For the purpose of this Franchise Agreement, capitalized terms,
phrases, words and abbreviations shall have the meanings ascribed
to them in the Cable Communications Act of 1934, as amended from time
to time, 47 U.S.C. § 521 et seq. (the "Cable Act"), unless
otherwise defined herein. When not inconsistent with the context,
words used in the present tense include the future, words used to
refer to the masculine include the feminine, and words in the plural
number include the singular number. The word "shall" is mandatory
and "may" is permissive. Words not defined in the Cable Act or herein
shall be given their common and ordinary meaning.
BASIC SERVICE
The lowest price tier of service that includes the retransmission
of local broadcast television signals.
CABLE ACT
Title VI of the Cable Communications Act of 1934, as amended
from time to time, 47 U.S.C. § 521 et seq.
CABLE SERVICE or SERVICE
The one-way transmission to Subscribers of Video Programming
or other Programming service and Subscriber interaction, if any, which
is required for the selection or use of such Video Programming or
other Programming service.
CABLE SYSTEM
A facility, consisting of a set of closed transmission paths
and associated signal generation, reception, and control equipment
that is designed to provide Cable Service, which includes Video Programming
and which is provided to multiple Subscribers within the Franchise
Area, and as further defined under Section 602(7) of the Cable Act. Such term does not include:
A.
A facility that serves only to retransmit the television signals
of one or more television broadcast stations;
B.
A facility that serves Customers without using any public right-of-way;
C.
A facility of a common carrier which is subject, in whole or
in part, to the provisions of Subchapter II of the Cable Act, except
that such facility shall be considered a Cable System [other than
for purposes of Section 621(c) 621(c)] to the extent such facility is used in the transmission
of Video Programming directly to Customers, unless the extent of such
use is solely to provide interactive on-demand service; or
D.
Any facilities of any electric utility used solely for operating
its electric utility systems.
CUSTOMER or SUBSCRIBER
A Person or user of the Cable System who lawfully receives
Cable Service therefrom with the Grantee's express permission.
FCC
The Federal Communications Commission, or successor governmental
entity thereto.
FRANCHISE
The initial authorization, or renewal thereof, issued by
the Franchising Authority, whether such authorization is designated
as a franchise, agreement, permit, license, resolution, contract,
certificate, ordinance or otherwise, which authorizes the construction
and operation of the Cable System.
FRANCHISE AREA
The present legal boundaries of the Town of Milton, as of
the Effective Date, and shall also include any additions thereto,
by annexation or other legal means.
FRANCHISING AUTHORITY
The Town of Milton, Delaware, or the lawful successor, transferee,
designee, or assignee thereof.
GRANTEE
Comcast of Delmarva, LLC, or its lawful assignee, as provided in §
A223-9 of this Agreement.
GROSS REVENUE
Revenue derived by the Grantee from the operation of the
Cable System in the Franchise Area to provide Cable Service, calculated
in accordance with generally accepted accounting principles ("GAAP").
Gross Revenue includes monthly basic cable, premium and pay-per-view
video fees, revenue from advertising and home shopping, installation
fees and subscriber equipment rental fees. Gross Revenue shall not
include program launch support payments, refundable deposits, late
fees, or investment income, nor any taxes, franchise fees, or other
fees or assessments imposed or assessed by any governmental authority.
Gross Annual Revenues shall not include actual bad debt that is written
off, consistent with generally accepted accounting principles; provided
however, that all or any part of any such actual bad debt that is
written off, but subsequently collected, shall be included in the
Gross Annual Revenues in the period so collected.
PERSON
Any natural person or any association, firm, partnership,
joint venture, corporation, or other legally recognized entity, whether
for profit or not for profit, but shall not mean the Franchising Authority.
PUBLIC WAY
The surface of, and the space above and below, any public
street, highway, freeway, bridge, land path, alley, court, boulevard,
sidewalk, way, lane, public way, drive, circle, park or other public
right-of-way, including, but not limited to, public utility easements,
dedicated utility strips, or easements dedicated for compatible uses
and any temporary or permanent fixtures or improvements located thereon
now or hereafter held by the Franchising Authority in the Franchise
Area, which shall entitle the Grantee to the use thereof for the purpose
of installing, operating, repairing, and maintaining the Cable System.
"Public Way" shall also mean any easement now or hereafter held by
the Franchising Authority within the Franchise Area for the purpose
of public travel, or for utility or public service use dedicated for
compatible uses, and shall include other easements or rights-of-way
as shall within their proper use and meaning entitle the Grantee to
the use thereof for the purposes of installing, operating, and maintaining
the Grantee's Cable System over poles, wires, cables, conductors,
ducts, conduits, vaults, manholes, amplifiers, appliances, attachments,
and other property as may be ordinarily necessary and pertinent to
the Cable System.
STANDARD INSTALLATION
The standard one-hundred-fifty-foot aerial drop connection
to the existing distribution system.
TOWN
The Town of Milton, Delaware, or the lawful successor, transferee,
designee, or assignee thereof.
VIDEO SERVICE PROVIDER or VSP
Any entity using the public rights-of-way to provide multiple
Video Programming services to Subscribers, for purchase or at no cost,
regardless of the transmission method, facilities, or technology used.
A VSP shall include but is not limited to any entity that provides
cable services, multichannel multipoint distribution services, broadcast
satellite services, satellite-delivered services, wireless services,
and Internet-Protocol-based services.
The Franchising Authority agrees that if the Franchising Authority
should grant any other Video Service Provider a right to operate inside
the Town limits, and any terms or conditions contained in that agreement
are, individually or in the aggregate, more favorable or less burdensome
to such Video Service Provider than those applied to the Grantee in
this Agreement, then the Grantee may request that the terms and/or
conditions of this Agreement be modified to substantially conform
to those terms and/or conditions, and the Franchising Authority shall
not unreasonably deny such modifications to this Agreement. If the
Town shall hereafter authorize or permit any other Video Service Provider
to construct, own, operate or maintain any other system to provide
multiple Video Programming services to Subscribers within any area
of the Town then served by the Grantee's system, then the Town
shall expressly require such Video Service Provider to indemnify and
hold harmless the Grantee from and against any and all inspection,
make-ready, construction, rearrangement, relocating underground facilities,
etc., in connection with such other Video Service Provider's
construction, ownership, operation or maintenance of such other system
in the Town.
Performance bond. Within 30 days of the Effective Date of this
Agreement, the Grantee shall post a performance bond in the amount
of $15,000 as surety for the faithful performance and discharge by
the Grantee of all obligations imposed by this Franchise Agreement.
The performance bond shall remain in force and effect throughout the
term of this Franchise Agreement. If the Grantee fails to timely pay
franchise fees, the Franchising Authority shall give the Grantee 20
business days' notice of its intent to draw the amount owed from
the performance bond. The Franchising Authority may not draw from
the performance bond while any action, appeal or other process has
been instituted by the Grantee to challenge the amount owed.