Borough of Trafford, PA Cable Television Franchise

Compensation, as defined herein, and other consideration in any form, paid by anyone and received by the grantee arising from the sale or lease by the grantee of the system's services and received or derived from the operations within the borough, and shall be considered in computing any franchise fee pursuant to this ordinance. Said compensation shall include:

Revenues received for basic, standard, a la carte, premium (pay) and pay-per-view services;

Revenues received from the rental of converters, remote control devices and/or any other devices made available to subscribers for a fee of any kind; and

Revenues received from leased access, if any.

"Total local gross revenues" shall not, however, include:

All revenues which remain uncollected at the close of the annual term (bad debt);

State or local sales taxes or other such taxes or fees which are imposed by a governmental agency and collected by the grantee for such agency;

Any franchise fees or similar assessments; and

(d)

Revenues received for ancillary services.

USER

A person or organization utilizing a system channel for purposes of production and/or transmission of material, as contrasted with receipt thereof by a subscriber.

§ A203-3 Grant of franchise; nonexclusivity; territory.

Grant of authority. In consideration of the faithful performance and observance of the conditions and reservations herein specified and conditioned upon the faithful performance and observance of the provisions of any applicable federal law or regulation, the Borough of Trafford (hereinafter "borough") grants a nonexclusive cable telecommunications franchise to Shows, Inc., dba American Cablevision (hereinafter "grantee"), the right to erect, construct, operate and maintain in, upon, along, across, above, over and under streets, alleys, public ways and public places now laid out or dedicated and all such extensions thereof and additions thereto within the Borough of Trafford, County of Westmoreland, Commonwealth of Pennsylvania, and public utility rights-of-way and easements, to the extent the borough is empowered to grant such rights with respect thereto, all poles, wires, cables, fibers, underground conduits, manholes and other conductors, electrical equipment, hardware, fixtures and facilities necessary for the maintenance and operation of a cable telecommunications system (hereinafter "system") for the interception, origination, transmission, distribution and sale of cable television services and auxiliary services, including but not limited to audiovisual, text, data-encoded, digital, analog and/or electrical signals and the right to transmit the same to inhabitants of the borough, according to the terms and conditions hereinafter set forth.

Franchise nonexclusive. The borough expressly reserves the right to grant similar use of said streets, alleys, public ways and public places for the purpose of erecting, constructing, operating and maintaining a system in the borough to any person or persons at any time during the term of this franchise, or any extensions or renewals thereof, in accordance with state and federal law, provided that if any such grant or grants contain terms and conditions which are less burdensome or less restrictive or provide greater benefits for the grantee(s) of such subsequent grant or grants than the terms and conditions of this franchise, including, without limitation, the obligations to pay franchise fees, provide channel capacity, provide local PEG access programming and other material requirements, than the grantee shall be entitled to comply with any such less burdensome or less restrictive terms and conditions and/or gain such greater benefits in such subsequent grant or grants upon prior written notice to the borough.

Franchise territory. The franchise granted herein is for the present territorial limits of the borough (called the "franchise area") and for any area henceforth added thereto during the term of this franchise.

§ A203-4 Term of franchise; renewal.

Term. The franchise and rights granted herein shall take effect and be in force upon the expiration of 30 days from and after the enactment of this ordinance by the Borough Council and/or upon receipt by the borough of written acceptance from the grantee, in a form acceptable to the borough, and shall continue in force and effect for a term of 11 years.

Renewal procedures. If this franchise is renewed, such renewal shall be effected according to the procedures set forth in Section 626 of the Cable Act, as amended.

§ A203-5 Transfers and assignment.

Any transfer or assignment shall be made only by an instrument in writing, a duly executed copy of which shall be filed in the office of the Borough Secretary within 30 days after any such transfer or assignment.

§ A203-6 Conditions of occupancy of public ways; use of streets, pole attachments.

Approval of proposed construction. The grantee shall first obtain the approval of the appropriate agency of the borough prior to commencing any construction within the streets, alleys, public grounds or places of the borough except in cases of specific emergency and then notification and approval shall be obtained immediately afterwards as time permits. Applications for approval of construction shall be in a form provided by the appropriate agency. The grantee shall give the appropriate agency written notice of proposed construction at least 10 days prior to such construction. Any construction in borough rights-of-way shall be done only pursuant to specific right-of-way given to the grantee by the borough defining the area and the specific purpose of right-of-way.

