HomeMy WebLinkAbout1980-1120 Cable Communications Ordinance: Minnesota Cablesystems-Southwest Franchise Ordinance ORDINANCE NO. 1120
This is the Cable TV Franchise ordinance, including amendments, and is maintained in a
separate book in the City Clerk's office.
Ordinance No. 1120 was adopted on December 29, 1980 and was published in the
Edina Sun-Current on January 14 and January 28, 1981.
Section 4. Provides that this Franchise shall commence upon acceptance by Grantee
and shall expire 15 years from date of acceptance.
CABLE T.V. ORDINANCE
NO. 1120
TABLE OF CONTENTS
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STATEMENT OF INTENT AND PURPOSE V
FINDINGS 1
ARTICLE I. SHORT TITLE AND DEFINITIONS
Section 1. Short Title 1;
Section 2. Definitions 2
ARTICLE II. GRANT OF AUTHORITY AND GENERAL PROVISIONS
Section 1. Grant of Franchise and Acceptance 3
Section 2. Authority Granted 4
Section 3. Agreement 4
Section 4. Franchise Term 5
Section 5. Area 5
Section 6. Police Powers 5
Sgction 7. Use of Grantee Facilities 5
Section 8. Written Notice 5
Section 9. Rights of Individuals 5
Section 10. Certificate of Confirmation 6
ARTICLE III. DESIGN OF SYSTEM
Section 1. Channel Capacity-Subscriber Netwozk 6
Section 2. Picture Quality and Technical Requirements 7
Section 3. Two-Way Capacity
Section 4. Facilities 7
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B. Franchise Fee 2
C. Rates and Other Charges 20
D. Rate Changes 21
E. Periodic Reviews and Renegotiation 23
Section 5. Franchise Renewal 24
ARTICLE VII. (Reserved) 25
ARTICLE VIII. INDEMNIFICATION, INSURANCE, LETTER OF
CREDIT AND BOND
Section 1. General 26
Section 2. Indemnification and Insurance �(
Section 3. Insurance 21
Section 4. Letter of Credit 28
Section 5. Bonds 30
ARTICLE IX. DEFAULT
Section 1. Notice and Default 30
Section 2. Cross Default 32
ARTICLE X. FORECLOSURE, RECEIVERSHIP AND ABANDONMENT
Section 1. Foreclosure 32
Section 2. Receivership 32
Section 3. Abandonment 32
ARTICLE XI. PURCHASE OF SYSTEM
Section 1. General 133
Section 2. Procedures 13
Page
ARTICLE XII. MISCELLANEOUS
Section 1. Transfer of Ownership or Control 35
Section 2. Removal After Termination or Revocation 36
Section 3. Work Performed by Others 37
Section 4. Interest Rate 37
Section 5. General Provision on Rights and Remedies 37
Section 6. Applicable Laws and Court Decisions:
Severability 38
Section 7. Grantee Will Not Contest Validity of
Franchise 39
Section 8. Interpretation by City of Franchise 39
ARTICLE XIII. ADMINISTRATION AND ADVISORY BODY
Section 1. Administrator 39
Section 2. Advisory Body 39
Section 3. Delegation of Authority by City 39
ARTICLE XIV. JOINT SYSTEM, ACCEPTANCE, INCORPORATION OF
OFFERING, EXHIBITS
Section 1. Other Franchises 40
Section 2. Time of Acceptance; Guarantee;
Incorporation of Offering; Exhibits 40
ORDINANCE NO. 1120
AN ORDINANCE, INCLUDING ADDENDUM WITH EXHIBITS, GRANTING
A FRANCHISE TO MINNESOTA CABLESYSTEMS-SOUTHWEST, A
MINNESOTA LIMITED PARTNERSHIP, TO OPERATE AND MAINTAIN A CABLE
COMMUNICATION SYSTEM IN THE CITY; SETTING FORTH CONDITIONS
ACCOMPANYING THE GRANT OF FRANCHISE; PROVIDING FOR
REGULATION, AND USE OF THE SYSTEM; AND PRESCRIBING PENALTIES
FOR THE VIOLATION OF ITS PROVISIONS
The City Council of the City of Edina ordains:
STATEMENT OF INTENT AND PURPOSE
The City intends, by the adoption of this Franchise, to bring about the
development of a System, and the continued operation of it. Such a development
can contribute significantly to the communication needs and desires of many.
Further, the City may achieve better utilization and improvement of public
services with the development and operation of a Cable Communications System.
Past studies, participated in by City, have led the way for organizing a
means of procuring and securing a Cable Communications System deemed best suited.
to the City, in the judgment of the Council. This has resulted in the prepar-
ation and adoption of this Franchise.
FINDINGS
In the review of Grantee's proposal and application and as a result of
public hearings, the City Council makes the following findings:
A. The Grantee's technical ability, financial condition, legal qualifications,
and character were considered and approved in a full public proceeding
after due notice and reasonable opportunity to be heard;
B. Grantee's plans for constructing and operating the System were considered
and found adequate and feasible in a full public proceeding after due
notice and reasonable opportunity to be heard;
C. The Franchise granted to Grantee by City complies with the existing
applicable Minnesota Statutes and regulations -and Franchise standards of
Board; and
D. The Franchise granted to Grantee is nonexclusive.
ARTICLE I.
SHORT TITLE AND DEFINITIONS
SECTION 1. SHORT TITLE
This Ordinance shall be known and cited as the Cable Communications
Ordinance.
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SECTION 2. DEFINITIONS �me,,LJ b� /11Z4/ tt.1,0 3� tl20
For the purpose of the Franchise, the following terms, phrases, words and
their derivations shall have the meaning given herein. When not inconsistent
with the context, words used in the present tense include the future, words in
the plural number include the singular number, and words in the singular number
include the plural number. The words "shall" and "will" are mandatory and "may"
is permissive. Words not defined shall be given their common and ordinary
meaning.
A. "Basic Service" means all subscriber services provided by Grantee including
the delivery of broadcast signals, covered by the regular monthly charge
paid by all subscribers, excluding optional services for which a separate
charge is made.
B. "Board" means the Minnesota Cable Communications Board.
C. "City" means City of Edina, a municipal corporation, in the State of
Minnesota.
D. "Class IV Channel" means a signaling path provided by a System to transmit
signals of any type from a subscriber terminal to anther point in System.
E. "Connection" means the attachment of the drop to the first radio or tele-
vision set of the subscriber.
F. "Converter" means an electronic device, which converts signals to a fre-
quency not susceptible to interference within the television receiver of a
subscriber, and by an appropriate channel selector also permits a sub-
scriber to view all basic subscriber signals included in the basic service
delivered at designated converter dial locations.
G. "Council" means the governing body of City.
H. "Drop" shall mean the cable that connects the subscriber terminal to the
nearest feeder cable of the cable.
I. "FCC" shall mean the Federal Communications Commission and any legally
appointed, designated or elected agent or successor.
J. "Grantee" is Minnesota Cablesystems - Southwest, a Minnesota Limited
Partnership, its agents or employees.
K. "Gross Revenues" shall mean all revenue derived directly or indirectly by
Grantee, its affiliates, subsidiaries, parent, and any person in which
Grantee has a financial interest of five percent (5%) or more from or in
connection with the operation of the System, including but not limited to,
basic subscriber service monthly fees, pay cable fees, installation and
reconnection fees, leased channel fees, converter rentals, studio rental,
production equipment and personnel fees, and advertising revenues. The
term does not include any taxes on services furnished by Grantee and
imposed directly upon any subscriber or user by the State, City or other
governmental unit and collected by Grantee on behalf of said governmental
unit.
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L. "Installation" means the connection of the System from feeder cable to the
point of connection.
M. "Lockout Device" is an optional mechanical or electrical accessory to a
subscriber's terminal which inhibits the viewing of a certain channel or
channels provided by way of cable communications system.
N. "Offering of Grantee" or "Offering" shall mean that certain document dated
December 5, 1980, entitled "Offering of Grantee" and signed by Grantee and
City, which document is on file with the City Clerk.
0. "Public Property" is any real property owned by City other than a street.
P. "Scrambler/Descrambler" refers respectively to the equipment installed to
the cable communications system's headend equipment and subscriber terminal
used to isolate pay cable and other ancillary service channels from basic
service which is accomplished by electronically distorting the signal prior
to its transmission through the cable communications system and reconsti-
tuting the singal at each authorized location for subsequent display.
Q. "Sidewalk" is the portion of a street delineated for pedestrian travel.
R. "Street" shall mean the surface of and the space above and below any public
street, road, highway, freeway, lane, path, public way, alley, court, side-
walk, boulevard, parkway, drive or any easement or right-of-way now or
hereafter held by City which shall, within its proper use and meaning in
the sole opinion of City, entitle Grantee to the use thereof for the pur-
pose of installing or transmitting over poles, wires, cables, conductors,
ducts, conduits, vaults, manholes, amplifiers, appliances, attachments and
other property as may be ordinarily necessary and pertinent to a System.
S. "SWSCC" shall mean the Southwest Suburban CATV Study Commission.
T. "Subscriber" means any person or entity who subscribes to a service
provided by Grantee by means of or in connection with the Systemregardlessof whether a fee is paid for such service.
U. "System" means a system of antennas, cables, wires, lines, towers, wave-
guides or other conductors, converters, equipment or facilities, designed
and constructed for the purpose of producing, receiving, transmitting,
amplifying and distributing, audio, video and other forms of electronic or
electrical signals, located in City. Said definition shall not include any
system wholly internal to one or more multiple -unit dwellings under common
ownership, control or management, and does not use City streets or other
public property. In any event, system as defined herein shall not be
inconsistent with the definition as set out in the rules of the Board.
ARTICLE II.
GRANT OF AUTHORITY AND GENERAL PROVISIONS
SECTION 1. GRANT OF FRANCHISE AND ACCEPTANCE
City hereby grants to Grantee, a nonexclusive franchise sub-
ject to all of the terms and conditions as herein provided:
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A. Grantee shall accept this Franchise in the following manner, and not later
than the time set out in Article XIV, Section 2:
(1) This Franchise will be properly executed and acknowledged by
Grantee and delivered to City.
(2) At the same time as delivery of the executed Franchise, Grantee
shall deposit with City its nonrefundable acceptance fee in the
sum of $20,000.00, for the purpose of defraying the costs and
expenses of developing this Franchise and for the enforcement and
administration costs to be incurred until other Franchise fees
may be realized. If such costs to City exceed the sum of
$20,000.00, City may charge such excess costs to Grantee and
Grantee shall pay them on demand by City.
(3) All security deposits, Letters of Credit, insurance contracts,
acceptances, bonds, attorneys' opinions, organizational and crea-
tion documents and guarantees required of Grantee by this Fran-
chise, shall be delivered with the executed Franchise and in ac-
cordance therewith.
SECTION 2. AUTHORITY GRANTED
A. City grants to Grantee the permission to use streets for erecting, con-
structing, operating and maintaining the System. Other rights necessary
for the System on other public or private property must be obtained by
Grantee, but City shall have no obligation to give or grant or assist in
obtaining the same.
B. Grantee shall construct and maintain the System so as not to interfere with
other uses of streets. Grantee shall make use of existing poles and other
facilities available to Grantee.
C. Notwithstanding the above grant to use streets, no street shall be used by
Grantee if City in its sole opinion determines that such use is inconsis-
tent with the terms, conditions or provisions by which such street was
created or dedicated, or presently used.
SECTION 3. AGREEMENT
A. Grantee agrees to be bound by all the terms and conditions of this
Franchise.
B. The Grantee also agrees to provide all services specifically set forth in,
and to comply with all provisions of, its Offering to provide a System
within the boundaries of City. Further, failure of Grantee to provide a
System as described in its Offering, at City's option, shall be a violation
of the provisions of this Franchise. In the event of conflicts or discrep-
ancies between the Offering of Grantee and the provisions of this Fran-
chise, the provisions which provide the greatest benefit to City, in the
opinion of the Council, shall prevail.
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SECTION 4. FRANCHISE TERM /tmehJcc b, l //tea -A-3
This Franchise shall commence upon acceptance by Grantee and shall expire
15 years from date of acceptance.
SECTION 5. AREA
This Franchise is granted for City as it exists from time to time during
the term of this Franchise.
SECTION 6. POLICE POWERS
A. Grantee's rights are subject to the police power of City to adopt and
enforce ordinances necessary to the health, safety and welfare of the
public.
B. Any conflict between the provisions of this Franchise and any other present
or future lawful exercise of police powers of City shall be resolved in
favor of City.
SECTION 7. USE OF GRANTEE FACILITIES 61 tue A l
City shall have the right to install and maintain, free of charge, upon the
)oles and within the underground pipes and conduits of Grantee any wires and
fixtures desired by City. Grantee waives any claim against City arising from
City's exercise of these rights.
SECTION 8. WRITTEN NOTICE
All notices, reports or demands required to be given in writing under this
Franchise shall be deemed to be given when delivered personally to any officer
of Grantee or City's Administrator of this Franchise or 48 hours after it is
deposited in the United States mail in a sealed envelope, with registered or
certified mail postage prepaid thereon, addressed to the party to which notice
is being given, as follows:
If to City: 4801 West 50th Street
Edina, Minnesota 55424
If to Grantee: 4344 IDS Center
Minneapolis, Minnesota 55402
Such addresses may be changed by either party upon notice to the other party
given as provided in this section.
SECTION 9. RIGHTS OF INDIVIDUALS
A. No signals, including signals of a Class IV Channel, shall be transmitted
from a subscriber terminal except as required to provide a service author-
ized by this Franchise and the subscriber. Grantee and any other person
shall neither initiate nor use any procedure or device for procuring or
storing information or data from a subscriber's terminals or terminal by
any means, without the prior authorization of the affected subscriber which
shall not have been obtained from the subscriber as a condition of service.
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The request for such authorization shall be contained in a separate docu-
ment and identify the purpose for which the data gr information is being
gathered or stored. After the first year of the authorization's initial
signing, Grantee shall, for each year said authorization is in effect with-
out revocation, mail a notice to each authorizing subscriber informing him
or her of his right to revoke said authorization. The authorization shall
be revocable at any time by the subscriber without penalty of any kind
whatsoever. A separate authorization shall be required for each type or
classification of data or information sought from a subscriber terminal.
B. Grantee shall not, without the written authorization of the affected sub-
scriber, provide to anyone data identifying or designating any subscriber.
Any data authorized shall be made available upon request by and without
charge to the authorizing subscriber in understandable fashion, including
specification of the purpose for which the information is being gathered
and to whom and for what fee the information is to be sold.
C. Grantee shall not tap or monitor, arrange for the tapping or monitoring, or
permit any other person to tap or monitor, any cable, line, signal input
device, or subscriber outlet or receiver for any purpose whatsoever, with-
out the prior written authorization of the affected subscriber as required
by paragraph A of this section.
D. Nothing herein contained shall prohibit Grantee from verifying System oper-
ation and the transmission of signals to an affected subscriber or from
monitoring for -the purpose of billing.
SECTION 10. CERTIFICATE OF CONFIRMATION
Grantee shall abide by the then current rules and regulations of Board
regarding the application, approval, and renewal of a Certificate of' Confirma-
tion. Failure of Grantee to obtain a Certificate of Confirmation or' a renewal
thereof shall result in automatic termination of this Franchise, and this Fran-
chise shall cease to be of any force or effect. However, Grantee may operate
the System while the Board is considering an application for renewal of the
Certificate of Confirmation.
ARTICLE III.
DESIGN OF SYSTEM
SECTION 1. CHANNEL CAPACITY - SUBSCRIBER NETWORK
Grantee shall initially activate and thereafter maintain a subscriber net-
work having at least a forward capacity of 54 video channels, plus the FM audio
band, and a reverse capacity of four video channels. The design will provide
for a self-contained bidirectional network in each City forming part of this
System. The System will be programmed from a central point, but the configur-
ation will accommodate the practical isolation of City, allowing for the
distribution of unique programming to it. The System shall be capable of
increasing its channel capacity as technology permits and needs arise.
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SECTION 2. PICTURE QUALITY AND TECHNICAL REQUIREMENTS
A. The System will produce a picture upon each subscriber's television screen
in black and white or color, depending upon whether color is being telecast
and provided the subscriber's television set is capable of producing a
color picture, that is undistorted and free from ghost images, without
material degradation of color fidelity. The System shall produce a sound
that is undistorted on any receiver of a subscriber. Grantee, at its
expense, shall install and maintain the System so as not to interfere with
any subscriber's receipt of local broadcast stations.
B. The System shall transmit or distribute signals to all television and radio
receivers of all subscribers without causing crossmodulation in the cables
or interfering with other electrical or electronic systems or the reception
of other television or radio receivers.
C. Grantee shall construct and maintain a System that at least meets minimum
technical standards now or hereafter promulgated by the FCC relating to
cable communications systems; provided, however, that in no event shall the
technical standards required to be met by Grantee be less stringent than
the FCC standards in effect at the time of the adoption of the Ordinance,
nor shall Grantee be required to meet minimum FCC technical standards which
apply solely to cable communications systems for which franchises are
granted subsequent to the acceptance of this Franchise.
D. The System shall be installed and remain capable of using all band equip-
ment and of passing the entire VHF bands, mid-band, super-bands and FM band
up to 402 MHz.
E. The System shall be designed for and operated on a 24 hours a day contin-
uous operation basis.
F. Grantee shall specify the procedure for initially and subsequently testing
the technical capacity of the System and agrees to have City select a con-
sultant to review and perform such testing procedure. The results of any
tests required by the FCC shall be filed within ten days of the conduct of
such tests with the City and the Board. Other representatives of City may
be present during testing. The tests may be done annually at such times as
is determined by City, with notice to Grantee. All expenses for all such
tests shall be paid by Grantee.
SECTION 3. TWO-WAY CAPACITY
Grantee shall initially activate and thereafter maintain a two-way capable
System (audio, video and data impulse) . This will include fully interactive
service capability provided by a centralized computer system and customized sub-
scriber home terminals, backed up by full standby powering throughout the
System.
SECTION 4. FACILITIES
The Grantee shall construct, maintain and continue to provide all facil-
ities and equipment set forth in the Offering including, but not limited to, the
headend, hubs, distribution system, studios, equipment and other facilities.
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Grantee's plan, as set forth in the Offering, for implementing the construction,
utilization and maintenance of these facilities, including its plans for accom-
modating future growth and changing needs and desires, shall be fully and timely
performed.
SECTION 5. SPECIAL CHANNEL AND ACCESS REQUIREMENTS
A. Grantee will carry broadcast stations in accordance with FCC rules as from
time to time revised.
B. No converter will be required for the seven channels of the Universal Ser-
vice Tier. Converters may be required for the Family Service Tier and for
the Full Service and Interactive Tiers. A charge for lease or purchase
from Grantee may be made by Grantee, or a subscriber may lease or purchase
a converter from any other source. For premium services Grantee may
require the use of a Grantee converter or descrambler.
C. Channel 12 shall be an emergency channel operated by City.
D. Grantee will provide an audio/visual emergency alert override system that
will permit the initial interruption by City of all audio (including FM)
and video programming.
E. Grantee shall provide at least seven channels for access use (including one
for each of the following uses: public, government, leased, educational,
regional). All residential subscribers who receive all or any part of the
total services offered on the System shall also receive all of said seven
access channels at no additional charge. These channels shall be activated
upon System activation and thereafter maintained. Grantee shall establish
rules and regulations prior to System activation for the use of access
channels which shall be approved by City before implementation and there-
after shall not be altered or amended without approval of City. In
preparing such rules:
(1) Grantee shall provide an equal opportunity for use of access
services.
(2) Grantee will consider needs assessments prepared by City.
(3) Grantee shall develop a plan to allocate to City a reasonable use
and fair schedule of channel time, use of equipment and facil-
ities so that it can receive programming unique . to its needs.
(4) Grantee will comply, at a minimum, with the requirements of City
and the Board now or hereafter adopted or determined by City or
the Board regarding access channels. Such requirements of the
Board are hereby made a part of this ordinance and include the
following:
(a) Grantee shall, to the extent of the System's available
channel capacity, provide to each of its subscribers
who receive all or any part of the total services
offered on the System, reception on at least one
specially designated noncommercial public access chap-
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nel available for use by the general public on a first
come, nondiscriminatory basis; at least one specially
designated access channel for .use by local educational
authorities; at least one specially designated access
channel available for local government use; and at
least one specially designated access channel available
for lease on a first come, nondiscriminatory basis by
commercial and noncommercial users (hereinafter the
"access channels") . Subscribers receiving only alarm
system services or only data transmission services for
computer operated functions shall be exempt from this
requirement. The VHF spectrum shall be used for at -
least one of the specially designated noncommercial
public access channels required. No charges shall be
made for channel time or playback of prerecorded pro-
gramming on at least one of the specially designated
noncommercial public access channels. However, person-
nel, equipment and production costs may be assessed for
live studio presentations exceeding five minutes in
length. Charges for such production costs and any fees
for use of other public access channels shall be con-
sistent with the goal of affording the public a low
cost means of television access. Access facilities,
equipment and/or channel time will be made available to
the general public, any group or individual resident in
City for the production and/or cablecasting of noncom-
mercial programming free of charge on a first come,
nondiscriminatory basis.
(b) Whenever any of the access channels are in use during
80 percent of the weekdays (Monday-Friday) , for 80 per-
cent of the time during any consecutive three hour
period for six weeks running, and there is demand for
use of an additional channel for the same purpose,
Grantee shall then have six months in which to provide
a new specially designated access channel for the same
purpose at no additional cost to subscribers.
(c) The rules and regulations established by the Grantee
and approved by City governing the access channels
shall be filed with the Board within 90 days after any
such channels are put into use.
(d) Subscribers receiving programs on one or more special
service channels without also receiving the regular
subscriber services may receive only one specially
designated composite access channel composed of the
programming on access channels. Subscribers receiving
only alarm system services or only data transmission
services for computer operated functions shall not be
included in this requirement.
(5) The Grantee shall comply, at a minimum, with the requirements of
City and Board, now or hereafter adopted by City or Board
regarding public use of its equipment, including the following:
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(a) Grantee shall make readily available for public use at
least minimal equipment necessary for the production of
programming and playback of prerecorded programs for
the specially designated noncommercial public access
channel. The Grantee shall also make readily available
upon need being shown, the minimum equipment necessary
to make it possible to record programs at remote loca-
tions with battery operated portable equipment.
(b) Need within the meaning of this paragraph shall be
determined in the sole discretion of City or by sub-
scriber petition. Said petition must contain the
signatures of at least 10 percent of the subscribers of
System, but in no case more than 500 nor fewer than 100
signatures.
SECTION 6. INSTITUTIONAL NETWORK
The System shall include at a minimum a separate institutional telecommu-
nications network, interconnected with the subscriber network, of eight sections
with a combined transmission capacity of 472 channels, with full two-way capa-
bility. Said network shall be offered, activated, expanded, marketed and
developed at a minimum in full compliance with the Offering. Need for the pro-
vision of institutional service shall be determined in the sole discretion of
City.
SECTION 7. SERVICE TO PUBLIC BUILDINGS AND EDUCATIONAL INSTITUTIONS
Grantee shall provide, at a minimum, subscriber and institutional network
service to all publicly owned buildings, in City (City Hall, police department,
fire department, schools, libraries, etc.) , all educational institutions in
City, and all buildings now or hereafter wholly or partially owned or leased for
governmental use by any state, federal or local government in City, or owned or
leased by school districts or educational institutions in City, all as set out
in the Offering. Need for either or both of such network services as referred
to in the Offering shall be determined in the sole discretion of City.
SECTION 8. INTERCONNECTION
Grantee will comply with all present and future rules, regulations and
orders of the Board regarding interconnection of systems, and will cooperate
with any agencies or utilities involved with interconnection. At such times as
interconnection is required, Grantee shall accomplish this without additional
charge to subscribers. . System shall be initially constructed so that other
systems now or hereafter constructed in any area adjacent to System may be
interconnected with System without delay.
SECTION 9. NARROWCASTING
Grantee shall provide separate programming capability to City on each of
the access channels on the Universal Service Tier.
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SECTION 10. COMPUTER SERVICES
Grantee shall construct System ,to accommodate interactive data communica-
tions with a total network transmission time of less than one-tenth (1/10) of a
second.
SECTION 11. REGIONAL CHANNEL
The standard VHF Channel 6 is hereby designated for uniform regional
channel usage. However, until the regional channel becomes operational, Grantee
may utilize the standard VHF Channel 6 as it deems appropriate. Use of time on
the regional channel shall be made available without charge.
ARTICLE IV.
SERVICES AND PROGRAMMING,
SUBSCRIBER CONTRACTS, COMPLAINTS
SECTION 1. SERVICES AND PROGRAMMING
A. Services and Programming. The programming and services shall be structured
in three tiers, all of which will be programmed at the time of System acti-
vation, providing, at a minimum, the programming and services set forth in
the Offering. Programming and services as designated in the Offering shall
be changed by Grantee only upon prior written approval of City. The three
tiers are as follows:
(1) The Universal Service Tier. The Universal Service Tier shall be
provided as a public service without charge after installation,
permitting free view of seven access channels. A subscriber may
lease or buy a converter, permitting a total service of 13 chan-
nels.
(2) The Family Service Tier. The Family Service Tier shall incorpor-
ate the Universal Service Tier with 14 programmed video channels,
a total of 21 channels of service combining access and local
broadcasting with local origination. In addition, this tier
shall provide a community information service and offer two
premium services, a family-oriented mini-pay-TV service and a
comprehensive FM radio service.
(3) The Full Service Tier. The Full Service Tier shall provide 54
channels which increases the Family Service Tier by incorporating
distant stations, several satellite-fed services, additional
local origination channels, additional premium channels and
several customized alpha-numeric services. Included in this tier
shall be a sub-tier called "expanded service" which shall have
the same channel capacity and shall include a converter and an
interactive unit.
B. Locally originated programming. Grantee shall provide at a minimum 23
locally programmed channels.
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C. Community Access and Programming.
(1) Grantee shall, at a minimum, comply with the community access and
programming plan of the Offering.
(2) Grantee shall provide upon system activation a community access
and programming staff of at least 22 persons, provided, however,
that City recognizes said staff as well as the entire community
access and programming plan of the Offering encompasses all of
the systems of the Cities then a party to a Joint Powers Agree-
ment relating to System (referred to herein as the "joint
system") .
(3) The community access and programming staff shall•
(a) Identify community access needs;
(b) Train and consult with interested residents of City in
the use of the access equipment; and
(c) Promote the availability and uses of community access.
(4) Access facilities and equipment shall be provided at a minimum as
set forth in the Offering.
(5) Modulators shall be provided at 20 locations throughout the joint
system in addition to those which shall be provided to educa-
tional institutions. Further, there shall be a mobile production
unit and portable video recorders as set forth in the Offering,
all of which shall be available upon System activation.
(6) Grantee shall cooperate in the development of an access nonprofit
corporation if determined to be needed by City.
(7) Grantee shall establish a citizen advisory board from City to
provide community advice and recommendations to Grantee relative
to the community access and programming of System.
D. Interactive Services.
System shall be fully activated to receive interactive ser-
vices. Interactive services shall at a minimum be provided
. as designated in the Offering. Grantee warrants, represents
and guarantees that no invasion of privacy can occur in con-
nection with any aspects of the services provided by System.
SECTION 2. INTERRUPTION OF SERVICE AND COMPLAINTS.
A. Whenever it is necessary to shut off or interrupt service, Grantee shall do
so during periods of minimum use of the System. Unless such interruption
is unforeseen and immediately necessary, Grantee shall give reasonable
notice thereof to subscribers. All costs incurred in repairing System and
handling complaints shall be paid by Grantee, and if service is interrupted
or discontinued for more than 48 hours, subscribers shall be credited pro
rata for such interruption. The cause for any such interruption shall be
removed and service restored as promptly as reasonably possible. f
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B. Grantee shall maintain an office in the Minneapolis/St. Paul metropolitan
area which shall be open during all usual business hours, have a listed
local telephone, and be so operated that complaints and requests for
repairs or adjustments may be received at any time, 7 days per week.
(1) Notice of this information shall be provided to all new sub-
scribers at time of subscription and to existing subscribers
annually.
(2) Grantee shall not engage in the sale of television sets or pro-
vide other television repair service, but in the event such
service is required, shall promptly notify subscriber of that
need for service.
(3) All complaints by City, subscribers, or other persons regarding
the quality of service, equipment malfunction, billing disputes,
and any other matters relative to the System, shall be investi-
gated and responded to by a service representative at the
location of the complaint by Grantee within 24 hours. If reason-
ably possible, Grantee shall rectify the cause of all valid
complaints. If a complaint is not rectified within three days,
the complainant may then file the complaint with City.
(4) City and Grantee shall prepare and maintain a record of all
complaints made to them. If at any time after the filing of a
complaint. with City, City determines, in its sole discretion,
that the complaint represents a violation of this Franchise, any
law, ordinance or regulation, or represents a failure in the per-
formance of Grantee pursuant to this Franchise, City may, in
addition to any other remedy available to it, issue written
notice specifying the nature of the complaint and ordering
Grantee to appear at the next regularly scheduled Council
meeting. At said Council meeting, Grantee shall explain its
failure to rectify the complaint and show cause why the Council
should not institute default proceedings. Failure by Grantee to
appear may result, at the sole discretion of City, in the termin-
ation of this Franchise.
ARTICLE V.
CONSTRUCTION, INITIAL SERVICE AREA
LINE EXTENSION AND CONSTRUCTION STANDARDS
SECTION 1. INITIAL SERVICE AREA
A. Engineering and design shall be completed within one year after date of
granting of this Franchise and a significant amount of construction, in the
opinion of City, shall be completed within one year after Grantee's receipt
of all necessary governmental permits, licenses, certificates and authori-
zations.
B. Grantee shall provide service to all residences now or hereafter within the
initial service area as such area is identified on the map attached hereto
as Exhibit A and made a part hereof.
13
C. Construction maps and schedules, included as a part of Exhibit A are also
hereby made a part of this Franchise. All construction within the initial
service area will be completed according to Exhibit A within eighteen
months [the "construction period"] after the date of issuance of the Certi-
ficate of Confirmation by the Board.
D. The energized trunk cable shall be extended throughout the initial service
area within eighteen months after the date of issuance of the Certificate
of Confirmation by the Board. All persons and entities along the route of
the energized trunk cable who desire them will have individual drops
installed and activated within the same eighteen-month period.
E. Grantee shall give residents 30 days' advance notice of the commencement of
construction affecting their property, which notice shall fully explain how
the work will be carried out.
F. The requirements of paragraphs A, B, C and D may be waived by City only
upon the occurrence of unforeseen events or acts of God, but in no event
shall the construction period be greater than five years from commencement
of construction.
SECTION 2. LINE EXTENSION POLICY A,,e4,d_A 6� li x6AIJ /11a-,43
Grantee's extension of service to those areas not included in the initial
service area shall be done pursuant to the following requirements:
A. Residences located outside the initial service area will be provided ser-
vice upon acceptance of a quote from Grantee. The quote shall not exceed
the cost to Grantee, calculated on a time and material basis, of extending
the cable and necessary cable equipment to service the residence.
B. Any nonresidential user requesting service will be provided service upon
acceptance of a quote from Grantee. The quote shall not exceed the cost to
Grantee, calculated on a time and material basis, of extending the cable
and necessary cable equipment to service said user.
SECTION 3. CONSTRUCTION TIMETABLE
A. Within 60 days after the granting of Franchise, Grantee shall apply for all
necessary permits, licenses, certificates and authorizations which are
required in the conduct of its business, including, but not limited to, any
joint use attachment agreements, microwave carrier licenses, or any other
permits, licenses and authorizations to be granted by duly constituted
regulatory agencies having jurisdiction over the operation of cable commu-
nication systems, or their associated microwave transmission facilities.
If after one year from the commencement of Franchise term, Grantee has not
received the permits, licenses, certificates and authorizations described
in this paragraph, City may terminate this Franchise without regard to
fault for delay in obtaining such permits, licenses, certificates and
authorizations.
B. Within 90 days after obtaining all necessary permits, licenses, certifi-
cates and authorizations, Grantee shall give written notice thereof to City
and commence construction and installation of System.
14
C. Any delays in the construction timetable or commencement of construction
shall result in penalties as provided in this Franchise, and continued
delays may result in the termination of this Franchise and all rights and
privileges of Grantee hereunder.
(1) Grantee shall promptly notify City of all delays known or antici-
pated in the construction of System.
(2) City may extend the time for beginning construction or may extend
the construction timetable in the event Grantee, acting in good
faith, experiences delays by reason of circumstances beyond its
control.
SECTION 4. CONSTRUCTION STANDARDS
A. Grantee shall not open or disturb the surface of any streets or public
property without first obtaining a permit from City for which permit City
may impose a reasonable fee to be paid by Grantee. The lines, conduits,
cables and other property placed in the streets and public property pur-
suant to such permit shall be located in such part of the street or public
property as shall be determined by City. Grantee shall, upon completion of
any work requiring the opening of any streets or public property, restore
the same, including the pavement and its grounds to as good a condition as
formerly and in a manner and quality approved by City, and shall exercise
reasonable care to maintain the same thereafter in good condition. Such
work shall be performed with diligence and due care, and if Grantee shall
fail to perform the work promptly, to remove all dirt and rubbish and to
put the street or public property back into the condition required hereby,
City shall have the right to put the streets or public property back into
good condition at the expense of Grantee. Grantee shall, upon demand, pay
to City the cost of such work done or performed, together with an addi-
tional sum as liquidated damages to be determined by City.
