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CABLE FRANCHISE AGREEMENTBETWEENBETHLEHEM TOWNSHIP, NORTHAMPTON COUNTYANDRCN TELECOM SERVICES (LEHIGH) LLC

TABLE OF CONTENTSPageSECTION 1GRANT OF FRANCHISE . 21.11.21.31.41.51.61.7SECTION 2COMPENSATION TO THE TOWNSHIP . 52.12.22.32.42.52.6SECTION 3FRANCHISE FEES . 5QUARTERLY PAYMENTS . . 8QUARTERLY REPORTS . .9AUDITS .9NO LIMITATION ON TAXING OR FREE AUTHORITY .9BUNDLED SERVICES .10SYSTEM CONSTRUCTION, OPERATION AND MAINTENANCE . 73.13.23.33.43.53.63.73.83.93.103.113.12SECTION 4GRANT OF AUTHORITY . 2TERM OF FRANCHISE . 3NON-EXCLUSIVITY . 3POLICE POWERS . 3NO WAIVER OF RIGHTS . 3FRANCHISE SUBJECT TO FEDERAL, STATE ANDLOCAL LAW .7COMPETITIVE EQUITY .7TECHNICAL REQUIREMENT. 7AREA TO BE SERVED . 8SERVICES TO MULTIPLE DWELLING UNITS .12PERMITS . 9REPAIRS AND RESTORATION . 10SYSTEM MONITORING . 11SERVICE AREA MAPS 14BUILDING MOVES. 12DISCONNECTION AND RELOCATION . 12EMERGENCY REMOVAL OF EQUIPMENT . 12TREE TRIMMING . 13NON-DISCRIMINATION .16SYSTEM SPECIFICATIONS AND STATE-OF-THE-ART . 134.14.24.34.4SYSTEM SPECIFICATIONS . 13SYSTEM TESTS AND INSPECTIONS .17EMERGENCY ALERT SYSTEM . 18STATE-OF-THE-ART 18(i)

SECTION 5CUSTOMER SERVICE STANDARDS . 165.15.25.35.45.55.65.75.8SECTION 6SERVICES TO THE COMMUNITY6.16.26.3SECTION 7QUARTERLY FRANCHISE FEE REPORT . 25ANNUAL FINANCIAL REPORT . 29QUARTERLY CUSTOMER COMPLAINT REPORT . 29GOVERNMENT REPORTS . 26SYSTEM PERFORMANCE TEST REPORTS . 27FRANCHISE VIOLATIONS AND REVOCATION . 279.19.29.39.4SECTION 10RIGHT TO INSPECT . 24RIGHT TO CONDUCT COMPLIANCE REVIEW . 25RESERVED AUTHORITY . 25REPORTING REQUIREMENTS. 258.18.28.38.48.5SECTION 9SERVICES TO COMMUNITY FACILITIES 26PAYMENT OF EXPENSES 26PEG CHANNEL . . 26REGULATION BY TOWNSHIP . 247.17.27.3SECTION 8OFFICE HOURS AND TELEPHONE AVAILABILITY . 16INSTALLATIONS AND SERVICE CALLS . 17NOTICES . 18BILLING . 19CUSTOMER COMPLAINT PROCEDURES . 19DISCONNECTION . 20CREDIT FOR SERVICE OUTAGE. 21PRIVACY . 21VIOLATIONS . 27LIQUIDATED DAMAGES .31PERFORMANCE BOND . 31REVOCATION . 28PROGRAMMING . 3010.1 CHANNEL CAPACITY . 3010.2 BROADCAST CHANNELS 3310.3 SIGNAL SCRAMBLING .3310.4 CONTINUITY OF SERVICE . 3010.5 PARENTAL CONTROL CAPABILITY . 31SECTION 11LIABILITY AND INDEMNIFICATION . 31(ii)

