HomeMy WebLinkAboutCable Franchise Agreement 1999-2014 CENTRAL ST. CROIX VALLEY
JOINT CABLE COMMUNICATIONS COMMISSION
CABLE TELEVISION FRANCHISE
ORDINANCE NO. 7
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Prepared By:
r Thomas D. Creighton, Esq.
Bernick and 'Lifson, P.A.
Suite 1200 The Colonnade
5500 Wayzata Boulevard
Minneapolis, Minnesota 55416 -1270
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TABLE OF CONTENTS
Page
STATEMENT OF INTENT AND PURPOSE ...... ............................... 1
FINDINGS .................................... ..............................1
SECTION 1.
1 SHORT TITLE AND DEFINITIONS ....... ............................... 2
1. Short Title ......................... ..............................2
' 2. Definitions ......................... ..............................2
SECTION 2.
' GRANT OF AUTHORITY AND GENERAL PROVISIONS .................. 4
1. Grant of Franchise ................... ..............................4
2. Nonexclusive Authority .............. ............................... 5
3. Lease or Assignment Prohibited . 5
4. Franchise Term ..................... ..............................5
5. Previous Franchises .................. ..............................5
6. Compliance with An_ plicable Laws. Resolutions and Ordinances ............. 5
7. Rules of Grantee .................... ..............................6
j 8. Territorial Area Involved ............. ............................... 6
9. Written Notice ...................... ..............................7
' SECTION 3.
CONSTRUCTION STANDARDS ......................................... 7
1. Registration. Permits and Construction Codes . ........ . 7
2. Repair of Rights -of -Way and Pronertv .. ............................... 8
3. Conditions on Right- of -Wav Use ...... ............................... 8
4. Undergrounding of Cable . 9
5. Installation of Facilities .............. ............................... 9
6. Safety Requirements ................ ............................... 9
SECTION 4.
' DESIGN PROVISIONS ................... .............................10
I. System Upgrade ..................... .............................10
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' 2. Construction Timetable .............. ............................... 10
3. Interruption of Service 10
4. Technical Standards .................. .............................11
5. EAS Requirements ..... • " • • .. • • ' . • ...................... ...... .
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6. Testing .11
7. Drop Testing and Replacement ....... ............................... 11
8. FCC Reports ....................... .............................11
9. Nonvoice Return Can_ ability 11
10. Lockout Device ..................... .............................12
SECTION 5.
SERVICE PROVISIONS ................ ............................... 12
1. Reaulation of Service Rates .......... ............................... 12
2. Non - Standard Installations . " ' • .. • . , . ' .............................. 12
3. Sales Procedures 12
4. Subscriber Inauiry and Complaint Procedures .......................... 12
5. Subscriber Contracts ............... ............................... 13
6. Refund Policy ....................... .............................13
SECTION 6.
ACCESS CHANNEL(S) PROVISIONS .... ............................... 14
1. Grantor Responsibility ............ ............................... 14
2. Grant .............................. .............................14
3. Modulators ......................... .............................14
4. Transfer of Title ................... ............................... 15
5. PEG Fee ........................... .............................15
6. Resional Channel 6 .................. .............................15
7. State and Federal Law Compliance .... ............................... 15
SECTION 7.
INSTITUTIONAL SERVICE PROVISIONS ............................... 15
SECTION 8.
OPERATION AND ADMINISTRATION PROVISIONS . 22
1. Administration of Franchise ........................................ 22
2. Franchise Fee ..................... ............................... 22
3. Access to Records ................. 22
4. Reports and Maps to be Filed with City 22
5. Periodic Evaluation ................ ............................... 23
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., SECTION 9
GENERAL FINANCIAL AND INSURANCE PROVISIONS . 23
1. Performance Bond ................. ................ . 23
2. Security Fund ....................... .............................24
3. Penalties from Security Fund ......... ............................... 25
4. Procedure .......................... .............................25
5. Indemnification of Grantor and Member Cities .......................... 26
6. Insurance .......................... .............................26
SECTION 10.
SALE, ABANDONMENT, TRANSFER AND REVOCATION OF FRANCHISE
1. Grantor's Right to Revoke . 27
2. Procedures for Revocation ........... ............................... 28
3. Abandonment of Service ............ .............. 28
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4. Removal After Abandonment, Termination or Forfeiture . 28
5. Sale or Transfer of Franchise ......... ............................... 29
SECTION 11.
PROTECTION OF INDIVIDUAL RIGHTS ............................... 30
1. Discriminatory Practices Prohibited ... ............................... 30
2. Subscriber Privacy ................. ............................... 30
SECTION 12.
UNAUTHORIZED CONNECTIONS AND MODIFICATIONS ............... 30
1. Unauthorized Connections or Modifications Prohibited ................... 30
I 2. Removal or Destruction Prohibited ................................... 30
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3. Penalty .30
SECTION 13.
MISCELLANEOUS PROVISIONS ....... ............................... 31
1. Franchise Renewal ................... .............................31
2. Work Performed by Others . 31
3. Amendment of Franchise Ordinance ... ............................... 31
4. Compliance with Federal, State and Local Laws ............ 31
5. Nonenforcement by Grantor .............. 32
6. Rights Cumulative ................. ............................... 32
7. Grantee Acknowledgment of Validity of Franchise ...................... 32
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SECTION 14.
PUBLICATION EFFECTIVE DATE; ACCEPTANCE AND EXHIBITS ....... 32
1. Publication: Effective Date .......... ............................... 32
2. Acceptance ......................... .............................32
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1314924.1
ORDINANCE NO.7
AN ORDINANCE GRANTING A FRANCHISE TO MEDIAONE OF THE UPPER
MIDWEST, INC. TO CONSTRUCT, OPERATE, AND MAINTAIN A CABLE
COMMUNICATIONS SYSTEM IN THE CITIES OF BAYPORT, BAYTOWN TOWNSHIP,
OAK PARK HEIGHTS, STILLWATER, AND STILLWATER TOWNSHIP, SETTING
FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCHISE.
The Central St. Croix Valley Cable Communications Commission ordains:
STATEMENT OF INTENT AND PURPOSE
The Commission intends, by the adoption of this Franchise, to bring about the further development
of a Cable System, and the continued operation of it. Such development can contribute significantly
to the communications needs and desires of the residents and citizens of the Member Cities and the
public generally. Further, the Member Cities may achieve better utilization and improvement of
public services and enhanced economic development with the development and operation of a Cable
System.
Adoption of this Franchise is, in the judgment of the Commission, in the best interests of the
I Commission, its Member Cities and its residents.
FINDINGS
In the review of the request and proposal for renewal by Grantee and as a result of a public hearing,
the Commission makes the following findings:
1. The Grantee's teclmical ability, condition and legal qualifications, y, g q , were
considered and approved in a full public proceeding after due notice and a reasonable
opportunity to be heard;
2. Grantee's plans for constructing, upgrading, and operating the System were
considered and found adequate and feasible in a full public proceeding after due
notice and a reasonable opportunity to be heard;
3. The Franchise granted to Grantee by the Grantor complies with the existing
applicable Minnesota Statutes, federal laws and regulations; and
1 4. The Franchise granted to Grantee is nonexclusive.
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SECTION 1.
SHORT TITLE AND DEFINITIONS
1. Short Title. This Franchise shall be known and cited as the Central St. Croix Valley Cable
Communications Franchise Ordinance.
2. Definitions. For the purposes of this Franchise, the following terms, phrases, words, and
their derivations shall have the meaning given herein. When not inconsistent with the
context, words in the singular number include the plural number. The word "shall' is always
mandatory and not merely directory. The word "may" is directory and discretionary and not
mandatory.
a. "Basic Cable Service" means any service tier which includes the lawful
retransmission of local television broadcast signals and any public, educational or
governmental access channels. Basic Cable Service as defined herein shall not be
inconsistent with 47 U.S.C. § 543(b)(7).
b. "Member Cities" means the Municipalities of Bayport, Baytown Township, Oak
Park Heights, Stillwater, Stillwater Township, all governmental entities, in the State
of Minnesota.
