CATV FRANCHISE AGREEMENT BETWEEN VERONA, MAINE A-R CABLE SERVICES, ME., INC. A SUBSIDIARY OF CABLEVISION

Transcription

1 CATV FRANCHISE AGREEMENT BETWEEN VERONA, MAINE AND A-R CABLE SERVICES, ME., INC. A SUBSIDIARY OF CABLEVISION February 14,1995

2 Section 1. Short Title Section 2. Definitions Section 3. Grant of Exclusive CATV Franchise and Authority to Construct and Use Facilities Section 4. Effective Date, Term, and Renewal Option Section 5. Compliance with Applicable Law and Police Powers Section 6. Indemnification and Insurance Section 7. Conditions of Street Occupancy Section 8. Operation, Service, and Maintenance of system Section 9. Rates-Discrimination Prohibited Section 10. A-R Cable Services, Me., Inc. Section 11. Abandonment of Service Section 12. Assignment Section 13. Construction Section 14. Equal Employment Opportunity Section 15. Proceedings Affecting A-R Cable Services, Me., Inc. Section 16. Severability Section 17. Cancellation of the Franchise Section 18. Disposition of Terminated Franchise Section 19 Force Majeure, Section 20. Effective Date :,.

3 CATV FRANCHISE A FRANCHISE OF THE TOWN OF VERONA, MAME, GRANTING TO A-R CABLE SERVICES, ME, INC., ITS SUCCESSORS AND ASSIGNS, THE FRANCHISE RIGHT, PRIVILEGE AND EXCLUSIVE AUTHORITY TO CONSTRUCT, ERECT, OPERATE AND MAINTAIN IN, ALONG, UPON, ACROSS, ABOVE, OVER AND UNDER THE STREETS, ALLEYS, PUBLIC WAYS AND PUBLIC PLACES, AND ALL EXTENSIONS THEREOF, AND ADDITIONS THERETO, IN THE TOWN OF VERONA, MAINE, POLES, WIRES, CABLES, UNDERGROUND CONDUITS, MANHOLES, CONDUCTORS, AND FIXTURES NECESSARY FOR THE MAINTENANCE AND OPERATION OF A COMMUNITY ANTENNA TELEVISION SYSTEM M THE TOWN OF VERONA, MAINE, AND SETTING THE TERM AND CONDITIONS OF THE FRANCHISE. WHEREAS, the Town of Verona is willing to grant to A-R Cable Services, Me., Inc. a franchise (the Franchise) upon the terms and conditions hereinafter set forth: NOW, THEREFORE, the Town of Verona, Maine, grants to A-R Cable Services, Me., Inc., its successors, heirs and assigns a Franchise to construct, own and operate a CATV system pursuant to the following terms and conditions: Section 1. Short Title Section 2. Definitrom This Franchise shall be known and may be cited as "Verona CATV Franchise.".. For the purpose of this Franchise the following terms, phrases, words, abbreviations 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 include the singular; and vice versa. The word "shall" is always mandatory and not merely directive.

4 (a) "Town" shall mean the Town of Verona, Maine, organized and existing under the laws of the State of Maine. (b) "CATV" shall mean community antenna television. (c) "Community antenna television system (or CATV system)" shall mean any facility that, in whole or in part, receives directly, or indirectly over the air, and amplifies or otherwise modifies the signals transmitting programs broadcast by one of more television or radio stations and distributes such signals by wire or cable to subscribing members of the public who pay for such service, but such term shall not include (1) any such facility that serves fewer than 50 subscribers, or (2) any such facility that serves only the residents of one or more apartment dwellings under common ownership, control, or management, and commercial establishments located on the premises of such apartment dwellings. (d) "Basic Cable Television" shall mean that package of signals, generally consisting of those television broadcast stations which the FCC requires a cable service to carry and such other services which are included as services covered by the basic charge for first outiet service. (e) "Pay Television" shall include any and all optional or additional services beyond the "Basic Cable Television" service for which the grantee charges a separate subscriber fee in addition to the basic charge including but not limited to those that require the grantee to pay royalty fees or per subscriber fees in order to distribute those services through the CATV system. (f) "Selectmen" refers to the Board of Selectmen of the Town of Verona, Maine, and "First Selectman" is the First Selectman of the Town of Verona, Maine.

