Article 3. DEFINITIONS  

For the purpose of this Franchise, 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 number include the singular number and words in the singular number include the plural number. The words "shall" and "will" are mandatory and "may" is permissive. Words not defined shall be given their common and ordinary meaning.

1.

"Agreement" Agreement means the Joint and Cooperative Agreement dated March 31, 1994 re-establishing the Northwest Suburbs Cable Communications Commission.

2.

"Basic Cable Service" Basic Cable Service means any Cable Service tier which includes the lawful retransmission of local television broadcast signals and any Public, Educational, and Governmental Access programming required by this Franchise to be carried on the basic tier. Basic Cable Service as defined herein shall be consistent with 47 U.S.C. § 543(b)(7) (1997).

3.

"Cable Act" Cable Act means the Cable Communications Policy Act of 1984, Pub. L. No. 98-549, (codified at 47 U.S.C. §§ 521-611 (1982 & Supp. V. 1987) as amended by the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, and the Telecommunications Act of 1996, Pub. L. No. 104-104 (1996) as may, from time to time, be amended.

4.

"Cable Service" or "Service" Cable Service or Service means:

A.

The one-way transmission to Subscribers of video programming or Other Programming Service; and

B.

Subscriber interaction, if any, which is required for the selection or use of such video programming or other programming service.

5.

"Cable Television System" or "Cable System" Cable Television System or Cable System means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide Cable Service, which is provided to multiple Subscribers within the Franchise Area, but such term does not include:

A.

A facility that serves only to retransmit the television signals of one (1) or more television broadcast stations;

B.

A facility that serves Subscribers without using any Streets and Public Property;

C.

A facility of a common carrier which is subject, in whole or in part, to the provisions of 47 U.S.C. §§ 201-226, except that such facility shall be considered a Cable System to the extent such facility, whether on a common carrier basis or otherwise, 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 system.

6.

"Channel" Channel means a portion of the electromagnetic spectrum which is capable of carrying either one standard video signal, a number of audio, digital or other non-video signals, or some combination of such signals.

7.

"Cities" Cities means the Cities of Brooklyn Center, Brooklyn Park, Crystal, Golden Valley, Maple Grove, New Hope, Osseo, Plymouth and Robbinsdale, Minnesota, which are Members of Grantor pursuant to the Agreement. Upon withdrawal from Grantor, any former Member may become a Grantor pursuant to this Franchise and subject to the applicable withdrawal provisions of the Agreement. The Franchise may then be administered separately by that City as to its territorial boundaries, except that in no event should Grantee's cumulative Franchise burden be increased thereby.

8.

"Class IV Cable Communications Channel" Class IV Cable Communications Channel means a signaling path provided by a Cable System to transmit signals of any type from a Subscriber terminal to another point in the System.

9.

"Community Access Corporation" or "CAC" Community Access Corporation or CAC means Northwest Suburbs Community Access Corporation, its assignees or delegees, or any other entity designated by the Commission whose duties shall include the financing, management, and programming of the PEG Access and Local Origination Programming Channels, and whatever other duties with respect to PEG Access and Local Origination Programming Channels which the Commission from time to time shall delegate.

10.

"Complaint" Complaint means any written inquiry, allegation or assertion made by a Person.

11.

"Converter" Converter means an electronic device which converts signals to a frequency not susceptible to interference within the television receiver of a Subscriber, and through the use of an appropriate Channel selector, permits a Subscriber to view all authorized Subscriber signals delivered at designated converter dial locations.

12.

"Drop" Drop means the cable or cables which connect the users of the System to the distribution system.

13.

"FCC" FCC means the Federal Communications Commission or a designated representative.

14.

"Effective Date" Effective Date means the date this Franchise becomes effective, in accordance with this Franchise and the rules and procedures of the Commission.

15.

"Franchise" Franchise means the rights and obligations extended by the Commission to a Person to own, lease, construct, maintain or operate a Cable System in the Streets and Public Property within the Franchise Area for the purpose of providing Cable Services. Any such authorization, in whatever form granted, shall not mean or include: (i) any other permit or authorization required for the privilege of transacting and carrying on a business within the Cities required by the ordinances and laws of the Cities; (ii) any permit, agreement or authorization required in connection with operations on Streets and Public Property including, without limitation, permits and agreements for placing devices on or in poles, conduits or other structures, whether owned by the Cities or a private entity, or for excavating or performing other work in or along Streets and Public Property.

