Definitions.
CABLE ACT
Title 47 of the United States Code, Chapter 5, Subchapter
V-A, 47 U.S.C. Section 521 et seq., as amended from time to time.
CITY
The City of Richmond Heights, Missouri, and its agencies,
departments, agents and employees acting within their respective areas
of authority.
FCC
The Federal Communications Commission, its designee or any
successor governmental entity thereto.
FRANCHISE AGREEMENT
A contract entered into in accordance with the provisions
of this Chapter between the City and a franchisee that sets forth,
subject to this Chapter, the terms and conditions under which a franchise
will be exercised.
FRANCHISE AREA
The area of the City that a franchisee is authorized to serve
by its franchise agreement.
FRANCHISE TRANSFER
1.
Any transaction in which:
a.
Any ownership or other right, title or interest of more than
ten percent (10%) in a franchisee or its cable system is transferred,
sold, assigned, leased, sublet, mortgaged or otherwise disposed of
or encumbered directly or indirectly, voluntarily or by foreclosure
or other involuntary means, in whole or in part;
b.
There is any change in or substitution of, or acquisition or
transfer of control of, the franchisee or any person which has more
than a ten percent (10%) interest in a franchisee or has responsibility
for or control over a franchisee's operations or over the system;
or
c.
The rights or obligations held by the franchisee under the franchise
are transferred, directly or indirectly, to another person.
2.
"Control" means the legal or practical ability
to direct the affairs of another person, either directly or indirectly,
whether by contractual agreement, majority ownership interest, any
lesser ownership interest, or in any other manner.
3.
A rebuttable presumption that a change, acquisition or transfer
of control has occurred shall arise upon the acquisition or accumulation
of a ten percent (10%) or larger ownership interest by any person
or group of persons acting in concert, none of whom already have more
than a fifty percent (50%) ownership interest, alone or collectively.
4.
Notwithstanding the foregoing, "franchise transfer" does not
include:
a.
Disposition or replacement of worn out or obsolete equipment,
property or facilities in the normal course of operating a cable system,
including the renewal or extension of equipment or property leases
and contracts;
b.
Acquisition, transfer, sale or other disposition of leases,
licenses, easements and other interests in real property in the normal
course of operating a cable system and not involving the relinquishment
of any right or power affecting the franchisee's ability to provide
services in whole or in part; or
c.
Pledge or mortgage of a franchisee's assets to a financial institution
in return for sums necessary to construct or operate (or both) the
cable system, provided that such pledge or mortgage and related agreements
obligate and limit such financial institution as follows: any foreclosure
or exercise of lien over the franchise or facilities shall only be
by assumption of control over the entire cable system; prior to assumption
of control, the institution shall notify the City that it or a designee
acceptable to the City will take control of and operate the system
and shall submit a plan for such operation insuring continued service
and compliance with this Chapter and all franchise obligations during
the term the institution exercises such control; and the institution
shall not exercise control for longer than one (1) year unless extended
by the City for good cause and shall prior to the expiration of such
period (as extended) obtain the City's approval of a franchise transfer
for the remaining term of the franchise or award of a new franchise
to another qualified person pursuant to this Chapter.
FRANCHISEE
A person that has been granted a franchise by the City in
accordance with this Chapter.
GROSS REVENUES
Any and all cash, credits, property or other consideration
of any kind or nature, received directly or indirectly, by a franchisee
or its affiliates or any person, arising from, attributable to or
in any way derived from the operation of a cable system to provide
cable services, including the studios and other facilities associated
therewith, within the City. "Gross revenues" include,
by way of illustration and not limitation, monthly fees charged subscribers
for any basic, optional, premium, per-channel, per-program or other
service; installation, disconnection, reconnection and change-in-service
fees; least channel fees; late fees and processing fees; franchise
fees; fees or payments received from programmers for carriage of programming
on the system (which does not include contributions to joint marketing
efforts); revenues from rentals or sales of converters or other equipment;
studio rental and production fees; advertising revenues; revenues
from program guides; and revenues from home shopping and bank-at-home
channels. "Gross revenues" shall not include any
taxes on services furnished by the United States, the State of Missouri,
the City or other governmental unit and which are collected by a franchisee
or other person on behalf of said governmental unit. "Gross
revenues" shall not include revenues of another person to
the extent already included in the "Gross revenues" of one (1) person hereunder, or any proceeds from the sale or exchange
of the system. "Gross revenues" shall not include
revenues for goods and services which are not provided over the system,
even if such goods and services are ordered using the system. In the
event a person receives revenues for operations within and without
the City of which no specific portion can be attributed to operations
in the City, "Gross revenues" with respect to such
revenues shall mean the portion thereof derived by multiplying such
revenues by a fraction, the numerator of which is the number of subscribers
in the City and the denominator of which is the total number of subscribers
in the area generating such revenues.
NORMAL OPERATING CONDITIONS
Those service conditions that are within the control of a
franchisee. Conditions that are not within the control of a franchisee
include, but are not limited to, natural disasters, civil disturbances,
power outages in excess of two (2) hours in length, telephone network
outages and severe or unusual weather conditions. Conditions that
are within the control of a franchisee include, but are not limited
to, special promotions, rate increases, regular peak or seasonal demand
periods, maintenance or upgrade of the cable system and power outages
of two (2) hours or less in length.
PERSON
An individual, partnership, limited liability corporation
or partnership, association, joint stock company, trust, organization,
corporation or other entity or any lawful successor thereto or transferee
thereof, but such term does not include the City.
PUBLIC RIGHT-OF-WAYS
The surface, the air space above the surface, and the area
below the surface of any public street, highway, lane, path, alley,
sidewalk, boulevard, drive, bridge, tunnel, park, parkway, waterway,
easement or similar property in which the City now or hereafter holds
any property interest which, consistent with the purposes for which
it was dedicated, may be used for the purpose of installing and maintaining
a cable system. No reference herein, or in any franchise agreement,
to a "public right-of-way" shall be deemed to be a representation
or guarantee by the City that its interest or other right to control
the use of such property is sufficient to permit its use for such
purposes, and a franchisee shall be deemed to gain only those rights
to use as are properly in the City and as the City may have the undisputed
right and power to give.
RFP
Stands for request for proposal.
SALE
Any sale, exchange or barter transaction.
SUBSCRIBER
Any person who legally receives any cable service delivered
over a cable system and the City in its capacity as a recipient of
such service.
USER
A person utilizing part or all of a cable system for purposes
of producing or transmitting video programming or other programming
services as contrasted with the receipt thereof in the capacity of
a subscriber.