[HISTORY: Adopted by the Borough Council of the Borough of Lake City 4-9-2018 by Ord. No. 428-18. Amendments noted where applicable.]
Editor's Note: This ordinance also superseded former Ch. A81, Cable Television Franchise, adopted 2-15-2011 by Ord. No. 399-11.
As used in this chapter, the following terms shall have the meanings indicated:
- AFFILIATED ENTITY
- Any corporation, partnership or other business entity that owns or controls, is owned or controlled by, or is under common ownership or control with Charter.
- BASIC SERVICE
- That service tier which shall include at least the retransmission of local broadcast television signals.
- Over-the-air transmission by a television or radio station.
- CABLE ACT
- The Cable Communications Policy Act of 1984, P.L. 98-549, 47 U.S.C. § 521 Supp., as it may be amended or superseded.
- CABLE SYSTEM, CABLE SERVICE and BASIC CABLE SERVICE
- As set forth in the Cable Act.
- Any written communication by a subscriber, or by the Borough on behalf of groups of subscribers, expressing dissatisfaction with any aspect of Charter's business or the operation of its cable system.
- The coaxial or fiber optic or other means that connects a home or building to the cable system.
- The Federal Communications Commission.
- The authorization granted hereunder of a franchise, privilege, permit, license or otherwise to construct, operate and maintain a cable system within the service area.
- A. All revenue received by Charter, or its affiliated entities, arising from, attributable to, or in any way derived from the operation of Charter's cable system in the Borough to provide cable services as calculated in accordance with generally accepted accounting principles ("GAAP"). Gross revenues shall include, but are not limited to, the following:
- (1) Basic service fees;
- (2) Fees charged to subscribers for any cable service tier other than basic service;
- (3) Fees charged for premium cable services;
- (4) Fees charged to subscribers for any optional, per-channel, or per-program cable services;
- (5) Fees charged for video-on-demand;
- (6) Revenue from the provision of any other cable service;
- (7) Fees for service calls;
- (8) Change-in-service fees for video programming;
- (9) Service plan protection fees related to cable service;
- (10) Fees for payments made to customer service representatives directly;
- (11) Fees for leased access channels;
- (12) Rental of any and all cable services equipment, including converters and remote control devices;
- (13) Any and all locally-derived advertising revenues less commissions paid to third parties that are not affiliated entities;
- (14) Revenues or commissions from locally derived home shopping channels;
- (15) Broadcast and/or sports programming fees;
- (16) Late payment fees related to cable service; and
- (17) Franchise fees.
- B. "Gross revenues" shall not include bad debts, program launch fees, investment income, refunded deposits, revenue from annexations prior to notice and implementation, any taxes or fees on services furnished by Charter and imposed directly upon any subscriber or user by the Borough, state, federal or other governmental unit, and any PEG fees recovered from subscribers.
- An interior receptacle that connects a television set or converter box to the cable system.
- An individual, partnership, association, organization, corporation, trust or governmental entity.
- Programming provided by, or generally considered comparable to, programming provided by a television broadcast station.
- SERVICE AREA
- The geographic boundaries of the Borough.
- SERVICE INTERRUPTION
- The loss of picture or sound on one or more channels.
- STANDARD INSTALLATION
- Installations to residences and buildings that are located up to 125 feet from the point of connection to Charter's existing distribution system.
- The surface and the area across, in, over, along, under and upon the public streets, public roads, public lanes, public avenues, public alleys, public sidewalks, public bridges, public highways and other public rights-of-way, including public utility easements, dedicated utility strips, or rights-of-way dedicated for compatible uses now or hereafter held by the Borough in the service area.
- Any person lawfully receiving any cable service from Charter.
Pursuant to the Cable Act, the regulations of the FCC and Pennsylvania law, the Borough hereby grants a nonexclusive franchise to Charter, authorizing and permitting Charter to construct, operate, and maintain a cable system in the Borough's streets.
Subject to the terms and conditions contained herein, the Borough hereby grants Charter the right to construct, extend, install, operate, maintain, upgrade and rebuild a cable system, including such wires, cables, fiber, conductors, ducts, conduits, amplifiers, pedestals, antennas, attachments and other property and equipment as are necessary and appropriate to the operation of the cable system in, under, over, along, across and upon the streets. Nothing in this franchise shall be construed to prohibit Charter from offering any service over its cable system that is not prohibited by federal or state law.
