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Ordinance No. 0904 05-02-1988' OFFICIAL TITLE AHD SUHMARY ORDINAlICS N0. 904 I. TITL$ 9N ORDIN6NCS RECODIFYING THE FRIDLEY CITY CODE BY ADOPTING A NEH CHAPTER 405, BNTITLED °CABLE TELEYLSION FRANCHISE" AND REPBALING OLD CHAPTEA �405, $NTITLED RCABLE COMMUNICATIONS FRAPCHISfi^ AND GRA�TING A FRANCf1ISE TO NORTII. CABLE ASSOCIATES L.P. TO OPSRATE AND liAINTAIN A CABLE TEI.SVISION SYSTSt4 IN THH CITY OF FRIDLEY; SETTING FORT� CONDITIONS ACCOKPAAYIPG THS GAAPT OF TFE FRANCHISE; PROQIDIHG FOR REGULATION AAD QSE OF THS SYSTEH� AND PRESCRIBING PSNALTIES FOft THE YIOLATION OF THS PROV7SIONS OF THIS ORBIPdliCE. u�u ; � . THE CITY OF FRIDLEY� MINNESOTA DOES ORDAIN: It is in the public interest to permit the use of public rights-of-way and easements for the construction, maintenance, and operation of a eable televisionsystem under the terms of this Franchise; said public purpose being � specifically the enhancement of communicatons within the City, the expansion of communications opportunities outside the City and the provision of programming of a truly local interest. The Grantee is required to reimburse the City for costs and expenses incurred inawarding the franchise. The Grantee's technical ability, financial condition and legal qualifications were eonsidered and approved by the City in full public proceedings and affording reasonable notice and a reasonable opportunity to be heard. The Franchise shall commenee upon acceptance by the Grantee and shall expire fifteen (15) years from such date unless renewed, revoked, or terminated sooner as provided. The Franchise granted is non-exclusive. The City specifically reserves the right to grant, at any time, additional franchises for a System in accordnace with state and federal law. The Grantee shall provide a Basic Service consisting at a minimum of the following broad categories of programming: broadcast networks, news, music, ehildren�s, arts, publie affairs� religious, financial and health. The Grantee shall construct, activate� and thereafter maintain a minimum 440 MHz mid-split 3nsitutional network designed and constructed so as to pass � certain public and educational institutions within the City. � 1 � Page 2. Ordinance No. 904 The Grantee shall provide to each of its subscribers reception on at least one specially designed non-commereial public aecess channel available for use by the general publie on a first-come, first served, nondiscriminatory basis; at leaet one speeially designated access ehannel for use by local educational authorities; at least one specially designated access ehannel available for local government use; at least one specially designated access channel for use by the Anoka County Library; and at least one specially designated access channel available for lease on a first-come, first-served, nondiscriminatory basis by commercial and non-commerieal users. The Grantee shall continue to provide, maintain, and replace all equipment presently made available for public aecess use. The Grantee shall contribute to the City the following sums to be used to acquire equipment in support of pu6lic, educational, and governmental access: The time of acceptance No later than March 1, 1993 No later than March 1, 1998 $60,000 $60,000 ad�usted in aceordanee with the Consumer Price Index $60,OD0 adjusted in accordance with the Consumer Price Index The Grantee shall upgrade the System to a minimum of 440 PIIIz no later than two (2J years from the acceptance of this Franchise. The Grantee shall pay to the City an annual amount equal to five percent (5�) of its Gross Revenues. The foregoing payments shall be compensation for use of streets and other pu6lic property. The amount is deemed fair and reasonable. At the time the Franchise is accepted, the Grantee shall furnish and file with the City a performance bond or a performance and payment bond together with such other security as is approved by the City, The bond shall run to the City in the penal sum of Five Hundred Thousand Dollars ($500,000.00). The bond shall be conditioned upon the faithful performance of the Grantee of all terms and conditions of the System Upgrade. At the time this Franchise is accepted, the Grantee shall deposit into a bank account, established by the City and maintain on deposit through the term of this Franchise, the sum of Ten Thousand Dollars ($10,000.00) as a common security fund for the faithful performanee by it of all the provisions of this Franchise. � Page 3. Ordinance No. 904 The Grantee shall indemnify, defend, and hold harmless the City for all damages and penalties, at all times during the term of this Franchise, as a _ result of Grantee's exereise vf this Franchise. The City reseves the right to revoke, terminate, or cancel this Franchise in event of specifie Franchise violations. The Grantee shall not deny service, deny access, or otherwise discriminate " against subseribers, programmers, or general citizens on the basis oF race, color, religion, national origin, sex, or age. III. NOTICE This Title and Summary has been published to clearly inform the public of the intent and effect of the City of Fridley Cable Television Franchise Ordinance. A copy of the Ordinance, in its entirety, is available for inspection by any person during regular office hours at the office of the City Clerk and at the Fridley Branch of the Anoka County Library. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 2ND DAY OF MAY� 1988. 1 ATTEST: / , !� �� SHIRLEY A. HAAPALA - TY CLERK PUBLIC HEARING: APRIL 4, 1988 FIRST READING: APRIL 18� 1988 SECOND READING: MAY 2, 1986 PUBLISH: MAY 11, 7988 REPUBLISH: JUNE 1� 1988 �e�-����w -- WILLIAM J. N - MAYOR THIS ORDINANCE IS BEING REPIIBLISHED TO ADD THE DATE OF ADOPTION THAT WAS NOT PART OF THE ORIGINAL PUBLICATION ON MAY 11� 1988, ' I � � 1 ORDINANCE N0. 904 AN ORDINANCE RECODIFYING THE FRSDLEY CITY CODE BY ADOPTING A NEW CHAPTER 4D5, ENTITLED "CASLE TELEVISION FRAPdCHISE" AND REPEALING OLA GHAPTER 405, ENTITLED "CABLE COMMUNTCATIONS FRAN'CHISE" AND GRANTIApG A FRANCHISE TO NORTEL CABLE ASSOCIATES L.P_ TO OPERATE AND MAIP3TAIPd A CABLE TELEVISION SYSTEM IN THE CITY OF FRIDLEY; SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE FRANCffiSE; PROVIDING FOR REGULATIOIld AND USE OF THE SYSTEM; AND PRESCRIBING PENALTIES FOR THE VIOIATION OF THE PROVISIONS OF THIS ORDINANCE The City of Fridley does ordain that it is in the public interest to permit the use of public rights-o£-way and easements for the construction, maintenance and operation of a cable television system under the terms of this Franchise, said public purpose being specifically the enhancement of communications within the Gity, the expansion of communications opportunities outside the City, and the provision of programming of a truly 1oca1 interest 405.01. STATEMSNT OF INTENT AND PUR.POSE 1 Statement o£ Intent and Purpose The City intends, by the adoption of this Franchise, to bring about the continued development and operation of a cable television system This continued development can contribute significantly to the communications needs and desires of many individuals, associations and institutions 2 Award Fee and Franchising Costs Grantee shall reimburse the City for a11 costs, including attorney's fees and publication fees, expended in the soliciting, pLOCessing and awarding of the Franchise Payment shall be made by Grantee at the time of acceptance of this Franchise as set forth in Section 405 15 02 hereof 405.02_ SHORT TITLE This ordinance sha11 be known and cited as the Television Franchise Oxdinance", Within this refezred to as "this Franchise" or "the Franchise" 405.03. DEFINITIONS "City of Fridley Cab1e document it shall also be For the purpose of thls 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 tihe singular number include the plural number The words "sha11" and "will" are mandatory and "may" is permissive Words not defined shall be given their common and ordinary meaning 1 Basic Service Any level of service that includes the retransmission of local television broadcast signals and the access channels requit'ed herein 2 Ca61e Mile A mile of cable bearing strand � � ' Page 2- Ordinance No 904 3 Channel A six (6) Megahertz (MHz) frequency band, which is capable of carrying either one standard video signal, a num6er of audio, digital or other non-video signals, or some combination of such signals 4 Class IV Channel. A signaling path provided by the System to transmit signals of any type from a subscriber terminal to another point in the System 5 City The City of Fridley, Minnesota, a municipal corporation in the State of Minnesota or its delegations The City Council is the authority of the City 6. Complaint Any verbal or written inquiry, allegation or assertion made by a person which requires subsequent corrective action to the 5ystem or any portion thereof, or raises an objection to the programming or business graceices of Grantee. The term "Comglaint" does not include an inquiry which is immediately answered by the Grantee 7 Converter. An electronic device which converCs signals to a frequency not susceptible to interference within the television receiver of a subscriber and by an appropriate channel selector also permits a sixbscriber to view a11 signals included in the Basic Service delivered at designated converter dial locations 8. Drop The cable that connects the subscriber terminal at a point designated by the subscriber in the subscriber's home to the nearest feeder cable of the System 9 FCC The Federal Communications Commission or a designated representative 10 Franchise Administratox The City Manager of the City or his designee who shall be responsible for the continuing administration of the Franchise 11 Grantee Nortel Cable Associates L P, its agents, employees, lawful successors, transferees or assignees 12 G�oss Revenues. The annual gross revenues of Grantee from al1 sources o£ operations of the System within the City including, but not limited to, Basic Service monthly fees, pay television fees, installation and reconnection fees, and advertising revenues This term does not xnclude any sales, excise or othes taxes collected by Grantee on behalf of the state, city, or other governmental unit, The term does not include any bad debt of Grantee so long as the bad debt is equal to or less than two percent (2$) of the annual Gross Revenues A franchise fee shall be imposed on that portion of bad debt in excess of two percent (28) of the annual Gross Revenues 13 Installation The act of connecting the System from the feeder cable to the subscriber terminal so that cable television service may be received by the subscriber 14 Pay Television, The delivery over the System of ger-channel ox per-program audio-visual signals to subscribers for a fee or charge, in addition to the charge for Basic Service 15, Person Any corporation, partnership, proprietorship, individual or organizaCion authorized to do business in the State of Minnesota, or any natural person, 16 Public Property Any real property owned by any governmental unit other than a street Page 3- Ordinance No 904 � 17 Residential Unit Any building, structixre or portion thereof which is occupied as, or designed or intended for occupancy as a residence by one or more individuals The term Residential IInit is not limited to units occupied � by persons as their usual place of residence and includes units rented periodically or used only as seasonal homes 18 Street 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 the City which shall, within its proper use and meaning in the sole opinion of the 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 19 Subscriber Any person or entity who subscribes 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 20 System A facility, consisting of a set of closed transmission paths and associated signal generation, reception and control equipment that is designed to provide cable television service which includes video programming and which is provided to multiple subscribers within the City, but such term does not include (A) a facility that serves only to retransmit the television signals of one (1) or more television broadcast stations, (B) a facility that serves only subscribers in one (1) or more multiple unit dwellings under common � ownership, control or management, unless such facility or facilities uses any public right-of-way, (C) a facility of a common carrier which is sub�ect, in whole or in part, to the provisions of title II of the Cable Communications Policy act of 1984, except that such facility sha11 be considered a System to the extent such facility is used in the transmission of video programming directly to subscribers, or (D) any facilities of any electric utility used solely for operating its electric utility systems 21 System Upgrade That process to commence immediately and to be completed no later than two (2) years from the date of acceptance o£ this Franchise by which the System shall be upgraded to a minimum of 440 MHz and certain other improvements made all of which are described more fully in Exhibit A 22 Tapping 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 23 Two-way System. A system that can pass video, voice, and/or data signals in both directions simultaneously 405.04. GRANT OF AUTHORITY AND GENERAL PROVISIONS 1 Grant of Fxanchise This Franchise is granted pursuant to the terms and conditions contained herein Such terms and conditions shall be subordinate to a11 applicable provisions of state and federal laws, rules and regulations ' 2 Crlteria of Selection The Grantee's technical ability, financial condition and legal qualifications were considered and appxoved by the City in fu11 public proceedings and affording