4.01 Franchise necessary
4.02 Definitions
4.03 Reserved

4.04 Selection of Franchisee

4.04.1 Request for proposal
4.04.2 Application process
4.04.3 Application fees
4.04.4 Criteria for selection of franchisee
4.04.5 Reserved
4.04.6 Disclosure requirements
4.04.7 Award of franchise
4.04.8 Franchise agreement
4.04.9 et seq. Reserved

4.05 Franchise Territory

4.05.1 Service area
4.05.2 Initial geographic coverage
4.05.3 et seq. Reserved

4.06 Length, Renewal and Transfer of Franchise

4.06.1 Nonexclusivity of franchise
4.06.2 Length of franchise
4.06.3 Conditions for initial franchise validation
4.06.4 Transfer of ownership or control
4.06.5 Franchise renewal
4.06.6 Franchise termination
4.06.7 Termination procedure
4.06.8 Removal of system
4.06.9 - 4.06.11 Reserved
4.06.12 Resolution of disputes
4.06.13 et seq. Reserved

4.07 System Design and Specifications

4.07.1 Channel capacity
4.07.2 Lock-out device

4.07.3 Services to educational institutions
4.07.4 Timetable for establishment of educational services
4.07.5 Future educational facilities
4.07.6 Reserved
4.07.7 Government access channels
4.07.8 Cost and maintenance of equipment
4.07.9 Public access channels
4.07.10 Leased access channels
4.07.11 Additional channel capacity
4.07.12 FM radio service
4.07.13 Automated channel
4.07.14 Program index
4.07.15 Additional services
4.07.16 Interconnection
4.07.17 Standby power
4.07.18 Underground and aboveground installations
4.07.19 Construction standards and technical requirements
4.07.20 System design changes
4.07.21 Maintenance of facilities, equipment
4.07.22 Subscriber privacy
4.07.23 Continuity of service
4.07.24 All channels emergency alert
4.07.25 Home security
4.07.26 Reserved

4.08 Franchise Fee and Rates

4.08.1 Establishment of franchise fee
4.08.2 Payment of franchise fee
4.08.3 Renegotiation of franchise fees
4.08.4 Rates and charges for service
4.08.5 Revision of rates for services
4.08.6 Establishment of rates and charges subject to law
4.08.7 Refunds to subscribers and programmers
4.08.8 et seq. Reserved

4.09 Administration and Regulation

4.09.1 Performance review
4.09.2 Security fund
4.09.3 Performance bond/Letter of credit
4.09.4 Insurance

4.09.5 Indemnification
4.09.6 Foreclosure
4.09.7 Receivership
4.09.8 Reports
4.09.9 Other petitions and applications
4.09.10 Other business activities
4.09.11 Nondiscrimination requirements
4.09.12 Compliance with laws
4.09.13 Theft of services and tampering
4.09.14 Approval by Village Engineer
4.09.15 Public notice
4.09.16 Charges to security fund
4.09.17 Penalties and charges to tenants for service prohibited
4.09.18 Solicitation of subscribers
4.09.19 et seq. Reserved

4.10 Cablecasting Board

4.10.1 Creation and membership of board
4.10.2 Meetings
4.10.3 Duties and powers
4.10.4 Appeals
4.10.5 Authority of municipalities
4.10.6 et seq. Reserved

4.11 Consumer Protection

4.11.1 Customer service
4.11.2 Cable service
4.11.3 Franchisee's billings
4.11.4 Disconnect and downgrade charges
4.11.5 Late payment charges
4.11.6 Notice of programming or channel change
4.11.7 Notice of price increase or reduction of service
4.11.8 Franchisee's communications
4.11.9 Disclosure of information on franchisee's costs
4.11.10 Subscriber rebates
4.11.11 Liquidated damages
4.11.12 Remedies available
4.11.13 Appeal process
4.11.14 et seq. Reserved

4.01. FRANCHISE NECESSARY

No person shall occupy or use the streets, sidewalks or other public right-of-way of the Village for the purpose of operating a cable communications system, nor operate such a system, without a cable communications franchise.

4.02. DEFINITIONS

The following words, terms and phrases, when used in this chapter, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning:

Access channel means any channel dedicated for use by a governmental institution, educational institution or the public.

Access channel, educational, means any channel or portion of a channel in which educational institutions are the only designated programmers.

Access channel, government, means any channel or portion of a channel to which governmental agencies are the only designated programmers.

Access channel, leased, means any channel or portion of a channel made available for a fee by an operator for programming by persons other than the franchisee.

Access channel, public, means any channel or portion of a channel utilized for programming on a nonprofit basis with no commercial purpose that is available to the general public.

Activated or ability to activate means a function, service, channel or piece of equipment that is in working order and may be operated or received by a franchisee, subscriber, programmer, operator or user.

Basic service means any service tier which includes the retransmission of local television broadcast signals.

Broadcast means the over-the-air transmission of an electromagnetic audio or video signal.

Cable means either coaxial cable or fiber optic cable.

Cable, A trunk means a downstream distribution system which supplies cable communications signals to the feeder line.

Cable communications service or cable service means the one-way transmission to subscribers of video programming or other programming service, and subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service.

Cable communications 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 which includes video programming and which is provided to multiple subscribers within a community, but such term does not include a facility that serves only to retransmit the television signals of 1 or more television broadcast stations; a facility that serves subscribers without using any public right-of-way; a facility of a common carrier which is subject, in whole or in part, to the provisions of title II of the Communications Act of 1934, as amended, except that such facility shall be considered a cable system (other than for purposes of section 621(c)) to the extent such facility is used in the transmission of video programming directly to subscribers, unless the extent of such use is solely to provide interactive on-demand services; an open video system that complies with section 653 of the Communications Act of 1934, as amended; or any facilities of any electric utility used solely for operating its electric utility systems.

