any and all claims,
demands, actions, suits, and proceedings by others; against all liabilities to others including but not
limited to any liability for damages by reason of, or arising out of, any failure by grantee to secure
consents from the owners, authorized distributors or licensees of programs to be transmitted or
distributed by the grantee; and against any loss, cost, expense and damages resulting from such acts
or omissions, including reasonable attorney fees, arising out of the exercise or enjoyment of this
franchise, irrespective of the amount of the comprehensive liability policy required.

        Section 2: Comprehensive Liability Insurance. Grantee shall also concurrently with the
filing of its acceptance of this franchise furnish to city and file with the __________ [city clerk] of
city, and at all times during the term of this franchise maintain in full force and effect, at its own
cost and expense, a general comprehensive liability insurance policy. Such comprehensive liability
insurance policy shall indemnify and defend city, its officers, boards, commissions, agents and
employees, in a company approved by the __________ [city official, such as: city manager] of
city, and in a form satisfactory to the __________ [city official, such as: city attorney] of city,
from and against all claims by any person whatsoever for loss or damage for personal injury, death
or property damage which may be occasioned by, or which are alleged to have been caused by or to
have occurred under, the operations of grantee under the franchise granted in this agreement, with
minimum liability limits of __________ Dollars ($____) for personal injury or death to any one
person and __________ Dollars ($____) for personal injury or death to two or more persons in any
one occurrence and __________ Dollars ($____) for damages to property resulting from any one
occurrence.

                                         ARTICLE TEN
                                      PERFORMANCE BOND

        Grantee shall, concurrently with the filing of its acceptance of this franchise, file with the
__________ [city official, such as: city clerk] of city and at all times during the term of this
franchise maintain in full force and effect, at grantee's sole cost and expense, a corporate surety
bond in a company and in any form approved by the __________ [city official, such as: city
attorney] of city and in the amount of __________ Dollars ($____), renewable annually, and
conditioned on the faithful performance of grantee of all of the terms and conditions of this
franchise for the term of the franchise.

       If city shall, under other terms of this franchise, revoke the franchise of grantee other than
by reason of the acquisition by city of grantee's property, then, in that event, city shall be entitled to
recover under the terms of such bond the full amount of any loss occasioned to city by reason of
such breach or violation to the full amount of such bond.

                                       ARTICLE ELEVEN
                                     ADDITIONAL REMEDIES

        In addition to the obligations of grantee under the provisions of Articles Nine and Ten,
grantee agrees to indemnify and defend city, its officers, boards, commissions, agents and
employees from any and all claims by any persons whomsoever for damages to personal property or
for copyright infringement in any amounts whatsoever arising out of or alleged to arisen out of the
granting of this franchise or the operation of grantee.

        No recovery by city of any sum by reason of the performance bond required in Article Ten
shall be any limitation on the liability of the grantee to the city under the terms of this article, except
that any sums so received by city shall be deducted from any recovery which city might have
against grantee under the terms of this article.

                                       ARTICLE TWELVE
                                     USE OF EXISTING POLES

        Grantee shall not erect or authorize or permit others to erect any poles or other facilities
within the streets of the city for the conduct of its cable television system, but shall use the existing
poles and other equipment of the city or __________ [name of telephone or electric company or the
like], except when absolutely necessary to service a subscriber, and not simply because it shall be
more convenient, economical or profitable for grantee to so operate; and then grantee shall do so
only when expressly permitted in writing by the __________ [title of director of public works] of
city, under such conditions as __________ (he or she) shall prescribe for the public welfare.

        To that end, grantee shall enter into agreements with the __________ [title of city utilities
department] of city and __________ [name of telephone or electric company or the like] for the
joint use of their poles and equipment, or shall enter into agreements with __________ [telephone
or electric company or the like] under which such __________ [telephone or electric company or
the like] shall install, maintain, replace or repair the poles, lines and equipment required by grantee
on or along the streets of city. However, nothing in this agreement shall prohibit the resetting of
any existing poles if needed for pole capacity, or prohibit the additional setting of new poles by the
__________ [title of city utilities department] of city or __________ [telephone or electric
company or the like] when such poles are needed in the reasonable conduct of the business of such
__________ [electric or telephone company or the like] or the __________ [city utilities
department] of the city and will be used for purposes other than and in addition to the conduct of
grantee's cable television business.

