complete website packet 06.26.25.pdf

Exactly as extracted, unformatted — for checking against the original. The readable version is easier to read.

THE TOWN OF CENTREVILLE 101 LAWYERS ROW CENTREVILLE, MD 21617
410-758-1180 FAX 410-758-4741 WWW.TOWNOFCENTREVILLE.ORG
AGENDA
Town Council of Centreville Meeting
June 26, 2025
7:00 PM
Liberty Building
107 Liberty Street, 2nd Floor Meeting Room
I. Convene – Council President
II. Pledge of Allegiance
III. Moment of Silence – For Military & Public Safety Personnel (Past & Present)
IV. Agenda Review
V. Review of Minutes from Past Meetings
a. June 5, 2025 Meeting Minutes
VI. Citizens Forum (Citizens are requested to keep their comments to three minutes.)
VII. Appearances
a. Ashlie Bagwell – Harris Jones & Malone – Maryland General Assembly Updates
7:05 P.M. – PUBLIC HEARING:
b. Ordinance 09-2025- Chapter 31 – Dangerous Buildings- Council President
c. Ordinance 11-2025 – Deed of Dedication – Green Street Extended – Council President
VIII. Old Business
a. Ordinance 09-2025 – Chapter 31 – Dangerous Buildings – Consideration- Council President
b. Ordinance 11-2025 - Deed of Dedication – Green Street Extended – Second Reading-
Consideration- Council President.
c. Town Solar Power Partnership- Karen Luffman – Finance Director
IX. New Business
a. Utility Rate Study- Karen Luffman – Finance Director
b. Ordinance 10-2025 – Chapter 2 – Administrative Search Warrants – Amended Language –
Council President
c. Ordinance 08-2025 – Trailer Ordinance – First Reading, Member Jim Beauchamp
d. Resolution 07-2025 – Talkie Franchise Agreement- Council President
X. Reports of Boards and Commissions
a. Maryland Municipal League
b. Council of Governments
c. Economic Development
d. Park Advisory Board
e. Planning Commission
XI. Reports of Department Heads
a. Town Manager
b. Chief of Police

c. Town Attorney
d. Finance Officer
e. Director of Public Works
f. Human Resources Manager
g. Town Clerk
h. Main St. Manager
XII. Citizens Forum (Citizens are requested to keep their comments to three minutes.)
XIII. Council Roundtable
a. Kiel
b. Beauchamp
c. Worth
d. Huffer
e. Kaiser
XIV. Motion to Adjourn – Council President
Upcoming Events/Meetings:
• June 6, 2025 – First Friday – Lawyers Row- 6:00 p.m. – 8:00 p.m.
• June 10, 2025 – Cemetery Advisory Committee – 4:00 p.m.-Town Hall
• June 11, 2025 – Planning Commission Meeting – 7:00 p.m. - 107 N. Liberty Street, 2nd floor
meeting room
• June 18, 2025 - Planning Commission Meeting – 7:00 p.m.- 107 N. Liberty Street, 2nd floor
meeting room
• June 19, 2025 - CANCELLED: Town Council Meeting
• June 22-25, 2025 Maryland Municipal League Summer Conference
• June 26, 2025 - Town Council Meeting – 7:00 p.m. -107 N. Liberty St, 2nd floor meeting room
• July 1. 2025 – Park Advisory Board Meeting- 6:00 p.m. -Town Hall
• July 2, 2025 – Planning Commission Work Session – 7:00 p.m. -107 N. Liberty Street, 2nd floor
meeting room
• July 4, 2025 – Fourth of July Holiday - Town Offices Closed
• July 8, 2025 – Cemetery Advisory Committee Meeting – 4:00 p.m. – Town Hall
• July 10, 2025 - Town Council Meeting- 7:00 p.m. 107 N. Liberty Street, 2nd floor meeting room
• July 16, 2025 – Planning Commission Meeting – 7:00 p.m. – 107 N. Liberty St. 2nd floor meeting
room
• July 31, 2025 - Town Council Work Session- 5:30 p.m. The Wharf Building- First Floor
Meeting Room
**Please note: One or more Centreville Town Council members may be attending these
events/meetings.

PUBLIC HEARING
CENTREVILLE TOWN COUNCIL
Ordinance 09-2025 – Dangerous Buildings
June 26, 2025
7:05 P.M.
TOWN COUNCIL PRESIDENT
AN ORDINANCE OF THE TOWN COUNCIL OF CENTREVILLE TO AMEND
CHAPTER 31 DANGEROUS BUILDINGS TO ALLOW THE COSTS OF REPAIR, VACATION
AND/OR DEMOLITION BY THE TOWN TO BE ASSESSED AGAINST THE PROPERTY AS A LIEN
COLLECTIBLE IN THE SAME MANNER AS REAL ESTATE TAXES
I WILL NOW CALL MS. ASHLEY KAISER, COUNCIL PRESIDENT, TO PROVIDE BACKGROUND ON THIS
ORDINANCE.
(Ms. Kaiser to give background)
TOWN COUNCIL PRESIDENT:
I WILL NOW CALL GAYE ADAMS, TOWN CLERK, TO PRESENT EVIDENCE OF THE PUBLISHED NOTICE OF
THIS HEARING.
(Read the notice)
*********************************************
TOWN COUNCIL VICE PRESIDENT:
WE WILL FIRST HEAR FROM ALL THOSE IN FAVOR OF PROPOSED ORDINANCE 09-2025, AND THEN
HEAR FROM THOSE OPPOSED. PLEASE KEEP ALL COMMENTS TO THREE MINUTES. YOU ARE
WELCOME TO PROVIDE WRITTEN TESTIMONY TO THE TOWN COUNCIL AS WELL.
(Clerk reads the public comment guidelines.)
WE WILL NOW HEAR FROM ALL THOSE IN FAVOR OF PROPOSED ORDINANCE 09-2025.
WE WILL NOW HEAR FROM ALL THOSE OPPOSING PROPOSED ORDINANCE 09-2025.
THE CENTREVILLE TOWN COUNCIL WILL CONSIDER ALL COMMENTS PRESENTED THIS EVENING
BEFORE MAKING A FINAL DECISION REGARDING PROPOSED ORDINANCE 09-2025.
DO I HEAR A MOTION TO ADJOURN THIS HEARING?
SECOND?
ALL IN FAVOR.
I NOW DECLARE THIS HEARING ADJOURNED.

PUBLIC HEARING
CENTREVILLE TOWN COUNCIL
Ordinance 11-2025 – Deed of Dedication- Green Street Extended
June 26, 2025
7:05 P.M.
TOWN COUNCIL PRESIDENT
AN ORDINANCE OF THE TOWN COUNCIL OF CENTREVILLE FOR THE PURPOSE OF
AUTHORIZING THE ACCEPTANCE OF GREEN STREET EXTENDED FROM THE YOUNG
MEN’S CHRISTIAN ASSOCIATION OF THE CHESAPEAKE, INC. AND ALL MATTERS
RELATED THERETO
I WILL NOW CALL MS. ASHLEY KAISER, COUNCIL PRESIDENT, TO PROVIDE BACKGROUND ON THIS
ORDINANCE.
(Ms. Kaiser to give background)
TOWN COUNCIL PRESIDENT:
I WILL NOW CALL GAYE ADAMS, TOWN CLERK, TO PRESENT EVIDENCE OF THE PUBLISHED NOTICE OF
THIS HEARING.
(Read the notice)
*********************************************
TOWN COUNCIL VICE PRESIDENT:
WE WILL FIRST HEAR FROM ALL THOSE IN FAVOR OF PROPOSED ORDINANCE 11-2025, AND THEN
HEAR FROM THOSE OPPOSED. PLEASE KEEP ALL COMMENTS TO THREE MINUTES. YOU ARE
WELCOME TO PROVIDE WRITTEN TESTIMONY TO THE TOWN COUNCIL AS WELL.
(Clerk reads the public comment guidelines.)
WE WILL NOW HEAR FROM ALL THOSE IN FAVOR OF PROPOSED ORDINANCE 11-2025.
WE WILL NOW HEAR FROM ALL THOSE OPPOSING PROPOSED ORDINANCE 11-2025.
THE CENTREVILLE TOWN COUNCIL WILL CONSIDER ALL COMMENTS PRESENTED THIS EVENING
BEFORE MAKING A FINAL DECISION REGARDING PROPOSED ORDINANCE 11-2025.
DO I HEAR A MOTION TO ADJOURN THIS HEARING?
SECOND?
ALL IN FAVOR.
I NOW DECLARE THIS HEARING ADJOURNED.

TOWN COUNCIL OF CENTREVILLE
ORDINANCE NO. 09-2025
AN ORDINANCE OF THE TOWN COUNCIL OF CENTREVILLE TO AMEND
CHAPTER 31 DANGEROUS BUILDINGS TO ALLOW THE COSTS OF REPAIR,
VACATION AND/OR DEMOLITION BY THE TOWN TO BE ASSESSED AGAINST THE
PROPERTY AS A LIEN COLLECTIBLE IN THE SAME MANNER AS REAL ESTATE
TAXES
WHEREAS, the Town Council of Centreville is authorized by § 5-202 of the Local
Government Article of the Annotated Code of Maryland to adopt ordinances to protect the health,
comfort, and convenience of residents of the Town of Centreville; and
WHEREAS, the Town Council of Centreville is authorized by § 5-205(d)(2) of the Local
Government Article of the Annotated Code of Maryland to provide that any valid charge, tax, or
assessment made against real property in the municipality is a lien on the property to be collected in
the same manner as municipal taxes; and
WHEREAS, Section 301.B.33 of the Charter of the Town of Centreville authorizes the Town
Council to provide that any valid charges, taxes, or assessments made against any real property within
the Town shall be liens upon the property, to be collected as municipal taxes are collected; and
WHEREAS, the Town Council believes that it is in the best interests of the citizens of
Centreville to amend Chapter 31 of the Town Code to provide that the costs for repair, vacation, and/or
demolition of dangerous buildings is a lien against the real property collectible in the same manner as
real estate taxes.
NOW, THEREFORE, BE IT ORDAINED by the Town Council of Centreville:
Section 1. Chapter 31 of the Town Code is hereby amended as follows:
31-6 Failure of Owner to Comply
A. If the owner, occupant, mortgagee, trustee, or lessee fails to comply with the order provided for
in § 31-5D within 10 days, the Town Council of Centreville may cause such building or
structure to be repaired, vacated, or demolished as the facts may warrant, under the standards
hereinbefore provided for in § 31-2 of this chapter. and shall bring suit in a court of competent
jurisdiction against the owner, occupant, mortgagee, trustee, or lessee of the dangerous building
to collect all reasonable costs associated with the repair, vacation or demolition of the
dangerous building performed by the Town or its agents. The Town Council of Centreville may
also, in cases where this procedure is desirable and any delay thereby caused will not be
dangerous to the health, safety or general welfare of the people of the Town of Centreville, the
Town Council may take such legal action as may be necessary in such court of competent
jurisdiction, to force the owner to make all necessary repairs or demolish the building.
B. In addition to any other penalties provided for herein, if the Town causes a dangerous
building to be repaired, vacated or demolished, it may assess the costs thereof as a lien
against the real property collectible in the same manner as real estate taxes.