C. "Cable Service" or "Service" means (i) the one -way transmission to Subscribers of
video programming or other programming services; and (ii) subscriber interaction,
if any, which is required for the selection or use of such video programming or other
programming, including cable modem service, to the extent consistent with federal
and state law.
d. "Cable System" or "System" means a facility consisting of antennas, fiber optic
cables, transmitters and receivers, cables and amplifiers, towers, microwave or other
wireless transmission links, cablecasting studios, power supplies, pedestals, and any
1 other conductors, converters, equipment or facilities, designed and constructed for
the purpose of distributing video programming to subscribers and/or producing,
receiving, amplifying, storing, processing, switching, or distributing audio, video, or
data signals including digital or other forms of electronic signals sold or distributed
to subscribers, which is provided to customers within the Member Cities. Such term
does not include (1) a facility that serves only to retransmit the television signals of
one or more television broadcast stations; (2) a facility that serves customers without
using any Public Right -of -Way, including streets or easements; (3) a facility of a
common carrier which is subject, in whole or in part, to the provisions of Title II of
the Communications Act of 1934, except that such facility shall be considered a
Cable System if such facility is used in the transmission of video programming,
whether on a common carrier or non - common carrier basis, directly to customers,
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unless the extent of such use is solely to provide interactive on- demand services;
(4) an open video system that complies with 47 U.S.C. § 573; or (5) any facilities of
any electric utility used solely for operating its electric utility systems.
e. "Class IV Cable Channel" means a signaling path provided by a Cable System to
transmit signals of any type from a Subscriber terminal to another point in the
1 System.
L "Commercial Need" or "Marketplace Need" means such need or market demand
which Grantor and Grantee may jointly determine requires action or performance by
Grantee as specifically set forth in this Franchise. Such determination shall be
reasonable based on the level of demand and the cost of implementing services or
technology to meet such demand.
g. "Converter" means an electronic device which converts signals to a frequency
acceptable to a television receiver of a Subscriber and by an appropriate selector
permits a Subscriber to view all Subscriber signals included in the service.
h. "Drop" means the cable that connects the ground block on the Subscriber's
residence or institution to the nearest feeder cable of the System.
i. " means the Federal Communications Commission and any legally appointed,
designated or elected agent or successor.
j. "Franchise" or "Cable Franchise" means this Central St. Croix Valley Cable
Communications Franchise Ordinance and the regulatory and contractual relationship
established hereby.
1 k. "Grantee" is MediaOne of The Upper Midwest, Inc., its lawful successors,
transferees or assignees.
I 1. "Grantor" is the Central St. Croix Valley Cable Communications Commission, its
lawful successors, transferees or assignees.
m. "Gross Revenues" means all revenue received directly or indirectly by the Grantee,
from the operation of System to provide Cable Services within Member Cities. This
shall include all Cable Service fees (including cable modem service fees, to the
extent consistent with Federal and State laws), and Franchise Fees, PEG Fees, late
fees, Installation and reconnection fees, upgrade and downgrade fees, Converter
rental fees, Lockout Device fees, and fees related to I -Net Services. The term Gross
Revenues shall not include any taxes (FCC, regulatory fees) on services furnished by
Grantee imposed by any municipality, state, or other governmental unit and collected
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by Grantee for such governmental unit, advertising revenues, bad debt, or subscriber
deposits.
n. "Installation" means the connection of the System from feeder cable to the point of
connection with the Subscriber Converter or other terminal equipment.
o. "Institutional Network" or " -Net means the discrete communications network
and services related to such network provided by Grantee to identified institutions
as required by this Franchise.
P. "Lockout Device" means an optional mechanical or electrical accessory to a
Subscriber's terminal which inhibits the viewing of a certain program, certain
channel, or certain channels provided by way of the System.
q. "Pav Television" means the delivery over the System of pay - per - channel or
pay - per - program audio- visual signals to Subscribers for a fee or charge, in addition
to the charge for Basic Cable Service or tier of cable programming services.
r. " Person " is any person, firm, partnership, association, corporation, company, or
other legal entity.
S. "Right -of -Way" or "Rights- of -Wav" means the surface, air space above the
surface, and the area below any public street, road, highway, freeway, lane, path,
public way, alley, court, sidewalk, boulevard, parkway, drive, bridge, tunnel, park,
parkway, waterway, easement or right -of -way now or hereafter held by the Member
Cities, or dedicated for use by the Member Cities, use by the general public, or use
compatible with cable system operations.
t. "Standard Installation" means any residential installation which can be completed
i using a Drop of 200 feet or less.
U. "Subscriber" means any Person who lawfully receives service via the System. In the
case of multiple office buildings or multiple dwelling units, the "Subscriber" means
the lessee, tenant or occupant.
SECTION 2.
GRANT OF AUTHORITY AND GENERAL PROVISIONS
1. Grant of Franchise. For the purposes of constructing, operating, rebuilding and
maintaining a Cable System serving the Member Cities, Grantee may erect, install, construct,
operate, upgrade, repair, replace, reconstruct and retain in, on, over, under, upon, across and
along the Rights -of -Way in the Member Cities such lines, cables, fiber optics, conductors,
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ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, enclosures, attachments
and other property and equipment as are necessary or appropriate to the operation of the
Cable System.
2. Nonexclusive Authoritv.
a. This Franchise and the right it grants to use and occupy the Public Rights -of -Way
shall not be exclusive and this Franchise does not, explicitly or implicitly, preclude
the issuance of other franchises or similar authorization to operate Cable Systems
within a Member City. Provided, however, that Grantor shall not authorize or permit
another Person to construct, operate or maintain a Cable System on material terms
' and conditions wluch are, taken as a whole, more favorable or less burdensome than
those applied to Grantee.
b. In the event another Person operates a Cable System authorized by Grantor on terms
and conditions that are, taken as a whole, more favorable or less burdensome than the
terms and conditions applicable to Grantee under this Franchise, the Grantor shall
adjust any such terms and conditions in any other provider's authorization or this
Franchise so that the terms and conditions under which such other Person operates,
taken as a whole, are not more favorable or less burdensome than those that are
1 applied to Grantee.
3. Lease or Assignment Prohibited. No Person may lease Grantee's System for the purpose
I of providing Cable Service until and unless such Person shall have first obtained and shall
currently hold a valid franchise or other lawful authorization containing substantially similar
burdens and obligations to those set forth in this Franchise.
4. Franchise Term. This Franchise shall be In effect for a period of fifteen (15) years from the
1 date of acceptance by Grantee, unless sooner renewed, revoked or terminated as herein
provided.
' 5. Previous Franchises. Upon acceptance by Grantee as required by Section 14 herein, this
Franchise shall supersede and replace any previous Ordinance, Permit or Agreement,
granting a Franchise to Grantee, or any proposal or other document submitted to Grantor
with respect to this Franchise.
6. Compliance with Applicable Laws. Resolutions and Ordinances.
1 a. The terms of this Franchise shall define the contractual rights and obligations of
Grantee with respect to the provision of Cable Service and operation of the System
in Member Cities. This Franchise may be modified or amended only with the written
consent of Grantee as provided in Section 13.3 herein. However, and
notwithstanding the above, the Grantee shall at all times during the term of this
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Franchise be subject to all lawful exercise of the police power and eminent domain
rights of any Member City and the Grantor, to the extent applicable.
1 b. Grantee shall not, through the application of this Franchise and any Member City
ordinance or regulation of Rights of Way, be subject to multiple burdens with respect
to usage of Rights of Way. In the event any Member City ordinance or regulation
I of Rights of Way exceeds any corresponding requirement herein, the Member City's
requirement shall prevail.
C. In the event Grantee cannot determine how to comply with any Right -of -Way
requirement of Grantor or any Member City, whether pursuant to this Franchise or
other requirement, Grantee shall immediately provide written notice of such question,
t including Grantee's proposed interpretation, to the City with copy to the Grantor.
The Member City or Grantor shall provide a written response within fourteen (14)
days of receipt indicating how the requirements cited by Grantee apply. Grantee may
proceed in accordance with its proposed interpretation in the event a written response
is not received within seventeen (17) days of mailing or delivering such written
question.
7. Rules of Grantee. The Grantee shall have the authority to promulgate such rules,
regulations, terms and conditions governing the conduct of its business as shall be reasonably
necessary to enable said Grantee to exercise its rights and perform its obligations under this
Franchise and to assure uninterrupted service to each and all of its Subscribers; provided that
such rules, regulations, terms and conditions shall not be in conflict with provisions hereto,
the rules of the FCC, the laws of the State of Minnesota, any Member City, or any other body
having lawful jurisdiction.
8. Territorial Area Involved. This Franchise is g �
ranted for the corporate boundaries of
1 Member Cities, as may exist from time to time. In the event of annexation by any Member
City, any new territory shall become part of the territory for which this Franchise is granted.
Grantee shall be given a reasonable period of time to construct and activate cable plant to
service annexed or newly developed areas but in no event not to exceed twelve (12) months
from notice thereof by Grantor to Grantee and qualification pursuant to the requirements of
this Subsection 8. Grantor will extend its trunk and distribution system to provide cable
1 service to subscribers where the density is 35 or more dwelling units per mile in areas passed
by overhead cable or 50 or more dwelling units per mile in the areas passed by underground
cable. As an alternative to the above - referenced density standards, Grantee, when the density
requirement is not met, shall cover costs of installation up to $1,000 per passing provided
that Grantee receives notice thirty (30) days prior to closing any affected utility trench.
Anything over $1,000 shall be paid by the subscriber or developer. It is anticipated that each
Member City may require, by ordinance, that all developers notify Grantee at least 30 days
prior to closing a utility trench in order to facilitate Grantor placement of facilities in the
ground at the same time as electronic and telephone lines. Access to cable service shall not
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i be denied to any group of potential residential cable Subscribers because of the income of
the residents of the area in which such group resides.
