Borough of Parkside, PA Cable Television Franchise

For the use of the streets and other facilities of the Borough of Parkside for the operation of the cable television (CATV) system, and for the municipal supervision thereof, pay to the Borough annually during the additional fifteen-year term that amount of money which is equal to:

(a)

Five percent of the gross cable revenue received by the company from its operation under this franchise. "Gross cable revenue" includes all revenue received by the company with the exception of revenues derived from any taxes on services furnished by the company imposed directly on any subscriber by any state, city or other governmental unit and collected by the company for such governmental unit; and

(b)

The percentage of advertising dollars received (exclusive of taxes) by the company from advertisers, whether such advertisers are located within the Borough or elsewhere, which percentage shall have the number of subscribers from the Borough of Parkside as the numerator and the total number of subscribers of the cable system as the denominator.

File with the Borough of Parkside within 90 days after the expiration of any fiscal year of the company during the term of this franchise, a gross cable revenue report, as that term is defined hereinabove, certified by a company officer, showing in appropriate detail the gross cable revenue as defined herein, of the company, its successors or assigns, during the preceding fiscal year. It shall be the duty of the company to pay to the Borough of Parkside within 15 days after the time for filing such statements, the specified sum due for the fiscal year covered by such statement. The Tax Collector of the Borough of Parkside, or his or her authorized agent or other authorized representative of the Borough of Parkside shall have the authority to examine the books and records of the company to verify the accuracy of the payments made hereunder.

File monthly reports within 15 days of month's end which present earned revenue. On a monthly basis the company shall pay 90% of the fees to the Borough at the time it files each monthly earned revenue report in accordance with this article. Each successive month shall include the previous month's 10%. Any noncompliance with this section shall permit the Secretary of the Borough or the Borough's authorized representative to examine or have examined the books and records of the company to assure compliance with the terms and provisions of this article, such cost to be paid by the company. Noncompliance with this aforementioned will result in a penalty of 5% on money due for that month.

Keep on file with the Borough a current list of its stockholders, bondholders and the holdings thereof.

The company is in the process of renewing its franchises in the various municipalities in the County of Delaware. Should any other municipality in the County of Delaware during the franchise renewal process receive a better fee package in any franchising agreement than that set forth in Subsection A(1) above, the Borough of Parkside shall automatically be entitled to receive, and the company shall be obligated to pay, the higher fee upon adoption by the Borough of Parkside of an ordinance with the higher fee set forth therein.

§ A188-13 Transfer or disposal of rights.

This right is a privilege to be held in personal trust by the original grantee. It cannot be transferred, leased, assigned or disposed of, as a whole or in part, either by forced sale, merger, consolidation or otherwise, without prior consent of the Borough expressed by ordinance and then only under such conditions as may be therein prescribed.

§ A188-14 Termination of subscriber service.

Upon termination of service to any subscriber, the company shall promptly remove all its facilities and equipment from the premises of such subscriber at the subscriber's request with no charge to the subscriber.

§ A188-15 Removal of system from public ways.

At the expiration of the term for which this franchise is granted, or upon its termination and cancellation as provided for herein, the Borough shall have the right to require the company to remove at its own expense all portions of the system from all public ways within the Borough.

§ A188-16 Commencement of installation.

Installation of the system shall be commenced within 90 days after this article becomes effective. Mapping of the Borough is to be considered commencement of the installation. Significant construction shall be accomplished within one year after FCC authorization, and energized trunk cable shall be extended to at least 20% of the franchise area each subsequent year, with completion of construction to be accomplished within five years of issue of FCC certification.

§ A188-17 Filing of maps and plans.

The company will file with the Borough and publish locally true and accurate copies of maps and plans and schedules of all existing and proposed installations 90 days prior to commencement of construction.

§ A188-18 Termination of franchise by Borough.

In addition to all other rights and powers pertaining to the Borough by virtue of this article or otherwise, the Borough reserves the right to terminate and cancel the franchise hereby granted and all rights and privileges of the company hereunder in the event that the company:

Violates any provision of this article or any rule, order or determination of the Borough or Borough Council made pursuant to this article.

Becomes insolvent, unable or unwilling to pay its debts, or is adjudged as bankrupt.

Such termination and cancellation shall be by ordinance duly adopted after 30 days' notice to the company and shall in no way affect any of the Borough's rights under this franchise or any provision of law. In the event that such termination and cancellation depends upon a finding of fact, such finding of fact shall be made by the Advisory Council with written reports to the Borough Council.

The company agrees that it does release the Borough harmless from all claims arising by reason of termination or cancellation of this franchise under the terms of this section.

§ A188-19 When effective; contract.

This article and the rights granted to the company shall become effective upon execution of a contract between Parkside Borough and the franchisee, binding both parties to abide by all conditions of this article.