B. All wires, conduits, cable and other property and facilities of Grantee
shall be so located, constructed, installed and maintained as not to
endanger or unnecessarily interfere with the usual and customary trade,.
traffic and travel upon, or other use of, the streets and public property
of City. Grantee shall keep and maintain all of its property in good con-
dition, order and repair so that the same shall not menace or endanger the
life or property of any person. City shall have 'the right to inspect and
examine at all reasonable times and upon reasonable -hotice.> the property
owned or used, in part or in whole, by Grantee. Grantee shall"'keep
accurate maps and records of all of its wires, - conduits, cables and other
property and facilities located, constructed and maintained in the City.
Further, Grantee shall, without charge, furnish copies of such maps and.
records from time to time as requested by City.
C. All wires, conduits, cables and other property and facilities of Grantee,
shall be constructed and installed in an orderly and workmanline manner. .
All wires, conduits and cables shall be installed, where possible, parallel
with electric and telephone lines. Multiple cable configurations shall be
arranged in parallel and bundled with due respect for engineering consider-
ations.
15
D. Grantee shall at all times comply with all applicable laws, ordinances,
rules, regulations and codes, federal, state and local. In any event, the
installation, operation or maintenance of System shall not endanger of
interfere with the safety of persons or property in the City.
E. Whenever City shall undertake any public improvement which affects
Grantee's equipment or facilities, City shall, with due regard to reason-
able working conditions and with reasonable notice, direct Grantee to
remove its wires, conduits, cables and other property located in streets or
public property. Grantee shall relocate or protect its wires, conduits,
cables and other property at its own expense.
F. Grantee's plans for constructing its System, and the construction of the
System, shall be in accordance with its Offering. However, Grantee shall
comply with the following minimum requirements:
(1) Grantee shall construct underground in any area where another
line, either electrical or telephone, has been installed
underground.
(2) Grantee shall change from aerial to underground, at its own
expense, in any area where another line is hereafter changed from
aerial to underground.
(3) Grantee shall change from aerial to underground, without cost to
City, whenever requested by City, which request can be made for a
certain area or areas or for the entire System.
(4) To enable Grantee reasonable opportunity to change its wiring
from aerial to underground, and also to allow it to pre-wire all
new subdivisions or new development areas, City shall provide
Grantee with written notice of the following, but in no event
shall city have any liability for failure to provide notice of
the following:
(a) Any changes of which City has knowledge, or which City
may order, regarding a change from aerial to under-
ground of any line (telephone or electrical) within its
boundaries.
(b) Any underground trenching that may be pending.
(c) New subdivisions and development. All of such sub-
dividers or developers shall be notified of the Fran-
chise and the System.
(d) All Franchise changes affecting the wiring of the
System.
SECTION S. CONDITIONS ON USE
A. Grantee shall not place poles or other fixtures where the same will inter-
fere with any gas, electric or telephone fixture, water hydrant or main.
16
B. Grantee, at the request of any person holding a building moving permit and
with not less than five days advance notice, shall temporarily remove,
raise or lower its wires, conduits and cables. The expense of such tempor-
ary removal, raising or lowering of wires, conduits and cables shall be
paid by person requesting the same, and Grantee shall have the authority to
require such payment in advance.
C. Grantee shall have the authority, to the extent the City has authority to
grant the same, to trim trees upon or overhanging any street or public
property so as to prevent the branches of such trees from coming in contact
with the wires, conduits and cables of Grantee. All trimming shall be done
under the supervision and direction of City and at the expense of Grantee.
D. Nothing contained in this Franchise shall relieve any person from liability
arising out of the failure to exercise reasonable care to avoid injuring
the Grantee's facilities while performing any work connected with grading,
regrading or changing the line of any street or public place or with the
construction or reconstruction of any sewer or water system.
ARTICLE VI.
SYSTEM OPERATIONS
SECTION 1. INFORMATION AVAILABILITY
A. Throughout the term of this Franchise, Grantee shall maintain books and
records in accordance with normal and accepted bookkeeping and accounting
practices for the Cable Communications industry, and allow for inspection
and copying of them at reasonable times at its designated office. The
books and records to be maintained by Grantee shall include the following:
(1) A record of all requests for service;
(2) A record of all subscriber or other complaints, and the action
taken;
(3) A file of all subscriber contracts;
(4) Grantee policies, procedures and company rules; and
(5) . Financial records.
B. City shall give Grantee at least 24 hours notice before making inspections
of any books or records of Grantee.
C. Grantee shall file with City, at the time of its annual payment of the
franchise fee, as described in this Franchise, the following:
(1) A financial statement prepared by an independent certified public
accountant showing, in such detail as acceptable to City, the
gross revenues of Grantee for the preceding fiscal year.
(2) Current list of names and addresses of each officer and director
and other management personnel, and if a corporation, each share-
17
holder having stock ownership of three (3%) percent or more, and
if a partnership, all general partners, and if a general partner
is a corporation, the foregoing information shall be given as to
. the corporate general partner.
(3) A copy of each document filed with all federal, state and local
agencies during the preceding fiscal year not previously filed
with City (each of these filings shall be provided at the time
the filing is made).
(4) A statement of its current billing practices.
(5) A current copy of its rules.
(6) A current copy of its subscriber service contract.
D. City, its agents and representatives shall have authority to arrange for
and conduct an audit of and copy the books and records of Grantee. Grantee
shall first be given five days notice of the audit request, the description
of and purpose for the audit, and description, to the best of City's
ability, of the books, records and documents it wants to review.
SECTION 2. SERVICE CONTRACT
A. Grantee shall receive approval from City of the form and content of the
service contract to be used by Grantee prior to entering into any such ser-
vice contracts with subscribers, and the Grantee shall make no changes in
the approved service contract without prior written approval of City. The
service contract shall include, at a minimum, a schedule of all rates and
charges, description of services, instructions on the use of the system,
billing and collection practices.
B. The service contract shall further contain a statement as follows:
Grantee shall not, as to rates, charges, service facilities,
rules, regulations or in any other respect, make or grant any
preference or advantage to any person, nor subject any person to
any prejudice or disadvantage, provided, that nothing in this
Franchise shall be "deemed to prohibit the establishment of
special contracts or rates for heads of household who are 62
years of age or older or homebound persons, or for non-profit
charitable organizations, bulk rate discounts for multiple
dwellings, or for promotional or other marketing activities.
C. Grantee shall have authority to promulgate such rules, regulations, terms
and conditions governing the conduct of its business as shall be reasonably
necessary to enable Grantee to exercise its rights and perform its obliga-
tions under this Franchise and to assure an uninterrupted service to each
and all of its subscribers; provided, such rules, regulations, terms and
conditions shall not be in conflict with the provisions of the Franchise,
ordinances of City, and laws of the State of Minnesota or the United
States.
18
D. Each subscriber shall be provided with instructions on filing complaints or
otherwise obtaining information or assistance from Grantee.
E. All items described in this section shall be provided to each new sub-
scriber at the time a contract is entered or service begun, and to all
existing subscribers not less than once each year.
F. The term of a subscriber contract shall not be for more than 12 months dur-
ation unless after 12 months the contract may be terminated by the
subscriber at his option at any time, with no penalty to subscriber.
SECTION 3. SUBSCRIBER PRACTICES
A. There shall be no charge for disconnection of any installation or outlet.
If any subscriber fails to pay a properly due monthly subscriber fee, or
any other properly due fee or charge, Grantee may disconnect the sub-
scriber's service outlet, provided, however, that such disconnection shall
not be effected until after the later of (i) 60 days after the due date of
said delinquent fee or charge or (ii) ten days after delivery to subscriber
of written notice of the intent to disconnect. If a subscriber pays before
expiration of the later of (i) or (ii), Grantee shall not disconnect.
After disconnection, upon payment in full of the delinquent fee or charge
and the payment of a reconnection charge, Grantee shall promptly reinstate
the subscriber's cable service.
B. Refunds to subscribers shall be made or determined in the following manner:
(1) If Grantee fails, upon request by a subscriber, to provide any
service then being offered, Grantee shall promptly refund all
deposits or advance charges paid for the service in question by
said subscriber. This provision does not alter Grantee's respon-
sibility to subscribers under any separate contractual agreement
or relieve Grantee of any other liability.
(2) If any subscriber terminates any monthly service because of
failure of Franchise to render the service in accordance with
Franchise, Grantee shall refund to such subscriber the propor-
tionate share of the charges paid by the subscriber for the ser-
vices not received. This provision does not relieve Grantee of
liability established in other provisions of this Franchise.
C. If any subscriber terminates any monthly service prior to the end of a
prepaid period, a proportionate amount of any prepaid• subscriber service
fee, using the number of days as a basis, shall be refunded to the
subscriber by Grantee.
D. Continued failure by Grantee to provide services required by this Franchise
may, in the discretion of City, be cause for imposition of a penalty or
termination of this Franchise.
SECTION 4. FRANCHISE FEE RATES CHARGES CHANGES IN FEES AND PROCEDURES
A. Full Regulatory Power Reserved.
t
19
(1) All rates and charges shall be subject to regulation by City, in
a manner to be provided by Council. In the absence of any City
action taken to exercise rate regulation, Grantee shall be sub-
ject to the rate regulation provisions provided for herein, and
of the State or its agencies that may from time to time be
applicable.
(2) In addition to the power to regulate rates .and charges, City
hereby reserves the right to adopt regulations governing
Grantee's collection of advance charges and deposits, installa-
tion and reconnection charges, policies and procedures, discon-
nection charges, policies and procedures, and the availability of
refunds.
(3) Cost for installing any part of the System will be a factor in
the rate only if such cost was incurred within City.
(4) The territory for rates applicable to System shall be City and
all Cities then parties to a joint powers agreement relating to
the System.
B. Franchise Fee.
(1) Throughout the term of this Franchise, Grantee will pay to City,
within 60 days after the end of each fiscal year of Grantee, an
annual fee of five (5%) percent of all gross revenues. No pay-
ment will be allowed of any fee that is different from five (5%)
percent, other than the filing fee and payment required of the
successful applicant as established to recover the costs of fran-
chising. Grantee agrees to support any waiver required by the
FCC for the established franchise fee. The annual fee may be sub-
ject to renegotiation at such time as federal or state author-
ities no longer regulate the amount of the fee, but in no event
shall the renegotiated fee be less than five percent (5%) .
(2) Payment will be made to City with an itemization of the gross
revenues derived from the services in City.
C. Rates and Other Charges.
(1) - Rates and charges charged by Grantee for monthly service and
installation and other charges hereunder shall be uniform, fair
and reasonable and designed to meet all necessary costs of ser-
vice, including a fair rate of return on the original cost, less
depreciation, of the properties devoted to such service (without
regard to any subsequent sale or transfer price or cost of such
properties). bl 1I "41
(2) For two years after commencement of construction of System, or
until completion of all construction required by Article V,
Section 1 of this Franchise, whichever is longer as determined by
City, the maximum rates shall be the specific rates of Grantee as
included in Exhibit B, attached hereto and made a part of this
Franchise and known as Grantee Schedule of Rates.
20
(3) Service requests for maintenance or repair of Grantee's property
shall be performed at no charge to a subscriber. If such main-
tenance or repair is required as a result of damage caused by sub-
scriber, Grantee may charge as a maximum its direct costs for
material and labor for service calls to subscribers' homes.
(4) Rates for services not initially included in Exhibit B shall be
established only by amendment of this Franchise.
D. Rate Changes.
(1) No rate change shall be approved that would result in different
rates or charges for service to similarly situated subscribers in •
the rate territory, in the sole opinion of City.
(2) No rate or charge change will be approved unless all of the stan-
dards for review have been considered and evaluated and determin-
ations have been made, all pursuant to this Franchise.
(3) The standards for reviewing a proposed rate change will include
at least the following:
(a) The ability of the Grantee to render System services
and to derive s reasonable profit therefrom under the
existing rate schedule and proposed rate schedule;
(b) The revenues and profits derived from System services;
(c) Tax benefits received by Grantee, its partners or share-
holders, as the result of their investment in the Sys-
tem;
(d) Cash flow derived from System services;
(e) The efficiency of Grantee;
(f) The quality of the service offered by Grantee;
(g) The original cost of the System, less depreciation;
(h) A fair rate of return with respect to investments
having similar risks to that of providing cable commu-
nication services;
(i) The extent to which Grantee has adhered to the terms of
this Franchise;
(j) Fairness to residents and subscribers;
(k) Capital expenditures by Grantee in providing updated
technology and service to subscribers;
(1) The extent to which Grantee has then provided service
to schools, hospitals, libraries, publicly owned or
leased buildings and similar institutions within City;
21
A .
(m) Such other factors as City may deem relevant.
(4) The procedures to be followed in changing a rate or charge shall
include at least the following:
(a) An application for a rate change will be submitted to
City and a copy filed with the Board.
(b) The application shall be supported by statistical and
other proof indicating that the existing rate or charge
is inadequate and unreasonable and that the proposed
increases are required to enable Grantee to render ser-
vice to fulfill its obligations under this Franchise
and to derive a reasonable profit therefrom.
(c) The application shall include current information and
financial information with at least the following:
1. Balance sheet;
2. Income statement;
3. Statement of sources and applications of
funds;
4. Detailed supporting schedules of exl•anses,
income, assets and other items as may be re-
quired by City;
5. Statement of current and projected sub-
scribers;
6. A current list of rates and charges of
Grantee applicable to systems owned or
operated by its parent corporation or other
subsidiaries or affiliates of its parent cor-
poration at other locations;
7. A current list of rates and charges for other
systems in the seven county Metropolitan
area;
8. Cash flow derived from System services since
the commencement of this Franchise; and
9. Statement of tax benefits received by
Grantee, its partners or shareholders, as a
result of their investment in System.
(d) City will notify Grantee and Board and schedule a pub-
lic hearing on the request within two weeks from the
date of receipt of the application and the determin-
ation by City of its completeness. Grantee will notify
the public through providing notice for one week, each
day between 7:00 p.m. and 9:00 p.m. on two channels of
the date, place and time of the hearing. City will
publish notice ten days prior to hearing in its
official newspaper.
(e) After closing the public hearing, City will have 31
days within which to make its determination. Any ap-
proved change in rates or charges shall become effec-
tive upon the date determined by City.
22
r
(f) If City fails to approve the requested change or rates
or charges within the 31 day period, Grantee may appeal
pursuant to the then applicable procedures of the
Board.
(g) City may utilize a rate consultant to advise it on pro-
posed rate changes and to assist it in maintaining uni-
form rates within the rate territory. A rate consul-
tant may be any person who has sufficient background
and experience, in the sole opinion of City, to
properly evaluate and analyze rates and charges.
(h) All costs for the review of an application for a rate
or charge change shall be paid by Grantee upon demand
of City. The costs shall include, but not be limited
to, attorneys' fees, and the reasonable value of ser-
vices (as determined by City) rendered by City or any
city employees, agents or representatives of City.
(i) Any time limit may be waived only if City and Grantee
consent.
E. Periodic Reviews and Renegotiation.
The field of cable communications is a relatively new and rapidly
changing one which shall no doubt see many regulatory, technical, finan-
cial, marketing and legal changes during the term of the Franchise period.
Therefore, in order to provide for a maximum degree of flexibility in this
Franchise, and to help achieve a continued advanced and modern system, the
following renegotiation provisions will apply:
(1) City reserves the right to adopt rules and regulations con-
trolling the procedures and subjects for periodic reviews and
renegotiation. In the absence of any City action taken to exer-
cise these rights, Grantee shall be subject to at least the
procedures and subjects described in this section.
(2) City may require, at its sole discretion, System performance
evaluation sessions at any time during the term of this Franchise
or as required by federal or state law. Such evaluation sessions
shall be conducted by City within 30 days of the third, fifth and
tenth anniversary dates of the effective date of acceptance of
this Franchise by Grantee.
(3) All evaluation sessions shall be open to the public and notice of
sessions published in the same way as a legal notice. Grantee
shall notify its subscribers of all evaluation sessions by
announcement on at least two channels of the System between the
hours of 7:00 p.m. and 9:00 p.m. for five consecutive days
preceding each session.
(4) Topics which may be discussed at any evaluation session may
include, but not be limited to, service rate structures; fran-
chise fee; penalties, free or discounted services; application of
23
new technologies; system performance; services provided; program-
ming offered; community access; local origination; customer com-
plaints; privacy; amendments to this Ordinance; judicial, Board
and FCC rulings; line extension policies; and Grantee or City
rules.
(5) During a review and evaluation by City, Grantee shall fully co-
operate with City and shall provide without cost such information
and documents as City may request to reasonably perform the ser-
vice.
(6) If at any time during its review, City determines that reasonable
evidence exists of inadequate System performance, it may require
Grantee to perform tests and analyses directed toward such sus-
pected inadequacies at the Grantee's own expense. Grantee shall
fully cooperate with City in performing such testing and shall
prepare results and a report, if requested, within 30 days after
notice. The report prepared by Grantee shall include at least:.
(a) A description of the problem in System performance
which precipitated the special tests.
(b) What System component was tested.
(c) The equipment used and procedures employed in testing.
(d) The method, if any, by which such System performance
problem was resolved.
(e) Any other information pertinent to said tests and
analyses which may required by City, or determined
when the test is performed.
City may require that tests be supervised at Grantee's expense by
a consultant designated by City. The consultant shall sign all
records of special tests and forward to City such records with a
report interpreting the results of the tests and recommending
actions to be taken.
(7) As a result of a periodic review or evaluation session, City may
require Grantee to modify the System or to provide additional
services. Grantee will comply with any such requirement of the
City unless, in the sole opinion of City, technology does not
permit it, or Grantee establishes to the satisfaction of City
that the cost would prohibit the implementation of the modifi-
cation or the additional services.
SECTION 5. FRANCHISE RENEWAL
A. Grantee may apply for renewal of this Franchise not earlier than 18 months
prior to the expiration of this Franchise on forms provided by City. The
renegotiation period shall commence not less than 12 months before the
expiration of the Franchise Term.
24
B. Grantee may be approved, and this Franchise or modification to it may be
renewed or extended, by City in accordance with the then existing rules of
the FCC, the Board, the City and all other applicable laws, ordinances,
rules or regulations.
C. Nothing in this Franchise shall be construed to require renewal or exten-
sion of this Franchise.
D. City shall conduct an investigation and evaluation of the Grantee and the
System and the renewal proposal. This investigation and evaluation shall
be completed by City within six months after receipt of the application and
determination by City of its completeness.
E. Renewal of this Franchise may not be for more than 15 years, unless other-
wise permitted by federal or state law.
ARTICLE VII.
(Reserved)
25
ARTICLE VIII.
INDEMNIFICATION, INSURANCE, LETTER OF
CREDIT AND BOND
SECTION 1. GENERAL
A. All rights of City pursuant to indemnification, insurance, letter of credit
or bond, as provided for by this Franchise, are in addition to all other
rights the City may have under this Franchise or any other ordinance, rule,
regulation or law.
B. The exercise or failure to exercise by City of any rights pursuant to any
section of this Franchise shall not affect in any way the right of City to
subsequently exercise any such rights or any other right of City under this
Franchise or any other ordinance, rule, regulation or law.
SECTION 2. INDEMNIFICATION AND INSURANCE f ^„ J�k 4111 //2j X43
A. Grantee shall fully indemnify, defend and hold harmless, City, its
officers, boards, commissions, elected officials, agents and employees
against any and all costs, damage, expense, claims, suits, actions, liabil-
ity and judgments for damages, including but not limited to, expenses for
legal fees, whether suit be brought or not, and disbursements and liabil-
ities incurred by City in connection with:
(1) Damage to persons or property, in any way arising out of or
through the acts or omissions of Grantee or City, their respec-
tive servants, officials, agents or employees or to which
Grantee's or City's negligence or that of their respective ser-
vants, agents, officials or employees shall in any way
contribute;
(2) Arising out of any claim for invasion of the right of privacy,
for defamation of any person, firm or corporation, or the viola-
tion or infringement of any copyright, trademark, trade name,
service mark or patent, or of any other right of any person, firm
or corporation, except claims because of City's own programming;
and
(3) Arising out of Grantee's failure to comply with the provisions of
this Franchise, any federal, state or local law, ordinance. or
regulation applicable to Grantee or the System.
(4) Any and all claims which Grantee may now or hereafter have or
claim to have against City, its servants, agents, employees or
officials, due to or arising out of damage to any of Grantee's
property or equipment, including, without limitation, resulting
or consequential loss of income, injury to reputation, or any
other resulting or consequential damages of any kind, caused by
or resulting from acts or omissions of City or any of its ser-
vants, agents, employees or officials.
26
B. If suit be brought or threatened against City, either independently or
jointly with Grantee, or with any other person or municipality, Grantee,
upon notice given by City, shall defend City at the cost of Grantee, and if
final judgment is obtained against City, either independently or jointly
with Grantee, or any other defendants, Grantee shall indemnify City and pay
such judgment with all costs and satisfy and discharge the same.
C. City reserves the right to cooperate with Grantee and participate in the
defense of any litigation either through intervention or otherwise. Gran-
tee shall pay upon receipt of written demand from City, all expenses
incurred by City in defending itself with regard to any matters in this
section. These expenses shall include, but not be limited to, attorneys'
fees, and the reasonable value of services (as determined by City), ren-
dered by City or any employees, agents or representatives of City.
SECTION 3. INSURANCE 4 N e d J b
A. Grantee shall maintain liability insurance covering its obligations of
indemnification provided for in or as a result of the exercise of this
Franchise covering both the City and Grantee and shall maintain said insur-
ance during the entire term of this Franchise in the minimum amount of:
(1) $500,000 for property damage to any one person;
(2) $2,000,000 for property damage in any one act or occurrence;
(3) $1,000,000 for personal injury to any one person; and
(4) $2,000,000 for personal injury in any one act or occurrence.
B. Such insurance shall be with a company acceptable to City and shall other-
wise be in form and substance acceptable to City. Such insurance policy
with written evidence of payment of required premiums shall be filed and
maintained with City during the term of the Franchise. The above minimum
amounts shall be changed from time to time by Grantee as requested by City.
Grantee shall immediately give notice to City of any threatened or pending
litigation affecting this insurance.
C. Neither the provisions of this section nor any damages recovered by City
shall be construed to, or shall, limit the liability of Grantee.
D. No recovery by City of any sum by reason of the Letter of Credit or Bond
required in this Franchise shall be any limitation upon the liability of
Grantee to City under the terms of this section, except that the sum so
received by City from such Letter of Credit or Bond shall be deducted from
a recovery under this section, if for the same act or occurrence.
E. All insurance policies maintained pursuant to this Franchise shall contain
the following endorsement:
It is hereby understood and agreed that this insurance policy may
not be cancelled nor the intention not to renew be stated until
60 days after receipt to City, by registered mail, of written
notice of such intention to cancel or not to renew.
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SECTION 4. LETTER OF CREDIT
A. At the time of acceptance of this Franchise, Grantee shall deliver to City
an irrevocable and unconditional Letter of Credit, in form and substance
acceptable to City, from a National or State bank approved by City, in the
amount of $50,000.
B. The Letter of Credit shall provide that funds will be paid to City, upon
written demand of City, and in an amount solely determined by City in pay-
ment for penalties charged pursuant to paragraph C of this section, in
payment for any monies owned by Grantee pursuant to its obligations under
this Franchise, or in payment for any damage incurred as a result of any
acts or omissions by Grantee pursuant to this Franchise.
C. In addition to recovery of any monies owed by Grantee to City or damages to
City as a result of any acts or omissions by Grantee pursuant to the Fran-
chise, City in its sole discretion may charge to and collect from the
Letter of Credit the following penalties:
(1) For failure to complete System construction in accordance with
Grantee's initial service area plan, unless City approves the
delay, the penalty shall be Two Hundred D011ars ($200.00) per day
for each day, or part thereof, such failure occurs or continues.
(2) For failure to provide data, documents, reports or information or
to cooperate with City during an application process or System
review, the penalty shall be Fifty Dollars ($50.00) per day for
each day, or part thereof, such failure occurs or continues.
(3) For failure to comply with any of the provisions of this - Fran-
chise for which a penalty is not otherwise specifically, provided
pursuant to this Paragraph C, the penalty shall be Fifty Dollars
($50.00) per day for each day, or part thereof, such failure
occurs or continues.
(4) For failure to test, analyze and report on the performance of the
System following a request by City, the penalty -shall be Fifty
Dollars ($50.00) per day for each day, or part thereof, such
failure occurs or continues.
(5)- For failure by Grantee to modify the System or to provide addi-
tional services within 45 days after required by City following a
periodic review or renegotiation session the penalty shall be Two
Hundred Dollars ($200.00) per day for each day, or part thereof,
such failure occurs or continues.
(6) Forty-five days following notice from City of a failure of
Grantee to comply with construction, operation or maintenance
standards, the penalty shall be Two Hundred Dollars ($200.00) per
day for each day, or part thereof, such failure occurs or
continues.
(7) For failure to provide the services Grantee has proposed,
including but not limited to the implementation and the utiliza-
tion of the access channels and the making available for use of
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the equipment and other facilities to City, the penalty shall be
One Hundred Dollars ($100.00) per day for each day, or part
thereof, such failure occurs or continues.
(8) Each violation of any provision of this Franchise shall be con-
sidered a separate violation for which a separate penalty can be
imposed.
D. Exclusive of the contractual penalties set out above in this section, a
violation of any provision of this Franchise is a misdemeanor.
E. Whenever City finds that Grantee has violated one or more terms, conditions
or provisions of this Franchise, a written notice shall be given to Grantee
informing it of such violation. At any time after three days following
notice, City may draw from the Letter of Credit all penalties and other
monies due City.
F. Whenever a penalty has been assessed, Grantee may, within ten days of
notice, notify City that there is a dispute as to whether a violation or
failure has, in fact, occurred. Such notice by Grantee to City shall
specify with particularity the matters disputed by Grantee.
(1) City shall hear Grantee's dispute at the next regularly scheduled
Council meeting. City shall supplement the Council decision with
written findings of fact.
(2) Upon a determination by City that no violation has taken place,
City shall refund to Grantee without interest all monies drawn
from the Letter of Credit by reason of the alleged violation,
less all costs and attorneys' fees incurred by City as a result
of Grantee's appeal.
G. If said Letter of Credit or any subsequent Letter of Credit delivered pur-
suant hereto expires prior to 15 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 15 months after
the expiration of this Franchise. The renewed or replaced Letter of Credit
shall be on the same form and with a bank authorized herein and for the
full amount stated in paragraph A of this section.
H. If City draws upon the Letter of Credit, or any subsequent Letter of Credit
delivered pursuant hereto, in whole or in part, Grantee shall replace the
same within three days and shall deliver to City a like replacement Letter
of Credit for the full amount stated in Paragraph A of this section as a
substitution of the previous Letter of Credit.
I. If any Letter of Credit is not so replaced, City may draw on said Letter of
Credit for the whole amount thereof and hold the proceeds, without inter-
est, and use the proceeds to pay costs incurred by City in performing and
paying for any or all of the obligations, duties and responsibilities of
Grantee under this Franchise that are not performed or paid for by Grantee
pursuant hereto, including attorneys' fees incurred by the City in so per-
forming and paying. The failure to so replace any Letter of .Credit may
also, at the option of City, be deemed a default by Grantee under this
29
I
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.
SECTION 5. BONDS
A. At the commencement of this Franchise, and at all times thereafter until
Grantee has liquidated all of its obligations with City, Grantee shall
maintain with City a bond in the sum of Three Hundred Thousand Dollars
($300,000.00) in such form and with such sureties as shall be acceptable to
City, conditioned upon the faithful performance of Grantee of this Fran-
chise and the acceptance hereof given by Grantee and upon the further con-
dition that in the event Grantee shall fail to comply with any law, ordin-
ance or regulation, there shall be recoverable jointly and severally from
the principal and surety of the bond, any damages or losses suffered by
City as a result, including the full amount of any compensation, indemni-
fication or cost of removal of any property of Grantee, including a reason-
able allowance for attorneys' fees and costs (with interest at two (2%)
percent in excess of the then prime rate) , up to the full amount of the
bond, and which bond shall further guarantee payment by Grantee of all
claims and liens against City or any public property, and taxes due to
City, which arise by reason of the construction, operation, maintenance or
use of the System.
B. The rights reserved by City with respect to the bond are in addition to all
other rights the City may have under this Franchise or any other law.
C. City may, in its sole discretion, reduce the amount of the bond.
ARTICLE IX.
DEFAULT
F
SECTION I. NOTICE AND DEFAULT
A. City shall give written notice of default to Grantee if City, in its sole
discretion, determines that Grantee has:
(1) Violated any provision of this Franchise or the acceptance here-
of, or any rule, order, regulation or determination of the City,
state or federal government, not in conflict with this Franchise;
(2) Attempted to evade any provision of this Franchise or the accep-
tance hereof;
30
(3) Practiced any fraud or deceit upon City or subscribers;
(4) Made a material misrepresentation of fact in the application for
or negotiation of the Franchise; or
(5) Incurred a 12 month or more delay in the construction schedule.
B. If Grantee fails to cure such default within 30 days after the giving of
such notice (or if such default is of such a character as to require more
than 30 days within which to cure the same, and Grantee fails to commence
to cure the same within said 30 day period and thereafter fails to use
reasonable diligence, in City's sole opinion, to cure such default as soon
as possible), then, and in any event, such default shall be a substantial
breach and City, at its option, may elect to either cure the default or
terminate this Franchise as follows:
(1) City may cure any default for the account at at the cost and
expense of Grantee and all sums so expended by City, including
attorneys' fees incurred in curing such default, whether suit be
brought or not, with interest thereon at a rate per annum two
(2%) percent in excess of the then prime rate, shall be paid be
Grantee to City, upon demand, and failure to so pay upon demand
likewise may be deemed by City to be a default under this
Franchise.
(2) City may place the issue of revocation and termination of the
Franchise before the Council at a regular meeting of the City
Council. If City decides there is cause or reason to terminate,
the following procedure shall be followed:
(a) City shall provide Grantee with a written notice of the
reason or cause for proposed termination and shall
allow Grantee a minimum of 30 days subsequent to
receipt of the notice in which to correct the default.
(b) Grantee shall be provided with an opportunity to be
heard at a public hearing prior to any decision to ter-
minate this Franchise.
(c) In the event that City determines to terminate this
Franchise, the Grantee shall have a period of 30 days,
beginning the day next following written notice to
Grantee of such decision, within which to file an
appeal with the Board, pursuant to the then applicable
statutes and procedures of the Board. During such 30
day period and until the Board determines the appeal,
if an appeal is taken, the Franchise shall remain in
full force and effect, unless the term thereof sooner
expires.
(d) If Board approves of the action of City, the Franchise
shall terminate immediately. If Board disapproves of
the action of City, the Franchise shall remain in full
force and effect for the full term hereof unless sooner
31
terminated in accordance with the provisions hereof, or
applicable law or rules of Board.
SECTION 2'. CROSS DEFAULT
A. If Grantee should be in default under any of the terms or provisions of a
franchise, or acceptance thereof, of another city (then a party to a Joint
Powers Agreement relating to the System) , at City's option, to be exercised
by notice to Grantee given at any time while such default exists, such
default may be deemed by City a default by Grantee under this Franchise.
B. This section, or any other section or provision of this Franchise, shall
not be deemed to incorporate into this Franchise by reference any other
franchises.
ARTICLE X.
FORECLOSURE, RECEIVERSHIP AND ABANDONMENT
SECTION 1. FORECLOSURE
Upon the foreclosure or other judicial sale of all or a part of the System,
or upon the termination of any lease covering all or part of the System, Grantee
shall notify City of such fact and such notification shall be treated as a noti-
fication that a change in control of Grantee has taken place, and the provisions
of this Franchise governing the consent to transfer or change in ownership shall
apply without regard to how such transfer or change in ownership occurred.
SECTION 2. RECEIVERSHIP
City shall have the right to cancel this Franchise 120 days after the
appointment of a receiver or trustee to take over and conduct the business of
Grantee, whether in receivership, reorganization, bankruptcy or other action or
proceeding, unless such receivership or trusteeship shall have been vacated
prior to the expiration of said 120 days, or unless:
(a) Within 120 days after his election or appointment, such receiver
or trustee shall have fully complied with all the provisions of
this Franchise and remedied all defaults hereunder; and
(b) Such receiver or trustee, within said 120 days, shall have exe-
cuted an agreement with City, duly approved by the. Court having
jurisdiction in' the premises, whereby such receiver or trustee
assumes and agrees to be bound by each and every provision of
this Franchise.
SECTION 3. ABANDONMENT
Grantee may not abandon any portion of System without having given not less
than three months prior notice to City and Board. Further, Grantee may not
abandon any portion of System without compensating City for damages resulting
from the abandonment. The amount of damages resulting from abandonment and due
32
City shall be determined in the sole discretion of City. An abandonment of any
portion of the System as determined in the sole discretion of City shall be a
cause for termination of this Franchise by City.
ARTICLE XI.
PURCHASE OF SYSTEM
SECTION 1. GENERAL
A. If at any time Grantee receives a bona fide purchase offer for the System
which Grantee is willing to accept, a complete copy of such offer shall
promptly be given to City and City shall have the right to purchase the
System according to the terms of that offer. City shall exercise such
right by submitting to Grantee, within six months after City's actual
receipt of the bona fide offer, notice that City desires to purchase the
System pursuant to said offer. If City does not exercise such right the
System may be sold, but only on the terms submitted to City. If any
changes are made in the purchase offer given to City, such purchase offer,
as so changed, shall again be given to City and City shall have six months
from actual receipt by City of the offer, as changed, within which to exer-
cise its right to purchase the System pursuant to the offer, as changed,
all as above provided. If City does not exercise its right to purchase the
System pursuant to any offer given to City pursuant to this paragraph, and
the System is not sold to the buyer and on the terms set out in the offer
given to City, then the right of City to purchase the System shall con-
tinue, and all subsequent purchase offers shall be given to City pursuant
to this paragraph. Also, the City's right to purchase pursuant to this
paragraph shall survive every sale to a buyer and shall continue and be
binding upon every buyer of the System.
