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HomeMy WebLinkAbout1978-06-12 270 AF ORDERd 1]o AF Introduced by Councilor 6wcy, Jane 12, 1998 CITY OF BANGOR (TITLE.) Margrf-_....ixan[ nf..CATY.Franchiae..ca_Coascal Cable. corp... By the CUV Coouil of the Gory of Beeper: ORDERED, Tt1AT FtlBMAB, Coastal Cable Corp., formerly known as Maine Cable Television, Inc., is currently the holder of a franchise frmthe City of Boner for the operation of i Community Mtenm Television System; and WREREAS, Adams -Russell Co., Inc. hes acquired all of the outstanding stock of Coastal; and WHEREAS. the parties wish to terminate said franchise agreement and enter into a new agreement, Nwi TRERBBORE. By the City Council of the City of Border: ORDERED, TMT the City Manager is hereby authorized and directed, an behalf of the City of Bangor. to execute a franchise agreement, a copy of which is on file in the office of the City Clerk, providing for the grant of a new Community Mtevna Television franchise to Coastal Cable Corp. IN Gin COUNCIL JUNE 12,1978 rsfered TO FINANCE COMMITTEE CONSIDER = MEETING 6zVG �- ,ke-- CITY am Intoduced d fi �/n l Gilman IN CITY COUNCIL Aegest 14 1978 Consider next Meting. 270AF0 R D ER Title, sxa�r. r>F. pprp, �+nrcnr�ff. xn. cvssret.. CABLE TV IN CITY COUNCIL june 26, 1978 Consider next Meting. IN CITY Comm. say 1o119'18 CONSIDER NEAT MEETING CITT cum IN CITY COUNCIL AUGUST 28,1978 CO M SECOND NEETI�NvGG SBPTENBER �CLGww�_ City Clerk IN CITY COUNCIL BEPTENIKER 25v1978 CONSIDER MEETING OCTOBER 23�1978 CITY CLERKS b1E�JdX-8 Iri O.w CITY CLETU'S OFFICE IN CITY COUNCIL OCTOBER 231978 indefinitely postponed L 4ZZL� .)2o h7l� C A T V FRANCHISE A FRANCHISE OF THE CITY OF BANGOR, MAINE, GRANTING TO COASTAL CABLE CORP., 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 CITY OF BANGOR, MAINE, POLES, WIRES, CABLES, UNDERGROUND CONDUITS, MANHOLES, CONDUCTORS, AND FIXTURES NECESSARY FOR THE MAINTENANCE AND OPERATION OF A COMMUNITY ANTENNA TELEVISION SYSTEM IN THE CITY OF BANGOR, MAINE, AND SETTING THE TERM AND CONDITIONS OF THE FRANCHISE. WHEREAS, Coastal Cable Corp. ("Coastal") is currently the holder of a franchise from Che City Of Bangor for the opera- tion of a Community Antenna Television ("CATV") System which franchise expires on April 26, 1961; and WHEREAS, Adams -Russell CO..r, Inc. ("A -R") has acquired all of the outstanding Stock of Codstal;.and WHEREAS., the City of Bangor is willing to terminate the present £rancEise and grant a new franchise (the Franchise) upon the terms and conditions hereinafter get forth: NOW, THEREFORE, the City of Bangor, Maine, grants t0 Coastal, its successors, heirs and assigns an extension of the Franchise t0 construct, Own and operate a CATV system pursuant to the following revised terms and conditions: -2 - Section 1. Short Title This Franchise shall be known as may be cited as "Bangor CATV Franchise". Section 2. Definitions For the purpose of this Franchise the follow- ing 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 directory. (a) City shall mean the City of Bangor, 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 or 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 manage- -3 - meet, and commercial establishments located on the premises of cush apartment dwellings. (d) "City Council' is the City Council of the City of Bangor, Maine and "City Manager" is the City Manager of the City of Bangor, Maine. (e) "Grantor' is the City of Bangor, Maine. (f) "Grantee" is Coastal Cable Corp. a corporation organized, and existing under the laws of the State of Maine and having a principal place of business in Bangor, Maine, its successors or assigns. (9) "FCC" is the Federal Communications Con- mission - (h) "Person" shall mean any person, firm, partner- ship, association, corporation, company or other organization of any kind. (i) "Subscriber" shall mean any "person" so described in subsection (h) who purchasesor receives service from the Grantee. (j) "Franchise" shall mean the authorization granted hereunder relating to the right, privilege and exclusive authorityto 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 exten- sions thereof, and additions thereto, in the City, a system of poles, wires, cables, optical fibres, underground conduits, manholes and other conductors and fixtures necessary to maintain and operate a CATV system. (k) "CPI" shall mean the Consumer Price Index published by the Bureau of Labor Statistics of the U. S. Department of Labor. Section 3. Grant of Exclusive CATV Franchise (a) There is hereby granted by Grantor to Grantee the exclusive Franchise, right, privilege, authority, easement and license to construct, reconstruct, replace, remove, repair, erect, suspend, install, renew, maintain and operate throughout the entire City in, upon, along, across, above, over and under the streets, avenues, highways, sidewalks, alleys, 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 in the City of a CATV system. This Franchise shall further include the Franchise, right, privilege, and authority to construct, erect, suspend, install, lay, renew, repair, maintain and operate such poles, wires, cables, underground conduits, manholes, ducts, trenches, fixtures, appliances, and appurtenances