HomeMy WebLinkAboutOrdinance - 80-33 - Cable TV - 12/16/1980 4 ORDINANCE NO. 11y6/)-
AN ORDINANCE, INCLUDING ADDENDUM WITH EXHIBITS, GRANTING
A FRANCHISE TO MINNESOTA CABLESYSTEMS-SOUTHWEST, A
MINNESOTA LIMITED PARTNERSHIP, TO OPERATE AND MAINTAIN A CABLE
COMMUNICATION SYSTEM IN THE CITY; SETTING FORTH CONDITIONS
ACCOMPANYING THE GRANT OF FRANCHISE; PROVIDING FOR
REGULATION, AND USE OF THE SYSTEM; AND PRESCRIBING PENALTIES f
FOR THE VIOLATION OF ITS PROVISIONS
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The City Council of the City of Eden Prairie ordains :
STATEMENT OF INTENT AND PURPOSE
The City intends , by the adoption of this Franchise, to
bring about the development of a System, and the continued opera-
tion of it. Such a development can contribute significantly to
the communication needs and desires of many. Further, the City
may achieve better utilization and improvement of public services
with the development and operation of a Cable Communications
System.
Past studies , participated in by City, have led the way for
organizing a means of procuring and securing a Cable communica-
tions System deemed best suited to the City, in the judgment of
the Council . This has resulted in the preparation and adoption
of this Franchise .
FINDINGS
In the review of Grantee ' s proposal and application and as a
result of public hearings , the City Council makes the following
findings :
A. The Grantee ' s technical ability, financial condition, legal
qualificationZ, and character were considered and approved
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in a full public proceeding after due notice and reasonable
opportunity to be heard;
B . Grantee ' s plans for constructing and operating the System
were considered and found adequate and feasible in a full
public proceeding after due notice and reasonable opportu-
nity to be heard;
C . The Franchise granted to Grantee by City complies with the
existing applicable Minnesota Statutes and regulations and
Franchise standards of Board; and
D . The Franchise granted to Grantee is nonexclusive.
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TABLE OF CONTENTS
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STATEMENT OF INTENT AND PURPOSE 1
FINDINGS 1
ARTICLE I . SHORT TITLE AND DEFINITIONS
Section 1. Short Title 3
Section 2 . Definitions
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ARTICLE II . GRANT OF AUTHORITY AND GENERAL PROVISIONS
Section 1 . Grant of Franchise and Acceptance
Section 2 . Authority Granted 8
Section 3 . Agreement 8
Section 4. Franchise Term 9 _, '
Section 5 . Area 9
Section 6 . Police Powers 9
Section 7. Use of Grantee Facilities 9
Section 8 . Written Notice 9
Section 9 . Rights of Individuals 10
Section 10. Certificate of Confirmation 11
ARTICLE III . DESIGN OF SYSTEM
Section 1 . Channel Capacity-Subscriber Network 13
Section 2 . Picture Quality and Technical Requirements 13
Section 3 . Two-Way Capacity 15
Section 4 . Facilities 15
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Section 5 . Special Channel and Access Requirements 15
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Section 6 . Institutional Network 20
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Section 7 . Service to Public Buildings and '
Educational Institutions 21 a
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Section 8 . Interconnection 21
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Section 9 . Narrowcasting 21
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Section 10 . Computer Services 22
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Section 11 . Regional Channel 22
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ARTICLE IV. SERVICES AND PROGRAMMING, SUBSCRIBER
CONTRACTS, COMPLAINTS
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Section 1 . Services and Programming 23
Section 2 . Interruption of Service and Complaints 25
ARTICLE V. CONSTRUCTION, INITIAL SERVICE AREA, LINE �
EXTENSION AND CONSTRUCTION STANDARDS
Section 1 . Initial Service Area 28
Section 2 . Line Extension Policy 29
Section 3 . Construction Timetable 29
Section 4 . Construction Standards 31
Section 5 . Conditions on Use 34
ARTICLE VI . SYSTEM OPERATIONS
Section 1 . Information Availability 36
Section 2 . Service Contract 37
Section 3 . Subscriber Practices 39
Section 4. Franchise Fee, Rates, Charges, Changes in
Fees and Procedures 41
A. Full Regulatory Power Reserved 41
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B . Franchise Fee 41
C . Rates and Other Charges 42
D. Rate Changes 43
E . Periodic Reviews and Renegotiation 48
Section 5 . Franchise Renewal 51 M
ARTICLE VII . (Reserved) 53
ARTICLE VIII . INDEMNIFICATION, INSURANCE, LETTER OF
CREDIT AND BOND
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Section 1 . General 54
Section 2. Indemnification and Insurance 54
Section 3 . Insurance 56
Section 4. Letter of Credit 57
Section 5. Bonds 62
ARTICLE IX. DEFAULT
Section 1 . Notice and Default 64
Section 2 . Cross Default 66
ARTICLE X. FORECLOSURE, RECEIVERSHIP AND ABANDONMENT
Section 1 . Foreclosure 68
Section 2 . Receivership 68
Section 3 . Abandonment 69
ARTICLE XI . PURCHASE OF SYSTEM
Section 1 . General 70
Section 2 . Procedures 71
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ARTICLE XII . MISCELLANEOUS
Section 1 . Transfer of Ownership or Control 74
Section 2 . Removal After Termination or Revocation 77
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Section 3 . Work Performed by Others 78
Section 4. Interest Rate 79
Section 5 . General Provision on Rights and Remedies 79
Section 6 . Applicable Laws and Court Decisions :
Severability 80
Section 7 . Grantee Will Not Contest Validity of
Franchise 81
Section 8 . Interpretation by City of Franchise 82
ARTICLE XIII . ADMINISTRATION AND ADVISORY BODY
Section 1 . Administrator 83
Section 2 . Advisory Body 83 k
Section 3 . Delegation of Authority by City 83
ARTICLE XIV. JOINT SYSTEM, ACCEPTANCE, INCORPORATION OF
OFFERING, EXHIBITS
Section 1 . Other Franchises 84
Section 2 . Time of Acceptance; Guarantee;
Incorporation of Offering; Exhibits 84
ARTICLE I .
SHORT TITLE AND DEFINITIONS
SECTION 1 . SHORT TITLE
This Ordinance shall be known and cited as the Cable Commun-
ications Ordinance.
SECTION 2 . DEFINITIONS
For the purpose of the Franchise, the following terms ,
phrases, words and their derivations shall have the meaning given
herein. when not inconsistent with the context, words used in
the present tense include the future, words in the plural number
include the singular number, and words in the singular number
include the plural number. The words "shall" and "will" are
mandatory and "may" is permissive . Words not defined shall be
given their common and ordinary meaning.
A. "Basic Service" means all subscriber services provided by
Grantee including the delivery of broadcast signals, covered
by the regular monthly charge paid by all subscribers, ex-
cluding optional services for which a separate charge is
made.
B . "Board" means the Minnesota Cable Communications Board.
C . "City" means City of Eden Prairie, a municipal corporation,
in the State of Minnesota.
D . "Class IV Channel" means a signaling path provided by a
System to transmit signals of any type from a subscriber
terminal to another point in System.
E . "Connection" means the attachment of the drop to the first
radio or television set of the subscriber.
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F. "Converter" means an electronic device, which converts sig-
nals to a frequency not susceptible to interference within
the television receiver of a subscriber, and by an appropri-
ate channel selector also permits a subscriber to view all
basic subscriber signals included in the basic service 4
delivered at designated converter dial locations .
G. "Council" means the governing body of City.
H. "Drop" shall mean the cable that connects the subscriber x
terminal to the nearest feeder cable of the cable.
I . "FCC" shall mean the Federal Communications Commission and
any legally appointed, designated or elected agent or suc-
cessor.
J. "Grantee" is Minnesota Cablesystems - Southwest, a Minnesota
Limited Partnership, its agents or employees. ...
K. "Gross Revenues" shall mean all revenue derived directly or
indirectly by Grantee, its affiliates, subsidiaries, parent,
and any person in which Grantee has a financial interest of
five percent (5%) or more from or in connection with the
operation of the System, including but not limited to, basic
subscriber service monthly fees , pay cable fees, installa-
tion and reconnection fees , leased channel fees, converter
rentals, studio rental , production equipment and personnel
fees, and advertising revenues . The term does not include
any taxes on services furnished by Grantee and imposed di-
rectly upon any subscriber or user by the State, City or
other governmental unit and collected by Grantee on behalf
of said governmental unit.
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L. " Installation" means the connection of the System from feed-
er cable to the point of connection.
M. "Lockout Device" is an optional mechanical or electrical
accessory to a subscriber ' s terminal which inhibits the
viewing of a certain channel or channels provided by way of
cable communications system.
N. "Offering of Grantee" or "Offering" shall mean that certain
document dated December 5, 1980, entitled "Offering of
Grantee" and signed by Grantee and City, which document is
on file with the City Clerk.
O. "Public Property" is any real property owned by City other
than a street.
P . "Scrambler/Descrambler" refers respectively to the equipment
installed to the cable communications system' s headend
equipment and subscriber terminal used to isolate pay cable
and other ancillary service channels from basic service
which is accomplished by electronically distorting the sig-
nal prior to its transmission through the cable communica-
tions system and reconstituting the singal at each autho-
rized location for subsequent display.
Q. "Sidewalk" is the portion of a street delineated for pedes-
trian travel .
R. "Street" shall mean the surface of and the space above and
below any public street, road, highway, freeway, lane, path,
public way, alley, court, sidewalk, boulevard, parkway,
drive or any easement or right-of-way now or hereafter held
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by City which shall , within its proper use and meaning in a
the sole opinion of City, entitle Grantee to the use thereof
for the purpose of installing or transmitting over poles ,
wires, cables, conductors, ducts , conduits, vaults, man-
attachments and otherprop-
erty
holes, amplifiers , appliances,
as may be ordinarily necessary and pertinent to a
System.
S . "SWSCC" shall mean the Southwest Suburban CATV Study Commis-
sion.
T . "Subscriber" means any person or entity who subscribes to a
service provided by Grantee by means of or in connection
with the System regardless of whether a fee is paid for such
service .
U. "System" means a system of antennas, cables, wires, lines ,
towers, waveguides or other conductors, converters, equip-
ment or facilities, designed and constructed for the purpose
of producing, receiving, transmitting, amplifying and dis-
tributing, audio, video and other forms of electronic or
electrical signals , located in City. Said definition shall
not include any system wholly internal to one or more multi-
ple unit dwellings under common ownership, control or man-
agement, and does not use City streets or other public
property. In any event, system as defined herein shall not
be inconsistent with the definition as set out in the rules
of the Board.
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ARTICLE II .
' GRANT OF AUTHORITY AND GENERAL PROVISIONS
SECTION 1 . GRANT OF FRANCHISE AND ACCEPTANCE
City hereby grants to Grantee, a nonexclusive franchise sub-
ject to all of the terms and conditions as herein provided:
A. Grantee shall accept this Franchise in the following manner,
and not later than the time set out in Article XIV, Section
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( 1 ) This Franchise will be properly executed and ack-
nowledged by Grantee and delivered to City.
(2 ) At the same time as delivery of the executed Fran-
chise, Grantee shall deposit with City its nonre-
fundable acceptance fee in the sum of $20, 000 . 00,
for the purpose of defraying the costs and expen-
ses of developing this Franchise and for the en-
forcement and administration costs to be incurred
until other Franchise fees may be realized. if
such costs to City exceed the sum of $20, 000 . 00,
City may charge such excess costs to Grantee and
Grantee shall pay them on demand by City.
(3 ) All security deposits, Letters of Credit, insur-
ance contracts, acceptances, bonds, attorneys '
opinions , organizational and creation documents
and guarantees required of Grantee by this Fran-
chise, shall be delivered with the executed Fran-
chise and in accordance therewith.
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SECTION 2 . AUTHORITY GRANTED
A. City grants to Grantee the permission to use streets for
erecting, constructing, operating and maintaining the Sys-
tem. Other rights necessary for the System on other public
or private property must be obtained by Grantee, but City
shall have no obligation to give or grant or assist in ob-
taining the same .
B. Grantee shall construct and maintain the System so as not to
interfere with other uses of streets . Grantee shall make
use of existing poles and other facilities available to
Grantee.
C. Notwithstanding the above grant to use streets , no street
shall be used by Grantee if City in its sole opinion deter-
mines that such use is inconsistent with the terms, condi-
tions or provisions by which such street was created or
dedicated, or presently used.
SECTION 3 . AGREEMENT
A. Grantee agrees to be bound by all the terms and conditions
of this Franchise.
B. The Grantee also agrees to provide all services specifically
set forth in, and to comply with all provisions of, its
Offering to provide a System within the boundaries of City.
Further, failure of Grantee to provide a System as described
in its Offering, at City' s option, shall be a violation of
the provisions of this Franchise. In the event of conflicts
or discrepancies between the Offering of Grantee and the
provisions of this Franchise, the provisions which provide
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the greatest benefit to City, in the opinion of the Council ,
shall prevail .
SECTION 4. FRANCHISE TERM
This Franchise shall commence upon acceptance by Grantee and
shall expire 15 years from date of acceptance .
SECTION 5 . AREA
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This Franchise is granted for City as it exists from time to
time during the term of this Franchise.
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SECTION 6 . POLICE POWERS
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A. Grantee ' s rights are subject to the police power of City to
adopt and enforce ordinances necessary to the health, safety
and welfare of the public.
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B. Any conflict between the provisions of this Franchise and
any other present or future lawful exercise of police powers
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of City shall be resolved in favor of City .
