THIS AGREEMENT, made and entered into this (9% day of

Transcription

1 TOWN OF BOOTHBAY HARBOR FRANCHISE AGREEMENT THIS AGREEMENT, made and entered into this (9% day of 9, 1991, by and between the INHABITANTS OF THE TOWN OF BOOTHBAY HARBOR, County of Lincoln and State of Maine, a municipal corporation, (hereinafter referred to as the "Town") and UNITED VIDEO CABLEVISION, INC., with a place of business at 400 Old County Road, Rockland, Knox County, State of Maine (hereinafter referred to as the "Company"). WHEREAS, the Town is desirous of entering into an agreement(s) for the purpose of extending the grant of a non-exclusive cable television franchise with the municipality and establishing procedures governing cable television systems. NOW, THEREFORE, the parties hereto agree in consideration of the promises, mutual covenants and other good and valuable consideration, as follows: SECTION 1. THE COMPANY'S OUALIFICATIONS. The Company expressly warrants that the Company is a legal entity in the State of Maine capable of entering into the legal arrangements identified in the within Agreement and the Company warrants that said Company possesses the financial, technical and other qualifications necessary to provide the services as outlined in the Agreement and that the construction arrangements for the facilities and the system necessary for provision of services as identified in the Agreement are adequate and feasible.

2 .. ' SECTION 2. GRANT OF FRANCHISE. The Town grants to the company the non-exclusive right, privilege and franchise for the construction, maintenance and operation of television transmission and distribution facilities and extensions thereto commonly referred to as a cable television system in the Town of Boothbay Harbor, Maine for one period of fifteen (15) years. The cable television system for which this franchise is granted shall be for the purpose of transmission and distribution of audio and visual impulses and television energy as hereinafter defined, in accordance with the laws and regulations of the United States of ~merica, the State of Maine and the ordinances and regulations of the Town now in existence or hereinafter adopted. - SECTION 3. DEFINITIONS. For the purpose of this Agreement, the a following terms, phrases, words and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number and words in the singular number include the plural number. mandatory and not merely directory. The word "shallw is always a) "PersonIg shall mean any person, firm, partnership, association, corporation, company or organization of any kind. b) "Subscriber" shall mean any "person" so described in part (a) who purchases or receives service from the Company. c) "Cable television system" shall mean a system for the transmission of visual and/or audio signals by means of electrical

3 ~ impulses over coaxial cables or other suitable means, including the operations of a closed circuit television station for the transmission of local programs and events. d) "Franchise" shall meanthe authorization granted pursuant to this contract and applicable local and State law in terms of a privilege, permit and license to construct, operate and maintain a cable television system within the Town. e) "Streets" shall mean and include all lanes, avenues, sidewalks, alleys, bridges and other public thoroughfares in the Town over which the Town has jurisdiction to grant the rights provided for herein. f) "Antenna Service" shall initially include seven (7) channels of local broadcast programming and C-SPAN, as indicated in Exhibit A. g) "Family Cable Service" shall initially include Antenna Service plus the twenty-two (22) channels of satellite programming, as indicated in Exhibit A.. - ~.. -~ h) "Pay television service" or "premium service" shall mean a single channel and/or group of channels or programming available to a subscriber of Family Cable Service on an optional basis for an additional monthly fee. GENERAL FRANCHISE PROVISIONS SECTION 4. SERVICE STANDARDS. The Company shall maintain and operate its system and render efficient service in accordance with

4 -- - the rules and regulations as are, or may be set forth by the State of Maine, or by the federal government. SECTION 5. CONDITION OF STREET OCCUPANCY. a) Use. All transmission and distribution structures, lines and equipment erected by the Company within the Town shall be so located in accordance with this Agreement as to cause minimum interference with the rights or reasonable convenience of property owners who adjoin any of the said streets, alleys or other public ways and places. b) Restoration. Prior to any act causing a disturbance of pavement, sidewalk, driveway or other surfacing in a public way, the Company shall obtain the written permission of the Town Manager a or the Code Enforcement Officer for such activity, whose said permission shall not be unreasonably withheld. The Company shall, in a manner approved by the Town Manager or Code Enforcement Officer, replace and restore all paving, sidewalk, driveway or -.. surface of any street, public way, or alley disturbed, to substantially as good a condition as before said work was commenced in accordance with the ordinances of the Town. c) Relocation. In the event that at any time during the period of this franchise, the Town shall lawfully elect to alter or change the grade of any street, alley or other public way, the Company, upon reasonable notice by the Town, shall remove, relay, and relocate its poles, wires, cables, underground conduits, manholes and other fixtures at its own expense.

