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HomeMy WebLinkAboutCable Franchise Agreement 1983 CENTRAL ST. CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBER TWO EXECUTED ON AUGUST 11, 1983 FINDINGS Section 1. STATEMENT OF INTENT AND PURPOSE, AUTHORITY 1.01 Statement of Intent and Purpose 1.02 Award Fee Section 2. SHORT TITLE Section 3. DEFINITIONS Section 4. GRANT OF AUTHORITY AND GENERAL PROVISIONS 4.01 Grant of Franchise 4.02 Criteria of Selection. 4.03 Authority of Use of Streets 4.04 Agreement 4.05 Franchise Term 4.06 Area Covered 4.07 Police Powers 4.08 Use of Grantee Facilities 4.09 Written Notice 4.10 Franchise Non - Exclusive. 4.11 Certificate of Confirmation_ and Compliance with Board Standards 4 Section 5. DESIGN PROVISIONS 5.01 System Design Concept 5.02 Initial Channel Capacity 5.03 Two -.'ay and Interactive Systems 5.04 Addressability 5.05 Institutional Service 5.06 Initial Service area (ii) 5.07 Character Generating Equipment 5.08 Cablecasting Facilities 5.09 Community Access Programming 5.10 Interconnection 5.11 Provision of Service 5.12 Technical and Performance Standards 5.13 Test and Compliance Procedure 5.14 Emergency Provisions Section 6. SERVICE PROVISIONS 6.01 Services to be Provided 6.02 Minimum Requirements Section 7. CONSTRUCTION PROVISIONS 7.01 Initial Service Area 7.02 Construction Timetable 7.03 Construction Codes 7.04 Repair of Streets 7.05 Erection of Poles 7.06 Underarounding of Cable 7.07 Reservations of Street Rights 7.08 Trimming of Trees 7.09 Street Vacation or Abandonment 7.10 Movement of Facilities Section 8. OPERATION AND MAINTENANCE 8.01 Open Books and Records 8.02 Communications with Regulatory Agencies 8.03 Annual Reports 8.04 Monitoring and Compliance Reports (iii) 8.05 Additional Reports 8.06 Maintenance and Complaints 8.07 Safety 8.08 Service Contract 8.09 Subscriber Practices 8.10 Rates and Other Charges 8.11 Rate Changes 8.12 Periodic Reviews and Evaluation and Upgrading 8.13 Refunds to Subscribers and Programmers 8.14 Community Access Corporation Section 9. GENERAL FINANCIAL AND INSURANCE PROVISIONS 9.01 Payment to the Grantor 9.02 Security Fund 9.03 Penalties from Security Fund 9.04 Procedure 9.05 Bonds 9.06 Damages and Defense 9.07 Liability Insurance and Indemnification Section 10. REVOCATION 10.01 Grantor Right to Revoke 10.01 Procedures Section 11. FORECLOSURE, RECEIVERSHIP AND ABANDONMENT 11.01 Foreclosure 11.02 Receivership 11.03 Abandonment (iv) Section 12. SALE AND CHANGE OF CONTROL 12.01 Sale of Franchise 12.02 Right of First Refusal 12.03 Purchase by Grantor Upon Termination of Franchise Term or Revocation of Franchise Section 13. RIGHTS OF INDIVIDUALS PROTECTED 13.01 Discriminatory Practices Prohibited 13.02 Cable Tapping Prohibited 13.03 Privacy and Other Human Rights 13.04 Permission of Property Owner Required 13.05 Penalty for Failure to Comply Section 14. MISCELLANEOUS PROVISIONS 14.01 Compliance with Laws 14.02 Amendment of Franchise Ordinance 14.03 Franchise Renewal 14.04 Continuity of Service Mandatory 14.05 Removal after Termination or Revocation 14.06 Work Performed by Others 14.07 Duty to Grantee 14.08 Interest Rate 14.09 Applicable Law and Court Decisions; Severability 14.10 Non - enforcement by Grantor 14.11 Court Decisions and Severability 14.12 Administration of Franchise 14.13 General Provision on Rights and Remedies 14.14 Damage to System by Others (v) Section 15. EFFECTIVE DATE, PUBLICATION, ACCEPTANCE, i GUARANTEE, EXHIBITS 15.01 Publication; Effective Date 15.02 Publication of Notices 15.04 Time of Acceptance; Guarantee; Incorporation of Offering, Exhibits TDS4 /AA (vi) ORDINANCE NO. 2 AN ORDINANCE GRANTING A FRANCHISE TO WASHINGTON COUNTY CABLE TV CODiPANY TO OPERATE AND MAINTAIN A CABLE. COMMUNICATION SYSTEM IN THE CITIES OF BAYPORT, OAK PARK HEIGHTS AND STILLWATER, MINNESOTA, 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. SECTION 1 STATEMENT OF INTENT AND PURPOSE, AUTHORITY 1.01 Statement of Intent and Purpose. Grantor, as this term is defined in Section 3.13 of this Agreement, 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, Grantor may achieve better utilization and improvement of public services with the development and operation of a System. Studies engaged in by and the Joint Citizen Advisory Committee for Cable Television created by the Grantor have led the way for organizing this means of procuring and securing a System deemed best suited to the cable service territory comprising the cities of Bayport, Oak Park Heights and Stillwater. This has resulted in the adoption of this Franchise. 1.02. Award Fee. Grantee shall pay Grantor an award fee of Twenty -five Thousand Dollars ($25,000.00) in addition to the filing fee. The purpose of this fee is to reimburse Grantor for all costs associated with the process of franchising that are not recovered through the application fees and to assist the financing of the Franchise authority in its formative years. SECTION 2 SHORT TITLE. r This ordinance shall be known and cited as the "Central St. Croix Valley Joint Communications Ordinance." Within this document it shall also be referred to as "this Franchise." SECTION 3 DEFINITIONS. For the purpose of this 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. 3.01 "Basic Service" means the delivery by Grantee to all subscribers of satellite - delivered special interest programming, automated programming, broadcast stations, and access programming channels by Grantee covered by a regular monthly charge, excluding optional services for which a separate charge is made. 3.02 "Board" means the Minnesota Cable Communications Board. 3.03 "Cable Service Territory" means all of the territory within the boundaries of the cities of Bayport, Oak Park Heights and Stillwater as set forth by resolution of the affected governing bodies and as approved by the Board. 2 - 3.04 "Channel" means a six 'Megahertz (MHz) frequency band, which is capable of carrying either one standard video signal, a number of audio, digital or other non -video signals, or some combination of such signals. 3.05 "Cities" means the Cities of Bayport, Oak Park Heights and Stillwater, municipal corporations in the State of Minnesota as set forth by resolution of the affected governing bodies. 3.06 "Committee" means the Joint Citizen Advisory Committee for Cable Television. 3.07 "Connection" means the attachment of the drop to the first radio or television set of the subscriber. 3.08 "Converter" means an electronic device which converts signals to a frequency not susceptible to interference within the television receiver of a subscriber, and by an appropriate channel selector also permits a subscriber to view all basic subscriber signals included in the basic service delivered at designated converter dial locations. 3.09 "Drop" shall mean the cable that connects the subscriber terminal to the nearest feeder cable of the system. 3.10 "Franchise" shall mean and include any authorization granted hereunder in terms of a franchise, right, privilege and non - exclusive authority to construct, erect, operate and maintain, in, upon, along, across, above, over and under the streets, alleys, public ways, public places now laid out or dedicated, and all extensions thereof, in addition thereto in the Cities, a system of poles, wires, cables, underground 3 - conduits, manholes and other conductors and fixtures necessary to maintain and operate a CATV system in the Cities." 3.11 "FCC" means the Federal Communications Commission or a designated representative. 3.12 "Grantee" means Washington County Cable TV Company, its agents, employees, lawful successors, transferees or assignees. 3.13 "Grantor" means the Central St. Croix Valley Joint Cable Communications Commission. 3.14 "Gross Revenues" shall mean any 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 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. 3.15 "Central St. Croix Valley Joint Cable Communica- tions Commission" shall mean the organization created by the Joint and Cooperative Agreement approved by the Cities of Bayport, Oak Park Heights and Stillwater on February 1, 1982. 3.16 "Installation" means the connection of the System from feeder cable to the point of connection. - 4 - CENTRAL SAINT C ROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBER TWO DATE AUGUST 11, 1983 ARTICLE III, Section 3.18, page 5 The documents referred to as "subsequent written supplements thereto submitted by Grantee..." are as follows: 1. "supplementary technical information relative to satellite signal reception submitted by Grantee on May 6, 1983" is a letter from Conrad C. Marks, Director of Broadband for Telephone and Data Systems, Inc., dated May 6, 1983. The Marks letter enclosed a letter from John 0. Good, Project Manager, Satellite Planning Services, Compucon, Inc., of Dallas, TX, dated May 4, 1983. The Good letter enclosed: 1. Site Map 2. Summary of Microwave Interference 3. Polar Plot and /or Route Plot 4. Pointing Azimuths and Elevation Angles These two letters and enclosures may be found in the "Original Documents" file:in, the office of the Commission's Administrator. 2, "the Summary of the Cable Communications Franchise Proposal dated March 30, 1983" is a bound document of that title submitted by Washington County Cable TV Company, Inc., which summarizes its Offering dated December 1, 1982. One copy of this document is kept on file with the Offering in the office of the Commission's Administrator. 3. "the Reponse to the Preliminary Report Evaluation" is a simularly bound but undated document by that title submitted by Washington County Cable TV Company, Inc., in response to Questions posed by the Commission's consultant, Anita Benda Stech, Communications Projects, in her Preliminary Report dated One copy of this "Response" is kept on file with the Offering in the office of the Commission's Administrator. A copy of the consultant's Final Report dated April 14, 1983, is in the Commission's files marked "Consultant's Final Report ". Received from Commission Attorney David C. Magnuson October 22, 1984 ATD /a { 10/24/84 3.17 "Interactive Capabilities" means capability or service that involves a message (video, voice and /or data) being transmitted by a subscriber back into the System or television set. 3.18 "Offering of Grantee" or "Offering" shall mean the document dated December 1, 1982, entitled "Offering of Grantee" and signed by Grantee and Grantor, and subsequent written supplements thereto submitted by the Grantee, including the supplementary technical information relative to satellite signal reception submitted by the Grantee on May 6, 1983, the Summary of the Cable Communications Franchise Proposal dated March 30, 1983 and the Response to the Preliminary Report Evaluation, which documents are on file with the Secretary of the Central St. Croix Valley Joint Cable Communications Commission, and with the Clerk of the Cities of Bayport, Oak Park Heights and Stillwater. 3.19 "Non -Voice Return Communications" shall mean the result of appropriate system design techniques which incorporate installation of cable and amplifiers suitable for the subsequent insertion of necessary non -voice communications electronic modules. 3.20 "Person" means any corporation, partnership, pro- prietorship, individual or organization authorized to do business in the State of Minnesota, or any natural person. 3.21 "Public Property" is any real property owned by any governmental unit other than a street. 3.22 "Street" shall mean the surface of and the space above and below any public streets, road, highway, freeway, lane, 5 - path, public way, alley, court, sidewalk, boulevard, parkway, drive or any easement or right -of -way now or hereafter held by the Cities which shall, within its proper use and meaning in the reasonable opinion of the Grantor, entitle Grantee to the use thereof for the purpose 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. 3.23 "System" means a system of antennas, cables, wires, lines, towers, waveguides or other conductors, cpnverters, 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 the Cities. i 3.24 "Resident" means any person residing in the Cable Service Territory as otherwise defined by applicable law. 3.25 "Subscriber" means any person or entity who subscribes to a service provided by Grantee by means of or in connection with the System whether a fee is paid for such service. 3.26 "Tapping" means observing a two -way communications signal exchange, where the observer is neither of the communicating parties, whether the exchange is observed by visual or electronic means, for any purpose whatsoever. 3.27 "Two -Way System" means a distribution system that has amplifiers that can pass video, voice and /or data signals in both directions simultaneously. 6 - 3.28 "Pay - Cable" shall mean the delivery over the system of per - channel or per - program audio visual signals to subscribers for a fee or charge in addition to the charge for basic service or premium full service. SECTION 4. GRANT OF AUTHORITY AND GENERAL PROVISIONS. 4.01 Grant of Franchise. This franchise is granted pursuant to the terms and conditions contained herein. Such terms and conditions shall be subordinate to all applicable provisions of state and federal laws, rules and regulations. 4.02 . Criteria of Selection. The Grantee's technical ability, financial condition and legal qualifications were considered and approved by the Grantor in a full public proceeding affording reasonable notice and a reasonable opportunity to be heard. 4.03 Authority for Use of Streets. A. For the purposes of operating and maintaining a System in the Cable Service Territory, Grantee may erect, install, construct, repair, replace, reconstruct and retain in, on, over, under, upon, across and along the streets within the Cities such lines, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of the System, provided that all applicable permits are applied for and granted, all fees paid and all other of the Cities' codes and ordinances are otherwise complied with. Prior to construction or alteration, Grantee shall in each case file 7 - plans with all appropriate agencies of the Cities and utility companies and receive written approval of such plans. However, the Grantee need not secure prior written approval for minor alterations or construction, provided the appropriate agencies of the Cities and utility companies are notified of such work within ten (10) days of its occurrence. B. Grantee shall construct and maintain the System so as not to interfere with other uses of streets or easements or to endanger the lives of properties of any person. Grantee shall make use of existing poles and other facilities available to Grantee. C. Notwithstanding the above grant to use streets or easements, no street or easement shall be used by Grantee if the Grantor, in its reasonable opinion, determines that such use is inconsistent with the terms, conditions or provisions by which such street was created or dedicated, or presently used, 4.04 Agreement. A. Grar}tee agrees to be bound by all the terms and conditions of this Franchise. B. Grantee also agrees to substantially comply with all provisions of its application to provide a System within the Cable Service Territory. Further, failure of Grantee to knowingly provide a System in substantial compliance with that described in its application, at Grantor's option, shall be a violation, of the provision of this Franchise. In the event of conflicts or discrepancies between the application of Grantee and - 8 - CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBER TWO Section 4.05 This Franchise shall commence upon adoption and publication by Grantor and shall expire fifteen (15) years from such date unless terminated sooner as provided herein; provided, however, that this Franchise shall be automatically renewed for an additional term of fifteen (15) years unless it is established that Grantee has failed to comply with all material terms of this Agreement. The year of the franchise is based on MN State Certification date, which is October 13, 1983. Performance evaluations shall be conducted within 30 days of the third, fifth and tenth anniversary dates of the effective date of acceptance of this Franchiseby Grantee. However, in no event shall there be more than one evaluation session within any 2 year period. Performance evaluations are to be conducted in: Year 3 (1986) year 5 (1988) Year 10 (1993) mgr 8 -16 -90 the provisions of this Franchise, the reasonable opinion of Grantor shall prevail. 4.05. Franchise Term. This Franchise shall commence upon adoption and publication by Grantor and shall expire fifteen (15) years from such date unless terminated sooner as provided herein; provided, however, that this Franchise shall be automatically renewed for an additional term of fifteen (15) years unless it is established that Grantee has failed to comply with all material terms of this Agreement. 4.06 Area Covered. This Franchise is granted for the territorial boundary of the Cable Service Territory as it exists from time to time during the terms of this Franchise. However, it is understood that such Cable Service Territory shall not be reduced or restricted. Moreover, in the event of annexation, any new territory shall become part of the Grantee's Cable Service Territory upon expansion of Cable Service Territory pursuant to Board rules. 4.07 Police Powers. A. Grantee's rights are subject to the police powers of the Cities 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 the Cities shall be resolved in favor of the Cities. 4.08 Use of Grantee Facilities. The Cities shall have the right to install and maintain, free of charge, upon the poles f 9 - and within the underground pipes and conduits of Grantee any wires and fixtures desired by the Cities; provided, however, that any such installation shall be for governmental purposes and will not unreasonably interfere with Grantee's operation and maintenance of the System. Should the Cities damage the Grantee's wires, fixtures or other property in exercising the above rights, they shall repair them to the satisfaction of Grantee or pay for such repairs. 4.09 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 Administrator of Grantor or when seventy -two (72) hours have elapsed after it is deposited in the United States mail in a sealed envelop, with registered or certified mail postage prepaid thereon, addressed to the party to which notice is given, as follows: If to Grantor: c/o Stillwater City Hall 214 North Fourth Street Stillwater, Minnesota 55082 With a Copy to: David Magnuson The Grand Garage Suite 203 324 South Main Stillwater, Minnesota 55082 If to Grantee: Washington County Cable TV Company System Manager (address to be inserted) and Director of Corporate Development /Broadband, Telephone and Data Systems, Inc. 517 North Segoe Road Madison, Wisconsin 53705 - 10 - With a Copy to: Michael G. Hron, Esq. Pope, Ballard, Shepard & Fowle, Ltd. 69 West Washington Street Suite 3200 Chicago, Illinois 60602 Such addresses may be changed by either party upon notice to the other party given as provided in this section. 4.10 Franchise Non - Exclusive. The Franchise granted herein is non - exclusive. Grantor specifically reserves the right to grant, at any time, additional franchises for a System. 4.11 Certificate of Confirmation and Compliance with Board Standards. This Franchise shall cease to be in force and effect if Grantee fails to obtain either a regular Certificate of Confirmation or renewal of Certificate of Confirmation from the Board; provided, however, that Grantee may operate its System while the Board is considering its application for the renewal of its Certificate of Confirmation and also during the pendency of any appeal by Grantee of any rejection by Grantor of Grantee's application for renewal of its Certificate of Confirmation. SECTION 5. DESIGN PROVISIONS. 