This chapter shall be known and cited as the "Charter Township of West Bloomfield Cable Communications Ordinance."

(Ord. No. 117, § 1.1, 2-21-84)

The township, hereinafter referred to as the grantor, finds that the development of cable television and communications systems has the potential of having great benefit and impact upon its citizens. Because of the complex and rapidly changing technology associated with cable television, the grantor further finds that the public convenience, safety and general welfare can best be served by establishing regulatory powers which should be vested in the grantor or such persons as the grantor shall designate. It is the purpose of this chapter and subsequent amendments to provide for and specify the means to attain the best possible public interest and public purpose in these matters and any franchise issued pursuant to this chapter shall be deemed to include this finding as an integral part thereof.

(Ord. No. 117, § 1.2, 2-21-84)

No person shall occupy or use the streets, sidewalks or other public right-of-way of the grantor for the purpose of operating a cable communications system or operate such a system within the jurisdiction of the grantor without a franchise.

(Ord. No. 117, § 1.3, 2-21-84)

For the purpose of this chapter the following terms, phrases, words and their derivations shall have the meaning respectively given in his section. Words not defined shall be given their common and ordinary meanings.

Access channel means any program or signal channel available for nonprofit use by government agencies, educational institutions, community groups and individual members of the public under terms established by the franchise agreement.

Access channel management commission or board means any entity designated by the grantor to manage channels, facilities and resources provided by the grantee for public use.

Additional service means any service not included in basic television service, or basic radio service or institutional service, including but not limited to pay cable.

Applicant means any person, company or entity submitting an application or proposal to become a cable communications system franchise grantee.

Basic radio service means the provision to all subscribers of such audio services as the retransmission of broadcast radio signals, the retransmission of shortwave, news, time and other similar audio broadcast channels, and the transmission of cablecast audio signals.

Basic television service means at least all of the following:

(1)

The retransmission to all subscribers of all broadcast television channel signals authorized by the Federal Communications Commission and provided for in the franchise agreement;

(2)

The provision to all subscribers of nonbroadcast open channel signals, originating from sources outside the cable communications system;

(3)

The cablecasting to all subscribers of programming on the local origination channel, and all public, educational, government and community access channels;

(4)

The transmission to all subscribers of all other cablecast open-channel signals.

Broadcast signal means a television or radio signal that is transmitted over the air to a wide geographic audience and is received by a cable communications system off the air or by microwave or satellite link, and retransmitted to cable system subscribers.

Cable communications system or system, also referred to as cable television system, cable system or CATV system, means a system of antennas, cables, amplifiers, towers, microwave links, cablecasting studios, and any other conductors, converters, equipment or facilities designed and constructed for the primary purpose of distributing video programming to home subscribers, and the secondary purpose of producing, receiving, amplifying, storing, processing or distributing audio, video, digital or other forms of electronic or electrical signals.

Cablecast means to distribute programs originating locally to subscribers to the cable system.

Cablecast facility means a facility used to originate cable programming and distribute programming to subscribers.

Cablecast signal means a nonbroadcast signal that originates within the facilities of the cable communications system.

Channel means a six (6) Megahertz (MHz) frequency band, which is capable of carrying either one (1) standard video signal, a number of audio, digital or other nonvideo signals, or some combination of such signals.

Closed circuit or institutional service means such video, audio, data and other services provided to institutional users on an individual application, private channel basis. These may include, but not be limited to, two-way video, audio or digital signals among institutions, or from institutions to residential subscribers.

Community access group means any nonprofit group or organization designated as eligible to utilize access channels and facilities.

Connection charge or installation charge means any nonrecurring charge for connecting a subscriber to the cable television system, or to a particular service.

Educational channel or educational access channel means any channel where educational institutions are the primary designated programmers.

Fair market value means the cash price that a willing buyer would pay and a willing seller would accept for the purchase and sale respectively of the grantee's system as a going concern on the basis and assumption that such system has a right to operate without the attribution of monetary value to the franchise.

FCC means the Federal Communications Commission and any legally appointed or elected successor.

Franchise means the rights granted pursuant to this chapter to construct, own, operate and maintain a cable communications system within the jurisdiction of the grantor. Any such authorizations, in whatever form granted, shall not mean and include any license or permit required for the privilege of transacting and carrying on a business within the jurisdiction of the grantor as required by other ordinances and laws of the grantor.

Franchise agreement means a written agreement between the grantor and the grantee, including the specifications, franchise applications and other related material establishing the grantee's rights and responsibilities relating to construction, operation and maintenance of a cable communications system.

Franchise fee means the charges imposed as consideration for the granting of a franchise and the continuing use of the public streets and rights-of-way.

Government channel or government access channel means any channel where local government agencies are the primary designated programmers.

Grantee means any person, corporation or other business entity receiving a franchise pursuant to this chapter and its lawful successor, transferee or assignee.

Grantor means the Charter Township of West Bloomfield, its successors, or its delegate acting within the scope of its jurisdiction.

Gross revenues means the annual gross revenues received by the grantee from all sources of operations of the cable communications system within the franchise area, except that any sales, excise or other taxes collected for direct pass-through to local, state or federal government shall not be included.

Initial service area means the area within the jurisdiction of the grantor which will receive service initially, as set forth in the franchise agreement.

Institutional network or institutional loop means a closed-circuit portion of the cable system designed to provide communication service between institutions such as schools, banks, etc.

Leased channel or leased access channel means any channel or portion of a channel available for lease and programming by persons or entities other than the grantee.

Local origination channel means any channel where the grantee is the primary designated programmer, and provides local programs to subscribers.

Nonbroadcast signal means a signal that is transmitted by a cable communications system and that is not involved in an over-the-air broadcast transmission path.

Open channel means any channel that can be received by all subscribers, without the necessity for special equipment.

Pay cable or pay television means the delivery to subscribers, over the cable communications system, of television signals for a fee or charge to subscribers over and above the charge for basic service, on a per-program, per-channel or other subscription basis.

Person means an individual, partnership, association, organization, corporation or any lawful successor, transferee or assignee of such individual, partnership, association, organization or corporation.

Private channel or closed-circuit channel means any channel which is available only to subscribers who are provided with special converter or terminal equipment to receive signals on that channel.

Programmer means any person or entity who or which produces or otherwise provides program material or information for transmission by video, audio, digital or other signals, either live or from recorded tapes or other storage media, to subscribers, by means of the cable communications system.

Public access channel, community access channel or community channel means any channel where any member of the general public or any noncommercial organization may be a programmer, without charge, on a nondiscriminatory basis.

Request for proposal or RFP means the solicitation to submit franchise applications issued by the grantor, and containing all of the relevant application and franchise requirements.

Resident means any person residing in the jurisdiction of the grantor as otherwise defined by applicable law.

Section means any section, subsection or provision of this chapter.

Security fund means cash or an irrevocable straight letter of credit issued by a financial institution licensed to do business in the state and approved by the grantor.

Service area means the entire geographic area within the franchise territory.

Street shall include each of the following which have been dedicated to the public or hereafter dedicated to the public and maintained under public authority or by others and located within the jurisdiction of the grantor: streets, roadways, highways, avenues, lanes, alleys, sidewalks, easements, rights-of-way and similar public ways and extensions and additions thereto, together with such other public property and areas that the grantor shall permit to be included within the definition of street from time to time.

Subscriber means any person, firm or corporation, or other entity who or which elects to subscribe to, for any purpose, a service provided by the grantee by means of or in connection with the cable communications system.

Tapping means observing a communications signal exchange, where the observer is neither of the communicating parties, whether the exchange is observed by visual or electronic means, for any purpose whatsoever.

(Ord. No. 117, § 1.4, 2-21-84)

Cross reference— Definitions and rules of construction generally, § 1-2.

The grantor may award a franchise to an applicant only after a public hearing on the application and proposal, notice of which hearing shall be published in a local newspaper of general circulation at least twenty (20) days prior to the date of the hearing. The grantor may reject all applicants.

(Ord. No. 117, § 2.1, 2-21-84)

(a)

All franchise proposals shall be submitted in writing and shall be accompanied by a nonrefundable fee of seven thousand five hundred dollars ($7,500.00). All proposals shall contain the information called for by the RFP in the manner prescribed by the RFP. Such information shall include, without limitation, the following:

(1)

Information regarding the identity of the applicant;

(2)

Biographical data of the applicant's principal owners and proposed management, including the experience of such persons in the cable communications field;

(3)

Audited financial statements for the applicant's last fiscal year together with the applicant's most current interim financial statement;

(4)

A financial plan for the proposed system and a projection, covering the term of the franchise, of revenue and expense in sufficient detail to permit a determination to be made of the financial viability of the applicant's proposal;

(5)

A detailed description of the system and facilities proposed for the grantor, including the matters to which a response is specifically required by article IV of this chapter, and including a schedule of projected rates for all charges and fees to subscribers;

(6)

A detailed timetable for the construction and commencement of operation of the system, including the matters to which a response is specifically required by article IV of this chapter.

(b)

The grantor may, by resolution, select that application deemed to be in the best public interest, and may authorize the award of a franchise based upon that application and any subsequent negotiations between the grantor and the applicant.

(c)

The grantor shall be entitled to verify any information furnished by the applicant in response to the RFP or in response to other requests for information regarding the applicant and the applicant's affairs. The grantor may exercise such right by requiring reports from the applicant, or from third parties having knowledge of the applicant, or by conducting such other kinds of investigation as the grantor may deem proper. In such cases the applicant shall furnish the grantor with such written authorization regarding the release of information as may be necessary to carry out the intent and purpose of the foregoing provisions. All of the foregoing provisions shall also be applicable to a grantee as well as an applicant, it being deemed to be in the public interest that the grantor remain knowledgeable regarding the grantee and the operation of the system throughout the term of the franchise.

(d)

No applicant, nor any person on behalf of any applicant, shall, in responding to an RFP or in responding to any other request for information by the grantor or by any officer or agency thereof, make any untrue statement of a material fact or omit to state or material fact necessary in order to make the statement made, in light of the circumstances under which they are made, not misleading. A violation of this provision shall constitute a fraud upon the grantor.

(Ord. No. 117, § 2.2, 2-21-84)

The award of a franchise to an applicant shall be based upon the information contained in the applicant's proposal and such other relevant information as may be obtained by the grantor regarding such applicants and the proposals. Such award shall be based upon the criteria set forth below together with such other factors as the grantor may deem relevant:

(1)

The experience of the applicant in the cable communications field and the credentials of its owners and managers;

(2)

The applicant's financial resources, including both present financial condition and the availability of committed funding to finance the applicant's proposed system; and the specificity and credibility of the applicant's projections of the revenue and expenses attributable to the construction and operation of the system;

(3)

The applicant's system design including channel capacity and ability to provide a broad range of services in conformity with the highest quality standards of the cable industry;

(4)

The range of services proposed initially, and the applicant's commitment to expand the services offered during the term of the franchise;

(5)

The applicant's schedule of rates and the length of time the applicant is committed to maintain such rates;

(6)

The applicant's response to specific local concerns or needs, whether formulated by the grantor and made known to applicants or whether ascertained by the applicant.

(Ord. No. 117, § 2.3, 2-21-84)

The franchise agreement shall be in such form and contain such terms and provisions as shall be approved by the grantor. The agreement may be adopted, and amended, by resolution of the grantor or by any other mode of adoption or amendment authorized or required by law.

(Ord. No. 117, § 3.1, 2-21-84)

A grantee shall be awarded a franchise, pursuant to the provisions of section 9-21, either by resolution of the grantor or by any other means authorized or required by law. The grantee shall be promptly notified of the award by the grantor by written notice thereof, sent by registered or certified mail, which notice shall be accompanied by one (1) or more copies of the franchise agreement.

(Ord. No. 117, § 3.2, 2-21-84)

The franchise agreement and the franchise granted pursuant to that agreement shall take effect and be in force from and at the date set forth in the franchise agreement.

(Ord. No. 117, § 3.3, 2-21-84)

(a)

The franchise agreement shall provide for a nonexclusive franchise for a term of not more than fifteen (15) years, which term shall commence as of the effective date of the franchise agreement.

(b)

The franchise agreement shall provide that, throughout the term of the franchise, the grantee shall pay the grantor an annual franchise fee which shall not be less than five (5) percent of the grantee's annual gross revenues and shall be paid as provided for in the agreement. The grantee shall take any action with respect to any federal or state agency which may be necessary or appropriate to make the payment and receipt of such fees lawful. Acceptance of any payment by the grantor shall not be construed as a release of or as an accord and satisfaction regarding any claim the grantor may have for further and additional sums payable as a franchise fee or for the performance of any other obligation of the grantee under this chapter or the franchise agreement.

(c)

The franchise agreement shall, in substance, contain the following express undertakings by the grantee:

(1)

That the grantee agrees to and accepts all provisions of this chapter and waives any claim that any provision of this chapter is unreasonable, arbitrary, invalid and void;

(2)

That the grantee, in connection with the police powers of the grantor, recognizes the right of the grantor to make reasonable amendments to this chapter during the term of the franchise upon sixty (60) days' prior written notice to the grantee, or without notice with respect to emergency amendments.

(Ord. No. 117, § 3.4, 2-21-84)

The franchise agreement shall contain such further conditions or provisions as may be negotiated between the grantor and the grantee.

(Ord. No. 117, § 3.5, 2-21-84)

(a)

Any franchise granted under this chapter shall be subject to all applicable provisions of other ordinances of the grantor, and any amendments thereto, whether made prior to or after the inception of the franchise.

(b)

Any franchise granted under this chapter shall be subject to the following additional rights of the grantor:

(1)

To require proper and adequate extension of plant and service and maintenance thereof at the highest practicable standard of efficiency, and specifically to require extension of subscriber service to all residents in the jurisdiction of the grantor within the period specified in the franchise agreement;

(2)

To establish reasonable standards of service and quality of products, and to prevent unjust discrimination in service or rates;

(3)

To require continuous and uninterrupted service to the public in accordance with the terms of the franchise agreement through the entire period thereof;

(4)

To impose such other regulations as may be determined by the grantor to be conducive to the safety, welfare and accommodation of the public;

(5)

Through its appropriately designated representatives, to inspect and/or test all construction or installation work performed subject to the provisions of the franchise agreement and this chapter, and make such inspections as it shall find necessary to ensure compliance with the terms of the franchise agreement, this chapter, and other pertinent provisions of law;

(6)

At the expiration of the term for which a franchise is granted or upon termination and cancellation as provided therein, to require the grantee to remove at the grantee's sole expense any and all portions of the system from the public ways within the jurisdiction of the grantor;

(7)

To require the grantee to safeguard and keep private all individual home subscriber information.

(Ord. No. 117, § 3.6, 2-21-84)

Any material breach by the grantee of the franchise agreement, in addition to constituting a breach of contract, shall constitute a violation of this chapter. The costs of any litigation, including attorney fees, incurred by the grantor to enforce this chapter or franchise granted pursuant hereto shall be reimbursed to the grantor by the grantee, in respect of such litigation or part thereof in which the grantor is the prevailing party.

(Ord. No. 117, § 3.7, 2-21-84)

The franchise granted under this chapter shall be subject to regulation by the grantor in accordance with the provisions of this chapter and applicable law.

(Ord. No. 117, § 3.8, 2-21-84)

The grantor may exercise rate regulation to the extent consistent with state and federal law. The grantor's failure to exercise such regulation at any time during the term of the franchise shall not prevent the future exercise of such rate regulatory authority.

(Ord. No. 117, § 3.9, 2-21-84)

(a)

There shall be no charge for disconnection of any cable communications system installation or outlet. If any subscriber fails to pay a properly due monthly subscriber fee or any other proper fee or charge when due, the grantee may discontinue service to such subscriber; provided, however, the grantee may not remove any of its equipment until after the later of (i) thirty (30) days after the due date of the delinquent fee or charge; or (ii) ten (10) days after delivery to subscriber of written notice of the intent to disconnect. If a subscriber pays before expiration of the later of (i) or (ii), the grantee shall not disconnect. After disconnection, upon payment in full of the delinquent fee or charge and the payment of a reconnection charge, the grantee shall promptly reinstate the subscriber's cable service.

(b)

Refunds to subscribers shall be made or determined in the following manner:

(1)

If the grantee fails, upon request by a subscriber, to provide any service then being offered, the grantee shall promptly refund all deposits or advance charges paid for the service in question by the subscriber. This provision does not alter the grantee's responsibility to subscribers under any separate contractual agreement or relieve the grantee of any other liability.

(2)

If any subscriber terminates any monthly service because of failure of the grantee to render the service in accordance with the franchise, the grantee shall refund to such subscriber the proportionate share of the charges paid by the subscriber for the services not received. This provision does not relieve the grantee of liability established in other provisions of the franchise agreement.

(c)

If any subscriber terminates any monthly service prior to the end of a prepaid period, a proportionate portion of any prepaid subscriber service fee, using the number of days as a basis, shall be refunded to the subscriber by the grantee.

(Ord. No. 117, § 3.10, 2-21-84)

(a)

Limitations on rates. The charges made for services of the grantee shall be fair and reasonable and no higher than necessary to meet all costs of the service (assuming efficient and economical management), and to provide a fair return to the grantee. The grantee shall receive no consideration whatsoever from its subscribers for or in connection with its service to its subscribers other than in accordance with this section, without filing notice of the terms of providing such service(s) with the grantor within thirty (30) days prior to providing such service.

(b)

Rate schedule. The grantee's proposal shall include a detailed schedule of all rates and charges applicable to the system as required by the RFP. There shall be no charge for disconnection of any installation or connection and no charge for maintenance or repair service unless such service is required as a result of damage caused by the subscriber. Notwithstanding the provisions of subsection (c), the rates and charges set forth in the grantee's proposal shall not be exceeded for the initial period specified in the franchise agreement.

(c)

Procedure for rate change.

(1)

The grantee may not increase any rate or charge for any of its services to its subscribers without first filing notice of such proposed increased rate or charge with the grantor's clerk at least thirty (30) days before such proposed increase in rates and charges is proposed to become effective, accompanied by a notice and proof of publication thereof for at least one (1) insertion in a newspaper of general circulation in the jurisdiction of the grantor. Such notice shall state the increase or increases proposed. Further, notice of such a rate increase shall be mailed by the grantee to each then-existing subscriber that will be affected by the proposed increase at least thirty (30) days before the effective date of same. Costs of the publication and subscriber notice provided for herein shall be borne by the grantee. The grantee shall provide proof of such mailing by submitting an affidavit to the clerk that such mailing was timely made.

(2)

Notwithstanding the provisions of subsection (c)(1), the grantee and the grantor recognize that Tier I, Economy Service, as described in the franchise agreement, may provide information vital to the community by means of several channels providing governmental, educational and public access programming and therefor only Tier I service monthly and installation rates shall be reviewed and approved by the grantor in its sole discretion.

If after review and evaluation the grantor finds that an increase in rates for Tier I service is necessary, the grantee shall file an application for a public hearing of which the grantee's affected subscribers in the jurisdiction of the grantor shall receive reasonable advance notice. Such public hearing shall be held within forty-five (45) days of the date the grantee files the application on the reasonableness of the rate for Tier I service, and within forty-five (45) days after the public hearing, the grantor shall approve or disapprove the request. If after the public hearing the grantor finds the proposed increased rates for Tier I service to be unjust or unreasonable, it may fix such rates and charges as may be just, reasonable and lawful and shall file its conclusions and findings of fact supporting the decision. All necessary notices shall be given pursuant to section 9-224.

(3)

Notwithstanding that all rates and charges for the grantee's services are exempt from regulation or control by the grantor subject to the provisions of subsections (c)(1) and (c)(2), the grantor may, at any time, implement rate regulation pursuant to the following procedures:

a.

The grantor may, by affirmative action by the grantor, require the grantee to appear before it to show cause pursuant to criteria hereinafter set out as to why the grantee's rates and charges should not thereafter be regulated.

b.

If the grantor should so act, the clerk shall be required to give notice of the hearing to the grantee not less than thirty (30) days prior to the scheduled date for the hearing.

c.

If the grantor shall determine that such a show-cause hearing should take place, then the hearing shall be conducted in the following manner:

1.

Conduct a full and complete public hearing, subsequent to notice as required by section 9-224, regarding continued applicability of deregulation of the grantee's rates and charges.

2.

