GRANT OF FRANCHISE AND GENERAL PROVISIONS

Saint Paul Legislative Code pt. App. H, art. I

in effect

Saint Paul Legislative Code, App. H, art. I, § 100 Title of ordinance.

Section 100. - Title of ordinance. This ordinance shall be known and may be cited as the "Saint Paul Cable Franchise," hereinafter "franchise," and it shall become a part of the ordinances and Legislative Code of the City of Saint Paul.

Saint Paul Legislative Code, App. H, art. I, § 101 Definitions.

Section 101. - Definitions. For the purpose of this ordinance, the following terms, phrases, words and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The words "shall" and "will" are mandatory and "may" is permissive. References to officials, departments, agencies or other entities, whether defined or not, shall be read to refer to the same, or their authorized successors. References to statutory provisions shall refer to those provisions as they may be renumbered from time to time. References to applicable law or to any part of the Legislative Code of the City of St. Paul refer to the same as they may be amended from time to time during the term of the franchise. Words not defined shall be defined as in Chapter 430 of the Legislative Code of the City of St. Paul; if not defined there, as defined is 47 U.S.C. § 521 et. seq.; if not defined there, the words shall be given their common and ordinary meaning. 101.(a). Basic service or basic cable service shall have the same meaning as the term "basic service" under federal law; and shall include the public, educational and governmental access channels. 101.(b). Cable service means 101.(b).(1). the one-way transmission to subscribers of (A) video programming, or (B) other programming service, and 101.(b).(2). the subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service. 101.(c). Cable system or System has the same meaning as the term cable system under federal law. In addition, unless the context clearly indicates otherwise, the term cable system in this franchise means Company's cable system, and all equipment, facilities and devices appurtenant thereto. 101.(d). City is the City of Saint Paul, a Minnesota municipal corporation, as it exists and as its borders may from time to time be changed. Where the franchise requires that an action be taken by the City, that action may be taken by any Person authorized to act on the City's behalf. 101.(e). Company is Comcast, the permitted transferee/grantee of rights under this ordinance awarding a franchise to CCSP, or its permitted successor, transferee or assignee. 101.(f). Converter shall mean an electronic device, which converts signals from cable distribution system frequencies to a form receivable by a television set. 101.(g). Council is the City council of the City of Saint Paul. 101.(h). Easement shall mean those rights-of-way maintained for the benefit of the public and controlled by City, the terms, conditions or limitations of which are not inconsistent with the erection, construction or maintenance of a cable system, its structures or equipment. 101.(i). [Reserved] 101.(j). Economically disadvantaged shall mean those persons who receive assistance under any of the following programs or their successors: the Minnesota Telephone Assistance Plan ("TAP"); Food Stamps; Minnesota Family Investment Program; General Assistance. 101.(k). Expanded basic service for purposes of Sections 300(g) and 305 means all subscriber services other than basic service provided by the Company covered by a regular monthly charge, but not including optional programming offered on a pay-per-channel or pay-per-view basis or usage sensitive pay basis. 101.(l). Gross revenues shall mean all revenue derived directly or indirectly by the Company, any cable operator of the Cable system, their affiliates, subsidiaries, parents, and any Person in which the same have a financial interest from or in connection with the operation of the Cable system to provide Cable services within the franchise area. It is the intent of this provision to permit the City to collect the maximum franchise fee permitted by federal law, except as expressly noted. Gross revenues shall include, by way of example and not limitation, revenues from Basic service, other Cable service tiers, monthly fees for programming offered on a per-channel or per-program basis, installation and reconnection, leased channel fees, Converter rentals, studio rentals, production equipment and personnel fees, interactive Cable service, advertising revenues subject only to the limitation in the following sentence, cable store sales, late payment service fees and other Cable services offered over the system. Gross revenues shall not include commissions paid to third party advertising agencies that are not owned or controlled in whole or in part by any cable operator of the system or affiliate thereof; the parties agree that commissions or fees paid to NCC Media, its affiliates or successors are not subject to this exclusion. Gross revenues also do not include any taxes on services furnished by the Company herein imposed directly upon any subscriber or user by the state, City or other governmental unit and collected by the Company on behalf of said governmental unit, such as a sales tax. The franchise fee is not such a tax. The City acknowledges and agrees that the Company shall maintain its books and records in a manner consistent with Generally Accepted Accounting Principles or successor accounting principles with which the Company may be required to comply under the state or federal law (GAAP). To the extent revenues are received by the Company for the provision of a discounted bundle of services which includes Cable Services and non-Cable Services, The Company shall calculate revenues to be included in Gross Revenues in accordance with GAAP. 101.(m). Installation shall mean the connection of the system from feeder cable to subscribers' facilities. 101.(n). Local means within the City of St. Paul. 101.(o). Lockout device is an optional mechanical or electrical accessory to a subscriber's terminal which, when activated, inhibits the viewing of a certain channel or channels provided by way of the Cable system. 101.(p). Make-ready shall mean the rearrangement of existing wires on utility poles performed by telephone and electric utility companies to allow for the addition of cable plant on such poles. 101.(q). Non-profit institution means (1) a Person, other than a religious organization, which qualifies for federal tax exempt status; and (2) any governmental body, agency, department, or commission; accredited school; library; hospital; or any legal entity contracting with the City to provide social services; whether or not such entity falls within the scope of subdivision (1). 101.(r). Person includes any individual, corporation, partnership, association, joint stock company, trust, or any other legal entity, including the City. 101.(s). Person with disabilities means any living person that: (1) receives assistance under the Social Security disability insurance program, or the Supplemental Security Income (SSI) disability program; or (2) has been issued an identifying certificate by the State of Minnesota for persons with physical disabilities; or (3) receives any vocational rehabilitation services pursuant to Section 268A.01 of the Minnesota State Statutes. 101.(t). Public property is any property owned by the City other than a street or sidewalk. 101.(u). [Reserved] 101.(v). Senior citizen means any living person over 65. 101.(w). Sidewalk shall mean that portion of a highway, other than the roadway, set apart by curbs, barriers, markings or other delineation for pedestrian travel, including parkways, not on private lands. 101.(x). Subscriber means the City, any government entity or any other Person who legally receives any Cable service delivered over the Cable system. 101.(y). Street shall mean the surface of and the space above and below any public street, road, highway, freeway, lane, path, public way or place, alley, court, sidewalk, boulevard, parkway, drive, other easement or rights-of-way now or hereafter held by the City for the purpose of public travel and shall include such other easements or rights-of-way as shall be now held or hereafter held by the City which shall within their proper use and meaning entitle the City and the Company to use thereof for the purpose of installing or transmitting Cable transmissions over poles, wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, attachments and other property as may be ordinarily necessary and pertinent to a Cable system. 101.(z). User shall mean any individual, institution, organization, or business that purchases any portion of the Company's bandwidth for delivery of programming or services or for receipt of programming or services, or which is entitled to use any portion of the bandwidth at no charge. 101.(aa). Video channel shall have the same meaning as the term "channel" as defined by 47 U.S.C. Section 522(4) and the regulations referenced therein. 101.(bb). Walkout shall mean the process whereby a cable company and telephone and electric utility companies inspect utility poles throughout the City to determine the amount of make-ready to be performed by the utility companies.