5 (g) "FCC" is the Federal Communications Commission. (h) "Person" shall mean any person, firm, partnership, association, corporation, company or other organization of any kind. (i) "Subscriber" shall mean any "person" so described in subsection Q who purchases or receives service from A-R Cable Services, Me., Inc.. (j) "Franchise" shall mean the authorization granted hereunder relating to the right, privilege and exclusive authority to construct, erect, operate and maintain, in, upon, along, across, above, over and under the streets, alleys, public ways, utility easements, now laid out or dedicated, and all extensions thereof, and additions thereto, in the Town, a system of poles, wires, cables, optical fibers, underground conduits, manholes and other conductors and fixtures necessary to maintain and operate a CATV system. Se S ise and to Construct and Ucie Facilities (a) There is hereby granted by the Town to A-R Cable Services, Me., Inc. the non-exclusive franchise, right, privilege, authority, easement and license to install, own and operate within the boundaries of the Town a cable television (CATV) system. To that end, A-R Cable Services, Me., Inc. is authorized to construct, reconstruct, replace, remove, repair, erect, suspend, install, renew, maintain"and operate throughout the entire Town in, upon, dong, across, above, over and under the streets, avenues, highways, sidewalks, alieys, easements, public ways, public utility easements and all extensions thereof, and additions thereto, a system of poles, wires, cables, underground conduits, ducts, trenches, conductors, amplifying equipment, manhole fittings and any and all other fixtures, appliances and appurtenances necessary for the installation, maintenance and operation of such a system and necessary for the purpose of

6 distribution of signals to subscribers both within and beyond the limits of the Town. Without limiting the generality of the foregoing, this authority includes the right to erect, install, construct, reconstruct, replace, remove, repair, maintain and operate in or upon, under, across, and fiom the streets, avenues, highways, sidewalks, bridges and other public ways, rights of way and land as now existing and all extensions thereof and additions thereto in the Town, all equipment, poles facilities, appurtenances and apparatus of any nature for the purpose of receiving, amplifying, transmitting and distributing by studio, camera, projector, recorder, antenna, transmitter, microwave, wires, cables, coaxial cables, wave guides, and optical cables, any and all television, radio, electrical and electronic energy, pictures, sound, signals, impulses and communications unidirectional and multidirectional of every nature and description, audio and video, embracing any and all frequencies of the electromagnetic and optical spectrum, and the right to otherwise engage in the business, service and activities familiarly known as, and practiced, now and in the future, by cable television systems in accordance with the laws of the United States of America, the State of Maine and of the Town. This grant of authority shall be subject to the rights of the public in the public rights of way and shall also be subject to existing easement and rights of abutting owners to the public right of way. (b) This Franchise is for the corporate limits of the Town and for any areas that may be added thereto during the term of this Franchise, which hereinafter shall be known as the Franchise Area. (c) As payment for the Franchise hereby granted, the Grantee shall pay to the Grantor an annual fee for each active subscriber listed on the books of the Grantee on the last day of December of each year. The annual fee shall be one dollar ($1.00) per subscriber for all years

7 while this agreement remains in effect. Payment of the fee shall be made to the Grantor prior to the following March 1. The franchise fee shall be included in the base rates and shall not be separately stated on customer bills. * (a) This Franchise shall take effect and be in full force from and after the final execution of this Franchise pursuant to authority of the Board of Selectmen, and the Franchise shall continue in full force and effect until March 1,2005. If A-R Cable Services, Me., Inc. carries out its duties to the satisfaction of the Board of Selectmen, with the Selectmen's approval not to be unreasonably withheld, then A-R Cable Services, Me., Inc. may, at its option expressed in writing at least six (6) months prior to March 1,2005, extend the Franchise for an additional five (5) years. (b) A-R Cable Services, Me., Inc. shall affirmatively defend the Town against, and indemnify and save the Town harmless, from all losses, liabilities, or damages on account of any claim or cause of action arising out of the exclusive nature of the franchise granted herein. The Town shall notify A-R Cable Services, Me., Inc. within ten (10) days of receipt of any such claim or cause of action. A-R Cable Services, Me., Inc. shall have the responsibility for defending against any such claim; but if the Town, with the consent of A-R Cable Services, Me., Inc., undertakes a defense, then A-R Cable Services, Me., Inc. shall be liable for all expenses and costs, including attorney fees, incurred by the Town in such undertaking. ~1 icable Law and Police Powers (a) The work done in connection with the construction, service or repair of A-R Cable Services, Me., Inc. CATV system shall be subject to and governed by all laws, rules and

