Borough of Columbia, PA
Lancaster County
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Table of Contents
Table of Contents
[HISTORY: Adopted by the Borough Council of the Borough of Columbia 9-13-2004 by Ord. No. 741.[1] Amendments noted where applicable.]
[1]
Editor's Note: This ordinance also superseded former Ch. A226, Cable Television Franchise, adopted 8-29-1988 by Ord. No. 611 (Appendix Part IV of the 1971 Code).
For purposes of this ordinance, the following capitalized terms, phrases, words and abbreviations shall have the meanings ascribed to them in the Cable Communications Policy Act of 1984, as amended, 47 U.S.C. §§ 521 through 573 (the "Cable Act") or Federal Communications Commission ("FCC") regulations, unless otherwise defined herein. References to FCC rules and regulations in this agreement are made to current rules and regulations, as hereafter modified, amended or adopted. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number and words in the singular number include the plural number. The word "shall" is always mandatory.
AFFILIATE
When used in relation to Comcast, another person who or which owns or controls, is owned or controlled by or is under common ownership or control with Comcast. For the purposes hereof, the words "owns," "owned" and "common ownership" shall mean a direct or indirect stock, partnership, membership or other equity interest of 25% or more.
BASIC CABLE or BASIC SERVICE
Any service tier which includes the retransmission of local television broadcast channels.
BOROUGH
The Borough of Columbia; Lancaster County, Pennsylvania, or the lawful successor, transferee or assignee thereof.
BOROUGH COUNCIL
The Council of the Borough.
CABLE ACT
The Communications Act of 1934 (47 U.S.C. §§ 521 through 561), as amended by the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996, as now enacted or as hereafter further amended.
CABLE OPERATOR
Any person or group of persons:
A. 
Who provides cable service over a cable system and directly or through one or more affiliates owns a significant interest in such cable system; or
B. 
Who otherwise controls or is responsible for, through any arrangement, the management and operation of such a cable system.
A. 
The one-way transmission to subscribers of video programming or other programming service; and
B. 
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 a community, but 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 subscribers without using any public right or right-of-way;
C. 
A facility of a common carrier which is subject, in whole or in part, to 47 U.S.C. §§ 201 through 276, except that such facility shall be considered a cable system [other than for purposes of 47 U.S.C. § 541(c)] to the extent such facility is used in the transmission of video programming directly to subscribers, unless the extent of such use is solely to provide interactive on-demand services;
D. 
An open video system that complies with 47 U.S.C. § 573; or
E. 
Any facilities of any electric utility used solely for operating its electric utility system.
COMCAST
Comcast of Southeast Pennsylvania, Inc.
EFFECTIVE DATE
The date this agreement becomes binding upon all parties hereto pursuant to the terms hereof.
FCC
The Federal Communications Commission or the successor governmental entity thereto.
FRANCHISE
The authorization, or renewal hereof, issued by the Franchising Authority as provided by this ordinance, whether such authorization is designated as a franchise, permit, license, resolution, contract, certificate, agreement or otherwise, which authorizes the operation, construction or operation of a cable system.
FRANCHISING AUTHORITY
The Borough.
GRANTEE
Comcast of Southeast Pennsylvania, Inc.
GROSS REVENUE and GROSS REVENUES
All revenue received by Comcast from the operation of the cable system to deliver cable services in the Borough by Comcast, including, but not limited to, subscription fees, subscriber equipment sales or rentals, premium services, fees from each cable programming tier, digital service fees, change-in-service fees, additional set and outlet fees, converter fees, remote fees, late fees, NSF check charges, installation and service fees and charges, disconnection fees, pay-per-view fees, fees for any and all music services, video-on-demand, commissions or revenues from home shopping channels, any and all local advertising revenues (excluding agency commissions, including national, regional and local advertising received by the area system), and revenue received from leased access. These items shall be paid to the Borough whether they are incurred directly by Comcast or by an affiliate of Comcast that offers cable service over the cable system.
PERSON
An individual, partnership, association, firm, joint-stock company trust, corporation or governmental entity.
PUBLIC WAY and PUBLIC RIGHTS-OF-WAY
The surface of, and the space below, any public street, highway, turnpike, bridge, land path, alley, court, boulevard, sidewalk, parkway, way, lane, public way, drive, circle or other public right-of-way, including public utility easements, dedicated utility strips or rights-of-way dedicated for compatible uses, and any temporary or permanent fixtures or improvements located thereon now or hereafter held by the Borough in the service area which shall entitle the Borough and Comcast to the use thereof for the purpose of installing, operating, repairing and maintaining the cable system. Public way and public rights-of-way shall also mean any easement now or hereafter held by the Borough within the service 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 Borough and Comcast to use thereof for the purpose of installing, operating, maintaining or repairing such cable system over poles, wires, cables, conductors, ducts, conduits, pedestals, vaults, manholes, amplifiers, appliances, attachments and other property as may be ordinarily necessary and pertinent to the cable system.
SCHOOL DISTRICT
The Columbia Borough School District in Lancaster County, Pennsylvania.
SERVICE AREA
The present municipal boundaries of the Borough, and shall include any additions thereto by annexation or other legal means.
SERVICE TIER
A category of cable service or other similar services provided by Comcast and for which a separate rate is charged by Comcast.
STREET OR HIGHWAY
All public rights-of-way and public grounds or waters within or belonging to the Borough, including but not limited to streets, avenues, highways, boulevards, concourses, driveways, bridges, tunnels, parks, parkways, waterways, docks, bulkheads, wharves, piers and alleys.
SUBSCRIBER
A member of the general public who lawfully receives video programming distributed by a cable television system and does not further distribute it.
SYSTEM
The cable system which has been and is to be constructed, operated, repaired and maintained by Comcast in the Borough.
VIDEO PROGRAMMING
Programming provided by, or generally considered comparable to programming provided by, a television broadcast station.
