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HomeMy WebLinkAbout16133 ORD - 03/25/19811.F.aRi—�a AN ORDINANCE GRANTING A FRANCHISE TO ATHENA CABLEVISION OF CORPUS CHRISTI, INC., TO OPERATE AND MAINTAIN A COMMUNITY ANTENNA TELEVISION SYSTEM IN THE CITY FOR A TERM NOT TO EXCEED FIFTEEN (15) YEARS; SETTING FORTH CONDITIONS ACCOMPANYING THE GRANT OF FRANCHISE; PROVIDING FOR CITY REGULATION AND USE OF THE COMMUNITY ANTENNA TELEVISION SYSTEM; PRESCRIBING PENALTIES FOR VIOLATION OF THE FRANCHISE PROVISIONS; AND PROVIDING FOR PUBLICATION. WHEREAS, the terms of the franchise granted to Athena Cablevision of Corpus Christi, Inc. (hereinafter referred to as "Athena") to operate a community antenna television system within the City of Corpus Christi (hereinafter referred to as "City") expired on November 17, 1979; and WHEREAS, on October 17, 1979 the City Council notified Athena that its franchise would expire on November 17, 1979 and granted permission for that company to operate after November 17, 1979 on a week -to -week basis not to exceed six months; and WHEREAS, on May 14, 1980 the City Council granted Athena permission to continue to operate after May 17, 1980 on a week -to -week basis during the consideration of a franchise renewal; and WHEREAS, on December 8, 1980 Athena submitted to the City a proposal for a renewal of the franchise which proposal was subsequently expanded upon in a revised proposal on February 18, 1981; and WHEREAS, on February 26, 1981 Athena verbally modified the February 18 proposal to include increased channel capacity and community service which verbal proposal was confirmed by a written letter on March 6, 1981; and WHEREAS, it is the intent that an agreement be entered into between the City and Athena to renew said franchise with certain modifications incorporated herein; and WHEREAS, the City has conducted public and open discussions affording the public reasonable opportunity to be heard and such discussions have included analysis and consideration of the technical ability, financial condition, legal qualification and general character of the franchisee; and WHEREAS, after such consideration the City has agreed to allow Athena within 30 days from the date of final passage of this franchise to either accept or reject the terms and conditions; and 4_6133 M1CROFILMECt. 'SEP 27 1984 WHEREAS, upon receipt of the franchise by Athena and within the 30 days from after the date of final passage of the franchise ordinance, Athena has agreed to accept the terms and conditions of the franchise; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. SHORT TITLE. This ordinance shall be known and may be cited as the "Corpus Christi Cable Television Franchise". SECTION 2. DEFINITIONS. For the purpose of this ordinance, the following terms, phrases, words, and their derivations shall have the meaning given herein. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular number, words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. (1) "BASIC SERVICE" shall mean all communication services provided by the grantee including the delivery of broadcast signals and programming originated over the cable system, covered by the regular monthly charge paid by subscribers, excluding optional services for which a separate charge is made. (2) "CITY" is the City of Corpus Christi, Texas as it now exists and any area annexed thereto. (3) "CITY MANAGER" is the person or his designated agent responsible to see that all terms and conditions of the franchise are met and performed and in case of any violation take such action as necessary and proper to enforce or terminate the franchise. (4) "CLASS IV CHANNEL" shall mean a signaling path provided by a cable television system to transmit signals of any type from a subscriber terminal to another point in the cable television system. (5) "CONVERTER" shall mean an electronic device, which converts signals to a frequency not susceptible to interference within the television receiver of a subscriber, and by an appropriate channel selector also permits a subscriber to view or receive all signals delivered at designated converter dial locations. (6) "COUNCIL" is the City Council of Corpus Christi, Texas. (7) "COMMUNITY ANTENNA TELEVISION SYSTEM", hereinafter referred to as "CATV System" or "System", means a system of coaxial cables or 2 ( other electrical conductors and equipment used or to be used primarily to receive audio and video signals, directly or indirectly off -the -air, by microwave, and by local origination, and to transmit them to subscribers for a fee. (8) "FCC" shall mean the Federal Communication Commission or any legally appointed, designated or elected agent or successor. (9) "GRANTEE" shall mean Athena Cablevision of Corpus Christi, Inc. or anyone who succeeds Athena in accordance with the provisions of this franchise. (10) "GRANTOR" shall mean the City of Corpus Christi. (11) "GROSS ANNUAL REVENUES" shall mean all revenues derived directly or indirectly by the Grantee, its affiliates, subsidiaries, parent, and any person in which the Grantee has a financial interest, from providing cable television services within the City. The term shall include, but not be limited to, installation and reconnection fees, subscriber fees for basic service, charges for lease of channels, revenue from advertising, and revenue from pay television service, converter sales or rentals, studio rental, and production equipment and personnel fees. The term shall not include revenues received from any taxes on services furnished by the Grantee which are unposed directly on any subscriber or user by any city, state, or other governmental unit and collected by the Grantee for such governmental unit. (12) "INSTALLATION" shall mean the connection of the system from feeder cable to subscribers' terminals. (13) "LOCAL STATION" is a television broadcasting station required by FCC regulations to be carried in the Corpus Christi metropolitan area. (14) "PERSON" shall mean any individual firm, partnership, association, corporation, company, or organization of any kind. (15) "PAY TELEVISION" shall mean the delivery over the CATV system of video and audio signals in intelligible form to subscribers for a fee or charge over and above the charge for basic service, on a per program, per channel, or other subscription basis. (16) "PROPOSAL" shall mean Athena Cablevision Corporation's Proposal to the City of Corpus Christi on February 18, 1981, as revised by written letter on March 6, 1981, and attached hereto as Exhibit "A". 3 (17) "SUBSCRIBER" shall mean a recipient of services which are delivered over the CATV System. (18) "STREET" shall mean the surface of and the space above and below any public street, road, highway, freeway, lane, path, public way or place, sidewalk, alley, boulevard, parkway, drive or other easement now or hereafter held by the City and shall include other easements or rights of way as shall be now held or hereafter held by the City. (19) "USER" shall mean a person utilizing a cable television system channel for purposes of production or transmission of materials to subscribers. SECTION 3. GRANT OF NONEXCLUSIVE AUTHORITY. A. There is hereby granted by the City to the Grantee the right and privilege to construct, erect, operate and maintain, in, upon, along, across, above, over and under the streets, alleys, easements, public ways and places now laid out or dedicated, and all extensions thereof, and additions thereto, in the City, poles, wires, cables, underground conduits, manholes, and other television conductors and fixtures necessary for the maintenance and operation in the City of a CATV system for the interception, sale and distribution of audio and video signals, subject to the conditions herein set forth. B. The right to use and occupy said streets, alleys, easements, public ways and places for the purposes herein set forth shall not be exclusive, and the City reserves the right to grant similar use of said streets, alleys, public ways and places, to any person at any time during the period of this franchise. SECTION 4. FRANCHISE TERRITORY. The franchise is for the present territorial limits of the City and for any area henceforth added thereto during the term of the franchise. SECTION 5. COSTS TO THE GRANTEE. Costs to be borne by the Grantee for the franchise renewal shall include all costs incurred by the City in its franchise renewal study, evaluation, and preparation, not to exceed Twenty Thousand Dollars ($20,000). Grantee shall, in addition, pay all costs of publication of this ordinance. SECTION 6. DURATION AND ACCEPTANCE OF FRANCHISE. A. The franchise and the rights, privileges and authority hereby granted shall take effect and be in force ten days after final passage thereof, 4 or upon acceptance by the Grantee, which ever is later, and shall continue in force and effect for a term not to exceed fifteen (15) years, provided that within thirty (30) days after the date of final passage of the franchise the Grantee shall file with the City Secretary its unconditional acceptance of the franchise and promise to comply with and abide by all its provisions, terms, and conditions. Such acceptance and promise shall be in writing duly executed and sworn to by the appropriate officers of the Grantee and countersigned by the appropriate officer of Athena Communications Corporation before a notary public or other officer authorized by law to administer oaths. B. The franchise shall be for a term of five (5) years unless sooner terminated by default as described herein. The franchise shall be extended for a cumulative term of fifteen years from the date of final passage of this ordinance provided that Grantee has completed and activated Phase 1 and Phase 2 of the entire system rebuild as described in Exhibits "B" and "C" which are incorporated herein by reference, on or before May 1, 1986. Grantee shall notify the City Manager in writing immediately upon completion and activiation of each such phase. Notwithstanding any other provision of this ordinance, the franchise shall not be extended for a cumulative term of fifteen (15) years as provided above until the City shall have been given a reasonable period of time (during which time the franchise will continue) commencing May 1, 1986, and expiring no later than June 1, 1986, in order to make its determination whether Grantee has not fully completed and activated the Phase 2 rebuild on or before May 1, 1986. Should the City Council find that the Grantee has not fully and timely completed and activated the Phase 2 rebuild, the term of the franchise will immediately cease and the franchise shall terminate, unless extended for some additional period as may be determined by the City Council. SECTION 7. COMPLIANCE WITH APPLICABLE LAWS AND ORDINANCES. A. Grantee shall, at all times during the life of its franchise hereunder, be subject to the lawful exercise of the police power by the City and to such reasonable regulations as the City may hereafter establish by resolution or ordinance. B. Not withstanding any other provisions of this franchise to the contrary, the Grantee shall at all times comply with all laws and regulations of the state and federal government or any administrative agency thereof. 5 Provided, however, if any such state or federal law or regulation shall require or permit the Grantee to perform any service or shall prohibit the Grantee from performing any service, in conflict with the terms of this franchise or of any law or regulation of the City, then as soon as possible following knowledge thereof, the Grantee shall notify the City Manager of the point of conflict believed to exist between such regulation or law and the laws or regulations of the City or this franchise. If the City Manager determines that a material provision of this franchise is affected by any subsequent action of the state or federal government, the City shall have the right to modify any of the provisions herein to such reasonable extent as may be necessary to carry out the full intent and purpose of this agreement. SECTION 8. SECURITY FUND. A. Within thirty (30) days after the effective date of the franchise, the Grantee shall deposit the sum of Fifty Thousand Dollars ($50,000) into a bank account, established and controlled by the City, and Grantee shall maintain on deposit throughout the term of this franchise, said sum of Fifty Thousand Dollars ($50,000) as the security for the faithful performance by Grantee of all the provisions of this franchise, and compliance with all orders, permits, and directions of any officer of the City having jurisdiction over its acts or defaults under this franchise and the payment by the Grantee of any claims, liens and taxes due the City which arise by reason of the rebuild, operation or maintenance of the system. Grantee shall have the right to earn interest on funds deposited in the Security Fund. B. Within thirty (30) days after notice to the Grantee that any amount has been withdrawn by the City from the Security Fund pursuant to subdivision (A) of this Section, the Grantee shall deposit a sum of money sufficient to restore the Security Fund to the original $50,000 amount. In the event that the Grantee fails to fully restore the Security Fund to the original amount within the 30 -day time period, Grantee shall forfeit all funds then remaining in the Security Fund and the City may at its option revoke the franchise. If the City does not revoke the franchise, Grantee must re-establish the Security Fund in the manner provided in subdivision (A) of this Section. C. If the Grantee fails, after ten (10) days notice to pay to the City any taxes due and unpaid, or, fails to repay to the City, within such ten (10) 6 days, any damages, costs, or expenses which the City shall be compelled to pay by reason of any act or default of the Grantee in connection with this franchise; or fails after thirty (30) days notice by the City of such failure to comply with any provision of the franchise which the City reasonably determines can be remedied by an expenditure from the Security Fund, the City may immediately withdraw the amount thereof, with applicable interest and penalty, from the Security Fund. Upon such withdrawal, the City shall notify the Grantee of the amount and date thereof. D. The Security Fund deposited pursuant to this Section shall become the property of the City in the event that the franchise is cancelled by reason of the default of the Grantee or revoked for cause. The Grantee, however, shall be entitled to the return of such Security Fund, or portion thereof, as remains on deposit at the expiration of the term of the franchise, or upon termination of the franchise at an earlier date provided that there is then no outstanding default on the part of the Grantee. E. The rights reserved to the City with respect to the Security Fund are in addition to all other rights of the City whether reserved by the franchise or authorized by law, and no action, proceeding, or exercise of a right with respect to such Security Fund shall affect any other right the City may have. SECTION 9. LIABILITY AND INDEMNIFICATION. A. The Grantee shall, upon its acceptance of this franchise, and at all times during the existence of this franchise, maintain in full force and effect, at its own expense, a general comprehensive liability insurance policy, in protection of the City of Corpus Christi, its officers, board, commissions, agents and employees, in a company approved by the City Manager and in a form satisfactory to the City Attorney, insuring the Grantee and the City against liability for loss or damage for personal injury, death, and property damage, occasioned by the operations of Grantee under such franchise, with initial minimum liability limits of $500,000 for personal injury or death of any one person and $1,000,000 for personal injury or death of two or more persons in any one occurrence, and $300,000 for damage to property resulting from any one occurrence and such limits may be changed by written notice to Grantee from time to time by the City Council to reflect changing liability limits. The 7 Grantee shall notify the City Attorney immediately of any litigation that may cause a claim to be made against this insurance. B. The insurance policy shall contain the provision that written notice of cancellation or reduction in coverage of said policy shall be delivered to the City ten (10) days in advance of the effective date thereof; and such policy shall include the City as an additional named insured. C. No franchise granted under this ordinance shall be effective unless or until the policy of insurance as required in this section has been filed with the City Secretary. D. Within thirty (30) days after the award of this franchise, the Grantee shall obtain and maintain at its cost and expense, and file with the City Secretary, a bond acceptable to the City Attorney in a company authorized to do business in the State of Texas in the amount of Two Hundred Thousand Dollars ($200,000) to guarantee the timely rebuild and full activation of Phase 1 and Phase 2 of the cable television system. In addition to the provisions of Section 22(B), the bond shall provide the following condition: There shall be recoverable by the City, jointly and severally from the principal and surety, the sum of $200,000 upon written notice from City that Grantee has failed to satisfactorily complete the rebuild of Phase 1 and Phase 2 and fully activate the cable television system throughout the franchise area. Any extension to the prescribed time limit must be expressly authorized by the City Council. Such extension shall be authorized only when the City Council finds that such extension is necessary and appropriate due to causes beyond the control of the Grantee. Such bond shall be terminated after the City Council finds through resolution that the Grantee has satisfactorily completed both Phase 1 and Phase 2 of the system rebuild and activation of the entire system to the expanded channel capacity. The rights reserved to the City with respect to such bond are in addition to all other rights of the City, whether reserved by this ordinance or authorized by law, and no action, proceeding, or exercise of a right with respect to such bond shall affect any other rights the City may have. Such bond shall contain the following endorsement: "It is hereby understood and agreed that this bond may not be cancelled by the surety, nor the intention not to renew be exercised by the surety until sixty (60) days after receipt by the City, by 8 registered mail, of a written notice of such intent to cancel or not to renew." E. Grantee shall, at its sole cost and expense, fully indemnify, defend and hold harmless the City, its officers, boards, commissions and employees against any and all claims, suits, actions, liability, and judgments for damages (including but not limited to expenses for reasonable legal fees and disbursements and liabilities assumed by the City in connection therewith): (1) To persons or property, in any way arising out of or through the acts or omissions of Grantee, its servants, agents or employees, or to which Grantee's negligence shall in any way contribute; (2) Arising out of any claim for invasion of the right of privacy, for defamation of any person, firm or corporation; or for the violation or infringement of any copyright, trademark, trade name, service mark or patent, or of any other right of any person, firm or corporation (excluding claims arising out of or relating to City programming); and (3) Arising out of the Grantee's failure to comply with the provisions of any federal, state, or local statute, ordinance or regulation applicable to Grantee in its business hereunder. The foregoing indemnity is conditioned upon the following: The City shall give Grantee prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this section. Nothing herein shall be deemed to prevent the City from cooperating with Grantee and participating in the defense of any litigation by City's own counsel at its sole cost and expense. No recovery by the City of any sum by reason of the Security Fund required in Section 8 hereof shall be any limitation upon the liability of the Grantee to the City under the terms of this section, except that any sum so received by the City shall be deducted from any recovery which the City might have against the Grantee under the terms of this section. SECTION 10. DISTRIBUTION, DISCRIMINATION, AND RIGHTS OF INDIVIDUALS. A. The Grantee shall not grant any preference to any person or subject any person within any class of subscribers to any discrimination as to rates, charges, service, service facilities, rules or regulations or in any other 9 respect; provided, however, that this section shall not be deemed to prohibit bona fide promotional activities by the Grantee. B. Grantee shall not deny service, deny access, or otherwise discriminate against subscribers, channel users, or general citizens on the basis of race, color, religion, national origin, or sex. Grantee shall comply at all times with all other applicable federal, state and local laws and regulations, and all executive and administrative orders relating to nondiscrimination which are hereby incorporated and made part of this ordinance by reference. C. Grantee shall strictly adhere to the equal employment opportunity requirements of the FCC, state and local regulations, and as amended from time to time. D. No signals of a Class IV cable communications channel shall be transmitted from a subscriber terminal for purposes of monitoring individual viewing patterns or practices without the express written permission of the subscriber. The request for such permission shall be contained in a separate document with a prominent statement that the subscriber is authorizing the permission in full knowledge of its provisions. Such written permission shall be for a limited period of time not to exceed one (1) year, which shall be renewable at the option of the subscriber. No penalty shall be invoked for a subscriber's failure to provide or renew such an authorization. The authorization shall be revokable at any time by the subscriber without penalty of any kind whatsoever. Such authorization is required for each type of classification of Class IV cable television activity planned; provided however, that the Grantee shall be entitled to conduct system -wide or individually addressed "sweeps" for the purpose of verifying system integrity, controlling return -path transmission, or billing for pay service. E. The Grantee, or any of its agents or employees, shall not, without the specific written authorization of the City or of the subscriber involved, sell, or otherwise make available to any party: (1) lists of the names and addresses of such subscribers, or (2) any list which identifies the viewing habits of subscribers. F. All programs of local TV stations and local FM radio stations carried by the Grantee shall be carried in their entirety as received with announcements and advertising and without additions. 