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ORDINANCE NUMBER 71 The Village Council of the Village of Strum, do ordain as follows: SECTION I. This ordinance shall be known as the Village of Strum cable television ordinance. SECTION II. This ordinance is adopted pursuant to authority granted by section 3, Article II of the constitution of the State of Wisconsin. SECTION III. The terms and conditions of that franchise which is attached hereto as Exhibit "A" are incorporated within and made a part of this ordinance. SECTION IV. There is hereby granted to Western Wisconsin Communications Cooperative, a Wisconsin Cooperative Association, a franchise to conduct a cable television system within the Village of Strum, Trempealeau County, Wisconsin. The franchise granted to Western Wisconsin Communications Cooperative shall be identical with the franchise which has been marked Exhibit "A" and which is incorporated within the terms of this ordinance. SECTION V. There is hereby created a Regulatory Cable Television board. The purpose of this board shall be to process, investigate and hear complaints of subscribers to the cable television service offered by Western Wisconsin Communications Cooperative. The Regulatory Cable Television board shall be primarily responsible for administering section XII of the above franchise. The Regulatory Cable Television board shall consist of three members who shall be residents of the Village of Strum. They shall be appointed by the Mayor and confirmed by the Village Council. The members so appointed shall serve for a two year term and may be appointed for successive terms. SECTION VI. The initial rates charged to subscribers long with all increases, modifications and changes in the rates will be controlled by the franchisee. SECTION VII. This ordinance shall become effective upon its passage and publication. Passed: July 11, 1977 Published: June 23, 1977 EXHIBIT A Section 1. Introduction; franchise award. The Village of Strum, Trempealeau County, Wisconsin, after reviewing and approving the legal character, financial, technical and other qualifications of Western Wisconsin Communications Cooperative as well as the adequacy and feasibility of its construction arrangements at a public meeting duly held and noticed, does hereby enter into, grant and assign pursuant to Ordinance No. 71, a cable television franchise to Western Wisconsin Communications Cooperative, herein referred to as "Grantee." The Village of Strum is herein referred to as the "Grantor." Section 2. Franchise term and renewal. (a) The Western Wisconsin Communications Cooperative hereinafter called the franchisee, be granted an exclusive franchise for a duration of 15 years, to begin on the fifteenth day after publication of this franchise. (b) This franchise shall expire 15 years from its commencement, subject, however, to the right on the part of franchisee to renew said license for an additional 15 year period upon giving notice of intent to renew said license in writing to the Grantor six months prior to the expiration of the term of this license. (c) The Grantor shall renew this franchise, as provided herein, unless franchisee's rights hereunder have been terminated pursuant to section 18. (d) The parties acknowledge that the length of the renewal period as well as the procedure and terms of renewal were thoroughly reviewed and approved at a public hearing prior to the grant of this franchise. In determining the renewal period of 15 years the Grantor gave consideration to the following: (1) Its low population density. (2) The fact that franchisee is constructing this cable television system entirely from grants and a loan from the United States department of Agriculture, Farmers Home Administration. (3) That the cable television service which will be provided by franchisee would not be feasible unless Grantor and adjoining municipalities cooperated in providing a long-term franchise. (4) That a long-term franchise will aid franchisee in providing cable television to farms in townships adjoining Grantor. The providing of this service will benefit Grantor. (5) That franchisee is owned by its members and has provided for Grantor's residents being represented on its board of Directors. (6) Service by franchisee will enhance educational benefits available in local schools serving residents of Grantor. Section 3. Grant of franchise. There is hereby granted by the Grantor to the franchisee, the right and privilege to construct, erect, operate and maintain, in, upon, along, across, above, over, and under the streets and public places now laid out or dedicated, and all extensions thereof, and additions thereto within the boundaries of Grantor, poles, wires, cables, underground conduits, manholes, and other television conductors and fixtures necessary for the maintenance and operation of a cable television system for the interception, sale, and distribution of television and radio signals or any other service which may legally and technically be provided. Section 4. Basic cable television service. The franchisee shall have six channels initially. The franchisee shall provide such additional channel capacity as may be required in the future by the Federal Communications Commission. Section 5. Franchise territory and extension of service. This franchise and all terms and conditions thereof relate to the present corporate limits of