(See following pages for exhibits)
EXHIBIT A
OWNERSHIP
MediaOne of St. Paul, Inc., is a wholly owned subsidiary of MediaOne Group, Inc., as follows:
EXHIBIT B
GRANTEE COMMITMENT TO PEG ACCESS
FACILITIES AND EQUIPMENT
1. PUBLIC, EDUCATIONAL AND GOVERNMENT (PEG) ACCESS CHANNELS
Grantee shall continue to make seven (7) analog video Channels available exclusively for noncommercial PEG use ("PEG Channels") as currently provided by Grantee. The PEG Channels shall be dedicated for PEG use for the term of the Franchise. City shall establish rules and procedures for such scheduling in accordance with Section 611 of the Cable Act (47 U.S.C. § 531).
Grantee shall configure the Cable System to allow PEG programming to be discretely distributed (Narrowcast) to individual Member Municipalities via designated node sites. City and Grantee acknowledged that programming cannot be discretely distributed to one hundred percent (100%) of the City due to the location of particular node sites.
City may not request additional channel capacity beyond the seven (7) Channels for PEG use except in accordance with applicable State laws. City shall be responsible for all programming requirements, including but not limited to scheduling, playback, training, staffing, copyright clearances, and equipment, maintenance and repair, on the PEG channels.
Grantee shall also designate the standard VHF channel 6 for uniform regional channel usage currently provided by "Metro Channel 6" to the extent and under the terms required by Minn. Stat. § 238.43.
2. PEG OPERATIONS
City may, in its sole discretion, negotiate agreements with neighboring jurisdictions served by the same Cable System, educational institutions or others to share the expenses of supporting the PEG Channels.
3. TITLE TO PEG EQUIPMENT
City shall retain title to all PEG equipment and facilities purchased or otherwise acquired by City.
4. RELOCATION OF PEG CHANNELS
City and Grantee agree to relocate the channel position of the PEG access channels at the time that the System is cut over to Grantee's master headend in Roseville. Thereafter, Grantee shall not relocate any PEG access Channel to a different Channel number unless specifically required by Applicable Laws or unless otherwise agreed to in writing by City. Grantee shall provide at least sixty (60) days prior written notice of such relocation to Subscribers and the Commission, and Grantee shall reimburse the Commission for reasonable costs caused by such relocation, including (1) logo, business card or signage changes, (2) equipment modifications necessary to effect the change at the programmer's production or receiving facility, or (3) reasonable constituency notification costs.
5. PROMOTION OF PEG ACCESS
To the extent permitted by Grantee's billing process, Grantee shall allow Commission to place bill stuffers in Grantee's Subscriber statements at a cost to Commission not to exceed Grantee's cost, no less frequently than twice per year upon the written request of Commission and at such times that the placement of such materials would not materially and adversely effect Grantee's cost for the production and mailing of such statements. Commission agrees to pay Grantee in advance for the actual cost of such bill stuffers. Grantee shall also make available PEG access information provided by Commission in Subscriber packets at the time of Installation and at the counter in the System's business office serving the Service Area. Grantee shall also distribute, at no charge to Commission, through advertising insertion equipment, thirty (30) second promotional and awareness commercial spots, on a "run of schedule" basis in unsold time slots, produced at Commission's cost and submitted by Commission once each month in a format compatible with such advertising insertion equipment. Grantee shall also include a listing of the known programming to be cablecast on PEG access Channels in or on any electronic program guide of services for the Cable System, if technically and economically reasonable.
6. PEG SUPPORT.
In addition to satisfying the other requirements of this Franchise, Grantee is required to provide the following additional PEG use funding to the Commission:
Grantee will provide the following periodic capital grants for PEG access, in 1999 dollars.
a. Thirty (30) days after the effective date of the Franchise: $250,000.
b. On each of the first, second and third anniversaries of the effective date of the Franchise: $250,000.
c. On the second anniversary of the effective date of the Franchise: an additional $100,000.
d. On the seventh anniversary of the effective date of the Franchise: $200,000.
e. On the tenth anniversary of the effective date of the Franchise: $200,000.
In addition to the PEG fee associated with the recovery of the capital grants provided above, which may be recovered by Grantee over the term of the Franchise and may include any applicable FCC return on investment, Grantee shall collect payment of an eighty-three cent ($.83) per month per subscriber local programming support fee ("PEG fee") starting on April 1, 2000 and continuing throughout the term of the Franchise to be used by the Commission in support of PEG access. Payments pursuant to this subsection shall be payable quarterly on the same schedule as Franchise fee payments. The $.83 PEG fee may be unilaterally increased no more than once each calendar year in the Commission's sole discretion, upon sixty (60) days advance written notice to Grantee, annually compounded from the effective date of this Franchise, based on the increase from the Minneapolis/St. Paul Consumer Price Index for all consumers and/or three percent (3%) each year, whichever is lower.