SECTION 7 . USE OF GRANTEE FACILITIES
City shall have the right to install and maintain, free of
charge, upon the g p poles and within the und=rground pipes and con-
duits of Grantee any wires and -Zixtures desired by City. Grantee
waives any claim against City arising from City' s exercise of
these rights .
SECTION 8 . WRITTEN NOTICE
All notices, reports or demands required to be given in
writing under this Franchise shall be deemed to be given when
delivered personally to any officer of Grantee or City' s Adminis-
trator of this Franchise or 48 hours after it is deposited in the
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United States mail in a sealed envelope, with registered or certified
mail postage prepaid thereon, addressed to the party to which notic--'
is being given, as follows :
If to City: 8950 Eden Prairie Road
Eden Prairie , Minnesota 55344
If to Grantee : 4344 IDS Center
Minneapolis, Minnesota 55402
Such addresses may be changed by either party upon notice to the
other party given as provided in this section.
SECTION 9 . RIGHTS OF INDIVIDUALS
A. No signals, .including signals of a Class IV Channel, shall
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be transmitted from a subscriber terminal except as required
to provide a service authorized by this Franchise and the
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subscriber. Grantee and any other person shall neither ini-
tiate nor use any procedure or device for procuring or
storing information or data from a subscriber' s terminals or
terminal by any means, without the prior authorization of
the affected subscriber which shall not have been obtained
from the subscriber as a condition of service. The request
for such authorization shall be contained in a separate doc-
ument and identify the purpose for which the data or infor-
mation is being gathered or stored. After the first year of
the authorization' s initial signing, Grantee shall , for each
year said authorization is in effect without revocation,
mail a notice to each authorizing subscriber informing him
or her of his right to revoke said authorization. The
authorization shall be revocable at any time by they .
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subscriber without penalty of any kind whatsoever. A sepa-
rate authorization shall be required for each type or clas-
sification of data or information sought from a subscriber
terminal .
B. Grantee shall not, without the written authorization of the
affected subscriber, provide to anyone data identifying or
designating any subscriber. .Any data authorized shall be
mace available upon request by and without charge to the
authorizing subscriber in understandable fashion, including
specification of the purpose for which the information is
being gathered and to whom and for what fee the information
is to be sold.
C . Grantee shall not tap or monitor, arrange for the tapping or
monitoring, or permit any other person to tap or monitor,
any cable, line, signal input device, or subscriber outlet
or receiver for any purpose whatsoever, without the prior
written authorization of the affected subscriber as required
by paragraph A of this section .
D . Nothing herein contained shall prohibit Grantee from verify-
ing System operation and the transmission of signals to an
affected subscriber or from monitoring for the purpose of
billing.
SECTION 10 . CERTIFICATE OF CONFIRMATION
Grantee shall abide by the then current rules and regula-
tions of Board regarding the application, approval, and renewal
of a Certificate of Confirmation. Failure of Grantee to obtain a
Certificate of Confirmation or a renewal thereof shall result in
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automatic termination of this Franchise, and this Franchise shall
cease to be of any force or effect. However, Grantee may operate
the System while the Board is considering an application for
renewal of the Certificate of Confirmation.
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ARTICLE III .
f DESIGN OF SYSTEM
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SECTION 1 . CHANNEL CAPACITY - SUBSCRIBER NETWORK
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Grantee shall initially activate and thereafter maintain a
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subscriber network having at least a forward capacity of 54 video
channels, plus the FM audio band, and a reverse capacity of four
video channels . The design will provide for a self-contained
bidirectional network in each City forming part of this System.
The System will be programmed from a central point, but the con-
figuration will accommodate the practical isolation of City,
allowing for the distribution of unique programming to it. The
System shall be capable of increasing its channel capacity as
technology permits and needs arise .
SECTION 2 . PICTURE QUALITY AND TECHNICAL REQUIREMENTS
A. The System will produce a picture upon each subscriber' s
television screen in black and white or color, depending
upon whether color is being telecast and provided the sub-
scriber' s television set is capable of producing a color
picture, that is undistorted and free from ghost images,
without material degradation of color fidelity. The System
shall produce; a sound that is undistorted on any receiver of
a subscriber. Grantee, at its expense, shall install and
maintain the System so as not to interfere with any sub-
scriber ' s receipt of local broadcast stations .
B. The System shall transmit or distribute signals to all tele-
vision and radio receivers of all subscribers without caus-
ing crossmodulation in the cables or interfering with other
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electrical or electronic systems or the reception of other
television or radio receivers .
C . Grantee shall construct and maintain a System that at least
meets minimum technical standards now or hereafter promul-
gated by the FCC relating to cable communications systems;
provided, however, that in no event shall the technical
standards required to be met by Grantee be less stringent
than the FCC standards in effect at the time of the adoption
of the Ordinance, nor shall Grantee be required to meet
minimum FCC technical standards which apply solely to cable
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communications systems for which franchises are granted sub-
sequent to the acceptance of this Franchise.
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D. The System shall be installed and remain capable of using
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all band equipment and of passing the entire VHF bands,
mid-band, super-bands and FM band up to 402 MHz.
E. The System shall be designed for and operated on a 24 hours
a day continuous operation basis .
F. Grantee shall specify the procedure for initially and subse-
quently testing the technical capacity of the System and
agrees to have City select a consultant to review and per-
form such testing procedure. The results of any tests
required by the FCC shall be filed within ten days of the
conduct of such tests with the City and the Board. Other
representatives of City may be present during testing. The
tests may be done annually at such times as is determined by
City, with notice to Grantee . All expenses for all such
tests shall be paid by Grantee .
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SECTION 3 . TWO-WAY CAPACITY
Grantee shall initially activate and thereafter maintain a A
two-way capable System ( audio, video and data impulse ) . This
will. include fully interactive service capability provided by a
centralized computer system and customized subscriber home termi-
nals, backed up by full standby powering throughout the System.
SECTION 4. FACILITIES
The Grantee shall construct, maintain and continue to pro-
vide all facilities and equipment set forth in the Offering
including, but not limited to, the headend, hubs , distribution
system, studios, equipment and other facilities. Grantee ' s plan,
as set forth in the Offering, for implementing the construction,
utilization and maintenance of these facilities, including its
plans for accommodating future growth and changing needs and
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desires, shall be fully and timely performed.
SECTION 5 . SPECIAL CHANNEL AND ACCESS REQUIREMENTS
A. Grantee will carry broadcast stations in accordance with FCC
rules as from time to time revised.
B. No converter will be required for the seven channels of the
Universal Service Tier. Converters may be required for the
Family Service Tier and for the Full Service and Interactive
Tiers . A charge for lease or purchase from Grantee may be
made by Grantee, or a subscriber may lease or purchase a
converter from any other source. For premium services
Grantee may require the use of a Grantee converter or
descrambler.
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C . Channel 12 shall be an emergency channel operated by City.
D. Grantee will provide an audio/visual emergency alert over- x
ride system that will permit the initial interruption by
City of all audio (including FM) and video programming.
E. Grantee shall provide at least seven channels for access use
( including one for each of the following uses : public,
government, leased, educational , regional ) . All residential
subscribers who receive all or any part of the total ser-
vices offered on the System shall also receive all of said
seven access channels at no additional charge. These
channels shall be activated upon System activation and
thereafter maintained. Grantee shall establish rules and
regulations prior to System activation for the use of access
channels which shall be approved by City before implemen-
tation and thereafter shall not be altered or amended
without approval of City. In preparing such rules :
(1 ) Grantee shall provide an equal opportunity for use
of access services .
(2 ) Grantee will consider needs assessments prepared
by City.
(3 ) Grantee shall develop a plan to allocate to City a
reasonable use and fair schedule of channel time,
use of equipment and facilities so that it can
receive programming unique to its needs .
(4) Grantee will comply, at a minimum, with the
requirements of City and the Board now or here-
after adopted or determined by City or the Board
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regarding access channels . Such requirements of
the Board are hereby made a part of this ordinance
and include the following:
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( a) Grantee shall , to the extent of the
System' s available channel capacity,
provide to each of its subscribers who
receive all or any part of the total
services offered on the System, recep-
tion on at least one specially designat-
ed noncommercial public access channel
available for use by the general public
on a first come,, nondiscriminatory
basis; at least one specially designated
access channel for use by local educa-
tional authorities; at least one speci-
ally designated access channel available
for local government use; and at least
one specially designated access channel
available for lease on a first come,
nondiscriminatory basis by commercial
and noncommercial users (hereinafter the
"access channels" ) . Subscribers re-
ceiving only alarm system services or
only data transmission services for
computer operated functions shall be
exempt from this requirement. The VHF
spectrum shall be used for at least one
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of the specially designated noncommer-
cial public access channels required. 4
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No charges shall be made for channel
time or playback of prerecorded
programming on at least one of the
specially designated noncommercial
public access channels . However, per-
sonnel, equipment and production costs
may be assessed for live studio presen-
tations exceeding five minutes in
length. Charges for such production
costs and any fees for use of other pub-
lic access channels shall be consistent
with the goal of affording the public a
low cost means of television access . t
Access facilities, equipment and/or cha-
nnel time will be made available to the
general public, any group or individual
resident in City for the production
and/or cablecasting of noncommercial
programming free of charge on a first
come, nondiscriminatory basis .
(b) Whenever any of the access channels are t
in use during 80 percent of the weekdays
(Monday-Friday) , for 80 percent of the
time during any consecutive three hour
period for six weeks running, and there
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is demand for use of an additional chan-
nel for the same purpose, Grantee shall
then have six months in which to provide
a new specially designated- access chan-
nel for the same purpose at no addition-
al cost to subscribers .
(c) The rules and regulations established by
the Grantee and approved by City govern-
ing the access channels shall be filed
with the Board within 90 days after any
such channels are put into use.
(d) Subscribers receiving programs on one or
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more special service channels without
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also receiving the regular subscriber
�. services may receive only one specially
designated composite access channel com-
posed of the programming on access chan-
nels . Subscribers receiving only alarm
system services or only data transmis-
sion services for computer operated
functions shall not be included in this
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requirement.
(5 ) The Grantee shall comply, at a minimum, with the
requirements of City and Board, now or hereafter
adopted by City or Board regarding public use of
its equipment, including the following:
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( a ) Grantee shall make readily available for
public use at least minimal equipment
necessary for the production of program-
ming and playback of prerecorded pro-
grams for the specially designated
noncommercial public access channel .
The Grantee shall also make readily
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available upon need being shown, the
minimum equipment necessary to make it s
possible to record programs at remote
locations with battery operated portable
equipment.
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(b ) Need within the meaning of this para-
graph shall be determined in the sole
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discretion of City or by subscriber
petition. Said petition must contain
the signatures of at least 10 percent of
the subscribers of System, but in no
case more than 500 nor fewer than 100
signatures .
SECTION 6 . INSTITUTIONAL NETWORK
The System shall include at a minimum a separate institu-
tional telecommunications network, interconnected with the
subscriber network, of eight sections with a combined trans-
mission capacity of 472 channels, with full two-way capability.
Said network shall be offered, activated, expanded, marketed and
developed at a minimum in full compliance with the Offering.
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Ileed for the provision of institutional service shall be deter-
mined in the sole discretion of City.
SECTION 7 . SERVICE TO PUBLIC BUILDINGS AND EDUCATIONAL INSTITU-
TIONS
Grantee shall provide, at a minimum, subscriber and institu-
tional network service to all publicly owned buildings, in City
(City Hall , police department, fire department, schools, libra-
ries, etc. ) , all educational institutions in City, and all
buildings now or hereafter wholly or partially owned or leased
for governmental use by any state, federal or local government in
City, or owned or leased by school districts or educational }
institutions in City, all as set out in the Offering. Need for
either or both of such network services as referred to in the
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Offering shall be determined in the sole discretion of City.
SECTION 8 . INTERCONNECTION
Grantee will comply with all present and future rules , regu-
lations and orders of the Board regarding interconnection of sys-
tems , and will cooperate with any agencies or utilities involved
with interconnection. At such times as interconnection is
required, Grantee shall accomplish this without additional charge
to subscribers . System shall be initially constructed so that
other systems now or hereafter constructed in any area adjacent
to System may be interconnected with System without delay.
SECTION 9 . NARROWCASTING
Grantee shall provide separate programming capability to
City on each of the access channels on the Universal Service
Tier .
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SECTION 10 . COMPUTER SERVICES
Grantee shall construct System to accommodate interactive ,..4
data communications with a total network transmission time of
less than one-tenth (1/10) of a second.
SECTION 11 . REGIONAL CHANNEL
The standard VHF Channel 6 is hereby designated for uniform
regional channel usage. However, until the regional channel
becomes operational, Grantee may utilize the standard VHF
Channel 6 as it deems appropriate. Use of time on the regional
channel shall be made available without charge.
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ARTICLE IV.
( SERVICES AND PROGRAMMING,
SUBSCRIBER CONTRACTS, COMPLAINTS
SECTION 1 . SERVICES AND PROGRAMMING
A. Services and Programming. The programming and services
shall be structured in three tiers , all of which will be
programmed at the time of System activation, providing, at a
minimum, the programming and services set forth in the
Offering. Programming and services as designated in the
Offering shall be changed by Grantee only upon prior written
approval of City. The three tiers are as follows:
( 1 ) The Universal Service Tier. The Universal Service Tier
shall be provided as a public service without charge
after installation, permitting free view of seven
access channels . A subscriber may lease or buy a con-
verter, permitting a total service of 13 channels .
(2 ) The Family Service Tier. The Family Service Tier shall
.incorporate the Universal Service Tier with 14 pro-
grammed video channels, a total of 21 channels of
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service combining access and local broadcasting with
local origination. In addition, this tier shall pro-
vide a community information service and offer two
premium services, a family-oriented mini-pay-TV service
and a comprehensive FM radio service.
