HomeMy WebLinkAbout06.c. Franchise Renewal for Charter Cable
EXECUTIVE SUMMARY
City Council Regular Meeting: June 5, 2018
AGENDA ITEM: Franchise Renewal for Charter Cable AGENDA SECTION:
Consent
PREPARED BY: Emmy Foster, Assistant City
Administrator and Cable Commissioner AGENDA NO.: 6.c.
ATTACHMENTS: Attorney’s memo; proposed text of
renewed franchise ordinance; resolution
to publish ordinance notice; summary of
ordinance for publication
APPROVED BY: LJM
RECOMMENDED ACTION: Approval of franchise ordinance; approval of resolution to
publish ordinance and summary of ordinance
After a process lasting nearly seven years, the Apple Valley-Farmington-Rosemount Cable Commission
has reached an agreement with Charter Cable Partners, LLC to enter into new franchises for the company
to operate video services in each city. The Commission voted last month to recommend approval by the
City Council in each city of the franchise for its community. The City Council is scheduled to discuss the
proposal during the work session immediately preceding this regular meeting.
BACKGROUND
Cities are allowed under federal and state laws to provide limited regulation of cable television providers,
including a franchising process. Cities generally cannot regulate telephone and internet service, and they
cannot grant exclusive cable franchises.
The City of Rosemount works under a joint powers agreement with Apple Valley and Farmington to
supervise local regulation of cable and to produce programming for the government- and local-access
channels. Each city must approve its own franchise agreement with cable providers, but for the
Commission to be effective in its operations, the agreements must be substantially similar.
The Commission began to prepare for negotiations over the Charter franchises in 2012 by commissioning
an assessment of the communities’ video needs. As the franchise expiration date (April 20, 2014 for
Rosemount) approached and passed, Charter often was unavailable to hold substantive discussions,
blaming among other things the complexities of a digital conversion of its system and uncertainties over
ownership of the corporation and over management personnel at the company’s local, regional, and state
levels.
The Commission recommended and the City Councils approved extensions of the franchises twice in
hopes of facilitating an agreement. For the last few years, Charter has been operating in the communities
under an expired agreement without an extension. In the meantime, the Rosemount City Council reached
a franchise agreement for a new entrant to the local video market, Frontier, and the City continued in a
franchise with Gigabit Minnesota. Independently of negotiations, the cities instructed the Commission to
increase its local programming efforts.
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Negotiators for the Commission and Charter reached an agreement over tentative franchises for the cities
this spring.
PROPOSED FRANCHISE HIGHLIGHTS
The proposed franchise covers a period of ten years. Among the major points of the new agreement (some
of which were the most contentious issues during negotiations) are:
• Increasing the monthly public-education-government (PEG) fee from 50 cents to 75 cents per
cable subscriber. Part of the increase will reimburse the cities for equipment upgrades already
completed. (The 5% franchise fee continues.)
• Changing the purpose and accounting for spending of the PEG fee. The fee will now be limited to
equipment or capital expenditures by the Commission. The agreement calls for the Commission to
keep records of capital costs paid by the fee and the amount of local programming generated.
• Distributing all of the Commission’s government and education channels in high definition,
utilizing the improved video permitted by the equipment upgrades of the last few years.
• Canceling the claimed amount due on outstanding bills for cable boxes at City and school facilities
as of date the new agreement takes effect. (Charter began charging a fee after its digital conversion
in 2014 required one cable box per screen. Rosemount refused to pay the fee, saying it was
contrary to the existing franchise.)
• Instituting a fee going forward for most boxes at the facilities, currently $7/month.
A memo by the Commission’s Attorney is included with this packet, describing how the negotiated
agreement aligns with the Commission’s needs assessment.
RECOMMENDATION
The Cable Commission’s board, which includes the Rosemount Assistant City Administrator, voted 3-0 on
May 7 to recommend approval of the proposed franchises by the City Councils.
Council approval of the franchise ordinance also requires approval of the publication notice and summary
of the ordinance, as included with this packet.
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Kennedy 470 US Bank Plaza
200 South Sixth Street
Minneapolis MN 55402
&
Graven Robert J.V. Vose
(612) 337-9275 telephone
(612) 337-9310 fax
rvose@kennedy-graven.com
C H A R T E R E D
MEMORANDUM
DATE: May 11, 2018
TO: Apple Valley, Farmington, Rosemount Cable Commission
FROM: Bob Vose, Commission counsel
RE: Charter Franchise Renewal
Background
In 2011, Charter Cable Partners, LLC (“Charter”) requested that the cities of Apple Valley,
Farmington and Rosemount renew its cable franchises. Previously, the cities had formed the
cable commission (“Commission”) to jointly administer their franchises, which were originally
set to expire in mid-2014, and provide community programming (“PEG”).
As contemplated by the federal law governing cable franchise renewals, the Commission
conducted an assessment of the communities’ cable-related needs and interests. In early 2014, a
report identifying such interests along certain past performance or non-compliance concerns was
finalized. The Commission provided the report to Charter along with a draft franchise, and the
parties agreed to negotiate the renewal(s) via the “informal process” under federal law.
Shortly thereafter, Charter requested approval to convert the PEG channels from analog to digital
and renumber them. The cities conditionally approved this request. In conjunction with this
conversion, Charter elected to begin encrypting its basic service tier requiring the use of
converter boxes. Under the franchises, certain public institutional sites in the cities are entitled
to free cable service. Those institutions had to begin using converter boxes. A legal
disagreement arose when, without agreement, Charter began charging the cities (or their
institutions) for such converter boxes. This dispute is unresolved, but Charter has annually
“written-off” unpaid converter charges and will write-off any remaining unpaid charges thru the
date of the renewals.
In 2014, the Commission also audited Charter’s franchise fee and PEG fee payments and
identified several miscalculations or underpayments. Charter disputed these findings but
negotiated a settlement that provided consideration to the Commission and its members to
resolve the matter.
Further, in August 2014, Charter announced plans to restructure the corporate parent company
requiring the cities’ approval under the franchises. In December 2014, the cities adopted
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resolutions conditionally approving this restructuring.1 In conjunction with these approvals, the
franchises were extended thru the end of 2015.
In mid-2015, franchise renewal negotiations began in earnest. Because 18 months had passed,
the needs assessment report was updated to incorporate the conditions of the PEG channel
relocation, the settlement of the audit, and the terms of the resolutions approving Charter’s
restructuring. The Commission also found Charter’s communications regarding these matters to
be problematic and indicated that this issue should be addressed in the renewal.2
The franchises expired at the end of 2015. However, Charter took the position that its franchises
were extended by operation of federal law until completion of the renewal process. Accordingly,
Charter confirmed in writing that it would continue to operate under the franchises until the
completion of the renewal.
In early 2016, the negotiations were again delayed when Frontier began seeking competitive
cable franchises from the member cities. Charter participated in the resulting competitive
franchising process and raised legal and policy concerns regarding the franchising of Frontier.
The member cities issued competitive franchises to Frontier in late 2016.
Renewal negotiations with Charter were completed between 2017 and the present. This memo
compares the results of our negotiations against the needs assessment report.
Needs Assessment Report
The needs assessment report identified cable-related interests in two areas: PEG programming
and; other franchise terms. The report’s conclusions and a brief description of the results of our
negotiations on each issue follow:
PEG Channels and Support
• Maintain the PEG channels in their existing locations (10, 12, 16, and 22).
• Maintain the requirement for five channels for PEG access and community programming.
Result- As part of the digital conversion, the cities approved relocation of PEG
programming to channel #s 180, 184, 187, and 189. We have since negotiated an
arrangement whereby channel 180 will air each member city’s government programming
within that city; i.e. each city’s government programing will be “narrowcast.” In turn,
channel 189 will narrowcast ISD 192 programming in Farmington, and ISD 196
programming in Apple Valley and Rosemount, while channel 187 will air Commission-
produced programming and any public access programming. Finally, Charter will
continue to carry Regional Channel 6 as required by law.
1 After these approvals were granted, Charter announced that the restructuring would not be completed.
2 In particular, Charter’s lack of communication about the institution of charges for converters needed to receive free
service at institutions associated with the company’s digital conversion and debate over the Commission’s fee audit
caused conflicts that bled into the franchise renewal negotiations.
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This arrangement results in a net increase in the capacity available to provide discrete
channels of public, educational and governmental programming to intended audiences.
• Ensure that the Commission maintains the equivalent bandwidth currently allocated to it
(5 PEG channels at 6 MHz each) or receives adequate compensation if the Commission
chooses to use less than the 30 MHz provided by the current franchise.
Result- The prior allocation of 30 MHz of channel capacity to the Commission and its
members was used as leverage in renewal negotiations. This allowed negotiation of the
beneficial arrangement described above.
• Maintain PEG channels on the lowest tier of service.
Result- The franchises will provide: “All Subscribers who receive all or any part of the total
services offered on the System shall receive such [PEG] Channels at no additional service
charge.”
• Provide PEG channels in a SD format that is non-discriminatory and consistent with the
digital quality and capabilities provided to broadcast channels.
Result- As noted above, all customers, including those that do not subscribe to an HD tier
of service, will receive the PEG channels without added charge. Any SD-only customers
will receive all PEG channels.
• Simulcast PEG channels in SD and HD to ensure that subscribers who have HD
technology can view PEG programming in the same format.
Result- Government programming will be available in both SD and HD immediately.
School district programming may be made available in HD as soon as the districts are
prepared to provide their programming in HD. Commission-produced programming on
channel 187 must be provided in HD once 90% of Charter’s program offerings are
available in HD.
• Provide PEG programming in a Video on Demand format, consistent with the quality and
usability of Charter’s other offerings of On Demand programming.
Result- Charter has not agreed to Video on Demand. Throughout the Mpls/St. Paul
metro, virtually no franchise renewals have included such a requirement.
• Maintain the connections for the transmission of live and recorded programming from the
city halls of Apple Valley, Farmington, and Rosemount and ISD #192 and ISD #196.
Result- The Commission and member cities will be responsible for transport of
governmental programming to Apple Valley city hall, which is already technically
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possible and being done. Charter is obligated to provide for the transmission of
programming from that location and the two school district locations.
In addition, the Commission or its members may extend additional two-way connections
from other public institutional sites to permit airing of live PEG programming. The PEG
funding described below may be used to cover any costs associated with establishing
such two-way connections.
• Ensure that the PEG fee is adequate to support PEG needs, including the equipment
upgrade and replacement needs over the term of a renewed franchise.
• Preserve the ability of the Commission to increase the PEG fee throughout the term of the
franchise to ensure PEG funding keeps pace with inflation.
Result- This was one of the most difficult issues to negotiate. The needs report identified
a need for $1.2-$1.4M in PEG funding to meet then-current and expected future PEG
equipment and capital needs. The PEG fee collected by both Charter and its competitors
is currently $.50 per subscriber, per month. The renewed franchises provide for a PEG
fee increase to $.75 with a commitment for such fee to produce $1.3M over the franchise
term. Based on 2015 customer counts a PEG fee of $.75 would produce $1.53M over a
10-year franchise term. The fee will be reviewed in the 6th year of the renewed franchises
and adjusted as necessary to hit the targeted total amount. All franchised cable operators
will collect the same PEG fee.
On behalf of its members, the Commission will prepare an annual report by October 1st
indicating the total amount of the PEG support received from all cable operators. As
required by federal law, PEG fee receipts must be used for PEG capital and equipment.
Other Franchise Provisions
• Maintain many of the provisions of the current franchise including but not limited to
franchise fees, insurance, bonds, and letter of credit.
• Maintain Grantor’s enforcement ability.
