June 17^th, 2002

MEMBERS PRESENT

Stuart Rhodes, Chairman
Charlie Hiltunen, Member
Peter Blum, Member

MEMBERS ABSENT

Daniel Lynch, Member

OTHERS PRESENT

 The first item on the agenda was the Cable Agency Report. Mr. Maultra presented the Cable Agency Report, which highlighted events that have taken place at the Cable Agency last month. Mr. Maultra announced that his office placed notice in the Indianapolis Star and on the Cable Agency’s website announcing the public hearing with regard to the Comcast/AT&T merger.

Mr. Maultra’s office has been in discussions with Comcast with respect to language in the Franchise Agreement that called for the City to receive additional bandwidth upon the activation of their digital services. Mr. Maultra stated that an understanding with Comcast had been reached allowing the City to utilize digital bandwidth, resolving an outstanding issue as to where to place the township fire departments for the institutional network. Mr. Maultra stated that Comcast is working closely with the fire departments to resolve this issue.

Mr. Maultra stated that he and his staff have met with the Controller’s Office and other City entities with respect to the web-streaming project. Mr. Maultra’s office has also continued discussions with the Controller’s Office over the Cable Agency/Government Access TV combined 2003 Budget.

Mr. Maultra went on to state that his office has met with City - County Councilor Jackie Nytes with regard to her request that his office budget for closed captioning of the 2003 City-

County Council meetings. Mr. Maultra believes that the Agency can close caption all of next year’s City-County Council meetings and he is making plans to include that service in the Agency’s 2003 budget. His office also briefly discussed the possibility and cost of broadening the close caption service to the City-County Council subcommittee meetings

Mr. Maultra’s office has reviewed, researched and prepared material with respect to performing an audit on the franchise fee payments of both cable operators.

Mr. Maultra stated that his office received a request for Time Warner to provide a public service drop for cable TV by the Investigation Division of the Marion County Sheriff’s Department. He has forwarded their request to Time Warner.

Mr. Maultra expressed The Cable Agency’s thanks and best wishes to Mr. Curry on his departure as Chairman of the Cable Franchise Board.

The Cable Communications Agency has been serving as a consumer advocate to Indianapolis and Marion County cable subscribers in assisting them in mediating cable complaints on their behalf.

The next item on the agenda was the Channel 16’s Government Access Programming report presented by Mr. Montgomery. Mr. Montgomery highlighted some activities of Channel 16 for the month of May. In May there were 31 total live & Tape Delayed Meeting Events which included the 2002 Council Redistricting Public Participation Training and the Metropolitan Planning Organization meeting. Also in May there were an exceptionally high number of Specials/Events Productions and they included the series Great Decisions 2002 and Storm-water Utility Fee PSAs. Channel 16 also performed 4 In-Kind Productions for City-county/Government Agencies.

Mr. Montgomery also wished to express his thanks and appreciation of Mr. Curry.

The next item on the agenda was cable operator reports. The first operator to present was Al Aldridge of Time Warner Cable. Mr. Aldridge stated that Time Warner has issued a work order for cable TV for the Investigation Division of the Marion County Sheriff’s Department.

Mr. Aldridge also stated that Time Warner has met all of the procedures established by the franchise authority.

Mr. Aldridge stated that Time Warner has run promotional spots including spots for the Humane Society, Indy Parks, and the Student Community Volunteering. Mr. Aldridge went on to discuss CSPAN’s visit to their facility and CSPAN’s presentations to the public. Time Warner also partnered with Indiana Cable Telecommunications Association in sponsoring the Indiana State PTA annual meeting. Time Warner co-hosted the ESPN truck at the Indianapolis 500 for four days. Time Warner also was a sponsor of the Indianapolis 500 Mini Marathon. Time Warner sponsored the Indianapolis Public Schools Reading Recognition Program. Time Warner also sits on numerous boards throughout the community.

Mr. Apple reported for Comcast. Mr. Apple stated that subscriber totals fell slightly over the past month and also exceeded the 90% service level minimum for the month but fell short for the busy rate standard for the month due to an abnormally high volume of calls. Comcast exceeded all goals for service interruptions, service calls, and installations for the month.

