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Home My WebLink About0902_001DEPUTY VILLAGE CLERK ALL i1flINUTES COMMITTEE OF THE WHOUt DECEMBER 8, 1998 14, CALL TO ORDER Mayor Farley called the meeting to order at 7:34p.m. Present at the meeting were: Trustees George Clowes, Timothy Corcoran, Paul Hoof rt, Richard Lohrstorfer and Daniel Nocchi. Absent from the meeting was Trustee Irvana Wilks. Staff members present included Village Manager Michael E. Janonis and Assistant Village Manager David Strahl. Approval of Minutes from November 24, 1998. Motion made by Trustee Corcoran and Seconded by Trustee Lohrstorfer to approve'the Minutes. Minutes were approved unanimously. IV* CABLE FRANCHISE POLICY DISCUSSION Assistant Village Manager David strap[ provided a general overview of the Cable negotiations to date with TCL He outlined the negotiation process itself and stated that the FCC regulates the negotiation process significantly, therefore,■ there are ■ only limited items that can be discussed at the table. The Village also cannot just decide to not renew the Agreement because of Federal regulations unfortunately. Many other communities that surround Mount Prospect have completed their negotiations with TCl, therefore, the Village has benefited from what has been provided to them by the cableprovider. The latest extension will expire on February 1, 1999. According to the Agreement, extensions can only be granted in six-month increments. The Agreement itself is written in such a way to minimize possible hurdles to any competition, which may occur. Competition is in place in Arlington Heights, Prospect Heights and Des Plaines. Ameritech New Media remains interested in negotiating an Agreement with Mount Prospect to provide alternative service to the residents. a A number of issues are included in the material in which I am requesting direction from the Village Board on: Number of PEG Channels. Previously, the Village had a minimum numbe of five channels regardless of the provider. However, limitations b E Ameritech only allow for four channels. Since the Village has eight PE channels at this time, the Agreement includes the provision that th additional unused channels be reduced after one year. Staff woul recommend an Agreement with a minimum of four PEG channels. to*% %:)eneral comments from Village Board members included the following items: There was some concern about reducing the number of PEG channels prematurely 0 just to obtain interest from Ameritech. The improvements in technology should allow for incremental expansion of the number of channels. John Higgins of TCI explained the language, which triggers the additional PE channels based on usage levels. I Consensus of the Village Board was to reduce the number of PEG channel tM four as recommended by staff. i 2. Gross Revenues. There is a potential revenue loss of $25,000 if the Village accepts the staff recommendation. Ameritech has steadfastly negotiated a revision to the definition of Gross Revenues to exclude advertising revenue. While the TCl Agreement includes the revenue definition which allows for I advertising revenue to be part of Gross Revenues, if and when competition arrives by way of Ameritech, this revenue will undoubtedly be reduced. General comments from the Village Board members included the following items: Some Board members felt that competition would improve service and thi reduction in revenue appears to be a cost of doing business. Consensus of the Village Board was to accept staff recommendation to revise JILLhe definition of Gross Revenues to exclude advertising revenues 'if and when the Ameritech Agreement becomes closer to reality. 3. Public Access Studio. The Studio would remain at the TCl facility for the foreseeable future. Agreements with other communities require the studio be within five miles of their borders and since the studio already is in Mount Prospect, the likelihood of it moving appears to be remote. However, once competition does arrive, there is a possibility that a Grant would be provided by TCI or another provider with 1 % of revenues earmarked for operations of the studio. Also, the Village under the leadership of Ross Rowe has N 0 spearheaded a discussion among other surrounding biommunities for a regional non-profit Agreement, however, such an Agreement is not a priority with other communities as it is with Mount Prospect because of the number of public access users. Staff would. recommend the standard language be included in the Agreement which requires a studio within five miles of the community and acknowledge the fact that funding arrangements for the studio operations will likely be altered once competition is in place. General comments from the Village Board members included thefollowing items: There was some concern regarding the amount of storage space currently provided at the studio in Mount Prospect. There was also discussion concerning the overlap of trained users between Channel 17 and the public access stations themselves. A Duiratioft#* 71 , A , The Franchise Agreem' enit is for t6in years instead of the typical 15 years,, ca if the, bile system is upgraded within the - as, in the previous Ag reeme; nt, 'however, I first five years of the Agreement, the Agreement will automatically be extended by five years. Interest on Late Payments: There is additional language, which allows for interest to be assessed for late payments in addition to the penalty itself. Annual Certiflcates of Insurance,* This language requires TCI top rovide necessary Certificates of Insurance and Bonds on an annual basis to the Village. Enhanced Liquidated Damages: After the standard penalty of $100 ... for a get number of days, additional penalties are assessed at $250 a day if the situation is not resolved. Government Channel Location: The Village government channel has been moved several times in the last five years. Staff felt it was critical to maintain viewership by keeping the channel location at the lowest number on the dial as possible. There was also concern regarding the location of the channel whereby two blank channels would discourage channel surfing to find the government channel. The Village retains the option of placing government channel programming at any location among the designated PEG channels, therefore, the Village government channel will be placed at the lowest numbered channel available. General comments from Village Board members included the following items: There was a request concerning the status of the system upgrades as outlined by K TCI. There w,�s also a discussion regarding Internet access through the at-hom service. A question was raised regarding the Lifeline service, which was provide by a previous Franchise carrier before TCI bought the system. • Higg'ins provided a letter to the Village Board outlining the proposed system upgrades. He also stated that he would expect the at-home service to be available in 1999 with the upgrade currently underway to provide this service. He stated that basic channels as prescribed by the FCC must include specific channels on specific locations. He also stated that TCI chose not to have an increase in rates in June of 1998 so that the basic service was readily available for as many subscribers as possible. Consensus of the Village Board was to move the draft Agreement forward for final approval by the Village Board at an upcoming Village Board meeting. ■ . ............ . Trustee Clowes stated that the Youth View program on channel 35 will cover the subject of youth drinking and driving. Fmei UNNIN Village Manager Janonis reminded Board members and the audience that Coffee with Council is scheduled for December 12 from 9:00 a.m. until 11:00 a.m. at the Village Hall. iq�p 11111liq DS/rcc H:\GEN\Cow\Minutes\1 20898 COW Minutes.doc Respecftlly subm*ttedl DAVID STRAHL Assistant Village Manager 2 -T INTRODUCTION The voluntary accreditation program for law enforcement agencies is a joint effort of the Commission on Accreditation for Law Enforcement Agencies, Inc., and four major law enforcement executive mem- bership associations: - International Association of Chiefs of Police; - National Organization of Black Law Enforcement Executives; - National Sheriffs' Association; and the - Police Executive Research Forum. April 1994 Xiii ......... AW # "Accreditation allows an agency to wn44... its own policies and procedures based on standards which have been studied and accepted nationwide, and now inter- nationally. These policies give me a secure base to answer any challenge." Sheriff Johnny Alack Brown Greenville County, SoLah Carolina FF ... accreditation is not a 'one-shot' program, but rather an ongoing commitment to long-term excellence. City Manager Mark Nagel Anoka, Minnesota "There are many byproducts of our accreditation effort, but the most important is the professional esteem that each officer has for himself and his fellow officers in the department --that we did Chief Bobby Moody Covin qton, Georgia "Accreditation is like the 'Good House- keeping seal of approval.' It allows us 10 provide improved and expanded police services to passengers, employees, and the public. Chief 77zomas J. Sardino AMTRAK Police Department Ff...we are now operating from standards, xnd those standards have been developed by some of the finest minds in law enforcement. " I Colonel Thomas W. Ric Ohio State Highway Patri Copyright @1993, Corri"Ussion on Accreditation for Lmv Enforcement Agencies. Inc. The Benefits Controlled liability insurance costs",� N Accredited status makes it easier for agencies\w.. purchase police liability insurance; allows agencies to increase the limit of their insurance coverage more easily; and, in many cases, results in lower premiums. Stronger defense against lawsuits and citizen complaints. Accredited agencies are better able to defend themselves against lawsuits and citizen complaints. Many agencies report a decline in legal actions against them once they become accredited. Greater accountability within the agency. Accreditation standards give the Chief Executive Officer a proven management system of written directives, ,,,sound training, clearly defined lines of authority, and routine reports that support decision- making and resource allocation. Staunch support: from, Accreditation provides, objecu've evidence, of wi agency's commiltmient to excellence its resource, ma,nagement, and s.,e1ce-(Je1UverY. W!"Ints, governme'rit officials are rnore, confident *1 n the agency's ability to oixratc, efficictitly and met community needs. J'nlc�rease,d` communily advocacy. Accredion erntx)dies di,c precepts ofd coram n comui tant"ty-, o oriented p—ohicing. It, creates, a, f6ru m. n which p fice, and citizerts 'work together to prevent and control nispartne i , tunder-sUmd, the crime. rship, helps citizens ch,eallenges confronting law enforceme nt and gives law enforcement clear direction about community expectations. Improved employee morale. Accreditation is a coveted award that symbolizes prof7e. iona,lisin excellence, and, cotap=nce. It coves training to linforill requires written direct," s twd tra4n6 11 I employees about, policies and, pract, I ices-( facilitles.* an(l oc equipment, to enstire ernployees" safety; and presses to safeguard eni,lployees' righm Emloycest,ake pride; in, their, department, knowing, it represent's, tic very, best in law enforcement. 5 -;-tlrll 04 il # ------------------ The S5tandards Topics covered. The standards address six major law enforcement subjects: (1) role, responsibilities, and relationships with other agencies; (2) organization, management, and administration; (3) personnel administration; (4) law enforcement operations, operational support, and traffic law enforcement; (5) prisoner and court -related services; and (6) auxiliary and technical services. Goals. The standards help law enforcement agencies (1) strengthen crime prevention and control capabilities; (2) formalize essential management procedures; (3) establish fair and nondiscriminatory personnel practices; (4) improve service -delivery; (5) solidify interagency cooperation and coordination; and (6) boost citizen and staff confidence in the agency. Compliance. Agencies that seek accreditation are required to comply only with those standards that are specifically applicable to them. Applicability is based on two factors: an agency's size and the functions it performs. Applicable standards are categorized as mandatory or other -than -mandatory. Agencies must comply with all applicable mandatory standards and 80%, of applicable other -than -mandatory standards. If an agency cannot comply with a standard because of legislation, labor agreements, court orders, or case law, waivers can be sought from the Commission. "What" not "how." Seeking to establish the best professional practices, the standards prescribe "what" agencies should be doinLy, but not "how" they should be doing it. 'Mat decision is left up to the individual agency and its Chief Executive Offlicer. History. Staffs of the Commission's four law enforcement founders drafted the initial standards. Law enforce- ment practitioners and researchers reviewed them, and they were subjected to structured field tests in different sized law enforcement agencies before being finally adopted by the Commission in 1983. The Commission's Committees monitor the standards for needed additions, revisions, and interpretations. I L.The Commission Four founding associations. In 1979, the Commission was created through the combined efforts of four major law enforcement organizations: the International Association of Chiefs of Police, National Organization of Black Law Enforcement Executives, National Sheriffs' Association, and Police Executive Research Forum. These organizations continue to serve in an advisory capacity to the Commission and are responsible for appointing members of the Commission's Board. Purpose of the Commission. The Commission was formed for two reasons: to develop a set of law enforcement standards- and to establish and administer an accreditation process through which law enforcement agencies could demonstrate, vol'untarily, that they meet professionally - recognized, crit l_e�daor excellence in managenient, and service -delivery. Organization of the Board and staff. The 21 -member Commission is composed of I I law enforcement professionals and 10 representatives of the public and private sectors. Commissioners serve three-year, staggered terms. The Commission meets three times a year to accredit and reaccredit agencies and provide guidance for Commission operations. The Commission's staff manages the accreditation process from application through accreditation and later reaccreditation. Under the leadership of an Executive Director, the staff is organized into a Field Operations Division, which works directly with the many agencies in the accreditation system, and a Support Services Division, which handles contracts, finances, publications, meeting logistics, and marketing. Private, non-profit status. The Commission is a private, non-profit corporation. It is not part of, or obligated to, any governmental unit. Fees paid by law enforcement agencies defray the, Commission's major operating costs. The Commission's authority is derived solely from the voluntary par-ficipaLlon of law enforcement agencies in the accreditation program. I MOUNT PROSPECT,';ILLINOIS POLICE DEPARTMENT NEWS RELEASE FOR IMMEDIATE RELEASE CONTACT: Sergeant Michael Semkiu Mount Prospect Police Department 112 E. Northwest Highway Mount Prospect, IL 60056 (847) 870-5678 ACCREDITATION ASSESSMENT TEAM INVITES PUBLIC COMMENT (Mount Prospect, Illinois, January 1999) — A team of assessors from the Commission on Accreditation for Law Enforcement Agencies, Inc. (GALEA), will arrive January 30th to examine all aspects of the Mount Prospect Police Department's policy and procedures, management, operations, and support services, Chief Pavlock announced today. Verification by the team that the Mount Prospect Police Department meets the Commission's state-of-the-art standards is part of a voluntary process to gain accreditation — a highly prized recognition of law enforcement professional excellence, he said. As part of the on-site assessment, agency employees and members of the community are invited to offer comments at a public information session on February 1st at 7:00 p.m. The session will be conducted in the General Meeting Room of the Senior Center, 50 S. Emerson Street, Mount Prospect, Illinois. If for some reason an individual cannot speak at the public information session but wou'Id still like to provide comments to the assessment team, h,e/she may do so by telephone. The public may call847-772-0918 on February 2nd between the hours of 1:00 p.m. and 5:00 p.m. Telephone comments as well as appearances at the public information session are limited to 10 minutes and must address the agency's ability to comply with GAL -:A's standards. A copy of the standards is available at the Mount Prospect Police Department. Local contact is Sergeant Michael Semkiu at 847-870-5678. Persons wishing to offer written comments about the Mount Prospect Police Department's ability to meet the standards for accreditation are requested to write: Commission on Accreditation for Law Enforcement Agencies, Inc. (CALTA), 10306 Eaton Place, Suite 320, Fairfax, Virginia, 22030-2201. The Mount Prospect Police Department must comply with 436 standards in order to gain accredited status, Chief Pavlock said. The Accreditation Program Manager for the Mount Prospect Police Department is Sergeant Michael Semkiu. He said the assessment team is composed of law enforcement practitioners from similar but out-of-state agencies. The assessors will review written materials, interview individuals, and visit offices and other places where compliance can be witnessed. The assessors are: Charles Reynolds, retired Chief of Police, Dover, New Hampshire and former GALEA Commissioner; Lee Potter, Accreditation Manager, Rockville City Police Department, Maryland; and Captain John McCullock, Maryville Police Department, Tennessee. Once the Commission's assessors complete their review of the agency, they report back to the full Commission, which will then decide if the agency is to be granted accredited status, Sergeant Michael Semkiu stated. Accreditation is for three years, during which the agency must submit annual reports attesting continued compliance with those standards under which it was initially accredited. For more information regarding the Commission on Accreditation for Law Enforcement Agencies, Inc., please write the Commission at 10306 Eaton Place, Suite 320, Fairfax, Virginia, 22030-2201; or call (800) 368-3757 or (703) 352-4225. T'"ouri ice ment Mount Prolsp-ect, Polm Depart January 31, 199S Mount Prospect Police Department On -Site Agenda January 30, 1999,-, February 3, 1999 Saturday,_JanuM 39 1999 1. Accreditation Manager Sergeant Michael Semkiu and Officer Steve Burrell will meet Assessors at the airport for transportation to the Arlington Heights Hilton located in Arlington Heights, Illinois. Team Leader: Charles Reynolds 1 Team Members, Lee Potter John McCullock 2. The Assessors will be provided with a rental van for their use,, 3. Remainder of the evening — training time for Assessors. 1. 8:00 AM. Sergeant Semkiu will meet the Assessors at their hotel and transport them to Northwest Central Dispatch for a tour of the communication center. 2. 9:00 AM. Assessors will be transported to the Mount Prospect Police Department for an agency tour and viewing of static displays. 11 3. The agency tour will be concluded with the Assessors convening in the first floor conference room. 4. 11:00 AM. Assessors will begin review of the accreditation files., 5. Sergeant Semkiu and staff will remain available to the Assessors until dismissed by the Team Leader. 1. 8:30 AM. Assessors will meet with Chief Ronald Pavlock and Command Staff in the first floor conference room for introductions and refreshments. 2. 9:15 AM. A photograph session will be conducted. Team photographs with and without agency personnel will be taken. 3. 9:30 AM. Assessors to continue with file review and conduct necessary interviews of department personnel. 4. The department accreditation staff and interview personnel will remain available for Assessors from 8:30 AM through the close of business. 5. 7:00 PM. Public information session to be held in the general meeting room of the Senior Center. The session will continue until all speakers have had the opportunity to address the Assessment Team. The Television Services Division will videotape the Session. 1. 8:30 AM — 5:00 PM. Assessors will continue file review, interviews and observations. Ride-alongs will be made available at the Assessors' discretion. 2. 1:00 PM — 5:00 PM. Public Information Telephone line will be open to the public. The cellular telephone will be located in the Assessors work area, u'nscreened and unrecorded. 3. Day shift Commander will be responsible for arranging ride-alongs and interviews with Field Operations Personnel. Wedtiesdpy, February 3'1999 1. 8:30 AM. Assessors will complete file review, interviews and observations. 2. Sergeant Semkiu and staff will remain available to the Assessors. 3. 10:30 AM. Assessors will conduct an exit interview with Chief Pavlock and any staff requested by the Chief. 4. Sergeant Semkiu and staff will assist Assessors with any last minute detail and provide transportation to the airport. Sergeant Semkiu will be responsible for rental vehicle return. 1'$', 4 P11 ................ Village of Mount Prospect Mount Prospect, Illinois INTEROFFICE MEMORANDUM TO: VILLAGE MANAGER MICHAEL E. JANONIS FROMN- ASSISTANT VILLAGE MANAGER DATE: JANUARY 7, 1999 SUBJECT: AMERITECH FRANCHISE AGREEMENT At the Committee of the Whole meeting on December 8, 1998, the Village Board reviewed the draft franchise agreement between the Village and TCL The Village Board endorsed a number of staff recommendations regarding revisions to the, agreement so that the Village could beproperly prepared for the possibility of'cable competition. The, Village Board acknowledged the fact that a revision in the definition of foss revenues as required by Ameritech would reduce the amount of revenue the Village, has received in the past" from advertising revenue collected by the cable provider. The, Village Board also, acknowledged that, it was likely that the number of PEG channels would be reduced to four at the poin't competition becomes a reality. A compromise was reached with TCl to phase out the number of PEG channels from the current number of eight to four over a one year period. There are only four PEG channels which are used on an active or semi -activate basis now so the impact of the reduction of PEG channels should not adversely impact the PEG channel users. The endorsement of the TCI agreement by the Village Board could be characterized as, the Village Board establishing acceptable conditions to ren ewl thefranchise agreement while encouraging competition. Whereby, the agreement was clear, as to what cceptable by the Village Board' in terms of cable service to the subscribers. The a,ftached Ameritech agreement could be characterized as what an agreement might look like in ord,er to, make, competition a reality under terms acceptable to Ameritech. The Ameritech representati'ves have, requested a number of minor revisions to the TCI agreement. The requested revisions necessary to meet their criteria have been established in other agreements in other communities, served by Ameritech. The changes requestied by Amentech are slightly less restri'ctive than the conditlons of the TCl agreement. The advent of compet[tiori will undoubtedly require TCI and Ameritech to operate in a manner to encourage growth in subscribers so the more restrictive conditions of the TCI agreement become moot. I Below is a summary of the changes to the TCl agreement requested by Ameritech in order to offer a competitive cable provider in the Village of Mount Prospect. Gross Revenue: The definition tentatively agreed to with TCI included advertising revenue in the calculation of gross revenue. The removal of the advertising revenue from the definition will reduce franchise fee revenues to the Village by approximately $25, 000. A,.MERITECH FRANCHISE AGREEMENT 4 4 January 7, 1999 Page 2 This item was addressed at the previous Committee of the Whole meeting and the Village Board accepted this as a possibility in order to obtain competition. Duration: The tentative agreement with TCI established a ten-year duration with a five-year extension once the cable system was upgraded. Since the upgrade work is already underway the duration would definitely be 15 years. Ameritech is requesting a duration of 15 years. Recommendation: Accept the IS year duration because the addition of competition will force the exiting franchisee (TCI} to improve their service levels more than the threat of a 10 year agreement. PEG Channels: The TCI agreement stipulated a one year phase out of the unused PEG channels with the eventual minimum set at four. In order to consummate an agreement with Ameritech the number of PEG channels will immediately be reduced to four. The usage criteria to effectuate an increase in the number of PEG channels remains consistent among both agreements. Therefore, even though the number is reduced, any PEG channel eligible organization willing to meet the programming standard can necessitate an increase in the number of channels provided the programming level meets a pre- determined level. Recommendation: Accept the four PEG channels. Public Access Studio: The studio funding will be addressed through an initial grant of $20,000 and a 1% fee based on revenues. This is the standard language in other agreements in other Ameritech communities. The only complication is the current studio is located in a TCI facility and TCI could claim their contribution to the studio is based on in-kind services. The grant and percentage funding arrangement is also stipulated in the TC1 agreement if competition is present in the