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YU -ԍ Id. at 6667.= Continental also maintains that its inkind refund options are not mere promotional items. According to Continental, unlike promotional offerings, it will not be necessary for subscribers to make an  Y1-additional purchase to redeem any of the inkind service choices which will be offered.=?1 Y-ԍ Id. at 5758.= Furthermore, Continental objects to the City of Los Angeles' proposal to increase the proposed Social Contract's aggregate refund amount to the extent the inkind refund options overlap with the offerings in Continental's promotional budget. Continental contends that  Y -payment of inkind refunds will not reduce its promotional budget by an equivalent amount.A@  Y-ԍ Id. at 58, n.129.A Finally, Continental maintains that under no circumstances will a customer be billed for a service after the refund period because the customer failed to affirmatively discontinue the  Y-service.=AG  Y-ԍ Id. at 6768.=  ziii. Discussionx  Y4-&39. Some of the commenters question whether inkind refunds are contrary to the 1992 Cable Act and the Commission's rules. The 1992 Cable Act directs the Commission to "refund such portions of the rates or charges that were paid by subscribers after the filing of  Y-such complaint and that are determined to be unreasonable."FB  Y!-ԍ 47 U.S.C.  543(c)(1)(C).F The Act does not prescribe the forms in which the Commission may allow refunds to occur. The Commission's rules allow cable operators to refund overcharges either through direct payment or a one time  Y-credit to the subscribers' bills, including interest.RC  Y&-ԍ 47 C.F.R.  76.961(c), 76.961(d).R Furthermore, if the Commission determines that rates are unreasonable, it "may order appropriate relief, including, but not"\C0*(("  Y-limited to, prospective rate reductions and refunds."@D Yy-ԍ 47 C.F.R.  76.957.@ The inkind refunds provided for under the Social Contract are in settlement of pending basic service tier and cable programming services tier cost of service proceedings or if Continental fails to meet its upgrade investment targets rather than compensation for rates that have been determined to be unreasonable. As a result, we believe that in the compromise process necessary for settlement, inkind refunds provide consumers with a meaningful value and are not contrary to the 1992 Cable Act or the Commission's rules. To the extent necessary, however, we find that waiver of Sections 76.957, 76.961(c), and 76.961(d) of the Commission's rules to permit inkind refunds is in the public interest given the overall benefits of the Social Contract. We wish to clarify, however, that inkind refunds are only permitted with the Commission's consent.  Y -'40. We believe that the concern that some commenters have expressed regarding the value of the inkind refunds is misplaced. We will review Continental's proposed inkind benefits to ensure that meaningful inkind alternatives to all classes of subscribers will be offered in each Continental system. To safeguard the interests of basic only subscribers for whom premium services may not be a meaningful choice because they may not have a cable converter box, Continental will offer options other than free premium or payperview  Yb-services.QEby Y-ԍ Continental Reply Comments at 66.Q Furthermore, we disagree with those commenters who maintain that inkind refunds do not compensate subscribers because a dollar of cash does not equal a dollar of inkind refund. As Continental states, inkind options will include items with established retail values in excess of the required refund. For example, customers in fully addressable systems who are entitled to receive an inkind refund of $2.00 may be given the choice of a payper Y-view movie that is typically priced at $3.95.:F* Y-ԍ Id. at 66.: In addition, some refund options will have a wholesale cost to Continental that is more than the face value of the inkind refund. For example, many subscribers will be offered as an option a free additional outlet installation, which has a cost to Continental of between $15 and $30, even though the highest inkind  Y-refund under the Social Contract is $10.KG Y! -ԍ Continental Reply Comments at 67.K  Ye-(41. Despite the concern expressed by some commenters that the inkind refunds are merely promotional or that subscribers will have to lay out additional money to obtain the refund, under the terms of the Social Contract subscribers will not be required to make an additional purchase in order to redeem their inkind refund. In addition, Continental states that a customer will not be billed for a service after the refund period because the customer failed to affirmatively discontinue the service. To the extent that it may occur, a subscriber would be able to seek redress with the Commission. We also reject the recommendation that"G0*(( !" we provide refunds to local governments rather than provide refunds to Continental's subscribers. Our rules specifically state that, pursuant to an appropriate order by a local franchising authority or the Commission, the subscribers will receive the refund from the  Y-cable operator.CH Y4-ԍ 47 C.F.R.  76.942(a).C In addition, the options available to a cable operator as to the implementation of a refund do not include giving the refund to the local franchising  Y-authority.CIy Y-ԍ 47 C.F.R.  76.942(d).C No facts have been presented in this proceeding to persuade us otherwise. We also conclude that Continental's use of bill inserts to inform subscribers as to their inkind refund options and the period in which they may exercise those options is reasonable and consistent with the method used by Continental and other cable operators for the dissemination of important information regarding the provision of cable service. To ensure that subscribers will receive refunds expeditiously, we have negotiated a modification to the proposed Social Contract to require Continental to initiate inkind refunds no later than the start of the first full month beginning 90 days after the Commission approves inkind refund  Y -options.[J * Y-ԍ See Social Contract, Section III.A.1 and 2.[   Y -)42. Finally, under the terms of the Social Contract, Continental is required to provide inkind refunds to subscribers in settlement of pending cost of service proceedings. Under Sections 76.942(f) and 76.961(e) of the Commission's rules, local franchising authorities are required to return to cable operators an amount equal to that portion of the franchise fee that was paid on the total amount of refunds, when refunds are ordered by local franchising authorities or the Commission because the cable rates were determined to be unreasonable. We wish to clarify that local franchising authorities for Continental's systems are not required to return any portion of franchise fees collected from Continental because of the refunds provided for under the Social Contract. The Commission has not made a determination that Continental has imposed unreasonable rates on subscribers in the Social Contract.  X- D. Lifeline Basic Tier Rates i. Terms of the Social Contractx  Y7-*43. The Social Contract extends rate regulation to those Continental franchise areas that are currently unregulated pursuant to Commission rules because either the local franchising authority has not certified or no rate complaint has been filed on the cable programming services tier. This represents approximately 1.8 million subscribers to the basic service tier and 1.3 million subscribers to the cable programming services tier. " J0*((!"Ԍ Y-+44. By January 1, 1996, Continental will create a lifeline basic service tier priced to  Y-enhance the affordability of basic service.K Yb-ԍ In order to allow subscribers the full benefit of a lowcost lifeline basic rate, local franchising authorities will not be permitted to toll the effective date of the restructured basic service tier rates. Continental will reduce its basic service tier rates for all regulated franchises, including franchise areas where benchmark and cost of service justifications have been filed, to 15% below the rate that is produced by the Commission's benchmark formula. For franchise areas that are currently unregulated, Continental will reduce its basic service tier rates to 15% below current levels. Continental will be permitted to offset the revenue lost from the 15% reductions by increasing the rate  Y_-for its cable programming services tier$L_K Y[ -ԍ The terms of the Social Contract regarding cable programming services tier rates do not constitute an adverse adjudication, thereby triggering prior approval from the Commission for future cable programming services tier rates for the next 12 months.$ by the amount of the revenue decline produced by the 15% reduction. After this lifeline basic pricing is implemented, Continental will not add any additional programming to its lifeline basic tier for the terms of the Social Contract, except as specifically required by local franchising authorities or as required by law. ii. Commentsx  Y -,45. The majority of commenters support the rate stability plan. In particular, these commenters support the creation of the lifeline basic service tier because it will benefit  Y-elderly subscribers and subscribers on low or fixed incomes.M Y-ԍ See, e.g., the Massachusetts Cable Television Commission Comments at 2; St. John's County Board of County Commissioners Comments; City of Stockton Comments; and Village of Bensenville Comments. Commenters who oppose the lifeline basic service tier do so on four principal grounds. These commenters claim that (a) by mandating a lifeline basic rate, the Commission has exceeded the scope of its authority to enter into a settlement; (b) the advantages of the lifeline basic tier will only apply to subscribers receiving only basic service; (c) the decrease in basic service tier rates will be de minimis because of the increase in cable programming services tier rates; (d) and lifeline basic tier subscribers will receive an unfair subsidy at the expense of cable programming  Y-services tier subscribers.NS  Y!-ԍ See, e.g., City of Los Angeles Comments at 9; Attorney General of Connecticut & Connecticut Department of Public Utility Comments at 3; Village of Hoffman Estates Comments; and Darron W. Jacobson Comments. "N0*(("Ԍ Y--46. In reply, Continental argues that the Commission has the authority to enter into a  Y-settlement pursuant to the 1992 Cable Act and the Commission's rules.NO Yb-ԍ Continental Reply Comments at 3035.N Continental further argues that the Rate Stability Plan exceeds the scope of present rate regulations by subjecting all Continental's franchises, including currently unregulated franchises, to the proposed  Y-Social Contract's terms.=Py Y-ԍ Id. at 8081.= In addition, Continental argues that its commitment to forego cost of service justification to support future rate increases due to costs incurred pursuant to the terms of the Contract in any franchise covered by the proposed Social Contract will ensure  Y_-that rates are stabilized.9Q_, Y< -ԍ Id. at 9.9 Continental contends that lifeline basic tier subscribers will receive a substantial rate reduction and that all subscribers will benefit from the 15% reduction on the basic service tier rates because all subscribers must receive the basic service tier under  Y -the Commission's rules.@R  Y-ԍ  Id. at 37, n.74.@ Although Continental acknowledges that under the proposed Social Contract, customers receiving both the basic service tier and a cable programming services tier will receive a rate increase, Continental asserts that the amount of this rate  Y -increase, five cents, is de minimis.=S  Y-ԍ Id. at 3738.= Continental maintains that the rates provided for in the Social Contract are within a zone of reasonableness permitted by the 1992 Cable Act and the  Y -Commission's rules.:T E  Y-ԍ Id. at 38.:  ziii. Discussionx  YK-.47. In Implementation of Sections of the Cable Television Consumer and Protection Competition Act of 1992: Rate Regulation, MM Docket No. 92266, Report and Order and  Y- uK# PE37oP#Draft #c PE37 P#7/19/95# PE37oP# Further Notice of Proposed Rulemaking ("Rate Order"), the Commission declined to establish a regulatory structure in which lower rates for the basic service tier were offset by  Y-higher rates for the cable programming services tier.OU  Y!-ԍ 8 FCC Rcd at 5631, 5746 (1993).O The Commission stated that "our regulations will be tier neutral in terms of benchmark rate levels for the basic and cable  Y-programming services tiers."3V  Y%-ԍ Id.3 Under the terms of the Social Contract, the lifeline basic tier is intended as a revenue neutral mechanism that provides a means for customers to have access to a basic level of cable service at a low price. Indeed, we believe that any increase"\V0*((" in rates for subscribers that receive both the basic service tier and the cable programming  Y-services tier will be de minimis.W Yb-ԍ The Social Contract requires that the lower rates for the basic service tier shall be offset by higher rates for the cable programming services tier in a revenue neutral mechanism for Continental. Because Continental has more customers receiving the basic service tier than the cable programming services tier, the aggregate amount from the 15% decrease for all basic customers must be spread over a slightly smaller subscriber base. Accordingly, under the specific circumstances before us, we believe that the clear benefits and absence of significant harms resulting from the provision of a lifeline basic tier justify our approval of such a tier here.   