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1993-26RESOLUTION # 93- 26 WHEREAS, on July 30, 1981, the Village of Buffalo Grove, Village of Elk Grove, Village of Hoffman Estates, Village of Palatine and City of Rolling Meadows, entered into a Franchise Agreement with Warner Amex Cable Communications Company of Northwest Suburbs ( "Municipalities ") for the operation of a Cable Communications System Franchise, and WHEREAS, on April 12, 1982, an Agreement was approved by each of the municipalities creating the "Warner Regional Cable Group" made up of representatives of each municipality for the purpose of administration and enforcement of the Cable Franchise as awarded to Warner Amex by the member municipalities, to determine reasonable rates and service levels for the citizens and otherwise to monitor the activities of Warner Amex, and WHEREAS, each of the member municipalities has adopted a Cable Communications Ordinance, and WHEREAS, in 1984 the assets of Warner Amex Cable Communications, Inc., were, pursuant to approval of the member municipalities, transferred to American Cable Systems of Illinois, ( "American ") and thereafter in 1988, pursuant to approval granted by the member municipalities, American Cable Systems Corporation merged with Continental Cablevision Acquisition Co., Inc., a wholly owned subsidiary of Continental Cablevision, Inc., and WHEREAS, the Village of Buffalo Grove is desirous of continuing the Regional Cable Group. BE IT RESOLVED by the Board of Trustees of the Village of Buffalo Grove that it hereby approves the Amended Agreement creating the Continental Regional Cable Group and that it hereby approves and directs the Village Clerk to sign and affix the corporate seal to the Amended Continental Regional Cable Group Agreement. YEAS 6 - Marienthal, Reid, Kahn, Rubins, Braiman, Hendricks NAYS: 0 - None ABSENT: .O - None Passed and approved this 19th day of April , 1993. V llage Pp6rffent ATTEST: Villa lerk CONTINENTAL REGIONAL CABLE GROUP AMENDED AGREEMENT ARTICLE I: Purpose This Amended Agreement is to continue the Warner Regional Cable Group, which was formed in April, 1982, for the purpose of monitoring the operation and activities of Cable Communications, to provide coordination of the administration and enforcement of the cable television franchises awarded by the parties to this Agreement, to engage in cable television franchise renewal negotiations, to encourage use of the access channels and the Institutional Network among the widest possible range of institutions, groups, and individuals and to conduct such other activities authorized herein as may be necessary to encourage equitable and reasonable rates and service levels for the citizens of the parties to this Agreement. ARTICLE II: Name The name of the organization is changed from Warner Regional Cable Group to Continental Regional Cable Group. ARTICLE III: Definitions For the purpose of this Agreement, the following words and phrases shall have the meanings given them: "Council" or "Board" - means the City or Village corporate authorities. "Board of Directors" - means the selected and appointed representatives of the member municipalities pursuant to Article VI hereof. "Grantee" - means Continental Cablevision. "Member" - means a municipality which enters into this Agreement. "Continental Regional Cable Group" - means the organization created pursuant to this Amended Agreement. "Cable Communications Ordinance" - means the ordinance adopted by each member to provide for the franchising and regulation of cable services. "Franchise Agreement" - means the franchise granted to Warner Amex Cable Communications Company on July 30, 1981, as amended, assigned, and eventually merged into Continental Cablevision, Inc. ARTICLE IV: Membership The municipalities which are members of the organization are: The Village of Buffalo Grove, the Village of Elk Grove, the Village of Hoffman Estates, the Village of Palatine, and the City of Rolling Meadows. ARTICLE V: Continental Regional Cable Group The Continental Regional Cable Group shall commence its activities when no less than three (3) of the municipalities listed in Article IV herein authorize continued membership. A municipality entering into the Agreement shall do so by duly authorized execution of a copy of this Agreement. The resolution authorizing execution of this Agreement shall also designate the first director and an alternate from that municipality, as provided in Article VI hereof. The Agreement shall become effective when it has been executed by the required three (3) municipalities. ARTICLE VI: Board of Directors A. The Continental Regional Cable Group shall consist of a Board of Directors appointed by the member municipalities in accordance with this Article. Each municipality shall be entitled to one (1) representative on the Board of Directors, which representative shall be entitled to one (1) vote. B. Each municipality shall select and appoint its representative and an alternative representative in accordance with its rules and procedures. In the absence of the representative, the alternative shall be entitled to cast the municipality's vote. Voting shall be by representative.or alternate present at a Board of Directors' meeting and no proxy or in abstentia voting shall be allowed. C. Representatives need not be elected officials or employees of the municipality they represent. No person who has an ownership or financial interest, however direct or indirect, in the Grantee, shall be eligible to - 2 - be a representative. Representatives to the Continental Regional Cable Group shall serve without compensation, but this shall not prevent a municipality from providing compensation for its representatives if such compensation is authorized by the municipality and not otherwise prohibited by it. D. Each representative shall serve on the Board of Directors at the discretion of the municipality. Vacancies shall be filled at the earliest opportunity. ARTICLE VII: Organization of the Board of Directors; By -Laws A. The Continental Regional Cable Group Board of Directors shall annually elect from its members a Chairman and a Chairman pro tem, and such other officers as may be required under the By -Laws who shall serve until their