HomeMy WebLinkAbout2005-12-19 Board of Selectmen PacketN
LEGAL NOTICE
TOWN OF. READING.
Notice of Pubiic Hearing'.-,.
Regarding the:,
Application/Ar fended
Application For a.Coble -
"Television'a icense
lay Verizon New Englan inc..
(Monday,, December 19:;;2005)
Ta the Inhabitants of the Town
of Reading:
T.he Board' of S.e.lectmen, 'as
Cable .Television License
Issujrig Authority,.will conduct a'
public hearing on Monday,
Decerr b.er° 19, 2005':6t 7::00:
pP. in the Conference Room;
.16 : Lowell Street, Readin=g,
Massachusetts 08167, pursuant
to 20~~ C:f~:Fi. 3`.03(4) and 207;
R.' 2:Q2(1) to assess the:
.qualific-ati.ons, including the;
App(ie,atio.n:.. and Amended; ;
cat o•n of Verizon Nb
England,``Imc:; for a cable televi'
slog license. Arty relevant appli=
cations, reports, statements
and/or amendments in the pos-;
session of the Town to be con
side.red at the hearing shall b'e
available, .upon completion; for'
public inspection: and reproduc
tjon at. the Board of Selectmen.~s.
office . for a reasonable fee. Fczr
more information aoout'.th
hearing,..please call' 781-94
.9043. 7
Board of. Selectmen,
Town of Reading.
,12-5 & 12-12
6
Peter T. Bowman
Vice President - MA/RI
External Affairs
December 14, 2005
Ms. Camille Anthony, Chair
Reading Board of Selectmen
Town Hall
16 Lowell Street
Reading, MA 01867
Dear Ms. Anthony:
1035 DEC 16 A111, 10: 09
verF7,
185 Franklin Street, Room 1700
Boston, MA 02110
Phone 617 743-8874
Fax 617 743-5272
peter.t.bowman@verizon.com
As you review the video franchise agreement that Verizon has negotiated with Town Manager
Peter Hechenbleikner and counsel, please allow me to encourage your support and share
Verizon's perspective on this exciting new partnership with the Town of Reading. We know
that the introduction of Verizon's FiOS TV as a new video option will provide significant
benefits to Reading residents. We believe that the agreement is fair for Reading and for
Verizon and we look forward to moving ahead to make Reading one of the first towns in
Massachusetts to introduce this groundbreaking technology.
Once FiOS TV is available in Reading, residents will have access to more channels, more
HDTV offerings, a diverse programming lineup and more competitive pricing than we see
today. Consumer surveys confirm that there is enormous pent-up consumer demand for this
kind of service and we believe citizens want cable competition now.
Along with video choice, Verizon's new broadband infrastructure in Reading provides the
most sophisticated network for the delivery of voice, data and video services available in the
country today. Verizon's multi-million dollar investment in Reading's network will translate
into broader economic opportunity for the community, job growth in the region, and job
security for more than 75 union and management workers living in town. However, to realize
the full potential of this network, the town needs to grant Verizon a license to offer consumers
video services.
This is an exciting time for Verizon and the Town of Reading as we take part in a
technological revolution driven by consumer demand. I commend your leadership in bringing
video choice to your constituents and ask you to deliver the promise of that revolution to
Reading citizens by voting in favor of Verizon's video license at the public hearing on
December 19, 2005. If you have any questions or would like to discuss this issue further,
please contact me at 617-743-8874. Thank you very much for your consideration.
Sincerely,
cc: Board of Selectmen
P. Hechenbleikner
Hechenbleikner, Peter
From: Dan O'Connell [daniel.oconnell@verizon.com]
Sent: Friday, December 16, 20051:16 PM
To: Town Manager
Subject: Please support cable competition in Reading!
Dear Town Manager Hechenbleikner:
Reading residents deserve more choices when it comes to video service. As a local
resident, I am proud that Reading has the opportunity to bring more competition to town
when Verizon presents its video franchise application to the Board of Selectmen.
Reading has the opportunity to be on the forefront of encouraging cable competition. This
is not only a chance to provide more choice to residents, but to offer the full benefits
of Verizon's advanced fiber-optic communications network for voice, video and data with
greater speed and reliability. Another video provider will mean more programming choices
and enhancements, improved customer service and potentially better prices.
More competition, more choices, and a faster Internet - granting Verizon's video franchise
application just makes sense for Reading. That's why I encourage you to foster the spirit
of competition and approve Verizon's franchise application.
Sincerely,
Dan O'Connell
118 Red Gate Ln
Reading , MA 01867
3
Page 1 of 1
Hechenbleikner, Peter
From: attywhs@comcast.net
Sent: Friday, December 16, 2005 5:22 AM
To: ptrane@telecominsightgroup.com; Ptrane@vzw.blackberry.net
Cc: TAntonucci@wrf.com; Town Manager
Subject: Re: Reading Cable, including Massapequa Park
Paul
As mentioned in our telephone conversation on Thursday evening (its now very early Friday morning),
the State of New York PSC's decision and order in the Massapequa Park matter provides yet further
support for the Town of Reading's firm position that the term "cable system" must be limited to the
federal law definition. (As you are aware, the Massapequa Park decision goes even further by rejecting
the whole notion that Verizon's FTTP network is subject only to Title H when providing cable services;
with the Commission deeming as "striken" "any reference in the proposed franchise agreement to
facilities that are mixed-use and, therefore, purportedly subject to Title H regulation exclusively.")
Despite the Massapequa Park decision, the Town of Reading is currently prepared to recognize, in the
context of a License otherwise acceptable to the Town, and as provided in the current draft,
the relationship between Verizon's FTTP Network and Title II, and to limit the Town's regulation
of Verizon's Title II infrastructure consistent therewith.
We look forward to your response, subsequent to you morning conference call with Verizon officials,
with respect to the above matter.
Assuming, as hoped, the definition of cable system is finalized as suggested, there are some outstanding
matters that we should try to complete after your morning call with Verizon, including finalizing Section
2.1 with respect to Verizon's compliance with Town bylaws and regulations which are consistent with
Chapter 166. (As you are aware, we have not discussed with you and/or Tom, the last license draft
provided to us on Friday, December 9th , which Tom summarized to Pete and I on the phone call on the
9th). Additionally, the negotiation session immediately prior thereto was based on Verizon's draft.)
Verizon's December 9th draft includes a limited number of resolvable matters which need, and I am
confident can, be addressed later today, and on Monday morning, if necessary. I have reviewed those
issues this evening/morning, and would look forward to discussing them with you (and Tom) later
today after the resolution of the above, and before our scheduled 2:45 p.m. discussion with Peter.
Thank you for your continued efforts to reach an agreement, and your professionalism throughout this
matter.
Bill Solomon
4
12/16/2005
C. %e- 5
2015 DEC 15 AN 11 16
December 14, 2005
Ms. Camille Anthony, Chair
Reading Board of Selectmen
Town Hall
16 Lowell Street
Reading, MA 01867
Dear Mrs. Anthony,
As a Reading resident for many years, I am writing to ask that you vote to approve Verizon's
video franchise license on December 19. I would like to have a choice of cable providers, as I do
with phone services. I urge you to vote in favor of awarding Verizon a video license. I am
proud to be part of a community that is working to bring choice to its citizens.
S n erel),
Lid
e a ' . o chU' /
Emerald Drive
Reading, MA 01867
cc: Richard Schubert
James Bonazoli
Ben Tafoya
Joseph Duffy
Peter Hechenbleickner
S
December 13, 2005
Ms. Camille Anthony, Chair 2~5 DEC 14 0110: 29
Reading Board of Selectmen
Town Hall
16 Lowell Street
Reading, MA 01867
Dear Ms. Anthony:
As a Reading resident and Verizon employee, I am writing to ask that you vote to approve
Verizon's video franchise . license on December 19. Our town will benefit from more video
choices and will be able to take full advantage of Verizon's state-of-the-art fiber optic
network that offers voice, video and data services.
My work at Verizon focuses on supporting customers who want to do business with us online.
The number of customers choosing to contact us online continues to grow, demosntrating that
there is demand for new technology that gives customers the latest capabilities and services.
Reading can be one of the first communities in the country to experience the full benefits of
this network while offering citizens video choice. Once FiOS TV is available in Reading,
residents will have access to more channels, more HDTV offerings, a diverse programming
lineup and more competitive pricing than we see today.
I believe that competition is always good for customers and I know that residents and
businesses are ready for video competition now, not later. As a result, I urge you to vote in
favor of awarding Verizon a video license. I appreciate your support and am proud to be part
of a community that is working to make video choice a reality for its citizens.
Sincerely,
Nancy Wolff _eary k//JY\
23 Jessica Circle
Reading, MA 01867
cc: Richard Schubert
James Bonazoli
Ben Tafoya
Joseph Duffy
Peter Hechenbleickner
b
Hechenbleikner, Peter
From: Beth Boucher [boucher7@comcast.net]
Sent: Tuesday, December 13, 2005 10:09 AM
To: Town Manager
Subject: Please support cable competition in Reading!
Dear Town Manager Hechenbleikner:
I can not see a down side to Reading providing more choices when it comes to video
service. I am tired of being held captive by Comcast. I am in favor of having Verizon's
video franchise application approved by the Board of Selectmen.
Reading has the opportunity to be on the forefront of encouraging cable competition. This
is not only a chance to provide more choice to•residents, but to offer the full benefits
of Verizon's advanced fiber-optic communications network for voice, video and data with
greater speed and reliability. Another video provider will mean more programming choices
and enhancements, improved customer service and potentially better prices.
More competition, more choices, and a faster Internet - granting Verizon's video franchise
application just makes sense for Reading. That's why I encourage you to foster the spirit
of competition and approve Verizon's franchise application.
Sincerely,
Beth Boucher
23 Lynn Village Way
Reading , MA 01867
1 0?
Hechenbleikner, Peter
From: Robert Hunt [robert.v.hunt@verizon.com]
Sent: Tuesday, December 13, 2005 9:27 AM
To: Town Manager
Subject: Please support cable competition in Reading!
Dear Town Manager Hechenbleikner:
Reading residents deserve more choices when it comes to video service. As a local
resident, I am proud that Reading has the opportunity to bring more competition to town
when Verizon presents its video franchise application to the Board of Selectmen.
Reading has the opportunity to be on the forefront of encouraging cable competition. This
is not only a chance to provide more choice to residents, but to offer the full benefits
of Verizon's advanced fiber-optic communications network for voice, video and data with
greater speed and reliability. Another video provider will mean more programming choices
and enhancements, improved customer service and potentially better prices.
More competition, more. choices, and a faster Internet - granting Verizon's video franchise
application just makes sense for Reading. That's why I encourage you to foster the spirit
of competition and approve Verizon's franchise application.
Sincerely,
Robert Hunt
24 winter st
reading, MA 01867
8
Hechenbleikner, Peter
From: Cheryl Eason [cheryl.eason@verizon.com]
Sent: Tuesday, December 13, 2005 9:05 AM
To: Town Manager
Subject: Please approve Verizon's video franchise license
Dear Town Manager Hechenbleikner:
As a resident of Reading, I'm writing today to ask that you please approve Verizon's video
franchise application. I feel that having another video provider will mean more
competition in town. I am limited in my choice right now for video and would like to have
more options.
This license will put Reading on the cutting edge as one of the first towns in the country
to encourage local cable competition. Granting Verizon's video license will benefit
residents by resulting in more technology offerings, improved customer service and
hopefully lead to better prices.
In addition, Verizon has invested in its state-of-the-art voice, video and data network
that will provide the community with the most robust service offerings and reliability
available in the nation. Please allow Reading residents the opportunity to take
advantage of the full benefits of this next generation fiber optic network.
After all, we deserve another choice in video programming. Please vote to approve
Verizon's video franchise license. Thank you for your time and consideration.
Sincerely,
Cheryl Eason
24 Bolton St
Reading , MA 01867
1
q
,2 , "q -
Hechenbleikner, Peter
From: Susan Nicolosi [susan.p.nicolosi@verizon.com]
Sent: Monday, December 12, 2005 3:44 PM
To: Town Manager
Subject: Video competition makes sense for Reading
Dear Town Manager Hechenbleikner:
As a resident of Reading, I'm interested in Verizon having the opportunity to offer
residents an alternate choice when it comes to video service. I am writing today to ask
that the Board of Selectmen please approve Verizon's video franchise application.
Having another video services provider in town will mean more competition and more choice
for residents. This license will further benefit residents and businesses by resulting in
more technology offerings, improved customer service and more competitive prices.
Verizon has invested millions of dollars into a state-of-the-art voice, video and data
network that will provide residents with more enhanced offerings and improved customer
service.. Not to mention, Reading will be among the first in the nation - and the second
in Massachusetts to take advantage of the full benefits of this next generation fiber
optic network. This investment will not only benefit customers, but make Reading a more
attractive city to live in and conduct business in.
So please give the citizens of Reading another choice in video programming by approving
Verizon's franchise application. It just makes sense.
Sincerely,
Susan Nicolosi
6 Clover Cir
Reading , MA 01867
0
1
Hechenbleikner, Peter
From: Cindy Harvey [cindy.harvey@verizon.com]
Sent: Monday, December 12, 2005 3:47 PM
To: Town Manager
Subject: Please support cable competition in Reading!
Dear Town Manager Hechenbleikner:
Reading residents deserve more choices when it comes to video service. As a local
resident, I am proud that Reading has the opportunity to bring more competition to town
when Verizon presents its video franchise application to the Board of Selectmen.
