TOWN OF GRAFTON

ARTICLE I

SECTION 1 - GRANT OF RENEWAL LICENSE

SECTION 2 - DEFINITIONS

SECTION 3 - EXPIRATION DATE

SECTION 4 - FINAL LICENSE TERMS

SECTION 5 - INSTALLATION, INDEMNIFICATION

SECTION 6 - INSURANCE 

SECTION 7 - COMPETITION

SECTION 8 - FREE SERVICE

SECTION 9 - TERMINATION

SECTION 10 - REPAIRS

SECTION 11 - SUBSCRIBERS' ANTENNAS

SECTION 12 - CHANNEL TRANSPOSITIONS

SECTION 13 - EQUAL TIME

SECTION 14 - PERFORMANCE BOND

SECTION 15 - SERVICE INTERRUPTIONS

SECTION 16 - OPERATION, SERVICE AND MAINTENANCE OF SYSTEM

SECTION 17 - [intentionally omitted]

SECTION 18 - RESIDENTIAL SYSTEM

SECTION 19 - INSTITUTIONAL INTERCONNECT SYSTEM

SECTION 20 - PUBLIC, EDUCATIONAL AND GOVERNMENT ACCESS  FACILITIES AND SUPPORT

SECTION 21 - [intentionally omitted]

SECTION 22 - CUSTOMER SERVICE AND COMPLAINTS

SECTION 23 - CABLE T.V. OVERSIGHT COMMITTEE OR THEIR DESIGNEE

SECTION 24 - REPORTS OF INFORMATION

SECTION 25 - PAYMENT TO TOWN

SECTION 26 - LICENSE MODIFICATION

SECTION 27 - TRANSFER AND ASSIGNMENT

SECTION 28 - DETERMINATION OF BREACH, REVOCATION OF LICENSE

SECTION 29 - REVIEW OF LICENSEE'S PERFORMANCE

SECTION 30 - AMENDMENTS

SECTION 31 - SEPARABILITY

SECTION 32 - PROGRAMMING

SECTION 33 - SENIOR DISCOUNT

SECTION 34 - BILLING CYCLE

SECTION 35 - FM SERVICE

ARTICLE II - GENERAL PROVISIONS

EXHIBITS

Exhibit 12, Massachusetts Billing and Termination Regulations and Federal Communications Commission Customer Service Standards

Exhibit 19, Map of I-Net Route per Prior License

Exhibit 20.3, Access Studio Budget

SECTION 1 - GRANT OF RENEWAL LICENSE

PURSUANT to the authority of Chapter 166A of the General Laws of the Commonwealth of Massachusetts and pursuant to the renewal provisions of the federal Cable Act, 47 United States Code 546, the Board of Selectmen as the Issuing Authority (the "Issuing Authority") of the Town of Grafton, Massachusetts, hereby grants a non-exclusive renewal cable television license ("Renewal License") to Charter Communications Entertainment I, L.L.C. (the "Licensee"), authorizing and permitting said Licensee to continue to operate a cable television communications system within the corporate limits of the Town of Grafton, Massachusetts.

This Renewal License is granted under, in compliance with and subject to Chapter 166A of the General Laws of the Commonwealth of Massachusetts, the Cable Communications Policy Act of 1984, Public Law No. 98-549, 98 Stat. 2779 (1984), 47 U.S.C. 521 et seq., (the "1984 Cable Act"), amending the Communications Act of 1934, as further amended by the 1992 Cable Consumer Protection and Competition Act, Public Law No. 102-385 (the "1992 Cable Act:") and by the Telecommunications Act of 1996, Public Law No. 104-104, the rules and regulations of the Federal Communications Commission (FCC), the rules and regulations of the Massachusetts Cable Television Division and under, in compliance with and subject to other applicable federal, state and local rules and regulations in force and effect upon the date hereof or which may hereafter be in force and in effect during the period for which this renewal  License is granted.

Subject to the terms and conditions herein and applicable law, the Board of Selectmen of the Town of Grafton grants to Licensee the right to construct, operate and maintain a cable television system in, under, over, along, across or upon the public streets, lanes, avenues, alleys, sidewalks, bridges, highways, compatible easements and other Public Ways within the Town or within subsequent additions thereto, for the purpose of Cable Television System and cable services signal reception, transmission, collection, amplification, origination, distribution, or redistribution.  This grant of authority to operate a Cable Television System for cable services does not exempt Licensee from valid non-discriminatory laws, if any, in effect or hereinafter adopted with respect to the provision of services not within the scope of cable franchising such as certain telecommunications services.  For purposes of the foregoing telecommunications services not within the scope of cable franchising shall be defined in accordance with the Telecommunications Act of 1996 and rulings thereunder.

SECTION 2 - DEFINITIONS

The following terms used in this license shall have the following meanings:

1. Cable T.V. Oversight Committee.  The Grafton Cable T.V. Oversight Committee established by the Issuing Authority pursuant to the Chapter 166A of the General Laws and the cable television licensing regulations of the CATV Division and also any Oversight Committee or board established by the Issuing Authority.
2. Effective Date of Renewal License (the "Effective Date"):  September 21, 2000.
3. Drop or Cable Drop:  The coaxial cable that connects a home, building or site in the Town to the Distribution Plant of the Cable System or to the Institutional Network.
4. Gross Annual Revenues. All revenues received by the Licensee derived from the operation of the cable system or from the provision of cable services to subscribers residing in the Town of Grafton, Massachusetts, including all program service fees and charges for: basic service, cable programming service, premium and pay-per-view services and other cable service program fees and charges; installations, reconnections, downgrades, upgrades and other such service charges or hourly service charged transactions; converter and remote control rentals, leases or sales or other cable system device rentals or sales; and subscriber internet access and cable modem service and equipment revenue unless prohibited by law or unless prohibited by a court of competent jurisdiction; home shopping revenues as reasonably allocable to the Town as well as local advertising revenues as reasonably allocable to the Town; provided, however, that Gross Annual Revenues shall not include: (i) any sales, services, occupation, or other excise tax to the extent that such taxes are charged separately from normal service charges and are remitted directly to the taxing authority; (ii) any proceeds from the sale of Telecommunications Service; (iii) any billings by the Licensee of sums collected by the Licensee on behalf of a third party,  such as the Commonwealth of Massachusetts, or the F.C.C., but not retained by the Licensee, which sums are remitted by the Licensee to such third party; (iv) the revenue generated by the occasional sale of equipment retired from the Cable System; and (v) the Licensee's actual bad debt; provided, however, that bad debt recoveries shall be included in Gross Annual Revenues.
5. Institutional Network:  The separate cable telecommunication coaxial and fiber optic cable network designed for broadband communication between specific and limited number of commercial and government sites within the Town in accordance with the terms of this License. 
6. Issuing Authority.  The Board of Selectmen of the Town of Grafton, Massachusetts.
7. License.  The non-exclusive renewal license granted to Licensee by this instrument authorizing Licensee to construct and operate a cable television communications system in the Town of Grafton.  This License is granted in conformity with Chapter 166A of the General Laws of the Commonwealth of Massachusetts and the licensing regulations of the Massachusetts Department of Telecommunications and Energy and is to be construed in accordance therewith.
8. Licensee. Charter Communications Entertainment I, L.L.C., which may do business as "Charter Communications" or "Charter" or any other name which it, in its sole discretion, selects.
9. MDTE:  The Massachusetts Department of Telecommunications and Energy, Cable Television Division, established pursuant to Chapter 166A of the General Laws of the Commonwealth of Massachusetts.
10. Multichannel Video Programming Provider (MVPP), For the purposes of this License only, any provider of wired and comparable multiple channel video service to the home, including but not limited to, cable television service licensees and Open Video Service (OVS).
11. Standard Installation:  An aerial installation with a drop length of 250 feet or less.
12. Town.  The Town of Grafton, Massachusetts.

