§ 300. Subscriber network.

300.(a). Company will maintain and, as necessary, upgrade the portion of the Cable system primarily designed to provide Cable services to residential Subscribers so that it at all times complies with this Article III. At a minimum, the System must meet or have a design that provides a performance equal to or superior to a System with the following design. The parties acknowledge that as of January 1, 2014, the Company had fulfilled and completed the requirements of Sections 300(a)—(b) herein:

300.(a).(1). The system will use a fiber to the area node architecture (hybrid fiber-coax).

300.(a).(2). On average, the system will pass no more than 500 residential units per fiber node, and the plant from any node will not pass more than 750 residential units. On average, there will be no more than seven active components in a cascade from the headend to the tap from which a Subscriber is served, and no more than nine active components in any cascade.

300.(a).(3). All active distribution electronics will be 750 MHz equipment, or equipment of higher bandwidth. All passive electronic components will be rated at 1 GHz or higher.

300.(a).(4). The Cable system will be two-way activated.

300.(a).(5). All power supplies will be inspected and replaced as necessary to provide reliable service; back-up power supplies will be provided as described in more detail below.

300.(b). System functionality.

300.(b).(1). As designed, upgraded and maintained, the Subscriber network must have a reliability comparable to the reliability of the highest quality Cable systems whose initial construction or rebuild was completed after 1996. Reliability is measured in terms of number of outages, outage duration and number of Subscribers affected by outages.

300.(b).(2). As designed, upgraded and maintained, the Cable system must be adequately segmented to meet Subscriber demand.

300.(b).(3). As designed, upgraded and maintained, the Cable system must be able to deliver high quality signals that meet FCC technical quality standards.

300.(b).(4). The Cable system must be designed, and must be maintained so that it has the upgradeability and flexibility to provide new services without the need for substantial new network construction.

300.(b).(5). [Reserved for purposes of numbering]

300.(b).(6). The requirement that back-up power be provided requires 24 hour back-up at the headend, three hour rated back-up at each node, three hour rated backup covering coaxial amplifiers throughout the system, and six hour rated backup for hub sites and optical transition nodes. Such equipment shall be constructed and maintained so as to cut in automatically upon failure of the commercial utility power; to revert automatically to a standby mode when alternating current power returns; and so that it complies with all utility and other safety regulations to prevent the alternate power supply from powering a "dead" utility line so as to prevent injury to any Person. The term "rated" in this section refers to rated at 68 ^o F. Back-up power supplies will be monitored remotely to determine condition and when they have begun to operate due to loss of electrical power.

300.(b).(7). The System shall be capable of and shall deliver standard color and monochrome signals on all channels without noticeable picture degradation or visible evidence of color distortion or other forms of interference directly attributable to the performance of the Cable system; and without noticeable sound distortion. The Company shall use equipment generally used in high-quality reliable modern systems. This requires that equipment be installed at the headend to allow the Company to cablecast signals in substantially the form received, without substantial alteration or deterioration (for example, the headend should include equipment that will transmit color video signals received at the headend in color, and stereo signals in stereo). Equipment must be installed so that all closed captioning programming received by the Cable system shall include the closed caption signal so long as the closed caption signal is provided consistent with FCC standards.

300.(c). Company may use any transmission technology (as that term is defined in federal law), provided that the Cable system has characteristics that in all relevant respects meet or exceed the characteristics of the Cable system described by this Article III. By way of example and not limitation, the reference to a fiber to the node network does not prevent the provision of a fiber-to-the-home network.

300.(d). Company will deliver a substantially similar quantity and quality of video programming services to Subscribers in St. Paul as are delivered within the Twin Cities area.

300.(e). [Reserved for purposes of numbering]

300.(f). Throughout the franchise term, the Company shall provide and maintain all equipment necessary and all capacity necessary to allow for an audio and visual override on all channels simultaneously for public emergency announcements in a manner consistent with the state's emergency service plan and federal requirements.

300.(g). System changes.

300.(g).(1). If the Company moves its headend or its operations, it will ensure that subscribers are not adversely affected thereby in any respect.

300.(g).(2). If Company modifies its Cable system or its operations in a manner that has the effect of requiring modifications to public, educational and governmental ("PEG") use facilities and equipment, including institutional network facilities and equipment, the Company will bear any cost required to ensure that there is no adverse effect on the City or those the City authorizes to use the facilities and equipment; or on the persons responsible for managing the PEG access channels on the subscriber network. If for example, the Company moves its hub, and that relocation has the effect of requiring different or additional connections in order to maintain the quality and capability of links between the master control playback for the PEG channels and the Company's hub, the Company would provide such connections at its cost. Likewise, for example, if the Company changes the manner in which signals must be transmitted over the Cable system in order to be receivable by the Subscriber on the Subscriber's terminal equipment, the Company at its cost will provide such facilities and equipment as are necessary so the PEG use signals are useable at the terminal equipment.

300.(g).(3). Company will provide all Subscribers that receive only basic service with a Converter box or similar device that will allow them to receive the same channel numbers as Subscribers who receive expanded basic service.

300.(h). Access channels.