1 9. 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 designated officer
of Grantee or Grantor of this Franchise or forty -eight (48) hours after it is deposited in the
' United States mail in a sealed envelope, with registered or certified mail postage prepaid
thereon, addressed to the party to whom notice is being given, as follows:
' If to Grantor: Chair
Central St. Croix Valley Cable Communications Commission
1941 Greeley Street South
Stillwater, MN 55082
With copies to: Thomas D. Creighton, Esq.
Bernick and Lifson, P.A.
Suite 1200 The Colonnade
5500 Wayzata Boulevard
Minneapolis, MN 55416
If to Grantee: Vice President and General Manager
MediaOne
10 River Park Plaza
St. Paul, MN 55107
With copies to: John F. Gibbs, Esq.
Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
1 800 LaSalle Avenue South
Minneapolis, Minnesota 55402
Such addresses may be changed by either party upon notice to the other party given as provided in
this Section.
SECTION 3.
CONSTRUCTION STANDARDS
1 1. Registration. Permits and Construction Codes. Grantee shall strictly adhere to all state
and local laws and building and zoning codes currently or hereafter applicable to location,
construction, installation, operation or maintenance of the System in Member Cities and give
due consideration at all times to the aesthetics of the property.
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2. Repair of Rights -of -Wav and Property. Any and all Rights -of -Way, or public or private
property, which are disturbed or damaged during the construction, repair, replacement,
relocation, operation, maintenance, expansion, extension or reconstruction of the System
' shall be promptly and fully restored by Grantee, at its expense, to the same condition as that
prevailing prior to Grantee's work, consistent with applicable state statutes and rules. If
Grantee shall fail to promptly perform the restoration required herein, after written request
1 of Grantor or Member City and reasonable opportunity to satisfy that request, Member City
shall have the right to put the Rights -of -Way, public, or private property back into good
condition. In the event Member City determines that Grantee is responsible for such
disturbance or damage, Grantee shall be obligated to fully reimburse Member City for such
restoration.
' 3. Conditions on Right -of -Wav Use.
a. Nothing in this Franchise shall be construed to prevent any Member City from
constructing, maintaining, repairing or relocating sewers; grading, paving,
maintaining, repairing, relocating and /or altering any Right -of -Way; constructing,
' laying down, repairing, maintaining or relocating any water mains; or constructing,
maintaining, relocating, or repairing any sidewalk or other public work.
b. All System transmission and distribution structures, lines and equipment erected by
the Grantee within any Member City shall be located so as not to obstruct or interfere
with the use of Rights -of -Way except for normal and reasonable obstruction and
interference which might occur during construction and to cause minimum
interference with the rights of property owners who abut any of said Rights -of -Way
and not to interfere with existing public utility installations.
I C. If at an time during the period of this Franchise an Member City shall elect to alter
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or change the grade or location of any Right -of -Way, the Grantee shall, at its own
expense, upon reasonable notice by City, remove and relocate its poles, wires, cables,
conduits, manholes and other fixtures of the System, and in each instance comply
' with the reasonable and lawful standards and specifications of Member City.
d. The Grantee shall not place poles, conduits, or other fixtures of System above or
I below ground where the sane will interfere with any gas, electric, telephone, water
or other utility fixtures and all such poles, conduits, or other fixtures placed in any
Right -of -Way shall be so placed as to comply with all reasonable and lawful
' requirements of Member City.
e. The Grantee shall, upon request of any Person holding a moving permit issued by
City, temporarily move its wires or fixtures to permit the moving of buildings with
the expense of such temporary removal to be paid by the Person requesting the same,
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and the Grantee shall be given not less than ten (10) days advance written notice to
arrange for such temporary changes.
f. The Grantee shall have the authority to trim any trees upon and overhanging the
Rights -of -Way of Member City so as to prevent the branches of such trees from
coming in contact with the wires and cables or other facilities of the Grantee.
1 g. Grantee shall use its best efforts to give reasonable prior notice to any adjacent
private property owners who will be negatively affected or impacted by Grantee's
work in the Rights -of -Way.
4. Undergroundine- of Cable. Grantee must place System facilities underground where all
other utility facilities are placed underground and may place System facilities on poles using
aerial construction techniques where existing System facilities or other utility facilities are
' on poles or otherwise of aerial construction. Amplifier boxes and pedestal mounted terminal
boxes may be placed above ground if existing technology reasonably requires, but shall be
of such size and design and shall be so located as not to be unsightly or unsafe.
5. Installation of Facilities. No poles, conduits, amplifier boxes, pedestal mounted terminal
boxes, similar structures, or other wire - holding structures shall be erected or installed by the
Grantee without any lawfully required permit of Member City.
6. Safetv Requirements.
a. The Grantee shall at all times employ ordinary and reasonable care and shall install
and maintain in use nothing less than commonly accepted methods and devices for
preventing failures and accidents which are likely to cause damage or injuries.
b. The Grantee shall install and maintain its System and other equipment in accordance
with the requirements of the National Electric Safety Code and all other applicable
FCC, state and local safety codes or regulations, and in such manner that they will
not interfere with any Member City communications technology related to health,
safety and welfare of the residents.
C. All System structures, and lines, equipment and connections in, over, under and upon
the Rights -of -Way of any Member City, wherever situated or located, shall at all
times be kept and maintained in good condition, order, and repair so that the same
shall not menace or endanger the life or property of Member City or any Person.
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SECTION 4.
DESIGN PROVISIONS
1. Svstem Up Lade
a. Grantee shall upgrade its System consistent with Exhibit A hereto so as to develop
and upgrade to a System with at least 750 MHZ capacity and which is activated upon
upgrade so as to have the capability of delivering to all Subscribers (capable of
receiving them) a minimum of up to 80 video programmed channels.
! b. The System upgrade will utilize a hybrid fiber - coaxial architecture which
incorporates fiber optic cables from Grantee's headend to nodes located throughout
the communities which serve an average of approximately five hundred (500) homes
per node. The upgrade will be designed with the capability to transmit return signals
upstream in the 5 - 40 MHZ spectrum upon upgrade.
C. Grantee shall develop, construct and operate a System upon completion of upgrade
which is capable of providing non -video cable modem services such as high -speed
Internet service and other competitive services which shall be activated as
Marketplace Need dictates.
d. All final programming decisions remain the discretion of Grantee, provided that
Grantee notifies Grantor and Subscribers in writing thirty (30) days prior to any
channel additions, deletions, or realignments, if Grantee has such advance notice, and
further subject to Grantee's signal carriage obligations hereunder and pursuant to 47
U.S.C. § 531 -536, and further subject to Grantor's rights pursuant to 47 U.S.C.
§ 545.
2. Construction Timetable.
S a. Grantee shall complete all construction related to the System upgrade required by
Section 4 herein on or before December 31, 2000. Failure to timely complete such
construction shall be a violation of this Franchise.
b. Within ninety (90) days after the commencement of the renewal term of this
I Franchise, Grantee shall commence application for such necessary permits, licenses,
certificates and authorizations which are required in the conduct of its business.
3. Interruption of Service. The Grantee shall interrupt service only for good cause and for the
shortest time possible. Such interruption shall occur during periods of minimum use of the
System. If service is interrupted for a total period of more than forty eight (48) hours in any
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thirty (30) day period, Subscribers shall be credited pro rata for such interruption upon
request or in the event Grantee receives a complaint and has notice that such subscriber's
outage was of sufficient duration to require such credit.
4. Technical Standards. The technical standards used in the operation of the System shall
comply, at minimum, with the technical standards promulgated by the FCC relating to Cable
Systems pursuant to Title 47, Section 76.601 to 76.617, as may be amended or modified
from time to time, which regulations are expressly incorporated herein by reference.
5. EAS Reauirements. Grantee will implement emergency alert override capability consistent
with all applicable federal and state regulations and will enable System specific messages
to be delivered by Grantor. Such capability shall include Grantor's ability to override all
video channels with a brief audio and/or video message directing viewers to a selected PEG
channel for further information provided by Grantor. Grantee shall ensure that Grantor can
' provide such messaging upon demand in the event of a local emergency. Grantee shall not
be liable for any damages to any party as a result of the exercise of Grantee's obligations
under this section.
6. Testing. Grantor or Member Cities shall have the right to inspect all construction or
installation work performed pursuant to the provisions of the Franchise and all applicable
1 Codes. In addition, the Grantor may test a location or locations within the System if there
are unresolved complaints regarding such System location(s) or System performance.
Grantee shall have a right to advance notice and may accompany Grantor on any such test.