SECTION 3  - EFFECTIVE AND EXPIRATION DATES

This Renewal License shall be effective on September 21, 2000 and expire at midnight on September 20, 2010. 

SECTION 4 - FINAL LICENSE TERMS

The terms of the Final License are as follows:

1. The area to be served includes the entire Town of Grafton provided, however, that (i) all such homes are on a Public Way or a Private Way (ii) such Public Ways or Private Ways can be accessed by Licensee from a Public Way without crossing a Town boundary; and (iii) to the extent that Licensee shall require easements, attachment to utility poles or other rights not granted herein, then such easements, attachments or other rights are available to Licensee on reasonable terms and conditions.  Nothing herein shall be construed to preclude Licensee from charging a fee to any Subscriber or potential Subscriber for a standard or non-standard installation, as may be applicable.
2. This Final License is non-exclusive.

SECTION 5 - INSTALLATION, INDEMNIFICATION

1. In installing, operating, and maintaining equipment, cable and wires, the Licensee shall avoid all unnecessary damage and injury to trees, structures, and improvements in and along the routes authorized by the Issuing Authority.
2. The Licensee shall indemnify and hold the Town harmless at all times during the term of this License, and subsequent renewals, from any and all claims for injury and damage to persons and property, both real and personal caused by the installation, operation, or maintenance of its cable system or from the installation, operation or maintenance of any cable system related service.  Upon receipt of notice in writing from the Issuing Authority, the Licensee shall at its own expense join in defense and reimburse the Town for all expenses incurred in defending any action or proceeding against the Town and reimburse promptly the Town for any awards in which it is claimed that personal injury or property damage or any other damage was caused by activities of the Licensee in the installation, operation or maintenance of its cable system.

SECTION 6 - INSURANCE

The Licensee shall carry insurance with an insurance company qualified to do business in the Commonwealth of Massachusetts indemnifying the Town, its officers or employees and itself from and against any and all claims for injury or damage to persons or property, both real and personal, caused by the construction, installation, operation, or maintenance of its cable system.  The amount of such insurance against liability for damage to property shall be no less than ONE MILLION DOLLARS ($1,000,000.00) as to any one accident.  The Town shall be named as an additional insured party on the policy with a thirty (30) day cancellation notice provision.

The amount of such insurance for liability for injury or death to persons shall be not less than THREE MILLION DOLLARS ($3,000,000.00) on account of injury to or death of any one person and TWO MILLION DOLLARS ($3,000,000.00) on account of injury to or death of any number of persons in any one accident.

SECTION 7 - COMPETITION

1. If the Town enters into any cable television contract or license, or Open Video System agreement, or similar agreement with a MVPP, which is not an affiliate of Licensee, the terms of that contract, license or agreement shall be on substantially equivalent terms and conditions contained in this agreement when taken as a whole, or such terms and conditions equitably modified to reflect any differences between this License and any additional license, contract or agreement in terms of benefit to the respective MVPP, including, but not limited to, such considerations as (i) length of term; (ii) extent of service area; (iii) system design and construction specifications; (iv) the payment of any franchise fees; (v) any payments for the support PEG access programming; (vi) any grants for capital equipment for PEG access programming; (vii) the provision of any service or service connections to schools or public buildings; (viii) the construction of an I-Net; and (ix) customer service standards.  To the extent that any term of this License is less favorable and more burdensome to the Licensee than those of an equivalent provision of such subsequent or additional MVPP license, contract, or agreement, the Town, upon written request of the Licensee, after providing public notice, shall hold a public hearing to afford Licensee the opportunity to demonstrate and afford the Issuing Authority the opportunity to find the disparate nature of the terms of the additional license(s) and whether there is commercial impracticability resulting therefrom, and, following said hearing and in the event of such findings, the Town shall take actions to rectify said differences, including, but not limited to, amending the additional license, contract, or agreement so that they are not on more favorable or less burdensome terms than the terms of this License or amending this License with respect to the terms and conditions subject to Issuing Authority negotiation and control in the additional license, contract or agreement, so that its terms are not less favorable or more burdensome than those of any additional license, contract, or agreement when taken as a whole and in light of the circumstances.

SECTION 8 - FREE SERVICE

The Licensee shall provide upon written request a free cable drop and outlet to each public school and auditorium in Grafton, each police and fire station in Town, each public library, each Town office, including the Town House, Highway Department, the Sanitary Sewerage Treatment Plant, Nelson Park in North Grafton, Fisher Park in South Grafton, school athletic fields, Senior Citizen's Center in South Grafton, the common rooms of the residence buildings of the Grafton Housing Authority for the elderly and other public property as designated in writing by the Issuing Authority.  The Licensee shall coordinate the precise location of each drop with each of the aforementioned institutions, and shall provide one (1) drop to each public school building.  Upon written request of the Issuing Authority, the Licensee shall provide, at cost, technical specifications and instructions and/or all necessary equipment and parts and/or construction and installation services for the provision of CATV service to individual classrooms, offices and any other feasible locations within such public buildings; such locations and installation options to be designated from time to time by the Issuing Authority.  A cost estimate will be provided to the Issuing Authority upon request, prior to provision of the foregoing (per the immediately preceding sentence) at cost.  Beyond those costs outlined herein, there shall be no costs to the Town or any agency of the Town for installation and provision of Basic CATV retransmission services and related maintenance.  Licensee shall provide a converter for a complimentary drop outlet only when either the Grafton School Department or the Town assumes responsibility for the converter as would any individual customer.

SECTION 9 - TERMINATION

Upon  termination of the period of the License or of any renewal thereof by passage of time or otherwise, Licensee shall exercise best efforts to effect a transfer of the cable system in accordance with 47 USC 541.  If such transfer cannot be effected, then at the option of the Issuing Authority, the Licensee shall remove its supporting structures, poles, transmission and distribution systems and other appurtenances from the streets, ways, lanes, alleys, parkways, bridges, highways and other public places in, over, under, and along which they are installed and shall restore the areas to their original condition.  If such removal is not completed within six  (6) months of such termination, the Issuing Authority may deem any property not removed as having been abandoned.  Such property may then be removed at the option of the Town at the Licensee's expense less any recoverable salvage value.  As an alternative to removal, in the event of termination Licensee may cause the Cable System to be transferred pursuant to 47 U.S.C. 547.

SECTION 10 - REPAIRS

Whenever the Licensee takes up or disturbs any pavement, sidewalk or other improvement of any public way or public place, the same shall be replaced and the surface restored in as good condition as before entry as soon as practicable, with such work in accordance with applicable general laws and by-laws if any and in accordance with DTE standards and general requirements, if any.  If the licensee fails to  make such restoration within a reasonable time, the Issuing Authority may fix a reasonable time for such restoration and repairs and shall notify the Licensee in writing of the restoration and repairs required and the time fixed for the performance thereof.  Upon failure of the Licensee to comply within the time specified, the Issuing Authority may cause proper restoration and repairs to be made and the reasonable expense of such work shall be paid by the Licensee upon demand by the Issuing Authority.