                                      ARTICLE THIRTEEN
                                   RELOCATION OF PROPERTY

         Section 1: Grantee's Property. Whenever city or its __________ [title of city utilities
department] or __________ [electric or telephone company or the like] or any other public utility
franchised or operating within city shall require the relocation or reinstallation of any property of
grantee in or on any of the streets of the city, it shall be the obligation of grantee on notice of such
requirement to immediately remove and relocate or reinstall such property as may be reasonably
necessary to meet the requirements of city or such other utility, and such relocation, removal or
reinstallation by grantee shall be at the sole cost of grantee.

        Section 2: Housemoving Purposes. Grantee shall, on the request of any person holding a
building or moving permit issued by city, temporarily raise or lower its wires or other property or
temporarily relocate such wires or property so as to permit the moving or erection of buildings. The
expenses of any such temporary removal, raising or lowering of wires or other property shall be
paid by the person making the request and grantee shall have the authority to require such payment
in advance. Grantee shall be given in such cases not less than __________ [specify, such as: 48]
hours prior written notice in order to arrange for the actions required.

                                     ARTICLE FOURTEEN
                                   UNDERGROUND FACILITIES

       Whenever all or any part of the electric or telephone utilities shall be located underground in
any place within the city, it shall be the obligation of grantee to locate or to cause its property to be
located underground within such places. If the electric or telephone utilities shall be located
underground in any place within the city after the grantee has previously installed its property,
grantee shall remove and relocate its property also underground in such places at the same time or
immediately afterwards. All location by grantee of its property underground shall be at the sole cost
and expense of grantee.

        If grantee is unable for operational reasons only to locate or relocate any part of its property
underground, then the __________ [title of director of public works] of city, on being satisfied as
to the facts may permit such property to remain above the ground even though other facilities may
be placed underground in the area. However, any such permission shall be on such conditions as
the __________ [title of director of public works] may require for the public welfare.

                                       ARTICLE FIFTEEN
                                    USE AND INSTALLATION

         Section 1: Degree of Care. Grantee or any person, firm or corporation erecting,
constructing or maintaining any of the property used by or for grantee shall at all times employ the
highest degree of care required by the law under the facts and circumstances and shall maintain and
install the property of grantee in accordance with commonly accepted methods and principles so as
to prevent failures or accidents likely to cause or tending to cause damage, injury or nuisance to the
public.

        Section 2: Fire Standards. All cable television facilities shall conform at least to the latest
edition of standards of the __________ [ ational Electrical Code of the ational Board of Fire
Underwriters] at the time any such facility shall be installed or replaced. However, nothing shall
prohibit more stringent or rigid requirements being imposed on grantee either by city through
ordinance or through any agreement between grantee and the __________ [title of city utilities
department] of city or the __________ [electric or telephone company or the like].

        Section 3: Location of Facilities. All cable television facilities shall be located so as to
cause minimum interference with the proper use of streets, and with the rights and reasonable
convenience of property owners abutting streets, and in no event shall any such facilities be located
so as to interfere substantially with the usual public travel on any street of the city.
         Section 4: Damage to Public Property. Whenever grantee shall cause, or any person on its
behalf shall cause, any injuries or damage to any public property or street, by or because of the
installation, maintenance or operation of the cable television facilities, such injury or damage shall
be immediately remedied in such manner as directed by the __________ [title of director of public
works] of city unless ordinances of the city shall make other provisions for such injuries or damage.


       Section 5: Tree Trimming. The grantee shall have the authority to trim trees situated on
and overhanging the streets of the city so as to prevent the branches of such trees from coming in
contact with the wires, cables and other facilities of grantee, except that the city may require
through its __________ [title of director of public works] that such work be done by city or other
persons whom city shall designate at the expense of the grantee.

         Section 6: Location in Public Ways. Should grantee be required in the conduct of its
business to locate within the streets of city some property other than that which may be attached to
utility poles, then before grantee shall install or shall permit any other person to install any such
property in any street, the nature of such property shall be disclosed to the __________ [title of
director of public works] of city as to the need for such property and the location within the street,
and then the __________ [title of director of public works] of city shall approve the installation of
such property only under such conditions as __________ (he or she) shall prescribe for the public
welfare.

       Section 7: Permits. No installation of any cable television facility shall be performed or
conducted within any of the streets of city unless plans for such installation shall have been first
submitted to the __________ [title of director of public works] of city and the permit is issued for
such work.

