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BOROUGH OF CORSICA JEFFERSON COUNTY, PENNSYLVANIA

ORDINANCE NUMBER 56

AN ORDINANCE OF THE BOROUGH OF CORSICA GRANTING A FRANCHISE TO TCI OF PENNSYLVANIA, INC. FOR THE CONSTRUCTION AND OPERATION OF A CABLE SYSTEM.

The Borough of Corsica, hereafter designated as Franchise Authority, Franchising Authority or Borough, having determined tha~ the financial, legal and technical ability of TCI of Pennsylvan1a, Inc., hereafter designated as Grantee is reasonably sufficient to provide services facilities' and . , equ1pment necessary to meet the future cable-related needs of the community, does hereby ordain as follows:

SECTION I Definition of Terms

\ 1.1 Terms. For the purpose of this Ordinance, the I following terms, phrases, words, and abbreviations shall have the

meanings ascribed to them below. When not inconsistent with the 1 context, words used in the present tense include the future

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. tense, words in the plural number include the singular number, and words in the sing~lar number include the plural number:

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"Affiliate" means an entity which owns or controls, is owned or controlled by, or is under common ownership with Grantee.

"Basic Cable Service" means any service tier which includes the retransmission of local signals required to be carried on the Cable System, for which Grantee charges the lowest monthly charge.

11 Cable Act 11 means the Cable Communications Policy Act of 1984, as amended.

"Cable Service 11 means (i) the one-way transmission to subscribers of Video Programming or o~her programming service, .and . (ii) . subscnber interaction, if any, wh1ch lS req~1red for the selection of such Video Programm1ng or other programming service.

e. "Cable System .. means a facility, consisting of a set of closed transmission paths and associated signal generation, reception, and control equipment or other communications equipment that is designed to provide Cable Service and other service to subsc r ibers.

f. 11 FCC" means Federal Communications Commission, or successor governmental entity thereto.

g. "Franchise" shall mean the initial authorization, or renewal thereof, issued by the Franchising Authority, whether such authorization is designated as a franchise, permit, license, resolution, contract, certificate, or otherwise, which authorizes construction and operation of the Cable System for the purpose of offering Cable Service or other service to subscribers.

h. 11 Franchise Authority 11 means the Borough of Corsica, or the lawful successor, transferee or assignee thereof.

i. "Grantee" means TCI of Pennsylvania, Inc., or the lawful successor, transferee or assignee thereof.

j ... Gross Revenues 11 means the month l y Cable Service revenues received by Grantee from subscribers of the Cable Sy,stem for Basic Cable Service and for p.remh.11m t e l e v i s i o n c h a n n e 1 s ; i n c om p u t i n g G r o s s R .. e v. e ri u ,e s , Grantee: shall not include any taxes on Cable Ser·v'i.te . w h i c h a r·e i m p o s e d d i r e c t 1 y o r i n d i r e c t l y o n a n y Sobsc,riber there.of by any governmental unit or a g e n :~Z y , ~: n d w h i c h a· r e c o l l e c t e d by t trt e G r a n t e e o n behalf 9f such governmental unit or agency.

k. "Pe r;;1sO·fl11• means · . ~n individual, partnership,

assi!>~c}a t iX·en, joint stock company, trust corporation, or . g o1v.e r1~\m e,n t a 1 e n·t i .t y • w

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1 • " P ~)!> ·1 .i c ... w.a y11

11' . s h a 11 me an the surface of, a n.d the

s p a ce a1~ ·P v ·~1 ,.: a•t11d · b e l 01W , a n y p u b 1 i c s t r e e t , h 1 g h way fre•eway,:

1, , ''\'~ .r i'~t:.~e, 1 a Ad ·path, alley, co~rt, boul ev~rd,

s i d e w a l ·k , , p a:~n .. k w1a y , way , 1 a n e , p u b 1 1 c w a y , d r 1 v e , circle o~ . other public right-of-way, including public ui il j ty easements, dedicated utility strips or right-of-w·~y dedicated for compatible uses and any temporary or permanent fixtures or improvements

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located thereon now or hereafter held by the Franchise Authority in the Service Area which shall entitle the Franchise Authority and 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 Franchise Authority within the Service Area for the purpose of public travel, or for utility or public service use dedicated for compatible uses, and shall within their proper use and meaning entitle the Franchise Authority and the Grantee to use thereof for the purposes of i nstalling or transmitting Grantee•s Cable Service or other service over poles, wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, compliances, attachments and other property as may be ordinarily necessary and pertinent to the Cable System.

