HomeMy WebLinkAbout115-08 Prior Lake Cable TV Franchise Integra
CABLE TELEVISION FRANCHISE ORDINANCE
FOR
SCOTT RICE TELEPHONE COMPANY DBA INTEGRA TELECOM
CITY OF PRIOR LAKE, MINNESOTA
March 23, 2015
TABLE OF CONTENTS
STATEMENT OF INTENT AND PURPOSE 1
FINDINGS 1
SECTION 1--SHORT TITLE AND DEFINITIONS 1
1. Short Title 1
2. Definitions 2
SECTION 2--GRANT OF AUTHORITY AND GENERAL PROVISIONS 5
1. Grant of Franchise 5
2. Grant of Nonexclusive Authority 5
3. Lease or Assignment Prohibited 6
4. Franchise Term 6
5. Previous Franchises 6
6. Compliance with Applicable Laws, Resolutions and Ordinances 6
7. Rules of Grantee 7
8. Territorial Area Involved 7
9. Written Notice 7
10. Subscriber Network Drops to Designated Building 8
11. Ownership of Grantee 9
SECTION 3--CONSTRUCTION STANDARDS 9
1. Compliance with City Code 9
2. Registration, Permits Construction Codes and Cooperation 9
3. Written Approval 9
4. Use of Existing Poles or Conduits 9
5. Minimum Interference 10
6. Disturbance or Damage 10
7. Temporary Relocation 10
8. Emergency 10
9. Tree Trimming 10
10. Locating Facilities 10
11. City’s Rights 11
12. Facilities in Conflict 11
13. Relocation Delays 11
14. Interference with City Facilities 12
15. Interference with Utility Facilities 12
16. Collocation 12
17. Private Property 12
SECTION 4--DESIGN PROVISIONS 12
1. Minimum Channel Capacity 12
2. Interruption of Service 13
3. Technical Standards 13
4. Special Testing 13
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5. FCC Reports 13
6. Annexation 13
7. Line Extension 14
8. Nonvoice Return Capability 14
9. Lockout Device 15
SECTION 5--SERVICE PROVISIONS 15
1. Regulation of Service Rates 15
2. Non-Standard Installations 15
3. Sales Procedures 15
4. Consumer Protection and Service Standards 15
5. Subscriber Contracts 18
6. Refund Policy 18
7. Late Fees 18
8. Reports 18
SECTION 6--ACCESS CHANNEL(S) PROVISIONS 19
1. Grantee Support for PEG Access 19
2. Compliance with Federal Law 19
SECTION 7--OPERATION AND ADMINISTRATION PROVISIONS 19
1. Administration of Franchise 19
2. Delegated-Authority 19
3. Franchise Fee 19
4. Not Franchise Fees 20
5. Access to Records 20
6. Reports and Maps to be Filed with City 21
7. Periodic Evaluation 21
SECTION 8--GENERAL FINANCIAL AND INSURANCE PROVISIONS 21
1. Letter of Credit 21
2. Liability Insurance 24
3. Indemnification 25
4. City Claims 26
SECTION 9--SALE, ABANDONMENT, TRANSFER AND REVOCATION
OF FRANCHISE 26
1. City’s Right to Revoke 26
2. Procedures for Revocation, Termination or Cancellation 27
3. Abandonment of Service 27
4. Removal After Abandonment 27
5. Sale of Telecommunications Network Not Required 28
6. Sale or Transfer of Franchise 28
SECTION 10--PROTECTION OF INDIVIDUAL RIGHTS 30
1. Discriminatory Practices Prohibited 30
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2. Subscriber Privacy 30
SECTION 11--UNAUTHORIZED CONNECTIONS AND MODIFICATIONS 31
1. Unauthorized Connections or Modifications Prohibited 31
2. Removal or Destruction Prohibited 31
3. Penalty 31
SECTION 12--MISCELLANEOUS PROVISIONS 31
1. Franchise Renewal 31
2. Work Performed by Others 31
3. Amendment of Franchise Ordinance 32
4. Compliance with Federal, State and Local Laws 32
5. Nonenforcement by City 32
6. Rights Cumulative 32
7. Grantee Acknowledgment of Validity of Franchise 33
8. Force Majeure 33
9. Liability
SECTION 13--PUBLICATION EFFECTIVE DATE; ACCEPTANCE
AND EXHIBITS 33
1. Publication, Effective Date 33
2. Acceptance 33
EXHIBIT A OWNERSHIP 36
EXHIBIT B GRANTEE COMMITMENT TO PEG ACCESS FACILITIES
AND EQUIPMENT 37
EXHIBIT B-1 SERVICE TO PUBLIC AND PRIVATE BUILDINGS 39
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ORDINANCE NO 115-08
.
AN ORDINANCE GRANTING A FRANCHISE TO SCOTT RICE TELEPHONE COMPANY
DBA INTEGRA TELECOM 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:
STATEMENT OF INTENT AND PURPOSE
City intends, by the adoption of this Franchise, to bring about the continued operation of
Grantee’s Cable Communications System. Such continued operation can contribute significantly
to the communication needs and desires of the residents and citizens of City and the public
generally. Further, City may achieve better utilization and improvement of public services and
enhanced economic development with the further development and operation of a Cable
Communication System.
Adoption of this Franchise is, in the judgment of the City Council, in the best interests of City
and its residents.
FINDINGS
In the review of the request for renewal by Grantee and negotiations related thereto, and as a
result of a public hearing, the City Council makes the following findings:
1. Grantee’s technical ability, financial condition, legal qualifications, and character were
considered and approved in a full public proceeding after due notice and a reasonable
opportunity to be heard;
2. Grantee’s plans for constructing, upgrading, and operating the Cable System were
considered and found adequate and feasible in a full public proceeding after due notice
and a reasonable opportunity to be heard;
3. The Franchise granted to Grantee by City complies with the existing applicable
Minnesota Statutes, federal laws and regulations; and
4. The Franchise granted to Grantee is nonexclusive.
SECTION 1
SHORT TITLE AND DEFINITIONS
1. Short Title: This Franchise Ordinance shall be known and cited as the Integra Telecom
Cable Television Franchise Ordinance.