B. Upon forfeiture, revocation or termination of this Franchise, or at the
normal expiration of the Franchise term, City shall have the right to pur-
chase the System. Such right shall be exercised upon written notice to
Grantee given within six months after the occurrence of any such event.
SECTION 2. PROCEDURES
In the event City elects to exercise its right to purchase the System as
provided in Section 1B of this Article, the following shall then apply:
A. City and Grantee shall negotiate all terms and conditions of the purchase
of the System.
B. If City and Grantee cannot agree upon the terms and conditions of the pur-
chase, City shall have the right to proceed to arbitration. Arbitration
shall commence and proceed according to applicable Minnesota law except as
follows:
(1) The parties shall, within 15 days of City's decision to proceed
to arbitration, appoint one arbitrator each who is experienced
and knowledgeable in the purchase and valuation of business prop-
erty. Arbitrators shall each agree upon the selection of a third
arbitrator, similarly qualified, within 15 days after appointment
of the second arbitrator.
33
(2) Within 30 days after appointment of all, arbitrators and upon ten
days written notice to parties, the arbitrators shall commence a
hearing on the terms and conditions of the purchase in dispute.
(3) The hearing shall be recorded and may be transcribed at the
request of either party. All hearing proceedings, debates and
deliberations shall be open to the public and at such times and
places as contained in the notice or as thereafter publicly
stated in the order to adjourn.
(4) The arbitration panel shall be required to determine the purchase
price of the System according to the standards established in
paragraph C below.
(5) At the close of the hearings and within 30 days, the arbitrators
shall prepare written findings and make a written decision agreed
upon by a majority of the arbitrators which shall be served by
mail upon City and Grantee.
(6) The decision of a majority of the arbitrators shall be binding
upon both parties except that City may, in its sole discretion
and without any penalty or cost to City of any kind, withdraw its
offer to purchase within 90 days of receipt of the final decision
of a majority of the arbitrators.
(7) Either party may seek judicial relief to the extent authorized
under Minnesota Statutes, M.S.A. §572.09 and §572.19 as the same
may be amended, and, in addition, under the following circum-
stances
(a) A party fails to select an arbitrator;
(b) The arbitrators fail to select a third arbitrator;
(c) One or more arbitrator is unqualified;
(d) Designated time limits have been exceeded;
(e) The arbitrators have not proceeded expeditiously; or
(f) Based upon the record the arbitrators abused their
discretion.
(8) In the event a Court of competent jurisdiction determines the
arbitrators have abused their discretion, it may order the arbi-
tration procedure repeated and issue findings, orders and direc-
tions, with costs of suit to be awarded to the prevailing party.
(9) Cost of arbitration shall be borne equally.
C. The purchase price of the System to be paid by City shall be the cost less
depreciation (as shown on the books and records of Grantee) or market
value, whichever is less. Goodwill shall not be included in the purchase
price of the System.
I
34
D. Grantee expressly waives its rights, if any, to relocation costs that might
otherwise be.provided by law.
E. The date of valuation shall be no earlier than the day following the date
of revocation, forfeiture, expiration or termination of this Franchise and
no later than the date City makes a written offer for the System.
ARTICLE XII.
MISCELLANEOUS
SECTION 1. TRANSFER OF OWNERSHIP OR CONTROL •
A. This Franchise shall not be assigned or transferred, either in whole or in
part, or leased, sublet or mortgaged in any manner, nor shall title there-
to, either legal or equitable or any right, interest or property therein,
pass to or vest in any person without the prior written consent of City,
which consent shall not be unreasonably withheld. Further, Grantee shall
not sell or transfer any stock or ownership interest so as to create a new
controlling interest except with the consent of City, which consent shall
not be unreasonably withheld. The transfers described in this paragraph
shall, in the sole disc-etion of City, be considered sale or transfer of
Franchise within the meaning and intent in the following paragraph.
B. Any sale or transfer of Franchise, including a sale or transfer by means of
a fundamental corporate change, requires the written approval of City. Any
sale or transfer of Franchise shall be subject to the provisions of Board
rules prohibiting certain ownership. The parties to the sale or transfer
of Franchise shall make a written request to City for its consent. City
shall reply in writing within 30 days of actual receipt of the request and
shall indicate its approval of the request or its determination that a pub-
lic hearing is necessary. City shall conduct a public hearing on the
request within 30 days of such determination if it determines that a sale
or transfer of Franchise may adversely affect the Grantee's subscribers.
C. Unless otherwise already provided for by local law, notice of any such
hearing shall be given 14 days prior to the hearing by publishing notice
thereof once in a newspaper of general circulation in the City. The notice
shall contain the date, time and place of the hearing and shall briefly
state the substance of the action to be considered by City. Within 30 days
after the public hearing, City shall approve or deny in writing the sale or
transfer request.
D. Any sale or transfer-of Franchise, including a sale or transfer by means of
a fundamental corporate change, requires notification to the Board by City.
The notification shall be accompanied by the written certification of the
transferee that it meets all of the requirements established by City for
original Grantee including but not limited to technical ability and finan-
cial stability. City shall cause to be sent to the Board a copy of all
public documents related to sale or transfer of the Franchise.
E. The parties to the sale or transfer of only this Franchise, without the
inclusion of the System in which at least substantial construction has
35
commenced, shall be required to establish to the sole satisfaction of City
that the sale or transfer of only this Franchise is in the public interest.
F. For purposes of this section, fundamental corporate change means the sale
or transfer of a controlling interest in the stock of a corporation or the
sale or transfer of all or a majority of a corporation's assets, merger
(including a parent and its subsidiary corporation), consolidation or crea-
tion of a subsidiary corporation. For the purposes of this Section, funda-
mental partnership change means the sale or transfer of all or a majority
of a partnership's assets, change of a general partner in a limited part-
nership, change from a limited to a general partnership, incorporation of a
partnership, or change in the control of a partnership.
G. The word "control", as used herein, is not limited to major stockholders,
but includes actual working control in whatever manner exercised. As a
minimum, "control", as used herein, means a legal or beneficial interest
(even though actual working control does not exist) of at least five (5%)
percent or more. Every change, transfer or acquisition of control of
Grantee shall make the Franchise subject to cancellation unless and until
City shall have consented in writing thereto, which consent shall not be
unreasonably withheld. For the purpose of determining whether it shall
consent to such change, transfer or acquisition of control, City may
inquire into the qualifications of the prospective cintrolling party, and
Grantee shall assist City in any such inquiry and pay all costs incurred by
City in so inquiring, including City staff time at a value determined by
City.
H. In the absence of extraordinary circumstances, City will not approve any
transfer or assignment of the Franchise prior to substantial completion of
construction of System, as determined solely by City.
I. In no event shall a transfer or assignment of ownership or control be
approved without tranferee becoming a signator to this Franchise.
J. Any transferee shall be subordinate to any right, title or interest of
City.
SECTION 2. REMOVAL AFTER TERMINATION OR REVOCATION
A. At the expiration of the term for which this Franchise is granted, or upon
its revocation or termination, as provided for herein, City shall have the
right to require Grantee to remove, at Grantee's expense, all or any por-
tion of the System from all streets and public property within City. In so
removing the System, Grantee shall refill and compact at its own expense
any excavation that shall be made by it and shall leave all streets and
public property in as good a condition as that prevailing prior to Gran-
tee's removal of the System, and without affecting, altering or disturbing
in any way electric, telephone or other utility cables, wires or attach-
ments. City shall have the right to inspect and approve the condition of
such streets and public property after removal. The Letter of Credit,
Bonds, Insurance, Indemnity and Penalty provisions of this Franchise shall
remain in full force and effect during the entire term of removal.
36
B. If, in the sole discretion of City, Grantee has failed to commence removal
of System, or such part thereof as was designated by City, within 30 days
after written notice of City's demand for removal is given, or if Grantee
has failed to complete such removal within one year after written notice of
City's demand for removal is given, City shall have the right to exercise
one of the following options:
(1) Declare all right, title and interest to the 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.
(2) Declare the System abandoned and cause the System or such part
thereof, as City shall designate, to be removed at no cost to
City. The cost of said removal shall be recoverable from the
Letter of Credit, Bonds, Insurance, Indemnification and Penalties
provided for in this Franchise, or from Grantee directly as a
liquidated damage.
C. Any portion of the System not designated by City for removal shall belong
to and become the property of City without payment to Grantee and Grantee
shall execute and deliver such documents, as City shall request, in form
and substance acceptable to City, to evidence such ownership by City.
SECTION 3. WORK PERFORMED BY OTHERS
A. Grantee shall give notice to City specifying the names and addresses of any
other entity, other than Grantee, which performs services pursuant to this
Franchise, provided, however, that all provisions of this Franchise remain
the responsibility of Grantee.
B. All provisions of this Franchise shall apply to any subcontractor or others
performing any work or services pursuant to the provisions of this
Franchise.
SECTION 4. INTEREST RATE
For purposes of this Franchise, prime rate shall mean the interest charged
from time to time by the First National Bank of Minneapolis for 90 day unsecured
loans to commercial borrowers of the highest credit rating.
SECTION 5. GENERAL PROVISION ON RIGHTS AND REMEDIES
A. All rights and remedies given to City by this Franchise shall be in addi-
tion to and cumulative with any and all other rights or remedies, existing
or implied, now or hereafter available to City at law or in equity, and
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. No delay or omission of City
in the exercise of any right or remedy shall impair any such right or
remedy, nor shall any such delay or omission be construed to be a waiver of
37
or acquiescence to any default. The exercise of any such right or remedy
by City shall not release Grantee from its obligations, or any liability,
under this Franchise.
B. In addition to all other remedies granted or available to City, City shall
be entitled to the restraint by injunction of the violation, or attempted
or threatened violation, by Grantee of any terms or provisions of this
Franchise, or to a decree compelling performance by Grantee of any term or
provision of this Franchise.
SECTION 6. APPLICABLE LAWS AND COURT DECISIONS: SEVERABILITY
A. Grantee and City shall, at all times, comply with all laws, ordinances and
regulations of federal, state and City government relating to System and
this Franchise.
B. If any law, ordinance or regulation shall require or permit Grantee to
perform any service or shall prohibit Grantee from performing any service
which may be in conflict with the terms of this Franchise, then as soon as
possible following knowledge thereof, Grantee shall notify City of the
point of conflict believed to exist between such law, ordinance or
regulation.
C. If City determines that a material provision of this Franchise is affected
by such law, ordinance or regulation, City shall have the right to amend,
modify, alter or repeal any of the provisions of this Franchise to such
reasonable extent as may be necessary to carry out the intent and purpose
of this Franchise, and Grantee hereby agrees to such amendment, modifica-
tion, alteration or repeal of this Franchise.
D. To the extent any provision of the Offering or rules of Board are not
specifically set out in this Franchise or not validly incorporated herein
by reference, City from time to time may amend this Franchise to include
such provision effective as of the date of commencement of the Franchise
term or any such rule effective as of the date of commencement of the Fran-
chise term or adoption of the rule, whichever is later. Grantee, by
acceptance of this Franchise, consents to and agrees " to be bound by any
such amendments.
E. City reserves the right to revoke this Franchise and any right or privilege
of Grantee hereunder without incurring any obligation or liability to
Grantee if any provision of this Franchise shall be finally adjudged by a
court of law invalid or unenforceable, and if City further finds that such
provision constitutes at that time a consideration material to the contin-
uance of the Franchise herein granted.
F. If any term, condition or provision of this Franchise or the application
thereof to any person or circumstance shall, to any extent, be held to be
invalid or unenforceable, the remainder hereof and the application of such
term, condition and provision to persons or circumstances other than those
as to whom it shall be held invalid or unenforceable shall not be affected
thereby, and this Franchise and all the terms, provisions and conditions
hereof shall, in all other respects, continue to be effective and to be
complied with.
38
e
SECTION 7. GRANTEE WILL NOT CONTEST VALIDITY OF FRANCHISE
Grantee agrees that it will not, at any time, set up against City in any
claim or proceeding, any condition or term of this Franchise as unreasonable,
arbitrary, void or that City had no power or authority to make such term or
condition, but shall be required to accept the validity of the terms and
conditions of this Franchise in their entirety.
SECTION 8. INTERPRETATION BY CITY OF FRANCHISE
In case of any dispute or question as to the meaning, interpretation or
application of any term, provision or condition of this Franchise, the Council
of City in its sole discretion shall resolve such dispute or question.
ARTICLE XIII.
ADMINISTRATION AND ADVISORY BODY
SECTION 1. ADMINISTRATOR
The City Manager or the City Manager's designee shall be responsible for
the continuing administration of this Franchise. The administrator may be
changed by City from time to time by written notice given to Grantee.
SECTION 2. ADVISORY BODY
City may appoint an advisory body to monitor the performance of Grantee in
executing the provisions of this Franchise. The advisory body shall perform all
functions required of it by the Council and applicable laws, ordinances, rules
and regulations.
SECTION 3. DELEGATION OF AUTHORITY BY CITY
A. City reserves the right to delegate and redelegate from time to time any of
its rights or obligations under this Franchise to any body or organization.
B. Any delegation by City shall be effective upon written notice by City to
Grantee of such delegation.
C. Upon. receipt of notice by Grantee of City's delegation, Grantee shall be
bound by all terms and conditions of the delegation not in conflict with
this Franchise.
D. Any such delegation, revocation or redelegation, no matter how often made,
shall not be deemed an amendment to this Franchise or require any consent
of Grantee.
t
39
3
0
ARTICLE XIV.
JOINT SYSTEM, ACCEPTANCE,
INCORPORATION OF OFFERING, EXHIBITS, PUBLICATION
SECTION 1. OTHER FRANCHISES
A. The System intended for City, may be part of a joint system that serves the
cities of Eden Prairie, Edina, Hopkins, Minnetonka and Richfield,
Minnesota.
B. Grantee will, in good faith, apply for and accept, if offered to it, a
franchise (similar franchise) from each of the other cities on all the same
terms and conditions herein provided, except provisions omitted as inappli-
cable.
C. . Notwithstanding any other provision of this Franchise, if less than all of
the other of said cities offer a similar franchise to Grantee, which is
accepted by Grantee, Grantee or City may cancel this Franchise and all of
their obligations hereunder by written notice given to the other not later
than 30 days after all the other of said cities shall have formally acted
upon their respective franchise ordinances; provided, that if Grantee
elects to cancel this Franchise pursuant hereto, it must also cancel all
other franchises granted to it by the other of said cities effective simul-
taneously herewith.
SECTION 2. TIME OF ACCEPTANCE; GUARANTEE; INCORPORATION OF OFFERING; EXHIBITS
A. Grantee shall have 30 days from the last date of adoption of a similar
franchise by all of the cities listed in Section lA of this Article, to
accept this Franchise in form and substance acceptable to City. However,
in no event will acceptance occur later than 90 days after the adoption of
this Franchise, unless the time for acceptance is extended by City. Such
acceptance by Grantee shall be deemed the grant of this franchise for all
purposes.
B. Upon acceptance of this Franchise, Grantee shall be bound by all the terms
and conditions contained herein. Grantee shall provide all services and
offerings specifically set forth in the Offering to provide cable communi-
cation service within City and other cities included in or a part of a
joint system; and, by its acceptance of this Franchise, Grantee. specifi-
cally agrees that the Offering of Grantee, including all promises, offers,
representations and inducements contained therein, is specifically incor-
porated by reference and made part of this Franchise. The failure to refer
to the Offering in any specific provisions of this Franchise shall not be a
limitation on the obligation of Grantee to fully comply with the Offering.
Grantee further acknowledges that all promises, offers, representations and
inducements contained in the Offering of Grantee were freely and voluntar-
ily made to City by Grantee.
C. The Offering shall be permanently kept and filed in the Office of the City
Clerk and the originals or reproductions thereof shall be available for
inspection by the public during normal business hours. Also, the Grantee
40
may summarize the Offering in a manner acceptable to City or reproduce the
entire Offering, and shall have either at the following locations in the
following quantities:
(1) Office of the City Clerk - 1 copy;
(2) Administrator designated in this Franchise - 1 copy;
(3) Public libraries - 1 copy each;
(4) Office of the City Attorney - 1 copy;
(5) Hennepin County Law Library - 1 copy;
(6) Local office of Grantee - 1 copy;
(7) Office of any School District in City - 1 copy.
D. In the event of conflicts or discrepancies between any part of the Offering
and the provisions of this Franchise or between any part of the summary
made by Grantee and the Offering, those provisions which provide the
greatest benefit to City, in the opinion of the Council, shall prevail.
E. Grantee shall have continuing responsibility for this Franchise, and if
Grantee be a subsidiary or wholly owned corporate entity of a parent cor-
poration, performance of this Franchise shall be secured by guarantees of
the parent corporation in form and substance acceptable to City, which
shall be delivered at time of, and as part of, acceptance of this
Franchise.
F. With its acceptance, Grantee also shall deliver to City an opinion from its
legal counsel, acceptable to City, stating that this Franchise has been
duly accepted by Grantee, that the quarantees have been duly executed and
delivered, that this Franchise and the guarantees are enforceable against
Grantee and the guarantors in accordance with their respective terms, and
which opinion shall otherwise be in form and substance acceptable to City.
G. With its acceptance, Grantee also shall deliver to City true and correct
copies of documents creating Grantee and evidencing the power and authority
referred to in the opinion of Grantee's counsel, certified as of a then
current date by public office holders to the extent possible and otherwise
by an officer of Grantee.
H. Each exhibit is a part of this Franchise and each is specifically incorpor-
ated herein by reference. The exhibits are as follows: A , C4 hr
Exhibit A - Map of Construction by Area, Including Time Schedule.
Exhibit B - Rate Schedule
I. This ordinance shall be in full force and effect upon its passage and publi-
cation.
First Reading: December 15, 1980
Second Reading: December 29, 1980
Published in the Edina Sun on January14 and January 28, 1981.
41
CITY OF EDINA
By
ATTEST: J Mayor
by
Ci y Manager
This Franchise is accepted, and we agree to be bound by all its terms and condi-
tions.
MINNESOTA CABLESYSTEMS - SOUTHWEST
A Minnesota Limited Partnership
By: Minnesota Cablesystems, Inc. ,
a esota Corporation
I Par r
B •
S Prgsident
By
Its
Published in the Edina Sun on January 14 and 28, 1981.
42
i
(Duplicate ;Publication clipping filed in Ordinance Drawer)
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ow
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50 TH B FRANCE DETAIL
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SI TH B FRANCEDETAIL
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"APD
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7
R-4
� VALLEY VIEW a WOODDALE DETAIL
a,
ZONING
VILLAGE OF
MINNESOTA
E D I N A CABLESYSTEMS
HENNEPIN COUNTY
MINNESOTA
0 r r iL
so<. . ..c _ L
PARK
CHURCH t
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SCHOOL I :i t (
1
PAROCHIAL SCHOOLc
SCHOOL DIST BOUNDARY—
VILLAGE
OUNDARYVILLAGE LIMITS --- w �'''' , k, 41
0
� �
� I 111""""..'x- /�� J///III � A"• - � �-0"�';4�
INITIAL SERVICE AREA JJJ <
(ALL RESIDENTIAL ZONED AREAS) '" I i
ZONING DISTRICTST
R-I SINGLE FAMILY DISTRICT
R-2 TWO FAMILY DISTRICT Y
0 R-3 MULTIPLE FAMILY DISTRICT \ I{- -� _ 1 r 1• T• '._� ` ) T --�
R-4 MULTIPLE FAMILY DISTRICT -
®
R-5 MULTIPLE FAMILY DISTRICT
¢3�p2 PRD PLANNED RESIDENTIAL DISTRICT 1,2,3,4 55 �.�` I. �' � 77 r r �' t
4L NL
0-I OFFICE DISTRICT 1� I PCf,L ARK'
T4 A I
�.� RMD REGIONAL MEDICAL DISTRICT
® C-I COMMERICAL DISTRICT (NEIGHBORHOOD) \ /4/t iy ',11
�` EAR ,
® C Z UNITY) 1
- COMMERICAL DISTRICT (COMMI I' ` J•'t y .. J�Y
® C-7 COMMERICAL DISTRICT (REGIONAL)
- C-A COMMERICAL DISTRICT (AUTOMOTIVE) I \�
PC-( 1 PLANNED COMMERICAL DISTRICT
® APD AUTOMOBILE PARKING DISTRICT 1�f�^ o._ '.�� ` l //" � JC +(1 l[ _e NIRr-
- ,ot
® PID PL ANNEOINDUSTRIAL DISTRICT
CONSTRUCTION SCHEDULE
I I ,�, s 4 KIK 11,11•hl 11 1
9c �rrj�cly,
BY CENSUS TRACT
BOUNDARY µN..111cc,.
Ho \\ ,•»1111, "k6^i
NOTATIONS
Where un< c.incy axis[.with reaps[[ to the boundaries of any of chs die crit[• j,: •• '� 1� I, IPI 1
indicted 1111 chs zoning P.
[h< follouing rules •heli •pp ly: ` - �` '-• \ 'iv 4 I� (()IJJ.`Y Yy
�{1. Boundaries indicated. approxlmetely following a[ree to or tall rlgh[-of- j I ..•,v. �vW
way line••null be construed•• following_bri ghc-of-vay linea.
ed. l..i—tel following lot line. .h.11 b. [...[cued �®r�,
ni
2. Boundarl<. indict a apD Y
�.
.. fol loving such lot line..
roximacel ilei co scree[
'in or lot line•
7. Boundsrle• Sndic.ted u app Y para
shall b.con.[rued u being parallel the[eco.
A. Boundsrlas following.shoreline•hall be construed to follw such shoreline.
5. Where .pp 11cat ion of the.for acid rules leaves a o..ble doubt.s to the
boundaries becw n [vo dl.cricta, the regul.tion of
mo tee[r SctI,+I
dl.trict •h.11 g,,ern the enctre parcel In question, u,le..ro the is,determined g nl"
n R..rd of A ee.l. And Ad..[.encs.
by the PP 1
F ,
6. Wh•n•da[.11 for an.ru exist., le en.11 b . to have precedence
war tn.baa.up 10 dst.rmining di c 1 c boundarle•.
W f
As oago �[ 5
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,be e ttm e M e 5 ehLhcpct
bl e 11 .
.a11 et tens tt ?33-t [ r L d L1 'J' 01 k
The dotted 1 th_ " h 1 t
Construction leheenule In F .1 _ p
line repres,.nc= tnad rt,nr
bet-ellt31 2
„neo tno
1 ',5.11 �r,vnci
no,rn :`� twee nan..�� and .,dies - � • �., -
CAHILL RD.-W. 70 TH. DETAIL
R_j
R-4 8RAEMAR PARK
» 0 4 e
A
GOLF COURSES
71
.. r,Irl .a
THIS MAP IS A.
NOT THE"OFFICIAL ZONING MAP REFERENCED IN ` v: - J i ,��' Il2
4(+ �I �.
E DIVA VILLAGE ORDINANCE 811 (ZONING ORDINANCE I. BUT t• ,I� M �,r_. 1�>,,.. �; 1
RATHER IS A REPRESENTATION •F EXISTING ZONING.
r >.
EXHIBIT B
GRANTEE SCHEDULE OF RATES .
I . SUBSCRIBER NE WORK
A. Basic Rates .
1 . TIERS
Standard
150 Ft. Aerial Seniors &
Installation Monthly Hoi-iiebound
(First Outlet)
TIER J. Universal Service. $ 19. 95 Free Free
Converter not re-
quired for this
service
TIER 2 Family Service.
Subscriber owns
converter $ 19 . 95 $ 3 . 95 $ 3 .36
Subscriber rents
converter from
Grantee $ 19 . 95 Various Various
TIER 3 Full service.
Subscriber owns
converter $ 19 . 95 $ 5. 95 $
5. 06
Subscriber rents
converter from
Grantee $ 19 . 95 *Various *Various
TIER 3 Expanded Service.
(Expanded) ( Included converter
and unit) $ 19 . 95 $ 10 . 95 $ 9 . 31
2 . Rates will remain constant for two years after com-
mencement of construction of System or until completion of all
constr_u_-tion required by Article V, Section 1 of this Franchise,
whichever is longer_ as determined by City.
3 . Subscribers will have the Option of renting various
types of converters as follows :
Grantee Converter Rate Schedule
Initial Monthly
Description Rate
1 . Block Converter $ 1 . 00
2 . OAK L-35 1 . 50
3 . Scientific Atlanta '6700
-set-up converter 2 .50
-Descrambler option 3 . 00
-remote control option 4. 00
-addressable feature 5. 00
(not initially available)
The rental rate shall be added to the appropriate base rate
shown in the table above if the subscriber rents 'the converter
from Grantee. Subscribers may choose to rent or buy converters
from sources other than the Grantee, however, a Grantee converter
or descrambler will be necessary for premium services .
4. The standard installation rate will include the
installation of 150 feet 'or less of aerial cable drop to each
subscriber dwelling within the initial service area. Aerial
installations within the initial service area in excess of 150
feet will be charged.. at cost on a time and material basis .
Underground installations will be charged at cost on a time and
material basis . Free standard installation on TIERS 2 and 3 will
be provided within the first 30 days of energizing newly com-
pleted construction areas in the initial service area.
.5. For dwelling units located within the initial service
area but in areas where the density is lower than 40 homes per
street mile, Grantee retains the right to assess the following
additional installation: charges pul:Suant to the following con-
ditions :
-2-
Density/Mile Additional Cost Per
Installation
30 to 39 $ 40 . 00
20 to 29 $ 60 . 00
1 to 19 $ 80 . 00
a. There will be no free installation
period.
b. Grantee will make special financial ar-
rangements to allow subscribers to pay
the installation charges over time as
part of the monthly billing at the pre-
wailing terms on consumer loans .
C. The rates quoted are based on currently
projected costs of construction. Should
the cost of construction be less than
anticipated, installation charges will
be lowered accordingly.
6 . Senior Citizen and IIomebound discounts of 15% will be
offered on standard installation and monthly service of TIERS 2
and 3 . The discount is available to all dwelling units where the
head of the household is a senior, 62 years of age or older, or
homebound.
B. Extra Outlets .
*Installation (At
time of initial
Installation) Monthly
TIER 1 Converter not required $ 10. 00 each Free
TIER 2 Subscriber owns converter $ 10 . 00 each $1. 95 each
Subscriber resits converter
from Crantee $ 10 . 00 each ':;Vaiiuus
-3-
TIER 3 Subscriber owns converter $ 10 . 00 each $3 . 95 each
Subscriber rents converter
from Grantee $ 10 . 00 each **Various
*EaciZ outlet installed after the initial installation will be
$14. 95 each.
**Same Converter rental option as provided for under Section IA
of this Exhibit B.
C. Reconnection.
Charges for reconnection of existing installations shall be
$14. 95 for each reconnection regardless of the number of outlets .
D. Commercial Rates For Subscriber Network Services .
These rates will be subject to negotiation and will depend
on the number of outlets required and the type of services selec-
ted. A typical commercial- rate for department store requesting
10 outlets on TIER 3 with no converters and no premium pay would
be:
Installation (at Cost on a time and material basis)
Monthly Rate 1st outlet $15 . 00
2nd outlet $10 . 00
3rd outlet $ 5. 00
Additional
outlets $ 4. 00
E. FM Rates.
FM service is included in the rate structures for TIER 2 and
TIER 3 .
F. Multiple Dwellinq Pates .
1 . Rates will be negotiated depending on the type of
service requested and the number of dwelling units served.
Discounts are generally negotiated for Tiers 1, 2, and 3, and
subscribers have the option to pay individually for premium ser-
vices .
-4-
2 . Typical Percentage Discounts for Tier. 3 Service
Low Rise (Fewer than four stories
with no elevator) Fewer than 25 units - 5%
More than 25 units
High Rise 30 to 49 units - 10%
50 to 99 units - 15%
100 to 199 units - 20%
200 units upwards - 25%
3 . If the multiple dwelling is occupied by only senior
citizens or homebound persons or both, both the multiple dwelling
discount and the seniors and homebound discount will apply to the
monthly basic cable rate.
G. Miscellaneous Provisions Regarding Converters .
1. No deposit - will be charged on the rental of Grantee
converters . Grantee, however, reserves the right to institute a
converter deposit if excessive loss or damage to the converter
units is experienced.
2 . The various monthly converter rental rates include the
replacement and/or repair of defective units.
3 . Subscribers renting Grantee converters will have the
option to buy them at a price based on the type of converter and
length of time the converter has been rented.
H. Premium Services .
1 . Premium service rates shall be as follows :
MONTHLY
Home Theater Network $ 3 . 95
Home Box Office 7 . 50
CINEMAX 7. 50
The Movie Channel 7 . 50
Showtime 7. 50
Premiere 7 . 50
-5_ •
2 . A $1 . 00 per month discount will be offered to subscrib-
ers taking two or more premium services other than Home Theater
Network at any one time.
3 . Lockout devices will be available free of charge.
4. Installation for premium services shall be free with
the initial installation of Tier 2 or 3 service . Thereafter, any
number .of premium services added at the same time shall be added
at a maximum cost of $14 . 95 .
5 . Pay-per-view service shall be charged on the basis of
the event chosen. The range of charges is expected to be in the
order of $2 . 00 to $5 . 00 per event.
II . SERVICES TO GOVERMNENT AND EDUCATION FACILITIES
( INCLUDING LIBRARIES )
A. Installation Fees :
1. One cable outlet (per facility) Free
2 . More than one outlet (per facility) At cost of time
and materials
B. There shall be no monthly charge for Tier 1, 2, or 3 .
III . RATES FOR HOME SECURITY STATUS MONITORING
Installation Monthly
A. Single: fire alarm,
medic alert, or
security alert button $ 49 . 95 maximum $ 4. 95 maximum
Double : any two
services 99 . 95 maximum 5 . 95 maximum
Triple: all three
services 119 . 95 maximum 6.45 maximum
-6-
Intrusion sensor
system of Grantee or
other provider variable 4 . 95 up
depending on depending on
options taken options taken
and provider and provider
of system of system
B. This rate schedule is exclusive of other third party charges
that may be levied by emergency agencies or city licensing.
C. Promotional Discounts .
Rates in this Exhibit B are maximum rates . Grantee may
allow special discounts during promotional or other marketing
activities .
IV. INSTITUTIONAL NETWORK
A. Installation.
Grantee ' s installation charge will be based upon the cost of
material and labor. Grantee will provide an installation quote
free of charge on request of any potential institutional network
subscriber. Grantee may waive the installation charge .
Institutional subscribers must supply any conduits, race-
ways, trenches or other passages necessary to permit installation
of cable from the distribution line to . the location(s ) of the
terminal equipment.
B. Institutional Network Rates .
1 . Institutional rates depend upon the use (video or data
charinel ) , the number of points involved in the communication:,
whether the communication is one-way or two-way, and whether the
use is full-time (24 hours a day, 365 days a year) or only part-
time (on an hourly basis ) . Packet data rate-- are calculated on a
-7-
use basis per 1, 000 packets of data. One packet is 80 characters
or. less .
2 . Rates for transmission capacity do not include the
costs of terminal equipment modulators, modems, and demodulators .
3 . The institutional subscriber may be charged $20 per
month. For this charge Grantee shall provide communications
security system equipment installed on the subscriber' s premises
by Grantee. Such equipment may include addressable taps, trans-
mitter and filters or converter as required and allow access to
the special channels from 300 to 402 AIIIz .
4. Rates are as follows :
TYPE OF SERVICE RATE
a. For Video (6MIIZ" ) Cilannels, used full--time
twenty-four hours -a clay)
(1 ) One point to one other point on network $435/month max.
(2 ) One point to one other point on network
and return $865/month max.
(3 ) One point to all other points on network $3 , 000/month max.
(4 ) One point to all ,other points on network
and return $6, 000/month max.
b. For Video ( 6MIIZ) Channels , used *tart--time
(1 ) From one point to one other point on network $7 . 50/hour max.
(2 ) From one point to one other point on network
and return $15 . 00/hour mai,.
(3 ) From one point to all other points on network $50 . 00/hour max.
(4) From one point to all other points on network
and return $110. 00/hour may..
( 5 ) Special Teleconference Yearly Rate for one
hour ^r husin^` , d`;t�
�'` 1 $1, 800 . 00/year ... .
C. For data channel **, full-time (0 . 25MIiz )
(1 ) From one point to one other point on networ_] $36/month max.
(2 ) From one point to one other point on network
and return $.�r
6/month max.
(3 ) From one point to all other points on network $232/month max.
(4) From one point to all other points on network
and return $366/month max.
d. For data channel , full-time (0 . 50ITtiz )
( 1 ) From one point to one other point on network $52/month max.
(2 ) From one point 'to one other point on network
and return $100/month max.
(3 ) From one point to all other points on network $355/month max.
(4) From one point to all other points on network
and return $596/month max.
e. For data channel, full•-time (1 . 00 nHz )
(1 ) From one point to one other point on network $8.7/month max.
(2 ) From one point to one' other point ,on network
and return $16£3/month max.
(3 ) From one point to all other points on network $614/month max.
(4) From one point to all other points on network
and return $1, 050/month
f. For data channel , -full-time (2 . 00DTHz )
(1 ) From one point to one other point on network $157/month max.
(2 ) From one point to one other point on network
and return $308/month max.
(3 ) From one point to all other points on network $1, 132/month max.