SECTION 11 - SUBSCRIBERS' ANTENNAS

The Licensee shall not remove any television antenna of any subscriber but shall, at cost, offer to him and maintain an adequate switching device to allow the subscriber to choose between cable and noncable reception.

SECTION 12 - CHANNEL TRANSPOSITIONS

Whenever the Licensee transposes any television signal from the channel on which it was originally broadcast so that it is received on a different channel on the receiving sets of subscribers, the Licensee shall at least one month prior to such transposition notify its subscribers in writing of such transposition and provide them with a marker suitable for mounting on television receivers indicating the fact of such transposition.  Licensee may provide subscribers with written notice of channel changes, in lieu of providing markers for mounting on television receivers, with said notice requirements in accordance with the MDTE Billing and Termination Regulations, 207 Code of Massachusetts Regulations 10.00 et seq and in accordance with the Customer Service Guidelines of the Federal Communications Commission (47 Code of Federal Regulations 76.309 et seq) are incorporated herein by reference.

SECTION 13 - EQUAL TIME

If the Licensee permits any person who is a legally qualified candidate for any public office to employ the facilities of its system to originate and disseminate political campaign material, it shall afford equal opportunities to all other such candidates for the same office.  And if the Licensee permits any person to originate and disseminate any views concerning a controversial issue of public importance, it shall afford reasonable opportunity for the presentation over its facilities of contrary points of view.  The conduct of the Licensee with respect to all program origination within its control shall be consistent with, and guided by, the rules and regulations of the Federal Communications Commission, Part 76, Subpart G, and any and all other applicable rules and regulations and amendments thereto.

By way of clarification, equal time shall mean that individual persons or candidates seeking access time shall have equal opportunities and time to produce and cablecast his or her own programming, but said commitment to equal opportunities does not mean that either the Town or Licensee will be responsible to assist individual persons or candidates with actual production.  To exercise such opportunities for access a producer is responsible to first be certified or trained to use access equipment and meet the same standards as other producers.

SECTION 14 - PERFORMANCE BOND

The Licensee shall submit and maintain during the construction of the Cable T.V. System a performance bond running to the Town of Grafton with a surety authorized to do business as a surety in the Commonwealth of Massachusetts in the amount of Fifty Thousand Dollars ($50,000) conditioned on the following terms:

1. the satisfactory restoration of pavements, sidewalks and other improvements in accordance with G.L. c. 166A S 5(g) and as approved by the Issuing Authority and Superintendent of Streets of the Town;
2. the sightly preservation of trees and the vegetation in accordance with G.L. c. 166A and as approved by the Issuing Authority and Tree Warden;
3. the indemnity of the Town in accordance with G.L. c. 166A S 5 (b); and
4. the satisfactory removal of the cable system in accordance with  G.L. c. 166A S  5 (f) and within six (6) months from date of notice from the Issuing Authority to so remove the cable system.
5. Licensee's compliance with the material terms of this License subject to the provisions of Section 31.

SECTION 15 - SERVICE INTERRUPTIONS

In the event that Licensee's service to any subscriber is interrupted for twenty-four (24) or more consecutive hours, it will grant such subscriber a pro rata credit or rebate, on a daily basis, of that portion of the service charge during the next consecutive billing cycle, or, at its option, apply such credit to any outstanding balance then currently due from such subscriber.

SECTION 16 - OPERATION, SERVICE AND MAINTENANCE OF SYSTEM

1. The Licensee shall maintain and operate a CATV system and render efficient service consistent with all applicable regulations to subscribers during the term of this License.  The construction, maintenance and operation of the CATV system for which this License is granted shall be done in conformance with the National Electrical Code, the National Electrical Safety Code, the National Television Standard Code and the rules and regulations of the CABLE Division and the FCC as the same exist or as same may be hereafter changed or amended.  Copies of any technical performance tests that may be required under FCC rules and regulations must be submitted to the Town Issuing Authority, simultaneously with submission to the FCC. Further, the Licensee shall install and maintain its wire, cable, fixtures and other equipment in such a manner as shall not interfere with any installations of the Town or any public utility serving the Town.
2. All structures and all lines, equipment and connections in, over, under and upon streets, sidewalks, lanes, alleys, avenues and bridges, highways, public ways and places of the Town, wherever situated or located, shall at all times be kept and maintained in a safe, suitable, substantial condition and in good order and repair.
3. The signal of any television or radio station carried on the CATV system shall be carried without material degradation in quality within the limits imposed by the technical state of the art, and as set forth by the FCC.  The CATV system shall be operated and maintained so as to comply with the technical standards set forth in Subpart K of the FCC's rules and regulations and amendments thereto as they apply to CATV systems.
4. The Licensee shall maintain a complete set of strand maps of the Town, which maps shall be updated annually, on which will be show those areas in which its
5. facilities exist, the location of all streets and the location of all residences, and it shall keep said copy of said strand maps available for inspection by a Town official with a need to know the location of both aerial and underground cable facilities including pedestals and vaults.
6. In the case of an emergency or a disaster, the Licensee shall, upon request of  the Town, make available its facilities to the Town without charge for emergency use during the emergency or disaster period.  It is the intent of the parties that the word "facilities" in said Section 16 (e) shall refer to Licensee's PEG access channels and Licensee shall provide an emergency audio override pursuant to F.C.C. regulations and which shall be capable of local access by designated local officials for override of the basic service and cable programming service tier channels.
7. The Licensee shall comply with all FCC regulations as they now apply or as they may be amended regarding the carriage of television and radio signals.

SECTION 17:  [Intentionally Omitted] 

SECTION 18 - RESIDENTIAL SYSTEM

The Licensee shall operate and maintain a two-way residential cable television communications system available to all subscribers that will provide at least  750 MHZ of bandwidth with capacity for not less than 77 video channels (programming services) available for immediate or potential use.  The Licensee shall also maintain a plant with a technical capacity for not less than four reverse transmission channels with digital, audio and video return capability.

SECTION 19 - INSTITUTIONAL INTERCONNECT SYSTEM

The Licensee shall provide at its cost a separate single cable institutional mid-split 8 system with thirty-eight (38) channel capacity from head end and twelve channels to the head end with total of fifty (50) channels with technical capability for simultaneous two-way video and audio transmission among designated service points including Town House, each public school including individual drops to each building of the High School system and its athletic field, each police and fire station, each public library, each Town office, the sanitary sewerage treatment plant, the Senior Citizens Center in South Grafton, the common rooms of the residence buildings of the Grafton Housing Authority for the elderly, Nelson Park in North Grafton, Fisher Park in South Grafton, Grafton Common, and such other additional municipal points along the institutional system as the Issuing Authority may from time to time designate.  For these additional municipal points, Licensee shall provide only a standard aerial installation at no charge.  Such I-Net video transmission service shall be at no charge to the Town.  With respect to I-Net video plant, Licensee shall be responsible for I-Net plant electronics and modulators and also responsible for headend processors.  See Exhibit 19, Map of I-Net Route per Prior License.