Reading has the opportunity to be on the forefront of encouraging cable competition. This
is not only a chance to provide more choice to residents, but to offer the full benefits
of Verizon's advanced fiber-optic communications network for voice, video and data with
greater speed'and reliability. Another video provider will mean more programming choices
and enhancements, improved customer service and potentially better prices.
More competition, more choices, and a faster Internet granting Verizon's video franchise
application just makes sense for Reading. That's why I encourage you to approve Verizon's
franchise application.
Sincerely,
Cindy Harvey
50 Timberneck Dr
Reading , MA 01867
1
Hechenbleikner, Peter
From: Thomas Flanagan [thomas.flanagan@verizon.com]
Sent: Monday, December 12, 2005 4:09 PM
To: Town Manager
Subject: Please support cable competition in Reading!
Dear Town Manager Hechenbleikner:
As a local resident for over 24 years and a current user of Verizon new FTTP service for
both telephone and internet access , I am proud that Reading has the opportunity to
bring more competition to town when Verizon presents its video franchise application to
the Board of Selectmen.
Reading has the opportunity to be on the forefront of encouraging cable competition. This
is not only a chance to provide more choice to residents, but to offer the full benefits
of Verizon's advanced fiber-optic communications network for voice, video and data with
greater speed and reliability. Another.video provider will mean more programming choices
and enhancements, improved customer service and potentially better prices.
More competition, more choices, and a faster Internet granting Verizon's video franchise
application just makes sense for Reading. That's why I encourage you to foster the spirit
of competition and approve Verizon's franchise application.
Sincerely,
Thomas Flanagan
16 Scotland Rd
Reading , MA 01867
Ill.
1
TOWN OF READING - VERIZON
PROPOSED FINAL LICENSE
12/16/2005
ARTICLE
TABLE OF CONTENTS
PAGE
1.
DEFINITIONS ...........................................................................................................:.......2
2.
GRANT OF AUTHORITY; LIMITS AND RESERVATIONS
6
3.
PROVISION OF CABLE SERVICE
8
4.
SYSTEM FACILITIES
10
5.
PEG SERVICES AND SUPPORT
11
6.
FRANCHISE AND LICENSE FEES
14
7.
CUSTOMER SERVICE
16
8.
REPORTS AND RECORDS AND PERFORMANCE EVALUATIONS
16
9.
INSURANCE AND INDEMNIFICATION
18
10.
PERFORMANCE BOND
20
11.
TRANSFER OF LICENSE
20
12.
RENEWAL OF LICENSE
21
13.
ENFORCEMENT AND TERMINATION OF LICENSE
21
14.
MISCELLANEOUS PROVISIONS
24
EXHIBITS
EXHIBIT A SERVICE AREA
EXHIBIT B MUNICIPAL BUILDINGS TO BE PROVIDED FREE CABLE
SERVICE
EXHIBIT C PEG CHANNELS
EXHIBIT D CUSTOMER SERVICE STANDARDS
EXHIBIT E PERFORMANCE BOND
Town of Reading - Verizon
Proposed Final License -12/16/05
TOWN OF READING - VERIZON
PROPOSED FINAL LICENSE
12/16/2005
THIS CABLE LICENSE AGREEMENT (this "License") is entered into by and between
the Board of Selectmen of the Town of Reading, as Issuing Authority for the grant of the cable
television license pursuant to the Massachusetts Cable Law (M.G.L. c. 166A), and Verizon New
England, Inc., a corporation duly organized under the applicable laws of the State of New York
(the "Licensee").
WHEREAS, the Issuing Authority wishes to grant Licensee a nonexclusive License to
install, maintain, extend and operate a Cable System in the Town as designated in this License;
WHEREAS, the Issuing Authority is a "franchising authority" in accordance with Title
VI (as hereinafter defined). (see 47 U.S.C. § 522(10)) and is authorized to grant one or more
nonexclusive cable licenses pursuant to the Massachusetts Cable Law;
WHEREAS, Licensee is in the process of upgrading its existing Telecommunications
Facilities through the installation of a Fiber to the Premise Telecommunications Network
("FTTP Network") in the Town which transmits Non-Cable Services pursuant to authority
granted by M.G.L. c. 166 and Title II, which Non-Cable Services are not subject to the
Massachusetts Cable Law or Title VI;
WHEREAS, the FTTP Network occupies the Public Rights-of-Way within the Town, and
Licensee desires to use portions of the FTTP Network once installed to provide Cable Services
(as hereinafter defined) in the Town;
WHEREAS, Licensee submitted an application dated April 16, 2005, on Cable Division
Form 100 for a license to operate and maintain a Cable System in the Town;
WHEREAS, pursuant to 207 CMR 3.03(3), the Issuing Authority released an Issuing
Authority Report dated July 12, 2005, and Licensee submitted an amended application dated
December 5, 2005;
WHEREAS, pursuant to 207 CMR 3.03(4), the Issuing Authority held a public hearing to
assess the qualifications of Licensee, and has found Licensee to be financially, technically and
legally qualified to operate the Cable System;
WHEREAS, the Issuing Authority has determined that, in accordance with the provisions
of the Massachusetts Cable Law, the grant of a nonexclusive License to Licensee is consistent
with the public interest; and
WHEREAS, the Issuing Authority and Licensee have reached agreement on the terms
and conditions set forth herein and the parties have agreed to be bound by those terms and
conditions.
NOW, THEREFORE, in consideration of the Issuing Authority's grant of a License to
Licensee, Licensee's promise to provide Cable Service to residents of the Town pursuant to the
Town of Reading - Verizon
Proposed Final License -12/16/05
TOWN OF READING - VERIZON
PROPOSED FINAL LICENSE
12/16/2005
terms and conditions set forth herein, and for other good and valuable consideration, the receipt
and the adequacy of which are hereby acknowledged,
THE SIGNATORIES DO HEREBY AGREE AS FOLLOWS:
1. DEFINITIONS
Except as otherwise provided herein, the definitions and word usages set forth in the
Communications Act are incorporated herein and shall apply in this License. For the purpose of
this License, the following words, terms, phrases and their derivations, shall have the meanings
given herein, unless the context clearly requires a different meaning in which case such other
meaning shall apply. When not inconsistent with the context, the masculine pronoun includes the
feminine pronoun, words used in the present tense include the future tense, 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 and not merely directory. In addition, the following
definitions shall apply:
1.1. Access Channel: A video Channel, which Licensee shall make available
to the Town without charge for non-commercial public, educational, or governmental use for the
transmission of Video Programming as directed by the Town.
1.2. Affiliate: Any Person who, directly or indirectly, owns or controls, is
owned or controlled by, or is under common ownership or control with, the Licensee.
1.3. Basic Service: Any service tier which includes the retransmission of local
television broadcast signals as well as the PEG Channels required by this License.
1.4. Cable Division: The Cable Television Division of the Massachusetts
Department of Telecommunications and Energy.
1.5. Cable Service or Cable Services: Shall be defined herein as it is defined
under Section 602 of the Communications Act, 47 U.S.C. § 522(6).
1.6. Cable System or System: Shall be defined herein as it is defined under
Section 602 of the Communications Act, 47 U.S.C. § 522(7). The Cable System shall not
include, in whole or in part, the network facilities of the Licensee to the extent that such facilities
are subject to Title II or used for the provision of Information Services.
1.7. Channel: Shall be defined herein as it is defined under Section 602 of the
Communications Act, 47 U.S.C. § 522(4).
1.8. CMR: The Code of Massachusetts Regulations.
1.9. Communications Act: The Communications Act of 1934, as amended (47
U.S.C. § 101 et seq.), which includes the Cable Communications Policy Act of 1984, as
Town of Reading - Verizon 2
Proposed Final License -12/16/05 /Ui~
TOWN OF READING - VERIZON
PROPOSED FINAL LICENSE
12/16/2005
amended (including as amended by the Cable Television Consumer Protection and Competition
Act of 1992 and the Telecommunications Act of 1996).
1.10. Educational Access Channel: An Access Channel provided to the Town
pursuant to the terms and conditions of this License and available for the use of the local public
schools in the Town and/or of a non-profit entity, as designated by the Issuing Authority.
1.11. FCC: The United States Federal Communications Commission, or
successor governmental entity thereto.
1.12. Force Majeure: An event or events reasonably beyond the ability of
Licensee or the Issuing Authority to anticipate and control. With respect to the Licensee, Force
Majeure includes, but is not limited to, severe or unusual weather conditions, strikes, labor
disturbances, lockouts, war or act of war (whether an actual declaration of war is made or not),
insurrection, riots, act of public enemy, actions or inactions of any government instrumentality or
public utility including condemnation, accidents for which the Licensee is not primarily
responsible, fire, flood, or other acts of God, or work delays caused by waiting for utility
providers to service or monitor utility poles to which Licensee's FTTP Network is attached, and
unavailability of materials and/or qualified labor to perform the work necessary.
1.13. Franchise Fee: Shall have the meaning as set forth in Section 622 (g) of
the Communications Act (47 U.S.C. §542(g)).
1.14. FTTP Network: Shall have the meaning set forth in the recitals of this
License.
1.15. Government Access Channel: An Access Channel provided to the Town
pursuant to the terms and conditions of this License and available for use of the Issuing
Authority and/or its designee(s).
1.16. Gross Revenue: All revenue which is derived by Licensee and/or its
Affiliates from the operation of the Cable System to provide Cable Service in the Town,
including, without limitation, the following items: fees collected from Subscribers for Cable
Services; installation, reconnection, change-in-service (upgrades, downgrades, etc.) and similar
charges; revenues received from rentals or sales to Subscribers of converters, remote controls
and other Subscriber equipment used to provide Cable Service over the Cable System; fees from
third parties for leased access programming; revenues that the Licensee receives from home
shopping channels for the use of the Cable System to sell merchandise as prorated to include
such revenue attributable to the Cable System in the Town; advertising revenues as prorated to
include such revenue attributable to the Cable System in the Town; and all fees imposed on the
Licensee by this License and applicable law that are passed through and paid to the Licensee by
Subscribers (including the License Fee, PEG Access Support and PEG Grant). Gross Revenue
shall include revenue of an Affiliate only to the extent that such Affiliate revenue relates to the
provision of Cable Services over the Cable System in the Town, and not the revenues of any
such Affiliate that are not related thereto. In no event shall revenue of an Affiliate be Gross
Town of Reading - Verizon 3
Proposed Final License -12/16/05 (a
TOWN OF READING - VERIZON
PROPOSED FINAL LICENSE
12/16/2005
Revenue to the Licensee if such revenue is otherwise subject to Franchise Fees to be paid to the
Issuing Authority.
provided, however, that Gross Revenue shall not include:
1.16.1. Revenues received by any Affiliate or other Person in exchange
for supplying goods or services used by Licensee to provide Cable Service over the Cable
System;
1.16.2. Bad debts written off by Licensee in the normal course of its
business, provided, however, that bad debt recoveries shall be included in Gross Revenue
during the period collected;
1.16.3. Refunds, rebates or discounts made to Subscribers or other third
parties;
1.16.4. Any revenues classified as Non-Cable Services revenue under
federal or state law including, without limitation, revenue received from Telecommunications
Services; r evenue r eceived from Information S ervices, i ncluding, w ithout 1 imitation, I ntemet
Access Service, electronic mail service, electronic bulletin board service, or similar online
computer services;
1.16.5. Any revenue of Licensee or any other Person which is received
directly from the sale of merchandise through any Cable Service distributed over the Cable
System, notwithstanding that portion of such revenue which represents or can be attributed to a
Subscriber fee or a payment for the use of the Cable System for the sale of such merchandise,
which portion shall be included in Gross Revenue;
1.16.6. Revenues from the sale of Cable Services on the Cable System to
a reseller, when the reseller is required by law to pay (and does pay) Franchise Fees and/or
other cable license fees on the resale of the Cable Services. Nothing under this Section is
intended to limit the rights of the Town pursuant to Section 622(h) of the Communications Act
(47 U.S.C. § 542(h));
1.16.7. Any tax of general applicability imposed by a Town, state,
federal or any other governmental entity and required to be collected from Subscribers by
Licensee a nd remitted to the taxing entity (including, but not limited to, s ales/use taxes and
non-cable license fees);
1.16.8. Any revenue foregone as a result of the Licensee's provision of
free or reduced cost Cable Services as required by this License to any Person, including without
limitation, employees of Licensee and public institutions or other institutions as required or
permitted herein and to other customers which are exempt, as required or allowed by the Town;
provided, however, that such foregone revenue which Licensee chooses not to receive in
exchange for trades, barters, services or other items of value shall be included in Gross
Revenue;
Town of Reading - Verizon 4
Proposed Final License -12/16/05 i
TOWN OF READING - VERIZON
PROPOSED FINAL LICENSE
12/16/2005
1.16.9. Revenues from the sales of capital assets or sales of surplus
equipment;
1.16.10. Program launch fees; and
1.16.11. Directory or Internet advertising revenue. including, but not
limited to, yellow page, white page, banner advertisement and electronic publishing.
1.17. Information Services: Shall be defined herein as it is defined under
Section 3 of the Communications Act, 47 U.S.C. § 153(20).
1.18. Internet Access Service: Dial-up or broadband access service that enables
Subscribers to access the Internet.