5 - d) Placement of fixtures. The Company shall not place poles, or other fixtures where the same will interfere with any gas, electric, or telephone fixture, water hydrant or main, and all other such fixtures placed in any street shall be placed on the outside of the sidewalk, near the property line; and those placed in alleys shall be placed close to the line of the lot abutting on said alley, and then in such a manner as not to interfere with normal travel on said streets, alleys, and public ways.. e) Temporary Removal of Wire for Building Movement. The Company shall, on the request of any person holding a building moving permit issued by the Town, temporarily raise or lower its wires to permit the moving of buildings. The expense of such temporary removal, raising, or lowering of wires shall be paid by the person requesting the same, and the Company shall have the authority to require such payment in advance. The Company shall be given not less than ten (10) days advance notice to arrange for such temporary wire changes f) Tree Trimming. The Company shall have the authority to trim trees upon and overhanging streets, alleys, sidewalks, and public places of the Town so as to prevent the branches of trees from coming in contact with the wires and cable of the Company. All trimming is to be done under the direction of the Town and at the expense of the Company. SECTION 6. SCOPE OF SERVICE PROVIDED BY COMPANY. The Company will provide the minimum of a system capable of carrying sixty-two (62)

6 @ - - channels of television with the capability to allow two-way communication designed to receive and transmit color and stereo television programming in the areas of line extensions designated in Exhibit C. The existing cable plant will be upgraded to the sixty-two (62) channel capacity as additional channel space is needed. The Company shall initially provide for the reception of the signals listed in Exhibit A, attached and incorporated in this Agreement by reference hereto, subject to FCC authorization. SECTION 7. LOCAL ACCESS. Company will provide a Video Cassette Recorder, character generator and one channel for local access use. A return path will be activated from the Boothbay Harbor High School located on Route 27, which may be used for "live" broadcasts. Company agrees to assist in administering the use of local access. It is understood that the use of the channel is to be shared with the Town of Boothbay. SECTION 8. FRANCHISE TERRITORY. The Company shall extend its existing cable plant to service all existing homes located on public roads within the Town that are not currently passed by cable plant as of the date of this Agreement as indicated on Exhibit C. Construction of these additional areas so indicated on Exhibit C shall begin within thirty (30) days of the Company's receipt of the authorization to attach to all necessary utility poles, which will be issued by the utility companies after they have completed all necessary make-ready, and shall be complete within twelve (12)

7 a.. months of receipt of such authorization. The Company will apply for and complete the necessary pole applications to the utility companies within thirty (30) days of the signing of this Agreement..-. SECTION 9. LINE EXTENSION POLICY. The Company shall make available cable television service to all homes within the present Town limits and all future annexed territories which are served by utility poles within the present Town limits and that have the greater of the equivalent of twenty (20) year-round customers to Family Cable service per aerial mile of contiguous cable including the cable required to reach such homes, or the equivalent of twenty-five (25) homes (occupied on a year-round basis) per contiguous aerial mile including the cable required to reach such homes. The Company shall extend the system to even lesser a population densities if the subscribers will agree to pay installation and monthly service charges equal to the revenues of twenty (20) paying Family Cable service subscribers per aerial mile -. of cable for a three (3) year period. At the termination of this initial three (3) year period under agreement between the Company and the subscribers in areas of lesser population density, each subscriber would have the option to cancel his service by notice to the Company provided by the subscriber at least thirty (30) days before the expiration of the agreement between the Company and the subscriber. In the event that the subscriber decides to retain the service of the Company, the agreement for the provision of this service is renewable automatically for additional periods of one

8 a (1) year, with the same right to cancel by notice given at least thirty (30) days prior to expiration of each additional year. - Grantee agrees to notify subscribers (in these low density areas), in writing, of their right to cancel service at least forty-five (45) days prior to expiration of the original term and any renewals. SECTION 10. COMPANY LIABILITY. The Company shall at all times indemnify, protect, and save harmless the Town and all of its agents and employees from and against all claims, demands, liabilities, and damages arising out of the construction, erection, location, installation, operation, maintenance, repair, replacement, or removal of the cable television system within the Town or any other acts of the Company, its agents or employees. The Company shall, at all times and at its own expense, maintain a comprehensive public liability insurance policy with a company authorized to do business in the State of Maine, insuring the Company and naming the Town as an additional insured against any liability, loss or damages for personal injuries, death and damage to property arising out of the construction, erection, location, installation, operation, maintenance, repair, replacement or removal of said cable television system, with minimal liability of five hundred thousand ($500,000) dollars for personal injury or death to any one person or damage to property arising from any one incident, and one million ($1,000,000) dollars for any injury or damage to property resulting from any one occurrence. The Company

9 -. agrees to provide such insurance and such evidence of insurance as -. satisfactory to the Town. The Company shall also carry Workmen's Compensation Insurance as required by the laws of the State of Maine. The policy or -policies referred to above shall contain a provision that written notice of any cancellation or reduction in coverage of said policy shall be served upon the Town at least thirty (30) days in advance of the effective date thereof. The Company shall file certificates of insurance evidencing the policies referred to above with the Town Clerk on or before July 1 of each year and before the commencement of any operations or construction in said Town under the terms of this SECTION 11. REVOCATION. The Town shall have the right to rescind or revoke the rights herein granted upon any substantial violation by the Company of any of the obligations and requirements contained herein after written notice by the Town to Company in continuation of such violation, failure, or default, provided that: a) Such written notice to the Company shall specify the manner in which the Company is in violation, failure, or default with respect to the franchise. b) Such default is not a result of any act of God, labor dispute, non-delivery by program suppliers or other force majeure. c) The notice given by the Town shall give the Company a specified, reasonable amount of time within which to correct the violation, failure, or default from the date of receipt of the

10 notice to the Company. In the case of an emergency, the Company a shall immediately take steps to correct the violation. SECTION 12. APPROVAL OF TRANSFER. This franchise may not be assigned (except to an affiliate of the Company) without the written approval of the Board 'of Selectmen. Approval shall not be unreasonably withheld. SECTION 13. FRANCHISE EXTENSION. Provided that there is no statute in effect in the State of Maine prohibiting the renewal of this franchise on the termination date of the initial term of this franchise, and provided that the Company is not engaged in revocation proceedings pursuant to Section 10 hereof, this franchise may be renewed for an additional period of fifteen (15) years on terms and conditions to be negotiated and in accordance with State and Federal law. SECTION 14. PAYMENT TO THE TOWN. The Company shall pay to the Town for the privilege of operating a cable television system under this franchise a sum equivalent to three percent (3%) of the annual gross subscriber revenues taken in and received by it on all retail sales of television signals generated from within the Town. Said revenue shall be paid to the Town on or before April 1 of each year for the previous calendar year ending December 31. Also at this time, an annual summary report showing gross revenues received by e the Company for its cable television operations within the Town

11 -. a during the preceding year shall be filed with the Town Clerk. SECTION 15. RECORDS AND REPORTS. The Town shall have access at all reasonable hours to all of the Company's plans and contracts, and engineering, customer, and service records relating to the property located within the Town and the operation of its cable television business to the Town. - SECTION 16. CUSTOMER COMPLAINTS. Complaints of customers concerning the quality of service shall be made to the office of the Company located in the Town of Rockland, either in person or by telephone. It is understood that the Company shall maintain a telephone at its office for complaints to be received during a regular working hours each day except Saturdays, Sundays and other holidays proclaimed by national, state, local government or Company authority. Complaints for other than regular working hours may be made to a separate telephone maintained for that purpose which shall be listed in the telephone directory, or the same telephone number may be used at the option of the Company. Complaints received during regular working hours shall be investigated by no later than the end of the next business day and those received at all other times shall be investigated within forty-eight (48) hours. If the problem is caused by Company equipment, it shall be repaired as soon as reasonably possible; provided, however, the Company does not guarantee in any way the functioning of television receivers owned by the customer.

12 a SECTION 17. COMPLIANCE WITH APPLICABLE LAWS AND ORDINANCES. The Company shall, at all times during the life of this franchise, be in compliance with all applicable Federal and State regulations. Also, the Company shall be subject to all lawful exercise of the police power by the Town and to such reasonable regulation as the Town shall hereafter by resolution or ordinance provide. - SECTION 18. PREFERENTIAL OR DISCRIMINATORY PRACTICES PROHIBITED. The.Company shall not, as to rates, charges, service facilities, public access facilities, rules, regulations, or in any other respect, make or grant any preference or advantage to any person, nor subject any person to prejudice or disadvantage, providedthat nothing in this franchise shall be deemed to prohibit the establishment of a graduated scale of charges and classified rate schedule to which any customer coming within such classification would be entitled. SECTION 19. EFFECTIVE DATE OF FRANCHISE. The franchise and rights herein granted shall take effect and be. in force from and after the final passage hereof, as required by law, and upon filing of acceptance by the Company with the Town Clerk. SECTION 20. JURISDICTION OF SUPERIOR SOVEREIGN. If during the term of this franchise the government of the United States or some agency thereof, or the government of the State of Maine or some agency thereof, should assume jurisdiction and control over the