(3 ) The Full Service Tier. The Full Service Tier shall
provide 54 channels which increases the Family Service
Tier by incorporating distant stations , several
23
satellite-fed services , additional local origination
channels, additional premium channels and several cus-
tomized alpha-numeric services . Included in this tier u
shall be a sub-tier called "expanded service" which n
x
shall have the same channel capacity and shall include
x
a converter and an interactive unit.
B. Locally originated programming. Grantee shall provide at a
minimum 23 locally programmed channels .
C . Community Access and Programming.
( 1 ) Grantee shall , at a minimum, comply with the community
access and programming plan of the Offering.
(2 ) Grantee shall provide upon system activation a commu-
nity access and programming staff of at least 22 per-
sons, provided, however, that City recognizes said
k
staff as well as the entire community access and pro-
gramming plan of the Offering encompasses all of the.
systems of the Cities then a party to a Joint Powers
Agreement relating to System ( referred to herein *as the
"joint system" ) .
(3 ) The community access and programming staff shall :
( a) Identify community access needs;
(b ) Train and consult with interested residents of
City in the use of the access equipment; and
(c ) Promote the availability and uses of community
access.
(4) Access facilities and equipment shall be provided at a
minimum as set forth in the Offering.
24
j
i
( 5 ) Modulators shall be provided at 20 locations throughout
t
( the joint system in addition to those which shall be
t
provided to educational institutions . Further, there
f
shall be a mobile production unit and portable video
recorders as set forth in the Offering, all of which
shall be available upon System activation.
( 6 ) Grantee shall cooperate in the development of an access
nonprofit corporation if determined to be needed by
City.
( 7 ) Grantee shall establish a citizen advisory board from
City to provide community advice and recommendations to
Grantee relative to the community access and program-
ming of System.
D. Interactive Services .
�,. System shall be fully activated to receive inter-
active services . Interactive services shall at a
minimum be provided as designated in the Offering.
Grantee warrants , represents and guarantees that
no invasion of privacy can occur in connection
with any aspects of the services provided by
System.
SECTION 2 . INTERRUPTION OF SERVICE AND COMPLAINTS .
A. Whenever it is necessary to shut off or interrupt service,
Grantee shall do so during periods of minimum use of the
System. Unless such interruption is unforeseen and imme-
diately necessary, Grantee shall give reasonable notice
thereof to subscribers . All costs incurred in repairing
25
System and handling complaints shall be paid by Grantee, and
if service is interrupted or discontinued for more than 48 ^
. i
hours, subscribers shall be credited pro rata for such inter-
ruption. The cause for any such interruption shall be
removed and service restored as promptly as reasonably
possible.
B. Grantee shall maintain an office in the Minneapolis/St. Paul
metropolitan area which shall be open during all usual busi-
ness hours , have a listed local telephone, and be so opera-
ted that complaints and requests for repairs or adjustments
may be received at any time, 7 days per week.
1
i
(1 ) Notice of this information shall be provided to all new
subscribers at time of subscription and to existing
subscribers annually.
(2 ) Grantee shall not engage in the sale of television sets
or provide other television repair service, but in the
event such service is required, shall promptly notify
subscriber of that need for service.
(3 ) All complaints by City, subscribers, or other persons
regarding the quality of service, equipment malfunc-
tion, billing disputes, and any other matters relative
to the System, shall be investigated and responded to
by a service representative at the location of the
complaint by Grantee within 24 hours. If reasonably
possible, Grantee shall rectify the cause of all valid
complaints . If a complaint is not rectified within
three days, the complainant may then file the complaint
with City.
26
(4) City and Grantee shall prepare and maintain a record of j
{` all complaints made to them. If at any time after the
filing of a complaint with City, City determines, in
its sole discretion, that the complaint represents a
violation of this Franchise, any law, ordinance or
regulation, or represents a failure in the performance
of Grantee pursuant to this Franchise, City may, in
addition to any other remedy available to it, issue
written notice specifying the ratui-e of the complaint
and ordering Grantee to appear at the next regularly
scheduled Council meeting. At said Council meeting,
Grantae shall explain its failure to rectify the
complaint and show cause why the Council should not
institute default proceedings . Failure by Grantee to
appear may result, at the sole discretion of City, in
the termination of this Franchise.
27
ARTICLE V.
CONSTRUCTION, INITIAL SERVICE AREA
LINE EXTENSION AND CONSTRUCTION STANDARDS
SECTION 1 . INITIAL SERVICE AREA
A. Engineering and design shall be completed within one year
after date of granting of this Franchise and a significant
{
amount of construction, in the opinion of City, shall be
completed within one year after Grantee ' s receipt of all
necessary governmental permits, licenses , certificates and
authorizations .
B. Grantee shall provide service to all residences now or here-
after within the initial service area as such area is iden-
tified on the map attached hereto as Exhibit A and made a
part hereof.
C . Construction maps and schedules, included as a part of
Exhibit A are also hereby made a r_art of this Franchise .
All construction within the initial service area will be
completed according to Exhibit A within eighteen months [the
"construction period" ] after the date of issuance of the
Certificate of Confirmation by the Board.
D. The energized trunk cable shall be extended throughout the
initial service area within eighteen months after the date
of issuance of the Certificate of Confirmation by the Board.
All persons and entities along the route of the energized
trunk cable who desire them will have individual drops
installed and activated within the same eighteen-month
period.
28
E . Grantee shall give residents 30 days ' advance notice of the
commencement of construction affecting their property, which
notice shall fully explain how the work will be carried out.
F. The requirements of paragraphs A, B, C and D may be waived
k
by City only upon the occurrence of unforeseen events or
acts of God, but in no event shall the construction period
be greater than five years from commencement of construc-
tion.
SECTION 2 . LINE EXTENSION POLICY
Grantee ' s extension of service to those areas not included
in the initial service area shall be done pursuant to the follow-
ing requirements :
A. Residences located outside the initial service area will be
provided service upon acceptance of a quote from Grantee .
The quote shall not exceed the cost to Grantee, calculated
on a time and material basis , of extending the cable and
necessary cable equipment to service the residence.
B. Any nonresidential user requesting service will be provided
service upon acceptance of a quote from Grantee . The quote
shall not exceed the cost to Grantee, calculated on a time
and material basis, of extending the cable and necessary
cable equipment to service said user.
SECTION 3 . CONSTRUCTION TIMETABLE
A. Within 60 days after the granting of Franchise, Grantee
shall apply for all necessary permits, licenses, certifi-
cates and authorizations which are required in the conduct
of its business, including, but not limited to, any joint
use attachment agreements , microwave carrier licenses,
29
or any other permits, licenses and authorizations to be
granted by duly constituted regulatory agencies having
jurisdiction over the operation of cable communication sys-
tems , or their associated microwave transmission facilities.
If after one year from the commencement of Franchise term,
Grantee has not received the permits , licenses, certificates
and authorizations described in this paragraph, City may
terminate this Franchise without regard to fault for delay
in obtaining such permits, licenses , certificates and
authorizations .
B. Within 90 days after obtaining all necessary permits,
licenses, certificates and authorizations, Grantee shall
give written notice thereof to City and commence construc-
tion and installation of System.
C . Any delays in the construction timetable or commencement of
construction shall result in penalties as provided in this
Franchise, and continued delays may result in the termina-
tion of this Franchise and all rights and privileges of
Grantee hereunder.
( 1 ) Grantee shall promptly notify City of all delays
known or anticipated in the construction of
System.
( 2 ) City may extend the time for beginning construc-
tion or may extend the construction timetable in
the event Grantee, acting in good faith, experien-
ces delays by reason of circumstances beyond its
control .
30
SECTION 4 . CONSTRUCTION STANDARDS
A. Grantee shall not open or disturb the surface of any streets
or public property without first obtaining a permit from
City for which permit City may impose a reasonable fee to be
paid by Grantee. The lines , conduits, cables and other
property placed in the streets and public property pursuant
to such permit shall be located in such part of the street g
or public property as shall be determined by City. Grantee
shall, upon completion of any work requiring the opening of
any streets or public property, restore the same, including
the pavement and its grounds to as good a condition as for-
merly and in a manner and quality approved by City, and
shall exercise reasonable care to maintain the same there-
after in good condition. Such work shall be performed with
r
diligence and due care, and if Grantee shall fail to perform
the work promptly, to remove all dirt and rubbish and to put
the street or public property back into the condition
required hereby, City shall have the right to put the
streets or public property back into good condition at the
expense of Grantee . Grantee shall, upon demand, pay to City
the cost of such work done or performed, together with an
additional sum as liquidated damages to be determined by
City.
B . All wires, conduits , cable and other property and facilities
of Grantee shall be so located, constructed, installed and
maintained as not to endanger or unnecessarily interfere
with the usual and customary trade, traffic and travel upon,
31
or other use of, the streets and public property of City.
Grantee shall keep and maintain all of its property in good
condition, order and repair so that the same shall not men-
ace or endanger the life or property of any person. City
shall have the right to inspect and examine at all reason-
able times and upon reasonable notice the property owned or
used, in part or in whole , by Grantee. Grantee shall keep
accurate maps and records of all of its wires, conduits,
cables and other property and facilities located, construc-
ted and maintained in the City. Further, Grantee shall ,
without charge, furnish copies of such maps and records from
time to time as requested by City.
C. All wires , conduits , cables and other property and facili-
ties of Grantee, shall be constructed and installed in an
orderly and workmanline manner. All wires, conduits and
cables shall be installed, where possible, parallel with
electric and telephone lines . Multiple cable configurations
shall be arranged in parallel and bundled with due respect
for engineering considerations .
D. Grantee shall at all times comply with all applicable laws,
ordinances, rules , regulations and codes, federal, state and
local . In any event, the installation, operation or mainte-
nance of System shall not endanger of interfere with the
safe,Ly of persons or property in the City.
E. Whenever City shall undertake any public improvement which
affects Grantee ' s equipment or facilities , City shall, with
due regard to reasonable working conditions and with reason-
32
'J
able notice, direct Grantee to remove its wires, conduits,
it cables and other property located in streets or public prop- t
F
erty. Grantee shall relocate or protect its wires, con-
. t
duits, cables and other property at its own expense.
F. Grantee ' s plans for constructing its System, and the con-
struction of the System, shall be in accordance with its a
Offering. However, Grantee shall comply with the following
minimum requirements :
( 1 ) Grantee shall construct underground in any area
where another line, either electrical or tele-
phone, has been installed underground.
(2 ) Grantee shall change from aerial to underground,
at its own expense, in any area where another line
is hereafter changed from aerial to underground.
�( (3 ) Grantee shall change from aerial to underground,
without cost to City, whenever requested by City,
which request can be made for a certain area or
areas or for the entire System.
(4) To enable Grantee reasonable opportunity to change
its wiring from aerial to underground, and also to
allow it to pre-wire all new subdivisions or new
development areas , City shall provide Grantee with
written notice of the following, but in no event
shall city have any liability for failure to pro-
vide notice of the following:
(a) Any changes of which City has knowledge,
or which City may order, regarding a
33
change from aerial to underground of any
line (telephone or electrical ) within t +
its boundaries .
(b ) Any underground trenching that may be Q
)
pending.
(c) New subdivisions and development. All
of such subdividers or developers shall
be notified of the Franchise and the
System.
(d) All Franchise changes affecting the wir-
ing of the System.
SECTION 5 . CONDITIONS ON USE
A. Grantee shall not place poles or other fixtures where the
same will interfere with any gas, electric or telephone fix-
ture, water hydrant or main. _ '
B. Grantee, at the request of any person holding a building
moving permit and with not less than five days advance
notice, shall temporarily remove, raise or lower its wires,
conduits and cables. The expense of such temporary removal,
raising or lowering of wires , conduits and cables shall be
paid by person requesting the same, and Grantee shall have
the authority to require such payment in advance.
C . Grantee shall have the authority, to the extent the City has
authority to grant the same, to trim trees upon or overhang-
ing any street or public property so as to prevent the bran-
ches of such trees from coming in contact with the wires,
conduits and cables of Grantee. All trimming shall be done
34
1
under the supervision and direction of City and at the ex-
pense of Grantee .
D. Nothing contained in this Franchise shall relieve any person
from liability arising out of the failure to exercise reas-
onable care to avoid injuring the Grantee ' s facilities while
performing any work connected with grading, regrading or
changing the line of any street or public place or with the
construction or reconstruction of any sewer or water system.
35
ARTICLE VI .
SYSTEM OPEP.ATIONS
SECTION 1 . INFORMATION AVAILABILITY
A. Throughout the term of this Franchise, Grantee shall main-
tain books and records in accordance with normal and accep-
ted bookkeeping and accounting practices for the Cable
Communications industry, and allow for inspection and copy-
ing of them at reasonable times at its designated office .
The books and records to be maintained by Grantee shall
include the following:
(1 ) A record of all requests for service;
(
(2 ) A record of all subscriber or other complaints ,
and the action taken;
(3 ) A file of all subscriber contracts;
(4) Grantee policies , procedures and company rules;
and
(5 ) Financial records .
B. City shall give Grantee at least 24 hours notice before
making inspections of any books or records of Grantee.
C. Grantee shall file with City, at the time of its annual pay-
ment of the franchise fee, as described in this Franchise,
the following:
(1 ) A financial statement prepared by an independent
certified public accountant showing, in such de-
tail as acceptable to City, the gross revenues of
Grantee for the preceding fiscal year.
36
i
( 2 ) Current list of names and addresses of each offi-
cer and director and other management personnel ,
f
and if a corporation, each shareholder having
stock ownership of three (3%) percent or more, and ;
if a partnership, all general partners, and if a
general partner is a corporation, the foregoing
information shall be given as to the corporate
general partner.