Result- The renewed franchises retain all “boilerplate” provisions along with specified
mechanisms to enforce the franchise such as $10k letters of credit allowing imposition of
liquidated damages (penalties) for violations.
We also negotiated language clarifying how revenues from “bundled” services must be
accounted for in calculating the 5% franchise fee, which was retained. Further, the
franchises now provide that franchise fees must be paid quarterly with late payments
subject to interest at the prime rate plus 1%, annually. Finally, Charter must fully
reimburse the Commission if any future audit uncovers an underpayment of 5% or more.
• Maintain the existing requirement for emergency message override of the system to
advise and protect citizens.
Result- The cities fully retain emergency alert override rights.
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• Maintain requirements regarding customer service.
• Maintain Charter’s local office for the convenience and accessibility of local residents.
Result- All customer service rights provided under the prior franchises are retained.
Charter will continue to be required to provide a conveniently located customer service
office staffed during normal hours. Charter must provide notice to the cities of any
proposed changes to this arrangement.
• Maintain reporting requirements of Grantee including but not limited to financial reports,
technical reports, and customer service-related reports.
Result- All reporting obligations were retained.
• Provide and maintain a high quality, reliable, up-to-date cable system.
Result- The franchises will retain all prior obligations concerning system quality and
maintenance. The franchises will continue to give the cities’ rights to inspect and test the
system as may be deemed necessary.
• Continue to provide drops and complimentary service to existing governmental and
educational facilities. Provide future drops and complimentary cable service under the
same terms and conditions throughout the term of a renewed franchise as facilities are
built or re-located.
Result- As noted above, Charter has addressed all unpaid converter charges by writing off
or agreeing to write off those charges. Going forward, Charter will continue providing
complimentary basic tier cable service to all sites currently served for 1-year. During that
time, the Commission staff will work with both Charter and Frontier to evenly distribute
the obligation to provide free service so that each company serves half of the sites.
Charter will provide 1 cable box per site free of charge, with standard charges for
additional boxes (currently $7 per mos.). Charter will not be required to extend free
cable service to new sites.
Competition and Level Playing Field Language
Although not addressed in the needs assessment report, Charter sought franchise language
requiring that its obligations and treatment be equivalent to the obligations imposed on Frontier
and any other cable competitors.
Response- We negotiated mutually acceptable language addressing this concern.
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Conclusion
Negotiation of this franchise renewal took more than 4 years due to the complications described
above. In negotiations, normally neither party obtains all of its goals. Here, however, the
Commission has negotiated a franchise renewal arrangement that addresses all significant issues
and meets most of the goals identified in the needs assessment report. As such, the Commission
recommends that its member cities approve and adopt the franchise(s) that have been negotiated.
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CITY OF ROSEMOUNT
DAKOTA COUNTY
STATE OF MINNESOTA
ORDINANCE NO. 2018-____
AN ORDINANCE GRANTING A FRANCHISE RENEWAL TO CHARTER
CABLE PARTNERS, LLC L/K/A CHARTER COMMUNICATIONS TO
CONSTRUCT, OPERATE, AND MAINTAIN A CABLE SYSTEM IN THE
CITY OF ROSEMOUNT, SETTING FORTH CONDITIONS
ACCOMPANYING THE GRANT OF THE FRANCHISE; PROVIDING
FOR REGULATION AND USE OF THE SYSTEM; AND PRESCRIBING
PENALTIES FOR THE VIOLATION OF ITS PROVISIONS.
THE CITY COUNCIL OF THE CITY OF ROSEMOUNT (“CITY”) ORDAINS as
follows:
Section 1. Repeal and Replace. Ordinance No. XI.21, granting a cable franchise to Charter is
hereby repealed in its entirety and replaced with the following:
STATEMENT OF INTENT AND PURPOSES
The City intends, by the adoption of this Franchise, to bring about the renewal of a Cable Franchise,
and the continued operation of a Cable System. Such a renewal can contribute significantly to the
cable communications needs and desires of the residents and citizens of the City and the public
generally.
FINDINGS
In the review of the request for renewal of the Franchise by Grantee and negotiations related
thereto, and as a result of a public hearing, the City Council makes the following findings:
1. Grantee’s technical ability, financial condition, legal qualifications, and character were
considered and approved in a full public proceeding after due notice and a reasonable opportunity to
be heard;
2. Grantee’s plans for operating the Cable System were considered and found adequate and
feasible in a full public proceeding after due notice and a reasonable opportunity to be heard;
3. The Franchise granted to Grantee by City complies with the existing applicable State
statutes, federal laws and regulations;
4. Grantee has substantially complied with the material terms of the current Franchise under
applicable laws; and
5. The Franchise granted to Grantee is nonexclusive.
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SECTION 1
SHORT TITLE AND DEFINITIONS
1.1 Short Title. This Franchise shall be known and cited as the Cable Services Franchise
Ordinance.
1.2 Definitions. For purposes of this Franchise, the following terms, phrases, words and
their derivations shall have the meaning ascribed to them by the Cable Communications Policy Act
of 1984, as amended from time to time (the “Cable Act”), unless otherwise defined herein. Words
used in the present tense include the future, words in the plural number include the singular number,
and words in the singular number include the plural number. All capitalized terms used in the
definition of any other term shall have their meaning as otherwise defined in this section. The
words “shall” and “will” are mandatory and “may” is permissive. Words not defined shall be given
their common and ordinary meaning.
(a) “Basic Cable Service” means any service tier which includes the lawful
retransmission of local television broadcast signals and any public,
educational, and governmental access programming required by the
franchise to be carried on the basic tier. Basic Cable Service as defined
herein shall be the definition set forth in 47 U.S.C. § 522(3).
(b) “Cable Act” means the Cable Communications Act of 1984 as amended, 47
U.S.C. §521 et. seq.
(c) “Cable Service” or “Service” means:
(i) The one-way transmission to Subscribers of (i) Video
Programming, or (ii) Other Programming Service; and
(ii) Subscriber interaction, if any, which is required for the
selection or use of such Video Programming or Other Programming Service.
Cable Service as defined herein shall be the definition set forth in 47 U.S.C. §
522(6).
(d) “Cable System,” or “System” means a facility, consisting of a set of closed
transmission paths and associated signal generation, reception and control
equipment that is designed to provide Cable Service which includes Video
Programming and which is provided to multiple Subscribers within a
community, but such term does not include:
(i) A facility that serves only to retransmit the television signals
of one (1) or more television broadcast stations;
(ii) A facility that serves Subscribers without using any public
Rights-of-Way;
(iii) A facility of a common carrier which is subject, in whole or in
part, to the provisions of 47 U.S.C. § 201 et. seq., except that such facility
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shall be considered a Cable System (other than for purposes of 47 U.S.C. §
541(c)) to the extent such facility is used in the transmission of Video
Programming directly to Subscribers; unless the extent of such use is solely
to provide interactive on-demand services;
(iv) An open video system that complies with 47 U.S.C. § 573; or
(v) Any facilities of any electric utility used solely for operating its
electric utility system.
Cable System as defined herein shall be the definition set forth in 47 U.S.C.
§ 522(7).
(e) “Channel” or “Cable Channel” means a portion of the electromagnetic
frequency spectrum which is used in a Cable System and which is capable of
delivering a television channel.
(f) “City” means the City of Rosemount, Minnesota.
(g) “Cities” means the Cities of Apple Valley, Farmington and Rosemount,
Minnesota collectively.
(h) “City Code” means the Municipal Code of the City of Rosemount, as may be
amended from time to time.
(i) “Commission” means the joint powers body formed by the Cities of Apple
Valley, Farmington and Rosemount, Minnesota.
(j) “Converter” means an electronic device which converts signals to a
frequency acceptable to a television receiver of a Subscriber.
(k) “Council” means the City Council of the City of Rosemount, Minnesota.
(l) “Day” unless otherwise specified shall mean a calendar Day.
(m) “Drop” means the cable that connects the ground block at the Subscriber’s
location to the nearest distribution point of the System.
(n) “Effective Date” shall mean July 1, 2018.
(o) “FCC” means the Federal Communications Commission and any legally
appointed, designated or elected agent or successor.
(p) “Franchise” means this franchise and the regulatory and contractual
relationship established hereby.
(q) “Franchise Fee” means, in accordance with 47 U.S.C. § 542(g), any tax, fee,
or assessment of any kind imposed by the City or other Governmental Authority
on Grantee or cable Subscriber, or both, solely because of their status as such. The
term "Franchise Fee" does not include: (i) any tax, fee, or assessment of general
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applicability (including any such tax, fee, or assessment imposed on both utilities
and cable operators or their services but not including a tax, fee, or assessment
which is unduly discriminatory against cable operators or Subscribers); (ii) capital
costs which are required by the Franchise to be incurred by Grantee for PEG
Access facilities; (iii) requirements or charges incidental to the award or
enforcement of the Franchise, including payments for bonds, security funds, letters
of credit, insurance, indemnification, penalties, or liquidated damages; or (iv) any
fee imposed under Title 17 of the United States Code.
(r) “Governmental Authority” means any court or other federal, State, county,
municipal or other governmental department, commission, board, agency or
instrumentality.
(s) “Grantee” is Charter Cable Partners, LLC l/k/a Charter Communications,
its lawful successors, transferees or assignees.
(t) Gross Revenues” means any and all revenues actually received by the
Grantee, as determined in accordance with generally accepted accounting
principles (“GAAP”), from the operation of the Cable System to provide Cable
Services in the Service Area. Gross Revenues shall not include any taxes, fees or
assessments of general applicability imposed or assessed by any Governmental
Authority, launch fees, tower rent, network capacity and facilities rent for the
provision of non-cable services (including but not limited to voice or data services),
investment income, bad debt, credits, refunds, any amounts collected from
Subscribers for deposits, FCC Fees or PEG Fees. A Franchise Fee is not such a
tax, fee or assessment. The City acknowledges and accepts that Grantee shall
maintain its books and records in accordance with GAAP.
(u) The parties acknowledge that the Grantee may offer a bundle or package of
Cable Services and non-Cable Services at a discounted rate. In order to calculate
Gross Revenues, the Grantee will allocate revenues between Cable Services (which
are subject to the Franchise Fee) and non-Cable Services (which are not subject to
the Franchise Fee but may be subject to other fees and/or taxes) included in the
bundle or package of services. The Grantee shall apportion the revenues generated
from bundled or packaged services on a proportionate pro rata basis among the
services offered unless such allocation methodology is directly in conflict with
GAAP, in which case Grantee shall allocate bundled revenues in accordance with
GAAP, and in no event shall the Grantee allocate the revenues to evade its
Franchise Fee obligations under this Franchise or disproportionately reduce Gross
Revenues.
(v) “Installation” means the connection of the System from distribution cable to
the point of connection, including Standard Installations and custom Installations.
(w) “Normal Business Hours” means those hours during which most similar
businesses in the City are open to serve customers. In all cases, “Normal Business
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Hours” must include some evening hours at least one (1) night per week and/or
some weekend hours. Cable System Normal Business Hours as defined herein
shall be the definition set forth in 47 C.F.R. § 76.309(d).
(x) “Normal Operating Conditions” means those service conditions which are
within the control of the Grantee. Those conditions which are not within the
control of the Grantee include, but are not limited to, natural disasters, civil
disturbances, power outages, telephone network outages, and severe or unusual
weather conditions. Those conditions which are ordinarily within the control of
the Grantee include, but are not limited to, special promotions, pay-per-view
events, rate increases, regular peak or seasonal demand periods, and maintenance
or upgrade of the Cable System. Normal Operating Conditions as defined herein
shall be the definition set forth in 47 C.F.R. § 76.309(d).