Grantor and to any area henceforth added thereto during the term of this franchise. Section 6. Conditions on street occupancy. (a) All transmission and distribution structures, lines, and equipment erected by the franchisee within the corporate limits of Grantor shall be so located as to cause minimum interference with the proper use of streets, alleys, and other public ways and places, and to cause minimum interference with the rights and reasonable convenience of property owners who adjoin any of the said streets, alleys or other public ways and places. (b) In case of disturbance of any street, sidewalk, alley, public way, or paved area, the franchisee shall, at its own cost and expense and in a manner approved by the village board of Grantor, acting through its authorized officers or employees replace and restore such street, sidewalk, alley, public way, or paved area in as good a condition as existed prior to the commencement of the work involving the disturbance. (c) If at any time during the period of this franchise the Grantor shall lawfully elect to alter or change the grade of any street, sidewalk, alley, or other public way, the franchisee, upon reasonable notice by the Grantor shall remove, relay, and relocate its poles, wires, cables, underground conduits, manholes, and other fixtures, at its own expense. (d) Any poles or other fixtures placed in any public way by the licensee shall be placed in such manner as not to interfere with the usual travel upon such public way. (e) The franchisee shall, on the request of any person holding a building moving permit issued by the Grantor, temporary raise or lower its wires to permit the moving of buildings. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same, and the franchisee shall have the authority to require such payment in advance. The franchisee shall be given not less than 48 hours advance notice to arrange for such temporary wire changes. (f) The franchisee shall have the authority to trim trees upon and overhanging street, alley, sidewalk, and public way and place of the Grantor so as to prevent the branches of such trees from coming in contact with the wires and cables of the franchisee, in a manner approved by and acceptable to the Grantor. At the option of the Grantor, such trimming may be done by it or under its supervision and direction at the expense of the franchisee. (g) In all sections of the Grantor where the cables, wires, or other like facilities of public utilities are placed underground, the franchisee shall place its cables, wires or other like facilities underground to the maximum extent that existing technology reasonably permits the franchisee to do so. Section 7. Permits and construction. (a) Franchisee 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 unless and until first securing the written approval of the village board of Grantor. (b) Whenever franchisee shall not utilize existing poles, conduits, and other facilities, or whenever existing conduits and other facilities shall be located beneath the surface of the streets, or whenever the Grantor shall undertake a program designed to cause all conduits and other facilities to be located beneath the surface of the streets in any area or throughout the corporate limits, in the exercise of its police power or pursuant to the terms hereof, upon reasonable notice to franchisee, any such conduits or other facilities of franchisee shall be constructed, installed, placed or replaced beneath the surface of the streets. Any construction, installation, placement, replacement, or changes which may be so required shall be made entirely at the expense of franchisee. (c) The Grantor shall have the right, free of charge, to make additional use, for any public or municipal purpose, whether governmental or proprietary, of any poles, conduits, or other similar facilities erected, controlled, or maintained exclusively by or for franchisee in any street, provided such use by the Grantor does not interfere with the use by the franchisee. (d) In those areas of the Grantor where the transmission or distribution facilities of the respective public utilities providing telephone, communication and electric services are underground, or are hereafter place underground, the franchisee likewise shall construct, operate and maintain all of his transmission and distribution facilities underground within such area. The term "underground" shall include a partial underground system, provided that amplifiers, power supplies, taps, and similar equipment utilized in connection with the franchisee's transmission and distribution lines may be placed in appropriate housings above and upon the surface of the ground. (e) The franchisee, at its expense, shall protect, support, temporarily disconnect, relocate, or remove any property of franchisee when, in the opinion of the village board of Grantor, the same is required by reason of traffic conditions, public safety, street vacation, street or highway construction, change or establishment of street grade, installation of sewers, drains, water pipes, power lines, signal lines, transportation facilities, tracks, or any other type or manner of structure or improvements made by governmental agencies whether acting in a governmental or a proprietary capacity, or any other structure of public improvement, including, but not limited to, movement of buildings, 