( 3 ) A copy of each document filed with all federal ,
state and local agencies during the preceding fis-
cal year not previously filed with City (each of
these filings shall be provided at the time the
filing is made ) .
( 4) A statement of its current billing practices .
( S ) A current copy of its rules .
( 6 ) A current copy of its subscriber service contract.
D. City, its agents and representatives shall have authority to
arrange for and conduct an audit of and copy the books and
records of Grantee. Grantee shall first be given five days
notice of the audit request, the description of and purpose
for the audit, and description, to the best of. City' s
ability, of the books, records and documents it wants to
review.
SECTION 2 . SERVICE CONTRACT
A. Grantee shall receive approval from City of the form and
content of the service contract to be used by Grantee prior
C
37
to entering into any such service contracts with subscrib-
ers , and the Grantee shall make no changes in the approved
service contract without prior written approval of City.
The service contract shall include, at a minimum, a schedule
of all rates and charges, description of services, instruc-
tions on the use of the system, billing and collection prac-
tices .
B. The service contract shall further contain a statement as
follows :
Grantee shall not, as to rates , charges , service
facilities, rules, regulations or in any other
respect, make or grant any preference or advantage
to any person, nor subject any person to any pre-
judice or disadvantage, provided, that nothing in
this Franchise shall be deemed to prohibit the
R
establishment of special contracts or rates for
heads of houehold who are 62 years of age or older
or homebound persons , or for non-profit charitable
organizations, bulk rate discounts for multiple
dwellings, or for promotional or other marketing
activities .
C . Grantee shall have authority to promulgate such rules, regu-
lations , terms and conditions governing the conduct of its
business as shall be reasonably necessary to enable Grantee
to exercise its rights and perform its obligations under
this Franchise and to assure an uninterrupted service to
9
38
each and all of its subscribers ; provided, such rules , reg-
ulations, terms and conditions shall not be in conflict with
the provisions of the Franchise, ordinances of City, and
laws of the State of Minnesota or the United States .
D. Each subscriber shall be provided with instructions on fil-
ing complaints or otherwise obtaining information or assist-
ance from Grantee.
E. All items described in this section shall be provided to
each new subscriber at the time a contract is entered or
service begun, and to all existing subscribers not less than
once each year.
F. The term of a subscriber contract shall not be for more than
12 months duration unless after 12 months the contract may
be terminated by the subscriber at his option at any time,
with no penalty to subscriber.
SECTION 3 . SUBSCRIBER PRACTICES
A. There shall be no charge for disconnection of any installa-
tion or outlet. If any subscriber fails to pay a properly
due monthly subscriber fee, or any other properly due fee or
charge, Grantee may disconnect the subscriber ' s service out-
let, provided, however, that such disconnection shall not be
effected until after the later of ( i ) 60 days after the due
date of said delinquent fee or charge or (ii ) ten days after
delivery to subscriber of written notice of the intent to
disconnect. If a subscriber pays before expiration of the
later of ( i ) or ( ii ) , Grantee shall not disconnect. After
disconnection, upon payment in full of the delinquent fee or
i
39
i
charge and the payment of a reconnection charge, Grantee
shall promptly reinstate the subscriber ' s cable service.
B. Refunds to subscribers shall be made or determined in the
following manner:
( 1 ) If Grantee fails, upon request by a subscriber, to
provide any service then being offered, Grantee
shall promptly refund all deposits or advance
charges paid for the service in question by said s
subscriber. This provision does not alter Grant-
. a
eels responsibility to subscribers under any sepa-
rate contractual agreement or relieve Grantee of
any other liability.
(2 ) If any subscriber terminates any monthly service
because of failure of Franchise to render the ser-
vice in accordance with Franchise, Grantee shall
refund to such subscriber the proportionate share
of the charges paid by the subscriber for the ser-
vices not received. This provision does not re-
lieve Grantee of liability established in other
provisions of this Franchise.
C . If any subscriber terminates any monthly service prior to
the end of a prepaid period, a proportionate amount of any
prepaid subscriber service fee, using the number of days as
a basis , shall be refunded to the subscriber by Grantee.
D. Continued failure by Grantee to provide services required by
this Franchise may, in the discretion of City, be cause for
imposition of a penalty or termination of this Franchise.
40
{
S
a
SECTION 4. FRANCHISE FEE, RATES , CHARGES , CHANGES IN FEES AND
PROCEDURES
A . Full Regulatory Power Reserved.
( 1 ) All rates and charges shall be subject to regula-
tion by City, in a manner to be provided by Coun-
cil . In the absence of any City action taken to
exercise rate regulation, Grantee shall be subject
a
to the rate regulation provisions provided for
herein, and of the State or its agencies that may
from time to time be applicable.
(2 ) In addition to the power to regulate rates and
charges, City hereby reserves the right to adopt
regulations governing Grantee ' s collection of
advance charges and deposits, installation and
1
reconnection charges, policies and procedures ,
disconnection charges, policies and procedures,
and the availability of refunds .
(3 ) Cost for installing any part of the System will be
a factor in the rate only if such cost was
incurred within City.
( 4) The territory for rates applicable to System shall
be City and all Cities then parties to a joint
powers agreement relating to the System.
B. Franchise Fee.
( 1 ) Throughout the term of this Franchise, Grantee
will pay to City, within 60 days after the end of
41
each fiscal year of Grantee, an annual fee of five
( 5%) percent of all gross revenues . No payment
will be allowed of any fee that is different from
five (5%) percent, other than the filing fee and
a
payment required of the successful applicant as a
i
i
established to recover the costs of franchising. �
)
Grantee agrees to support any waiver required by
3
the FCC for the established franchise fee. The
a
annual fee may be subject to renegotiation at such
time as federal or state authorities no longer ¢
regulate the amount of the fee, but in no event
shall the renegotiated fee be less than five per-
cent (5%) .
3
(2 ) Payment will be made to City with an itemization
S
of the gross revenues derived from the services in
City.
C. Rates and Other Charges .
( 1 ) Rates and charges charged by Grantee for monthly
service and installation and other charges here-
under shall be uniform, fair and reasonable and
designed to meet all necessary costs of service,
including a fair rate of return on the original
cost, less depreciation, of the properties devoted
to such service (without regard to any subsequent
sale or transfer price or cost of such proper-
ties) .
(2 ) For two years after commencement of construction
of system, or until completion of all construction
42
i
required by Article V, Section 1 of this Fran-
chise, whichever is longer as determined by City,
x
the maximum rates shall be the specific rates of
Grantee as included in Exhibit B, attached hereto
(
and made a part of this Franchise and known as
Grantee Schedule of Rates .
( 3 ) Service requests for maintenance or repair of
Grantee ' s property shall be performed at no charge
to a subscriber. If such maintenance or repair is
required as a result of damage caused by subscrib-
er, Grantee may charge as a maximum its direct
costs for material and labor for service calls to
subscribers ' homes .
{ (4) Rates for services not initially included in Exhibit B
shall be established only by amendment of this
Franchise.
D. Rate Changes .
(1 ) No rate change shall be approved that would result
in different rates or charges for service to simi-
larly situated subscribers in the rate territory,
in the sole opinion of City.
(2 ) No rate or charge change will be approved unless
all of the standards for review have been consi-
dered and evaluated and determinations have been
made, all pursuant to this Franchise.
(3 ) The standards for reviewing a proposed rate change
will include at least the following:
43
(a ) The ability of the Grantee to render
System services and to derive a reason-
able profit therefrom under the existing
rate schedule and proposed rate sched-
ule;
(b ) The revenues and profits derived from
System services;
(c ) Tax benefits received by Grantee, its
partners or shareholders, as the result
of their investment in the System;
(d) Cash flow derived from System services;
(e ) The efficiency of Grantee;
( f) The quality of the service offered by
Grantee;
(g ) The original cost of the System, less
depreciation;
(h) A fair rate of return with respect to
investments having similar risks to that
of providing cable communication servi-
ces;
( i ) The extent to which Grantee has adhered
to the terms of this Franchise;
( j ) Fairness to residents and subscribers;
(k ) Capital expenditures by Grantee in pro-
viding updated technology and service to
subscribers;
44
i
(1 ) The extent to which Grantee has then pro-
vided service to schools, hospitals ,
A
libraries, publicly owned or leased
buildings and similar institutions
within City;
(m) Such other factors as City may deem rel-
evant.
s.
(4 ) The procedures to be followed in changing a rate
or charge shall include at least the following:
(a) An application for rate change will be
submitted to City and a copy filed with
the Board.
(b ) The application shall be supported by
statistical and other proof indicating
that the existing rate or charge is
inadequate and unreasonable and that the
proposed increases are required to
enable Grantee to render service to ful-
fill its obligations under this Fran-
chise and to derive a reasonable profit
therefrom.
(c) The application shall include current
information and financial information
with at least the following:
1 . Balance sheet;
2 . Income statement;
45
3 . Statement of sources and ap-
plications of funds ;
4. Detailed supporting schedules
of expenses, income, assets
k
and other items as may be re-
quired by City;
5 . Statement of current and pro-
jected subscribers;
6 . A current list of rates and
charges of Grantee applicable
to systems owned or operated
by its parent corporation or
other subsidiaries or affili-
ates of its parent corporation
i
at other locations;
7 . A current list of rates and
charges for other systems in
the seven county Metropolitan
area;
8 . Cash flow derived from System
services since the commence-
ment of this Franchise; and
9 . Statement of tax benefits re-
ceived by Grantee, its part-
ners or shareholders, as a
result of their investment in
System.
f
46
i
r
(d) City will notify Grantee and Board and
schedule a public hearing on the request
within two weeks from the date of
receipt of the application and the deter-
mination by City of its completeness .
Grantee will notify the public through
providing notice for one week, each day
between 7 : 00 p.m. and 9: 00 p.m. on two
channels of the date, place and time of
the hearing. City will publish notice
ten days prior to hearing in its
official newspaper.
(e ) After closing the public hearing, City
will have 31 days within which to make
i
its determination. Any approved change
in rates or charges shall become
effective upon the date determined by
City.
( f) If City fails to approve the requested
change or rates or charges within the 31
day period, Grantee may appeal pursuant
to the then applicable procedures of the
Board.
(g) City may utilize a rate consultant to
advise it on proposed rate changes and
to assist it in maintaining uniform
r
47
rates within the rate territory. A rate
consultant may be any person who has
sufficient background and experience, in
the sole opinion of City, to properly
evaluate and analyze rates and charges .
(h) All costs for the review of an applica-
tion for a rate or charge change shall
be paid by Grantee upon demand of City.
The costs shall include, but not be lim-
ited to, attorneys ' fees, and the reas-
onable value of services (as determined
by City) rendered by City or any city
employees, agents or representatives of
City.
( i ) Any time limit may be waived only if a
City and Grantee consent.
E . Periodic Reviews and Renegotiation.
The field of cable communications is a relatively new
and rapidly changing one which shall no doubt see many regu-
latory, technical , financial, marketing and legal changes
during the term of the Franchise period. Therefore, in
order to provide for a maximum degree of flexibility in this
Franchise, and to help achieve a continued advanced and mod-
ern system, the following renegotiation provisions will
apply:
( 1 ) City reserves the right to adopt rules and regula-
tions controlling the procedures and subjects for
48
periodic reviews and renegotiation. In the
�. absence of any City action taken to exercise these
rights, Grantee shall be subject to at least the
procedures and subjects described in this section.
(2 ) City may require, at its sole discretion, System
performance evaluation sessions at any time during
the term of this Franchise or as required by fed-
eral or state law. Such evaluation sessions shall
i
be conducted by City within 30 days of the third,
k
fifth and tenth anniversary dates of the effective
s
x
date of acceptance of this Franchise by Grantee .
( 3 ) All evaluation sessions shall be open to the pub-
. ,
lic and notice of sessions published in the same
way as a legal notice . Grantee shall notify its
i
subscribers of all evaluation sessions by
announcement on at least two channels of the
System between the hours of 7 : 00 p.m. and 9 : 00
p .m. for five consecutive days preceding each ses-
sion.
(4 ) Topics which may be discussed at any evaluation
session may include, but not be limited to, ser-
vice rate structures; franchise fee; penalties,
free or discounted services; application of new
technologies; system performance; services provid-
ed; programming offered; community access ; local
origination; customer complaints; privacy; amend-
ments to this Ordinance; judicial , Board and FCC
49
rulings; line extension policies; and Grantee or
City rules .
( 5 ) During a review and evaluation by City, Grantee
shall fully cooperate with City and shall provide
without cost such information and documents as
City may request to reasonably perform the
service.
( 6 ) If at any time during its review, City determines
8
that reasonable evidence exists of inadequate Sys-
tem performance, it may require Grantee to perform
tests and analyses directed toward such suspected
inadequacies at the Grantee' s own expense. Grant-
ee shall fully cooperate with City in performing '
i
such testing and shall prepare results and a re-
port, if requested, within 30 days after notice.
f
The report prepared by Grantee shall include at
i
least:
(a) A description of the problem in System
performance which precipitated the spe-
cial tests .
(b ) What System component was tested.
(c) The equipment used and procedures
employed in testing.
(d) The method, if any, by which such System
performance problem wac resolved.
(e ) Any other information pertinent to said
tests and analyses which may be required
• f
50
by City, or determined when the test is
;m
performed.
City may require that tests be supervised at
Grantee ' s expense by a consultant designated by
City. The consultant shall sign all records of
:r
special tests and forward to City such records
with a report interpreting the results of the
tests and recommending actions to be taken.