reasonable notice and a reasonable opportunity to be heard � � � Page 4- Ordinance No. 904 3 Authority for Use of Streets A, For the purpose of operating and maintaining a System in the City, 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 a11 agplicable permits are applied for and granted, all fees paid and all otfier City codes and ordinances are otherwise complied with B Prior to construction or alteration of the System or any portion thereof, Grantee shall, in each case, file plans with the City and receive written approval of such plans, which approval shall not be unreasonably withheld, C Grantee shall construct and maintain the System so as not to interfere with other uses of Streets Grantiee shall make use of existing poles and other facilities available to Grantee Grantee shall widely publicize proposed construction work prior to commencement of that work Grantee shall individually notify in writing a11 residents affected by proposed undezground work not less than forty-eight (48) hours prior to commencement of that work Such notice sha11 include the Grantee's telephone number and the responsihle employee of Grantee, D Notwithstanding the above grant to use the Streets, no Street shall be used by Grantee if the City, in its sole opimon, determines that such use is inconsistent with the terms, conditions or provisions by which such Stxeet was cxeated os dedicated, or pxesently used 4. Franchise Term, This Franchise shall commence upon acceptance by Grantee as defined herein and shall expire fifteen (15) years from such date unless renewed, revoked or terminated sooner as herein provided 5 Asea Covered This Franchise is gxanted for the event of annexation by the City, area covered 6 Police Powers texritorial boundary of the City In the any new territory shall become part of the Grantee's rights are subject to the police powers of the City to adopt and enforce ordinances necessary to the health, safety and welfare of the public Grantee shall comply with all applicable general laws and ordinances enacted by the City pursuant to that power 7 Use of Grantee Facilities The 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 fixtures desired by the City to the extent that such installation and maintenance does not interfere with existing and future operations of Grantee 1 ' � Page 5- Ordinance No. 904 S Written Notice All notices, reports ox 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 five (5) days have elapsed after it is deposited in the United States mail in a sealed envelope, with zegistered or certified mail postage prepaid thereon, or on the next addressed business day if sent by express mail or ove�night air courier addressed to the party to which notice is being given, as follows� If to City, City of Fridley 6431 University Avenue NE Fridley, Minnesota 55432 Attn Cable Television Franchise Administrator If to Grantee Nortel Cable Associates L P 350 63rd Avenue NE Fridley, Minnesota 55432 Attn System Manager Such addresses may be changed by either party upon notice to the other party given as provided in this section 9 Franchise Non-Exclusive The Franchise granted herein is non-exclusive The City specifically reserves the right to grant, at any time, additional franchises for a System in accordance with state and federal law 10 Compliance with Laws This Franchise complies with the Minnesota £xanchise standards contained in Minnesota Statutes 238, 405.05. DESIGN PROVISIONS 1 System Design Grantee shall, upon acceptance of this Franchise as defined herein, immediately undertake all necessary steps to upgrade and thereafter operate and maintain the System to a minimum of 440 MHz as more fully described in Exhibit A 2 Two-Way System The City and Grantee will continue to review duxing the term of this Franchise the need for a two-way System 3 Interconnection. A The System shall be designed to be interconnected with other systems The standard VHF channel b shall be designated for usage as a regional channel, provided, however, that until the regional channel becomes operational, the standard VHF channel 6 may be utilized by Grantee as it deems appropriate Subject to approval by the City, the designated regional channel may be shared with the government access channel as may be required until such time as the City requests a separate channel or until combined usage of the channel expands to such point as it is in use during eighty percent (80�) of the time between 8 00 a m and 10 00 p m during any consecutive six (6) week period Page 6- Ozdinance No 904 � B The City may request Grantee to negotiate interconnecting the institutional network or the subscxiber network or both with other adjacent System(s) in the Minneapolis/St Paul metropolitan area Grantee shall use its best efforts to negotiate such interconnection and keep the City informed of the pxogress of any negotiations � � 4 Imtial Service Area A Residential units in areas with an average density of at least forty (40) units per Cable Mile or its equivalent, as measured from the nearest point of usable trunk, shall be provided service upon payment of the standard installation charges and applicable monthly fees B In areas with an average density of less than forty (40) Residential units pex Cable Mile the requesting paxty(s) shall bear a pro rata share of the total cost of time and materials for distribution plant up to the tap Additional residents who subscribe during the twenty-four (24) month period immediately af'ter the line extension area is activated shall bear their pro rata share and the initial subscriber(s) shall receive a proportionate refund Standard installation rates shall apply after the twenty-four (24) month period has elapsed C. Residential or non-residential areas which are not fully developed need not be cabled until twelve (12) months after receiving a request from the City to do so or twelve (12) months after the final grade is completed, whichever is later D The cost of any installation exceeding Two Hundred Fifty Dollars ($250 00) in time and materials shall be borne by the requesting party in advance 5 Provision of Service After service has been established by activating trunk and distribution cable for any area, Grantee shall provide service to any requesting subscriber within that area thirty (30) days from the date of request 6 Technical Standards The System shall be designed, constructed and operated so as to meet those technical standards set forth in Exhibit B 7 Special Testing A. At any time after commencement of service to subscribers, the City may require or may retain an independent engineer to perform additional tests, fu11 or partial repeat tests, different test procedures, or tests involving a specific subscriber's drop Such additional tests will be made on the basis of complaints received or other evidence indicating an unresolved controversy or significant noncompliance, and such tests will be limited to the particular matter in controversy B The City shall endeavor to so arrange its requests for such special tests so as to minimize hardship ox inconvenience to Gxantee or to the subscriber C. If such special testing establishes that the System meets a11 required technical standards set forth at Exhibit B, the City shall bear the expense for such special testing Page 7- Ordinance No 904 ' D If sixch special testing esCablishes that the System does not meet all required technical standards set forth at Exhibit B, Grantee shall bear the expense £or such special testing 8 Signal Quality. The System shall produce a picture in black and white or color, depending upon whether color is being cablecast, that is undistorted and free from ghost images, and without degradation of color fidelity The System sha11 produce a sound that is undistorted and of a consistent level on an audio receiver of average quality 9 Test and Compliance Procedures A Grantee shall perform periodically, at intervals no greater than once a yeax, necessary tests to vexify compliance with those technical standards set forth in Exhibit B B These tests shall be performed at six (6) locations approved by Che City C The tests may, upon request of the City, be witnessed by representatives of the City If one or more of the locations tested fail to meet the per£ormance standards, Grantee shall complete corrective measures and report to the City the corrective measures so taken The entire test shall be repeated for the locations Grantee sha11 bear the expense of all such testing D Notwithstanding anything to the contra�y, Grantee shall drive-out � one-third (1/3) of the System each month for the purpose of detecting signal leakage or conduct signal leakage testing by an approved alternative method The entire System sha11 be driven-out every three (3) months The results oP this testing sha11 be submitted to the City with the Operations Report required pursuant to Section 405 OS 04 hereof 405.06. SERVICE PROVISIONS 1 Sasic Service A Grantee shall initially provide a Basic Service consisting of the following broad categories of programming (1) Sroadcast network affiliates (2) Public, educational, library and governmental access and local originatian channels as required herein (3) ltao or more distant independent superstations (4) Satellite delivexed channels which independently provide the following broad categories of programming as available (a) News programming (b) Music programming 1) Country Music 2) Top 40 , Page 8- Ordinance No, 904 ' (c) Children's programming (d) Arts programming — (e) Public affairs programming (f) Broad-based general interest programming (g) Religious programming (h) Financial programming (i) Health programming (5) Either 1oca1 or satellite delivered channels which provide (a) Programming informaCion (b) Current weather information (6) Regional Channel Six (7) Local broadcast stations defined as all fu11-power broadcast local television stations whose transmitter is within fifty (50) miles of the cable television system headend B Upon completion of the System in accordance with Section 405 07 O1 Grantee shall at a minimum add the following broad categories of programming to the Basic Service, Middle of the road music prograwning Scientific-educational pYOgramming ' 2 Pay Television A subscriber must subscribe to Basic Service in order to receive any Pay Television service A subscriber shall not have to subscribe to a monthly Pay Television service to receive pay-per-view programming 3 FM Stereo Service Grantee shall offer an FM stereo service as an optional service with the following categories of programming Educational Classical Contemporaxy Rock and Roll Easy Listening Adult Contemporary Religlous Progressive Country 4 Programming Decisions All programming decisions sha11 be at the sole discretion of Grantee, provided, however, any change to the mix, quality or level of service sha11 require the prior approval of the City, Any such approval by the City shall not be unreasonably withheld ' Page 9- Ordinance No. 904 � 5 Emergency Alert System Grantee shall install during the System Upgrade and thereafter maintain for _ use by the City a Scientific Atlanta Model 6120A ComAlert system or equivalent This system shall be remotely activated by telephone and shall allow a representative of the City to override the audio on all channels of the System in the event of a civil emergency or for reasonable tests 6 Institutional Network A. Grantee shall, as a part of the System Upgrade, construct, activate and thereafter maintain a minimum 440 MIIz mid-split Institutional Network B The Institutional Network sha11 be designed and constructed so as to pass the following locations (1) Stevenson Elementary School (2) Hayes Elementary School (3) Fridley Middle School (4) Fridley Senior High (5) Parkview Community Center (6) City Hall (7) Anoka County Library (Fridley Branch) Grantee shall provide one free drop from the Institutional Network to each � institution at a location selected by that institution The Institutional Network sha11 be extended to pass other institutions at the expense of the requesting party C Grantee shall provide, and thereafter maintain, all necessary headend equipment to program seven (7) upstream and seven (7) downstream channels Grantee shall be under no obligation to purchase any additional headend equipment other than specified in the preceding sentence, provided, however, nothing contained herein sha11 prevent or restrict a user irom purchasing, after consultation with Grantee, additional headend equipment Grantee shall thereafter maintain any equlpment so purchased by a user and Grantee may charge the user for Grantee's actual cost of maintenance � D The user of any channel(s) on the institutional network shall be responsible £or purchasing and maintaining any equipment necessary at the user's site Grantee shall consult and cooperate with the user in order that compatible equipment will be purchased, E The City and Grantee sha11 develop jointly an allocation of channels on the institutional network including the terms and conditions for the use of any channels F Notwithstanding anything to the contrary, Grantee shall be responsible for repairing, replacing and maintaining any equipment damaged by Grantee Page 10 - Ordinance No 904 7. Access Channels � A Grantee shall provide to each of its subscribers who receive some or all of the services offered on the System reception on at least one specially designated noncommercial public access channel available for use by the general public on a first-come, first-served nondiscriminatory basis, at least one specially designated access channel for use by local educational authorities, at leasti one specially designated access channel available for local government use, at least