C. The remedies provided herein shall not limit the ability of the Town to pursue other legal
remedies including filing a legal action in a court of competent jurisdiction to force the
owner to make all necessary repairs, vacate the property, and/or demolish the building.
(Language to be deleted from the existing Ordinance is indicated in strikethrough format and language
to added is indicated by bold italics underlined text)
Section 2. If any section, clause, paragraph, sentence or phrase of the Ordinance or the application
thereof to any person, property, or circumstance is held invalid or unconstitutional by a court of
competent jurisdiction, the invalidity or unconstitutionality shall in no way affect other provisions or
any other application of this Ordinance which can be given effect without the invalid or
unconstitutional provision or application, and for this purpose the provisions of this Ordinance are
declared severable.
Section 3. This Ordinance shall become effective twenty (20) days after its enactment.
ATTEST: THE TOWN COUNCIL OF CENTREVILLE
R. Gaye Adams Ashley Heffernan Kaiser, Esq., President
Town Clerk
First Reading: Jeffrey D. Kiel, Vice President
Second Reading:
Enacted:
Effective:
Daniel B. Worth, Member
Jim A. Beauchamp, Member
Sandra Lee Huffer, Member

TOWN COUNCIL OF CENTREVILLE
ORDINANCE NUMBER 11-2025
AN ORDINANCE OF THE TOWN COUNCIL OF CENTREVILLE FOR THE
PURPOSE OF AUTHORIZING THE ACCEPTANCE OF GREEN STREET EXTENDED
FROM THE YOUNG MEN’S CHRISTIAN ASSOCIATION OF THE CHESAPEAKE,
INC. AND ALL MATTERS RELATED THERETO
WHEREAS, The Young Men’s Christian Association of the Chesapeake, Inc. (“YMCA”)
owns property located at 210 Vincit Street, Centreville, which it acquired from the County
Commissioners of Queen Anne’s County, Maryland by a Deed and Agreement dated November
24, 2015 and recorded among the Land Records of Queen Anne’s County at Liber 2487 folio 243
(“YMCA Deed”);
WHEREAS, the site plan approval conditions and the Public Works Agreement for the
YMCA provided that the YMCA will dedicate Green Street Extended to the Town;
WHEREAS, the YMCA Deed provides that the YMCA shall not sell, transfer or convey
the Property to any person, entity or organization without the expressed written consent of the
Grantor;
WHEREAS, by letter dated January 28, 2025, the Queen Anne’s County Board of County
Commissioners consented to the transfer of Green Street Extended from the YMCA to the Town
Council of Centreville;
WHEREAS, the Town Council of Centreville wishes to formally accept Green Street
Extended to be maintained by the Town;
NOW, THEREFORE, it is hereby Ordained by the Town Council of the Town of
Centreville that:
Section 1. The recitals set forth above are incorporated herein by reference and made
a part of this Ordinance;

Section 2. The Town Council of Centreville accepts Green Street Extended to be
maintained by the Town.
Section 3. This Ordinance shall become effective on the twenty-first day after its
enactment.
ATTEST: THE TOWN COUNCIL OF CENTREVILLE
______
R. Gaye Adams Ashley Heffernan Kaiser, Esq., President
Town Clerk
First Reading: Jeffrey D. Kiel, Vice President
Second Reading:
Enacted:
Effective:
Daniel B. Worth, Member
Jim A. Beauchamp, Member
Sandra Lee Huffer, Member

THE TOWN OF CENTREVILLE 101 LAWYERS ROW CENTREVILLE, MD 21617
410-758-1180 FAX 410-758-4741 WWW.TOWNOFCENTREVILLE.ORG
MEMORANDUM
May 28, 2025
TO: Carolyn Brinkley, Town Manager
FR: Karen Luffman, Finance Officer
RE: Solar
Two solar companies, Solar Simplified and Solar on Earth, approached the Town to partner with us
for savings for the Town and its residents. Solar Simplified is a national community solar
aggregator that partners with municipalities to deliver solar energy solutions. Solar On Earth offers
community solar programs that allow individuals and businesses to subscribe to local solar farms,
receiving credits on their utility bills. Both companies offer similar programs, such as reduced
electricity bills for the Town and its residents, local administrators to contact with questions, and a
simplified enrollment process for subscribers. The main difference was that Solar Simplified offers
contract terms that are month-to-month as opposed to an annual contract, immediate credits applied
directly to Delmarva Power bills, as well as a $50 credit to the Town for each resident who signs up.
The Town staff recommends partnering with Solar Simplified. Below is a breakdown of their
offerings.
Why Partner with Solar Simplified: We’re excited to partner with Centreville to educate your
community about Community Solar and offer residents a chance to save on their electricity bills
while supporting local, renewable energy. Our solar projects in Salisbury and Pocomoke will be
servicing Delmarva Power customers. These projects are expected to go live towards the end of this
year.
Key Benefits for Residents:
 Guaranteed 10% savings on all solar credits applied directly to their Delmarva Power utility
bills.
 No fees or upfront costs—participation is completely free.
 Flexible, month-to-month contracts with no long-term commitment or cancellation fees, so
it’s completely risk-free.
 Consolidated Billing: All our Delmarva Power projects will feature consolidated billing from
the start. Customers will continue receiving a single bill from Delmarva Power, with solar
credits and savings itemized.
How This Works for the Municipality:
 No Cost to the Town: We handle all costs, outreach, enrollment, and ongoing support for
residents.
 Civic Contributions: The municipality receives $50 for every resident enrolled, which can be
used at your discretion.
 Enrollment Proximity: As long as accounts are within the Delmarva Power utility territory,
proximity to the project isn’t a factor. However, we prioritize enrollments for residents of
municipalities we officially partner with.

THE TOWN OF CENTREVILLE 101 LAWYERS ROW CENTREVILLE, MD 21617
410-758-1180 FAX 410-758-4741 WWW.TOWNOFCENTREVILLE.ORG
MEMORANDUM
June 26, 2025
TO: Carolyn Brinkley, Town Manager
FR: Karen Luffman, Finance Officer
RE: Utility Rate Study
The purpose of this memorandum is to inform the Council of an increase in the cost of the utility rate
study previously authorized and to request approval for the additional funding required to complete
the study.
During the FY2025 budget, the Council approved a capital project to conduct a comprehensive
utility rate study in the amount of $25,000. Since the approval of the budget, several factors have
necessitated a revision to the study’s scope and cost, including:
• Additional data analysis due to the updated billing system
• Infrastructure changes to the upcoming WWTP upgrade/expansion
• Development of ten-year revenue sufficiency model and examination of user rates and
allocation charges assessed by the town
As a result, the quote received from the consulting company to perform a comprehensive utility rate
study will cost $45,615. Staff recommend the Council approve the additional capital funding of
$20,615 to allow completion of the utility rate study. This study remains critical to ensuring that
utility rates are fair, equitable, and sufficient to meet current and future infrastructure and service
needs are met. Funding for the additional costs is available from the interest earned in the Enterprise
Fund Checking account.

TOWN COUNCIL OF CENTREVILLE
ORDINANCE NO. 10-2025
AN ORDINANCE OF THE TOWN COUNCIL OF CENTREVILLE TO ADD A NEW
CHAPTER 2 ENTITLED ADMINISTRATIVE SEARCH WARRANTS
WHEREAS, the Town Council of Centreville is authorized by § 5-202 of the Local
Government Article of the Annotated Code of Maryland to adopt ordinances to assure the good
government of the municipality, to preserve the peace and order, to secure person and property from
damage and destruction, and to protect the health, comfort, and convenience of residents of the Town
of Centreville; and
WHEREAS, the Town Council of Centreville desire to amend the Town Code to add a new
Chapter 2 to address the standards and requirements for obtaining administrative search warrants in
the Town of Centreville; and
WHEREAS, on April 4, 2025, the Town Council enacted Ordinance 05-2025 as an emergency
basis to make similar administrative search warrant provisions effective for 120 days; and
WHEREAS, the Town Council wishes to make the administrative search warrant provisions
contained herein part of the Town Code without the limitation on the effective time period.
NOW, THEREFORE, BE IT ORDAINED by the Town Council of Centreville:
Section 1. The Code of the Town of Centreville is hereby amended to read as follows:
Chapter 2: Administrative Search Warrants
2-1 Administrative Search Warrants; Right of Entry
Administrative Search Warrants; Right of Entry. The Town of Centreville, or its designated code
official, may apply to a judge of the District Court or Circuit Court for Queen Anne’s County, for an
administrative search warrant to enter any premises to conduct any inspection required or authorized
by this Code or other applicable law.
A. The application for an administrative search warrant shall be in writing and sworn to
by the applicant and shall particularly describe the place, structure, premises, etc., to be inspected and
the nature, scope and purpose of the inspection to be performed by the applicant.
B. A judge of a court referred to in this section may issue the warrant based upon
information set forth in subsection A upon a finding that:
(1) The applicant has sought access to the property for the purpose of
making an inspection; and
(a) after requesting, at a reasonable time, that the owner, tenant or
other individual in charge of the property allow the applicant
access, the applicant has been denied access to the property; or
(b) after making a reasonable effort the applicant has been unable
to locate any of these individuals;
(2) The Town or its designated code official(s) is authorized by law to
make an inspection of the property for which the warrant is sought; and
(3) Probable cause for the issuance of the warrant has been demonstrated
by the applicant by:

(a) specific evidence of a violation of the Town Code or other
applicable law, or a public nuisance that affects the health, safety
and welfare of the Town’s citizens; or
(b) information that the property to be inspected falls within an
administrative inspection program of the Town.
C. An administrative search warrant issued under this section shall specify the place,
structure, or premise to be inspected. The inspection conducted may not exceed the limits specified in
the warrant.
D. An administrative search warrant issued under this section authorizes the applicant and
other designated officials or employees of the Town to enter specified property to perform the
inspection, sampling and other functions authorized by law to determine compliance with the
provisions of the Code or other law.
E. An administrative search warrant issued under this section shall be executed and
returned to the judge by whom it was issued within:
(1) The time specified in the warrant, not to exceed thirty (30) days; or
(2) If no time is specified in the warrant, fifteen (15) days from the date of
its issuance.
(Language to be deleted from the existing Ordinance is indicated in strikethrough format and language
to added is indicated by bold italics underlined text)
Section 2. If any section, clause, paragraph, sentence or phrase of the Ordinance or the application
thereof to any person, property, or circumstance is held invalid or unconstitutional by a court of
competent jurisdiction, the invalidity or unconstitutionality shall in no way affect other provisions or
any other application of this Ordinance which can be given effect without the invalid or
unconstitutional provision or application, and for this purpose the provisions of this Ordinance are
declared severable.
Section 3. This Ordinance shall become effective twenty (20) days after its enactment.
ATTEST: THE TOWN COUNCIL OF CENTREVILLE
____________________________________
R. Gaye Adams Ashley Heffernan Kaiser, Esq., President
Town Clerk
_____________________________________
First Reading: Jeffrey D. Kiel, Vice President
Second Reading:
Enacted:
Effective: _____________________________________
Daniel B. Worth, Member
_____________________________________
Jim A. Beauchamp, Member
______________________________________
Sandra Lee Huffer, Member

