HomeMy WebLinkAbout7A - Cable Franchise Public Hearing 01
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Prior Lake, MN 55372
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CITY COUNCIL AGENDA REPORT
MEETING DATE: February 23, 2015
AGENDA#: 7A
PREPARED BY: FRANK BOYLES, CITY MANAGER
PRESENTED BY: FRANK BOYLES, CITY MANAGER
AGENDA ITEM: PUBLIC HEARING TO CONSIDER CABLE FRANCHISE
APPLICATIONS AND AGREEMENTS WITH INTEGRA TELECOM AND
MEDIACOM
DISCUSSION: Introduction
The purpose of this agenda item is to request that the City Council conduct
a public hearing to consider cable franchise applications. Both Integra
Telecom and Mediacom, the City's current cable providers, seek new ten
year franchise agreements. No other applications have been received.
History
The City of Prior Lake has issued franchises to two cable television
companies over the years. The most long standing agreement was with
Mediacom. The Mediacom agreement was entered into in 1999 and is a
15 year agreement. This agreement expired in November, 2014.
In 2009, the City entered into a five year agreement with Integra Telecom
which also expired in November 2014.
Current Circumstances
Cable television is a highly regulated field and becoming more so. For
example, some years ago cities could regulate cable costs through the
franchise agreement. Today they are prohibited from doing so.
Nonetheless, with the help of the city attorney's office, we have examined
franchise agreements prepared by various communities in the last few
years. After examining those documents and considering concerns we
have heard about cable TV, draft agreements were sent to both Integra
Telecom and Mediacom representatives. Both cable companies had their
legal departments review the proposed agreements and we have begun
the negotiation process with each.
At the November 10, 2014 Council meeting, these agreements were
extended to January 31, 2015. They were again extended to April 15, 2015
at the February 9, 2015 meeting in order to provide the time needed to
finalize documents for public hearing purposes.
The new agreements incorporate language with respect to customer
service in order to be responsive to concerns we have heard from the
Phone 952.447.9800/Fax 952.447.4245/www.cityofpriorlake.com
public. The franchise fees continue to be five percent. In addition the city
collects Public, Education and Government Fess (PEG) which are
required to be used to support of cable programming for these venues.
We asked the cable companies a number of questions during the course
of negotiations and received the following answers:
1. Would they offer a signal only tier which people would use the
cable to pick up public commercial stations?
a. The tiers and packages are determined by the programmers
and Integra and Mediacom have no control over tiers.
2. Would they provide a seniors only tier at reduced or no cost?
a. Such a tier would be almost impossible to administer and the
local offices have no authority to do so.
3. Would they limit rate increases to one per year?
a. Rate increases are almost always a pass through from
programmers or other fees.
4. Would they pay for replacement of the city's 10 plus year old cable
television studio and portable equipment?
a. They do not have any ability to pay for City equipment but
might be able to offer a "PEG Grant" where they would
advance funds to the City and then recoup those funds by
continuing to collect and retain the PEG fees.
Conclusion
The city council should hear the staff report, open the public hearing,
accept testimony and then close the public hearing. The staff will take the
public hearing information and work with the cable providers to see what
can be done to be responsive.
ISSUES: Upon conclusion of negotiations we hope to return the franchise
agreements to the Council for adoption at the March 9, 2015 meeting. In
addition, we will be recommending the Council adopt a revised franchise
ordinance to dovetail with the new agreements.
The cable company offer to advance funds to facilitate the replacement of
cable television equipment does not provide any real advantage to the city
since all funds collected are presently allocated as revenues to the general
support to operate cable television channels. We will be seeking an HD
Channel from each provider during the course of the ten year franchise.
FINANCIAL As part of the agreement, the franchise fees and public access,
IMPACT: Educational and Government fees (PEG) will be established. A process
for resolving complaints is also to be included which we hope will expedite
resolution both for cost saving and improved customer service. The annual
franchise fee collected from both is $ 217,489.14 and the annual PEG
Fees are $33,100.34
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ALTERNATIVES: 1. Conduct and close the public hearing and direct staff to return at the
March 9 meeting for approval of the two franchise agreements..
2. Take no action and provide direction to the staff.
RECOMMENDED Alternative 1
MOTION:
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CABLE TELEVISION FRANCHISE ORDINANCE
FOR ~
CITY OF PRIOR LAKE,-MINNESOTA
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E
ORDINANCE NO.
AN ORDINANCE GRANTING A FRANCHISE TO TO
CONSTRUCT, OPERATE, AND MAINTAIN A CABLE COMMUNICATIONS SYSTEM IN
THE CITY OF PRIOR LAKE, MINNESOTA SETTING FORTH CONDITIONS
ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING FOR REGULATION
AND USE OF THE SYSTEM AND THE PUBLIC RIGHTS-OF-WAY IN CONJUNCTION
WITH THE CITY'S RIGHT-OF-WAY ORDINANCE, SECTION 701; AND PRESCRIBING
PENALTIES FOR THE VIOLATION OF THE PROVISIONS HEREIN--
The City Council of the City of Prior Lake, Minnesota ordains:
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STATEMENT OF INTENT Ahlp RVRPOS 4,
City intends, by the adoption of this Franchise, tp :bring about the contt k operation of
Grantee's Cable Communications System. Such ctmued operation can contri significantly
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to the communication needs and desires of the resis and 4tizens of City the public
generally. Further, City may achieve better utilization 441 j 'provement of public services and
enhanced economic development with the further devettnent and operation of a Cable
Communication System.
Adoption of this Franchise is, in the judgment ofd the:pity Councr, ii the best interests of City
and its residents. ''"'''
FINDXNGS
In the review of the quest for renewal by Grantee and negotiations related thereto, and as a
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result of a public hearing,`4 yCity council makes the klowing findings:
L Grantee lea hnical ability, financial •c dition, legal qualifications, and character were
corrs'idered androved 14full public proceeding after due notice and a reasonable
Portunity to be`hard;
2. G"a tee's plans fo x=r nstruc0 g, upgrading, and operating the Cable System were
coned and found dequafe and feasible in a full public proceeding after due notice
and a rsonable opponity to be heard;
3. The Franclae granted to Grantee by City complies with the existing applicable
Minnesota federal laws and regulations; and
4. The Franchise gamed to Grantee is nonexclusive.
SECTION 1
SHORT TITLE AND DEFINITIONS
1. Short Title: This Franchise Ordinance shall be known and cited as the
Cable Television Franchise Ordinance.
2. Definitions. For the purposes of this Franchise, the following terms, phrases, words, and
their derivations shall have the meaning given herein. When not inconsistent with the
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context, words in the singular number include the plural number. The word "shall" is
always mandatory and not merely directory. The word "may" is directory and
discretionary and not mandatory.
a. "Applicable Laws" means any law, statute, charter, ordinance, rule, regulation,
code, license, certificate, franchise, permit, writ, ruling, award, executive order,
directive, requirement, injunction (whether temporary, preliminary or permanent),
judgment, decree or other order issued, executed, entered or deemed applicable by
any governmental authority.
b. "Basic Cable Service" means any service tier;.;:= ?vhich includes the lawful
retransmission of local television broadcast sinas any public, educational,
and governmental access programming requir°c by the �nchise to be carried on
the basic tier. Basic Cable Service as de4q be ein shall h.O-be inconsistent with
47 U.S.C. § 543(b) (7).
c. "Cable Service" or "Service" meahs ( he one-way transmission Subscribers
of(i) Video Programming or (ii) Otheairmiftg,Service, and(B) Subscriber
interaction, if any, which is required fof selection or use of such Video
Programming or Other Programming Service 4ble Service or Service as defined
herein shall not be inconsiit with the definitiont forth in. 47 U.S.C. § 522(6).
d. "Cable S.. sem" or "Systeme',. means facility, consisting of a set of closed
transmission paths and associated signaleration, reception, and control
equipmenit y designed to provide Calale Service which includes Video
Programming aria Bich is provided to multiple subscribers within a community,
but porn does heat include: g
(1) a facie Avihat`:i§ v prd . to retransmit the television signals of one or
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In telesion broad6Ak"stations;
(2) axaility thatrves Subscribers without using any public right-of-way;
(3) aaty of cortin carrier which is subject, in whole or in part, to the
proves dus of 47"U.S.C. § 201 et seq., except that such facility shall be
cons idd a Cable System (other than for purposes of 47 U.S.C. § 541(c))
to the ."extent such facility is used in the transmission of Video
Programming directly to Subscribers, unless the extent of such use is
_.40e,Iyto provide interactive on-demand services;
(4) ..':Open Video System that complies with 47 U.S.C. § 573; or
(5) '`any facilities of any electric utility used solely for operating its electric
utility systems.
e. "Channel" or "Cable Channel" means a portion of the electromagnetic frequency
spectrum which is used in a Cable System and which is capable of delivering a
television Channel as defined by the Federal Communications Commission.
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f. "City" means City of Prior Lake, a municipal corporation, in the State of
Minnesota, acting by and through its City Council, or its lawfully appointed
designee.
g. "City Council"means the governing body of the City of Prior Lake, Minnesota.
h. "Class IV Channel" means a signaling path provided by a Cable System to
transmit signals of any type from a Subscriber terminal to another point in the
System.
i. INTENTIONALLY DELETED
j. "Converter" means an electronic device whi& convert Rignals to a frequency
acceptable to a television receiver of a Subscriber and by appropriate selector
permits a Subscriber to view all Subscr*b�er signals included ii Service.
k. "Drop" means the cable that come :the ground block on the subscriber's
residence or institution to the nearest feeder cab16" the System.
1. "FCC" means the Fed�xal Communicatio � Commission and any legally
appointed, designated or el moo,gent or successor
in. "Franchise" means this ordinance anti� :re gulato..' and contractual relationship
established hereby.
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n. "Franchise Fee" includes any tak-.=,fee, or assessment of any kind imposed by a
franehig authoriy or other governmental entity on a cable operator or cable
Subscribe,*,both cklely because t heir status as such. It does not include any
tax,, fee, or as��ssment ����n�r�� ��pplicability (including any such tax, fee, or
� e went imp�5s�e1 on botf -tttt dies and cable operators or their services but not
includi""� ax, fed, r assessment which is unduly discriminatory against cable
operators of gable Sul nbers); capital costs which are required by the Franchise
v to be ineurr ,by the °cable operator for public, educational, or governmental
access facilrti� requirements or charges incidental to the awarding or enforcing
WAhe Franchise, including payments for bonds, security funds, letters of credit,
insurance, indemnification, penalties, or liquidated damages; or any fee imposed
under ,qe,*17. Franchise Fee as defined herein shall not be inconsistent with the
definitialis' et forth in 47 U.S.C. § 542(g).
o. "Grantee" is its lawful successors, transferees or
assignees.
