HomeMy WebLinkAbout2006-VerizonFinalLicense - expires 10-30-2021-2006.10.30CA BLE TELEVISION
FINAL LICENSE
GRANTED TO
VERIZON NEW ENGLAND, INC.
THE BOARD OF SELECTMEN
TOWN OF LEXINGTON,
MASSACHUSETTS
OCTOBER 30, 2006
TABLE OF CONTENTS
ARTICLE PAGE
l. DEFINITIONS ................................................................................................................... 2
2. GRANT OF FINAL LICENSE AUTHORITY ................................................................. 8
3. PROVISION OF CABLE SERVICE .............................................................................. 11
4. SYSTEM FACILITIES ................................................................................................... 12
5. PEG ACCESS SERVICES AND SUPPORT .................................................................. 12
6. LICENSE FEES ............................................................................................................... 15
7. CUSTOMER SERVICE .................................................................................................. 16
8. REPORTS AND RECORDS ........................................................................................... 24
9. INSURANCE AND INDEMNIFICATION .................................................................... 26
10. RENEWAL OF LICENSE .............................................................................................. 28
11. ENFORCEMENT AND TERMINATION OF LICENSE .............................................. 28
12. MISCELLANEOUS PROVISIONS ................................................................................ 31
EXHIBITS
EXHIBIT A --SERVICE AREA
EXHIBIT B --MUNICIPAL AND SCHOOL BUILDINGS TO BE PROVIDED FREE
CABLE SERVICE
EXHIBIT C --GROSS REVENUE REPORTING FORM
EXHIBIT D --PERFORMANCE BOND
Town or Lexington Final License -I 0/30/06
THIS CABLE TELEVISION HNAL LICENSE (this "Final License") is entered into by
and between the Board of Selectmen of the Town of Lexington (the "Town"), as Issuing
Authority for the grant of cable television license(s) pursuant to M.G.L. Chapter 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 the Licensee a nonexclusive Final
License to construct, install, maintain, extend and operate a Cable System in the Town as
designated in this Final License;
WHEREAS, the Issuing Authority is a "franchising authority" in accordance with Section
602( I 0) of the Communications Act, and is authorized to grant one or more nonexclusive cable
licenses pursuant to M.G.L. Chapter 166A;
WHEREAS, the 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 for the transmission of Non-Cable Services pursuant to authority
granted by M.G.L. c. 166 and Title II;
WHEREAS, the FTTP Network will occupy the Public Rights-of-Way within the Town,
and the Licensee desires to use portions of the FTTP Network once installed to provide Cable
Services (as hereinafter defined) in the Town;
WHEREAS, the Issuing Authority initiated the cable television licensing process in the
Town on March 30, 2005;
WHEREAS, pursuant to 207 CMR 3.03(2), the Licensee submitted an application to the
Town dated May 13, 2005, on Cable Division Fann I 00, 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 September 6, 2005 and the Licensee submitted an amended application in
response thereto dated October 14, 2005;
WHEREAS, pursuant to 207 CMR 3.03(4), the Issuing Authority held public hearings on
September 21 , 2006 and October 16, 2006, to assess the qualifications of the Licensee, and has
found the Licensee to be qualified to operate the Cable System;
WHEREAS, the Issuing Authority has determined that it is in the best interests of the
Town to grant a nonexclusive Final License to the Licensee;
WHEREAS, the Issuing Authority and the 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; and
WHEREAS, the Issuing Authority exercised diligent efforts to ensure that the tenns and
conditions in this Final License are, in light of all relevant circumstances, not more fa vo rable or
Town of Lexington Final License-10/30/06
less burdensome than those terms and conditions contained in the Cable Television Renewal
License, dated September I, 2004, granted to Comcast of Massachusetts III, Inc.
NOW, THEREFORE, in consideration of the Issuing Authority's grant of a Final License
to the Licensee, the Licensee's commitment to provide Cable Service to residents of the Town
pursuant to the 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 HERETO 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 Final License. For the
purpose of this Final License, the following words, tenns, phrases and their derivations shall
have the meanings given herein. 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 the Licensee shall make
available to the Town of Lexington and/or its designee(s) without charge for non-commercial
public, educational, or governmental use for the transmission of non-commercial Video
Programming as directed by the Issuing Authority and in accordance with the terms of this Final
License.
1.2. Access Co,poration: The entity, designated by the Issuing Authority
of the Town of Lexington, that is responsible for operating and managing the use of PEG Access
Channels, facilities, funding and programming in the Town.
1.3. Affiliate: When used in relation to any Person, another Person who
owns or controls, is owned or controlled by, or is under common ownership or control with, such
Person.
1.4. Basic Service Tier: Any service tier which includes the
retransmission of local television broadcast signals.
1.5. Cable Division: The Cable Television Division of the Massachusetts
Department of Telecommunications and Energy.
1.6. Cable Service or Cable Services: Shall be defined herein as it is
defined lUlder Section 602(6) of the Communications Act, 47 U.S.C. § 522(6), meaning the one-
way transmission to Subscribers of Video Programming or other programming service, and
Subscriber interaction, if any, which is required for the selection or use of such Video
Programming or other programming service.
Town of Lexington Final License-10/30/06 2
1.7. Cable System or System: Shall be defined herein as it is defined
under Section 602(7) of the Communications Act, 4 7 U.S.C. § 522(7), meaning a facility,
consisting of a set of closed transmission paths and associated signal generation, reception, and
control equipment that is designed to provide cable service which includes video programming and
which is provided to multiple Subscribers within the Town, but such term does not include (A) a
facility that serves only to retransmit the television signals of one or more television broadcast
stations; (B) a facility that serves subscribers without using any public right-of-way; (C) a
facility of a common carrier which is subject, in whole or in part, to the provisions of Title II of
the Communications Act, except that such facility shall be considered a cable system (other than
for purposes of section 62l(c) of the Communications Act) to the extent such facility is used in
the transmission of video programming directly to subscribers unless the extent of such use is
solely to provide interactive on-demand services; (D) an open video system that complies with
Section 653 of the Communications Act; or (E) any facilities of any electric utility used solely
for operating its electric utility systems.
1.8. Channel: Shall be defined herein as it 1s defined under Section
602(4) of the Communications Act, 47 U.S.C. § 522(4).
1.9. CMR: The Code of Massachusetts Regulations.
1.10. Commercial Subscriber: A commercial, non-residential Subscriber.
1.11 . Communications Act: The Communications Act of 1934, as
amended.
1.12. Complaint: Shall be defined herein as it is defined by the Cable
Division's Order Adopting Revised Form 500 (June 11, 1999), meaning any written or verbal
contact with the Licensee in connection with Cable Service in which a Person expresses
dissatisfaction with an act, omission, product or service that is (1) within the Licensee's control,
and (2) requires a corrective measure on the part of the Licensee.
1.13. Converter: A device capable of unscrambling coded video signals
distributed over the Cable System.
1.14. Educational Access Channel: An Access Channel available for the
use of local educational institutions in the Town, as well as the Access Corporation.
1.15. Effective Date: The Effective Date of this Final License, being
October 30, 2006.
1.16. FCC: The United States Federal Communications Commission, or
successor governmental entity thereto.
1.17. FTTP Network: The network constructed and operated by the
Licensee and having the meaning set forth in the recitals of this Final License.
1.18. Force Majeure: Acts of God; acts of public enemies; orders of any
kind of the government of the United States of America or of the State or any of their departments,
Town of Lexington Final License -10/30/06 3
agencies, political subdivisions, or officials, or any civil or military authority; insurrections; riots;
epidemics; landslides; lightening; earthquakes; fires; hurricanes; volcanic activity; storms; floods;
washouts; droughts; civil disturbances; explosions; strikes, labor disturbances or lockouts;
unavailability of essential equipment, services and/or materials and/or other matters beyond the
control of the Issuing Authority, the Town or the Licensee, and unreasonable work delays.
1.19. Government Access Channel: An Access Channel made available by
the Licensee for use of the Issuing Authority and/or its designee Access Corporation to present
non-commercial governmental programming.
1.20. Gross Revenues: All revenues derived by the 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 (including
Commercial Subscribers) for Cable Services, including, without limitation, Basic and premium
Cable Services, pay-per-view Cable Services and digital Cable Services; installation,
reconnection, downgrade, upgrade 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; Leased Access Channel programming revenues; revenues
that the Licensee receives from home shopping channels 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 Final License and applicable law that are passed through and paid by Subscribers ("fee-on-
fee") in accordance with applicable law. Gross Revenues based on bundled services shall be
calculated in accordance with Section 5.2.4 below. Gross Revenues shall be determined in
accordance with generally accepted accounting principles; provided, however, that Gross
Revenues shall not include:
1.20.1. Revenues received by any of Licensee's Affiliates, except to the
extent that such revenues relate directly to the provision of Cable Services over the Cable System
in the Town;
1.20.2. Actual bad debts written off by the Licensee in the normal course
of its business, provided, however, that bad debt recoveries shall be included in Gross Revenue
during the period collected;
1.20.3. Any revenues foregone as a result of (i) refunds, rebates or
discounts made to Subscribers, or (ii) the Licensee's provision of free or reduced cost Cable
Services to any Person, including without limitation, employees of the Licensee and public
institutions pursuant to M.G.L. Chapter 166A, Section 5(e); provided, however, that if the
Licensee receives trades, barters, services or other items of value instead of cash revenue then
such items shall be included in Gross Revenue;
1.20.4. Any revenues wholly generated by services that are defined and
classified as Non-Cable Services revenue under federal or State law including, without
limitation, revenues received from Telecommunications Services; revenues received from
Information Services, and directory or Internet advertising revenue including, but not limited to,
yellow page, white page, banner advertisement and electronic publishing;
Town of L<:xinglon Final Li\:ense -I 0/30/06 4
1.20.5. Any revenues of the 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;
1.20.6. Revenues from the sale of Cable Services on the Cable System to
a reseller, when the reseller is required by the Town to pay (and does pay) License Fees to the
Town on the resale of the Cable Services;
1.20.7. Any tax, fee or assessment of general applicability imposed by a
Town, State, federal or other governmental entity and required to be collected from Subscribers
by the Licensee and remitted to the taxing entity (including, but not limited to, taxes in the nature
of a sales/use tax, communication tax and non-cable license fees);
1.20.8. Revenues from the sales of capital assets or sales of surplus
equipment; provided that this exclusion shall not include sales to Subscribers of Converters,
remote controls and other Subscriber equipment for the provision of Cable Service over the
Cable System; and
1.20.9. Any fees or charges collected from Subscribers for the PEG
Access Capital Funding (except to the extent that the Issuing Authority provides the Licensee
with evidence that such fees and charges are included in the Gross Revenues of other cable
operators in the Town).