11.1 INDEMNIFICATION . 3111.2 INSURANCE . 31SECTION 12FRANCHISE TRANSFER AND RENEWAL . 3212.1 TRANSFER, ASSIGNMENT OR CHANGE INCONTROL . 3212.2 RENEWAL . 34SECTION 13MISCELLANEOUS . 3413.113.213.313.413.513.613.713.813.913.10FORCE MAJEURE . 34REMOVAL OF SYSTEM . 35NOTICES . 36EQUAL EMPLOYMENT OPPORTUNITY . 36CAPTIONS . 37GOVERNING LAW . 37ENTIRE AGREEMENT . 37SEVERABILITY . 37CHANGE OF LAW . 37APPLICABILITY OF AGREEMENT .41SECTION 14DEFINITIONS . 38SECTION 15LOW INCOME SENIOR DISCOUNT 45(iii)

CABLE FRANCHISE AGREEMENTThis Cable Franchise Agreement (hereinafter referred to as the “Agreement”) isexecuted as of the day of June, 2020 (hereinafter referred to as the “Effective Date”)by and between Bethlehem Township, Northampton County, a municipality located inNorthampton County, Pennsylvania (hereinafter referred to as the “Township”) and RCNTelecom Services (Lehigh) LLC (hereinafter referred to as “Franchisee”).WHEREAS, pursuant to the Cable Communications Policy Act of 1984, theCable Television Consumer Protection and Competition Act of 1992, and theTelecommunications Act of 1996 (hereinafter collectively referred to as the “Cable Act”),the regulations of the Federal Communications Commission (hereinafter referred to asthe “FCC”) and Pennsylvania law, the Township is authorized to grant franchises toconstruct, operate and maintain a Cable System utilizing public rights-of-way andproperties within the Township’s jurisdiction;WHEREAS, Franchisee currently holds a cable franchise from the Township; andRCN Telecom Services, Inc.;WHEREAS, Franchisee has requested a renewal of its franchise to maintain,construct, operate, and upgrade its Cable System over, under and along the aforesaidrights-of-ways for use by the Township’s residents;WHEREAS, the aforesaid rights-of-way used by Franchisee are public propertiesacquired and maintained by the Township at significant expense to the Township’staxpayers and the right to use said rights-of-way is a valuable property right;WHEREAS, the Township desires to protect and manage the aforesaid rights-ofway, ensure future technical improvements to maintain a state-of-the-art Cable System,and require high standards of customer service; obtain for its public buildings, receivefinancial compensation for Franchisee’s use of the Township’s rights-of-ways asprovided by federal law, establish certain reporting requirements and provide for thecurrent and future cable-related needs of its residents;

WHEREAS, the Township has determined that Franchisee has the financial, legaland technical ability to provide Cable Services to Subscribers located in the Township;WHEREAS, the Township has determined that the public interest would beserved by renewing Franchisee’s franchise according to the terms and conditionscontained herein; andWHEREAS, the Township has determined that the public interest would beserved by renewing Franchisee’s franchise according to the terms and conditionscontained herein.NOW THEREFORE, in consideration of the mutual promises contained hereinand intending to be legally bound hereby, the Township and Franchisee agree as follows:SECTION 1GRANT OF FRANCHISE1.1GRANT OF AUTHORITYPursuant to the Cable Act, the regulations of the FCC and Pennsylvania law, theTownship hereby grants a non-exclusive and revocable franchise to Franchisee,authorizing and permitting Franchisee to construct, own, operate, extend, and maintain aCable System in the Township’s public rights-of-way.Subject to the terms and conditions contained herein, the Township hereby grantsto Franchisee the right to construct, own, extend, install, operate, maintain, upgrade andrebuild a Cable System, including such wires, cables, fiber, conductors, ducts, conduits,amplifiers, pedestals, attachments and other property and equipment as are necessary andappropriate to the operation of the Cable System in, under, over, along, across and uponthe streets, lanes, avenues, alleys, sidewalks, bridges, highways and other public placesand rights-of-way under the jurisdiction of the Township, including property over whichthe Township has a sufficient easement or right-of-way, for the purpose of reception,transmission, amplification, origination, distribution or redistribution of video, audio, andother electronic signals and impulses as permitted by applicable law.