§ A188-20 Company to pay franchise expenses; insurance.

The company shall pay and, by its acceptance of this franchise, the company specifically agrees that it will pay all damages and penalties which the Borough may legally be required to pay as a result of granting this franchise. These damages or penalties shall include but shall not be limited to damages arising out of copyright infringements and all other damages arising out of the installation, operation or maintenance of the system authorized herein, whether or not any act or omission complained of is authorized, allowed or prohibited by this article.

The company shall pay and by its acceptance of this franchise specifically agrees that it will pay all expenses incurred by the Borough in defending itself with regard to all damages and penalties mentioned in Subsection A above. These expenses shall include all out-of-pocket expenses, such as attorney fees, and shall also include the reasonable value of any services rendered by the Borough Solicitor or his assistants or any employees of the Borough.

The company shall maintain and by its acceptance of this franchise specifically agrees that it will maintain throughout the terms of this franchise liability insurance insuring the Borough and the company with regard to all damages mentioned in Subsection A above in the minimum amounts of:

Three hundred thousand dollars for bodily injury or death to any one person, within the limit, however, of $500,000 for bodily injury or death resulting from any one accident.

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

One hundred thousand dollars for infringement of copyrights.

One hundred thousand dollars for all other types of liability.

The company shall maintain and, by its acceptance of this franchise, specifically agrees that it will maintain throughout the term of this franchise a faithful performance bond running to the Borough in the penal sum of $50,000, conditioned that the company shall well and truly observe, fulfill and perform each term and condition of this article and that in case of any breach of condition of the bond, the amount thereof shall be recoverable from the principal and surety thereof by the Borough for all damages resulting from the failure of the company to well and faithfully observe and perform any provision of this article.

The insurance policy and bond obtained by the company in compliance with this section must be approved by the Borough Council, and such insurance policy and bond, along with written evidence of payment of required premiums, shall be filed and maintained with Borough Secretary during the term of this article.

All expenses of the above-noted insurance and bond shall be paid by the company.

§ A188-21 Service requirements.

The company agrees and shall provide each public, private and parochial school, fire stations, public libraries and Borough buildings and such public auditoriums and institutions as are requested by the Borough with a single drop and service without charge. Additional drops and service will be charged to the facility by the company at cost to the company of time and material only.

The company shall comply with the present and future rules and regulations of the Federal Communications Commission in connection with and relating to the operation of its system and shall make available a service offering at a rate approved by the Borough Council pursuant to Subsection A hereof as follows:

Public access channel. The company shall maintain at least one specially designated, noncommercial public access channel available on a first-come, nondiscriminatory basis.

Education access channel. The company shall maintain at least one specially designated channel for use by local educational authorities.

Local government access channel. The company shall maintain at least one specially designated channel for local government uses.

Leased access channel. The company shall maintain at least one specially designated channel for leased access uses. In addition, other portions of its nonbroadcast bandwidth, including unused portions of the specially designated channel, shall be available for leased uses. On at least one of the leased channels, priority shall be given the part-time users.

Channel capacity. The company shall construct a system with a minimum channel capacity of 30 television channels and with the technical capability of transceiver nonvoice communications. At such time as transceiver nonvoice communications becomes operable, no monitoring of any terminal connected to the system shall take place without specific written authorization by the user of the terminal in question on each occasion. In no event shall monitoring of any kind take place without a clearly visible light and clearly audible sound signal. The light shall be visible and the sound audible at a distance of at least 30 feet from the terminal at the time of monitoring.

The company shall carry on its system the signals of all stations significantly viewed in Delaware County, Pennsylvania, these to include all local network and education VHF stations and local UHF stations, and in addition, no less than two distant commercial stations.

Program origination. The company shall conduct program origination cable casting, in addition to any automated services.

The company shall provide both portable and stationary equipment to be used by access cable casters with the aid of a technical and production staff to be provided by the company. Included should be equipment that can store programs for later showing. In addition, a centrally located studio must be made available to all access users on a first-come, first-serve basis. A full schedule of rates for use of equipment, studio and technical and production staff must be provided, including rates for portable facilities if they differ. Rates may give preference to noncommercial users.

§ A188-22 Signal distribution facilities.

The company shall install signal distribution facilities to all residents of the Borough subject to all provisions of this article.

§ A188-23 Requests for specialized services.

The company must obtain a permit from the Borough to provide to segments to subscribers any specialized service that will not be available to all subscribers. All requests shall demonstrate that the service is not contrary to the public interest and will not affect the company's ability to deliver service to other users and subscribers.

§ A188-24 Programming.

The Borough shall not prohibit or limit any program or any class or type of program or otherwise control the communications or signals transmitted by the company or impose discriminatory or preferential fees in any manner that would tend to encourage or discourage programming of any particular nature, directly or indirectly, and shall not promulgate any regulation that would interfere with the right of free speech by means of cable television.