community. The pending non-profit corporation agreement should address the long-term funding and operation of the studio allowing for the users to manage the studio based on their needs. Recommendation: Accept the revised language allowing for a grant and a percentage of revenues for studio operations. Interest on Late Pavments: The language agreed to in the TCI agreement is acceptable to Ameritech. Annual Certificates of Insurance., The language agreed to in the TCI agreement is acceptable to Ameritech. Enhanced Liui' I dated Dama es,: The Village had successfully negotiated with TC an increase in the maximum liquidated damages as an inducement to improve response to complaints. Ameritech accepted the level negotiated with TCI even though other agreements in other communities have a level of damages at a much lower level. AMERITECH FRANCHISE AGREEMENT January 7, 1999 Page 3 Ameritech representatives understood the issues the Village has encountered with TCI and the higher liquidated damages is a strong inducement to perform. Recommendation: Accept the liquidated damages of $250 per day as penalty for failure to remedy a problem after 30 days. Also, the maximum level of liquidated damages is capped at $50,000 for the life of the agreement which matches the amount of letter of credit. Ameritech is agreeable to accept the TC1 language. Customer Service Standards: The language agreed to in the TCI agreement is acceptable to Ameritech. Government Channel Location: The Village retains the right to assign PEG channel numbers to PEG users under the Ameritech agreement. Conclusion Ameritech has committed to the same 42 -month build schedule in Mount Prospect as in all other communities. Ameritech has yet to require 42 months to compete the system build so it is quite likely Ameritech could begin offering service to subscribers much sooner than the 42 months. If the agreement is acceptable to the Village Board it would be appropriate to forward the Ameritech agreement and a revised TCI agreement which closely mirrors the changes requested by Ameritech to the Village Board meeting on January 19, 1999, for final action. Village Board members may recall the state statute that requires cable franchise agreements to "not be more favorable or less burdensome" and the revisions necessary to the TCI agreement as requested by Ameritech are considered minor and should meet the spirit of the state statute. The TCI agreement was generally structured to prepare for a cable competitor so the number of revisions should not materially alter the agreement. The opportunity to offer choice of cable service in Mount Prospect would definitely be considered a favorable turning point for service to residents. DAVID STRAHL 11VHIV021DEPT\VILMGRGEN\CABLE\Ameritech Policy Memo.doc Village of Mount Prospect Mount Prospect,, Illinois INTEROFFICE MEMORANDUM TOO VILLAGE MANAGER MICHAEL JANONIS ASSISTANT VILLAGE MANAGER DAVID STRAHL DATE: JANUARY 4, 1999 SUBJECT: RESULTS OF NON-PROFIT AD-HOC COMMITTEE SESSIONS Saokaroundl In December 1997 the Village Board agreed at a Committee of the Whole session to form an ad-hoc committee to study the feasibility of forming a non-profit corporation to assume the management of the public access cable channel and facilities from the current cable operator, TCI. The committee was composed of Trustee George Clowes, Assistant Village Manager David Strahl, Public Library executive director Marilyn Genther, Steve Durlacher of the Mount Prospect Park District, and community access producers John Keane and Mike Labellarte. Also participating from outside of the community was Des Plaines Cable Commission chair Marty Hoffman. The committee met several times during 1998 to discuss how a non-profit corporation could be formed and create language that could be added to the Village new cable franchise mandating said corporation. Probably the most discussed aspect of the document was creating a formula for the funding of the corporation. It was decided that the current cable operator would fund the non-profit at a level equivalent to 2% of their gross annual revenues per participating municipality, and that funding will not be tied to franchise fees just as funding for the current public access television operation is not tied to those fees. This yearly stipend will be increased based on the annual cost of living (COLA) index unless there is no COLA increase, in which case funding will remain at its current level. Any additional cable operators receiving franchises in the municipalities covered by the non-profit will also provide funding equal to the original cable operator's funding, plus pay the corporation a Buy -in fee equivalent to 6 months operational support or $50,000, whichever is greater. This formula should provide a funding level comparable to what the current cable operator provides for public access funding. Staff also made contact with the City of Des Plaines and the Villages of Arlington Heights, Northbrook, Glenview, Prospect Heights, Palatine, Schaumburg and Wheeling in an effort Non -Profit Access Corporation January 4, 1999 Page 2 to inform them about the committee's activities and gauge interest. Des Plaines has shown the most interest, and its cable commission is ready to sign on to the project. Arlington 4f Heights is also very interested in joining in, but the other suburbs have adopted a wait and see attitude. Once Mount Prospect passes the document, then they will possibly join in. Results Attached are the results of those sessions: a document the committee feels covers the points needed to get the non-profit off the ground. This document is based on the participation of several communities in the corporation and not just Mount Prospect. Repp-mm,en . finn The committee feels and staff concurs that this document will provide the most effective means of creating a non-profit corporation to manage the public access television operation serving Mount Prospect. Other issues such as location of the center, programming strategies, staffing and management structure should be dealt with by the board of directors of the corporation once it has been formed. Staff feels this document needs to be presented to TCI first to gauge reaction, and then presented to the Village Board at a Committee of the Whole for discussion. Please call if there are questions. Thank you for your consideration. Ross Rowe Cable Production Coordinator Northwest Community Television Corporation (NWCTC) Franchise language (DRAFT) Section 1 - INTENT In order to achieve utilization of access channels that is in the bestpublic interest, it is intended that the access and community channels on the franchised cable communications system are governed by an independent, nonprofit entity, termed the Northwest Community Television Corporation or NWCTC, such that these channels may be free of censorship, open to all residents of the communities who are members of NWCTC and available for all forms of public expression, community information and debate of public issues. 1.'1 - COMPOSITION OF AUTHORITY a. Initial Board. The number of directors on the initial board for the corporation, beginning shall be nine (9) and shall be selected as follows: a-1. Appointed directors. Each public entity participating shall appoint two (2) directors for a total of eight (8). Four (4) directors shall serve a 2 -year term, and four (4) shall serve a 1 -year term. Terms will be determined by lot, thereafter terms will be determined by the term of the member being replaced. At the end of a director's term, the public entity from which that director was appointed shall appoint a new director or reappoint the current director. Of these directors, three (3) shall be active community television producers. a-2. Selected Directors. The eight appointed directors shall select one additional director based on their expertise and background for a total of nine. This director shall serve for one (1) year and should have appropriate expertise and background to provide counsel on matters relating to corporate structure and non-profit management. b. Continuing Board. Corporation officers shall be chosen by the directors. No director shall serve more than two consecutive 2 -year terms. c. Director responsibilities. The directors are charged with carrying out the functions of the Corporation as described in Section 2 of this document. Section 2 - FUNCTIONS The NWCTC shall have the following functions., a. Responsibility for administration of program production and management of the public access channels and any other access channels as may be designated by public entities in their franchise agreement. b. To promote and encourage the use of public access channels among a wide range of individuals, groups and institutions within the member communities, and to assure. Northwest Community Television Corporation Franchise Language - Page 2 that the public access channels are made available to all residents of NWCTC members on a non-discriminatory, first-come first-served basis. c. To assure that no censorship or control over program content of the channels exists, except as necessary to comply with FCC prohibition of material that is obscene or that does not conform to existing community standards, and that such programming will be appropriately scheduled during later non -prime hours on a case -by case basis by Corporation staff. d. To assure that programming on the channels contains no commercial advertising, solicitation of funds or conducts a lottery excepting the corporation itself. e. To devise, establish and administer all rules, regulations and procedures pertaining to the use and scheduling of the access facilities and channels. f. To prepare annual access management and programming reports, g. To hire and supervise staff and insure compliance with applicable affirmative action/equal opportunity guidelines in the hiring of personnel, awarding of contracts and sub -contracts, and purchases of materials and equipment that may be required. h. To develop additional sources of funding, such as foundation or federal or state grants, to further community programming. 1. To manage an operational budget and capital replacement of equipment. j. To form alliances with other municipal, educational, library, park district and non-profit entities within the Corporation's coverage area to assist in the promotion of their activities and provide assistance in the production of and/or the oversight of their access programming. k. To perform such other functions relevant to the access channels as may be appropriate. Section 3 - ACCESS RULES The Corporation shall complete a set of rules for the use of the access and community channels which shall be promptly forwarded to each member participant. The rules shall be prepared in cooperation with the grantee, and confirmed by a contractual agreement between the corporation and the grantee. The rules shall, at a minimum, provide for: a. Access on a first-come, first-served nondiscriminatory basis for all users of the Village. Northwest Community Television Corporation Franchise Language - Page 3 b. Prohibition of advertising for commercial or political purposes, as defined by the FCC, and the development by the Corporation Board of policies defining the sponsorship of programming on the public access channels. c. Development by the Corporation Board of policies defining censorship issues for programming on the public access channels, if applicable. d. Prohibition of any solicitation of funds except for the Corporation itself, any presentation of lottery information or obscene or indecent material. e. Public inspection of the log of producers, which shall be retained by the Corporation for a period coincident with the review of performance periods. f. Procedures by which individuals, groups or institutions who violate any rule may be prevented from further access to the channel. g. Free use of such reasonable amounts of channel time, cablecasting facilities and technical support as are provided for in the agreement between the Corporation and the grantee. Section 4 - FUNDING FOR THE CORPORATION It is the intent of the member entities that the Corporation obtain partial annual funding from the cable entities, in an amount equal to 2% of the gross annual revenues to the extent defined in the franchise agreement during the first year. Every year thereafter during the course of the franchise the funding will be increased based on the annual national cost of living (COLA) index increase. If no COLA increase occurs, then the funding for that particular year will remain at last year's level. This amount will not be included in the franchise fees paid to the member participants, but is over and above this amount just as the current cable company -run access operation is funded over and above franchise fees. Each additional cable operator must provide funding assistance equal to the existing operator's support. b. The cable operators may in lieu of partial payment of Corporation funding, provide the Corporation with control of current production equipment and facilities, or purchase equipment to be used by the Corporation. The percentage of the above stated partial payment is dependent on the amount of equipment purchased and/or donated to the Corporation. The cable operators must provide the Corporation facility with digital cable drops and equipment to allow monitoring of the access channels on all existing cable systems in master control, studio and office areas. c. The Cable Company shall provide operational and technical personnel to support the Northwest Community Television Corporation Franchise Language - Page 3 Corporation in cablecasting activities, with the minimum level of support as specified in the franchise agreement. d. Once the franchise agreement goes into effect, any additional cable operator who wishes to provide cable television service in one or more of the member communities must provide a buy -in payment equivalent to six months operational support or $50,000, whichever amount is greater, to the corporation and comply with all regulations stated in, this document. Section 5 - CORPORATION REPORTS TO MEMBER PARTICIPANTS The Corporation shall provide a report to the member participants, at least annually, indicating achievements in community-based programming and services and affirmative action/contract compliance. Quarterly statements of revenues and expenditures shall be submitted to the member Finance Departments within 45 days of the end of each calendar quarter, and an annually audited financial statement shall be submitted to the member Finance Departments within 120 days of the end of the year. No expenditures of commitments shall be made from funds obtained from the grantee unless the revenue -expenditure and financial statements are filed. The Corporation also shall provide, on request, a special report each time the cable company announces a rise in rates, indicating the level and quality of the cable company's support, during the period elapsed since any previous rate increase was implemented. • THE JANUARY 11, 1999 MEETING OF THE SAFETY COMMISSION HAS BEE'V CANCELED. THE NEXT REGULAR MEETING WILL BE HELD ON MONDAY, 0, FEBRUARY 8, 1999 AT 7:30 P,M1. AN AGENDA WILL BE SENT PRIOR TO THIS MEETING, Dated this e day of January, 1999'0 'Necycled Paper - Prirwad wth Soy Ink Director A Glen Ri, ndler ` ��"�1� � Water/Sewer Superintendent Roderick T O'Donovan Deputy Director Streets/Buildings Superintendent Sean P Dorsey Paul C. Sures Village Engineer Jeffrey X Wulbecker Forestry/Grounds Superintendent Sandra M, Clark Administrative Aide o Dawn L. Wucki Vehicle/Equipment Superintendent James E, Guenther Solid Waste Coordinator K Lisa Angell Mount Prospect Public Works Depc-3rtment 1700 W. Central Road, Mount Prospect, Illinois 60056-2229 Phone 847/870-5B40 Fax B47/253-9377 TOO B47/392-1235 • THE JANUARY 11, 1999 MEETING OF THE SAFETY COMMISSION HAS BEE'V CANCELED. THE NEXT REGULAR MEETING WILL BE HELD ON MONDAY, 0, FEBRUARY 8, 1999 AT 7:30 P,M1. AN AGENDA WILL BE SENT PRIOR TO THIS MEETING, Dated this e day of January, 1999'0 'Necycled Paper - Prirwad wth Soy Ink GE CLERK ALL MINUTES C'C*R%4MITTEE OF THE WHOLE :: ECEMISER �r"� • • • • . , dog N ..i.» r.;.�PPROVAL OF MtN,VT'e",,3,, Approval of Minutes from N'O'Vernber24, and Seconded by Trustee Lohrstortbr approved 1998- Motion mads Y ��r�v � rust ��' �� r „�r�r� h Minutes. Minutes were 9ARg-FRANCHISE 01,�SCUSSION' i i i l �► .. - iA*. • i • i � i 41* 46 16 Ah A& . . . . . . . . . . . General comments from the Village Board members included the following items: There was some concern regarding the amount of storage space currently provided at the stud'Io in Mount Prospect. There was also discusston concerning the overlap of trained users beltwee,n Channel 17 and the, public access stations themselves. Highlights of other items in the TCI Agreement: Duration: The Franchise Agreement is for ten years instead of the typical 15 years as in the previous Agreement, however, if the cable system is upgraded within the first five years of the Agreement, the Agreement will automatically be extended by five years. Interest on Late Payments: There is additional language, which allows for interest to be assessed for late payments in addition to the penalty itself. Annual Certificates of Insurance: This language requires TCl to provide necessary Certificates of Insurance and Bonds on an annual basis* to the Village. Enhanced Liquidated Damagesm After the standard penalty of $100 a day for a a set number of days, additional penalties are assessed at $250 a day if the situation is not resolved. Government Channel Location: The Village government channel has been moved several times in the last five years. Staff felt it was critical to maintain viewership by keeping the channel location at the lowest number on the dial as possible. There was also concern regarding the location of the channel whereby two blank channels would discourage channel surfing to find the government channel. The Village retains the option of placing government channel programming at any location among the designated PEG channels, therefore, the Village government channel will be placed at the lowest numbered channel available. General comments from Village Board members included the following items: There was a request concerning the status of the system upgrades as outlined by K TCI. Thore was also a discussion regarding Internet access through the at-home service. A question was raised regarding the Lifeline service, which was provided by a previous Franchise carrier before TCI bought the system,. John Higgins provided a letter to the Village Board outlining the proposed system upgrades. He also stated that he would expect the at-home service to be available in 1999 with the upgrade currently underway to provide this service. He stated that basic channels as prescribed by the FCC must include specific channels on specific locations. He also stated that TCI chose not to have an increase in rates in June of 1998 so that the basic service was readily available for as many subscribers as possible. Consensus of the Village Board was to move the draft Agreement forward for final approval by the Village Board at an upcoming Village Board meeting, VU 'ANY OTHER BUSINESS Trustee Clowes stated that the T'outh subject of youth drinking and driving. I A �� I 1 M& Village Manager Janonis reminded Board members and the audience that Coffee with Council is scheduled for December 12 from 9:00 a.m. until, 11:00 a.m. at the Village Hall. H:\GEN\Cow\Minutes\120898 COW Minutes.doc Respectfullysubmitted, DAVID STRAHL Assistant Village Manager 4 A C, V, 4 TZ 0 -T INTRODUCTION Ace. TA71 011�1 The voluntary accreditation program for law enforcement agencies is a joint effort of the Commission on Accreditation for Law Enforcement Agencies, Inc., and four major law enforcement executive mem- bership associations: International Association of Chiefs of Police; National Organization of Black Law Enforcement Executives; National Shen" ffs' Association; and the Police Executive Research Forum. ill I M Fol IM & M1 S I -OR April 1994 Xiii NF "Accreditation allows an agency io wrUe...... i 14 its own polict, es, arid jvocedures based on standards whieh hen ave'bestudied and accepted nationwide, and now inter- nationally. These policies give me a secure base to answer any challenge." Sheriff Johnny Mack Brown Greenville County, .South Carolina "., accreditation is not a 'one-shot' program, but rather an ongoing 16 commitment to long-term excellence* rp City Manager Mark Nagel Anoka, Minnesota "There are many byproducts of our accreditation effort, but the most # fssional' esteem that tilt iss It"ie pro each officer It s, ft)r ltintself'attd his f I tat , elto)v officer's )t the deparitnent-11 'Hey, we did W'.. a" Chief Bobbv Moody Covington, Georgia "Accreditation Is like the 'Good House- keeping seal of approva,14, 'D allows us to Prolltae, i,tttproved and expanded police services to passengers, employees, and the pliblic. Chief Thomas J.- Sardino, AMTRAK Police Department "...we are now operating from standards, and diose standards have been developed by some of the fittest minds in law enforcement. Colonel Thomas W. Rice Ohio Slate Highway Patrol Copyright (D1993,, Commission on Accreditation for Law Enforcement Agencies, Inc. The Benefits .... .. ..... ................ Controlled liability insurance costs. Accredited status makes it easier for agencies purciiaye police, liability insurance; allows agencies to i, iti,crease the limit of their insurance coveragege, more more easily; and, in many cases, results in lower premiums. Stronger defense against lawsuits and citizen complaints. Accre*dited agencies are better able to defend themselves against lawsuilts and, citizen complat'n'tS. Many agericies report a decline in legal, action$ , d'ji agalrist, them. once, tlwy become ac cn te e d. Greater, accountability with -lit the agency. Accreditation standards give, die C111c,f E'Xec'uluve i - Officer a, Pft,,),ven mana,gement systern or 10written, directives, sound trainin',g, clmly clefineAd', lines of 1, , t docisiow authority, arld 'routine, reports, t1la,t, suppor I making and resource allocation. Staunch su1 pportfrom" go,vernment of ICcuts Is. I 'im " 10111 provides 1 Accreditat"' Ades, ob," Li evidence of an agency's commitinent to eXcellence in leaders hip, resource management, and, sery Ice- del i very. 1111,lusl, govemment, ()ff*,C*als, are, more confident in Ifit, aencysability I (0perate efficiently and nn,t ", 1 01 community needs. Increased conrinunily advocacy-� Accreditation ern es the prec,qptsof Conlmllflity- , �u,C oriented policing. it creaues, a foru,,ai inw1lich 1l'e, and, Citizens Work, together to prevent aril comrol i "n is pirtn(,,*, i citizens understand the crime. , i , rship helps, c hal len ges, con, front 11 ng law en forcern en E, an (1, gives law enforcement clear direction about comMUMAY expectations. Improved en plqyee morale. Accreditation is a coveted, award tivli synibo tzes prot'essionalism, excellence, and con nPcIe"ce. 11 n i requirc.% written directives and, training to, info 1, employees atbout policiles and practices";, f�,C1 ilifles tand ety- oc equipment to ensure employees, saf I ani presses to safeguard eiriploys es," rights, Ernployces; take pride ry In their departj nent, know"tig, it represent.s the Ve best in law enforcement. 2J I/ - J Ir 4C The Standards - Topics covered. The standards address six major law enforcement subjects: (1) role, responsibilities, and relationships with other agencies; (2) organization, management, and administration; (3) personnel administration; (4) law enforcement operations, operational support, and traffic law enforcement; (5) prisoner and court -related services; and (6) auxiliary and technical services. Goals. The standards help law enforcement agencies (1) strengthen crime prevention and control capabilities; (2) formalize essential management procedures; (3) establish fair and nondiscriminatory personnel practices; (4) improve service -delivery; (5) solidify interagency cooperation and coordination; and (6) boost citizen and staff confidence in the agency. Compliance. Agencies that seek accreditation are required to comply only with those standards that are specifically applicable to them. Applicability is based on two factors: an agency's size and the functions it performs. Applicable standards are categorized as mandatory or other -than -mandatary. Agencies must comply with all applicable mandatory standards and 80%, of applicable ether -than -mandatary standards. If an agency cannot comply with a standard because of legislation, labor agreements, court orders, or case law, waivers can be sought from the Commission. "What" not "how." Seeking to establish the best professional practices, the standards prescribe "what" agencies should be doing, but not "how" they should be doing iL That decision is left up to the individual agency and its Chief Executive Officer. History. Staffs of the Commission's four law enforcement founders drafted the initial standards. Law enforce- ment practitioners and researchers reviewed them, and they were subjected to structured field tests in different sized law enforcement agencies before being finally adopted by the Commission in 1983. The Commission's committees monitor the standards for needed additions, revisions, and interpretations. 