Notwithstanding this authority, Franchisee shall obtain all necessary governmentpermits for occupying or disturbing any public places and/or rights-of-way. Prior toobtaining such permits, Franchisee shall provide the Township with all reasonableinformation and documentation that the Township requires. Franchisee shall complywith all other government regulations and requirements thereto.1.2TERM OF FRANCHISEThe term of this Agreement shall be for a period of ten (10) years commencing onthe Effective Date and expiring on June , 2030, unless the franchise is terminatedprior to the expiration date in accordance with the terms and conditions of thisAgreement.1.3NON-EXCLUSIVITYThis franchise granted to Franchisee shall be non-exclusive. Nothing in thisAgreement shall affect the right of the Township to grant another franchise to construct,operate or maintain a Cable System or for any other purpose.1.4POLICE POWERSFranchisee’s rights under this Agreement are subject to the police powers of theTownship to adopt and enforce general laws and regulations necessary for the safety andwelfare of the public. Such laws and regulations are separate and distinct from the termsand conditions contained in this Agreement.1.5NO WAIVER OF RIGHTSNo course of dealing between the Township and Franchisee, nor any delay on thepart of the Township in exercising any rights hereunder, shall operate as a waiver of anysuch rights of the Township or acquiescence in the actions of Franchisee in contraventionof such rights, except to the extent expressly waived by the Township.

1.6FRANCHISE SUBJECT TO FEDERAL, STATE AND LOCAL LAWThis Franchise is subject to and shall be governed by all lawful and applicableprovisions of federal, state and general local laws and regulations. Without waiving anyof its powers, the Township agrees that, to the extent any terms of this Agreement areinconsistent with the terms of any Township cable franchise ordinances existing as of theEffective Date, this Agreement shall control.1.7COMPETITIVE EQUITY(a) Franchisee acknowledges and agrees that the Township reserves the right togrant one or more additional Franchises to construct, operate, and maintain a CableSystem within the Township.(b) The Franchise granted to Franchisee is non-exclusive; however, if theTownship grants a subsequent Franchise that, when taken as a whole upon considerationof all of its material obligations, is more favorable or less burdensome to the subsequentfranchisee than this Agreement is to Franchisee, then Franchisee may request anamendment to this Agreement to provide Franchisee with competitive equity. If theTownship agrees with Franchisee that, when taken as a whole upon consideration of allof its material obligations, the subsequent Franchise is more favorable or lessburdensome, then the Township and Franchisee shall enter into discussions in order tomodify this Agreement to the mutual satisfaction of both parties to provide Franchiseewith such competitive equity.(c) In the event an application for a new Franchise for Cable Service is submittedto the Township proposing to serve Subscribers within the Township, then the Townshipshall notify Franchisee in writing of the submission of the application.

SECTION 2COMPENSATION TO THE TOWNSHIP2.1FRANCHISE FEESFranchisee shall pay to the township an amount equal to five percent (5%) of thegross revenues derived from the operation of its cable system in the Township. The term“Gross Revenues” is defined in Section 14 “Definitions” below. Franchisee shall notdeduct or otherwise credit against the franchise fee any tax, fee or assessment of generalapplicability. The Township may amend the franchise fee upon sixty (60) days writtennotice to Franchisee provided that the franchise fee may not exceed five percent (5%). Inthe event that federal law is amended to authorize a franchise fee higher than five percent(5%), the Township may, at its discretion, direct Franchisee to pay a higher franchise feeafter notice to Franchise and action by the Board of Commissioners of the Township at apublic meeting, and the Franchisee reserves the right to treat the additional fee as a passthrough.2.2QUARTERLY PAYMENTSFranchise fee payments to the Township under this provision shall be computed atthe end of each calendar quarter and shall be due and payable within thirty (30) days afterthe end of each calendar quarter. Specifically, payments shall be due and payable on orbefore April 30 (for the first quarter), July 31 (for the second quarter), October 31 (for thethird quarter), and January 31 (for the fourth quarter) of each year. In the event that anyfranchise fee payment is not made on or before the applicable date, then interest shall beadded at the annual rate of six percent (6%) of the amount of franchise fee revenue due tothe Township. No acceptance of any percent shall be construed as an accord that theamount paid is in fact the correct amount, nor shall acceptance of any payment beconstrued as a release of any claim the Township may have for additional sums payableunder this Agreement.