(y) “Other Programming Service” means information that a cable operator
makes available to all Subscribers generally. Other Programming Services as
defined herein shall be the definition set forth in 47 U.S.C. § 522 (14).
(z) “PEG” means public, educational and governmental.
(aa) “Person” means any individual or any association, firm, general partnership,
limited partnership, joint stock company, joint venture, trust, corporation, limited
liability company or other legally recognized entity, private or public, whether for-
profit or not-for-profit.
(bb) “Service Area” means the entire geographic area within the City as it is now
constituted or may in the future be constituted, unless otherwise specified in this
Franchise.
(cc) “Standard Installation” means any residential Installation which can be
completed using an aerial Drop of one hundred twenty-five (125) feet.
(dd) “State” means the State of Minnesota.
(ee) “Right of Way.” “Rights-of-Way” or “ROW” means the area on, below, or
above a public roadway, highway, street, cartway, bicycle lane, and public
sidewalk in which the City has an interest, including other dedicated rights-of-
way for travel purposes and utility easements of local government units including
the City.
(ff) “Subscriber” means any Person who lawfully elects to subscribe to Cable
Service via the System. Subscriber as defined herein shall be the definition set
forth in 47 C.F.R. § 76.5(ee).
(gg) “Video Programming” means programming provided by, or generally
considered comparable to programming provided by, a television broadcast
station. Video Programming as defined herein shall be the definition set forth in
47 U.S.C. § 522(20).
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1.3 Written Notice. All notices, reports or demands required or permitted to be given
under this Franchise shall be in writing and shall be deemed to be given when delivered personally
to the party designated below, or when five (5) Days have elapsed after it has been deposited in the
United States mail in a sealed envelope, with registered or certified mail, postage prepaid thereon, or
on the next business Day if sent by express mail or nationally recognized overnight air courier
addressed to the party to which notice, report or demand is being given, as follows:
If to City: City of Rosemount
Attn: City Administrator
2875 145th Street West
Rosemount, MN 550968
If to Grantee: Charter Communications
Attn: Vice President, Legal Operations
12405 Powerscourt Drive
St. Louis, MO 63131
With a courtesy copy to: Charter Communications
16900 Cedar Avenue South
Rosemount, MN 55068
Such addresses may be changed by either party upon notice to the other party given as provided in
this section.
SECTION 2
GRANT OF AUTHORITY AND GENERAL PROVISIONS
2.1 Franchise Required. It shall be unlawful for any Person to construct, install, operate
or maintain a Cable System or to offer Cable Service in the City unless such Person or the Person
for whom such action is being taken shall have first obtained and shall currently hold a valid cable
television franchise. The City shall at all times comply with the level playing field statute at
Minnesota Statutes Section 238.08 and any other applicable state or federal level playing field
requirements.
2.2 Grant of Franchise.
(a) This nonexclusive Franchise is granted pursuant to the terms and conditions
contained herein. The City hereby authorizes Grantee to occupy or use the City’s Rights-of-
Ways subject to: 1) the provisions of this non-exclusive Franchise to provide Cable Service
within the City; and 2) all generally applicable nondiscriminatory and competitively neutral
provisions of the City Code. Nothing in this Franchise shall be construed to prohibit
Grantee from: (1) providing services other than Cable Services; or (2) challenging any
exercise of the City’s legislative or regulatory authority in an appropriate forum. The City
hereby reserves all of its rights to regulate such other services to the extent not prohibited by
applicable law and no provision herein shall be construed to limit or give up any City right to
regulate.
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(b) The City shall endeavor to require developers of future subdivisions to allow and
accommodate the construction of the System as part of any provisions for utilities to serve
such subdivisions.
(c) The Grantee agrees to comply with the terms of any lawfully adopted generally
applicable local ordinance related to the safety, health, and welfare of the public or use of
Rights-of-Way, to the extent that the provisions of the ordinance do not conflict with this
Franchise. This Franchise is a contract and except as to those changes which are the result
of the City’s lawful exercise of its general police power, the City may not take any unilateral
action which materially changes the explicit mutual promises in this contract. Any changes
to this Franchise must be made in writing signed by the Grantee and the City. In the event
of any conflict between this Franchise and any City ordinance or regulation that is not
generally applicable, this Franchise shall control. Grantee reserves all rights it may have to
challenge any modifications to the City Code whether arising in contract or at law. The City
reserves all of its rights and defenses to such challenges whether arising in contract or at law.
(d) Nothing in this Franchise shall (a) abrogate the right of the City to perform any
public works or public improvements of any description, (b) be construed as a waiver of any
codes or ordinances promulgated by the City, or (c) be construed as a waiver or release of
the rights of the City in and to the Rights-of-Way, or (d) be construed as a waiver or release
of rights of the Grantee.
(e) This Franchise complies with the Minnesota franchise standards set forth in
Minnesota Statutes Section 238.084. The City and the Grantee shall conform to Minnesota
laws promulgated subsequent to the date of this Franchise. The City and the Grantee shall
conform to federal laws and regulations as they become effective.
2.3 Additional Providers
(a) The Franchise granted herein shall be nonexclusive.
(b) The City acknowledges that under Minn. Stat. §238.08, Subd. 1(b) it may only grant
additional franchises to provide Cable Service within the City on terms and conditions no
more favorable or less burdensome than those in this Franchise pertaining to: (1) the area
served; (2) public, educational, or governmental access requirements; or (3) franchise fees.
Additionally, and beyond the requirements of Minn. Stat. §238.08, the City agrees that
Grantee’s obligations under this Franchise with regard to ROW access and responsibilities,
complimentary service to public buildings, penalties and security, sale or transfer of
ownership shall not be more burdensome or less favorable than those imposed on any such
Additional Provider (defined below).
(c) If any other provider of Cable Services is lawfully authorized by the City to provide
such services using facilities located wholly or partly in the Rights-of-Way of the City
(“Additional Provider(s)”), the City shall, within thirty (30) Days of a written request from
Grantee, modify this Franchise to ensure that the obligations imposed by Section 2.3(b) have
been met.
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(d) If the City fails to make modifications consistent with Section 2.3(b) Grantee shall
have the right to initiate an action in the state or federal district court for breach of contract
or other appropriate claims and seek any and all appropriate relief, including specific
performance.
(e) Nothing in this Franchise shall impair the right of the City or Grantee to seek other
remedies available under law.
(f) In the event City initiates the franchising process pursuant to Minn. Stat. § 238.081,
the City shall notify Grantee in writing of its intent to initiate the franchising process prior to
doing so.
(g) Grantee shall have the right to operate the Cable System to the extent provided in
any future amendment to applicable state or federal law.
2.4 Term. The initial term of this Franchise shall be for the period of ten (10) years
from the date of acceptance by Grantee, unless renewed, revoked or, terminated sooner as herein
provided (“Initial Term”). The Initial Term may be extended by mutual agreement of the parties.
2.5 Previous Franchise. Upon acceptance of this Franchise by Grantee as required in
Section 11.2 herein, this Franchise shall supersede and replace Ordinance No. XI.21.
2.6 Rules of Grantee. The Grantee shall have the authority to promulgate such rules,
regulations, terms and conditions governing the conduct of its business as shall be reasonably
necessary to enable said Grantee to exercise its rights and perform its obligation under this
Franchise and to assure uninterrupted service to each and all of its Subscribers; provided that such
rules, regulations, terms and conditions shall not be in conflict with provisions hereto, the City Code
or applicable law.
2.7 Territorial Area Involved. This Franchise is granted for the Service Area.
(a) Grantee shall maintain the Cable System in a commercially reasonable manner.
(b) Notwithstanding the foregoing, the Grantee shall have the right, but not the
obligation, to extend the Cable System into any portion of the Service Area, provided,
however, that if any Additional Provider operating in the City as of the Effective Date of
this Franchise ceases the provision of Cable Service in the City, then the Grantee shall be
obligated to extend the System and offer Service to all portions of the Service Area in which
there is a minimum of thirty-five (35) homes per linear stand mile of cable as measured from
Grantee’s closest trunk line or distribution cable actively delivering Service. The Grantee
shall be afforded a reasonable period of time to extend the System and make Service
available, not to exceed six (6) months from a request for Service.
SECTION 3
CONSTRUCTION STANDARDS
3.1 Permits. Grantee shall not construct any Cable System facilities until Grantee has
secured the permits from City required by applicable law.
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3.2 Grantee’s Facilities and Equipment.
(a) In those areas of the City where transmission or distribution facilities of all
the utilities providing telephone and electric power service are underground, the Grantee
likewise shall construct, operate and maintain its transmission and distribution facilities
therein underground.
(b) Grantee shall be granted access to any easements granted to a public utility,
municipal utility or utility district in any areas annexed by City or new developments.
(c) In those areas of the City where Grantee’s cables are located on the above-
ground transmission or distribution facilities of the utility providing telephone or electric
power service, and in the event that the facilities of both such utilities subsequently are
placed underground, then the Grantee likewise shall construct, operate and maintain its
transmission and distribution facilities underground.
(d) Certain of Grantee’s equipment, such as pedestals, amplifiers and power
supplies, which normally are placed above ground, may continue to remain in above-
ground closures.
3.3 Conditions on Right-of-Way Use.
(a) Nothing in this Franchise shall be construed to prevent City from
constructing, maintaining, repairing or relocating sewers; grading, paving, maintaining,
repairing, relocating and/or altering any Right-of-Way; constructing, laying down, repairing,
maintaining or relocating any water mains; or constructing, maintaining, relocating, or
repairing any sidewalk or other public work consistent with applicable law.
(b) Relocation for the City. The Grantee shall, upon receipt of reasonable
advance written notice, to be not less than ten (10) business Days, protect, support,
temporarily disconnect, relocate, or remove any property of Grantee when lawfully required
by the City pursuant to its police powers. Grantee shall be responsible for any costs
associated with these obligations to the same extent all other users of the City rights-of-way
are responsible for the costs related to the relocation of their facilities.
(c) Relocation for a Third Party. The Grantee shall, on the request of any
Person holding a lawful permit issued by the City, protect, support, raise, lower, temporarily
disconnect, relocate in or remove from the Right-of-Way as necessary any property of the
Grantee, provided that the expense of such is paid by any such Person benefiting from the
relocation and the Grantee is give reasonable advance written notice to prepare for such
changes. The Grantee may require such payment in advance. For purposes of this
subsection, “reasonable advance written notice” shall be no less than ten (10) business Days
in the event of a temporary relocation and no less than one hundred twenty (120) Days for a
permanent relocation.
(d) Reimbursement of Costs. If funds are available to any Person using the
Rights-of-Way for the purpose of defraying the cost of any of the foregoing, the City shall
reimburse the Grantee in the same manner in which other Persons affected by the
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requirement are reimbursed. If the funds are controlled by another governmental entity, the
City shall make application for such funds on behalf of the Grantee.
(e) The Grantee shall, on request of any Person holding a moving permit issued
by City, temporarily move its wires or fixtures to permit the moving of buildings with the
expense of such temporary removal to be paid by the Person requesting the same, and the
Grantee shall be given not less than ten (10) Days advance notice to arrange for such
temporary changes.
(f) Nothing in this Franchise shall be construed to prevent the City from adopting and
enforcing requirements for the usage of Rights-of-Way, or from constructing, maintaining,
repairing or relocating utility facilities, streets or sidewalks, or from grading, paving, maintaining,
repairing, relocating and/or altering any Right-of-Way.
(g) All System facilities shall be located so as not to obstruct or interfere with the use
of Right-of-Way, and so as not to unnecessarily interfere with the usual and customary trade,
traffic, or travel upon the streets and public places in the franchise area or endanger the life of
property of any Person.
3.4 Tree Trimming. Grantee shall have the authority to trim trees, in accordance with
applicable law.