9 The Commission Four founding associations. In 1979, the Commission was created through the combined efforts of four major law enforcement organ, izz,dons: the, Interna,tlona l Association of Chiefs of Police, National Organization of Black Law Enforcement Executives, National Sheriffs" Association, and Police Executive Research Forum. These, orgy o ww,, ntions, CoilLinue trv,e, i , n an advisory capacity to, the Commission and are res for appointing members, of the, Con tnission"S'Bpard. Purpose of the Commission. The Commission was formed for two reasons: to deN,elop a set of law enforcement standav,1s; and to est fish and administer an accre(litatlon, p�rocess through which law, entOrcenient agencies could, demoi,istrate yotunla�� tttat they rt,�icet prof6ssionally- recognized c,�tcn'Tirbr excellence in managerent and, service -delivery. Organization of the Board and'staff. The 21 ---nem r Commission is composed of 11 law enforcement professionals and 10 representatives of the, Public and private sectors.., Corntnissioners serve three-year, staggerext terms. Tlie Cornm,ission neets three tirn,es a, yea -'r to accres dil t and reaccredit agencies pe, i"Ind provide guidaficefor , Con'limiss,"'ion orations The Commission's staff manages the accreditation process from, application through 1,1ccralitation and later reaccrcd,itattoti. Under the leadership of an Executive Director, the staff is organized into a Field Operations Division, which works directly with the many agencies, In the, accrediluition systam,,, and Dnp rt Servi, a 0,ces ivision which, liandIcs contracts, poD, Finances,' publication,1 Meeting logistics, and, marketing. P0, rivaite, non-profit status. The Commission iss a private, o,n-profit corporation. art 'of or obligzated, to, any govern, merital It is 11'Ot 1,) unit. Fees paid, by law enforcenicnt agencies defray the Cot"iri,mission's major operating costs. *17he Commission's authority is derived solely from the voluntary participation of law enforcement agencies in the accreditation program. 6 MOUNT PROS P ECT,'I LLI NOIS POLICE DEPARTMENT FOR IMMEDIATE RELEASE NEWS RELEASE ri I I k 11 A Sergeant Michael Semkiu Mount Prospect Police Department 112 E. Northwest Highway Mount Prospect, IL 60056 (847) 870-5678 ACCREDITATION ASSESSMENT TEAM INVITES PUBLIC COMMENT (Mount Prospect, Illinois, January 1999) —A team of assessors from the Commission on Accreditation for Law Enforcement Agencies, Inc. (CALEA), will arrive January 30th to examine all aspects of the Mount Prospect Police Department's policy and procedures, management, operations, and support services, Chief Pavlock announced today. Verification by the team that the Mount Prospect Police Department meets the Commission's state-of-the-art standards is part of a voluntary process to gain accreditation — a highly prized recognition of law enforcement professional excellence, he said. As part of the on-site assessment, agencloyees and members of the community are invited to offer comment's at a public information, session on February 1st at p.m. The session will be conducted in the General Meeting Room of the Senior Center, 50 S. Emerson Street, Mount Prospect, Illinois. If for some reason an individual cannot speak at the public information session but would still like to provide comments to the assessment team, he/she, may do so by telephone. The pubitc may call 847-772-0918 on February 2nd between the hours of 1:00 p.m. and 5:00 p.m. Telephone comments as well as appearances at the public information session are limited to 10 minutes and must address the agency's ability to comply with CALEA's standards. A copy of the standards is available at the Mount Prospect Police Department. Local contact is Sergeant Michael Semkiu at 847-870-5678. Persons wishing to offer written comments about the Mount Prospect Police Department's ability to meet the standards for accreditation are requested to write: Commission on Accreditation for Law Enforcement Agencies, Inc. (GALEA), 10306 Eaton Place, Suite 320, Fairfax, Virginia, 220302201. The Mount Prospect Police Department must comply with 436 standards in order to gain accredited status, Chief Pavlock said. The Accreditation Program Manager for the Mount Prospect Police Department is Sergeant Michael Sernkiu. He said the assessment team is composed of law enforcement practitioners from similar but out-of-state agencies. The assessors will review written materials, interview individuals, and visit offices and other places where compliance can be witnessed. The assessors are: Charles Reynolds, retired Chief of Police, Dover, New Hampshire and former CALEA Commissioner; Lee Potter, Accreditation Manager, Rockville City Police Department, Maryland; and Captain John McCullock, Maryville Police Department, Tennessee. Once the Commission's assessors complete their review of the agency, they report back to the full Commission, which will then decide if the agency is to be granted accredited status, Sergeant Michael Semkiu stated. Accreditation is for three years, during which the agency must submit annual reports attesting continued compliance with those standards under which it was initially accredited. For more information regarding the Commission on Accreditation for Law Enforcement Agencies, Inc., please write the Commission at 10306 Eaton Place, Suite 320, Fairfax, Virginia, 22030-2201; or call (800) 368-3757 or (703) 352-4225. Mount Prospect W eofi ce Departmenl-i On=Site Agenda January 30, 1999 -- • 3, 1999 . ............. ..... 1. Accreditation Manager Sergeant Michael Semkiu and Officer Steve Burrell will meet Assessors at the airport for transportation to the Arlington Heights Hilton located in Arlington Heights, Illinois. Team Leader: Charles Reynolds Team Members: Lee Potter John McCullock 2. The Assessors will be provided with a rental van for their use. 3. Remainder of the evening — training time for Assessors. Sunida, J,anu'a!yj-,, 1999, 1. 8:00 AM. Sergeant Semkiu will meet the Assessors at their hotel and transport them to Northwest Central Dispatch for a tour of the communication center. 2. 9:00 AM. Assessors will be transported to the Mount Prospect Police Department for an agency tour and viewing of static displays. 3. The agency tour will be concluded with the Assessors convening in the first floor conference room. 4. 11:00 AM. Assessors will begin review of the accreditation files. 5. Sergeant Semkiu and staff will remain available to the Assessors until dismissed by the Team Leader. Moeda , Febtu'ary 1, 1999 1. 8:30 AM. Assessors will meet with Chief Ronald Pavlock and Command Staff in the first floor conference room for introductions and refreshments. 2. 9:15 AM. A photograph session will be conducted. Team photographs with and without agency personnel will be taken. 3. 9:30 AM. Assessors to continue with file review and conduct necessary interviews of department personnel. 4. The department accreditation staff and interview personnel will remain available for Assessors from 8:30 AM through the close of business. 5. 7:00 PM. Public information session to be held in the general meeting room of the Senior Center. The session will continue until all speakers have had the opportunity to address the Assessment Team. The Television Services Division will videotape the Session. iiii ........... 0.4 1. 8:30 AM — 5:00 PM. Assessors will continue file review, interviews and observations. Ride-alongs will be made available at the Assessors' discretion. 2. 1:00 PM — 5:00 PM. Public Information Telephone line will be open to the public. The cellular telephone will be located in the Assessors work area, unscreened and unrecorded. 3. Day shift Commander will be responsible for arranging ride-alongs and interviews with Field Operations Personnel. Wed nesd ay,.,_..Feb . .... 199,urk 1. 8:30 AM. Assessors will complete file review, interviews and observations', 2. Sergeant Semkiu and staff will remain available to the Assessors. 3. 10:30 AM. Assessors will conduct an exit interview with Chief Pavlock and any staff requested by the Chief. 4. Sergeant Semkiu and staff will assist Assessors with any last minute detail and provide transportation to the airport. Sergeant Semkiu will be responsible for rental vehicle return. Village of Mount Prospect Mount Prospect, Illinois INTEROFFICE MEMORANDUM TO:, VILLAGE MANAGER MICHAEL E. JANONIS FROM: ASSISTANT VILLAGE MANAGER DATE,* JANUARY 7, 1999 SUBJECT: AMERITECH FRANCHISE AGREEMENT At the Committee of the Whole meeting on December 8, '1998, the Village Board reviewed the draft franchise agreement between the Village and TCI. The Village Board endorsed a number of staff recommendations regarding revisions to the agreement so that the Village could be properly prepared for the possibility of cable competition. The Village Board acknowledged the fact that a revision in the definition of gross revenues as required by Ameritech would reduce the amount of revenue the Village has received in the past from advertising revenue collected by the cable provider. The Village Board also acknowledged that it was likely that the number of PEG channels would be reduced to four at the point competition becomes a reality. A compromise was reached with TCI to phase out the number of PEG channels from the current number of eight to four over a one year period. There are only four PEG channels which are used on an active or semi -activate basis now so the impact of the reduction of PEG channels should not adversely impact the PEG channel users. The endorsement of the TCI agreement by the Village Board could be characterized as the Village Board establishing acceptable conditions to renew the franchise agreement while encouraging competition. Whereby, the agreement was clear as to what was acceptable by the Village Board in terms of cable service to the subscribers. The attached Ameritech agreement could be characterized as what an agreement might look like in order to make competition a reality under terms acceptable to Ameritech. The Ameritech representatives have requested a number of minor revisions to the TCI agreement. The requested revisions necessary to meet their criteria have been established in other agreements in other communities served by Ameritech. The changes requested by Ameritech are slightly less restrictive than the conditions of the TCI agreement. The advent of competition will undoubtedly require TCI and Ameritech to operate in a manner to encourage growth in subscribers so the more restrictive conditions of the TCI agreement become moot. Below is a summary of the changes to the TCI agreement requested by Ameritech in order to offer a competitive cable provider in the Village of Mount Prospect. 'Gr'oss R,evenLie: The definition tentatively agreed to with TCI included advertising revenue in the calculation of gross revenue. The removal of the advertising revenue from the definition will reduce franchise fee revenues to the Village by approximately $25,000. AMERITECH FRANCHISE AGREEMENT January 7, 1999 Page 2 This item was addressed at the previous Committee of the Whole meeting and the Village Board accepted this as a possibility in order to obtain competition. if Duration: The tentative agreement with TCI established a ten-year duration with a five-year extension once the cable system was upgraded. Since the upgrade work is already underway the duration would definitely be 15 years. Ameritech is requesting a duration of 15 years. Recommendation: Accept the 15 year duration because the addition of competition will force the exiting franchisee (TC1) to improve their service levels more than the threat of a 10 year agreement. PEG Channels: The TCI agreement stipulated a one year phase out of the unused PEG channels with the eventual minimum set at four. In order to consummate an agreement with Ameritech the number of PEG channels will immediately be reduced to four. The usage criteria to effectuate an increase in the number of PEG channels remains consistent among both agreements. Therefore, even though the number is reduced, any PEG channel eligible organization willing to meet the programming standard can necessitate an increase in the number of channels provided the programming level meets a pre- determined level. Recommendation: Accept the four PEG channels. Public Access Studio: The studio funding will be addressed through an initial grant of $20,000 and a 1% fee based on revenues. This is the standard language in other agreements in other Ameritech communities. The only complication is the current studio is located in a TCl facility and TCl could claim their contribution to the studio is based on in-kind services. The grant and percentage funding arrangement is also stipulated in the TCl agreement if competition is present in the community. The pending non-profit corporation agreement should address the long-term funding and operation of the studio allowing for the users to manage the studio based on their needs. Recommendation: Accept the revised language allowing for a grant and a percentage of revenues for studio operations. 'Interest on Late Payments: The language agreed to in the TCI agreement is acceptable to Ameritech. Annual Certificates of Insurance: The language agreed to in the TCl agreement is acceptable to Ameritech. E * i nig Liguidated Dama The Village had successfully negotiated with TCI an increase in the maximum liquidated damages as an inducement to improve response to complaints. Ameritech accepted the level negotiated with TCl even though other agreements in other communities have a level of damages at a much lower level. AMERITECH FRANCHISE AGREEMENT January 7, 1999 Page 3 Ameritech representatives understood the issues the Village has encountered with TCI and the higher liquidated damages is a strong inducement to perform. Recommendation: Accept the liquidated damages of $250 per day as penalty for failure to remedy a problem after 30 days. Also, the maximum level of liquidated damages is capped at $60,000 for the life of the agreement which matches the amount of letter of credit. Ameritech is agreeable to accept the TCl language, Customer Service Standards: The language agreed to in the TCl agreement is acceptable to Ameritech. Government Channel Location.- The Village retains the right to assign PEG channel numbers to PEG users under the Ameritech agreement. Conclusion Ameritech has committed to the same 42 -month build schedule in Mount Prospect as in all other communities. Ameritech has yet to require 42 months to compete the system build so it is quite likely Ameritech could begin offering service to subscribers much sooner than the 42 months. If the agreement is acceptable to the Village Board it would be appropriate to forward the Ameritech agreement and a revised TCI agreement which closely mirrors the changes requested by Ameritech to the Village Board meeting on January 19, 1999, for final action. Village Board members may recall the state statute that requires cable franchise agreements to "not be more favorable or less burdensome" and the revisions necessary to the TCI agreement as requested by Ameritech are considered minor and should meet the spirit of the state statute. The TCl agreement was generally structured to prepare for a cable competitor so the number of revisions should not materially alter the agreement. The opportunity to offer choice of cable service in Mount Prospect would definitely be considered a favorable turning point for service to residents. Robb I \\VH\V021DEPT'1,VILMGR\GEN\CABLE\Ameritech Policy Memo.doc FRANCHISE AGREEMENT V A& a A&4 UZ - =6� Village of Mount Prospect Ameritech New Media, Inc. IraMAU 9 IN 01/08/99 W Lv.-v "Wil 108/9 - . . . . . ........... Section1. Definitions.........,, " " , F , , "s 0 0 a a, % "'i A -* 6 *,.,. * + " , , " , , " , "r , , "" , , �.. #' #* 0, * III** W *. 0, * 6 Section 2. Grant of Franchise .......................... P. I** M V *,# * * * H 9, # * **0 0 11 4, + V. -I J, q IP N, * N 4, 1 #'*'1 W, 10 2.1 Grant ..... ................. ....... ............I M 0 10101# NI *10 A**11II W 111, Mr 10 2.2 Use of Public Streets and Ways Y.WWsWMNIW pr 10 2.3 Duration ....................................................... 11 2.4 Effective Date ..................................^W AW V IN 0 F, +,w A 1 Mf 1, WIN 0''I M^ 11 2.5 Franchise Nonexclusive .............. P 4, 0 F MI 4 1. M *'0 0'.. 11 2.6 Police Powers .............................. 4 A 0 & N's W & 4 0, &1 1,, ,k *A 0, 41 *.. 0, * IN 0, 0 , I,,, 1 4, H A * N 11 2 .7 Effective of Acceptance * M W III * * * * 4, 0, 111 * # @^ * 4 V W 4 N, IM.. 6 A III i i I* 1* 10 1. 0 M M wM * * A. AI M MX 4, 12 Section 3. Franchise Fee and Financial 12 3.1 Franchise Fee Wi.i12 3 . 2 Payments .................................vw Mi IM r1 2 3.3 Acceptance of Payment and 12 3.4 Franchise Fee Reports 12 3.5 Annual Franchise Fee Reports ........................... 13 3.6 Audits * 1* 0 * -0 0'. T T q .q V IF RI W q AI4 I A. R1 * a A 1, * N 4 * 64 0, #* * * .")., *,# * * I'm, V * # is M 0 M # 0, * 4 A 0, $4, #1 (0 1* 0 'RI 13 3.7 Interest on Late Payments .................................... 13 3.8 Alternative Franchise Compensation ................................ 13 3.9 Maximum Legal Compensation ........................................... 13 3.10 Additional Commitments Not Franchise Fees .... W, a iW, ..I 14 3.11 Costs of Publicationn. MIL I 1 0, 6 * 40� 0 4 V 4h & Is M 4, IN * V 6, 4, 4, # 4, 01 * * 4, 1 4 3.12 Tax **Ism 1 14 3.13 Payment on Termination V N W N P M W wo * N a * a * 14 3.14 Other Providers .... T ... bM ... 0 4, N W 4 0 14 Section 4. Administration and Regulation.............,..,.,.0*0 15 4.1 Authority 4 * 4 *1 * 4 04, * * ** * 4, W w * V IP'N' * 0 0 111, 1* A 0,* 1** A 0 0 *,4. 0 # 4 $1 *'f M'W 0 0 * N 0, 15 4.2 Rates and Charges .... . 0" 0, * "0,0 4, , I , W's #' , 111, Mn 15 4.3 Rate Discrimination 15- 4.4 Filing of Rates and Charges 15 4.5 Time Limits Strictly Construed............ .... 0 4.1 1* 4 111 1. 111 16 4.6 General Performance Evaluation 16 Section 5. Financial and Insurance Requirements ...........................M. 17 5.1 Insurance 17 5.2 Deductibles and Self -Insured Retention ........... 17 5.3 Indemnification ..................................................... 18 5.4 Letter of Credit ........................................ 19 Myw Liquidated Damages ................................ 10 01/08/99 Section 6. Customer Service ........................ ........��.............,�.w�....w.... -) 1 6.1 Customer Service Standards ..d......NN� �� ...Mw�................. 21 6.2 Subscriber Privacy ............. ��...�. w . .. . . . . .� � � a ,. �- .. �. •i� . d .. � . w•, w. w u..• 21 6.3 �.^y� Customer Service guarantees . k M .. M ... ro .... s .....,.. • M d..., d .., ..... 21 6.4 Emergency Alert System....•.....•......y...�r.•...•..,•...,nd.... 22 Section 7. Reports and Records .............................. �. .., �� ........... . .. .�. .... o. 22 7.1 Open.eco►rds.................. • . . • . • • . M . . ... • Y . Mk i. 4 4 r .r uj �u . • . . i{n . • .. Ab .� � M .... .� 1.. !e �M • qM �M 22 /+/// /'/�J� Confidentiality. r r . r ... . • r . • .. ... W. dF .. dF a .' "i" M. " *� �l mA .A .e ry .r qd d� udi W .� �b .., yr ra, Lrd 7.3 i. lir nt Survey Report .... . . • . . . .. . . . . • . . . . . . ...Y -. -* 0.1. 41 i0 W 0 0 * �r * 9 N fl ��p+ R dJ NNS YMr mY 'R6 I�' WF ;9ri Pfr iX hM �n �4 'F' 23 7.4 Copies of Federal and State Reports....., 1014-.....w�pNo, f **ARNka.�4,b 23 7.5 Complaint File and Reports 24 7.6 Inspection of Facilities.......................,..��.�.. w,.•..IIM ...•60 ........ 24 7.7 False Statements .................................. 44 ...#g,##* w.-...,6,**" n 24 Section. 8. System,, Programming and Channel Capacity ....... *..*....,...'�..IN 24 8.1 Grantee Compliance..................................................... ,. �..... 24 8.2 Broad Programming Categories ............................A ........ �.,.. 24 8.3 Ascertainment of Programming and Customer Sati s J. action Md vyd . a .. M *�(' . Sir ! P * N . r 0 * 4 MI6 + d!. IN *,# yY * ,iOu q, i* *,#, W 'A 'm * IM * w 0 AN # •. Md. MIF .i i. 0 N'A' w 6 A" IM's ff i. Ni '.Vy. 1 . i} 0, " 0 25 8.4 Deletion or Reduction of Programming Categories.00w40,A.1,0x01..MM...,... ....... *..W.IV...A,W, 25 8.5 Parental Control Device .... 26 8.6 Leased Access Channels ........................... . M ...F ........, .. M.. 26 8.7 Continuity of Service 0, 4,..... p........ 26 8.8 Services for the Disabled ............................................. d " y) dM 0* Nw, 26 Pection 9. Public, Educational / Governmental • /21 Section 10. . General Street Use and Construction ................ IM,............... µ 29 .1 Construction.........................................................,........... � � � � M. 29 10.2 Location of Facilities ............................................... . 29 10.3 Relocation ................................ ...................."...�*...�.......... Md 29 10.4 Restoration of Streets ......................... 0 ..... 0 0.0 .. it . a' N. & 4 .. . . Y k .. . . M 29 10.5 Maintenance and Workmanship 0000. 110 10.6 Reservation of the grantor Street Rights..... ...... * 4 .' 110 10.7 Street Vacation ............................................ 31 10.8 Discontinuing Use ofFacxl�tles....................�...........�dl..�.� .... 31 10.9 Hazardous Substances .................................. ......,........... 31 10.10 Undergrounding of Cable ... •..................................... M .....,.. 31 10.11 Construction Codes ........................................... 10.12 a t an d ar d s ................................... ............... • ...and .. 11. � System Design,...M. d.'. .. Ma. . .a , . J -Section 4 .. 01/08/99 Section 12. General Construction Matters............. . .. • � � . � �4 12.1 lnt'Vrference . . . . . .. . .. . . . f f . . . . • . . f . . . . • . . . . Y ✓.. F ti .0 �i . .� r �u uu • u m pu *u • . M M . dfv . • . An . • �u w a- •, . tiw .... ., yu 34 12.2 Test and Compliance Procedures..r.....,.•.��..�•.r.rWr.��•..•...r..�� 34 12.3 Additional Tests•f.ff.l..rrf......Y.r..l....,.....r.r.r��.�.,„��•��..r..�rr�•.•..�. 34 Section 13. Service Extension, Construction and Interconnection,,,,..,,......,.. 35 13.1 Equivalent Service f . • • .. r............! Y r •............. . r . • .. • . ! • r r r r . a; >. 35 13 .? Service Availability .................... ... f .. ... 35 13.3 Interconnection with other Cable Systems .............. 35 13.4 Connection of Public Facilities .............................. ... � . � .. � � � 35 13.5 Line Extensions ...................................................... • ............ 36 Section 14. Technical Standards ..................,9,,....N..,........r.111., *.''o 36 14.1 Emergency Standby Power ....r.........•N.III, .*.III* III ...,.....IN, ..r.....A 36 14.2 H e a nd Performance •. r .... . r KK� M W Y W M' Y W� M W� flY 9r WG d �5 W 4 u� � N M p M ��. � N F M A p k # 6 AW n W 37 Section 15. Franchise Breaches; Termination of 37 15.1 Procedure for Remedying Franchise Violations 37 15.2 Revocation.....040, 0, *#01, *.r1* 38 15.3 Removal .......�.rr�.,..�..r��.��...r.�.,.�..,.�...�..,.�.�..�r�.�....��...�....r�r�.. ��.•��.r 39 15.4 Receivership and Foreclosure ................ 0 • *'0 . 40 15.5 Non-enforcement by the Grantor 100 14, 40 Section 16. Abandonment ,..Rim W .... * * M *I .... ,., * 640 W Mh ��y, �XIw * �� AS�� +h ��fw Np M # � W' M.. mp �u ws � M µ � �r gyp, ... �w �� ... ��.� . �. x.� ..r .. .n . -W` ,� ... I. -4r i,W .i 16.1 Effect of Abandonment.,..,.,.,..,.,.,, 40 Section 17. Franchise Renewal and . # ., # 41 17.1 Renewal ................................................ .. .. �r ...r r ....r � . � • � r ..l � ... *# . 41 17.2 Transfer.......r........................r..r.,..r.�l..f.....,...r....r...u.�••.�. 41 Section 18. Severability 42 Section Vction � / . Miscellaneous 'V ��Linou.J ��1J �l�lon�r .. r ........ r .:. • . r • ! • ... r . ! • . r . ! r . r r • r r ....e . . erg, wfn �tl r:. �W (fu �w, �� Provisions 42 19.1 Preferential or Discriminatory Practices Prohibited. 0 0,., 42 19.2 Notices ............................. ......... ... • .. ... r ..................... ... .. r ..... 1 ✓ 19.3 Binding Effect .......... r................. r...................................... 4✓ 19.4 Authority to Amend................. •.......................................~ .... 4.3 19.5 Governing Law..........................................................r•! ..• 43 19.6 Statute of Limitations................................................ M... • . 43 19.7 Captions.......f....f..................•......•..................•......•. ••uWp•nn 44 19.8 Joint Work Effort................•.........•...............•....•........n m.•. 44 19.9 Entire Agreement ................. • ...... • . • • ......................... ". ." 0' 44 - i .. 01/08/99 +V i Y'\.i %. 1 *V �/ nv i4'� qriW M M mi. y�W MR. XY; rM;. rl� Yq iM- W v& IYi W N w ti 4 e n 4 e. Wr. n ng ro, ^qr -IN Fe W .d iNo Xi ,F tlu ,W W iN SMI W i4..nu n e w .. .0 :• n+ ,yr. W. w WI pq, m Ev +N -Mp �i W tr a�u W W re. w w .tlo 9u N: Yip Vti wry 44 Exhibit Customer Service 'w../ � � � �.,� ir,4� � �. 4J �AI..� 4 '& 'w ,M WYe ^W IM XP M W ^Ib b. iR, ��n mm� m a �.e a nn 4 4 M . . . .6 " ,.e 4 Exhibit B Public Facilities Designated for Cable Service 49 6- 01/08/99 CABLE TELEVISION SYSTEM FRANCHISE AGREEMENT 'Fhis Cable Television System Franchise Agreement ("Agreement") is entered into in Mount Propect, Illinois, this day of 19949 by and between the VILLAGE OF MOUNT PROSPECT {""Grantor" or "Village"), andT'1, N-Fw 1141, A" 6-4 A 11 %#FxAhor KJ "NJ Ameritech New Media, Inc. ("Grantee"). WHEREAS, the Grantor is authorized to grant one or more nonexclusive franchises to construct, operate and maintain a cable television system within the municipal boundaries of the Village; and WHEREAS, the Grantor has considered the financial condition, technical ability and legal qualifications of the Grantee; and WHEREAS, the Grantor, after such consideration, analysis and deliberation as are required by applicable law, has approved and found sufficient the financial, technical and legal qualifications of the Grantee to provide cable television service within the Village; and WHEREAS, the Grantee is willing to accept this Agreement subject to such terms and conditions, and to abide by those terms and conditions; and WHEREAS,, the public has had adequate notice and opportunity to comment on the Grantee's application to provide cable television service within the Village; NOW, THEREFORE, in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and the adequacy of which is hereby acknowledged, the Grantor and the Grantee do hereby agree as follows: SECTION 1. DEFINITIONS For the purposes of this Agreement and all exhibits attached hereto the following terms, phrases, words and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense 'include the future, words in the plural include the singular, and words in the singular include the plural. Words not defined shall be given their common and ordinary meaning. The word "shall" is always mandatory and not merely directory. 