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HomeMy WebLinkAbout1969-10-13 300-W ORDER300-w Introduced by Councilor Balloon Oct. 13, 1969 CITY OF BANGOR (TITLE.) @rberr__. AUTHORIZING „C,I,TY MANAGER TO BRECUIE CONTMCT_WITH PENOBCABa.,..,,, By aty Co Oft MY Oflkwor: ORDERRD, TUT THE CITY MANAGER BE, AND IS HEREBY, AUTHORIZED, ON BEHALF OF THE CITY COUNCIL TO EXECUTE THE ATTACHED CONTRACT GRANTING CATV FRANCHISE TO PENOBCAB, MG. i VED ilsD [Ci '-1 Pm12.29 C'l Y !'_C IN CITY COUNCIL Oct. 13, 1969 n nded (see attached sheep and as amended PASS®, 300-w OR➢ER Title, AOTMRIEING CITY MANAGER N EXeCUT¢ CONTRACT WI1N P8N0RCAB� INCA (CAN PRRRCllI58) cxxY yearz introduced end iced by l\\ .•.. •. �.... ...Counellman.. Section 2. CONPLIANCI NITN LAWS, REQ1U1LOSS AW ORDINANCES The Company shall, at all Avec during the lite of this agreement, be subject to all lawful exercise of the police power by the City add to such reamonable regulations as the City shall hereafter by Resolution o c Ordlan eprovide. Me en construction, operation and maintenance of the system by the Company Mall be in full compliance with Chapter VII, Art- icle 3 of the lave and Ordinances of the City of Bangor as amended and revised, and in full compliance with all Other applicable roles and regu- lotlons now in affect or hereinafter adopted by the Federal Coimenicattare Commission, the City, the State of Maine, and the United States Government. Section 3. COMPANY LIABILITY AND INDEI4IPIGTION a. LIABILITY COVERAGE. It is expressly understood and agreed by and between the Company and the City that the Company shall save the City harmless free all lose sustained by the City on account of any suit, judgment, execution, claim or demand whatsoever arising out of the con - attention, operation andmaintenance of the system by the Company. The Company agree* to maintain and keep In full force and effect at all times during the term of this agreement sufficient liability insurance coverage to protect the City against any such claims, suite, judgments, executions r demands in the a not lase than $100,000.00 per person in any claim; $300,000.00 as on to say o accident o ro aand t lee than $50,000.00 for ptopeny damage as to any one accident oroccurrence, r in such larger aall c s rage a may berequired of the mCompany by any other public utility in the City. b. WRgt6S'S COMPENSATION COVERAGE. The Company shall also maintain in full force and effect throughout the duration of this agree- ment sufficient Wrtten's Compensation Insurance coverage to adequately aM fully protect its agents and employees as required by law. c. RESIDENT COMPANY Atilt AGENT. All insurance policies and bonds an required of the Company in this agreement shall be written by a company orcompanies authorized and qualified to do busineasln the State of Maine and shell be served through an insurance agent doing busi- was the City. Certificates of all Coverage required shall be filed by the Company with the City Brier to the sianint of this agreamon[. SECTION 4. CONDITIONS ON STREET OCCUPAWY AND SYSTEM CONSTRUCTION a. UN. All transmission and distribution structures, lines end equipment erected by the Company within the City shall be so located as to public mys and platen and to Cause a minimum interference with the rights or reasonable c n convenience of property owwho adjoin any of said Itraets,alleys or other public ways and places, as provided in Chapter I1, Article 15, Section 3.1 through 3.4 and Chapter VII, Article 3 of the laws Ind ordinances of the City of Boner. b. RESTORATION. In case of any disturbance of pavement, side - Batiks, driveway or other surfacing, the Company shall, at its own expense and in • summer approved by the City, and in accordance with Chapter V1, Article 6, of the law* Ind Ordinances of the City of Bangor, replace and "above such places so disturbed in as good condition as before said work we vend, and shall mLLntain the restoration in a condition approved by the City for the full period of one year. cRELOCATION. m the event that at an, time during the peri- od of this agreement the City shall lawfully elect to alter or change the line or Ueda of any street, alley or other public ways the Campany, upon reason- able =tics by the City, shall remove, relay and relocate its equipment at its owe expense. d. PLACEMENT OF FIXTURES. The Company shall not place any fix- tures or equipment where the so= will interfere with any gas, electric, telephone or sever water Ula, fixtures aequipment; and the loca- tion by the Company of its lines and equipment shall be in such manner a to rot interfere with the usual travel on said streets, alleys and public ways and the use of the same by gas, electric, telephonesand water and sewer lines andequipments and the Company shall relocate its lines if necessary to conform to the provisions of this section. l'g[9UgARYggWM VAL OF VINES FOR MIMING VING. The Comp- any shall, eon the request of the City, temporarily is as or lower its wires to permit the moving of buildings. f. NO PROPERTY RIM. Nothing in this agreement shall grant to the Company any permanent rights in City-ow=d property, noshall the City be compelled to maintain any of its