7. TECHNICAL SUPPORT
a. Throughout the Franchise term, playback from the PEG access Channels must be configured so that the Commission or its designated entity is able to use their own independent automated playback facilities, located at the premises of its choice. Any master control that Grantee intends to use for its operations must be located outside the space occupied by a designated entity, unless the parties agree otherwise. The playback facility must be configured so as to permit the designated entity to program all Channels for which it is responsible for playback, on a live or taped basis. Grantee shall continue to have access to the designated entity's master control so that it can conduct necessary maintenance and repair affecting Grantee's network or equipment upon reasonable notice or at any time in the event emergencies, at no cost to City or Commission.
b. Grantee shall provide, at no cost to Commission, six (6) live feeds per year from the Commission's offices to the offices of Regional Channel 6. Such feeds shall connect directly to Regional Channel 6 master control should Grantee have access to and connectivity with the Regional Channel 6 Master Control. Grantee shall also provide, at no cost to Commission, live feeds for PEG access and local origination programming from any location in the Commission's Franchise area that is passed by the proposed Institutional Network. The Commission shall provide a minimum of seventy-two (72) hours advance notice to Grantee of the need for such live feeds and shall endeavor to provide a minimum seven days advance notice when possible. Grantee shall, upon two (2) weeks prior notice by Commission, work with Commission to accommodate one time programming via live feeds from areas not passed by the Institutional Network. Such live feeds shall be under Grantee's direct supervision and on a frequency designated by Grantee.
c. Grantee shall also feed the local origination and PEG Channels provided in the City of St. Paul into the Commission's master control for potential simulcasting on the PEG Channels required pursuant to this Franchise. Determination regarding the simulcasting of such PEG access and local origination signals from St. Paul shall be in the sole discretion of the Commission. Grantee shall also maintain its practice of providing regular satellite feeds from Grantee's headend facility and/or hub site locations to be fed directly to the Commission's master control facility. At a minimum, Grantee shall provide six (6) such satellite feeds as was Grantee's current practice under its prior Franchise with City.
d. Grantee shall provide twenty-six (26) live feeds, free of charge, except for the cost of the equipment necessary to provide such feeds, which shall be the Commission's responsibility, each year from Grantee's headend facility (presently located in Roseville) to and from, other cable systems operated by Grantee to allow for the sharing of local programming such as high school sports and/or other programs with shared audiences.
e. Grantee shall provide, free of charge, cable modem service to the Commission's facility for one (1) computer.
f. Grantee shall continue to provide free fiber optic links, including internal wiring to drop points and current optronics, to the West St. Paul City Hall, South St. Paul City Hall, Inver Grove Heights City Hall, Mendota Heights City Hall, as well as to the Commission's facility. These fiber optic connections will permit the above-referenced Member Municipalities to cablecast live governmental meetings on the PEG channels, free of charge.
g. Grantee and City agree that the PEG fee referenced in this Exhibit B will not be deemed to be "franchise fees" within the meaning of Section 622 of the Cable Act (47 U.S.C. § 542), and such obligations shall not be deemed to be (i) "payments in kind" or any involuntary payments chargeable against the Franchise Fees to be paid to the City by Grantee pursuant to Section 8 hereof or (ii) part of the Franchise Fees to be paid to City by Grantee pursuant to Section 8 hereof.
8. INTERCONNECTION
a. Grantee shall, at the Commission's request, interconnect its System to other commonly owned, adjacent Systems located in the Minneapolis/St. Paul metropolitan area. Interconnection shall be completed within a reasonable timeframe mutually agreed upon by the Commission and Grantee, unless an extension is granted upon petition by Grantee.
b. Grantee shall, at the Commission's request, interconnect its System to adjacent Cable Systems in the Minneapolis/St. Paul metropolitan area that are not commonly owned or controlled by Grantee or its Affiliates. Except as otherwise provided herein, interconnection shall be completed within a reasonable timeframe mutually agreed upon by the Commission and Grantee, unless an extension is granted upon petition by Grantee. The cost of establishing an interconnection link to the border of the adjacent jurisdiction shall be borne by Grantee. As to the actual costs of physical interconnection at the border, the Grantee shall bear no more than fifty percent (50%) of such costs, unless the parties agree otherwise. Grantee will obtain relief from this interconnection requirement where: (i) it shows to the satisfaction of the Commission that interconnection is technically infeasible to perform, and (ii) it proposes a reasonable alternative, in light of the purposes to be served by the interconnection. Alternatively, Grantee will obtain relief from this interconnection requirement if it's unable to reach an agreement with the designated adjacent System, after a good faith effort to reach an agreement, provided that Grantee provides the Commission with the proposed agreement and explains the reason(s) why the parties have been unable to reach agreement.
c. Grantee shall cooperate with any interconnection corporation, regional interconnection authority, or state or federal agency which may be hereafter established for the purpose of regulating, facilitating, financing or otherwise providing for the interconnection of cable systems beyond the boundaries of City.