Subject to all of the terms, covenants and provisions of this ordinance and in consideration of the faithful performance and observance of the conditions and reservations herein specified, the Borough hereby grants to Comcast a nonexclusive franchise right, privilege, authority and easement to erect, construct, operate and maintain in, upon, along, across, above, over and under streets, alleys, public ways and public places now laid out or dedicated and all such extensions thereof and additions thereto in the Borough, and public utility rights-of-way and easements to which the Borough is empowered to grant such rights thereto; all poles, wires, cables, underground conduits, manholes and other television conductors and fixtures necessary for the maintenance and operation of a cable system, for the interception, sale, transmission and distribution of television programs and other audio visual electrical signals and the right to transmit the same to the persons of the Borough, on the terms and conditions hereinafter set forth. The Borough expressly reserves the right to grant similar use of said streets, alleys, public ways, rights-of-way, easements and public places to any person at any time during the term of this agreement.
A. 
Term of franchise.
(1) 
Upon continuing full, complete and faithful performance by Comcast of the terms of this agreement, and unless sooner terminated in accordance with other provisions of this agreement, the permission herein granted shall commence on the effective date as hereinafter set forth and shall expire on September 26, 2019.
(2) 
Comcast has the option of extending this franchise agreement for additional periods of five years, unless either Comcast or the Borough provides the other party not less than one year's written notice of the intent not to extend this agreement. Upon extension of this agreement, Comcast shall provide the Borough with a letter setting forth the new expiration date.
B. 
Effective date. The Borough shall promptly notify Comcast in writing of the date that the ordinance is finally passed and adopted, as well as the date by which a written acceptance is required to be filed. Comcast shall file a written acceptance of this ordinance with the Borough Manager of the Borough within 20 days after the passage and final adoption of this ordinance by Borough Council. Subject to the filing of the written acceptance by Comcast, the effective date of this ordinance shall be the date of acceptance and approval by Comcast.
C. 
Franchise area. The franchise granted herein is for the present territorial limits of the Borough and for any areas henceforth added thereto during the term of this franchise.
A. 
Use of streets, pole attachments.
(1) 
In accordance with existing Borough Code and regulations, Comcast shall first obtain the approval of the appropriate Borough officials prior to commencing any construction in the streets, alleys, public grounds or places of the Borough.
(2) 
Comcast's rights and privileges shall be subject to any prior lawful use or occupancy of the streets or other public property and shall not be so used as to interfere with existing improvements or with new improvements the 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 any equipment or facilities of Comcast shall interfere with such improvement, existing or intended to be made by the Borough, Comcast shall, upon notice from the Borough, forthwith relocate said equipment and facilities at Comcast's expense so as to eliminate said interference.
(3) 
Except in cases of emergency, Comcast shall not open or disturb the surface of any street, sidewalk, driveway or public place for any purpose without first having obtained a permit to do so from the Borough and, where applicable, any other state or local government or agency.
(4) 
Nothing in this agreement or any franchise granted hereunder shall authorize Comcast to erect and maintain in the Borough new poles where existing poles are servicing the area. In accordance with existing Borough regulations, Comcast shall obtain permission from the appropriate Borough officials before erecting any new poles or underground conduit where none exists at the time Comcast seeks to install its network.
(5) 
In case of disturbance of any streets, sidewalk, alley, public way or paved area, Comcast shall, at its own cost and expense and in a manner approved by the Borough Engineer, replace and restore such street, sidewalk, alley, public way or paved area to the same or similar condition as existed prior to the disturbance and in accordance with any state or local law, rule or regulation governing street openings and repairs.
(6) 
If at any time during the period of this ordinance the Borough shall lawfully elect to alter or change the grade or alignment or routing of any street, sidewalk, alley or other public way, Comcast, upon reasonable notice by the Borough, shall remove, relay and relocate its poles, wires, cable, underground conduits, manholes and other fixtures at its own expense.
(7) 
Any poles or other fixtures placed in any public way by Comcast shall be placed in such a manner as not to interfere with the usual travel on such public way.
(8) 
Comcast shall, at 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, provided Comcast is given not less than 10 days' advance written notice and the person so making the request reimburses Comcast for its reasonable costs in so raising or lowering its wires.
(9) 
Comcast shall at all times keep on file true and accurate as-built maps or plats of all existing facilities located in Borough streets and a list of educational, community and municipal buildings to which special services are being provided, which shall be made available to the Borough upon 15 days' written request, or sooner under exigent circumstances. Copies will be made available via hard copy within 60 days of completion of any system upgrade.
(10) 
Construction and maintenance of the cable system shall be in compliance with all ordinances, rules, regulations or orders now in effect or hereinafter issued by the Borough and by any federal or state commission or any other public authority and, as to pole attachments, utility joint attachment practices.
(11) 
All installations of equipment shall be durable, of a permanent nature and installed in accordance with current best cable system engineering practices and appropriate codes. Comcast shall comply with all laws, rules, regulations and manufacturers' standards and installation specifications heretofore or hereafter enacted or established, including, but not limited to, those concerning street work, street excavation and the use, removal and relocation of property within a street.
(12) 
All cables and wires shall be installed parallel with existing telephone and electric wires whenever possible. Multiple cable configurations shall be arranged in parallel and bundled in accordance with engineering and safety considerations as mandated by all ordinances, rules, regulations or orders now in effect or hereafter issued by the Borough and by any federal or state commission or any other public authority and, as to pole attachments, utility joint attachment practices. All installations shall be underground in those areas of the Borough where public utilities providing both telephone and electric service are underground at the time of installation. In areas where either telephone or electric utility facilities are above ground at the time of installation, Comcast may install its service above ground.
(13) 
The Borough specifically reserves the right to vacate any right-of-way notwithstanding the existence of cable system construction, equipment or service lines within any such right-of-way. In the event any such right-of-way is so vacated, Comcast, at its own cost and expense, shall obtain and provide other means of providing cable service to subscribers.
B. 
Installation of cable service. All installation of cable service shall be performed in a workmanlike manner, using materials of good and durable quality with due regard to the preservation and protection of existing structures.
C. 
Trimming of trees and shrubbery.
(1) 
Comcast shall have the authority to trim trees or other natural growth overhanging any of its cable system in the franchise area so as to prevent contact with Comcast's wires, cables or other equipment. All such trimming shall be done at Comcast's sole cost and expense. Comcast shall be responsible for any damage caused by such trimming.
