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Ord 211 Cable Communications Franchise OrdinanceCITY OF CABLE COMMUNICATIONS FRANCHISE ORDINANCE MAYOR CITY OF CITY HALL Adopted by: Northern Dakota County Cable Communications Commission September 19, 1984 TABLE OF CONTENTS FINDINGS Section 1. STATEMENT OF INTENT AND PURPOSE, AUTHORITY, FRANCHISE APPLICATIONS 1.01 Statement of Intent and Purpose 1.02 Authority 1.03 Award Fee and Franchising Costs Section 2. SHORT TITLE Section 3. DEFINITIONS 3.01 Acceptance Agreement 3.02 Basic Service 3.03 Board 3.04 Bona Fide Offer 3.05 Cable Service Territory or "CST" 3.06 Channel 3.07 City 3.08 Commission 3.09 Completion of Construction 3.10 Converter 3.11 Design Maps 3.12 Drop 3.13 Dwelling Units 3.14 FCC 3.15 Grantee 3.16 Gross Revenues 3.17 Guaranty -1- 3.18 Handicapped 3.19 High Speed Data 3.20 Installation 3.21 Interactive Capabilities 3.22 Member Cities 3.23 Offering of Grantee or Offering 3.24 Owner 3.25 Person 3.26 Public Property 3.27 Request for Proposals 3.28 Resident 3.29 Street 3.30 System 3.31 Subscriber 3.32 Tapping 3.33 Two -Way System Section 4. GRANT OF AUTHORITY AND GENERAL PROVISIONS 4.01 Grant of Franchise 4.02 Criteria of Selection 4.03 Authority for 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 -2- 4.10 Franchise Non-Exclusive 4.11 Certificate of Confirmation and Compliance with Board Standards Section 5. DESIGN PROVISIONS 5.01 System Design Concept 5.02 Initial Service Area 5.03 Cablecasting Facilities 5.04 Interconnection 5.05 Technical and Performance Standards 5.06 Test and Compliance Procedure Section 6. SERVICE PROVISIONS 6.01 Services to be Provided Section 7. CONSTRUCTION PROVISIONS 7.01 Construction Timetable 7.02 Line Extension Policy 7.03 Construction Progress Reports 7.04 Construction Delays 7.05 Construction Codes and Permits 7.06 Repair of Streets, Public Property and Private Property 7.07 Use of Existing Poles 7.08 Undergrounding of Cable 7.09 Restrictions and obligations Regarding Street Rights 7.10 Trimming of Trees 7.11 Street Vacation or Abandonment 7.12 Movement of Facilities SECTION 8. OPERATION AND MAINTENANCE -3- 8.01 Open Books and Records 8.02 Communications with Regulatory Agencies -i 8.03 Annual Reports 8.04 Monitoring and Compliance Reports 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 Evaluation Sessions 8.13 Refunds to Subscribers and Programmers Section 9. FRANCHISE FEES 9.01 Amount 9.02 Payment Periods 9.03 Recourse in Event of Partial Payment Section 10. REMEDIES, DEFENSES, INSURANCE 10.01 Laws Governing 10.02 Venue 10.03 General Provisions Regarding Remedies 10.04 Bonds 10.05 Contractor's Bond 10.06 Security Fund 10.07 Penalties from Security Fund 10.08 Procedure for Imposition of Penalties Set Forth in Section 10.07 -4- M70 10.09 Procedures Applicable to Arbitration 10.10 Damages and Defense 10.11 Liability Insurance 10.12 City's Right to Revoke 10.13, Purchase Upon Revocation 10.14 Procedures for Revocation 10.15 Relation to Other Remedies Section 11. FORECLOSURE, RECEIVERSHIP AND ABANDONMENT 11.01 Foreclosure '+ 11.02 Receivership 11.03 Abandonment Section 12. SALE AND PURCHASE OF SYSTEM 12.01 Sale or Transfer of Franchise 12.02 Commission's Right to Purchase System 12.03 Purchase by City or Commission Upon Termination of Franchise Term 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 Section 14. MISCELLANEOUS PROVISIONS 14.01 Compliance with Laws 14.02 Amendment or Variance from Franchise 14.03 Franchise Renewal 14.04 Continuity of Service Mandatory Ii 14.05 Removal after Termination or Revocation M70 14.06 Work Performed by others 14.07 Compliance with Federal, State and Local Laws 14.08 Court Decisions and Severability 14.09 No Recourse Against City and Commission 14.10 Nonenforcement by City or Commission 14.11 Administration of Franchise Section 15. EFFECTIVE DATE; PUBLICATION; ACCEPTANCE; GUARANTY; EXHIBITS 15.01 Publication; Effective Date 15.02 Publication of Notices and Franchise and Amendments 15.03 Other Franchises 15.04 Time of Acceptance; Guaranty; Incorporation of Offering; Exhibits 15.05 Franchising Cost Reimbursement Escrow Account Section 16. 16.01 Incorporation by Reference of Appendices SIGNATURE PAGE APPENDICES ORDINANCE NO. AN ORDINANCE GRANTING A FRANCHISE TO CONTINENTAL CABLEVISION OF NORTHERN DAKOTA COUNTY, INC., TO OPERATE AND MAINTAIN A CABLE COMMUNICATIONS SYSTEM IN THE CITY OF ; 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, FRANCHISE APPLICATIONS. 1.01 Statement of Intent and Purpose. City intends, by the adoption of this Franchise, to bring about the development of a System, and the continued operation of it. Such a development can contribute significantly to the communications needs and desires of many individuals, municipalities, associations and institutions. Further, City may achieve better utilization and improvement of public services with the development and operation of a System. Studies engaged in by the Northern Dakota County Cable Communications Commission created by the City and other Member Cities have led the way for organizing this means of pro- curing and securing a System deemed best suited to the Cable Ser- vice Territory. This has resulted in the adoption of this Franchise which will govern the System within the territorial boundaries of City. 1.02 Authority. Insofar as the State of Minnesota and the Board have delegated to each Municipality in Minnesota the -7- authority to grant a franchise for cable television system opera- tion within its territorial boundaries and have prohibited opera- tion of 'any cable system in Minnesota without a certified franchise, the City hereby exercises its authority to adopt and grant a non-exclusive franchise governing the operation of a cable communications system within the City boundaries. The City has exercised its authority under Minnesota law and Board rules to enter into a joint powers agreement with other cities authorized to grant a cable communications franchise, and has delegated authority to a joint cable communications commission to make recommendations to City and Member Cities regarding this a franchise and to be responsible for the ongoing administration and enforcement of this Franchise as herein provided. That dele- gation is manifested in the Northern Dakota County Cable Communications Commission Joint and Cooperative Agreement set forth herein as Appendix A. 1.03 Award Fee and Franchising Costs. Grantee shall reim- burse Commission and City for all costs, including attorney's fees, expended in the formulation of Commission, negotiation and execution of the Joint Powers Agreement establishing the Commission, studying the field of cable communications, and soli- citing and processing the Franchise award, including publication of this Franchise, to the extent that such costs are not reco- vered from filing fees. Throughout the term of this Franchise, Grantee further agrees to hold Commission and City and their respective officers, agents, employees and representatives, harmless from and indemnified against any and all loss, costs, damage and expense, including, without limitation, attorneys' fees, now or hereafter incurred by them, or either of them, arising out of or due to, or claimed to arise out of or be due to, the grant of this Franchise to Grantee or the process followed by Commission and City in inviting and evaluating propo- sals and granting this Franchise. This award fee shall be supplemented at a later date to cover any costs incurred by Commission and City after the grant of this Franchise which are deemed by Commission or City to be incurred and expended in soli- citing and processing this Franchise award. For purposes of this Section, any costs incurred by City or Commission as a result of Grantee's efforts to obtain a certified franchise to operate a cable communications system in the city of St. Paul, Minnesota shall be deemed expended in soliciting and processing this Franchise award. Payment shall be made by Grantee at the time of acceptance of this Franchise as set forth in Section 15.04 and Section 15.05 of this Franchise. Payment shall be made to Commission for distribution to Commission and City and Member Cities. Subsequent to payment of the award fee, payment of obli- gations under this Section shall be made to Commission for distribution to Commission and City and Member Cities. SECTION 2. SHORT TITLE This ordinance shall be known and cited as the "City of Cable Communications Franchise ordinance". Within this document it shall also be referred to as "this Franchise" or "Franchise". -10- 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 man- datory and "may" is permissive. Words not defined shall be given their common and ordinary meaning. 3.01 "Acceptance Agreement" means an agreement between City, Commission and Grantee that represents the understanding between them that the terms and conditions of this Franchise will be complied with, that there is adequate consideration, mutuality of obligation and that this Franchise will be binding upon them and their successors and assigns. 3.02 "Basic Service" means a tier of programming consisting of those services set forth in Section 6.01 B. 3.03 "Board" means the Minnesota Cable Communications Board. 3.04 "Bona Fide offer" means a written offer made in good faith, honestly, openly and sincerely, without deceit, fraud or collusion, which Grantee has accepted subject to City or Commission's rights under this Franchise. 3.05 "Cable Service Territory" or "CST" means the Northern Dakota County Cable Communications Commission Cable Service Territory. established by the Board and which consists of the -11- territory of all Member Cities. 3.06 "Channel" means a six (6) 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. 3.07 "City" means the City of , a municipal corporation in the State of Minnesota, or its delegations. 3.08 "Commission" means the Northern Dakota County Cable Communications Commission or its successors or delegations, including representatives of the Member Cities as may exist pur- suant to a then valid and existing joint powers agreement between Member Cities. 3.09 "Completion of Construction" means such time, as deter- mined by Commission, when the distribution plant of System within the Initial Service Area is fully energized and activated, all offices, facilities and studios are fully equipped and opera- iij and all construction cleanup and restoration required in this Franchise is complete. 3.10 "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 chan- nel selector, also permits a subscriber to view all basic subscriber signals included in the basic service delivered at designated converter dial locations. 3.11 "Design Maps" means those strand maps prepared by -12- Grantee which reflect placement of all cable, conduit, poles and other hardware of system. 3.12 "Drop" means the cable that connects the subscriber ter- minal to the nearest feeder cable of the System. 3.13 "Dwelling Unit" means a single unit providing complete, independent, living facilities for one or more persons, including permanent provisions for living, sleeping, eating, cooking, and sanitation. 3.14 "FCC" means the Federal Communications Commission or a designated representative. 3.15 "Grantee" means Continental Cablevision of Northern Dakota County, Inc., its agents, employees, lawful successors, transferees or assignees. 3.16 "Gross Revenues" means any revenue derived directly or indirectly by Grantee, or 1) its affiliates, 2) its subsidiaries, 3) its parent, 4) any person which Grantee owns or controls, or 5) any person which owns or controls Grantee from or in connec- tion with the operation of the System, including, but not limited to, basic subscriber monthly fees, pay cable fees, installation and reinstallation fees, leased channel fees, converter rentals, studio rental, production equipment, contributions in aid as set forth in Section Seven (7) of this Franchise to the extent such contributions in aid are not refunded to subscribers, and adver- tising revenues. The term does not include any taxes on services furnished by Grantee and imposed directly upon any subscriber or 1 -13- user by the state, City or other governmental unit and collected by Grantee on behalf of said governmental unit or deposits collected by Grantee as long as such deposits continue to be'held as deposits. 3.17 "Guarantyll means a contract wherein the parent company, general partnership or other persons, firms or organizations whose financial standing is used to support offering of Grantee will undertake to promise that the obligations, duties and liabi- lities may be assumed by and become the responsibility of Guarantor. 3.18 "Handicapped" means: A. Any person who has sustained an amputation or material disability of either or both arms or legs or who has been otherwise disabled in any manner rendering it difficult and burdensome for him to walk; or B. Any hearing impaired person. A hearing impaired person is any person who has a medically certified loss of hearing in both ears and has difficulty hearing and understanding speech in the ear with better hearing without the aid of an artificial device; or C. Any blind person. A blind person is any person with central acuity of 20/200 or less in the better eye with the use of a correcting lens. An eye which is accompanied by a limitation in the fields of vision such that the widest diameter of the visual field subtends an angle no greater -14- than 20 degrees shall be considered as having a central visual acuity of 20/200 or less. 3.19 High Speed Data means 9600 bits per second or higher data transmission rate. 3.20 "Installation" means the act of connecting the System from the feeder cable to subscriber terminal so that cable ser- vice may be received by subscriber terminal. 3.21 "Interactive Capabilities" means capability or service that involves a video, voice, and/or data signal being transmitted by a subscriber back into the System or terminal. 3.22 "Member Cities" means those cities that are parties to a then valid and existing joint powers agreement which, at the time of granting this franchise, include Inver Grove Heights, Lilydale, Mendota, Mendota Heights, Sunfish Lake, South St. Paul, and West St. Paul. 3.23 "Offering of Grantee" or "Offering" means that certain document entitled "Offering of Grantee" and signed by Grantee and Commission, which document is on file with the Commission and Cities. 3.24 "Owner" means a person with a legal or equitable interest in ownership of real property. 3.25 "Person" means any corporation, partnership, proprietorship, individual or organization authorized to do busi- ness in the State of Minnesota, or any natural person. 3.26 "Public Property" is any real property owned by any -15- governmental unit other than a Street. 3.27 "Request for Proposals" means that document entitled "Northern Dakota County Cable Communications Commission, Minnesota - Request for Proposals" and issued September 21, 1983. 3.28 "Resident" means any person residing in the Cable Service Territory. 3.29 "Street" shall mean the surface of and the space above and below any public street, public road, public highway, public freeway, public lane, public path, public way, public alley, public court, public sidewalk, public boulevard, public parkway, public drive or any public easement or right-of-way now or hereafter held by City which shall, within its proper use and meaning in the sole opinion of City, entitle Grantee to the use thereof for the 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. 3.30 "System" means that system of antennas, cables, wires, lines, towers, waveguides or other conductors, converters, equip- ment 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, and Grantee's business and operations, all as set forth in Offering of Grantee. 3.31 "Subscriber" means any person or entity who subscribes -16- to a service provided by Grantee by means of or in connection with the System whether or not a fee is paid for such service. 3.32 "Tapping" means monitoring communications signals, where the monitor is not an authorized monitor of the communications, whether the communications is monitored by visual or electronic means, for any purpose whatsoever. 3.33 "Two -Way System" means a distribution system that can pass video, voice, and/or data signals in both directions simultaneously. -17- 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 is a non- governmental entity. The Grantee's technical ability, financial condition and legal qualifications were considered and approved by City and Commission in full public proceedings pursuant to part 2310.0500 of Board Rules and 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, relocate, reconstruct and retain in, on, over, under, upon, across and along the Streets within the City 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 City codes and ordinan- ces are otherwise complied with. Prior to construction or alteration, Grantee shall, in each case, file Design Maps with City, Commission and utility companies and receive writ- 9EM ten approval of such Design Maps by City and Commission. However, the Grantee need not secure prior written approval for minor alterations in construction as determined by, and in the sole opinion of appropriate City agencies, provided the appropriate City agencies, Commission and utility com- panies are given written notice within five (5) days of the alteration. B. Grantee shall construct and maintain the System so as not to interfere with other uses of Streets. Grantee shall make use of existing poles and other facilities available to Grantee in accordance with Section 7.07 of this Franchise. C. Notwithstanding the above grant to use Streets, no Street shall be used by Grantee if the City in its sole opi- nion determines that such use is inconsistent with the terms, conditions or provisions by which such street was created or dedicated, or presently used. D. If the City allows Grantee to use the Streets and a landowner or other person challenges said use on the ground that the use is inconsistent with the terms, conditions or provisions by which such Street was created, dedicated or presently used, then Grantee shall pay for all litigation costs and other costs, including attorney's fees, incurred in defending the use of such street by Grantee. E. No approvals or permits of City required by this elm section shall be unreasonably withheld. 4.04 Agreement. A. Grantee agrees to be bound by all the terms and conditions of this Franchise. B. Grantee also agrees to comply with all provisions of its application to provide a System within the Cable Service Territory and to provide the services set forth in its Offering. Further, should the Grantee fail to comply with its Offering, at Commission's option, the Grantee shall be deemed to be in violation of the provisions of this Franchise. In the event of conflicts or discrepancies bet- ween the offering of Grantee and the provisions of this Franchise, the reasonable opinion of Commission shall pre- vail. 4.05 Franchise Term. This Franchise shall commence upon the date of issuance and release of a Certificate of Confirmation of this Franchise by the Board and shall expire fifteen (15) years from such date unless renewed, revoked or terminated sooner as herein provided. 4.06 Area Covered. This Franchise is granted for the terri- torial boundary of City. In the event of annexation by City, any new territory shall become part of the area covered. 4.07 Police Powers. A. Grantee's rights are subject to the police powers of City to adopt and enforce ordinances necessary to the -20- health, safety and welfare of the public. B. Any conflict between the provisions of this Franchise and any other present or future lawful exercise of police powers of City shall be resolved in favor of City. 4.08 Use of Grantee Facilities. City shall have the right to install and maintain, free of charge, upon the poles and within the underground pipes and conduits of Grantee, any wires and fix- tures desired by City provided that such use of Grantee's facili- ties does not substantially interfere so as to adversely impact Grantee's operations. However, should the City damage the Grantee's wires, fixtures or other property in exercising the above right, the City shall repair the damage to its condition prior to damage or pay for such repairs, as determined by City. Nothing in this Franchise shall relieve any person from liability arising out of the failure to exercise reasonable care to avoid injuring 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. 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 the person designated below, or when seventy-two (72) hours have elapsed after it is deposited in the United States mail in a sealed enve- lope, with registered or certified mail postage prepaid thereon, -21- addressed to the party to which notice is being given, as follows: If to Commission: David H. Zemke, Chair Northern Dakota County Cable Communi- cations Commission Mendota Heights City Hall 250 South Plaza Drive Mendota Heights, Minnesota 55120 if to city: If to Grantee: Barbara J. Sitkin Vice President and General Manager Continental Cablevision 128 Metro Square Seventh and Robert Streets St. Paul, Minnesota 55101 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. City specifically reserves the right to grant, at any time, additional franchises for a cable system in accor- dance with Board Rules. 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. This Franchise complies with all requirements of Board franchising standards and all Board Rules relating to the content and grant of this Franchise. -22- SECTION 5. DESIGN PROVISIONS. 5.01 System Design Concept. Grantee agrees to design, construct, and operate a cable communications system which meets or exceeds all minimum requirements and specifications set forth in the Request for Proposals and which contains all of the tech- nical features set forth in Grantee's offering including but not limited to the following: A. A Subscriber Network with the capacity of 62 down- stream and 4 upstream video equivalent channels. B. Subscriber equipment, headend equipment and a distribution system that will enable signals to pass upstream and downstream simultaneously throughout the System for pur- poses of providing interactive services and computer com- munications. C. An emergency alert system whereby audio and video messages can override all channels on the System. D. Addressability, including the provision of -an addressable converter to all basic subscribers except those subscribers not receiving any premium or pay cable services. E. Geographic narrowcasting capability so that the cities of Inver Grove Heights, Mendota Heights, South St. Paul and West St. Paul can reach their distinct publics at all times with information displays unique to their cities, and that cities of Lilydale, Mendota and Sunfish Lake can be included with other cities as set forth in Grantee's -23- offering. F. Allocation of 3 MHz minimum upstream bandwidth and one downstream channel on the Subscriber Network for subscriber and institutional computer communications. G. Allocation of 3 MHz minimum upstream bandwidth and one downstream channel on the Subscriber Network for leased access to accomodate high speed data transmissions for simultaneous users., H. Allocation of at least two downstream channels on the Subscriber Network for institutional video use and, allo- cation of at least two upstream channels on the Subscriber Network for institutional video use unless and until a separate Institutional Network is constructed pursuant to paragraph L of this Section. I. Provision of headend equipment to enable the switching of computer communications among users. J. Provision of subscriber equipment with RS232C and RS499 interfaces to accomodate home computer transmissions. K. Status monitoring capability throughout System and a redundant power source at each power supply location. L. Construction of a separate Institutional Network in Year 5 if the Commission, in its sole discretion, determines that a separate Institutional Network is needed based upon institutional and business uses, needs and other factors it deems relevant at the time. The separate Institutional -24- Network shall pass those institutions listed in Section B.9a of the Request for Proposals, accomodate video, audio and data communications, and have the capacity equal to at least 35 downstream and 29 upstream video channel equivalents. determination of the need for the separate Institutional Network will be made in accordance with Section 8.12 of this Ordinance. Drops to all institutions listed in section B.9a of the Request for Proposals will be provided at no charge. A separate institutional technician will be provided by Grantee at no additional charge. The projected rate increase in year 6 of $1.95 per month for Basic and Expanded service includes all funding of capital expenditures necessary for construction of a separate Institutional Network. M. Allocation of at least one upstream and one downstream channel on the separate Institutional Network for high speed data communications use. N. Allocation of at least one upstream and one downstream channel on the separate institutional Network for computer communications. 