Excavation permits. The grantee shall not open or disturb the surface of any street, sidewalk, driveway or public place for any purpose, except in cases of specific emergency, without first having obtained a permit.

Public improvements. The grantee shall, upon reasonable notice, at its expense, protect, support, temporarily disconnect or relocate in the same street or other public place any property of the grantee when required by the borough by reason of traffic conditions, public safety, street excavation, street construction, change of street grade, installation of sewers, drains, water pipes, any borough-owned power or signal lines and tracts of any other type of structure or improvement by public agencies.

Use of existing poles or conduits. Nothing in this franchise shall authorize the grantee to erect and maintain for the borough new poles where existing poles are servicing an area and are available for use by the grantee upon reasonable terms and conditions. The grantee shall not erect any new poles nor install any underground conduit where none exists before obtaining permission from the appropriate borough agency.

Facilities shall not interfere or be hazardous. The grantee shall keep and maintain all wires, cables, fibers, conduits and other property and facilities in good condition, order and repair. The grantee shall keep accurate maps and records of all its facilities and furnish copies of such maps and records to the borough upon request in accordance with the provisions of this franchise. The grantee shall not place poles or other equipment where they will interfere with the rights or reasonable convenience of adjoining property owners or with any utility fixtures, nor shall any poles be placed in the right-of-way between the roadway and the property, except as approved by the appropriate borough agency.

Method of installation. All wires, cables, fibers, amplifiers and other property of the grantee shall be constructed and installed so as to conform to FCC technical standards, the National Electrical Code and generally accepted industry standards governing the construction, installation and operation of a system. All cables, wires and fibers shall be installed parallel with existing utility wires where possible. Multiple configurations shall be arranged parallel and bundled in accordance with engineering and safety considerations as mandated by the FCC.

Underground facilities. All installations shall be underground in those areas of the borough where public utility facilities are underground at the time of installation. In areas where utility facilities are above ground, the grantee may install its system facilities above ground with the understanding that at such time as those utility facilities are required to be placed underground by the borough, the grantee shall likewise place its system facilities underground.

Protection of facilities. Nothing contained in this section shall relieve any person, company or corporation from liability arising from damage to the grantee's facilities while performing any work, including but not limited to grading, regrading or changing the line of any street or public place or with the construction or reconstruction of any sewer or water system.

Notice of borough improvement. The appropriate borough agency shall give the grantee reasonable notice of not fewer than 20 working days of plans for street improvements where paving or resurfacing of a permanent nature is involved. The notice shall contain the nature and character of the improvements and the streets upon which the improvements and work are scheduled. The notice shall give the grantee sufficient time to make additions, alterations or repairs to its facilities as it deems necessary in advance of the actual commencement of work, so as to permit the grantee to maintain continuity of service.

Request for removal or change. The grantee shall, on the request of any person holding a building moving permit, temporarily raise or lower its wires, cables or fibers to permit the moving of said buildings. The expense of such temporary removal, raising or lowering of wires, cables or fibers shall be paid by the person requesting the same, and the grantee shall have the authority to request such payment in advance. The grantee shall be given no less than 30 days' advance written notice of any contemplated move to arrange temporary relocation of its system facilities.

Authority to trim trees. The grantee shall have the authority to trim trees upon any overhanging streets, alleys, sidewalks and other public areas of the borough so as to prevent the branches of such trees from coming in contact with the wires, cables and fibers of the grantee. All trimming shall be done at the grantee's own expense under the supervision and direction of the appropriate borough agency and only after prior written notice to the borough by the grantee, listing the specific areas where trimming is needed. The grantee may contract for such services; however, any firm or individual so retained shall be cleared by the borough prior to commencing such work.

Vacation of rights-of-way. The borough specifically reserves the right to vacate any right-of-way it has given, notwithstanding the existence of system facilities or service lines within any such right-of-way. In the event that any such right-of-way is so vacated, the grantee, at its own expense, shall obtain and provide alternative means of providing service to affected subscribers.

System maps and records. The grantee shall keep accurate, complete and current maps and records of its system and facilities and shall furnish one complete copy of such maps and records upon request of the borough.

§ A203-7 Compliance with all applicable laws and ordinances required.

The grantee shall at all times during the term of this franchise, and any extensions or renewals thereof, be subject to all lawful exercise of the police power of the borough and to such reasonable regulations as the borough may hereinafter provide for the protection of the health, safety and welfare of the inhabitants within the borough, and with such generally applicable regulations of the borough which do not conflict with the terms and conditions of this Franchise Ordinance, and shall comply with all applicable state and federal laws and regulations.