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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
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 which includes the lawful
retransmission of local television broadcast signals and any public, educational,
and governmental access programming required by the Franchise to be carried on
the basic tier. Basic Cable Service as defined herein shall not be inconsistent with
47 U.S.C. § 543(b) (7).
c. “Cable Service” or “Service” means (A) the one-way transmission to Subscribers
of (i) Video Programming or (ii) Other Programming Service, and (B) Subscriber
interaction, if any, which is required for the selection or use of such Video
Programming or Other Programming Service. Cable Service or Service as defined
herein shall not be inconsistent with the definition set forth in. 47 U.S.C. § 522(6).
d. “Cable System” or “System” means a facility, consisting of a set of closed
transmission paths and associated signal generation, reception, and control
equipment that is designed to provide Cable Service which includes Video
Programming and which is provided to multiple subscribers within a community,
but such term does not include:
(1) a facility that serves only to retransmit the television signals of one or
more television broadcast stations;
(2) a facility that serves Subscribers without using any public right-of-way;
(3) a facility of common carrier which is subject, in whole or in part, to the
provisions of 47 U.S.C. § 201 et seq., except that such facility shall be
considered 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
solely to provide interactive on-demand services;
(4) an 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 which converts signals to a frequency
acceptable to a television receiver of a Subscriber and by an appropriate selector
permits a Subscriber to view all Subscriber signals included in the Service.
k. “Drop” means the cable that connects the ground block on the Subscriber’s
residence or institution to the nearest feeder cable of the System.
1. “FCC” means the Federal Communications Commission and any legally
appointed, designated or elected agent or successor.
m. “Franchise” means this ordinance and the regulatory and contractual relationship
established hereby.
n. “Franchise Fee” includes any tax, fee, or assessment of any kind imposed by a
franchising authority or other governmental entity on a cable operator or cable
Subscriber, or both, solely because of their status as such. It does not include any
tax, fee, or assessment of general applicability (including any such tax, fee, or
assessment imposed on both utilities and cable operators or their services but not
including a tax, fee, or assessment which is unduly discriminatory against cable
operators or cable Subscribers); capital costs which are required by the Franchise
to be incurred by the cable operator for public, educational, or governmental
access facilities; requirements or charges incidental to the awarding or enforcing
of the Franchise, including payments for bonds, security funds, letters of credit,
insurance, indemnification, penalties, or liquidated damages; or any fee imposed
under Title 17. Franchise Fee as defined herein shall not be inconsistent with the
definition set forth in 47 U.S.C. § 542(g).
o. “Grantee” is Scott Rice Telephone Company dba Integra Telecom, 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 mechanical or electrical accessory to a
Subscriber’s terminal which inhibits the viewing of a certain program, certain
Channel, or certain Channels provided by way of the Cable System.
s. “Multichannel Video Program Distributor or MVPD” means a person such as,
but not limited to, a cable operator, a multichannel multipoint distribution service,
a direct broadcast satellite service, or a television receive-only satellite program
distributor, who makes available for purchase, by subscribers or customers,
multiple channels of Video Programming.
t. “Normal Business Hours” means 9 a.m. to 5 p.m. Monday through Friday as well
as some evening hours, at least one night per week and/or some weekend hours.
u. “Normal Operating Conditions” means those service conditions which are within
the control of Grantee. Those conditions which are not within the control of
Grantee include, but are not limited to, natural disasters, civil disturbances, power
outages, telephone network outages, and severe or unusual weather conditions.
Those conditions which are ordinarily within the control of Grantee include, but
are not limited to, special promotions, pay-per-view events, rate increases, regular
peak or seasonal demand periods, and maintenance or upgrade of the System.
v. “Open Video Services or OVS” means any Video Programming Services
provided to any person by a Franchisee certified by the FCC to operate an Open
Video System pursuant to Section 47 U.S.C. 573, as may be amended, regardless
of the Facilities used.
w. “Other Programming Service” means information that a cable operator makes
available to all Subscribers generally.
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 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-98-660.
bb. “Service Interruption” means the loss of picture or sound on one or more cable
channels.
cc. “Standard Installation” means any residential Installation which can be completed
using a Drop of 150 feet or less.
dd. “Subscriber” means any Person who lawfully receives service via the System. In
the case of office buildings or multiple dwelling units, the “Subscriber” means the
lessee, tenant or occupant.
ee. “Telecommunications” for the purposes of this Franchise shall mean the
transmission, between or among points specified by the user, of information of the
user's choosing, without change in the form or content of the information as sent
and received.
ff. “Video Programming” means programming provided by, or generally considered
comparable to programming provided by, a television broadcast station.
SECTION 2
GRANT OF AUTHORITY AND GENERAL PROVISIONS
1. Grant of Franchise. This Franchise is granted pursuant to the terms and conditions
contained herein. Failure of Grantee to provide a System as described herein, or meet the
obligations and comply 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
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.
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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 reserves the right to grant a use of
said Rights-of-Way to any Person at any time during the period of this Franchise
for the provision of Cable Service. The terms and conditions of any such grant of
use of the Rights-of-Way shall be, when taken as a whole no less burdensome or
more beneficial than those imposed upon Grantee pursuant to this Franchise.
d. The Grantee shall have authority to provide data services and internet access
services (“Information Services”) under this Franchise regardless of whether such
services are ultimately determined under Applicable Law to be Cable Services,
telecommunications services or some other category of service.
3. Lease or Assignment Prohibited. No Person may lease Grantee’s System for the purpose
of providing Cable Service until and unless such Person shall have first obtained and
shall currently hold a valid franchise or other lawful authorization containing
substantially similar burdens and obligations to this Franchise. Any assignment of rights
under this Franchise shall be subject to and in accordance with the requirements of
Section 9. This provision shall not prevent Grantee from complying with any commercial
leased access requirements or any other provision of Applicable Law.
4. Franchise Term. This Franchise shall be in effect for a period of ten (10) years from the
date of acceptance by Grantee, unless sooner renewed, revoked or terminated as herein
provided. Notwithstanding the foregoing, the City may extend the term of this Franchise
for not more than 180 days should additional time be required by the City to process an
application or request for renewal of this Franchise or issuance of a new franchise. In
addition, the parties may upon mutual written agreement extend this Franchise for one
additional five (5) year 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
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.
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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 addresses 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 of which requirement was first
adopted. Notwithstanding the foregoing, Grantee shall not, through application of
such City ordinance or regulation of Rights-of-Way, be subject to additional
burdens with respect to usage of Rights-of-Way which exceed burdens on
similarly situated Rights-of-Way users.
c. In the event Grantee cannot determine how to comply with any Right-of-Way
requirement of City, whether pursuant to this Franchise or other requirement,
Grantee shall immediately provide written notice of such question, including
Grantee’s proposed interpretation, to City, in accordance with Section 2
Paragraph 9. City shall provide a written response within fourteen (14) days of
receipt indicating how the requirements cited by Grantee apply. Grantee may
proceed in accordance with its proposed interpretation in the event a written
response is not received within seventeen (17) days of mailing or delivering such
written question. City will use all reasonable best efforts to ensure that no Right-
of-Way Ordinance provisions unduly slow Grantee’s System construction unless
necessary to address health safety and welfare concerns.