EXHIBIT B-1
SERVICE TO PUBLIC AND PRIVATE BUILDINGS
Dakota County | |
IN NDC SYSTEM | |
Inver Glen Library 8098 Blaine Avenue Inver Grove Heights, MN 55076 | Northern Service Center (under construction) 5 West Mendota Road West St. Paul, MN 55118 |
Wentworth Library 199 East Wentworth Avenue West St. Paul, MN 55118 | |
ISD #199 | |
Inver Grove Elementary School 4100 East 66th Street Inver Grove Heights, MN 55076 | Pine Bend Elementary School 9875 Inver Grove Trail Inver Grove Heights, MN 55076 |
Hilltop Elementary School 3201 East 68th Street Inver Grove Heights, MN 55076 | South Grove Elementary School 7650 Clayton Avenue Inver Grove Heights, MN 55076 |
Salem Hills Elementary School 5899 East Babcock Trail Inver Grove Heights, MN 55076 | |
ALL IN ONE COMPLEX | |
Inver Grove Middle School 8167 Cahill Avenue East Inver Grove Heights, MN 55076 | Simley Senior High School 2920 East 80th Street Inver Grove Heights, MN 55076 |
ISD #199 District Office 2990 80th Street East Inver Grove Heights, MN 55076 | |
Inver Grove Heights | |
Inver Grove Heights City Hall 8150 Barbara Avenue Inver Grove Heights, MN 55077 | Inver Grove Heights Police Department 8150 Barbara Avenue Inver Grove Heights, MN 55077 |
IGH Fire Department 2059 Upper 55th Street E Inver Grove Heights, MN 55077 | IGH Fire Department 7015 Clayton Avenue Inver Grove Heights, MN 55076 |
ISD #197 | |
Henry Sibley High School 1897 Delaware Avenue Mendota Heights, MN 55118 | Friendly Hills Middle School 701 Mendota Heights Road Mendota Heights, MN 55118 |
Heritage Middle School 121 West Butler Avenue West St. Paul, MN 55118 | Somerset Elementary School 1355 Dodd Road Mendota Heights, MN 55118 |
Mendota Heights Elementary School 1979 Summit Lane Mendota Heights, MN 55118 | Moreland Elementary School 217 West Moreland Avenue West St. Paul, MN 55118 |
Garlough Elementary School 1740 Charlton Street West St. Paul, MN 55118 | |
West St. Paul | |
West St. Paul City Hall 1616 Humboldt Avenue West St. Paul, MN 55118 | |
South St. Paul | |
South St. Paul City Hall 125 3rd Avenue South St. Paul, MN 55075 | South St. Paul Public Library 106 3rd Avenue N. South St. Paul, MN 55075 |
Wakota Arena (School) 141 East 6th Street South St. Paul, MN 55075 | South St. Paul Municipal Airport (Fleming Field) 520 Airport Road South St. Paul, MN 55075 (shall be considered a subsequently designated building pursuant to subsection 13-1-10B of this Franchise) |
Lilydale | |
Lilydale City Hall 855 Sibley Memorial Hwy Lilydale, MN 555118 | |
Sunfish Lake | |
Sites to be determined | |
Mendota | |
Sites to be determined | |
Mendota Heights | |
Mendota Heights City Hall 1101 Victoria Curve Mendota Heights, MN 55118 | Mendota Heights Police Department 1101 Victoria Curve Mendota Heights, MN 55118 |
Mendota Heights Fire Department 2121 Dodd Road Mendota Heights, MN 55120 | |
South St. Paul Schools | |
South St. Paul High School 700 2nd St. N. South St. Paul, MN 55075 | Lincoln Center 357 9th Ave. N. South St. Paul, MN 55075 |
District Office 104 5th Ave. So. South St. Paul, MN 55075 | Kaposia Education Center 1225 1st Ave. So. South St. Paul, MN 55075 |
ECFE 1549 5th Ave. So. South St. Paul, MN 55075 | ALC 151 6th St. E. South St. Paul, MN 55075 |
Private Schools | |
Convent of the Visitation School 2455 Visitation Drive Mendota Heights, MN 55120 | Emanuel Lutheran School 115 Crusader Avenue West St. Paul, MN 55118 |
St. Croix Lutheran High School 1200 Oakdale Avenue West St. Paul, MN 55118 | St. John Vianney School 1815 Bromley Street South St. Paul, MN 55075 |
St. Joseph's School 1138 Seminole Avenue West St. Paul, MN 55118 | St. Michael's School 335 E. Hurley Street West St. Paul, MN 55118 |
St. Thomas Academy 949 Mendota Heights Road Mendota Heights, MN 55120 | Holy Trinity School 745 6th Avenue S. South St. Paul, MN 55075 |
Colleges | |
Inver Hills Community College 2500 East 80th Street Inver Grove Heights, MN 55076 | |
EXHIBIT C
DESCRIPTION OF SYSTEM
1. The Cable System shall be designed, constructed, routinely inspected, and maintained to guarantee that the Cable System meets or exceeds the requirements of the most current editions of the National Electrical Code (NFRA 70) and the National Electrical Safety Code (ANSI C2). In all matters requiring interpretation of either of these codes, the City's interpretation shall control over all other sources and interpretations.
2. General Requirements. Grantee shall use equipment used in high-quality, reliable, modern Cable Systems of similar design.
3. General Description. The Cable System shall provide Subscribers with a technically advanced and reliable Cable System. The System shall have at least 750 MHz of bandwidth capacity, capable of delivering approximately 80 analog channels of programming. The System will be two-way active, and it will be designed to have capability to transmit return signals upstream in the 5-40 MHz spectrum. The design will provide the benefits of proven 80-channel electronics while positioning the System for expansion of bandwidth and channel capacity as technology and future services develop.