(2) 
Comcast shall comply with Chapter 202 of the Borough's Code, specifically §§ 202-12, 202-15, 202-16, 202-18, 202-20, 202-21 and 202-23.
A. 
Emergency communications. Comcast shall comply with emergency or disaster notification requirements of the FCC, state and local emergency and disaster agencies, provided that local requirements are consistent with state and federal emergency rules, regulations or obligations. All performance and technical standards governing construction, reconstruction, installation, operation, testing, maintenance and dismantling of the cable system provided herein shall be in accordance with all FCC and other federal, state or local laws, ordinances, rules and regulations.
B. 
Repair notification. Whenever it is necessary to interrupt service for the purpose of making repairs, adjustments or installation, Comcast shall do so at such time as will cause the least amount of inconvenience to subscribers. To that end, Comcast shall use its best efforts to make any repairs, adjustments or installations which do not involve entering private property from 12:00 midnight to 6:00 a.m. The requirements for maintenance of equipment contained in this provision shall not apply to the subscriber's television receiver.
C. 
Refunds and credits. In the event of substandard delivery of video or audio programming or other lawful communication service for any reason, other than force majeure or due to a problem solely caused by a subscriber, or with the prior consent of Borough, and such loss shall continue for a period in duration as set by the nationwide corporate policy of Comcast, or six hours, whichever is less, during any one calendar day, then, upon request of a subscriber, Comcast shall reduce the invoice of that subscriber for the month in which such substandard delivery or loss shall have occurred by the fraction 1/30 multiplied by the number of calendar days during which such substandard delivery or loss greater in duration than as specified herein shall occur.
D. 
Interference. Subject to federal technical standards, Comcast shall at all times operate its cable system so as not to affect or interfere adversely with existing radio and television reception and shall prevent the emission of radiation from the cable system.
E. 
Nondiscrimination of service. Comcast shall serve any person desiring cable service, provided that the subscriber fulfills her financial obligations to Comcast. It is understood that this Subsection E is limited by the terms and conditions of § A226-11A(2). Comcast shall not, as to rates, charges, service facilities, rules, regulations or any other respect, make or grant any preference or advantage to any person nor subject any person to prejudice or disadvantage, providing that nothing in this ordinance and franchise agreement shall be deemed or prohibit the establishment of a graduated scale of charges and classified rate schedules to which any customer coming within such classification might be entitled; provided, however, that any such classification shall be reasonable in nature and based upon substantial evidence of the need for the classifications.
F. 
Removal of cable system and equipment. Subject to federal and state law, Comcast shall remove or cause to be removed from the streets, alleys and public ways of the Borough and from all public property all of the cable system, wires, poles, installations and other of Comcast's equipment of any kind or nature whatsoever which had been installed under the authority of this ordinance and franchise agreement, upon the lawful revocation of this ordinance and franchise agreement, cessation of operations under this ordinance and franchise agreement by Comcast or its successors and assigns or the forfeiture or lawful revocation of this permission under any of the provisions of this ordinance and franchise agreement.
A. 
Compliance with technical standards. Comcast shall comply with the technical standards and requirements contained in Subpart K of Part 76 of the FCC's rules and regulations. Upon written request, Comcast shall furnish the Borough with copies of any reports produced in connection with system performance tests. Comcast shall provide the reports to the Borough within 60 days of receiving the request.
B. 
Books and records. In addition to the rights of inspection and copying otherwise set forth in this agreement or allowed by law, Comcast agrees that the Borough may review such of its books and records, during normal business hours and on a nondisruptive basis at Comcast's principal place of business, as is reasonably necessary to ensure compliance with the terms of this agreement. All information specifically marked by Comcast as proprietary or confidential in nature and furnished to the Borough or its designated representatives shall be treated as confidential in conformity with and subject to such disclosure as may be required by Pennsylvania law. Notwithstanding anything to the contrary, Comcast shall not be required to provide subscriber information in violation of Section 631 of the Cable Act. The Borough and its officially designated representatives agree to treat any such information or records which Comcast reasonably believes would provide an unfair advantage to Comcast's competitors (e.g., system design maps, engineering plans and programming contracts) as confidential and only to disclose the information or records to Borough employees, agents or representatives who have a need to know or in order to enforce the provisions of this agreement. In the event a request is made by an individual or entity not an employee, agent or representative of the Borough or by an employee, agent or representative of the Borough not acting in his or her official capacity for information related to the franchise and marked by Comcast as confidential and/or proprietary, the Borough shall permit Comcast to protect its interest to the extent permitted by law before providing documents or access to documents to the requestor.
Comcast shall make available video programming to subscribers in broad categories.
A. 
Franchise fee.
(1) 
Comcast shall pay to the Borough a franchise fee equal to 5% of gross revenues received by Comcast from the operation of the cable system on an annual basis. For purpose of this section, the twelve-month period applicable under the franchise for the computation of the franchise fee shall be a calendar year, unless otherwise agreed to in writing by the Borough and Comcast. Each payment shall be accompanied by a verified report from Comcast showing the basis for the computation, including a detailed verified statement of the revenues collected during the year and a breakdown by category of revenue. Upon written request of the Borough, Comcast shall provide such additional information or certification as may be reasonably requested.
(2) 
The Borough may increase or decrease the franchise fee upon 60 days' written notice to Comcast, provided that the franchise fee may not exceed the maximum percentage set forth in the Cable Act. In the event that the Act is modified to authorize a franchise fee higher than 5%, the Borough may, in its discretion, request in writing that Comcast calculate and remit the franchise fee based on the revised franchise fee.
B. 
Interest. In the event that any franchise fee or other payment is not made or the requisite documentation and certification is not provided on or before the applicable dates heretofore specified, interest shall be compounded annually and set at the one-year United States Treasury Bill rate existent on the date payment was due. Any amount recomputed to reflect the correct payment due shall bear interest as described from the date such payment was originally due.
C. 
Audit.
