Borough of Freedom, PA Cable Television Franchise

Pursuant to the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992, the Telecommunications Act of 1996, the regulations of the FCC and Pennsylvania law, the Borough hereby grants a nonexclusive and revocable franchise to Adelphia, authorizing and permitting Adelphia to construct, operate and maintain a cable system in the Borough's public rights-of-way.

Subject to the terms and conditions contained herein, the Borough hereby grants to Adelphia the right to construct, extend, install, operate, maintain, upgrade and rebuild a cable system, including such wires, cables, fiber optics, conductors, ducts, conduits, amplifiers, pedestals, attachments and other property and equipment as are necessary and appropriate to the operation of the cable system in, under, over, along, across and upon the streets, lanes, avenues, alleys, sidewalks, bridges, highways and other public places and rights-of-way under the jurisdiction of the Borough, including property over which the Borough has a sufficient easement or right-of-way, for the purpose of reception, transmission, amplification, origination, distribution or redistribution of video, audio, text, data and other electronic signals and impulses as permitted by applicable law.

Notwithstanding this authority, Adelphia shall obtain all necessary government permits for any disturbance of public places and/or rights-of-way, At the time of obtaining such permits, Adelphia shall notify the Borough of the duration of the disturbance and estimated date of completion. Adelphia shall comply with all other government regulations and requirements thereto.

Term of franchise. The term of this agreement shall be for a period of 10 years commencing on the effective date of November 12, 2003, and expiring at midnight on November 11, 2013, unless the franchise is terminated prior to the expiration date in accordance with the terms and conditions of this agreement.

Nonexclusivity. This franchise granted to Adelphia shall be nonexclusive. Nothing in this agreement shall affect the right of the Borough to grant another franchise to construct, operate or maintain a cable system or for any other purpose. The Borough agrees that any additional franchises or other authorizations (including OVS authorizations) by the Borough to any other entity to provide video or other services similar to those provided by Adelphia pursuant to this agreement shall not be on terms and conditions more favorable or less burdensome than those in this agreement, including but not limited to franchise fees and service area requirements.

Police powers. Adelphia's rights under this agreement are subject to the police powers of the Borough to adopt and enforce general laws and regulations necessary for the safety and welfare of the public. Such laws and regulations are separate and distinct from the terms and conditions contained in this agreement.

No waiver of rights. No course of dealing between the Borough and Adelphia, nor any delay on the part of the Borough in exercising any rights hereunder, shall operate as a waiver of any such rights of the Borough or acquiescence in the actions of Adelphia in contravention of such rights, except to the extent expressly waived by the Borough.

§ A210-2 Compensation to the Borough.

Franchise fees. Adelphia shall pay to the Borough an amount equal to 3% of the Gross Revenues derived from the operation of its cable system in the Borough. The term "gross revenue" is defined in § A210-14 Definitions, below. Adelphia shall not deduct or otherwise credit against the franchise fee any tax, fee or assessment of general applicability.

Quarterly payments. Franchise fee payments to the Borough under this provision shall be computed at the end of each calendar quarter and shall be due and payable for the preceding quarter on or before April 30 (for the first quarter), July 31 (for the second quarter), October 31 (for the third quarter) and January 31 (for the fourth quarter) of each year. No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall acceptance of any payment be construed as a release of any claim the Borough may have for additional sums payable under this agreement.

Quarterly reports. Each franchise fee payment shall be accompanied by a written report containing an accurate statement of Adelphia's gross revenues received for cable services for the quarter in connection with the operation of Adelphia's cable system and a brief report showing the basis for computation of fees. The report shall contain a line item for every source of revenue received and the amount of revenue received from each source. The report shall be certified by a franchise accounting representative of Adelphia.

Audits. On an annual basis, upon 30 days' prior written notice, the Borough shall have the right to conduct an independent audit of Adelphia's records reasonably related to the sources, amounts and computation of gross revenues in accordance with generally accepted accounting principles and the terms of this agreement. If the audit shows that franchise fees have been underpaid by 5% or more, then Adelphia shall pay the total cost of the audit as well as the underpaid amount. Any underpayment of the franchise fee shall subject Adelphia to payment of the underpaid amount plus liquidated damages of 10% of the underpayment. The Borough's right to audit and Adelphia's obligation to retain records related to a franchise fee audit shall expire three years after each franchise fee payment has been made to the Borough.