(7 ) As a result of a periodic review or evaluation
session, City may require Grantee to modify the
System or to provide additional services . Grantee
will comply with any such requirement of the City
unless, in the sole opinion of City, technology
does not permit it, or Grantee establishes to the
t
satisfaction of City that the cost would prohibit
the implementation of the modification or the ad-
ditional services.
SECTION 5 . FRANCHISE RENEWAL
A. Grantee may apply for renewal of this Franchise not
earlier than 18 months prior to the expiration of this
Franchise on forms provided by City. The renegotiation
period shall commence not less than 12 months before
the expiration of the Franchise Term.
B . Grantee may be approved, and this Franchise or modifi-
cation to it may be renewed or extended, by City in
accordance with the then existing rules of the FCC, the
51
Board, the City and all other applicable laws, ordi-
nances, rules or regulations . '
C . Nothing in this Franchise shall be construed to require
renewal or extension of this Franchise.
D. City shall conduct an investigation and evaluation of
the Grantee and the System and the renewal proposal .
This investigation and evaluation shall be completed by
1 ,
City within six months after receipt of the application
f
and determination by City of its completeness .
E . Renewal of this Franchise may not be for more than 15
9
t
years , unless otherwise permitted by federal or state a
law.
i
i
77
i
52
f'
3
ARTICLE VII .
{ (Reserved)
t�
i
a ;
53
ARTICLE VIII .
INDEMNIFICATION, INSURANCE, LETTER OF
CREDIT AND BOND
SECTION 1 . GENERAL
A. All rights of City pursuant to indemnification, insurance,
letter of credit or bond, as provided for by this Franchise,
are in addition to all other rights the City may have under
this Franchise or any other ordinance, rule, regulation or
f
law.
4
B. The exercise or failure to exercise by City of any rights
pursuant to any section of this Franchise shall not affect
in any way the right of City to subsequently exercise any
such rights or any other right of City under this Franchise
or any other ordinance, rule, regulation or law.
SECTION 2 . INDEMNIFICATION AND INSURANCE
A. Grantee shall fully indemnify, defend and hold harmless ,
City, its officers, boards , commissions , elected officials,
agents and employees against any and all costs, damage,
expense , claims, suits, actions , liability and judgments for
damages , including but not limited to, expenses for legal
fees , whether suit be brought or not, and disbursements and
liabilities incurred by City in connection with:
( 1 ) Damage to persons or property, in any way arising
out of or through the acts or omissions of Grantee
or City, their respective servants, officials,
agents or employees or to which Grantee ' s or
City ' s negligence or that of their respective ser-
54
J
vants , agents , officials or employees shall in any
(� way contribute; v
( 2 ) Arising out of any claim for invasion of the right
of privacy, for defamation of any person, firm or
corporation, or the violation or infringement of
any copyright, trademark, trade name, service mark
or patent, or of any other right of any person,
firm or corporation, except claims because of
City' s own programming; and
r
( 3 ) Arising out of Grantee' s failure to comply with
a
the provisions of this Franchise, any federal,
state or local law, ordinance or regulation appli-
cable to Grantee or the System.
(4 ) Any and all claims which Grantee may now or here-
after have or claim to have against City, its ser-
vants , agents , employees or officials, due to or
arising out of damage to any of Grantee' s property
or equipment, including, without limitation,
resulting or consequential loss of income, injury
to reputation, or any other resulting or conse-
quential damages of any kind, caused by or
resulting from acts or omissions of City or any of
its servants , agents, employees or officials .
B . If suit be brought or threatened against City, either inde-
pendently or jointly with Grantee, or with any other person
or municipality, Grantee, upon notice given by City, shall
defend City at the cost of Grantee , and if final judgment is
obtained against City, either independently or jointly with
55
Grantee, or any other defendants, Grantee shall indemnify
City and pay such judgment with all costs and satisfy and
discharge the same.
C . City reserves the right to cooperate with Grantee and parti-
cipate in the defense of any litigation either through inter-
vention or otherwise. Grantee shall pay upon receipt of
written demand from City, all expenses incurred by City in
defending itself with regard to any matters in this section.
These expenses shall include, but not be limited to, attor-
neys ' fees, and the reasonable value of services (as deter-
mined by City) , rendered by City or any employees , agents or
representatives of City.
r
SECTION 3 . INSURANCE
A. Grantee shall maintain liability insurance covering its obli-
gations of indemnification provided for in or as a result of
the exercise of this Franchise covering both the City and
Grantee and shall maintain said insurance during the entire
i
term of this Franchise in the minimum amount of:
(1 ) $500 , 000 for property damage to any one person;
(2 ) $2 , 000, 000 for property damage in any one act or
occurrence;
(3 ) $1 , 000, 000 for personal injury to any one person;
and
(4 ) $2 , 000, 000 for personal injury in any one act or
occurrence .
B. Such insurance shall be with a company acceptable to City
and shall otherwise be in form and substance acceptable to
56
i
.r
City. Such insurance policy with written evidence of pay-
ment of required premiums shall be filed and maintained with
d -
City during the term of the Franchise. The above minimum
amounts shall be changed from time to time by Grantee as
requested by City. Grantee shall immediately give notice to
City of any threatened or pending litigation affecting this F
insurance.
C . Neither the provisions of this section nor any damages re-
covered by City shall be construed to, or shall, limit the
liability of Grantee .
D. No recovery by City of any sum by reason of the Letter of r
Credit or Bond required in this Franchise shall be any limi-
tation upon the liability of Grantee to City under the terms
of this section, except that the sum so received by City
"i
from such Letter of Credit or Bond shall be deducted from a
recovery under this section, if for the same act or occur-
rence.
E . All insurance policies maintained pursuant to this Franchise
shall contain the following endorsement:
.F .
It is hereby understood and agreed that this in-
surance policy may not be cancelled nor the inten-
tion not to renew be stated until 60 days after
receipt to City, by registered mail, of written
notice of such intention to cancel or not to
renew.
57
7
SECTION 4 . LETTER OF CREDIT
A. At the time of acceptance of this Franchise, Grantee shall
deliver to City an irrevocable and unconditional Letter of
Credit, in form and substance acceptable to City, from a
National or State bank approved by City, in the amount of
$50, 000 _
B. The Letter of Credit shall provide that funds will be paid
to City, upon written demand of City, and in an amount sole-
ly determined by City in payment for penalties charged pur-
suant to paragraph C of this section, in payment for any
monies owned by Grantee pursuant to its obligations under
this Franchise, or in payment for any damage incurred as a
result of any acts or omissions by Grantee pursuant to this
Franchise .
C. In addition to recovery of any monies owed by Grantee to
City or damages to City as a result of any acts or omissions
by Grantee pursuant to the Franchise, City in its sole dis-
cretion may charge to and collect from the Letter of Credit
the following penalties :
( 1 ) For failure to complete System construction in accor-
dance with Grantee' s initial service area plan,
i
unless City approves the delay, the penalty shall
be Two Hundred Dollars ( $200 . 00 ) per day for each
day, or part thereof, such failure occurs or con-
. t
tinues .
(2 ) For failure to provide data, documents, reports or 4
information or to cooperate with City during an
58
S
•Z
.k
application process or System review, the penalty
shall be Fifty Dollars ( $50 . 00 ) per day for each
day, or part thereof, such failure occurs or con-
tinues .
( 3 ) For failure to comply with any of the provisions
of this Franchise for which a penalty is not other-
wise specifically provided pursuant to this Para-
graph C, the penalty shall be Fifty Dollars
( $50 . 00 ) per day for each day, or part thereof,
such failure occurs or continues .
(4 ) For failure to test, analyze and report on the
performance of t"he System following a request by
City, the penalty shall be Fifty Dollars ( $50 .00 )
per day for each day, or part thereof, such fail-
ure occurs or continues .
(5 ) For failure by Grantee to modify the System or to
provide additional services within 45 days after
required by City following a periodic review or
renegotiation session the penalty shall be Two
Hundred Dollars ( $200 . 00 ) per day for each day, or
part thereof, such failure occurs or continues.
( 6 ) Forty-five days following notice from City of a
failure of Grantee to comply with construction,
operation or maintenance standards, the penalty
shall be Two Hundred Dollars ( $200 .00 ) per day for
each day, or part thereof, such failure occurs or
continues .
59
(7 ) For failure to provide the services Grantee has
proposed, including but not limited to the imple-
mentation and the utilization of the access chan-
nels and the making available for use of the
equipment and other facilities to City, the penal-
ty shall be One Hundred Dollars ( $100 . 00 ) per day
for each day, or part thereof, such failure occurs
r
or continues .
Xt
(8 ) Each violation of any provision of this Franchise
1
shall be considered a separate violation for which t
a separate penalty can be imposed.
D. Exclusive of the contractual penalties set out above in this
section, a violation of any provision of this Franchise is a
misdemeanor.
E. Whenever City finds that Grantee has violated one or more
terms , conditions or provisions of this Franchise, a written
notice shall be given to Grantee informing it of such viola-
t
tion. At any time after three days following notice, City
may draw from the Letter of Credit all penalties and other
monies due City.
F. Whenever a penalty has been assessed, Grantee may, within
ten days of notice, notify City that there is a dispute as
to whether a violation or failure has , in fact, occurred.
Such notice by Grantee to City shall specify with particu-
larity the matters disputed by Grantee .
w f
60
i
l
(1 ) City shall hear Grantee' s dispute at the next reg-
ularly scheduled Council meeting. City shall sup-
plement the Council decision with written findings
of fact.
(2 ) Upon a determination by City that no violation has
taken place, City shall refund to Grantee without
interest all monies drawn from the Letter of Cred-
it by reason of the alleged violation, less all
costs and attorneys' fees incurred by City as a
result of Grantee ' s appeal .
G. If said Letter of Credit or any subsequent Letter of Credit
delivered pursuant hereto expires prior to 15 months after
the expiration of the term of this Franchise, it shall be 4
_ renewed or replaced during the term of this Franchise to
provide that it will not expire earlier than 15 months after
the expiration of this Franchise. The renewed or replaced
Letter of Credit shali be on the same form and with a bank
authorized herein and for the full amount stated in para-
graph A of this section.
H. If City draws upon the Letter of Credit, or any subsequent
Letter of Credit delivered pursuant hereto, in whole or in
part, Grantee shall replace the same within three days and
f
shall deliver to City a like replacement Letter of Credit
for the full amount stated in Paragraph A of this section as
a substitution of the previous Letter of Credit.
I . If any Letter of Credit is not so replaced, City may draw on
C said Letter of Credit for the whole amount thereof and hold
k
61
the proceeds , without interest, and use the proceeds to pay
costs incurred by City in performing and paying for any or
all of the obligations, duties and responsibilities of
Grantee under this Franchise that are not performed or paid
for by Grantee pursuant hereto, including attorneys ' fees
incurred by the City in so performing and paying. The fail-
ure to so replace any Letter of Credit may also, at the
option of City, be deemed a default by Grantee under this
Franchise . The drawing on the Letter of Credit by City, and
use of the money so obtained for payment or performance of
the obligations , duties and responsibilities of Grantee
which are in default, shall r,Lot be a waiver or release of
such default.
J. The collection by City of any damages , monies or penalties
from the Letter of Credit shall not affect any other right
or remedy available to City, nor shall any act, or failure
to act, by City pursuar-t to the Letter of Credit, be deemed
a waiver of any right of City pursuant to this Franchise or
3
otherwise .
SECTION 5 . BONDS S
d
A. At the commencement of this Franchise, and at all times
thereafter until Grantee has liquidated all of its obliga-
tions with City, Grantee shall maintain with City a bond in
the sum of Three Hundred Thousand Dollars ($300, 000. 00 ) in
such form and with such sureties as shall be acceptable to
City, conditioned upon the faithful performance of Grantee
of this Franchise and the acceptance hereof given by Grantee
r
f
62
1
and upon the further condition that in the event Grantee
shall fail to comply with any law, ordinance or regulation,
there shall be recoverable jointly and severally from the
principal and surety of the bond, any damages or losses
suffered by City as a result, including the full amount of
any compensation, indemnification or cost of removal of any
property of Grantee, including a reasonable allowance for
attorneys ' fees and costs (with interest at two (2%) percent
in excess of the then prime rate) , up to the full amount of
the bond, and which bond shall further guarantee payment by
Grantee of all claims and liens against City or any public
property, and taxes due to City, which arise by reason of
the construction, operation, maintenance or use of the
System.
B . The rights reserved by City with respect to the bond are in
addition to all other rights the City may have under this
Franchise or any other law.
C. City may, in its sole discretion, reduce the amount of the
bond.
63
ARTICLE IX.
DEFAULT
SECTION 1 . NOTICE AND DEFAULT
A. City shall give written notice of default to Grantee if
City, in its sole discretion, determines that Grantee has :
(1 ) Violated any provision of this Franchise or the
acceptance hereof, or any rule, order, regulation
or determination of the City, state or federal
government, not in conflict with this Franchise;
( 2 ) Attempted to evade any provision of this Franchise
or the acceptance hereof;
(3 ) Practiced any fraud or deceit upon City or sub-
scribers ;
(4 ) Made a material misrepresentation of fact in the
application for or negotiation of the Franchise;
or
( 5 ) Incurred a 12 month or more delay in the con-
struction schedule.
t
B . If Grantee fails to cure such default within 30 days after
the giving of such notice (or if such default is of such a
character as to require more than 30 days within which to
cure the same, and Grantee fails to commence to cure the '
i
$
t
same within said 30 day period and thereafter fails to use
t
reasonable diligence, in City' s sole opinion, to cure such
default as soon as possible ) , then, and in any event, such
default shall be a substantial breach and City, at its
option, may elect to either cure the default or terminate
this Franchise as follows :
64
S
(1 ) City may cure any default for the account at at
the cost and expense of Grantee and all sums so
expended by City, including attorneys fees q
incurred in curing such default, whether suit be
brought or not, with interest thereon at a rate
per annum two (2%) percent in excess of the then
prime rate, shall be paid be Grantee to City, upon
demand, and failure to so pay upon demand likewise
may be deemed by City to be a default under this
Franchise .