                                ARTICLE SIXTEEN
                      REMOVAL AND ABANDONMENT OF PROPERTY

         If the use of any part of grantee's cable television system is discontinued for any reason for a
continuous period of __________ [specify, such as: 12] months, or if such system has been
installed in any street without complying with the requirements of grantee's franchise, or if this
franchise has terminated or is revoked, grantee shall promptly remove from the streets all its
facilities, upon being given __________ [specify, such as: 30] days prior notice. Grantee may be
permitted to abandon in place other property which the __________ [title of director of public
works] of the city specifically allows. In the event of such removal of facilities, grantee shall
promptly restore the street from which such facilities have been removed to a condition satisfactory
to the __________ [title of director of public works] of city. This paragraph of this article shall not
apply to any purchase of the system or any part of it by the city or to the condemnation of such
system or part of it by the city even though the franchise shall be terminated or revoked.

        Any property of grantee remaining in place __________ [specify, such as: 90] days after
the termination or revocation of this franchise shall be considered permanently abandoned unless
the __________ [title of director of public works] of city has extended such time not to exceed an
additional __________ [specify, such as: 30] days.
        Any property of grantee to be abandoned in place shall be abandoned in such manner as the
__________ [title of city engineer] of city shall prescribe. On permanent abandonment of the
property in place, the property shall become that of the city, and grantee shall submit to the
__________ [title of director of public works] of the city an instrument in writing transferring to
city the ownership of such property. Such instrument shall be approved by the __________ [title of
director of public works] prior to any acceptance of such property by city.

         If all or any part of the facilities of grantee's cable television system shall be the property of
any person other than grantee, such other person shall be subject to all of the provisions of this
article. Any notice required in this article, if given to grantee, shall be deemed notice to such other
person.

                                     ARTICLE SEVENTEEN
                                  OTHER BUSINESS ACTIVITIES

        Neither the grantee nor any officer or employee of grantee shall engage directly or indirectly
in the retail business of selling or repairing or installing television receivers, radio receivers or
accessories for such receivers within the city during the term of this franchise.

                                     ARTICLE EIGHTEEN
                                OPERATION AND MAINTENANCE

        Grantee shall render efficient service, make repairs promptly and interrupt service only for
good cause and for the shortest time possible. Interruptions for system maintenance in so far as
possible shall be proceeded by notice and shall occur during periods of minimum use of the system.


        In order to limit failures and malfunctions of the cable television system to a minimum and
that such failures and malfunctions might be promptly corrected at all times after notice, grantee
shall consistently maintain an office in the city which shall be open during normal business hours of
every day, Monday through Friday, inclusive. Such office shall have a listed telephone, and the
telephone shall be so operated that complaints or requests for repairs or adjustments because of
malfunctions can be received at any time of day, Sunday through Saturday, and holidays.

        Failures or malfunctions of the system shall be corrected by the grantee within __________
[specify, such as: 24] hours after notice of such failure or malfunction except or unless such failure
or malfunction shall be over a substantial portion of grantee's system and shall have been caused by
storm, fire, lightning, explosion, civil commotion or other similar catastrophe.

                                       ARTICLE NINETEEN
                                    PROGRAM PRESENTATION

        All programs of broadcasting stations carried by grantee shall be distributed or transmitted
to the subscriber in their entirety without delay from the time originally broadcast, and without
additional announcements, advertisements or other deletions, additions, or changes to the programs,
except nothing shall prohibit such changes or delays as may be required by law.

        All programs of all broadcasting stations carried by grantee shall be transmitted or
distributed by grantee without material degradation of picture quality or sound and without
significant variation between the quality of the picture or sound transmitted or distributed by
grantee to the subscribers between the programs of one broadcasting station and another, so far as
this function may be within the control of grantee.

        Whenever any broadcasting station carried by grantee shall transmit or broadcast any
television in color, it shall be the duty of grantee to distribute or transmit such program in color to
its subscribers.

                                      ARTICLE TWENTY
                                    COMPLIANCE WITH LAW

        At all times during the term of this franchise, Grantee shall be subject to all lawful exercises
of the police power of city and to such reasonable regulations as city shall prescribe for cable
television service within the city.

