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
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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.
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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
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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.
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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,
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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.
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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.
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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
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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
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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
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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
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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
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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
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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
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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
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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
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more than five hundred (500) nor fewer than one hundred (100)
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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.
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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
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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
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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
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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
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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:
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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)
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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
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- 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.
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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
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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*
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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
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3. Automated Services. These services are
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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
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In addition, priority time on three channels will be
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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.
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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
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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.
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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
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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
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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
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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
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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.
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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.
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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
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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
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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.
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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,
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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.
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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
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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
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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
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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
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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.
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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
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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.
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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.
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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.
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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
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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
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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.
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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
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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
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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.
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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
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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.
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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.
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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
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CmIX Val IN
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�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
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