(1) 
On an annual basis, upon 30 days' prior written notice given on or prior to September 30 of the year following that for which franchise fees have been paid, the Borough shall have the right to conduct an independent audit of Comcast's records reasonably related to the sources, amounts and computation of gross revenue in accordance with generally accepted accounting principles. Upon written request, Comcast shall make available to the Borough (or its designee) pertinent materials (relating directly to the audit) within 30 days of receipt of the request. The Borough shall have the right to recompute any amounts determined to be payable under this section; provided, however, that such recomputation shall take place within 36 months following the close of the year being reviewed. So long as Comcast does not dispute the additional amount owed as determined by the Borough, any additional amount due to the Borough as a result of the recomputation shall be paid within 30 days following written notice to Comcast by the Borough, which notice shall include an explanation of the recomputation. In the event that said recomputation determines that funds are owed to the Borough in an amount greater than or equal to 10% of the amount paid to the Borough, the cost of the audit and recomputation, at the election of the Borough, shall be borne by Comcast.
(2) 
In the event that Comcast and the Borough do not agree that the amount represents an underpayment, upon the completion of any such audit by the Borough, the Borough shall provide Comcast with a final report, which sets forth the Borough's findings in detail, including any and all substantiating documentation. Comcast shall have 30 days from the receipt of the report to provide the Borough with a written response, including any substantiating documentation. Any finally settled amount(s) due to the Borough as a result of such inspection shall be paid within 30 days from receipt of written notice of the acceptance of such finally settled amount from the Borough. For purposes of this Subsection C, the term finally settled amount(s) shall mean the agreed upon underpayment, if any, to the Borough by Comcast as a result of any such audit.
(3) 
If the parties cannot agree on a final settlement amount, the parties shall submit the dispute to a mutually agreed upon mediator within 60 days of reaching an impasse. In the event an agreement is not reached at mediation, either party may bring an action to have the disputed amount determined by a court of law.
D. 
Rates and charges. Pursuant to the Cable Act and FCC regulations, the Borough may regulate the rates for the provision of basic cable service.
A. 
Violations.
(1) 
If the Borough has reason to believe that Comcast violated any provision of this agreement, it shall notify Comcast, in writing, by certified first class United States mail, postage prepaid, of the nature of such violation and the section of this agreement which it believes has been violated. In its written notice, the Borough shall set forth the specific violation or breach and, if feasible, shall provide Comcast with documentation supporting the claim of violation or breach.
(2) 
Comcast shall have 90 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 90 days due to circumstances outside of Comcast's control, the period of time in which Comcast must cure the violation shall be extended by the Borough, in writing, for such additional time as necessary to complete the cure, provided that Comcast shall have promptly commenced to cure and is diligently pursuing its efforts to cure in the reasonable judgment of the Borough.
(3) 
If the violation has not been cured within the time allowed under Subsection A(2), then Comcast shall be liable for liquidated damages in accordance with Subsection B.
B. 
Liquidated damages.
(1) 
Because Comcast'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 Comcast after notice and an opportunity to cure in accordance with Subsection A in the following amounts, provided Comcast has had an opportunity to cure in accordance with Subsection A(2). Such damages shall not be a substitute for specific performance by Comcast, but shall be in addition to such performance.
(2) 
The first day for which liquidated damages may be assessed, if there has been no cure after the end of the applicable cure period, shall be the day after the end of the applicable cure period, including any extension of the cure period granted by the Borough.
(3) 
In no event may liquidated damages be assessed for a time period exceeding 120 days. If after that amount of time Comcast has not cured or commenced to cure the alleged breach to the satisfaction of the Borough, the Borough may pursue other remedies, including those provided for in this agreement.
(a) 
For failure to comply with technical standards (including, without limitation, § A226-6A herein): $150 per day for each day the violation continues;
(b) 
For failure to provide and maintain cable service: $100 per day for each day the violation continues;
(c) 
For failure to make repairs and restorations: $100 per day for each day the violation continues;
(d) 
For failure to disconnect, relocate or remove equipment: $100 per day for each day the violation continues;
(e) 
For failure to comply with any customer service standards set forth herein: $100 per violation;
(f) 
For failure to cooperate with the right of inspection: $150 per day for each day the violation continues;
(g) 
For failure to submit reports in a timely fashion: $50 per day for each day the violation continues;
(h) 
For failure to provide a performance bond: $100 per day for each day the violation continues;
(i) 
For failure to comply with transfer or renewal provisions: $150 per day for each day the violation continues;
(j) 
For failure to comply with removal of system provision: $150 per for each day the violation continues.
C. 
Performance bond.
(1) 
Comcast shall obtain, at its sole cost and expense, within 30 days of the execution of this franchise, and shall maintain during the franchise term, a performance bond running in favor of the Borough to secure faithful performance by Comcast of any and all obligations under this agreement. Such financial security shall be issued by a bonding company in the form of a surety bond, provided that said bonding company is authorized to conduct such business within the commonwealth. This performance bond, however, shall not limit the liability of Comcast for any failure to perform its obligations under this agreement.
(2) 
The performance bond shall be in the amount of $35,000. Comcast shall not reduce, cancel or change said bond from the requirements set forth herein without the express written consent of the Borough.
(3) 
In the event Comcast seeks to perform a major system upgrade, it shall increase the amount of said performance bond to $100,000 for the duration of the major system upgrade activities. For the purposes of this section, the term "major system upgrade" means construction activities, including replacement of equipment or facilities, undertaken by Comcast to increase the bandwidth of the cable system.
D. 
Revocation.
(1) 
In addition to the other rights, remedies and powers reserved or retained by the Borough under this agreement or otherwise, the Borough reserves the right to forfeit and terminate the franchise and all rights and privileges of Comcast or any successor thereto in the event of a material breach of the terms and conditions of this agreement. In interpreting this agreement, material provisions shall include all provisions labeled as such and all others, which, under all the facts and circumstances indicated, are a significant provision of this agreement. A material breach by Comcast shall include, but is not limited to, the following acts and omissions:
(a) 
Comcast is convicted by a court of competent jurisdiction of any fraud or deceit upon the Borough in its operation of the cable system or any other activities pursuant to this agreement;
(b) 
Comcast seeks, or an involuntary case is brought against Comcast seeking, liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, custodian or other similar official of a substantial part of Comcast's property and such proceeding shall remain undismissed or unstayed for a period of 60 days;
(c) 
Comcast transfers or assigns this franchise, the cable system or any significant portion thereof, or more than 35% of the equitable ownership of the cable system, or a change or transfer of control of the cable system occurs, without the consent of the Borough.