1.21. Information Services: Shall be defined herein as it is defined under
Section 3 of the Communications Act, 47 U.S.C. § 153(20).
1.22. Internet Access Service: Dial-up or broadband access service that
enables Subscribers to access the Internet.
1.23. Issuing Authority: The Board of Selectmen of the Town of
Lexington, Massachusetts.
1.24. Leased Access Channel: A Channel that the Licensee designates for
commercial use pursuant to Section 612 of the Communications Act.
1.25. License Fee: The payments to be made by the Licensee to the Town,
which shall have the meaning as set f011h in Section 622(g) of the Communications Act and
Section 9 of M.G.L. Chapter 166A.
1.26. Licensee: Verizon New England, Inc., and its lawful and permitted
successors, assigns and transferees.
1.27. M.G.L. Chapter 166A: Chapter 166A of the General Laws of the
Commonwealth of Massachusetts.
Town of Lexington Final License -10/30/06 5
1.28. Non-Cable Services: Any service that does not constitute Cable
Service(s) as defined herein over the FTTP Network in the Town, including, but not limited to,
Information Services (which includes, but is not limited to, Internet Access Service) and
Telecommunications Services; provided that if Internet Access Service is hereafter determined
by the FCC or a court of competent jurisdiction to be a Cable Service, then Internet Access
Service shall not be considered a Non-Cable Service.
1.29. 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.
1.30. 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 ordinarily within the control of the Licensee include, but are not limited to, special
promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and
maintenance or upgrade of the Cable System.
1.31. PEG: Public, educational, and governmental.
1.32. PEG Access Capital Funding: Funding to be provided by the
Licensee to the Town for cable-related purposes, as set forth in Section 5.2.1 of this Final
License.
1.33. PEG Access Channel: An Access Channel made available to the
Town and/or the Access Corporation for PEG Access Programming pursuant to the terms of this
Final License.
1.34. PEG Access Programming: Non-commercial Video Programming
transmitted on the PEG Access Channel(s) pursuant to the terms of this Final License, and
applicable laws.
1.35. Person: Any corporation, partnership, limited partnership,
association, trust, organization, joint stock company, other business entity, individual, or
governmental entity.
1.36. Prime Rate: The prime rate of interest as published in the Wall Street
Journal.
1.3 7. Public Access Channel: An Access Channel made available by the
Licensee for the use by the residents in the Town and/or the Access Corporation.
1.38. Public Rights-of -Way: The surface of, as well as the spaces above and
below, any and all public streets, avenues, highways, boulevards, concourses, driveways, bridges,
tunnels, parks, parkways, waterways, bulkheads, piers, dedicated public utility easements, and
public grounds or waters and all other publicly owned real property within or belonging to the
Town, now or hereafter existing.
Town of Lexington Final License -10130/06 6
1.39. Respond: The Licensee's investigation of a Service Intem1ption by
receiving a Subscriber call and opening a trouble ticket, if required.
1.40. Service Area: All portions of the Town where Cable Service is being
offered, as outlined in Exhibit A, being the entire Town of Lexington.
1.41 . Service Call: The action taken by the Licensee to correct a Service
Interruption the effect of which is limited to an individual Subscriber.
1.42. 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, which
notification shall become a part of this Final License.
1.43 . Service interruption: The loss of picture or sound on one or more
Channels.
1.44. Significant Outage: Any Service Intemiption lasting at least four ( 4)
continuous hours that affects at least ten percent (10%) of the Subscribers in the Service Area.
1.45. Standard Installation: Residential installations where the Subscriber
is has underground lines within one hundred twenty five ( 125) feet of trunk or feeder lines or
within one hundred fifty (150) feet of trunk or feeder lines, as described in Section 3 .2 below.
1.46. State: The Commonwealth of Massachusetts.
1.47. Subscriber: Any Person who lawfully receives Cable Service
distributed over the Cable System with the Licensee's express pennission.
I .48. Telecommunications Facilities: The Licensee's existing
Telecommunications Services and Information Services facilities, including the FTTP Network.
1.49. Telecommunication Services: Shall be defined herein as it is defined
under Section 3 of the Communications Act, 47 U.S.C. § 153(46).
1.50. Title 11: Title II of the Communications Act.
1.51. Title VJ: Title VI of the Communications Act.
1.52. Town: The Town of Lexington, Massachusetts.
1.53. Video Programming or Programming: Shall be defined herein as it
is defined under Section 602(20) of the Communications Act, 47 U.S.C. § 522(20), meaning
programming provided by, or generally considered comparable to programming provided by, a
television broadcast station.
Town of Lexington Final License-10/30/06 7
2. GRANT OF FINAL LICENSE AUTHORITY
2.1. Grant of Authority: Subject to the terms and conditions of this Final
License and pursuant to M.G.L. Chapter 166A, the Issuing Authority hereby grants the Licensee
the right to own, operate and maintain a Cable System in, under, over and along the Public
Rights-of-Way within the Town and subsequent additions thereto, in order to provide Cable
Service. This Final License grants no authority for the Licensee to use the Public Rights-of-Way
within the Town for any other purpose(s) unless otherwise provided herein. The Licensee's
FTTP Network is subject to M.G.L. c. 166 and as such is subject to regulation by the Town
consistent with that law. The Licensee shall adhere to all applicable local bylaws and lawful
regulations of the Town regarding Public Rights-of-Way and public works matters, including
rights-of-way management requirements with regard to public safety, aesthetics, pole
attachments and other legitimate municipal concerns. Nothing in this Section 2.1 shall be
deemed to prohibit the right of the Licensee to challenge the legality of such local bylaws,
regulations and requirements, or the right of the Issuing Authority to oppose any such challenge.
Consistent with and subject to the Licensee's existing authority to operate in the Public Rights-
of-Way, grant of this Final License does not establish priority for use over other present or future
permit holders or the Town's own use of Public Rights-of-Way. Any disputes between the
Licensee and other parties regarding use of the Public Rights-of-Way shall be resolved in
accordance with applicable law and regulations.
2.2. issuing Authority Does Not Regulate Telecommunications: The
parties recognize that the FTTP Network is being constructed and will be operated and
maintained as an upgrade to and/or an extension of the Licensee's existing Telecommunications
Facilities under Title II and M.G.L. c. 166. In accordance with applicable law(s), the Issuing
Authority's regulatory authority under Title VI does not extend to the construction, installation,
maintenance or operation of the FTTP Network to the extent the FTTP Network is and/or was
constructed, installed, maintained or operated for the purpose of upgrading and/or extending
Verizon's existing Telecommunications Facilities for the provision of Non-Cable Services. The
Town does not and will not assert jurisdiction over the Licensee's FTTP Network in
contravention of applicable federal or State law(s). The Cable System shall be limited to the
optical spectrum wavelength(s), bandwidth or future technological capacity that is used for the
transmission of Cable Services to Subscribers within the Town and shall not include the
Telecommunications Facilities of the Licensee. Nothing in this Final 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.
2.3. Term: The term of this Final License shall be for a peri od of fifteen
(15) years, commencing on October 30, 2006 (the "Effective Date"), and shall expire at midnight
on October 29, 2021, unless sooner revoked or terminated as provided herein.
2.4. Grant Not Exclusive: This Final 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 itself, at any time during the term of this Final License. The issuance of additional
Town of Lexington Final License --I 0/30/06 8
cable license(s) shall be subject to applicable federal laws, M.G.L. Chapter 166A and applicable
regulations promulgated thereunder.
2.5. Final License Subject to Applicable Federal and State Law: Subject
to Section 2.6 below, this Final License is subject to and shall be governed by all applicable
provisions of federal and State law(s) and regulations as they may be amended, including but not
limited to Title VI and M.G.L. Chapter 166A.
2.6. Change of Laws: If, subsequent to the Effective Date, there is a
change in federal or State law that eliminates the authority of local governments to require and/or
grant cable television licenses and/or franchises for the provision of Cable Service, then to the
extent permitted by law this Final License shall survive such legislation and remain in effect for
the term of this Final License.
2.7. No Waiver:
2.7.1. The failure of the Issuing Authority on one or more occasions to
exercise a right or to require compliance or performance under this Final License, M.G.L.
Chapter 166A or any other applicable law 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 the
Licensee from complying or performing, unless such right or such compliance or performance
has been specifically waived in writing.
2.7.2. The failure of the Licensee on one or more occasions to exercise a
right under this Final License or applicable law, or to require performance under this Final
License, shall not be deemed to constitute a waiver of such right or of performance of this Final
License, nor shall it excuse the Issuing Authority from performance, unless such right or
performance has been specifically waived in writing.
2.8. Construction of Final License:
2.8.1. The provisions of this Final License shall be liberally construed to
effectuate their objectives.
2.8.2. Nothing herein shall be construed to limit the scope or applicability
of Section 625 of the Communications Act, 47 U.S.C. § 545.
2.9. Police Powers: Nothing in this Final License shall be construed to
prohibit the reasonable, necessary and lawful exercise of the Town's police powers, provided
that the Town shall not exercise its police powers in a manner that would result in a material
alteration of the terms and conditions of this Final License. Any such police powers exercised
by the Town in contravention of the preceding sentence shall be of no effect with respect to this
Final License.