1.1 "Access" means the availability for noncommercial use by various agencies, institutions, organizations, groups and individuals in the community, including the Grantor and its designees, of the Cable System to acquire, create, receive, and distribute video, Cable Services, and signals as permitted under applicable law, and filfther described as follows including, but not limited to: a) "Public Access" means Access where organizations, groups or individual members of the general public, on a nondiscriminatory basis., are the primary users. 01/09/99 b) "Educational Access" means Access where Schools are the primary users of programming and services. C) "Governmental Access" means Access where governmental institutions or their designees are the primary users of programming and services; and d) "PEG Access" means Public Access, Educational Access, and Governmental Access, collectively. 1.2 "Access Channel" means any Channel, or portion thereof, designated for non- commercial Access purposes or otherwise made available to facilitate or transmit Access programming or services. 1.3 "'Aceess Cos'! " means, without limitation, any costs, expense, charge, fee, or payment of any kind incurred a way in connection with the purchase of equipment for the production of, or the provision of, access programming or service of any kind in connection with any capital expenditure related thereto. 1.4 "Affilliate" when used in connection with the Grantee means any corporation, Person or entity who owns or controls, is owned or controlled by, or is under common ownership or control I ta 494 t a lnllrX, LI with the Grantee. 1911*914-111e,41jo 1.5 "Plas"i"e, Claotble Servlce means any service tier which includes the retransmission of local television broadcast signals and all Public, Education and Government Access channels. 1.6 "Cable Acts" mean the Cable Communications Policy Act of 1984 and the Cable Television Consumer Protection and Competition Act of 1992 and any amendments thereto, including the Telecommunications Act of 1996, and any future federal cable television legislation. 1.7 " ' Cable Operator" means any Person or groups of Persons, including the Grantee, who provide Cable Service over a Cable System and directly or through one or more Affiliates own a significant interest in such Cable System or who otherwise control or are responsible for, through any arrangement, the management and operation of such a Cable Svstem. W 1.8 "Cable Service" means the one way transmission to Subscribers of video programming 0 or other programming service, and Subscriber interaction, if anv. which is required for the V selection or use of such video programming or other programming service. 1.9 "Cable,System," means a facility, of a set of close consistingd transmission paths and associated signal generatioril reception, and control equipment that is designed to provide Cable Service which includes video programming and which is provided to multiple Subscrl'bers within a community., but such term does not include (A) a facility that serves only to retransmit the television signals of one or more television broadcast stations: (B) a facility that serves 01/09/99 Subscribers Without using any public right-of-way; (C) a facility of a common carrier which is .e ! carri I subject, in whole or in part, to the provisions of Title 11 of the Federal Communications Act (47 U.S.C. 201 et seq.), except that such facility shall be considered a Cable System (other than for purposes of Section 621(c) (47 U.S.C. 541(c)) to the extent such facility is used in the transmission of video programming directly to Subscribers; or (D) any facilities of any electric utility used solely for operating its electric utility systems. 1.10 "Channel" means a portion of the electromagnetic spectrum which is used in a Cable �I System and is capable of delivering a lin video signal, including live feed--ag Xcz ITT TIC7177al, N7,7714 dA It rt W.14"t rlk vli n"n ICA cr 't 4,; OR hI 1.11 "Commercial Subscribers" means any Subscribers other than residential Subscribers., 1.12 ",Com, laint" means any written or verbal communication from a Subscriber to the cable operator or the Village regarding an unresolved matter as it relates to the standards and services set forth in this Franchise Agreement. 1.13 "FCC" means the Federal Communications Commission. 1.14 "Franchi"se" means the non-exclusive and revocable authorization or renewal thereof for the construction or operation of a Cable System such as is granted by this Agreement, whether such authorization is designated as a Franchise, license, resolution, contract, certificate, agreement or otherwise. 1.15 "Franchise Area" means the area within the jurisdictional boundaries of the Village, including any areas annexed by the Grantor during the term of this Agreement. *..W 1W 1.16 "Gross Reventues" means all amounts received by the Grantee",136 *,% xl-til% in whatever form and from all sources, in connection With the operation of the Grantee's Cable System to provide Cable Services w.4*thin the Franchise Area. "Gross Revenues" shall include, without limitation, all amounts for all Cable Services, including, but not limited to, basic, expanded basic, premium, and pay-per-view services, installation fees and charges, lea -sed access channels or services, I./,,W Art7 installation fees and charges C.,h4 "Gross Revenues" shall also include any revenue received by any Affiliate of the Grantee where such' revenue in the ordinary course of business, as of the date of this Agreement, should have been paid to the Grantee in connection with the operation of its Cable System to provide Cable Services within the Franchise Area. "'Gross Revenues" shall not include, copyright fees, Access Costs, advertising revenue, home shopping revenue, bad debt, sales taxes, or other taxes which are collected by Grantee on behalf of and for payment to the local, state or federal government. Grantor reserves the right to charge the Grantee any franchise fee, tax or assessment for revenues derived from interactive services provided by Grantee over the Cable System; provided that such franchise fee, tax or other assessment is collected from all other providers of the same or similar service whether offered on a wireline or wireless basis. 01/08/99 ACIL I X -T -N74 ALZ 4 VO 1rTVV,?-VT ,kx 11 . . . ........... Tv- . . ..... t, Ig:l rja.-rx Ax 164 11 el,� 1 11 WA f" YIN 7W& 1.17 "Fleadend" or "Hub" means any facility for signal reception and dissemination on a Cable System, including cables, antennas, wires., satellite dishes, monitors, switches, modulators, processors and all other related equipment and facilities. 1.1 "Interconnect" or Interconnection" means the provision by the Grantee of technical, engineering and physical. components to maintain a physical linking of the Grantee's PEG Channels so that PEG Channels of technically adequate quality may be sent to and received from 111LIr-el-n V.,L 6:4f tgllll�-A T -rt, I* , W. z A t the other neighboring systems owned by the Grantee -. * 111"hi A ""T in accordance with this Agreement. 1.1.9 "Leased Access Channel" means any Channel commercially available for programming for a fee or charge by the Grantee to members of the general public in accordance with federal law. 1.20 "Normal Business Hours" means those hours during which most similar businesses in the community are open to serve customers. In all cases, "normal business hours" must include some evening hours at least one night per week and some weekend hours. 1.21 "Norin;jj Qpera t -Ing (:qndition,s" means those service conditions which are within the control of Grantee. Normal Operating Conditions includes those conditions which are ordinarily within the control of Grantee including, but not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System. Normal Operating Conditions excludes those conditions which are not within the control of Grantee including, but not limited to, natural disasters, civil disturbance, power outages, telephone network outages and severe or unusual weather conditions. 1.22 "Person" means any individual, sole proprietorship, partnership, association, or corporation, or any other form of entity or organization. M, 1.23 "School" means any accredited public educational institution, W11A, 'OM IL, IL 7 including primary and secondary Schools, and colleges and universities. 1.24 "Service fixterru,too means the loss of picture or sound on one or more cable channels 1.25 "Street" means each of the following which have been dedicated to the public or are hereafter dedicated to the public and maintained under public authority or by others and located within the Franchise Area: Streets, roadways, highways, avenues, lanes, alleys, sidewalks, easements, ri(jhLtS-of-way and similar public property and areas. t� 1.26 "Subscriber" means am,, Person who or which. elects to subscribe to, for anv purpose. Cable Services provided by the Grantee by means of or in connection with the Cable System and - 10 - 0 1 A) 9/99 whose premises are physically wired and lawfully activated to receive Cable Services from the Grantee's Cable System. SECTION 2. GRANT OF FRANCHISE 2.1 Grant (A) The Grantor hereby grants to the Grantee a nonexclusive and revocable authorization to make reasonable and lawful use of the Streets within the Franchise Area to construct, operate, maintain, reconstruct, and repair a Cable System for the purpose of providing only Cable Services subject to the terms and conditions set forth in this Agreement. Grantee will obtain all necessary permits and licenses to offer services other than Cable Services. (B) This Agreement is intended to convey limited rights and interests only as to those Village Streets in which the Village has an actual interest. It is not a warranty of title or interest in any right-of-way; it does not provide the Grantee any interest in any particular location within the right-of-way; and it does not confer rights other than as expressly provided in the grant hereof. This Agreement does not deprive the Village of any powers, rights orprivileges it now has or may later acquire in the future to use, perform work on or to regulate the use of and to control the Village's Streets covered by this Agreement, including without limitation the right to perform work on its roadways, right-of-way or appurtenant drainage facilities, including constructing, altering, paving, widening, grading, or excavating thereof (C) This Agreement is subject to the general police power of the Grantor. Nothing in this Agreement shall be deemed to waive the requirements of the other codes and ordinances of general applicability enacted, or hereafter enacted, by the Grantor provided they do not materially adversely affect the rights provided by this Agreement. (IJ) This Agreement only authorizes the Grantee to engage in providing Cable Service, as that: term is defined in 47 U.S.C. Sec,.Z22(6), as amended. (E) The Grantee promises and guarantees, as a condition of exercising the privileges granted by this- Agreement, that any Affiliate or joint venture or partner of the Grantee directly involved in the offering of Cable Services in the Village, or directly involved in the management W or operation of the Cable System in the Village will also comply with the terms and conditions of this Agreement. 2.2 Use of Public Streets and Ways Subject to the Grantor's supervision and control, the Grantee may erect, in -stall, construct, repair, replace, reconstruct, maintain and retain in, on, over, under. upon, across. and along the public Streets, including rights-of-way and public easements within the Franchise -Axea such wires, cables, conductors, ducts, conduits, vaults, amplifiers, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of a Cable System for the provision of Cable Services within the Franchise Area. The Grantee shall comply with all applicable construction codes, laws, ordinances, regulations and procedures, now in effect or enacted hereafter; and must obtain any and all necessary permits from the Public Works Department prior to commencing any construction activities. Grantee, through this Agreement, is granted extensive and valuable rights to operate its cable system for profit using Grantor's public rights of way and public utility easements within the franchise area in compliance with all applicable Grantor construction codes and procedures. 2.3 Duration 2.4 Effective Date - - IP:MIIA=& The effective date of this Agreement shall be - 4.1 1999, unless the Ggrantee falls to fi Subject to the foregoing paragraph, Grantor reserves the right to exercise its police powers, notwithstanding anything in this Agreement to the contrary, and any conflict between the provisions of this Agreement and any other present or fixture lawful exercise of Grantor's police powers shall be resolved in favor of the latter provided such exercise is necessary to the safety, health, and welfare of the public and does not materially, adversely affect the rights granted herein. This Agreement and the Franchise fees paid hereunder are not in lieu of any other required permit, authorization, fee, charge or tax., except as provided under applicable law. 2,7 Effect of Acceptance By accepting the Agreement, the Grantee: (1) acknowledges and accepts the Village's legal right to issue and enforce the Agreement; (2) agrees that it will not oppose the Village's intervening in any proceeding affecting the Cable System; provided, however, that the Grantor shall not be entitled to indemnification under Section 5.3 of this Agreement; (3) accepts and agrees to comply with each and every provision of this Agreement; and (4) agrees that the Agreement was granted pursuant to processes and procedures consistent with applicable law, and that it will not raise any claim to the contrary. SECTION 3. FRANCHISE FEE AND FINANCIAL CONTROLS 3.1 Franchise Fee As compensation for the benefits and privileges granted under this Agreement and in consideration of permission to use the Grantor's Streets, the Grantee shall pay as a Franchise fee to the Grantor, throughout the duration of this Agreement, an amount equal to five percent (5%) of Gross Revenues as defined herein. Accrual of such Franchise fees shall commence as of the effective date of this Agreement.- The Franchis & -fees- are -in -addition to - alt. othcv, fomes, asses sments taxes or payments that the Grantee may be required to pay under any federal, state or local law. 3.2 Payments The Grantee's Franchise fee payments to the Grantor shall be computed quarterly for the preceding calendar quarter. Each payment shall be due andp ayable no later than forty-five (45) after the last day of the preceding calendar quarter. 3.3 Acceptance of Payment and Recomputation No acceptance of any payment shall be construed as an accord by the Grantor that the amount paid is, in fact, the correct amount, nor shall any acceptance of payments be construed as a release of any claim the Grantor may have for further or additional sums payable or for the performance of any other obligation of the Grantee. 01/09/99 3.4 Franchise Fee Reports Each payment shall be accompanied by a written report to the Grantor, verified by an officer of the Grantee, containing an accurate statement in summarized form of Grantee's Gross Revenues and the computation of the payment amount. 3.5 Annual Franchise Fee Reports Grantee shall, within one hundred twenty (120) days after the end of each calendar year, furnish to Grantor a detailed statement stating the total amount of Gross Revenues and all payments, deductions and computations for the preceding calendar year. Such statement shall be certified by the chief financial officer or controller of Grantee prior to submission to Grantor. 3.6 Audits On an annual basis, upon thirty (30) days'prior written notice, the Grantor shall have the right to conduct an independent audit of the Grantee's financial records for the purpose of verifying Franchise ..a for the previous calendar year. The Grantor shall notify the Grantee in writing thirty (30) days prior to the date of the audit and the Grantee shall make available for inspection such records as may be relevant to the determination of Franchise fees due.) If the Mudit shows that franchisee fees have been underpaid by five percent (5%) or more, the Grantee shall pay the total cost of the audit. 3.7 Interest on Late Payments In the event that a Franchise fee payment or other amount owed to the Village, is not received by the Village on or before the due date, or is underpaid, the Grantee shall pay in addition to the payment, or sum due, interest from the due date at a rate equal to the prime rate of 4 interest as quoted by the First National Bank of Chicago (First Chicago) on the date payment was due at the maximum rate permitted undeis4llfinois 3.8 Alternative Franchise Compensation In the event a court of competent jurisdiction rules that the payment to the Village of any or all of the Franchise fees in the manner described by this Agreement is', in part or in whole, unconstitutional, or,, if legislation is passed which invalidates all or some of the Franchise fees, the Grantee shall pay to the Grantor compensation equivalent to the compensation paid to the Grantor by other similarly situated users of the Grantor's Streets for the Grantee's use of the Grantor's Streets, provided that in no event shall such payments exceed the equivalent of five percent (5%) of Gross Revenues. 3.9 Maximum Legal Compensation The parties acknowledge that, at present, applicable federal law limits the Grantor to collection of a maximum permissible Franchise fee of five percent (5%) of Gross Revenues. In 14- 01/08/99 the event that at any time during the duration of this Agreement. the Grantor is authorized to collect an amount in excess of five percent (5%) of Gross Revenues, the Grantor and the Grantee shall negotiate in good faith amendments to this Franchise to take in account modifications to the benefits provided to the Grantor under this Agreement as consideration for such increased Franchise fees. 3.10 Additional Commitments Not Franchise Fees No term or condition in this Agreement shall in any way modify or affect the Grantee's obligation to pay Franchise fees to the Grantor. Although the total sum of Franchise fee payments and additional commitments set forth elsewhere in this Agreement may total more than five percent (5%) of the Grantee's Gross Revenues in any 12 -month period, the Grantee agrees that the additional commitments herein are not Franchise fees as defined under any federal law, nor are they to be offset or credited against any Franchise fee payments due to the Grantor. 3.11 Tax Liability Payment of the Franchise fee under this Agreement shall not exempt the Grantee from the payment of any license, permit fee or other fee, tax or charge on the business, occupation, property or income of the Grantee that may be imposed by the Grantor, subject to applicable law. 3.12 Payment on Termination If the Agreement terminates for any reason, the Grantee shall file with the Grantor within ninety (90) calendar days of the date of the termination, a Statement of Gross Revenues, certified by an independent certified public accountant or attested to by an Officer of the Grantee, showing the Gross Revenues received by the Grantee since the end of the previous fiscal year. The Grantor reserves the right to satisfy any remaining financial obligations of the Grantee to the Grantor by utilizing the funds available in a letter of credit or other security provided by the Grantee. 3.13 Other Providers (A) In the event that the Village grants one (1) or more Franchise(s) or similar authorization(s), for the construction, operation and maintenance of any communication facility which shall offer services substantially equivalent to services offered by the System, it shall not make the grant on more favorable or less burdensome terms. If the Grantee finds that the agreement(s) granting said other franchise(s) contain material provisions m-iposinfz lesser obligations on the Grantee(s) thereof than are imposed by the provisions of this Agreement, the Grantee may petition the Village for a modification of this Agreement. Grantor shall not unreasonably deny the Grantee's request for modification(s) with respect to said lesser obligations as may be determined to be necessary to insure fair and equal treatment by this agreement and said other agreements. In the event that the Grantee petitions Grantor for relief under this section, Grantee shall provide, in writing, a list of the terms and conditions for which J" fgvg v fiv 4,14%," 1 191141111"Ift" tts, I-SAXI the Grantee is seeking relief . ..... k, H. "Allk, 40, _15_ 01/08/99 SECTION 4. ADMINISTRATION AND REGULATION 4.1 Authority The Grantor is vested with the power and right to regulate the exercise of the privileges permitted by this Agreement in the public interest, or to delegate that power and right, or any part thereof, to the extent permitted under state and local law, to any agent, in its sole discretion. 4.2 Rates and Charges (A) All of the Grantee's rates and charges related to or regarding Cable Services shall be subject to regulation by the Grantor to the full extent authorized by applicable federal, state and local laws. (B) Any Subscriber shall have the right to have its service, or any portion thereof, totally disconnected, which shall include the removal of any equipment owned by the Grantee from the Subscriber's residence. 4.3 Rate Discrimination All of the Grantee's rates and charges shall be published (in the form of a publicly - available rate card), and, except as may be permitted under applicable Federal law, shall be nondiscriminatory as to all Persons and organizations of similar classes, under similar circumstances and conditions. Except with respect to bona fide credit risks, the Grantee shall apply its rates in accordance with governing law with similar rates and charges for all Subscribers receiving similar Cable Services, without regard to race, color, familial, ethnic or national origin, religion, age, sex, sexual orientation, marital, military or economic status, or ph A , V A aI J�J ^#q 6193 M I t I I AQ ical or W'W 4 14A a 1��. Th& Grantee. shall provide equivalent Cable Services to all residential Subscribers at similar rates and to Commercial Subscribers as authorized by applicable laws. Nothing herein shall be construed to prohibit: (A) The temporary reduction or waiving of rates or charges in conjunction with valid promotional campaigns; or (B) The offering of reasonable discounts to senior citizens or economically disadvantaged citizens. 4.4 Filing of Rates and Charges (A) Throughout the term of this Agreement, the Grantee shall maintain on file with the Grantor a copy of its rate card PW for Cable Services provided under this Agreement. 1,17 -Irm 3r1rW.,W N7"J'T Nw''At &&,"%AJL3,AAb VA 1777 774AJ - 16- 01/08/99 (B) The Grantee shall provide to the Grantor a complete schedule of current rates and charges for any and all Leased Access Channels, or portions of such Channels, provided by the Grantee. The schedule shall include a description of the price, terms and conditions established by the Grantee for Leased Access Channels. 4.5 Time Limits Strictly Construed Whenever this Agreement sets forth a time for any material act to be performed by the Grantee, such time shall be deemed to be of the essence, and any failure of the Grantee to perform within the allotted time may be considered a material breach of this Agreement, and sufficient ground for the Grantor to invoke any relevant provision of this Agreement, provided that Grantor has given Grantee notice and opportunity to cure as set forth in Section 15. However,, in the event that the Grantee is prevented or delayed in the performance of any of its obligations under this ,Agreement by reason beyond the reasonable control of the Grantee such as acts of God (for example, floods, fires, hurricanes, tornadoes, earthquakes, nondelivery by suppliers, other unavoidable casualty, war, sabotage, vandalism, strikes or unusually severe weather conditions), the Grantee's performance shall be excused during the force majeure occurrence and thereafter shall, under the circumstances, have a reasonable time to perform the affected obligations under this Agreement or procure a substitute for such obligation which is satisfactory to the Grantor. The same force majeure exception shall apply to the Grantor with regard to any of its obligations under this Agreement. 4.6 General Performance Evaluation (A) The Grantor may hold performance evaluation sessions on the fourth, S@Vefft4 T wi: +1 seventh and twelfth anniversary dates of the effective date of this Agreemen Nw, 7 t,k W, M 'Nn *4n a Ala, t x2i #1 %rfl p1p,pjast:A�g 341, X1X"-41A'W&,&,AWIW '414 ehte,� T014*4 a %.M JL &,F -a A, A A, mA,1IJII -W" All such evaluation sessions shall be conducted by the Grantor. (B) Special evaluation sessions may be held at any time by the Grantor during the term of this Agreement. (C;) Topics which may be discussed at any evaluation session may include, but are not limited to, Cable Service, rate structures, Franchise fees., liquidated damages, free or discounted Cable Services, application of new technologies, system performance, Cable Services provided, programming offered, customer complaints, privacy, amendments to this Agreement, judicial and FCC rulings, line extension policies, and the Grantor or the Grantee's rules; provided that nothing in this subsection shall be construed as requiring the renegotiation of this Agreement. - 17- 01/08/99 (D) During evaluations under this Section, the Grantee shall Putty cooperate with the Grantor and shalt provide such information and documents as the Grantor may require to perform the evaluation. 