1.19. Issuing Authority: The Board of Selectmen of the Town of Reading.
1.20. License Fee: The payments to be made by the Licensee to the Town,
which shall have the meaning as set forth in Section 9 of the Massachusetts Cable Law.
1.21. Licensee: Verizon New England, Inc., and its lawful and permitted
successors, assigns and transferees.
1.22. Massachusetts Cable Law: Chapter 166A of the General Laws of the
Commonwealth of Massachusetts.
1.23. Non-Cable Services: Any service that does not constitute the provision of
Cable Services over the Cable System, including, but not limited to, Information Services and
Telecommunications Services.
1.24. Normal Business Hours: 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.
1.25. Normal Operating Conditions: Those service conditions which are within
the control of the Licensee. Those conditions which are not within the control of the Licensee
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 within
the control of the Licensee include, but are not limited to, special promotions, pay-per-view
events, rate increases, regular peals or seasonal demand periods, and maintenance or rebuild of
the Cable System. See 47 C.F.R. § 76.309(c)(4)(ii).
1.26. PEG: Public, educational, and governmental.
1.27. PEG Channel: An Access Channel that the Licensee provides to the
Town pursuant to the terms and conditions of this License, and managed by the Issuing
Authority and/or its designee(s).
Town of Reading - Verizon 5
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1.28. Person: An individual, partnership, association, joint stock company,
trust, corporation, or governmental entity.
1.29. Public Access Channel: An Access Channel provided to the Town
pursuant to the terms and conditions of this License and available for the use by the residents in
the Town and managed by the Issuing Authority and/or its designee(s).
1.30. Public Rights-of-Way: The surface and the area across, in, over, along,
upon and below the surface of the public streets, roads, bridges, sidewalks, lanes, courts, ways,
alleys, and boulevards, including, public utility easements and public lands and waterways used
as Public Rights-of-Way, as the same now or may thereafter exist, which are under the
jurisdiction or control of the Town.
1.31. Service Area: The geographic boundaries of the Town, as outlined 'in
Exhibit A.
1.32. Service Date: The date that the Licensee first provides Cable Service on a
commercial basis directly to multiple Subscribers in the Town. The Licensee shall memorialize.
the Service Date by notifying the Issuing Authority in writing of the same, and the date set forth
in such notice shall become a part of this License.
1.33. Service Interruption: The loss of picture or sound on one or more cable
Channels.
1.34. State: The Commonwealth of Massachusetts.
1.35. Subscriber: A Person who lawfully receives Cable Service over the Cable
System.
1.36. Telecommunications Facilities: Licensee's existing Telecommunications
Services and Information Services facilities, including the FTTP Network.
1.37. Telecommunication Services: Shall be defined herein as it is defined
under Section 3 of the Communications Act, 47 U.S.C. § 153(46).
1.38. Title II: Title II of the Communications Act, Common Carriers.
1.39. Title VT Title VI of the Communications Act, Cable Communications,.
1.40. Town: The Town of Reading.
1.41. Video Programming: Shall be defined herein as it is defined under
Section 602 of the Communications Act, 47 U.S.C. § 522(20).
2. GRANT OF AUTHORITY: LIMITS AND RESERVATIONS
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2.1. Grant of Authority: Subject to the terms and conditions of this License
and the Massachusetts Cable Law, the Issuing Authority hereby grants the Licensee the right to
operate and maintain a Cable System along the Public Rights-of-Way within the Town, for the
purpose of providing Cable Service. Reference h erein t o " Public R ights-of-Way" s hall n of b e
construed to be a representation or guarantee by the Town that its property rights are sufficient to
permit its use for any purpose, or that the Licensee shall gain or be permitted to exercise any rights
to use property in the Town greater than those already possessed by the Town or which is
inconsistent with the purposes for which it was taken, purchased and/or dedicated. This License
grants no authority for the Licensee to use the Public Rights-of-Way within the Town for any
other purpose unless otherwise provided herein. However, nothing in this License shall be
construed to prohibit the Licensee from offering any service over the Cable System that is not
prohibited by Federal or State law provided that any requirements for Town authorization or
permitting not inconsistent with federal and State law' are satisfied. The Licensee's FTTP
Network in the Public Rights-of-Way, which the Licensee has upgraded under its Title II
authority, is subject to M.G.L. c. 166 and as such is subject to regulation by the Town consistent
with that law, including all lawful and applicable Town bylaws and regulations regarding rights-
of-way and public works matters, including rights-of-way management requirements with regard
to public safety and other legitimate municipal c oncerns. Nothing in this Section 2.1 shall be
deemed to prohibit the right of the Licensee to challenge the legality of such a Town bylaw or
regulation. No privilege or power of eminent domain is bestowed by this grant; nor is such a
privilege or power bestowed by this License.
2.2. Issuing Authority Does Not Regulate Telecommunications: The parties
recognize that the Licensee's FTTP Network is being constructed and will be operated and
maintained as an upgrade to and/or extension of its existing Telecommunications Facilities for
the provision of Non-Cable Services. The jurisdiction of the Town over such
Telecommunications Facilities is restricted by federal and state law, and the Town does not
assert jurisdiction over the Licensee's FTTP Network in contravention of those limitations.
Therefore, the Issuing Authority's regulatory authority under Title VI is not applicable to the
construction, installation, maintenance or operation of the FTTP Network to the extent the FTTP
Network is constructed, installed, maintained and operated for the purpose of upgrading and/or
extending Verizon's existing Telecommunications Facilities for the provision of Non-Cable
Services
2.3. Term: This License shall become effective on , 2005 (the
"Effective Date"). The term of this License shall be fifteen (15) years from the Effective Date
unless this License is earlier revoked or terminated as provided herein, or surrendered.
2.4. Grant Not Exclusive: This License and the rights granted herein to use
and occupy the Public Rights-of-Way to provide Cable Services shall not be exclusive, and the
Issuing Authority reserves the right to grant other Licenses for similar uses or for other uses of
the Public Rights-of-Way, or any portions thereof, to any Person, or to make any such use
themselves, at any time during the term of this License. Any such rights shall not be in conflict
with the authority as granted by this License. Disputes between the Licensee and other parties
regarding use of Public Rights-of-Way shall be resolved in accordance with applicable law.
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2.5. License Subject to Federal and State Law: Notwithstanding any provision
to the contrary herein, this License is subject to and shall be governed by all applicable
provisions of federal and State law and regulations as they may be amended, including but not
limited to the Communications Act and the Massachusetts Cable Law.
2.6. No Waiver:
2.6.1. The failure of the Issuing Authority on one or more occasions to
exercise a right or to require compliance or performance under this License, the Massachusetts
Cable Law or any other applicable law, bylaw or lawful regulation shall not be deemed to
constitute a waiver of such right or a waiver of compliance or performance by the Issuing
Authority, nor to excuse Licensee from complying or performing, unless such right or such
compliance or performance has been specifically waived in writing by the Issuing Authority.
2.6.2. The failure of the Licensee on one or more occasions to exercise a
right under this License or applicable law, or to require performance under this License, shall
not be deemed to constitute a waiver of such right or of performance of this License, nor shall it
excuse the Issuing Authority from performance, unless such right or performance has been
specifically waived in writing by the Licensee.
2.7. Construction of Agreement:
2.7.1. The provisions of this License shall be construed to effectuate their
obj ectives.
2.7.2. Nothing herein shall be construed to limit the scope or applicability
of Section 625 of the Communications Act, 47 U.S.C. § 545.
2.7.3. Should any change to local bylaws, rules or regulations cause the
Licensee's provision of Cable Services in the Town to be commercially impracticable, then the
parties shall modify this License to the mutual satisfaction of both parties to ameliorate such
commercial impracticability. If the parties cannot reach agreement on the above-referenced
modification to this License, then, at the Licensee's option the parties shall submit the matter to
binding arbitration.
2.8. . Police Powers: The Town shall not enact any bylaws that are
inconsistent with this License, provided however that nothing in this License shall be construed
to prohibit the reasonable, necessary and lawful exercise of the Town's police powers. However,
if the reasonable, necessary and lawful exercise of the Town's police powers causes the
Licensee's provision of Cable Services in the Town to be commercially impracticable, then the
parties s hall in odify t his License t o t he m utual satisfaction o f b oth p arties t o a meliorate s uch
commercial impracticability. If the parties cannot reach agreement on the above-referenced
modification to this License, then, at the Licensee's option, the parties shall submit the matter to
binding arbitration.
3. PROVISION OF CABLE SERVICE
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3.1. Service Area:
3.1.1. Service Area: Licensee shall offer Cable Service to a significant
number of residents in the Service Area within twelve (12) months of the Effective Date, and
shall offer Cable Service to all occupied residential dwelling units of the Service Area within
three (3) years of the Effective Date of this License, except: (A) for periods of Force Majeure;
(B) for periods of delay caused by the Town; (C) for periods of delay resulting from Licensee's
inability to obtain authority to access rights-of-way in the Town; (D) in areas where
developments or buildings are subject to claimed exclusive arrangements with other providers;
(E) in developments or buildings that Licensee cannot access under reasonable terms and
conditions after, good faith negotiation, as reasonably determined by Licensee; (F) in areas,
developments or buildings where Licensee is unable to provide Cable Service for technical
reasons or which require non-standard facilities which are not available on a commercially
reasonable basis; and (G) in areas where the occupied residential household density does not
meet t he d ensity requirement s et f orth i n S ection 3.1.2. T he " Service Date" n otice t hat t he
Licensee provides to the Issuing Authority pursuant to Section 1.32 above shall include a
description of the areas of the Town to be served as of the Service Date.
3.1.2. Density Requirement: Licensee shall make Cable Services
available f o r esidential d welling u nits i n a 11 a reas o f t he T own w here t he a verage d ensity i s
equal to or greater than ten (10) occupied residential dwelling units per mile for aerial plant and
fifteen (15) occupied residential dwelling units per mile for underground plant, in each case as
measured in strand footage from the nearest technically feasible point on the active FTTP trunk
or feeder line. Should, through new construction, an area with the Town meet the density
requirements after the time stated for providing Cable Service as set forth in Section 3.1.1,
Licensee shall offer Cable Service to such area within six (6) months of receiving notice fiom
the Issuing Authority that the density requirements have'been met.
3.2. Availability of Cable Service: Licensee shall make Cable Service
available to all residential dwelling units, and may make Cable Service available to businesses,
within the Town in conformance with Section 3.1 and Licensee shall not discriminate between or
among any individuals in the availability of Cable Service. In the areas in which Licensee
provides Cable Service, the Licensee shall be required to connect, at Licensee's expense, all
residential dwelling units that are within one hundred fifty (150) feet of trunk or feeder lines not
otherwise already served by Licensee's FTTP Network. Where a residential connection exceeds
such length, the Licensee shall be allowed to recover from such Subscriber the actual cost of
connection attributable to the distance in excess of one hundred fifty (150) feet.
3.3. Availability, of Cable Service To Businesses: The Licensee, may make
Cable Service available to businesses. The Licensee may recover the actual cost incurred to
connect any business to the Cable System for the provision of Cable Service.
3.4. Cable Service to Public Buildings:
3.4.1. Subject to Section 3.1, Licensee shall provide the below
referenced Cable Service and related equipment, without charge, within the Town, at each fire
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station, public school, police station, public library, and such other public buildings as are
designated by the Issuing Authority and set forth Exhibit B, and to up to five (5) additional
such buildings as may be designated in writing by the Issuing Authority to the Licensee
pursuant to Section 5(e) of the Massachusetts Cable Law:
3.4.1.1 The first service drop for each site;
3.4.1.2 One Subscriber digital converter activated for the most
commonly subscribed to digital tier;
3.4.1.3 One service outlet activated for the most commonly
subscribed to digital tier. The parties recognize that this only pertains to the flat rate digital tier
offered by the Licensee and does not include any pay per view services or similar services.
3.4.2. The Licensee shall not be responsible for the cost of any "terminal
equipment" including TV monitors, VCRs/DVD/DVRs and/or computers, and shall not be
responsible for any lost, stolen or damaged converters or other equipment.
3.4.3. The cost of inside wiring, additional drops or outlets, and
additional converters requested by the Issuing Authority within the public buildings is the
responsibility of the Town (or its designee). The Licensee shall coordinate the location of each
outlet with representatives for each of the buildings receiving service pursuant to this Section
3.4.
4. SYSTEM FACILITIES
4.1. System Characteristics: Licensee's Cable System shall meet or exceed the
following requirements and/or have at least the following characteristics:
4.1.1. The Cable System shall be designed with an initial analog and
digital passband of 50-860 MHz.
4.1.2. The Cable System shall be designed to be an active two-way plant
for subscriber interaction, if any, required for the selection or use of Cable Service.
4.1.3. The Cable, System shall comply with applicable FCC technical
standards, as such standards may be amended from time to time.
4.1.4. The Cable System shall conform in all material respects to the
following standards to the extent applicable: Occupational S afety and Health Administration
regulations, the Massachusetts Electrical Code, the National Electrical Code, the National
Electrical Safety Code, the Massachusetts State Building Code, and the rules and regulations of
the Cable Division and the FCC.
4.2. Interconnection With Other Cable Systems:
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4.2.1 The Licensee shall design its Cable System so that it may be
interconnected with other cable systems in the Town. Interconnection of systems may be made
by direct cable connection, microwave link, satellite, or other appropriate methods.
4.2.2 The Licensee shall in good faith cooperate with the Issuing
Authority in implementing interconnection of the Cable Service with communications systems
beyond the boundaries of the Town; provided that the cost of any such interconnection shall be
borne by the Issuing Authority and/or the party seeking such interconnection.
