[HISTORY: Adopted by the Board of Trustees of the Village of Babylon 6-23-1970 (Ch. A252 of the 1981 Code). Amendments noted where applicable.]
GENERAL REFERENCES
Poles, wires and pipelines — See Ch. 265.
A. 
For the purpose of this agreement, the following terms and phrases shall have the meaning given herein:
BOARD or VILLAGE BOARD
The Village Board of the Village of Babylon.
CABLE TELEVISION SYSTEM
A system for the distribution by coaxial cable, microwave, laser beam or any mechanical, electrical or other means of transmitting signals from a central antenna head or other device to the outlets of persons connected with the system. It includes two-way transmissions.
GRANTEE
Includes TelePrompTer Corporation and any other person which, as a result of assignment, lease or sale of right, stands in the position of the grantee with respect to the operation and control of the cable television system.
[Amended 3-9-1976]
GROSS REVENUES
Includes all fees paid by subscribers, with the exception of payments for connections to the system and for repairs; all payments by advertisers; all payments for rental of channels, whether said rental is on an hourly, portion of an hour, or long-term basis; fees for fire or other protection systems; fees arising from communications and transmittal of information of any nature, pay television, program origination and all other income derived from operation of the system by the grantee, its subsidiary corporations, its parent corporations or any corporation the beneficial ownership of which is substantially the same as that of either of the grantees.
PAY TELEVISION
Includes any special payment or any increase in the regular monthly charge which is given in consideration for the reception of a specific program or programs.
PERSON
Any person, firm, partnership, association, corporation, company or organization of any kind.
VILLAGE
The Village of Babylon.
B. 
The word "shall" is always mandatory and not merely directory.
A. 
The grantee shall have a nonexclusive franchise for the purpose of offering and furnishing cable television service to the entire Village of Babylon. Said franchise shall be subject to all of the terms and conditions of this agreement.
B. 
The grantee shall have the right and privilege to erect, construct, operate and maintain in, upon, along, across, above and over and under the roads, streets, alleys, public walks or sidewalks and public ways, courts, squares and places and all extensions thereof, the bridges, aqueducts, viaducts, bulkheads, docks, wharves and additions thereto, located in the Village of Babylon, the poles, wires, cables and appurtenant devices, overhead or underground conduits, manholes and other conductors, structures and fixtures necessary for the maintenance and operation of a cable television system, together with the right and privilege of conducting the business of furnishing cable television service in the Village. The Village hereby consents to and authorizes, insofar as it has power to do so, the use by the grantee of the poles, structures, underground passages and other conduit facilities belonging to the New York Telephone Company, Long Island Lighting Company or any other company now or hereafter furnishing telephone, gas, electric or other public utility service in the Village. The Village agrees to exercise its best efforts to cooperate with the grantee in the performance of this franchise.
This franchise shall continue in force for a period of 25 years and, upon the expiration thereof, may be renewed on such terms and for such further period as the parties may mutually agree. Unless either party gives 90 days' notice in writing to the other of an election not to renew upon the same terms, the franchise shall be deemed automatically renewed upon its expiration upon the terms then in force for a further period of five years, and at the expiration of said five-year period and each five-year period thereafter shall be deemed automatically renewed upon the terms then in force unless 90 days' notice in writing of intention not to renew upon such terms is given by either party in writing to the other. The grantee shall notify the Village in writing at least 180 days prior to the end of the term or any renewal term advising the Village that the term is due to expire. In the event that the grantee fails to give the Village such notice, the automatic renewals provided for herein shall be of only one year's duration.
The cable and conduit of the grantee shall be placed underground whenever and wherever reasonably practicable. In determining what is reasonably practicable, the following shall apply:
A. 
Where a roadbed is asphalt or tar, cable and conduit shall be placed underground unless existing utility lines are overhead or extraordinary circumstances or conditions make such installation prohibitive.
B. 
Where concrete roadways, sidewalks or curbs must be excavated in order to locate underground cable, then the grantee may make overhead installations.
C. 
In any area, irrespective of Subsections A and B above, where all other public utilities are located underground or where other public utilities are subsequently located underground, the grantee's facilities shall be located underground.
D. 
In crossing a concrete road, the grantee shall install its cable underground unless other public utilities cross the road at such location by use of overhead means.
The following charges to the public for installation and services are authorized:
A. 