Cablecast means transmission of programming and signals over a cable communications system.

Cablecasting board means the agency of the City of Birmingham, Village of Beverly Hills, Village of Franklin and Village of Bingham Farms whose duties may include the monitoring and reporting of and on the cable communications system.

Capability means a function, service, channel or piece of equipment that has the potential to be operated or received at some time in the future by a subscriber, programmer, franchisee, user or operator.

Cable Channel or Channel means a portion of the electromagnetic frequency spectrum which is used in a cable system and which is capable of delivering a television channel (as television channel is defined by the FCC by regulation).

Coaxial cable means copper or aluminum wire used to transmit cable communications signals through the cable system.

Community service agencies means the Birmingham-Bloomfield Art Association, Common Ground, the Birmingham Community House and the Birmingham Center for Continuing Education.

Complete wiring means the time when cable and related equipment, facilities, and appurtenances are installed throughout the Village of Beverly Hills so that service may be provided to any person that may choose to become a subscriber.

Completion of construction means the time when all services offered in the application and franchise agreement shall be accomplished, including but not limited to stringing of cable throughout the community so that any subscriber may immediately receive cable communications signal upon installation, construction of all access facilities and required networks and are fully operational.

Converter or Set Top Convertor means an electronic device which converts signals to a frequency for use by the television receiver of the subscriber, and by an appropriate channel selector which also permits a subscriber to view all signals including the cable service delivered at designated cable channel locations.

Downstream means cable communications signals that travel on a cable from the headend equipment or other location to the individual subscribers.

Drop means a line or cable linking the feeder line to an individual subscriber.

Effective date of the franchise means the date on which the parties have signed the franchise agreement or as otherwise specified in the franchise agreement.

FCC means the Federal Communications Commission.

Feeder line means the line or cable linking a main cable trunk line to a drop serving an individual subscriber.

Fiber Optic Cable means high capacity cable made of glass or plastic threads through which information is transmitted as pulsating light.

Franchise means the authorization granted by the Village of Beverly Hills to construct, operate, maintain, rebuild, and/or retrofit a cable communications system in the Village of Beverly Hills.

Gross revenues means all revenue derived directly or indirectly by the franchisee, its affiliates, subsidiaries, parent companies and/or any person in which the franchisee has a financial interest, from or in connection with the operation of a cable communications franchise authorized by the Village. Gross revenues shall include but not be limited to basic subscriber monthly fees, pay cable fees, installation and reconnection fees, converter fees, fees relating to internet access and leased access fees. Gross revenues shall not include advertising revenues, home shopping revenue and any taxes on services furnished by the franchisee and imposed directly upon any subscriber or user, by the state, village or other governmental unit and collected by the franchisee on behalf of such governmental unit.

Headend means the electronic control center of the cable communications system where, among other things, incoming cable communications signals are amplified, filtered and converted before being delivered to the subscriber home.

Initial groundbreaking means the first step in construction: either stringing of cable or installation of a pole.

Institutional subscriber means any public agency or institution, educational institution, community service agency or school receiving institutional services on the institutional subscriber network.

Institutional subscriber network means a cable communications network designed principally for the provision of nonentertainment interactive services to schools or public agencies for use in connection with the ongoing operations of such institutions.

Interactive services means services provided to subscribers by which the subscriber either receives information consisting of television or other signals and transmits signals generated by the subscriber or equipment under its control for the purpose of selecting what information shall be transmitted to the subscriber or for any other purpose; or transmits signals to any other location for any purpose.

Interconnection means the linking of separate cable communications systems by microwave, cable or other means.

Local origination channel means any channel or portion of a channel on which the franchisee is either the only designated programmer or has received programming from a third party, and which is utilized to provide television programs to subscribers.

Microwave means a high-frequency transmission facility used to relay messages, including cable communications signals from point to point, by common carrier.

Monitoring means observing a communications signal or the absence of a signal, where the observer is neither the subscriber nor the programmer, whether the signal is observed by visual or electronic means. Monitoring shall not include a systematic, nonindividually addressed sweep of the system for the purpose of verifying system integrity, controlling return pass transmissions, or billing for cable services.

Operator means the franchisee.

Parent corporation or parent company means any corporation of which the franchisee is a subsidiary.

Pay channel or premium channel means a channel in which television channels are delivered to subscribers for a special fee or charge to subscribers over and above the regular charges for basic subscriber services, on a per program, per channel, or other subscription basis.

Pay television means the delivery over the cable communications system of video and audio signals in intelligible form to subscribers for a fee or charge over and above the charge for basic or full services, on a per program, per channel, or other subscription basis.

Person means individual, firm, organization, partnership, association, corporation, legal representative, or other entity.

Pole agreements means the authorization from utility companies to the franchisee for use of or space in their easements, equipment, poles or other facilities for installation of equipment related to the cable communications system.

Programmer means any person who produces or otherwise lawfully provides program material or information for transmission by means of the cable communications system.

Proposal means an application filed with the Village either in response to the Village of Beverly Hills' request for proposal, or any additions or amendments thereto, or submitted without such request.

Records means any writing or other memorialization containing information relating to the system, regardless of form or characteristics.

Related persons means any agent or employee of an applicant or its parent corporation; any person to whom an applicant or its parent corporation has paid or has promised to pay any money or compensation of any kind whatsoever for that person's services in promoting the applicant's proposal for the cable communications franchise before the Village, its employees, agents, servants and/or elected or appointed officials or any community service agencies or newspaper reporters in the Detroit Dominant Market Area; officers and directors of any applicant or its parent corporation; persons owning one percent or more of any class of outstanding stock or securities convertible into stock of an applicant or its parent corporation; partners of an applicant; and the spouse, parent, child or sibling of any such person described in the foregoing definitions.