At the show-cause hearing provided for in this subsection, it shall be the grantor's responsibility to determine whether or not the grantee has abused its authority to establish rates for its service without regulation by determining that such rates, then in effect, are unreasonable or unlawful or in violation of the law and that the grantee has abused its rights to establish rates without regulation. In making such determination, the grantor shall consider and give due weight to all lawful elements properly to be considered, including but not limited to the grantee's expenses, a reasonable return on capital investment, amount of capital invested, depreciation, obsolescence, taxes, risks of the business and the market value of service to the customer. A copy of such decision will be served upon the grantee.

d.

If after the hearing the grantor finds the then-existing rates to be unjust, unreasonable or in violation of the law, a copy of such decision along with its conclusions and findings supporting its decision will be served upon the grantee.

e.

The cost of publication of notice of the public hearing shall be borne by the grantee.

f.

If in accordance with the provisions of this subsection rate regulation shall be implemented as to rates for any services described in the franchise agreement, then the procedures set forth in subsection (c)(2) in relation to Tier I service shall be applicable as to all such rates.

(Ord. No. 117, § 3.11, 2-21-84)

(a)

Any franchise may be renewed for a period of not less than five (5) years to a maximum of fifteen (15) years subject to the same terms and conditions as contained in the then-existing franchise agreement or on such different or additional terms and conditions as may be lawfully specified by the grantor, but the grantee shall have no enforceable rights, legal or equitable, vested or contingent, to renewal.

(b)

No later than two (2) years prior to the expiration date of the franchise, the grantee may submit an application for renewal to the grantor by registered or certified mail. The grantor shall review and evaluate the provisions of the then-existing franchise agreement and in making this evaluation, the grantor shall consider several factors including, but not limited to, the following:

(1)

Technical development and performance of the grantee's cable system;

(2)

Programming (i.e., access channels and local origination);

(3)

Additional services offered by the grantee;

(4)

Cost of service;

(5)

All obligations of the grantee as prescribed by the then-existing franchise agreement including, but not limited to, programming, equipment and personnel available to users for all forms of community communications;

(6)

Comparison to cable industry performance nationwide; and

(7)

Comments from residents and representatives of community organizations submitted in a manner to be determined by the grantor.

(c)

After holding a public hearing pursuant to the notice requirement of section 9-224, the grantor shall take such actions as it deems appropriate, which may include any of the following:

(1)

If the grantor determines the grantee's performance to be satisfactory, a new franchise or extension of the existing franchise may be granted pursuant to the then-existing franchise agreement.

(2)

If the grantee is determined by the grantor to have performed unsatisfactorily, new applicants may be sought and evaluated and a franchise awarded in accordance with franchising procedures adopted in this chapter.

(3)

The grantor may direct the grantee to remove and dismantle its cable system.

(4)

Should the grantee decide not to request franchise renewal or decide to sell its franchise, the grantor shall have the option of first refusal to purchase the system at fair market value as a going concern.

(5)

Absent a timely request from the grantee to renew the then-existing franchise agreement, that agreement shall terminate at the end of its initial or any renewal term.

(6)

The grantor may take such other action as allowed by law which, in its sole discretion, it deems appropriate.

(Ord. No. 117, § 3.12, 2-21-84)

(a)

It shall be the right of all subscribers to receive all available services insofar as their financial and other obligations to the grantee are honored. If the grantee elects to overbuild, rebuild, modify or sell the system, or the grantor fails to renew the then-existing franchise agreement within a reasonable time, or the grantor elects to purchase the system, the grantee shall do everything in its power to ensure that all subscribers receive continuous, uninterrupted service regardless of the circumstances for the term of the franchise. In the event of purchase by the grantor, or a change of grantee, the concurrent grantee shall cooperate with the grantor in maintaining continuity of service to all subscribers for the term of the franchise. If interruption of service is required by the grantee for modification, repairs or the like, the interruption shall be as brief as possible and at times when the viewing audience is at a minimum. Records of such interruptions shall be kept.

(b)

During any takeover of operation of a system by the grantor, the grantee shall attempt to cause as little disruption of operations as is consistent with the maintenance of continuing service to subscribers. Notwithstanding the foregoing, the grantor shall, as it may deem necessary, make any changes in any aspect of operations desirable, in the grantor's sole judgment, for the preservation of quality of service and its continuity. The grantee shall further, during any such takeover, maintain to the best of its ability the system's records, physical plant, financial integrity and funds, and other details and activities normally involved in operations.

(c)

The grantor may, upon taking over operation of a system franchised hereunder, appoint a manager to act for it in the overall as well as detailed direction and conduct of the system's affairs. Such manager shall have the authority delegated to him by the grantor in its order of takeover and shall be responsible solely to the grantor for management of the system.

(Ord. No. 117, § 3.13, 2-21-84)

(a)

Transfer of franchise.

(1)

The rights granted to the grantee by this chapter and by any franchise agreement executed pursuant hereto may be exercised by any successor or successors, assignee or assignees of the grantee, but such successor or successors, assignee or assignees shall be subject to and bound by all of the provisions, terms, conditions and limitations prescribed in this chapter and by the franchise agreement executed pursuant hereto.

(2)

Any franchise granted under this chapter shall be a privilege to be held for the benefit of the public. Such franchise cannot in any event be sold, transferred, leased, assigned or disposed of, including but not limited to by forced or voluntary sale, merger, consolidation, receivership or other means, without the prior consent of the grantor and then only under such conditions as the grantor may establish, which consent shall not be unreasonably withheld; provided, however, that no such authorization shall be required for any such transfer to a parent, subsidiary or subsidiary of a parent of the grantee if such parent, subsidiary or subsidiary of a parent exists and is disclosed to the grantor prior to execution of any franchise agreement pursuant to this chapter. If any transfer of the franchise occurs without the prior consent of the grantor, the franchise may, at the grantor's sole option, be terminated immediately. No authorization of the grantor shall be required for any mortgage, pledge or other encumbrance of any franchise agreement pursuant to this chapter or the grantee's cable system as security for monies borrowed.

(b)

Transfer of ownership or control. The grantee shall promptly notify the grantor of any actual or proposed change in, transfer of or acquisition by any other party of control of the grantee. The word "control" as used in this subsection is not limited to major stockholders but includes actual working control in whatever manner exercised. A rebuttable presumption that a transfer of control has occurred shall arise upon the acquisition or accumulation by any person or group of persons of ten (10) percent of the voting shares of the grantee. Every change, transfer or acquisition of control of the grantee shall make the franchise subject to termination unless and until the grantor shall have consented thereto, which consent shall not be unreasonably withheld; provided however, that no such authorization shall be required for any mortgage, pledge or other encumbrance of the stock of the grantee as security for monies borrowed. For the purpose of determining whether it shall consent to such change, transfer or acquisition of control, the grantor may inquire into the qualification of the prospective controlling party, and the grantee shall assist the grantor in any such inquiry. In seeking the grantor's consent to any change in ownership or control, the grantee shall have the responsibility:

(1)

To show to the satisfaction of the grantor whether the proposed purchaser, transferee or assignee (the "proposed transferee"), which in the case of a corporation shall include all officers, directors, employees and all persons having a legal or equitable interest in five (5) percent or more of its voting stock, or any of the proposed transferee's principals:

a.

Has ever been convicted or held liable for acts involving moral turpitude (including, but not limited to, any tax or securities law), or is presently under an indictment, investigation or complaint charging such acts;

b.

Has ever had judgment in an action for fraud, deceit or misrepresentation entered against it, her, him or them by any court of competent jurisdiction; or

c.

Has pending any legal claim, lawsuit or administrative proceeding arising out of or involving a cable system.

(2)

To establish to the satisfaction of the grantor the financial solvency of the proposed transferee by submitting all current financial data for the proposed transferee which the grantee was required to submit in its franchise application, and such other data as the grantor may request. Financial statements shall be audited, certified and qualified by an independent certified public accountant.

(3)

To establish to the satisfaction of the grantor that the financial standing of the proposed transferee is such as shall enable it to maintain and operate the cable system for the remaining term of the franchise.

(c)

Operation by financial institution. Any financial institution having a pledge of the franchise or its assets for the advancement of money for the construction and/or operation of the franchise shall have the right to notify the grantor that it or its designee satisfactory to the grantor will take control and operate the cable television system. Further, such financial institution shall also submit a plan for such operation that will ensure continued service and compliance with all franchise obligations during the term the financial institution exercises control over the system. The financial institution shall not exercise control over the system for a period exceeding one (1) year unless extended by the grantor in its discretion and during that period of time it shall have the right to petition the grantor to transfer the franchise to another grantee. If the grantor finds that the legal, financial, character, technical and other public interest qualities of the applicant are satisfactory, the grantor may transfer and assign the rights and obligations of such franchise as in the public interest. The consent of the grantor to such transfer shall not be unreasonably withheld.

(d)

Transfer subordinate to franchise terms. The consent or approval of the grantor to any transfer of the grantee shall not constitute a waiver or release of the rights of the grantor in and to the streets, and any transfer shall by its terms, be expressly subordinate to the terms and conditions of the franchise.

(e)

Construction to be completed prior to transfer. In the absence of extraordinary circumstances, the grantor shall not approve any transfer or assignment of the franchise prior to substantial completion of construction of the proposed system.

(f)

Successor to become signatory to then existing agreement. In no event shall a transfer of ownership or control be approved without the successor in interest becoming a signatory to the then-existing franchise agreement.

(Ord. No. 117, § 3.14, 2-21-84)

The grantor reserves the right to revoke any franchise granted under this chapter and rescind all rights and privileges associated with the franchise in the following circumstances, each of which shall represent a default and breach under this chapter and the franchise grant:

(1)

If the grantee should default in the performance of any of its material obligations under this chapter or under such documents, contracts and other terms and provisions entered into by and between the grantor and the grantee;

(2)

If the grantee's quality of service and response to subscriber complaints has, in the opinion of the grantor, demonstrated a continuing, willful pattern of inadequacy, which has not been corrected by the grantee after due notice by the grantor;

(3)

If the grantee should fail to provide or maintain in full force and effect the liability and indemnification coverages or the security fund as required in this chapter;

(4)

If any court of competent jurisdiction, the FCC or any state regulatory body by rules, decisions or other action determines that any material provision of the franchise documents, including this chapter, is invalid or unenforceable prior to the commencement of the system construction;

(5)

If the grantee should frequently violate any orders or rulings of any regulatory body having jurisdiction over the grantee relative to the franchise unless such orders or rulings are being contested by the grantee in a court of competent jurisdiction;

(6)

If the grantee attempts to evade any of the provisions of this chapter or the franchise agreement executed pursuant to this chapter or practices any fraud or deceit upon the grantor;

(7)

If the grantee's construction schedule is delayed for more than eighteen (18) months later than the schedule contained in the franchise agreement executed pursuant to this chapter;

(8)

If the grantee becomes insolvent, unable or unwilling to pay its debts, or is adjudged a bankrupt.

(Ord. No. 117, § 3.15, 2-21-84)

(a)

The grantor shall make written demand that the grantee comply with any such requirement, limitation, term, condition, rule or regulation or correct any action deemed cause for revocation. If the failure, refusal or neglect of the grantee continues for a period of thirty (30) days following such written demand, the grantor may place its request for termination of the franchise upon a regular meeting agenda of the grantor. Notice of the request for termination shall be given to the public pursuant to section 9-224 and to the grantee by mail pursuant to section 9-223.

(b)

The grantor shall hear any persons interested in the request for termination and shall determine, in its discretion, whether or not any failure, refusal or neglect by the grantee was with just cause.

(c)

If such failure, refusal or neglect by the grantee was with just cause, the grantor shall direct the grantee to comply within such time and manner and upon such terms and conditions as are reasonable.

(d)

If the grantor shall determine such failure, refusal or neglect by the grantee was without just cause, then the grantor may, by resolution, declare that the franchise of such grantee shall be terminated and the security fund in the amount set forth in the franchise agreement shall be fully assessed against the grantee unless there be compliance by the grantee within such period as the grantor may fix.

(Ord. No. 117, § 3.16, 2-21-84)

(a)

If a franchise expires, is revoked or is otherwise terminated, the grantor may order the removal of the system facilities from the jurisdiction of the grantor within a reasonable period of time as determined by the grantor or require the original grantee to maintain and operate its system for a reasonable period of time not to exceed one hundred eighty (180) days until a subsequent grantee is selected.

(b)

In removing its plans, structures and equipment, the grantee shall refill, at its own expense, any excavation that shall be made by it and shall leave all public ways and places in as good condition as that prevailing prior to the grantee's removal of its equipment and appliances without affecting the electrical or telephone cable wires, or attachments. All such work shall be done to the grantor's satisfaction and approval, including the condition of the public ways and public places, and cables, wires, attachments and poles after removal. The liability, indemnity, insurance and the security fund shall continue in full force and effect during the period of removal and until full compliance by the grantee with the terms and conditions of this subsection and this chapter.

(c)

In the event of a failure by the grantee to complete any work required by this chapter or any other work required by the grantor's laws or ordinances within the time as may be established and to the satisfaction of the grantor, the grantor may cause such work to be done and the grantee shall reimburse the grantor the cost thereof within thirty (30) days after receipt of an itemized list of such costs, or the grantor may recover such costs through any security fund provided by the grantee. If such funds are insufficient to pay all such costs, the grantor may sue to collect the costs and, should the grantor prevail to any extent, the grantee shall pay all reasonable costs of litigation including reasonable attorney fees, as determined by the court.

(Ord. No. 117, § 3.17, 2-21-84)

The cable communications system shall be constructed in accordance with the design requirements contained in the franchise agreement executed pursuant to this chapter.

(Ord. No. 117, § 4.1, 2-21-84)

The grantee shall design and construct the system in such a manner as to have the capability to pass by and provide direct access to every single-family dwelling unit, multiple-family dwelling unit, agency and business establishment within the area of the franchise. Service shall be provided to subscribers in accordance with the schedules and line extension policies specified in the franchise agreement executed pursuant to this chapter. Cable system construction and provision of service shall be nondiscriminatory and shall not delay or defer service to any section of the franchise area on the grounds of economic preference.

(Ord. No. 117, § 4.2, 2-21-84)

Throughout the term of the franchise, the grantee shall maintain the number of channels specified in the franchise agreement executed pursuant to this chapter. The grantee shall continually upgrade the system's facilities, equipment and service to be at least equal to that of the most advanced system of comparable size in southeast Michigan, excepting only systems which are experimental, pilot or demonstrative with due regard given to economics, market factors, interest of the community or other factors.

(Ord. No. 117, § 4.3, 2-21-84)

(a)

The system shall be operated so as to comply with all technical standards and performance requirements specified in the franchise agreement entered pursuant to this chapter and additionally shall meet or exceed all FCC technical standards.

(b)

The system shall be designed for and operated on a twenty-four-hour a day continuous operation basis.

(c)

The grantee's RFP response shall specify the procedure for initially and subsequently testing the technical capacity of the system. Representatives of the grantor may be present during testing. The tests may be performed annually at such times as may be determined in the franchise agreement executed pursuant to this chapter, with notice to the grantee. All expenses for all such tests shall be paid by the grantee.

(Ord. No. 117, § 4.4, 2-21-84)

The grantee shall provide and maintain an operational two-way system (audio, video and data impulse). The grantee shall not install or permit the installation of any equipment that will permit transmission of two-way services utilizing audio, video or digital signals without first obtaining written permission of the subscriber. This provision is not intended to prohibit the transmission of signals useful only for the control or measurement of the system performance, or utility meter reading.

(Ord. No. 117, § 4.5, 2-21-84)

(a)

The grantee shall provide the number of access and community channels specified in the franchise agreement executed pursuant to this chapter. All residential subscribers who receive all or any part of the total services offered on the system shall also receive all access channels at no additional charge. These channels shall be activated upon system activation and thereafter maintained as needed. The grantee shall establish rules and regulations for the use of community access channels which shall be approved by the grantor before implementation and thereafter shall not be altered or amended without approval of the grantor. In preparing such rules, the grantee shall:

(1)

Provide an equal opportunity for community use of access services;

(2)

Present a needs assessment of the community to be served and provide a plan to meet those needs;

(3)

Develop a plan to allocate to the grantor a reasonable use and fair schedule of channel time and use of equipment and facilities so that the grantor can send and receive programming fitted to its needs. Such plan shall be approved by the grantor before implementation and thereafter shall not be altered or amended without approval of the grantor;

(4)

Describe all equipment and facilities and any charges for their use;

(5)

Comply, at a minimum, with the requirements of the grantor now or hereafter adopted or determined regarding access channels.

(b)

The grantee's proposal shall describe in detail all other channel offerings and the initial charges for the same.

(Ord. No. 117, § 4.6, 2-21-84)

The grantee's proposal shall designate all publicly owned buildings in the jurisdiction of the grantor (township or city hall, police department, fire department, schools, library, etc.) and any buildings owned or leased for governmental use by any state, federal or local government in the jurisdiction of the grantor to which the grantee intends to provide service. The provisions for such service shall be described in detail and shall be provided without charge. The grantee's proposal shall include in such designation plans for existing as well as future publicly owned buildings.

(Ord. No. 117, § 4.7, 2-21-84)

The grantee shall provide cablecasting facilities in accordance with the requirements of the franchise agreement entered pursuant to this chapter.

(Ord. No. 117, § 4.8, 2-21-84)

(a)

The grantee shall comply with the requirements of the system construction schedule contained in the franchise agreement executed pursuant to this chapter.

(b)

Service need not be provided where power and telephone utilities are not available.

(c)

The grantee shall provide a detailed construction plan indicating progress schedule, area construction maps, test plan and projected dates for offering service. In addition, the grantee shall update this information on a monthly basis, showing specifically whether schedules are being met and the reasons for any delay.

(d)

Failure to begin construction within one (1) year after award of the franchise will be grounds for franchise revocation, at the option of the grantor.

(Ord. No. 117, § 4.9, 2-21-84)

The grantor may at its sole option apply any or all of the following remedies in connection with delays in system construction:

(1)

Reduction in the duration of the franchise on a month-for-month basis for each month of delay exceeding three (3) months;

(2)

Forfeiture of the security fund or assessment of liquidated damages not to exceed three thousand dollars ($3,000.00) per day, levied against the security fund for delays exceeding six (6) months;

(3)

Termination of the franchise for delays exceeding twelve (12) months.

Any remedies applied shall be in accordance with the procedures contained in article X of this chapter.

(Ord. No. 117, § 4.10, 2-21-84)

After service has been established by activating trunk cables for any area, the grantee shall provide service to any requesting subscriber within that area thirty (30) days from the date of request.

(Ord. No. 117, § 4.11, 2-21-84)

The undergrounding of cables of the system is encouraged. In any event, cables shall be installed underground at the grantee's cost where existing utilities are already underground. Previously installed aerial cable shall be undergrounded in concert, and on a cost-sharing basis, with other utilities, when such other utilities may convert from aerial to underground construction. All undergrounding plans shall be subject to prior grantor approval and the issuance of permits at designated permit fees.

(Ord. No. 117, § 4.12, 2-21-84)

In cases of new construction or property development where utilities are to be placed underground, the developer or property owner shall give the grantee reasonable notice of such construction or development, and of the particular date on which open trenching will be available for the grantee's installation of conduit, pedestals and/or vaults, and laterals to be provided at the grantee's expense. The grantee shall also provide specifications as needed for trenching.

(Ord. No. 117, § 4.13, 2-21-84)

In cases of multiple-dwelling units serviced by aerial utilities, the grantee shall make every effort to minimize the number of individual aerial drop cables, giving preference to undergrounding of multiple drop cables between the pole and the dwelling unit. The burden of proof shall be upon the grantee to demonstrate why undergrounding of drop cables is technically or economically unfeasible.

(Ord. No. 117, § 4.14, 2-21-84)

(a)

The grantee shall utilize existing poles, conduits and other facilities whenever possible, and shall not construct or install any new, different or additional poles, conduits or other facilities whether on public property or on privately-owned property until the written approval of the grantor is obtained. However, no location of any pole or wireholding structure of the grantee shall be a vested interest and such poles or structures shall be removed or modified by the grantee at its own expense whenever the grantor determines that the public convenience would be enhanced thereby.

(b)

The grantee shall notify the grantor at least ten (10) days prior to commencement of any construction in the streets. The grantor shall cooperate with the grantee in granting any permits required, providing such grant and subsequent construction by the grantee shall not unduly interfere with the use of such streets and that proposed construction shall be done in accordance with the pertinent provisions of the ordinances of the grantor.