4.3. Emergency Alert System: Licensee shall comply with the Emergency
Alert System ("EAS") requirements of the FCC in order that emergency messages may be
distributed over the System. Subject to the foregoing sentence, the EAS shall be remotely
activated by telephone and shall allow a representative of the Town to override the audio and
video on all Channels on the Cable System so long as it is consistent with Licensee's contractual
commitments, without the assistance of the Licensee, for emergency broadcasts from a location
designated by the Town in the event of a civil emergency. The Town shall coordinate with and
provide reasonable notice to the Licensee prior to any test use of the EAS. The Licensee shall
cooperate with the Town in any such test. Each party shall be responsible for its own actions and
for any claim arising out of its actions with respect to activation of the EAS. The Town shall
permit only appropriately trained and authorized Persons to operate the EAS equipment and shall
take reasonable precautions to prevent any use of the Cable System in any manner that results in
inappropriate use thereof.
4.4. Parental Control Capability: The Licensee shall comply with all
applicable requirements of federal law(s) governing Subscribers' capability to control the
reception of any channels being received on their television sets.
5. PEG SERVICES AND SUPPORT
5.1. PEG Channels:
5.1.1. In order to ensure universal availability of PEG programming,
Licensee shall provide capacity on its Basic Service tier for three (3) Channels for Public
Access, Educational Access and Government Access (collectively, "PEG Channels").
5.1.2. The PEG Channel designations (i.e. Public Access Channel,
Educational Access Channel or Government Access Channel) for each of the PEG Charnels set
aside by the Licensee are reflected on Exhibit C. The Issuing Authority hereby authorizes the
Licensee to transmit such programming within the Town's jurisdictional boundaries and outside
the Town's jurisdictional boundaries to other areas that are served out of the same central
offices as those that serve the Town. Licensee shall assign the PEG Channels on its channel
line-up as set forth in such Exhibit, to the extent such channel assignments do not interfere with
Licensee's existing or planned channel line-up or Licensee's contractual obligations. Licensee
specifically reserves the right to make or change such assignments in its sole discretion If a
PEG Channel provided under this Article is not being utilized by the Town or its designee for a
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period of 120 days, the Licensee may utilize such PEG Channel, in its sole discretion, until such
time as the Town elects to utilize the PEG Channel for its intended purpose. In the event that
the Town determines to again use such PEG capacity, the Town shall provide Licensee with
120 days' prior written notice.
5.2. PEG Interconnection and Cablecasting
5.2.1. The Licensee shall be responsible to receive PEG Access
Programming at and from a Town designated source location (the Reading Town Hall, 16
Lowell Street), and shall transmit and cablecast said PEG Access programming to the
Licensee's Subscribers.
5.2.2. The Licensee shall provide, install, maintain, repair and replace all
equipment necessary to receive and transmit such PEG programming from the designated
source location over the Cable System to Subscribers, including any amplification, optical
conversion, receiving, cable system headend, processing, switching, and transmitting equipment
needed. The Issuing Authority shall cooperate with the Licensee with respect to such
interconnection including, without limitation, providing the Licensee with sufficient access to
such location. If the Licensee makes changes to its Cable System that require additional
equipment for the Licensee to met its obligation pursuant to Section 5.2.1 above, the Licensee
shall be responsible for providing said equipment at the Licensee's reasonable cost and
expense.
5.2.3. The Licensee shall monitor the PEG Access Channels for
technical quality and shall ensure that they are maintained at standards the same or better than
those which apply to the Cable System's commercial channels, provided, however, that the
Licensee is not responsible for the production quality of PEG Access programming
productions, nor for any deficiencies in the source signal it receives from any party over which
the Licensee has no control.
5.3. PEG Grant: Licensee shall within forty-five (45) days after the Effective
Date, provide an equipment grant to the Issuing Authority or its designee to be used for PEG
equipment and facilities and/or the Town's fiber optic network (the "PEG Grant"). The PEG
Grant provided by Licensee hereunder shall be in the amount of Two Hundred Forty Five
Thousand Dollars ($245,000). The PEG Grant shall not be counted against either the PEG
Access Support payment required by Section 5.4, or any Franchise Fee/License Fee required by
Section 7.1. The Issuing Authority and/or its designee(s) shall own all facilities and equipment
purchased with the PEG Grant. The Licensee shall have no obligation to maintain, repair,
replace or insure any equipment or facilities purchased with the PEG Grant.
5.4. PEG Access Support:
5.4.1. The Licensee shall provide annual funding to the Issuing
Authority and/or its designee(s) for PEG Access operating support or other PEG Access costs
and expenses in the amount of five percent (5%) of the Licensee's annual Gross Revenue, subject
to the limitation in Section 6.2. The PEG Access payments made directly to the Issuing
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Authority shall be placed by the Issuing Authority in a restricted account for cable related
purposes in the nature of a grant account and not into the general fund, which account will be
under the control of the Issuing Authority.
5.4.2. The PEG Access support payments (Section 5.4.1) shall be made
no later than forty-five (45) days following the end of each calendar quarter. The final PEG
Access support payment shall be made no later than forty-five (45) days following the
expiration of the License term. Each payment made pursuant to this S ection 5.4.2 shall be
accompanied by a statement certified by a duly authorized representative of the Licensee
documenting, in reasonable detail, the annual Gross Revenue as defined in Section 1.16.
5.4.3. In no case shall.said five percent (5%) payment(s) include: (i) the
PEG Grant required by Section 5.3 above; (ii) the costs of PEG interconnection and
cablecasting obligations required by Section 5.2 above; or (iii) any other fees or payments
required by applicable law; provided, however, that said five percent (5%) payments shall be a
Franchise Fee, and subject to the five percent (5%) cap on Franchise Fees pursuant to Section
622(b) of the Communications Act (47 U.S.C. §542(b)).
5.5. PEG Operational Rules: The Issuing Authority or its designee shall
require all local producers and users of any of the PEG facilities or Channels to agree in writing
to authorize the Licensee to transmit programming consistent with this License. The Issuing
Authority or its designee shall establish rules and regulations for use of PEG facilities consistent
with, and as required by, Section 611 of the Communications Act (47 U.S.C. § 531).
5.6. Recovery of Costs. To the extent permitted by federal law, the Licensee
shall be allowed to recover the costs of the PEG Grant (Section 5.3), costs of PEG
interconnection (Section 5.2), the PEG Access support payments (Section 5.4), and any other
costs arising from the provision of PEG services and related payments, required by this License,
from S ubscribers and t o a ccurately reflect s uch c osts a s a s eparately b illed 1 ine i tem o n e ach
Subscriber's bill.
5.7. Late Payments: In the event that the PEG Grant (Section 5.3), the PEG
Access Support fee (Section 5.4) or the License Fee (Section 6.1) is not paid on or before the due
date set forth in this License for such payments, then interest shall accrue from the due date until
the date paid at the rate equal to the lesser of (i) two percent (2%) per annum above the Prime
Rate, or (ii) eighteen percent (18%) per annum, in either case compounded annually. .
5.8. Listing of PEG Access Channels On Licensee's Electronic Program
Guide: If the Licensee lists PEG Access programming on its electronic program guide in any
other city or town in the State (other than on a test or trial basis), then it shall, upon request of the
Issuing Authority, discuss in good faith with the Issuing Authority the suitability of listing the
Town's PEG Access programming on the Licensee's electronic program guide.
5.9. PEG Access Video-On-Demand: If the Licensee provides any other city
or town in the State with PEG Access "video-on-demand" (VOD) (other than on a test or trial
basis), it shall, upon request of the Issuing Authority, discuss in good faith with the Issuing
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Authority the provision of PEG Access VOD in the Town, provided that, as a result of said
discussions, the Licensee shall be under no obligation to provide PEG Access VOD in the Town.
5.10. Censorship: Subject to Section 611(e) of the Communications Act (47
U.S.C. §531(e)), the Licensee shall comply with applicable federal laws restricting censorship or
control of the content of PEG Access programming over the Cable System.
5.11. Non-Commercial Programming: The Issuing Authority and its designee(s)
shall not use the PEG Access channels to provide for-profit commercial programming. Nothing
in this Section 5.10 shall prohibit the Issuing Authority or its designee(s) from having
memberships, sponsorships, underwriting or acknowledgements (such as underwriting and
acknowledgements accepted by PBS), to the extent not otherwise prohibited by applicable law
and regulation.
6. FRANCHISE AND LICENSE FEES
6.1. License Fee: Pursuant to Massachusetts Cable Law, (M.G.L. c. 166A,
Section 9), the Licensee shall pay to the Town, throughout the term of this License, a license fee
equal to fifty cents ($.50) per Subscriber per year (the "License Fee"), or such other amount as
may in the future be designated by applicable State law.
6.2. Maximum Franchise Fee Obligation: The Licensee shall not be liable for
a total Franchise Fee, pursuant to this License and applicable law in excess of five percent (5%)
of its annual Gross Revenues; provided that said five percent (5%) shall include (i) the License
Fee payable to the Town (Section 6.1), (ii) the License Fee payable to the Commonwealth of
Massachusetts pursuant to Section 9 of the Massachusetts Cable Law, and (iii) the PEG Access
Support funding (Section 5.4), but it shall not include: (A) the PEG Grant (Section 5.3), (B) PEG
interconnection c osts ( Section 5.2), ( C) the costs related to any liquidated damages pursuant to
Section 13.6 below; (D) any payments, expenses, or replenishment of the performance bond
pursuant to Article 10 below; and (E) any other exclusions to the term "Franchise Fee" pursuant to
Sections 622(g)(2) of the Communications Act.
6.3. Payment Information: In determining the License Fee, the number of
Subscribers shall be measured as of December 31 of the preceding calendar year. The License
Fee shall be paid no later than March 15 of each year during the term of this License.
6.4. Limitation on Actions: The parties agree that the period of limitation for
recovery of any payment obligation under this License shall be three (3) years from the date on
which payment by Licensee is due.
6.5. Method of Payment: The PEG Grant, the PEG Access Support and the
License Fee shall be made payable to the Town and provided to the Issuing Authority, unless the
Licensee is otherwise notified in writing by the Issuing Authority.
6.6. Other Payment Obligations and Exclusions:
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6.6.1. Unless otherwise required by applicable law, the License Fee
payments shall be in addition to and shall not constitute an offset or credit against any and all
taxes or other fees or charges of general applicability which Licensee or any Affiliate shall be
required to pay to the Town, or to any State or federal agency or authority, as required herein or
by law; the payment of said taxes, fees or charges shall not constitute a credit or offset against
the License Fee payments all of which shall be separate and distinct obligations of the Licensee
and each Affiliate.
6.6.2. In accordance with Section 622(h) of the Communications Act (47
U.S.C. §622(h)), nothing in the Communications Act or this License shall be construed to limit
any authority of the Issuing Authority to impose a tax, fee or other assessment of any kind on
any Person (other than the Licensee) with respect to Cable Service or other communications
service provided by such Person over the Cable System for which charges are assessed to
Subscribers but not received by the Licensee. For any twelve (12) month period, the fees paid
by any such Person with respect to any such Cable Service or other communications service
shall not exceed five percent (5%) of such Person's gross revenues derived in such period from
the provision of such service over the Cable System.
6.7. Affiliates Use of System: Use of the Cable System by Affiliates shall be in
compliance with applicable federal and State laws and regulations.
6.8. Recomputation:
6.8.1 Tender or acceptance of any payment made pursuant to Article 6 or
7 shall not be construed as an accord that the amount paid is correct, nor shall such acceptance of
payment be construed as a release of any claim that the Issuing Authority may have for
additional sums, including interest payable under this Section 6.7.
6.8.2 If the Issuing Authority has reason to believe that any such payment is
incorrect, it may notify the Licensee thereof in writing within thirty (30) business days after
receiving such payment. Licensee shall then have thirty (30) business days after receipt of such
notice to provide the Town with additional information documenting the accuracy of such
payment. In the event that the Issuing Authority does not reasonably believe that such
documentation supports the accuracy of such payment, then the Issuing Authority may conduct
an audit of such payment. The Licensee shall provide the Issuing Authority or its qualified
representative(s) all records which the Issuing Authority or such qualified representative(s)
reasonably deem necessary or relevant to. determine the accuracy of a payment or its
recomputation, subject to the provisions of Article 8 below.
6.8.3 If, after such audit and recomputation, an additional fee is owed to
the Town, such fee shall be paid within thirty (30) business days after such audit and
recomputation. The interest on such additional fee, shall be charged from the due date at the rate
equal to the lesser of (i) two percent (2%) per annum above the Prime Rate, or (ii) eighteen percent
(18%) per annum, in either case compounded annually. If, after such audit and recomputation, the
Licensee has overpaid, such overpayment shall be credited against the next respective payment to
the Town and/or its designee(s), without interest charges of any kind.
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7. CUSTOMER SERVICE
Customer Service Requirements are set forth in Exhibit D, which shall be binding
unless amended by written consent of the parties.
8. REPORTS AND RECORDS AND PERFORMANCE EVALUATIONS
8.1. Open Books and Records: Upon reasonable written notice to the Licensee
and with no less than thirty (30) business days written notice to the Licensee, the Issuing
Authority shall have the right to inspect Licensee's books and records including all documents in
whatever form maintained, including electronic media, pertaining to the Cable System or the
Licensee's provision of Cable Service in the Town at any time during Normal Business Hours
and on a nondisruptive basis as are reasonably necessary to ensure compliance with the terms of
this License. Such notice shall specifically reference the purpose of the review, so that Licensee
may organize the necessary books and records for appropriate access by the Issuing Authority.