P. "Gross Revenue" means all revenue derived directly or indirectly by Grantee, its
affiliates, subsidiaries, or parent, in which Grantee has financial interest of five
percent (5%) or more, from the operation of its System within the City to provide
Cable Services. Gross Revenues shall include, but not be limited to, all Cable
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Service fees, late fees, Installation and reconnection fees, upgrade and downgrade
fees, advertising revenue, Converter rental fees and Lockout Device fees. The
term Gross Revenue shall not include any taxes on services furnished by Grantee
imposed by any municipality, state, or other governmental unit and collected by
Grantee for such governmental unit.
q. "Installation" means the connection of the System from feeder cable to the point
of connection including Standard Installations and custom Installations with the
Subscriber Converter or other terminal equipment.
r. "Lockout Device" means an optional mechamcal� r electrical accessory to a
Subscriber's terminal which inhibits the view,inx,certain program, certain
Channel, or certain Channels provided by way f the C� System.
S. "Multichannel Video Program Distrrbu$or or-'MVPD" mears.a.person such as,
but not limited to, a cable operator, multichannel multipoint diiffibution service,
a direct broadcast satellite service; or .televisi6a receive-only saj'' hie program
distributor, who makes available for � rchag,;"""by subscribers-"or customers,
multiple channels of Video Programming. "�........_
t. "Normal Business Hours" g`
_gpsy 9 a.m. to 5 pin,Monday through Friday as well
as some evening hours, atlei f h u ht per week . some weekend hours.
U. "Normal Operating Condition`s'.mems thou service conditions which are within
the control bf grantee. Those editions which are not within the control of
Grantee alude;b are not limrt4 to, natural disasters, civil disturbances, power
outages,^telephone ii&twork outagos, and severe or unusual weather conditions.
Those conditions w ch are ordinary=within the control of Grantee include, but
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are not limrfec .a, cta prx�otlss, pay-per-view events, rate increases, regular
pseason' nd pi s"'and maintenance or upgrade of the System.
"Open V7de6,. Servr'6's .of OVS" means any Video Programming Services
:. provided to person by a Franchisee certified by the FCC to operate an Open
Video Systerri`pwsuarit to Section 47 U.S.C. 573, as may be amended, regardless
of the Facilitie'�" sea.
W. "Otli ti ro&ja ing Service" means information that a cable operator makes
availablrf b all Subscribers generally.
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X. "Person" is any person, firm, partnership, association, corporation, company, or
other legal entity.
Y. "Rights-of-Way" means the area on, below, or above any real property in City in
which the City has an interest including, but not limited to any street, road,
highway, alley, sidewalk, parkway, park, skyway, or any other place, area, or real
property owned by or under the control of City, including dedicated Rights-of-
Way for travel purposes and utility and drainage easements.
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Z. "Right-of-Way Ordinance" means any ordinance codifying requirements
regarding regulation, management and use of Rights-of-Way in City, including
registration and permitting requirements.
aa. "Service Area" means the entire geographic area within the City as it is now
constituted or may in the future be constituted.
aa. "Service Area" means the authorized telephone service area for Scott Rice
Telephone Company dba Integra Telecom as prescribed in the Certificate of Need
issued by the Minnesota Public Utilities Commission and dated August 12, 1998,
in Docket No. P-5643/NA-98-6604ssil
bb. "Service Interruption" means the loss oftcture..,or sound'bit,:one or more cable
channels.
CC. "Standard Installation" means any rest + tial Installation which c" completed
using a Drop of 150 feet or less.
dd. "Subscriber" means any Person who lawfully gives service via the System. In
the case of office building""'multiple dwelling'Vis, the "Subscriber" means the
lessee, tenant or occupantes `
ee. "Telecommunications" for thy, purposes ,x#lis Franchise shall mean the
transmissiQ , een or among prints specif i by the user, of information of the
user's coosing, ` out change i ..he form or content of the information as sent
and recd.
f£ "Video Pro da un " 1 xpgramming provided by, or generally considered
A ,r,: '^.w, a Vie.
cable to ming provided by, a television broadcast station.
SECTION 2
GRANT OE AUTH0`RITY AND GENERAL PROVISIONS
1. Grant oUranchise `T is Franchise is granted pursuant to the terms and conditions
contained% ein. Failure of Grantee to provide a System as described herein, or meet the
obligations pQ ply with all provisions herein, shall be deemed a violation of this
Franchise.
2. Grant of Nonexclusive Authority
a. The Grantee shall have the right and privilege within the Service Area, subject to
the permitting and other lawful requirements of City ordinance, rule or procedure,
to construct, erect, and maintain, in, upon, along, across, above, over and under
the Rights-of-Way in City a Cable System and shall have the right and privilege
to provide Cable Service. The System constructed and maintained by Grantee or
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its agents shall not interfere with other uses of the Rights-of-Way. Grantee shall
make use of existing poles and other above and below ground facilities in the
Right-of-Way available to Grantee to the extent it is technically and economically
feasible to do so.
b. Notwithstanding the above grant to use Rights-of-Way, no Right-of-Way shall be
used by Grantee if City determines that such use is inconsistent with the terms,
conditions, or provisions by which such Right-of-Way was created or dedicated,
or with the present use of the Right-of-Way.
C. This Franchise shall be nonexclusive, and City reset�ves the right to grant a use of
said Rights-of-Way to any Person at any time dprinthe period of this Franchise
for the provision of Cable Service. The terms d contl4011s of any such grant of
use of the Rights-of-Way shall be, when to n as.a whole fess burdensome or
more beneficial than those imposed upp �Gran`tbe pursuant to':#us�Franchise.
d. The Grantee shall have authorit "to . vide da services and Bernet access
services ("Information Services") under`his Fr h 9p regardless of whether such
services are ultimately determined under',, plicable Law to be Cable Services,
telecommunications servrc � or some other cal of service.
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3. Lease or Assignment Prohibited Nth P6`rs n mnay lease Gran . s System for the purpose
of providing Cable Service until aria,unless 9, : h Person; �iall have first obtained and
shall currently hold a valid franchise br 9 i'ft :Jaivvful authorization containing
substantially similar$`% and obligd#ns to this fanchise. Any assignment of rights
under this Fran6hise sha �;be subject t4,and in accordance with the requirements of
Section 9. This���vision sIl not Grantee from complying with any commercial
leased access regtt#i�ments,br„.any other provi ion of Applicable Law.
4. Franefiis ;,This F ffif chise shall in effect for a period of ten (10) years from the
date'of acceptar by Grantee, unless sooner renewed, revoked or terminated as herein
_ povided. Notwithding flee to� regoing, the City may extend the term of this Franchise
for pt more than 1$(l'days sh .ild additional time be required by the City to process an
appn�� n or request #or renewal of this Franchise or issuance of a new franchise. In
addition ,she parties may upon mutual written agreement extend this Franchise for one
additional �e..(5)yew"term upon the terms and conditions contained herein.
5. Previous Franchises. Upon acceptance by Grantee as required by Section 13 herein, this
Franchise shall' supersede and replace any previous ordinance granting a Franchise to
Grantee.
6. Compliance with Applicable Laws Resolutions and Ordinances.
a. The terms of this Franchise shall define the contractual rights and obligations of
Grantee with respect to the provision of Cable Service and operation of the
System in City. However, Grantee shall at all times during the term of this
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Franchise be subject to all lawful exercise of the police power, statutory rights,
local ordinance-making authority, and eminent domain rights of City. This
Franchise may also be modified or amended with the written consent of City and
Grantee as provided in Section 12 Paragraph 3 herein.
b. Grantee shall comply with the terms of any City ordinance or regulation of
general applicability which addresses usage of the Rights-of-Way within City,
which may have the effect of superseding, modifying or amending the terms of
Section 3 herein. In the event of any conflict between Section 3 of this Franchise
and any City ordinance or regulation which address §',usage of the Rights-of-
Way, the conflicting terms in Section 3 of this Franchise shall be superseded by
such City ordinance or regulation, regardless"ref Bch requirement was first
adopted. Notwithstanding the foregoing, Grantee shah�t� jhrough application of
such City ordinance or regulation of Rights- Way, b tabject to additional
burdens with respect to usage of Igbts of=Way which geed burdens on
similarly situated Rights-of-Way uspr
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C. In the event Grantee cannot determine bw t ,td ply with any`Right-of-Way
requirement of City, whether pursuant to"fis Franchise or other requirement,
Grantee shall immediate.,provide written' ce of such question, including
Grantee's proposed inteipidtaUon, to City"'�" accordance with Section 2
Paragraph 9. City shall prode 4�tten response- Liin fourteen (14) days of
receipt indicating how the re6uirem sated by, irantee apply. Grantee may
proceed in accordance with ate pose tretation in the event a written
response i$n t ra cOved within §0 nteen T'days of mailing or delivering such
written Ju" tion Cly will use ail easonable best efforts to ensure that no Right-
of-V4liy fdinance pfovisions undue stow Grantee's System construction unless
necessary 16 address'health safety elfare concerns.
7. Rules x LOW,,,ee Grantee,shall have th&authority to promulgate such rules, regulations,
terms and co dit"iOns governing the conduct of its business as shall be reasonably
necessary to ena�il id Gran .ev o exercise its rights and perform its obligations under
thiLF-ranchise and f sure service to each and all of its Subscribers; provided that such
rule , e lations,term" and conditions shall not be in conflict with Applicable Laws.
8. Territoria �-_Area Involved. This Franchise is granted for the Service Area. In the event of
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annexation ty 'or as development occurs, any new territory shall become part of the
territory for whey this Franchise is granted; provided, however, that Grantee shall only
be required to extend Service wvithinl[ss21 beyond its present Service Area pursuant to
Section 4 Paragraph 7 hereof. Access to Cable Service shall not be denied to any group of
potential residential cable Subscribers because of the income of the residents of the area
in which such group resides. Grantee shall be given a reasonable period of time to
construct and activate cable plant to Service annexed or newly developed areas but in no
event shall such period of time exceed nine (9) months from notice thereof by City to
Grantee and qualification pursuant to the density requirements of Section 4 Paragraph 7
of this Agreement.
9. Written Notice. All notices, reports, or demands required to be given in writing under this
Franchise, unless specifically noted otherwise, shall be deemed to be given when
delivered personally to any officer or Director of Grantee or the City Manager or forty-
eight (48) hours after it is deposited in the United States mail in a sealed envelope, with
registered or certified mail postage prepaid thereon, addressed to the party to whom
notice is being given, as follows:
If to City: City Manager
City of Prior Lake
4646 Dakota St. SE
Prior Lake, Minnesota 55372
If to Grantee:
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With Copies to
Such addresses may be changed by either darty upon btice to the other party given as
provided in this seeio °
10. Subscriber Neazk Drops4
6 DesignatedBuilding. Upon request, Grantee shall provide,
free of charge, tirhouthe term of thisfanchise, Installation of one (1) Subscriber
network Drop, one )"Converter, if necessary, and the highest level
of 06`1 : Stv�ce off&f&d==by Gran`1te' excluding pay-per-view and pay-per-channel
(premium) programming without charge to the institutions identified on Exhibit B-1
,,-��att tched hereto 4J,made d'` =hereof, and such other public buildings or accredited
educational institutions subsequently designated by City which are within one hundred
fifty( 0) feet of the ystem and within the Service Area. The City may request that a
building 6r;.institution which is beyond one hundred fifty (150) feet of the System receive
Service an:&Grantee shall provide the Drop upon payment of Grantee's time and material
charges in OWesslrif�one hundred fifty (150) feet. Grantee shall have three (3) months
from the date ' ='City designation of additional building(s) or institution(s) within one
hundred fifty (150) feet of the System to complete construction of the Drop and outlet
unless weather or other conditions beyond the control of Grantee requires more time. The
construction schedule for any other building or institution designated by the City shall be
mutually agreed to by Grantee and City.