2.10. Transfer of the Final License:
2.10.1. Subject to Section 617 of the Communications Act, M.G.L.
Chapter 166A and Section 2.10.2 below, the Licensee shall not transfer this Final License
Town of Lexington final License-10/30/06 9
without the prior consent of the Issuing Authority, provided that such consent shall not be
arbitrarily or unreasonably withheld, delayed or conditioned. Such consent shall be given only
after a public hearing upon a written application therefore on forms prescribed by the Cable
Division and/or the FCC. Subject to applicable law, the Licensee shall submit to the Issuing
Authority an original and one (1) copy of the application on FCC Form 394 requesting such
transfer request. The Issuing Authority shall have one hundred twenty ( 120) days, or such other
time frame that may be established by applicable law, from the filing of the completed Fonn 394
to take fi nal action on it. If the Issuing Authority has not taken final action within such 120 day
period, then the application shall be deemed approved, unless said 120 day period is extended by
mutual consent of the parties.
2.10.2. The Licensee shall not be required to obtain the Issuing
Authority's consent to transfer this Final License in connection with any transaction that does not
constitute a transfer of control under applicable State laws and regulations, including, without
limitation, the following: (i) (A) a transfer of an ownership or other interest in the Licensee to the
parent of the Licensee or to another Affiliate of the Licensee; (B) transfer or assignment of this
Final License or control thereof to the parent of the Licensee or to another Affiliate of the
Licensee; (C) any action which is the result of a merger of the parent of the Licensee; or (D) any
action which is the result of a merger of another Affiliate of the Licensee; or (ii) in connection
with a transfer in trust, by mortgage, by other hypothecation, by assignment of any rights, title,
or interest of the Licensee in this License or the Cable System in order to secure indebtedness;
provided, however, that to the extent that any of the foregoing transactions are determined to
constitute a transfer of control pursuant to 207 CMR 4.01 , then such transaction shall be subject
to the Cable Division's transfer regulations (207 CMR 4.00, et. seq.).
2.10.3. Pursuant to 207 CMR 4.04, as may be amended, and applicable
federal law, in considering a request to transfer control of this Final License, the Issuing
Authority may consider only the transferee's management experience, tech11ical expertise,
financial capability and legal ability to operate the Cable System under this Final License, and
any other criteria allowable under applicable law and/or regulation.
2.10.4. The consent or approval of the Issuing Authority to a transfer of
this Final License shall not constitute a waiver or release of the rights of the Town under this
Final License.
2.10.5. In the event that this Final License is transferred, the transferee
shall be subject to all of the terms and conditions contained in this Final License.
Town of Lexington Final Liccnst -I 0/30/06 10
3. PROVISION OF CABLE SERVICE
3.1. Service Area: The Licensee shall offer Cable Service to substantially
all residential households served by aerial plant, and may make Cable Service available to
businesses in the Service Area, within twelve ( 12) months of the Effective Date, and shall offer
Cable Service to all residential areas of the Service Area within two (2) years of the Effective
Date, except: (A) for periods of Force Majeure; (B) for periods of delay resulting from the
Licensee's inability to obtain authority from the Town to access Public Rights-of-Way in the
Service Area; (C) in developments or buildings that are subject to claimed exclusive
arrangements with other cable providers; (D) in developments or buildings that the Licensee
cannot access under reasonable terms and conditions after good faith negotiations, as determined
in good faith by the Licensee; and (E) in developments or buildings that the 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.
3.2. Availability of Cable Service: The Licensee shall make Cable
Service available to all residential dwelling units, and may make Cable Service available to
businesses, within the Town in confo1mance with Section 3.1. In the areas in which the Licensee
shall provide Cable Service, the Licensee shall be required to connect, at the Licensee's expense,
all residential dwelling units with under6>Tound lines that are within one hundred twenty five
(1 25) feet of trunk or feeder lines not otherwise already served by Licensee's FTTP Network and
all residential dwelling units with aerial lines that are within one hundred fifty ( 150) feet of trunk
or feeder lines not otherwise already served by Licensee's FTTP Network. The Licensee shall be
allowed to recover, from a Subscriber who requests such connection, actual costs incurred for
residential dwelling unit connections that exceed one hundred twenty five (125) feet for
underground lines and one hundred fifty ( 150) for aerial lines and actual costs incurred to
connect any non-residential dwelling unit Subscriber.
3.3. Cable Service to Public Buildings: The Licensee shall provide one
Cable Service drop, outlet and monthly Basic Service along its activated Cable System route in
the Town, as required by M.G.L. Chapter 166A, Section 5(e) at no cost to public schools, police
and fire stations, public libraries and other public buildings designated in writing by the Issuing
Authority. All such written designations shall include the street address of each building. The
current designation of such buildings and their addresses is set forth in Exhibit 8. The Licensee
shall coordi nate the location of each outlet with representatives for each of the buildings
receiving service pursuant to this Section 3.3.
4. SYSTEM FACILITIES
4.1 . System Characteristics: The Licensee's Cable System shall meet or
exceed the following requirements:
4.1.1. The Cable System shall be designed with an initial digital carrier
and analog passband of between 50 and 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.
Town of Lexington Final License -I 0/30/06 11
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 Safety and Health Administration
regulations, the National Electrical Code and the National Electrical Safety Code.
4.1.5 . The Cable System shall be capable of passing through stereo
signals to Subscribers.
4.2. Emergency Alert System: The Licensee shall comply with the
Emergency Alert System ("EAS") requirements of the FCC in order that emergency messages
may be distributed over the Cable System.
4.3. Parental Control Capability: The Licensee shall comply with all
applicable requirements of federal Jaw governing Subscribers' capability to control the reception
of any Channels being received on their television sets.
5. PEG ACCESS SERVICES AND SUPPORT
5.1. PEG Access Channels:
5.1.1. The Licensee shall make available to the Issuing Authority and/or
the Access Corporation, as designated by the Issuing Authority, capacity on its Basic Service
Tier for three (3) PEG Access Channels. The Issuing Authority and/or the Access Corporation
shall have the right to utilize and program a fourth PEG Access Channel. In order to obtain use
of said fourth PEG Access Channel, the Issuing Authority shall write to the Licensee, stating that
the three (3) PEG Access Channels are being programmed with original, non-duplicative, local
programming eighty percent (80%) of the available cablecast hours during a two (2) month
period, excluding alphanumeric "bulletin-board" type programming. The Issuing Authority shall
include program logs and/or other records verifying such usage during said two (2) month time
period. For purposes of this Section 5.1.1, "available cablecast hours" shall mean the hours of
5:00PM to 10:00PM. Within 90 days of the Issuing Authority confirming PEG Access channel
usage as specified herein, the Licensee shall make available to the Issuing Authority and/or the
Access Corporation, a fourth PEG Access Channel
5.1.2. The Licensee may carry PEG Access Programming within and
outside the Town's jurisdictional boundaries, provided that PEG Access Programming from
outside the Town which is carried in the Town shall not be cablecast on the PEG Access
Channels made available to the Issuing Authority and/or the Access Corporation. The Licensee
reserves the right to locate the PEG Access Channels in its Channel lineup in its sole discretion.
If a PEG Access Channel provided under this Article is not being utilized by the Town and/or the
Access Corporation, the Licensee may utilize such PEG Access Channel by providing at least
sixty (60) days advance written notice to the Issuing Authority. In the event that the Town
and/or the Access Corporation determines to use such PEG Access capacity for PEG Access
purposes, the Issuing Authority shall have the right to utilize such PEG Access Channel by
providing at least sixty (60) days advance written notice to the Licensee.
Town of Lexington Final License-10/30/06 12
5.1.3. The Licensee, at the Licensee's expense, shall interconnect its
Cable System at the Access Corporation's studio in the Town (currently located at Kite's End),
or at such other location in the Town as may be necessary to ensure the Licensee's carriage of
the PEG Access Channels over the Cable System. The Licensee shall take reasonable steps to
accomplish such interconnection within one-hundred twenty ( 120) days of the Effective Date,
provided that the Town and the Access Corporation shall cooperate with the Licensee with
respect to such interconnection, including, without limitation, providing the Licensee with
reasonably sufficient access to the studio or such other location. The Licensee shall provide,
install, maintain, repair and replace equipment as may be necessary to receive and transmit such
PEG Access Programming from the designated location to Subscribers. The interconnection
shall be implemented in consultation with the Town and/or its designee(s) to ensure coordination
and implementation of same.
5.2. PEG Access Capital Funding, !NET Funding and PEG Access/Cable
Related Funding:
5.2. l. PEG Access Capital Funding: The Licensee shall provide
equipment and/or facilities funding to the Issuing Authority and/or the Access Corporation, as
directed by the Issuing Authority, for the support of the production of local PEG Access
Programming and/or other cable-related purposes (the "PEG Access Capital Funding"). The PEG
Access Capital Funding provided by the Licensee hereunder shall be Fifty Two Thousand, Five
Hundred Dollars ($52,500), payable as follows: (i) Thirty Five Thousand Dollars ($35,000)
within forty five ( 45) days of the Effective Date and (ii) Seventeen Thousand Five Hundred
Dollars ($17,500) on or before the third (3rd) anniversary of the Effective Date. The Town
and/or the Access Corporation shall own all equipment purchased with funding pursuant to this
Section 5.2.1, and the Licensee shall have no obligation to maintain, repair, replace or insure any
such equipment.
5.2.2. /NET Funding: The Licensee shall provide an annual payment of
Seventeen Thousand Six Hundred Six Dollars ($17,606) to the Issuing Authority as !NET
funding to the Issuing Authority. The first such payment shall be made within forty-five (45)
days of the Effective Date. Subsequent annual payments shall be made on each anniversary of
the Effective Date, for the entire term of this Final License.
5.2.3 . PEG Access/Cable-Related Funding: The Licensee shall provide
funding to the Town and/or the Access Corporation, as directed by the Issuing Authority, to be
used to support ongoing operations of PEG Access Programming ("PEG Access/Cable-Related
Funding"). Such funding shall be used by the Town and/or the Access Corporation for personnel,
operating and other related expenses incurred in connection with PEG Access Programming
operations and other cable-related purposes. Subject to Section 6.2 below, the PEG
Access/Cable-Related Funding provided by the Licensee hereunder shall be five percent (5%) of
the Licensee's annual Gross Revenues and shall be paid in accordance with Section 5.2.4 below.