7. Drop Testing and Replacement. Grantee will insert a 750 MHZ carrier at a level lOdb
below the video carriers that will be measured by Grantee as a normal procedure during
service calls. In addition, the Drops and related passive equipment will be inspected during
Installations to assure that the Drop and passive equipment can pass the full 750 MHZ
System capacity. In the event measurement of the carrier or the inspection demonstrate that
' a Drop or associated passive equipment does not pass the full 750 MHZ, the Subscriber
address will be recorded by Grantee and Grantee will provide Grantor, or its designee, upon
request a report indicating the addresses where Drops or associated passive equipment have
failed. Grantee will replace failing Drops and/or associated passive equipment at the time the
address upgrades service to a level which requires a signal above the 550 MHZ spectrum at
no separate charge to the individual subscriber.
8. FCC Reports. The results of any tests required to be filed by Grantee with the FCC shall
upon request of Grantor also be filed with the Grantor or its designee within ten (10) days
of the conduct of such tests.
' 9. Nonvoice Return Cavability. Grantee will use cable and associated electronics having the
technical capacity for nonvoice return communications.
'
1314924.1 11
1 10. Lockout Device. Upon the request of a Subscriber, Grantee shall make available a Lockout
Device at no additional charge to Subscribers.
' SECTION 5.
SERVICE PROVISIONS
1. Regulation of Service Rates.
a. Grantor or Member Cities may regulate rates for the provision of Cable Service or
allotted equipment provided over the System to the extent allowed under federal or
state law(s).
' b. A list of Grantee's current Subscriber rates and charges shall be maintained on file
with Grantor and shall be available for public inspection. Grantee shall give Grantor
and Subscribers written notice of any change in a rate or charge at least one billing
cycle prior to the effective date of the change. Bills must be clear, concise, and
' understandable, with itemization of all charges.
C. Grantor acknowledges that Grantee has represented that it is permitted by applicable
' law and regulation to include franchise- related costs required under this Franchise
in its calculation of rates, and that Grantee may include these costs in future rates.
' 2. Non - Standard Installations. Grantee shall install and provide Cable Service to any Person
requesting other than a Standard Installation provided that said Cable Service can meet FCC
technical specifications and all payment and policy obligations are met. In such case, Grantee
may charge for the incremental increase in material and labor costs incurred beyond the
Standard Installation.
' 3. Sales Procedures. Grantee shall not exercise deceptive sales procedures when marketing
any of its services within Member Cities. Grantee shall have the right to market door -to -door
during reasonable hours consistent with local ordinances and regulation.
4. Subscriber Inauiry and Comnlaint Procedures.
a. Grantee shall maintain an office in at least one of the Member Cities which shall be
open during normal business hours or, in the event such office is not maintained,
' Grantee shall, at a minimum, maintain one location or drop box in Bayport and Oak
Park Heights and two drop boxes in Stillwater at which payments can be deposited
and also, by appointment, free of charge, pick up and deliver from subscriber's
' premises to facilitate any exchange of defective or inoperable video equipment of
Grantee required to receive service. The response times for such pickup or delivery
of defective or inoperable video equipment shall be consistent with applicable federal
' 1314924.1 12
rules. Grantee shall have a publicly listed toll -free telephone number which shall be
operated so as to receive calls on a twenty -four (24) hour -a -day, seven (7)
days -a -week, 365 days a year basis. During normal business hours, trained
representatives of Grantee shall be available to respond to Subscriber inquiries.
b. Grantee shall maintain adequate numbers of telephone lines and personnel to respond
in a timely manner to schedule service calls and answer Subscriber complaints or
inquiries in a manner consistent with regulations adopted by the FCC.
C. Subject to Grantee's obligations pursuant to law regarding privacy of certain
information, Grantee shall prepare and maintain written records of all complaints
' received from Grantor and the resolution of such complaints, including the date of
such resolution. Such written records shall be on file at the office of Grantee.
Grantee shall provide Grantor with a written summary of such complaints and their
' resolution upon request of Grantor. As to Subscriber complaints, Grantee shall
comply with FCC record - keeping regulations, and make the results of such
record- keeping available to Grantor upon request.
d. Service call appointments must be met in a manner consistent with FCC standards.
Grantee may schedule appointments for Installations and other service call either at
' a specific time or, at a maximum, during a four hour time block during normal
business hours. Grantee may also schedule service calls outside normal business
hours for the convenience of customers. Grantee shall use its best efforts to not
cancel an appointment with a customer after the close of business on the business day
prior to the scheduled appointment. If the installer or technician is late and will not
' meet the specified appointment time, he /she must use his/her best efforts to contact
the customer and reschedule the appointment at the sole convenience of the
customer.
e. Grantor may impose additional customer service requirements in accordance with
and to the extent permitted by applicable law.
5. Subscriber Contracts. Upon request Grantee shall file with Grantor any standard form
Subscriber contract utilized by Grantee.
6. Refund Policv. In the event a Subscriber establishes or terminates service and receives less
than a full month's service, Grantee shall prorate the monthly rate on the basis of the number
' of days in the period for which service was rendered to the number of days in the billing.
1314924.1 13
SECTION 6.
ACCESS CHANNEL(S) PROVISIONS
1. Grantor Responsibility. The Grantor or its designee will be responsible for programming
on four (4), six (6) MHZ analog channels to be designated as Public, Educational or
' Governmental Access Channels and such additional Channels as Grantor may require
pursuant to Minn. Stat. §238.084, Subd. 3(a)(2). Grantee must continue to designate
channels 3, 10, 12 and 22 for such purposes. Those channels may be relocated one time
' within three (3) years of the effective date of this Franchise without Grantor's consent
provided, however, that such channel designation for those four channels is not higher than
25 on the lineup. Grantee shall reimburse all reasonable expenditures incurred by Grantor
' as a result of such relocation. Additionally, said Channels may be relocated with Grantor's
written consent. Grantee shall ensure that the signal quality of all such channels shall meet
all applicable technical standards. Grantor will also be responsible for all equipment,
training, support and management of such channels. Grantor will assume the responsibility
on a date in the year 1999 mutually acceptable to Grantee and the Grantor, pursuant to an
Access Transfer Agreement mutually agreed to by the Grantor and Grantee.
2. Grant Grantee will provide to Grantor a PEG equipment grant (First PEG Equipment
' Grant), no later than July 31, 1999 in the amount of $125,000 consisting of $109,647.84
(minus any interest earned on the escrow fund from February 17, 1999 through July 31,
1999) in cash plus the balance of the escrow fund existing on February 17, 1999. In addition,
' Grantee will provide to Grantor a PEG equipment grant no later than January 15, 2000
(Second PEG Equipment Grant) which shall be in the amount of $125,000 consisting of
$95,986.32 in cash plus a credit of $29,013.68 for programming equipment capital
expenditures made by Grantee between November 20, 1998 and February 17, 1999. The
First PEG Equipment Grant and Second PEG Equipment Grant shall be used as deemed
appropriate by the Grantor or its designee. Neither of the First PEG Equipment Grant, nor
' Second PEG Equipment Grant shall be recovered by Grantee from the PEG Fee set forth in
Section 6(5) below. In addition, at the option of Grantor, exercised through written notice
' to Grantee, Grantee shall provide a PEG Equipment Grant on the seventh anniversary of the
effective date of this Franchise ( "Third PEG Equipment Grant) in the amount of $50,000
which, at Grantee's option, shall be recovered through inclusion in the PEG Fee set forth
' below in Section 6(5), adjusted accordingly. Grantor shall assume Grantee's studio lease
and its obligations through December 31, 1999. Within six months after completion of
upgrade of the system, at no charge to Grantor, Grantee will install the Institutional Network
into a new studio location determined after consultation with Grantee (anticipated to be
within 1 mile of active Institutional Network plant).
3. Modulators. Grantee will provide 5 modulators to Grantor for its use as replacement for
existing installations as needed.
1314924.1 14
' 4. Transfer of Title. On a mutually agreed upon date in the year 1999 Grantee will transfer
full title to all production and studio equipment, as is, to the Grantor or its designee.
Notwithstanding the above, this shall include a total of six(6) character generators in good
' operating condition. Responsibility for on -going repair and maintenance, including
government access equipment will be that of the owner of the equipment.
5. PEG Fee. A PEG Fee of $1.25 per customer per month will be a line item on customer's
bills and passed through to all video customers and paid to the Grantor on a quarterly basis
as support for access. At Grantor's option, this PEG Fee may be increased by Grantor to no
more than $1.40 per month commencing no earlier than the first anniversary of the effective
date of this Franchise. After the sixth anniversary of the effective date of this Franchise the
PEG Fee may be increased by Grantor once per year in an amount up to an additional 3.5%
' per year or the percentage increase in the Consumer Price Index for the prior year, whichever
is less. Grantor shall coordinate any annual PEG Fee adjustment with Grantee's schedule
of rate adjustments. The revenue from the PEG Fee set forth herein is tendered to the
Grantor in its entirety and shall in no way limit Grantee's right, to recover from customers,
all other costs of requirements of this Franchise as franchise- related costs in accordance with
applicable law and regulation.
6. Regional Channel 6. Grantee shall designate standard VHF Channel 6 for uniform regional
channel usage, to the extent required by state law.