(d) 
Comcast repeatedly fails, after notice and opportunity to cure, to maintain signal quality pursuant to the standards set forth by the FCC.
(e) 
Comcast fails to operate over 25% of the cable system (as determined by linear miles or portions thereof) for a period in excess of 15 consecutive days except when approval of such interruption is obtained from the Borough.
(2) 
The foregoing shall not constitute a violation of a material term or condition if the violation occurs without the fault of Comcast or occurs as a result of circumstances beyond its control. Comcast shall not be in violation of this agreement and no revocation shall be effected if Comcast is prevented from performing its duties and obligations or observing the terms and conditions of this franchise by any acts of God, labor disputes, manufacturers' or contractors' inability to timely provide personnel or material or other causes of like or different nature beyond the control of Comcast. Furthermore, the parties hereby agree that it is not the intention of the Borough to subject Comcast to revocation by the Borough where the violation was a good faith error that resulted in no or minimal negative impact on subscribers within the service area or where strict performance would result in practical difficulties and hardship to Comcast which would outweigh the benefit to be derived by the Borough or subscribers.
(3) 
This franchise shall be revoked in accordance with applicable federal laws and the terms of this ordinance and agreement only by a written decision of the Borough Council of the Borough after an appropriate public hearing affording Comcast due process and full opportunity to be heard, to introduce evidence, to question witnesses and to respond to any notice of grounds to terminate in accordance with federal law. All notice requirements shall be met by providing Comcast at least 60 days' prior written notice, having been served upon Comcast by certified mail, return receipt requested, of any public hearing concerning the proposed revocation of this franchise. Such notice shall state with specificity 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 Comcast of mitigating circumstances or good cause for the existence of such grounds.
A. 
Indemnification. Comcast shall indemnify, defend and hold harmless the Borough, its officers, employees and agents from and against any liability or claims resulting from property damage or bodily injury (including accidental death) which arise out of the construction, operation, maintenance or removal of the cable system, including, but not limited to, reasonable attorneys' fees, provided that the Borough shall give Comcast written notice of its obligation to indemnify the Borough within 10 business days of receipt of a claim or action pursuant to this section. If the Borough determines that it is necessary for it to employ separate counsel, the costs for such separate counsel shall be the responsibility of the Borough.
B. 
Insurance.
(1) 
Comcast shall obtain and maintain in full force and effect throughout the term of this franchise insurance with an insurance company licensed to do business and doing business in the Commonwealth of Pennsylvania. All companies will be required to be rated A-VII or better by A.M. Best or A or better by Standard and Poor's. Comcast shall provide the Borough with proof of such insurance so required at the effective date.
(2) 
Comcast shall obtain and maintain in full force and effect for the duration of this franchise insurance coverage in the following types and minimum amounts:
Type
Amount
Workers' compensation and statutory employers liability
$100,000/$500,000/$100,000
Commercial general (public) liability, to include coverage for the following where the exposure exists:
Combined single limit for bodily injury and property damage: $5,000,000 per occurrence or its equivalent
Premises operations
Independent contractors
Products/completed operations
Personal injury
Contractual liability
Explosion, collapse, and underground property damage
Comprehensive automobile insurance to include coverage for loading and unloading hazards for:
Combined single limit for bodily injury and property damage: $1,000,000 per occurrence or its equivalent
Owned/leased automobiles
Nonowned automobiles
Hired automobiles
(3) 
Upon written request, the Borough shall receive, without expense, copies of certificates of insurance evidencing the coverages and the amounts stated above.
(4) 
Comcast agrees that with respect to the above-required insurance, all insurance certificates will contain the following required provisions:
(a) 
Name the Borough and its officers, employees, Council members and elected representatives as additional insured parties (as the interests of each insured may appear) as to all applicable coverages (except workers' compensation);
(b) 
Provide an endorsement stating the following: "Should any policies of insurance be canceled, non-renewed, reduced in coverage or changed in a material way before the expiration date of said policies of insurance, the issuer shall deliver 30 days' advance written notice to the Borough."
A. 
Service to be provided.
(1) 
Cable service shall be made available to substantially all individual dwellings, residences, institutions, organizations and all other entities within the limits of the Borough, in accordance with the provisions of this agreement and all laws governing the rights of privacy and passage.
(2) 
Comcast shall offer cable service to all residential dwellings, institutions, organizations and all other entities where there is a density of 25 homes per aerial mile and are within 125 feet of the feeder line. Such standard installations shall be implemented within seven business days after an order has been placed.
(3) 
Each subscriber shall be offered cable service on a uniform, nondiscriminatory basis.
(4) 
All cable equipment shall be removed from a subscriber's property when so requested by a subscriber in accordance with law.
(5) 
Cable, whether underground or aerial, shall conform to the various other ordinances in effect within the Borough pertaining to construction so long as such ordinances do not conflict with the terms of this agreement.
(6) 
The system shall be designed for reliable operation 24 hours per day and shall ensure that service impairment or interruption occurs only for good cause. Interruptions of service shall be for the shortest times possible.
(7) 
Comcast shall maintain a local business or customer service center within 50 miles of the Borough, and such offices shall be open for business during normal business hours (as defined in § A226-12A below). Additionally, Comcast shall have a publicly listed telephone number by which persons can communicate with Comcast.
(8) 
Comcast shall build its cable system so that it is capable of providing service to subscribers located along a public way. Installation of a cable drop line will be provided by Comcast at its then prevailing charge, except as provided below under the following circumstances:
(a) 
Where the drop to the subscriber location is more than 125 feet in length or, if buried, when adverse terrain or other unusual conditions are encountered, in addition to the prevailing installation charge, Comcast may charge the subscriber the difference between Comcast's cost of installing a one-hundred-twenty-five-foot drop and the cost of installing a longer drop.