§ A210-3 System construction, operation and maintenance.

Technical requirement.

Adelphia shall operate, maintain, construct and extend the cable system so as to provide high quality signals and reliable delivery of Cable Services throughout all parts of the Borough in accordance with Subsection B below. The cable system shall meet or exceed any and all technical performance standards of the FCC, the National Electrical Safety Code, the National Electric Code and any other applicable federal laws and the laws, ordinances and construction standards of the Commonwealth of Pennsylvania and the Borough. Upon request of the Borough, Adelphia agrees to meet and discuss any technological developments and advancements in relation to the cable system, including any possible future upgrade to the cable system. Any decision to deploy such technology, or any future upgrade of the cable system, shall be in the sole discretion of Adelphia.

Upon written notice from the Borough, Adelphia shall remedy a general deficiency with respect to the technical standards described herein within 30 days of receipt of notice and a safety deficiency within 48 hours of receipt of notice and shall notify the Borough when the deficiency has been corrected. For purposes of this section, "general deficiency" means the failure of the cable system to meet any of the technical performance standards identified in Subsection A(1) above or the system specifications standards identified in § 210-4A below.

Area to be served.

Service shall be provided to every dwelling currently cabled by Adelphia occupied by a person requesting Cable Service, provided that Adelphia is able to obtain from the property owners any necessary easements and/or permits in accordance with Section 621(a)(2) of the Cable Communications Policy Act of 1984. Adelphia shall extend the cable system into all areas within the Borough where there is a minimum 25 dwelling units per linear plant mile of aerial cable and 50 dwelling units per underground mile of cable, calculated from the end of the nearest trunk line.

Any dwelling unit within 125 feet aerial distance of the cable plant shall be entitled to a standard installation rate. For any dwelling unit in excess of 125 feet aerial distance or that requires an underground installation of any length, Adelphia shall extend Cable Service at a rate not to exceed Adelphia's actual cost of installation from its main distribution system.

All installations of wires and/or equipment by Adelphia shall be underground in those areas of the Borough where the wires and/or equipment of telephone and electric utilities is underground.

Provided Adelphia has at least 45 days' prior notice from the developer or property owner concerning the opening of residential subdivision trenching (and such development meets the requirements of this subsection), or of the installation of conduit for the location of utilities, it shall install its cable in such trenching or conduits or may seek permission to utilize alternative trenching or conduits within a comparable time frame.

Permits. Adelphia shall apply to the Borough for all required permits and shall not undertake any activity requiring a permit without receipt of such permit, issuance of which shall not be unreasonably withheld or delayed by the Borough. Adelphia shall pay any and all required permit fees required of similar entities.

Repairs and restoration.

Whenever Adelphia takes up or disturbs any pavement, sidewalk or other improvement of any public or private way or place, the same shall be replaced and the surface restored in as good condition as before the disturbance within 10 business days of the completion of the disturbance. Upon failure of Adelphia to comply within the time specified, the Borough may cause proper restoration and repairs to be made, and the expense of such work shall be paid by Adelphia upon demand by the Borough along with any liquidated damages applied by the Borough in accordance with § A210-9, Franchise violations, damages and revocation, below.

Whenever Adelphia shall install, operate or maintain equipment, cable or wires, it shall avoid damage and injury to property, including structures, improvements and trees in and along the routes authorized by the Borough, except as may be approved by the Borough if required for the proper installation, operation and maintenance of such equipment, cable or wires. Adelphia shall promptly repair and restore any private property which is damaged as a result of construction, installation, repair or maintenance of the cable system within five business days of receiving notice of such damage, weather permitting.

Adelphia's operating, maintenance, construction and repair personnel shall be thoroughly trained in the safe use of all equipment and the safe operation of vehicles. Adelphia's operating, maintenance, construction and repair personnel shall follow all safety procedures required by all applicable federal, state and local laws and regulations. All areas of the cable system shall be routinely inspected and maintained so that conditions that could develop into safety hazards for the public and/or operating and maintenance personnel can be corrected before they become a hazard. Adelphia shall install and maintain its wire, cable, fixtures and other equipment in such a manner as shall not interfere with any installations of the Borough or any public utility serving the Borough. The Borough may, at any time, conduct an investigation to ensure that the cable system or any Adelphia personnel do not pose a threat to the safety of the residents of the Borough.