7. State and Federal Law Combliance. Satisfaction of the requirements of this Section 6
satisfies any and all of Grantee's state and federal law requirements of Grantee with respect
to PEG access.
' SECTION 7.
INSTITUTIONAL SERVICE PROVISIONS
1. As of the time of the completion of the System upgrade Grantee shall provide an Institutional
Network connection to the buildings set forth below:
• Stillwater City Hall
14168 N. 57th St.
Stillwater, MN 55082
• Bayport City Hall
294 N. 3rd St.
Bayport, MN 55003
' 1314924.1 15
• Oak Park Heights City Hall
14168 57th St. N.
Oak Park Heights, MN 55082
• Stillwater Public Library
223 N. 4th Street
Stillwater, MN 55082
• Bayport Public Library
' 582 N. 4th Street
Bayport, MN 55003
t • Washington County Historic Courthouse
101 W. Pine St.
Stillwater, MN 55082
• Washington County Government Center
' 14949 62nd St. N.
Stillwater, MN 55082
• St. Croix Valley Recreation Center
1675 Market Street
Stillwater, MN 55082
• Stillwater Area High School
5701 N. Stillwater Blvd.
Stillwater, MN 55082
• Stillwater Jr. High School
523 W. Marsh St.
Stillwater, MN 55082
0 District 834 /Central Services Office
1875 S. Greeley St.
Stillwater, MN 55082
• St. Michael's Church
611 S. 3rd St
Stillwater, MN 55082
1314924.1
16
:.rAb.
• Trinity Lutheran
115 N. 4th St.
Stillwater, MN 55082
2. After consultation between Grantor and Grantee, Grantee will extend the Institutional
Network and Subscriber Network to the location of the new public access studio at no charge
to the access center. Grantee shall provide one outlet of Basic Cable Service and one two -
way MediaOne Express Cable modem and monthly service, or its equivalent, at no charge
to the new public access studio.
3. Grantee will connect an of the following institutional buildings to the upgraded Institutional
Y g g pg
Network within nine months after receipt by Grantee of a written request by the Grantor and
commitment on the part of the affected 'institution to pay Grantee's costs over and above the
first 500 feet of any required Institutional Network extension and connection necessitated
thereby:
• Anderson Elementary
309 N. 4th St.
Bayport, MN 55003
• Lily Lake Elementary
2003 W, Willard St.
Stillwater, MN 55082
• Oak Park Elementary
6355 N. Osman Ave.
Stillwater, MN 55082
• Rutherford Elementary
115 Rutherford Road
Stillwater, MN 55082
• Stonebridge Elementary
900 N. Owens St.
Stillwater, MN 55082
• St. Croix Catholic School
1 621 S. 3rd St.
Stillwater, MN 55082
1314924.1 17
• Salem Lutheran School
14940 62nd St. N.
Stillwater, MN 55082
• New Heights Charter School
614 West Mulberry Street
Stillwater, MN 55082
• St. Croix Alternative Learning Center
5640 Memorial Ave. N. Suite A
Stillwater, MN 55082
(at its current address and upon written consent of the landlord)
4. Within six (6) months of the completion of the System upgrade, Grantee will provide basic
cable service and installation of one outlet at no charge to the following institutional
buildings:
• Stillwater City Hall
14168 N. 57th St.
Stillwater, MN 55082
• Bayport City Hall
294 N. 3rd St.
Bayport, MN 55003
• Oak Park Heights City Hall
14168 57th St. N.
Oak Park Heights, MN 55082
j Stillwater Fire Department
216 N. 4th Street
Stillwater, MN 55082
• Bayport Fire Department
301 N. 2nd Ave.
Bayport, MN 55003
• Stillwater Joint Cable Commission
1941 S. Greeley St.
Stillwater, MN 55082
1314924.1 18
• Stillwater Public Library
223 N. 4th Street
Stillwater, MN 55082
• Bayport Public Library
582 N. 4th Street
Bayport, MN 55003
• # 834 School Dist. Central Service Bldg.
' 1875 S. Greeley St.
Stillwater, MN 55082
1 Washington Co. Historic Courthouse
101 W. Pine St.
Stillwater, MN 55082
• Stillwater High School
5701 N. Stillwater Blvd.
Stillwater, MN 55082
• Stillwater Jr. High
523 W. Marsh St.
Stillwater, MN 55082
• Stonebridge Elementary
900 N. Owens St.
Stillwater, MN 55082
• Anderson Elementary
309 N. 4th St.
Bayport, MN 55003
• Lily Lake Elementary
2003 W. Willard St.
1 Stillwater, MN 55082
• Oak Park Elementary
6355 N. Osman Ave.
Stillwater, MN 55082
• Rutherford Elementary
115 Rutherford Road
Stillwater, MN 55082 ,
1314924.1 19
• St. Croix Catholic School
621 S. 3rd St.
Stillwater, MN 55082
• Salem Lutheran School
14940 62nd St. N.
1 Stillwater, MN 55082
• New Heights Charter School
' 614 West Mulberry Street
Stillwater, MN 55082
' S. Grantee will make one two -way MediaOne Express Cable modem and monthly service, or
its equivalent, available to the following institutional buildings at no charge to the institution,
6 months after the later of completion of the upgrade or introduction of such service
throughout the Central St. Croix Valley service area on a commercial basis:
• Stillwater City Hall
14168 N. 57th St.
Stillwater, MN 55082
• Bayport City Hall
294 N. 3rd St.
Bayport, MN 55003
• Oak Park Heights City Hall
i 14168 57th St. N.
• Oak Park Heights, MN 55082
• Stillwater Public Library
223 N. 4th Street
Stillwater, MN 55082
• Bayport Public Library
582 N. 4th Street
Bayport, MN 55003
• Stillwater Senior High School
5701 N. Stillwater Blvd.
Stillwater, MN 55082
1314924.1 20
• Stillwater Jr. High School
523 W. Marsh St.
Stillwater, MN 55082
• Anderson Elementary
1 309 N. 4th St.
Bayport, MN 55003
' Lily Lake Elementary
2003 W. Willard St.
Stillwater, MN 55082
• Oak Park Elementary
6355 N. Osman Ave.
Stillwater, MN 55082
' Rutherford Elementary
115 Rutherford Road
Stillwater, MN 55082
' Stonebridge Elementary
900 N. Owens St.
Stillwater, MN 55082
• #834 School Dist. Cent. Serv. Bldg.
1875 S. Greeley St.
Stillwater, MN 55082
• New Heights Charter School
614 West Mulberry Street
Stillwater, MN 55082
6. Grantee will provide upon request a System connection to the St. Croix Alternative Learning
Center for which the Learning Center will reimburse Grantee its cost of time and materials
and, in such event, free Basic Cable Service and MediaOne Express, or equivalent, to one
outlet therein.
7. As of the completion of the system upgrade, Grantee will meet the technical and service
standards for the Institutional Networks set forth in Exhibit B.
8. Interconnection. The Institutional Network servicing Bayport, Baytown Township, Oak
Park Heights, Stillwater and Stillwater Township will continue to be completely
1314924.1
21
interconnected internally. In addition, Grantee shall make the following capacity available
for external interconnection purposes: two (2) six (6) MHZ channels for forward video or
data purposes, two (2) six (6) MHZ channels for return video or data purposes between all
institutional networks of Systems adjacent to the Central St. Croix System and under
common ownership with Grantee.
SECTION 8.
OPERATION AND ADMINISTRATION PROVISIONS
1. Administration of Franchise. The Grantor or other designee shall have continuing
g
regulatory jurisdiction and supervision over the System and the enforcement of Grantee's
compliance under the Franchise. The Grantor, or its designee, may issue such reasonable
rules and regulations concerning the construction, operation and maintenance of the System
1 as are consistent with the provisions of the Franchise and law.
2. Franchise Fee.
a. During the term of the Franchise, Grantee shall pay quarterly to Grantor or its
delegatee a Franchise Fee in an amount equal to five percent (5 %) of its quarterly
' Gross Revenues.
b. Any payments due under this provision shall be payable quarterly. The payment shall
be made within thirty (30) days of the end of each of Grantee's fiscal quarters
together with a report showing the basis for the computation.
C. All amounts paid shall be subject to audit and reeomputation by Grantor and
acceptance of any payment shall not be construed as an accord that the amount paid
is in fact the correct amount.
3. Access to Records. The Grantor shall have the right to inspect, upon reasonable notice and
during normal business hours, or require Grantee to provide within a reasonable time copies
of any records maintained by Grantee which relate to Grantee's obligations under this
Franchise including specifically Grantee's accounting and financial records.