§ A203-8 Revocation; foreclosure and receivership; cancellation; expiration.

Revocation provisions. The borough may revoke this franchise for cause in the event of the failure, refusal or neglect of the grantee to substantially comply with the material provisions of this franchise agreement or to fail or refuse to cure violations of the material provisions of this franchise, except when such failure, refusal or neglect is caused by circumstances beyond the reasonable control of the grantee (force majeure). The borough may revoke this franchise, after first giving the grantee full due process and the opportunity to cure any proven violations, according to the following procedures:

The borough shall notify the grantee, in writing, of the alleged default, advising the grantee that the municipality believes that the default is a violation of a material term or condition of this franchise. The grantee shall have 90 days subsequent to receipt of written notice from the Council to cure the violation and to notify the Council, in writing, of the cure.

In the event that the grantee disputes that a violation has, in fact, occurred, the grantee shall notify the borough, in writing, within 30 days of receipt of the notice of default, including, in particularity, the reasons why the grantee disputes the finding. Such notice of dispute shall stay the running of the ninety-day cure period.

If the grantee does not respond by the end of the ninety-day cure period or if upon receipt of the grantee's notice of cure the borough determines that the cure is not substantially correct, then the Council shall schedule a public hearing, upon 10 days' prior written notice to grantee, subject to 10 days' public notice in a newspaper of general circulation.

At that public hearing, the Council shall determine whether to revoke the grantee's franchise, based upon the grantee's response regarding a cure to the alleged violation or upon the grantee's failure to respond. The grantee shall be afforded the opportunity to explain the reasons for the alleged violation(s) and any actions taken to cure the violation or why no actions were taken to cure. At the conclusion thereof, the Council may revoke the franchise or direct the grantee to comply within such time and manner and upon such terms and conditions as the Council may direct.

If, however, the grantee has disputed that a violation has, in fact, occurred, the Council shall schedule a public hearing upon 10 days' prior written notice to the grantee, subject to 10 days' public notice in a newspaper of general circulation. At that public hearing, after affording the grantee an opportunity to explain its reasons for disputing the borough's claim, the Council shall decide whether to reaffirm that a default or violation has occurred.

If the grantee's dispute is upheld, the matter is closed. However, in the event that the Council finds that a violation has, in fact, occurred, the grantee shall have 90 days subsequent to the date of the Council's decision to cure the violation and to notify the Council, in writing, that the default has been cured or to appeal the decision of the Council to a court of competent jurisdiction. An appeal by the grantee shall stay the running of the ninety-day cure period.

(7)

Revocation or forfeiture of the franchise shall in no way affect the right of the borough under the franchise or any provision of law.

Foreclosure and receivership provisions.

Any foreclosure or judicial sale of all or any part of the system shall be considered a default of the franchise. Initiation of any such proceedings shall be treated as a notification of a change of control of the grantee and the provisions of § A203-5, Transfers and assignment, of the franchise agreement shall apply.

The Council shall have the right to revoke this franchise 120 days after the election or appointment of a receiver or trustee to take over and conduct the business of the grantee, whether in receivership, bankruptcy, forced reorganization or other action or proceedings, unless such receivership or trusteeship shall have vacated prior to the expiration of the 120 days or unless:

Within 120 days after the election or appointment, such receiver or trustee shall have fully complied with all provisions of this franchise and remedied all defaults thereunder; and

Within said 120 days such receiver or trustee shall have executed an agreement, duly approved by the Court having jurisdiction in the premises, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this franchise.

Cancellation provisions. If the Borough Council revokes this franchise for cause by reason of the grantee's default or failure to substantially comply with a material provision, the Council may elect to allow the grantee to continue operating the system as a business until such time as a third-party can be secured to purchase and operate that part of the system in the streets, provided that the new owner is able to negotiate an acceptable franchise with the borough.

Expiration. If this franchise is terminated by expiration of its term, the Council may elect to allow the grantee to continue operating the system as a going concern until such time as a new franchise can be negotiated and enacted or until a third party can be secured to purchase and operate that part of the system in the streets, provided that the new owner is able to negotiate an acceptable franchise agreement with the borough.

§ A203-9 Indemnification; insurance.

Indemnification.