property any longer than, r In any fashion other than In the City's Judgment its own business or needs may require. S. MN -LIABILITY OF CITY. The City shall met be liable for any damage occurring to the ptoperty of the Company caused by employees Of the City in the performance of their duties, nor shall the City be held liable for the interception of service by actions of City employees in the performance of their duties, nor shall the City be held liable for the failure of the Company to be able to perform metal service due to acts of Cod. h. PERMITS. EASEFENTS AND AME)MYS. The City shall not be required to assume any responsibility for the securing of any rights of may Or easements, = shall the City be responsible for securing any permits or agreements with other persons or utilities. I. UNDERGROUND INSTALLATION REQUIRED. The Company shall lo- cate Its inetalL[ionm underground in those areas of the City presently served by underground utilities. Nothing In this agreement shall prevent the City from requiring, in the future, relocation of the Company's in- stallation underground, at the Company's expense, in those areas of the City Mere other utility installer ion are installed or relocated underground. Section 5. CONSTRUCTION APPROVAL BY CITY - CORRECTION OF DEFECTS The Company shell noterect any pole, run any line, make. any attach- ment, nor shall any construction of any kind be commenced without the prior Approval of the City Council in accordance with Chapter It, Article 15, Section 3 and Chapter VII, Article 3 of the Lave and Ordinances of the City of Hanger. The City Shall have and maintain the right to inspect the construction, operation and maintenance of the Syetw by the Company to insure the proper performance of the [ of this agreements. •In the vent the Company should violate any of themterms at tits Agreement, or any of the rules and regulations as may Be from time to time lawfully adapted, the City shall imaedia[ely give to the Company thirty (30) days' written notice to correct such violation, and in the event the Company Ones met MM such co ection within thirty (30) days m e the receipt of much written notice, the City may make such correction itself and charge the cost of same to the Company. ,upon completion of any overhead o n1Wer9rotM installation, the Company shall furnish to the City a complete set of as -built plans of the installation, showing accurate ties to all lines and Structures with details of structure construction. Section 6 PRMIBITIM IS SBRVLC63 1NR BRP1IRg The Company, any and all of its officers, agents, and employees, are specifically prohibited from engaging in the e _ , service, rental, or leasing of television receivers, radio receivers, or television or radio receiver related parte and accessories with any person anywhere in the City whether for a fee or charge or not. The Company shall prohibit any of its officers, agents, and employees from violating the term of this section at all times, whether in the performance of duties of the Company or otherwise. a. PAY TEEVISION The Company shall not engage in the business Of PAY TELEVISION, that is the sale of programs, on a program to program hasp. I. MUST a NSThe Company shall have the right but not the exclusive right to contract for or otherwise provide a music service which is originated by the system or procurred from any other source other than Eton signals broadcasted by duly authorized broadcasting stations to any business, professional or commercial establishment. c. RECOMMEND SERVICE The Company,: aey and all of its officers, agents, and employees shall not indicate and shall not recommend, in any Penner specific sale or service establishment or Individual to be used for the cele of service of any television set. d. PUBLIC SBRVICV The Company shall provide community antenna television service to all public and potential schools, theenBangor Public Library, City Owned recreational center buildings, City gall, Cit¢ Police Station, City Fire Stations, City Utility Plante, antl the City Hospital, providing such installations are within the City limits. The Company agrees that there will be no monthly charge for its service, and that there will be o installation charge for bringing the service to the exterior of the building or buildings above described. a. �'aPC I_4Lr A&%yjj_4 The Company shall reserve a television channel for the use of educational institutions within the City limits for the origination of educational television telecasts and the interconnection of all said educational institutions. Section S. SERVIM a An DS a. The Company shall maintain and operate the system and redder efficient service in accordance with the hulas and regulations as are or my be set forth in the City Council: provided, however, the Company shalt operate the system so that there will be no interference with television reception, radio reception, telephone communications orother Installations which are now or may hereafter be installed and in use by the City or any persons In the City. b. The Company shall carry all signals of every television station where the community antenna television system tower or [were and antenna equipment are located within the Federal Communications Commission approved predicted Grade B contour line of that television station. The television signals at no time shall be altered, interrupted, or blacked out in any way by the company. C. The Community antenna television system shall maintain at all Limen 1. Use all band equipment capable of passing the entire FW television and PH radio spectrum. R. Equipment that pal e[aodard color television signals without degrad ationand with no phase shift and no effect on calor fidelity and intelligence. 