5.01 System Design Concept. Grantee shall construct and operate two functionally separate networks: The Subscriber Network and the Institutional Network. The Subscriber Network will consist of a single trunk, single feeder, bi- directional cable. The Institutional Network will be a separate, split two -way transmission system. Both networks shall have the technical capacity for non -voice return communications. Both networks shall be capable of transmitting - 11 - upstream and downstream audio, visual, and data signals from inception. 5.02 Initial Channel Capacity. Grantee shall construct a 440 MHz Subscriber Network. This network will have a total channel capacity of sixty -four (64) channels. The channels will be initially activated as set forth in the Grantee's Offering. Grantee shall further provide return capability of four (4) reverse channels to accommodate two -way services and future data services. Grantee shall provide a totally separate Institutional Network which will be a separate, split two -way transmission system. This network will serve the eight entities listed in Paragraph 5.04 below, and will pass by the seven other entities identified in the Offering. This network will be capable of interconnecting with the Subscriber Network. 5.03 Two -Way and Interactive Systems. The System shall be capable of passing video, voice, and /or data signals upstream and downstream simultaneously upon System activation and shall have activated capacity to provide interactive communication on the System. 5.04 Addressability. The System shall be an activated addressable system with appropriate headend and converter equipment. 5.05 Institutional Service. The System shall provide at no charge, Premium Full Service Tier II cable service, including installation of a converter at each location listed below, plus a connection to the Institutional Network. In 12 - addition, each below listed institution shall receive a modulator permitting live video origination from the location. - Stillwater City Hall - Bayport City Hall - Oak Park Heights City Hall - Stillwater Public Library - Bayport Public Library - #834 School District Central Service Building - Stillwater Senior High School Washington County Courthouse Grantee will also immediately install a microwave inter- connect service so that programming can be received from Lakewood Community College and from the #916 Area Vocational Technical Institute. 5.06 Initial Service Area. Grantee shall design and construct the System in such a manner as to have the eventual capability to pass by every single- family dwelling unit, multiple- family dwelling unit, institution, agency and business establishment within the area of the Cable Service Territory. Construction of System and service shall be provided to subscribers in accordance with the schedules and policies specified in this Franchise. 5.07 Character Generating Equipment. Equipment for providing character generating signals from at least six (6) locations shall be provided. The six locations shall be at least in the City Halls of the three Cities, the Administration Building of School District No. 834, the Stillwater Public Library, and the Washington County Civil Defense Office. 5.08 Cablecasting Facilities. A. Grantee shall, to the extent of the System's available channel capacity, provide to each of the subscribers 13 - who receive all, or any part of, the - total services offered on the System, reception on at least one (1) specifically designated non - commercial public access channel available for use by the general public on a first come, first serve, non - discriminatory basis; at least one (1) specially designated access channel for use by local educational authorities; at least one (1) specially designated access channel available for local government use; and at least one (1) specially designated access channel available for lease on a first come, first serve, non - discriminatory basis by commercial and non - commercial users. In the event Grantee provides subscribers only alarm system service or only data transmission services for computer operated functions, Grantee shall be exempt from providing access channel reception to alarm and data service -only subscribers. The VHF spectrum shall be used for at least one (1) of the specially designated non- commercial public access channels required in this subdivision. No charges shall be made for channel time or playback of pre- recorded programming on at least one (1) of the specially designated non - commercial public access channels required by this subdivision, provided however, that personnel, equipment, and production costs may be assessed for live studio presentations exceeding five (5) minutes in length. Charges for such production costs and any fees or use of other public access channels shall be consistent with the goal of affording the public a low cost means of television access. B. Whenever the specially designated non - commercial public access channel, the specially designated education access 14 - channel, the specially designated leased access channel is in use during eighty percent (80 %) of the weekdays (Monday- Friday) , for eighty percent (80 %) of the time during any consecutive three (3) hour period for six (6) weeks running, and there is demand for use of an additional channel for the same purpose, Grantee shall then have six (6) months in which to provide a new specially designated access channel for the same purpose, provided that the provision of such additional channel or channels shall not require Grantee to install converters. Nothing herein shall be construed as to preclude the installation of converters by Grantee on a voluntary basis, or as a result of an agreement arrived at through negotiation between Grantor and Grantee, or by a potential access user who wished to install converters in order to make use of additional dhannel or channels. C. The Grantee shall establish rules pertaining to the administration of the specially designated non - commercial public access channel, the specially designated educational access channel, and the specially designated leased access channel. The operating rules established by Grantee governing these access channels shall be filed with the Board within ninety (90) days after any such channels are put into use. D. In the event Grantee offers subscribers the option of receiving programs on one (1) or more special service channels without also receiving regular subscriber services, Grantee may comply with the requirements of this section by providing the subscribers who receive the special service only, at least one (1) specially designated composite access channel composed of the 15 - programming on the specially designated non - commercial public access channel, the specially designated educational access channel, and the specially designated local government channel. This section shall not apply to subscribers receiving only alarm services or only data transmission services for computer functions. E. If available channel capacity is reduced in the future or where demand for use does not warrant activation of all the specially designated access channels required in this section, at least one access channel shall be set aside. To the extent time is available therefore, access channels may also be used for other broadcast and non - broadcast services, provided that such services are subject to immediate displacement if there is demand to use the channel for its specially designated purpose. Grantee shall, in any case, provide at least one (1) full channel on the VHF spectrum for shared access programming. F. The Grantee shall make readily available for public use at least the minimal equipment necessary for the production of programming and playback pre- recorded programs for the specially designated non - commercial public access channel. Grantee shall also make readily available, upon need being shown, the minimum equipment necessary to make it possible to record programs at remote locations with battery operated portable equipment. Need shall be determined by subscriber petition. The petition must contain the signatures of at least ten percent (10 %) of the subscribers to System, but in no case 16 - more than five hundred (500) nor fewer than one hundred (100) i signatures. G. In addition to the requirements of Board rules and the Offering of Grantee, at least the following cablecasting and production facilities or their equivalents at the estimated costs shown shall be provided: Facility Estimated Cost Access Center Studio with cameras, lighting equipment, monitors, recorders and other equipment $ 62,752.00 Editing Equipment $ 14,997.00 Film /Slide Chain $ 7,115.00 Remote Production Gear $ 9,713.00 Video Cassettes $ 856.00 Interface Equipment, Keyboards, Modulators, Demodulators at Other Locations $ 47,600.00 TOTAL $143,033.00 The access studio /local origination studio shall be located at a site mutually agreed upon by Grantor and Grantee. 5.09 Community Access Programminq. A. The Grantee will maintain an annual access community programming budget of Fifty -three Thousand and no /100 Dollars ($53,000.00) for the fifteen year term of the franchise, except for the first year after certification, in which the programming budget shall be $19,000.00. For the purpose of the Offering, constant dollars were utilized in arriving at the above figures. i 17 - CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBER TWO DATED AUGUST 11, 1983 Section 5, 05.08G.Cablecasting facilities page 17 The bottom line monetary figure of $143,033.00 which appears as the total estimated cost of access center facilities is a committed resource as per the Offering of the Company and of the franchise ordinance. The committment is also the list of equipment specified on page 17 of the ordinance, or its equivalent, as per the Offering and the Ordinance. As per my conversation with Commission Attorney David C. Magnuson October 22, 1984 ATD /a 10/24/84 ATD /a CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBER TWO DATED AUGUST 11, 1983 Section 5 §5.10 Interconnection page 18 On October 23, 1984, the Commission's Attorney did not recall whether the $14,000.00 for Year 3 in the Company's Offering and the Ordinance, is for the cost of - the Regional Interconnection or for the proposed local interconnection with Lakewood Community College and 916 Vo Tech. He thought perhaps the franchise ordinance could be interpreted as the latter, the local interconnection, because the Company is required by MCCB order to interconnect with the Regional Interconnection system. The local interconnect offering is over and above the minimum of the requirements of the Board order. As per a conversation with Commission Attorney David C. Magnuson October 22, 1984 ATD /a 10/24/84 s I B. Grantee shall provide at least the equivalent of 22 part and full time community programming professional staff persons to assist in programming the access /community channels. These staff persons will educate individuals and groups through conferences and seminars on a no- charge basis on how to utilize equipment and channels and shall be paid out of the annual access community programming budget set forth in Section 5.09(A) above. C. Grantee shall have the responsibility for normal equipment maintenance and insuring that it is in the proper operative condition necessary to effect quality production. 5.10 Interconnection. The Grantee shall provide the interconnection in accordance with MCCB Rules. The specific interconnection equipment will be determined at such time in the future as appropriate. It is understood that the Grantee has made a budgetary commitment of Fourteen Thousand and no /100 Dollars ($14,000.00) for year three (3), and that the foregoing figure is based upon the commitment made in the Offering to interconnect and the commitment of adjacent areas to interconnect. 5.11 Provisions of Service. After service has been established by activating trunk cables for any area, Grantee shall provide service to any requesting subscriber within that area ninety (90) days from the date of request, except in the event of bad weather, or other circumstances beyond the control of the Grantee, 5.12 Technical and Performance Standards. System technical and performance standards promulgated by the FCC 18 - relating to cable communications systems contained in subpart K r of Part 76 of the FCC's rules and regulations relating to cable communications system shall be incorporated by reference into this Franchise. Any standards adopted by Grantor, and Grantee's Offering are also hereby incorporated by reference into this Franchise. The results of any tests required by the FCC shall be filed within ten (10) days of the conduct of such tests with Grantor and the Board. 5.13 Test and Compliance Procedure. Grantee's Offering includes a detailed maintenance plan describing the methods and schedules for testing the System on an ongoing basis to determine compliance with the standards established by Grantor. Such maintenance shall be performed periodically and shall be paid for by Grantee. .Grantee shall provide FCC proof of performance tests and System maintenance tests in accordance with standards established by the Grantor. Such proof of performance tests will be provided to Grantor on a periodic basis. A. Initial Proof -of- Performance. All equipment to be used in the System will be tested for mechanical and electrical compliance prior to installation. Electronic components will be energized for a minimum of twenty -four (24) hours prior to testing. Testing will result in inspection for: 1. Loose connections and hardware 2. Frequency response 3. Amplification 4. Insertion loss - 19 - a, f, f' 5. Nose figure 6. AGC and /or ASC control 7. VSWR All coaxial cable used will be inspected for the following tests (to insure manufacturer specifications); 1. Attenuation 2. Structural return loss 3. Characteristic impedance 4. Bending radius capability 5. Time domain reflectometer for precise length All receive sites are tested before acceptance for signal quality and interference. Upon completion of all headend, hub, microwave receiver, earth station, and studio sites, proof of performance tests are made.and recorded. During construction of the distribution plant, tests will be conducted on sections of plant divided into convenient sections of approximately twenty (20) miles each. Upon completion of the various "trunk legs," which terminate into a feederline, complete proof of performance tests are conducted to ascertain the accumulated noise, distortions, and system response. Test points are designated at the termination points of the longest feederline of every "trunk leg." These test points insure that every trunk cable and amplifier is tested repeatedly, not just at system turn -on. B. System Maintenance Procedures. 1. Antenna System. This part of the procedure covers the tower, antennas, antenna combiner, fittings, gu 20 - wires, and electrical system. Each type of equipment in the antenna system is inspected and tested every six (6) months. a. The antenna shall be inspected for: - Horizontal and vertical spacing - Direction of array - Loose antenna elements - Corrosive and other environmental buildup Corrosive and water damage in the antenna combiner b. Down leads shall be inspected for: - Nicks and sharp bends - Water damage C. The electrical system shall be inspected for: - Bad or loose connections - Beacon lamps d. Pre - amplifiers shall be tested for: - Gain (measure input and output levels to ascertain that gain is within specified limits) - Signal levels (measure signal levels of video and sound carriers of FM signals. Any radical variation from previous measure- ments would indicate the need for further evaluation). e. Search antenna shall be inspected and tested for: , Capability to recgive various channels Levels received (usable or not) Picture quality (usable or not) Mechanical operation (to see if it can be directed in a desired direction) f. The tower shall be inspected for: - 21 - Corrosion or rusting of turn- buckles Loose U- bolts, clamps, or guy wires Condition of tower plant 2. Headend. Headend equipment primarily covers channel processors, modulators, demodulators, non- duplication switcher, pilot carrier generators, etc. a. The headend output shall be checked once a year for: - All signal levels at the output of the combiner Picture quality at the output of the combiner b. Channel processors shall be checked once a year for: - Response bandwidth and peak to valley - Frequency stability - Adjacent channel rejection - Spurious frequency outputs - Output level stability - Control potentiometers - Indicator Lamps - Meter movements C. Modulators and demodulators shall be checked annually for: - Modulation capability (modulator only) - Spurious frequency outputs (modulator only) 22 - Synchronization stability (demodulator) Age level stability (both) Synchronization compression (demodulator) Frequency response of output (modulator only) 3. Plant Electronics. Plant electronics cover trunk, distribution, and feeder equipment. The system will also include remote status monitoring for continuous inspection of proper operation. a. Amplifiers (trunk, distribution, and line extenders) shall be inspected every week for the levels of the two channels in each band of the pilot carriers. b. Feeder lines (ten (10) test points) f shall be checked once a week. Check the levels of two channels in each band. C. Trunk amplifiers shall be inspected every six (6) months for: Sweep response (every trunk amplifier shall be checked) Measure of AC and DC voltages at every trunk amplifier d. AC standby battery power supplies shall be checked once a month for: - Voltage output - Function of tie relay delay, if used - Surge protection - Transformer damage - Water leakage - Set -Reset switch i 23 - - Battery post condition Percent battery charge capacity e. Passive devices in trunk line shall be checked once a year for: - Water damage - Groundings - Connectors - Corrosion - Primary electrical functions f. Trunk cable shall be visually inspected every six (6) months for: - Dents, bends, or nicks - Expansion loop - Connectors - Broken lashing wires - Grounding - Moisture 5.14 Emergency Requirements. A. Audio and Video Emergency Override. Grantee will provide an Emergency Alert System which will override both audio and video on all channels of the System. At the time an alert message is received at the headend and is identified by a tone recorder as an emergency, the IF modulator will activate and produce a preprinted video message on all charnels. The video message will instruct viewers to turn to the government access channel and the live audio message will simultaneously give instruction as to the nature of the alert on all channels. 24 - I i i The government access channel character generator may then be used by the appropriate protection agency, sounding the alert, to print out the alert message which will continuously be displayed on the government access channel until such agency declares that the alert will be terminated. B. Locations from Which System Will be Activated. The Emergency Alert System will be activated by the Grantor's designated authority. C. Emergency Power. The complete headend facility, including the satellite terminal and ambient control mechanisms, will be powered during standby conditions. The standby generator will be powered by propane gas. The tank supply will be a minimum of forty -eight (48) hours of operation; however, supplemental tanks or refills will insure an infinite standby time potential. The switching from commercial power to standby power, and back again, will be done with an automatic transfer switch. Standby power for computerized base equipment and distribution system shall be provided as set forth in the Offering. SECTION 6. SERVICE PROVISIONS. 