one specially designated access channel for use by Che Anoka County Library, and at least one specially designated access channel available for lease on a first-come, first-served, nondiscriminatory basis by commercial and noncommercial users The access channels shall be carried in accordance with Exhibit C attached hereto The VHF spectrum shall be used for one of these specially designated public access channels No charges may be made for channel time or playback of prerecorded programming on at least one of the specially designated noncommercial public access channels required herein Personnel, equipment and production costs may be assessed, however, for live studio presentations exceeding five (5) minutes in length Charges for those production costs and any fees for use of the public access channels must be consistent with the goal of affording the public a low-cost means of television access B Whenever the specially designated noncommercial public access channel, the specially designaCed education access channel, the specially designated local government access channel, or the specially designated leased access channel required in paragraph A above is in use during ' eighty percent (808) of the weekdays, Monday to Friday, £or eighty percent (SD8) of the time during any consecutive three (3) hour period for six weeks running, and if there is demand for use of an additional channel for the same purpose, Grantee shall have six (6) months in which to provide a new specially designated access channel for the same purpose C Grantee and the City shall �ointly establish rules pertaining to the administration of the specially designated noncommercial public access channel. D In the event Grantee offers subscribers the option of receiving programs on one or more special service channels without also receiving the regular subscriber services, Grantee may comply with the requirements of this Section by providing the subscribers who xeceive the special service only, at least one specially designated composite access channel composed of the programming on the specially designated noncommercial public access channel, the specially designated education access channel, and the specially designated government access channel required in this Section E. In the event Grantee provides only alarm services or only data transmission services foz computer-operated functions, Grantee need not provide access channel reception to alarm or data only service subscribers 8 Access Equipment and Facilities � A Grantee shall continue to provide, maintain and replace all equipment presently made available for public access use and as identified in Exhibit D B Grantee shall contribute to the City the following sums to be used to acquire equipment in support of public, educational and government access Page 11 - Ordinance No 904 ' (1) The time of acceptance $60,000 ad�usted in accordance with paragraph D hereof (2) No later than March 1, 1993 $60,000 ad�usted in accordance with paragraph D hereof (3) No later than March 1, 1998 $60,000 ad�usted in accordance with paragraph D hereof C Grantee shall be responsible for insuring, maintaining, repairing, fixing and adjusting all equipment so purchased All such equipment shall be xeplaced by Gxantee unless Grantee establishes to the satisfaction of the City that demand does not exist for such equipment D Notwithstanding anything to the contrary, within thirty (30) days after the publication and issuance thereof, Grantee shall deliver to the City a true copy of the Consumer Price Index for Minneapolis/St Paul for all items of the Bureau of Labor Statistics of the United States Department of Labor for tihe month ending Sanuary 31, 1988 (the "base month"), for the month ending January 31, 1993 and for the month ending Sanuary 31, 1998 If the Consumer Price Index of the months of January 31, 1993 and January 31, 1948 shows a decrease in the purchasing power of Sixty Thousand Dollars ($60,000.00) as compared, in each case, to the Consumer Price Index for the base month, the amount of the contribution in 1993 and 1998 shall be adjusted accordingly E Grantee sha11 provide and maintain a studio with minimum dimensions of twenty-eight (28) feet 6y thirty-eight (38) feet at the headend for public � access use. The hours of studio use shall be set by the City or its designee Grantee sha11 continue to provide, free of charge, that space at the headend as of April 1, 1988, for an access organization F The local origination production equipment set forth in Exhibit E attached hereto shall be made available for access use subject only to those terms and condltions set forth in Exhibit E 9 Loca1 Oiigination. A Grantee sha11 employ the equivalent of two and one-half (2 5) fu11-time employees who shall be resgonsible for local origination programming Grantee shall provide, at a minimum, fifteen (15) hours of original locally produced programming per month computed on a quarterly basis B Grantee shall continue to provide personnel and equipment for complete two (2) camera coverage of the City Council meetings at no charge to the City, C. The City and Grantee sha11 review the provision of local origination programming at the time of the periodic evaluation and renegotiation session in accoxdance with Section 405 OS 09 hereof �J Page 12 - Ordinance No 904 1 405.07. CONSTRUCTION PROVISIONS 1 Construction Timetable A Al1 construction and improvements associated with the System Upgrade shall be completed and the System made fully operational no later than two (2) years from the date of the acceptance of this Franchise Grantee shall give notice to the City sixty (6D) days prior to the anticipated completion date and again at such time as Grantee has, in fact, completed all construction and improvements associated with the SysCem Upgrade B. Upon receipt of notice that a11 construction and improvements associated wlth the System Upgrade have, in fact, been completed the City shall have forty-five (45) days to receive a written report from an independent engineer; provided, however, if the City fails to receive such a written report within the forty-five (45) days the System Upgrade shall be deemed completed, unless the failure to receive such a report is due to unforeseen events, acts of God, or events beyond the reasonable control of the City C Notwithstanding anything to the contrary, the City may condition completion of the System Upgrade upon receipt of a written report from an independent engineer. The System Upgrade shall not be deemed completed until the independent engi�eer reports the following (1) All construction and impxovements associated with the System Upgrade have been made or otherwise satisfactorily resolved, � (2) Satisfactory test results using the technical standards set forth in Exhibit B at up to ten (10) widely separated subscriber drops selected by the independent engineer and using the following tests (a) Signal level (b) Hum (c) Bandpass xesponse of System (d) Carrier to noise of System (e) TASO picture quality (3) Compliance with all applicable codes and standards (4) Completion and activation of the Institutional Network (5) Installation and the proper working of the emergency alert system required at Sectlon 405 06 OS hereof (6) Carriage of the Basic Service, as available, set forth at Section 405 06 O1 2, Construction Delay Giantee shall notify the City of any delay in the System Upgrade The City may excuse delay only upon occurrence of unforeseen events or acts of God � Page 13 - Ordinance No 904 ' 3 Upgrade Progress Reports Grantee shall furnish the City, upon request of the City, written monthly progress reports, in a format approved by the City, detailing grogress of the System Upgrade 4 Construction Standards A, All construction practices shall be in accordance with all applicable sections of the Occupational Safety and Health Act of 1970 and any amendments thereto as well as all state and local codes where applicable B, All installation of electronic equipment shall be of a permanent nature, durable and installed in accordance with the provisions of the National Electrical and Safety Code and National Electrical Code as amended C. Antennas and their supporting structures (tower) shall be painted, lighted, exected and maintained in accordance with all applicable rules and regulations of the Federal Aviation Administration and a11 other applicable state or local codes and regulations D. All of Grantee's plant and equipment, including but not limited to the antenna site, headend and distribution system, towers, house connections, structures, poles, wire, cable, coaxial cable, fixtures and appurtenances shall be installed, located, erected, constructed, reconstructed, replaced, removed, repaired, maintained and operated in accordance with good engineering practices, performed by experienced maintenance and � construction personnel so as not to endanger ox interfere with improvements the City may deem appropriate to make, or to interfere in any manner with the rights of any property owner, or to unnecessarily hinder or obstruct pedestrian or vehicular tra£fic E Grantee shall at all times employ ordinary care and shall install and maintain in use commonly accepted methods and devices preventing failures and accidents which are likely to cause damage, injury or nuisance to the public. 5 Construction Codes and Permits A Grantee shall obtain all required permlts from the City before commencing any work requiring a permit, including the opening or disturbance of any Street, or public property or public easement within the City Grantee shall strictly adhere to a11 building and zoning codes currently or hereafter applicable to construction, operation or maintenance of the System in the City B The City shall have the right to inspect all construction or installation work performed pursuant to the provisions of this Franchise and to make such tests as it shall find necessary to ensure compliance with the terms of the Franchise and applicable provisions of 1oca1, state and federal 1aw ' Page 14 - Ordinance No. 904 ' C Nothing contained in this Franchise, shall be construed to give Grantee the authority to enter upon or work on private property in areas not encumbered with public easements without the permission of the property owner. 6 Repair of Streets and Property. Any and all Streets or public property or private property which are disturbed or damaged during the construction, repair, replacement, relocation, operation, maintenance or reconstruction of the System shall be promptly xepaired by Grantee, at its expense to a condition as good as that prevailing prior to Grantee's construction 7 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 the City Grantee shall exercise its best efforts to negotiate the lease of pole space and facilities from the existing pole owners for all aerial construction 8 Undergrounding of Cable Cable shall be installed underground at Grantee's expense where both the existing telephone and electrical utilities are already underground Previously installed aerial cable sha11 be placed underground when both the telephone and electrical utilities convert from aerial to underground construction Grantee shall place cable underground in newly platted areas in concert with both the telephone and electrical utilities, unless this � requirement is waived by the City In the event that telephone or electric utilities are reimbursed by the City or any agency thereof for the placement of cable underground or the movement of cable, Grantee shall 6e reimbursed upon the same terms and conditions as the telephone or electric utilities 9 Reservation of Street Rights A Nothing in this Franchise shall be construed to prevent the 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. B All such work shall be done, insofar as practicahle in such a manner as not to obstruct, injure or prevent the free use and operation of the poles, wires, conduits, conductors, pipes or appurtenances of Grantee C If any such property of Grantee sha11 interfere with the construction or relocation, maintenance or xepair of any Street oz public improvement, whether it 6e construction, repair, maintenance, removal or relocation of a sewer, public sidewalk, or water main, Street or any other public improvement, thirty (30) days notice sha11 be given to Grantee by the 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 the City, and such removal or � rep2acement shall be at tfie expense of Grantee hereiu Page 15 - Ordinance No 904 1 D Nothing contained 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 10 Trimming of Trees Grantee shall have the authority to trim trees upon and overhanging streets, alleys, sidewalks and public places of the City so as to prevent the branches of such trees from coming in contact with the wires and cables of Grantee, provided, however, all trimming shall be done under the supervision and direction of the City, if requested by the City, and at the expense of Grantee 11. Street Vacation or Abandonment In the event any Street or portion thereof used by Grantee shall be vacated by the 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 the 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 to a condition similar to that existing before such removal took place In the event of failure, neglect or refusal of Grantee, after thirty (30) days notice by the City to remove the facilities or to repair, restore, reconstruct, improve or maintain such Street portion, the City may do such work or cause it to be done, and the cost thereof as found � and declared by the City shall be paid by Grantee as directed by the City and aollection may be made by any available remedy 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 