CCR1985077RESOLUTION 1\77-85
(As Amended)
AUTHORIZING EXECUTION OF ASSIGNMENT OF FRANCHISE
AS COLLATERAL SECURITY
(Ingersoll Cable Corporation)
BE IT RESOLVED that the Common Council of the City of Muskego,
upon the recommendation of the Public Welfare Committee, does
hereby consent to Ingersoll Cable Corporation executing the
attached "Assignment of Franchises as Collateral Security".
However, the City by so consenting does not waive any of its
rights under the applicable agreements with Ingersoll Cable
Corporation and applicable laws and ordinances.
DATED THIS 14th DAY OF May , 1985.
Ald. Daniel Hilt-
I d"& r
Ald. Frank DeAngelis
ATTEST :
City Clerk
4/85
jm
ASSIGNMBNT OF FRANCHISES AS COLLATERAL SECURITY
acknowledged. INGERSOLL CABLB CORPORATION. with its principal place of
For good and valuable consideration, the receipt and adequacy of which is hereby
business at South 74 West 17000 Janesville Road, Muskego, Wisconsin 53150
("Borrower") in order to induce BgtLBB-OAR COMMUNICATIONS PINANCB
CORP., a Delaware corporation with its principal place of business at 105 West
the sum of Three Wlion Five Hundred Thousand (93.500.000.00) Dollars.
Adams Street, Chicago, Illinois 60603 (the "Lender") to loan to Borrower up to
sundry other instruments, documents and agreements related to the foregoing
pursuant to that certain Loan Agreement between Borrower and Lender and
(all such agreements hereinafter collectively referred to as the "Agreement"), and
as additional security for the payment of all indebtedness and the obligations
incurred and to be incurred by Borrower pursuant to the Agreement, hereby
assigns, transfers, sets over and conveys unto Lender, its successors and
assigns, upon the following terms and conditions, all of its right, title and
interest existing in, under or by virtue of those certain franchises, licenses
andlor contracts issued andlor granted by the City of Muskego, Wisconsin to
Borrower, copies of which are attached hereto as Exhibit "A" (hereinafter
referred to as the "Franchise") :
1. Borrower represents, covenants and agrees that true and correct copies
system acquired by Borrower and located and operated in City of Muskego,
of the Franchises existing or presently in effect for the operation of the cable TV
Wisconsin.
2. This Assignment of Franchises As Collateral Security is delivered
pursuant to and in confirmation of the terms and conditions of the Agreement and
as additional collateral security for the performance of the obligations of
Borrower under the terms and conditions contained therein.
3. Neither this Assignment nor any action or actions on the part of the Lender
hereunder shall constitute an assumption by Lender of any obligations under the
Franchises and Borrower shall continue to be liable for all obligations thereunder
and agrees to indemnify and hold Lender free and harmless from and against any
loss, liability or expense (including reasonable attorneys' fees) resulting from
any failure of Borrower to perform the obligations under the Franchises.
4. In the event of a default by Borrower under the Agreement, Lender shall
have the right, at any time (but shall have no obligation) to take, in its name or in
the name of Borrower or otherwise, such actions as Lender may. at any time or
frwn time to time, deem necessary to operate the cable TV system pursuant to the
Franchises and to cure any default of Borrower thereunder. Lender shall incur
no liability to Borrower if any action taken by Lender in good faith pursuant to
the foregoing sentence shall prove to be. in whole or in part, inadequate or
invalid.
5.
default received by Borrower from any of the municipalities named in the
Borrower shall immediately forward to Lender copies of any notice of
Franchises.
6. If Lender shall elect to exercise its rights hereunder, any municipality
issuing any Franchises sh& have a right to rely upon Lender's written statement
of Lender's right to perform under the Franchises (subject to the terns thereof)
and Borrower hereby irrevocably authorizes such municipalities to accept such
performance by Lender either in Borrower's name or in Lender's name without
the necessity or obligation of the municipality to ascertain the existence of any
default by Borrower under the Agreement.
7. Notices that may or are required to be delivered hereunder. shall be
address as Borrower and Lender may designate in writing by notices similarly
sufficient if in writing and sent to the addresses designated above, or such other
sent.
8. Hereafter, Borrower shall not assign, transfer or convey its interests in
the Franchises, without the prior written consent of Lender.
9. This Assignment shall be construed according to the laws of the State of
any law of the State of Illinois or otherwise judicially determined to be unenforce-
nlinois and if any of its provisions are judicially determined to be in conflict with
able for any reason whatsoever, such provision shall be deemed null and void to
the extent of such unenforceability but shall be deemed separable from and shall
not invalidate any other provision of this Assignment.
benefit of and be binding upon the parties hereto, their legal representatives,
10. The terms. covenants and conditions contained herein shall inure to the
successors and assigns.