Each such payment shall be accompanied by a Gross Revenue reporting form substantially in the
fom1 of Exhibit C
5.2.4. Payments: The PEG Access/INET Support payments, pursuant to
Section 5.2.3 above, shall be made no later than forty-five (45) days following the end of each
Town or Lexington Final Liccns.:-10/30/06 13
calendar quarter. The Licensee shall be allowed to provide an extra payment if needed to correct
any payments that were incorrectly omitted, or shall have the right to offset against future
payments any payments that were incorrectly submitted, in connection with the quarterly
remittances within ninety (90) days following the close of the calendar quarter for which such
payments were applicable. For purposes of this Section 5.2.4, the period for detennining Gross
Revenues shall be the preceding calendar quarter. If the Licensee bundles Cable Service with
Non-Cable Service, the Licensee agrees that it shall allocate the discount associated with such
bundle consistent with the portion allocated in the Licensee's books and records kept in the
regular course of the Licensee's business and consistent with generally accepted accounting
principles. However, the parties agree that tariffed Telecommunications Services that cannot be
discounted under State or federal law or regulation are excluded from the bundled discount
allocation obligations in this Section.
5.2.5. Recove1y of Costs: To the extent permitted by applicable federal
law, the Licensee shall be allowed to recover the costs of the PEG Access/INET Capital
Funding, the PEG Access/Cable-Related Funding and any other costs, including interconnection
costs (to the extent permitted by applicable law), arising from the provision of PEG Access
services from Subscribers and to include such costs as a separately billed line item on each
Subscriber's bill.
5.2.6. Late Payments: In the event that any of the PEG Access Capital
Funding (Section 5.2.1), INET Funding (Section 5.2.2), the PEG Access/Cable-Related Funding
(Section 5.2.3) and/or the License Fee payments (Section 6.1 below) is or are not paid on or
before the due date set forth in this Final License for such payments, then interest shall accrue
from the due date until the date paid at the rate of two percent (2%) per annum above the Prime
Rate, compounded annuall y.
5.3. PEG Access Channel Maintenance/Technical
Standards/Pe;formance Tests: The Licensee shall monitor the PEG Access Channels for
technical quality consistent with applicable FCC technical standards, as such standards may be
amended from time to time, and shall ensure that they are maintained at standards the same as
those which apply to the Cable System's commercial channels; provided that the Licensee is not
responsible for the production quality of PEG Access Programming productions, nor for any
deficiencies in the signal that it receives from the Town and/or the Access Corporation. Upon
the written request of the Issuing Authority, the Licensee shall make available to the Town a
copy of the Licensee's most recent annual performance tests.
5.4. Censorship: The Licensee, the Town and the Access Corporation
shall comply with applicable laws regarding program censorship or any other control of the
content of the PEG Access Programming on the Cable System.
5.5. PEG Operational Rules. The Issuing Authority and/or the Access
Corporation shall establish rules and regulations that require all local producers and users of any
of the PEG Access facilities or Channels to assume individual responsibility for any program-
based liability including but not limited to liability for copyright infiingement or defamation, and
to hold the Town and the Licensee hannless for same, subject to applicable Title VI and FCC
requirements. The Access Corporation shall establish rules and regulations for use of PEG
Town of L~xington Final License -I 0/30/06 14
Access facilities consistent with, and as required by, Section 611 of the Communications Act ( 4 7
U.S.C. § 531) and this Final License.
6. LICENSE FEES
6.1. License Fee: Pursuant to Section 9 of M.G.L. Chapter 166A, the
Licensee shall pay to the Town, throughout the term of this Final License, a license fee equal to
fifty cents ($.50) per Subscriber per year.
6.2. Maximum License Fee Obligation: The Licensee shall not be liable
for an annual License Fee commitment pursuant to this Final License and applicable law in
excess of five percent (5%) of its annual Gross Revenues; provided that such 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 M.G.L. Chapter 166A, and (iii)
the PEG Access/Cable-Related Funding (Section 5.2.3); provided, however, that such five
percent (5%) cap shall not include (A) the PEG Access Capital Funding (Section 5.2.1 ), (B)
INET Funding (Section 5.2.2); (C) PEG access interconnection costs (Section 5.1.3), (D) any
interest due herein to the Town and/or the Access Corporation because of late payments (Section
5.2.5), (E) any liquidated damages (Section 11.6), and (F) any other exclusions to the term
"franchise fee" pursuant to Section 622(g)(2) of the Communications Act.
6.3. Payrnent Information: In determining the License Fee, the number of
Subscribers shall be measured as of December 3 I of the preceding calendar year. The License
Fee shall be paid no later than March 15 of each year during the term of this Final License.
6.4. Limitation on Actions: The period of limitation for recovery of any
payment obligation under this Final License shall be three (3) years from the date on which
payment by the Licensee is due.
6.5. Recomputation:
6.5.1. Tender or acceptance of any payment made pursuant to Article 5
and/or 6 herein 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 Section 5.2.5 above and/or pursuant to
this Section 6.5. All amounts shall be subject to audit and recomputation by the Issuing
Authority pursuant to this Section 6.5.
6.5.2. If the Issuing Authority has reason to believe that any such
payment is incorrect, it shall notify the Licensee thereof in writing within ninety (90) business
days after receiving such payment. The Licensee shall then have ninety (90) 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, provided that the Issuing Authority shall be limited to one audit every
three years during the term of this Final License, which audit shall be applicable to the previous
three (3) year period in accordance with Section 6.4 above. It~ after such audit and
Town or Lexington Final License -10/30/06 15
recomputation, an additional fee is owed to the Town, then such fee shall be paid within thirty
(30) business days after such audit and recomputation, together with any applicable late charges
calculated pursuant to Section 5.2.5 above. Further, in the event that the Licensee owes an
additional fee of more than five percent (5%), then the Licensee shall be required to reimburse
the Issuing Authority's reasonable audit expenses in an amount not to exceed Three Thousand
Dollars ($3,000).
6.6. 1\;f ethod of Payment: All License Fee payments by the Licensee to
the Town pursuant to this Final License shall be made payable to the Town and deposited with
the Town Treasurer.
6.7. Other Payment Obligations and Exclusions: Subject to Section
622(g)(1) of the Communications Act, 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 the 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 herein.
6.8. Affiliates Use of System: Use of the Cable System by any Affiliates
of the Licensee shall be in compliance with applicable State and/or federal laws.
7. CUSTOMER SERVICE
The customer service standards in this Article 7 shall apply to the Licensee regarding its
provision of Cable Services over the Cable System in the Town, and shall be binding unless
amended by written consent of the parties.
7.1. Bill Payment Office; Equipment Pick-Up. The Licensee will use
commercially reasonable efforts to provide a bill payment office convenient to the Town of
Lexington as soon as possible. For Subscriber equipment pick-up, the Licensee will provide for
one or more of the following methods: (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
7.2. Telephone Availability:
7.2.1. The Licensee shall maintain a local and a toll-free number to
receive all calls and inquiries from Subscribers in the Town and/or residents regarding Cable
Service. The Licensee's representatives shall be trained and qualified to answer questions related
to Cable Service in the Town and shall be available to receive reports of Service Interruptions
and Significant Outages twenty-four (24) hours a day, seven (7) days a week, and all other
inquiries at least forty-five (45) hours per week. The Licensee representatives shall identify
themselves by name when answering this number.
Town of Lexington Final License -I 0/30/06 16
7.2.2. 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 telephone company or companies serving the Town, beginning with the next
publication cycle after the Effective Date.
7.2.3. The Licensee may use an Automated Response Unit ("ARU") or a
Voice Response Unit ("VRU") to distribute telephone 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.
7.2.4. 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.
7.2.5. Under Normal Operating Conditions, callers to the Licensee shall
receive a busy signal less than three percent (3%) of the time during any calendar quarter.
7.2.6. Upon request from the Issuing Authority, but in no event more
than once a quarter, thirty (30) days following the end of each quarter, the Licensee shall report
to the Issuing Authority in writing 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 Section 7.2.4.
(2) Percentage of time customers received busy signal when calling
the customer service center as set forth in Section 7.2.5.
Subject to applicable consumer privacy requirements, underlying
information used to generate said reports will be made available to the Town for review upon
reasonable request.
7.2.7. 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 Issuing Authority in writing of such a change at least thirty (30) days in advance of
any implementation.
7.3. lnsta!!ations and Service Appointments:
Town of Lexington Final License -l 0/30/06 17
7.3.1. All installations shall be in accordance with applicable FCC rules
relating to grounding, connection of equipment, and the provision of required consumer
infonnation and literature to adequately inform the Subscriber about using the Licensee-supplied
equipment and Cable Service.
7.3.2. 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.
7.3.3. The Licensee shall provide the Issuing Authority with a report,
upon request from the Issuing Authority but in no event more than once a quarter thirty (30) days
following the end of each quarter, 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 applicable consumer privacy requirements, underlying information
used to generate said reports shall be made available to the Issuing Authority for review upon
reasonable request. At the Licensee's option, the measurements and reporting of the above may
be changed from calendar quarters to billing or accounting quarters. The Licensee shall notify
the Issuing Authority in writing of such a change not less than thirty (30) days in advance.
7.3.4. The Licensee shall 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, generall y
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.
7.4. Service Interruptions and Outages:
7.4.1. The Licensee shall promptly notify the Issuing Authority in w1iting
of any Significant Outage of the Cable Service.
7.4.2. 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
fo ur (4) hours du1ing any twenty-four (24) hour period only after the Town and each affected
Subscriber in the Service Area have been given fifteen ( 15) days prior notice of the proposed
Significant Outage.
7.4.3. Under Normal Operating Conditions, the Licensee shall Respond
to a call from a Subscriber regarding a Service Interruption or other service problems within the
following time frames:
Town of Lexington Final License -10/30/06 18
(1) Within twenty-four (24) hours, including weekends, of receiving
Subscriber calls respecting Service Interruptions in the Service Area.
(2) The Licensee shall 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.
7.4.4. Under Normal Operating Conditions, the Licensee shall complete
Service Calls within seventy-two (72) hours of the time the 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.
7.4.5. The Licensee shall meet the standard in Section 7.4.4 for ninety
percent (90%) of the Service Calls it completes, as measured on a qua1ierly basis.