(b) 
Those portions of the service area that do not have the necessary density of 25 potential subscribers per cable mile shall be served by Comcast if the potential subscribers agree to a grant-in-aid of construction. As provided in Subsection A(8)(a) above, Comcast may charge the subscriber the difference between Comcast's cost of installing a one-hundred-twenty-five-foot drop and the cost of installing a longer drop.
(9) 
Comcast shall comply with the Pennsylvania Tenants' Right to Cable Television statute, Title 68, Article V-B, Sections 250.501-B to 250.510-B.
B. 
Service to community facilities.
(1) 
Comcast shall provide without charge one outlet of basic and standard (nonpremium) cable service (i.e., basic service exclusive of premium channels), including the requisite converter box or other requisite equipment for signal reception, to all municipal buildings listed in Attachment A[1] hereto, all public libraries and all public and private schools receiving funding pursuant to Title I of the Elementary and Secondary Education Act of 1965, 20 U.S.C. § 6301 et seq., as amended, not including home schools, that are located in service area.
[1]
Editor's Note: Attachment A is included as an attachment to this chapter.
(2) 
Comcast shall also provide without charge one outlet for cable modem Internet access service to the Borough's administration building, all public libraries and all public and private schools receiving funding pursuant to Title I of the Elementary and Secondary Education Act of 1965, 20 U.S.C. § 6301 et seq., as amended, not including home schools, that are located in the service area.
(3) 
With respect to the complimentary services described in Subsections B(1) and (2) above, Comcast shall not be required to provide an outlet to such buildings where the drop line from the feeder cable to such premises exceeds 150 feet of cable, unless the Borough agrees to pay the difference between Comcast's cost of installing a one-hundred-fifty-foot drop and the cost of installing a longer drop. In the event more than one outlet is provided to such buildings, the Borough shall pay the standard installation and service fees associated therewith.
(4) 
At any time after the effective date of this agreement, the Borough may provide a business plan for educational or governmental ("E/G") access services that includes at a minimum: provision for management, personnel, production schedules, production location, equipment lists, maintenance, documentation of community interest and a three-month estimated usage plan including but not limited to five consecutive hours a day, five days a week of nonrepeated, noncharacter-generated programming. Upon mutual agreement to and acceptance of the plan, Comcast will make available channel capacity of access use or programming. The Borough will provide at least 12 months' prior notice to Comcast of its intent to submit a business plan for E/G access so that Comcast may make appropriate arrangements regarding municipal use of channel space.
(5) 
The E/G channel shall be used for noncommercial community programming related to educational and/or governmental activities. The Borough shall have complete control over the content, scheduling, administration and all other aspects of E/G channel. Comcast shall have no control over or responsibility for the content of E/G access cablecast programming.
(6) 
Comcast shall not move or otherwise relocate the channel positions of the E/G channel once established, without 30 days' written notice to the Borough, the School District and subscribers.
(7) 
The E/G channel shall be maintained, managed and coordinated by the Borough's designee, including but not limited to the School District.
A. 
Office hours. Comcast's local business office shall be open during normal business hours. The term "normal business hours" shall mean those hours during which most similar businesses in the community are open to serve customers. In all cases, normal business hours must include some evening hours at least one night per week and/or some weekend hours.
B. 
Telephone access. In accordance with 47 C.F.R. § 76.309(c)(1)(i), Comcast 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. 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.
C. 
Answering time. In accordance with 47 C.F.R. § 76.309(c)(1)(ii), 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. The term "normal operating conditions" means those service conditions which are within the control of Comcast. Those conditions which are not within the control of Comcast include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages and severe or unusual weather conditions. Those conditions which are ordinarily within the control of Comcast include, but are not limited to, special promotions, pay-per view events, rate increases, regular peak or seasonal demand periods and maintenance or upgrade of the cable system.
D. 
Busy signals. In accordance with 47 C.F.R. § 76.309(c)(1)(iv), under normal operating conditions, the customer shall receive a busy signal less than 3% of the time.
E. 
Equipment. In accordance with 47 C.F.R. § 76.309(c)(1)(iii), Comcast shall not be required to acquire equipment or perform surveys to measure compliance with the telephone answering requirements above unless a historical record of complaints indicates a clear failure to comply.
F. 
Installation and service calls.
(1) 
Comcast shall maintain a competent staff of employees sufficient to provide adequate and prompt service to its subscribers.
(2) 
In accordance with 47 C.F.R. § 76.309(c)(2)(i), standard installations will be performed within seven business days after an order has been placed. "Standard installations" are those that are located up to 125 feet from the existing distribution system.
(3) 
In accordance with 47 C.F.R. § 76.309(c)(2)(ii), excluding conditions beyond its control, Comcast shall begin working on service interruptions promptly and in no event later than 24 hours after the interruption becomes known. The term "service interruption" shall mean the loss of picture or sound on one or more cable channels. All other service calls not affecting public health, safety or welfare shall be commenced within a maximum of 48 hours after notice to Comcast or scheduled at the convenience of the customer.
(4) 
In accordance with 47 C.F.R. § 76.309(c)(2)(iii), upon scheduling of appointments with the customer for installations, service calls and other activities, Comcast shall provide the customer with either a specific time or an appointment window of a maximum of four hours during normal business hours. Comcast may schedule service calls and installation activities outside of normal business hours for the express convenience of the customer.
(5) 
In accordance with 47 C.F.R. §§ 76.309(c)(2)(iv) and (v), Comcast may not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment. If a cable operator representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, the customer will be contacted. The appointment will be rescheduled, as necessary, at a time which is convenient for the customer.
G. 
Notices.
(1) 
In accordance with 47 C.F.R. § 76.1602(b), Comcast shall provide written information on each of the following areas at the time of installation of service, at least annually to all subscribers, and at any time upon request:
(a) 
Products and services offered;
(b) 
Prices and options for programming services and conditions of subscription to programming and other services;
(c) 
Installation and service maintenance policies;
(d) 
Instructions on how to use the cable service;
(e) 
Channel positions of programming carried on the cable system;
(f) 
Billing and complaint procedures, including the Borough's address and telephone number.