Residential services means services delivered on the residential subscriber network.

School district means the school district of the Village.

Service means all services delivered on the institutional or residential subscriber network.

Standard service drop means the installation of the feeder cable to individual subscribers.

Strand mapping means the designation on maps of where cables will be placed.

Street means the surface of and the space above and below a public street, road, highway, freeway, path, public place, sidewalk, alley, boulevard, parkway, drive or other easement held by the Village and shall include other easements or rights-of-way which shall be held by the Village and which shall within their proper use allow the Village and a franchisee to the use thereof for the purposes of installing or transmitting cable communications system transmissions over poles, wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, attachments and other property as may be ordinarily pertinent to a cable communications system.

Subscriber means a recipient of services which are delivered over the cable communications system.

Tamper or tapping means observing a communication signal exchange when the observer is neither of the communicating parties, whether the exchange is observed by visual or electronic means, but shall not include monitoring.

Television broadcast signals means signals receivable in the Detroit Dominant Market Area, including but not limited to, those on channels 2, 4, 7, 9, 20, 38, 50, 56, 62.

Upstream means cable communications signals traveling from subscribers to the headend.

User means a person utilizing a cable communications system channel for purposes of production and transmission of materials to subscribers.

Village means the Village of Beverly Hills

4.03. RESERVED.

4.04 SELECTION OF FRANCHISEE

In selecting a franchisee pursuant to this chapter, the Village Council may prepare a request for proposal to seek bids for a cable communication system to be established under franchise by the Village Council. This request for proposal may contain detailed information and instructions relating to the preparation and filing of proposals, construction and technical standards regarding the installation, operation and maintenance of a cable communications system under the Village's franchise, and the criteria to be used in evaluating applicant proposals.

4.04.2. APPLICATION PROCESS

(a) The Village shall only consider those applications for a franchise that have been submitted on an application form approved by the Village Council. Applications shall only be considered if submitted to the Village's office prior to any deadline authorized by the Village Council and if accompanied by the application fees set forth in section 4.04.3.

(b) Any requests for proposal shall be sent to all operators that have indicated, in writing, an interest in obtaining a franchise.

(c) Any notice soliciting the submission of applications shall be sent to all persons who have previously indicated, in writing, an interest in obtaining a franchise and shall be advertised in a local newspaper of general circulation and at least two national trade magazines. Applications shall be opened no earlier than 90 days after the initial publication date of the newspaper notice.

(d) Distortion, falsehoods or misinformation by an applicant may be grounds for elimination of the proposal if the Village should choose.

(e) Any request for proposal shall clearly state that the Village Council reserves the right to reject any and all bids. The Village shall have the right to negotiate with any person that has submitted a qualified application.

4.04.3. APPLICATION FEES

(a) Applications shall only be considered if accompanied by a cashier's or certified check in the amount of $10,000.00 of which fifty percent of the application fee shall not be refundable in any case.

(b) If any applicant shall withdraw its application or cease to be considered after initial screening, fifty percent of the application fee shall be returned to the applicant without interest. The entire application fee of any applicant which remains under consideration after initial screening shall be nonrefundable.

Revenues from application fees shall be used to offset the cost of consulting services, if any, and administration of the franchise selection process. If the costs of consulting services, if any, and other administrative expenses shall exceed the amount of the application fee, then an applicant to whom a cable communications franchise is awarded shall pay the excess costs and expenses up to a maximum of $30,000.00.

4.04.4. CRITERIA FOR SELECTION OF FRANCHISEE

Applicants for a cable franchise will be required to furnish information to be evaluated according to the following criteria:

(1) Service priorities. System capability in terms of no cost or low cost telecasting production facilities and service available to municipal and educational institutions, community groups and individuals; system provisions for two-way communications; and the maximum total channels provided by the system.

(2) Installation plan. An installation plan that addresses the flexibility needed to adjust to new developments, maintenance practices and services that would be available to the subscriber and the community upon initial activation and throughout the duration of the franchise.

(3) Rate schedule. Applicant's installation and subscriber rate schedule.

(4) Financial soundness. Evidence of the applicant regarding the following:

a. Its financial ability to assure completion of construction as called for in the application and franchise agreement within 18 months of the effective date of the franchise.
b. Its ability to obtain all necessary and required permits and authorizations from the federal, state and local governments.
c. Its ability to sustain and enhance a fiscally sound system throughout the duration of the franchise.
d. Its ability to obtain the performance bond or letter of credit specified in section 4.07.3 should it be awarded a franchise. Evidence of current financial capability shall include, but not be limited to, the most recent three years' audited or reviewed financial statements of the applicant and of any parent entities, and a copy of the most recent published annual report and 10-K report if the applicant is, or is a subsidiary of, a publicly held company.

(5) Demonstrated experience in operating a cable communications system under local government franchise; the extent to which an applicant has experience in operating a cable communications system under village or county franchise.

(6) Educational programming. The extent to which the system presents and supports a program whereby the school district and other educational institutions such as Oakland Community College, Oakland University and Birmingham Center for Continuing Education may benefit, utilize and develop educational programs for students and subscribers; the extent to which the system provides an activated two-way system and a plan to interconnect public schools within the school district through a cable communications network

(7) Technical standards. The extent to which the system will meet or exceed all of the technical standards and specifications set forth in the most current FCC Technical Standards Order.

(8) Pay cable services. The extent to which the system offers at least alternate levels of pay cable services, for the purpose of providing a pay cable channel that would offer full service pay cable programming and a distinct pay cable channel that would offer a minipay package designed and marketed for general audience and family viewing.