"Service Area" means the present municipal boundaries of the Franchising Authority, and shall include any additions thereto by annexation or other legal means.

11 Subscriberu means a person or user of the Cable System who lawfully receives Cable Services or other service therefrom with Grantee•s expressed permission.

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0. "Video Programming" means programming provided by, j or generally considered comparable to programming 1 provided by, a television broadcast station.

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SECTION II Grant of Franchise

II II 2.1 Grant. The Borough hereby grants to Grantee a

non-exclusive Franchise which authorizes the Grantee to construct and operate a Cable System and offer Cable Service and other

, services in, along, among, upon, across, above, over, under or in ' any manner connected with Public Ways within the Service Area and !I' for that purpose to erect, install, construct, repair, replace,

reconstruct, maintain or retain in, on, over, under, upon, across or along any Public Way and all extensions thereof and additions , thereto, such poles, wires, cables, conductors, ducts, conduits, j vaults, manholes, pedestals, amplifiers, appliances, attachments, and other related property or equipment as may be necessary or appurtenant to the Cable System.

2.2 Term. The Franchise granted pursuant to this Ordinance shall be for an initial term of ten (10) years from the effective date of the Franchise as set forth in Section 2.3, unless otherwise lawfully terminated in accordance with the terms of this Ordinance. This initial term shall be extended by five (5) years through written notice to the Franchising Authority, using certified or registered mail, and delivered thirty-six (36) to thirty (30) months prior to the expiration date of the initial term. Grantee will show that all payments are current, all required construction or improvements are completed and all appropriate insurance is in force.

2.3 Acceptance; Effective Date. This Ordinance shall I be null and void unless within sixty (60} days after the date of

l the enactment of this Ordinance the Grantee has filed with the

II. Franchise Authority its written acceptance of the rights and

privileges hereby granted, agreeing to be bound by all the terms

I! and con d i t i on s here i n imposed ; and upon such acceptance the

provisions hereof shall be deemed a contract between the • Franchise Authority and the Grantee as well as a franchise from

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I the Franchise Authority to the Grantee. The effective date of

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I this Ordinance shall be the date of the Grantee's written 1

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2.4 Non-Exclusive Grant. The right to use and occupy said Public Ways, as defined above, for the purpose herein set forth shall not be exclusive in Grantee. However, the Franchise Authority shall require a Franchise Agreement for any other person or entity, as defined above, engaging in the Cable Service business within any portion of the Borough. Grantee shall receive the benefits of any more favorable terms or conditions enjoyed by another person or entity and otherwise, this Ordinance shall only be amended through mutual consent.

2.5 Replacement of Line Distribution System. Grantee agrees, as a condition of the grant of this Franchise, that it will completely replace and reconstruct the transmission lines and distribution system in the Borough of Corsica. In so doing, the Grantee shall construct, operate and maintain a Cable System 1

having a minimum channel capacity of thirty-five (35) channels. \ Start of construction will occur at the earliest possible date following the effective date of this Ordinance and completion of construction is to occur within twelve (12) months of this same effective date.

While Grantee fully anticipates completion construction as indicated above, circumstances beyond control of

the Grantee can cause delay. In this regar~ •. Grantee sh~ll giv~ immediate wr i tten notice to the Franch1s1ng Author1ty .an indicate the additional time required to complete con~truct1?n. Notification will state an ending date for the extens1on per1od and will clearly state and support t.he. reason fo.r same. Absent further written notice to the Franch1s1ng Author1ty, the Grantee shall be bound by the newly established date.

SECTION III Standards of Service

3.1 Cond1t1ons of Street Occupancy. All transmissiotn and distribution structures, poles, other lines, and equipmen installed or erected by the Grantee pursuant to the terms her:of shall be so located so as to cause a minimum of interference w1th

1 the proper use of Public Ways and with the rights and r:a~onable \ convenience of property owners who own property that adJOlns any I of said Public Ways.