4. Design. The design of the System shall be based upon a "Fiber to the node" architecture that will deliver the signals by fiber optics directly to each neighborhood. Grantee's initial design includes a minimum of six (6) fibers to each node site having a neighborhood group average of approximately five hundred (500) homes. If Grantee splits nodes into smaller sizes, fewer fibers will extend to such smaller nodes. There shall be no more than seven (7) active amplifiers in a cascade from each node to the residential dwelling. The incorporation of stand-by power supplies, strategically placed throughout the system including all hubs, will further reduce the likelihood of service interruptions.
5. Technical Standards. The System shall meet or exceed FCC requirements. In no event shall the System fall below the following standards:
a. The System shall be capable of meeting the following distortion parameters:
1. Carrier to RMS Noise 48 dB
2. Carrier to Second Order 53 dB
3. Carrier to Cross Modulation 51 dB
4. Carrier to Composite Triple Beat 53 dB
b. The frequency response of a single channel as measured across any 6 MHz analog channel shall not exceed +/-2 dB.
c. The frequency response of the entire passband shall not exceed N/10+ 2 dB for the entire System where N is the number of amplifiers in cascade.
d. The System shall be designed such that at a minimum all technical specifications of this Franchise Agreement are met.
e. The System shall be designed such that no noticeable degradation in signal quality will appear at the Subscriber terminal.
EXHIBIT D
MINIMUM I-Net PERFORMANCE STANDARDS
Signal Quality
The Institutional Network shall achieve the performance standards listed below, where applicable for fiber and/or fiber/HFC-based transmissions, under worst-case conditions for communications occurring between:
• Any institution to any institution
• Any institution to hub or headend and vice versa
• Any institution to any subscriber and vice versa
For Institutional Communications Incorporating HFC Infrastructure
• Noise and Distortion Performance - Under worst-case channel loading (including both analog and digital signals), the combined upstream and downstream performance of the system shall meet or exceed the following:
- Carrier to noise ratio = 45 dB or better
- Carrier to composite triple beat = 55 dB or better
- Carrier to second order distortion = 55 dB or
better
- Carrier to cross modulation = 55 dB or better
• Data Communications - For any data communications link on the network, the Network shall provide the capability for a Bit Error Rate (BER) to be equal to or better than 1 x 10 to the minus 9, except where the link is 50% or more coaxial cable, the BER shall be equal to or better than 1 x 10 to the minus 8. This standard shall be met or exceeded under Normal Operating Conditions. Outage times shall not be considered for purposes of determining compliance with the BER prescribed in this paragraph.
• Network Availability - For each user of services on the network, network availability shall be equal to or better than 99.965% (no more than 184 minutes of network downtime per user) as measured on an annual basis.
• Signal Level Variation - The worst-case signal level variation (peak to valley) shall be better than or equal to N/10 + 2 (where "N" equals the number of RF amplifiers in cascade from the HFC node).
For End-to-End Fiber-Based Institutional Communications
• Optical System Noise Performance - Under worst-case link loss as measured for any voice, video or data service, the combined upstream and downstream performance of the system shall meet or exceed the following:
- Signal to noise equals 60 dB or better for links that utilize Grantee supplied equipment. For all other links, the network shall be capable of providing a signal to noise of 60 dB or better, dependent upon end-user equipment.
• Optical Received Power Level at the Institution - For all links that utilize Grantee-supplied equipment, the optical power level for any service delivered to the designated demarcation point at each I-Net user location shall meet or be better than 0 dBm and shall, in all cases, enable operation within the equipment manufacturer's minimum specifications. For all other links on the network, I-Net users shall be able to satisfactorily employ non-custom network transmission and reception equipment, and the I-Net shall enable operation within the manufacturer's minimum specifications for such equipment.
• Network Availability - For each user on the network, network availability on the backbone or for fully redundant, diverse path connections from hubs to user sites, shall be equal to or better than 99.99% (no more than 53 minutes of network downtime per user) as measured on an annual basis. For each user on the network, network availability for standard connections from the hub to the user site shall be equal to or better than 99.965% (no more than 184 minutes of network downtime per user) as measured on annual basis.
For purposes of this Exhibit D, the network shall be defined as "unavailable" under the standards herein for any given user when such user:
a. Cannot, because of a network problem, measured by SNMP software or other appropriate software and associated hardware, or through a failure of a Grantee-provided interconnect, transmit video, voice and/or data communications to, from, and/or on the network. Such problems shall be the result of a failure of one or more of the following: 1) the fiber optic cabling, connections and transmission equipment on the network and/or the coaxial cabling, connections and RF transmission equipment on the network; 2) the transmission equipment at Grantee's headend; 3) the transmission and network equipment at the customer's premises (if such equipment is provided by Grantee); 4) network powering systems; 5) the network equipment, connections and cabling, network management, hardware and software, and related equipment provided by Grantee at Grantee's headend; and/or 6) any other Grantee-provided transmission or network component; and or,
b. Experiences, due to a network problem, video, voice and data transmissions that are below the standards set forth in this Franchise and/or this Exhibit; and/or,
c. Experiences, due to a network problem, a data communication packet loss of greater than ten percent (10%).
For purposes of this availability standard, network problems shall not be defined as: infrequent scheduled preventative maintenance as long as I-Net users are notified well in advance, according to the provisions of the Franchise. Except as otherwise provided for herein, network availability is subject to the force majeure provisions of the Franchise and those conditions which are not within the control of the Grantee.