7.4.6. The Licensee shall provide the Issuing Authority with a report in
writing, upon request from the Issuing Authority, but in no event more than once a quarter within
thi1iy (30) days following the end of each calendar quatier, 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 Call within the seventy-two (72) hour
period as set forth in this Section 7.4. Subject to applicable consumer privacy requirements,
underlying infonnation used to generate said repotis shall be made available to the Issuing
Authority for review upon reasonable request. At the Licensee's option, the above measurements
and reporting may be changed from calendar quarters to billing or accounting quarters. The
Licensee shall notify the Issuing Authority in writing of such a change at least thi1iy (30) days in
advance.
7.4.7. Under Nom1al Operating Conditions, if a Significant Outage affects
all Video Programming Cable Services for more than twenty-four (24) consecutive hours, the
Licensee 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 Service for the proportionate
time the Cable Service was out, whichever is technically fe asible or, if both are technically
feasible, as determined by the Licensee provided that such determination is non-discriminatory
and in accordance with applicable laws. Such credit shall be reflected on Subscriber billing
statements within the next available billing cycle following the outage.
7.4.8. With respect to service issues concerning Cable Services provided
to Town facilities, the Licensee shall Respond to all inquiries from the Town within four ( 4)
hours and shall commence necessary repairs within twenty-four (24) hours under Nonna!
Operating Conditions. If such repairs cannot be completed within twenty-four (24) hours, the
Licensee shall notify the Issuing Authority in writing as to the reason(s) for the delay and
provide an estimated time of repair.
7.5. Subscriber Complaints:
Town of Lexiugton Final Lic0nsc -l 0/30/06 19
Under Normal Operating Conditions, the Licensee shall resolve Subscriber
Complaints referred by the Issuing Authority within seventy-two (72) hours; provided, however,
that the Licensee shall notify the Issuing Authority of those matters that necessitate an excess of
seventy-two (72) hours to resolve, which matters shall be resolved within fifteen ( 15) days of the
initial Complaint. The Issuing Authority 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 7.5, "resolve" means that the Licensee shall perform those actions,
which, in the normal course of business, are necessary to investigate the Subscriber's Complaint
and advise the Subscriber of the results of that investigation.
7.6. Billing:
7.6. l. Subscriber bills shall be itemized to describe Cable Services
purchased by Subscribers and related equipment charges, and shall include the information
required by 207 CMR 10.03(1) in clear, concise and understandable language and format. Bills
shall clearly delineate all Cable Service activity during the billing period, including optional
charges, rebates, credits, and aggregate late charges. In accordance with applicable law(s), the
Licensee shall be allowed to itemize as separate line items, without limitation, License Fees,
taxes and/or other governmentally imposed fees. The Licensee shall maintain records of the date
and place of mailing of Subscriber bills.
7.6.2. In accordance with 207 CMR 10.05(1 ), Subscriber payment shall
be due on the due date marked on the bill, which shall be a date certain and in no case a
statement that the bill is due upon receipt. The due date shall not be less than five (5) business
days following the mailing date of the bill.
7.6.3. A specific due date shall be listed on the bill of every Subscriber.
7.6.4. Any billing disputes registered by a Subscriber shall be resolved in
accordance with 207 CMR 10.07.
7.6.5. The Licensee shall notify the Subscriber of the result of its
investigation of any Complaint and shall give an explanation for its decision within thirty (30)
business days after the receipt of the Complaint. The Subscriber shall forfeit any rights under
207 CMR l 0.07 if he or she fails to pay the undisputed balance within 30 days. Any Subscriber
who disagrees with the results of the Licensee's investigation shall promptly inquire about and
take advantage of any Complaint resolution mechanism, fonnal or informal, available under this
Final License or through the Issuing Authority before the Cable Division may accept a petition.
The Subscriber or the Licensee may petition the Cable Division to resolve disputed matters
within thirty (30) days of any final action.
7.6.6. The Licensee shall forward a copy of any Cable Service related
billing inserts or other mailing sent to Subscribers, to the Issuing Authority upon request.
7.6.7. The Licensee shall provide all Subscribers with the option of
paying for Cable Service by check or an automatic payment option where the amount of the bill
is automatically deducted from a checking account designated by the Subscriber. The Licensee
Town of Lexington Final License-10/30/06 20
may in the future, at its discretion, pennit payment by using a major credit card on a
preauthorized basis. Based on credit history, at the option of the Licensee, the payment
alternative may be limited.
7.7. Deposits, Rejimds and Credits:
7.7.1. The Licensee shall comply with 207 CMR l 0.08 with respect to
security deposits.
7.7.2. Under Normal Operating Conditions, refund checks shall 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).
7.7.3. Credits for Cable Service shall 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.
7.8. Rates, Fees and Charges:
7.8.1. The Licensee shall not, except to the extent permitted by
applicable laws, impose any fee or charge for Service Calls to a Subscriber's premises to perfonn
any repair or maintenance work related to the Licensee's 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 the 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).
7.8.2. The Licensee shall provide reasonable notice to Subscribers of the
possible assessment of a late fee on bills or by separate notice. The Licensee's imposition of late
fees shall comply with 207 CMR 10.05(3).
7.9. Termination ofService :
7.9.1. The Licensee shall comply with 207 CMR 10.05 with respect to
delinquency and termination of service.
7.9.2. In accordance with applicable laws and regulations, 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 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.
7. l 0. Communications with Subscribers:
Town of Lexington Final License-10/30/06 21
7.10.1. The Licensee shall require that: (i) all Licensee personnel,
contractors and subcontractors contacting Subscribers or potential Subscribers outside the office
of the Licensee wear a clearly visible identification card bearing their name and photograph; (ii)
all Licensee representatives wear appropriate clothing while working at a Subscriber's premises;
and (iii) every service vehicle of the Licensee and its contractors or subcontractors shall (a) be
clearly identified as such to the public, (b) have the Licensee's logo plainly visible and (c) have
the contractor's/ subcontractor's name plus markings (such as a magnetic door sign) indicating
they are under contract to the Licensee. In addition, the Licensee shall make reasonable effort to
account for all identification cards at all times.
7 .10.2. The Licensee shall require that all contact with a Subscriber or
potential Subscriber by a Person representing the Licensee shall be conducted in a courteous and
professional manner.
7.10.3. 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.
7. I 0.4. All notices identified in this Section 7. IO shall be by either:
(I) 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, if allowed under applicable laws
and regulations.
7.10.5. Pursuant to 207 CMR 10.01(1), the Licensee shall give written
notice of its bill ing practices to potential Subscribers before a subscription agreement is reached.
Pursuant to 207 CMR 10.0 I (3), the Licensee shall provide the Issuing Authority and all affected
Subscribers with at least thirty (30) days notice prior to implementing a change of one of its
billing practices.
7. I 0.6. Pursuant to 207 CMR 10.02(2), the Licensee shall provide the
Cable Division, Issuing Authority and all affected Subscribers with at least thirty (30) days
notice prior to implementing an increase in one of its rates or charges or a substantial change in
the number or type of Programming services in the Town.
7.10.7. 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, and at any time upon request from any Subscriber:
( 1) Products and Cable Service offered;
(2) Prices and options for Cable Services and condition of subscription
to Cable Services, including prices for Cable Service options, equipment rentals, program guides,
installation, downgrades, late fees and other fees charged by the Licensee related to Cable
Service;
Town of Lexington Final License -I 0/30/06 22
(3) Installation and maintenance policies;
( 4) Channel positions of Cable Services offered on the Cable System;
(5) Complaint procedures, including the name, address and telephone
number of the Issuing Authority, 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.
7 .10.8. Notices of changes in rates shall indicate the Cable Service new
rates and old rates, if applicable.
7.10.9. 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.
7.10.10. Every notice of termination of Cable Service shall include the
following information:
( 1) The name and address of the Subscriber whose account 1s
delinquent;
(2) The amount of the delinquency for all Cable 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.
8. REPORTS AND RECORDS
Town of Lexington Final License -I 0/30/06 23
8.1. Open Books and Records: Upon at least thirty (30) business days
written notice to the Licensee, the Issuing Authority or its designee shall have the right to inspect
at a location reasonably and mutually convenient to the parties hereto the Licensee's books and
records pertaining to the Licensee's provision of Cable Service in the Town at any time during
Normal Business Hours and on a reasonable and nondisruptive basis, as is reasonably necessary
to ensure compliance with the terms of this Final License. Such notice shall specifically
reference the section or subsection of this Final License which is under review, so that the
Licensee may organize the necessary books and records for appropriate access by the Issuing
Authority. The Licensee shall not be required to maintain any books and records for License
compliance purposes longer than three (3) years. Notwithstanding anything to the contrary set
forth herein, the Licensee shall not be required to disclose information that it reasonably deems
to be proprietary or confidential in nature, nor disclose any of its or an Affiliate's books and
records not relating to the provision of Cable Service in the Town. If the Licensee believes that
the requested information is proprietary or confidential, the Licensee shall provide the following
information to the Issuing Authority: (i) specific identification of the information; (ii) a
statement attesting to the reason(s) the Licensee believes the information is confidential; and (iii)
a statement that the documents are available at the Licensee's designated offices for inspection
by the Issuing Authority. The Issuing Authority shall take reasonable steps consistent with
appli cable law to protect the proprietary and confidential nature of any books, records, maps,
plans or other documents requested by the Issuing Authority that are provided pursuant to this
License to the extent they are designated as such by the Licensee. The Licensee shall not be
required to provide Subscriber information in violation of Section 631 of the Communications
Act, 47 U.S.C. § 551.
8.2. Records Required: The Licensee shall at all times maintain:
8.2.1. Records of all written Complaints for a period of three (3) years after
receipt by the Licensee.
8.2.2 . 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;
8.2.3. Records of service calls for repair and maintenance for a period of three (3)
years after resolution by the 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;
8.2.4. Records of installation/reconnection and requests for service extension for
a period of three (3) years after the request was fulfilled by the Licensee, indicating the date of
request, date of acknowledgment, and the date and time service was extended; and
8.2.5. A map showing the area of coverage for the provisioning of Cable Services
and estimated timetable to commence providing Cable Service.
Town of Lexington Final License -10/30/06 24
8.3. Dual Filings: Upon written request of the Issuing Authority, the
Licensee shall provide 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.
8.4. Proof of Pe,formance Tests: Upon written request of the Issuing
Authority, the Licensee shall provide a copy of proof of performance tests required by applicable
law.