3. Provide a minimum level of 1,000 microvolts at the input terminals of each TV receiver on the line. 4. Provide that the system and all equipment be designed and rated for 24 hours per day continuous operation. 5. Provide a signal to noise ratio of not less than fortjosix decibels. 6. Provide a television signal with a hum modulation lees than three percent ]. Use components having voltage standing wave retia OP 1.4 or less. B. Provide an inter -modulation distortion not to exceed minus forth -six decibels. 9. Provide that the plat of gain versus frequency across any six megacyble. channel is tneba flat plus or alma one decibel. d. TM Company shall provide and keep accurately calibrated test equipment on hand in the City at all tfees for the testing of all service and operational standards outlined in this Agreement and shall conduct [Mee teats as requested by the City under the supervision of a City representative in order to establish the level of performance of the system. a. The Company shall provide one or more local se rvice channels in addition to other channels provided for in this Agreement. The localservice channel shall provide local weather, information and time with continuous PE background mate. Section 9. CORAdY auLeS. The Company small have the authority to promulgate such rules, regulations, terms, and conditions gervereing the conduct of its business a shall be reasonably necessary [ enable the Company t [rise its rights as sago tress a e o axe to vice to its obligations under this Agreement and t rules, iulat to eetM1 andms, all ire customers: provided, n conflict wi h theProv hereof and s [almae and dconditions small not be in conflict with the pprovaloOf hereof eM shalt he filed vi[M1 the City and aM1e1l be subject [o [M1¢ approval of the City. ya' ,M[ ..,.. The Company shall, throughout the entire duration of this Agreement maintain an office open to the public during all reasonable business hours within the City. and the Company shall require o of itsOfficer$ and/or principal stockholders to be a Resident Manager of the system, and such person shall oida and be active in the management of the system in the City throughout the duration of this Agreement. fv successors or assigns, section M. 2AMMIM Should the CoWny, Its a ssiggne viol"' any Of eM1e and regulations of this Agreement, any Ordinance o y ee eo bee chem aM ionu(atfoof or other lees, t Ecol to promptly perform any of the provlahe C ty after the Company shall forfeit Co all its [tgh[t continuation here- under to the tion ,Etat urttten default tc the Company and the than of such vitiations, of or default fcr a period of more then a30 n Jaya. In the event of tee bankruptcy Company o receivership of the Company, All [rhea herein given to the Commy etLLl at the option of the City, be forfeited and terminated. I11 WITNESS USHERA W. the parties have hereunto Interchangeably set their hands and seals this , day of , in the year Of our lord one thousand nine hundred and sixty-nine. Signed, Sealed and Delivered In presence of: By: CITY W 8!11301t (Company) By: Its Approved, as to form: ettornerat-Lae 7E18 A(iEO®IT entered into as of this day of , 19691 by AM betwen: THE CITY OF MNmN, MINB, (hereinafter referred to • the "City"), a municipal Corporation located in the City of Bangor, County of Penobscot, State of !Lina, with principal offices at City W11, Harlow Street, Bangor, wine; pgNOBGB. IMC., meremafter referred to as the "Comepany"), a corporation authorized to do hominess in the Stab of Mine and having its principal place of business at 248 Center Street, Manor, (Line. NI INE SSE T H: N10 9, under Chapter VII, Article J of the OrAinances of the City of Bangor, the City Council is authorized to contract far the purpose of granting an exclusive franchise to operate and maintain • comemnity an taxes television system AM appurtenances or parte thereof along the public rays in the City of Bangor; Magung, per order of the City Council dated July 28, 1969,. the City Manager, upon approval of the City Cxxil, was authorized to execute contract tan behalf of the City of Bangor with the Company, pursuant to the provisions of Chapter VII, Article J of the Ordinances of the City of Murder; gKIRSA8, the City Council, per order dated , 1969 has ap- proved the previsions of this agreement and has authorized the City Manepr To execute the sin on behalf of the City of Bangor. RW, TleegroRe, the parties hereto watually, agree as follow: Section 1. (iAMi Of AUTHORITY There is hereby granted by the City to the Company, inaccordance with and to the extent authorized under the provisions of MaineRevised statutes Annotated, Title 