(c)

All transmission lines, equipment and structures shall be so installed and located as to cause minimum interference with the rights and reasonable convenience of property owners, and at all times shall be kept and maintained in a safe, adequate and substantial condition and in good order and repair. The grantee shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries or nuisances to the public. Suitable barricades, flags, lights, flares or other devices shall be used at such times and places as are reasonably required for the safety of all members of the public. Any poles or other fixtures placed in any public way by the grantee shall be placed in such a manner as not to interfere with the usual travel on such public way.

(d)

The grantee shall, at its own expense and in a manner approved by the grantor, restore to the grantor's standards and specifications any damage or disturbance caused to the public way as a result of its operations or construction on its behalf.

(e)

Whenever, in case of fire or other disaster, it becomes necessary, in the sole judgment of the grantor, to remove any of the grantee's facilities, no charge shall be made by the grantee against the grantor for restoration and repair, unless such acts amount to gross negligence by the grantor.

(f)

The grantee shall have the authority to trim trees on public property at its own expense as may be necessary to protect its wires and facilities, subject to the supervision and direction of the grantor. Trimming of trees on private property shall require written consent of the property owner.

(g)

The grantee at his expense shall protect, support, temporarily disconnect, relocate or remove any property of the grantee when, in the sole opinion of the grantor, the same is required by reason of traffic conditions, public safety, street vacation, freeway or street construction, change or establishment of street grade, installation of sewers, drains, waterpipes, power line, signal line, transportation facilities, tracks, or any other types of structure or improvements by governmental agencies whether acting in a governmental or a proprietary capacity, or any other structure or public improvement, including but not limited to movement of buildings, urban renewal and redevelopment, and any general program under which the grantor shall undertake to cause all such properties to be located beneath the surface of the ground. The grantee shall in all cases have the privilege, subject to the corresponding obligations, to abandon any property of the grantee in place. Nothing hereunder shall be deemed a taking of the property of the grantee and the grantee shall be entitled to no surcharge by reason of anything hereunder.

(h)

Upon failure of the grantee to commence, pursue or complete any work required by law or by the provisions of this chapter to be done in any street, within the time prescribed and to the satisfaction of the grantor, the grantor may, at its option, cause work to be done and the grantee shall pay to the grantor the cost thereof in the itemized amounts reported by the grantor to the grantee within thirty (30) days after receipt of such itemized report.

(i)

The grantee shall make no paving cuts or curb cuts unless absolutely necessary, and only after written permission has been given by the grantor.

(j)

The grantor shall install in conduit all cables passing under all major roadways and all secondary roadways as defined by grantor's master plan.

(Ord. No. 117, § 4.15, 2-21-84)

(a)

Construction standards.

(1)

Compliance with safety codes. All construction practices shall be in accordance with all applicable sections of the Occupational Safety and Health Act of 1970 and any amendments thereto as well as all state and local codes where applicable.

(2)

Compliance with electrical codes. All installation of electronic equipment shall be of a permanent nature, durable and installed in accordance with the provisions of the Basic BOCA Electrical Code as amended.

(3)

Antennas and towers. Antenna supporting structures (towers) shall be designed for the proper loading as specified in Electronics Industry Association's R.S.-222 Specifications.

(4)

Compliance with aviation requirements. Antenna supporting structures (towers) shall be painted, lighted, erected and maintained in accordance with all applicable rules and regulations of the Federal Aviation Administration and all other applicable state or local codes and regulations.

(5)

Construction standards and requirements. All of the grantee's plant and equipment, including but not limited to the antenna site, head-end and distribution system, towers, house connections, structures, poles, wire, cable, coaxial cable, fixtures and appurtenances shall be installed, located, erected, constructed, reconstructed, replaced, removed, repaired, maintained and operated in accordance with good engineering practices, performed by experienced maintenance and construction personnel so as not to endanger or interfere with improvements the grantor may deem proper to make, or to interfere in any manner with the rights of any property owner, or to unnecessarily hinder or obstruct pedestrian or vehicular traffic on the grantor's properties.

(6)

Safety, nuisance requirements. The grantee shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices preventing failures and accidents which are likely to cause damage, injury or nuisance to the public.

(b)

Technical standards. The cable communications system shall meet all technical and performance standards contained in the franchise agreement.

(c)

Test and compliance procedure. The grantee shall submit, within sixty (60) days after the effective date of the franchise agreement, a detailed test plan describing the methods and schedules for testing the cable communications system on an ongoing basis to determine compliance with this chapter, the provisions of FCC technical standards and the franchise agreement. The tests for basic television services shall be performed periodically, at intervals no greater than annually, on a minimum of twenty (20) subscriber television receivers located through the service area. At least eight (8) of these locations shall be at the far end of the distribution trunk cables. The tests may be witnessed by representatives of the grantor, and written test reports shall be submitted to the grantor at the grantor's discretion. If more than ten (10) percent of the locations tested fail to meet the performance standards, the grantee shall be required to indicate what corrective measures have been taken, and the entire test shall be repeated for at least twenty (20) different locations. A second failure of more than ten (10) percent may result, at the grantor's option, in penalties, including but not limited to an order to reduce subscriber rates due to degraded service in accordance with the provisions of article X of this chapter.

(d)

Special tests. At any time after commencement of service to subscribers the grantor may require additional tests, full or partial repeat tests, different test procedures, or tests involving a specific subscriber's terminal. Requests for such additional tests will be made on the basis of complaints received or other evidence indicating an unresolved controversy of significant noncompliance, and such tests will be limited to the particular matter in controversy. The grantor shall endeavor to so arrange its requests for such special tests so as to minimize hardship or inconvenience to the grantee or to the subscriber.

(Ord. No. 117, § 4.16, 2-21-84)

(a)

Interconnection required. The grantee shall interconnect origination and access channels of the cable communications system with any or all other cable systems in adjacent areas, upon the directive of the grantor. Interconnection of systems shall permit interactive transmission and reception of program material, and may be done by direct cable connection, microwave link, satellite or other appropriate method.

(b)

Interconnection procedure. Upon receiving the directive of the grantor to interconnect, the grantee shall immediately initiate negotiations with the other affected system or systems. All costs shall be borne by one (1) or more of the grantees, preferably in the proportion of number of channels received to total number of channels transmitted and received, under the assumption that benefits accrue primarily through receipt of additional channels. In the case of regional or state-wide interconnection, the same principle shall apply.

(c)

Cooperation required. The grantee shall cooperate with any interconnection corporation, regional interconnection authority or city, county, state and federal regulatory agency which may be hereafter established for the purpose of regulating, financing or otherwise providing for the interconnection of cable systems beyond the boundaries of the grantor's jurisdiction.

(d)

Initial technical requirements to assure future interconnection capability.

(1)

All cable communications systems receiving franchises to operate within the jurisdiction of the grantor shall use the same frequency allocations for designated television signals.

(2)

All cable communications systems are required to use signal processors at the headend for each television signal.

(3)

The grantee(s) shall provide local origination equipment that is compatible through the area so that videocassettes or video tapes can be shared by various systems.

(Ord. No. 117, § 4.17, 2-21-84)

The grantee shall initially provide all services proposed in its application, and all services specified in the franchise agreement. The grantee shall not reduce the number of services, subject to availability.

(Ord. No. 117, § 5.1, 2-21-84)

The grantee's proposal shall include detailed information on plans for local origination, origination cablecasting, automated channels carrying information from local sources, variety of origination programming, review of and incorporation of the needs and reports of the grantor, channel allocations, estimated programming hours, equipment, personnel and other resources committed to local origination production.

(Ord. No. 117, § 5.2, 2-21-84)

(a)

Charges made by the grantee to a user, except for public and community access channels, which shall be free, shall be based upon the fair value of the service to the user and no other criteria. The grantee shall not discriminate on any other grounds among users or in favor of itself.

(b)

Advertising for any candidate for political office or for parties sponsoring such candidates shall be governed by applicable statutes.

(Ord. No. 117, § 5.3, 2-21-84)

If so specified in a franchise agreement, the grantor may utilize a portion of the cable system capacity, and associated facilities and resources, to develop and provide cable services that will be in the public interest. In furtherance of this purpose, the grantor may establish a public nonprofit corporation or commission to receive and allocate facilities, support funds and other considerations provided by the grantee and/or others. Such a public corporation or commission, if established, may be delegated the following responsibilities:

(1)

Receive, and utilize or reallocate for utilization, channel capacity, facilities, funding and other support provided specifically for local public usage of the cable system;

(2)

Review of the status and progress of each service developed for public benefit;

(3)

Reallocate resources on a periodic basis to conform with changing priorities and public needs.

(4)

Report to the grantor annually on the utilization of resources, the new public services developed and the benefits achieved for the grantor and its residents.

(Ord. No. 117, § 5.4, 2-21-84)

The grantee's proposal shall describe a marketing plan, advertising policy and means to promote the use of the access channels.

(Ord. No. 117, § 5.5, 2-21-84)

Whenever it is necessary to shut off or interrupt cable service, the grantee shall do so during periods of minimum use of the system. Unless such interruption is unforeseen and immediately necessary, the grantee shall give reasonable notice thereof to subscribers. All costs incurred in repairing the system shall be paid by the grantee, and if service is interrupted or disconnected for more than forty-eight (48) hours, subscribers shall be credited pro rata for such interruption. The cause of any such interruption shall be removed, and service restored as promptly as is reasonably possible.

(Ord. No. 117, § 5.6, 2-21-84)

(a)

The grantee shall maintain an office in the franchise territory which shall be open during all usual business hours, have a publicly listed toll-free telephone, and be so operated to receive subscriber complaints and requests for repairs or adjustments on a twenty-four-hour basis. A written log shall be maintained listing all complaints and their disposition, including the time taken to respond to the complaints and to repair the problem.

(b)

The grantee shall render efficient service, make repairs promptly and interrupt service only for good cause and for the shortest time possible. Such interruptions, insofar as possible, shall be preceded by notice and shall occur during periods of minimum use of the system. A written log shall be maintained for all service interruptions.

(c)

The grantee shall maintain a repair force of technicians capable of responding to subscriber complaints or requests for service within twenty-four (24) hours after receipt of the complaint or request. No charge shall be made to the subscriber for this service.

(d)

The grantee shall, at the time service is installed, furnish each subscriber written instructions that clearly set forth procedures, furnish information concerning the procedures for making inquiries or complaints, including the name, address and local telephone number of the employee or employees or agent to whom such inquiries or complaints are to be addressed, and furnish information concerning the grantor's office responsible for administration of the franchise with the address and telephone number of the office.

(Ord. No. 117, § 5.7, 2-21-84)

(a)

The grantee shall comply at all times and with all applicable federal, state and local constitutions, statutes, laws and regulations, and all applicable executive and administrative orders.

(b)

The grantee shall not deny service, deny access or otherwise discriminate against subscribers, channel users or general citizens on the basis of race, color, religion, national origin, age or sex.

(c)

The grantee shall strictly adhere to the equal employment opportunity requirements of the FCC and state and local regulations, as amended from time to time.

(d)

Neither the grantee nor any person, agency or entity shall, without the subscriber's consent, tap or arrange for the tapping of any cable, line, signal input device or subscriber outlet or receiver for any purpose except routine maintenance of the system, polling with audience participation or audience viewing surveys to support advertising research regarding viewers where individual viewer behavior cannot be identified.

(e)

In the conduct of providing its services or pursuit of any collateral commercial enterprise resulting therefrom, the grantee shall take any and all necessary action to prevent an invasion of a subscriber's or general citizen's right to privacy or other personal rights as such rights are delimited and defined by applicable law. The grantee shall not, without lawful court order or other applicable valid legal authority, utilize the system's interactive two-way equipment or capability for unauthorized personal surveillance of any subscriber or general citizen.

(f)

No cable line, wire, amplifier, converter of other piece of equipment owned by the grantee shall be installed by the grantee without first securing the written permission of the owner of the property involved; provided, however, that where the property owner has granted an easement or a servitude to another and the servitude by its terms contemplated uses such as the grantee's intended use, the grantee shall not be required to secure the written permission of the owner for the installation of cable television equipment or facilities unless the grantee elects to do so. If permission is later revoked, whether by the original or a subsequent owner, the grantee shall remove forthwith any of its equipment which is visible and movable and promptly restore the property to its original condition.

(g)

The grantee shall not sell or otherwise make available lists of the names and addresses of subscribers, or any list which identifies, by name, subscriber viewing habits or personalized data pertaining to a subscriber's use of any of the grantee's services, without the express consent of the subscriber to which the personalized data pertains. For purposes of this section, "personalized data" shall mean the name and/or addresses of an individual subscriber directly associated with data obtained on his or her use of specific services provided by or through the grantee. Nothing in this subsection shall be construed to prevent, as a normal incident of commercial enterprise, the sale or availability of "nonpersonalized" or "aggregated data" which is not personalized data as defined in this subsection.

(h)

No resident of any multiple-unit residential dwelling, whether a tenant or owner, shall be denied access to cable communications service from a grantee operating under a valid and existing cable communications franchise issued by the grantor, nor shall such resident or grantee be required to pay anything of value not required under the provisions of this chapter or any franchise agreement executed pursuant to this chapter in order to obtain or provide such service.

(Ord. No. 117, § 5.8, 2-21-84)

(a)

Throughout the term of the franchise, the grantee shall maintain books and records in accordance with the requirements of this chapter and of the franchise agreement executed pursuant to this chapter, and allow for inspection and copying of the same at reasonable times at its designated office. The books and records to be maintained by the grantee shall include at least the following:

(1)

A record of all requests for service;

(2)

A record of all subscriber or other complaints, and the action taken;

(3)

A file of all subscriber contracts;

(4)

Grantee policies, procedures and company rules; and

(5)

Financial records.

(b)

The grantor shall give the grantee at least twenty-four (24) hours notice before making inspections of any books or records of the grantee.

(c)

The grantor, its agents and representatives, shall have authority to arrange for and conduct an audit of and copy the relevant books and records of the grantee. The grantee shall first be given five (5) days' notice of the audit request, the description of and purpose for the audit, and the description, to the best of the grantor's ability, of the books, records and documents it wishes to review.

(Ord. No. 117, § 6.1, 2-21-84)

(a)

Within ninety (90) days of the first anniversary of the effective date of each franchise, and each year thereafter throughout the term of the franchise, the grantor and the grantee shall meet publicly to review the performance, quality of service and rates of the cable television system. The reports required in article IX of this chapter regarding subscriber complaints, the records of performance tests and the opinion survey report shall be utilized as the basis for review. In addition, any subscriber may submit complaints during the review meeting, either orally or in writing, and these shall be considered.

(b)

Within thirty (30) days after the conclusion of the system performance review meetings, the grantor shall issue findings with respect to the adequacy of system performance and quality of service. If inadequacies are found, the grantor may direct the grantee to correct the inadequacies within a reasonable period of time.

(c)

Failure of the grantee, after due notice, to correct the inadequacies shall be considered a material breach of the franchise, and the grantor may, at its sole discretion, exercise any remedy within the scope of this chapter considered appropriate.

(Ord. No. 117, § 6.2, 2-21-84)

To provide for technological, economic and regulatory changes in the state of the art of cable communications, to facilitate renewal procedures, to promote the maximum degree of flexibility in the cable system, and to achieve a continuing, advanced, modern system, the grantor and the grantee shall comply with the following system and services review provisions:

(1)

The grantor and the grantee shall hold a system and services review session on or about the third anniversary date of the franchise agreement. Subsequent system review sessions shall be scheduled by the grantor each three (3) years thereafter. All such review sessions shall be open to the public, and notice shall be given.

(2)

Sixty (60) days prior to the scheduled system and services review session, the grantee shall submit a report to the grantor indicating the following:

a.

All cable system services that are being provided on an operational basis, excluding tests and demonstrations, in communities in Metropolitan Detroit with comparable populations to that of the grantor, which services are not provided to the grantor;

b.

A plan for provision of such services, or a justification indicating why such services are not feasible for the grantor.

(3)

Topics for discussion and review at the system and services review sessions shall include, but shall not be limited to, services provided, rate structure, free or discounted services, application of new technologies, system performance, programming, subscriber complaints, rights of privacy, amendments to the franchise, undergrounding processes, developments in the law and regulatory constraints.

(4)

Either the grantor or the grantee may select additional topics for discussion at any review session.

(5)

Not later than sixty (60) days after the conclusion of each system and services review session, the grantor shall issue findings, including specifically a listing of any cable services not then being provided to the grantor that are considered feasible. The grantor may direct the grantee to provide such services within a reasonable time, under reasonable rates and conditions. Failure to provide such directed services shall be considered a material breach of franchise, subject to remedies as provided in this chapter.

(Ord. No. 117, § 6.3, 2-21-84)

(a)

The grantee shall receive approval from the grantor of the form and content of the service contract to be used by the grantee prior to entering into any such service contracts with subscribers, and the grantee shall make no changes in the approved service contract without prior written approval of the grantor. The service contract shall include, at a minimum, a schedule of all rates and charges, a description of services, instructions on the use of the system, and billing and collection practices.

(b)

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 the grantee to exercise its rights and perform its obligations under the franchise and to assure an uninterrupted service to each and all of its subscribers; provided, such rules, regulations, terms and conditions shall not be in conflict with the provisions of the franchise, ordinances of the grantor, and laws of this state or the United States.

(c)

Each subscriber shall be provided with instructions on filing complaints or otherwise obtaining information or assistance from the grantee.

(d)

All items promulgated pursuant to this section shall be provided to each new subscriber at the time a contract is executed or service begun and to all existing subscribers forthwith upon any changes therein.

(e)

The term of a subscriber contract shall not be for more than twelve (12) months duration unless after twelve (12) months the contract may be terminated by the subscriber at his option at any time without penalty.

(Ord. No. 117, § 6.4, 2-21-84)

(a)

It is the intent of the grantor to ensure that access and community channels provided for in any franchise agreement shall be managed in the best public interest. Pursuant to this objective, the grantor may delegate the responsibility for access channel management to a nonprofit entity, termed the access channel management commission or board, which may include, but not be limited to, any of the following:

(1)

A nonprofit public corporation;

(2)

An access management commission or committee, appointed by the grantor, and representing a broad spectrum of the community;

(3)

An established nonprofit entity with special cablecasting capability, such as a local or regional community college.

(b)

The commission or board may be established jointly with neighboring jurisdictions, at the grantor's sole option.

(c)

The access channel management commission or board shall have the following functions:

(1)

Responsibility for program production for and management of the public access channel and all other community based programming. Community channels may include government and educational access channels as well as public access channels;

(2)

Establishment of budgets on an annual basis, and utilization of funds and resources received from the grantor or the public usage corporation designated in section 9-104, for the purpose of access programming;

(3)

To assure that no censorship or control over program content of the public access and community channels exist, except as necessary to comply with FCC prohibition of material that is obscene, or contains commercial advertising, or conducts a lottery, and to assure that public access and community channels are made available to residents of the grantor on a nondiscriminatory first-come, first-served basis;

(4)

To devise, establish and administer all rules, regulations and procedures pertaining to the use and scheduling of the public access and community channels;

(5)

To prepare, in conjunction with the grantee, such regular or special reports as may be required or desirable;

(6)

To hire and supervise staff;

(7)

To make all purchases of materials and equipment that may be required;

(8)

To develop additional sources of funding, such as foundation or federal or state grants, to further community programming;

(9)

To perform such other functions relevant to the public and community channels as may be appropriate.

(d)

The access channel management commission or board shall provide a report to the grantor, at least annually, indicating achievements in community-based programming and services.

(Ord. No. 117, § 6.5, 2-21-84)

The grantee is expressly prohibited at any time from transmitting any audio or video signal having any subliminal content.

(Ord. No. 117, § 6.6, 2-21-84)

The grantor may appoint an administrator who shall serve at the pleasure of the grantor and who will be responsible for the continuing administration of the franchise on the part of the grantor. The grantor shall provide written notice to the grantee of the initial appointment of the administrator and any subsequent appointments.

(Ord. No. 117, § 7.1, 2-21-84)

The grantor may appoint a cable communications advisory committee to perform such duties and to have such powers as the grantor may determine. The composition and terms of office of the members of the committee, as well as the duties and powers of the committee, shall be determined and established by resolution of the grantor.