Licensee shall not be required to maintain any books and records for License compliance
purposes longer than three (3) years, except if required by applicable law or regulation. If any
books, records, Service Area maps, plans, or other requested documents are too voluminous, not
available locally, or for security reasons cannot be copied and moved, then the Licensee may
request that the inspection take place at a location mutually agreed to by the Issuing Authority
and the Licensee, provided that (i) the Licensee must make necessary arrangements for copying
documents selected by the Town after its review; and (ii) the Licensee must pay all travel and
additional copying expenses incurred by the Town (above those that would have been incurred
had the documents been produced in the Town) in inspecting those documents or having those
documents inspected by its designee.
8.2. Proprietary Books and Records: If Licensee believes that the requested
information is confidential and proprietary, the Licensee must provide the following
documentation to the Town: (i) specific identification of the information; (ii) statement attesting
to the reason(s) Licensee believes the information is confidential; and (iii) statement that the
documents are available at the Licensee's designated offices within the Commonwealth of
Massachusetts for inspection by the Town. The Town shall take reasonable steps to protect the
proprietary and c onfidential n ature o f any b ooks, r ecords, S ervice Area maps, p lans, o r o ther
Town-requested documents that are provided to the extent they are designated as such by the
Licensee in accordance herewith, including, without limitation, cooperating with the Licensee's
exercise of its rights to protect its confidential information from public disclosure.
8.3. Privacy: The Licensee shall take all reasonable steps required to ensure
that it is able to provide the Town with all information that must be provided or may be
requested under this License or applicable law, including the issuance of appropriate subscriber
privacy notices. The Licensee shall be responsible for redacting any data that applicable law
prevents i t from p roviding t o t he T own. N othing i n t his A rticle 8 s hall b e r ead t o require a
Licensee to violate federal or State law protecting subscriber privacy.
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8.4. Copying of Boobs and Records: The Town shall have the right to copy any
such books and records, at the Town's expense, except to the extent that the Town's review as
the Issuing Authority is prohibited pursuant to applicable law.
8.5. Complete and Accurate R ecords: The L icensee shall keep complete and
accurate books of account and records of its business and operations under and in connection
with the License. Unless otherwise provided in this License or by applicable law, all materials
and information specified in this Section 8.5 shall be maintained for a period of three (3) years.
Said records shall include, but not be limited to the following:
8.5.1 Records of all written complaints for a period of three (3) years after
receipt by Licensee. The term "complaint" as used herein refers to complaints about any aspect
of the Cable System or Licensee's cable operations, including, without limitation, complaints
about employee courtesy. Complaints recorded will not be limited to complaints requiring an
employee service call;
8.5.2 Records of outages for a period of three (3) years after occurrence,
indicating date, duration, area, and the number of Subscribers affected, type of outage, and
cause;
8.5.3 Records of service calls for repair and maintenance for a period of
three (3) years after resolution by Licensee, indicating the date and time service was required, the
date of acknowledgment and date and time service was scheduled (if it was scheduled), and the
date and time service was provided, and (if different) the date and time the problem was
resolved;
8.5.4 Records of installation/reconnection and requests for service
extension for a period of three (3) years after the request was fulfilled by Licensee, indicating the
date of request, date of acknowledgment, and the date and time service was extended; and
8.5.5 A map showing the area of coverage for the provisioning of Cable
Services and estimated timetable to commence the further provision of Cable Service.
8.6. Additional Reports: The Licensee shall, upon written request by the
Issuing Authority, provide the Issuing Authority with a copy of any documents or forms filed by
the Licensee with the FCC and/or the DTE that materially pertain to the Licensee's Cable
System in the Town.
8.7. Proof of Performance Tests: Upon written request of the Issuing
Authority, the Licensee shall provide copies of performance tests required by applicable law
8.8. Performance Evaluations: The Licensee, if requested in writing by the
Issuing Authority, shall attend a performance evaluation hearing no more than once per year.
Nothing in this Section 8.8 shall limit any rights that the Issuing Authority may have to conduct
additional hearings and/or compel the Licensee's attendance at such hearing. The Issuing
Authority shall provide Licensee with the results of its performance evaluation in writing within
thirty (30) days after the conclusion of such hearing.
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9. INSURANCE AND INDEMNIFICATION
9.1. Insurance:
9.1.1. Licensee s hall in aintain i n full f orce a nd e ffect, at i is o wn c ost
and expense (including all deductibles), during the term of this License, the following insurance
coverage:
9.1.1.1. Commercial General Liability Insurance in the amount of
five million dollars ($5,000,000) combined single limit for property damage, bodily injury and
death. Such commercial general liability insurance must include coverage for all of the
following: comprehensive form, premises-operations, explosion and collapse hazard,
underground hazard, products/completed operations hazard, contractual insurance, broad form
property damage, and personal injury.
9.1.1.2. Automobile Liability Insurance for owned, non-owned,
hired and/or rented motor vehicles in the amount of one million dollars ($1,000,000) combined
single limit for bodily injury and property damage coverage.
9.1.1.3. Workers' Compensation Insurance meeting all legal
requirements of the Commonwealth of Massachusetts.
9.1.1.4. Employers' Liability Insurance in the following amounts:
(A) Bodily Injury by Accident: $100,000; and (B) Bodily Injury by Disease: $100,000
employee limit; $500,000 policy limit.
9.1.1.5. Excess liability or umbrella coverage covering in umbrella
form all other insurance required by this Article 9, of not less than five million dollars
($5,000,000).
9.1.1.6 The coverage amounts set forth above may be met by a
combination o f u nderlying and umbrella p olicies s o t ong as i n c ombination t he 1 imits equal o r
exceed those required herein.
9.1.2. The Town shall be designated as additional insured under each of
the insurance policies required in this Section 9.1 except Worker's Compensation, Employer's
Liability and Excess Liability/Umbrella Insurance.
9.1.3. Licensee shall not cancel any required insurance policy without
submitting documentation to the Issuing Authority verifying that the Licensee has obtained
alternative insurance in conformance with this License.
9.1.4. Each of the required insurance policies shall be with sureties
qualified to do business in the State, with a B+ or better rating for financial condition and
financial performance by Best's Key Rating Guide, Property/Casualty Edition or its successor.
9.1.5. Upon written request, Licensee shall deliver to the Issuing
Authority Certificates of Insurance showing evidence of the required coverage.
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9.1.6. All insurance shall be primary with respect to any insurance
maintained by the Town and shall not call on the Town's insurance for contributions.
9.1.7. The Licensee shall require that every one of its contractors and
their subcontractors are covered by the Licensee's insurance as required herein or, in the
alternative, carry in full force and effect, the same insurance in the same minimum amounts and
meeting the same minimum requirements as required herein.
9.1.8. Neither this Section 9.1, nor the provision of insurance or
insurance proceeds pursuant to this Section 9.1, shall limit the liability of the Licensee or its
obligation to indemnify the Town pursuant to this License.
9.1.9. All insurance policies shall have a thirty (30) day notice of
cancellation.
9.2. Indemnification:
9.2.1. The Licensee shall, at its sole cost and expense, indemnify, hold
harmless and defend the Town, its officials, officers, boards, committees, employees and
agents, (hereinafter referred to as the "Town" for purposes of this Section 9.2) against any and
all claims, suits, causes of action, proceedings, and judgments, whether for damages or
otherwise arising out of or alleged to arise out of or from the installation, operation, or
maintenance of the Cable System. Notwithstanding the foregoing, Licensee shall not indemnify
the Town for any portion of damages, liability or claims resulting from the willful misconduct
or negligence of the Town, its officers, agents, employees, or for any activity or function
conducted by any Person other than Licensee, its officers, agents or employees, in connection
with PEG Access or the Emergency Alert System.
9.2.2. The Town shall exercise good faith efforts to provide the
Licensee with written notice of a claim or action for which it seeks indemnification under this
Section 9.2 within ten (10) days of receipt of such claim or action; provided that in any event
the Town shall provide the Licensee with such written notice within a period of time that does
not prejudice the Licensee's ability to respond, dismiss or defend .the claim or action.
9.2.3. With respect to Licensee's indemnity obligations set forth in this
Article 10, Licensee shall, at its own expense, provide the defense of any claims, suits, causes
of action, or proceedings brought against the Town by selecting counsel of Licensee's choice to
defend the claim, subject to applicable professional ethics laws and standards and the consent of
the Town, which shall not unreasonably be withheld, delayed or conditioned. The Licensee
shall, subject to the consent of the Issuing Authority as described herein, have the right to
defend, settle or compromise any claim or action arising hereunder, so long as the settlement
includes a full release of the Town with respect to the claim giving rise to Licensee's
indemnification obligation. In the event that the Town does not consent to the terms of any
such settlement or compromise, the Licensee shall not settle the claim or action but it shall have
no further indemnification obligations to the Town and its obligation to indemnify the Town
shall in no event exceed the amount of the otherwise agreed upon settlement.
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9.2.4. In t he e vent t hat Licensee f ails, a fter n otice p ursuant t o S ection
9.2.3, to undertake the Town's defense of any claims encompassed within this Section 9.2, then
the Town may provide a second written notice to the Licensee. In the event that the Licensee
fails to undertake the Town's defense within a reasonable time after receipt of said second
notice, then Licensee's indemnification obligation under this Section 9.2 shall include the
Town's costs of defending such claim, suit, cause of action or proceeding, including, but not
limited to, reasonable attorneys' fees.
9.2.5. Neither the provisions of this Section 9.2, nor any damages
recovered by the Town shall be construed to limit the liability of the Licensee or its
subcontractors for damages under this License or to excuse the faithful performance of
obligations required by this License, except to the extent that any monetary damages suffered
by the Town have been satisfied by a financial recovery under this section or other provisions
of this License.
10. PERFORMANCE BOND
10.1. Prior to the Service Date, License shall provide to the Town, and shall
maintain throughout the remainder of the term of this License, a performance bond in the Town's
favor in the. amount of fifty thousand dollars ($50,000) securing the performance of Licensee's
obligations under this License. The Town may not attempt to collect under this bond unless
thirty (30) d ays h ave p assed s ince the T own provided the Licensee w ith w ritten n otice o f i is
intent to collect under this bond. If within this thirty (30) day time frame, Licensee gives written
notice it disputes entitlement to payments from Licensee for which it has refused to make
payment, the parties shall promptly meet to attempt to resolve the dispute in good faith amongst
themselves.
10.2. The performance bond shall be in substantially the same form as attached
hereto as Exhibit E. The Licensee shall not permit the performance bond to expire or approach
less than thirty (30) days prior to expiration without securing and delivering to the Town a
substitute, renewal or replacement bond in conformance with applicable law. The Licensee shall
not materially change the terms of said bond without the prior written consent of the Issuing
Authority.
11. TRANSFER OF LICENSE
11.1. Town Approval Required: Subject to Section 617 of the Communications
Act (47 U.S.C. §537) and Sections 11.2 and 11.3 below, Licensee shall not transfer or assign this
License, voluntarily or involuntarily, directly or indirectly, to any other Person, without the prior
written consent of the Issuing Authority, which consent shall not be arbitrarily or unreasonably
withheld or delayed. Such consent shall be given only upon a written application therefore on
forms prescribed by the Cable Division and/or the FCC.
11.2. No Consent Required For Transfers Securing Indebtedness: The Licensee
shall not be required to file an application or obtain the consent or approval of the Town for a
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transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title, or
interest of the Licensee in this License, the Licensee or Cable System in order to secure
indebtedness. However, the Licensee will notify the Town within thirty (30) business days if at
any time there is a mortgage or security interest granted on substantially all of the assets of the
Cable System. The submission of the Licensee's audited financial statements prepared for the
Licensee's bondholders shall constitute such notice.
11.3. No Consent Required For Any Affiliate Transfers: Unless required by
applicable federal or State law, the Licensee shall not be required to file an application or obtain
the consent or approval of the Town for any transfer of an ownership or other interest in
Licensee, the Cable System, or the Cable System assets to the parent of Licensee or to another
Affiliate of Licensee; transfer of an interest in the License or the rights held by the Licensee
under this License to the parent of Licensee or to another Affiliate of Licensee; any action which
is the result of a merger of Licensee or the parent of Licensee; or any action which is the result of
a merger of another Affiliate of the Licensee. However, the Licensee will notify the Town
within thirty (30) business days if at any time a transfer covered by this Section 11.3 occurs. The
transferee of any transfer covered by this Section 11.3, shall be bound by the terms and
conditions of this License.
11.4. Transfer Procedures: Subject to applicable law, the Licensee shall
submit to the Issuing Authority an original and a copy of the application and FCC Form 394
requesting any such transfer or assignment consent. Pursuant to 207 CMR 4.03, the consent of
the Issuing Authority shall be given only after a public hearing to consider the written
application for transfer. The Issuing Authority shall have 120 days from the filing of a completed
FCC Form 394 to take final action on it. After 120 days, the application shall be deemed
approved, unless said 120 day period is extended pursuant to applicable law. The Licensee shall
reimburse the Town for its reasonable costs associated with the transfer, assignment or
disposition of the License, up to a maximum of Three Thousand Dollars ($3,000). The Licensee
shall make said payment within thirty (30) days of the Town providing the Licensee with
documentation of the same.