Licensee shall throughout the term of this Renewal License offer the Town the option of purchasing Institutional Network (I-Net) broadband data service, as part of an Ethernet Wide Area Network, as a commercial option, with the charges and prices for such option to be determined if and when the Town exercises such option, however, said option terms shall be comparable to the terms offered to other Charter Communications Towns and subject to the terms of such commercial option being acceptable to Licensee. Notwithstanding the foregoing, in the event the Town exercises an option to purchase high speed data services from Licensee, the Town shall be responsible for end user I-Net equipment such as modems, headend data equipment, and data software; and Licensee shall remain responsible for I-Net plant maintenance and functioning of the I-Net plant, and for maintaining I-Net signal quality, and for PEG access headend video equipment and existing PEG access modulators and processors, but not end-user equipment.

The I-Net provided pursuant to the foregoing option shall be technically capable of point-to-point interconnection of municipal buildings and schools for data, video and voice, as well as Internet Access at any municipal or school I-net site, however, the Town shall be responsible for third party internet vendor fees for Town third party commercial internet services.  Said internet access shall be such that if a particular I-Net site has a single internet access connection, high-speed Wide Area Network I-Net technology may enable internet access to all I-Net sites.

The I-Net provided pursuant to the foregoing option shall be extended to additional municipal locations as requested in writing by the Issuing Authority, however, said extension may be factored into the good faith negotiation of the price of the I-Net services to be provided.  Said I-Net shall be such it will be capable of interconnection with multi-user modems and capable of internet access.

SECTION 20 -  PUBLIC, EDUCATIONAL AND GOVERNMENT ACCESS  FACILITIES AND SUPPORT

SECTION  20.1 - PEG ACCESS CHANNELS

The Licensee shall make available sufficient bandwidth for two (2) channels (of 6 MHz each) for Town of Grafton PEG access programming use, with a third (6 MHz) access channel provided subject to sufficient need as determined by the Issuing Authority.  Use of these channels by the Town or schools and organizations or producers shall be strictly non-commercial in nature.  Management of access channels shall be the joint responsibility of the Town and the Licensee, however, the technical maintenance and technical operation of the channels and associated channel transmission and processing shall be by Licensee at no charge to the Town.  Operating rules for PEG Access shall continue to be jointly developed by Licensee and the Cable TV Oversight Committee and Issuing Authority.  Said access shall be in accordance with 47 U.S.C. 531 and the terms hereof.  Underwriting of the costs of access program production is permitted provided the sponsor(s) do not advertise on the programs.  Underwriter acknowledgments similar to those appearing on public broadcast stations shall be permitted.

SECTION 20.2 -  LICENSEE'S ACCESS RESPONSIBILITIES

1. Licensee shall continue to operate a complete access studio in the Town, dedicated to the Town, with the capacity for live and delayed taping of programs, the capacity to play back, edit, and transmit recorded programs, and live capability from drops on the Institutional Network.  Portable equipment will be available for video tape recording and live production outside the studio.  Licensee shall be responsible for insuring and securing the studio (premises and space, and equipment) including fire, property and liability insurance and said policies shall name the Town as an additional insured.  The studio shall be open for use on a daily basis on weekdays during regular business hours, and at such times as the Licensee and the Issuing Authority shall agree from time to time.
2. Licensee shall continue to provide one full time staff person dedicated to Grafton to operate the studio and provide technical and programming assistance to access producers including periodic training, which shall include availability for training at Grafton public schools, including training in the use of access equipment.  To increase the hours of studio operation or to increase the production of local programming, the Issuing Authority or its designee may allocate a part or all of the annual cash funding payable to the Town under paragraph 20.3 (b) for technical assistance in support of studio operation and local program production.
3. Licensee shall manage the maintenance and repair of the Town's access equipment in close coordination with the Town's Access Coordinator (said Coordinator being an Issuing Authority representative or designee, not Licensee's staff).  All funds for the regular maintenance, and repair of equipment shall come from the Annual Access Fund pursuant to Section 20.3 herein.  Decisions regarding lease payments serviceable life, major repairs, replacement of equipment, lease payments and the allocation of the 3 ½% Gross Annual Revenues payments, shall be made jointly between Licensee and the Access Coordinator.  Funding for the replacement of equipment shall come from either the annual cash payment to the Town pursuant to Section 20.3, or from the P.E.G. Equipment Funding pursuant to Section 20.4 as directed by the Town.

SECTION 20.3 - ACCESS OPERATING FUNDING  (Annual Access Fund)

1. With the possible exception of equipment replacement, the total annual cost of the access program in Grafton shall be funded with an Access Operating Fund consisting of 3½ % of Gross Annual Revenues (Annual Access Fund) collected by Licensee in the Town.  This fund shall pay all costs of Licensee's responsibilities pursuant to paragraph 20.2; plus any annual cash funding delivered to the Town for access. Said annual cash funding delivered to the town for access shall, as under the Prior License, continue to include $16,000.00 per year. In addition, said annual cash funding shall continue to include the balance, if any, due under paragraph 20.3(b).  Increases in studio rent above the rental level in effect as of March 1, 2000 shall be the responsibility of Licensee, yet the increase in rent, if any, shall not be paid for out of the aforesaid annual 3 ½% of Gross Annual Revenues. It is the understanding of the parties that annual PEG funding is substantially the same amount as that provided under the prior license and it is agreed it will not result in a rate increase; excepting for increases for inflation and rent increases (if any) beyond the levels required herein.
2. On or prior to March 30 of each year of the License Term, Licensee shall provide an accounting of all access costs from the prior calendar year as outlined in Exhibit 20.3, plus a certified accounting of 3½ percent of Gross Annual Revenues collected during that calendar year including at least that level of itemization contained in the Massachusetts D.T.E.'s Form 300 and as reasonably needed to show Gross Annual Revenues.  Upon request of the Town, the Town's designee may inspect Licensee's records to account for and verify said revenues to the extent that the 3½ percent of Gross Annual Revenues exceeds the total access costs , the balance shall be paid to the Town during March in cash for the Town's use for access or other cable related purposes as determined by the Issuing Authority.  The  cash balance paid to the Town may be employed by the Town for Access equipment replacement or other access-related needs, along with the funding pursuant to Section 20.4.
3. In the event Licensee relocates its studio to an alternative location, if any, relocation and retrofitting costs shall be borne by Licensee and not from the funding otherwise due under Sections 20.3 or 20.4.   Such relocation will be subject to prior consultation with and approval by Issuing Authority except that if such relocation is necessary for reasons beyond Licensee's control, Issuing Authority consultation but not approval will be obtained.

SECTION 20.4 - PUBLIC, EDUCATIONAL AND GOVERNMENTAL ACCESS EQUIPMENT/FACILITIES FUND

The Licensee shall provide a one-time cash fund to a restricted Town Access Account Fund in the amount of ONE HUNDRED SIX THOUSAND DOLLARS ($106,000) ("PEG Fund") or, if requested by the Issuing Authority shall provide a combination of cash and equipment and facilities of an equivalent value, provided that such PEG Fund and/or equipment and facilities shall be used solely for the purchase of PEG access equipment and supplies, or other cable-related needs as determined by the Issuing Authority or its designee.  Said fund shall be for a special restricted cable fund (and not the general fund), in the nature of a revenue or grant account.  The Licensee shall make said payment in full within sixty days following the latter of the Effective Date or the Execution Date of this Renewal License..  It is the understanding of the parties that said PEG Fund is the same amount as that provided under the prior license's "capital equipment grants" (adjusted for the term of this License) and therefore agreed it will not result in a rate increase, except to the extent the parties may agree to increase said fund beyond what is required herein.   Said $106,000.00 shall be in addition to the annual funding above.