8 regulations of the Town now in force or hereafter passed and adopted. In addition, the construction, maintenance and operation of A-R Cable Services, Me., Inc. CATV system and all property of A-R Cable Services, Me., Inc. subject to this Franchise shall be subject to all police powers and regulations of the Town. The Town shall have the power at any time to order and require A-R Cable Services, Me., Inc. to remove and abate any facility or condition that is dangerous to life or property. (b) The Town shall have the right to adopt, in addition to the provisions contained in this Franchise and existing applicable ordinances, such local Iaws or regulations as it shall find necessary from time to time in the exercise of its police power. (c) A-R Cable Services, Me., Inc. will provide to the Town an annual report reporting the number of subscribers, gross revenues received, the state of the system, and other items which A-R Cable Services, Me., Inc. believes to be of interest. $ 3 cti e (a) A-R Cable Services, Me., Inc. shall indemnify and save the Town harmless fiom all losses sustained by the Town on account of any suit, judgment, execution, claim, damage or demand whatsoever occasioned by or arising out of the operation or maintenance of A-R Cable Services, Me., Inc. CATV system in the Town. The Town shall notify A-R Cable Services, Me., Inc. within ten (10) days after the presentation of any claim of demand, either by suit or otherwise, made against the Town on account of any negligence or other claim or liability occasioned by or arising out of the operation or maintenance of A-R Cable Services, Me., Inc. CATV system in the Town.

9 (b) A-R Cable Services, Me., Inc. shall pay, and by its acceptance of this Franchise specifically agrees that it will pay, all expenses incurred by the Town to defend itself in regard to all damages, claims, suits, and penalties occasioned or arising out of the maintenance on or operation of the CATV system. These expenses shall include reasonable attorney's fees and other expenses in defending any such claims, suits, damages, or penalties. (c) A-R Cable Services, Me., Inc. shall cany liability insurance covering property damage from an insurance company or companies qualified to do business in the State of Maine for liability due to damage to property in an amount not less than Three Hundred Thousand Dollars ($300,000) for any one accident and covering liability due to injury or death of persons in an amount not less than Five Hundred Thousand Dollars ($500,000) as to any one person and One Million Dollars ($1,000,000) for any one accident. A certificate evidencing the foregoing insurance coverage shall be delivered by A-R Cable Services, Me., Inc. to the First Selectman within sixty (60) days after effective date of this Franchise. Section 7. Conditions of Street Occupancy (a) Any work which requires disturbance of the surface of any street and which will interfere with traffic shall not be undertaken without the A-R Cable Services, Me., Inc. first obtaining a street opening permit: (b) A-R Cable Services, Me., Inc. shall have the right to attach its wires to existing poles owned by the Town or any agency of the Town without payment of annual rental fees, provided A-R Cable Services, Me., Inc. shall pay in advance for all costs of rearrangement of existing wires necessary to achieve clearances as specified by the National Electrical Safety

10 Code, and provided further that all such poles are identified and inspected by the Town's engineer prior to any attachments. (c) All structures, lines, and equipment erected by A-R Cable Services, Me., Inc. within the Town shall be so located as to cause no interference with the proper use of streets, alleys, existing easements, and other public ways and places, and to cause no interference with the rights or reasonable convenience of property owners who abut any of the said streets, alleys, or other public ways and places. Existing poles, posts, and other such structures of the electric power company or any telephone company or any other public utility which may be available to the A-R Cable Services, Me., Inc. shall be used to the extent practicable. (d) A-R Cable Services, Me., Inc. shall have the right and authority, to remove, trim, cut, and keep clear trees and bushes upon and overhanging all streets, alleys, easements, public utility easements, sidewalks, and public places in the Town so as to keep the same clear of its poles, wires, cables, conduits, and fixtures. (e) In the case of any disturbance of pavement, sidewalk, driveway, or other surfacing, A-R Cable Services, Me., Inc. shall, at its own cost and expense, in a manner approved by the appropriate Town official, replace and restore all paving, sidewalk, driveway, or surfacing so disturbed in as good condition =.before said work commenced, but in any event, so that the restored surface shall be safe for the general public. (f) In any time during the term of this Franchise the Town shall lawfully elect to alter or change any street, alley, easements, or other public way requiring the relocation of the facilities of A-R Cable Services, Me., Inc., then in such event, A-R Cable Services, Me., Inc., at