Comcast completed construction in eight new subdivisions and one condominium complex. Mr. Apple went on to state that Comcast met the required minimum of 100 hours of community service programming. Comcast ran seven PSA for the month of May and 23 newsmakers for the month of May.

Comcast hosted the CSPAN bus at both Stony Brook and Creston Middle Schools. Mr. Apple stated that about 100 students from each school visited the bus. Comcast was also the title sponsor of the inaugural Women’s Legacy Luncheon, benefiting the American Heart Association. May 23 was Comcast Customer Appreciation Night at Victory Field. Comcast customers received a 2-for-1 admission to the Indians game. Comcast also sponsored the ESPN truck.

The next item on the agenda was the TOTALink presentation. Mr. Bill Roberts presented the TOTALink report, stating TOTALink of Indiana, LCC has not initiated any new activity during the past month under the provisions of TOTALink’s franchise for Indianapolis and Marion County. Indicators in the financial markets do not cause them to expect more favorable conditions for the telecom industry until at least until the second half of 2002.

No progress has been made between TOTALink and AES (formerly IPL) with regard to the accounting of over $2.0 million paid during 2001 for make-ready engineering and re-arrangement. Discussions are not presently underway pending a review by TOTALink of its legal position.

The City of Louisville has officially repealed the cable television franchise awarded to TOTALink of Kentucky, LLC., and affiliate of TOTALink Indiana. This action was taken at the request of TOTALink of Kentucky. It is the company’s intention to evaluate the possibility of filing a new application for cable television franchise rights following merger of the City and County governments in Louisville in January 2003.

There continues to be much uncertainty in financial markets as evidenced by continued financial performance concerns at many CLEC’s and major telecommunications companies. TOTALink, along with its owners, Utilicom Networks, and their partner, Vectren Corporation, continue to closely monitor the financial market conditions.

The next item on the agenda was the ETC report. Ms. Williams presented.

 ETC Programming

On Friday, May 17^th the "4^th Annual IPS Talent Showcase" was seen live on ETC 1. The show was produced by IPS Television and originated form IPS Crispus Attucks Middle School. It featured 24 performances by IPS students, showcasing their talents in the areas of music, dance and dramatic performances. The showcase was seen on ETC 1 throughout the month of May.

On May 16^th, IPS Television recorded the "2^nd Annual Celebration of Peace." The event, which originated from Hinkle Fieldhouse, featured performances from IPS students, as well as speeches form Wayne Township Superintendent Dr. Terry Thompson, the Peace Learning Center, and Miss Indiana Allison Hatcher. The show will be seen on ETC 1 during the month of June.

Author and Educator Dr. Richard Gentry was recorded at IPS Washington Irving School #14 recently. Stating he discussed best practices in Elementary reading and writing with a group of educators. The program is entitled "The Road to Literacy".

 Public Purpose Grant

Ms. Williams inquired on behalf of Mr. Harris for clarification on the decision by the board regarding ETC’s PEG grant funding and if ETC’s proposal was approved. After some discussion the answer was deferred until the July meeting when the May minutes would be available.

 Comcast/AT&T Merger Resolution

Mr. Apple stated that under the new merger there will be no new holder of the franchise agreement. Comcast will remain as holder of the franchise agreement. The new merged entity will be named AT&T/Comcast. Along with many stated advantages that AT&T/Comcast will bring to Indianapolis including 1 million additional households of local telephone service - encouraging competition.

Mr. Hiltunan inquired whether or not AT&T Comcast will retain its current regions. Mr. Robertson replied that there is no definitive decision yet. Mr. Hiltunan also expressed concern over their already very busy call center. Mr. Apple stated that they do not anticipate any further burden on their call center. Mr. Hiltunan also expressed concern about the possibility of rising rates. Mr. Robertson stated that if rates were to increase they would be backed by the increase in service and product and that their rates are largely defined by their competition.

 Public Comment

Mr. Carl Kakasuleff expressed concern about the possibility of Comcast following suit in that AT&T carries adult programming will Comcast do the same? Mr. Apple responded that Comcast does currently offer adult programming on its digital spectrum, however the programming is encrypted and you can not receive the programming without the appropriate equipment. Mr. Robertson stated that Comcast management will remain in control of the new entity and that he does not presume that due to the merger they will pick up any new programming.