4. Reports and Mans to be Filed with Citv.
1 a. Grantee shall file with the Grantor, at the time or payment of the Franchise Fee, a
report of all Gross Revenues in form and substance as reasonably required by
Grantor.
b. if required by Grantor, Grantee shall furnish to and file with Grantor or Member
Cities the maps, plats, and permanent records of the location and character of all
1314924.1 22
facilities constructed, including underground facilities, and Grantee shall file with
Grantor updates of such maps, plats and permanent records not more than annually
if changes have been made in the System.
t 5. Periodic Evaluation.
a. The Grantor may require evaluation sessions at the fourth, eighth, and twelfth
anniversary years of this Franchise, upon written notice to Grantee.
b. Topics which may be discussed at any evaluation session may include, but are not
limited to, application of new technologies, System performance, programming
offered, access channels, facilities and support, municipal uses of cable, subscriber
' rates, customer complaints, amendments to this Franchise, judicial rulings, FCC
rulings, line extension policies and any other topics Grantor and Grantee deem
relevant.
C. As a result of a periodic review or evaluation session, upon notification from
' Grantor, Grantee shall meet with Grantor and undertake good faith efforts to reach
agreement on any changes and modifications to the terms and conditions of the
Franchise which are mutually acceptable and economically and technically feasible.
SECTION 9.
GENERAL FINANCIAL AND INSURANCE PROVISIONS
1. Performance Bond.
a. At the time the Franchise becomes effective and at all times thereafter, until the
Grantee has liquidated all of its obligations with Grantor, the Grantee shall furnish
a bond to Grantor in the amount of $100,000, which shall be reduced to $10,000
upon completion of the System upgrade referenced in Section 4 of this Franchise, in
I a form and with such sureties as reasonably acceptable to Grantor. This bond will
be conditioned upon the faithful performance by the Grantee of its Franchise
obligations and upon the further condition that in the event the Grantee shall fail to
comply with any taw, ordinance or regulation governing the Franchise, there shall be
recoverable jointly and severally from the principal and surety of the bond any
damages or loss suffered by Grantor or Member Cities as a result, including the full
' amount of any compensation, indemnification or cost of removal or abandonment of
any property of the Grantee, plus a reasonable allowance for attorneys' fees and
costs, up to the full amount of the bond, and further guaranteeing payment by the
Grantee of claims, liens and taxes due Grantor or Member Cities which arise by
reason of the construction, operation, or maintenance of the System. The rights
reserved by Grantor with respect to the bond are in addition to all other rights
1314924.1
23
' Grantor may have under the Franchise or any other law. Grantor may, from year to
year, in its sole discretion, reduce the amount of the bond.
b. The time for Grantee to correct any violation or liability, shall be extended by
Grantor if the necessary action to correct such violation or liability is, in the sole
determination of Grantor, of such a nature or character as to require more than thirty
' (30) days within which to perform, provided Grantee provides written notice that it
requires more than thirty (30) days to correct such violations or liability, commences
' the corrective action within the thirty (3 0) days period and thereafter uses reasonable
diligence to correct the violation or liability.
C. In the event this Franchise is revoked by reason of default of Grantee, Grantor shall
be entitled to collect from the performance bond that amount which is attributable to
any damages sustained by City as a result of said default or revocation.
d. Grantee shall be entitled to the return of the performance bond, or portion thereof, as
remains sixty (60) days after the expiration of the term of the Franchise or revocation
for default thereof, provided Grantor has not notified Grantee of any actual or
potential damages incurred as a result of Grantee's operations pursuant to the
Franchise or as a result of said default.
e. The rights reserved to Grantor with respect to the performance bond are in addition
p
to all other rights of Grantor or Member Cities whether reserved by this Franchise or
j authorized by law, and no action, proceeding or exercise of a right with respect to the
performance bond shall affect any other right Grantor or Member Cities may have.
2. Security Fund.
a. Grantee shall maintain on deposit in a bank account, established by Grantor through
the term of this Franchise, the sum of Five Thousand Dollars ($5,000) as security for
the faithful performance by it of all the provisions of this Franchise, and compliance
' with all lawful Orders 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 to reduce the
required amount of the security fund. Provisions shall be made to permit the
1 administrator designated in this Franchise to withdraw funds for the security fund.
Neither Grantor nor Grantee shall use the security fund for other purposes and shall
not assign, pledge or otherwise use this security fund as security for any purpose.
b. Within thirty 0 d after notice to it that an amount has been withdrawn b
Y( ) Y Y Y
' Grantor from the security fund pursuant to Subdivision a of this section, Grantee
1314924.1 24
shall deposit a sum of money sufficient to recoup such security fund to the original
amount of $5,000.
' 3. Penalties from Security Fund. Subject 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 the
following penalties after completion of all due process protections including the procedures
set forth in Section 9(4) of this Franchise:
a. 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 day, or part thereof, that such failure
occurs or continues.
' b. For failure to provide data, documents, reports or information to grantor as may be
required herein, 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 provide the services required by this Franchise, including but not
limited to requirements with respect to public, educational or governmental access
' channels or related support, the penalty shall be One Hundred Dollars ($100.00) per
day for each day, or part thereof, that such failure occurs or continues.
d. Each violation of any provision to this Franchise shall be considered a separate
violation for which a separate penalty can be imposed.
e. In each of the above situations, the Grantor will be afforded ten (10) days within
receipt of a written notice from Grantor within which to cease the violation or notify
the Grantor of dispute pursuant to Section 9(4) of this Franchise and thereby avoid
the penalty specified herein.
4. 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 next regularly scheduled meeting. Grantor
shall supplement the decision with written findings of fact.
'
1314924.1 25
i
r
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.
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 upgrade of the System or for such
other reasons as may be determined, based on the periodic evaluation specified in this
Franchise or at any time determined by Grantor.
5. Indemnification of Grantor and Member Cities.
a. Grantor or Member Cities, their officers, boards, committees, commissions, elected
officials, employees and agents shall not be liable for any loss or damage to any real
or personal property of any Person, or for any injury to or death of any Person,
arising out of or in connection with Grantee's construction, operation, maintenance,
repair or removal of the System or as to any other action of Grantee with respect to
this Franchise.
' b. Grantee shall indemnify, defend, and hold harmless Grantor and each Member City,
its officers, boards, committees, commissions, elected officials, employees and
agents, from and against all liability, damages, and penalties which they may legally
be required to pay to a third party as a result of the Grantor's or Member City's
exercise, administration, or enforcement of the Franchise.
C. Nothing in this Franchise relieves a Person, from liability arising out of the failure
to exercise reasonable care to avoid injuring the Grantee's facilities while performing
work connected with grading, regarding, or changing the line of a Right -of -Way or
public place or with the construction or reconstruction of a sewer or water system.
' 1314924.1 26
6. Insurance.
a. As a part of the indemnification provided in Section 8.3, but without limiting the
foregoing, Grantee shall file with Grantor at the time of its acceptance of this
Franchise, and at all times thereafter maintain in full force and effect at its sole
expense, a comprehensive general liability insurance policy, including
broadcaster's /cablecaster's liability and contractual liability coverage, in protection
of the Grantee, and the Grantor, Member Cities, their officers, elected officials,
boards, commissions, agents and employees for any and all damages and penalties
which may arise as a result of this Franchise. The policy or policies shall name the
Grantor and each of the Member Cities and their respective officers, employees and
agents.
b. The policies of insurance shall be in the sum of not less than $1,000,000.00 for
personal injury or death of any one Person, and $2,000,000.00 for personal injury or
death of two or more Persons in any one occurrence, $500,000.00 for property
damage to any one person and $2,000,000.00 for property damage resulting from any
' one act or occurrence.
C. The policy or policies of insurance shall be maintained by Grantee in full force and
' effect during the entire term of the Franchise. Each policy of insurance shall contain
a statement on its face that the insurer will not cancel the policy or fail to renew the
policy, whether for nonpayment of premium, or otherwise, and whether at the request
of Grantee or for other reasons, except after sixty (60) days advance written notice
have been provided to Grantor.
' SECTION 10.
' SALE, ABANDONMENT, TRANSFER AND REVOCATION OF FRANCHISE
1. Grantor's Right to Revoke.
a. In addition to all other rights which Grantor or any Member City has pursuant to law
or equity, Grantor reserves the right to commence proceedings to revoke, terminate
or cancel this Franchise, and all rights and privileges pertaining thereto, if it is
determined by Grantor that:
i. Grantee has violated material provisions(s) of this Franchise; or
ii. Grantee has attempted to evade any of the provisions of the Franchise; or
iii. Grantee has practiced fraud or deceit upon Grantor.
1314924.1 27
' Grantor may revoke this Franchise without the hearing required by 9.2(b) herein if
Grantee is adjudged a bankrupt.
' 2. Procedures for Revocation.
a. Grantor shall provide Grantee with written notice of a cause for revocation and the
intent to revoke and shall allow Grantee thirty (30) days subsequent to receipt of the
notice in which to correct the violation or to provide adequate assurance of
performance in compliance with the Franchise. In the notice required herein, Grantor
' shall provide Grantee with the basis of the revocation.
b. Grantee shall be provided the right to a public hearing affording due process before
the Grantor prior to the effective date of revocation, which public hearing shall
follow the thirty (30) day notice provided in subparagraph (a) above. Grantor shall
' provide Grantee with written notice of its decision together with written findings of
fact supplementing said decision.