7. Rules of Grantee. Grantee shall have the authority to promulgate such rules, regulations,
terms and conditions governing the conduct of its business as shall be reasonably
necessary to enable said Grantee to exercise its rights and perform its obligations under
this Franchise and to assure service to each and all of its Subscribers; provided that such
rules, regulations, terms and conditions shall not be in conflict with Applicable Laws.
8. Territorial Area Involved. This Franchise is granted for the Service Area. In the event of
annexation by City, or as development occurs, any new territory shall become part of the
territory for which this Franchise is granted; provided, however, that Grantee shall only
be required to extend Service within 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
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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: General Manager
Integra Telecom
4690 Colorado St. SE
Prior Lake, Minnesota 55372
With Copies to: Integra Telecom Holdings, Inc.
Department of Law & Policy
18110 SE 34th St.
Building One, Suite 100
Vancouver, WA 98683
Such addresses may be changed by either party upon notice to the other party given as
provided in this section.
10. Subscriber Network Drops to Designated Building. Upon request, Grantee shall provide,
free of charge, throughout the term of this Franchise, Installation of one (1) Subscriber
network Drop, one (1) cable outlet, one (1) Converter, if necessary, and the highest level
of Cable Service offered by Grantee excluding pay-per-view and pay-per-channel
(premium) programming without charge to the institutions identified on Exhibit B-1
attached hereto and made a part hereof, and such other public buildings or accredited
educational institutions subsequently designated by City which are within one hundred
fifty (150) feet of the System and within the Service Area. The City may request that a
building or institution which is beyond one hundred fifty (150) feet of the System receive
Service and Grantee shall provide the Drop upon payment of Grantee’s time and material
charges in excess of one hundred fifty (150) feet. Grantee shall have three (3) months
from the date of 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
charges. Alternatively, said institutions may add outlets at their own expense, as long as
such Installation meets Grantee’s standards.
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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-Way. In addition Grantee shall at all
times comply with the requirements of this Section 3. In the event of any conflict or
inconsistency between Section 701 and this Section 3, Section 701 shall prevail over this
Section 3.
2. Registration, Permits, Construction Codes, and Cooperation. Grantee shall meet with
developers and be present at pre-construction meetings to ensure that the cable and newly
constructed facilities are installed in new developments within City in a timely manner.
3. Written Approval. Grantee shall notify City at least ten (10) days prior to the
commencement of any System construction in any Rights-of-Way. All excavation shall
be coordinated with other utility excavation or construction so as to minimize disruption
to the public.
4. Use of Existing Poles or Conduits.
a. Grantee shall utilize existing poles, conduits and other facilities whenever
commercially reasonable and shall not construct or install any new, different or
additional poles, conduits or other facilities on public property until the written
approval of City is obtained. No location or any pole or wire-holding structure of
Grantee shall be a vested interest, and such poles or structures shall be removed or
modified by Grantee at its own expense whenever City determines that the public
convenience would be enhanced thereby.
b. The facilities of Grantee shall be installed underground in those areas of City
where existing telephone and electric services are both underground at the time of
construction 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 Integra OSP Engineering at 952-447-3758.
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5. Minimum Interference.
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 convenience of property owners who
adjoin any of the Rights-of-Way and public places.
6. Disturbance or Damage. Any and all Rights-of-Way, or public or private property, which
are disturbed or damaged during the construction, repair, replacement, relocation,
operation, maintenance, expansion, extension or reconstruction of the System shall be
promptly and fully restored by Grantee, at its expense, to a condition as good as that
prevailing prior to Grantee’s work, as determined by City. If Grantee shall fail to
promptly perform the restoration required herein, after written request of City and
reasonable opportunity to satisfy that request, City shall have the right to put the Rights-
of-Way back into condition as good as that prevailing prior to Grantee’s work. In the
event City determines that Grantee is responsible for such disturbance or damage,
Grantee shall be obligated to fully reimburse City for such restoration within thirty (30)
days after its receipt of City’s invoice therefore.
7. Temporary Relocation. Grantee shall, on request of any person holding a permit to move
a building, temporarily raise or lower its wires to permit the movement of such buildings.
The expense of such temporary removal or raising or lowering of wires shall be paid by
the person requesting the same, and Grantee shall have the authority to require such
payment in advance. Grantee shall be given not less than five (5) days advance notice to
arrange such temporary wire alterations.
8. Emergency. Whenever, in case of fire or other emergency, it becomes necessary in the
judgment of the City Manager, Police 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
restoration, repair or damages.
9. Tree Trimming. Grantee shall have the authority to trim trees on public Rights-of-Way at
its own expense as may be necessary to protect its wires and facilities, subject to
supervision and direction 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. Locating 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,
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including but not limited to water mains, traffic control conduits, cable and devices,
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 in the same ratio as the non-
public funds bear to the total project costs.
b. Nothing in this Franchise shall be construed to prevent City from constructing,
maintaining, repairing or relocating sewers; grading, paving, maintaining,
repairing, relocating and/or altering any Right-of-Way; constructing, laying down,
repairing, maintaining or relocating any water mains; or constructing,
maintaining, relocating, or repairing any sidewalk or other public work.
12. Facilities in Conflict. If, during the course of a project, City determines Grantee’s
facilities are in conflict, the following shall apply:
a. Prior to City Notice to Proceed to Contractor: Grantee shall, within a reasonable
time, but in no event exceeding three (3) months, remove or relocate the
conflicting facility. This time period shall begin running upon receipt by Grantee
of written notice from City. However, if both City and Grantee agree, the time
frame may be extended based on the requirements of the project.
b. Subsequent to City Notice to Proceed to Contractor City and Grantee will
immediately begin the coordination necessary to remove or relocate the facility.
Removal or relocation is to begin no later than seventy-two (72) hours, if
practicable, after written notification from City of the Notice to Proceed.
13. Relocation Delays.
a. Subject to Grantee’s compliance with Section 3 Paragraph 14 below, if Grantee’s
relocation effort so delays construction of a public project causing City to be
liable for delay damages, Grantee shall reimburse City for those damages
attributable to 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.
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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 City and agrees to relocate its
facilities, if necessary, to accommodate another facility relocation. Nothing in this section
is meant to limit any rights Grantee may have under Applicable Law to be compensated
for the cost of relocating its facilities from the utility that is requesting the relocation.
16. Collocation. To maximize public and employee safety, to minimize visual clutter of aerial
plant, and to minimize the amount of trenching and excavation in and along City Rights-
of-Way and sidewalks for underground plant, Grantee shall make every commercially
reasonable effort to collocate compatible facilities within the Rights-of-Way subject to
the engineering requirements of the owners of utility poles and other facilities.