Executed at Chicago, Illinois this // day of March, 1985
INGBRSOLL CABLE CORPORATION
(Borrower)
The undersigned Grantor
acknowledge and ansent to
Secureity .
of the above-described Franchise does hereby
the foregoing Assignment of Franchise as Collateral
Dated: I 19-
President
Attest:
Clerk
-2-
0 STATE OF ILLINOIS
COUNTY OF COOK
ACKNOW LEDGBMENT
Before me, a Notary Public in and for said county and s 3tate !. tt . lis - day of
Corporation, by
as , to me well
known and acknowledged the foregoing Assignment of Franchise as Collateral
Security as his free act and deed.
Notary Pubtic
My commission expires:
-3-
January 8, 1935
CITY OF MUSKEGO
LL/LO/dl
0
0
of ,mney or its equlvalent rhlch the Grantee has recelved for provldlng
basic service to ita subscribers. including income from pay cable,
advertising and leased access, provided tbnt installation charges
actually paid by nubecribera and received by the Grantee shall be
excluded frw gross receipt8 10 determlnlag payments due to the
(9) "Cross receipts" meana total recelpta of the Grantee
c1ty.
(h) "Channels" rte~ns .a gro~p of frequencles La the electro-
-13neCLc spectrum capabls of carryln~ a3 a,~dto-data or an a~Jd!o-v~sua~
:elru~ston st<nal Each c>A:Y*~ !e a 31.~ci 71 !requenr!*'i .:o?tainl-<
.;Y !L t..rn."r! :n
(I) "Converter" means an electronlc device converts signi\@
to a frequency not susceptible to 1n:erference with the television
Permits 1 subscriber to view all signals delivered at designated dial
recriver Of a subscriber, and by an appropriate channel selector also
locat ions.
(v) "To moniror" ,neAns to observe a one-aay or two-.xay
c-unications signal wlth~ut the express prior consent of the
scriber receiving or sendlng sald corrnunicatlon slgnal. whether said
whatsoever.
signal is observed by vlsual or electronic rne3.n~. for any purpose
(w) Del2crd Ord. 3L65 10/LL/83
system, or the franchlse to operate sald cable system is 3varded
3 In the event that the Clty elects to purch3se sald cab
a new Grlotee, upon e.r?lratlon of thls franchlse the Grantee sha
3211 the system to the Cltv or to the new Grantee. whichever is
1'2
11
to
other facilltles above or below ground where the same wlll interfere
4. The Grantee shall not place poles, conduits. wlres or
with or endanger any gas, electric or telephone Iaclltties. water
hydrant or other utlllty, nor shall the Grantee place poles, conduits,
wires or other facilltles above or below ground in a manner which
safety stxtute, ordinance or admfnlstratlve regulation.
results in the public utility factllty violating any applicable
5. The Grantee shall, on request of any person holdlng a
moving pernit issued by the City. temporarily move its wires or
tmporary removal to be paid by the person requestlng the sme,
fixtures to permit the moving of butldtngs, the expense of such
and the Grantee shall be given not less than forty-eight (48) hcurs
advance notlce to arrange for such temporary changes.
5 The Crante-. :;h311 have any aurhorlty that the city hls
t ,3 j ! ':-.
5>2?-l!kS and public pIlc.~s of the City SCI 1s ca pr~?~?ot rh? branches
:3 trio any tr52s ->on anit overhanzlng the streets. all;.ys,
1: such CT?c?s fron cocin,: i3 co:rt~c: a:[3 r:72 XI;';.^ and clSlrs of [!le
L:l.?:.+e, e.x:*pt chat ar the cp:lou 3: L~T CIC~. sl~ch L~L.T-T:~.; be
2. The City shall hlve the right. during the term of this
franchise. to Install and malncain free Of charge upon the
property of the Grantee Its own equipment. including. but not
.quipmen[ does not unreasonably interfere with the CATV operations
imited to, a police alarm sysczm. on the condition that such
of thc Grantee. 0
(5) Initial System Installatlop Schedule. (a) Obligations
of the Grantee. 1. The Grantee shall. wlthin thirty (30) days
from the date hereof, make appllcation to the Federal Communications
Commission for a registration for the establishment of a cable
relevislon system in the Clty and. if necessary, for the utilization
of a mlcrovave facility to import perrnlssibIe sfgnals. and the Grantee
sh3ll prosecute such application diligently and faithfully in order
that necessary approvals can be obtained io the shortest possible
time. The City reserves the right to intervene la said application
for a rrglstration, and the Grantee shall pay all expenses incurred
by the City in connection rlth rhe submisston and defense of an
3pplicltion for a registration filed with the FCC by the Grlntre
4. ihe Graz~te? shall. aithto sixty (60) days from the
electronic layouts, begin negotiations for corron carrier microwave
rereof, Segla prelininary engineering of the pole line r0ur.e and
cS?::iits, and initiate engineering sur.~ejrs for the receiving site
1-1 3,~tIdiag lOcaC10ns of the Grlntee's CATV System.
te!evtsion system no later than thirty (30) days after the eXeCUtlOn
Or pot? attack-Tent agrements and receipt of final approval from
the Federal Ccmunicattoos Cormisslon to establlsh a cable televist?n
system and utllize a microrave facility to import permlssible
3132alS.