13 .. construction, maintenance, operations, or other aspects of the cable television sevice regulated by the franchise, then to the extent that this Agreement or any part thereof is inconsistent with the authority or jurisdiction of such superior sovereign, it shall be null and void and provisions in this Agreement that are consistent with the exercise of jurisdiction by superior sovereign shall remain in full force and effect SECTION 21. SEPARABILITY. If any section, subsection, sentence clause, phrase or portion of this franchise is for any reason held invalid or unconstitutional by any court or competent jurisdiction, such portion shall be deemed a separate, distinct, and provision and such holding shall not affect the validity of the remaining portion thereof. SECTION 22. ENTIRE AGREEMENT. This Agreement supersedes in all respects any prior agreement(s) between the Town and Company, whether said agreements were entered into directly between the Town and the Company or assigned to, or received as its property in any other manner by the Company. Said prior agreement(s) shall become null and void and their terms unenforceable on the effective date of this Agreement. SECTION 23. DUPLICATE DOCUMENTS. This Franchise Agreement shall be signed in duplicate, each of which shall be considered an original.

14 SECTION 24. LEVEL PLAYING FIELD. The operation of any cable system within the Town shall be governed, at a minimum, by substantially the same terms and conditions of this Agreement. It being the intent of the Town that for so long as this Agreement shall remain in effect, the terms and conditions herein shall provide the minimum standards for any cable television system or operation within the Town. WITNESS : w Jerome TOWN OF BOOTHBAY HARBOR: : 1 stepheh Rubicam St. Clair Walter S. Reed, Jr. $olfins Hale Z4AdflZ Lawrence Flinn, Jr. President

15 EXHIBIT A BOOTHBAY HARBOR, MAINE Channel Line UD CH# Present Lineup Off-Air CH# Location Network * 2 C-SPAN ** 3 The Family Channel ** 4 ESPN ** 5 Cable News Network (CNN) * 6 WCSH Channel (6) ** 7 WWOR Channel (9) * 8 WMTW Channel (8) * 9 WMEA Channel (26) * 10 WCBB Channel (10) **I1 QVC * 12 WPXT Channel (51) * 13 WGME Channel (13) **I4 CNN Headline News ' **I5 Nashville Network **I6 WGN Channel (17) 17 The Disney Channel 18 Showtime **I9 Nostalgia Television 20 Cinemax 21 Home Box Office 22 NESN **23 TNT **24 Video Hits-1 **25 Discovery Channel **26 Nickelodeon **28 WTBS Channel (17) **29 Learning Channel **30 MTV **31 USA Network **32 The Weather Channel **33 Arts & Entertainment **34 Lifetime **35 SCNE **36 WSBK Channel (38) Virginia Bch Bristol, CT Atlanta, GA Portland Auburn Biddef ord Augusta Philadelphia Portland Portland Atlanta, GA Nashville Chicago, IL Anaheim, CA Boston, MA Atlanta, GA Atlanta, GA Atlanta, GA Woburn, MA Boston, MA Gov ' t Family Sports News NBC IND ABC PBS PBS Shop. FOX CBS News Music IND Premium Premium Variety Premium Premium Premium Variety Music Nature Child IND Variety Music Variety Weather Culture Variety Sports IND * Antenna Service ** These channels, together with Antenna Service, make up Family Cable Service.

16 Service Antenna Service Satellite Service(1) Family Cable Service Premium Service(2) Additional Outlet EXHIBIT B BOOTHBAY HARBOR, MAINE Standard Connection Charse Monthly Rate $ $ Total $ (1) Satellite Service is only available in combination with - Antenna Service. (2) Premium services are discounted in multiple-pay packages, and are available only to subscribers of Family Cable Service. NON-STANDARD CONNECTION CHARGES Aerial Drops feet from feeder 300ft Aerial Drops 500+ feet from feeder 300ft Underground Drops feet from feeder $0.55/ft beyond $1.05/ft beyond $.75/ft beyond 300ft Underground Drops 500+ feet from feeder material + labor + 10% Custom Installations material + labor + 10% NOTE : The rates and charges listed above reflect those in effect as of 6/1/91, and are subject to change.

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