(9) Interconnection plan. The extent to which the system includes a firm timetable for active interconnection with other political subdivisions in the Detroit Dominant Market Area.

(10) Innovative technology. The extent to which the system offers system technology sufficiently flexible and progressive to adapt to new services, including: home security, energy management, meter reading, home computer for entertainment, educational, business or personal purposes, two-way computer data transmission, internet access, and traffic signalization.

4.04.5. RESERVED.

4.04.6. DISCLOSURE REQUIREMENTS

(a) Any applicant for a franchise shall file with its application a sworn statement setting forth in such detail as shall be satisfactory to the Village the identification and description of all relationships which such applicants (or any related parties) may then have, or may have had during the year prior to the date of filing of such application, directly or indirectly, with the Village, its employees, agents, servants and/or elected or appointed officials, including but not limited to the following:

(1) Written or oral arrangements or undertakings of any nature whatsoever, including as vendor, vendee, or the provider of services, credit, or counsel or otherwise;

(2) All lending relationships, whether as borrower or lender;

(3) All investing relationships, as stockholder, partner, joint venturer, coadventurer or otherwise, or as the entity, vehicle or recipient of such investment;

(4) All relationships entailing the granting or holding of security in any property, tangible or intangible, real or personal;

(5) All relationships in which any valuable consideration shall have been required, offered, received, paid or extended, whether in cash, in kind or in services, and whether contemporaneous or deferred in whole or in part; and

(6) All relationships involving the assertion of any claim of any nature whatsoever, including administrative proceedings or litigation.

(b) Each applicant shall affirmatively undertake to advise the Village during the pendency of the application, and prior to its rejection or acceptance, of any additional such relationships which shall come into being, and of the termination or other material change in any such relationships as shall have been required to be disclosed prior thereto. Each franchisee shall also affirmatively undertake to so advise the Village on a continuing basis, and shall recertify the existence or nonexistence of all such relationships (other than as a franchisee pursuant to this chapter) on each annual anniversary of the franchise agreement under which such franchisee shall derive rights pursuant to this chapter.

4.04.7. AWARD OF FRANCHISE

The Village Council shall 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 20 days before the date of the hearing. Except as otherwise provided in Sec. 4.06.02, all contracts granting or giving any original franchise, or extending or amending any existing franchise, shall be made by ordinance, which ordinance shall be thereafter published in the manner prescribed by law.

4.04.8. FRANCHISE AGREEMENT

(a) An applicant awarded a franchise by ordinance shall execute a franchise agreement, agreeing to the terms and provisions of this chapter. Failure of a selected applicant to execute such an agreement, within 30 days from the Village Council's demand therefor, or to meet any deadlines outlined in the franchise agreement and this chapter for completion of strand mapping, pole agreements, initial ground breaking and all wiring phases shall be grounds for immediate rescission of the authorizing ordinance, revocation of any rights the applicant may have in the franchise and forfeiture of the applicant's security fund. The franchisee shall, within 30 days after the execution of the franchise agreement, apply for all necessary permits and authorizations for the construction of the cable communications system.

(b) In addition to those matters required elsewhere in this chapter to be included in the franchise agreement, the franchise agreement shall contain the following express representations of the franchisee that:

(1) It accepts and agrees to all the enforceable provisions of this chapter and any enforceable supplementary specifications, as to construction, technical standards, operation, maintenance and rate structures, which the Village Council may include in the franchise agreement.

(2) It recognizes the right of the Village Council to make lawful amendments to the franchise ordinance during the term of the franchise upon 30 days' notice to the franchisee. If an emergency amendment becomes necessary, the Village Council shall not be required to direct the amendment to the Cablecasting Board for review, but the franchisee shall be given at least two hours' notice, orally or in writing, of the Village Council meeting at which the emergency amendment is to be considered. It further recognizes and agrees that the Village Council shall not be bound to renew the franchise at the end of any franchise term, except as otherwise provided by law.

(3) It recognizes and agrees that it may be considered as a franchisee for the purposes of this chapter.

(4) It recognizes and agrees that no franchise shall be exclusive.

(c) The franchise agreement may set forth the specific standards which the franchisee must maintain in respect to signal quality requirements and technical standards of construction, operation and maintenance of the system.

(d) The franchise agreement shall contain such further conditions or provisions as may be negotiated between the Village and the franchisee, except that no such conditions or provisions shall be such as to conflict with any provisions of this chapter or any other law. In the case of such conflict or ambiguity between any terms or provisions of the franchise agreement and this chapter, the words of this chapter shall be deemed to control.

4.04.9 et seq. RESERVED.

4.05 FRANCHISE TERRITORY

4.05.1. SERVICE AREA

The franchise territory shall include the entire territorial limits of the Village, and shall include any future area that shall become part of the Village, during the term of the franchise, by annexation, consolidation, merger, realignment, subdivision development or other means. Any portion of the Village which, during the term of the franchise, is annexed from the Village or which by consolidation, merger, realignment, subdivision development, or other means, shall cease to be within the territorial limits of the Village shall cease to be included in the franchise territory.

4.05.2. INITIAL GEOGRAPHIC COVERAGE

Cable communications service must be available for installation to all residents within the Village within 15 months of the effective date of the franchise. Service in newly acquired territory, as defined in section 4.05.1, must be available to residents within 12 months of annexation of the territory to the Village.

4.05.3 et seq. RESERVED.