5. The Grantee shall comence CQnstructlon of the cable
6. tngersoll Cablt. Corporation will begir, Lonscruction of
the cable syscezn wichin one week o€ acceptance and effective date of
Ordinance ij465. fie CrJntee will have a nrininua ot 259. of the cable
SySCem completed uichin iour (L) :nonCks, assuming rllat the weather
Within one (1) year of ,?ccepcance and 9ffective date of Ordinance 1j465.
for this €our (4) zonth period is acceptable for underground constructiun
the entire initial cable -i'/stem will ',e comoleced Initial cable
t3e Fedsral Communica
7 Uithin six
the Common Council an
tions Commlsslon, the Grantee shal
(6) months from the grant of perm
installation olan for the entire
,ission by
1 subn~t to
dicacing the date on which the Graniee expects the installation of
City. in-
CATV system to be completed and available for service to subscribers
in che varlous areas to the City.
e a. Arlslng out of any clalm for invasions of the right
of prlvacy. for defarnatlon of any person. flrrn or cor-
poratlon, or for the vlolatlon or Infringement of any
copyrlght. trademark. trade name. service mark or patent.
or of any other right of any person, flrm or corporatlon
programlng for violation of a person's civil rights).
(excludlng claims arlslng out of or relating to City
b. Arlslng out of the Grantee's failure to comply rlth
the provlsloos of any Federal, State, or local statute.
ordinance or regulation appllcable to the Grantee in
its business hereunder. 3
1
4. The foregoing lndemolty is condltloned upon the following
The City shall give the Grantee prompt notice of the making of any
claim or the cornencement of any action, sult or other proceeding
deemed to prevent the City from cooperating rlth the Grantee and
covered by the provlslons of thls Sectlon. Hothing herein shall be
9articlpatlng in the defense of any lltigatlon by its own counsel
IC LcS sole cost and expense
(C) Surety Bond 1 ?>e Gra3:ee shall malntaln. and by iCS
acie?taflCe of thls franchise spzclKlcally agrees that it -111 naln-
rxln Chraughout the terx of chls fragchlse. a falthful performance
5Y the Clty Att.orney lo the SIX of $50.000 coodlcloned that the
;?Intee shall =ell and truly oSs?rva, fulfill acld perform each ter-
134 condltlon of thls fraachlse and of the Grantee's proposal and
:>at in case of any breach, the Clty shall be ecltltled to recover
from the prlnclpal and suretles thereal the munt of a11 daages
including a11 costa and attorney's fees incurred by the Clty. prox-
i-tely resulting froa the fnllure of the Grantee ,to -ell and faith-
franchise.
4 0
running to the City. rtch a good and eufftcient surety appro'dll
I fully observe and perfom any and a11 of the provislona of this 1 1. No recovery by the City of AU~ sum by reason Of the bond
regulred hereln ahall be any ltmltation upon the llmblltty of the
Grantee to the Clty, except that any sum recelved by the City by
rea.300 Of the bond required herela aha11 be deducted from any recovery
which the City might have agn1n.t the Grantee. D
(d) Acceptance of chis Ordi~l.lr:ce I This Ordir?a,-:ce and
cernnj 3nd provisions shall be accrpced by the Grantee by ;.ritcen
)
be, and filed with the City Clerk within twenty (20) days after the
instrument executed and acknowledged by it as a deed is required to
passage of this Ordtnance. Such writcen instrunent shall State and
express the acceptance of chis Ordindncr And its cerms. conditions
and provisions; and said Grantee shall agree to said instrument to
and recitals herein are correct and that it has made and does =ke
abide by, to observe and perfom same, and declare that scatezent
chis agreement, sca~e~encs .1rd hissi ions in this Ordinance recited
B
0 to have been or to be x<!-? Ord :tL6j 101 11 13
. .I
its fin3.L passage and publication provided such formal acceptance
hereof of the tens and conditions by the Grancee as herein providc.2
$7,500.00 (which includes $1,500.00 legal fees) in the form of
in forn approved by the City Attorney and che acceptance fee of
certified or cashier's check shall both have been filed and
deposiced with the City Clerk within such twenty (20) days. The
Grantee shalL also bear the publication costs for this Ordinance.
tf one or both of che aforementioned is not filed or deposited as
required, chis OrdinAnce shall not cake effect but shall be null
and void. The instruTent of acceptance or an executed counterpart
thereof shall be filed for record in the office of the Register of
2. This Ordinance shall take effect twenty (20) days after
Deeds
sane
accep
is filed xith the City Clerk. The recorded copiss of such
at the Grantee's expsnse uithin thirty (30) days afcer the !lrd
tance shall 5e obcained and preserved by the City Clerk. LO/ ! L/ 83
'- 5 5 4
0 c
6. IC shall be the right of all subscrtSers to receive all
av3tlable services insofar as their Cinanclal and other obligations
to the Grantee are honored. In the event that the Grantee elects
to overbulld. rebuild. modify, or sell the system, Or the City
revokes or fails to renew this permit, or.the City elects to purchase
the System. the Grantee shall do everything in its power to ensure
that all subscribers recetve continuous, untnterrupted Service
regardless of the circumstance. In the event of purchase by the
City. or a change of Grantee, the current Grantee shall cooperate
with the Clty. or with a representative appointed by the City to
operate the system for a temporary period, in malntalnlng conttnulty , of service to all subscribers.
not; LL:Lc+d co che following:
d. The Grancee shall also carry as add-on isrvic*s, but
..