Term. The term of this Agreement shall be for a period of 10 years, commencing on April 9, 2018, (the Effective Date) and expiring on April 9, 2018, unless this franchise is terminated prior to the expiration date in accordance with the terms and conditions of this Agreement.
Nonexclusivity. Charter acknowledges and agrees that the Borough reserves the right to grant one or more additional franchises to construct, operate, and maintain a cable system within the Borough.
Subject to federal, state and local laws.
This franchise is subject to and shall be governed by all lawful and applicable provisions of federal, state and generally applicable local laws and regulations. Without waiving any of its police powers, the Borough agrees that, to the extent any terms of this franchise are inconsistent with the terms of any local ordinance or regulation, this franchise shall control.
Further, Charter's rights under this franchise are subject to the police powers of the Borough to adopt and enforce generally applicable laws and regulations necessary for the safety and welfare of the public provided such regulations are reasonable, not materially in conflict with the privileges granted in the franchise and consistent with all federal and state laws, rules, regulations and orders. Such laws and regulations are separate and distinct from the terms and conditions contained in this franchise.
Cable system franchise required. No cable system shall be allowed to occupy, use, or operate in the streets of the service area or be allowed to provide cable service without a cable system franchise.
Procedures for renewal. The Borough and Charter agree that any proceedings undertaken by the Borough that relate to the renewal of Charter's franchise shall be governed by and comply with the provisions of Section 626 of the Cable Act, or any such successor statute.
No waiver of rights. No course of dealing between the Borough and Charter, nor any delay on the part of either party in exercising any rights hereunder, shall operate as a waiver of any such rights or acquiescence in the actions of the other party in contravention of such rights, except to the extent expressly waived.
Franchise fees. Charter shall pay to the Borough an amount equal to 5% of the gross revenues, transmitted by electronic funds transfer to a bank account designated by the Borough.
Quarterly payments. Franchise fee payments to the Borough under Subsection A shall be computed at the end of each calendar quarter. Such payments shall be made no later than 45 days following the end of each calendar quarter. Specifically, payments shall be due and payable on or before May 15 (for the first quarter), August 15 (for the second quarter), November 15 (for the third quarter), and February 15 (for the fourth quarter). In the event that any franchise fee payment is not made on or before the date by which it is due, then interest shall be added at the annual rate of prime plus 1% of the amount of undisputed franchise fee revenue due to the Borough, computed from the last day of the fiscal year in which payment was due. No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall acceptance of any payment be construed as a release of any claim the Borough may have for additional sums payable under this Agreement.
Quarterly reports. Each franchise fee payment shall be accompanied by a written report containing an accurate statement of Charter's gross revenues received for each calendar quarter in connection and a description of the basis for computation of fees.
No more than once every three years during the term of the Agreement, the Borough shall have the right to conduct an independent audit or franchise fee review of Charter's records reasonably related to the sources, amounts and computation of gross revenues in accordance with generally accepted accounting principles. The period of limitation for recovery of any franchise fee payable hereunder shall be four years from the date on which payment by Charter was due. Upon request, Charter shall provide to the Borough the financial records related to the franchise fee audit or review.
No auditor engaged by the Grantor shall be compensated on a success-based formula (e.g., payment based on a percentage of an underpayment, if any).
Bundled services. Charter shall make such allocation in accordance with generally accepted accounting principles, but in no event shall Charter allocate gross revenues between cable services and non-cable services where such services are bundled together in a discounted package offered to subscribers for the purpose of evading its franchise fee obligations under this franchise.
Technical requirements. Charter shall operate, maintain, construct and extend the cable system so as to offer reliable delivery of cable services throughout the Borough. The video signals provided by the cable system shall be delivered in accordance with FCC standards. The cable system shall meet or exceed any and all generally applicable technical performance standards of the FCC. Charter shall comply with the National Electrical Safety Code.
Area to be served.