Mr. Jim Smashy stated his multiple concerns about the merger including that this will not be deregulation and will not give Indianapolis a competitive market.

Mr. Maultra inquired if AT&T/Comcast will be able to yield any type of negotiating power since AT&T/Comcast will inherently be a larger company. Mr. Robertson stated that in general terms, overall, there should be some efficiencies seen.

Ms. Andrea Price commented that the Cable Franchise Board is in place to serve the public interest and in the past mergers have meant higher rates, fewer choices, and less public access. In response Mr. Apple reiterated all the advances Comcast has made in the Indianapolis area.

 The Merger Resolution States:

Where as Comcast Cable Vision of Indianapolis LP, Franchisee, currently owns and operates the cable television system, the system within the city of Indianapolis Indiana. The City in accordance with the terms made Franchise Agreement dated September 2, 1996 between Franchisee and City, and whereas Franchisee is an indirect subsidiary of Comcast Corporation Comcast and whereas Comcast intends to merge with AT&T Broadband Corp. to create a new company to be know as AT&T Comcast Corporation. Following the merger, Franchisee will remain an indirect subsidiary of Comcast and the ultimate parent company will be AT&T Comcast Corp. whereas Franchisee has requested consent by the City for the merger in accordance with the requirements of the franchise agreement, and have filed an FCC form 394 application with the city. Whereas Indianapolis Cable Franchise Board has reviewed the application and additional information submitted by the Franchisee, considered the application and all other submitted information listed in section 851-254, and considered the comments of all interested parties, and whereas in the franchisee party application Franchisee has requested consent to reorganize and convert its legal for to a limited liability company, however such conversion may require an amendment to the Franchise Agreement which would require further approval of the Board and the City County Council of Marion county, Indianapolis Indiana, and whereas currently there is an unresolved dispute between Franchisee and City concerning payment of franchise fees for cable modem services, and whereas the franchise agreement is in full force and except for the unresolved dispute concerning cable modem services it is operating without default there underby the franchisee as the date here of and in accordance with its terms and conditions as set forth therein and whereas AT&T Comcast Corp. has agreed to comply with the terms and conditions of the Franchise Agreement and the applicable law firm, and after the completion of the merger, and whereas the board believes it is in the interest of the City approve the application and consent to the merger are subject to the reservation of the City’s right to fees for the cable modem services. Now thereby be it resolved by the Indianapolis Marion County Cable Franchise Board as follows:

Section 1

 The board consents to the change in control of the franchisee arising from the merger but finds that reorganization and conversion of Franchisee to a Limited Liability Partnership may require further board action and approval from the City County Council.

Section 2

 In consenting to the change in control, the city does not waive any rights to payments for franchise fees for cable modem services, but specifically reserves all rights and legal positions until the unresolved dispute is ultimately decided.

After the above was read aloud questions of the Board were addressed.

Questions entailed concerns about the Board’s ability to rule on this matter and what the steps are following this Board’s actions. Questions also consisted of concerns over franchise fees and cable modem service.

 Mr. Hiltunen moved for the passing of the resolution. Second by Mr. Blum. The resolution carries unanimously.

Franchise Fee Audit

Mr. Maultra expressed that an audit had not been performed since 1999. An outside firm was consulted and quoted Mr. Maultra $44,000.00 for the financial audit of both Comcast and Time Warner. Mr. Maultra asked the board for consideration of his request.

 Mr. Blum moved to approve the Lewis & Associates Audit. Second by Mr. Hiltunen. The motion carries unanimously.

Mr. Kakasuleff discussed his concern that Indianapolis does not have a public access channel. He proposed that this Board and the Indiana Public Access board meet to discuss this situation.

Mr. Aldridge addressed a concern brought forth by Carl and stated that Time Warner has given access to the community performing arts.

Mr. Smashy expressed multiple concerns about where the City County’s Franchise fees are being distributed.

There was no further business to come before the board; Mr. Hiltunen adjourned the meeting at 4:40 p.m.