(4) From one point 'to all other points on network
and return $1, 960/month max.
a
g. Packet Switching Data Network
(1 ) Data transmission charge $1 . 00/1000 pac;;c
(2 ) Connection to Packet Network $100
(3 ) Cable Access Processor lease $25/month
*To calculate the rate for FM video channels, multiply the 6MHz
rate by 2 . 3 .
**Data channels may be used for analog signal transmission such
as audio.
-10-
SUN
NEWSPAPERS
AFFIDAVIT OF PUBLICATION
EDINA SUN
7401 Bush Lake Road Edina, Minnesota
State of Minnesota
County of Hennepin
D.K.MORTENSON,being duly sworn,on oath says he is and during all times here stated has been the
vice president and general manager of the newspaper know as The Edina Sun and has full knowledge of
the facts herein stated as follows: (1) Said newspaper is printed in the English language in newspaper
format and in column and sheet form equivalent in printed space to at least 900 square inches. (2) Said
newspaper is a weekly and is distributed at least once every week. (3) Said newspaper has 50% of its
news columns devoted to news of local interest to the community which it purports to serve and does not
wholly duplicate any other publication and is not made up entirely of patents, plate matter and
advertisement. (4) Said newspaper is circulated in and near the municipalities which it purports to
serve,has at least 500 copies regularly delivered to paying subscribers, has an average of at least 75%
of its total circulation currently paid or no more than three months in arrears and has entry as second-
class matter in its local post-office (5) Said newspaper purports to serve the City of Edina in the County
of Hennepin and it has its known office of issue in the City of Edina in said county,established and open
during its regular business hours for the gathering of news, sale of advertisements and sale of
subscriptions and maintained by the managing officer of said newspaper or persons in its employ and
subject to his direction and control during all such regular business hours and devoted exclusively during
such regular business hours and at which said newspaper is printed. (6) Said newspaper files a copy of
each issue immediately with the State Historical Society. (7) Said newspaper is made available at single
or subscription prices to any person, corporation, partnership or other unincorporated association
requesting the newspaper and making the applicable payment. (8) Said newspaper has complied with all
foregoing conditions for at least one year preceding the day or dates of publication mentioned below. (9)
Said newspaper has filed with the Secretary of State of Minnesota prior to January 1, 1966 and each
January 1 thereafter and affidavit in the form prescribed by the Secretary of State and signed by the
managing officer of said newspaper and sworn to before a notary public stating that the newspaper is a
legal newspaper.
He further states on oath that the printed Oxdznanee NO. 1120
hereto attached as a part hereof was cut from the columns of said newspaper, and was printed
and published therein in the English language, once each week, for One successive weeks;
that it was first so published onwed—the 14th. day of Jan. 19 81
and was thereafter printed and published on every to and including
the day of , 19 and that the following is a printed copy
of the lower case alphabet from A to Z,both inclusive,and is hereby acknowledged as being the size and
kind of type used in the composition and publication of said notice,to wit:
abcdefghijklmnopgrstuvwxyz
Subscribed and sworn to before me this 14th, day of Jan. 19 81
MERIDEL M. HED'BLOM
� NOTARY PUBLIC•MINNESOTA
HENNEPIN COUNTY My commission expires July 2986
ORDINANCE NO.1120 the subscriber's television set is capable of pNg a color picture,that is on is
responded to by a 5etvice representative at the locationbleGrantee s7
ORDINANCE,INCLUDING ADDENDUM WITH EXHIBITS, tea'rid free from ghost i gas, with material degradation o[color complaint by Grantee withiall n 24 hours.I[reasonably possible
4NTISIG A FRANCHISE TO MINNESOTA CABLESYSTEMS- fidelity.The System shall produce a suun 1 Is undistorted on any receiver shall rectify the cause o[the calmd tainantme then file the is not Iain[ ¢
lire¢a s, P
Y
P
n'E9C,AMINNESOTA LIMITED PARTNERSHIP'
ofe subscriber. Grantee.al its expense,sha jpatall and maintain the System so as retch Ce�withint Y
AINTAIN'.A CABLE COMMUNICATION SYSTEM IN THE CITY; not W interfere with any Subscriber's receipt ¢I broadcast stations. prepare and maintain a record of all Com taints l
TNG FORTH CONDITIONS ACCOMPANYING THE GRANT OF (4)Ci[Y and Grantee Shall par p i
YCHISE;PROVIDING FOR REGULATION,AND USE OF THE B.The System Shall transmit or distrtbsignals[o all television and radia made to them.If at any time after the(Ming of a complaint with City,
MC AND PRESCRIBING PENALTIES FOR THE VIOLATION OF receivers of all subscribers without caust0 crassm,dulatron in the Cables or City determines,in its sole discretion,that the complaint slat on`sor 4
interfering with other electrical or electronic systems or the reception of violation of this Franchise, any law,ordinance or r g
ITS PROVISIONS other Television or radio receivers presents a failure in the performance of Grantee pursuant to this
The City Council of the City of Edina ordains: C.Grantee shall construct and mai fain a System that [least meets Franchise,City may,in addition to any other remedy available to i[,
STATEMENT OF INTENT AND PURPOSE nniniumm technical standards now or hecebfoer Promulgated by the FCC 'sue written notice specifying the nature of the complaint and ordering
interns,by the adoption of this Franchise,to bring about the rata[ng to cable communications system;provided,however,that in no Grantee to appear at the next regularly scheduled Council meeting.At
nt of a System, and the continued operation of it. Such vent shall the technical standards requited to be met by Grantee be less said Con nett meeting,Grantee shall explain its failure to rectify the _
nt can contribute significantly to the communication needs and stringent than the FCC standards in effecC'at the time of the adoption o[the complaint and show cause why the Council should not institute default
any. Further, the City may achieve better utilization rid Ordinance,nor shall Grantee be required,to meet minimum FCC technical proceedings Pat by Grantee to appear may result,at the sale
:nt of public services with the development and operation of a L'dndards which apply solely to cable communications systems[or which discretion o[City,in the termination of this Franchise.
cations System. franchises are granted subsequent to the ceptance o[this Franchise. ARTICLE V.
dies,participated in by City,have led the way for organizing a D.The System shall be Installed and>remain capable of using all band CONSTRUCTION,INITIAL SERVICE AREA
uocuring and securing a Cable Communications System deemed e` t and of passing the entire VHF-lynds,mid-band,super-bands and LINE EXTENSION AND CONSTRUCTION STANDARDS
to the City,in the judgment of the Council,This has resulted in the Fduipm d up to 402 MHz. .i� SECTION 1.INITIAL SERVICE AREA
and adoption of this Franchise ME.The System shall be designed for and operated on a 24 hours a day A.Engineering and design shall he completed within one year after date of
FINDINGS continuous operation basis- granting of this and
and a significant amount of construction,in the
'e of Grantee's proposal and application and as a result o[public F.Grantee shall specify the procedure faeinilfally and suhsequentlytesting opinion off y,shall be completed within one year after Grantee's receipt of i
he City Council makes the following findings: the technical capacity o[the System antl agrees to have City select a all necessary governmental permits, licenses, certificates and author-
antee's technical ability,financial condition,legal qualifications, consultant to review and perform such testing procedure.The results o[any iz tions.
:ter were considered and approved in a full public proceedtng after tests required by the FCC shall be filed witkin ten days of the conduct of such B.Grantee shall provide service ti all residences now or hereafter within
and reasonable opportunity[o be heard: tests with[he City and[he Board.Othert¢presenca[ives of City may be the initial service area as such area is identified on the map attached hereto
tee's plans for constructing and operating the System re present during testing.The tests may be.done annually at such times as is as Exhibit A and made a part hereof.
and found adequate and[eastble in a full public proceeding after determined by City,with notice[o Grantee.All expenses for all such tests C.Construction maps and schedules,included as a part o[Exhibit A are
and reasonable opportunity to be heard; shall be paitl by Grantee. also hereb de a t 0[Lis Franchise.All construction within the initial
ncbise granted[o Grantee by City Complies with the existing SECTION 3.TW 0-W AY CAPACITY vice area will be coin leled according Lo EzhibiLAwithin eighteen months
,Minnesota Statutes and regulations and Franchise standards of Grantee shall initially activate and thereafter maintain a two-way capable (the"construction period")after the date o[issuance of the Cernfica[e of
1 anchise ted to Grantee is nonexclusive. System(audio.video and data impulse).,'This will include fully interactive • Conhrmation by the Board.
r gran set,
e ice apebility Vrovided by a centralised computer system and custom- D.The energ'zed trunk cable shall be extended throughout the initial
ARTICLE I. i rd subscriber home terminals, backed up by full standby powering 'rvice area thin eighteen oaths after Ilia date f issuance of the
SHORT TITLE AND DEFINITIONS throughout the System. ' :'!. Certificate of Confirmation by the Board.All persons and entities along the
N 1.SNORT TITLE SECTION 4.FACILITIES route of the energized trunk cable who desire them will have individual drops
finance shall be known and cited as the Cable Communications The Grantee shall construct,maintain and con[tnue to provide all Iacilities in tailed and activated within the same eighteen-month period.
and equipment se[forth in the Offering including,but not limited lo,the E.Grantee shall give residents 30 days'advance notice of the commence-
,�2.DEFINITIONS headend,hubs,distribution System,studios,"T"no n[and other facilities. ant of construction affecting their property,which notice shall fully explain
iurpose of the Franchise,Ilia following terms,phrases,words and Grantee's plan,as set forth in the O[terivg,tar implementing the construe- how[he work will be carried out.
ations shall have the meaning given herein.When not inconsistent tion,utilization and maintenance of these char Mop,including its plans[or F.The requirements of paragraphs A,B,C and D may be waived by City
iI onsest,words used in the present tense include the future,words in omtiliza ng future growth and changing needs and desires,shall be fully only upon the occurrence of unforeseen events or acts of God,but in ria event
her include the singular number,and words in the singular and timely performed. - shall the an
period be greater than five years from commencement
rum iclude the plural number. The words Shall" d"wdl"are SECTION I.SPECIAL CHANNEL AND..ACCESS REQUIREMENTS o[construction.
and"may"is permissive.Words not defined shall be given their A.Grantee will carry broadcast slatlon9 in accordance with FCC rules as SECTION"LINE EXTENSION POLICY
rid ordinary meaning. from time to time revised. - Grantee's extension of service to those areas not included to the initial
i Service" ns a 11 subscriber services provided by Grantee B.No converter will be required for tD�a en channels o[the Universal service area shall be done pursuant to the following requirements:
he delivery of broadcast sig Is,covered by the regular monthly Service Tier.Converters maybe required 'r the Family Service Tier and for A.Residences located outside the initial service area will ll provided
id by ails bscribers,excluding optional services for which a the Full Service and Interactive Tiers.A eharg for lease or Purchase from s rvice up acceptance of a yenta from Grantee.The quote shall not exceed
h rge i made. Grantee may be made by Grantee,ora subscriber may tease or purchase a [he cast to Grantee,calculated on a time and material basis,of extending the
rd"mea the Minnesota Cable Communications Board. converter from any other source. For yyrean services Grantee may cable and necessary cable equipment to service the residence.
means City of Richfield,a municipal corporation,in the State of require the use of a Grantee converter or tlescrambler. - B.Any nonresidential user requesting service will b provided service upon
C.Channe112 shall be an emergency channel operated by Cit
acceptance a[a quote from Grantee.The quote shall not exceed the cost to
;s IV Channel"means a signaling path provided by a System to D.Grantee will provide an audio/visual emergency alert override system 'Grantee,calculated on a time and material basis,of eztendingthe cable and
ignals of any type from a subscriber terminal to another point in that will permit the initial interruption by City of all audio(including FM) necessary cable equipment to service said user.
and video progfamming. ¢SECTION 3.CONSTRUCTION TIMETABLE
nection"mans the attachment of the,drop to the first radia or E.Grantee shall provide at leas[seven channels for access use(including p.Within 60 days after the granting of Franchise,Grantee shall apply for
set of the subscriber. ne[or each o[the following uses:public,government,leased,educational, all necessary permits,li enses,certificates.and authorizations which are
erter" n electronic device,which converts signals[o a �egionaD.All residential subscribers who receive all or any part of the total required in the conduct ofitbusiness,including,but not limited to,any joint
not susceptible to interference within[tie television race'er f a services offered Ilia System shall alsareceive all of said seven ccess use attachment agr ements, microwave carrier licenses, or any other
and by an appropriate channel selector also permits a subscriber channels a[no additional charge.These.'chdnnels shall be activated upon Permits,licenses and authorizations to be granted by duly constituted
basic subscriber ignals included in the basic service delivered at System activation and thereafter maintaihed.Grantee shall establtsh rules regulatory agencies having jurisdiction over the operation of able cam-
I reverter dial locations. and regulations prior[o System etivativn far the use of access channels unicaIton systems,or their associated microwave transmission facilities.If
nett"means the governing body of City, which shall be approved by City before implamentation and thereafter shall after one year from the commencement 9'Franchise term,Grantee has not
p"shall mean the cable that connects the subscriber terminal to not be altered or amended without approval of City.In preparing such rules: received the permits,licenses,certificates and authorizations described in
t feeder cable of the cable. (1)Grantee shall provide an equal opportunity for use of access services. this paragraph,City may terminale this Franchise without regard to fault for
shall mean the Federal Communications Commission and any (2)Grantee will consider needs assessments prepared by City. delay in obtaining such permits,licenses,certificates and all
pointed,designated or elected agent or successor. (8)Grantee shall develop a plan to allocate to City a reasonable use and B. Within 90 days after obtaining all necessary permits, licenses,
nee"is Minnesota Cablesystems-Southwest,a Minnesota Limited (at r Schedule of channel time,use of equipment and facilities so that it certificates and authorizations,Grantee shall give written notice thereof to
ip,its agents or employees can receive programming unique to its needs. City and commence construction and installation of System.
ss Revenues"shall mean all revenue derived directly or indirectly (4)Grantee will comply,al a minimum,with the requirements a[Ci[y and C.Any delays to the canstructron timetable or commencement of construe-
,its affiliates,subsidiaries,parent,and any person in which the Board now or hereafter adoptedar determined by City or the Board tion shall result in penalties as provided in this Franchise,and continued
as a financial interest of five percent(5%)o more from or in regarding access channels.Such reglarements of the Board are hereby _ delays may result in the termination of this Franchise and all rights and
with the operation o[the System,including but not limited to, made a part of this ordinance and include the following: privileges of Grantee hereunder.
scriber service nthly fees,pay cable fees,installation and (a)Grantee shall,to the extent of tMSyslem's available channel capacity, (1)Grantee shall promptly notify City of all delays known or anticipated in
n fees,leased rchannel fees,converter rentals,studio rental, provide to each of its subscribers who receive all or any part of the fatal Is
the construction of System.
anfees,
and personnel fees,and advertising revenues.The vices offered an System,reception neat least one specially designated non- (2)Ci[y may extend[hetrmefor beginning construction or may extend the
not include any taxes on services furnished by Grantee and commercial public access channel available for use by Ne general public an a construction timetable in the event Grantee,acting io good faith,
lirec[ly upon a y subscriber or user by the State,City or other first come,nandtscrimulatory basis;at least one specially designated access experiences delays by reason of circumstances beyond its control.
mal unit and collected by Grantee on behalf of said governmental channel[or use by local educational.euthonnes; at least One specially SECTION 4.CONSTRUCTION STANDARDS
designated ted access channel available far kmal8ovemmeM use;and at least ane A.Grantee shall not open or disturb the surface of any streets or public
Ration"means the connection o[the System from feeder cable to spa�a0y designated access chantrel available for lease on a E[rnme,non- property without first obtaining a permit from City for which permit City
�f con cline. discrimioa[ory basis by commercial andnonmmmercial users(hereinafter m y impose a reasonable fee to be pard by Grantee.The lines,conduits,
kout Device"is an optional mechanical or electrical accessory too the"access channels").SubscribeL
vingonlyalaystemservices or cables and other propertyplaced in the streets and public property pursuant
s terminal which inhibits the viewing o[a certain channel or only data transmission services fauter operated functions shag be ez- to such permit shall be located in such part of the street or publtp operty as
irovided by way of cable communications system. a pt fromreqiremnthe ecWm shag he used for at least one shall be determined by City.Grantee shall,upon completion o[any workggof Grantee"of"Offering shall mean that certain document f the specially designated nrnceal public access channels requved. requiring the opening of any streets or public property,restore the same,
ember51s8o,entitled "Offering [Grantee" and signed by No charges shall be made!or time or
playback o[prerecorded including the pavement and its grounds to as good ndihon as formerly and
an,
d City,which document is on.file with the City Clerk. programming on at oast one of the specially designated noncommercial public in a manner and quality approved by City,and shall exercise reasonable care
)lie Property"is any real Property owned by City other than a access charnels.However,personnel,egmpmesehig protluMion costs may be to aintain the me thereafter m goad conAiti9n.Such k shall be
ambler/Descrambler"refers respectively la the equipment in- ssessed for five studio presentations exceeding five ores length. performed with diligence and due care,and if Grantee shall ft the perform
the cable communications system's headend equipment and Charges for such production costs and any tees for use of other public access the work promptly,to remove all dirt and rubbish and to put the street or
r
term at used[o uis0la[e pay cable and other ancillary service channels shall be consistent with the goalatording the publicabwcoat means public property back into the conditon required hereby,ittc shall have the
'rom basic service which is accom lished by electronically distort- o[television access.Access facgities,equipment and/or channel lime will be right to put the streets or public property back into good can at the
P ode available to the general public,any group or individual esrdenl N City expense o[Grantee.Grantee shall,upon demand,pay to Ctty the cost of such
goal prior to its transmission throuegah the cable communications for We production Sita/or cahlecasbng of nonrommercad programming free of ork done or performed,together ith an additional sum as liquidated
nd r onstituting the signal at ch authorized location for charge on a first mine,_nondiscriminatory basis. damages to be determined by City.
I display. (h)Whenever any.of the access channels are fn use dunrig 80 percent B.All wires,conduits,cable and other property and facilities of Grantee
!walk"is the portion of a street delineated for pedestrian travel. of the weekdays(Monday-Friday),for 80 percent of the time during any shall be so located,constructed,installed and maintained as not to endanger
:et' shall mean the surface of and the space above and below any consecutive three hour period for-six weeks running,and there s or unnecessarily interfere with the usual and customary Vade,traffic and
et,road,highway,freeway,lane,path,public way,alley,court, demand for use of an additional channel[or the same paurnease,Grantee [ravel upon,or other use of,the streets and PODIic property of City.Grantee
houfevard,parkway,drive or any easement orright-of-way now or hall then have si mo the is which to provide w specially shall keep and maintain all of its property in good candifion,order and repair
held by City which shall,within its proper use and meaning in the designated access channel far the same purpose at no additional cost to so that the same shall not menace or endanger the life or proparty of any
on of City,entitle Grantee to the use thereof tar the purpose of subscribers. person.City shall have[he right to inspect and examine at all reasonable
or transmitting over poles, wir s, cables, conductors,ducts, (c) The r les and regulations established by the Grantee a d times and upon reasonable notice the property owned or used,iv part or in
Sults,manholes,amplifiers,appliances,attachments and other approved by City governing the access channels shall be filed with the whole,by Grantee.Grantee shall keep accurate maps and records of all of its
ay be ordinarily necessary and pertinent to a System. Board within 90 days after any such channels are pis[into use. wi es,conduits,cables and other property and facilities located,constructed
'�CC'shall mean the Southwest and CATV Study Commission. (d)Subscribers receiving programs on one or more special service and maintained in the City.Further,Grantee shall,without charge,furnish
set
'ber"means any person or entity who subscribes to a service channels without also receiving the regular subscriber services may cores of such maps
ap and records from time to time as requested o C ra
iy Grantee by means of or in connection with the System regardless receive only one specially designated composite access channel cam- C.All wires,conduits,cables and other property and facilities of Grantee,
a fee is paid for such service. posed of the programming on access channels.Subscribers receiving shall be0�constructed and installed to in orderly and workm ib", manner.All
tem' an a ystem o[antennas,cables,wires,lines,towers, only alarm system services r my data transmission services for fres, 0ndurts and cables shall be installed,where possible,parallel with
21 r others n
doctors.converters,equipment or facilities,de- computer operated functions shall not be included in this requirement electric and telephone Irnes.Multiple cable configurations shall be arranged
I constructed for the purpose of producing,receiving,transmitting, (5)The Grantee shall comply,at admin imum,with the requirements o[City ppa Ilei and bundled with due respect[or engineeringg siderations.
g and distributing,audio,video and other farms of electronic or and Board,now or hereafter aopted by City-or Board regarding public in D.Grantee shall a[all times comply with all applicaAle laws,ordinances,
stgnals,located in City.Said definition shall not include any system use of its equipment,including the following: rules,regulations and codes,federal,
state and local.I n any0 ant,Ilio¢
'ernal to on r 'areeine man ole unlit dwellings under common (a) Grantee shall make re dd available for otitic use at least nstallation, Aeration or maintenance f System shall of ndanger 1
control or manage tit,u d does of use City streets or other inimalrequipment necessary for the production.of programming and interfere with[he safety 0f persona or property in the City.
operty. In any event, system defined herein shall not be playback o[prerecorded programs for Me specially designated non- E.Whenever City shall undertake any publte improvement which attack
I with the definition as set out in the rules of the Board. commercial Public access channel. The Grantee shall also make Grantee's equbjment or facilities,City shall,with due regard to reasonable
ARTICLE IL readily available upon needs be in�o awn,¢he m e uipmenI working conditions and with reasonable notice,direct Grantee to remove it:
inimum w;r•>:, conduits. cables and other property located in streets or public
%RANT OF 1j(THORITY AND GENERAL PROVISIONS ,oro "-"^�'9"'�"�' ,on of „r proremit,re.cat..rnu4,ulxm cables ane
or
t bias a d office`property located streets t cablesaa
p pe�[y G ante hall relocate protect its wire
deth battery operated Para a qn - other roperty t Its own expense
Shy grants to C,rantee,a nonexclusive franchise subject to all of the (b)Need within the meaning of this p .graph shall bed[ermined in F Grantees plans for constructing ice System and the con tr etion of I
rid conditions as herein p avided: the sole discretion of City or by subsc i_ r petition.Said p t tion must System,shall be in a cordance with Its O[fenng,However,Grantee sh
antee shall accept[his Franchise in the[o:lowing manner,and not contain the signatures of a[least 10 gpe enc f the subscribers o[ comply with the following minimum requirements:
an the time set out m Article XIV,Section 2: System,but in no case more than 500 no war than 100 signatures. 0(1)Grantee shall construct underground in any area where another li'.
5 Franchise will be properly executed and acknowledged by Grantee SECTION 6.INSTITUTIONAL NETWORK [her electrical or telephone,has been installed underground.
�d delivered to City. The System shall Include at a miniimm� separate institutional tele- (2)Grantee shall change from aerial to underground,at its own expense:
the same time as delivery of the executed Franchise,Grantee shall communications network,interconnected witb the subscriber network,of any area here another line is hereafter changed from aerial
posit with City its nonrefundable pc ep[once tee' the sum of i ht sections with a combined transmission cap.city of 472 channels,with derground. thou[cost to Ci
0,000.00,[or the purpose f defraying the casts and expenses of full two-wayd�dp'
ability Said network shall beuffered,activated,expanded, (a)Grantee shall change from aerial to underground,wi
,,eloping this Franchise and for[he enforcement and administration marketed aneloped at a minimum in full compliance with the Offering. whenever requested by City,which request can be made for a cert:
Sts to be incurred until other Franchise tees may be realized If such Need for the isionofinstitutional.service Shall be determined in the sole ea o areas or for the entire System.xis to City exceed the sum of$20,000.00,City may charge such excess discretion of y. t t tochange its whing frSte to Grantee and Grantee Shall pay them on demand byCi[Y SECTION SERVICE TO PUBLIC BUILDINGS AND EDUCATIONAL (4)To enable Grantee reason nd eaopportunity
so otonallow 't to pre-Wire all n
I
Security deposits,Letters of Credit,insurance contracts,'a cep- aerial to underground, a
INSTITUTIONS Subdivisions d new development areas,City shall provide Grantee w
s,vbonds,attorneys'opinions,organizational and creation due.- Grantee shall provide,ata minimum,subscriber and institutional network ritten. once o[the following,but inn vent shall city have a
ants and guarantees required of Grantee by this Franchise,shall be Service
a to all publicly ownetl buildings,in City(City Hall,police department, liability for failure[o provide notice of the following.
livered with the executed Franchise and in accordance therewith. fire department,schools,libraries,etc.),all educational institutions in City, (a)Any changes of which City has knowledge,or which City m
ION 2.AUTHORITY GRANTED and all buildings now or hereafter wh.11Y or to owned or leased for der,regarding a Change from set at to Underground o[any li
y grants[o Grantee the permission to
use
streets for erecting, governmental use by any state,federal or local government in City,or owned (telephone or electrical)within its boundaries.
•ting.operating and maintaining the System.Other rights necessary or Iease0 by school districts or educational institutions in City,all as set out fn (b)Any underground trenching that may be pending.
System on other public or private property must be obtained by the Offering.Need for either or both of such network services as referred to in (c)New subdivisions and development.All of such subdividers
but City shall have no obligation to give or grant or assist in the Offering shall be determined in the sole discretion of City. - developers shall be notified of the Franchise and the System.
gthe same. - SECTION S.INTERCONNECTION (d)All Franchise changes affecting the wiring of the System.
I tee shall construct and maintain the System so as not to�n[erfere Grantee w'll co ply th all present and future rules,regulations and SECTION S.CONDITIONS ON USE
ses f streets.Grantee shall make use of existing poles and other orders of the(Board regarding interconnectionof systems,and will cooperate A.Grantee shall not place poles or other fixtures where the same x
available to Grantee. with any agencies or utilities involved with inlereonnection.'At such times as interfere with any gas,electric or telephone fixture,water hydrant or mai
withstanding the above grant to use streets,no street shalt be used by i terconnection Is required,Grantee shall accomplish this without additional B.Grantee,at the request of any person holding building moving parr
if City in its soleopinion determines that such use is inconsistent with charge to subscribers.System shall be initially con
so that other and with not less than five days advance notice,shall temporarily remo,
s,conditions or provisions by which such street w created or systems now or hereafter constructed in any area adjacent to System may be raise or lower its wires,conduits and cables.The expense of such tempora
d,or presently used. was interconnected with System without decay. removal,raising or to of wires,conduits and cables shall be Paid
ON 3.AGREEMENT SECTION 9.NARROWCASTING pn requesting the same,and Grantee shall have the authority to req.:
inter agrees to be bound by all the terms and conditions of this Grantee shall provide separate proq a ming capability to City on each of such payment in advance.
the access channels on the Universal If
Tier. C.Grantee shag Dave Ne authority;to Ne extent the City has authority to grant
Grantee also agrees to provide all services specifically set forth in, SECTION 10.COMPUTER SERVICES
ply with all Provisions oL its Offering to provide aSystam within Grantee shall onstruct System to accommodate interactive data cum same,to trim trees upon or overhangng I. snt.treet o-itr public property duits and sots top rev
darter of City.Further,[allure of Grantee. provide t System as mimications with a total network transmission time of less than one Gran pgot��mming shall be done under the supervision rid direMion of City t
i in its Offering,at City's option,shall be a violation o([he provisions (ll]o)o[a second. at the expense of Grantee.i
chise.[n the event of co Hicis r discrepancies between the SECTION II.REGIONAL CHANNEL D.Nothing contained n this Franchise shall r lieve any person Fre
of Grantee and the provisions of this Franchise,the provisions which The Standard VHF Channel fi is here Dy designated for uniform regional liability arising out o[the failure to exercise reasonable care to avoid Inluri
[he greatest benefit to City,in[he opinion of the Council,shall hannel usage.However,until the regional channel becomes operational, the Grantee's facilities while performing any work connected with grade
ON 4.FRANCHISE TERM Grantee may utilize the standard VHF Channel fi as it deems apprapnate' regrading or changing the line of any street or public place or with 1
nchise shall commence upon acceptance by Grantee and shalt Use of time on the regional channel shall be made available without charge. onstruction or reconstruction of any sewer or water system.
ARTICLE IV: ARTICLE VI.
rye.a from date of acceptance. SERVICES AND PROGRAMMING, SYSTEM OPERATIONS
ON S.AREA SUBSCRIBER CONTRACTS,COMPLAINTS SECTION 1.INFORMATION AVAILABILITY
n hfse is granted[or City as it exists from time to time during the SECTION 1.SERVICES AND PROGRAMMING A.Throughout the term o[[his Franchise,Grantee shall maintain boa
his Franchise. A.Services and Programming.The programming and services shall be and records in acro dance with normal and accepted bookkeeping
DN e.POLICE POWERS truclureit in three tiers,all of which wilt be programmed at the time of counting practices for the Cable Communications industry,and allow•)
.tee's rights are subject to the police power of City to adopt and System activation,providing,at a minimum,the programming and services c action and copying of them at reasonable times at its designated o(fii
rd in
necessary to the health,safety and welfare of the public,. set forth in the Offering.Programming and services as designated in the The books and records to be maintained by Grantee shall include[
oofliet between the provisions of this Franchise and any other Offering shall be changed Dy Grantee only upon prior written approval at following:
r future lawful exercise of police powers of City shall be resolved in City.The three tiers are as follows: I A record of all requests for service;
'(ty. (1)The Universal Service Tier. The Universal Service Tier shall be (>
)N 7.USE OF GRANTEE FACILITIES provided as a public service without charge after installation,per- (2)A record e of all
all subscriber or other complaints,and the action taken;
all have the right to install and maintain,tree of charge,upon the itting Free view of seven access channels.A subscriber may lease or (qj Gralntee.otic es procedures aner sd company rules;and
within the underground pipes and conduits of Grantee any wires buy a converter,permitting a total service of la channels.
es desired by City.Grantee waives any claim against Ci[y arising (2)The Family Service Tler.The Family Service Tier shall incorporate the B)Cl[Y nchaallj egivre'Grantee a[ least 24 hours notice before maki
exercise of these rights. Universal Service Tier with 14 programmed video channels,a total of 21 inspections o[any books or record of Grantee.
)N g.WRITTEN NOTICE channels of service combining access and local broadcasting with local C.Grantee shall file with C([y,at the time of its annual payment of t
ports or demands required to be given(.writing under this or`giinati..In addition,this tier shall provide a community with
franchise fee,as described in this Franchise,the following:
shall be If
to be given when delivered persomdly 1.any Service and offer two premium services,.fomily-oriented mini-pay- (1)A[financial statement prepared by a I independent entified pub
Grantee or City's Administrator of this Franchise or 4fi hours after TV service and a comprehensive FM it
service. accountant showing.in h detail as acceptable to City,the grc
,tied in the United States mail in a sealed envelope,with registered (3)The Full Service Tler.The Full Service Tier shall provide 54 channels revenues of Grantee for the preceding Fiscal year,
�d mail postage thereon,addressed to the party to which notice is which increases[he Family and director.
Service Tier by incorporating distantand
n,as follows: Stations,several s tellits-[ed services, dditional local o I in tion (2)other mansagement pe sonnel,andifafcorpo aft(onr each sharehold
City: 4801 West 50th Street channels.additional premium channels and several customized alpha- having stock ownership of three (3%) percent or more,and if
Edina,Minnesota 55424 numeric services. Included in this tier shall be a s b-tier called [ership, all general partners, and f general partner is
Grantee: 4344 IDS Center "expanded service"which shall have the same channel capacity and corporation, the foregoing information shall be given as to t
Minneapolis.Minnesota 55402 hall include a converter and an interactive unit. corporate general partner.
dresses may be changed by either party upon notice to the other B.Locally originated programming.Grantee shall provide at a minimum (3)A copy of each document filed with all federal,state and local agenci
!n as provided in[his section. 23 locally programmed channels. during the preceding fiscal year not previously[fled with City(each
,N 9.RIGHTS OF INDIVIDUALS C.Community Access and Programming. these the shall ie provided at the time the filing is made).
gnats,including signals of a Class IV Channel,shall be transmitted (1)Grantee shall,a[a minimum,comply with the community'access and (4)A statement of its current billing Practices.
bscriber terminal except aS required to provide a service programming plan of the Offering.
