Reproduced Excerpts of Franchise Agreement

Below are some excerpts from "Baltimore City Cable Television Franchise Agreement by and between the Mayor and City Council of Baltimore and Comcast of Baltimore City, L.P." (stamped "APPROVED By the Mayor DEC 06 2004") that pertain to PEG (Public, Education and Government) channels. Since the original document was not available electronically, it has been reproduced here, and, although care has been taken, there may be differences form the original. Any errors in the original have been reproduced as is.

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SECTION 2. GRANT OF AUTHORITY; TERM

2.1 Grant of Franchise.
2.2 Term of Franchise
2.3 Renewal
2.4 Reservation of Authority
2.5 Competitive Equity
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SECTION 6. PUBLIC SERVICES.

6.1 Provision of Peg Channels
6.2 Number of Peg Channels
6.3 Allocation and Use of Peg Channels
6.4 Signal Input Points
6.5 Capital Support for Equipment and Facilities for Peg Channels
6.6 Publicity
6.7 Services to Government, Educational, and Other Facilities
6.8 Leased Access
6.9 Cost Borne by Franchisee
6.10 Institutional Network
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SECTION 10. FRANCHISE FEES

10.1 Franchise Fees; Payment Due
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APPENDIX B. PEG SIGNAL INPUT POINTS
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SECTION 2
GRANT OF AUTHORITY; TERM

2.1 Grant of Franchise.

A. General. City hereby grants to Franchisee, subject to the terms and conditions of this Agreement and the Franchise grant ordinance, a non-exclusive Franchise with the right, privilege and authority to construct, operate, repair, maintain, and reconstruct a Cable System on, over, under upon, across, and along the Public Ways within the Franchise Area in accordance with the City's specifications and this Agreement. The grant of this non-exclusive Franchise is expressly conditioned upon the construction, operation, maintenance, repair, and reconstruction of the Cable System in accordance with the terms of this Franchise. The rights granted hereunder, including, without limitation, rights to utilize the Public Ways, shall not be sold, transferred or assigned without approval of the City.
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2.2 Term of Franchise.

A. Established. The Franchise granted shall be for a term commencing upon the Effective Date of the Agreement and terminating on December 31, 2016, unless the Franchise is renewed or is lawfully terminated in accordance with the terms of this Agreement.
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SECTION 6
PUBLIC SERVICES

6.1 Provision of PEG Channels.

A. Franchisee to Provide. Franchisee shall provide PEG Channels at no charge on the Cable System, as specified in this Agreement. Such Channels shall be available twenty-four (24) hours per Day throughout the Term of this Agreement at no cost to Subscribers, City, or PEG Users (initial or ongoing). The PEG Channels shall be in addition to any capacity provided on the Institutional Network. Franchisee shall continue to provide the same levels of equipment and support for these Channels as is being provided as of the Effective Date.

B. Location. All PEG Channels shall be placed on the basic tier of service (and in the lowest tier of service, if different), shall be available to all Subscribers and can be in either analog (6 MHZ NTSC) or digital format, at the City's option, capable of carrying the same information as a 6 MHZ NTSC signal, so long as at all times they are in the same format used by Franchisee for the principle local off-air Channels that are provided to Subscribers on its Cable System. PEG Channel assignments shall be the same throughout the System. Franchisee shall use reasonable efforts to cooperate with any other cable operators to ensure that PEG Channel assignments are the same for all cable systems in the City.

C. Relocation. PEG Channel assignments shall not be changed unless there is good cause, and in no case shall a given PEG Channel be moved from one Channel number to another number (e.g. from Channel 7 to Channel 12) more often than once every forty-eight (48) months. The Franchisee will make reasonable efforts in any relocation of PEG Channels, or any relocation of any other Channels, to ensure that the PEG Channels are reasonably proximate to each other. Franchisee must give City and each PEG User at least three (3) months advance notice of any change in the Channel number on which a PEG Channel will be distributed on Franchisee's System. Any such relocation must be to a Channel of technical quality equivalent to that of other Channels on the System. In addition, the Franchisee shall provide, at Franchisee's expense, at least thirty (30) days advance notice of such Channel relocation in monthly bills or another mailing sent to Subscribers.