for the purpose of distribution to inhabitants both within and beyond the limits of the City. Without limiting the generality of the foregoing, this exclusive Franchise shall and does hereby include the right to erect, install, construct, reconstruct, replace, remove, repair, maintain and operate in or upon, under, across, and from 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 City, 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, co -axial cables, wave guides, and optical cables, any and all television, radio, electrical and electronic energy, pictures, sound, signals, impulses and communications uni-directional and multi -directional of every nature and description, audio and video, embracing any and all frequencies of the electro- magnetic and optical spectrum, and 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 City. This grant 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 City and for any areas henceforth 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. For the first five years of the Franchise the annual fee shall be $0.50 per safe - scriber, for the second five years it shall be $0.75 per sub- - scriber; the fee shall be $1.00 per subscriber if the option is re- newed pursuant to Section 4 hereinbelow. Payment of the fee shall be made to the Grantor prior to the following March 15. The franchise fee shall be included in the base rates contemplated in Section 9 hereof and shall not be separately stated on customer bills. Section 4. Effective Date, Term, and Renewal Option (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 City Council, and the Franchise shall continue in full force and effect for ten (10) years after date of final execution. (b) At the request of Grantee, made not less than nine (9) months prior to the expiration of the original term of ten (10) years, the Grantor shall extend this Franchise for an additional five (5) year period unless a determination has been made by the City Council that the performance of the Grantee during the initial term has been unsatisfactory. Unsatis- -I - factory performance shall be defined as continuous failure over a six months period to meet FCC technical specifications.in a third or more of the system, and/or as consistent failure over a significant period to respond to trouble calls and/or service complaints within the time limits specified in the Franchise. Section 5. Compliance with Applicable Law and Police Powers (a). The work done in connection with the construction, service or repair of Grantee's CATV system shall be subject to and governed by all laws, rules and regulations of the City now in force or hereafter passed and adopted. In addition, the construction, maintenance and - operation of Grantee's CATV system and all property of Grantee subject to this Franchise shall he subject to all police powers and regulations of Grantor. Grantor shall have the power at any time to order and require Grantee to remove and abate any facility or condition that is dangerous to life or property. (b) Grantor shall have the right to adopt, in addition to the provisions contained in this Franchise and existing applicable ordinances, such local laws or 6 regulations as it shall find necessary from time to time in the exetcise of its police power. Section 6. Indemnification and Insurance (a) Grantee shall indemnify and save Grantor harmless from all losses sustained by the Grantor on account of any suit, judgment, execution, claim, damage or demand whatsoever occasioned by or arising out of the operation or maintenance of Grantee's CATV system in the City. Grantor shall notify Grantee within thirty (30) days after the presentation of any claim or demand, either by suit or otherwise, made against the Grantor on account of any negligence or other claim or liability occasioned by or arising out of the operation or maintenance of Grantee's CATV system in the City. (b) Grantee shall pay, and by its acceptance of this Franchise specifically agrees that it will pay, all expenses incurred by the 'City to defend itself in regard to all damages, claims, suits, and penalties occasioned or arising out of the maintenance an or operation of the CATV system. These expenses shall include reasonable attorney's feesandother expenses in defending any such claims, suits, damages, or penalties. (c) Grantee shall carry 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 -9 - accident and covering liability due to injury or death of persons in an amount not less than Five Hundred Thousand Dollars ($500,000) as t0 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 Grantee to the City Manager within sixty (60) days after effective date of this Franchise. Section ). 