Loading...
HomeMy WebLinkAbout024928 ORD - 06/25/2002 AN ORDINANCE GRANTING TO TEXAS CABLE PARTNERS (TIME WARNER) A NON- EXCLUSIVE FRANCHISE TO CONSTRUCT, MAINTAIN, AND OPERATE FOR A PERIOD OF FIFTEEN YEARS A CABLE TELEVISION SYSTEM AND FACILITIES AND ADDITIONS THERETO, IN, UNDER, OVER, ALONG, ACROSS AND UPON THE STREETS, LANES, AVENUES, ALLEYS, SIDEWALKS, BRIDGES, RIGHTS-OF-WAY, EASEMENTS, HIGHWAYS AND OTHER PLACES IN THE CITY OF CORPUS CHRISTI, TEXAS NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Council hereby grants to Texas Cable Partners, Inc. (Time Warner) a non-exclusive franchise to construct, maintain, and operate for a period of fifteen years, a cable television system and facilities and additions thereto, in, under, over, along, across and upon the streets, lanes, avenues, alleys, sidewalks, bridges, rights-ot:way, easements, highways and other places in the City of Corpus Christi, Texas, subject to the terms and conditions of the attached franchise agreement. 024928 (j ~!Jhe foregoing ordinance was read for the first time and passed to its second reading on this the dbay of ~ iJI , 2002, by the following vote: S=oo]LN,m,k 5 ~ R~AKiM;"" ' Brent Chesney John Longoria Javier D. Colmenero Jesse Noyola Henry Garrett Mark Scott Bill Kelly That e foregoing ordinance was read for the second time and passed finally on this the ~~y of , 2002, by the following vote: Rex A. Kinnison ~ IV) ~ Samuel L. Neal, Jr. Brent Chesney John Longoria Javier D. Colmenero Jesse Noyola Henry Garrett ~ Mark Scott Bill Kelly ~ PASSED AND APPROVED this the d}S1;'ay of~.l-1\ l' ," 2002. ATTEST: ~ Armando Chapa City Secretary cd. / )<:/ . 4;, t Samuel L. Neal, Jr. Mayor LEGAL FORM APPROVED .~ I (,. , 2002 JAMES R. BRAY, JR. CITY ATTORNEY By: ;;(~~ Lisa Aguilar Assistant City Attorney 024928 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT FRANCHISE RENEWAL AGREEMENT Between TEXAS CABLE PARTNERS, L.P. And CORPUS CHRISTI, TEXAS June 19, 2002 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS............... ..................,.,......".....,.., ...,.. ................ .............. ...,.,.. ..., ..5 1.1 Channel,..... ....,...,....... .... ...............,...................,..".. ...... ...". ...................,..........,..,.,..,..,..5 1.2 Commercial Programming...........................,......,................. ........... ........... ...... ... ........ ....5 1.3 Effective Date.... ........ .... ....................,..,.,."...,...., ...... ......,..... ........... .......".......,.. ............5 1.4 Franchise Fee. .... ........ ... ................ .......,..,."...,.,.., ...,.....,............... ......,....,.............. .........6 1.5 Grantee ..,. ......,.... ............... ... ...... ......................,..,.."..,.....,..... ........... .....,.,.. .....................6 1.6 Gross Revenues, ....,...,..,....... ......... ...................... ....,..,...."..,. ........ ... ...............,. ... ...,........6 1.7 Locally Produced Programming,.......,.,.............. .... ......... ........,.,..,.. .......................... .... ..6 1.8 Normal Business Hours ... .........,..,..,....,....,......... ....... ................, ....., ........ ....... ...............,7 1.9 Normal Operating Conditions......... ..... ..... ........., ... ...... .... .................. .... ..... ...... ......... ... ...7 1.10 Service Interruption.,.,....,......,... ........,. .............. .............. .....,....,.. ... ... .............. ...,.,..,..".,7 SECTION 20 GRANT OF FRANCHISE RENEWAL ..............................................................7 2.1 Grant of Renewal. .................. ............................ ..........,.".......... ......... .....,...,.... .....,..... ....7 2.2 Right of City to Issue and Renew Franchise....................................................................7 2.3 Effective Date of Grant of Renewal........................................,.,.......,......................,.......8 2.4 Term.... ...... ..... ..... ........... .... ...........,.......".,...,..,..................................,."...... ....................8 2.5 Written Notice...................,............................................... ........,........... ..............,....,...... ,8 2.6 Franchise Not Exclusive ...... .... .............,....,. ......." ......,.....,.. ................. .........,.,....... .... .... 9 2.7 Reservation of Rights.................,......................................... .....,."........ .........................10 2.8 Compliance...... .....,...,..,... .......... ......................... ..... ..... ... ......,............. ............ ...,.... ..., ..1 0 2.9 Binding Contract... ....... .... .......... ........................, ....,..,..,.. .................... ...,................... ...1 0 2.10 Customer Service Standards ..........................................................................................11 SECTION 30 GENERAL REQUIREMENTS................................................................"........16 3.1 Annual Franchise Fee ....................................................................................................16 3.2 Liability Insurance......,..".................................. .............. ......,...... ..................,.,.."....., ..17 3.3 Indemnification..................... ...,..,......."........,.... ................. ..........,.., .....,........... ........, ...19 3.4 Security Fund,...., ....,.......................................". ....,."..,.............................. ................ ...22 3.5 Procedure for Remedying Franchise Violations ............................................................23 3.6 Revocation...."........ ..............................,....,.,..,.....,..,...,...................... ..........,....... ..... ....25 3.7 Compliance with Applicable Laws and Ordinances ......................................................27 SECTION 4" SYSTEM CAPABILITIES ..................................................................................27 4.1 System Capabilities... ...............,....,..,.................... ....,.... .................,.,. ...,.,......,.... ..........27 4.2 Required Extensions of Cable System...........................................................................28 4.3 Periodic Evaluation, Review and Modification .............................................................29 4.4 Emergency Alert Capability.... ...........................",..,...,.,...,.,...........,..,..,..,.,....,........... ..31 4.5 Closed Captioning and Descriptive Audio Service .......................................................31 4.6 Parental Control Lock...,....................... .......,..,.,...,........".............,..,..,..,................., ...,.31 4.7 HDTV / A TV Conversion..........................................................,.,.............. .........,..,..,... ..32 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 4,8 Right of Inspection. ......,..."...,....."........" ...".,..."...,.........,.............,... ...."., ......., ... ...... ...32 SECTION 5" SERVICES AND PROGRAMMING .................................................................32 5. I Programming.. ........ .................................... ....... ..., .....,.,.... ............................... .... ....., ....32 A. Broad Programming Categories..., ..."..,.". ..., .....,.,.... ..... .............. ..... ... ...., ... ...... ....32 B. Deletion or Reduction of Programming Categories...............................................33 5.2 Leased Commercial Access.. .....,... ...".,...,.......,..,...,.,........... ........... ..... ....., ..."........... ...33 5.3 Annual Reports.,........................,... ...,.. .............., ...,..,.,..,...... ................ ... ..., ............. ... ..3 3 SECTION 6" SUPPORT FOR LOCAL CABLE RELATED NEEDS....................................34 6. I Institutional Network....,......... ...... .... ..... ............ ....... .................,. .... ..... ... ... ........... ... ... ..34 6.2 Public, Educational and Governmental Access .............................................................37 A. Access Channels .................., ... ... ..., ... ... ...., ...,..,......................... ... ... ... ... ........ ........3 7 B. Additional Access Channels .." ....., .... ...,.,.,...,.. ..........................,..."...... ..... ... ....., ..3 8 C. Unused Channels................ .......................... .......,...... .....,................, ..., ..., ... ...... ...39 D. Non-Commercial Programming.,..,...,..,. ............ ....... ....... .......,....,. ....... .... ............ .39 E, Transition ..,.,..,.. ... .......... ..... .......... ....,.......... ..........,.... ........... ......... ..... ........ ..... .....39 G. Capital Support for Access ....................................................................................40 H. Donation of Equipment..."., ...,..,... ............... ... ..... ....... ..........,. .......... ... ..... .... ... ......4 I I. Access Channel Designations,...... ...,.......... ................ ...... ....,........ ... ..... ...... ...... ....41 J. Ad Avail Grants................. ... ...".., ... ...,......"..,.................. ............. ... ... .... .... ...,......41 K. Technical Quality..,.,................. ... ... .... .......................... .....,........... ... ... .... .... ... ...,...41 6.3 Drops to Public Buildings.,.,......... .......... ...................................,.,.... ... ..... ... .... ..., ... .......41 6.4 Use of Grantee's Facilities............ ... ....... ........... .............. ................. ........ ... ....... ....,..,...42 SECTION 7. REGULATION ..................................... ".,.."........................................................43 7.1 Franchise Regulation ............. ......,... ......, ..........,... ...................,.,.,....,... ... ............... ... ....43 7 .2 Force Majeure. .......,..,.....,....................... ... .............,......... ...........,............... .... ... ....... ....43 7.3 Severability...., ............. ..............."..,......,............., ..... ....... .... .....,............. .... .......... .... ....43 7.4 Amendments... .......,.....,....,.,............... ... .........................,..."............ .... ...... ...,. .......... ....44 EXHIBIT A: Franchise Fee Payment Worksheet EXHIBIT B: I-Net Sites TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT FRANCHISE RENEWAL AGREEMENT A CABLE TELEVISION FRANCHISE RENEWAL AGREEMENT BETWEEN TEXAS CABLE PARTNERS L.p,("Grantee"), AND THE CITY OF CORPUS CHRISTI, TEXAS ("City"), LOCATED IN THE COUNTY OF NUECES. WITNESSETH WHEREAS, the Grantee seeks to obtain a Cable Television Franchise Renewal Agreement under which it will be authorized to reconstruct, maintain, and operate a Cable Television System, as defined under applicable federal, state and local law, throughout the City of Corpus Christi, Texas; and WHEREAS, the City, pursuant to the Master Cable Service Regulatory Ordinance No. 023833, as amended, is authorized to grant and renew one or more nonexclusive revocable Franchises to operate, construct, maintain and reconstruct a cable television system within the City of Corpus Christi, Texas; and WHEREAS, the City seeks to promote the development of cable television capabilities on a competitive basis within the City, while at the same time ensuring customer service; and WHEREAS, Grantee, has made application pursuant to the Master Cable Services Regulatory Ordinance and the applicable franchise renewal requirements of the Cable Act, to obtain a renewal of its Cable Service Franchise in the City of Corpus Christi, Texas, to reconstruct and operate a competitive Cable Service; and WHEREAS, the City, after due evaluation of Grantee's application and proposal for a Franchise Renewal, has determined that Grantee's proposal as modified under the terms of this 4 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT Agreement is complete and responsive to the requirements of the City, and has the requisite legal, technical and financial qualifications to meet the future cable related needs of the City; and NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein provided, and in accordance with the provisions of the City's Master Cable Services Regulatory Ordinance No, 023833, (hereinafter referred to as "Master Ordinance"), the parties agree as follows: SECTION 1. DEFINITIONS For the purpose of this Franchise, the terms, phrases, words, abbreviations and their derivations shall have the meaning given in the Master Ordinance, except as otherwise defined herein. The definitions in the Master Ordinance are made part of this Franchise as if fully set forth herein, except as otherwise specifically set forth herein. In the event of a conflict between the definitions in the Master Ordinance and the definitions set forth below, those definitions set forth in this Agreement shall control. 1.1 "Channel" means a portion of the electromagnetic frequency spectrum which is used in a Cable System and which is capable of delivering a television channel, as television channel is defined by FCC regulation. The current industry standard for an analog Channel is 6 MHz. 1.2 "Commercial Programming" means any programming which is cablecast for remuneration of any kind, whether directly or indirectly, or programming which includes, in whole or in part, content whether audio, video or text intended, directly or indirectly to promote any service, or product sr J3slitieal eElftdieate; or includes commercial advertising of any kind; or contains lottery or sweepstakes information. 1.3 "Effective Date" means the date set forth in Section 2.3 of this Agreement. 5 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 1.4 "Franchise Fee" means any tax, fee or assessment of any kind imposed by City or other governmental entity on Grantee or a cable subscriber, or both, solely because of their status as such. The term "Franchise Fee" does not include: (i) any tax, fee or assessment of general applicability (including any such tax, fee or assessment imposed on both utilities and cable operators or their services but not including a tax, fee or assessment which is unduly discriminatory against cable operators or cable Subscribers); (ii) capital costs which are required by the Franchise Agreement 10 be incurred by Grantee for PEG Access equipment and facilities; (iii) requirements or charges incidental to the award or enforcement of a Franchise, including payments for bonds, security funds, letters of credit, insurance, indemnification, penalties or liquidated damages; or (iv) any fee imposed under title 17, United States Code. 1.5 "Grantee" means Texas Cable Partners, L.P. or its lawful successors, transferees, or assigns. 1.6 "Gross Revenues" shall be as defined in the Master Ordinance except for the purposes of this Agreement and the Grantee's obligations hereunder the term Gross Revenues shall not include: (A) any amount collected by the Franchisee from Subscribers for PEG Access purposes; (B) the revenues of any Person where such revenues have been included in Grantee's revenues so as to preclude double imposition of franchise fees; or (C) bad debt or uncollected amounts. 1.7 "Locallv Produced Programming" means programmmg taped in the Corpus Christi region, or pertaining to locally specific issues, or pertaining to local residents. 6 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 1.8 "Normal Business Hours" means those hours during which most similar businesses in the community are open to serve customers. In all cases, "normal business hours" must include some evening hours at least one night per week and/or some weekend hours. \.9 "Normal Operating Conditions" means those service conditions which are within the control of the Grantee, Those conditions which are not within the control of the Grantee include, but are not limited to, natural disasters, civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which are ordinarily within the control of the Grantee include, but are not limited to, special promotions, pay-per-view events, rate increases, regular peak or seasonal demand periods, and maintenance or upgrade of the Cable System. 1.10 "Service Interruption" means the loss of picture or sound on one or more cable channels. SECTION 2" GRANT OF FRANCHISE RENEWAL 2.1 Grant of Renewal. The cable television franchise granted to TCI Cablevision, Inc., and now held by Grantee, is hereby renewed, subject to the terms and conditions of this Franchise Agreement (hereinafter also referred to as the "Franchise"). The grant of renewal provides Grantee authority, right and privilege, to construct, reconstruct, operate and maintain a Cable Television System within the Right-of-Way in the City of Corpus Christi, Texas, as it is now or may in the future be constituted, 2,2 Right of Citv to Issue and Renew Franchise. Grantee acknowledges and accepts the right of City to issue and/or renew a Franchise Agreement. 7 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 2.3 Effective Date of Grant of RenewaL The grant of renewal shall be effective sixty (60) days following passage and approval of this Agreement by ordinance of the City Council. The grant is further contingent upon the filing by Grantee with the City Secretary of the executed Franchise Agreement and the required security fund and insurance certificates, and has paid all sums owed to the City, except that if the filing of the written acceptance, the security fund or any such insurance certificate does not occur within sixty (60) days after the Effective Date of the ordinance approving this Franchise and any extension of time hereunder, the City may declare this grant null and void. 2.4 Term. This Franchise shall commence upon its Effective Date and shall expire fifteen (15) years thereafter or unless extended, renewed, revoked or terminated sooner as provided for in the Master Ordinance or pursuant to the specific terms of this Franchise Agreement. 2.5 Written Notice. All notices, reports or demands required to be given in writing under this Franchise Agreement shall be deemed to be given when delivered personally to the Person designated below, or upon receipt when sent by registered or certified mail, postage prepaid thereon, or on the next business day if sent by express mail or overnight courier addressed to the party to which notice is being given, as follows: If to City: City Corpus Christi Attention: City Manager 1201 Leopard Street Corpus Christi, Texas 78401-2825 8 -~-'--'-' .-.--. ..." ._,-_..', ._._-.-~",.__..__.,-_.- TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT With a copy to: If to Grantee: With copy to: City of Corpus Christi Attention: City Attorney 120 I Leopard Street Corpus Christi, Texas 78401-2825 Texas Cable Partners, L.P. Attn: General Manager 4060 South Padre Island Drive Corpus Christi, Texas 78411 Texas Cable Partners, L.P. Attn: Division President 300 Parker Square, Suite 210 Flower Mound, Texas 75028 Such addresses may be changed by either party upon notice to the other party given as provided in this Section. 2.6 Franchise Not Exclusive The Franchise herein granted shall be non-exclusive and is granted by the City pursuant to the City's Master Cable Services Regulatory Ordinance and applicable law. Unless expressly prohibited by law, any additional franchise granted by the City pursuant to the Master Cable Services Regulatory Ordinance, subsequent to the date of this Franchise, shall, when considered as a whole, contain no more favorable or less burdensome terms and conditions than those contained herein. In instances where Grantee or City believes that replication of a requirement would provide an unintended result, the parties (i.e., the City, Grantee and proposed Grantee), shall meet to negotiate a substitute obligation to ensure parity of obligations on the part of all grantees, Any alleged failure on the part of the City to ensure parity of obligations shall entitle Grantee to review by the City's governing body and such other remedies it may be entitled to under applicable state and federal law. 9 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 2.7 Reservation of Rights, City and Grantee reserve all rights that they may possess under applicable law or be granted in the future under applicable law unless expressly waived herein. Unless expressly noted otherwise, nothing set forth in the Master Ordinance or this Franchise Agreement shall be construed as a waiver, surrender or release of any right of any kind whatsoever by either City or Grantee. 2.8 Compliance The provisions of the Master Ordinance are hereby incorporated herein by reference as if set out in full, and form part of the terms and conditions of this Franchise Agreement, except as may be otherwise provided in the Franchise Agreement. In the event of a conflict between the terms and conditions of the Master Ordinance and this Franchise Agreement, the Franchise Agreement shall control. Grantee agrees to comply with the terms of the Master Ordinance and any lawfully adopted, generally applicable local ordinance that is passed pursuant to the City's lawful police powers. 