Charter shall extend the cable system into all areas within the Borough where there is a minimum of 35 residences per cable mile of aerial cable. The cable length shall be measured from the closest technologically feasible tie-in point that is actively delivering cable service as of the date of such request for service. The total cable length shall exclude the drop cable necessary to serve individual subscriber premises. Charter's obligation hereunder shall be subject to the timely performance of walk-out, make ready and location of all underground utilities and ability to obtain easements on reasonable terms and conditions.
Any residence within 125 feet aerial distance from the point of connection to Charter's existing distribution system shall be entitled to a standard installation rate.
Notwithstanding the foregoing, Charter shall have the right, but not the obligation, to extend the cable system into any portion of the service area where another operator is providing cable service or into any annexed area which is not contiguous to the service area. Charter shall not be obligated to provide service to any area where it is financially or technically infeasible to do so. Charter at its discretion may make cable service available to businesses within the service area.
No subscriber shall be refused service arbitrarily. However, if an area does not meet the density requirements of this section, Charter shall only be required to extend the cable system to subscribers in that area if the subscribers are willing to share the capital costs of extending the cable system. Charter may require that payment of the capital contribution in aid of construction borne by such potential subscribers be paid in advance. Subscribers shall also be responsible for any standard/non-standard installation charges to extend the cable system from the tap to the residence.
Charter's facilities shall be installed underground in those service areas where existing telephone and electric services are both underground at the time of system construction. In areas where either telephone or electric utility facilities are installed aerially at the time of system construction, Charter may install its facilities aerially with the understanding that at such time as the existing aerial facilities are required to be placed underground by the Borough, Charter shall likewise place its facilities underground. In the event the Borough or any agency thereof directly or indirectly reimburses any utility for the placement of cable underground or the movement of cable, Charter shall be similarly reimbursed.
Service to multiple dwelling units. Charter and the Borough hereto acknowledge and agree that installation and provision of cable service to multiple dwelling units are subject to a separate negotiation between the landlord, owner or governing body of any such unit and Charter, which negotiations shall, when applicable, be conducted in accordance with the procedures set forth in the Communications Act of 1934, as amended, applicable FCC regulations and applicable state law.
Editor's Note: See 47 U.S.C. § 151 et seq.
Permits. Charter shall apply to the Borough for all required permits of general applicability and shall not undertake any activities in the streets subject to a permit without receipt of such permit; provided, however, such permits shall not be unreasonably delayed or denied. Charter shall be required to pay any fees required for such permits. Notwithstanding the foregoing, Charter may set off any administrative permit fees or other fees required by the Borough related to Charter's use of the streets against the franchise fee payments required under § A81-3A.
Repairs and restoration.
Charter shall, at its own expense, restore any damage or disturbance caused to the streets as a result of its operation, construction, or maintenance of the cable system to a condition reasonably comparable to the condition of the streets immediately prior to such damage or disturbance. If Charter fails to repair, replace, or otherwise correct a street following 30 days' written notice by the Borough, the Borough may complete any repair, replacement, restoration or other correction and invoice Borough for reasonable cost of such repair, replacement, restoration or other correction and be reimbursed for the same.
Charter's operating, construction, repair and maintenance personnel, including all agents and subcontractors, shall be thoroughly trained in the use of all equipment and the safe operation of vehicles. Charter's operating, construction, repair and maintenance personnel shall follow all safety procedures required by all applicable federal and state laws and regulations. Charter shall install and maintain its wires, cables, fixtures, and other equipment in such a manner as shall not interfere with any installations of the Borough. Should a public safety emergency occur as a result of, incident to, or connected with operation, construction, repair, or maintenance activities by Charter personnel, including all agents and subcontractors, then such personnel shall immediately contact the applicable public safety emergency dispatcher (e.g., 9-1-1).
Whenever Charter or any agent, including any subcontractor, shall disturb any street to perform any underground activity, it shall utilize the Pennsylvania One Call System prior to any such disturbance. Charter also shall adhere to any additional requirements which the Commonwealth may establish in the future. Charter shall also adhere to all requirements of the Pennsylvania Underground Utility Line Protection Act.
All structures and all lines, equipment and connections in, over, under, and upon streets, wherever situated or located, shall at all times be kept and maintained in a safe, nonhazardous and suitable condition and in good order and repair in accordance with customary industry standards and practices.
System monitoring. Charter shall conduct testing or periodic signal monitoring in accordance with the requirements of the FCC.