                                     ARTICLE TWENTY-ONE
                                     CONFLICT WITH LAWS

        Whenever any law of the State of __________ or the federal government or regulation of
any agency of either shall be in conflict with and supersede any provision of this franchise, then for
so long as such federal or state law or regulation shall be in force and effect such franchise
provisions shall stand suspended and be of no force and effect; and grantee shall not be required to
comply with such franchise provisions.

        Grantee shall notify city of the existence and effective date of any such federal or state law
or regulation as soon as it shall come to the knowledge of grantee.

        The parties state and agree that they would have entered into this franchise agreement
notwithstanding that any provision of this agreement shall be suspended or rendered of no force and
effect because of any such state or federal law or regulation.

                               ARTICLE TWENTY-TWO
                     PREFERENTIAL OR DISCRIMINATORY PRACTICES

         Grantee shall not make or grant any undue preference or advantage to any person, or subject
any person to any undue prejudice or disadvantage, as to rates, charges, service, service facilities,
rules, regulations or any other respect, except that connection charges may be waived or modified
during promotional campaigns of grantee.

                               ARTICLE TWENTY-THREE
                           REMOVAL ON SUBSCRIBER'S REQUEST
         On termination of service to any subscriber the grantee shall promptly remove all of its
facilities and equipment from the premises of such subscriber, either by its own decision or upon
request of the subscriber. In any event, the facilities of grantee shall be so constructed and designed
that by the use of ordinary household tools and without special skills or knowledge and without
unreasonable risk of harm, the subscriber may be capable at any time of disconnecting the system of
grantee from the subscriber's television set or receiver so that such set or receiver may be used
independently of such system of grantee.

                                   ARTICLE TWENTY-FOUR
                                SERVICE TO PUBLIC FACILITIES

         Grantee shall provide service to public schools and colleges, and public buildings of city
and the County of __________ upon request of any such institution or agency. The service for the
first primary service connection to each such building shall be without charge or cost to the
institution or agency for the connection or for monthly service fees.

        Additional service connections within the same building of any such institution or agency
shall be upon the same rates and charges as established for other similar subscribers.

                                     ARTICLE TWENTY-FIVE
                                       EMERGENCY USE

         In the event of an emergency or disaster, grantee shall, on request of city, make available its
facilities to city for emergency use during the period of such emergency or disaster, and shall
provide such personnel as necessary to operate the facilities properly.

                                     ARTICLE TWENTY-SIX
                                 FILING OF COMMUNICATIONS

         Copies of all petitions, applications and communications submitted by grantee to the
Federal Communications Commission, Securities and Exchange Commission or any other federal
or state regulatory commission or agency having jurisdiction in any matter affecting cable television
operations, so far as such regulatory authority might affect the service or operations of grantee in
the city, shall also be submitted simultaneously to the city by filing the same with the __________
[specify, such as: city clerk] of city.

                                   ARTICLE TWENTY-SEVEN
                                    BOOKS AND RECORDS

        The grantee shall file with the __________ [title of director of public works] of city true
and accurate maps or plats of all existing and proposed installations on the streets of city. In
addition, the grantee shall file annually with the __________ [city clerk] of city within __________
[specify, such as: 60] days after the end of grantee's fiscal year, a copy of its report to its
stockholders, if such report is prepared, and an income statement applicable to its operations during
the preceding __________ [12] months, a balance sheet, and a statement of its properties devoted
to cable television operations. Such statement of properties shall list all properties by categories,
give their location within or without the city limits, and state grantee's investment in such properties
on the basis of original cost less reasonable depreciation. These reports shall be prepared by a
certified public accountant. In addition, grantee shall submit such other reasonable information as
the city council shall request about properties and expenses of grantee in its cable television
operations within the city.

         Grantee shall continually keep on file with the __________ [city clerk] of city a current list
of its shareholders and bondholders, officers and employees, and their current addresses.

        In addition, all books and records of grantee concerning its operations within the city shall
be made available for inspection and audit by the __________ [title of administrative officer of
city] or __________ (his or her) designee within __________ [specify, such as: 30] days after any
request for such inspection or audit shall be made.

                                  ARTICLE TWENTY-EIGHT
                                SALE OR LEASE OF FRANCHISE

        This franchise shall be deemed a privilege to be held in personal trust by grantee. It may not
be sold, transferred, leased, assigned or disposed of, in whole or in part, either by forced or
voluntary sale, merger, consolidation, or otherwise, without the prior consent of the city council of
city, expressed by resolution, and then only under such conditions as may be prescribed.