SECTION 20.5 - EQUIPMENT OWNERSHIP AND MAINTENANCE

The Town shall own all PEG access equipment and, accordingly, shall be financially responsible for maintenance, repair and replacement of all such PEG access equipment.  The maintenance and repair costs shall be from the 3 ½% under Section 20.3; and the replacement budget shall be from either the one-time cash fund provided under Section 20.4 or from the surplus, if any, or other funds, under 20.3, unless otherwise agreed by the parties.  As of the Effective Date of this License, Licensee will formally transfer title to all access production equipment under its ownership and residing in the Town, to the Town.  The transfer shall include all warranties and guarantees as applicable.  Notwithstanding the foregoing, the Town responsibility for such maintenance of equipment shall commence after a transition period of 12 months from the Effective Date of this License and Licensee shall be responsible prior thereto.

SECTION 20.6 - ACCESS CABLECASTING       

In order that the Town can cablecast its programming over its PEG access Downstream Channels, the PEG access programming shall be modulated, then transmitted to the Cable System headend by Licensee on Upstream Institutional Network Channels designated for Town use pursuant to Section 19 above and then transmitted over the access channels at no charge to the Town.  The Licensee shall continue to provide and maintain, at its sole cost and expense, four (4) modulators and four (4) processors to the Town to ensure that such PEG access programming can be transmitted as required herein.  Two of these processors shall be for overriding purposes only.  If the third access channel is provided per Section 20.1, Licensee shall provide one additional modulator and one additional processor as needed.

SECTION 20.7 - EDITORIAL CONTROL

Neither the Licensee nor the Issuing Authority may engage in any editorial control of the content of the Public access programming on the Cable System, except as otherwise required or permitted by applicable Law.  The Issuing Authority and the School Department  reserve their respective rights to lawfully control governmental and educational access programming, subject to applicable law.  In furtherance thereof, the Town and the Licensee will require program producers to assume individual responsibility for any program-based liability, subject to the Cable Act, FCC requirements or other applicable law.

SECTION 20.8 - PUBLIC ACCESS TO THE CABLE SYSTEM

Any resident of the Town, employee of the Town, or any organization based in the Town, shall have the right to place programming on the public access channel, and shall have access to access facilities and equipment, and to access training, subject to rules, and satisfactory completion of a required level of training as established by the Issuing Authority and the Licensee pursuant to this License, however, governmental and educational access shall be subject to Issuing Authority and School Department control, subject  to applicable law.

SECTION 20.9 - ACCESS COORDINATOR         

The Issuing Authority shall designate a PEG Access Coordinator who shall be jointly responsible with the Licensee for PEG operations, equipment purchase, equipment maintenance and management, production training, and other duties as assigned by the Issuing Authority.

SECTION 20.10 - "GRANDFATHERING" TRANSITION CLAUSE

Notwithstanding any inadvertent failure to mention other local access or I-Net equipment or facilities actually provided to the Town, Licensee shall not remove any such previously provided equipment or facilities from the Town and shall continue to provide same to the Town, except where removal is technically necessary or in conjunction with mutually acceptable replacement of such local facilities and/or equipment.

SECTION 20.11 - INTERNET ACCESS

Licensee shall, upon cable modem service being commercially available within the Town, provide each school one free cable modem and free associated Internet service for the said free cable modem.

SECTION 21  [Intentionally Omitted]

SECTION 22 - CUSTOMER SERVICE, COMPLAINTS

1.  
   1. Telephone Access

      The Licensee shall maintain a publicly listed toll-free telephone number for subscriber access to customer service representatives and its hours of service shall meet or exceed the F.C.C.'s requirements for service during normal business hours.  Customer service representatives will answer subscriber calls during normal business hours as defined by the F.C.C. in the F.C.C. definition of normal business hours, see 47 Code of Federal Regulations s. 76.309 (c) (4).  At all times that Licensee's business office is not open, Licensee shall maintain a telephone answering service to handle subscriber inquiries, complaints and emergencies, and provide proper referral regarding billing and other subscriber information.  All such after-hours calls shall be logged by the Licensee or its agent.  Said answering service shall (i) forward all inquiries and/or complaints to the Licensee the morning of the next business day and (ii) inform each subscriber calling that his or her complaint will be turned over to the Licensee's Customer Service Department.  The Licensee shall promptly attempt to contact each individual subscriber to follow-up on their individual problem and/or inquiry.

   2. Customer Service Representatives

      Qualified customer service representatives will be available to respond to customer telephone inquiries in accordance with paragraph (i) of this Section.  Such representatives will provide information to help subscribers troubleshoot basic problems including VCR/cable interconnect problems.

   3. Telephone Response Standards

      Under normal operating conditions, telephone answer time by a customer service representative or the automated response unit, including wait time, and the time required to transfer the call, shall not exceed 30 seconds, 90% of the time.  Licensee agrees to maintain an automated call distribution system capable of monitoring compliance with this standard and shall provide the Town, upon written request, with quarterly printouts of telephone response data for the telephone system covering Grafton.  For the purposes of this paragraph generally, the term normal operating conditions shall be defined in accordance with F.C.C. customer service standards, 47 C.F.R. s. 76.309(c) and shall mean those service conditions which are within the control of the cable operator.  Those conditions which are not within the control of the cable operator include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, unplanned outages, and maintenance or upgrade of the cable system.

   4. Installation, service calls and complaints
      
      
      1. The Licensee shall install cable service in all areas of the Town to those residents whose homes are passed by the Cable System and who have requested service within seven (7) business days of said request for standard aerial installations.
      2. The Licensee shall specify to the Subscriber, in advance, whether said installation visit or service call will occur in a four hour morning block, four hour afternoon block or a four hour Saturday block.  Evening service visits (6:00 p.m. to 8:00 p.m.) shall be available on a scheduled basis, subject to availability and subject to safety considerations.  Installations scheduled at a specific time shall be available for an additional charge, subject to F.C.C. regulations.  If Licensee cannot make an appointment, Licensee shall call the subscriber in advance to cancel.  The Licensee shall give priority for next day or next "available time" installation or service appointments to subscribers who cannot be scheduled within the aforementioned time periods.  Unless caused by a subscriber's failure to make the premises available to the Licensee at the time scheduled, failure to make the installation or service call as scheduled shall require the Licensee to automatically offer a priority cable installation or service visit to the affected subscriber at a time mutually agreeable to the Licensee and said subscriber, but in no case later than three (3) working days following the initial installation date, or 24 hours following the service date, unless mutually agreed to otherwise by said subscriber and the Licensee.  In the event a service problem is attributable to technical problems in the system but are wholly within parts  of the system that are not on private property, Licensee shall not require subscribers to be at home  at the time of the service call.
      3. The Licensee shall respond within 24 hours to service complaint calls or requests for repair service where there is a loss of picture or audio on all channels.  Under normal operating conditions, all other service complaint calls or requests for repair service shall be responded to within thirty-six (36) hours, except that subscribers can schedule service visits beyond this time frame at the subscriber's option.  These standards shall be met in accordance with FCC and NCTA standards in effect as of the execution of this License.
      4. The Licensee shall ensure that there are stand-by service personnel on call at all times after normal business hours.  The answering service shall be required to notify the stand-by personnel of an unusual number of calls or a number of similar calls or a number of calls coming from the same area.
      5. System outages, deemed to occur upon the failure of service to ten (10) or more subscribers at or about the same time and in the vicinity of each other that are served by the same amplifier, shall be responded to immediately, twenty-four (24) hours a day by Licensee personnel.
      6. Licensee shall supply a paging number to the Issuing Authority, which shall not be available to the general public, and which is capable of reaching appropriate management personnel in the event that emergency repair service is needed and which is to be used only if normal Licensee lines do not allow a rapid connection to appropriate Licensee personnel.  Licensee shall maintain a staff of stand-by technicians who are ready to make the necessary repairs in the event of such an emergency.  For the purposes of this paragraph (f), an emergency repair shall be one involving safety or health risks to the public or to a member of the public.
         