(2 ) City may place the issue of revocation and termi-
nation of the Franchise before the Council at a
regular meeting of the City Council . If City
decides there is cause or reason to terminate, the
following procedure shall be followed:
(a) City shall provide Grantee with a writ-
ten notice of the reason or cause for
proposed termination and shall allow
Grantee a minimum of 30 days subsequent
to receipt of the notice in which to
correct the default.
(b ) Grantee shall be provided with an oppor-
tunity to be heard at a public hearing
prior to any decision to terminate this
Franchise.
(c) In the event that City determines to
f terminate this Franchise, the Grantee
65
shall have a period of 30 days,
beginning the day next following written
notice to Grantee of such decision,
within which to file an appeal with the
Board, pursuant to the then applicable
statutes and procedures of the Board.
During such 30 day period and until the
Board determines the appeal , if an
appeal is taken, the Franchise shall
remain in full force and effect, unless
the term thereof sooner expires .
(d) If Board approves of, the action of City,
the Franchise shall terminate immedi-
ately. If Board disapproves of the
r
action of City, the Franchise shall
remain in full force and effect for the
full term hereof unless sooner termi-
nated in accordance with the provisions
hereof, or applicable law or rules of
Board.
SECTION 2 . CROSS DEFAULT
A . If Grantee should be in default under any of the terms or
provisions of a franchise, or acceptance thereof, of another
city ( then a par:.y to a Joint Powers Agreement relating to
the System) , at City' s option, to be exercised by notice to
Grantee given at any time while such default exists , such
default may be deemed by City a default by Grantee under
this Franchise.
66
4
B. This section, or any other section or provision of this
Franchise, shall not be deemed to incorporate into this
Franchise by reference any other franchises.
I
67
ARTICLE X.
FORECLOSURE, RECEIVERSHIP AND ABANDONMENT
SECTION 1 . FORECLOSURE
Upon the foreclosure or other judicial sale of all or a part
of the System, or upon the termination of any lease covering all
or part of the System, Grantee shall notify City of such fact and
such notification shall be treated as a notification that a
change in control of Grantee has taken place, and the provisions
of this Franchise governing the consent to transfer or change in
ownership shall apply without regard to how such transfer or
change in ownership occurred.
SECTION 2 . RECEIVERSHIP
City shall have the right to cancel this Franchise 120 days
after the appointment of a receiver or trustee to take over and
i
conduct the business of Grantee, whether in receivership,
reorganization, bankruptcy or other action or proceeding, unless
such receivership or trusteeship shall have been vacated prior to
the expiration of said 120 days , or unless : r
( a ) Within 120 days after his election or appointment, such s
receiver or trustee shall have fully complied with all
the provisions of this Franchise and remedied all
defaults hereunder; and
(b) Such receiver or trustee, within said 120 days, shall
have executed an agreement with City, duly approved by
the Court having jurisdiction in the premises, whereby
68
i
A
such receiver or trustee assumes and agrees to be bound
by each and every provision of this Franchise_
SECTION 3 . ABAND014MENT
Grantee may not abandon any portion of System without having
given not less than three months prior notice to City and Board.
Further, Grantee may not abandon any portion of System without
compensating City for damages resulting from the abandonment.
The amount of damages resulting from abandonment and due City
shall be determined in the sole discretion of City. An abandon-
ment of any portion of the System as determined in the sole dis-
cretion of City shall be a cause for termination of this
Franchise by City.
69
ARTICLE XI .
PURCHASE OF SYSTEM
SECTION 1 . GENERAL
A. If at any time Grantee receives a bona fide purchase offer
for the System which Grantee is willing to accept, a com-
plete copy of such offer shall promptly be given to City and
City shall have the right to purchase the System according
to the terms of that offer . City shall exercise such right
by submitting to Grantee, within six months after City' s
actual receipt of the bona fide offer, notice that City
{
desires to purchase the System pursuant to said offer. If
City does not exercise such right the System may be sold, :
but only on the terms submitted to City. If any changes are
made in the purchase offer given to City, such purchase
p
offer, as so changed, shall again be given to City and City
shall have six months from actual receipt by City of the
offer, as changed, within which to exercise its right to
purchase the System pursuant to the offer, as changed, all
as above provided. If City does not exercise its right to
purchase the System pursuant to any offer given to City pur-
suant to this paragraph, and the System is not sold to the
buyer and on the terms set out in the offer given to City,
then the right of City to purchase the System shall con-
tinue, and all subsequent purchase offers shall be given to
City pursuant to this paragraph. Also, the City' s right to
purchase pursuant to this paragraph shall survive every sale
to a buyer and shall continue and be binding upon every
buyer of the System.
70
1
B. Upon forfeiture, revocation or termination of this Fran-
chise, or at the normal expiration of the Franchise term,
City shall have the right to purchase the System. Such
right shall be exercised upon written notice to Grantee
given within six months after the occurrence of any such
event.
SECTION 2 . PROCEDURES
In the event City elects to exercise its right to purchase a
the System as provided in Section 1B of this Article, the follow JI
-
JI
r
ing shall then apply:
7
A. City and Grantee shall negotiate all terms and conditions of
the purchase of the System.
B. If City and Grantee cannot agree upon the terms and condi-
tions of the purchase , City shall have the right to proceed
to arbitration. Arbitration shall commence and proceed
according to applicable Minnesota law except as follows :
(1 ) The parties shall, within 15 days of City' s deci-
sion to proceed to arbitration, appoint one arbi-
trator each who is experienced and knowledgeable
in the purchase and valuation of business
property. Arbitrators shall each agree upon the
selection of a third arbitrator, similarly quali-
fied, within 15 days after appointment of the
second arbitrator.
(2 ) Within 30 days after appointment of all arbitra-
tors and upon ten days written notice to parties,
71
the arbitrators shall commence a hearing on the
terms and conditions of the purchase in dispute.
(3 ) The hearing shall be recorded and may be trans-
cribed at the request of either party. All hear-
ing proceedings , debates and deliberations shall
be open to the public and at such times and places
as contained in the notice or as thereafter pub-
licly stated in the o=der to adjourn.
(4 ) The arbitration panel shall be required to deter-
mine the purchase price of the System according to
the standards established in paragraph C below.
c
( 5 ) At the close of the headings and within 30 days ,
the arbitrators shall prepare written findings and 1
a
make a written decision agreed upon by a majority
of the arbitrators which shall be served by mail
upon City and Grantee. g
a
M
(6 ) The decision of a majority of the arbitrators
shall be binding upon both parties except that
l
City may, in its sole discretion and without any
penalty or cost to City of any kind, withdraw its
offer to purchase within 90 days of receipt of the
final decision of a majority of the arbitrators .
( 7 ) Either party may seek judicial relief to the ex-
tent authorized under Minnesota Statutes, M. S .A.
§572 . 09 and §572 . 19 as the sme may be amended,
and, in addition, under the following circum-
stances : j
{a{
i
?2 r
(a ) A party fails to select an arbitrator;
(b ) The arbitrators fail to select a third
arbitrator; a
(c ) One or more arbitrator is unqualified;
t
(d) Designated time limits have been ex-
ceeded;
(e ) The arbitrators have not proceeded expe-
ditiously; or
( f) Based upon the record the arbitrators
abused their discretion.
(8 ) In the event a Court of competent jurisdiction
determines the arbitrators have abused their dis-
cretion, it may order the arbitration procedure
repeated and issue findings , orders and direc-
tions , with costs of suit to be awarded to the
prevailing party.
( 9 ) Cost of arbitration shall be borne equally.
C . The purchase price of the System to be paid by City shall be
the cost less depreciation (as shown on the books and rec-
ords of Grantee ) or market value, whichever is less . Good-
will shall not be included in the purchase price of the
System.
D. Grantee expressly waives its rights, if any, to relocation
costs that might otherwise be provided by law.
E . The date of valuation shall be no earlier than the day fol-
lowing the date of revocation, forfeiture, expiration or
termination of this Franchise and no later than the date
City makes a written offer for the System.
73
ARTICLE XII .
MISCELLANEOUS
SECTION 1 . TRANSFER OF OWNERSHIP OR CONTROL
A. This Franchise shall not be assigned or transferred, either
in whole or in part, or leased, sublet or mortgaged in any
manner, nor shall title thereto, either legal or equitable
or any right, interest or property therein, pass to or vest
i
in any person without the prior written consent of City,
which consent shall not be unreasonably withheld. Further,
Grantee shall not sell or transfer any stock or ownership {
interest so as to create a new controlling interest except
with the consent of City, which consent shall not be unrea-
sonably withheld. The transfers described in this paragraph
shall , in the sole discretion of City, �e considered sale or w
transfer of Franchise within the meaning and intent in the
following paragraph. s
B. Any sale or transfer of Franchise, including a sale or
transfer by means of a fundamental corporate change,
requires the written approval of City. Any sale or transfer
of Franchise shall be subject to the provisions of Board
rules prohibiting certain ownership. The parties to the
sale or transfer of Franchise shall make a written request f
to City for its consent. City shall reply in writing within
4
30 days of actual receipt of the request and shall indicate
its approval of the request or its determination that a pub-
lic hearing is necessary. City shall conduct a public hear-
ing on the request within 30 days of such determination if
t
74
it determines that a sale or transfer of Franchise may
adversely affect the Grantee ' s subscribers.
C . Unless otherwise already provided for by local law, notice
of any such hearing shall be given 14 days prior to the
i
hearing by publishing notice thereof once in a newspaper of
general circulation in the City. The notice shall contain
A'
the date, time and place of the hearing and shall briefly
t
state the substance of the action to be considered by City.
Within 30 days after the public hearing, City shall approve
or deny in writing the sale or transfer request.
D. Any sale or transfer of Franchise, including a sale or
s
transfer by means of a fundamental corporate change,
l
requires notification to the Board by City. The notifica-
tion shall be accompanied by the written certification of
the transferee that it meets all of the requirements estab-
lished by City for original Grantee including but not
limited to technical ability and financial stability. City
shall cause to be sent to the Board a copy of all public
documents related to sale or transfer of the Franchise.
E . The parties to the sale or transfer of only this Franchise,
without the inclusion of the System in which at least sub-
stantial construction has commenced, shall be required to
establish to the sole satisfaction of City that the sale or
transfer of only this Franchise is in the public interest.
F. For purposes of this section, fundamental corporate change
means the sale or transfer of a controlling interest in the
stock of a corporation or the sale or transfer of all or a
75
majority of a corporation' s assets, merger ( including a par-
ent and its subsidiary corporation) , consolidation or crea-
tion of a subsidiary corporation. For the purposes of this
Section, fundamental partnership change means the sale or
transfer of all or a majority of a partnership ' s assets ,
change of a general partner in a limited partnership, change
from a limited to a general partnership, incorporation of a
partnership, or change in the control of a partnership-
G. The word "control" , as used herein, is not limited to major
stockholders, but includes actual working control in what-
ever manner exercised. As a minimum, "control" , as used
herein, means a legal or beneficial interest (even though
' I
actual working control does not exist) of at least five (5%)
s
percent or more . Every change, transfer or acquisition of
control of Grantee shall make the Franchise subject to can-
cellation unless and until City shall have consented in
writing thereto , which consent shall not be unreasonably
withheld. For the purpose of determining whether it shall
consent to such change, transfer or acquisition of control,
City may inquire into the qualifications of the prospectice
controlling party, and Grantee shall assist City in any such
inquiry and pay all costs incurred by City in so inquiring,
including City staff time at a value determined by City.
H. In the absence of extraordinary circumstances, City will not
approve any transfer or assignment of the Franchise prior to
substantial completion of construction of System, as deter-
mined solely by City.
76
I . In no event shall a transfer or assignment of ownership or
1, control be approved without tranferee becoming a signator to
a
this Franchise.
J. Any transferee shall be subordinate to any right, title or
interest of City.
SECTION 2 . REMOVAL AFTER TERMINATION OR REVOCATION
A. At the expiration of the term for which this Franchise is
granted, or upon its revocation or termination, as provided
for herein, City shall have the right to require Grantee to
remove, at Grantee ' s expense, all or any portion of the Sys-
tem from all streets and public property within City. In so
removing the System, Grantee shall refill and compact at its
own expense any excavation that shall be made by it and
shall leave all streets and public property in as good a
��. condition as that prevailing prior to Grantee' s removal of
the System, and without affecting, altering or disturbing in
any way electric, telephone or other utility cables, wires
or attachments . City shall have the right to inspect and
approve the condition of such streets and public property
after removal_ The Letter of Credit, Bonds , Insurance, In-
demnity and Penalty provisions of this Franchise shall re-
main in full force and effect during the entire term of
removal .
B. If, in the sole discretion of City, Grantee has failed to
commence removal of System, or such part thereof as was des-
ignated by City, within 30 days after written notice of
77
r
City' s demand for removal is given, or if Grantee has failed
to complete such removal within one year after written
notice of City' s demand for removal is given, City shall
have the right to exercise one of the following options:
( 1 ) Declare all right, title and interest to the Sys-
tem to be in City with all rights of ownership
including, but not limited to, the right to oper-
ate the System or transfer the System to another
for operation by it.
(2 ) Declare the System abandoned and cause the System
or such part thereof, as City shall designate, to
be removed at no cost to City. The cost of said
removal shall be recoverable from the Letter of
Credit, Bonds, Insurance, Indemnification and Pen-
alties provided for in this Franchise, or from
Grantee directly as a liquidated damage.