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 franchisee shall in all cases have the privilege, subject to the corresponding obligations, to abandon any of its property in place, as herein provided. Nothing hereunder shall be deemed a taking of the property of franchisee, and franchisee shall be entitled to no surcharge or extra compensation by reason of anything hereunder. (f) Upon the failure, refusal, or neglect of franchisee to cause any work or other act required by law or under this ordinance to be properly completed in, on, over, or under any street within any time prescribed therefor, or upon notice given, where no time is prescribed, the village board of Grantor may cause such work or other act to be completed in whole or in part, and upon so doing shall submit to franchisee an itemized statement of the costs thereof. The franchisee shall, within 30 days after receipt of such statement, pay to the Grantor the entire amount thereof. Section 8. Standards of operation. The rules, regulations and standards as legally adopted by the Federal Communications Commission from time to time shall apply to and shall govern the operation of the franchisee hereunder, and are hereby expressly declared to be a part of this franchise chapter. The loan agreement between the Franchisee and Farmers Home Administration, and the regulations of the Farmers Home Administration, are also hereby expressly declared to be a part of this franchise for so long as the United States of America, acting through Farmers Home Administration, has a lien on the cable television system. Section 9. Subscriber rates. The initial rates charged to subscribers along with all increases, modifications and changes in the rates will be controlled by the franchisee. Section 10. Franchisee payments. There shall be no sums charged franchisee by Grantor for the granting of this franchise. In addition, the franchisee shall not be charged for exercising the rights and privileges granted it by this franchise, during the term hereof or any renewal. Section 11. Advance charges and deposits. The franchisee may require subscribers to pay monthly or bi-monthly for basic service in advance at the beginning of each month or bi-monthly period. No other payment or deposit of any kind shall be required by a franchisee for basic subscriber service, except for converters or other equipment supplied or provided by the franchisee, as may be reviewed and authorized by the village board of Grantor. Nothing in this provision shall be construed to prohibit charges for, or waiver of charges, for initial installation or reconnection. Section 12. Disconnection. There shall be no charge for disconnection of any installation or outlet. If any subscriber fails to pay a properly due monthly subscriber fee, or any other properly due fee or charge, the franchisee may disconnect the subscriber's service outlet, provided, however, that such disconnection shall not be effected until 30 days after the due date of said delinquent fee or charge and shall include ten written notice of the intent to disconnect delivered to the subscriber in question. If a subscriber makes full payment within 30 days after payment is due and after notice of disconnection has been given, the franchisee shall not disconnect service. After disconnection, upon payment in full of the delinquent fee or charge and upon the payment or a reconnection charge, the franchise shall promptly reinstate the subscriber's cable service. Section 13. Complaint procedure. (a) The franchisee shall adopt the following local complaint procedure: (1) All subscribers shall be notified in writing of the address and phone number of franchisee's business office. (2) Such subscribers shall also be advised that complaints are to be initially made to franchisee's business office. If a subscriber's complaint is not resolved to his satisfaction within 72 hours after the time such complaint is made, the subscriber shall notify the Galesville clerk of Grantor. (3) Upon being notified of an unresolved complaint the Galesville clerk of Grantor shall schedule a hearing before the Regulatory Cable TV Committee of Grantor. This hearing shall be scheduled upon giving franchisee and subscriber at least 72 hours written notice. This notice shall also specify in detail the complaint to be resolved. (4) If the Regulatory Cable TV Committee finds that the subscribers complaint is meritorious and that franchisee's failure to provide adequate service was not caused by acts of God, strikes, governmental or military action, or other conditions beyond its control it shall enter an order prohibiting franchisee from charging subscriber any or all of the subscriber rates from the date of the subscriber complaint to the Galesville clerk of Grantor until such complaint is corrected. (5) The order under subparagraph 4 above shall also specify the time in which franchisee shall correct the complaint. This procedure shall also provide for the prompt review and approval of the subscribers service after correction by franchise. (6) Upon the Regulatory Cable TV Committee's approving the franchisee's correction of the subscriber's complaint, the franchisee and subscriber shall be notified. The subscriber shall commence paying franchisee his subscriber rates from the dates of such approval. (7) If the Regulatory Cable TV Committee finds that the subscriber's complaint was not meritorious or that