All structures and all lines, equipment and connections in, over, under and upon streets, sidewalks, alleys, and public and private ways and places of the Borough, wherever situated or located, shall at all times be kept and maintained in a safe and suitable condition and in good order and repair.

System monitoring. Upon completion of any construction, Adelphia shall conduct periodic signal monitoring in accordance with the requirements of the Federal Communications Commission. Adelphia shall monitor the signal quality of all channels delivered on the cable system.

Strand maps. Adelphia shall provide to the Borough for its exclusive use and shall maintain at its local offices a complete set of strand maps of the Borough, on which wilt be shown those areas in which its facilities exist and the location of alt streets. Updated maps shall be delivered to the Borough within 60 days of any change. The Borough recognizes that Adelphia considers this information confidential and proprietary. The Borough shall keep this information confidential so long as it is permitted to do so under applicable law.

Building moves. In accordance with applicable taws, Adelphia shall, upon the request of any person holding a building moving permit issued by the Borough, temporarily raise or lower its wires to permit the moving of the building. Adelphia shall be given at least 30 days' advance notice to arrange for such temporary wire changes. If the building to be moved is owned or operated by the Borough, Adelphia shall raise or lower its wires at no cost to the Borough.

Disconnection and relocation.

Adelphia shall, at no cost or expense to the Borough, protect, support, temporarily disconnect, relocate in the same street, or other public way and place or remove from any street or any other public way or place any of its property as required by the Borough or its designee by reason of traffic conditions, public safety, street construction, change or establishment of street grade, or the construction of any public improvement or structure.

In requiring Adelphia to protect, support, temporarily disconnect, relocate or remove any portion of its property, the Borough shall treat Adelphia the same as, and require no more of Adelphia than, any similarly situated entity.

Emergency removal of equipment.

If, at any time, in case of fire or other disaster in the Borough, it shall be necessary, in the reasonable judgment of the Borough or its agent, to cut or move any of the wires, cable or equipment of the cable system, the Borough shall have the right to do so without cost or liability, provided that, wherever possible, the Borough shall give Adelphia notice and the ability to relocate wires, cable or other equipment. Adelphia shall provide the Borough with an emergency telephone contact which can be utilized on a twenty-four-hour, seven-days a-week basis in the event of such an emergency.

In such case, Adelphia shall have the right to seek reimbursement, if any, under any applicable insurance or state or federal government programs for reimbursement.

Tree trimming. Adelphia shall have the authority to trim trees upon and overhanging public streets, alleys, sidewalks and the public rights-of-way so as to prevent the branches of such trees from coming in contact with the wires, cables or other equipment of Adelphia, in accordance with applicable laws and regulations. If Adelphia wishes to cut down and remove any tree or trees as may be necessary for the installation and maintenance of its equipment, it shall apply to the Borough for permission and, if permission is granted, shall perform such cutting and removal in accordance with the regulations of the Borough.

§ A210-4 System specifications and new cable services.

System specifications. Adelphia's cable system covering the Borough is built and shall be maintained with at least a bandwidth no less than 550 MHz with the capacity to deliver at least 70 video programming services. The system shall be capable of providing cable modem services.

§ A210-5 Customer service standards.

Office hours and telephone availability.

Adelphia shall maintain a business office which is conveniently located and which shall be open during normal business hours. The term "normal business hours" is defined in § A210-14, Definitions, below.

Adelphia shall provide and maintain a toll free telephone access line which will be available to subscribers 24 hours a day, seven days a week. Trained representatives shall be available to respond to customer telephone inquiries during normal business hours. Customer service representatives shall respond to such inquiries in a polite and courteous manner. After normal business hours, the access line may be answered by a service or an automated response system. Inquiries received after Normal Business Hours must be responded to by a trained company representative on the next business day. If Adelphia changes the telephone number for the toll free access line, it must notify the Borough within three days of such change.

Under normal operating conditions, telephone answering time by a customer representative, including wait time, shall not exceed 30 seconds after the connection is made. If the call needs to be transferred, transfer time shall not exceed 30 seconds. These standards shall be met no less than 90% of the time under normal operating conditions measured on a quarterly basis. The term "normal operating conditions" is defined in § A210-14, Definitions, below.