30, section 2151, Sub -section 2e, the exclusive right end privilege to operate and maintain in the City a community antenna system for the reception and distribution of television signals and energy, frequency modulated radio signals and v Mere is hereby, granted by the City to the Company, in accordance with and to the extent authorized under the provisions of Maine Revised Statutes Annotated, Title 30, Section 2151, Sulo -Section 2x, the exclusive from Mee tre`,sdgR Re �°�en1rS be construed m prevent the cnmpanr The precedine� paragraph shall not be Construed to prevent the Company from acquiring the necessary ssary financing through mortgages of its plant and equipment, assignments its accounts receivable or by pledge of its stack or other security. Iha Preceding PaXagrach shall cost be construed tO PreVent the Company from acquiring the hassessary financing thromgh hertgages of its pl,,t, and ASIft, equipment, assignswents Of it$ accounts receivable Or bY Plains of its stock or other security. F Is section ie. nugATIM U AGREEN RT This agreement shell remain in full force and effect for a period of ten (10) years, said period commencing on the date of this agreement. Section 15. C(MLET1oN oP SYSTEM The Company agrees to complete the entire system as described in its ptvposal dated May 31, 1969 within fifteen (15) months of the dot( of this agreement, subject only to delays beyond the control of the Company, such as delivery, of materials and equipment and provided that all necessary authorizations are forthcoming frthe Federal Cmmnunfca- alone Commissions. Said proposal is hereby ioorporated and made a part of this agreement transfer as it does not conflict with the expressed provisions of this agreement. right amd privilege to operate and mintaln in the City a co®unfty an t tame television system for the reception and distribution of telwieion sigmas sued energy, frequency aeduloted radio signals and visual and aural eigoala which are cut otbamlea herein prohibited in accordarce with the Caampany'a proposal dated gay tl, 1969. Aa right to a and occupy street@, alleys, public ways and places for the purpose herein Nt forth @Mll cut be exclusive, and the City renrree the right to grant the use of streets, alleys, public rays and pieces to any person or it= for any puroose other than setvina the City with m antennae television system. The Company &hall have the right to enter Inca a vangemntn for the attachment onto and um of facilities voted and operated by public utili- ties operating within the City, whereby the Company shall strictly comply with the tern, provisions and restrictions of said agreements, and copies of all agreements made with other public utilities operating within the City shall be placed on fl Is with the City Manager '& Office immediately upon their execution. Section 11. Me Company may make such charges f -rt its services, a are reasonable, provided that during the term of this agreement charges for services to home subscribers shall note eed the following ratea:without prior approval of the Finance Committee of the City Council. $20.00c- installation charge 6.00 - per month - one outlet 1.00 - per month - each additional outlet xaeg€-€geP-aqe-6empmy-spat}_Faye-she-ekghe-ea-ed}oat-}ea-rtenth}y-aerv- }ee-ehetge- eeF-yes - - one-use-te-exceed-she-pet eneege-eE-ones }n-Epe-vaePeo€-}}vtnB-4xien-doe}n8-PFe-peeeedkng-twe}we-mnneh-peckedeae In addition to the above, the Company shall have the right from time to time to establish commercial amrcial races for services offered to e other than home subscribers. Before any such c onam errial rates shall became effective a schedule of same shall be filed in the Office of the City Clark. Me Company shall not, as to rates, charges, aarvice, facilities, rules and regulations or In any other respect, make or grant sty prefer - advantage to any perm an or subject any person to y prejudice or disadvantage. Section 12. RECORDS AND REPORTS at The City shell have access mm all reasonable hours to all the Company's plans, contracts, engineering. accounting, financial starts - fired, customer and service records relating to the property and opera- tion of the system by the Company and to such other records as may be required by the Company and to such other records as may be required by the City. M annual report showing gross ucelved by the Comp - my Erna the operation of the system within the Cityduring the preced- ing twelve (12) month period and such other information as the City may require in support of same, shall be given to the City by the Company. The Company also agrees to maintain an up-to-date lis- of the stock- holders of said Company with the City Clerk. Section 13. TRANSFER PROHIBITED The Company shall not sell or transfer its plant or system or any portion thereof, fer any right, title or interest in :he aye, no shall thewlt Company r transfer any rights under this approval shall :o any orfsrrpe rson without prior approval of cM1e City which approval sM1 all amt be ably withheld. vithhe d. SUGGESTED AMENDMENTS TO DRAFT OF AMEMENT BETNEEN CITY OF RANDOM AND FENOBGB, INC. Non: The underlining of Certain words aM phrases n the [ext was a error in