5.1 Insurance Requirements (A) General Rquirement. The Grantee must have adequate insurance during the entire term of this Agreement to protect against claims for injuries to Persons or damages to property which in any way relate to, arise from, or are connected with this Agreement or involve the Grantee, its agents,, representatives, contractors, subcontractors and their employees-. (B) tnit'llal Iti,surmice Limits. The Grantee must keep insurance in effect in accordance with the minimum insurance limits the Grantor may reasonably set from time to time to reflect increased liability of the Grantor. The Grantee shall obtain policies for the following initial minimum insurance limits: (1) Commercial General Liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage; and for those policies with aggregate limits, a $5,000,000 aggregate limit; (2) Automobile Liability: $2,000,000 combined single limit per accident for bodily injury and property damage; and (3) Employer's Liability: $2,000,000. 5.2 Deductibles and Self -Insured Retentions If the Grantee changes its policy to include a self-insured retention, the Grantee shall give notice of such change to the Grantor Vilhage, Any deductible or self-insured retention of the policies shall not in any way limit the Grantee's liability to the Grantor 11311AC-T All policies shall provide, or shall be endorsed so that: "'enk i t o (i) The Grantor AB fficers, officials and employees are to b covered as and have the rights of additional insureds with respect to liabili hi 2 -rising out of activities performed by or on behalf of the Grantee under t I Agreement or applicable law, or in the construction, operation or repair, 0 ownership of its Cable System; I 01/08/99 11111J 1 , I ", ib I , , , 1 41 gA , , * M,* , %, - 1 11 ........... " ,A 933.111, , k! 1 .11 ir, Ar 1,14''1 V '.1 -AA VA 0 RN*1 -r-- t &''I 1p -f 14.0, 4 , , "A 1016117 1 Ile 'N' FR " � 1, 1,, X & LV +& --(- !SiH, f , FR®R te, UJ 1 1, Q1112 fe-'A— fl-tk'k, VI )A,, dA p vp V A it t , 11w- 7 14"1 W 111 1, 1"� I"? 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(B) Accs ptahil,�Ity oHnsurers. The insurance obtained by the Grantee shall be placed with insurers with a Best's rating of no less than "A". 11 (C) V ' erfricafion, afCove,ra e. The Grantee shall furnish the Grantor, on an annual basis, —with certificates of insurance and endorsements or a copy of the page of the policy reflecting blanket additional insured status. The certificates and endorsements for each insurance policy are to be signed by a Person authorized by that insurer. The certificates and endorsements for each insurance policy are to be on standard forms or such forms as are consistent with standard industry practices and are to be received and approved by the Grantor 3i,411,age prior to the commencement of activities associated with this Agreement. The Grantee hereby warrants that its insurance policies satisfy the requirements of this Agreement and Village law. 5.3 Indemnification (A) &�,).e or e it;_ -E cept to -the extent -of the ...negligent act or omission of .,y the Grantor, its officers, boards, commissions, agents or employees, t -The Grantee shall, at its sole cost and expense, indemnify, hold harmless, and defend the Grantor, and its officers, boards, commissions, agents, and employees, against any and all claims, including, but not limited to, third party claims, suits, causes of action, proceedings, and judgments for damages or equitable relief arising out of the construction, operation or repair of its Cable System, regardless of whether the act or omission complained of is authorized, allowed, or prohibited by this Agreement. Without limiting in any way the Grantee's obligation to indemnify the Grantor and its officers, boards, commissions, agents, and employees as set forth above, this indemnity provision applies to, but is not limited to, reasonable attorneys' fees and costs for damages and liabilities as follows: (1) To Persons or property., in any way arising out of or through the acts or omissions of the Grantee., its contractors, subcontractors and their officers. employees., or agents., or to which the Grantee's negligence shall in any wad. contribute; - 19- 01/08/99 (2) Arising out of any claim for invasion of the riaht of privacy-, for defamation of any Person, firm or corporation; for the violation or infringement ofany copyright, trademark, trade name, service mark, or patent; for a failure by the Grantee to secure consents from the owners or authorized distributors of programs to be delivered by the Cable System, except with respect to any programming or information on the PEG Channels, or for violation of any other right of any Person; (3) Arising out of the Grantee's failure to comply with the provisions of any federal, state or local statute, ordinance, rule or regulation applicable to the Grantee with respect to any aspect of its business to which this Agreement applies -WdI 49, �L j*VKW&~" MIS W (B) Duty to, Gtive Notice wid, "Fender Def�nse- The Grantor shall give the Grantee I . . ...... .. timely written notice of any claim or of the commencement of any action, suit or other proceeding covered by the indemnity in this Section. In the event any such claim arises, the Grantor or any other indeninified party shall tender the defense thereof to the Grantee and the 0 . Grantee shall have the right and duty to defend, settle or compromise any claims arising hereunder and the Grantor shall cooperate fully therein. 5.4 Letter of Credit (A) No later than the effective date of this Agreement, the Grantee shall establish and provide to the Grantor, as security for the faithful performance by the Grantee of all provisions of this Agreement, a letter of credit in the amount of fifty thousand ($50,000) dollars twontit A01, 4 t1k I (B) The letter of credit shall be maintained at fifty thousand ($50,000) dollars At ........... %01 1&;1%j throu hout the term of this 111 OQ4 g Agreement, provided that at intervals no more often than every three (3) years, the Grantor shall have the right to review whether this amount should be increased to reflect increases in the Chicago Metropolitan Area Consumer Price Index during the prior three (3) year period. (C) The letter of credit may be assessed by the Grantor after affording the Grantee due process, and an opportunity to cure, in accordance with the terms and conditions of this Agreement, with respect to alleged violations, for purposes including, but not limited to, the following: (1) Failure of the Grantee to pay the Grantor sums due under the terms of this Agreement, (2) Reimbursement of costs borne by the Grantor to correct violations of this Agreement not corrected by the Grantee, -20- 01/08/99 (3 ) Monetary remedies or damages assessed against the Grantee due to default or breach of requirements of this Agreement, and (D) The Grantee agrees that it shall not attempt, through litigation or otherwise, to prevent or inhibit the Grantor from drawing on the letter of credit. The Grantee shall have the right of a de novo court appeal if the Grantee believes the letter of credit has not been properly drawn in accordance with this Agreement. Any funds the Grantor erroneously or wrongfully withdraws from the letter of credit shall be returned to the Grantee with interest from the date of withdrawal at a rate equal to the prime rate of interest as quoted by the First National Bank of Chicago (First Chicago) within thirty (30) business days of a final determination that the withdrawal was in error or wrongful. (E) If the Grantee fails within thirty (30) days after the date of written notice to pay to the Grantor any Franchise fees, assessment , taxes or amounts lawfully due which the Grantor determines can be remedied by a draw upon the letter of credit, the Grantor may thereafter withdraw the amount thereof from the letter of credit. Upon such withdrawal, the Grantor shall notify the Grantee of the amount and date thereof. (F) The letter of credit deposited pursuant to this Section shall become the property of the Grantor in the event that this Agreement is lawfully terminated or revoked for cause by reason of the default or material breach by the Grantee, and the Grantee has exhausted all of its remedies relating thereto. The Grantee, however, shall be entitled to the return of the letter of credit deposited in accordance with this Section, or any portion thereof remaining upon normal expiration of this Agreement. 11 (G) The rights reserved to the Grantor with respect to the letter of credit are in addition to all other rights of the Grantor whether reserved by this Agreement or authorized by law -or equity, and no action, proceeding or exercise of a right with respect to such, -letter of credit-.:-"...-. shall constitute a waiver of any other right the Grantor may have. (H) The Grantor shall give the Grantee written notice of any withdrawal under this Section upon such withdrawal, specifying the amount withdrawn and the specific reason for withdrawal. Within seven (7) days following receipt by the Grantee of written notice from the X W Grantor that any amount has been withdrawn from the letter of credit, the Grantee shall restore such letter of credit to the amount required under this Agreement. Failure by the Grantee to so restore the letter of credit shall be considered a material breach of this Agreement. 5.5 Liquidated Damages (A) Amounts. Because the Grantee's failure to comply with provisions of the Agreement will result in injury to the Grantor, and because it will be difficult to estimate the extent of such injury, the Grantor and the Grantee agree to the following liquidated damages for the following violations, which liquidated damages may be assessed following completion of the -21 - 01/08/99 procedures set forth in Section 15.1 of this Agreement. These damages represent both parties' best estimate of the damages resulting from the specified injury. The liquidated damage amounts are in 19994 dollars and shall be increased every three years by the increase in the U.S. Consumer Price Index for the Chicago Metropolitan Region. (1) For failure to contruct and activate its Cable System within forty-two (42) months of commencement of construction : $500 per day. 4/ �2) -For failure to extend a service line or provide similar video 0 4 programming as required: One -hundred dollars ($ 100 per day, and, if after Grantee has paid on the violation for thirty days, and the violation still exists, then the amount shall be $250 per day. (24(3) For all other material violations of this Agreement for which actual damages may not be ascertainable: One hundred dollars ($100-44) per day , and, if after Grantee has paid on the violation for thirty days, and the violation still exists, then the amount shall be $250 per day. (-34(4) For failure to give proper notice under Section III A 2 of Exhibit A of this Agreement: $ 100 per day. ,4(5) For failure to comply with Section 9 A (4) of this Agreement, $ 100 per day for the first thirty days and $250 per day thereafter. 4, (B) Pate of'Violatlo'n', "Notice and 0, v to Cure. The date of violation will be the date the Grantee receives notice of the violation from Grantor. The Grantor must provide written notice of a violation. Upon receipt of notice, the Grantee will have a period of forty-five (45) days to cure the violation or forty-five (45) days to present to the Grantor a reasonable remedial plan. For those alleged violations which cannot be reasonably cured in forty five (45) days, the Grantor, in the exercise of rea sonabfe discretion,- shall decide whether to accept or reject the remedial plan presented by the Grantee. Liquidated damages occur only in the event that either a cure has not occurred within forty five (45) days or in the exercise of reasonable discretion the Grantor rejects the plan and commence at that point. (C) Effect on Du' ltv to C f The collection of liquidated damages by the Village shall in no respect affect: Compensation owed to Subscribers; or (2) The Grantee's obligation to comply with the provisions of this Agreement or applicable law. (D) Liquidated damages, if elected by Grantor., shall be Grantor's exclusive remedy for the failure or violation to which the liquidated damages have been applied. _22- 01/08/99 (E) In no event shall the aggregate amount of liquidated damages paid by Grantee I=> C:� exceed fifty thousand ($50,000) dollars 44544A,4', through the term of the franchise. 5.6 Performance Bond Thirty (3+0 days after the Effective Date of this Agreement, Grantee shall post a performance bond in the amount of one hundred thousand dollars ($100,000). The bond shall be maintained until completion of construction. SECTION 6. CUSTOMER SERVICE 6.1 Customer Service Standards The Grantee shall meet of-e*(a any customer service standards adopted by the Federal finel +^ +Ues +1%', 1 A U ja cgiv nLg, m11n1AA,jcz%,",n Communications Commission , set forth an.1.7 1#41"W"Vov Y'AAAO %1"I'AW L 11-71, VAAI"44111W, 'INA, xhibit A1a=,* "It'll VFTW%A, a a Nor 7 '1 / %191A 411*11A iA 41 N, %11&A1%.f 7 ILA The Grantee shall be entitled to pass through to customers as external costs any amounts resulting from customer service standards passed by the Village that exceed FCC standards. 6.2 Subscriber Privacy The Grantee will comply with privacy rights of Subscribers in accordance with federal, state and local law. 6.3 Customer Service Guarantees Grantee guarantees that installations and service calls will be performed during the time period agreed upon with the Subscriber or Subscriber remuneration will be provided. Remuneration will be determined by Subscriber requirements, and may take the form of free installation, service credit or promotional items of comparable value. 6.4 Emergency Alert System A. In accordance with and at the time required by the provisions of FCC Regulations Part 11, subpart D, Section 11.51(h)(1), and as such provisions may from time to time be amended, the Grantee shall install, if it has not already done so, and maintain an Emergency Alert System (EAS) for use in transmitting Emergency Act Notifications (EAN and Emergency Act Terminations (CHAT) in local and state-wide situations as may be designated to be an emergency by the Local Primary (LP), the State Primary (SP) and/or the State Emergency Operations Center (SEDC , as those authorities are identified and defined within FCC Reg. Section 11.51. B. The Franchising Authority shall permit only appropriately trained and authorized Persons to operate the EAS equipment and shall take reasonable precautions to prevent any use of the Grantee's Cable System in any manner that results in inappropriate use thereof, or any loss or damage to the Cable System. Except to the extent expressly prohibited by law, the -23- 01/09/99 Franchising Authority shall hold the Grantee, its employees, officers and assigns li.,L-Irmless Crom, assigns claims arising Out of the emergency use of its Eacilities by the Franchisino- ALItljority, It - including, but not limited to. ,, reasonable attorneys' fees and c(�)sts. 7. t Open Records top (B) The Grantee shall at all times maintain and provide Grantor access to a full and complete set of plans, records and "as built" maps showing the exact location of all Cable System equipment installed or in use in the Franchise Area, exclusive of electronics, Subscriber drops and equipment provided in Subscribers' homes. These maps shall be accompanied by a copy in a standard format and medium agreed upon by the Grantor and the Grantee. 7.2 Confidentiality The Grantor agrees to treat as confidential any books and records that constitute proprietary or confidential information under federal or state law, to the extent the Grantee makes the Grantor aware of such confidentiality. The Grantee shall be responsible for clearly and conspicuously stamping the word "Confidential" on each page that contains confidential or proprietary information, and shall provide a brief written explanation as to why such information is confidential under state or federal law. If the Grantor believes it must release any such confidential books and records in the course of enforcing this AIF or for any other reason. it shall advise the Grantee in advance so that the Grantee mav take appropriate steps to protect its interests. If the Grantor receives a demand from any Person for disclosure of any information designated by the Grantee as confidential, the Grantor shall, so far as consistent with applicable -24- 01/08/99 law,, advise the Grantee and provide the Grantee with a copy of any written request by the party demanding access to such information within a reasonable time. Until otherwise ordered by a court or agency of competent jurisdiction, the Grantor agrees that, to the extent permitted by state and federal tawl it shall deny a - Access to any of the Grantee's books and records marked confidential as set forth above to any Person. 7.3 Plant Survey Report At the Grantor's request, the Grantee shall make available to the Grantor an annual plant survey report which shall include, but not be limited to, a description of the portions of the Franchise Area that have been cabled and have all Cable Services available and an appropriate engineering evaluation including suitable electronic measurements conducted in conformity with FCC technical requirements. Said report shall be in sufficient detail to enable the Grantor to ascertain that the requirements and technical standards of the FCC have been achieved and maintained. If the Grantor has reason to believe that portions or all of the Cable System does not meet the applicable FCC technical standards, at the Grantor's request, but not more often than once per year, the Grantee and the Grantor shall agree upon the appointment of aqualified independent engineer to evaluate and verify the technical performance of the Cable System. The cost of the evaluation shall be borne by Grantor unless the independent engineer determines that the cable system materially fails to meet FCC standards, in which case, Grantee shall reimburse Grantor for all costs of the evaluation. , 7.4 Copies of Federal and State Reports The Grantee shall submit to the Grantor upon request copies of all pleadings, applications, notifications, communications and documents of any kind, submitted by the Grantee or its -parent corporation to any federal, state or local court&; regulatory agencies or other government bodies if such documents specifically relate to the operations of the Grantee's Cable System within the Franchise Area. The Grantee shall submit such documents to the Grantor no n 4 "Ip It" -4 IA 1 1 thirty (30) -days after the request is received. 10 t Y".1 AA, jLevel Qr IOLA= Y% 1:1 LeA C Q *1 lftsw 'riN Alts, ft, I O+n,+tA, e% ffl%, A1141 1*7t�, Iwo I", 'r TW top JL Al NNOA &t�& V%10 V %0- %.&X A A 1%.0 %,Y 14 %WLA, X"No"k A 14O`P**%WA, U44"I OJ?4" WT-3%PNOLVAL LOWMISO M Al-WAX44a, 4 ,`ant T '%OW, IWO %0"A V NANW A&A X A,& L%*" VINJ MW NOWAXA.A%41 "I'A WAI ny such confidential material determined to be exempt from public disclosure shall be retained in confidence by the Grantor and its authorized agents and shall not be made available for public inspection. 7. -15' Complaint File and Reports (A) The Grantee shall keep an accurate and comprehensive file of anv and all complaints regarding the Cable System which have been forwarded to the Grantee from the Grantor, in a manner consistent with the privacy rights of Subscribers, and the Grantee's actions in response to those complaints. These files shall remain open to the Grantor during normal business hours. Upon request, the Grantee shall provide the Grantor an executive summary quarterely., which shall include information concerning customer complaints, ancl -25- 01/08/99 (B) Upon request,, aA log of all service interruptions shall be maintained and provided to the Grantor on a quarterly basis 7.6 Inspection of Facilities The Grantor may inspect any of the Grantee's facilities and equipment at any time upon at least one business day's notice, or, in case of an emergency, upon demand without prior notice. 7.7 False Statements Any intentional false or misleading statement or representation in any report required by this Agreement may be deemed a material breach of this Agreement and may subject the Grantee to all remedies, legal or equitable, which are available to the Grantor under this Agreement or otherwise. SECTION 8. SYSTEM, PROGRAMMING AND CHANNEL CAPACITY 8.1 Grantee Compliance The Grantee shall meet or exceed the programming and channel capacity requirements set forth in this Agreement, and in all applicable federal, state or local statutes, regulations or standards. 8.2 Broad Programming Categories The Grantee shall provide at least the following broad categories of programming to the extent such categories are reasonably available. (A) Educational programming; (B) News & Information; (C) Sports; (D) General entertainment (including movies); (E) C hildrenJfamily -oriented (F) Arts, culture and performing arts; (G) Science/documentary; (H) Weather information; (1) National, state, and local government or public affairs; -26- 01/08/99 (J) PEG Access programming; 8.3 Ascertainment of Programming and Customer Satisfaction The Grantor may, at its sole option and expense, undertake an annual survey of community views of cable operations in the Franchise Area, including, but not limited to, programming, response to community needs, satisfaction and dissatisfaction with Cable Services offered by the Grantee, and customer service. The Grantee, upon request, shall consult and cooperate with the Grantor in developing and implementing an ascertainment methodology. If the Grantor desires, the survey required may be in a form that can be transmitted to Subscribers with one or more bills for service, such as postage -paid self-addressed post cards. The Grantor shall provide the results of such survey to the Grantee within two (2) months after completing the survey. 8.4 Deletion or Reduction of Programming Categories (A.) The Grantee shall not delete any broad category of programming within its control (B) In the event any applicable law or regulation materially alters the terms and conditions under which the Grantee carries programming within a broad programming category, then the Grantee shall be obligated to carry such programming only upon reasonable terms and conditions. 8.5 Parental Control Device Upon request by any Subscriber, the Grantee shall make,available,atappl ic able - parental control or lockout device,, traps or filters to enable a Subscriber to control access to both the audio and video portions of any or all Channels. The Grantee shall inform its Subscribers of the availabty of the lockout device at the, time of their initial subscription and periodically thereafter. 8.6 Leased Access Channels The Grantee shall meet the Leased Access Channel requirements imposed by federal law. 8.7 Continuity of Service (A.) It shall be the right of all Subscribers to continue to receive Cable Services from the Grantee insofar as their financial and other obligations to the Grantee are honored. Subject to the force majeure provisions of this Agreement, the Grantee shall use its best efforts to ensure -27- 01/08/99 that all Subscribers receive continuous, uninterrupted Cable Service regardless of the circumstances. (B) In the event of a change in ownership., or in the event a new Cable Operator acquires the Cable System in accordance with this Agreement, the Grantee shall cooperate with the Grantor and such new Cable Operator in maintaining continuity of service to all Subscribers. 8.8 Services for the Disabled The Grantee shall comply with the Americans With Disabilities Act, any amendments thereto and any other applicable federal or state laws or regulations and shall provide the following specialized services and capabilities to benefit the Village's disabled community when technically feasible: (A) All closed -captioned programming retransmitted by the system shall include the closed -caption signal. (B) All closed -captioned programming shall be identified on the Grantee's program guide Channels when available from the program source. (C) The Grantee shall install closed -captioned devices purchased by hearing- imp aired cable Subscribers. (D) Upon request, the Grantee shall review the need for and availability of special programming pertaining to the disabled. emw (A) PEG Access Channels. -28- 01/08/99 programming, in the event the Village requests SLIch additional channel and provided the L_ four PEG channels are currently fully utitlized. As used herein'. "fully utilized" shall mean utilized for original, non -duplicative, non -character generated locally produced video PEG programming not less than six (6) hours per day, five (5) days per week. -5 - 1 J-, 3� 7OW The one additional channel provided pursuant to this Section 9(A) shall be reviewed annually by joint review of the Grantee and the Grantor thereafter and upon such annual review, the additional channel shall continue to be made available to the extent that the PEG channels (including the original PEG channels) were at least eighty percent (80°/x) fully utilized throughout the preceding year. If such usage requirement is not met, usage of the additional channel shall terminate subject to reactivation at the request of the Grantor upon demonstration that the four original PEG channels are fully utilized, and to the annual review provided herein. In no event shall non -PEG programming be included in determining whether the channels are fully utilized. Non -PEG programming shall include the programming which is defined as commercial in nature under the conditions of Sections 611 and 612 of the Cable Communications Policy Act of 1984, as amended. (3) In accordance with the 1984 Cable Act and Subsection B. the Grantor or a non-profit entity to which it has designated such responsibility shall have sole responsibility for funding the administration, operation and programming of such channels. (4) The Grantee shall maintain the distribution system over which such channels are carried on its Cable System and shall provide that there is no material degradation in the signals for such channels as are received by the Grantee from the Grantor for distribution over the Grantee's Cable System. -29- 01 /08/99 ILI I im, 0 WALMO, J111MLM&AM, ILI, # &V�114%1 AU IL JWARLIbM 0 W OLA12 Wit ft�' I WILWIN MA WTI ON 611mi I ALIWIN 6"ALWAL*'if MR WAR M M W"M IM, 1, low W, I WE JL*4 0 WIMMARAULTA STM M I M1,01 AD,&*VL*, 14*0, W Al""AMM'0 I Will Milliiiiiiiiii Wil `W,''1lllllMAW*4Wl *16 *WWWAIMil 1.46 It"11110 I ............ ............ NA INS d0i -29- 01 /08/99 1111k YA4 XT -UT-17- ik NO, a + —H+—P TV �Vv T W e4_11.411 ftk+4 14 uo11 0 1 01? 1__r%AV 0MI, ea d2l -1 YNI-11 01 4?VfaH* &A 164,V N-0 4, %A a A %W 1401*j 1Y1WW411U.R1KJL4_TKAA.0eLJ, . ............. V�x vA C., lei nA t''el''ej A f!"r'0'A jr,�,1,1 ew I'N 4 IL I P_1� da 0 CAI 01 11 46,A-% A AVA V %Off %4, 91,%W L I AL__V1tNWJ1, I A, V7___1MT11LT W, NW -W It"t V 1`494 .. +03" 112Ln'. 111 AN,"M% tA TIN il IF JVX WNW71 rr7 In lieu of providing PEG equipment or services duplicative of those being provided by the incumbent cable franchisee to the Grantor, Grantee will pay the Grantor twenty -thousand dollars ($20,000) within thirty (30) days of the Effective Date and additionally will pay quarterly within forty-five (45) days of the last day of each calendar quarter an amount equal to one percent (1%) of adj uteri Gross Revenues (Gross Revenues as defined in Section 1.16 of this Agreement net of the franchise fee set forth in Section 3.1 of this Agreement). Such payment shall not be considered a franchise fee as defined by Section 3.1 of this agreement. (C) PEG Access, Op&ratin,g Costs, (1) The Grantee shall not be responsible for the administration, operation and programming of such PEG channels, including without limitation all personnel required in connection with the use of such channels, all facilities, equipment and material necessary for the use of the channels, the creation, selection and distribution of programming on such channels, the adoption, administration and enforcement of all rules, regulations and procedures pertaining to such channels. (D) Unused,,. Channels. Subject to written authorization from the Grantor, the Grantee shall have the right to use temporarily any Channel, or portion thereof, which is allocated under this Section for Public, Educational, or Governmental Access use pursuant to Section 611 (d) of the Cable Act. (E) The users of PEG Access Channels shall be responsible for obtaining appropriate authorization from the owners of intellectual property rights for their use in connection with Access productions. Tkahmhao GA,A;-1L4A&1L%ANW 44414114W&A''IL the Grantee shall make commercially reasonable efforts to assist users in obtaining such authorization. A. J 16*1 a 160L &ILLWA.1,U, &&,#16 404*oPwAo-4 AAA %Or W %,"'f X111 ,"A I At� Any user of any Access Channel, equipment or facilities shall agree in writing to hold the Grantee and the Grantor harmless from any and all liability or other injury including any reasonable costs of defending claims or litigation (including attorneys' fees and expenses) arising from all use or in connection with claims for failure to comply with any applicable laws; for claims of libel, slander, invasion of privacy or the infringement of com-mon law or statutory copyright; for unauthorized use of any trademark, trade name or service mark; for breach of contractual or other obligations; for any other injury or damage in law or equity, which claims result from the users' use of equipment and facilities. SECTION 10. GENERAL STREET USE AND CONSTRUCTION 10.1 Construction 0 01/08/99 (A) Subject to applicable laws, regulations and ordinances of the Grantor and the provisions of this Agreement, the Grantee may perform all construction necessary for the operation of its Cable System. All construction and maintenance of any and all facilities within Streets incident to the Grantee's Cable System shall, regardless of who performs the construction,, be and remain the Grantee's responsibility. The Grantee shall apply for, and obtain, allpermits necessary for construction or installation of any facilities, and for excavating and laying any facilities within the Streets. The Grantee shall pay, upon issuance, all applicable fees of the requisite construction permits. The Grantor shall not unreasonably withhold issuance of any permit. (B) Prior to beginning any construction, the Grantee shall provide the Grantor with a construction schedule for work in the Streets. All construction shall be performed in compliance with this Agreement and all applicable Village Ordinances and Codes. When obtaining a permit, the Grantee shall inquire about other construction currently in progress, planned or proposed, in order to investigate thoroughly all opportunities for joint trenching or boring. Whenever it is possible and reasonably practicable to joint trench or share bores or cuts, the Grantee shall work with other providers, licensees, permittees, and Franchisees so as to reduce as far as possible the number of pavement cuts within the Village. 10.2 Location of Facilities The Grantee shall participate in and comply with all requirements of J.U.L.I.E.. comply 10.3 Relocation The Grantor shall have the right to require the Grantee, within sixty (60) days following written notice, to change the location of any part of the Grantee's Cable System within the Right of Way when the public convenience requires such change, and the expense thereof shall be paid by the Grantee upon written notice. Should the Grantee fail to remove or relocate any such facilities by the date established by the Grantor in such notice, the Grantor may effect such removal or relocation, and the expense thereof shall be paid by the Grantee, including all costs and expenses incurred by the Grantor due to the Grantee's delay. If the Grantor requires the Grantee to relocate its facilities located within the Right of Way, the Grantor shall make a reasonable effort to provide the Grantee with an alternate location within the Right of Way. If funds are generally made available to users of the public rights-of-way for such relocation, the Grantee shall be entitled to its pro rata share of such funds. 10.4 Restoration of Streets I (A) Whenever the Grantee disturbs the surface of an -y Street for anv purpose., the 1. - I Grantee shall promptly restore the Street to at least its prior condition. When any opening is made by the Grantee in a hard surface pavement in any Street, the Grantee shall, immediately following completion of work, refill the opening and restore the surface to its prior condition in accordance with Village requirements. 01/08/99 (B) ff the Grantee excavates the surface of any Street, the Grantee shall be responsible for restoration in accordance with applicable regulations and standards of the Village within the area affected by the excavation. The Grantor may, after Grantee's failure to restore any excavation and after providing notice to the Grantee, refill or repave any opening made by the Grantee in the Street, and the expense thereof shall be paid by the Grantee. The Grantor may, after providing notice to the Grantee, remove or repair any work done by the Grantee which, in the determination of the Grantor, is inadequate. The cost thereof, including the costs of inspection and supervision, shall be paid by the Grantee. All excavations made by the Grantee in the Streets shall be properly safeguarded for the prevention of accidents. All of the Grantee's work under this Agreement, and this Section in particular, shall be done in strict compliance with all rules, regulations and ordinances of the Grantor. 10.5 Maintenance and Workmanship (A) The Grantee's Cable System shall be constructed and maintained in such manner as not to interfere with sewers, water pipes, conduits, wires or any other property of the Grantor, or with any other pipes, wiresconduits, pedestals, structures, equipment or other facilities that may have been laid in the Streets by, or under, the Grantor's authority. (B) The Grantee shall provide and use any equipment necessary to control and carry the Grantee's signals so as to prevent injury to the Grantor's property or property belonging to any Person. The Grantee, at its own expense, shall repair, change and improve its facties to keep them in good repair, and safe and presentable condition. 1" of the Grantor Street Rights Nothing in this Agreement shall prevent the Grantor or utilities owned, maintained or operated by public entities other than the Grantor, from constructing, repairing or removing sewers; grading, paving, repairing or altering any Street; installing, repairing or removing water mains; or constructing, maintaining or establishing any other public work or improvement. All such work shall be done-, insofar as practicable, so as ' not to obstruct, injure or prevent the use and operation of the Grantee's Cable System. However,, if anv of the Grantee's Cable System interferes with the construction or repair of any Street or public improvement, including construction, repair or removal of a sewer, water main, conduit or wire, the Grantee's Cable System shall be removed or replaced in the manner the Grantor shall direct, and the Grantor shall in no event be liable for any damage to any portion of the Grantee's Cable System. Any and all such removal or replacement shall be at the expense of the Grantee. Should the Grantee fail to remove,, adjust or relocate its facilities by the date established by the Grantor's wTitten notice to the Grantee, the Grantor may effect such rernovaL, adjustment or relocation, and the expense thereof shall be paid by the Grantee,, including all reasonable costs and expenses incurred by the Grantor due to the Grantee's delay. 10.7 Street Vacation 01/08/99 If any Street or portion thereof used by the Grantee is vacated by the Grantor during the term of this Agreement., unless the Grantor specifically reserves to the Grantee the right to continue its installation in the vacated Street, the Grantee shall, without delay or expense to the Grantor, remove its facilities from such Street, and restore, repair or reconstruct the Street where such removal has occurred, and place the Street in such condition as may be required by the Grantor. In the event of failure, neglect or refusal of the Grantee, after thirty (30) days' notice by the Grantor, to restore, repair or reconstruct such Street, the Grantor may do such work or cause it to be done, and the reasonable cost thereof, as found and declared by the Grantor, shall be paid by the Grantee within thirty (30) days of receipt of an invoice and documentation, and failure to make such payment shall be considered a material breach of this Agreement. 10.8 Discontinuing Use of Facilities Whenever the Grantee discontinues using any facility within the Streets, the Grantee shall either remove such facilities or abandon such facilities in place in accordance with Village codes. The Grantor may require the Grantee to remove the facilities from the Street or modify the facility to protect the public health, welfare, safety, and convenience, or otherwise serve the public interest. If the Grantee abandons its facilities,, the Grantor may choose to use such facilities for public, governmental, or educational purposes. 10.9 Hazardous Substances (A) The Grantee shall comply with all applicable local, state and federal laws, statutes, regulations and orders concerning hazardous substances relating to the Grantee's Cable System in the Streets. (B) The Giantee shall maintain and inspect its Cable System located in the Streets. Upon reasonable notice to the Grantee,, the Grantor may inspect the Grantee's facilities in the Streets to determine if any release of hazardous substances has occurred, or may occur, from or related to the Grantee's Cable System. In remo-ving,or modifying the Grantee's facilities as provided in this Agreement, the Grantee shall also remove all residue of hazardous substances related thereto. 10-10 Under rounding of Cable (A) Wiring. (1) Where electric and telephone utility wiring is installed underground at the time of Cable System construction, or when such Wiring is subsequently placed underground, all Cable System lines or wiring and equipment shall also be placed underground on a nondiscriminatory basis with other wire line services at no additional expense to the Village or Subscribers. Related Cable System equipment such as pedestals must be placed in easements rather than Right of Way to the extent possible. but in accordance with Village code requirements and underground utility rules as administered by the Director of Public Works. In areas where both electric and telephone _3;_ 01/08/99 Po t 'A I � I L t I I)Ole'Ind ii"Ossl Ic I J -1 -lis does not arant. (,Yilvl-c M' COM C\ to tile (-'fran[��e the r'(dv- oi- rl% iteg)e to install its Cacilities in an ,, manner OR SpeCi fiC Utilliv pois or C',1,L1iP1l.1C1At of, '[1.1c or an% other P,%-.-lrson lvxv,ithout their peri-nissimi. Shall p1-O'1,-'1CtC. UP011 reqLICSt. I)rool'o f permission For pole attachment or use Of Other CLIL11pillent. B Rellp,�Ilr and Restoration of Propertv., I The Grantee shall protect public and private properv,- from damage. If darriaue occurs the Grantee shatl promptiv notify the propertp owner within M,entv-foUr (24) hours in writincy If public or private property is disturbed or damaaed. the Grantee shall 2 restore the propert,\1 to its former condition., normal wear and tear excepted. Public right- of-wav or other rllaa..-e property shall be restored. in a ma and within a time approved bv the Director of Public Works. If restoration. of public ri(-Tht-of-wav- or other In VillacTe property is not satisfactorily perfon-ned within a reasonable time. the Director of Public Works may, after prior notice to the Grantee, or without notice where the disturbance or damage may create a risk to public health or safety. cause the repairs to be made at the Grantee's expense and recover the cost of those repairs from the Grantee. Within thirtv (30) days of receipt of an itemized list of those costs. includina the costs of labor, materials ancl equipment, the Grantee shall pav- the Grantor. If suit is brott(.jht upon the Grantee's failure to pay for repair or restoration, and if JUent in Such a suit is entered in favor of the Granton, then the Grantee shall pay all of the Grantor's actual. costs resulti.no- from the non-pavment. includino- dama.(-Yes. interest from. the date the bill vv -as nresentect. ciisbursements. attornevs' fees and litic.Tation-related costs. PrivYate propert-,t: L .1 niust be restored promptiv. considerini), the riature of til that rn-ust be performe i and C1 in. accordanct2,, vvith C1 ,.3cheduie to be determined vv-ith the Private propert-\- owner. except il-)Lai estoration work. MLIV be Suspended dui ml the wintermoriths. to enterino- onto nriN.ate [-)roL)cri, C a ,Ste ill. It, GrL'1111�21, shail aivc tile P-'Xrsorl residlMi M1 01 "1 "A II,- -er �.�-hich d exit' t'fi t 11 e 11 0 L I s t C �2 I c 11 a door hank) I L h le dnticipall,�- J -Fhat it i,ntends to worlotthe property. a desc r P t I C` [1 t 1 -le "A t Inten o rk id C" V7 I'll iS 'I ilL1111C Illld Phon.e aurilrer ffie P",----,rson ,-,,,ar °all [0 DFOICSt 01- 111. lo idic at;, 10 11 C, � c donin i nlanner ["hatcaLL.S:h wC LIS I I 2'k'! Lk an( L �k- k B C K t -k 'Al 111, �1 IS C I rams rL1 I i '11-W U I C111i", �Oc'U h ol, (m Lim o(lic'I a (2 1R)I CC 1 0 V Lt C I I I[\ 111LI 101. [11C 61.amol- I I.' XCCPL dL11-111" 'L111 t(Ac i Ll 0 1 L I I I 1101iCe 10 tile C'Tralitee prior LO tal�HIUY SUCh -LIC11011 and Aiall. �Oic�� lr'�2asihk2, pI-(-)\ I& the I I I It (2 Iith the (,.)PP()rtun1tN to Perf(,-)rn-i stich action. 1:'ollo\kIII(T Itice b", Lheixw t xi. the Gr4.-Intee shLtlij rernove. replace. inn dil`v or disconncct an% of Its t1icilitics or C(-JUIP-Mel lt ithiii am PUhhC right- or on any other Villa propert ,-. except thLat the U-11111LOr p r I Cie Lit L least one ajor capit, I L'111PI'OVe_11.1.C11L 1)170'ect \01'ch \A\(,-)Lijcj ln.indred eight% 180) days' written iiotice of an,\- mL' Ll I 91 ric es t e e rL inti or r��cjLtire the renin,' 1. repIcacenlem. 111(_)Clif-ICL,111011 01, disconnecl-i0ii of the Lln bed and o eq L I i p rger t. If the Grantee [11ils to cotnpletc this worl'\,, \Nltliln the unie prescri tthe Grantor's satisl'action. the Gr(rantor may caUSe SUCh to be doiie aiid it the Cost of the work N 1 1, - I to the Grantee. WithIn thirty (30) days of receipt of ,an Itemized list (DI ti. os("", cost . the Grantee shall pay the Grantor. (D) Movement for Othei, Franchise Holders, 11' ay renioN,�at. re. lace ment. modification, or disconnection is required to accommodate the construction. operation or repair of the facilities or equipment of another franchise holder. Grantee shall, after at least thirty da -s. advance written notice. take action to effect the changes requested by the responsible en.titv. The -franchise holder requestina the removal. replacernent. rnodification. or disconnection shall be responsible for pavin(U the reasonable costs incurred by the Grantee in accommodatin(i such requests. (E) Ntov -ent X617 Other ger ia,ittees. At the request or" any Person holding a valid permit and upon reasonable advance notice, the Grantee shall temporarily raise. lower or remove its wires as necessary to permit themcaving of a building. vehicle. equipment or other item. The expense of such temporary changes must be paid by the permit folder. and the Grantee ma - require a reasonable deposit of the estimated payment in. a&ance. (. I x-ior notice tothe Villau_f-- Forester. the Grantee shall F" Tree , t. , Uect to pSbji ,na-%.-e the aUthoritv to trim trees thatO"Verhan(U a public ri(.),ht-of��,-a� .)T.'LhC Villa(2c so as to pre -�V-ent the branches of ssuch.trees from comin(.:r in contact �,viits ts Cabl,�- S\ -'stern. in accordance %vith am)licable Villacye codes and rc(.--,fti1ations and current. acceptec orofessional tree trimming -f practices. H). I I Construction Codes a ri c 1CM111. `,"deS C'U IT e 11 '"Ttle ('--irranteL s h (a 'S t r I C :_1 e �_j 10 -1 U i 1 11 CT 0 1- Ih C I'C ','I L t t2'r' 111, A 1". :a ies and S. 0 11 Ll I 'Allu I'%, Fhe Or, ntee si:iall carrano�e 't s I i n es b L 11 d P P L 7- %-1 n C c 1L. Oth rUb1*C r -OpertV. In S I I c re n c )ucri La i -n -a n n e r ��],s t ot -aLisc 1inreas(--)nah`e I of, tile ('j ranto r nj'N, "t'l t e r P e rt,\, L A 111,% P I -Son. i n rhe C 1-1 Gi ra ni t e '"'I e LTI T 2, , 11 L '11,10 1 , - , i. i i r \-2 e r cn �1 1 0 C L �e ILE 1,0 r r n ,I, L L e s i 1 1 I 1 .2' St.andards All work authorized and required hereunder shall be done in a safe, thorough and workmanlike manner. The Grantee must comply with all safety requirements, rules and practices and employ all necessary devices as required by applicable law during construction, operation and repair of its Cable System. By way of illustration and not timitation, the Grantee must comply with the National Electric Code, National Electrical Safety Code and Occupational Safety and Health Administration (OSHA) Safety and Health Standards. SECTION 11. SYSTEM DESIGN The Grantee shall construct, operate and maintain the cable television system in full compliance with all applicable local, state and federal laws, including, but not limited to, the rules and regulations of the Federal Communications Commission. The Grantee shall be solely responsible for taking all steps necessary to assure compliance with such laws and regulations and the safety of its systems as installed. 12.1 Interference (A) Neither the Grantee's plant and equipment, nor any work the Grantee performs, shall endanger or interfere in any manner with the rights of any property owner, or hinder or obstruct pedestrian or vehicular traffic. (B) The Grantee shall at all times employ professional care and shall install an maintain in use methods and devices to prevent failures and accidents which could cause inj or nuisance to the public. 12.2 Test and Compliance Procedures (A) If the Grantor has jurisdiction to enforce FCC technical standards, the Grantee shall submit to the Grantor a detailed test plan describing the methods and schedules for testing the Cable System on an ongoing basis to determine compliance with the provisions of the FCC technical standards. The tests may be witnessed by representatives of the Grantor, and vm'tten test reports shall be submitted to the Grantor. (B) If required by FCC rules, the Grantee shall conduct proof of performance tests designed to demonstrate compliance with this Agreement and FCC requirements., and, upon request, -shall provide to the Village written reports showing the results of such tests. 12.3 Additional Tests At any time after commencement of service to Subscribers, the Grantor may require additional tests, full or partial repeat tests, different test procedures or tests involving a specific Subscriber's terminal. Requests for such additional tests will be made on the basis of complaints received or other evidence indicating any unresolved controversy or noncompliance, and such 36 01/08/99 tests shall be limited to the particular matter in controversy. The Grantor shall endeavor to so arrange its request for such special tests so as to minimize hardship or inconvenience to the Grantee or to the Subscriber. SECTION 13. SERVICE EXTENSION, CONSTRUCTION AND INTERCONNECTION 13.1 Equivalent Service It is the Grantee's general policy that all residential dwelling units in the Franchise Area have equivalent availability of Cable Services from the Grantee's Cable System and, except as -11- n all tgo,t'gl, rw-uk n g '04 allowed by Federal law, under nondiscriminatory rates and reasonable terms and conditions. The Grantee shall not arbitrarily refuse toprovide Cable Services to any Person within its Franchise Area. 13.2 Service Availability (A) In Gener*aL The Grantee shall provide Cable Service within seven (7) business days of a request by any Person within its Franchise Area. For purposes of this Section, a request shall be deemed made on the date of signing a service agreement, receipt of funds by the Grantee, receipt of a written request by the Grantee or receipt by the Grantee of a verified verbal request. The Grantee shall provide such service: (1) With no line extension charge except as specifically authorized elsewhere in this Agreement; (2) At an stallation charge for a standard installation consisting of a 150- foot drop, with additional charges for non-standard installations computed, according to a M - adopted methodology for such installations, by the Granteeirl. r%A , t JLJLJL A.Ax 13.3 Interconnection With Other Cable Systems (A) The Cable System shall be capable of being connected with contiguous Cable 11 A,1114,Q 0 E 1',qn at Systems in the area owned or operated by Grantee af"!�o I -M 'A, MXAA A4,14ok %JL '%,.A'VAwA&AA , (B)Grantee shall , in accordance with this Section, attempt to interconnect the public, educational and governmental access channels of the Cable System with any other Cable System in the area not owned or operated by Grantee or an Affiliate of Grantee, upon the request of Grantor, if technically and economically feasible and a mutually acceptable interconnection agreement is accomplished. Grantor shall not request 11 _37- 01/08/99 interconnection except under circumstances where it can be accomplished withOLLt undue burden or excessive costs to the Subscribers and Grantee. Upon receiving the request of Grantor to interconnect with a non Affiliated system, Grantee shall attempt to promptly initiate negotiations with the other affected Cable System or systems to attempt to reach a mutually acceptable interconnection agreement, and shall report to Grantor the results of such negotiations no later than sixty (60) days after such initiation. 13.4 Connection of Public Facilities The Grantee shall,, at no cost to the Grantor, provide at least one (1) outlet of basic and expanded basic programming to existing public buildings specified in Exhibit B. In addition, the Grantee shall provide, at no cost to the Grantor, one (1) outlets of basic programming to other public buildings if the drop line from the feeder cable to such building does not exceed one YjA 41 a hundred and fifty (15 0) tweBLAFY f,,4,L;;V 1%0 N,.& ...44 cable feet or if the Grantor or other agency agrees to pay the incremental cost of such drop line in excess of one hundred and fifty (150) tvvye..n.414 :Elro, cable feet, including the cost of such excess labor and materials. Outlets of basic programming provided in accordance with this subsection may be used to distribute Cable Services throughout such buildings provided such distribution can be accomplished without causing Cable System disruption and general technical standards are maintained. Such outlets shall not be located in public waiting rooms, break rooms, nor used to entertain public groups, nor shall the outlets be used in any manner that miht violate copyriht la ggws. 13.5 Line Extensions The Grantee shall offer Cable Service within the Village and to all of the Village's residents. It shall be the obligation of the Grantee to furnish Cable Service to those areas of the Village having a density of at least thirty-five (35) homes or dwelling units per linear mile as measured from the existindistribution network of the Cable System. Additionally, the Grantee g shall extend its service to any resident within the Village who elects to subscribe to the Cable Service if they are one hundred and fifty (150) tA,,AA@.,:BR.Ar 4ve w et or less from a distribution cable. However, for unusual circumstances, such as the existence of more than one hundred and fifty (150) 0 �2 54 e f et of distance from the distribution cable to connection of service to Subscribers, or a density of less than thirty-five (35) homes or dwelling units per 5,280 cable - bearing strand feet of trunk or distribution cable, Cable Service may be made available on the basis of a capital contribution in aid of construction, including cost of material, labor and easements. For the purpose of determining the amount of capital contribution in aid of construction to be borne by the Grantee and Subscribers in the area in which Cable Service may be extended) the Grantee will contribute an amount equal to the construction and other costs per mile, multiplied by a fraction whose numerator equals the actual number of potential Subscribers per 5,280 cable -bearing strand feet of its trunk or distribution cable, and whose denominator equals thirty-five (35). Other potential Subscribers will bear the remainder of the construction 01/09/99 and other costs on a pro rata basis. The Grantee may require that the payment of the capital contribution in aid of construction borne by such potential Subscribers be paid in advance. .01X *A, , 011, "� 1�% ti, A'I 141 " -1 f d11% 11*111 .10%,4"N't k* W A The Grantee shall also offer Cable Service A Ww* ASAJ 4 ANA V.771,11, to commercial establishments in the Village and continue to offer Cable Service to all areas previously served under the prior cable Franchise, if any. The Grantee will make its Cable Service available to any commercial establishments not currently served provided, however, that the commercial establishment pays the Grantee for installation and new service at rates established by the Grantee. SECTION 14. TECHNICAL STANDARDS 14.1 Emergency Standby Power The Grantee shall maintain standby power system supplies, rated for at least three (3) hours duration, throughout the trunk and distribution networks. In addition, throughout the term of this Agreement, the Grantee shall have a plan in place, along with all resources necessary for implementing such plan, for dealing with outages of more than three (3) hours. This outage plan and evidence of requisite implementation resources shall be presented to the Grantor no later than ninety (90) days following the effective date of this Agreement. 