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3 • 2 Restoration of Pub 1 i c Ways • If during the course of Grantee•s construction, operation or maintenance of the Cable System there occurs a disturbance of any Public Way by Grantee, it shall at its expense, replace and restore such Public Way to a condition which existed immediately prior to such disturbance.

3.3 Relocation at of Franchisin Authorit • Upon its receipt of reasona e a vance not1ce, not to e ess

I than five (5) business days, the Grantee shall, at its own 1 expense, protect, support, temporarily disconnect, relocate in

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the Public Way, or remove from Public Way, any property of the J Grantee when lawfully required by Franchising Authority by reason . of traffic conditions, public safety, street abandonment, freeway

11 and street construction, change or establishment of street grade, ,I installation of sewers, drains, gas or water pipes, or any other

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'1 type of structures or improvements by the Franchising Authority; but, the Grantee shall in all cases have the right of abandonment

IJ of its property. If public funds are available to any company II/ using such street, easement or right of way for the purpose of

defraying the cost of any of the foregoing, such funds shall also

l'j· be made available to the Grantee. Should said public fund . reimbursement request to fully compensate Grantee be denied, and

:I should the Franchising Authority and the Grantee be unable to I q agree on an acceptable method and amount of reimbursement, then

1.1 Grantee shall be released from any obligation to provide Cable

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Service to the affected street or area.

shall, 3.4 Relocation at Request of Third PartS. The Grantee

on the request of any person holding a ui 1 ding moving

permit issued by the Franchising Authority, temporarily raise or lower its wires to permit the moving of such building, provided: (a) the expense of such temporary raising or lowering of wires is paid by said person, including, if required by the Grantee, making such payment in advance; and (b) the Grantee is given not less than ten (10) business days advance written notice to arrange for such temporary wire changes.

3.5 Trimming of Trees and Shrubbery. The Grantee shall have the authority to trim trees or other natural growth overhanging any of its Cable System in the Service Area so as to prevent branches from coming in contact with the Grantee's wires, cables or other equipment. Grantee shall be permitted to charge persons who own, or are responsible for, such trees or natural growth for the cost of such trimming, provided that similar charges are assessed by and paid to the utilities or the Franchising Authority for tree trimming. The Grantee shall reasonably compensate the Franchising Authority or property owner for any damages caused by such trimming, or shall, in its sole discretion and at its own cost and expense, reasonably replace all trees or shrubs damaged as a result of any construction of the Cable System unde r taken by Grantee. Such replacement shall satisfy any and all obligations Grantee may have to the Franchise Authority or property owner pursuant to the terms of this Section I 3. 5. \

3.6 Use of Grantee's E ui ment b Franchisin · Authority. Subject to any applicable state or federal regulations or tariffs, the Franchising Autho~ity shall have the right to make additional use, fo: any publ1c p~rpose, of any poles or conduits controlled or ma1nta1ned exclus1vely by or for , the Grantee in any Public Way; provided that (a) such use by the \ Franchising Authority does not interfere with a current or future use by the Grantee; (b) the Franchising A~thority holds the Grantee harmless against any and from all cla1ms, dem~n~s, costs, or liabilities of every kind and nature whatsoever ar1s1ng ?U~ of such use of said poles or conduits, including, but not l1m1ted to, reasonable attorneys' fees and costs.

3.7 Safety Requirements. Construction, installation and maintenance of the Cable System shall be performed in an orderly and workmanlike manner. All such work shall be performed in accordance with applicable safety code or technical requirements, including, but not limited to, National Electrica1

1 Safety Code (National Bureau of Standards); National Electrical i Code (National Bureau of Fire Underwriters); and applicable FCC ! or other federal and state regulations. The Cable System shall 1 not endanger or interfere with the safety of persons or property j

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in the service Area. In particular, Grantee shall comply with all state or federal laws or regulations whi~h g?vern ca~le plant signal leakage or interference with commun1cat 1ons med1a: Any antenna s tructure used in the Cable System shall comply w1th all construction, marking, and lighting of antenna structure requirements of the United Stated Department of Transportation (Federal Aviat i on Administration) and the FCC.