0. Grantee's Subscriber Network shall pass all insti- tutions listed in Section B.9a of the Request for Proposals. Drops to the Basic service shall be at no charge to the institutions and drops to Grantee's interconnect network shall be provided to institutions passed by it at no charge. Institutions shall have access to channels and bandwidth of -25- the hub interconnect network at no charge. Upon request, by affected college or high school, Grantee shall provide modulators, as set forth in Appendix C, to Inver Hills Community College and to all public and non-public high schools at no charge. 5.02 Initial Service Area. Upon completion of construction, the System shall serve all areas scheduled for construction as set forth in Appendix B of this ordinance. That Initial Service Area shall include, without limitation, all area located: 1) within the municipal boundaries of Lilydale, Mendota, Sunfish Lake and West St. Paul; 2) within those portions of Inver Grove Heights, Mendota Heights and South St. Paul as designated Initial Service Areas in Grantee's Offering; and 3) within any area of Inver Grove Heights, Mendota Heights and South St. Paul that reach or exceed an average density of 40 dwelling units per street mile during the Initial Service Area construction period as measured from any area within Sections 5.02 (1) or (2) above. 5.03 Cablecasting Production Facilities. A. Grantee shall meet all minimum cablecasting facili- ties specifications and requirements set forth in the Request for Proposals and shall provide the facilities, in accordance with its offering, and the equipment listed in Appendix C of this Franchise or, upon approval of the Commission, the son equivalent facilities and equipment for access and local ori- gination production purposes. The cablecasting facilities and equipment shall include, without limitation, a fully - equipped color television production studio; a fully -equipped mobile production van; portapaks; modulators; remote keyboards; captioning equipment; editing system; cablecasting facilities and a TTD/TTY unit for the hearing impaired. B. Grantee shall maintain the access and local origi- nation production facilities and equipment in good working condition throughout the life of the Franchise. C. The access and local origination production faci- lity shall be at a central location in the CST which is available during weekdays, weekday evenings and weekends, and has adequate parking facilities, security, and access for Handicapped and hearing impaired. D. Non-commercial access users shall be given priority use of production facilities and equipment subject to access rules to be established by the Grantee and approved by the Commission. All access users have priority use of the equip- ment and facilities over local origination users consistent with such access rules. E. In addition to the facilities and equipment listed in Appendix C, Grantee shall provide $60,000 in grants to educational institutions located within CST for the purchase of local cablecasting equipment for the use by and benefit of -27- Grantee, subscribers, and educational institutions. F. Grantee shall provide staff support for access and local origination including a minimum of one (1) full-time program director, one (1) full-time access coordinator, one (1) full-time technician, and part-time production assistants as set forth in Grantee's Offering. G. Grantee shall provide training courses in video production at no charge for residents of the CST. H. Grantee shall, to the extent of the System's available channel capacity, provide to each of the subscri- bers who receive all, or any part of, the total video programming services offered on the System, reception on at least one (1) specially designated noncommercial public access channel available for use by the general public on a first come, first serve, nondiscriminatory 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; i. and at least one (1) specially designated access channel available for lease on a first come, first serve, non- discriminatory basis by commerical and noncommercial users. Grantee shall also provide reception to all subscribers on at least one ecumenical access channel and one labor access channel as set forth in offering of Grantee. In the event Grantee provides subscribers only non -video services, alarm Ing system service or only data transmission services for com- puter operated functions, Grantee shall be exempt from pro- viding access channel reception to such non -video alarm or data service -only subscribers. The VHF spectrum shall be used for at least one (1) of the specially designated noncom- mercial public access channels required in this Subdivision H. No charges shall be made for channel time or playback of prerecorded programming on at least one (1) of the specially designated noncommercial public access channels required by this Subdivision H, provided, however, that personnel, equip- ment, 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. I. Whenever the specially designated noncommercial public access channel, the specially designated education access channel, the specially designated local government access channel, the specially designated leased access chan- nel, the ecumenical access channel, or the labor access chan- nel, is in use during eighty percent (800) 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 -29- 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 in this Subdivison I shall be construed so 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 City and Grantee, or by a potential access user who wished to install converters in order to make use of additional channel or channels. J. The Grantee shall establish rules pertaining to the administration of the specially designated noncommercial public access channel, the specially designated educational access channel, the specially designated leased access chan- nel, the ecumenical access channel, and the labor access channel. The operating rules established by Grantee governing these access channels shall be filed with Board after approval by Commission and within ninety (90) days after any such channels are put into use. K. 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 5.03 by providing the subscribers who receive the special service only, at least one (1) specially designated composite access channel composed of the programming on the specially M"# designated noncommercial public access channel, the specially designated educational access channel, and the specially designated local government channel. This Section 5.03 shall not apply to subscribers receiving only non -video services, only alarm services or only data transmission services for computer functions. L. 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 5.03, at least one access channel shall be set aside. To the extent.time is available therefor, access channels may also be used for other broadcast and nonbroadcast services, provided that such services are subject to immediate displa- cement and may be replaced by access channels if Commission determines, in its sole discretion, that there is demand to use the channel for its specially designated access purpose. Grantee shall, in any case, provide at least one (1) full channel on the VHF spectrum for shared access programming. Available channel capacity shall be reduced or a deter- mination that demand for use does not warrant activation of all the specially designated access channels required by this section shall be made only pursuant to the following proce- dure: 1. Grantee will notify Commission of the proposed change; 2. The Commission shall make a determination following a process of review which affords notice and opportunity to be heard.to all interested parties. M. The Grantee shall make readily available for public use at least the minimal equipment necessary for the produc- tion of programming and playback of prerecorded programs for the specially designated noncommercial 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, if there are more than 5,000 subscribers to the System, only five hundred (500) signatures shall be required and, in no event shall less than one hundred (100) signatures be suf- ficient. N. Upon request, by affected institution, Grantee shall provide a modem and keyboard at no charge as set forth in Appendix C to Inver Grove Heights City Hall, Mendota Heights City Hall, South St. Paul City Hall, West St. Paul City Hall, ISD 199 Administrative Office, ISD 197 Administrative Office, SSD 6 Administrative office, Inver Hills Community College. Grantee shall provide adequate training to personnel at each affected institution to make -32- the equipment set forth above operational. 5.04 Interconnection. Grantee shall interconnect the System with other Minnesota cable systems in accordance with Board rules and Grantee's Offering. Grantee shall act in concert with other metropolitan area cable systems to interconnect with such cable systems. Grantee shall, without limitation, initially provide three channels of broadcast grade FM microwave in each direction, allowing baseband input to Grantee's switching system as well as any interconnected recipient systems. Grantee shall provide expanded capacity for interconnection on an equitable cost -share basis with other affected systems as the need arises, in the sole determination of Commission. 5.05 Technical and Performance Standards. System technical and performance standards promulgated by the FCC relating to cable communications systems contained in sub -part K of part 76 of the FCC's rules and regulations relating to cable com- munications system are hereby incorporated by reference into this Franchise. Any standards adopted by Commission or City, as well as 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 Commission and the Board. In any event, the System shall provide a good video, audio, data and text quality transmission to all subscribers' terminals without over -the -air -33- interference whenever such video, audio, data or text services are delivered via cable. 5.06 Test and Compliance Procedure. Grantee shall comply with all testing and maintenance provisions set forth in Appendix D of this Franchise to assure that System performance meets or exceeds all standards set forth in this ordinance and as may be established by Commission. -34- SECTION 6. SERVICE PROVISIONS. 6.01 Services to be Provided. Grantee shall make available to subscribers all of the services set forth as minimum specifi- cations or requirements in the Request for Proposals, in Board Rules, or in Grantee's offering. Such services are listed, without limitation, in Appendix E of this Ordinance. Categories of service to be offered by the Grantee shall include but not be limited to the following: A. A Universal Service tier featuring public, educa- tional, government, and leased access channels; Regional Channel 6; Local Origination programming; automated news; a community bulletin board; a cable program guide; emergency announcements; classified advertisements; two institutional access channels; one ecumenical access channel; one labor access channel; and job listings. Through use of an antenna cable switch, Universal Service subscribers also will be able to receive local broadcast stations off -air. B. A Basic service tier including all of the programming of the Universal Service tier, all FCC -required local broadcast stations, plus special satellite services featuring consumer, educational, health, public affairs, religious, ethnic, hearing impaired, general interest and weather programming. C. An Expanded Service tier which features all the programming of the Universal and Basic Service tiers plus -35- distant broadcast stations and additional satellite services including 24-hour news, sports and musical entertainment, as well as children's, cultural, -arts, public affairs, specialty and financial programming. D. Pay -TV premium service including channels featuring recent movies, sports and musical entertainment; cultural and performing arts; and general family entertainment. E. FM/Audio services featuring local and distant FM stations, and enhanced sound. F. Interactive services including pay-per-view programming, opinion polling, security, home computer ser- vices and data base access. -36- SECTION 7. CONSTRUCTION PROVISIONS. 7.01 Construction Timetable. Grantee shall complete construction of system in accordance with the following time- table: A. Within 90 days of the granting of the Franchise, Grantee shall apply for all necessary governmental permits, licenses, certificates and authorizations. B. All engineering and design shall be completed within one year after the grant of this Franchise. C. A significant amount of construction shall be completed within one year after Grantee's receipt of all necessary governmental pe snits, licenses, certificates and authorizations. D. In accordance with Board rules, energized trunk cable shall be extended substantially throughout the authorized area within five years after commencement of construction. Persons along the route of the energized cable will have individual "drops" within the same period of time, if the same is desired. E. All construction deadlines and the timetable set forth in Appendix F of this Franchise. F. Notwithstanding any requirements of Section 7.01 D above, construction of the Initial Service Area shall be completed within twenty-seven (27) months of the effective date of this Franchise. -37- G. The requirements of this Section may be waived by City or Commission only as set forth in Section 7.04 of this Franchise ordinance. H. For the purposes of this Section 7.01 only, the grant or granting of this Franchise shall be deemed to be upon the issuance and release of a Certificate of Confirmation by the Board. 7.02 Line Extension Policy. A. Grantee shall extend service to any area outside of the Initial Service Area within City's current and future boundaries which reaches or exceeds an average density of 40 dwelling units per street mile provided that prospective subscribers in the line extension area are willing to make contributions -in -aid of construction to compensate for one-half the difference in construction costs per subscriber between the line extension area and the Initial Service Area unless waived or reduced by Grantee pursuant to Section 7.02H. Upon receipt of a petition signed by a minimum of forty-five percent (45%) of potential subscribers in the area, Grantee shall investigate the feasibility of providing service to the area and report its findings to the Commission within sixty (60) days. R. Contributions -in -aid shall be computed from the closest point of the system. C. Contributions -in -aid shall be one-time fees subject to full refund if within three years the density of the line exten- -38- sion area reaches the density of the Initial Service Area as of the time of completion of construction. D. Contributions -in -aid shall be payable in advance of construction of the line extension area. E. Rates and charges for -all services to subscribers in the line extension area shall be uniform with rates and charges for subscribers in the Initial Service Area. F. Construction of any line extension area shall commence within 3 months of Grantee's receipt of all necessary construc- tion permits, authorizations, utility agreements, and contributions -in -aid. G. Construction of any line extension area shall be completed as rapidly as possible but in any case within six (6) months of receipt of all necessary construction permits, authori- zations, utility agreements and contributions -in -aid. H. Grantee reserves the right to reduce or eliminate the costs set forth in Section 7.02. 7.03 Construction Progress Reports. The Grantee shall fur- nish Commission with monthly written progress reports, in a for- mat approved by Commission, detailing construction progress., indicating its compliance with the construction schedule and spe- cifying the reasons for any delay therein. 7.04 Construction Delays. A. Grantee shall notify Commission of any delay in the construction of System. Unless Commission notifies Grantee -39- that the delay is unreasonable, the Grantee shall be entitled to the delay specified in its notice. If notice is given by Commission, there shall be a further review between Commission and Grantee and no extension shall then be deemed to be granted unless approved by Commission. B. The timetable for line extension and construction. within the Initial Service Area may be amended only on appro- val of the Commission. Such approval shall be given only in the event of circumstances beyond the reasonable control of Grantee as determined by Commission or acts of God as deter- mined by Commission. 7.05 Construction Codes and Permits. Grantee shall obtain all necessary permits from City before commencing construction of System, including the opening or disturbance of any Street, or private or Public Property within City. Failure to obtain such permits is a violation of this Franchise. Grantee shall strictly adhere to all building and zoning codes currently or hereafter applicable to construction, operation or maintenance of System in City. Grantee shall arrange its lines, cables and other appur- tenances, on any Street or Public Property or private property, in such a manner as to cause no unreasonable interference with the use of said Street or Public Property or private property by any person. In the event of such interference, City may require the removal of Grantee's lines, cables and appurtenances from the property in question at no expense to City. If City determines am to require the removal of Grantee's lines, cables and appurtenan- ces, 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 City Council regarding this requirement. Failure to comply with this Section 7 shall be deemed a violation of this Franchise and be subject to the provi- sions of Section 10 of this Franchise. 7.06 Repair of Streets, Public Property and Private Property. Any and all Streets or Public Property or private property which are disturbed or damaged during the construction, repair, repla- cement, relocation, operation, maintenance or reconstruction of the System shall be promptly repaired by Grantee, at its expense to as good as condition as that prevailing prior to Grantee's construction, in the opinion of Commission and affected city. 7.07 Use of Existing Poles. Grantee shall not erect, for any reason, any pole on or along any Street in an existing aerial utility system without the advance written approval of City. Grantee shall exercise best efforts to negotiate the lease of pole space and facilities from the existing pole owners for all aerial construction, under mutually acceptable terms and con- ditions. 7.08 Undergrounding of Cable. Cables shall be installed underground at Grantee's expense where both the existing telephone and electrical utilities are already underground. Previously installed aerial cable shall be placed underground in -41- concert, and on a cost-sharing basis, with other utilities, when both the telephone and electrical utilities convert from aerial to underground construction. At a minimum, Grantee shall place cable underground in newly platted areas in concert with both the telephone and electrical utilities, unless this requirement is waived by City and Commission. 7.09 Restrictions and Obligations Regarding Street Rights. The following restrictions and obligations in the use or construction on Streets shall be complied with by Grantee not- withstanding the grant to use Streets made by the Franchise: A. Nothing in this Franchise shall be construed to prevent City from constructing, maintaining, repairing or relocating sewers; grading, paving, maintaining, repairing, relocating and/or altering any Street; constructing, laying down, repairing, maintaining or relocating any water mains; or constructing, maintaining, relocating, or repairing any sidewalk or other public work. All such work shall be done, insofar as practicable, in the opinion of City, 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 or relocation, maintenance or repair of any Street or public improvement, whether it be construction, repair, maintenance, removal or relocation of a sewer, public sidewalk, or water main, Street -42- or any other public improvement, thirty (30) days notice shall be given to Grantee by City 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 City so that the same shall not interfere with the said public work of the City, as determined by City, and such removal or replacement shall be at the expense of 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 in accordance with Section 7.07 of this Franchise. C. Notwithstanding the grant to use Streets, no Street shall be used by Grantee if the City in its sole opinion determines that such use is inconsistent with the terms, con- ditions or provisions by which such Street was created or dedicated, or presently used. D. If the City shall make improvements or changes on all or any part of Streets, sewer, water main or public sidewalk, 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 City, proceed to alter, change, vacate or remove from the right-of-way or easement an part of the System necessary to conform with y I- -43- said City improvements or changes without cost whatsoever to the City. E. All construction or use of Streets by Grantee shall be in conformance to the then applicable ordinances of City. 7.10 Trimming of Trees. Grantee shall indemnify and hold harmless Commission and City and their officers, boards, com- missions, elected officials, agents and employees at all times during the term of this Franchise against any and all costs, damages, penalties, expenses, claims, suits, actions, liability and legal or equitable judgments for damages or other relief, as a result of Grantee's trimming of any trees throughout the life of this Franchise. 7.11 Street Vacation or Abandonment. In the event any Street or portion thereof used by Grantee shall be vacated by City or the use thereof discontinued by Grantee, during the term of this Franchise, Grantee shall at Grantee's expense forthwith remove its facilities therefrom unless specifically permitted by City 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 be required by City. In the event of failure, neglect or refusal of Grantee, after thirty (30) days notice by City to remove the facilities or to repair, restore, reconstruct, improve or maintain such Street portion, City may do such work or cause it to be done, and the cost thereof as found and declared -44- by City shall be paid by Grantee as directed by City and collec- tion may be made by any available remedy. 