The company shall not prohibit or limit any programs or class or type of program presented over a leased channel or any channel made available for public access or educational purposes.

§ A188-25 Interim operation.

In the event of expiration, cancellation or transfer of the franchise, the company is required to continue to operate the system until an orderly change of operation is effectuated, but in the capacity of a trustee for its successor in interest and subject to an accounting for net earnings or losses during this interim period.

§ A188-26 Violations and penalties.

For violation of material provisions of this article, penalties may be chargeable as follows:

For failure to complete construction and installation of the system as provided in § A188-16, unless the delay is approved in advance by the Borough, the franchise term shall be reduced one year for each three months' delay.

For failure to commence operation in accordance with provision in this article, the Borough shall have the right, in lieu of termination of the franchise, to impose penalties.

§ A188-27 Advisory Council on Cable Television.

There is hereby established an Advisory Council on Cable Television to be appointed by the Borough. The Council shall be composed of seven members who shall reflect the diverse community interests of the Borough and who shall serve for terms of three years. Initial terms shall be one, two and three years, determined by lot as follows; two members shall serve for one year, two members shall serve for two years and three members shall serve for three years. Any vacancy shall be filled by the Borough by appointment for the remainder of the term. No employee or person with ownership interest in a cable television franchise granted pursuant to this article shall be eligible for membership on this Council. The Chairperson of the Council shall be elected by the members of the Council for a term of one year. Any action of the Council shall require concurrence of four members of the Council. An appropriation shall be made by the Borough for funding of this Council, said money to come from fees paid the Borough by the company as specified in this article.

The Council shall have the following functions:

Advise the Borough on applications for franchises and on franchise renewal.

Advise the Borough on matters which might be grounds for revocation of the franchise or imposition of penalty on the company in accordance with this article.

Resolve disagreements among franchises or between the company and subscribers or public or private users of the system. Decision of the Council in such cases are appealable to the Borough.

Advise the Borough with respect to rates, to policy relating to the services provided to subscribers and to the operation and use of public channels, and to the availability of channel time for lease for pay cable programs, business users or informational programming.

(5)

Cooperate with other systems and supervise interconnection of systems.

(6)

Audit all company records as required by this article, and at the Council's discretion, require preparation and filing of information additional to that required herein.

(7)

Make an annual report to the Borough, including an account of franchise fees received and distributed, the total number of hours of utilization of public channels, and hourly subtotals for various programming categories, and a review of any plans submitted during the year by the company for development of new services.

(8)

Conduct an evaluation of the system at least every three years, in consultation with the company and utilizing technical consultants, if necessary, which shall be paid for from fees received by the Borough from the company, and pursuant thereto make recommendation to the Borough for amendments to this article.

§ A188-28 Repealer.

All ordinances or parts of ordinances in conflict with the provisions of this article are hereby repealed.

§ A188-29 Future amendments.

To the extent that the Federal Communications Commission shall terminate controls in any area pertinent to this article, this article shall immediately be amended, if considered desirable to do so by Borough Council.

§ A188-30 Severability.

If any section, subsection, sentence, clause, phrase or portion of this article is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision, and such holdings shall not affect the validity of the remaining portions thereof.

Article II RCN Telecom Services of Philadelphia

[Adopted 5-17-2000 by Ord. No. 397]

§ A188-31 Franchise granted; renewal; term.

In consideration of the faithful performance and observance of the conditions and reservations hereinafter specified, the nonexclusive right (hereinafter referred to as "franchise") is hereby granted to RCN Telecom Services of Philadelphia, Inc. (hereinafter referred to as "RCN" or "the company") to construct, own, operate and maintain a cable television system and to erect, maintain and operate television transmission and distribution facilities and additions thereto in, under, over, along, across and upon the streets, lanes, avenues, sidewalks, alleys, bridges and other public places in the Borough of Parkside, Delaware County, Pennsylvania, and subsequent additions thereto, for the purpose of reception, transmission, collection, amplification, origination, distribution and/or redistribution of signals in accordance with the laws and regulations of the United States of America, the Commonwealth of Pennsylvania, the Federal Communications Commission (the "FCC") and the ordinances and regulations of the Borough of Parkside now in effect or hereafter enacted. The duration of the rights, privileges and authorities hereby granted shall be 10 years from the date of acceptance of this article by the company, provided that the company shall have the option of extending this franchise for an additional term of five years unless the Borough gives the company not less than one year's written notice of the intent not to so extend this franchise.

Public notice prior to renewal.

During the six-month period which begins with the 36th month before the franchise expiration, the Borough may, on its own initiative, and shall at the request of the company, commence proceedings which afford the public appropriate notice and anticipation for the purpose of:

(a)

Identifying the future cable-related community needs and interest.