A nonrecurring installation cost not exceeding the sum of $15 for the first standard connection at a particular location and $7.50 for each additional standard connection at said location. In the event that the grantee deems the installation at a particular location not to be standard, it shall advise the subscriber before making any installation and shall inform the subscriber of the actual additional cost to the grantee of making installations at the location. In such cases, the grantee may be permitted to charge its additional costs to the subscriber. In the event of commercial installations or of multiple installations, the installation cost may be made a matter of negotiation between the grantee and the owners or subscribers; provided, however, that said rate shall be reasonable and nondiscriminatory in that it is available to others for comparable installations.
B. 
A service charge not exceeding $6 per month for the first television set in use at the location and $1 per month for each additional set. In the event that the grantee affixes a supplemental tuning device to the subscriber's television set, the grantee may make a monthly charge of $1 for each such supplemental tuning device.
[Amended 11-17-1975[1]]
[1]
Editor's Note: The amendment adopted 11-17-1975 became effective 1-1-1976.
C. 
All subscriptions shall be on a month-to-month basis.
D. 
For an additional channel there shall be a separate monthly fee of $7 to each resident subscriber electing to receive same.
[Added 11-13-1973]
A. 
Within 10 days following July 1, October 1, January 1 and April 1 of each year for the four years next following the execution of this agreement, the grantee shall furnish a report to the Village Mayor informing him of the installation of cable television facilities in the Village of Babylon during the preceding quarterly period. Said report shall contain a description, including location, of all facilities located in, on, over or under public places and of all head end facilities, the number of paying subscriber connections and the number of nonpaying subscriber connections.
B. 
It is understood that the grantee shall have discretion in selecting the areas to which service is to be brought and the scheduling of construction and installation of facilities. However, after December 31, 1972, the grantee shall be capable of offering television service to any person in the franchise area willing to subscribe, provided that said person is willing to pay the installation and service charges herein authorized. This date shall be extended by reason of delays due to strikes, acts of God or like circumstances beyond the grantee's control.
A. 
The system to be installed by the grantee shall have a minimum carriage capacity of 20 channels. At any time after the expiration of 10 years, the grantee may be required, at the request of the Village, to increase the carriage capacity of the system in order to match the capacity of cable television service generally available elsewhere on Long Island if same is commercially feasible in Babylon. It is the intent of the parties hereto that the grantee shall furnish the Village with a cable television system which, from time to time, incorporates those scientific and technical improvements which are generally commercially available.
B. 
The grantee's system shall, to the extent reasonably feasible in the light of technical considerations and operating conditions:
(1) 
Produce a picture that is undistorted and free from ghost images on standard production television sets in good repair.
(2) 
Transmit signals of adequate strength to produce good pictures at all outlets without causing cross-modulation in the cables or interfering with other electrical or electronic systems and permit adjustment of signal strength as desirable to provide optimum reception.
C. 
The grantee shall be required to conform to technical standards which may thereafter be promulgated by statute or regulation of the United States or the State of New York or their agencies, which standards shall control in the event same are inconsistent with those herein provided.
A. 
Free installations.
(1) 
The grantee shall, at no cost, make one installation at the following locations:
(a) 
All public and nonprofit private schools, colleges and universities.
(b) 
Village Hall and two other locations at Village offices designated by the Mayor.
(c) 
All police and fire stations.
(d) 
All public and nonprofit private hospitals.
(e) 
All public libraries.
(2) 
This obligation shall be limited to making one standard installation at a single point on the premises reasonably convenient to use and shall not require the wiring of an entire building. The Village, school, college, university or hospital may elect to have the building wired by the grantee, but shall be required to pay the grantee the reasonable cost of doing this work.
B. 
The grantee shall furnish service free of charge to the following locations:
(1) 
All public schools and nonprofit private schools, colleges and universities.
(2) 
Village Hall, the two locations designated by the Mayor and all police and fire stations.
(3) 
All public libraries.
C. 
In the event service calls or repairs are required for any location as to which installation or service is rendered without charge, the grantee shall be entitled to make a fair and reasonable charge for any repairs other than those necessary to effect delivery of signal to a single point on the premises reasonably convenient to use.
A. 
The grantee shall make available without charge unlimited time on one channel for the use of educational institutions, the allocation and use of such time to be determined in such manner as the Village Board may direct.
B. 
The grantee shall make available without charge unlimited time on a second channel to the Village for civic and public information services, the use thereof to be determined as the Village Board may direct.