C. Only after the public hearing and upon written notice of the determination by Grantor
to revoke the Franchise may Grantee appeal said decision with an appropriate state
or federal court or agency.
' d. During the appeal period, the Franchise shall remain in full force and effect unless
the term thereof sooner expires or unless continuation of the Franchise would
' endanger the health, safety and welfare of any person or the public.
3. Abandonment of Service. Grantee may not abandon the System or any portion thereof
' without having first given three (3) months written notice to Grantor. Grantee may not
abandon the System or any portion thereof without compensating Grantor or Member Cities
for actual damages resulting from the abandonment, including all costs incident to removal
of the System, if reasonably required.
4. Removal After Abandonment. Termination or Forfeiture.
a. In the event of termination or forfeiture of the Franchise or abandonment of the
System, Grantor shall have the right to require Grantee to remove all or any portion
of the System from all Rights -of -Way and public property within any Member City.
' b. If Grantee has failed to commence removal of System, or such part thereof as was
designated by Grantor, within thirty (30) days after written notice of Grantor's
demand for removal is given, or if Grantee has failed to complete such removal
within twelve (12) months after written notice of Grantor's demand for removal is
given, Grantor shall have the right to apply funds secured by the Performance Bond
toward removal and/or declare all right, title, and interest to the System to be in
1314924.1 28
Grantor with all rights of ownership including, but not limited to, the right to operate
the System or transfer the System to another for operation by it.
5. Sale or Transfer of Franchise.
a. No sale or transfer of the Franchise, or sale, transfer, or fundamental corporate
change of or in Grantee, including, but not limited to, a fundamental corporate
change in Grantee's parent corporation or any entity having a controlling interest in
Grantee, the sale of a controlling interest in the Grantee's assets, a merger including
the merger of a subsidiary and parent entity, consolidation, or the creation of a
subsidiary or affiliate entity, shall take place until a written request has been filed
' with Grantor requesting approval of the sale, transfer, or corporate change and such
approval has been granted or deemed granted; provided, however, that said approval
shall not be required where Grantee grants a security interest in its Franchise and /or
' assets to secure an indebtedness, or if through corporate reorganization Grantee,
Franchise and/or Grantee's assets are transferred to or otherwise become owned by
an entity which is under common ownership, actual or beneficial, by any entity
which either owned or controlled Grantee prior to such corporate reorganization.
b. Any sale, transfer, exchange or assignment of stock in Grantee, or Grantee's parent
' corporation or any other entity having a controlling interest in Grantee, so as to create
a new control ling interest therein, shall be subj ect to the requirements of this Section
10.5. The term "controlling interest" as used herein is not limited to majority stock
' ownership, but includes actual working control in whatever manner exercised.
C. The Grantee shall file all documents, forms and information required to be filed by
' applicable law and upon request of Grantor, any other documents necessary to
understand the terms of the transaction.
' d. Grantor shall have such time as is permitted by federal law in which to review a
transfer request.
' e. Any transferee or assignee must be fully obligated herein, which requirement shall
be deemed a condition of any consent or approval granted by Grantor.
f. In the event of any proposed sale, transfer, corporate change, or assignment pursuant
to subparagraph (a) or (b) of this Section, Grantor shall have the right to purchase the
System for the value of the consideration proposed in such transaction. Grantor's
right to purchase shall arise upon Grantor's receipt of notice of the material terms of
an offer or proposal for sale, transfer, corporate change, or assignment, which
Grantee has accepted. Notice of such offer or proposal must be conveyed to Grantor
in writing and separate from any general announcement of the transaction.
1314924.1
29
g. Grantor shall be deemed to have waived its right to purchase the System pursuant to
this Section in the following circumstances:
' i. If Grantor does not indicate to Grantee in writing, within sixty (60) days of
receipt of written notice of a proposed sale, transfer, corporate change, or
assiglunent as contemplated in Section 10.5 f. above, its intention to exercise
' its right of purchase; or
ii. It approves the assignment or sale of the Franchise as provided within this
' Section.
h. At time of consideration of consent to transfer this Franchise, Grantor may address
' in any lawful fashion any material noncompliance by Grantee with any requirement
herein.
' SECTION 11.
' PROTECTION OF INDIVIDUAL RIGHTS
1. Discriminatory Practices Prohibited. Grantee shall not deny service, deny access, or
' otherwise discriminate against Subscribers or general citizens on the basis of race, color,
religion, national origin, sex, age, affectional preference, or disability. Grantee shall comply
at all times with all other applicable federal, state, and city laws, and all applicable executive
and administrative orders relating to nondiscrimination.
2. Subscriber Privacv. Grantee shall comply with all applicable federal, state and local
privacy laws.
' SECTION 12.
UNAUTHORIZED CONNECTIONS AND MODIFICATIONS
' 1. Unauthorized Connections or Modifications Prohibited. It shall be unlawful for any firm,
Person, group, company, corporation, or governmental body or agency, without the express
' consent of the Grantee, to make or possess, or assist anybody in making or possessing, any
unauthorized connection, extension, or division, whether physically, acoustically,
inductively, electronically or otherwise, with or to any segment of the System or receive
1 services of the System without Grantee's authorization.
2. Removal or Destruction Prohibited. It shall be unlawful for any firm, Person, group,
' company, or corporation to willfully interfere, tamper, remove, obstruct, or damage, or assist
thereof, any part or segment of the System for any purpose whatsoever, except for any rights
any Member City may have pursuant to this Franchise or its police powers.
1314924.1 30
' 3. Penalty. Any firm, Person, group, company, or corporation found guilty of violating this
section may be fined by Grantor or any Member City not less than Twenty Dollars ($20.00)
and the costs of the action nor more than Five Hundred Dollars ($500.00) and the costs of
' the action for each and every subsequent offense. Each continuing day of the violation shall
be considered a separate occurrence.
' SECTION 13.
MISCELLANEOUS PROVISIONS
' 1. Franchise Renewal. Any renewal of this Franchise shall be performed in accordance with
applicable federal, state and local laws and regulations. The term of any renewed Franchise
' shall be limited to a period not to exceed fifteen (15) years.
' 2. Work Performed by Others. All applicable obligations of this Franchise shall apply to any
subcontractor or others performing any work or services pursuant to the provisions of this
Franchise, however, in no event shall any such subcontractor or other performing work
' obtain any rights to maintain and operate a System or provide Cable Service. Upon request,
Grantee shall provide notice to Grantor of the name(s) and address(es) of any entity, other
than Grantee, which performs substantial services pursuant to this Franchise.
3. Amendment of Franchise Ordinance. Grantee and Grantor may agree, from time to time,
to amend this Franchise. Such written amendments may be made subsequent to a review
' session pursuant to Section 7.5 or at any other time if Grantor and Grantee agree that such
an amendment will be in the public interest or if such an amendment is required due to
changes in federal, state or local laws. Provided, however, nothing herein shall restrict any
Member City's exercise of its police powers.
4. Compliance with Federal. State and Local Laws.
a. If any federal or state law or regulation shall require or permit Grantor or Grantee to
' perform any service or act or shall prohibit Grantor or Grantee from performing any
service or act which may be in conflict with the terms of this Franchise, then as soon
as possible following knowledge thereof, either party shall notify the other of the
' point in conflict believed to exist between such law or regulation. Grantee and
Grantor shall conform to state laws and rules regarding cable communications not
later than one year after they become effective, unless otherwise stated, and to
' conform to federal laws and regulations regarding cable as they become effective.
b. If any term, condition or provision of this Franchise or the application thereof to any
Person or circumstance shall, to any extent, be held to be invalid or unenforceable,
the remainder hereof and the application of such term, condition or provision to
Persons or circumstances other than those as to whom it shall be held invalid or
'
1314924.1 31
unenforceable shall not be affected thereby, and this Franchise and all the terms,
provisions and conditions hereof shall, in all other respects, continue to be effective
and complied with provided the loss of the invalid or unenforceable clause does not
' substantially alter the agreement between the parties. In the event such law, rule or
regulation is subsequently repealed, rescinded, amended or otherwise changed so that
the provision which had been held invalid or modified is no longer in conflict with
' the law, rules and regulations then in effect, said provision shall thereupon return to,
full force and effect and shall thereafter be binding on Grantee and Grantor.
' S. 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 or delay of Grantor or
any Member City to enforce prompt compliance. Grantor may only waive its rights by
expressly so stating in a writing authorized by action of the Grantor.
6. Rights Cumulative. All rights and remedies given to Grantor by this Franchise or retained
by Grantor herein shall be in addition to and cumulative with any and all other rights and
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.
' 7. Grantee Acknowledgment of Validitv of Franchise. Grantee and Grantor each
acknowledge that it has had an opportunity to review the terms and conditions of this
Franchise and that under current law each believes that said terms and conditions are not
' unreasonable or arbitrary, and that each believes that each party has the power to make the
terms and conditions contained in this Franchise.