Network downtime shall include, but not be limited to, network failures caused by: third party actions; commercial power outages of a typical, non-catastrophic nature; and power failures and other disturbances caused by weather occurrences typical to the Twin Cities area. Grantee shall comply with the requirements of Demand Maintenance/Service and Repair to restore service following any of these occurrences. Grantee will give the City, the Commission and affected I-Net users notice in the event of any of the foregoing occurrences.
• Data Communications - For any data communications link on the network, the Bit Error Rate (BER) shall be equal to or better than 1 x 10 to the minus 9. This standard shall be met or exceeded under Normal Operating Conditions. Outage times shall not be considered for purposes of determining compliance with the BER prescribed in this paragraph.
Service Response
Network Maintenance - Grantee shall be responsible for the ongoing maintenance and performance of the I-Net from the demarcation point within a facility through the network, including the I-Net headend. Routine and preventive maintenance shall be performed continually on the network to ensure that it meets all performance criteria detailed herein.
Specific Performance Oversight Responsibilities of the Grantee will include:
(1) Monitoring the operation of the fiber based transport backbone in conjunction with I-Net users;
(2) Performance and fault monitoring of the transport backbone and distribution system in accordance with same terms and conditions referenced in subsection 13-1-11A3 of this Franchise;
(3) Monitoring of selected parameters and tables to allow for early identification of potential service problems;
(4) Monitoring and analyzing I-Net performance; and
(5) Logging and reporting, as required, of data gathered from above monitoring activities.
Preventive Maintenance/Service Interruptions - I-Net users will be notified at least seven days in advance of any scheduled maintenance that may interrupt service on the I-Net, unless I-Net users agree to waive such time frame. Where possible, such maintenance will be scheduled at times of low usage.
Demand Maintenance/Service and Repair - Response to all network problems shall occur at all hours (24 x 365). Specifically, when Grantee receives a trouble call or alarm, either by internal monitoring or by City, Commission or user personnel, the Grantee's Network Operations Center will ensure that appropriate technical support shall respond within 10 minutes after receiving a call related to a network problem (under Normal Operating Conditions the initial page to the technician on call for I-Net problems will be within the 10 minute time frame). The Grantee shall then work continuously until the problem is resolved.
Network Support - Grantee shall provide an appropriate complement of administrative, headend and field personnel at all times to meet the performance criteria detailed herein.
Service Call Processing and Tracking - Grantee will establish mechanisms and procedures for all I-Net users to quickly and easily report System problems. All trouble or service calls will be documented, processed, and completed in an expedient manner.
Documentation will include monthly I-Net service call reports, as required, which will include a breakdown of reasons and resolutions as well as call handling efficiency. Notwithstanding the staffing, testing and equipment and response requirements set forth herein, the Grantee will provide the in-house and/or contractor staff, spare and back-up equipment, test and maintenance equipment and additional steps necessary to ensure that the network performs reliably in accordance with all standards detailed herein.
Network Performance Testing
Proof of Performance - Proof of performance testing will be conducted on the I-Net two (2) times per year at the same time residential subscriber system testing is performed during the months of January/February and July/August. Several geographically diverse I-Net test point locations for each ring and an additional test point per node will be established which are representative of worst-case performance for the area. Testing shall be completed at the mutually agreed upon entry demarcation point at the institution. All active channels upstream and downstream shall be tested at each test point location. If the testing will subject such channels to service interruptions, Grantee will work with Users to schedule the testing so as to minimize its impact upon the Users. Testing shall be performed to ensure compliance with all the network performance specifications included in this Appendix and applicable Service Agreements. Tests shall be performed using standard test methodologies, as mutually agreed to by the City, the Commission and Grantee.
Power Supply Inspections - All network power supplies and back-up devices will be continuously status monitored and manually inspected at least twice per year, which will include the following checks and tests:
• Full load transfer and runtime test
• Battery condition and maintenance check, including replacement if required
• Status monitoring functional test
I-Net User Location Performance Testing - All network performance specifications shall be met at each I-Net user location, and the network shall at all times enable I-Net user video, voice and data communications to be successfully transmitted in accordance with the reliability and availability standards incorporated herein. Grantee shall schedule with each user such testing as required to ensure successful network performance at each I-Net user location.
Physical Network Characteristics - The physical and electrical configuration of the I-Net will comply with all applicable Federal, State, and Local requirements. Inspections of all cable runs and components will be made by Grantee during the I-Net construction process to ensure the integrity of the network and Grantee shall keep records thereof.
Performance Documentation - All tests and checks will be documented and, upon request, filed with the City and the Commission. At the City's or the Commission's request, all testing processes may be conducted under the observation of a representative from the City or the Commission.
All network performance standards herein relate to Grantee-supplied transmission and network, facilities, infrastructure, equipment and other components.