7.12 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 this Franchise, in order lawfully to move a large object, vehicle, building or other structure over the streets of City,! -upon two (2) weeks notice by City to Grantee, Grantee shall move at the expense of the person requesting the temporary removal such of his facilities as may be required to facilitate such movements. Additionally, any service disruption provisions of this Franchise shall not apply in the event that the removal of Grantee's wires, cables, poles or other facilities results in temporary service disruptions; however, Grantee shall give reasonable notice to subscribers by providing written notice at least five (5) days in advance of the scheduled interruption. -45- SECTION 8. OPERATION AND MAINTENANCE. 8.01 Open Books and Records. Grantee shall maintain an office and studio within the Cable Service Territory and manage all of its operations in accordance with a policy of totally open books and records. Commission and City shall have the right to inspect, upon seventy-two (72) hours written notice, at any time during normal business hours all books, 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 and in relevant part, any materials of any parent company, subsidiary or affiliate of Grantee which relate to the operation of this Franchise. Access to the aforementioned records shall not be denied by Grantee or any parent company, subsidiary or affiliate on the basis that said records contain "proprietary" information. Grantee shall keep a record of all requests for service. In any event, any proprietary information which could place Grantee at a com- petitive disadvantage as determined by a third party mutually agreed upon by Grantee and Commission, or personnel records other than job descriptions, shall be deemed private, non-public or confidential within the meanings of the Minnesota Government Data Practices Act and shall be treated accordingly. Should any questions arise concerning the accuracy of Grantee's sworn finan- cial statement, Commission and City shall have the right, in their sole discretion, to require an audited financial statement -46- be provided by Grantee within a reasonable period of time after notice of such requirement. 8.02 Communications with Regulatory Agencies. Copies of all petitions, applications, communications and reports submitted by Grantee or on behalf of or relating to 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 System construction and operations authorized pursuant to this Franchise shall also be submitted' simultaneously to Commission. Copies of responses from the regu- latory agencies to Grantee shall likewise be furnished simulta- neously to Commission. 8.03 Annual Reports. A. Within one hundred twenty (120) days of the end of its fiscal year, including the year in which the Franchise becomes effective, Grantee shall file with Commission eight (8) copies, -with a copy to the City, the following: 1. A sworn financial statement including a state- ment of income, revenues, operating expenses, capital expenditures, depreciation with an attached depreciation schedule, interest paid, taxes paid and balance sheets. 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. -47- 3. A copy of each document filed with all federal, state and local agencies during the preceding fiscal year and not previously filed with Commission. 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. A statement listing all equipment of Grantee which will be utilized by more than one (1) cable system. B. city, Commission, and their agents and represen- tatives shall have authority to arrange for and conduct an inspection of and copy the books and records of Grantee and its equipment. Grantee shall first be given seventy-two (72) hours written notice of the inspection request, the descrip- tion of and purpose for the inspection and description, to the best of Commission's ability, of the books, records, documents and equipment it wants to inspect. Access to the aforementioned records shall not be denied by Grantee on the basis that said records contain "proprietary" information. In any event, personnel records and any proprietary infor- mation which could place Grantee at a competitive disadvan- tage as determined by Commission, other than job descriptions, shall be deemed private, non-public or con- fidential within the meanings of the Minnesota Government -43- Data Practices Act and shall be treated accordingly. 8.04 Monitoring and Compliance Reports. No later than the time period described in Section 8.03(A), 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 Commission, in accordance with Section 5.05, reports of the tests and compliance procedures established by this Franchise, no later than ten (10) days after the completion of each series of tests. 8.05 Additional Reports. Grantee shall prepare and furnish to Commission or City, at the times and in the form prescribed, such additional reports with respect to its operation, affairs, transactions or property, which, in the discretion of the Commission or City, are reasonably necessary. 8.06 Maintenance and Complaints. A. Grantee shall maintain an office within the CST which shall -be open during all usual business hours, have a publicly listed toll-free telephone, and be so operated as to receive subscriber complaints and requests for repairs or adjustments on a twenty-four (24) -hour -a -day, seven (7) -day -a -week basis. The local office shall be opened and the publicly listed toll-free telephone number made available at the time Grantee commences construction. A written log shall be maintained listing all complaints and their disposi- tions. -49- 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 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 tech- nicians that shall respond to subscriber complaints or requests for service within twenty-four (24) hours after receipt of the complaint or request except in the case of unforseen circumstances or Acts of God as determined by Commission. All technical employees of Grantee working out- side of Grantee's office shall be uniformed and clearly iden- tified as employees of Grantee. All complaints shall be resolved within seven (7) days, to the extent reasonable. Except where the subscriber has damaged the System's equip- ment, the subscriber's account shall be credited on a pro rata basis if without service for any reason for a period exceeding twenty-three (23) hours. D. All employees or subcontractors of Grantee who come into face-to-face contact with potential subscribers or the general public shall wear a photo identification card at all times. All vehicles used by Grantee or a subcontractor for System construction or maintenance shall be clearly iden- tified and bear the local telephone number of Grantee. -50- E. In the event that subscriber does not obtain satis- factory resolution of his/her complaint through the above procedures, such subscriber shall have recourse to refer the complaint to Commission to assist in resolution of the complaint. F. City and Commission shall ensure that all subscri- bers, access programmers and members of the general public have recourse to Commission, including, at the discretion of the Commission, a public hearing before the Commission, of any complaints, where there is evidence thatGranteehas not settled the complaint to the satisfaction of the person ini- tiating the complaint. 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, employees of Grantee, and public or private property. 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 that they will not interfere with any installations of City or any public utility. C. All lines, equipment and drops in, over, under and -51- upon the streets and private property within the City, 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. 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 must receive approval from Commission of the form and content of any 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 written approval of commission. Such approval shall not be unreasonably with- held by Commission. The service contract shall include, at a minimum, a schedule of all rates and charges, description of services, instructions on the use of the System, billing and collection practices. C. After obtaining Commission approval, Grantee shall submit the subscriber service contract to the Minnesota Attorney General's office for a determination as to the contract's compliance with the Minnesota Plain Language Act. If the contract is certified by the Minnesota Attorney General, the Grantee may enter into service contracts with -52- subscribers without further alteration or approval. If the Minnesota Attorney General's office does not cer- tify the contract, the Grantee shall make such alterations as are indicated and shall resubmit the contract to the Commission for the Commission's approval prior to resub- mission to the Minnesota Attorney General's office for cer- tification. Such certification shall occur prior to entering into any such service contracts with subscribers. Failure by Minnesota Attorney General's office to respond to the request for certification within forty-five (45) days shall relieve Grantee of the requirement to obtain certification. D. The service contract shall further contain a state- ment as follows: In establishing and enforcing rates, charges, service facilities, rules, regulations, or other matters relating to subscribers, the cable Grantee will not give preference or advantage to any person, or subject any person to prejudice or disadvantage, with the following exceptions: 1. The Grantee will waive the standard installa- tion charge on the Universal Tier and offer a fifteen percent (15%) discount on the monthly service charge for Basic service if the head of the household is sixty-five (65) years of age or older or is handicapped and the -53- total household income is not greater than one hundred thirty percent (1300) of the applicable federal poverty level. For the purposes of this Section, total house- hold income means the annual income from all sources for the calendar year preceding each January lst of the head of household who is sixty-five (65) years of age or older or is handicapped, his or her spouse, and any family members residing in the residence of the said head of household. It shall be the obligation of the subscriber to provide written evidence of his or her eligibility. 2. The Grantee may make special contracts for tax exempt non-profit charitable organizations. 3. The Grantee may offer bulk rate discounts for multiple dwellings. 4. The Grantee may waive or discount certain charges -or rates provided such waiver or discount is uniform and available to all similarly situated subscri- bers. E. Grantee shall have authority to promulgate such rules, regulations, terms and conditions governing the con- duct of its business as shall be reasonably necessary to enable Grantee to exercise its rights and perform its obliga- tions under this Franchise and assure an uninterrupted ser- vice to each and all of its subscribers, provided, such -54- rules, regulations, terms and conditions shall not be in conflict with the provisions of the Franchise, ordinances rules or procedures of City and Commission, and laws of the State of Minnesota or the United States. F. The subscriber contract shall contain instructions on filing complaints or otherwise obtaining information or assistance from Grantee and that in the event that subscriber does not obtain satisfactory resolution of his/her complaint through the procedures set forth in the subscriber contract, such subscriber shall have recourse to refer the complaint to the Commission to assist in resolution of the complaint. G. The term of a subscriber contract shall not be for more than twelve (12) months duration. Nothing in this Paragraph shall exclude Grantee from entering into subscriber. contracts, by reason of a line extension policy, for a term longer than twelve (12) months, but, in any event, no longer than three'(3) years. 8.09 Subscriber Practices. A. There shall be no charge for disconnection of any drop. 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, provided, however, that such disconnection shall not be effectuated until after the later of (i) thirty (30) days after the due date of said delinquent fee or charge or (ii) ten (10) days � 1 -55- after delivery to subscriber of written notice of the intent to disconnect. If a subscriber pays before expiration of the later of (i) or (ii), Grantee shall not disconnect. After disconnection, upon payment in full of the delinquent fee or charge and the payment of a reconnection charge, Grantee shall promptly reinstate the subscriber's cable service. B. Refunds to subscribers shall be made or determined in the following manner: 1. If Grantee fails, upon written request by a subscriber, to provide any service then being offered by Grantee, Grantee shall refund within thirty (30) days of written request for refund by subscriber, all deposits or advance charges paid for such service 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 ser- vice because of failure of Grantee to render the service in accordance with this Franchise, Grantee shall refund within thirty (30) days to such subscriber the pro rata share of the charges paid by the subscriber for the ser- vices not received. This provision does not relieve Grantee of liability established in other provisions of this Franchise. -56- C. If any subscriber terminates any monthly service prior to the end of a prepaid period, a pro rata share of any prepaid subscriber service fee, using the number of unexpired prepaid days as a basis, shall be refunded to the subscriber within thirty (30) days by Grantee. D. Continued failure by Grantee to provide services proposed by it may, in the discretion of the Commission, be cause for imposition of a liquidated damage, or other appli- cable remedy. 8.10 Rates and Other Charges. A. All rates and charges which legally may be regu- lated shall be subject to regulation by Commission, in a manner to be determined by Commission. In the absence of any Commission action taken to exercise rate regulation, Grantee shall be subject to the rate regulation provisions provided herein, and of the state or its agencies that may from time to time be applicable. B. Rates and charges charged by Grantee for monthly service and installation and other charges hereunder shall be uniform, fair and reasonable within each use and time cate- gory and shall be designed to meet all necessary costs of service, including a fair rate of return on the original cost, less depreciation assuming efficient and economical management, of the properties devoted to such service. In addition, the standards to be considered by Commission in -57- Sections 8.11(D)(1-10) shall be applicable in the establish- ment of rates under this section. . C. Rates and charges are set forth in Appendix G. Grantee shall maintain rates for all service's constant until nine (9) months after completion of construction of Initial Service Area unless the rate increase request is to cover additional costs incurred by the Grantee pursuant to a request by the Commission for new or additional services. The date of completion of construction shall be determined by the Commission. This guaranty applies to installation charges, pay-cable, all service tiers, commercial charges and any other rate or charge of Grantee for its services 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 subscriber, Grantee may charge according to its actual cost for time and material. E. Nothing herein shall limit the authority of the Commission to regulate any rate when such regulation is not specifically prohibited or preempted by federal or state law or regulation. F. Notwithstanding the rates and charges of Grantee set forth in Appendix G of this Franchise, Grantee may offer both its initial and additional installation services to -58- subscribers at uniformly applied reduced rates. 8.11 Rate Changes. At any time after nine (9) months after completion of the initial service area, or whenever there are costs incurred by Grantee as a result of a request by Commission, a change in any regulated rate, when not inconsistent with appli- cable requirements of the FCC, the Board, or other lawful authority, may be initiated by Commission or Grantee. Any such rate change shall be subject to approval by Commission in accor- dance with the provisions of this section and the following paragraphs. A. No rate change may be made without approval by majority vote of the Commission. B. No rate change shall be approved that would result in different rates or charges for service to similarly situated subscribers within the boundaries of the then existing Member Cities in the sole opinion of Commission. C. No rate or charge change that in the opinion of Commission is substantial, will be approved unless all of the standards and prerequisites for review have been met and complied with and determinations have been made, all pursuant to this section. 0. The criteria for reviewing a proposed rate change will include at least the following except when the change is required by FCC or Board and further review is not deemed applicable by Commission. -59- 1. The ability of Grantee to render System ser- vices 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 service offered by Grantee; 4. A fair rate of return on net investments. In determining this, the Commission shall use as cost the amount set forth in Grantee's offering, the value of work in progress and depreciation. Any overages in construction cost from Grantee's offering shall be described and Grantee shall have the burden of justifying the need to consider such overages in eva- luation and determination of the request for a rate change. 5. A fair rate of return with respect to invest- ments having similar risks to that of providing cable communication services. 6. 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; 9. Such other factors as Commission may deem reasonably relevant. . 1 -60- 10. Shared use of operations and services with other cable systems. E. In any proceeding, -the Commission may exclude from the accounts of Grantee any payment or compensation to parent or an affiliated interest for any services rendered or pro- perty or service furnished unless Grantee shall establish the reasonableness of such payment or compensation. In such pro- ceeding, such payment or compensation may be disapproved or disallowed by the Commission, in whole or in part, unless satisfactory proof is submitted to Commission of the cost to the parent affiliated interest of rendering the service or furnishing the property or service. F. No rate increase request shall be approved until nine (9) months after construction of the initial service area is completed, as determined by Commission. G. The procedures to be followed in changing a rate or charge shall include at least the following: 1. A proposal for a rate change will be submitted to Commission and a copy filed with the Board. 2. The proposal shall be supported by statistical and other proof indicating that the existing rate or charge is inadequate and unreasonable and that the pro- posed increases are required to enable the Grantee to render service to fulfill its obligations under this Franchise and to derive a reasonable profit therefrom. -61- 3. The application shall include (or Grantee shall provide at the request of Commission) such infor- mation as determined by Commission including financial information with at least the following from Grantee and its parent company, its subsidiaries and affiliates, 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 expen- ses, income, assets and other items as may be required by Commission; e. Statement of current and projected subscribers; f. A current list of rates and charges of similar Systems, owned or operated by Grantee or its parent corporation or other subsidiaries or affiliates of its parent corporation; 9- A current list of rates and charges for other systems in the seven county metropolitan area; h. Statement setting forth any shared use of System equipment or service with other cable systems. -62- 4. Commission will notify the Grantee, City and the Board and schedule a public hearing at least forty- five days after notice to City of receipt of the appli- cation and the determination by Commission of its completeness. Commission may extend time for receipt of evidence and hiring and reporting of 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. Commission will publish notice ten (10) days prior to hearing in its official newspaper, and the official newspaper of each Member City. 5. After closing the public hearing, Commission will have six (6) weeks within which to make its deter- mination. Any approved change in rates or charges shall become effective upon the date determined by Commission, but in no event shall that date be later than three (3) months after the close of public hearings. 6. If Commission fails to approve the requested change'of rates or charges within the six (06) week period, City or Grantee may initiate arbitration pur- suant to the arbitration section of this Franchise. H. Commission may utilize a rate consultant to advise it on proposed rate changes and to assist it in maintaining -63- uniform rates within the rate territory. A rate consultant shall be any person who has sufficient background and experience, in the sole opinion of Commission, to properly evaluate and analyze rates and charges. The reasonable expense of any rate consultant shall be borne by Grantee to the extent allowable under applicable law. I. All costs for the review of an application for a rate or charge change shall be paid by Grantee upon demand of Commission to the extent allowable under applicable law. The cost shall include, but not be limited to, attorneys' fees, and the reasonable value of services (as determined by Commission) rendered by Commission or any of Commission's or City's employees, agents or representatives. J. Any requirements of this Section may be waived if Commission and Grantee consent. 8.12 Periodic Evaluation. The field of cable communications is a relatively new and rapidly changing one which may see many regulatory, technical, financial, marketing and legal changes during the term of this Franchise. Therefore, in order to pro- vide 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. Commission hereby is given the right to adopt rules and regulations controlling the procedures as set forth below and subjects for evaluation sessions. In the absence of any -64- Commission action taken to exercise these rights, Grantee shall be subject to at least the procedures and subjects described in this section. B. Commission may require, at its sole discretion, reasonable evaluation sessions at any time during the term of this Franchise and, in addition, such evaluation sessions shall be conducted at such times as required by federal or state law. At a minimum, such evaluation sessions shall be conducted by Commission in the second year after completion of construction of the Initial Service Area and thereafter, every three (3) years or at the request of the Commission, City, or Grantee. C. All evaluation sessions shall be open to the public and notice of sessions published in the official newspaper of the Commission and the then existing Member Cities. Grantee shall notify its subscribers of all such sessions by announ- cement on at least two (2) channels 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 evaluation, Commission 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 Commission. All reasonable consultant fees and costs shall be paid by Grantee to the extent allowable under appli- cable law. Such costs are considered additional and are not cri-M to be reimbursed from franchise fees collected. E. Unless additional topics are agreed upon by Grantee and Commission, topics which may be discussed at any eva- luation session include: 1. Computer uses; 2. Service rate structures; 3. Interconnection; 4. Franchise fees; 5. Penalties; 6. Free or discounted services; 7. Application of new technologies; 8. System performance; 9. Services provided; 10. Programming offered; 11. Access channels, facilities and support; 12. municipal uses of cable; 13. Use and promotion of institutional network; 14. Local origination; 15. Customer complaints; 16. Privacy; 17. Amendments to this Franchise; 18. Judicial rulings; 19. Board rulings; 20. FCC rulings; 21. Line extension policies; 9= 22. Insurance; 23. Grantee rules; 24. Commission rules; 25. City rules. 