transcribing and has an other significance. Section 1. CRANI OF AUTHORITY. Chaage first sentence [ read: "There is bareby granted by the City to the Company, in accordance with and to the extent authorized under the provisions of Maine Re- vised Statutes Annotated, Title 30, Section 3151, Sub -Seton ID, the exclusive right etc." , Section 4c. REWCATION. Add "line or" at the end of second line. Section 4d. PIAC@BT1 OF FIRTOkeS. At the end of section replace (.) with (,) and add the following phrase; "and the Company shall relocate. its linea if necessary to conform to the provisions of this section." Section 5. OSNSTBllCTlON kPPROVAL BY CITY - CORRECTION OF DEFECTS. After CM1e mrd "agreement" 1n the s ¢nth 1fn add the following sentence: "Upon completion of say overhead of underground installation, the Company shall furnish to the City a complate set of as -built plans of the install - showing accurate ties to alllloes and structured with details of structure construction." Section 11. RATES. At the end of the third line add "without prior approval of the Finance Committee of the City Council:" Delete last three lines of first paragraph. Section 33. RECORDS AND REPORTS: Change sixth word in first line from "to" to "at . Section 13. TRANSFER PROHIBITED. Add second paragraph as follows: "The preceding paragraph shall not be connected to prevent the Company from acquiring the necessary financing throigb mortgages of its plant and equipment, assignments of its accounts receivable or by pledge of its stock or other security." Section 15. COMPLETION OF SYSTEM. Add the following sentence: "Said proposal is hereby incorporated and made a part of this Agree- ment insofar as it noes not conflict with the expressed provisions of this agreement." Section 16. RENEGOTIATION OF AGREEMENT. In the event that the Legis- lature of the State of Maim during the term of this agreement enacts legislation which allows the City to derive revenues other than from tax- ation of the Company's property located in the City and tevenoses derived from the franchise fees presently provided for by low, the Company agrees that this c may be renegotiated in accordance with such n tory contract a cc new agree vt rims a of their s effective date. In addition, 1t in further additional that in the even[ this agreement is amended to provide for any extension of said payments to the City, the Company shall be 0) years to an he dare i of eafd amended. for a period not toe sea ten (10) yeah from the sate it is so amended. Section 17. PENALTIES. This section is renumbered to provide for the new Section 16. Section 11. Me Chap any may make such charges for its services, a are reasonable, provided that during the term of this agreement charges for services to home subscribers shall not exceed the fallowing rates: $20.00 - installation charge 6.00 - per month - one outlet 1.00 - per month - each additional outlet except that the Company shall have the right to adjust its monthly serv- ice eeach ach yea an Mount not to exceed the percentage of increase in the cost of livingindex during the preceding twelve-month period. In addition to the above, the Company shall have the right from time to time to establish commercial rates for services offered to other than home subscribers. Before any such commercial rcial rates shall become effective a schedule of same shall be filed in the Office of the City Clerk. The Company shall not, as to echarges, service, facilities, rules and regulations or in any other respect, make or grant any prefer - sued or advantage to any persons, or subject any person to any prejudice or disadvantage. Section 12. RECORDS AND REPORTS The City shall have access to all reasonable hours to all the Company's plana, contracts, engineering,accounting, financial statis- tical, customer and sea records relating to the property and an ern- tion r - tion of the system bythecCompany and to such offer records a may be required by the Company and to such other records as may be required by the City. An annual report showing gross revenues ceived by the Comp- any from the operation of the system within the City during the preced- ing twelve (12) month period and such other information as the City may require 1n support of same, shall be given to the City by the Company. The Company also agrees to maintain intain an up-to-date list of the stock- holders of said Company with the City Clerk. Section 13. TRANSFER PROHIBITED The Company shall not sell or transfer its plant or system or any portion thereof, nor any right, title or interest in the safe,shall the Company transfer any rights under this agreement to any other person without prior approval of the City which approval shall not be unreason- ably withheld. Section 14. DURATION OF AGREEMENT This agreement shall remain in full farce and effect for a period of ten (10) years, =id perodrcommencing on the date of this agreement. Section 15. COMPLETION OF SYSTEM The Company agrees complete the entire system as described i its proposal dated Nay 21, 1969 within fifteen (15) months of the date of this agreement, subject only to delays beyond the control of the Company, such as delivery of materials and equipment and