TOWN COUNCIL OF CENTREVILLE
RESOLUTION 07-2025
A RESOLUTION OF THE TOWN COUNCIL OF CENTREVILLE TO AUTHORIZE THE
EXECUTION OF A FRANCHISE AGREEMENT WITH TALKIE COMMUNICATIONS,
INC.
WHEREAS, pursuant to § 1-708 and § 5-204(d) of the Local Government Article of the
Annotated Code of Maryland and Article III, Section 301.B.25 of the Charter of the Town of Centreville,
the Town may grant a franchise for a cable television system;
WHEREAS, Chapter 38 of the Code of the Town of Centreville governs Cable Television
Franchises;
WHEREAS, Talkie Communications, Inc. has applied for a non-exclusive franchise for the
operation of an IPTV cable television communications system within the corporate limits of the Town
of Centreville; and
WHEREAS, the Town Council finds that it is in the best interest of the Town and its residents
to grant the franchise, subject to the terms and conditions set forth in the franchise agreement, a copy of
which is attached hereto as Exhibit A.
NOW THEREFORE, the Town Council of Centreville hereby resolves as follows:
Section 1. The recitals set forth above are incorporated herein by reference and made a part of this
Resolution;
Section 2. The IPTV Cable Franchise Agreement by and Between the Town Council of Centreville
and Talkie Communications, Inc, attached to this Resolution as Exhibit “A” is hereby approved for
execution by the Town Council President, on behalf of the Town Council of Centreville;
Section 3. The Town Council President may make any non-substantive changes to the attached
franchise agreement necessary to effectuate the purpose of this Resolution;
Section 4. The Town Manager is hereby authorized to take whatever additional actions are reasonably
necessary to effectuate the terms of this Resolution;
Section 5. This Resolution shall be effective immediately.
READ AND PASSED THIS day of _____________, 2025.
BY ORDER: We hereby certify that Resolution Number _______-2025 is true and correct and duly
adopted by the Town Council of Centreville, Maryland.

ATTEST: THE TOWN COUNCIL OF CENTREVILLE
____________________________________
R. Gaye Adams Ashley Heffernan Kaiser, Esq., President
Town Clerk
_____________________________________
Jeffrey D. Kiel, Vice President
_____________________________________
Daniel B. Worth, Member
_____________________________________
Jim A. Beauchamp, Member
______________________________________
Sandra Lee Huffer, Member

IPTV CABLE FRANCHISE AGREEMENT
BY AND BETWEEN
THE TOWN COUNCIL OF
CENTREVILLE
AND
TALKIE COMMUNICATIONS, INC.

TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS ..................................................................................................1
SECTION 2 GRANT OF FRANCHISE ..............................................................................5
2.1 GRANT AND TERM ............................................................................5
2.2 EASEMENTS AND RIGHTS-OF-WAYS ..........................................5
2.3 REPRESENTATIONS AND WARRANTIES……………………….5
2.4 COMPETITIVE EQUITY ....................................................................6
2.5 FRANCHISE FEES ...............................................................................6
2.6 FRANCHISE FEE AUDIT ...................................................................7
2.7 BUNDLED SERVICES .........................................................................7
2.8 SERVICES TO COMMUNITY FACILITIES ...................................7
SECTION 3 CONSTRUCTION AND MAINTENANCE OF IPTV CABLE SYSTEM .8
3.1 MAINTENANCE ...................................................................................8
3.2 SYSTEM TESTS ....................................................................................8
3.3 EMERGENCY ALERT SYSTEM .......................................................9
3.4 RATE DISCRIMINATION ..................................................................9
3.5 SERVICES FOR SUBSCRIBERS WITH DISABILITIES ...............9
3.6 SERVICE TO MULTIPLE DWELLING UNITS (“MDUS”) ..........9
3.7 SERVICE INTERRUPTIONS .............................................................10
SECTION 4 SUBSCRIBER SERVICE STANDARDS ......................................................10
4.1 OFFICE HOURS AND TELEPHONE AVAILABILITY .................10
4.2 INSTALLATIONS AND SERVICE CALLS ......................................11
4.3 NOTICES................................................................................................11
4.4 PRIVACY ...............................................................................................12
4.5 BILLING ................................................................................................13
4.6 SUBSCRIBER COMPLAINT PROCEDURES..................................13
4.7 DISCONNECTION ...............................................................................14
SECTION 5 REGULATION BY THE TOWN ...................................................................14
5.1 RIGHT TO INSPECT ...........................................................................14
5.2 RIGHT TO CONDUCT COMPLIANCE REVIEW ..........................15
5.3 REPORTING .........................................................................................15
5.4 RESERVED AUTHORITY……………………………………….….16
5.5 POLICE POWERS………………………………………………...….16
5.6 NO LIMITATION ON TAXING OR FEE AUTHORITY…………16
5.7 PERMITS
SECTION 6 INDEMNIFICATION, INSURANCE AND ENFORCEMENT ..................17

TABLE OF CONTENTS
6.1 INDEMNIFICATION ...........................................................................17
6.2 LIABILITY INSURANCE ....................................................................17
6.3 VIOLATIONS AND OPPORTUNITY TO CURE .............................18
6.4 LIQUIDATED DAMAGES ..................................................................18
6.5 REVOCATION OF FRANCHISE .......................................................19
SECTION 7 MISCELLANEOUS .........................................................................................19
7.1 COMPLIANCE WITH LAW ...............................................................19
7.2 STANDARD INSTALLATION ............................................................20
7.3 OWNERSHIP OF INSTALLED CABLE ...........................................20
7.4 SALE OF PERSONALIZED DATA RESTRICTED .........................20
7.5 TAXES, RATES AND CHARGES ......................................................20
7.6 ASSIGNMENT, TRANSFER OR SALE OF FRANCHISE..............20
7.7 RENEWAL OF FRANCHISE ..............................................................20
7.8 FRANCHISE REQUIREMENTS FOR OTHER FRANCHISE
HOLDERS ..............................................................................................21
7.9 FORCE MAJEURE ...............................................................................21
7.10 PUBLIC HEARING ..............................................................................21
7.11 CONTINUITY OF SERVICE ..............................................................22
7.12 SEVERABILITY ...................................................................................23
7.13 GOVERNING LAW AND VENUE .....................................................23
7.14 ENTIRE AGREEMENT; AMENDMENT ..........................................23
7.15 REMOVAL OF SYSTEM .....................................................................24
7.16 NOTICE ..................................................................................................24
EXHIBIT 1 MUNICIPAL FACILITIES ............................................................................27