11 its expense, upon at least forty-five (45) days written notice by the Town, shall, to the extent necessary to accommodate the change, remove, relay and relocate its facilities. (g) A-R Cable Services, Me., Inc. shall, upon the request of any person wishing to move a building or other similar large object, temporarily raise or lower its wires to permit such moving. The expense of such temporary removal or raising or lowering of wires shall be paid by the Person requesting the same, and A-R Cable Services, Me., Inc. shall be given not less than five (5) working days advance notice to arrange for such temporary wire changes. A-R Cable Services, Me., Inc. shall have the right to demand a deposit by certified check equal to the estimated cost of such temporary rearrangement of its plant and facilities at least two (2) full working days prior to temporary wire changes. Upon completion of the move, A-R Cable Services, Me., Inc. shall present a final bill to the person moving the house or object. (h) A-R Cable Services, Me., Inc. shall be responsible for the proper and safe installation of all equipment and facilities and for the maintenance and inspection thereof. Section 8. Operation. Service. and Maintenance of System (a) A-R Cable Services, Me., Inc. shall maintain and operate the CATV system and render efficient service to subscribers during the term of this Franchise. The construction, maintenance, and operation of AiR Cable Services, Me., Inc. CATV system shall be in conformance with the National Electrical Code, the National Electrical Safety Code, and the rules and regulations of the FCC and the State of Maine as the same exist or as the same may be hereafter amended, or adopted, and in accordance with the requirements of the Town. (b) All structures erected by A-R Cable Services, Me., Inc. and all lines, equipment, and connections in, over, under, and upon streets, sidewalks, alleys, and public ways and places

12 of Town, wherever situated or located, shall be kept and maintained at all times in safe condition and in good order and repair by A-R Cable Services, Me., Inc.. (c) The signal of any television or radio station carried on A-R Cable Services, Me., Inc. CATV system shall be carried without material degradation in quality within the limits imposed by the nature of the technical equipment used in A-R Cable Services, Me., Inc. CATV system, and as set forth by the FCC. A-R Cable Services, Me., Inc. CATV system shall be operated so that there will be no interference with television reception, radio reception, telephone communications, or other installations which are now installed and in use by the Town or any Person in the Town. (d) A-R Cable Services, Me., Inc. shall maintain an office with one or more agents or employees and shall have sufficient employees to provide safe, adequate, and proper service for its facilities in the Town or in a nearby municipality. Upon reasonable notice, A-R Cable Services, Me., Inc. shall expeditiously investigate and resolve complaints regarding the quality of service, equipment malfhctions, and other matters. A-R Cable Services, Me., Inc. ofice shall be open to the public from at least 9:00 AM to 4:00 PM Monday through Friday, legal holidays excepted, and A-R Cable Services, Me., Inc. shall have a listed local telephone number operated so that complaints and requests for repairs or adjustments may be received twenty-four hours a day, seven days a week. All customer complaints must be handled promptly and in no case shall go unanswered or uninvestigated for more than three (3) business days. Upon installation, A-R Cable Services, Me., I&. shall provide written notice to each subscriber of the procedure for reporting and resolving subscriber complaints.