3.5 Protection of Facilities. Nothing contained in this section shall relieve any Person
from liability arising out of the failure to exercise reasonable care to avoid damaging Grantee’s
facilities while performing any work connected with grading, regrading or changing the line of any
Rights-of-Way or public place or the construction or reconstruction of any sewer or water system.
3.6 Safety requirements. The Grantee shall at all times keep and maintain the System in
good condition, order, and repair so as to avoid endangering the life or property of any Person;
employ ordinary and reasonable care and common industry practices to avoid causing damage,
injuries, or nuisances to the public, and; keep and maintain the System in accordance with all
federal, state and local laws and regulations including the National Electric Safety Code.
3.7 Drop burial. Grantee shall bury all drops in a reasonable time period which shall not
exceed ten (10) business Days, subject to weather conditions and the completion of required utility
locates. In the event the ground is frozen, Grantee shall be permitted to delay burial until the
ground is suitable for burial which in no event shall be later than June 30th.
3.8 Repair of Rights-of-Way and property. Any and all Rights-of-Way or public property
disturbed or damaged during the construction, repair, replacement, relocation, operation, maintenance or
reconstruction of the System shall be promptly and fully restored by Grantee at its expense in
accordance with any generally applicable ordinance governing Rights-of-Way.
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SECTION 4
DESIGN PROVISION
4.1 Cable System Design and Functionality. As of the Effective Date of this Agreement,
the Grantee operates a 750 MHz Hybrid Fiber-Coax Cable System. The parties acknowledge that
the current design of the Cable System does not preclude the use of new technologies in the future.
4.2 Programming Decisions.
(a) Grantee shall carry broad categories of video programming, including local
news, sports, and entertainment. Any change in the broad categories of video
programming or other information services shall require City approval consistent with
47 U.S.C. § 544(b), which approval shall not be unreasonably withheld.
(b) Grantee shall comply with federal law regarding notice to the City and
Subscribers prior to any Channel additions, deletions, or realignments.
4.3 Technical Standards. The technical standards used in the operation of the Cable
System shall comply, at minimum, with the technical standards promulgated by the FCC relating to
Cable Systems pursuant to Title 47, Section 76, Subpart K of the Code of Federal Regulations, as
may be amended or modified from time to time, which regulations are expressly incorporated herein
by reference.
4.4 Special Testing. City may require special testing of a location or locations within the
System if there is a particular matter of controversy or unresolved complaints pertaining to such
location(s). Demand for such special tests may be made on the basis of complaints received or
other evidence indicating an unresolved controversy or noncompliance. Such tests shall be limited
to the particular matter in controversy or unresolved complaints. The City shall arrange its request
for such special testing so as to minimize hardship or inconvenience to Grantee or to the
Subscribers caused by such testing. Before ordering such tests, Grantee shall be afforded thirty (30)
Days to correct problems or complaints upon which tests were ordered. The City shall meet with
Grantee prior to requiring special tests to discuss the need for such and, if possible, visually inspect
those locations which are the focus of concern. If, after such meetings and inspections, City wishes
to commence special tests and the thirty (30) Days have elapsed without correction of the matter in
controversy or unresolved complaints, the tests shall be conducted by a qualified engineer mutually
selected by City and Grantee based on a mutually agreed upon scope of work. The parties shall bear
their respective costs for the testing.
4.5 FCC Reports. The results of tests required to be filed by Grantee with the FCC shall
also be copied to City within ten (10) Days of the conduct of the date of the test.
4.6 Emergency Alert Capability. At all times during the term of this Franchise, Grantee
shall provide and maintain an Emergency Alert System (EAS) consistent with applicable federal law
and regulations including 47 C.F.R., Part 11, and any Minnesota State Emergency Alert System
requirements. The City may identify authorized emergency officials for activating the EAS
consistent with the Minnesota State Emergency Statewide Plan (“EAS Plan”).
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4.7 Parental Control Lock. To the extent required by applicable law, Grantee shall
provide, for sale or lease, to Subscribers, upon request, a parental control locking device or digital
code that permits inhibiting the video and audio portions of any Channels offered by Grantee.
SECTION 5
SERVICE PROVISIONS
5.1 Rate Regulation. The City reserves the right to regulate rates for Basic Cable Service
and any other services offered over the Cable System, to the extent authorized by applicable law.
5.2 Leased Channel Service. Grantee shall offer leased channel service on reasonable
terms and conditions and in accordance with applicable law.
5.3 Service to Public Buildings.
(a) For a period of one (1) year after the Effective Date, Grantee shall provide Basic
Cable Service, or its lowest cost level of Cable Service, to a single Drop, with one (1) Converter (if
necessary) to one (1) outlet, free of charge, at each public institution, elementary and secondary
school building and public library building that currently receives complimentary Cable Service as of
the Effective Date of this Franchise on a voluntary basis, as listed in the exhibit attached hereto as
Exhibit A-1. Thereafter, Grantee shall provide the aforementioned service to fifty percent (50%) of
the agreed upon locations attached hereto as Exhibit A-2; provided, however, Grantee shall not be
required to extend service to any building or site not listed on Exhibit A-1 even if that results in
Grantee serving less than fifty percent (50%) of the agreed upon locations attached hereto as
Exhibit A-2.
(b) Any public institution, elementary and secondary school building or public library
building that receives Cable Service pursuant to this Section 5.3 shall be responsible for any costs
incurred by Grantee to repair or replace any Drops, outlets or equipment required to receive or
distribute the Cable Service.
5.4 Consumer Protection and Service Standards. Grantee shall comply with the FCC
Customer Service Rules at 47 CFR §76.309, as may be amended, and the following:
(a) Complaint records. Subject to Grantee's need to maintain the privacy of
certain information, the Grantee shall at all times maintain a record of all written
complaints received regarding interruptions or degradation of Cable Service and the
resolution of such complaints, which shall be maintained for one (1) year. Upon
request, Grantee shall make available for the City’s review a written summary of such
complaints and their resolution in accordance with Sections 7.3 and 7.4 herein. Upon request,
Grantee will also make reports available with respect to the objectively measurable service
standards established at 47 CFR §76.309.
(b) Additional customer service requirements. The City expressly reserves
authority to adopt additional or modified customer service requirements to the extent
provided in applicable FCC regulations.
5.5 Intentionally Omitted.
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5.6 Sales Procedures. Grantee shall have the right to market door-to-door during
reasonable hours consistent with this Franchise and existing local ordinances and regulation.
5.7 Subscriber Contracts. Grantee shall, upon written request, provide the City with any
standard form residential Subscriber contract utilized by Grantee for Cable Service. If no such
written contract exists, Grantee shall file with the City a document completely and concisely stating
the length and terms of the Subscriber contract offered to customers. The length and terms of any
standard form Subscriber contract(s) shall be available for public inspection during Normal Business
Hours. Upon request, a list of Grantee’s current Subscriber rates and charges for Cable Service shall
be maintained on file with City, unless otherwise available on its consumer website, and shall be
available for public inspection. For purposes of this section, the availability of this information on
Grantee’s website shall constitute compliance.
5.8 Refund Policy. If a Subscriber’s Cable Service is interrupted or discontinued,
without cause, for twenty-four (24) or more consecutive hours, Grantee shall, upon request by the
Subscriber, credit such Subscriber pro rata for such interruption. For this purpose, every month will
be assumed to have thirty (30) Days.
5.9 Late Fees. Grantee shall comply with all applicable laws with respect to any
assessment, charge, cost, fee or sum, however characterized, that Grantee imposes upon a
Subscriber for late payment of a bill.
5.10 Disputes. All Subscribers and members of the general public may direct complaints,
regarding Grantee’s Service or performance to the chief administrative officer of the City or the
chief administrative officer’s designee, which may be a board of the City or the Commission.
Grantee shall endeavor to resolve Subscriber complaints within thirty (30) Days.
5.11 Customer Bills. Customer bills shall be designed in such a way as to present the
information contained therein clearly and comprehensibly to Customers, and in a way that (a) is not
misleading and (b) does not omit material information. Notwithstanding anything to the contrary in
Section 5.4(d), above, Grantee may, in its sole discretion, consolidate costs on Customer bills as may
otherwise be permitted by Section 622(c) of the Cable Act (47 U.S.C. §542(c)).
5.12 Local Office and Repair Phone Line. Grantee shall maintain a conveniently located
customer service office which shall be staffed and open during Normal Business Hours. Grantee
shall also maintain a local or toll-free telephone Subscriber complaint line, available to its
Subscribers twenty-four (24) hours per Day, seven (7) Days a week. In the event Grantee elects to
close its local office, Grantee shall provide at least sixty (60) Days prior written notice to the City.
5.13 Notification of Complaint Procedure. Grantee shall have printed clearly and
prominently on each Subscriber bill and in the customer service agreement provided for in Section
5.3(e), the twenty-four (24) hour Grantee phone number for Subscriber complaints. Additionally,
Grantee shall provide information to customers concerning the procedures to follow when they are
unsatisfied with measures taken by Grantee to remedy their complaint. This information will include
the phone number of the City office or Person designated to handle complaints. Additionally,
Grantee shall state that complaints should be made to Grantee prior to contacting the City.
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5.14 Subscriber Privacy. Only for so long as and to the extent required by Minn. Stat.
§ 238.084 Subd. 1(s), no signals including signals of a Class IV Channel may be transmitted from a
Subscriber terminal for purposes of monitoring individual viewing patterns or practices without the
express written permission of the Subscriber.
5.15 Grantee Identification. Grantee shall provide all customer service technicians and all
other Grantee employees entering private property with appropriate picture identification so that
Grantee employees may be easily identified by the property owners and Subscribers.
SECTION 6
PUBLIC ACCESS PROVISIONS
6.1 Intentionally omitted
6.2 Public, Educational and Government Access Facilities. City or its designee is hereby
designated to operate, administer, promote, and manage the PEG programming (hereinafter “PEG
Access”) to the Cable System established pursuant to this Section 6. Grantee shall have no
responsibility whatsoever for PEG Access except as expressly stated in this Section 6 and Exhibit B.
6.3 Grantee Support for PEG Usage. In accordance with the provisions of the Cable
Act and Minnesota Statutes Section 238.084, Grantee shall provide and make available for PEG
Access usage within the Service Area the following:
(a) Provision and use of the funds and Channels designated in Exhibit B of this
Franchise for local educational and governmental programming and access use in
accordance with the requirements of Exhibit B.
(b) Maintenance of the PEG Access Facilities and Channels, and support of
educational and governmental programming to the extent specified in Exhibit B and
D. Exhibit D shall be prepared annually and submitted to Grantee within ninety (90)
Days after the end of each calendar year.
(c) PEG Access Facilities shall be operated by the City and PEG Channels shall
be programmed by the City or its lawful designee.
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SECTION 7.
OPERATION AND ADMINISTRATION PROVISIONS
7.1 Franchise Fee.
(a) The City agrees to impose identical Franchise Fee obligations (including but
not limited to the Franchise Fee percentage and the Gross Revenue definition on which the
Franchise Fee is paid) on all Additional Providers of Service in the City. To the extent City
fails to do so, Grantee shall have the right to pursue Franchise modification pursuant to
Section 2.3 herein. If City and Grantee fail to agree on modifications pursuant to the
process established in Section 2.3(c), Grantee shall have the right to eliminate or reduce any
Franchise Fee obligations to an amount equivalent to that imposed on a competing provider
to make Grantee’s Franchise Fee financial obligations equivalent to that imposed on an
Additional Provider.
(b) During the term of the Franchise, Grantee shall pay quarterly to the City a
Franchise Fee of five percent (5%) of Gross Revenues.