4.06 LENGTH, RENEWAL AND TRANSFER OF FRANCHISE

4.06.1. NONEXCLUSIVITY OF FRANCHISE

The Village Council may award a nonexclusive franchise to construct, erect, operate and maintain in, upon, along, above, over and under the streets, alleys, public ways and public places, now laid out or dedicated and all extensions thereof, and additions thereto, in the franchise territory, poles, wires, cables, conductors, ducts, underground conduits, vaults, manholes, amplifiers, appliances, attachments and other property and fixtures necessary for the operation and maintenance of a cable communications system, and to furnish and to sell service from such system to the inhabitants of the entire franchise territory pursuant to the terms of this chapter. The Village Council specifically reserves the right to grant a similar franchise to any person at any time.

4.06.2. LENGTH OF FRANCHISE

The term of a franchise and all rights, privileges, obligations and restrictions pertaining thereto shall not be more than 15 years from the effective date of the franchise, as specifically set forth in the franchise agreement. The franchise may be terminated sooner pursuant to the provisions of this chapter, or the franchise agreement. The Village shall have the option to extend the franchise for an additional five-year period. The decision to extend the franchise under this section shall be made by resolution of the Village Council at least six months prior to the expiration of the initial franchise term, and after a public hearing. Notice of the public hearing shall be given in accordance with the provisions of section 4.09.15. A copy of the Village Council resolution setting forth its decision shall be mailed to the franchisee no more than five days after its passage.

4.06.3. CONDITIONS FOR INITIAL FRANCHISE VALIDATION

(a) Within 30 days after the effective date of the franchise, the franchisee shall apply for all necessary permits and authorizations which are required in the conduct of its business, including but not limited to any utility-joint use attachment agreements, microwave carrier licenses, and any other permits, licenses and authorizations to be granted by duly constituted regulatory agencies having jurisdiction over the operation of cable communications systems or their associated microwave transmission facilities. The franchisee shall apply for all necessary and required permits and file all necessary and required statements with the FCC within 30 days after the effective date of the franchise.

(b) The franchisee shall complete strand mapping and shall commence initial ground breaking within 60 days after the effective date of the franchise.

(c) The franchisee shall complete pole agreements and shall begin preparing the poles within 90 days after the effective date of the franchise subject to the cooperation of the utility companies involved. All poles shall be ready within 180 days after the effective date of the franchise subject to the cooperation of the utility companies involved. The franchisee shall notify the Village of any failure on the part of the utility company to so cooperate under this subsection.

(d) Within 120 days after the commencement of construction, activation and installation of the system, the franchisee shall proceed to render cablecast service to subscribers, and the completion of the construction, activation and installation shall be pursued with reasonable diligence thereafter. Service shall be provided to not less than one-third of the franchise territory, and the subscribers located therein, within six months from the effective date of the franchise, and service shall be provided to not less than two-thirds of the franchise territory, and the subscribers located therein, within 12 months from the effective date of the franchise. Additional time for completing the installation of service may be granted by the Village Council during the 12 months upon a proper showing of need, but in no event shall the elapsed time for completing such installation exceed 15 months.

(e) Within 12 months from the effective date of the franchise or within the times otherwise set forth in the franchise agreement, the franchisee shall provide all equipment and all personnel required by this chapter and the franchise agreement.

(f) Any required institutional network shall be activated and fully operational in all local government buildings, libraries and community service agencies specified in the franchise agreement within 12 months of the effective date of the franchise. The institutional network shall be activated and fully operational in all public schools in the school district located within the franchise territory within 18 months of the effective date of the franchise unless a shorter time period is specified in the franchise agreement.

(g) Failure on the part of the franchisee to commence and diligently pursue each of the foregoing requirements and to complete each of the matters set forth in this chapter shall be grounds for immediate rescission of the authorizing ordinance, revocation of any rights the franchisee may have in the franchise and forfeiture of the franchisee's security fund, performance bonds, and/or letter of credit; provided, however, that the Village Council, upon formal application of the franchisee, in its discretion may extend the time for the commencement and completion of construction, activation and installation for additional periods if the franchisee, acting in good faith, experiences delays by reason of circumstances beyond its control.

4.06.4. TRANSFER OF OWNERSHIP OR CONTROL

(a) A franchise shall not be assigned or transferred, either in whole or in part, or leased, or sublet in any manner, nor shall title thereto, either legal or equitable, or any right, interest or property therein, pass to or vest in any person without the prior written consent of the Village. The proposed assignee must show its qualifications and its financial responsibility as determined by the Village Council and must agree to comply with all provisions of the franchise. A franchise shall not be mortgaged, either in whole or in part, without an agreement by the mortgagee to be subordinate to the franchisor's right to receive franchise fees from the franchisee, and without the prior written consent of the Village. The Village shall be deemed to have consented to a proposed transfer, assignment, or mortgage if its refusal to consent is not communicated in writing to the franchisee within 120 days following receipt of written notice of a proposed transfer, assignment, or mortgage, accompanied by all information required by law, including this chapter and the franchise agreement. Consent by the Village Council shall not be unreasonably withheld.

(b) A franchisee shall promptly notify the Village of any proposed change in, or transfer of, or disposition of or acquisition by any other party of, control of the franchisee. The word "control" as used in this subsection is not limited to major stockholders but includes actual working control in whatever manner exercised. Every change in, transfer of, or acquisition of control of the franchisee shall make the franchise subject to revocation unless and until the Village shall have consented thereto, which consent shall not be unreasonably withheld. For the purpose of determining whether it shall consent to such change, transfer, disposition, or acquisition of control, the Village Council may inquire into the qualifications of the prospective controlling party, and the franchisee shall assist the Village Council in such inquiry.

(c) The consent or approval of the Village Council to any transfer of a franchise shall not constitute a waiver or release of the right of the Village in and to the streets, and any transfer shall by its terms, be expressly subordinate to the terms and conditions of the franchise.