Iv by this Franchise and the subscriber. to and any other (2)Grantee shall provide upon system activation a community access and j j A current copy of its subscriber service contract.
ill neither initiate nor use any procedure or device far procuring or programming Staff of at least 22 persons,provided,however,teat City D.City,its agents and representatives shall have authority to arrange[
motion or data from a subscriber's terminals or terminal by any recognizes sad staff as 11 as the entire community arc ss and and conduct an audit of and copy the books and records of Grantee.Grant
thou[the prior authorization of the affected subscriber which shall programming plan of the Offering encompasses all of the systems of the shall firs[6e en five days notice of the audit request,the description of a
seen obtainetl from the subscriber as a condition o[service.The Cities then party to a Joint Powers Agreement relating to System purpose for the audit,and description,to the best of City's ability,Of t
such authorization shall be contained in a separate it and (referred to herein as the'joint system"). books, ,1cortls and documents it wants to review.
e purpose for which the data or in is being gathered or (3)The community access and programming Staff shall: SECTION 2.SERVICE CONTRACT
ter the first year of[he authorization's initial signing,Grantee (a)Identify community access needs: A.Grantee shall receive approval from City of the form and content of t
each year said authorization is in effect without revocation,mail a (b)Train and consult with interested residents of City in the use of the service contract to re used by Grantee prior to entering into any such servi
!ach authorizing subscriber informing him or her of his right[o s equipment;and contracts with subscribers.and the grantee shall make no I yang s in t
d authorization.The authorization shall be revocable at any lime •c(c)Promote the availability and uses of community access. approved service contract without prior written approval of City.The ervi
bscriber ithout penalty of ny kind whatsoever. A separate (4)Access facilities and equipment shall be provided at a minimum as set tract shall include,at a minimum,a schedule f all rates and charge
ion shall be required for each type or classification of data or forth in the Offering. description of services,instructions on the use of the system,billing ai
sought from a subscriber terminal. (5)Modulators shall beprovided at 201ocati.nsthroughou onalt the joint itutios. collection ctices.
tee shalt not,without the written authorization of the affected 'n addition to those which shall be provided to educationalinstitutions. B,The service contract shall further contain a statement as follows:
provide to anyone data identif i got designating any subscriber. Further,[here shall 6e a mobile production unit and p table video
a lh.nzed shall be made available upon re uest 6y and without recorders as set forth in the Offering,all of which shall be available Grantee shoo trot,as to rates,charges,ser mtacilines,rules,regulations
the thorizing subscriber in understandable fashion,including Aon System activation. or m any other respect.make or grant any preference or advantage to any
(•the purpose for which the information is being gathered and (a)Grantee shall ooperate in the development of an access nonprofit person,nor subject any person to any prejudice or disadvantage,provided.
rid for what fee the information is to be sold. corporal if dolermineIf to be needed by City. that nothing N this Franchise shall be deemed to Prohibit the establishment
e shall no[tap or monitor,arrange for the tappingor monitoring, (7)Grantee Shell establishacitizen advisory board from City to provide o[special contracts or rales for heads of household who are 62 years of agge or
any other person to tap or monitor,any cable,line,signal input unity advice a d recommendations to Grantee relative to the older or homebound persons,or for non-profit charitable organizal(onrlea
subscriber outlet or receiver for any purpose whatsoever,without community access and programming of System. rate discounts far muluple dwellings.or for promotional or other marketing
.,,ritten authorization of the affected subscriber as required by D.Interactive Services. activities. --
A of this section. System shall De lu111—tivated to receive interactive services.Interactive C. rantse she 1 have authority t.promulgate such rules,regulation
Ig
herein contained shall prohibit Grantee from verifying System rvices shall at a m nimum be provided a designated in the Offering. terms and conditions governing the conduct at it,.
business as shall t
r tl the transmission of signals to an affected subscriber o'from Grantee warrants,represents and guarantees that no invasion of privacy can r asonably necessary to enable Grantee to exercise its rights and perform i
for the purpose of billing. - cor in connection with any aspects of the services provided by System. -obligations under this Franchise and to assure an uninterruped service
1 10.CERTIFICATE OF CONFIRMATION ocSECT10N L INTERRUPTION OF SERVICE AND COMPLAINTS. each and all of its subscribers;provided,such rules regulations,terms a0
hall abide by the then current rules and reggulations of Board p,Whenever it is necessary to shut off or interrupt service,Grantee shall conditions shall not be in c nffict.1 the provisions f the Franchise
he application,approval,and renewal of a C r[i[icate of Con- do so during periods of minimum use of the System.Unless such interruption ordinances of City,and laws o[the State of Minnesota or the United States.
Failure of Grantee to obtain a Certificate of Confirmation or a s unforeseen and i mediately ecessary,Grantee shall give reasonable D.Each subscriber shall be provided with instructions on filing complain.
reof shall result in automatic termination of this F...hise,and I o[ice thereof to subscribers.All costs Incurretl repairing System and or otherwise obtaining information or assistance from Grantee.
Ise shall cease to be of any force or effect.However,Grantee may handling complaints shall he paid by Grantee,and if service IS
interrupted or
System while the Board is considering an application for renewal discontinued for more than 98 hours,subscribers shall be crit Iter pro rata for S.E.All items described in this section shall be provided to each n<
Irate a[Confirmation. such interruption.The cause for any such interruption shall be removed and h ting subscribers not less than once each year.criber at the time a omract is entered or service begun,and to
ARTICLE III. ice restored as prompt as reasonably passible. e
DESIGN OF SYSTEM SeB.Grantee shall maintain ao office in the Minneapolis/St.Paul inetropoli- xF.The term of a subscriber contract shall not be for more than 12 moot
1.CHANNEL CAPACITY-SUBSCRIBER NETWORK tan area which shall 6e open during all usual business hours,have a listed duration Unless after l2 months the Contract may be terminated by tl
;hall initially activate and thereafter maintain a subscriber local telephone,and be so operated that complaints and requests[or repairs subset giber at his option at any time,with no penalty to subscriber.
•ing at leas[a forward capacity of 54 video channels,plus the FM r adjustments may be received a[any time,7 days per week. SECTION 3.SUBSCRIBER PRACTICES
and a reverse capacity of four video channels.The design will o U)Notice o!this information shall be provided to all new subscribers at A.There shall be no charge for disconnection of any installation or.,,
Set E-contained bidirectional network in each City forming part it of subscnption and to existing subscribers annually. a y subscriber fails to pay a properly ee monthly suhscrtber Eee,or er
m.The System will be programmed from a central point,but the (2)Grantee shall not engage in the sale of television sets or provide other other properly due fee or charge,Grantee maSuchy disconnect the shallsubscrnot I
iber
will accommodate the practical isolation of City,allowing for television repair service,but in the event such Service is required,shall effected until avice ,ftervvide ow the later of(l)s0 daystafter thedscernerue dateofsaid delfnque
n f unique programming to n.The System shall be capable of prom Pity notify subscribe uoI that nee,.r service. fee or char (ii ten days after delivery to subscriber of written notice
s channel capacity as technology permits and needs arise. (3I All o plaints by City, bscribers, other persons regarding the ge or )
2.PICTURE QUALITY AND TECHNICAL REQUIREMENTS quality of service,equipment malfunction,billing dispuI S,a d any the
intent to disconnect.If a subscriber pays before expiration o[the later I
—will arivhire a oicmre.no.each Subscriber's television screen in other matters relative to the System, shall be investigated and (i)or(ii),Grantee shall no[disconnect.After disconnection,up.�payment
full ofthA delinquent tee or charge and the payment of a reconnection charge,
Grantee shall promptly reinstate the subscriber's cable service. olatheu respective
B.Refunds to subscribers shall be made or determined in the Iollowing y cont t savants agents,officials or employees snarl in any
(2)Arising out f any g7aim for invasion of the , ,died all tletaw[s hereunder;and
D)manner
I(Grantee fads upon request by a subsenber,to provide any service tlefamation of right of privacy,for r(b)Such receiver or trustee,within said 120 days,shall Its
then beingg aof(eretl, Grantee shall promptly refund all de osits or Infringement any person,Firm vas[corporation,or the violation agreement with City,duly approved by the Court having jw
dvance ch ges Paid for the service in question b pp gement of any copyright,trademark,trade name,service mark Premises,whereby such receiver or trustee assumes and age
T
his provision does not alter Gs
i said ubset,'ber. orcpeatent.or of any anther right of
any person,firm or corporation, by each and every provision of Lhis Franchise.
der any separate contractual responsibility to subscribers P[claims becati-lit City's own programming;and SECTION 3.ABANDONMENT
other liasuility. agreement or relieve Grantee of any (3)Arisingg out of Grantee s failure to comply with[he Grantee may not abandon any portion of System without h.
(2)If any bscriber terminates Frrnchse,a y fedecel, tate or local law,ordinance or ones of this ness than three months
Franchise to render the service N any
ance with FrabnchisI Ia lure a,
e,Grantee shall "PPlicable to Grantee or the System. regulation o[abandon any por[ionrofr5ys[lemtwithovi comoard.Further
refund be such subscriber the proportionate share of the charges paid by the (4)Any and all claims which Grantee may now or hereafter have or claim resulting from the abandonment.The amount of tlamagesi
subscriber For the services not received.This provision does not relieve Gran- or ori Ile'gains'gains[City,its servants,agents,employees or officials,due to banadonment and due City shall beo determined in the sole dis
to o!liab(lily established in other provisions of Ws Franchise. nclucin ,out of damage to any of Groorcons property or equipment, An bancionment of any portion f the System as,is'mr
C.If any subscriber terminates any monthly service prior to the end of a g•without limitation,resulting consequential loss of income, discretion of City shall be a cause for termination of this Fran
prepaid period,a proportionate amount of any prepaid subscriber service 'nJury W reputation,0r any other resulting or consequential damages o[ ARTICLE XI.
fee,using the number of days as a basis,shall be refunded to the subscriber any kind,caused by ar resulting from acts or omissions of Cfty or any of PURCHASE OF SYSTEM
by Grantee. its servants,agents,employees or officials. SECTION 1.GENERAL
D. Continued failure by Grantee to ovitle ervices B.If suit be brought ar'h,'at' against Ci[y,either independently or A.If at any time Crantee receives a bona title
Or
Franchise may,in the discretion oI Cit required by this nointly with Crantee,or with any other person or municipality,Grantee,u on which Grantee is willing to ec SpL,a completer copy of
su
termination of this Franchise. y' ,cause lOr imposition Of a penalty Lice given by City,shall defend City at the cost of Grantee,and if final Promptly be
SECTION 4.FRANCHISer
E FEE,RATES,CHARGES,CHANGES IN FEES Judgment 9 brained gains[City,either i de given to City and City hall have thse nehexePeff a'
AND PROCEDURES Grantee.or as Pendently or jointly with orating t0 the terms f that offer. City hall
y other defendants,Grantee shall indemnify City and pay such ubmitting to Grantee,within six months after City's actual
A.Full Regulatory Power Reseevetl judgment with all costs and satisfy and discharge the same. Sauna fide offer,notice that Cn desires[o
(1)All rates and charges shall be subject to regulation by City,in a manner C.City reserves[he right l0 cooperate with Grantee and par[icipaie in the d offer.If City does not exercise such n right he Systemyms
to be1.the defense of any litigation either through intervention or otherwise.Grantee q
exercise rate reg IationclGrantee shall be subject to iLheAmi d taken to shall pay u o ly on the terms submitted to City.IF any changes are made u
pun receipt oI written demand from City,all expenses incurred by offer given to City,such purchase offer,as c changedr shall a it
provisions provided for herein,and of the State or its agencies that may City defending itself with regard to any matters in this section.These City and City shall have six months from actual receipt by Citag
y
(roam time to time be applicable. rc III
shall lure,but n t be limited t0, ttorneys'tees, and the changed,within which to exercise its right to purchase the Sys
(2)In time to the power[o regulate rates antl charges,City hereby asonable value entsfor services(as determined by City),renderetl by Ci[y or any `o the oiler,as changed,all as above
reserves the right to adopt regulations governing Grantee's collection employees,a presen[atives of City. ght to purchase the System Provided.If City does m
of advance charges and deposits,installation and recimice ion charges, SECTION 3.INSUiRa NCE toms para Pursuant t0 any otter given[o Cil
P'Te'
and procedures, disconnection charges, policies and A.Grantee shall fain liability
graph,and the System is not sold to be
buyer and on
indemnification S Insurance covering Its obligations of t in the otter given to City,then the right of City to purchas
dares,and the availability of refunds. Pro- provided[or in or as a result of the ezercies of this Franchise shall continue,and all s bsequent purchase Offers to all a
(3)Cost for installing any part of the System will be a factor in the rate only verfng both the City and Grantee and shall maintain said insurance during Pursuant i[his Psurgfve,verso,the Cit
f such cost was incurred within City the entire term of this Franchise in the'miNmum amount of: paragraph shall Y's right to Purchase Cor
(4)The territory for rates applicable to System shall be Cit (U 5500.000 for property damage to any one person; binding upon ever buyer Y sale to a buyer and shall
then parties to a joint powers a Y and all Cities (2)$2,a9d,d90 for propertydamage in any one act or occurrence; Y Yer of the System.
B.Franchise Fee. greement relating to the System. (3)$),000,000 for B.Upon forfeiture.revocation or termination of this Franch
(1)Throughout the term of this Franchise.Grantee will (4)$2,000,000 for personal injury to any one person;and nor 1 expiration of the Franchise term,City hall atyy`
60 da pay[o City,within personal:injury in any one act or occurrence. Purchase the System.Such right shall be exercised apo it
ys after the end of each fiscal B.Such insurance shall be with a company acceptable to City and shall Grantee given within six months after the occurrence of
(5%.j percent of all Year of Grantee,an annual fee Of five at
be in form and Substance acceptable Lo City.$ach insurance policy SECTION 2.PROCEDURES any sw
fee that is different romsfive(5%)spercenty other[barn[helfiling fee and w"tih written evidlio-of payment of required premiums shall be ifletl and In the event City elects to exercise its
payment re maintained with City during the term of the Franchise.The above minimumght to purchase[h
require oI the successful applicant as established[o recover amounts shall be changed from time to time by Grantee as re Provided in Section 1B of his Article,the following shall then at
the costs of franchising.Grantee agrees to support any waiver re Grantee shall immediately give notice to City of any threatened toed by Cfty. A.City and Grantee shall negotiate all terms and conditions o[
by[he FCC for the established franchise fee.The annual fee mayrbe litigation affecting this insurance. gentling of the System.
subject to renegotiation at such as tetleral or state authorities no longer C.Neither the &h If City and Grantee cannot agree upon the terms and cone
regulate the amount of the tee,but in no event shall the renegotiated fee Provisions at this section nor any damages recovered by City Po ncase,Cfly shall have the right to Proceed[o arbitration.Arb
be less than Live percent(5%). shall be construed[o,or shag,limit the liability of Grantee. enc,and
(2)Payment will be made to City with an itemization of the D.No recovery by City of any sum b follows: Proceed ,cording to applicable Minnesota la
gross revenues required in this Franchise shall be any limitation upon the ifabil ty oi[Grantee
deri vetl from the sertorBond
vices in City. to City under the terms Of this section,except that the sum so received by City (1)The parties shall, within is days of City's de's on[O
C.Rates anal Other Chargcs. from such Letter of Credit on Bond shall be deducted from a recovery under bdration, ppofnt one bitraa[nr va ch ho xpe,
(l)nates d and
ges barged by Grantee for monthly ser ice and this section,it for
[he same act or occurrence. knowledgeable n the purchase d )ua[iw of busine:
reasonable
installation a d they charges hereu^der shall be uniform,fair and n All insurance Ar hitrators shall each agree upon[hoe selection of a thin
s noble and designed t0 meet all n c0 fain the following policies maintained pursuant to this Franchise shall milady qualified, ithin 15 days ffer a
including a fair rate of return on the ori a essary costs of service, g endorsement: hitrator. PPointmeM of
the properties devoted to such service(without reels depreciation,of t[a hereby no,the
oat and agreed that this insurance policy may (2)Within 30 days after appointment of all arbitrators and up
quem sale or transfer price or cost of such regard to any sable- n t be cancelled nor the inlentfon not to renew be stated policntil y
day
(2)For two years after commencement of construction o)t System,or until rafter receipt to City,by re [creat wriOen notice Lo parties,the arbitrators shall commence s
Sin mail,of written notice of such the terms and conditions of the purchase in dispute.
completion of all construction required by Article V.Section 1 of this intention to cancel or not tO renew. (3)The hearing shall be recorded and may be transcribed at Lh
Franchise,whichever fs longer as determined by Ci[y,[he mExfmum SECTION 4.LETTER OF CREDIT
A.At the time of acceptance OF this Franchise,Grantee shall deliver to City ithgr party.All hearing proceedings,debates and deliber
ares shall be the specific rates of Grantee as included in Exhibit B, rre be open to the public and at such times and places as conl.
ttachetl hereto add made a ^ cable and unconditional Letter of Credit,in form and substance
part o[this Franchise and known as ace
to City,from a National or State bank a otic,or as thereafter p blicly stated in the order to adjour
Crantee Schedule of Rates. t of$50,000 PProved by City,in the (4)The arbitration panel shall be required to determine the par
3) Service requests for maintenance or repair of Grantee's property shall be Per- a B.The Letter o[Credit shall f the System according to[he standards established in p
formed at no charge[0aS.bscriber.Osuch maintenance or repairis required written demand ICi[ Provide that funds will be paid to City,upon below.
as a resWt of damage caused by subscriber,Grantee may charge as a max- Payment Ior y and;h an amount solely determined by City in (5)At the close of the hearings and within 30 da
m its direct costs for material and labor for service calls to subscribers' Penalties chargstl pursuant[o paragraph C of this section,in prepare written findings and make a written decisthe ion a rbi0
homes. Payment for any monies owned by Grantee pursuant to its obligations under ajority of the arbitrators which shall be served b gree
(4)nates for services not initial) this Franchise,or in payment For any damage incurred as a result of any acts Grantee. y mail up
-y included in Exhibit B shall be established or omissions by Grantee par n this Franchise. (6)The decision of a majority of the arbitrators shall be binding
my by amendment of this Franchise. C.In addition[O
D,Rate Changes. dams y of any monies owed by Grantee to City o Parties except that City may, its le discretion
fl)No rate change shall be approved that would resultin di[feren[rates or ges to City as a result of any acts or omissions by Grantee pursuant to penalty or cost to Cily of any kind,withdraw its offer tand a
o purcl
cM1 ritar or service [o s the Franchise,City in its sole discretion may charge to and collect from the 90 days of receipt of the final decision of a majority of the ar
Simi
tarty situated subscribers in the rate Letter of Cfailu the folcowfngg (7)Either party may seek judicial relief to[he extent author
territory,in the sole opinion of City. (1)Far failure to omplePe Penalties
construction in acco dance with 2)No rate or charge change will be appr0e1d unless all of the standards Grantee's initial service area plan,unless Ci[y a Minnesota Statutes,M.S.A. 572.09 antl 572.19 as the lar
(or review have been considered d ev lusted and determinations penalty shall be Two Hundred Dollars less 00)approves the delay,tihe a ded,and,fn addition,under the following cfrcumstanct
have been made,all pursuant to this Franchise. part thereof,such Failure occurs or continues. per day for each day,or a(a)q party fails to select an arbitrator;
8)The standards for reviewing a proposed rate change will include at (2)For failure to (b)The" fail to select a third arbitrator:
I
the following: provide tla[a,documents,reports or information or to (c)One or more arbitrator is unqualified;
(a)The ability Profit
the Grantee to render System service and t0 derive penalty shall be�Fidurinng an application processor System review,the (d)Designated time Ifmits have been exceeded;
a reasonable Profit therefrom antler the existing rate schedule antl thereof,such failure occurs or Contid`ue)sPar day for each day,or part (e)The arbitrators have not proceeded expetlitiousl
Propose d rate schedule; (3)For failure to Comply [ (f)Based upon the record the arbitrators abused then disc
(C)The revenues and profits derived from System services; hich a not with any of the provisipons of[his Franchise for (8)In the event a Court ec competent jurisdiction determines
(c)Tax benefits received by Grantee,its partners of shareholders,as ParagraphnC,tthe penaltyerwise Shall be Fifty Dollars(g50 o0 eluant to this
pecificall o idea [rotors have abused their discretion, t may order the a
the result of their investment in the System; each day,or part thereof,such failure occurs or continues.Per day for x Procedure repeated and Issue fmdfn
(d)Cash flow derived from System services; (4)For failure to test,osteal,and re ort on the of suit to be awartled to the gs,orders and directions,
(,)The efliciene (Grantee; followin P performance of the System prevaflfngy arty.
(f)The - g a request by City,the penalty shall be Fifty Dollars($50.00) (9)Cost of-arbitration shall be borne equally.
quality o the service gflered by Grantee; p r day for each Day,or C.The purchase pprice of the System to be paid by City shall be th
(gg)The original cost of the System,less depreciation; (5)For tailor,ca Grantee toamt0d"(y heSuchteml or to
or continues. doeppreciation(as sh w the books and record of Grantee)c
(h)A fair rate of return with respect to investments having similar services
within 45 da Provide additional rue,whichever is less.Goodwill shall not be included in the
ri ks to that of providing cable communication services; ieV1eN,or Ys after require
by icy fallowing a pper'dic of the System. pure[
(i)The extent to which Grantee has adhered to Lhe terms of this renegotfatfon sessfon the anal[ shall be Two H ndred D.Grantee expressly waives its rights,if any,to relocation costs[
Franchise; Dollars($200.00)per tlay for each day,Or part[hereof,such failure otherwise be
(j)Fairness to residents and subscribers; Curs or continues. provided by law.
(k)Ca tat ex (6)Forty-five days following notice from City of a failure Of Grantee to E.The date of valuation shall be no earlier than the day followin)
pi penditures by Grantee in providing updated technology comply ith onstruction, of revocation,forfeiture,expiration or termination oe Lhis Franchi.
and service to subscribers; shall be Two Aeration r maintenance standards,the later than the date City makes a written offer for the System.
(1)The extent to which Grantee has then provided service[o schools, part thereof,Such failure Oc urDsoor cont naes0)per day for each day,or
hospitals,libraries,publicly owned or leased buildings and similar ARTICLE XII
Institutions within City: (7)For failure t0 provide the services Grantee has pro MISCELLANEOUS
n t Ifmited to[he m le posed,including but S SECTION
This 1.TRCh N ERl not be asst neat on OUSCtransONTROLther in w
(m) uch other factors as City may deem relevant. channels and the making ova table for useofthieieation of the access g
The procedures Lobe followed in changing a rate or charge shall include facilities to City,the equip ant and other Part,or leased,sublet or mortgaged in any manner,enor shall title
a[least the following: day for each day,or Penalty shall be One Hundred Dollars($100.00)per either le Ior equitable or any right,interest or
(a)qn application for a rate change will be submitted to City and a (8)Each violation of an Part thereof,such failure occurs or continues. est fn any person without the Prop Illy therein,f
copy tiled with the Board. Y provision of this Franchise shall be considered a spall not be unrersonabl prior written consent of City,which
(b)The application shall be supported b eparate violation Ior which a separate penalty can be imposed. Y withheld.Further,Grantee shall not sell or
indi sting that the a sting rate o chayge statistical adeantl other proof D.Exclusive of the contractual penalties set out above in this section,a a y stock or ownership i teres[so s t e create o crooning
,asonable and that the r r is in qu.Le anA - vi ration of any provision 0f t ex apt th the consent of City, hich assent shallw at be re.
proposed inc eases are quired to enable n Whenever City rinds that Grantee has violated
ithheld. The transfers described fn this
Grantee to render service to fulfill its obligations under this Franchise ndi[ions or ed one ore terms, inearetion o[City,be considered sor lranstergo(PFranchise w
and to derive a reasonable profit therefrom. Grantee informing it of such vio anon.At a^y tfrmte aftertthree days fo,Iowiing ping and intent in[he following Paragraph.
(c)The application shall include current information and financial otice,City may draw from the Letter of Cretlit ail B.Any sale or transfer of Franchise,including ng a sale or trns(er b
information with t;least the following: due City. Penalties and other montes f a Iundamental corporate change,requires the written approval
1.Balance sheet; F.Whenever a penalty has been assessed,Grantee may,w'thin[en days of Any sale or transfer of Franchjse shall be subject to the provisions[
2.Income statement; otic,,notify City that[hake i les prohibiting certain ownership.The p rties to the sale or Its
3.Stetemen5 of sources and applications of funds; has,in fact, carred.Sui•h s a dispute as to whether a violation lo
Franchise shall make a written request to City for its consent.City sh.
4.Detailed upporting schedules t expenses.income,assets and particularity the matters di notice by Grantee to Cfty shall specify with wasting owi[hin 30edays oto)tore receipt of the re
at
items as may be required by Cfty; - d1?uted by Grantee, approval f[he quest and shall ind
5.Statement of current and (1)City shall hear Gran[e,'s dispute t the ext ^ecessary.City shallgcontluct apS I cthearinagt on the re a public he[
6.oµ^went list of rates and cha`ected subscribers; Council meeting. City§tial)supplement the Councils decision dwith ach determination if i[determines that a sale or transfer of Franch
ed oro charges of Grantee applicable to systems w [ten finee s
Aerated b [s p i (2)U findings o([act. ` adversely affect[he Grantee's subscribers
or auiRatea ot.ta y' orrent cur oration or other subsidiaries pun a determination by T`tr.,r.,. _ ..
.. Paren coraorar�,...�....,__,___.____ _ _
this Franchise,it.shall,be re�J.........� "ter,I,expiration of the term of - ing,any snail approve or deny in writing the sale.or[ran
es nes carved by Grantee,its partners or wed or replaced during the term of this e
hareholders,as a�esult of their investment in System. Franchise to provide that it wit not expire earlier than 15 months atter the requ Any sale or transfer of Franchise,including a sale or transfer by me
Ile City will notify Grantee and Hoard and schedule a public hearing xperation of this Franchise.The renewed or replaced Letter of Credit shall of Da fundamental corporate change,requires notitica[ion to the Board
ca request ithm two weeks from the date f receipt of the be on the same form and ith a bank authorized herein and for the full CitY.The notification shall be accompanied by the written certificatwn of
soniftion and the determination byCi[y, its completeness.Grantee a u t stated in paragraph A of this section. n`ansferse that it meets all of the requtrsme'ts established by City
y the Public through providing notice for one week,each day H.If City draws upon the Letter of Credit,or any subsequent Letter of Hinal Grantee including hilt not limited to techincal abilit
�e z:0o p.m. d 9:00 p.m two channels of the date,place and Credit delivered pursuant hereto,in whole or in part,Grantee shall replace tahinal City shall cause u be sen[ed the Board a copy and finan pu
f the hearing.City will publish notice ten days prior to hearing in the same within three days and shall deliver to City a like replacement Letter documents related to sale or transfer of the Franchise.
[ficial newspaper of Credit for the full amount stated in Paragraph A of this section as a E.The parties to the sale or transfer of only this Franchise,without
After closing the public hearing,City will have 31 days within substitution of[he previous Letter of Credit. nclusion f the System in which [least ubsis Franchise,
construction
h tw make o determination.Any approved change in rates or I.If any Letter of Credit is nOtso replaced,City may draw on said Letter of i mmenced,shall be required to establish to the sole satisfaction of City t
gas shall become effective upon the date determined by City. Credit for the whole amount thereof and hold the proceeds,without interest, the sale ar transfer of only this Franchise is in the public interest.
If City tails to approve the requested change or rates or charges and use the proceeds to pay costs incurred by City in performing and paying F.For purposes of this section,[undo menial corporate change means
;n the r day veno t Grantee may appeal pursuant to the then for any or all of the obligations,duties and responsibilities of Grantee under sale or transfer ofoa eontoriollanminterest in fah csonoco'aof a Cor
c ity procedures of the Board. this Franchise that are not performed or paid forby Grantee pursuan[hereto, sale transfer f Il ca
oto aporationne'
City may utilize a rate consultant to advise it on proposed rate Iuding attorneys'tees incurred by the City is' r frra P P [ion's sets,
gas and to assist it in maintaintn The failure to so re g and paying. (including a parent and its subsidiary corp ration),consolidation or creat
g to rates within the rate place any Letter o[Credit may also,at the option o[City, of a subsidiary corporation.For the purposes of this Section,fundamen
:pry.A rate consultant may be any person who has sufficient be deemed a default by Grantee under[his Franchise.The drawls partnership change means the sale or atransfer of all or a
gate an and experience, the sole opinion of City,to properly Letter of Credit by City,and use of the money so obtained for g on the partnership's assets,change¢fcag er 1 ajarity
to and analyze rates andncharges, payment or Chan tram a limitetl to a al ° Partner in a limited partnersb
All costs for the review of an application fora [e ar charge Performance of the obligations,duties and responsibilities of Grantee which 8e partnership,incorporation of a partm
�e hall be are in default,shall not be a waiver or release of such default. ship,Or change in the control of a partnership.
paid by Grantee upon demand of City.The costs shall rJ.The collection by City of any damages,monies or penalties from the G.The word"control",as used herein,isnot limited to major stockhalde
r Sbu[not be limited to,attorneys'fees,and the reasonable value Letter of Credit shall not affect any other right or remedy available to City, mils�mulutles actual waskuse control inmwan[ever manner exercised.As
ices (as determined by City) ndered by City or any city r shall any act,or Failure[o act,by City pursuant to the Letter of Credit,be m, antral", d herein, e s a legal or beneficial inter
gees,agents or representatives ofrCit, deemed a waiver of any right of City pursuant to this Franchise or otherwise. (even though actual working control does not exist)of at least five(5'
A time limit may en gwaived only if City and Grantee consent. SECTION 5.BONDS percent or more.Every change,transfer or acquisition p(control of Grant
Ile Reviews and Renegotiation. A.At the commencement of this Franchise,and at all times thereafter until shall make[he Franchise subject to cancellation unless and until City Grant E cable communications Is a relatively new and rapidly changing Grantee has liquidated all o(its ohligations with City,Grantee shall maintain have consented in writing thereto,which consent shall not be unl City h
;hall no doubt see many regulatory,technical,financial,market- with City a bond to the sum of Three Hundred Thousand Dollars(j300,000.pp) thheeld.For the purpacse os;deteromining whether it shall consent to at
it changes during their term of the Franchise period.Therefore,in n such Form and with such sureties as shall be acceptable to City,conditioned Chang transfer or q i tion f control, City may inquire intoso
t
vide far a maximum degree o[(lexibility in this Franchise,and to upon the faithful performance of Grantee of this Franchise and the quali rations of the prospectice controlling party,and Grantee shall asci
e a on i of advanced and modern system, the fallowing a ceptonce hereof g en by Grantee and upon the further condition that in the Ctty in any such inquiry and pay all costs incurred b Ci[
�n ep`oevasions will apply: event Grantee shall tail to comply with any law,ordinance or regulation, eluding City staff time at a value determined by City yin so irquirin
the right to adoptrotand regulations controlling the there shalt be recoverable jointly and severally from the principal and surety H.In the absence of extraordinary circumstances,City will no[Up ro
]ores and subjects for p die reviews and renegotiation.In the t the band,any damages or losses suffered by City as a result,includingache a Y transfer or assignment of the Franchise pp
ce of any City action taken to exercise these rights,Grantee shall full amount of any compeneatiese indemnification or cost of removal o[ ny prior to substantial to
eject[o a[least the of construction of System,as determined solely by City.
procedures and subjects described in this properly of Grantee,includingareasonabla allowance for Ittorneys'fees and I.In no event shall a transfer or assignment of ownership or control 1
ay require,at its sole discretion,System performance evaluation osis(with interest at two(211)percentinexcess of the then prime rate),u Ppp ved without tranferee becoming a signator to this Franchise.
Is at any time during the term of this Franchise or as re to the lull aunt f the s bocnd, d hich band shall further guarantee a J.rAny transferee shall De subordinate to any right,title or interest of Cit
required by payment by Grantee [ II [aims d Iters against City or y public SECTION 2.REMOVAL AFTER TERMINATION OR REVOCATION
I or state law.Such evaluation sessions shall be conducted by City Property,and[axes due to City,which arise 6 A.At the expiration a[the term for which this Franchises s
veOil days of the third,fifth and tenth anniversary dates of the operation,maintenance or use of the System. y reason of the construction, its revocation or termination,as provided for herein,City hall have the rig,
ate of acceptance o[this Franchise by Grantee. B.The rights reserved by City with respect to the bond are in addition to all to require Grantee to remove,at Grantee`s eµpense,all or any portion of th
dilation sessions shall be open to the public and notice of sessions other rights the City may have under this Franchise or any other law. System from all streets and public prop ty thin City.Ir so removing th
i d to the same way as a legal notice.Grantee shall notify its C.City may,in its sole discretion,reduce the amount of the bond. System,Grantee shall refill antl cam
fibers of all evaluation sessions by announcement on at least two ARTICLE IX that shall he made by it and shallleave mpact streets anat its own d Public property to a
FIs of the System between the hours of 7:00 p.m.and 900 p.m.for DEFAULT
s cueive days preceding each session. - good a condition as that prevailing prior to Grantee's removal of the Systen
n hich may be discussed at an SECTION 1.NOTICE AND DEFAULT d without affecting,altering or disturbing in any way electric,telephone o
be y evaluation session may include, sc City shall give written notice of default to Grantee i!City,in its sole other utility cables,wires or attachments.City shall have the right to maps'
discounts I.
service rate structures;franchise fee;penalties, discretion,determines[hat Grantee has. nd approve the condition of such streets and public property after remove:
ainweu
discounted
cern ices:application o[new technologies;system (1)Violated any provision of this Franchise or the acceptance hereof,or The Letter of Credit,Bonds,Insurance,Indemnity and Penal[
provided;programming offered;community any rule,order,regulation or determination of the City,state or federal this Franchise shall remain in full force and effect during the entire term o
loth[origin atlas;customer complaints;privacy;amendments government,not in conflict with this Franchise; removal.