(c) Each Franchise Fee payment shall be paid quarterly not later than forty-five
(45) Days following the end of a given quarter and shall be accompanied by a Franchise Fee
Payment Worksheet substantially in the form attached hereto as Exhibit C. Any Franchise
Fees owing pursuant to this Franchise which remain unpaid more than forty-five (45) Days
after the dates specified herein shall be past due and subject to interest at an annual rate of
the prime interest rate during the period of underpayment plus 1%.
(d) Except as otherwise provided by law, no acceptance of any payment by the
City shall be construed as a release or as an accord and satisfaction of any claim the City may
have for further or additional sums payable as a Franchise Fee under this Franchise or for
the performance of any other obligation of the Grantee.
(e) No more than once every three (3) years and upon thirty (30) Days prior
written notice, City shall have the right to conduct an independent review/audit of Grantee’s
records solely for the purpose of assessing Grantee’s compliance with the Franchise Fee
obligation herein. In the event the audit reveals an underpayment of five (5%) or more of
the Franchise Fee amounts due during the period audited, the Grantee shall reimburse the
City’s audit fees and expenses in full.
7.2 Reports.
(a) Grantee shall provide City with an annual statement, within ninety (90) Days
of the close of each calendar year end, reflecting the total amounts of Gross Revenues and
all payments, and computations of the Franchise Fee for the previous calendar year.
(b) Upon request, Grantee shall provide City with a summary of service calls,
identifying the number, general nature and disposition of such calls shall be submitted to
the City within thirty (30) Days following its request in a form reasonably acceptable to the
City.
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(c) All reports and records required under this Franchise shall be furnished at
the sole expense of Grantee, except as otherwise provided in this Franchise.
7.3 Records Required and City’s Right to Inspect.
(a) Grantee shall at all times maintain a full and complete set of plans, records
and “as-built” drawings and/or maps showing the location of the Cable System installed or
in use in the City, exclusive of Subscriber service Drops and equipment provided in
Subscribers’ homes.
(b) Subject to the privacy provisions of the Cable Act and confidentiality
designation of certain records under the Minnesota Data Practices Act, Min. Stat. Ch. 13 or
other applicable law, throughout the term of this Franchise, the Grantee agrees that the City,
upon reasonable prior written notice of thirty (30) Days to the Grantee, and no more than
once per calendar year, may review such of the Grantee’s books and records regarding the
operation of the Cable System and the provision of Cable Service in the Franchise Area
which are reasonably necessary to monitor and enforce Grantee’s compliance with the
provisions of this Franchise (“Records”). Such notice shall specifically reference the
section(s) of the Franchise that are under review so that the Grantee may organize the
necessary Records for easy access by the City. Grantee shall make available for review such
Records as soon as possible and in no event more than thirty (30) Days unless Grantee
explains that it is not feasible to meet this timeline and provides a written explanation for the
delay and an estimated reasonable date for when such information will be provided. All
such Records pertaining to financial matters that may be the subject of an inspection by the
City shall be retained by the Grantee for a period of six (6) years, pursuant to Minnesota
Statutes Section 541.05. The Grantee shall not deny the City access to Records on the basis
that they are under the control of any parent corporation, affiliated entity or a third party.
Grantee shall provide all Records requested by the City or City’s agent in the following
manner: 1) at a conference room in City Hall; or 2) at Grantee’s office located in or near the
City; or 3) via mail or electronic communication acceptable to the City and Grantee. All
Records shall be subject to the provisions of this Franchise and applicable law regarding
confidentiality.
7.4 Confidential Information.
(a) Subject to applicable law, Grantee may choose to provide any confidential
Records that it is obligated to make available to the City pursuant to this Franchise, by
allowing the City, or its designated representative(s), to view the Records at a mutually
agreeable location and without City obtaining its own copies of such Records. Grantee may
also choose to provide any confidential or proprietary Records pursuant to a mutually
acceptable non-disclosure agreement with a City designated agent. The intent of the parties
is to work cooperatively to ensure that Records reasonably necessary for City’s monitoring
and enforcement of Franchise obligations are available to City while protecting Grantee’s
confidential information all in accordance with applicable law. To the extent that Grantee
does provide Records directly to the City, City agrees not to disclose Records except as
required by applicable law. Grantee shall be responsible for clearly and conspicuously
identifying the Records as confidential or proprietary. Grantee acknowledges that the
Minnesota Data Practices Act, Minn. Stat. Chapter 13 (“MDPA”) places limitations on the
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ability of the City to refuse public disclosure of certain information unless such information
meets the statutory requirements set forth in the MDPA.
(b) If the City believes it must release any such confidential or proprietary
Records in the course of enforcing this Franchise, or for any other reason including
compliance with the MDPA, it shall advise Grantee in advance so that Grantee may take
appropriate steps to protect its interests. The City agrees that, to the extent permitted by the
MDPA and applicable law, it shall deny access to any of Grantee’s Records marked
confidential, as set forth above, to any Person and that it shall furnish only that portion of
the Grantee’s Records required under the MDPA and applicable law.
SECTION 8
GENERAL FINANCIAL AND INSURANCE PROVISIONS
8.1 Letter of Credit.
(a) At the time of acceptance of this franchise, Grantee shall deliver to the City an
irrevocable and unconditional letter of credit in the amount of Ten Thousand Dollars
($10,000.00).
(b) In addition to recovery of any monies owed by Grantee to City or damages
to City as a result of any acts or omissions by Grantee pursuant to the Franchise, City in
compliance with this section may charge to and collect from the letter of credit the
following liquidated damages:
1. For failure to provide data, documents, reports or information required herein,
the penalty shall be Fifty Dollars ($50.00) per Day for each Day, or part thereof,
such failure occurs or continues.
2. For failure to comply with construction, operation, customer service, or
maintenance standards, the penalty shall be One Hundred Dollars ($100.00) per
Day for each Day, or part thereof, such failure occurs or continues.
3. For failure to meet the PEG access requirements set forth in Section 6 of
this Franchise, the penalty shall be One Hundred Dollars ($100.00) per Day for
each Day, or part thereof, such failure occurs or continues.
4. For failure to comply with any of the provisions of this Franchise, the
penalty shall be Fifty Dollars ($50.00) per Day for each Day, or part thereof,
such violation continues.
Each violation of any provision of this Franchise shall be considered a separate violation for
which a separate penalty can be imposed.
8.2 Procedure for Franchise Enforcement. 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
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so as to afford Grantee an opportunity to remedy the violation. Grantee shall have thirty (30) Days
subsequent to receipt of the notice in which to correct the violation. Grantee may, within thirty (30)
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 shall specify with particularity the matters disputed by
Grantee and shall stay the running of the above-described time and the accrual of penalties.
(a) City shall hear Grantee’s dispute at a mutually agreed upon time. Grantee
shall have the right to speak and introduce evidence. 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.
(b) If after hearing the dispute, the claim is upheld by the City, then Grantee
shall have thirty (30) Days within which to remedy the violation before the City may seek to
draw on the letter of credit.
(c) Grantee may appeal any adverse decision by the City which shall stay the
City’s right to draw on the letter of credit until such time as the action has been finally
adjudicated by a court of competent jurisdiction.
8.3 Time for Correction of Violation. 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 as to require more than thirty (30) Days within which to perform
provided Grantee commences corrective action within fifteen (15) Days and thereafter uses
reasonable diligence, as determined by the City, to correct the violation.
8.4 Letter of Credit Cap. If City draws upon the letter of credit or any subsequent letter
of credit delivered pursuant hereto, in whole or in part, Grantee shall replace or replenish to its full
amount up the maximum provided by this Section 8.4 the same within ten (10) Days and shall
deliver to City a like replacement letter of credit or certification of replenishment for the full amount
stated in Section 8.1(a) as a substitution of the previous letter of credit. This shall be a continuing
obligation for any draws upon the letter of credit up to an aggregate total of Twenty-Five Thousand
and No/100 Dollars ($25,000.00) over the Franchise term.
8.5 Liability Insurance.
(a) Grantee shall with its acceptance of this Franchise, and at its sole expense,
take out and maintain during the term of this Franchise commercial general liability
insurance with a company licensed to do business in the State of Minnesota that shall protect
the Grantee, the City and their officials, officers, directors, employees and agents from
claims which may arise from operations under this Franchise, whether such operations be by
the Grantee, its officials, officers, directors, employees and agents or any subcontractors of
Grantee. This liability insurance shall include, but shall not be limited to, protection against
claims arising from bodily and personal injury and damage to property, resulting from
Grantee’s vehicles, products and operations. The amount of insurance for single limit
coverage applying to bodily and personal injury and property damage shall not be less than
Three Million Dollars ($3,000,000.00) which may be satisfied by an umbrella liability policy.
The following shall be included in the liability policy:
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1. The policy shall provide coverage on an “occurrence” basis.
2. The policy shall cover personal injury as well as bodily injury.
3. The policy shall cover blanket contractual liability subject to the
standard universal exclusions of contractual liability included in the carrier’s standard
endorsement as to bodily injuries, personal injuries and property damage.
4. Property damage liability shall be afforded.
5. The City shall be named as an additional insured on the policy.
6. An endorsement shall be provided which states that the coverage is
primary insurance and that no other insurance maintained by the City will be called
upon to contribute to a loss under this coverage.
7. Standard form of cross-liability shall be afforded.
(b) Cancellation notice will be provided for any reason other than non-payment
of premium and material alteration and requires the City provide Grantee a valid contact
name and e-mail address (with any changes to the contact name or e-mail address being the
responsibility of the City)
(c) Grantee shall submit to City documentation of the required insurance,
including a certificate of insurance evidencing these requirements.
8.6 Indemnification.
(a) Grantee shall indemnify, defend and hold City, its officers, boards, commissions,
agents and employees (collectively the “Indemnified Parties”) harmless from and against any
and all lawsuits, claims, causes of action, actions, liabilities, demands, damages, judgments,
settlements, disability, losses, expenses (including attorney’s fees and disbursements of
counsel) and costs of any nature that any of the Indemnified Parties may at any time suffer,
sustain or incur arising out of, based upon or in any way connected with the grant of this
Franchise, the operation of Grantee’s System, the breach by Grantee of its obligations under
this Franchise and/or the activities of Grantee, its subcontractor, employees and agents
hereunder. Grantee shall be solely responsible for and shall indemnify, defend and hold the
Indemnified Parties harmless from and against any and all matters relative to payment of
Grantee’s employees, including compliance with Social Security and withholdings.
(b) The indemnification obligations of Grantee set forth in this Franchise are not limited
in any way by the amount or type of damages or compensation payable by or for Grantee
under Workers’ Compensation, disability or other employee benefit acts, acceptance of
insurance certificates required under this Franchise, or the terms, applicability or limitations
of any insurance held by Grantee.
(c) City does not, and shall not, waive any rights against Grantee which it may have by
reason of the indemnification provided for in this Franchise, because of the acceptance by
20
City, or the deposit with City by Grantee, of any of the insurance policies described in this
Franchise.
(d) The indemnification of City by Grantee provided for in this Franchise shall apply to
all damages and claims for damages of any kind suffered by reason of any of the Grantee’s
operations referred to in this Franchise, regardless of whether or not such insurance policies
shall have been determined to be applicable to any such damages or claims for damages.
(e) Grantee shall not be required to indemnify City for negligence or misconduct on the
part of City or its officials, boards, commissions, agents, or employees. City shall hold
Grantee harmless, subject to the limitations in Minnesota Statutes Chapter 466, for any
damage resulting from the negligence or misconduct of the City or its officials, boards,
commissions, agents, or employees in utilizing any PEG Channels, equipment, or facilities
and for any such negligence or misconduct by City in connection with work performed by
City and permitted by this Franchise, on or adjacent to the Cable System.