(Ord. No. 117, § 7.2, 2-21-84)

The grantor reserves the right to delegate from time to time any of its rights or obligations under the franchise to any body or organization. Any such delegation shall be effective upon written notice thereof to the grantee. Upon receipt of such notice the grantee shall be bound by all terms and conditions of the delegation not in conflict with the franchise. Any such delegation or revocation thereof, no matter how often made, shall not be deemed to be an amendment to the franchise or require the grantee's consent.

(Ord. No. 117, § 7.3, 2-21-84)

(a)

The grantee shall maintain, throughout the term of its franchise, liability insurance expressly insuring both the grantee and the grantor with regard to all damages related to the grant, construction and operation of the franchise, in the minimum amounts specified in the franchise agreement and shall specifically name therein the grantor, its officers, employees and agents, as additional insureds.

(b)

Prior to the effective date of the franchise, the grantee shall furnish proof to the grantor that a satisfactory insurance policy is in force. The insurance policy shall be approved by the grantor and, along with written evidence of payment of required premiums, certification of the policy shall be filed and maintained with the grantor. Where such insurance is provided by a policy which also covers the grantee or any other entity or person, it shall contain the standard cross-liability endorsement. By resolution the grantor may, from time to time, reasonably increase the required face amounts of such insurance as to any then-existing franchise.

(c)

All insurance polices shall provide that coverage shall not be cancelled, reduced or changed without at least thirty (30) days' prior written notice to the grantor. At least thirty (30) days prior to the expiration of any such policy, a certificate showing that such insurance coverage has been renewed shall be filed with the grantor. If for any reason the grantee fails to obtain or keep any of such insurance in force, the grantor may, but shall not be required to, obtain such insurance, in which event the grantee shall promptly reimburse the grantor its premium costs therefor plus fifteen (15) percent interest thereon until paid.

(d)

The insurance coverages provided shall include the following, in the minimum sums specified in the franchise agreement:

(1)

Worker's compensation;

(2)

General comprehensive liability;

(3)

Bodily injury liability, person or occurrence;

(4)

Property damage;

(5)

Broadcaster's general liability;

(6)

Vehicles: public liability, property damage, medical payments;

(7)

One hundred (100) percent builder's risk, fire and extended coverage;

(8)

Civil rights violations liability.

(Ord. No. 117, § 8.1, 2-21-84)

(a)

The grantee, within sixty (60) days after receipt from the grantor of a written itemization, shall reimburse the grantor for its actual costs incurred during the franchise process to the extent not recovered by application fees.

(b)

As necessary to aid in the analysis of all disputed matters relative to the franchise, the grantor shall be entitled to employ the services of technical, financial or legal consultants. All reasonable fees shall be borne equally by the grantor and by the grantee, regardless of the outcome of any specific dispute under consideration.

(c)

Prior to completion of construction in accordance with the terms of the franchise agreement executed pursuant to this chapter, the grantee shall reimburse the grantor for all actual nonrecurring costs incurred by the grantor in connection with the regulation and inspection of construction.

(Ord. No. 117, § 8.2, 2-21-84)

No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim the grantor may have for further or additional sums payable under the provisions of this chapter or any franchise agreement executed pursuant to this chapter. All amounts paid shall be subject to audit and recomputation by the grantor.

(Ord. No. 117, § 8.3, 2-21-84)

(a)

Defense of litigation. The grantee shall, at the sole risk and expense of the grantee, upon demand by the grantor, appear and defend any and all suits, actions or other legal proceedings, whether judicial, quasi-judicial, administrative, legislative or otherwise, brought or instituted or had by third persons or duly constituted authorities, against or affecting the grantor, its officers, boards, commissions, agents or employees, and arising out of or pertaining to the exercise or the enjoyment of the grantee's franchise, or the granting thereof by the grantor. The grantor reserves its right to review all strategy decisions and approve or disapprove all settlements or other resolutions of the litigation which affect the grantor or its rights or obligations.

(b)

Satisfaction of claims. The grantee shall cause to be paid and satisfied any judgment, decree, order, directive or demand rendered, made or issued against the grantee, grantor, its officers, boards, commissions, agents or employees in connection with its franchise. Such indemnity shall exist and continue without reference to the amount of any bond, policy of insurance, deposit, undertaking or other assurance; provided that neither the grantee nor the grantor shall make or enter into any compromise or settlement of any claim, demand, cause of action, suit or other proceedings, without first obtaining the written consent of the other, which consent shall not unreasonably be withheld.

(c)

Hold harmless. The grantee, its successors and assigns, on behalf of themselves and each of their predecessors in interest, shall hold harmless the grantor, its officers, boards, commissions, agents and employees, and each of them, from all damages, penalties, claims or awards of every kind and nature and regardless of the merits of same arising out of or related directly or indirectly to the exercise or enjoyment of the franchise, including costs of investigations, attorney fees and court costs in the defense of any actions. These damages and penalties shall include, but shall not be limited to, damages arising out of copyright infringement, defamation, public and property liability, violation of civil rights, and all other damages, material or punitive, and federal and/or state antitrust laws arising out of the construction, operation, maintenance or reconstruction of the cable communications system franchised, whether or not any act or omission complained of is authorized, allowed or prohibited by the franchise.

(Ord. No. 117, § 8.4, 2-21-84)

(a)

Within thirty (30) days after the effective date of the franchise, the grantee shall provide a security fund in the form of cash or an irrevocable straight letter of credit to the grantor, and maintain such security fund for the period and in the sum specified in the franchise agreement, as security for the faithful performance by it of all the provisions of this franchise, and compliance with all orders, permits and directions of any agency of the grantor having jurisdiction over its acts or defaults under the franchise, and the payment by the grantee of any claims, liens and taxes due the grantor which arise by reason of the construction, operation or maintenance of the system. The security fund may be assessed by the grantor for purposes including, but not limited to, the following:

(1)

Failure of the grantee to pay grantor sums due under the terms of the franchise;

(2)

Reimbursement of costs borne by the grantor to correct franchise violations not corrected by the grantee, after due notice;

(3)

Liquidated damages assessed against the grantee due to default or violation of franchise requirements, which result in financial damage to the grantor;

(4)

Liquidated damages assessed against the grantee due to revocation pursuant to section 9-56.

(b)

If the grantee fails, after ten (10) days' notice, to pay to the grantor any franchise fee or taxes due and unpaid, or fails to pay to the grantor, within such ten (10) days, any damages, costs or expenses which the grantor shall be compelled to pay by reason of any act or default of the grantee in connection with this franchise, or fails, after thirty (30) days' notice of such failure by the grantor, to comply with any provision of the franchise which the grantor reasonably determines can be remedied by an expenditure of the security, the grantor may immediately withdraw the amount thereof, with interest and any penalties, from the security fund. Upon such withdrawal, the grantor shall notify the grantee of the amount and date thereof.

(c)

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 chapter 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.

(Ord. No. 117, § 8.5, 2-21-84)

Within ninety (90) days after the close of the grantee's fiscal year, for the franchise, the grantee shall submit a written annual report, in a form approved by the grantor including, but not limited to, the following information:

(1)

A summary of the previous year's (or, in the case of the initial reporting year, the initial year's) activities in development of the cable system including, but not limited to, services begun or discontinued during the reporting year, and user participation;

(2)

A financial statement certified by an officer of the grantee, including a statement of income, revenues, operating expenses, value of plan, annual capital expenditures, depreciation with an attached depreciation schedule, interest paid, taxes paid, balance sheets, and a statement of sources and application of funds, covering all years since the beginning of the franchise;

(3)

A current statement of costs of construction by component categories;

(4)

A projected income statement, balance sheet, statement of sources and application of funds, and statement of projected construction for the next two (2) years;

(5)

A reconciliation between previously projected construction or financial estimates, as the case may be, and actual results;

(6)

A list of stockholders or other equity investors holding five (5) percent or more of the voting interest in the grantee or its parent, subsidiary or affiliated corporations or other entities, if any;

(7)

To the extent that money, other than profits, is paid to a parent, subsidiary or other person affiliated with the grantee, the amounts of such payments and the basis for computation of such amounts (e.g., the basis for computing any management fees or share of home office overhead).

(Ord. No. 117, § 9.1, 2-21-84)

Simultaneously with the annual reports required by section 9-181, the grantee shall submit to the grantor an annual plant survey report which shall be a complete survey of the grantee's plan and a full report thereon. The report shall include, but not be limited to, a description and as-built maps of the portions of the franchise area that have been cabled and have all services available, and an appropriate engineering evaluation including suitable electronic measurements conducted in conformity with such requirements, including supervision, as the grantor may prescribe. The report shall be in sufficient detail to enable the grantor to ascertain that the service requirements and technical standards of the FCC and the franchise are achieved and maintained. At the grantor's request, but no more often than once per three (3) years, the grantee and the grantor shall agree upon the appointment of a qualified independent engineer to evaluate the technical performance of the cable system. The cost of such evaluation shall be borne by the grantee.

(Ord. No. 117, § 9.2, 2-21-84)

The grantee shall submit to the grantor copies of all pleadings, applications, reports, communications and documents of any kind, submitted by the grantee to, as well as copies of all decisions, correspondence and actions by, any federal, state and local courts, regulatory agencies and other governmental bodies relating to its cable television operations within the franchise area. The grantee shall submit such documents to the grantor simultaneously with their submission to such courts, agencies and bodies, and within five (5) days after their receipt from such courts, agencies and bodies. The grantee hereby waives any right to claim confidential, privileged or proprietary rights to such documents; however, information otherwise confidential by law and so designated by the grantee which is submitted to the grantor shall be retained in confidence by the grantor and its authorized agents and shall not be made available for public inspection.

(Ord. No. 117, § 9.3, 2-21-84)

A copy of each of the grantee's annual and other periodic public reports and those of its parent, subsidiary and affiliated corporations and other entities, as the grantor requests and is reasonably appropriate, shall be submitted to the grantor within five (5) days of its issuance.

(Ord. No. 117, § 9.4, 2-21-84)

(a)

An accurate and comprehensive file shall be kept by the grantee of any and all complaints regarding the cable system. A procedure shall be established by the grantee by the time of installation of the cable system to remedy complaints quickly and reasonably to the satisfaction of the grantor. Complete records of the grantee's actions in response to all complaints shall be kept. These files and records shall remain open to the public during normal business hours.

(b)

A summary of complaints, identifying the number and nature of complaints and their disposition, in a form approved by the grantor, shall be completed for each month and submitted to the grantor by the tenth day of the succeeding month.

(c)

An annual opinion survey report which identifies satisfaction or dissatisfaction among subscribers with cable communications services offered by the grantee shall be submitted to the grantor no later than two (2) months after the end of the grantee's fiscal year. The surveys required to make the report shall be conducted in conformity with such requirements, including supervision, as the grantor may prescribe.

(Ord. No. 117, § 9.5, 2-21-84)

The grantee shall submit to the grantor an annual report indicating the degree of compliance with the privacy provisions of section 9-108, and all steps taken to ensure that the privacy rights of individuals have been protected.

(Ord. No. 117, § 9.6, 2-21-84)

The grantee shall submit to the grantor such other information or reports in such forms and at such times as the grantor may reasonably request or require.

(Ord. No. 117, § 9.7, 2-21-84)

The grantee shall allow the grantor to make inspections of any of the grantee's facilities and equipment at any time upon one (1) day's prior notice or, in the case of emergency, upon demand without prior notice, to allow the grantee to verify the accuracy of any submitted report.

(Ord. No. 117, § 9.8, 2-21-84)

The grantee shall maintain an office within the franchise area and shall keep complete and accurate books and records. The grantor shall have the right to inspect at any time during normal business hours all books, records, maps, plans, income tax returns, financial statements, service complaint logs, performance test results and other like materials of the grantee which relate to the operation of the cable system. Access to the aforementioned records shall not be denied by the grantee on the basis that such reports contain confidential, privileged or proprietary information.

(Ord. No. 117, § 9.9, 2-21-84)

All reports required under this article, except as otherwise provided in this chapter, shall be available for public inspection in the office of the clerk of the grantor during normal business hours.

(Ord. No. 117, § 9.10, 2-21-84)

The refusal, failure or neglect of the grantee to file any of the reports required under this article or as the grantor may direct, shall be deemed a material breach of the franchise, and shall subject the grantee to all penalties and remedies, legal or equitable, which are available to the grantor under the franchise or otherwise.

(Ord. No. 117, § 9.11, 2-21-84)

Any materially false or misleading statement or representation made knowingly by the grantee in any report required under the franchise shall be deemed a material breach of the franchise and shall subject the grantee to all penalties and remedies, legal or equitable, which are available to the grantor under the franchise or otherwise.

(Ord. No. 117, § 9.12, 2-21-84)

All reports and records required under this article or other section of this chapter shall be furnished at the sole expense of the grantee.

(Ord. No. 117, § 9.13, 2-21-84)

(a)

If the grantee fails to perform any material obligation under the franchise, or fails to do so in a timely manner, the grantor may at its option and in its sole discretion:

(1)

Assess against the grantee an amount of up to three thousand dollars ($3,000.00) per day for construction delays, and up to one thousand dollars ($1,000.00) per day for all other material violations, which assessments the grantee shall agree to pay in the franchise agreement executed pursuant to this chapter, such assessment to be levied against the security fund hereinbefore provided and collected by the grantor immediately upon such assessment. The amount of such assessment shall be deemed, without proof, to represent liquidation of damages actually sustained by the grantor by reason of the grantee's failure to perform. Such assessment shall not constitute a waiver by the grantor of any other right or remedy it may have under the franchise or under applicable law, including without limitation, its right to recover from the grantee such additional damages, losses, costs and expenses, including actual attorney fees, as may have been suffered or incurred by the grantor by reason of or arising out of such breach of the franchise. This provision for assessment of damages is intended to provide compensation to the grantor for actual damages.

(2)

For violations considered by the grantor to have materially degraded the quality of service, order and direct the grantee to issue rebates or reduce its rates and/or charges to subscribers, in an amount solely determined by the grantor to provide monetary relief substantially equal to the reduced quality of service resulting from the grantee's failure to perform.

(3)

Require the grantee to cure all defaults and breaches of its obligations under this chapter before the grantee is entitled to increase any rate or charge to subscribers under this chapter.

(b)

No penalty shall be imposed by the grantor against the grantee for any violation of this franchise without the grantee being afforded due process of law, as provided for in section 9-207.

(c)

The grantor may, in its sole judgment and discretion, impose any or all of the above measures against the grantee, which shall be in addition to any and all other legal or equitable remedies it has under this franchise or under any applicable law.

(Ord. No. 117, § 10.1, 2-21-84)

If the grantor determines that the grantee has violated any provision of the franchise, any rule or regulation promulgated pursuant to this chapter or any applicable federal, state or local law, the grantor may make a written demand on the grantee to remedy such violation. If the violation, breach, failure, refusal or neglect is not remedied to the satisfaction of the grantor within thirty (30) days following such demand, the grantor shall determine whether or not such violation, breach, failure, refusal or neglect by the grantee was excusable or inexcusable, in accordance with the following procedure:

(1)

A public hearing shall be held and the grantee shall be provided with an opportunity to be heard upon thirty (30) days' written notice to the grantee of the time and the place of the hearing provided and the allegations of franchise violations.

(2)

If, after notice is given and, at the grantee's option, a full public proceeding is held, the grantor determines that such violation, breach, failure, refusal or neglect by the grantee was excusable as provided in section 9-208, the grantor shall direct the grantee to correct or remedy the same within such additional time, in such manner and upon such terms and conditions as the grantor may direct.

(3)

If, after notice is given and, at the grantee's option, a full public proceeding is held, the grantor determines that such violation, breach, failure, refusal or neglect was inexcusable, then the grantor may make such assessments as are in accordance with section 9-206.

(4)

If, after notice is given and, at the grantee's option, a full public proceeding is held, the grantor declares the franchise or any renewal thereof breached, the parties may pursue their remedies pursuant to the franchise or any other remedy, legal or equitable.

(Ord. No. 117, § 10.2, 2-21-84)

If the grantee's performance of any of the terms, conditions, obligations or requirements of the franchise is prevented or impaired due to any cause beyond its reasonable control or not reasonably foreseeable, such inability to perform shall be deemed to be excused and no penalties or sanctions shall be imposed as a result thereof, provided the grantee has notified the grantor in writing within thirty (30) days of its discovery of the occurrence of such an event. The burden of proof shall be on the grantee to demonstrate that such prevention or impairment was beyond its reasonable control or was not reasonably foreseeable. Such causes beyond the grantee's reasonable control or not reasonably foreseeable shall include, but shall not be limited to, acts of God and civil emergencies.

(Ord. No. 117, § 10.3, 2-21-84)

Notwithstanding any other provisions of this chapter or of any law or regulation of the grantor to the contrary, the grantee shall at all times comply with all laws and regulations of the state and federal government or any administrative agencies thereof; provided, however, if any such state or federal law or regulation shall require the grantee to perform any service, or shall permit the grantee to perform any service, or shall prohibit the grantee from performing any service, in conflict with the terms of this chapter or of any law or regulation of the grantor, then as soon as possible following knowledge thereof, the grantee shall notify the grantor of the point of conflict believed to exist between such regulation or law and the laws or regulations of the grantor or this chapter, and the grantee shall be excused from performance hereunder, provided that it acts in good faith reliance thereon, pending resolution of such conflict.

(Ord. No. 117, § 11.1, 2-21-84)

If any provision of the chapter or any related agreement is held by any court or by any federal, state or county agency of competent jurisdiction to be invalid as conflicting with any federal, state or county law, rule or regulation now or hereafter in effect, or is held by such court or agency to be modified in any way in order to conform to the requirements of any such law, rule or regulation, and if the provision is considered nonmaterial by the grantor, the provision shall be considered a separate, distinct and independent part of this chapter, and such holding shall not affect the validity and forcibility of all other provisions of this chapter. If such law, rule or regulation is subsequently repealed, rescinded, amended or otherwise changed so that the provisions hereof or thereof which has been held invalid or modified is no longer in conflict with the laws, rules and regulations then in effect, the provision shall thereupon return to full force and effect and shall thereafter be binding on the grantee, provided that the grantor shall give the grantee thirty (30) days' written notice of such change before requiring compliance with the provision.

(Ord. No. 117, § 11.2, 2-21-84)

All notices from the grantee to the grantor pursuant to this chapter and any franchise or franchise agreement related to this chapter shall be to the clerk of the grantor. Throughout the term of the franchise, the grantee shall maintain with the grantor an address for service of notices by mail. The grantee shall also maintain within the franchise territory a local office and telephone number for the conduct of matters related to this franchise during normal business hours.

(Ord. No. 117, § 11.3, 2-21-84)

Minimum notice of any public meeting or hearing relating to the franchise shall be by publication at least once in a newspaper of general circulation in the area at least ten (10) days prior to the meeting, posting at the grantor's office, and announcement on at least two (2) channels of the grantee's cable communications system between the hours of 7:00 p.m. and 9:00 p.m., for five (5) consecutive days prior to the meeting.

(Ord. No. 117, § 11.4, 2-21-84)

The provisions and procedures established in this chapter with respect to notice are directory only and failure to strictly comply with such provisions and procedures shall not operate to invalidate any proceeding or action instituted, conducted, held or taken pursuant to such notice.

(Ord. No. 117, § 11.5, 2-21-84)

The captions to sections throughout this chapter are intended solely to facilitate reading and reference to the sections and provisions of this chapter. Such captions shall not affect the meaning or interpretation of this chapter.

(Ord. No. 117, § 11.6, 2-21-84)

The grantee shall have no recourse whatsoever against the grantor or its officials, boards, commissions, agents or employees for any loss, costs, expenses or damage arising out of any provisions or requirement of any franchise or because of the enforcement of the franchise pursuant to this chapter.

(Ord. No. 117, § 11.7, 2-21-84)

The grantee shall not be relieved of its obligation to comply with any of the provisions of this chapter or any franchise agreement executed pursuant to this chapter by reason of any failure of the grantor to enforce prompt compliance.