to lawfully to move a large object, vehicle, building or other structure over the streets of the City, upon two (2) weeks notice by the 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 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 405.08. OPERATION AND MAINTENANCE 1 Open Books and Records The City shall have the right to inspect, upon twenty-four (24) hours written notice, at any time during normal business hours a11 books, records, maps, plans, financial statements, service complaint logs, performance test results, record of requests for service and other like materials of Grantee which are reasonably necessary to monitor compliance with the terms of this Franchise 2 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 FCC, Securities and Exchange Commission or any other federal or state regulatory commission or agency having ,7urisdiction in respect to any matters affecting the System authorized pursuant to this Franchise shall also be submitted simultaneously � ' � Page 16 - Ordinance No 904 to the City Copies of responses from the regulatory agencies to Grantee shall likewise be furnished to the City within fifteen (15) days of receipt of the response 3 Annual Report On or before April 1, including the year in which the Franchise becomes effective, Grantee shall file with the City a copy of the following information regarding the System A A financial statement including an income statement, statement of operating expenses in detail, a cash flow statement and a balance sheet pxepared in accoxdance with generally accepted accounting principles and certified by a financial officer of Grantee B A description of the Sasic Sexvice then being offered at the end of the fiscal year together with a description of any changes made in the Basic Service during the reported year C A compilation setting forth the results of the annual subscriber survey D A current copy of the subscriber service information required in accordance with Section 405 09 05 hereof E A current list of names and addresses of each principal For the purposes of this requirement the term "principal" means any person, firm, corporation, partnership or joint venture, or other entity who or which owns or controls five percent (58) or more of the voting stock (or any equivalent interest of a partnership or joint venture of Grantee) F A compilation summarizing the complaints received during the reported year, by category, and a discussion of any unresolved complaints G A certification of the Gross Revenues for the preceding year prepared by an independent certified public accountant H A projected business plan for the next fiscal year including, at a minimum, projections for the number of Homes Passed, Basic Service subscribers and Pay Television subscribers set £orth on a monthly basis I A reconciliation between previously pro�ected Homes Passed, Basic Service Subscribers and Pay Television Subscribers and actual results for the last six (6) months 4 Operations Report Grantee shall submit to the City on or before October 1 of each year a written Operations Report containing the following information A Progress towards the projected Business Plan for that year B Any new services planned, C A reconciliation of pro�ected Homes Passed, Basic Service Subscribers and Pay Television Subscribers with actual results for the last six (6) months D The results of System performance tests conducted within the previous six (6) months and in accordance with Section 405 OS D9 E Such other information as Grantee deems relevant � � � Page 17 - Ozdinance No 904 5 Additional Reports Grantee shall prepare and furnish to the City, at the times and in the form prescribed, such additional reports with respect to its operation, affairs, transactions or property, which are xeasonably necessary for the administration and en£orcement of this Franchise 6 Maps. Grantee sha11 maintain on file with the City at a11 tlmes a current map or set of maps drawn Co scale showing the System and all eqixipment installed or in place in streets and other public places, 7 Audit The City and their agents and representatives shall have the authority, during normal business hours, to arrange for and conduct an inspection of the books and records of Grantee and its equipment Grantee sha11 first be given twenty-four (24) hours written notice of the inspection request, the description of and purpose for the inspection and description, to the best of the City's ability, of the books, zecords, documents and equipment it wants to inspect 8 Periodic Inspection The City and Grantee shall, at the request of the City, undertake an inspection of the System to ascertain the System per£ormance at randomly selected subscYiber drops selected by the City The request for such an inspection will he made on the basis of complaints received or other evidence indicating an unxesolved controversy or problem A The City sha11 give written notice to Grantee of the City's intention to undertake an inspection pf the System and the name of that person who will participate for the City B Grantee sha11, within two (2) days of receipt of the City notice, select one person who wi11 participate for Grantee and so notify the City C The representatives of the City and Grantee shall, within three (3) days of the selection of the Grantee representative, select a third representative who need not be trained in cable television technology D Within ten (10) days after the appointment of a11 representatives, the representatives shall commence an inspection of the System in accordance with the following procedures (1) The representatives shall commence the inspection of the System at the headend by viewing all programmed channels or a representatives portion thereof and, hy a decision of the majority, assign a rating of one (1) to five (5) for each channel of programming (2) The representatives shall then view the System performance at subscribex dxops selected by the City The representatives shall view all or a representative portion of the programmed channels at each location and, by a decision of the ma�ority, assign a rating of one (1) to five (5) for each channel of programming so viewed. (3) In assigning a rating for each channel of programming so viewed, the representatives sha11 use the following scale 1 - Poor picture, unusable 2- Fair picture, degxadation a problem Page 18 - Ordinance No 904 � 3- Good picture, degradation noticeable 4- Verq good picture, small amount of impairment noticeable 5- Excellent picture, no visible impairment E E The representatives shall prepare and submit to the City and Grantee a written report of its findings and any appropriate recommendation F Upon request of the City, Grantee shall report to the City, at a regular or specially scheduled meeting of the City, what steps are being taken to correct deficiencies noted in the report or why corrective measures are not necessary Notwithstanding anything to the contrary, the City may use the report submitted by the representatives as a basis for ordering special testing of the System pursuant to Section 405 OS 07 hereof 9 Periodic Evaluation and Renegotiation Sessions 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 provide for a maximum degree of flexibility in this Franchise, and to help achieve a continued advanced and modern System, the following evaluation provisions wi11 apply A The City reserves the right to adopt rules and regulations controlling the procedures as set forth below and the sub�ects for Evaluation and Renegotiation Sessions In the absence of any City action taken to � exercise these rights, Grantee shall be sub�ect to at least the procedures and suhjects described in this section B. Tfie City may require, at its sole discretion, evaluation sessions at any time during the term of this Franchise, provided, however, there shall not be more than one evaluation session during any calendar year At a minimum, such evaluation sessions shall be conducted by the City within thirty (30) days of the fifth (Sth) and tenth (lOth) anniversary dates of the acceptance of this Franchise. C Topics which may be discussed at any evaluation and session include, but are not limited to, channel capacity, the System performance, programming, access, municipal uses of cable, subscriber complaints, judicial rulings, FCC rulings and any other topics the City or Grantee deem relevant D During an evaluation session, Grantee shall fully cooperate with the Crty and shall provide without cost such information and documents as the City may request to perform the evaluation E If at any time during its evaluation, the City determines that reasonable evidence exists of inadequate System performance, the City may require Grantee to perform tests and analysis directed toward such suspected inadequacies at Grantee's expense Grantee shall fully cooperate with the City in performing such testing and any report prepared by Grantee shall include at least � (1) A description of the problem in the System performance which precipitated the special tests, Page �9 - Ordinance No 904 � (2) The System component tested (3) The equipment used and procedures employed in testing (4) The method, if any, by which such the System performance problem was resolved, (5) Any other information pertinent to said tests and analysis which may be required by the City, or determined when the test is performed If after receiving Grantea's report the City determines that reasonable evidence sti11 exists of inadequate System performance, the City may enlist an independent engineer, at Grantee's expense, to perform tests and analysis directed toward such suspected inadequacies F As a result of an Evaluation and Renegotiation Session, the City or Grantee may determine that a change in the terms of the 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 City 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 television services, Grantee and the City will, in good faith, negotiate the terms of the change and any required amendment to this Franchise Upon adoption of such a Franchise amendment, if one is required, the change will become effective and Grantee sha11 accept the same In the event Grantee fails to negotiate a requested change of the City, the City may enforce the ' procedures of thls section by any available remedy 405.09. CONSUMER PROTECTION PROVISIONS 1 Approval of Basic Service Rate Changes. � The initial rates and charges for Basic Service and Pay Television are set forth in Exhibit D, The City reserves the right �o regulate rates for Basic Service, to the extent not prohibiCed by federal or state 1aw, thraugh approval or disapproval of a rate revision request after affording Grantee due process, Grantee shall maintaln on £ile with the City at all times a current schedule of all rates and charges 2 Non-Regulated Rates, Prior to implementing any rate increase for Basic Service not requiring the City approval, Grantee shall give the following notice A At Least thirty (30) days advance written notice to the City, and B. At least thirty (30) days advance writtan notice to subscribers of Basic Service 3 Charges for Disconnection or 6owngrading of Service A Grantee may impose a charge reasonably related to the cost incurred for a downgrade of service, except that no such charge may be imposed when, � Page 20 - Ordinance No 904 (1) A subscriber requests total disconnection from the System, or (2) A subscriber xequests the downgrade within a thirty (30) day period following any rate increase relative to the service in question B If a subscriber requests disconnection from service prior to the effective date of an increase in rates, the subscriber shall not be charged the increased rate if Grantee fails to disconnect service prior to the effective date Any subscriber who has paid in advance for the next billing period and who requests disconnection from service shall receive a prorated refund of any amounts paid in advance 4 Subscriber Complaint Practices A Grantee shall maintain an office within the City which shall be open during all usual business hours. Grantee shall have a publicly listed toll-free telephone nvmber and be so operated as to receive subscriber complaints and requests on a twenty-four (24) hour-a-day, seven (7) days-a-week basis A written log available for the City inspection shall be maintained listing all complaints and their dispositions B Grantee shall render efficient service, make repairs promptly and interrupt service only for good cause and for the shortest time possible Such interruptions, insofar as possible, shall be preceded by notice and shall occur during periods of minimum use of the System A written log available for City inspection sha11 6e maintained for al1 service interruptions � C Grantee shall maintain adequate telephone lines and personnel to respond in a timely manner to schedule service calls and answer subscriber complaints or inquiries as required by this Section 405 09 OG In the event that twenty-five percent (258) or more of those responding to the Annual Subscriber Survey required pursuanC to Section 405 09 08 hereof report dissatisfaction with Grantee's availa6ility of incoming telephone lines or telephone answering practices, Grantee shall have thirty (30) days from the date the City receives the results of the Annual Subscriber Suzvey to develop a plan to eliminate the problem, as approved by the City Grantee shall maintain on file with the Franchise Admimstrator the telephone number of a responsible employee of Grantee who may be reached by telephone twenty-four (24) hours a day, seven (7) days a week The houxs of the customer service department shall, at a minimum, be as set forth in Exhibit G D Subscriber requests for maintenance or repairs received