Under normal operating conditions, the customer shall receive a busy signal less than three percent of the time.

Adelphia shall not be required to acquire equipment or perform surveys to measure compliance with the telephone answering requirements above unless a record of complaints indicates a clear failure to comply. If the Borough determines, after receiving complaints itself and/or receiving a record of complaints made to Adelphia in accordance with § 210-8 below, that there is a clear failure to comply with the telephone answering requirements above, the Borough shall notify Adelphia that it must measure its compliance with these requirements for the next 90 days and report to the Borough with its results.

Installations and service calls.

Adelphia shall maintain a competent staff of employees sufficient to provide adequate and prompt service to its subscribers. Any Adelphia employee or agent, including any subcontractor, who personally visits any residential dwelling shall display a photo identification badge. Any vehicle used for installation, operation or maintenance activities by any Adelphia employer or agent, including any subcontractor, shall prominently display an identifying corporate logo.

Standard installations will be performed within seven business days after an order has been placed. "Standard" installations are those aerial installations that are located up to 125 feet from the existing distribution system.

Excluding conditions beyond its control, Adelphia shall begin working on a service interruption promptly and in no event later than 24 hours after the interruption becomes known. The term "service interruption" is defined in § 210-14, Definitions, below. All other service calls not affecting public health, safety or welfare shall commence within a minimum of 48 hours after notice to Adelphia or scheduled at the convenience of the customer. Notice of a service interruption or a service call of a single subscriber shall give rise to these obligations on behalf of Adelphia.

Upon scheduling of appointments with the customer for installations, service calls and other installation activities, Adelphia shall provide the customer with either a specific time or an appointment window of a maximum of four hours during normal business hours. Adelphia may schedule service calls and installation activities outside of normal business hours for the express convenience of the customer.

Adelphia may not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment. If, at any time, an installer or technician is running late, an attempt to contact the customer must be made prior to the time of the appointment. If the appointment must be rescheduled, it must be done so at a time which is convenient for the customer.

Notices.

Adelphia shall provide written notice to each subscriber upon initial subscription, at intervals not more than one year thereafter to each subscriber and the Borough and at any time upon request regarding each of the following areas:

Products and services offered;

Prices and options for programming services and conditions of subscription to programming and other services;

Installation and service maintenance policies;

(d)

Instructions on how to use the Cable Service and any converters;

(e)

Instructions on how to interact the Cable Service with the subscriber's VCR;

(f)

Channel positions and programming carried on the cable system;

(g)

Billing and customer complaint procedures;

(h)

Policy and procedures for disconnecting or terminating a subscriber's service for cause;

(i)

Adelphia's address, telephone number and office hours;

(j)

The subscriber's right to obtain a parental control device contained in § A210-10e;

(k)

A notice of subscriber privacy rights as required by federal law.

Adelphia shall notify subscribers in writing of any changes in rates, programming services or channel positions a minimum of 30 days in advance of such changes if the changes are within Adelphia's control. Adelphia shall not be required to provide prior notice to subscribers of any rate change that is the result of a regulatory fee, franchise fee or any other fee, tax, assessment or charge of any kind imposed by any federal agency, Commonwealth of Pennsylvania or the Borough on the transaction between Adelphia and the subscriber.

Adelphia shall maintain a file available to the public containing all written notices provided to subscribers pursuant to the requirements contained herein during the previous 24 months.

Billing.

Bills shall be clear, concise and understandable. Bills must be fully itemized, with itemizations including, but not limited to, basic service, expanded basic service (or equivalent) and premium service charges, if applicable, equipment charges and any installation or repair charges. Bills shall state the billing period, including an effective due date, the amount of current billing and any relevant credits or past due balances.

Adelphia shall provide bill payment location(s) which are conveniently located and which are open at least during normal business hours.

Adelphia shall not assess late fees for nonpayment of a current bill unless and until 30 days have elapsed since the last billing date of the current bill to the subscriber.

Customer complaint procedures. Adelphia shall establish clear written procedures for resolving all customer complaints, which shall include at least the following:

Adelphia shall provide the customer with a written response to a written complaint within 30 days of its receipt. Such response shall include the results of its inquiry into the subject matter of the complaint, its conclusions based on the inquiry and its decision in response to the complaint.