3.8 Aerial and Underground Construction. In those areas of the Serv i ce Area where all of the transmission or distribution f acil i ties of the respective public utilities providing telephone communications and electric services are

, underground, t he Grantee likewise shall constr uct, operate and maintain all of its transmission and distribution facilities undergrou.nd.; provided ~hat such facilities are actually capable of rece1v1ng Grantee s cable and other equipment without

1 technical degradation of the Cable System signal quality. In

I those areas of th e Service Area where the transmission or

J distribution facilities of the respective public utilities !i providing telephone communications, and electr i c services are 'ij both aerial and u nderground, Grantee shall have the sole 1 discretion to construct, operate and mainta i n all of its

I·.JI transmiss i on and di s tribution facilities, or any part thereof,

aerially or underground. Nothing contained in this Section 3.8 ,, 'I shall require Grantee to construct, operate, and maintain I undergrou nd any ground-mounted appurtenances such as subscriber •I taps, line extenders, system passive devices (splitters, 11 directional couplers), amplifiers, power supplies, pedestals or !I other re l ated equipment. Notwithstanding anything to the 11 contrary contained i n this Section 3.8, in the event that all of

the transmission or distribution facilities of the respective 1

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public ut i litie s providing telephone communicati~ns and electr~c services are pl a ced u nderground after the effect1ve date of th1s

1 Ordinance Gran t ee shall only be required to construct, operate \ and maint~in all of its transmission and distribution facilities I underground if it is given reasonable .notice and access to the i public utilities facilities at the t1me that such are p1aced

1 I underground. I I , 3.9 Required Extensions of Service. The Cable System

as present 1 Y constructed ; s hereby apprdoved a\ tod etxh~enC~b~: \ Service Area; Grantee is hereby authorize .to ex u~~uant to the System as necessary, as desir.able, or re~~~~~~e~ Grantee shall \ terms her e of within the Servlce ~rea.from at least fifteen (15) I receive a written. request.tfho.r set3V210ce cable bearing stand feet \ potential subscnbers . Wl 1n . erial trunk cable, or from ! ( one-qua r t e r cab 1 e m 1 1 e ) ~ f 1 1 t s ab c r i be r s ; n underground \

f . (25) potent1a su s twenty- 1ve 1

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construction areas, it shall extend its Cable System to ~uch subscribers at no cost to said subscribers for system extens1on, other than the usual connection fees for all subscribers; provided that such extension is technically feasible, and if it will not adversely affect the operation, financial condition or market development of the Cable System. Written requests shall be numbered at a rate of one (1) per individual address.

3.10 Subscriber Charges for Extensions of Service. No subscriber shall be refused service arbitrarily. However, for unus~al circumstances, such as requirements for underground cable or where there is more than one hundred fifty (150) feet of distance from distribution cable to connection of service to subscribers or a density of less than that stated in Section 3.9, Grantee may estab l ish a special fee. Service may be made available on the basis of cost of material, labor and easements, as a special fee, in order that existing subscribers shall not be unfairly burdened.

3.11 Service to Publ1t Buildings. The Grantee shall !1

provide without charge one (1) outlet of Basic Cable Service t0

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· 1 each governmental office building, fire station, police station,

I! and pub 1 i c e 1 em en t a r y and second a r y s c h o o 1 b u i 1 d i n g that i s

passed by its Cable System. The outlets of Basic Service shall i\ not be used to distribute or sell Cable Services in or throughout 11 such buildings; nor shall such outlets be located in common or ;j public areas open to the public. Users of such outlets shall /· hold Grantee harmless from any and all 1 i abi 1 ity or claims 1 arising out of their use of such outlets, including but not i limited to, those arising from copyright liability. 1 Notwithstanding anything to the contrary set forth in this 1. Section 3.11, the Grantee shall not be required to provide an 'I outlet to such buildings where the drop line from the feeder i; cable to said buildings or premises exceeds 150 cable feet unless !\ it is feasible and i f it will not adversely affect the operation,

1 financial condition or market development of the Cable System to

i do so, or unless the appropriate governmental entity agrees to

I pay the incremental cost of such drop line in excess of 150 cab~e feet. In the event that additional outlet(s) of the Bas1c

1\ Service are provided to such buildings, the building owner s~all 11

pay the usual installation and service fees associated therew1th · 1 I' :\

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3.12 Emergency Usage. In the case of any emergency or I 1 disaster, the Grantee shall, upon request of the Franchising \

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during the emergency or disaster per.iod. The Franchising 1

11 Authority shall hold the Grantee, 1ts agents, employees,

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officers, and assigns hereunder harmless from any claims arising out of the emergency use of its facilities by the Franchising Authority, including, but not limited to, reasonable attorneys• fees and costs.