11.5. Non-Waiver: The consent or approval of the Issuing Authority to any
transfer or assignment of the License shall not constitute a waiver or release of any rights of the
Town under this License, whether arising before or after the date of said transfer or assignment.
12. RENEWAL OF LICENSE
The Town and Licensee agree that any proceedings undertaken by the Town that relate to
the renewal of this License shall be governed by and comply with the provisions of Section 626
of the Communications Act (47 U.S.C. § 546), and the applicable provision of the Massachusetts
Cable Law.
13. ENFORCEMENT AND TERMINATION OF LICENSE
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13.1. Notice of Violation: If at any time the Issuing Authority believes that
Licensee has not complied with the terms of this License, the Issuing Authority shall informally
discuss the matter with Licensee. If these discussions do not lead to resolution of the problem in
a reasonable time, the Issuing Authority shall then notify Licensee in writing of the exact nature
of the alleged noncompliance (for purposes of this Article, the "Noncompliance Notice").
13.2. Licensee's Right to Cure or Respond: The Licensee shall have forty-five
(45) days from receipt of the Noncompliance Notice to: (i) respond to the Issuing Authority, if
Licensee contests (in whole or in part) the assertion of noncompliance; (ii) cure such
noncompliance; or (iii) in the event that, by its nature, such noncompliance cannot be cured
within such forty-five (45) day period, initiate reasonable steps to remedy such noncompliance as
soon as reasonably possible and notify the Issuing Authority of the steps being taken and the date
by which they are projected to be completed, all of which shall be to the reasonable satisfaction
of the Issuing Authority. If the Licensee believes it has cured the subject non-compliance, it
shall provide written notice of such to the Issuing Authority. The Town shall provide the
Licensee with a written response as to whether such cure has been effected.
13.3. Public Hearing: In the event that the Licensee fails to respond to the
Noncompliance Notice pursuant to the procedures required by this Article, or in the event that
the alleged noncompliance is not remedied within thirty (30) days or the date projected pursuant
to Section 13.2(iii) above, and if the Town seeks to continue its investigation into the alleged
noncompliance, then the Issuing Authority shall schedule a public hearing. The Issuing
Authority shall provide the Licensee with the following minimum written notice of such public
hearing, which will specify the time, place and purpose of such public hearing, and provide
Licensee the opportunity to be heard: (i) for a hearing for which the Issuing Authority states in
the written notice that that revocation of the License shall not be a possible consequence - thirty
(30) business days written notice, and (ii) for a hearing for which the Issuing Authority does not
state in the written notice that that revocation of the License shall not be a possible consequence
- sixty (60) business days written notice.
13.4. Enforcement: Subject to applicable federal and state law, in the event the
Issuing Authority, after the public hearing set forth in Section 13.3, determines that Licensee is
in default of any provision of this License, the Issuing Authority may:
13.4.1. Seek specific performance of any provision, which reasonably
lends itself to such remedy, as an alternative to damages; or
13.4.2. Commence an action at law for monetary damages or seek other
equitable relief;
13.4.3. Assess liquidated damages in accordance with the schedule set
forth in Section 13.6 below; or
13.4.4. In the case of a substantial noncompliance of a material
provision of this License, seek to revoke this. License in accordance with Section 13.5.
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13.4.5. Invoke any other lawful remedy available to the Town.
13.5. Revocation Hearing:
13.5.1 At the designated public hearing in which revocation is a possible
consequence, the Licensee shall be provided a fair opportunity for full participation, including
the rights to be represented by legal counsel, to introduce relevant evidence, to require the
production of evidence, to compel the relevant testimony of the officials, agents, employees or
consultants of the Issuing Authority, to compel the testimony of other persons as permitted by
law, and to question and/or cross examine witnesses. A complete verbatim record and transcript
shall be made of such hearing with the cost shared by the parties.
13.5.2 Following the public hearing where revocation is a possible
consequence, the Licensee shall be provided up to thirty (30) days to submit its proposed
findings and conclusions to the Issuing Authority in writing and thereafter the Issuing Authority
shall determine (i) whether an event of default has occurred under this License; (ii) whether such
event of default is excusable; and (iii) whether such event of default has been cured by the
Licensee. The Issuing Authority shall also determine whether it will revoke this License based
on the information presented, or, in the reasonable discretion of the Issuing Authority, grant
additional time to the Licensee to effect any cure. If the Issuing Authority determines that it will
revoke this License, the Issuing Authority shall promptly provide Licensee with a written
determination setting forth the Issuing Authority's reasoning for such revocation. Licensee may
appeal such written determination of the Issuing Authority to the DTE or to an appropriate court,
which shall have the power to review the decision of the Issuing Authority de novo. Licensee
shall be entitled to such relief as the court finds appropriate. Such appeal must be taken within
sixty (60) days of Licensee's receipt of the written determination of the Issuing Authority.
13.5.3 The Issuing Authority may, at its sole discretion, take any lawful
action that it deems appropriate to enforce the Issuing Authority's rights under this License in
lieu of revocation of this License.
13.6. Liquidated Damages: The parties agree and acknowledge that the
Licensee's failure to comply with certain provisions of this Final License will result in injury to
the Issuing Authority, the extent of which will be difficult to estimate. As such, the parties agree
to the liquidated damages provided for in this Section 13.6, with such liquidated damages
representing the parties' best estimate of the damages resulting from the specified
noncompliance, and that said liquidated damages are fair and reasonable compensation for such
damage. Any such liquidated damages shall be assessed as of the date that the Licensee received
written n otice o f t he p rovision(s) w ith w hich t he Issuing A uthority b elieves t he Licensee h as
failed to comply, provided that the Issuing Authority has first made a determination of default in
accordance with the procedures set forth in Sections 13.1 through 13.4. Such liquidated damages
shall not be a limitation upon any other remedy available under the provisions of this Renewal
License or applicable law; provided, however, that in the event the Issuing Authority collects
liquidated damages for a specific breach for a specific period of time, pursuant to this Section
13.6, the collection of such liquidated damages shall be deemed to be the exclusive remedy for
said specific breach for such specific period of time only.
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On an annual basis from the Effective Date through December 31, 2008, the Licensee
shall not be liable for liquidated damages that exceed five thousand dollars ($5,000). O n a n
annual basis from January 1, 2009 through the end of the term of this License, the Licensee shall
not be liable for liquidated damages that exceed ten thousand dollars ($10,000).
The liquidated damages shall be assessed in the following manner:
13.6.1. For failure to offer service in accordance with Sections 3.1 and
3.2, two hundred dollars ($200) per day for each day that such failure continues;
13.6.2. For failure to provide, install and activate Cable Service to public
buildings in accordance with Section 3.3, one hundred dollars ($100) per day for each day that
such failure continues;
13.6.3. For failure to comply with the PEG Access programming
provisions in accordance with Section 5.1 and 5.2, two hundred dollars ($200) per day for each
day that such failure continues;
13.6.4. For failure to comply with the customer service standards in
accordance with Article 7, two hundred dollars ($200) per day for each day that such failure
continues;
13.6.5. For failure to submit the reports in accordance with Article 8, one
hundred dollars ($100) per day for each day that such failure continues;
13.6.6. For failure to obtain the prior consent of the Issuing Authority for
any transfer requiring such consent in accordance with Article 11, two hundred dollars ($200)
per day for each day that such failure continues; and
13.6.7. For any other material breach of this License, one hundred dollars
($100) per day for each day that such failure continues.
13.6.8. All violations or failures from the same factual events affecting
multiple Subscribers shall be assessed as a single violation, and a violation or a failure may
only be assessed under any one of the above-referenced categories.
14. MISCELLANEOUS PROVISIONS
14.1. Actions of Parties: In any action by the Town or Licensee that is
mandated or permitted under the terms hereof, such party shall act in a reasonable, expeditious,
and timely manner.
14.2. Binding Acceptance: This License shall bind and benefit the parties hereto
and their respective heirs, beneficiaries, administrators, executors, receivers, trustees, successors
and assigns, and the promises and obligations herein shall survive the expiration date hereof.
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14.3. Captions and Headings: The captions and headings to sections throughout
this License are intended solely to facilitate reading and reference to the sections and provisions
of the License. Such captions and headings shall not affect the meaning or interpretation of the
License.
- 14.4. Exhibits: The exhibits to this License attached hereto, and all portions
thereof, are, except as.otherwise specified in such Exhibits, incorporated herein by reference and
expressly made a part of this License. The procedures for approval of any subsequent
amendment or modification to said Exhibits shall be the same as those applicable to any
amendment or modification hereof, except as specified in such Exhibit or elsewhere in this
License.
14.5. Recitals: The recitals set forth in this License are incorporated into the
body of this License as if they had been originally set forth herein.
14.6. Equal Employment Opportunity: The Licensee shall adhere to applicable
Equal Employment Opportunity regulations of the FCC and to all federal, state and local laws
pertaining to discrimination, equal employment opportunity and affirmative action that are
applicable to the Licensee.
14.7. Preemption: In the event that federal or state law, rules, or regulations
preempt a provision or limit the enforceability of a provision of this License, the provision shall
be read to be preempted to the extent, and for the time, but only to the extent and for the time,
required by law. In the event such federal or state law, rule or regulation is subsequently
repealed, rescinded, amended or otherwise changed so that the provision hereof that had been
preempted is no longer preempted, such provision shall return to full force and effect, and shall
thereafter be binding on the parties hereto, without the requirement of further action on the part
of the parties hereto. Notwithstanding the foregoing, if subsequent to the Effective Date, there is
a change in federal or State law that eliminates the authority of the Issuing Authority to require,
grant or maintain this License, then to the extent permitted under law this License shall survive
such legislation and remain in effect for the term of this License.
14.8. Force Majeure: The Licensee shall not be held in default under, or in
noncompliance with, the provisions of the License, nor suffer any enforcement, liquidated
damage, or penalty relating to noncompliance or default, where such noncompliance or alleged
defaults were caused by a Force Majeure, provided that the Licensee takes reasonable steps
under the circumstances to comply with the obligations of the License to the maximum extent
possible without endangering the health or safety of the Licensee's employees or property, or the
health or safety of the Town or the public, or their property. In the event that any such delay in
performance or failure to perform affects only part of the Licensee's capacity to perform, the
Licensee shall perform to the maximum extent it is able to do so in as expeditious a manner as
possible under the circumstances. If Licensee's performance under this License is affected by
Force Majeure, it shall notify the Issuing Authority within a reasonable period of time under the
circumstances after it has knowledge of the Force Majeure event. 039
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14.9. Acts or Omissions of Affiliates: During the term of this License, the
Licensee shall be liable for the acts or omission of its Affiliates to the extent arising out of any
such Affiliate's construction, installation, maintenance or operation of the Cable System and/or
provision of Cable Services over the Cable System.
14.10. Warranties: The Licensee represents and warrants to the Issuing
Authority that, as of the Effective Date:
(i) The Licensee is duly organized, validly existing and in good standing
under the laws of its incorporation and is authorized to do business in the State;
(ii) The Licensee has the requisite power and authority under applicable
law and its by-laws and articles of incorporation and other corporate authority to enter into and
legally bind the Licensee to this License and to take all actions necessary to perform all of its
obligations pursuant to this License;
(iii) This License is enforceable against the Licensee in accordance with the
provisions herein, subject to applicable State and federal law; and
(iv) There is no action or proceedings pending against the Licensee that
would reasonably interfere with its performance of this License.
14.11. Notices: Unless otherwise. expressly stated herein, notices required under
this License shall be forwarded in one of the following ways: (i) hand delivered (signature
required), (ii) sent by express mail (signature required) or (iii) by certified mail/return receipt
requested to, to the addressees below. Each party may change its designee by providing written
notice to the other party.
Notices to Licensee shall be mailed to:
Verizon New England, Inc.
185 Franklin Street
Boston, MA 02110
Attention: Donna C. Cupelo, President
with a copy to:
Verizon Communications, Inc.
1095 Avenue of Americas
New York, NY 92223
Attention: Jack White, Senior VP and Deputy General Counsel
Notices to the Issuing Authority shall be mailed to:
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Town of Reading
Reading Town Hall
16 Lowell Street
Reading, MA 01867
Attention: Town Manager
with a copy to:
Cable Advisory Working Group
Reading Town Hall
16 Lowell Street
Reading, MA 01867
14.12. Entire Agreement: This License and the Exhibits hereto constitute the
entire agreement between Licensee and the Town, and it supersedes all prior or contemporaneous
agreements, representations or understandings (written or oral) of the parties regarding the
subject matter hereof.
14.13. Amendments: Amendments or modifications to this License shall be
mutually agreed to in writing by the parties.
14.14. Captions: The captions and headings of articles and sections throughout
this License are intended solely to facilitate reading and reference to the sections and provisions
of this License. Such captions shall not affect the meaning or interpretation of this License.
14.15. Severability: If any section, subsection, sentence, paragraph, term or
provision hereof is determined to be illegal, invalid or unenforceable by any court of competent
jurisdiction or by any state or federal regulatory authority having jurisdiction thereof, such
determination shall have no effect on the validity of any other section, subsection, sentence,
paragraph, term or provision hereof, all of which will remain in full force and effect for the term
of this License.
14.16. Recitals: The recitals set forth in this License are incorporated into the
body of this License as if they had been originally set forth herein.
14.17. No Third Party Beneficiary: Nothing in this License shall be construed to
create or confer any rights or benefits to any third party.