26. Construction of a separate institutional net- work; 27. The need for providing installations and contractual arrangements for additional data bases and for additional bandwidth for data transmission on the subscriber (and institu- tional) network. F. During an evaluation by Commission, Grantee shall fully cooperate with Commission and shall provide without cost such information and documents as Commission may request to reasonably perform the evaluation. G. If at any time during its evaluation, or at any other time, Commission 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 Commission in performing such testing and shall prepare results and the report prepared by Grantee shall include at least: 1. A description of the problem in System perfor- mance which precipitated the special tests. -67- 2. What System component was tested. 3. The equipment used and procedures employed in testing. 4. The method, if any, by which such System per- formance problem was resolved. 5. Any other information pertinent to said tests and analyses which may be required by Commission, or determined when the test is performed. Commission may require that tests be supervised at Grantee's expense by a consultant designated by Commission. The con- sultant shall sign all records of special tests and forward to Commission such records with a report interpreting the results of the tests and recommending actions to be taken. H. As a result of an evaluation session, Commission or Grantee could determine that a change in the terms of this Franchise may be required, that the System or Franchise requirements should be updated, changed, or that additional services should be provided. If the change is consistent with the terms of this Franchise, the needs of the Member Cities and existing state-of-the-art (or due to regulatory, technical, financial, marketing, inflation or legal requirements) and implementation of a change would not unreasonably add to the cost of providing cable com- munications services, Grantee and Commission will, in good faith, negotiate the terms of the change and any required modification to this Franchise. The results of such nego- tiation will be reported to the then existing Member Cities, together with the Commission's recommendations, including any required ordinance amendment. Upon adoption of the ordinance amendment, if one is required, or approval of Member Cities if an ordinance amendment is not required, the change will become effective and Grantee shall accept same. In the event Grantee fails to accept a change or refuses to negotiate a requested change of the Commission, the Commission may enforce the procedures of this section by any available remedy. Moreover, to the extent not inconsistent with any other provisions of this Franchise, if the cost involved in such modification is significant, the Grantee will be eli- gible to apply 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 offered on System requested by a subscriber or access programmer, Grantee shall, after adequate notification and being afforded the opportunity to provide the service, refund within thirty (30) days after written request for refund by subscriber, all deposits or advance charges paid for the service in question by said subscriber or access programmer. R. 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 within thirty (30) days after written request for refund by subscriber, to such subscriber an amount equal to the installation or reinstallation 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. C. If any subscriber terminates, for any reason not specified in Section B above, 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 within thirty (30) days. J -70- SECTION 9. FRANCHISE FEES. 9.01 Amount. Consistent with Section 14.01 of this Franchise, Grantee shall pay five percent (5%) of all Gross Revenues as a Franchise fee to be collected by the Commission. Grantee shall cooperate with and assist Commission in.securing any required waiver from the FCC. Until the Franchise fees paid pursuant to this Section are greater than the costs of admi- nistration, the Grantee shall annually pay to the Commission as franchise fees an amount equal to the actual costs of the admi- nistration of the Franchise as determined by the Commission. The amounts so paid which constitutes the difference between the actual costs of administration and five (5) percent of all Gross Revenues, plus nine percent (90) interest, compounded annually, commencing upon date advance is paid, shall be credited against the annual Franchise fee of five percent (5%) of Gross Revenues. in equal installments over a six (6) year period beginning with the sixth anniversary of the Franchise award. Nothing in this Section 9.01 shall be construed to prohibit Commission from paying back any advance payments prior to such time as set forth above and no interest shall be due in excess of that accrued as of date of pay -back. Franchise fees pursuant to this Section 9.01 collected in excess of the amount needed for the Commission's annual budget shall be distributed pursuant to the then -existing Joint and Cooperative Agreement establishing the Commission. -71- 9.02 Payment Periods. Payments due Commission under this provision shall be computed quarterly for the preceding quarter, as of March 31, June 30, September 30 and December 31. Payments shall be due and payable no later than forty-five (45) days after the dates listed in the previous sentence. Each payment shall be accompanied by a brief report showing the basis for the com- putation and such other relevant facts as may be required by Commission or City. 9.03 Recourse in Event of Partial Payment. No acceptance of any payment shall 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 City or Commission may have for further or additional sums payable under the provi- sions of this Franchise. All amounts paid shall be subject to audit and recomputation by City or Commission. -72- SECTION 10. REMEDIES, DEFENSES, INSURANCE. 10.01 Laws Governing. It is intended that this Franchise be governed by and construed in accordance with the laws of the State of Minnesota. It is not intended that the delineation herein of specific remedies will be exclusive and the Grantee, City and Commission are entitled to pursue any appropriate, valid and existing remedy that may thus be available. 10.02 Venue. The District Court of Dakota County or the U.S. District Court for the State of Minnesota shall have exclusive jurisdiction with regard to the pursuit of any remedy requiring Court determination. 10.03 General Provisions Regarding Remedies. A. City and Commission assume no liability, including costs and attorney's fees, by reason of the granting of this Franchise and for assuming the obligations of its ongoing administration and enforcement. Further, any information, maps, advice, opinion, or assistance that may be provided by City or Commission shall not obligate City or Commission as to its accuracy. There is no warranty, either express or implied, as to accuracy and Grantee specifically will hold City and Commission and their officers, agents, employees and representatives harmless from liability, including costs and attorney's fees, or any claim made as a result of any infor- mation, maps, opinion, advice or assistance that either City or Commission may provide in the granting of this Franchise -73- or at any time throughout the term of this Franchise. 13. All rights and remedies given to City or Commission 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 City or Commission, at law or in equity, and such rights and remedies shall not be exclu- sive, but each and every right and remedy specifically given by this Franchise or otherwise existing or given may be exer- cised from time to time and as often and in such order as may be deemed expedient by City or Commission, and the exercise of one (1) or more rights or remedies shall not be deemed a waiver of the right to exercise at the same time or thereafter any other right or remedy. No delay or omission of City or Commission 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 City or Commission shall not release Grantee from its obligations or any liability under this Franchise. C. In addition to all other remedies granted or available to City or Commission, City or Commission 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 per- formance by Grantee of any term or provision of this -74- Franchise. D. To the extent any provision of the Offering or rules of Board are not specifically set out in this Franchise or not validly incorporated herein by reference, City, from time to time, may amend this Franchise to include such provi- sion 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. E. Except as provided in Section 14.07 of this Franchise, Grantee agrees that it will not, at any time, set up against City or Commission in any claim or proceeding, any condition or term of this Franchise as unreasonable, arbitrary, void or that City or Commission had no power or authority to make such term or condition, but shall be required to accept the validity of the terms and conditions of this Franchise in their entirety. F. In case of any dispute or question as to the meaning, interpretation or application of any term, provision or condition of this Franchise, Commission, in its reasonable discretion, shall resolve such dispute or question. (3. City reserves the right to delegate and redelegate from time to time any of its rights or obligations under this -75- Franchise to any body or organization. Any delegation by City shall be effective upon written notice by City to Grantee and Commission of such delegation. Upon receipt of notice by Grantee and Commission of City's delegation, Grantee shall be bound by all terms and conditions of the delegation, revocation or redelegation, no matter how often made, and such delegation shall not be deemed an amendment to this Franchise or require any consent of Grantee. 10.04 Bonds. A. At the time the Franchise becomes effective and at all times thereafter, until the Grantee has liquidated all of its obligations with the City and Commission, the Grantee shall furnish and file with the Commission a performance and payment bond which relates to System or a performance and payment bond together with such other security as is approved by the Commission. The bond shall relate to the entire System and shall run to the Commission on behalf of all Member Cities in the sum of Five Hundred Thousand Dollars ($500,000.00) or such lesser amount as the Commission, in its sole discretion, determines necessary to adequately assure the construction of the System and performance of the Franchise as contemplated herein. The bond shall be con- ditioned upon the faithful performance of the Grantee of all the terms and conditions of this Franchise. The rights reserved by the Commission with respect to the bond or other -76- security are in addition to all other rights the Commission or City may have under the Franchise or any other law. At the time of acceptance, Grantee shall provide documentation to Commission that all requirements of this Section will be met. B. Following the completion of all construction con- templated by this Franchise in the Initial Service Area, said bond referred to in (A) above may be reduced by Commission. 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, Grantee shall, prior to construction thereof, file with the Commission an additional bond in the amount determined by the Commission. Said bond shall run to the Commission on behalf of all Member Cities in the sum of an amount equal to the estimated construction cost or such lesser amount as the Commission, in its sole discre- tion, determines necessary to adequately assure construction. C. The bonds set forth in this section shall be sub- ject to the approval of the Commission. D. 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 Commission, by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew." E. Any bond that is provided pursuant to this section M&M shall be consistent with Minnesota law, issued by a company authorized to do business in Minnesota and subject to collec- tion by City or Commission within the State of Minnesota. 10.05 Contractor's Bond. The grant of this Franchise Ordinance is not required to be accompanied by the receipt of a Contractor's Bond, as contemplated by Minnesota Statutes Section 574.26. However, in the event that it is determined that such bond is required by Minnesota Statutes, Grantee will furnish the required bond. 10.06 Security Fund. A. At the time this Franchise becomes effective, Grantee shall deposit into a bank account, established by Commission on behalf of all Member Cities, and maintain on deposit through the term of this Franchise, the sum of Fifty Thousand Dollars ($50,000.00) as a common security fund for the faithful performance by it of all the provisions of this Franchise and all other franchises which combine to make up the System, and compliance with all orders, permits and directions of any Member City or Commission, and the payment by Grantee of any claim, liens and taxes due City which arise by reason of the construction, operation or maintenance of the System. Interest accrued on this deposit shall be paid to Grantee on a quarterly basis provided that all require- ments of this Section have been complied with by Grantee. Provision shall be made to permit the Commission to withdraw own funds from the security fund. Grantee shall not use the security fund for other purposes and shall not assign, pledge or otherwise use this security fund as security for any pur- pose. The Commission may deduct an appropriate amount from the security fund after thirty (30) days notice of default of any Franchise provision has been given to Grantee by City or Commission. Commission reserves the right, in its sole discretion, to reduce the required amount of the security fund. B. Within thirty (30) days after notice to it that any amount has been withdrawn by Commission from the security fund pursuant to (A) of this section, Grantee shall deposit a sum of money sufficient to restore such security fund to the required amount. Provided, however, that Grantee shall not be required to restore such security to the required amount so long as the matter precipitating the withdrawal is the subject of arbitration pursuant to Section 10.09 of this Franchise. C. If Grantee fails to pay to City any taxes due and unpaid; or, fails to repay to City, any damages, costs or expenses which 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 City or Commission, to comply with any provision of the Franchise which City or Commission reasonably deter- -79- mines can be remedied by an expenditure of the security, Commission or City may then seek to withdraw such funds from .the security fund. 10.07 Penalties from Security Fund. In addition to any other remedies provided in this'Section 10, penalties for violations of this Franchise ordinance are set forth below. In the event that the violations identified below occur and are not corrected by Grantee within the time periods specified in paragraphs A -H below, the penalties may be greater than the sums delineated herein and the penalties stated below shall not be deemed the exclusive remedy of Commission or City. As a result of any acts or omissions by Grantee pursuant to the Franchise, Commission may charge to and collect from the security fund the following penalties: A. For failure to complete System construction in accordance with the Grantee's Initial Service Area plan, unless Commission approves the delay, the penalty shall be Two Hundred Dollars.($200.00) per day for each day, or part thereof, such failure occurs or continues. B. For failure to provide, after ten (10) days notice, data, documents, reports or information or to cooperate with the Commission or Cities during a renewal process or System review, the penalty shall be Fifty Dollars ($50.00) per day. C. For failure to comply with any of the provisions of this Franchise after ten (10) days notice, for which a am= penalty is not otherwise specifically provided, the penalty shall be Fifty Dollars ($50.00) per day. D. For failure to test, analyze and report on the per- formance of the System following a request by the Commission and after ten (10) days notice, the penalty shall be Fifty Dollars ($50.00) per day. E. For failure by Grantee to modify the System or to provide additional services within the time required by the Commission following a periodic evaluation session, the penalty shall be Two Hundred Dollars ($200-00) per day. F. For failure of Grantee to comply with the construc- tion, operation or maintenance standards thirty (30) days following notice from the Commission, the penalty shall be Two Hundred Dollars ($200.00) per day. G. For failure to provide, after ten (10) days notice, the services Grantee proposed, the penalty shall be one Hundred Dollars ($100.00) per day. H. For failure to comply with all conditions of City permits to disturb streets, fix streets, or other terms or conditions of City, the penalty shall be Fifty Dollars ($50.00) per day.. I. Commission, in its sole discretion, may stay or waive the imposition of any penalties set forth above upon its finding that such failures or delays are a result of acts of God or circumstances beyond the reasonable control of Grantee. 10.08 Procedure for Imposition of Penalties Set Forth in Section 10.07. Whenever Commission finds that Grantee has violated one (1) or more terms, conditions or provisions of this Franchise, a written notice shall be given to Grantee informing it of such violation or liability. Grantee may, within ten (10) days of notice, notify Commission that there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by Grantee to Commission shall specify with particularity the matters disputed by Grantee. A. Commission shall hear Grantee's dispute at its regularly scheduled meeting. Commission shall supplement the decision with written findings of fact. B. Upon.a determination by Commission that a violation or liability exists, Commission may withdraw appropriate sums from the security fund. Grantee shall pay all costs asso- ciated with the hearing to the extent allowable under appli- cable law. C. The security fund deposited pursuant to this sec- tion shall become the property of Commission 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 -82- earlier date, provided that there is then no outstanding default on the part of Grantee. D. The rights reserved to Commission with respect to the security fund are in addition to all other rights of Commission or City 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 Commission or City may have. 10.09 Procedures Applicable to Arbitration. Except as other- wise provided in this Franchise, the Commission is hereby authorized and empowered to adjust, settle or compromise any controversy or change arising from the operation of Grantee under this Franchise in the best interest of the public. Either City, Member Cities or Grantee, when dissatisfied with the decision of Commission, may appeal the matter to arbitration for hearing and final determination. In any controversy or dispute, Commission may proceed as follows: A. Arbitration shall commence and proceed according to applicable Minnesota law except as follows: 1. The Grantee and Commission each shall, within fifteen (15) days of the decision to proceed to arbitra- tion, appoint one (1) arbitrator. Arbitrators shall each agree upon the selection of a third arbitrator, similarly qualified, within fifteen (15) days after appointment of second arbitrator. -83- 2. Within thirty (30) days after appointment of all arbitrators and upon ten (10) days written notice to parties, the arbitrators shall commence a hearing on the dispute. 3. The hearing shall be recorded and may be transcribed at the request of either party. Costs of such transcript shall be borne by requesting party. Requesting party shall furnish one copy of such transcripts to each party involved in this arbitration. All hearing proceedings and debates, except arbitrator's deliberations shall be open to the public and at such time and places as contained in the notice or as thereafter publicly stated in the order to adjourn. 4. At the close of the hearings and within thirty (30) days, the arbitrators shall prepare written fin- dings and make a written decision agreed upon by a majority of the arbitrators which shall be served by mail upon the parties. 5. The decision of a majority of the arbitrators shall be binding upon both parties except that City may, in its sole discretion and without any penalty or cost to City or Commission of any kind, withdraw an offer to purchase System within ninety (90) days of receipt of the final decision of a majority of the arbitrators, if the arbitration relates to purchase by City of System. -84- 6. Either party may seek judicial relief to the extent authorized under Minnesota Statutes §572.09 and §572.19 as the same may be amended, and, in addition, under the following circumstances: a. A party fails to select an arbitrator; b. The arbitrators fails to select a third arbitrator; C. one (1) or more arbitrator is unqualified; d. Designated time limits have been exceeded; e the arbitrators have not proceeded expeditiously; or 7. In the event a Court of competent jurisdiction determines the arbitrators have abused their discretion, it may order the arbitration procedure repeated and issue findings, orders and directions, with costs of suit to be awarded to the prevailing party. 8. All costs of arbitration shall be borne by the Grantee unless otherwise ordered by the arbitrators. 10.10 Damages and Defense. A. Grantee shall hold harmless City and Commission for all damages and penalties as a result of the exercise of this Franchise, by Grantee, its officers, employees, or agents, and subcontractors of Grantee and said subcontractors, offi- -35- cers, employees or agents. These damages and penalties shall include, but shall not be limited to, damages arising out of personal injury, property damage, copyright infringement, defamation, antitrust, 42 U.S.C. Section 1983, actions, errors and ommission, theft, fire, 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. B. To the extent allowable by applicable law, Grantee shall pay all additional expenses incurred by City or Commission in defending itself with regard to all damages and penalties mentioned in Section (A) above. These additional expenses shall include all extra expenses, such as attorneys' fees, incurred by City or Commission. Additional expenses, such as attorney's fees, paid by Grantee under this Section 10 shall not constitute administrative expenses for the pur- pose of calculating franchise fee payments or obligations under this Franchise. 