provided that all necessary authorizations areforthcoming from the Federal Communica- tions Commission. Section 16. P8�_TM Should the Company,its asigns violate any of the pro of this Mercator, any Ordinance oany reasonable rules and regulations or other laws, or fail to promptly perform day of the provisions s hereof, the Company shall forfeit all its rights here- under totheafter written notice to the Company and the continuation of such violations, failure or default for a period of more than 30 days. In the event of the baakruptcy o receivership of the Company, all rights herein given to the Company shall atthe option of the City, be forfeited and terminated. IN WITNESS WILLSOF, the parties have hereunto interchangeably set their hands and seals this , day of , in the year of our Lord one thousand nine hundred and sixty-nine. Signed, Sealed and Delivered CITY OF BANGOR n presence of: By: Approved, as to form: (Company) TRIC ACBEEMENT entered into as of this day of 1969, by and between: THE CITY OF BANGOR, M CKE, (hereinafter referred to s the "City"), a municipal corporation located in the City of Bangor, County of Penobscot, State of Maine, with principal offices at City Hall, Harlow Street, Bangor, Maine; and PENOBCAS, INC., (hereinafter referred to as the mp "Coany"), ecorporation authorized to do business in the State of Maine and having its principal place of business at 248 Center Street, Bangor, Maine. WITNESSETH: WHEREAS, under Chapter VII, Article 3 of the Ordinances of the City of Bangor, the City Council is authorized to contract for the purpose of granting an exclusive franchise to operate and maintain a community an- tennae television system and appurtenances or parte thereof along the public ways in the City of Beage r; WHEREAS, per order of the City Council dated July 28, 1969, the City Manager, upon approval of the City Council, was authorized to execute ontract on behalf of the City of Bangor with the Company, pursuant tos the provisions of Chapter VII, Article 3 of the Ordinances of the City of Bangor;s WHEREAS, the City Council, per order dated , 1969 has ap- proved the provisions of this agreement and has authorized the City Manager to execute the same on behalf of the City of Bangor. NOW, THEREFORE, the parties hereto mutually agree as follows Section 1. CBAWT OF AUTHORITY There is hereby granted by the City to the Company the exclusio right and privilege to operate and ma intaln 1n the City acnity an - Inure -Inure television system for the reception and distribution of television signals and energy, frequency modulated radio signals and visual and rat signals which are not otherwise herein prohibited in accordance with the Company's proposal dated May 21, 1969. The right to use and occupy streets, alleys, public ways and places for the purpose herein set forth shall not be exclusive, and the City reserves the right to grant Che use of streets, alleys, public ways and placesto any pe[ r film for any Purpose other than serving the Citv withanantennae television system. The Company shall have the right to enter into arrangements for the attachment onto and u of facilities owned and operated by public utili- ties operating within the City, whereby the Company shall strictly comply with the terms, proviaisce and restrictions of said agreements, and copies of all agreements made with other public utilities operating within the City shall be placed on file with the City Manager's Office immediately upon their execution. Section 2, CAMPLIANCE WITH LAWS, REGULATIONS AND ORDINANCES The Company shall, at all times during the life of this agreement, be subject to all lawful exercise of the police power by the City and to s such reasonable regulations asthe City shall hereafter by Resolution Or c Ordlan eprovide. The construction, Operation and maintenance of the system by the Company shall be in full compliance with Chapter VII, Art- icle 3 of the Laws and Ordinances Of the City of Bangor as amended and revised, and in full compliance with all other applicable rules and regu- lations now in effect or hereinafter adopted by the Federal Communications Commission, the City, the State of Maine, and the United States Government. Section 3. COMPANY LIABILITY AND INDEMNIFICATION a. LIABILITY COVERAGE. It is expressly understood and agreed by and between the Company and the City that the Company shall save the City harmless from all loss sustained by the City c count of any snit, judgment, execution, claimr demand whatsoever arising out of the c - stxuction, operatic andmaintenance of the system by the Company. The Company agrees to maintain and keep in full force and effect at all time during the term of this agreement sufficient liability insurance c rage to protect the City against any such claim suits, judgments, executions or demands in the s not less than $100,000.00 per person in any on claim; $300,000.00 ass to any one accident or occurrence, aM act less than $50,000.00 for property damage as to any one accident oroccurrence, r in such larger all coverage may be required oftheCompany by say other public utility in the City. B. WORKMEN'S COMPENSATION COVERAGE. The Company shall also maintain in full for