(b)

Reviewing the company's performance under the franchise.

Upon completion of the above proceeding, the company may submit a proposal for renewal.

A four-month period shall be allowed for determining the company's eligibility for franchise renewal. The Borough shall consider the company's annual reports to the Borough, the Federal Communications Commission and the commonwealth, if such is required, and these shall be considered in light of cable television industry performance on a national basis in respect to technical developments and performance, programming, costs of service and the particular requirements set out in this article. After a public hearing, duly advertised, Parkside shall make recommendation, in writing, to the Borough for renewal of the franchise without change in contract, renewal with amendment(s) to the contract or termination of the franchise. In the latter instance, the specific reasons for nonrenewal of the franchise are to be stated.

§ A188-32 Use of utility facilities.

There is hereby granted the further right, privilege and authority to the company to lease, rent, subscribe to service or in any other manner obtain the use of towers, poles, lines, cable, facilities, services, licenses and franchises within the limits of the Borough of Parkside, Pennsylvania, including the Bell Telephone Company of Pennsylvania and the Philadelphia Electric Company, and to use such towers, poles, lines, cables and other equipment and facilities, subject to all existing and future ordinances and regulations of the Borough, so long as such future ordinances and regulations of the Borough do not materially adversely effect the rights granted herein. The poles used for the company's distribution system shall be those erected and maintained by the telephone or electric companies when and where practicable, provided that mutually satisfactory rental agreements can be entered into with said companies.

§ A188-33 Construction and maintenance of distribution system.

The company shall have the right and privilege to construct, erect, operate and maintain in, upon, along, above, across, over and under the streets such poles, wires, cable conductors, ducts, conduit, vaults, manholes, amplifiers, appliances, attachments, and other property as may be necessary and appurtenant, to its system, provided that all appropriate permits from the Borough are obtained in advance of any activity that requires a permit, including, but not limited to, the individual permits that are issued for the location of such poles subject to the approval of the affected homeowner and the Borough in conjunction with the Borough Council and, in addition, so to use, operate and provide similar properties rented or leased from other persons, firms or corporations for such purpose. In addition, the company shall be required to provide seven days' advance notification of construction activity to affected property owners.

The company's rights and privileges shall be subordinated to any prior lawful use of occupancy of the streets or other public property and shall not be so used as to interfere with existing improvements or with new improvements this Borough may deem proper to make or as to hinder or obstruct the free use of the streets, alleys, bridges or other public property. In the event that any equipment or facilities of the company shall interfere with any such improvement existing or intended to be made by the Borough, the company shall, upon reasonable notice from the Borough, forthwith relocate said equipment and facilities at the company's expense so as to eliminate said interference.

Construction and maintenance of the transmission distribution system shall be in accordance with the provisions of the National Electrical Safety Code, 2017 Edition, or any amendments or revisions thereof and in compliance with any applicable rules, regulations or orders now in effect or hereafter issued by any federal or state commission or any other public authority having jurisdiction.

[Amended 9-21-2022 by Ord. No. 570]

All installations of equipment shall be durable or of a permanent nature and installed in accordance with good engineering practice as outlined by the National Bureau of Standards, American Institute of Electrical Engineers and American Society of Mechanical Engineers. The company shall comply with all Borough regulations, ordinances and state and federal laws now existing or hereinafter enacted so as not to interfere with the right of the public or individual property owner and so as not to unduly interfere with the travel and use of public places by the public during the construction, repair or removal thereof.

In the construction, conduct, maintenance and operation of its business, the company shall comply with all requirements of Borough ordinances, resolutions, local laws, rules, regulations and specifications heretofore or hereafter enacted or established, including but not limited to those concerning street work, street excavation, use and removal and relocation of property within a street.

If the company, in the exercise of its franchise, shall disturb any lawn or landscaped area, pavement, sidewalk, street, driveway, public way or other surface, it shall, it its own expense and in a manner approved by the Borough, replace and restore such areas so disturbed in as like a condition as before the work was commenced.

Restoration on private property shall be conducted in a timely and professional manner. The restored area or surface shall be in a like condition as was present prior to the disturbance by the company. The company shall not be liable for any defacement of or damage to customer's premises resulting from the furnishing of services or equipment on such premises or the installation or removal thereof, unless such defacement or damage is caused by negligence or willful misconduct of the company's agents or employees.

§ A188-34 Scope of authorization.

The franchise granted herein grants the company the right to install and operate a cable system and does not take the place of any other franchise license or permit which may be required by law or ordinance or regulation.

§ A188-35 Underground installation.

In all areas of the Borough where cables, wires or other like facilities of public utilities are placed underground, the company shall place its cables, wires or other like facilities underground.