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 Grantee's first obtaining a street opening permit. (b) Grantee shall have the right to attach its wires to existing poles owned by Grantor or any agency of Grantor without payment of annual rental .fees, provided Grantee shall pay in advance for all costs of rearrangement Of existing wires necessary to achieve clearances as specified by the National Electrical Safety Code, and provided further that all such poles are identified and inspected by the City Engineer prior to any attachments. (c) All structures, lines, and equipment erected by Grantee within the City 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 -Is - other such structures of the electric power company or any telephone company or any other public utility which may be available to the Grantee shall be used to the extent practicable. W Grantee 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 City 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, Grantee shall, at its own cost and expense, in a manner approved by the appropriate city official, replace and restore all paving, sidewalk, driveway, or surfacing so disturbed in as good condition as before said work commenced, but in any event, so that the restored surface shall be safe for the general public. (f) If at any time during the term of this Franchise Grantor shall lawfully elect to alter or change any street, alley, easement, or other public way requiring the relocation of the facilities of Grantee, then in such event, Grantee, at its expense, upon at least forty-five (45) days written notice by the Grantor, shall, to the extent necessary to accomodate the change, remove, relay and relocate its facilities. '(g) Grantee shall, upon the request of any person wishing to move a building or other similar large object, temporariliy 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 the Grantee shall be given not less than five (5) working days advance notice to arrange for such temporary wire changes. Grantee 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, Grantee shall present a final bill to the person moving the house or object. (h) Grantee shall be responsible for the Proper and safe installation of all equipment and facilities and for the maintenance and inspection thereof. Section S. Operation, Service and Maintenance of System (a) Grantee shall maintain and operate the CATV system and render efficient service to subscribers during the term of this Pranchise. The construction, maintenance, and operation of Grantee's 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 Grantor. (b) All structures erectedbyGrantee and all lines, equipment, and connections in, over, under, and upon streets, sidewalks, alleys, and public ways and places 13 - of Grantor, wherever situated or located, shall be kept and maintained at all times in safe condition and in good order and repair by the Grantee. (c) The signal of any television or radio station carried on Grantee's CATV system shall be carried without material degradation in quality within the limits imposed by the nature of the technical equipment used in Grantee's CATV system, and as set forth by the FCC. Grantee's 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 Grantor or any Person in the City. (d) Grantee shall maintain an office in the City with one or more agents or employees and shall have sufficient employees to provide safe, adequate, and proper service for its facilities. Upon reasonable notice, Grantee shall expeditiously investigate and resolve complaints regarding the quality of service, equipment malfunctions, and other matters. Grantee's office shall be open to the public from at least 9:30 AM to 4.00 PM Monday through Friday, legal holidays excepted, and Grantee 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 13 - days. Upon installation, Grantee shall provide written notice to each subscriber of the procedure for reporting and resolving subscriber complaints. (e) Grantee's csTv system will be extended to serve additional areas where the average dwelling density of the extension is seventy-five (75) dwelling units per mile or thirty-five (35) subscribers per mile who sign two- year irrevocable service agreements. In any event, if a group of residents who would be served by an extension whose density is less than seventy-five (75) homes per mile or less than thirty-five (35) subscribers per mile desire service and present a request for service to Grantee, Grantee will prepare a cost estimate of the extension and divide the cost by the nominal density of thirty-five (35) subscribers per mile to establish the nominal unit extension cost. It will then divide the same cost estimate 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. Grantee shall construct such extension if persons residing in fifty (50) percent of homes passed agree to pay such special installation fee and sign irrevocable service agreements for a two-year period. Grantee shall construct such extension within twelve (12) months provided inclement weather does. not delay construction. In the event Grantee constructs such an extension when subscribers pay a special installation fee calculated as outlined in this subsection, Grantee 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 Grantee shall be returned to the original subscribers to such extension until said original subscribers received an accumulative amount 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 Grantee. (f) Grantee 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 City upon request of Grantor. Upon request by Grantor in writing, Grantee shall also provide additional outlets in the public buildings designated above, but may charge for the cost of labor, materials, and overhead