It shall be expressly understood and agreed that the grantee shall save the borough and its agents and employees harmless from and against all claims, damages, losses and expenses, including reasonable attorney's fees, sustained by the borough on account of any suit, judgment, execution, claim or demand whatsoever arising out of, but not limited to, copyright infringements and all other damages arising out of the installation, operation and maintenance of the system authorized herein, whether or not any act or omission complained of is allowed, authorized or prohibited by this franchise.

The borough shall assert its rights to be indemnified and held harmless by:

Promptly notifying the grantee of any claim or legal proceeding which gives rise to such right;

Affording the grantee the opportunity to participate in and fully control any compromise, settlement, resolution or disposition of such claim or proceeding; and

Fully cooperating in the defense of such claim and making available to the grantee all such information under its control relating thereto.

The grantee shall pay and, by acceptance of this franchise granted hereunder, agrees to pay all expenses incurred by the borough for the successful defense of itself with regard to all damages and penalties mentioned herein. These expenses shall include all reasonable out-of-pocket expenses, such as attorney's fees, and shall also include the reasonable value of any services rendered by the Borough Solicitor or his staff or any other employee of the borough, as determined by the borough.

Public liability insurance.

The grantee shall maintain and, by acceptance of this franchise granted hereunder, agrees to maintain throughout the term of this franchise, and any extensions or renewals thereof, general comprehensive liability insurance, naming the borough as additional insured, protecting the borough and all persons against liability for loss or damage, occasioned by the operations of the grantee under the franchise granted hereunder, in the following amounts:

Five hundred thousand dollars for bodily injury or death of any one person, within the limit, however, of $1,000,000 for bodily injury or death resulting from any one accident; and

Five hundred thousand dollars for property damage resulting from any one accident.

Evidence of the liability insurance coverage mentioned herein shall be certified by the grantee through a certificate(s) of insurance which shall be filed and renewed on each certificate's anniversary date with the borough during the term of the franchise, and any extensions or renewals thereof.

The grantee shall carry automobile insurance with limits not less than five hundred thousand/one million dollars ($500,000./$1,000,000.) of public liability coverage and automobile property damage insurance with a limit of not less than $250,000 covering all automobile equipment.

§ A203-10 System upgrade construction schedule.

Timing of system upgrade. Within 12 months of the effective date of this franchise, the grantee shall have begun a technical upgrade of the system, in accordance with the Summary of System Upgrade Plan contained in Appendix A[1] herein, to achieve the system design requirements contained in § A203-11 below.

Editor's Note: Appendix A is on file in the office of the Borough Secretary and may be examined there during regular office hours.

Upgraded system passes all dwellings. At the completion of the system upgrade, the grantee agrees that the system shall pass all existing single-family dwelling units and all multifamily dwelling units, where a mutually satisfactory right-of-entry agreement or other such service or property access agreement exists between the grantee and the owner of any said multifamily dwelling unit, which are passed by the system as of the effective date of this franchise.

Customer notification. Prior to the beginning of the system upgrade and periodically during each phase of the system upgrade work, the grantee shall inform its subscribers and the borough, using the media, the mail and its own resources, concerning the progress of the upgrade, any expected interruptions of existing service which may occur and the anticipated time when conversion to the new system services will begin.

Delays in the upgrade.

The grantee shall not be excused from the timely performance of its obligation to begin a system upgrade within the time specified herein, and to complete the upgrade, except for the following occurrences:

Any force majeure, as defined in § A203-2.

Failure or delay by the borough to issue any permits or permissions pursuant to a timely request submitted by the grantee, or its representative, with a tender of all required fees.

Unanticipated delays beyond the control of the grantee in the shipment and arrival of necessary equipment, cables and electronics or delays in the construction of facilities to house such equipment or electronics.

(d)

Unanticipated delays caused by protracted underground excavation, easement availability or any other valid delay as fully explained and reasonably justified, in writing, to the borough by grantee.

Absent a showing of the occurrences in Subsection D(1)(a), (b), (c) and (d) above, should the grantee be unable to demonstrate commencement of the system upgrade by the time specified in Subsection A above or be unable to demonstrate reasonable and justifiable delays or be granted modifications of the timing of the system upgrade by the borough, then the grantee shall be in violation of a material provision of this franchise and shall, upon written notice by the borough, have 30 additional days from receipt of such notice to complete the system upgrade before the borough begins the due process proceedings contained in § A203-8 herein, relating to a potential revocation of this franchise.

§ A203-11 System design.