10.11 Liability Insurance. A. Throughout the term of this Franchise, Grantee shall maintain a policy of liability insurance covering Grantee, Commission, and City, and all City and Commission officers, boards, committees, commissions, elected officials, agents and employees with regard to all damages set forth in 5= Section 10.10A of this Franchise in the minimum amounts of: 1. Five Hundred Thousand Dollars ($500,000.00) for bodily injury or death to any one (1) person; 2. Two Million Dollars ($2,000,000.00) for bodily injury or death resulting from any one (1) accident; 3. Three Hundred Thousand Dollars ($300,000.00) for property damage resulting from any one (1) accident; 4. Five Hundred Thousand Dollars ($500,000.00) for all other types of liability. The City and Commission shall be additionally insured and receive ten (10) days notice of cancellation. The policy must cover the Grantee and any agents of the Grantee unless the agents are similarily covered. B. Grantee shall also comply with the Minnesota Worker's Compensation Act and shall verify that each of its subcontractors are also in compliance with the Act. Before commencement of construction pursuant to this Franchise, Grantee shall provide to Commission, on a form provided by Commission, assurance that adequate insurance coverage of itself and of its subcontractors is in full force and efect. Commission shall be held harmless by Grantee from claims for which insurance has not been obtained or has not been main- tained, during the term for which this Franchise is in effect or arising from operation of this Franchise. C. Upon the effective date of this Franchise, Grantee -87- shall furnish proof to City and Commission that a satisfac- tory insurance policy has been obtained. Said insurance policy shall be approved by Commission and such insurance policy, along with written evidence of payment of required premiums, shall be filed and maintained with Commission. D. Any insurance policy shall be consistent with and insure, at a minimum, to the statutory maximum municipal tort liability amounts established by Minnesota law and shall be written by a company authorized to do business in Minnesota. 10.12 City's Right to Revoke. In addition to all other rights which the City or Commission has pursuant to law or equity, City reserves the 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 City or Commission or subscriber; or D. Grantee's commencement of construction is delayed for more than eighteen (18) months from the time of Board issuance and release of a Certificate of Confirmation, or Grantee's construction of the Initial Service Area is not completed within twenty-seven (27) months of Board issuance and release of a Certificate of Confirmation, and such delay ME= is not due to unforeseen circumstances bevond the reasonable control of Grantee as determined by Commission or acts of God as determined by Commission; or E. Grantee becomes insolvent, unable or unwilling to pay its debts, or is adjudged a bankrupt; or F. Grantee materially misrepresents a fact in the application for or negotiation of, or renegotiation of, or renewal of, the Franchise; or G. The conviction of any director, officer, employee or agent of Grantee of the offense of bribery or fraud con- nected with or resulting from the awarding of a Franchise to Grantee. H. The failure to maintain the bond as required in Section 10.04 of this Franchise, the liability insurance as required in Section 10.11 of this Franchise and the Security Fund as required in Section 10.06 of this Franchise. 10.13 Purchase Upon Revocation. Upon revocation of the Franchise, Commission or City in connection with Commission, may purchase, take over, and hold the property and plant of Grantee in whole or in part, provided that such purchase or taking over is upon payment of a fair valuation. Such valuation shall be the actual value of the then existing tangible property based solely on original cost less depreciation exclusive of any value attributable to th.e Franchise itself. In the event of dispute as to value, the provisions of Section 10.09 shall be followed. 10.14 Procedures for Revocation. A. Commission shall provide Grantee with a written notice of the 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. Commission shall provide Grantee with written findings of fact which are the basis of the revocation. B. Grantee shall be provided the right to a public hearing before Commission at which Grantee may present evi- dence and question witnesses. C. Upon revocation, Grantee shall have a period of thirty (30) days within which to file an appeal with the Board. D. During the appeal period, the Franchise shall remain in full force and effect, unless the term of Franchise expires in that period. E. 'If the Board approves of the action of Commission, this Franchise shall terminate immediately; if the Board disapproves of the action of Commission, this Franchise shall remain in full force and effect during the term thereof unless sooner terminated in accordance with law or Board rules. Any such appeal to the Board is a contested case to which the Board is not a party. Board's decision is final and binding upon the parties. 10.15 Relation to Other Remedies. Exclusive of contractual C"# damages or other rights in law or equity, a violation of any pro- vision of this ordinance is a misdemeanor and is enforceable by City. A. From and after the effective date of the Franchise, it shall be unlawful, for any person to establish, operate or to carry on the business of distributing to any persons in City any television signals or radio signals by means of a cable communications system unless a Franchise therefor has first been obtained pursuant to the provisions of an ordi- nance, and unless such Franchise is in full force and effect. B. From and after the effective date of the Franchise, it shall be unlawful for any person to construct, install or maintain within any street in City, or within any other public property of City, or within any privately owned area within City which has not yet become a public street but is designated or delineated as a proposed public street on any tentative subdivision map approved by City, or the City's official map or city's major thoroughfare plan, any equipment or facilities for distributing any television signals or radio signals through a cable communications system, unless a franchise authorizing such use of such street or property or areas has first been obtained pursuant to the provisions of this franchise and unless such franchise is in full force and effect. C. It shall be unlawful for any person, firm or cor- _91- poration to make any unauthorized installation or reception, whether physically, electrically, acoustically, inductively or otherwise, with any part of a franchised cable com- munications system within City for the purpose of taking or receiving television signals, radio signals, pictures, data signals, programs or sound. D. It shall be unlawful for any person, firm or cor- poration to make any unauthorized installation, whether physically, electrically, acoustically, inductively or other- wise with any part of a franchised cable communications system within City for the purposes of enabling himself or herself or others to receive any television signal, radio signal, picture, data signal, program or sound, without payment to the owner of said system. E. It shall be unlawful for any person, without the consent of the owner, to willfully tamper with, remove or damage any cable, wires, or equipment used for distribution of television signals, radio signals, picture, data signal, programs or sound. -92- SECTION 11. FORECLOSURE, RECEIVERSHIP AND ABANDONMENT. 11.01 Foreclosure. Upon the foreclosure or other judicial sale of the System, Grantee shall notify City and Commission of I I such fact and such notification shall be treated as a notifica- tion that a change in control of Grantee has taken place, and the provisions of this Franchise -governing the consent to transfer or change in ownership shall apply without regard to how such transfer or change in ownership occurred. 11.02 Receivership. City or Commission shall have the right to cancel this Franchise subject to any applicable provisions of Minnesota Law, including the Bankruptcy Act, one hundred and 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 pro- ceeding, unless such receivership or trusteeship shall have been vacated prior to the expiration of said one.hundred and twenty (120) days, or unless: A. Within one hundred and 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 and 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 -93- bound by each and every provision of this Franchise. 11.03 Abandonment. Grantee may not abandon any service or portion of the System without having first given three (3) months written notice to the Commission and Board and having first been approved by the Commission after reasonable opportunity to review. Upon showing by Grantee of need for abandonment and an opportunity for the Commission to determine other areas for the continuity of service, the Commission shall evaluate any damage, claim or loss that may be applicable as a consequence of such abandonment. In order to accomplish this, the Commission shall conduct a public hearing after providing reasonable notice to all affected persons and City and the Board as to the date, time and place of the hearing. Thereafter, before abandonment occurs, the Commission shall notify the Grantee, City and Board of its deter- mination and of any person, firm or corporation, including City and Commission, entitled to damages and the amount and basis therefor. Any party thereafter, and within thirty (30) days of such notice, may appeal for further review, as provided for in the arbitration provisions of this Franchise in Section 10.09. ONM SECTION 12. SALE AND PURCHASE OF SYSTEM. 12.01 Sale or Transfer of Franchise. A. This Franchise shall not be sold, assigned or transferred, either in whole or in part, or leased or sublet in any manner, nor shall title thereto, either legal or equitable, on any right, interest or property therein, pass to or vest in any person without full compliance with the procedure set forth in this section provided, however, that this Section shall not prevent the mortgage, assignment, or hypothecation of the System or Franchise for financing pur- poses by Grantee without such approval. The provisions of this Section shall apply to the sale or transfer of all or a majority of Grantee's assets, merger (including any parent and its subsidiary corporation), consolidation, creation of a susidiary corporation or sale or transfer of stock in Grantee so as to create a new controlling interest in the System. The term "controlling interest" as used herein is not limited to majority stock ownership, but includes actual working control in whatever manner exercised. 1. The parties to the sale or transfer of this Franchise shall make a written request to the Commission for its approval of a sale or transfer of this Franchise. Commission shall then make a determination pursuant to Sections 12.02 and 12.03 of this Franchise as to the exercise of its first right of refusal to -95- purchase System. 2. Commission shall reply in writing within sixty (060) days of the request and shall indicate approval of the request or its determination that a public hearing is necessary due to potential adverse effect on Grantee's subscribers. 3. If a public hearing is deemed necessary pur- suant to (2) above, such hearing shall be conducted within thirty (30) days of such determination and notice of any such hearing shall be given fourteen (14) days prior to the hearing by publishing notice thereof once in a newspaper of general circulation in the area being served by the Franchise and regular notice throughout each day for at least fourteen days on at least one channel of System. The notice shall contain the date, time and place of the hearing and shall briefly state the substance of the action to be considered by the Commission. 4. Within thirty (30) days after the public hearing, the Commission shall approve or deny in writing the sale or transfer request. Commission shall not unreasonably withhold approval. 5. Commission shall notify the Board and City of the transfer of any interest in the System of this Franchise in accordance with the then applicable rules, -96- regulations or laws. The notification shall be accom- panied by the written certification of the transferee that it meets all of the requirements with respect to technical ability and financial stability demanded of the original Grantee. 6. Commission shall cause to be sent to the Board a copy of all public documents related to sale or transfer of the Franchise. 7. The parties to the sale or transfer of a Franchise only without the inclusion of a cable com- munications system in which at least substantial construction has commenced, shall establish that the sale or transfer of a Franchise only will be in the public interest. 8. Grantee, upon transfer, shall within sixty (60) days thereafter file with the Commission a copy of the deed, agreement, mortgage, lease or other written instrument evidencing such sale, transfer of ownership or control or lease, certified and sworn to as correct by the Grantee. B. In reviewing a request for sale or transfer pur- suant to paragraph (A) above, Commission may inquire into the qualifications of the prospective controlling party, and Grantee shall assist Commission in so inquiring. Commission may condition said transfer upon such terms and conditions as -97- it deems reasonably appropriate. In the absence of extraor- dinary circumstances, Commission shall not approve any transfer or assignment of the Franchise prior to substantial completion of construction of the System, as determined solely by Commission. In no event shall a transfer or assignment of ownership or control be approved without the transferee becoming a signator to this Franchise, and reim- bursing Commission and City for all costs and expenses, including attorneys' fees resulting from such sale or transfer. 12.02 Commission's Right to Purchase System. A. Commission or Commission together with City shall be entitled to a right of first refusal of any bona fide offer to purchase the System made to Grantee. Bona fide offer as used in this Section means a written offer which has been accepted by Grantee subject to City or Commission's rights under this Franchise. In the event the Commission or Commission together with City decides to buy, the price shall be fair market value as set forth in Section 12.03A of this Franchise or the bona fide offer, whichever is less. The Commission shall notify Grantee of its decision to purchase within sixty (60) days of Commission's receipt from Grantee of a copy of written bona fide offer. B. In the event Commission or City elects to exercise its right to purchase the System as provided in this section, C�- the following shall then apply: 1. Commission or Commission together with City and Grantee shall negotiate all other terms and con- ditions of the purchase of the System, and Grantee shall expressly waive its rights, if any, to relocation costs that might otherwise be provided law. 2. If Commission or Commission together with City and Grantee cannot agree upon the terms and conditions of the purchase, or the date of closing, Commission, City, or Grantee shall have the right to proceed to arbitration, as provided for in Section 10.09 of this Franchise. 12.03 Purchase By City or Commission Upon Termination of Franchise Term. A. At the expiration of this Franchise, the Commission or Commission together with City may, in lawful manner and upon the payment of fair market value, determined on the basis of the System valued as a going concern exclusive of any value attributable to the Franchise itself, lawfully obtain, purchase, condemn, acquire, take over and and hold the System of the Grantee in whole or in part. B. In the event Commission shall terminate the Franchise pursuant to the provisions of Sections 14.07 or 14.08 of this Franchise the Commission or Commission together with City may in lawful manner and upon payment of fair MOW019 market value, exclusive of any value attributable to the Franchise itself, lawfully obtain, purchase, condemn, acquire, take over and hold the System of the Grantee in whole or in part. C. In the event City exercises its right to revoke this Franchise pursuant to Section 10.12 of this Franchise, the purchase provisions of Section 10.13 of this Franchise shall prevail. D. In the event of any dispute in the exercise of purchase rights under this Section 12.03A or 12.03B, the arbitration procedures in Section 10.09 of this Franchise shall be followed. END= 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 Board rules and of the Federal Government, as expressed in 47 CFR 976.13(a)(8) and §76.311. Grantee shall comply at all times with all other appli- cable, federal, state and City laws, and all executive and admi- nistrative orders relating to non-discrimination. 13.02 Cable Tapping Prohibited. 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. 13.03 Privacy and Other Human Rights. Grantee, Commission and City shall maintain constant vigilance with regard to possible abuses 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 dwelling unit of subscribers any equipment capable of two-way communications without the written consent of the subscribers, and will not utilize the two-way communications capability of the System for unauthorized subscriber surveillance of any kind. -101- A. No signals of a Class IV cable communications chan- nel may be transmitted from a subscriber terminal for pur- poses of monitoring individual viewing patterns 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 revocable at any time by the subscriber without penalty of any kind what- soever. Such permission shall be required for each type or classification of Class IV cable communications activity planned for the purpose of monitoring individual viewing pat- terns or practices. 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 Grantee and its employees for internal business use, and also to the subscriber subject of that information, unless Grantee -102- 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 systems conducting system wide or indivi- dually addressed electronic sweeps for the purpose of verifying System integrity or monitoring for the purpose of billing. Confidentiality of such information shall be sub- ject to the provision set forth in paragraph (B) of this Section. D. For the purposes of this provision, a Class IV cable communications channel means a signaling path provided by System to transmit signals of any type from a subscriber terminal to another point in the communications system. 13.04 Permission of Property Owner Required. No cable, line, wire, amplifier, converter or other piece of equipment owned by Grantee shall be installed on private property by virtue of pri- vate easements by Grantee without first securing the written per- mission of the owner or his tenant or designee of any property involved. If such permission is later revoked, whether by the original or a subsequent owner or his tenant or designee, Grantee shall remove forthwith any of its equipment which is both visible and movable and promptly restore the property to its original condition, unless such removal would result in a change or alteration that would result in substantial cost or adversely affect the System or service provided to others. In that event, -103- Grantee shall notify Commission and Commission shall determine the manner and time for removal after affording Grantee and affected persons a reasonable opportunity to be heard. The deci- sion of the Commission shall not relieve the Grantee of any obli- gations it has by reason of any written agreement with the affected property owner. -104- SECTION 14. MISCELLANEOUS PROVISIONS. 14-01 Compliance with Laws. Grantee and City shall comform to all state laws and rules regarding cable communications not later than one year after they become effective, unless otherwise stated. Grantee and City shall conform with all federal laws and it regulations regarding cable communications as they become effec- tive. Grantee shall also conform with all City or Commission ordinances, resolutions, rules and regulations heretofore or hereafter adopted or established during the entire term of the Franchise. 14.02 Amendment or Variance from Franchise. A. Amendment of Franchise. After published notice, public hearings and deliberations of city, this Franchise may be amended upon adoption of the amendment by City and the written consent of Grantee. Such amendment shall not be effective unless adopted by five of the seven Member Cities. B. Variance Applications and Procedure. 1. Applications for a variance to this Franchise may be made by the City, Commission or Grantee to Commission and, except as provided under (2) of this section, shall be heard by and the decision of whether or not to grant the variance shall be made by Commission only after a determination that the requested variance is a'minor deviation from this Franchise and is not inconsistent with this Franchise in the sole judgment of -105- the Commission. The decision regarding the variance shall be made based on the following criteria: a. Whether the 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. b. Whether, due to expense or delay, it would be unreasonable to require expense and delay occasioned by ordinance amendment. C. Whether Undue delay, expense or other adverse results will not occur by approval of the required variance. d. If a variance is because of technical or cost reasons, whether the variance will result in an equal or better System, in sole discretion of Commission. 2. A variance shall not conflict with the requirements of the Board or FCC or any other applicable rule or law. 3. A variance application shall be made in accor- dance with the following procedures: a. Applications shall be filed with Commission, on a form prepared by Commission. b. Commission shall review the application within fourteen (14) calendar days. -106- C. Commission shall issue a report of the findings of the Commission and shall act on a request within thirty (30) days. d. Upon a two-thirds (2/3) vote of the Commission, the variance request shall be approved. 4. If any variance request is deemed, by Commission, as a request which is unique to City, Commission shall refer the variance request to City. 14.03 Franchise Renewal. A. Grantee may apply for renewal of this Franchise by making application to do so not later than twenty-four (24) months prior to the expiration of this Franchise. In applying for renewal, Grantee shall submit its application on such forms as the Commission and the City may require. Such forms shall be made available to the Grantee no later than thirty (30) months prior to the expiration of this Franchise. B. Commission shall notify City upon receipt of any application for renewal and Commission shall proceed to address the application pursuant to the terms of this Franchise. C. Within two months of receipt of Grantee's applica- tion for renewal, Commission shall commence a public hearing to consider Grantee's application. At the public hearing, Commission shall consider all relevant factors, including but not limited to, the following: -107- 1) whether the Grantee has substantially complied with the material terms of the Franchise and with appli- cable law; 2) whether the quality of the Grantee's service has been reasonable in light of community communications needs; 3) whether the Grantee has the financial, legal and technical ability to provide the services, facili- ties and equipment proposed; and 4) whether the Grantee's renewal application application is reasonable to meet future community com- munications needs. D Within two months of the conclusion of such public hearing Commission shall make a recommendation in writing to L� the then existing Member Cities as to whether Grantee's application should be approved or denied. E. Within two months of receipt of Commission's recom- mendation, City shall determine whether to approve or deny Grantee's application. F. In the event City determines to approve Grantee's application, the terms of renewal shall be in accordance with the then existing rules of the FCC, the Board, the City and all other applicable laws, ordinances, rules and regulations. G. Nothing in this Franchise shall be construed to require renewal or extension of this Franchise. CNOM H. Commission and City shall have the right, at their election, to renew or 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 Commission and City shall have the right to exercise these options. I. Renewal 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 inso- far 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 Franchise is revoked or not renewed, Grantee shall do everything in its power to Iensure that all subscribers receive continuous, uninterrupted service regardless of the circumstances. In the event of purchase by the Commission or Commission together with City, or a change of Grantee, the current Grantee shall cooperate with City and Commission to operate the System for a temporary period, in maintaining continuity of service to all subscribers. 