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Meeting Location: Municipal Center
City of
7100 147th Street West
Apple Valley, Minnesota 55124
TELECOMMUNICATIONS ADVISORY COMMITTEE SPECIAL MEETING AGENDA
July 21, 2014 - 4:00 P.M.
1. Called Meeting to Order
2. Approved Agenda
3. Regular Agenda Items:
A.Recommended Extension of Cable Franchise Agreement
B.Recommended Approval of Settlement of Cable Franchise Audit
C.Recommended Approval of Cable Company Request to Relocate PEG Channels
4. Adjourn
NEXT REGULARLY SCHEDULED MEETING:
Monday September 8, 2014 7:00 p.m. (Regular)
08 Meeting Location: Municipal Center
City of W.Wiley 7100 147th Street West
Apple Valley, Minnesota 55124
TELECOMMUNICATIONS ADVISORY COMMITTEE SPECIAL MEETING TENTATIVE
AGENDA
July 21, 2014 - 4:00 P.M.
1. Call to Order
2. Approval of Agenda
3. Regular Agenda Items:
A. Consider Extension of Cable Franchise Agreement
B. Consider Settlement of Cable Franchise Audit
C. Consider Cable Company Request to Relocate PEG Channels
4. Adjourn
NEXT REGULARLY SCHEDULED MEETING:
Monday September 8, 2014 7:00 p.m. (Regular)
APPLE VALLEYTELCOMMUNICATIONS
ADVISORY COMMITTEE
ORDER FOR SPECIAL COMMITTEE MEETING
I David Westbrook Chair of the Apple Valley Telecommunications Advisory
Committee,hereby order that a meeting o f the Committee be held at the Apple Valley
Municipal Center, 7 100 West 147'h.Street, on Monday the 2 1.st day of July, 2 014, at
o o'clock .m.,to consider extension of the cable fira .e ise, settlement of the cable
audit', and relocation of the PEG cable channels and.such other business as may come
before the Committee.
DATED this 15th Day of July, 2014.
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David Westbrook, Chair �.�.
SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement (the "Settlement Agreement") is made this
day of July, 2014, by and among the City of Apple Valley, Minnesota(the "City") and Charter
Cable Partners, LLC, ("Charter") (collectively referred to herein as "the Parties").
RECITALS
WHEREAS, Charter operates a cable system in the City and pays franchise fees and
public, education and government ("PEG') access fees (collectively "Fees") pursuant to
Ordinance 660 ("Franchise");
WHEREAS, the City and Charter are currently in renewal negotiations and wish to
pursue timely completion of those negotiations;
WHEREAS,the City and Charter agree to extend the Franchise until December 31, 2014
("Expiration Date") in order to complete renewal negotiations
WHEREAS, the City conducted an audit of the Fee payments made by Charter("Audit")
for the period from January 1, 2009, to December 31, 2011 (the "Audit Period");
WHEREAS, the City provided a copy of the Audit to Charter;
WHEREAS, subsequent to the Audit, Charter supplied additional information and
documentation showing Fee payments owed or to be paid for the period from January 1, 2012 to
the Expiration Date (together, the Audit Period and this period are the "Extended Audit Period");
WHEREAS, the Audit indicated that Charter underpaid Fees for the Extended Audit
Period;
WHEREAS, Charter disputed the Audit and arrived at a different conclusion than the
City;
WHEREAS, Charter agrees to submit payment to the City in the amount of$9,483.76 to
forever settle claims on Fees due to the City for the Extended Audit Period;
WHEREAS, the City and Charter now desire to conclude, settle, release and discharge
once and forever, all rights, claims, causes of actions, liabilities, disputes and demands relating to
the Audit and the payment of Fees during the Extended Audit Period;
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WHEREAS, the Parties further expressly agree that terms related to this Settlement
Agreement shall not be used by either Party as precedent on a going-forward basis in connection
with any future disputes between the Parties related to payment and collection of Fees;
NOW THEREFORE, in consideration of the foregoing, and in consideration of the
mutual promises and obligations hereinafter set forth, and for good and valuable mutual
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this
Settlement Agreement hereto agree as follows:
AGREEMENT
1. SETTLEMENT AMOUNT
The City and Charter have agreed that Charter shall submit payment to the City in the
amount of nine thousand four hundred eighty three dollars and 76/100 ($9,483.76) in full
settlement of claims regarding Fees for the Extended Audit Period. Charter agrees to pay this
amount to the City within forty-five (45) days after receipt of the executed Settlement Agreement
from the City. It is expressly understood and agreed that this settlement amount represents full
and complete satisfaction and compromise of any and all claims, actions, causes of action,
controversies, demands, damages, debts, agreements, obligations, liabilities, interest, liens,
expenses, costs, attorney's fees and demands of any kind or nature, known or unknown, arising
out of or in any way related to the City's claims. It is understood and agreed by the City and
Charter that nothing herein shall be deemed to be an admission of liability by Charter with
respect to the matter of this Settlement Agreement. Furthermore, Charter reserves and does not
waive any rights to dispute any or all findings of audits subsequent to the Extended Audit Period
and to recover the settlement payment from subscribers consistent with FCC regulations.
2. EXTENSION OF FRANCHISE
The City and Charter agree to extend the Franchise until December 31, 2014 and to
negotiate in good faith and seek to finalize the terms of a new franchise prior to December 31,
2014. Both parties reserve all their rights under applicable law including the applicable
provisions of the Cable Act. The Parties mutually agree to discuss and clarify the definition of
gross revenues in any renewal franchise agreement.