17. Private Property. No cable line, wire, amplifier, converter, or other piece of equipment
owned by Grantee shall be installed by Grantee on private property, other than in
appropriate easement, without first securing any required consent or as permitted by
Applicable Law. If a Subscriber requests service, permission to install upon Subscriber's
property shall be presumed.
SECTION 4
DESIGN PROVISIONS
1. Minimum Channel Capacity.
a. Using its telecommunications network, Grantee shall continue to maintain and
operate a communications system in the City which shall be capable of delivering
a minimum of one hundred (120) video program channels to all Subscribers
capable of receiving such channels.
b. Grantee shall provide 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. §
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545. Location and relocation of the public, educational and governmental
(“PEG”) Channels shall be governed by Section 6 and Exhibit B-1.
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 76, Subpart K of the Code of
Federal Regulations, as may be amended or modified from time to time, which
regulations are expressly incorporated herein by reference.
4. Special Testing.
a. City shall have the right to inspect all construction or installation work performed
pursuant to the provisions of the Franchise. In addition, City may require special
testing of a location or locations within the System if there is a particular matter
of controversy or unresolved complaints regarding such construction or
installation work or pertaining to such location(s). Demand for such special tests
may be made on the basis of complaints received or other evidence indicating an
unresolved controversy or noncompliance. Such tests shall be limited to the
particular matter in controversy or unresolved complaints. City shall endeavor to
so arrange its request for such special testing so as to minimize hardship or
inconvenience to Grantee or to the Subscribers caused by such testing.
b. Before ordering such tests, Grantee shall be afforded thirty (30) days following
receipt of written notice to investigate and, if necessary, correct problems or
complaints upon which tests were ordered. City shall meet with Grantee prior to
requiring special tests to discuss the need for such and, if possible, visually
inspect those locations which are the focus of concern. If, after such meetings and
inspections, City wishes to commence special tests and the thirty (30) days have
elapsed without correction of the matter in controversy or unresolved complaints,
the tests shall be conducted at Grantee’s expense by a qualified engineer selected
by City and Grantee, and Grantee shall cooperate in such testing.
5. FCC Reports. The results of any tests required to be filed by Grantee with the FCC shall
upon request of City 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 Area 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
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extension policies contained herein and provided that the annexed area is not already
served by another cable operator.
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 eight (8) 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 estimate of the cost, which
shall be provided within fifteen (15) working days of such a request. The charge
for installation or extension for each Person requesting Service shall not exceed a
pro rata share of the actual cost of extending the Service.
c. Any residential and/or commercial unit located within the Service Area and
within one-hundred fifty (150) feet of the nearest tap on Grantee’s system shall be
connected to the System at no charge other than the Standard Installation charge.
Grantee shall, upon request by any potential Subscriber residing in the Service
Area beyond the 150-foot limit, extend Service to such Subscriber provided that
the Subscriber shall pay the net additional Drop. Grantee shall offer to provide a
free written estimate of the cost, which shall be provided within fifteen (15)
working days of such a request. The charge for installation or extension for each
Person requesting Service shall not exceed a pro rata share of the actual cost of
extending the Service.
d. Under Normal Operating Conditions, if Grantee cannot perform Installations
within ten (10) business days, the Subscriber may request and is entitled to
receive a credit equal to the charge for a Standard Installation. For any Installation
that is not a free Installation or a Standard Installation, Grantee shall provide the
Subscriber with a written estimate of all charges within fifteen days of a request
by the Subscriber. Failure to comply will subject Grantee to appropriate
enforcement actions. This section does not apply to the introduction of new
products and services when Grantee is utilizing a phased introduction.
e. Grantee shall have no obligation to extend the System beyond its then current
boundaries and this Section 4 Paragraph 7 shall be of no force or effect in the
event a MVPD, including an OVS, is lawfully authorized to provide service in
less than the 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.
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9. Lockout Device. Upon the request of a Subscriber, Grantee shall make available by sale
or lease a Lockout Device.
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 said Cable Service can meet
FCC technical specifications and all payment and policy obligations are met. In such
case, Grantee may charge for the incremental increase in material and labor charges
incurred beyond the Standard Installation.
3. Sales Procedures. Grantee shall not exercise deceptive sales procedures when marketing
any of its services within City. In its initial communication or contact with a non-
Subscriber, Grantee shall inform the non-Subscriber of all levels of service available,
including the lowest priced and free service tiers. Grantee shall have the right to market
door-to-door during reasonable hours consistent with local ordinances and regulation.
4. Consumer Protection and Service Standards. Grantee shall provide the necessary
facilities, equipment and personnel to comply with the following consumer protection
standards under Normal Operating Conditions:
a. Cable System office hours and telephone availability:
i. Grantee will maintain a local, toll-free or collect call telephone access line
which will be available to its Subscribers 24 hours a day, seven (7) days a
week.
1. Trained Grantee representatives will be available to respond to
customer telephone inquiries during Normal Business Hours.
2. After Normal Business Hours, the access line may be answered by
a service or an automated response system, including an answering
machine. Inquiries received after Normal Business Hours must be
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
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met no less then ninety percent (90%) of the time under Normal Operating
Conditions, measured on a quarterly basis.
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 20 miles of Prior Lake City Hall.
b. Installations, outages and service calls. Under Normal Operating Conditions, each
of the following four standards will be met no less than ninety-five percent (95%)
of the time measured on a quarterly basis:
i.Standard Installations will be performed within five (5) business days after
an order has been placed.
ii.Excluding conditions beyond the control of Grantee, Grantee will begin
working on “Service Interruptions” promptly and in no event later than 24
hours after the interruption becomes known. Grantee must begin actions to
correct other Service problems the next business day after notification of
the Service problem. Grantee shall resolve all Service Interruptions within
forty-eight (48) hours under Normal Operating Conditions.
iii. The “appointment window” alternatives for Installations, service calls, and
other Installation activities will be either a specific time or, at maximum, a
four-hour time block during Normal Business Hours. (Grantee may
schedule service calls and other Installation activities outside of Normal
Business Hours for the express convenience of the customer at Grantee’s
published rate.)
iv. Grantee may not cancel an appointment with a customer after the close of
business on the business day prior to the scheduled appointment.
v. 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
customer will be contacted prior to the time of the scheduled appointment.
The 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:
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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 must also be made available by
Grantee for public inspection during normal business hours
at the Prior Lake City Hall;
c. Installation and service maintenance policies;
d. Instructions on how to use the Cable Service;
e. Channel positions of the programming carried on the
System; and
f. Billing and complaint procedures, including the address
and telephone number of the City.