Saint Paul Legislative Code, App. H, art. I, § 102 Franchise administrator.

Section 102. - Franchise administrator. The City may from time to time designate an entity to be responsible for the continuing administration of the Cable franchise and for the planning and development of Cable services by providing written notice of the designation to the Company. The designee as of the effective date of this franchise shall be the City's Cable Communications Officer. Any action taken by such designee, within the scope of the authority granted by the City, and any notice received from such designee, shall be treated as an action of, or notice by the City.

Saint Paul Legislative Code, App. H, art. I, § 103 Grant.

Section 103. - Grant. The City hereby grants to Company a nonexclusive ten-year Cable System franchise through and including June 30, 2025 to provide Cable service, subject to all the terms and conditions as herein provided. Nothing in this franchise authorizes the Company to provide non-cable services. If the Company is authorized to provide non-cable services, the City may either by separate ordinance or by amendment of this ordinance establish additional conditions or requirements related to the provision of those services or to the use of Streets or public property in connection with the provision of non-cable services, and no provision in this franchise shall operate as a limitation on the City's authority in this regard. Provided, however, nothing herein is intended to grant the City greater rights with respect to franchising telecommunications providers than it has under applicable law, as amended from time to time.

Saint Paul Legislative Code, App. H, art. I, § 104 Rights and privileges of company.

Section 104. - Rights and privileges of company. The franchise granted by the City pursuant to this ordinance shall grant to the Company the right and privilege to erect, construct, operate and maintain in, upon, along, across, above, over and under the Streets now in existence and as may be created or established during its terms, any poles, wires, cable, antennas, towers, underground conduits, manholes and other television conductors and fixtures necessary for the maintenance and operation of its Cable System for the provision of Cable service in the City of St. Paul on the terms and conditions hereinafter set forth. The franchise is not in lieu of any permit or other requirements that exist or may be established by the City. Permits must be obtained at the time and in the manner the City may specify, and permit conditions must be strictly adhered to. The franchise does not grant the Company the right to occupy any particular location upon, along, across, above, over and under the Streets; nor does the franchise permit the Company to interfere with the use of the Streets by others or to occupy other public property.

Saint Paul Legislative Code, App. H, art. I, § 105 Agreement.