Y-/48. The 1992 Cable Act provides the Commission with wide discretion to resolve cable rate complaints including resolving cases in the context of a comprehensive Social Contract like we are considering here, pursuant to our Upgrade Incentive Plan. We believe that there are strong social benefits to the creation of the lifeline basic tier. As Continental indicates, it will not have the benefit of the "lack of technical capacity" defense to the buythrough prohibition that is afforded other operators with respect to the offering of NPTs and, under the terms of the Social Contract, it must significantly increase the level of addressable technology within its system. Thus, Continental's subscribers will be able to combine the lifeline BST with a CPST, MPT, NPT or a premium or payperview service. This increased flexibility will afford subscribers an even greater opportunity to reduce rates by  Y -modifying their viewing packages to meet individual needs. In addition, the Social Contract furthers the 1992 Cable Act policy to "ensure that cable operators continue to expand, where  Yy-economically justified, their capacity and the programs offered over their cable systems."JXy YG-ԍ 1992 Cable Act, Section 2(b)(3).J Specifically, the creation of a lifeline basic tier increases the options of consumers and increases competition for services on the upper tiers. First, the lifeline BST will provide an additional competitive constraint on Continental's pricing of CPSTs, MPTs, and NPTs.  Y-Second, the stricter buythroughEY Y-ԍ  See supra at para. 9.E and addressability provisions enable a consumer who wants to subscribe to an alternative video service, such as Direct Broadcast Satellite, which does not offer local overtheair channels, to more easily complement the alternative offering with the low cost lifeline BST.  Y-  X- E. Uniform System Wide Basic Service Tier Rates i. Comments   YN-049. One commenter, the New York Commission, states that the Social Contract provides for a different method of determining initial rates depending upon whether a local franchising authority initiated regulation on or before April 3, 1995. The New York Commission asserts that, specifically, in a franchise area where regulation was so initiated,"  Y0*((" the monthly rate for the basic service tier shall be determined in accordance with the permitted Form 1200 rate less 15% with appropriate forward adjustments, whereas in an unregulated franchise area the BST rate shall be determined by reference to the Current Rate, as defined in the Social Contract, less 15%. Thus, in any system where some, but not all, local franchising authorities have elected rate regulation and the current rate is uniform but different from the permitted Form 1200 rate, the effect of the Social Contract will be to create unequal monthly rates for the BST. The New York Commission submits that this result is unnecessary and confusing. It states that a local franchising authority that did not elect regulation prior to the negotiation of the Social Contract should not be deprived of the opportunity to have a BST rate as of the implementation date established on the basis of Form 1200 in order that the rate be the same or at least more comparable to the BST rate in other franchise area in the same system. The New York Commission therefore suggests that the Contract be modified to permit either Continental, at its election, or an uncertified local franchising authority, at its election, to have the initial basic service tier rate in a franchise area in which the local franchising authority had not certified to be set by reference to permitted Form 1200 rates (as opposed to Current Rates) minus 15%, with the amount of the additional reduction recovered by Continental through an additional charge to the cable  Yy-programming services tier.Zy Y-ԍ #Xw PE37}XP# New York State Commission on Cable Television Comments at 79.#x6X@`7X@#Ѷ  YK-150. In reply, Continental supports the New York Commission's goal of uniform system wide basic service tier rates, but states that the New York Commission's proposal may not accomplish the desired objective. Continental states that using the Form 1200 as the basis for the reduction would not help achieve uniformity because of the number of franchisespecific variables that lead to slightly different rates even in franchises that are part  Y-of one system.K[y Y-ԍ Continental Reply Comments at 92.K It asserts that a more workable solution would be to allow Continental or the local franchising authority, at either's election, to reduce unregulated BST rates up to an additional 5%, for a maximum reduction of 20%, with a revenueneutral adjustment to CPST rates. Continental states that this additional adjustment will provide the flexibility necessary to achieve uniform BST pricing in a given system. Continental asserts that as long as it is permitted to make an adjustment to its CPST rate to recover the amount of the additional revenue foregone as a result of the additional BST reduction, it would not object to this  Y7-proposed modification.3\7* Y"-ԍ Id.3  ii. Discussionx  Y-251. Based on the concerns of both Continental and the New York Commission, we have negotiated a modification to the proposed Social Contract to provide that, in order to achieve uniform basic service tier rates in a given system, Continental, at its election, may"!\0*(("" reduce basic service tier rates up to an additional 5%, for a maximum reduction of 20%. This additional reduction may only be taken where there is a disparity in basic service tier rates among several franchise areas within a single Continental system after Continental reduces basic service tier rates in those franchises by 15% to create the lifeline basic tier, and the reduction would bring about uniformity of basic service tier rates within a system.  Yv-352. As both the New York Commission and Continental point out, providing an opportunity to assure uniform basic service tier rates in a system is consistent with the provisions in the Social Contract, which permit Continental to price equipment and  Y1-installation based on average statewide or regional costs.]1 Y -ԍ New York State Commission on Cable Television Comments at 79; Continental Reply Comments at 92. In addition, since every franchise area with a different rate creates the need for a separate rate filing, flexibility to permit uniform system wide basic service tier rates will relieve administrative burdens by reducing the number of Forms 1200 and 1210 which Continental will have to prepare.   X - F. Opt Out Provision  x i. Terms of the Social Contractx  Yb-453. Local franchising authorities have the right to opt out of the Social Contract provisions that resolve pending basic service cases supported by cost of service filings. This  Y4-right is exercised by notifying the Commission in writing.^L4b YG-ԍ Initially, a local franchising authority had to notify the Commission and Continental of its intention to opt out by the end of the comment period (June 6, 1995). We note that the Bureau extended the opt out deadline from June 6, 1995 to two weeks after the Order is  Y-released by the Commission. See Public Notice, Cable Services Bureau Announces An Extension of Time for Which Relevant Franchise Authorities May "Opt" Out of the Social  Y-Contract for Continental Cablevision, DA 951180 (released May 31, 1995). As we note below, the Contract, as adopted in this Order, extends the opt out period to 30 days after the Order is released. Should a local franchising authority elect to opt out of the basic service tier cost of service refund settlement provision, Continental and the local franchising authority will resolve the pending BST COS complaints  Y-pursuant to the Commission's rules set forth in the Cost Order. The Commission would retain its appellate jurisdiction over these cases under its rules for deciding appeals. Prospectively, after the rates are restructured pursuant to the Social Contract, all local franchising authorities will have the authority to review Continental's BST rates pursuant to the Commission's benchmark rules.  ii. Commentsx"Pv ^0*((>"Ԍ Y-554. Commenters who support the opt out provision in its current form state that the opt out provision is necessary for a local franchising authority that believes it can obtain a  Y-greater refund for its subscribers than is provided for in the proposed Social Contract._ YK-ԍ See, e.g., Village of Ossing Comments; Town of Ossing Comments; Town of New Castle Comments; and Village of Pleasantville Comments. Some commenters maintain that further discovery is necessary in order to determine whether  Y-opting out is appropriate.`d Y-ԍ See, e.g., City of Los Angeles Comments at 4; and Lauderhill et al. Comments at 24. In addition, three commenters have requested an extension of the opt out deadline. Lauderhill, Plantation and Tamarac ("Lauderhill.") requests a 60day period and the National Association of Telecommunications Officers and Advisors request a 30day period after release of the Social Contract to opt out of the Social Contract.  YH-Lauderhill maintains that the opt out provision is meaningless.LaH Y-ԍ Lauderhill et al. Comments at 13. L According to Lauderhill, if a local franchising authority opts out of the Social Contract, Continental would surely contend that its maximum liability is set forth in the Social Contract and would be limited by  Y -inkind refunds.3b  Ye-ԍ Id.3 It argues that the Commission is obligated to defend the Social Contract  Y -because it is a party to the agreement.3c d  Y-ԍ Id.3 The City of Los Angeles submitted a counteroffer to the proposed Social Contract and requested an additional 60 days to review the proposed  Y -Social Contract if its counteroffer is rejected.Nd   Y-ԍ City of Los Angeles Comments at 17. N Also, on June 28, 1995 the City of Los Angeles filed a Motion requesting an extension of the opt out period to 60 days after the  Y-Commission adopts such an Order.Le  Y -ԍ City of Los Angeles Motion at 14.L  Yb-655. In response to the commenters, Continental maintains that the only information that local franchising authorities require to make a decision as to whether to opt out is already in their possession because Continental has certified to all of its cost of service local franchising authorities that the rate information and supporting material provided to them is  Y-accurate.Nfy Y0$-ԍ Continental Reply Comments at 8788.N Continental expressed support for the Bureau's extension of the opt out decision  Y-in Public Notice, Cable Services Bureau Announces An Extension of Time For Which Relevant  Y-Franchise Authorities May "Opt" Out of the Social Contract for Continental Cablevision, DA"*f0*(("  Y-951180 (released May 31, 1995).:g Yy-ԍ Id. at 88.: Finally, Continental strongly disputes the contention that the opt out provision is meaningless. Continental argues that the proposed Social Contract states that the refunds owed in franchises where the local franchise authority opts  Y-out are governed by the Commission's rules.:h{ Y-ԍ Id. at 88.: Continental further argues that the Commission's obligation to defend the Social Contract only commits the Commission to defend any order or other legal challenge to such an order by any third party; it does not obligate the Commission to ignore its rate regulations and to take Continental's side in any  Y_-rate challenges that may occur after approval of the Social Contract.=i_. Y> -ԍ Id. at 8889.=  ziii. Discussion   Y -x756. We believe that the opt out provision is equitable for those local franchising authorities who wish to resolve pending cost of service proceedings on their own. Under the Social Contract, Continental is required to provide inkind refunds to subscribers in settlement of pending basic service tier cost of service proceedings. If a local franchising authority exercises its right to opt out of the inkind settlement provision of the Social Contract, Continental and the local franchising authority will resolve the pending BST COS  Yy-filings pursuant to the Commission's rules set forth in the Cost Order. We believe that the inkind refunds provided by the Social Contract in settlement of pending cost of service proceedings will result in most local franchising authorities declining to opt out of the inkind settlement provision of the Social Contract.  Y-857. In order to permit local franchising authorities sufficient time to evaluate the Social Contract, the Contract extends the opt out deadline to 30 days after release of this Order. We also wish to clarify the format for opt out notices. Such notice shall (a) be in writing (b) be addressed to the Office of the Secretary, Federal Communications Commission, 1919 M Street, N.W., Washington, D.C. 20554, with a copy to Continental Cablevision, the Pilot House, Lewis Wharf, Boston, MA 02110, (c) identify the local franchising authority and the community unit identification number for the franchise area, and (d) reflect the clear intent to opt out of the settlement provisions of the Social Contract. Such notification need not meet any other requirements and may be in letter form.  