EXHIBIT E
FRANCHISE FEE PAYMENT WORKSHEET
Revenue Source | Number of Subscribers | Gross Revenue | 5% Franchise Fee | YTD |
Basic and Satellite Service | ||||
Cable Guide | ||||
Equipment Rental | ||||
High Speed Data | ||||
Installation and Service Calls | ||||
Interactive Program Guide | ||||
Late Fees | ||||
Music Choice | ||||
Pay-Per-View | ||||
Premium | ||||
PEG Fee | ||||
Advertising | ||||
Shopping | ||||
Other Income | ||||
TOTAL | ||||
REVENUE SOURCES INCLUDE:
INSTALLATION & SERVICE CALLS: | ||
Standard Installation | Commonly occurring normal Installation | |
Additional Outlet | Installation on additional sets within a customer's home | |
VCR | Installation of converter to a VCR | |
Reconnection of Service | Reconnection of cable to a customer's address | |
A/B Switch | Separate Installation of an A/B Switch | |
Relocation | Moving an outlet within a customer's home | |
Non-Standard | Usually Installation of a commercial type of an account | |
Change of Service | Charge for upgrading or switching a premium service | |
Other Service Calls | Any service calls for which customers are charged a fee | |
BASIC AND SATELLITE SERVICE: | ||
Basic Service | Revenue derived from basic and satellite service | |
Bulk Rates | Revenue derived from non-standard billings (i.e., apt. complex) | |
Reduced Promotional Basic | Revenue derived from a discounted basic and satellite service | |
PAY-PER-VIEW: | ||
All Movies | Revenue derived from pay-per-view movies | |
Events | Revenue derived from special events (i.e., concerts, boxing matches, etc.) | |
OTHER: | ||
Returned Check Fees | Revenue derived by Grantee from charges on returned checks | |
Pre-wired Cable Purchases | Revenue generated from the sale of cable to individuals who pre-wire their home | |
Antenna Rental | Any revenue derived from renting space on towers | |
A/B Switch | Revenue generated from sale of an A/B Switch | |
Late Fee | Revenue generated from receiving a late fee | |
OTHER: | ||
DOES NOT INCLUDE: | ||
Reimbursements | Revenues from the Department of Transportation or other government entities for mandatory relocations of cable system. Revenue from employee reimbursements for cash advances. | |
Verified and submitted this day of , 2000.
By:
Its:
EXHIBIT F
CORPORATE GUARANTY
THIS AGREEMENT is made this day of , 2000 between Meteor Acquisition Inc. ("Guarantor"), the Northern Dakota County Cable Communications Commission ("Franchising Authority"), and MediaOne of St. Paul, Inc. ("Company").
WITNESSETH
WHEREAS, the Franchising Authority by action of its governing body on October , 1999 adopted Resolution No. ("Resolution") approving the transfer of control of the cable television franchise ("Franchise") from MediaOne Group, Inc., to AT&T Corp.; and
WHEREAS, Guarantor is a parent of the Company; and
WHEREAS, Guarantor has a substantial interest in the conduct of the Company in complying with the Company's obligations under the Franchise and any and all amendments thereof and any agreements related thereto; and
WHEREAS, the Resolution requires the Company to furnish a guaranty to ensure the faithful payment and performance by Company of the obligations under the Franchise; and
WHEREAS, the Guarantor desires to provide its unconditional guaranty that Company will fulfill the requirements of the Resolution.
NOW, THEREFORE, in consideration of the foregoing premise and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby unconditionally guarantees Company's due and punctual payment and performance of all of the debts, liabilities and obligations contained in the Franchise ("Indebtedness").
This Agreement, unless terminated, substituted, or canceled, as provided herein, shall remain in full force and effect for the duration of the term of the Franchise, except as expressly provided otherwise in the Franchise.
Upon substitution of another Guarantor reasonably satisfactory to the Franchising Authority or upon transfer of the Franchise to another entity not under common control of Guarantor, this Agreement shall be terminated, substituted, or canceled upon thirty (30) days prior written notice from Guarantor to the Franchising Authority and the Company.
Such termination shall not affect liability incurred or accrued under this Agreement prior to the effective date of such termination or cancellation.
The Guarantor will not exercise or enforce any right of contribution, reimbursement, recourse or subrogation available to the Guarantor against the Company or any other person liable for payment of the Indebtedness or any collateral security therefor, unless and until all of the Indebtedness shall have been fully paid and discharged.
The Guarantor will pay or reimburse the Franchising Authority for all reasonable costs and expenses (including reasonable attorney fees and legal expenses) incurred by the Franchising Authority in connection with the protection, defense or enforcement of this guaranty in any arbitration, litigation or bankruptcy or insolvency proceedings.
The Guarantor will not assert, plead or enforce against the Franchising Authority any defense of discharge in bankruptcy of the Company, statute of fraud, or unenforceability of the Guaranty which may be available to the Company or any other person liable in respect to any Indebtedness, whether or not on account of a related transaction.
Any notices given pursuant to this Agreement shall be addressed to the Guarantor and Company at 10 River Park Plaza, St. Paul, MN 55107, Attn: Vice President and General Manager, and to the Franchising Authority at 5845 Blaine Avenue, Inver Grove Heights, MN 55076, Attn: Executive Director.
IN WITNESS WHEREOF, the Company, Franchising Authority, and Guarantor have executed this Corporate Guaranty as of the day, month and year first above written.
GUARANTOR:
METEOR ACQUISITION INC.
By:
Its:
COMPANY:
MEDIAONE OF ST. PAUL, INC.