6.01 Services to be Provided. The Grantee shall initially provide the services and programming, as available, listed in the Grantee's Offering and in this section. Grantee shall provide two (2) tiers of service; Basic Service (Tier I) and Premium Full Service (Tier II) as set forth in Grantee's Offering. However, it is recognized that due to the nature of 25 - the industry, some of the services specified in Tiers I and II may terminate, change or become undesirable. Thus, the Grantee may make periodic adjustments to the service tiers, but shall consult in good faith with the Grantor regarding such changes. However, no significant changes relating to the basic structure of the Offering shall be made without the consent of the Grantor. Also, the channel numbers set forth herein are subject to change. A. Basic Service (Tier I). Seven (7) local broadcast channels, four (4) access channels, a regional interconnect channel will be provided, and premium services (upon payment of additional charges). Cable Channel Number Designated Programming /Service 2 KTCA - PBS - Channel 2 - St. Paul 3 Educational Access /Bulletin Board 4 WCCO - CBS - Channel 4 - Minneapolis 5 KSTP - ABC - Channel 5 - St. Paul 6 Regional Interconnect /Lakewood Community College/ #916 Area Vocational Technical Institute 7 KTCI - PBS - Channel 17 - St. Paul 8 WFBT - Independent - Channel 29 - Minneapolis 9 KMSP -. Independent - Channel 9 - Minneapolis 10 Public Access /Community Channel /Library Access 11 WTCN - NBC - Channel 11 - Minneapolis 12 Government Access /Municipal Channel/ Designated Emergency Channel /Time and NOAA Weather 13 Leased Access 16 Cable Program Channel Guide /WVLE Radio 17 WCCO Weather 18 USA Network 19 WGN - Independent - Chicago 20 Satellite News Channel I 21 Praise the Lord /Religious Access 22 Home Box Office* 23 Cinemax* 24 Showtime* 25 Home Theater Network Plus* 26 Bravo* 27 Reserved for future use 26 - E 28 The Disney Channel* *Extra Cost Optional Programming B. Tier II. This service incorporates all of the Tier I service. Tier II service also includes distant independents premium services (upon payment of additional charges) , religious programming, educational services, cultural programming, news, and a variety of other services. Cable programming in Tier II shall be as follows: Cable Channel Number Designated Programming /Service 2 KTCA -'PBS - Channel 2 - St. Paul 3 Educational Access /Bulletin Board 4 WCCO - CBS - Channel 4 - Minneapolis 5 KSTP - ABC - Channel 5 - St. Paul 6 Regional Interconnect /Lakewood Community College/ #916 Area Vocational Technical Institute 7 KTCI - PBS - Channel 17 - St. Paul 8 WFBT - Independent - Channel 29 - Minneapolis 9 KMSP - Independent - Channel 9 - Minneapolis 10 Public Access /Community Channel /Library Access 11 WTCN - NBC - Channel 11 - Minneapolis 12 Government Access /Municipal Channel /Desig- nated Emergency Channel /Time and NOAA Weather 13 Leased Access 14 FAA Restricted 15 FAA Restricted 16 Cable Program Channel Guide /WVLE Radio 17 WCCO Weather 18 USA Network 19 WGN - Independent - Chicago 20 Satellite News Channel I 21 PTL - The Inspirational Network 22 Home Box Office* 23 Cinemax* 24 Showtime* 25 Home Theater Network Plus* 27 - 26 Bravo* 27 Reserved for future use 28 The Disney Channel* 29 The Movie Channel* 30 Stillwater Gazette Video News 31 Reserved for Data Use 32 UTV Network 33 National Christian Network 34 Reserved for future use 35 Nashville Network 36 Cable Health Network 37 WTBS - Independent - Atlanta /Keyfax Teletext Option* 38 St. Croix Valley Press Video News 39 Satellite News Channel II 40 Cable News Network Headline News 41 Satellite Program Network 42 43 Entertainment and Sports Programming Network Financial News Network /WCCO II 44 Nickelodeon /Arts 45 Cable News Network 47 Pay - Per -View I: Entertainment /Sports/ Specials* 48 Pay - Per -View II: Entertainment /Sports/ Specials* 51 MSN - The Information Channel /Daytime 52 C Span =U.S. House of Representatives 54 Appalachian Community Service Network /Senior Citizens Access 55 Music Television (MTV) 56 CBN Cable Network * Extra Cost Optional Programming C. Inclusive Services Offerinq 1. Local Broadcast Signals. Seven (7) local television signals shall be carried. The system will comply with carriage requirements promulgated in Part 76 of the FCC Rules and Regulations. 2. Distant Signals. The following distant television signals shall be delivered: WGN Chicago WTBS Atlanta 28 - 3. Automated Services. These services are i provided either as a single channel service or in combination with other services. Grantee will provide equipment to secure the alpha numeric information. These services include: WCCO Weather Educational Access Bulletin Board Community Channel /Library Access Time and NOAA Weather /Government Information Cable Program Guide WCCO II /Financial News Network 4. Satellite Services. Services to be provided include: Satellite Program Network (SPN) Cable Satellite Public Affairs Network (C -SPAN) USA Network Appalachian Community Service Network (ACSN) The Health Channel MSN - The Information Channel /Daytime Music Television (MTV) CBN Satellite Network (CBN) National Catholic Telecommunications Network PTL - The Inspirational Network The Nashville Network Cable News Network II Cinemerica Cable News Network Nickelodeon ARTS UTV Entertainment and Sports Program Network (ESPN) Satellite News - Channel I Satellite News - Channel II 5. Access Services. Channels exclusively dedicated for community access programming include the following: Public Access Leased Access Educational Access Governmental Access 29 - In addition, priority time on three channels will be E provided for senior citizens, library and religious uses. 6. Reqional Interconnect. The standard VHF Channel 6 shall be designated for uniform regional channel usage. Until the regional channel becomes operational, the designated VHF Channel 6 may be utilized by Grantee as it deems appropriate. Use of time on the regional channel shall be made available without charge. 7. Premium Services. Grantee shall provide, subject to availability, premium movie and entertainment services, and pay - per -view service. These services shall be available to subscribers of Tier I or Tier II. These services include: Home Box Office Cinemax Disney Channel. Home Theater Network Plus The Movie Channel Bravo Showtime Entertainment /Sports /Specials Pay - Per -View 8. F14 and Audio Services. FM and audio services shall be provided as set forth in the Offering. 9. Parental Control Devices. The system shall provide the ability of the users to delete channels from the system as set forth in the Offering. 6.02 Minimum Requirements. The Grantor requires that Grantee maintain a System that will include, at a minimum, the following: government access channel; educational access channel; a public access channel; leased user channel; and regional channel. - 30 - SECTION 7. CONSTRUCTION PROVISIONS. 7.01 Initial Service Area. The "Initial Service Area" is defined to include the entire Cable Service Territory, including residences, commercial, industrial and institutional areas as set forth in the map entitled "Initial Service Area" that is attached to the Request for Proposals. 7.02 Construction Timetable. Grantee's construction timetable (submitted in conjunction with a map for the initial service area and made a part of this Franchise) reflects the method and schedule of construction of the System. The plan of Grantee will reflect the following: A. Within ninety (90) days of the effective date of the Franchise, Grantee shall apply for all necessary governmental permits, licenses, certificates and authorizations, and will use its best efforts to acquire such matters. B. Construction shall be completed and service activated within one year after Grantee's receipt of all necessary governmental permits, licenses, certificates and authorizations. C. If the Grantee has not acquired all necessary government permits, licenses, certificates and authorizations within four (4) months of the effective date of the Franchise, it shall so inform the Grantor explaining the reasons(s) for the delay, and the Grantor shall use its best efforts to assist the Grantee in acquiring the above -noted authorizations. D. The time periods, described in this section shall not include the period from December 1st to April 15th and shall be i - 31 - extended by Grantor in the event of an act of God that so requires. E. This schedule can be amended in the event of circumstances beyond the control of the Grantee. Bad weather may be deemed by the Grantor to constitute a circumstance beyond the control of the Grantee. Grantee shall give notice to Grantor of the event or circumstances beyond its control and the anticipated delay. Unless Grantor notifies Grantee that the delay is unreasonable, the Grantee shall be entitled to the delay specified in its notice. If notice is given by Grantor within thirty (30) days of receipt of Grantee's notice, there shall be a further review between Grantor and Grantee and no extension shall then be deemed to be granted unless approved by Grantor. F. The Grantee shall furnish Grantor with progress reports detailing construction progress, indicating its compliance with the construction schedule and specifying the reasons for delay therein. G. The line extension policy shall be as set forth in the Offering. H. Agreement shall be reached with the Grantor and Grantee as to the construction of the headend of the facility as soon as reasonably possible after the availability of the necessary information to both parties. I. Construction shall be deemed complete when the strand and cable has been extended throughout the Initial Service Area as set forth in the Offering, and service is available to subscribers. 32 - 7.03 Construction Codes. Grantee shall strictly adhere to all building and zoning codes currently or hereafter in force in the Cities. Grantee shall arrange its lines, cables and other appurtenances, on both public and private property, in such a manner as to cause no unreasonable interference with the use of said public or private property by any person. In the event of such interference, Grantor may require the removal of Grantee's lines, cable and appurtenances from the property in question. If Grantor determines to require the removal of Grantee's lines, cables and appurtenances, it shall give Grantee ninety (90) days' notice within which to accomplish the removal. The Grantee shall, upon Grantee's request, be provided a hearing before the Grantor regarding this requirement. Failure to comply with this section shall be deemed a violation of this Franchise. 7.04 Repair of Streets. Any and all streets which are disturbed or damaged during the construction, operation, maintenance or reconstruction of the System shall be promptly repaired by Grantee, at its expense and to the reasonable satisfaction of Grantor or its designee. 7.05 Erection of Poles. Grantee shall not erect, for any reason, any pole on or along any street in an existing aerial utility system. If additional poles in an existing aerial route are required, Grantee shall negotiate with the utility for the installation of the needed poles. Grantee shall negotiate the cost lease of pole space and facilities from the existing pole owners -for all aerial construction, under mutually acceptable i 33 - terms and conditions. Grantor and each of the Cities shall utilize their best efforts to assist in arriving at equitable pole rental or pole erection agreements. 7.06 Undergroundinq of Cable. The placement of cables underground is encouraged. In any event, cables shall be installed underground at Grantee's cost where all existing utilities are already underground. Previously installed aerial cable shall be placed underground in concert, and on a cost - sharing basis, with other utilities, when such other utilities may convert from aerial to underground construction. The Grantor shall notify Grantee of all pending changes from aerial to underground utility installations. Grantee shall place cable underground in newly platted areas in concert with the other utilities. 7.07 Reservations of Street Rights. The following reservations in the use or construction on streets shall be complied with by Grantee notwithstanding the grant to use streets made by the Franchise: A. Nothing in this Franchise shall be construed to prevent Grantor from constructing sewers, grading, paving, repairing and /or altering any street, or laying down, repairing or removing water mains or constructing or establishing any other public work. All such work shall be done, insofar as practicable, in such manner as not to obstruct, injure or prevent the free use and operation of the poles, wires, conduits, conductors, pipes or appurtenances of Grantee. If any such property of Grantee herein shall interfere with the construction - 34 - or repair of any street or public improvement, whether it be construction, repair or removal of a sewer or water main, the improvement of a street or any other public improvement, thirty (30) days' notice shall be given to Grantee by Grantor and all such poles, wires, conduits or other appliances and facilities shall be removed or replaced by Grantee in such manner as shall be directed by the Grantor so that the same shall not interfere with the said public work of the Grantor, and such removal or replacement shall be at the expense of the Grantee herein. 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 which may be available to Grantee. C. Notwithstanding the grant to use streets, no r street shall be used by Grantee if the Grantor, in its sole opinion, determines that such use is inconsistent with the terms, conditions or provisions by which such street was created or dedicated, or presently used and in such event, Grantee shall be relieved of its obligation to provide cable television service for such street. D. If the Grantor shall make improvements or change on all or any part of streets, over, under or along which any part of the System has been installed, then and in every case the Grantee shall, after thirty (30) days' notice from the Grantor or its designee, proceed to alter, change, vacate or remove from the right -of -way or easement any part of the System necessary to 35 - conform with said Grantor's improvements or changes without cost whatsoever to the Grantor. E. All construction or use of streets shall be in conformance with the then applicable ordinances of the Cities. 7.08 Trimming of Trees. Nothing contained in this Franchise shall be deemed to empower or authorize Grantee to cut or trim any trees, ornamental or otherwise, in any of the streets, alleys of public highways, but Grantee may cut or trim trees as necessary only pursuant to a prior agreement with the owner of property which is adjacent to the street area in which such tree stands. In the event that an owner shall unreasonably refuse to permit the Grantee to cut or trim trees, the Grantor may nonetheless authorize such work if it is necessary to protect, repair or maintain the System. 7.09 Street Vacation or Abandonment. In the event any street or portion thereof used by Grantee shall be vacated by the Grantor or the use thereof discontinued by Grantee, during the term of this Franchise, Grantee shall forthwith remove its facilities therefrom unless specifically permitted to continue the same, and on the removal thereof restore, repair or reconstruct the street area where such removal has occurred, and place the street area where such removal has occurred in such condition as may reasonably be required by the Grantor. In the event of failure, neglect or refusal of Grantee, after thirty (30) days' notice by Grantor to repair, improve or maintain such street portion, the Grantor may do such work or cause it to be done, and the cost thereof as found and declared by the Grantor - 36 - CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBLR TWO DATED AUGUST 11, 1983 SECTION 7 b57.11 and 7.12 page 37 The above referenced sections were negotiated out of the franchise document between Ordinance Number One and Ordinance Number Two, the final ordinance. As per a conversation with Commission Attorney David C. Magnuson October 22, 1984 ATD /a 10/24/84 shall be paid by Grantee as directed -by Grantor and collection may be made by Court action or otherwise. 7.10 Movement of Facilities. In the event it is necessary temporarily to move or remove any of Grantee's wires, cables, poles, or other facilities placed pursuant to the Franchise, in order lawfully to move a large object, vehicle, building or other structure over the streets of Grantor, Grantee, upon reasonable notice, shall move, at the expense of the person requesting the temporary removal of facilities, such items as may be required to facilitate such movement. Grantee reserves the right to require payment in advance for such movement of its facilities. Additionally, any service disruption sections of this ordinance shall not apply in the event that the removal of Grantee's wires, cables, poles or other facilities results in temporary service disruptions. 7.13 Headend Location. The headend shall be located within the boundaries of the City of Stillwater at the site permitted by action of the Stillwater Planning Commission and order of the Stillwater City Council, this action being taken by the City Council at a regular meeting thereof held on the 17th day of May, 1983. SECTION 8. OPERATION AND MAINTENANCE. 8.01 Open Books and Records. Grantee shall maintain an office within the Cable Service Territory and manage all of its operations in accordance with a policy with Grantor of totally open books and records. Grantor shall have the right to inspect, upon notice, at any time during normal business hours all books, 37 - records, maps, plans, income tax returns, financial statements, service complaint logs, performance test results, record of requests for service and other like materials of Grantee which relate to the operation of this Franchise. Access to the aforementioned records by Grantor shall not be denied by Grantee on the basis that said records contain "proprietary" information. 8.02 Communications with Regulatory Agencies. Copies of all petitions, applications, communications and reports submitted by Grantee to the Board, FCC, Securities and Exchange Commission or any other Federal or State regulatory commission or agency having jurisdiction in respect to any matters affecting cable communications systems operations authorized pursuant to this Franchise shall also be submitted simultaneously to Grantor. Copies of responses from the regulatory agencies to Grantee shall likewise be furnished simultaneously to Grantor. 8.03 Annual Reports. A. Grantee shall file with Grantor on or before March 31, 1985 and for each year thereafter, the following: 1. A financial statement prepared by an independent certified public accountant, showing in such detail as acceptable to grantor, the gross operating revenues of Grantee for the preceding fiscal year. 2. Current list of names and addresses of each officer and director and other management personnel, as well as each shareholder having stock ownership of three percent (3 %) or more. i - 38 - 3. A copy of each document filed with all federal, state and local agencies during the preceding fiscal year and not previously filed with Grantor (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 access rules. 