300.(h).(1). The Company shall make available for access programming purposes five channels on the subscriber network for PEG access use by entities designated by the City of St. Paul, as follows: three channels for public access; one channel for government access; and one for educational access. The parties recognize that under Minnesota State law, Company is also required to provide one channel for regional PEG access, but Company is only required to provide this channel for so long as it is required under state law, and the regional channel does not count against the channels described above. The term "channel" refers to the capacity required to satisfy the Company's obligations under this section, and any requirements of state or federal law.

300.(h).(2). The Company will not change the current channel positions of public (channels 14, 15, 19, and 20), government (channel 18), the regional channel (channel 6), or educational (channel 16) access channels delivered in standard definition format, unless new locations are mutually agreed upon by the Company and City or required by state or federal law. Other PEG signals will be grouped with other local broadcast channels; if local broadcast channels are grouped based in part on format, PEG and local broadcast channels carried in the same format will be grouped together. If it is not possible to group PEG and local broadcast channels together, PEG channels will be grouped in some other manner reasonably acceptable to City. Company shall assign each HD PEG channel a channel number near other HD local broadcast stations if such channel positions are not already taken, or if that is not possible, near HD news/public affairs programming channels if such channel positions are not already taken, or if not possible, as reasonably close as available channel numbering will allow.

300.(h).(3). The government access channels shall be administered solely by the City or its designee. The PEG use channels (other than the regional PEG use channel) shall be administered by an entity or entities designated by the City, or in such other manner as the City, in its sole discretion, determines. Where there is shared use of a channel, for PEG and non-PEG purposes, the Company shall administer non-PEG use of the channel.

300.(i). Access channel usage .

300.(i).(1). The City and the Company agree that the initial rules for use of the PEG access channels, facilities and equipment shall be the rules that were in effect as of January 1, 2014. The rules and procedures may be changed by the City, or by action of the Person responsible for managing a particular PEG channel (the "designated entity"). Provided, however, any rule for use shall be consistent with the requirements of Minnesota law, as the same existed on the effective date of this ordinance, and consistent with provisions of federal law prohibiting Company control of the editorial content of PEG channels. The Company shall be provided with a copy of any proposed amendments and a reasonable opportunity to comment on those amendments to the rules. The Company's approval of any amendment is not required and the Company is not responsible in any manner for the rules and procedures, or their application, except as state law requires that it be responsible for such rules.

300.(i).(2). All programming and/or information carried on the access channels, except for the leased access channels, shall be noncommercial in nature. As used herein, the term "noncommercial" shall mean that the programming and/or information carried on the access channels shall not include any advertising except such underwriting credits as may be allowed under the aforementioned access rules. No portion of any access channel other than the leased access channel shall be leased, transferred or otherwise assigned by the City and/or SPNN or other designated access entity to any third party for any purpose without the Company's written consent.

300.(j). The Company, at its cost, shall provide the necessary devices and connections, and maintain and operate the system so that:

(i) the City or the designated entities or users of PEG use capacity (through the designated entity) may transmit signals in "real time" upstream from distant locations to master controls for any of the PEG channels. This obligation may be satisfied by providing, maintaining and replacing as necessary up to three sets of mobile DOCSIS cable modems (or such other devices as may replace DOCSIS modems during the term of the franchise) and associated encoders, decoders or similar devices, that can be connected to the Subscriber network at permanent or temporary drops, subject to prior notification to Company, and that can use upstream capacity on the Subscriber network to transmit programming via the Subscriber network and the connections to PEG playback centers, and by configuring the equipment and connections so that signals can be transmitted to the playback centers equal to or of better quality than the PEG signals transmitted to Subscribers. Company may remove any modem, encoder, or similar device if it interferes with Company's delivery of Cable service.

(ii) the City may transmit signals upstream from City Hall playback facilities to the headend, to the designated entities' respective master controls and to Subscribers, receive video signals from designated providers and transmit those signals to Subscribers and other Users. The Company shall also maintain and operate the System and provide necessary connections so that signals can be routed onto the appropriate PEG use channels and so that designated entities may, from their respective master control sites, receive signals from and transmit signals to the headend and through the subscriber network on the appropriate channels. Designated entities must be able to control signals from distant locations and preview them before they are transmitted to Subscribers or other Users. The Company shall at all times provide a dedicated connection to the master playback controls for the PEG access channels with sufficient capacity so that each designated entity can program the channels under its control, and so that the full signals provided by the designated entity are picked up and delivered without deterioration or manipulation that may affect signal content or quality. In addition, the Company shall provide a connection with sufficient activated capacity so that the public access designated entities may program all the Subscriber network PEG channels for which they have playback responsibility simultaneously, and so the public access master playback control can preview signals originated elsewhere and route them onto the appropriate channels. The Company shall maintain and operate the System so that the City or its designated entities can take advantage of the capabilities of the System. The Company will, at City's request, provide and maintain connections so that PEG programming signals can be transported from origination points designated by the City to Subscribers.