Additional Subscriber network Drops and/or outlets in any of the locations identified on
Exhibit B-1 will be installed by Grantee at the cost of Grantee's time and material
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charges. Alternatively, said institutions may add outlets at their own expense, as long as
such Installation meets Grantee's standards.
11. Ownership of Grantee. Grantee represents and warrants to City that the names of the
shareholders, partners, members and/or other equity owners of Grantee with an interest of
10%or more are as set forth in Exhibit A hereto.
SECTION 3
CONSTRUCTION STANDARDS
1 Compliance with City Code. Grantee shall at all times comply with Section 701 of the
Prior Lake City Code regarding use of the Rights-of-W lVt 4 dition Grantee shall at all
times comply with the requirements of this Section 3In the went of any conflict or
inconsistency between Section 701 and this Sect ioi , Section 7b fall prevail over this
Section 3.
2. Registration Permits, Construction CodesCoopetion. Grantee sA11`'meet with
developers and be present at pre-construction ire that the cable and newly
constructed facilities are installed in new developinei within City in a timely manner.
3. Written Approval. Grantee shall -*ify City at lei ten (10) days prior to the
commencement of any System corWitb0o.n m any Rights`r�V ay. All excavation shall
be coordinated with other utility excavation of bx�structiorifso as to minimize disruption
to the public. "
4. Use of Existm :l oles or Oohduits.
a. Grantee "s611 utilixn-existing pops, conduits and other facilities whenever
commercially reasonable and shall'not construct or install any new, different or
LCI1ti3l poles; conduits or'tither facilities on public property until the written
� approval""f City is 0 twined. No location or any pole or wire-holding structure of
Grantee s ial tae a veg 0 :interest, and such poles or structures shall be removed or
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modified by�ntee at Ufa own expense whenever City determines that the public
? 0nvenience vt`6lald be"enhanced thereby.
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b. TIicilities,of Grantee shall be installed underground in those areas of City
where�&xistjng telephone and electric services are both underground at the time of
construIdibn by Grantee. In areas where either telephone or electric utility
facilities are installed aerially at the time of system construction, Grantee may
install its facilities aerially; however, at such time as the existing aerial facilities
are placed underground, Grantee shall likewise place its facilities underground at
its sole cost; provided Grantee is provided with a written invitation to the utility
coordination meeting relating to the undergrounding of the facilities. Such notice
shall be provided to at
5. Minimum Interference.
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a. Grantee shall use its best efforts to give reasonable prior notice to any adjacent
private property Owners who will be negatively affected or impacted by
Grantee's work in the Rights-of-Way.
b. All transmission and distribution structures, lines and equipment erected by
Grantee shall be located so as to cause minimum interference with the
unencumbered use of Rights-of-Way and other public places and minimum
interference with the rights and reasonable conveniences of property owners who
adjoin any of the Rights-of-Way and public places x
6. Disturbance or Damage. Any and all Rights-of-Way, oii . r private property, which
are disturbed or damaged during the construction,.rrepair, placement, relocation,
operation, maintenance, expansion, extension or fec- onstruction nk-Ahe System shall be
promptly and fully restored by Grantee, at its expense, to a condittp ,,as good as that
prevailing prior to Grantee's work, as determined by City. If Gii shall fail to
promptly perform the restoration requited h'grein, aft�e. written reques � f City and
reasonable opportunity to satisfy that request, Gi shaliae the right to, the Rights-
of-Way back into condition as good as that prevqRg prior to Grantee's work. In the
event City determines that Gree is responsiblesuch disturbance or damage,
Grantee shall be obligated to fulfy,i mburse City for ch restoration within thirty (30)
days after its receipt of City's mvoice� QT'
7. Temporary Relocation. Grantee shall,='periffit
fserson holding a permit to move
a building, tempor fy� t e or lower the movement of such buildings.
The expense of Ouch temporary removal`�bT raising or lowering of wires shall be paid by
X.
the person TeggO'sting the O'me, and Grantee xshall have the authority to require such
payment in advariee`=FGrant�shall be given not less than five (5) days advance notice to
.•f
arrange saeh tempora1wire1l,tea#
8. Ttrtergency Wheneyer, m case of fire or other emergency, it becomes necessary in the
uigment of the G11Vlanag , ' lice Chief, Fire Chief, or their delegates, to remove or
damage any of Grantee's facilities, no charge shall be made by Grantee against City for
restra on, repair or damages.
9. Tree Trim . Gra nee shall have the authority to trim trees on public Rights-of-Way at
P.=a
its own expert$ as may be necessary to protect its wires and facilities, subject to
supervision andirection by City. Trimming of trees on private property shall require
consent of the-property owner. Any trimming of trees by the Grantee in the Rights-of-
Way and public ways shall be subject to such regulation as the City Manager or other
authorized official may establish to protect the public health, safety and convenience.
10. Locatiniz Facilities. City reserves the prior and superior right to lay, construct, erect,
install, use, operate, repair, replace, remove, relocate, regrade, widen, realign, or maintain
any Rights-of-Way and public ways, aerial, surface, or subsurface improvement,
including but not limited to water mains, traffic control conduits, cable and devices,
10
sanitary or storm sewers, subways, tunnels, bridges, viaducts, or any other public
construction within the Rights-of-Way of City limits.
11. City's Rights.
a. When City uses its prior superior right to the Rights-of-Way, Grantee shall move
its property that is located in the Rights-of-Way at its own cost, to such a location
as City directs. Notwithstanding the foregoing, in the event the project is paid for
totally or in part by non public funds, then Grantee's costs of moving its property
shall be borne by the source of the non-public funds J�die`-,-same ratio as the non-
public funds bear to the total project costs.
b. Nothing in this Franchise shall be construed preveh rCity from constructing,
maintaining, repairing or relocating sWcrs `..;.grading, 'having, maintaining,
repairing, relocating and/or altering anyR ght-of-Way; constru ing, laying down,
repairing, maintaining or relocattri� any water mains, fa constructing,
maintaining,relocating, or repairing 60sidewalk�or other public
12. Facilities in Conflict. If, during the courseooject, City determines Grantee's
facilities are in conflict,the follavtg shall apply:
a. Prior to City Notice to ProceedtOGt ' =sha � all, within a reasonable
time, but in no event exuding for 3� months, remove or relocate the
conflicting facility. This time period is°haii-qgi t tinning upon receipt by Grantee
of �ifi if boli City and Grantee agree, the time
m City. Hae
frame may be extexl ed based on the requirements of the project.
"" to Cit Notice to Proceed to Contractor Cit and Grantee will
b. Subs y Y
immedi tobegm ie coordination necessary to remove or relocate the facility.
in no later than seventy-two 72 hours, if
Removal or xlation to big" Y- )
i ticalile, aft6f,rltten nofificif on from City of the Notice to Proceed.
13. Relocation Delay
a :":'Subject to Gran
tee compliance with Section 3 Paragraph 14 below, if Grantee's
"i location eff& so delays construction of a public project causing City to be
liab,for delay damages, Grantee shall reimburse City for those damages
attrib't,able of the delay created by Grantee. In the event Grantee should dispute
the amount of damages attributable to Grantee, the matter shall be referred to the
City Engineer for a decision. In the event that Grantee disagrees with the City
Engineer's decision, the matter shall be submitted to the City Manager or the City
Manager's designee for determination, whose decision shall be final and binding
upon Grantee as a matter of City review, but nothing herein waives any right of
appeal to the courts.
b. In the event City becomes aware of a potential delay involving Grantee's
facilities, City shall promptly notify Grantee of this potential delay.
>>
14. Interference with City Facilities. The installation, use and maintenance of the Grantee's
facilities within the Rights-of-Way authorized herein shall be in such a manner as not to
interfere with City's placement, construction, use and maintenance of its Rights-of-Way,
Rights-of-Way lighting, water pipes, drains, sewers, traffic signal systems or other city
systems that have been, or may be, installed, maintained, used or authorized by City.
15. Interference with Utility Facilities. Grantee agrees not to install, maintain or use any of its
facilities in such a manner as to damage or interfere with any existing facilities of another
utility located within the Rights-of-Way and public ways of 16" 4 agrees to relocate its
facilities, if necessary, to accommodate another facility relb�ation.Nothing in this section
is meant to limit any rights Grantee may have under A,.Vp`hc'blp, Law to be compensated
for the cost of relocating its facilities from the utility .4t is reqUo. ing the relocation.
16. Collocation. To maximize public and employes safety",to minimize`�V`ti'W clutter of aerial
plant, and to minimize the amount of trenchift and excavation in and a1ity Rights-
of-Way and sidewalks for underground PIairanteehall make everyninmercially
reasonable effort to collocate compatible fac11'ittps. wituin'the Rights-of Way subject to
the engineering requirements of the owners of utiIrt piffles and other facilities.
17. Private Property. No cable line, vV1T , niplifier, convert6tor other piece of equipment
owned by Grantee shall be installed { � on private pperty, other than in
appropriate easement, without first securin 'teqyired co sent or as permitted by
Applicable Law. If a Subscriber requests slice,poli sibn to install upon Subscriber's
property shall be pr suied. '
SECTION 4.
, ,DESIGN PRO IONS
3
1. Miu�uiii�haru�el Ca���ity. �
o.
Using its to ccommuriea �ons network, Grantee shall continue to maintain and
operate a c6tio"in"unicatiotis system in the City which shall be capable of delivering
a. minimum of�bne hundred (120) video program channels to all Subscribers
ipable of receiving such channels.
b. Granl�e:shallprovide information to any business or other Subscriber within the
Service:Area which desires information regarding non-video services offered by
Grantee.
C. All final programming decisions remain the discretion of Grantee in accordance
with this Franchise, provided that Grantee notifies City and Subscribers in writing
thirty (30) days prior to any channel additions or deletions and further subject to
47 U.S.C. § 534-536, and further subject to City's rights pursuant to 47 U.S.C. §
545. Location and relocation of the public, educational and governmental
("PEG") Channels shall be governed by Section 6 and Exhibit B-1.
12
2. Interruption of Service. Grantee shall interrupt Service only for good cause and for the
shortest time possible. Such interruption shall occur, if possible, during periods of
minimum use of the System. If Service is interrupted for a total period of more than
twenty-four (24) continuous hours in any thirty (30) day period, Subscribers shall be
credited pro rata for such interruption upon request.