for installation of those outlets. Monthly service for all such public connections shall be free. Section 9. Rates - Discrimination Prohibited (a) Grantee shall not make or grant preference or advantage to any person, nor subject any person to prejudice - 15 - 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 ofcharges and classified rate schedules for residential and commercial services to which any customer coming within such classification shall be entitled, nor shall it preclude reduced rates t0 senior citizens. The initial rates charged by Grantee shall be as follows: (b) RESIDENTIAL RATES 1. Installation and Disconnection Charges Installation of First Outlet: $25.00, maximum (TV Or FM) installation of Extra Outlets: $7.50 each, maximum (TV or FM) Relocation of Existing Outlets: $7.50 each Transfer of Account to New Residence: $ 1.00 for each outlet Reconnection Charge: $15.00 Disconnect Charge: Free Service Calls: Free NOTE: Installation fees apply to normal installation, i.e. where structures are located no more than 150 feet from the cable. 2. Mouthly Residential Service Charges Basic Charge for First Outlet: $7.50 per month (TV or FM) Charge for Each Extra Outlet: $1.50 per month (TV or FM) 16 3. Converter Rental Charges Standard Set Top Converters: $2.50 per month Deluxe Remote Control Converters: $3.25 per month NOTE 1: The rate for each TV outlet, whether a first outlet or an extra outlet, does not include the use of a converter. A $15.00 deposit per household will be required for converters, regardless of the number of converters installed, if converters are ever used. NOTE 2: Residential rates apply t0 each residential housing unit, whether in single-family or multi -family houses., or in apartment buildings. I£ a landlord of an apartment with four or more residential dwelling units purchases service for his building and accepts a single billing for all units, he shall be entitled to a 25 percent discount calculated on the total sun of all individual net service charges for each apartment unit in the building in consideration of the savings derived from single billing, provided he pays his bill within twenty (20)days of its due date. He shall be liable for the total amount of the sum of all individual gross service charges in the event his bill is paid after the twentieth day. Installation in such a building shall be charged on the basis of cost of material, cost of labor used, plus an — overhead factor equal to 50 percent of the cost of labor and materials. This discount does not apply to premium TV charges. 17 - NOTE 3: A.residential dwelling unit is defined as private quarters that include a sleeping area and a kitchen. NOTE 4: In the event that additional channels are added that require a converter for reception of those channels, set-top converters shall be furnished free of rental to schools and other public buildings that receive free service up to a total of twenty-five (25) converters in the entire city. The City shall have the option of purchasing converters in excess of 25 for Grantee at Grantee's cost or paying standard monthly rental charges for converters in excess of 25. The Grantee may charge for the loss or damage from abuse of these converters, but will not make a charge for repairs occasioned by normal wear and tear. (c) COMMERCIAL RATES 1. Installation Chargesf First Outlet: $25.00 Extra Outlets up to four (4): $7.50 each The charges for the installation of more than four (4) outlets will be the cost of laborandmaterials used plus overhead factor equal to 50 percent of the cost of labor and materials. 2. Monthly Service First Outlet: $ 7.50 per month All Extra Outlets used for TV: $ 3.50 per month All Extra Outlets used for FM: $ 1.50 per month Grantee may offer uniform quantity discounts from these rates. 3. Converter rental rates will be the same as residential converter rentals. Commercial rates will apply to all commercial establishments which display television sets as either a part of their business or as an accommodation to their customers. Such establishments shall include hotels, motels, stores, restaurants, nursing homes, clubs, bowling alleys, and other commercial establishments. If converters are installed, Grantee may charge a $15.00 deposit for each converter installed. SPECIAL NOTE: I£ a Nursing Home or similar facility provides units for its residents that include kitchen, such units will be treated as apartments. If such facilities do not provide individual kitchen facilities, they will be treated as motels. (d) DESIGNATED MUNICIPAL. BUILDNGS Installation First Outlet: Free Extra cutlets: At Cost of labor, materials, plus overhead factor equal to 50 percent of cost of the labor and materials Monthly Service: Free (e) SPECIAL CHARGES FOR UNDERGROUND SERVICE Commercial and Residential Actual Cost, not to Installations. exceed $60.00 Installation of Extra Will be charged as outlined Outlets: above for c rcial or residential units. - 19 Monthly Service Charges for underground service when distribution cables are placed under street or easement will be 150 percent of charges for aerial service. This premium shall not apply when developer provides the trenching costs. The monthly premium will not be charged