         
   5. Complaint resolution procedures
      
      
      1. In compliance with applicable law(s), the Licensee shall establish a procedure for resolution of billing and privacy disputes and complaints by Subscribers.  The Licensee shall provide, on an annual basis, a written description of said procedures, including telephone numbers to call for complaints and other services, to all Subscribers, and the Issuing Authority.  The Licensee shall also have periodic insertions in its subscribers' bills that inform subscribers of such complaint procedures.
      2. The Licensee shall periodically distribute "Customer Satisfaction Cards" to subscribers who receive a service visit.
      3. The Licensee shall, in normal operating conditions, promptly respond to all subscriber complaints, but in any event within thirty-six (36) hours of receipt of any such complaints except as otherwise provided in Section 6.3(d).  The term "normal operating conditions" shall be defined in accordance with F.C.C. customer service standards, 47 C.F.R. s. 76.309 (c) (4), and set forth in License Section 6.2 (b) above.
      4. If the Issuing Authority determines it to be in the public interest, the Issuing Authority or its designee(s) may investigate any complaints or disputes brought by subscribers arising from the operations of the Licensee, provided said subscribers make a good faith effort to comply with the Licensee's procedures specified in paragraph (a) above for the resolution of complaints.
      5. In the event that the Issuing Authority finds a pattern of multiple unresolved subscriber complaints involving failure to meet customer service requirements, the Licensee shall implement appropriate and reasonable amendments to the Licensee's procedures for the resolution of complaints.
         
         
   6. Minimum subscriber information

      Licensee shall provide all prospective subscribers with complete, clear and concise written information prior to or at the time of initial installation of cable service.  Licensee shall annually provide existing subscribers with equivalent information.  Such materials shall clearly disclose the price and other information concerning Licensee's lowest cost service.  Such information shall include but not be limited to the following:

      1. All services, rates and charges, including but not limited to deposits, if applicable, installation costs, additional television set charges, service upgrade or downgrade charges, and relocation of cable outlet charges.
      2. Complete written information concerning billing and termination procedures,  procedures for ordering changes in or termination of services, and all refund policies, including the availability of rebates or credits for loss of service.
      3. Written information concerning known incompatibilities associated with the utilization of video cassette recorders with cable service(s), and information on the cost for hooking up VCRs and any other associated VCR costs or charges.
      4. Written information concerning the availability of special equipment such as A/B switches and parental control devices, including specific information explaining option parents may have to block children's pay-per-view purchases.
      5. Written information concerning the Licensee's privacy policies, pursuant to state and federal law.
      6. Written information concerning steps to take in the event of loss of service; and
      7. any other customer service disclosures required by federal or state law.
      8. For non-standard installations, requesting potential subscribers shall be given itemized costs of labor, materials and equipment for the proposed installation.
         
         
   7. VCR compatibility/technical assistance
      
      
      1. In order to assist subscribers who own "cable-ready" VCRs to interconnect such VCRs with their "cable-ready" television sets, and to assist subscribers in the interconnection of non-cable-ready VCRs and television sets, Licensee shall provide assistance to said subscribers concerning same.  Upon request, Licensee shall make available one (1) "A/B switch" at cost, if needed, and a splitter to each such subscriber, at cost, to facilitate such interconnection.  Licensee shall notify subscribers about the availability of such "A/B" switch on an annual basis in accordance with Massachusetts consumer notification requirements.  Use of such an A/B switch and splitter will allow any subscriber with a cable-ready VCR to record any channel while viewing an unscrambled channel, or vice-versa, without the need of a second converter.
         
         
   8. Parental control capability

      The Licensee shall provide those subscribers with converters, upon request, with the capability to control the reception of any channels on the Cable Television System with said converters subject to standard converter fees.

   9. Billing and termination procedures

      Licensee will comply with the consumer protection regulations of the MDTE, 207 CMR 5.00 et seq., as amended, which regulations are attached hereto and are incorporated herein by reference and Licensee shall comply with applicable customer service and consumer regulations promulgated by the Federal Communications Commission.

   10. Advance Billing

       Subscribers shall not be billed in advance by more than a one month period except: in the case of demonstrated credit problems involving payment delinquency including more than one disconnection; seasonal situations where a greater period of advance billing is approved by the Division; or in the case of optional promotions offered by Licensee.

   11. Protection of subscriber privacy
       
       
       1. Licensee will comply with all privacy provisions of applicable federal and state laws including, but not limited to, the provisions of Section 61 of the Cable Communications Policy Act of 1984 and Title 18 United States Code, Section 2520.
          
          The Licensee shall be responsible for carrying out and enforcing the Cable Television System's privacy policy, and shall at all times maintain adequate physical, technical and administrative security safeguards to ensure that personal subscriber information is handled and protected strictly in accordance with this policy.  The Licensee shall notify all third parties who offer cable services in conjunction with the Licensee, or independently over the Cable Television System, of the Subscriber privacy requirements contained in this Renewal License.
       2. At the time of entering into an agreement to provide Cable Service to a subscriber and at least once a year thereafter, the Licensees shall provide all subscribers with the written notice required in Section 631(a) (1) of the Cable Act.
       3. In accordance with Section 631 of the Cable Act, Licensee and its agents or employees shall not, without giving subscribers an opportunity to prevent disclosure, disclose to any third party data identifying or designating any subscriber either by name or address.  Said opportunity to prevent disclosure shall be provided to each subscriber annually through a written notice.  A subscriber shall have the right, at any time, to request Licensee not to disclose to any third party data identifying the subscriber by name and address and Licensee shall abide by this request.
       4. The Licensee shall have the right to take reasonable steps to avoid the unauthorized reception, use or interception of any of Licensee's services, including, but not limited to, prohibiting and removing any unauthorized instrument, apparatus, equipment or device, which is designed, adapted, intended, or used to receive, use, intercept or fraudulently obtain any of Licensee's services, in violation of law or any of Licensee's rights under this License or any other agreement or instrument, and nothing herein shall be construed or is intended to limit, restrict or interfere with Licensee's right to secure its system and to offer services only to duly authorized customers.  Reasonable steps shall not include unauthorized entry.
          
          
   12. The customer service provisions of subsection 22.1 shall not apply to the offering and delivery of internet service except for the privacy provisions of subsection (xi).*
       
       
2. Service Interruption

   Except where there exists an emergency situation necessitating a more expeditious procedure, Licensee shall use reasonable efforts to interrupt service for the purpose of system construction, routine repairing or testing the Cable System only during periods of minimum use.