16.

"Franchise Area" Franchise Area means the entire geographic area within the Cities as it is now constituted or may in the future be constituted.

17.

"Franchise Fee" Franchise Fee means any tax, fee or assessment of any kind imposed by the Commission or other governmental entity on a Grantee solely because of their status as such. The term "Franchise Fee" does not include: (i) any tax, fee, or assessment of general applicability (including any such tax, fee, or assessment imposed on both utilities and cable operators or their services but not including a tax, fee, or assessment which is unduly discriminatory against cable operators or cable Subscribers); (ii) capital costs which are required by the Franchise to be incurred by the Grantee for PEG Access facilities; (iii) requirements or charges incidental to the awarding or enforcing of the Franchise, including payments for bonds, security funds, letters of credit, insurance, indemnification, penalties, or liquidated damages; or (iv) any fee imposed under Title 17 of the United States Code.

18.

"Grantee" Grantee means King Videocable Company - Minnesota, its agents, employees, lawful successors, transferees or assignees.

19.

"Grantor" Grantor means the Northwest Suburbs Cable Communications Commission and its successors or delegates.

20.

"Gross Revenues" Gross Revenues means any revenue derived directly or indirectly by Grantee, its affiliates, subsidiaries, parent and any Person in which Grantee has a financial interest of five percent (5%) or more, derived from the provision of Cable Service, including but not limited to, Basic Cable Service monthly fees, pay cable fees, installation and reconnection fees, Franchise Fees, leased channel fees, converter rentals, and advertising revenues within the Franchise Area. The term does not include any revenue derived from the delivery of data or other telecommunication services, or taxes on services furnished by Grantee and imposed directly upon any Subscriber or user by federal, state, or local law and collected by Grantee on behalf of such governmental unit.

21.

"Lockout Device" Lockout Device means a mechanical or electrical accessory to a Subscriber's terminal which inhibits the viewing of a certain program, certain Channel, or certain Channels provided by way of the Cable System.

22.

"Local Origination Programming" Local Origination Programming means:

A.

Channel capacity designated for commercial video programming produced by the CAC; and

B.

Facilities and equipment necessary for the use of such Channels.

23.

"Member" Member means any municipality which is a party to or enters into the Agreement and is, at the time involved, a member in good standing.

24.

"Normal Business Hours" 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 (1) night per week, or some weekend hours.

25.

"Normal Operating Conditions" Normal Operating Conditions means those Service conditions which are within the control of the Grantee. Those conditions which are not within the control of the Grantee include, but are not limited to: natural disasters; civil disturbances; power outages; telephone network outages; and severe or unusual weather conditions. Those conditions which ordinarily are within the control of the Grantee include, but are 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.

26.

"Northwest Suburbs Cable Communications Commission" or "NWSCCC" or "Commission" Northwest Suburbs Cable Communications Commission or NWSCC or Commission means the joint powers commission established by the Cities.

27.

"Other Programming Service" Other Programming Service means information that Grantee makes available to all Subscribers generally.

28.

"Person" Person means any corporation, partnership, proprietorship, individual or organization authorized to do business in the State of Minnesota, or any natural person.

29.

"Public, Educational or Government Access" or "PEG Access" Public, Educational or Government Access or PEG Access means:

A.

Channels specially designated for non-commercial public, educational, or governmental access programming use; and

B.

Facilities and equipment necessary for the use of such Channels.

30.

"Public Property" Public Property means any real property owned by Cities or any other governmental unit, other than a Street.

31.

"Resident" Resident means any Person residing in the Cities as otherwise defined by applicable law.

32.

"Service Interruption" Service Interruption means the loss of picture or sound on one or more Channels on the System.

33.

"Standard Installation" Standard Installation means any residential installation which can be completed using a Drop of one hundred fifty (150) feet or less.

34.

"Street" Street means the surface of and the space above and below any public street, road, cartway, highway, freeway, lane, path, public way, alley, court, sidewalk, boulevard, parkway, drive or any easement or right-of-way now or hereafter held by the Cities.

35.

"Subscriber" Subscriber means any Person who or which lawfully subscribes to a Cable Service provided by Grantee by means of or in connection with the Cable System, whether or not a fee is paid for such Service.

36.

"System" System shall mean Grantee's Cable System operated pursuant to this Franchise within the Franchise Area.