(Ord. No. 117, § 11.8, 2-21-84)

Nothing contained in this chapter shall be construed to preclude or restrict the Charter Township of West Bloomfield and the cities of Keego Harbor, Orchard Lake Village and Sylvan Lake, which have joined to cooperatively process applications for a cable TV system, from establishing, temporarily or otherwise, a joint system to administer any franchise granted pursuant to this chapter for all of them collectively or from establishing one (1) or more joint authorities, commissions, councils or other similar body to act on any matter, on behalf of all of them collectively, that any one (1) of them, under this chapter, is empowered to act upon. They shall also have the right to delegate to any such joint body established by them their rights to negotiate an appropriate system of local access, both public and institutional, including matters related to studios, equipment, staff assistance, and such other facilities and accessories included in the proposal of the grantee. Such system shall be established within the budgeted cost of the grantee's original proposal unless otherwise agreed upon by the parties.

(Ord. No. 117, § 11.9, 2-21-84)

Whenever this franchise shall set forth any time for any action to be performed by or on behalf of the grantee, the same time shall be deemed of the essence and any failure of the grantee to perform within the time allotted shall always be sufficient grounds for the grantor to invoke the remedies provided in this chapter.

(Ord. No. 117, § 11.10, 2-21-84)

Without limitation on the rights which the grantor might otherwise have, the grantor does hereby expressly reserve the rights, powers and authority to exercise its governmental power now or hereafter to the full extent that such powers may be vested in or granted to the grantor to determine any question of fact relating to the meaning, terms, obligations or other factors of any franchise granted pursuant to this chapter; and to grant additional franchises in the jurisdiction of the grantor to other persons for the contract of CATV under any conditions whatsoever acceptable to the grantor, notwithstanding such additional franchises might be alleged to contain more favorable conditions than the rights granted in this chapter.

(Ord. No. 117, § 11.11, 2-21-84)

(a)

No person, whether or not a subscriber to the cable system, may intentionally or knowingly damage or cause to be damaged any wire, cable, conduit, equipment or apparatus of the grantee, or commit any act with intent to cause such damage, or to tap, tamper with or otherwise connect any wire or device to a wire, cable, conduit, equipment and apparatus, or appurtenances of the grantee with the intent to obtain a signal or impulse from the cable system without authorization from or compensation to the grantee, or obtain cable television or other communications services with intent to cheat or defraud the grantee of any lawful charges to which it is entitled.

(b)

Any person convicted of violating any provision of this section is subject to a fine of not more than five hundred dollars ($500.00) for each offense. Each day's violation of this section shall be considered a separate offense.

Cross reference— Theft generally, § 15-121 et seq.

For purposes of this article, the following words, acronyms and phrases shall have the following meanings specified:

Act: The Communications Act of 1934 as amended, and as may be amended from time to time.

Associated equipment: All equipment and services subject to regulation pursuant to 47 CFR section 76.923.

Basic cable service: The "basic service" as defined in the FCC Rules, and any other cable television service which is subject to rate regulation by the township pursuant to the Act and the FCC Rules.

FCC: The Federal Communications Commission.

FCC Rules: The rules of the FCC promulgated from time to time pursuant to the Act.

Increase in rates: An increase in rates or a decrease in programming or customer services.

Legislative body: The township board of the Charter Township of West Bloomfield and, by delegation of the township board, may mean within a particular context the Greater West Bloomfield Cable Advisory Board.

Township clerk: The clerk of the Charter Township of West Bloomfield or a person or official designated to perform specified acts under this article by the township board.

All other words and phrases used in this article shall have the same meaning as defined in the Act and FCC Rules.

(Ord. No. C-413, § 1, 11-15-93)

The purpose of this article is to adopt regulations consistent with the Act and the FCC Rules with respect to basic cable service rate regulation and to prescribe procedures to provide a reasonable opportunity for consideration of the views of interested persons in connection with the basic cable service rate regulation by the township. This article shall be implemented and interpreted consistent with the Act and FCC Rules.

(Ord. No. C-413, § 1, 11-15-93)

In connection with the regulation of rates for basic cable service and associated equipment, the township shall follow all FCC Rules.

(Ord. No. C-413, § 1, 11-15-93)

(a)

A grantee shall submit its schedule of rates for the basic service tier and associated equipment or a proposed increase in such rates in accordance with the Act and FCC Rules. The grantee shall include as part of its submission such information as is necessary to show that its schedule of rates or its proposed increase in rates complies with the Act and FCC Rules. The grantee shall file ten (10) copies of the schedule or proposed increase with the township clerk, with an additional copy to the Greater West Bloomfield Cable Advisory Board. For purposes of this article, the filing of the grantee shall be deemed to have been made when at least ten (10) copies have been received by the township clerk, with an additional copy to the Greater West Bloomfield Cable Advisory Board. The township board may, by resolution or otherwise, adopt rules and regulations prescribing the information, data and calculations which must be included as part of the grantee's filing of the schedule of rates or a proposed increase.

(b)

In addition to information and data required by rules and regulations of the township pursuant to subsection (a) above, a grantee shall provide all information requested by the township board in connection with the review and regulation of existing rates for the basic service tier and associated equipment or a proposed increase in these rates. The township board may establish reasonable deadlines for the submission of the requested information and the grantee shall comply with such deadlines.

(c)

A grantee has the burden of proving that its schedule of rates for the basic service tier and associated equipment or a proposed increase in such rates complies with the act and the FCC Rules.

(Ord. No. C-413, § 1, 11-15-93)

If the production of proprietary information is required under this article, the grantee shall produce the information. However, at the time the allegedly proprietary information is submitted, a cable operator may request that specific, identified portions of its response be treated as confidential and withheld from public disclosure. The request must state the reason why the information should be treated as proprietary and the facts that support these reasons. The request of confidentiality will be granted if the township determines that the preponderance of the evidence shows that nondisclosure is consistent with the provisions of the Freedom of Information Act. 5 USC section 552.

(Ord. No. C-413, § 1, 11-15-93)

Upon the filing of ten (10) copies of the schedule of rates or the proposed increase in rates pursuant to section 9-254 above, the township clerk shall publish a public notice in a newspaper of general circulation in the township which shall state that the filing has been received by the clerk and (except those parts which may be withheld as proprietary) is available for public inspection and copying, and interested parties are encouraged to submit written comments on the filing to the clerk not later than seven (7) days after the public notice is published. The clerk shall give notice to the grantee of the date, time and place of the meeting at which the legislative body shall first consider the schedule of rates or the proposed increase. This notice shall be mailed by first class mail at least seven (7) days before the meeting. In addition, if a written staff or consultant's report on the schedule of rates or the proposed increase is prepared for consideration of the legislative body, the clerk shall mail a copy of the report by first class mail to the grantee at least three (3) days before the meeting at which the legislative body shall first consider the schedule of rates or the proposed increase.

(Ord. No. C-413, § 1, 11-15-93)

After a grantee has filed its existing schedule of rates or a proposed increase in such rates, the existing schedule of rates will remain in effect or the proposed increase in rates will become effective after thirty (30) days from the date of filing under section 9-254 above, unless the legislative body (or other properly authorized body or official) tolls the thirty-day deadline pursuant to 47 CFR section 76.933 by issuing a brief written order, by resolution, or otherwise, within thirty (30) days of the date of filing. The legislative body may toll the thirty-day deadline for an additional ninety (90) days in cases not involving cost of service showings and for an additional one hundred fifty (150) days in cases involving cost of service showings.

(Ord. No. C-413, § 1, 11-15-93)

If a written order has been issued pursuant to section 9-258 and 47 CFR section 76.933 to toll the effective date of existing rates for the basic service tier and associated equipment or a proposed increase in these rates, the grantee shall submit to the township additional information required or requested pursuant to section 9-254. In addition, the legislative body shall hold a public hearing to consider the comments of interested persons within the additional ninety-day or one hundred fifty-day period, as the case may be. The township clerk shall publish a public notice of the public hearing in a newspaper of general circulation within the township, which shall state:

(1)

The date, time and place at which the hearing shall be held;

(2)

Interested parties may appear in person, by agent or by letter at such hearing to submit comments on or objections to the existing rates or to the proposed increase in rates; and

(3)

Copies of the schedule of rates or the proposed increase in rates and related information (except those parts which may be withheld as proprietary) are available for inspection or copying from the office of the clerk. The public notice shall be published not less than fifteen (15) days before the hearing. In addition, the clerk shall mail by first class mail a copy of the public notice to the grantee not less than fifteen (15) days before the hearing.

(Ord. No. C-413, § 1, 11-15-93)

Following the public hearing, the legislative body shall cause a report to be prepared for the legislative body which shall, based upon the record, include a recommendation for the decision of the legislative body pursuant to section 9-260. The township clerk shall mail a copy of the report to the grantee by first class mail not less than twenty (20) days before the legislative body acts under section 9-260. The grantee may file a written response to the report with the township clerk. If at least ten (10) copies of the response are filed by the grantee with the clerk within ten (10) days after the report is mailed to the grantee, the clerk shall forward it to the legislative body.

(Ord. No. C-413, § 1, 11-15-93)

The legislative body shall issue a written order, by resolution or otherwise, which in whole or in part approves the existing rates for basic cable service and associated equipment or a proposed increase in such rates, denies the existing rates or proposed increase, orders a rate reduction, prescribes a reasonable rate, allows the existing rates or proposed increase to become effective subject to refund, or orders other appropriate relief in accordance with the FCC Rules. If the legislative body issues an order allowing the existing rates or proposed increase to become effective subject to refund, it shall also direct the grantee to maintain an accounting pursuant to 47 CFR section 76.933. The order specified in this section 9-257 in all cases not involving a cost of service showing. The order shall be issued within one hundred fifty (150) days after the tolling order under section 9-257 in all cases involving a cost of service showing.

(Ord. No. C-413, § 1, 11-15-93)

The legislative body may order a refund to subscribers as provided in 47 CFR section 76.942. Before the legislative body orders a refund to subscribers, the township clerk shall give at least seven (7) days' written notice to the grantee by first class mail of the date, time and place at which the legislative body shall consider issuing a refund order and shall provide an opportunity for the grantee to comment. The grantee may appear in person, by agent or by letter at such time for the purpose of submitting comments to the legislative body.

(Ord. No. C-413, § 1, 11-15-93)

Any order of the legislative body pursuant to sections 9-260 or 9-261 shall be in writing, shall be effective upon adoption by the legislative body and shall be deemed released to the public upon adoption. The clerk shall publish a notice of any such written order in a newspaper of general circulation within the township which shall summarize the written decision and state that copies of the text of the written decision are available for inspection or copying in the clerk's office. In addition, the clerk shall mail a copy of the text of the written decision to the grantee by first class mail.

(Ord. No. C-413, § 1, 11-15-93)

In addition to rules promulgated pursuant to section 9-254, the legislative body may, by resolution or otherwise, adopt rules and regulations for basic cable service rate regulation proceedings, including, without limitation, the conduct of hearings; provided, that all such rules and regulations shall be consistent with the Act and the FCC Rules.

(Ord. No. C-413, § 1, 11-15-93)

The failure of the township clerk to provide notices and/or mail copies of reports as required in this article shall not invalidate the decision or proceedings of the legislative body.

(Ord. No. C-413, § 1, 11-15-93)

In addition to the requirements of this article, the legislative body may hold additional public hearings upon such reasonable notice as the legislative body, in its sole discretion, shall determine.

(Ord. No. C-413, § 1, 11-15-93)

The township shall possess all powers conferred by the Act, the FCC Rules, the franchise agreement and all other applicable law. The powers exercised pursuant to the Act, the FCC Rules and this article shall be in addition to powers conferred by law or otherwise. The township may take any action not prohibited by the Act and the FCC Rules to protect the public interest in connection with basic cable service rate regulation.

(Ord. No. C-413, § 1, 11-15-93)

Subject to applicable law, a failure to comply with the Act, the FCC Rules, any orders or determinations of the township pursuant to this article, any requirements of this article, or any rules and regulations established under this article shall be deemed to be a material violation of this chapter.

(Ord. No. C-413, § 1, 11-15-93)

(a)

Authority to grant franchises. The governing body of West Bloomfield Township, Michigan, pursuant to applicable federal and state law, is authorized to grant one or more nonexclusive franchises to construct, operate, maintain, and reconstruct cable systems within the community.

(b)

Findings. The governing body of the community finds that cable service has become an integral part of its citizens' lives and that evolving cable systems utilizing a broadband communications platform have the potential to play an even more dramatic role in the future, providing great benefits and advanced capabilities to the community. Over the years the community has enjoyed a productive relationship with its existing cable provider and finds that a continued spirit of cooperation and mutual respect between the grantor and the incumbent provider, as well as any new competitive cable operators, is essential for the community to realize the full potential of those benefits. The governing body finds that it has a legitimate and vital role to play in ensuring that cable services provided hereunder serve the residents of the community and that all operators comply with or exceed the requirements of this article and any franchise executed pursuant to its terms. The governing body further finds that the public convenience, safety, and general welfare can best be served by establishing regulatory powers that are vested in the governing body or such persons as it designates.

(c)

Statement of intent. It is the intent of this article to provide for and specify the means to attain the best possible cable service for residents of the community and any franchises issued pursuant to this article shall be deemed to include this finding as an integral part thereof.

(Ord. No. C-591, Art. 1, § 1.1, 9-18-00)

This article shall be known and may be cited as the "Master Cable Services Regulatory Ordinance."

(Ord. No. C-591, Art. 2, 9-18-00)

For the purpose of this article, the following terms, phrases, words and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future tense, words in the plural number include the singular number, and words in the singular number include the plural number. The words "shall" and "will" are mandatory and "may" is permissive. Words not defined shall be given their common and ordinary meaning.

Basic cable service means any cable service tier that includes the lawful retransmission of local television broadcast signals and any public, educational, and governmental access programming required by this article or a franchise agreement to be carried on the basic tier. Basic cable service as defined herein shall be consistent with 47 U.S.C. § 543(b)(7) (1997).

Cable Act means the Cable Communications Policy Act of 1984, Pub. L. No. 98-549, (codified at 47 U.S.C. §§ 521—611 (1982 and Supp. V. 1987) as amended by the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, and the Telecommunications Act of 1996, Pub. L. No. 104-104 (1996) as may, from time to time, be amended.

Cable internet service means any cable service offered by a grantee whereby persons receive access to the internet through the cable system.

Cable service or service means:

(a)

The one-way transmission to subscribers of (i) video programming [and] (ii) other programming service.

(b)

Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service;

(c)

For purposes of this article, unless otherwise prohibited under applicable federal law, cable internet service shall be considered cable service.

Cable television system or cable system means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide cable service to multiple subscribers within the franchise area, but such term does not include:

(a)

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

(b)

A facility that serves subscribers without using any public right-of-way; or

(c)

A facility of a common carrier which is subject, in whole or in part, to the provisions of 47 U.S.C. §§ 201—226, except that such facility shall be considered a cable system to the extent such facility, whether on a common carrier basis or otherwise, is used in the transmission of video programming directly to subscribers

Channel means a portion of the electromagnetic radio spectrum (or fiber optic capacity) that is used in a cable system and which is capable of delivering a television channel, as that term is defined by the FCC's regulations. Consistent with future changes in technology and/or applicable law, the parties may mutually agree to a different definition in an individual franchise agreement.

Complaint means any oral, written or electronic communication by a resident which shall be reduced to writing by a grantee, including to a computer form, expressing dissatisfaction with any nonprogramming aspect of the grantee service or operation of the system.

Converter means an electronic device that converts signals to a frequency not susceptible to interference within the television receiver of a subscriber and, through the use of an appropriate channel selector, permits a subscriber to view all authorized subscriber signals delivered at designated converter dial locations.

Drop means the cable or cables that connect the users of the system to the distribution system in order to receive service.

Educational access channels means:

(a)

Channels specially designated for educational access programming use; and

(b)

Facilities and equipment necessary for the use of such channels.

Effective date means the date a franchise becomes effective after both parties have executed a franchise agreement, in accordance with the terms of the franchise and the specific rules and procedures of the grantor with respect to adoption of ordinances and agreements.

FCC means the Federal Communications Commission.

Franchise means the rights and obligations extended by the grantor to a person to own, lease, construct, maintain, or operate a cable system in the right-of-way within the franchise area for the purpose of providing cable services. Any such authorization, in whatever form granted, shall not mean or include: (i) any other permit or authorization required for the privilege of transacting and carrying on a business within the community required by the ordinances and laws of the community; (ii) any permit, agreement, or authorization required in connection with operation construction in the right-of-way including, without limitation, permits and agreements for placing devices on or in poles, conduits, or other structures, whether owned by the community or a private utility, or for excavating or performing other work in or along the right-of-way.

Franchise agreement means a franchise granted pursuant to this article.

Franchise area means the entire geographic area within the community as it is now constituted or may in the future be constituted.

Franchise fee means any tax, fee, or assessment of any kind imposed by the grantor or other governmental entity on a grantee solely because of its status and activities as such. The term "franchise fee" does not include: (i) any tax, fee, or assessment of general applicability (including any such tax, fee, or assessment imposed on both utilities and cable operators or their services but not including a tax, fee, or assessment that is unduly discriminatory against cable operators or cable subscribers); (ii) capital costs that are required by a franchise agreement to be incurred by a grantee for PEG access equipment and facilities; (iii) costs associated with the construction and operation of an I-Net; (iv) requirements or charges incidental to the award or enforcement of a franchise, including payments for bonds, security funds, letters of credit, insurance, indemnification, compliance audits, penalties, or liquidated damages; or (v) any fee imposed under Title 17 of the United States Code.

Governing body means the City Council or Township Board, whichever applies.

Government access channels means:

(a)

Channels specially designated for governmental access programming use; and

(b)

Facilities and equipment necessary for the use of such channels.

Grantee means a person who is granted a franchise or that person's agents, employees, lawful successors, transferees, or assignees.

Grantor means the governing body of the community and its successors, or its delegates acting within the scope of their jurisdiction.

Greater West Bloomfield Communities means the cities of Keego Harbor, Orchard Lake, Sylvan Lake and West Bloomfield Township.

Gross revenues means any revenue derived directly or indirectly by a grantee from the operation of its cable system to provide cable service, within the franchise area, including revenues received by its affiliates, subsidiaries, parent, or any other person, in which a grantee has a financial interest of five (5) percent or more, where such revenue in the ordinary course of business should have been paid to grantee. By way of illustration and not limitation, this definition would include revenue derived from the sale of local cable system advertising time by an affiliate of grantee. Gross revenues shall include, but are not limited to, subscriber revenues from all programming tiers; premium services; pay per view programming; program guides; forfeited deposits; installation, reconnection and service call fees; franchise fees collected from subscribers; leased channel access fees; converter rentals; fees for cable internet service as defined in this article (unless it is determined under applicable law that inclusion of such revenues is prohibited); home shopping revenues; all cable service lease payments for the use of the cable system; and payments or other consideration received by the grantee from programmers for carriage of programming on the cable system and accounted for as revenue under GAAP. The term does not include taxes on services furnished by a grantee and imposed directly upon any subscriber or user by federal, state, or local law and collected by grantee on behalf of such governmental unit, or amounts collected from subscribers for public, educational and government access.

Institutional network or I-Net means capacity or fibers from both within the primary cable network and/or separately constructed networks that is dedicated to governmental, educational and other publicly funded users for two-way, broadband communications, and may include equipment required to make the capacity available including, but not limited to, fiber, coaxial cable, switching, routing, transmitting and receiving equipment necessary for the use of the network, as may be specified in an individual franchise agreement.

Lockout device means a mechanical or electrical accessory to a subscriber's terminal that inhibits the video or audio portions of a certain program or certain channel(s) provided by way of a cable system.

Noncommercial means channels or programming that are operated on a not-for-profit basis.

Normal business hours means those hours during which most similar businesses in the community are open to serve customers. In all cases, normal business hours must include some evening hours, at least one night per week, and some weekend hours.

Normal operating conditions means any and all situations or conditions that are ordinarily within the control of a grantee. Those conditions that are not within the control of a grantee include, but are not limited to, natural disasters; civil disturbances; power outages; telephone network outages; and severe or unusual weather conditions. Those conditions which are ordinarily within the control of the grantee include, but are not limited to, management or corporate decisions; employee conduct; staffing levels; special promotions; pay-per-view events; rate increases; regular peak or seasonal demand periods; and maintenance, repair or upgrade of the cable system.

Other programming service means information that a grantee makes available to all subscribers generally.

Person means any corporation, partnership, proprietorship, individual, organization, governmental entity or any natural person.

