97-869� �
y�
Council File # l� -' O b�
Ordinance #
Green Sheet # o'�� S d
Presented By
Referred To
ORDINANCE
CITY OF SAINT PAUL, MINNESOTA
Committee: Date
2 an ordinance amending Legislative Code Appendix H;
3 incorporating the terms of the Transfer and Franchise
4 Modification Agreement dated November 13, 1996, between the
5 City of Saint Paul, Continental Cablevision of St. Paul, Inc.,
6 Continental Cablevision, Inc. and US West, Inc.
THE COUNCIL OF THE CITY OF SAINT PAUL DOES ORDAIN:
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Section 1.
Legislative Code AppendiY H, Article I, Section 6, is hereby amended to read:
Section 6. Agreement.
Company agrees to be bound by all the terms and conditions contained herein.
The company also agrees to provide all services specifically set forth in its application,
as amended pursuant to the Settlement Agreement dated September 15, 1992 (' "Settlement
Agreement") between the city and company, including E7chibit 9 attached thereto, to provide
cable communications service within the boundaries of the Ciry of Saint Paul and by its
acceptance of the franchise, the company specifically grants and agrees that its application, one
record copy of which was submitted on March l, 1983, and marked as the official copy and
which is on file in the office of the ciry clerk,and the Transfer and Franchise Modification
Agreement dated November 13, 1996, between the city and the company ("Transfer
Agreement") are hereby adopted and made a part of this franchise and this ordinance, subject
to the amendments set forth in E�ibit 9. In the event of conflicts or discrepancies between the
application of the company and the provisions of this ordinance, that provision which provides
the greatest benefit to the city, in the opinion of the city, shall prevail. Provided that, from and
after September 15, 1992, the right to enforce the provision which provides the greatest benefit
where there is a conflict, is specifically limited by the modificauons set forth in the Settlement
Agreement, including E�ibit 9, and the rebuttable presuruption set forth in the Settlement
Agreement Q 21.c.
Section 2.
Legislative Code Appendix H, Article I, Section 10.a., is hereby amended to read:
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Section 10. Fees, payment of fees and penalties.
a. Throughout the term of this franchise, company shall pay to city a franchise fee of five (5)
percent of all gross revenues. No other forms of compensation or confenal of benefits upon
the city shall be allowed other than the filing fee and payment required of the successful
applicant as established by ciry to recover the costs of franchising and any other additional
payments wluch are required by the terms of this franchise. Company agrees to support any
waiver required by the FCC for the established franchise fee. The aunual fee may be subject to
renegotiation at such time as federal or state authorities no longer regulate the amount of the
fee. If company and city do not agree in renegoriations, they shall submit the issue to
arbitration as set forth in Saint Paul I,egislative Code, Secuon 430.035. The company agrees to
pay the franchise fee required herein for the franchise term, and waives any right to modify it
to elinuuate or reduce it below five (5) percent of gross revenues and waives any claun or
defense against the ciry that the franchise fee provision is unenforceable or unlawful for any
reason for the franchise term. Company agrees that, through the Settlement Agreement
between it and the city dated September 15, 1992, and through the Transfer and Franchise
Modification Agreement dated November 13, 1996, it has been fully compensated for
payments made to the city or its designated entity, and for costs incuned by the company,
prior to the effective date of that Transfer and Pranchise Modification Agreement, and has
been fully compensated for payments to be made to the city or its designated entity or costs to
be incuned by the company under that Settlement Agreement and that Transfer and Franchise
Modification Agreement, that might be or might have been deemed a payment in excess of the
franchise fee limits established by the Cable Communications Policy Act of 1984. The parties
agree that any amounts company is required to pay during the term of ttus franchise, as
modified in accordance with the Settlement Agreement and the Transfer and Franchise
Modification Agreement, that are in excess of five (5) percent of gross revenues are not
franchise fees within the meaning of the Cable Communications Policy Act of 1984 or any
other applicable law and fall within one of the exceptions thereto. Without limiting the
foregoing, company specifically waives a11 claims or defenses that have been or could be raised
now or in the future for any amounts paid (including recovery of legal fees and costs), and for
the time value of money spent in connection with the NorWest case, INET and INET
development fund expenditures and interest on any prepaid franchise fees. Without limiting the
foregoing, company also specifically waives all clanns and defenses that could be raised now
or in the future for credits against franchise fees for future payments made under the
Settlement Agreement and under the Transfer and Franchise Modification Agreement and the
time value of money for future payments made for INET and interactive projects. Company
shall not uritiate any proceedings claiming that payments under the Transfer and Franchise
Modificarion Agreement dated November 13, 1996, constitute francluse fees subject to federal
franchise fee limitations and company will not raise a claim or defense to the contrary in any
forum.