3.13 Techn i ca 1 Performance and Standards. A 11 performance and technical standards governing construction, reconstruction, installation, operation, testing, use, maintenance and dismantling of the Cable System provided herein shall be in accordance with all applicable FCC and other Federal, State and local laws and regulations.

SECTION IV Regulation by Franchise Authority

4.1 Franchise Fee. Grantee shall pay to the Franchising Authority a franchise fee equal to 3% of Gross Revenues, as defined on Page 2- Item j, received by Grantee from the operation of the Cable System •• Franchise fee payments due the Franchising Authority under this Section shall be computed annually. For the purpose of the franchise fee computation, the applicable accounting period shall be a calendar year, unless otherwise agreed to in writing by the Franchising Authority and Grantee. The annua l franchise fee payments shall be due and payable sixty (60} days after the close of the preceding year. Each payment shall be accompanied by a brief report from the Division Controller of Grantee showing the basis for the computation. I n no event shall the franchise fee payments required to be paid by Grantee exceed 3% of Gross Revenues received by Grantee in any 12-month period. The franchise fee payment shall be the sole compensation due and no other fee, charge, tax or other consideration shall be paid by Grantee. Sales tax or other tax levied on a per subscription basis and collected by Grantee shall be deducted from Gross Revenues in computing any sum due. Understood is the fact that calculation of the Franchise Fee at 3% will become effective on the effective date of this Ordinance as described in Section 2.3 unless otherwise agreed to in writing by the Franchising Authority and Grantee.

4.2 Rates and Charges. The Franchising Authority may not regulate the rates for the provision of Cable Service and other service provided over a cable system to cable subscribers except as authorized by 11 The Cable Communications Policy Act of 1984 11

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4.3 Renewal of Franchise. The Franchising Authority and the Grantee agree that any proceedings undertaken by the

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Franchising Authority that relate to the renewal of the Grantee's Franchise shall be governed by and comply with the provisions of section 626 of the Cable Act (as such existed as of the effective date of the Cable Act), unless the procedures and substantive protections set forth therein shall be deemed to be preempted and superseded by the provisions of any subsequent provisions of federal or state law.

In addition to the procedures set forth in said Section 626 (a), the Franchising Authority agrees to notify Grantee of its preliminary assessments regarding the identity of future cable related community needs and interests, as well as, the past performance of Grantee under the then current Franchise term. The Franchising Authority further agrees that such a preliminary assessment shall be provided to the Grantee pr ,ior to the time that the four (4) month period referred to in Subsection (c) of Section 626 is cons i dered to begin. Notwithstanding anything to the contrary set forth in this Section 4.3, the Grantee and Franchising Authority agree that at any time during the term of the then current Franchise, while affording the public appropriate notice and opportunity to comment, the Franchising

i! Authority and Grantee may agree to undertake and finalize 11 negotiations regarding renewal of the then current Franchise and 1 the Franchising Authority may grant a renewal thereof. The

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; Grantee and the Franchising Authority consider the terms set fort~ . in this S~ction to be consistent with the express

11 prov1s1ons of Sect1on 626 of the Cable Act. A reproduction of il Section 626 of the Cable Act as such existed as of the effective 11

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date of the Cable Act is attached hereto as Exhibit "B" and I incorporated herein by this reference.

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4.4 Conditions of Sale. If a renewal of Grantee's Franchise is den1ed and the Franchising Authority either lawfully acquires ownership of the Cable System or by its actions lawfully effects a transfer of ownership of the Cable System to another I

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party, any such acquisition or transfer of the Cable System shall i be at a fair market value, determined on the basis of the Cable

System valued as a going concern, but with no value allocated to the Franchise itself.