3. Technical Standards. The technical standards used in the operation of the System shall
comply, at minimum and where applicable, with the technical,standards promulgated by
the FCC relating to Cable Systems pursuant to Title 47, Part.* subpart K of the Code of
Federal Regulations, as may be amended or modified, Trom time to time, which
regulations are expressly incorporated herein by referee .,.
4. Special Testing.
a. City shall have the right to inspect alI construction or installatloh &rk performed
pursuant to the provisions of the Ffanaiae. In addition, City may` wire special
testing of a location or locations within Sysli if there is a particular matter
of controversy or unresolved complaitregarding such construction or
to such locat1- Demand for such special tests
installation work or pertat �g ) p
may be made on the basis domi)laints receivi z,other evidence indicating an
unresolved controversy or nonep.1 pliance. Such tes#s shall be limited to the
particular matter in controvef$y or tir e lved coml3taints. City shall endeavor to
so arrange its request for such spec altos#�g::so as to minimize hardship or
inconvenience rantee or to then ubscriber paused by such testing.
b. Before�rd�ering sue] tests, Grant shall be afforded thirty (30) days following
�e�=N
receipt of�written %btice to invests fe and, if necessary, correct problems or
complaints upp: �whiehfeare ordered. City shall meet with Grantee prior to
speciaf tests to cuss the need for such and, if possible, visually
inspect! elocati'ons,which are the focus of concern. If, after such meetings and
inspections, ity wisheQ-commence special tests and the thirty (30) days have
elapsed wit ho....=correction of the matter in controversy or unresolved complaints,
� e tests shall conducted at Grantee's expense by a qualified engineer selected
b"'Oty and Gr tee, and Grantee shall cooperate in such testing.
5. FCC Reports ` .he results of any tests required to be filed by Grantee with the FCC shall
upon request oCity also be filed with City within ten (10) days of the conduct of such
tests.
6. Annexation. Upon the annexation of any additional land area within the Service Are4;[ss3]
by City, the annexed area shall thereafter be subject to all the terms of this Franchise
immediately upon notification to Grantee of the annexation by City, subject to the line
extension policies contained herein and provided that the annexed area is not already
served by another cable operator.
13
7. Line Extension.
a. Grantee shall construct and operate its cable system so as to provide service to all
parts of its Service Area as provided in this Franchise and having a density
equivalent of ten (10) residential units per one-quarter (1/4) cable mile of System,
as measured from the nearest tap on the Cable System.
b. Where the density is less than that specified above, Grantee shall inform Persons
requesting service of the possibility of paying for Installation or a line extension
and shall offer to provide them with a free written,fmae of the cost, which
shall be provided within fifteen (15) working days such a request. The charge
for installation or extension for each Person req aestin ervice shall not exceed a
pro rata share of the actual cost of extending tl `Servic6
P�.
C. Any residential and/or commercial 1st located within thy.{service Area and
within one-hundred fifty (15 0) feet of4he nearest tap on Grantee system shall be
connected to the System at no charge k�er tharkhe Standard InstalLa ion charge.
Grantee shall, upon request by any poh t�a1,8" �
i :oriber residing-=�in the Service
Area beyond the 150-foot limit, extend Set~vj e to such Subscriber provided that
the Subscriber shall pay te=net additional *,,Grantee, Grantee shall offer to provide a
free written estimate of t& Bost, which shal'1'$: .vrovided within fifteen (15)
working days of such a reqs st c, arge for iri ion or extension for each
Person requesting Service shl noted a pro rata share of the actual cost of
extending the Service.
d. Under jrmal l O ating Condit'Jpns, if Grantee cannot perform Installations
within 10 (10) buness days, the Subscriber may request and is entitled to
receive a orat equal to the charge fora Standard Installation. For any Installation
that,is not a f e,lnste z1 Qx a Standard Installation, Grantee shall provide the
uh ber wit 'a iuritten estiinafe of all charges within fifteen days of a request
b the ]'Subscriber allure to comply will subject Grantee to appropriate
y ... � P Y J
enforcement ctlons` 'section does not apply to the introduction of new
products and aservice �= when Grantee is utilizing a phased introduction.
e. antee shall hive no obligation to extend the System beyond its then current
b6iWaries a "this Section 4 Paragraph 7 shall be of no force or effect in the
event M M), including an OVS, is lawfully authorized to provide service in
less tha :fhe entire Service Area. For purposes of this Section, an MVPD shall
not include a direct broadcast satellite (DBS)provider.
8. Nonvoice Return Capability. Grantee is required to use cable and associated electronics
having the technical capacity for nonvoice return communications.
9. Lockout Device. Upon the request of a Subscriber, Grantee shall make available by sale
or lease a Lockout Device.
14
SECTION 5
SERVICE PROVISIONS
1. Regulation of Service Rates. City may regulate rates for the provision of Cable Service,
equipment, or any other communications service provided over the System to the extent
allowed under federal or state law(s). City reserves the right to regulate rates for any
future services to the extent permitted by law.
2. Non-Standard Installations. Grantee shall install and provide Cable Service to any Person
requesting other than a Standard Installation provided that s,iff'able Service can meet
FCC technical specifications and all payment and policy, ligations are met. In such
case, Grantee may charge for the incremental incre� inf terial and labor charges
incurred beyond the Standard Installation. ,
3. Sales Procedures. Grantee shall not exercise d eptive sales procedcowhen marketing
any of its services within City. In its imtt communication or t with a non-
Subscriber, Grantee shall inform the no'- giber o ,all levels of sere available,
including the lowest priced and free service tib, rajftee`shall have the fight to market
door-to-door during reasonable hours consistent wj cal ordinances and regulation.
4. Consumer Protection and Service Standards. Granter shall provide the necessary
facilities, equipment and personnej oto c with the fp win protection
standards under Normal Operating Ccditior � g consumer
a. Cable SysrYt q hours and tetShone avaiIiility:
x_r
i. ntee wilt',Maintain a local toll-free or collect call telephone access line
wlIwill be;available to its Subscribers 24 hours a day, seven (7) days a
week
M d t#
Tragi. Grantee representatives will be available to respond to
Fcustomlcphone inquiries during Normal Business Hours.
2. .After Normal Business Hours, the access line may be answered by
. service or an automated response system, including an answering
�M' achine. Inquiries received after Normal Business Hours must be
f_.=.=. responded to by a trained Grantee representative on the next
business day.
ii. Under Normal Operating Conditions, telephone answer time by a
customer representative, including wait time, shall not exceed thirty (30)
seconds when the connection is made. If the call needs to be transferred,
transfer time shall not exceed thirty (30) seconds. These standards shall be
met no less then ninety percent (90%) of the time under Normal Operating
Conditions, measured on a quarterly basis.
15
iii. Grantee shall acquire equipment and/or perform surveys to measure
compliance with the telephone answering standards above.
iv. Under Normal Operating Conditions, the customer will receive a busy
signal less than three percent(3%) of the time.
V. Customer service center and bill payment locations will be open at least
during Normal Business Hours. At least one customer service center shall
be located within 5 miles of Prior Lake City Halley
b. Installations, outages and service calls. Under Norm",.Operating Conditions, each
of the following four standards will be met no less tFint imnety-five percent (95%)
of the time measured on a quarterly basis
:e
i. Standard Installations will be p, rmed within five (511,1#11
511 i siness days after
an order has been placed.
ii. Excluding conditions beyond the contrail otGrantee, Grantee will begin
working on "Service Interruptions" Wnptly and in no event later than 24
hours after the interruption becomes ki&n. Grantee must begin actions to
correct other Service roblems the next bu,smess:day after notification of
the Service problem:Grafi k.,§hall resolve alb;;Service Interruptions within
forty-eight(48)hours`ttnder hT�iiital,ODerat' Conditions.
iii. Thi" p 30.intment windo 'alternatives for Installations, service calls, and
,gther InstAiton activities;will be either a specific time or, at maximum, a
-hour time block dung ,Normal Business Hours. (Grantee may
s6h6dule se v ce calls and o` er Installation activities outside of Normal
Busin6 s 10 fs, o x be gxpress convenience of the customer at Grantee's
3blished tate.)
t,�..
iv. Grantin not ai'cel an appointment with a customer after the close of
business on the'business day prior to the scheduled appointment.
� :... If Grantee's representative is running late for an appointment with a
customer and will not be able to keep the appointment as scheduled, the
t tstbmer will be contacted prior to the time of the scheduled appointment.
'Th& appointment will be rescheduled, as necessary, at a time which is
convenient for the customer.
C. Communications between Grantee and Subscribers:
i. Notifications to Subscribers:
16
1. Grantee shall provide written information on each of the following
areas at the time of Installation of service, at least annually to all
Subscribers and City, and at any time upon request:
a. Products and services offered;
b. Prices and options for programming services and
conditions of subscription to programming and other
services, which information mus",lso be made available by
Grantee for public inspection iing�nprmal business hours
at the Prior Lake City Hall,
f tri
C. Installation and service`md'intenaWNpolicies;
d. Instructions on hpw to use the Cable Seee;
e. Channel positibn� of the programmmg `_t on the
System; and
f. Billand complaint w � edures, including the address
and lhone number of I�� ity.
2. Subscribers wthl be n6iffi1;:of any canges in rates and deletions
or addition of channels as st „ ;:possible in writing. Notice must
if ,given to Subs ri ers a mimmum of thirty (30) days in advance
0 changes `If the changes are within the control of the
'
Gra"'tom. In additions the Grantee shall notify Subscribers thirty
(30),d
4 .,s in advanct'=,of any significant changes in the other
nforlTati4>llu�xv by this Section 5 Paragraph 4(c)(i)(1).
Santee shall riof be required to provide prior notice of any rate
: ... ch ` s.as a result of a regulatory fee franchise fee or other fees
-.-.-. g rY ,
tax, as e$,Sri ent or charge of any kind imposed by any federal
gency, tate or City on the transaction between the operator and
--x-. fhe Subscriber.
Billln*.
Bills will be clear, concise and understandable. Bills must be fully
itemized, with itemizations including, but not limited to, basic and
premium service charges and equipment charges. Bills will also
clearly delineate all activity during the billing period, including
optional charges, rebates and credits.
2. In case of a billing dispute, the Grantee must respond to a written
complaint from a Subscriber within thirty (30) days.