6. A current copy of its subscriber service contract. 7. Any other information that shall be reasonably requested by the Grantor. B. Grantor and 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 (5) days' notice of the audit request, the description of and purpose for the audit and description, to the best of Grantor's ability, of the books, records and documents it wants to review. 8.04 Monitorinq and Compliance Reports. No later than April 15th of each year, Grantee shall provide a written report of the FCC performance tests for the home subscriber network required in Part 76, Section 76.601 of FCC Rules and Regulations. In addition, Grantee shall provide for Grantor, in accordance with Section 5.13, reports of the FCC proof of performance tests and compliance procedures established by this Franchise, no later than ten (10) days after the completion of each series of tests. - 39 - 8.05 Additional Reports. Grantee shall prepare and furnish to Grantor, at the times and in the form prescribed, such additional reports with respect to its operation, affairs, transactions or property, which in the reasonable discretion of the Grantor are necessarv. 8.06 Maintenance and Complaints. A. Grantee shall maintain an office within the Cable Service Territory which shall be open during all usual business hours, have a publicly listed toll -free telephone, and be so operated so as to receive subscriber complaints and requests for repairs or adjustments on a 24- hour -a -day, 7- day -a -week basis. A written log shall be maintained listing all complaints and their dispositions. B. Grantee shall render efficient service, make repairs promptly and interrupt service only for good cause and for the shortest time possible. Such interruptions, insofar as possible, shall be preceded by notice and shall occur during a period of minimum use of the System. .A written log shall be maintained for all service interruptions. C. Grantee shall maintain a repair force of technicians that shall respond to subscriber complaints or requests for service within 24 hours after receipt of the complaint or request to the extent reasonable. All complaints shall be resolved within seven (7) days, to the extent reasonable. Except where the subscriber has damaged the System's equipment, no charge shall be made to the - 40 - subscriber for this service, and. the subscriber's account shall be credited if without service for a period exceeding seventy -two (72) hours. D. During the construction phase, all employees or subcontractors of Grantee shall wear a photo identification card at all times. All vehicles used by Grantee or a subcontractor shall be clearly identified and bear a local telephone number. E. Grantor shall insure that all subscribers and members of the general public have recourse to a public hearing, before the Grantor, of any complaints, where there is evidence that Grantee has not settled the complaint to the satisfaction of the person initiating the complaint. F. Grantee sha•11 maintain within the Cable Service Territory at all times during the construction of the system, a publicly listed telephone that shall be available to handle complaints of the citizens. 8.07 Safety. A. Grantee shall at all times employ the standard of care attendant to the risks involved and shall install and maintain in use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injury or nuisance to the public or to employees of Grantee. B. Grantee shall install and maintain its wires, cables, fixtures and other equipment in accordance with the requirements of all applicable codes, and in such manner 41 - that they will not interfere with any installations of i Grantor or any public utility. C. All lines, equipment and connections in, over, under and upon the streets and private property within the Grantor, wherever situated or located, shall at all times be kept and maintained in a safe and suitable condition and in good order and repair. 8.08 Service Contract. A. Grantee does not intend to utilize a service contract in marketing or providing service at the commencement of System operation. In the event that a service contract is utilized during the life of this Franchise, such service contract shall be attached hereto and incorporated by reference into this Franchise. B. Grantee shall receive approval from Grantor of the form and content of the service contract to be used by Grantee prior to entering into any such service contracts with subscribers, and the Grantee shall make no changes in the approved service contract without prior approval of Grantor. The service contract shall include, at a minimum, a schedule of all rates and charges, description of services, instructions on the use of the Systems, billing and collection practices. C. 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 - 42 disadvantage, provided, that nothing in this agreement shall be deemed to prohibit the establishment of special contracts for non - profit charitable organizations or bulk rate discounts for multiple dcveilings. D. 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 obligations 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 the member Cities, and laws of the State of Minnesota or the United States. E. Each subscriber shall be provided with instructions on filing complaints or otherwise obtaining information or assistance from Grantee. F. All items described in this section shall be provided to each new subscriber at the time a contract is entered or service begun, and to all existing subscribers not less than once each year. G. The terms of a subscriber contract shall not be for more than twelve (12) months duration unless after twelve (12) months the contract may be terminated by the subscriber at his option at any time, with no penalty to subscriber. - 43 - 8.09 Subscriber Practices. A. There shall be no charge for disconnection of any i 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 subscriber's service outlet, provided however, that such disconnection shall not be effected until after the later of (i) thirty (30) days after the due date of said deliquent fee or charge or (ii) ten (10) days after delivery to subscriber of written notice of the intent to disconnect. If a subscriber pays before expiration of the latter 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 responsibility 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 Grantee to render the service in accordance with this Franchise, Grantee - 44 - shall refund to such subscriber the proportionate share of the charges paid by the subscriber for the services not received. This provision does not relieve Grantee of liability established in other provisions of this Franchise. C. Continued failure by Grantee to provide services proposed by it may, in the discretion of the Grantor, be cause for imposition of a penalty of $25.00 per day pursuant to the requirements of Paragraph 9.04 herein. 8.10 ' Rates and Other Charges. A. All regulatable rates and charges shall be subject to regulations by Grantor, pursuant.'to the procedures specified herein. Grantee and Grantor shall be subject to the rate regulation provisions provided herein, and of the federal and state Government or their agencies, that may from time to time be applicable. B. Rates and charges charged by Grant r Mont ' service and "installation and other c arges hereunder shall be uniform, fair and reasonable and designed to meet all necessary costs of e v,i ¢ nclud' a fair C u ► -r�k"f rate of return on the syo ew) less observed depreciation of the propert'es devoted to such service. In addition, the st nda d b considered by Grantor in Section 8.110 1 9 alf be a p icable in the establishment of rates under this section. C. Grantee shall maintain rates for all services constant until one (1) year after completion of construction 45 - of Initial Service Area as described in Section 8.11E. Such date shall be determined by the Grantor. This guarantee applies to installation charges, pay- cable, all service tiers, commercial charges and any other rate or charge of Grantee for its service pursuant to this Franchise. D. Service requests for maintenance or repair of-the System shall be performed at no charge to a subscriber. If such maintenance or repair is required as a result of damage caused by a subscriber, Grantee may charge according to its actual cost for time and material plus a reasonable charge for the repair service. E. Pay -Cable "Additional Services." Court decisions currently restrict municipal regulations of rates to all subscriber services provided by Grantee, including the i delivery of broadcast signals, covered by the regular monthly charge paid to all- subscribers, excluding optional services for which a separate charge is made. In the event such application of Court decisions is changed, Grantee and Grantor shall mutually agree to what extent, if any, the rates for such services shall be subject to regulation under the Franchise. F. Notwithstanding the Grantee's normal rates and charges, the Grantee may offer both its initial and additional installation services to subscribers at uniformly applied reduced rates. 8.11 Pate Changes. A change in any regulatable rate, when not inconsistent .with applicable requirements of the FCC, the 46 - Board, or other lawful authority, may be implemented by Grantee. Any such rate change implemented by Grantee shall be subject to -denial by Grantor in accordance with the provisions of this section and the following paragraphs. A. No rate change shall be allowed that would result in different rates or charges for service to similarly situated subscribers in the rate territory. B. No rate change that in the opinion of Grantor is substantial, will be allowed_ unless all the standards and prerequisites for review have been met and complied with and determinations have been made, all pursuant to this section. C. The standards' for reviewing a rate change implemented by Grantee will include at least the following, except when the change is required or permitted by the FCC, - "Board or other lawful authority, and further review is not "``=deemed applicable by Grantor. 1. The ability of Grantee to render System services and to derive a reasonable profit therefrom under the existing rate schedule and proposed rate schedule; 2. The revenues and profits derived from System services; 3. The quality of the servi offered by Grantee; L ,% � / 4. A fair rate of return anammoo - 47 - 5. A fair rate of 'return with respect to investments having similar risks to that of providing cable communication services; G. The extent to which Grantee has adhered to the terms of this Franchise; 7. Fairness to residents and subscribers; 8. Capital expenditures by Grantee in providing updated technology and service to subscribers; and 9. ' Such other factors as Grantor may deem reasonably relevant. D. In any proceeding, the Grantor may exclude from the accounts of Grantee any payment or compensation to parent or an affiliated interest for any services rendered or property or service furnished unless Grantee shall establish the reasonableness of such payment or / compensation. In such proceeding, any payment or compensation may be disapproved or disallowed by the Grantor in whole or in part, unless satisfactory proof is submitted to the Grantor of the cost to the parent's affiliated interest of rendering the service or furnishing the property or service. E. No rate increase shall be permitted until one (1) year after construction is completed. Construction shall be deemed completed when the strand and cable has been extended throughout the Initial Service Area as set forth in the offering and service is available to all potential subscribers. 48 - F. The procedures to be following in changing a rate or charge shall include at least the following: 1. The Grantee shall submit to Grantor a Notice of Rate Change setting forth the new rate and charge schedule with a copy filed with the Board. 2. The Notice of Rate Change shall be supported by statistical and other proof indicating that the existing rate or charge is inadequate or unreasonable and that a rate change is required to enable the Grantee to render service to fulfill its obligations under this Franchise and to derive a reasonable profit therefrom. 3. The Notice of Rate Change shall include (or Grantee shall provide at the request of Grantor), current information, including financial information with at least the following from Grantee or its parent company concerning the cost of serving the rate territory: a. Balance Sheet; b. Income Statement; C. Statement of sources and applications of funds; d. Detailed supporting schedules of expenses, income, assets and other items as may be required by Grantor; . e. Statement of current and projected subscribers; 49 - f. A current list of rates and charges of similar systems owned or operated by Grantee or its parent corporation and other subsidiaries or affiliates of its parent corporation and other subsidiaries or affiliates of its parent corporation; and g. A current list of rates and charges for other systems in the seven county metropolitan area. 4. The rate change initiated by Grantee shall be subject to denial by the Grantor in accordance with the terms of this Section. Grantor will notify the Grantee and the Board and schedule a public hearing on the rate change within three (3) weeks from the date of receipt of the Notice of Rate Change should the Grantor deem such public hearing appropriate. Grantor may extend time for receipt of evidence and hiring and reporting of a consultant for a period of up to two (2) months. Grantee will notify the public through providing notice for two (2) weeks, each day between 7:00 p.m. and 9:00 p.m. on two (2) channels of the date, place and time of the hearing. Grantor will publish notice ten (10) days prior to hearing in its official newspaper. 5. After closing the public hearing, Grantor will have six (6) weeks within which to make its determination whether the rate change should be denied. 50 - If the Grantor does not deny the rate change within the six (6) week period, Grantee's rate change will be deemed approved. Grantee shall have the right to collect fees and charges pursuant to the new rate schedule as of the later of: (a) the date of Grantor's denial of Grantee's rate change or, (b) the date following the end of the six (6) week period. 6. If Grantor denies Grantee's rate change within the six (6) week period, Grantee may appeal the decision to the appropriate lawful authority. In the event Grantee appeals Grantor's denial, that portion of fees collected by Grantee representing the increase in rates shall be kept in a separate interest bearing escrow account by Grantee and will be rebated with interest to all subscribers if Grantee is unsuccessful in its appeal of Grantor's denial. H. Grantor may utilize a rate consultant to advise it on rate changes and to assist it in maintaining uniform rates within the rate territory. A rate consultant may be any person who has sufficient background and experience, in the reasonable opinion of Grantor, to properly evaluate and analyze rates and charges. T-. All costs for the review of a rate or charge change shall be paid by Grantee upon demand of Grantor. The cost shall include, but not be limited to, attorneys' fees, and the reasonable value of services (as determined by - 51 - Grantor), rendered by Grantor or any of Grantor's employees, agents or representatives. J. Any time limit may be waived only if Grantor and Grantee consent. 8.12 Periodic Reviews and Evaluation and Upgrading. The field of cable communications is a relatively new and rapidly changing one which may see many regulatory, financial, marketing and legal changes during the term of this Franchise. 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 evaluation provisions will apply: A. Grantor reserves the right to adopt rules and regulations controlling the procedures and subjects for periodic reviews and evaluation. In the absence of any Grantor action taken to exercise these rights, Grantee shall be subject to at least the procedures and subjects described in this section. The Grantor reserves the right to request and require the Grantee's sharing of staff and resources with other systems operated by the Grantee. B. Grantor may require, at is sole discretion, System performance evaluation sessions at any time during the term of this Franchise or as required by federal or state law. At a minimum, such evaluation sessions shall be conducted by Grantor within thirty (30) days of the third, fifth and tenth anniversary dates of the effective date of acceptance of this Franchise by Grantee. However, in no event shall 52 - there be more than one (1) evaluation session within any two (2) year period. C. 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 charnels of the System between the hours of 7:00 p.m. and 9:00 p.m. for five (5) consecutive days preceding each session. D. To assist in review and evaluation, Grantor may enlist an independent consultant to conduct an analysis of the System and its performance and to submit a report of such analysis to the Grantor. All consultant fees and costs shall be paid by Grantee. E. Topics which may be discussed at any evaluation session may include, but not be limited to, computer uses, service rate structures, franchise fees, penalties, free or discounted services, application of new technologies, system performance, services provided, programming offered, access channels, facilities and support, local origination, customer complaints, privacy, amendments to this franchise, judicial, Board and FCC ruling, line extension policies, insurance, and Grantee, Grantor or member City rules. F. During a review and evaluation by Grantor, Grantee shall fully cooperate with Grantor and shall provide without cost, such information and documents as Grantor may request to reasonably perform the service. 53 - G. If at any time during its review, or at any other time, Grantor determines that reasonable evidence exists of inadequate System performance, it may require Grantee to perform tests and analyses directed toward such suspected inadequacies at the Grantee's own expense. Grantee shall fully cooperate with Grantor in performing such testing and shall prepare results and a report, within a reasonable time. The report prepared by Grantee shall include at least: 1. A description of the problem in System performance which precipitated the special tests. 2. What System component was tested. 3. The equipment used and procedures employed in testing. i 4. The method, if any, by which such System performance problem was resolved. 5. Any other information pertinent to said tests and analyses which may be required by Grantor, or determined when the test is performed. Grantor may require that tests be supervised at Grantee's expense by a qualified consultant designated by Grantor. The consultant shall sign all records of special tests and forward to Grantor such records with a report interpreting the results of the tests and recommending actions to be taken. H. As a result of a periodic review or evaluation session, Grantor may request that Grantee modify the System 54 - or to provide additional services. Grantee shall not unreasonably refuse such request of the Grantor unless technology does not permit it, or Grantee establishes to the satisfaction of Grantor that the cost would prohibit the implementation of the modification or the additional services. Moreover, if the cost involved in such modification is significant, the Grantee will be eligible. for a rate increase pursuant to the procedures established herein. 