If the Borough is contacted directly about a customer complaint, it shall notify Adelphia in writing. When Adelphia receives such notification, the time period for Adelphia to respond as required above shall commence.

Any subscriber who, in good faith, disputes all or part of any bill sent by Adelphia has the option of withholding the disputed amount, without a late fee, the initiation of collection procedures or disconnection until Adelphia has investigated the dispute in good faith and has made a determination that the amount is owed, provided that:

The subscriber provides a written complaint to Adelphia in a timely fashion and includes identifying information;

The subscriber pays all undisputed charges; and

The subscriber cooperates in determining the appropriateness of the charges in dispute.

Adelphia shall maintain customer complaint records, which shall contain the date each complaint is received, the name and address of the affected subscriber, a description of the complaint, the date of resolution and a description of the resolution.

Disconnection. Adelphia may disconnect or terminate a subscriber's service for cause:

If at least 45 days have elapsed from the due date of the bill which subscriber has failed to pay; and

If Adelphia has provided at least 10 days' written notice, which notice may be placed on the bill, to the affected subscriber prior to disconnection, specifying the effective date after which cable services are subject to disconnection; and

If there is no pending written dispute regarding the bill to which Adelphia has not issued a final decision in writing; or

If at any time and without notice Adelphia determines in good faith that subscriber has tampered with or abused Adelphia's equipment or is engaged in theft of cable service.

Credit for service interruptions. In the event that Adelphia's service to any subscriber is completely interrupted for four or more consecutive hours, it will grant such subscriber, if requested by the subscriber, a pro rata credit or rebate, on a daily basis, of that portion of the service charge during the next consecutive billing cycle, or, at its option, apply such credit to any outstanding balance that is currently due.

Privacy.

Adelphia shall protect and abide by the rights of privacy of every subscriber and shall not violate such rights through the use of any device or signal associated with the cable system. Adelphia shall at all times comply with the privacy provisions of Section 631 of the Cable Act and all other applicable federal and state privacy laws and regulations.

Adelphia shall be responsible for carrying out and enforcing such privacy policy and shall at all times maintain adequate physical, technical and administrative security safeguards to ensure that personal subscriber information is handled and protected strictly in accordance with this policy and all applicable laws and regulations.

Neither Adelphia nor its designee shall tap, monitor, arrange for the tapping or monitoring or permit any person to tap or monitor any cable, line, signal, input device or subscriber outlet or receiver for any purpose without the prior written authorization of the affected subscriber; provided, however, that Adelphia may conduct system-wide or individually addressed sweeps solely for the purpose of verifying system integrity, checking for illegal taps, controlling return-path transmission, billing for services or monitoring channel usage in a manner not inconsistent with the federal law. Adelphia shall report to the affected parties any instances of monitoring or tapping of the cable system, or any part thereof, of which it has knowledge, whether or not such activity has been authorized by Adelphia. Adelphia shall not record or retain any information transmitted between a subscriber or user and any third party except as required for lawful business purposes.

Except as permitted by Section 631 of the Cable Act, as amended, neither Adelphia nor its designee nor its employees shall make available to any third party, including the Borough, information concerning the viewing habits or subscription package decisions of any individual subscriber. If a court authorizes or orders such disclosure, Adelphia shall notify the subscriber in conformance with the requirements of Section 631 of the Cable Act, unless such notification is otherwise prohibited by applicable law or the court.

Upon a request by a subscriber, Adelphia shall make available for inspection at a reasonable time and place all personal subscriber information that Adelphia maintains regarding said subscriber. Adelphia shall ensure that all information related to billing and service requests is accurate and up-to-date and shall promptly correct any errors upon discovery.

(6)

Adelphia shall not make its subscriber list or lists, or any portion thereof, available to any other person or entity, with or without remuneration, except in conformance with Section 631 of the Cable Act.

§ A210-6 Services to the community.

Cable services to community facilities. Adelphia shall, at no charge to the Borough, provide the following services to all municipal buildings, including, but not limited to, the Borough building, police stations and fire stations:

Within three months of the effective date of this agreement, one cable drop, outlet and basic service and expanded basic service (or equivalent) to each building. No charge shall be made for standard installation or cable service, except that Adelphia may charge for nonstandard installation and cable service for more than one drop in each building.