I 4. Educational Access Channel: Upon the inau uracion of
the cabre system's subscriber service ch? Grantee shalf provide one
be provided without charge for a period of fifteen (15) years, said
fully operational channel for educational uje This channel shall
the comencing at completion of the cable system basic crunk line.
Continuation of this channel shall be detemined by the Corrmon Council
Yuskego City Limits.
The Grantee will provide 52 broadcasting hours per year within the
5. xunicipal Access Channel. Upon inauguration o€ the cable
ational channel for government use. This channel shall be pro.jided
system subscriber service. the Grantee shall ?rovide one fully oper-
without charge for a period of fifteen (15) y?ars, said time comencing
at completion of the cable syjtern basic trunk line. Continuation of
this channel shall be decernined by the Comon Council.
ichaol Bolrd, one (1) Jddirional local orizin.lcion cnannel shall St.
-ad? av~i l-b!? for bot? :'>c-'?~'?-~~nt and ?ducat l0r.a I pur?@s?s ;his
ziannel sh!l be a',.~il.~'lLc .-ic3.in six (3) :c>~-:hs af Ehis .--rit:?n
:*cues: at 70 ck.+r<s r: 2>.: . ". 0rd a-? LO! !1/33
5. the vritcen request o€ the Cor-on Council and the
-
I)i;!CT?d 1 rl ~L6S !O/ l L .'33
I c) Pro<rJ--i?< --~!c i itr i '2 .> >'~ (-Jrc :;Lis ' 7
_v I. 3:J
1 De!?ted lY<! LO5 lO/l!,'33
6 The tran:ee shall provide 311 r-ls:~:ahle technical and
2rograrrming assistance to all partips pr~<rz.-c~?g on the Grantee's
cable system
7 The Granter shall make all reasrinIb1.s efforts tO encclrl,-?
the use Of its non-broadcast channels.
in i
I3 -
capab #le of delivering thirty-six (36) television channels.
(g) The converters ucilized in the cable System shall be
0 shall install a switching device upon satd subscriber's television
receiver whereby said subscrlber nay discoonrct his television
receiver from the Grantee's cable system in order to receive ov~r-
the-air television signals. The price of thls device to said sub-
scriber shall be the cost of said devlce to the Grantee, or less
at the option of the Grantee, and the Grantee shall not charge the
subscrlber any fee for the installtion of said devlce. The Grant?e
shall make all reasonable efforts to obtaln sald devices at the low-
est possible cost to him.
(h) At the option of any individual subscriber, the Grante?
shall provlde a device whlch allows said individual subscriber to
utilize a key to disconnect those channels providing addltional
of said device shall be the cost of sald de.Jice to the Grantee, 0:
services to the subscriber. such as pay-TV channels. The price
less at the option of the Grantee. and the Grantee shall not Chars2
Crlncee shall make all reasonable efforts to obtaln said devicrs
the subscriber any fee for the installation of sald device The
at che loves: posslble coat to hlm.
(1) At the option of any individual subscriber, the Granter
(9) Rates (a) Rate Schedl~l~ 1 Tke rate charged subscrlbers
shall be falr and reasonable. 3ald raL.33 s:all ITSO be nondlscrl7-
lnltory. excegt a9 provlded in SuSgcsc!ons 2 , 3 , 4 , 6 and 7 .
33S1C service to resldential suSscriSers. a I?? >I S25 00.
(11)For tnscallaclon of a first o'uclet to provlde
residentlal subscribers, a monthly fee of 53.00 per outlet. and an
(1ii)For additional outlets to prov!d? basic servlce to
lnstallatlon fee of $15.00 per outlet, provld2d that installation
fee of sald additional outlet shall be undertaken by the Grantee at
no charge to the subscrlber if said installatlon is ordered by
the subscrlber to occur at the same time as the installatlon of an
outlet Cor which a fee is chnrged;
(iv)For reconnectlon of. an outlet to provlde basic service
to a subscrlber. after said subscriber has been disconnected from
the Grantee's cable system, an instnllatlon fee of $15.00;
0 tO a subscriber rlthin a subscriber's resideare. a fee of $15.00.
(v) For relocatlon of an outlet to provlde baslc service
to a residenttnl subscrlber -ah0 has moved to a new residence with-
In the City of Uuskego and had subscribed to the Grantee's cable
system at hls old resldence wlthln the City of Muskego untll the
Gra2tee must lnstall a new drop atsald subscriber's new residence, a tlme at whLch he moved. a fee of $15.00; provided that if the
[he Grantee may charge the fee speclPied in subsecclon (Lilabove;
(vi)For installation Of an outlet to provide basic service .
required to be provided by subsection (7) (b) 1.C. of this Ordinance
30 monthly fee nor installtion fee to the subscribers of the basic
service provided by the Grantee;
(vli) For a first outlet to provide the radlo servlces
(v1ii)Por a first outlet to provlde the rad
required to be provlded by subsection (7) (b) I.c. Of
a monthly fee of J5.00 and &n inatallation fee Of $15
rho do not subscribe to the basic servlce provided by
io services
this Ordinance,
.OO to partles
the Grantee.