Y"-958. The 30day period provides an adequate opportunity for local franchising authorities to evaluate the Social Contract for the limited purpose of determining whether they should opt out of the BST cost of service refund settlement which is the only portion of the Social Contract from which they can opt out. The Continentalspecific data is available to the public and, therefore, local franchising authorities can make the financial analyses" i0*((!" necessary to make a decision as to whether to opt out. Therefore, the City of Los Angeles' Motion for Extension of Time is denied.  Y-:59. Finally, the concern expressed by Lauderhill that the opt out provision is meaningless is without merit. In the event that a local franchising authority elects to opt out of the Social Contract, the Commission's rules govern the procedures for reviewing Continental's rate filings. Furthermore, although the Commission has a commitment to defend the Social Contract against legal challenges by third parties, this neither affects nor compromises any appeal of a rate order regarding a basic service case supported by a cost of service filing issued by a local franchising authority after it has chosen to opt out of the Social Contract. Any appeal of a local franchising authority rate order where the local franchising authority opts out will be decided on the basis of our cost of service rules, not the terms contained in the Social Contract.  X - G. Bulk Rates  i. Comments x  Yb-;60. A few commenters have asked for clarification regarding the treatment of bulk rate accounts negotiated between Continental and multiple dwelling units under the Social  Y4-Contract.xj4 Y-ԍ See, Blueberry Hill Condominium Comments; Lauderhill et al. Comments at 1011.x ii. Discussionx  Y-<61. We do not believe that it would be appropriate to include bulk rate accounts in the Social Contract. There is a fundamental difference between the nature of bulk rate  Y-accounts and individual residential accounts. As we stated in the Rate Order, "all multiple dwelling buildings in the franchise area must receive the same bulk rate discount rate structure ... [and] the operator must be able to demonstrate that he/she derives some  Y~-economic benefit from providing the bulk rate discount.<k~y Y-ԍ 8 FCC Rcd at 5898.< Consequently, we do not believe that requiring Continental to include bulk rate accounts in the Rate Stability Plan is necessary  YP-to further the objectives of the Social Contract.lP* Y+!-ԍ However, as we discussed in Section III (G)(ii) supra, in order to minimize disparate treatment of Continental's subscribers in the same franchise area, we have negotiated for Continental to provide bulk rate subscribers inkind refunds for the amount  Y#-associated with the rate filing in the franchise area. See also n.16 supra.  X"-H. Migrated Product Tier " l0*(("Ԍi. Terms of the Social Contractx  Y-=62. The proposed Social Contract provides that Continental will be permitted to migrate up to four existing services from its cable programming services tier to a Migrated Product Tier. The channels migrated from the cable programming services tier will continue to be priced at the rate regulated price subject to the Commission's rules for inflation and  Yv-external cost increases.Fmv Y-ԍ 47 C.F.R.  76.922(d)(3).F Continental may add an unlimited number of channels to the MPT at the price of $.20 per channel plus licensee fees. After January 1, 1997, Continental may  YH-convert the MPT into a New Product Tier as defined by the Commission's Going Forward rules. Finally, the Social Contract provides that the MPT and NPT may be offered only where subscribers are not required to purchase any tier other than the basic service tier to purchase the MPT, and after conversion, the NPT.  ii. Commentsx  Y ->63. Supporters of the MPT maintain that it will benefit subscribers by providing for  Y-more programming choices and options.ny Y-ԍ For example, United Church of Christ et al. Comments at 5; Travel Channel Comments at 79; and Village of North Pekin Comments. Commenters opposing the MPT claim that it would result in the migration of programming to unregulated tiers to the detriment of  Yd-subscribers.od Y(-ԍ See, e.g., City of Keego Harbor Comments; Attorney General of Connecticut & Connecticut Department of Public Utility Control Comments at 3; Miami Valley Cable Council et at. Comments at 1819. Commenters also argue that Continental's migration of programming would  YM-violate our negative option billing requirements.pM Y-ԍ See, e.g., City of Circleville Comments at 3; and the Attorney General of Connecticut & Connecticut Department of Public Utility Control Comments at 3.   Y-?64. In reply, Continental claims that the MPT will promote the longterm viability of new programming because new programming placed on an MPT will benefit from the higher  Y-penetration and viewership created by established services moved to the MPT.Kq4  Y!-ԍ Continental Reply Comments at 21.K Continental further claims that its decision on which services to migrate to the MPT will be largely  Y-determined by the contractual rights of each cable programming service tier programmer.:r  YY%-ԍ Id. at 22.: Furthermore, Continental claims that it would not move the most popular services off the cable programming service tier because it would lose cable programming service tier"r0*(("  Y-customers.:s Yy-ԍ Id. at 22.: Continental claims that it has an incentive to have popular programming on all  Y-tiers so that subscribers will choose to order all levels of service.>t{ Y-ԍ  Id. at 2223. > Finally, Continental claims that the movement of up to four regulated services to the MPT without remarketing the services to subscribers does not constitute negative option billing because there will not  Y-be a fundamental change in the nature of the existing service to subscribers.:u. Y -ԍ Id. at 23.:  Y- ` ` , iii. Discussionx  YH-@65. Although the Social Contract provides that Continental will be permitted to migrate up to four existing services from its cable programming services tier to an MPT, the  Y -Upgrade Incentive Plan as described in the Cost Order does not specifically mention this  Y -treatment. The Cost Order contemplates that cable operators will maintain the same program  Y -channels or channels of equivalent value when a system upgrade is completed.Nv  Y-ԍ Cost Order, 9 FCC Rcd at 4690.N  Y -Furthermore, the Going Forward Order does not contemplate channel migration because it wants to ensure that cable subscribers receive basically the same cable service prior to creation of an NPT and that the BSTs and CPSTs continue to remain competitive with the  Y-NPT.Xw Y-ԍ Going Forward Order, 10 FCC Rcd at 1235.X We believe that a waiver of the channel migration provisions of the Cost Order and  Y-Going Forward Order is appropriate in the overall context of the Social Contract and in the public interest because the creation of MPTs and NPTs expands the programming choices for  YU-subscribers. Consistent with the philosophy described in the Cost Order, the services migrated to the MPT will continue to be priced at the rateregulated rate until January 1, 1997. This does not constitute a fundamental change in the services or pricing available to Continental's subscribers. Pricing for the MPT may only be increased if Continental adds additional services to the tier which should increase its value to the subscriber. Should  Y-Continental elect to convert the MPT into an NPT as defined by the Going Forward Order, then the elimination of all buythrough requirements will ensure that the product offerings and rates on the NPT are competitive with the regulated BSTs and CPSTs. Otherwise subscribers would elect not to subscribe to the NPT. Conversely, Continental would be encouraged to maintain the quality of the service offerings on the CPST. Otherwise, subscribers would have the opportunity to receive the BST and the NPT and discontinue receiving the CPST. This could have the effect of reducing the overall revenue to Continental. As such, Continental has economic incentives to maintain the quality of the CPST and to ensure that the rate for the NPT is reasonable. "G w0*((;"Ԍ X- I. ` ` Franchises Subject to Effective Competition or PriceConstraining  H X-Competition (#` i. Terms of the Contract x  Y-A66. The rate regulation terms of the Social Contract would not apply to those Continental franchises that the Commission has found to be (a) subject to effective competition under the Act or (b) price constrained by competition. However, Continental's upgrade commitments in the Social Contract would continue to apply to such franchises.  ii. Commentsx  Y -B67. Two commenters seek removal of the "price constrained by competition"  Y -standard contained in the Social Contract.x  YN-ԍ #XR PjQ}XP#See, DirectTV Comments; and Consumer Federation of America Comments at 78. In reply, Continental maintains that this is a  Y -standard adopted by the Commission consistent with the 1992 Cable Act.Ky { Y-ԍ Continental Reply Comments at 79.K Continental  Y -maintains that this proceeding is not the proper forum to challenge this standard.3z , Y-ԍ Id.3 Continental claims that an underlying concern of one commenter, DirectTV, is that a finding that a system is price constrained by competition might affect the Commission's interpretation or enforcement of program access rules. Continental argues that neither the Commission nor Continental would be precluded from considering in the future whether the emergence of competition in the multichannel video marketplace obviates the continuing need  Y-for program access rules.:{ Y-ԍ Id. at 80.: ziii. Discussionx  Y-C68. To the extent commenters and others take issue with our authority to provide relief from rate regulation where an operator's prices are "constrained by competition," we believe that this issue is more appropriately addressed when Continental petitions the Commission to grant it such relief. Continental's petition would be placed on public notice and, at that time, interested persons will have the opportunity to comment on the issue.  Y7-  J. Public Participation  i. Comments x" {0*(( "Ԍ Y-D69. Some commenters expressed a desire to have been given the opportunity to participate in settlement negotiations between Continental and the Commission in order to  Y-represent the interests of their subscribers.W| YK-ԍ#Xw PE37}XP# See, e.g., Lauderhill et al. Comments 24; Miami Valley Cable Council et al. Comments at 3; Massachusetts Cable Television Commission Comments at 3; and City of  Y-Los Angeles Comments at 34.#x6X@`7X@#W In reply, Continental maintains that such  Y-participation was neither legally required nor practically workable.N}M Y-ԍ Continental Reply Comments at 5152.N Continental maintains that by allowing the parties to comment on the final version of the proposed Social Contract, the Commission has ensured that the viewpoints of all affected parties are considered and  Yv-their interests protected.=~v Y% -ԍ  Id. at 5253.=  ii. Discussion   Y -E70. The Cost Order states that when a proposal for an upgrade incentive plan is submitted to the Commission's Cable Services Bureau, it should include an outline of the proposal and an explanation as to how it would implement the objectives, as well as  Y -statements from affected local franchising authorities.N  Y9-ԍ Cost Order, 9 FCC Rcd at 4680.N Given that the initial proposal and subsequent negotiations affected a significant number of franchises with diverse interests and concerns, it is more efficient and has proven more practical for the Commission to negotiate the proposed Social Contract with Continental. The comment period and the extensions thereof have provided ample opportunity for local franchising authorities to express their  Yd-concurrence with or opposition to the proposed agreement. Indeed, the cable Ex Parte Order contemplated this type of process, with the final proposal being offered for comment. Therefore, we waive, on our own motion and for good cause shown, the requirement in the  Y!-Cost Order that a company's initial proposal for an upgrade incentive plan include statements from affected local franchising authorities.  X- K. Implementation and Remedies  Y- i. Commentsx  Y-F71. Some of the commenters have expressed concern about the enforcement and  Yk-remedies for violations of the Social Contract by Continental.kd  Y%-ԍ #Xw PE37}XP# See, e.g.,Lauderhill et al. Comments at 9; City of Newton Comments at 2; and Billerica et al. Comments at 13. In reply, Continental maintains that if a local franchising authority disagrees with Continental's interpretation of a"T! 0*((k"  Y-provision of the Social Contract, it may seek redress at the Commission.K Yy-ԍ Continental Reply Comments at 91.K Continental states that possible remedies include the issuance of fines and forfeitures by the  Y-Commission.3y Y-ԍ Id.3 ii. Discussion  Yv-G72. Clearly, the priority established in the 1992 Cable Act is to protect the interests  Y_-of subscribers.u_, Y< -ԍ #Xw PE37}XP#Rate Order, 8 FCC Rcd at 5639.u Our obligation to establish procedures and regulations to carry out the tasks necessary to be consistent with that priority is not compromised by either our approval of the Social Contract or our enforcement of the terms and conditions therein. Indeed, the Social Contract provides remedies for violations. Moreover, as Continental points out, to the extent that local franchising authorities or other interested parties disagree with Continental's interpretation of a provision, perceive a lack of enforcement of the terms and conditions of the Contract, or disagree with the remedies we may prescribe, they may seek redress at the Commission.   