17
iii. Refunds: Refund checks will be issued promptly, but no later than the
earlier of either:
1. The Subscriber's next billing cycle following resolution of the
request or thirty (30) days, whichever is earlier, or
2. Thirty (30) days after the return of the equipment supplied by
Grantee if Service is terminated.
iv. Credits: Credits for Service will be issued nqjd&than the Subscriber's
next billing cycle following the determinat o hat a credit is warranted.
d. Grantee shall be responsible for the cost of repairs, adjents or installations of
the System up to the demarcation pow of`!he Systebsent negligent or
intentional act of Subscriber. ,
Grantee shall comply with an on-time-�gddTjahtwhich will generally` pvide that if
Installation is not accomplished within the "b"6e tone.,specified by"'the operator,
Installation shall be free for the Subscriber and o ator shall provide said Subscriber
with a Twenty-Dollar ($20) cret�it Moreover, Granf $,hall provide Subscribers with a
Twenty Dollar($20) credit for any d appointments
.0
5. Subscriber Contracts. Grantee shaI fileh City any standard form residential
Subscriber contract utilized by Grant"..r If0 suetn contract exists, Grantee shall
file with the City ax rent completelyAhd concise stating the length and terms of the
Subscriber contact off e d to custoni'rs. The length and terms of any standard
Subscriber (s) shabe available qr public inspection during normal business
x
hours at the Pn6r Lake itity Hall. Gr 1 ee shall not be required to release any
confidential informo 'regar,�Ig b§cribers, specifically including personally
ident# aW;—' �atio . et forth of 4 'U.S.C. § 551.
6. A' 4und Polia. In the event°a Su scriber establishes or terminates Service and receives
des than a full monthl ,Servic":>Grantee shall prorate the monthly rate on the basis of the
numh of days in the riod for which Service was rendered to the number of days in the
billing 4 .y
..,.
7. Late Fees. F&&,figr�Ahe late payment of bills shall not be assessed until after the Service
has been fully' fbvided and, as of the due date of the bill notifying Subscriber of an
unpaid balance, the bill remains unpaid. Late Fees may not exceed the actual costs to
Grantee of late payment of bills and the servicing and collecting of such accounts.
8. Reports. Upon written request of the City, but no more frequently than once per quarter,
Grantee shall provide to City a report drafted specifically for the City of Prior Lake
which shall include but not be limited to the following: 1) a detailed list of all outages, 2)
a list of all trouble calls with fixed code summaries; 3) a list of all trouble calls by street
18
in the City; and 4) any other information deemed relevant by the City to ensure quality
service delivery to subscribers.
SECTION 6
ACCESS CHANNEL(S) PROVISIONS
1. Grantee Support for PEG Access. Grantee shall provide the following support for PEG
access usage within the Service Area:
a. Provision of the Channels designated in Exhibit B th 9,,Agreement for local
PEG programming and access use at no cha in accordance with the
requirements of Exhibit B.
b. Support of PEG programming to the %specified >Exhibit B of this
Agreement.
C. Provision of free public building,ino Cation and.-Cable Service to W's network
as more clearly specified in Exhibit
2. Compliance with Federal Law. Grantee and City ag >;hat the PEG access support fee
referenced in Exhibit B will not b ;d6emed to be "fra"se fees" within the meaning of
47 U.S.C. §542, and such obligatio4 sh Qt,be deemed W-`'(1) "payments in kind" or
d "
any involuntary payments chargeabl6?'agaiii4 h6F-xanchise"ees to be paid to the City by
Grantee pursuant to Section 7 hereof oz (i} part ofd franchise Fees to be paid to City,
by Grantee pursuant jt" &ction 7 hereof.':e�
SECTION 7,
OPERATION AND ADMINISTRATION PROVISIONS
1. Admi' host-of Franchise. The Crib anager or other designee shall have continuing
r� latory jurri*i9n andr�,sppervision over the System and the Grantee's operation
Wider the Franchl e�.-providetl� however, that the City shall retain the sole authority to
take:-,,enforcement action pursuant to this Franchise.
2. DelegA6, Authority '.','the City may appoint a citizen advisory body or may delegate to
anotherf :rbody t, '::"Monitor the performance of Grantee pursuant to the Franchise.
Grantee shall o'peidte with any such delegates of City.
3. Franchise Fee.=°,
a. During the term of the Franchise, Grantee shall pay quarterly to City a Franchise
Fee in an amount equal to five percent (5%) of its quarterly Gross Revenues, or
such other amounts as are subsequently permitted by federal statute.
19
b. The payment shall be made within forty-five (45) days of the end of each of
Grantee's fiscal quarters together with a report showing the basis for the
computation.
C. All amounts paid shall be subject to audit and re-computation by City and
acceptance of any payment shall not be construed as an accord that the amount
paid is in fact the correct amount.
4. Not Franchise Fees.
a. Grantee acknowledges and agrees that the FranchiiFees payable by Grantee to
City pursuant to this section shall take pre ,� erio fiver all other payments,
contributions, services, equipment, facilities, ggpport, r aces or other activities
to be provided or performed by Grantee.,p r uziut to thi§':: ianchise and that the
Franchise Fees provided for in this sermon oft Franchise s11 not be deemed
,X,
to be in the nature of a tax, and shall be in addition to any and allaxes,,of general
applicability and other fees and charge$�) hich G tee shall be req"fed to pay to
City and/or to any other governmental attt orityAll"O which shall.:&` separate and
distinct obligations of Grantee.
xx;x
b. Grantee shall not apply or k tow apply or make any claim that all or any part of
the Franchisee Fees or other pay ` s or contributtobs be made by Grantee to
City pursuant to this Franchise.;shall'e6duoted frog or credited or offset against
any taxes, fees or assessments ox general applicability levied or imposed by City
or any othet"°g0vernmental auth fily, including any such tax, fee or assessment
imposed tin both Wities and cab T�=operators or their services.
C. Grantees'hall .not apply or seek to apply all or any part of any taxes, fees or
assessments or;genera 1p1cay"levied or imposed by the City or any other
gc3vet ental a�grity (mclttdifig any such tax, fee or assessment imposed on
both utility.and Gable operators or their services) as a deduction or other credit
from or age any of oTranchise Fees or other payments or contributions to be
a ; paid or madei .Grantee'to City pursuant to this Franchise which shall be deemed
be separate d distinct obligations of Grantee.
5. Access to Records Tie City shall have the right to inspect and audit, upon reasonable
notice and ding 'normal business hours, or require Grantee to provide within a
reasonable timeripies of any records maintained by Grantee which relate to the System
to verify Gran'tee's compliance with this Franchise operations including specifically
Grantee's accounting and financial records. City acknowledges that some of the records
which may be provided by Grantee may be classified as confidential and therefore may
subject Grantee to competitive disadvantage if made public. City shall therefore maintain
the confidentiality of any and all records provided to it by Grantee which are not required
to be made public pursuant to the Minnesota Data Practices Act or other Applicable Law
which preempts the Minnesota Data Practices Act.
20
6. Reports and Maps to be Filed with City.
a. Grantee shall file with the City, at the time of payment of the Franchise Fee, on a
confidential basis to the extent allowed under the Minnesota Data Practices Act or
another Applicable Law that specifically preempts the Minnesota Data Practices
Act, a report of all Gross Revenues including subscriber count, gross revenue, and
percent of franchise fee submitted.
b. City and Grantee shall mutually agree to such oth%,seasonable reports with
respect to Grantee's Cable Service operations pursuanJo`this Franchise.
C. If required by City, Grantee shall furnish to an ,4H&-dJth City Manager mapping
data in accordance with Subsection 701 717"af the Cit�,�Code. City agrees to
maintain the confidentiality of such documentation td"Ahe maximum extent
permitted by the Minnesota Data Practices Aft or another 11 licable Law that
preempts the Minnesota Data Practic6 Act.
7. Periodic Evaluation.
a. City may require evaluatt�n sessions at any timgiuring the term of this Franchise,
but no more than once per quarter, upon fift dii-J15) days written notice to
Grantee.
b. Topics which may be discussed at any":`evaffikiowsession may include, but are not
limited topation of new logies,, ystem performance, programming
offered, ccess � nnels, facllives and support, municipal uses of cable
subselaates, ctrlomer complats� amendments to this Franchise, judicial
rulings, ` .rullns, line extenslott olicies and any other topics City deems
relevant.
Asa 16s -t-t a period review or evaluation session, upon notification from City,
Grantee sil meetwith Cy and undertake good faith efforts to reach agreement
on changes a podifi�6tions to the terms and conditions of the Franchise which
ire both econtically�and technically feasible as measured over the remaining
life,of the Frane ise.
SECTION 8
GENk' L FINANCIAL AND INSURANCE PROVISIONS
1. Letter of Credit.
a. At the time of acceptance of this Franchise, Grantee shall deliver to City a cash
deposit or 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$25,000.
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b. The Letter of Credit shall provide that funds will be paid to City, upon written
demand of City, and in an amount solely determined by City for any or all of the
following: (i) in payment for penalties charged pursuant to this section; (ii) in
payment for any monies owed by Grantee to City or any Person pursuant to its
obligations under this Franchise; (iii) in payment for any damage incurred by City
or any Person as a result of any acts or omissions by Grantee pursuant to this
Franchise; (iv) in payment for damage incurred by City or any Person as a result
of Grantee's failure to comply with this Franchise or with any law, ordinance or
regulation governing the Franchise; (v) in payment;:,,for any compensation,
indemnification or cost to the City or any oterson of removal or
abandonment of any property of the Grantee, (vj reasonable allowance for
attorneys' fees and costs incurred by the City inre"Won to any violation of this
Franchise, or any violation of any law, ordince or ulation governing the
franchise; and (vii) in payment for claims ions and taxes'` City which arise by
reason of the construction, operation, or, Yiaintenance of the ym.
C. In addition to recovery of any monies wed by rantee to City or any Person or
damages to City or any Person as areQg.,ofghly acts or omissions by Grantee
pursuant to the Franchise, City in its sole tcretion may charge to and collect
from the Letter of Credit liq following penalti x
i. For failure to provide a'kaix documents, p i is or information or to
cooperate with City during a >lcation pi ess or system review or as
otherwise provided heron, t e,penalty u4f1 be $250 per day for each day,
orrpa# khereof, such fail occurs or 9o
ii. .,Uowing Notice from Cita' of a failure of Grantee to comply with
cosuctior �operation or r' �intenance standards, the penalty shall be
$500r day .rh day, or part thereof, such failure occurs or
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continu
iii. For atlure to'�prode the services Grantee has proposed, including, but
{
=ext not muted to�:Ae implementation and the utilization of the access
channe, and the maintenance and/or replacement of the equipment and
other filities, the penalty shall be $500 per day for each day, or part
.:;thereot:such failure occurs or continues.
iv. Jnr Grantee's breach of any written contract or agreement with or to the
City or its designee, the penalty shall be $500 per day for each day, or part
thereof; such breach occurs or continues.
V. For failure to comply with any of the provisions of this Franchise, or other
City ordinance related to Franchise operations for which a penalty is not
otherwise specifically provided pursuant to this Section 8, Paragraph 2(c),
the penalty shall be $250 per day for each day, or part thereof, such failure
occurs or continues.