2.9 Binding Contract This Franchise (including all of Grantee's particular rights, powers, protections, privileges, immunities and obligations associated therewith) shall constitute a legally binding contract between the City and Grantee, and as such, cannot be amended, modified or changed by the City without the consent of Grantee in any manner whatsoever, whether by ordinance, rule, regulation or otherwise, to impose on Grantee more stringent or burdensome requirements or conditions; provided, however, that nothing herein contained shall preclude the City from the proper exercise of its police powers, as set forth in Section 2.8. 10 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 2. I 0 Customer Service Standards. A. Notwithstanding anything to the contrary in the Master Ordinance, the Grantee is hereby exempted from Article 7 of the Master Ordinance and in lieu thereof shall be subject to the following: 1. Cable Svstem Office Hours and Teleohone Availabilitv. (a) The Grantee will maintain a local, toll-free or collect call telephone access line which will be available to its subscribers 24 hours a day, seven days a week. (b) Trained Grantee representatives will be available to respond to customer telephone inquiries during Normal Business Hours. (c) After Normal Business Hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries received after Normal Business Hours must be responded to by a trained Grantee representative on the next business day. (d) Under Normal Operating Conditions, telephone answer time by a customer representative, including wait time, shall not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. These standards shall be met not less than ninety (90) percent of the time under Normal Operating Conditions, measured on a quarterly basis. II TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 12 (e) The Grantee will not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards above unless an historical record of complaints indicates a clear failure to comply, (t) Under Normal Operating conditions, the customer will receive a busy signal less than three (3) percent of the time. (g) Customer service center and bill payment locations will be open at least during Normal Business Hours and will be conveniently located, 2. Installations. Outages and Service Calls. Under Normal Operating Conditions, each of the following standards will be met no less than ninety-five (95) percent of the time measured on a quarterly basis: (a) Standard installations will be performed within seven (7) business days after an order has been placed. "Standard" installations are those that are located up to 125 feet from the existing distribution system. (b) Excluding conditions beyond the control of the Grantee, the Grantee will begin working on "Service Interruptions" promptly and in no event later than 24 hours after the interruption becomes known. The Grantee must begin actions to correct other service problems the next business day after notification of the service problem. TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT (c) The "appointment window" alternatives for installations, service calls, and other installation activities will be either a specific time or, at maximum, a four-hour time block during Normal Business Hours. The Grantee may schedule service calls and other installation activities outside of Normal Business Hours for the express convenience of the customer. (d) The Grantee may not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment. (e) If a Grantee representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, the customer will be contacted. The appointment will be rescheduled, as necessary, at a time which is convenient for the customer. 3. Communications Between the Grantee and Subscribers. (a) Notifications to Subscribers. (i) The Grantee shall provide written information on each of the following areas at the time of installation of service, at least annually to all Subscribers, and at any time upon request: (A) Products and services offered; 13 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT (B) Prices and options for programming services and conditions of subscription to programming and other services; (C) Installation and service maintenance policies; (D) Instructions on how to u~e the cable service; (E) Channel positions of programming carried on the Cable System; and (F) Billing and Complaint procedures, including the address and telephone number of the City's office. (b) Subscribers will be notified of any changes in rates, programming services or channel positions as soon as possible in writing. Notice must be given to Subscribers a minimum of thirty (30) days in advance of such changes if the change is within the control of the Grantee. In addition, the Grantee shall notify Subscribers thirty (30) days in advance of any significant changes in the other information required by paragraph 3(a)(i) of this section. Notwithstanding anything in this Section to the contrary, the Grantee shall not be required to provide prior notice of any rate change that is the result of a regulatory fee, franchise fee, or any other fee, tax, assessment, or charge of any kind imposed by any Federal agency, State or the City on the transaction between the Grantee and the Subscriber. (c) Billing. 14 '~'-'----~~ .-.- .._,-., '--"'-~ .~-_.~_.--,~._",.- ....-.,-.-.. - ......_,-,....... . '-"'",._.--~_. .__._'------_.-_...,-~-_.- TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT (i) Bills will be clear, concise and understandable. Bills must be fully itemized, with itemizations including, but not limited to, basic and premium service charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates and credits. (ii) In case of a billing dispute, the Grantee must respond to a written complaint from a Subscriber within thirty (30) days. (d) Refunds. Refund checks will be issued promptly, but no later than either - (i) The customer's next billing cycle following resolution of the request or thirty (30) days, whichever is earlier, or (ii) The return of the equipment supplied by the Grantee if service is terminated. (e) Credits. Credits for service will be issued no later than the customer's next billing cycle following the determination that a credit is warranted. B. In the event of a record of written complaints filed with the City indicating a clear failure on the part of the Grantee to comply with those standards set forth in this Section 2.1 0, the City may request that the Grantee report quarterly on its performance against those standards in this Section 2.10. If Grantee fails to meet all of the standards set forth in the Section 2.1 0 for three (3) consecutive quarters, the Grantee shall thereafter be subject to the Customer Service Standards set forth 15 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT in the Master Ordinance at Article 7 until such time as the Grantee has met the standards set forth in this Section 2.10 for three (3) consecutive quarters. At such time as Grantee is in compliance with this Section 2.10 for three (3) consecutive quarters, the Grantee shall thereafter be subject to the requirements of this Section 2.10, subject to the City's ongoing compliance rights. C. Grantee shall at all times comply with the Federal Communications Commission (FCC) Rules and Regulations, Part 76, Subpart K (Technical Standards), as may be amended from time to time, to the extent permitted by applicable law. Upon request, the Grantee shall furnish the City Manager a copy of its annual proof of performance filing with the FCC. If the FCC no longer establishes technical standards, this Franchise shall control and the then-current FCC standards shall, at a minimum, be made part of this Franchise and enforceable by the City. SECTION 30 GENERAL REOUlREMENTS 3.1 Annual Franchise Fee. A. As compensation for this Franchise and in consideration of permission to use the Right-of-Way of the City for the construction, operation, maintenance and reconstruction of the Cable System, and to defray the costs of Franchise obligations, Grantee shall pay to the City on an annual basis throughout the term ofthis Franchise, a sum totaling five percent (5%) of Grantee's Gross Revenues. B. Payments due the City under this Section shall be computed quarterly, for the preceding quarter of each year during the term of this Franchise. Each quarterly payment shall be due and payable no later than forty-five (45) days after the end of the preceding quarter. The City and Grantee shall discuss the feasibility of such 16 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT payments being made electronically to a financial institution designated by the City. Verification of any electronic payments shall be provided to the City Treasurer. Each payment shall be accompanied by a brief report showing the basis for the computation and other relevant facts and information, and a "Franchise Fee Payment Worksheet," attached as Exhibit A, which shall accurately reflect the sources of all Gross Revenues. C. No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim the City may have for further sums payable under the provisions of this Franchise. All amounts paid shall be subject to audit and re-computation by the City or its designee, at any time during any calendar year upon reasonable notice and specification of the documents requested to be reviewed. Grantor's right to audit, and Grantee's obligations to retain records related to the franchise fee audit, shall expire two (2) years from the date on which each Franchise Fee payment by the Grantee is due. 3.2 Liabilitv Insurance. A. Upon the effective date of this Franchise Agreement, the Grantee shall, at its sole expense, take out and maintain during the life of this Franchise commercial general liability insurance with a company licensed to do business in the State of Texas with a rating by Best of not less than "A-" that shall protect the Grantee, the City, and the City's officials, officers, and employees from claims which may arise from Grantee's operations under this Franchise, whether such operations are by the Grantee, its officers, directors, employees and agents, or any subcontractors 17 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT of Grantee. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from all Grantee operations, products, services or use of automobiles, or construction equipment. The amount of insurance for Single Limit Coverage applying to Bodily and Personal Injury and Property Damage shall be two million dollars ($2,000,000,00) Combined Single Limit Coverage, and evidence of excess coverage. The following endorsements shall attach to the liability policy: (I) The policy shall cover Personal Injury as well as Bodily Injury. (2) The policy shall cover blanket contractual liability subject to the standard universal exclusions of contractual liability included in the carrier's standard endorsement as to bodily injuries, personal injuries and property damage. (3) Broad Form property damage liability shall be afforded. (4) The City shall be named as an additional insured on the policy. (5) An endorsement shall be provided which states that the City is listed as an additional insured. (6) Standard form of cross-liability shall be afforded. (7) An endorsement stating that the policy shall not be cancelled, or materially modified so as to be out of compliance with the requirements of this section, or not renewed without thirty (30) days advance written notice of such event being given to the City Manager. 18 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT B. Grantee shall not permit any subcontractor to commence or continue work until both shall have obtained or caused to be obtained all insurance required under this Section. Said insurance shall be maintained in full force and effect until the completion of construction. Grantee shall obtain and maintain Workers' Compensation Insurance for all Grantee's employees, and in case any work is sublet, Grantee shall require any subcontractor similarly to provide Workers' Compensation Insurance for all subcontractor's employees, all in compliance with State laws, and to fully protect the City from any and all claims arising out of occurrences on the work. Grantee hereby indemnifies City for any damage resulting to it from failure of either Grantee or any subcontractor to take out and maintain such insurance. Grantee shall provide the City Manager with a certificate of insurance indicating Workers' Compensation coverage prior to commencing reconstruction of the system. C. The City reserves the right to adjust the limit coverage requirements on the basis of rate index tied to changes in the Consumer Price Index over the life of the Franchise. Insurance certificates and evidence of payment are subject to review and approval of the City for compliance with these requirements. D. Grantee shall submit to the City a certificate of insurance signed by the insurance agent and companies named. E. Any deductible or self-insured retention must be declared to City Manager. 3.3 Indemnification. A. Except as otherwise provided herein, Grantee shall indemnify, hold harmless, release and defend City, its officers, and employees from and against any and all 19 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT lawsuits, claims, actions, demands, damages, disability, losses, expenses including reasonable attorney's fees and other defense costs or liabilities of any nature that may be asserted by any Person or entity, including Grantee, from any cause whatsoever, arising out of or in any way connected with the activities of Grantee, its subcontractor, employees and agents hereunder. Grantee shall be solely responsible and save City harmless from all matters relative to payment of Grantee's employees including compliance with Social Security, withholdings, etc. B. This indemnification obligation is not limited in any way by a limitation of the amount or type of damages or compensation payable by or for Grantee under Workers' Compensation, disability or other employee benefit acts, acceptance of insurance certificates required under this Franchise, or the terms, applicability or limitations of any insurance held by Grantee. C. City does not, and shall not, waive any rights against Grantee which it may have by reason of this indemnification, because of the acceptance by City, or the deposit with City by Grantee, of any of the insurance policies described in this Franchise. D. This indemnification by Grantee shall apply to all damages and claims for damages of any kind suffered by reason of Grantee's actions, regardless of whether or not such insurance policies shall have been determined to be applicable to any such damages or claims for damages. 20 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT E. Grantee shall not be required to indemnify City for damages arising from the negligence or malfeasance of the City or its officials, boards, commISSIOns, agents, or employees. F. Grantee shall immediately notifY the City Risk Manager of any and all claims raised against the Grantee or Grantee and City jointly, and shall provide the City with a copy of the same. In order for the Grantor to assert its rights to be indemnified and held harmless, the Grantor must: (1) Promptly notifY Grantee of any claim or legal proceeding which gives rise to such right; (2) Afford Grantee the opportunity to participate in and fully control any compromise, settlement, resolution or disposition of such claim or proceeding; and (3) Fully cooperate In the defense of such claim and make available to Grantee all such information under its control relating thereto. G. If the City determines that it is necessary for it to employ separate counsel, the costs for such separate counsel shall be the responsibility of the City. H. Grantee shall indemnifY, defend and hold harmless the City, its officers, agents and employees against any and all claims or challenges brought against the City with respect to the validity of the terms and conditions of this Franchise renewal grant. I. The fact that Grantee carnes out any activities under this Franchise through independent contractors shall not constitute an avoidance of or defense to Grantee's duty of defense and indemnification under this section. 21 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 3.4 Securitv Fund A. Grantee shall deposit into a bank account established by the City and maintain on deposit through the term of this Franchise, the sum of one hundred thousand dollars ($100,000.00), or provide the City with performance bond in the same amount, as a security ("Security Fund") for the faithful performance by it of all the provisions of this Franchise, and compliance with all orders, permits and directions of the City, and the payment by Grantee of any claim, liens and taxes due the City which arise by reason of the construction, operation or maintenance of the Cable System. Interest accrued on this deposit, if any, shall remain with the deposit as additional security unless, after periodic review, the City determines, in its sole discretion, to rebate all or part of the accrued interest or to reduce the required amount of such Security Fund. Provision shall be made to permit the City to withdraw funds from such Security Fund as and to the extent permitted by this Franchise. Grantee shall not use such Security Fund for other purposes and shall not assign, pledge or otherwise use this Security Fund as security for any purpose, B. The Security Fund may be drawn on by City for those purposes specified in Section 3.6 hereof. Any such draw shall be conducted according to the procedures of Section 3.6, as the case may be, provided that Grantee has received written notice and thirty (30) days after receipt of notice to cure any material violations before any payment. C. Within thirty (30) days after notice to Grantee that any amount has been withdrawn by the Grantee from the Security Fund pursuant to Section 3.6, 22 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT Grantee shall deposit a sum of money sufficient to restore such Security Fund (or bond level) to its original amount. D. Nothing herein shall be deemed a waiver of the normal permit and bonding requirements made of all Persons working within the City's Rights-of-Way. E. Maintenance of the requisite Security Fund shall not in any way limit the liability of the Grantee for any failure to fully perform its obligations under this Franchise Agreement. 3.5 Procedure for Remedving Franchise Violations. A. Notwithstanding any provision in the Master Ordinance, if the City believes that the Grantee has failed to perform any obligation under the Master Ordinance or this Agreement, or has failed to perform in a timely manner the City shall first informally discuss the matter with the Grantee. If these discussions do not lead to resolution of the problem, the City shall then notify Grantee of the violation in writing by personal delivery or registered or certified mail, stating with reasonable specificity the nature of the alleged violation, and demand correction within a reasonable time, which shall not be less than twenty (20) days in the case of the failure of the Grantee to pay any sum or other amount due the City under this Franchise or the Master Ordinance, and thirty (30) days in all other cases. If Grantee fails to correct the violation within the time prescribed, or if Grantee is unable to correct the violation or fails to commence corrective action within the time prescribed and to diligently remedy such violation thereafter, the Grantee shall then be given a written notice of not less than twenty (20) days of a public 23 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT hearing to be held before the City Council. Said notice shall specify the time, and place of such hearing, and shall specify the violations alleged to have occurred. B. At the public hearing, the Council shall provide Grantee due process. The Council shall hear and consider all relevant evidence and thereafter render written findings offact and a decision based upon the evidence. C. In the event the Council finds that Grantee has corrected the violation or has diligently commenced correction of such violation after notice thereof from City and is diligently proceeding to fully remedy such violation, or that no material violation has occurred, the proceedings shall terminate and no penalty or other sanction shall be imposed. D. In determining whether a violation is material City shall take into consideration the reliability of the evidence of the violation, the nature of the violation and the damage, if any, caused to the City or the City's residents thereby, whether the violation was chronic, any justifying or mitigating circumstances, and such other matters as the City may deem appropriate. E. In the event the Council finds that a material violation exists and that Grantee has not corrected the same in a satisfactory manner or has not diligently commenced correction of such violation, the Council may impose liquidated damages, payable from the Security Fund, of up to five hundred ($500.00) per day or per incident, for major construction or safety violations or unexcused violations of the System construction schedule provided in Section 4.1 herein, and up to three hundred dollars ($300) per day or per incident for all other violations where a remedy is 24 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT not otherwise specified. Grantee may appeal any such damages before a court of competent jurisdiction. F. If Grantor elects to assess liquidated damages, then such election shall constitute Grantor's exclusive remedy for a period of sixty (60) days. Thereafter, if the Grantee remains in non-compliance, the Grantor may pursue any other available remedy. G. Repeated violations, whether remedied or not, may result in special notice by the City outlining further remediation requirements, including Franchise revocation action pursuant to the procedures set forth below. 