A. 
Grant. In the event that the Township shall grant to the grantee a nonexclusive, revocable franchise to construct, operate, and maintain a cable communications system within the Township, said franchise shall constitute both a right and an obligation to provide the services of a cable communications system as regulated by the provisions of this chapter and the franchise. The franchise shall include by reference those provisions of the grantee's application for franchise that are finally negotiated and accepted by the Township and grantee.
B. 
Event of conflict. The franchise shall be granted under the terms and conditions contained herein, consistent with the Township's Charter and/or other applicable statutory requirements. In the event of conflict between the terms and conditions of this chapter, the franchise, or the terms and conditions on which the Township can grant a franchise, the Charter and/or statutory requirements shall control.
C. 
General Township ordinances. Any franchise granted by the Township is hereby made subject to the general ordinance provisions now in effect and hereafter made effective. Nothing in the franchise shall be deemed to waive the requirements of the various codes and ordinances of the Township regarding permits, fees to be paid, or manner of construction.
The franchise area shall be the entire Township, or portions thereof, for which a franchise is granted.
For the purpose of operating and maintaining a cable communications system in the Township, the grantee may erect, install, construct, repair, replace, reconstruct and retain in, on, over, under, upon, across and along the public streets and ways within the Township such wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, attachments and other property and equipment as are necessary to the operation of the cable communications systems, provided, however, that the grantee complies with all design, construction, safety, and performance provisions contained in this chapter, the franchise agreement, and other applicable local ordinances.
In the event that a grantee chooses to utilize Township-owned conduit or other facilities for any portion of its cable communications system, the consideration for the use of Township conduit or other facilities shall be at charges to be agreed upon between the parties.
No poles or pedestals shall be erected by the grantee without prior approval of the Township with regard to location, height, type and any other pertinent aspect. However, no location of any pole of the grantee shall be a vested right and such poles shall be removed or modified by the grantee at its own expense whenever the Township determines that the public convenience would be enhanced thereby. The grantee shall utilize existing poles and conduits where possible. The Township shall have the right, during the life of the franchise, to install and maintain upon the poles owned by the grantee, any wire and pole fixtures that do not unreasonably interfere with the cable system operations of the grantee. The Township shall reimburse the grantee for any make-ready costs. The use of grantee's poles shall be at a fair and reasonable rate.
No cable system shall be allowed to occupy or use the streets of the Township or be allowed to operate without a franchise.
Any franchise granted pursuant to this chapter shall be nonexclusive. The Township specifically reserves the right to grant at any time such additional franchises for a cable system as it deems appropriate, and/or build, operate, and own such cable communication system or systems as it deems appropriate. Subject to applicable law and regulation, any additional cable system franchises granted by the Township shall, to the extent practicable, seek to create a level regulatory playing field and shall contain similar terms and conditions, including without limitation, provisions of public benefit with similar cost, taking into account the size and population of the franchised areas. A grantee is required to indemnify the Township and to hold the Township harmless from all claims against it by third parties arising out of its compliance with this provision to the extent that such claims are not barred by Section 635A of the Cable Television Consumer Protection and Competition Act of 1992 (Limitation of Franchise Authority Liability), or by any other provision of law.
Whenever the agreement shall set forth any time for an act to be performed by or on behalf of the grantee or the Township, such time shall be deemed of the essence and any failure of the grantee or the Township to perform within the time allotted shall be sufficient ground for the other party to invoke an appropriate penalty including possible revocation of the franchise, subject to force majeure.
In any controversy or dispute under this chapter, the law of the Commonwealth of Pennsylvania shall apply.
If any section, subsection, sentence, clause, phrase or portion of this chapter or the franchise is for any reason held invalid or unconstitutional by any court of competent jurisdiction, or by any federal, commonwealth, or local statute or regulation, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions thereof.
A. 
Transfer of franchise. Any franchise granted hereunder shall not be sold, transferred, leased, assigned or disposed of, including but not limited to, transfer by force or voluntary sale, merger, consolidation, receivership or other means, nor shall the control of the grantee be changed, without the prior consent of the Township. The Township reserves the right to impose certain conditions on the transferee as a condition of transfer approval to ensure that the franchisee is able to meet ordinance and franchise requirements and existing operating practices.