8.13 Refunds to Subscribers and Programmers. A. If Grantee fails to provide any service requested by a subscriber, the Grantee shall, after adequate notification and being afforded the opportunity to provide the service, promptly refund all deposits or advance charges paid for the services in question by said subscriber. B. If any subscriber terminates any monthly service during the first twelve (12) months of said service because of the failure of Grantee to render the service in accordance with the standards set forth in this franchise, Grantee shall refund to such subscriber an amount equal to the installation or reconnection charges paid by the subscriber multiplied by the fraction of the twelve (12) month period for which the subscriber will not be receiving service. In the event that said subscriber has made an annual payment in advance, a similar portion of said payment shall be refunded by Grantee. - 55 - C. If any sub: tor-ni:nates , for any reason not specified in Section B al-ove, any monthly service prior to the end of a prepaid period, a prorated portion of any pre -paid subscriber service fee, using the number of days as a basis, shall be refunded to the subscriber by Grantee. 8.14 Community Access Corporation. In accordance with Minnesota law, an independent non - profit corporation, termed the Community Access Corporation (CAC) , may be formed to manage the use of public access and other community channels of the System. Grantor shall include no less than seven (7) persons with broad representation of the Grantor's educational, cultural, social, community and business organizations. SECTION 9. GENERAL FINANCIAL AND INSURANCE PROVISIONS. 9.01 Payment to Grantor. A. Grantee shall pay to Grantor an annual amount equal to five (5) percent of Grantee's Gross Annual Revenues. Funds received by Grantor pursuant to this section will be allocated to cable - related activities, including regulation, administration and access programming and services. Grantee shall cooperate with and assist Grantor in securing any required waiver from the FCC. B. Payments due Grantor under this provision shall be computed at the end of each calendar year for that calendar year. Payments shall be due and payable no later than ninety (90) days after the dates listed in the previous sentence. Each payment shall be accompanied by a brief 56 - report showing the basis for the computation and such other relevant facts as may be required by Grantor. C. Acceptance of any payment shall not be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim Grantor may have for further or additional sums payable under the provisions of this permit. All amounts paid shall be subject to audit and recomputation by Grantor. D. Grantor reserves the right to collect for years 1 , and 2 an advance on the estimated franchise fee to assist it in paying the costs of administration and access. No interest shall be charged to Grantor. 9.02 Security Fund. A. Within thirty (30) days after the effective date .- of the Franchise, Grantee shall deposit into a bank account, established by Grantor and maintain on deposit through the term of this Franchise, the sum of Five Thousand Dollars ($5,000.00) as security for the faithful performance by it of all the provisions of this Franchise, and compliance with all orders, permits and directions of Grantor, and the payment by Grantee of any claim liens and taxes due Grantor which arise by reason of the construction, operation or maintenance of the System. Interest accrued on this deposit shall remain with the deposit as additional security unless after periodic review Grantor determines, in its reasonable discretion_, to rebate all or part of the accrued interest or 57 - to reduce the required ar.:ount' of the security fund. Provisions shall be made to permit the administrator designated in this Franchise to withdraw Funds for the security fund. Grantee shall not use the security f for other purposes and shall not assign, pledge or otherwise use this security fund as security for any purpose. B. Within thirty (30) days after notice to it that any amount has been withdrawn by Grantor from the security fund pursuant to Su..)divisic -7i A of this section, Grantee shall deposit a sum of money sufficient-to restore such security fund to the original amount (i.e. $5,000.00). C. If Grantee fails to pay to Grantor any taxes due and unpaid; or, fails to repay to Grantor, within such ten (10) days, any damages, costs or e::nenses which Grantor or a member City shall be compelled to pay by reason of any act or default of the Grantee in connection with this Franchise; or fails, after thirty (30) days' notice of such failure by Grantor, to comply with any provision of the Franchise which Grantor reasonably determines can be remedied by an expenditure of the security, Grantor may then seek to withdraw such funds from the security fund, pursuant to the procedures specified in Paragraph 5.04 herein. 9.03 Penalties from Security Fund. In addition to recovery of any monies owed by Grantee to Grantor for damages, or any other remedies, as a result of any acts or omissions by Grantee pursuant to the Franchise, Grantor may charge to and collect from the Security Fund f -) 7 iowi.jg A. For fa ilur=_ t;) ccnstruction in accordance with Grantee's initial service area plan, unless Grantor approves the delay, the penalty shall be One Hundred Dollars ($100.00) per day for each day, or part thereof, such failure occurs or continues. B. For failure to provide data, documents, reports or information, to Grantor during an application process or System review, the penalty shall be Twenty -five Dollars ($25.00) per day for each day, or part thereof, such failure occurs or continues. C. For failure to comply with any of the provisions of this Franchise for which a penalty is not otherwise specifically provided pursuant to this section, the penalty shall be Twenty-five 'Dollars ($25.00) per day for each, or part thereof, that such failure occurs or continues. D. For failure to meet conditions of member City permits, the penalty shall be Twenty -five Dollars ($25.00) per day for each, or part thereof, such failure occurs or continues. E. For failure to test, analyze and report on the performance of the System following a request by Grantor, the penalty shall be Twenty -five Dollars ($25.00) per day for each day, or part thereof, that such failure occurs or continues. F. For failure by Grantee to modify the System or to provide additional service within forty -five (45) days after required by Grantor following a periodic review or 59 - renegotiation agreement, the penalty shall be Twenty -five Dollars ($25.00) per day for each day, or part thereof, that such failure occurs or continues. However, it is understood that some modifications or additional services may not be capable of implementation within the above -noted time frame. In such an event, the time period shall be extended to the extent reasonable. G. For failure to provide the services Grantee has proposed, including but not limited to the implementation and the utilization of the access channels -and the making available for use of the equipment and other facilities to the public, the penalty shall be One Hundred Dollars ($100.00) per day for each day, or part thereof, that such failure occurs or continues. H. For failure to provide the services Grantee has proposed, including but not limited to the implementation and the utilization of the access channels and the making available for use of the equipment and other facilities to the public, the penalty shall be One Hundred Dollars ($100.00) per day for each day, or part thereof, that such failure occurs or continues. I. Each violation of any provision of this Franchise shall be considered a separate violation for which a separate penalty can be imposed. J. In each of the above situations, the Grantor will be afforded ten (10) days within receipt of a written notice 60 - r from Grantor within which to cease the violation and thereby avoid the penalty specified herein. 9.04 Procedure. Whenever Grantor finds that Grantee has violated one (1) or more terms, conditions or provisions of this Franchise, a written notice shall be promptly given to Grantee informing it of such violation or liability. Grantee may, within ten (10) days of notice, notify Grantor that there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by Grantee to Grantor shall specify with particularity the matters disputed. A. Grantor shall hear Grantee's dispute at its regularly scheduled meeting. Grantor shall supplement the decision with written findings of fact. B. Upon a determination by Grantor that a violation or liability exists, Grantor may withdraw appropriate sums from the security fund. Grantee shall pay all costs associated with hearing the,appeal. C. The Security Fund deposited pursuant to this section shall become the property of Grantor in the event that the Franchise is cancelled by reason of the default of Grantee or revoked for cause. Grantee, however, shall be entitled to the return of such Security Fund, or portion thereof, as remains on deposit at the expiration of the term of the Franchise, or upon termination of the Franchise at an earlier date, provided that there is then no outstanding default on the part of Grantee. 61 - D. The rights reserved to Grantor with respect to the Security Fund are in addition to all other rights of Grantor, whether reserved by this Franchise or authorized by law, and no action, proceeding or exercise of a right with respect to such Security Fund shall affect any other right Grantor may have. E. Grantor reserves the right, in its reasonable discretion, to award Grantee for prompt and good performance in the construction and maintenance and operation of the System. Grantor may rebate to Grantee all or any portion of accrued interest in the Security Fund because of early completion of the construction of the System and for such other reasons as may be determined, based on the periodic evaluation specified' in this Franchise or at any time determined by Grantor. 9.05 Bonds A. At the time the Franchise becomes effective and at all times thereafter, until the Grantee has liquidated all of its construction obligations, the Grantee shall furnish and file with the Grantor a performance and payment bond, or a performance and payment bond together with such other security as is approved by Grantor. The bond shall run to the Grantor in the penal sum of an amount equal to the estimated construction cost of the System or such lesser amount as the Grantor reasonably determines necessary to adequately assure the construction of the System as contemplated herein. The bond shall be conditioned upon the 62 - faithful performance of the Grantee of all the terms and conditions of this Franchise. The rights reserved by the Grantor with respect to the bond or other security are in addition to all other rights the Grantor may have under the Franchise or any other law. B. The Grantor has initially determined that the Grantee may post a bond of One Hundred Thousand and No /100 Dollars ($100,000.00). However, the Grantor may reasonably require that the bond be increased, upon ten (10) days written notice, in an amount equal to the estimated or actual construction costs, or such lesser amount as the Grantor deems appropriate. C. Following the completion of all construction contemplated by this 'Franchise in the initial service area said bond referred to in A above may be reduced by Grantor. If, however, at any time during the term of this Franchise Grantee is required to construct, pursuant to the terms of this Franchise, additional System and the cost thereof shall exceed the sum of Ten Thousand and No /100 Dollars ($10,000.00) , Grantee shall, prior to construction thereof, file with the Grantor a bond a provided in paragraph A above. Said bond shall run to the Grantor in the penal sum of an amount equal to the estimated construction costs, or such lesser amount as the Grantor in its sole discretion determines necessary to adequately assure construction. 63 - D. The rights reserved by the Grantor with respect to the bond are in addition to all other rights the Grantor may have under the Franchise or any other law. E. The bonds shall be subject to the approval of the Grantor and shall be in full force and effect at all times until the Grantee has liquidated all of its obligations with the Grantor. F. The bonds shall contain the following endorsement: "It is hereby understood and agreed that this bond may not be cancelled until sixty (60) days after receipt by the Grantor, be registered mail, return receipt requested, or a written notice of intent to cancel or not to renew." 9.06 Damages and Defense. A. Grantee shall hold harmless Grantor for all damages and penalties as a result of the exercise of this Franchise by the Grantee. These damages and penalties shall include, but shall not be limited to, damages arising out of the Grantee's copyright infringement or defamation, and all other damages arising out of the construction, operation, maintenance or reconstruction of the System authorized herein, whether or not any act or omission complained of is authorized, allowed or prohibited by this Franchise. However, it is understood that excluded from the above -noted hold harmless provision, are any acts of defamation or copyright infringement in which the Grantor or the Cities may engage. t 64 - B. Grantee shall pay all expenses incurred by Grantor in defending itself with regard to all damages and penalties mentioned in Section A above. These expenses shall include all out -of- pocket expenses, such as attorneys' fees, and shall also include the reasonable value of any services rendered by any employees of Grantor of the member Cities. 9.07 Liability Insurance and Indemnification. A. Grantee shall maintain, throughout the term of this Franchise, liability insurance insuring both Grantee and Grantor's officers, boards, commissions, elected officials, agents and employees with regard to all damages mentioned in Paragraph A of the section entitled "Damages and Defense" above, in the minimum amounts of: Five Hundred Thousand and no /100 Dollars ($500,000.00) for bodily injury or death to any one person; One Million and no /100 Dollars ($1,000,000.00) for bodily injury or death resulting from any one accident; One Hundred Thousand and no /100 Dollars ($100,000.00) for property damage resulting from any one accident; Five Hundred Thousand and no /100 Dollars ($500,000.00) for all other types of liability. Because Grantee will be working in the public streets continually, the insurance will cover comprehensive form, premises- operations, explosion and collapse hazard, underground hazard and products completed hazard in the minimum amount of Three Hundred Thousand and .no /100 Dollars ($300,000.00) or whatever limits permitted by the state for bodily injury and property damage combined. The City shall be additionally insured and receive ten (10) days' notice of 65 - cancellation. The policy must cover the Grantee and any , agents of the Grantee unless the agents are similarly covered. B. Upon the effective date of this Franchise, Grantee shall furnish proof to Grantor that a satisfactory insurance policy has been obtained. Said insurance policy shall be approved by Grantor and such insurance policy, along with written evidence of payment of required premiums, shall be filed and maintained with Grantor. SECTION 10. REVOCATION. 10.01 Grantor's Right to Revoke. In addition to all the other rights which the Grantor has in this Franchise, the Grantor reserves the additional right to revoke this Franchise, and all rights and privileges pertaining thereto, in the event that: A. Grantee substantially violates any provision of this Franchise; or B. Grantee knowingly or willfully attempts to evade any of the provisions of the Franchise; or C. Grantee knowingly or willfully practices any fraud or deceit upon the franchising authority; or D. Grantee becomes insolvent, unable or unwilling to pay its debts, or is adjudged a bankrupt; or E. Grantee fails to receive a Certificate of Confirmation from the Board within six (6) months after the Franchise award. 66 - F. Grantee's construction schedule is delayed over six (6) months, and is not justified pursuant to Paragraph 7.02 herein. 10.02 Procedures. A. Grantor shall provide Grantee with a written notice of the cause for termination and the intent to terminate and shall allow Grantee thirty (30) days subsequent to receipt of the notice in which to correct the violation. B. Grantee shall be provided the right to a public hearing before Grantor. C. If, after the hearing, the Grantor shall determine that termination is required, then it shall issue a public order to that effect, including written findings and conclusions, and the Grantee shall then have thirty (30) days from the release date of the order within which to commence an appeal with the appropriate lawful authority. D. During the appeal process, the Franchise shall remain in full force and effect. E. The above procedure is subject to the current procedure for revocation as established by the Board. SECTION 11. FORECLOSURE, RECEIVERSHIP AND ABANDONMENT. 11.01 Foreclosure. Upon the foreclosure or other judicial sale of all or part of the System, Grantee shall notify Grantor of such fact and such notification shall be treated as a notification that a change in control of Grantee has taken place, - 67 - 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. 11.02 Receivership. Grantor shall have the right to cancel this Franchise one hundred twenty (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 one hundred twenty (120) days, or unless; A. Within one hundred twenty (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 thereunder; and, B. Such receiver or trustee, within said one hundred twenty (120) days, shall have executed an agreement, 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. 11.03 Abandonment. Grantee may not abandon any portion of the System without having given three (3) months prior written notice to Grantor and the Board. Further, Grantee may not abandon any portion of the System without compensating Grantor for damages resulting from abandonment shall be reasonably determined by Grantor. 68 - i SECTION 12. SALE AND CHANGE OF CONTROL OF FRANCHISE. 12.01 Sale of Franchise. All of the rights and privileges and all the obligations, duties and liabilities created by this Franchise shall pass to and be binding upon the successors of the Cities and the successors and assigns of the Grantee; and the same shall not be assigned or transferred without the written approval of the Grantor hereunder, which approval shall not be withheld without a showing of good cause, provided, however, that this section shall nt prevent the assignment or pledge of the Franchise by Grantee as security for debt without such approva; and provided further that transfers or assignments of this Franchise between any parent and subsidiary corporation or between entities of which at least fifty -one percent (51 %) of the beneficial ownership is held by Grantee or any parent corporation ! sha >ll be permitted without the prior approval of the Grantor. Any of either the Franchise or a controlling interest in the stock of the Grantee shall be subject to Chapter 12 of the Board's rules. 