Cable Franchise Agreement
THIS IPTV CABLE FRANCHISE AGREEMENT (“Agreement”) is entered into on this _____
day of ______________________2025, by The Town Council of Centreville (“Town”) and Talkie
Communications, Inc., a Maryland corporation with its principal place of business at 99 Talbot Blvd.,
Chestertown, Maryland (“Talkie”).
Recitals
A. Authority to Grant Franchise. The Town, pursuant to Section 621 of the Cable
Communications Policy Act of 1984 as now in effect (“Federal Cable Act”), is authorized to grant one or
more nonexclusive franchises to construct, operate and maintain a Cable System (as defined below) within
the municipal boundaries of the Town (“Service Area”).
B. Investigation of Talkie. The Town has analyzed and considered the technical ability, financial
condition and legal qualifications of Talkie.
C. Determination of Talkie’s Qualifications. The Town, after such consideration, analysis and
deliberation as are required by applicable law, has approved and found sufficient the technical, financial
and legal qualifications of Talkie to provide IPTV cable television service within the municipality.
THEREFORE, in consideration of the mutual promises contained herein and intending to be
legally bound hereby, the Town and Talkie agree as follows:
SECTION 1
DEFINITIONS
The following terms used in this franchise shall have the following meanings:
(a) Affiliated Entity – Any corporation, partnership or other business entity that owns or
controls, is owned or controlled by, or is under common ownership or control with Talkie.
(b) Basic Service – The service tier that includes at least the retransmission of local broadcast
television signals and any Public, Educational and Governmental (“PEG”) access channel. For the
avoidance of doubt, Basic Service shall not include any internet or phone/voice services.
(c) Cable Act – Title VI of the Communications Act of 1934, as amended by the Cable
Communications Policy Act of 1984, the Cable Television Consumer Protection and Competitive Act of
1992 and the Telecommunications Act of 1996, as it may, from time to time, be further amended.
(d) Cable Service – The one-way transmission to Subscribers of video programming or other
programming service and Subscriber interaction, if any, which is required for the selection for use of such
video programming or other programming service. For the purposes of this agreement, Cable Service
includes Internet Protocol (IPTV) video.
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(e) Cable System – A facility, consisting of a set of closed transmission paths and associated
signal generation, reception, and control equipment that is designed to provide Cable Service which
includes video programming and which is provided to multiple Subscribers with the Town but such term
does not include (1) a facility that serves only to retransmit the television signals of one or more television
broadcast stations; (2) a facility that serves Subscribers without using any public right-of-way; (3) a facility
of a common carrier which is subject, in whole or in part, to the provisions of Title II of the
Communications Act, except that such facility shall be considered a Cable System (other than for purposes
of Section 621 of the Cable Act) to the extent that facility is used in the transmission of video programming
directly to Subscribers unless the extent of that use is solely to provide interactive on-demand services; (4)
an open video system that complies with Section 653 of the Cable Act; (5) any facilities of any electric
utility used solely for operating its electric utility systems.
(f) Channel – Means a time or frequency slot or technical equivalent on the IPTV Cable
System, discretely identified and capable of carrying full motion color video and audio, and may include
other non-video subcarriers and digital information.
(g) Complaint – Any written (including electronic) or oral communication by a Subscriber
expressing dissatisfaction with any aspect of Talkie’s business or the operation of its IPTV Cable System.
(h) Communications Act – The Federal Communications Act of 1934, as amended, and as it
may, from time to time, be further amended.
(i) Drop – The coaxial or fiber optic or other cable that connects a home or building to the IPTV
Cable System.
(j) Emergency – A condition that either (1) constitutes a clear and immediate danger to the
health, welfare, or safety of the public; or (2) has caused or is likely to cause the IPTV Cable system in the
Public Rights-of-Way to be unusable and result in loss of the services provided.
(k) FCC – Federal Communications Commission.
(l) Force Majeure – Acts of God; acts of public enemies, including terrorist attacks; orders of
any kind of the government of the United States of America or the State of Maryland or any of their
departments, agencies, political subdivisions, or officials, or any civil or military authority; insurrections;
riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; volcanic activity; extreme storms;
floods; washouts; droughts; explosions; unavailability of materials or equipment due to circumstances
outside the control of Talkie.
(m) Franchise – The right granted by the Town to construct, operate and maintain an IPTV
Cable System within the corporate limits of the Town as embodied in the terms and conditions of this
Agreement.
(n) Franchise Fee – The fee that Talkie remits to the Town for the use of the Town’s Public
Rights-of-Way pursuant to Section 622 of the Cable Act, 47 U.S.C. §542, and Section 2 of this Agreement.
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(o) Gross Revenues – All revenue received directly or indirectly by Talkie arising from,
attributable to, or in any way derived from the operation of Talkie’s IPTV Cable System in the Town to
provide IPTV Cable Services. Gross Revenues shall include, but are not limited to, the following:
(1) Basic Service fees;
(2) fees charged to Subscribers for any IPTV Cable Service tier other than Basic Service;
(3) fees for all digital video IPTV Cable Services;
(4) fees charged for premium IPTV Cable Services;
(5) fees for video-on-demand;
(6) fees charged to Subscribers for any optional, per-channel or per-program IPTV Cable
Services;
(7) revenue from the provision of any other IPTV Cable Services;
(8) charges for installation, additional outlets, relocation, disconnection, reconnection and
change-in-service fees for video or audio programming;
(9) fees for changing any level of IPTV Cable Service programming;
(10) fees for service calls for IPTV Cable Services;
(11) inside wire maintenance fees for IPTV Cable Services;
(12) service plan protection for IPTV Cable Services;
(13) convenience fees for IPTV Cable Services;
(14) early termination fees for IPTV Cable Services;
(15) fees for Leased Access Channels;
(16) rental or sales of any and all equipment used to provide IPTV Cable Services, including
converters and remote-control devices;
(17) any and all locally-derived advertising revenues;
(18) revenues or commissions from locally-derived home shopping channels;
(19) revenues from interactive television services to the extent deemed “Cable Services”
under applicable law;
(20) late payment fees for IPTV Cable Services;
(21) billing and collection fees for IPTV Cable Services;
(22) NSF check charges for IPTV Cable Services;
(23) Franchise Fees;
(24) Broadcast retransmission fees; and
(25) Regional sports programming fees.
Gross Revenues shall not include any revenue from the provision of any telephone or internet service, bad
debts, investment income, Subscriber refunds or credits, refunded deposits, or any taxes on services
furnished by Talkie and imposed directly upon any Subscriber or user by the Town, state, federal or other
governmental unit.
(p) HD – High definition format
(q) IPTV Cable Service-The transmission of Cable Service over Talkie’s IPTV Cable System.
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(r) IPTV Cable System – Talkie’s Cable System consisting of a Fiber-to-the-Home (“FTTH”)
network designed and designated, in part, to provide video programming aggregated by
Talkie over Internet Protocol to the Subscriber’s residence or business.
(s) Leased Access or Commercial Access Channel – Any channel on Talkie’s IPTV Cable
System designated for use by any entity that is unaffiliated with Talkie pursuant to Section 612 of the
Cable Act, 47 U.S.C. §532.
(t) Multiple Dwelling Units or MDU – Any building, buildings or area occupied by dwelling
units, appurtenances thereto, grounds and facilities, which dwelling units are intended or designed to be
owned, occupied or leased for occupation, or actually occupied, as individual homes or residences for two
(2) or more households.
(u) Normal Business Hours – Those hours during which most similar businesses in the
community are open to serve Subscribers. In all cases, “Normal Business Hours” must include some
evening hours at least one night per week and/or some weekend hours.
(v) Normal Operating Conditions – Business conditions within Talkie’s service department
which are within the control of Talkie. Those conditions not within the control of Talkie include, but are
not limited to, natural disasters, civil disturbances, power outages, telephone network outages and severe or
unusual weather conditions.
(w) Outlet – An interior receptacle that connects a television set to the IPTV Cable System.
(x) Public, Educational and Governmental (PEG) Channel – An access channel that consists
of local public, educational and/or governmental programming.
(y) Programming – Any video or audio signal carried over the IPTV Cable System that is
generally considered comparable to programming provided by a television broadcast station.
(z) Public Rights-of-Way – The surface of and all rights-of-way and the space above and
below any public street, road, highway, freeway, lane, path, public way or place, alley, court, boulevard,
parkway, drive or easement now or hereafter held by the Town for the purpose of public travel and shall
include other similar easements or rights-of-way as shall be now held or hereafter held by the Town which
shall, within their proper use and meaning, entitle Talkie to the use thereof for the purposes of installing
poles, wires, cable, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, attachments, and
other property as may be ordinarily necessary and pertinent to the IPTV Cable System.
(aa) SD – Standard definition format.
(bb) Service Interruption – The loss of picture or sound on one or more channels.
(cc) State – The State of Maryland.
(dd) Subscriber – A person or entity who contracts with Talkie for, and lawfully receives, the
Cable Services distributed by the IPTV Cable System.
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SECTION 2
GRANT of FRANCHISE
2.1 GRANT AND TERM
Consistent with the Cable Act, other applicable federal laws, the regulations of the FCC, Maryland
law, and Town Code, the Town hereby grants a non-exclusive right and franchise (“Franchise”) to
construct, use, operate, own and maintain a cable system (as defined in the Federal Cable Act) (“Cable
System”) subject to all applicable local, state and federal laws and regulations. The Town franchise shall
be for the term (“Term”) commencing on the Effective Date (as defined below) and expiring ten (10) years
later, unless the Franchise is terminated prior to the expiration date in accordance with the terms and
conditions of this Agreement. For purposes of this Agreement, the term “Effective Date” is sixty (60)
working days following the approval of this Agreement by the Town and Talkie.
2.2 EASEMENTS AND RIGHTS-OF-WAY
Without reducing its police powers to adopt and enforce ordinances of general applicability
necessary to the health, safety and welfare of the public, the Town grants to Talkie the authority to use the
Town’s streets, sidewalks, easements and rights-of-way for the purposes of this Agreement, and the
Franchise shall be construed to authorize the construction of an IPTV Cable System over such rights-of-
way and through compatible-use easements in accordance with Section 621(a)(2) of the Federal Cable Act,
and to grant access to such easements whether or not such easements specifically contemplate or designate
“Cable TV” and to include this grant in future easements and rights-of-way as they are created. The parties
acknowledge and agree that the purpose of the Franchise is to authorize Talkie to construct, maintain and
operate an IPTV Cable System and offer IPTV Cable service and any other services Talkie may provide
over the facilities of the IPTV Cable System in, along, among, upon, across, above, over or under the
public rights-of-way within the Town’s boundaries as they may now exist, or as they may be extended
through annexation, and for that purpose to erect, install, construct, repair, replace, reconstruct, maintain, or
retain in, on, over, under, upon, across, or along any public right-of-way or bridges such poles, wires,
cables, conductors, ducts, conduits, manholes, amplifiers, attachments and equipment as may be necessary
or pertinent to the IPTV Cable System.
2.3 REPRESENATIONS AND WARRANTIES
(a) Talkie represents, warrants and acknowledges that, as of the Effective Date:
(1) Talkie is duly organized under the laws of the State of Maryland, validly existing
and in good standing under the laws of the State of Maryland;
(2) Talkie has the requisite power and authority under applicable law and has secured all
consents, which are required to be obtained as of the Effective Date, to enter into and legally bind Talkie to
this Agreement and to take all actions necessary to perform all of its obligations pursuant to this
Agreement;
(3) This Agreement is enforceable against Talkie in accordance with the provisions
herein, subject to applicable State and federal laws and regulations; and
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(4) There is no action or proceeding pending or threatened against Talkie which would
interfere with its performance or its ability to perform the requirements of this Agreement.
2.4 COMPETITIVE EQUITY
(a) Talkie acknowledges and agrees that the Town reserves the right to grant one or more
additional franchises to construct, operate, and maintain a Cable System, including an IPTV Cable System
within the Town.
(b) The Franchise granted to Talkie is non-exclusive; however, if the Town grants a subsequent
Franchise, whether to a traditional Cable System or an IPTV Cable System that, when taken as a whole
upon consideration of all of its material obligations, is more favorable or less burdensome to the
subsequent franchisee than this Agreement is to Talkie, then Talkie may request an amendment to this
Agreement to provide Talkie with competitive equity. If the Town agrees with Talkie that, when taken as a
whole upon consideration of all of its material obligations, the subsequent Franchise is more favorable or
less burdensome, then the Town and Talkie shall enter into discussions in order to modify this Agreement
to the mutual satisfaction of both parties to provide Talkie with such competitive equity.
(c) In the event an application for a new Franchise for Cable Service, including IPTV Cable
Service, is submitted to the Town proposing to serve Subscribers within the Town, then the Town shall
notify Talkie in writing within thirty (30) calendar days of the submission of the application.
2.5 FRANCHISE FEES
(a) From and after the Effective Date of this Agreement and throughout the full Term of the
Franchise, Talkie shall pay to the Town a franchise fee equal to five percent (5%) of annual Gross
Revenues from the provision of all Cable Services (” Franchise Fee”). Annual “Gross Revenues” shall be
defined as those revenue streams defined in the definition of Gross Revenue. Talkie shall pay the Franchise
Fee to the Town semi-annually, with such Franchise Fee payable forty-five (45) days following the
preceding semi-annual date. Any change in the calculation of Franchise Fee due to any change in this
Agreement shall be effective ninety (90) days following the date of said change. In the event any Franchise
Fee payment is not made on or before the date by which it is due, then interest calculated at the then-
current prime rate, as published by the Wall Street Journal, shall be added to the amount of Franchise Fee
revenue due to the Town. The interest rate shall be applied as described from the date such Franchise Fee
payment was originally due. No acceptance of any payment shall be construed as an accord that the
amount paid is in fact the correct amount, nor shall acceptance of any payment be construed as a release of
any claim the Town may have for additional sums payable under this Agreement.
(b) Each Franchise Fee payment shall be accompanied by a written report containing an
accurate statement of Talkie’s Gross Revenues received for IPTV Cable Services for each calendar quarter
in connection with the operation of Talkie’s IPTV Cable System in the Town and a brief description
showing the basis for the computation of fees. Specifically, the report shall contain line items for sources of
revenue received and the amount of revenue received from each source. The report shall be verified by a
financial representative of Talkie, Talkie may deposit the Franchise Fee payments electronically into an
account as designated by the Town.
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2.6 FRANCHISE FEE AUDIT
(a) No more than once every three years during the term of the Agreement, upon thirty (30)
days prior written notice, the Town shall have the right to conduct a Franchise Fee review or independent
audit of the Talkie records reasonably related to the sources, amounts and computation of Gross Revenues
in accordance with generally accepted accounting principles for the thirty-six (36) month period preceding
the date of such request to conduct the full Franchise Fee review or audit. Any such review or audit shall
occur within thirty-six (36) months from the date the Town receives such payment, after which period any
such payment shall be considered final. Within sixty (60) days of a written request, Talkie shall provide the
Town with copies of applicable IPTV Cable financial records related to the Franchise Fee review or audit.
(b) In the event of an alleged over- or underpayment, the Town shall provide Talkie with a
written statement indicating the basis for the alleged over or underpayment. If the franchise fee audit or
review reveals that there has been no over- or underpayments, the Town shall provide written notice to
Talkie indicating that no over- or underpayments were found and that the franchise fee review is closed.
Talkie shall have thirty (30) days from the receipt of the statement regarding an alleged over and/or
underpayment to provide the Town with any written objection to the results of the review or audit,
including any substantiating documentation. Based on this exchange of information, the Town shall make a
final determination of the over- or underpayment(s), if any, within thirty (30) days of Talkie’s objection
and shall provide Talkie with written notice of the determination. If Talkie disputes the Town’s final
determination, it may submit the dispute to a mutually agreed upon mediator within thirty (30) days of
receiving the Town’s written notice of determination. In the event Talkie fails to submit the matter to