3,6 Revocation. Any revocation proceedings shall be conducted as set forth herein. A. In addition to any rights in this Franchise Agreement, Grantor reserves the right to revoke the Franchise, and all rights and privileges pertaining thereto in the event that the Grantee: (1) Substantially violates a material provision of the Franchise Agreement; (2) Attempts to evade any material provision of this Franchise Agreement, or to practice fraud or deceit upon the City or Subscribers; or (3) Becomes insolvent, unable or unwilling to pay its debts, or is adjudged bankrupt. B. Should the Grantor seek to revoke the Agreement after following the procedures set forth above in Subsection 3.6, Grantor shall first notifY the Grantee in writing of its basis for believing grounds for revocation exist. Such notice shall indicate with reasonable specificity the grounds for revocation that are believed to exist so that the Grantee may have a reasonable opportunity to cure or otherwise address 25 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT the grounds. If the Grantee fails to adequately cure or address the purported grounds for revocation within thirty (30) days of such notice, then the Grantor may, upon thirty (30) days written notice to the Grantee, commence a public administrative hearing to determine whether there exists ground for revocation. C. The administrative hearing shall be conducted so as to protect the full due process rights of the parties and provide for, at a minimum, the right to be represented by counsel, the right to introduce relevant evidence, the right to require the production of evidence, the right to call and cross examine witnesses, and the right to have the matter heard before a mutually agreed upon third party hearing officer. A complete transcript shall be made of such hearing. D. After the close of the hearing, the party who conducted the hearing, (the Grantor or the designated hearing officer) shall issue a written decision based on the record of the proceedings, stating with specificity the findings and reasons supporting the decision, and shall transmit a copy of the decision to the Grantee and the Grantor. If the decision is rendered by a third party hearing officer, Grantor may accept, reject, or modify the decision of the hearing officer and shall issue a written statement setting forth its decision to accept, reject, or modify the decision, and the reasons therefore. E. Grantee shall have a period of sixty (60) days subsequent to the date of the final decision by the City within which to file an appeal with a court of competent jurisdiction. F. During the appeal period, the Franchise shall remain in full force and effect. 26 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 3.7 Compliance with Applicable Laws and Ordinances. A. Grantee shall conform to all generally applicable laws, rules and regulations of the United States and the State of Texas in the construction and operation of its Cable System and all generally applicable rules and regulations ofthe FCC. B. Grantee shall not refuse to hire or employ nor bar nor discharge from employment nor discriminate against any person in compensation or terms, conditions or. privileges of employment because of age, race, creed, color, national origin or sex. C. Any right, power, protection, privilege or immunity which is provided, granted or imposed on Grantee under or by virtue of the Cable Act, as may be amended or interpreted from time to time after the date hereof, shall remain inviolate and shall be available to Grantee notwithstanding any contrary provision of this Franchise, and the acceptance of the terms and conditions of the Master Ordinance and this Franchise Agreement shall not be construed as a waiver or release by Grantee or City of any right, power, protection, privilege, immunity or obligation under the Cable Act, the laws or Constitution of the United States or the laws and Constitution of the State of Texas. SECTION 4. SYSTEM CAPABILITIES 4.1 Svstem Capabilities Grantee shall complete construction and activate its upgraded and rebuilt Cable System within the thirty-six (36) months of the Effective Date of this Agreement, which shall, at a minimum, provide the capabilities of a 750 MHz hybrid fiber optic-coaxial system architecture to all residential areas of the City having a density of thirty (30) homes per cable mile. 27 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 4.2 Required Extensions of the Cable Svstem. A. Whenever the Grantee receives a request for Cable Service from a Subscriber in a contiguous area unserved by the Grantee where there are at least thirty (30) residences within one cable mile from the nearest usable portion of the Grantee's trunk or distribution cable which is to be extended, it shall extend its Cable System to such Subscribers at no cost to said Subscribers for the Cable System extension, other than the published Standard/non-Standard Installation fees charged to all Subscribers. Notwithstanding the foregoing, the Grantee shall have the right, but not the obligation, to extend the Cable System, into any annexed area which is not contiguous to the present service area of the Grantee, or into any area in which Grantee determines it to be financially or technically feasible to serve. B. No Subscriber shall be refused service arbitrarily. However, if an area does not meet the density requirements of subsection 4.2 A above, the Grantee shall only be required to extend the Cable System to Subscriber(s) in that area if the Subscriber(s) are willing to share the capital costs of extending the Cable System. Specifically, the Grantee shall contribute a capital amount equal to the construction cost per mile, multiplied by a fraction whose numerator equals the actual number of residences per cable mile from the nearest usable point in the Grantee's trunk or distribution cable, and whose denominator equals 30. Subscribers who request service hereunder shall bear the remaining cost to extend the Cable System on a pro rata basis, The Grantee may require that payment of the capital contribution in aid of construction borne by such potential Subscribers 28 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT be paid in advance. Subscribers shall also be responsible for any Standard/non- Standard Installation charges to extend the Cable System from the tap to the residence, 4.3 Periodic Evaluation. Review and Modification. Grantor and Grantee acknowledge and agree that the field of cable service is a relatively new and rapidly changing one that may experience many regulatory, technical, financial, marketing and legal changes during the term of this Franchise Agreement. Therefore, to provide for the maximum degree of flexibility in this Franchise Agreement, and to help achieve a continued, advanced and modem Cable System, the following evaluation and review provisions will apply: A. The City may request evaluation and review sessions at any time after two (2) years from the Effective Date and each four (4) years thereafter during the term of this Agreement and Grantee shall cooperate in such review and evaluation; provided, however, that there shall not be more than one (I) evaluation and review session during any calendar year. B. Topics which may be discussed at any evaluation and review session include, but are not limited to, rates, channel capacity, System performance, programming, Cable Internet Service access, PEG access, local office, technology, trends in industry, changes in the multichannel video business, municipal uses of cable, Subscriber complaints, judicial rulings, FCC rulings and any other relevant topics that may arise, 29 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT C. During an evaluation and review session, Grantee shall fully cooperate with the City and shall provide without cost such reasonable information and documents as the City may reasonably request to perform the evaluation and review. D. If at any time during the evaluation and review, the City reasonably believes there is evidence of inadequate technical performance of the Cable System, the City may require Grantee, at Grantee's expense, to perform appropriate tests and analyses directed toward such suspected technical inadequacies. In making such request, the City shall describe and identify as specifically as possible the nature of the problem. Grantee shall cooperate fully with the City in performing such tests and shall report to the City the results of the tests, which shall include at least: (I) A description of the problem in System performance which precipitated the special tests; (2) The System component tested; (3) The equipment used and procedures employed in testing; (4) The method, if any, by which the System performance problem was resolved; (5) If the Grantees actions fail to properly identify and resolve the problem the Grantor shall have the right to request alternative tests; and (6) Any other information pertinent to said tests and analyses. E. As a result of an evaluation and review session, Grantee and the City shall, in good faith, review the terms of any proposed change and any proposed 30 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT amendment to this Franchise Agreement and seek to reach agreement on such change or amendment. F. The City and Grantee shall act in good faith during such negotiations and shall be obligated to agree to the reasonable requests of the other party for changes in the System or amendment to the Franchise Agreement when the change or amendment: is not inconsistent with the other terms of the Franchise Agreement or with applicable law or regulations, and; is technically feasible and economically reasonable, and; will not result in a material alteration of the rights and duties of the parties under the Franchise Agreement. 