8.5. Annual Pe,formance Review: The Issuing Authority or its designee
may, at its discretion but not more than once per twelve-month period, hold a performance
evaluation session. The purpose of such evaluation session shall be to review the Licensee's
compliance with the terms and conditions of this Final License including, without limitation, the
Licensee's compliance with Section 7.1 above and a discussion regarding whether Verizon will
locate a customer payment location in the Town. The Issuing Authority shall provide the
Licensee with thirty (30) days advance written notice of such evaluation session. The Issuing
Authority shall provide the Licensee with a written report with respect to the Licensee's
compliance within sixty (60) days after the conclusion of such evaluation session ..
8.6. Quality of Service: If there exists credible evidence which, in the
reasonable judgment of the Issuing Authority, casts doubt upon the reliability or technical quality
of the Licensee's Cable Services in the Town, then, after notice to the Licensee and an
opportunity to cure, the Issuing Authority shall have the right to require the Licensee to test,
analyze and report in writing on the performance of the Cable System.
9. INSURANCE AND INDEMNIFICATION
9.1. Insurance:
9.1.1. The Licensee shall maintain in full force and effect, at its own cost
and expense, during the term of this Final License, the following insurance coverage:
9.1.1. I. Commercial General Liability Insurance in the amount of
one million dollars ($1,000,000) combined single limit for property damage and bodily injury.
Such insurance shall cover the construction, operation and maintenance of the Cable System, and
the conduct of the Licensee's Cable Service business in the Town.
9.1.1.2. Automobile Liability Insurance 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.
Town of Lexington Final License -10/30/06 25
9.1.1.5. Excess liability or umbrella coverage of not less than five
million dollars ($5,000,000).
9.1.2. The Town shall be designated as additional insured under each of
the insurance policies required in this Article 9 except Worker's Compensation and Employer's
Liability Insurance.
9.1 .3. The 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 Final License.
9.1.4. Each of the required insurance policies shall be with sureties
qualified to do business in the State of Massachusetts, with an A-or better rating for financial
condition and fi nancial performance by Best's Key Rating Guide, Property/Casualty Edition.
9.1.5. Upon written request, the Licensee shall deliver to the Issuing
Authority Certificates of Insurance showing evidence of the required coverage.
9.2. Indemnification:
9.2.1. The Licensee shall, at its sole cost and expense, indemnify and hold
ham1less the Issuing Authority, the Town, its officials, boards, commissions, committees, agents
and/or employees against all claims for damage, including without limitation damage to Persons
or property, real and personal, due to the actions of the Licensee, its employees, officers or
agents arising out of the installation, maintenance and/or operation of the Cable System under
this Final License. Indemnified expenses shall include all reasonable attorneys' fees and costs
incurred by the Town up to such time that the Licensee assumes defense of any action hereunder.
The Issuing Authority shall give the Licensee written notice of its obligation to indemnify and
defend the Issuing Authority within ten ( 10) business days of receipt of a claim or action
pursuant to this section.
9.2.2. With respect to the Licensee's indemnification obligations set forth
in Section 9.2.1, the Licensee shall, at its own expense, provide the defense of any claims
brought against the Town by selecting counsel of the Licensee's choice to defend the claim,
subject to the consent of the Issuing Authority, which shall not unreasonably be withheld.
Nothing herein shall be deemed to prevent the Issuing Authority from cooperating with the
Licensee and participating in the defense of any litigation by its own counsel at its own cost and
expense, provided however, that after consultation with the Issuing Authority, the Licensee shall
have the right to defend, settle or compromise any claim or action arising hereunder, and the
Licensee shall have the authority to decide the appropriateness and the amount of any such
settlement. In the event that the terms of any such settlement includes the release of the Town
and the Issuing Authority does not consent to the terms of any such settlement or compromise,
the Licensee shall not settle the claim or action but its obligation to indemnify the Town shall in
no event exceed the amount of such settlement.
9.3. Pe,formance Bond. The Licensee shall maintain, without charge to
the Town, throughout the term of the Final License a faithful performance bond running to the
Town of Lexington Final License -I 0/30/06 26
Town, with good and sufficient surety licensed to do business in the State in the sum of seventy
five thousand dollars ($75,000). Said bond shall be conditioned upon the faithful performance
and discharge of all of the obligations imposed by this Final License. The performance bond
shall be effective throughout the term of this Final License and shall be conditioned that in the
event that the Licensee shall fail to comply with any one or more provisions of this Final
License, or to comply with any order, pennit or direction of any department, agency,
commission, board, division or office of the Town having jurisdiction over its acts, or to pay any
claims, liens or taxes due the Town which arise by reason of the construction, upgrade,
maintenance and/or operation of the Cable System, the Town shall recover from the surety of
such bond all damages suffered by the Town as a result thereof, pursuant to Article 11 below.
Said bond shall be a continuing obligation of this Final License, and thereafter until the Licensee
has satisfied all of its obligations to the Town that may have arisen from the grant of the Final
License or from the exercise of any privilege herein granted. In the event that a performance
bond provided pursuant to this Final License is not renewed or cancelled, the Licensee shall
provide a new performance bond pursuant to this Section 9.3 within thirty (30) days of such
failure to renew or cancellation. Neither cancellation, nor termination nor refusal by the surety
to extend the bond, nor the inability of the Licensee to file a replacement bond or replacement
security for its obligations under this Final License, shall constitute a loss to the Town
recoverable under the bond. Neither this section, any bond accepted pursuant thereto, or any
damages recovered thereunder shall limit the liability of the Licensee under the Final License.
Recourse by the Town of remedies available under this Section 9.3 shall not be exclusive of
other lawful remedies available to the Town at law and equity. Said bond shall be substantially
in the form of Exhibit D attached hereto.
10. RENEW AL OF LICENSE
The Issuing Authority and the Licensee agree that any proceedings undertaken by
the Town that relate to the renewal of this Final License shall be governed by and comply with
the provisions of Section 626 of the Communications Act, 47 U.S.C. § 546, and M.G.L. Chapter
166A. The Town shall notify the Licensee of any ascertainment proceedings conducted pursuant
to Section 626 of the Communications Act, and shall provide the Licensee with a copy of the
record of such proceeding.
11. ENFORCEMENT AND TERMINATION OF LICENSE
11.1. Notice of Violation: If at any time the Issuing Authority believes that
the Licensee has not complied with the terms of this Final License, the Issuing Authority shall
informally discuss the matter with the Licensee, however the Issuing Authority reserves the right
to inform the Licensee of such non-compliance in writing prior to informal discussions. If such
informal 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").
11.2. The Licensee 's Right to Cure or Respond: The Licensee shall have
thirty (30) days from receipt of the Noncompliance Notice to: (i) respond in writing to the
Town of Lexington Final License -l 0/30/06 27
Issuing Authority, if the 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 thirty (30) day period, initiate reasonable steps to remedy such
noncompliance, continue such efforts until said noncompliance is cured, and notify the Issuing
Authority at no more than twenty-one (2 I) day intervals as to the Licensee's efforts and progress
to remedy such noncompliance. Upon a jointly agreed upon cure of any noncompliance by the
Issuing Authority and the Licensee, the Issuing Authority shall provide the Licensee with written
confirmation that such cure has been effected.
11.3. Public Hearing : In the event that the Licensee fails to respond to the
Noncompliance Notice pursuant to the procedures set forth in Section 11.2 above, and if the
Issuing Authority 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 at least thirty (30) days prior written notice of such public hearing, which will specify
the time, place and purpose of such public hearing and whether revocation of this Final License
is a possible consequence. At any designated public hearing where revocation of this Final
License is not a possible consequence, the Licensee shall be provided a fair opportunity for full
participation, including the right to be represented by legal counsel and to introduce relevant
evidence. At any designated public hearing where revocation of this Final License is a possible
consequence, the Licensee shall be provided a fair opportunity for full participation, including
the right to be represented by legal counsel and to introduce relevant evidence, and shall also
have the right 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 pennitted by law, and to question and/or cross examine witnesses. A complete
record shall be made of such hearing. Within thirty (30) days of the close of the hearing, the
Issuing Authority shall issue a written determination of its findings.
11.4. Enforcement: In the event the Issuing Authority, after the public
hearing set forth in Section 11 .3 above, determines that the Licensee is in default of any
provision of this Final License, the Issuing Authority may:
11.4.1 . Seek specific performance of any provision, which reasonably
lends itself to such remedy, as an alternative to damages;
11.4.2. Commence an action at law for monetary damages or seek other
equitable relief;
11.4.3 . Assess liquidated damages m accordance with the schedule set
forth in Section 11.6 below;
11 .4.4. Submit a claim against an appropriate part of the perfonnance
bond pursuant to Section 9.3 above;
11 .4.5. In the case of a substantial noncompliance of a material provision
of this Final License, seek to revoke this Final License in accordance with Section 11.5; or
11 .4.6. Invoke any other lawful remedy available to the Town.
Town of Lexington Final License-10/30/06 28
l l .5. Revocation: In the event that the Issuing Authority determines that it
will revoke this Final License pursuant to Section 11.4 above, the Licensee may appeal such
written determination of the Issuing Authority to an appropriate court or to the Cable Division,
which shall have the power to review the decision of the Issuing Authority consistent with
applicable law and regulation. The Licensee shall be entitled to such relief as the court finds
appropriate. Such appeal must be taken within sixty (60) days of the Licensee's receipt of the
written detennination of the Issuing Authority. 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 Final License in lieu of revocation of this Final License.
l l .6. Liquidated Damages: For the violation of any of the following
provisions of this Final License, liquidated damages shall be paid by the Licensee to the Issuing
Authority. Any such liquidated damages shall be assessed as of the date that the Licensee
received written notice of the provision or provisions which the Issuing Authority believes are in
default, provided that the Issuing Authority has made a determination of default in accordance
with the procedures set forth in Sections 11.1 through 11.4 above. On an annual basis from the
Effective Date, the Licensee shall not be liable for liquidated damages that exceed thirty
thousand dollars ($30,000). The liquidated damages shall be assessed as follows:
(I) For failure to obtain the advance, written approval of the Issuing Authority for any
transfer of the Final License in accordance with Section 2.10 herein, Three Hundred Dollars
($300.00) per day, for each day that any such non-compliance continues;
(2) For failure to comply with the PEG Access provisions in accordance with the Section 5.1
herein, Three Hundred Dollars ($300.00) per day, for each day that any such non-compliance
continues; and
(3) Beginning six (6) months after the Service Date, for failure to comply with the customer
service standards in accordance with Article 7 herein, Three Hundred Dollars ($300.00) per day that
any such non-compliance continues.