3. RELEASE OF CLAIMS
For the consideration set forth in this Settlement Agreement, the City does hereby release
and forever discharge Charter and its parents, subsidiaries, related affiliates and their respective
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officers, directors, shareholders, owners, partners, employees, agents, contractors,
representatives, predecessors, successors, assigns, insurers and attorneys, and each of them, from
any and all claims, demands, actions, causes of action, liabilities, obligations, losses, accounts,
debts, damages,judgments, costs, interest, expenses, attorney's fees and demands of any kind or
nature, known or unknown, arising out of or in any way related to the City's claims regarding
Fees paid during the Extended Audit Period. Furthermore, the Parties expressly agree that this
settlement, and/or the events leading up to it, including the dispute with respect to the Audit and
the payment of Fees during the Extended Audit Period, may not be used in any way in any
subsequent audits or judicial or administrative proceeding against Charter other than to enforce
the terms of this Settlement Agreement.
4. VOLUNTARY AGREEMENT
This Settlement Agreement is freely and voluntarily given by each Party, without any
duress or coercion, and after each Party has consulted with its counsel. Each Party has carefully
and completely read all of the terms and provisions of this Settlement Agreement. It is
understood and agreed by the City and Charter that nothing herein shall be deemed to be an
admission of liability by Charter with respect to the matter of this Settlement Agreement.
5. AUTHORITY AND BINDING EFFECT
The City and Charter represent and warrant to the other that each has the legal right,
power and authority to enter into this Settlement Agreement and to perform its obligations
hereunder. This Settlement Agreement will inure to the benefit of and be binding upon the
Parties and their respective successors and assigns. The Parties for themselves and their
respective successors and assigns agree to join in or execute any instruments and to do any other
act or thing necessary or proper to carry into effect this or any part of this Settlement Agreement.
6. ENTIRE AGREEMENT
This Settlement Agreement sets forth the entire agreement between the City and Charter
relating to the subject matter of this Settlement Agreement.
7. GOVERNING LAW
This Settlement Agreement, and any controversies arising hereunder, shall be interpreted
in accordance with the laws of the State of Minnesota and adjudicated in a state or federal court
of competent jurisdiction located in the State of Minnesota.
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IN WITNESS WHEREOF, the Parties have executed this Settlement Agreement as
their free and voluntary acts and deeds, effective as of the date first above written.
City of Apple Valley, Minnesota Charter Cable Partners, LLC.
By: By:
Its: Title:
By: By:
Its: Title:
Sworn before me this day of , 2014.
My Commission Expires:
Notary Public
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CITY OF APPLE VALLEY
RESOLUTION NO.
A RESOLUTION ALLOWING CHARTER TO
MODIFY AND RELOCATE THE LOCAL
COMMUNITY PROGRAMMING CHANNELS
WHEREAS, Charter Cable Partners, LLC, l/k/a Charter Communications ("Charter")
operates a Cable System to provide Cable Service within the City of Apple Valley ("City")
pursuant to a Franchise Agreement with the City ("Franchise");
WHEREAS, the Franchise requires Charter to dedicate five (5), six (6) MHz channels
for public, educational and government ("PEG') access programming managed by the City, and
provides that Charter shall not relocate any PEG access channel unless agreed to in writing by
the City;
WHEREAS, the City or its designee is currently programming four (4) channels with
PEG programming;
WHEREAS, Charter intends to transition to an all-digital platform for the delivery of
video channels and programming on or about August 1, 2014;
WHEREAS, as part of its all-digital conversion, Charter has requested the City's consent
to provide the PEG channels over less than six (6) MHz each and to relocate such channels in
accordance with Attachment A("Relocation");
WHEREAS, the City wishes to accommodate Charter's all-digital conversion and
Relocation request.
NOW, THEREFORE, the City resolves as follows:
1. The City consents to the Relocation as outlined in Attachment A effective
immediately.
2. The PEG access channels shall continue to be located on the basic service tier.
3. Charter has notified its subscribers of the PEG access channel relocation via direct
mail and shall provide further notice of the new PEG access channel locations as set forth below.
A. Charter shall list the PEG access channel locations in its on-air program guide
in a non-discriminatory fashion when compared to its commercial
programming channels.
B. Charter shall provide in-kind air time over the twelve (12) month period after
the date of this Resolution on advertiser supported channels (e.g. USA, TNT,
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TBS, Discovery Channel, etc.), on a run-of-schedule basis, for the purpose of
airing a City-produced announcement, not to exceed thirty (30) seconds in
length, explaining the PEG access channel(s) relocation. The aggregate value
of the in-kind air time shall not exceed Two Thousand Five Hundred and
No/100 Dollars ($2,500) based on advertising rates equivalent to those
Charter charges to commercial advertisers in the region. Upon request,
Charter will verify the schedule of the airing of such announcement(s).
4. Charter agrees that the City shall, within a reasonable time after a written request, have
no less than one (1) PEG Channel converted to a high definition ("HD") Channel. The
parties agree to work in good faith to reach mutual agreement on the terms and conditions
of such conversion.
5. Nothing in this Resolution shall be deemed to waive, resolve or settle any matters subject
to negotiation in relation to possible renewal of Grantee's franchise including the City's
need and interest in receiving additional HD channels. The parties expressly reserve all
rights in this regard.
Approved by the City of Apple Valley, Minnesota this day of 2014.
City of Apple Valley, Minnesota
By:
Its: Mayor
By:
Its: City Clerk
Accepted:
[Charter entity]
By:
Its:
Date:
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ATTACHMENT A
Current New Channel New Channel Service
Channel Number Level
Number
10 189 Basic (Digital)
12 187 Basic (Digital)
16 180 Basic (Digital)
22 188 Basic (Digital)
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