Current system. The grantee is authorized to operate its current system in the borough as of the effective date of this franchise, until such time as the system is upgraded, as provided for in § A203-10 herein.

Upgraded system capabilities. The system to be operated by the grantee, after the system has been upgraded as provided for in § A203-10 herein, shall have a minimum potential channel capacity of 75 standard analog video channels and shall have the minimum potential design capacity equal to the state-of-the-art technical characteristics described in the Summary of System Upgrade Plan contained in Appendix A[1] herein throughout the remaining term of this franchise agreement, and any renewals thereof. The grantee shall initially program the upgraded system with sufficient bandwidth that, when used in conjunction with an appropriate terminal device at the subscriber's receiver, shall enable the reception of a minimum of 40 downstream video channels. The upgraded system shall also be designed to include the following facilities and/or features:

Two-way capability. The upgraded system shall be designed to provide two-way capability in conformity with FCC regulations.

Emergency override. The upgraded system shall include an audio emergency override capability which will permit authorized personnel under the Home Rule Charter to override the audio portion of all authorized channels simultaneously in accordance with FCC regulations in the case of public emergency. In addition, the grantee shall designate one channel on the upgraded system which may be used for emergency video cablecasts.

Standby power. The grantee shall maintain equipment capable of providing auxiliary standby electrical power for the grantee's head end facility.

Leased access. The grantee shall provide channel space for leased access providers in accordance with the Cable Act, as amended, and applicable FCC regulations. Operations of a commercial leased access channel shall not in any way cause objectionable interference to any other channel on the system. It shall be the responsibility of the commercial channel lessee to avoid such interference. In the event that such interference cannot be avoided, the commercial channel lessee shall cease further operations until such time as the interference is eliminated. Failure to comply with this provision by a commercial channel lessee shall result in the immediate forfeiture of all cablecasting privileges, regardless of the existence of any lease, claim or contract or other claim or right.

Subscriber and community service.

Access channels. The grantee shall make available access to the PEG access channels on the upgraded system in accordance with the provisions of § A203-12 below.

System service to educational facilities. Upon request, the grantee shall provide basic service, free of all monthly service fees, to all public and private nonprofit elementary and secondary schools within the borough, provided that the closest point from the school structure to the system feeder lines which pass said school is within a distance of 300 feet. The grantee shall be entitled to charge an amount equal to its cost of materials and labor for installation expenses in excess of 300 feet or for the installation of multiple service outlets in excess of one activated outlet in each school structure. Said portion of the installation charge shall only apply to that cost attributable to the expense of material and labor used in excess of 300 feet or that cost attributable to the expense of installing more than one service outlet.

System interconnection. The grantee may interconnect the system in the borough with any other system in the adjacent area operated by grantee or an affiliate of the grantee in any manner technically appropriate. In addition, the grantee may consider interconnecting the system in the borough with any other system in the adjacent area, not operated by the grantee or an affiliate of the grantee, upon mutual agreement by the interested cable system operator(s) and the grantee, provided that such interconnection is technically and economically feasible.

Editor's Note: Appendix A is on file in the office of the Borough Secretary and may be examined there during regular office hours.

§ A203-12 Community access programming and facilities; public service provisions.

Access channels. The grantee shall provide three access channels dedicated for locally produced public, educational and governmental (PEG) programming. The grantee may utilize any existing area access channels provided in accordance with other franchisors and may utilize these access channels in any manner it deems appropriate at times when the channels are not needed or used for local PEG programming. The channels shall be provided in the following manner:

Public access channel and facility.

The grantee shall continue to make available its community access facility already in existence, located at the grantee's business office, and shall provide one channel on the system dedicated for use by all local residents, organizations and institutions within the borough, as well as those residents, organizations and institutions in surrounding communities which are also served by the grantee's contiguous system, to cablecast programs produced locally within the communities which are of local interest.

The grantee shall have the responsibility of accepting and displaying messages and announcements on PEG access channels.

Messages and announcements shall be accepted during normal business hours.

[2]

Messages and announcements of an emergency nature (not those cablecast via the emergency override system) will be accepted from the Borough Secretary and displayed on the government access channel.

[3]

PEG programming schedules will be displayed on each respective PEG channel.

Educational access channel. The grantee shall make available one channel on the system dedicated for use by the educational institutions in the borough, as well as those educational institutions in surrounding communities which are also served by the grantee's contiguous system.