10 SECTION 11. SIGNAL QUALITY REQUIREMENTS. A. The Grantee shall produce a picture, whether in black and white or in color, that is undistorted, free from ghost images, and accompanied with proper sound on typical standard production TV sets in good repair, and as good as the state of the art allows. B. The Grantee shall transmit signals of adequate strength to produce good pictures with good sound at all outlets without causing cross - modulation in the cables or interfering with other electrical or electronic systems. C. Minimum technical standards will be maintained as outlined in Exhibit "A", Form I, as proposed for the 26 channel capacity system and as set forth in Grantee's revised Form I for the 54 channel capacity system. D. The Grantee shall limit failures to a minimum by locating and correcting malfunctions promptly, but in no event longer than forth -eight (48) hours after notice. Whenever service is interrupted to any subscriber for any period of time in excess of 48 hours, the subscriber shall receive a rebate of one -thirtieth (1/30th) of the subscriber's monthly service fee for each day or part thereof between the end of the 48 hours and the time service is restored to proper standards. SECTION 12. OPERATION AND MAINTENANCE OF SYSTEM. A. The Grantee shall render efficient service and make repairs properly and promptly, with normal service calls made within 24 hours of customer call. In no event will service calls be delayed beyond the next business day following said 24-hour period. After normal business hours, service calls will be handled by a dispatch service via telephone or a two-way radio to "stand-by" technicians. Experienced engineering staff will be available to work with "stand-by" technicians in helping solve more difficult problems. Interruption of service will be only for good cause and for the shortest time possible. Such interruptions, insofar as possible, shall be preceded by notice and shall occur during period of minimum use of the system. B. The Grantee shall maintain an office in the City which shall be open during all usual business hours, having adequate listed local, toll free telephone service and be so operated that complaints and requests for repairs or adjustments may be received on a 24-hour basis. The Director of Public Utilities shall be the responsible City official to see that customer service 11 complaints are properly handled. As subscribers are connected to the system, the Grantee shall, by appropriate means, such as a card or brochure, furnish information concerning the procedures for making inquiries or complaints. Such procedure shall include the title, telephone number, and address of the person employed by the Grantee to whom such inquiries or complaints should be addressed. In addition, the information shall specify that the City's Director of Public Utilities is responsible for intervening in customer complaints which in the judgment of the customer have been unsatisfactorily handled with the telephone number and address of that office. C. All correspondence to and from subscribers, including customer complaints, will be time and date stamped and retained by the Grantee for at least three years. A complaint form will be completed for each complaint containing details about the complaint and the action taken. Such forms will be time and date stamped and kept by the Grantee for at least three years. A form will be made out for each service call to a subscriber's residence containing a complete record of the service call. Details of the time taken, time dispatched and time completed will be stamped on the form. Such forms will be retained by the Grantee for at least three years. Post cards for customer comments will be sent to each subscriber who has had a service call for an evaluation of how the Grantee has responded to the complaint. Such cards will be retained by the Grantee for at least three years. D. When there have been a pattern of complaints made, or where there exists other evidence, which, in the judgment of the City, casts doubt on the reliability or quality of cable service, the City shall have the right and authority to require the Grantee to test, analyze, and report on the performance of the system. Grantee shall fully cooperate with the City in performing such testing and shall prepare results and a report, if requested, within thirty (30) days after notice. Such report shall include the following information: (1) The nature of the complaint or problem which precipitated the special tests. (2) What system component was tested. (3) The equipment used and procedures taken in testing. (4) The method, if any, in which such complaint or problem was resolved. 12 (5) Any other information pertinent to said tests and analysis which may be required. The City may require that tests be supervised by a professional engineer not on the permanent staff of the Grantee. The engineer should sign all records of special tests and forward to the City such records with a report interpreting the results of the tests and recommending actions to be taken. The City's rights under this subsection shall be limited to requiring tests, analyses, and reports covering specific subjects and characteristics based on said complaints or other evidences when and under such circumstances as the City has reasonable grounds to believe that the complaints or other evidence require that tests be performed to protect the public against substandard cable service. City shall provide Grantee in writing its grounds for requesting such tests. E. The service furnished by the Grantee hereunder to said City and its inhabitants shall be first class in all respects and shall be such as will insure the least danger to life and property. Such service shall at all times conform to those technical standards submitted by the Grantee as part of its revised proposal marked Exhibit "A" and incorporated herein by reference as well as FCC technical standards, and other applicable laws, ordinances, and construction standards. In addition, Grantee shall provide the City, upon request, with a written report of the results of Grantee's annual proof of performance tests conducted pursuant to FCC standards and requirements. F. All installations made by the Grantee shall be in good, substantial, safe condition and maintained in such condition at all times. The Grantee shall make no excavations in the street, alleys, and public places without first procuring a written permit from the office of the City's Director of Engineering and Physical Development, and all work of such kind shall be done under the supervision of the Director and so as to meet the approval of the Director. No charge will be made by the City for said permit. G. All installations and connections of wires, cables, and lines from Grantee's equipment and facilities to subscribers' residences and buildings shall be made and constructed so that openings shall be waterproof and inaccessible to insects and vermin. 11. The Grantee shall install, at the subscriber's request, an efficient antenna switch by which the subscriber may easily and conveniently 13 t switch the television receiver from the cable input to an antenna for direct off -the -air reception and Grantee shall at the time of service connection so advise the subscriber in writing that such a switch is available. Grantee may charge for this service not more than Grantee's direct purchase price of such switch. I. The Grantee shall continue, through the term of this franchise, to maintain quality of service and meet operational and technical standards. Should the City find that the Grantee has failed to maintain adequate quality of service and meet operational and technical standards, it shall specifically enumerate such improvements to be made and so notify the Grantee in writing. Failure to make such improvements within three (3) months of the date of notification shall be deemed a violation of the franchise for which civil penalties provided in Section 25(E) are applicable. SECTION 13. SAFETY REQUIREMENTS. A. The Grantee shall at all times employ ordinary care and shall install, maintain and use commonly accepted methods and devices for preventing failures and accidents which are likely to cause damage, injuries or nuisances to the public. B. Grantee shall install and maintain its wires, cables, fixtures, and other equipment in accordance with the requirements of the National Electrical Safety Code (National Bureau of Standards); National Electrical Code (National Bureau of Fire Underwriters); Bell System Code of Pole Line Construction; and any applicable City Code. The installations shall not interfere or conflict with any installations of the City or of any other utility serving the City. C. Grantee shall at all times keep and maintain in a safe, suitable, substantial condition, and in good order and repair all structures, lines, equipment and connections in, over, under, and upon the streets, sidewalks, alleys, and public ways or places of the City, wherever situated or located. D. Grantee shall maintain a force of one or more residing agents or employees at all times and shall have sufficient employees to provide safe, adequate, and proper services for its facilities. SECTION 14. CONDITIONS ON STREET OR EASEMENT OCCUPANCY AND COMMON USER OR LEASE OF FACILITIES. A. Grantee shall use the poles, lines, conduits, cables or other facilities maintained by the telephone and electric companies when and where 14 such facilities can be obtained, provided satisfactory agreements can be entered into with said utility companies, in lieu of_ constructing its own poles, in order to carry its cables and conduits and other equipment that may be necessary in order to conduct its business in the City. In such case, Grantee shall file a certificate with the City Secretary which will recite that such an agreement has been entered into, setting forth the terms and duration of the agreement. B. Grantee shall not place poles or fixtures where the same will interfere with any gas, electric or telephone fixtures, water hydrant or main, or sanitary or storm sewer and all such poles or other fixtures placed in any street shall be placed at the outer edge of the sidewalk and inside the curb line, and those placed in alleys shall be placed as close as physically practicable to a side lot line of the lots abutting on said alley, and then in such a manner as not to interfere with the usual travel on said streets, alleys and public ways. Grantee shall be required to use existing poles, except where service is provided by underground installation. C. In any subdivision of the City where telephone and electric lines and cables are presently existing and serving said subdivision and are located below ground, Grantee shall arrange to place its cables and wires below ground. Rear yard easements shall be used wherever feasible. Street right -of -Way will be used only with extreme care and as approved by the Director of Engineering and Physical Development. Junction boxes, pedestals, or other structures shall be located so that markings are on the private property side rather than the street right-of-way. Where said telephone and electric lines and cables are located above ground, Grantee may arrange to place its cables and wires below ground, with the approval of the Director of Engineering and Physical Development. D. In any case of disturbance of pavement, sidewalk, driveway or any portion of the public right-of-way, Grantee shall submit to the satisfaction of the Director of Engineering and Physical Development plans and specifications for such work for approval. Grantee shall in a manner required by and approved by the Department of Engineering and Physical Development, replace and restore all paving, sidewalks, driveways or surface of any street or alley disturbed, in as good a condition as before said work was commenced, and shall maintain the restoration in an approved condition for a period of one (1) year. 15 Upon installation of underground cable system, all streets having concrete, hot -mix asphalt, or inverted penetration surface with curb and gutter construction, shall be bored and cables installed in casing. E. In the event that at any time during the period of this franchise the City shall lawfully elect to alter, or change the grade of any street, alley, or other public way, or vacate or abandon the same, Grantee, upon reasonable notice by the City, shall forthwith remove, relay or relocate its poles, wires, cables, underground conduits, manholes and other telephone fixtures, at its own expense. City shall have the right, at all times, to require Grantee to change the location of any pole, conduit, line or facility when, in the opinion of the Director of Engineering and Physical Development, the public convenience requires such change, and all expenses thereof shall be paid by Grantee. In the event a street or other public way is abandoned, Grantee shall remove all of its facilities therefrom, and restore the premises without delay or cost to the abutting owners or City. F. The Grantee's use of existing utility easements, streets, alleys and public ways may be prohibited in those instances where, in the opinion of the Director of Engineering and Physical Development, said easements, streets, alleys and public ways are overcrowded due to the present existence of utility systems and equipment. G. The Grantee's use of utility easements, streets, alleys and public ways shall be subordinated to the use of said easements by the presently existing utilities and the Grantee herein shall, in the absence of gross negligence and willful conduct of existing utilities companies, hold the City harmless for any damage to Grantee's wires and equipment located in said easements in the event same are damaged as a result of maintenance operations performed by the City on the heretofore existing facilities, and further, in the event same are damaged by the future installation, construction, extension, addition, maintenance or repair of like facilities by the City or utility companies. H. Grantee shall, upon request of any person holding a building or moving permit issued by the City, temporarily raise or lower its wires to permit the moving of buildings, with the direct cost to be borne by the mover. The Grantee shall be given a minimum of forty-eight (48) hours advance notice to arrange for such temporary wire changes. 16 I. Grantee shall fully comply with all zoning and building regulations of the City, and nothing herein contained shall be construed to constitute a waiver of any such regulations. J. Should Grantee refuse or fail to remove or relocate its lines, poles, conduits or other facilities as provided in this or any other provision of this ordinance, City shall have the right to do the work, or cause it to be done, and the cost thereof shall be chargeable to Grantee and collection may be made by court action or otherwise. K. Grantee shall obtain all necessary permits from the Texas Department of Highways and Public Transportation, the Corps of Engineers, or any other agency having jurisdiction over streets, levees and other public ways in the City, prior to any use of or construction in such streets and other public ways. L. Grantee shall agree to replace or restore to its original condition, or to a condition equal thereto, all privately and publicly owned property damaged as a result of Grantee's installation of or service to its equipment. M. The Grantee shall have the authority to trim trees overhanging any streets in the franchise area so as to prevent branches from coming in contact with the Grantee's wires and cables, except that at the option of the City, such trimming may be done by it or under its supervision and direction at the Grantee's expense. N. Failure to comply with the provisions in this section shall be subject to the civil penalties as provided in Section 25(E). SECTION 15. EXTENSION OF SERVICE. A. Line Extensions . The Grantee shall be required to extend its system pursuant to the following requirements: (1) Grantee must extend and make cable television service available to every dwelling unit within one (1) year to any unserved area reaching the minimum density of at least 40 dwelling units per street mile, as measured from the existing system. (2) Grantee must extend and make cable television service available to every dwelling unit in all unserved areas being subdivided and platted, having at least 40 dwelling units planned per street mile, as measured from the existing 17 system, and shall extend its system simultaneously with the installation of utility lines. (3) Grantee must extend .and make cable television service available to any isolated resident requesting connection at the standard connection charge, if the connection to the isolated resident would require no more than a standard two hundred fifty (250) foot aerial drop line. B. Early Extension. In areas not meeting the requirements for mandatory extension of service, Grantee shall provide, upon the request of a potential subscriber desiring service, an estimate of the costs required to extend service to said subscriber. Grantee shall then extend service upon request of said potential subscriber. Grantee may require advance payment or assurance of payment satisfactory to Grantee. The amount paid by subscriber for early extension shall be nonrefundable, and in the event the area subsequently reaches the density required for mandatory extension, such payments shall be treated as consideration for early extension. C. New Development Undergrounding. In cases of new construction or property development where utilities are to be placed underground, the developer or property owner shall give Grantee reasonable notice of such construction or development, and of the particular date on which open trenching will be available for Grantee's installation of conduit, pedestals and/or vaults, and laterals to be provided at Grantee's expense. Grantee shall also provide specifications as needed for trenching. Costs of trenching and easements required to bring service to the development shall be borne by the developer or property owner; except that if Grantee fails to install its conduit, pedestals and/or vaults, and laterals within five (5) working days of the date the trenches are available, as designated in the notice given by the developer or property owner, then should the trenches be closed after the five day period, the cost of new trenching is to be borne by Grantee. Except for the notice of the particular date on which trenching will be available to Grantee, any notice provided to Grantee by City of a pending plat shall satisfy the requirement of reasonable notice if sent to the local general manager or system engineer of Grantee prior to the approval of the plat. 18 D. Special Agreements. Nothing herein shall be construed to prevent Grantee from serving areas not covered under this section upon agreement with developers, property owners, or residents. E. Violations. Any violation of this section shall be considered a breach of the terms of this ordinance for which the provisions of Section 25 shall apply as determined by the City Council. SECTION 16. OTHER BUSINESS ACTIVITIES. A. Neither the Grantee, or its officers, employees, or agents shall engage directly or indirectly in the sale, lease, repair or service of television sets or receivers, other than the servicing of equipment owned by the Grantee as a part of its transmission system. Neither the Grantee, nor its officers, employees or agents shall suggest, recommend or single out any television sales or service firm or business establishment to be patronized by its subscribers. The Grantee shall exercise all reasonable influence on its officers, employees and agents to require their compliance with this Section. Nothing hereunder shall prohibit the Grantee, at cusomers request and without payment, from examining and adjusting customer's receiver set to determine whether reception difficulties originate in the set or in the Grantee's system. Grantee is permitted to lease, maintain, and sell converters at cost to subscribers of the system. B. This franchise authorizes only the operation of the CATV system as provided for herein, and does not take the place of any other franchise, license, or permit which might be required by law, of the Grantee. SECTION 17. CONTINUITY OF SERVICE MANDATORY. A. It shall be the right of all subscribers to continue receiving service insofar as their financial and other obligations to the Grantee are honored. In the event that the Grantee elects to overbuild, rebuild, modify, or sell the system, or the City gives notice of intent to terminate or fails to renew this franchise, the Grantee shall act so as to ensure that all subscribers receive continuous, uninterrupted service regardless of the circumstances. In the event of a change of franchisee, or in the event a new operator acquires the system, the Grantee shall cooperate with the City, new franchisee, or operator in maintaining continuity of service to all subscribers. 19 During such period, Grantee shall be entitled to the revenues for any period during which it operates the system, and shall be entitled to reasonable costs for its services when it no longer operates the system. B. In the event Grantee fails to operate the system for four (4) consecutive days without prior approval of the City or without just cause, the City may, at its option, operate the system or designate an operator until such time as Grantee restores service under conditions acceptable to the City or a permanent operator is selected. If the City is required to fulfill this obligation for the Grantee, the Grantee shall reimburse the City for all reasonable costs or damages in excess of revenues from the system received by the City that are the result of the Grantee's failure to perform. In addition, Grantee shall be subject to the civil penalties as provided in Section 25(J). SECTION 18. PAYMENT TO THE CITY. A. As compensation for the rights, privileges and franchise herein granted, Grantee shall pay to the City for each three months or quarter during the life of this franchise a fee of 4% of the gross annual revenue received by the Grantee during that quarter, the payments to be made thirty (30) days after expiration of each quarter, with each quarter ending on the last calendar day of February, May, August, and November. A statement itemizing the source of the gross annual revenues received by the Grantee during the quarter shall be submitted each quarter with the franchise payment, itemizing all revenue sources such as, but not limited to, installation revenues, basic service revenues, pay television revenues, advertising revenues, leased channel revenues, or any other gross revenue. B. Grantee shall procure and pay for all occupational licenses and permits required by the City and/or the State of Texas, and shall pay all ad valorem and other taxes or charges levied on its system and facilities, and nothing herein shall be construed to exempt Grantee from any such payments or charges. C. The City shall have the right to inspect the Grantee's income records and the right to audit and to recompute any amounts determined to be payable under this ordinance; provided, however, that such audit shall take place within thirty-six (36) months following the close of each of the Company's fiscal years. Any additional amount due to the City as a result of the audit 20 shall be paid within thirty (30) days following written notice to the Grantee by the City which notice shall include a copy of the audit report. D. In the event that any franchise payment or recomputed amount, cost or penalty, is not made on or before the applicable dates heretofore specified, interest shall be charged daily from such date at the annual rate of ten percent (10%) . E. Failure to comply with the provisions in this section shall be subject to the civil penalties as provided in Section 25(E). SECTION 19. TRANSFER OF FRANCHISE. This franchise shall be a privilege to be held in personal trust by the Grantee and cannot in any event be sold, transferred, leased, assigned or disposed of, in whole or in part, either by force or involuntary sale, or by voluntary sale, merger, consolidation or otherwise, without prior consent of the City Council of the City expressed by ordinance, and then only under such conditions as may be therein prescribed. The said consent of the City may not be arbitrarily refused; provided, however, the proposed Assignee must show financial responsibility and must agree to comply with all provisions of this ordinance. Said consent of the City Council shall be required for any change in the relationship of Athena Cablevision of Corpus Christi, Inc. to Athena Communications Corporation, or to Tele-Communications, Inc. SECTION 20. CHANGE OF CONTROL OF GRANTEE. Prior approval of the City Council shall be required where ownership or control of more than 10% of the right of control of Grantee is acquired by a person or group of persons acting in concert. By its acceptance of this franchise, the Grantee specifically grants and agrees that any such acquisition occurring without prior approval of the City Council shall constitute a violation of this franchise by the Grantee. SECTION 21. MAPS, PLATS, AND REPORTS. A. Grantee shall prepare and file a map with the Director of Engineering and Physical Development setting forth its distributing system located within the City, which map shall be corrected and brought up to date from time to time thereafter, and shall be in sufficient detail to assure the City of being currently advised as to the location of the cables and facilities of the system. 