8.7 Process. In order for City to assert its rights to be indemnified, defended, and held
harmless, City must, with respect to each claim:
i. Promptly notify Grantee within ten (10) business Days in writing of
any claim or legal proceeding which gives rise to such right;
ii. Afford Grantee the opportunity to participate in and fully control any
compromise, settlement or other resolution or disposition of any claim or
proceeding; and
iii. Fully cooperate with 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
subparagraph (ii) above.
8.8 Grantee’s Insurance. Grantee shall not commence any Cable System reconstruction
work or permit any subcontractor to commence work until all insurance required under this
Franchise has been obtained. Said insurance shall be maintained in full force and effect until the
expiration of this Franchise.
8.9 Workers’ Compensation Insurance. Grantee shall obtain and maintain Workers’
Compensation Insurance for all of Grantee’s employees, and in case any work is sublet, Grantee
shall require any subcontractor similarly to provide Workers’ Compensation Insurance for all of
their employees, all in compliance with State laws. Grantee shall provide the City with a certificate
of insurance indicating Workers’ Compensation coverage upon its acceptance of this Franchise.
SECTION 9
SALE, ABANDONMENT, TRANSFER AND REVOCATION
9.1 Abandonment of Service. Grantee may not abandon the System or any portion
thereof without having first given three (3) months written notice to City. Grantee may not
abandon the System or any portion thereof without compensating City for damages resulting from
the abandonment.
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9.2 Removal After Termination or Forfeiture.
(a) In the event of termination or forfeiture of the Franchise, City shall have the
right to require Grantee to remove all or any portion of the System from all Rights-of-Way
and public property within City associated solely with the provision of Cable Service;
provided, however, that if Grantee is providing services other than Cable Services or
pursuant to Minnesota Statutes, Section 237.01 et seq., City shall not require the removal of
the System. Nothing in this section shall be deemed either to grant or to preclude the
provision of services other than Cable Services.
(b) If Grantee has failed to commence removal of System, or such part thereof
as was designated by City, within one hundred twenty (120) Days after written notice of
City’s demand for removal is given, or if Grantee has failed to complete such removal
within twelve (12) months after written notice of City’s demand for removal is given, City
shall have the right to declare all right, title, and interest to the System to be in City 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 pursuant to the provisions of 47 U.S.C. § 547
(1989).
9.3 Sale or Transfer of Franchise.
(a) No sale, transfer, or assignment of this Franchise, or “fundamental corporate
change”, as defined in Minnesota Statutes, Section 238.083, in Grantee, shall take place
until a written request is filed with City for its approval, provided, however, that said
approval shall not be required where Grantee grants a security interest in its Franchise and
assets to secure an indebtedness.
(b) City shall have thirty (30) Days from the time of the request to reply in
writing and indicate its determination that a public hearing is necessary due to potential
adverse effect on Grantee’s Subscribers resulting from the sale or transfer. Such
determination shall be expressed in writing.
(c) If a public hearing is deemed necessary pursuant to subparagraph (b) above,
such hearing shall be commenced within thirty (30) Days of such determination and
notice of any such hearing shall be given in accordance with local law or fourteen (14)
Days prior to the hearing by publishing notice thereof once in a newspaper of general
circulation in City. The notice shall contain the date, time and place of the hearing and
shall briefly state the substance of the action to be considered by City.
(d) Thereafter, City shall approve or deny in writing the sale or transfer request.
City shall set forth in writing its reason(s) for denying approval. City shall not
unreasonably withhold its approval.
(e) The parties to the sale or transfer of the Franchise only, without the inclusion
of the System in which substantial construction has commenced, shall establish that the
sale or transfer of only the Franchise will be in the public interest.
22
(f) Any sale or transfer of stock in Grantee so as to create a new controlling
interest in the System shall be subject to the requirements of this Section 9.3. The term
“controlling interest” as used herein is not limited to majority stock ownership, but
includes actual working control in whatever manner exercised.
(g) In no event shall a transfer or assignment of ownership or control be
approved without the transferee becoming a signatory to this Franchise and assuming all
rights and obligations there under, and assuming all other rights and obligations of the
transferor to the City.
(h) In the event of any proposed sale or assignment pursuant to subparagraph (a)
of this section City shall have the right of first refusal of any bona fide offer to purchase
the System. Bona fide offer, as used in this section, means an offer received by the
Grantee which it intends to accept subject to City’s rights under this section. This written
offer must be conveyed to City along with the Grantee’s written acceptance of the offer
contingent upon the rights of City provided for in this section. City shall be deemed to
have waived its rights under this section in the following circumstances:
1. If it does not indicate to Grantee in writing, within sixty (60) Days of
notice of a proposed sale or assignment, its intention to exercise its right of purchase;
or
2. It approves the assignment or sale of the Franchise as provided
within this section.
9.4 Reservation of Rights. City and Grantee reserve all rights that they may possess
under applicable laws unless expressly waived herein.
SECTION 10
MISCELLANEOUS PROVISIONS
10.1 Franchise Renewal. Any renewal of this Franchise shall be in accordance with
applicable laws. The term of any renewed Franchise shall be limited to a period not to exceed
fifteen (15) years.
10.2 Work of Contractors and Subcontractors. All provisions of this Franchise shall
apply to any subcontractor or others performing any work or services on Grantee’s behalf pursuant
to the provisions of this Franchise. Grantee shall be responsible for ensuring that the work of
contractors and subcontractors is performed consistent with the Franchise and applicable laws and
shall indemnify the City pursuant to Section 8.5
10.3 Governing Law. This Franchise shall be deemed to be executed in the State of
Minnesota, and shall be governed in all respects, including validity, interpretation and effect, and
construed in accordance with, the Cable Act and the laws of the State of Minnesota, as applicable to
contracts entered into and performed entirely within the State.
23
10.4 Non-Enforcement by City. Grantee shall not be relieved of its obligation to comply
with any of the provisions of this Franchise by reason of any failure of the City to enforce prompt
compliance.
10.5 Captions. The paragraph captions and headings in this Franchise are for
convenience and reference purposes only and shall not affect in any way the meaning of
interpretation of this Franchise.
10.6 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 performance is
prescribed and fixed herein, the time shall be computed so as to exclude the first and include the last
Day of the prescribed or fixed period or duration of time. When the last Day of the period falls on
Saturday, Sunday or a legal holiday, that Day shall be omitted from the computation and the next
business Day shall be the last Day of the period.
10.7 Survival of Terms. Upon the termination or forfeiture of the Franchise, Grantee
shall no longer have the right to occupy the Rights-of-Way for the purpose of providing Cable
Service. However, Grantee’s obligations to the City shall survive according to their terms.
10.8 Severability. If any provision of this Franchise is held by any Governmental
Authority of competent jurisdiction, to be invalid as conflicting with any applicable laws now or
hereafter in effect, or is held by such Governmental Authority to be modified in any way in order to
conform to the requirements of any such applicable laws, such provision shall be considered a
separate, distinct, and independent part of this Franchise, and such holding shall not affect the
validity and enforceability of all other provisions hereof. In the event that such applicable laws are
subsequently repealed, rescinded, amended or otherwise changed, so that the provision hereof which
had been held invalid or modified is no longer in conflict with such laws, said provision shall
thereupon return to full force and effect and shall thereafter be binding on City and Grantee,
provided that City shall give Grantee thirty (30) Days written notice of such change before requiring
compliance with said provision or such longer period of time as may be reasonably required for
Grantee to comply with such provision.
10.9 Force Majeure. In the event Grantee’s performance of any of the terms, conditions,
obligations or requirements of this Franchise is prevented or impaired due to any cause beyond its
reasonable control, such inability to perform shall be deemed to be excused for the period of such
inability and no penalties or sanctions shall be imposed as a result thereof. Such causes beyond
Grantee’s reasonable control shall include, but shall not be limited to, acts of God, civil emergencies
and labor unrest or strikes, untimely delivery of equipment, inability of Grantee to obtain access to
an individual’s property and inability of Grantee to secure all necessary permits to utilize utility poles
and conduit so long as Grantee utilizes due diligence to timely obtain said permits.
24
SECTION 11
PUBLICATION EFFECTIVE DATE; ACCEPTANCE AND EXHIBITS
11.1 Publication; Effective Date. This Franchise shall be published in accordance with
applicable law. The Effective Date of this Franchise shall be the date specified in Section 1.2 -
Definitions.
11.2 Acceptance. Grantee shall accept this Franchise within thirty (30) of its enactment
by the City Council, unless the time for acceptance is extended by City. Such acceptance by the
Grantee shall be deemed the grant of this Franchise for all purposes. In the event acceptance does
not take place, this Franchise and any and all rights previously granted to Grantee shall be null and
void.
(a) Upon acceptance of this Franchise, Grantee shall be bound by all the terms
and conditions contained herein.
(b) Grantee shall accept this Franchise in the following manner:
1. This Franchise will be properly executed and acknowledged by
Grantee and delivered to City.
2. With its acceptance, Grantee shall also deliver any performance bond
and insurance certificates required herein that have not previously been
delivered.
(c) Summary approved. The City Council hereby determines that the text of the
summary marked "Official Summary of Ordinance No. ____", a copy of which is attached hereto
clearly informs the public of the intent and effect of the ordinance. The City Council further
determines that publication of the title and such summary will clearly inform the public of the intent
and effect of the ordinance.
(d) Filing. The City Clerk shall file a copy of this ordinance in her office, which copy
shall be available for inspection by any persons during regular office hours.
(e) Publication. The City Clerk shall publish the title of this ordinance and the
official summary in the official newspaper of the City with notice that a printed copy of the
ordinance is available for inspection by any person during regular office hours at the Office of the
City Clerk.
Passed and adopted this Day of June, 2018.
CITY OF ROSEMOUNT
_______________________________
William H. Droste, Mayor
25
ATTEST:
Jeff May, Deputy City Clerk
26
ACCEPTED: This Franchise is accepted, and we agree to be bound by its terms and conditions.
Dated: , 2018. CHARTER CABLE PARTNERS, LLC
l/k/a CHARTER COMMUNICATIONS
By:
Its:
SWORN TO BEFORE ME this
Day of , 2018
Notary Public
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524055v1 RJV AP155-1
EXHIBIT A-1 – Charter List
Service to Public Buildings:
Rosemount Fire Department 14700 Shannon Parkway
Rosemount City Hall 2875 145th St W.