(d) In the absence of extraordinary circumstances, the Village Council shall not approve any transfer or assignment of a franchise prior to completion of construction of the proposed system or any required upgrade thereof.

(e) The Village Council reserves the right to review the purchase price of any transfer or assignment of the cable communication system.

(f) In no event shall a transfer of ownership be approved without the transferee becoming a signatory to the franchise agreement.

4.06.5. FRANCHISE RENEWAL

(a) The franchise may be renewed by the Village Council upon application by the franchisee pursuant to the procedures established in this section upon the advice of the Cablecasting Board.

(b) At least 12 months prior to the expiration of the franchise, the franchisee shall inform the Village Council in writing if it intends to seek renewal of the franchise.

(c) After giving public notice, the Village Council shall proceed, upon the advice of the Cablecasting Board, to determine whether the franchisee has satisfactorily performed all obligations under the franchise. To determine satisfactory performance, the Village Council shall consider technical developments and performance of the system, programming, other services offered, costs of services, and any other particular requirements set out in this chapter and the franchise agreement. The Village Council shall also consider the records of the performance evaluation sessions required hereinafter as well as the franchisee's annual reports made to the Village as required by this chapter. The Village Council shall also be entitled to consider or compare the franchisee's performance with the performance of other systems of comparable configuration nationally in arriving at its decision. The Village Council shall also consider comments of subscribers to, and users of, the system.

(d) Within four months of receiving notice from the franchisee of its desire to renew the franchise, the Village Council shall hold a public hearing. Subsequently, the Village shall arrive at a decision on the eligibility of the franchisee for renewal. Notice of the public hearing shall be given in accordance with the provisions of section 4.09.15. Upon the finding by the Village Council that the franchisee's performance is satisfactory, and that superior service for subscribers may not be obtained from other companies or operators, a renewal with any amendments shall be granted for a period of not more than fifteen (15) years and not less than five (5) years, as specifically set forth in the franchise agreement. All contracts granting any franchise, or renewing or amending any existing franchise, shall be made by ordinance, which ordinance shall be thereafter published in the manner prescribed by law.

(e) Upon a finding that the franchisee's performance is not satisfactory or that superior service for subscribers may be obtained from other companies or operators, the Village Council may deny renewal. A new franchise may be awarded at any time utilizing the procedures set forth in this chapter.

(f) If a franchise is denied renewal, the Village Council may require, at its option, the non-renewed franchisee to temporarily continue service until the execution of a new franchise agreement.

(g) The provisions of this Section 4.06 shall be applicable only to the extent permitted by the renewal provisions of higher law.

4.06.6. FRANCHISE TERMINATION

Any franchise granted by the Village, pursuant to this chapter, shall be revocable at the will of the Village or for any material violation by the franchisee of the provisions of this chapter or of the terms of the franchise agreement.. The procedure set forth in this chapter regarding franchise termination shall be followed in revoking a franchise.

4.06.7. TERMINATION PROCEDURE

(a) Upon receipt by the Village Council of a petition seeking termination of the franchise and signed by five percent of cable communications system subscriber households in the Village, or upon receipt by the Village Council of a written report of the Cablecasting Board recommending investigation into the possibility of franchise termination, the Village Council shall, by resolution, direct the Cablecasting Board to:

(1) Investigate all areas of concern in the operation of the franchise;

(2) Hold public hearings to receive the viewpoint of the franchisee and the general public;

(3) Report to the Village Council within a specified period of time regarding the condition of the franchise; and

(4) Set forth the recommendations of the Cablecasting Board on termination of the franchise.

A copy of the Village Council resolution, together with a copy of the petition and/or written reports of the Cablecasting Board, shall be sent to the franchisee.

(b) At the direction of the Village Council, the Cablecasting Board shall investigate and collect all relevant data regarding the operation of the franchise. The Cablecasting Board shall hold at least one public hearing to hear the comments and concerns of the general public and to hear the position of the franchisee. Written notice of the first such hearing shall be mailed to the franchisee at least 30 days prior to the scheduled hearing date. Written notice of any subsequent public hearings shall be mailed to the franchisee at least 15 days in advance. Public notice of each hearing shall be given in accordance with the provisions of section 4.09.15.

(c) Upon completion of its investigation, the Cablecasting Board shall prepare a written report outlining the scope of its investigation and the information received, and setting forth its recommendations regarding termination of the franchise. A copy of the report shall be mailed to the franchisee. The report shall be forwarded to the Village Council which shall schedule a public hearing to hear and determine the issue of franchise termination. Written notice of the public hearing shall be mailed to the franchisee at least 30 days prior to the scheduled hearing date. Public notice of the hearing shall be given in accordance with the provisions of section 4.09.15.

(d) The Village Council shall hear any interested person, shall consider the issue, and shall determine in its discretion whether to continue the franchise, to continue the franchise for a specified period subject to conditions, or to terminate the franchise. If the Village Council decides to terminate the franchise, it shall issue a written report within 15 days setting forth its position and the date upon which the franchise shall be terminated. If the Village Council decides to continue the franchise with conditions, it shall issue a written report within 15 days setting forth the specific conditions, establishing an appropriate timetable for accomplishment and review of the objectives and establishing any necessary supervisory board. A copy of the Village Council report shall be mailed to the franchisee.