§ A188-36 Joint use of facilities.

§ A188-37 Use of facilities during emergency.

§ A188-38 Local office.

In lieu of maintaining an office and studio in the Borough, the company shall install a TV monitor and state-of-the-art character generator and VCR in the Municipal Building and shall maintain the necessary equipment to provide exclusive use of one channel for Borough residents only.

§ A188-39 Operation requirements.

The company shall construct and operate a cable system and render service to all subscribers consistent with all applicable rules and regulations of the FCC and any other applicable laws, rules or regulations of municipal, state or federal agencies having jurisdiction over such matters.

The company shall comply with all FCC requirements that pertain to signal leakage performance criteria, and provide a timely response and repair at no charge for all complaints from noncable customers who are experiencing impaired reception caused directly by the transmission of the company's cable system.

The company shall provide same-day service response, on any normal working day, for all complaints and requests for adjustments received before 12:00 noon. Calls received after 12:00 noon must be responded to within 24 hours. After 12:00 noon on Saturdays or Sundays and holidays, customers with problems must have a call back by 12:00 noon the next working day. Twenty-four-hour emergency service will always be available for the following: loss of channels for the entire cable system, downed lines blocking streets or sidewalks, cable causing a dangerous situation to pedestrians or traffic or when five or more calls come from the Borough due to loss of signal or impaired picture quality. Upon failure to remedy a loss of service attributable to the cable system within 24 hours after a complaint, if requested, the company shall credit 1/30 of the regular monthly charge to the subscriber for each 24 hours or fraction thereof, until service is restored.

The company shall have the work done between the hours of 7:00 a.m. and 12:00 noon whenever possible, any time there is a loss or interruption of service to more than 500 subscribers caused by the company. Whenever the company has a planned outage due to maintenance of the system, for a period of 24 hours or more, the company shall credit to the subscriber's account 1/30 of the monthly subscription fee. The requirements for maintenance of equipment contained in this provision shall not apply to a subscriber's television set.

The company shall keep a log and, at the request of the Borough, file a copy thereof at the end of each quarter with the Borough listing by category all complaints and trouble calls received, the number of second or subsequent calls on the same complaint, the remedial action taken and the period of time required to satisfy each reported complaint. The company shall maintain and make available, upon request, a list of credits with the Borough, when available.

The company shall be required to interconnect its cable system, to facilitate the carriage of public, educational and government-access channels, with any other franchised cable company operating in the Borough. Such interconnection shall be made within 60 days of a request by the Borough. The company may request, and the Borough may grant, reasonable extension of time for the company to comply with this requirement.

The company shall have a representative attend meetings of the Borough or any other meetings when requested.

§ A188-40 Fee to Borough; filing of statement and reports.

The company shall pay to the Borough 5% of the annual gross receipts. "Gross receipts" shall mean any and all compensation and other considerations in any form paid by and due or owing by subscribers to the company or any lessee of the company from the distribution of any cable service over the cable system to said subscriber or lessee of the company within the limits of the Borough. All installation charges, reconnection charges, service charges and charges for inspection, repair or modification of installations, all advertising revenue, all sales commissions from all present and future sales channels and any revenues generated from technologies that are determined by the FCC to be a cable service shall be included in said sum.

While the company is in the process of franchising in the various municipalities in the County of Delaware, should any other municipality in said county receive a better fee package in any franchising agreement than that set forth in § A188-40A above, the Borough shall automatically be entitled to receive, and the company shall be obligated to pay, the higher fee upon adoption by the Borough of an ordinance with the higher fee set forth therein.

The company shall provide and file with the Borough annual certified audited financial statements. The company shall also make available to the Borough, upon request, all documents necessary for the Borough to determine whether or not the company is fulfilling its obligations. Such documentation shall include but not be limited to maps, plans, a schedule of proposed installation, certificates of insurance and performance bonds. The company shall notify the Borough of any material alteration or change of insurance coverage within seven to 30 days in advance of said change.

Within the second year of this franchise term, the Borough shall be permitted to conduct an audit of the company's records to ascertain whether the company is in compliance with the financial terms and provisions of this article. The company shall be responsible for the payment of the Borough auditor's reasonable fees.

The company is required to file quarterly reports, including but not limited to the franchise fee payment worksheet (to be provided by the Borough), within 15 days of quarter's end which present earned revenue. On a quarterly basis, the company shall pay 100% of the fees to the Borough. The Borough Manager/Secretary or his/her representative shall have the right to examine or have examined the books and records of the company to assure compliance with the terms and provisions of this article, such cost to be paid by the company. Noncompliance with the aforementioned will result in a penalty of 10% on moneys due for that quarter.

The company shall keep on file with the Borough a current list of its stockholders, bondholders, owners and partners and the holdings thereof.