X- L. Implementation of the Rate Stability Plan Jurisdiction i. Commentsx  Y4-H73. Some commenters sought clarification on the review of Continental's setting of the initial rates specified in the Rate Stability Plan and the oversight role of local franchising  Y-authorities in the future. Y-ԍ New York Commission on Cable Television Comments at 69; the Massachusetts Cable Television Commission Comments at 4. In reply, Continental maintains that there will be no change in the jurisdictional roles established in the 1992 Cable Act and in the Commission's rules. Local franchising authorities will review the initial basic service tier rates Continental  Y-establishes pursuant to the Rate Stability Plan.Ky Y -ԍ Continental Reply Comments at 93.K Continental further maintains that the Commission will perform review for the setting of initial cable programming services tier  Y-rates.3*  Yn$-ԍ Id.3 Finally, Continental indicates that on a going forward basis, local franchising"" 0*((" authorities will retain primary jurisdiction over basic service tier rates and the Commission  Y-will retain exclusive jurisdiction over cable programming services tier rates.3 Yb-ԍ Id.3 ii. Discussionx  Y-I74. The 1992 Cable Act requires that we adopt the substantive and procedural rules to govern the regulation of basic service tier rates and that the local franchising authority sets  Y_-those rates consistent with our rules.s_{ Y -ԍ Communications Act,  623(b)(2)(C)(i), 47 U.S.C.  543(b)(2)(C)(i).s The terms and conditions of the Social Contract, negotiated under our Upgrade Incentive Plan rules, are consistent with this requirement. Local franchising authorities will review the initial basic service tier rates Continental establishes pursuant to the Social Contract's Rate Stability Plan. Since Form 1200 is the basis for the restructured basic service rate, where a local franchising authority has completed its review and approved the Form 1200 rate, that task is complete. If the Form 1200 decision is still pending the local franchising authority will complete its review in accordance with the Commission's rules. In addition, where Continental has filed a cost of service justification, under the terms of the Social Contract its basic service tier rates will be  Y-set at 15% below the lower of the Current Rate or Form 1200 rate., Ym-ԍ To the extent that this requires a waiver of the Commission's rules, we find that such a waiver furthers the policy objectives of the 1992 Cable Act and, therefore, is in the public interest. Current Rates will require no review, but a certified local franchising authority will still review and approve the  Yb-Form 1200 filing.'b Y-ԍ #Xw PE37}XP# The Form 1200 will have already been filed with the local franchising authority as  Y-part of Continental's cost of service filing for the basic service tier.#Xw PE37}XP#' In addition, any future increases in basic service tier rates after a franchise's rates are restructured will be made subject to review and approval by the local franchising authority. We recognize that the comments reflect a certain level of uncertainty with respect to the jurisdictional responsibilities of the local franchising authorities. Therefore, we have negotiated a modification to the Social Contract to clarify that the jurisdictional division set forth in the 1992 Cable Act and implemented by our rules has been  Y-retained.I  Y!-ԍ #Xw PE37}XP#See Social Contract, Section III.C.1.#x6X@`7X@#ѣ   X- M. Modification and Termination Provisions  Y- i. Terms of the Contract "e# 0*(({"Ԍ Y-J75. The Social Contract may not be modified or terminated without the mutual agreement of both parties. If the laws or regulations applicable to any services offered by Continental change during the term of the Social Contract in a manner that would provide a material favorable impact on Continental, then at any time after such change has occurred, Continental may petition the Commission to terminate the Social Contract. ii. Comments  YH-K76. Some commenters contend that the right to terminate the Social Contract is  Y1-unfairly provided to Continental.1 Y -ԍ #Xw PE37}XP# See, e.g., City of Circleville Comments at 89; and City of Newton Comments at 2. #x6X@`7X@# Commenters ask that local franchising authorities also be given the right to terminate the Social Contract and that any termination by Continental be  Y -only with the consent of local franchising authorities. { Y/-ԍ #Xw PE37}XP# See, e.g., City of Los Angeles Comments at 15; and Lauderhill et al. Comments at  Y<16. #x6X@`7X@#  Y - h  Y -L77. In its reply comments, Continental maintains that it may not terminate the  Y -proposed Social Contract at will. Rather, it must petition the Commission for this relief.K  Y-ԍ Continental Reply Comments at 85.K In addition, Continental states that because local franchising authorities are not parties to the  Y-proposed Social Contract they lack the standing to terminate the agreement.3 Y -ԍ  Id.3 Continental contends that it is appropriate for it to have sole termination rights if there is a fundamental  Yb-change in the law that affects the underlying social policies of the Social Contract.3b{ Y-ԍ Id.3 Continental has indicated that it would agree to a modification of the proposed Social Contract under which Continental would be obligated to notify local franchising authorities of its decision to petition for termination of the proposed Social Contract. Continental further would agree to a modification that would give local franchising authorities the opportunity to  Y-comment on Continental's petition to terminate the Social Contract.=.  Y -ԍ Id. at 8586.= ` ` ziii. Discussion  Y-M78. We conclude that it would not be in the public interest to provide either that local franchising authorities would have the right to terminate the Social Contract, or that any termination of the Social Contract must be made with the consent of local franchising authorities. The interests and concerns of the significant number of local franchising"N$ 0*((z" authorities are too diverse to make such a provision practicable. The terms and conditions of the Social Contract take into consideration all of Continental's franchises. It would not be in the public interest to allow a local authority to seek to terminate the Social Contract based on, for the most part, factors that may be peculiar to only that franchise.   Y-N79. However, we have negotiated a modification to the proposed Social Contract  Yv-such that any proposal to modify the Social Contract will be placed on public notice.Wv Y-ԍ See Social Contract, Section III. K. 2.W Continental will serve promptly all of its local franchising authorities affected by the proposed modification with a copy of the proposal and, when released, the public notice. The public notice will state that the local franchising authorities and other interested parties may submit comments to the Commission and will provide one copy to Continental no later than 30 days following the release of the public notice. Continental and other interested parties will have 15 days to file reply comments.  Y -O80. We have further negotiated a modification to the proposed Social Contract such  Y -that any proposal to terminate the Social Contract will be also be placed on public notice.W { Y-ԍ See Social Contract, Section III. K. 2.W Continental will serve all of its local franchising authorities with a copy of the petition for termination of the Social Contract and, when released, the public notice. The public notice will state that the local franchising authorities and other interested parties may submit comments to the Commission and will provide one copy to Continental no later than 30 days following the release of the public notice. Continental and other interested parties will have 15 days to file reply comments.  X-  X-IV. CONCLUSION Đ  Y-P81. The Social Contract that we have negotiated with Continental fulfills the  Y-objectives of the Incentive Upgrade Plans which were established in the Cost Order. The Social Contract ensures that customers will have reasonable, stable rates for existing services. Additionally, Continental will obtain pricing flexibility to upgrade its system in cost effective ways in order to provide customers with increased programming choices and improved quality of service. Furthermore, the Social Contract will reduce the regulatory burdens associated with rate regulation on local franchising authorities, Continental and the Commission.  Y-Q82. The Social Contract will enable Continental subscribers to obtain an improved quality of service and more programming choices. For example, Continental is required to invest at least $1.35 billion to rebuild and upgrade all of its domestic cable systems from 1995 to 2000. Furthermore, Continental is required to upgrade those systems below 550""%.0*((#" MHz to a minimum capacity of 550 MHz and 50% of Continental's systems will be upgraded to 750 MHz capacity. Since the Social Contract permits Continental to average broad categories of equipment and installation costs for all of its systems on a statewide or regional basis, equipment averaging will help to alleviate drastic increases in equipment rates  Y-for subscribers as Continental upgrades and rebuilds its systems.     Yv-R83. In settlement of 148 pending cost of service cases and 229 benchmark cases, Continental will make inkind refunds to its affected customers totalling approximately $9.5 million. During the period that the Social Contract remains in effect, Continental will forego its right to use cost of service justifications to support any future rate increase.   Y -S84. Under the Social Contract, Continental subscribers will have a wide range of programming choices: the lifeline basic tier, the cable programming services tier, and the MPT. Moreover, these programming choices have price caps for a period of time. For example, the lifeline basic tier is designed to provide subscribers with a basic level of programming choices at a low price. The MPT is designed for subscribers who desire an increased level of programming than what is contained on the lifeline basic tier and the cable programming services tier.   YK-T85. It is our belief that by approving this Upgrade Incentive Plan we encourage upgrades that provide additional service tiers that are economically justified and that best meet customers' needs. In addition, approval of this plan will reduce regulatory burdens on all parties. Therefore, we find this plan to the extent modified above to be in the public interest and approve the agreement.  86. Accordingly, IT IS ORDERED that the Upgrade Incentive Plan between Continental Cablevision, Inc. and the Commission as modified above, IS APPROVED. 87. IT IS FURTHER ORDERED that preemption of any local franchise agreement or any state or local law or regulation that requires Continental Cablevision to give more than 30 days notice of rates and service changes to subscribers for the period prior to January 1, 1996, IS GRANTED.  88. IT IS FURTHER ORDERED that waiver of 47 C.F.R.  76.922(d)(2), IS GRANTED. 89. IT IS FURTHER ORDERED that waiver of 47 C.F.R.  76.942(f), IS GRANTED. 90. IT IS FURTHER ORDERED that waiver of 47 C.F.R.  76.957, IS GRANTED. 91. IT IS FURTHER ORDERED that waivers of 47 C.F.R.  76.961(c),(d) and (e) ARE GRANTED."#'&0*((P("Ԍ92. IT IS FURTHER ORDERED that the Motion for Extension of Time filed by the City of Los Angeles is DENIED.  93. IT IS FURTHER ORDERED that waiver of any Commission rule, modifications to the Commission's forms, necessary to effectuate the terms of the Upgrade Incentive Plan, IS GRANTED.  94. IT IS FURTHER ORDERED that the Cable Services Bureau is given delegated authority to oversee implementation of the Upgrade Incentive Plan, including authority to dismiss all pending complaints covered by the Upgrade Incentive Plan. 95. IT IS FURTHER ORDERED that the Secretary is authorized to sign the Social Contract, attached as Appendix A, on behalf of the Commission. 96. IT IS FURTHER ORDERED that is Order is effective upon adoption.   ` `  ,hhhFEDERAL COMMUNICATIONS COMMISSION ` `  ,hhhWilliam F. Caton ` `  ,hhhActing Secretary "'0*(("  X-  };Z<# P7 OP#APPENDIX A  X@-# Xw PE37}XP#    };Z# PE37 OP# x jSOCIAL CONTRACT FOR  };Zt&CONTINENTAL CABLEVISION, INC. ă & FCC 95335x   ~;Z # Xw PE37}XP#Effective Date: August 1, 1995# PE37 OP#ѐx "K((0*0*0*=,"Ԍ ?<# x6X@8;X@#   ) <  << TABLE OF CONTENTS ă  ?X<`h(#< PAGE NO. ă     ?<XxI.BACKGROUND AND SUMMARY p!(#l 1  ?x<XxII.DEFINITIONS p!(#l 5  ?<XxIII.TERMS AND CONDITIONS OF THE SOCIAL CONTRACT p!(#l 6  ?<XX` ` A.` ` Customer Refunds ` p!(#l 6  ?( <XX` ` X ,` ` 1. ,CostofService Franchises p!(#l 6  ? <XX` ` X ,Xh ,a.hBST CostofService Cases p!(#l 6  ?H <XX` ` X ,Xh ,b.hCPST CostofService Cases p!(#l 7  ?<XX` ` X ,` ` 2. ,Benchmark Franchises p!(#l 8  ?h<XX` ` X ,Xh ,a.hBST Benchmark Cases p!(#l 8  ?<XX` ` X ,Xh ,b.hCPST Benchmark Cases p!(#l 8  ?<XX` ` B.` ` Creation of a LowCost, Lifeline Basic Service Tier and Rate Stability Plan ` p!(#l 9  ?<XX` ` X ,` ` 1. ,Creation of a LowCost, Lifeline Basic Service Tier p!(#l 9  ?8<XX` ` X ,` ` 2. ,Rate Stability Plan p!(#l 10  ?<XX` ` X ,Xh ,a.hRegulated Benchmark Franchises p!(#l 10  ?X<XX` ` X ,XhXhhh1).hhBST Rate hp!(#l 10  ?<XX` ` X ,XhXhhh2).hhCPST Rate hp!(#l 11  ?x<XX` ` X ,Xh ,b.hRegulated CostofService Franchises. p!(#l 11  ? <XX` ` X ,XhXhhh1).hhBST Rate hp!(#l 11  ?!<XX` ` X ,XhXhhh2).hhCPST Rate hp!(#l 12  ?(#<XX` ` X ,Xh ,c.hUnregulated Franchises p!(#l 12  ?$<XX` ` X ,XhXhhh1).hhBST Rate hp!