I'
5. If the-Grantee deslres to provide ne- services not
set forth io the Grantee's proposal, the rates for such servlces
shall be approved pursuant to subsection (9) (b) Or this Ordinance.
6. Yothlng in subsection (9) (a) 1. above shall be con-
strued to prohibit the reduction or waiving Of charges conjunction
wlch promotional canpalgns for the purpose Of attr-cting Subscribers,
nor shall tnis provision be interpreted to prohibit the establishment
of a graduated scale of charges and classifled rate schedules to
vblch any subscriber or progrmer included within a Particular
classification shall be entltled. ~rovided that satd classllied race
7chedul s. areJpproved by the Co%n Council pursuant to subsection(a) ,.b) of t%Ls Or Lnance.
servlce throu&hout the franchise area at the nor321 installation
Ser cable =l!e or gr?ater. Vhere the averlge deasity is less than
30 homes Per cable xile, service rill be provlded scbject to the
Ccmpaay'a 11x8 extensloa formula, shorn below.
9 The Grantee rlll construct the cable system and provlde
carges.
So long as the average denslty 0: constructloo fs 50 homes
- 18 -
d (d) Termlnation of Service. 1. If any subscriber fails to
lay a properly due monthly subscriber fee. or any other properly due
fee or charge, the Grantee may disconnect the subscriber's servlce
outlet. Such disconnection shall not be effected until sixty (60)
days after the due date of said delinquent fee or charge, or until
ten (10) days after adequate written notice of the intent to disconnect 1 has been delivered to the subscriber in question. After disconnection.
upon payment of the delinquent fee or charge and the payment Of a
recommended charge, the Grantee shall promptly relnstate the subscriber's
cable service.
Grantee shall promptly remove all of its facilities and equipment from
.all1 be disconnected at the poles if above ground or at the connection
the premises of such subscriber upon his written request. The service
Sox if under ground so that such disconnection shall be outslde
rathrr than inside the home. For multiple family d.s.ellings such
disconnection shall be made in the basement or other appropr11:e
service area outside the living area itself. Any such rero';aL sh311
be at no cost to the subscriber.
2. Upon termlnation or service to any subscriber, the
(e) gerunds to Subscribers and Prdgra.---ers 1. If the
3
Grantee fails to 2rovide any material service req'Jested by a subscriber
or progra:mer, the Grantee shall, after adequate notification and
belng afforded the opportunity to provide the s?rvice, promptly
.luesrlons Sy sald subscrlber or progrunrer
eefund all depsslts or advance charges plid fo: :he service in
e 1
:hr first t'uelve (12) moths of said ser.~ice becl'Jse of the failure
2 If any subscriber terminates any m>t?l:~ ser'ilce during
of the Grantee to rer;der the service in accordance wlth the standards
Set forth in this franchise, the Grantee shall refund to such
subscriber multiplied by the fraction of the zrelve (12) month period
for which the subscriber will not be receiving service.
3. The Grantee shall make refunds to sAt,scribers pursuant
to subsection (7) (e) 2. of this Ordinance.
D (10) Protection of Individual Rights. (a) Discrtminatory
Practices Prohibited. The Grantee shall not deny service. deny
access. or otherslse dlscrimlnate against subscribers, programers.
or general citizens on the basis of race. color, religion. national
\
to prohibit the reductlon or waiving of charges in conjunction with
promotional campalgns Cor the purpose of attracting subscribers. nor
shall this provision be interpreted to prohibit the establishment
Of a graduated scale of charges and classlfied rate schedules to
which any subscrlber or progr-r included within a particular
classification shall be entitled.
1 origin, creed, or sex. Nothing 10 this provlsioa shall be construed
>ut of the construction, malnrenance and o9eration of iT5 CATV
system, the Grantee will not discriminate against any enp:oyee or
applicant because of race. creed, color, religion. sex. or national
origin. The Grantee shall strictly adhere to the equal mploymrnt
opportunity requirements of the FCC, as expressed in Section 76.13 (a)
(8) and 76.311 of Chapter 1 of Title 47 of the Code of Federal
Regulations. The Grantee shall comply at all times with all other
ap2licable Federal, State, City and County laws, and all executive I
The Grantee will take affirmative action to ensure that applicants
and adninistrative orders relating to non-discrimination in employmnt.
are employed, and that employees are treated during enploynent, with-
out regard to their race, creed, color, eex, religlon or national
origin. Such action shall include, but not be limited to the following
rr.;loynent. upgradlng, derotlon or transfer, recruitment or recruitment
advertising. layoff or terrnlnsrion. rates of pay or other forms
of cor,z~nsarlon, and selection for ~ralnlng, includir,; a3;renticeshlp
Tre Gr2;ltee shall post in co~spicuous places, av31lab:e to employees
Ir,d ap7licants for employment, notices setting forth tk? provisions
o: :?IS ncn-discrimlnatorg clause. The Grantee shall, in all solicltation~
dr 12\'errise-ents for employees placed by or on h,?.?alf of t!7e Grantee.