Service area maps. Upon written request from Borough, Charter shall provide for inspection at a mutually agreed upon location a complete set of service area strand maps, on which will be shown those areas in which its facilities exist and the location of all streets. The Borough agrees to treat as confidential such maps as they constitute proprietary information.
Building moves for third parties. Charter shall, on the request of any person holding a lawful permit issued by the Borough, protect, support, raise, lower, temporarily disconnect, relocate in or remove from the street as necessary any property of Charter, provided that the expense of such is paid by any such person benefiting from the relocation and Charter is given reasonable advance written notice to prepare for such changes. Charter may require such payment in advance. For purposes of this subsection, "reasonable advance written notice" shall be no less than 90 days in the event of a temporary relocation and no less than 120 days for a permanent relocation.
Disconnection and relocation.
Charter shall, at no cost to the Borough, protect, support, temporarily disconnect, relocate or remove from any street any of its property as required by the Borough or its designee by reason of traffic conditions, public safety, street construction, change or establishment of street grade, site distance visibility, or the construction of any public improvement or structure.
In requiring Charter to protect, support, temporarily disconnect, relocate or remove any portion of its property, the Borough shall treat Charter the same as and require no more of Charter than any entity that occupies the streets, including, but not limited to, telephone, power and water, including costs associated with relocating facilities.
If funds are available to any person using the streets for the purpose of defraying the cost of any of the foregoing, the Borough shall reimburse Charter in the same manner in which other persons affected by the requirement are reimbursed. If the funds are controlled by another governmental entity, the Borough shall make application for such funds on behalf of Charter.
Emergency removal of equipment.
If, at any time, in case of fire or other disaster in the Borough, it shall be necessary, in the reasonable judgment of the Borough or its agent, to cut or move any of the wires, cable or equipment of the cable system, no charge shall be made by Charter against the Borough for restoration and repair, unless such acts amount to gross negligence by the Borough.
In cutting or moving any of the wires, cable or equipment of the cable system in the event of fire or other disaster, the Borough shall treat Charter the same as, and require no more of Charter than, any other entity, including but not limited to, telephone, power and water.
Tree trimming. Charter, or its agents, including subcontractors, shall have the authority to trim trees upon and overhanging the streets so as to prevent the branches of such trees from coming in contact with the wires, cables or other equipment of Charter. Except for incidental trimming done by Charter employees in the course of performing their other duties, Charter shall make good faith efforts to notify grantor prior to engaging in any such activity.
Cable system. Charter shall maintain a cable system with a bandwidth no less than 750 MHZ which shall meet or exceed the technical performance standards of the FCC.
Services to community facilities. Subject to applicable law, Charter shall provide, without charge, standard installation and one outlet and equipment of basic cable service to the locations listed in Exhibit A. The cable service provided pursuant to this § A81-6 shall not be used for commercial purposes. The Borough shall take reasonable precautions to prevent any inappropriate use or loss or damage to Charter's cable system.
Editor’s Note: Appendix A is on file in the Borough offices.
Right to inspect.
The Borough shall have the option, upon 20 business days' written notice and during normal business hours, to inspect at the notice location for Charter specified in § A81-13C below, all documents, records and other pertinent information maintained by Charter as is reasonably necessary to ensure Charter's compliance with the material terms of the franchise. Such notice shall specifically reference the subsection of the franchise that is under review so that Charter may organize the necessary books and records for easy access by the Borough. Charter shall not be required to maintain any books and records for franchise compliance purposes longer than three years, except that Charter will maintain records related to the payment of franchise fees for four years. Charter shall not be required to provide subscriber information in violation of Section 631 of the Cable Act. The Borough agrees to treat as confidential any books, records or maps that constitute proprietary or confidential information to the extent Charter make the Borough aware of such confidentiality. If the Borough believes it must release any such confidential books, records, or maps in the course of enforcing this franchise, or for any other reason, it shall advise Charter in advance so that Charter may take appropriate steps to protect its interests. Until otherwise ordered by a court or agency of competent jurisdiction, the Borough agrees that, to the extent permitted by state and federal law, it shall deny access to any of Charter's books, records, or maps marked confidential, as set forth above, to any person.
