ADELPHIA 2 - 2005 - Laserfiche WebLink

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(b) The City Council's hearing process will afford the Grantee adequate notice and the opportunity to participate in the proceedings through its designated representatives. (c) At the hearing, Grantee may present oral argument to the City Council. At that or any continued hearing, the City Council will determine appropriate course of action for enforcement of the Grantor's rights under the franchise. All decisions of the City Council will be made by resolution and will include findings of fact and conclusions. A copy ofthe resolution will be transmitted to the Grantee. The decision ofthe City Council will be final and dispositive and without prejudice to Grantee's right to pursue any remedies provided by state or federal law. 12. CONTINUITY OF CABLE TELEVISION SYSTEM SERVICES 12.1. Continuitv of Service. The parties acknowledge that it is the right of all subscribers to receive all services authorized by this Agreement so long as they honor their financial and other obligations to the Grantee. During Grantee's operation of the system, and upon any future sale of the system, Grantee must use commercially reasonable efforts to provide continuous service to subscribers. In the event of purchase by Grantor, or a change of franchisee, Grantee will cooperate with Grantor or the new franchisee to operate the system for an interim period in order to maintain continuity of service to all subscribers. If Grantee intentionally abandons all cable services on a system-wide basis for seven consecutive calendar days, and Grantee is in material default of this Agreement, or if the franchise is revoked by Grantor, then Grantor may, by resolution, when reasonable cause is deemed to exist, assume operation of the system on an interim basis for the purpose of maintaining continuity of service. Grantor's operation of the system may continue until the circumstances that, in the judgment of the Grantor, resulted in the cessation of cable services are resolved to Grantor's satisfaction. Grantor is entitled to receive all revenues and is responsible for all obligations and liabilities during any period in which it operates the system. 12.2. Operation and Management bv Grantor. (a) During any period when the system is being operated by Grantor under Subsection 12. I above, Grantor will attempt to minimize the disruption of operations in a manner consistent with the maintenance of continuing service to subscribers. Notwithstanding the foregoing, Grantor may, as it deems necessary, make any changes in any aspect of operations that, in Grantor's reasonable judgment, are required for the preservation of quality and continuity of service. During that period, Grantor will also maintain the system's records, physical plant, financial integrity, funds, and other elements normally involved in operations. (b) Grantor may, upon assuming operation of the system, appoint a manager to act for it in conducting the system's affairs. That manager will have such authority as may be delegated by Grantor and will be solely responsible to Grantor for management of the system. 12097-0002\680672v19.doc -34- City of Santa Ana EXEClITION COPY 4/07/05