12.02 Right of First Refusal. In the event Grantee desires to sell either the Franchise or a controlling interest in the stock of the Grantee (the "Shares ") the Grantee shall give to the 69 - Grantor written notice of its intention to make such disposition indicating that it has a bona fide offer for the purchase of either the Franchise or the Shares as the case may be, stating either the Shares or the Franchise to be sold, the name and address of the persons or entity desiring to purchase such Shares or the Franchise and the sales price and terms of payment of such sale. 1. The Shares or Franchise offered to be sold shall be subject to the right of purchase on the part of the Grantor, which right shall be exercised, if at all, within 90 days of receiving the aforementioned notice from the Grantee, and upon the terms and conditions set forth in the aforesaid offer of purchase. 2. .If the Grantor fails to elect to give notice to purchase the Shares or the Franchise upon the same terms as the third -party offer, within said 90 -day period, the Grantee shall be free to dispose of the Shares or the Franchise so offered, to the person, persons or entity named in the aforesaid offer of purchase, at the price and upon the terms and conditions set forth in such offer. 3. In the event the aforsaid offer of purchase provides the the purchase price is to be paid with something other than money, then the parties 70 - hereto shall use their best efforts to reach an agreement as to an equivalent in monetary terms, which shall constitute the purchase price to be paid by the Grantor to purchase the Shares or Franchise being offered for sale. If such an agreement cannot be reached, such value shall be determined by an appraiser (who shall be paid equally by the Grantee and the Grantor) agreed upon by the Grantee and the Grantor or, if they cannot agree upon an appraiser, by three appraisers, one of whom shall be chosen and paid by the Grantee, one of who shall be chosen and paid by the Grantor and the third of whom shall be paid equally by the Grantee and the Grantor shall be chosen by the first two appraisers so chose. The decision of the agreed -upon appraiser, or as the case may be, a majority of the three appraisers, shall be final and binding upon all parties. In the event an appraisal is required pursuant to this paragraph 12.02B(3), all time periods specified in this Section 12.02B shall be extended by the time required for such appraisal. 12.03 Purchase by Grantor Upon Termination of Term or, Revocation of Franchise. A. The Grantor may, in lawful manner and upon the payment of a fair valuation lawfully ascertain, purchase, condemn, acquire, take over and hold the property and plant 71 - of the Grantee in whole or in part in the following circumstances: 1. If such purchase or taking over be at the expiration of the Franchise, such valuation shall be at fair market value, including both tangible and intangible assets. 2. In the event Grantor shall terminate the Franchise, it shall reimburse Grantee for the fair market value of the System, exclusive of the value attributed to the Franchise itself. SECTION 13. RIGHTS OF INDIVIDUALS PROTECTED. 13.01 Discriminatory Practices Prohibited. Grantee shall not deny service, deny access, or otherwise discriminate against subscribers, programmers or general citizens on the basis of race, color, religion, national origin, sex or age. Grantee shall strictly adhere to the equal employment opportunity requirements of the Board as expressed in 4 MCAR Sec. 4.108 and of the Federal Government, as expressed in 47 CFR Sec. 76.13(a) (8) and Sec. 76.311. Grantee shall comply at all times with all other applicable, federal, state and city laws, and all executive and administrative orders relating to non - discrimination. 13.02 Cable Tapping Prohibited. Unless ordered by a court neither Grantee nor any other person, agency or entity shall tap, or arrange for the tapping, of any cable, line, signal input device or subscriber outlet or receiver for any purpose whatsoever. j 72 13.03 Privacy and Other Human Rights. Grantee and Grantor shall maintain constant vigilance with regard to possible abusers of the right of privacy or other human rights of any subscriber, programmer or general citizen resulting from any device or signal associated with the System. Grantee shall not place in any private residence any equipment capable of two -way communications without the written consent of the residents, and will not utilize the two -way communications capability of the System for unauthorized subscriber surveillance of any kind. A. No signals of a Class IV cable communications channel may be transmitted from a subscriber terminal for purposes of monitoring individual viewing patters or practices without the. express written permission of the subscriber. The request for such permission shall be contained in a separate document with a prominent statement that the subscriber is authorizing the permission in full knowledge of its provisions. Such written permission shall be for a limited period of time not to exceed one (1) year which shall be renewed at the option of the subscriber. No penalty shall be invoked for a subscriber's failure to provide or renew such authorization. The authorization shall be recoverable at any time by the subscriber without penalty of any kind whatsoever. Such permission shall be required for each type or classification of Class IV cable communications activity planned for the purpose of monitoring individual view patterns or practices. 73 - B. No information or data obtained by monitoring transmission of a signal from a subscriber terminal, or any other means, including but not limited to, lists of the names and addresses of such subscribers or any lists that identify the viewing habits of subscribers shall be sold or otherwise made available to any party other than to the Grantee and its employees for internal business use, and also to the subscriber subject of that information, unless the Grantee has received specific written authorization from the subscriber to make such data available. C. Written permission from the subscriber shall not be required for the system conducting system -wide or individually addressed electronic sweeps for the purpose of verifying System integrity or monitoring for the purpose of billing. Confidentiality of such information shall be subject to the provision set forth in paragraph B of this section. D. For the purpose of this provision, a Class IV cable communications channel means a signaling path provided by the System to transmit signals of any type from a subscriber terminal to another point in the communications system. 13.04 Permission of Property Owner Recuired. No cable, line, wire, amplifier, converter or other price of equipment owned by Grantee shall be installed by Grantee without first securing the written permission of the owner of any property involved. If such permission is later revoked, whether by the 74 - original or a subsequent owner, Grantee shall remove forthwith any of its equipment which is both visible and movable and promptly restore the property to its original condition. 13.05 Penalty for Failure to Complv with Section 13. Provisions. In addition to such penalties provided by all other applicable federal, state and city laws, failure to comply with Section 13 provisions will subject Grantee to penalty provided in Section 9.03, Subdivision C of this Franchise. SECTION 14. MISCELLANEOUS PROVISIONS. 14.01 Compliance with Laws. Grantee shall comply with all state laws and rules regarding cable communications not later than one year after they become effective, unless otherwise stated. Grantee shall comply with all federal laws and regulations regarding cable communications as they become effective. Grantee shall also comply with all member city ordinances, resolutions, rules and regulations heretofore or hereafter adopted or established during the entire term of the Franchise not in conflict with or contrary to the terms of this Franchise. 14.02 .Amendment of Franchise and Variance. A. Amendment of Franchise Ordinance. After published notice, public hearing and deliberations of Grantor, this Franchise may be amended upon a two - thirds (2/3) vote of the Grantor and the written consent of Grantee. B. Variance Applications and Procedure. 75 - 1. Variance applications made by the Grantor or Grantee and, except as provided under 2 of this section, shall be heard as follows: a. The requested variance is a minor deviation from this Franchise and is consistent with this Franchise in the sole judgment of the Grantor. b. Application of the provisions of the Franchise would result in a hardship to the applicant and to grant a variance would not be detrimental to other affected parties. C. Due to expense or delay, it would be unreasonable to perfect such change by ordinance amendment. d. Undue delay, expense or other adverse results will not occur by approval of the required variance. e. If a variance is because of technical or cost reasons, the variance will result in an equal or better System, in the sole discretion of Grantor. f. Because of technical or other reasons, a variance cannot be granted and further review will be required by Grantor. 2. A variance shall not result in a deviation from the requirements of the Board of FCC or any other rule or law. 76 - 3. A variance application shall be made in accordance with the following procedures: a. Applications shall be filed with Grantor, on a form provided by Grantor. b. Grantor shall review the application within fourteen (14) calendar days. C. Granter shall receive a report of the findings of the Grantor and shall act on a request within thirty (30) days. d. If the variance is not approved by two - thirds (2/3) of the Grantor, the variance shall be deemed denied. 14.03 Franchise Extension. A. Grantee and Grantor mutually agree to begin a period of renegotiation of the Franchise not less than one year before the end of the Franchise term. Notwithstanding, the foregoing, Grantee may apply for extension of this Franchise by making application to do so not later than twelve (12) months prior to the expiration of this Franchise or its renewal term on forms .provided by Grantor, and as authorized by Grantor. B. Grantee may be approved, and this Franchise or modification to it may be extended by Grantor in accordance with the then - existing rule of the Federal Government, FCC, the Board, State Government, the Grantor, and all other applicable laws, ordinances, rules or regulations. 77 - C. Nothing in this Franchise shall be construed to require extension of this Franchise. Upon expiration of the Franchise, Grantor shall have the right, at its election, to extend the Franchise; invite additional Franchise applications or proposals; terminate the Franchise without further action; or purchase System from Grantee. Grantee shall make it a condition of each contract entered into by it that Grantor shall have the right to exercise these option. D. Grantor shall conduct an investigation and evaluation of the Grantee and the System and the proposal. This investigation and evaluation shall be completed by Grantor within six (6) months after receipt of the application and determination by Grantor of its completeness. E. Renewal or extension of this Franchise may not be for more than fifteen (15) years, unless otherwise permitted by federal or state law. 14.04 Continuity of Service Mandatory. It shall be the right of all subscribers to receive all available services insofar as their financial and other obligations to the Grantee are honored. In the event that the Grantee elects to overbuild, rebuild, modify or sell the System, or the Grantor revokes or fails to renew the Franchise, Grantee shall do everything in its power to nsure that all subscribers receive continuous, uninterrupted service regardless of the circumstances during the lifetime of the Franchise. In the event of purchase by the 78 - Grantor, or a change of Grantee, the current Grantee shall cooperate with Grantor to operate the System for a temporary period, in maintaining continuity of service to all subscribers. 14.05 Removal After Termination or Revocation. A. Upon revocation or termination of the Franchise as herein provided, Grantor shall have the right to require Grantee to remove, at Grantee's expense, all or any portion of the System from all streets and public property within the Cities. However, this provision shall not apply for buried cable which may not be removed. In so removing the System, Grantee shall refill and compact at its own expense, any excavation that shall be made by it and shall leave all streets and public property in as good a condition as that prevailing prior to Grantee's removal of the System, and without affecting, altering or disturbing in any way electric, telephone or other utility, cables, wires or attachments. Grantor, or its delegation, shall have the right to inspect and approve the condition of such streets and public property after removal. The Security Fund, Bonds, Insurance, Indemnity and Penalty provisions of this Franchise shall remain in full force and effect during the entire term of removal. B. Subject to the payment requirements set forth in Paragraph 12.03 herein, if, in the reasonable discretion of Grantor, Grantee has failed to commence removal of System, or such part thereof as was designated by City, within thirty (30) days after written notice of Grantor's demand 79 - for removal is given, Grantor shall have the right to exercise one of the following options: 1) Declare all right, title and interest to the System.to be in the Cities 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 Grantor shall designate, to be removed at no cost to Grantor. The cost of said removal shall be recoverable from the Security Fund, 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 designed by Grantor for removal shall become the property of Grantor, subject to Paragraph 12.03 herein. 14.06 Work Performed by Others. A. Grantee shall give notice to Grantor 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 sub - contractor or others performing any work or services pursuant to the provisions of this Franchise. 80 - 14.07 Duty of Grantee. 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. 14.08 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 ninety (90) day( unsecured loans to commercial borrowers of the highest creditf rating. 14.09 Applicable Law and Court Decisions; Severability. A. Grantee shall, at all times, conform with all laws, ordinances and regulations of federal, state and city government. B. If any law, ordinance or regulation shall require or permit Grantee to perform any act or shall prohibit Grantee form performing any act which may be in conflict with the terms of this Franchise, then as soon as possible following knowledge thereof, Grantee shall notify Grantor of the point of conflict believed to exist between such law, ordinance or regulation. If the Grantor determines that a material provision of the Franchise is affected by such law, ordinance or regulation, the Grantor and Grantee shall enter into good faith negotiations_ to modify the Franchise to conform with such requirements; and, - in the event Grantee 81 - shall fail to so negotiate within a reasonable time, the Grantor shall have the option to terminate the Franchise. C. If any term, condition or provision of this Franchise or the application thereof to any person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof and the application of such term, condition or provision to persons or circumstances other than those as to how 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 other respects, continue to be effective and to be complied with. 14.10 Nonenforcement by Grantor. Grantee shall not be relieved of its obligations to comply with any of the provisions of this Franchise by reason of any failure of Grantor to enforce prompt compliance. 14.11 Court Decisions and Severability. In the event any material provision of this Franchise is held by a Court of Law to be invalid or preempted by federal or state laws, rules or regulations, the Grantor and Grantee shall enter into good faith negotiations to modify the Franchise to .conform with such requirements; and, in the event Grantee shall fail to so negotiate within a reasonable time, the Grantor shall have the option to terminate this Franchise. 14.12 Administration of Franchise. The Chairman of the Central St. Croix Valley Joint Powers Commission or his or her _ r 82 - designate shall be responsible for the continued administration of this Franchise. 14.13 General Provision on Rights and Remedies. A. All rights and remedies given to Grantor by this Franchise shall be in addition to and cumulative with any and all other rights or remedies, existing or implied, now or hereafter available to Grantor, 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 Grantor, 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 Grantor in the exercise of any right or remedy shall impair any such right or remedy, nor shall any such delay or omission be construed to be a waiver of or acquiescence to any default. The exercise of any such right or remedy by Grantor shall not release Grantee from its obligations or any liability under this Franchise. B. In addition to all other remedies granted or available to Grantor, Grantor 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. 83 - C. To the extent any provision of the Offering or rules of the Board are not specifically set out in this Franchise or not validly incorporated herein by reference, Grantor 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 Franchise 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. D. Grantee agrees that it will not, at any time, set up against Grantor in any claim or proceeding, any condition or term of this Franchise as unreasonable, arbitrary, void or that Grantor had not 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, to the extent that they do not violate federal, state, or local law. E. Grantor 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. Any delegation by Grantor shall be effective upon written notice by Grantor of Grantor's delegation, Grantee shall be bound by all terms and conditions of the delegation not in conflict with this Franchise. Any such delegation, revocation or redelegation, no matter how often - 84 - i made, shall not be deemed an amendment to this Franchise or require any consent of Grantee. 14.14 Damaqe to System by Others. Nothing contained in this Franchise shall relieve any person from any liability arising out of that person's failure to exercise reasonable care in avoiding injury to the System 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. SECTION 15. EFFECTIVE DATE: PUBLICATION: ACCEPTANCE: GUARANTEE; EXHIBITS. 15.01 Publication; Effective Date. This Franchise shall be,,-signed by the Chairman of the Grantor and attested by the Secretary of Grantor. This Franchise shall take effect upon passage and publication according to law. This Franchise may incorporate by reference, without publication in full, a statutue of Minnesota or a rule of the Board or the FCC and the Offering of Grantee. In the event that a Certificate of Confirmation of this Franchise is not granted by the Board and if such Certificate is required by law, this Franchise shall be deemed null and void and shall have no binding effect and Grantee will be entitled to no rights or obligations pursuant to this Franchise. 15.02 Publication of Notices. All public notices required to be published by Grantor shall be published in the official newspaper of each member City. Grantee shall pay the costs of such publication required by law. - 85 - 15.03 Time of Acceptance; Guaranty; Incorporation of Offering; Exhibits. A. Grantee shall have thirty (30) days from effective date of this Franchise to accept this Franchise in form and substance acceptable to Grantor, unless the time for acceptance is extended by Grantor. Acceptance must occur prior to issuance of a Certificate of Confirmation by Board. 