Rosemount Ice Arena 13885 S. Robert Trail
Rosemount Public Works 14425 Brazil Ave
Rosemount High School 3335 142nd Street
Rosemount Middle School 3135 143rd Street W
ISD 196 District Office 3455 153rd Street
A-2-1
524055v1 RJV AP155-1
EXHIBIT A-2 – Commission Universal List
NAME ADDRESS CITY
APPLE VALLEY
CITY HALL (ALL
GOV'T HEAD
END)
7100 147TH ST W APPLE VALLEY
APPLE VALLEY
HIGH SCHOOL
(ISD 196 HEAD
END)
14450 HAYES RD APPLE VALLEY
FARMINGTON
CITY HALL
430 Third Street FARMINGTON
BOECKMAN
MIDDLE SCHOOL
(ISD 192 HEAD
END)
800 DENMARK AVE FARMINGTON
ROSEMOUNT
CITY HALL
2875 145TH ST W ROSEMOUNT
APPLE VALLEY
AQUATIC
CENTER
14421 JOHNNY CAKE RIDGE
ROAD
APPLE VALLEY
APPLE VALLEY
CITY HALL
7100 147TH ST W APPLE VALLEY
APPLE VALLEY
COMMUNITY
CENTER
14603 HAYES RD APPLE VALLEY
APPLE VALLEY
FIRE STATION 1
15000 HAYES RD APPLE VALLEY
APPLE VALLEY
FIRE STATION 2
13995 GALAXIE AVE APPLE VALLEY
APPLE VALLEY
FIRE STATION 3
14195 ESSEX LN APPLE VALLEY
APPLE VALLEY
ICE ARENA
14595 HAYES ROAD APPLE VALLEY
APPLE VALLEY
LIQUOR 1*
7525 148TH ST W APPLE VALLEY
APPLE VALLEY
LIQUOR 2*
14261 ESSEX AVE APPLE VALLEY
APPLE VALLEY
LIQUOR 3
5470 157TH ST W APPLE VALLEY
APPLE VALLEY
MAINTENANCE
6442 140TH ST W APPLE VALLEY
APPLE VALLEY
POLICE
DEPARTMENT
7100 147TH ST W APPLE VALLEY
APPLE VALLEY
REDWOOD
COMMUNITY
CENTER
311 COUNTY RD 42 APPLE VALLEY
APPLE VALLEY
SENIOR CENTER
14601 HAYES RD APPLE VALLEY
A-2-2
524055v1 RJV AP155-1
APPLE VALLEY
TEEN CENTER
14255 JOHNNY CAKE RIDGE
RD
APPLE VALLEY
APPLE VALLEY
VALLEYWOOD
GOLF COURSE
4851 MCANDREWS RD APPLE VALLEY
APPLE VALLEY
HIGH SCHOOL
SPORTS ICE
ARENA
14452 HAYES RD APPLE VALLEY
CEDAR PARK
ELEMENTARY
SCHOOL
7500 WHITNEY DR APPLE VALLEY
CEDAR VALLEY
LEARNING
CENTER
14420 GLENDA DRIVE APPLE VALLEY
DAKOTA RIDGE 4629 144TH ST W APPLE VALLEY
DIAMOND PATH
ELEMENTARY
SCHOOL
14455 DIAMOND PATH APPLE VALLEY
EASTVIEW HIGH
SCHOOL
6200 140TH ST APPLE VALLEY
FALCON RIDGE
MIDDLE SCHOOL
12900 JOHNNY CAKE RIDGE
RD
APPLE VALLEY
GREENLEAF
ELEMENTARY
13333 GALAXIE AVE APPLE VALLEY
HIGHLAND
ELEMENTARY
SCHOOL
14001 PILOT KNOB RD APPLE VALLEY
ISD 196 DISTRICT
SERVICE
CENTER
14445 DIAMOND PATH W APPLE VALLEY
SCHOOL OF
ENVIRONMENTA
L STUDIES
12155 JOHNNY CAKE RIDGE
RD
APPLE VALLEY
SCOTT
HIGHLAND
MIDDLE SCHOOL
14011 PILOT KNOB RD APPLE VALLEY
SOUTHVIEW
ELEMENTARY
1025 WHITNEY DRIVE APPLE VALLEY
TRANSITION
PLUS/PATHWAY/
ALC
5840 149TH ST W APPLE VALLEY
VALLEY MIDDLE
SCHOOL
900 GARDENVIEW DR APPLE VALLEY
WESTVIEW
ELEMENTARY
SCHOOL
225 GARDENVIEW DR APPLE VALLEY
FAA CENTER 512 DIVISION ST FARMINGTON
FARMINGTON
CENTRAL
MAINTENANCE
FACILITY
19650 MUNICIPAL DRIVE FARMINGTON
FARMINGTON
CITY HALL
430 THIRD STREET FARMINGTON
FARMINGTON
FIRE STATION 1
21625 DENMARK AVE FARMINGTON
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524055v1 RJV AP155-1
FARMINGTON
FIRE STATION 2
19695 MUNICIPAL DR FARMINGTON
FARMINGTON
LIBRARY
508 THIRD ST FARMINGTON
FARMINGTON
LIQUORS 1
21625 DENMARK AVE FARMINGTON
FARMINGTON
LIQUORS 2*
18350 PILOT KNOB ROAD FARMINGTON
FARMINGTON
POLICE DEPT
19500 MUNICIPAL DR FARMINGTON
FARMINGTON
POOL
626 HERITAGE WAY FARMINGTON
FARMINGTON
RAMBLING
RIVER CENTER
325 OAK ST FARMINGTON
FARMINGTON
SCHMITZ-MAKI
ICE ARENA
114 SPRUCE ST FARMINGTON
AKIN ROAD
ELEMENTARY
SCHOOL
5231 195TH ST W FARMINGTON
DODGE MIDDLE
SCHOOL
4200 208TH ST W FARMINGTON
EXTENDED
CAMPUS
211 3RD ST FARMINGTON
FARMINGTON
ELEMENTARY
SCHOOL
500 MAPLE ST FARMINGTON
FARMINGTON
HIGH SCHOOL *
20655 FLAGSTAFF AVE FARMINGTON
GATEWAY
ACADEMY
510 WALNUT ST FARMINGTON
IDEA PROGRAM 304 SPRUCE ST FARMINGTON
MEADOW VIEW
ELEMENTARY
SCHOOL
6100 195TH ST W FARMINGTON
RIVER VIEW
ELEMENTARY
SCHOOL
4100 208TH ST W FARMINGTON
ROSEMOUNT
COMMUNITY
CENTER/ICE
ARENA
13885 SOUTH ROBERT TRL ROSEMOUNT
ROSEMOUNT
CITY HALL
2875 145TH ST W ROSEMOUNT
ROSEMOUNT
FAMILY
RESOURCE
CENTER
14521 CIMARRON AVE ROSEMOUNT
ROSEMOUNT
FIRE STATION 1
14700 SHANNON PARKWAY ROSEMOUNT
ROSEMOUNT
FIRE STATION 2
2047 CONNEMARA TRAIL ROSEMOUNT
ROSEMOUNT
PUBLIC WORKS
GARAGE
14455 BRAZIL AVE ROSEMOUNT
A-2-4
524055v1 RJV AP155-1
ROSEMOUNT
PUBLIC WORKS
OFFICE
14425 BRAZIL AVE ROSEMOUNT
ROSEMOUNT
STEEPLE
CENTER
14375 SOUTH ROBERT TRAIL ROSEMOUNT
ALLIANCE
EDUCATION
CENTER*
14300 BISCAYNE AVE ROSEMOUNT
DAKOTA
COUNTY
TECHNICAL
COLLEGE*
1300 145TH ST ROSEMOUNT
FIRST BAPTIST
SCHOOL*
14400 DIAMOND PATH ROSEMOUNT
ISD 196 DISTRICT
OFFICE (DO)
3455 153RD ST ROSEMOUNT
ROSEMOUNT
ELEMENTARY
SCHOOL
3155 143RD ST ROSEMOUNT
ROSEMOUNT
HIGH SCHOOL
3335 142ND ST ROSEMOUNT
ROSEMOUNT
MIDDLE SCHOOL
3135 143RD ST W ROSEMOUNT
SHANNON PARK
ELEMENTARY
SCHOOL
13501 SHANNON PARKWAY ROSEMOUNT
ST. JOSEPH’S
SCHOOL
* If landlord permits
&/or if
economically
feasible to serve
13900 BISCAYNE AVE ROSEMOUNT
B-1
524055v1 RJV AP155-1
EXHIBIT B
PEG ACCESS PROVISIONS
1. PEG Channels and Regional Channel.
(a) City or its designee is hereby designated to operate, administer, promote, and
manage PEG access provided over the Cable System. All Subscribers who receive all or
any part of the total services offered on the System shall receive such Channels at no additional
service charge.
(b) Except as provided in Section 1(c), Grantee shall make available Channels for
PEG access use (government, educational and public) as indicated in Section 2, below.
City’s use of the PEG Channels shall be for non-commercial PEG purposes only and
shall be programmed in City’s sole discretion. Grantee shall have no responsibility for the
content, operations or use of the PEG Channels other than as specified herein. From and
after the Effective Date, and except as this Franchise expressly provides otherwise, the City
shall be responsible for all production and distribution costs associated with the provision
of any PEG Channel, regardless of format, including but not limited to the cost of any
equipment or facilities necessary to produce, transport, or transmit the PEG Channels
from their signal origination point(s) to the designated location(s) indicated in Section
3(c) below for insertion on Grantee’s System. The City may rename, reprogram, or
otherwise change the use of these PEG Channels in its sole discretion, provided they remain
solely for non-commercial PEG purposes and are operated in accordance with law.
(c) City may request additional Channel(s) beyond the provisions of Section 1(b) in
accordance with applicable law, including Minn. Stat. §238.084 which is expressly
incorporated herein by reference.
(d) The following governs the Grantee’s use of the PEG Channels for other services
if a Channel is not being fully utilized for PEG purposes:
(i) If a PEG Channel is not “fully utilized” at any time during the term of this
Agreement in accordance with Section 1(d)(ii), the Grantee may temporarily use the PEG
Channel no less than sixty (60) days after submitting a written notice of such use to the
City.
(ii) The PEG Channel shall be considered fully utilized if programming is
delivered over it more than thirty-six (36) hours per week on average over a six (6) month
period, excluding character generated, programming, static bulletin board type
programming, or programming repeated more than seven (7) times in a single week
(Mon-Sun).
(iii) If the PEG Channel is being used by the Grantee in accordance with
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524055v1 RJV AP155-1
subsection (d)(i) and (ii), and the City has determined in good faith that it or its
designated PEG provider has the ability to fully utilize the Channel again, then the City
shall request return of the PEG Channel by delivering written notice of same to the
Grantee, which shall include adequate assurances by City of its ability to fully utilize the
Channel. In such event, the PEG Channel shall be returned to the City for PEG
programming within ninety (90) days after receipt by the Grantee of such written notice.
(e) Grantee shall designate channel 6 for uniform regional channel usage only for so
long as required by Minn. Stat. § 238.43.
2. PEG Carriage Requirements.
(a) Nothing herein precludes the Grantee from charging for any equipment needed to
receive Basic Cable Service.
(b) The Commission shall transport government programming originating from
Rosemount and Farmington City Halls to Apple Valley City Hall. Grantee shall transport
such programming from Apple Valley City Hall to Grantee’s headend in three (3)
separate streams to allow for narrowcasting the programming to the three (3) individual
Cities on PEG Channel #180 (the “Government Channel”). Within sixty (60) days after
the Effective Date, unless delayed by events out of Grantee’s reasonable control, the
Commission shall produce and transmit the Government Channel in high definition
(“HD”) and Grantee shall transport the Government Channel from Apple Valley City
Hall to Grantee’s headend in HD and narrowcast the appropriate programming stream on
the Government Channel in HD to each City (Apple Valley, Farmington or Rosemount,
Minnesota) in full satisfaction and compliance with Resolution No. 2014-80 provided
that the signals are received by the Grantee in HD and meet Grantee’s technical
specifications for HD channels.