successor is elected. B. At the organizational meeting, or as soon thereafter as it reasonably may be done, the Continental Regional Cable Group shall adopt By -Laws governing its procedures. By -Laws shall be adopted by a majority vote of the entire membership of the Board of Directors and shall include provisions governing the following: (1) Provisions for a minimum of quarterly regular meetings and special meetings, as required. (2) Provisions for minutes for all Board of Directors meetings, which shall be mailed to all member municipalities; (3) Provisions for an annual report to be made to the municipalities as to Board of Directors' actions with respect to the review of the cable television system; (4) The chairman shall be rotated on the following basis: a. The City of Rolling Meadows b. The Village of Buffalo Grove - 3 - C. The Village of Elk Grove d. The Village of Hoffman Estates e. The Village of Palatine The Chairman shall serve for a term of one (1) year from the date of his /her election or until his successor is elected. (5) Administrative support to the Board of Directors will be provided by the member municipality whose representative is Chairman. (6) Such other provisions as the Board of Directors may determine necessary for the efficient administration of its responsibility. ARTICLE VIII: Powers and Duties of the Continental Regional Cable Group. The Continental Regional Cable Group shall have the powers and duties set forth in this Article: A. It shall review all Grantee records relating to the system in accordance with Article V, Section 2, of the Cable Communications Ordinance. It may require the preparation and filing of additional information deemed necessary. B. It shall determine possible violations of the Franchise Agreement or Cable Communications Ordinance and advise the member municipalities of possible avenues of recourse, including legal actions, fines, or penalties, in accordance with Article VII, Section 12, of the Cable Communications Ordinance. C. It shall monitor timely and proper construction and maintenance of the cable system in accordance with Article VI, Section 9, of the Cable Communications Ordinance and Sections 12 and 13 of the Franchise Agreement. D. It shall advise and recommend to the member municipalities on matters affecting the renewal of the franchise, in accordance with the provisions of Article IV, Section 5, of the Cable Communications Ordinance. - 4 - E. It shall advise and recommend to the member municipalities on matters which might constitute grounds for revocation of the franchise in accordance with the provisions of Article IV, Section 6, of the Cable Communications Ordinance. F. It shall conduct franchise performance evaluation sessions in accordance with the provisions of Article IV, Section 4, of the Cable Communications Ordinance. The findings of such sessions shall be in written form and provided to all members of the Continental Regional Cable Group. G. It shall advise and recommend to the member municipalities amendments which might be made to the Franchise Agreement to incorporate technological advancements pursuant to Article TV, Section 3, of the Cable Communications Ordinance. H. It shall review the performance of the Grantee and advise and recommend to the member municipalities on the need for the regulation of rates and requests for changes in rates in accordance with Article V, Section 1, of the Cable Communications Ordinance. I. It shall monitor and advise the member municipalities on matters pertaining to the technical quality and performance of the Grantee's cable system in Accordance with Article IV, Section 4, of the Cable Communications Ordinance. J. It shall review and advise the member Municipalities on matters pertaining to interconnect between cable systems, between municipalities, and other governmental entities on technical quality and performance. K. It shall review and assess the needs of the institutional facilities in the area. L. It may consult with persons knowledgeable in cable communications and persons having a special interest therein, such as industry representatives, research organizations, educational institutions, other - 5 - 7 political subdivisions, municipal organizations, regulatory organizations, technical experts, and any other person who can provide information concerning cable communications. M. It shall accept any other duties or tasks assigned, delegated, or requested by the member municipalities. N. Its activities shall comply with the provisions of the Cable Communications Ordinance, Franchise Agreement, applicable Federal and State laws, and Member Ordinances. ARTICLE IX: Dissolution A. The Continental Regional Cable Group shall continue until its member municipalities number less than three (3). Withdrawals of a member municipality may be accomplished by filing a written notice of withdrawal with the Chairman. Such withdrawal shall be effective thirty (30) days after receipt of written notice by the Chairman but shall not relieve the member of any financial obligation it has to the Continental Regional Cable Group or Member advancing monies on behalf of the Cable Group. B. The Continental Regional Cable Group may also be dissolved by mutual agreement of all the members municipalities at any time. ARTICLE X: Notices All notices herein provided for shall be sent prepaid, registered, or certified mail, addressed to the member municipalities as follows: To the Village of Village Manager Buffalo Grove: Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, 11 60089 To the Village of Elk Grove: Village Manager Village of Elk Grove 901 Wellington Elk Grove Village, 11 60007 - 6 - a To the Village of Hoffman Estates: To the Village of Palatine: • Village Manager Village of Hoffman Estates 1900 Hassel Road Hoffman Estates, I1 60195 Village Manager Village of Palatine 200 East Wood Street Palatine, 11 60067 To the City of Rolling Meadows: City Manager City of Rolling Meadows 3600 Kirchoff Road Rolling Meadows, Il 60067 IN WITNESS WHEREOF, this Agreement is signed by the Village President of the Village of Buffalo Grove, Illinois, and attested and sealed by the Village Clerk this 19thday of April 1993. By: i lage of alo Grove ATTEST: L ?`fit,, Village of Buffalo Grove - 7 -