the franchisee was not responsible for failing to provide adequate service it shall also notify franchisee and subscriber in writing. Section 14. Liability indemnification and insurance. (a) The franchisee shall indemnify and hold harmless, except for negligence, the Grantor, its officers, boards, commissioners, agents, and employees, against and from any and all claims, demands, causes of action, actions, suits, proceedings, damages, including but not limited to damages arising out of any failure by franchisee to secure consents from the owners, authorized distributors or licensees of programs to be delivered by franchisee's cable television system, costs or liabilities, including costs or liabilities of the Grantor with respect to its employees, of every kind and nature whatsoever, including, but not limited to damages for injury or death or damage to person or property, and regardless of the merit of any of the same, and against all liability to others, and against any loss, cost, and expense resulting or arising out of any of the same, including any attorney's fees, accountant fees, expert witness or consultant fees, court costs, per diem expense, traveling and transportation expense, or other costs or expense for any damages resulting from the operation, construction or maintenance of the system. (b) DEFENSE OF LITIGATION. The franchisee shall, at the sole risk and expense of franchisee, upon demand of the Grantor, made by and through the municipal attorney of Grantor, appear in and defend any and all suits, actions, or other legal proceedings, whether judicial, quasijudicial, 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 such franchise or the granting thereof by the Grantor. (c) PAYMENT OF CLAIMS. The franchisee shall pay and satisfy and shall cause to be paid and satisfied any judgment, decree, order, directive or demand rendered, made or issued against franchisee, the Grantor, its officers, boards, commissions, agents or employees in any of these premises, and such indemnity shall exist and continue without reference to or limitation by the amount of any bond, policy of issuance, deposit, undertaking or other assurance required hereunder, provided that neither franchisee nor Grantor shall make or enter into any compromise or settlement of any claim, demand, cause of action, action, suit, or other proceeding without first obtaining the written consent of the other. (d) INSURANCE REQUIRED. The franchisee shall file with the municipal clerk of Grantor and shall, during the entire term of this franchise, maintain in full force and effect at its own cost and expense each of the following policies of insurance: (1) General comprehensive liability insurance in the amount of one million dollars, together with personal injury liability insurance in the amount of not less than $250,000.00 for injuries, including accidental death, to any one person, and subject to the same limit for each person in an amount not less than $500,000.00 on account of any one occurrence, and property damage liability insurance in an amount not less than $250,000.00 resulting from any one occurrence, and workmen's compensation insurance, provided, however, as follows: a. The Grantor shall be named as an additional insured in all of said insurance policies; and b. Where such insurance is provided by a policy which also covers franchisee or any other entity or person, it shall contain a standard cross-liability endorsement; and c. All insurance, including performance bonds, shall be issued by companies authorized to do business in the state; and d. All insurance required by this agreement shall be and remain in full force and effect for the entire life of this agreement. (2) The franchisee shall not cancel any such insurance policy nor reduce the coverage thereof without prior written notice to the municipal clerk of Grantor at least 15 days in advance. Section 15. Communications and filings with regulatory agencies. Copies of all petitions, applications and communications submitted by the franchisee to the Federal Communications Commission or any other federal or state regulatory commission or agency having jurisdiction in respect to any matters affecting cable television operations authorized pursuant to this franchise, shall also be submitted simultaneously to the Grantor. Section 16. Successors and assignments. (a) This franchise shall run to and bind the Grantor's successors and assigns and the franchisee's successors and assigns of the ownership of the system whether by voluntary conveyance, foreclosure, transfer or other means. (b) The franchisee shall promptly notify the Grantor of any actual or proposed change in, or transfer of, or acquisition by any other party of control of the franchisee or the system. Section 17. Renegotiation. The field of cable communications is a relatively new and rapidly changing field which will, no doubt, see many regulatory, technical, financial, marketing and legal changes during the terms of the franchise period. Therefore, in order to provide for a maximum degree of flexibility in this franchise and to help achieve a continued advanced and modern system for the Grantor, the following renegotiation provisions shall apply during the franchise term: (a) The Grantor and the franchisee shall hold scheduled renegotiation sessions within 30 days of the third anniversary date of the franchise granted