2. Subscribers will be notified of any changes in rates and deletions
or addition of channels as soon as possible in writing. Notice must
be given to Subscribers a minimum of thirty (30) days in advance
of such changes if the changes are within the control of the
Grantee. In addition, the Grantee shall notify Subscribers thirty
(30) days in advance of any significant changes in the other
information required by this Section 5, Paragraph 4(c)(i)(l).
Grantee shall not be required to provide prior notice of any rate
changes as a result of a regulatory fee, franchise fee, or other fees,
tax, assessment or charge of any kind imposed by any federal
agency, state or City on the transaction between the operator and
the Subscriber.
ii. Billing:
1. 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.
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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 no later than the Subscriber’s
next billing cycle following the determination that a credit is warranted.
d.Grantee shall be responsible for the cost of repairs, adjustments or installations of
the System up to the demarcation point of the System absent negligent or
intentional act of Subscriber.
Grantee shall comply with an on-time guaranty which will generally provide that if
Installation is not accomplished within the time frame specified by the operator,
Installation shall be free for the Subscriber and operator shall provide said Subscriber
with a Twenty-Dollar ($20) credit. Moreover, Grantee shall provide Subscribers with a
Twenty Dollar ($20) credit for any missed appointments.
5. Subscriber Contracts. Grantee shall file with City any standard form residential
Subscriber contract utilized by Grantee. If no such written contract exists, Grantee shall
file with the City a document completely and concisely stating the length and terms of the
Subscriber contract offered to customers. The length and terms of any standard
Subscriber contract(s) shall be available for public inspection during normal business
hours at the Prior Lake City Hall. Grantee shall not be required to release any
confidential information regarding Subscribers, specifically including personally
identifiable information as set forth in 47 U.S.C. § 551.
6. Refund Policy. In the event a Subscriber establishes or terminates Service and receives
less than a full month’s Service, Grantee shall prorate the monthly rate on the basis of the
number of days in the period for which Service was rendered to the number of days in the
billing.
7. Late Fees. Fees for the late payment of bills shall not be assessed until after the Service
has been fully provided 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
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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 of this Agreement for local
PEG programming and access use at no charge in accordance with the
requirements of Exhibit B.
b. Support of PEG programming to the extent specified in Exhibit B of this
Agreement.
c. Provision of free public building Installation and Cable Service to City’s network
as more clearly specified in Exhibit B-1.
2. Compliance with Federal Law. Grantee and City agree that the PEG access support fee
referenced in Exhibit B will not be deemed to be “franchise fees” within the meaning of
47 U.S.C. §542, and such obligations shall not be deemed to be (1) “payments in kind” or
any involuntary payments chargeable against the Franchise Fees to be paid to the City by
Grantee pursuant to Section 7 hereof or (ii) part of the Franchise Fees to be paid to City
by Grantee pursuant to Section 7 hereof.
SECTION 7
OPERATION AND ADMINISTRATION PROVISIONS
1. Administration of Franchise. The City Manager or other designee shall have continuing
regulatory jurisdiction and supervision over the System and the Grantee’s operation
under the Franchise; provided, however, that the City shall retain the sole authority to
take enforcement action pursuant to this Franchise.
2. Delegated-Authority. The City may appoint a citizen advisory body or may delegate to
another City body to monitor the performance of Grantee pursuant to the Franchise.
Grantee shall cooperate 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.
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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 Franchisee Fees payable by Grantee to
City pursuant to this section shall take precedence over all other payments,
contributions, services, equipment, facilities, support, resources or other activities
to be provided or performed by Grantee pursuant to this Franchise and that the
Franchise Fees provided for in this section of this Franchise shall not be deemed
to be in the nature of a tax, and shall be in addition to any and all taxes of general
applicability and other fees and charges which Grantee shall be required to pay to
City and/or to any other governmental authority, all of which shall be separate and
distinct obligations of Grantee.
b. Grantee shall not apply or seek to apply or make any claim that all or any part of
the Franchisee Fees or other payments or contributions to be made by Grantee to
City pursuant to this Franchise shall be deducted from or credited or offset against
any taxes, fees or assessments or general applicability levied or imposed by City
or any other governmental authority, including any such tax, fee or assessment
imposed on both utilities and cable operators or their services.
c. Grantee shall not apply or seek to apply all or any part of any taxes, fees or
assessments or general applicability levied or imposed by the City or any other
governmental authority (including any such tax, fee or assessment imposed on
both utilities and cable operators or their services) as a deduction or other credit
from or against any of the Franchise Fees or other payments or contributions to be
paid or made by Grantee to City pursuant to this Franchise which shall be deemed
to be separate and distinct obligations of Grantee.
5. Access to Records. The City shall have the right to inspect and audit, upon reasonable
notice and during normal business hours, or require Grantee to provide within a
reasonable time copies of any records maintained by Grantee which relate to the System
to verify Grantee’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.
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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 other reasonable reports with
respect to Grantee’s Cable Service operations pursuant to this Franchise.
c. If required by City, Grantee shall furnish to and file with City Manager mapping
data in accordance with Subsection 701.717 of the City Code. City agrees to
maintain the confidentiality of such documentation to the maximum extent
permitted by the Minnesota Data Practices Act or another Applicable Law that
preempts the Minnesota Data Practices Act.
7. Periodic Evaluation.
a. City may require evaluation sessions at any time during the term of this Franchise,
but no more than once per quarter, upon fifteen (15) days written notice to
Grantee.
b. Topics which may be discussed at any evaluation session may include, but are not
limited to, application of new technologies, System performance, programming
offered, access channels, facilities and support, municipal uses of cable,
subscriber rates, customer complaints, amendments to this Franchise, judicial
rulings, FCC rulings, line extension policies and any other topics City deems
relevant.
c. As a result of a periodic review or evaluation session, upon notification from City,
Grantee shall meet with City and undertake good faith efforts to reach agreement
on changes and modifications to the terms and conditions of the Franchise which
are both economically and technically feasible as measured over the remaining
life of the Franchise.