By:
Its:
FRANCHISING AUTHORITY:
NORTHERN DAKOTA COUNTY
CABLE COMMUNICATIONS COMMISSION
By:
Its:
EXHIBIT G
I-Net USER SITES
Dakota County | |
Within NDC System | |
Historical Society and Museum 130 3rd Avenue North South St. Paul, MN 55075 | Northern Service Center 33 East Wentworth Avenue West St. Paul, MN 55118 |
Inver Glen Library 8098 Blaine Avenue Inver Grove Heights, MN 55076 | |
Northern Service Center (Under construction) 5 West Mendota Road West St. Paul, MN 55118 | Wentworth Library 199 East Wentworth Avenue West St. Paul, MN 55118 |
ISD #199 | |
Inver Grove Elementary School 4100 East 66th Street Inver Grove Heights, MN 55076 | Pine Bend Elementary School 9875 Inver Grove Trail Inver Grove Heights, MN 55076 |
Hilltop Elementary School 3201 East 68th Street Inver Grove Heights, MN 55076 | South Grove Elementary School 7650 Clayton Avenue Inver Grove Heights, MN 55076 |
Salem Hills Elementary School 5899 East Babcock Trail Inver Grove Heights, MN 55076 | |
Note: one elementary (potentially Inver Grove Elementary) may be closed due to declining enrollment. | |
All In One Complex | |
Inver Grove Middle School 8167 Cahill Avenue East Inver Grove Heights, MN 55076 | Simley Senior High School 2920 East 80th Street Inver Grove Heights, MN 55076 |
ISD #199 District Office 2990 80th Street East Inver Grove Heights, MN 55076 | |
City of Inver Grove Heights | |
Inver Grove Heights City Hall 8150 Barbara Avenue Inver Grove Heights, MN 55077 | Inver Grove Heights Police Department 8150 Barbara Avenue Inver Grove Heights, MN 55077 |
Community Center 8055 Barbara Avenue Inver Grove Heights, MN 55077 | Public Works Garage 8168 Barbara Avenue Inver Grove Heights, MN 55077 |
IGH Fire Department 2059 Upper 55th Street E Inver Grove Heights, MN 55077 | IGH Fire Department 7015 Clayton Avenue Inver Grove Heights, MN 55076 |
Water Treatment Plant 2015 75th Street Inver Grove Heights, MN 55077 | Inver Wood Golf Course 1850 East 70th Street Inver Grove Heights, MN 55077 |
IGH Fire Station (Future) Location is uncertain Along Rich Valley Blvd? Or Barnes Avenue? | Forrest Haven Lift Stations 5916 Blackberry Bridge Path Inver Grove Heights, MN 55076 |
Storm Water Lift Station 8481 College Trail Inver Grove Heights, MN 55076 | Doffing Lift Station 6320 Doffing Avenue Inver Grove Heights, MN 55076 |
River Road Lift Station 6901 River Road Inver Grove Heights, MN 55076 | |
NDC4 and NDCTV Facility 5845 Blaine Avenue Inver Grove Heights, MN 55076 | |
ISD #197 | |
Henry Sibley High School 1897 Delaware Avenue Mendota Heights, MN 55118 | Friendly Hills Middle School 701 Mendota Heights Road Mendota Heights, MN 55118 |
Heritage Middle School 121 West Butler Avenue West St. Paul, MN 55118 | Somerset Elementary School 1355 Dodd Road Mendota Heights, MN 55118 |
Mendota Heights Elementary School 1979 Summit Lane Mendota Heights, MN 55118 | Moreland Elementary School 217 West Moreland Avenue West St. Paul, MN 55118 |
Garlough Elementary School 1740 Charlton Street West St. Paul, MN 55118 | |
Community Education 1300 Mendota Heights Road Mendota Heights, MN 55118 | Transportation Building 1145 Medallion Drive Mendota Heights, MN 55120 |
ISD 197 Senior Center 217 West Moreland Avenue West St. Paul, MN 55118 | |
City of West St. Paul | |
West St. Paul City Hall 1616 Humboldt Avenue West St. Paul, MN 55118 | Public Works Garage 1645 Livingston Avenue West St. Paul, MN 55118 |
Thompson Oak Golf Course 1555 Oakdale Avenue West St. Paul, MN 55118 | Ice Arena 60 West Emerson Avenue West St. Paul, MN 55118 |
West St. Paul Pool 92 W. Orme Street West St. Paul, MN 55118 | Water Tower 151 E. Marie Avenue West St. Paul, MN 55118 |
Lift Station 455 W. Mendota Road West St. Paul, MN 55118 | Lift Station 1384 S. Smith Avenue West St. Paul, MN 55118 |
Lift Station 485 W. Emerson Avenue West St. Paul, MN 55118 | Lift Station 355 E. Emerson Avenue West St. Paul, MN 55118 |
Lift Station 1916 Oakdale Avenue West St. Paul, MN 55118 | Lift Station 15 W. Mendota Road West St. Paul, MN 55118 |
Senior Center (Future)/Community Center (Future) Possible location at Heritage School OR in park property Butler and Hwy 52 (joint county/city project) | |
City of Mendota Heights | |
Mendota Heights City Hall 1101 Victoria Curve Mendota Heights, MN 55118 | Mendota Heights Police Department 1101 Victoria Curve Mendota Heights, MN 55118 |