14.05 Removal after Termination or Revocation. A. At the expiration' of the term for which this Franchise is granted, if not renewed, or upon its revocation -109- or termination, as provided for herein, City 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 Pro- perty within City. Failure of Grantee to remove buried cable within one (1) year of expiration or revocation shall consti- tute an abandonment and Grantee shall forfeit any right, title or interest thereto. In 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 other 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. City, 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. 14.06 Work Performed by others. A. Grantee shall give notice to City and Commission 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, and Grantee -110- shall be responsible for and hold City and Commission harmless for any claims or liability arising out of work per- formed by persons other than Grantee. B. All provisions of this Franchise shall apply to any subcontractor or others performing any work or services pur- suant to the provisions of this Franchise. 14.07 Compliance with Federal, State and Local Laws. A. Grantee, City and Commission shall, at all times, comply with all federal, state and local laws, ordinances and regulations. The terms of this and other City ordinances shall govern Grantee's performance under this Franchise in all respects except where federal laws or regulations preempt such local regulation or control. In such instances, the applicable federal laws or regulations shall govern Grantee's perfor- mance under this Franchise. B. If any federal law or regulation appears to conflict with the terms of this Franchise, then Grantee shall notify Commission of the point of conflict believed to exist with such law or regulation. If the Commission and Grantee determine that a material provision of the Franchise is affected by such law, ordinance or regulation, the Commission 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 -111- reasonable time, the Commission shall have the option to ter- minate the Franchise, after notice to and concurrence of City. If the Commission and Grantee do not agree that a material provision of this Franchise is affected by such law or regulation then either the Commission or Grantee shall have the right to seek review of the provision in question by the appropriate state or federal agency or by the District Court of Dakota County or the U.S. District Court for the State of Minnesota. C. If any term, condition or provision of this Franchise or the application thereof to any person or cir- cumstance 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 unen- forceable shall not be affected thereby, and this Franchise and all the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and to be complied with. 14.08 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 regu- lations, the Commission and Grantee shall enter into good faith negotiations to modify the Franchise to conform with such -112- requirements; and, in the event Grantee shall fail to so nego- tiate within a reasonable time, the Commission shall have the option to terminate this Franchise, after notice to and con- currence of City. However, in no event shall this provision alter or modify Section 15.03(C). 14.09 No Recourse Against City and Commission. Grantee shall have no recourse whatsoever against Commission or City or their officials, boards, commissions, agents or employees for any loss, costs, expense or damage arising out of any provision or require- ment of the Franchise or because of the enforcement of the Franchise. 14.10 Nonenforcement by City or Commission. Grantee shall not be relieved of its obligation to comply with any of the pro- visions of this Franchise by reason of any failure of the City or Commission to enforce prompt compliance. 14.11 Administration of Franchise. A. Pursuant to the terms of the Joint Powers Agreement of the Northern Dakota County Cable Communications Commission which became effective April 6, 1982, the Commission shall be responsible for the continued administration of this Franchise. However, in the event City withdraws from the Joint Powers Agreement, as provided for in it, City shall assume the obligations of Commission herein in City and Grantee consents thereto. The cost of ongoing administration of this Franchise, whether such costs are incurred by City or -113- Commission, shall be funded, to the extent possible, from revenues received from Grantee's franchise fees. T 3. The City and Commission shall have continuing regu- latory jurisdiction and supervision over the System and the Grantee's operation under the Franchise. The City or Commission may issue such reasonable rules and regulations concerning the construction, operation and maintenance of the System as are consistent with the provisions of the Franchise. C. The Grantee shall construct operate and maintain the System subject to the supervision of all the authorities of the City or Commission who have jurisdiction in such mat- ters and in strict compliance with all laws, ordinances, departmental rules and regulations affecting the System. D. The System and all parts thereof shall be subject to the right of periodic inspection by the City and Commission. -114- SECTION 15. EFFECTIVE DATE; PUBLICATION; ACCEPTANCE; GUARANTY; EXHIBITS. 15.01 Publication; Effective Date. This Franchise shall be granted in accordance with the requirements of City for the adop- tion of ordinances and the granting of franchises. This Franchise shall take effect only after adoption and upon issuance and release of a Certificate of Confirmation of this Franchise by Board, as determined by Board. This Franchise may incorporate by ',I reference, without publication in full, a statute 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 issued by the Board, 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 and Franchise and Amendments. All public notices required to be published by City, for the adoption of this Franchise or amendments to it, including this Franchise or a summary of this Franchise shall be published in the official newspaper of City in compliance with all local and state laws. Grantee shall pay the costs for all such publica- tions, as such publications are required by law. 15.03 other Franchises. A. The System intended for City, may be part of a System that serves the cities of Inver Grove Heights, Lilydale, Mendota, Mendota Heights, South St. Paul, Sunfish -115- Lake and West St. Paul, Minnesota. B. Grantee will, in good faith, apply for and accept, if offered to it, a Franchise (similar franchise) from each of the Member Cities on all the same terms and conditions herein provided, except provisions omitted as inapplicable. C. Notwithstanding any other provision of this Franchise, if not all member cities grant a Franchise to Grantee within a reasonable period of time as determined by Commission, Grantee and all cities who do grant this Franchise to Grantee shall negotiate the terms of the Grantee's proposal to accomodate such situation. The Commission shall determine the date of commencement of nego- tiation. In the event Grantee and negotiating cities do not reach agreement within ninety (90) days of commencement of negotiation, Grantee or City may cancel this Franchise and all of their obligations hereunder by written notice given to the other not later than thirty (30) days after the expira- tion of the ninety (90) day period set forth above; provided, that if Grantee elects to cancel this Franchise pursuant thereto, it must also cancel all other franchises granted to it by the other of said cities effective simultaneously herewith. 15.04 Time of Acceptance; Guaranty; Incorporation of Offering; Exhibits. A. Grantee shall have thirty (30) days from the last -116- date of adoption of an equivalent franchise by all of the Cities listed in Section 15.03A of this Section, and receipt of a draft of all required closing documents provided by Commission, to accept this Franchise in form and substance acceptable to City and submit an application for a Certificate of Confirmation of this Franchise to the Board. However, in no event will accceptance nor application for a Certificate of Confirmation from the Board occur later than ninety (90) days after the adoption of this Franchise,.unless the time for acceptance is extended by City. Such acceptance by Grantee shall be deemed the grant of this Franchise for all purposes. B. Upon acceptance of this Franchise, Grantee shall be bound by all the terms and conditions contained herein. Grantee shall provide all services and offerings specifically set forth in the Offering to provide cable communication ser- vice within the City and other then existing Member Cities; and, by its acceptance of this Franchise, Grantee specifi- cally agrees that the offering of Grantee, including all pro- mises, offers, representations and inducements contained therein, is specifically incorporated by reference and made part of this Franchise. The failure to refer to the offering in any specific provisions of this Franchise shall not be a limitation on the -obligation of Grantee to fully comply with the Offering., Grantee further acknowledges that all promi- -117- ses, offers, representations and inducements contained in the Offering of Grantee were freely and voluntarily made to City by Grantee. C. The Offering shall be permanently kept and filed in the office of the City Clerk and Commission 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 City and Commission or reproduce the entire Offering, and shall have either at the following locations in the following quantities: 1. office of the City Administrator of Citv: one copy; 2. Public library, as determined by Commission: one (1) copy each; 3. Office of the City Attorney: one (1) copy; 4. Local office of Grantee: one (1) copy; 5. Office of any school district in City: one copy; 6. Office of the Commission one (1) copy; and 7. Office of the Board; one (1) copy. D. In the event of conflicts or discrepancies between any part of the Offering and the provisions of this Franchise or between provisions of this Franchise, those provisions which provide the greatest benefit to Member Cities in the -118- reasonable opinion of Commission, shall prevail. E. Grantee shall have continuing responsibility for this.Franchise, and since Grantee is a subsidiary of a parent corporation, the parent corporation shall execute the attached guaranty included as Appendix H of this Franchise ordinance and the Grantee shall deliver the executed Guaranty to the City at time of, and as part of, acceptance of this Franchise. F. With its acceptance, Grantee also shall deliver to City and Commission an opinion from its legal counsel, accep- table to Commission, stating that this Franchise has been duly accepted by Grantee, that the guarantees have been duly executed and delivered, that this Franchise and the guaran- tees are enforceable against Grantee and the guarantors in accordance with their respective terms, and which opinion shall otherwise be in form and substance acceptable to City. G. With its acceptance, Grantee also shall deliver to City and Commission true and correct copies of documents creating Grantee and evidencing the power and authority referred to in the opinion of Grantee's counsel, certified as of a then current date by public office holders to the extent possible and otherwise by an officer of Grantee. H. Each Appendix attached hereto is a part of this Franchise and each is specifically incorporated herein by reference. -119- I. Acceptance shall be construed to be an acceptance of and consent to all the terms, conditions and limitations contained in the ordinance granting the Franchise as well as the provisions of the Code of ordinances of the City. Furthermore, such acceptance shall, be considered an agreement between the City and the Grantee and, in the event of the legal inability of the City to exercise franchising or regulatory authority, this document shall survive and be con- sidered a contract between the parties and be enforceable according to its terms. J. Grantee shall exercise all best efforts, as deter- mined by Commission, to assure that a Certificate of Confirmation of this Franchise is issued and released by the Board in a timely manner. 15.05 Franchising Cost Reimbursement Escrow Account. Grantee shall provide Commission full reimbursement for all franchising costsuponacceptance of this Franchise. Commission shall pro- vide for the deposit of such reimbursement amounts into an escrow account for release to Commission upon issuance and release of a Certificate of Confirmation by the Board or a determination by Commission that Grantee has not exercised its best efforts to obtain a Certificate of Confirmation in a timely manner. The Commission shall receive all interest earned on funds in the escrow account established pursuant to this Section 12.05. -120- I SECTION 16. INCORPORATION BY REFERENCE OF APPENDICES All Appendices attached to this Franchise and referenced herein are hereby incorporated by reference and are enforceable as a part of this Franchise. The Appendices attached hereto are as follows: Appendix A Joint and Cooperative Agreement Appendix B Initial Service Area Appendix C Local Programming Equipment Appendix D Testing and Maintenance Procedures Appendix E Services Available Appendix F Construction Deadlines Appendix G Rates and Charges Appendix H Guaranty -121- Passed and adopted this day of 19 ATTEST: By ?V? C i Vy Clerk o f By I Playor of ILje?jdt& 21 ftS This Franchise is accepted, and we agree to be bound by all DATED: BY Its: BY - Its: -122- APPENDIX A JOINT AND COOPERATIVE AGREEMENT JDITI"T AJND CO0_.-:!_ERATI%rZI AS.REENE'"T _4 NORTHERN W-KOTA COUNTY CABLE COI-IMUNICATIONS CWIX-ISSIDN The parties to this Agreement are governmental units of the State of Minnesota. This Agreement supersedes any prior Agree- ment between the parties covering the establishment of a Cable Communications Commission and is made pursuant to Minnesota Statutes §238.08 and 5471.59, as amended. I. PURPOSE The general purpose of this Agreement is to establish an organization to. study cable communications, develop a request for t)roposals, receive applications to provide service from - cable corm-nuni cations companies, select t - he successful applicant, draft a franchise ordinance, recommend that each City Council represented on the Commission grant a standard franchise ordinanc as drafted by the Commission and be the entity responsible for the ongoing administration and enforcement of the franchise. 11. NAME The name of the organization is the Northern Dakota County li Cable Communications Commission. 111. DEFINITIONS Section 1. Definitions.' For purposes of this Agreement,' the terms defined in this Article shall have the meanings given them.' section 2. "Boar` c' Directors" or "Board" means the aovernl bo6y of the Commmission. Section 3. "Commission" means the organization created pursuant to this Agreement. Section 4. "City" or "Cities" or "Municipalities" means any city or township. Section 5. "Director" means a person appointed by a member City Council to be one of its representatives on the Commission. Section 6. "Member" or "Member Municipality" means a municipality which enters into this Agreement and is, at the time involved, a member in good standing. Section 7. "Eligible Member" means a municipality within the Cable Service Territory that may, if it so acts, adopt this Agreement and become a part of this Corim-nission. Section 8. "Weighted Vote" means a voting procedure whereby each member is entitled to cast a number of votes based upon the mtmber's population as it corresponds to Appendix A of this Agreement. IV. ELIGIBLE MEMBERS The municipalities of Eagan, Inver Grove Heights, Lilydale, Mendota, Mendota Heights, South St. Paul, Sunfish Lake and West St. Paul are eligible for initial membership in the Northern Dakot-a, County Cable Communications Commission. other municipali- ties desiring to become members'may be admitted by an affirmative vote of at least two-thirds (2/3). of the total eligible weighted votes of the Commission and the payment by. that municipality of the applicable sta--t-u::: contrib,-,tiLon as set f7ort-h in Appen--'ix B of this Agreement and such other contribution as determined by the Comrnission to be applicable at the time the member is approved. V. ASSOCIATE MEM.B'-P'RS Section 1. Application. A governmental unit or subdivision thereof or any school district or educational institution desiring to become an associate member may do so in the manner applicable to becoming a member, except as otherwise provided in this Article. The Commission may reject an application for associate membership by a governmental unit or its subdivision. Section 2. Associate Director. An associate member may appoiAt an associate director to the Commission, but this indivi- dual shall not have voting power, shall not be eligible to serve as an officer and shall not be counted for quorum purposes. Section 3. Charges. The Commission may establish the charges to be paid by associate members. Such charges are to be in an amount sufficient to offset any expenses incurred by the Commission relating to the associate member. Section 4. Withdrawal. An associate member may discontinue its association with the Commission at any time by giving thirty (30) days written notice of its withdrawal to the Secretary of the Commission. Withdrawal shall not relieve that associate member from its obligation to pay any charges which it has in- curred up to the time of withdrawal. VI. DIRECTOR -c - Section 1. Quali-fica4-�i-ons/A-DDo;-ntment. The City Council of each member shall be entitled to appoint by resolution two (2) directors, at least one of whom shall be a member of the Council of that municipality and the other aqualified voter residing within the municipality. When the Council of a member appoints its first two directors, it shall give notice of their appointment to the designated Chairman of the Committee preceding the Commissi Notice of a successor director shall be given to the Secretary of the Commission. Notices shall include the name and mailing address of the director which shall be deemed to be the official name and address of that director for the purpose of giving any notice required under this Agreement. Section 2. Term. The terms of the first directors shall begin on the effective date of this Agreement and shall continue until January, 1984. Thereafter, each director shall serve for a term of two (2) years. A director shall serve at the pleasure of his or her City Council. Section 3. Voting. There shall be no voting by proxy. All votes must be cast in person at Commission meetings by the director or directors. Except as otherwise provided in this section, each director shall be entitled to one (1) vote. When voting on special items, the total number* of votes of the directors of a member shall be based upon the official population as determined by the 1980 Census or thereafter by the latest final United States Census of that member city as it corresponds to the formula set forth in Appendix A attached to this Agreement. For purposes of this section, special items are defined to be: approval of the needs assessment. report, apDrovaj Of the; request for proposals and the preliminarY franchise ordinance, selection of the cable communications company and approval of the draft final franchise ord mance to be recoir"-pended to member cities. Each director of eacl mer-ber city shall be entitled to cast one-half (1/2) of the weiqhted votes of that city on the special items. In the absence of one director of a city from a meeting, the director of that city that is present may cast all of the weighted votes of that member city on special items. A director shall not be eligible to vote on behalf c his or her member municipality during the time that said municipalit is in default on any contribution or payment to the Commission. Section 4. Compensation. Directors shall serve without compensation from the Commission, but this shall not prevent a i s member from compensating its directors if compensation by that jl member is otherwise authorized by law. VII. OFFICERS .Section 1. Number/Election. The Officers of the Commission shall consist OIL a Chairman, a Vice Chairman, a Secretary and a Treasurer, all of whom shall be elected at the first meeting of the Commission, and thereafter, at the annual meeting of the Com- mission held in January of each year. New officers shall take office at the adjournment of the annual meeting of the Commission at which they are elected. Only directors of the Commission are eligible to serve as officers. Section 2. Chairman/Vice Chairman. The Chairman may preside at all meetings of the Board and Executive Committee and shall per- form all duties incident to the office of Chairman, and such other duties as may be delegated by the Commission. The Vice Chairman Section 3 Secreta. -v. The Secrezary shall be responsible -" for keeping a record of all of the proceedings of the Co= ission and Executive Com:-r.iL-_tee. The Secretary shall send written no -'Lice and material pertaining to agenda items to each director at least five (5) days prior to the meetings. . Section 4. Treasurer. The Treasurer shall have custody of the Commission's funds, shall pay its bills, shall keep its financial records and generally conduct the financial affairs of the Commission and such other matters as shall'be dele- gated to him by the Commission. orders, checks and drafts of the Commission shall require the signatures of the Treasurer and one (1) other Executive Committee officer. In conducting the pommission's financial affairst the Treasurer shall, at all times, act in accordance with generally accepted accounting principles. Treasurer'sreports, including any bills or clAims to be acted upon by the Commission, shall be distributed to all dire6tors not less than five (5) days prior to the meeting. The Treasurer shall post a fidelity bond or other insurance in an amount approved by the Commission. The Commission shall bear the cost of the bond or insurance. Section 5. Executive Committee. There shall be an Executive Committee which shall consist of the four (4) officers and one (1) other director elected by the Commission. To the extent I specifically delegated by the By -Laws or resolution of the Commission, the Executive Committee shall have the authority to manage the business of the Commission during intervals between meetings of the Co;-_:;-_4ssion but a, all times is subject to the control and direction of the COMITRission. The Executive Committee shall meet at the call of the Cha-irman or upon the call of two (2) directors of the Executive Committee. The date and place of the meetings shall be fixed by the person or persons calling it. At least forty-eight (48) hours in advance written notice, deposited in the mail, of that meeting shall be given to all I members of the Executive Committee by the person or persons calling the meeting, however, notice may be waived by any or all members who actually attend the meetings or who have given a written waiver of such notice for a specified meeting. VIII. MEETINGS Section 1. First Meeting. Within thirty (30) days after the effective date of this Agreement, the designated Chairman of the Committee preceding the Commission, shall call the first meeting of the Commission which shall be held, no later than fifteen (15) days after such call. Section 2. By -Laws. At the organizational meeting, or as soon thereafter as it may reasonably be done, the Commission shall adopt By -Laws, consistent with the provisions of this Agreement, governing its procedures including the time, place, notice requirements and frequency of its regular meetings, the procedure for calling special meetings and other matters as are required by this Agreement. The Commission may amend the By -Laws from time to time. The Commission shall take no action to'amend the By -Laws without ten (10) days prior written notice to each director. An amendment to the By -Laws shall be filed with each member and said —Py -Laws shall not be effective as amended until the seventeenth (17--h) day following the -Filing or said amendment with the members. An a.Miended By -Law shall be deemed to have been filed on the day said By -Law is either delivered to the city offices of the member or deposited in a United States mailbox in an envelope addressed to the city offices of the member. Section 3. Voting/Quorum. A majority present of all the directors shall constitute a quorum of the Commission . and a majority of directors appointed to the Executive Committee shall constitute a quorum for a meeting of the Executive Committee. No business shall be conducted without a quorum.. Unless other- wise provided in this Agreement, no action shall be taken unless a quorum is present and the action is voted for by a majority of the total votes cast by the directors present and voting at a Commission meeting, or by -a majority of the Executive Committee at its meetings, except that in both instances, less than a majority may adjourn a meeting. IX. POWERS, RIGHTS AND DUTIES OF THE CO!