B. 
Transfer threshold. The grantee shall promptly notify the Township of any actual or proposed change in, or transfer of, or acquisition by any other party of, control of the grantee. The word "control" as used herein is not limited to major stockholders but includes actual working control in whatever manner exercised. A transfer of ownership requiring approval shall arise upon the disposal by the grantee, directly or indirectly, by gift, assignment, voluntary sale, merger, consolidation or otherwise, of 25% or more at one time of the ownership or controlling interest in the system, or 30% cumulatively over the term of the franchise of such interests to a corporation, partnership, limited partnership, trust or association, or person or group of persons acting in concert. Except that no consent shall be required for any sale, transfer, or assignment of ownership or control to an entity under common control with the grantee, provided that prior to such transfer, the grantee provides to the Township verifiable information to establish that such transferee under common control has the financial, legal and technical ability to fully perform all obligations of the franchise.
C. 
Township approval. Every change, transfer, or acquisition of control of the grantee shall make the franchise subject to cancellation unless and until the Township shall have consented thereto, which consent will not be unreasonably withheld. For the purpose of determining whether it shall consent to such change, transfer, or acquisition of control, the Township may inquire into the legal, financial, character, technical and other public interest qualifications of the prospective controlling party, and the grantee shall provide the Township with all required information relevant to said inquiry. Failure to provide all information requested by the Township as part of said inquiry shall be grounds for denial of the proposed change, transfer or acquisition of control.
D. 
Assumption of control. The Township agrees that any financial institution having a pledge of the franchise or its assets for the advancement of money for the construction and/or operation of the franchise shall have the right to notify the Township that it or its designees satisfactory to the Township will take control and operate the cable television system. Further, said financial institution shall also submit a plan for such operation that will insure continued service and compliance with all franchise obligations during the term the financial institution exercises control over the system. The financial institution shall not exercise control over the system for a period exceeding 18 months, unless extended by the Township at its discretion, and during said period of time it shall have the right to petition for transfer of the franchise to another grantee. If the Township finds that such transfer, after considering the legal, financial, character, technical and other public interest qualifications of the applicant are satisfactory, the Township will transfer and assign the rights and obligations of such franchise as in the public interest. The consent of the Township to such transfer shall not be unreasonably withheld.
E. 
No waiver of Township property rights. The consent or approval of the Township to any transfer of the grantee shall not constitute a waiver or release of the rights of the Township in and to the streets, and any transfer shall, by its terms, be expressly subject to the terms and conditions of this chapter and the franchise.
F. 
Transfer time periods. The Township will not approve any transfer or assignment of the franchise prior to completion of construction of the proposed system unless appropriate guarantees which are acceptable to the Township are made by the transferee.
G. 
Disclosure of purchase price. The Township reserves the right to require the grantee and transferee to disclose the purchase price of any transfer or assignment of the cable system.
H. 
Signatory requirement. Any approval by the Township of transfer of ownership or control shall be contingent upon the prospective controlling party becoming a signatory to the franchise.
I. 
Time frame for Township review. The Township shall have 120 days to act upon any request for approval of such sale or transfer that contains or is accompanied by such information as is required in accordance with FCC regulations and by the Township. If the Township fails to render a final decision on the request within 120 days, such request shall be deemed granted unless the requesting party and the Township agree to an extension of time.
Upon completion of the term of any franchise granted under this chapter, the Township may grant or deny renewal of the franchise of the grantee in accordance with the provisions of the Cable Act. The grantee shall own the cable system, but shall have no property right in the public rights-of-way upon the completion of the franchise term including any renewals and extensions thereof.
A. 
Police powers. In accepting the franchise, the grantee acknowledges that its rights hereunder are subject to the police power of the Township to adopt and enforce general ordinances necessary to the safety and welfare of the public, and it agrees to comply with all applicable general laws and ordinances enacted by the Township pursuant to such power.