Section 105. - Agreement. 105.(a). Company agrees to be bound by all the terms and conditions contained herein. 105.(b). The Company also agrees to provide the following broad categories of services, in addition to providing the channels for PEG use. The City acknowledges that the programming carried on the system as of January 1, 2014 satisfies this requirement: 105.(b).(1). Cable services responsive to the needs and interests of the community throughout the franchise term, as determined through surveys or studies of St. Paul subscribers; 105.(b).(2). public affairs and news programming about the City of St. Paul; 105.(b).(3). public affairs and news programming about the Twin Cities region; 105.(b).(4). a channel or channels of children's programming; 105.(b).(5). a channel or channels of arts and cultural programming; 105.(b).(6). a channel or channels of programming of special interest to minority groups. 105.(c). The Company agrees that, throughout the term of this franchise, it shall make available at least the percentage of channels it was required to make available for commercial use under 47 U.S.C. § 612 as of the effective date of this agreement. These channels, referred to as "leased access" channels in this franchise, shall be available for lease by any Person unaffiliated with the Company, or to the City, to provide any services.

Saint Paul Legislative Code, App. H, art. I, § 106 Term.

Section 106. - Term. 106.(a). The term of the franchise to be granted by the City pursuant to this ordinance shall be for a period of ten years, excluding any period of time during which the Company is enjoined by a court of competent jurisdiction from performing its obligations under the franchise. 106.(b). References to "franchise term" in this franchise refer to the franchise term and any renewals or extensions thereof.

Saint Paul Legislative Code, App. H, art. I, § 107 Effective date.

Section 107. - Effective date. The franchise term shall be in force upon the later of the following: 107.(a). Company's delivery to the City Clerk of: 107.(a).(1). a signed acceptance of the franchise; 107.(a).(2). proof that the insurance, bonds and letters of credit required hereunder have been obtained and are in force; 107.(a).(3). payment by the Company of costs for the publication of this ordinance; and 107.(a).(4). payment of any amounts due on or before the effective date and provision of any proofs and documents due on or before the effective date.

Saint Paul Legislative Code, App. H, art. I, § 108 Area.

Section 108. - Area. This franchise is granted for the entire area of the City of Saint Paul as it exists and as its borders may from time to time be changed. The Company shall provide Cable service throughout the entire franchise area.

Saint Paul Legislative Code, App. H, art. I, § 109 Fees, payment of fees and penalties.

Section 109. - Fees, payment of fees and penalties. 109.(a). Throughout the term of this franchise, Company shall pay to City a franchise fee of five (5) percent of Gross revenues as defined herein. Provided that, the City may at any time increase this fee to the maximum that may be charged consistent with state and federal law, should the federal law limit change or be eliminated. However, the City may not increase the franchise fee except after providing the Company 90 days advance written notice, and providing Company the opportunity to comment on the proposed change within that 90-day period. 109.(b). The following shall not be included in Gross revenues for purposes of calculating the franchise fee: reimbursements received by the Company from programmers for the costs actually expended by the Company in a temporary joint marketing campaign, including programming launch fees. 109.(c). Gross revenues shall be reduced by the amount of bad debt expense (using the direct write-off method). For purposes of this Section 109(c), the term "bad debt expense" refers to amounts lawfully billed to a customer and owed by the customer for Cable service and accrued as revenues on the books of Company, but not collected after reasonable efforts have been made to collect the charges. Bad debt expense, by way of example and not limitation, does not include the amount of discounts, promotions, or credits provided a subscriber that may reduce the amount a subscriber owes to the Company. Provided, however that (bad debt expense shall again be treated as revenue when recovered.) 109.(d). The exclusion of the foregoing reimbursements and bad debt expense from the franchise fee calculation shall not be read to suggest that any other reimbursement, similar or dissimilar, should or should not be excluded from the calculation of Gross revenues. 109.(e). The franchise fee and any other cost or penalties assessed shall be payable, except as otherwise specified in this franchise, quarterly to the City office of financial services, and the Company shall file a complete and accurate verified statement of all Gross revenues within the City during the period for which said quarterly payment is made, and said payment for each quarter shall be made to the City not later than forty-five (45) days after the expiration of the quarter when due. 109.(f). In addition to its other rights to review and copy the Company's records under other provisions of this franchise or the St. Paul Legislative Code, the City shall have the right to inspect the Company's records to determine whether the Company has paid the franchise fee owed. The City may, but is not required to, audit such records and to recompute any amounts determined to be payable under this ordinance. The Company shall reimburse the City for all expenses incurred by the City in conducting the audit where such audit shows the Company's fee payment for any quarter reviewed is five (5) percent or more under the amount found by the City to be due and owing. 109.(g). In the event that any franchise payment or recomputed amount, cost or penalty is not made on or before the applicable dates heretofore specified, interest shall be charged daily from the date of such default or delay at the rate of interest which is the prime rate charged by the US Bank National Association (or a successor bank used by the City) for preferred customers as adjusted on the first day of each month for the month in which such default or delay first occurred. 109.(h). The acceptance by the City of any franchise fee payment shall not be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of such franchise fee payment be construed as a release of any claim the City may have for additional sums payable. 109.(i). The franchise fee payment is not a payment in lieu of any tax, fee or other assessment except as specifically provided in this franchise, or as required by applicable law. By way of example, and not limitation, permit fees and business franchise taxes are not waived and remain applicable.

Saint Paul Legislative Code, App. H, art. I, § 110 Use of company facilities.