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d. Each violation of any provision of this Franchise shall be considered a separate
violation for which a separate penalty can be imposed.
e. Whenever City finds that Grantee has violated one or more terms, conditions or
provisions of this Franchise, or for any other violation contemplated in this
Section 8, Paragraph 2(c) above, an email notice shall be given to Grantee's
representative (representative) at
(email) (phone number) informing him/her of such
violation, the time to cure and the penalties to be imp"§6d.��At any time after the
time to cure as stated in the notice, provided Grant6d remains in violation of one
or more terms, conditions or provisions of this lrahse, in the sole opinion of
City, City may draw from the Letter of Credii:i4ll penalties and other monies due
City from the date of the local receipt ctf,notice Cirtte may change its
representative by written notice to the ty.
f. Whenever the Letter of Credit is drwpon, Grtee may, within seen (7) days
of such draw, notify City in writing'" 4t th6&'`ice a dispute a5,-"to whether a
violation or failure has in fact occurred1. written notice by Grantee to City
shall specify with particularity the matters disc by Grantee. All penalties shall
continue to accrue from too fetter of Credit di t", any appeal pursuant to this
Section 8, Paragraph 2(f).
i. City shall hear Grantee's.dispute�wit qty (60) days and render a final
decis t i �thm sixty(60),`4ys thereaff
the d�fermination of pity that no violation has taken place, City
s" fund_ Grantee, with 'interest, all monies drawn from the Letter
of Credit by reasop. f the alleged violation.
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g If said- ttr of rit or any subsequent Letter of Credit delivered pursuant
thereto exps=priorflhirty (30) months after the expiration of the term of this
Franchise, itshall be renewed or replaced during the term of this Franchise to
provide that it 11 not'expire earlier than thirty (30) months after the expiration of
his Franchisej:'I`he renewed or replaced Letter of Credit shall be of the same form
aril with a bank authorized herein and for the full amount stated in Section 8,
Parag#4p (a).
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 or replenish
to its full amount the same within ten (10) days and shall deliver to City a like
replacement Letter of Credit or certification of replenishment for the full amount
stated in Section 8, Paragraph 2(a) as a substitution of the previous Letter of
Credit. This shall be a continuing obligation for any draws upon the Letter of
Credit.
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i. If any Letter of Credit is not so replaced or replenished, City may draw on said
Letter of Credit for the whole amount thereof and use the proceeds for payment or
performance of the obligations, duties and responsibilities of Grantee which are in
default as City determines in its sole discretion. The failure to replace or replenish
any Letter of Credit may also, at the option of the 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 not be a waiver or
release of such default.
j. The collection by City of any damages, monies ,a ti enalties from the Letter of
Credit shall not affect any other right or remedy avable to City, nor shall any
act or failure to act b Cit pursuant to the '�
y y p Utter of credit, be deemed a waiver
of any right of City pursuant to this Franchor"' therwise ,.
2. Liability Insurance.
a. Upon the Effective Date, Grantee shall;&its =sdl: expense take out and maintain
during the term of this Franchise public, ility insurance with a company
authorized to do business: the state of MinLsQa with a rating by A.M. Best &
Co. of not less than "A'�� shall protect the ° grantee, City and its officials,
officers, directors, employes ac agents from 61 s which may arise from
operations under this Franchise, whRU such ope tions be by the Grantee, its
officials, officers, directors, enp�oes adn. nts or any subcontractors of
Grantee. ln ' lt�bility insuran shall mcte, but shall not be limited to,
protectid against c'aims arising om bodily and personal injury and damage to
prop
or :r,sultmg m Grantee's*rehicles, products and operations. The amount
of insurance for single limit coveragcapplying to bodily and personal injury and
property darn g shall t;r o 1ess;`lhan Two Million Dollars ($2,000,000). The
:•li �ltr=policy' � : ndorseiiiot'it `"attached to the liability policy shall meet the
following�e�uiremeits:
i. The pbicy shall provide coverage on an"occurrence"basis.
1 The policy shall cover personal injury as well as bodily injury.
policy shall cover blanket contractual liability subject to the standard
universal exclusions of contractual liability included in the carrier's
"standard endorsement as to bodily injuries, personal injuries and property
damage.
iv. Broad form property damage liability shall be afforded.
V. City shall be named as an additional insured on the policy.
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vi. The coverage shall be primary insurance with respect to claims arising
from Grantee's operations under this franchise and that no other insurance
maintained by the City will be called upon to contribute to a loss under
this coverage.
vii. Standard form of cross-liability shall be afforded.
viii. An endorsement stating that the policy shall not be canceled without thirty
(30) days notice of such cancellation given to City,,,
b. City reserves the right to adjust the insurance limit 6bverage requirements of this
Franchise no more than once ever three3
every O such adjustment by City
will be no greater than the increase in the Sete of Ntpsota Consumer Price
Index (all consumers)for such three (3)yeeper od. `
C. Grantee shall submit to City documentation of the required msura�ice, including a
certificate of insurance signed bylhe jsurancegent and compaes named, as
well as all properly executed endorsement
d. Grantee shall not commerr,any Cable System reconstruction work or permit any
subcontractor to commen66-,work until all insurartee required under this Franchise
has been obtained. Said ms ante` ? be maintaiii�`""°full force and effect until
the expiration of this Franchise,
3. Indemnification. _
a. Grange x�Aall indemnify, defend ani hold City, its officers, boards, commissions,
agents and-ibmployees (collectively fhd::"Indemnified Parties") harmless from and
a mst anydaims causes or action, actions, liabilities, demands,
ect'tM4ge§,.,judgf�t�� sett lemen "disability, losses, expenses (including attorney's
fees ai d bursents of counsel) and costs of any nature that any of the
Indemnified .Arties nay at`any time suffer, sustain or incur arising out of, based
upon or in anway
cc iected with the Grantee's operations, the exercise of the
franchise, the reach of Grantee of its obligations under this Franchise and/or the
'activities of Grantee, it subcontractor, employees and agents hereunder. Grantee
slid die solely responsible for and shall indemnify, defend and hold the
IndentfiParties harmless from and against any and all matters relative to
paymerif:,off Grantee's employees, including compliance with Social Security and
withholdings. Grantee shall not be required to provide indemnification to City for
programming cablecast over the educational and governmental access channels
administered by City.
b. The indemnification obligations of Grantee set forth in this Franchise are not
limited in any way by the amount or type of damages or compensation payable by
or for Grantee under Workers' Compensation, disability or other employee
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benefit acts, acceptance of insurance certificates required under this Franchise or
the terms, applicability or limitations of any insurance held by Grantee.
C. City does not, and shall not, waive any rights against Grantee which it may have
by reason of the indemnification provided for in this Franchise, because of the
acceptance by City, or the deposit with City by Grantee, of any of the insurance
policies described in this Franchise.
d. The indemnification of City by Grantee provided for in ibis Franchise shall apply
to all damages and claims for damages of any kind...,.." eted by reason of any of
the Grantee's operations referred to in this Franchise regardless of whether or not
such insurance policies shall have been deterrr�tned= Q be applicable to any such
damages or claims for damages.
e. Grantee shall not be required to indemm6 Cify for negligence r misconduct on
the part of City or its officials, boards; commissions, agents, 6rtmployees. City
shall hold Grantee harmless, subject Q the lio stations in Miiirsota Statutes
Chapter 466, for any damage resulting stn th?'% gligence or misconduct of the
City or its officials, boards, commissions, ap` nts, or employees in utilizing any
PEG access channels, equipment, or facilhti d for any such negligence or
misconduct by City in cor�ch-un with work peZ�ed by City and permitted by
this Ordinance, on or adjacent f 6fU Cable System
4. City Claims. In order for City to assert �s lights tQ ,jndemnified, defended, and held
harmless, City must -espect to eacfaim:
i. ptly natify Grantee in v rting of any claim or legal proceeding which
gimes xse to such right;
fford 6ntee the Opportunity to participate in and fully control any
`com roma settlement or other resolution or disposition of any claim or
pr6 ding an4I
Fully cps�perate with reasonable requests of Grantee, at Grantee's expense,
in its -6 icipation in, and control, compromise, settlement or resolution or
Fa
° other disposition of such claim or proceeding.
SECTION 9
SALE,ABANDONMENT, TRANSFER AND REVOCATION OF FRANCHISE
I. City's Right to Revoke.
a. In addition to all other rights which City has pursuant to law or equity, City
reserves the right to commence proceedings to revoke, terminate or cancel this
Franchise, and all rights and privileges pertaining thereto, if it is determined by
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City that after notice and an opportunity to cure as provided for in Section 8,
Paragraph 2(e);
i. Grantee has violated material provisions(s) of this Franchise and has not
cured; or
ii. Grantee has attempted to evade any of the provisions of the Franchise; or
iii. Grantee has practiced fraud or deceit upon City.%mx.xr;
2. Procedures for Revocation, Termination or Cancellation
a. City shall provide Grantee with written iio ice ocause for revocation,
termination, or cancellation and the intent to�revoce, termi .or cancel and shall
allow Grantee thirty (30) days subsea n to"receipt of th&`,140tice in which to
correct the violation or to provide adequate assurance oerformance in
compliance with the Franchise. In the c tice required therein, City hall provide
Grantee with the basis of the revocation;4retina oii or cancellations:.
b. Grantee shall be provided the right to a pub g. hearing affording due process
before the City Councilifo #o he effective date of revocation, termination, or
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cancellation, which public h Grin �IJ follow the t (30) day notice provided
in Section 9, Paragraph 1(a) City shlresvzde Grafee with written notice of its
decision together with written finds of factsupplementing said decision.
c. Only after the public'1earing and't�on written notice of the determination by City
to revo�', ernnnate or cancel the�Frapchise may Grantee appeal said decision
with an appr'oprsate state or federal cbrt or agency.
d. ttfg the app�a&period, the Franchise shall remain in full force and effect unless
the teri be eof sp"pr expires or unless continuation of the Franchise would
endanger lh ealth, a `t =and welfare of any person or the public.
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3. Aban anent of Sys ` in. Grantee may not abandon the System or any portion thereof
without living first �':tven three (3) months written notice to City and conforming to
SubsectionQ.725 oche City Code, as well as the state right-of-way rules, Minn. Rules,
Chapter 781 9 th6 extent required by Minn. Stat. §238.084 Subd. 1 (w), Grantee shall
compensate Cif `:°for damages resulting from the abandonment.
ks=
4. Removal After Abandonment.
a. In the event of Grantee's abandonment of the System, City shall have the right to
require Grantee to conform to Subsection 701.725 of the City's Right-of-Way
Code, as well as the state right-of-way rules, Minn. Rules, Chapter 7819.
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b. If Grantee has failed to commence removal of System, or such part thereof as was
designated by City, within thirty (30) days after written notice of City's demand
for removal consistent with City Code and Minn. Rules, Ch. 7819, is given, or if
Grantee has failed to complete such removal within twelve (12) months after
written notice of City's demand for removal is given City shall have the right to
apply funds secured by the Letter of Credit and Performance Bond toward
removal and/or declare all right, title, and interest to the System to be in City with
all rights of ownership including, but not limited to, the right to operate the
System or transfer the System to another for operation by-4t.
5. Sale of Telecommunications Network Not Required.
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Notwithstanding anything found in Section 9, Parag �h 3 a Grantee shall not be
required to remove its telecommunications network gar to relocatellk lecommunications
network or any portion thereof, or to sl any`" right, title interest in its
telecommunications network to the City, as result of termination or 66eiture of this
Franchise or abandonment of the Systempro"#;gid the System/network is'doing used for
the provision of Telecommunications services.