Such liquidated damages shall not be a limitation upon any other provisions of this Final License
and applicable law, including revocation, or any other statutorily or judicially imposed penalties or
remedies; provided, however, that in the event that the Issuing Authority collects liquidated
damages for a specific breach for a specific period of time, pursuant to Section 11.6 above, 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. Each of the above-mentioned cases of non-compliance
shall result in damage to the Town, its residents, businesses and institutions, compensation for
which will be difficult to ascertain. The Licensee agrees that the liquidated damages in the amounts
set forth above are fair and reasonable compensation for such damage. The Licensee agrees that said
foregoing amounts are liquidated damages, not a penalty or forfeiture, and are within one or more
exclusions to the term "franchise fee" provided by Section 622(g)(2)(A)-(D) of the Communications
Act.
Town of Lexington Final License -10/30/06 29
12. MISCELLANEOUS PROVISIONS
12.1. Actions o_f Parties: In any action by the Town or the Licensee that is taken
pursuant to the tenns of this Final License, such party shall act in a reasonable, expeditious, and
timely manner. Furthennore, in any instance where approval or consent is required by either
party under the terms hereof, such approval or consent shall not be unreasonably withheld,
delayed or conditioned.
12.2. Jurisdiction: Jurisdiction and venue over any dispute, action or suit
arising out of this Final License shall be in a federal or State court of appropriate venue and
subject matter jurisdiction located in the State, and the parties hereby agree to be subject to the
personal jurisdiction of said court for the resolution of any such dispute.
12.3. Binding Acceptance: This Final License shall bind and benefit the parties
hereto and their respective heirs, beneficiaries, administrators, executors, receivers, trustees,
successors and assigns.
12.4. Preemption: In the event that federal or State law, rules, or regulations
preempt a provision or limit the enforceability of a provision of this Final License, such
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 thereupon 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 Issuing Authority.
12.5. Force Majeure: If by reason of Force Majeure, either party is unable in
whole or in part to carry out its obligations hereunder, said party shall not be held in violation or
default during the continuance of such inability.
12.6. Acts or Omissions ofA_ffiliates : During the term of this Final License, the
Licensee shall be liable for the acts or omissions of its Affiliates to the extent arising out of any
such Affiliate's operation of the Cable System to provide Cable Services in the Town.
12.7. Warranties: Each party hereto warrants, represents and acknowledges to
the other party that, as of the Effective Date, such party has the requisite power and authority
under applicable law and its organizational documents, if any, and is authorized and has secured all
consents which are required to be obtained as of the Effective Date, to enter into and be legally
bound by the terms of this Final License.
12.8. N otices: Unless otherwise expressly stated herein, notices required under
this Final License shall be mailed first class, postage prepaid, to the addressees below. Each
party may change its designee by providing written notice to the other party.
12.8.1 . Notices to the Licensee shall be mailed to:
Verizon New England, Inc.
Town of Lexington Final License -10/30/06 30
185 Franklin Street
Boston, MA 02110
Attention: Donna C. Cupelo, President
12.8.2. with a copy to:
Verizon Communications, Inc.
Verizon Telecom
One Verizon Way
Room VC43E010
Basking Ridge, NJ 07920-1097
Attention: Jack White, Senior VP and Deputy General Counsel
12.8.3. Notices to the Issuing Authority shall be mailed to:
Town of Lexington
Town Office Building
1625 Massachusetts A venue
Lexington, MA 02420-3893
Attention: Carl Valente, Town Manager
12.8.4. with a copy to Town Counsel:
Anderson & Krieger, LLP
43 Thorndike St.
Cambridge, MA 02141
Attention: William Lahey, Esquire
12.9. Entire Agreement: This Final License and the Exhibits hereto constitute
the entire agreement between the Licensee and the Issuing Authority, and it supersedes all prior
or contemporaneous agreements, representations or understandings (written or oral) of the parties
regarding the subject matter hereof and can be amended or modified only by a written instrument
executed by both parties.
12.10. Captions: The captions and headings of articles and sections throughout
this Final License are intended solely to facilitate reading and reference to the sections and
provisions of this Final License. Such captions shall not affect the meaning or interpretation of
this Final License.
12.11. Severability: If any section, subsection, sentence, paragraph, term, or
prov1s10n hereof is determined to be illegal, invalid, or unconstitutional, 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, tenn or provision hereof, all of which will remain in full force and effect for the term
of this Final License.
Town of Lexington Final License -I 0/30/06 3 1
12.12. Recitals: The recitals set forth in this Final License are incorporated into
the body of this Final License as if they had been originally set forth herein.
12.13. No Recourse Against Issuing Authority: Pursuant to Section 635A(a) of
the Communications Act (47 U.S.C. § 555(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 Final License
12.14. F1TP Network Transfer Prohibition: Under no circumstance including,
without limitation, upon expiration, revocation, termination, denial of renewal of this Final
License or any other action to forbid or disallow the Licensee from providing Cable Services,
shall the Licensee or its assignees be required to sell any right, title, interest, use or control of
any portion of the 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. The 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, denial of renewal or any other
action to forbid or disallow the 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 Final License.
12.15. Termination Right: The Licensee shall have the right to terminate this
Final License within ninety (90) days after the end of the third (3rd) anniversary of the Effective
Date if, as of such date, the Licensee, in its good faith determination, has not achieved a
commercially reasonable level of Subscriber penetration for its Cable System. In making such
good faith determination, the Licensee may consider Subscriber penetration levels outside the
Town. Notice to terminate under this Section 12.15 shall be given to the Issuing Authority, in
writing, explaining the basis of such determination, with such termination to subsequently take
effect no sooner than one hundred and twenty (120) days after such written notice was provided
to the Issuing Authority. The Licensee shall make all payments that are required herein up to the
time of such written notice to the Issuing Authority. The Licensee shall also give its Subscribers
at least ninety (90) days notice of its decision to cease providing Cable Service(s) in the Town.
12. 16. Inte,pretation: The Issuing Authority and the Licensee each acknowledge
that it has received independent legal advice in entering into this Final License. In the event that
a dispute arises over the m eaning or application of any tenn(s) of this Final License, such term(s)
shall not be construed by the reference to any doctrine calling fo r ambiguities to be construed
against the drafter of the Final License.
12.17. No Third Party Beneficiaries: The provisions of this Final License are for
the benefit of the Licensee and the Issuing Authority and not for any other Person.
SIGNATURE PAGE
Town of Lexington Final License -I 0/30/06 32
AGREED TO THIS OCTOBER 30, 2006.
TOWN OF LEXINGTON
By its Board of Selectmen:
~
Je.,.,_ ~(~
Hank Manz
Town of L<:xing.ton Final License -I 0130/06
VERIZON NEW ENGLAND, INC.
~-k----
EXHIBITS
EXHIBIT A-SERVICE AREA
EXHIBIT B -MUNICIPAL AND SCHOOL BUILDINGS TO BE PROVIDED
FREE CABLE SERVICE
EXHIBIT C -GROSS REVENUE REPORTING FORM
EXHIBIT D -PERFORMANCE BOND
Town of Lexington Final Lic.:nse -I 0/30/06 2
Town of' Lexington Final License -I 0/30/06
EXHIBIT A
SERVICE AREA
See attached map
3
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EXHIBIT B
PUBIC BUILDINGS TO BE PROVIDED FREE CABLE SERVICE
Cary Hall
Cary Memorial Library
Council on Aging
East Lexington Branch Library
East Lexington Fire Station
Fire Station
Hayden Recreation Center
LexMedia Studio
National Guard Armory
Police Station
Public Works Headquarters
School Administration Building
Town Office Building
Bowman Elementary School
Bridge Elementary School
Estabrook Elementary School
Fiske Elementary School
Harrington Elementary School
"New Harrington" School
Hastings Elementary School
Clarke Middle School
Diamond Middle School
Lexington High School
Main Building
Science Building
ABC Building
DEF Building
Minuteman Regional High School
Town or Lexington Final Licrns~ -I 0/30/06 4
1605 Massachusetts A venue
1874 Massachusetts A venue
1475 Massachusetts Avenue
735 Massachusetts A venue
1006 Massachusetts A venue
45 Bedford Street
24 Lincoln Street
922 Waltham Street
459 Bedford Street
1575 Massachusetts A venue
201 Bedford Street
1557 Massachusetts A venue
1625 Massachusetts Avenue
9 Phillip Road
55 Middleby Road
117 Grove Street
34A Colony Road
146 Maple Street
146 Maple Street
2618 Massachusetts A venue
17 Stedman Road
99 Hancock Street
2 51 Walt ham Street
251 Waltham Street
251 Waltham Street
251 Waltham Street
758 Marrett Road
EXHIBIT C
GROSS REVENUES REPORTING FORM
Company: Verizon New England, Inc.
Municipality: Lexington, Massachusetts
Quarterly Revenue Period:
1. Monthly Recurring Cable Service Charges $ ---(e.g., Basic, Enhanced Basic, Premium and Equipment Rental)
2. Usage Based Charges
(e.g, Pay Per View, Installation)
3. Other Misc.
Revenue
(e.g., Late Charges, Advertising, Leased Access)
4. License Fees Collected
Less (specify):
1.
2.
Total GAR Subject to License Fee Calculation
Franchise Fee Rate
TOT AL LICENSE FEE DUE
Town of Lexington Final License-10/30/06 5
$ ---
$ ---
$ ---
$ __ _
$ ---
$ __
$ ---
X 5.0 %
$ ---
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 tenns 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 , 2006.
Principal
By:-------------
Surety
By:----------------
, Attorney-in-Fact
Accepted by Obligee: _______________ _
(Signature & date above -Print Name, Title below)
Town of Lexington Final Li~ensc -10/30/06 7
EXHIBIT D
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 Seventy Five Thousand Dollars
($75,000), 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, firml y
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 20_, 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
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.