Section 110. - Use of company facilities. The City shall have the right, during the life of this franchise, to install and maintain free of charge upon the poles of the Company any wires and pole fixtures that do not unreasonably interfere with the Cable service operations of the Company; provided, however, that the City will hold Company harmless for any damages resulting from the City's negligent installation or use of said wires and/or poles or pole fixtures.

Saint Paul Legislative Code, App. H, art. I, § 111 Rates.

Section 111. - Rates. 111.(a). Except to the extent and for the time prohibited by federal law, all of Company's rates and charges are subject to regulation and prior approval by the City. 111.(b). Rates and charges that may be regulated shall be reasonable. Company shall maintain a current list of all rates and charges with the Cable Communications Officer. Changes in rates and charges require the prior approval of the City, except as federal law otherwise provides. Both initial rates and charges and subsequent changes shall be subject to review and Company may be required to refund excessive rates and charges. 111.(c). Except to the extent the City may not enforce such a requirement, the Company is prohibited from discriminating in its rates or charges or from granting undue preferences to any Subscriber, potential Subscriber, or group of Subscribers or potential Subscribers; provided, however, that Company may offer temporary, bona fide promotional discounts in order to attract or maintain Subscribers, so long as such discounts are offered on a non-discriminatory basis to similar classes of persons throughout the franchise area; provided further that discounts are permitted for Senior citizens, Persons with disabilities, or the Economically disadvantaged and in any case where the Company is required to provide a discount, or is expressly entitled to provide a discount under federal law, so long as such discounts are applied in a uniform and consistent manner. 111.(d). Equipment security deposit option and recovery costs: 111.(d).(1). The Company reserves the right to charge a deposit for Converters or other terminal equipment placed in Subscribers' homes. 111.(d).(2). The Company reserves the right to charge full replacement, repair and administrative costs for Converters or other Company-owned equipment which is lost, stolen or damaged through neglect or misuse by the Subscriber, so long as it is not already recovering those charges through other rates. 111.(d).(3). The Company reserves the right to refuse service to any Subscriber for bona fide credit reasons and may levy reasonable collection charges on overdue or delinquent accounts. Provided, however, that a Subscriber must be reconnected upon request if the Subscriber pays the amount owed to the Company, the reconnection fee, and provides any lawfully required deposit. 111.(d).(4). Deposits must be returned within 30 days of the date a Subscriber terminates service. 111.(e). The Company shall provide at its cost of labor and materials an antenna-cable switch to any Subscriber requesting such a switch. 111.(f). Prewiring Projects: 111.(f).(1). The owner or builder of a residential or commercial building or other project shall have the right to prewire an entire project for Cable service. The Company shall connect its Cable system to the wiring installed by the owner or builder, so long as the prewired installation uses internal cable wiring that meets or exceeds the Company's specifications for installations that the Company applied to itself as of the date the project was undertaken. 111.(f).(2). The Company shall publish specifications for internal cable wiring, and shall provide a copy of those specifications to any Person upon request. A copy of the specifications shall be provided to the Cable Communications Officer on or before the effective date of the franchise, and any change in the specifications must be filed prior to the date the changes go into effect. 111.(f).(3). The owner or builder may request inspection and approval of internal wiring according to a schedule supplied by Company. Company shall inspect and provide technical assistance at its cost upon request. 111.(f).(4). Nothing in this section prohibits the Company from refusing to connect to a prewired building if the prewiring causes signal leakage in excess of amounts permitted under applicable law. 111.(g). The Company shall offer the greater of a one dollar ($1.00) per month or ten percent (10%) per month discount on Basic service for Senior citizens, Persons with disabilities and Persons who are Economically disadvantaged. The Company shall offer a ten percent (10%) discount on other cable services that it offers to Senior citizens, Persons with disabilities or the Economically disadvantaged. The Company may require persons who seek to take advantage of the discount to provide reasonable proof that they are eligible for the discount. Age may be proven by presentation of a birth certificate, passport, or valid, state-issued photo identification card. Proof of eligibility for discount on grounds of Economic disadvantage may be shown by any document from an agency or company responsible for any of the programs referenced in Section 101(j), showing that Person seeking the discount is served by any of the programs described in 101(j). Proof of eligibility for discount on grounds of disability may be shown by any document from an agency or company responsible for any of the programs referenced in Section 101(s), showing that the Person seeking the discount is served by any of the programs described in 101(s), or by presentation of the certificate described in 101s(2). 111.(h). Where subscriber network installation as required in Article III, Section 305 is made without charge to governmental, educational and Non-profit institutions that include living quarters, the Company may charge for all services to individual living units within such building, including, but not limited to, individual student housing units (i.e., dormitory rooms) and hospital rooms. Rooms within fire and police stations are not treated as living quarters for purposes of this Section 111(h). 111.(i). Except as federal law requires otherwise, service requests for maintenance or repair of Cable facilities are performed at no charge unless such maintenance or repair is required as a result of damage caused by a subscriber.

Saint Paul Legislative Code, App. H, art. I, § 112 Rate regulation procedures.