6. Sale or Transfer of Franchise
a. No sale or transfer of the Fanosale, transQ�or fundamental corporate
change of or in Grantee, inc ding, h %iiqat limited to, a fundamental corporate
change in Grantee's parent corlioratio i or a y [l ty having a controlling interest
in Grantee tiof a contr Ring interesn the Grantee's assets, a merger
includin �the m'q"'#"§`r of a subsidiary and parent entity, consolidation, or the
creat" a subsiftry or affiliate eptity, shall take place until a written request
has beef witrequesting Apl)roval of the sale, transfer, or corporate
cline andcpprgvt � �,,een granted or deemed granted; provided,
her that skid approval"`sal"not be required where Grantee grants a security
interesfi =t . Ise,and/or assets to secure an indebtedness.
b To the extent tconsistent with Minn. Stat. Section 238.083, any sale, transfer,
exchange or aSpgnment of stock in Grantee, or Grantee's parent corporation or
r,.other enti !'having a controlling interest in Grantee, so as to create a new
controlling interest therein, shall be subject to the requirements of this Section 9,
Par 6 The term "controlling interest" as used herein is not limited to
majorit"::stock ownership, but includes actual working control in whatever
manner"exercised.
C. Upon request of the City, Grantee shall make available for examination by the
City, in addition to all documents, forms and information required to be filed by
applicable law, the following:
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i. If Grantee is a Securities and Exchange Commission publicly
reporting company, such disclosure requirements as are filed with
the Securities and Exchange Commission upon a sale or transfer.
ii. If Grantee is a privately held company:
1. For a change in control through a purchase of Grantee's
stock or new securities issued,the investment agreement.
2. For a change in control through`a sale/purchase or merger,
the purchase agreement or rrter documents.
iii. Documents or statements o the 666 e in support of a
determination that the sale of transfer is corisXstent with the public
interest. r .•.
Those documents requested by the G1 1hat areIn addition to documents, forms
and information required to be filed vita the;Qity`:by Applicable'Law shall be
made available by Grantee for inspection eitx6`:r electronically or at the Prior Lake
City Hall or at a location:, the Twin Citi !Ietropolitan Area as is mutually
acceptable to City and Grantee
�p }Y t.
d. City shall have such time as is perms ed by federal law in which to review a
transfer request, but in no event sha11 Citytasonably withhold, condition or
delay its corij4t
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e. The OWee shall t0mburse City'qr all the legal and consulting costs and fees
associated. Jth City's review of J., 'request to transfer. Nothing herein shall
prevent Grantee Om negotxat ng artial or complete payment of such costs and
` 'y the transferee. Grantee' may not itemize any such reimbursement on
Subsciilr hills,but ray recover such expenses in its Subscriber rates.
f In no event sh 1 a sale, iansfer, corporate change, or assignment of ownership or
control pursua to Section 9, Paragraph 6(a) or 6(b) in any way reduce or
01minate the ° .ligations of Grantee under this Franchise unless Grantee's
Franchise obligations are specifically undertaken in writing by the transferee.
g. In the 'event of any proposed sale, transfer, corporate change, or assignment
pursuant to Section 9, Paragraph 6(a) or 6(b), City shall have the right to purchase
the System at an amount equaling a bona fide offer received by the Grantee , or if
no such offer is received by the Grantee, fair market value.
h. City shall be deemed to have waived its right to purchase the System pursuant to
this Section only in the following circumstances:
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i. If City does not indicate to Grantee in writing, within sixty (60) days of
receipt of written notice of a proposed sale, transfer, corporate change, or
assignment as contemplated in Section 9, Paragraph 6(g) above, its
intention to exercise its right of purchase; or
ii. It approves the assignment or sale of the Franchise as provided within this
Section
i. No Franchise may be transferred if City determines Grantee is in noncompliance
of the Franchise unless an acceptable compliance program-has been approved by
City. The approval of any transfer of ownership p XX to this section shall not
be deemed to waive any rights of City tosueque enforce noncompliance
issues relating to this Franchise even if such isles prethe approval, whether
known or unknown to City.
j. In addition to the aforementioned re P..rements,E,the City and Graiiiee shall at all
times, comply with the requirements bar M innesot ,Statutes § 238.083 regarding
the sale or transfer of a franchise and wia ill oth f"applicable Laws.
IaCYT
ION 10
PROTECTION OFINjOIVIDUAL R16 9
1. Discriminatory Practices Prohibited Gr tee sha ' aot deny service, deny access, or
otherwise discrimirt`aZ� a nst Subscriber general.6tizens on the basis of race, color,
religion, nations origin, sr age, status' to public assistance, affectional preference, or
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disability. Gra* ;shall comply at all ti
mt� with all other applicable federal, state, and
city laws, and alf tive d administrate "°orders relating to nondiscrimination.
2. Sulasi� iacy.
s To the ext #tequireyxVlinn. Stat. §238.084 Subd. 1(s) Grantee shall comply
with the foll6 ng: N6 signals including signals of a Class IV Channel may be
ansmitted frp a Subscriber terminal for purposes of monitoring individual
Nie-Wing patter or practices without the express written permission of the
Subkber. The request for permission must be contained in a separate document
with 4prominent statement that the Subscriber is authorizing the permission in
full knaedge of its provisions. Such written permission shall be for a limited
period of time not to exceed one (1) year which may be renewed at the option of
the Subscriber. No penalty shall be invoked for a Subscriber's failure to provide
or renew such permission. The permission shall be revocable at any time by the
Subscriber without penalty of any kind whatsoever.
b. No information or data obtained by monitoring transmission of a signal from a
Subscriber terminal, including but not limited to lists of the names and addresses
of Subscribers or any lists that identify the viewing habits of Subscribers shall be
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sold or otherwise made available to any party other than to Grantee or its agents
for Grantee's service business use or to City for the purpose of Franchise
administration, and also to the Subscriber subject of that information, unless
Grantee has received specific written permission from the Subscriber to make
such data available. The request for permission must be contained in a separate
document with a prominent statement that the Subscriber is authorizing the
permission in full knowledge of its provisions. Such written permission shall be
for a limited period of time not to exceed one (1) year which may be renewed at
the option of the Subscriber. No penalty shall be invoked for a Subscriber's
failure to provide or renew such permission. The perosnn shall be revocable at
any time by the Subscriber without penalty of anyfkitid whatsoever.
C. Written permission from the Subscriber shall ng be re"40# for the conducting of
system wide or individually addressed triic sweepa for the purpose of
verifying System integrity or moijii6ring for thep qse of billing.
Confidentiality of such information���all be subject to the protorset forth in
Section 10 O
Paragraph 2 b . e
SECTION 11 `
UNAUTHORIZED C01TECTIONS ANDMODIFICATIONS
1. Unauthorized Connections or Modifrcat Prohibited It s�lf`be unlawful for any firm,
Person, group, or governmental bo ora withou 'the express consent of the
Grantee, to make or possess, or assist yb9- in j4WA =br possessing, any unauthorized
connection, exteu4i % division, Nether phi%VOically, acoustically, inductively,
electronically cvriiitherwise,:with or to ani! segment of the System or receive services of
the System kviltr�Grante ' authorization
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2. Removal-or De {in 'rribaet shall be unlawful for any firm, Person, group, or
gove=�e b ady or` ey,to 2"0interfere, tamper, remove, obstruct, or damage,
.assist therek,,`any part orse ment of the System for any purpose whatsoever.
3. P. It Any firm, �?erson, group, or governmental body or agency, found guilty of
violathis sectionMa
be fined not less than Twenty Dollars ($20) and the costs of the
action nd>`aamore than �`.ive Hundred Dollars ($500) and the costs of the action for each
and every hsequen offense. Each continuing day of the violation shall be considered a
separate ccuff Le
SECTION 12
MISCELLANEOUS PROVISIONS
1. Franchise Renewal. Any renewal of this Franchise shall be performed in accordance with
applicable federal, state and local laws and regulations. The term of any initial and
renewal franchise term shall not be more than fifteen(15) years each.
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2. Work Performed by Others. All applicable obligations of this Franchise shall apply to
any subcontractor or others performing any work or services pursuant to the provisions of
this Franchise, however, in no event shall any such subcontractor or other performing
work obtain any rights to maintain and operate a System or provide Cable Service.
Grantee shall provide notice to City of the name(s) and address(es) of any entity, other
than Grantee, which performs substantial services pursuant to this Franchise.
3. Amendment of Franchise Ordinance. Grantee and City may agree, from time to time, to
amend this Franchise. Such written amendments may be made,,subsequent to a review
session pursuant to Section 7 or at any other time if Cityrantee agree that such an
amendment will be in the public interest or if such an,r;°z= endment is required due to
changes in federal, state or local laws; provided, hover, Qthing herein shall restrict
City's exercise of its police powers.
4. Compliance with Federal. State and Local Later
.x�
a. If any federal or state law or regulatx ;; all req or permit City bf"'Grantee to
perform any service or act or shall profs t"It CAA—` rrantee from ierforming any
service or act which may be in conflict wiihA, e terms of this Franchise, then as
soon as possible followirg knowledge thereoq� Cher party shall notify the other
of the point in conflict be d,to exist between ii4ch law or regulation. Grantee
and City shall conform to s afe and rules re'*',',,#l'ng cable communications
not later than one year after they beco p£fective, innless otherwise stated, and to
federal laws and regulations reg rd g`cable A-i�Fjhdy become effective.
b. If any tetxn, condign or provision,of this Franchise or the application thereof to
anyOnor cirpnnnstance shallto any extent, be held to be invalid or
unenforce bl the remainder hereof.6M the application of such term, condition or
provision to T' �ons=or, tob -'ds other than those as to whom it shall be held
t "fid
or uneeable slid I hni be affected thereby, and this Franchise and all
the terms,:,Provisiort3; nd conditions hereof shall, in all other respects, continue to
be effectived corrpie with provided the loss of the invalid or unenforceable
clause does no substatit ally alter the agreement between the parties. In the event
uch law, rule dor regulation is subsequently repealed, rescinded, amended or
c3lierwise changed so that the provision which had been held invalid or modified
is`, ,conger in conflict with the law, rules and regulations then in effect, said
provisi�nh �l thereupon return to full force and effect and shall thereafter be
binding 1'Grantee and City.
5. Nonenforcement by City. Grantee shall not be relieved of its obligations to comply with
any of the provisions of this Franchise by reason of any failure or delay of City to enforce
prompt compliance. City may only waive its rights hereunder by expressly so stating in
writing. Any such written waiver by City of a breach or violation of any provision of this
Franchise shall not operate as or be construed to be a waiver of any subsequent breach or
violation.
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6. Rights Cumulative. All rights and remedies given to City by this Franchise or retained
by City herein shall be in addition to and cumulative with any and all other rights and
remedies, existing or implied, now or hereafter available to City, at law or in equity, and
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
exercise 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.