hereunder and within 30 days of every third anniversary date thereafter. All such renegotiation sessions shall be open to the public and shall be announced in the Grantor's official newspaper at least ten days before each session. (b) Special renegotiation sessions may be held at any time during the term of the franchise, provided that the Grantor and the franchisee shall mutually agree on the time, place and the topics to be negotiated. All such renegotiation sessions shall be open to the public and shall be announced in the Grantor's official newspaper at least ten days before each session. (c) The following topics shall be discussed at every scheduled renegotiation session: (1) Free or discounted services; (2) Application of new technologies; (3) System performances; (4) Services provided; (5) Programming offered; (6) Customer complaints; (7) Privacy in human rights; (8) Amendments to this franchise; (9) Undergrounding progress; (10) judicial and Federal Communication Commission rulings. (11) Topics in addition to those listed may be added if agreed upon by both parties. Members of the general public may add topics either by working through the negotiating parties or by presenting a petition. If such petition bears the valid signatures of 50 or more subscribers of the system, the proposed topic or topics shall be added to the list of topics to be discussed at the renegotiation session. (d) The Grantor and franchisee acknowledge that cable television service of the kind and quality to be provided by franchisee are being made available to resident of Grantor as a result of a loan from the United States department of Agriculture, Farmers Home Administration. The Grantor acknowledges that its residents would not have the opportunity to receive these services if this loan were not granted or if the franchisee defaulted in its loan payments. Therefore, Grantor agrees that it shall not cause any provision of this franchise to be modified or changed during the term hereof or any renewal without the permission of the Farmers Home Administration while the loan to the Farmers Home Administration is outstanding. Section 18. Revocation. (a) The Grantor reserves the right to terminate this franchise in the event of: (1) Noncompliance by the franchisee with any material provision of this franchise. (2) Violation by the franchise of Federal Communications Commission orders or rulings or the order of ruling of the state or its agencies having jurisdiction over the franchisee which substantially affects franchisee's ability to provide cable TV service unless the franchise is lawfully contesting the legality or applicability of such order or ruling. (b) In the event of a dispute between the Grantor and franchisee as to the existence of franchisee's noncompliance with any material provision of this franchise, the sole and exclusively remedy available to the parties, in lieu of arbitration shall be through the submission of the same to the circuit court having jurisdiction in the county in which Grantor is located for resolution thereof in an action for declaratory judgment pursuant to section 269.56, Wis. Stats. or successor statutes, as the same may be amended from time to time. (c) In the event that Grantor shall decide to terminate this franchise for cause as provided herein, it shall give franchisee and Farmers Home Administration one hundred twenty (120) days written notice of its intention. Farmers Home Administration, upon notice of pending termination of the franchise shall also be given the opportunity to cure any defects on behalf of the franchisee. This notice must designate the corrective action to be taken by franchisee. If during the one hundred twenty (120) day period the cause shall be cured to the satisfaction of the village board of Grantor, such termination proceedings shall immediately become null and void. If during such one hundred twenty (120) day period the corrective action has been commenced and is being actively and expeditiously pursued, such termination proceedings shall be adjourned from time to time until such time as the corrective action is completed. Upon the completion of such corrective action the termination proceedings shall immediately become null and void. (d) In the event corrective action is not completed with such one hundred twenty (120) day period or corrective action is not being actively and expeditiously pursued then the village board of Grantor shall do the following: (1) Schedule a public hearing to hear all persons interested therein. (2) Publish notice of such public hearing in the Grantor's official newspaper at least fourteen (14) days before such meeting. Provide notice of such meeting to franchisee by regular mail at least fourteen (14) days before such meeting. (3) Determine at such public meeting if the failure of franchisee to take the corrective action initially required by village board of Grantor was without just cause or if such failure was with just cause. (4) If the franchisee's failure to take corrective action was with just cause, the village board of Grantor shall direct franchisee to comply with the terms of this franchise within such time and manner and upon such terms and conditions as are just and reasonable. (5) If the franchisee's failure to take corrective action was without just cause, the village board of Grantor may by resolution declare that this franchise be