Mendota Heights Fire Department 2121 Dodd Road Mendota Heights, MN 55120 | Public Works Garage 2431 South Lexington Mendota Heights, MN 55120 |
Lift Station 1180 Centre Point Boulevard Mendota Heights, MN 55120 | Lift Station 1237 Culligan Lane Mendota Heights, MN 55120 |
Lift Station 987 Mendota Heights Road Mendota Heights, MN 55120 | Lift Station 1357 Mendota Heights Road Mendota Heights, MN 55118 |
Lift Station 1444 Northland Drive Mendota Heights, MN 55118 | Lift Station 1159 Veronica Lane Mendota Heights, MN 55118 |
City of South St. Paul | |
South St. Paul City Hall 125 3rd Avenue South St. Paul, MN 55075 | South St. Paul Public Library 106 3rd Avenue N. South St. Paul, MN 55075 |
Wakota Arena 141 East 6th Street South St. Paul, MN 55075 | Fleming Field Airport 520 Airport Road South St. Paul, MN 55075 |
Municipal Service Center 400 E. Richmond South St. Paul, MN 55075 | Lift Station 1030 Concord St. No. South St. Paul, MN 55075 |
Lift Station 291 Grand Avenue East South St. Paul, MN 55075 | |
City of Lilydale | |
Lilydale City Hall 855 Sibley Memorial Hwy Lilydale, MN 55118 | Lexington Riverside Condominium 1101 Sibley Memorial Hwy Lilydale, MN 55118 |
Lift Station 1801 Lilydale Lilydale, MN 55118 | |
City of Sunfish Lake | |
Future splice-in along Hwy. 110 Current location is St. Anne's Church South West Corner of Charlton St. & Hwy. 110 Sunfish Lake, MN | |
City of Mendota | |
Future splice-in along Hwy. 13 Current location is VFW on Highway 13 in Mendota | |
South St. Paul Schools (District 6) | |
South St. Paul High School 700 2nd St. N. South St. Paul, MN 55075 | Kid Connections 1549 5th Avenue South South St. Paul, MN 55075 |
District Office 104 5th Ave. So. South St. Paul, MN 55075 | ECFE 1549 5th Ave. So. South St. Paul, MN 55075 |
Lincoln Center 357 9th Ave. N. South St. Paul, MN 55075 | Education Foundation 521 Marie Avenue South St. Paul, MN 55075 |
Kaposia Education Center 1225 1st Ave. So. South St. Paul, MN 55075 | ALC 151 6th St. E. South St. Paul, MN 55075 |
Adult Basic Education 517 Marie Ave. South St. Paul, MN 55075 | Family Connections 1515 5th Ave. So. South St. Paul, MN 55075 |
Central Square 100 7th Ave. N. South St. Paul, MN 55075 | |
Private Schools | |
Convent of the Visitation School 2455 Visitation Drive Mendota Heights, MN 55120 | Emanuel Lutheran School 115 Crusader Avenue West St. Paul, MN 55118 |
St. Croix Lutheran High School 1200 Oakdale Avenue West St. Paul, MN 55118 | St. John Vianney School 1815 Bromley Street South St. Paul, MN 55075 |
St. Joseph's School 1138 Seminole Avenue West St. Paul, MN 55118 | St. Michael's School 335 E. Hurley Street West St. Paul, MN 55118 |
St. Thomas Academy 949 Mendota Heights Road Mendota Heights, MN 55120 | Holy Trinity School 745 6th Avenue S. South St. Paul, MN 55075 |
Higher Education Institutions | |
Brown Institute 1440 Northland Drive Mendota Heights, MN 55120 | |
Inver Hills Community College 2500 East 80th Street Inver Grove Heights, MN 55076 | |
Proposed Interconnection Sites | |
Administration Center 1590 West Hwy 55 Hastings, MN 55033 | Government Complex 1560 - 1590 West Hwy 55 Hastings, MN 55033 |
Judicial Center 1560 West Hwy 55 Hastings, MN 55033 | Law Enforcement Center 1580 West Hwy 55 Hastings, MN 55033 |
Pleasant Hill Library 1490 South Frontage Road Hastings, MN 55033 | Burnhaven Library 1101 West County Road 42 Burnsville, MN 55306 |
Burnsville Police Department 100 Civic Center Parkway Burnsville, MN 55337 | Library System Administration 1340 Wescott Road Eagan, MN 55123 |
Western Service Center 14955 Galaxie Avenue Apple Valley, MN 55124 | Galaxie Library 14955 Galaxie Avenue Apple Valley, MN 55124 |
Pilot Knob Elementary School 1436 Lone Oak Road Eagan, MN | Apple Valley Police Department 7100 147th Street West Apple Valley, MN 55124-9016 |
Dakota County Technical College 1300 - 145th Street E. Rosemount, MN 55068 | |
*Grantee to provide interconnection between NDC4 I-Net hub and the I-Net hubs of other Twin Cities area MediaOne systems which have been built or may be built in the future. Future interconnection to sites within these systems or interconnection between Grantee's system and other companies' systems are subject to agreement with other franchisors and/or other companies where applicable.
(Ord. 353, 2-15-2000)