The grantee may apply at any time for an increase or adjustment of the rates charged to subscribers. Said applications shall be made to the Village Board at a public hearing after due notice.
The Village may amend this franchise, upon application of the grantee, when necessary to enable the grantee to take advantage of any developments in the field of broadcast and transmission of television and radio signals which will afford it an opportunity more effectively, efficiently or economically to serve the community.
A. 
The grantee shall render efficient service, make repairs promptly and interrupt service only for good cause and for the shortest time reasonably possible. Such interruption, insofar as possible, shall be preceded by notice and shall, where practical, occur during periods of minimum use of the system.
B. 
The grantee shall maintain an office within a radius of 15 miles from the Babylon Village Hall which shall be open during all usual business hours, have a listed telephone and be so operated that complaints and requests for repairs and adjustments may be received by it any time.
A. 
The grantee shall at all times employ ordinary care and shall maintain in use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries or nuisances to the public.
B. 
The grantee shall install and maintain its wires, cables, fixtures and other equipment in accordance with the requirements of law and in such manner that there will be no interference with any installation of the Village or of a public utility serving the Village.
C. 
The grantee's structures, conduits, cables, lines, equipment and connections in, over, under and upon the streets, sidewalks, alleys and public ways or places of the Village, wherever situated or located, shall at all times be kept and maintained in a safe and suitable condition and in good order and repair.
D. 
The grantee shall maintain a force of one or more resident agents or employees at all times and shall have sufficient employees to provide safe, adequate and prompt service for its facilities. Such staff shall be available for serious emergency repairs on a twenty-four-hour-per-day, seven-day-a-week basis.
A. 
All transmission and distribution structures, conduits, cables, lines and equipment installed by the grantee within the Village shall be so located as to cause minimum interference with the proper use of streets, alleys and other public ways and places and the rights and reasonable convenience of property owners who adjoin any of said streets, alleys or other public ways and places.
B. 
In case of the disturbance of any street, sidewalk, alley, public way or paved area, the grantee shall, at its own cost and expense and as required by applicable ordinance, replace and restore such streets, sidewalks, alleys, public ways or paved areas in as good a condition as before the work involving such disturbance was done.
C. 
If at any time the Village shall lawfully elect to alter or change the grade or alignment or rerouting of any street, sidewalk, alley or other public way, the grantee, upon reasonable notice by the Village, shall remove, relay and relocate its poles, wires, cables, underground conduits, manholes and other fixtures at its own expense.
D. 
Any poles or other fixtures placed in any public way by the grantee shall be placed in such a manner as not to interfere with the usual travel on such public way.
E. 
The grantee shall, on the request of any person holding a building moving permit issued by the Village, temporarily raise or lower its wires to permit the moving of buildings. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting the same, and the grantee shall have the authority to require such payment in advance. The grantee shall be given not less than five days' advance notice to arrange for such temporary wire changes.
A. 
The grantee shall file with the Village Highway Department true and accurate maps or plats of all completed and existing installations.
B. 
The grantee shall file annually with the Village Clerk, not later than 120 days after the end of grantee's fiscal year, a copy of its report to its stockholders (if it makes such a report), an income statement applicable to its Village operations during the preceding twelve-month period, a balance sheet and a statement of its properties devoted to CATV operations in the Village of Babylon by categories, giving its investment in such properties on the basis of original cost, less applicable depreciation. These reports shall be prepared or approved by a certified public accountant, and there shall be submitted along with them such other reasonable information as the Village Board shall request with respect to the grantee's properties and expenses related to its CATV operations within the Village.
C. 
The grantee shall keep on file with the Village Clerk a current list of the shareholders and bondholders of the grantee
A. 
The grantee hereby grants to the Village the right to intervene in any suit, action or proceeding by any person or persons, firm or corporation seeking to enjoin, restrain or in any manner interfere with the grantee in the performance of or observance by it of any of the terms or conditions of this agreement or any notice or direction of the Village Board in such connection, or which involves or might involve the constitutionality, validity or enforcement of any section, subdivision, clause or sentence of this agreement, and the Village may move for dissolution of any such injunction or restraining order or take any other appropriate steps, in any such suit, action or proceeding which it may deem necessary or advisable to protect its interests.
B. 