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, to the extent available, set forth in the Offering to provide cable communication service within the Cable Service Territory and, by its acceptance of this Franchise, Grantee specifically agrees that the Offering of Grantee, including all promises, offers, representations and inducements contained therein, is specifically incorporated by reference and made part of this Franchise; provided, however, that in the event any term contained in the Offering is contrary to or inconsistent with this Franchise, the terms of this Franchise shall control and supersede those contained in the Offering. The failure to refer to the Offering in any specific provisions of this Franchise shall not be a limitation on the obligation of'Grantee to fully comply with the Offering. Grantee further acknowledges that all promises, offers, representations and inducements contained in the Offering of Grantee were freely and voluntarily made to Grantor by Grantee. 86 - C. The Offering shall be permanently kept and filed in the Office of the City Clerk of each member City and in the office of the Secretary of the Grantor, and the originals or reproductions thereof shall be available for inspection by the public during normal business hours. Also, the Grantee may summarize the Offering in a manner acceptable to Grantor or reproduce the entire Offering in a manner acceptable to Grantor or reproduce the entire Offering, and shall have either at the following locations in the following quantities: 1. Office of the City Clerks of Each City - 1 copy each; 2. Public Library - 1 copy each of Bayport and Stillwater;' 3. Local Office of Grantee - 1 copy; fi 4. Office of School District in City of Stillwater - 1 copy. D. Grantee shall have continuing responsibility for this Franchise, and since the Grantee is a subsidiary of a parent corporation, the parent corporation shall execute the attached guaranty (Exhibit II), and the Grantor shall deliver the executed Guaranty to the Grantor at time of, and as part of, acceptance of this Franchise. E. Grantee also shall deliver to Grantor an opinion from its legal counsel, acceptable to Grantor, stating that this Franchise has been duly accepted by Grantee, that the guarantees have been duly executed and delivered, that this - 87 - 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 Grantor. Grantor's legal counsel shall deliver to Grantee an opinion from its legal counsel, acceptable to Grantee, that this Franchise has been duly accepted by Grantor, and that this Agreement is enforceable in accordance with its terms against the Grantor and the Cities, and which opinion shall otherwise be in form and substance acceptable to Grantee. F. Grantee also shall deliver to Grantor 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. G. Each exhibit is a part of this Franchise and each is specifically incorporated herein by reference. The exhibits are as follows: Exhibit I - A Cable Communications Franchise. Proposal for the Cities of Bayport, Oak Park Heights and Stillwater, Minnesota, submitted by Washington County Cable TV Company, Inc., a subsidiary of Telephone and Data Systems, Inc.,on December 1, 1982. Exhibit II - Guarantee of Telephone and Data Systems, Inc. G 88 - CENTRAL ST. CROIX VALLEY JOINT CABLE COMMUNICATIONS COMISSION ACC_ ED t is �� of �i� 1983. WASaGTO UNTY CABLE TV COMPA 89 - EXHIBIT II G 5AR.ANTY GUARANTY, by and between TELEPHONE and DATA SYSTEMS, INC. ( "TDS ") , an Iowa corporation, headquartered at 79 West Monroe Street, Chicago, Illinois 60603, and the Central St. Croix Valley Joint Cable Communication Commission ( "Cable Commission "): WHEREAS, TDS owns eighty -five percent (85 %) of the stock of Washington County Cable TV Company ( "Washington Cable "), a Minnesota corporation, which has applied to build and operate a cable communication system ( "System ") in the Cities of Bayport, Oak Park Heights and Stillwater, Minnesota; and WHEREAS, the Cable Commission is willing to grant Washington Cable a non - exclusive franchise to build and operate the aforementioned system, only if TDS guarantees the performance specified herein; NOW THEREFORE, in consideration of the premises and of the mutual covenants and understandings contained herein, the parties hereto agree as follows: FINANCING SYSTEM CONSTRUCTION 1. TDS will make available, through its corporate lines of credit, if needed, up to Two Million Eight- Hundred and Seventeen Thousand Dollars ($2,817,000.00) to construct the initial service area of the System. It is understood that Washington Cable is free to select whatever type of financing it deems most beneficial and that the instant financing guarantee is available as needed. SYSTEM CONSTRUCTION AND SERVICES 2. TDS guarantees that Washington Cable will construct the System in accordance with: (1) Washington Cable's Offering and (2) the Cable Commission's Franchise Ordinance. TDS guarantees that Washington Cable will construct and make operational a system which is in full conformance with the above - referenced documents. TERMS OF GUARANTY 3. This Guaranty shall continue until such time as Washington Cable completes construction of the initial service area. TDS shall be released from this Guaranty upon its submission of a certification that construction of the initial service area is completed, and that there are no unresolved construction claims by the Cable Commission against Washington Cable. This Guaranty is irrevocable. No notice of any indebtedness heretofore or hereafter contracted or acquired by Washington Cable need be given to TDS. This Guaranty will be governed and interpreted by the laws of the State of Minnesota. MODIFICATIONS 4. The Grantor shall not enter into any alteration or modification of the Franchise which would in any way increase the extent of TDS' obligations hereunder, or which would make performance by Washington Cable more difficult, without first obtaining the written consent of TDS. i -2- BENEFIT 5. This Guaranty shall inure to the benefit of the Cable Commission, its successors and assigns and shall be binding upon TDS and its successors. COUNTERPART SIGNATURES 6. This Guaranty may be executed by the parties in any number of counterparts and each executed copy shall be an original for all purposes without accounting for the other copies. ENTIRE GUARANTY 7. This Guaranty embodies the entire understanding between the parties and there are no other agreements, representations, warranties, or understandings, oral or written between them with respect to the subject matter hereof. No alteration, modification or change in this Guaranty shall be valid unless by like written instrument. TELEPHONE AND DATA SYSTEMS, INC. By: XTDS4 /A -3- i 1007H 5T. N. O N STILL WATE YAT43� r I ' a '* -- - w V z 100TH 5T. N. T p P Ioo7H sT. H " � q f % Q1 f s c � W W I o w W I a o Q o w I r 1 O L" OTCIIIPWE CT N. Z I �• U �Q. ;94TH ST. N —17 — _ _ — o -16 F- _ _ __ I _ _ . —_ _— IS — Wi 94 TH ST. N. o w c A Z o r W I 5-A, A 1 93RD 51 N. u 7 ry L FALLS DELLtyp tD 2 9oTH ST. yo Lakes N ' 96 N I I s °D STILLWATER —� ,Tr E. HAZEL ST eliN ST. N. 19 I o f �' Q A I (TWILL(« Si. 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J 1 I END °i AVE ]RD IVi i tl m t lL r t �cW A �tN y GO -RD. 14 47TH Sr. •IS, F A NE. � O I CE 'It t McDonald Lake DO y z 1 O I SsT «,; plc s' —. 7 ____ —_ _ __ x — 45TH 5T. N. r , -- — — W — , O — — 10 — _ j? " ,r D A,, N S. = i > I 0 0 ^ N< ;I I /o 1 1 I r %A O (, I A ( AT" AYE 5 O 1/) z I I °Er JO N z O > I - TI o� F CO. RD. 14 40TIl ST. N. 0 Z I I EC, Q IANE AVE w I x o � > I � z 1 ° � 9S L7 I Z I z U j Z � W I Q I I 1 z — 1 - - -- - - -_1S_ 4 J _ __ __ -.i7 35TH ST. N. w __ _ _ I Q I I K W O � LAKE ELMO z z X Q x ` I AIRPORT N x O I i I = ^ l _ 30TH ST. N. 30TH ST. N. #� Cross checked area excluded - vacant Stillwater Township area. i i � a� ,�� i -� i �� �� � �/ z �/� 1 r CmIX Val IN JO�rI� �� &fnmuj l tiu-mber �ssl�n ��,�pp -k� t� Cable �r�ch��se ORDINANCE 94-1 -1 AN ORDINANCE GOVERNING THE PROCEDURES AND STANDARDS FOR THE RBGULATON OF CABLE TELEVISION RATES PURSUANT TO THE RULES OF THE FEDERAL CONMWCATIONS COMMISSION AND THE CABLE TELEVISION CONSUMER PROTECTION AND COMPETITION ACT OF 1992 The Central Saint Croix Valley Joint Cable Communications Commission ordains as follows: SECTION I. Backqround and Purpose A. On the 11th day of August , 19 83 , the Central Saint Croix Valley Joint Cable Communications Commission ( "Commission ") passed and adopted Ordinance No. 2 granting to Washinqton County Cable Television ( "Grantee ") the nonexclusive right to construct, own, and operate a cable television system in the Cities of Stillwater, Oak Park Heights and Bayport, and the Townships of Stillwater and Baytown in the State of Minnesota. The present Grantee is Kinq Videocable Company - Minnesota B. The Cable Television Consumer Protection and Competition Act of 1992 ( "1992 Cable Act ") was enacted on October 5, 1992, and became effective on December 4, 1992. The 1992 Cable Act amends the Cable Communications Policy Act of 1984 and, in particular, Section 623 (47 U.S.C. 543) governing the regulation of rates charged by cable television operators. C. On April 1, 1993, the Federal Communications Commission ( "FCC ") adopted rate regulations pursuant to the 1992 Cable Act. These FCC rate regulations were released May 3, 1993, and became effective September 1, 1993. D. Pursuant to 47 C.F.R. Part 76.900, Subpart N, Section 76.910, on the 30th day of September , 1993, the Commission submitted FCC Form 328 -- Certification for Local Franchising Authorities - -to the FCC via Registered Mail, Return Receipt Requested. Pursuant to Section 76.910, the date on the return receipt, October 6 , 1993, is to be considered the date filed. A copy of FCC Form 328 was also served on Grantee on September 30 , 1993, the same day it was filed with the FCC. E. Pursuant to Section 76.910, the Commission's certification becomes effective 30 days after the date filed. F. In adopting this Ordinance, the Commission reviewed applicable FCC regulations governing the basic service tier and provided a reasonable opportunity for consideration of the views of interested parties. G. This Ordinance will govern the procedures to be undertaken by the Commission for the regulation of Grantee's cable television rates pursuant to the 1992 Cable Act and the regulations of the FCC. A SECTION 2. Full Regulatory Power Reserved. All rates and charges for basic cable service and any other cable programming services, as as defined by the 1992 Cable Act and applicable FCC regulations, shall, to the extent permissible, be subject to regulation by the j Commission in a manner provided by this Ordinance. This Ordinance shall apply to all cable television system operators in the Cities of Stillwater, Oak Park Heights, and Bayport, and the the Townships of Stillwater and Baytown in the State of Minnesota. The Grantee and /or any other operator of a cable television system operating in the Cities of Stillwater, Oak Park Heights, and Bayport, and in the Townships of Stillwater and Baytown in the State of Minnesota shall be subject to the rate regulation provisions provided for herein, and those of the FCC at 47 C.F.R., Part 76.900, Subpart N. The Commission reserves the right to amend this Ordinance from time to time consistent with the requirements of the FCC, and state and federal law. SECTION 3. PROCEDURES For Implementinq Requlation of Basic Cable Service. A. The Commission hereby adopts and shall follow the rules relating to cable rate regulation promulgated by the FCC at 47 C.F.R., Part 76.900, Subpart N. B. Upon adoption of this Ordinance, the Commission Chairperson will send to Grantee and each operator of a cable television system in the Cities of Stillwater, Oak Park Heights and Bayport, and the Townships of Stillwater and Baytown in the State of Minnesota, via Certified Mail, Return Receipt Requested, a written notice, which shall include a copy of this Ordinance and the completed FCC Form 328. C. Within thirty (30) days after receipt of the notice referenced in Section 3.B, Grantee and any other cable television operator shall have thirty (30) days to respond with rate and benchmark information utilizing FCC Form 393- - Determination of Maximum Initial Permitted Rates For Regulated Cable Services and Actual Cost of Equipment. 1. If the initial rates and /or any subsequent rate increases are within the FCC standards, the rates will be effective thirty (30) days after submission. 2. If the Commission is unable to determine whether the rate in issue is within the FCC's standards, based on the material before it, or if the Grantee or any other cable operator has submitted a cost -of- service showing seeking to justify a rate above the FCC's reasonable rate level, the Commission may take an additional period of time to make a final determination and toll the effective date of the proposed rates for a commensurate period. -2- s i a. The Commission may take an additional 90 days if it needs more time to ensure that a rate is within the FCC's rate standards. b. The Commission may take an additional 150 days to evaluate a cost -of- service showing seeking to justify a rate above the reasonable rate level. c. The Commission must issue a brief written decision regarding its invocation of the additional time period. 3. If no action is taken within the above referenced time periods, the proposed rates will go into effect, subject to subsequent refund orders if the Commission later issues a decision disapproving any portion of the proposed rates. 4. In all cases, the Commission will issue a written decision to approve the rate schedule, disapprove the rate schedule or continue to review. 5. If rates are in excess of the FCC's standards, the rates may be reduced by the Commission pursuant to applicable FCC regulations. D. After the initial rate schedule procedures are followed, as described in this Section, Grantee and /or any other cable operator shall, in conjunction with each change in the rates and charges applicable to basic cable service, conform to the standards of the FCC. Before any rate change is effective, Grantee and /or any other cable operator shall notify the Commission thirty (30) days advance written notice before the change is effective and by providing the Commission with its rates and applicable information pursuant to FCC regulations. E. To the extent specifically permitted by federal law and applicable FCC rules, Grantee and /or any other cable operator shall be permitted to appeal to the FCC for a review of the decision of the Commission. SECTION 4. Consultant and Costs. A. The Commission may utilize a rate consultant to advise it on proposed rate changes and to assist it in the procedures and the standards for review adopted by the FCC. A rate consultant may be any person who has sufficient background and experience, in the sole opinion of the Commission, to properly evaluate and analyze rates and charges. B. All costs for the review of initial rates or rate changes shall be paid by the cable operator upon demand of the -3- i.- Commission, unless contrary to applicable rules of the FCC el governing these procedures or unless otherwise specifically pecifically preempted by state or federal law. The costs shall include, but not be limited to, rate consultants, attorney's fees and the reasonable value of services (as determined by the Commission) rendered by the Commission or any Commission employees, agents or representatives of the Commission. SECTION 5. Application of the Requirements in this Ordinance. The requirements described in this Ordinance are applicable to the Grantee and all operators of cable television systems within the Cities of Stillwater, Oak Park heights, and Bayport, and the Townships of Stillwater and Baytown in the State of Minnesota subject to rate regulation according to the 1992 Cable Act and applicable FCC rules. PASSED AND ADOPTED THIS 19th DAY OF January 1993. Ann M. Bodlovick, Chairperson ATTEST t 0 Larry Heting, nSecre -4- i CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION i RESOLUTION NO. 92 -12 -17 WHEREAS, the Central Saint Croix Valley Joint Cable Communications Commission (hereinafter the Commission) granted a variance on October 18, 1989, to King Videocable Company - Minnesota, allowing an extension to September 30th (90 days after the ending of King Videocable Company's fiscal year on June 30th) to submit annual reports required under Sections 8.03 and 8.04 of Cable Communications Franchise Ordinance Number Two (hereinafter Franchise); and WHEREAS, Colony Communications, Inc., a Rhode Island corporation, a wholly owned cable television subsidiary of the Providence Journal Company, currently managing King Videocable Company and its subsidiaries, including King Videocable Company - Minnesota, has a fiscal year beginning January 1 and ending on December 31; NOW, THEREFORE, the Commission resolves, as follows: I. The above - referenced variance granted to King Videocable Company - Minnesota on October 18, 1989, is hereby,declared to be null and void. 2. The terms and requirements set forth in Sections 8.03 and 8.04 of the Franchise shall persist. Passed and adopted this 16th day of December 1992. FOR THE: CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION Ann M. Bodlovick, Chairperson ATTEST: �ack Doerr, Secretary MGR : mr 12 -16 -92 TWO ORDINANCE NO. r ' AMENDMENT TO ORDINANCE NO. Tw o 6 , THE CABLE COMMUNICATIONS FRANCHISE ORDINANCE OF CITIES COMPRISING THE CENTRAL ST. CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION; AMENDMENT RESULTING FROM TRANSFER OF CONTROL OF THE CABLE SYSTEM SERVING CITIES COMPRISING THE CENTRAL ST. CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION. THE CENTRAL ST. CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION ORDAINS THAT THE CENTRAL ST. CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION CABLE COMMUNICATIONS FRANCHISE ORDINANCE BE AMENDED. 1. Section 3.18 of the Central St. Croix Valley Joint Cable Communications Ordinance is amended by adding the following sentence to the end of the definition: Kinq Videocable ComDanv- Minnesota's Application for Transfer of Control of Kina Videocable Company- Minnesota, dated September 3. 1991, as submitted to the City of Hastings, Minnesota, is hereby incorporated by reference into the offerinq. 2. Section 9.06A of the Central St. Croix Valley Joint Cable Communications Ordinance is amended by adding the following sentences to the end of paragraph A: Grantee shall hold harmless the Community Access Corporation created by the Grantor pursuant to Section 8.14 hereof for all damages and penalties arising out of copvriaht infringement or defamation by access users. However, it is understood that excluded from the above -noted hold- harmless provision are acts of copvriaht infringement or defamation in which the Access Corporation itself may engaae and any claims caused by the Community Access Corporation's neqliqence, misconduct, or other fault, or the Communitv Access Corporation's exercise of editorial control over access vroarammina. 3. The modification to the Central St. Croix Valley Joint Cable Communications Commission Franchise Ordinance set forth herein shall amend and supersede any and all other sections of the Franchise which are inconsistent herewith. 4. Upon the effective date of this Amendment, Grantee shall provide the Commission with an acceptance of the Franchise and these amendments, subject to its rights under applicable state and federal law. 5. This Amendment will be effective in accordance with the provisions of Section 15.03 of the Franchise, including payment of the costs of Commission, and provided further that Grantee has complied with all of the conditions and requirements of the Resolution approving the sale and transfer of the cable communications system to Grantee and within the time period provided in said Resolution. 