prior to 2 00 p m, Monday through Friday, shall be performed the same day E Subscriber requests for maintenance or repairs received after 2 00 p.m sha11 be perfoxmed within twenty-four (24) hours of the request F Service calls for maintenance or repair sha11 be performed at no charge, provided, however, if such maintenance or repair is required as a result of damage caused by the subscriber then Grantee may charge according to its actual cost for time and material G. If Grantee fails to correct a service problem within twenty-four (24) � hours, Grantee sha11 credit 1/30th of the monthly charge to the subscriber for each twenty-four (24) hours or fraction thereof after the first twenty-four (24) hours during which a subscriber is without service, except to the extent that restoration of service is prevented by strike, in�unction or other cause beyond the control of Grantee � Page 21 - Ordinance No 904 5 Subscriber Information Grantee shall provide written subscriber service information to each subscriber at the time service is commenced The information shall include, but not be limited to, the following A The procedure for investigation and resolution of subscriber service complaints, B Programming services and rates for such services, C Billing practices as required by Section 405 09,D6 hereof, D Service termination procedures, E F G Change in service procedures, Convertex/subscriber terminal equipment policy, Refund policy, and H The City office responsible for the administration and enforcement of the Franchise with the address and telephone number of that office Grantee shall provide a copy of the proposed subscriber service information to the City for review and comment prior to the use of such information 6 Subscriber Billing Practices A Grantee shall notify each of its subscribers, through the written service information, of rts billing practices The service information � shall describe Grantee's billing practices including, but not limited to, the following frequency of billing, time periods upon which billing is based, advance billing practices, security deposit requirements, charges for late payments ox returned checks, payments required necessary to avoid account delinquency, availability of credits for service outages, procedures to be followed to request for service deletions including the notice period a subscriber must give to avoid liability for such services and procedures to be followed in the event of a billing dispute 1 B Grantee shall notify all affected subscribers not less than thirty (30) days prior to any change in the billing practices and such notice shall include a description of the changed practice C The subscriber bill shall contain the following information presented in plain language and format (1) Name and address of Grantee, (2) The period of time over which each chargeable service is billed including prorated periods as a result of the establishment and termination of service, (3) The date on which individually chargeable services were rendered, (4) Each rate or charge levied, (5) The amount of the bill for the current billing period, separate from any balance due, (6) Any applicable credits on the date which they were applied, (7) Grantee's telephone number and a statement that the subscriber may call this number with any questions or complaints about the bi11, and (8) The date on which payment is due from the subscriber Page 22 - Ordinance No 9�� � D The account of a subscriber shall not be considered delinquent unCil at least thirty (30) days have elapsed from the due date o£ the bill, which shall be a date certain and in no event a statement that the bill is — due upon receipt, and payment has not been received by Grantee The following provisions shall apply to Che imposition of late charges on subscribers. � (1) Grantee shall not impose a late charge on a subscriber unless a subscriber is delinquent, Grantee has given the subscriber written notice of the delinquency in a clear and conspicuous manner, and Che subscriber has been given at least eight (B) business days from the mailing of the notice to pay the balance due (2) A charge of not more than Fifteen Dollars ($15 DO) may be imposed as a one-time late charge (3) No late charge may be assessed on the amount of a bill in dispute (4) Any charge for returned checks shall be reasonably related to the costs incurred by Grantee in processing such checks 7 Rebate Policy Grantee shall provide to subscribers on or before October 1 of each year a written notice advising the subscriber of Grantee's rebate policy and credits for outages of service S Annual Subscriber Survey A Commencing in 1989, Grantee shall, no earliez than ninety (9D) days and no later than thirty (30) days prior to submitting the Annual Report required pursuant to Section 405.08,03 conduct a written survey of Fridley subscribers in a form and manner approved by the City Each questionnaire shall be pregared and conducted in good faith so as to provide reasonably reliable measures of Fridley subscriber satisfaction with (1) Signal quality, (2) Response to subscriber complaints, (3) Billing practices, (4) Programming services, and (5) Availability o£ incoming telephone lines and telephone answering practices of Grantee B The survey shall be conducted in conformity with such requirements, including supervision and review of returned surveys, as the City may prescribe Grantee may satisfy the requirements of this Section 405 09 08 through a telephone survey conducted by an independent person in the business of regularly conducting telephone surveys C As a part of each Annual Report, Grantee sha11 report in writing what steps Grantee is taking to implement the finds of the poll survey 405 10. GENERAL FINANCIAL AND INSURANCE PROVISIONS 1 Payment to City. A Grantee shall pay to the City an annual amount equal to five percent (5�) of its Gross Revenues The foregoing payment sha11 be compensation for use of stxeets and other public property The amount is deemed fair and reasonable Page 23 - Ordinance No 904 � B, Payments due the City under this provision shall be computed at the end of each quarter year for that quarter year Payments shall be due and payable for each quarter or a portion o£ a quaster year on January 15, April 15, Ju1y 15 and October 15 Each payment sha11 be accompanied by a brief report showing the basis for the computation and such other relevant facts as may be required by the City C No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor sha11 such acceptance of payment be construed as a release of any claim the City may have for further or additional sums payable under the provisions of this Franchise All amounts paid sha11 be su6ject to audit and recomputation by the City D With each Annual Report required pursuant to Section 405 DS 03 Grantee sha11 provide the City with a certification of the Gross Revenues for the preceding year prepared by an independent certified public accountant This certification shall be used to determine the exact amount of payments due the City and to corxect any ovexpayments or underpayments by Grantee E In the event any payment is not made on the due date, interest on the amount due sha11 accxue from such date at the annual rate of one hundred twenty-five percent (125�) of the lowest prime commercial lending rate established by any bank in the City at the time the delinquency occurs 2, Performance Bond, A At the time the Franchise is accepted, Grantee sha11 furnish and file with the City a performance and payment bond, or a performance and payment � bond together with such other security as is approved by the City The bond shall run to the City in the penal sum of Five Hundred Thousand Dollaxs ($500,OOD 00) The bond shall be conditioned upon the faithful performance o£ Grantee of a11 terms and conditions of the System Upgrade B Following the completion of the System Upgrade as determined hy the City in accordance with Section 405 07 O1 (C), the requirement to maintain said bond referred to in (A) above shall be extinguished C The rights reserved by the City with respect to the bond are in addition to a11 other rights the City may have under the Franchise or any othex law D The bond shall be subjecC to the approval of the City and shall contain the following endorsement "It is hereby unde�stood and agreed that this bond may not be cancelled without the consent of the City until sixty (60) days a£ter xeceipt by the City by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew " 3 Security Fund A At the time this Franchise is accepted, Grantee sha11 deposit into a bank account, established by the City, and maintain on deposit through the term of this Franchise, the sum of Ten Thousand Dollars ($10,000.00) as a common security fund for the faithful performance by it of all the � Page 24 - Ordinance No. 904 ' provisions af this Franchise and compliance with all orders, permits and directions the City and the payment by Grantee of any claim, liens and taxes due the 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 an annual basis provided that all requirements of this Franchise have been complied with by Grantee B Provision shall be made to permit the City to withdraw funds from the secuYity 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 purpose The City reserves the right, in its sole discretion, to reduce the required amount of the security fund C Within ten (10) days after notice to it that any amount has been withdrawn by the City 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. D If Grantee fails to pay to the City any taxes due and unpaid, or, fails to repay to the City, any damages, costs or expenses which the City shall be compelled to pay by reason of any act or default of the Grantee in connection with this Franchise, or fails, after ten (10) days notice of such failure by the City to comply with any provision of the Franchise which the City reasonably determines can be remedied by an expenditure of the security, the City may then seek to withdraw such funds from the security fund 4 Penalties from Security Fund � In addition to any other remedies provided herein, penalties for violations of this Franchise are set forth below As a result of any acts or omissions by Grantee pursuant to the Franchise, the City may charge to and collect from the security fund the following penalties, A For failure to complete the System Upgrade in accordance with the Franchise unless the City approves the delay, the penalty shall be Five Hundred Dollars ($500 00) per day for each day, or part thereof, such failure occurs or continues B For failure to provide data, documents, reports or information or to cooperate or participate with the City during a renewal process or the System review, the penalty sha11 be Three Hundred Dollars ($300 00) per day C For failure to comply with any provision of this Franchise, for which a penalty is not otherwise specifically provided, the penalty shall be One Hundred Dollars ($100 OD) per day D. For faxlure to test, analyze and report on the performance of the System following a request by the City the penalty shall be Two Hundred Dollars ($200 00) per day E For failure of Grantee to comply with the construction, operation or maintenance standards, the penalty shall be Two Hundred Dollars ($200 00) per day 1 F For failure to provide the services Grantee proposed, the penalty shall be One Hundred Dollars ($100 00) per day � Page 25 - Ordinance No 904 G For failure to comply with all conditions of the City permits to disturb streets, xepair streets, or other terms or conditions of the City, the penalty shall be Two Hundred Dollars ($200 00) per day 5 Procedure for Imposition of Penalties A. Whenever the City finds that Grantee has allegedly violated one (1) or more terms, conditions or provisions of this Franchise, a written notice shall be given to Grantee The written notice shall describe in reasonable detail the alleged violation so as to afford Grantee an opportunity to remedy the violation. Grantee shall have ten (10) days subsequent to receipt of the notice in which to correct the violation before the City may resort to the security fund Grantee may, within five (5) days of receipt of notice, notify the City that there is a dispute as to whether a violation or failure has, in fact, occurred Such notice by Grantee to the City shall specify with particularity the matters disputed by Grantee and shall stay the running of the above-described time (1) The City shall hear Grantee's dispute at a regularly or specially schaduled meeting Gxantee shall have the xight to subpoena and cross-examine witnesses The City shall determine if Grantee has committed a violation and shall make written findings of fact relative to its determination If a violation is found, Grantee may petition for reconsideration (2) If after hearing the dispute the claim is upheld by the City, Grantee shall have ten (10) days from such a determination to remedy the violation or failure At any time after that ten (10) day period, � the City may draw against the security fund all penalties due it B The time for Grantee to correct any alleged violation may be extended by the City if the necessary action to correct the alleged violation is of such a nature or character to require more than ten (10) days within which to perform provided Grantee commences the corrective action within the ten (10) day period and thereafter uses reasonable diligence, as determined by the City, to correct the violation 1 C The security fund deposited pursuant to this Section shall become the property of the City in the event that the Franchise is cancelled by xeason of the default of Gxantee or revoked for cause Gzantee, 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 