O and
or judicial,Hoard and FCC rulings;line extension (2)Attempted to evade any provision of this Franchise or the acceptance H.If,in the sole discretion of City,Grantee has failed to commence remove
and ew and or City rules. hereof; of System,or such part[hereof as was designated by City,within 30 da
and evaluation 1,City,Grantee shall(illy cooperate (3)Practiced any fraud or deceit upon City or subscribers; written notice of City's demand for removal is given,or if Grantee hassfaiI:
ty and shall provide without cost such information and docu- (4)Made a material isr presentation of(act in the application for or to complete such removal within one year after written notice of Cit
n City may request to reasonably perform the service. negotiation of the Franchise; demand for removal is given,City shall have the right to exercise one of flu
ny time during its revs w,City determines that reasonable or following options:
etaexists of inadequate System performance,-it y require (5)Incurred a 12 month or mare delay in the construction schedule. (1)Declare all right,title and interest to the System to be in City with at
perform tests and analyses performance,
toward such susp ted B.If Grantee fails to cure such default within 3'days after the giving of - fights me In.ownership including,but not limited to,the right to operate the
a es t the Grantee's parse. Grantee shall full uch notice(or if such default is of such a character as[ore System or transfer the S tem to another for operation by it.
to with i it cin performing such testing and shall prepare results days within which to cure the same,and Grantee tails to ommence to cure (2)Declare the System bandoned a d cause the System or such part
port, f quested, thin 3o days after notice.The report the same within card 3o day period and thereafter fails to use reasonable thereof,as City shall designate,to be removed at no cost to Cityy.The
d by Grantee sohall include at least: diligence,in City's sole opinion,to cure such default as soon as cost of said removal shall be recoverable from the Letter of Credit,
description f the problem System performance which then,antl in any event,such default shall be a substantial breach a d City�eet Hands,Insurance,Indemnification and Penalties p ovidad for in this
ted the special tests. is option,may elect to either cure the default or terminate this Franchise as Franchise,oro Erom Crantee directly as a liquidated damage.
hat e System component was tested. follows: C.Any portion or,
the System not deli
,e method,if used and procedures employed in testing. (1)City may cure any.default for the account at[he cost and expense of belong to and become the ys amt of designated by City for removal shall
[hod,if any,by which such System performance problem Grantee and all sums so expended 6 City, Y Y without payment to Grantee and
rued y y,including attorneys'tees Grantee shall execute and deliver such documents,as City shall request,In
,red in curing such default,whether suit be brought or not,with form and substance acceptable to City,to evidence such ownership by Citi.
other Information pertinent[p said tests and analyses which i steres[[hereon a[a rate per annum Iwo 12 0)percent in excess of the SECTION 3.WORK PERFORMED BY OTHERS
quired re that s determined when the test is performed. then prime rate,shall be paid be Grantee to City,upon demand,and A.Grantee shall give notice to City specifying the names and addresses o[
lnitay require that tests be supervised a[Grantee's expense by a failure to so pay upon demand likewise may be deemed by City d be a Y other entity,other than Grantee,which performs services pursuant to
as designated by City.The consultant shall sign all records of default under this Franchise. this Franchise,provitled.however,that 11 provisions f this Franchise
ests and forward to City such records with a report interpreting (2)City may place the issue of revocation and termination of the Franchise the responsibility of Grantee.
is of the tests and recN ornora evaluation
ng actions o be taken. before the Council at a regular meeting of the City Council.If City H.All Provisions of this Franchise shall apply to any subcontractor or
ill ofnaoperiodic review or evaluation session,City may require decides there is cause or reason to terminate,the(allowing procedure others performing any work or services pursuant to the provisions of this
to dify the System r to provide additional services. shall be followed: Franchise.
will com0ly with any such requirement of the City unless,in (a)City shall provide Grantee with a written notice of the reason or SECTION 4.wTEREST RATE
Op inion f City,technology does of permit t,or Grantee c e for reposed termination and shall allow Grantee a minimum of For purposes N this Franchise,prime rate shall mean the interest charged
as to the sa0 Iona lfw of City that the cost would prohibit the 30 days subsequent to receipt of the notice in which to correct the from time to time by the First National Bank [Minneapolis for 9'day
talion of the modification or the additional services. default. red to to commercial borrowers of the highest credit rating.
FRANCHISE
RANCHISE RENEWAL (b)Grantee shall be provided with an opportunity to be heard ata a SECTION 5.GENERAL PROVISION ON RIGHTS AND REMEDIES
y apply for renewal of this Franchise not earlier than 18 Public hearing prior to any decision to terminate this Franchise. A.All rights and remedies given to City by this Franchise shall be in
!,onFa he expiration a this Franchise on forms provided by Ctt a (c)In the event that ria determines to terminate this Franchise,the .addition to and cumulative with an d all other rights or remedies,existing
period shall commence not less than l2 months before the Grantee shall have a period of 30 days beginning the day next finse,is or implied,now or hereafter.aui an[o City r law or to equity,and such
ranchise Term. written notice to Grantee of such decision,within which to file an a g rig is and remedies shall not be exclusive,but each and every right and
tx`eni y be approved,and this Franchise or modification to it may ith the Board,pursuant[o the then applicahle statutes and procedures niemedy specifically given by this Franchise or otherwise existing or given
to,by City in accordance with the then existing rules of of the Board.During such 3'day period and until the Board determines y be exercised from time tO time and as often and in such order as may be
is d,the Ci[y and ail other applicable laws,ordinances,rules [he appeal,if an appeal is taken,[he Franchise shall remain in full deemed expedient by City,and the exercise of one or more rights or remedies
force and effect,unless the term[hereof sooner expires hall not be deemed a waiver of the right[o exercise at be
same time or
this Franchise shall be construed to require renewal or (d) If Board approves of the action of City,the Franchise shall thereafter any other right or remedy.No delay or omission o[City in the
s nranchi in terminate immediately.If Board disapproves of the action of City,the Sxercise of aey right or remoedy shall impair any such right o>µremedy,nor
'o newt an investigation and evaluation of the Grantee and the Franchise shall remain in full force and effect for the full term hereof hall any h delay or mtsston be construed to be river of o
w 1 proposal.This investigation and evaluation shall be unless sooner terminated in accordance with the provisions hereof,or acquiescence to any default.The exercise of any such right or remedy by City
'r[y within six the [ter receipt of the app
and applicable law or rules of Board. shall not release Grantee from its obligations,or any liability,under this
�y City of its completeness. SECTION 2.CROSS DEFAULT Franchise
t this Franchise may not be for more than 15 years,unless .4.If Grantee should be in default under any of[he terms or provisions of a B.In addition to all Other remedies granted or available to City,City shall
tied by Iederal or state Iaw. franchise,or acceptance thereof, !another city([hen a party Lo a Joint be entitled to the restrain[ii injunction of the violation, r [tempted or
.ARTICLE d) Powers Agreement relating to the System),at City's option,[o be exercised threatened violation,by Grantee o!any terms or provisions of this Fran chise,
(Reserved) by notice tO Grantee given at say time while such default exists,such default to a tlecree compelling performance by Grantee of any term or provision of
ARTICLE VIII
may be deemed by City a default by Grantee under this Franchise. this Frarchise.
ATION,INSURANCE,LETTER OF CREDIT AND BOND B.This section,or any other section or provision of this Franchise,shall no[ SECTION 6.APPLICABLE LAWS AND COURT DECISIONS:
ENERAL be deemed to incorporate into [his Franchise by reference SEVERABILITY
f City pursuant to indemnification,insurance,letter of credit franchises. any other A.Grantee and City shall,at all times,cam I
gll laws,
ave ion by this Franchise,are in addition to all other rights ARTICLE X. d regulations of federal,state and City goverdmenttrelat ng to System end
and this Franchise or any other ordinance, rule, FORECLOSURE,RECEIVERSHIP AND ABANDONMENT this Franchise.
SECTION 1.FORECLOSURE H if any law,ordinance or regulation shall require or permit Grantee to
or failure to exercise affect
City of any rights pursuant to any Upon the foreclosure or other judicial sale of all or a part of the System,or Werform any service or shall prohibit Grantee from performing any service
eranchise shall not affect in any way[he right o[City to . I the termination of any lease covering all or part of the System,Grantee posisible foch llbe in owing knowledge[[the terms of this hereof,Crantee shall rat fisCi[hof as soon as
�rcise any such rights or any other right Of City under this shall notify City Of each fact and ouch notification ahaR-be treated as a Possible believed to exist between such law,ordinance or regulation
point of
other ordinance,rule,regulation or law.
notification that a Changge i'control of Grantee has taken place,and the C.If Cit determines that a material
IDEM"Y moo milt AND INSURANCE drvoviafona of this Franchi a gaVerninI the can to trenafer or change in by Such Iaw,terms es t a re lotion,pro inion of this Franchise is affected
II full i'ndemnify,defend and hold harmless.City;its nership shall apply without regard to haw such transfer or char in modify, Iter Or oil Y,shall have the right[o amend,
ssions, elected officials, agents and employees ownership occurred. He repeal y f the provtsions o[this Franchise to such
ill costs,damage,expense,claims,snits,actions,liability SECTION E.RECEIVERSRIP _ nable extent as may be necessary to carr,oil[the intent and purpose of
it damages,includinog batsnot limited to,expenses for legal City shall have the right to cancel this Franchise 120 days atter the tlteratios ors'eanA Crantee hereby agrees to such amendment,modification,
lit cbesbroum With [, d disbursemenes and liabilities ppointment of a receiver or trustee I take over and conduct the business of a D.To the extend othis Franchisee.
action withI or: Grantee,whether in receivership,reorganixatlon,bankru to an
y provision f the Offering or rules of Board are not
per
onsns or property,in any way arising out of or through the or proceeding, mess such receivership or trusteeship ahallohavea been reps ri in.Cit[out!rami timesto tiainehmsa or not [idly incorpara[ed her by
oe Grantee or City,their respective servants,officials, vacated prior to the expiration of said 120 days,or unless: y Y amend this Franchise to('elude such
nployees or to which Granlwe'c nr r�r., �o,.i;.......... .... ._
of .is r'ranehise;and
Shia-17rcraw to pr v hall it r i eweA or replaced than 1 the term to this D.Any sale or transfer of Franchise,including a sale io tl'to t ei
9.Statement of tax benefits received investment
st Grantee,its partners or Franchise to provide that it will not expire earlier than 15 months after the f a fundamental corporate change,requires notification r the
hareholtlers,as a result of their investment in System. spiration of this Franchise.The renewed or replaced Letter o[Credit shall City.The notification shall be accompanied by the written certific.
(d)City will notify Grantee and Board and schedule a public hearing be on the same form and with a hank authorized herein and for the full transferee that it meets all of the requirements established b
on the request ithm two weeks from the date of receipt of the u t statetl in paragraph A of this section. origgi al Grantee including but not limited to techincal ability an.
application and the determination by City of its completeness.Grantee a H.If City draws upon the Letter of Credit,or any subsequent Letter of tability.City shall ca se W be sent to the Board a copy of
II notify the public through providing notice for one week,each day Credit delivered pursuant hereto,in whole or in part,Grantee shall replace documents related to sale or transfer of the Franchise.
between 9:00 p.m.and 9:00 p.m.on two channels of the date,place and the same within three days and shall deliver to City a like replacement Letter E.The parties to the sale or transfer of only this Franchise,v
time of the hearing.City will publish notice ten days prior to hearing in of Credit for the full amount stated in Paragraph A of this section as a inclusion f the System in which t least substantial constn
its official newspaper substitution of the previous Letter of Credit. commenced,shall be required to establish to the sole satisfaction i
(e)After closing the public hearing,City will have 31 days within 1.If any Letter of Credit is not so replaced,City may draw on said Letter of the sale or transfer of only this Franchise is in the public interest.
which to make its determination.Any approved change in rates or Credit for the whole amount thereof and hold the proceeds,without interest, F.For parpuses of this section,fundamental corporate change
charges shall become effective upon the date determined by City, and use the proceeds to pay costs incurred by City in performing and paying sale or transfer of controlling interest in the stock of a corpora
(f)If City fails to approve the requested change or rates or charges for any or all of the obligations,duties and responsibditfes of Grantee under ale or transfer of all or a jonty of ra corporation's asset
within the 31 day period,Grantee may appeal pursuant to the then this Franchise that are not performed or paid for by Grantee pursuant hereto, (including a parent and its subsidiary corporation),consolitlation
applicable procedures of the Board. including attorneys'fees incurred by the City in so performing and paying. of a subsidiary corporation.For the purposes of this Section,in
(g)City may utilize a rate consultant to advise it an proposed rate The failure to so replace any Letter of Credit may also,at the option of City, partnership change m ons the sale or transfer of all ora a,
changes and to assist it in maintaining uniform rates within the rate be deemed a default by Grantee under this Franchise.The drawing on the partnership's assets,change of a general partner in a limited p.
territory.A rate consultant may be any person who has sufficient Letter of Credit by City,and use of the money so obtained for payment or change from a limited to a general partnership,incorporation ii
background and experience, the sole opinion of City,to properly performance of the obliggations,duties and responsibilities of Grantee which ship,o Changge in the control of a partnership.
evaluate and analyze rates and charges. i default,shall not be a leer r release of such default G.The wortl"control",as used herein,is not limited to major stc
(h)All costs for the review of an application for a rate or charge arJ.The collection by City of any damages,monies or penalties from the but includes actual working control in whatever manner exerc
change shall be paid by Grantee upon demand of City.The costs shall Letter of Credit shall not affect any other right or remedy available t0 City, minimum "control",as used herein,means a legal or benefici
nclude,but not be limited to,attorneys'fees,and the reasonable value r shall any act,or failure to act,by City pursuant to the Letter of Credit,be (even[hough actual working control does not exist)of at least
of services (as determined by City) rendered by City or any city deemed a waiver of any right of City pursuant to this Franchise or otherwise. percent or more.Every change,transfer or acquisition of control
employees,agents or representatives of City. SECTION 5.BONDS shall make the Franchise subject to cancellation unless and unti
(t)A time limit may be waived only if City and Grantee consent. A.At the commencement of this Franchise,and at all times thereafter until have consented in writing thereto,which consent shall not be un.
Periodic Reviews and Renegotiation. Grantee has liquidated all of its obligations with City,Grantee shall maintain withheld For the purpose of determining whether it shall const
'he field of cable communications is a relatively new and rapid changing with City a bond in the sum of Three Hundred Thousand Dollars($300,000.00) change, transfer o acquisition of c ntrol, City may inqutr
which shall no doubt see many regulatory,technical,financial,market- n such form and with such sureties as shall be acceptable to City,conditioned gratifications of theeprospectice controlling party,and Grantee
and legal changes during their term of the Franchise period.Therefore,in upon the faithful performance of Grantee of this Franchise and the City in any such inquiry and pay all costs incurred by City in se
er to provide for a maximum degree of flexibility in this Franchise,and to acceptance hereof given by Grantee and upon the further condition that in the including City staff time at a value determined by City.
City
achieve a continued advanced and modern system, the following at Grantee shall fail to comply with any law,ordinance or regulation, H.In the absence of extraordinary circumstances,City will n
gotiation provisions will apply: there shall be recoverable jointly and severally from the principal and surety any teamster or assignment of the Franchise pr r to substantial
1)City reserves the right to adopt rules and regulations controlling the f the bond,any damages Or losses suffered by City as a result,including the of construction of System,as determined solely by City.
procedures and subjects(or Periodic reviews and renegotiation.[n the full amount of any compensation,indemnification or cost of removal of any I.In no event shall a transfer or assignment of ownership or
absence of any City action taken to exercise these rights,Grantee shall property of Grantee,including a reasonable allowance for attorneys'fees and approved without tranferee becoming a signator to this Franchise
be subject to at least the procedures and subjects described in this costs(with interest at two(2%)percent in excess of the then prime rate),up J.Any transferee shall be subordinate to any right,title or inter
section. to the full amount of the bond,antlwhich
bond shall further guarantee SECTION 2.REMOVAL AFTER TERMINATION OR REVOCAT
2)City may require,at its sole discretion,System performance evaluation payment by Grantee of all claims and liens against City or any public A.At the expiration of the term for which this Franchise is grant
sessions at any time during the term of this Franchise or as required by property,and taxes due to City,which arise by reason of the construction, its revocation or termination,as provided for herein,City shall he
fele al or state law.Such evaluation sessions shall be conducted by City operation,maintenance or use of the System. to require Grantee to reo ,at Grantee's expense,all or any po
thin 30 days of the third,fifth and tenth anniversary dates of the B.The rights reserved by City with respect to the bond are in addition to all" System from all stmreets andvepublic property within City.In so ret
effective date of acceptance of this Franchise by Grantee. other rights the City may have under this Franchise or any other law. System,Grantee shall refill and compact at its own expense any
3)All evaluation sessions shall be open to the public and notice of sessions C.City may,in its sole discretion,reduce the amount of the bond. that shall be made by it and shall leave all streets and public per
published in the same way as a legal notice.Grantee shall notify its gRTICLE[X good a condition as that prevailing prior to Grantee's removal of t
s bscnbers of all evaluation sessions by announcement on at least two DEFAULT and without affecting,altering or disturbing in any way electric,h
channels of the System between the hours of 9:00 p.m.and 9 00 p.m.for SECTION 1.NOTICE AND DEFAULT other utility cables,wires or attachments.City shall have the rtgh
five consecutive days preceding each session. A.City shall give written notice of default to Grantee if City,in its sole d approve the condition of such streets and public property aftt
4)To which may be discussed at any evaluation session may include, discretion,determines that Grantee has: The Letter of Credtt,Bonds,Insurance,Indemnity and Pen Ity pi
but not be limited to,service rate structures;franchise tee;penalties, (1)Violated any provision of this Franchise or the acceptance hereof,or this Franchise shall rematn in full force and effect during the ent
free or discounted services; ppitcation of new technologies;system any rule,order,regulation or determination of the City,state or federal o al.
performance;services provided;programming offered;community government,not in conflict with this Franchise; reB.If,in the sole discretion of City,Grantee has failed to commen
s;local origination;customer complaints;privacy;amendments (2)Attempted to evade any provision of this Franchise or the acceptance of System,or such part thereof as was designated by City,within 31
to
are
Ortlinance;Judicial,Board and FCC rulings;line extension hereof; written notice of City's demand for removal is given,or if Grante.
policies;and Grantee or City rules. - (3)Practiced any fraud or deceit upon City or subscribers; to complete such r movaI within ty one year after written none
5)During a review and evaluation by City,Grantee shall fully cooperate (4)Made a material misrepresentation of fact in the application for or demand for removal is given,City shall have the right to exercis.
with City and shall provide without cost such information and doom- negotiation of the Franchise; following options:
ments as City may request to reasonably perform the service. or (1)Declare all right,title and interest to the System to be in C
6)If t any time during its rev w,City determines that reasonable (5)Incurred a 12 month or more delay in the construction schedule. rights of ownership including,but not limited to,the right to
evidence exists of inadequateSystem performance,it y require B.If Grantee fails to cure such default within 30 days after the giving of System or transfer the System to another for operation by it
Grantee to perform tests and analyses directed toward such susp ted such notice(or if such default is of each a character as to require more than 30 (2)Declare the System abandoned and cause the System or
nadequacies t the Grantee's o n expense. Grantee shall fully days within which to cure the samef;and Grantee tails to commence to cure thereof,as City shall desig te,to be removed at no cost t
co perste with City in per forming such testing and shallprepaIn results the same within said 30 day period and thereafter(ails to use reasonable cost of said removal shall he recoverable from the Lettei
and a report,if requested,within 30 days after notice.The report diligence,in City's sole opinion,t0.cure such default as soon as possible), Bonds,Insurance,Indemnification and Penalties p ovided
preparetl by Grantee shall include at least: then,and in any event,such on
shall be a substantial breach and City,at Franchise,or Goin Grantee directly as a liquidated damagt
(a) A description of the problem in System performance which its option,may elect to either cure the default or terminate this Franchise as C.Any.portion of the System not designated by City for ren
precipitated the special tests. follows: belong to and become the property of City without payment to G
(b)What System component was tested. (1)City may cure any default for the account at the cost and expense of Grantee shall execute and deliver such documents,as City shall
(c)The equipment used and procedures employed in testing. Grantee and all sums so expended by City,Including attorneys'tees form and substance acceptable to City,to evidence such ownershi
(d)The method,if any,by which Such System performance problem carred in curing such dpi whether suit be brought or not,with SECTION 3.WORK PERFORMED BY OTHERS
resolved. interest thereon at a rate per hnnum two(2%)percent is excess of the A.Grantee shall give notice to City specifying the names and a
was(e)r Any other information pertinent to said tests and analyses which then prime rate,shall be paid be Grantee to City,upon demand,and any other entity,other than Grantee,which performs services I
m y be required by City,or determined when the test is performed. failure to so pay upon de to andlikewise may be deemed by City to be a this Franchise,provided,however,that all provisions of this
City may require that tests be supervised at Grantee's expense by a default under this Franchise. i the responsibility of Grantee.
consultant
designated by City.The consultant shall sign alt records of (2)City may place the issue of revocation and termination of the Franchise reB aAII provisions o[this Franchise shall apply to a y subco
special tests and forward to City such records with a report interpreting before the Council a[a regular.meeting of the City Council.If City others performing any work or services pursuant to the provis
the results of the tests and recommending actions to be taken, decides there is cause or reason W terminale,the following procedure Franchise.
(9)As a result of a periodic review or evaluation session,City may require shall be followed: - SECTION 4.INTEREST RATE
Grantee to modify the System r to provide additional services. (a)City shall provide Grantee with a written notice of the reason or For purposes of this Franchise,p me rate shall mean the inter
Grantee will comply with any such requirement of the City unless,in cause for proposed termination and shall allow Grantee a minimum of from time to time by the First National Bank f Minneapolis
III le opinion of City,technology does of permit t,or Grantee 30 days subsequent to receipt of the notice in which to correct the unsecured loans to commercial borrowers of the highest credit In
establishes to the satisfaction of City that the cost would prohibit the default. r SECTIONS.GENERAL PROVISION ON RIGHTS AND REME
implementation of the modification or the additional services. (b)Grantee shall be provided with an opportunity to be heard ata A.All rights and remedies given to City by this Franchise
'ECTION 5.FRANCHISE RENEWAL public hearing prior to any deglsion[o at
[his Franchise. addition to and cumulative with anY and all other rights or rem di
4.Grantee may apply for renewal'o(this Franchise not earlier than 18 (c)In the event that City determines to terminate this Franchise,the r' plied,now or hereafter available to City at law or in equit
)nibs prior to the expiration of this Franchise oa forms provided by City. Grantee shall have a period of 30 days beginning the day next following rrights and remedies shall not be exclusive,but each and ever
ren iation period shall commence not less than 12 months before the written notice to Grantee of such decision,within which to file an appeal remedy specifically given by this Franchise or otherwise existi
pig eg of the Franchise Term. Ith the Board,pursuant to thethen applicable statutes and procedures m be exercised from time to time and as often and in such oede
B.Grantee may be approved,and this Franchise or modification to it may (the Board.During such 30 day period and until the Board determines deemed expedient by City,and the exercise Of—or more rights
ed or extended,by Ci,
ac
with the then existing rules of - the appeal,if an appeal is taken,the Franchise shall remain in full shall no[be deemed a waiver of the right to exercise at the as
erFCC,the Board,the City and all other applicable laws,ordinances,rules force and effect,unless the to,thereof sooner expires. thereafter any other right or remedy.No delay or omission of
regulations. (d) If Board pp roves of 4h action of City,the Franchise shall exercise of any right or remedy shall impair any such right or r
Nothing'n this Franchise shall be construed to require renewal or - terminate immediately.If Board disapproves of the action of City,the shall any such delay o omission be construed to be a w.
tension of this Franchise. Franchise shall remain in full'Torce sad effect for the full term hereof acquiescence to any default.The exercise of any such right or rem
D.City shall conduct an investigation and evaluation of the Grantee and the unless sooner terminated io a'ecordancI with the provisions hereof,or - hall t release Grantee from its obligations,or any liability,
stem and the renewal proposal.This investigation and evaluation shall be applicable law or rules of Boaid. Franchise.
in ed by City within six months after receipt of the application and SECTION 2.CROSS DEFAULT B.In addition to all other remedies granted or available to Citi
termination by City of its completeness. .4.If Grantee should be in defaultfinder any oI the terms or provisions of a be entitled to the re trains by injunction of the violation,or al
E.Renewal of this Franchise may not be for more than 15 years,unless franchise,or acceptance[hereof,df another my(then a party to a Joint threatened violation,by Grantee of any terms or provisions ofthis
herwise permitted by federal or state law. Powers Agreement relating to the System),at City's option,to be exercised to a decree compelling performance by Grantee of any termor
ARTICLE VII. by notice to Grantee given story any time while such default exists,such default this Franchise.
(Reserved) may be deemed by City a default by Grantee under this Franchise. SECTION 6.APPLICABLE LAWS AND COURT DECISIONS:
.ARTICLE VIII. B.This section,or any other section or provision of this Franchise,shall not SEVERABILITY
INDEMNIFICATION,INSURANCE.LETTER OF CREDIT AND BOND be deemed to incorporate into this Franchise by reference any other A.Grantee and City shall,at all times,comply with all laws,
SECTION 1.GENERAL franchisesand regulations of federal,state and City government relating to
A All rights of City pursuant to indemnification,insurance,letter of credit ARTICLE X. this Franchise.
bond,as provided for by this Franchise,are in addition to all other rights FORECLOSURE,RECEIVERSHIP AND ABANDONMENT B.If any law,ordinance or regulation shall require or permit
I City may have under this Franchise or any other ordinance,rule, SECTION d.FORECLOSURE perform any service or shall prohibit Grantee from performing
gulatlon or law. Upon the foreclosure or other judicial sale of all or a part of the System,or which may be in conflict with the terms of this Franchise,then
B.The exercise or failure to exercise by City of any rights pursuant to any uppon the termination of any lease covering all or part o[the System,Grantee possible following it thereof.Grantee shall notify City of
tion of this Franchise shall not affect in any way the right of City to shall notify City of such faetand such notification shall be treated as a conflict believed to exist between such law,ordinance or regulati
bsequently exercise any such rights or a y other right of City under this notification that a change In control of Grantee has taken place,and the C.If City determines that a material pro ision ofthis Franchise
n his,or any other ortlinance,rule,regulation or law. provisions of this Franchise goverrilrig the consent to transfer or change in by ch law,ortlinance or regulation,City shall have the right
SECTION 2.INDEMNIFICATION AND INSURANCE - ownership shall aDP1Y without regard to how such transfer or change in modify,alter or repeal any of the provisions of this French
A. Grantee shall fully indemnify,defend and hold harmless,City,its ownership occurred. n noble extent as may be necessary to carry out the intent ani
file
rs, boards, commissions, elected officials, agents and employees SECTION E.RECEIVERSHIP this Franchise,and Grantee hereby agrees[o such amendment,m
Inst any and all costs,damage,expense,claims,suits,actions,liability City shall have the right to cancel this Franchise 120 days atter hl-
it alteration or repeal of this Franchise.
.d judgments[or damages, eluing but not limited to,expenses for legal ppointment of a receiver or trustee to take over and conduct the business of D.To the extent any provision of the Offering or rules of Bo.
whether suit be brought or not,and disbursements and liabilities Grantee,whether in receivership,reorganization,bankruptcy or other action specifically It
out in this Franchise or not validly incorporate,
es,red by City in connection with or proceeding nlees such reeeiverehip or trusteeship shall have been reference,City from time to time may amend this Franchise to ii
(1)Damage to persons or property,in any way arising out of or through the visated prior to the expi aHon of said 120 days,or unless:
acts oromissions of Grantee or City,their respective servant s.officials. (a)Within IRO days after his:election or appointment such receiver or
agents or employees or to which Grantee's or City's negligiyce or that trustee shall have fully compliedwlthalltheprov(eloas of this Franchise and
V
p _.
I of the delinquent tee or charge and the payment of a reconnec«on charge, of their respective servants,agents,officials or employees snail in any
fee shall promptly reinstate the subscriber's cable service. contribute: T" " receiver or trustee,within said 120 days,shall have ew
B.Refunds to subscribers shall be made or determined in the following (2)Arising out of any claim for invasion of the right oI privacy,for agreement with City,duly approved by the Court having jurisdict.
(1)If Grantee fails,upon request by a subscriber,to provide any service drefamotion of any person,firm or corporation,or the violation or premises,whereby such receiver or trustee assumes and agrees to
n'ien being offered,Grantee shall promptly refund all deposits o
infringement of any copyright,trademark,trade name,service mark by each and every provision of this Franchise.
advanee charges paid for the service in question by
.said subscribers or pealent,or of any other nglg of any person,firm or corporation, SECTION 3.ABANDONMENT
This provision does not alter Grantee's responsibility to subscribers pt,claims because of City'sown programming;and Grantee may,not abandon any portion of System without having
under any separate contractual agreement or relieve Grantee of any (3)Arising out s Grantee's failure to comply with the provisions of this less than three months prior notice to City and Board.Further,Gra
u[her liability. Franchise.any federal, tate or local law,ordinance or regulation not abandon any portion o[System without compensating City for
'2)I[ a y y er applicable to Grantee or the System. r oiling from the abandonment.The amount of damages result
any subscriber terminates n mo thl s because f failure f (4)Any and all claims which Grantee may now or hereafter have or claim bandonment and due City shall be determined in the sole discretio
Franchise to to render the service in acrnrtlance with Franchise,Grantee shall to have against City,its servants,agents,employees or officials,due to An abandonment of any portion of the Systema determined in
fwd to such subscriber the proportionate share of the charges paid by the a'sing out of damage to any of Grantee's property or equipment, discretion of City shall be a cause for termination of this Franchise
subscriber for the services not received.This provision does not relieve Gran- Including,without limitation,resulting or consequential loss of income, ARTICLE XI.
tee of be
established in other provisions of this Franchise. injury to reputation,or any other resulting or consequential damages of PURCHASE OF SYSTEM
:.If any subscriber terminates any monthly service prior to the end of a any kind,caused by or resulting from acts or omissions of City or any of SECTION 1.GENERAL
epaid period,a proportionate amount of any preppaid subscriber service its servants,agents,employees or officials. A.If at any time Grantee receives a bona fide purchase offer for th
sing the number of days as a basis,shall be refuntled to the subscriber B.If suit be brought or threateded against City,either independently or which Grantee is willing to accept,a complete copy of such o;
Grantee. not
with Grantee,or with any other son or municipality,Grantee,upon rom
). Continued failure by Grantee to provide ervices required by this n tfice given by City,shall defend Cilper ac o ptly be given to City and Cityo all have the eight to
sue th
nchise may,in the discretion of City,be cause for imposition of a enol[ y at the cost of Grantee,and it final ding to the terms of that offer. City shall ch
termination of[his Franchise. penalty judgment is obtained gains,City,either fi dependently or jointly with ubmitting to Grantee,within six months after City's actual rete
;ECTION 4.FRANCHISE FEE,RATES,CHARGES,CHANGES IN FEES Grantee,or any other defentlants,Gran[eesha.indemnify City and pay such bona fide offer,notice[hat City desires to purchase the System ppu
�D PROCEDURES jutlgment with all costs add satisfy and discharge[he same. said offer.If City does not exercise such right the System may be
i,)Full Regulatory Power Reserved C.City reserves the right to cooperate with Grantee and participate in the o ly on the terms submitted to City.If any changes aremadein the
1)All rates and charges shall be subject to regulation by City,m a manner of of any litigation either through intervention or otherwise.Grantee offer given to City,such purchase offer,as so ebanSect shall again b
to be provided by Council In the absence of any City Action taken to hall play upon receipt of written demand from City,all expenses incurred by City and City shall have six months from actual receipt by City of th.
exercise rate regulation,Grantee shall be subject to the rate regulation City defending itself with regard to any matters in this section.These - changeof within which to exercise its right to purchase the System
provis ons provided for herein,and of the State or its a expenses shall include, bol n l be limited to, a«orneys'fees,and the to[h4oFfer,as changed,all as above provided.It City does not ex
from time to time be applicable. gentles that may reasonable value of services(as determined by City),rendered by City or any right,o purchase the System pursuant to any offer given no City pe
2)In addition to the power to regulate rates and char employees,agents or representativesuf City this paragraph.and the System is not sold to the buyer and on the
gu gas,City hereby SECTION 3.INSURANCE out In the offer given to City then the right of City to purchase th
es the right to adopt regulations governing Grantee's collection A.Grantee shall maintain liability insurance covering its obligations of shall continue,and all subsequent purchase offers shall be give
reservof advance charges and deposits,installation and reconnection charges, indemnification provided for in or as a result of the exercies of this Franchise pursuant to this paragraph.Also,the City's right to purchase pursut
policies and procedures, disconnection charges, policies and pro- ring both the City and Grantee and shall maintain said insurance during paragraph shall survive every ale to a buyer and shall continu
C res,and the availability of refunds. the entire term of this Franchise in the minimum amount ot: binding upon every buyer of the System.
3)Cast formal'
or installing any part of the System will be a factor in the rate only (1)$500,000 for property damage to any one person; B.Upon forfeiture,revocation or termination of this Franchise,
if such cos[was,ncurred within City. (2)$2,000,000 for propertyedamage in anyone act or occurrence; in I expiration o[the Franchise term,City shall have the
4)The territory for rates applicable to System shall be City and all Cities (3)$1,000,000 for personal injury to any one person;and purchase the System.Such right shall be exercised u o written
then parties to a joint powers agreement relating to the System. (4)$2.000,000 for per
injur p
Franchise Fee. Y in anyone act or occurrence. Grantee given within six months atter the occurrence of any such e
U)Throughout the term of this Franchise,Grantee will H.Such insurance shall be with a Company acceptable to City and shall SECTION 2.PROCEDURES
pay to City,within otherwise be in form and substance acceptable to City.Such insurance policy In the event City elects to exercise its right to purchase the 5
80 days alter the end of each fiscal year of Grantee,an annual tee of five with written evidence of payment of required premiums shall be tiled and provided in Section 1B of this Article,the following shall then apply
fee percent of all gross revenues.No payment will be allowed of any maintained with City during[he term of the Franchise..The above minimum A.City and Grantee shall negotiate all terms and conditions of the
fee that is different from five successful
percent,other than the filing fee and ounts shall be changed from time to time by Grantee as requested by City. of the System.
payment required of the successful applicant as established to recover Grantee shall immediately give notice to City of any threatened or pending B.If City and Grantee cannot agree upon the terms and condith
the costs of franchising.Grantee agrees to support any waiver required litigation affecting this insurance. p n
Per
City shall have the right to proceed to arbitration.Arbites
by the FCC for the established Iranchise fee.The annual fee may be C.Neither the provisions of[his section nor any damages recovered by City ommence and proceed according to applicable Minnesota law i
subject to renegotiation at such as federal or state authorities no longer shall be construed to,or shall,limit the liability of Grantee. follows:
egula,e the amount of[he tee,but in no event shall the renegotiated tee D.No recovery by City i f any sum by reason of the Letter of Credit or Bond (1)The parties shall,within 15 days of City's decision to In
be less than five percent(5%). required in this Franchise shall be any limitation upon the liability of Grantee rbitration, ppclot one arbitrator each who is experiei
!)Payment will be made to City with an itemization of the gross revenues to City under the terms of this section,except[hat the sum so received by City knowledgeable P.the purchase and valuation of business
derived(rom the services in City. from such Letter of Credit or Bond shall bededucted from a recovery under Arbitrators shall each agree upon the selection of a third a
.Rates and Other Chargees. this section,if for the same act or occurrence. similarly qualified,within 15 days after appointment of[h
;)Rites and charges barged by Grantee for monthly service and E.All insurance policies maimemed'pursuant to this Franchise shall arbitrator.
ata llaation and ,her chargeshereunder hall be uniformo,viaer and contain the following endorsement: - (2)Within 30 days after appointment of all arbitrators and upon
re' ble and designed to meet all ssary costs f service, It is hereb➢ nderstood and agreed that this insurance policy may written notice to parties,the arbitrators shall commence a h
eluding a fair rate of return on the original cost,less depreciation,of not be can,
nor the intention nalda renew be stated until 60 days the terms and conditions of the purchase in disput.