B. 
Conflicts. Any conflict between the provisions of this chapter or the franchise and any other present or future lawful exercise of the Township's police powers shall be resolved in favor of the latter, except that any such exercise that is not of general application in the jurisdiction or applies exclusively to the grantee or cable communications systems which contains provisions inconsistent with this chapter or the franchise shall prevail only if, upon such exercise, the Township finds an emergency exists constituting a danger to health, safety, property or general welfare and such exercise is mandated by law.
A. 
Fee established.
(1) 
Because the Township finds that:
(a) 
The streets of the county, commonwealth, and Township to be used by the grantee in the operation of its system within the boundaries of the franchise area are valuable public properties acquired and maintained by the county, commonwealth, and Township at great expense to its taxpayers.
(b) 
The grant to the grantee to said streets is a valuable property right without which the grantee would be required to invest substantial capital in right-of-way costs and acquisitions.
(c) 
The administration of this chapter and the franchise imposes upon the Township additional regulatory responsibility and expense.
(2) 
A grantee of any franchise hereunder shall pay to the Township a franchise fee in an amount as designated in the franchise, but in no event less than 5% of the gross annual revenues, or the maximum amount permitted under applicable federal, commonwealth, or local law, if such maximum is greater than 5%. The annual franchise fee payable shall be in addition to any other fee and shall commence as of the effective date of the franchise. Annually, the Township shall be furnished a statement of said payment by a certified public accountant, reflecting the total amounts of annual gross revenues, a breakdown by type of revenue, and the above charges and computations for the period covered by the payment.
B. 
Franchise fee in addition to other tax or payment. The Township believes that payment of the franchise fee made by grantee to the Township shall not be considered in the nature of a tax, but shall be in addition to any and all taxes which are now or may be lawfully required hereafter to be paid by any federal, commonwealth, or local law. This payment shall be in addition to any other tax or payment owed to the governments or other taxing jurisdiction by the grantee.
C. 
Acceptance by the Township. No acceptance of any payment by the Township shall be construed as a release or as an accord and satisfaction of any claim the Township may have for further or additional sums payable as a franchise fee under this chapter or for the performance of any other obligation of the grantee.
D. 
Failure to make required payment. In the event that any franchise payment or recomputed amount is not made on or before the dates specified herein, the grantee shall pay as additional compensation an interest charge, computed from such due date, at the annual rate equal to the commercial prime interest rate of the Township primary depository bank during the period that such unpaid amount is owed.
E. 
Payments to be made quarterly. The franchise fee and any other cost or damage assessed against the grantee shall be payable quarterly to the Township of Doylestown. The grantee shall file a complete and accurate statement verified by a financial officer of the grantee, of all gross revenues within the franchise area and the number of subscribers per service during the period for which said quarterly payment is made, and said payment shall be made to the Township no later than 45 days following the expiration of each calendar quarter ending March 31, June 30, and September 30, and no later than the 90 days after the calendar quarter ending December 31.
F. 
The Township's right of inspection. The Township shall have the right to inspect the grantee's income records and the right to audit and to recompute any amounts determined to be payable under this chapter. Audits shall be at the expense of the Township unless the audit reveals an underpayment of more than 5% in the amount of the franchise fee due to the Township, in which event the cost of the audit shall be borne by the grantee. Any additional amount due the Township as a result of the audit shall be paid within 30 days following written notice to the grantee by the Township, which notice shall include a copy of the audit report.
A. 
Grounds for revocation. The Township reserves the right to revoke any franchise granted hereunder and rescind all rights and privileges associated with the franchise in the following circumstances, each of which shall represent a default and breach under the ordinance and the franchise grant:
(1) 
If the grantee shall default in the performance of any of the material obligations under this chapter, the franchise, or under such documents, contracts and other terms and provisions entered into by and between the Township and the grantee.
(2) 
If the grantee shall fail to provide or maintain in full force and effect the liability and indemnification coverage or the performance bond as required herein.