D The rights reserved to the City with respect to the security fund are in addition to all other rights of the City wheCher reserved by this Franchise or authorized by law, and no action, proceeding ar exexcise of a right with respect to such security fund shall affect any other right the City may have E The City shall stay or waive the imposition of any penalties set forth above upon a finding that any failure or delay is a result of an act of God or due to circwnstances beyond the reasonable control of Grantee , �I � Page 26 - Ordinance No. 904 0 n Damages and Defense A Grantee shall indemnify, defend and hold harmless the City for all damages and penalties, at all times during the term of this Franchise, as a result of Grantee's exercise of this Franchise These damages and penalties shall include, but shall not be limited to, damages arising out of personal injury, property damage, copyright infringement, defamation, antitrust, errors and omission, theft, fire, and all other damages arising out of Grantee's exercise of this Franchise, whether or not any act or omission complained of is authorized, allowed or prohibited by this Franchise, such indemnification shall include, but not be limited to, reasonable attorney's fees and costs S In order for the City to assert its rights to be indemnified, defended, and held harmless, the City must (1) Promptly notify Grantee of any claim or legal proceeding which gives rise to such right, (2) Afford Grantee the opportunity to participate in and fu11y control any compromise, settlement or other resolution or disposition of such claim or proceeding, unless, however, the Crty, in its sole discretion, determines that its interests can not be represented in good faith by Grantee, and (3) Fully cooperate with the reasonable requests of Grantee, at Grantee's expense, in its participation in, and control, compromise, settlement or resolution or other disposition of such claim or proceeding subject to paragraph (2) above C In the event the City, in its sole discretion, determines that its interests can not be represented in good faith by Grantee, Grantee sha11 pay all expenses incurred by the City in defending itself with regard to all damages and penalties mentioned in paragraph A above These expenses shall include all out-of-pocket expenses, such as attorney's fees and costs Liability Insurance, A Grantee shall maintain, throughout the term of the Franchise, liability insurance insuring Grantee and the City with regard to al1 damages mentioned in paragraph A of Section 405 10 06 hereof, in the minimum amounts of (1) Three Hundred Thousand Dollars ($300,000 00) for hodily in�ury or death to any one (1) person, (2) One Million Dollars ($1,000,000 00) for bodily in�ury or death resulting from any one accident, (3) One Million Dollars ($1,000,000 00) for a11 other types of liability B At the time of acceptance, Grantee shall furnish to the City a certificate evidencing that a satisfactory insurance policy has been obtained Said certificate shall be approved by the City and such insurance policy sha11 require that the City be notified thirty (30) days prior to any expiration or cancellation Page 27 - Ordinance No. 904 � 8 City's Right to Revoke. In addition to all other rights which the City has pursuant to law or equity, the City reserves the right to revoke, terminate or cancel 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 attempts to evade any of the provisions of the Franchise, or C Grantee practices any fraud ox deceit upon the City or subscriber, or D Grantee becomes insolvent, unable or unwilling to pay its debts, or is adjudged a bankrupt, or E Grantee matexially misrepresents a fact in the application for or negotiation of, or renegotiation of, or renewal of, the Franchise 9 Revocation Procedures. In the event that the City determines that Grantee has violated any provision of the Franchise, or any applicable federal, state or local law, the City may make a written demand on Grantee that it remedy such violation and that continued violation may be cause for revocation If the violation, breach, failure, refusal, or neglect is not remedied to the satisfaction of the City within thirty (30) days following such demand, the City shall determine whether or not such violation, hreach, failure, refusal or neglect by Grantee is due to acts of God or other causes which result from circumstances beyond Grantee's control � A A public hearing shall be held and Grantee shall be provided with an opportunity to be heard upon fourteen (14) days written notice to Grantee of the time and the place of the hearing She causes for pending revocation and the reasons alleged to constitute such cause shall be recited in the notice Said notice shall affirmatively recite the causes that need to be shown by the City to support a revocation B If notice is given and, at Grantee's option, after a full pu6lic proceeding is he1d, the City determines there is a violation, breach, failure, refusal, or neglect by Grantee, the City shall direct Grantee to correct or remedy the same within such additional time, in such manner and upon such terms and conditions as City may direct C If after a public hearing it 1s determined that Grantee's performance of any of the terms, conditions, obligations, or requirements of Franchise was prevented or impaired due to any cause beyond its reasonable control or not reasonably foreseeable, such inability to perform shall be deemed to be excused and no penalties or sanctions shall be imposed as a result thereof, provided Grantee has notified City in writing within thirty (30) days of its discovery of the occurrence of such an event Such causes beyond Grantee's reasonable control or not reasonably foreseeable shall include, but shall not be limited to, acts of God, civil emergencies and labor strikes D If, after notice is given and, at Grantee's option, a full public proceeding is held, the City determines there was a violation, breach, ' failure, refusal or neglect, then the City may declare, by resolution, the Franchise revoked and cancelled and of no further force and effect unless there is compliance within such period as City may fix, such period not to be less than thirty (30) days, provided no opportunity for compliance need be granted for fraud, misrepresentation, or violation of privacy rights Page 28 - Ordinance No 904 � E The issue of revocation shall automatically be placed upon the City Council agenda at the expiration of the time set by it for compliance The City then may terminate Franchise forthwith upon finding that Grantee has failed to achieve compliance or may further extend the period, in its discretion F If the City, after notice is given and, at Grantee's option, a full public proceeding is held and appeal is exhausted, declares the Franchise breached, the parties may pursue their remedies pursuant to Franchise or any other remedy, legal or equitable. 405 11. FORECIASURE, RECEIVERSHIP AND ASANDONMENT 1 Foreclosure. Upon the foreclosure or other ,]udicial sale of the System, Grantee shall notify the City of such fact and such notification shall be treated as a notification 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 ownexship occurred 2 Receivership The City shall have the right to cancel this Franchise sub�ect 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 proceeding, 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 ]urisdiction in the premises, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this Franchise 3 Abandonment Grantee may not abandon any portion of the System thereof without having first given three (3) months written notice to the City Grantee may not abandon any portion of the System without compensating the City for damages resulting from the abandonment. 405.12. REMOVAL, TRANSFER AN➢ PURCHASE 1. Removal After Revocation or Expiration A At the expiration of the term fox which the Franchise is granted, or upon its revocation, as provided for, the City shall have the right to require Grantee to remove, at Grantee's expense, a11 or any portion of the System from a11 streets and public property within the City In so 1 removing the System, Grantee shall refill the compact at its own expense, Page 29 - Ordinance No 904 � any excavation that shall be made and shall leave all streets, public property and private property in as good a condition as that prevailing pxior to Grantee's removal of the System, and without affecting, altering or disturbing in any way electric, telephone or utility, cables, wires or attachments. The 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, insurance, indemnity and penalty provision of the Franchise shall remain in full force and effect during the entire term of removal B If, in the sole discretion of the City, Grantee has failed to commence removal of the System, or such part thereof as was designated within thirty (3D) days after written notice of the Cit�'s demand for removal is given, or if Grantee has failed to complete sucfi removal within one (1) year after written notice of the City's demand for removal is given, the City shall have the right to exercise one of the following options� (1) Declare all right, tiCle and interest to the System to be in the City or its delegator with all rights of ownership including, but not limited to, the right to operate the System or transfer the System to another for operation by it, or (2) Declaxe the System abandoned and cause the System, or such part thereof as the City sha11 designate, to be removed at no cost to the City The cost of said removal sha11 be recoverable from the security fund, indemnity and penalty section provided fox in the Franchise, or from Grantee directly � 2 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 sha11 title thereto, either legal or equitable, or any right, intexest or property therein, pass to or vest in any person without full compliance with the procedure set forth in this Section. � S The provisions of this Section sha11 apply to the sale or transfer of all or a ma�ority of Grantee's assets, merger (including any parent and its subsidia�y corporation), consolidation, creation of a subsidiary corporation or sale or transfer of stock in Grantee so as to create a new controlling interest 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 Cransfer shall make a written request to the City for its approval of a sale or transfer The City shall then make a determination pursuant to this Franchise as to the exercise of its first right of refusal to purchase the System (2) The City shall Yeply in writing within thirty (30) 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 Page 30 - Ordinance No 904 (3} If a public hearing is deemed necessary pursuant to (2) above, � such hearing shall be commenced within thirty (30) days of such determination and notice of any such hearing shall be given fourteen (14) days pxior to the hearing by publishing notice thereof The notice shall contain the date, time and place of the hearing and sha11 briefly state the substance of the action to be considered by the City (4) Within thirty (30) days after the closing of the public hearing, the City shall approve or deny in writing the sale or transfer request (5) Within thirty (30) days of any transfer Grantee shall file with the City 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 C In reviewing a request for sale or transfer pursuant to paragraph (A) above, the City may inquire into the legal, technical and financial qualifications of the prospective controlling party, including the adequacy of the support for local programming and Grantee shall assist the City in so inquiring. The City may condition said transfer upon such terms and conditions as it deems reasonably appropriate, provided, however, the City shall not unreasonably withhold its approval In no event sha11 a transfer or assignment of ownership or control be approved without the transferee becoming a signator to this Franchise 3 City's Right to Purchase System. � The 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 sub�ect to the City's rights under this Franchise The price to be paid by the City shall be the bona fide offer including the same terms and conditions as the bona fide offer The City shall notify Grantee of its decision to purchase within sixty (60) days of the City's receipt from Grantee of a copy of written bona fide offer 4 Purchase by City Upon Expiration ox Revocation A At the expiration of this Franchise, the City may, in lawful manner and upon the payment of fair ma�ket value, determined on the basis of the 5ystem valued as a going concern exclusive of any value attributable to the Franchise itself, lawfully obtain, purchase, condemn, acquire, take over and hold the System S Upon the revocation of this Franchise, the City may in lawful manner and upon the payment of an equitable price lawfully obtain, purchase, condemn, acquire, take over and hold the System 405 13. RIGHTS OF INDIVIDUALS PROTECTED 1 Discriminatory Practices Prohibited Grantee sha11 not deny service, deny access, or otherwise discriminate against subscrihers, programmers or general citizens on the basis of race, color, � religion, national origin, sex or age Grantee sha11 comply at all times with all other applicable, federal, state and the City laws, and a11 executive and administrative orders relating to non-discrimination Page 31 - Ordinance No 904 ' 2 Subscriber Privacy A No signal of a Class IV cable communications channel may be transmitted from a subscriber terminal for purposes of monitoring individual viewing patteYns 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 £or 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 authatization, The authorization sha11 