§ A188-41 Transfer or disposal of rights.

This franchise right is a privilege to be held in personal trust by the original grantee. It cannot be transferred, leased, assigned or disposed of as a whole or in part, either by forced sale, merger, consolidation or otherwise, without first offering to transfer, lease, assign or dispose of, in whole or in part, to the Borough by giving written notice to the Borough. The Borough shall have 120 days to accept said offer under the same terms and conditions as the offer received by the company. In the event that the Borough does not accept the offer, the franchise cannot be transferred, leased, assigned or disposed of, as a whole or in part, either by forced sale, merger, consolidation or otherwise, without the prior consent of the Borough expressed by this article, which consent shall not be unreasonably withheld.

Notwithstanding the foregoing, the Borough's consent to transfer shall not be required in the event of a transfer or assignment of this franchise to a parent, subsidiary or affiliated entity that has control, is controlled by or under the same control as the original grantee, subject to the company providing notice to the Borough at least 30 days in advance of such transfer. In this event, the Borough shall not be afforded the right of first refusal.

§ A188-42 Termination of service.

Upon request by a subscriber for termination of service, and such termination is not due to nonpayment for service, the company shall promptly:

Remove all personal property and/or equipment, including but not limited to converters and remote controls.

Disconnect cable or wiring into subscriber's premises either at the point of entry or at a feed point from cable tap.

Refund payment made in advance for service. The refund of advance payment should be calculated based upon an effective termination date, which shall be the date which occurs first that is the actual date of termination of service into the premises, or seven days after a request is made by customer to discontinue service. If the company has the capability of discontinuing service without visiting premises, then the effective date of termination shall be the day the customer requests termination of service.

Return security deposits, if any, upon the customer returning equipment for which deposit is applicable.

(5)

Submit a final statement of account to the customer within 45 days of voluntary termination of service.

The company shall not impose a termination charge or fee to customer who requests termination of service. The company shall not be required to remove cable or wiring from either the inside or outside of subscriber premises. However, upon request from the subscriber, the company must remove aerial cable or wiring from only the exterior of customer's property.

§ A188-43 Removal of system from public ways.

At the expiration of the term for which this franchise is granted or upon its termination and cancellation as provided for herein, the Borough shall have the right to require the company to remove, at its own expense, all aboveground portions of the system from all public ways within the Borough.

§ A188-44 Filing of maps, plans and schedules.

The company will file with the Borough true and accurate copies of as-built maps and schedules of any major construction. This provision is not intended to waive or alter the filing of any maps, plans or schedules as required for permits or any approvals from the Borough.

§ A188-45 Enforcement and termination of franchise by Borough.

Notice of violation. In the event that the Borough believes that the grantee has not complied with the terms of this article, it shall notify grantee in writing, by certified or registered mail, of the exact nature of the alleged noncompliance.

Grantee's right to cure or respond. The grantee shall have 30 days from receipt of the notice described in Subsection A to respond to the Borough contesting the assertion of noncompliance and to cure such default or, in the event that, by the nature of default, such default cannot be cured within the thirty-day period, request permission from the Borough for additional time in which to take reasonable steps to remedy such default, and such permission shall not be unreasonably withheld. In the event that the grantee contests the assertion of noncompliance in a timely manner, then the time specified to cure the alleged default shall be stayed or tolled pending a hearing before the Borough Council. In the event that the Borough Council affirms the assertion of noncompliance following a hearing affording the grantee the opportunity to be heard, then the grantee shall have 30 days within which to cure such default.

Force majeure. If for any reason of force majeure either party is unable, in whole or in part, to carry out its obligations hereunder, said party shall not be deemed in violation or default during the continuance of such inability. Unless further limited elsewhere in this article, the term "force majeure" as used herein shall have the following meaning: strikes; acts of God; acts of public enemies; 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; epidemics; landslides; lightning; earthquakes; fires; hurricanes; volcanic activity; storms; entire failure of utilities; or any other cause or event not reasonably within the control of the party affected.

Cancellation of franchise.

(a)

Violates any material provision of this article or any rule, order or determination of the Borough or Borough Council made pursuant to this article.

(b)

Becomes insolvent or unable or unwilling to pay its debts or is adjudged as bankrupt.

(c)

Violates any federal or Pennsylvania law or regulation.

Such termination and cancellation shall be written notice to the company from the Borough Council, provided that the provisions of § A188-45 herein have been followed, and shall in no way affect any of the Borough's rights under this franchise or any provision of law.

§ A188-46 When effective; contract.

§ A188-47 Liability and insurance requirements.

The company shall pay and by its acceptance of this franchise the company specifically agrees that it will pay all damages and penalties which the Borough may legally be required to pay as a result of granting the franchise. These damages or penalties shall include, but shall not be limited to, damages arising out of the installation, operation or maintenance of the cable system authorized herein, whether or not any act or omission complained of is authorized, allowed or prohibited by this article.