(#l 12  ?H&<XX` ` X ,XhXhhh2).hhCPST Rate hp!(#l 13 "')<0*((."Ԍ ?<XX` ` X ,Xh ,d.hEquipment and Installation Rates for All Systems p!(#l 14  ?X<XX` ` C.` ` Limitations on Rate Increases ` p!(#l 14  ?<XX` ` X ,` ` 1. ,BST Rates p!(#l 14  ?x<XX` ` X ,` ` 2. ,CPST Rates p!(#l 15  ?<XX` ` X ,` ` 3. ,Equipment and Installation Rates p!(#l 15  ?<XX` ` X ,` ` 4. ,Waiver of Right to File CostofService Cases for Future Rate Increases p!(#l 16  ? <XX` ` D.` ` Resolution of Existing Rate Cases ` p!(#l 16  ? <XX` ` E.` ` Infrastructure Upgrade Commitment ` p!(#l 20  ?<XX` ` X ,` ` 1. ,Infrastructure Upgrade: Financial p!(#l 20  ?<XX` ` X ,` ` 2. ,Infrastructure Upgrade: Technical p!(#l 20  ?0<XX` ` X ,` ` 3. ,Infrastructure Upgrade: NonDiscrimination p!(#l 22  ?<XX` ` X ,` ` 4. ,Infrastructure Upgrade: Failure to Meet Investment Target p!(#l 22  ?<XX` ` F.` ` Migrated Product Tiers and New Product Tiers ` p!(#l 22  ?<XX` ` X ,` ` 1. ,Migrated Product Tiers p!(#l 22  ?8<XX` ` X ,` ` 2. ,New Product Tiers p!(#l 23  ?<XX` ` G.` ` Franchises Subject to Effective or PriceConstraining Competition ` p!(#l 24  ? <XX` ` H.` ` Acquired and Divested Systems. ` p!(#l 24  ?<XX` ` I.` ` Local Franchising Authority Right to Opt Out of the CostofService Refund Settlement ` p!(#l 25  ? <XX` ` X ,` ` 1. ,Right to Opt Out p!(#l 25  ?!<XX` ` X ,` ` 2. ,Effect of Opting Out p!(#l 25  ?(#<XX` ` J.` ` Reporting Requirements ` p!(#l 26  ?$<XX` ` K.` ` Modification and Termination ` p!(#l 27  ?H&<XX` ` L.` ` All Necessary Waivers and Preemptions Deemed Granted ` p!(#l 28 "'*0*((/"Ԍ ?<XX` ` M.` ` Term ` p!(#l 28  ?<XX` ` N.` ` Service of Contract and Public Notice on Interested Parties ` p!(#l 28  ?<XX` ` O.` ` Public Notice ` p!(#l 29  ?x<XX` ` P.` ` Entire Agreement ` p!(#l 29  ?<XX` ` Q.` ` Severability ` p!(#l 30 "+0*((P "  ?<     = xSOCIAL CONTRACT FOR  ?< {CONTINENTAL CABLEVISION, INC. ă  ?< I.BACKGROUND AND SUMMARY.   The "Social Contract" set out in this document (the "Contract") relates to services and equipment offered by Continental Cablevision, Inc. ("Continental") and its subsidiaries actually or potentially subject to regulation under the terms of the applicable provisions of Title VI of the Communications Act of 1934, as amended ("Act"). The Commission believes that this Contract will advance the public interest by: (1) assuring fair and reasonable rates for Continental's cable service customers; (2) improving Continental's cable service by substantially upgrading the channel capacity and technical reliability of its United States cable systems; and (3) reducing the administrative burden and costs of regulation for local governments, the Federal Communications Commission ("Commission"), and Continental. The Contract has been negotiated by Continental and the Commission in accordance with the Commission's authority to consider and adopt "social contracts" as an alternative to other  ? <regulatory approaches applicable to cable television rates, see  ?!<CostofService Order, 9 FCC Rcd. 4527, 295304 (1994), and its authority to regulate Continental's cable services under the Act.   This Contract covers all of Continental's cable systems owned as of the Publication Date, including those franchises that are unregulated either because no Local Franchise Authority"h),=0*0*0*1" ("LFA") has certified and/or no complaint has been filed. Those unregulated franchises serve approximately 60% or 1.8 million of Continental's basic service tier ("BST") subscribers and approximately 46% or 1.3 million of Continental's cable programming service tier ("CPST") subscribers. Thus, the Contract will provide rate stability and other benefits for Continental customers regardless of their regulatory status. The principal terms of the Contract are:  ? <"` ` The resolution of 148 costofservice cases and 229 benchmark cases. (The 148 costofservice cases consist of 73 BST and 75 CPST cases filed between September 1, 1993 and the Publication Date. The 229 CPST benchmark cases consist of 129 Form 393 cases and 100 Form 1200 cases filed between September 1, 1993 and the Publication Date.)(#`  ?p<X"X` ` As part of the resolution of these costofservice and benchmark cases, Continental will make inkind Refunds to its affected customers totalling approximately $9.5 million. `  ?<"` ` The rates for BST costofservice cases resolved pursuant to this Contract will be reduced as necessary from their current levels, which Continental defended  ?`"<under costofservice principles, to  levels calculated pursuant to Commission Form 1200. Future BST increases for these franchises will be based solely on inflation and external cost increases, as permitted by 47 C.F.R."'-0*((." 76.922(d), including all subsequent clarifications and amendments.(#`  ? <"` ` LFAs will have the ability to "opt out" of BST costofservice Refunds and elect to resolve any amounts owed to customers with Continental pursuant to Commission rules. Also, BST benchmark cases currently pending before LFAs will be resolved by Continental and the LFAs pursuant to Commission rules.(#`  ? <"` ` Continental will convert its existing BSTs in all franchises into "Lifeline Basic" tiers so that customers who only can afford or who only want the most basic local programming may purchase it for a low monthly fee. To accomplish this, Continental will  ?P<reduce its BST rates for all regulated franchises to a minimum of 15% below the rates required by Commission Form 1200 and will reduce its BST rates for all  ?<unregulated franchises to a minimum of 15% below Current Rates.(#`  ? <"` ` Continental will forego its right to use costofservice justifications to support any future rate increases in any franchises covered by this Contract during the period that the Contract remains in effect. (#`  ?`"<"` ` On a goingforward basis, Continental's BST and CPST rates for all subscribers will be limited by the Commission's rules for inflation and external cost adjustments and by the "GoingForward" rules. In order"'.0*((." to fund the sixyear capital spending program required as part of this Contract, Continental will be permitted to conduct a second round of "GoingForward" channel additions over the threeyear period from 19982000.(#`  ?@<"` ` Continental will be permitted to migrate up to four existing CPST services on each system to a single "Migrated Product Tier" ("MPT"), provided the tier is offered without a buythrough requirement of any tier other than the BST. Initially, the MPT will be capped at current CPST levels for the migrated channels on the tier, and increases will be based on inflation and external costs, pursuant to Commission rules. However, there will be no limitation on the number of new channels that Continental may add to this tier at the price of $.20 per channel plus license fees. After January 1, 1997, Continental may convert the MPT into a New Product Tier ("NPT"), provided the tier is offered without a buythrough requirement of any tier other than the BST.(#`  ?< "` ` Continental agrees to spend at least $1.35 billion from 1995 through 2000 to rebuild and upgrade its domestic cable facilities. This represents an annual investment that is 120% of Continental's average annual capital expenditures from 1990 through 1994.(#`  ?%<"` ` This Contract or any settlement contained herein does not constitute an admission by Continental of any"'/0*((." violation of, or failure to conform to, any law, rule, or policy.(#`  ? < II.DEFINITIONS. For the purposes of this Contract, the following definitions will apply:  ?<X(a)X` ` "Current Rates" means those Continental system rates that are in effect as of April 3, 1995, the Publication Date, or rates that will become effective after the Publication Date and for which notice was given to subscribers on or before March 1, 1995.(#`  ?<(b)` ` "Effective Date" means the date on which the Commission adopts an order approving this Contract.(#`  ?<X(c)X` ` "Eligible Subscribers" means those subscribers who the Commission has determined qualify for a Refund in Continental franchises where there is a pending CPST benchmark case. (#`  ?<(d)` ` "GoingForward rules" means the Commission's rules  ?<adopted in the Sixth Order on Reconsideration, 76 R.R.2d (P&F) 859 (1994), including all subsequent clarifications and amendments.(#`  ?@<(e)` ` "Lifeline Basic" means a Continental BST that has had its rates reduced 15% to 20% pursuant to section III.B. below.(#`  ?#<X(f)X` ` "Migrated Product Tier" or "MPT" means a tier consisting of up to four services moved from a system's"%00*((-" existing CPST(s) and to which other services may be added (as described in section III.F. below).(#`  ? <X(g)X` ` "Publication Date" means April 3, 1995, the date on which this Contract was placed on public notice by the Commission.(#`  ?<X(h)X` ` "Refund" means an inkind service offering in lieu of a cash amount. Such Refunds may include premium services, payperview services, additional outlet and VCR installations, viewing guides, and other services or items having an established retail value.(#`  ?< III.XTERMS AND CONDITIONS OF THE SOCIAL CONTRACT. (#  ?0<   A.` ` Customer Refunds. Pursuant to the settlement of Continental's existing benchmark and costofservice cases as described in this section,  ?<Continental will provide customer Refunds, which in the aggregate total approximately $9.5 million, as set forth below. The Refunds required pursuant to this section are listed in Exhibits 15.  ? <` ` 1. ,CostofService Franchises .  ?<` `  , a.hBST CostofService Cases.  ?@<` `  ,h1).hhIn settlement of Continental's pre and postMay 15, 1994 BST costofservice cases on file as of the Publication Date, Continental will provide each of its  ?#<approximately 509,000 costofservice subscribers with an inkind  ?%<Refund with a minimum retail value of $5.00. This Refund has a total consolidated retail value of approximately $2,545,000. "'10*((." Continental will ensure that all of these costofservice subscribers have at least three inkind Refund options and at least 180 days to use the option(s) of their choice. Within 30 days of the Effective Date, Continental will submit to the Commission for its approval a list of proposed inkind Refund options. Continental shall initiate inkind Refunds no later than the start of the first full month beginning ninety (90) days after the Commission's approval.  ? <` `  ,h2).hhWhere an LFA elects to "opt out" of BST costofservice settlements under section III.I. below, the consolidated Refund value shall be reduced by the product of the number of subscribers in the BST costofservice franchises for which LFAs have "optedout" times the per subscriber Refund amount. Refunds will not be awarded to subscribers whose LFAs have chosen to "opt out" except as pursuant to the Commission's existing "costofservice" procedures and regulations.  ?<` `  , b.hCPST CostofService Cases. In settlement of Continental's pre and postMay 15, 1994 CPST costofservice cases on file with the Commission as of the Publication Date, Continental will provide each of its approximately 818,000 costofservice subscribers with an inkind Refund with a minimum retail value of at least $4.50. This Refund has a total consolidated retail value of approximately $3,681,000. Continental will ensure that all of these costofservice subscribers have at least three inkind Refund options and at least 180 days to use the option(s) of their choice. "'20*((." Within 30 days of the Effective Date, Continental will submit to the Commission for its approval a list of proposed inkind Refund options. Continental shall initiate inkind Refunds no later than the start of the first full month beginning ninety (90) days after the Commission's approval.  ?<` ` 2. ,Benchmark Franchises.  ?` <` `  , a.` hBST Benchmark Cases. (# Continental will resolve any pending BST benchmark rate matters, including any possible refunds, with the affected LFAs, pursuant to Commission rules. Nothing in this Contract, including Continental's commitment to reduce BST rates to a level at least 15% below the applicable Form 1200 rate, shall empower LFAs to order refunds beyond any that would be required pursuant to Commission rules.  ?<` `  , b.hCPST Benchmark Cases.  ?p<` `  ,h1).hhIn settlement of Continental's preMay 15, 1994 CPST benchmark cases on file with the Commission as of the Publication Date, Continental will provide each of  ? < approximately 231,000 Eligible Subscribers with an inkind Refund with a minimum retail value of $2.00. This Refund has a total consolidated retail value of $462,000. Continental will ensure that these Eligible Subscribers have at least three inkind Refund options and at least 180 days to use the option(s) of their choice. Within 30 days of the Effective Date, Continental will submit to the Commission for its approval a list of proposed inkind Refund options. Continental shall initiate inkind"'30*((." Refunds no later than the start of the first full month beginning ninety (90) days after the Commission's approval.  ? <` `  ,h2).hhIn settlement of Continental's postMay 15, 1994 CPST benchmark cases on file with the Commission as of the Publication Date, Continental will provide each of approximately 351,000 Eligible Subscribers with an inkind Refund equal to $8.00. This Refund has a total consolidated retail value of approximately $2,808,000. Continental will ensure that these Eligible Subscribers have at least three inkind Refund options and at least 180 days to use the option(s) of their choice. Within 30 days of the Effective Date, Continental will submit to the Commission for its approval a list of proposed in kind Refund options. Continental shall initiate inkind Refunds no later than the start of the first full month beginning ninety (90) days after the Commission's approval.  ?p< B.` ` Creation of a LowCost, Lifeline Basic Service Tier and  ?8<Rate Stability Plan .(#`   No later than January 1, 1996, Continental shall lower all of its BST rates. The rate reductions shall be implemented as   set forth below:  ?x<XX` ` 1.X ,Creation of a LowCost, Lifeline Basic Service  ?@<Tier. (#  ? < In order to provide its customers with the option to purchase a lowcost basic service tier, Continental will create a  ?#<Lifeline Basic tier by reducing the rates for its BSTs 15% as set forth in the next section. In order to achieve uniform BST rates in a given system, Continental may reduce BST rates up to an"'40*((." additional 5% for a maximum reduction of 20%. This additional reduction may only be taken where there is a disparity in BST rates among several franchise areas within a single Continental system and the reduction will bring about greater uniformity of BST rates. This conversion to Lifeline Basic service will be implemented no later than January 1, 1996. After this conversion, Continental will not add any additional programming to the Lifeline Basic tier for the term of this Contract, except, with prior notice to the Commission, as specifically required by LFAs or as required by law. The Commission shall take into account the rate restructuring done to create the lowcost Lifeline Basic tier rate in any comparison made, for any purpose, between Continental's future CPST rates and industry average CPST rates.  ?<` ` 2. ,Rate Stability Plan.  ?p<` `  , a.hRegulated Benchmark Franchises.  ?<` `  ,h 1).hhBST Rate . By January 1, 1996, the BST rate for all Continental franchises that established their BST rate pursuant to the  ?<Commission's benchmark formula will be reduced a minimum of 15%  ?@<below the Form 1200 level, as of the Publication Date, and then  ? < adjusted at Continental's option, pursuant to Commission rules, for any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction. "%50*((-"Ԍ ?<` `  ,h 2).hhCPST Rate. By January 1, 1996, the CPST rate for all Continental franchises that established their rates pursuant to the benchmark formula will be set in accordance with Commission Form 1200, as of the Publication Date, and then adjusted at Continental's option for: (a) any channels added pursuant to the Commission's  ?` <GoingForward rules; (b) an amount which yields the total revenues foregone by the 15% to 20% Lifeline Basic rate reduction; and (c) pursuant to Commission rules, any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction.  ?<` `  , b.hRegulated CostofService Franchises.  ?P<` `  ,h 1).hhBST Rate. By January 1, 1996, the BST rate for all Continental franchises that filed a BST costofservice justification, including those franchises that opt out of the costofservice  ?<Refund settlement under section III.I, will be reduced a minimum of 15% below either the level that would be allowable based on the Form 1200 or the Current Rate, as of the Publication Date, whichever is lower, and then adjusted at Continental's option, pursuant to Commission rules, for any previously unrecovered inflation and external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction."%60*((-"Ԍ ?<` `  ,h 2).hhCPST Rate. By January 1, 1996, the CPST rate for all Continental franchises that filed a CPST costofservice justification will  ?<be maintained at the Current Rate , and then adjusted at Continental's option for: (a) any channels added pursuant to the  ?<Commission's GoingForward rules; (b) an amount which yields the  ?` <total revenues foregone by the 15%  to 20% Lifeline Basic rate reduction; and (c) pursuant to Commission rules, any previously unrecovered external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction, and for inflation for the period beginning on either July 1, 1994, or the effective date of the last CPST rate increase in the franchise, if any, whichever is later.  ?P<` `  , c.hUnregulated Franchises.  ?<` `  ,h 1).hhBST Rate.  ?p<` `  ,hhhi.By January 1, 1996, the BST rate  ?<for all franchises that are unregulated as of the Publication Date will be reduced a minimum of 15% below the Current Rate, and then adjusted at Continental's option, pursuant to Commission rules, for any previously unrecovered external costs that have accrued through the most recently completed calendar quarter  ? <prior to such Lifeline Basic rate reduction, and for inflation for the period beginning on either July 1, 1994, or the effective date of the last BST rate increase in the franchise, if any,  ?%<whichever is later.   "%70*((-"Ԍ ?<` `  ,hhhii.Since approximately 60% of Continental's BST customers are in unregulated franchises, this provision will assure rate stability and provide other benefits for approximately 1.8 million Continental customers whose rates are unregulated as of the Publication Date.  ?<` `  ,hhhiii.The order approving the Contract shall affirmatively find that rates set pursuant to this paragraph are reasonable under the Act and the Commission's rules.  ?<` `  ,h 2).hhCPST Rate.  ?<` `  ,hhhi.By January 1, 1996, the CPST rate for all franchises that are unregulated as of the Publication  ?<Date will be maintained at the Current Rate, and then adjusted at Continental's option for: (a) any channels added pursuant to the  ?<Commission's GoingForward rules; (b) an amount which yields the total revenues foregone by the 15% to 20% Lifeline Basic rate reduction; and (c) pursuant to Commission rules, any previously unrecovered external costs that have accrued through the most recently completed calendar quarter prior to such Lifeline Basic rate reduction, and for inflation for the period beginning on either July 1, 1994, or the effective date of the last CPST rate increase in the franchise, if any, whichever is later.  ?`"< ` `  ,hhhii.Since approximately 46% of Continental's CPST customers are in unregulated franchises, this provision will assure rate stability and provide other benefits"%80*((-" for approximately 1.3 million Continental customers whose rates are unregulated as of the Publication Date.  ? <` `  ,hhhiii.The order approving the Contract shall affirmatively find that rates set pursuant to this paragraph are reasonable under the Act and the Commission's   rules.  ?` <` `  , d.` hEquipment and Installation Rates for All  ?( <Systems. (# In order to reduce accounting and regulatory costs, minimize fluctuations in consumer equipment prices, and eliminate large increases in such prices as system upgrades occur pursuant to the  ?h<terms of section III.E., Continental will be permitted to average broad categories of equipment such as addressable and nonaddressable converters, and remotes and various installation costs for all its systems on a statewide or regionwide basis. For purposes of this Contract, "regionwide" refers to Continental's five operating regions, described in Exhibit 6 to this Contract, and any reasonable modifications to such regions.  ?X< C.` ` Limitations on Rate Increases .(#`  ?<` ` 1. ,BST Rates. After a Continental franchise's rates are restructured as required under the "Rate Stability Plan" described in the previous section, future BST rate increases will be governed by the Commission's rules regarding the pass through of external cost increases, inflation, and the rules governing LFA authority to review and approve such increases. "H&90*((-"  ?<` ` 2. ,CPST Rates.  ?<After a Continental franchise's rates are restructured as required under the "Rate Stability Plan" as described in the previous section, future CPST rate increases will be governed by the Commission's rules regarding the pass through of external cost increases and inflation and by the GoingForward rules, except as modified herein. Specifically, Continental will be entitled to conduct a second round of channel additions over the threeyear period from 1998 through 2000 in accordance with the existing GoingForward rules. Any complaint regarding future CPST rate increases will also be governed by Commission rules, including the established time period for filing complaints about  ?<such increases. hhh  ?P<` ` 3. ,Equipment and Installation Rates. Beginning on January 1, 1996, Continental will file annual  ?p<updates to its Form 1205 equipment and installation rates with the Commission. The Commission shall review each updated Form 1205. Continental may begin charging revised equipment and installation rates to customers based upon the updated Form 1205 upon thirty (30) days notice. These revised equipment and installation rates will be subject to refund if the Commission later concludes that lower statewide or regionwide rates are called for by the Form 1205 and applicable rules. Such statewide or regionwide equipment and installation charges as Continental establishes and the Commission approves pursuant to this Contract shall be subject to enforcement by local"':0*((." franchising authorities. Should any LFA find that Continental's equipment and installation rates exceed those permitted by the Commission, the LFA may order Continental to make refunds of any excess charges as necessary to comply with the average equipment and installation charges permitted by the Commission.  ?<XX` ` 4.X ,Waiver of Right to File CostofService Cases for  ?<Future Rate Increases. (# Upon the Effective Date of the Contract, Continental agrees not to file costofservicebased rate justifications for any future rate increases in any franchise covered by this Contract during the period that the Contract remains in effect. However, where an LFA requires Continental to upgrade a system beyond the capacity level which Continental had otherwise proposed for such system, pursuant to its obligations under section III.E., Continental shall have the right to use other mechanisms permitted by law or regulation to recover the incremental costs incurred to upgrade such system from the proposed level to the LFArequired level. Such mechanisms may include, but are not limited to, external cost pass throughs, incentive upgrades, or streamlined costofservice rules. No cost recovery through such mechanisms shall be deemed to reduce Continental's obligation to invest $1.35 billion in system upgrades by December 31, 2000, as specified in section III.E.  ?(#< D.` ` Resolution of Existing Rate Cases.  ?$<` ` 1. ,All CPST benchmark and BST and CPST costofservice cases currently pending before the Commission are"H&;0*((-" resolved and finally terminated as part of the adoption of this Contract.  ? <` ` 2. ,All BST costofservice cases currently pending before an LFA are resolved and fully terminated as part of the adoption of this Contract, subject to the right of LFAs to "opt out" of BST costofservice Refund settlements under the terms of section III.I. below.  ? <` ` 3. ,Continental accepts the jurisdiction of the Commission over it and the subject matter of these rate settlements for purposes of this Contract and the order approving this Contract.  ?0<` ` 4. ,The Commission has reviewed Continental's CPST benchmark and BST and CPST costofservice filings. In light of this review, the covenants and representations contained in this Contract, and in express reliance thereon, and in order to conserve Commission resources, avoid litigation costs, and achieve the other benefits to the public contained in the Contract, the Commission agrees to resolve and terminate all cases involving Continental currently pending before it and all pending BST costofservice cases currently pending before LFAs, subject to the right of LFAs to "opt out" of the BST costofservice Refund settlement under the terms of section III.I below.  ?`"<` ` 5. ,This settlement is without a finding by the Commission of any wrongdoing by Continental. Further, the Commission agrees that it will not institute, on its own motion, any proceedings against Continental based upon the information"'<0*((." obtained during the consideration of the Contract. In addition, in the absence of additional facts, the Commission agrees that any allegations and other circumstances involved in consideration of this Contract or settlement of the pending rate cases will not be used against Continental with respect to any future proceedings at the Commission. Nor may they be used against Continental as evidence of any refund liability due subscribers in any proceeding conducted by any LFA that elects to opt out of the BST costofservice Refund settlement pursuant to section III.I. below.  ?<` ` 6. ,Similarly, neither the Contract, nor any settlement contained herein, constitutes an admission by Continental of any violation of, or failure to conform to, any law, rule, or policy.  ?<` ` 7. ,In consideration for the Commission's agreement to enter into this Contract and resolve and terminate pending benchmark and costofservice cases in accordance with the terms of this Contract, Continental hereby agrees to the terms, conditions, and procedures contained in the Contract, which Continental and the Commission believe will facilitate a fair and expeditious resolution of these cases in a manner that serves the public interest.  ?`"<` ` 8. ,Continental waives any rights it may have to judicial review, appeal, or rights otherwise to challenge or contest the validity of any order adopting this Contract, or to use this Contract as evidence in any such proceeding. "'=0*((."  ?< Continental agrees that the provisions of this Contract shall be incorporated by reference in the order formally approving this Contract. Continental and the Commission agree that they will each actively defend any order adopting the provisions of the Contract against any appeal of or other legal challenge to such an order by any third party. Continental and the Commission each agree that they will reasonably cooperate with the other in any such defense of the Contract.  ? <` ` 9. ,Continental agrees that any violation of this Contract or the order approving this Contract shall constitute a violation of a Commission order, entitling the Commission to exercise any rights and remedies attendant to the enforcement of a Commission order.  ?P<` ` 10. ,The Commission and Continental further agree that the effectiveness of this Contract is expressly contingent upon resolution and termination of Continental's CPST benchmark and BST and CPST costofservice proceedings (except as LFAs may elect to opt out of the BST costofservice Refund settlement under section III.I. below), issuance of an order approving the Contract, and Continental's compliance with the terms, conditions, and procedures set forth in the Contract. If this Contract is not approved by the Commission and accepted by Continental, or if the Contract is otherwise rendered invalid, in whole or in part, by final order of any court of competent jurisdiction, the Contract or such part may not be used in any fashion in any legal proceeding."'>0*((."Ԍ ?<` ` 11. ,If the Commission, or the United States on behalf of the Commission, brings an action in any United States District Court to enforce the terms of the order approving the terms of this Contract, Continental agrees, subject to the terms of the previous paragraph, that it will not contest the validity of the  ?<order, and will consent to a judgment incorporating the terms of this Contract.  ? < E.` ` Infrastructure Upgrade Commitment.  ? <` ` 1. ,Infrastructure Upgrade: Financial. Continental commits to invest at least $1.35 billion from January 1, 1995 through December 31, 2000, to substantially upgrade all of its cable systems nationwide so as to meet the technical upgrade commitment specified in the next paragraph. Continental will make an annual investment for rebuilds and upgrades of its United States cable systems which is at least 120% of its average aggregate annual capital expenditures from 1990 through 1994. Accelerated expenditures will be credited toward future years during the Contract period. All of the $1.35 billion will be dedicated to Continental cable systems within the United States.  ?@<` ` 2. ,Infrastructure Upgrade: Technical. The investment commitment described in the previous paragraph will be used to upgrade and rebuild Continental's U.S. "`"?0*((@)" cable systems so that, by December 31, 2000, the following minimum conditions will be met:  ? <X"X` ` For each Continental cable system less than 550 MHz, channel capacity will increase by a minimum of 20% of its capacity, measured in MHz. `  ?<X" X` ` All Continental subscribers will be served by a system with a capacity of at least 550 MHz;(#`  ? <X"X` ` At least 50% of Continental subscribers will be served by a system with a capacity of at least 750 MHz; `  ?<X"X` ` Systems serving at least 85% of Continental subscribers will utilize fiber optic technology to transport signals from the system headend to neighborhood nodes; `  ?<"` ` All Continental systems will utilize addressability or other suitable technology to make interactive services available to subscribers and to enhance the ability of consumers to make service choices. Continental will use its best efforts to deploy new technology in a manner that is not disruptive to consumers; andx`  ?`"<X"X` ` System reliability and picture quality will be improved through the replacement of active components (amplifiers) with passive conductors  ?'<(fiber). ` "'@0*((."Ԍ ?<` ` 3. ,Infrastructure Upgrade: NonDiscrimination. Continental will distribute its system upgrade efforts so as not to discriminate among subscribers based on socioeconomic   status.  ?@<` ` 4. ,Infrastructure Upgrade: Failure to Meet   Investment Target.(#  ?< If, at the end of any calendar year, Continental has failed to invest at least 85% of the annual amount committed to infrastructure upgrades, taking into consideration accelerated payments from previous years as described in paragraph 1 of this section, Continental will be required to make an inkind Refund equal to the amount by which that year's capital expenditure falls short of its required annual investment. Any Refund applicable to a given year may be stayed, at Continental's option, for one year to allow Continental to meet its upgrade investment commitment by the end of the following year. If by the end of the following year Continental has met its investment commitment for the previous year, then no Refunds shall be due. Refunds shall be structured so as to compensate those customers who have not benefitted from the technical upgrade requirements set out in paragraph 2 of this section.  ? < F.` ` Migrated Product Tiers and New Product Tiers.  ?!<` ` 1. ,Migrated Product Tiers.  ?(#<` `  ,a.hOn each of its systems, Continental may move a maximum of four CPST services to a single "Migrated Product Tier" ("MPT"). Because the MPT will initially consist of services subscribers have already asked to receive, Continental"'A0*((/" will not be required to remarket the MPT to existing  ?<subscribers. These migrated channels may also be offered on an a  ? <la carte basis. Continental may not require the subscription to  ?<any tier, other than the BST,% Y-ԍThe purchase of the BST will continue to be required pursuant to Commission rules.  Y-See Act,  623(b) (8) (A); Rate Order, 8 FCC Rcd. at  165. as a condition for subscribing to an MPT, and may not require subscription to an MPT as a condition  ?<for subscribing to a CPST.  ?` <` `  ,b.hInitially, Continental will set the rate for a franchise's MPT at the same level, on a per channel basis, that is set for that franchise's CPSTs under section III.B.2. above. There will be no limitation on the number of new services Continental may add to an MPT. Continental may increase the price of an MPT to reflect new services added to the MPT by an amount not to exceed $.20 per added channel, plus the actual license fee(s) for the added channel(s).  ?<` `  ,c.hBecause customers will be able to subscribe to CPST(s) and an MPT on a standalone basis, the Commission will regulate MPT prices as of January 1, 1997 in the same manner in which the Commission currently regulates NPT prices. Prior to January 1, 1997, inflation and external cost increases will be permitted on the migrated services in the manner permitted for CPSTs under section III.B.2.  ? <` ` 2. ,New Product Tiers. On or after January 1, 1997, Continental may convert the MPT in each system into an NPT, as defined in 47 C.F.R. 76.987,"#Bb0*(( +" including subsequent clarifications or amendments. These NPTs will be treated as all other NPTs under the Commission's rules, provided the tier is offered without a buythrough requirement of any tier other than the BST. Also, nothing in the Contract shall be construed to prevent Continental from creating other NPTs  ?<and/or offering a la carte channels pursuant to Commission rules.  ?` <X G.X` ` Franchises Subject to Effective or PriceConstraining   Competition.(#`  ? < The rate regulation terms of this Contract shall not apply to those Continental franchises that the Commission has found to be: (1) subject to effective competition under the Act; or (2) price constrained by competition. However, Continental's upgrade commitments set out in section III.E. continue to apply to such franchises.  ?<  H.` ` Acquired and Divested Systems.  ?<` ` 1. ,Cable systems acquired by Continental after the Publication Date, either through direct purchase or a system trade, may be incorporated into this Contract only after the acquisition has closed and the Commission and Continental have agreed on an amendment to include such systems under this Contract. Notwithstanding the foregoing, Continental will not be permitted to create an MPT pursuant to this Social Contract for acquired systems if NPTs already exist in those systems as a  ?(#<result of a la carte packaging by the prior owner(s) of such systems.  ?H&<` ` 2. ,Rate, MPT, and GoingForward adjustments which Continental has implemented under the Social Contract will"'C0*((/" continue to apply to cable systems divested by Continental through a system sale or trade. Other rights and obligations will apply only if the new owner notifies the Commission that it agrees to be bound by the same or similar terms and conditions as those contained in the Social Contract. Continental will not be relieved of its total investment requirement under Section III.E.1.; the investment requirement will continue to exist for Continental systems, including systems acquired through system trade after the Publication Date.  ?<  I.` ` Local Franchising Authority Right to Opt Out of the  ?<CostofService Refund Settlement. (#`  ?h<` ` 1. ,Right to Opt Out. LFAs with pending BST costofservice cases will have the opportunity to "opt out" of the BST costofservice Refund settlement provisions of this Contract and resolve any amounts owed to customers in such franchises with Continental pursuant to Commission rules. To opt out of such provisions, an LFA must provide written notice to the Commission of its decision to do so no later than thirty (30) days following the release of the Commission's order.  ?x<` ` 2. ,Effect of Opting Out. (#  ? <` `  ,a.hIn any franchise area where the LFA has opted out, Continental shall not be required to provide any Refunds to BST customers, as provided for in section III.A.1.a. Rather, the amount of refund liability, if any, must be independently determined by the relevant LFA using the Commission's established "costofservice" rate regulations and procedures. Additionally,"'D0*((/" an LFA may not use the facts or circumstances of this Contract, including any Refunds agreed upon by Continental or Continental's agreement to reduce rates and to create a Lifeline Basic tier, as evidence in any rate proceeding of any refund liability due BST subscribers.  ?<` `  ,b.hIn any franchise where the LFA opts out under this section, Continental retains the right to pursue any and all legal remedies regarding the decisions of the LFA, including appeals to the Commission and/or to appropriate state, local, and/or federal courts.  ?< J.` ` Reporting Requirements.   ?0<` ` 1. ,No later than ninety (90) days following the end of each calendar year that the Contract is in effect, Continental will provide an annual progress report to the Commission outlining the amount of capital investment Continental has made in compliance with section III.E.1.; the number of subscribers affected by such capital investment; system reliability and service improvements resulting from upgrades completed during the previous calendar year; and Continental's projected expenditures and upgrades for the following year. Continental shall serve all Continental LFAs with a copy of the annual progress report.  ? <` ` 2. ,The Commission shall have the right to inspect the books and records of Continental to verify compliance with the terms of this Contract and to interview corporate employees. "#E0*(( +"  ?< K.` ` Modification and Termination.  ?<` ` 1. ,The Contract may not be terminated or modified without the mutual agreement of Continental and the Commission. The Commission's consent to any such termination or modification shall be demonstrated by an order issued by the Cable Services Bureau or, at the Commission's option, by the Commission itself.  ?` <` ` 2. ,Any proposed modification to the Contract will be placed on public notice. Continental shall serve all LFAs affected by the proposed modification with a copy of the public notice. The notice shall state that the LFAs may submit comments to the Commission and shall provide one copy to Continental no later than thirty (30) days following the release date of the public notice. Continental shall have 15 days to file reply comments.  ?<` ` 3. ,If the laws or regulations applicable to any services offered in any Continental franchise change during the term of the Contract in a manner that would provide a material favorable financial impact on Continental, then at any time after such change has occurred, Continental may petition the Commission to terminate this Contract. The Commission shall act expeditiously on such petition, and grant of the petition will not be unreasonably withheld. Continental shall serve all Continental LFAs with a copy of any petition for termination. The notice shall state that the LFAs may submit comments to the Commission and shall provide one copy to Continental no later"%F0*((-" than thirty (30) days following the date the petition is filed with the Commission. Continental shall have 15 days to file reply comments.  ?<  L.