SECTION 8
GENERAL 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 other Person of removal or
abandonment of any property of the Grantee; (vi) a reasonable allowance for
attorneys’ fees and costs incurred by the City in relation to any violation of this
Franchise, or any violation of any law, ordinance or regulation governing the
franchise; and (vii) in payment for claims, liens and taxes due City which arise by
reason of the construction, operation, or maintenance of the System.
c. In addition to recovery of any monies owed by Grantee to City or any Person or
damages to City or any Person as a result of any acts or omissions by Grantee
pursuant to the Franchise, City in its sole discretion may charge to and collect
from the Letter of Credit the following penalties:
i. For failure to provide data, documents, reports or information or to
cooperate with City during an application process or system review or as
otherwise provided herein, the penalty shall be $250 per day for each day,
or part thereof, such failure occurs or continues.
ii. Following notice from City of a failure of Grantee to comply with
construction, operation or maintenance standards, the penalty shall be
$500 per day for each day, or part thereof, such failure occurs or
continues.
iii. For failure to provide the services Grantee has proposed, including, but
not limited to, the implementation and the utilization of the access
channels and the maintenance and/or replacement of the equipment and
other facilities, the penalty shall be $500 per day for each day, or part
thereof, such failure occurs or continues.
iv. For 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
General Manager at prlcare@integratelecom.com or 952-226-7000 informing
him/her of such violation, the time to cure and the penalties to be imposed. At any
time after the time to cure as stated in the notice, provided Grantee remains in
violation of one or more terms, conditions or provisions of this Franchise, in the
sole opinion of City, City may draw from the Letter of Credit all penalties and
other monies due City from the date of the local receipt of notice. Grantee may
change its representative by written notice to the City.
f. Whenever the Letter of Credit is drawn upon, Grantee may, within seven (7) days
of such draw, notify City in writing that there is a dispute as to whether a
violation or failure has in fact occurred. Such written notice by Grantee to City
shall specify with particularity the matters disputed by Grantee. All penalties shall
continue to accrue from the Letter of Credit during any appeal pursuant to this
Section 8, Paragraph 2(f).
i. City shall hear Grantee’s dispute within sixty (60) days and render a final
decision within sixty (60) days thereafter.
ii. Upon the determination of City that no violation has taken place, City
shall refund to Grantee, without interest, all monies drawn from the Letter
of Credit by reason of the alleged violation.
g. If said Letter of Credit or any subsequent Letter of Credit delivered pursuant
thereto expires prior to twelve (12) months after the expiration of the term of this
Franchise, it shall be renewed or replaced during the term of this Franchise to
provide that it will not expire earlier than twelve (12) months after the expiration
of this Franchise. The renewed or replaced Letter of Credit shall be of the same
form and with a bank authorized herein and for the full amount stated in Section
8, Paragraph 2(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 or penalties from the Letter of
Credit shall not affect any other right or remedy available to City, nor shall any
act, or failure to act, by City pursuant to the Letter of Credit, be deemed a waiver
of any right of City pursuant to this Franchise or otherwise.
2. Liability Insurance.
a. Upon the Effective Date, Grantee shall, at its sole expense take out and maintain
during the term of this Franchise public liability insurance with a company
authorized to do business in the state of Minnesota with a rating by A.M. Best &
Co. of not less than “A” that shall protect the Grantee, City and its officials,
officers, directors, employees and agents from claims which may arise from
operations under this Franchise, whether such operations be by the Grantee, its
officials, officers, directors, employees and agents or any subcontractors of
Grantee. This liability insurance shall include, but shall not be limited to,
protection against claims arising from bodily and personal injury and damage to
property, resulting from Grantee’s vehicles, products and operations. The amount
of insurance for single limit coverage applying to bodily and personal injury and
property damage shall not be less than Two Million Dollars ($2,000,000). The
liability policy or endorsements attached to the liability policy shall meet the
following requirements:
i. The policy shall provide coverage on an “occurrence” basis.
ii. The policy shall cover personal injury as well as bodily injury.
iii. The 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 coverage requirements of this
Franchise no more than once every three (3) years. Any such adjustment by City
will be no greater than the increase in the State of Minnesota Consumer Price
Index (all consumers) for such three (3) year period.
c. Grantee shall submit to City documentation of the required insurance, including a
certificate of insurance signed by the insurance agent and companies named, as
well as all properly executed endorsements.
d. Grantee shall not commence any Cable System reconstruction work or permit any
subcontractor to commence work until all insurance required under this Franchise
has been obtained. Said insurance shall be maintained in full force and effect until
the expiration of this Franchise.
3. Indemnification.
a. Grantee shall indemnify, defend and hold City, its officers, boards, commissions,
agents and employees (collectively the “Indemnified Parties”) harmless from and
against any and all lawsuits, claims, causes or action, actions, liabilities, demands,
damages, judgments, settlements, disability, losses, expenses (including attorney’s
fees and disbursements of counsel) and costs of any nature that any of the
Indemnified Parties may at any time suffer, sustain or incur arising out of, based
upon or in any way connected with the Grantee’s operations, the exercise of the
Franchise, the breach of Grantee of its obligations under this Franchise and/or the
activities of Grantee, it subcontractor, employees and agents hereunder. Grantee
shall be solely responsible for and shall indemnify, defend and hold the
Indemnified Parties harmless from and against any and all matters relative to
payment of 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 this Franchise shall apply
to all damages and claims for damages of any kind suffered 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 determined to be applicable to any such
damages or claims for damages.
e. Grantee shall not be required to indemnify City for negligence or misconduct on
the part of City or its officials, boards, commissions, agents, or employees. City
shall hold Grantee harmless, subject to the limitations in Minnesota Statutes
Chapter 466, for any damage resulting from the negligence or misconduct of the
City or its officials, boards, commissions, agents, or employees in utilizing any
PEG access channels, equipment, or facilities and for any such negligence or
misconduct by City in connection with work performed by City and permitted by
this Ordinance, on or adjacent to the Cable System.
4. City Claims. In order for City to assert is rights to be indemnified, defended, and held
harmless, City must with respect to each claim:
a.Promptly notify Grantee in writing of any claim or legal proceeding which gives
rise to such right;
b.Afford Grantee the opportunity to participate in and fully control any
compromise, settlement or other resolution or disposition of any claim or
proceeding; and
c.Fully cooperate with reasonable requests of Grantee, at Grantee’s expense, in its
participation in, and control, compromise, settlement or resolution or other
disposition of such claim or proceeding.
SECTION 9
SALE, ABANDONMENT, TRANSFER AND REVOCATION OF FRANCHISE
1. 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.
2. Procedures for Revocation, Termination or Cancellation.
a. City shall provide Grantee with written notice of a cause for revocation,
termination, or cancellation and the intent to revoke, terminate or cancel and shall
allow Grantee thirty (30) days subsequent to receipt of the notice in which to
correct the violation or to provide adequate assurance of performance in
compliance with the Franchise. In the notice required therein, City shall provide
Grantee with the basis of the revocation, termination or cancellation.
b. Grantee shall be provided the right to a public hearing affording due process
before the City Council prior to the effective date of revocation, termination, or
cancellation, which public hearing shall follow the thirty (30) day notice provided
in Section 9, Paragraph 1(a). City shall provide Grantee with written notice of its
decision together with written findings of fact supplementing said decision.
c. Only after the public hearing and upon written notice of the determination by City
to revoke, terminate or cancel the Franchise may Grantee appeal said decision
with an appropriate state or federal court or agency.
d. During the appeal period, the Franchise shall remain in full force and effect unless
the term thereof sooner expires or unless continuation of the Franchise would
endanger the health, safety and welfare of any person or the public.