The buildings designated to receive the services described in Subsection A(1)(a) above are identified in Exhibit A below.[1]

[1]

Editor's Note: Exhibit A is on file in the Borough offices.

§ A210-7 Regulation by Borough.

Right to inspect.

The Borough shall have the right, upon 10 business days' written notice and during normal business hours, to inspect at an Adelphia location in Beaver County all documents, records and other pertinent information maintained by Adelphia which relate, directly or indirectly, to the terms of this agreement.

In addition, Adelphia shall maintain for inspection by the public and the Borough all records required by the FCC and as specified in 47 CFR 76.305 in the manner specified therein.

Right to conduct compliance review. The Borough or its representatives may conduct a full compliance review and hold public hearings with respect to whether Adelphia has complied with any material terms of this agreement so long as it provides Adelphia with 20 days' written notice in advance of the commencement of such reviews and public hearings. Adelphia shall make representatives available for such reviews and public hearings.

Reserved authority. The Borough reserves the regulatory authority arising from the Cable Communications Policy Act of 1984, Cable Television Consumer Protection and Competition Act of 1992, the Telecommunications Act of 1996, any amendments thereto and any other relevant federal, state or local laws or regulations.

§ A210-8 Reporting requirements.

Quarterly franchise fee report. In accordance with § A210-2C of this agreement, Adelphia shall accompany each quarterly franchise fee payment with a written report containing an accurate statement of Adelphia's gross revenues received for the quarter in connection with the operation of Adelphia's cable system and a brief report showing the basis for computation of fees. The report will contain a line item for every source of revenue received and the amount of revenue received from each source. The report shall be verified by a financial representative of Adelphia.

Annual financial report. Upon request, Adelphia shall submit to the Borough a corporate annual report of Adelphia or its ultimate parent corporation not later than 60 days after it is published.

Quarterly customer complaint report. Adelphia shall submit to the Borough, on a semiannual basis, a report showing the number of its customer complaints received during the reporting period, the dates they were received, summary descriptions of the complaints, the dates the complaints were resolved and summary descriptions of the resolutions. Written comments from subscribers concerning programming content shall not be deemed to be complaints for purposes of this subsection.

Government reports. Adelphia shall provide to the Borough, upon written request, copies of any and all communications, reports, documents, pleadings and notifications of any kind which Adelphia or any of its affiliated entities have submitted to any federal, state or local regulatory agencies, courts or other governmental bodies if such documents relate to Adelphia's cable system within the Borough. The term "affiliated entity" is defined in § A120-14, Definitions, below. Adelphia shall provide copies of such documents no later than 30 days after receipt of a written request from the Borough. If Adelphia claims any such documents are confidential, privileged or proprietary, Adelphia shall state the basis for such claim.

§ A210-9 Franchise violations, damages and revocation.

Violations.

If the Borough has reason to believe that Adelphia violated any provision of this agreement, it shall notify Adelphia in writing of the nature of such violation and the section of this agreement which it believes has been violated

Adelphia shall have 30 days to cure such violation after written notice is received by taking appropriate steps to comply with the terms of this agreement. If the nature of the violation is such that it cannot be fully cured within 30 days due to circumstances outside of Adelphia's control, the period of time in which Adelphia must cure the violation shall be extended by the Borough in writing for such additional time necessary to complete the cure, provided that Adelphia shall have promptly commenced to cure and is diligently pursuing its efforts to cure in the reasonable judgment of the Borough.

If the violation has not been cured within the time allowed under Subsection A(2) above, then Adelphia shall be liable for liquidated damages subsequent to that time period in accordance with Subsection B below.

Liquidated damages. Because Adelphia's failure to comply with provisions of this agreement will result in injury to the Borough and because it will be difficult to measure the extent of such injury, the Borough may assess liquidated damages against Adelphia in the following amounts, provided Adelphia has had an opportunity to cure in accordance with Subsection A(2). Such damages shall not be a substitute for specific performance by Adelphia, but shall be in addition to such performance.

For failure to submit franchise fee payments to the Borough in a timely fashion as specified in § A210-2: $100 per day for each day the violation continues.

For failure to comply with the technical requirements specified in § A210-3A: $100 per day for each day the violation continues.

For failure to provide and maintain Cable Service as specified in § A210-3B: $100 per day for each day the violation continues.