-LM1ISSION Section 1. Franchisina Authority. The member municipalities shall retain their franchising authority to the extent that . such authority is not delegated to the Commission in this Agreement. Section 2. Authority. The Commission shall study cable communications, develop a request for proposals, review appli- cations to provide service from cable communications companies, W select the successful applicant, draft a franchise ordinance.and- recommend that each city council represented on the Commission grant a standard franchise ordinance as drafted by the Commission. The Commission shall be the entity responsible for the ongoing adminstration and enforcement of the franchises. The Commission may do all things reasonably necessary and proper to the implementation of its powers and duties, including those powers set forth in this Article. As part of this process, the Commission shall seek input from all member municipalities and communicate the progress of the Commission to each member city on a monthly basis. Section 3. Needs Assessment. The Commission shall compile, make publicly available and approve a Needs Assessment Report. The approval of the Needs Assessment Report shall be by at least a two-thirds (2/3) vote of the total eligible weighted votes. Votes shall be taken until the Needs Assessment Report is properly appro;u"ed or until the meeting is adjourned in which case, the Commission may schedule and hold additional meetings to approve the Needs Assessment Report. Section 4. Hearing on The Commission shall hold a public hearing, affording reasonable no -ice and a reasonable opportunity to be heard, on all policy decisions made for the request for proposals and the preliminary franchise ordinince. •A requestfor proposals and a preliminary franchise ordinance will be prepared following this hOaring based on the policy decisions and comments received: Section 5. Reauest for Proposals. The adoption of the request, for proposals by the Commission, shall be by at least a two-thirds (2/3) vote of the toal eligible, weighted votes. Votes shall be taken until the request for proposals is properly adopted. The Commission may schedule and hold additional meetings to adopt a request for proposals. Section 6. Application Procedures. After adoption of the request for proposals and preliminary ordinance, the Commission shall do all things necessary to solicit proposals and establish the necessary application and review procedures to insure a reasonable opportunity for all interested parties to make proposals and have them evaluated in a fair manner and consistent with the needs of the member municipalities. Section 7. DesiSnation of Company. After receipt and review of all proposals submitted to the Commission by the cable communications companies, the Commission shall select by resolution, after a public hearing, one (1) cable communica- tions ommunica-tions company to which member cities may grant a franchise. The adoption of the resolution shall be by at least a two-thirds (2/3) vote of the total eligible weighted votes. Votes shall be taken until a cable communications company is so selected or until the hearing is adjourned in which case, the commission may schedule and hold additional meetings to select a company. Section 8. Adoption of Recommended Franchise Ordinance: The Commission shall prepare, adopt and recommend a sample ordinar granting one (1). cable communications company a single non- exclusive cable communications franchise {hereinafter "franchise I, ordinance") to construct, maintain, operate or manage a cable communications system encompassing all of the territory of the members. The adoption of the recommended franchise ordinance sha.11 be rafter a --- public -h—e-a..r--�i--n.-q--'I,by an affirmative vote of at least two-thirds (2/3) of the total eligible weighted votes. Votes shall be taken until the recommended franchise ordinance is so adopted or until the hearing is adjourned, in which case, the Commission may schedule and hold additional meetings to adopt the recommended franchise ordinance. In the event the franchise ordinance is not adopted, the Commission may promptly resume the franchising process at any point in the process as determined by the Commission. Section 9. Administration/Enforcement. The Commission shall administer and enforce the cable communications franchise ordinance or it may delegate the franchise ordinance enforce- ment and administration to its members, for which service the Co,rm-hission shall pay or reimburse its members. Section 10. Rates. To the extent allowable under federal and state law, the Commission shall approve chances in rates charged by the cable communications company. The Commission shall notify each membei of the proposed changes in rates chargee subscribers at least forty-five (45) days prior to a hearing on the issue. -Section 11. Contracts. The Commission may make such contracts as are reasonably necessary to accomplish the purposes of the Commission. tain the Section 22. C o n s --, 1 t t s- The Com;n-dis s ion mat're L. L L_ services of technical consultants and legal counsel to advise it in accomplishing the purposes of the Commission. ,.Section 13. Advisory Committees. The Commission may appoint an advisory committee to make recommendations to 'it on cable communications. The duties of such committees shall be set forth by the Commission. Section 14. Gifts/Grants. The Commission may accept gifts, apply for and use . grants and may enter into agreements required in connection therewith, and may hold, use and dispose of money or property received as a gift or grant in accordance with the ter -ms thereof. Section 15. Legislative Activities. The commission may submit written comments on rules, regulations or legislation regarding cable communications proposed by or before the Federal Communications Commission, the Minnesota Cable Communi- cations Board, the Minnesota Legislature or any other state or federal body. The Commission may also direct its represen- tatives to appear and testify on cable communications before any governmental body. Section 16. Investigation. With the approval of a majority of the Commission, directors may be authorized to investigate the operation of cable communications systems in other cities in Minnesota or elsewhere, and the expenses of traveling and subsistence of directors in making any such investigation shall be borne by the Commission. Section 17. Other Actions. The CorrLmission may exercise any other power necessary and incidental to the implementation of its powers and duties as set forth in Article I. iSection 18. Other Laws and Reaulations. This Agreement, all Commission activities and any franchise ordinance adopted or franchise granted by the member municipalities shall be subject to all local, state and federal laws and regulations. Section 19. Conflict Resolution. In the event of an unresolvable dispute between a member municipality and the grantee of any franchise granted pursuant to this Agreement, the Commission shall act as an appeal board and use its best efforts to assist in the resolution of the dispute. Section 20. Publication/Effective Date. The franchise ordinance recommended by the Commission shall be sent to the member municipalities for their adoption. The recommended franchise ordinance, if adopted, shall be executed and published accc?rding to the requirements of each member municipality. X. FINANCIAL MATTERS Section 1. Fiscal Year. is the calendar year. The fiscal year of the Corm-nission Section 2. Contributions. Contributions for 1981 and subsequent years shall not exceed the budget amount for that given year. A member municipality shall be assessed a share of the budget equivalent to the total number of votes that municipality has, as it corresponds to the formula set forth in Appendix B attached to this Agreement. A member shall be deemed in default if said member's contribution is not paid in -13- f U 12 w i h 1 6 0 ) days afT-er the date of assessment. I - L_ A. Section 3. BudaelC Process -29s2. A proposed budget for the year 1962 shall be formulated by the Con-nission and submitted to the member municipalities within sixty (60) days after the effective date of this Agreement. The budget shall be effective only if approved by resolution by at least a three-fourths (3/4) majority of the member city councils within forty-five, (45) days after its submission to them. If the budget is not approved by the members, the Commission shall promptly formulate rmulate a revised budget and submit it to the members for their review and approval. In addition to the foregoing, a start-up payment will be made at the time of approval Of this Agreement in accordance with the payment schedule in Appendix B. Section 4. Budqet Process-Subseauent Years. This Agreement contemplates that franchise fees collected by this Commission shall be in an amount sufficient to defray the operating expenses and any other necessary expenses of this Commission in subsequent years., The franchise ordinance shall provide that franchise fees collected in excess of the amount needed for the annual budget shall be redistributed to the then existing member municipalities in good standing according to a formula using a proportionate share of the total gross revenues derived from each of such member municipalities. In the event the said fees are not sufficient, a proposed budget for that year shall be formulated to raise the additional revenue. Any budget so formulated shall be submitted to the member' city councils on or before August 1* of the year. No budget shall become effective unless approved by resolution by at least a three-fourths "(3/4) majority of the member city councils. A proposed budoetE must be approved within forty-five (45) days after its submission to the member municipalities. if the budget is not so approved, the Commissior shall promptly formulate a revised budget and submit it.to, the members for their review and approval. Section 5. Expenditures. The Commission may expend its funds as it deems necessary and appropriate pursuant to this Agreement. All checks drawn upon the Commission's account shall require the signatures of the Treasurer and one (1) other officer of the Executive Committee. Section 6. Annual Audit. The Commission's financial books and records shall be audited on or before July 1, or at such other times as the Commission may direct, by an independent auditor designated and approved by the Commission. The result of the audit shall be reported to the members. The Corm-nission's books and records shall be available for and open to examination by the members and the general public at reasonable times. Section 7. Franchise Fees. The franchise ordinance adopted by the member municipalities shall provide that the Commission sl- cbllect all -franchise fees paid by the cable communications - compE Section 8. Annual Report. The Commission shall submit to the city council of each member an Annual Report. This report shalt contain the results of the annual audit, a' summary of the past year's activities and a discussion of the Commission's plans for the coming year. The report shall be submitted to the city co,.:ncil of each member on or before August I Of each year. XI. WITI4.*DPAj;.kT Section 1. Withdrawal -Prior to the Grant of a Franchise. Any member may withdraw from this Agreement during the franchising process by giving notice prior to the Commission Hearing on Policy Decisions. After the commencement of the Hearing on Policy Decisions, no member may withdraw from this Agreement until the franchise ordinance has been adopted by member cities. Section 2. Withdrawal -After the Grant of a Franchise. After the grant of a franchise, a member may withdraw from the Commis- sion by giving to the Chairman of the Commission a certified copy of the resolution of its city council indicating its intent to withdraw fromthe Commission. Such notice must be given to the Chairman of the Commission by June I of the year of withdrawal to be effective. Upon receipt of the resolution, the Chairman of the Commission shall forward a copy of the resolution to each of the directors. The notice to withdraw shall become effective the following December 31. Section 3_ tffect of Withdrawal. Withdrawal by any member municipality shall not impact upon the terms of any franchise granted by another member. Withdrawal shall not act to discharge any liability incurred or chargeable to any member municipality before the December 31 date of the year of withdrawal. Such Ii - ability -shall continue until appropriately discharged by law or agreement. A member municipality withdrawing from membership shall crXe,4. j - 5 Clair. to an%* assets o--:. co:=44 ssor, except its share; -- of the excess franchise fees for the year of withdrawal and, further, thatit shall have access, at a rea-=ahle cost and under such conditions as the Commission may detdrmine, to any cable communications programs, files or other materials developed for use within the system while the withdrawing municipality was a memb Section 1. XII. DISSOLUTION, Duration of the Commission. The Commission shall continue for an indefinite term. The commission shall be termin- ated by mutual agreement by two-thirds (2/3) of the member municipalities or when four (4) of the members withdraw. Section 2. Distribution of Assets. Upon dissolution of the Commission, all remaining assets of the Commission, after payment of ohligations, shall be distributed among the members in proportion to their contributions and in accordance with procedures established by the Commission. The Commission shall continue to exist after dissolution for such period, no longer than six (6) months, as is necessary to wind up its affairs, but for no other purpose. Section 3. Effectiveness of Ordinance after Dissolution. The franchise ordinance shall provide that upon the dissolution. of the Commission by operation of state or federal law, the ordinance shall remain effective and enforceable by each individua'. member within its territorial limits. XIII. EFFECTIVE DATE Section 1. Execution of Agreement. A municipality may enter into this Agreement by resolution of its council and the authorized execution of a copy of this Agreement by its authorized officers. 1--PPEENDIX "A." Population of Member City 0 - 4,999 5,000 - 9,999 10,000 - 14,999 15,000 - 19,999 20,000 - 24,999 25,000 -- 29,999 Votes Per City 1 2 3 4 5 .6 DATED: - I Its: Manaqer/(rAAaWk DATED: Is: Mangy Clerk DATED: Its: Manager/Clerk DATED: Itsi/ Manaqer/CYerk. DATED: 6. Its: -Ma4aq4a=/C1erk City of I -lest St. Paul 1616 Humboldt Avenue West St. Paul, M14 55118 Vy- its. Mayor City of Mendota Heights 750 South Plaza Drive Mendota Heights, MN 55120 By -1 Its: Mayor City of South St. Paul 125 Third Avenue North South St. Paul, MN 55075 By Its: Mayor City of Sunfish Lake 1633 Lamplight Drive St. Paul, MN 55125 By Its: Mavor City of Mendota Mendota City Hall Mendota, MN 55150 By 9WUlk'41 fi, Its: Mayor APPENDIX B INITIAL SERVICE AREA APPEND -1): "B- Povulation of Member City 0 - 4,999 5,000 - 9,999 10,000 - 14,999 15,000 - 19,999 20,000 - 24,999 25,000 - 29,999 Shares of Budoet 1 2 3 4 5 6 Start -Up Contributions to be Paid to the Commission with the - Approval of the Joint Powers Agreement: Ci ty Eagan Inver Grove He*ights Lilydale Mendota Mendota Heights South St. Paul Sunfish Lake West St. Paul Shares Amount 5 $2,500.00 4 2,000.00 500-00 500.00 2 1,000.00 5 2,500.00 1 500.00 4 2,000.00 INITIAL SERVICE AREA APPENDIX C LOCAL PROGRAMMING EQUIPMENT OUANTITY 3 K 3 3 8 4 2 LOCAL ORIGINATION/ACCESS STUDIO STUDIO EQUIPMENT PREVAILING MODEL NO. DESCRIPTION UNIT COST KY -310U JVC Three -Tube Professional In In I I Color Camera Includes: 12: Zoom Lens, HZ -512U, Rear Manual Focus Control, HZ-FM12U, Rear Servo Zoom Control, HZ-FM12U, Remote Control Unit, RS -500U, 65' Camera Cable VC -544U, and 51/2" Viewfinder VF -550U UCl-003U JVC Rack Mount for Remote Control Unit VSF-2000 Heiwa Seiki Tripod with Fluid Head and Dolly ISI -902 ISI Special Effects Generator with Downstream Keyer 666-C and RGB Chroma Keyer 660 ISI -501 ISI Rack Frame ISI -505 ISI Power Supply 1470 Tektronix Sync Generator/Text Generator VM -906 Hitachi 9" B/W Input Monitors VM-9-2RP Hitachi Rack Mounts PVM-1220 Sony 12" Rack Mount Color Monitors RM-13TR Videotek 13" Color Receiver Monitor PVM-1900 Sony 19" Color Monitor WV -5361 Panasonic 9" B/W Monitor with Waveform Monitor/Vectorscope Rack Mount In In I I PREVAILING OUANTITY MODEL NO. DESCRIPTION UNIT COST — 2 VDA-100A Sigma Video Distribution Amplifier of 1 PDA -100A Sigma Pulse Distribution Amplifier If 1 FR -3-100 Sigma Rack Frame of 1 WJ225R Panasonic 12 x 1 Active Video Switcher (engineering) is 1 WJ220R Panasonic 6 x 1 Active Video Switch (TBC input) If 1 1740 Tektronix Waveform. Monitor/ Vectorscope If 1 Q -7A Quanta Production Titler if 2 VO -5800 Sony U -Matic Recorder/Players It 1 VO -5850 Sony U -Matic Recorder/Player/Editor of 1 RM -440 Sony Edit Controller with Dub Cable VDC-5 and Control Cables RCC5F 1 CCD -HP Fortel Time Base Corrector 1 7212 Tapco 12 Input Audio Mixer 2 Sentry Electro -Voice Monitor Speakers 100 1 GBW-75 BGW 25 Watt Stereo Monitor Amplifier 1 5LB-10 Technics Turntable with Cartridge 1 2B Stanton Phono Preamp 2 2100RP Broadcast Electronics Audio Cart Recorder/Player and Rack Mount 1 DRV -7 Hitachi Audio Cassette Recorder 6 CO -90 Electro -Voice Lavalier Microphone 3 D -190E AKG Cardiode Microphones 4 MS -12C Atlas Desk Mic Stands 4 DS -14 Atlas Floor Mic Stands PREVAILING OUANTITY MODEL NO. DESCRIPTION UNIT COST_ 1 SB -36W Atlas Boom Stand It 1 BS -44 Atlas Baby Boom it 1 800 Spectra-Sonics Audio Tone Generator if 7 BP300 RTS Intercom Belt Packs it 1 PS -8 RTS Intercom Power Supply If 1 TW -5W Telex Intercom Headsets It 1 001-12 Porta -Pattern Test Chart System If 1 EDAM- Comprehensive Audio Snake It 6DBX 1 6EXM-6XF Comprehensive Extension Cable if 1 4305 Zeimark Optical Multiplexer If 1 4310 Zeimark TV Camera Support 1 4311 Zeimark Projector Support 1 4312 Zeimark Film Projector Mount 1 RC4305 Zeimark Multiplexer Remote Control 1 PRC -3 Zeimark Rack Mount 1 RC2-2DX Zeimark Slide Projector Remote 1 RC-NDl Zeimark ND Remote Control 1 LD -4200 Zeimark Dual Drum Projector 1 ND -1 Zeimark Neutral Density Auto Light Control 1 LD -35P Zeimark Video Camera Lens 1 NT -3 Eiki 16MM Tele -Cine Projector 1 LE -4 Zeimark Projector Lens 1 FK -6 Zeimark Filter Kit QUANTITY MODEL NO. DESCRIPTION PREVAILING UNIT COST 1 KY-190OU JVC 3 Tube Color Camera It 1 RS-190OU JVC Remote Control Unit " 1 VC -513U JVC Camera Cable " 1 -- Strand Century Studio Lighting Package " 1 4719-4Y- Homes 5 -Bay Console 8-5 '► 1 -- Panoak Dual Track Cyclorama " OFF-LINE EDITING 1 VO -5800 Sony U -Matic Recorder/Player " 1 VO -5850 Sony U -Matic If 1 ECS -90 Convergence Edit Controller with Speaker & Cables it 1 BL -90 Convergence Fade to Black Option If 1 TR930 Panasonic 9" B/W Monitor If 2 TMR-9 JVC 9" Color Monitors with Pulsecross, Underscan and Blue Gun If 1 901A Winsted Edit Console If 1 987-14 Winsted Rack Mount If 1 DRV -7 Hitachi Audio Cassette Player it 1 M267 Shure Audio Mixer with Rack Mount " 1 101 f 3M 10 x 1 Active Audio Follows Video Switcher 1 Q-VlA Quanta Production Character Generator " QUANTITY MODEL NO. DESCRIPTION PLAYBACK EQUIPMENT PREVAILING UNIT COST 5 VP500 Sony U -Matic Players 5 101 3M 10 x 1 Active Audio Follows Video Switchers 1 WV5203 Panasonic 3 x 1 B/W Input Monitors 1 RM-13TR Videotek 13" Color Receiver Monitor 4 422A Orban Audio Compression Limiters 2 DR -7700A Homes Rack Cabinets 1 CCD -HP Fortel Time Base Corrector PORTABLE ENG EQUIPMENT 4 KY310UP JVC Portable Three -Tube Color Camera System which Includes: 12:1 Zoom Lens HZ -512U and Standard Accessories 4 3065 Bogen Universal Cine/Video Tripod with Fluid Head 4 VO -4800 -Sony &-Matic Portable Recorder/ Player 8 BP60 Sony Battery 4 1053 Strand Century Portable Light Kit 635A Electro -Voice Omni Directional Microphone and 25' Cable TOTAL 5248,000 QUANTITY 2 2 2 4 2 1 1 2 1 1 6 1 6 1 1 PRODUCTION VAN PREVAILING MODEL NO. DESCRIPTION UNIT COST KY-310UP JVC Three Tube Professional Color N m Camera Includes: 12:1 Servo Zoom Lens with 2Y Extender HZ-E512U, Rear Manual Focus Control HZ-FM12U Rear Servo Zoom Control HZ-ZS12U, 51j`2" Viewfinder VF -550U, Remote Control Unit RD -500U and Portable Accessories UCl-003U JVC Rack Mount Kit VC -544U JVC 65' Camera Cable VC -545U JVC 165' Camera Cable VSF-2000 Heiwa Seiki Tripod with Fluid Head WJ5600B Panasonic Color Special Effects Generator PVM411 Sony 4xl B/W Input Monitor TMP. -9 JVC 9" Color Monitor with Under - scan, Pulsecross and Blue Gun RK -9U JVC Rack Mount CVM1270 Sony 12" Color Receiver/Monitor WV -5360 Panasonic 9" B/W Monitor with Tektronix Rack Mount 1740 Tektronix Waveform Monitor/ Vectorscope WJ220R Panasonic 6xl Active Video Switcher BP300 RTS Intercom Belt Packs PS -8 RTS Intercom Power Supply CS -75 Telex Intercom Headsets Q -VIA Quanta Character Generator VDA-100A Sigma Video Distribution Amplifier N m PREVAILING QUANTITY MODEL NO. DESCRIPTION UNIT COST_ 1 FR -3-100 Sigma Rack Frame 1 001-12 Porta -Pattern Test Chart System 1 7208 Panasonic Audio Mixing Console 6 CO -90 Electro -Voice Lavalier Microphones 1 BGW-75 BGW Stereo Audio Amplifier 1 Sentry Electro -Voice Monitor Speaker 100 1 210ORP Broadcast Electronics Audio Chart Recorder Player and Rack Mount 1 VO -5850 Sony U -Matic Recorder/Player Editor 1 1054 Strand Century Portable Light Kit 1 EDAM-5DBX Comprehensive Audio Snake 1 63XM-6XF Comprehensive Extension Cable 1 Modified Ford E350 Super Van with Pull -Out Rack Cabinets, A/C, 6.5 KW Generator, Cable Reels and Roof Platform TOTAL $100,000 ALPHANUMERIC DISPLAY EQUIPMENT PREVAILING QUANTITY MODEL NO. DESCRIPTION UNIT COST 1 FMC -2/K Texscan/MSI Flexicaster Micro- processor Based Character Generator System 1 TRM-348 Texscan/MS1 348 Page Memory Expansion 1 DM -300/ DURA Texscan/MSL Auto -Answer Modem 10 DM -300/ DCAT Texcan/MSI Originate Only Modems 10 1KB-R3 Texcan/mSl Remote Keyboards If TOTAL $20,000 To Be Determined To Be Determined CAPTIONING TTD/TTY Units Captioning Facility TOTAL MODULATION EQUIPMENT 11 6350 -PL Scientific Atlanta Television Modulator