terminated and forfeited unless there be compliance by the franchisee within such period as the village board may fix. (6) If the village board of Grantor shall terminate this franchise, it shall grant franchisee two years from the date on which it ceases operations to remove, at its own expense, all portions of its cable television system from all streets and public ways within corporate limits of Grantor and shall restore said streets and public ways to a condition reasonably satisfactory to the Grantor within such period of time. Section 19. Rights of individuals protected. (a) The franchisee shall not deny service or access or otherwise discriminate against its subscribers, users, or employees on the basis of race, color, religion, national origin or sex. Franchisee shall strictly adhere to the equal employment opportunity requirement of the Federal Communications Commission and the United States department of Agriculture, Farmers Home Administration. The franchisee shall incorporate such requirement in all of its contracts for work relative to construction, maintenance and operation of the cable television system, other than contracts for standard commercial supplies or raw materials, and shall require all of its contractors for such work to incorporate such requirements in all subcontracts for such work. (b) Neither the franchisee nor the Grantor shall tap or monitor or arrange for the tapping or monitoring or permit, either expressly or impliedly, any other person to tap or monitor any cable, line, signal input device, or subscriber outlet or receiver for any purpose whatsoever, without the express permission of the subscriber, provided however, that the franchisee shall be entitled to conduct system-wide or individually addressed "sweeps" for the purpose of verifying system integrity or controlling return-path transmission. (c) The franchisee shall not, without the specific authorization of the subscriber involved, sell, or otherwise make available to any person, lists of the names and addresses of such subscriber, or any list which identifies the viewing habits of any individual subscriber, except as the same is necessary for the construction, marketing, and maintenance of the franchisee's facilities and services hereunder and the concomitant billing of subscribers for said services, or as the same may be necessary to give leased access channel users sufficient and pertinent information to make full use of said leased access channel. The franchise shall not provide information concerning the viewing habits of identifiable individual subscribers to any person, group or organization for any purpose whatsoever. (d) The franchisee shall exercise no control over program content on any of the access channels. (e) Except for matters as to which the Federal Communications Commission holds the cable television system liable, sole and exclusive liability and responsibility for obscenity, defamation, intentional or unintentional tort, or invasion of privacy on any access channel shall rest with the person or group of persons utilizing said access channel and not with the Grantor or franchisee. Section 20. Reporting requirements. The franchisee shall transmit to Grantor, copies of all financial reports it is required to submit to the United States department of Agriculture, Farmers Home Administration. In addition, copies of all written communications received by franchisee from the United States department of Agriculture, Farmers Home Administration, which refer to a violation of franchisees loan agreements with them shall be delivered to Grantor. Section 21. Rights reserved to grantor. (a) The Grantor hereby reserves the right to adopt, in addition to the provisions contained herein and existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of its police power; provided, however, that such regulations, by ordinance or otherwise as provided by law, shall be reasonable and not in conflict with the rights herein granted. (b) The Grantor shall have the right to inspect the books, records, maps, plans, income tax returns, and other like material of the franchisee at any time during normal business hours. (c) The Grantor shall have the right during the life of this franchise to install and maintain, free of charge, upon the poles of the franchisee any wire and pole fixtures necessary for a police alarm system, fire alarm system, traffic control system, or other similar system or systems for other governmental functions, on the condition that such wire and pole fixtures do not interfere with the cable television operations of the franchisee. (d) The Grantor shall have the right to supervise all construction or installation work performed under the provisions of this franchise and to make such inspections as it shall find necessary to ensure compliance with the terms of this franchise and other pertinent provisions of law. Section 22. Arbitration. (a) Any matter which is expressly made arbitrable under the provisions of this franchise or by agreement of the parties, shall be resolved in favor of the party making the determination on such matter, unless arbitration shall be demanded by the other party within 30 days after receipt of written notice of such determination. Notice of such determination or demand for arbitration shall be mailed by certified mail, return receipt requested, and by depositing the same in the United States