21 B. The Grantee shall file annually with the City Secretary not later than one hundred twenty (120) days after the end of the Grantee's fiscal year, a copy of its reports and those of its parent company to its stockholders (if it prepares such a report), a detailed financial statement applicable to its operations in Corpus Christi as well as its parent company, during the preceding twelve-month period, a balance sheet and a statement of its properties devoted to CATV operations, by categories, giving its investment in such properties on the basis of original cost, less the applicable depreciation in the CATV system in Corpus Christi as well as its parent company. These reports shall be prepared or approved by a Certified Public Accountant and there shall be submitted along with them such other reasonable information as the City Council shall request with respect to the Grantee's properties and expenses related to its CATV operations within the City. C. The Grantee shall keep on file with the City Secretary a current list of its shareholders and bondholders. D. Copies of all petitions, applications, communications and reports submitted by the Grantee to the Federal Communications Commission, Securities and Exchange Commission, or any other federal or state regulatory commission or agency having jurisdiction in respect to any matters affecting cable television operations authorized pursuant to the franchise, shall be provided simultaneously to the City. SECTION 22. NUMBER OF CHANNELS AND TYPE OF SERVICE. I. System channel capacity upgrade and rebuild. A. Grantee's cable distribution system shall,, upon the acceptance of the franchise renewal, be capable of carrying a minimum of twelve (12) television channels. Through the acceptance of the franchise renewal, Grantee will commit to the expansion of the system's channel capacity to increase the channel capacity through an electronic rebuild of the existing system. The rebuild will be accomplished in two phases. (1) Phase 1 of the rebuild will expand the channel capacity from the present 12 to a minimum of 26 channels and shall be fully activated by no later than May 1, 1982. (2) Phase 2 of the rebuild will expand the channel capacity to 54 channels and shall be fully activated by no later than May 1, 1986. 22 Through the expansion of the system's channel capacity, Grantee shall endeavor to minimize disruptions of service to existing subscribers. The provisions contained in Sections 11 and 12 pertaining to signal quality requirements and interruptions of service are in no manner superseded by the expansion of channel capacity requirement. B. Penalties for delay of rebuild. The City may at its sole option apply any or all of the following penalties in connection with Phase 1 of the system rebuild: (1) Civil monetary penalties as provided in Section 25(A). (2) Forfeiture of the bond provided in Section 9(D). (3) Reduction in the duration of the franchise on a month to month basis for each month delay. The City may at its sole option apply any or all of the following penalties in connection with Phase 2 of the system rebuild: (1) Not extend the term of the franchise beyond five (5) years as provided in Section 6(B). (2) Civil monetary penalties as provided in Section 25(B). (3) Forfeiture of the bond provided in Section 9(D). Except for the penalty of non -extension of the franchise term beyond five (5) years, which shall be governed by the procedures set forth in Section 6(B), the City shall not impose upon Grantee the above described penalties for delay of either the Phase 1 or Phase 2 rebuild unless Grantee has not fully and satisfactorily completed and activated the applicable phase within thirty (30) days following Grantee's receipt of the City's written notice stating its intention to impose such penalties. II. Programming. Grantee shall broadcast without the necessity of a converter all local stations, including but not limited to: (1) KIII-TV (ABC affiliate) (2) KRIS -TV (NBC affiliate) (3) KZTV (CBS affiliate) (4) KEDT-TV (PBS affiliate) or some other available educational channel should KEDT no longer be available. (5) KORO -TV (SIN affiliate) or some other station the primary target audience of which is Spanish speaking should KORO no longer be available. 23 (6) A minimum of one independent channel. (7) A minimum of two pay services. (8) Time and weather, stock market data and news. (9) Twenty-four hour emergency alert equipment. In case of an emergency or disaster, the Grantee shall, upon request of the City, make available its facilities to the City for communications use during the emergency or disaster. In implementation thereof, Grantee shall provide facilities at its head -in site for preemption and override of audio of all television channels through telephonic interconnection by authorized public officials, for the dissemination of announcements and instructions relative to such emergency or disaster. III. Access channels. A. Upon completion of Phase 1, Grantee shall provide the following access channel capacity: (1) Governmental channel: One channel shall be made available for use by the City of Corpus Christi at no cost to the City or its assignees. The City may designate all or partial use in programming of this channel to a non-profit corporation for which the City assumes responsibility as to such assignment. Use of this channel and the provisions set forth in III(B) of this section shall be applicable to shared programming on this channel whether by the City or its assignees. (2) Educational channel: Two channels shall be made available to the local educational authorities. One channel shall be available for higher educational access and the second channel shall be available for other public educational entities; including local public independent school districts. The educational authorities may designate all or partial use in programming of the channel to a non-profit corporation for which the educational authorities assume responsibility as to such assignment. Use of the channels and the provisions set forth in III(B) of this section shall be applicable to shared programming on the channels whether by the educational authorities or their assignees. (3) Religious access channel: One channel shall be made available to religious institutions on a time-shared basis. (4) Public access channel: One specifically designated, non-commercial public access channel shall be made available on a first come, 24 first serve, nondiscriminatory basis. The access channels delineated herein shall be made available to the authorized access users at no cost, Access channels shall be made available to other users as provided in Exhibit "A", Form K. B. Utilization of access channels. Grantee agrees that it shall utilize all of its resources to encourage the development and utilization of the access channels described herein. Grantee shall provide, maintain, and replace as necessary equipment, studio facilities, and personnel specified in Exhibit "A", Form K, to carry out this purpose. Failure to comply with this provision shall subject the Grantee to the civil monetary penalties in Section 25(C). Grantee shall be allowed to utilize the access channels for such other purposes as it may deem appropriate whenever the users are not utilizing these channels. Whenever any access channel is utilized less than an average of six (6) hours per seven (7) day week for a period of two years following completion of the Phase 1 of the rebuild, the City, at the request of the Grantee or other interested user groups, may consider the reassignment of a particular access channel. Requests for new access channels or shared uses of channels also may be considered and acted upon by the City. Such requests will only be considered by the City whenever an access channel is utilized at least twenty-four (24) hours per seven (7) day week prime time (6:00 p.m. to 10:00 p.m.), eighteen (18) hours of which are non -repetitive programming. If in the opinion of the City, the access channel has become fully utilized, as herein described, the Grantee shall have six months in which to make a new channel available for the same purpose, provided however, that the channel expansion mandated by the subsection shall not exceed the channel capacity of the system. C. Penalities for failure to provide access channels and support shall be deemed civil penalties as provided in Section 25(C). D. Grantee shall cooperate fully with such organization as may be designated by the City Council through separate ordinance for the governing of access channel use. The City intends to insure the availability of the access channels to the citizens of Corpus Christi for public and religious expression, educational purposes, community information, and debate on public issues. Until such time as such organization is established, Grantee shall require users of such channels to follow the rules governing access channel utilization set 25 forth in Exhibit "A", Form K. Grantee and City agree that educational authorities of the five independent school districts, colleges and junior colleges will be granted sufficient time to formulate rules governing scheduling of programming of respective access channels dedicated for use by the respective educational community, and that such rules, when formulated, shall be utilized by the Grantee and all parties involved. Such rules shall be subject to City approval. IV. Construction of office and studio facilities. Grantee will construct permanent offices and studio facilities within the corporate limits of the City. Grantee will complete construction of such permanent offices and studio facilities on or before November 1, 1982, and equipped as provided for in Exhibit A, Form K of a quality better than or equivalent to the specified equipment. If Grantee has not completed construction of said facilities by said date, Grantee shall be subject to the civil penalties provided in Section 25(C). V. Installation and service to public buildings, public schools, and public institutions of higher education. A. Grantee shall provide free installation of one outlet and monthly basic service without charge to all public buildings and facilities as may now or - hereinafter be designated by the City. Additional outlets shall be provided by the Grantee at a cost of installation time and materials furnished by Grantee. Notice of such designation will be transmitted to Grantee by the City Manager B. On or before May 1, 1982, Grantee shall complete wiring and/or satisfactory repair to wiring of all public school buildings constructed prior to November 1, 1979, in each of the independent school districts located in Corpus Christi. Upon the installation of the wiring and completion of repairs to existing wiring in accordance with plans and specifications submitted by the school district to Grantee in advance of such work, and after acceptance by the individual school districts, Grantee will transfer maintenance and upkeep of the installations to the individual school districts. Grantee shall provide without charge a cable reception drop on or before May 1, 1982 to each presently existing public school building constructed on or after November 1, 1979 as may be designated by the individual school district or within 12 months for any other newly constructed building. Grantee shall provide monthly basic service 26 to public school buildings without charge. Additional outlets shall be provided by Grantee at Grantee's cost of actual installation time and materials furnished. C. Grantee shall provide free installation of one outlet and monthly basic service without charge to each academic building at Del Mar Junior College and Corpus Christi State University, or to any other public institution of higher education which may be located in Corpus Christi in the future. Upon request from the governing body of the entity, additional outlets shall be provided by the Grantee at a cost of actual installation time and materials furnished by Grantee. Upon the completion of installation Grantee shall transfer maintenance and upkeep of said installation to the applicable institution after acceptance within a reasonable time period by such institution. D. Should the City find that the Grantee has failed to provide installation and service to public schools, colleges, or junior colleges within a reasonable time period from the date of such request, the City will specifically notify and enumerate to the Grantee the installations and services to be provided in writing. Failure to make such installations and provide service within three (3) months of the date of notification will constitute a breach of a condition for which the remedy of Section 25 is applicable. E. Grantee will make its studio and production equipment available to the school districts, colleges, and junior colleges for origination of programming and other educational purposes at no cost as provided in Exhibit "A", Form K. Failure to provide such service shall subject Grantee to civil penalties provided in Section 25(C). VI. Additional facilities. Grantee shall make available a mobile van and portable equipment bank as described in Exhibit "A", Form K by no later than November 1, 1982. Throughout the duration of the franchise, Grantee shall adequately maintain and replace as necessary such equipment at Grantee's cost. Such replacement equipment shall be of a quality better than or equivalent to the equipment being replaced. Failure to maintain or replace such equipment will subject Grantee to civil penalties provided in Section 25(C). VII. Two-way capability and activation. Grantee shall, during the Phase 2 rebuild, construct a two-way capable system. Within three (3) years from the date of the franchise award, the Grantee shall provide at its cost a business analysis of the feasibility of the 27 activating two-way capability. If the analysis indicates a feasibility and demand for such activation, the City Council, at its option, may require such activation, and the Grantee shall activate the two-way capable system within a reasonable time not to exceed six (6) months from the date of such City Council ' action. Prior to such business analysis, if an institution applies to the City for two-way activation, and it is subsequently determined by the City Council that such activation would be in the best interest of the subscribers as a group and the general public, Grantee shall activate the two-way capable system within a reasonable time not to exceed six (6) months from the date of such City Council action. Failure to comply with this section shall subject Grantee to the civil penalties provided in Section 25(I). SECTION 23. PROVISION FOR RATES AND CHARGES FOR SERVICE. A. In accordance with Article VIII, Section 7 of the City Charter, the City Council shall be empowered to determine, fix and regulate the charges, fares or rates of the Grantee and from time to time to alter or change such rates. B. The City shall fix and regulate rates for services which shall include, but not be limited to, the following: (1) Rates for the provision of basic service to subscribers. (2) Rates for the installation and connection of services, including converters. (3) Rates for the provision of pay television services to subscribers to the extent that no other governmental entity or agency has preempted jurisdiction. C. The Grantee shall have the right to conduct promotional campaigns to the general public without discrimination which permit subscriptions, connections and installation to the system at a lesser rate than those approved by the City Council. D. The Grantee or the City may, from time to time, establish revised rates for services. The following procedures are hereby adopted to provide for a method for revising rates: (1) The Grantee shall file a petition with the City Council containing full and detailed information concerning the rate revisions being requested and financial documentation for such rate revision. Failure of Grantee 28 to i rovide City with such full, complete, and detailed information and financial documentation after request by the City shall be reason for refusal of the City Council of such rate revision request. (2) The City Council shall set the date and time for public hearing on such rate revision requests within a reasonable period of time and shall render a decision on the request within a reasonable period of time following the public hearing. (3) Within 10 days of the date for the public hearing which has been established by the City Council, the Grantee shall notify its subscribers of the hearing by announcement on at least two channels of its system between the hours of 7:00 p.m. and 10:00 p.m. for five consecutive days preceding the date of the public hearing. (4) The City Council may, at its option, employ a consultant or consultants to aid in the analysis of the requested rate revision. Costs of such consultants shall be borne equally by the City and the Grantee. (5) The Grantee may not institute any legal action to contest any rate, charge, or fare fixed by the City Council until the Grantee has filed a motion for rehearing with the City Council specifically setting out each ground of its complaints against the rate, charge or fare fixed by the City Council, and until the Council has acted upon such motion or until a period of 60 days has elapsed. (6) Nothing herein shall be deemed to prevent the City on its own initiative from instituting proceedings to revise rates. E. Rates charged for advertising by the Grantee will not be subject to City regulations, but shall reasonably reflect system size, demand for advertising, and strength of origination programming and will be subject to the franchise fee. Such rates, however, shall be filed with the City Secretary and shall be applied without discrimination. F. Rates charged for leased channels can be negotiated, but shall reasonably reflect cost of service, length of contract, and demand for leased channels. When established, the rates shall be filed with the City Secretary. Lease channel rates will not be subject to City regulation, but will be subject to the franchise fee. G. Rates charged for advertising and leased channels shall be considered as a part of the gross income when determining reasonableness of rates. 29 H. The Grantee's petition for a rate increase shall include, but not be limited to, the following financial reports, which shall reflect the operations of the Corpus Christi system only. (1) Balance Sheet (2) Income Statement (3) Statement of Sources and Applications of Funds (4) Detailed Supporting Schedules of Expenses, Income, Assets and other items as may be required. (5) Statement of Current and Projected Subscribers and Penetration. The Grantee's accounting records applicable to the Corpus Christi system shall be available for inspection in Corpus Christi by the City at all reasonable times. The City shall have access to records of financial transactions for the purpose of verifying allocated or other indirect costs prorated to the Corpus Christi operation. The documents listed above shall include sufficient detail and/or footnotes as may be necessary to provide the City with the information needed to make accurate determination as to the financial condition of the system. All financial statements shall be certified as accurate by an officer of Grantee. SECTION 24. CITY RIGHTS OF FRANCHISE. A. The right is hereby reserved to the City or the City Council to adopt, in addition to the provisions contained herein and in existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of the police power; provided, that such regulations, by ordinance or otherwise, shall be reasonable and not in conflict with the rights herein granted. B. The City shall have the right to inspect the books, records, maps, plans, income tax returns, and other like material of the Grantee at any time during normal business hours. C. The City shall have the right, during the life of this franchise, to install and maintain free of charge upon the poles of the Grantee any wire and pole fixtures necessary for City alarm systems on the condition that such wire and pole fixtures do not interfere with the CATV operation of the Grantee. D. The City shall have the right to supervise all construction or installation work performed subject to the provisions of this franchise and make 30 such inspections as it shall find necessary to insure compliance with the terms of this franchise and other pertinent provisions of law. E. At the expiration of the term for which this franchise is granted, or upon its termination and cancellation, as provided for herein, the City shall have the right to require the Grantee to remove at its own expense all portions of the CATV system from all public ways within the City. SECTION 25. CIVIL PENALTIES. For the violation of any of the following provisions of this franchise, penalties shall be chargeable to the Security Fund as follows: A. -For failure by the Grantee to complete the Phase 1 of the system rebuild expanding channel capacity to a minimum of 26 channels and be fully activated by no later than May 1, 1982, the City may withdraw from the Security Fund Two Hundred Dollars ($200.00) per day for each day, or part thereof, the deficiency continues. B. For failure by the Grantee to complete the Phase 2 of the system rebuild expanding channel capacity to a 54 channel capacity system and be fully activated by no later than May 1, 1986, City may withdraw from the Security Fund Two Hundred Dollars ($200.00) per day for each day, or part thereof, the deficiency continues. C. For failure by the Grantee to provide, maintain, replace, and make available channels, equipment, studio facilities, personnel, and mobile van as specified in Section 22, City may withdraw from the Security Fund One Hundred Dollars ($100.00) per day for each day, or part thereof, the deficiency continues. D. For failure by the Grantee to provide extension of service in accordance with Section 15, unless the City Council specifically