Government access channel. The grantee shall make available one channel on the system dedicated for use by governmental agencies which shall be programmed by the borough with nonprofit government programming and which may also be used by other governmental entities within the borough and by the municipal governing agencies of surrounding communities which are also served by the grantee's contiguous system, on a first-come-first-served basis.

Use and capabilities of the grantee's community access facility.

Use of the facility. Use of the grantee's community access facility shall be offered for use on a first-come nondiscriminatory basis to all residents of the borough in the same manner as residents in other communities who are served by the grantee's contiguous system. The grantee shall establish such rules and procedures as are reasonably necessary to equitably provide the widest access to the community access facility and production equipment, in accordance with the following provisions:

There shall be no charge by the grantee, except in cases of operator negligence or damage to the grantee's equipment, for the cablecasting of locally produced, prerecorded videotapes.

The community access facility shall be open to residents of the borough in the same manner as other communities served by the grantee for use during those hours established by the grantee.

The grantee shall provide adequate personnel to operate the technical portion of the community access facility to ensure that a quality signal is being cablecast on the system. The operating cost of such support may be separately noted in the grantee's financial accounting records, in revenue statements to the borough, if applicable, for franchise fee purposes and on subscribers' bills, as provided for herein, and in accordance with the Cable Act, as amended.

(d)

The grantee shall make available equipment for use in video recording at remote locations.

(e)

No studio charges shall be made for live community access programs not exceeding an on-air time of 30 minutes. The grantee may charge for use of equipment, personnel and production facilities for access programming exceeding 30 minutes in length or for the production of tape-delayed programming. All charges, if applicable, shall be reasonable and consistent with the goal of affording users a low-cost means of television access.

(f)

If space is available within the grantee's community access facility for rehearsals and training of personnel, there shall be no charge by the grantee for such use. The grantee shall provide such space on a first-come nondiscriminatory basis.

(g)

Persons under the age of 18 may not use the grantee's community access facility or equipment unless application is made for such use by an adult responsible for the minor person and an adult supervises such use.

(h)

The grantee shall maintain a complete record of the names and addresses of all persons or groups using and requesting use of the community access facility.

Use of the access channels.

Subject to the provisions of the Cable Act, as amended, applicable FCC rules and applicable state and federal laws, the following material(s), subjects or information are specifically prohibited from being cablecast by any user or producer on the PEG access channels:

Any advertising material designed to promote the sale of commercial products or services;

[2]

Any advertising on behalf of candidates running for elective public office, except that community-interest programming presenting election forums or candidate debates are not restricted;

[3]

Any lottery information, gift enterprise or similar scheme, offering prizes dependent in whole or in part upon lot or chances, or any list of prizes drawn or awarded by means of any lottery, gift enterprise or similar scheme, whether such list contains any part or all of such prizes; or any lottery, gift enterprise or similar scheme if, in connection with such programs, a prize consisting of money or a thing of value is awarded to any person whose selection is dependent in whole or in part upon lot or chance if, as a condition of winning or competing for such prize, such winner or winners are required to furnish any money or thing of value or are required to have in their possession any product sold, manufactured, furnished or distributed by a sponsor of any program transmitted via the system; and

[4]

Any material that is obscene or indecent as defined and adopted by any regulation of the FCC pursuant to the Cable Act.

The grantee shall furnish all applicants seeking to use the community access facility and/or access channels with a description of the responsibilities inherent in the use of such facility and/or channels. Each applicant shall sign a statement declaring they have read and understood such responsibilities.

All users of the grantee's community access facility and/or any of the access channels shall be responsible for making all appropriate arrangements and securing all necessary copyright permissions and/or other clearances from broadcast stations, networks, sponsors, music licensing organizations and performers and, without limitation for the foregoing, any and all other persons, natural and otherwise, as may be necessary to transmit their program material over the system.

Indemnification from access programming producers/users. In recognition of the fact that the grantee shall exercise limited editorial control over the content of program material presented over the PEG access channels via the system, except as provided herein and as governed by the Cable Act, as amended, and any applicable FCC rules, all users of any and all PEG access channels shall agree, in writing, to hold the grantee and the borough harmless from all liability or other injury (including reasonable cost of defending claims or litigation) arising from or in connection with claims for failure to comply with applicable laws, rules, regulations or other requirements of local, state or federal authorities; for claims of libel, slander, invasion of privacy or the infringement of common law or statutory copyright; for unauthorized use of any trademark, trade name or service mark; for breach of contractual or other obligations owing to third parties by the grantee or the borough; and for any other injury or damage in law or equity, which claims result from the user's use of the community access facilities and/or channels.