if developer puts in cable at his cost to Grantee specifications. NOTE: The installation rate for first outlet applies when residential or commercial building is set back no more than 75 feet from street and where area between the cable and the structure is lawn, or equivalent. If the setback distance exceeds 75 feet, or if sidewalk or paved area must be opened to bury cable, the charge will be calculated on cost of labor, material, and rental of machinery, including a50 percent overhead factor on all elements of cost provided Grantee performs the work. (£) REBATE Subscribers may apply for and receive a pro -rata rebate for any interruption of service exceeding twenty-four (24) hours, providing such interruption is due solely to circumstances within the control Of Grantee. (g) DISCONNECTION FOR NON-PAYMENT - Grantee shall have the right to disconnect subscribers who are delinquent in excess of thirty (30) days, - 20 - provided that Grantee gives the delinquent subscriber at least three (3) days written notice of impending disconnection for non-payment. (h) SPECIAL RATES FOR CHARITABLE INSTITUTIONS Grantee shall provide CATV service to charitable institutions that serve the public on a non-profit basis at reduced rates. Such non-profit institutions as orphanages, non-profit hospitals, and non- profit nursing hones, shall be served at one-half the normal basic service charge. The exception to this provision is any institution that either rents televisions as a profit making enterprise or which has franchised a person or company to rent televisions for profit. Installation of CATV service in such institutions shall be done at cost of labor, materials, and overhead. (i) SPECIAL NOTES WITH RESPECT TO PAY TV CHARGES NOTE 1: Pay TV service will only be available to residential subscribers. Pay TV cannot be provided to clubs, lounges, bars, taverns, restaurants, or other commercial establishments. NOTE 2: Pay TV can be delivered only to residential subscribers who also take basic cable television service. NOTE 3: There will be only one (1) charge for Pay TV service regardless of the number of outlets in a residential dwelling unit. NOTE 4: A parental control key will be offered to pay TV subscribers. It will be installed free if requested at time of initial installation, and will be installed at a charge of $7.50 on a call back. A $7.5D deposit will be required for each key device, but will be refunded when the device is removed from the subscriber's premises. (j) COLLECTION COSTS Grantee shall have the right to make a charge to cover the collection of delinquent accounts. This charge shall fall into two classifications: Grantee may charge a fee of fifty cents to customers on monthly billing or a fee of one dollar to customers on bi-monthly billing who do not pay their bill within twenty (20) days of the start of the billing period. Grantee may include this charge', as part of a gross amount due on all bills with a statement that only the net amount of the bill is due if the payment is received by Grantee on or before the twentieth (20th) day of the billing period. Grantee may make a collection charge not to exceed the reconnection fee if it is necessary to send an employee to subscriber's premises to collect amounts overdue for forty-five (45) or more days. zz - (k) FEDERAL COPYRIGHT FEE Any copyright fee due to the United States Government pursuant to 17 U.S.C.A. 9111(d), any amendment thereto or any successor provision shall be passed through to the customers of the Grantee by means of a separately stated charge on customer bills and shall not be included as a part of the base charges contemplated in this Section 9. A schedule showing the copyright fee as from time to time calculated shall be filed by the Grantee with the City Manager. (1) CHANGES IN RATES The rates, or one or more Of them, provided for in Subsections (b), (c), (d), (e), (h) and (j) of this Section 9 may be changed at the option of the Grantee. Changes may be made no more often than once in each rate year, which for the purposes hereof shall be defined as the twelve calendar months following each April 1, commencing April 1, 1978. Without the consent of the Grantor, no category of rate provided for in the aforesaid subsections of this Section 9 shall be established which represents a percentage increase over the original rate so provided which is greater than the percentage increase in the most recently available CPI over the CPI on April 1, 1978. In making a change in a rate or rates, the Grantee shall file with the City Manager a schedule setting forth the original rates set forth in this agreement, the proposed rates, a comparison which shows the percentage increase of each of the proposed rates over the original rates, the most recently available CPI and the date thereof, and the percentage -23 - change in the CPI since April 1, 1978. Unless an increase is sought which exceeds the increase in the CPI (thus requiring affirmative action by the City), the proposed schedule of rates shall become effective at the expiration of thirty (30) days after filing with the City Manager unless the City Council notifies the Grantee in writing that the proposed increases, or any of them,will be reviewed. Within