14.18. No Recourse Against Issuing Authority: Pursuant to Section 635A(a) of
the Communications Act (47 U.S.C. §555a(a)), the Licensee shall have no recourse against the
Issuing Authority, the Town and/or its officials, members, employees or agents other than
injunctive relief or declaratory relief, arising from the regulation of cable service or from a
decision of approval or disapproval with respect to a grant, renewal, transfer, or amendment of
this License.
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14.19. Towns Right of Intervention: The Town hereby reserves the right, as
authorized by applicable law and/or regulation, to intervene in any suit, action or proceeding
involving this License, or any provision in this License; provided, however, that this section shall
not restrict the right of the Licensee to oppose such intervention, pursuant to applicable law.
14.20. FTTP Network Transfer Prohibition: Under no circumstance including,
without limitation, upon expiration, revocation, termination, surrender, or denial of renewal of
this License or any other action to forbid or disallow Licensee from providing Cable Services,
shall Licensee or its assignees be required to sell any right, title, interest, use or control of any
portion of Licensee's FTTP Network including, without limitation, the Cable System and any
capacity used for Cable Service or otherwise, to the Town or any third party. Licensee shall not
be required to remove the FTTP Network or to relocate the FTTP Network or any portion thereof
as a result of revocation, expiration, termination, surrender, or denial of renewal or any other
action to forbid or disallow Licensee from providing Cable Services. This provision is not
intended to contravene leased access requirements under Title VI or the PEG requirements set
out in this License.
14.21. Interpretation: The Town and Licensee each acknowledge that it has
received independent legal advice in entering into this License. In the event that a dispute arises
over the meaning or application of any term(s) of this License, such term(s) shall not be
construed by the reference to any doctrine calling for ambiguities to be construed against the
drafter of the License.
SIGNATURE PAGE FOLLOWS
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EXHIBITS
EXHIBIT A
- SERVICE AREA
EXHIBIT B
- MUNICIPAL BUILDINGS TO BE PROVIDED FREE CABLE
SERVICE
EXHIBIT C
- PEG CHANNELS
EXHIBIT D
- CUSTOMER SERVICE STANDARDS
EXHIBIT E -
PERFORMANCE BOND
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EXHIBIT B
MUNICIPAL BUILDINGS TO BE PROVIDED FREE CABLE SERVICE
Municipal Buildiniz
Town Hall
Police Dept.
Public Library
Senior Center
Central Fire Station
West Side Fire Station
Reading Municipal Light Dept.
Town Common
Schools
Reading Memorial High School
RMIIS Field House
Coolidge Middle School
Parker Middle School
Barrows School
Birch Meadow School
Eaton School
Killam School
Wood End School
Public Buildines
TV/Access Studio
Burbank Arena
YMCA
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Address
16 Lowell Street
15 Union Street
64 Middlesex Avenue
67 Pleasant Street
757 Main Street
260 Woburn Street
230 Ash Street
Reading Center (Main Street)
Address
62 Oakland Road
62 Oakland Road
89 Birch Meadow Drive
45 Temple Street
16 Edgemont Avenue
27Arthur B. Lord Drive
365 Summer Avenue
333 Charles Street
Sunset Rock Lane
Address
224 Ash Street
51 Symonds Road
36 Arthur B. Lord Drive
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EXHIBIT C
PEG CHANNELS
Channel 9 - Educational Access Channel
Channel 10 - Public Access Channel
Channel 22 - Governmental Access Channel
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EXHIBIT D
CUSTOMER SERVICE STANDARDS
These standards shall, starting six months after the Service Date, apply to the Licensee to the
extent it is providing Cable Services over the Cable System in the Town.
DEFINITIONS
A. Respond: Licensee's investigation of a Service Interruption by receiving a
Subscriber call and opening a trouble ticket, if required.
B. Sinificant Outai;e: A significant outage of the Cable Service shall mean any
Service Interruption lasting at least four (4) continuous hours that affects at least ten percent
(10%) of the Subscribers in the Service Area.
C. Service Call: The action taken by the Licensee to correct a Service Interruption
the effect of which is limited to an individual Subscriber.
D. Standard Installation: Installations where the Subscriber is within one hundred
fifty (150) feet of trunk or feeder lines.
SECTION l: BILL PAYMENT AND EOUIPMENT RETURN
The Licensee will have a location convenient to the Town that will be open during
Normal Business Hours and accessible to Subscribers to make bill payments. For Subscriber
equipment p ick-up, t he Licensee w ill p rovide for o ne o r in ore o f t he following m ethods: ( i)
setting a specific appointment time or four (4) hour time period during Normal Business Hours,
during which Licensee's representative(s) shall visit the Subscriber's premises to pick-up or
exchange Subscriber equipment, (ii) using a mailer, or (iii) establishing a reasonably convenient
location for the pick-up and exchange of Subscriber equipment
SECTION 2: TELEPHONE AVAILABILITY
A. The Licensee shall maintain a toll-free number to receive all calls and inquiries
from Subscribers in the Town and/or residents regarding Cable Service. Licensee representatives
trained and qualified to answer questions related to Cable Service in the Service Area must be
available to receive reports of Service Interruptions twenty-four (24) hours a day, seven (7) days
a week, and other inquiries at least forty-five (45) hours per week. Licensee representatives shall
identify themselves by name when answering this number.
B. The Licensee's telephone numbers shall be listed, with appropriate description
(e.g. administration, customer service, billing, repair, etc.), in the directory published by the local
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telephone company or companies serving the Service Area, beginning with the next publication
cycle after acceptance of this License by the Licensee.'
C. Licensee may use an Automated Response Unit ("ARU") or a Voice Response
Unit ("VRU") to distribute calls. If a foreign language routing option is provided, and the
Subscriber does not enter an option, the menu will default to the first tier menu of English
options.
After the first tier menu (not including a foreign language rollout) has run through three
times, if customers do not select any option, the ARU or VRU will forward the call to a queue
for a live representative. The Licensee may reasonably substitute this requirement with another
method of handling calls from customers who do not have touch-tone telephones.
D. Under Normal Operating Conditions, calls received by the Licensee shall be
answered within thirty (30) seconds. The Licensee shall meet this standard for ninety percent
(90%) of the calls it receives at all call centers receiving calls from Subscribers, as measured on a
cumulative quarterly calendar basis. Measurement of this standard shall include all calls
received by the Licensee at all call centers receiving calls from Subscribers, whether they are
answered by a live representative, by an automated attendant, or abandoned after 30 seconds of
call waiting.
E. Under Normal Operating Conditions, callers to the Licensee shall receive a busy
signal no more than three (3%) percent of the time during any calendar quarter. .
F. Upon request from the Town, but in no event more than once a quarter thirty (30)
days following the end of each quarter, the Licensee shall report to the Town the following for
all call centers receiving calls from Subscribers except for temporary telephone numbers set up
for national promotions:
(1) Percentage of calls answered within thirty (30) seconds as set forth in
Subsection 2.13.
(2) Percentage of time customers received busy signal when calling. the
Verizon service center as set forth in Subsection 2.E.
Subject to consumer privacy requirements, underlying activity will be made available to
the Town for review upon reasonable request.
G. At the Licensee's option, the measurements and reporting above may be changed
from calendar quarters to billing or accounting quarters. The Licensee shall notify the Town of
such a change at least thirty (30) days in advance of any implementation.
SECTION 3: INSTALLATIONS AND SERVICE APPOINTMENTS
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A. All installations will be in accordance with FCC rules, including but not limited
to, appropriate grounding, connection of equipment to ensure reception of Cable Service, and the
provision of required consumer information and literature to adequately inform the Subscriber in
the utilization of the Licensee-supplied equipment and Cable Service.
B. The Standard Installation shall.be performed within seven (7) business days after
the placement of the Optical Network Terminal ("ONT") on the customer's premises or within
seven (7) business days after an order is placed if the ONT is already installed on the customer's
premises.
The Licensee shall meet this standard for ninety-five percent (95%) of the Standard
Installations it performs, as measured on a calendar quarter basis, excluding customer requests
for connection later than seven (7) days after ONT placement or later than seven (7) days after an
order is placed if the ONT is already installed on the customer's premises.
C. The Licensee shall provide the Town with a report upon request from the Town,
but i n n o e vent m ore t han o nce a q uarter t hirty ( 30) d ays f ollowing t he e nd o f e ach q uarter,
noting the percentage of Standard Installations completed within the seven (7) day period,
excluding those requested outside of the seven (7) day period by the Subscriber. Subject to
consumer privacy requirements, underlying activity will be made available to the Town for
review upon reasonable request.
At the Licensee's option, the measurements and reporting of above may be changed from
calendar quarters to billing or accounting quarters. The Licensee shall notify the Town of such a
change not less than thirty (30) days in advance.
D. The Licensee will offer Subscribers "appointment window" alternatives for
arrival to perform installations, Service Calls and other activities of a maximum four (4) hours
scheduled time block during appropriate daylight available hours, usually beginning at 8:00 AM
unless it is deemed appropriate to begin earlier by location exception. At the Licensee's
discretion, the Licensee may offer Subscribers appointment arrival times other than these four (4)
hour time blocks, if agreeable to the Subscriber. These hour restrictions do not apply to
weekends.
SECTION 4: SERVICE INTERRUPTIONS AND OUTAGES
A. The Licensee s hall p romptly n otify t he T own of a ny S ignificant O utage o f t he
Cable Service.
B. The Licensee shall exercise commercially reasonable efforts to limit any
Significant Outage for the purpose of maintaining, repairing, or constructing the Cable System.
Except in an emergency or other situation necessitating a more expedited or alternative
notification procedure, the Licensee may schedule a Significant Outage for a period of more than
four (4) hours during any twenty-four (24) hour period only after the Town and each affected
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Subscriber in the Service Area have been given fifteen (15) days prior notice of the proposed
Significant Outage.
C. Licensee representatives who are capable of responding to Service Interruptions
must be available to Respond twenty-four (24) hours a day, seven (7) days a week.
D. Under Normal Operating Conditions, the Licensee must Respond to a call from a
Subscriber regarding a Service Interruption or other service problems within the following time
frames:
(1) Within twenty-four (24) hours, including weekends, of receiving
Subscriber calls respecting Service Interruptions in the Service Area.
(2) The Licensee must begin actions to correct all other Cable Service
problems the next business day after notification by the Subscriber or the Town of a Cable
Service problem.
E. Under Normal Operating Conditions, the Licensee shall complete Service
Calls within seventy-two (72) hours of the time Licensee commences to Respond to the Service
Interruption, not including weekends and situations where the Subscriber is not reasonably
available for a Service Call to correct the Service Interruption within the seventy-two (72) hour
period.
F. The Licensee shall meet the standard in Subsection E. of this Section for ninety
percent (90%) of the Service Calls it completes, as measured on a quarterly basis.
G. The Licensee shall provide the Town with a report upon request from the Town,
but in no event more than once a quarter within thirty (30) days following the end of each
calendar quarter, noting the percentage of Service Calls completed within the seventy-two (72)
hour period not including Service Calls where the Subscriber was reasonably unavailable for a
Service C all w ithin the seventy-two (72) hour p eriod as s et forth in this S ection. S ubject to
consumer privacy requirements, underlying activity will be made available to the Town for
review upon reasonable request. At the Licensee's option, the above measurements and reporting
may be changed for calendar quarters to billing or accounting quarters. The Licensee shall notify
the Town of such a change at least thirty (30) days in advance.
H. Under Normal Operating Conditions, the Licensee shall provide a credit upon
Subscriber request when all Channels received by that Subscriber are out of service for a period
of twenty-four (24) consecutive hours or more. The credit shall equal, at a minimum, a
proportionate amount of the affected Subscriber(s) current monthly bill. In order to qualify for
the credit, the Subscriber must promptly report the problem and allow the Licensee to verify the
problem if requested by the Licensee. If Subscriber availability is required for repair, a credit
will not be provided for such time, if any, that the Subscriber is not reasonably available.
I. Under Normal Operating Conditions, if a Significant Outage affects all Video
Programming Cable Services for more than twenty-four (24) consecutive hours, the Licensee
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shall issue an automatic credit to the affected Subscribers in the amount equal to their monthly
recurring charges for the proportionate time the Cable Service was out, or a credit to the affected
Subscribers in the amount equal to the charge for the basic plus enhanced basic level of service
for the proportionate time the Cable Service was out, whichever is technically feasible or, if both
are technically feasible, as determined by Licensee provided such determination is non-
discriminatory. Such credit shall be reflected on Subscriber billing statements within the next
available billing cycle following the outage.
J. With respect to service issues concerning cable services provided to Town
facilities, Licensee shall Respond to all inquiries from the Town within four (4) hours and shall
commence necessary repairs within twenty-four (24) hours under Normal Operating Conditions.
If such repairs cannot be completed within twenty-four (24) hours, the Licensee shall notify the
Town in writing as to the reason(s) for the delay and provide an estimated time of repair.
SECTION 5: CUSTOMER COMPLAINTS
Under Normal Operating Conditions, the Licensee shall investigate Subscriber
complaints referred by the Town within seventy-two (72) hours. The Licensee shall notify the
Town of those matters that necessitate an excess of seventy-two (72) hours to resolve, but those
matters must be resolved within fifteen (15) days of the initial complaint. The Town may require
reasonable documentation to be provided by the Licensee to substantiate the request for
additional time to resolve the problem. For purposes of this Section, "resolve" means that the
Licensee shall perform those actions, which, in the normal course of business, are necessary to
investigate the Customer's complaint and advise the Customer of the results of that investigation.