I
he t sale properties devoted to such service(without regard to any subse- after receipt[o City,by registered mail,of written notice of such (3)The hearing shall be recorded and may be transcribed a[the i
quem sale or transfer price or cost of such properties). intention to cancel or not to renew. ither party.All hearing proceedings,debates and deliberat.
!)For two years after commencement of construction of System,or until SECTION 4.LETTER OF CREDIT be open[o the public and at such times and places as contair
completion of all construction required by Article V,Section 1 of this A.At the time of acceptance of this Franchise,Grantee shall deliver to City [ice or as thereafter Publicly stated in the order to adjourn.
Franchise,whichever is longer as determined by City,the maximum rre cable and unconditional Letter of Credit,in Form and substance (4)The arbitration panel shall be required to determine the purcb
rates shall be lheanpe fat mates of Grantee as include an Exhibit Bfi cceptable t0 City,from a National or State bank approved by City,in the f the System according to the standards established m par
attached hereto d de part t this Franchise d known tot$50,000. - below.
Grantee Schedule of Rates. a B.The Letter of Credit shall provide that funds will be paid to City,upon (5)At[he close of the hearings and within 30 days,the arbitra
I Servicerequests for maintenance or repair of Grantee's property shall be per- written demand of City,and'n an amount solely determined by City in prepare written findings and make a written decision agreed
as a resat no charge to a subscriber.If such maintenance Orr
is required payment for penalties charged pursuanl;to paragraph C o[this section,m ajority of[he arbitrators which shall be served by mail upor
W[of damage caused by subscriber,Grantee may charge as a max- payment for any monies owned by Grantee pursuant to its obligations under Grantee.
um its duce[costs for material and labor for service calls to subscribers' this Franchise,or in payment for any damage incurred as a result of any acts (6)The decision of a majority of the arbitrators shall be binding i
I)Rate for services not initially included in Exhibit B shall be established o fissions by Grantee pursuan[to this Franchise
rC.In addition[o recd of an parties except that City may, its le If
tl wit
my by amendment of this Franchise. recovery y monies awed by Grantee to City r penalty or cost to City of any kind,withdraw its offer to purcht
.Rate Changes. damages to City as a result of any acts or.omissions by Grantee pursuant to 90 days of receipt of the final decision of a majority of the orb.
.)No rate change shall be approved that would result in different rates or the Franchise,City in its sole discretion may charge to and collect from the (7)Either party may seek judicial relief to the extent authorle
charges for eshall to similarly situated subscribers in the rate Letter of Credit the following penalties: Minnesota Statutes,M.S.A. 572.05 and 572.19 as the sam
territory,in the sole opinion of City. (1)For failure to complete System construction in accordance wit hamended,arid,in addition,under the following circumstances
!)No rate or charge change will be approved unless all of the standards Grantee's initial service area plan,unless City approves the delay,the (a)A party tails to select an arbitrator;
for review have been nsidared and evaluated and determinations penalty shall be Two Hundred Dollars($200.00)per day for each day,or (b)The arbitrators fail to select a third arbitrator:
have been made,all pursuant to this Franchise. part thereof,such failure occurs or continues. (c)One or more arbitrator is unqualified;
I)The standartls for reviewing a proposed rate change will include at (2)For failure to provide data,documents,reports or information or to (d)Designated time limits have been exceeded;
least the following: cooperate with City during an application processor System review,the (e)The arbitrators have not proceeded expeditiously;or
(a)The ability of the Grantee[o render System service and[o derive penalty shall be Fifty Dollars($50.00)per day for each tlay,or part (f)Based upon the record the arbitrators abused their disci
reasonable profit therefrom under the existing rate schedule and thereof,such failure occurs or continues. (8)In the even[ Court of competent jurisdiction determines
proposed rate schedule; (3)For failure to comply with any of the provisions of this Franchise for trators have abused their discretion,it may der the at
(b)The revenues and profits derived from System services; hich a penalty is not otherwise specifically provfided pursuant[o this procedure repeated and issue findings,orders and directions,
(c)Tax benefits received by Grantee,its partners orshareholders,as Paragraph C,the penalty shall be Fifty Dollars($50.00)per day for f suit to be awarded to the prevailing party.
the result of their investment in the System; ach day,or part thereof,such failure occurs or continues. (9)Cos[of arbitration shall be borne equally.
(d)Cash flow derived from System services; (4)For failure to test,anaylze and report on the performance of the System C.The purchase price of the System to be petit by City shall be the
(e)The efficiency of Grantee; following a request by City,the penalty shall be Fifty Dollars($50.00) deppreciation(as shown on the books and records o[Grantee)
(f)The quality o[the service offered by Grantee; per do for
for each day,or part thereof,such failure occurs or continues. v luI,whichever is less.Goodwill shall not be included in the porch
(g)The original cost of the System,less depreciation; (5)For failure by Grantee to moddy the System or to provide additional o[[he System.
(h)A fair rate of reform with respect to investments having similar services within 45 days after required by City following a pperiodic D.Grantee expressly waives its rights,if any,[o relocation costs t.
risks to that of providing cable communication services; view renegotiation session the penalty shall be Two Hundred otherwise be provfided by law. -
(i)The extent to which Grantee has adhered to the terms of this Dollars(8200.00)per day for each day,or part thereof,such failure E.The date of valuation shall be no earlier than the day following
Franchise; - occurs or continues, t revocation,forfeiture,expiration or termination of this Franchi
(j)Fairness to residents and subscribers; (6)Forty-five days following notice from City o[a failure of Grantee to later than the date City makes a written offer for the System.
(kj Capital expenditures by Grantee in providing updated technology comply
with construction, Aeration or mai tenance standards,the ARTICLE XII
and service to subscribers; penalty shall be Two Hundred Dollars($200.00)per day[or each day,or MISCELLANEOUS
(1)The extent to which Grantee has then provided service[o Schools, par[thereof,such failure occurs or continues. SECTION 1.TRANSFER OF OWNERSHIP OR CONTROL
hospitals,libraries,publicly owned or leased buildings and similar (7)For failure to provide the services Grantee has proposed,including but A.This Franchise shall not be assigned or transferred,either in w
institutions within City not(united be the i plementa[ion and the ulilizatwn of the c ss part,or leased,sublet or mortgaged in any manner, or shall[i[L
(m)Such other factors as City may deem relevant. hannels and the making available for use of the equipment and other either legal or equitable or any right,interest or property therein,
)The procedures to be followed in changing a rate or charge shall include facilities to City,the penalty shall be One Hundred Dollars($100.00)per v st in any person without the prior written consent of City,whit
at leas[the following: day for each day,or par,thereof,such failure occurs or continues. shall not be unreasonably withheld.Further,Grantee shall not sell a
(a)An application for a rate change will be submitted to City and a (fl)Each violation of any provision of this Franchise shall be considered a any stock or ownership interest so as to create a new controlling
copy filed with the Board. separate violation for which a separate penalty orm be imposed. except with the consent of City, hich consent shall not be unit
(b)The application shall be supported by statistical and other proof D.Exclusive of the contractual penalties set out above fin this section,a ithheld. The the,
described in this paragraph shall, in
Ind hall that the existing rate or charge is inadequate and un- vi lotion of any provision of thisFranchiseis a misdemeanor. discretion of City,be considered sale or transfer of Franchise v
essonable and that the proposed increases are required to enable E.Whenever City finds that Grantee has violated one or re terms, meaning and intent in the following paragraph.
Grantee to render service to fulfill its obligations under this Franchise conditions or provisions of this Franchise,a written notice shall be given to B.Any sale or transfer of Franchise,including a sale or transfer
and to derive a reasonable profit therefrom. Grantee informing it of such violation.A[any time after three days following f a fundamental corporate change,requfres the written approve
(c)The application shall include current information and financial notice,City may draw from the Letter of Credit all penalties and other monies Any sale or transfer of Franchise shall be subject to the provisions
information with at least the following: due City. les prohibiting certain ownership.The parties to the sale or It
1.Balance sheet; - F.Whenever ia penalty has been assessed,Grantee may;within ten days of Franchise shall make written request to City for its consent.City a
2.Income statement; otice,notify City[hat there is a dispute as to whether a violation or failure n writing within 30 days of actual receipt of the request and shall'
3.Statement of sources and applications of(ands; has,,n fact,occurred.Such notice by Grantee to City shall specify with approval f the request or its determination that a public h
4.Detailed supporting schedules of all,uses,income,assets and particWarily the matters disputed by Grantee. necessary�Ci[y shall conduct apublic hearing on the request within
other items as may be required by City; (l)City shall he
Grantee's dispute al the ext regularly scheduled such
determination if it determines that a sale or transfer of Front
5.Statement of current and projected subscribers; me Council seting. City shall supplement the Council decision with adversely affect the Grantee's subscribers.
6.A current list of rates and charges of Grantee applicable to Systems written
findings of fact. C.Unless otherwise already provided for by local law,notice of
owned or operated by its parent corporation or other subsidiaries (2)Upon a determination by City that no violation has taken place,City hearing shall be given 14 days prior to hearing In publishi
affiliates of its parent corporation a[other locations; shall refund to Grantee without interest all monies drawn from the thereof once to a newspaper of general circulation in the Ctty.The m
7.A current list of rates and charges for other systems in the seven Letter of Credit by reason of the alleged violation,less all costs and contain the date,time and place of the hearing a d shall briefly
_unty Metropolitan area; attorneys'fees incurredsby City as a result of Grantee's appeal. substance of the action to be considered by City..Within 30 days
ry—ts,A FRANCHISE TO MINNESOTA CABLESYSTEiMS- led 'rid free from ghbsl i ger,-Without material degradali on a.....
�eoio r responded to by a er ce representative at the lac
SOUTHWEST,A MINNESOTA LIMITED PARTNERSHIP,TO OPERATE fidelity.The System shall produce a sound that is undistorted on any receiver plain[b Grantee 24 hours.If reasonably y pass
AND MAINTAIN(CABLE COMMUNICATIONSYSTEMIN THECITY; of a su bscriber. Grantee,at its eitpenae,shall install and maintain the System so as sheall rectifythe cause of all valid complaints.Ifatom
SETTING FORTR CONDITIONS ACCOMPANYING THE GRANT OF not to interfere
with any subscriber'9 receipt of local broadcast Stations, r etified within three days,the complainant may then rile t
FRANCHISE;PROVRIBINGDING RREGULATION,AND USE OF THE B.The System shall lransmitoi'distribu[a signals to all television and radio (4)City
City.
SYSTEM;AND PRESCRIBING PENALTIES FOR THE VIOLATION OF receivers of all subscribers wlthool Causing crossmodula[ion In the cables or ode to them[If hall prepayy time after theifilm
g of ecoid ofai
ITS PROVISIONS interfering with other electrical'-or electronic systems or the reception of City determines,in its sole tliscretftn,[hat the complaint
The City Council of the City of Edina ordains: other television or radio receivers: violation of this Franchise,
STATEMENT OF INTENT AND PURPOSE C.Grantee shall construct and maintain System that at least eels any law,ordinance o
The City inttenaas,0y the a�ad Ih of this Franchise,to bring about the m technical standards now or hereafter promulgated by the FCC Franchises CiEailure in the performance of Grantee pun
development f System, d the continued operation of it. Such relating to cable communications systems;provided,however,that in no issue written notice spin ecif addition to.any other remedy ev
development can contribute significantly to[he communication needs and ying the nature o[the complaint
desires of many. Further, the Cit event shall the technical standards required[o be me[by Grantee be less Grantee to appear at the next regularly scheduled Counetl
p....M"
nt f Y may
achieve better utilization d stringent than the FCC standards in effect at the time of the adoption of the said Council meeting,Grantee shall explain its failure t
public services with the development and operation of a Ordinance,nor shall Grantee to required to meet minimum FCC technical complaint and show cause why the Council should not trial
Cable Communications System. standards which apply solely a cable communications systems for which
Post studies,participated in by Ci[y,have led the way for organizing a franchises are proeeedmgs Failure by Grantee to appear may result,
ea ns of procuring and securin D.The S granted subsequent to the acceptance of this Franchise. discretion of City,in the termination of this Franchise.
best suited to the City,in the d g a Cable Communications System deemed System shall be installed and remain capable o[using all band ARTICLE V.
ju gment of the Council.This has resulted a the quipm t and of passing the entire VHF bands,mid-band,super-bands and CONSTRUCTION,INITIAL SERVICE AREA
preparation and adaption of this Franchise. FM bad up to 402 MHz. LINE EXTENSION AND CONSTRUCTION STANDAR
In the review of Grantee's FINDINGS E.The System shall be designed for and operated on a 24 hours a day SECTION 1.INITIAL SERVICE AREA
hearings.the City Council makes thel following finding ts d as a result of public en tinuous operation basis. A.Engineering and design shall be nompleted within one year
A.The Grantee's technical ability,Iinancial condition,le 1 e Grantee sh all specily the procedure for initially and subsequently testing granting of this Franchise and a sig (leant amount of lea
and character were considered and a 6a qualifications, con technical -Pacify of the System and agrees to have City select a opinion of City,shall be completed within one year-after Grantee
due notice and reasonable opportunityto be heard(uli public proceeding after sultan[to review antl perform such testing procedure.The results of any all necessary governmental permits, licenses, certificates
B. Grantee's Plans for constructingrid o tests required by the FCC shall be(fled within ten days of the conduct of such iz tions.
nsidered and found adequate and feasible in^f�ll linoli,he System re tests with the City and the Board.Other representatives of City may be B.Grantee shall Provide service to all residences now or here
due notice and reasonable opportunity to be heard; Pu Proceeding after present during testing.The tests may be done annually at such times as is the initial service area as such area is identified on the map alta
C.The Franchise granted Ui Grantee by City complies with the existing determined by City,with notice to Grantee.All expenses for all such tests es Exhibit a and made a part her
ppltcable Minnesota Statutes and regulations and Franchise standards of shall be paid by Grantee. C.Construction maps and schedules,included as a part of E.
Board;and SECTION 9.TWO_WAy CAPACITY also hereby made a part of this Franchise.All construction with
D.The Franchise Grantee shall initially activate and thereafter maintain a two-way capable service area will De completed according to Exhibit A within witE
granted to Grantee is nonexclusive. System(audio,video and data impulse).This will include fully interactive (the"constructioneigh
ARTICLE I ya can period")after the date of issuance of the C
SHORT TITLE AND DEFINITIONS se me apability provided b tralized computer ayslem and custom- Confirmation by the Board.
SECTION 1.SHORT TITLE i ed subscriber home terminals, backed up by full standby powering D.The energized trunk cable shall be extended throughou
This Ordinance shall be known and cited as the Cable Communications throughout the System. service area whin eighteen months (ler the date of issu:
Ordinance. SECTION 4.FACILITIES Certificate of Confirmation by the Board.All persons and entlth
SECTION E.DEFINITIONS The Grantee shall construct,maintain and continue to provide all facilities route of the energized trunk cable who desire them will have loot,
For the purpose of the Franchise,the following terms,phrases,words and rid equipment set forth in the Offering including,but not limited to,the Installed andactivated within the same eighteen-month period.
their derivations shall have the meanin headend,hubs,distribution system,studios,equipment and other facilities. E.Grantee shall give residents 90 days'advance notice o[the
Wit the context,words used in the g g'ven Se inall.herein.When not inconsiswordtent Grantee's plan,as set forth in the Offering,For implementing
the construe- merit of construction affecting their property,which notice shall f
the plural number include the singular he words
'S words(lin the singular tion,utilization and maintenance of these facili[iss,including its plans for how the work will be carried out,
number include the plural number. The words "shall" d "will" re accommodating ilyPerformed,
future growth and changing needs and desires,shall be fully F.The requirements of paragraphs A,B,C and D may be wai
andatory and"may"is permissive.Words not defined shall be and timely performed. only upon the occurrence of unforeseen events or acts of God,but
n and ordinary meaning. given their SECTION S.SPECIAL CHANNEL AND ACCESS REQUIREMENTS shall the construction period be greater than five years from Com.
A.comm"Basic Service"means all subscriber services A.Grantee will carry broadcast stations in accordance with FCC rules as of construction.
i eluding the delivery of broadcast si Is,Covered bypthe regular monthly from time to time revised. SECTION E.LINE EXTENSION POLICY
charge paid by all subscribers. g B.No converter will be required for the seven channels of the Universal Grantee's extension f service to those areas not included tr
separate charge is made. excluding optional services for which a Service Tier.Converters may 6e required for the Family Service Tier and for service area shall be done pursuant to the following requirement:
B."Board"means the Minnesota Cable Communications Board. the Full Service and Interactive Tiers.A charge for lease or purchase from A.Residences located osgqtde the initial service area will t
C."City"means City of Richfield,a municipal corporation,in the State of grantee may be�y etbherGrsource.o For premum sera subscriber rvlicese Grantee may the cost to Grantee[cal culf.ated on a t m and nmater al bas se of ext
Minnesota. curve
from
D. Class IV Channel"means a signalingg require the use of a Grantee converter or descrambler. c ble antl necessary cable equipment to service[he residence,
transmit signals of any type Irom a subscriberaterminaildto anotheed by a rystem to C.Channel 12 shall be an emerggetncy channel operated by City. CB.Any nonresidential user requesting ervice will be provided S.
System. point in D.Grantee will provide an audi/visual emergency alert override system acceptance of a quote from Grantee.The quote shall not exceed
E.'Connection"means the attachment of the drop to the first radio or that will permit the initial interruption by City of all audio(including FM) Grantee,calculated on a time and material basis,of extending th
television set o!the subscriber a d video programming. necessary cable equipment to and an said user.
F.'Converter"means an electronic device,which converts signals a Grantee shall provide atuleeeast seven channels For access use(including SECTION S.CONSTRUCTION TIMETABLE
frequency not susceptible to interference within the television receiver of a on for each of the following s:public,government,leased,educational, A.Within 60 dews after the granting of Franchise,Grantee aha
subscriber,and by an appropriate channel selector also regional).All residential subscribers who receive all or any part of the total all necessary p mfrs,licenses,cerhnc Fratas and authorizations
d view all basconverter
si permits a subscriber services offered on the System-shall also receive all of said seven access required in the conduct of its business,including,but not limited t
gnats included in the basic service delivered at channels at no additional charge,These channels shall be activated upon use attachment agreements, microwave carrier licenses, or
designated converter dial locations. System activation and the
maintained.Grantee shall establish rules permits, licenses and authorizations to beam
G."Council"means n governing body of City. and regulations prior to System activation far the use o[access channels regulatory agencies haven 8rsaled at duly
H."Drop"shall mean governing
that connects the subscriber terminal I. which shall be approved by City before implementation and thereafter shall unication systems,or they associated microwave transmission t.of t
the nearest Feeder cable of the cable. not be altered or amended withoutaptoval of City.In pre a
I. FCC"shall mean the Federal Communications Commission and any (1)Grantee shall qu p ring such rules: after one year from the commencement of Franchise term,Gran
legally appointed,designated ar elected agent or successor. provide ane al opportunfly.[or use of access services. ceived the permits,licenses,certificates and authorizations d�
J."Grantee"is Minnesota Cablesystems-Southwest,a Minnesota Limited (2)Grantee will consider needs assessments prepared by City. this paragraph,City may terminate this Franchise without re%grd
Partnership,its agents Sr employees. (3)Grantee shall develop a plate t-'a"Illacate to City a reasonable use and delay in obtaining such permits,Itcenses,certificates and auth
K Gross Revenues" hall mean all revenue derived directl fair schedule of channel time f equipment and facilities s.that it B. Wfthfn 90 days after obtaining Il necessary permits
by Grantee,its affiliates,subsidiaries,parent,and Y or inn irwectlyh can receive programming unique[o iia needs. rtiticates antl authorizations,Grantee shall give wrstten notice
Grantee has a financial interest of five percent(9%)a or mored from ori in (4)Grantee will comply,at a minimum,with the requirements o[Ci[y and City and commence construction and installation of Sy tem..
nnection with the operation of the System,including but not limited to, tee Board now or hereafter adopted or determined 6y City or the Boartl C.Any delays in the construction If
or commencemenano:
btasic subscriber service monthly fees,pay cable fees, in and aarding access channels.Such requirements of the Board are hereby tion shall result in penalties as provided in this Franchise, d
connection tees,leased channel tees,converter rentals,studio rental, made a Part of this ordinance and inclutle the following: delays may result in the termination of this Franchise antl all
production equipment and personnel fees,and dvertisin (a)Grantee shag,to the extent of the System's available channel capacity, Privileges of Grantee hereunder.
term does not include a y.[axes n g revenues.The provide to each of its subscribers who receive all or any part of the total ser- (1)Grantee shall prompptly notify City of all delays known or at
imposed directly services Furnished by Grantee d vices offeyed on the System,rm,ptian on at least one specially designated non- the constructionof System.
y upon any subscriber or user by the State,City or other ommercial public.cress channel available for use by the general public on a (2)City may extend the time for beginning construction or may
Governmental unit and collected by Grantee on behalf of said governmental ❑rat come,nondiscriminatory basis;at least one sceciaily designated access
t' le construction timetable in the event Grantee,acting in g
L."Installation"means the connection of the System from feeder cable to �agnatef access by
a aJ aple(orllocajhoritiim at(east pec{ehy xperiences delays by reason of circumstances beyond its co
the point of connection. deal government use;-dat= SECTION 4.CONSTRUCTION STANDARDS
M. Lockout Device"is an optional mechanical or electrical accessory to a specially designated access charnel available for lease on a Fvst time,non- A.Grantee shall not open or disturb the surface of any streets
subscriber's terminal which inhibits the vie discriminatory bases by commercial and n0nmmmercial users(hereinafter property without first obtaining a permit from Ci[y for which p.
channels provided b viewing of a certain channel or [Fie"access channels").Subscribers receiving oNy alarm system services or + may impose a reasonable fee to be paid 6y Grantee.The lines,
y way of cable communications system. only data transmission services for computer operated functions shall be ex- cables and other property placed in the streets and public proper4
I "Offeringg of Grantee"eon Ofterin I shall mean that certain document empt from this requvement.The VHF specOvm shall be used for at]east one So such
dated Derembe 5,1980, titletl Offering of Grantee"and signed by [the s permit shall be located in such part of the-street or public p
Grantee antl City,which document is on file with the City Clerk. No chargesashall be mde fnearriannelatime or a tieback of a rereqequuired. call he deter pen n by City.Grantee shall,upon completion of
O. Public Property"is any real property owned by City other than a po P Y p requiring the opening of any streets or public property,restore
street. e-..=gun atleastone of the speciallydesignatetlnoncommerefalpublic 'n lading Chep ement and its grounds to as goodacondition as for
P itScrambler/Descrambler"refers respectively[o the .mess channels.However,ceMore],equipment and prodaMion coati maybe in manner a d gsamty approved byrcity,and shall exercise relvasoi
stalled to the cable c mmunications system's headend eeui ipment i- assessed For live tudio presentations exmedng five Woos length, to a aintain the a thereafter good condition.Such oo,
subscriber terminal used to isolate 4 pment and Charges for such production costs and any fees for ore of other public across performed with diligence and due care;and if Grantee shall tall I
channels basic service which is accomplished bylelectroniclallyd storterie o annals shallbe consistent with the goal affording public means the work prompt y, remove all dirt and rubbish and to put the
Ing the Signal f television access.Access facilities,equipment and/or channel time will be Public property back into the condition requ d hereby,City shat
git rprior to its transmission through the cable communications made available to the general public,any group or and/or
hislic ual el time n City pu the streets or public
shs[em and onstituting the signal at each authorized location for for tbe production and/or cablecastng Ofironcommeretat programm' free of right to t property back into good condi[
bsequent display, charge on a Gral time,nondiscrimnstory basis._ mg a tpense of Grantee.Grantee shall,upWn demand,Polio Csu�the et
Q."Sidewalk"is the Portion of a street delineated for pedestrian travel. rk done or performed,together with n dditil io as 1
R."Street"shall mean the surface of and the s (b)Wne'ever any of the access channels are in use during 80 percent damages to be determinetl by City.
blic street,road,highway,freeway,lane, Pace above and below any of the weekdays(Monday-Friday),For 80 percent off time during any B.All wires,conduits,cable and other property and facilities o
sidewalk,boulevard,parkway,drive or any easement orirightYofawlay court, onsecutive three hour period for six eeks running,and there is shall be so located,constructed,installed and maintained as not to
.asereafter held by City which shall,within its Y now or demand or use of an additional channel for the same eurpose,Grantee or unnecessarily interfere with the usual and customary[rade,n
i proper use and meaning in the hall the have six months which to provide a sGectal, Sravei upon,or other use tit,the streets and public property of City
opiniotnr of City,entitle V rantee to the use thereat for the purpose of designated access channel for the same purpose at no additional cost to
US tailing transmitting o er poles, cables, nductors, ducts, subscribers. hall keep and maintain all of its property in good condition,orders'
onduits,vaults,manholes,amplifiers,appliances,attachments and other (c) The rules also regulations established by the Grantee and so that the same shall not menace or endanger the life or prop
perry as may be ortlinarily necessary and pertinent to a System. pproved by City governing the access channels shall be filed with the Person.City shall have the right to inspect and examine at all n
,roper
T"SWSCC"shall mean the Southwest Suburban CATV Study Commission. µImes and upon reasonable notice the property owned or used,in
"Subscriber"means
any person or entity Board within 90 days after any such Channels are put foto use. hole,by Grantee.Grantee shall keep accurate maps and records o
'e d b Gr Y who subscribes to a service Id ye.
Subs,ribers receiving
prog ms on one or more special service wi es,conduits,cables and other property and facilities located co
( nether a fee see by means ofer in connection with the System regardless ch nels thout also receiving the egular subscriber secial se may and maintained in the City.Further,Grantee shall,without charge
paid for such seof ant receive only one specially designated composite access channel Com- copies ofµiees con maps records from time to time as requested by
U
. System"means System f antennas,cables,wi s,lines,towers, conduits,cables and other
egmdes or other nductors,converters,e vi naseda of progrte,amming on a s h noels.Subscribers receiving a'All Property and facilities of
gold and constructed for the purpose of produc n pmentr or Fac nfties,de- ly larm ratem services Or11data transmission ervices for sh II be constructed and installed in an orderly and workmanline m:
mplifying and distributing,audio,video and ottierrlorma of electronic or (5)The Grantee shall comply�as at ahminimum,iwi[hrhe regtuirementreoment. lyes,conduits and cables shall be installed,where possible,par.
ectrical signals,located r City.Said definition shall not inclutle any system antl Board,naw or hereafter adopted b City or Board s f C;ty electric and telephone lines.Multiple cable confineerinio consall be
holly 'nteoal to one or more multiple unit dwellings under common use of its a regarding public i Parallel and bundled with due respect for ens g deist
ship,control or management,and does not use Ci[y streets or other 9uiPment,iinnesudike ngathe fosloyaw'lint
- D.Grantee shall aat n al calmer comply Sith all applicable la ani tie
coins Property. he a in event, system a de(ibed herein shall not be in) alrequipmentlnecessar rayl[he Intl,for public use at least - ruses.regulations d dens,federal, [tate d local.In,
y
latent with he definition as set out in the rules of the Board. pia back of Y production of programmfng and in tallation, Aeration o i tenance f System 5ha11 0t end
ARTICLE If. Y prerecorded programs for the specially designated non- 'ater(ere with the safety of persons or property in the City.
GRANT OF AUTHORITY AND GENERAL PROVISIONS res commercial public access channel. The Grantee shall also make E.Whenever City shall undertake any public improvement whic
SECTION 1.GRANT OF FRANCHISE AND ACCEPTANCE dily available upon need being Shown,the minimum equipment Gra tee's eq ipment or faclfties,Cfty shall,with due regard[o re
City hereby grants to Grantee,a naneA elusive franchise subject to all of the with battertt make Q[possible to^record programs at remote locations orkmg conditions and with reasonable notice,direct Grantee to re
icor and can
ac nprai„ _..__ _ _
-1—Y—1-1cu aha acxnowieagea by Grantee system,but in no case more than 500 nor fewer than loo s' system;shall be in accordance With Its Offering.''Howeyer,Grantee%hall
•I—ed to City. SECTION 6.INSTITUTIONAL N iBna[ures. g minim m requirements: '
The S NETWORK o plyy,with the followin
m time as delivery of the executed Franchise,Grantee shall ystem shall include at a minimum separate institutional tele- c(1)Crantee shall construct underground in any area where another line,
its with City its nonrefundable acceptance tee in the soon of communications etwork,interconnected with the subscriber network,of either electrical or telephone,has been installed underground.
1.00,[or the purpose f defraying the costs and expenses of eight sections with a comlifned transmission capacity of 472 channels,with (2)Grantee shall change from aerial to undergroucnc at its own expense,in
ping this Franchise and for the enforcement antl administration full two-way capability.Said network shall be offered,activated,expanded, any red here another line hereafter hanged from aerial to
:o be in, until other Franchise fees may be realized.If such marketed and developed at a minimum in full compliance with the Offering. nderground.
o City exceed the sum of E20,000.00,City may charge such excess Need for the provision of institutional service shall be determined(n the sole (3)Grantee shall Change from aerial to underground,without Lo City,
c Grantee and Grantee shall"pay them on demand by City. discretion of City. whenever requested by City,which request can be made for a certain
curi[y deposits,Letters of Crede[,,in
contracts,'accep- SECTION 7.SERVICE TO PUBLIC BUILDINGS AND EDUCATIONAL area or areas or for the entire System.
,bonds,attorneys'opinions,organizational and creation docu- INSTITUTIONS (4)To enable Grantee reasonable opportunity to change its wiring from
a d guarantees required of Grantee by this Franchise,shall be Grantee shall provide,at a minimum,subscriber and institutional network aerial to underground, and also to Ilow it to Dre-wire all new
red with the executed Franchise and in accordance therewith. erv'ce[o all publicly owned buildings,in City(City Hall,police department, subdivisipns or new development areas,City shall provide Grantee with
2.AUTHORITY GRANTED• [ire department,schools,libraries,etc.),all educational institutions in City, ritten once of the'o011owing,but in no event shall city have any
�ants to Grantee the Permission to use streets for erecting, and all buildings now or hereafter wholly or partially owned or leased for liability for failure top de notice of the following:
,oconperating and maintaining the System.Other rights necessary governmental use by any state,federal or local government in City,or awned (a)Any changes of which City has knowledge,or which City may
on Cher public or private property must be obtained by r leased by school districts or educational institutions in City,all as'se[out in reeler,regarding a chanwgi from aerial to underground o[any fine
t City shall have no obligation to give or grant or assist in the Offering.Need[or either or both of such network services as referred to in (t lephone or electrical) 'thin its boundaries.
same. the Offering shall be determined in the sale discretion of City. (b)Any underground trenching that may be Pending
^shaft construct and maintain the System so as not to interfere SECTIONS.INTERCONNEdCTION (c)New subdivisions and development.All of such subdividers or
s f streets.Grantee shall make use of existing poles and other Grantee well comply with II present and future rules,regulations and developers shall he notified of the Franchise and the System.
iiland to Grantee. orders of the Board regarAmg interconnection of systems,and will coo erase (d)All Franchise changes affecting the wiring of the System.
standing the above grant to use streets,n°street shall he used by with any agencies or u[dities involvetl with interconnection.At such times as SECTION 5.CONDITIONS ON USE
ty in its sole opinion determines that such use is inconsistent with i terconnection is required,Grantees accomplish this without additional A.Grantee shall not place poles or other fixtures where the same will
conditions or provisions by which such street was created Or charge to subscribers.System shall be initially constructed so that other interfere with any gas,electric or telephone fixture,water hydrant or main.
presently used. systems now or hereafter constructed in any area adjacent t°System maybe B.Grantee,at the req t of
person holding a building moving Dermic
3.agrees to
MENT interconnected with System without de
lay. and with not less than five days advance notice,Shag temporarily remove,
grecs to be bound by all the terms and conditions of this SECTION 9.NARROWCASTING rod
r lower its wires,condul a and cables.The expense of Such temporary
Grantee shall provide separate programming capability to City on each of r al,raising or lowering of wires,cpnduits and cables shalt be paid by
�ntee also agrees[o provide all services specifically set forth in, the access channels on the UniversaIServtce Tier. person requesting the same,and Grantee shall have the authority to require
Y with all provisions of,its Offering to provide a System within SECTION I0.COMPUTER SERVICES uch payment in advance.