14.2 Headend Performance The Grantee shall adopt and maintain technical performance standards for all Headend systems, including off -air station reception, satellite signals, insertion signals., and equipment for reception and routing of Interconnected signals from other providers, including inter -connected networks, consistent with federal law. All system performance testing shall also include all Headend systems. SECTION 15. FRANCHISE BR-EACHES; TERMINATION OF FRANCHISE 15.1 Procedure for Remedying Franchise Violations (A) If the Grantor believes that the Grantee has failed to perform any material obligation under this Agreement or has failed to perform in a timely manner, the Grantor shall notify the Grantee in writing, stating with reasonable specificity the nature of the alleged default. The Grantee shall have thirty (3 ) 0) days from the receipt of such notice to: (1) respond to the Grantor, contesting the Grantor's assertion that a default has occurred, and requesting a hearing in accordance with subsection (B) below; or (2) cure the default; or (3) notify the Grantor that the Grantee cannot cure the default within the thirty (30) days, because of the nature of the default. In the event the default cannot be cured -39- 01/08/99 within thirty (30) days, the Grantee shall promptly take all reasonable steps to cure the default and notify the Grantor in writing and in detail as to the exact steps that will be taken and the projected completion date. In such case, the Grantor may set a hearincy in t) accordance with subsection (B) below to determine whether additional time beyond the thirty (30) days specified above is indeed needed and whether the Grantee's proposed completion schedule and steps are reasonable. (B) If the Grantee does not cure the alleged default within the cure period stated above, or by the projected completion date under subsection (A)(3), or denies the default and requests a hearing in accordance with subsection (A)(1), or the Grantor orders a hearing in accordance with subsection (A)(3), ashall set a public hearing to be held by the Village's Board of Trustees to investigate said issues or the existence of the alleged default. The Grantor shall notify the Grantee of the hearing in writing and such hearing shall take place no less than thirty (30) days after the Grantee's receipt of notic ' e of the hearing. At the hearing, the Grantee shall be provided an opportunity to be heard and to present evidence in its defense. The determination as to whether a default or a material breach of this Agreement has occurred shall be within the Grantor's sole discretion, but any such determination shall be subject to de novo review in a court of competent jurisdiction under applicable law. (C) If, after the public hearing, the Grantor determines that a default still exists, the Grantor shall order the Grantee to correct or remedy the default or breach within fifteen (15) days or within such other reasonable time frame as the Grantor shall determine. In the event the Grantee does not cure within such time to the Grantor's reasonable satisfaction, the Grantor may: (1) Withdraw an amount from the letter of credit as provided in Section 5.4 monetary damages; (2) Revoke this Agreement; oil (3) Pursue any other legal or equitable remedy available under this Agreement or any applicable law. 15.2 Revocation (A) The Grantor may revoke this Agreement and rescind all rights and privileges associated with this Agreement in the event of a material breach including, but not limited to the following, each of which represents a material breach of this Agreement,, rovided, however, that p the procedures for defaults under Section 15.1 have been followed: (1) If the Grantee fails to perform any substantial obligation under this Agreement or under any ordinances, documents or other terms and provisions entered into by and between the Grantor and the Grantee-, -40- 01/08/99 11 01/08/99 (A) In the event of termination, expiration and non -renewal or revocation or this Agreement, the Grantee must either remove or abandon in place the above -ground Cabte System facilities and such underground facilities as required by the Grantor in order to achieve reasonable engineering or Street -use purposes, from the Franchise Area at the Grantee's sole expense within a reasonable period of time as determined by the Grantor. In removing its plant, structures and equipment, the Grantee shall refill, at its own expense, any excavation that is made by it and shall leave all Street, public places and private property in as good a condition as that prevailing prior to the Grantee's removal of its equipment. (B) If the Grantee chooses to remove facilities and such removal is not completed to the reasonable satisfaction of the Grantor, the Grantor may cause the work to be done and the Grantee shall reimburse the Grantor for the reasonable costs incurred within thirty (30) days after receipt of an itemized list of the costs or the Grantor may recover the costs through the letter of credit provided by the Grantee. 15.4 Receivership and Foreclosure (A) At the option of the Grantor, subject to applicable law, this Agreement may be revoked one hundred twenty (120) days after the appointment of a receiver or trustee to take over and conduct the business of the Grantee whether in a receivership, reorganization, bankruptcy or other action or proceeding unless: (1) The receivership or trusteeship is vacated within one hundred twenty (120) days of appointment; or (2) The receivers or trustees have, within one hundred twenty (120) days after their election or appointment, fully complied with all the terms and provisions of this Agreement, and have remedied all defaults under the Agreement. Additionally, the receivers or trustees shall have executed an agreement duly approved by the court having jurisdiction, by which the receivers or trustees assume and agree to be bound by each and every term and provision of this Agreement. (B) If there is a foreclosure or other involuntary sale of the whole or any part of the plant, property and equipment of the Grantee, the Grantor may serve notice of revocation on the Grantee and to the purchaser at the sale, and the rights and privileges of the Grantee under this Agreement shall be revoked thirty (30) days after service of such notice, unless: (1) The Grantor has approved the transfer of the Agreement, in accordance with the procedures set forth in this Agreement and as provided by law-, and (2} The purchaser has agreed with the Grantor to assume and be bound by all of the terms and conditions of this Agreement. -42- 01/08/99 150 - 5 Non -enforcement by the Grantor The Grantee is not relieved of its obligation to comply with any of the provisions of this Agreement by reason of any failure of the Grantor to enforce prompt compliance. The Grantor's forbearance or failure to enforce any provision of this Agreement shall not serve as a basis to stop any subsequent enforcement. The failure of the Village on one or more occasions to exercise a right or to require compliance or performance under this Agreement or any applicable law shall not be deemed to constitute a waiver of such right or a waiver of compliance or performance, unless such right has been specifically waived in writing. Any waiver of a breach is not a waiver of any other breach, whether similar or different from that waived. SECTION 16. ABANDONMENT 16.1 Effect of Abandonment If the Grantee abandons its system during the Agreement term, the Grantor, at its option, may operate the Cable System; designate another entity to operate the Cable System temporarily until the Grantee restores service under conditions acceptable to the Grantor or until the Agreement is revoked and a new franchisee is selected by the Grantor; or obtain an injunction requiring the Grantee to continue operations. If the Grantor is required to operate or designate another entity to operate the Cable System, the Grantee shall reimburse the Grantor or its designee for all reasonable costs and damages incurred. For purposes of this section, Abandon shall mean the surrender, relinquishment or disclaimer of the rights to operate the Cable System, evidenced by nonuse for a period of seven (7) days and lack of significant evidence of intent to resume use. SECTION 17. FRANCHISE RENEWAL AND TRANSFER 17.1 Renewal The Grantor and the Grantee agree that any proceedings undertaken by the Village that relate to the renewal of the Grantee's Agreement shall be governed by and comply with the provisions of Section 626 of the Cable Acts, unless the procedures and substantive protections set forth therein shall be deemed to be preempted and superseded by the provisions of any subsequent provision of federal or state law. In addition to the procedures set forth in said Section 626(a),, the Grantor agrees to notify the Grantee of the completion of its assessments regarding the identification of future cable - related community needs and interests, as well as, the past performance of the Grantee under the then current Franchise term. Notwithstanding anything to the contrary set forth herein, the Grantee and the Grantor agree that at any time during the term of the then current Franchise, while affording the public adequate notice and opportunity for comment, the Grantor and the Grantee may agree to under -take and finalize negotiations regarding renewal of the then current Agreement and the Grantor may errant a renewal thereof. The Grantee and the Grantor consider - 43 - 01/08/99 the terms set forth in this section to be consistent with the express provisiotis of Section 626 of the Cable Acts. 17.2 Transfer (A) The Cable System and this Agreement shall not be sold, assigned, transferred, leased, or disposed of, either by involuntary sale or by voluntary sale, merger, consolidation, nor shall title thereto, either legal or equitable, or any right, interest, or property therein pass to or vest in any Person or entity, without the prior written consent of the Grantor, which consent shall not be unreasonably withheld. Any attempted sale, assignment, transfer, lease or disposition of this cable system, or this Agreement, without the prior written consent of the Grantor, may invalidate this Agreement. (B) The provisions of this section shall apply to the sale or transfer of all or a majority of the Grantee's assets, merger, consolidation, or sale or transfer of stock in the Grantee so as to create a new controlling interest. The term "controlling interest" as used herein is not limited to majority stock ownership, but includes actual working control in whatever manner exercised. (1) The parties to the sale or transfer shall make a written request to the Grantor for its approval of a sale or transfer and furnish all information required by law and the Grantor. (2) The Grantor shall render a final written decision on the request within one hundred twenty (120) days of the request provided it has received all requested information. Subject to the foregoing, if the Grantor falls to render a final decision on the request within one hundred twenty (120) days, such request shall be deemed granted unless the requesting party and the Grantor agree to an extension of time. (3) Within thirty (30) days of any transfer or sale, if approved or deemed granted by the Grantor, the Grantee shall file with the Grantor a copy of the deed, agreement, lease or other written instrument evidencing such sale or trmsfer of ownership 0 or control.) certified and sworn to as correct by the Grantee and the transferee that acquires this Agreement shall file its sworn acceptance and agreement to abide by each and every provision of this Agreement. (C) In reviewing a request for sale or transfer, the Grantor may inquire into the legal, technical and financial qualifications of the prospective controlling party or transferee, and the Grantee shall assist the Grantor in so inquiring. The Grantor may condition said sale or transfer upon such terms and conditions as it deems reasonably appropriate; provided, however, any such terms and conditions so attached shall be related to the legal, technicaL) and financial qualifications of the prospective controlling party or transferee as they relate to the ability of the transferee to fully perform all of the terms and conons of this Agreement by the Grantee. Noimlthstanding anything to the contrary in this Section, the prior approval of the Grantor shall not be required for any sale, assignment or transfer of the Agreement or -44- 01/09/99 Cable System for cable television system usage to an entity controlling, controlled by or Z__ L-11 under the same common control as the Grantee provided that the proposed assignee or transferee must show financial responsibility as may be determined necessary by the Grantor and must agree in writing to comply with all provisions of the Agreement. (E) Notwithstanding any provisions of this Agreement to the contrary, subject to the conditions set forth herein, the Grantor does hereby consent to the transfer of control, pursuant to the Agreement and Plan of Merger between SBC Communications, Inc. and Ameritech Corporation, dated May 10, 1998 ("Transaction"), to SBC Communications, Inc.; provided, however, such consent is conditioned on SBC Communications, Inc. and Ameritech Corporation executing and delivering to the Grantor, upon its request, documents embodying SBC Communications, Inc.'s and Ameritech Corporation's agreement that neither the Grantor's consent to the transfer of control pursuant to the Transaction nor the consummation of the Transaction: (i) shall in any way diminish or otherwise adversely affect any right that the Grantor has, may have, or may at any time or in any manner subsequently acquire, with respect to any matter, including without limitation, any right of the Grantor to require compliance with the terms of the Agreement; or (1-1) shall in any way diminish or otherwise adversely affect any right the Grantor would have had with respect to any matter, including, without limitation, any renewal of the Agreement, and any right, of the Grantor to compensation or other remedies in respect of alleged prior breaches of the Agreement, or any other prior commitment made with respect to performance pursuant to the Agreement, had the Transaction or the Grantor's consent to the transfer of control of Ameritech Corporation pursuant to the Transaction never occurred. No transfer of control of the franchise granted hereunder shall be effective prior to the consummation of the Transaction. SECTION 18. SEVERABILITY If any Section, subsection, paragraph, term or provision of this Agreement is determined to be illegal, invalid or unconstitutional by any court of competent jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such determination shall have no effect on the validity of any other Section, subsection, paragraph, term or provision of this Agreement all of which will remain in full force and effect for the term of the Agreement. SECTION 19. MISCELLANEOUS PROVISIONS 19.1 Preferential or Discriminatory Practices Prohibited The Grantee shall not discriminate in hiring, employment or promotion on the basis of race, color, creed ethnic or national origin, religion, age, sex, sexual orientation, marital status or physical or mental disability. Throughout the term of this Agreement, the Grantee shall fully comply with all equal employment or nondiscrimination provisions and requirements of federal, state and local law and, in particular, FCC rules and regulations relating thereto. -45- 01/08/99 19.2 Notices Throughout the term of the Agreement, the Grantee shall maintain and file with the Grantor a local address for the service of notices by mail. A copy of all notices from the Grantor to the Grantee shall be sent, postage prepaid, to such address and such notices shall be effective upon the date of mailing. At the effective date of this Agreement, such address shall be Ameritech New Medial Inc. 300 S. Riverside Plaze, Suite 1800 Chicago, IL 60606 Attn: Vice President and General Counsel MMMAININILWA WW�11 1111111 11 1411%:r; 0-4 *OULIWA r".,# All notices to be sent by the Grantee to the Grantor under this Agreement shall be sent, postage prepaid, and such notices shall be effective upon the date of mang. w effective date of this Agreement, such address shall be: Village of Mount Prospect 100 South Emerson Mount Prospect, IL 60056 Attention: Village Manager 19.3 Binding Effect This Agreement shall be binding upon the parties hereto, their successors and assigns. 19.4 Authority to Amend This Agreement may be amended at any time by written agreement between the parties. 19.5 Governing Law -46- 01/08/99 W W WMAN ffln V MMMAININILWA WW�11 1111111 11 1411%:r; 0-4 *OULIWA r".,# All notices to be sent by the Grantee to the Grantor under this Agreement shall be sent, postage prepaid, and such notices shall be effective upon the date of mang. w effective date of this Agreement, such address shall be: Village of Mount Prospect 100 South Emerson Mount Prospect, IL 60056 Attention: Village Manager 19.3 Binding Effect This Agreement shall be binding upon the parties hereto, their successors and assigns. 19.4 Authority to Amend This Agreement may be amended at any time by written agreement between the parties. 19.5 Governing Law -46- 01/08/99 This Agreement shall be governed in all respects by the laws of the State of Illinois and the United States of America. 19.6 Statute of Limitations Any claim or legal action arising from or in connection with any failures in the operation or the performance or non-performance of any obligation under this .gree ment including k.11 payment of any amounts due must be brought within five (5) years after the date the cause of action accrues. 19.7 Captions The captions and headings of this Agreement are for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of any provisions of this Agreement. 19. 8 Joint Work Effort This Agreement is the joint work effort of the parties and, in the event of any ambiguities, no inferences shall be drawn against either party. 19.9 Entire Agreement This Agreement and the documents and Exhibits that are referred to in this Agreement constitute the entire agreement among the parties pertaining to the subject matter of this Agreement, and supersede all prior and contemporaneous agreements, ordinances, understandings, negotiations and discussions of the parties, whether oral or written, and there are no representations or other agreements among the parties in connection with the subject matter of this Agreement, except as specifically set forth under this Agreement. Specifically, Ordinance No. An Ordinance Providing for the Awarding of Cable Television Franchises in the Village of Mount Prospect shall not govern the relationship between Grantee and Grantor. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement. AGREED TO THIS DAY OF , 1.99919. r AMEPdTECH NEW MEDIA, INC.,r 4, By: -47- 01/08/99 11 VILLAGE OF MOUNT PROSPECT Title: Attest m. Title: -48- 01/08/99 TitIe Attest. Title, EXHIBIT A CUSTOMER SERVICE OBLIGATIONS I. Office Hours and Telephone Availability A. Grantee will maintain a local,, toll-free or collect call telephone access line which will be available to its customers 24 hours a day, seven days a week. B. Trained representatives will be available to respond to customer telephone inquiries during normal business hours. C. After normal business hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries received after normal business hours must be responded to by a trained representative on the next business day. D. Under normal operating conditions, telephone answer time by a customer representative, including wait time, shall not exceed 30 seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed 30 seconds. These standards shall be met no less than 90% of the time under normal operating conditions, measured on a quarterly basis. E. Grantee will not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards above unless an historical record of complaints indicates a clear failure to comply. F. Under normal operating conditions, the customer will receive a busy signal less than three percent of the time. G. Bill payment locations will be open at least during normal business hours. Grantee will make reasonable efforts to assure that bill payment locations will be conveniently located based on expressed Subscriber preference. Installation, Outages, and Service Calls A. Under normal operating conditions, each of the following four standards will be met no less than 95% of the time measured on a quarterly basis: L Standard installations will be performed within seven business days after an order has been paid. 2. Excluding conditions beyond its control, Grantee will begin working on �(. service interruptions" promptly and in no event later than 24 hours after the interruption becomes known. Grantee must begin actions to correct -49- 01/08/99 other service problems no later than the next bLISiness day after notification of the service problem. 3. The "appointment window" alternatives for installations, service calls, and other installations activities will be either a specific time, or at a maximum, a four hour time block during normal business hours. (Grantee may schedule service calls and other installation activities outside of normal business hours for the express convenience of the customer.) 4. Grantee may not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment. 5. If a Grantee representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, Grantee will make its best effort to contact the customer. The appointment will be rescheduled, as necessary, at a time which is convenient for the customer. 6. If a Subscriber is not at home when Grantee performs a service call, Grantee shall advise the Subscriber by telephone or in writing of any action taken during such service call. 7. The Grantee shall not impose any fee or charge upon a Subscriber for any service call to the Subscriber's premises to perform any repair or maintenance work (exclusive of inside wire) unless the work was necessitated by an intentional act or negligence of the Subscriber. 8. The Grantee shall provide a convenient method or methods of replacing inoperable equipment such as remotes and converter boxes. Such methods could include, inter alfa, pickup and delivery by Grantee or a conveniently located pickup/delivery location. Communications Between Franchise and Cable Subscribers A. Notifications to Subscribers 1. Grantee shall provide written information on each of the following areas at the time of installation of service, at least annually to all Subscribers, with a copy to the Village's Public Information Officer, and at any time upon request: (i) Products and services offered,-, (ii) Prices and options for programming services and conditions of subscription to progranuning and other services; (iii) Installation and service maintenance policies; (iv) Instructions on how to use the Cable Service-, - 50- 01/08/99 (v) Channel positions of programming carried on the system; and L_ (vi) Billing and complaint procedures, including the address and telephone number of the Issuing Authority's cable office. 2. Customer and the Grantor will be notified of any changes in rates, programming services or channel positions as soon as possible in writing. Notice must be given to Subscribers a minimum of 30 days in advance of such changes if the change is within the control of Grantee. In addition, Grantee shall notify Subscribers 30 days in advance of any significant changes in the other information required by the preceding paragraph. Grantee shall not be required to provide prior notice of any rate change that is the result of a regulatory fee, franchise fee, or any other fee, tax assessment or charge of any kind imposed by any Federal Agency, State, or the Issuing Authority on the transaction between Grantee and the Subscriber. IV. Billing A. Bills will be clear, concise and understandable. Bills must be fully itemized, with iternizations, including, but not limited to, basic and premium service charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates and credits. Bills shall not require payment less than 15 days from postmark. B. In case of a billing dispute, Grantee must respond to a written complaint from a customer within 30 days. The Subscriber shall not be required to pay the disputed portion of the bill until the dispute is resolved. The Grantee shall not apply finance charges, issue delinquency notices or terminate service, or initiate collection procedures for the disputed portion of the bill while the dispute is pending. The Grantee shall take whatever review is necessary to resolve the dispute and shall notify the Subscriber of the results of the review as soon as it is completed, but not later than 20 business days after receipt from the Subscriber of the billing dispute, problem or complaint notification. C. Bills will display the address and telephone number of the Issuing Authority's 1 0 Q04""I P%v in� j'-,f+tj:jj1j, cable office. 