D. Editorial Control. Franchisee shall not exercise any editorial control over any use of PEG Channel capacity (including Channels provided under Section 6.1B), or the content of programming on PEG Channels (except for such programming as the Franchisee may produce or provide for its account), nor shall Franchisee or its Affiliates incur any liability under this Agreement for any PEG programming carried on any PEG Channel.

E. Signal Quality. The Franchisee shall transmit the signals of the PEG Channels without altering or degrading the signal, failing to retransmit, or removing any formatting or coding information associated with such signal, such as secondary audio programming ("SAP") and closed captioning. The Franchisee shall use the same of better quality of equipment and engineering practices to transport the Signal of the PEG Channels as it uses to transport the Signal for the commercial broadcast Channels.

F. Outages. In the event of failure of the headend, Signal Input Points (as defined in Section 6.4), Remote Signal Input Points (as defined in section 6.4), or interconnection, the Franchisee shall respond within four (4) hours after receiving notice from a PEG facility. The Franchisee shall restore service through such failed interconnection or facility as soon as reasonably possible, but not later than twenty-four (24) hours after receipt of such notice from a PEG User or facility, absent some delay or failure beyond the control of the Franchisee.

G. Subscriber Reception of PEG Digital Channels. The Franchisee shall make available a digital cable converter, which permits the subscriber to receive all PEG Digital Channels, but no other digital service, to those Subscribers who would not otherwise receive PEG Digital Channels because the Subscriber does not subscribe to Franchisee's digital services. When Franchisee first provides PEG Digital Channels, the Franchisee shall announce the availability of a digital cable converter to each Subscriber, and announce it annually thereafter.

6.2 Number of PEG Channels.

A. Number of Channels. Franchisee shall provide eight (8) downstream PEG Channels in analog format. In the event that the Franchisee discontinues carriage of analog Channels on the System and converts to an all-Digital Service format, then the Franchisee shall continue to provide eight (8) downstream PEG Channels via Digital Service. PEG Channel capacity and use shall be allocated by the City in its sole discretion. The Franchisee shall provide, at its cost and expense, for all equipment necessary for the PEG facilities to transmit on the digital Channels instead of the analog Channels.

B. Channel Activation. The decision to activate an additional PEG Channel is, in all events, a decision to be made in the sole discretion of the City, after notice to the Franchisee. The Franchisee shall, without charge to the City, activate and make available an additional PEG Channel not later than one hundred and twenty (120) Days following receipt of a notice from the City that the City desires to activate an additional PEG Channel; provided, however, that the Franchisee shall not be required to activate more than one additional PEG Channel in any twelve (12) month period.

6.3 Allocation and Use of PEG Channels.

A. By City. PEG Channels are, and shall be, allocated by the City in its sole discretion. City may, at any time on ninety (90) days notice to Franchisee, allocate or reallocate the usage of the PEG Channels among and between different uses and PEG Users.

B. Rules and Procedures. City may, from time to time, adopt and revise rules and procedures as to when and how Franchisee may use the PEG Channels for the provision of video programming if the PEG Channels are not being used for their respective purposes. Franchisee shall use the PEG Channels solely in accordance with such rules and procedures and, except for PEG Channels being used by Franchisee, shall have no responsibility or control with respect to the programming of such Channels.

6.4 Signal Input Points. For purposes of this Agreements, Signal Input Points refer to the facilities that connect the permanent facilities of PEG Users to the Cable System and provide the connection by which such Users provide their programming to Franchisee for immediate retransmission to Subscribers. Remote Signal Input Points are signal input points for PEG programming that are used intermittently (but repeatedly) from the same location, such as from a community center, a high school football field or the like.

A. As of the Effective Date, the Franchisee has provided, in good working order, the Signal Input Points at the PEG facilities shown on Appendix B for the receipt of the signal by Franchisee from PEG Users for simultaneous distribution of video programming to Subscribers on the Cable System in City. The Signal Input Points include all equipment required for the transport of video and audio source material, including, without limitation, laser transmitters, modulators, processors, drops, and wiring, so that each such center can send signals to the headend via the I-Net on at least one path initially. For the purposes of this provision, "good working order" shall mean that the Signal Input Point has sufficient fiber optic connectivity in operating condition and such equipment as is necessary for such fiber optic connection to be active and send Signals.

B. Remote Signal Input Points shall be provided by Franchisee from which a real time video signal shall be transmitted by Franchisee simultaneously to Franchisee's local headend for simultaneous distribution on the Cable System in the City. The initial Remote Signal Input Points as of the Effective Date are set forth in Appendix B.