The grantee promises, covenants and agrees to conform to and abide by and perform all the conditions, provisions, requirements and limitations in the agreement, and the grantee will not at any future time set up as against the Village, the Village Board or any office or official the claim that the provisions of this agreement are unreasonable or void.
A. 
The grantee shall forthwith deposit with the Village Board a bond in a form satisfactory to the Village Board in the sum of $100,000, which bond shall be conditioned upon the faithful performance by the grantee of all the conditions, provisions and requirements of this agreement and compliance with all orders and directions of the Village Board, its representative or other official, acting under the powers herein reserved, and the payment by the grantee of any and all claims, liens and taxes due the Village, arising out of the herein authorized operation by the grantee.
B. 
No action or proceeding by the Village on the bond shall be a waiver of any other legal rights or remedies or causes of action belonging to the Village.
A. 
The grantee shall pay the Village annually, within 120 days following the end of each fiscal year, beginning with the date of this agreement:
(1) 
5% of all annual gross revenues up to $1,200,000.
(2) 
6% of all annual gross revenues in excess of $1,200,000 up to $1,800,000.
(3) 
7% of all annual gross revenues in excess of $1,800,000 up to $2,400,000.
(4) 
8% of all annual gross revenues in excess of $2,400,000 up to $3,000,000.
(5) 
9% of all annual gross revenues in excess of $3,000,000 up to $3,600,000.
(6) 
10% of all annual gross revenues in excess of $3,600,000.
B. 
The grantee guarantees that payments for the first year shall be at least $2,500 and in satisfaction thereof will pay to the Village the same sum of $2,500 upon the execution of this agreement. If the payments for the second fiscal year shall not reach the sum of $2,500, the grantee shall, nevertheless, pay to the Village the difference within 120 days following the second anniversary of this agreement. If the payments for the third fiscal year shall not reach the sum of $2,500, the grantee, nevertheless, shall pay to the Village the difference within 120 days following the third anniversary of this agreement.
C. 
Together with its annual payments as aforesaid, the grantee shall furnish to the Village Board of the Village of Babylon a statement of a certified public accountant showing all receipts constituting "gross revenues" as herein defined. The grantee agrees that the Village may, within 90 days following receipt of the payment and statement as aforesaid, cause an audit to be made of the books and records of the grantee relative to the grantee's operations in the Village. In the absence of fraud, all statements furnished by the grantee are final and binding upon the parties except as to matters claimed within two years after the date hereof.
A. 
Poles or other wire-holding structures to be erected by the grantee shall be subject to regulation by the Village Board as to location, height, type and other pertinent specifications, and such poles or structures shall be moved or modified by the grantee at its own expense whenever the Village Board determines that same is required in the public interest and does not include a tower or structure exceeding 35 feet in height.
B. 
Where poles or other structures already existing in the Village are available for use by the grantee upon just and reasonable terms, the Village may direct the grantee to use such poles and structures instead of erecting or using its own structures, if the Village Board determines that such a direction is required by the public interest.
C. 
Where the Village or a public utility, other than a cable television company, serving the Village desires to make use of available capacity on the poles or other wire-holding structures of the grantee but agreement as to the consideration therefor cannot be reached with the grantee, the Board may, after notice to the grantee and a hearing, require the grantee to permit such available capacity to be used for such consideration and upon such terms as the Board shall, in its discretion, determine to be just and reasonable, if the Board determines that the public interest requires such use and it would not unduly interfere with the grantee's operations.
The grantee hereby assumes and agrees that it will pay and satisfy and hold the Village harmless from all legal liability or for injury to persons or damage to property, including but not limited to damages arising from the infringement of copyrights, occasioned by reason or resulting from or growing out of the installation, operation or maintenance of the cable television system herein authorized, and it is a condition of this agreement that the Village shall not and does not by reason of this agreement assume any liability whatsoever either to persons or property on account of the same, and the grantee shall indemnity the Village as to any loss, liability, cost or expense, including reasonable attorneys' fees, which the Village may incur by reason of or in connection with actions or claims against the Village arising from any act or omission of the grantee and for any damage, including but not limited to attorneys' fees, the Village may sustain by reason of the grantee's defaults hereunder. As a condition of this indemnity, the Village shall give the grantee reasonable notice of and an opportunity to assume the defense of any action or claim arising hereunder, said defense to be entirely at the expense of the grantee.