en;ioy-ent without regard to race, creed. color, sex. religion. or
s:a'.e that all qu~!ifled app1:cants will receive ccnsi2rratlon for
nat~onal origin The Grantee sill incorporate :?.c foreg3ing requirewnts
of :his paracraph ~n all of 1:s contracts for u*>ri re.;L:ive to 4
co:~:r~ctlo~. n~intenance and cperation of the C.AT; s:;s:e,. other Ch3n
.C~~!TP ail of LCS contractors for such work to :ncor>c:r:e sscb re-
r..i~z~;~ ?or scandlrd con?lrrclal supplies or r3a :&:e~:a!s an2 wlii
:;,::r,.-.-.ln:s i?~ 111 subcontracts for such work.
(b) Employment ?ractices of the Cran:?.r !n ::.+ C?.r?;lng
- - -.
(c) Cable Llonitor!.?g Neither the Cr~zrre, DOT any
gob'?ro.3ental bureau, departme-:. unit, agency or ent 1:y. at the
federal, State. county, or local level, no anb other ;ers?n or
entity, shall monitor. or arrsnge for the uc~nitoring 0:. any
cabl?, line, Signal input device, or subscriber outlet ,JT receiver
for any purpose whatsoever.
(d) Right of Privacy. 1. The Grantee shall not transmit
any Signal tO or from any dwelling or any other bullding without
bullding; provided that where sald Owner has leased said dwelling
the express authorization of the Owner 01 said dwelling or other
or other building or a portion thereor, express authorization
shall be obtalned from the lessee and not from the owner.
2. Nothing 10 this section ahall diminish any rights
of resldenta Of dwellings or otber bulldinge protected by Section
(10) (e) of this Ordinance.
apartment bullding. condomlnium, nurelng home. or any orher rental
(e) Righte of Residente. 1. An owner or operator Of an
facility may not interfere with or charge s fee for the installation
prertises, except that such owner or operator nag requlre
I cable facllitiea for the uno of a leeaee of sald property Or
a Installation to Conform to reasonable conditions
necessary to protect the safety. appearance and Punc-
tioning of the premises.
b The Grantee, occupant, or tenant to pay for
the installation. operation or rerioval of such facll-
ities. or
indemnlfy the owner or operator for any damages caused
c. The Grantee, occupant or tenant to agree to
by the installation, operation or removal of such
facilities.
2. It shall be unlawful for the Grantee to reimburse or
offer to reimburse any person, or for any person to demand or receive
Of such person of Grantee's facilities necessary to connect such
reimbursement from the Grantee, Por the placement upon the premises
CATV service to said premises
perSOn.3 premises to the dlstributlon lines oP Grantee to provide
rent charged to tenan's ar occupants a?o rrce;.de cable services agd
to those vho do not.
3 A landlord may not dlscrl7inace in the amount of
4. The Grantee may not take actlons which zould diminish
or interfere with the privilege of any tenant or other occupant of
anv such building to cse or avail h~nself of -3ster or individual
antenna equipment e b (9) Sa!e af Subscrlber Lists ?rohlblted The Grantee
shall not sell, or otherwise make avallable. lists of the names and
addresses of its subscrlbers, or any list which identifies. by name.
subscriber vieving habits, to any person, agency. or entity. for 3ny
purpose rhatsoever.
(11) Rights Reserved to the City (a) The right 1s
hereby reserved to the City to adopt, in addition to the provisions
contained herein and in existing applicable ordinances. such additional
powers, provided, that such regulations, by ordinance or othervise.
regulations a3 it shall find necessary in the exercise of the police
shall be reasonable and not in conflict wlth the rights herein granted
(b) Nothing in this Ordinance shall limit the right of
exercise of eminent domain. condemnation proceedings or otherwise.
the City to acquire the cable systecl of the Grantee through the
(c) Nothlng contained in this ordinance shall be con-
strued to llrnlt or in any ray irpair the powers and authorities of
the City of Yuskego, except a8 orpreasly stated in this Ordinance.
5. copies of all petitions, applications and com-
munications submitted by the Grantee to the Federal Communications
x~~lssio~, securities and Exchange Comnission. or any other
ederal or state regulatory comlssion Or agency haveing jurisdiction
in respect to any matter affecting cable Operation shall also be
City Clerk.
Submitted simultaneously to the City by filing the same with the
6. The Grantee shall maintain records of those subscriber
complalnts and requests for service which it has received. the time
of such reception, and the time at which it responded to said
subscrlber complaints and requests for service. Every two months.
The Grantee shall also keep a copy of said records at its local
copies of said records shall be submitted to the Common Council.
off ice
7 T-- iranr?? shall keep and maintain a complete
record of lil ??rS'J?S Or g:o'ups requesting time on its access c,?3nn- .,
Said rec0r.d shall 32 33d.1 l'.'ailable for public inspection and a co?;;
of said record sk*ll D+? s.~=-:tted to the cable review conunittee
shall 5.e kept on f:l? Sy r:? Grantee for the duration of this
franchise.