C. The Franchisee shall be responsible for any fiber and equipment of Franchisee at such Signal Input Points and Remote Signal Input Points that is not in good working order as of the Effective Date, and the City shall be responsible for any City fiber and equipment at such Signal Input Points and Remote Input Points that is not in good working order as of the Effective Date. The City shall be responsible for the cost of any new fiber and equipment requested or required by the City at the Signal Input Points and Remote Input Points.

D. Signal Input Points and Remote Signal Input Points shall, unless otherwise specified by City, accept baseband composite video and audio signals in analog (6 MHZ NTSC) format.

E. The City may change Signal Input Points and Remote Signal Input Points upon reasonable notice to Franchisee, such as if the PEG User of a Channel changes of the main studio of a PEG User moves to another location. Any such change shall be to a location that provides both adequate signal capacity and adequate safeguards for the security of the Cable System. In the event that the location of a Signal Input Point or Remote Signal Input Point changes, the City may request that the Franchisee connect the new location to the Cable System. Upon the City's receipt and approval of an estimate of the cost for Franchisee to make such connection, the Franchisee shall promptly make such connection, and the City shall reimburse the Franchisee for such cost.

F. Upon notice from the City, the Franchisee shall be responsible for providing, constructing, and installing, at the Franchisee's cost and expense, a fiber optic link from a node designated by the City to the Franchisee's headend, to enable the transmission of Signals from one or more of the Signal Input Points to the Franchisee's headend for transmission of PEG programming on the PEG Channels. Such fiber optic link shall meet or exceed the Electronic Industry Association Standard 250-C, entitled "Electrical Performance Standards for Television Transmission."

6.5 Capital Support For Equipment and Facilities For PEG Channels.

A. Franchisee shall pay to the City, for capital costs, including, without limitation, facilities and equipment, ongoing support of fifty cents ($.50) per Subscriber per month, for the Term of this Franchise Agreement, or so long as Franchisee is providing Cable Service in the City, whichever is longer. This per-Subscriber grant shall be computed and paid in the same manner and on the same schedule as the Franchise Fees set forth in Article 10, and shall be subject to the right of the City to inspect, audit, and re-compute in the same manner as for Franchise Fees under Article 10 and with late payments subject to interest in the same manner as are Franchise Fees. The amount of this per-Subscriber grant shall increase by the following amounts on the following anniversaries of the Effective Date:

Anniversary Amount

2nd $.02
5th $.03
7th $.02
10th $.03

Franchisee and City agree that the obligations set forth in this Section are not "franchise fees" within the meaning of 47 U.S.C. §542.

B. Upon the enactment of this Ordinance, the City agrees to select and convene a Board of Incorporators (the "Board") to work with the City to create a public access entity to be responsible for the management of public access cable television programming. This Board shall consist of thirteen members appointed by the Mayor. All members of the Board shall be City residents. It shall include at least three members of the public access broadcasting community, at least two members of the Cable Communications Advisory Commission, one representative from MOCC, one representative from the Department of Law, one representative from the Council selected by the President of the Council, and five additional members as determined by the Mayor.

The Board shall develop the structure of a tax-exempt organization under section 501 of the Internal Revenue Code (the "Corporation"). The Corporation shall be created by the City, and upon creation shall operate independently thereof. It shall generally serve as the public access entity for the citizens of Baltimore. It shall receive and disperse the public access portion of the PEG capital support provided for in this Section, as well as any grant for PEG purposes Franchisee may provide in connection with the grant of the Franchise, and such other funds (if any)made available to it from time to time by the City. The Corporation shall enter into an agreement (the "Operating Agreement") with the City in accordance with all standard City contractual requirements, including but not limited to provision for regular City audits, the use of generally accepted accounting and auditing principles, and an acceptable budgeting process prior to the receipt of funds from the City.

Subject to the conditions above, the City shall pay to the Corporation, or to any successor entity thereof, or to third parties on the behalf of the Corporation, one-third (1/3) of the monies collected as capital support for PEG purposes pursuant to this Section, if, as, and when collected by the City. These funds shall be extended only for capital costs for public access purposes. Prior to receipt of any funds from the City, the Corporation (i) shall have entered into the Operating Agreement in accordance with this Section, and (ii) shall be and remain in good corporate standing with the State of Maryland. The Corporation shall apply all funds received from the City in accordance with the terms and conditions of this Franchise and the Operating Agreement.