In addition, Charter shall maintain for inspection by the public and the Borough all records required by 47 CFR 76.305, as amended.
Reserved authority. Charter agrees to comply with the terms of any lawfully adopted generally applicable local ordinance necessary to the safety, health, and welfare of the public, to the extent that the provisions of the ordinance do not have the effect of limiting the benefits or expanding the obligations of Charter that are granted by this franchise. This franchise is a contract and except as to those changes which are the result of the Borough's lawful exercise of its general police power, the Borough may not take any unilateral action which materially changes the mutual promises in this contract.
Quarterly franchise fee report. In accordance with § A81-3C of this franchise, Charter shall provide a quarterly report with each quarterly franchise fee payment to the Borough.
Government reports. Upon written request, Charter shall provide to the Borough, no later than 30 days after such written request, copies of any and all nonconfidential communications, reports, documents, pleadings and notifications of any kind which Charter has submitted to any federal, state or local regulatory agencies if such documents relate to Charter's cable system within the Borough.
Violations and opportunity to cure.
If the Borough has reason to believe that Charter violated any material provision of this Agreement, it shall notify Charter in writing of the nature of such violation and the section of this Agreement that it believes has been violated. If the Borough does not notify Charter of any violation of this Agreement, it shall not operate as a waiver of any rights of the Borough hereunder or pursuant to applicable law.
Charter shall have 30 days from receipt of the written notice to i) respond to the Borough, contesting the assertion of noncompliance, or ii) to cure such default, or iii) if, by the nature of default, such default cannot be cured within the thirty-day period, initiate reasonable steps to remedy such default and notify the Borough of the steps being taken and the projected date that they will be completed.
Prior to revocation or termination of the franchise, the Borough shall give written notice to Charter of its intent to revoke the franchise on the basis of a pattern of noncompliance by Charter, including one or more instances of substantial noncompliance with a material provision of the franchise. The notice shall set forth the exact nature of the noncompliance. Charter shall be given at least 30 days' prior written notice of such public hearing, specifying the time and place of such hearing and stating its intent to revoke the franchise. The hearing, notice of which shall be published by the Clerk of the Borough in a newspaper of general circulation within the service area in accordance with § A81-13D hereof. At the hearing, the Council shall give Charter an opportunity to state its position on the matter, present evidence and question witnesses, after which it shall determine whether or not the franchise shall be revoked. The public hearing shall be on the record and a written transcript shall be made available to Charter within 10 business days. The decision of the Council shall be made in writing and shall be delivered to Charter. Charter may appeal such determination to an appropriate court, which shall have the power to review the decision of the Council de novo. Charter may continue to operate the cable system until all legal appeals procedures have been exhausted.
Notwithstanding the above provisions, Charter reserves all of its rights under federal law or regulation.
Upon revocation of the franchise, Charter may remove the cable system from the streets of the Borough, or abandon the cable system in place.
Minor violations. The parties hereby agree that it is not the Borough's intention to subject Charter to forfeitures or revocation of the franchise for violations of the franchise where the violation was a good faith error that resulted in no or minimal negative impact on the subscribers within the service area, or where strict performance would result in practical difficulties or hardship to Charter which outweighs the benefit to be derived by the Borough and/or subscribers.
Action of the parties. In any action by the Borough or Charter that is mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious and timely manner. Furthermore, in any instance where approval or consent is required under the terms hereof, such approval or consent shall not be unreasonably withheld.
Equal protection. If any other provider of cable services or video services (without regard to the technology used to deliver such services) is lawfully authorized by the Borough or by any other state or federal governmental entity to provide such services using facilities located wholly or partly in the public rights-of-way of the Borough, the Borough shall, within 30 days of a written request from Charter, modify this franchise to insure that the obligations applicable to Charter are no more burdensome than those imposed on the new competing provider. If the Borough fails to make modifications consistent with this requirement, Charter's franchise shall be deemed so modified 30 days after Charter's initial written notice. As an alternative to the franchise modification request, Charter shall have the right and may choose to have this franchise with the Borough be deemed expired 30 days after written notice to the Borough. Nothing in this franchise shall impair the right of Charter to terminate this franchise and, at Charter's option, negotiate a renewal or replacement franchise, license, consent, certificate or other authorization with any appropriate government entity. Nothing in this section shall be deemed a waiver of any remedies available to Charter under federal, state or municipal law, including but not limited to Section 625 of the Cable Act, 47 U.S.C. § 545.