approves a delay by motion or resolution, due to the occurrence of conditions beyond Grantee's control, the City may withdraw Two Hundred Dollars ($200.00) per day for each day, or part thereof, the deficiency continues. E. For failure by the Grantee to provide data, documents, reports, information as required by Sections 9, 12, 14, 18, 21 and 23, the City may withdraw from the Security Fund Fifty Dollars ($50.00) per day for each day, or part thereof, the violation occurs or continues. F. For failure by the Grantee to comply with quality of service or operational or technical standards following the City's written notice directing 31 Grantee to make improvements pursuant to Section 12(I), City may withdraw from the Security Fund Two Hundred Dollars ($200.00) per day for each day, or part thereof, the violation continues. G. For failure by the Grantee to comply with the City's written notice directing the Grantee to provide installation of outlets and service to schools, colleges, and junior colleges pursuant to Section 21, V(D), City may withdraw from the Security Fund Two Hundred Dollars ($200.00) per day for each day, or part thereof, that the violation continues. H. For failure by the Grantee to test, analyze, and report on the performance on the system following a request by the City pursuant to Sections 11, 12 and 28, City may withdraw from the Security Fund Two Hundred Dollars ($200.00) per day for each day, or part thereof, that such noncompliance continues. I. For failure by the Grantee to activate the two-way capability pursuant to Section 22, VII, City may withdraw from the Security Fund One Hundred Dollars ($100.00) per day for each day, or part thereof, that such noncompliance continues. J. For failure by the Grantee to provide continuity of service as required in Section 17, the City may withdraw from the Security Fupd Two Hundred Dollars ($200.00) per day for each day, or part thereof, that such service is not provided. SECTION 26. FORFEITURE OF FRANCHISE. A. In addition to all other rights and powers pertaining to the City by virtue of this franchise or otherwise, the City reserves the right to terminate this franchise and all rights and privileges of the Grantee hereunder in the event that the Grantee: (I) Violates any provision of this franchise or any rule, order or determination of the City or City Council made pursuant to this franchise; (2) Becomes insolvent, unable or unwilling to pay its debt, or is adjudged bankrupt; (3) Attempts to dispose of any of the facilities or property of its CATV business to prevent the City from purchasing same, as provided for herein; (4) Attempts to evade any of the provisions of this franchise or practices any fraud or deceit upon the City. 32 B. The City Manager shall be responsible to see that all terms and conditions of this franchise are met and performed. In the event of any of the above mentioned violations, the City Manager shall take such action as necessary and proper to enforce or terminate the franchise. Prior to any forfeiture against the Grantee, City shall give Grantee at least thirty (30) days advance written notice of such proposed forfeiture, which written notice of proposed forfeiture shall state clearly wherein the Grantee has failed to comply with the provisions of the franchise, the recommended cure, the time to cure, the persons in authority to whom responses should be addressed, and such other procedures as may be specified by the City. If Grantee fails to cure such deficiencies within the time prescribed in the notice of proposed forfeiture, the City Council may revoke the franchise by forfeiture at a public hearing held for such purpose after the City has given Grantee at least ten (10) days advance written notice of such hearing. Grantee shall have the right to participate as a party to such hearing. SECTION 27. PURCHASE OF SYSTEM BY CITY. A, Rights to Purchase. In the event the Grantee forfeits or City terminates this franchise pursuant to provisions of this ordinance, or at the normal expiration of the franchise term, City shall have the right to purchase the CATV system in accordance with the following provisions and the provisions of Article VIII, Section 5(k) of the City Charter which is attached hereto and incorporated herein as Exhibit "D". The procedures set forth herein are available for any of the purposes set forth above and may be commenced at any time whether or not they are commenced within the last two (2) years of the term of this franchise. B. Franchise Valuation. For purposes of this section only, the fair value of the franchise shall be the replacement value of tangible assets of the franchised CATV system. "Replacement value" is defined as the cost of building a new and equally sized system using the latest technology and current costs less an allowance for the age and condition of the present system, except no value shall be assigned to either the franchise itself or any right, privilege or expectancy arising to Grantee out of the right to transact business under the franchise, 33 and particularly no value shall be allowed for any increase in value arising out of any expectation of CATV system revenues beyond the forfeiture and termination date or expiration date, whichever is sooner. C. Date of Valuation. The date of valuation shall be no earlier than the day following the date of expiration or termination and no later than the date City makes a fair and reasonable offer for the system or the date of transfer of ownership, whichever occurs first. D. Transfer to City. Upon exercise of this option and the payment of the above sum by the City and its service of official notice of such action upon Grantee, the Grantee shall immediately transfer to the City possession and title to all facilities and property, real and personal, of the CATV system, free from any and all liens and encumbrances not agreed to be assumed by the City in lieu of some portion of the purchase price set forth above; and the Grantee shall execute such warranty deeds or other instruments of conveyance to City as shall be necessary for this purpose. The Grantee shall make it a condition of each contract which extends beyond the period at which the City has the option to acquire the system and entered into by it with reference to its operation under this franchise that the contract shall be subject to the exercise of this option by the City and that the City shall have the right to succeed to all privileges and obligations thereof upon the exercise of such option. E. Procedure for Purchase. Whenever the City Council orders that notice be given to Grantee that the City desires to purchase the CATV system, the City Secretary shall pause such notice to be given to Grantee in writing. Within sixty (60) days from the date Grantee receives such written notice, Grantee shall submit to the City Manager a complete detailed inventory of Grantee's tangible assets for the franchised CATV system, detailed maps clearly indicating the location of such assets, and Grantee's best estimate of the fair value of such assets. The City and Grantee shall have a period of sixty (60) days after the City's receipt of the aforesaid Grantee's inventory, maps, and best estimate of value in which to agree upon the value. 34 F. Arbitration of Value and Costs. (1) In the event City and Grantee cannot agree upon the aforesaid value of the CATV system, the value shall be determined by a board of arbitrators composed of three members as set forth below. (2) Arbitration shall commence and proceed according to law as follows: (a) Within fifteen (15) days following the sixty (60) day period described in subsection E above, the City and Grantee shall each appoint one arbitrator both of whom are experienced and knowledgeable in the valuation of cable television property. These two arbitrators shall agree upon selection of, and shall appoint, within fifteen (15) days, the third arbitrator who is similarly qualified and who is a Texas registered professional engineer. If Grantee either fails to furnish to the City the inventory and maps required within the time period prescribed in subsection E above, or fails to appoint its arbitrator within the fifteen (15) day period described above, the City Council may appoint the arbitrator for Grantee. If the two arbitrators fail to agree upon and appoint the third arbitrator within the specified time period, the third arbitrator may be selected in the manner described in Article VIII, Section 5(k)(3) of the City Charter (see Exhibit "D" attached hereto). (b) Within twenty (20) days after appointment of the third arbitrator and upon five (5) days advance written notice to the City and Grantee, the board of arbitrators shall commence a hearing on the issue of valuation. (c) The hearing shall be recorded and transcribed at the request of either City or Grantee. All hearing proceedings, debate and deliberations shall be open to the public and at such times and places as contained in the notice or as thereafter publicly stated in the order to adjourn, except as otherwise authorized by the City Attorney. (d) At the close of the hearings and within forty-five (45) days after appointment of the third arbitrator, the board shall prepare findings and decision agreed upon by a majority of the board which shall be filed with the City and served by mail upon the Grantee. In the event the board, or a majority thereof, fails to make a decision within such time period, the proceedings of this board shall become null and void and a new board of arbitrators shall be chosen in like manner and the arbitration procedures set out in this subsection F shall begin anew. (e) The decision of the Board shall be final and binding upon the City and Grantee. (f) Either City or Grantee may seek judicial relief in the following circumstances: (i) the City fails to select an arbitrator; (ii) the arbitrators fail to select a third arbitrator, unless a third arbitrator is selected in the manner set forth in Article VIII, Section 5(k)(3) of the City Charter; (iii) one or more arbitrator is unqualified; (iv) designated time limits have been exceeded; (v) the board has not proceeded expeditiously; and (vi) based upon the record the board abused its discretion. 35 • F. Members of the general public may add topics either by working through Grantee or City or by presenting a petition. If such a petition bears the valid signatures of fifty (50) or more residents of Corpus Christi, the proposed topic or topics shall be added to the list of topics to be discussed at the evaluation session. SECTION 29. NEW DEVELOPMENTS. The Grantee shall strive to upgrade its facilities, equipment, and service so that its system is as advanced as the current state of technoloy will allow. The Grantee shall make every available effort to install additional channel capacity as required to keep channel capacity in excess of the reasonable demand thereof by users. SECTION 30. AREAWIDE INTERCONNECTION OF CATV SYSTEMS. The Grantee shall endeavor to interconnect access channels of the cable system with any or all other CATV systems in adjacent areas, upon the directive of the City. Interconnection of systems may be done by direct cable connection, microwave link, satellite, or other appropriate method. Upon receiving the directive of the City to interconnect, the Grantee shall immediately initiate negotiations with the other affected system or systems in order that all costs may be shared equally among cable companies for both construction and operation of the interconnection link. The Grantee may be granted reasonable extensions of time to interconnect or the City may rescind its order to interconnect upon petition by the franchisee to the City. The City shall grant said request if it finds that Grantee has negotiated in good faith and has filed to obtain an approval from the system or systems of the proposed interconnection, or that the cost of the interconnection would cause an unreasonable or unacceptable increase in subscriber rates. The Grantee shall cooperate with any interconnection corporation, regional interconnection authority or city, county, state and federal regulatory agency which may be hereafter established for the purpose of regulating, financing, or otherwise providing for the interconnection of cable systems beyond the boundaries of the City. SECTION 31. FORCE MAJEURE CLAUSE. If Grantee hereunder is rendered unable, by force majeure, to carry out the terms of this franchise, other than the obligation to make money payments 37 (g) In the event a court of competent jurisdiction determines the board has abused its discretion, it may order the arbitration procedure repeated and issue findings, orders and directions, with costs of suit to be awarded to the prevailing party. (h) Cost of arbitration shall be borne equally by the City and the Grantee. (3) Upon determination of the fair value either by agreement or by the board of arbitrators, the City Council shall, within a period of sixty (60) days thereafter, determine whether or not to submit to the qualified voters of the City the proposition of whether or not the City should acquire the subject assets of Grantee. Such election and the authorization for issuance and sale of any bonds necessary to purchase said assets shall be accomplished in the manner set forth in Article VIII, Sections 5(k)(4) and 5(k)(5) of the City Charter (see attached Exhibit "D"). SECTION 28. PERFORMANCE EVALUATION SESSIONS. A. The City and the Grantee shall hold scheduled performance evaluation sessions within thirty (30) days of the third, sixth, ninth, and twelfth anniversary dates of the Grantee's award of the franchise. All such evaluation sessions shall be open to the public. B. Special evaluation sessions may be held at any time during the term of the franchise at the request of the City or the Grantee. • C. All evaluation sessions shall be open to the public and announced in a newspaper of general circulation in accordance with legal notice. Grantee shall notify ,its subscribers of all evaluation sessions by announcement on at least two (2) channels of its system between the hours of 7:00 p.m. and 9:00 p.m., for five (5) consecutive days preceding each session. D. Topics which may be discussed at any scheduled or special evaluation session may include, but not be limited to, service rate structures; franchise fee; penalties; free or discounted services; application of new technologies; system performance; services provided; programming offered; customer complaints; privacy; amendments to this ordinance; judicial and FCC rulings; line extension policies; and Grantee or City rules. E. At the performance evaluation session scheduled for the third anniversay date of the Grantee's award of the franchise, Grantee shall provide at its cost a business analysis of the feasibility of activating two-way capability over the system. 36 upon written notice to the City of the force majeure and together with reasonable particulars concerning it, the City Council may suspend or partially suspend the Grantee's obligations under this franchise during the continuance of the force majeure, but not to exceed thirty (30) days or such time as specified by the City Council. During such period, Grantee shall devote its full resources to servicing and restoring the. system to full operation. SECTION 32. GRANTEE'S PROPOSALS INCORPORATED. By its acceptance of the franchise, Grantee specifically grants and agrees that its Proposal is incorporated by reference and made a part of this ordinance as Exhibit "A". In the event of a conflict between proposed services listed in said Proposal and the provisions of this ordinance, that provision which provides the greatest benefit to the City, in the opinion of the City Council, shall prevail. Failure to provide services as promised in Grantee's Proposal as incorporated herein shall be deemed a breach of this ordinance to which the provisions of Sections 25 and 26 of this ordinance shall apply. SECTION 33. PARTIAL INVALIDITY AND REPEAL PROVISIONS. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held invalid or unconstitutional in any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such holding shall not affect the validity of the remaining portions hereof. SECTION 34. PUBLICATION. The City Secretary is hereby directed to publish at Grantee's expense the full text of this ordinance one time in some newspaper of general circulation in the City within five (5) days following each reading of this ordinance, as required by City Charter Article VIII, Section 3(a). 38 4Ib AGREED TO AND ACCEPTED: ATHENA CABLEVISION OF CORPUS CHRISTI, INC. Ti 74110.C. %,+arkman, Vice President ATHENA COMMUNICATIONS CORP RATION L 'Johy( C. Malone, Vice President 39 ATTEST: ry Jo—n M. raper ATTEST: That the foregoing ordinance was reafor e firs time and passed to its second readingon this the dayof 19 by the following vote: Luther Jones Edward L. Sample Dr. Jack Best Jack K. Dumphy Leopoldo Luna Betty N. Turner Cliff Zarsky That the foregoing ordinance as read for third reading on this the day of following vote: Luther Jones Edward L. Sample Dr. Jack Best Jack K..Dumphy Leopoldo Luna Betty N. Turner Cliff Zarsky That the foreqping ordinan on this the p:<day of' Luther Jones Edward L. Sample Dr. Jack Best Jack K.'Dumphy Leopoldo Luna.. Betty N. Turner Cliff Zarsky PASSED AND APPROVED, this the a j day of ATTEST: d time 494 passed to its , 19g , by the d for the third time and passed finally , 19 '$/ , by the following vote: APPR VED: `�,, , DAY �L 19 k/: J. BRUCE AYCOCK, CITY ATTORNEY MAYOR THE CI " OF CORPUS CHRISTI, TEXAS 191 . 16123 =..• t ``..,}'�s f.;,.�ry„",^,re } e. -/,w fttlG1-.-s i f-: w.r r,:'`, n. �•.-^., ATHENA COMMUNICATIONS CORPORATION CALL BOX 22593 WELLSHIRE STATION DENVER. COLORA00 00222 002) 721.5200 March 6, 1981 Mr. Marvin Townsend City Manager City Hall 302 S. Shoreline Corpus Christi, TX 78401 Dear Mr. Townsend: i4jiv K� S'3 CIY iaana8F: On February 26, 1981, representatives from TCI and Athena met with members of your city staff and consultant from CTIC. We reached agreement on some additions and/or changes to our February 18, 1981, renewal proposal to the City of Corpus Christi, Texas. The purpose of this letter is for attachment to the proposal, which I under— stand is to be referenced as a part of the new Ordinance for a cable television system. The revised changes and/or additions are as follows: 1. Within five (5) years from date of franchise renewal the system would be rebuilt to an upper level bandwidth of 400 mhz. 2. Within three (3) years -from the date of the franchise renewal, Athena will pay for a business analysis as to the feasibility of activating the two way upstream capability of the system. If the analysis indicated that there was a need for such activation, the city council would make a decision for this requirement to be met within a reasonable period of time. 3. All public school buildings in each of the independent school districts built prior to November, 1979, would be completely wired at no cost and maintenance turned over to the districts after acceptance. A free cable reception drop would be provided to each public school building constructed after November, 1979, and wired at cost of materials and labor. Basic service would be provided at no cost to the independent school districts. 4. Each academic building at Del Mar College and Corpus Christi State University designated by the College would be provided a cable reception "drop" and basic service without charge. 1i Mr. Marvin Townsend March 6, 1981 Page 2 5. Channels would be made available for community, educational, governmental, and religious access. A concept would be built into the franchise that if the access channels are not programmed to a certain usage level over a period of time, then programming for those channels would revert to the cable company. Conversely, if they become filled beyond a certain level, then an additional channel would be made available. 6. In the rate section the convertor lease charge would be $2.50 per month. These changes to the proposal will impact the capital monies appreciably and have some affect on the operating numbers that have been presented in the proposal. With these changes to the proposal, Corpus Christi will have the future capacity built in for many years and a cable system that Athena and the City can both be proud of. ALL:pb Arthur L. Lee Central Divisional Manager ATILENA COMMUNICATIONS CORPORATION CALL BOX 22395 WELLSHIRE STATION DENVER, COLORADO 80222 (3031 771-8200 April 17, 1981 City Secretary City of Corpus Christi Corpus Christi, Texas 78476 Attn: Marvin Townsend RE: Ordinance No. 16133, Granting a Non -Exclusive CATV Franchise to Athena Cablevision of Corpus Christi, Inc. Gentlemen: The undersigned, Athena Cablevision of Corpus Christi, Inc., Grantee under Ordinance No. 16133 does hereby, pursuant to the provisions of Section 6(A) of such Ordinance, unconditionally accept the franchise granted pursuant to such Ordinance: and does hereby promise that it will comply with and abide by all of the provisions, terms and conditions of the franchise granted by such Ordinance. Very truly yours, ATHENA CABLEVISION OF CORPUS CHRISTI, INC. arkm , Vice President ATHENA COMMUNICATIONS CORPORATION STATE OF COLORADO COUNTY OF ARAPAHOE On this 17th day of April, 1981, personally appeared before me, a Notary Public in and for the said County and State, J.C. SPARKMAN, known to me to be the Vice President of the corporation described in the foregoing instrument, and John M. Draper, known to me to be the Secretary of said corporation, who acknowledged to me that they are the officers of said corporation as above designated, that they executed the foregoing instrument on behalf of said corporation freely and voluntarily and for the uses and purposed therein mentioned. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. y Pua a My Commission E s: Exp My Commission Expires Feb. a 1,9Q5 0 0 SET TAB STOPS AT ARROWS 0 =OM!, Certificate �I�offIInsurance I ERTIFICATE I ISSUED A+5 11 MIITTF INFORMATION 011LT AND GUfiFERS N NAME AND ADDRESS OF AGENCY Franey ' Parr One T•artle Creek Village, Suite 514 Dallas, Texas 75219 NAME AND ADDRESS OF INSURED Athena.Cablevision of Corpus Christi, Inc. Call Box 22595, Wellshire Station Denver, Colorado , 80222 IGH UP.' THE CE I E HOL. COMPANIES AFFORDING COVERAGES COMPANY A REPUBLIC INSURANCE CO. - COMPANY B LETTER COMPANY C LETTER COMPANY D LETTER LETTER This is to certify that policies of insurance listed below have been issued to the insured named above and are in force at thls time. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued o may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies COMPANY LETTER TYPE OF INSURANCE POLICY NUMBER POLICY EXPIRATION DATE Limits of Liability in Thousands (000) EACH - AGGREGATE OCCURRENCE GENERAL LIABILITY ❑ COMPREHENSIVE FORM ❑ PREMISES—OPERATIONS ❑ EXPLAZARDOSION AND COLLAPSE H n UNDERGROUND HAZARD PROOUCTS/COMPLETED OPERATIONS HAZARD B. CONTRACTUAL INSURANCE BROAD FORM PROPERTY DAMAGE ❑ INDEPENDENT CONTRACTORS 0 PERSONAL INJURY BODILY INJURY PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE COMBINED PERSONAL INJURY h AUTOMOBILE LIABILITY 0 COMPREHENSIVE FORM 0 OWNED ❑ HIRED ❑ NON -OWNED BODILY INJURY (EACH PERSON) BODILY INJURY (EACH ACCIDENT) PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE COMBINED WORKERS' COMPENSATION and EMPLOYERS' LIABILITY STATUTORY (ENC. ACCIDENT, OTHER a DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES Location: Corpus„Christi, Texas Cancellation: Should any of the above des.gibed policies be cancelled before the expiration date thereof, the issuing com- v pany will endeavor to mail - days written notice to the below named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company. ACORD 25 (1.79) NAME AND ADDRESS OF CERTIFICATE HOLDER. City of Corpus Christi 302 South Shoreline Corpus Christi, Texas 78401 DATE ISSUED April 24 , 1981 Lej AUTHORIZED ESENTATIVE EXCESS LIABILITY BODILY INJURY AND A a UMBRELLA FORM CDU 3558 1/1/82 PROPERTY DAMAGE El oo El 000 ❑ OTHER THAN UMBRELLA FORM , COMBINED WORKERS' COMPENSATION and EMPLOYERS' LIABILITY STATUTORY (ENC. ACCIDENT, OTHER a DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES Location: Corpus„Christi, Texas Cancellation: Should any of the above des.gibed policies be cancelled before the expiration date thereof, the issuing com- v pany will endeavor to mail - days written notice to the below named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company. ACORD 25 (1.79) NAME AND ADDRESS OF CERTIFICATE HOLDER. City of Corpus Christi 302 South Shoreline Corpus Christi, Texas 78401 DATE ISSUED April 24 , 1981 Lej AUTHORIZED ESENTATIVE STATE OF TEXAS, bounty of Nueces. }ss: PUJBLISHER'S AFFIDAVIT - #226858 CITY OF CC CITY SECRETARY Before me, the undersigned, a Notary Public, this day personally came ANITA CASAS who being first duly sworn, according to law, says that he is the ACCOUNTING CLERK of the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of AN ORDINANCE No. 16133 GRANTING A FRANCHISE TO ATHENA CABLEVISION OF CORPUS CHRISTI, INC.*- of which the annexed is a true copy, was published in CORPUS CHRISTI CALLER TIMES An the 30th day of...._ March 1981 , and once each thereafter for one consecutive. _one Times. ,1L._ 2519.04 at„2.4-6_.) caact.„--- Subscribed and sworn to before me this 8th day of April 19 81 NotaryuubNueces County, Texas LOIS AN ORDINANCE Y SECTION 1. rSHORT r{pry oirl"Cif$7:1The ter?dr ortf't gj1811 nart�x'z7r 't E fi l l include but t be lr*r� p No 16133 GRANTING A-FRAN CH -ISE TO ATHENA CA- BLEVISION OF CORPUS CHRISTI, INC., TO OPER- ATE -AND MAINTAIN A COMMUNITY ANTENNA TELEVISION SYSTEM IN THE CITY FOR A TERM NOT TO EXCEED FIF- TEEN (15) YEARS: SET- TING FORTH CONDITIONS ACCOMPANYING THE GRANT OF FRANCHISE, PROVIDING', FOR CITY REGULATION AND USE OF THE COMMUNITY AN- TENNA TELEVISION SYS- TEM; PRESCRIBING PEN- ALTIES FOR VIOLATION OF THE FRANCHISE PRO- VISIONS, AND PROVID• ING FOR PUBLICATION. WHEREAS, the terms f the franchise granted to Athena Cablevision of Cor- TJTL This ordinance a hall mcu u no clusiveaxan.111/,C)01 re be_kno"Corpu Christo jtod tee 19, installation ands servos therrinr 50"1r.0 Cor - as the "Corpus chr)stl Coble onnect,on fees, subscribe) similar the of said streets, Television 'FO Franchise" lees for ba5rc service alleys, pyl PlrC ways and SECTION le2. DEEM-, F neI rges n50 lyse of Chan places, r4n9 th person at any. tis ord an e, I purposew g nets, reverlee"Nom advertls time duringilllle period of this this ordnance, the fallowing Ing, and revenue from pa i franchise. SECTION A. FRANCHISE terms, phr-a£es', words, and television service, converte their denvbtfbns shall have I Sams or rentals, studio rents TERRITO13)4, The franchise the meaning given herein: al, and pr0duttion equips is for theAcesent territoria When not inconsistent with ment and -personnel lees{{ limits of thezCitY and for any the context, Words used in The term shall not induct; area hettpe(grth added there the present tense include the revenues received from any o tlunoanAhe. term of fha future, he singular plural in- taxes seances fh are i franchise he clutle the singular number, by the Grantee which are imj SECTION -5. COSTS TO words in th0 Singular num- posed directly on any sub jA) THE Gse. 4,, -Costs tob ber includ11 the plural num• scriber or 0580'by any city borne by ,the,Grantee for the The word "shall" is al- state, or collected franchise renewal shall in ber. ways mandatary and not unit and collected by flit 'elude alL,tobts Incurred by merely diretfocy. 1 Grantee for such govern the Cify ig,6t5 franchise re (I) 'BASIC SERVICE" menial unit:"', newel stutlri'evaluatlon, and n Shall mean all comma- (12) "INSTALLATION' reparation, latera^not to -need i t hog services prang the shall can the connection o I T ty ,},Oland Dollars dbye the grantee Including the the system from feeder cable (570,000L Client¢¢ shall, delivery of baoydwst signals to subscribers' terminals. atlditlonn paM all costs 01 pub in and programming ori l• (13) LOCAL STATION' i i ( M d) nce pus Christi, Inc. (hereinafter Hated oyeMhe cable system, Is a televis referred to as "Athena") 10 covered IT:the regular operate a community an- monthly charge paid by sub Ina television system with- scribers, excluding optiona In the City of Corpus Christi services for°which a seta (hel'einafter referred to as rate charge IS made "City") expired on Nevem- - (2) "CITY" is the City o ber 17, 1979, and ' Corpus Christi, Texas a5 WHEREAS, on October 17, exists and' any area an 1919 the City Council notified o ed thereto' Athena that its franchise 'ne13) "CITY MANAGER" I would expire on November the person or his designates 17, 1979 and granted per- agent responsible to see fha mission for that company to call terms and conditions o operate atter November 17, the franchise are met ant 1979 on a week-tn-week basis performed and in case of an not to exceed six months, violation take such action a anWHEREAS, An May 14, 1980 the City Council granted Athena permission to contin- ue 10 operate after May 17, 1980 on a week -to -week basis during the consideration of a franchise renewal; and WHEREAS, on December 8, 1980 Athena submitted to the City a proposal fora re- newal of. the franchise which proposal was subsequently expanded upon in a revised proposal on February 18,• 1981; and WHEREAS, on February 26, 1981 Athena verbally modified the February 18 proposal to Includein- creased n- aandascommunitY nnel capacity whichc verbal proposal was confirmed by a written letter' on MarCh 6, 1981; and WHEREAS, it is the intent than an agreement be en- tered into between the City and Athena to renew said franchise with certain modi- fications Incorporated here- in; and WHEREAS, the City has conducted -public- and- open discussions affording the public reasona)tle opportuni- ty to be heard and such dis- cussions nave Inc,00ea anal- ysis and codslderation of the technical ability, financial condition, legal qualification and general character of the franchisee, aNd WHEREAS, after such consideration --the City has, agreed to allSW Athena with. In 30 days (rein the date of final passage of this Fran ion Broadcasting I talon o:4 s ordi station required by FC • SECTiNj�a6. DURATION regulations 'to,be carried In'gND AG'1 NCE OF the Corpus ChYistl metrapol FRANCHISE. A, The Iran - Ran area r- chile ani lite rights, privi- (14) "PERSON" shall 'leges an authority hereby mean any individual firm, granted,, all -take effect and partnership'; 'assoc,at,on, -be in force ten days after n- corporahon.company, or or be forpassage thereof, or upon a (15) "PAY-TELEVISION P Y-TEy kind. nen the Grantee, "PAY'TELEV ry over which eye) is later, and shall hall mean the delivery over continue ihifOrce and effect ,he CATV "system of video fora term. Rot to exceed fif- and audio -signals in in - or 11{{,, ;);ears, provided for lgiee or' nti6088 over subscribers0d that witfiIPa630) days after for a fee or' nerve over and the date ot,.final passage of 's9bove the drool,¢ for basic Inc„fragchlIse the Grantee a per program, shall fllg-yfljbt,the City Secre- er icbanner or other sub- fary Ifs,unponditional ac- ceptance.ot- the franchise and promise to comply with and abide by all its troy)• lions, temps, and conditions. Such acceptance and prom- fse shall Le- In writing duly executed ani sworn to by the approprlele Officers of the Grantee ,an0 countersigned by the appropriate officer of Athena communications .Corporatioq,4efore a notary public onnofher officer au- thorized bylaw to adminis- ter oaths, B. The,Arenchise shall be t for a tenm,of five (5) years unless so0ger terminated d hereby ;d4efault described ',The franctlise shall be ex- , tended lore a cumulative - term of fifteen years from the date passageof,;fmaI of this ordifgg8d provided Grantee.has completed and activated Phase land andrPbaise 2 of the ponce sY as descrabeg{n Exhibits "B” ld As "GL1..whrch are in- corporated -herein by refer- ence, on, or, before May 1, 1986. Graptee shall notify the ,,City Manager In writing im• mediatelx-upon completion ',and actiyliition of each such phase. Notwithstanding any other provision of this ordi- nance, !tie—franchise shall not be 'exp m od fifteen (15) years 05 t years ys provided abovee un - a rntime shat been given easonabl p¢od of m8 extensions (during 110 .7cR,time the Iran dditions there• f Chise wiAt,continue) com thereof, Ag A mencing May -1, 1986 and ex tg, In , - ty, poles, wires, •• ring nc latF�rO than mane us d1 cables,,. underground con- i 4986 in ord9nl dusts, manholes, and other termination -whether Grant television conductors and' eO has not lolly complete fixtures necessary for thea and actiygla2 the Phase2ere maintenance- and operation, build onrarnbefore May 1 In the CNy of a CATV system )986. Shoulddhe City Count) for the IMe,r�eption, sale and I find that the Grantee has n - easi butlon Of audio and the, yid. • fully and 3itRely complete eo signals-subleet to the con- and activated the-Phehe 2 r d)tions-heretwse usedforth".` yrc`o(I t50 term of Sfte fro • B. Th•Ch7ht to use and • ch) w,It)rnmed(3. ly ea copy enLda pabltes, alleys' and ,gee irahchi easeenentsrnpublic ways an• areolas Mr' necessary and proper to en forte or terMinate the Iran chis0 - f scription basis -' t (4) "CLASS IV CHANT (16) "PROPOSAL" shall NEL" shall Mban a signaling y,ean Athena, Cablevision 5th providbtl by a cable; Corporation'suIProposal to (television system totransmi 1 the Gly of'Corplis Christi on sprats of any -type from a February 18, 1981, as revised ubscriber terminal to an ye written letter on March 6, �ther point in the cable tele 1981, and attached hereto as on system Exhibit "A","' (51 "CONVERTER" shal ` (17) 'SUBSCRIBER" can an electronic device shall mean a recipient of ser-, hick 'converts signals to a ices' whic.`h-are delivered requency not susceptible id over the CATV System. nterference within the tele) t (18) "STREET" shall ;son receiver of 8 sub mean the sOrtace of and the criber, and' by an apprapr)i, space above and below any to channel selector also public street; rdad, highway, ermits a subscriber to v,ev/ freeway, lank, -path, public r receive all signals deliv way Or place, sidewalk, Al- red at deslghated converte ley, boulevard, parkway, 4I locations' drive or other easement now 61 "COUNCIL" )s the City or hereafter -held by the City ouncil of rCCorrpus Christi, and shall include other ease. exas. " ments or rights of way as { (7) "COMMUNITY AN- shall be now)held or here- ENNA TELEVISION SYS- after held b9 the City. EM", hereinafter referred f (19) "US R"shall mean a o as "CATV System" or person utilizing a cable tele - System", means a system lion system' channel for f coaxial-•eables or other urposesppof production or electrical' tondCctors and transmissionof materials to quipment bed or to be used subscribers, ynmarily to receive audio SECTIOp•3T'G RANT OF Ind video signals, directly or NON EXCt'U SIVE AU• indirectly off'the-air, by mi- THORITY, - • rowave, and'by local or)gi- A. There is hereby granted ration, and retransmit them p }he City ceche Grantee the o subscribers for 8 fee. right aoQ„privilege to con - (8) "FCC's Nan mean the siruct, Rfe .t• aperat2 end Federal Cber muni lege, malryta)tk. o. upon, long opointe on r any legal)�1, across, above, over and un• elected a t orsuccess or der the }jr els, alleys, ease. Rlected agentnrsuccessor,t mems, pu tic ways and (9) "GRANTEE” shat places now, aid out or dedi- Mean Athena Cablevision o rated and all ext¢ Orpus Christy, Inc or any chise to either accept or re; ne who bccardanc00sbcceef0 ih5 thehena 1 rovl lett the terms and condition dns of this ffanchise.p 1 an WHEREAS, upon receip 1i (10) 'GRANTOR" shal of the franchise by Athan mean the t,CC)ty, of Corpu: and within 1he30 days fro 'Christ) ° after the date of final pa (II) "GROSS ANNUA sage of the franchise ord REVENUES' shall`mean al Hance, Athena -has agreed revenues derived directly o' accept the 'terms and cond ndirectly 6y the Grantee, i tions of.the<frapcgtse;.' w affiliates, subsidiaries, par NOW, THEREFOR E,,,Bgenc; andany-person in whit! IT -O RDAINEO BY .39) v, he Grantee -It's a-linanc,a CITY- COUNCIL -OF--THFi'nterest. f'a_en providin CITY O F COR P U S tFDDl-a,�C1P•5uMn_udr.v tee HR15T 4,TB-XA5 _ — 1 • mi n e, nFels efitended' some eddihmnal period a C'SE1G N 7.- C Omay be determined by t Yi�IgiipSs PLIANCE ,WITH APPL CABLE'LAWS AND ORDI • NANCES,,O: A. Gra113ep shall, at a times duning-the life of it franchise -hereunder, be su the pot cca I'p wart by the Ci to and to suclxreasonable regu lotionsordinap54; es t_he City may her atter estaorba(sll; by resolutio, B. Notwithstanding an other provisions of this frail chile tq, the, contrary, the Grantee, sha1L at all time comply+ws-o all laws an ederal rievef'the state an federal slue nment or an dm,nr ve gene)' thereof. Provided, however .II any sregidaate or federa law or part -Oben shall re quire on 9501i01r�1 the Grante to perform,atly serviced shall prohibit the Grante ,from Pe)-1N5J3n10g any ser vice, in, conflict with the terms ofdhia franchise or o City' then as soon ason of the possible ,followIng,knowledge thereof, the Grantee. shall notify the City Manager of the point of conflict yeljeyed to exist be- tween such regulation or law and the lawyer regulations of /f the he CIJ1y,Manaps er deter- mines that.¢ material provi- sion of th,b,traneh(se is af- fected by -.any subsequent action of tno state or federal government ,the City shall have the -right to modify any of the provisions herein to such reasonable extent as May benecassary to carry out the .8011 nntent and par pose of this -agreement. SECT IDN,. SECURIT UND. eue, A. We effe effective (30) days Iter the effective date of Thai ranchisGDbe Grantee shat deposit,lbeasum of Fitt ThousandeD011ars (850,000-5 nto a bankraccount, este bj shed andtontrolled by the City,and' ,Grantee shal maintain:on deposit through out the derma of this Iran chlse, paid' slim of Fitt), Thousand ,Dollars (550,000 as the securjly for the faith ful performance by Grantee of all the provisions of chi franchise„yyand compliance with all obslers, permits, and directions, GU any officer o the City -having lurisdictio over Its ,aCti:br defaults un der this, tnagchlse and the payment, by,dhe Grantee o any claimq, liens and tax¢ due the Cl which arise b reason of t ¢,rebuild, ope atlon or maintenance -of t system. Grantee shall hay the right to earn Interest or funds deposited In the Secur Icy Fund. B. Within thirty (30) days after notice to the Grantee that any amount has been withdrawn by the City rrom the -Security Fund pursuant to subdivision (A) of this Sec tion, the Grantee shall depos it a sum of money sufficient to restore the Security Fund to the original 550,00 amount. In the event that the Grantee fails to fully restore the Security Fund to the orig final amount within the 3 day timeperiod, Grante hall forfeit all funds then re uact and the C in ma at its 091(883 revoke the franchise. tf th Ar does sof ray french se; mu establish the Security Fun M the manner provided I subdivision (A) of this Sec Hon. C -lithe Grantee fails, a ter ten (10) days notice to pay to the City any taxes due and unpaid, or, falls to repay to the City, within such ten (10) days, any damages, costs, or expenses which the City shall be compelled to pay by reason of any act or default of the Grantee in con- nection with this franchise; or falls after thirty (30) days notice by the City of such failure to comply with any provision of the franchise which" the City reasonably determines'can be remedied by an expenditure from the Security Fund, the City may immediatery withdraw the amount thereof, with appli- cable Interest and penalty, from the Security Fund. Upon such withdrawal, the City shall notify the Grantee of the amount and date thereof. ' D. The Security Fund de- posited pursuant to this Sec• tion shall become the proper- ty of the Citythe event that the franchise Is - celled by reason of the default of the Grantee or re- voked for cause. The Grant- ee, however, shall be entitled to the return of such Security Fund, or portion thereof, as remains on deposit at the ex- piration x- ptiosof one term of Inc franchise, upon termi- nation of the franchise at an earlier date provided that there Is then no outstanding default on the part of the Grantee. , E. The rights reserved to the City with respect to the Security Fund are In addi- tion to all other rights of the City whether reserved by the franchise or authorized by law, and no action, pro ceedtng, or exercise of a right with respect to such Set curity Fund shall affect antl other right the City may have. SECTION 9. LIABILITY AND INDEMNIFICATION. A. The Grantee shall, upon Its acceptance of this Iran, chise, and at all times during the existence of this Iran chise, maintain in full force and effect, at i15 own ex pence, a QeneraI comprehen sive liability insurance poi Icy, in protection of the Cit of Corpus Christi, Its a titers, board, commissions) agents and employees, in q company approved by the City Manager and in a for satisfactory to the City Atm i Corney, insuring the Grantee and the City against Iiabillt)) for loss or damage for per) sonal injury, death, and property damage, occasion• ed by the operations of Grantee under such Fran• chise, with initial minimum liability limits of 0500,000 for personal injury or death of any one person and 91,000,000 for personal injury or death of two or more persons in any one occurrence, and, 5300,000 for damage to prop-, oily resulting from any one occurrence ltd such Itmi rerage Druid Po Ycy shall" delivered to the City ten (10 days ,0 advance of the effe. tine date thereof and suc policy shall Include Inc CI as an additional name insur- ed. C. No franchise granted under this ordinance shall be effective unless or until the policy of insurance as re- quired in this section has been filed with the City Sec• rotary. D Within thirty (30) days latter the award of this fran- chise, the Grantee shall ob- 1 fain and maintain at its cost and expense, and file with the City Secretary, a bond I acceptable to the City ,Attor- ey in a company authorized to do business In the State of Texas In the amount of Two Hundred Thousand Dollars tuarantee the ime y rebuild and full act- ivation of Phase 1 and Phase 2 of the cable television sys- tem. In addition to the provi- sions of Section 22(8), the bond shall nprov,de the fol- lowing c tlforabl There hall be recoverable by the Cloy, Jointly and severally from the principal and surety, the sum of 9200,000 upon written notice from City that Grantee has failed to satisfactorily complete the rebuild of Phase 1 and as Phe 2 and fully activate throughout ,the I franchise area. Any extension to the prescribed time limit must be expressly authorized by the City Council, Such exten• sion shall be authorized only when the City Council finds that such extension Is neces- sary and appropriate due to causes beyond the control of the Grantee. Such bond shall be terminated alter the City douncil finds through resolu- Isfactortlyt the Gompletedassat- both Phase 1 and Phase 2 of the system rebuild and act• Ivation of the entire system to the expanded channel ca- pacity. The rights reserved to the City with respect to such bond are In addition to all whetherrreserVed by.s of thisi or- dinance or authorzed by law, and no action, pro- of a g, nwith respects to such bond shall affect any other rights eotnathSbond shall-contain following endorsement: It is hereby understood and agreed that this bond may not be cancelled by the toteii renew nor exercised by the surety until sixty (60) day alter the receipt by the City, by registered mail, of a writ- ten notice of such Intent to cancel or not to renew E. Grantee shale at ifs sok cost and expense, fully In- demnify, defend and hold -harmless the City,' its- of- (leers, boards, commissions and employees, against any and all claims, suits, actions, liability, and lodgments for damages (including but not may be changed by written) limited to expenses for rea- otice to Grantee from time + curable legal lees antl lI s - to time by Inc City Council to assumednbs hthe Iy Inc con - reflect changing liability assumed by wi City In con- limits. The Grantee shall no nectlon therewith): city the City Attorney imme(1) To persons or property, diately of any litigation the in any way arising out of or may cause a claim to bqq through the acts or omis- madeagainstthisinsurance.) cions a Grantee, Its ees- y! vents, agents or employees B.- The Insurance_pohc orto-whlch-Granlee's negll shall'contain- the provislo gence shall In any way co that written notice of cancel i tribute; f:G1Kl Y.! .