7. Grantee Acknowledgment of Validity of Franchise. Grantee eknbwledges that it has had
an opportunity to review the terms and conditions of this F, =ichise and that under current
law Grantee believes that said terms and conditions area of Weasonable or arbitrary, and
that Grantee believes City has the power to make th�ti `erms anpnditions contained in
this Franchise.
8. Force Majeure. Neither party shall be liaKi`for any,.failure of perfo %ince.,hereunder
due to causes beyond its reasonable control riding bu :not limited to, acs.of God, fire,
explosion, vandalism, storm or other similar"""" straphek,any law, order, regulation,
direction, action or request of the United States�Z vernment or any other government
including state and local governnigats (except for the )having jurisdiction over either
of the parties or of any departments g racy, commission; ourt,ybureau, governments, or
x
of any civil or military authorities nat��fal�� emergenciesi�'surrection; riots; wars; or
strike lockouts or work stoppages or l�e 1 obtain 6quired permits, easements,
authorizations or equr ment when prop" d,pnsted.
�Y k5ax
9. Nothing contained in this franchise refii ves a person from liability arising out of the
failure to O.c reason le care to �oid, injuring the Grantee's facilities while
performing work{connectgd,with grading, f ading, or changing the line of a street or
public place,or with viii;constructts r tc onstruction of a sewer or water system;
�
SECTION 13
UBLICATIOI' FECTE'DATE; ACCEPTANCE AND EXHIBITS
1. Publreat on. Effective;:Date.`This Franchise shall be published in accordance with
applic % local and Minnesota law. Grantee shall assume the cost of posting and
publication of this Franchise as such posting and publication is required bylaw and such
is payable ut ... rr.antee's filing of acceptance of this Franchise. The Effective Date of
this Franchise Mall be the date of acceptance by Grantee in accordance with the
provisions of Section 13, Paragraph 2.
2. Acceptance.
a. Grantee shall accept this Franchise within thirty (30) days of its enactment by the
City Council, unless the time for acceptance is extended by City. Such acceptance
by the Grantee shall be deemed the grant of this Franchise for all purposes;
provided, however, this Franchise shall not be effective until all City or adoption
33
procedures are complied with and all applicable timelines have run for the
adoption of a City ordinance. In the event acceptance does not take place, or
should all ordinance adoption procedures and timelines not be completed, this
Franchise and any and all rights granted hereunder to Grantee shall be null and
void.
b. Upon acceptance of this Franchise, Grantee and City shall be bound by all the
terms and conditions contained herein.
C. Grantee shall accept this Franchise in the followingIanne .�
i. This Franchise will be properly executed anial knowledged by Grantee
and delivered to City. `
ii. With its acceptance, Grantee,,,Mall 'also deliver an""""payments, bonds,
letters of credit and insurance certificates as required here that have not
previously been delivered,,,
Passed and adopted this dayf {1
DF PRI LAKE, MINNESOTA
By.
Kenneth L. Hedberg, Mayor
�� w
x � By.
Frank Boyles, City Manager
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ACCEPTED: This Franchise A accepted, and we agree to be bound by it t nnsand conditions.
Date: By:
Notary: Its:
^ >
��w 2
z��«
z `
35
EXHIBIT A
OWNERSHIP
Grantee must maintain on file with City an accurate chart outlining its ownership structure. This
chart will be inserted as Exhibit A to this Franchise.
A*11
r�
..,,,-... .
` :.
36
EXHIBIT B
GRANTEE COMMITMENT TO PEG ACCESS FACILITIES AND EQUIPMENT
1. PUBLIC, EDUCATIONAL AND GOVERNMENT (PEG)ACCESS CHANNELS.
Grantee shall make five (5)video Channels available exclusively for PEG use (`PEG
Channels"). One (1) Channel for public access use to be provided by Grantee in
accordance with Minnesota Statutes Section 238.084; one (1) Channel shall be designated
for educational use; one (1) Channel shall be designated for&v6r Cental use; and one
(1) Channel shall be designated for the City of Prior Lakex&cational access
programming. One (1) additional Channel shall remainA__'Al lb , at request of City, for
any PEG usage. By January 1, 2017, all such channelst all be 111 gh definition. The
PEG Channels shall be dedicated for PEG use forhe tern of thechise Agreement,
provided that Grantee may utilize any portions= #dfhe 1EG Channels r cheduled for
PEG use. City and Grantee shall establish rules and procedures for suc �� heduling in
accordance with Section 611 of the Cable:�Aot 47 U.S. 531). Grantee'mq,4y locate
PEG channels on the lowest level of digital serVit��ro. Ao customers�Grantee and
City may agree to measures to be employed by G do to provide at least two of the
above named Channels to non digital customers.
City may not request additional Charmelaeity beyondeve (5) Channels for PEG
use except in accordance with applicable Stat, -S,City shill be responsible for all
programming requirements, including byt p6t,limite �seheduling,playback,training,
staffing, co ri h d
py g t� t�es, and equipent, mamtednce and repair.
Grantee shalltlesignat the standard channel 6 or its digital equivalent for
uniform regional annel ukage currently pi' i ed by"Metro Channel 6" as required by
Minn Stat § 238.4 Qgramm g 'a !i regional channel shall include a broad range
of info al educatit 1, and pub W service programs and materials to cable
television subserhers thro4�6&ut the Twin Cities metropolitan area.
2. plCx:OPERATIONSr
City may, in its sole d Qretion, negotiate agreements with neighboring jurisdictions
served b�]�he same Cable System, educational institutions or others to share the expenses
of support the PEG'Channels. City and Grantee may negotiate an agreement for
management , fxFfr"facilities, if so desired by both parties.
3. TITLE TO PEG EQUIPMENT.
City shall retain title to all PEG equipment and facilities purchased or otherwise acquired
by City.
4. RELOCATION OF PEG CHANNELS.
Grantee shall not relocate any PEG access Channel to a different Channel number unless
specifically required by Applicable Laws or unless otherwise agreed to in writing by
37
City. Grantee shall provide City and all Subscribers with at least sixty(60) days prior
written notice of any legally required relocation.
5. PROMOTION OF PEG ACCESS.
To the extent permitted by Grantee's billing process, Grantee shall allow the City to place
bill stuffers in Grantee's Subscriber statements at a cost to the City not to exceed
Grantee's cost, no less frequently than once per year upon the written request of the City
and at such times that the placement of such materials would 4 'materially and adversely
effect Grantee's cost for the production and mailing of such4fatements. The City agrees
to pay Grantee in advance for the actual cost of such bili gfuf%sp Grantee shall also make
available PEG access information provided by City itf'$:ubscri,b� ckets at the time of
Installation and at the counter in the System's business noffice servo the Service Area.
Grantee shall also distribute, at no charge to City, through advertisingrM grtion
equipment, fifteen (15)weekly promotional d awareness commercial a�'&,ts, on a"run
of schedule"basis, produced at the City's�&o64)fid submitted by the City i t a format
compatible with such advertising insertion equiptfiOnt on661G,rantee has acquired and
activated such capability. Grantee shall also includiz',�visting of the known programming
to be cablecast on PEG access Ciba neIs in or on any°`c ironic program guide of services
for the Cable System.
6. ACCESS OPERATING SUPPORT
Grantee shall alsQ..Owi4t�,Qp behalf of Cit
. `an initial per Subscriber fee of sixty five cents
($.65)per monk`=which m4,be decreasA,or increased to a maximum of One and 50/100
Dollars ($ :month b�'vote of the City Council after notice and an opportunity to
be heard is affor&'a to the iblic solely to fttfipublic, educational and governmental
access related expefiaij es:(lice eT"Access Operating Fee"). Any increase in the
per-mbfithl sioccur only once every two (2) years upon approval of the
City Council and upon mnet ,�90) days' advance written notice to Grantee.
7. ' ,WWO-WAY SERVT� .TO P013LIC BUILDINGS
a. grantee shallpybvide a two-way connection to the city hall and library to
factlttate the gchange of programming, including live cablecast programming
from#hese buildings on the Grantee's Cable System and the City's network.
Grantw,-Aall further provide, free of charge, all necessary interface equipment
(moduldtor/demodulator) at the agreed-upon point of interconnection to allow the
City to cablecast programming to Grantee's headend for cablecast on Grantee's
Cable System.
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EXHIBIT B-1
SERVICE TO PUBLIC AND PRIVATE BUILDINGS
1. PUBLIC BUILDINGS:
City Hall
4646 Dakota St. SE
Fire Station No. 1
16776 Fish Point Rd. SE
Fire Station No. 2
3906 Station Place NW
Police Station =:
4649 Dakota St. SE
Public Works Maintenance Center.
17073 Adelmann St. SE
Library r
16210 Eagle Creeks V� :SE 1 "
Water Treat ne flant
16335 Itasca Avek., �
10-
,.
LakePat`k Pavilion x
5000 Kop Par�r� x
f Ot,Or; Any other pint building hereinafter built within 150 feet of Grantee's existing
aciifiie and within th:Service Area.
2. PUBLIC"AQP,PRIVATE SCHOOLS:
Twin Oaks Middlee School
15860 Fish Point Rd. SE
Bridge Area Learning Center
15875 Franklin Tr. SE, Suite 106
Edgewood School
5304 Westwood Dr. SE
39
Prior Lake Sr. High School
7575 1501h St. W
Five Hawks Elementary
16620 5 Hawks Ave SE
Grainwood Elementary
5061 Minnesota St SE
Hidden Oaks Middle School
15855 Fish Point Rd SE
Jeffer Pond Elementary
14800 Jeffers Pass NW
Westwood Elementary
5370 Westwood Dr. SE
Other: Any school district building hereinafter built lthin 150 feet of Grantee's existing
facilities and within the Service Are _
._
r
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EXHIBIT C
PERFORMANCE BOND
BOND NO. PENAL SUM$ ..
,,
KNOW ALL MEN BY THESE PRESENTS that we, ,
("Principal"), and a corpof4tion organized under the
laws of the State of and dulv authorized Witransact business in the
State of Minnesota, ("Surety"), are held and firmly-,�Wufttl. into ' a
("Obligee"), in the penalxsin of
DOLLARS (!
for the payment whereof well and truly to be made tla rincipal d the Surety bmclf e selves, their
heirs, executors, administrators, successors, and assigns,foil and sg"yArally,firmly by these presents.
WHEREAS the Principal and the Obligee have entered irx10n Agreement,dated the day of
20 , ("Agreement")nwIiich agreement is b? 9ference made a part hereof, as if
fully set forth.
NOW, THEREFORE, the condition of this obli ton is such hat the if Principal, his heirs,
executors, successors, and assigns shall in all things eve i r �rujy perform and observe all of the
covenants, agreements, and c p4lkttp s on their part z. ie perfornid observed which are contained in
the Agreement then this op(iligafionhll be void, othor
wise, it shall remain in force.
SIGNED, sealed;°azt .dated tliii day of �. ,20_
t�
By
Principal
By
Attorney-in-fact
41