If Grantee's Franchise is lawfully revoked for cause and the Franchising Authority acquires ownership of the Cable System or by its actions effects a transfer of ownership of the Cable System to another person, any such acquisition o~ ~ransfer sh?ll 1

be at an equitable price. Grantee and Franch1s1ng Author1ty l agree that in the case of a revocation, at Grantee's request, 1

which shall be made in its sole discretion, Grantee shall.be given a reasonable opportunity to effectuate a transfer of 1ts

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Cable System to a qualified third party at fair market value, determined on the basis of the Cable System valued as an ongoing concern. The Franchising Authority further agrees that during such a period of time, it shall authorize the Grantee to continue to operate pursuant to the terms of its prior Franchise; however, in no event shall such authorization exceed a period of time greater than six (6) months from the effective date of such revocation. If, at the end of that time, Grantee is unsuccessful in procuring a qualified transferee or assignee of its Cable System, which is reasonably acceptable to the Franchising Authority, Grantee and Franchising Authority may avail themselves of any rights they may have pursuant to federal or state law; it being further agreed that Grantee's continued operation of its Cable System during the six (6) month period shall not be deemed to be waiver, no an extinguishment of, any rights of either the Franchising Authority or the Grantee. Notwithstanding anything to the contrary set forth in Section 4.4, neither Franchise Authority nor Grantee shall be required to violate federal or state law.

' 4.5 Transfer of Franchise. Grantee's right, title, or 1

11 interest in the Franchise shall not be sold, transferred, 1 assigned or otherwise encumbered, other than to an Affiliate,

II! w i thou t the p r i or consent of the Franchi s i n g Author i t y , such

consent not to be unreasonably withheld. No such consent shall ill be required, however, for a transfer in trust, by mortgage, by

other hypothecation, or by assignment of any rights, title, or \. interest of Grantee in the Franchise or Cable System in order to i! secure indebtedness. 'I I.

1! 4.6 Offices. Grantee hereby agrees to maintain a i\ payment agent within the business district of the Borough of !i Corsica, provided that Grantee is able to find after reasonable

.'\ effort, an individual or business that is willing to accept the

payments. Grantee further agrees to provide a toll.free num~er l \j for the residents of the Borough to contact the bus1ness off1ce

'\ of the Grantee. \

I SECTION v I I Compliance and Monitorin[ 1 -

\ 5.1 Testing for compliance. The Franchi~ing Authority \

I may perform technical tests of the Cable System dur~~:e~;=~~n:~~~ \ times and in a manner whi~h does not ~~~~~~~n~~1 {he Cable System \\

\ the normal busines~ operatlons of t~ethe Grantee is in compliance

I in order to determl ne whether or ,n.o bl e - state or fed era 1 1 aws · I

' w i t h t h e t e r m s h e r e o .f a n d a p p , c a h t e s t s maY b e u n d e r t a k e n \ \ Except ; n emergency Cl rcumstances' sue !

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only after giving Grantee reasonable notice thereof, not to be less than two (2) business days, and providing a representative of Grantee an opportunity to be present during such tests. In the event that such testing demonstrates that the Grantee has substantially failed to comply with a material requirement hereof, the reasonable costs of such tests shall be borne by the Grantee. In the event that such testing demonstrates that Grantee has substantially complied with such material provisions hereof, the cost of such testing shall be borne by the Franchising Authority. Except in emergency circumstances, the Franchising Authority agrees that such testing shall be undertaken no more than two (2) times a year in the aggregate,

I and that the results thereof shall be made available to the

I Grantee upon Grantee's request.

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5. 2 Books and Records. The Grantee agrees that the Franchising Author i ty may review such of its books and records as are reasonably necessary to monitor compliance with the terms hereof. Such records shall include, but shall not be limited to, any public records required to be kept by the Grantee pursuant to the rules and regulations of the FCC. Notwithstanding anything to the contrary set forth herein, Grantee shall not be required to disclose information which is proprietary or confidential in nature. The Franchising Authority agrees to treat any information disclosed by the Grantee in a confidential manner, and only to disclose it to employees, representatives, and agents thereof that have a need to know, or in order to enforce the provisians hereof.