Channels. Charter shall meet or exceed programming and channel capacity requirements required by federal law and regulations.
Signal scrambling. Charter shall at all times comply with FCC regulations regarding scrambling or other encryption of audio and video signals.
Continuity of service. It shall be the right of all subscribers to receive service from Charter provided their financial and other obligations to Charter are honored.
Parental control capability. Upon request, Charter shall provide subscribers with the capability to control the reception of any video and/or audio channel on the cable system pursuant to federal law.
Indemnification. Charter shall, by acceptance of the franchise granted herein, defend the Borough, its officers, boards, commissions, agents, and employees for all claims for injury to any person or property caused by the negligence of Charter in the construction or operation of the cable system and in the event of a determination of liability shall indemnify and hold the Borough, its officers, boards, commissions, agents, and employees harmless from any and all liabilities, claims, demands, or judgments growing out of any injury to any person or property as a result of the negligence of Charter arising out of the construction, repair, extension, maintenance, operation or removal of its wires, poles or other equipment of any kind or character used in connection with the operation of the cable system, provided that the Borough shall give Charter written notice of its obligation to indemnify the Borough within 10 days of receipt of a claim or action pursuant to this section. In the event any such claim arises, the Borough shall tender the defense thereof to Charter and Charter shall have the right to defend, settle or compromise any claims arising hereunder and the Borough shall cooperate fully herein. If the Borough determines in good faith that its interests cannot be represented by Charter, Charter shall be excused from any obligation to represent the Borough. Notwithstanding the foregoing, Charter shall not be obligated to indemnify the Borough for any damages, liability or claims resulting from the willful misconduct or negligence of the Borough or for the Borough's use of the cable system.
Charter shall maintain insurance throughout the term of this Agreement with the Borough as an additional insured, with an insurance company which is authorized to conduct business in Pennsylvania and which has an A.M. Best rating (or equivalent) no less than "A-" in the following amounts:
The amount of such insurance against liability for damage to property shall be no less than $1,000,000 as to any one occurrence.
The amount of such insurance against liability for injury or death shall be no less than $1,000,000 per occurrence.
The amount of such insurance for excess liability shall be $3,000,000 in umbrella form.
The amount of such insurance against all claims arising out of the operation of motor vehicles and general tort or contract liability shall be $1,000,000.
Transfer, assignment or change in control. The franchise granted hereunder shall not be assigned, other than by operation of law or to an entity controlling, controlled by, or under common control with Charter, without the prior consent of the Borough, such consent not to be unreasonably withheld or delayed. No such consent shall be required, however, for a transfer in trust, by mortgage, by other hypothecation, or by assignment of any rights, title, or interest of Charter in the franchise or cable system to secure indebtedness. Within 30 days of receiving a request for transfer, the Borough shall notify Charter in writing of any additional information it reasonably requires to determine the legal, financial and technical qualifications of the transferee. If the Borough has not taken action on Charter's request for transfer within 120 days after receiving such request, consent by the Borough shall be deemed given.
Renewal. The Borough and Charter agree that any proceedings or activities that relate to the renewal of Charter's franchise shall be governed by applicable federal and state law.
Force majeure. If for any reason of force majeure Charter is unable in whole or in part to carry out its obligations hereunder, Charter shall not be deemed in violation of this Agreement during the continuance of such inability. The term "force majeure" as used herein shall mean any cause beyond the control of Charter including, but not limited to: acts of God; acts of public enemies, including terrorist attacks; orders of any kind of the government of the United States of America or of the Commonwealth of Pennsylvania or any of their departments, agencies, political subdivisions, or officials, or any civil or military authority; insurrections; riots; labor strikes; epidemics; landslides; lightning; earthquakes; fires; hurricanes; volcanic activity; storms; floods; washouts; droughts; explosions; unavailability of materials or equipment, and partial or entire failure of utilities.
Removal of system.