3 .Al! recL:.is re:7uired by this Subsection (13) (3:
e (b) Revocario3 of this Franchise. 1. In additlon :g
11 Qther rights.and 9o;se.r~ sertaining to the Clty by vir:ue 0: :-'
rdlnance or other.u:sr, t>? City reserves the right co revoke. ' ter-inate and cancel the ir~nchise and all rights and privileq?s
Of the Grantee her?under :3 xhe event that
of this 0rd:nance. any material provislon of the
Grantee's proposal, or any rule, order or deterrnlnatt ":
of the City Fade pursuant to this Ordinance. except
where such violation, other than subsection b. below,
is without fault or through excusable neglect; or
a. The 'Irantee violates any material provlsiqn
b The Grantee becomes insolvent. unable or
unwilling to pay its debts, or is adjudged a bank-
rupt, or
c A receiver or trustee has, at least one
hundred and twenty (120) days beforehand, been
appointed to take over and conduct the buainess of
the Grantee. whether in receivership. reorgnnizatiOn.
bankruptcy. or other action or proceedings unless
such receiverehip or fruateeahip ehall have been
vacated prlor to the expiration of eald one hundred
and twenty (120) daya, or unless;
(1) rlthln one hundred and tveniy (120) days
after his election or appointment, such rec-
eiver or trustee shall have fully complied
a11 the provlstons of this Ordinance
and remedied a11 defaults thereunder. and
(:i) such recelver or trustees. within said
one hundred and taentY (120) days, shall have
executed an agreemnt. duly approved by the
whereby such receiver Or trustee assumes and
court having jurisdiction in the premises,
vision of this Ordinance, or
agrees to be bound by each and every pro-
d. There bas been a change in the control of the
Grantee requiring the Consent of the Comn council.
Pursuant to subsection (13) (C) of this Ordinance, and
such consent has been denied or not given, or
e. The Grantee attempts to evade any of the
material provisions of this Ordinance or practice any
!raud or deceit upon the City. or
to ninety percent (90%) of the residential struct"res
in all aress of the City %here there ~re at least
.fifty (50) residential structures per line rlrhin
four (4) years after receipt of authorization frc.-
all required governmental agencies and acceFt3ble
pole attachzent agreements have been obtained by
the Grantee. provided that this period nay be ex:e-:'!
by the Corrson Council if the Grantee is dilisently
pursuin~ sach authorization and pole ?:rnLL.".-.t
agree men:^ axd the delay is not caur-;.d Sy :xy fau:: & -.g
of the Gra3:ee or results from srr1;cc.s 33:~ral di=l~"-
or other ~>ccz~rrences over shlch :he GT~>I*?? '*auld
ha,;,? no c'lntrol
1. The Grantee fails to hav? scrvlce arlilable
the vlolatlon of subsection (10) (C). (10) (dl or
(10) (f) of this Ordinance.
g. The Grant- intentionally violates or per-17s
h. The Grantee intentionally Violates ar pemlts
the violation of subsection (13) (a) 3 (3: this
Ordinance. I
2. Such revocation, termination and cancellation shall
occur only after a public bearing has been conducted by the Cormon
Council. If a8 m result of said public hearing, the Common Council
approves and recomnenda revocation, termination. and cancellatioo.
the Common Cou~cfl may put such revocation, termination, and cancel-
lation into effect by ordloance duly adopted after thirty (30) days
notice to the Grantee. Such revocation. termination. and cancellation
shall in no way affect any of the rights under this Ordinance or
any provisions of law. In the event that such revocation, termination.
and cancellation depends upon a finding of fact, such finding of fact,
an made by the Common councll shall he conclusive; provided, how- (3
ever, that before the franchlse may bo rovoked. terminated. and
cancelled under this Section. the Grantee must he provided with an
opportunity to be heard before the Comon Council
3. In the event that the City revokes, terminates.
and cancels this permit, pursuant to appropriate provisions of
this Ordinance, the City shall have the right to purchase the ' Grantee's cable system at a price not to exceed its then book & value (that is. original cost of property less accumulated depreciation)
The book value shall be determined by the City in accordance with
generally accepted appraisal and accounting principles. Under no
circumstances shall any valuation be made for "good will" or any
right or privilege granted by this Ordinance. After purchasing the
Grantee's cable system, the City shall have the right to sell said
cable system to another operator if the City so chooses
4. Whenever Chis franchise shall set forth any time
time shall be deemed of the essence and any failure of the Grantee
for any act to be performed by or on behalf of the Grantee, such
to perform within time allotted shall always be sufficient grounds
:or the City to revoke this franchise.