(2t hl�im•ior n ass n df Ili right of privacy, for delama- ytion of any person, firm or -corporation, or tor, the vio latIon or infringement of any copyright, trademark, trade name, service mark or pat- ent, or of any other right of any person, firm or corpo. ration (excluding claims arising out of or relating to City programming); and (3) Arising out of Inc Grantee's fallure to comply with the provisions o/ any federal, state, or local stat- ute, ordinance or regulation applicable to Grantee In its business hereunder. The foregoing indemnity Is onditioned upon the follow- ing: The City shall give Grantee prompt notice of the making of any claim or Inc commencement of any ac- tion, suit or other proceeding covered by the provisions of this section. Nothing herein shall be deemed to prevent the City from cooperating with Grantee and participa ting in the defense of any lits gallon by City's own counsel at Its sole cost and expense: o recovery by Inc City of any sum by reason of Inc Se- curity Fund required in Sec- tion 8 hereof shall be any lim- itation upon the liability of Inc Grantee to Inc City under the terms of this section, ex- cept that any sum so re- ceived by the City shall be deducted from any recovery which Inc City might have against Inc Grantee under. the terms of this section. SECTION 10. DISTRIBU- TION, DISCRIMINATION, AND RIGHTS OF INDIVID• UALS. A. The Grantee shall not grant any preference Cto any personitorsubject clatssn of esub scribers to any discrimina- tion as to rates, charges, ser - Nice, service facilities, rules or regulations or in any other, respect; provided, however, that this section shall not be deemed to prohibit bona fide promotional activities by the Grantee, B. Grantee shall not den, service, deny access, or oth erwise discriminate agains subscribers, channel users or general citizens on th( basis of race, color, religion national origin, or sex' Grantee shall comply at al times with all other apply, cable federal state and Iota laws and regulations, and al executive and dminis trative orders relating t nondiscrimination which ar hereby Incorporated an made part of this ordinanc by reference. C. Grantee shall stricti adhere to Inc equal employ ment opportunity require ments of Inc FCC, state an local regulations, and a amended from time to time) D. No signals of a Class IV cable communications than nel shall be transmitted fro.. a subscriber terminal fo. purposes of monitoring indi vidual viewing patterns o. practices without Inc ex press written permission o Inc subscriber. inc request] I for such permission shall b contained in a separatedocu ment with a prominent state ment that the subscriber 1_ authorizing Inc permissio s In full knowledge of its provl t slons. Such written mission -shall before Iimite t , g Pad./ i(1) yeaof r, which-shato ll q renewable at the option a f yslna out. of env p subscriber. No _lit shall be Invoked—foa us 6 ,Z• serlber's f_adure, to'pr6Vide or renew such an autThe hor ' shalil be revakabl0 3 u6iio ime by the subscriber Wh oufpenat5y of Any kind what soever. Such a0!horizatfon required for ea type classification of Class..) cable television activity planned; provided however, that the Grantee shall be en titled to conduct system wide or Individually ad ressed "sweeps for the iurpose of verifying system ntegrity, controlling return path transmission, or billing for pay service. E. The Grantee, or any of its agents or employees, shall not, without the specific written authorization of the City or of the subscriber in- volved, sell, or otherwise make available to any party: (1) lists of the names and addresses of Such sub- scribers, or (2) any list which in dentifies the viewing habits of subscribers F. All programs of local TV stations and local FM ra- dio stations carried by the Grantee shell be carried in their entirety as received with announcements and ad- vertising and without addi- tions. SECTION 11. SIGNAL DUAL( TY.REQUIRE• MENTS. A The Grantee shall pro- duce a picture, whether in black and white or In color, that is undistorted, free from ghost images, and accom- panied with proper sound o typical standard productio TV sets in goad repair, an as good as the state of the art allows. B The Grantee shall trans mit signals of quat strengh to produceducegoad plc tures with good sound at al outlets without cousin, cross -modulation In the ca blas or Interfering with othe electrical or electronic sys tams. C. Minimum technical standards will be mainta met as outlined in Exhibit "A" Form I, as proposed for th 26 channel capacity system and as set forth in Grantee's revised Form .I for the 5 channel capacity system. D. The Grantee shall limi failures to a minimum by to cating and correcting mal functions promptly, but In n event longer than foryeigh (48) hours atter notice Whenever service Is inter rupted to any subscriber fo. any period of time In excess of 48 hours, the subscriber shall receive a rebate of one - thirtieth (1/30th) of the sub- criber's monthly service fee for each day or part thereof between the end of the 40 hours and time service Is re- stored to proper standards. SECTION 12. OPER- ATION AND MAIN- TENANCE OF SYSTEM. A. The Grantee Shall rend- er efficient service and make repairs properly and promtly, with normal ser- vicecalls made within 24 hours f customer call In no event will service calls be de. ayed beyond the next busi- ness day following said 24- hour period. After normal business hours, service calls will be handled by a dispatch ervice via telephone or a wo-way radio to "stand•by" echnicians. Experienced en- neering staff will be avyail ble Id work with "standby echnicians in helping solve more difficult problems. In erEknotiol, service will be onirfor go•• cause an the shortest time possible. i Such interruptions,_insofar f s- pieta— hall 'be proud end shall Deet dyrt r od a minimum syp tb�Y Graystnteem shall main ain-'an office "in the City which shall be open during all usual business hours, having adequate listed local, toll free .telephone service and be so operated that com- plaints and requests for re- pairs or adjustments may be received on a 24•hour basis. The Director of Public Utili- ties shall be the responsible City official to see that cus- tomer service complaints are properly handled. As subscribers are connected to the system, the Grantee shall, by appropriate means, such as a card or brochure, furnish Information con- cerning the procedures for making inquiries or com- plaints. Such procedure shall include )he title, telephone number, and address of the person employed by the Grantee to whom such in- quiries n- ts should 00d.In �rl ddressepinaddition, the Information snail specify that the City's Director of Public Utilities Is respon- sible for intervening in pus tomer complaints which In the judgment of the custom- er have been unsatisfactorily handled with the telephone number and address of that office. C. All correspondence 1 and from subscribers, In eluding customer com plaints, will be time and date stamped and retained by the Grantee for at least three years. A complaint form will be completed for each com- containindetails ab uttthe complaint and the action taken Such forms will be time and date stamped and kept by the Grantee for at least,three years. A form will be made out for each service call to a subscriber's residence containing a com- plete record of+the service call. Details of the time taken, time dispatched and time completed will b stamped on the form. Such forms will be retained by the Grantee for at least three years. Post cards for pus, tomer comments will be sen to each subscriber who hash had a service call for an evaluation of how the Grant ee has responded to the com plaint. Such cards will be re twined by the Grantee for at least three years. D. When there have been a 'pattern of complaints made, or where there exists other evidence, which, in the judg- ment of the City, casts doubt on the reliability or quality of cable service, the City shall have the right and authority to require the Grantee to test, analyze, and report on the performance of the sys- tem. Grantee shall fully co- operate with the City in per- forming such testing and shall prepare results and a report, if requested, within thirty (30) days after notice. Such report shall include the following Information. - (1) The nature of the com• plaint or problem which pre- cipitated the special tests. 12) What system com- ponent was tested. (3) The equipment used and procedurestaken intest- ing. (4) Thod, if,any,,(n ' hitt 'such such ccomplaint o problem was resolved. ' (5) Any other information ."pertinent to said tests and analys s_whicb_may_be_r quired The C ty may-requlre'tha gists be supervised b t ne t a pro- fessional engineer not on the permanent staff of the Grantee. The engineer %hould'sfgn- a11' recortls' o special tests and forward to the City such records with a report interpreting the re- sults of the tests and recom- mending actions to be taken. The City's rights under this subsection shall be limited to requiring tests, analyses, and reports covering specific subjects and characteristics based on said complaints or other evidences when and under such circumstances as the City has reasonable grounds to believe that the complaints or other evidence require that tests be per- formed to protect the public against substandard cable service. City shall provide Grantee in writing its grounds for requestmgsuch ests. E. The service furnished by the Grantee hereunder t0 said City and its inhabitants shall be first class in all re- spects and shall be such as will insure the least danger to life and property. Such service shall at all timescon• form to those technical standards submitted by the Grantee as part of its revised proposal marked Exhibit "Al." -and incorporated herein by FeLference as well as FCC tethhice! standards, and Oh-. er applicable laws, ordl- hindes, and constructjon stagdards. In addition, Grantee shall provide the City{ upon request, with - written report of the result ofp-Grantee's annual pros of rJdrformance tests conclude pursuant to FCC standard and req uirements. Fl All installations all emade gbyo the Grantee- shalle o In substantial, safe condi telt nntl malnfai tie inrsuch :condition of all tfines.O 00. Grantee shall make n0 ex• cavatlons in the street, al - leis and public piaces•with- outfirst procuring a written permit from the office of the City's Director of Engine ing and Physical Devel- opment, and all work of such kind shall be done under the supervision of the Directs and so as to meet the approv- al pproval of the Director. No charge will be made by the City for said permit. G. All Installations and connections of wires, cables, and lines irom_Grantee's equipment and facilities—I' subscribers' residences an buildings shall be made and constructed so that openings a 1 be waterproof and in- accessible to insects and ver- min. - H. The Grantee shall In- stall, at the subscriber's re- quest, an efficient antenna switch by which the sub- scriber ,may easily and con• venlently switch the tele- vision receiver from the cable Input to an antenna for direct off"the-air reception and Grantee shall at the time of service connection so ad- vise the subscriber in writing that such a switch is avail- able. Grantee may charge for this service not more than Grantee's direct pur- chase price of such switch. I. The Grantee Shall con• t nue, through the term of this franchise, to maintain qualityof service and meet operational and technical standards. Should the City find that )he-Graatee•:has failed to maintain adequate uality of service and meet re tioDAL,e_n_djeShAliCel. - .. .ci+rs.• sranaaras, it snail species/ ly,-enumerate-s ucte l mpreve menti to be made and sono• of the Grantee in writing: Failure 10 make such 9m= rovements within three 13)' months.of-,the,dateief cation shall be deemed a.Vio- latfon of the franchise for .which civil penalties pro - Weed In Section 25(E) are applicable. SECTION 13 SAFETY REQUIREMENTS. A. The Grantee shall at all times employ ordinary care and shall install, maintain and use commonly accepted methods and devices for pre- enting failures and ccl- dents which are likely to cause damage, Inluries or nuisances to the public. B. Grantee shall install and maintain it wires, ca• bias, fixtures, and other equipment in accordance with the requirements of the National Electrical Safety Code (National Bureau of Standards); National Elec- trical Code (National Bureau dpf Fire Underwriters); Bell -System Code of Pole Line Construction; and any appli- cable City Code. The instal- lations shall not interfere or conflict with any installa- tions df;the City or of any oth- er utility serving the City. C, Grantee shall at all lime's keep and mamtai5 in a safe, suitable substantial cdpdition, and in good order dnd repair all structeres, fines, ',equipment and Icon• (fJlectiolis in, over, under, an bIlOh eYsi' and/ public way( -0s, placed of the CUy, whereve situated or located. D Grantee shall ma,ntai a farce of one or more re sidindi agents or employee et 3111 times and shall heti sUlffnent em to ees to 0 ,l Vide /safe, adequate, - proper services for its feed Mies./ SECTION 14 CONS VTIONS ON STREET '0 EASEMENT OCCUPA 4AAD' COMMON USER 1 LEASE OF FACI LITIES1 A. Grantee shall use t poles, lines, conduits, ca e or other facilities meth rained by the telephone a`n electric companies when an where such facilities can be obtained, provided satisfac; tory agreements can be en• tered into with said utility companies, in lieu of con- structing its own poles, in or- der to carry its cables and conduits and other equip( ment that may be necessary in order to conduct Its buss ness In the City. In such case, Grantee shall file a cert,ti- cafe with the City Secretary which will recite that such an agreement has been entered into, setting forth the terms and duration of the agree• meet. B. Grantee shall not place poles or fixtures where the same will interfere with any gas, electric or telephone f ix tures, water hydrant or main, or sanitary or storm sewer and all such poles ort other fixtures placed In any street shall be placed at the outer edge of the sidewalk and inside the curb line, and those placed in alleys shal be placed as close as phys ltally practicable to a old ot line of the lots abutting oq said alley, and then in such a manner as not to interfere with the usual travel on said streets, alleys and publld ways. Grantee shall be ret quired to use existiing po except where servlce'ms pro tided by underground testa �theasnae o Ci-risen y subdivis onofaihe'•bys}gm oorthe ate' City where telephone aney"transfer, or owners electric lines and cables arc fg,YwhicheV,er odcurs.first.',) presently existspg anc d -D,"TraAstert0Ci y,,,,� serving said subdivision anc+..-'or Upon exercise- of•this o are -located below ground e (ion and the'payment of tl 'Grantee shall arrange to above sum by the City and Place Its cables and wires be 1a service of official noticeI w ground. Rear yard ease jn such acion upon Grantq menti shall be used wher [h the Grantee shall imme5 ever feasible. Street right -of way will be used only wit, extreme care and as approv ed by the Director of Engi neering and Physical Devel opment. Junction boxes pedestals, or other strut tures shall be located so the markings are on the privet property side rather than the street right-of-way. Where said telephone and electri lines and cables are located above ground, Grantee may arrange to place its cables and wires below ground, with the approval of the Di - actor of Engineering and Physical Development. D. In any case of disturb- ance of pavement, sidewalk, driveway or any portion of the public right-of-way, Grantee shall submit to the satisfaction of the Director of Engineering and Physical Development plans and specifications for`such work for approval, Grantee shall in a manner arrequired by and approved bythe Department of Engineering andPhysical Development, \replace and restore all paving, side,- waiks, driveways or surface of any street or'a l ley disturb ad, in as good a condition as before said work was'cam• n)enced, and shall maintain the restoration In an approv- ed pproved condition for a period of , one 11) year. Upon Installa" , tion of underground cable system, all streets having concrete hot -mix asphalt, or interred penetration surface wIlh curb and gutter con- struction, shall be bored and cables installed In casing. E. In the event that at any time during the period of this franchise the City shall law- fully elect to alter, or change ( grade of any street, M- O; or other public way, or vacate or abandon the same, Grantee, upon reasonable notice by the City, shall forthwith remove, relay or relocate its poles, wires, ca- bles, underground conduits, manholes and other tele phone fixtures, at its own ex ,pense. City shall have the right, at all times, to require Grantee to change the loca- tion of any pole, condu1L line or facility when, In the opin- ion of the Director of Engi- neering and Physical Devel" uprnent,-the public convenience requires such change, and all expenses thereof shall be paid by Grantee. In the event a street or other public way Is abandoned, Grantee shall re- move all of Its facilities therefrom, nitestore the promises without delay or cost to the abutting owners er City F. The Grantee's use of ex- isting utility easements, streets, alleys and pubic ways may be prohibited In those instances where, In the gp nlon of the Director of En- gineering and Physical De. velopment, said easements, streets, alleys and public ways are overcrowded due to the present existence of 5111 - sty systems and equipment. G, The Grantee's use of MO easements; streets, al; eys and publ(c ways shat l be (,said easements by the ores. ed tot use of. y ately transfer to the City. b session and title to all fa 6- ities and property, real a, ,e personal, of the CATV sq, ,.'tem, tree from any and y liens and encumbrances n� - • agreed to be assumed by ti r City in lieu of some portion e the purchase price set for above; and the Grantee sha e execute such warranty dee , , or other Instruments of co veyance to City as shall -1 necessary for this purpos !The Grantee shall make it , I condition of each contra with extends beyond the pi ,h rind at which the City has 1 -I option to acquire the syste and entered into by it wi reference to its operation,' der this franchise that 'jt � contract shall be subject, the exercise of this option the City and that the el shall, have the right to su n teed to all privileges and p t ligations thereof upon the e E ercise of such option. t E. Procedure for 1' chase. ti Whenever the City Coegc orders that notice be given t Grantee that the City desir to purchase the CATV sy tem, the City Secretary sha cause such notice to be giv to Grantee In writing With, sixty (60) days from the dist Grantee receives such w i len notice, Grantee shall sb mit td•ihe City Manager complete de(alled inventor of GraMee,s tangible asse for the franchised CATV sy ,ndicatingtlJheq location/, such, asset,, and, Grantee ' best estimate of the fair vis ue of such 'kssefs ,The GJ and Grantee ihati,have a riod of slily (60) days aft the City's receipt of the of resaid Grantee's inventor maps, and best estimate, value in which to agree upo the value F. Arbitration of ValUe an Costs �3 (1) In the event City art Grantee cannot agree upon the aforesaid value of th CATV system, the valu shall be determined by board of arbitrators compos ed of three members as se forth below. . (2) Arbitration shall co! mence and proceed accord Mg to law as follows: 1 (a) Within fifteen (15 days following the sixty (60 day period described ,n subj section E above, the City an Grantee shall each appoin one arbitrator both of whore are experienced and know) edgeable in the valuation o cable television property These two arbitrators shat agree upon selection of, an shall appoint, within (Meer) (15) days} the third arbi trator who ms similarly qualm fined and who is a Texas reg ,stereed professional engineer If Grantee either fails to furg,sh to the City the inventory and maps required within the a time ens E , .p i pre), scribed in subsection E above, or fails to appoint it arbitrator within the fifteen (151 day period described above, the City Council ma appoint 'the arbitrator 1 •Grantee if: the two arb 6 tratorsita,ltoiagree uportan tappoint The. third arbitrate vdtbi dne::pe,Mri 'time. riid;#he thl iTtaltratar^n) a ected•in1he m may be se l an .peLdescribeE in Article VIII, -Section 5(k)(3) of the Cit Charter (see Exhibit "D" at tached hereto). (b) Within twenty (20) days intment o the third after arbitrator and upon five (5) days advance writ ten notice to the City and Grantee, the board of arbi trators shall commence a hearing on the issue of value ation. (c) The hearing shall b recorded and transcribed a the request of either City a Grantee All hearing pro ceedmgs, debate and deli erations shall be open to the public and at such times and places as contained in the nod� I trace or as thereafter publicl9 (stated in the order to add lourn, except as otherwis authorized by the City Atto n d) At the close of the hea ings and within forty(iv 145) days after appointmen Of ;the third arbitrator,. th board shall prepare findin and decision agreed upon b e majority of the boar which shall be filed with th City and served by mail upol the Grantee. In the event ihf board, or a majority thereof fails to make a decision with in such tulle period, the pro ceedings of this board shal become null and void and a neW board of arbitrator shall be chosen in like man nen and the arbitration pro cedures set out in this sub section F shall begin anew. l7 (e) The decision of the Beard shall be final andel binding upon the City and Grantee. .(j) Either City or Grant' may seek judicial relief h� folliwng circumstances: c (I) the Cly fails to sere an'arbitrator; '"(i,) the arbitrators fail t sesta t rarbitrator i se less a third arbitranor rs se furled in the manner se forth in Article VIII, Sectio 5(k, )(3) of the City Charter; (iii) one or more arbitrate s unqualified; (iv) designated time limit have been exceeded; (v) the board has not pro ceeded expeditiously; and (vi) based upon the recory the board abused its disc cretion (9) In the event arcourt of ALT IES. FOFThe vt0 *Non '' any of the following pro - stens of this franchise, pen ties, shalt be chargeable pnthe Security Fund as f, to � lows. 60 A. For failure by Yl Grantee to complete t • 1 Phase 1 of the system rebu j expanding channel capacl e, to a minimum of 26 chann and be fully activated by rj • i later than May 1, 1992, fi -• City may withdraw from t security Fund Two Hund •' Dollars (5200.001 per day - each day, or part hereof, t Ii deficiency continues.' B. For failure by t IP Grantee- to complete 3, Phase 2 of the system rebu f. expanding channel cepa to a 54 channel capacity s tem and be fully activated no later than May 1, 19 City may withdraw Irom Security Fund Two Hund Dollars (1200.00) per day 1 • each day, or part thereof deficiency continues. Li C. For failure by T j Grantee to provide, ma ,r E' tone replace and ma 2 available channfitle:equ ment, studio faG4,tles, a9putss._+Qct abU� 1 sired dr Section 22, CI sp may Withdraw tram -the `s cunty Fund One. Hund Dollars (5100 00) per day each day, br part thereof, :.m.a netc)ency,coptmues, Cr. For fa jluretby'- -. Grantee toP rovideextensi • of service in accordance w -, Section 15, unless the C tl Council specifically appr p es a delay by motion or re e lotion, due to the occuren of conditions beyond Grar tee's control, the City ml withdraw Two Hundred Di 9 lars (6200.00) per day f each flay, or part thereof, t .5 deficiency continues. E E. For failure by t 2 Grantee to provide dal documents, reports, info /,.. afro; as required by S tions 9, 12, 14, 18, 21 and 2� the City may withdraw fro the Security Fund Fifty Do tars (550.00) per day for ead Y, or part thereof, the vi 10tion occurs or continues. (4)..Alemtvade art 5. of the provisions visions of this lr { cride deceitor pcacti.s94)10 any it p or e upo0)1 Manager a Chy B The CrtN Magedna F. For failure by th Grantee to comply with qua Icy of service or operationa or technical standards f0 lowing the City's written na lice directing Grantee t make Improvements pur want to Section .12(I), Cit may withdraw from the S curity Fdnd Two Hundre Dollars (5200.00) per day fo each day, or part thereof, th violation ceinhnues G For failure by ih Grantee to comply with the City's written notice direct Inc. the Grantee to provide in be.reponsible, to see that all t terms and conditions -0M fit and per n franchisemed are met formed o the event d aft It Ia Inc above mentioned vi jn talions, the such ac Manage `�• she/take rion c Id essaryrenin proper to r enforcis1 • or terminate the franchise Prior to any forfeltur s against the Grantee, Cit shall give Grantee at leas thirty (30) days advanc( written notice of such pro 41 posed forfeiture, which writ III ten notice of proposed for iId tenure shall state clear) wherein the Grantee e ha failed to comply Y e P with isr14 visions of the franchise, recommended cure, the tim� e to cure, the persons in a fY thorily to whom response d e should be addressed, an br such other procedures al e may be specified by the Cityj a If Grantee fails to cure such deficiencies within the t,rn prescribed In the notice of t proposed forfeiture, Inc Cit/ Council may revoke the Iran b chise by forefeiture ata pub lie hearing held for such pur e pose after the City has given Grantee at least ten (10) days advance written notice 5 of such hearing. Grantee shall have the right to partici I pate a5 a party to such hear- e refusal of the City Council d i-6ch-rate'revlsion �eest-,tom orpus Chr'peration (2) The'C)ty Council char The documents listed above setthe'daf1 and time for MA t' shall mclude sufficient detail 11(c hearing on audh rate n5 and/or footnotes a,s may be vision requests within a let, necessaryt0 provide the Ctty• sonable-period'of.time•ant, with Inc ihformatlon needed ! ) shall render a decision on the to make accul'ate determma• i,, request within a reasonabl Iron as to the flneneial condi period of time following th,, tion of the system. All Finan= public hearing. tial statements shall be (3) Within 10 days 01 111 certified as accurate by an date for Inc public hearirp1 officer of Grantee. which has been establish' SECTION .24. CITYI by the City Council, tt RIGHTS OF FRANCHISE Grantee shall notify its s(, A. The right is hereby re- ,scnbers of the hearing by al ll served to the City or the City nouncement on at least t, s Council to adopt, in addition channels of its system ti f to the provisions contained tween the hours of 7.00 P. t herein and in existing appli- and 1000 p.m for five col , cable ordinances, such add,- ve daysis hearing. 