3. Abandonment of System. Grantee may not abandon the System or any portion thereof
without having first given three (3) months written notice to City and conforming to
Subsection 701.725 of the City Code, as well as the state right-of-way rules, Minn. Rules,
Chapter 7819. To the extent required by Minn. Stat. §238.084 Subd. 1 (w), Grantee shall
compensate City for damages resulting from the abandonment.
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 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 it.
5. Sale of Telecommunications Network Not Required.
Notwithstanding anything found in Section 9, Paragraph 3 and 4, Grantee shall not be
required to remove its telecommunications network or to relocate the telecommunications
network or any portion thereof, or to sell any right, title and interest in its
telecommunications network to the City, as a result of termination or forfeiture of this
Franchise or abandonment of the System provided the System/network is being used for
the provision of Telecommunications services.
6. Sale or Transfer of Franchise.
a. No sale or transfer of the Franchise, or sale, transfer, or fundamental corporate
change of or in Grantee, including, but not limited to, a fundamental corporate
change in Grantee’s parent corporation or any entity having a controlling interest
in Grantee, the sale of a controlling interest in the Grantee’s assets, a merger
including the merger of a subsidiary and parent entity, consolidation, or the
creation of a subsidiary or affiliate entity, shall take place until a written request
has been filed with City requesting approval of the sale, transfer, or corporate
change and such approval has been granted or deemed granted; provided,
however, that said approval shall not be required where Grantee grants a security
interest in its Franchise and/or assets to secure an indebtedness.
b. To the extent consistent with Minn. Stat. Section 238.083, any sale, transfer,
exchange or assignment of stock in Grantee, or Grantee’s parent corporation or
any other entity 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,
Paragraph 6. The term “controlling interest” as used herein is not limited to
majority 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 merger documents.
iii. Documents or statements of the Grantee in support of a
determination that the sale or transfer is consistent with the public
interest.
Those documents requested by the City that are in addition to documents, forms
and information required to be filed with the City by Applicable Law shall be
made available by Grantee for inspection either electronically or at the Prior Lake
City Hall or at a location within the Twin Cities Metropolitan Area as is mutually
acceptable to City and Grantee.
d. City shall have such time as is permitted by federal law in which to review a
transfer request, but in no event shall City unreasonably withhold, condition or
delay its consent.
e. The Grantee shall reimburse City for all the legal and consulting costs and fees
associated with City’s review of any request to transfer. Nothing herein shall
prevent Grantee from negotiating partial or complete payment of such costs and
fees by the transferee. Grantee may not itemize any such reimbursement on
Subscriber bills, but may recover such expenses in its Subscriber rates.
f. In no event shall a sale, transfer, corporate change, or assignment of ownership or
control pursuant to Section 9, Paragraph 6(a) or 6(b) in any way reduce or
eliminate the obligations 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 pursuant to this section shall not
be deemed to waive any rights of City to subsequently enforce noncompliance
issues relating to this Franchise even if such issues predated the approval, whether
known or unknown to City.
j. In addition to the aforementioned requirements, the City and Grantee shall, at all
times, comply with the requirements of Minnesota Statutes § 238.083 regarding
the sale or transfer of a franchise and with all other Applicable Laws.
SECTION 10
PROTECTION OF INDIVIDUAL RIGHTS
1. Discriminatory Practices Prohibited. Grantee shall not deny service, deny access, or
otherwise discriminate against Subscribers or general citizens on the basis of race, color,
religion, national origin, sex, age, status as to public assistance, affectional preference, or
disability. Grantee shall comply at all times with all other applicable federal, state, and
city laws, and all executive and administrative orders relating to nondiscrimination.
2. Subscriber Privacy.
a. To the extent required by Minn. Stat. §238.084 Subd. 1(s) Grantee shall comply
with the following: No signals including signals of a Class IV Channel may be
transmitted from a Subscriber terminal for purposes of monitoring individual
viewing patterns or practices without the express written permission of the
Subscriber. 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 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
sold or otherwise made available to any party other than to Grantee or its agents
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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 permission shall be revocable at
any time by the Subscriber without penalty of any kind whatsoever.
c. Written permission from the Subscriber shall not be required for the conducting of
system wide or individually addressed electronic sweeps for the purpose of
verifying System integrity or monitoring for the purpose of billing.
Confidentiality of such information shall be subject to the provision set forth in
Section 10, Paragraph 2(b).
SECTION 11
UNAUTHORIZED CONNECTIONS AND MODIFICATIONS
1. Unauthorized Connections or Modifications Prohibited. It shall be unlawful for any firm,
Person, group, or governmental body or agency, without the express consent of the
Grantee, to make or possess, or assist anybody in making or possessing, any unauthorized
connection, extension, or division, whether physically, acoustically, inductively,
electronically or otherwise, with or to any segment of the System or receive services of
the System without Grantee’s authorization.
2. Removal or Destruction Prohibited. It shall be unlawful for any firm, Person, group, or
governmental body or agency, to willfully interfere, tamper, remove, obstruct, or damage,
or assist thereof, any part or segment of the System for any purpose whatsoever.
3. Penalty. Any firm, Person, group, or governmental body or agency, found guilty of
violating this section may be fined not less than Twenty Dollars ($20) and the costs of the
action nor more than Five Hundred Dollars ($500) and the costs of the action for each
and every subsequent offense. Each continuing day of the violation shall be considered a
separate occurrence.
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.
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
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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 City and Grantee agree that such an
amendment will be in the public interest or if such an amendment is required due to
changes in federal, state or local laws; provided, however, nothing herein shall restrict
City’s exercise of its police powers.
4. Compliance with Federal. State and Local Laws.
a. If any federal or state law or regulation shall require or permit City or Grantee to
perform any service or act or shall prohibit City or Grantee from performing any
service or act which may be in conflict with the terms of this Franchise, then as
soon as possible following knowledge thereof, either party shall notify the other
of the point in conflict believed to exist between such law or regulation. Grantee
and City shall conform to state laws and rules regarding cable communications
not later than one year after they become effective, unless otherwise stated, and to
federal laws and regulations regarding cable as they become effective.
b. If any term, condition or provision of this Franchise or the application thereof to
any Person or circumstance shall, to any extent, be held to be invalid or
unenforceable, the remainder hereof and the application of such term, condition or
provision to Persons or circumstances other than those as to whom it shall be held
invalid or unenforceable shall not be affected thereby, and this Franchise and all
the terms, provisions and conditions hereof shall, in all other respects, continue to
be effective and complied with provided the loss of the invalid or unenforceable
clause does not substantially alter the agreement between the parties. In the event
such law, rule or regulation is subsequently repealed, rescinded, amended or
otherwise changed so that the provision which had been held invalid or modified
is no longer in conflict with the law, rules and regulations then in effect, said
provision shall thereupon return to full force and effect and shall thereafter be
binding on 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.