4- ud' 11 11 lk WIL +,r% d-wel i i4"lmlla—m�%ox,�L'644,�kj,----u.,LikJV AwAW AA 1,ALI_- . ......... A,% flu ncu Q, +a ^jai a, ", M, VAWAX, ✓ %41*4? W &,A,& k4, &No, IF A %O101A A AWO 6, V. Refunds A. Refund checks will be issued promptly, but no later than either: 1. The customer's next billing cycle following resolution of the request or 30 days whichever is earlier, or 2. The return of the equipment supplied by Grantee., if service is terminated. B. Credits for service will be issued no later than the customer's next billing cycle following the determination that a credit is warranted. - 51 - 01/08/99 VI. The Grantee shall ensure that the Subscriber's premises are promptly restored to their original conditions if damaged by the Grantee's employees or agents in any respect in connection with the installation,, repair or disconnection of Cable Service. 'T'll. The Grantee shall exercise its best efforts to limit any scheduled interruption of any Cable Service for any purpose to periods of minimum use. VIII. If Grantee repeatedly fails to comply with any material requirement set forth in this Exhibit, the Village may elect to treat such failures as a failure to comply with a material provision of this Agreement. IX. The Village may summon the Grantee to appear for an administrative hearing to review the Grantee's apparent repeated failure to comply with the material provisions of this Exhibit. A written notice advising the Grantee of the Administrative hearing shall be sent by certified mail. The notice shall identify the time, place and reason that the administrative hearing has been 'If called. From the information gained through the hearing, the Village may.- r1l M.Jii B. Recommend that the Village proceed pursuant to Section 15.1 of this Agreement. C. Find that the Grantee is not in violation of any portion of this Exhibit and that n further action is required by the Village. I -52- 01/08/99 EXHIBIT B PUBLIC FACILITIES DESIGNATED FOR CABLE SERVICE School District 59 Forest View Elementary 1901 Estates Drive Holmes Junior High 1900 West Lonniquist Blvd. John Jay Elementary 1835 Pheasant Trail School District 26 1900 East Kensington Road Euclid Elementary 1211 Wheeling Road Indian Grove Elementary 1340 Burning Bush Lane River Trails Middle School 1000 Wolf Road School District 21 Robert Frost Elementary 1805 Aspen Drive School District 57 701 West Gregory Fairview Elementary 3001`x. Fairview Lions Park Elementary 300 E. Council Trail Lincoln Junior High 700 W. Lincoln School District 214 Prospect High School 801 W. Kensington Road Public Facilities Mount Prospect Public Libra 10 S. Emerson 1 Mount Prospect Park District 1000 W. Central Road River Trails Park District 1313 Burning Bush Lane Village of Mount Prospect Facilities Village Hall 100 S. Emerson Senior Center 50 S. Emerson Police and Fire Building 112 E. Northwest Highway Public Works BuildinV 1700 W. Central Road 1, Fire Station 12 1601 W. Golf Road Fire Station 14 2000 E. Kensington Road -54- 01/09/99 EXHIBIT C AMERfTECH NEW MEDIA ARCHITECTURE The distribution network architecture is hierarchical, consisting of three primary levels of geographic distribution. In order of the number of subscribers supported these levels are: the Video Operations Center I (VOC), the Video Serving Office (VSO) and the Video End Office (VEO). Each office in the hierarchy is capable of providing the functions► of the lower offices in the hierarchy (i.e., a VOC is also a VSO and VEO). A VOC serves a metropolitan area. Control and management of the Ameritech New Media (ANM) distribution network are performed at the VOC. The VOC is the primary entry point for programming to the ANM network. Programming information for the metro serving area is collected and formatted for transport over the ANM distribution network at the VOC. The VOC is also the connection point for the Integrated Network Management System (INMS) to the Management and Support Network (MSN). The MSN is a separate network used to manage and control elements in the network. Information received at the VOC is transported to VSOs via a fault tolerant fiber optic network called the Metropolitan Video Transport System (MVTS). The MVTS is designed for cost effective, one-way distribution of digitized video/audio signals to multiple VSOs. The VOC and VSOs are connected by fiber paths in a redundant architecture to provide reliable delivery of video/audio signals. The MVTS consists of multiplexers and demultiplexers. Multiplexers located at the VOC are used to combine and convert incoming analog video/audio signals to a digital format to be distributed downstream to the VSOs via fiber optic cable. Demultiplexers located at each VSO split the multiplexed video/audio signals into separate video/audio signals. Several VSOs are associated to a VOC within the ANM Architecture. Each VSO is capable of distributing video/audio services to communities consisting of 100,000 to 400,000 homes. At the VSO, the incoming digital signals are passed through an optical splifter which forwards one set of the incoming signals in their original digital form to the next VSO over the MVTS, and sends the other set of signals to MVTS demultiplexers. The demultiplexers convert the optical signals to electrical signals and strips off up to 103 analog channels from the VOC for distribution to the VSO serving area. Text and data are inserted into the video/audio signals at the VSO. VSOs can also insert locally originated channels for delivery to only their serving area. The VSO transports information to the VEOs via an analog fiber system called the Analog Video Transport System (AVIS). The AVTS is optimized for one-way delivery of Radio Frequency (RF) video/audio signals. A VEO's analog channels are received from the VSO in three distinct groupings of 40 channels, 40 channels, and 30 channels. The channels in these groupings -55- 0 1/09/99 are converted from electrical to optical signals for transport over three fibers in the AVT S fiber network. A typical VEO is designed to serve from 16,000 to 70,000 households. Like a VSO, text and data can be inserted into the video/audio signals at the VEO. VEOs can also insert locally originated channels for delivery to only their serving area. The VEO receives the three optical signals from the VSO, converts them into electrical signals, filters and combines them into one signal, and converts it into an optical format for distribution to the consumer premises via the HFC network. Each VEO also receives the upstream signaling information from the consumer subscriber terminals (STs) via optical fiber from the nodes, converts them into electrical signals, and manages their delivery to the VOC. VEO subscribers are grouped into nodes that are arranged geographically. Typical node sizing is around 500 household. From each node, coaxial cable is used to deliver all information streams down to subscribers and carry upstream communication back to the node. At the neighborhood nodes, the downstream analog channels are received and sent over coaxial cable to the STs located at the consumer premises. The HFC network uses bi-direction;jl amplifiers in the outside plant to maintain appropriate signal levels for two-way communication and the video/audio transmission to subscribers. AMC Network Architecture Public Access Education and Government P rogram rn in g ----------- AVI"S' Onewayanal ogX, Cr chankiels cumbincd in a 40 � 40 / 311 grouping HFC 01/08/99 At a pedestal or pole near the consumer, a port on a coaxial cable tap is used to connect a coaxial drop cable frorn the coaxial distribution network to the STs. The system also contains power and battery back-up to support the active elements of the hybrid fiber coax plant. Through the use of diptex, filters, information can be sent downstream, for video/audio and other services, as well as upstream from the ST. A transponder provides the node elements with a communication path back to the VOC for the purpose of management via a FSK modem. Another transponder provides the power supply with a communication path. Both transponders transmit management information upstream. Subscriber RIF, nterface The subscriber RIF interface is originated at a network ground block that is placed at the subscriber's location via the Network Interface Unit (NIU). The connection point to the ANIVI network is the subscriber side of the ground block. This connection point has the following physical characteristics: Item AMC HFC` f emale "F Nominal Center VEO 0.032 to 0.04 Thread Type 3/8"-32-2A Impedance (Q) 75 (Nominal) Fiber Patch N 'ntl Bi-Dlrrctional 1:N Optical Fiber Coax Diplex Amplifier .. .. .. ..... T Fitter Transmitter AW -1 . . . . ......... . . TAM,pondo r Fiber . ............ ........ Power rSP..uopP_e1, Supply Ta - - - - - ------ ---- - I LrA'ft% 1 i1v I 1 60 Vohs To Subscriben O/E i -:2 60 Hz Set Top OUAD Receiver . . . ........ _j 10 Vpstream signals W L -------- F_ 0 0 from other nodes • LN Optical Fiber Coax Diplex Filter Amplifier Transmitter. . . .... .. ....................... Rectivtr AL FF . . ..................... .. . . ... .. h L Fiber r,an spanda-li I Power supply Tap 60 Vohs 'To Subscribers O/E . . ......... . 60 Ift Set Top QUAD Receiver , Lj— Trans pandaoTwp �J ,i Subscriber RIF, nterface The subscriber RIF interface is originated at a network ground block that is placed at the subscriber's location via the Network Interface Unit (NIU). The connection point to the ANIVI network is the subscriber side of the ground block. This connection point has the following physical characteristics: Item Specification Connector Type f emale "F Nominal Center Conductor Diameter (In) 0.032 to 0.04 Thread Type 3/8"-32-2A Impedance (Q) 75 (Nominal) -57- 01/08/99 The quality and level of the downstream (forward path) RF electrical signal provided at the ground block is dependent on the number of amplifiers in cascade and the distance that the subscriber is from the tap (improving with decreased distance). In all instances the quality and level of the downstream (forward path) RF electrical path at the subscriber terminal meets or exceeds the specifications listed below: Item Specification requency Range (MHz) Forward Path 54 to 750* ............. Frequency Range (MHz) Reverse Path 5 to 40 Maximum Visual Carrier Level Difference [after 30m of Drop 14.0 Cable] (dB) In Channel Frequency Response [45 to 3.75 MHz Relative to Visual Carrier] (0) ±2.0 Minimum Signal Level per Visual Carrier @ Subscriber Terminal (dBmV) +0.0 Minimum Visual Carrier to Noise (0) 43.0 Maximum Composite Triple Beat (dBc) -51.0** Maximum Composite Second Order (dBc) -51.0* Maximum Hum Modulation of Visual Carrier (%) 3.0 Modulation Format NTSC, AM -VSB The initial service offering will be carried in the 54 to 750 MHz frequency range. However, with upgrades in distribution equipment, that spectrum can be expanded as driven by market demand. Modulated Carriers -58_ 0 1 l 199 Subscriber Coaxial Components The performance of the subscriber indoor coaxial components is very important to the quality of the video service. To that end, Ameritech is recommending the following characteristics for those components: Coaxial Cable: The coaxial cable used inside the house is a RG -6 cable with a foil and braid structure with a minimum of 60% braiding. All cable shall have a 75 ohm impedance. splitters: Splitters shall be 75 ohm impedance, be bi-directional, have a low loss, have a minimum return loss of 12.0 dB, and have a minimal rating to 1 GHz. Connectors: Connectors shall be "F" type with a 75 ohm impedance, have a low loss, and be of a design that provides good connectivity with the shield of the coaxial cable while not crushing the cable itself. Indoor Amplifiers: Indoor amplifiers shall be bi-directional with a passband of 54 to 1 GHz in the forward path, and minimally 5 to 40 in the reverse path. They shall have a minimum return loss of 12.0 dB, have a low noise figure (<5 dB) and have a 75 ohm impedance. The ANIVI Architecture is designed using state -of -the art electronics technology to deliver video information with the least possible amount of signal degradation and yet be economically viable. In addition, the ANIVI Architecture is flexible enough to integrate future technology advances in order to provide superior levels of service to the consumer. - 59- 01/08/99 Village of,Mouint Prospect Mount Prospect, Illinois INTEROFFICE MEMORANDUM TO VILLAGE MANAGER MICHAEL JANOINIS ASSISTANT VILLAGE MANAGER DAVID STRAHL DATE: JANUARY 4, 1999 SUBJECT: RESULTS OF NON-PROFIT AD-HOC COMMITTEE SESSIONS B.a,.qkgmuad' In December 1997 the Village Board agreed at a Committee of the Whole session to form an ad-hoc committee to study the feasibility of forming a non-profit corporation to assume the management of the public access cable channel and facilities from the current cable operator, TCI. The committee was composed of Trustee George Clowes, Assistant Village Manager David Strahl, Public Library executive director Marilyn Genther, Steve Durlacher of the Mount Prospect Park District, and community access producers John Keane and Mike Labellarte. Also participating from outside of the community was Des Plaines Cable Commission chair Marty Hoffman. The committee met several times during 1998 to discuss how a non-profit corporation could be formed and create language that could be added to the Village new cable franchise mandating said corporation. Probably the most discussed aspect of the document was creating a formula for the funding of the corporation. It was decided that the current cable operator would fund the non-profit at a level equivalent to 2% of their gross annual revenues per participating municipality, and that funding will not be tied to franchise fees just as funding for the current public access television operation is not tied to those fees. This yearly stipend will be increased based on the annual cost of living (COLA) index unless there is no COLA increase, in which case funding will remain at its current level. Any additional cable operators receiving franchises in the municipalities covered by the non-profit will also provide funding equal to the original cable operator's funding, plus pay the corporation a Buy -in fee equivalent to 6 months operational support or $50,000, whichever is greater. This formula should provide a funding level comparable to what the current cable operator provides for public access funding. Staff also made contact with the City of Des Plaines and the Villages of Arlington Heights, Northbrook, Glenview, Prospect Heights, Palatine, Schaumburg and Wheeling in an effort Non -Profit Access Corporation January 4, 1999 Page 2 to inform them about the committee's activities and gauge interest. Des Plaines has shown the most interest, and its cable commission is ready to sign on to the project. Arlington Heights is also very interested in joining in, but the other suburbs have adopted a wait and see attitude. Once Mount Prospect passes the document, then they will possibly join in. Results Attached are the results of those sessions: a document the committee feels covers the points needed to get the non-profit off the ground. This document is based on the participation of several communities in the corporation and not just Mount Prospect. R e, c-, ox imV w _Q n d a ft m The committee feels and staff concurs that this document will provide the most effective means of creating a non-profit corporation to manage the public access television operation serving Mount Prospect. Other issues such as location of the center, programming strategies, staffing and management structure should be dealt with by the board of directors of the corporation once it has been formed. Staff feels this document needs to be presented to TCI first to gauge reaction, and then presented to the Village Board at a Committee of the Whole for discussion. Please call if there are questions. Thank you for your consideration. Ross Rowe e% ,,able Production Coordinator Northwest Community Television Corporation (NWCTC) Fratichise language (DRAFT) Section I - INTENT In order to achieve utilization of access channels that is in the best public interest, it is intended that the access and community channels on the franchised cable communications system are governed by an independent, nonprofit entity, termed the Northwest Community Television Corporation or NWCTC, such that these channels may be free of censorship, open to all residents of the communities who are members of NWCTC and available for all forms of public expression, community information and debate of public issues. 1.1 -COMPOSITION OF AUTHORITY a. Initial Board. The number of directors on the initial board for the corporation, beginning . . . . . .. ...... shall be nine (9) and shall be selected as follows: W a-1. Appointed directors. Each public entity participating shall appoint two (2) directors for a total of eight (8). Four (4) directors shall serve a 2 -year term, and four (4) shall serve a 1 -year term. Terms will be determined by lot, thereafter terms will be determined by the term of the member being replaced. At the end of a director's term, the public entity from which that director was appointed shall appoint a new director or reappoint the current director. Of these directors, three (3) shall be active community television producers. a-2. Selected Directors. The eight appointed directors shall select one additional director based on their expertise and background for a total of nine. This director shall serve for one (1) year and should have appropriate expertise and background to provide counsel on matters relating to corporate structure and non-profit management. b. Continuing Board. Corporation officers shall be chosen by the directors. No director shall serve more than two consecutive 2 -year terms. c. Director responsibilities. The directors are charged with carrying out the functions of the Corporation as described in Section 2 of this document. Section 2 - FUNCTIONS The NWCTC shall have the following functions: a. Responsibility for administration of program production and management of the public access channels and any other access channels as may be designated by public entities in their franchise agreement. b. To promote and encourage the use of public access channels among a wide range of individuals, groups and institutions within the member communities, and to assure. Northwest Community Television Corporation Franchise Language - Page 2 that the public access channels are made available to all residents of NWCTC members on a non-discriminatory, first-come first-served basis. c. To assure that no censorship or control over program content of the channels exists, except as necessary to comply with FCC prohibition of material that is obscene or that does not conform to existing community standards, and that such programming will be appropriately scheduled during later non -prime hours on a case -by case basis by Corporation staff. d. To assure that programming on the channels contains no commercial advertising, solicitation of funds or conducts a lottery excepting the corporation itself. e. To devise, establish and administer all rules, regulations and procedures pertaining to the use and scheduling of the access facilities and channels. f. To prepare annual access management and programming reports. g. To hire and supervise staff and insure compliance with applicable affirmative action/equal opportunity guidelines in the hiring of personnel, awarding of contracts and sub -contracts, and purchases of materials and equipment that may be required. h. To develop additional sources of funding, such as foundation or federal or state grants, to further community programming. 1. To manage an operational budget and capital replacement of equipment. j. To form alliances with other municipal, educational, library, park district and non-profit entities within the Corporation's coverage area to assist in the promotion of their activities and provide assistance in the production of and/or the oversight of their access programming. k. To perform such other functions relevant to the access channels as may be appropriate. Section 3 - ACCESS RULES The Corporation shall complete a set of rules for the use of the access and community channels which shall be promptly forwarded to each member participant. The rules shall be prepared in cooperation with the grantee, and confirmed by a contractual agreement between the corporation and the grantee. The rules shall, at a minimum, provide for: a. Access on a first-come, first-served nondiscriminatory basis for all users of the Village. Northwest Community Television Corporation Franchise Language - Page 3 b. Prohibition of advertising for commercial or political purposes, as defined by the FCC, and the development by the Corporation Board of policies defining the sponsorship of programming on the public access channels. c. Development by the Corporation Board of policies defining censorship issues for programming on the public access channels, if applicable. d. Prohibition of any solicitation of funds except for the Corporation itself, any presentation of lottery information or obscene or indecent material. e. Public inspection of the log of producers, which shall be retained by the Corporation for a period coincident with the review of performance periods. f. Procedures by which individuals, groups or institutions who violate any rule may be prevented from further access to the channel. g. Free use of such reasonable amounts of channel time, cablecasting facilities and technical support as are provided for in the agreement between the Corporation and the grantee. Section 4 - FUNDING FOR THE CORPORATION It is the intent of the member entities that the Corporation obtain partial annual funding from the cable entities, in an amount equal to 2% of the gross annual revenues to the extent defined in the franchise agreement during the first year. Every year thereafter during the course of the franchise the funding will be increased based on the annual national cost of living (COLA) index increase. If no COLA increase occurs, then the funding for that particular year will remain at last year's level. This amount will not be included in the franchise fees paid to the member participants, but is over and above this amount just as the current cable company -run access operation is funded over and above franchise fees. Each additional cable operator must provide funding assistance equal to the existing operator's support. b. The cable operators may in lieu of partial payment of Corporation funding, provide the Corporation with control of current production equipment and facilities, or purchase equipment to be used by the Corporation. The percentage of the above stated partial payment is dependent on the amount of equipment purchased and/or donated to the Corporation. The cable operators must provide the Corporation facility with digital cable drops and equipment to allow monitoring of the access channels on all existing cable systems in master control, studio and office areas. c. The Cable Company shall provide operational and technical personnel to support the Northwest Community Television Corporation I Franchise Langu'age - Page 3 Corporation in cablecasting activities, with the minimum level of support as speed i thA franchise agreement. I d. Once the franchise agreement goes into effect, any additional cable operator who wishes to provide cable television service in one or more of the member communities must provide a buy -in payment equivalent to six months operational support or $50,000, whichever amount is greater, to the corporation and comply with all regulations stated in this document. Section 5 - CORPORATION REPORTS TO MEMBER PARTICIPANTS The Corporation shall provide a report to the member participants, at least annually, indicating achievements in community-based programming and services and affirmative action/contract compliance. Quarterly statements of revenues and expenditures shall be submitted to the member Finance Departments within 45 days of the end of each calendar quarter, and an annually audited financial statement shall be submitted to the member Finance Departments within 120 days of the end of the year. No expenditures of commitments shall be made from funds obtained from the grantee unless the revenue -expenditure and financial statements are filed. The Corporation also shall provide, on request, a special report each time the cable company announces a rise in rates, indicating the level and quality of the cable company's support, during the period elapsed since any previous rate increase was implemented. Director MAINTAIN Water/Sewer:superintendent Glen R, An l r Roderick T: 'Donovan Deputy Director F � Streets/Buildings superintendent Sean R Dorsey Paul G� Sures Village Engineer Forestry/Grounds Superintendent Jeffrey A,, Wulbec'ker � � f Sandra M. Clark Administrative Aide Vehicle/Equipment Superintendent ©awn L. Wucki James E. Guenther Solid Waste Coordinator Lia Angell Hoang Prospect Public Works '"""epartment 1700 W. Central Road, Mount R r' ospect, Illinois 0056-2229 Rhone B47/870-5640 Fax B47/253-9377 TOO 847/392-1235 • REGULARTHE JANUARY I It 1999 MEETING OF THE SAFETY COMMISSION HAS BEthl CANCELED, THE NEXT MEETING WILL BE D ON Il . FEBRUARY 8, 1999 AT 7'.:30 P.M. AN AGENDA WILL BE SENT PRIOR TO THIS el Gated this a day of January, 1999. Recycled Paper - printed with Soy Ink