4.4 Emergencv Alert Capabilitv. Grantee shall at all times comply with the FCC's Emergency Alert System rules and regulations. In the event the FCC rules are repealed then the Grantee shall, within 90 days of a request from the City, provide the City with the capability to override the audio on all channels for the purpose of cablecasting emergency announcements. 4.5 Closed Captioning and Descriptive Audio Service. Grantee will make audio descriptive service and closed captioning capabilities available to the extent required by state and federal law . 4.6 Parental Control Lock. Upon the request of a Subscriber, Grantee shall provide Subscribers a device by which the Subscriber can prohibit viewing of a particular cable service during periods selected by that Subscriber. Such device shall be provided for sale or lease at a reasonable charge unless otherwise required under applicable federal law. The Grantee may in all instances impose a reasonable security deposit requirement for the use of such devices. 31 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT 4.7 HDTV/ATV Conversion. Conversion to High Definition Television/Advanced Television (HDTC/ATV) formats shall occur in accordance with applicable law. 4.8 Right ofInspection. Subject to protection of Subscriber privacy, City shall have the right to inspect all construction, reconstruction or installation work performed by Grantee under the provisions of the Franchise and its general police powers, to ensure Grantee's compliance with the Franchise and to protect the public health, safety and welfare of City's citizens. Except in emergency situations, City shall provide Grantee with reasonable advance notice and Grantee shall have the right to be present at such inspection. SECTION S. SERVICES AND PROGRAMMING 5.1 Programming. A. Broad Programming Categories. Grantee shall provide or enable the provision of at least the following Initial broad categories of Programming, unless otherwise required by state or federal law: (I) Educational programming; (2) News & information; (3) Sports; (4) General entertainment (including movies); (5) Children/family-oriented; (6) Arts; culture and performing arts; (7) Spanish Language; (8) Science/documentary; 32 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT (9) Weather information; (10) Government affairs; and (II) BusinessIFinancial Programming. B. Deletion or Reduction of Programming Categories. (I) Grantee shall not delete or change the miX, level, or quality of programming and services, or so limit as to effectively delete any broad category of Programming identified in Section 5.I.A and within its control without complying with the modification procedures required under federal law, including notice requirements. (2) Any modification proceeding shall be in accordance with applicable law. 5.2 Leased Commercial Access. Grantee shall make available to the public in a manner consistent with 47 U.S.C. g532 and associated FCC Rules and Regulations, a Channel or portion of a Channel of the Cable System for commercial use by Persons other than Grantee, for a fee or charge 5.3 Annual Reports. This Section shall supercede the applicable Annual Report requirement of the Master Ordinance. A. Upon request, Grantee shall make available to Grantor, at the end of each calendar year during the term of a Franchise Agreement, the following: (I) A revenue statement certified by a representative of the Grantee showing, in accordance with a Franchise Agreement, the Gross Revenues of the Grantee for the preceding fiscal year; 33 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT (2) A current list of names and addresses of each officer and director and other management personnel of the Grantee; (3) A copy of all documents that relate to the Grantee's System that were filed with any federal, State, or local agencies during the preceding fiscal year and that were not previously filed with Grantor; (4) A statement of the Grantee's current billing practices and charges; (5) A copy of the Grantee's current Subscriber Service contract; and (6) A copy of Annual Reports to stockholders, if any, for operating company and parent company. B. All of the above information shall not be required annually unless there is a change after the first filing. SECTION 6. SUPPORT FOR LOCAL CABLE RELATED NEEDS 6.1 Institutional Network. A. Grantee shall provide two (2) strands of dark fiber between those sites listed on Exhibit "B" and the nearest existing City fiber cable route (the "I-Net") within t'lieHty fear (2~) HieHtlls eft-he EffeetiY8 Date twelve (12) months of the Effective Date. All splicing (at both those sites listed on Exhibit "B" and at the nearest existing City fiber cable) shall be the responsibility of the City. Grantee shall provide up to two (2) strands of dark fiber to other sites upon the City's request and at the City's cost for time and material, including overhead, up to a total of twenty (20) strand miles. Under this provision. Grantee will extend bevond its existing fiber to the extent additional sites mav be crucial to Citv. 34 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT B. Grantee shall maintain the continuity of the I-Net fiber up to the demarcation point at each site. The demarcation point shall be defined as the "pigtail" point (consisting of a loop of fiber not to exceed one hundred fifty (150) feet) of the Grantee's fiber strands at each of the points described more fully at (A) above. There will be one (I) demarcation point at each of the sites listed in Exhibit "B" and a corresponding demarcation point at the nearest existing City fiber. C. The City shall be responsible for any and all connections between the demarcation point and the City locations and for providing any and all equipment necessary to light or to otherwise use the I-Net. D. Any and all customer premise equipment shall be the sole responsibility of the City. Grantee shall have no obligation with respect to any customer premise equipment. E. The I-Net shall be operated and utilized by the City as a closed-circuit system. The I-Net shall not be used to transmit or receive any communication (in whatever form, whether video, audio, data, voice or otherwise) destined to or originating from any other network, switched or otherwise, including without limitation the facilities of any local or long-distance telephone company except on terms and conditions acceptable to the City and Grantee. In the event the City does use the I-Net to transmit or receive any communication destined to or originating from any other network (switched or otherwise) without the express, written agreement of the Grantee, then the Grantee may pursue any and all remedies available to the Grantee under applicable law including, but not limited to, terminating the I-Net or imposing a usage fee pursuant to paragraph "J" below. 35 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT to, terminating the I-Net or imposing a usage fee pursuant to paragraph "K" below. F. The City and the Grantee recognize and understand that the lighting of the dark fiber and the subsequent use of the I-Net may subject the Grantee to increased fees or taxes including, but not necessarily limited to, pole attachment fees. The City shall indemnify and reimburse the Grantee for any increased fees or taxes incurred by the Grantee due to or arising out of the City's use of the I-Net. G. The City shall indemnify, defend and hold the Grantee harmless for any action arising out of or due to the City's use of the I-Net. H. Because Grantee owns the I-NET between demarcation points, the City shall not convey, lease, assign, sublet, sell or dispose of the I-Net or related capacity, in whole or in part, in any way to any Person. The I-Net and related capacity is for the City's exclusive, non-commercial governmental use for the duration of the Franchise. I Except as provided in paragraph "E" above, the City shall not be subject to a usage fee of the I-Net, so long as any other franchised cable operator is meeting its I-Net requirements, as those requirements existed as of the date of the Franchise. In the event any other franchised cable operator is not meeting its 1- Net obligations, the Grantee may, following sixty (60) days notice to the City of such failure and the City's failure to rectify the disparity, impose a usage fee pursuant to paragraph "J" below. J. In the event a usage fee is imposed hereunder the usage fee shall be paid for the usage of the I-Net capacity and maintenance of outside plant. The usage fee will 36 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT be equal to the average rate charged by at least three (3) land-line providers in the City for equivalent capacities of bandwidth being provided on the I-Net (the "Average Rate"). If there are only two (2) providers in the City, the usage fee will be an amount equal to the Average Rate offered for identical services by the two (2) providers. If there is only one provider in the City, the usage fee will be an amount equal to the rate for identical services offered on a non-discriminatory basis by the provider. The usage fee will be adjusted annually to reflect changes in the City. The usage fee shall never be less than Grantee's cost. K. To the extent that the Grantee offers its own cable modem service, the Grantee shall make such service available to any City owned facility, otherwise receiving Cable Service from the Grantee, at a rate equal to twenty percent (20%) off the applicable commercial rate card rate charged by Grantee. The City's use of the service shall be subject to the same terms, conditions and limitations placed on all commercial customers. 