        Grantee shall not have such property rights in this franchise that such property rights may be
effected, transferred or disposed of voluntarily or involuntarily without the consent of the city
council of city.

        Any transfer or assignment or other distribution of any of the rights under this franchise
shall be made only by an instrument in writing, an executed copy of which shall be filed in the
office of the __________ [city clerk] of city at least __________ [specify, such as: 30] days after
such transfer or assignment shall have been executed or effected; and such transfer, assignment or
other distribution shall reflect the consent of the city council to such transaction.

        Grantee shall have the right, at any time, to mortgage the whole of its system or any part of
it, provided that any such mortgage shall contain the express condition that the rights of the
mortgage holder shall be secondary to the rights of city under the terms of this franchise, including
the rights of city to purchase all or a part of the system of grantee. Any division of the system by
foreclosure or otherwise under any such mortgage shall not affect the rights of city to purchase the
system as a whole.

                                   ARTICLE TWENTY-NINE
                                GRANTEE WITHOUT RECOURSE

         Grantee shall have no recourse whatsoever against the city for any loss, cost or expense or
damage which arises out of any of the provisions or requirements of this franchise, or which is due
to the enforcement of this agreement by city, nor for the failure of city to have the authority to grant
all or any part of this franchise.
        Grantee expressly acknowledges that it accepts this franchise relying on its own
investigation and understanding of the power and authority of the city to grant this franchise.

        By acceptance of this franchise grantee acknowledges that it has not been induced to enter
into this franchise by any other understanding, promise or other statement, whether verbal or
written, by or on behalf of city or by any other third person, concerning any term or condition of this
franchise not expressed in this agreement.

        Grantee further acknowledges by the acceptance of this franchise that it has carefully read
the terms and conditions of this agreement, and that it is willing to and does accept all of the risks
of the meaning of such terms and conditions. Grantee agrees that in the event of any ambiguity in
this agreement, or in the event of any dispute over the meaning of the terms and conditions in
granting this franchise, this agreement shall be construed strictly against grantee and in favor of
city.

                                       ARTICLE THIRTY
                                RIGHTS RESERVED TO GRANTOR

        Without limitation on the rights which city might otherwise have, city expressly reserves the
right, powers, and authority to exercise its governmental powers now or in the future to the full
extent that such powers may be vested in or granted to city, including and not limited to the right to
determine through its city council any question of fact relating to the meaning, terms, obligations or
other factors of this franchise, and to grant additional franchises within the city to other persons for
the conduct of cable television under any conditions whatsoever acceptable to city, notwithstanding
that such additional franchises might be alleged to be more favorable than the rights granted in this
agreement, subject to Article Two.

                                      ARTICLE THIRTY-ONE
                                      OPTION TO PURCHASE

        At the expiration of this franchise, whether by termination or revocation, city shall have and
is granted the option to purchase the entire cable television system of the grantee, including such
portions of the system as may exist beyond the limits of the city and which the city may find
necessary or desirable to the proper function and operation of the system within the city.

         In order to avail itself of this option to purchase, city shall give written notice to grantee of
its desire to exercise its option. Such notice shall be valid if given __________ [specify, such as:
on or before the day this franchise is to expire]. On the exercise of this option by city, grantee shall
immediately transfer to city its possession and title to all facilities and property, real and personal,
of the cable television system, including such portions as are located beyond the city, which city
shall identify in its exercise of the option. Such facilities and property shall be free from all liens
and encumbrances not agreed on to be assumed by the city in lieu of some portion of the purchase
price as set forth below in this agreement.

        Grantee shall execute such warranty deeds or other instruments of conveyance as shall be
necessary for the transfer of the system to the city. Grantee shall make it a condition of any contract
entered into for its operations under this franchise that such contract shall be subject to the exercise
of this option by the city, and the city shall have the right to succeed to all privileges and obligations
of such contract on the exercise of the option.

        The purchase price for the system of grantee shall be based on reasonable market value of
the physical system in place. It shall not include, and grantee shall not receive, any sum whatsoever
for the valuation of any right or privilege appertaining to grantee because of this franchise.