mediation within the required time period, the Town’s final determination shall be binding on Talkie. If
Talkie submits the matter to mediation and an agreement is not reached, either party may bring an action to
have the dispute determined.
(c) Any Franchise Fee payment due to the Town as a result of the Franchise Fee review shall be
paid to the Town by Talkie within sixty (60) days from the date the Town notifies Talkie of its final
determination. If the Franchise Fee review shows that Franchise Fees have been underpaid, then Talkie
shall pay the underpaid amount. If the audit or franchise fee review shows that franchise fees have been
overpaid, then Talkie shall offset the overpaid amount against future Franchise fee payments until such
time as the overpayment has been entirely recouped.
2.7 BUNDLED SERVICES
If Cable Services subject to the Franchise Fee required under this Section 4 are provided to
Subscribers in conjunction with non-Cable Services and the total cost of the bundle reflects a discount from
the aggregate retail prices of the services contained therein, then the Franchise Fee shall be applied to the
retail price of the Cable Services in the bundle reduced by no more than a proportionate share of the overall
discount.
2.8 SERVICES TO COMMUNITY FACILITIES
(a) Upon written request, Talkie shall, at no charge to the Town, provide one (1) complimentary
standard installation including any standard Drop, set-top unit (STU) and any other required end user
equipment and complimentary services consisting of Basic Service Tier and Expanded Basic Service Tier,
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or the equivalent (Standard) to the Permitted Free Locations listed in Exhibit 1 (“Municipal Facilities –
Permitted Free Locations”) provided such Permitted Location are within one hundred twenty-five (125)
feet of Talkie’s existing Cable System. In addition, Talkie shall not terminate any complimentary courtesy
cable service currently being provided to Permitted Free Locations while this Agreement is in effect. It is
understood that in order to receive such Cable Services, such facilities also need to receive Talkie’s internet
service. It is understood that, in order to receive such IPTV Cable Services as described above, such
facilities also need to receive Talkie’s Internet Service. If Talkie intends to charge for the Cable or Internet
Services required by this section, in accordance with applicable law, Talkie will provide the Town one
hundred twenty (120) days’ written notice of the commencement and the amount of such charges. The
charges shall be consistent with applicable law, which as of the Effective Date is Talkie’s marginal cost for
such services. At the request of the Town, Talkie shall provide the Town with information with reasonable
detail sufficient to substantiate the marginal cost. Such information is expressly understood by the Town to
be proprietary and confidential trade secrets of Talkie and it is further understood that, in substantiating
such cost, Talkie shall not be required to produce copies of agreements that are otherwise proprietary and
confidential. Charges may include those for services and equipment, if any, at each location and for
Internet Service, and shall not be greater than the rate for Talkie’s Basic residential Internet service and
associated equipment. The Town shall then notify Talkie whether it wishes the amount due each month to
be deducted from Franchise Fee payment or for the Town to remit payment directly. The Town may elect
in writing not to receive the service in which case no deduction will be taken from the Franchise Fee and
such services shall be terminated.
(b) For the purposes of this section, the term “school” means an educational institution that
receives funding pursuant to Title 1 of the Elementary and Secondary Education Act of 1965, 20 U.S.C.
§6301 et seq., as amended, and does not include “home schools” or “cyber schools,” or any other
educational situation that does not meet the specific criteria set forth herein.
SECTION 3
CONSTRUCTION AND MAINTENANCE OF IPTV CABLE SYSTEM
3.1 MAINTENANCE
Talkie shall continue to maintain all wires, conduits, cables and other real and personal property
and facilities owned by Talkie and used in the operation of the IPTV Cable System in good condition,
order and repair and in a neat and orderly condition, as per the provisions set forth in the FCC Standards,
and in accordance with customary industry standards and practices.
3.2 SYSTEM TESTS
(a) Talkie shall conduct the required tests as set forth below. Talkie shall retain written reports
of the results of any tests required by the FCC, and such reports shall be submitted to the Town within
thirty (30) days of a written request from the Town; provided, however, that Talkie shall not be required to
submit such reports more than one (1) time in any calendar year. Talkie shall perform all tests required by
the FCC and all other tests reasonably necessary that are applicable to IPTV Cable System to determine
compliance with technical standards adopted by the FCC including, FCC 47 C.F.R. § 76.640(b)(l)(i) and
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any other standards adopted by the FCC at any time during the term of this Agreement or in response to
subscriber complaints.
(b) Upon advance written request, by the Town, tests may be witnessed by representatives of
the Town, and, upon such advanced written request, Talkie shall inform the Town of the time and place of
the next such test. Also, upon advanced written request and within the maintenance schedule of Talkie, the
Town may conduct independent tests of the system at its sole cost, and Talkie shall make commercially
reasonable efforts in cooperating with the Town.
3.3 EMERGENCY ALERT SYSTEM
Talkie shall comply with the Emergency Alert System requirements of the FCC and the FCC-
approved Maryland State Emergency Alert System Plan.
3.4 RATE DISCRIMINATION
Talkie shall not discriminate between or among individuals in the availability of IPTV Cable
System Service based upon income in accordance with 47 U.S.C. § 541 (a)(3) or based upon race or
ethnicity. Nothing in this Section shall be construed to prohibit:
(a) The temporary reduction or waiving of rates and charges in conjunction with promotional
campaigns;
(c) The offering of reasonable discounts to senior citizens;
(d) The establishment of different and nondiscriminatory rates and charges and classes of
services for commercial Subscribers, as well as different, nondiscriminatory monthly rates for classes of
commercial subscribers; or
(e) The establishment of reduced bulk rates for residential Subscribers residing in multiple
dwelling units.
3.5 SERVICES FOR SUBSCRIBERS WITH DISABILITIES
Talkie shall work cooperatively with any third-party services that allow hearing-impaired
Subscribers to contact Talkie by telephone.
3.6 SERVICE TO MULTIPLE DWELLING UNITS (“MDUS”)
Talkie and the Town hereto acknowledge and agree that installation and provision of IPTV Cable
System Service to MDUs are subject to a separate negotiation between the landlord, owner or governing
body of any such MDU and Talkie, which negotiations shall be conducted in accordance with the
procedures set forth in the Cable Act, as amended, applicable FCC regulations, and applicable state law.
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3.7 SERVICE INTERRUPTIONS
(a) Excluding Force Majeure conditions and conditions beyond its control, Talkie shall begin
working on a Service Interruption promptly after the interruption becomes known and shall diligently
pursue to completion. Notice of a Service Interruption of a single Subscriber shall give rise to this
obligation on behalf of Talkie. All other service calls not affecting public health, safety or welfare shall
occur within a maximum of forty-eight (48) hours after notice to Talkie or scheduled at the convenience of
the Subscriber.
(b) In the event that there is a Service Interruption to any Subscriber for twelve (12) or more
consecutive hours, excluding those Service Interruptions which are the result of Force Majeure or not under
the control of Talkie and upon receipt of the written request of the Subscriber, Talkie shall 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 that is currently
due.
(c) Upon written request, Talkie shall provide a report for the previous 12-month period that
indicates the number of Service Interruptions and the approximate length of time of each Service
Interruption for that time period.
SECTION 4
SUBSCRIBER SERVICE STANDARDS
4.1 OFFICE HOURS AND TELEPHONE AVAILABILITY
(a) Talkie shall maintain a payment location that is conveniently located in the region, provided
that such center may be the Talkie physical location at 99 Talbot Boulevard, Chestertown, MD 21620
(“Existing Location”). The Town and Talkie agree that the Existing Location meets the requirement
contained herein and shall be open during Normal Business Hours.
Talkie shall provide and maintain a toll-free telephone access line that will be available to
Subscribers twenty-four (24) hours a day, seven (7) days a week. Trained representatives shall respond to
Subscriber telephone inquiries during Normal Business Hours. After Normal Business Hours, the access
line may be answered by a service or an automated response system. Inquiries received after Normal
Business Hours must be responded to by a trained company representative on the next business day.
(b) Under Normal Operating Conditions and during Normal Business Hours, telephone
answering time by a Subscriber representative, including wait time, shall not exceed thirty (30) seconds
after the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30)
seconds. These standards shall be met no less than ninety percent (90%) of the time, measured on a
quarterly basis. Under Normal Operating Conditions, the Subscriber shall receive a busy signal less than
three percent (3%) of the time.
(c) If an historical record of Complaints indicates a clear failure to comply, Talkie may be
required to perform surveys to measure compliance with the telephone answering requirements above. If
the Town determines, after receiving Complaints itself and/or receiving a record of Complaints made to
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Talkie in accordance with Section 4.6 and/or Section 5.3(a) that there is a clear failure to comply with the
telephone answering requirements above, the Town shall notify Talkie in writing that it must measure its
compliance with these requirements for the next ninety (90) days and report to the Town with its results.
(d) Bill payment locations will be open at least during normal business hours and will be
conveniently located as well as the option to pay bills electronically.
4.2 INSTALLATIONS AND SERVICE CALLS
(a) Talkie shall maintain a staff of employees sufficient to provide adequate and prompt service
to its Subscribers. Talkie shall require that any employee or agent, including any subcontractor, who
personally visits any residential dwelling, shall display a photo identification badge. Any vehicle used for
installation, operation or maintenance activities by any Talkie employee or agent, including any
subcontractor, shall prominently display the Talkie logo.
(b) Standard installations will be performed within seven (7) business days after an order has
been placed. “Standard” installations are those aerial installations that are located up to one hundred
twenty-five (125) feet from the existing main distribution line.
(c) Upon scheduling of appointments with the Subscriber for installations, service calls and
other activities, Talkie shall provide the Subscriber with either a specific time or an “appointment window”
of a maximum of four (4) hours during Normal Business Hours. Talkie may schedule service calls and
installation activities outside of Normal Business Hours at a time that is convenient for the Subscriber.
(d) Talkie may not cancel an appointment with a Subscriber after the close of business on the
business day prior to the scheduled appointment.
(e) If, at any time, an installer or technician is running late for an appointment with a Subscriber
and will not be able to keep the appointment as scheduled, an attempt to contact the Subscriber must be
made prior to the time of the appointment. If the appointment must be rescheduled, it must be done so, at a
time that is convenient for the Subscriber.
4.3 NOTICES
(a) Notifications to Subscribers
(1) Talkie shall provide written information consistent with FCC requirements contained
in 47 C.F.R. §1602(b) and applicable FCC order(s) to each Subscriber at the time of installation of service,
at least annually to all Subscribers, and at any time upon request, regarding each of the following areas:
i. Products and services offered;
ii. Prices and options for programming services and conditions of subscription to
programming and other services;
iii. Installation and service maintenance policies;
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iv. Instructions on how to use the IPTV Cable Service and any converters;
v. Channel positions of programming carried on the system;
vi. Billing and Subscriber complaint procedures;
vii. Talkie’s address, telephone number and office hours; and
viii. A notice of Subscriber privacy rights as required by federal law.
4.4 PRIVACY
(a) Talkie shall at all times comply with the privacy provisions of Section 631 of the Cable Act
and all other applicable federal and state privacy laws and regulations.
(b) Talkie shall at all times maintain adequate physical, technical and administrative security
safeguards to ensure that personally-identifiable Subscriber information is handled and protected strictly in
accordance with this policy and all applicable laws and regulations.
(c) Absent court order or requirement of federal law, neither Talkie nor its designee shall tap,
monitor, arrange for the tapping or monitoring, any cable, line, signal, input device, or Subscriber outlet or
receiver for any purpose, without the prior written authorization of the affected Subscriber; provided,
however, that Talkie may conduct system-wide or individually addressed “sweeps” solely for the purpose
of verifying system integrity, checking for illegal taps, controlling return-path transmission, billing for pay
services or monitoring channel usage in a manner consistent with the federal law. To the extent permitted
under applicable law or the legal requirements of a court order, Talkie shall report to the affected parties
any instances of monitoring or tapping of the IPTV Cable System, or any part thereof, of which it has
knowledge, whether or not such activity has been authorized by Talkie. Talkie shall not record or retain any
information transmitted between a Subscriber and any third party, except as required for lawful business
purposes.
(d) Except as permitted by Section 631 of the Cable Act as amended, or other applicable law,
neither Talkie not its designee, nor its employees, shall make available to any third party, including the
Town, information concerning the viewing habits or subscription package decisions of any individual
Subscriber. If a court authorizes or orders such disclosure in conformance with Section 631 of the Cable
Act, Talkie shall notify the Subscriber prior to disclosure, unless such notification is otherwise prohibited
by applicable law or the court.
(e) Upon a request by a Subscriber, Talkie shall make available for inspection at a reasonable
time and place all personal Subscriber information that Talkie maintains regarding said Subscriber. Talkie
shall ensure that all information related to billing and service requests is accurate and up to date and shall
promptly correct any errors upon discovery.
(f) Talkie shall not make its Subscriber list or lists, or any portion thereof, available to any
other person or entity, except when only in conformance with Section 631 of the Cable Act.
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(g) A notice of Subscriber privacy rights as required by federal law.
(1) Subscribers will be notified of any material changes in rates, programming services
or channel positions consistent with applicable laws and regulations. Consistent with applicable law,
notice must be given to subscribers a minimum of thirty (30) days in advance of such changes if the change
is within the control of Talkie. Notwithstanding any other provision of Part 76, Talkie shall not be required
to provide prior notice of any rate change that is the result of a regulatory fee, Franchise Fee, or any other
fee, tax assessment, or charge of any kind imposed by any Federal agency, State of Maryland, or the Town
on the transaction between the operator and the subscriber.
(h) In the conduct of providing its services or pursuit of any collateral commercial enterprise
resulting from its services, Talkie shall use commercially reasonable efforts to prevent an unlawful
invasion of a customer’s right to privacy as such right is defined by applicable law.
4.5 BILLING
(a) Bills shall be clear, concise and understandable. Bills must be fully itemized, with
itemizations including, all applicable service tiers, equipment charges and any installation or repair
charges. Bills shall state the billing period, including an effective due date, the amount of current billing
and any relevant credits or past due balances.
(b) Talkie shall not assess late fees for non-payment of a current bill until at least thirty (30)
days have elapsed since the mailing or emailing of the bill by Talkie.
(c) In case of a billing dispute, Talkie must respond to a written complaint from a customer
within thirty (30) days.
(d) The Town hereby requests that Talkie omit the Town’s name, address and telephone number
from Subscriber bills as permitted by 47 C.F.R §76.952.
4.6 SUBSCRIBER COMPLAINT PROCEDURES
Talkie shall establish clear written procedures for resolving all Subscriber Complaints, which shall
include at least the following:
(a) Talkie shall provide the Subscriber with a written response to a written Complaint via mail
or email correspondence within thirty (30) days of its receipt at the local business office. Such response
shall include the results of its inquiry into the subject matter of the Complaint, its conclusions based on the
inquiry, and its decision in response to the Complaint.
(b) If the Town is contacted directly about a Subscriber Complaint, it shall notify Talkie
promptly and in writing via mail or email correspondence. Talkie shall provide the Town with contact
information, including electronic mail address, for the Town to contact Talkie regarding such Complaints.
Such contact information shall be updated automatically to the Town. When Talkie receives such
notification, the time period for Talkie to respond as required in Section 4.6 (a) shall commence. If the
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Town notifies Talkie in writing, then Talkie shall respond in writing within the time period specified in
Section 4.6 (a) of this Agreement.
(c) Any Subscriber who, in good faith, disputes all or part of any bill sent by Talkie has the
option of withholding the disputed amount, without a late fee or disconnection, until Talkie has
investigated the dispute in good faith and has made a determination that the amount is owed provided that:
(1) The Subscriber provides a written Complaint to Talkie in a timely fashion and