Public access channels means:

(a)

Channels specially designated for noncommercial public access programming use; and

(b)

Facilities and equipment necessary for the use of such channels.

Reports means documents provided to grantor for review.

Renewal means a new franchise granted to an existing cable operator.

Resident means any person residing in the franchise area.

Right-of-way means the surface and space above and below any real property in which the grantor has an interest in law or equity, whether held in fee, or other estate or interest, or as a trustee for the public, including, but not limited to, any public street, boulevard, road, highway, freeway, lane, alley, court, sidewalk, parkway, swale, river, tunnel, viaduct, bridge, park, or any other place, area, easements, rights-of-way and similar public property and areas or real property owned by or under the control of the grantor.

Service interruption means the loss of picture or sound on one or more channels on the system.

Standard installation means any service installation that can be completed using a drop of one hundred twenty-five (125) feet or less.

Subscriber means any person who or which elects to subscribe for any purpose to cable service provided by a grantee by means of, or in connection with, the cable system, and whose premises or facilities are physically wired and lawfully activated to receive cable service from grantee's cable system, including persons who receive cable service without charge according to the terms of the franchise agreement.

System means a grantee's cable system operated pursuant to a franchise agreement within the franchise area.

Trained customer service representatives means knowledgeable employees of the grantee who have the authority and capability while speaking with a subscriber to provide helpful information, and resolve customer requests and problems in a courteous manner.

(Ord. No. C-591, Art. 3, 9-18-00)

(a)

Grounds. In addition to any rights in this article or a franchise agreement, grantor reserves the right to revoke the franchise, and all rights and privileges pertaining thereto, in the event that:

(1)

A grantee substantially and repeatedly violates any material provision of the franchise agreement;

(2)

A grantee attempts to evade any of the provisions of the franchise agreement;

(3)

A grantee practices an act of fraud or deceit upon the grantor; or

(4)

A grantee becomes insolvent, unable or unwilling to pay its debts, or is adjudged bankrupt.

(b)

Procedure:

(1)

Whenever grantor has reason to believe that there may be grounds for revocation of a franchise, grantor shall first notify the grantee in writing of its basis for believing grounds for revocation exist. Such notice shall indicate with reasonable specificity the grounds for revocation that are believed to exist so that the grantee may have a reasonable opportunity to cure or otherwise address the grounds. If a grantee fails to adequately cure or address the purported grounds for revocation within thirty (30) days of such notice, then the governing body may, upon thirty (30) days written notice to the grantee, commence a public administrative hearing to determine whether there exists ground for revocation.

(2)

The administrative hearing shall be conducted so as to protect the full due process rights of the parties and provide for, at a minimum, the right to have counsel, the right to call and cross examine witnesses, if requested the right to a full transcript of the proceedings, and the right to have the matter heard before a mutually agreed upon third party hearing officer.

(3)

After the close of the hearing, the governing body or the designated hearing officer shall issue a written decision based on the record of the proceedings, stating with specificity the findings and reasons supporting the decision.

(4)

Upon revocation, a grantee shall have a period of one hundred twenty (120) days subsequent to the date of the formal adoption of a revocation of the franchise by the governing body within which to file an appeal with a court of competent jurisdiction.

(5)

During the appeal period, the franchise shall remain in full force and effect.

(Ord. No. C-591, Art. 11, §§ 11.1, 11.2, 9-18-00)

(a)

Foreclosure. Upon the foreclosure or other judicial sale of all or a part of a system, or upon the termination of any lease covering all or part of a system, a grantee shall notify grantor of such fact and such notification shall be treated as a notification that a change in control of the grantee has taken place, and the provisions of this article governing the consent to transfer or change in ownership shall apply without regard to how such transfer or change in ownership occurred.

(b)

Receivership. Grantor shall have the right to cancel a franchise agreement one hundred twenty (120) days after the appointment of a receiver or trustee to take over and conduct the business of a grantee, whether in receivership, reorganization, bankruptcy, or other action or proceeding, unless such receivership or trusteeship shall have been vacated prior to the expiration of said one hundred twenty (120) days, or unless:

(1)

Within one hundred twenty (120) days after its election or appointment, the receiver or trustee has fully complied with all the provisions of grantee's franchise agreement and this article and remedied all defaults thereunder; and

(2)

Such receiver or trustee, within said one hundred twenty (120) days, has executed an agreement, duly approved by a court having jurisdiction, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this article and the applicable franchise agreement.

(Ord. No. C-591, Art. 12, §§ 12.1, 12.2, 9-18-00)

(a)

Grantor's right to purchase system upon receipt by grantee of a bona fide offer. Grantor shall be entitled to a right of first refusal of any bona fide offer to purchase the system made to a grantee. Bona fide offer as used in this section means an offer received by a grantee that it intends to accept. The grantor shall have thirty (30) days to notify the grantee of its intent to purchase the system, upon receipt of such notice the grantee shall have thirty (30) days to provide the grantor with all information reasonably necessary for the city to conduct a due diligence with respect to the purchase of the system. Consistent with subsection 9-277(a), the grantor shall notify the grantee in writing within one hundred twenty (120) days of notice of the bona fide offer of its decision whether to purchase the system.

(b)

Purchase by grantor upon termination of franchise term or revocation of franchise. The grantor may, in accordance with and to the extent permitted by 47 U.S.C. § 547, upon the payment of a fair valuation, ascertain, purchase, condemn, acquire, take over, and hold the property and plant of a grantee, in whole or in part, on the following conditions:

(1)

Upon revocation of a franchise, such valuation shall not include any sum attributable to the value of the franchise itself and plant and property shall be valued according to its book value at the time of revocation, or the system's initial cost less depreciation and salvage.

(2)

At the expiration of a franchise agreement, such valuation shall be at fair market value, exclusive of the value attributed to the franchise itself.

(3)

In the event grantor shall terminate a franchise pursuant to the provisions of this article or a franchise agreement, and commenced operation of the system, grantor shall reimburse the grantee for the fair market value of the system.

(Ord. No. C-591, Art. 13, §§ 13.1, 13.2, 9-18-00)

(a)

No grantee shall sell, transfer, lease, assign, sublet, or dispose of, in whole or in part, an interest in or control of a franchise or cable system or any of the rights or privileges granted by a franchise agreement, without the prior consent of the grantor, which consent shall not be unreasonably denied or delayed and may be denied only upon a good faith finding by the grantor that the proposed transferee lacks the legal, technical, or financial qualifications to consummate the transaction and operate the system so as to perform its obligations under this article and the applicable franchise agreement. This section shall not apply to sales of property or equipment in the normal course of business. Consent from the grantor shall not be required for a transfer in trust, mortgage, or other instrument of hypothecation, in whole or in part, to secure an indebtedness, or for a pro forma transfer to a corporation, partnership, or other entity controlling, controlled by, or under common control with a grantee.

(b)

The following events shall be deemed to be a sale, assignment, or other transfer of an interest in or control of a franchise or cable system requiring compliance with this section: (i) the sale, assignment, or other transfer of all or a majority of a grantee's assets; (ii) the sale, assignment, or other transfer of capital stock or partnership, membership, or other equity interests in a grantee by one or more of its existing shareholders, partners, members, or other equity owners so as to create a new controlling interest in a grantee; (iii) the issuance of additional capital stock or partnership membership or other equity interest by a grantee so as to create a new controlling interest in a grantee; and (iv) a grantee's agreement to transfer management or operation of the grantee or the system to an unaffiliated entity. The term "controlling interest" as used herein means majority equity ownership of a grantee.

(c)

Grantor reserves any rights it may have to require that a grantee pay all costs and expenses incurred by grantor in connection with the sale, assignment, or transfer of a franchise, including but not limited to the grantor's costs of reviewing the qualifications of any proposed transferees.

(Ord. No. C-591, Art. 14, § 14.1, 9-18-00)

No grantee shall deny service, deny access, or otherwise discriminate against subscribers, programmers, or general citizens on the basis of race, color, religion, national origin, sex, sexual orientation, disability or age. Every grantee shall strictly adhere to the equal employment opportunity requirements of state and federal law. Each grantee shall comply at all times with all other applicable federal, state, and local laws, and all executive and administrative orders relating to nondiscrimination.

(Ord. No. C-591, Art. 15, 9-18-00)

The grantor reserves the right to regulate rates for basic cable service and any other services offered over the cable system, to the extent permitted by federal or state law. Grantee shall be subject to the rate regulation provisions provided for herein, and those of the Federal Communications Commission (FCC) at 47 C.F.R., Part 76.900, Subpart N. The grantor shall follow the rules relating to Cable rate regulation promulgated by the FCC at 47 C.F.R., Part 76.900, Subpart N.

(Ord. No. C-591, Art. 16, § 16.1, 9-18-00)

(a)

Upon either the expiration or revocation of a franchise, grantor shall have discretion to permit and/or require a grantee to continue to operate the cable system for an extended period of time not to exceed six (6) months from the date of such expiration or revocation. A grantee shall continue to operate the system under the terms and conditions of this article and the applicable franchise agreement and to provide the regular subscriber service and any and all of the services that may be provided at that time.

(b)

The grantor shall have the right to compel continued operation of the cable system whether by the grantee, by a trustee or receiver or by the grantor, and to ensure that such operation is consistent with public interest as determined by a court of competent jurisdiction. The grantee may not remove equipment or documents necessary for continued operation of the system.

(Ord. No. C-591, Art. 16, § 16.2, 9-18-00)

The grantor shall be responsible for the continued administration of this article and all franchise agreements. The grantor may delegate this authority from time to time.

(Ord. No. C-591, Art. 16, § 16.3, 9-18-00)

Grantee shall not be relieved of its obligation to comply with any of the provisions of this article by reason of any failure of the grantor to enforce prompt compliance.

(Ord. No. C-591, Art. 16, § 16.4, 9-18-00)

Other than pursuant to changes in law or the legitimate exercise of the grantor's police powers, agreements entered into pursuant to this article shall only be amended by mutual consent of both parties. Any such amendment must be in writing.

(Ord. No. C-591, Art. 16, § 16.5, 9-18-00)

Any dispute arising with respect to this article or a franchise agreement granted pursuant to it shall be subject to review by the state courts and federal courts sitting in the Eastern District of Michigan.

(Ord. No. C-591, Art. 16, § 16.6, 9-18-00)

If any material section, sentence, phrase, provision, paragraph or term of this article or a franchise agreement adopted pursuant to it, is held by a governmental authority as conflicting with applicable laws now or hereafter in effect, or is held by a court or competent governmental authority to be modified in any way in order to conform to the requirements of any such applicable laws, such provision shall be considered a separate, distinct, and independent part of this article, and, to the extent possible, such holding shall not affect the validity and enforceability of all other provisions hereof.

(Ord. No. C-591, Art. 16, § 16.7, 9-18-00)

All public notices or ordinances required to be published by grantor under this article or any franchise agreement shall be published in the official newspaper of the franchise area. Each grantee shall pay the costs for publication of its franchise agreement and any amendments thereto, as such publication is required or authorized by law.

(Ord. No. C-591, Art. 16, § 16.8, 9-18-00)

It shall be unlawful for any person to construct, operate or maintain a cable system or to provide cable service in the community without a franchise.

(Ord. No. C-591, Art. 4, § 4.1, 9-18-00)

Any franchise granted pursuant to this article shall be nonexclusive. The grantor specifically reserves the right to grant, at any time, such additional franchises for a cable television system or any component thereof, to any other person including itself, as it deems appropriate, subject to applicable federal and state law.

(Ord. No. C-591, Art. 4, § 4.2, 9-18-00)

In the event the grantor grants more than one franchise or similar authorization for the construction, operation, or maintenance of any cable system to a qualified person in a franchise area, the grantor's policy shall be to grant the franchises on terms that are nondiscriminatory and competitively neutral; provided, that nothing herein shall be construed as requiring the use of identical terms or conditions, or limit the enforceability of conditions that are freely negotiated.

(Ord. No. C-591, Art. 4, § 4.3, 9-18-00)

Any franchise shall be valid within the entire franchise area. Unless a franchise agreement specifically states otherwise, every franchise shall apply to the entire territorial area of the community.

(Ord. No. C-591, Art. 4, § 4.4, 9-18-00)

No franchise agreement shall have a term in excess of fifteen (15) years.

(Ord. No. C-591, Art. 4, § 4.5, 9-18-00)

(a)

This article and all franchise agreements shall be construed and enforced in a manner consistent with all applicable federal laws and the laws of Michigan.

(b)

In the event that the federal or state government discontinues preemption in any area of cable service over which it currently exercises jurisdiction in such manner as to expand rather than limit municipal regulatory authority, grantor may, if it so elects, adopt rules and regulations in these areas to the extent permitted by law.

(c)

Grantee's rights are subject to the police powers of the grantor to adopt and enforce ordinances necessary to the health, safety, and welfare of the public. Grantee shall comply with all applicable general laws and ordinances enacted by the grantor pursuant to that power.

(d)

The provisions of this article shall apply to all franchises granted or renewed after the effective date of this article. This article shall also apply to all existing franchises, to the extent not inconsistent with the terms of any such franchise or applicable law. In the event of any conflict between the terms and conditions of a franchise agreement and the provisions of this article, and other generally applicable regulatory ordinances of the grantor, the specific terms of the franchise agreement shall control. A franchise agreement (including all of grantee's particular rights, powers, protections, privileges, immunities and obligations associated therewith as the same exist on the date hereof) shall constitute a legally binding contract between the grantor and grantee, and as such, cannot be amended, modified or changed by the grantor without the consent of grantee in any manner whatsoever, whether by ordinance, rule, regulation or otherwise, to impose on grantee more stringent or burdensome requirements or conditions; provided, however, that nothing herein contained shall preclude the grantor from the proper exercise of its police powers, or its powers of eminent domain.

(e)

In the event of a change in state or federal law which by its terms would require the grantor to amend this article, the parties may modify the existing franchise in a mutually agreed upon manner.

(f)

Grantee shall not be relieved of its obligation to comply with any of the provisions of this article or a franchise agreement by reason of any failure of the grantor to enforce prompt compliance.

(Ord. No. C-591, Art. 4, § 4.6, 9-18-00)

(a)

In addition to any rights specifically reserved to grantor by this article or a franchise agreement, grantor reserves to itself every right and power that is required to be reserved by a provision of any other ordinance or under any other franchise.

(b)

Grantor shall have the right to waive any provision of this article or a franchise agreement, except those required by federal or state regulation, if the grantor determines: (1) that it is in the public interest to do so and (2) that the enforcement of such provision will impose an undue hardship on a grantee or the subscribers. To be effective, such waiver shall be evidenced by a statement in writing signed by a duly authorized representative of grantor. Waiver of any provision in one instance shall not be deemed a waiver of such provision subsequent to such instance, nor be deemed a waiver of any other provision of this article or a franchise agreement unless the statement in its final form approved by the grantor so recites.

(Ord. No. C-591, Art. 4, § 4.7, 9-18-00)

(a)

Every grantee shall agree to the terms and provisions of a franchise agreement as negotiated between the grantee and the grantor.

(b)

In addition to those matters required elsewhere in this article to be included in the franchise agreement, each franchise agreement must contain the following express representations by each grantee:

(1)

Grantee accepts and agrees to all of the provisions of this article, as it exists as of the effective date of the grantee's franchise agreement, except as set forth in section 9-296, and any supplementary specifications as to construction, operation, or maintenance of the system which the parties may agree to include in the franchise agreement.

(2)

Grantee has examined all of the provisions of this article and agrees to the terms and conditions herein.

(3)

Grantee recognizes the right of the grantor to adopt such additional regulations of general applicability as it shall find necessary in the exercise of its police power.

(c)

Every franchise agreement shall contain such further conditions or provisions as may be negotiated between the grantor and a grantee, except that no such conditions or provisions shall be such as to conflict with any provisions of state or federal law. In case of such conflict or of any ambiguity between any terms or provisions of a franchise agreement and this article, the provisions of the franchise agreement shall control.

(Ord. No. C-591, Art. 4, § 4.8, 9-18-00)

Any person desiring an initial franchise for a cable system shall file an application with the grantor. A reasonable nonrefundable application fee established by the grantor shall accompany the application. Such application fee shall not be deemed to be "franchise fees" within the meaning of section 622 of the Cable Act (47 U.S.C. § 542), and such payments shall not be deemed to be (i) "payments in kind" or any involuntary payments chargeable against the compensation to be paid to the grantor by grantee, or (ii) part of the compensation to be paid to the grantor by grantee pursuant to this article or a franchise agreement. An application for an initial franchise for a cable television system shall contain, where applicable:

(a)

A statement as to the proposed franchise area;

(b)

Resume of prior history of applicant, including the legal, technical, and financial expertise of applicant in the cable television field;

(c)

List of the partners, general and limited, of the applicant, if a partnership, or the percentage of stock owned or controlled by each shareholder, if a corporation;

(d)

List of officers, directors, and managing employees of applicant, together with a description of the background of each such person;

(e)

The names and addresses of any parent or subsidiary of applicant or any other business entity owning or controlling applicant in whole or in part, or owned or controlled in whole or in part by applicant;

(f)

A current financial statement of applicant verified by a CPA audit or otherwise certified to be true, complete, and correct to the reasonable satisfaction of the grantor;

(g)

Proposed construction and service schedule; and

(h)

Any additional information that the grantor may require for the administration of the franchise.

(Ord. No. C-591, Art. 4, § 4.9, 9-18-00)

(a)

Upon receipt of any application for an initial franchise, such person as the governing body designates shall prepare a report and make his or her recommendations respecting such application to the governing body.

(b)

A public hearing may be held prior to any initial franchise grant, at a time and date approved by the governing body. Within thirty (30) days after the close of the hearing, the governing body shall make a decision based upon the evidence received at the hearing as to whether or not the franchise(s) should be granted, and, if granted, subject to what conditions.

(c)

All applicants for an initial franchise grant shall submit an application fee of ten thousand dollars ($10,000.00) to compensate the grantor for its costs in reviewing, preparing and awarding a franchise, including the costs of outside consultants. Upon grant of a franchise the city may request the payment of an additional fee to the extent that the reasonable costs of the franchise review and negotiation process exceed the initial application fee amount. Consistent with the Cable Act, all such fees shall not constitute or be credited towards a grantee's franchise fee obligations.

(Ord. No. C-591, Art. 4, § 4.10, 9-18-00)

Franchise renewals shall be in accordance with applicable law including, but not necessarily limited to, the Cable Communications Policy Act of 1984, as amended. Grantor and a grantee, by mutual consent, may enter into renewal negotiations at any time during the term of the franchise. Franchise renewal may also arise if there are substantial changes to the contractual relationship between the grantor and the grantee.

(Ord. No. C-591, Art. 4, § 4.11, 9-18-00)

(a)

Since competing or overlapping franchises may encourage the introduction of better cable services and quality at lower prices, the grantor will at all times attempt to accommodate additional entrants. At the same time, it is recognized that the introduction of overlapping systems could have a potential adverse impact on the public rights-of-way, and on the quality and availability of existing services to the public. Accordingly, the grantor shall conduct a hearing to consider the impact that the grant of an additional franchise may have on the community. In considering whether to grant one or more additional franchises, the grantor shall specifically consider, and address in a written report or in the franchise agreement itself, the following issues:

(1)

The positive and/or negative impact of an additional franchise on the community.

(2)

The applicant's intention to support and contribute to community programming as an integral aspect of the cable system.

(3)

The ability and willingness of the specific applicant in question to provide cable services to the entire franchise area which is served by the existing cable operator. The purpose of this subsection is to ensure that any competition which may occur among grantees will be on terms which when taken as a whole do not give a competitive advantage to one grantee over another.

(4)

The amount of time it will take the applicant to complete construction of the proposed system and activate service in the entire franchise area; and, whether the applicant can complete construction and activation of its system in a timely manner.

(5)

The financial capabilities of the applicant and its guaranteed commitment to make the necessary investment to erect, maintain, and operate the proposed cable system for the duration of the franchise term. In order to ensure that any prospective grantee does have the requisite current financial capabilities, the grantor may request equity and debt financing commitment letters, current financial statements, bonds, letters of credit, or other documentation to demonstrate to the grantor's satisfaction that the requisite funds to construct and operate the proposed system are available.

(6)

The quality and technical reliability of the proposed system, based upon the applicant's plan of construction and the method of distribution of signals, and the applicant's technical qualifications to construct and operate such system.