'as Of City.Further,failure of Grantee to provide a System as Grantee shall nstruct System to accommodate i to active data co s C.Grantee shall havetheauel olity tothe extent the Cityhasauthority to grant the
.wih Offering,a[City's option,shall beaviolation of the provisions unications withell dotal network transmission time of less than one-tenth me,to trim trces upon ar overhanging anystrcetor public property so as to re enc
se.In the event of conflicts or discrepancies between the (1/10)of a second. the branche of such tress fmm coming incontact with the.wires,consults and cables
r ntee and the provisions of this Franchise,the provisions which S ECT ION II.REGIONAL CHANNEL 0(Grantee:All trimming Shag be done under the supervision the and direction of City and
greatest benefit[o City,m the opinion of the Council,shall The standard VHF Channel 6 is hereby designated for uniform regional at the expense of Grantee.
channel usage.However,until the regional channel becomes operational, D. Nothing contained in this Franchise shall r sieve any person from
I.FRANCHISE TERM Grantee may oil if
the standartl VHF Channel 6 as it deems appropriate. liability arising out of the[allure to exercise reasonable care to avoid injuring
.hese shall commence upon acceptance by Grantee and shall Use of time on the regional channel shall be made available without charge. `bee Grantee's facilities while performingaany work connected with gratling,
rs from date of acceptance. ARTICLE IV. g+ading or changing.the line of any tree[or public place or with the
AREA SERVICES AND PROGRAMMING, onstruction or reconstruction of any ewer or water system.
hiss is granted for City as it exists from time to time during the SUBSCRIBER CONTRACTS,COMPLAINTS c _ ARTICLE VI.
ranchise. SECTION 1.SERVICES AND PROGRAMMING SYSTEM OPERATIONS or.
POLICE POWERS A.Services d Programming.The programming and services shall be SECTION 1.INFORMATION AVAILABILITY
's eights are subject to the police power of City to adopt and structured to three tiers,all of which will be programmed at the time of A.Throughout the term of this Franchise,Grantee shall maintain books
es necessary to the health,safety and welfare of the public. System activation,providing,at a minimum,[he programming and services and records in accordance 'th I orml and accepted bookkeeping rid
flier between the provisions of this Franchise and any other et forth in the Offering.Programming and services as designated in the accounting practices for the Cable Com
industry,and allow for
are lawful exercise of police of
of City shall be resolved in Offering shall be changed by Grantee only upon prior written approval of pection and copying of them at reasonable times at its designated office.
City.The three tiers are as follows: The books and records to be maintained by Grantee shall include the
.VASE OF GRANTEE FACILITIES (1)The Universal Service Tier. The Universal Service Tier shall be following:
the right to install and maintain,free of charge,upon the provided as a public service without charge after installation,per- (1)A record of all requests for service;
bin the underground pipes and conduits of Grantee any wires mitring free view of seven access channels.A subscriber may lease or (2)A record of all subscriber or other complaints,and the action taken;
esired by City.Grantee waives any claim against City arising buy a converter,permitting a total service of l3 channels. (3)A file of alai subscriber contracts;
:ercise of these rights. (2)The Family Service Tier.The Family Service Tier shall incor (4)Grantee p Iiies,procedures and company rules;and
WRITTEN NOTICE Universal Service Tier with l4 porate the (5)Piano is record. _
ports or demands re g - Programmed vide°channels,a total of 21 R. City shallgive Grantee at least 29 hours notice before making
ill be deemed
e gaited to be even in writing oder this channels of service combining access and local broadcasting with local inspections o[any books or record of Grantee.
med t°be given when delivered personally to any origination.In addition,this tier shall provide a community information C.Grantee shall Ptak with City,at the time o[its annual
in t or City's Administrator of this Franchise or:hours after service and offer two premium services,afamily-oriented mini-pay- payment of the
in tFOxIa i States mail to a sealed envelope,with registered TV service and a comprehensive FM radio service. franchise fee,as described in this Franchise,the following:
"I� rage thereon,atldressed to the party to which notice is (3)The Full Service Tier.The Full Service Tier shall (1)A financial statement prepared b an ivde ndent certified
s ifollows: provide 54 channels - accountant
show" y p y, gross
which increases the Family Service Tier by incorporating distant a g,in suh detail as acceptable t°Cit thepublic
Edi West 50th Street stations, s eras s tellite-ted ervices, additional local o iginatiun venues Of Grantee for the preceding fiscal year.
nice: Edina,Minnesota 55424 channels,additional premium channels and several customized alpha- (2)Current list of names and addresses of each officer and director and
4344 Minneapolis,
Center umeric ervices. Includetl in this tier shall be a sub-tier called Cher manag ment personnel,and it a corporation,each shareholder
sea Minneapolis,Minnesota 55402 'ezpantled service"which shall have the same channel capacity and having stock ownership of three (3%) percent or ore,and if a
m e be changed by either party upon notice[o the other hall include a converter and an interactive undt. partnership, all general partners, and f general partner is a
provided in this section. B.Locally originated programming.Grantee shall provide at a minimum corporation, the foregoing information shall be given as to the
RIGHTS OF INDIVIDUALS 231ocally programmed channels. corporate general partner.
eluding signals of a Class IV Channel,shall be transmitted (,Community Access and Programming. (3)A copy of each document tiled with all federal,state and local agencies
�r bet terminal except as required to provide a ser'ce (t)Grantee shall,at a minimum,comply with the community access and during the preceding fiscal year not previously filed with Gity(each Of
this Franchise and the subscriber.Grantee and any other programmin plan of[he Offering, these filings shall be provided at the time the
filing is made).
,this
initiate nor use any procedure or device for procuring or (2)Grantee shall provide upon system activation a community access and (4)A statement of its current billing practices.
U
or data from a subscriber's terminals or terminal by any programmingistaI]of at least 22 persons,provided,however,that City (5)A current copy of its rules.
t the prior authorization of the affected subscriber which shall recognizes s d staff s well as the entire community access and
(6)A current copy of iia subscriber service contract.
brained from the subscriber as a c0odition of service.The programming plan of[he Offering encompasses all of the systems of the and City,its agents and rep eesentatives shall have authority to arrange for
h authorization shall be contained in a separate document and Cities then a party to a Joint Powers Agreement relating to System d conduct an endit of and copy the books and records of Grantee.Grantee
rpo fe for which the data or information is ng gathered Or (referred to herein as the"joint system"). _ au`Il first beg five days notice of the audit request,the description of and.
he first year of the authorization's initial signing,Grantee (3)The community access and programming staff shall: P Pose for the audit,and description,to the best of City's ability,of the
year said authorization is in effect without revocation,mail a (a)Identity community access needs; hooks,records and documents it wants to review.
authorizing subscriber informing him or her of his right to (b)Train and consult with interested residents of City in the use of the SECTION 2.SERVICE CONTRACT
thorization.The authorization shall be revocable at any time ac equipment:and A.Grantee shall receive approval from City of the form and content of the
bar without penalty a any kind hat,,ocatio A s parate (e)s Promote the availabilityandusesof community access. service con tract to be usedby Grantee prior to entering into anysuch service
hall be required for each type classification of data or (4)Access facilities and equipment shall be provided at a minimum as se[ contracts with subscribers,and the grantee ahall make no changes iv the
fight from a subscriber terminal. forth in the Offering. approved service contract without prior written approval of City.The service
:hall not,without thew Itch a thorization of the affected (5)Modulators shall be provided at201ocations throughout thejoint system contract shall include,a'n$minimum,a schedule o[all rates and charges,
vide tO anyone data id avail bl or designating any subscriber. addition to those which shall be provided to educational institutions. description of services, [ructions on the use of the system,billing and
it zed shall be made available upon request by and without Further,there shall be a obile production unit and portable video flection practices.
s[horizing subscriber in understandable fashion,including recorders as set(Orth in the Offering.all
of which shall be available B.The service contract shall further contain statement as follows:
the purpose for which the information is being gathered and Pon System 111,voation. (�drantee shag riot,as to rates,charged,.service fagllities,ode,regulatlana
r hat fee the information is to be sold. (6)Grantee shall perste in the development of an access nonprO(it Or any other respect,make or Brent any p;J=i a advantage to any
all not tap n monitor,arrange for the tapping e,monitoring, orporation if determined to be needed b Cit person,oar sub y person to any prejudice or disadvantage,provWed,
rib person r tap v monitor,any cable,line,signal input (7)Grantee shall establish a citizen advisory board from City to provide That nothtog ki Franchise shall be deemed to prohibit the establishment
M aeu outlet or receiver for any pu upose whatsoever,without community advice and recommendations to Grantee relative to the of special rontraMs or rates for heads of household wh0are62 years q[age or
�ethorization of the affected s bscriber as required by communityaccess and programming of System. older or homebound persons,ar for hon-profit charitable Organiratiovs,bulk
esenrt1O° D.Interactive Services. rate discounts for multiple dwellings,or for Promotional or other marketing
rained shall prohibit Grantee from verifying System System shall be fully activated to receive interactive services.Interactive activities.
ne transmission of signals to an affected subscriber or from rvices shall at a minimum be provided a designated in the teractive C. ran�tee shall have authority to promulgate su h rules,-
te purpose of billing. Grantee warrants,represents and guarantees that no invasion of privacy can regulations,
:ERTIFICATE OF CONFIRMATION occur in connection with an P y y terms d conditions governing the conduct of its businea5 as
Shall be
abide by the then current rules and re ulalions of Board y as of the services provided b System. r reasonably necessary to enable Grantee[o exercise its rights and perform its
gg SECTION 2.INTERRUPTION OF SERVICE AND COMPLAINTS. obligations under this Franchise and to assure se is rights ad service N
pplication,approval,and renewal of a C rtificate of Con- A.Whenever it is necessary to shut oft oc interrupt service,Grantee shall each and all of its subscribers;provided,such rules regulations,terms anto
d
Lf
Grantee to obtain a Certificate of Confirmation or
do s°during period
s of minimum use of theSystem.Unless such interruption conditions shall not be in conflict with the provisions of the.:Franchise,
hall result in automatic termination of this F Grantse,and is unforeseen and i mediately ecessary.Grantee sha11 give reasonable ordinances of City,and laws of the State of Minnesota or the United States.'
II cease to he of any force or effect However Grantee may notice thereof to subscribers.All costs incurred in repairing System and D.Each subscriber shall be provitled with instructions o°fG.If a omplafnta.
m bile the Board is consideringan application far renewal handling complaints shall be paid by Grantee and if service is interrupted or or otherwise Obtaining information or assistance from Grantee,
of COntirmation discontinued for more than 48 hours,,,bs r-h s shall be credit ed pro rata tar
ARTICLE III, such interruption The cause for any s h iiia option shall be removed or E All items d s b d.fn.this section shall be provided t°each new
DESIGN OF SYSTEM service restored as promptly as yeas ablyee�ssible. subscriber at th t m a contract is entered or service begun,and to all
IANNEL CAPACITY SUBSCRIBER NETWORK B Grantee shall maintain an office n[hep',nneapolls/St Paul metropole ez Sting subscribers not less than once each year.
initially activate and thereafter maintain a ubscriber tan area which shall be open during all usu I b sines,,hours,have a listed F The acini ofda subscriber contract shall not be for more than 1Y months
t least a forward capacity o[54 video channels plus the FM local telephone,and be so operated that comPlaints and requests for repairs duralwn Tess Iter 12 months the contract may he is ed by the
a rev pacny of four video channels The design will or adjustments may be received ata y t me 7 days per week subsellber at his option at anytime,with no penalty t be i senber.
-containedcbidi recti0nal network in each City forming part (l)Notice of this information shall b pro ded to all new subscribers at SECTION 3.6UBSCRIBER.PRACTICES
to System will be programmed from a central point,but the time of subscription and to exist)g uB fibers annuals A.There shall be no char for disconnection Of any inatallatto'Or "L
If
I accommodate the practical isolation of Ci[y allowing for (2)Crantee shall not engage m the le oI t levision sets or provide other a Y-subscriber fails to pay a properly due monthly subscriber fee,oOr:an
fun quae programming to it.The System shall be capable of television repair service but in the event such service is re other properly due tee or char e,Grantee may disconnect the subscriber s
net c pa city as technology permits and needs arise. tl ref quired shall service Out1eL g
CTURE promp y no y subscriber of th t i ed f r service. Provided,howev that such discronnec[ioa sha8 not be ,
@UALITY AND TECHNICAL RE@UIREMENTS (3)Ail Com(amts b Cit 5ub5c b s-n t r g g effected nn til after the later of i'60d ysa(ter the due defe ofsaid delivgI b,
NII produce a picture upon each subscriber's television screen m
quality oaf service,e y pment if °h persons a arddin athe fear charge or Oi)ten da ()
or,decentlm quaff y qm ugg[iOn,bnhng disputes, d y ya afte dehvery[o aubaeriber o[wriidd teof
g upon whether rotor is being telecast and provided other m tters irelative to he SysMm,shall be investigated and the intent to dlacon9 Bet.I[a subs berpaysbefore.expirafian`oLthe fates of,
Yd (i)or 11,Grant hall not disco nct.After disconnection,uponpayplenkj
y 4.The standard Installation rate will include the installation of 150 -. network 536/month max.
provision effective;as of the date of commencement of the Franchise term or feet or less of aerial cable drop to each subscriber dwelling within the (2) From one point to one other,point on
any such r leeffective as of the date of commencement of the Franchise term '
adoption of the rule,whicheveris later.Grantee,by acceptance of this initial service area,.Aerial installations within the initial service area network and return 556/month max.
Fra44c�h�ise,consents to and agrees to be bound by any such amendments. - in excess of 150 feet will be charged at cost on a time and material (3) From one point to all other points on ,
Ef"City reserves the right to revoke this Franchise.and any right or network 5232/month max.
-pr vilegeof Grantee hereunder without incurring any obligation or liability to i basis.Underground installations will be Charged at cost a time and
Grantee if any provision of this Franchise shall be finally adjudged by a court material basis.Free standard installation on TIERS 2,and 3 will he (4) From one point to all other points on
of law invalid or unenforceable,and if City further finds that such provided within the first 30 days of energizing newly completed con- network and return
provision 5366/month max.
constitutes at that time a consideration material to the continuance of the -- struction areas in the initial service area d.For data channel,full-time(0.50MHz).
Franchise herein granted.F.If any term,condition or provision'of this Franchise or the application 5.For dwelling units located within the initial service area but in (1) From one point to one other point on
thereof to anyperson or circumstance shall,to any extent;be held to be - - areas where the density is lower than 40 homes per,street mile,Gran- network $52/month max.
invalid or unenforceable,the remainder hereof and the application of such tee retsina the right to assess following additional installation p p0
term;condition and provision to persons or circumstances of er than those as g B (2) From one point to one other int on 5100/month max.
.to whom it shall beheld invalid or unentorceable shall not be affected charges pursuant to the following conditions[, network and return
thereby,and this Franchise and all the terms,provisions and conditions Additional Cost Per
hereof shall,in all other respects,continue to be effective and to be complied j - (3) From one point to all other points on
-.with. Density/MRs Installation network 5355/month max.
..SECTION 5.GRANTEE WILL NOT CONTEST VALIDITY OF 30 to 39 $40.00 (4) From one point:to all Other points on
FRANCHISE 20 to 29. $60.00 'network and return 5588/month max.
Grantee agrees that it will not;at any time,set up against City in any claim
or.proceeding 1 to 19 any•condition or term of this Franchise as unreasonable, - 'Vo e.For data channel,full-time(1.00 MHz)
arbitrary,void or that City had no power or authority to make such term or a.There will be no free installation period.: (1) From one point to one other point on
condition,but shall be required to accept the validity of the terms and b.Grantee Will make special financial arrangements to allow sub- network
conditions of this Franchise in their entirety. scribers to a g P ,. 567/mOnthmax.
SECTION 8..INTERPRETATION BY CITY OF FRANCHISE p y:the installation_chat es,OVer,time a9 art of the (2) From one point to one other point on
In case of any.dispute or question as-to the meaning,interpretation or monthly billing at the prevailing teems on consumer loans. network and 5180/monthmaz.
application of any term provision or condition of this,Franchise,the Council c.The rates quoted:are based on,currently projected costs Of con 3
o[City in its sole discretion shall resolve such dispute or question O From one point to.all other points on -
ARTICLE XIII. struction.Should the cost of clinstruction'be leis than anticipated,in- network 5614/month max,
ADMINISTRATION AND ADVISORY BODY stallation charges Will be lowered accordingly.,, : (4) From one point to all:other points on
SECTION 1.ADMINISTRATOR • 6,SeniorCitizen and;Homebound dlsebtmtg Of 1591,will be Offered on
The City Managger or the City Manager's designee shall be responsible for network and return 51050/month max_'.
the continuing ad ministration:of.this Franchise:The administrator maybe standaid`lpstallationaad monthly serVice'of TIERS 2 and,3.The dial- I.For data.channel,full-time(2.01IMHO
' changed by City from time to time by written notice given to Grantee. count i5 avallible to all dwelling units where the head of the household
SECTION z.ADVISORY BODY (1) From one point-to'one other point on -
City may appoint an advisory body to monitorthe performance of Grantee 13 a senior-j;82 year's of egaor ,older,o[homebound.
_ :.. *157/month
in executing the provisions of this Franchise. The advisory-body shall - R Extra thltlets, network .5 / onfh max.
.,,,, (2).From one,point to one other point an
p q and applicable laws, 'N v`, x :, .!Installation(At f
perform functions re aired of by the Council ,.
ordinances,rules and regulations., ., - n Urn
network and ret � 5308/monUl mad.
SECTION 9.DELRGATION OF AUTHORITY BY CITY' " `e- ` S ! Np20 Of"Iaitl41 (3) Figm:One point 10 all Other points OO
A!.City.resery s the:right tvdelegate and redelega[e Goin time to nine any s' a +=`: Iuitalla(lon) 'Montlely�, network, f. :51,132/month max.
;=sof flit rights or,o iligatloni gnderdhis�Ftanebtse',to•anY body or pprgooizatio' •' i • "
•B.,Any;delegation by be effective ilparvwritten nutfae by,�j if jt .� w 'IEltil CORverter not required- ,�_ 1�8D each Free :.(4) FEdtn lone point`to all,other points on
"'Grantee�of•AV lihdele_A(tson.=�„ ,,,,.: :.: • k °^ 'detwoik'ahtl return (,I :51,960/monb me;
=.=C.aUpun reCeiQtS.;}gBb�btipr�by:6eetfita@lty,a'jl$IeSanon,.Grhfitee t�I��,�b.iG TIER'2;Sllbecribei•owns•conYerter;t ;�.j100 e8eh $1;95 each • r �fl
":bquntl 4Y'all•le5'm's andreonduumil Ot the elegaugn not uircon"tlict l ,'[ji+s _•:Subscriber renis o0nverteS - -g Phekel$vr101 gD UNetwork .j=-,-
Franchise 'frovfGtantee 10i00eBgh,•r� `««Various (1)'.vDatlif ail ittt#':r '°a,, 5100/100i' 'it efs ,
PrD;Aoy-guchet§k(i'pnr ra3tllltt0a ot'redpl$igs'lion;no tt'ietter
i t ,s ,, (2) ¢Ilncc'ti`b{jt iP dket r0twork- .:,5180'"
=tnsHe•,-'ahall.po be,$b:emed l amendmertV/Eath.aFranchiae or regdltreanY :•,•:,, „ '"TIE t3 Sgb@Gribert0 s 0 7'erfe e8bh Will,eaefi, ,U
c�, S1Q`iD0 '(5)7+Cpble?goSh�a�esao�lease 05/month i
s,, ,,,''A fiIC'7;d7f[, :..'':'i >.,:, ,,,>... ,SabacnbertreRts onVerter $ .Fej „«s`' IPv,a,.w*;° TocalfitT f7t'Eiia' or'FMtvldedchannelar'
N7PIN't;5Y,3. x,(iCCF,]'.TANCE '_ \ .a;..,.',.ti#�r: yfrdt (I�aq yi rs'St4,DU each
?.j4ORP p'1',fON,pFi%p I ¢• ,.I .,o attonay .3 mg1fIP1Y.tn4?$ Z'�„`px-
' iv * `':: ,'fir,, S a*`,,,�+I^`'t 'srtia d as *«Qatar a„R! '' I•d ot',anal9gsg�l
FAeI66 .' ._
m S '"j�{,t Eaoh o Jet ln,. l�,dit�[theRift'�4tn�le'atwn w111bRt i1t , ) ro L. y t a
m..8ep )h pp as,(!,4- =,a.-
vis,
•,s:,s= w„;r t n :tratlp � .saf`t at4' fr,X,4 p
�1flEs' r' PaYea�t,. nPkigs;'Minnetonka=.;and11, k'y _ .ey.
,Mannasotari ::..;__�` .a~ ,' r. `e .,.r r.,„�-s'a'e” 9 OIl. (P ;#Piu•�t?ISL°Fttp P t �' asagk,t(d § l aY,of:6eaarnb 189d1 to:ti ':,
t n.
(`i''MH,;G"��i�ttae! ll;!imt good faithrr:aPPl)"for`,iand,a Pro - �,..•.• aa��,."', r* 'w r g'aae =;a c, a Q,i,','n�'p,�q �,;t
..f anchise(sim ar.'frgnehi§¢,frPm<eath=af'ChgJ1o" oltleK�'Qtl
allr,a e- in ifi jlS Iter royiged rex eP4;:
.R4 b!e`° r `• t i,+,, �1Eon ahall'be 14 95 for x T i,I
i +'rt; t)x^''vv++' -@try+li la! 5 # r," •' y'SManA, ;rs w.
_ .i5��N9tS5ii•hat x tin /kt�tR9Yaia {`ql}` � fit,w7.#'k.•r t• fi;,'h 4*�� , .� �.nbib �f,otftlet@s.,•i' 2 r.,.i? Th2Is�' hl�+ik ac r �t1::1ve.;a tee to b- b all,iteter
B�bth al f� a rh ghta � )4?P � •, "�.
�G"iaa! pion. IC lltlj@ 'drre $PP'' ....ro
a ) )n: 9 ..18w tr dp� A a w` a s P >z [
y "'1"�NES02'A;yAJi XS',PM$i�y90'IITH.,
�8iid ait4Er¢by#wfl.4telti)p netgi� _ r
"'k
i„i. PbjeS, @BP nuan(1 � x i' to
ii d R U 8e$0 a q •4 s r ay '# `1;,:.aha n u 1;" M1i%d0siat a4leayalemaiI
M e ti¢I .vi3 �h Kd tige Melee hyploa Y E
p uegi0yoatletsro"n'171a � ! �.�, �, f,,IC �ertp al Pa y,
P
Pt�trtint� tt4
ii l
E't! a on acOsR�"..• n 4� '5 q' a R tta b
f
t
rT t
atfghl8e b i� N�ial icslljat q k t4,, ,. � , .tl�C .� ibrgp x" ti k,eg �, il,'•'
It
nl>I@
rant ,ra f e�tsss't f ti 1 d� 4 d'
i} a � if�a�tliibrp' 1 a }
Iib@4f�A lrrsrfeS'i l _
4h
,in"
n ► #` ��l " s' a a, i ��
Olepny Ptt'e �ttli9� i •al� ��`���,�, �ry �., e"ra n�.ntd'
indue inn n d ,
�
Mal
�>q
o C4Na ranch
vg� �ii cam Wi t
s at4ir�r eayfgffe e _ t!n taw J P R )
ifann o we» fr g v,pql F i t o l9 o blry
is O The<6 h tt'Cfa116� ,p 1' op
tetiart a# (pp t �fm r `b -0 nxbZSlutt�a6
Inep°yiigh"b esti t e- sbp^ sc p } f
'e�mmariga a Gering er airy rep t � y9jyl r14 f54ICa kYq
j"o0ura Qf$r,gaud'aif 'gltKar a [o aoKlocaq + ��* �g0 49t"tSOgq� '
lblldwm G t eY r - p t i "r^.•a ,i "p i�, 9
x)09 �the Spit�d7ler Y t i L,," F !"� if.,.. k r;"t� a''-7
(tR1 it intd'6',`,taY+ilasi Rai th ,nee ``k.Y ''+ "' QQ �Itt`ttii €`
� gg'""bltcYlirarae4' Dp a .ri' t qr 7-+• _ ai, ,£"t sq.� "r x2ttenYi tk�1 h.
(4 p[�{ice f haClty,Attorne 0 Y�r ; p,In l� w
p ell {s qeu �y o setup lizpna or
*r(5 4ehe dfid(
`rhi, w £
Dal d oL Iq(d�w'�Il
h(7-4Ft f a Sp v1t mf dp t lid 11�R
�ao6
„fir• d �!�' � �. 6 �r
4 ,o a ��i �tl nk�l Il bA b
6�'d1t pppp � � do.�i=
loaf it t I�ajl . "a4a'•,
�Grrain tdsrr its LL,§t�1 d t.t g Wil! • A"'V'"M
are tl" �tgg
- $3 95
an urrem: Home Theater Network 750'
referred to in the opinion of Giante`e§counsel,certir[ed-"as"b[a tnen'currenr Home Box Office
date by public office holders to the extent possible and otherwise by . 750
of Grantee. CINEMAX 7.50
H. Each exhibit is a part of this Franchise and ch is specifically The
incorporated herein by reference.The exhibits are as Tows: �,7„5p
Exhibit A-Map of Construction by Area,Including Time Schedule_ Showtime 7.50
Exhibit B-Rate Schedule Premiere /
2.A$1.00 per month discount will beaoffered to subscribers taking
two or more premium services other dome Theater Network at
s_ any one time.
, 3.Lockout devices will be available t of charge.with the untie).in
MINNESOTA .: I,.. j i i I - 4.Installation for premium services sfiall be free
CABLESYSTEMS {,j! �•'• stallation of Tier 2 or 3 service.There er,any number of premiurn
services added at the same tune sball dded at a maximum cost of
$14.95.
5.Pay-per-view service shall be ch ed on the basis of the event
chosen.The range of charges is expect to be in the order of$2 00 to;,
$5.00 per event. -'
ren
H.SERVICES TO GOVERNMENT AN s DUCATION FACILITIES
Ifo' -
C ' (INCLUDING LIBRARIES)
,i � ij A.Installation Fees:
p
1.One cable outlet(per facility) Free
2.Moretbanoneoutlet(Perfaeility) at costof'time.-:
lilt
and materials;
B.There shall be no monthly ebarge for iter 1,2,or 3:
VPN i - ®'�
iEi
7-
14,IINi l r
III.RATES FOR ROME SECURITY ST S MONITORING
YEAR;
tion Monthly;
�d
I
A.Single:Etre alarm,
medic alert,or
security'alert button _. $4 maaitnum 495'mau>n,'
I i ' ' - Double;'an two services 99 maaimun► 5 95 maximum
p -
+_ o �' um"6.45inaxunum
Triple:all three services 11 magiin_ Intro§ion sensor
1 system of Grantee or 4.95 u
At,K a'� _ i1 rE ,u �ll t,r� I other provider
riable Pr"
y r A p de `ding on depending on
� p tionstaken
p
an wider and provider.,.
of
Win: of system
charges that
I B.This rate schedule is exclus>3ve of o tbtrd party
u 13= may be levied by emergency agencnes o hcensing
�l: Cry✓ C.Promotional Discounts.
L dates.Grantee may,a11pw
Rates in this Exhibit B are,,,
special discounts during promotional or er marketing acttyittes,
EXHIBIT B IV.INSTITUTIONAL NETWORK
GRANTEE SCHEDULE OF RATES A.Installation.
Grantees installation charBe will upon the cogt ,
I.SUBSCRIBER NETWORK € d
A.Basic Rates. material and labor.Grantee will provide Installation quote free`of i
1.TIERS Standard charge on request of any potential instinal network subscriber -
150 Ft.Aerialn1O & Grantee may waive the installat►on charger'_
Installation Monthly Homebound Institutional subscribers must<supply conduits raceways
(First Outlet) t 11 ti of cable
Free trenches other passages necessary to mi eq.
TIER Universal Service. $19.95 Free from the distribution line to the Iocatio7tof the temmal nip''"
Converter not re- Ment. i
quired for this B.Institutional Network Rates-'.
service 1.In
rates depend upon the u496,fwvideo or data channel) '
TIER 2 Family Service• the number of points involved 4n.the cgmm mkation,whether the
Subscriber owns communication is one way or two way d whether,the use is frill w
converter
$19.95 $3.95 $3.36 time(24 hours a day,365 days ayear)or: arttune(on ani ho
converter
rents basis). Packet data rates are,calculaty, n"a use, per.11000 .'.
packets of data.One packet is 90 chacaetegq ' aess.
converter from $19•g5 Various Various lode the costs of tep-
Grantee 2.Rates for transmission capacity da e ,
urinal equipment modulators modems y demi oduIatot s
TIER 3 Full service. 3.The institutional subscriber may be red$20 per month. prf
Subscriber owns this charge Grantee shall provide co cations security system.
converter $19.95 $5.05 $5.06 equipment installed on the subsctiber s ea'ises by Grantee Such.;
Subscriber rents equipment may include'addressable to " `muter and filters or`.
converter from converter as required and allow access taispecial chaanels,from„
Grantee $19.95 'Various `Various app to 402 MHz: '
TIER 3 Expanded Service. 4.Rates are as follows: y l
(Expanded)(Included converterRATE
and unit). $19.95 $10.95 $9.31 TYPE OF SERVICE
2.Rates will remain constant for two years after commencement of time twenty--four hours a day)�els, need
For Video (6MHZ*) sw
construction of System or until completion of all construction re- one r montiI mar
quired by Article V,Section 1 of this Franchise,whichever is longer (Z) O�xie pointoint tto ohetother pomtl e` r• if
as determined by City. and return ^ "
3.Subscribers will have the option of renting various types of con- (3) pre point to all other points oii iietw 00
z m m
verters as follows: (4) One point to all oUier poinf0)n flet ;
Grantee Converter Rate Schedule Initial Monthly and return e�.
Rate b.For Video(6MHZ)Channels,
Description $1.00 (1) From one,point to oneFr
1.Block Converter networku° ' `4,71
2.OAK L-35 1,SU
(2) From pne point to one o errupo1 F
3.Scientific Atlanta 6700 2 network and feturn °f
set-up converter 3:00 (3) From one point to all other,poin n� {50xIh
Descrambler option network ;
4.00 (4) From one point to all oche loin s
remote control option $110„ ut
-addressable feature 5.00 (not uavailable)
initially network and return
(5) Special Telecouference Yeat
The rental rate shall be added to the appropriate base rate shown in one hour per business day
the table above if the subscriber'rents the converter from Grantee:
Subscribers may choose to rent or buy converters from sources other C.For data channel' ;full fime°°'
than the Grantee,however,a Grantee converter or descrambler will (1) x
one poia�to ones
From
be necessary for premium services. -
pu a
SUN
NEWSPAPERS
AFFIDAVIT OF PUBLICATION
EDINA SUN
7401 Bush Lake Road Edina, Minnesota
State of Minnesota
County of Hennepin
D.K.MORTENSON,being duly sworn,on oath says he is and during all times here stated has been the
vice president and general manager of the newspaper know as The Edina Sun and has full knowledge of
the facts herein stated as follows: (1)Said newspaper is printed in the English language in newspaper
format and in column and sheet form equivalent in printed space to at least 900 square inches.(2)Said
newspaper is a weekly and is distributed at least once every week.(3)Said newspaper has 50%of its
news columns devoted to news of local interest to the community which it purports to serve and does not
wholly duplicate any other publication and is not made up entirely of patents, plate matter and
advertisement. (4) Said newspaper is circulated in and near the municipalities which it purports to
serve,has at least 500 copies regularly delivered to paying subscribers,has an average of at least 75%
of its total circulation currently paid or no more than three months in arrears and has entry as second-
class
matter in its local post-office(5)Said newspaper purports to serve the City of Edina in the County
of Hennepin and it has its known office of issue in the City of Edina in said county,established and open
during its regular business hours for the gathering of news, sale of advertisements and sale of
subscriptions and maintained by the managing officer of said newspaper or persons in its employ and
subject to his direction and control during all such regular business hours and devoted exclusively during
such regular business hours and at which said newspaper is printed.(6)Said newspaper files a copy of
each issue immediately with the State Historical Society.(7)Said newspaper is made available at single
or subscription prices to any person, corporation, partnership or other unincorporated association
requesting the newspaper and making the applicable payment.(8)Said newspaper has complied with all
foregoing conditions for at least one year preceding the day or dates of publication mentioned below.(9)
Said newspaper has filed with the Secretary of State of Minnesota prior to January 1,1966 and each
January 1 thereafter and affidavit in the form prescribed by the Secretary of State and signed by the
managing officer of said newspaper and sworn to before a notary public stating that the newspaper is a
legal newspaper.
He further states on oath that the printed Ordinance NO 1120
hereto attached as a part hereof was cut from the columns of said newspaper, and was printed
and published therein in the English language, once each week, fotone _successive weeks;
that it was first so published on Wed*the 28th-day of Jan. l9__9_1
and was thereafter printed and published on every to and including
the day of ,19 and that the following is a printed copy
of the lower case alphabet from A to Z,both inclusive,and is hereby acknowledged as being the size and
kind of type used in the composition and publication of said notice,to wit:
Subscribed and sworn to before me,this 2-8 th•- day of Jan. lg 81
MERIDEL M. HEDBLOM
' NOTARY PUBLIC•MINNESOTA
HENNEPIN COUNTY
My commission expires July 2,1986