3. Grafton Business Liaison

   To continue to provide Grafton businesses with information and technical assistance on cable services, Licensee shall designate one of its employees as liaison to the Grafton business community.  Licensee's business liaison shall upon reasonable request of Grafton businesses provide said businesses with information about cable technologies and services including but not limited to program services, public access training and equipment availability, commercial leased access, data transmissions (if made available to Grafton cable subscribers), line extension, advertising on the cable system, other new technologies and services as they come available and information the Licensee has concerning use of the cable system for business development purposes.  Licensee shall not less than once every year include in its subscriber mailings a notice of the availability of a business liaison to provide information to Grafton businesses seeking information and technical assistance on cable services and technology.  There shall be no charge or pass-through for said business liaison provided above.

SECTION 23 - CABLE T.V. OVERSIGHT COMMITTEE OR THEIR DESIGNEE

The Issuing Authority may appoint, at any time, a cable T.V. Oversight Committee, or their designee, to handle and oversee, on behalf of the Town of Grafton, complaints and other matters related to this License, subject to the Issuing Authority's ultimate authority and approval as set forth in Chapter 166A of the General Laws of Massachusetts, applicable state and Federal regulations and this License.  The Cable T.V. Oversight Committee may deal with obscenity and consumer complaints, render advice on programming and services offered by Licensee and recommend rules governing use of equipment and access channels by the public.  It may also provide and gather information regarding the public's interest in cable participation and establish guidelines to encourage the use of the access channels.

SECTION 24 - REPORTS OF INFORMATION

Licensee shall file annually with the MDTE and the Issuing Authority, on forms to be prescribed by the MDTE, a sworn statement of its revenues and expenses pertaining to the Grafton cable communications system and a statement disclosing its ownership for official use only.  In addition, the Licensee shall also file with the MDTE and the Issuing Authority on forms to be prescribed by the MDTE,  a financial balance sheet and statement of ownership which shall be open to public inspection.  The requirements of the two preceding sentences shall be subject to the regulations of the MDTE.

Every three (3) months the Licensee shall notify the Issuing Authority on forms prescribed by the MDTE of complaints of subscribers received during the reporting period and the manner in which the complaints have been met, including the time required to make any necessary repairs or adjustments, provided that nothing herein shall be construed to require that Licensee violate or cause a violation of 47 U.S.C. 551.

SECTION 25 - PAYMENT TO TOWN

1. The annual license fee payable to the Town shall be Fifty Cents per subscriber served, or such other amounts as may in the future be required under the General Laws or to be required under Chapter 166A, and shall in no event exceed the maximum permitted by rules of the Federal Communication Commission for regular cable television operations in the Town.  The annual payments of such license fee shall be based upon the number of subscribers served as listed on the books of the Licensee as of December 31^st of each new year during the term of the License and shall be payable on or before March 15^th of the following year during the term of the License.
2. Accompanying the annual payments to the Town, the Licensee shall submit a sworn financial statement delineating the derivation of the amount of all specific payments from subscribers to the Licensee.
3. Subject to applicable law, Licensee shall, on or before March 15^th of each year, submit a license fee to the Issuing Authority equal to fifty cents per subscriber per year as provided in Section 9 of Chapter 166A of the Massachusetts General Laws.  The number of subscribers, for purposes of this section, shall be calculated on the last day of each year.  If in the future, payments to the Town under M.G.L. ch.166A, s.9 may be increased or may otherwise be increased, the Issuing Authority reserves its rights to increase said license fees accordingly

SECTION 26 - LICENSE MODIFICATION

Any modification of the provisions of Section 76.31 of the Rules of the FCC relating to license standards shall be incorporated into this License within one (1) year of adoption of the modification, or at such other time as prescribed by the requirements of the applicable regulatory authority, or at the time of renewal of this License, whichever occurs first.  All conditions and requirements of Chapter 166A of the General Laws of Massachusetts and the rules and regulations of the Federal Communications Commission and the Cable Division are incorporated herein by reference, to the extent not enunciated herein.

SECTION 27 - TRANSFER AND ASSIGNMENT

This Renewal License or control thereof shall not be transferred, assigned or disposed of in any manner, voluntarily, directly or indirectly, or by transfer of control of any person holding such License to any other person without the consent of the Issuing Authority, except as provided by applicable law or the regulations of the MDTE and the FCC.  A License transferee shall be subject to the terms of this License in accordance with applicable law.  In the event of such license transfer proceedings, Licensee shall reimburse the Town up to $1,750.00 of reasonably itemized administrative costs directly related to the transfer.

SECTION 28 - DETERMINATION OF BREACH, REVOCATION OF LICENSE

A.  DETERMINATION OF BREACH

In the event that the Issuing Authority has reason to believe that the Licensee has defaulted in the performance of any provision of this Renewal License or defaulted in the performance of statutory obligations to the Town, except as excused by force majeure, the Issuing Authority shall notify the Licensee in writing, by certified mail, of the provision or provisions of which the Issuing Authority believes Licensee to be in default and the details relating thereto.  The Licensee shall have thirty (30) days from the receipt of such notice to:

1. respond to the Issuing Authority in writing, contesting the Issuing Authority's assertion of default and providing such information or documentation as may be necessary to support the Licensee's position; or
2. cure any such default within thirty (30) days of notice thereof, or, in the event that by nature of the default, such default cannot be cured within such thirty (30) day period, to take reasonable steps to cure said default and diligently continue such efforts until said default is cured.
3. In the event that the Licensee fails to respond to such notice of default, to cure the default or to take reasonable steps to cure the default, the Issuing Authority shall promptly schedule a public hearing no sooner than fourteen (14) days after a determination has been made by the Issuing Authority that Licensee has not appropriately responded, cured, nor taken appropriate measures to attempt to cure the default, and written notice, by certified mail, of such has been delivered to the Licensee.  The Licensee shall be provided reasonable opportunity to offer evidence and be heard at such public hearing.  If the Issuing Authority determines after public hearing that a continuing state of default exists, and that its cure is unlikely or untimely, Issuing Authority may determine to pursue any of the remedies available to it under law.

B.  REVOCATION OF THE RENEWAL LICENSE

In the event that the Licensee fails to comply with any material provision of this Renewal License in any material fashion, the Issuing Authority may revoke the Renewal License granted herein, subject to the procedures of Law and this Renewal License and M.G.L.c 166A, § 11 as it exists on the date hereof.

C. TERMINATION

The termination of this Renewal License and the Licensee's rights herein shall become effective upon the earliest to occur of (i) the revocation of the Renewal License by action of the Issuing Authority, pursuant to Section A and B above, or (ii) the expiration of the term of this Renewal License.  In the event of any termination, the Town shall have all of the rights provided in this Renewal License.

D. NOTICE TO PARTIES OF LEGAL ACTION

In the event that either party hereto intends to take legal action of any kind against the other party for any reason, the moving party shall first (i) give the other party at least sixty (60) days' notice that an action will be filed as provided in Section 15.8 hereof; (ii) meet with the other party before it files any such action; and (iii) negotiate in good faith the issue which is the subject of any threatened legal action.

E. LICENSEE'S RIGHT OF APPEAL

Nothing herein shall be deemed to limit the right of the Licensee to appeal any decision of the Issuing Authority to any court or governmental agency having jurisdiction thereof.