(3) 
If the grantee, after all established regulatory and appellate procedures have been exhausted, shall violate any orders or rulings of any regulatory body having jurisdiction over the grantee relative to this chapter or the franchise.
(4) 
If the grantee practices any fraud or deceit upon the Township or cable subscribers.
(5) 
The grantee's construction schedule is delayed 180 days, beyond the schedule contained in the franchise or beyond any extended date set by the Township.
(6) 
The grantee becomes insolvent, unable or unwilling to pay its debts or is adjudged bankrupt.
(7) 
Failure to restore service after 96 consecutive hours of interrupted service substantially throughout the franchise area, except when approval of such interruption is obtained from the Township.
(8) 
Material misrepresentation of fact in the application for or negotiation of the franchise or any extension or renewal thereof.
(9) 
If the grantee ceases to provide a substantial portion of ongoing cable services for any reason within the control of the grantee over the cable communications system.
B. 
Effect of circumstances beyond control of grantee. The grantee shall not be declared at fault or be subject to any sanction under any provision of this chapter in any case in which performance of any such provision is prevented for reasons beyond the grantee's control. A fault shall not be deemed to be beyond the grantee's control if committed by a corporation or other business entity in which the grantee holds a controlling interest, whether held directly or indirectly.
C. 
Effect of pending litigation. Pending litigation or any appeal to any regulatory body or court having jurisdiction over the grantee shall not excuse the grantee from the performance of its obligations under this chapter or the franchise. Failure of the grantee to perform such obligations because of pending litigation or petition may result in forfeiture or revocation pursuant to the provisions of this section.
D. 
Procedure prior to revocation.
(1) 
The Township shall make written demand that the grantee comply with any such requirement, limitation, term condition, rule or regulation or correct any action deemed cause for revocation. If the failure, refusal or neglect of the grantee continues for a period of 30 days following such written demand, the Township shall place its request for termination of the franchise upon a regular Board of Supervisors meeting agenda. The Township shall cause to be served upon such grantee at least seven days prior to the date of such Board of Supervisors meeting, a written notice of this intent to request such termination, and the time and place of the meeting, notice of which shall be published by the Township Manager or his designee, at least once, seven days before such meeting in a newspaper of general circulation within the Township.
(2) 
The Board of Supervisors shall hear any persons interested therein, and shall determine in its discretion, whether or not any failure, refusal or neglect by the grantee was with just cause.
(3) 
If such failure, refusal or neglect by the grantee was with just cause, as reasonably determined by the Township, the Board of Supervisors shall direct the grantee to comply within such time and manner and upon such terms and conditions as are reasonable.
(4) 
If the Board of Supervisors shall determine such failure, refusal, or neglect by the grantee was without just cause, then the Board of Supervisors shall, by resolution, declare that the franchise of the grantee shall be terminated unless there is compliance by the grantee within 90 days.
E. 
Disposition of facilities. In the event a franchise expires and is not renewed or extended, is revoked or otherwise terminated, the Township may, in its sole discretion, do any of the following:
(1) 
Purchase the system under the procedures set forth in § 72-24 of this chapter.
(2) 
Effect a transfer of ownership of the system to another party.
(3) 
Order the removal of all or a portion of the system facilities as required by the Township within a reasonable period of time as determined by the Township or require the original grantee to maintain and operate its system for a period of six months or until such further time as is mutually agreed upon.
F. 
Restoration of property. In removing its plant, structures and equipment, the grantee shall refill, at its own expense, any excavation that shall be made by it and shall leave all public ways and places in as good a condition or better as that prevailing prior to the grantee's removal of its equipment and appliances without affecting the electrical or telephone cable wires or attachments. The Township shall inspect and approve the condition of the public ways and public places and cables, wires, attachments, and poles after removal. The liability, indemnity, insurance and performance bond as provided herein shall continue in full force and effect during the period of removal and until full compliance by the grantee with the terms and conditions of this subsection, this chapter and the franchise.
G. 