TOTAL $ 4,000 15,000 $19,000 If $20,000 APPENDIX D TESTING AND MAINTENANCE PROCEDURES Performance Test -Initial The system will be designed in phases of approximately 25 miles each. upon completion of construction in each phase, the section will be tested for performance in the following manner: Matrix SX -66 multi channel signal source will replace system signals during the test period and a companion Matrix R-12 distortion analyzer will be used to measure composite triple beats, cross modulation and second order distortion. The same source will be used to measure carrier to noise ratios (by the attenuator substitution method). Hum will be measured by a Texscan Digitech signal level meter equipped for hum measurement. System response will be determined by a Texscan 1865 sweep system. All tests are in accordance with current NCTA standards of good engineering practice. System signal leakage integrity will be determined by a Commsonics transmitter #ST -200X and receiver #FR -200X. Tests will be performed on not less than 3 locations per 25 mile phase, selected to represent the most distant system points in the phase. Performance Test -Ongoing Since the system is provided with status monitoring facilities, performance is under constant surveyance for key operating characteristics, with variations in performance immediately displayed at the system's dispatch center. The automatic system is supplemented by field tests as may be directed by the system chief engineer from his evaluation of performance trends. At least 3 permanent test points will be established for each 25 miles of completed plant. Continuous monitoring of system signal leakage will be done by equipping technical vehicles with detection receivers thus moni- toring all areas traveled. In the normal course of each week it is probably that more than 25% of the system will have been tra- veled or at least 50% per month. With this technique, leakage monitoring is essentially continuous. Permanent records of the automatic data monitoring system, field tests and other technical records may be kept as part of the system maintenance file in computer memory with hard copy as required. A complete list of test equipment follows including equipment to provide calibration of field instruments. EQUIPMENT LIST Tyne Mfr. Model No. Installers Texscan Installer foremen Texscan Digitech Chief installer Texscan Digitech Maintenance technicians Texscan 7272 Bench technicians Texscan VSM-5+7272 Chief technician Te -scan VSMI-5+ Digitech Chief engineer Texscan VSM-5+ Digitech oscilloscopes: Wavetek 1901C Tektronix 465B Tektronix 485 Baseband video Gear Tektronix 1480 Waveform monitor with VITS capability Test signal generator Tektronix 147 with VtTS capability Color bar generator Leitch. CTG20ON Vectorscope Tektronix 520/420 it Video Monitor -color Ikegami TM -14-2214 Video monitor -monochrome various Precision demodulator Rhode -SW EKF Calibration equipment Power meter H.P. 435A SLM calibrator Boonton 192A Signal generator li Wavetek Frequency Counter H.P. 5383A Frequency Counter Processor Mid -state SP2 Sweep Equipment Simul. Sweeping Texscan 1865 Bench Sweeping Wavetok 1801B/1075 EQUIPMENT LIST Type Mfr. Model No. Video Sweep Tektronix TSG -06 Sideband analyzer TV channel sweep (for Wavetech 1402A converter and processor maintenance) Marker generators Inherent Return Loss and/or Wideband A-56 Impedance Bridge Texscan 9900D-9644 Standard Calibrated Terminations Wideband Multi -channel generators Matrix SX -66 Wave Analyzers Matrix R-12 Automated Test Gear Tektronix 1980 (Answer) Strip Chart Recorders Triplett X -Y Chart Recorders Other Logic Analyzer H.P. 1640A DVM Fluke TDR Tektronix 1502 Return Cable Test/Align Texscan 9557-9558 Audio Distortion Sound Technology Deviation Meter T.F.T. PROCEDURES FOR ROUTINE MAINTENANCE The status monitor system installed in the telecommunications system keeps a continual eve on the most important system operating parameters in both the forward and reverse paths of the telecommunications system. The automatic and instant error reporting facilities of the status monitor system allow main- tenance personnel to be dispatched to trouble areas in a minimum amount of time. Physical and electrical inspections of the trunk will be carried out every three months. All faults found on these inspections will be corrected immediately. The system standby powering is checked and inspected every six months for operation, electrolytic levels in all batteries and general mechanical condition. Processing equipment and modulators will be subjectively eva- luated on a daily basis by the system chief technician or a per- son appointed by him to carry out this task. objective evaluations of processing equipment and modulators will be carried out on a monthly basis using vertical interval testing techniques and a complete evaluation of all operating parameters on a yearly basis. The signal levels and the operation of standby power systems at headend.facilities and the system distribution hub will be checked and results recorded on a weekly basis. All instruments used for making level measurements will be calibrated on a daily basis against a high quality signal level calibrator or equivalent. The system service facility will be fully equipped to test and repair all amplifiers, headend equipment, and local origination equipment owned by the company. Continental's technical staff are trained and qualified to con- sistent standards at all system locations, using in-house training packages. TECHNICAL DEPARTMENT 1. Plant Maintenance Field Responsibility - System Standards Technician, Headend Technician, Trunk Technicians, Line Technicians, Service Technicians. Policy - To sustain a regular program of system standard audit and maintenance, and to assure that all component parts of the system are maintained at an operating level at or above specifications issued by the Cities, FCC and Grantee. All reports to be approved by the Technical Manager of Grantee of Northern Dakota County. 2. Customer Service Field Responsibility - Service Technicians, Dispatch Policy - To meet or surpass technical standards, issued by the Cities and Grantee, at all subscriber terminals. Outstanding deficiencies to be reported to the Technical Manager. Also to maintain the highest level of subscriber satisfaction as possible. 3. Engineering Services and Design Field Responsibility - Engineering and Design (Construction) Policy - To design, have constructed, and inspect all new plant projects and rehabs, assuring that all component parts of the system will operate at levels at or above specifica- tions issued by the Cities, by the FCC and Grantee. Grantee will sustain a regular program of system standard audit and maintenance to assure that component parts of the system are maintained at an operating level at or above specifications issued by the Cities, FCC and by Grantee, or local agencies. 1. Headend a) A weekly check of levels and subjective video and audio tests will be performed for all television, Fm and local origin-ation output channels as per Grantee's engineering test procedures. b) Monthly records of output test levels will be maintained for inclusion in annual technical report. C) A sweep of all television, FM and local origination out- put channels will be be performed annually and alignment and/or equipment overhaul will be performed as necessary. A record with dates will be maintained for all systems. d) An annual check and required maintenance will be per- formed on all headend and antenna hardware with a report of deficiencies to be filed with the Technical Manager. An annual inspection by professional tower contractors to be performed to determine the structural adequacy and guy tension of headend facilities. A report of defi- ciencies to be filed with the Technical Manager. 2. Trunk a) A monthly record of signal levels and response will be maintained for selected test points. The number and location of these "critical" points to be determined by the Technical Manager. b) A quarterly record of C.N.R., Hum, Intermodulation levels and subjective quality testing will be maintained at selected points throughout the systems. C) All trunk amplifiers will be checked for operational adequacy over a 6 month period. The required infor- mation will be recorded on the amplifier record cards. d) Standby power supplies and monitor alarms will be checked every 6 months. e) An annual technical proof of performance will be per- formed to the specifications issued by 'Grantee. 3 . Line a) All distribution line extenders will be checked for operational adequacy and aligned if necessary over a period of one year. Headend a) Weekly Responsibility: Headend Technician Subjective Test. These tests to be performed for all distributed television and FM channels. 1. Pictures should be graded as per Grantee specifications. 2. Levels should be checked with Spectrum Analyzer and if changes are required, be made and recorded. 3. TNT audio as per Grantee specifications. 4. FM Audio Quality as per Grantee specifications. b) Monthly responsibility Headend Technician Grade of Received Signal. These tests to be performed for all off -air TV and FM channels carried on our system. Records of the results of the above procedures to be kept until ntil annual sweep is performed. Whereupon the two extremes (maximum and minimum S.N.R. and Graide) for each channel will be recorded and kept with results of sweep. c) Annually 'Responsibility: Headend Technician. Dated and properly identified records of sweeps performed on all TV, FM and local origination output channels will be kept until final proof of performance results for the system have been conducted and accepted by the Cities, FCC and Grantee. Trunk a) Monthly Responsibility: System Standards Technician. S.N.R. and Frequency Response for all TV and FM channels at selected test points will be performed per Grantee specifications. Recordings are to be maintained and incorporated into the results of the annual proof of performance. b) Quarterly Responsibility: System Standards Technician (at critical points). S.N.R., Hum, C.13.R., Intermod levels and subjective quality - per C.E. Tests 3, 5, 17, 4 & 14. Records will be maintained for 1 year for com- parison and incorporation into results of the annual proof of performance. c) over 6 month Period Responsibility: Trunk Technician (Amplifiers). Check for corrosion of hardware, examine amplifier module for defects, record all information required and initial amplifier record card. Record levels and comments, reseal and re -pressurize housings. d) Every 6 Months Responsibility: System Standards Technician (Standby Power & Alarms). All standby powering and alarms to be put into operation and moni- tored by the Maintenance Supervisor or his designate at least twice a year. Batteries to be checked for levels and corrosion, etc. at the same time. Alarm situation testing must be cleared through Dispatch before pro- ceeding with test. e) Annual Responsibility: System Standards Technician, Proof per Grantee specifications. Line a) Over a 1 year period Responsibility: Line Technical (Line Extenders). See 2c procedure above. SERVICES AVAILABLE UNIVERSAL SERVICE Cable Channel Number Designated Programming/Service 2 Program Guide 3 Educational Access A Government Access 5 Leased Access 6 Regional Channel 6 7 Local Origination/UPI 8 Public Access 9 Community Bulletin Board/Swap and Shop 10 Institutional Access 11 Institutional Access 12 Labor Access 13 Ecumenical Channel Cable Channel Number BASIC SERVICE Designated Programming/Service 2 KTCA - Channel 2, St. Paul, ETV 3 Local Origination/UPI 4 WCCO - Channel 4, Minneapolis, CBS 5 KSTP - Channel 5, St. Paul, ABC 6 Regional Channel 7 Public Access 8 Educational Access 9 KMSP - Channel 9, Minneapolis, IND 10 Government Access 11 WTCN - Channel 11, Minneapolis, NBC 12 Ecumenical Channel 13 Institutional Access 14 Institutional Access 15 Reserved for future use 16 Labor Access/Job opportunities 17 KTCI - Channel 17, St. Paul, ETV 18 Community Bulletin Board/Swap and Shop 19 Program Guide 20 Reserved for future use 21 Leased Access 22 ACSN - The Learning Channel/Silent Network 23 KTMA - Channel 23, Minneapolis, IND 24 Cable Health Network/Daytime 25 C -SPAN 26 Modern Satellite Network/Black Entertainment Television 27 Satellite Program Network 28 WHWC - Channel 28, Menominee, WI 29 WFBT - Channel 29, Minneapolis, IND 30 WCCO Weather/The Weather Channel 31 Spanish International Network EXPANDED SERVICE Cable Channel Number Designated Programming/Service I Home Computer Network 2 KTCA - Channel 2, St. Paul ETV 3 Local Origination/UPI 4 WCCO - Channel 4, Minneapolis, CBS 5 KSTP - Channel 5, St. Paul, ABC 6 Regional Channel 7 Public Access 8 Educational Access 9 KMSP - Channel 9, Minneapolis, IND 10 Government Access 11 WTCN - Channel 11, Minneapolis, NBC 12 Ecumenical Channel 13 Institutional Access 14 Institutional Access 15 Reserved for future use 16 Labor Access/job Opportunities 17 KTCI - Channel 17, St. Paul, ETV 18 Community Bulletin 'Board/Swap and Shop 19 Program Guide 20 Reserved for future use 21 Leased Access 22 ACSN - The Learning Channel/Silent Network 23 KTMA - Channel 23, Minneapolis 24 Cable Health Network/Daytime 25 C -SPAN 26 Modern Satellite Network/Black Entertainment Television 27 Satellite Program Network 28 WHWC - Channel 28, Menomonie, WI, ETV 29 WEBT - Channel 29, Minneapolis, IND 30 WCCO Weather/The Weather Channel 31 Spanish International Network 32 Nickelodeon/Arts 33 ESPN 34 USA Network 35 MTV (Music Television) 36 Cable News Network 37 Financial News Network 38 Nashville Network 39 WGN, Channel 9, Chicago 40 CNN Headline News EXPANDED SERVICE continued Cable Channel Number Designated Programming/Service 41 WTBS, Channel 17, Atlanta 42 Bravo 43 Disney Channel 44 Reserved for future premium service 45 Home Box Office 46 Cinemax 47 Movie Channel 48 Showtime 49 Cinemateque 50 Pay -Per -View 51 Home Theatre Network Plus 52 Dow Jones News Retrieval System 53 Telemetry Channel 54 Reserved for FM Use 55 Reserved for FM Use 56 Reserved for FM Use 57 Reserved for future use 58 Reserved for future use 59 Reserved for future use 60 Reserved for future use 61 Reserved for future use 62 Reserved for future use RADIO SERVICE Educational 24 Progresive 24 Beautiful music 24 Educational 24 Contemporary Hours Per Proposed Call Religious Format Day (est.) Activation Letters I City (shortwave) 24 Date** 24 Religious Educational 24 Progresive 24 Beautiful music 24 Educational 24 Contemporary 24 Educational 24 Religious 24 Religious 24 Continuous Time Northfield (shortwave) 24 Diversified 24 Religious 24 Middle of the Road 24 WRFW-FM River Falls WMCN-FM St. Paul KTCR-FM Minneaaolis KMOJ-FM Minneaoolis KJJO-FM St. Louis Park WCAL-FM Northfield KTIS-FM Minneapolis KNOF-FM St. Paul WWV Fort Collins, CO WEVR-FM River Falls WCTS-FM Minneaoolis WIXK-FM New Richmond Contemporary 24 WLKX-FM Forest Lake *For example, country, rock, etc. "Specify proposed activation date if other than initial date. +Indicate AM, FM, Shortwave or other. RADIO SERVICE continued +Satellite, microwave, local origination, local access, etc. *For example, country, rock, etc. "Specify proposed activation date if other than initial date. c. Will the audio service be available to subscribers of all tiers? Yes W No( If no, with which tier offerings will audio service be available. Hours Per Proposed Title/Format* Source+ Day Activation (estimate) Date" CBC French Service 24 (Religious) Moody Broadcasting Network 24 CNN Radio Network 24 Bonneville (East Listening Music) 24 Handicapped Access 24 Local origination Simulcast 24 School District Access 24 Educational Access 24 +Satellite, microwave, local origination, local access, etc. *For example, country, rock, etc. "Specify proposed activation date if other than initial date. c. Will the audio service be available to subscribers of all tiers? Yes W No( If no, with which tier offerings will audio service be available. RADIO SERVICE continued Hours Per Proposed Title/Format* Source+ Day Activation (estimate) Date" Music Television Audio (stereo) Seeburg Lifestyle music (Religious -Black Gospel) Satellite Radio Network Showtime Audio Stardust (M.O.R.) Radio Talking Book HBO Audio Movie Channel Audio Bravo Channel Audio 24 24 24 24 24 24 24 24 24 +Satellite, microwave, local origination, local access, etc. *For example, country, rock, etc. "Specify proposed activation date if other than initial date. c. will the audio service be available to subscribers of all tiers? Yes W No If no, with which tier offerings will audio service be available. RADIO SERVICE continued English Service 24 s Per Proposed d Ca Foreign Language 241 Format (,�, Da St. Day vo Acti ti on I t Letters City Date** English Service 24 CBC Toronto Special -Ethnic Foreign Language 241 KFAI Minneapolis Classical 24 WFMT Chicago Public/Educational 24 KUOM Minneapolis *For example, country, rock, etc. "Specify proposed activation date if other than initial date. +Indicate AM, FM, ShortWave or other. RADIO SERVICE continued +Satellite, microwave, local origination, local access, etc. *For example, country, rock, etc. "Specify proposed activation date if other than initial date. c. Will the audio service be available to subscribers of all tiers? Yes (X) No ( ) If no, with which tier offerings will audio service be available? Hours Per Proposed Title/Format* I Source+ Day Activation (estimate) Date" Minnesota Public Radio 24 Minnesota Public Radio 24 Minnesota Public Radio 24 Minnesota Public Radio 24 Community Access 24 Institutional 24 Access Simulcast 24 Leased Access 24 Agricultural Access 24 +Satellite, microwave, local origination, local access, etc. *For example, country, rock, etc. "Specify proposed activation date if other than initial date. c. Will the audio service be available to subscribers of all tiers? Yes (X) No ( ) If no, with which tier offerings will audio service be available? (1) c Ul -r-i a) � 0 -W 4-1 4-4 (0 (a 0 > a) Q) �4 >4 a4 1 �4 C: S4 a) 0 -li 14 (1) 4-4 4-) 0 MQ4 U 4J 0 > �4 5 -4 :� U2 (1) �4 H �4 —i �4 �4 (1) g4 rO -41 C) t () t () -W r� 80 -r� �4 �4 Q) p m ra (a p H E- ro a) > a)�4 14 1 4 G) a) 4-1 Q) ra) > a) a) Q) r- o -P r- 41 4-) 41 r�-: 0 � `"'iC) to 41 c -Lj r- -rl U) 0 �4 4-J 0 Q) -ri U 104O 0 1 0 0 Z4 T; �4 r�G-4PI 'o(1) I4 �U v 0 Q) rM rc: r4 Q) Q) ryu rs < ra rzz� rc r-' � r--4 r-4. W > -,1 4 �4 �4 4-) 4-j 4-) u � � 0 (0 Mu rZ4 C.) Q N ul P4 po P4 oa 24 41 41 N�4 APPENDIX F CONSTRUCTION DEADLINES Total Construction Period: 27 months from date MCCB confirms the franchises. NOTE: Construction will be considered complete when all house- holds in the initial service area have access to cable service. Category Year 1 Year 2 Year 3 a. Aerial plant miles 37 150 37 b Underground plant miles with conduit 5 20 5 C. Underground plant miles w/o conduit d. Total plant miles (for year specified) 42 170 42 . e. Cumulative plant miles completed (inception to date) 42 212 254 _ f. Cumulative percent- age completed (inception to date) 16.5 83 100 Total Construction Period: 27 months from date MCCB confirms the franchises. NOTE: Construction will be considered complete when all house- holds in the initial service area have access to cable service. CONSTRUCTION SCHEDULE By MILEAGE (Institutional Network Only) Total Construction Period: 60 mnotbe from date MCCB confirms the franchises. Construction will vviII be considered complete when all commercial, industrial and institutional buildings proposed to be passed by the distribution system have access to cable service. Category Year I Year 2 Year 5 a. Aerial plant miIeo34 b. Underground plant miles with oonduit5 C. Underground plant miles w/o conduit d. Total plant miles (for year specified) ------ ------- ------ e. Cumulative plant miles completed (inception to date) 3g f. Cumulative percent- age completed (inception to date) I00% Total Construction Period: 60 mnotbe from date MCCB confirms the franchises. Construction will vviII be considered complete when all commercial, industrial and institutional buildings proposed to be passed by the distribution system have access to cable service. APPENDIX G RATES AND CHARGES TIER IDENTIFICATION: UNIVERSAL 1. Residential -ISA First TV Outlet Addll TV Outlets, ea. FM Audio Converter A -B Switch Relocation Reconnection APPENDIX G RATES AND CHARGES INSTALLATION MONTHLY CHARGE RATE $29.95 '+ A -B switch cost N.A. N.A. N.A. N.A. N.A. N.A. N.A. Cost Free 9.95 N.A. 9.95 N.A. 2. Residential -Line Extension Areas Same as Residential -ISA; installations subject to line exten- sion policy set forth in response to Form H. 3. Commercial Facilities Same as Residential - ISA 4. Multiple -Unit Dwellings Same as Residential -ISA; except in buildings of 10 or more units, where common billings afford material costs reductions to Grantee, rate reductions will be negotiated. 5. Multiole Home Parks Same as Residential -ISA; except in parks of 10 or more units, where common billings afford material reductions to Grantee, rate reductions will be negotiated. TIER IDENTIFICATION: INSTALLATION MONTHLY BASIC CHARGE RATE 1. Residential -ISA First TV Outlet $19.95 $ 6.95 Addll TV Outlets, ea. 9.95 2.95 FM Audio Free 2.95 Non -Addressable Converter, 9.95 Free Addressable Converter (for pay subscribers) Free 2.00 Remote Channel Switcher Free 2.95 Relocation 9.95 N.A. Reconnection 9.95 N.A. 2. Residential -Line Extension Areas Same as Residential -ISA; installations subject to line exten- sion policy set forth in response to Form H. 3. Commercial Facilities Same as Residential - ISA; rates will be negotiated where public use is made of the service. 4. Multiple -Unit Dwellings Same as Residential -ISA; in buildings of 10 or more units, where common billings afford material cost reductions to Grantee, rate reductions will be negotiated. 5. Multiple Home Parks Same as Residential -ISA; in park of 10 or more units, where common billings afford material reductions to Grantee, rate reductions will be negotiated. Pav TV Service HTN Plus Bravo Disney Channel HBO* Cinemax* Showtime* The Movie Channel* Pav-Per-Event Installation 819.95 19.95 19.95 19.95 19.95 19.95 19.95 Relocate/ Reconnect $9.95/19.95 9.95/19.95 9.95/19.95 9.95/19.95 9.95/19.95 9.95/19.95 9.95/19.95 Monthly Rate S6.95 9.95 TBD 9.95 9.95 9.95 9.95 Grantee will offer subscribers with addressable converters movies, sports and entertainment specials for fees ranging from $5.00 to $20.00 per event, depending on the nature of the event. Grantee will also work with local colleges and universities to offer tele -courses for credit on a pay -per -event basis. * Available with Expanded Tier only. Tnt-PrAct For an additional $3.95/month, Grantee will offer InterAct services to Expanded Service Subscribers. This two-way service will include opinion polling and impulse pay-per-view. Further services to be added to InterAct are home shopping and home banking. An installation charge of $19.95 will be assessed unless installed at same time as Tier 1 or 2 service. Opinion Polling Opinion surveys, voting on public issues, and other mass response applications will be provided via the opinion polling service. Using the keypad on the Zenith converter, subscribers may register "yes" or "no" answers to questions or give limited responses using specified digital codes. The headend equipment will permit insertion of polling in all local origination, access, and leased programming channels. Applications of opinion polling could range from movie and sports quizzes to opinion polling during programs in which issues of public concern are discussed. For example, a community group may host a program on housing issues, during the course of which the audience would be asked to respond to new programs being suggested. As described on the following pages, Grantee proposes to offer subscribers Dow Jones news and data retrieval services. Dow Jones Home Information Terminal will be installed at Grantee's cost of labor and materials. Three service tiers will be available at $22.00, $50.00, and $60.00 respectively, per month.