Payment will be made to city with an itemization of the gross zevenues.
Section 3.
I.egislative Code Appendix H, Article I, Section 23.c., is hereby amended to read:
Section 23. Sale or transfer of the franchise; sale or transfer of stock.
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c. The consent or approval of the council to any transfer of the company shall not constitute a
waiver or release of the righu of the city in and to the streets, and any transfer shall, by its
terms, be expressly subordinate to the terms and condirions of the franchise and ihe Settlement
Agreement dated September 15, 1992, between the ciry and the company and to the Transfer
and Franchise Modification Agreement dated November 13, 1996, and thereby assunung all
obligafions thereunder.
Section 4.
I.egislative Code Appendix H, Article I, Section 23.e., is hereby amended to read:
Section 23. Sale or transfer of the francluse; sale or transfer of stock.
e. In no event shall a transfer of ownership or control be approved without successor in interest
becoming a signatory to the franchise agreement, the Settlement Agreement dated September
15, 1992, between the city and the company, and the Transfer and Franchise Modification
Agreement dated 1Vovember 13, 1996.
Section 5.
Legislative Code Appendix H, Article III, Section 2, is hereby amended to read:
Section 2. Institutional network.
g. Pursuant to the Transfer and Franchise Modification Agreement dated November 13,
1996, the Company will pay the Ciry $1OQ000 no later than January 15, 1997, for the Ciry's
development of the Institutional Network.
Section 6.
This ordinance is effective upon the written agreement of the company to its terms, or
30 days after its passage, approval and publication, whichever is later.
Requested by DeparCment of:
sy:
App
Hy:
By:
Form App , ed by City A rney
B � (.! , �/L�
�-30-97
Approved by Mayor for Submission to Council
By:
PnRrrcurn
SEP 131997
Adopted by Council: Date __�\���� ` \
Adoption Certified by Council Se etary
�t� - SGa
DEPARTMENT/OFFICFJCOUNCIL ' DATE INRIATED N� 3 2 7 5 0 ��
Technoli � em t ervice Ju 2 1 REEN SHEE _. —
CANTACTPEFi50 PHONE INITIAVDATE INRIAVDATE
O DEPARTMENT DIpECTOR O CRY CAUNCIL
ASSIGN OCfTVATTOflNEY �CITYCLERK
lAUST 8E N CqUNCIL AGEN�A BY (OATE) pU � BU�GEf DIRECTOH O FIN.B MGi SERVtCES �IR.
OROER O MAVOR (OR ASSISTANT) �
TOTAL # OF SIGNATURE PAGES (CLIP ALL LOCATIONS FOR SIGNATURE)
AC770N PEQUESTED:
Approve an ordinance amendmen� to Append� H of the Saint Paul Legislative Code.
RECOMMENOnnONS: Approve (A) or Reiect (it) pERSONAL SERYICE CONTRACTS MUST ANSWER THE FOLLOWING �UESSIONS:
_ PLANNING GOMMISSION _ CIVIL SEAVICE COMMISSION 1. Has Nis person/Firm ever worketl under a comract Por ihis departrnent? �
_ CIB COMMIT7EE _ YES NO '
2. Has this person/firm ever been a city employee?
_ STAFF — YES NO
_ DISTpICT COURT _ 3. Does this personRirm possess a skill not normally possessetl by any curtent c'rty employee?
SUPPOATSWNiCXCOUwCILO&lECf1VE9 YES NO
Erzplain all yes ansWers on separate sheet and attach to green sMeat
INITIATING PflOBLEM, ISSUE, OPPORTUNIN (Who, Whflt, Wlren, Where, W�y):
The City Council approved a transfer of the cable system from Continental Cablevision to US West
in November of 1996. The terms of that agreement need to be codified into the City Ordinance.
ADVANTAGES IFAPPROVED: �
The ordinance will be up to date
DISADVANTAGE���ROVED:
DISADVANTA6E5 IF NOT APPROVED:
The ordinance will not be up to date.
TOTAL AMOUNT OF THANSAC710N $ COS7/REVENUE BUDGE7ED (CIRCLE ONE) YES NO
FUNDIfdCa SOURCE ACTIVI7Y NUMBER
PINANCIAL INFOFMA710N: (EXPLAIN)