(7)

The experience of the applicant in the erection, maintenance, and operation of a cable television system.

(8)

The capacity of the public rights-of-way to accommodate one or more additional cable systems and the potential disruption of those public rights-of-way and private property that may occur if one or more additional franchises are granted.

(9)

The disruption of existing cable service and the potential that the proposed franchise would adversely affect the residents of the community.

(10)

The likelihood and ability of the applicant to continue to provide competing cable television service to subscribers within the entire franchise area for the duration of the franchise.

(11)

Such other information as the grantor may deem appropriate to be considered prior to granting any competing or overlapping franchise.

(Ord. No. C-591, Art. 4, § 4.12, 9-18-00)

(a)

The grantor may issue a license, easement, or other permit to a person other than the grantee to permit that person to traverse any portion of the grantee's franchise area within the community in order to provide service outside, but not within the community. Such license or easement, absent a grant of a franchise in accordance with this article, shall not authorize nor permit said person to provide cable television service of any type to any home or place of business within the community nor render any other service within the community.

(b)

Such license, easement or permit shall require the payment of fee for occupancy of the public right-of-way to the extent permitted by applicable law.

(Ord. No. C-591, Art. 4, § 4.13, 9-18-00)

(a)

Every grantee shall offer service that meets the current and future needs of the community. The franchise agreement shall include a complete description of system design, and how the system will meet current and future needs of the community. Such service shall, at a minimum, be comparable to services offered by existing providers in the community and surrounding municipalities.

(b)

The franchise agreement shall include provisions to provide for a cooperative periodic review by the grantor and a grantee to evaluate changes in law, technology, or service and reasonable procedures for mutually agreed upon modifications to the franchise agreement, if possible, to incorporate changes identified as desirable or necessary as a result of any such review.

(Ord. No. C-591, Art. 5, § 5.1, 9-18-00)

Every system shall pass by every single-family dwelling unit and multiple-family dwelling unit within the franchise area. Service shall be provided to subscribers in accordance with the schedules and line extension policies specified in the applicable franchise agreement.

(Ord. No. C-591, Art. 5, § 5.2, 9-18-00)

(a)

Every grantee shall provide installation of at least one cable drop, and one outlet, provide monthly basic cable service and the most widely subscribed to cable programming service tier, without charge, to all state-accredited public, private and parochial K—12 schools, public libraries and public buildings specified by the grantor. Drops and outlets for other public buildings that are in addition to the one free drop and outlet required by this section shall be provided by every grantee at the cost of each grantee's time and material. Alternatively, at an institution's request, the institution may add outlets at its own expense, as long as such installation meets the grantee's standards. Following the grantor's designation of additional buildings(s) to receive cable service, a grantee shall complete construction of the drop and outlet within ninety (90) days if the grantor requests construction.

(b)

All such cable service outlets shall not be utilized for commercial purposes. The grantor shall take reasonable precautions to prevent any use of the grantee's cable system in any inappropriate manner or that may result in loss or damage to the system. Users of such outlets shall hold the grantee harmless from any and all liability or claims arising out of their use of such outlets, other than for those claims arising out of improper installation or faulty equipment.

(c)

In instances where the drop line from the feeder cable to the public building exceeds one hundred twenty-five (125) feet, the grantee may charge for the cost of its labor and materials.

(Ord. No. C-591, Art. 5, § 5.3, 9-18-00)

The grantor shall have the right to install and maintain, free of charge, upon the poles and within the underground pipes and conduits of a grantee, any wires and fixtures desired by the grantor to the extent that such installation and maintenance does not interfere with existing operations of a grantee.

(Ord. No. C-591, Art. 5, § 5.4, 9-18-00)

Every grantee shall upgrade its system (herein referred to as the "system upgrade"), if required, as set forth in its respective franchise agreement.

(Ord. No. C-591, Art. 5, § 5.5, 9-18-00)

Grantee may be required to implement "open access" to it's cable system to nonaffiliated internet access service providers if legally permissible under Title VI of the Cable Act.

(Ord. No. C-591, Art. 5, § 5.6, 9-18-00)

(a)

Every grantee shall, to the extent provided in its franchise agreement, make available capacity from its network or dedicated fibers, or provide other support for an institutional network for governmental and educational use. To the extent that a grantee is obligated to provide such support pursuant to its franchise agreement, such obligation will be implemented in a competitively neutral manner, with respect to any other franchises granted after the adoption of this article.

(b)

Every grantee shall provide a channel or channels, or bandwidth capacity, service, and funding, for separate public, educational and governmental (PEG) access channels, as specified in the franchise agreement. All such PEG access channels shall be provided to all subscribers as part of their basic cable service. Every grantee shall make a good faith effort to negotiate with other cable providers in the franchise area and the surrounding area to interconnect its network where feasible in order to facilitate any requirements with respect to shared access programming on a local and regional basis. The city reserves the right to negotiate franchise agreement provisions with respect to the uniform cablecasting of PEG access programming throughout the entire city without respect to the specific cable operator. Oversight and administration of the PEG access channels shall be set forth in the franchise agreement.

(Ord. No. C-591, Art. 6, § 6.1, 9-18-00)

To ensure high quality service on the institutional network and access channels, the results of proof of performance testing throughout the system, including all access channels will be made available to the grantor upon request throughout the term of a franchise agreement. In the event that a complaint is made by a programmer of any access channel, the grantee shall immediately investigate the complaint and determine whether the grantee is in compliance with the technical standards set forth in section 9-332 of this article. The procedures set forth in section 9-333 of this article shall apply with respect to technical testing of access channels.

(Ord. No. C-591, Art. 6, § 6.2, 9-18-00)

(a)

This article incorporates technical standards and establishes customer service practices that a grantee must satisfy. In addition, a grantee shall satisfy any additional or stricter customer service requirements established by FCC regulations, or other federal, state or local law or regulation that may be adopted or amended from time to time.

(b)

Grantee shall provide the grantor with the latest report of testing for compliance with such standards upon request, in the format and with the information which is then required by the FCC.

(Ord. No. C-591, Art. 7, § 7.1, 9-18-00)

The technical standards used in the operation of a system shall comply, at minimum, with the technical standards promulgated by the FCC relating to cable systems pursuant to the FCC's rules and regulations and found in Title 47, §§ 76.601 to 76.617, as may be amended or modified from time to time, which regulations are expressly incorporated herein by reference. The most recent results of any tests required by the FCC shall be made available to the grantor upon request within thirty (30) days of such request.

(Ord. No. C-591, Art. 7, § 7.2, 9-18-00)

(a)

Tests for a system shall be performed periodically in a manner so as to conform with FCC specifications. The tests may be witnessed by representatives of the grantor and written test reports shall be made available upon request for examination to the grantor or its designate. If any test locations fail to meet the performance standards, the grantee shall be required to indicate what corrective measures have been taken and shall have the site retested.

(b)

Grantee shall establish the following procedures for resolving complaints from subscribers about the quality of the cable television service signal delivered to them:

(1)

All complaints shall go initially to grantee.

(2)

All matters not resolved by the grantee within a reasonable period of time, shall at grantee's or the subscriber's option, be referred to the grantor for it to resolve.

(3)

All matters not resolved by grantor shall be referred by the grantor to the FCC for it to resolve.

(Ord. No. C-591, Art. 7, § 7.3, 9-18-00)

Each grantee must provide an emergency alert system consistent with the FCC's emergency alert system rules and a local alert system as provided in the franchise agreement.

(Ord. No. C-591, Art. 7, § 7.4, 9-18-00)

Grantee recognizes the value of programming which enables its subscribers to be knowledgeable, informed, citizens and voters and, although federal law prohibits grantee from being required to do so, grantee will endeavor to include in the basic service, for the life of the franchise, to the extent available, complete coverage of both houses of the United States Congress and coverage of all branches of Michigan Government.

(Ord. No. C-591, Art. 7, § 7.5, 9-18-00)

Every grantee shall either:

(a)

Maintain a customer service office centrally located within the four Greater West Bloomfield communities, which shall be open and staffed during normal business hours with trained customer service representatives, and which will be available for subscribers to pay their bills, pick up and return converter boxes and comparable items and receive information on the grantee and its services; or

(b)

Establish conveniently-located payment drop boxes within the four Greater West Bloomfield communities and shall, upon a subscriber's request and at no charge, exchange subscriber equipment by dispatching a vehicle to a subscriber's home within an appointed window designated by the subscriber.

(Ord. No. C-591, Art. 7, § 7.6, 9-18-00)

(a)

Every grantee shall also maintain a publicly listed local or toll-free telephone number that is available to subscribers twenty-four (24) hours a day, seven (7) days a week. The local or toll-free numbers shall be listed, with appropriate explanations, in the directories published by the local telephone company or companies serving the franchise area.

(b)

Every grantee shall maintain trained customer service representatives on its toll free telephone line who are available to respond to subscriber inquiries on a twenty-four (24) hours a day, seven (7) days a week basis.

(c)

Under normal operating conditions, telephone answer time by a customer service representative or automated response unit, including wait time, shall not exceed thirty (30) seconds from the time the initial connection is made. If a call must be placed on hold or transferred, the additional time for response by a trained customer service representative shall not exceed thirty (30) seconds. Under normal operating conditions, these standards shall be met no less then ninety (90) percent of the time measured on a quarterly basis.

(d)

Under normal operating conditions, subscribers shall not receive a busy signal more than three (3) percent of the time.

(e)

Under normal operating conditions, abandonment rates shall not exceed five (5) percent.

(f)

If a historical record of complaints demonstrates a clear failure on the part of a grantee to comply with the above requirements, the grantor may require the grantee to provide documentation of compliance with the requirements of this section. Any grantee subject to such a documentation requirement shall provide the grantor on a semi-annual basis with reports demonstrating compliance with the above standards.

(1)

The grantee will be deemed in compliance if:

a.

During a semi-annual period each criterion has been met or exceeded; or

b.

If each criterion has been met or exceeded during four (4) consecutive months within the semi-annual period.

(2)

Should the grantee be found to be in noncompliance, the grantor shall notify the grantee in writing and specify the basis for the finding. Upon notification, the grantee shall have thirty (30) days to cure such noncompliance.

(3)

If the grantee, based upon the available data, fails to cure the noncompliance within the thirty-day period, the grantor may commence enforcement procedures.

(Ord. No. C-591, Art. 7, § 7.7, 9-18-00)

(a)

All employees of the grantee, including subcontractors, shall deal politely and courteously with each subscriber, and endeavor to the best of their ability to provide helpful information and solve problems.

(b)

Grantee shall use its best efforts to clearly identify all field personnel through the use of uniforms with the grantee's name and logo clearly visible at all times. Every service vehicle of grantee, its contractors and subcontractors shall be clearly identified as such to the public. Grantee vehicles shall have the grantee's logo and phone number plainly visible; and those of contractors and subcontractors working for the grantee shall have their own name and phone numbers clearly visible as well as markings (such as magnetic door signs) indicating they are under contract to the grantee and grantee's telephone number.

At the time an appointment is scheduled, the grantee shall inform the subscriber of service scheduling and rescheduling procedures, and/or required payments. Under normal operating conditions, each of the following standards must be met no less than ninety-five (95) percent of the time as measured on a quarterly basis:

(a)

Unless requested by the subscriber, a grantee shall perform service calls, installations, and requested changes in service —upgrades, downgrades, equipment changes, disconnections—during normal business hours.

(b)

Standard installations will be performed within seven (7) business days after an order has been placed.

(c)

The appointment window alternatives for standard installations, service calls, and other installation activities, will be within a maximum four-hour time block during normal business hours. Grantees may schedule service calls and other installation activities outside of normal business hours for the express convenience of a subscriber, if so requested.

(d)

No grantee may cancel an appointment with a subscriber after the close of business on the business day prior to the scheduled appointment.

(e)

If a grantee's representative is running late for an appointment with a subscriber and will not be able to keep the appointment as scheduled, the subscriber will be contacted, and if the appointment must be rescheduled, it shall be rescheduled to a time that is convenient for the subscriber.

(f)

In the event access to a subscriber's premises is not made available to grantee's representative when the representative arrives during the established appointment window, the representative shall leave written notification stating the time of arrival and requesting that the grantee be contacted again to establish a new appointment window.

(Ord. No. C-591, Art. 7, § 7.10, 9-18-00)

(a)

Excluding conditions beyond the control of the grantee, every grantee will begin working on service interruptions and outages within a reasonable timeframe but in no event later than twenty-four (24) hours after the service interruption becomes known.

(b)

Work on all other requests for service must begin by the next business day after notification of the problem and must ordinarily be completed within seventy-two (72) hours of the initial request. If for reasons beyond the grantee's control a longer time for the completion of such repairs is necessitated, the grantee shall exercise all due diligence to complete the work in the shortest period of time possible.

(c)

A grantee may intentionally interrupt service only for good cause and for the shortest time possible, including interruption for system upgrade, maintenance and repair. Routine maintenance shall occur at times that affect the fewest number of subscribers, generally between 1:00 a.m. and 6:00 a.m. The grantee shall post notices on the system's channels to advise subscribers in advance of planned service interruptions.

(d)

Upon a subscriber's request, a subscriber shall receive the following for service interruptions of more than twenty-four (24) hours duration: a credit for one day's free service for each day or portion thereof of interruption. A subscriber is entitled to a full refund for any cable system or equipment impairment to a pay per view event.

(e)

No charge shall be made to a subscriber for any service call relating to grantee owned and grantee maintained equipment after the initial installation of cable service unless the problem giving rise to the service request can be demonstrated by grantee to have been caused by the negligence or malicious destruction of cable equipment by the subscriber, or a problem previously established as having been noncable in origin.

(Ord. No. C-591, Art. 7, § 7.11, 9-18-00)

(a)

Grantee shall not terminate residential service for nonpayment of a delinquent account unless at least thirty-five (35) days have elapsed from the due date of subscriber's bill and grantee has provided at least ten (10) days' written notice to the subscriber prior to disconnection, specifying the effective date after which cable services are subject to disconnection.

(b)

Service terminated without good cause must be restored without charge for the service restoration. Good cause includes, but is not limited to, signal leakage, failure to pay, payment by check for which there are insufficient funds, theft of service, abuse of equipment or system personnel, or other similar subscriber actions.

(c)

Upon request, a grantee will allow a subscriber at least fifteen (15) days to resolve a disputed bill or to conduct an investigation concerning a lost payment prior to disconnection. No subscriber may be disconnected for nonpayment if payment of outstanding balances is made before the scheduled date for disconnection, up to and including the last business day before the scheduled disconnection.

(d)

No subscriber may be disconnected due to a grantee's failure to timely or correctly post payments.

(e)

No subscriber may be disconnected outside of normal business hours or on Sundays or holidays.

(f)

Absent extenuating circumstances, a grantee is not required to reconnect a subscriber with an undisputed outstanding balance.

(g)

Grantee may disconnect subscriber premises that are responsible for signal leakage in excess of applicable federal limits. Grantee may effectuate such disconnection without advance notice, provided that the grantee shall immediately notify the subscriber with door tags and/or telephone calls. If the source of the signal leakage is remedied, the grantee shall reconnect the subscriber at no charge. For purposes of this section, use of FCC-approved system navigation devices does not in and of itself constitute signal leakage.

(h)

Subscribers may request disconnection or a downgrade of cable service at any time. The grantee may not impose any charge for service delivered after the scheduled date of disconnection.

(i)

Nothing in this article shall limit the right of a grantee to deny service to any household or individual which has a negative credit or service history with grantee, which may include nonpayment of bills, theft or damage to the grantee's equipment, outstanding balances, or threats or assaults on employees of grantee in the course of their employment. In the event service is denied, the grantee will give notice to the subscriber of the right to contact the appropriate authority, as designated by the city.

(Ord. No. C-591, Art. 7, § 7.11, 9-18-00)

(a)

Notifications to subscribers:

(1)

Every grantee shall provide written information to subscribers and the grantor or its delegate on each of the following topics at the time of installation of service, at least annually to all subscribers, and at any time upon request:

a.

Product and services offered;

b.

Prices and options for programming services and conditions of subscription to programming and other services;

c.

Installation and service maintenance policies including, when applicable, information regarding the subscriber's home wiring rights and information describing ownership of internal wiring during the period service is provided;

d.

Instructions on how to use the cable services;

e.

Instructions on how to place a service call;

f.

Channel positions of programming carried on the system; billing and complaint procedures, including the address and telephone number of the grantor or it's designated representative.

g.

A copy of the service contract if any.

(2)

Subscribers and the grantor, or its delegate, will be notified of any changes in rates, programming services or channel positions as soon as possible in writing. Notice must be given to subscribers a minimum of thirty (30) days in advance of such changes if the change is within the control of the grantee. If permitted by law, the grantor may waive the thirty-day period. In addition, every grantee shall notify subscribers thirty (30) days in advance of any significant changes in other information required by this section. Notwithstanding the foregoing or any provision of this article to the contrary, a grantee shall not be required to provide prior notice of any rate change that is the result of a regulatory fee, franchise fee, or any other fee, tax assessment, or change of any kind imposed by any government entity on the transaction between the grantee and the subscriber.

(b)

Billing:

(1)

The organization and format of all bills must be developed in accordance with industry standards.

(2)

Bills must be clear, concise, and understandable. Bills must be fully itemized, with itemizations including, but not limited to, basic and premium service charges and equipment charges.

(3)

Bills must clearly show a specific payment due date.

(4)

If a grantee chooses to itemize, as a separate line item on bills, franchise fees or other government imposed fees attributable to the total bill, such fees must be shown in accordance with any applicable law concerning the grantee's ability to itemize such fees.

(5)

Bills must also clearly delineate all activity during the billing period, including optional charges, rebates, and credits. Nothing in this section prohibits or restricts a grantee from offering packages of programming to subscribers and to identify such packages on the subscriber bill.

(6)

A grantee may not engage in the practice of "negative option" billing, and will not charge a subscriber for any service which the subscriber has not affirmatively requested.

(7)

In case of a billing dispute, a grantee must respond in writing to a complaint from a subscriber within thirty-five (35) days.

(c)

Late Payment for cable service. Late payment fees shall be fair and shall be reasonably related to the grantee's cost of administering delinquent accounts.

(d)

Construction and outages. The grantee shall post notices on the local origination channels and appropriate system channels, and may make use of local advertising availabilities on programming channels, to advise subscribers in advance of planned construction or maintenance that will cause or is likely to cause significant service interruptions.

(Ord. No. C-591, Art. 7, § 7.12, 9-18-00)

(a)

Refund checks will be issued promptly, and in no instance later than either:

(1)

The subscriber's next billing cycle following the resolution of the request or thirty-five (35) days, whichever is earlier; or

(2)

On return of equipment owned by grantee if service is discontinued.

(b)

Credits for service will be issued as soon as reasonably possible, but in no instance later than two (2) billing cycles following a determination that a credit is warranted.

(c)

The refund and credit provisions provided for in this section do not alter a grantee's responsibility to subscribers under any separate contractual agreement or relieve a grantee of any other liability.

(Ord. No. C-591, Art. 7, § 7.13, 9-18-00)

Grantees shall at all times comply with all applicable federal subscriber privacy requirements codified at 47 U.S.C. § 551, which is incorporated herein by reference as it now exists or may in the future be amended.

(Ord. No. C-591, Art. 7, § 7.14, 9-18-00)

(a)

Subject to the privacy provisions of 47 U.S.C. § 551 et seq. every grantee shall prepare and maintain computer records, capable of reproduction in written form, of all complaints made to the grantor and the resolution of such complaints, including the date of such resolution. Such computer records shall be maintained at the office of each grantee for a period of at least two (2) years. Every grantee shall make available to grantor a written summary of such complaints and their resolution upon request.

(b)

All subscriber complaints communicated directly to the grantor or the Greater West Bloomfield Cable Advisory Board shall be initially referred to the grantee for investigation and resolution. If a subscriber is not satisfied with grantee's response to a complaint, contacts the grantor and grantor refers such complaint to grantee for resolution, then within five (5) business days grantee shall investigate (including attempting to contact the subscriber) and respond to the grantor in writing as to its resolution of same.

(Ord. No. C-591, Art. 7, § 7.15, 9-18-00)

(a)

Every grantee shall make available to any subscriber upon request a lockout device for blocking both video and audio portions of any channel(s) of programming entering the subscriber's premises. Such device shall be provided at no charge, except to the extent that federal law specifically provides otherwise. The grantee may, however, require a reasonable security deposit for the use of such a device.