4.06.8. REMOVAL OF SYSTEM

At the expiration of the term, or any extension thereof, for which this franchise is granted, or upon its termination as provided in this article, a franchisee shall forthwith, at the option of the Village and upon notice by the Village Council, remove at its own expense such portions of the cable communications system owned by the franchisee as specified by the Village from all streets and public property within the Village. If a franchisee fails to do so, the Village may have the work performed at a franchisee's expense after 30 days' written notice to a franchisee. A letter of credit or bond, at the Village's discretion, in the amount of $50,000.00 or in any greater amount specified in the franchise agreement shall be furnished by a franchisee for the specific performance of this section, not less than thirty (30) days after the above notice. Such letter of credit or bond, in the Village's discretion, shall be furnished in addition to and concurrently with the letter of credit or bond required in section 4.09.3.

4.06.9. RESERVED.

4.06.10. RESERVED.

4.06.11. RESERVED.

4.06.12. RESOLUTION OF DISPUTES

(a) Any disputes arising under this chapter or the franchise agreement shall be settled either by commencement of a suit in county circuit court or by compulsory arbitration, at the option of the Village. If a franchisee feels aggrieved, it shall advise the Village of any dispute it has arising out of this chapter or a franchise agreement and shall demand that the Village elect whether the dispute is to be resolved by submitting it to compulsory arbitration or by commencement of a suit in the county circuit court. The Village shall make its election in writing within 30 days from the receipt of such notice.

(b) If the Village elects to have the dispute resolved by compulsory arbitration, it shall be settled pursuant to MCL 600.5001 et seq., MSA 27A.5001 et seq., with each of the parties appointing one arbitrator and the two thus appointed appointing a third.

(c) If the Village fails to make such an election, any dispute between the parties may be resolved by filing of a suit in Oakland County Circuit Court.

4.06.13 et seq. RESERVED

4.07 SYSTEM DESIGN AND SPECIFICATIONS

4.07.1. CHANNEL CAPACITY

(a) A franchisee shall construct, and thereafter operate and maintain, a cable communications system that shall initially be capable of delivering the minimum number of channels specified in the franchise agreement. Applicants may provide greater channel capacity. A set top converter shall be provided by a franchisee when required to enable subscribers to receive programming services. Any fee charged by a franchisee for a set top converter shall be in accordance with applicable law. A franchisee may also require a refundable deposit not to exceed the franchisee's actual cost of the converter , but only if the franchisee has required such deposit in adjacent cable systems. A franchisee shall not be required to pay interest on the refundable deposit. The refundable deposit may be required by a franchisee for each set top converter provided and the responsibility for normal maintenance of the converter shall be that of the franchisee and no charges for the repair of the converter shall be made except in cases of subscriber misuse. There shall be no charge for removal of the converter.

(b) When required by federal law, a franchisee shall provide, as part of its cable communications system, all television broadcast signals, as presently available or as may become available off the air in the Village, and the maximum number of additional television signals consistent with the rules and regulations of the FCC and all other applicable laws, rules, or regulations. A franchisee's system shall be designed, engineered and maintained so as not to interfere with the television and radio reception of residents of the Village who are not subscribers to the system.

(c) A franchisee shall offer all channels and programming specified in its application and the franchise agreement. Changes in service may be made only if authorized by the Village Council and incorporated into an amended franchise agreement except as otherwise provided by law.

4.07.02. LOCK-OUT DEVICE

A franchisee shall provide, at no charge to subscribers, a lock-out mechanism that prevents viewing of any pay channel. This mechanism shall be provided upon request of the subscriber. A franchisee shall make all subscribers, prior to installation, aware of the availability of this device.

4.07.3. SERVICES TO EDUCATIONAL INSTITUTIONS

A franchisee shall provide, at no charge throughout the term of the franchise, such services, equipment and facilities devoted to educational use as specified in the franchise agreement.

4.07.4. TIMETABLE FOR ESTABLISHMENT OF EDUCATIONAL SERVICES

The educational services, equipment and facilities shall be furnished by a franchisee within the time periods specified in the franchise agreement.

4.07.5. FUTURE EDUCATIONAL FACILITIES

In addition to the currently existing educational facilities and buildings benefiting from the provisions of section 4.07.3, the same services shall be provided to all future such facilities and buildings. Such services may be suspended to buildings no longer used for public purposes.

4.07.6. RESERVED

4.07.7. GOVERNMENT ACCESS CHANNELS

A franchisee shall provide, at no charge throughout the term of the franchise, such services, equipment, and facilities devoted to village governmental use as specified in the franchise agreement. Such services, equipment and facilities shall be furnished within the time periods specified in the franchise agreement.

4.07.8. COST AND MAINTENANCE OF EQUIPMENT

(a) When required by a franchise agreement, all maintenance, repair and periodic update/replacement of the original equipment shall be provided by a franchisee at no charge to the educational institutions or any other governmental agency. The level of service provided shall be sufficient to assure that each unit of equipment operates satisfactorily at least 95 percent of the elapsed time desired for use during any 90-day period. Responsibility for maintaining appropriate operating and failure statistics shall be that of the institution or agency. A franchisee shall be notified promptly by the institution or agency whenever a failure occurs and maintenance or repair service is required.

(b) When required by a franchise agreement, any major additional equipment which may be acquired, and which is clearly not a replacement for originally installed equipment, may be provided through a franchisee at the lowest possible cost for comparable equipment with acceptable quality. Lowest cost shall be evidenced by competitive bids from at least three suppliers of such equipment, each of whom have records of previous sales with acceptable performance. Such equipment shall be warranted by a franchisee to the educational institution for a period of not less than one year after installation of each unit of equipment. During this warranty period, all maintenance, repair and replacement, if necessary, shall be provided by a franchisee at no charge to the institution in order to provide a minimum 95 percent level of service as described above for the original equipment requirements.