includes identifying information;
(2) The Subscriber pays all undisputed charges; and
(3) The Subscriber cooperates in determining the appropriateness of the charges in
dispute.
(d) Talkie shall maintain Subscriber Complaint records for inspection by the affected
Subscriber, which shall contain the date each Complaint is received, the name and address of the affected
Subscriber, a description of the Complaint, the date of resolution of the Complaint, and a description of the
resolution.
4.7 DISCONNECTION
Talkie may disconnect or terminate a Subscriber’s service for cause:
(a) If at least forty-five (45) days have elapsed from the due date of the bill that Subscriber has
failed to pay; and
(b) If Talkie has provided at least ten (10) days written notice to the affected Subscriber prior to
disconnection, specifying the effective date after which IPTV Cable Services are subject to disconnection;
and
(c) If there is no pending written dispute with Talkie regarding the bill; or
(d) If at any time and without notice, Talkie determines in good faith that Subscriber has
tampered with or abused Talkie’s equipment or service, has engaged in theft of IPTV Cable Service, or has
otherwise violated Talkie’s terms of use for the IPTV Cable Service.
SECTION 5
REGULATION BY THE TOWN
5.1 RIGHT TO INSPECT
(a) The Town shall have the option, upon thirty (30) business days’ written notice and during
Normal Business Hours, to inspect at the notice location for Talkie specified in Section 7.18 (b)(1), all
documents, records and other pertinent information maintained by Talkie which relate to the terms of this
Agreement.
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(b) In addition, Talkie shall maintain for inspection by the public and the Town all records
required by the FCC and as specified in 47 C.F.R. §76.305 in the manner specified therein.
(c) Upon thirty (30) days written request to Talkie, the Town may inspect the IPTV Cable
System at any time ensuring compliance with this Agreement and applicable law, including ensuring that
the IPTV Cable System is constructed and maintained in a safe condition.
5.2 RIGHT TO CONDUCT COMPLIANCE REVIEW
The Town or its representatives may conduct a full compliance review, not more frequently than
once every three (3) years during the term, with respect to whether Talkie has complied with the material
terms and conditions of this Agreement for the thirty-six (36) month period preceding the date of such
request to conduct the full compliance review, so long as it provides Talkie with thirty (30) days written
notice in advance of the commencement of any such review or public hearing. Such notice shall
specifically reference the section(s) or subsection(s) of the Agreement that is (are) under review, so that
Talkie may organize the necessary records and documents for appropriate review by the Town. Within
ninety (90) days of a written request, Talkie shall provide the Town with copies of records and documents
that are kept in the normal course of business related to the cable compliance review. Such records and
documents may include, but not be limited to, and subject to a non-disclosure agreement, electronic and/or
hard copy of as-built maps of the Town on which shall be shown those areas in which its facilities exist and
the location of all streets.
5.3 REPORTING
In addition to the other reporting requirements contained in this Agreement, Talkie shall provide the
following reports to the Town:
(a) Subscriber Complaint Reports
Within thirty (30) days of a written request from the Town, Talkie shall submit to the Town, a
report showing the number of Complaints that required a work order and/or service call, originating from
the Town and received during the previous 12-month reporting period, the dates they were received,
summary descriptions of the Complaints, the dates the Complaints were resolved and summary
descriptions of the resolutions, subject to Talkie’s right to exclude any personally identifiable Subscriber
information.
(b) Annual Reports
Upon advanced written request for each request, Talkie shall submit to the Town, current financial
statement, including a statement of income, balance sheet and a statement of sources and applications of
funds which shall be verified by Talkie’s Chief Financial Officer in accordance with Generally Accepted
Accounting Principles. All such reports will remain confidential and proprietary to the extent allowed by
law.
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(c) Government Reports
Upon advanced written request from the Town but no more than once annually, Talkie shall provide
to the Town, copies of any and all communications, reports, documents, pleadings and notifications of any
kind which Talkie has submitted to any federal, state or local regulatory agencies if such documents relate
specifically to Talkie’s IPTV Cable System within the Town. Talkie shall provide copies of such
documents no later than thirty (30) days after their request. Talkie shall have the right to claim confidential,
privileged or proprietary rights to such documents if such documents have been determined to be
confidential, privileged or proprietary in accordance with the terms and conditions regarding confidentiality
as set forth in applicable law or this Agreement.
(d) Operational Reports
Upon advanced written request and not more than annually, Talkie shall provide the Town with
copies of reports, documents, logs, or related written materials pertaining to the operation of all systems
serving the Town for the preceding twelve (12) months. Such reports may include, but are not limited to,
outage logs, preventative maintenance logs, results of technical performance tests, and trouble call reports.
5.4 RESERVED AUTHORITY
The Town reserves the regulatory authority arising under the Cable Act and any other applicable
federal, state, or local laws or regulations. Nothing in this Agreement shall remove, restrict or reduce the
Town’s authority, rights and privileges it now holds, or which hereafter may be conferred upon it,
including any right to exercise its police powers in the regulation and control of the use of the Public
Rights-of-Way in a non-discriminatory manner.
5.5 POLICE POWERS
Talkie’s rights under this Agreement are subject to the police powers of the Town to adopt and
enforce general laws and regulations necessary for the safety and welfare of the public. Such laws and
regulations are separate and distinct from the terms and conditions contained in this Agreement.
5.6 NO LIMITATION ON TAXING OR FEE AUTHORITY
Nothing in this Agreement shall be construed to limit the authority of the Town to impose any tax,
fee or assessment of general applicability, to the extent that such assessment is in accordance with
applicable law. Such taxes, fees or assessments shall be in addition to Franchise Fees.
5.7 PERMITS
Talkie shall apply to the Town for all generally applicable required permits and shall not undertake
any activities in the Public Rights-of-Way subject to a permit without receipt of such permit, the issuance
of which shall not be unreasonably withheld by the Town. Talkie shall not be required to obtain permits for
IPTV Cable Service drops for individual Subscribers or for servicing of pedestals or routine maintenance
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that does not disturb surface grade or impact vehicular traffic. Talkie shall pay any and all required permit
fees.
SECTION 6
INDEMNIFICATION, INSURANCE AND ENFORCEMENT
6.1 INDEMNIFICATION
(a) Except with respect to the negligent or intentional act or omission of the Town, its agents,
employees or representatives, Talkie agrees to defend, indemnify and save harmless the Town and all of its
elected and appointed officials, offers, agents and employees acting in their official capacities (collectively,
“Indemnified Party”) against all damages, losses and expenses (including, without limitation, reasonable
attorneys’ fees and costs of suit or defense) arising from any claims, demands and suits for personal injury
(fatal or nonfatal), property damage or claims of any other nature, to the extent such damages, losses or
expenses arise out of or are caused by the acts or failures to act of Talkie or its employees, agents, servants,
officers, directors, shareholders, officials, contractors, subcontractors or representatives in the construction,
operation, maintenance or removal of the IPTV Cable System or any other equipment or facilities of
Talkie. Notwithstanding the foregoing, this Subsection shall not apply to any liability which may accrue to
the Town with regard to the Town’s use of any channel provided for the Town’s use, arising out of the use
of the emergency override capability required pursuant to this Agreement or other local ordinance or
regulation, or arising out of any act of commission or omission, or any negligence of the Town, or its
officers, elected or appointed officials, servants, agents, employees or contractors.
(b) The Indemnified Party shall give Talkie reasonably prompt written notice of any claim,
demand, action or proceeding for which indemnification will be sought under this provision of the
Agreement. If such claim, demand, action or proceeding is a third-party claim, demand, action or
proceeding, Talkie will have the right at its expense to assume the defense of such claim, demand, action or
proceeding. Talkie and the Indemnified Party shall cooperate with each other and provide each other with
access to relevant books and records in their possession. No such third-party claim, demand, action or
proceeding shall be settled without the prior written consent of the Indemnified Party, which consent the
Indemnified Party shall not unreasonably withhold or delay.
(c) Talkie shall file with the Town a bond with an acceptance surety in the amount of Seventy-
Five Hundred Dollars $7,5001 to indemnify the Town against any losses it may suffer in the event Talkie
fails to comply with one or more of the provisions of this Agreement.
6.2 LIABILITY INSURANCE
(a) Talkie shall maintain in full force and effect, at its own cost and expense, during the Term
of this Agreement:
(1) Comprehensive General Liability insurance in the amount of $1,000,000 per
occurrence; and
(2) Comprehensive Automobile Liability insurance to the extent of $500,000 per
occurrence.
1 NTD—Ordinance require $7,500—why $10,000 and what are others paying?
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(b) Talkie shall maintain in force, during the Term of this agreement and any renewal or
extension thereof, Workers’ Compensation Insurance, covering its obligations under the Worker’s
Compensation statute, and shall show to the reasonable satisfaction of the Town that such insurance is in
effect at all times.
(c) In accordance with §38-4 of the Town Code, insurance policies shall be issued by
companies acceptable to the Town, certificates of insurance provided to the Town, the Town named as an
additional insured and provide for notice of cancellation or reduction in coverage to the Town at least thirty
(30) days prior to the event.
6.3 VIOLATIONS AND OPPORTUNITY TO CURE
(a) If the Town has reason to believe that Talkie violated any provision of this Agreement, it
shall notify Talkie in writing of the nature of such violation and the section(s) of this Agreement that it
believes has been violated and the details relating thereto. If the Town does not notify Talkie of any
violation of this Agreement, it shall not operate as a waiver of any rights of the Town hereunder or
pursuant to applicable law.
(b) Talkie shall have thirty (30) days to cure such violation after written notice is received by
taking appropriate steps to comply with the terms of this Agreement. If the nature of the violation is such
that it cannot be fully cured within thirty (30) days, the period of time in which Talkie must cure the
violation shall be extended by the Town in writing for such additional time necessary to complete the cure,
provided that Talkie shall have promptly commenced to cure and is diligently pursuing its efforts to cure in
the reasonable judgment of the Town.
(c) If the violation has not been cured within the time allowed under Section 6.3(b), then Talkie
may request that the Town schedule a public hearing in accordance with Section 7.12 to provide Talkie the
opportunity to demonstrate that Talkie continues to make reasonable steps to cure. If the Town determines
that Talkie has not taken reasonable steps to cure the violation, then the Town may deem that Talkie is
liable for liquidated damages and/or any other right or remedy and the Town’s costs in accordance with
Section 6.4.
6.4 LIQUIDATED DAMAGES
(a) Because Talkie’s failure to comply with provisions of this Agreement will result in injury to
the Town and because it will be difficult to measure the extent of such injury, the Town may assess
liquidated damages against Talkie after affording Talkie due process in accordance to Section 6.3 above in
the amount of Two Hundred Dollars ($200.00) per day for each day the violation continues, provided
Talkie has had an opportunity to cure in accordance to Section 6.3 (b). Such damages shall not be a
substitute for specific performance by Talkie or legal action by the Town, but shall be in addition to such
specific performance or legal action. The Town may commence revocation proceedings and/or initiate an
action in law or equity in a court of competent jurisdiction before, during, or after the assessment of
liquidated damages.
(b) The first day for which liquidated damages may be assessed, if there has been no cure after
the end of the applicable cure period, shall be the day after the end of the applicable cure period, including
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any extension of the cure period granted by the Town. The Town may commence revocation proceedings
and/or initiate an action in law or equity in a court of competent jurisdiction before, during, or after the
assessment of liquidated damages.
6.5 REVOCATION OF FRANCHISE
(a) In addition to the other rights, powers and remedies retained by the Town under this
Agreement, the Town reserves the separate and distinct right to revoke this Franchise if:
(1) It is demonstrated that Talkie practiced any fraud or deceit upon the Town in the
operation of its IPTV Cable System or any other activities pursuant to this Agreement;
(2) Talkie repeatedly fails, after notice and opportunity to cure, to maintain signal
quality pursuant to the standards provided for by the FCC or the technical requirements set forth in Section
3.1;
(3) Talkie repeatedly violates, after notice and opportunity to cure, one or more of the
material terms or conditions of this Agreement;
(b) The foregoing shall not constitute a violation of a material term or condition if the violation
occurs without the fault of Talkie or occurs as a result of circumstances beyond its control or by reason of
Force Majeure as defined in Section 1(l). Talkie shall not be excused from the performance of any of its
obligations under this Franchise by mere economic hardship or by the misfeasance or malfeasance of its
directors, officers or employees.
(c) A revocation shall be declared only by a written decision of the Town Council of
Centreville after an appropriate public hearing that shall afford Talkie due process and full opportunity to
be heard. This shall include the ability to introduce evidence, to question witnesses and to respond to any
notice of grounds to terminate in accordance with the standards of a fair hearing applicable to
administrative hearings in the State of Maryland. All notice requirements shall be met by providing Talkie
at least thirty (30) days prior written notice (via certified mail-return receipt requested) of any public
hearing concerning the proposed revocation of this franchise. Such notice shall state the grounds for
revocation. The Town, after public hearing and upon finding the existence of grounds for revocation, may
either declare this Franchise terminated or excuse such grounds upon a showing by Talkie of mitigating
circumstances or good cause for the existence of such grounds. Nothing in this Section shall be deemed to
deprive Talkie of any rights of process afforded it under state and federal law, and Talkie does not waive
such rights by submitting to the process set forth in this Section. The Town shall issue such declaration and
finding within thirty (30) days in a written decision which shall be sent via certified or overnight mail to
Talkie.
SECTION 7
MISCELLANEOUS
7.1 COMPLIANCE WITH LAW
Talkie shall comply with all applicable federal, state and local laws and regulations.
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7.2 STANDARD INSTALLATION
Where the drop to the customer’s premise is more than 125 feet in length, in addition to the
prevailing standard installation or activation charge, Talkie may charge the customer the actual difference
between Talkie’s cost of installing a 125-foot- drop and the cost of installing the longer drop required by
the customer.
7.3 OWNERSHIP OF INSTALLED CABLE
Talkie shall own all cable installed by Talkie within the Service Area.
7.4 SALE OF PERSONALIZED DATA RESTRICTED
Talkie shall not sell or otherwise make available to unaffiliated third parties (including the Town)
lists of names and full addresses of IPTV Cable customers, or any list which identifies, by name, customer
viewing habits, or personalized data pertaining to a customer’s use of any of Talkie’s IPTV Cable Services
without the express written consent of the customer to which the personalized data pertains unless
permitted by applicable law. For purposes of this Section, “personalized data” shall mean the name and/or
full address of an individual customer that expressly includes and is directly associated with the specific
data obtained on his or her use of IPTV Cable Service provided by or through Talkie. Nothing in this
Agreement shall be construed to prevent, as a normal incident of commercial enterprise, the sale or
availability of “non-personalized” or “aggregate data” which is not personalized data as defined in this
Agreement.
7.5 TAXES, RATES AND CHARGES
Talkie shall pay any taxes required by applicable law to be paid by Talkie, and Talkie shall have the
right to pass through to customers any applicable taxes and fees, including Franchise Fees. With respect to
rates and charges, the parties agree that they will abide by federal law and Federal Communications
Commission (“FCC”) Regulations.
7.6 ASSIGNMENT, TRANSFER OR SALE OF FRANCHISE
(a) There shall be no assignment of Talkie’s Franchise, in whole or in part, by Talkie without
prior written consent from the Town, provided that such consent shall not be unreasonably withheld.
(b) This Section shall not apply to any sale, assignment or transfer to one or more purchasers,
assignees or transferees controlled by, controlling, or under common control with, Talkie, and Talkie shall
be permitted to affect any such sale, assignment or transfer without prior notification to the Town.
7.7 RENEWAL OF FRANCHISE
The Town and Talkie agree that any proceedings undertaken by the Town that relate to the renewal
of Talkie’s Franchise shall be governed by and comply with applicable federal law, including the renewal
provisions in Section 626 of the Federal Cable act as then in effect if applicable to Talkie’s IPTV Cable
Page 20 of 30