` ` All Necessary Waivers and Preemptions Deemed Granted. (#` In addition to the specific waivers of the Commission's rules identified in the Contract, the order approving the Contract shall affirmatively state that any and all waivers of the Commission's rules, and any modifications to Commission forms, necessary to effectuate the terms of the Contract are deemed to be granted. The Commission will not assert in any proceeding that Continental's compliance with the terms of the Contract violates any Commission rule or order, and, in any proceeding before the Commission brought by a third party, a showing by Continental that it has complied with the terms of the Contract shall constitute a defense to any claim that Continental's actions in meeting the terms of the Contract constitute a violation of any applicable Commission rule or   order.   ? < M.` ` Term.   This Contract shall become effective when the Commission adopts an order approving the Contract and shall continue in effect through December 31, 2000, subject to section III.K. above   regarding modification and termination.  ?#< N.` ` Service of Contract and Public Notice on Interested   Parties.(#`  ?H&< Continental will serve a copy of this Social Contract and the Public Notice announcing this proposed resolution, as well as"'G0*((/" a copy of the Social Contract as adopted, on all Continental LFAs and also will serve all parties to any pending Continental costofservice or benchmark rate proceeding.  ?< O.` ` Public Notice. (#`   The Commission will promptly issue a public notice in which the Commission proposes to adopt the Contract as a final order governing Continental's provision of cable services, and shall provide interested parties with thirty (30) days to comment on the Contract and an additional fifteen (15) days in which to file reply comments.  ?< P.` ` Entire Agreement. This Contract and its exhibits, as either or both may be amended in accordance with the terms herein, constitute the entire agreement between Continental and the Commission with respect to the subject matter of this Contract and supersede all prior agreements and understandings, whether oral or written, between Continental and the Commission with respect to the subject matter of this Contract. No representation, warranty, promise, inducement, or statement of intention has been made by Continental or the Commission which is not embodied in this Contract, and neither party shall be bound by, or be liable for, any alleged representation, warranty, promise, inducement, or statement of intention not embodied in this Contract or its exhibits."#H0*(( +"  ?< Q.` ` Severability. If any provision, clause, or part of this Contract is invalidated, the remainder of this Contract shall not be affected thereby and shall remain in effect; provided, however, that if such invalidation is material to this Contract, the parties shall negotiate in good faith to reconstitute the Contract in a form that is, to the maximum extent possible, consistent with the original intent of Continental and the Commission." I0*(( " IN WITNESS WHEREOF, this Contract has been duly executed and  ?<delivered by or on behalf of the parties hereto as of the Effective Date as defined herein.    ` `  ,hCONTINENTAL CABLEVISION, INC.  ?` <` `  ,hBy:hh__________________________  ?( <` `  ,hName:Robert J. Sachs  ? <` `  ,hTitle:Senior VicePresident ` `  ,hhhCorporate and Legal Affairs ` `  ,hhh ` `  ,hhh ` `  ,hFEDERAL COMMUNICATIONS COMMISSION  ?<` `  ,hBy:hh__________________________ ` `  ,hName: ` `  ,hTitle: "8J0*(("  H=x=#,< PE37,P#  9ddddKdd@ddddKdd@9 Y ddx !( K8A AriaY    * EXHIBIT 1 =COST OF SERVICE REFUNDS BASIC SERVICE TIER $5.00 PER SUBSCRIBER PAGE 1 OF 2    *     UUU12/31/94 BST SUBS    CALIFORNIA  U  # 1BALDWIN HILLS, CA0937#7,609    # 2CARSON, CA0439#12,562    # 3IICITY OF LA - AREA I, CA0808#I112,964    # 4  CITY OF LA - AREA J, CA0775# 13,995  I  # 5  CULVER CITY, CA0807# 7,594       # 154,724     = = =        FLORIDA   =   # 6  LAUDERHILL, FL0185# 12,991     # 7t t OAKLAND PARK, FL0503#t  f469     # 811PLANTATION, FL0008#123,257  t   # 9TAMARAC, FL0153#17,248  1  #53,965    hhh    %%ILLINOIS%  h  # 10BUFFALO GROVE, IL0515#10,802  %  # 11ELK GROVE VILLAGE, IL0518#8,532    # 12\\HOFFMAN ESTATES, IL0522#\11,184    # 13PALATINE, IL0491#10,066  \  # 14ROLLING MEADOWS, IL0521#5,685    #46,269    PPP      MASSACHUSETTS   P  # 15BERKLEY, MA0266#1,275     # 16BERNARDSTON, MA0088# f680    # 17DDBEVERLY, MA0124#D11,843    # 18BILLERICA, MA0079#9,864  D  # 19BOXFORD, MA0327#1,795    # 20{{BURLINGTON, MA0080#{6,368    # 2188CAMBRIDGE, MA0280#820,108  {  # 22CHESTER, MA0342# f259  8  # 23CLINTON, MA0175#4,562    # 24ooCONWAY, MA0325#o f263    # 25,,DEERFIELD, MA0090#,1,626  o  # 26DIGHTON, MA0265#1,534  ,  # 27  EASTHAM, MA0110# 2,576    # 28c!c!FREETOWN, MA0264#c!2,176     # 29 " "HAMILTON, MA0239# "1,939  c!  # 30""HOLLAND, MA0321#" f705   "  # 31##HUNTINGTON, MA0341## f463  "  # 32W$W$LAKEVILLE, MA0278#W$2,339  #  # 33%%LANCASTER, MA0237#%1,552  W$  # 34%%MARBLEHEAD, MA0263#%6,562  %  # 35&&MARION, MA0104#&1,555  %  # 36K'K'MARLBOROUGH, MA0122#K'10,608  &  # 37((MATTAPOISETT, MA0105#(2,140"'K=0*0*0*++"  K'  PAGE 2 OF 2      '''12/31/94 BST SUBS  j  MASSACHUSETTS  '  # 38MIDDLEBOROUGH, MA0254#5,330    # 39^^NEEDHAM, MA0199#^6,565    # 40NEWTON, MA0117#17,492  ^  # 41NORTHFIELD, MA0089# f828    # 42ORLEANS, MA0095#3,349    # 43RRPHILLIPSTON, MA0340#R f424    # 44PROVINCETOWN, MA0193#2,249  R  # 45ROCHESTER, MA0283#1,052    # 46  SHERBORN, MA0310#  f882    # 47F F SPRINGFIELD, MA0168#F 40,556     # 48  STONEHAM, MA0042# 6,573  F   # 49  SUNDERLAND, MA0091# 1,199     # 50} } TOPSFIELD, MA0288#} 1,637     # 51: : TRURO, MA0284#:  f411  }   # 52  WAREHAM, MA0106# 6,721  :   # 53WATERTOWN, MA0130#8,311     # 54qqWAYLAND, MA0267#q2,903    # 55..WELLESLEY, MA0241#.5,392  q  # 56WELLFLEET, MA0194#1,071  .  # 57WENHAM, MA0240# f994    # 58eeWESTHAMPTON, MA0322#e f376    # 59""WESTON, MA0268#"2,389  e  # 60WILMINGTON, MA0078#5,262  "  # 61WINCHENDON, MA0213#2,660    YY#Y217,418      Y  MISSOURI    # 62BELLEFONTAINE NEIGHBORS, MO0341#2,728    # 63MMBRENTWOOD, MO0374#M2,426    # 64  RIVERVIEW, MO0345#  f646  M  # 65UNIVERSITY CITY, MO0370#8,314     #14,114    AAA    NEW YORK  A  # 66BRIARCLIFF MANOR, NY0734#1,867    # 67xxCROTON-ON-HUDSON, NY1086#x1,869    # 6855NEW CASTLE, NY0732#54,391  x  # 69NORTH TARRYTOWN, NY0735#2,022  5  # 70PEEKSKILL, NY0284#6,390    # 71l l PHILIPSTOWN, NY1208#l  f934    # 72)!)!PLEASANTVILLE, NY0737#)!1,901  l   # 73!!TARRYTOWN, NY0738#!3,109  )!  ""#"22,483  !  `#`#`#     "  -$-$TOTAL4#-$#4508,973  b`# X-$-#XN\  PyoXP#"-$L0*0*0*2(Q'" 9ddddKdd@ddddKdd@9#,< PE37,P# Y !( K8A Aria A,(MA ArY   `# * EXHIBIT 2 =COST OF SERVICE REFUNDS RCABLE PROGRAMMING SERVICE TIER $4.50 PER SUBSCRIBER PAGE 1 OF 3   *   KKl12/31/94 CPST SUBS  CALIFORNIA  K#1CARSON, CA0439#)i12,548  #2CITY OF LA - AREA I, CA0808#%7109,529  #3?CITY OF LA - AREA J, CA0775#?)i13,857  #4DOWNEY, CA0922#)i13,773  ?#5LA MIRADA, CA0853#-7,701  #6v ORANGE COUNTY, CA0811#v -4,104  #73 POMONA, CA0810#3 )i13,082  v  # %7174,594  3      j FLORIDAj    #8' DEERFIELD BEACH, FL0281#' )i13,231  j #9 JACKSONVILLE, FL0398# %7163,328  ' #P10PLANTATION, FL0008#)i22,835   #P11^POMPANO BEACH, FL0302#^)i24,797  #P12SUNRISE, FL0207#)i22,264  ^#P13TAMARAC, FL0153#)i16,741  #P14WILTON MANORS, FL0280#-3,880  R#R%7267,076    RILLINOIS  #P15BUFFALO GROVE, IL0515#)i10,757  #P16FELK GROVE VILLAGE, IL0518#F-8,511  #P17HOFFMAN ESTATES, IL0522#)i11,143  F#P18MASCOUTAH, IL0834#-1,361  #P19}PALATINE, IL0491#})i10,018  #P20:PEOTONE, IL0542#:-1,002  }#P21ROLLING MEADOWS, IL0521#-5,667  :#P22UNINCORPORATED WILL COUNTY, IL1077, IL1080#)i17,934  q#q)i66,393  ..  qMASSACHUSETTS  .#P23BERKLEY, MA0266#-1,250  #P24eBEVERLY, MA0124#e)i11,556  #P25"BILLERICA, MA0079#"-9,466  e#P26BURLINGTON, MA0080#-6,111  "#P27CAMBRIDGE, MA0280#)i18,870  #P28Y CHESTER, MA0342#Y 4240  #P29!CONWAY, MA0325#!4254  Y #P30!DEERFIELD, MA0090#!-1,580  !#P31"DIGHTON, MA0265#"-1,519  !#P32M#EASTHAM, MA0110#M#-2,380  "#P33 $FREETOWN, MA0264# $-2,153  M##P34$HAMILTON, MA0239#$-1,877   $#P35%LAKEVILLE, MA0278#%-2,298  $#P36A&MARBLEHEAD, MA0263#A&-6,337"%M0*0*0*))"  %PAGE 2 OF 3      ''l12/31/94 CPST SUBS  j#P37MARION, MA0104#01467  '#P38MARLBOROUGH, MA0122#,10492  #P39^MATTAPOISETT, MA0105#^02039  #P40MIDDLEBOROUGH, MA0254#05213  ^#P41NEEDHAM, MA0199#06432  #P42NEWTON, MA0117#,17106  #P43RNORTHFIELD, MA0089#R4799  #P44ORLEANS, MA0095#03101  R#P45PROVINCETOWN, MA0193#02041  #P46 ROCHESTER, MA0283# 01045  #P47F SPRINGFIELD, MA0168#F ,40161   #P48 STONEHAM, MA0042# -6,375  F #P49 SUNDERLAND, MA0091# -1,146   #P50} TOPSFIELD, MA0288#} -1,585   #P51: TRURO, MA0284#: 4386  } #P52 WAREHAM, MA0106# 06389  : #P53WELLFLEET, MA0194#4931   #P54qWENHAM, MA0240#q4966  #P55.WESTON, MA0268#.02340  q#P56WILMINGTON, MA0078#-5,058  .#%7180,963  ee  "MICHIGAN"  e#P57WEST BLOOMFIELD, MI0868#,16246  "  YMINNESOTAY  #P58ST. PAUL, MN0424#,45591  Y  MISSOURI  #P59MCLAYTON, MO0373#M03124  #P60 LAKE ST. LOUIS, MO0490# 02530  M#P61MOLINE ACRES, MO0344#4587   #P62UNIVERSITY CITY, MO0370#-8,260  A#A)i14,501    ANEW HAMPSHIRE  #P63xDURHAM, NH0085#x01750  #P645KENSINGTON, NH0168#54445  x#P65NEWMARKET, NH0072#02445  5#04640"*N0*0*0*"e""  PAGE 3 OF 3      ''l12/31/94 CPST SUBS  jNEW YORK  '#P66CROTON-ON-HUDSON, NY1086#01849  #P67^MOUNT PLEASANT, NY0731#^06296  #P68NEW CASTLE, NY0732#04364  ^#P69NORTH TARRYTOWN, NY0735#01990  #P70OSSINING TOWN, NY0733#01714  #P71ROSSINING VILLAGE, NY0736#R05319  #P72PEEKSKILL, NY0284#06318  R#P73PLEASANTVILLE, NY0737#01878  #P74 TARRYTOWN, NY0738# 03078  F #F ,32806       F  VIRGINIA    #P75} JAMES CITY COUNTY, VA0270#} ,15609   : :     }   _TOTAL#%7818,419  n:  X-#XN\  PyoXP#"O0*0*0*" 9ddddKdd@ddddKdd@9#,< PE37,P# Y A,(MA Ar a(P8A AriaY    :  * EXHIBIT 3 jFORM 393 REFUNDS ONLY RCABLE PROGRAMMING SERVICE TIER $2.00 PER SUBSCRIBER PAGE 1 OF 1   *   KKK12/31/94 CPST SUBS  CONNECTICUT  K# 1EAST GRANBY, CT0132#1,329  # 2EAST WINDSOR, CT0135#2,868  # 3??ENFIELD, CT0129#?12,944  # 4GRANBY, CT0131#2,673  ?# 5HARTLAND, CT0130# f326  # 6v v SOMERS, CT0136#v 2,196  # 73 3 STAFFORD, CT0137#3 3,336  v # 8  SUFFIELD, CT0133# 3,257  3 # 9  UNION, CT0138#  f161   # 10j j WINDSOR LOCKS, CT0134#j 3,790   ' ' #' 32,880  j      ' MASSACHUSETTS   # 11^^ARLINGTON, MA0115#^11,536  # 12DEDHAM, MA0238#5,827  ^# 13EAST BRIDGEWATER, MA0253#3,228  # 14GRANBY, MA0118#1,568  # 15RRGRANVILLE, MA0326#R f379  # 16HANOVER, MA0244#3,380  R# 17HANSON, MA0215#2,488  # 18HINGHAM, MA0251#5,353  # 19FFHOLBROOK, MA0190#F2,968  # 20HOLYOKE, MA0034#11,584  F# 21IPSWICH, MA0142#3,446  # 22}}LONGMEADOW, MA0138#}4,722  # 23::MILTON, MA0163#:6,141  }# 24NATICK, MA0141#7,835  :# 25NORTH ANDOVER, MA0102#6,746  # 26qqNORWELL, MA0206#q2,601  # 27..QUINCY, MA0126#.27,085  q# 28RANDOLPH, MA0212#8,764  .# 29REVERE, MA0032#13,616  # 30eeWEST BRIDGEWATER, MA0235#e1,790  # 31""WEST NEWBURY, MA0188#" f970  e# 32WHITMAN, MA0200#3,627  "#135,654  Y Y Y   !!MICHIGAN!  Y # 33!!HAZEL PARK, MI0627#!4,681  !"""     !  ]#]#TOTAL"#]#"173,215  ," X]#-#XN\  PyoXP#"]#P0*0*0*Q'p&" #,< PE37,P#9ddddKdd@ddddKdd@9 ^ a(P8A Aria (QpA Aria^    " * EXHIBIT 4 QFORM 1200 REFUNDS ONLY RCABLE PROGRAMMING SERVICE TIER $8.00 PER SUBSCRIBER PAGE 1 OF 2   *   KKK12/31/94 CPST SUBS  CALIFORNIA  K#1LIVE OAK, CA0700#</ 1,214  #2SUTTER COUNTY, CA0011,CA0663,CA1170#</ 7,123  #3??YUBA CITY, CA0012#?810,987  #819,324  ?  v v IOWAv   #43 3 KEOKUK, IA0019#3 </ 4,137  v      3   ILLINOIS    #5j j QUINCY, IL0057#j 812,267   ' ' '   j   MICHIGAN   ' #6BLACKMAN TOWNSHIP, MI0037#</ 4,044   #7^^DEARBORN HEIGHTS, MI0806#^816,124  #8DELTA TOWNSHIP, MI0259#</ 8,620  ^#9DEWITT TOWNSHIP, MI0370#</ 2,751  #10GRAND LEDGE, MI0342#</ 2,397  #11RRJACKSON, MI0038#R810,770  #12LANSING, MI0242#834,868  R#13LANSING TOWNSHIP, MI0335#</ 3,117  #14WATERTOWN TOWNSHIP, MI1825#C 154  #15FFWESTLAND, MI0910#F823,356  #16WINDSOR TOWNSHIP, MI1826#G 13  F#4106,214  }}}  ::NEW HAMPSHIRE:  }#17BOW, NH0082#</ 1,550  :#18CONCORD, NH0020#813,089  #19qqPORTSMOUTH, NH0029#q</ 8,030  #20..SALEM, NH0037#.</ 8,317  q#830,986  ."#Q0*0*0*J"  12/31/94 CPST SUBS  zzOHIOz  #2177BEAVERCREEK (KETTERING), OH1350#7 Oǥ/; 10024  z#22BELLBROOK, OH0767# )O?P 2202  7#23CENTERVILLE, OH0497# ƨ$?P 7109  #24nnELYRIA, OH0693#n; 13228  #25++FAIRBORN, OH0295#+?P 9111  n#26HUBER HEIGHTS, OH0372#; 10817  +#27KETTERING, OH0496# –U/; 18615  #28bbMIAMISBURG, OH0500#b ªæ??P 4951  #29MORAINE, OH0509#?P 1317  b#30NEW CARLISLE, OH0689#?P 1545  #31  NEW RUSSIA TOWNSHIP (ELYRIA), OH1607#  _G 22  #32V V NORWALK, OH0038#V ?P 5038   #33  OAKWOOD, OH0498# ?P 2763  V #34  SPRINGBORO, OH1245#  1O?P 2279   #35  SPRINGFIELD, OH0279# ; 18327   #36J J WASHINGTON TOWNSHIP (KETTERING), OH0610#J  ȄJ?P 8278   #37WEST CARROLLTON, OH0499# đ/h?P 4358  J #4119,984         NNTOTAL#N4292,912  9 XN-#XN\  PyoXP#"NR0*0*0*:" #,< PE37,P#9ddddKdd@ddddKdd@9 ^ (QpA Aria (S8A Aria^     * EXHIBIT 5 UCOMBINED FORM 393 AND FORM 1200 REFUNDS RCABLE PROGRAMMING SERVICE TIER $10.00 PER SUBSCRIBER PAGE 1 OF 1   *   KKK  12/31/94 CPST SUBS  KMASSACHUSETTS  # 1COHASSET, MA0207#2,009  # 2??NEWBURY, MA0143#?1,778  # 3ROWLEY, MA0216#1,371  ?# 4SCITUATE, MA0208#5,374  v v #v 10,532  3 3 3   v   MICHIGAN   3 # 5  DEWITT, MI0635# 1,313   j j j    ' ' MISSOURI'   j # 6  ST. LOUIS COUNTY (AREA B), MO0292# 10,617  '    ^^OHIO^  # 7ATHENS, OH0029#5,029  ^# 8BAY VILLAGE, OH0739#4,578  # 9CIRCLEVILLE, OH0311#3,369  # 10RREASTLAKE, OH0699#R5,733  # 11MENTOR, OH0740#14,598  R# 12WILLOUGHBY HILLS, OH0801#2,065  #35,372  FFF       TOTAL(#(57,834  F "S0*0*0*#"  H=x EXHIBIT 6 ă CONTINENTAL CABLEVISION, INC.  H=xOPERATING REGIONSă  H=(x Northeast : Connecticut, Maine, Massachusetts, New Hampshire, ` ` New York  H=<x Southeast : Florida, Georgia, Virginia  H=x Midwest :X Michigan, Ohio(#  H=Z x Central :X Illinois, Iowa, Minnesota, Missouri(#  H= x Western :X California, Nevada(# "n T0*0*0* "