be revocable at any time by the subscriber without penalty of any kind whatsoever Such permission shall be required for each type or classification of Class IV cable communications activity planned for the purpose of monitoring individual viewing patterns or practices B No information or data obtained by monitoring transmission o£ a signal from a subscriber terminal, or any oCher 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 has received specific written authorization from the suUscriber to make such data available C Written permission from the subscriber shall not be required for the � conducting of the System wide or individually addressed electronic sweeps for the purpose of verifying the System integrity or monitoring for the purpose of billing Confidentially of such information shall be sub�ect to the provision set forth in paragraph (B) of this Section 405.14. MISCELLANEOUS PROVISIONS 1 Compliance with Laws Grantee and the City shall conform to all state laws and rules regarding cable television not later than one year after they become effective unless otherwise stated Grantee and the City shall conform to all state and federal laws and rules regarding cable television as they become effective, unless otherwise stated Grantee shall also conform with all the City ordinances, resolutions, rules and regulations heretofore or hereafter adopted or established during the entire term of the Franchise 2 Franchise Renewal. This Franchise may be renewed in accordance with applicable state and federal law 3, Continuity of Service Mandatory Upon expiration or the termination of this Franchise, the City may require Grantee to continue to operate the System for an extended period of time not to exceed six (6) months Grantee shall, as trustee for its successor in interest, continue to operate the System under the terms and conditions of � this Franchise In the event Grantee does not so operate the System, Che City may take such steps as it, in its sole discretion, deems necessary to assure continued service to subscribers Page 32 - Ordinance No. 904 ' 4 Work Performed by Others A. Grantee shall give notice to the City specifying the names and addresses of any other entity, other than Grantee, which performs services pursuant to this Franchise, provided, however, that all provisions of this Franchise shall remaln the responsibility of Grantee, and Grantee shall be responsible for and hold the City harmless for any claims and liability arising out of work performed by persons other than Grantee B All provisions of this Franchise shall apply to any subcontractor or others pezforming any work or services pursuant to the provisions of this Franchise 5 Compliance with Federal, State and Local Laws A If any federal or state law or regulation shall require or permit Grantee to perform any service or act or shall prohibit Grantee from pexforming any sesvice or act which may be in conflict with the terms of this Franchise, then as soon as possible following knowledge thereof, Grantee shall notify the City of the point of conflict believed to exist between such law or regulation B If any term, condition or provision of this Franchise or the application thexeof to any person os circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder hereof and the application of such term, condition or provision to persons or circumstances other than those as to whom it shall be held invalid or unenforceable shall not be affected thereby, and this Franchise and all � the terms, provisions and conditions hereof shall, in all other respects, continue to be effective and to be complied with In the event that such law, rule or regulation is subsequently repealed, rescinded, amended or otherwise changed so that the provision which had been held invalid or modified is no longer in conflict with the law, rules and regulations then in effect, said provision shall thereupon return to full force and effect and shall thereaftex he binding on Gxantee and the City � C Notwithstanding anything to the contrary, in the event that any court, agency, commission, legislative body or other authority of competent jurisdiction (i) declares Sections 405 06 07, 405 06 08 or 405 10 Ol invalid, in whole or in part, or (ii) requires Grantee either to (a) perform any act which is inconsistent with any of the said Sections or (b) cease performing any act required by said Sections, Grantee sha11 immediately notify the City. Such notice sha11 state whether Grantee intends to exercise its rights pursuant to such declaration or requirement If the City determines within six (6) months of receiving such notice that said declaration or requirement has a material and adverse effect on the FYanchise, the City may declare the Franchise terminated --------------------- � � � Page 33 - Ordinance No 904 6 Nonenforcement by City Grantee shall not be relieved of "1ts obligation to comply with any of the provisions of this Franchise 6y reason of any failure of the City or to enforce prompt compliance 7 Administration of Franchise A. The City shall have continuing regulatory �urisdiction and supervision over the System and the Grantee's operation under the Franchise The City may issue such reasonable rules and regulations concerniag the construction, operation and maintenance of the System as are consistent with the provisions of the Franchise B Gxantee shall constxuct, operate and mainCain the System sub�ect to the supervision of all the authorities of the City who have �urisdiction in such matters and in strict compliance with all laws, ordinances, departmental rules and regulations affecting the System C The System and all parts thereof shall be sub�ect to the right of periodic inspection by the City provided that such inspection sha11 not interfere with the operation of the System and such inspections take place during normal business hours 8 Cable Television Advisory Commission The City may provide for an ongoing cable television advisory commission The specific nature and composition of the commission shall be determined by the City 9 Miscellaneous Violations A From and after the acceptance of the Franchise, it shall be unlawful, for any person to establish, operate or to carry on the business of disCributing to any persons in the City any television signals or radio signals by means of a System using public right-of-ways unless a Franchise therefore has first been obtained pursuant to the provisions of an ordinance, and unless such Franchise is in fu11 force and effect B From and after the acceptance of the Franchise, it shall be unlawful for any person to construct, install or maintain within any street in the City, or within any other public property of the City, or within any privately owned area within the 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 the City, or the City's official map or the City's major thoroughfare plan, any equipment or facilities for distributing any television signals or radio signals through a System, unless a franchise authorizing such use of such street or property or areas has first been obtained 10 Emergency Use In the case of any emergency or disaster, Grantee shall, upon request of the City, make available its System and related facilities to the City for emergency use during the emergency or disaster period 11 Construction This Franchise shall be construed and enforced in accordance with the substantive laws of the State of Minnesota and without reference to its principals of conflicts of law Page 34 - Ordinance No 904 � 12 Captions. The paragraph captions and headings in this Franchise are for convenience and reference purposes only and sha11 not affect in any way the meaning of interpretation of this Franchise, 13 Calculation of Time. Where the performance or doing of any act, duty, matter, payment or thing is required hereunder and the period of time or duration for the per£ormance or during thereof is prescrihed and fixed herein, the time shall be computed so as to exclude the tirst and include the last day of the prescribed or fixed period or duration of time When the last day of Che period falls on Saturday, Sunday or a legal holiday, that day shall be omitted from the computation 405.15. EFFECTIVE DATE; PUBLICATION; AND TIME OF ACCEPTANCE 1 Publication, E£fective Date This Franchise shall be signed by the Mayor or acting Mayor and attested by the City Clerk The Franchise shall be published in accordance with the requirements of the City and shall take effect upon acceptance by Grantee 2 Time of Acceptance and Exhibits A. Grantee shall have thirty (30) days from the date of adoption of this Franchise to accept this Franchise in form and substance acceptable to the City. Such acceptance by Grantee shall be deemed the grant of this � Franchise fox all purposes In the event acceptance does not take place within thirty (30) days or such other time as the City might allow, this Franchise shall be null and void B Upon acceptance of this Franchise, Grantee shall be bound by all the terms and conditions contained herein Grantee sha11 provide all services and offerings specifically set forth herein to provide cable television services within the City. C. With its acceptance, Grantee also shall deliver to the City a certified resolution of Grantee evidencing its power and authority to accept the Franchise Such documents shall also describe the officers authorized to accept on behalf of Grantee D With its acceptance, Grantee shall also pay a11 costs and expenses incurred by the City in connection with the renewal process The City sha11 provide an itemized statement to Grantee Costs or expenses of the City not identified at that time shall be paid promptly by Grantee upon receipt of an itemized statement from the City It is the intent of the City and Grantee that the City be xeimbuxsed for all costs and expenses in connection with the granting of the Franchise including any subsequent expenses due to delays or litigation pertaining to the grant of the Franchise E With its acceptance, Grantee shall also deliver any security deposit, insurance certificates performance bonds and access capital grants required herein � 1 � � Page 35 - Ordinance No. 904 PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 2ND DAY OF MAY, 1988 ATTEST: �% l CL �.�C.�' SHIRLEY A ALA - CI CLERK Public Hearing April 4, 1988 First Reading April 18, 1988 Second Reading May 2, 1988 Publication May 11, 1988 �{N�C•-��iM �`\.� WILLIAM J. NEE - OR � � � EXHIBIT A OF SYSTEM UPGRADE A The System Upgrade shall consist of the following 1. Expanding the System to a minimum of 440 MHz 2 Overlashing existing distribution cable with new cable and installing all new electronics 3 Replacing all underground trunk and distribution cable and installing all new electronics 4 Changing out existing trunk stations and replacing with new trunk amplifiers 5 Upgrading the headend with new modulators and processors as required for additional channels 6 The headend shall continue to be located at 350 63rd Avenue Northeast i of 1 � EXHIBIT B TECHNICAL STANDARDS FOR SUBSCRIBER AND INSTIT[TTIDNAL NETWORK A The following technical standards apply to the System (both subscriber network and institutional network) performance as measured at any subscriber, or equivalent, terminal with a matched termination and to each of the cable television channels, which signals are delivered to such terminals Such measurements shall include the receiver converter if such is required at the customer's receiver for any of the channels of required carriage 1 The frequency boundaries of cable television channels delivered to subscriber terminals shall conform to those set forth in FCC Rules in effect October 1, 1985, Section 73 603 (a) 2 The frequency of the visual carriers shall be maintained 1 25 MHz -t- o - 25 KHz above the lower boundary of the cable television channel, up to the receiving terminals, exclusive of any receiver attachments, such as channel converters, except for the local VHF channels, which sha11 be carried "on channel" � 3 The frequency of the aural carrier sha11 be 4 5+ o- 1 KHz above the frequency of the visual carrier, except where monochrome signal origination occurs within the System, under which conditions, the tolerance shall be + o- 5 KHz All color local origination channels shall have aural-visual separation of + o- 1 KHz from 4 5 MHz � B The visual signal level on each channel shall be maintained within the following limits over the entire ambient temperature range of -30 degrees Fahrenheit to +110 degrees Fahrenheit 1 The visual signal level on each channel shall not vary more than 5 dB during any 24 hour period 2 The visual signal level of any channel shall not vary more than 2 dB from an adjacent channel 3 The visual signal level of any channel shall not vary more than 6 dB, from any other channel on the System with tilt correction C The audio signal on each channel shall be maintained at a consistent level until such time as a specific measurement can be axrived at in a timely manner following the acceptance of the Franchise D The rms voltage of the aural signal sha11 be maintained between 13 and 17 dB below the associated visual signal level 1 of 3 E The peak-to-peak variation in visual signal level caused by undesired low frequency disturbances (hum or repetitive transients) generated wiChin the System or by inadequate low frequency response shall not exceed 2� of the � visual signal level F The visual signal level at the picture carrier frequency on each channel shall not be less than 0 dbmv, nor more than +14 dbmv as measured across a 75 ohms terminating impedance, at the subscriber's television set terminals G The ratio or visual signal level to system noise and of visual signal level to any