Section 112. - Rate regulation procedures. 112.(a). Pursuant to Saint Paul City Charter, section 16.03, all rates and charges (collectively referred to as "rates") that must be regulated in accordance with regulations established by the federal government shall be regulated by the City in conformity with those applicable regulations, and the procedures set forth in the St. Paul Legislative Code and this agreement. Other rates that are subject to regulation shall be regulated in accordance with the St. Paul Legislative Code and this agreement. To the extent that any provisions of this franchise or of Saint Paul Legislative Code are inconsistent with applicable federal regulations, the federal regulations shall control. 112.(b). Should the Company decide to alter its rates or charges, it shall file its schedule of rates with the City at least 30 days prior to the effective date of a planned modification.

Saint Paul Legislative Code, App. H, art. I, § 113 Costs.

Section 113. - Costs. Unless expressly provided otherwise, the Company's costs associated with compliance with this franchise and with applicable law shall be borne by the Company, and with no cost to the City. The City may recover its costs associated with awarding or enforcing of the franchise, subject to any limitations imposed by federal law. Such costs shall include, but not be limited to, publication of the franchise and notices prior to any public meeting provided for pursuant to this franchise, and the costs incurred by City in its preparation of applications for the issuance of a franchise to the Company or the transfer of the franchise to another Person. The Company will reimburse the City for costs the City incurs in connection with the foregoing within thirty (30) days after the date a bill of costs is sent to it.

Saint Paul Legislative Code, App. H, art. I, § 114 Notices.

Section 114. - Notices. All notices from Company to the City pursuant to this franchise shall be filed with the City Clerk and with the City's Cable Communications Officer. Company shall maintain with the City, throughout the term of this franchise, an address for service of notices by mail. Company shall also maintain with the City, a local office and telephone number for the conduct of matters related to this franchise during normal business hours.

Saint Paul Legislative Code, App. H, art. I, § 115 Letter of credit.

Section 115. - Letter of credit. 115.(a). Prior to the effective date of its franchise, the Company shall deposit with the City a letter of credit from a local financial institution in the amount of fifty thousand dollars ($50,000.00). The City must be able to draw upon the letter of credit if it has followed the procedures described below, even if there is a dispute as to whether there has been an act or omission that would entitle the City to call upon the letter of credit. The form and content of such letter of credit shall be approved by the City Attorney. The letter of credit shall be used to insure the faithful performance by the Company of all provisions of this franchise; and compliance with all orders, permits and directions of any agency, commission, board, department, division or office of the City having a jurisdiction over its acts or defaults under this franchise; and the payment by the Company of any claims, liens and taxes due the City which arise by reason of the construction, operation or maintenance of the system. 115.(b). Whenever the City shall receive payment of any amount against the letter of credit pursuant to this Section 115, the Company shall pay to or deposit with the financial institution with whom it maintains said letter of credit an amount sufficient to replenish the letter of credit to its full value of fifty thousand dollars ($50,000.00) within ten (10) days after the Company has been tendered delivery by registered mail, return receipt requested, of the request for payment. The Cable Communications Officer shall be furnished with written proof of replenishment not later than twenty-four (24) hours after it is accomplished. 115.(c). If the Company fails to pay to the City any compensation within the time fixed herein or within this franchise ordinance; or fails, after ten (10) days' notice, to pay to the City any taxes due and unpaid; or fails to repay the City within ten (10) days any damages, costs or expenses which the City is compelled to pay by reason of any act or default of the Company in connection with this franchise; or fails, after three (3) days' notice of such failure by the City, to comply with any provision of this franchise which the City reasonably determines can be remedied by demand on the letter of credit, the City may immediately request and receive payment of the amount thereof, with interest and any penalties, from the financial institution holding the letter of credit. Upon such request for payment, the City shall notify the Company of the amount and date thereof. 115.(d). The rights reserved to the City with respect to the letter of credit are in addition to all other rights of the City, whether reserved by this franchise or authorized by law, and no action, proceeding or exercise of a right with respect to such letter of credit shall affect any other right the City may have. 115.(e). The letter of credit shall contain the following endorsement: "It is hereby understood and agreed that this letter of credit may not be canceled by the financial institution nor the intention not to renew be stated until thirty (30) days after receipt by the City, by registered mail, of a written notice of such intention to cancel or not to renew." 115.(f). Neither withdrawal of money by the City pursuant to this provision nor wording contained herein shall be construed as a limitation of the Company's right to contest penalties under Saint Paul Legislative Code, Section 430.037.

Saint Paul Legislative Code, App. H, art. I, § 116 Bonds.