System. The Town acknowledges that Talkie will make a substantial investment in providing facilities and
services pursuant to this Agreement and that renewal of the Franchise, provided it meets the criteria
specified in applicable law, is a significant factor in Talkie’s willingness to assume its obligations
hereunder.
7.8 FRANCHISE REQUIREMENTS FOR OTHER FRANCHISE HOLDERS
In the event that the Town grants one (1) or more franchise(s) or similar authorization(s), for the
construction, operation and maintenance of any communication facility which shall offer services
substantially equivalent to services offered by the Talkie, it shall not make the grant on more favorable or
less burdensome terms. If Talkie finds that the Agreement(s) granting said other franchise(s) contain
provisions imposing increased rights and/or lesser obligations on the company(s) thereof than are imposed
by the provisions of this Franchise then the Town and Talkie shall enter into discussion and modify the
Agreement to the mutual satisfaction of both parties amended to reflect such increased rights and/or lesser
obligations.
7.9 FORCE MAJEURE
Any delay, preemption, or other failure to perform, including but not limited to system construction,
caused by factors beyond the parties’ reasonable control, such as an act of God, war, riot, or government,
administrative or judicial order, unavailability of materials or equipment or regulation (“each an event of
“Force Majeure”), shall not result in a default of this Agreement. Each party shall exercise its reasonable
efforts to cure any such delays and the cause thereof, and performance under the terms of this Agreement
shall be excused for the period of time necessary to recover from such Force Majeure event. Force
Majeure also covers work delays caused by underlying rights holders or by waiting for utility providers to
service or monitor their own utility poles on which Talkie’s cable and/or equipment is attached.
7.10 PUBLIC HEARING
(a) Scheduling and Procedures
No sooner than thirty (30) days after such written notice is sent by certified mail to Talkie, the
Town may set a date for a public hearing on the matter. The hearing shall afford full due process to Talkie
and shall be held on the record. Both Talkie and the Town shall be permitted to compel the attendance of
witnesses and the production or documents, to present evidence and to cross-examine witnesses. The
public hearing may be cancelled at any time; if the Town is satisfied that Talkie has corrected and/or cured
the violation.
(b) Notice
The Town shall provide advanced written notice, by certified mail, to Talkie of the time and place
of said hearing in a manner consistent with state law.
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(c) Evidence Regarding Status of Alleged Violation
At the time of the hearing, Talkie may present information on the current status of the alleged
breach of the Franchise. If the situation has been resolved, or steps are being taken to resolve the situation,
then Talkie should present such information at the hearing.
(d) Alternatives if Violation is Found
The Town may (once it has held the public hearing) direct Talkie to take corrective action within a
specified period of time, or may declare Talkie in default of this Agreement, and afterwards, revoke,
terminate or cancel the Franchise or assess liquidated damages.
(e) Notice to Talkie
If the Town directs corrective action to take place within a specified time or declares Talkie in
default of this Agreement, then that declaration shall be reduced to writing, and the notice of corrective
action or default shall be mailed, by certified mail, or in the alternative may be hand-delivered, to Talkie
within 15 days of the Town’s action.
7.11 CONTINUITY OF SERVICE
As to continuity of service, subject to Talkie’s federal and state constitutional and statutory rights
which the parties are deemed not to have waived under this Agreement, the parties agree as follows:
(a) Service after Revocation, Termination, Nonrenewal, Abandonment or Withdrawal
Subject to applicable federal and state law, Talkie shall provide service for an interim period of up
to six (6) months beyond:
(1) Any then-existing Term of this Agreement or any renewal of the Term;
(2) 45 days’ notice from Talkie to the Town of Talkie’s proposed abandonment,
withdrawal or cessation of service; and
(3) The effective date of any revocation, termination or nonrenewal/expiration (absent
renewal) of this Agreement.
(b) Town Assistance
During such interim period, the Town will assist and otherwise use its best efforts to assist Talkie in
providing a satisfactory basis for Talkie to continue providing service under this Agreement.
(c) Revenues
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During any such interim period in which Talkie continues to provide service, Talkie is entitled to all
revenues collected, less any Franchise Fees or other monies owed to the Town; provided, however, that
Talkie is not required during any such interim period to provide service if the revenues collected are less
than the operating costs incurred.
7.12 SEVERABILITY
If any provision of this Agreement or any related agreement is held by any court or by ay federal,
state or county agency of competent jurisdiction to be invalid as conflicting with any federal, state or
county law, rule or regulation now or later on in effect, or is held by such court or agency to be modified in
any way in order to conform to the requirements of any such law, rule or regulation, that provision shall be
considered as a separate, distinct and independent part of this Agreement or such other agreement, and such
holding shall not affect the validity and enforceability of all other provisions of this Agreement or such
other agreement. In the event that such law, rule or regulation is subsequently repealed, rescinded,
amended or otherwise changed so that the affected provision of this Agreement (or such other agreement)
which had been held invalid or modified is no longer in conflict with the law, rules and regulations then in
effect, that provision shall immediately return to full force and effect and shall afterwards be binding on the
parties to this Agreement, provided that the Town shall give Talkie 60 days’ written notice of such change
before requiring compliance with that provision.
7.13 GOVERNING LAW AND VENUE
This Agreement and the performance thereof shall be governed, interpreted, construed and
regulated by the Laws of the State of Maryland. Jurisdiction and venue shall be in courts located in Queen
Anne’s County, Maryland or in the United States District Court for the District of Maryland.
7.14 ENTIRE AGREEMENT; AMENDMENT
(a) The Town Code has provisions regarding Cable Television Franchises located in Chapter 38
of the Town Code, a copy of which is attached hereto as Exhibit 2 and hereby incorporated herein. Where
any provision in this Agreement conflicts with the Town Code as written on the Effective Date of the
Agreement and attached in Exhibit 2, then the Town Code as written on the Effective Date of the
Agreement and attached in Exhibit 2 shall govern except to the extent the issue is preempted by Federal or
State Law and provided the provisions are applied equally to all other holders of a franchise for a Cable
System, including an IPTV Cable System. In addition, the provisions in the Town Code in Chapter 134,
Article III regarding Permits for Placements of Facilities and Utilities may be applicable.
This Agreement, the documents that are referred to in this Agreement and the documents that are
to be delivered pursuant to this Agreement constitute the entire agreement among the parties pertaining to
the subject matter of this Agreement, and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions of the parties, whether oral or written, and there are not
representations or other agreements among the parties in connection with the subject matter of this
Agreement, except as specifically set forth in this Agreement. No amendment, supplement, modification,
waiver or termination of this Agreement shall be binding unless executed in writing by the party to be
bound by such amendment, supplement, modification, waiver or termination. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this
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Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided in writing by the waiving party.
(b) Rights under this Agreement are subject to the police powers of the Town to adopt and
enforce general laws and regulations necessary for the safety and welfare of the public. Such laws and
regulations are separate and distinct form the terms and conditions contained in this Agreement.
7.15 REMOVAL OF SYSTEM
(a) Upon lawful termination or revocation of this Agreement, Talkie, at the Town’s written
request, shall remove its supporting structures, poles, transmissions and distribution systems and other
appurtenances from the streets, ways, lanes, alleys, parkways, bridges, highways, and other public and
private places in, over, under, or 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 lawful termination or revocation,
the Town or property owner may deem any property not removed as having been abandoned and the Town
may remove it at Talkie’s expense.
(b) During the term of the Agreement, if Talkie decides to abandon or no longer use all or part
of its IPTV Cable System, it shall give the Town written notice of its intent at least ninety (90) days prior to
the announcement of such decision, which notice shall describe the property and its location. The Town
shall have the right to either require Talkie to remove the property, remove the property itself and charge
Talkie with the costs related thereto, or transfer ownership of the property to the Town’s designee provided
fair market value is paid to Talkie.
(c) Notwithstanding the above, Talkie shall not be required to remove its IPTV Cable System,
or to relocate the IPTV Cable System, or to sell the IPTV Cable System, or any portion thereof as a result
of revocation, denial of renewal, or any other lawful action to forbid or disallow Talkie from providing
IPTV Cable Services, if the IPTV Cable System is actively being used to facilitate any other services not
governed by the Cable Act.
7.16 NOTICE
(a) To the Town
All notices require or permitted to be given to the Town under any provisions of this Agreement
shall be in writing and shall be deemed served:
(1) When delivered electronically to townhall@townofcentreville.org, by hand or by
U.S. Mail, Federal Express, UPS or similar service to the Town’s offices during normal business hours; or
(2) When mailed to any other person designated in writing in this Agreement to receive
such notice, via certified mail, return receipt requested.
(b) To Talkie
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All notices required to be given to Talkie under any provision of this Agreement shall be in
writing and shall be deemed served when delivered by one of the methods described above.
(c) Notice shall be given to the following addresses:
If to the Town: The Town Council of Centreville
101 Lawyers Row
Centreville, Maryland 21617
Attn: Town Manager
With Copy to: Sharon M. VanEmburgh, Esquire
Ewing, Dietz, Fountain & Kaludis
16 S. Washington Street
Easton, Maryland 21601
If to Talkie: Talkie Communications, Inc.
99 Talbot Blvd
Chestertown, Maryland 21620
Attn: Andre DeMattia
With Copy to: Cinnamon Mueller
1714 Deer Tracks Trail – Suite 230
St. Louis, Missouri 63131
Attn: Bruce Beard
Either party may change its address for notice purposes at any time by giving notice of such address change
on accordance with the foregoing.
(d) Successors. Subject to Section 7b of this Agreement, this Agreement shall inure to the
benefit of, and be binding upon, the parties and their respective successors and assigns.
(e) Interpretation. Unless the context requires otherwise, all words used in this Agreement in
the singular number shall extend to and include the plural, all words in the plural number shall extend to
and include the singular, and all words in any gender shall extend to and include all genders.
IN WITNESS OF THIS AGREEMENT, the parties have signed below by their duly authorized
representatives.
SIGNATURE PAGE TO FOLLOW
Page 25 of 30