(2) 
In accordance with 47 C.F.R. § 76.1603(b), Comcast shall notify all subscribers of any changes in rates, programming services or channel positions as soon as possible in writing. Notice must be given to subscribers a minimum of 30 days in advance of such changes if the change is within the control of Comcast.
(3) 
Comcast shall also provide written notice to a subscriber of any increase in the price to be charged for the basic service tier or associated equipment at least 30 days before any proposed increase is effective. The notice shall include the Borough's name and address.
(4) 
Comcast shall maintain such files as required by the FCC to make available to the public containing all written notices provided to subscribers pursuant to the requirements contained herein.
(5) 
Comcast shall provide sample bills showing the cost to the subscriber of each service tier package, including the franchise fee, to the Borough upon written request.
H. 
Billing.
(1) 
Bills shall be clear, concise and understandable and will be itemized in accordance with FCC or other federal and state requirements.
(2) 
Comcast shall include on the face of each bill the name of the municipality to which each subscriber is assigned by Comcast.
(3) 
Comcast shall provide bill payment facilities at its local business office to accept such payments at least during normal business hours.
(4) 
With respect to advance billing, late fees and the collection of past due debts owed to it by subscribers, Comcast may exercise its rights under applicable law.
I. 
Customer complaint procedures. Comcast shall establish clear written procedures for resolving all customer complaints, which shall include at least the following:
(1) 
Comcast shall provide the customer with a response to a written complaint addressed to the local Comcast office within 15 days of its receipt. Such response shall include the results of its initial inquiry into the subject matter of the complaint and either its decision based on those results or its need to perform further investigation into the complaint.
(2) 
If the Borough is contacted directly about a customer complaint, it shall promptly refer the customer to Comcast.
(3) 
Any subscriber who, in good faith, disputes all or part of any bill sent by Comcast has the option of withholding the disputed amount without finance charges until Comcast has investigated the dispute in good faith and has made a determination that the amount is owed provided that:
(a) 
The subscriber provides a written complaint to Comcast in a timely fashion and includes identifying information;
(b) 
The subscriber pays all undisputed charges; and
(c) 
The subscriber cooperates in determining the appropriateness of the charges in dispute.
(4) 
Comcast shall maintain a record of customer trouble calls received by Comcast that have generated a service response action in the Borough. Upon written request, Comcast shall make available to the Borough a copy of such records. Comcast agrees to maintain such records for at least 36 months from the date of receipt.
J. 
Disconnection. Comcast may disconnect or terminate a subscriber's service for cause:
(1) 
If at least 30 days have elapsed from the due date of the bill in which subscriber has failed to pay; and
(2) 
If Comcast has provided at least 10 days' written notice to the affected subscriber prior to disconnection, specifying the effective date after which cable services are subject to disconnection; and
(3) 
If there is no pending written dispute regarding the bill to which Comcast has not issued a final decision in writing; or
(4) 
If at any time and without notice Comcast determines in good faith that subscriber has tampered with or abused Comcast's equipment or services or is engaged in theft of cable service.
K. 
Damaged or lost equipment. In the event that a subscriber is unable to provide documentation to substantiate that a converter or other equipment was stolen or destroyed by fire, Comcast shall be entitled to assess a replacement cost for the equipment. In the event that a subscriber supplies Comcast with a police or fire report which evidences that the loss of the equipment resulted from theft or fire, Comcast may waive any charges.
L. 
Privacy.
(1) 
Comcast shall respect 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. Comcast shall at all times comply with the privacy provisions of Section 631 of the Cable Act and all other applicable federal privacy laws and regulations.
(2) 
All references in this Subsection L are subject to the provisions of P.L. 107-56 (October 26, 2001), Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, known as the "USA Patriot Act."
(3) 
C. Upon a request by a subscriber, Comcast shall make available for inspection at a reasonable time and at its principal place of business all personal subscriber information that Comcast maintains regarding said subscriber. Comcast 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.
A. 
Nontransferability. The franchise herein granted is personal to Comcast. It cannot be transferred, leased, assigned or disposed of as a whole, or in part, either by sale of stock, forced sale, merger, consolidation, change in control of Comcast or otherwise without the prior written consent of the Borough expressed by ordinance and then only under such conditions as may be therein prescribed.
B. 
Consent. Comcast shall make written application to the Borough for the Borough's consent described in Subsection A above. As part of such application, Comcast shall provide the Borough with all information required by FCC Form 394. No such consent shall be required for a transfer in trust, by mortgage, hypothecation or by assignment to a financial institution of any rights, title or interest of Comcast in the cable system or in the franchise in order to secure indebtedness or a transfer to an entity owned and/or controlled by Comcast Corporation.
C. 
Foreclosure. Any foreclosure or judicial sale of all, or any part, of the cable system shall be considered a default under this agreement. Initiation of any such proceedings shall be treated as a notification of a change of control of Comcast.
D. 
Effect of consent. The consent of the Borough to any transferor assignment or change of control described above shall be provided only after a timely public hearing before the Borough Council of the Borough. Comcast shall be given notice of any such public hearing, and Comcast shall be afforded an opportunity to be heard at any such hearing.
E. 
Effective date of transfer. Any consent by the Borough for any transfer or assignment or change of control 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.
F. 
Termination. The Borough shall have the right to terminate this franchise 120 days after the election or appointment of a receiver or trustee to take over and conduct the business of Comcast, whether in receivership, reorganization, bankruptcy or other similar action or proceedings, unless such receivership or trusteeship shall have been vacated prior to the expiration of the 120 days or unless:
(1) 
Within 120 days after the election or appointment such receiver or trustee shall have fully complied with all provisions of this agreement and remedied all defaults thereunder; and
(2) 
Within said 120 days such receiver or trustee shall have executed an agreement, duly approved by the court having jurisdiction in the premises, whereby such receiver or trustee assumes and agrees to be bound by each and every provision of this agreement.