Section 116. - Bonds. 116.(a). The Company shall file with the City Clerk and to maintain throughout the term of this franchise a labor and material payment bond in the amount of five hundred thousand dollars ($500,000.00). The City may require the Company to increase the amount of this bond if the City concludes that it is necessary to do so given the amount of construction being performed by the Company, or based upon the harm being caused by the Company to Streets or public or private property. 116.(b). Until such time as the Company has liquidated all of its obligations with the City, the Company shall file with the City Clerk and maintain throughout the term of this agreement a faithful performance bond running to the City in the penal sum of five hundred thousand dollars ($500,000.00) conditioned upon the faithful performance of the Company of all the terms and conditions of this franchise and upon the further condition that, in the event the Company shall fail to comply with any law, ordinance, rule or regulation governing this franchise, there shall be recoverable jointly and severally from the principal and surety of the bond any damage or loss suffered by the City as a result, including the full amount of any compensation, indemnification, or cost of removal or abandonment of property of the Company plus costs and reasonable attorney's fees up to the full amount of the bond. 116.(c). The bonds shall be subject to the approval of the City Attorney and shall contain the following endorsement: "It is hereby understood and agreed that this bond may not be canceled until sixty (60) days after receipt by the City Attorney, by registered mail, return receipt requested, of a written notice of intent to cancel or not to renew." 116.(d). The rights reserved by the City with respect to the bonds herein are in addition to all other rights and remedies the City may have under this franchise or any other law.

Saint Paul Legislative Code, App. H, art. I, § 117 Liability and insurance.

Section 117. - Liability and insurance. 117.(a). The Company agrees by the acceptance of this franchise to indemnify, keep and save the City free and harmless from liability on account of injuries or damage to persons or property arising out of the construction, maintenance, repair and operation of its Cable system. In the event that suit shall be brought or that recourse or damages shall be sought against the City either independently or jointly with the Company on account thereof, the Company, upon notice by the City, shall defend the City in any such suit or action at the cost of the Company, and in the event of final judgment being obtained against the City either independently or jointly with the Company, the Company shall indemnify the City and pay such judgment with all costs and hold the City harmless therefrom. 117.(b). The Company shall pay, and by its acceptance of the franchise, specifically agrees that it will pay all additional expenses incurred by the City in defending itself with regard to all damages and penalties mentioned in subsection 117.(a) above. These additional expenses shall include, but not be limited to, fees for outside attorneys and special consultants. 117.(c). The Company shall maintain, and by its acceptance of the franchise specifically agrees that it will maintain throughout the term of the franchise, liability insurance insuring the City and the Company with regard to all damages mentioned in subsection 117(a). in the minimum amount of the liability limits imposed on the City under Minnesota Statute Chapter 466.04 or as amended, or the following, whichever is higher: 117.(c).(1). $500,000.00 for property damage to any one person; 117.(c).(2). $2,000,000.00 for property damage in any one accident; 117.(c).(3). $1,000,000.00 for personal injury to any one person; and 117.(c).(4). $2,000,000.00 for personal injury in any one accident. 117.(d). The insurance policy obtained by the Company in compliance with this section must be approved by the City Attorney and such insurance policy, along with written evidence of payment of required premiums, shall be filed and maintained with the City Clerk during the term of the franchise, and may be changed from time to time to reflect rising liability limits. The Company shall immediately in writing advise the City Attorney of any litigation that may develop that would affect this insurance. 117.(e). Neither the provisions of this section or any damages recovered by the City thereunder shall be construed to or shall limit the liability of the Company under its franchise for damages. 117.(f). All insurance policies maintained pursuant to this franchise shall contain the following endorsement: "It is hereby understood and agreed that this insurance policy may not be canceled nor the intention not to renew be stated until sixty (60) days after receipt by the City, by registered mail, of written notice of such intention to cancel or not to renew." 117.(g). Nothing in this section shall relieve any Person from liability arising out of the failure to exercise reasonable care to avoid injuring the Company's facilities while performing any work connected with grading, regrading or changing the line of any Street or public place or with the construction or reconstruction of any sewer or water system. 117.(h). For purposes of this Article I, Section 117, the term "City" includes the City of St. Paul, its elected officials, officers, boards (including the Board of Water Commissioners), commissions or employees.

Saint Paul Legislative Code, App. H, art. I, § 118 Indemnification.