WITNESSED: The Town Council of Centreville
___________________________ By___________________________
Printed _______________________
Its___________________________
Date: _________________________
WITNESSED: Talkie Communications, Inc.
___________________________ By __________________________
Printed ___Andre DeMattia_______
Its_______CO-CEO_____________
Date: ________________________
Page 26 of 30

EXHIBIT 1
Municipal Facilities
Permitted Free Locations
IPTV Cable Services
Location Address
Centreville Police Department 412 North Commerce Street, Centreville, MD 21617
Department of Public Works – Streets 420 North Commerce Street, Centreville, MD 21617
Town Hall 101 Lawyers Row, Centreville, MD 21617
Wastewater Treatment Facility (provided 116 Johnson Lane, Centreville, MD 21617
serviceable)
Wharf Building (provided serviceable) 101 Water Way, Centreville, MD 21617
Water Treatment Plant 500 Wexford Drive, Centreville, MD 21617
Water Treatment Plant 151 Comet Drive, Centreville, MD 21617
Page 27 of 30

TO: Centreville Town Council
FROM: Robert Hobbs, Chief of Police
SUBJECT: May 2025 Department Overview
APRIL MAY
Enforcement
2025 2025
CRIMINAL ENFORCEMENT ACTIVITY Criminal Arrests 7 9
(Adult)
During May, 2025 Officers made a TOTAL of 9 ARRESTS:
Criminal Arrests 0
0
(Juvenile)
• 1 On View Arrests 43
Traffic Citations 59
• 8 Criminal Summons/Warrant Service
MV Warnings 174 206
Safety Repairs 30 14
TRAFFIC ENFORCEMENT ACTIVITY
During the month of May 2025, Officers issued the following: Parking Citations 0 1
- 206 Motor Vehicle Warnings Incidents 683 859
- 59 Non-Arrestable Citations
- 14 Safety Equipment Repair Orders
The Redspeed Automated Speed Enforcement Cameras are currently located on Railroad Avenue at Queen
Anne’s County High School, Watson Rd, and Chesterfield and have issued a combined 57 speed limit violation
citations.
COMPLAINTS/INCIDENTS
During the month of May 2025 Officers responded to 859 calls for service. A sample of these incidents are
highlighted below.
• 5 Assault/Domestics
• 6 MDOP
• 10 K9 Scans
• 15 Assist Other Agency
• 2 911 Hangups
• 11 Check The Welfare
• 7 Theft
• 5 Fraud
• 10 Traffic Accidents
• 357 Business/Residential Patrol Checks
SPECIAL ASSIGNMENTS
- Defensive Tactic Instructor Training – Eastern Shore Criminal Justice Academy
- Firearm Instruction - Range
- NIBRS Training – Cambridge Police Department
- Instructor Training – Wor-Wic Community College
- Social Media For Public Safety - Pennsylvania
- Thank You Heroes Event – Centreville Elementary School
- Field Day – Cash Dash – Centreville Elementary School
- Touch A Truck Event – Queen Anne’s County High School