11 Ire regulations as It shall Sequtt 9tion! P9 e date of the public hearing. find necessary In Inc ex - (11 The C, . findCouncil a co provided, that such regh- In Ib 1 oa alysis of t to a @ talions, by ordinance or nable In the analysis of the r erwise, shall be reasonable - quested rate revision. Cos , and not in conflict with the of such consultants shall bit rights herein granted. borne equally by the CityanlI• B. The City shall have th YInc Grantee. 1e right to inspect the books (5) The Grantee may no; records, maps, plans, n5 Y Institute any legal action ti come tax returns and other contest any rate, charge o. like material of the Granted fare fixed by the City Count . at any time during norma( until the Grantee has filed business hours. ' motion for rehearing wit CC`[ C. The City shall have th6 t the City Council speclficall ki right, during the life of thif setting out each ground of it franchise, to install ani - complaints against the rate maintain free of charge upor chargeor fare fixed by th the poles of the Grantee an City Council, and until th wire ndpolefixtures nep8 Council has acd upon such sary for City alarm sy0te t motion or until a period of6W{Is an Inc condition that suer days has elapsed ' wire and pole fixtures do nd (a) Nothing herein shall 'interfere with the CATV op shfuhng proceedings � r g P vise rates. ,struction or installation stallation of outlets and ser 1n SECTION 27. PURCHASE Ie vice to schools, colleges, an OF SYSTEM BY CITY. junior colleges pursuant t A. Rights to Purchase. • Section 21, V(D), City ma In the event the Granteg Y withdraw from the Securit 1 forfeits or City terminates t Fund Two Hundred Dollar this franchise pursuant el (5200.00) per day for eat or of this ordinance; day, or part thereof, that th r at the normal expiration violation continues. ++ of the franchise term. City H. For failure by ilii/ shall have the right to pur{ Grantee 10 test, analyze, an(( chase the CATV system i report on the performanti, accordance with the follow . on the system following a r� 1 quest by the City pursuant t1 Sections 11, 12 and 28, CM may withdraw from the So Icy Fund Two Hundre i Dollars (5200.00) per day to each day, or part thereo that such noncompl lane continues., I. For failure by the Gran ee to active te,the two•da y ca pability pursuant to Sectio ✓ 22, VII, City may withdra L. from the Security 7:40000 und On - Hundred Dollars (5100 00 per day fur each day, or pal thereof, !het such service 1 t not provided. ++ J. For failure by the Grant ee to provide continuity dddddd service as required in Sec' tion 17, the City may wit - draw from the Security Fun Two Hundred =Dollar ri200 00) per day for eat day, or part thereof, ilia h service is not provided SECTION 26. FORFEIT . 1(0E 09 FRANCHISE. A. In addition to all othe rights and powers pertamin 6 to the City by virtue of the franchise or otherwise, thf City reserves the right tote l minate this franchise and a s rights and privileges of th Grantee hereunder m th event that the Grantee: (0 franteschise any any rsio ue or this frdetermi a any rule order or determination of }h City or City Council mad 'pursuant to this franchise;1 ▪ (2) Becomes insolvent, u able or unwilling 10 pay i debt, or is adiudged ban quested and financial doe upt, . , mentation for such rate (3) Attempts to.dispose vision. Failure of Grantee any-of-the-facintiey or pr .$ ^proilrde City with such, fu er49 of Its CATV .business f' 'complete, and'detaliedinfo prettent the City from; pu 7 %, melon and_ financial dot tbasing same; as—provide mentation after regUest (d rat; . - - , J -.the City,shal I-be-rea Ing provisions and the provil slons of Article VIII, Section 5(k) of the City Charter which is attached hereto and ncorpo aced herein as Ex{ Mbit Dhe The procadures fet forth herein are available or any of the purposes sn-ire forth abate and may be com- menced at any time whether' or not they are commenced! within the last two (2) years' of the term of this franchise. deemed to prevent the Cit ` oration of the Grantee. on its own initiative from in I D. The City shall have 1h1 to re ht to su erv(se all con wor E. Rates charged for ad I performed subject to the pr vertismg by the Grantee wi 1 visions of this franchise an not be sublect to City regu 1 make such inspections as 1 lotions, but shall reasonabl shall find necessary toinsur reflect system sire, demon 1 compliance with the terms o for advertising, and siren this franchise and other pe tinent provisions of law. E. Al the expiration of 1 of origination programmm( h and will be subject to the franchise fee. Such rates le however, shall be filed wit 'n the City Secretary and she - be applied without discr)m d nation F. Rates charged fa leased channels can be ne9 - Hated, but shall reasonabl reflect cost of service, lengt of contract, and demand to - leased channels. when e. e tablished, the rates shall ti r filed with the City Secretar Lease Channel rates will n (2) Rates for the instal hon and connectlorr of -1) r_ ^vices, Including converter i- (3) Rotes for the 9100151 e of pay television services subscribers tojhe extent fh no other governmental enti or agency has preempted j 1e risdiCl(on. • C. The Grantee shall ha, the right to conduct prom clonal campaigns to the ge to era' public without discr((q nation which perp) d subscriptions, conflectior 's and installation to the 51 tern at a lesser rate th I.I those approved by the C Council. D. The Grantee or the C e may, from time 10 time, 5 c tablish revised rates for se vices The following pr tenures are hereby adopt) to provide for a method for e be sublect to Cny regulator y but ill fie subject to 115 4 franchise fee. dj G. Rales charged for -s•verfising and leased char i, nets shall be considered as (.'part of the gross incom • 015119 rates: e petition With the City Cae shall ro F containing full and detail information concerning 1 rate revisions being r e'when determining reaso f ableness of rates. 1 1, H The Grantee's petitio tor lude,rbut notbe increase lim ted thall o the following financial qq s ports, which shall reflect th� - operations of the Corpu 1 Christi system only. (1) Balance Sheet term for which this franchis is granted, or upon its term nation and cancellation, a provided for herein, Inc Cit' hall have the right 10 re quire the Grantee 10 remav at its own expense all po lib -ifs- of the CATV system from all public ways•wlthi theCity. 25. CIVIL PEN; IV Construction of off Ii and studio facilities Grantee will construct pe manent offices and studio cilities within the corporal limits of the City. Grant will complete construction B auch permanent offices aq `studio facilities on or beton ••November 1, 1982, and 000) ped as provided for In Exh) te A, Form K of a quality be) sr than or equivalent to th specified equipment. If th' Grantee has not complete, construction of said facllitle by said date, Grantee she � ,be subject to the civil pena I' (2) Income Statement ` .ties provided in Sectio • (3) Statement of Source 25(C)' V. Installation and servic o and Applications of Funds ' ao public butidin95, pub) 11 (4) Detailed Senses. 11 -schools, and public in Schedules of Expenses, I titutions of higher educe come, Assets and oche {ion. (terns as may be required. A. Grantee shall provldl (5) Statement of Curren free installation of one out! and Protected Subscriber and monthly basic servi and Penetration. - without charge to all pubs' The Grantee's accountin buildings and facilities a . records applicable to tot may now or hereinafter d ' Corpus Christi system shat designated by Inc City. Add • beavaflablefory9910 sty t(onal outlets shall be pr Corpus Christi by the Cty a v)ded by the Grantee at 11 reasonable limes Th cost of installation time a ; record Of -access t�i `materials furnished_ .records of financial transa ▪ Graptee; Notice of. such ,�a hops torthe purpose of vers i , /9001109 will be tranifdiil t-fYg19'allocatad, oK'o}her in to Granteeb the. Cit (a dtt€SCdSts.Adieora�e(ItIb.a9Errr y- -- - B"On er before May'I 1902, Granteeshall cornple Icing andior 5ati5facto j 'repair to wiring all of pub school buildings construct r prior to November 1, 1179,aaj8 t ack of t ende7 the located Corpus Christi Upon the 51 stallation of the wiring a completion of repairs to e sting wiring in-accordan with plans and specificatfor submitted by the school dl trent to Grantee In ativan f such work, and after a ceptance 'by the individu school districts, Grantee w transfer maintenance a upkeep of the installations the individual school di mets Grantee shall provi without charge a cable fo pti 1, drop 0 or bent May 1, public Beach present 09 • g o school bull Ing constructed on or aft November 1, 1979 as may designated by the indivld school district or within months for any other new 'constructed building Gra shall provide month basic service to public sch buildings without charg -Additional outlets shall h ,provided by Grantee a ,Grantee's cost of actual i stallation time and materia furnished. C. Grantee shall provi free installation of one outlt and monthly basic ser I >v)thout charge to each act demic building of Del Ma Junior College and Cored Christi State University, c to any other public Ir 5t,tution of higher educatlg which may be located in Co pus Christi in the tutur Upon request from the go ern1ng body of the entity, a ditlonal outlets shall be pr vided by the Grantee at cost of actual Installafrc time and materials fug nished by Grantee. Upon ill completion of instal10(02 Grantee shall transfer mal tenance and upkeep of sa Insta nation 10 the applIcab institution after cceptana within a reasonable time 1 rod by such institution. D Should the City find th the Grantee has failed to pr� vide installation and serviq to public schools, colleges, d junior colleges within a rel sanable time period from to date of such request, the Cil will specifically notify enumerate to the Grant the Installations and service to be provided in writint Failure to make such instal lotions and provide servid within three (3) months 1 the date of notification wi constitute a breach of a co n itron for which the re ed of Section 25 is applicable E. Grantee will make it studio and production equl ment available to the sch o� districts, colleges, and (un(o colleges for origination c programming and oche educational purposes at n cost as provided In Exhibl "A", Form K. Failure to pry vide such service shall su lett Grantee to civil pens ties provided In Sectio 25(C), VI. Additional facilities. Grantee shall make avail able a mobile van and pot table equipment bank as de scribed in Exhibit A'1 Form K by no later than N vember 1, 1982 Throughod the duration of the franchis Grantee shall adequate! ma rntam and replace a(n essary such equipment Grantee's' cost., Such r pfocemeriif egUipment shy is of a gbatily better than a upon by the City. Such re- quesis..will_onl be consort: by the City whc-heveran access channel is utilized at leastoiwentyfour 1247 hours per -seven (7) day week prIme-time„400 p.m to 10:00 p m.), eighteen"(18) hours of which are non -repet- itive programming. If in th opinion of the City, the ac- cess channel as become fully utilized, as herein de- scribed the Grantee shall have six months in which to make a new channel avail- able for the same purpose, provided however, that the Channel expansion man- dated by the subsection shall not exceed the channel ca- pacity of the system. C Penalties for failure to provide' access channels and support shall be deemed civil tipenalties as provided In Sec - on 25(C). 0 Grantee shall cooperate fully with such organization as may be designated by the Clty Council through sepa- rate ordinance for the gov- erning of access channel use The City intends to insure the availability of the access channels to the citizens of Corpus Christi for public and religious expression, educa- tional purposes, community, Information, and debate on public issues. Until such) time as such organization 1s established, Grantee shal require users of such than nets to'follow the rules gov erning access channels Will zatlon sat forth In Exhib ,. A", Form K. Grantee an City agree that educationa authorities of the five inde pendent school districts, co leges and junior colleges wi be granted sufficient time t formulate rules governln r scheduling of programmin of f respective access chan nils dedicated for use by the respective educational corn munity, and that such rules when formulated,_shali be utilized by the Gra'ptee and all parties Involved. Such rules shall be subject t0 City aOnreval - - _ Iv Construction of office and studio facilities. Grantee will construct perry maneniotflees and studio fa- cilities within the corporate I;mits of the Grantee will complete construction of Such permanent offices and studio facilities on or before November 1, 1992, and equip - d 5 provided for in Exhib- pas Form K of a quality bet- ter than or equivalent to the specified equipment. If the Grantee has not completed construction of said facilities by said dale, Grantee shall be subjectio the civil penal- ties pro/ided in Section Try Installation and service . public buildings, public Chords, and public on stitutions of higher educe tion. A Grantee shall provide ree installation of one outlet and monthly basic service without charge to all public buildings andfacilitier be f,7e iagnated by the City! Addi ti n I outlets shell be pro video by the Grantee at 8 cost of installation time and atenals furnished by Grantee, Notice of such des factor ignation will be transmitted to Grantee by the City Man ager B. Or or befall May 1 1982, Grantee shall complete iraIr'ta norineaatf alg t-publi rchool b wiring cons)r u to school buildings consfructe riot -p November 1� 1979, 1 ch•of .)hpp„ ndependenl hoola.distrdcta.locat lJ1 n ha Ir. Cra slh1 t s I ,.or u Do P I i '-f th' wiringan lama tion f R f repairs to x Poor ,tion p e e P P .I w s `n act ratio sem Ito o 9 9�" with plans and speohwtiou Itubmt0 Gd by Grantee 0 a, v nce glisa ltnct-to Grantee in advance 'of such work, and after ac ceptance by the individual school districts, Grantee will transfer maintenance and upkeep of the installations to the individual school dis tracts Grantee shall provide without charge a cable re caption drop on or before May 1, 1982 to each presently existing public school build- ing constructed on or atter November 1, 1979 as may be designated by the individual school district or within 12 months for any other newly constructed building. Grant ee shall provide monthly oasic service (0 public school buildings without charge. Additional outlets shall be provided by Grantee at Grantee's cost of actual in stallation time and materials furnished, C. Grantee shall provide free Installation of one outlet and monthly basic service without charge to each aca• deltic building at Del Mar Junior College and Corpus Christi State University, or to any other public in st(ution of higher education which may be located in Cor- pus Christi in the future Upon request from the gov erning body of the entity, ad- ditional outlets shall be pro v"ded by the Grantee at a Cost of actual installation time and materials fur nished by Grantee. Upon the completion of installation Grantee shall transfer main tenance and upkeep of s d nstallation to the applloble livnstitution after acceptance Rhin a reasonable time pe rood by such institution. D Should the City find the the Grantee hasfailed to pro vide installation and service to public schools, colleges, or junior colleges within a rea date of such rnable time equesteriodfthe Cit rom o will specifically notify an enumerate to the Grantee }he Installations and services to be provided in writing Failure to make such instal lotions and provide servic within three (3) months o the dt luttee a breach oaon f a conil dation for which the reined fof Section 25 Is applicable. E. Grantee will make It � studio and production equip alert available to the schoo districts, colleges, and unix colleges for origination oI programming and othe educationaldpurposes at iia "1 as provided in Exhib, A", Form K. Failure to pro vale such service shall sub ject Grantee to civil penal ties provided in Sectior 25(C). VI. Additional facilities. f Grantee shall make avail able a mobile van and per table equipment bank as de scribed Exhibit "A" Form K by no later than N vember 1, 1982. Throughou the duration of the franchise Grantee shall adequate) maintain and replace as ne essary such equipment a Grantee's cost. Such re t lacement equipment shal be of a quality better than o equivalent to the equipmen being replaced. Failure 1. maintain or repplace' Ode equitee.t0'Wlll 5o1lec Grantee. to ,dlvil•,pe0'altle; rovideda Stiction25(G) NNNNNN VII, rape. Da nd abt)9aftona.a6'' 7y' tee sr a , ring tl¢ 'phase 2 rebuilt; Construct ■ "two-way capable system, ,thin three (31 years from he -date= oh'the frandthse award, the Grantee shall provide at its cost a business analysis of the feasibility of; the activating two-way capa- bility If the analysis n� 'menda feasibility and de' mend for such activation, the City Council, at its op- tion, may require such act- ivation, and the Grantee shall activate the two-way capable system within a rea- sonable time not to exceed) six (6) months from the date of such City Council action. Prior to such business analy- sis, if institution applies to the City for two-way act- ivation, and it is sub- sequently determined by the .City Council that such act- ivation would be in the best interest of the subscribers as a group and the general pub- lic, Grantee shall activate 'the two-way capable system, Thin a reasonable time not to exceed six (6) the from the date of such City Council action- Failure t comply with this section shall subjecte Grantee to the civil penalties provided in Section 25(11, SECTION 23. PROVISION FOR RATES AND CHARGES FOR SERVICE. A. In accordance with Ar- ticle VIII, Section 7 of the City Charter, the City Coen. col shall be empowered to de- termine, fix and regulate the harges, fares Sr rates of the 'Grantee and from time to time to alter or change such rates B. The City shall fix and regulate. Yate -for services which shall Include, but not be limited to, the following: (1) Rates for the provision t of basic service to • scribers: (2) Rates for the Installa- tion and connection of ser• vices, including converters (31 Rates for the provision Of pay television services to subscribers tot heextenf that no other governmental entity or agency has preempted I0. nsdiction. C. The Grantee shall have the right to conduct promo- tional campaigns to the gen eral public without discrim, nation which permit subscriptions, Connections, and installation to the sys tem at a lesser rate than those approved by the Cit Council. D. The Grantee or the Cit may, from time to time, es tablish revised rates for ser vices. The following pro edures are hereby adopte to provide for a method fo re vising rates: (1) The Grantee shall file petition with the City Counci containing full and detaile information concerning th rate revisions being re quested and financial docu entation for such rate re Failure of Grantee t provide City with such full complete, and detailed infor oration and financial docu mentation after request b the City shall be reason fo refusal of the City Council o such rate revision request. (2) The City Couhcil shal set the date and time for pub Imc hearing onsuchrate-re l-vision'requestt Within a rea '1sifneble- period ohtime an shall renders decision ori ih regLest Stlif rrY a reaionbbl pbriod of Nene-100X - t public hearing,""3- • • ll Days or ihe'�-SECTION 24. C (.T Y dale-for"flt 'ptJbtic hearin•, . A. RIGHTS_OF FRANCHISE. which has Dean establlshe. A. Tfie right es hereby re by. the' City COun'c11, th , Served to the City Or the CitIlan V _- Grantee fthettotlfy its ill ^ •o (Ole to adopt o addition !! _..... sttibersdffhehearinpbyan' o the pravislons contaipel 'nounnels of it 9)10 ,S5t� Twit aceto and'in exishnq appli- channels of Its systetfl'-be able brdmances, such addl- iwden the hours of 7.00 conp.m tonal regulations as it shall and 10:00 pm. for five con• find necessary is the ex - date ve days preceding the ercise of the police power; date. The public hearing Provided, that such regu- (4)- The City Council may, latrans, by ordinance or oth at Its option, employ 8 con- erwise, hall be reasonable sultant or consultants to ala and not in conflict with the in the analysis of the re- rights herein granted. B The City shall have the .0)50111 rate revision. Costs right to inspect the books, of such consultants shall be records, maps, plans, in - borne equally by the City and come tax returns and other the Grantee. like material of the Grantee (5) The Grantal may not at any time during normal institute any legal hares to business hours infest any rate, charge or C The City shall have the fare fixed by the City Council right, during the hie of this ill the Grantee has filed 8 franchise, to Install and motion for rehearing with maintain free of charge upon the City Council roundiof fly iiia poles of the Grantee any setting out each ground of its wire and pole fixtures neces- complaints against the rate, sary for City alarm systems charge or fare fixed by the ole the condition that such City Council, and 0011 the wire and pole fixtures do not Council has acted upon such interfere with the CATV op - deemed tion or until 8 period of 60 oration of the Grentee- tlays has elapsed I D. The Clty 5h811 have the (61 Nothing herein shall be fight to supervise all Cnn- deemed to prevent the City structlon superor ise an work on Its own initiative from In- performed subject to the or stitutmg proceedings to re- visions of this franchise and vise rates. make such is franchise his as it ver E. Rates charged for ad- shall find necessactions sure not b mg by the Grantee will compliance with the terms re 001 be Subiact to City raga• this franchise and other per of ref,ons, but shall reasonably tinent prcision9 of law effect system size, demand E At the expiration of the for advertising,tro000 strength term lar whlchirationnchise of origination programming -5 granted, Or upon its fermi - however, will be subject to the nation and cancellation, as franchise fee. Such rates, provided for herein, the City however, shall be filed with shall have the right to re- quire the -Grantee to remove at. its own expense all_per- tions of .tho CATV system fheromCity- ell public ways within SECTION 25, CIVIL PEN• ALT IES. For the violation of any oil the following M. ovh dons of this franchise, penal- ties -shall -be chargeable to thelows Security Fund as tot- A- For failure by the Grantee to complete the Phase 1 of the system rebuild expanding channel chancels to a minimum of 26 channels and be fully activated