SECTION 29 - REVIEW OF LICENSEE'S PERFORMANCE

The Licensee and the Issuing Authority or the Issuing Authority's designee shall meet annually to assess the overall performance of the Licensee in providing cable communications services to Grafton residents, and the development of such services in the Town.  The subject of such meetings may include the renegotiation of any provision of this License.  Such meetings shall be public, and posted in a newspaper with significant local circulation and in a conspicuous place in Town House, not less than 14 days prior to the meeting.

SECTION 30 - AMENDMENTS

Any amendments to the License and amendment procedures shall be in full conformity with the MDTE "Procedural Rules for the Amendment of Final Licenses" of December 26, 1973, and as amended.

In the event and at such time an appropriate federal or state legislative body or regulatory agency amends or promulgates new rules and regulations affording the Issuing Authority the right to petition an appropriate regulatory agency as an aggrieved party, or the rules and regulations of Federal or state regulatory agencies are amended to permit either the Issuing Authority of Licensee to petition an appropriate regulatory agency for a ruling amending the License in the event the parties hereto cannot agree, or in the event such amendment provides for arbitration procedures for settlement of disputes between the Issuing Authority and Licensee, then such amendment to the appropriate regulatory agency's rules and regulations shall be immediately incorporated herein and made a part hereof notwithstanding any grandfathering provisions which may be incorporated in such amended or new rules and regulations.

SECTION 31 - SEPARABILITY

If any section, paragraph, term or provision of this License is determined to be illegal, invalid or unconstitutional, by any court of competent jurisdiction or by any state or federal regulatory agency having jurisdiction hereof, such determination shall have no effect on any other section, paragraph, term or provision hereof, all of which will remain in full force and effect for the term of the License or any renewal or renewals thereof.

SECTION 32 - PROGRAMMING

1. Licensee shall use its diligent efforts to carry program services desirable to Grafton subscribers and shall, not less than once annually, consult with the Issuing Authority or Cable Advisory committee, if requested, to survey the Issuing Authority concerning suggestions or comments concerning program services of interest to Grafton residents.  The Issuing Authority acknowledges Licensee retains, pursuant to and as permitted by the Cable Act, sole discretion with respect to actual program line-up decisions.
2. Community-specific capability
   The Town of Grafton cable system shall be technologically able to receive community-specific programming independent from that offered other Towns.
3. Licensee shall periodically survey subscribers in the Town with regard to programming preferences.  Upon request of the Issuing Authority, summary results of these surveys shall be shared with the Town in non-written form.

SECTION 33 - SENIOR DISCOUNT

Any Subscriber who is over sixty-five (65) years old, and who is the head of the subscribing household, shall upon request and proof of age, receive a  ten percent (10%) discount on basic and expanded basic tiers

SECTION 34 - BILLING CYCLE

Licensee shall place a message on subscriber billing statements clarifying the billing cycle delinquency period is 30 days after the bill due date, placed on said billing statements six (6) times per year.  The foregoing shall be implemented subject to sufficient space being made available by the billing vendor, on the bill.

SECTION 35 - FM SERVICE

Licensee shall continue to provide FM service as an option to subscribers, subject to Licensee, at its discretion, being able to utilize the FM Band for video, data or other service and Licensee may utilize all or any portion of the FM Band for its own use and discontinue broadcast FM service, however, upon deletion of broadcast FM service Licensee shall replace FM service with another music service alternative such as DMX.

ARTICLE II

GENERAL PROVISIONS

Section 3.1                  ENTIRE AGREEMENT

This instrument contains the entire agreement between the parties, supersedes all prior agreements or proposals except as specifically incorporated herein, and cannot be changed orally but only by instrument in writing executed by the parties.

Section 3.2                  CAPTIONS

The captions to sections throughout his License are intended solely to facilitate reading and reference to the sections and provisions of this License.  Such captions shall not affect the meaning or interpretation of this License.

Section 3.3                  LICENSE EXHIBITS AND APPENDICES

The Exhibits or Appendices to this License, attached hereto, and all portions thereof, are incorporated herein by reference and expressly made a part of this License.

Section 3.4                  WARRANTIES

The Licensee warrants, represents and acknowledges that, as of the Effective Date of this License:

1. The Licensee is duly organized, validly existing and in good standing under the laws of the State;
2. The Licensee has the requisite power and authority under applicable law and its by-laws and articles of incorporation and/or other organizational documents, is authorized by resolutions of its Board of Directors or other governing body, and has secured all consents which are required to be obtained as of the execution date of this License, to enter into and legally bind the Licensee to this License and to take all actions necessary to perform all of its obligations pursuant to this License;
3. This License is enforceable against the Licensee in accordance with the provisions herein; and
4. There is no action or proceedings pending or threatened against the Licensee which would interfere with performance of this License.

Section 3.5                  APPLICABILITY OF LICENSE

All of the provisions in this License shall apply to the Town, the Licensee, and their respective successors and assigns.

Section 3.6                  JURISDICTION

Exclusive jurisdiction and venue over any dispute or judgment rendered pursuant to any Article herein shall be in a court or agency of appropriate venue and subject matter jurisdiction located in the Commonwealth of Massachusetts and the parties by this instrument subject themselves to the personal jurisdiction of said court for the entry of any such judgment and for the resolution of any dispute, action, or suit arising in connection with the entry of such judgment.

Section 3.7                  NOTICE

Every notice to be served under this agreement shall be delivered in hand or sent by certified mail (postage prepaid), and shall be deemed to have been given on the date of delivery and shall be addressed as follows:

1.         To the Issuing Authority:         The Board of Selectmen

                                                            Grafton Town Hall

                                                            30 Providence Road

                                                            Grafton, MA 01519

or such other address as the Issuing Authority may specify in writing to the Licensee.

2.         To the Licensee:                    

                                                            Charter Communications

                                                            95 Higgins Street

                                                            Worcester, MA 01606

or such other address as Licensee may specify in writing to the Town.

Section 3.8                  TOWN'S RIGHT OF INTERVENTION

The Town hereby reserves to itself, and the Licensee acknowledges the Town's right, to the extent, authorized by applicable law or regulation, to intervene in any suit, action or proceeding directly relating to the provisions of this License.

Section 3.9                  RESERVATION OF RIGHTS

Acceptance of the terms and conditions of this franchise will not constitute, or be deemed to constitute, a waiver, either expressly or impliedly, by Licensee or by the Town of any legal rights which either party may have or may be subsequently determined to have, either by subsequent legislation or court decisions.

Section 3.10                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 deemed in violation or default during the continuance of such inability.  The term "force majeure" as used herein shall mean the following: 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, agencies, political subdivision, or officials, or any civil or  military authority, whether legal or illegal; insurrections; riots; epidemics; landslides; lightening; earthquakes; fires; hurricanes; volcanic activity; storms; floods; washouts; droughts; civil disturbances; explosions; strikes; and unavailability of essential equipment, services and/or materials beyond the control of the Licensee; and the inability of Licensee to obtain, on customary and reasonable terms, easements, permits or licenses for the attachment or placement of the System, or parts thereof, to any pole or underground conduit not owned by Licensee, or any other cause or event not reasonably within the control of the disabled party.

TOWN OF GRAFTON, MASS.

By the Board of Selectmen

_________________________

_________________________         

_________________________         

_________________________         

_________________________         

Approved as to Form

___________________________     

William August

Special Counsel

This License is

Hereby accepted by: 

CHARTER COMMUNICATIONS ENTERTAINMENT I L.L.C.

____________________________   

BY:

EXHIBIT 12