and effect throughout the duration of this agree- ment nt sufficient Warhead's Compensation Insurance coverage to adequately and fully protect its agents and employees as required by Saw. C. RESIDENT COMPANY AND AGENT. All insurance policies and bonds as are required of the Company in this agreement shall be written by acompany orcompanies authorized and qualified to do businessin the State of Maine and shall be served through as insurance agent doing busi- ne as the City. Certificates of all coverage required shall be filed by the Company with the City prior to the signing of this agreement. SECTION 4. CONDITIONS ON STREET OCCUPANCY AND SYSTRM CONSTRUCTION a. USE. All transmission and distribution structures, line and equipment erected by the Company within the City shall be so located s to public ways and places and to cause a minimum interference with the rights or reasonable convenience of property o who adjoin any of said streets, alleys o other public ways and places, as provided i Chapter I1, Article 15 Section 3.1 through 3.4 and Chapter VII, Article 3 of the Laws and Ordinances of the City of Bangor. b. RESTORATION. In c of any disturbance of pavement, side- walks, driveway o other surfacing, the Company shall, at its own expense and In a manner approved by the City, and in accordance with Chapter Vi Article 8, of the Laws and Ordinances of the City of Bangor, replace and ,store such places so disturbed in as good condition as before said work red, and shall mthe ndi ion in a cotio approved byperiod a ar the City far the full periodof one cme vRELOCATION. In the event that at any Liduring the peri- od of this agreement the City shall elect t0 alter or change the grade of any street, alley or other public ways the Company, upon reason- able notice by the City, shall remove, relay and relocate its equipment at its own expense. d. PLACEMENT OF FUTURES. The Company shall not place any fix- tures or equipment where the same will interfere with any gas electric, telephone orsewer and water lines, fixtures and equipment and the loca- tion by the Company of its lines and equipment shall be in such mmuser as to not interfere with the usual travel on said streets, alleys and public ways and the use of the same by gas, electric, telephone and water and sewer linea and equipment. ¢ TEMFORARY REMOVAL OF WIRES FOR BUILDING MOVING. The Comp- any shall,n the request of the City, temporarily raise or lower its wires to permit the moving of buildings. f. NO PROPERTY RIGHT. Nothing in this agreement shall grant to the Company any permanent rights in City -owed property, car shall the City be compelled to maintain any of its property any longer than, or in any fashion other than in the City's judgment its own business or needs may require. g. NON -LIABILITY OF CITY. The City shall not be liable for any damage occurring to the property of the Company caused by employees of the City in the performance of their duties, nor shall the City be held liable for the interruption of service by actions of City employees in the performance Of their duties,n r shall the City be held liable for the failure of the Company to be able to perform normal service due to acts of Cod. h. PERMITS EASEVENTS AND AGREEMENTS, The City shall not be required to assume any responsibility for the securing of any rights of way or easements, my shall the City be responsible for securing any permits or agreements with other persons or utilities. i. UNDERGROUND INSTALUTION REQUIRED. The Company shell lo- cate its installations underground in those areas of the City presently served by underground utilities. Nothing in this agreement shallprevent the City from requiring, in the future, relocation of the Company's in- stallatia underground, at the Company's expense, in those areas of the City where other utility installation are installed Or relocated underground. Section 5. CONSTRUCTION APPROVAL BY CITY - CORRECTION OF DEFECTS The Company shall not erect any pole, run any line, make any attach- ment, nor shall any construction of any kind be countered without the prior approval of the City Council i accordance with Chapter II, Article 15, Section 3 and Chapter VII, Articled of the Laws and Ordinances of the City of Bangor. Tne City shall have and maintain the right to inspect the construction, operation and maintenance of the system by the Company to insure the proper performance of the terms of this agreement. In the event the Company should violate any of the teams of this Agreement, o any of the rules and regulations as may be from than to time lawfully adopted, the City shall immediately give to the Company thirty (30) days' written entice to correct such violation, and in the event the Company does not make such co ¢ ection within thirty (30) days from the receipt of such writ[ notice, the City my make such correction itself am charge the cost of same to the Company. Section b PROHIBITION F G Li RADxo s oN SALB3, SERVICES AND REPAIRS The Company, any and all of its officers, agents, and employees, are specifically prohibited from engaging in the sale, service,ental, or leasing of television receivers, radio receive,r television o radio receiver related