Jl !lj 5.3 Periodic Review. Beginning three (3) years after

the effective date of the Franchise, and every three (3) years thereafter, the Franchising Authority may on its own initiative,

!! and shall at the request of the Grantee, schedule a public 'i

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meeting for the purpose of identifying the cable-related ~ ,1

community needs and interests and reviewing the performance of I· the Grantee under the Franchise. The Franchising Authority shall 1!! notify Grantee of the time and place of such meeting and provide

the Grantee with an opportunity to be heard. The public shall be ! afforded appropriate notice and opportunity for comment. Within I four (4) months of such meeting, the Franchising Authority shall ! provide Grantee with a written copy of its findings. I

I SECTION VI Insurance, Indemnification, and Bonds

6.1 Insurance Requirements. Grantee shall main~ain ~n f u 1 1 f o r c e a n d e f f e c t • a t i t s own c o s t a." d e x. P e "· s e. • d u n n g t e term of the Franchise, General Comprehens1ve L1ab1l1ty Insurance

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in the amount of $500,000 for bodily injuries, (including accidental death) to any one person, and subject to the same limit for each person in amount not less than $500,000 on account of any one occurrence, and Property Damage Liability Insurance in an amount not less than $500,000 resulting from any one occurrence. Said insurance shall designate the Franchising Authority as an additional insured. Such insurance shall be non-cancellable except upon thirty (30) days prior written notice to the Franchising Authority.

6.2 Indemnification. The Grantee shall at all times protect and hold the Franchising Authority, its officers, servants, agen t s and employees harmless from all claims, actions, suits, liability, loss, expense or damages of every kind and description, including investigation costs, court costs, and reasonable attorney's fees, which may accrue to or be suffered or claimed by any person or persons and be applicable to the Grantee in the ownership, construction, repair, replacement, maintenance and operations of said Cable System and by reason of the license, copyright, property right or patent of any article or system used in the construction or use of system, provided the Municipality

1J gives the Grantee prompt notice of any such claims, actions, and 11 suits, without limitation, in writing.

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6.3 Bonds. The Grantee shall not be required to obtain or maintain bonds or other surety as a condition of being awarded the Franchise or continuing its existence. The Franchising authority acknowledges that the legal, financial and technical qualification of Grantee are sufficient to afford compliance with the terms of the Franchise and the enforcement thereof.

SECTION VII Enforcement and Termination of Franchise

7.2 Grantee's R1 ht to Cure or Res ond. Grantee shall I have thirty (30 days from receipt of the notice described .in 11 Section 7.1 to respond to the Franchising Authority contest1ng il the assertion of non-compliance, or to cure such default. I~ t~e !!\ event that such default cannot, by its nature, be cured w1th1n

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the thirty (30 ) day period, Grantee shall initi.at.e reasona?le l steps to remedy such default and not~fy the Franch1s1ng Aut~or1ty 1

I' of the steps be i ng taken and the proJected date that they w1ll be 1

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7.3 Public Hearing. In the event that Grantee fails to respond to the notice described in Section 7.1 pursuant to the procedures set forth in Section 7.2, or in the event that the alleged default is not remedied within sixty (60) days after the Grantee is notified of the alleged default pursuant to Section 7.1, the Franchising Authority shall schedule a Public Hearing to investigate the default. Such Public Hearing shall be held at the next regularly scheduled meeting of the Franchising Authority which is scheduled at a time which is no less than five (5) business days therefrom. The Franchising Authority shall notify the Grantee of the time and place of such Hearing and provide the Grantee with an opportunity to be heard.

7.4 Enforcement. Subject to applicable federal and

I, state law, in the event the Franchising Authority, after such meeting, determines that Grantee is in default of any provision

1 of the Franchise, the Franchising Authority may: I,

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( a )

( b )

Pursue any and all remedies legal or equitable and available to the franchising Authority.

In the case of a default of a material provision of the Franchise, declare the Franchise to be revoked.

