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HomeMy WebLinkAboutRESOLUTION - 23-82 - 5/11/1982 - AGRMT/WARNER REGIONAL CABLE GROUPW RESOLUTIONI I10. 23-82 A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT TO EXECUTE THE WARNER REGIONAL CABLE GROUP AGREEMENT iOW) THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois: Section 1. That the Village President be and is hereby authorized to sign the attached documents marked Warner Regional Cable Group Agreement , a copy of which is attached hereto and made a part hereof as if fully set forth and the Village Clerk is authorized to attest said documents upon the signature of the Village President. Section 2. That this resolution shall be in full force and effect from and after its 1assage and approval according to lav:. PASSES th'_s 11th day of 1982 . APPROVED this 11th day of May , 1982 . Charles J. Zettek President Attest: Fay M. Bishop Village Clerk WARNER REGIONAL CABLE GROUP AGREEMENT ARTICLE I: Purpose The purpose of this Agreement is to establish an organization to monitor the operation and activities of Cable Communications, to provide coordination of the administration and enforcement of the cable television franchises awarded to WARNER -AMEX CABLE COMMUNICATIONS COMPANY OF NORTHWEST SUBURBS by the parties to this Agreement, 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 the WARNER 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 WARNER -AMEX CABLE COMMUNICATIONS COMPANY OF NORTHWEST SUBURBS. "Member" - means a Municipality which enters into this Agreement. "Warner Regional Cable Group" - means the organization created pursuant to this Agreement ARTICLE IV: Eligibilities for Membershi The Municipalities which are eligible to become initial 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: Commencement of the Warner Regional Cable Group The Warner Regional Cable Group shall commence its activities when no less than three (3) of the Municipalities eligible for initial membership described in Article IV herein authorize membership. A Municipality entering into this Agree- ment shall do so by duly authorized execution of a copy of this Agreement by its Council or Board. 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 authorized by the required three (3) Municipalities. Within thirty (30) days after the effective date of this Agreement, the first meeting of the Board of Directors shall be held. ARTICLE VI: Establishment of Board of Directors A. The WARNER 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 alternate representative in accordance with its rules and procedures. In the ab- sence of the representative, the alternate shall be entitled to cast the Munici- pality's vote. Voting shall be by representative or alternate present at a Board -2- R 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 be a representa- tive. Representatives shall serve without compensation from the WARNER REGIONAL CABLE GROUP, 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 dis- cretion of the Municipality. Vacancies shall be filled at the earliest opportunity. ARTICLE VII: Organization of the Board of Directors; Bylaws A. At the first meeting of the WARNER REGIONAL CABLE GROUP, and annually thereafter, the Board of Directors shall elect from its members a Chairman and a Chairman pro tem, and such other officers as may be required under the Bylaws. B. At the organizational meeting or as soon thereafter as it reasonably may be done, the WARNER REGIONAL CABLE GROUP shall adopt Bylaws governing its procedures. Bylaws 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; (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; -3- (4) The chairmanship shall be rotated on the following basis: a. The City of Rolling Meadows b. The Village of Buffalo Grove 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 the first meeting. (5) Administrative support to the Board of Directors will be pro- vided by the member Municipality who is elected 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 Warner Regional Cable Group The powers and duties of the WARNER REGIONAL CABLE GROUP shall include the powers 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 addition 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 fines or penalties, in accordance with Article VII, Section 12, of the Cable Communications Ordinance. C. It shall monitor timely and proper construction 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. E. It shall advise and recommend to the member Municipalities on matters which might consititute 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 WARNER 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 advance- ments pursuant to Article IV, 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 Communica- tions Ordinance. I. It shall monitor and advise the member Municipalities on matters per- taining 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 per- taining 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. -5- 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 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. ARTICLE IX: Dissolution A. The WARNER 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. B. The WARNER REGIONAL CABLE GROUP may also be dissolved by mutual agree- ment of all the member 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 Buffalo Grove To the Village of Elk Grove Village Manager Village of Buffalo Group 50 Raupp Boulevard Buffalo Grove, IL. 60090 Village Manager Village of Elk Grove 901 Wellington Elk Grove Village, IL. 60007 To the Village of Hoffman Estates Village Manager Village of Hoffman Estates 1200 North Gannon Drive Hoffman Estates, IL. 60195 -6-