6.6 Publicity. Franchisee shall undertake the following PEG Channel publicity activities at its own cost and expense:

A. City may request, from time to time, and Franchisee shall use reasonable efforts to provide, to City and PEG Users, a reasonable number of advertising avails on an "as available" basis for advertising spots promoting public, educational, and government programming. Such spots shall be prepared by, and at the expense of, the City or PEG User, as applicable.

B. Franchisee shall list all PEG Channels on print and cablecast electronic program guides.

C. Franchisee shall include written information about public, educational and governmental access programming and activities in its customer handbook and in materials given to new Subscribers.

6.7 Services to Government, Educational, and Other Facilities.

A. Service Provided. The Franchisee shall provide Basic and Standard Service, and any equipment necessary to receive such service, free of charge, to: (i) the facilities specified in Appendix C, (ii) all new facilities requested form time to time by the City pursuant to Section B of this Section; and (iii) all facilities that are relocated from time to time pursuant to section B of this Section.

B. Installation and Relocation. Upon request of the City, the Franchisee shall, without charge, install one activated outlet at each public educational institution and each building or facility owned by or leased to, and used by, the City, within the Franchise Area, as shall be designated by the City from time to time; provided, however, that a total of not more than five (5) such new outlets shall be required in any calendar year. The City shall be responsible for reimbursing the Franchisee for the Franchisee's cost of installation of such new outlets where the Drop is greater than one hundred fifty (150) feet in length. The City shall be responsible for reimbursing the Franchisee for the Franchisee's cost to relocate any outlets after their initial installation, when such relocation is requested by the City. The Franchisee shall be responsible for the cost to relocate any existing outlets where the relocation is due to the Franchisee's requirements.

C. Activation of Appendix C Locations. In the event that any facility listed in Appendix C does not have an outlet and Drop as of the Effective Date, the City shall be responsible for reimbursing the Franchisee for its cost of installation of the outlet and Drop, regardless of the length of the Drop; provided, further, that any such facility listed on Appendix C that does not have an activated outlet and Drop as of the Effective Date and receives an activated outlet and Drop after the Effective Date shall not count as part of the City's five (5) new outlets per calendar year pursuant to Section B of this Section.

6.8 Leased Access. Franchisee shall make available suitable Channel capacity for leased access by third parties not Affiliated with Franchisee to the extent from time to time required by federal law and regulations. Franchisee shall have the sole responsibility for all operating aspects and for the fixing of rates and conditions for leased access use.

6.9 Cost Borne by Franchisee. All the equipment, services and grants provided in this Article 6 shall be provided without any cost of any kind (initial, one time, on-going or recurring), except such costs as are specifically described, to City or to PEG Users.

6.10 Institutional Network. The parties have entered into a separate agreement entitled "I-Net Transfer and Modification Agreement." The Franchisee shall comply with all requirements of that agreement in connection with, and shall continue its ongoing operation and maintenance of those portions of, the Institutional Network, including those portions not transferred to the City under said agreement.
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SECTION 10
FRANCHISE FEES

10.1 Franchise Fees; Payment Due

A. Amount; Date Due. As compensation for the Franchise, the Franchisee shall pay to the City an amount equal to five percent (5%) of annual Gross Revenue throughout the Term of the Agreement. All such Payments shall be made on a quarterly basis and shall be remitted within thirty (30) Days after the last Day of each March, June, September, and December throughout the term of this Agreement and simultaneously with the submission of the Franchisee's quarterly report required pursuant to Section 10.2 of this Agreement. The Franchisee may prepay Franchise Fees from time to time with the consent of the City.
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APPENDIX B
PEG SIGNAL INPUT POINTS

Permanent

1. 8 Market Place

2. 100 N. Holliday (City Hall)

3. 200 E. North Avenue (School Headquarters)

4. 620 Fallsway (Emergency Operations Center 1)

5. 1201 E. Coldsprings (Emergency Operation Center 2)


Remote

1. 2600 W. North Avenue (Coppin College)

2. 2600 E. Northern Parkway (School Technology Center)

3. Camden Yards/Ravens Stadium Complex (State Emergency Operations Center)

4. University of Maryland College Park

5. Johns Hopkins University

6. Morgan State University
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