The grantee shall, within 15 days after the approval by the Village Attorney of this agreement, file and maintain throughout the term of this agreement liability insurance policies issued by a company authorized to do business in this state, insuring the Village and grantee, with respect to the installation, construction, maintenance and operation of the coaxial cables, appurtenant devices thereto and building connections herein authorized, for bodily injury and property damage, including death, in the minimum amount of $1,000,000 for any one injury and the minimum amount of $2,000,000 for any one event.
A. 
This agreement shall not be assigned, transferred, leased or sublet, either by an act of the grantee or by operations of law, without the written consent of the Village. The following assignments or transfers may be made with the consent of the Village, which shall not be unreasonably withheld:
(1) 
An assignment or transfer from the grantee to any other corporation of which the grantee, TelePrompTer, is the owner of all, or substantially all (viz., at least 75%) of the outstanding stock and remains the owner of stock.
(2) 
An assignment or transfer by the grantee, TelePrompTer, to any corporation into which it is merged, with which it is consolidated or which acquires all or substantially all of its operating assets.
B. 
Nothing in this section shall be deemed to prohibit the mortgaging or pledging of the plant, property, including this franchise, or equipment installed by the grantee or the leasing from others of said plant and equipment by the grantee for financing purposes.
A. 
This franchise shall, at the option of the Village Board, cease and determine 120 days after the appointment by a court of a trustee or receiver to take over and conduct the business of the grantee in a bankruptcy, reorganization or receivership unless such receivership or trusteeship shall have been vacated prior to the expiration of said 120 days or unless:
(1) 
Such trustee or receiver shall have, within 120 days after election or appointment, fully complied with all the terms and provisions of this agreement and shall have remedied all defaults under this agreement; and
(2) 
Such receivers or trustees shall, within said 120 days, execute an agreement duly approved by the court having jurisdiction in the premises, whereby such receivers or trustees assume and agree to be bound by each and every term, provision and condition of this agreement.
B. 
In the case of a foreclosure upon or judicial sale of the plant, property and equipment of the grantee, including or excluding this agreement, or the termination by the owner of any lease covering the grantee's plant and equipment, said mortgagor, purchaser at judicial sale or lessor shall be entitled to be substituted as the grantee hereunder, provided that this agreement is not otherwise in default; that said substitution will not impair the grantee's ability to perform or adversely affect the rights and benefits to be enjoyed by the Village and the subscribers hereunder, and that the substituted grantee shall have agreed, in writing, to be bound by all of the terms and conditions of this agreement, except that the Village shall have the option to terminate, consistent with § A368-27 hereof, in the event that such mortgagor, purchaser or lessor shall prove unacceptable to the Village Board.
A. 
In the event any change in the control of the grantee is about to be effected or has taken effect in any manner, including but not limited to a change in such control by or through the sale, transfer, pledge or other disposition of stock, bonds or other securities, then the grantee, its directors, officers and agents shall forthwith notify and file with the Village Board or its representative all information and other data affecting such change. The failure of the grantee or its directors, officers and agents to comply with the provisions of this subsection shall be deemed a default hereunder.
B. 
Unless the Village Board shall fix a date for a public hearing on such change within 60 days after receipt of said notice of change, said change may be effected. If the Village Board holds such hearing and upon such hearing determines that said proposed change is not consistent with the public interest, the Village Board may terminate this agreement upon 30 days' notice to the grantee, and this agreement and all rights and privileges of the grantee as franchisee hereunder shall cease and determine 30 days after the service of such notice. However, the Board shall rescind such notice of termination upon notification and proof from the grantee prior to the aforesaid 30 days that the proposed change has been annulled or rescinded.
A. 
Failure to comply with the terms and conditions herein contained shall constitute a default under this agreement. In addition to all other rights reserved to the Board under this agreement or by law, in the event of defaults on the part of the grantee which, in the light of all of the circumstances, including but not limited to the question of notice and opportunity to cure, are substantial, material and persistent, the Village may institute legal proceedings in appropriate courts having jurisdiction to have this agreement and the grantee's franchise declared canceled and terminated. Except as aforesaid, this agreement shall not be subject to cancellation or termination by the Village by reason of the grantee's default during the term hereof.
B. 
The grantee shall not be declared or determined to be in default under any of the conditions, provisions, requirements or limitations of this agreement in any case in which the performance of any such condition, provision, requirement or limitation is prevented or delayed by reason of strikes, injunctions or other causes or circumstances beyond the control of the grantee.