Restoration by Township; reimbursement of costs. In the event of a failure by the grantee to complete any work required by §§ 72-6 and 72-8 and/or Subsection F above, or any other work required by Township law or ordinance within the time as may be established and to the satisfaction of the Township, the Township may cause such work to be done and the grantee shall reimburse the Township the cost thereof within 30 days after receipt of an itemized list of such costs or the Township may recover such costs through the performance bond provided by grantee. The Township shall be permitted to seek legal and equitable relief to enforce the provisions of this section.
H. 
Extended operation. Upon either the expiration and nonrenewal or revocation of a franchise, the Township may require the grantee to continue to operate the system for a period of six months from the date of such expiration or revocation, or until such time as is mutually agreed upon. The grantee shall continue to operate the cable system under the terms and conditions of this chapter and the franchise and to provide the regular subscriber service and any and all of the services that may be provided at the time. The Township shall be permitted to seek legal and equitable relief to enforce the provisions of this section.
A. 
Termination by insolvency. The franchise granted hereunder shall, at the option of the Township, cease and terminate 120 days after the appointment of a receiver or receivers or trustee or trustees to take over and conduct the business of the grantee whether in a receivership, reorganization, bankruptcy or other action or proceeding unless such receivership or trusteeship shall have been vacated prior to the expiration of said 120 days, or unless:
(1) 
Such receivers or trustees shall have, within 120 days after their election or appointment, fully complied with all the terms and provisions of this chapter and the franchise granted pursuant hereto, and the receivers or trustees within said 120 days shall have remedied all defaults under the franchise or have commenced expeditiously and in good faith to do so in the reasonable opinion of the Board of Supervisors; and
(2) 
Such receivers or trustees shall, within said 120 days, execute an agreement duly approved by the court having jurisdiction in the premises, whereby such receivers or trustees assume and agree to be bound by each and every term, provision and limitation of the franchise herein granted.
B. 
Termination by judicial action. In the case of a foreclosure or other judicial sale of the plant, property and equipment of the grantee or any part thereof, including or excluding the franchise, the Township may serve notice of termination upon the grantee and the successful bidder at such sale, in which event the franchise and all rights and privileges of the grantee granted hereunder shall cease and terminate 30 days after service of such notice, unless:
(1) 
The Township shall have approved the transfer of the franchise, in the manner this chapter provides, and
(2) 
Such successful bidder shall have covenanted and agreed with the Township to assume and be bound by all the terms and conditions of the franchise.
Equal opportunity employment shall be afforded by all operators of cable television systems to all qualified persons, and no person shall be discriminated against in employment because of race, color, religion, age, national origin, sex, or physical handicap. The grantee shall comply with all equal opportunity provisions enacted by federal, commonwealth and local authorities, as well as all such provisions contained in this chapter and the franchise.
All notices from the grantee to the Township pursuant to this chapter and the franchise shall be to the Township Manager or his/her designee. The grantee shall maintain with the Township, throughout the term of the franchise, an address for service of notices by mail. The grantee shall also maintain a locally accessible office as specified in this chapter and the franchise, and telephone number for the conduct of matters related to the franchise during normal business hours. The grantee shall be required to advise the Township of such address(es) and telephone numbers and any changes thereof.
A. 
Right to purchase of the system by the Township upon termination or expiration of the franchise.
(1) 
Right to purchase. In the event the grantee forfeits and the Township terminates the franchise for cause, pursuant to provisions of this chapter and the franchise, or the franchise is not renewed at/or following the normal expiration of the franchise term, the Township shall have the right, directly or as an intermediary, to purchase the franchised cable communications system or effect the ownership of the system to another person. Any such acquisition or transfer shall be as specified in the Cable Act. The Township shall notify the grantee in writing within 30 days following nonrenewal or termination of its intent to acquire the system on its behalf or effectuate the ownership of the system to another person. Purchase price shall be based upon the value of the system determined pursuant to this section.
(2) 
Arbitration. In the event the Township and grantee are unable to agree upon the value of the cable communications system, either party may require by written notice to the other that the value of the cable communications system be submitted to arbitration in the following manner:
(a) 
The Township and the grantee shall each within 15 days after such written notice, select an arbitrator who shall be a disinterested person with reasonable knowledge and experience relative to the subject to be arbitrated. The two arbitrators thus selected shall immediately thereafter select a third arbitrator who shall likewise be a disinterested person having reasonable knowledge and experience relative to the subject to be arbitrated.