        Failure of city and grantee to agree on the price to be paid for the system shall not delay the
performance required by grantee to transfer the system to the city immediately following the
exercise of city's option to purchase. In the event that the price shall not be agreed upon within
__________ [specify, such as: 60] days after the option shall have been exercised, then grantee
shall be entitled to the statutory rate of interest then being paid on judgments within the State of
__________ from the time that city shall have exercised its option and until the payment is finally
made for the system.

                                     ARTICLE THIRTY-TWO
                                INITIAL SYSTEM INSTALLATION

       __________ [Where the franchise contains a policy of construction requiring less than
complete wiring of the franchise area, such policy must be adopted only after a full public
proceeding which includes specific notice of the consideration of such a policy].

        Within __________ [specify, such as: 90] days after the date the grantee shall accept the
terms of this franchise, the grantee shall start construction and installation of the cable television
system.

       The city council may, on a showing that grantee by using all reasonable diligence will not
be able to start construction in such period of __________ [90] days, grant such extension of the
time for initial commencement of construction as to the city council may deem absolutely
necessary.

        Within __________ [specify, such as: 180] days after the commencement of the
construction of the cable television system, grantee shall be able and willing to render service to at
least __________ [specify, such as: 4,000] subscribers, and shall within __________ [specify,
such as: 12] months from such latter date be able and willing to render service to at least
__________ [specify, such as: 10,000] subscribers within the city. This period of __________
[180] days and the period of __________ [12] months may be extended by the city council if the
city council is satisfied that grantee has diligently attempted to meet the requirements of this
franchise but has been unable to do so for reasons beyond the control of the grantee.

        Grantee's ability and willingness to serve subscribers shall be measured by the number of
potential subscribers located within __________ [specify, such as: 1,000] feet of grantee's then
existing system as defined in Article Thirty-Five of this franchise.
                                 ARTICLE THIRTY-THREE
                             EXTENSION TO NEW SUBSCRIBERS

       __________ [Where the franchise contains a policy of construction requiring less than
complete wiring of the franchise area, such policy must be adopted only after a full public
proceeding which includes specific notice of the consideration of such a policy].

        Grantee shall, whenever it shall receive request for service from at least __________
[specify, such as: four] subscribers within __________ [1,000] feet from its existing system,
extend such system to such subscribers at no cost to the subscriber for system extension other than
usual connect fees for all subscribers. The __________ [1,000] feet shall be measured in extension
length of grantee's cable required for service located within the public way or easements, and shall
not include length of the necessary service drop to the subscriber's home or premises. In addition,
the city council may on complaint from any potential subscriber residing in the city, order the
extension of the system to such subscriber after opportunity for hearing and notice to grantee. In
such cases the city council in its discretion may order such extension to any such subscriber only on
a reasonable contribution from the subscriber to the cost of such extension.

                                ARTICLE THIRTY-FOUR
                           GRANTEE'S RATES AND REGULATIONS

        The rates and charges of grantee for its services to any subscriber shall be fair and
reasonable and no higher than necessary to meet all costs of service, assuming efficient and
economical management, including a fair return on the fair market value of the properties devoted
to such service, and such rates and charges shall not be unreasonably discriminatory.

        The city council shall have the power, authority and right to cause grantee's rates and
charges to conform to the provision of this article, and for that purpose the city council may deny
increases or order reductions in rates and charges when it determines, after notice and opportunity
for hearing, that such action is necessary to reasonably bring about conformity with the first
paragraph of this article.

                                   ARTICLE THIRTY-FIVE
                                INITIAL RATE AND CHARGES

        The following rates and charges are authorized to be imposed and collected by grantee, and
shall be deemed fair and reasonable charges not subject to change by the city nor the grantee for at
least a period of __________ [specify, such as: one year] from the date that the grantee shall first
commence service to its initial subscriber. Thereafter, no change or modification of the rates and
charges as set forth in this agreement shall be made or allowed except with the prior approval of the
city council. Should the city council expressly decline to approve any submitted modification of
rates or charges within a period of __________ [specify, such as: 30] days after the submission of
such rates or charges, grantee shall be entitled to a public hearing before the city council on the
question of such modification or change within a reasonable time after grantee receives notification
of such refusal.
        The following rates and charges are initially approved as follows: __________ [insert
tables of rate schedules for residential and commercial subscribers].

        No increases in rates charged to subscribers shall be made except as authorized by the city
council after an appropriate public proceeding affording due process.

