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g. "Commercial Need" or "Marketalace Need" means such need or market <br />demand which Grantee independently determines or City and Grantee may <br />jointly determine requires action or performance by Grantee as specifically <br />set forth in this Franchise. Any such joint determination shall be based upon <br />evidence and information presented by City, Grantee and other interested <br />parties at a duly noticed public proceeding. Grantee shall have an <br />opportunity to present evidence regarding the level of market demand, the <br />cost of meeting such demand and the availability of technologies to meet <br />such demand. Any decision regarding Commercial or Marketplace Need <br />which requires action by Grantee shall not be unreasonable. <br />h. "Commission" means the Ramsey/Washington Counties Suburban Cable <br />Communications Commission II, a municipal joint powers consortium <br />comprised of the municipalities of Birchwood, Dellwood, Grant, Lake Elmo, <br />Mahtomedi, Maplewood, North St. Paul, Oakdale, Vadnais Heights, White <br />Bear Lake, White Bear Township and Willemie, Minnesota. In the event the <br />City lawfully withdraws from the Commission, any reference to the <br />Commission in this Franchise shall thereafter be deemed a reference to the <br />City, and the rights and obligations related thereto shall, where possible, <br />accrue pro ratato the City, pursuant to a transition agreement to be negotiated <br />at such time by and between City, Commission and Grantee. The total <br />burden of Grantee's obligations under this Franchise and Grantee's Franchise <br />with the other member cities of Commission shall not be increased as a result <br />of any such withdrawal. <br />i. "Converter" means an electronic device which converts signals to a <br />frequency acceptable to a television receiver of a Subscriber and by an <br />appropriate selector permits a Subscriber to view all Subscriber signals <br />included in the service. <br />j. "Droo" means the cable that connects the ground block on the Subscriber's <br />residence or institution to the nearest feeder cable of the System. <br />k. "FCC" means the Federal Communications Commission and any legally <br />appointed, designated or elected agent or successor. <br />1. "Franchise" or "Cable Franchise" means this ordinance and the regulatory <br />and contractual relationship established hereby. <br />In. "Grantee" is MediaOne North Central Communications Corp., its lawful <br />successors, transferees or assignees. <br />n. "Gross Revenues" means all revenue received directly or indirectly by the <br />Grantee, its affiliates, subsidiaries, parent, or person in which Grantee has <br />3- <br />