Section 118. - Indemnification. 118.(a). Company shall, at its sole cost and expense, fully indemnify, defend and hold harmless the City, its elected officials, officers, boards (including the Board of Water Commissioners), commissions and employees against any and all claims, suits, actions, liability and judgments for damages (including, but not limited to, reasonable expenses for outside legal fees and disbursements and liabilities assumed by the City in connection therewith): 118.(a).(1). To persons or property, in any way arising out of or through the acts or omissions of Company, its servants, agents or employees or to which Company's negligence shall in any way contribute; 118.(a).(2). Arising out of any claim for invasion of the right of privacy, for defamation of any Person, firm or corporation, or the violation or infringement of any copyright, trademark, trade name, service mark or patent, or of any other right of any Person, firm or corporation (excluding claims arising out of or relating to City or access programming); 118.(a).(3). Arising out of Company's failure to comply with the provisions of any federal, state or local statute, ordinance or regulation applicable to Company in its business hereunder; 118.(a).(4). Arising out of any claim for which Company has been adjudged liable or to have engaged in unlawful conduct which causes or has caused the City to deny a franchise to any other Person, partnership, corporation or other legal entity. The indemnification provided for herein shall not extend or apply to any acts of the City constituting a violation or breach by the City of the contractual provisions of the franchise ordinance, unless such acts are a result of the order of a court or administrative agency or are caused by the act or acts of Company. 118.(b). In the event that the City awards any additional cable communications franchise in any future franchise process to a firm other than Company, then Company agrees that it will not bring, nor cause to be brought, any action, suit or other proceeding claiming damages, or seeking any other relief against City, its officials, officers, boards (including the Board of Water Commissioners), commissions, employees or agents, for any award of a franchise made in conformity with applicable state and federal law. 118.(c). The cost and expense covered by the indemnities shall include, but not be limited to, fees for outside attorneys and special consultants. 118.(d). The City shall give Company reasonable notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this section. The Company shall cooperate with the City in the defense of any such action, suit or other proceeding at the request of the City; however, in the absence of such request, nothing herein shall be deemed to prevent the Company from cooperating with the City and participating in the defense of any litigation by its own counsel at the Company's cost and expense. 118.(e). No recovery by the City of any sum by reason of the letter of credit required in Article I, Section 115 shall be construed as any limitation upon the liability of the Company to the City under the terms of this section, except that any sum so received by the City shall be deducted from any recovery for the same damages which the City might have against the Company under the terms of this section. The provisions of this section shall not be dependent or conditioned upon the validity of this ordinance or the validity of any of the procedures or agreements involved in the award or acceptance of the franchise, but shall be and remain a binding obligation of the City and Company even if this ordinance, any part hereof, or grant of the franchise is declared null and void in a legal or administrative proceeding. It is expressly the intent of Company and City that the provisions of this section shall survive any such declaration and shall be a binding obligation of and shall inure to the benefit of the Company and City and their successors and assigns, if any. 118.(f). It is the purpose of this section to provide maximum indemnification to the City under the terms set out herein and, in the event of a dispute as to this section, it shall be construed to the greatest extent permitted by law to provide for the indemnification of the City by Company. 118.(g). Notwithstanding Section 117(g), to the extent permitted by law, Company shall have no monetary recourse whatsoever against City for any loss, costs, expenses, or damages arising out of any provision or requirement of this franchise, or Chapter 430 because of the enforcement of this franchise or Chapter 430, or any action taken pursuant thereto, including damages that may be caused by movement or removal of the Cable system during emergencies or in the course of any other activity of the City in the public streets or on public property, except in cases where the damage is the result of the City's gross negligence or willful misconduct. In no event shall the City be liable to the Company for any losses resulting from the interruption of its business, or for any other consequential damages, punitive damages or exemplary damages. The rights of City under this Section 118(g) are in addition to, and shall not be read to limit, any immunities the City may have under federal or state law or other provisions of this franchise.

Saint Paul Legislative Code, App. H, art. I, § 119 Service of process and consent to jurisdiction.

Section 119. - Service of process and consent to jurisdiction. The Company shall designate an agent within the City upon whom process against it may be served on behalf of the City or any other party in enforcing this franchise or in asserting any other right or claim. The Company, for such purposes, and any other purposes, hereby consents to, and submits to, the laws, jurisdiction and courts of the State of Minnesota or, for matters appropriate to federal court jurisdiction, to the United States District Court for the District of Minnesota.

Saint Paul Legislative Code, App. H, art. I, § 120 [Reserved for purposes of numbering]

Saint Paul Legislative Code, App. H, art. I, § 121 Sale or transfer of the franchise; sale or transfer of stock.

Section 121. - Sale or transfer of the franchise; sale or transfer of stock. 121.(a). The franchise shall not be assigned or transferred or leased, sublet or mortgaged in any manner whether by sale or lease of assets or transfer of control of the Company or its parents, or otherwise, either in whole or in part, nor shall title thereto, either legal or equitable or any right, interest or property therein, pass to or vest in any Person without the prior written consent of the City Council which shall not be unreasonably withheld. No authorization of the Council shall be required for any mortgage, pledge or other encumbrance of this franchise ordinance or the cable system as security for financing purposes, so long as: 121.(a).(1). the mortgage, pledge or other encumbrance may not allow any Person to succeed to the Company's interest in the franchise or the system without the prior approval of the City; and 121.(a).(2). the terms and conditions of the mortgage, pledge or other encumbrance must be subordinate to the terms and conditions of this franchise. 121.(b). The Company shall promptly notify the City of any actual or proposed change in, or transfer of, or acquisition by any other party, of control of the Company, or any other event constituting a transfer of the franchise, and shall file a request for approval of the transfer as provided in Chapter 430, containing such information as is required therein. The word "control," as used herein, is not limited to major stockholders, general partners and limited partners, but includes actual working control in whatever manner exercised. Without limiting the foregoing, a ten percent (10%) change or more in the ownership of Company shall be presumed to be a change in control. Every change, transfer or acquisition of control of the Company shall make the franchise subject to cancellation unless and until the Council shall have consented thereto, which consent will not be unreasonably withheld. 121.(c). The acts described in 121(a)—(b) are collectively referred to as "transfers," and the entity or entities to whom transfer is to be made is referred to below as the "transferee." 121.(d). For the purpose of determining whether it shall consent to a transfer, the City may inquire into the qualification of the prospective transferee, and the Company shall assist the Council in any such inquiry. The proposed transferee must show financial responsibility as determined by the City and must agree to comply with all provisions of the franchise. A request for a transfer will not be granted unless the Council determines that: 121.(d).(1). there will be no adverse effect on the public interest, or the City's interest; 121.(d).(2). the transferee will agree to be bound by all the conditions of the franchise and to assume all the obligations of its predecessor; and 121.(d).(3). any outstanding compliance and compensation issues have been resolved or are preserved to the satisfaction of the City. 121.(e). The consent or approval of the Council to any transfer shall not constitute a waiver or release of the rights of the City, and any transfer shall, by its terms, be expressly subordinate to the terms and conditions of the franchise and any amendments or agreements related thereto. 121.(f). In no event shall any transfer be approved without transferee becoming a signatory to the franchise, and any amendments or agreements related thereto.