For failure to make repairs and restorations as specified in § A210-3D: $200 per day for each day the violation continues;

For failure to comply with any customer service standard as specified in § A210-5: $50 per violation.

(6)

For failure to permit inspection as specified in § A210-7A: $50 per day for each day the violation continues.

(7)

For failure to submit reports in a timely fashion as specified in § A210-8: $50 per day for each day the violation continues.

(8)

For failure to carry all the insurance required in § A210-11: $200 per day for each day the violation continues.

(9)

For failure to comply with transfer or renewal provisions as specified in § A210-12: $200 per day for each day the violation continues.

Revocation.

In addition to the other rights, powers and remedies retained by the Borough under this agreement, the Borough reserves the separate and distinct right to revoke this franchise if:

Adelphia practices any fraud or deceit upon the Borough in its operation of its cable system or any other activities pursuant to this agreement.

Adelphia transfers, assigns or changes the control of this franchise, the cable system or any significant portion thereof or more than 20% of the equitable ownership of the cable system without the consent of the Borough.

Adelphia repeatedly fails, after notice and opportunity to cure, to maintain signal quality pursuant to the standards provided for by the FCC or the technical requirements set forth in § A210-3A of this agreement.

(d)

Adelphia repeatedly violates, after notice and opportunity to cure, any of the material terms or conditions of this agreement.

The foregoing shall not constitute a violation of a material term or condition if the violation occurs without the fault of Adelphia or occurs as a result of circumstances beyond its control. Subject to the provisions of Section 625 of the Cable Act, Adelphia shall not be excused from the performance of any of its obligations under this franchise by mere economic hardship or by the misfeasance or malfeasance of its directors, officers or employees.

A revocation shall be declared only by a written decision of the Borough Council after an appropriate public hearing which shall afford Adelphia due process and full opportunity to be heard and to respond to any notice of grounds to terminate. All notice requirements shall be met by providing Adelphia at least 30 days' prior written notice of any public hearing concerning the proposed revocation of this franchise. Such notice shall state the grounds for revocation. The Borough Council, after a public hearing and upon finding the existence of grounds for revocation, may either declare this franchise terminated or excuse such grounds upon a showing by Adelphia of mitigating circumstances or good cause for the existence of such grounds.

§ A210-10 Programming.

Channel capacity. Adelphia shall meet or exceed programming and channel capacity requirements set forth in this agreement and required by federal law and regulations.

Broadcast channels. To the extent required by federal law, Adelphia shall provide all residential subscribers with basic service, including, but not limited to: 1) all broadcast television signals carried in fulfillment of the requirements of Section 614 of the Cable Television Consumer Protection and Competition Act of 1992; 2) qualified local noncommercial educational television signals; and 3) the educational and governmental channel for the Borough and neighboring municipalities which may share it.

Signal scrambling. Adelphia shall at all times comply with all FCC regulations regarding scrambling or other encryption of signals.

Continuity of service. It shall be the right of all subscribers to continue to receive service from Adelphia, provided their financial and other obligations to Adelphia are honored. Subject to the force majeure provisions in § A210-13 of this agreement, Adelphia shall ensure that all subscribers receive continuous, uninterrupted service. For the purpose of construction, routine repairing or testing of the cable system, Adelphia shall use reasonable efforts to interrupt service only during periods of minimum use. When necessary service interruptions of more than 24 hours can be anticipated, Adelphia shall notify subscribers in advance of such service interruption.

Parental control capability. Upon request, Adelphia shall provide subscribers with the capability to control the reception of any video and/or audio channel on the cable system providing sexually explicit adult programming.

§ A210-11 Liability and indemnification.

Indemnification.

Adelphia shall indemnify, defend, save and hold harmless the Borough, its elected and appointed officials, its officers, agents and employees from any and all claims for injury, loss, liability, cost or expense caused by or connected with any act or omission of Adelphia, its officers, agents or employees with respect to the construction, installation, reconstruction, operation, maintenance or removal of all or part of the cable system. The obligation to indemnify, defend, save and hold the Borough harmless shall include, but not be limited to, the obligation to pay judgments, injuries, liabilities, damages, attorneys' fees, expert fees, court costs and all other costs of such indemnification.