5 If grounds for the re'docazlon of this franchise
+xlsts, the Comn Council may, pass a resoturton imposing any
penalty or sanction including a modification of the franchise term
:.~t amounting to revocation, upon the Grantee, provided that said
:zollty ,ar sanction not mounting to revocation is agreed upon
3y bctn tne Grantee and the Cormon Counctl If no agreement is
r53ched S?rueen the Cranrre and the Co--~on ~C~~tncil. the Common > Counc~l sball decide whether or not to r*va;(.: :he Grantee's
4 Upon the foreclosure or other judicial sale of
a11 or a substantial part of the Grantee's cable system, or upon
of said system, the Grantee shall notify the &mmOn Council of such
the termination of any lease covering all or a substantial part
fact, and such notification shall be treated as. a notification that
a change in control of the Grantee has taken place, and the pro-
visions of subsection 1.. 2.. and 3. above shall apply.
5. The consent or approval of the Common Council
to any assignnent. lease. transfer, sub-lease. or mortgage of
rights of the City in and to the streets.
this franchise shall not constitute a waiver or release of the
6. Nothing in this Section sball he deemed to
prohibit mortgage or pledge of the cable system equipment or any
part thereof or a leasing by the Grantee from another person of
sald cable sys~e~ equipnent or part theresf for financlng purpos.15
sr fither;.isr .-.., . - .. SSC?. ror:;ize , pledge, or lease shall be subj.:cr
and suSordlnlre :a the r:;?:~ af the Clty ugder this contract
or applicab!? I3.c
p:I) :;lr?n<.;_.i Sco?e sf this Ordinance (&)
Ca37liance 'u.:h L~cal. Stare lnd FeLeril LJ-V 1. The Grantee shal
co~srr~cz. o-,erar? and nalnrain the C.1Ti' system subject to tke
su?ervision 0: all of the authorl:!es of the Clty who have jcrls-
dlc:lon in s-c? Titters and :n str!ct cs.~pllance with a11 la.-s,
ord:n3>ces 2-2 2~.5art.~e;r r<J!;.s and reg,~!nt!ons
2 If at ar.y [!ne the 2o'aers of the Cormon Cocncll
or any a;;t.nc, 3.- ~r:iclal of :he Ci:y are transferred by law to
a!~y o:?er Scard, authority, agency or ofiic~al, tbls board, aathorl~y
agency or official shall have the power, rlghts and duties previouq!y
VrsKed under '.his Ordinance or by lav in the COmmOn Council Or any
agency or official of the City
3. !iotwlthstandlng a?y orb.er ?revisions Of this
franchise. the Grantee shall at all tlzes conply wlth all laws and
regulations of the state and federal government or any administratlbc
agency thereof; provided, however, if any such state or federal law
or regulation shall require the Grantee to perform any service or
shall permit the Grantee to perform any service in conflict with
the terms of this Ordinance or of any law or regulation Of the City.
then as soon xa possible following knowledge thereof, the Grantee
shall notify the Coumon Council of conflict believed to exist
between such regulatione or law and the laws or regulations of the
City or this Ordinance. Xf the Common Council determines that a
material provialon of thle Ordinance is affected by such subsequent
action, the 6-n Council shall have the right to mdlfy any of the
provisions berein to such reasonable extent as may be necessary
to carry out the full intent and purpose of thie Ordlnnoce. I (b) Pallure of City to Enforce this Franchise No
complying wlth any of the term and condltlons of this franchise by
lalwer of the Terms Thereof. The Grantee shall not be excused from
any fallure ~f the City upon any one or more occaslons to insist upon
or to seek cor2llance wlth any much terms or conditions.
. ?i
4
I
D
r ,-
~~~~ ~
lZ3Sb12
AFFIDAVIT OF ACCEPTANCE OF CABLE TV OHDINANCES
This is to certify that lngersoll Cable Corporation, a wholly
owned eubsidiary of Ingereoll Industries, lnc.. doe5 hereby
accept the .terms, conditions and provisions specified in Chapter
1z.19 of,tbe uunlcipa1 Code of the city of Muskego as created by
Ordinance 1368 and mended by Ordinances 6437 and 1465(As Amended).
and hereby agreee to abide by, to observe and perform same, and
declare that atatement and recitals contained in Chapter 12.19 AS
Amended are correct and that it has made and does make this agree-
ment, StaLBment and admissions in this Chapter recited to have been
or to he made.
Ingersoll Cable Corporation acknowledges that it is hereby
rendering herewith to the City of Yuskemo the sum of $7,500 as its
ucwptnnco !ea aa required by thla Chuptwr, und ia nlao rendering
the 150,000 bond required by Chapter 12.19 and its amendments thereto.
lngersoll Cable Corporation further acknowledges that pursua.nt
to Chnpter 11.18 it will immediately upon submiesion of the bill,
remit to the City the coat of the publication of the amendments to
said Chapter contained in Ordinance 1465 As Amended.
STATE OF lISCONSIN )
COUNTY OF 1AUKESHA )SS.
Personally came hetore me thls &day OC c@dLd ,
19kJ3. the above named John 3. Ingorroll, Jr. Lo mu known to be
the sum.
thw person uho executed the foregoing InYtrwent and acknowledged
THIS INSTRUYLXT WAS ORAFTU) BY:
AttOneY Donald S. Molter. Jr.
P. 0. BOX 708
Wuukesha. Wisconsin 53187