The company shall pay and by its acceptance of this franchise specifically agrees that it will pay all expenses incurred by the Borough in defending itself with regard to all damages and penalties mentioned in Subsection A above. These expenses shall include all out-of-pocket expenses, such as reasonable attorney's fees, and shall also include the reasonable value of any services rendered by the Borough Solicitor or his assistants or any employees of the Borough.

The company shall provide evidence of workman's compensation and vehicle insurance from a carrier within an A.M. Best rating of "A" or better.

Comprehensive general liability insurance shall be written on an occurrence basis with a combined single limit of no less than $1,000,000 for bodily injury, property damage and personal injury.

The company shall maintain and by its acceptance of this franchise specifically agrees that it will maintain throughout the term of this franchise a faithful performance bond running to the Borough in the penal sum of $100,000 conditioned that the company shall well and truly observe, fulfill and perform each term and condition of this article and that, in case of any breach of condition of the bond, the amount thereof shall be recoverable from the principal and surety thereof by the Borough for all damages resulting from the failure of the company to well and faithfully observe and perform any provision of this article.

The insurance policy and bond obtained by the company in compliance with this section must be written by an insurance company with an A.M. Best rating of "A" or better and shall be approved by the Borough Council, and a certificate of insurance as evidence of the company's insurance policy and the performance bond, including written evidence of the payment of required premiums, shall be filed and maintained with the Borough Manager/Secretary during the term of this article.

All expenses of the above-noted insurance and bond shall be paid by the company.

§ A188-48 Service requirements.

The company shall provide each school designated by the Borough, fire station, public library and Borough building, and such public auditoriums and institutions as are requested by the Borough, with a single drop and basic service without charge. Additional drops and service will be charged to the facility by the company at cost to the company of time and material only.

The company shall comply with the present and future rules and regulations of the FCC in connection with and relating to the construction, operation and maintenance of its cable system.

Education access channel. The company shall maintain one specially designated channel for use by the Penn Delco School District and provide, at no cost, a character generator for their exclusive use.

Local government access channel. The company shall maintain one specially designated channel for Parkside Borough Municipal use at the Borough Building or other place the Borough may designate and provide at no cost a character generator and TV monitor for their exclusive use.

Public access/leased access channel. The company shall maintain at least one specially designated, noncommercial public access/leased access channel available on a first-come, nondiscriminatory basis. In addition, other portions of its nonbroadcast bandwidth, including unused portions of the specially designated channels, shall be available for leased uses. On at least one of the public access/leased channels, priority shall be given to part-time users.

System specifications.

The system will be designed and constructed using a combination of fiber optics and coaxial radio ("RF") distribution. The system will have an analog bandwidth of 650 MHz and a digital bandwidth of 210 MHz for a total operational bandpass of 860 MHz. The analog bandwidth will provide for nearly 100 channels of unscrambled and in-the-clear programming. The digital tier of over 200 MHz has the ability to provide hundreds of additional channels using digital compression and a specially designed set-top box.

The system will consist of a combination of digital and analog transport using wavelength division multiplexing ("WDM") and 1550 nm and 1310 nm optical components connected to an 860 MHz optical node which will convert the optical signals to RF signals for distribution on a coaxial-based system. Each optical node will be constructed with at least a twelve-fiber bundle of single-mode fibers to serve an area no larger than 75 to 150 homes passed. This design will accommodate other communications services such as telephony and high speed data.

Each optical node and its RF distribution will be powered using a zero transfer standby power supply to minimize interruptions of service caused by power outages. The coaxial cable will be of the jacketed variety for durability and performance. All splicing and RF connections will use integral sleeve pin-type connectors and will be shielded with heat shrinkable tubing or weather protection.

The system will be designed and constructed to be an active two-way plant utilizing the return bandwidth of 5-40 MHz to permit such services as impulse pay-per-view, high-speed data, telemetry, telephony and other telecommunications services. These return signals will be transmitted back to the primary headend or hub using the optical return laser in the node. The optical return laser has a return bandwidth of 5 to 200 MHz to allow for additional future bandwidth requirements. The headend site will be geographically located to service the Philadelphia metro area using a digital and/or analog fiber transmission system. A hub site will be located in or near the Parkside Borough area to distribute these signals.

At no time shall the company monitor the viewing habits of its customers without the express permission of said customers. Pursuant to the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996, hereinafter referred to as the "Cable Act," all personally identifiable information is used solely for the normal business purpose of offering and rendering cable television service to the customer. The company will not disclose personally identifiable information without the permission of the customer.