6.2 Public. Educational and Governmental Access. A. Access Channels. Grantee shall offer the following channels to each of its Subscribers as part of the Basic Service. (I) Public Access - Two (2) specifically designated Channels for non-commercial public access use. (2) Local Educational Access - One (1) specifically designated Channel for non-commercial local educational access use by City-designated users. (3) Government Access - One (I) specifically designated Channel for non- commercial use by the City. 37 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT B. Additional Access Channels. Upon demonstration that an Access Channel is in use with locally produced audio-video programming (not character-generated programming) during the weekdays (Monday-Friday), for seventy-five percent (75%) of the time, twenty-four (24) hours per day for twelve (12) consecutive weeks, and there is a request or demand for use of an additional Channel for the same purposes, Grantee shall, upon receipt of written request from the City, have six (6) months in which to provide an additional Access Channel dedicated for the same purpose, provided that the provision of such additional Channel(s) shall not require the Grantee to install Converters. In calculating use of the Public, Educational and Governmental programming: 1. Character generated programming shall not be included. 2. For Public and Educational Access programming purposes repeat programming shall not be counted. 3. For Government Access programming purposes, repeat programming shall be counted only in the first week of the original cablecast for weekly programming up to a maximum of three (3) airings; and only in the first month of the original cablecast for monthly programming up to a maximum offour (4) airings. 4. For Public, Educational and Government Access programming purposes, only Locally Produced Programming shall be counted. }Jet\\>itkstanEiiRg an.-ytkiRg te tke 6E1Rtrary, HEl\v0T.'er, BEl mere t.Ran t..VO (2) 6aarJlels shall ee }Rase 8.Yailal31e fef Pablie ~'\eeess ana Be mere than a t0t8.1 sf sin (8) e:kar...nels skalll3e maae aT:ailal31e fur PEG ~'\.66ess e0J:Rsiaes. Under the above 38 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT conditions. the number of channels available for Public Access can be increased from two channels to three channels. and UP to three channels can be made available for Educational and Government Access combined; provided that. in no event can more than a total of six channels be made available for all PEG Access combined. C. Unused Channels. If demand for use of the PEG Access Channels does not warrant activation or continuation of all such Channels, Public and Educational Access programming may, upon the written approval of the City, be combined on one or more Channels. D. Non-Commercial Programming. The Public Access channels provided under this Section 6.2 shall be used exclusively for Locally Produced Programming and no PEG Access Channel shall contain any Commercial Programming. E. Transition. For ninety (90) days following the Effective Date (the "Transition Period"), the Grantee shall continue to provide scheduling and playback for the Public and Government Access Channels. In addition, during this Transition Period the Grantee shall also provide a playback schedule and duplicate of tapes for playback of Public Access programming for use by other franchised cable operators in the City. The City shall reiHiBHfse pavor cause the other cable operators to pav Grantee bv the fifteenth of each month one thousand dollars ($1,000.00) per month for each franchised cable operator (other than the Grantee) for the services provided by the Grantee during this Transition Period. After the ninety (90) day Transition Period, Grantee shall be relieved of any and all responsibility for the operation of the Public and Government Access Channels, 39 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT other than the playback of tapes submitted to the Grantee, consistent with the Rules and Procedures for Public Access Cablecasting set forth in Exhibit "A" of the Master Ordinance. Notwithstanding anything to the contrary, the Grantee shall be relieved of any and all responsibilities for Public and Government Access, including playback services, in the event any other franchised cable operator is not cablecasting all PEG access programming within thiFtj" (39) one hundred and twenty (120) days of the Effective Date. However. Grantee shall continue to meet its responsibilities for Public and Government Access in the event Citv has initiated and is activelv pursuing default and revocation proceedings against other franchised cable operators. G. Capital Support for GOyeffiHi8flt Access. Upon the Effective Date, the Grantee shall make a one-time grant in the amount of two hundred thousand dollars ($200,000.00) for Government Access equipment and facilities (not for operating expenses or support). OR er llefere the seyenth ar.ni,,'ersary of the Effeeiive Date, the GF!lntee shall make a olle time gFllflt effifty thetlsana 8ellElfs ($59,990.90) for the same llliFfleses. Grantee shall pav to Citv fifteen (15) pavments of three thousand five hundred dollars ($3.500.00) at the beginning of each vear during the term of this Franchise beginning in vear one (1) for additional Public Access equipment and facilities. The City shall provide Grantee with documentation that the monies so granted have been used for their designated purpose or are being held in reserve. The Grantee shall be entitled to a credit on a future franchise fee payment in the event the City expends the funds granted for uses or purposes not related to Ge\"8f1lIBeat Access equipment or facilities. 40 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT H. Donation of Equipment. Grantee shall donate to the Citv certain editing and production equipment utilized bv it in a studio facilitv at the time of renewal of its franchise and this Franchise Agreement. Grantee and Citv acknowledge that a list has been provided bv Grantee to the Citv which includes all of the equipment items. the age of the equipment. and its replacement cost. The donation will be without charge to the Citv and Citv and Grantee will work together to accomplish the transfer of all of such equipment to the Citv. I. Access Channel Designations. The location of the PEG Access Channels shall not be changed without sixty (60) days notice to the City. J. Ad Avail Grants. Grantee shall provide the City with up to one thousand two hundred (1,200) ad avail spots each year at the Grantee's lowest unit cost for run of schedule placement. The ad avails will be on a "run of schedule" basis and shall appear on Channels used by Grantee for local advertising. Grantee reserves the right to reject advertising consistent with its existing advertising standards. K. Technical Oualitv. Grantee shall insure that all PEG Access channels meet the technical standards of the FCC; provided, however, the Grantee shall not be responsible for defects, flaws or other impairments in the programming delivered to the Grantee. 6.3 Drops to Public Buildings. Grantee shall provide installation of one (1) cable Drop, and one (I) outlet, provide monthly Basic Cable Service, without charge, to administrative buildings owned and occupied by the City, and K-12 state accredited schools, with the drop length not to exceed one hundred and fifty (150) feet. For all other locations where the drop length 41 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT exceeds one hundred fifty (150) feet, the requesting entity shall pay the additional incremental costs of time and material for such drop beyond the cost of a one hundred and fifty (150) feet drop. At such a public institution's request, the institution may add outlets at its own expense, as long as such installation meets the Grantee's standards. Notwithstanding anything to the contrary, Grantee shall, upon written request of the City, provide one (1) free drop to the Airport Facility and one (1) free drop to the Administrative Office at the Marina, and provide Basic Cable Service without charge. 6.4 Use of Grantee's Facilities. Subject to any applicable state or federal regulations, the City shall have the right to install and maintain, upon the poles and within the underground pipes and conduits of Grantee, any wires and fixtures desired by the City for municipal purposes. Provided, however, that (a) such use by Grantor does not unreasonably interfere with the current or future use by Grantee; (b) such use by Grantor is restricted to non-commercial municipal purposes; and (c) Grantor takes reasonable precautions to prevent any use of Grantee's facilities in any manner that results in an inappropriate use thereof, or any loss or damage to the Cable System; and (d) the Grantor and Grantee agree upon the terms and conditions, including reasonable compensation for such use. For the purposes of this subsection, "municipal purposes" includes, but is not limited to, the use of the structures and installations for Grantor fire, police, traffic, water, telephone, and/or signal systems, but not for Cable System purposes in competition with Grantee. Grantee shall not deduct the value of such use of its Facilities from its Franchise Fee and/or other fees payable to Grantor. 42 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT SECTION 7. REGULATION 7.1 Franchise Regulation. Except as otherwise provided in this Franchise Agreement, the Franchise renewed herein shall be subject to regulation by City in accordance with all of the lawful provisions of the Master Ordinance. 7.2 Force Majeure. In accordance with the Master Ordinance, in the event Grantee's performance of any of the terms, conditions, obligations or requirements of this Franchise Agreement or Master Ordinance is prevented or impaired due to any cause beyond its reasonable control or not reasonably foreseeable, such inability to perform shall be deemed to be excused and no penalties or sanctions shall be imposed as a result thereof. Such causes beyond Grantee's reasonable control or not reasonably foreseeable shall include, but shall not be limited to, acts of God, civil emergencies and labor unrest or strikes, untimely delivery of equipment, inability of Grantee to obtain, without cost, access to an individual's property, and inability of Grantee to secure all necessary permits to utilize utility poles and conduit so long as Grantee made all reasonable efforts to ensure that required equipment, parts, components, personnel and proprietary activity was ordered, hired, paid for, scheduled, checked, approved and/or facilitated. 7.3 Severabilitv. If any material Section of this Franchise Agreement is held by a governmental authority of competent jurisdiction, to be invalid or unlawful as conflicting with applicable laws now or hereafter in effect, or is held by a court or competent governmental authority to be modified in any way in order to conform to the requirements of any such applicable laws, 43 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT such provision shall be considered a separate, distinct, and independent part of this Ordinance, and, to the extent possible, such holding shall not affect the validity and enforceability of all other provisions hereof. 