Unless expressly otherwise agreed between the parties, every notice or response to be served upon the Borough or Comcast shall be in writing and shall be deemed to have been duly given to the required party five business days after having been posted in a properly sealed and correctly addressed envelope by certified first class or registered mail, postage prepaid, at a post office or branch thereof regularly maintained by the United States Postal Service. The notices or responses to the Borough shall be addressed as follows: Columbia Borough, Attention: Borough Manager, 308 Locust Street, Columbia, PA 17512, and to Comcast, Attention: General Manager, 1131 South Duke Street, Lancaster, PA 17602; with a copy to Comcast, Attention: Government Relations Department, 1500 Market Street, Philadelphia, PA 19102.
A. 
Headings. The headings to sections contained herein are intended solely to facilitate the reading thereof. Such headings shall not affect the meaning or interpretation of the text therein.
B. 
Compliance with applicable laws and ordinances. Comcast shall, at all times during the term of this agreement, be subject to the exercise of the police power by the Borough and to such other lawful ordinances, rules and regulations as the Borough shall hereafter adopt. Comcast shall comply with all ordinances, codes, statutes, rules and regulations of the Borough of Columbia to the extent they are not contrary to the terms of this agreement, the County of Lancaster, the Commonwealth of Pennsylvania and the United States of America which are now in effect or hereafter enacted.
C. 
Actions of the parties. In any action by Comcast and the Borough or any representative thereof mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious and timely manner.
D. 
Americans with Disabilities Act. Comcast recognizes and will abide by the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq., and the Pennsylvania Human Relations Act, 43 P.S. § 951 et seq.
E. 
Waiver.
(1) 
No course of dealing between the Borough and Comcast nor the failure of the Borough to enforce or to timely enforce any provision of this agreement or any federal, state or local law, code, ordinance, rule or regulation shall be deemed to be a waiver of or acquiescence in the actions of Comcast in contravention of that or any other provision, law, code, ordinance, rule or regulation.
(2) 
No course of dealing between the Borough and Comcast nor the failure of Comcast to enforce or to timely enforce any provision of this agreement or any federal, state or local law, code, ordinance, rule or regulation shall be deemed to be a waiver of or acquiescence in the actions of the Borough in contravention of that or any other provision, law, code, ordinance, rule or regulation.
(3) 
Any waiver of any provision of this agreement or federal, state or local law, code, ordinance, rule or regulation shall be in writing and operate only as a waiver as expressed in such writing and shall not be of any other force or effect.
F. 
Additional miscellaneous provisions.
(1) 
This franchise is subject to all orders, rules and/or regulations of the FCC or other federal or state agencies applicable to a cable system and such other orders, rules and/or regulations as any such agency or agencies may from time to time adopt.
(2) 
If any section, sentence, paragraph, term or provision of this agreement or ordinance is determined to be illegal, invalid or unconstitutional by any court of competent jurisdiction or by any federal or state regulatory agency having jurisdiction thereof, such determination shall have no effect on the validity of any other section, sentence, paragraph, term or provision thereof, all of which shall remain in full force and effect for the term of this agreement.
(3) 
The effective date of this agreement shall be the date of ordination and enactment of the agreement by ordinance duly adopted by the Borough Council.
(4) 
This written instrument contains the entire agreement between the parties, supersedes all prior agreements, ordinances or proposals except as specifically incorporated herein and cannot be changed without written amendment approved by both the Borough and Comcast.
(5) 
When the sense so requires, words of any gender used in this agreement shall be held to include any other gender, and words in the singular shall be held to include the plural, and vice versa.
(6) 
Level playing field. If the Borough grants an additional franchise ("additional franchise") for construction and operation of a cable system or open video system ("OVS"), such additional franchise(s) cannot impose material obligations which are more favorable or less burdensome than those contained in this agreement or impair Comcast's ability to perform its commitments under this agreement. Such material obligations are limited to the following: Comcast's obligations under this agreement to pay a franchise fee; Comcast's obligations under this agreement to meet system requirements; Comcast's obligations under this agreement to provide PEG channel or support; and Comcast's obligations to meet build-out, construction and equipment standards specified herein. In the event this franchise is renewed and the Borough seeks to impose additional obligations upon Comcast and if such obligations are more burdensome and less favorable than those contained in the additional franchise(s) with the Borough, the Borough shall take into account any additional franchise(s) previously granted and find that the proposed additional obligations in the renewal are reasonable under Section 626 of the Cable Act, taking into account the costs and burden of meeting such noncomparable obligations and the benefits which the additional franchise(s) may have given the Borough.
(7) 
Force majeure. Comcast shall not be held in default under, or in noncompliance with, the provisions of the franchise, nor suffer any enforcement or penalty relating to noncompliance or default (including termination, cancellation or revocation of the franchise), where such noncompliance or alleged defaults occurred or were caused by strike, riot, war, earthquake, flood, tidal wave, unusually severe rain or snow storm, hurricane, tornado or other catastrophic act of nature, labor disputes, failure of utility service necessary to operate the cable system, governmental, administrative or judicial order or regulation or other event that is reasonably beyond Comcast's ability to anticipate or control. This provision also covers work delays caused by waiting for utility providers to service or monitor their own utility poles on which Comcast's cable or equipment is attached, as well as unavailability of materials or qualified labor to perform the work necessary.
(8) 
No third-party beneficiaries. Nothing in this franchise agreement is or was intended to confer third-party beneficiary status on any member of the public to enforce the terms of this franchise agreement.
(9) 
Modification. No provision of this franchise agreement shall be amended or otherwise modified, in whole or in part, except by an instrument, in writing, duly executed by the Borough and Comcast, which amendment shall be authorized on behalf of the Borough through the adoption of an appropriate resolution or order by the Borough, as required by applicable law.
(10) 
Governing law. This franchise agreement shall be deemed to be executed in the Commonwealth of Pennsylvania and shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with the laws of the United States of America and Commonwealth of Pennsylvania, as applicable to contracts entered into and performed entirely within the commonwealth.