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<br />JOINT AND COOPERATIVE <br />INTERGOVERNMENTAL AGREEMENT <br />for a <br />GREATER METRO TELECOMMUNICATIONS CONSORTIUM <br /> <br />common concerns, to investigate mutual solutions to challenges pertaining to cable franchising, <br />telecommunications regulation and administration, and new means of achieving common objectives with <br />regard to cable franchising, and to coordinate and interconnect metro area cable communications and <br />telecommunications systems, within the framework of an informal confederation of political subdivisions <br />of the State of Colorado in a common ge:ographical area. <br /> <br />2. ESTABLISHMENT OF THE GREATER METRO TELECOMMUNICATIONS <br />CONSORTIUM. The parties hereby create an agency to known as the "Greater Metro <br />Telecommunications Consortium", or the "Consortium". The Consortium shall be separate from its <br />Members and the parties, but govern€~d by the parties according to the terms hereof. The central <br />communications address and headquarters of Aurora, Colorado, 80014, initially, although the Members of <br />the Consortium may vote following execution to rotate said address among parties, establish an <br />independent headquarters, or adopt such other practices or procedures in this regard as they <br />deem fit. <br /> <br />3. DEFINITIONS. <br /> <br />For the purposes of this Agreement the following words, terms and phrases shall have the <br />following meanings. <br /> <br />"Director" shall mean the individual appointed by a Member to be its representative in <br />the Consortium. <br /> <br />"Franchise" (and its gemnd, "franchising") shall mean the same in this Agreement as in <br />the Cable Communications Policy Act of 1984, 47 D.S.C. Section 522(8). <br /> <br />"Member" shall mean a political subdivision of the State of Colorado which has entered <br />into and formally executed this Agreement with proper legislative approval, and is, at the time in <br />question, current with all costs of participation. Members shall be divided into two categories, Voting <br />Members and Associate Members, as defined in the Bylaws. <br /> <br />"Subscriber" shall mean any person, association, governmental unit, company or <br />partnership receiving cable television, communication or data services from a cable system in a Member's <br />jurisdiction, and, unless the context clearly indicates otherwise, may be used hereinafter synonymously <br />with "customer" or "consumer". <br /> <br />4. BOARD OF DIRECTORS. Each Member shall appoint one Director to serve on a Board of <br />Directors of the Consortium (the "Board") for a 3-year term, and, at its option, up to two alternates, to <br />attend meetings in place of the Director in case the Director is unavailable. The election and <br />qualifications of each Director shall be within the discretion of each Member; however notice of the <br />initial selection, and any changes or substitutions shall be sent promptly to the Consortium at the <br />communications address. Directors shall serve without compensation from the consortium. The <br />Consortium shall act through the Board, although the Board may vote to delegate specific authority to the <br />officers of the Consortium, or to any executive committee or any special committees the Board may <br />constitute. <br /> <br />Greater Metro Telecommunications Consortium <br />Intergovernmental Agreement <br />Page 2 <br />