mail with postage fully paid addressed, as follows, or as the Grantor or franchisee may hereafter designate: Grantor: Village Council Village of Strum 202 - 5th Avenue Strum, Wisconsin 54770 Franchisee: Western Wisconsin Communications Cooperative 625 West Main Street Arcadia, Wisconsin 54612 (b) In the event that arbitration shall be demanded, three arbitrators shall be appointed. One arbitrator shall be appointed by the village board of Grantor, one arbitrator shall be appointed by the franchisee, and the third arbitrator shall be appointed by the other two arbitrators appointed. In the event that the two appointed are unable to agree on the appointment of the third arbitrator, then the presiding judge of the circuit court for the county in which Grantor is located shall appoint the third arbitrator. The arbitrators shall be paid a reasonable sum of money per day for their services as mutually agreed by the franchisee and the Grantor and in the event that agreement is unable to be made, the aforesaid circuit judge shall fix said sum. The expenses of the arbitration and the compensation of the arbitrators shall be borne by the franchisee and the Grantor in such manner as the arbitrators provide in their award. (c) The arbitration award shall be determined by a majority of the arbitrators and shall be binding on the parties. The arbitrators shall follow the rules and procedures of the American Arbitration Association except where in conflict with an express provision of this franchise. Section 23. Compliance with laws and regulations. During the term of this franchise, the franchisee shall comply with all present and future applicable laws, rules and regulations, and all amendments thereto, promulgated by any federal, state, or local authority of competent jurisdiction, including but not limited to the laws, rules, and regulations of the Federal Communications Commission and Public Service Commission of the State of Wisconsin. Section 24. Miscellaneous provisions. (a) The franchisee granted to provide service within the corporate limits of Grantor shall authorize and permit the franchisee to solicit, sell, distribute, and make a charge to subscribers within the corporate limits of Grantor for connection to the cable television system of franchisee, and shall also authorize and permit the franchisee to traverse any portion of such corporate limits in order to provide service outside the corporate limits of the Grantor. (b) Franchisee shall be prohibited from directly or indirectly doing any of the following: (1) Imposing a fee or charge for any service or repair to subscriber-owned receiving devices except for malicious or intentional damage or destruction of its equipment, or for the connection of its services or for the determination by franchisee of the quality of its signal to the recipients thereof. (2) Soliciting, referring, or causing or permitting the solicitation or referral of any subscriber to any specific person or firm engaged in any business herein prohibited to be engaged in by franchisee. (c) If the Federal Communications Commission or the Public Service Commission of the State of Wisconsin or any other federal or state body or agency shall now or hereafter exercise any paramount jurisdiction over the subject matter of the franchise granted under this chapter, then to the extent such jurisdiction shall preempt or preclude the exercise of like jurisdiction by the Grantor, the jurisdiction of the Grantor shall cease and no longer exist. The preemption or preclusion of the exercise by the Grantor of any of its police power shall not diminish, impair, alter, or affect any contractual benefit to the Grantor or franchisee nor any contractual obligation of the franchisee under the franchise issued hereunder. (d) Any and all minimum standards governing the operation of franchisee and any and all maximum rates, ratios, and charges specified herein or in the franchise issued hereunder, existing now and at any time in the future, including such time as any paramount jurisdiction shall preempt or preclude that of the Grantor, and any and all rights, powers, privileges, and authorities of the Grantor to determine, establish, or fix any of the same, are each and all hereby declared by the Grantor and by the franchisee hereunder to be contractual in nature and to be for the benefit of the Grantor. (e) When not otherwise prescribed herein, all matters required to be filed with the Grantor shall be filed with the municipal clerk of Grantor. Section 25. Severability clause. If any section, sentence, clause or phrase of the franchise is held unconstitutional or otherwise invalid, by the Federal Communications Commission, other federal or state regulatory agency or court of competent jurisdiction, such infirmity shall not affect the validity of the franchise, and any portions in conflict are hereby repealed. Provided, however, that in the event that the Federal Communications Commission declares any provision invalid, then such provision will be renegotiated as soon as reasonably practicable by the village board of Grantor and the franchisee. Section 26. Effective time of franchise. This franchise grant shall take effect and be in force upon the occurrence of the following: (a) Agreement of franchisee to abide by terms of this franchise. (b) Passage of franchise by village board of Grantor. (c) Publication of this franchise. |