§ A203-13 Extension and installation of service; customer service; complaints; rates and programming.

Extension of service.

In existing service areas. Where economically feasible, cable service shall, upon request, be installed and made available by the grantee to substantially all individual dwellings, residences, institutions and organizations within the limits of the borough according to the provisions of this franchise agreement, the FCC rules and regulations regulating such prices and all laws governing the rights of privacy and passage and according to the provision below:

Installations at locations which are within 200 feet of the grantee's feeder cables shall be considered standard installations for the purposes of this section for which the permitted maximum flat-rate installation fee may be charged, according to the FCC rules and regulations regulating such prices, provided that such installations do not require custom work involving multiple outlets and numerous or extensive interior wiring.

All installations involving locations in excess of 200 feet from the grantee's feeder cables or retail or commercial establishments or installations requiring multiple outlets and/or numerous and extensive interior wiring shall be considered custom installations for which the grantee may charge an installation fee equal to the amount of time required to complete the installation multiplied by the hourly service charge computed according to the FCC rules and regulations regulating such prices.

In new or unserved areas. The grantee may extend the system into any new or unserved areas within the limits of the borough, at any time upon its own discretion, and shall extend the system into such areas whenever the housing density in the area equals or exceeds 25 occupied single-family residential dwellings per mile of system cable or any fractional ratio thereof.

Common trench privileges. In all cases where new developments and subdivisions are to be constructed and served in whole or in part by underground utility facilities, the owner/developer of such development or subdivision shall provide the grantee with access to the same common trench and provide backfill according to the same rights afforded any utility service provider.

Installation of service.

Installation upon request. Upon the reasonable request for service by any qualified person within the borough, the grantee shall furnish the requested service in a manner which conforms to the customer service standards contained in Section 76.309 of the FCC rules and regulations, adopted as of July 1993, provided that the location of the requested service is within an area serviced by the grantee's feeder lines.

Failure to install. Should the grantee continually fail to install available service as set forth herein in a manner which does not comply with the minimum customer service standards referenced in Subsection B(1) above, such instances shall be considered a material breach of this franchise agreement for which the borough shall notify the grantee, in writing, and expect a cure. Continuing failure to install such services as set forth in the FCC customer service standards during any subsequent periods shall constitute a separate breach of this franchise agreement.

Residential installations. Residential installations shall occur when an activated feeder line of the system passes the home or dwelling, upon request of the resident.

Multiple dwelling installations. Installation or subscriber use of the grantee's service which involves the distribution of system service to multiple reception points within a building via the grantee's facilities or which involves the retransmission of the system service signals to multiple reception points via a privately owned closed circuit television distribution system may be negotiated separately by the grantee and the owner/operator of the multidwelling building or closed circuit system. All disputes, whether contractual or otherwise, arising from said negotiations or legal relationships shall be separate and private and shall be resolved as the parties determine, according to applicable law.

Removal of cable equipment. Subject to FCC regulations, all cable equipment installed upon a subscriber's property shall be removed from the property when so requested by the subscriber except in cases where such removal would interfere with the provision of service to another subscriber in the same structure.

Installations conform to local ordinances. All service installations, whether aerial or underground, shall conform to all reasonable provisions of the various ordinances in effect within the borough pertaining to facilities construction in general or cable television installation specifically, provided that such ordinances do not conflict with the terms and conditions herein. The borough shall have the right to inspect all construction or installation work performed by the grantee.

Customer service provisions.

FCC customer service standards. The grantee shall comply in all respects with the customer service standards prescribed in Section 76.309 of the FCC rules and regulations and the Cable Act, as amended.

Service interruptions. The system shall be designed for operation 24 hours per day and shall endure service interruptions only for good cause. Interruptions of service shall be for the shortest times possible.

Business office. The grantee shall maintain an office in the area which shall be open to the general public during normal business hours.

Telephone. The grantee shall provide a publicly listed telephone number for the purpose of receiving general inquiries, complaints and requests for service. In addition, the grantee shall maintain a twenty-four-hour telephone number each day of the year to receive subscriber calls for service repair.

Subscriber practices.