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The Grantee shall not be relieved of any of its 1:! obligations to comply promptly with any prov1s1ons of the .j Franchise by reason of any failure of the Franchising Authority :; to enforce prompt compliance. I· I' ,, I· !I

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7.5 Immunity. The Grantee shall not be held i~ default J

or non-compliance with the provisions of the Franch1se, nor _ s u f fer any enforcement or pen a 1 t y r e 1 at i n g thereto.' where such / non-compliance or alleged defaults are caused by str1kes, acts of , God, or other events reasonably beyond its ability to control·

SECTION VIII Miscellaneous Provisions

8.1 Documents Incor orated and Made a Part Hereof. following document s a e 1ncorporate here1n:

Exhibit "A" - Section 626 - Cable Act of 1984

The

8.2 Preemption. If the FCC, or anfy other fe~e~al a~; state body or agency shall now or herea ter exerc1s . paramount jurisdiction over the subject matter of the Franch1se, then to the extent such jurisdiction shall preempt and supersede

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or preclude the exercise of the like Franchising Authority, the jurisdiction Authority shall cease and no longer exist.

jurisdiction by the of the Franchising

8.3 Actions of Grantee and Franchising Authority. In any action by the Grantee and the Franchising Authority or representative thereof mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious and timely manner. Furthermore, in any instance where approval or consent is required under the terms hereof, such approval or consent shall not be unreasonably withheld.

8.4 Notice. Unless expressly otherwise agreed between the parties, every notice or response to be served upon the Franchis i ng Authority or Grantee shall be in writing, and shall be deemed to have been duly given to the required party five {5) business days after having been posted in a properly sealed and correctly addressed envelope by certified or registered mail,

1 postage prepaid, at a Post Office or branch thereof regularly maintained by the U.S. Postal Service. The notices or responses

I to the Franchising Authority shall be addressed as follows:

! '

Corsica Borough Secretary Corsica, PA 15829

with a copy to the Borough Solicitor.

' The notices ~~ addressed as follows:

or responses to the Grantee s hal 1 be l

I TCI of Pennsylvania, Inc. '!I 855 Main Street

Clarion, PA 16214 /' II ,,

with copies to:

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ATTENTION: "Government Relations" TCI of PENNSYLVANIA, INC. 101 Ewing Road

ATTENTION: "Legal Department TCI of Pennsylvania, Inc. Terminal Annex

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Carnegie, PA 15106 P. 0. Box 5630 Denver, CO 80217

8.5 Descriptive Headings. The captions contained herein are intended solely to facilitate thereof. Such captions shall not affect the interpretation of the text herein.

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to Sections II

the reading ! meaning or

8.6 Severability. If any Section, sentence, term, paragraph or provision hereof is determined to be i 11 ega1, invalid or unconstitutional, by any court of common jurisdiction or by any state or federal regulatory authority having jurisdict i on thereof, such determination shall have no effect on the validity of any other Section, sentence, term, paragraph or provision hereof, all of which will remain in full force and effect for the term of the Franchise or any renewal or renewals thereof.

8.7 Compliance with Applicable Laws and Ordinances. The Grantee shall at all times during the life of this Ordinance be subject to all lawful exercise of the police power by the Franchise Authority. The Franchise Authority reserves the right to adopt from time to time, in addition to the provisions herein contained , such Ordinances as may be necessary in the exercise of police power. Such regulation shall be reasonable and not in derogation of the rights herein granted, nor in conflict with the laws of the Sta t e or other local or Federal laws or regulations.

8.8 Repealer. All ordinances and resolutions, and any 11 parts of either thereof, which are inconsistent herewith, shall

11 be and th e same are hereby repealed. I I

II

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Ordained and enacted at a regular meeting of the Council of the Borough of Corsica, Jefferson County this 7th day of September, 1988.

Attest:

ecretary' , ,/

/

~/ /,· .I .

BOROUGH OF CORSICA

s y_;_~=--a.-=-a.___;w7-=i'.~~~~~-=--~-z-t._- -t.. --.-::--J __ President of Council

· "A NO NOW ,·Y,;[t ;/ ·,. ;,/. 'I

II i s h e reb y a p p r 0 v ed J ,I

, 1988, the foregoing Ordinance

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Mayor . Borough of Corsica

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This Ordinance accepted by TCI of PENNSYLVANIA, INC. this day of 1988. This shall be the effective date of th i s Agreement.

TCI of PENNSYLVANIA, INC.

By _________________________ __

Title ,I Attest: I, I' d 1:

ill _______ _ _

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Title ______________________ __ I, I' !j

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