§ 17. Cancellation of franchise.

(a)

In addition to all other rights and powers pertaining to the City by reason of this franchise or otherwise, City reserves the right to terminate and cancel this franchise and all rights and privileges of Company hereunder in the event that Company:

(1)

Violates any material provision of this franchise or any material rules, order, or determination of the City or City Council made pursuant to this franchise unless due to act of God or circumstances beyond Company's control;

(2)

Becomes insolvent, unable or unwilling to pay its debts, or is adjudged bankrupt;

(3)

Attempts to evade any of the material provisions of this franchise or practices any fraud or intentional deceit upon City; or

(4)

Fails to complete the upgrading of the system and to activate the upgraded system within the time provided in Section 7 of this ordinance.

(b)

Procedures for enforcement or termination of franchise:

(1)

Notice of violation. In the event that the City believes that the Company has not complied with the terms of the franchise, it shall notify the Company in writing of the exact nature of the alleged noncompliance.

(2)

Company's right to cure or respond. The Company shall have thirty (30) days from receipt of the notice described in Section 17(b)(1):

a.

To respond to city, contesting the assertion of noncompliance; or

b.

To cure such default, or

c.

In the event that by the nature of default, such default cannot be cured within the 30-day period, initiate reasonable steps to remedy such default and notify the City of the steps being taken and the projected date that they will be completed or within such time period as may be reasonably agreed to between the City and the Company. The Company may not designate a projected date which is later than the date by which the default could reasonably be cured by the exercise of diligence.

(3)

Public hearing. In the event that the Company fails to respond to the notice described in Section 17(b)(1) pursuant to the procedures set forth in Section 17(b)(2), or in the event that the alleged default is not remedied within thirty (30) days or the date projected pursuant to 17(b)(2)c. above, the City may schedule a public hearing to investigate the default. Such public hearing shall be held at a time which is not less than ten (10) business days after notice by the City to the Company in writing of the time and place of such meeting. The Company shall have the opportunity to be heard.

(4)

Enforcement. Subject to applicable federal and state law, in the event the City, after such meeting, determines that the Company is in default of any provision of the franchise, the City may:

a.

Seek specific performance of any provision, which reasonably lends itself to such remedy, as an alternative to damages;

b.

Commence an action at law for monetary damages or seek other equitable relief;

c.

Receive liquidated damages from Company and/or Company's guarantor, as provided in sections 15 and 16; or

d.

In the case of a substantial default of a material provision of the franchise, declare the franchise agreement to be revoked in accordance with the following:

1.

The City shall give written notice to the Company of its intent to revoke the franchise for noncompliance by the Company, including one or more in-stances of substantial noncompliance with a material provision of the franchise. The notice shall set forth the exact nature of the noncompliance. The Company shall have thirty (30) business days from such notice to object in writing and to state its reasons for such objection. The City may then commence an administrative proceeding in accordance with this section to consider termination of the franchise.

2.

The City and Company shall attempt to jointly select a third party to conduct the administrative hearing. If the parties are unable to agree upon a single hearing officer, each may select one (1) officer and the two (2) officers so selected shall select a third officer.

3.

In any proceeding under paragraph 1. above, the Company shall be afforded adequate notice and the Company and City shall be provided a fair opportunity for full participation, including the right to be represented by legal counsel, to introduce relevant evidence, to require the production of evidence, to compel the relevant testimony of other persons as permitted by law and to question witnesses. A complete transcript shall be made of such proceeding.

4.

Upon completion of the proceeding described above, the administrative hearing officer(s) shall issue a written decision setting forth the reasons for such a decision and shall transmit a copy of the decision to the City and Company. After a public hearing at which the public and Company may participate, the governing body of the City may then accept, reject, or modify the decision of the administrative hearing officer(s) and shall issue a written statement setting forth the reasons for its actions. Company shall be bound by the City's decision, unless it appeals the decision within sixty (60) days of the date it is issued.

5.

If the Company is adversely affected by the decision of the City, it may appeal the action in any court of competent jurisdiction. For purposes of that action, the parties stipulate that the record of the administrative hearing and the decisions of the administrative hearing officer(s) and the City shall constitute the entire factual record.

6.

The City may, at its sole discretion, take any lawful action which it deems appropriate to enforce the City's rights under the franchise in lieu of revocation of the franchise.