(c) The Grantee shall transport educational programming produced by ISD #192 and
#196 from the locations indicated in Section 3(c) herein to Grantee’s headend. Grantee
shall narrowcast ISD #192 programming to Farmington, and narrowcast ISD #196
programming to Apple Valley and Rosemount, on PEG Channel #189 (the “Educational
Channel”). On or after June 1, 2018, the Commission may request, and the Grantee shall
convert the Educational Channel to HD format provided that the signals received meet
Grantee’s technical specifications for HD channels and the Grantee’s out-of-pocket costs
to receive and distribute the educational programming on the Educational Channel in HD
(“Grantee Costs”) are reimbursed by the Commission or the school districts in an amount
which shall not exceed Seven Thousand Five Hundred Dollars ($7500.00) unless
approved by the Commission. Upon receipt of the Commission’s request to convert the
Educational Channel to HD, the Commission, the school districts, and Grantee shall
obtain and share relevant information regarding expected project costs, including work
orders, vendor quotes and bid specifications, and shall work cooperatively to attempt to
minimize the total cost. Once the estimated Grantee Costs are determined and approved
by the Commission and the school districts, the parties shall move forward with the
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524055v1 RJV AP155-1
conversion. Grantee shall submit invoices to the Commission for reimbursement which
shall be payable within sixty (60) days of receipt. Grantee shall notify the Commission if
the Grantee Costs will exceed Seven Thousand Five Hundred Dollars ($7,500.00) and
shall not incur such costs without the approval of the Commission; the parties
acknowledge that failure to timely approve necessary Grantee Costs in excess of Seven
Thousand Five Hundred Dollars ($7,500.00) may delay or halt the conversion. Nothing in
this section shall make the Grantee responsible for Grantee Costs.
(d) The Grantee shall transport other programming produced by the Commission or
public from Apple Valley City Hall to Grantee’s headend and cablecast such
programming to Apple Valley, Farmington, and Rosemount on Channel #187 (the
“Public Channel”). At such time that Grantee delivers 90% or more of its Video
Programming in HD, the City may provide a written request that the Public Channel be
converted to an HD channel. City and Grantee shall implement the HD Public Channel
on mutually acceptable terms and conditions, provided that, the Grantee shall not
unreasonably refuse such future conversion to HD.
(e) In the event the City or Commission ceases to provide PEG programming in HD
format or Grantee ceases to provide any channels in HD in the City, Grantee shall no
longer be obligated to provide any HD PEG Channels.
(f) The City acknowledges that receipt of an HD format Channel may require
Subscribers to buy or lease special equipment, or pay additional HD charges applicable to
all HD services provided by Grantee.
(g) The use of specific PEG Channel numbers in this Exhibit B shall not limit
Grantee’s rights to relocate the PEG Channels pursuant to Section 3(b) herein.
3. PEG Channel Locations and Origination Sites.
(a) Grantee shall cablecast the PEG Channels on the following Channel designations:
Channels 180, 187, and 189.
(b) Grantee shall give Subscribers at least sixty (60) Days prior written notice of any
relocation of the PEG Channels to different Channel numbers. Prior to relocation,
Grantee shall inform Subscribers of the new Channel locations through bill messages or
inserts, and shall list the new Channel locations on the on-air program guide. The parties
acknowledge that Grantee contracts with a third party or parties to provide on-screen and
on-line program listings. It shall be the responsibility of the City, or its designee, to
provide such detailed program information to the third-party entity or entities that produce
such listings for Grantee in accordance with each such entity’s normal format and
scheduling requirements and at the City’s cost.
(c) The Grantee shall provide two-way capability permitting live transmission of
PEG Channels and programming upstream to Grantee’s headend only at the following
three (3) locations:
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524055v1 RJV AP155-1
Apple Valley City Hall, 7100 147th Street W., Apple Valley, MN
ISD #192, 510 Walnut Street, Farmington, MN
ISD #196, 14450 Hayes Avenue, Apple Valley, MN
(d) The City shall have the right to extend additional two-way connections on
mutually acceptable terms and conditions from public institutional sites to permit live
transmission of PEG programming on PEG Channels to Grantee’s headend and onto the
System at the City’s expense. The City may use the proceeds of the PEG Fee to pay such
construction or PEG equipment and transmission costs.
4. PEG Technical Quality.
(a) The PEG Channels shall meet FCC technical standards including those applicable
to the carriage of PEG Channels, provided, however, that the Grantee is not responsible
for the production quality of PEG programming provided to the Demarcation Point.
(b) Upon request, throughout the term of the Franchise, Grantee shall provide
updated contact information for a local technical representative, who shall be available to
the City for consultation on technical matters as the need may arise. This technical
representative shall be accessed through a direct telephone number available to the City
(as opposed to a general public number). The Grantee shall not impose any unreasonable
fees or charges to the City for this technical consultation. If such consultation is
insufficient to diagnose the matter in question, within twenty-four (24) hours of a written
request from City to the Grantee identifying a technical problem with a PEG Channel
signal and requesting assistance, Grantee will provide, free of charge to City, diagnostic
services to determine whether or not a problem with a PEG signal is the result of matters
for which Grantee is responsible) and if so, Grantee will take prompt corrective action,
free of charge to City, subject to the limitations on Grantee’s responsibilities outlined
herein. If the problem persists and there is a reasonable dispute about the cause, then the
parties shall meet with engineering representation from Grantee and the City in order to
mutually determine the course of action to remedy the problem. Nothing herein shall be
construed to obligate Grantee to correct problems or take any other action caused by
City’s signal, City’s network or internal wiring, City’s equipment, PEG access program
content or other issues within City’s reasonable control.
(c) Grantee shall comply with applicable law regarding the carriage of PEG
Channels.
5. Channel Guide for PEG Channels. Grantee shall make its programming guide vendor
available to the Commission, at the Commission’s cost, to incorporate programming information
about the Commission’s PEG Channels in such guide.
6. PEG Financial Support.
(a) Grantee and any Additional Providers shall collectively remit a maximum of One
Million Three Hundred Thousand Dollars ($1,300,000.00) to the Commission during the
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Initial Term of the Franchise for capital support of PEG (the “PEG Payment”) pursuant to
Section 6(b) of this Exhibit B. If the aggregate amount of the PEG Fees (defined below)
remitted by Grantee and any Additional Providers to the Commission (“Aggregate PEG
Fees”) collectively reaches the maximum PEG Payment of One Million Three Hundred
Thousand Dollars ($1,300,000.00) during the Initial Term of the Franchise, Grantee shall
no longer be under any obligation to collect and remit the PEG Fees.
(b) Grantee shall collect a PEG fee of seventy-five cents ($0.75) per Subscriber per
month (the “PEG Fee”) commencing no later than sixty (60) days after the Effective
Date. Thereafter, the Grantee and the Commission shall review the PEG Fee during the
sixth year of the Initial Term and shall adjust the PEG Fee up or down based on the
number of Subscribers and the Aggregate PEG Fees collected as of June 30, 2023 with
the goal of reaching the PEG Payment amount (“Adjusted PEG Fee”); provided,
however, that Grantee and any Additional Providers shall be under no obligation to pay
more than the Adjusted PEG Fee collected through the remainder of the Initial Term.
Any increase or decrease of the PEG Fee shall be effective as of January 1, 2024 and the
same PEG Fee shall apply to Grantee and all Additional Providers. For purposes of this
PEG Fee, “Subscriber” shall not include any Person who receives Cable Service on a
complimentary basis or otherwise does not pay for the Cable Service.
(c) The City shall provide Grantee an annual report, on or before October 1 of each
year (excluding Subscriber numbers) indicating the total amount of the PEG Payment
received by City from Grantee and any Additional Providers through June 30 of that year.
(d) Grantee shall remit the amounts collected from PEG Fees quarterly to the City,
not later than forty-five (45) Days following the end of a given quarter.
(e) The Cities shall use the proceeds of the PEG Payment only for capital support for
PEG. In the event any amount of the PEG Payment is not used to support PEG capital,
that amount may be offset against the Franchise Fee in accordance with applicable law.
7. Level Terms.
If any franchise or authorization with an Additional Provider(s) requires such Provider(s)
to collect a PEG Payment or PEG Fee that is less than that required in Section 6(a) and
6(b) above, Grantee may reduce its PEG Payment or PEG Fee to an amount equivalent to
the PEG Payment or PEG Fee collected by such Additional Provider(s).
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EXHIBIT C
FRANCHISE FEE PAYMENT WORKSHEET
TRADE SECRET – CONFIDENTIAL
Month/Year Month/Year Month/Year Total
Cable Service Revenue
Installation Charge
Franchise Fee Revenue
Advertising Revenue
Home Shopping Revenue
Other Revenue
Equipment rental
REVENUE
Fee Calculated
Fee Factor: 5%
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EXHIBIT D
ANNUAL REPORT FOR PUBLIC, EDUCATION AND
GOVERNMENT (PEG) CAPITAL SUPPORT
City of Rosemount
DATE OF
REPORT
Equipment
Name/Type
Manufacturer
Name
Model Number
Purpose or
Primary Use of
Equipment
Equipment
Location (full
address, room
number)
Cost $$
In a separate document, describe the (1) Present cable-related needs of the community; (2)
Operational support City provides to operate the PEG Access Channel; (3) Current level of
programming on the PEG Access Channels, indicating how many hours of programming are:
(i) local; (ii) character generated or bulletin board-type programming; or (iii) repeated more
than seven (7) times in a single week (Mon-Sun).
1
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
RESOLUTION No. 2018-
A RESOLUTION AUTHORIZING
PUBLICATION OF A SUMMARY OF ORDINANCE NO. 2018-2
AN ORDINANCE GRANTING A FRANCHISE RENEWAL TO CHARTER CABLE
PARTNERS, LLC L/K/A CHARTER COMMUNICATIONS TO CONSTRUCT,
OPERATE, AND MAINTAIN A CABLE SYSTEM IN THE CITY OF ROSEMOUNT,
SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF THE
FRANCHISE; PROVIDING FOR REGULATION AND USE OF THE SYSTEM; AND
PRESCRIBING PENALTIES FOR THE VIOLATION OF ITS PROVISIONS
WHEREAS, the City Council of the City of Rosemount has adopted a lengthy ordinance
granting a cable franchise to Charter Cable Partners, LLC to construct, operate and maintain a cable
television system in the City; and
WHEREAS, as authorized by Minnesota Statutes, Section 412.191, subd. 4, the City Council
has determined that publication of the title and summary of the ordinance will clearly inform the public
of the intent and effect of the ordinance; and
WHEREAS, a printed copy of the ordinance and a copy of the entire text of the ordinance is
available for inspection during regular office hours at the office of the city clerk.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL that the
summary of the ordinance attached hereto is approved for summary publication.
Adopted this 5th day of June, 2018, by the Rosemount City Council.
_________________________________
William H. Droste, Mayor
Attest:
_________________________________
Jeff May, Deputy City Clerk
SUMMARY PUBLICATION
ORDINANCE NO. 2018-2
CITY OF ROSEMOUNT
DAKOTA COUNTY, MINNESOTA
AN ORDINANCE GRANTING A FRANCHISE RENEWAL TO CHARTER
CABLE PARTNERS, LLC L/K/A CHARTER COMMUNICATIONS TO
CONSTRUCT, OPERATE, AND MAINTAIN A CABLE SYSTEM IN THE CITY
OF ROSEMOUNT, SETTING FORTH CONDITIONS ACCOMPANYING THE
GRANT OF THE FRANCHISE; PROVIDING FOR REGULATION AND USE OF
THE SYSTEM; AND PRESCRIBING PENALTIES FOR THE VIOLATION OF
ITS PROVISIONS
On June 5, 2018, the City of Rosemount adopted Ordinance No. 2018-2, granting a franchise to
Charter Cable Partners, LLC, l/k/a Charter Communications to construct, operate, and maintain a
cable communications system in the City for the purpose of providing cable service; setting forth
conditions accompanying the grant of the franchise; providing for regulation and use of the system
and the public rights-of-way in conjunction with the City’s right-of-way ordinance, and prescribing
penalties for the violation of the provisions thereof. The full ordinance shall be posted at the public
library. Copies of the ordinance are also available for public inspection in the office of the City Clerk
during normal business hours or upon request by calling 651-322-2003.
Dated this 6th day of June, 2018.
/s/ Jeff May, Deputy City Clerk