The grantee shall have the authority to promulgate such rules, regulations and policies, prices for unregulated services and general subscriber practices, subject to Section 76.309 of the FCC rules and regulations, as are reasonable and necessary for the conduct of the grantee's business, including but not limited to installation and disconnection procedures and late penalty charges, as allowed by applicable state and federal laws. The grantee shall provide from time to time, upon request of the borough, a copy of all such written practices.

If a subscriber terminates service prior to the end of a prepaid period, a prorated portion of any prepaid subscriber service fee, using the number of days as a basis, shall be refunded to the subscriber by the grantee.

Service repair. The grantee shall maintain a repair and troubleshooting force capable of responding to subscriber complaints and/or requests for cable repairs according to applicable law or regulation.

(7)

Maintenance of records. The grantee shall maintain a record of all written subscriber service repair calls or requests for service and the disposition of all such complaints and/or requests for service for a period no longer than two years or as required by applicable law or regulation. Subject to applicable subscriber privacy restrictions, said records regarding borough subscribers shall be available for inspection by the borough upon reasonable notice.

(8)

Catastrophic service interruptions. In the event that the grantee's service to subscribers is interrupted for a consecutive period in excess of 48 hours, except through acts of God (force majeure), circumstances beyond the grantee's control or in circumstances where the grantee has advised the borough and the public of a planned interruption exceeding such a length of time, the grantee shall provide a prorated credit or rebate for the full duration of the interruption to all subscribers affected by the interruptions.

Customer complaint procedures.

Any subscriber or member of the general public who has a complaint regarding the quality of the grantee's service, equipment, malfunctions, billings or any other matter which remains unresolved for 30 days after such matter has been brought to the attention of the grantee, in writing, may file a written complaint with the borough, which shall have the primary responsibility for the continuing administration of complaint procedures hereunder.

Upon filing of such a complaint, the Borough Council shall notify the grantee and make an investigation to determine whether or not there is reason to credit the allegations. If it is determined after such investigation that there is reason to credit the allegations of the complainant, the borough shall so notify the grantee and the complainant and shall promptly endeavor to resolve the matter by conciliation and persuasion.

Rates and programming.

Rate regulation. The borough reserves the right to regulate the prices for the grantee's basic service to the fullest extent allowed under the Cable Act, as amended, or as governed by FCC rules and regulations or other applicable state and federal laws, in accordance with those laws, rules or regulations.

Rate adjustments notification. Subject to FCC rules, the grantee shall notify the borough and its subscribers, in writing, at least 30 days in advance each time its rates for service are increased, including adjustments to all monthly service charges, installation fees and equipment rental fees, if applicable, but excluding promotional activities and competitive practices.

Programming. The grantee shall have the right to change, modify, add or combine programming tiers or levels of programming or services, including programming services on those tiers or levels, subject to applicable state and federal law, without interference or unreasonable prejudice by the borough.

Programming change notification. The grantee shall notify the borough and its subscribers, in writing, at least 30 days in advance each time its service lineup is altered, including service realignments, additions and deletions, if applicable.

Filing of reports to the FCC. The grantee shall file in a timely manner all reports or other documents which are required to be filed according to the rules and regulations of the FCC.

§ A203-14 Subscriber protection.

Subscriber privacy. The grantee shall respect the statutory rights of privacy of every subscriber and/or user of the system and shall not violate such statutory rights through the use of any device or signal associated with the system, as provided herein. Furthermore, the grantee shall comply with all privacy provisions of applicable federal and state laws, including but not limited to the provisions of Section 631 of the Cable Act, as amended, regarding the distribution of personally identifiable information about subscribers to third parties, the release of polling information about subscribers' subscription or viewing habits to third parties or the monitoring of any subscriber outlet or receiver for any purpose, other than for technical testing and account administration.

Nondiscrimination. Subject to the provisions of the Cable Act, the grantee shall not deny or delay service or otherwise discriminate against any person in its rates, solicitation, access to service, PEG access channel activities or other such activities and policies, if applicable, on the basis of race, color, creed, religion, ancestry, national origin, geographical location within the borough, sex, disability, age, marital status or status with regard to public assistance. The grantee shall be subject to all other requirements of federal or state law concerning nondiscrimination.

Equal opportunity. The grantee shall strictly adhere to the Equal Employment Opportunity requirements of Section 634 of the Cable Act, as amended, and of the FCC as expressed in Sections 76.13(a)(8) and 76.311 of Chapter I, Title 47, of the Code of Federal Regulations and all federal, state and local laws, regulations and executive orders pertaining to equal employment opportunity and affirmative actions programs and nondiscrimination.