Mediacom Franchise and PEG FeesL 2y
This Agreement (the "Agreement") is made this 9th day of January, 2012 ("Effective Date"), by
the City of Chanhassen, Minnesota (the "City") and Mediacom Minnesota, LLC ("Mediacom").
WHEREAS, Mediacom operates a cable system in the City and pays franchise fees and PEG
access fees (collectively "Fees") pursuant to a Cable Television Franchise Agreement adopted by
the City on May 26, 1998 pursuant to Chapter 7.5 of the City's Code of Ordinances
("Franchise"); and
WHEREAS, Mediacom and City have identified inadvertent accounting errors which they wish
to correct for the time period beginning with the effective date of the Franchise, May 26, 1998
until the Effective Date of this Agreement ("Accounting Period"); and
WHEREAS, Mediacom and the City now desire to conclude, settle, release and discharge once
and forever, all rights, claims, causes of actions, liabilities, disputes and demands arising out of
or in any way relating to the Fees during the Accounting Period ("Claims"); and
WHEREAS, the City and Mediacom have also agreed to amend the Franchise to clarify how
certain fee payments will be calculated going forward.
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 Agreement
hereto agree as follows:
AGREEMENTS
1. AMOUNT
Within thirty (3 0) days after the Effective Date of this Agreement, Mediacom shall submit
payment to the City in the amount of Six Hundred Twenty Five Thousand Dollars ($625,000.00)
("Payment"). It is expressly understood and agreed that the Payment represents full and
complete satisfaction and compromise of any and all Claims. It is further understood that the
Payment shall not constitute "Gross Revenue" in whole or in part as that term is defined in the
Franchise.
2e USE OF AMOUNT
The Payment shall not be restricted in any manner and may be used by the City for any lawful
purpose Wj1;c1 the City may designate and on a time frame Yvithin the City's discretion.
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3. RELEASE
For the consideration set forth in this Agreement, the City does hereby release and forever
discharge Mediacom, its parents, subsidiaries, officers, directors, shareholders, employees,
predecessors, successors and assigns of and from any and all Claims.
4. AMENDMENT
Within sixty (60) days of the execution of this Agreement, the City and Mediacom shall amend
the Franchise to address the calculation of franchise fees. Mediacom shall be held harmless from
any claims regarding franchise fees arising from or related to the amended language below from
and after the Accounting Period until such time as this amended language is effective.
Proposed Franchise Amendment - Chapter 7.5, Section 1.2 (0, is amended to add a
sentence:
"Gross Revenue shall not include PEG fees, tower rent, network capacity and facilities rent for
the. provision of non -cable voice service or non -cable data services, nor the amount of any other
fee, tax, assessment, or charge of any kind imposed by any governmental authority on the
transaction between the Grantee and the Subscriber."
5. VOLUNTARY AGREEMENTINO WAIVER OF RIGHTS
This 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 Agreement. It is understood and agreed by the City and
Mediacom that nothing herein shall be deemed to be an admission of liability by Mediacom with
respect to the matter of this Agreement. Nothing herein shall be deemed to be a waiver of any
rights or obligations that City and Mediacom have that are not otherwise specifically addressed
int is Agreement.
6. CONFIDENTIALITY
The City and Mediacom worked cooperatively to identify the inadvertent accounting errors
which they addressed in this Agreement and shared confidential data and documents that would
normally not be provided. The City agrees to keep confidential any proprietary or confidential
books or records to the extent permitted by applicable local, state and federal law ("Applicable
Law"). If the City receives a request to disclose such information under the Minnesota Data
Practices Act or other Applicable Law, the City shall promptly inform Mediac6m prior to
disclosing such information and give Mediacom an opportunity to object and seek relief at its
own expense before a court of competent jurisdiction.
7. BINDING- EFFECT
This 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, assigns and
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legatees 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 Agreement.
8. GOVERNING LAW
This Agreement, and any controversies arising hereunder, shall be interpreted and adjudicated in
accordance with the laws of the State of Minnesota and venue for any actions brought under this
Agreement shall be located in state or federal court within the State of Minnesota.
IN WITNESS WHEREOF, the parties have executed this Agreement as their free and voluntary
acts and deeds, effective as of the date first above written.
CITY OF CHANHASSEN, MINNESOTA
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Mayor Cz-
MEDIACOM MINNESOTA, LLC
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Its:
By: C-0�w
ity Clerk
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