The company shall make its best effort to carry on its system the signals of all stations significantly viewed in Delaware County, Pennsylvania, these to include all local network and educational VHF stations and local UHF stations, and, in addition, no less than two distant commercial stations.

The company shall provide, without charge to the Borough, the company's high-speed internet access service at up to 10 locations within the Borough Building. Such locations shall be determined by the Borough Manager/Secretary.

The company shall supply and install, at no cost to the customer, a closed-captioned device when requested by the hearing impaired.

§ A188-49 Installation of signal distribution facilities.

The company shall make cable service available, when permitted by the property owner, to all residents in private housing in the Borough, subject to all provisions of this article.

§ A188-50 Requests for special service.

The company must obtain a permit from the Borough to provide segments of subscribers any specialized service that will not be available to all subscribers. All requests shall demonstrate that the service is not contrary to the public interest and will not affect the company's ability to deliver service to other users and subscribers.

§ A188-51 Programming.

The company shall not prohibit or limit any program or class or type of program presented over a leased channel or any channel made available for public access or educational purposes.

§ A188-52 Continuation of service.

In the event of expiration, cancellation or transfer of the franchise, the company shall be required to continue to operate the system until an orderly change of operation is effectuated and shall be subject to an accounting for net earnings or losses during this interim period.

§ A188-53 Validity of franchise; payment of attorney fees.

The company was represented throughout the negotiations of the franchise by its own attorneys and has had opportunity to consult with its own attorneys about its rights and obligations regarding the franchise. In consideration of the grant of the franchise to the company, the company hereby waives any claim which it may have with respect to the issuance of and/or the terms and conditions of the franchise ordinance. In consideration of the grant of the franchise to the company, the company also releases the Borough and any of its elected officials, employees, representatives, agents, servants, including attorneys, from any claims it may have, known or unknown; including, without limitation, claims arising under Pennsylvania law, the Cable Act, the ordinance and Charter of the Borough of Parkside and/or the requirements of federal, state or municipal law, including the Constitutions of the United States and of Pennsylvania. However, the foregoing release shall not apply to any claims which the company may have with respect to the terms and conditions of this agreement where substantially the same terms and conditions of other cable television franchises have been held invalid by a binding and final judgment of the United States or Pennsylvania Supreme Courts.

The company shall compensate the Borough Solicitor reasonable attorney's fees for services rendered on behalf of the Borough in connection with this article up to a maximum of $5,000.

§ A188-54 Indemnification.

The company shall indemnify and hold the Borough and its agents harmless at all times during the term of this franchise from any and all claims alleged to be caused by the company's construction, installation, operation or maintenance of any structure, equipment, wire or cable authorized to be installed pursuant to the franchise or in the exercise of any of its rights under this franchise. Upon receipt of notice in writing from the Borough, the company shall, at its own expense, defend any such actions or proceedings. Indemnified expenses shall include, without limitation:

All out-of-pocket expenses, such as reasonable attorney's fees.

Requests for relief arising out of any claim for invasion of the right of privacy; for defamation of any person, firm or corporation; for the violation or infringement of any copyright, trademark, trade name, service mark or patent; or of any other right of any person, firm or corporation, excluding claims arising out of or relating to the Borough's own programming and leased access.

Any and all claims arising out of the company's failure to comply with the provisions of this franchise ordinance or any federal, state or local law, ordinance or regulation applicable to the company or the CATV system.

Any and all claims which the company may now or hereafter have or claim to have against the Borough, its servants, agents, attorneys, representatives, employees or officials, due to or arising out of damage to any of the company's property or equipment, including, without limitations, the resulting or consequential loss of income, injury to reputation, or any other resulting or consequential damages of any kind, caused by or resulting from negligent acts or omissions of the Borough or any of its servants, agents, attorneys, representatives, employees or officials.

(5)

Any and all disputes arising out of a claim wherein damages or other relief is sought as a result of the Borough's cable communications franchising procedure or as a result of the renewal of the cable communications franchise or as a result of the Borough's award or failure to award a franchise to any other person, partnership, corporation or other legal entity.

If suit be brought or threatened against the Borough, either independently or jointly with the company, arising out of company's installation, construction, operation or maintenance of the cable television system, or with any other person or municipality, the company, upon notice given by the Borough, shall defend the Borough at the cost of the company. If final judgment is obtained against the Borough, either independently or jointly with the company or any other defendants, the company shall indemnify the Borough and pay such judgment with all costs and satisfy and discharge the same.

In order for the Borough to assert its rights to be indemnified, defended or held harmless:

The Borough must promptly notify the company of any claim or legal proceeding which gives rise to such right;

The Borough shall afford the company the opportunity to participate in and fully control any compromise, settlement or other resolution or disposition of such claim or proceeding, unless, however, the Borough, in its sole discretion, determines that its interests cannot be represented in good faith by the company; and