SECTION 6: BILLING
A. Subscriber bills must be itemized to describe Cable Services purchased by
Subscribers and related equipment charges, and shall include the information required by 207
CNIR 10.03(1) in clear, concise and understandable language and format. Bills shall clearly
delineate activity during the billing period, including optional charges, rebates, credits, and
aggregate late charges. Licensee shall, without limitation as to additional line items, be allowed
to itemize as separate line items, License fees, taxes and/or other governmentally imposed fees.
The Licensee shall maintain records of the date and place of mailing of bills.
B. Every Subscriber with a current account balance sending payment directly to
Licensee shall be given at least five (5) days from the date statements are mailed to the
Subscriber until the payment due date.
C. A specific due date shall be listed on the bill of every Subscriber.
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D. Any Subscriber who, in good faith, disputes all or of any have the
option of withholding the disputed amount without disconnect or late ee beiingbasse seld until he
dispute is resolved provided that:
(1) The Subscriber pays all undisputed charges;
(2) The Subscriber provides notification of the dispute to Licensee within
thirty (30) days after the due date; and
(3) The Subscriber cooperates in determining the accuracy and/or
appropriateness of the charges in dispute,
E. The Licensee shall noti the Subscriber of the result of its investigation of an
complaint and shall give an explanation or its decision within 30 business days after the receipt
of the complaint. The Subscriber shall forfeit any rights under 207 CMR 10.07 if he or she fails
to pay the undisputed balance within 30 days. Any Subscriber who disagrees with the results of
Licensee's investigation shall promptly inquire about and take. advantage of any complaint
resolution mechanism, formal or informal, available under this License or through the Issuing
Authority b efore t he C able D ivision m ay a ccept a p etition. T he S ubscriber o r Licensee M ay
petition the Cable Division to resolve disputed matters within 30 days of any final action.
F. The Licensee shall forward a copy of any Cable Service related billing inserts or
other mailing sent to Subscribers to the Town upon request.
G. The Licensee shall provide all Subscribers with the option of paying for Cable
Service by check or an automatic payment option where the amomit of the bill is automatically
deducted from a checking account designated by the Subscriber. Licensee may in the future, at
its' discretion, permit payment by using a major credit card on a pr( -authorized basis. Based on
credit history, at the option of the Licensee, the payment alternative n rav be limited.
SECTION 7: DEPOSITS, REFUNDS AND CREDITS
A. The Licensee may require refundable deposits from Subscribers with 1) a poor
credit or poor payment history, 2) who refuse to provide credit history, information u the
Licensee, or 3) who rent Subscriber equipment from the Licensee, so long as such deposit s are
applied on a non-discriminatory basis. The deposit the Licensee may charge Subscribers ; ,with
poor credit or poor payment history or who refuse to provide credit information may not e. xce,ed
an amount equal to an average Subscriber's monthly charge multiplied by six (6). The ntay; i. ?v ,um
deposit the Licensee may charge for Subscriber equipment is the cost of the equipment w~lzich , the
Licensee would need to purchase to replace the equipment rented to the Subscriber.
B. The Licensee shall refund or credit the Subscriber for the amount of the depo~ Sit
collected for equipment, which is unrelated to poor credit or poor payment history, after one yep ax
and provided the Subscriber has demonstrated good payment history during this period.
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C. Under Normal Operating Conditions, refund checks will be issued within the next
available billing cycle following the resolution of the event giving rise to the refund (e.g.,
equipment return and final bill payment.
D. Credits for Cable Service will be issued no later than the Subscriber's next
available billing cycle, following the determination that a credit is warranted, and the credit is
approved and processed. Such approval and processing shall not be unreasonably delayed.
E. Bills shall be considered paid when appropriate payment is received by the
Licensee or its' authorized agent. Appropriate time considerations shall be included in the
Licensee's collection procedures to assure that payments due have been received before late
notices or termination notices are sent.
SECTION 8: RATES, FEES AND CHARGES
A. The Licensee shall not, except to the extent expressly permitted by law, impose
any fee or charge for Service Calls to a Subscriber's premises to perform any repair or
maintenance work related to Licensee equipment necessary to receive Cable Service, except
where such problem is caused by a negligent or wrongful act of the Subscriber (including, but
not limited to a situation in which the Subscriber reconnects Licensee equipment incorrectly) or
by the failure of the Subscriber to take reasonable precautions to protect the Licensee's
equipment (for example, a dog chew).
B. The Licensee shall provide reasonable notice to Subscribers of the possible
assessment of a late fee on bills or by separate notice.
SECTION.9: DISCONNECTION /DENIAL OF SERVICE
A. The Licensee shall not terminate Cable Service for nonpayment of a delinquent
account unless the Licensee mails a notice of the delinquency and impending termination prior to
the proposed final termination. The notice of termination shall be mailed to the Subscriber to
whom the Cable Service is billed. The notice of delinquency and impending termination may be
part of a billing statement.
B. Cable Service terminated in error must be restored without charge within twenty-
four (24) hours of notice. If a Subscriber was billed for the period during which Cable Service
was terminated in error, a credit shall be issued to the Subscriber if the Service Interruption was
reported by the Subscriber.
C. Nothing in these standards shall limit the right of the Licensee to deny Cable
Service for non-payment of previously provided Cable Services, refusal to pay any required
deposit, theft of Cable Service, damage to the Licensee's equipment, abusive and/or threatening
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behavior toward the Licensee's employees or representatives, or refusal to provide credit history
information or refusal to allow the Licensee to validate the identity, credit history and credit
worthiness via an external credit agency.
D. . Charges for cable service will be discontinued at the time of the requested
termination of service by the Subscriber, except equipment charges may by applied until
equipment has been returned. No period of notice prior to requested termination of service can
be required of Subscribers by the Licensee. No charge shall be imposed upon the Subscriber for
or related to total disconnection of Cable Service or for any Cable Service delivered after. the
effective date of the disconnect request, unless there is a delay in returning Licensee equipment
or early termination charges apply pursuant to the Subscriber's service contract. If the
Subscriber fails to specify an effective date for disconnection, the Subscriber shall not be
responsible for Cable Services received after the day following the date the disconnect request is
received by the Licensee. For purposes of this subsection, the term "disconnect" shall include
Subscribers who elect to cease receiving Cable Service from the Licensee and to receive Cable
Service or other multi-channel video service from another Person or entity.
SECTION 10: COMMUNICATIONS WITH SUBSCRIBERS
A. All Licensee personnel, contractors and subcontractors contacting Subscribers or
potential Subscribers outside the office of the Licensee shall wear a clearly visible identification
card bearing their name and photograph. The Licensee shall make reasonable effort to account
for all identification cards at all times. In addition, all Licensee representatives shall wear
appropriate clothing while working at a Subscriber's premises. Every service vehicle of the
Licensee and its contractors or subcontractors shall be clearly identified as such to the public.
Specifically, Licensee vehicles shall have the Licensee's logo plainly visible. The vehicles of
those contractors and subcontractors working for the Licensee shall have the contractor's /
subcontractor's name plus markings (such as a magnetic door sign) indicating they are under
contract to the Licensee.
B. All contact with a Subscriber or potential Subscriber by a Person representing the
Licensee shall be conducted in a courteous manner.
C. The Licensee shall send annual notices to all Subscribers informing them that any
complaints or inquiries not satisfactorily handled by the Licensee may be referred to the Town.
D. All notices identified in this Section shall be by either:
(1) A separate document included with a billing statement or included on the
portion of the monthly bill that is to be retained by the Subscriber; or
(2) A separate electronic notification
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E. The Licensee shall provide reasonable notice to Subscribers of any pricing
changes or additional changes (excluding sales discounts, new products or offers) and, subject to
the forgoing, any changes in Cable Services, including channel line-ups. Such notice must be
given to Subscribers a minimum of thirty (30) days in advance of such changes if within the
control of the Licensee, and the Licensee shall provide a copy of the notice to the Town
including how and where the notice was given to Subscribers.
F. The Licensee shall provide information to all Subscribers about each of the
following items at the time of installation of Cable Services, annually to all Subscribers, at any
time upon request, and, subject to Subsection 10.E., at least thirty (30) days prior to malting
significant changes in the information required by this Section if within the control of the
Licensee:
(1) Products and Cable Service offered;
(2) Prices and options for Cable Services and condition of subscription to
Cable Services. Prices shall include those for Cable Service options, equipment rentals, program
guides, installation, downgrades, late fees and other fees charged by the Licensee related to
Cable Service;
(3) Installation and maintenance policies including, when applicable,
information regarding the Subscriber's in-home wiring rights during the period Cable Service is
being provided;
(4) Channel positions of Cable Services offered*on the Cable System;
(5) Complaint procedures, including the name, address and telephone number
of the Town, but with a notice advising the Subscriber to initially contact the Licensee about all
complaints and questions;
(6) Procedures for requesting Cable Service credit;
(7) The availability of a parental control device;
(8) Licensee practices and procedures for protecting against invasion of
privacy; and
(9) The address and telephone number of the Licensee's office to which
complaints may be reported.
A copy of notices required in this Subsection 10.F. will be given to the Town at least
fifteen (15) days prior to distribution to Subscribers if the reason for notice is due to a change
that is within the control of Licensee and as soon as possible if not with the control of Licensee.
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G. Notices of changes in rates shall indicate the Cable Service new rates and old
rates, if applicable.
H. Notices of changes of Cable Services and/or Channel locations shall include a
description of the new Cable Service, the specific channel location, and the hours of operation of
the Cable Service if the Cable Service is only offered on a part-time basis. In addition, should
the channel location, hours of operation, or existence of other Cable Services be affected by the
introduction of a new Cable Service, such information must be included in the notice.
I. Every notice of termination of Cable Service shall include the following
information:
(1) The name and address of the Subscriber whose account is delinquent;
(2) The amount of the delinquency for all services billed;
(3) The date by which payment is required in order to avoid termination of
Cable Service; and
(4) The telephone number for the Licensee where the Subscriber can receive
additional information about their account and discuss the pending termination.
J. The Licensee shall comply with all applicable federal and state laws relating to
Subscriber privacy, including the provisions of Section 631 of the Communications Act (47
U.S.C. §551).
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EXHIBIT E
FORM OF PERFORMANCE BOND
Franchise Bond
Bond No.
KNOW ALL MEN BY THESE PRESENTS: That (name & address) (hereinafter
called the Principal), and (name and address) (hereinafter called the Surety), a corporation duly
organized under the laws of the State of (state), are held and firmly bound unto (name & address)
(hereinafter called the Obligee), in the full and just sum of Dollars
the payment of which sum, well and truly to be made, the said Principal and
Surety bind themselves, their heirs, administrators, executors, and assigns, jointly and severally,
firmly by these presents.
WHEREAS, the Principal and Obligee have entered into a License Agreement dated
which is hereby referred to and made a part hereof.
WHEREAS, said Principal is required to perform certain obligations under said Agreement.
WHEREAS, the Obligee has agreed to accept this bond as security against default by Principal
of performance of its obligations under said Agreement during the time period this bond is in
effect.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH that if the
Principal shall perform its obligations under said Agreement, then this obligation shall be void,
otherwise to remain in full force and effect, unless otherwise terminated, cancelled or expired as
hereinafter provided.
PROVIDED HOWEVER, that this bond is executed subject to the following express provisions
and conditions:
1. In the event of default by the Principal, Obligee shall deliver to Surety a written
statement of the details of such default within 30 days after the Obligee shall learn of the
same, such notice to be delivered by certified mail to address of said Surety as stated herein.
2. This Bond shall be effective 920 , and shall remain in full force and
effect thereafter for a period of one year and will automatically extend for additional one
year periods from the expiry date hereof, or any future expiration date, unless the Surety,
provides to the Obligee not less than sixty (60) days advance written notice of its intent not
to renew this Bond or unless the Bond is earlier canceled pursuant to the following. This
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12/16/2005
Bond may be canceled at any time upon sixty (60) days advance written notice from the
Surety to the Obligee.
3. Neither cancellation, termination nor refusal by Surety to extend this bond, nor
inability of Principal to file a replacement bond or replacement security for its obligations under
said Agreement, shall constitute a loss to the Obligee recoverable under this bond.
4. No claim, action, suit or proceeding shall be instituted against this bond unless same
be brought or instituted and process served within one year after termination or cancellation of
this bond.
5. No right of action shall accrue on this bond for the use of any person, corporation or
entity other than the Obligee named herein or the heirs, executors, administrators or successors
of the Obligee.
6. The aggregate liability of the surety is limited to the penal sum stated herein
regardless of the number of years this bond remains in force or the amount or number of claims
brought against this bond.
7. This bond is and shall be construed to be strictly one of suretyship only. If any
conflict or inconsistency exists between the Surety's obligations as described in this bond and as
may be described in any underlying agreement, permit, document or contract to which this bond
is related, then the terms of this bond shall supersede and prevail in all respects.
This bond shall not bind the Surety unless it is accepted by the Obligee by signing below.
IN WITNESS WHEREOF, the above bounded Principal and Surety have hereunto signed and
sealed this bond effective this day of , 2005.
Principal
By:
Accepted by Obligee:
Surety
By:
, Attorney-in-Fact
(Signature & date above - Print Name, Title below)
Town of Reading - Verizon 2
Proposed Final License -12/16/05