by not later than May 1, 1982, the City may withdraw from the Security Fund Two Hundred Dollars (5200.00) per day for each deficiency or contra hereof, the B. For failure by the Grantee to complete the Phase 2 of the system rebuild expanding channel capacity to a 54 channel capacity sys- tem and betully activated by no later than May 1, 1986, City may withdraw from the Security Fund Two Hundred Dollars for ach days0 or0part 00) the ter hereof the deficiency continues. C. For failure by the Grantee to provide, main- tain, replace and make available channels, equip- ment, studio facilities, per- sonnel, and mobile van as pecifled in Section 22, City may withdraw from the Se• urity Fund One Hundred Dollars (5500 001 per day fo each day, air pari thereof, th , deficiency continues. D. For failure by th Grantee to provide extension of service in accordance with Section 15, unless the Cit Council specifically approv es a delay by motion or reso luteon, due to the occurence of conditions beyond Grant' ee's_contro6.,ihe- City- mal withdrew YWa Hbndred D)ol t"eachd0yy,,'ddrgparghere f,thi the City Secretary and shall be applied without discrimi- nation , F. Ratesharged for teased channels can be eqq bated, but shall reasonably reflect cost of service, length of contract, and demand for leased channels When es- tablished, the rates shall be filed with the City Secretary Lease channel rates will not be subject to City regulation, franchise t will bee subject to the G. Rates charged for ad vertis(ng and leased than nets shall be considered as a part of the gross incoml' when determining reason I ableness of rates. H The Grantee's petitio for a rate increase shall in elude, but not be limited to the following financial re ports, which shall reflect thl operations of the Corpu, Christi system only. (1) Balance Sheet (2) Income Statement (3) Statement of Sources and Applications of Funds 11 (4) Detailed Supporting Schedules of Expenses, Irl m Come, Assets and other, items as may be required. (5) Statement of Curren and Pro)ected Subscriber and Penetration. The Grantee's accountin records applicable to th Corpus Christi system shal be available for inspection 1 Corpus Christi by the City a II reasonable times. Th City shall have access td records of financial transac tuns for the purpose of vers fying allocated or other in direct costa prorated to the Corpus Christi operation The documents listed above shall include sufficient detai and/or footnotes as may be necessary to provide the City with the information needed to make accurate determine .,tion as to the financial condi tion ofthe,sysfem. At) linen 'c(at statelr�ents she If be 'certified-ai.ccUrate •fifcecof Grantee__:. - g E. For fat ure by the Gran ee; t0`provide:.data4 decument's, resorts,- ler Illation as'required by, Sec- tions 9,12, 14, 11,.21 end23 Ihe;.CL{y,May withdraw Jro the SecuritrFund.Fift (.Ool lars (550.00) per day for each day, or part thereof, the vio- lation occurs or continues. F. For failure by the Grantee to comply with qual- ty of service or operational or technical standards fol. lowing the City's written no- tice directing Grantee to make Improvements pur- suant to Section 12(1), City may withdraw from the Se- curity Fund Two Hundred Dollars (5200 00) per day for viola day, or part s thereof, the G. For. failure by the Grantee to comply with the City's written notice direct- ing the Grantee to provide in- stallation of outlets and ser- vice to schools, colleges, and junior colleges pursuant to Section 21, V(D), City may withdraw from the Security Fund Two Hundred Dollars (0200,00) per day for each day, or pat thereof, that the violation continues. H. For failure by the Grantee to test, analyze, and report on the performance on the system following a re- quest by the City pursuant to Sections 11, 12 and 28, City may withdraw from the Se- curity Fund Two Hundred Dollars (5200,00) per day for each day. or part thereof, that such noncompliance continues, I. For failure by the Grant ee (0 activate the two-day ca pability pursuant to Sectio 22, VII, Clty may withdra from the Security Fund On Hundred Dollars (5100.00 per day for each day, or par thereof, Ihaf such service 1 not provided. J. For failure by the Grant ee to provide continuity o service as required in Se tion 17, the City may with] draw from the Security Funs Two Hundred 00(1001 5200.00) per day for each day, or part thereof, tha such service is not provided. SECTION 26. FORFEIT• URE OF FRANCHISE. 1 A. In addition to all other rights and powers pertaining to the City by virtue of this franchise or otherwise, the City reserves the right toter urinate this franchise and all rights and privileges of the Grantee hereunder in the event that the Grantee: (1) Violates any provision of this franchise or any rule, order or determination of the City, or City Council made pursuant to this franchise; (2) Becomes insolvent un- able or unwilling to pay its debt, or is adjudged bank- rupt; (3) Attempts to dispose of any of the facilities or prop- erty of its CATV business to prevent the City from pur- chasing same, as provided for herein; • (4) Attempts to evade any of the provisions of this fran- chise or practices any fraud or deceit upon the City. B. The City Manager shall be reponsible to see that all terms and conditions of this franchise are bet and per- formed In the event of any of the above mentioned vio- lations, the City Manager shall take such action asmec- �Ia essar tand•prbper r enforce CIon s r tir:arbpe Iran fore, r ,Prior to-aey forfeiture ageinst,the, -Grantee,^'CH shall -give Grantee-.aP•feasf _ ihtrty_ ( )_days advance written notice ofwe pro- posed forfedure,.which-writ tan'notice.of proposed for feature Shall ,state, Uearl lavhenein the; Grantee ha !failed to comply with the pro visions, of,fhe.franch,se-th - _ recommended cure, the time to cure, the persons in auk thonty to whom responses should be addressed, and such other procedures may be specified by the City deficiencies within the tam If Grantee falls to cure sue prescribed in the notice o proposed forfeiture, the Cit Council may revoke the Fran chase by forefeifure at a pub lie hearing held for such pur pose after the City has give Grantee at least ten (10) daysfb advance hearingtt oGrantee hall have the right to part,c- Ipate as a party to such hear - Ing. SECTION 27. PURCHASE .OF SYSTEM BY CITY. A Rights to Purchase, In the event the Grantee forfeits or City terminates' this franchise pursuant to or at rovisthes orof tmal exp ration his ordinance of the franchise term, Cit shall have the right to put chase the CATV system in accordance with the follow- ing provisions and the provi- sions of Article VIII, Section 5(k) of the City Charter which is attached hereto and incorporate T^eerein es Ex hiebit D", prvvetlure t forth herein are available for any of the purposes se forth above and may be tom menced at any time whefhe or not they are corfimehced within the last two (2) years of the term of this franchise. B. Franchise Valuation. For purposes of this sec- tion onlyi, the fair value of the franchise shall be the. re-- placement e-placement value of tangible assets of the franchised CATV system, "Re- placement value" is defined as the cost of building a new and equally sized systemncreaottssnaoaad current lenl- ' lowance for the age and con- dition of the present system, except no value shall be as- signed to either the franchise itself or any right, privilege or expectancy arising to Grantee out of the nght to transact business under the franchise, and particularly no value shall be allowed for any increase in value arising out of any expectation of CATV system revenues be- yond the forfeiture and ter- mination date or expiration date, whichever is sooner. C. Date of Valuation. The date of valuation shall be no earlier than the day fol- lowing the date of expiration or termination and no later than the date City makes a fair and reasonable offer for the system or the date of transfer of pwnership, whichever occurs first. D. Transfer 10 City. Upon exercise of this op- tion and the payment of the above sum by the Clty and its service of official notice of such action upon Grantee, the Grantee shall immedi- ately transfer to the City pos- session and title to all facil- ities and property, real and personal, of the CATV sys- tem, free from any and all liens and encumbrances not greed -to be assumed kith 9City3n lieu Of sgm,porfl not s the gpfphas0-pri .set.forth eebova ntl the Granteeshaq exacufe�uch}val' dgti(deeds Lr;olher•tnsirumenfs of 00n - places as contained in the no- tice or as thereafter publicly stated_in_the order to ad- journ; a cept'as'-otherwise authorized by the City Atter- nayo 5 .gs.and, wiosethin 'forty-tov- (45p)- ays,- fteria -pointment _ (45) daysafter appointment of the third arbitrator, the board shall prepare findings and decision agreed upon by a malorify of the board which shall be filed with the City and served by mail upon the Grantee. In the event the board, or a majority thereof, fails to make a decision with- in such time period, the pro- ceedings•of this board Shall become null and void and a new board of arbitrators shall be chosen in like rnan- ner the arbitration pro- ceduressof f In this sub- section F begin anew. (el The decision of the Board shall be final and binding upon the City and Grantee. (f) Either City or Grantee may seek judicial relief in the folliwng circumstances: (i) the City falls to select an arbitrator; ()U the arbitrators fail to select a third arbitrator, un- less a third arbitrator is se- lected in the manner set forth in Article VIII, Section 5(10(3) of the City Charter; (10) one or more arbitrator is unqualified; (Iv) designated time limits have been exceeded; (v) the board has not pro- ceeded expeditiously; and (VI) based upon the record the board abused its dis- cretion. competent (al In the event)urlsdicna courton of termines the board has abus- ed its discretion, it may or- delthe ar-bttrati do procedure repeated and Is- sue findings, orders and di- rections, with costs of suit to be awarded to the prevailing party. (h) Cost of arbitration shall be borne equally by fh City and the Grantee. (3) Upon determination o the fair value either b agreement or by the board o arbitrators, the City Counci shall, within a period of six1 (60) days thereafter, deter mine whether or not to sub mit to the qualified voters 0 the City the proposition 0 whether or not the City should acquire the subject assets of Grantee. Such elec- tion and the authorization for -issuance and sale of any bonds necessary to purchase said assets shall be accom- plished in .the manner set forth in Article VIII, Sections 5(k)(4) and 5(k)(5) of the City Charter (see attached Exhibit "D"). SECTION 28, PERFORM- ANCE EVALUATION SES- SIONS. A. The City and the Grant- ee shall hold scheduled per- t*mance evaluation ses- sions within thirty (30) days of the third, sixth, ninth and twelfth anniversary dates of the Grantee's award of the franchise. All such eval- uation sessions shall be open to the public, B. Special evaluation ses- sions may be held at any time during the term of the franchise at the request of the City Charter or the Grantee. C AILevaluation-session I(pe opera (q- toe pebli Sand -r oft geped•yn a news {)aper r, geperPlth,legaho 411 9Gcor49ece wslh4ggal no ►61ce„Grantee,shal l -ndhf y -d kbubcribers of all evaluatto yeyance.to.City-asa .I be. necessary foor�lhiaipurpose,,, The Grantgs air-grake it a, condition of each, contract with extends. beyond the,pe riod at•sptuch the City has the option to acquire the system and entered into by it with reference to its operation un- der this franchise that the contract shall be sublet} to the exercise of this option by the City and that the Cify shall have the right to sue• reed to all privileges and ob- ligations thereof upon the ex- ercise of such option. E. Procedure for Pur- chase. Whenever the City Council orders that notice be given to Grantee that the City desires to purchase the CATV sys- tem, the City Secretary Shall rause such to Grantee Inowriting ce to begiven sixty (60) days from the date Grantee receives such writ- ten notice, Grantee shall sub- mit to the City Manager a complete detailed inventory of Grantee's tangible assets for the franchised CATV sys- tem, detailed maps clearly Indicating the location of such assets, and Grantee's best estimate of the fair val- ue of such assets. The City and Grantee shall have a pe- riod of sixty (60) days after the City's receipt of the afo- resaid Grantee's inventory, maps, and best estimate of value in which to agree upon the value. F rbitration of Value and Costs. (1) In the event City and Grantee cannot agree upon the aforesaid value of the CATV system, the value shall be determined by a board of arbitrators compos- ed of three members as set forth below (2) Arbitration shall com- mence and proceed accord- ing to law as follows. I (a) Within fifteen (15) days following the sixty (60) day period described in sub- section E above, the Cityand Grantee shall each appoint one arbitrator both of whom are experienced and knowl- edgeable In the valuation of cable television property These two arbitrators shall agree upon selection of, and shall appoint, within fifteen (15) days, the third arbi- trator who is similarly quali- fied and who is a Texas reg- istered professional engineer. If Grantee either I falls to furnish to the City the inventory and maps required within the time period pre- scribed in subsection E above, or fads to appoint its arbitrator within the fifteen (15) day period described above, the Cdy Council may appoint the arbitrator for Grantee. 11 the two arbi- trators fait to agree upon and appoint the third arbitrator within the specified time pe- riod, the third arbitrator may be selected in the man- ner described in Article VIII, Section 5(k)(3) of the City Charter (see Exhibit "0” at- tached hereto). (b) Within twenty (20) days after appointment of the third arbitrator and upon (five (5) days advance writ- ten notice to the City and Grantee, the board of arbi- trators shall commence a hearing on the issue of valu- ation. I (c),Tha,•hearmg-shall-be recorded and transcribed at the request of either,SUy or Grantee , All hecrinp xpro ceedmgs. debate and defib erations,shall,be•open-to the public and at such times and sessions y announcemen pn at least two (2) channel f its system between fh ours of4;pg.p.m-.and-9.: Eim„ for flue (5) consecutly • 0,5 precedi Topi snWhctihmaYOn iscussed at any schedule nspeclal evaluation sessi saynclude, but not be Iimj ted to, service rate struck ures; franchise fee, penal les, free or discounted ervices; application of genii echnolo9ies, system peri ormance, services pro, rided, programmiang affer- d; customer complaints;' rivacy, amendments to this rdinance, judicial and FCCI rulings, line extension poli l ies; and Grantee or City ules. E. At the performance evaluation session scheduled or the third anniversary date of the Grantee's award of the franchise, Grantee shall provide at its cost a business analysis of the fea- sibility of activating two-way capability over the system. F. Members of the genera public may add topics eithe by working through Grantee or City or by presenting a pe- tition. If such a petition bears the valid signatures of fifty (50) or more residents (of Corpus Christi, the pro- poseditopic or topics shall be added to the list of topics to be discussed at the eval- Gation session. k SECTION 29, NEW DE VELOPMENTS. bThe Grantee shall Strive to pgrade its facilities, 05050- ment and service so that its system Is as advanced as the current state of technology will allow. The Grantee shall, inane every avauable effort to install additional channel capacity as required to keep channescapacity In excess of the reasonable demand thereof by users. SECTION 30 AREAWIDE INTERCONNECTION OF CATV SYSTEMS. The Grantee shall endeav- or to interconnect access channels of the cable system with any or all other CATV systems in adjacent areas, upon the directive of the City Interconnection of sys- tems may be done by direct cable connection, micro- wave link, satellite, or other appropriate method. Upon receiving the directive of the City to interconnect, the Grantee shall immediately initiate negotiations with the other affected system or sys- tems fn order that all costs may be shared equally among cable companies for both construction and oper- ation of the interconnection link. The Grantee may be granted reasonable exten- sions of time to interconnect or the City may rescind its order to interconnect upon petition by the franchisee to the City. The City shall grant aid -request if it :finds that Grantee has negotiated in good faith and has filed 10 ob-( fain an approval from the system or systems of the pro- posed interconnection, or that the cost of the inter- connection would cause an unreasonable or -un acceptable increase In sub- scriber rates The Grantee shall cooperate with any in terconnect ion corporation regional interconnection au thorityor city„county, state and federal •-regulatory e agency which,rnay, r after estab(Ished•fdrJhe pu`r- pose of financ- noE:otheregulating, dL providing for the Interconnection of s•s ems •etyork§ 1 boundaries of the Cityy. - SECTION 31 FORCE•MA- ;tEURE-CLAUSE- If Grantee hereunder is rendered unable, by force Majeure, 10 carry out the terms of this franchise, other than the obligation to make money payments upon writ- ten notice to the City of the force maleure and together with reasonable particulars concerning it, the City Coun- cil may suspend or partially suspend the Grantee's obli• gations under this franchise during the continuance of the force majeure, but not to ex- ceed thirty (30) days or such time specified Sucht petheri ity cilod, Grantee full resources.ntol devote s servicingand restoring the system to full '''Ea CTION N• EE'S PROPOSALS IN• CORPORATED. By its acceptance of the ranchise, Grantee specifi- cally grants and agrees that is Proposal is incorporated by reference and made a part of this ordinance as Ex- hibit "A". In the event of a conflict between proposed services listed in said Pro- posal and the provisions of this ordinance, that provi- sion which provides the 0 greatesthespinion benefit nof the Cito the ty prevail, Fail a e to provide services a promised in Grantee's Pro posal as incorporated hereir shall be deemed a breach o this ordinance 10 which thi provisions of Sections 25 an 26 of this ordinance shall ap Ply. 1 SECTION 33. PARTIA INVALIDITY AND REil PEAL PROVISIONS. • If any section, subsector sentence, clause, phrase, of portion of this ordinance 1' for any reason held invali or unconstitutional in an court of competent iuris diction, such portion shall be deemed a separate, distinct and Independent provislo andsuch holding shall notal feet the validity of the re maining portions hereof. SECTION 34. PUBLICA TION. I ne City secretary i hereby dlrected to publish a Grantee's expense the ful text of this ordinance on Ime In some newspaper a general circulation in the City within fibe (5) days foil lowing each reading of this ordinance, as required btl City Charter_ Article VIII Section 3(a). AGREED TO AND ACCEPTED: ATHENA CABLEVISION OF CORPUS CHRISTI INC (Title) R ATTEST Secretary 'ATHENACOMMU3 NICATIONS CORPORATION (Title) •• ATTEST: ",r'r Secretar • STATE OF TEXAS, lss: County of Nueces. 1 PUBLISHER'S AFFIDAVIT - v. 2]!4673._ CITY ;OF C.C. Before me, the undersigned, a Notary Public, this day personally came EIZLIE...1«..H.E E1�3L'I� , who being first duly sworn, according to law, says that he is the .A.CAO.UNMI "..CLERK" of the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of of which the annexed is a true copy, was published inTQEF.a..QQ33.P..U.....r..F1F31S..1...cliLL1114.IMES -.---. on the._l.6thday of 14AR011 19... J., and once each du thereafter for_ Ji? consecutive. - " day ntae._....... _...Times. - g___.33.62.._......._.. Naas$ Ekso N�1 Subscribed and sworn to before me this..... _8th day of APRIL 19 81 LOIS WIN N7� t' Pith ' Nueces County Texas N o ary c, 'y fli ' NOTICE OF PASSAG r�' OF ORDINAN ON FIRST R ING GRANTING A F '' • f • - • CHISE TO ATHENA CA- BLEVISION OF; CORP!!5' CHRISTI, INC., TO OPER. ATE AND MAINTAIN A- COMMUNITY ANTENNA TELEVISION SYSTEM INj' THE CITY FOR A TERM NOT TO EXCEED FL✓''_ TEEN (15) YEARS; SSEET• 1'+. TING FORTJ•I.CONDITIONS"" •ACCOMPAIsY I NG TT-HHSET���' GRANT OF •.F RANCHlS PROVIDING FOR C TY .r REGULATION' AND 5 OF THE COMMUNIT • TENNA TELEVISION 5 t. TEM, PRESCRIBING PEN• -. ALTIES FQR VIOLATION,: OF THE FRANCHISE PRO• VISIONS; AND PROVUO<' - !NG FOR PUBLICATION. Notice is hereby given the City Council of the0(fyof Carpus Christi has, on 11th day of March, 1981, ans.', proved on first reading tbe' aforementioned ordinaA"ce., The full text o: said 9cdl' napce is ava(ta ble to the pub. Iic in the Office of the coy! Secretary. ��� WITNESS ABY HAND-tM( ."i the 12th day of March, .1981.. •s•BilI G. Rejig' City Secretary City of Corpus Christi, Te, vvorrv OF ORDINANCE", , ON PIRST-READING`' «. GRANTING A FRAN•T* CHISE TO .4THENA CA• BL'EVISI N ,yr CORPUS, 2HRMAINTAIN 1TEI A DD OTAIN A pOMMUNITY ANTENNA` SYSTEM r'HEECITYON FOR A TERIM NOT TO EXCEED FIF' IirEEN (15) YEARS; SET- v TING FORTH CONDITIONS NG TE RANT OFNyl FRA CHISE.ROVING. • REGULATIONfyFAND ROUSE ,, OF THE COMMUNITY AN• , XENNSTEM; PH SCRIBIING ONPEN- ALTIES FOR VIOLATION•"' OF THE FRANCHISE PRO.. VISIONS; AND PROWD•'_ I NG FOR PUBLICATION. • . y he City Council of he City oven f ,.1 `orpus Christi has, on the" 1th day of March, 1981, ap•.^, 1) roved on first reading the .7,1' forementioned ordinance.,, d 'he full text of said ordi•.' ante is available to the pub.'s" c in the Office of the City,; ecretary. WITNESS MY HAND this ;• ; e 12th day of March, (981. •s•Bdl G. Read, •. City Secretary Wa.axny ,p. Qty of Corpus L ..�. �thrlsti,`Tlxas•w!;ss.,, Y PUBLISHER'S AFFIDAVIT V. 223211 = i� CITY of C.C. STATE OF TEXAS, lss: County of Nueces. J Before me, the undersigned, a Notary Public, this day personally came. ....... BILLIE 7. HENDERSON , who being first duly sworn, according to law, says that he is the ACC411N3 7DIG.13 E&I� of the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas,, in said County and State, and that the publication of NOTICE OF PASSAGE OF...... of which the annexed is a true copy, was published in TEE CORPUS CHRISTI_CALT,FR-TIMES on the. 23rd day of.... MARCH 19.8._., and once each. day ._ .__._.....thereafter consecutive day Times. 36..9Q__. _ ..BILILZ+....J . ...IIMLDRRSON... �� �� ACCOUNTING CLERK . , Subscribed and sworn to before me this 8th day of APRIL 19.BL.. LOIS WINN 0� 64 Notary ublic, Nueces County, Texas 1 NOTICE OF PASSAGE O ORDINANCE -ON - SECOND READI GRANTING A F AN- CHISE TO ATHENA C BLEVISION OF CORPUS CHRISTI, INC., TO OPE ATE AND MAINTAIN A COMMUNITY ANTEN TELEVISION SYSTEM IN THE CITY FOR A TER NOT TO EXCEED FI - TEEN (15) YEARS; S TING FORTH CONDITIONS ACCOMPANYING T GRANT OF FRANCHISE; PROVIDING FOR CI REGULATION AND USE OF THE COMMUNITY TENNA TELEVISION SYS- TEM; PRESCRIBING PE ALTIES FOR VIOLATION OF THE FRANCHISE PRE). VISIONS; AND PROVID- ING FOR PUBLICATIQN! Notice is hereby given that the City Council of the Cit Corpus Christi has, on the 18th day of March, 1981, Apr proved on second reading, having previously been proved on first reading on the llth day of March, 1 •: the aforementioned ordi- nance.�hej(ulLtext of s.-- ordinance is available to the public in the Office of 1 City Secretary. WITNESS MY HAN• t the 19th day of March, 1981. -s•Bill G. R City Secretary City of Corgyr