Upon termination of this agreement, the grantee may, at its option, exercisable by notice in writing to the Village within 30 days following the effective termination date, and shall at the direction of the Village Board, given in writing within said thirty-day period, remove all of its equipment, cables and appurtenant devices from public roads, streets and places in the Village. In effecting any such removal, the grantee shall restore streets, sidewalks and public places from which equipment is removed to good order and condition. Said removal shall be completed within 180 days after notice of election or direction to remove is given.
All the terms and conditions of this agreement shall be binding upon the grantee, its successors or assigns. The rights, powers, privileges and remedies reserved to the parties by this agreement are cumulative, and the exercise of any shall not be deemed a waiver of any other then or as to any other or future instance or circumstances.
In the event that the grantee is required to pay copyright fees or charges in order to carry broadcast program material of a type which is presently being carried on cable television free of such charges, the grantee may increase its charges to subscribers in an amount sufficient for it to recover such additional costs.
The grantee recognizes the right of the Village, in the exercise of its police power, to enact reasonable regulations concerning the conduct of the grantee's business, provided that such regulation shall not be inconsistent with any applicable state or federal regulations or impair the obligations of this agreement.
In implementation of § A368-9 above, the grantee will cooperate with such person as the Village Board designates in providing educational television service in the following respects:
A. 
The grantee will, without charge, make available at its head-end site and permit the use of a machine capable of playback of a one-inch videotape that has been recorded on an Ampex one-inch tape recorder, for the purpose of playing tapes of educational programming material to be shown during the time made available on one channel as provided for in § A368-9A. The Village or its designee shall provide qualified operating personnel for the use of such playback equipment.
B. 
If there shall be established an Instructional Television Fixed Service System (ITFS) serving schools lying within the Village, the grantee shall, if directed in writing by the Village, erect a parabolic receiving antenna not exceeding four feet in diameter, on its head-end tower structure, and the necessary down converter and power supply and interconnections for the reception and transmission of the ITFS signal during the channel time made available for educational purposes pursuant to this agreement. The grantee assumes no responsibility for the delivery of ITFS signal to the location of its head-end site or for the quality of the signal picked up by its aforesaid equipment at such site.
C. 
After five years of operation of its franchised cable system in the Village, the grantee, if so directed in writing by the Village, will make available unlimited time on a second channel for the carriage of educational programming during the normal school day. This second channel shall be used for carriage of a second ITFS signal receiving by means of the same antenna and down converter provided in accordance with Subsection B above. The service time to be provided may be on any of the mid-band channels, nonstandard six megahertz channel located between 108 megahertz and 174 megahertz. This time on a second channel may be used for carriage of a second ITFS signal if same can be done by means of the same antenna and down converter provided by the grantee in accordance with Subsection B above.
D. 
After 10 years of operation of the franchise cable system at the Village, and subject to all of the provisions of Subsection C above, the grantee will make available time on a third channel on its cable system for carriage of educational programming, including a third ITFS signal.
E. 
At each school and library to which the grantee has provided a connection to its cable system, the grantee will provide one converter suitable for selecting any of the proposed mid-band educational channels and convert that selected signal to a standard channel suitable for use on a standard commercial viewer. In the event that additional or more elaborate conversion equipment is desired, it must be paid for by the school or educational authority. The grantee will endeavor to make such equipment and its installation available at prices reflecting its net cost.
F. 
Whenever the grantee assigns a channel for educational use, the grantee shall notify the Village in writing of the channel so designated.
G. 
No other services, distribution, channels, equipment or maintenance other than those explicitly described above will be provided by the grantee as a part of this franchise agreement, nor does the grantee assume any responsibility for the quality of educational programming or the quality of educational signals and, in the event of interruption of such signal, shall be required only to use due diligence to restore service. The above educational services shall be provided only as long as they are not in violation or conflict with any governmental rules or regulations.
In the event that the Village grants another cable television franchise agreement, the grantee shall be relieved of:
A. 
Any of the guaranty provisions contained in § A368-20B above which have not then fallen due.
B. 
The requirement contained in § A368-6B that the grantee be capable of offering service to the entire Village by December 31, 1972.
C. 
The requirements of providing service to education and municipal facilities other than those located in areas in which the grantee is operating, and the grantee shall have the option of electing to have this agreement amended to incorporate any provisions in said other franchise which the grantee deems more favorable than those incorporated herein.