300.(k). The Company shall further maintain and operate the System so that signals as received by Subscribers (whether originated at the master control or at distant locations) meet or exceed signal quality standards established by the FCC, or such other standards as may be required under other provisions of this franchise, but the Company is not responsible for signal quality problems that result from the failure of the City or an access user or designated entity to provide an adequate signal at the point the signal is delivered to the Company. Delivery is deemed to occur at the input of the modulator, cable modem, encoder or other device used to place a signal on the network so that it can be transmitted to the headend. The Company shall use components and provide maintenance services for PEG access channels and associated system equipment at least of the same quality as the components and maintenance services for other channels. The obligation to maintain and operate includes, but is not limited to, the obligation to provide connections and electronics, including temporary drops, and connections from the master control to the headend as required to accomplish the foregoing, including all necessary modulators and demodulators, cable modems, decoders, encoders or similar devices.

300.(l). Miscellaneous PEG requirements .

300.(l).(1). Company shall provide PEG access channels to Subscribers so that Subscribers may record, select and view PEG channels, and access or otherwise use other information provided with the signal in the same manner local broadcast channels and information provided with the broadcast channels can be recorded, selected, viewed and used. From a Subscriber viewpoint, there should be no difference between PEG and local broadcast channels (other than differences that are a result of the signal delivered to Company or as specifically provided in this agreement). Access channels and connections shall be provided so that designated entities may deliver, and Subscribers may receive, PEG signals equivalent in quality to local broadcast signals carried on the System, in the same formats as the primary local broadcast signals are delivered, subject to the provisions herein, and unless City directs otherwise.

While the parties recognize that while the primary signals of local broadcast stations are simulcast in standard definition (SD) and high definition (HD) formats, the Company's obligation with respect to carriage of PEG in HD and SD formats shall be as follows:

(a)

On the effective date of this agreement, or such later date as the City notifies the Company that it is prepared to deliver an HD signal, Company will provide one HD channel to City, provided that City shall give Company 120 days' notice prior to the date it requires carriage in HD.

(b)

Company will carry one additional channel requested by the City in HD format commencing 120 days after a City request for carriage, but not earlier than one year after the effective date of this franchise.

(c)

At any time after five (5) years from the effective date of this franchise, upon 120 days' notice to the Company, the City may elect to convert an additional existing channel from SD to HD. In other words, the total number of PEG channels available to the City shall not exceed 7, but the mix may be adjusted from 5SD/2HD to 4SD/3HD.

(d)

At such time as 80 percent of the Company's basic service tier channels are provided exclusively in HD format, the City may request, and the Company shall provide upon 120 days' notice, that the remaining SD PEG channels be converted to HD channels, subject to the other requirements of this section. The maximum number of PEG channels provided during the term of this franchise, in whatever combination of HD and SD signals may otherwise be required, shall continue to be seven. For purposes of calculating the 80% threshold, "on demand" programming and similar programming is not considered a channel, even if available to basic service subscribers.

(e)

Via the HD signals provide by the Company, City may either simulcast SD programming or differentiate HD and SD programming. The provision of an HD channel does not eliminate the Company's obligation to provide PEG in SD. While PEG access signals may be delivered to Company in multiple formats, if a signal is delivered in a higher quality format for simulcasting, Company will down convert the signal for simulcasting. Company is not required to convert a signal delivered in a lower quality format to a higher quality format. Designated entities have no obligation to provide a signal to the Company in a digital format.

(f)

Notwithstanding the foregoing, the Company need only provide an HD channel if the City certifies that the designated entity responsible for the channel will be able to program at least 5 hours of HD programming 5 days a week.

(g)

All PEG access channels must be receivable by Subscribers without special expense in addition to the expense paid to receive commercial services the subscriber receives. City acknowledges that HD programming may require the viewer to have special viewer equipment (such as an HDTV and an HD-capable digital device/receiver), but any Subscriber who can view an HD signal delivered via the cable system at a receiver shall also be able to view the HD PEG channels at that receiver, without additional charges or equipment. By agreeing to make PEG available in HD format, Company is not agreeing to provide free HD equipment to customers including complimentary municipal and educational accounts, nor to modify its equipment or pricing policies in any manner. City acknowledges that not every customer may be able to view HD PEG programming (for example, because they do not have an HDTV in their home or have chosen not to take an HD-capable receiving device from Company or other equipment provider) or on every television in the home.

300.(l).(2). The Company, upon request of a designated entity, will provide technical assistance or diagnostic services to determine whether or not the problem with the PEG signals is the result of matters for which the Company is responsible, and if so the Company will take prompt corrective actions.

300.(l).(3). The Company will provide any PEG access channels on the Basic Service tier throughout the life of the franchise, or if there is no basic tier, shall provide the PEG access channels to any Person who subscribes to any level of cable video programming service, and otherwise in accordance with federal and state law. If channels are selected through menu systems, the PEG access channels shall be displayed in the same manner as other channels, and with equivalent information regarding the programming on the channel. To the extent that any menu system is controlled by a third party, Company shall ensure that the Company will provide PEG listings on that menu system, if it is provided with the programming information by a designated entity.

300.(l).(4). The Company shall not charge for use of the PEG access channels, equipment, facilities or services.