parts and a with any person anywhere in the City whether for a fee or charge or not. The Company shall prohibit any of its officers,agents, and employees from violating the term of this section at all times, whether In the performance of duties of the Company or otherwise. Section ] e ANR OR REGB TRU PUBLIC MLITIEB a. PAY TELEVISION The Company shall not engage in the business of PAY TELEVISION, that is, the sale of programs, on a program to program basis. b. HBSIC TO BUSINESSES INC. The: Company shall have the right but not the exclusive right to contract for or otherwise provide a music service a which is originated by the system or pro red from any other source other than fron signals broadcasted by duly authorized broadcasting stations to any business, professional or commercial establishment. c. RRCW4@MO SERVICE TheCompany,any and all of i officers, agents, and employees shall not indicate and shall not recommend, in Say manner specific sale o eestablishment or individual tobe for the sale of service of any television set. d. PUBLIC SERVICE The Company shall provide community antenna television service to all public and parochial schools, the Bangor Public Library, City owned recreational center buildings, City Hall, City Police Station, City Fire Stations, City Utility Plants, and the City Hospital, providing such installations are within the City limits. The Company agrees that there will be no monthly charge for its srand that there will be no installation charge for bringing the service tocthe exterior of the building or buildings above described. e. EDUCATIONAL SERVICE The Company shall reserve a television channel for the a of educational institutions within theCity limits for the origination of educational television telecasts and the interconnection of all said educational institutions. Section B. SERVICE STAgSSSHS a. The Company shall maintain and operate the system and render efficient service nordan with the rules and regulations a may be set forth in the v City Council: provided, however, the Company shall operate the systemo that there will be o interference with television reception, radio reception, telephone communications o other installations which are now or may hereafter be installedandin use by the City or any persons in the City. b. The Company shall carry all signals of eery television starlet where the unity antenna television system t r towers and antenna are community within the Federal Communications Commission approved predicted Grade B contour line of that television station. The television signals at no time shall be altered, interrupted, or blacked out in any way by the Company. c. The Community antenna television system shall maintain at all times: 1. Use all band equipment capable of passing the entire VHF television and FM radio spectrum. 2. Equipment that passes standard color television signals without degradation and with no phase shift and no effect on color fidelity and intelligence. 3. Provide a minimum level of 1,000 microvolts at the input terminals of each TV receiver on the line. 4. Provide that the system and all equipment be designed and rated for 24 hours per day continuous operation. 5. Provide a signal to noise ratio of not less than forty-six decibels. 6. Provide a television signal with a hum modulation less than three percent. J. Use components having voltage standing wave ratio of 1_4 or less. 8. Provide an inter -modulation distortion not to exceed minus forth -six decibels. 9. Provide that the plot of gain versus s frequency across any s megacycle.. channel is tobeflat plus or minus one decibel. d. The Company shall provide and keep accurately calibrated test equipment on hand in the City at all tloss for the testing of all service and operational standards outlined in this Agreement and shall conduct these tests as requested by the City under the supervision of a City representative in order to establish the level of performance of the system. a. The Company shall provide o e local a channels in addition to other channels provided for in thisne2Agreement.Thee local service channel shall provide local weather, information and time with continuous FT[ background music. Section 9. COMPANY RULES. The Company shall have the authority to promulgate such ruled, regulations, terms, and conditions governing the conduct of its business as s shall be reasonably necessary to enable the Company to exercise its rightsand to performits obligations under this Agreement and to assure ainterrupted service to each and all its customers; provided, however, that such rules, regulations, terms, and conditions shall not be inconflict with the provisions hereof and shall be filed with the City and shall be subject to the approval of the City. Section 10. WQAb OFFICE -RESIDENT MdNAGER The Company shall, throughout the entire duration of this Agreement maintain a office open e the public during all reasonable business M1ours within the City, and the Company shall require one of its officers and/or principal stockholders to be a Resident Manager of the system, and such person shall side and be active in the management of the system in the City throughout the duration of this Agreement.