13 A-R Cable Services, Me., Inc. will make available to representatives of the Town for official inquiries a log showing its repairs to installations within the Town. Availability of this information is limited to representatives of the Town acting in their official capacity for the purpose of giving the Town oversight on the repair activities of A-R Cable Services, Me., Inc.. Information made available shall be kept confidential and shall not be released or discussed by any persons other than the official representatives of the Town and representatives of A-R Cable Services, Me., Inc.. (e) A-R Cable Services, Me., Inc. CATV system will be extended to serve additional areas where the average dwelling density of the extension is forty (40) dwelling units per mile or twenty (20) subscribers per mile who sign two-year irrevocabie service agreements. In any event, if a group of residents who would be served by an extension whose density is less than forty (40) homes per mile or less than twenty (20) subscribers per mile desire service and present a request for service to A-R Cable Services, Me., Inc. then, A-R Cable Services, Me., Inc. will prepare a cost estimate of the extension and divide the estimated cost by the nominal density of twenty (20) subscribers per mile to establish the estimated nominal unit extension cost. It will then divide the same estimated cost by the density per mile of those requesting service to establish the actual unit extension cost, The difference between the actual unit extension costs and the nominal extension costs shall become a special installation fee. A-R Cable Services, Me., Inc. shall construct such extension if those persons desiring service agree to pay such special installation fee and sign irrevocable service agreements for a two-year period. A-R Cable Services, Me., Inc. shall construct such an extension within twelve (12) months provided inclement weather does not delay construction. In the event A-R Cable Services, Me., Inc.

14 constructs such an extension when subscribers pay a special installation fee calculated as outlined in this subsection, A-R Cable Services, Me., Inc. shall maintain separate records on each such extension for a period of three (3) years after its completion. During such three year period, as additional subscribers covered by any such extension request cable services, they shall pay a special installation fee equal to one-half (1\2) the original special installation fee charged to the original subscribers. The amount so received by A-R Cable Services, Me., Inc. shall be paid over to the original subscribers to such extension until said original subscribers have received an accumulative refund equal to one-half (1\2) their original special installation fee. The refund to original subscribers may be made in the form of a credit against their normal service charges at the option of A-R Cable Services, Me., Inc.. (f) A-R Cable Services, Me., Inc. shall provide, without charge, along its cable routes, a single outlet to each public and private educational institution, police and fire station, and public library passed by cable and located within the Town upon request of the Town. Upon - request by the Town in writing, A-R Cable Services, Me., Inc. shall also provide additional outlets in the public buildings designated above, but may change for the cost of labor, materials, and overhead for installation of those outlets. Monthly service for all such pubiic connections shall be free. NOTE: Installation fees apply to normal installation, i.e. where structures are located no more than 150 feet from the cable. For longer distances, A-R Cable Services, Me., Inc. may enforce a reasonable addition fee.

15 Section 9. Rates-Discrimination Prohibited (a) A-R Cable Services, Me., Inc. shall not make or grant preference or advantage to any person, nor subject any person to prejudice or disadvantage as to rates, charges, services, facilities, rules, regulations, or in any other respect; provided, however, this shall not be deemed to prohibit the establishment of a graduated scale of charges and classified rate schedules for residential and commercial services to which any customer coming within such classification shall be entitles, nor shall it preclude reduced rates to senior citizens. (b) fi Any copyright fee due to the United States Government pursuant to 17 U.S.C.A. section 111 (d), any amendment thereto or any successor provision may be passed through to the customers of A-R Cable Services, Me., Inc. by means of a separately stated charge on customer bills and need not be included as a part of the basic charges. If copyright fees are separateiy stated and passed through to customers, a schedule showing the copyright fee as from time to time calculated shall be filed by A-R Cable Services, Me., Inc. with the First Selectman. (c) c- The rates, or one or more of them, may be changed at the option of A-R Cable Services, Me., Inc., but not more'often than once in any consecutive twelve (12) month period. A-R Cable Services, Me., Inc. will notify the First Selectman thirty (30) days before any rate change is to be effective. Initial basic rates are guaranteed for twelve months from the date the system is turned on.