undesired co-channel television signal operating on a proper offset assignment shall not be less than 43 dB This requirement is applicable only to� 1 Each signal which is carried by the System serving subscYibers within the Grade B contour for that signal, or 2. Each signal which is first picked up within its Grade B contour, 3 Any local origination channel, 4 Any satellite programming H The �atio of visual signal level to the rms amplitude of all coherent disturbances, such as intermodulation pxoducts, co-channel television signals, or discrete-frequency interfexing signals, shall not be less than 54 dB for carriage o£ all signals picked up within Grade A contoux Not operating on proper offset assignments shall not be less than 46 dB � I The terminal isolation provided each subscriber shall not be less than 25 dB, except that the isolation between separate television and FM broadcast terminals for the same subscriber shall not be less than 15 dB �.J 1 Radiation from the System shall be limiCed to applicable FCC Ru Regulations and Specifications K System cross-modulation as measured at all network frequencies from the network input to any subscxiber terminal shall be at least 53 dB below the normal transmission level, L Subscriber installation shall conform where applicable to current relevant provisions of the National Electric Code, current edition, or any other applicable codes M The System sha11 be designed and maintained so as to be capable of operating over an ambient temperature range of -30 degrees Fahrenheit to +110 degrees Fahrenheit without catastrophic failure or irreversible performance changes over variations in supply voltages from 105 to 130 VAC N The maximum composite triple beat shall be -53 dB, as measured with a Hewlett Packard model 8558B spectrum analyzer or equivalent This specification is based on measurement of any channel with all other channels activated at the headend 2 of 3 0 The maximum second order distortion shall be -62 dB P The maximum third order distortion sha11 be -65 dB � Q. The maximum system bandpass response sha11 conform to the formula N/10 + 2 dB (where N equals the number of amplifiers in Cascade) ' ' R AGC/ASC forward every second trunk amplifier Maximum of 57 dB of cable to feeder terminator from last trunk AGCfA5C. S Notwithstanding anything to the contrary, Grantee shall at all times comply with all federal or state standards, codes or guidelines 3 of 3 i� �, EXfiIBIT C ACCESS CfTANNEL CARRIAGE REQUIRFMF.rrrS A. Priox to the completion o£ the 5ystem Upgxade, the access services shall be carried in accordance with the following Access Service Channel Location 1. Public Access 33 2. Educational Access 32 3 Governmental Access 31 4 Library Access 34 B Any realignment of any access service(s) shall require the prior approval of the City, provided, however, if the City does not object within sixty (60) days of a written request for an access service realignment submitted in writing by Grantee the City sha11 be deemed to have consented. , C Notwithstanding anything to the contrary, no consent shall be required o£ the City wfien a realignment of one or more access services is required by federal or state law in order foY Grantee to carry a service on one of those channels previously designated for access service � 1 of 1 , � _, � � � � � D Nm U U M � pi a C i F � M � � m � N � N � � � � �I � �I �I U C� � � 0.l � � F mz a y 6 U � a a Cr� M F .7 H x � z rn � W m = .aa x � � N W W SC � x m E U N w^ - = e x �-j O!.z � N�-. � ,..7 rn N X ��a6 SCE ���nzmF W ..a N[A x c W q q X� W x VJ H � H U O W.Z 2- t k H Z' �-+ [L mW e N xC ¢m.-� G�o G] o \ W m W ¢ F F!{ � nl p LC E W� kUV] UVIV]= d 6 � W �Ca.]- H W O� W C4 U r/1 C4 H W co W p�+ q q M P.7 W W z v} o xwawafG Hp[7 qEN�.--. 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F-� Q W 6 aC [K wxw rn H LG Ta� rn o H U H f Z O U �,..� U O 2 � � W ¢ � cti= c�m= � � e z c �NOO c� x�� x x= x x= � �� � � �o 0 0 t� �- ti �r 4- G � 38' , pg� 29' ' 25` 18 Scoops 14 Small Fresnels 4 Large Fresnels 1 E1lipsoidal 6 Fantographs ld it. ladder 12 ft, ladder 11 20anp extension cords curtains 16 of 16 22' � EXfIIBIT E IACAL ORIGINATION EQUIPMENT AVAIIAELE FOR PUBLIC ACCESS USE IACAL ORIGINATION EQUIPMENT INVENTORY 1/7/SS The Loca1 Origination Studio/Control Room is available for ACCW use when - Neither the studio or control room is in use by Nortel - Arrangements are made prior to the day of production - Use of studio and control room "S" is supervised by ACCW staff from start to end of reserved time - The equipment does not leave studio and control room "S" Local Origination Psoduction equipment, designed for use in studio/control room "B" is available for ACCW use in control room/studio "A" under the following conditions• - The equipment is requested by ACCW staff � - The equipment is for temporary replacement of studio/control room "A" equipment which is out for repair or waiting for repair, or L _I - The equipment is for use in a production produced by ACCW staff, municipal channel sta£f, or educational access staf£, - The equipment is installed by Nortel staff - The equipment is not in use, nor would it conflict with a scheduled use by Nortal staf£ - The equipment does not leave studio/control room "A" The Local Origination 3/4" editing system when not in use, or scheduled for use is available for ACCW staff use, under the following conditions - ACCW staff use request is made prior to the day requested - ACCW staff will be the only non-Nortel people present during use and ACCW staff will not leave the equipment unattended in an unlocked area - The equipment does not leave studio "B" 1 of 7 Noxtel Production equipment, listed as currently not in use, is available to ACCW use under the following conditions; ' - The request for use is made by ACCW staff - The equipment is used for temporary replacement of s�udio productlon equipment gone for repair or under repair � � - The equipment does not leave the building 2 of 7 STUDIQ "S" PRQDUCTIQN EQUIPMENT IN CONTROL ROOM BRAND M/N S/N ITEM �ANAS�NIC WJ5500B SEG ANASONIC WV5200BU TRIPLE B/W MONITOK SHURE M267 4 CHL AUDIO MIXER PANASONIC NVS5D0 VHS EDITOR VAC INTERCOM 5YSTEM CONRAC ENA9 DOUBLE B&W MONITORS SONY CAMERA CONTROL UNIT SONY CAMERA CONTROL UNIT SONY CAMERA CONTROL UNIT SONY CMA7 CAMERA POWER SUPPLY SONY CMA7 CAMERA POWER SUPPLY SONY CMA7 CAMERA POWSR SUPPLY WINSTEAD 22" EQUIPMENT Rt1CK WINSTEAD 22" EQUIPMENT RACK PANASONIC VN4130 B/W RCVRjMONITOR SONY CVM1250 RCVR/MONITOR CONRAC ENA9 B/W MONITOR TEKTRONIX 528 WAVEEORM MONITOR KNOX K128 CAARACTER GENERATOR SONY ECM16T TIE TAC OMNI MIC SONY ECM16T TIE TAC OMNI MIG SONY ECM16T TIE TAC OMNI MIC SONY ECM16T TIE TAC OMNI MIC SONY ECM44B ELECTRET CONDENSER MIC �ONY ECM44B ELECTRET CONDENSER MIC ONY ECM44S ELECTRET CONDEN5ER MIC -STUDIO "S" PRODUCTION EQUIPMENT IN STUDIO SRAND M/N S/N SONY SONY SQNY QUICKSET QUICKSET QUICKSET QUICKSET QUICKSET CENTURY CENTURY CENTURY CENTURY CENTURY CENTURY CENTURY CENTURY ' DXC1800 DXC1800 DXG18Q0 4-72852-3 4-72852-3 SAM50N 7301 SAMSON 7301 HUSKY ITEM COLOR CAMERA COLOR CAMERA COLaR CAMERA TRIPOD HEAD TRIPOD HEAD TRTPOD W/DOLLY TRIPOD W/DOLLY TRIPOD/HEAD/DOLLY SMALL FRESNEL LIGHT SMALL FRESNEL LIGHT SMALL FRESNEL LIGHT SMALL FRESNEL LIGHT SMALL FRESNEL LIGAT SMALL FRESNEL LIGHT SMALL FRESNEL LIGHT SMALL FRESNEL LIGHT 3 of 7 NOTE NOTE 4" VF lOxl LENS 4" VF lOxl LENS 1" VF 6v1 LENS .EJ'�.7��lL' CENTURY �ENTURY ENTURY ENTURY CENTURY ALLEN-TEL TELEX ELECTRO VOICE ELECTRO VOICE ELEGTRO VOICE ELECTRO VOICE SHURE REALISTIC ELECTRO VOICE MjN 635A 635A 635A 635A 579SB S/N ITEM SMALL SCOOP LIGHT SMALL SCOOP LIGHT SMALL SGOOP LIGHT SMALL 5COOP LIGHT PANTOGRAPH BLUE CURTAIN 25'x1D" 12' WOODEN STEP LADDER INTERCOM HEADSETS INTERCOM HEADSETS HANDHELD OMNI MIC HANDHELD OMNI MIC HANDHELD OMNI MIC HANDHELD OMNI MIC HANDHELD OMNI MIC TIC TAC OMNI MIC LAVELIERE OMNI MIC NOTE NORTEL PRODUCTION EQUIPMENT CURRENTLY NOT IN USE STORED ON STUDIO "B" SHELVES BRAND SWITCHCRAFT SWITCHCRAFT SWITCHCRAFT �WITCHCRAFT WITCHCRAFT WITCHCRAFT TEKTRONZX PANASONSC SVC MCMARTIN SONY SONY BEI REALISTIC SHURE PANASONIC AUDIOMAX AUDIOMAX PANASONIC PANASONIC PANASONIC PANASONIC SIGMA SIGMA BALL/MIRATEL SHURE ATLAS � M/N S/N 528 NV1960 KDV33 ACCU-FIVE V02800 V02860 CG410 M267 W.T46Q0 4440A 4000A WV3700 WV3700 WV3700 WV370D VDA-100A VDA-100A ITEM NOTE 26x2 PATCHBAY 26x2 PATCHBAY 26x2 PATCHBAY 14 PURPLE VIDEO CASLES FOR ABOVE 3 BLACK VIAEO CABLES FOR ABOVE 8 AUDIO CABLES FOR ABOVE WAVEFORM MONITOR EDTT CONTROLLER AUDIO CASSETTE DECK AUDIO MIXER 3/4" VCR 3/4" VCR CHARACTER GENERATOR TIMER AUDIO MIXER SEG AUDIO COMPRESSOR AUDIO LIMITER COLOR CAMERA 6xl LENS, POWER SUPPLY COLOR CAMERA 6x1 LENS, POWER SUPPLY COLOR CAMERA 6x1 LENS, POWER SUPPLY COLOR CAMERA 6x1 LENS, POWER SUPPLY VIDEO DA 1 INJ6 OUT VIDEO DA 1 IN/6 OUT B/W 9" MONITOR DESKTOP MIC STAND DESKTOP MIC STAND 4 of 7 BRAND ATLAS TLAS �YNAIR YNAIR DYNAIR AREOVOX M/N 710 S/N ITEM FLOOR MIC STAN➢ FLOOR MIC STAND AUDIO PRE-AMP 3x V/A PASSIVE SWIZ'CHER 6x V/A PASSIVE SWITCHER SULK ERASER NOTE NORTEL PRODUCTION EQUIPMF.NT C[)RRENTLY NOT IN USE STORED ELSEWHERE IN ACCW EQUIPMENT ROOM- BRAND M/N S/N ITEM NOTE RYAN AUDIO DA 2 IN/8 OIIT IN ACCW EDIT ROOM: SRAND M/N RAPID-Q RAPID-Q 5/N ITEM NOTE AUDIO CART RECDRD MACHINE AUDIO CART PLAY MACHINE IN CONTROL ROOM "A" CABLECAST AREA: �BRAND M/N S/N ITEM NOTE YNAIR PS1053D 8 OF 12 CH. 4 OUTPUTS @ DYNAIR VS153A SEG �_I 5 of 7 ' ' � OPERATING RULES Local Origination Mobile Production Van In the event Grantee provides a mobile production van in any one or more of 1ts cable television systems located in the Twin Cities Metxopolitan area, then Grantee shall provide Fridley access users the opportunity to utilize the mobile production van in accordance with the following operating rules. Scheduling: 1 Request for scheduling a production using the Local Origination Mobile Pxoduction Van must be made in writing to Nortel's Program Producer 2 Scheduling will be on a first-come first-serve basis 3 In the event that two (2) or more requests are received for producCions on the same day, the following priority wi11 apply in granting requests A Local Origination - 5t Louis Park and Fridley B St Louis Park Access C Sloomington and Fridley Access 4 Nortel's Local Originatlon will always have fixst priority on use o£ the van Rules of Van Operation: 1 All users of the equipped mobile van must be certified in its operation by the Nortel Cable TV Production Department Nortel will conduct workshops when needed to grant certification. 2. The appropriate Access Coordinator must be in attendance at all times duxing use of the mobile van 3 Nortel Cab1e personnel will accompany the van during all remote productions using the mobile van Nortel Cable employees only, will be permitCed to drive the van. 4 At all times during a production using the mobile van, the Access group and Access Coordinator will be responsible fos the actions of the group as a whole Any inappropriate behavior, use of alcohol or other drugs or the use of foul language wi11 not be tolerated and wi11 be considered reason to deny future use of the van 5 The Access Coordinator is responsible to provide adequate help and assistance in loading and unloading equipment from the van Unless previously arranged with Nortel's Program Producer, Nortel's employee wi11 only drive the van to and from the production Damage to Equipment: 1 The Access group, which is permitted to use the mobile van, will have sole responsibility for any damage which occurs to the equipment contained herein 6 of 7 2 Prior to the use of the van, the Access Coordinator and a Nortel Cab1e employee wi11 inspect the van's equipment and note the conditions which exist prior to use, Following the production the Access Coordinator and a Nortel ' Cable employee will again inspect the equipment to insure that no additional damages have occuzred — 3 If damages to the equipment occurs, Nortel's Program Producer will be responsible for assessing the dollar amount of the damage, determining if repair or replacement is necessa�y and invoicing the Access entity ' ' Time Limitations; 1 Nortel reserves the right to limit use of the van to insure that scheduling conforms to previously mentioned guidelines and is conducted fairly and responsibly Nortel Cable reserves the right to deny use of the mobile production van should it be found that an access group contlnually returns the van with misused or damaged equipment, in an unclean condition, or if supervision of the group using the van for pxoduction purposes is not adequaCe Nortel reserves the right to modify the van rules as conditions necessitate 7 of 7 � , ' EXHIBIT F INITTAL RATES AND CHARGES The initial rates for Basic and Pay Television Services are as follows Basic Service Pay Television Service $11 03 per month (plus state sales tax and federal copyright fee) Home $ox �ffice Showtime The Movie Channel The Disney Channel $12 0�/month (plus tax) $11 00/month (plus tax) $11 00/month (plus tax) $10 00/month (plus tax) * A$2 �0 monthly discount is given to all customers with two or more pay television services. * The Monthly price of the remote control is reduced to $2 95/month for cusComers with two or more pay television services 1 of 1 � EXHIBIT G CUSTOMER SERVZCE DEPARTMENT HOURS A. Dispatch Aepartment 8.OD a.m - 5.QQ p m - Monday 8 00 a m - 7 00 p m - Tuesday through Friday 8•00 a m - 5'00 p m - Saturday B. Customer SerVice De➢aYtment C D , E ' 8 00 a m - 7 00 p m - Monday through Thursday 8 00 a m - 6 00 p m - Friday Walk-in Hours 8 00 a m - 5.00 p m - Monday through Friday A drop slot will be available for after hours payment Repairs will be done, at a minimum, Monday through Friday 8 00 p m, and on Saturday - 8 00 a m. - 5 00 p m 1 of 1 8 00 a m -