Upon lawful denial of renewal or revocation of this Agreement, Charter may remove its supporting structures, poles, transmissions and distribution systems and other appurtenances from the streets, ways, lanes, alleys, parkways, bridges, highways, and other public and private places in, over, under, or along which they are installed and shall restore the areas to their original condition. If such removal is not completed within six months of such lawful denial of renewal or revocation, the Borough or property owner may deem any property not removed as having been abandoned and the Borough may remove it.
During the term of the Agreement, if Charter decides to abandon or no longer use all or part of its cable system, it shall give the Borough written notice of its intent at least 90 days prior to the announcement of such decision, which notice shall describe the property and its location. If Charter does not remove the property, the Borough shall have the right to transfer ownership of the property to the Borough's designee provided fair market value is paid to Charter.
The obligations to remove above do not apply to buried cable, the abandonment of which causes no material damage.
Every notice or payment to be served upon or made to the Borough shall be sent to:
Unless otherwise provided by federal or state law, all notices pursuant to this franchise shall be in writing and shall be deemed to be sufficiently given upon delivery to a person at the address set forth above, or by U.S. certified mail, return receipt requested, nationally or internationally recognized courier service such as Federal Express or electronic mail communication to the designated electronic mail address provided above. Charter shall provide 30 days' written notice of any changes in rates, programming services or Channel positions using any reasonable written means. Such addresses may be changed by either party upon notice to the other party given as provided in this section. In addition, either party may agree to receive certain notices, reports or demands by e-mail at an e-mail address which it provides to other party.
Minimum public notice of any public meeting relating to this franchise or any such grant of additional franchises, licenses, consents, certificates, authorizations, or exemptions by the Borough to any other person(s) to provide cable services, video services, or other television services utilizing any system or technology requiring use of the public rights-of-way shall be by publication at least once in a newspaper of general circulation in the area at least 10 days prior to the meeting and a posting at the administrative buildings of the Borough.
Borough shall provide written notice to Charter within 10 days of Borough's receipt from any other person(s) of an application or request for a franchise(s), license(s), consent(s), certificate(s), authorization(s), or exemption(s) to provide cable services, video services, or other television services utilizing any system or technology requiring use of the public rights of way. Any public hearings to consider such application or request shall have the same notice requirement as outlined in Subsection C above.
Headings. The headings for sections throughout this Agreement are intended solely to facilitate reading and reference to the sections and provisions of this Agreement. Such headings shall not affect the meaning or interpretation of this Agreement.
Governing law. This Agreement shall be governed and construed by and in accordance with the laws of the Commonwealth of Pennsylvania and the United States of America. If suit is brought by a party to this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of Pennsylvania, County of Erie, or in the United States District Court for the Western District of Pennsylvania.
Entire agreement. This written instrument contains the entire agreement between the parties, supersedes all prior agreements or proposals whether written or oral except as specifically incorporated herein, and cannot be changed without written amendment approved by both the Borough and Charter. This Franchise Agreement supersedes all prior agreements or ordinances.
Severability. If any section, provision or clause of this Agreement is held by a court of competent jurisdiction to be unlawful, invalid or unenforceable, or is pre-empted by federal or state laws or regulations, such section, provision or clause shall be deemed to be severable from the remaining portions of this Agreement and shall not affect the legality, validity or enforceability of the remaining portions of this Agreement.
Change of law. In the event there is a change in a federal or state statute or regulation applicable to the cable system or to this Agreement, the Borough or Charter may notify the other party of its desire to amend this Agreement in order to comply with the change in statute or regulation. The Borough and Charter may amend this Agreement to comply with such change in statute or regulation provided such amendment is approved by the Borough and Charter. However, notwithstanding any other provision in this franchise, in the event any change to state or federal law occurring during the term of this franchise eliminates the requirement for any person desiring to provide video service or cable service in the service area to obtain a franchise from the Borough, then Charter shall have the right to terminate this franchise and operate the system under the terms and conditions established in applicable law. If Charter chooses to terminate this franchise pursuant to this provision, this franchise shall be deemed to have expired by its terms on the effective date of any such change in law, whether or not such law allows existing franchise agreements to continue until the date of expiration provided in any existing franchise.
Applicability of agreement. All of the provisions in this Agreement shall bind Charter, the Borough and their respective successors and assigns. This Agreement is authorized by the Borough of Lake City, Ordinance No. 428-18, April 9, 2016.