(b)

Upon request by a subscriber, without charge beyond the cost of a trap and necessary truck roll, the grantee shall entirely block such subscriber from receiving both the audio and video portion of any channel(s) specified by the subscriber.

(Ord. No. C-591, Art. 7, § 7.16, 9-18-00)

(a)

Grantee shall make converters and associated equipment necessary for subscribers to receive service available to all subscribers.

(b)

If a subscriber's converter box or other customer premises equipment is lost or destroyed by fire, tornado, building collapse or otherwise such that the premises are not habitable, grantee shall refund any deposit for such equipment and shall not charge the subscriber for replacement equipment.

(Ord. No. C-591, Art. 7, § 7.17, 9-18-00)

Upon request, grantee shall provide subscribers with a periodic (e.g., monthly) written or electronic program guide listing the specific programs available on the system, their times and (when applicable) ratings.

(Ord. No. C-591, Art. 7, § 7.18, 9-18-00)

Every grantee which conducts a subscriber survey that includes any subscribers who reside in the community boundaries of grantor, shall provide grantor with the results of such survey, to the extent it determines that the results of such surveys are not confidential. Should grantor desire to conduct a subscriber survey, it shall provide the survey instrument to each grantee, which shall, at no cost to grantor, include the survey in all subscribers' monthly billing statements. The survey shall be limited to one page, letter size, front and back, and produced to fit in the statement mailing. Such inclusion shall be limited to once annually for the life of the franchise.

Upon the request of mobility-limited subscribers, a grantee shall arrange for delivery, pickup, exchange, or replacement of converters or other equipment at the subscriber's address, or by the use of a satisfactory equivalent means such as provision of a pre-paid postage mailer.

(Ord. No. C-591, Art. 7, § 7.20, 9-18-00)

In addition to free outlets, free cable service or services otherwise required by the franchise, grantee shall provide one service outlet (which shall be at a location specified by grantor) that shall receive without charge all programming (and any other cable services) provided by grantee, including services of a premium, pay per view or other nature. Such service shall be provided in such a manner that the board may monitor the programming and use of the cable system for compliance with the franchise, this article, FCC technical standards, and applicable state and federal law. The services provided pursuant to this requirement shall be in a secure office location, and not in a location open to public viewing.

(Ord. No. C-591, Art. 7, § 7.21, 9-18-00)

Prior to commencing any construction in the franchise area, a grantee must obtain all necessary permits and licenses required by federal, state and local laws, ordinances and rules, and pay all associated fees. Further, a grantee shall comply with all applicable laws, ordinances, rules, and standards relating to the construction, operation and maintenance of a cable television system. Specifically, every grantee must comply with all of the applicable requirements of the grantor's "Right-of-Way Regulation Ordinance, Ordinance No. _______ (hereinafter referred to as "Right-of-Way Ordinance") which is hereby incorporated by reference as if set out in full. Any and all construction and installation in or along the right-of-way shall be performed pursuant to a schedule submitted to and approved by the governing body's engineer and shall be done in a good and workmanlike fashion in accordance with recognized construction industry standards.

(Ord. No. C-591, Art. 8, § 8.1, 9-18-00)

In addition to the applicable permitting and construction requirements of the Right-of-Way Ordinance, every grantee is also required at a minimum, and without limitation, to adhere to all building, electrical and zoning codes currently or hereafter in force in the franchise area. The construction, installation, and maintenance of the cable system shall also be effectuated by grantee in a manner that is consistent with the laws, ordinances and construction standards of the State of Michigan, the Occupational Safety and Health Administration, the National Electrical Safety Code, National Electrical Code and the FCC, to the extent applicable, as well as all other applicable laws, rules, regulations and ordinances that may be modified or amended from time to time pursuant to the grantor's lawful police powers. All open connections on splitters, couplers and other devices shall be properly terminated.

(Ord. No. C-591, Art. 8, § 8.2, 9-18-00)

Consistent with the Right-of-Way Ordinance, all of grantee's construction, installation, operation, repair and maintenance, and the arrangement of its lines, cables and other appurtenances, on both public and private property, shall be conducted in such a manner as to cause minimum interference with the rights and reasonable convenience of the public, public utilities and any property owners that may be affected. In the event of any such interference, the grantor may require the removal of grantee's lines, cables and appurtenances from the public rights-of-way in question, at the sole expense of the grantee.

(Ord. No. C-591, Art. 8, § 8.3, 9-18-00)

Grantee shall promptly repair and restore any private property which may be damaged as a result of the construction, installation, operation, repair or maintenance of the cable system. Any such property damaged or destroyed shall be promptly repaired and restored by grantee, at grantee's sole cost and expense and to the reasonable satisfaction of the property owner, to its condition immediately prior to being damaged or shall be replaced by grantee with equivalent property.

(Ord. No. C-591, Art. 8, § 8.4, 9-18-00)

During the term of its franchise, the grantee shall at its sole expense and cost maintain and repair its facilities, and if at anytime during the term of the franchise the grantee fails to maintain and/or repair its facilities occupying the right-of-way to the satisfaction of the grantor, the grantor shall send a written notice to grantee advising it that it has fourteen (14) days to remedy the defective condition, and if the condition is not corrected within this time period the grantor is entitled to perform said maintenance and repair, or remove the facilities, and bill the grantee for the excess costs of such work, which the grantee shall be required to pay the grantor within thirty (30) days or the grantor may declare the grantee in default of the requirements of the Right-of-Way Ordinance and its franchise agreement.

(Ord. No. C-591, Art. 8, § 8.5, 9-18-00)

Grantee shall not erect, for any reason, any pole on or along any public way in an existing aerial utility system. If additional poles in an existing aerial route are required, grantee shall negotiate with the utility for the installation of the needed poles. Any such addition shall require the advance written approval of the grantor. Grantee shall negotiate the lease of pole space and facilities from the existing pole owners for all aerial construction, under mutually acceptable terms and conditions.

(Ord. No. C-591, Art. 8, § 8.6, 9-18-00)

Nothing in this article shall be construed to prevent the grantor from constructing storm or sanitary sewers, grading, paving, repairing or altering any public rights-of-way, or laying down, repairing or removing water mains or gas lines, traffic signal control systems, grantor fiber plant, or constructing or establishing any public utility or other public work that the grantor may operate or undertake now or in the future. All such work shall be done, insofar as practicable, in such manner as not to obstruct, injure or prevent the free use and operation of poles, wires, conduits, conductors, pipes or appurtenances of grantee. If any such property shall interfere with the construction or repair of any public right-of-way or public improvement, whether it be construction, repair or removal of a sewer or water main, the improvement of any public right-of-way or any other public improvement, then all such property of grantee shall be removed or replaced in such manner as shall be directed by the grantor so that the same shall not interfere with the public works of such grantor. Such removal or replacement shall be at the expense of grantee; provided, however, that nothing in this article shall preclude grantee from seeking reimbursement for removal or replacement costs from any public funds generally available to rights-of-way users for the reimbursement of such costs.

(Ord. No. C-591, Art. 8, § 8.7, 9-18-00)

In those areas within the community where cable system facilities are currently placed underground, all cable system facilities shall remain or be placed underground. In areas where either telephone or electric utility facilities are above ground at the time of installation, grantee may install its cable system facilities above ground, provided that at such time as either electric or telephone utility facilities are placed underground, grantee shall likewise place its cable system facilities underground without cost to the grantor. Nothing contained in this section shall require a grantee to construct, operate and maintain underground any ground-mounted appurtenances.

(Ord. No. C-591, Art. 8, § 8.8, 9-18-00)

(a)

All new trunk and distribution plant which is required to be buried underground pursuant to section 9-367 of this article and which passes under major roadways shall be encased in conduit if directed by the governing body's engineer.

(b)

The grantor shall not be responsible for any cuts or damages to buried or underground facilities of a grantee that are not clearly marked or cannot be located through the Michigan "miss-dig" program.

(c)

Consistent with the Right-of-Way Ordinance, grantee shall provide the grantor detailed strand and trench maps in paper form, and if requested a geographical information system layer in media form acceptable to the grantor that accurately depicts the grantee's new facilities that have been constructed in the right-of-way.

(d)

Grantee shall provide a contact number for the grantor to call in emergency situations requiring an immediate response on the part of the grantor. If the grantee does not properly and effectively identify the precise location of its facilities within one hour of an emergency call from the grantor, the grantor shall not be responsible for damage to the grantees facilities.

(Ord. No. C-591, Art. 8, § 8.9, 9-18-00)

For subscribers requesting connection requiring a drop in excess of one hundred twenty-five (125) feet, grantee shall extend cable service at a rate not to exceed grantee's maximum permitted rate for installation from its main distribution system under FCC rate regulations.

(Ord. No. C-591, Art. 8, § 10, 9-18-00)

Grantee shall have the right to remove, trim, cut and to keep clear of its poles, cables, underground conduits and related equipment the trees in and along the public streets, but, in the exercise of such right, grantee shall not cut such trees to any greater extent that is reasonably necessary for the construction, erection, installation, maintenance and use of cable system equipment. Grantee shall not remove, trim or cut such trees from any public streets without first providing reasonable notice to the grantor of its intention to do so, such notice to be delivered not less than thirty (30) days in advance. The grantee shall compensate the grantor or any private owners of such trees for any damage caused by such trimming.

(Ord. No. C-591, Art. 8, § 8.11, 9-18-00)

Grantee, on the request of the grantor, or any person holding a building permit issued by the grantor, or any permit issued by an appropriate state agency, shall temporarily move its wires, cables, poles or other cable system facilities to permit the moving of large objects, vehicles, buildings or other structures. The expense of such temporary moves shall be paid to grantee by the person requesting the same and grantee shall have the authority to require such payment in advance. Grantee shall be given not less than twenty (20) days' advance notice to arrange for such temporary moves.

(Ord. No. C-591, Art. 8, § 8.12, 9-18-00)

(a)

Grantee shall make available to the grantor the names and addresses of any person, other than the grantee, which performs services pursuant to this article; provided, however, that all provisions of this article remain the responsibility of grantee.

(b)

All provisions of this article and the Right-of-Way Ordinance shall apply to any subcontractors or others performing any work or services pursuant to the provisions of this article or a franchise agreement on behalf of a grantee.

(Ord. No. C-591, Art. 8, § 8.13, 9-18-00)

Nothing contained in this article shall relieve any person from liability arising out of the failure to exercise reasonable care to avoid injuring grantee's facilities while performing any work connected with grading, regarding or changing the line of any public way or with the construction or reconstruction of any sewer or water system or utility system.

(Ord. No. C-591, Art. 8, § 8.14, 9-18-00)

Each grantee shall cooperate with the grantor with respect to grantor's administration of this article and its applicable franchise agreement. Grantor shall have the right to inspect, at any time during normal business hours all books, records, maps, plans, income tax returns, financial statements, service complaint logs, performance test results, and other existing like materials of a grantee that relate to the operation of a grantee's system and that are reasonably necessary, in the grantor's judgement, to grantor's enforcement or administration of this article and/or a franchise agreement. The grantee shall not be required to maintain any books or records for franchise compliance purposes longer than four (4) years, except that grantee shall keep such records necessary to show compliance with franchise fee requirements for six (6) years. Upon request, the grantor will treat designated information disclosed by a grantee as confidential to the extent permissible under state and federal law.

(Ord. No. C-591, Art. 9, § 9.1, 9-18-00)

Copies of all petitions, applications, communications, and reports submitted by each grantee to the FCC, Securities and Exchange Commission, or any other federal or state regulatory commission or agency having jurisdiction in respect to any matters affecting system operations shall be made available to grantor, upon request, within thirty (30) days of such request. Copies of responses from the above regulatory agencies to each grantee likewise shall be made available promptly to grantor upon request.

(Ord. No. C-591, Art. 9, § 9.2, 9-18-00)

(a)

Upon request, each grantee shall make available to grantor, at the end of each of the applicable grantee's fiscal years during the term of a franchise agreement, the following:

(1)

A revenue statement certified by an officer of the grantee or certified public accountant showing, in such detail as acceptable to grantor, the gross revenues of the grantee for the preceding fiscal year.

(2)

A current list of names and addresses of each officer and director and other management personnel of the grantee.

(3)

A copy of all documents that relate to the grantee's system that were filed with any federal, state, or local agencies during the preceding fiscal year and that were not previously filed with grantor.

(4)

A statement of the grantee's current billing practices and charges.

(5)

A copy of the grantee's current subscriber service contract.

(6)

A copy of annual reports, if any, to stockholders for operating company and parent company.

(7)

The above information need not be submitted annually after the first year if there is no change in the information.

(b)

Grantor and its agents and representatives shall have authority to arrange for and conduct an annual audit of and copy the books and records of any grantee that are reasonably necessary to the proper administration and enforcement of this article and any franchise agreement. A grantee shall first be given twenty (20) calendar days notice of the audit, the description of and purpose for the audit, and a description, to the best of grantor's ability, of the books, records, and documents that grantor wants to review.

(Ord. No. C-591, Art. 9, § 9.3, 9-18-00)

(a)

Each grantee shall compile and maintain an index of reports, that shall list all reports, documents, and filings, that it has prepared with respect to the system over the course of the past two (2) years as a result of the requirements of the FCC or this article, including technical system testing, and proof of performance reports and customer service compliance measurements, and shall provide a copy of such index of reports to the grantor upon request.

(b)

Each grantee shall make a copy of any reports or documents listed in the index of reports available to the grantor upon request.

(Ord. No. C-591, Art. 9, § 9.4, 9-18-00)

Upon request, each grantee shall prepare and furnish to grantor, at the times and in the form prescribed, such additional reports with respect to its operations, affairs, transactions, or property, which are reasonable and in the sole discretion of the grantor are necessary for the enforcement of the franchise agreement.

(Ord. No. C-591, Art. 9, § 9.5, 9-18-00)

Grantor guarantees its availability through the Greater West Bloomfield Cable Advisory Board, or other grantor designated entity, to every grantee twenty-four (24) hours a day, seven (7) days a week, for communications from a grantee regarding any aspect of the operation of the cable system. In turn, grantee shall designate a person to act as a liaison to the cities of Keego Harbor, Orchard Lake, Sylvan Lake, and West Bloomfield Township and/or to an agent designated by those four (4) communities. Liaison will be the first and primary point of contact and shall be available at all times to receive information regarding any problems or concerns from the communities or their designated agent in the areas of system operation and customer service. Liaison shall begin attempts to resolve the problem or concern within a reasonable time frame and provide the company's resolution (or proposed resolution) to the communities within seven (7) business days.

(Ord. No. C-591, Art. 9, § 9.6, 9-18-00)

(a)

Every grantee shall at all times employ the standard of care attendant to the risks involved, and shall install and maintain in use commonly accepted methods and devices for preventing failures and accidents that are likely to cause damage, injury, or nuisance to the public or to employees of the grantee.

(b)

Each grantee shall install and maintain its wires, cables, fixtures, and other equipment in accordance with the requirements of all applicable codes and in such manner that they will not interfere with any installations of the grantor or any public utility.

(c)

All lines, equipment, and connections in, over, under, and upon the right-of-way and private property within the franchise area, wherever situated or located, shall at all times be kept and maintained in a safe and suitable condition and in good order and repair.

(d)

Upon completion of any construction, upgrade or rebuild the grantee shall provide the grantor a copy of all strand-and-trench maps.

(Ord. No. C-591, Art. 9, § 9.7, 9-18-00)

(a)

Each grantee shall have authority to promulgate such rules, regulations, terms, and conditions governing the conduct of its business as shall be reasonably necessary to enable the grantee to exercise its rights and perform its obligations under this article and any franchise agreement and to assure uninterrupted service to all of its subscribers; provided such rules, regulations, terms, and conditions shall not be in conflict with the provisions of this article, a franchise agreement, federal, state and/or local law, or any applicable rules and regulations.

(b)

Every grantee shall submit to grantor any subscriber contract form that it utilizes. If no written contract exists, a grantee shall file with the grantor a document completely and concisely stating the terms of the residential subscriber contract offered, specifically including the length of the subscriber contract. The length and terms of any subscriber contract shall be available for public inspection during normal business hours.

(c)

The term of a subscriber contract shall not be for more than twelve (12) months' duration unless after twelve (12) months the contract may be terminated at the subscriber's option with no penalty to subscriber. Nothing in this paragraph shall prohibit a grantee from entering into subscriber contracts by reason of a line extension policy for a term that is longer than twelve (12) months in duration.

(Ord. No. C-591, Art. 9, § 9.8, 9-18-00)

(a)

As compensation for a franchise, and in consideration of permission to use the rights-of-way of the grantor for the construction, operation and maintenance of a cable system within the franchise area, and to defray the costs of regulation, each grantee shall pay to grantor an annual amount equal to five (5) percent of the grantee's gross revenues.

(b)

Payments due grantor under this section shall be computed quarterly, for the preceding quarter, as of March 31, June 30, September 30, and December 31. Each quarterly payment shall be due and payable no later than forty-five (45) days after the dates listed in the previous sentence. Within thirty (30) days of the submission of each quarterly franchise fee payment, grantee shall provide upon grantor's request a qualified and knowledgeable representative to meet with designated representatives of the grantor to discuss the payment. Grantee's representative shall provide in oral form all relevant facts and information regarding the payment, including the basis for the computation.

(c)

No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim grantor may have for further sums payable under the provisions of this article or a franchise agreement. All amounts paid shall be subject to audit and recomputation by grantor.

(Ord. No. C-591, Art. 10, § 10.1, 9-18-00)

(a)

Whenever grantor has reason to believe that a grantee has violated any provision of a franchise agreement or this article, grantor shall first notify or shall instruct the Greater West Bloomfield Cable Advisory Board or other delegated entity to notify grantee of the violation and demand correction within a reasonable time, which shall not be less than (20) days in the case of the failure of a grantee to pay any sum or other amount due the grantor under a franchise agreement, and thirty (30) days in all other cases. If a grantee fails to correct the violation within the time prescribed, or if a grantee is unable to correct the violation and fails to commence corrective action within the time prescribed and to diligently remedy such violation thereafter, the grantee shall then be given written notice of not less than twenty (20) days of a public hearing to be held before the grantor's governing body or the Greater West Bloomfield Cable Advisory Board or other designee. Said notice shall indicate with reasonable specificity the violation alleged to have occurred.

(b)

At the public hearing, the entity conducting the hearing shall hear and consider all relevant evidence and thereafter render findings and a decision based upon the evidence. Any such hearing must, at a minimum, provide the grantee a full and fair opportunity to be heard.

(c)

In the event the grantor, acting through its governing body or the cable advisory board, finds that a grantee has corrected the violation or promptly commenced correction of such violation after notice thereof from grantor and is diligently proceeding to fully remedy the violation, or that no material violation has occurred, grantor shall, on its own or upon recommendation of the cable advisory board or other designated entity, terminate the proceedings and no penalty or other sanction shall be imposed.

(d)

In the event the grantor finds that a material violation exists and that a grantee has not corrected the same in a satisfactory manner or did not promptly commence and diligently proceed to correct the violation, the grantor may upon thirty (30) days' written notice impose liquidated damages, not to exceed one thousand dollars ($1,000.00) per day, per incident, unless otherwise specified in the franchise agreement.

(e)

If grantor elects to assess liquidated damages, then such election shall constitute grantor's exclusive remedy for a period of sixty (60) days. Thereafter, if a grantee remains in noncompliance, the grantor may pursue any other available remedy. In determining which remedy or remedies for a grantee's violation are appropriate, grantor shall take into consideration the nature of the violation and its impact, the nature of the remedy required in order to prevent further such violations and such other matters as the grantor may deem appropriate.

(f)

In instances of repeated violations of the same kind, whether remedied or not, the grantor may serve special notice outlining additional remediation requirements. Failure to cure, as measured by repeated instances of the same violation, may be considered as evidence of an evasive practice and may lead to revocation under section 9-274.

(Ord. No. C-591, Art. 10, § 10.2, 9-18-00)

Each grantee shall maintain bonds and insurance with the grantor in amounts and in a manner as set forth in the grantee's franchise agreement. Each grantee also shall be required to indemnify the grantor in a manner as set forth in the grantee's franchise agreement.

(Ord. No. C-591, Art. 10, § 10.3, 9-18-00)