fifteen days following such notification, if the Grantee and the City Council (or a committee thereof) have not reached agreement with respect to the proposed increases, then the City Council shall hold a public hearing for the purpose of determining the reasonableness of the Proposed increase or increases and shall issue its final order with respect to the proposed rates not later than ninety (90) days after that date on which the schedule of proposed rates was filed with the City Manager. Said order shall be subject to appeal to the Penobscot County Superior Court and shall be governed by the provisions of Rule SUB of. the Maine Rules of Civil Procedure. Section 10. Grantee's Rules Grantee 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 Grantee 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. Reports and Information - (a) Grantee shall furnish to the City Manager one (1) copy of any and all petitions and applications -24 - submitted by Grantee to FCC, or any other State or Federal Regulatory Agency, commission, or agency having jurisdiction and in respect to any matters affecting CATV operations pursuant to this Franchise. (b) The City Manager is the official who shall be responsible for administration of the Franchise. (c) Grantee shall furnish annually to the City Council on or before May 1, a general written review of its CATV operations for the year past, outlining the progress of the system, the count of subscribers, the number of homes Passed, miles of, system, the effect of new regulatory actions on the system, and information to keep the City Council reasonably familiar with Grantee's overall business, together with a copy of its financial statements included in the annual audited financial statements of its parent corporation. (d) Grantee shall keep complete and accurate records of subscribers in its local office together with records on service calls and trouble calls which shall be made available on twenty-four (24) hour notice for inspection by a designated representative of the city Manager at Grantee's office. Section 12. Abandonment of Service Grantee is expressly prohibited from abandoning any portion of the system constructed under this Franchise Or any portion thereof without the written consent of the City Council. In the event Grantee makes a showing of financial loss without any reasonable expectation of terminating such losses, such written consent shall not be unreasonably withheld. section 13. Assignment (a) Without the prior approval of the City Council, which approval shall not be unreasonably withheld, Grantee shall not transfer, sell or assign control or ownership of the Franchise nor sell substantially all of the assets of its CATV system which would have the effect of transferring control of the system, and A -A, the owner of the capital stock of the Grantee, shall not sell or assign a majority of such stock. (b) Grantee shall have the right to pledge this Franchise as security for financing but all details of such arrangement must be filed with the City Manager. Section 14. Construction This Franchise shall be construed and enforced inaccordancewith the laws of the State of Maine. Section 15. Equal Employment Opportunity Grantee 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 16. Except as otherwise provided herein, any inquiry, proceeding, investigation, or other action to he taken or proposed to be taken by the City Council in regard to the operations of Grantee's CATV system,shall be taken only after thirty (30) days public notice of such action or Proposed action is served directly on Grantee and Grantee -26 - and all insterested parties and citizens have been given an Opportunity to respond in writingand/or at a hearing as may be specified by the City Council. Section 17. Severability I£ any section,- subsection, sentence, clause, phrase, or portion of this Franchise is for any reason held invalid or unconstitutional, such portion shall be considered a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portion thereof. Section 18. Cancellation of the Franchise Grantor shall have the right to cancel this Franchise for any of the following reasons: (a) If Grantee knowingly submits false records Or reports to Grantor. 11 (b) I£ Grantee persistently and deliberately fails to Complyin 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 from the City Manager; provided, however, that noncompliance shall not be cause for cancellation if Grantee is making a bona fide attempt to cure the condition causing noncompliance. (c) If any officer of Grantee gives perjured sworn testimony to the City Council. Section 19. Disposition 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 Grantor shall, after at least six months have elapsed from 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 Grantor, including legal fees, the balance of the proceeds shall be returned to Grantee. Section 20. The effective date of this Franchise shall be CITY OF BANGOR, MAINE By City Manager ATTEST: City Clerk COASTAL CABLE CORP. . By President ATTEST: Secretary Adams -Russell Co., Inc. hereby accepts the restrictions on the transfee of the stock of the Grantee imposed by Section 13(a) of this agreement. ADAMS -RUSSELL CO., INC.