Town of Lexington Fir· .,e -10/30/06 /j,6
Franchise Bond
Bond No. 104824654
KNOW ALL MEN BY THESE PRESENTS: That Verizon New England Inc., 185 Franklin
Street, Boston, MA 02110 (hereinafter called the Principal), and Travelers Casualty and Surety
Company of America, One Tower Square -2SHS, Hartford, CT 06183 (hereinafter called the
Surety) The T own of Lexington (hereinafter called the Obligee), in the full and just sum of
Seventy Five Thousand and 00/100 Dollars ($75,000.00), 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 Franchise Agreement dated October
30, 2006 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 tl1e 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 October 31, 2006, 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 SL'l::ty (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 Bond may
be canceled at any time upon SL'l::ty (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.
Bond No. 104824654
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 constmed to be strictly one of suret:yship 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 31st day of October, 2006.
Verizon New England Inc.
By ~
Travelers Casualty and Surety Company of
America
Accepted by Obligee Cc;J;: f l)cJI._Ai, I ,/-u,fem,~
(Signature & date above -Print Namb, Tit~ below)
Co-r-\ F \/c,..\Q.~
Tow ..,j \"'\ °' ""()..ct vr
Iii STPAUL
ll/llllr TRAVELERS
WARNING: THIS POWER OF ATIORNEY IS INVALID WITHOLJT THE RED BORDER
POWER OF ATTORNEY
Attorney-In Fact No.
Farmington Casualty Compan}
•idelity and Guaranty Insurance Company
Fidelity and Guarani)' Insurance nderwriters, lnc.
Seahoard Surety Company
SL PauJ Fire and Marine Insurance Company
215379
St. Paul uardian Insurance Company
St. Paul Mercury Insurance Company
Tr:m,lers Casualty and Surety Company
Travelers Casualty and Surety Company of America
United States Fidelity and Guaranty Company
Certificate No. Q Q 1 Q 4 3 7 Q 1
KNOW ALL ME BY THESE PRESE 'TS: That Seaboard Surety ompany is a corporation duly organized under the laws of the State of New York. that St. Paul
Fire and Marin Insurance Company. St. Paul Guardian ln,urnnce Company and St. Paul Mercury Insurance Company are corporations duly organized under the laws
of the Slate of Minnesota, that Farmington Ca,ualty Company, Travelers Casualty and Surety Company. and Trav lers Casualty and Surety Company nr America arc
corporations duly organized under the laws of th? State of Connecticut, that United States Fidelity and Guaranty Company is a corporalion duly organi,ed under the
laws of the Slate of Maryland, that Fidelity and Guaranty Insurance 'ompany is a ,·orporation duly organized under the laws of the State of Iowa, and that Fidelity acd
Guaranty Insurance Underwriters. Inc:. is a corporation duly organized untkr the IQws of the Slate of Wisconsin (herein collectively called the ··companies"). and that
the Companies do herehy make. constitute and appoint
John Haase. Erin M. Margelis, Don Voorhees, and Adriana Valenzuela
of the City or Washinglo_n ___ _ _____ . State of _____ D_._C __ . ------------. their rrue and lawful Attorncy(s)-in-Fact,
each in !heir separate capacity if more than one is named above. to sign. execute. seal and acknowledge any and all bonds, recognizances. com.litional undert;1kings and
other writings obligalory in the nature thereof on behalf of the Companies in their l:)usµiess of guaranteeing the fidelity of persons, guaranteeing the rerformance nf
contracts and executin,g or guaranteeing bonds and undenakings required or per(llit ,cf Lo anr, Jons o !i)fOCeedings allowed by law.
The authority grantcn hereunder to sign, execute, seal and acknowledge any individual bond, rec i ruzance, conditional undertaking, and other
writing obligatory in the nature thereof is limited to the sum of TWO MU:l.10~ DOLL~RS-($2, 000,000.00) per bond.
29th 11 WITNESS WHEREOF. the Cornp,i18ie;; have caused thi, instrum&, to'"be iene and the~ cprporate .,eals t0 be he.reto affixed. this _____ _ March L-uo . day of ___ . .
State of Connecticut
City ol Hart ford "
Farmington Casualty Co111pany
Fidelity and Guaranty Jns ranee pa~
Fidelity and Guarani}' lnsuhln(e lnderw ers, n .
Seaboard Surety Compan~·
St. Paul Fire and Marine Insurance Company
®
By:
St. Paul Guardian Insurance Company
SL Paul Mercury Insurance Company
Travelers Casualty and Surel}' Company
Travelers Casualty and Surety Company !If America
United States Fidelity and Guaranty Company
29th March 2006 . , . . On this the day of . betore me personally appeared George Vv. n1ompson. who acknowledged lmnself
to be the Senior Vice President of Fam1ington Casualty Company, Fidelity anJ Guaranty Insurance Company, Fidelity and Guaranty lnsurance Underwriters, Inc ..
Seaboard Surety Company, St Paul Fire and Marine Insurance Company. St Paul Guardian Insurance Company. St. Paul Mercury Insurance Company, Travelers
Casualty and Surety Company. Travekr, Casualty and Surety Company of America. and United States Fidelity anJ Guaranly Company, and that he, as such. being
authorized ,o tn do. executed 1he foregoing instrumenL !'cir the purposes therein contained hy signing on behalf 01· th,· virporations by himself as a duly au1horizcd officer.
In Witness \\Thereof, I hereunto set my hand and oflicjal seal.
My Commission expires the 30th day or June. 2011.
58440-6-06 Printed in U.SA
WARNING: THIS POWER OF ATIORNEY IS INVALID WITHOUT THE RED BORDER
ACORD ... CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DO/YY)
10i31/06
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Aon Risk services, Inc. of New York ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 55 East 52nd Street HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR New York NY 10055 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
COMPANY American Home Assurance Co .
PHONE. (866) 26 6-7475 FAX -(866) 467-7847 A
INSURED COMPANY Insurance Company of the State of PA
Verizon New England Inc. B
185 Franklin St.
Boston MA 02110 USA COMPANY National union Fire Ins co of Pittsburgh C
COMPANY Illinois National Insurance co D
COVERAGES SIR May Apply
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
co TYPE OF INSURMCE POLICY NUMBER POLIC\' EFFECTIVE POLICY EXPIRATION I.IMITS L~ DATE (MMIDD/VY) DATE (MM/OD/Y\')
A GENERAL LIABILITY 4016936 06/30/06 06/30/07 GENERAL AGGREGATE Sl,000,000 -General Liability PRODUCTS· COMP/OP AGG Sl,000,000 X COMMERCIAL GENERAL LIABILITY
~ =:l CLAIMS MADE [R)occuR PERSONAL & ADV INJURY Sl,000,000
~ Sl,000,000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE -FIRE DAMAGE(Ar,v one fire) Sl,000,000 -MED EXP (Anv one person) S5, 000
A AUTOMOBILE LIABILITY 3851527 06/30/06 06/30/07 COMBINED SINGLE LIMIT Sl,000,000 -X ANY AUTO Auto Liability (AOS)
A -3851528 06/30/06 06/30/07 ALL OWNED AUTOS BOOIL Y INJURY -Auto Liability (MA) ( Per pet'SOf1)
A SCHEDULED AUTOS 3851529 06/30/06 06/30/07 -HIRED AUTOS Aut o Liability (TX) BODILY INJURY
A -3851530 06/30/06 06/30/07 (Per accident) NON-OWNED AUTOS -Auto Liabili t y (VA) -PROPERTY DAMAGE
GARAGE LIABILITY AUTO ONLY -EA ACCIDENT -ANY AUTO OTHER THAN AUTO ONLY: -EACH ACCIDENT -AGGREGATE
D EXCESS LIABILITY BE4485474 06/30/06 06/30/07 EACH OCCURRENCE SS,000,00U
~ UMBRELLA FORM AGGREGATE SS ,000,00C
OTHER THAN UMBRELLA FORM
A WORKER'S COMPENSATION ANO 7575622 06/30/06 06/30/07 X I WC STATU-I TORY LIMITS I ciJ~-
EMPLOYERS' LIABILITY workers compensation EL EACH ACCIDENT n ,oou,oou
A THE PROPRIETOR/ ~INCL wc7575684 06/30/06 06/30/07 EL DISEASE-POLICY LIMIT Sl,000,000 PARTNERS/EXECUTIVE
OFFICERS ARE: EXCL CA Sl,000,000 EL DISEASE-EA EMPLOYEE
DESCRIPTION Of OPERATIONS1~0CAT10NS/VEHICLES/SPECIAL ITEMf
The Town of Lexington i s inc lude d as an Addit ional Insured e xc l uding wor k e r s compensation.
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
The Town of L exington EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
Attn : earl Valente, Town Manag e r 30 DAYS WRIITEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
1625 Massachusetts Av enue BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIA81LITY Lexington MA 02420-3893 USA
OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE ~~~
ACORD 25-S (1/95) eJ .a.rnDD rnRf!OD.&TlnN 1GAll
Attachment to ACORD Certificate for ve ri zon New Engl and Inc.
The terms, conditions and provisions noted below arc hereby attached lo the captioned certificate as additional description of the coverage
afforded by the insurer(s). This attachment does not contain all terms, conditions, coverages or exclusions contained in the policy.
INSURED
Verizon New England Inc.
185 Franklin st.
Boston MA 02110 USA
COMPANY
COMPANY
COMPANY
COMPANY
COMPANY
ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD
certificate form for policy limits.
POLICY POLICY co TYPE OF INSURANCE POLICY /\U~IBER EFFECTIVE EXPIRATION L1'11TS LTR POLICY OESCRJPTIO:,/ DATE DATE
l<IORKERS COMPENSATION
8 ~(7575681 06/30/06 06/30/07
FL
C 7575683 06/30/06 06/30/07
OR
D rwo575682 06/30/06 06/30/07
Ml, NY, WI
8 7575725 06/30/06 06/30/07
~R, MA, TN, VA
DESCRIPTION OF OPERATIONS/LOCAT10NSNEHICLES1SPECIAL ITEMS
Certificate No: 570019976436