' SECTION 14.
' PUBLICATION EFFECTIVE DATE; ACCEPTANCE AND EXHIBITS
1. Publication: Effective Date. A summary of this Franchise shall be published in accordance
' with applicable local and Minnesota law and Grantee shall pay such costs of publication. The
Effective Date of this Franchise shall be the date of acceptance by Grantee in accordance
with the provisions of Section 14.2.
' 2. Acceptance.
' a. Grantee shall accept this Franchise within sixty (60) of its enactment by the Grantor,
unless the time for acceptance is extended by Grantor. Such acceptance by the
Grantee shall be deemed the grant of this Franchise for all purposes provided,
' however, this Franchise shall not be effective until all Grantor ordinance adoption
procedures are complied with and all applicable timelines have run for the adoption
' 1314924.1 32
of a Grantor ordinance. In the event acceptance does not take place, or should all
ordinance adoption procedures and timelines not be completed, this Franchise and
' any and all rights granted hereunder to Grantee shall be null and void.
b. Upon acceptance of this Franchise, Grantee and Grantor and each Member City shall
be bound by all the terms and conditions contained herein.
C. Grantee shall accept this Franchise in the following manner:
' i. This Franchise will be properly executed and acknowledged by Grantee and
delivered to Grantor.
' ii. With its acceptance, Grantee shall also deliver any grant payments,
performance bond and insurance certificates required herein that have not
' previously been delivered.
Passed and adopted this _� day of a V 1999.
' ATTEST: GRANTOR
By: B
Its C, Y— Its: Vice
' Jerry Turnquist, Chairman Ann Marie Bodlovick, Vice Chair
Central SCV Cable Commission Central SCV Cable Commission
ACCEPTED: This Franchise is accepted and we agree to be bound by its terms and conditions.
Dated: 6-9-11 By:
' Its:
' Jeffrey A. Harkman
Vice President & General Manager
MediaOne
' 1312690.1 33
EXHIBIT A
SUBSCRIBER SYSTEM UPGRADE DESIGN AND CONSTRUCTION
' Grantee proposes that the subscriber system serving the Central St. Croix Valley will be enhanced
from the current 450 MHZ,' 64 channel system to a 750 MHZ system offering dramatically more
' channel capacity, higher signal quality, more reliability and more features upon completion of the
upgrade. The design for the upgrade includes the following features:
' The subscriber network will be upgraded to 750 MHZ capacity. All plant equipment utilized
in the trunk and feeder portion of the cable, up to the tap, will be capable of carrying up to 750 MHZ
' of bandwidth immediately upon upgrade. Grantee plans to initially activate 550 MHZ of the
bandwidth, with the capacity to program approximately 80 downstream with phased activation
launches as nodes are completed. This leaves an additional 200 MHZ capacity available for future
' activation of additional video channels, digital services, and other services.
• Hybrid fiber - coaxial architecture will be deployed. It is anticipated that a "super headend" in
Roseville will be developed and that a distribution hub will serve the Central St. Croix area. The
system upgrade will be developed with "nodes." Grantee plans to have each node serve an average
of approximately 500 homes, and, upon completion of the upgrade, each such node will be
' connected by optical fibers.
• The subscriber RF system will accommodate and be capable of providing return signals in 5 -40
' MHZ bandwidth upon completion of upgrade.
• Standby power in the form of back -up batteries for system power supplies will be in place for
t all power supplies for the system. The super headend and hub will be backed up by using fuel -run
generators, not relying on commercial power. The generators will keep all channels operational as
' long as fuel supplies are adequate.
• Status monitoring will occur at the system power supplies.
• The system will use non - interruptible power passing taps.
' The system will have the capability to receive and pass through all local broadcast signals in
digital format as required by applicable federal rules and regulations and in compliance with
applicable FCC mandated time lines.
• The system will permit all channels available to Grantee in stereo to be passed through to the
subscriber who has a stereo television set in BTSC stereo format.
' The system will utilize automatic audio level control devices to correct much of any volume
disparity between channels and programs on all channels except the off -air broadcasters.
1314924.1 34
The upgrade project will be completed by December 31, 2000.
1314924.1 35
EXHIBIT B
INSTITUTIONAL NETWORK
1. Grantee proposes to continue to provide to the institutional buildings currently served by
' Grantee's Institutional Network an Institutional Network within the frequency spectrum of 5 -450
MHZ.
2. The Institutional Network will have stand -by power with full battery placement.
' 3. The Institutional Network will be upgraded by introduction of four (4) count fiber into the
Institutional Network resulting in a reduction of most amplifier cascades to no more than
13 amplifiers deep in current active user location and migrating the Institutional Network to a hybrid
' fiber -coax system.
4. Grantee will make available to Grantor on the Institutional Network twenty one (2 1) six (6)
MHZ analog channels downstream (from headend to institution) and twelve (12) six (6) MHZ analog
channels upstream (from institution to headend) for video or data uses at no charge for the
bandwidth. Grantee shall have no responsibility to provide end -user equipment for use by
' institutional users.
5. Grantee will retain for its own use fifteen (15) six (6) MHZ analog channels upstream and
fifteen (15) six (6) MHZ analog channels downstream of capacity in the 5 -450 MHZ spectrum
available on the Institutional Network.
6. Use of the Institutional Network by the Cable Commission, cities, or designated institutions
will be limited to their own uses and no institution may provide any service to any third party.
' 7. Grantee will allow designated institutions to purchase their own equipment or lease end -user
equipment to requesting institutions.
8. In addition to the institutional buildings currently being served by the Institutional Network,
Grantee will, upon request, extend the Institutional Network to existing public institutional buildings
' on a cost - sharing basis. Grantee will provide the I st 500 feet of construction and the institution will
be responsible for the cost of the construction of plant beyond 500 feet. Institutions built in the
future will be provided Institutional Network and subscriber network on a cost basis.
13I4924.1 36
r
1 PERFORMANCE STANDARDS
Upon completion of I -Net:
1. Video Transmission
' A. Video transmission will comply with the following performance:
Standards:
' 1. Carrier to noise ratio =45dB or better
2. Carrier to composite triple beat = 53dB or better
3. Carrier to composite second order = 55dB or better
' 4. Carrier to cross modulation = 55dB or better
5. System signal level variations (peak to valley) _ _ 10 + 2 or better for all
coaxial cable portion of the I -Net (where N = the number of amplifiers in
cascade).
' B. Testing will occur twice yearly following the timing established in CFR 76.601 and
76.605.
' 1. From the institution to the longest subscriber cascade.
2. From the institution through the applicable headend /hub site returning back
to the same institution.
' 3. Performed using existing I -Net carriers active at the time of the testing, which
will subject them to service interruptions.
4. Completed at Company - designated entry demarcation point at the institution.
' 5. The system will meet calculated worst case fully loaded video and audio
measurements, taking into consideration existing I -Net loading at the time the
' measurement is taken.
6. Under ordinary operating conditions.
' 2. Digital Transmission
A. For I -Net that is 50% or more coaxial cable, a Bit Error Rate of 1X10 ( -8) at the
' demarcation point.
1. Outage times not included
' 2. Ordinary operating conditions
B. For I -Net that is 50% or more coaxial cable, a Bit Error Rate of 1X10 ( -9) at the
' demarcation point.
1. Outage time not included
' 2. Ordinary operating conditions
' 1314424.1 37
C. For both coaxial and fiber network, the company will meet or exceed a reliability
factor of 99.965% on an annual basis.
D. Testing will occur twice yearly, during the months of January/February and
July /August.
These standards will be in place upon completion of the I -Net but will be revisited and modified by
mutual agreement as appropriate once an operating history is developed and as technology develops.
' INSTITUTIONAL NETWORK CUSTOMER SERVICE SUPPORT
' Repair and Maintenance
I. Company will provide a repair force of technicians capable of responding properly to all
' requests for service by I -Net Users and available on 7 X 24 X 365 basis.
2. Under normal operating conditions, the initial page to the technician on call will be within
' a 30- minute time frame. Barring situations that are outside the control of the company (i.e.,
physical damage to the network caused by third parties not under the control of the cable
company, weather related restriction, etc.), the company will continue to work on a service
' problem until it is resolved and complete its resolution of such problem within eight (8)
hours, if resolution of such problem is within control of the company.
3. Fiber may be incorporated, where necessary, to reduce amplifier cascades to meet
performance standards. Where possible, fiber nodes may be located within the building or
facility of the I -Net User provided there is no additional cost to the company.
' 4. I -Net Users will be notified at least forty-eight 48 hours in advance of an scheduled
( ) Y
' maintenance that will interrupt service on the I -Net, unless I -Net Users agree to waive such
time frame. Where possible, such maintenance will be scheduled at times of low usage.
Wcabie\STCROIXTranchfse #7.wp&
' 1314924.1 38