16 Section 10. A-R Cable Services, Me.. Inc. rules A-R Cable Services, Me., Inc. shall have the authority to promulgate such rules, regulations, terms, and conditions governing the conduct of its business as shall be reasonably necessary to enable A-R Cable Services, Me., Inc. to exercise its rights and perform its obligations under this Franchise and to insure an uninterrupted service to each and all of the subscribers to its CATV system. Section 11. Abandonment of Service A-R Cable Services, Me., Inc. is expressly prohibited fiom abandoning any portion of the system constructed under this Franchise or any portion thereof without the written consent of the Selectmen. In the event A-R Cable Services, Me., Inc. makes a showing of financial loss without any reasonable expectation of termination such losses, such written consent shall not be unreasonably withheld. Section 12. Assignment (a) There shall be no transfer of the Franchise, or any of the rights, privileges and immunities contained herein, without the prior approval of the Town, and the Town hereby agrees that it will not unreasonably withhold or delay such approval; provided that the Town shall have one hundred twenty (120) days to review and act on A-R's application. If the Town has not acted within said time, Town approval shall be deemed to have been given. (b) Notwithstanding subsection (a) hereinabove, A-R may transfer the Franchise or any of the rights, privileges and immunities contained herein to a company under common ownership, management andlor control without the prior approval of the Town.

17 (c) Notwithstanding subsection (a) hereinabove, A-R shall have the right to pledge this Franchise as security for financing. Section 13. Constructio~l State of Maine. This Franchise shall be construed and enforced in accordance with the laws of the Sectlon 14. Eaual mlovment O~~ortun A-R Cable Services, Me., Inc. shall not refuse to hire or employ nor discharge or bar from employment nor discriminate against any person in compensation or in terms, conditions, and privileges of employment because of age, race, creed, color, national origin, or sex. Section 15. Proce edinzs Aff ecting A-R Cable Services. Me.. Inc. Except as otherwise provided herein, any inquiry, proceeding, investigation, or other action to be taken or proposed to be taken by the Selectmen in regard to the operations of A-R Cable Services, Me., Inc. CATV system, shall be taken only after thirty (30) days notice of such action or proposed action is served directly on A-R Cable Services, Me., Inc. and A-R Cable Services, Me., Inc. and all interested parties and citizens have been given an opportunity to respond in writing and/or at a hearing as may be specified by the Selectmen. Section 16. Severability If any section, subsection, sentence, clause, phrase or other portion of this Franchise is held invalid or unconstitutional by any court of competent jurisdiction, such provision shall be considered separate, distinct and independent, and such holding shall not affect the continuing validity of the remaining provisions of this Franchise.

18 Section 17. Cancelb of the Franck The Town shall have the right to cancel this Franchise if A-R Cable Services, Me., Inc. persistently and deliberately fails to comply in any material respect with the provisions of this Agreement and such failure shall continue beyond thirty (30) days after receipt of written notice of such failure fiom the First Selectman; provided, however, that noncompliance shall not be cause for cancellation if A-R Cable Services, Me., Inc. is making a bona fide attempt to cure the condition causing noncompliance. If the Franchise is canceled, A-R Cable Services, Me., Inc. will, at the request of the Town, remove trunk lines and drops to homes, but will not be obliged to remove interior wiring or outlets... Section 18. Disposit~on of Terminated Franchise In the event of a cancellation or in the event this Franchise is not renewed at the end of its term, then the Town shall, after at least six months have elapsed fiom the date of cancellation or termination, hold a sale and sell the system. The system shall be priced and sold as a going business and the recent sales of similar CATV systems shall be taken into consideration in setting a price for any sale. After deducting any amounts owed to the Town, including IegaI fees, the balance of the proceeds shall be returned to A-R Cable Services, Me., Inc.

19 Sedionm If by reason of force majeure either party is unable in whole or in part to carry out its obligations hereunder, said party shall not be deemed in violation of default during the continuance of such inability. The term "force majeure" as used herein shall mean the following: strikes, acts of God; acts of public enemies; orders of any kind of the government of the United States of America or of the State of Maine or any of their departments, agencies, political subdivisions, or officials, or any civil or military authority; insurrections; riots, epidemics; landslides; lightning; earthquakes; fires; hurricanes; volcanic activity; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; partial or entire failure of utilities; or any other cause or event not reasonably within the control of the disabled party.

20 on 20. Effective Date The effective date of this Franchise shall be Yed TOWN OF VERONA, MAINE ATTEST: 1 First Se c h i k w (Title) A-R CABLE SERVICES, ME, MC. ATTEST: