Article 15. MISCELLANEOUS PROVISIONS

1.

Sale or Transfer of Franchise.

A.

Grantee shall not sell, transfer, lease, assign, sublet or dispose of, in whole or in part, the Franchise or Cable System or any of the rights or privileges granted by the Franchise, without the prior consent of the Grantor, which consent shall not be unreasonably denied or delayed and may be denied only upon a good faith finding by the Grantor that the proposed transferee lacks the legal, technical, or financial qualifications to consummate the transaction and operate the System so as to perform its obligations under this Franchise, given the obligation to complete the System Upgrade as provided for in Article 5 of this Franchise. This provision shall not apply to sales of property or equipment in the normal course of business. Consent from the Grantor shall not be required for a transfer in trust, mortgage, or other instrument of hypothecation, in whole or in part, to secure an indebtedness, or for a pro forma transfer to a corporation, partnership or other entity controlling, controlled by or under common control with Grantee.

B.

The following events shall be deemed to be a sale, assignment or other transfer of the Franchise or Cable System requiring compliance with this section: (i) the sale, assignment or other transfer of all or a majority of Grantee's assets; (ii) the sale, assignment or other transfer of capital stock or partnership, membership or other equity interests in Grantee by one (1) or more of its existing shareholders, partners, members or other equity owners so as to create a new controlling interest in Grantee; (iii) the issuance of additional capital stock or partnership membership or other equity interest by Grantee so as to create a new controlling interest in Grantee; and (iv) the Grantee's agreement to transfer management or operation of the Grantee or the System to an unaffiliated entity. The term "controlling interest" as used herein means majority equity ownership of the Grantee.

C.

In the case of any sale or transfer of ownership of the Franchise or Cable System, the Commission shall have one hundred twenty (120) days to act upon any request for approval of such sale or transfer that contains or is accompanied by such information as is required in accordance with FCC Regulations, and the requirements of this Franchise. If the Commission fails to render a final decision on the request within one hundred twenty (120) days after receipt by the Commission of all required information, such request shall be deemed granted unless the requesting party and the Commission agree to an extension of time.

D.

Grantee shall notify the Commission in writing of any foreclosure or any other judicial sale of all or a substantial part of the Cable System, or upon the termination of any lease or interest covering all or a substantial part of the Cable System. Such notification shall be considered by Grantor as notice that a change in control of ownership of the Franchise has taken place and the provisions under this section governing the consent of Grantor to such change in control of ownership shall apply.

E.

Any financial institution having a pledge of the Grantee or its assets for the advancement of money for the construction or operation of the Franchise shall have the right to notify the Commission that it or its designee satisfactory to the Commission, shall take control of and operate the Cable System in the event of a Grantee default in its financial obligations. Further, said financial institution shall submit a plan for such operation within thirty (30) days of assuming such control that will ensure continued Service and compliance with all Franchise requirements during the term the financial institution exercises control over the System. The financial institution shall not exercise control over the System for a period exceeding one (1) year unless such term is extended by the Commission in its discretion. During this period of time the financial institution shall have the right to petition the Commission to transfer the Franchise to another Grantee.

F.

Grantor reserves any rights it may have to require Grantee to pay all costs and expenses incurred by Grantor and Cities in connection with the sale, assignment or transfer of this Franchise, including but not limited to the Grantor's costs of reviewing the qualifications of any proposed transferees. Grantor shall provide an itemized statement to Grantee.

2.

Amendment of Franchise Ordinance. This Franchise shall only be amended: (1) pursuant to section 9.9 of this Franchise; or (2) after published notice, public hearings and deliberations of the Grantor, this Franchise may be amended upon a unanimous vote of the Commission members voting and the written consent of Grantee.

For the purpose of triggering the Franchise renewal provisions of section 626 of the Cable Act, the thirty-six (36) month window referenced in that section shall not begin to run until December 1, 2010.

3.

Continuity of Service Mandatory. It shall be the right of all Subscribers to receive all available Services insofar as their financial and other obligations to the Grantee are honored. In the event that the Grantee elects to overbuild, rebuild, modify or sell the System, Grantee shall do everything in its power to ensure that all Subscribers receive continuous, uninterrupted Service regardless of the circumstances during the lifetime of the Franchise.

4.

Removal after Termination or Revocation.

A.

At the expiration of the term for which this Franchise is granted, or upon the revocation or termination of the Franchise, as provided for herein, Grantor shall have the right to require Grantee to remove, at Grantee's expense, any portion of the System from all Streets and Public Property. In removing the System, Grantee shall refill and compact at its own expense, any excavation that shall be made by it and shall leave all Streets and Public Property in equivalent to the condition as that prevailing prior to Grantee's removal of the System, and without affecting, altering or disturbing in any way electric, telephone or other utility, cables, wires or attachments. Grantor, or its delegation, shall have the right to inspect and approve the condition of such Streets and Public Property after removal. The security fund, bonds, insurance, indemnity and penalty provisions of this Franchise shall remain in full force and effect during the entire term of removal.

B.

If, in the sole discretion of Grantor, Grantee has: (i) failed to commence removal of the System, or such part thereof as designated by Grantor, within thirty (30) days after receiving written notice from Grantor; or (ii) if Grantee has failed to complete such removal within one (1) year after receiving written notice from Grantor demanding removal; then Grantor may exercise one of the following options:

(1)

Take ownership of the System and operate the System or transfer the System to another Person.

(2)

Declare the System abandoned and order its removal at no cost to Grantor. The cost of removal shall be recoverable from the security fund, bonds, insurance, indemnification and penalties provided for in this Franchise.

C.

Upon revocation of this Franchise, any portion of the System designated by Grantor for removal but not removed within a reasonable time shall become the property of Grantor without payment to Grantee and Grantee shall execute and deliver such documents as Grantor shall request, in form and substance acceptable to Grantor, to evidence ownership by Grantor.

D.

Grantee shall not abandon any portion of the System without having given three (3) months prior written notice to Grantor. Further, Grantee shall not abandon any portion of the System without compensating Grantor or Cities for damages resulting from the abandonment. The amount of damages resulting from abandonment shall be determined by Grantor.

5.

Work Performed by Others.

A.

Grantee shall make available to Grantor the names and addresses of any Person, other than Grantee, which performs services pursuant to this Franchise; provided however, that all provisions of this Franchise remain the responsibility of Grantee.

B.

All provisions of this Franchise shall apply to any subcontractor or others performing any work or services pursuant to the provisions of this Franchise.

6.

Duty to Grantee. Nothing contained in this Franchise shall relieve any person from liability arising out of the failure to exercise reasonable care to avoid injuring the Grantee's facilities while performing any work connected with grading, regrading or changing the line of any Street or Public Property or with the construction or reconstruction of any sewer or water system or utility system.

7.

Interest Rate. For purposes of this Franchise, "prime rate" shall mean the interest charged from time to time by the First National Bank of Minneapolis for ninety (90) day unsecured loans to commercial borrowers of the highest credit rating.

8.

Applicable Law and Court Decisions; Severability.

A.

Grantor and Grantee shall, at all times, comply with all laws, ordinances and regulations of federal, state and local government.

B.

If any term, condition or provision of this Franchise or the application thereof to any Person shall be held invalid or unenforceable, the remaining provisions of this Franchise shall, in all other respects, remain in full force and effect.

9.

Nonenforcement by Grantor. Grantee shall not be relieved of its obligation to comply with any of the provisions of this Franchise by reason of any failure of the Grantor to enforce prompt compliance.

10.

Administration of Franchise. The Commission shall be responsible for the continued administration of this Franchise, except as otherwise assumed by Cities pursuant to the Agreement.

11.

General Provision on Rights and Remedies.

A.

All rights and remedies given to Grantor by this Franchise shall be in addition to and cumulative of all other rights or remedies available to Grantor or Cities, at law or in equity. The rights and remedies provided by this Franchise are not exclusive and the exercise of any right or remedy hereunder shall not be deemed a waiver of the right to exercise any other right or remedy. No delay or omission of Grantor in the exercise of any right or remedy shall impair any such right or remedy, nor shall any such delay or omission be construed to be a waiver of or acquiescence to any default. The exercise of any such right or remedy by Grantor shall not release Grantee from its obligations or any liability under this Franchise.

B.

Grantee shall not claim that any condition or term of this Franchise is unreasonable, arbitrary, void or that Grantor or Cities had no power or authority to make such term or condition, but accepts the validity of the terms and conditions of this Franchise in its entirety.

C.

Grantor reserves the right to delegate any of its rights or obligations under this Franchise to any Person. Any delegation by Grantor shall be effective upon written notice by Grantor to Grantee of such delegation. Upon receipt of notice by Grantee of Grantor's delegation, Grantee shall be bound by all terms and conditions of the delegation not in conflict with this Franchise. Any such delegation shall not be deemed an amendment to this Franchise or require any consent of Grantee.

12.

Publication of Notices. All public notices or ordinances required to be published by Grantor or Cities, including this Franchise or the title thereof, shall be published in the official newspaper of all Cities. Grantee shall pay the costs for publication of this Franchise and amendments to it, as such publication is required or authorized by law.

13.

Effectiveness of Franchise.

A.

After this Franchise is approved by Grantor, a copy of this Franchise shall be delivered to each Member for a thirty (30) day review period.

B.

Not later than fifteen (15) days after adoption of this Franchise, Grantor shall publish the Franchise or title thereof in the legal newspaper of each Member.

C.

A review period for Members shall occur for thirty (30) days after delivery of this Franchise to each City. Upon review, any City shall have the opportunity to withdraw from the Grantor if done so at least five (5) days prior to the expiration of the thirty (30) day review period. This Franchise shall not become effective in such withdrawn City. If more than one City advises the Grantor of its intent to withdraw from the Grantor at least five (5) days prior to the expiration of the thirty (30) day review period pursuant to this paragraph, the approval of this Franchise shall be null and void and this Franchise shall have no effect.

D.

Within thirty (30) days after review by Cities, the Grantee shall provide to Grantor its acceptance of the grant of this Franchise and execute, together with the Grantor, all such other documents required under this Franchise, at which time this Franchise shall become effective and shall thereby replace, supercede and repeal all prior franchises and amendments granted by Grantor.

E.

Grantee shall have continuing responsibility for this Franchise, and if Grantee is a subsidiary or wholly owned corporate entity of a parent corporation, performance of this Franchise shall be secured by guarantees of the parent corporation in form and substance acceptable to Grantor, which shall be delivered at the time of, and as part of, acceptance of this Franchise.

14.

Incorporation by Reference. To obtain the power and obligation to enforce the applicable provisions as may be done by Cities and to prosecute for any violations within their territorial limits and to further insure that Cities may succeed the Grantor, as provided in this Article by reason of withdrawal or dissolution, each City shall, by ordinance authorized by Minnesota Statute 238.08, incorporate by reference into its code all of the provisions and subsequent amendments to this Franchise. To the extent any City withdraws as a Member and has not validly incorporated this Franchise by reference, Grantee, by acceptance of this Franchise, consents to and agrees to be bound by the requirements of this section providing for the separate administration and enforcement by that City in the event of withdrawal or dissolution. Grantee agrees to execute acceptance of an ordinance of each City as they adopt the same to incorporate this Franchise.

15.

Withdrawal. Any City may withdraw from the Grantor at any time later than five (5) days prior to the expiration of each City's thirty (30) day review period set forth in section 15.13 by sending a written notice of withdrawal to the Grantor before October 15 of any year.

A.

Any City withdrawing pursuant to this section shall send to the Grantor and to Grantee a written notice of withdrawal specifying the effective date of withdrawal and containing a copy of the City's action approving its withdrawal. City's withdrawal shall be effective on December 31 of the year that City sends its notice of withdrawal, unless it specifies a later date in its notice. A notice of withdrawal may be rescinded prior to its effective date at any time by affected City.

B.

This Franchise shall be effective and enforceable within the territorial limits of a City which has withdrawn pursuant to this section, and such City shall be bound by the terms of this Franchise and any amendments adopted by Grantor. A City which has withdrawn shall be the exclusive authority to administer and enforce this Franchise within the territorial limits of that City.

C.

Any City withdrawing from membership at a time when such withdrawal does not result in dissolution of Grantor, shall forfeit its claim to any assets of Grantor except that such City shall have access, at a reasonable cost and under such conditions as Grantor may determine, to any cable communications programs, files or other materials developed for such City's use while it was a Member.

16.

Dissolution of Grantor.

A.

Grantor shall continue for an indefinite term unless the number of Members shall become less than four (4). The Grantor may also be terminated by mutual agreement of all of the Members at any time.

B.

Upon dissolution of the Grantor, all remaining assets of the Grantor, after payment of obligations, shall be distributed among the then existing Members in proportion to their contributions and in accordance with procedures established by Grantor. Grantor shall continue to exist after dissolution for such period, no longer than six (6) months, as is necessary to wind up its affairs, but for no other purpose.

17.

Successor in Interest and Grantee's Rights.

A.

In the event of withdrawal by a City or dissolution of the Grantor, affected Cities shall be deemed successor to the rights, duties and obligations of Grantor within the affected Cities' territorial limits. However, no new rights, duties and obligations of Grantee will be created thereby and Grantee shall not be required to furnish additional services or be required to provide increased payments, or separate bonds, insurance or security funds. Such existing bonds, insurance, or security funds shall, however, afford equal protection to any affected City.

B.

In the event of withdrawal of a City or dissolution of the Grantor, Grantor and Grantee, together with Cities, shall make their best efforts to achieve an orderly and efficient transfer to any affected City of the administration and enforcement authority over this Franchise.

Passed and adopted this ________ day of ________, 1997.

ATTEST:

By By

Secretary Chairman

Northwest Suburbs Cable

Communications Commission

This Franchise is accepted, and we agree to be bound by

Dated:

By

Its

By

Its

2075935-5