Saint Paul Legislative Code, App. H, art. I, § 122 Right of municipal acquisition.

Section 122. - Right of municipal acquisition. 122.(a). In the event the Company forfeits or upon revocation or other termination of the franchise pursuant to provisions of this ordinance, or at the normal expiration of the franchise term, or in the event of any transfer, City shall have the right of first refusal to purchase the Cable system. The City may, if it chooses, acquire the Cable system and its assets and transfer the system and all its assets to a third party purchaser; without limitation, the City may enter into such a purchase agreement before acquiring the Cable system and its assets from the Company. 122.(b). If the City elects to purchase the System at the normal expiration of the franchise term, or upon transfer, the value of the Cable system shall be: the fair market value of the Cable system as an ongoing business concern, less the value of the franchise. The value of the Cable system shall be determined by a panel of three (3) independent appraisers agreed upon by the City and the Company. Should City and Company fail to agree upon the selection of three (3) independent appraisers, each shall select one appraiser. The two (2) appraisers so selected shall then select a third. If the City elects to purchase the System in the event of forfeiture, termination or revocation prior to the normal expiration date, the purchase price to be paid by the City shall be an equitable price. The parties agree that the equitable price shall be the Company's capitalization cost less depreciation. "Capitalization cost" shall mean the monies invested for the tangible assets that are being purchased, exclusive of intangible assets such as goodwill or value of the franchise. The date of valuation shall be no earlier than the day following the date for such forfeiture, termination or revocation. 122.(c). Upon exercise of this option and the payment of the above sum by the City and its service of official notice of such action upon Company, the Company shall immediately transfer to the City possession and title to all facilities and property, real and personal, of the Cable system, free from any and all liens and encumbrances not agreed to be assumed by the City in lieu of some portion of the purchase price set forth above; and the Company shall execute such warranty deeds or other instruments of conveyance to City as shall be necessary for this purpose. 122.(d). Notwithstanding the above, if the Cable system or any part of the Cable system is abandoned by Company, or if the Company fails to operate its Cable system in accordance with material provisions of this franchise during any time it is required to operate its Cable system, or the Company otherwise terminates its franchise, upon reasonable notice of at least thirty (30) days and an opportunity to be heard, the ownership of the Cable system or the abandoned portions thereof in Streets or on other Public property, or such portion as the City may desire, shall revert to the City and the City may sell, assign, or transfer all or part of the assets of the Cable system, or the City Council, at its option, may use or dispose of the system as it sees fit. The Company shall execute such quit claim deeds and other documents as may be necessary to transfer the Cable system or affected part thereof free and clear of liens and encumbrances to the City. 122.(e). Each contract entered into by Company with reference to its Cable system or operations under the franchise shall be subject to the exercise of the rights of the City under this Section 122. 122.(f). Nothing in this franchise in any respect affects the City's powers of eminent domain, or its right to exercise these powers with respect to the Cable system. 122.(g). The Company may not take any action that would interfere with the City's purchase rights, or take action that would have the effect of limiting the facilities and equipment available to the City. 122.(h). None of this Section 122(a)—(d) is intended to alter any rights the Company may have under 47 U.S.C. § 541(b)(3)(C).

Saint Paul Legislative Code, App. H, art. I, § 123 Certificate of confirmation.

Section 123. - Certificate of confirmation. The franchise shall cease to be of any force and effect if the Company fails to obtain any authorization required by state or federal law at the time required by such federal or state law.

Source: City of Saint Paul, Minnesota, City Charter, Legislative Code and Administrative Code (Municode Library, library.municode.com)URL: https://library.municode.com/mn/st._paul/codes/code_of_ordinances?nodeId=PTIILECO_AP_APXHCACOFROMSTPAIN_ARTIGRFRGEPRFetched: 11/1/2026