                                  ARTICLE THIRTY-SIX
                            GRANTEE'S RULES AND REGULATIONS

        Grantee, shall submit to the city council of city for its approval proposed rules and
regulations for the extension of service to subscribers within__________ [specify, such as: 30]
days after the date it commences construction. Such rules and regulations shall be reasonable and
without discriminatory effect between subscribers. Such rules and regulations shall be designed to
secure prompt, efficient and desirable service to all subscribers, and shall not conflict with the
requirements of this franchise.

        Such rules and regulations must provide for a reasonable and prompt method of refund to
subscribers whenever grantee shall receive any refund on any payment made by grantee for
television or radio signals. Such refund shall be in the amount of one hundred percent (100%) of
the amount received by grantee except for a reasonable allowance for grantee's cost of securing and
distributing such refund.

         If the city council shall not object to rules and regulations proposed by grantee within
__________ [specify, such as: 30] days after such rules and regulations shall have been filed, the
rules and regulations shall be deemed approved, but grantee shall not subsequently modify or
change such rules and regulations without first submitting any proposed changes or modifications
to the city council for its approval.

        If the city council rejects the rules and regulations within a period of __________ [specify,
such as: 30] days, or any subsequent modifications or changes within the same period of time,
grantee shall be entitled to a hearing before the city council on the proposed rules and regulations or
any changes or modifications within a reasonable time after it receives notification of the rejection.

                                     ARTICLE THIRTY-SEVEN
                                            NOTICE

         Whenever under the terms of this franchise either party shall be required or permitted to
give notice to the other, such notice shall be in writing. If the notice is to be served on city, it shall
be delivered either by first class United States mail or by handing such notice to the __________
[specify, such as: city clerk] at __________ [address], City of __________, County of
__________, State of __________. If notice is to be served on grantee, it shall be delivered either
by first class United States mail or by handing such notice to __________ [specify name and title of
corporate officer) at __________ [address], City of __________, County of __________, State of
__________, or to such officer or agent at such address as grantee shall from time to time direct.

                                     ARTICLE THIRTY-EIGHT
                                    GENERAL PROVISIONS

       Section 1: Failure of City to Enforce Franchise. Grantee shall not be excused from
complying with any of the terms or conditions of this franchise if city fails on any one or more
occasions to insist on or to seek compliance with any such terms or conditions.

         Section 2: Time of the Essence. Whenever this franchise shall set forth any time for any
action to be performed by or on behalf of grantee, such time shall be deemed of the essence, and
any failure of grantee to perform within the time allotted shall always be sufficient grounds for the
city to revoke this franchise.

        Section 3: Contest of Validity. Grantee agrees by the acceptance of this franchise that it
will not, at any time in any claim or proceeding against the city, challenge any condition or term of
this franchise as unreasonable, arbitrary or void. Grantee further agrees by acceptance of this
franchise that it will not claim, in any claim or proceeding against the city, that the city had no
power or authority to make such term or condition; rather, grantee shall be required to accept the
validity of the terms and conditions of this franchise in their entirety.

       IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first set forth above.

[FIRST PARTY:]

                               IF BUSINESS ENTITY:

                               [ ame of Company                                                     ]



                               By: ___________________________________

                               Name: _________________________________

                               Title: __________________________________


                               IF INDIVIDUAL:


                               Sign: __________________________________

                               Print Name: _____________________________


[SECOND PARTY:]
IF BUSINESS ENTITY:

[ ame of Company                            ]



By: ___________________________________

Name: _________________________________

Title: __________________________________


IF INDIVIDUAL:


Sign: __________________________________

Print Name: _____________________________
                                   [ otary Seals, if needed]

[IF BUSI ESS E TITY]

STATE OF _____________ )

______________ COUNTY )

               I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ______________________ [ ame], whose name as ________________ [Title] of
_____________________ [ ame of Company], a _____________ [Entity Type] formed and
existing under the laws of the State of ___________ [State in which entity was formed], is signed
to the foregoing Agreement, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said Agreement, ______ [he, she or it], as such officer or
director and with full authority, executed the same voluntarily for and as the act of said
corporation on the day the same bears date.

              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________
[IF I DIVIDUAL]

STATE OF _____________ )

______________ COUNTY )

                I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ____________________________ is signed to the foregoing Agreement, and who is
known to me, acknowledged before me on this day that, being informed of the contents of said
Agreement, ____ [he or she] executed the same voluntarily on the day the same bears date.


              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________

								
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