C . Any portion of the System not designated by City for
removal shall belong to and become the property of City
without payment to Grantee and Grantee shall execute
and deliver such documents, as City shall request, in
form and substance acceptable to City, to evidence such
ownership by City.
SECTION 3 . WORK PERFORMED BY OTHERS
A. Grantee shall give notice to City specifying the names
and addresses of any other entity, other than Grantee,
F
which performs services pursuant to this Franchise,
provided, however, that all provisions of this Fran-
chise remain the responsibility of Grantee.
78
1
B. All provisions of this Franchise shall apply to any
subcontractor or others performing any work or services
pursuant to the provisions of this Franchise .
SECTION 4 . INTEREST RATE
For purposes of this Franchise , prime rate shall mean
a
the interest charged from time to time by the First National
Bank of Minneapolis for 90 day unsecured loans to commercial
borrowers of the highest credit rating.
SECTION 5 . GENERAL PROVISION ON RIGHTS AND REMEDIES
A. All rights and remedies given to City by this Franchise
shall be in addition to and cumulative with any and all
other rights or remedies, existing or implied, now or
hereafter available to City at law or in equity, and
f
such rights and remedies shall not be exclusive, but
each and every right and remedy specifically given by
this Franchise or otherwise existing or given may be
exercised from time to time and as often and in such
order as may be deemed expedient by City, and the exer-
cise of one or more rights or remedies shall not be
deemed a waiver of the right to exercise at the same
time or thereafter any other right or remedy. No delay
or omission of City in the exercise of any right or
remedy shall impair any such right or remedy, nor shall
any such delay or omission be construed to be a waiver
of or acquiescence to any default. The exercise of any
such right or remedy by City shall not release Grantee
from its obligations, or any liability, under this
Franchise .
79
B. In addition to all other remedies granted or available
to City, City shall be entitled to the restraint by
injunction of the violation, or attempted or threatened
violation, by Grantee of any terms or provisions of
this Franchise, or to a decree compelling performance
by Grantee of any term or provision of this Franchise.
SECTION 6 . APPLICABLE LAWS AND COURT DECISIONS :
SEVERABILITY
A. Grantee and City shall, at all times, comply with all laws,
ordinances and regulations of federal, state and City
government relating to System and this Franchise.
B. If any law, ordinance or regulation shall require or permit
Grantee to perform any service or shall prohibit Grantee
r
4
2
from performing any service which may be in conflict with
R
the terms of this Franchise, then as soon as possible fol-
lowing knowledge thereof, Grantee shall notify City of the
i
point of conflict believed to exist between such law, ordi-
nance or regulation.
C. If City determines that a material provision of this Fran- i
chise is affected by such law, ordinance or regulation, City 1
i
shall have the right to amend, modify, alter or repeal any
of the provisions of this Franchise to such reasonable ex-
tent as may be necessary to carry out the intent and purpose
of this Franchise, and Grantee hereby agrees to such amend-
ment, modification, alteration or repeal of this Franchise .
D. To the extent any provision of the Offering or rules of
Board are not specifically set out in this Franchise or not
80
validly incorporated herein by reference, City from time to
time may amend this Franchise to include such provision
effective as of the date of commencement of the Franchise
term or any such rule effective as of the date of commence-
ment of the Franchise term or adoption of the rule, which-
ever is later. Grantee, by acceptance of this Franchise,
3
consents to and agrees to be bound by any such amendments .
E. City reserves the right to revoke this Franchise and any
right or privilege of Grantee hereunder without incurring
any obligation or liability to Grantee if any provision of
this Franchise shall be finally adjudged by a court of law
invalid or unenforceable, and if City further finds that
such provision constitutes at that time a consideration
material to the continuance of the Franchise herein granted.
F. If any term, condition or provision of this Franchise or the
application thereof to any person or circumstance shall, to
any extent, be held to be invalid or unenforceable, the re-
mainder hereof and the application of such term, condition
and provision to persons or circumstances other than those
as to whom it shall be held invalid or unenforceable shall
not be affected thereby, and this Franchise and all the
terms, provisions and conditions hereof shall, in all other
respects , continue to be effective and to be complied with.
SECTION 7 . GRANTEE WILL NOT CONTEST VALIDITY OF FRANCHISE
Grantee agrees that it will not, at any time, set up against
City in any claim or proceeding, any condition or term of this
Franchise as unreasonable, arbitrary, void or that City had no
81
power or authority to make such term or condition, but shall be
required to accept the validity of the terms and conditions of
this Franchise in their entirety.
SECTION 8 . INTERPRETATION BY CITY OF FRANCHISE
In case of any dispute or question as to the meaning, inter-
pretation or application of any term, provision or condition of t
t
this Franchise, the Council of City in its sole discretion shall {
resolve such dispute or question.
{
82
i
ARTICLE XIII .
ADMINISTRATION AND ADVISORY BODY
SECTION 1 . ADMINISTRATOR
The City Manager or the City Manager' s designee shall be
responsible for the continuing administration of this Franchise.
The administrator may be changed by City from time to time by
written notice given to Grantee .
SECTION 2 . ADVISORY BODY
City may appoint an advisory body to monitor the performance
of Grantee in executing the provisions of this Franchise. The
advisory body shall perform all functions required of it by the
Council and applicable laws, ordinances, rules and regulations . '
SECTION 3 . DELEGATION OF AUTHORITY BY CITY R
i
A . City reserves the right to delegate and redelegate from time
to time any of its rights or obligations under this Fran-
chise to any body or organization.
B . Any delegation by City shall be effective upon written
notice by City to Grantee of such delegation.
C . Upon receipt of notice by Grantee of City's delegation,
Grantee shall be bound by all terms and conditions of the
delegation not in conflict with this Franchise .
D . Any such delegation, revocation or redelegation, no matter
how often made, shall not be deemed an amendment to this
Franchise or require any consent of Grantee.
l
83
.ARTICLE XIV.
JOINT SYSTEM, ACCEPTANCE,
INCORPORATION OF OFFERING, EMIBITS, PUBLICATION
SECTION 1 . OTHER FRANCHISES
A. The System intended for City, may be part of a joint system
that serves the cities of Eden Prairie, Edina, Hopkins , Min-
netonka and Richfield, Minnesota.
B . Grantee will , in good faith, apply for and accept, if
offered to it, a franchise (similar franchise) from each of
the other cities on all the same terms and conditions herein
provided . except provisions omitted as inapplicable.
C . Notwithstanding any other provision of this Franchise, if
less than all of the other of said cities offer a similar
franchise to Grantee, which is accepted by Grantee, Grantee
or City may cancel this Franchise and all of their obliga-
tions hereunder by written notice given to the other not
i
later than 30 days after all the other of said cities shall
i
have formally acted upon their respective franchise ordi-
nances ; provided, that if Grantee elects to cancel this
Franchise pursuant hereto, it must also cancel all other
r
t
franchises granted to it by the other of said cities f
effective simultaneously herewith.
SECTION 2 . TIME OF ACCEPTANCE; GUARANTEE; INCORPORATION OF
OFFERING; EXHIBITS
1
A. Grantee shall have 30 days from the last date of adoption of
a similar franchise by all of the cities listed in
Section lA of this Article , to accept this Franchise in
i
x
84
i
form and substance acceptable to City. However, in no event
will acceptance occur later than 90 days after the adoption
of this Franchise, unless the time for acceptance is
extended by City. Such acceptance by Grantee shall be
deemed the grant of this franchise for all purposes .
B. Upon acceptance of this Franchise, Grantee shall be bound by
all the terms and conditions contained herein. Grantee
shall provide all services and offerings specifically set
t
1
forth in the Offering to provide cable communication service
within City and other cities included in or a part of a
joint system; and, by its acceptance of this Franchise,
r
Grantee specifically agrees that the Offering of Grantee,
including all promises , offers, representations and induce-
ments contained therein, is specifically incorporated by
reference and made part of this Franchise. The failure to
refer to the Offering in any specific provisions of this
Franchise shall not be a limitation on the obligation of
Grantee to fully comply with the Offering. Grantee further
acknowledges that all promises, offers, representations and
inducements contained in the Offering of Grantee were freely
and voluntarily made to City by Grantee.
C . The Offering shall be permanently kept and filed in the
Office of the City Clerk and the originals or reproductions
thereof shall be available for inspection by the public
during normal business hours . Also, the Grantee may summa-
rize the Offering in a manner acceptable to City or repro-
duce the entire Offering, and shall have either at the
following locations in the following quantities :
85
( 1 ) Office of the City Clerk - 1 copy;
(2 ) Administrator designated in this Franchise - 1
copy;
(3 ) Public libraries - 1 copy each;
(4) Office of the City Attorney - 1 copy;
( 5 ) Hennepin County Law Library - 1 copy;
( 6 ) Local office of Grantee - 1 copy;
( 7 ) Office of any School District in City - 1 copy.
D. In the event of conflicts or discrepancies between any part
of the Offering and the provisions of this Franchise or
between any part of the summary made by Grantee and the
Offering, those provisions which provide the greatest bene-
fit to City, in the opinion of the Council, shall prevail .
r
E . Grantee shall have continuing responsibility for this Fran-
. ,
chise, and if Grantee be a subsidiary or wholly owned cor-
porate entity of a parent corporation, performance of this
Franchise shall be secured by guarantees of the parent cor-
poration in form and substance acceptable to City, which
9
shall be delivered at time of, and as part of, acceptance of
this Franchise .
F. With its acceptance, Grantee also shall deliver to City an
opinion from its legal counsel, acceptable to City, stating
that this Franchise has been duly accepted by Grantee, that
1
the quarantees have been duly executed and delivered, that
this Franchise and the guarantees are enforceable against
Grantee and the guarantors in accordance with their respec-
tive terms, and which opinion shall otherwise be in form and
substance acceptable to City.
86
G. with its acceptance, Grantee also shall deliver to City true
and correct copies of documents creating Grantee and eviden-
cing the power and authority referred to in the opinion of
Grantee' s counsel, certified as of a then current date by
public office holders to the extent possible and otherwise
by an officer of Grantee.
H. Each exhibit is a part of this Franchise and each is specif-
ically incorporated herein by reference. The exhibits are
i
1
as follows : I
0
Exhibit A - Map of Construction by Area, Including Time
Schedule .
Exhibit B - Rate Schedule
l�
87
i
i
Passed and adopted this e day of 1981 .
ATTEST : CITY OF EDEN PRAIRIE
By y
f�J�
G�� B `
City Clerk Mayor
or
B ..
C ' ty/Manager
This Franchise is accepted, and we agree to be bound by all its
terms and conditions .
i
MINNESOTA CABLESYSTEMS - SOUTHWEST
A Minnesota Limited Partnership s
By: Minnesota Cablesystems, Inc. ,
a Mesota Corp o ation
I G 1 Part
B
By
Its
}
x
t
r
i�
t
1
88
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FAM I L ,
OPEN PA —I2 l �° r
� , RI -1�33 i 221
77-37 {�� 1
RM-s -14T + - 2� RI-22 2
_PUB
FP.79 NI
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d rp �R1g22 flris -3 I 2s 70-4 f1E3
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1-7
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MINNESOTA
CABLESYSTEMS
RU. RURAL (ALL
[(ALL
T R 1-22 SINGLE FAME
1AL SERVICE AREA R1-13.5 SINGLE FAM
RESIDENTIAL ZONE REAS) RM-6.5 MULTI-FAMII
RM-2.5 MULTI-FAMII
P.U.D. PLANNED UP
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•``'ti. PUB
PUD To-+
244 INDUSTRIAL i
2 - MULTIPLE FAMILYi
OPEN (SPACE _.
..........
--- •. - __ ----,r. PARK
Fp
FP ti 1
UPDATED THRU ORD. 79-38
C
= ms C
RU. RURAL (ALL UNIX66IGNATED AAEAS) C-1
R 1-22 SINGLE FAMILY RESIDENTIAIL 4.2ppoOS.F Mtt4 c
. AREA ., PUi
R 7 13.5 SINGLE FAMILY RESIDENTIAL (13,000S.F.MIN.) P.c
)NED REAS) RM-6.5 MULTI-FAMILY RC IDENTIAL ( 6,500S.F.MIte OF,
RM-2.5 MULTI-FAMILY RESIDENTIAL ( 2,500S.F.MIN.) 12-
P.U.D. PLANNED UNIT DEVELOPMENT I5-
IGE
FP
DEN Al I
5
27
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PUB i' PUD 70-1 1 .� 5 k
244 INDUSTRIAL
-2 MULTIPLE FAMIL`i � ^..f
it
OPEN "SPACE
-. PARK i
7e a 77-ee'
3 �,
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. . . 1.2
... - ------------ R -2 sw
FP
_
CONSTRUCTION SCHEDULE
9-38 BY CENSUS TRACT
BOUNDARY
C-COM COMMUNITY COMMERCIAL
C-REG. REGIONAL COMMERCIAL
C-REG.SER REGIONAL JfRVICE COMMERCIAL
• C-HW Y. HIGHWAY
OS.F.MIN.) PUB. PUBLIC -- QUASI PUBLIC
?S.F.MIN.) P.S. PLAN STUDY AREA
S.F.M10 OFC. OFFICE
3.F.MIN.) !2-PRK. INDUSTRIAL PARK (2 acre MIN.)
15-PRK. INDUSTRIAL PARK (5 acre) MIN.)
IGEN. INDUSTRIAL GENERAL
FP FLOOD PLAIN
SECTION----+ j-DESCRIPTION NUMBER
17-6
r
EXHIL'IT B
s
GlZA14TEE SCHEDULE OF RATFS
I . SULSCRIliER NETWORK.