The Borough shall not at any time be liable for any injury or damage to persons or property from any cause whatsoever arising from or in any way connected to the construction, installation, reconstruction, operation, maintenance or removal of the cable system or any other equipment or facilities except those acts which result from the negligence, gross negligence or intentional acts of the Borough, or its agents or employees.

Insurance.

Adelphia shall maintain insurance throughout the term of this agreement, with the Borough as an additional insured, with an insurance company which is authorized to conduct business in Pennsylvania and which has an A.M. Best rating (or equivalent) no less than "A-", indemnifying the Borough from and against any and all claims for injury or damage to persons or property, both real and personal, caused by the construction, installation, reconstruction, operation, maintenance or removal of the cable system by Adelphia or any of its contractors, subcontractors, agents or employees in the following amounts:

The amount of such insurance against liability for damage to property shall be no less than $1,000,000 as to any one occurrence.

The amount of such insurance against liability for injury or death to any person shall be no less than $1,000,000.

The amount of such insurance for excess liability shall be $3,000,000 in umbrella form.

(d)

The amount of such insurance against all claims arising out of the operation of motor vehicles and general tort or contract liability shall be $1,000,000.

(e)

Adelphia shall maintain workers' compensation insurance as required by applicable law.

All insurance coverage shall be maintained throughout the period of this agreement. The Borough shall receive 30 days' written notice prior to any changes or cancellation of the policy. All expenses incurred for said insurance shall be at no cost to the Borough.

A certificate evidencing the insurance coverage required herein shall be provided by Adelphia to the Borough upon request.

§ A210-12 Franchise transfer or renewal.

Transfer, assignment or change in control.

Neither Adelphia nor its parent nor any affiliated entity shall transfer, assign or otherwise encumber, through its own action or by operation of law, its right, title or interest in the cable system or in this agreement without the prior written consent of the Borough.

Neither Adelphia nor its parent nor any affiliated entity shall change, transfer or assign, through its own action or by operation of law, its control of the cable system or of this agreement without the prior written consent of the Borough.

Neither Adelphia nor its parent nor any affiliated entity shall sell, convey, transfer, exchange or release more than 20% of its equitable ownership in the cable system without the prior written consent of the Borough. Such consent shall not be unreasonably withheld.

Adelphia shall make written application to the Borough of any transfer, change in control or assignment as described above and shall provide all information required by FCC Form 394 and any other applicable federal and state statutes and regulations regarding transfer or assignment. The Borough shall have 120 days from the receipt of such written application to take action on the transfer or assignment.

Any consent by the Borough for any transfer or assignment described above shall not be effective until the proposed transferee or assignee shall have executed a legally binding document stating that it shall be bound by all the terms and conditions contained in this agreement.

Renewal. The Borough and Adelphia agree that any proceedings or activities that relate to the renewal of Adelphia's franchise shall be governed by applicable federal, state and local law.

§ A210-13 Miscellaneous.

Force majeure. If for any reason of force majeure Adelphia is unable in whole or in part to carry out its obligations hereunder, Adelphia shall not be deemed in violation of this agreement during the continuance of such inability. The term "force majeure" as used herein shall have the following meaning: 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; floods; washouts; droughts; explosions; labor strikes; and partial or entire failure of utilities.

Removal of system.

Upon termination or expiration of this agreement, Adelphia shall remove its supporting structures, poles, transmissions and distribution systems and other appurtenances from the streets, ways, lanes, alleys, parkways, bridges, highways and other public and private places in, over, under or along which they are installed and shall restore the areas to their original condition. If such removal is not completed within six months of such termination, the Borough or property owner may deem any property not removed as having been abandoned, and the Borough may remove it at Adelphia's expense.

During the term of this agreement if Adelphia decides to abandon or no longer use all or part of its cable system, it shall give the Borough written notice of its intent at least 30 days prior to such decision, which notice shall describe the property and its location. The Borough shall have the right to require Adelphia to remove the property or the right to remove the property and charge Adelphia with the costs related thereto.

Notices.

Every notice or payment to be served upon or made to the Borough shall be sent to:

	Borough of Freedom
	Municipal Building
	901 Third Avenue
	Freedom, PA 15042

The Borough may specify any change of address in writing to Adelphia. Every notice served upon Adelphia shall be sent to:

	Adelphia Cable Communications
	Att: Legal Department
	200 Minuteman Rd, Suite 102
	Andover, MA 01810