4.07.9. PUBLIC ACCESS CHANNELS

(a) Throughout the duration of a franchise, a franchisee shall make available, at no cost, such public access channels exclusively dedicated for use by the public as specified in the franchise agreement. Priority in use of the channel and public access playback facilities shall be given to residents, taxpayers, and persons affiliated with tax-exempt organizations as set forth in section 501(c)(3) of the United States Internal Revenue Code, within the Village, and to residents, taxpayers and persons affiliated with the aforementioned organizations in municipalities that enter into an agreement with the Village for cooperative use of the public access channel and its related studio and facilities. Use of the public access studio and production equipment shall be restricted to residents, taxpayers, and persons affiliated with such organizations.

(b) A franchisee shall provide such public access studios, facilities, and equipment as specified in the franchise agreement.

(c) In order that there is maximum opportunity for freedom of expression by members of the public, public access programming shall be free from any control by a franchisee as to program content except as required by the FCC or to protect a franchisee from liability under appropriate law to the extent such exceptions are permitted by law.

(d) Reasonable rules and procedures governing use of and charges for use of any public access channel shall be established by the Cablecasting Board upon the approval of the Village Council.

4.07.10. LEASED ACCESS CHANNELS

A franchisee shall make any unused channels available for lease to any organization, group, or individual on a first come, first served basis. At least one channel must be available for leasing on a part-time basis. A franchisee shall not exercise program controls over leased channels, but it shall adopt rules governing the leasing of channel space which:

(1) Provide for access on a first come, nondiscriminatory basis;

(2) Prohibit the presentation of lottery information and obscene or indecent matter;

(3) Require sponsorship identification;

(4) Specify an appropriate rate schedule; and

(5) Permit public inspection of the record of the names and addresses of all persons or groups requesting time, which record shall be retained for a period of two years.

4.07.11. ADDITIONAL CHANNEL CAPACITY

If any public, governmental or educational access channel is cablecasting locally produced, non-duplicative programming Monday through Friday for eight consecutive hours for ten consecutive weeks, a franchisee shall report that fact to the Cablecasting Board. For purposes of this threshold, character generator programming shall not qualify. The Cablecasting Board shall investigate the need for the addition of a new channel or channels and file its recommendations with the Village Council. After review of the Cablecasting Board report, the Village Council may, in its discretion, require a franchisee to make a new channel available within six months for any or all of the uses and under the conditions specified in section 4.07.3, 4.07.7, 4.07.9 or 4.07.10. Nothing in this section shall interfere with a franchisee's right to add additional channels of the type described in such sections, provided that such channels are operated in a manner consistent with those sections. Should a franchisee choose to add such additional channels, it shall notify the Village Council, in writing, of its intention, its plan and its timetable for doing so.

4.07.12. FM RADIO SERVICE

A franchisee shall make available to all subscribers any FM stereo radio service indicated in its proposal and the stereo audio portion of all channels as available. A franchisee shall advise all subscribers of the availability of this service, but shall not require that it be purchased.

4.07.13. AUTOMATED CHANNEL

A franchisee shall provide a channel cablecasting automated time, weather, stock, sports and news information. Such information may be displayed by means of a character generator during normal cablecast hours.

4.07.14. PROGRAM INDEX

During all cablecast hours, a franchisee shall provide a channel continuously informing subscribers of the programs being cablecast on all other operational channels. A franchisee shall actively seek and cablecast such indexing information from access channel managers.

4.07.15. ADDITIONAL SERVICES

If such services are generally available in the Detroit Dominant Market Area, a franchisee shall make available such additional video, audio, radio, digital, internet and other services as are requested by subscribers and/or programmers who are willing to pay for such services, provided that such services are technologically and economically appropriate. The Village specifically reserves the right, if authorized by law, to require a franchisee to furnish non-discriminatory access to its cable system for providers of internet access service, subject to applicable law. This provision does not waive the Village or franchisee's rights, obligations, claims, defenses or remedies regarding the authority of such requirement. The franchisee shall be provided with reasonable notice and an opportunity to be heard, including the right to present evidence on the findings, if any, to be made by the Village with respect to such requirement.

4.07.16. INTERCONNECTION

(a) A franchisee shall provide one-way and two-way interconnection facilities to interconnect the system with other cable systems, the school district, and other political subdivisions as may be required by the Village Council. Interconnection facilities may be effected by direct cable connection, microwave length, satellite or any other appropriate method. Interconnection facilities may be required for one, several, or all channels of the system. Upon receiving a directive to interconnect, a franchisee shall reasonably cooperate in the interconnection if other systems express a willingness to share the cost of such interconnection.

(b) Before the Village Council issues a directive requiring interconnection, it shall notify a franchisee in writing of its consideration of the issue and schedule a public hearing, not less than 15 days from the notification date, at which a franchisee shall be provided an opportunity to state its position on the issue. Notice of the hearing shall be given in accordance with the provisions of section 4.09.15.

(c) Upon receiving a directive from the Village Council to interconnect, a franchisee shall immediately initiate negotiations with the other affected system or systems in order that the cost may be shared by the franchisees of the affected systems for both construction and operation of the interconnection link. A franchisee shall report to the Village Council monthly in writing regarding the status of all negotiations and construction progress. The monthly reports shall continue until the interconnection line is operational.

(d) A franchisee shall cooperate with any interconnection corporation, regional interconnection authority, council of governments, county, federal or state regulatory agency which may be established for the purpose of regulating, facilitating, encouraging, financing or otherwise providing for the interconnection of cable communication systems beyond the boundaries of the individual political jurisdictions.

(e) Should a dispute arise over any matter regarding interconnection, it shall be resolved in accordance with the provisions of this chapter on methods of resolving disputes.

(f) The Village Council may grant reasonable extensions of time to interconnect or rescind its request to interconnect upon petition by a franchisee to the Village Council. The Village Council shall grant