(b) 
Within 30 days after appointment of all arbitrators and upon 10 days' written notice to the parties, the panel of arbitrators shall commence a hearing on the issue of valuation and shall receive all relevant information from the parties.
(c) 
The hearing shall be recorded and may be transcribed at the request of either party. All hearing proceedings, debate and deliberations shall be open to the public and at such times and places as contained in the notice or as thereafter publicly stated, except that if two arbitrators agree, debate and deliberations may be held in closed session.
(d) 
The value of the system as determined by the arbitration panel shall be determined pursuant to § 72-24A(1) above.
(e) 
Within 30 days after the close of the hearing, the panel of arbitrators shall prepare findings and the decision agreed upon by a majority of the panel which shall be filed with the Township and served by mail upon the grantee. The decision of the panel regarding the value of the system shall be final and binding upon the parties. Should there be no majority decision, the proceedings shall become null and void and shall be started anew, unless the parties extend by mutual agreement the time which the panel of arbitrators has to make a decision.
(f) 
Either party may seek judicial relief in the following circumstances:
[1] 
A party fails to select an arbitrator;
[2] 
The arbitrators fail to select a third arbitrator;
[3] 
One or more arbitrators is unqualified;
[4] 
Designated time limits have been exceeded;
[5] 
The panel has not proceeded expeditiously;
[6] 
The decision was procured by corruption, fraud or undue means;
[7] 
There was evident partiality on the part of one or more of the arbitrators;
[8] 
The arbitration panel exceeded its authority hereunder; and
[9] 
Based upon the record, the panel abused its discretion.
(g) 
In the event a court of competent jurisdiction determines that judicial relief is appropriate to the circumstances set forth above, the court in its discretion may order the arbitration procedure repeated and issue findings, orders and directions.
(h) 
The expenses of the arbitrators and those expenses incurred by the panel as a whole shall be borne equally by the parties.
(3) 
Notification. The purchase price shall be the value of the system as determined by the arbitration panel.
B. 
Right of inspection of records. Upon reasonable advance notice, the Township shall have the right to inspect at any time during normal business hours, all books, records, reports, maps, plans, financial statements, and other like materials of the grantee relating to the operation of the cable communications system and the enforcement of this chapter and the franchise within the Township, including, but not limited to system records where information is not available on a franchise area basis. The grantee shall provide such information in such form as may be required by the Township for said records.
C. 
Right of inspection of construction. The Township shall have the right to inspect all construction or installation work performed subject to the provisions of the franchise and upon prior notice to the grantee, to make such tests as it shall find necessary to ensure compliance with the terms of this chapter and other pertinent provisions of the law. The grantee shall be afforded the opportunity to be present at and observe such testing and shall be provided with the results of any such testing undertaken by the Township.
D. 
Right of inspection of property. At all reasonable times, the grantee shall permit examination by any duly authorized representative of the Township, of system facilities, together with any appurtenant property of grantee situated within or without the Township.
E. 
Right to require removal of property. Upon denial of renewal of this chapter or the franchise, or upon its revocation or expiration and nonrenewal, as provided for herein, the Township shall have the right to require the grantee to remove, at its own expense, all portions of the cable communications system required by public necessity from all streets and public ways within the Township within six months of receipt of a written notice from the Township.
F. 
Expense reimbursement to Township. Unless otherwise provided in the franchise agreement, the grantee shall pay the Township a sum of money which will, when added to application fees received, reimburse all costs and expenses incurred by it in connection with preparation of this chapter, the initial franchise agreements, including, but not limited to, consultant fees, attorneys' fees, publication fees, travel expenses and all other direct costs; provided, however, that the Township shall submit a detailed schedule of all such costs. Such payment shall be made within 30 days after the Township furnishes the grantee with a written statement of such initial franchise expenses.