6. This Amendment shall be in full force and effect upon adoption and publication and closing of the transfer of control of King Videocable Company - Minnesota. Passed and adopted by the Commission this (�,O day of Moaam bef 1991. ATTEST:; B !l� i c - �'SC' / By wry Chairperson TAEA i V A E)� ACCEPTANCE This Ordinance is accepted and we agree to be bound by the terms and conditions contained herein. KING VIDEOCABLE COMPANY - MINNESOTA By ` 356Z140 -2- CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION, VARIANCE TO CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBER TWO Upon the request of King Videocable Company - Minnesota, and under the provisions of Cable Communications Franchise Number Two; Section 14.02B; 1., 2. and 3., the Central Saint Croix Valley Joint Cable Communications Commission hereby grants to King Videocable Company - Minnesota variance from the ordinance requirements set forth, as follows: Section 8.03 Annual Reports A. Grantee shall file with Grantor on or before March 31, 1985, and for each year thereafter, the following: I. A financial statement prepared by an independent certified public accountant, showing in such detail as acceptable to grantor, the gross operating revenues of Grantee for the preceding fiscal year. 2. Current list of names and addresses of each officer, and director and other management personnel, as well as each shareholder having stock ownership of three percent (3%) or more. 3. A copy of each document filed with all federal, state and local agencies during the preceding fiscal year and not previously filed with Grantor (each of these filings shall be provided at the time the filing is made.) 4. A statement of its current billing practices. 5. A curent copy of its access rules. 6. A current copy of its subscriber service contract. 7. Any other information that shall be reasonably requested by the Grantor. Section 8.04 Monitoring and Compliance Reports No later than April 15th of each year, Grantee shall provide a written report of the FCC performance tests for the home subscriber network required in Part 76, Section 76.601 of FCC Rules and Regulations. In addition, Grantee shall provide for Grantor, in accordance with Section 5.13, reports of the FCC proof of performance tests and compliance procedures established by this Franchise, no later than ten (10) days after the completion of each series of tests. (continued) Variance Cable Communications Franchise No. Two Page Two THE CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION AT ITS MEETING ON SEPTEMBER 20, 1989, VOTED TO DRAFT A FORMAL VARIANCE TO CABLE COMMUNICATIONS FRANCHISE ORDINANCE NO. TWO RELATIVE TO THE COMMISSION'S ACTION AT THEIR MAY 17, 1989, MEETING, AT WHICH TIME THEY AGREED TO ALLOW KING VIDEOCABLE COMPANY - MINNESOTA AN EXTENSION TO SEPTEMBER 30th (90 DAYS AFTER THE ENDING OF KING VIDEOCABLE COMPANY'S FISCAL YEAR ON JUNE 30th) TO SUBMIT THE ABOVE- MENTIONED ANNUAL REPORTS. SAID VARIANCE IS HEREBY GRANTED SOLELY TO KING VIDEOCABLE COMPANY - MINNESOTA AND IS NOT TRANSFERABLE. The decision to grant this variance is in the sole discretion of the Central Saint Croix Valley Joint Cable Communications Commission. In the event of conflicts or discrepancies between the Offering of the Company and the provisions of the Franchise, the reasonable opinion of the Commission shall prevail. SIGNED THIS f � DAY OF 1989, FOR THE: CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATI NS / COMMISSION 7 Michael E. Knuts(�n, Chairperson ATTEST: r Beverly H. Schultz, Secretary MGR:mr 10 -4 -89 CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION AMENDMENT TO CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBER TWO I. SECTION 3.12 IS AMENDED AS FOLLOWS: "Grantee" means King Videocable Company - Minnesota, its agents, employees, lawful successors, transferee or assignees. PASSED AND ADOPTED THIS DAY OF ]' 1989. FOR CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUN C�11TI0 COMMISSION ' Michael E. Knutson, Its Chairperson By Jaclyn Ulrich, Its Vice Chairperson By / �G� //J �C Beverly� Schultz, Its` - Secretary This franchise, as amended, is accepted, and we agree to be bound by all its terms and conditions. FOR KING DE CABLE COMPANY MINNESOTA Dated: �U1 Cy 1' � V Title F Title By Title CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION AMENDMENT TO CABLE COMMUNICATIONS FRANCHISE ORDINANCE NUMBER TWO I. SECTION 3.12 IS AMENDED AS FOLLOWS: "Grantee" means Kinq Videocable Company -St. Croix, C- oaxial - A,ssc�c -ist,� -fi7 na+-e d 44 h i-nct: -07n- -C -o u-n t-y- -C-a4;4-e- -T�V - GoTapa -r,-y- its agents, employees, lawful successors, transferee or assignees. 2. SECTION 3.18 IS AMENDED AS FOLLOWS: "Offering of Grantee" or "Offering" shall mean the document dated December 1, 1982, entitled "Offering of Grantee" and signed by Grantee and Grantor, and subsequent written supplements thereto submitted by the Grantee including the supplementary technical information relative to satellite signal reception submitted by the Grantee on May 6, 1983, the Summary of the Cable Communications Franchise Proposal dated March 30, 1983, and the Response to the Preliminary Report Evaluation, and that certain document dated Auqust 29, 1988, entitled "Commission Request For Information and related written information and documentation in response to the "Commission Request For Information" siqned by Grantee, which documents are on file with Secretary of the Central Saint Croix Valley Joint Cable Communications Commission, and with the Clerk of the Cities of Bayport, Oak Park Heights and Stillwater. 'SASSED AND ADOPTED THIS 21st DAY OF June 1989. FOR CENTRAL SA T/" CR VALLEY JOINT CAk LE U 'ICAT -6NS C MMISSION By Michael E. K u'tson, Its Chairperson By JJc'lyn U ich,/ It Vice Chairperson By Beverly/H. Schultz,' Secretary This franchise, as amended, is accepted, and we agree to be bound by all its terms and conditions. FOR K VIDFOCAB,E COMPANY -ST. CROIX Dated: B t�tc_C Title ` }3y 4t�fwa� P� U Title By Title CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION R E S O L U T I O N NO. 88 -006 APPROVING THE SALE AND TRANSFER OF OWNERSHIP AND CONTROL IN CABLE SYSTEM AND TRANSFER OF CABLE FRANCHISE OF COAXIAL ASSOCIATES OF ST. CROIX LIMITED PARTNERSHIP WHEREAS, Coaxial Associates of St. Croix Limited Partnership (Hereinafter "Coaxial ") owns, operates, and maintains a cable communications system in the member cities of the Central Saint Croix Valley Joint Cable Communications Commission (hereinafter "Commission ") pursuant to the terms and conditions of a Cable Communications Franchise Ordinance, and WHEREAS, the Commission has been delegated the authority and responsibility to adopt, coordinate, administer and enforce the Cable Communications Franchise Ordinance on behalf of its member cities pursuant to the terms of a Joint and Cooperative Agreement; and WHEREAS, Coaxial desires to sell and other transfer substantially all of its property and rights used or useful in connection with the ownership, operation and maintenance of the system to King Videocable Company -St. Croix (hereinafter "King "), a wholly owned subsidiary of King Videocable Company which is a wholly owned subsidiary of King Broadcasting of Seattle, WA, and thereby transfer ownership of Coaxial's interests to King; and WHEREAS, Coaxial has requested the consent from the Commission to a sale of the system and a transfer of the Cable Communications Franchise Ordinance of Coaxial to King; and f WHEREAS, the Commission considered King's technical ability, financial capability, legal qualifications and character in a full public r proceeding after due notice and a reasonable opportunity to be heard; and WHEREAS, the Commission finds no reasonable basis to deny the request for transfer to King as the result of said review, provided that all pertinent documents relating to the sale and the transfer have been provided to the Commission. NOW, THEREFORE, BE IT RESOLVED by the Central Saint Croix Valley Joint Cable Communications Commission; 1. The Commission hereby approves the sale of the system and the transfer of Cable Communications Franchise Ordinance of Coaxial Associates of St. Croix Limited Partnership to King Videocable Company -St. Croix, subject to an actual closing of the transaction pursuant to the terms and conditions as evidenced by the Request for Information and subsequent clarification correspondence provided by King, Coaxial and Commission, to said Commission. (Exhibit I attatched.) 2. Upon closing, King shall promptly notify the Commission in writing of the completion of the sale and the acceptance of the Cable Communications Franchise Ordinance. King shall thereafter possess all of the rights and privileges, and shall be subject to all off the duties, obligations and responsibilities of Coaxial to the Commission created by or related to the Cable Communications Franchise Ordinance and the operation of the cable system from the completion of the sale and acceptance of the Cable Communications Franchise Ordinance. Nothing in this Resolution shall constitute a waiver of either parties' rights. -2- 3. The Commission's approval herein is conditioned upon King and Coaxial reimbursing the Commission for all expenses incurred in and associated with the request for approval and transfer within thirty (30) days of receipt of an invoice from the Commission for said expenses. 4. The Commission expressly does not release Coaxial Associates of St. Croix Limited Partnership, including its partners and officers, from any liability for obligations, occurrances, or activities arising out of the operation of the cable system or the Cable Communications Franchise Ordinance. 5. The Commission hereby waives any right of first refusal to purchase the system or the Franchise, but only as that right of first refusal applies to the request now before the Commission. The above listed resolution was moved by Commissioner Bodlovick , and duly seconded by Commissioner Doerr The following Commissioners voted in the affirmative: Michael E. Knutson Bev Schultz Ann M. Bodlovick Jack Doerr Jaclyn Ulrich Beth Utecht The following Commissioners voted in the negative: NONE Passed and adopted this 16 day of November 1988 ATTEST: i Ann M. Bodlovick, Secretarf Michael E. KrAu'tson, Chairperson Ja Xyn UJ�ich; ice Chairperson -3- r 'A' CENTRAL SAINT CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION AMENDMENT TO ORDINANCE NO. TWO §7.02G. Delete: G. -The- line- extensien- peliey- shall- be -as- set - €girth -in -the Offering - Insert: G. The line extension policy shall be as set forth in the following sections. I. INITIAL SERVICE AREA Cable service shall be provided to any requesting party who resides within the initial service area at the usual installation fees. No person shall be refused service arbitrarily. Unusual circumstances within the initial service area include but are not limited to: a) the distance to the requested connection from the trunk cable exceeds 1,320 cable feet; b) a request for underground service in an area which is not required for underground; or c) there are less than twenty (20) households in the requesting area. Installations made under such unusual circumstances may be made available on the basis of a capital contribution in aid of construction including the cost of labor, material and easements as outlined in subsection six of this provision. 2. EXTENSION OF SERVICE PERMIT AREA - IMMEDIATELY ADJACENT Cable service shall be provided to any requesting party who resides in an extension of service permit area immediately adjacent to ';he initial service area as defined in this Ordinance, at the usual connectic fees. For the purposes of this provision "immediately adjacent" shay] mc:n within 150 feet of existing distribution cable. No person shall be rr- :s service arbitrarily. Unusual circumstances within an Extension of Seriic :)ermit area - immediately adjacent, include but are not limited to: a) the distance to the requested installation is 2 . excess of one hundred and fifty (150) feet from the existing dist: . - anion cable; or b) a request for underground service in an a,-_ ..rtich is not required for underground; or c) the area has a density of less than f.orj (40) households per mile of trunk or distribution cable. Installation made under such unusual c;.rcumstances may be made available on the basis of a capital contribution in «id of construction including the cost labor, material and easements as outlined in subsection six of this provision. 3. EXTENSION OF SERVICE PERMIT AREA - NOT ADJACENT Residents of an extension of service permit area who do not reside immediately adjacent to tile initial franchise area may approach the Joint Cable Commission (Grantor) to request service be provided to their area. Criteria for consideration are: a) there must be a minimum of r. t households per mile of cable plant to reach the area; or b) the extension must be technically feasible; or C) subscribing households must c:�°:`;ribute as outlined in subsection Line Extension Policy page -2- six of this provision, to the cost of construction no later than fourteen (14) days prior to commencement of construction to bring the distribution cable to their area. The Grantor and the Grantee shall mutually agree upon the provision of cable service to a line extension area. 4. PROCEDURE Residents requesting cable service under this section must present their request in the form of a petition to the Joint Cable Commission at least fourteen (14) days preceeding.a regular meeting of the Commission. At its next regular meeting the Commission will ask the Grantee to determine whether the requested line extension is technically feasible. The Grantee has thirty (30) days to determine if the requested line extension is technically feasible, and if feasible, to provide in writing to the Commission and to requesting subscribers, within that same thirty days, the cost to construct the line extension. The timeframe required for receipt of cost estimate may be extended, if necessary, for Grantee to obtain utility make -ready costs. At that time, the extension subscribers have fourteen (14) days to pay the apportioned cost of the extension construction as outlined in subsection six of this provision. The Commission will place the subscribers contribution in aid'of construction in an interest bearing escrow account until the construction is complete. At which time, the Commission must transfer the monies in the escrow account to the Grantee and the interest earned in the escrow account to the extension subscribers. During the twenty -four (24) months following activation of service in area(s) where residents have made capital contribution in aid of construction costs, new subscribers in the service area must pay the same proportional fees as their neighbors paid for the original construction. Such fees shall be collected by Grantee and deposited with Grantor who shall maintain and administer an escrow account containing the funds deposited. At the end of the twenty -four (24) month period following activation of the extension plant, Grantor shall refund all additional fees on deposit plus interest earned in the escrow account to all the current owners of the contributing dwelling units on a pro rata basis. S. CONSTRUCTION SCHEDULE Any request for service in a line extension area shall be provided service within nine (9) months or less from the date of the Grantors request for the line extension service. This schedule may be amended in the event of circumstances beyond the control of Grant, as stated in §7.02E. of this franchise ordinance. For the purposes of this provision, construction shall be deemed complete when the strand and the cable has been extended throughout the line extension area as set forth in the petition and service is available to contributing subscribers. 6. CAPITAL CONTRIBUTION IN AID OF CONSTRUCTION FORMULA Installations made under unu —a l circumstances described in this section may be made available on the basis of a capital contribution in aid of construction including the cost of labor, materials and easements under the following percentages: PERCENTAGE OF CONSTRUCTION COST PAID BY: HOUSEHOLDS SUBSCRIBERS COMPANY (Grantee) 1 - 9 % -0- 10 - 19 80 20 Line Extension Policy Page -3- (Continued) PERCENTAGE OF CONSTRUCTION COST PAID BY: HOUSEHOLDS SUBSCRIBERS COMPANY 20 - 24 50 / 50 25 - 29 40 60 30 - 34 30 70 35 - 39 20 80 7. SERVICE CONTRACT Whenever subsection (c) applies, the Grantee has the option to use a one year service contract for basic service provided that the form and content of the service contract is approved by the Grantor pursuant to §8.08 of this Ordinance. 8. FRANCHISE AREA MAP The map attached as exhibit I delineating the initial service area, immediately adjacent areas, and Extension of Service Permit areas, is incorporated herein and made a part of this Line Extension Policy and the Ordinance. ADOPTED THIS DAY OF w 1987, by the Central Saint Croix Valley Joint Ca Communic Commission, after a public hearing for which the public had ample notice and opportunity to be heard. FOR THE CENTRAL �AINT CROIX VALLEY JOINT CABLE COUNI Ay'ONS COMMISSION M ichael E. Kre'dtson, Its Chairperson ATTEST: , Ann M. Bodlovick, Its Secretary FOR COAXIAL ASSOCIATES OF ST. CROIX LIMITED PARTNERSHIP BY COAXIAL COMMUNICATIONS OF ST. CROIX, INC. qr generaZartner l Rudich side nt 9/16/87 PROPOSED AMENDMENTS OF THE CENTRAL ST. CROIX VALLEY JOINT CABLE COMMUNICATIONS COMMISSION 1. Section 3.12 is amended as follows: "Grantee" means Coaxial Associates of St. Croix Limited Partnership, �lasi3�g- �'.outy -- Gale -emu - Gemgany, its agents, employees, lawful successors, transferee or assignees. 2. Section 3.18 is amended as follows: ,n "Offering of Grantee" or "Offering" shall mean the document dated December 1, 1982, entitled "Offering of Grantee" ,and signed by. Grantee and Grantor, and subsequent written supplements thereto submitted by the Grantee including the supplementary technical information relative to satellite signal reception submitted by the Grantee on May 6, 1983, the Summary of the Cable Communications Franchise Proposal dated March 30, 1983, and the Response to the Preliminary Report Evaluation, and that certain document dated Auqust 21, 1986, entitled "Commission Request For Information" and related written information and documentation in response to the "Commission Request For Information" signed by Grantee,1 which documents are on file with Secretary of the Central St. Croix Valley Joint Cable Communications Commission, and with the Clerk of the Cities of Bayport, Oak Park Heights and Stillwater. 3. Section 9.01 is amended as follows: B. Payments due Grantor under this provision shall be computed at the end of each quarter of the calendar year for that calendar year. Payments shall be due and payable no later than thirty (30) -n-i-nety - -k884 days after the dates listed in the previous sentence. Any adjustment to the actual franchise fee based upon audited financial statements of Grantee for the prior fiscal year shall be reflected in the second quarter payment. Each payment shall be accompanied by a brief report showing the basis for the computation and such other relevant facts as may be required by Grantor. Passed and adopted this day of 1Y7,y e { ; 601imission 0 air By B Commission Secretary 4. This Franchise, as amended, is accepted, and we agree to be bound b y all its terms and conditions. �+ / Dated: Hcec,N `7, ���'7 By Ca,J Ar1ct g( ,--1 DI ��y�x l�w.�s0 lo �Zwsry�' r y ., I kI A