7.4 Amendments. This Franchise Agreement may be amended only by the mutual consent of the City and Grantee. Any amendment must be in writing and executed by the City and Grantee. IN WITNESS WHEREOF, City and Grantee have executed this Franchise the date and year first above written. CITY OF CORPUS CHRISTI, TEXAS By: Date: ATTEST: Armando Chapa, City Secretary (SEAL) TEXAS CABLE PARTNERS, L.P. By: (Corporate Seal) STATE OF TEXAS Date: ) 44 TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT COUNTY OF NUECES ) ss. ) The foregoing instrument was acknowledged before me on , 2002, by , the of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public, State of Texas STATE OF TEXAS COUNTY OF ) ) ss. ) The foregoing instrument was acknowledged before me on , 2002, by , the of Texas Cable Partners, L.P., a Texas limited partnership, on behalf of said partnership. Notary Public, State of Texas 45 ~ " 0; f- " "0 f- u: ~ "" u: ~ "" u: ~ "" :if- ~ f-o " . ~ .0 u: u: s ~ ~ . a "" "" . '" en gj -< f-o 0 - -< t:Q - ...:l ::r: ~ :x: :if- '" ~ '" Z ~ u: u: gj ~ = ~ ~ .. = 00( "" "" '" r/1 - ::r: u ~ '" :if- r/1 ~ ~ '" ... u: u: ~ -; ~ ~ ., "" "" -< 10-. '" c~~:::E~i3~~:g "'" C "'- = ~ ~ E . " . 01)-0 = ~ "0 ...:l .9.- u....~ 11).2 <l) 0 0.- . on :~:a e .... l::'- .- (..L, > lJ,. <l) ._ 0 > 0 = f- t:Q 1$ f- 0 @ u ~<l)~ c3~~g[;5 " on U ~ 0 0.." u " on -< t1~Ul :E~j~ o::.s &: '" = '" 00( ~ .~ .... '" " .. ~ " u c'- .... (), u ~"€ Li " "- 'j; - [Q ~ [;5 ~ .~ 00( '" > e " 1J:lQ... Q:;Q..:::E u " " f- ~ " r/1 '" olI ~ .... '" > ~ ...r; 0 0 en :z ~ ~ .:; ~ ~~~ f- == en :i 00( u 00( Q U J: 0 "Ii ~ ;z ;z f- = ~ u 0 e- f-o ~ > f- 0 r.:> CI u '" '-0 '<t TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT EXHIBIT B I-NET SITES Franchise Renewal - 30 Fiber Locations Sites 1 1. City Hall 2 3. Airport 3 6. Northwest Branch Library 4 9. Vector Control 5 11. Fire Station #3 6 12. Fire Station #10 7 13. Del Mar West 8 17. Police & Municipal Court 9 18. Ovean Williams Sr. Center 10 19. Morgan/Elizabeth 11 20. Staples/Carmel 12 21. Convention Center 13 23. Del Mar East Computer Room 14 24. Gas Department 15 25. Fire Station #6 16 26. Fire Station #8 17 27. Service Center 18 28. Flour Bluff Clinic 19 29. Williams Drive Clinic 20 30. WN Treatment Plant 21 32. Fire Station #14 22 33. Fire Station #11 23 35. Fire Station Rodd Field Road 24 36. Yorktown/Stapies 25 37. Natatorium Kostoryz/Saratoga 26 38. Oso Golf Course 27 39. Glen OkalWaldron 28 40. Cedar Pass/Everhart 29 41. Alameda/Ocean 30 43. Holly/Everhart Demarcation Point #1 1201 Leopard Hwy 44 3202 McKenzie 3041 Morgan 1401 Morgan 1550 Horne Rd 4101 Old Brownsville Rd 321 John Sartain 1414 Martin Luther King Morgan/Elizabeth 1025 Carmel Pkwy 1901 N. Shoreiine Baldwin/Ayers 4225 S. Port 6713 Weber 4639 Kostoryz 2525 Hygeia 1456 Waldron Rd 5805 Williams Dr 201 Jester 5901 S. Staples 910 Airline 2300 Rodd Field Rd Yorktown/So Staples 3202 Cabiness Pkwy 5601 S Aiameda Glen OaklWaldron Rd Cedar Pass/Everhar Rd Alameda/Ocean Dr Holly/Everhart 47 CorrespondinQ Demarcation Point City Hall To Convention Center City Hall To Dei Mar West City Hall To Del Mar West City Hall To Del Mar West City Hall To Del Mar West City Hall To Del Mar West City Hall To Del Mar West City Hall To Del Mar West City Hall To Convention Center City Hall To Del Mar West Service Center to Staples and Camel City Hall To Convention Center City Hall To Del Mar East Service Center to Staple and Kostoryz Service Center to Everhart Service Center to Staple and Kostoryz Service Center to Staple and Kostoryz Service Center to Staples and Saratoga Oso Golf to Airline to Holly Service Center to Staples and Saratoga Service Center to Staples and Saratoga Oso Golf to Airline to Holly Service Center to Rodd Field Rd & Holly Service Center to Everhart Service Center to Stapie and Kostoryz Oso Golf to Airline to Holly Service Center to Staples and Saratoga Service Center to Everhart Oso Golf to Airline to Holly Service Center to Everhart TEXAS CABLE PARTNERS FRANCHISE RENEWAL AGREEMENT Nearest Existing City Fiber refers to one of the major fiber runs described below: City Fiber Reference (1) City Hall To Convention Center (2) City Hall To Del Mar West (3) City Hall To Del Mar East (4) Service Center to Staple and Kostoryz (5) Service Center to Everhart (6) Service Center to Staples and Saratoga (7) Service Center to Staples and Camel Service Center to Rodd Field Road and (8) Holly (9) Oso Golf to Airline to Holly 48 Description Lipan to Mesquite down Chapparral to Convention Center Lipan to Alameda to Morgan to Airport down Old Brownsville Road to Campus Lipan to Alameda to Morgan to 10th Street down Ayers to Campus East on Holly to Kostoryz north to Staples and Traffic Signal Box East on Holly to Everhart and north to Coravo East on Holly to Staples and south to Saratoga East on Holly to Staples and North to Camel East on Holly to Rodd Field Road East on Holly to Airline to Oso Golf Course Studio Item Qty Cost Total Age Audio 1 $800.00 $800.00 6 years Cameras w/CCU and Cable 3 $18,000.00 $54,000.00 8 years Cassette 1 $400.00 $400.00 12 years CD Player 1 $400.00 $400.00 4 years Editor Controller 1 $10,000.00 $10.000.00 7 years Graphic Generator 1 $3,000.00 $3,000.00 6 years InterCom System (4 headsets) 1 $4,500.00 $4,500.00 5 years Monitors (quads b&w) 2 $800.00 $1,600.00 10 years Monitors (14" Color) 2 $2,500.00 $5,000.00 6 yers Monitors (9" Color) 2 $450.00 $900.00 5 years 1/2 vhs Player 1 $2.000.00 $2,000.00 8 years 3/4 player 1 $4,500.00 $4,500.00 7 years 3/4 Editor (Recorder) 1 $5,000.00 $5,000.00 4 years TBC 3 $1,300.00 $3,900.00 12 years Sync Generator 1 $3,000.00 $3.000.00 4 years Misc. (microphones, stand.cable 1 $3,000.00 $3,000.00 6 years Racks w/console 5 $825.00 $4.125.00 12 years Kilgel "Scoops" (1000 watts) . 4 $300.00 $1.200.00 15 years Kilgel "Fernels" (750 watts) . 3 $250.00 $750.00 15 years Backlights (650 watts) . 3 $150.00 $450.00 15 years Studio Sub-Total $108,525.00 Editing Room Item Qty Cost Total Age Editing controller 1 $1.500.00 $1,500.00 8 years Character Generator 1 $8.000.00 $8.000.00 11 years Character Generator Encoder 1 $2.000.00 $2.000.00 11 years 13" color monitor 1 $880.00 $880.00 5 years 9" BIW monitor 2 $250.00 $500.00 8 years 1/2" player 1 $2,500.00 $2,500.00 8 years SVHS 1/2" Editor 1 $5,000.00 $5,000.00 3 years AudioNideo Mixer 1 $5.000.00 $5,000.00 8 years Audio Cassette Player/Recorder 1 $200.00 $200.00 7 years 3/4" VCR 1 $5.000.00 $5.000.00 8 years CD Player 1 $200.00 $200.00 8 years Racks w/console 2 $825.00 $1,650.00 8 years Editing Room Sub-Total $32,430.00 Equipment Check-Out Item Qty Cost Total Age VHS Camcorder 3 $600.00 $1,800.00 4 years Tripods 3 $400.00 $1,200.00 8 years Hand microphones 3 $90.00 $270.00 8 years Lapel microphones 3 $230.00 $690.00 8 years 3 light kit 3 $780.00 $2,340.00 8 years Mic stands w/boom arm 3 $150.00 $450.00 8 years Assorted cables, plugs, accessories 1 $200.00 $200.00 N/A Total $525.00 $7,475.00 $148,430.00 I Microphone mixer 1 $525.00 Check Out Sub-Total . Lights are not self-supporting and require commercial electrical powering. ,.",,' ". ~ ....., ~ \ ~ ' ._' (,,-.~;;\,:,~\\ \1,.... . ,~' f' ...:.':\"- 0"~' \.. \'J .\,. n' , ,> 1',..,.,1"'\. -',.' ,n ,1'.... ..., ~,' \,~~, ~. State of Texlis ~ -" } County of Nueces } ss: PUBLISHER'S AFFIDAVIT CITY OF CORPUS CHRISTI Ad # 4204523 PO # Before me. the undersigned, a Notary Public, this day personally came Diana Hinojosa. who being first duly swom. according to law, says that she is Credit Supervisor of the Corpus Christi Caller-Times, a daily newspaper published at Corpus Christi in said City and State, generally circulated in Aransas, Bee, Brooks, Duval, Jim Hogg, Jim Wells, Kames. Kenedy. Kleberg, Live Oak, Nueces, Refugio, San Patricio, Victoria and Webb Counties, and that the publication of. NOTICE OF PASSAGE OF ORDINANCE ON which the annexed is a tme copy, was inserted in the Corpus Christi Caller-Times and on the World Wide Web on the Caller-Times Interactive on the 26TH day(s} of MAY. 2002. ovrl. No. Q:<-4qg~ (!~k~ ~ 5~;Z(-Ol; $131.03 ~YLl -- 0 ~M-OiJ .6L'Q./LCL (fj Uu~.s~ Credit Supervisor 1WO (2 } Time(s} Subscribed and swom to me on the date of MAY 27, 2002. G?024 'fY/1lf2Lil ~ Notary Public, Nueces County, Texas ROSA MARlA FLORES Print or Type Name of Notary Public My commission expires on 04/23/05. FIICo~ Christi Caller-Tomes, Sunday, May 26,_ 2002 ! NOTICE OF PASSAGE OF ORDINANCE ON . FIRST READING On . May 21. 2002. the. City /' Council of the City of , Corpus Christi, Texas I' appro_ved on - first reading _ an ordinance granting a _flftee~r I franchise to Texas I Cable Partr\erS loe (Time Warner) pursuant 10 Article lX Section 1 of the atY Charter. The_ IoforthepuIP<!MoI providing cable television system - and faclltties within the CIty Quarterly paymentS shall be made to the City for the use of public streets BAd ways which shall be equal to 5% of the gross' revenues. The franchises also provide for customer servict standards j ndamnlflcation' I in,uranc., security fund, s'ystem capabilities performance review: broad programmlna., categones, U.. of facilities for City purposes, access cHannels, grant for government access facilitIes, and ~ted matters, all as contained in the franchise, a copy of which is 8vailab'e for inspocllon In the oIftce oI""'Cily~. /elA~.~ Cily . CIIv 01 CorpuO_9LJ FIHMiCE OEPARH1un 02 JUl -S PM 12: I ~ PUBLISHER'S AFFIDAVIT State of Texas County of Nueces ss: CITY OF CORPUS CHRISTI Ad # 4238799 PO # Before me, the undersigned, a Notary Public, this day personally came Diana Hinojosa, who being first duly sworn, according to law, says that she is Credit Manager of the Corpus Christi Caller-Times, a daily newspaper published at Corpus Christi in said City and State, generally circulated in Aransas, Bee, Brooks, Duval, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refugio, San Patricio, Victoria and Webb Counties, and that the publication of, NOTICE OF PASSAGE OF ORDINANCE ON which the annexed is a true copy, was inserted in the Corpus Christi Caller-Times and on the World Wide Web on the Caller-Times Interactive on the 30TH day(s) of JUNE. 2002. OvcL (}JO. (0 l4 q 'l( $135.56 bLctIl.a- (fj tM.~.s~ Credit Manager TWO (2 ) Time(s) Subscribed and sworn to me on the date of JULY 01. 2002. ex (Mgj "fnaIJAA'A ~ Notary Public, Nueces County, Texas ROSA MARIA FLORES Print or Type Name of Notary Public My commission expires on 04/23/05. Sunday. June 30. 2002