A. Basic Rates .
1 . TIERS
Standard
150 Ft. Aerial Seniors &
Installation Monthly Homebound
(First Outlet)
TIER 1 Universal Service. $ 19 . 95 Free Free
Converter not re-
quired for this
service
TIER 2 Family Service .
Subscriber owns
converter $ 19 . 95 $ 3.95 $ 3 .36
Subscriber rents
converter from
Grantee $ 19 . 95 Various Various
TIER 3 Full service .
Subscriber ovins
converter $ 19 . 95 $ 5.95 $ 5 . 06
Subscriber resits
s,
converter from
Grantee $ 19 . 95 *Various *Various
TIER 3 Expanded Service .
(Expanded ) ( Included converter
and unit) $ 19 . 95 $ 10. 95 $ 9 . 31
2 . Rates will remain constant for two years after eom-
mencenient of construction of System or until completion of all
construction required by Article V, Section 1 of this Franchise,
whichever is longer as determined by City.
3 . Subscribers will have the option of renting various
type.- of converter-c as follows :
Grantee Converter hate Schedule
Initial Monthly
Desci i .� Lion Rate
1 . Block Converter $ 1 . 00
2 . OAK L-35 1 .50
3 . Scientific Atlanta '6700
-set-up converter 2 .50
Descrainbler option 3 .00
-remote control option 4. 00
-addressable feature 5 .00
(nct initially available )
t
The rental rate shall be added to the appropriate base rate
shown in the table above if the subscriber rents 'the convey t-Etr
from Grantee . Subscribers may choose to rent or buy converters j
t
from sources other than the Grantee, however, a Grantee converter
or descrambler will be necessary for premium services .
a
4. The standard installation rate will include the
installation of 150 feet or less of aerial cable drop to each
subscriber dwelling within the initial service area. Aerial
installations within the initial service area in excess of 150
feet will be charged at cost on a time and material basis .
Underground installations will be charged at cost on a time and
material basis . Free standard installation on TIERS 2 and 3 will
be provided within the first 30 days of energizing newly
pleted construction areas in the initial service area.
.5. For dwelling unite located within 'the initial service
area but in areas where the: density is lower than 40 homes per
street mile, Grantee retains the right to asses the following
additional installation charges pursuant to the following con-
ditions
-2-
Den::i ty/M ile Additional Cost Per
Installation
30 to 39 $ 40 . 00
20 to 29 $ 60. 00
1 to 19 $ 80 . 00
a. There will be no free installation
period.
b. Grantee will make special financial ar-
rangements to allow subscribers to pay
the installation charges over time as
s
part of the monthly billing at the pre-
vailing terms on consumer loans .
C. The rates quoted are based on currently
projected costs of construction. Should
the cost of construction be less than
anticipated, installation charges will
be lowered accordingly.
6 . Senior Citizen and Homebound discounts of 15% will be
offered on standard installation and monthly service of TIERS • 2
and 3 . The discount is available to all dwelling units where the
head of the household is a senior, 62 years of age or older, or
homebound.
B . Extra Outlets .
*Installation (At
time of initial
Installation ) Monthly
TIER 1 Converter not required $ 10 . 00 each Free
TIER 2 Subscriber owns converter $ 10 . 00 each $1. 95 each
Subscrili`r reaLs converter
from Grantee $ 10 . 00 each **Variot
-3-
TIER 3 SUbscriret: owi s converter $ 10. 00 each $3 . 95 each
Subscriber rr,nts converter
i from GJ:antec $• 10 . 00 each **Various
*Each outlet installed after the initial installation will be
$14 . 95 er;ch.
**Same Converter rental option as provided for under Section IA
of this Exhibit D.
C. Reconnection.
Charges for reconnection of existing installations shall be
$14. 95 for each reconnection regardless of the number of outlets .
D. Commercial Fates For Subscriber network Services .
These rates will be subject to negotiation and will depend
on the number of outlets required and the type of services selec-
ted. A typical commercial rate for department store requesting #
}
10 outlets on TIER 3 with no converters and no premium pay would .
{ be:
` Installation ( at Cost on a time and material basis )
t
Monthly Rate 1st outlet $15 . 00
2nd outlet $10. 00
3rd outlet $ 5. 00 '
Additional
outlets $ 4.00
E. FM Rates .
FM service is included in the rate structures for TIER 2 and
TIER 3 .
F. Multiple Di•:ellinrl Rates.
1 . Rates will be negotiated depending on the type of
service requested and the number of dwelling units served.
Discounts are generally negotiated for Tiers 1 , 2 , and 3 , and
subscribers have the option 'to pay individually for premium ser-
vices .
-4-
2 . Typical Percentage Discounts -for Tier 3 service
Low Rise (Fewer than four stories
with no elevator) Fewer than 25 units - 5%
More than 25 units - 10%
High Rise 30 to 49 units - 10%
50 to 99 units - 15%
100 to 199 units - 20%
200 units upwards - 25%
3 . If the multiple dwelling is occupied by only senior
citizens or homebound persons or both, both the multiple dwelling
discount a:d the seniors and homebound 'discount will apply to the
monthly basic cable rate .
G. Miscellaneous Provisions Regarding Converters .
1 . No deposit will be charged on the rental of Grantee
converters. Grantee, however, reserves the right to institute a
converter deposit if excessive loss or damage to the converter
units is experienced. ,
2 . The various monthly converter rental rates include the
replacement and/or repair of defective units .
3 . Subscribers renting Grantee converters will have: the
option to buy them at a price based on the type of converter and
length of time the converter has been rented.
H. Premium Services .
1 . Premium . service rates shall be as follows :
MONTImy
Home Theater Network $ 3.95
Dome Boy: Office 7. 50
C I NL`MAX 7.50
The Movie Channel 7 . 50
showtime 7.50
Premiere 7.50
-5-
2 . A $1 . 00 per month discount will be offered to subscrib-
ers taking two or inore premium services other than Home Theater
Network at any one time .
3 . Lockout devices will be available free of charge .
4. Installation for premium services shall be free with
the initial installation of Tier 2 or 3 service. Thereafter, any
number of premium services added at the same time shall be added
at a maximum cost of $14. 95 .
5. Pay-per-view service shall be charged on the basis of
the event chosen. The range of charges is expected to be in the
order of a2 . 00 to $5 . 00 per event.
II . SERVICES TO COVER-N77ENT AND EDUCATION FACILITIES t
( INCLUDING LIBRARIES )
A. Installation Fees :
1 . One cable outlet (per facility) Free
2 . More than one outlet (per facility) At cost of time
and materials
B. There shall be no monthly charge for Tier 1, 2, or 3 .
III . RATES FOR HOME SECURITY STATUS MONITORING
Installation Monthly
A. Single : fire alarm,
medic alert, or
security alert button $ 49 . 95 maximum $ 4. 95 maximum
Double : any two
services 99.95 maximum 5 . 95 maximum
Triple: all three
services 119. 95 maximum 6. 45 maximum
f.
. 4
Intrusion sensor
system of Grantee or
other provider variable 4. 95 up
depending on depending on
options taken options taken
and provider and provider
of system of system
B. This rate schedule is exclusive of other third party charges
that way be levied by emergency agencies. or city licensing.
C. Promotional Discounts .
Rates in this Exhibit B are maximum rates . Grantee may
allow special discounts during promotional or other marketing
activities .
IV. INSTITUTIONAL NETWORK
A. Installation.
Grantee ' s installation charge will be based upon the cost of
material and labor. Grantee will provide an installation quote {
free of charge on request of any potential institutional network.
1
subscriber. Grantee may waive the installation charge .
Institutional subscribers must supply any conduits, race-
ways , trenches or other passages necessary to permit installation
of cable from the distribution line to the location(s ) of the
terminal equipment. '
B . Institutional Network hates .
1 . Institutional rates depend upon the use (video or data
channel ) , the number of points involved in the communication,
whether the communication is one-way or two-way, and whether the
use is full-time (24 hours a day, 3G5 day; a year) or only part-
time (on an hourly bacis ) . Packet dat-i. rates are calculated on a
-7-
1
use basis per 1, 000 packets of data. One packet is 80 characters
for less
2 . Rates for transmission capacity do not include the
costs of terminal equipment modulators, modems, and demodulators .
3. The institutional subscriber may be charged $20 per
month. For this charge Grantee shall provide communications
security system equipment i-nstalled on the subscriber ' s premises
by Grantee. Such equipment may include addressable, taps, trans-
mitter and filters or converter as required and allow access. to
the special channels from 300 to 402 DMz .
4. Rates are as follows :
TYPE OF SERVICE RATE
a. For Video ( 61e7- 1Z* ) Channels , used full-time
twenty-four hours a d,--iv) K
(1 ) One point to one other point on network $435/month max.
(2 ) One point to one other point on network
and return $865/month max. F
F
(3 ) One point to all other points on network $3, 000/month max.
t
(4 ) One point to all other points on network
and return $6, 000/month max.
i
b. For Video (6rMZ) Channels , used part-time
(1 ) From one point to one other point on network $7 . 50/hour. max .
(2 ) From one point to one other point on network
and return $15 . 00/hour max.
i
(3 ) From one point to all other points on network $50 . 00/hour max.
(4 ) From one point to all other points on network
and return $110 . 00/hour max .
(5 ) Special TelQconftrence Yearly Rate for one
{ hour pc_- business day $1, 800 . 00/y ear TM,.
c . For data channol *` , full-tune 0 . 25MI:z }
(1 ) • From one point to one other point on network $36/month ma-7
(2 ) From one point to one other point on network
and return $56/month max.
(3 ) From one point to all other points on network $232/month max.
(4) From one point to all other points on network
and return $366/month max .
d. For date channel , full-time (0 . 50r•Uiz )
(1 ) From one point to one other point on network $52/month max .
(2 ) From one point 'to one other point on network
and return $100/month max .
(3 ) From one point to all other points on ne tv.ork $355/month max .
(4) From one point to all other points on network
and return $596/month max.
e . For data channel , full-time (1 . 00 MHz )
(1 ) From one point to one other point on network $8.7/month max.
(2 ) From one point to one other point 'on network
and return $168/month max.
(3 ) From one point to all other points on network $614/mon1--h max.
Y
(4 ) From one point to all other points on network
and return $1, 050/month max.
f. For data channel , full-time (2 . oomiiz )
a
(1 ) From one point to one other point on network $157/month max.
(2 ) From one point to one other point on network
and return $308/month max .
(3 ) From one point to all other points on network $1, 132/month max .
(4 ) From one point to all other points on network
and return $1, 9G0/month max .
Y
g- Packet S,.i tchinq Data Network
(1 ) Data transmission charge $1 . 00/1000 pack
(2 ) Connection to Packet Network $100
(3 ) Cable Access Processor lease $25/month
*To calculate the rate for FM video channels, multiply the 6MIfz
rate by 2 .3 .
**Data channels may be used for analog signal transmission such
as audio.
L
-20-
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i
Affidavit of Publication
State of Minnesota )
) ss.
County of Hennepin )
Stan Ro 1 fsrud ,being duly swam on oath was heissaid durft
all the time herein stated has been the publisher and printer of the newspsgbr loiowo as Eden Prahie News and bas full
Imowledp of the facts)mein stated as follows: (1)Said newspaper is printed In the Eaglisb language In newepaOsr,tassnat
attached amend Is distributedat column and�fmnce a week.(t)Said ps to
50%a�squr�devatsdd to bases newspaper is
beano
to the community wdidt it purports to serve and does not wholly dupboate anti other publication and is aft ma&up
entirely of patients,Mats der and advertisements.(4)Said ns+rsp open is ckcudabd in and near the miedolpa ft u*Arb
it purports to serve.bus at least 500 copies regularly delivered to payfng subscribers,bus an average at at least 73S at Its
total circulation currently paid or ore more than three months in arrears and has envy as second.claaa mader,in its local
pos4atYice.(6,Said nowspopor purports to morn the City of Eden►Prairie in the County of Hennepin and It has its knew
oftf«of issue in the City of Eden Prairie in said coon ly.established and open during Its regular bushisn I►owrs foe the
gathering of news.axle of advertisements and male of subscriptions and maintsi ed by the managing afflosr of said
newspaper,parsons in its employ and subject to his direction and control duniag all such regular buedn e s ham and at
which said newspaper is printed. (6)Said newspaper files a copy of each Isom immediately with the Stab Historical
Society.(7)Said newspaper has complied with all the foregoing conditions for A least one year preceding the day or dafas
of publication mentioned below.(8)Said newspaper lies filed with the Secretary of State at Minnesota prior to January 1,
1a76 and each January l thereafter an affidavit in the form prescribed by the Secretary of State and signed by the
managing officer of raid newspaper and swan to before a notary public stating that the-newspaper in a legal newspaper.
He further states on oath that the printed_ legal
—
_ — hereto attached as a part
hereof was cut from the columns of said newspaper,and was printed and published therein in the English language,
once each week, for One successive merlin; that it was first so published on T�i�rs• the 29
day M January 198! and was thereafter printed and published on every _ t'
iincluding the_—day of_�_. It___and that the following s a printed copy of the lower came alphabet
from A to Z,both inclusive,and 1s hereby acknowledged as being the size and kind of type used in the composition and
s
publication of said notice,to wit;
i
abcdefshi)klmnoppntuvwxyz
i
;
i
Subscribed and sworn to before me this 0___day of
--------------- --------
CYNTHtA A. D2k
NOTARV PUBLIC- E�tE�y
CARVER COUNTY Notary pubUc, _6 -- - -Count
RIUV Conw A"oon Expire ?�
My Conminlon FaVires !/G /Z_ c _ 19 6
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