Article 4. GRANT OF AUTHORITY AND GENERAL PROVISIONS  

1.

Grant of Franchise. This Franchise is granted pursuant to the terms and conditions contained herein. Such terms and conditions shall be subordinate to all applicable provisions of state and federal laws, rules and regulations.

2.

Authority for Use of Streets.

1.

For the purposes of operating and maintaining a System in the Cities, Grantee may erect, install, construct, repair, replace, reconstruct and retain in, on, over, under, upon, across and along the Streets within each City such lines, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, attachments and other property and equipment as are necessary and appurtenant to the operation of the System, provided that all applicable permits are applied for and granted, all fees paid and all other City codes and ordinances are otherwise complied with. Prior to construction or alteration, Grantee shall in each case make available plans to the Grantor all appropriate City agencies and utility companies and receive written approval of such plans.

2.

Notwithstanding the above grant to use Streets, no Street shall be used by Grantee if any City in its sole opinion determines that such use is inconsistent with the terms, conditions or provisions by which such Street was created or dedicated, or is presently used.

3.

Grantee's Agreement to be Bound by this Franchise. Grantee agrees to be bound by all the terms and conditions of this Franchise.

4.

Franchise Term. This Franchise shall, unless terminated sooner as herein provided, expire December 1, 2013.

5.

Area Covered. This Franchise is granted for the Franchise Area.

6.

Police Powers.

1.

Nothing herein shall be construed to prohibit any Member from exercising its police power to adopt and enforce ordinances necessary to protect and provide for the health, safety and welfare of the public.

2.

Any conflict between the provisions of this Franchise and any other lawful exercise of police powers of any City shall be resolved in favor of that City, except that Grantor will not exercise enforcement of any actions of a Member which in the sole judgment of Grantor would frustrate the intent and purposes of this Franchise.

7.

Use of Grantee Facilities. Cities shall have the right to install and maintain, free of charge, upon the poles and within the underground pipes and conduits of Grantee, where space is available, any wires and fixtures desired by Cities, only for the purposes of providing non-commercial, non-revenue generating services for each City's own use. The Grantor indemnifies and holds the Grantee harmless against and from all claims, demands, costs, or liabilities of any nature arising out of such use of poles or conduits, including, but not limited to, reasonable attorney's fees and costs.

8.

Written Notice. All notices, reports or demands required to be given in writing under this Franchise shall be deemed given when delivered personally to any officer of Grantee or Grantor of this Franchise or when forty-eight (48) hours have elapsed after such notice, report or demand is deposited in the United States mail in a sealed envelope, with registered or certified mail postage prepaid thereon, addressed to the party to which notice is being given, as follows:

If to Grantor: Northwest Suburbs Cable Communications Commission

6900 Winnetka Ave. No.

Brooklyn Park, Minnesota 55428

If to Grantee: King Videocable Company - Minnesota

General Manager

6901 Winnetka Av. N.

Brooklyn Park, MN 54428

Such addresses may be changed by either party upon notice to the other party given as provided in this section.

9.

Franchise Non-Exclusive. The Franchise granted herein is non-exclusive. Grantor and each of the Cities specifically reserve the right to grant, at any time, additional franchises. However, it shall be unlawful for any Person to construct, operate or maintain a Cable System or to provide Cable Service in the Franchise Area without a franchise.

10.

Franchise Requirements for other Franchise Holders.

A.

In the event Grantor grants or any Member one (1) or more franchise(s) or similar authorization(s) for the construction, operation or maintenance of any Cable System which shall offer Cable Services to a qualified Person, Grantor's policy shall be to grant the subsequent franchise or similar authorization on terms which are non-discriminatory and competitively neutral. If Grantee finds that any franchise or similar authorization contains or lacks provisions the effect of which is to make such franchise or authorization discriminatory or not competitively neutral, Grantee may petition the Grantor for modification of this Franchise. The Grantee shall be entitled, with respect to such discriminatory or noncompetitively neutral provisions, to such modification(s) of this Franchise, as may be determined by Grantor to be necessary to ensure fair and equal treatment to all Cable Service providers.

B.

In requesting Franchise modifications pursuant to this section, the Grantee shall file a petition seeking to amend the Franchise. Such petition shall:

1.

indicate the presence of the competitor(s) in question;

2.

state the basis for Grantee's belief that certain provisions of this Franchise are discriminatory or not competitively neutral when compared to other franchises or similar authorizations granted within the Franchise Area in question;

3.

identify the Franchise provisions in question.

The Grantor shall not unreasonably withhold granting the Grantee's petition and so amending the Franchise.

C.

The Grantor shall follow the same procedure set forth in Sections 10.3(A)-(B) with respect to findings and actions taken pursuant to this Section 4.10.