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
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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 acknowledges that it has had
an opportunity to review the terms and conditions of this Franchise and that under current
law Grantee believes that said terms and conditions are not unreasonable or arbitrary, and
that Grantee believes City has the power to make the terms and conditions contained in
this Franchise.
8. Force Majeure. Neither party shall be liable for any failure of performance hereunder
due to causes beyond its reasonable control including but not limited to; acts of God, fire,
explosion, vandalism, storm or other similar catastrophes; any law, order, regulation,
direction, action or request of the United States Government or any other government
including state and local governments (except for the City) having jurisdiction over either
of the parties or of any department, agency, commission, court, bureau, governments, or
of any civil or military authorities; national emergencies; insurrection; riots; wars; or
strike lockouts or work stoppages or failure to obtain required permits, easements,
authorizations or equipment when properly and timely requested.
9. Liability. Nothing contained in this Franchise relieves a person from liability arising out
of the failure to exercise reasonable care to avoid injuring the Grantee’s facilities while
performing work connected with grading, regrading, or changing the line of a street or
public place or with the construction or reconstruction of a sewer or water system;
SECTION 13
PUBLICATION EFFECTIVE DATE; ACCEPTANCE AND EXHIBITS
1. Publication, Effective Date. This Franchise shall be published in accordance with
applicable local and Minnesota law. Grantee shall assume the cost of posting and
publication of this Franchise as such posting and publication is required by law and such
is payable upon Grantee's filing of acceptance of this Franchise. The Effective Date of
this Franchise shall 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
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
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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 following manner:
i. This Franchise will be properly executed and acknowledged by Grantee
and delivered to City.
ii. With its acceptance, Grantee shall also deliver any payments, bonds,
letters of credit and insurance certificates as required herein that have not
previously been delivered.
Passed and adopted this 23 day of March, 2015.
CITY OF PRIOR LAKE, MINNESOTA
By:
Kenneth L. Hedberg, Mayor
By:
Frank Boyles, City Manager
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ACCEPTED: This Franchise is accepted, and we agree to be bound by its terms and conditions.
SCOTT RICE TELEPHONE COMPANY DBA INTEGRA TELECOM
Date: By:
Notary: Its:
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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.
Scott-Rice Telephone Company is a wholly owned subsidiary of Integra Telecom
Holdings, Inc., which is wholly owned by Integra Telecom, Inc., which is wholly owned by
Integra Telecom Parent, Inc.
The following entities own a ten percent (10%) or greater direct or indirect interest in
Integra Telecom Parent, Inc.
(1) Searchlight Capital Partners GP, LP (“Searchlight”)
Percent of ownership: 36.3 %
(2) Tennenbaum Capital Partners, LLC (“Tennenbaum”)
Percent of ownership: 21.8%
(3) Farallon Capital Management, LLC (“Farallon”)
Percent of ownership: 17.7%
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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 governmental use; and one
(1) Channel shall be designated for the City of Prior Lake educational access
programming. One (1) additional Channel shall remain available, at request of City, for
any PEG usage. The PEG Channels shall be dedicated for PEG use for the term of the
Franchise Agreement, provided that Grantee may utilize any portions of the PEG
Channels not scheduled for PEG use. City and Grantee shall establish rules and
procedures for such scheduling in accordance with Section 611 of the Cable Act (47
U.S.C. § 531). Grantee may locate PEG channels on the lowest level of digital service
provided to customers. Grantee and City may agree to measures to be employed by
Grantee to provide at least two of the above named Channels to non-digital customers.
Grantee shall, at no cost to the Grantor, by January 1, 2017 make the above channels
available in high definition. Costs related to encoding the high definition programming
shall be divided between the Grantor and Grantee in a mutually agreeable manner.
City may not request additional Channel capacity beyond the five (5) Channels for PEG
use except in accordance with applicable State laws. City shall be responsible for all
programming requirements, including but not limited to scheduling, playback, training,
staffing, copyright clearances, and equipment, maintenance and repair.
Grantee shall also designate the standard VHF Channel 6 or its digital equivalent for
uniform regional channel usage currently provided by “Metro Channel 6” as required by
Minn. Stat. § 238.43. Programming on this regional channel shall include a broad range
of informational, educational, and public service programs and materials to cable
television subscribers throughout the Twin Cities metropolitan area.
2. PEG OPERATIONS.
City may, in its sole discretion, negotiate agreements with neighboring jurisdictions
served by the same Cable System, educational institutions or others to share the expenses
of supporting the PEG Channels. City and Grantee may negotiate an agreement for
management of PEG 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.
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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
City. Grantee shall provide City and all Subscribers with at least sixty (60) days prior
written notice of any legally required relocation.
5.ACCESS OPERATING SUPPORT
Grantee shall also collect on behalf of City an initial per Subscriber fee of sixty five cents
($.65) per month, which may be decreased or increased to a maximum of One and 50/100
Dollars ($1.50) per month by vote of the City Council after notice and an opportunity to
be heard is afforded to the public solely to fund public, educational and governmental
access-related expenditures (hereinafter “Access Operating Fee”). Any increase in the
per-month fee by City shall occur only once every two (2) years upon approval of the
City Council and upon ninety (90) days’ advance written notice to Grantee.
6. TWO-WAY SERVICE TO PUBLIC BUILDINGS
Grantee shall provide a two-way connection to the city hall and library to facilitate the
exchange of programming, including live cablecast programming from those buildings on
the Grantee’s Cable System and the City’s network. Grantee shall further provide, free of
charge, all necessary interface equipment (modulator/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
Library
16210 Eagle Creek Ave SE
Water Treatment Plant
16335 Itasca Ave SE
Lakefront Park Pavilion
5000 Kop Parkway
Other: Any other public building hereinafter built within 150 feet of Grantee’s existing
facilities and within the Service Area.
2. PUBLIC AND PRIVATE SCHOOLS:
Bridge Area Learning Center
15875 Franklin Tr. SE, Suite 106
Other: Any school district building hereinafter built within 150 feet of Grantee’s existing
facilities and within the Service Area.
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