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78-F-15 :', , " " ,., ,,'.. ORDINANCE NO. 78 - F- IS- AN ORDINANCE AN ORDINANCE GRANTING TO UA-COLUMBIA CABLEVISION OF TEXAS, INC. A FRANCHISE FOR THE FURNISHING OF CABLE TELEVISION SERVICE AND IMPOSING PROVISIONS AND CONDITIONS RELATING TO THE EXERCISE OF THE SAME. WHEREAS, It is found to be in the public interest to have a cable television system in the City of Schertz, Texas; and WHEREAS, The City Council of Schertz, Texas, hereinafter referred to as "FRANCHISOR" has conducted a full and open public hearing regarding the award of a Cable Television Franchise on August 18, 1978, at which any and all members of the public desiring to make statements or present evidence concerning the award of the Cable Television Franchise were afforded an opportunity to do so after notice of such a hearing was duly published on July 27, 1978; WHEREAS, The FRANCHISOR has reviewed and is satisfied with the qualifications of the FRANCHISEE named below; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1. SHORT TITLE. This Ordinance shall be known and may be cited as the "Cable Television Franchise Ordinance of the City of Schertz, Texas". Section 2. DEFINED TERMS. Definitions included in FCC Rules and Regulations, 47 C.F.R. Part 76, Cable Television Service, are applicable for this Ordinance. Unless the context clearly indicates that a different meaning is intended, the following definitions shall govern the interpretation of this franchise and its introductory stipulations; a. "Channel" means a band of frequencies six (6) megahertz wide in the electromagnetic spectrum that is capable of carrying one audio-video signal, or a large number of frequency modulated audio signals or several thousand digital signals. b. "Broadcast Channel" means a channel provided by the cable system to relay to subscriber terminals television broadcast programs that are received off-the-air or by direct connection to a television broadcast station. c. "Non-Broadcast Channel" means a channel provided by the cable system to deliver to subscriber terminals programs which are not television broadcast programs received off-the-air or by direct connection to a tele- vision broadcast station. d. "Local Origination Channel" means a non-broadcast channel carrying a station whose programming is subject to the exclusive control of the FRANCHISEE and is produced either by the FRANCHISEE or by another person with financial assistance from the FRANCHISEE. e. "Cable Distribution Plant" and "Distribution Plant" are used interchangeable to mean that portion of the system authorized by this fran- chise which carries, by means of cable or wire, programming to subscriber terminals in the franchise area. f. "Cable Television System", "Cable System", and "System" are used interchangeably to mean the broad-band communications facility that is to be constructed, operated, and maintained by the FRANCHISEE pursuant to this franchise, and such a facility operating in another area, as the con- text requires. ~ . " " " ", '.;' , - 2 - g. A "Converter" means an electronic device, installed in or on a television receiver, which permits the subscriber to view channels that the cable system is capable of delivering to the subscriber. h. The "San Antonio Television ~larket Area" means the specified zone of San Antonio licensed commercial television stations as defined by FCC rules. i. "Specially Designated Channel" means a channel set aside for a specific, specialized purpose, other than a local or regional program origina- tion channel, in accordance with subsection (c), (d), (e) and (g) of Section 12 of this franchise. j. "First-Come, first-served basis" refers to an allocation of resources or other matters that determines the order of priority according to the order of request. k. "F.C.C. Regulations" means those valid rules and regulations, 47 C.F.R., Part 76, promulgated by the Federal Communications Commission and applicable to the cable system authorized by this franchise, presently in force and as hereafter amended. 1. The term "Franchisee" shall mean UA-COLU~1BIA CABLEVISION OF TEXAS, INC., and also any person, persons, partnership, firm, company, cor- poration or association serving as agent, contractor or subsidiary thereof doing business in Schertz, Texas, p~rsuantto the provisions of this Ordinance. m. "Franchi sor" means the City of Schertz, Texas, the governmental entity granting permission herein for the use of streets, alleys, easements and public ways in the establishment of a cable television system. n. "Gross Revenues" means all revenue derived directly or in- directly by the FRANCHISEE, its affiliates, subsidiaries, parents, and any person in which the FRANCHISEE has a financial interest, from or in connection with the operation of the system constructed pursuant to this franchise, in- cluding but not limited to installation fees, subscriber fees, lease fees, advertising revenue and pay television receipts. o. "Head-End" means a central point from which signals are passed into the cable distribution plant for distribution to subscribers. p. "Interconnection" means the direct or indirect linkage of the cable system authorized by this franchise with another cable system by the sharing of a common head-end facility, or by means of a cable interconnection, or by means of a microwave cable television relay service, or by any combination thereof. q. "Local" means pertaining to the franchise area in Schertz, Texas. r. "Randolph Region" includes the six cities of the Community Council, (Cibolo, Converse, Live Oak, Selma, Schertz, and Universal City), Randolph Air Force Base and certain unincorporated areas of Bexar and Guadalupe Counties generally contiguous to these cities. s. "Pay Television" means the del ivery of audio-video signals over the system 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. t. "Person" means person, firm, corporation, or association, and any other legally recognized entity. u. "Franchise Area" means the area described ln Exhibit "A", attached hereto and made a part hereto. ., " - 3 - v. "Streets" means streets, a venues, roads, hi ghways, boul evards, concourses, driveways, bridges, tunnels, parks, parkways, alleys, waterways, easements and public grounds or waters within or belonging to the franchisor. w. "Subscriber" means a purchaser of any service delivered over the cable system authorized by this franchise. x. "'A' Trunk Cable" shall mean a downstream distribution system which supplies television and other signals within the 50-300 Megahertz Band width or at least 36 channels of video services or its equivalent of video, audio, or other combination of electronic signals to general subscribers. y. "'B' Trunk Cable" shall mean a downstream and upstream distri- bution system which supplies television and other signals downstream within the 174-300 Megahertz Band width or at least 21 channels of video services or its equivalent of video. audio, or other combination of electronic signals; and upstream within the 5-100 Megahertz Bank width or at least 17 channels of video services, audio or other combination of electronic signals to the limited access subscriber. Section 3. GRANT The City Council of Schertz hereby grants to UA-COLUMBIA CABLE- VISION OF TEXAS, INC., a corporation organized under the laws of the State of Texas, under the terms, conditions and consideration of this franchise, permission for the occupation or use of the streets, alleys, easements and public ways within the franchise area for the construction, operation, and maintenance of a cable television system. Section 4. DURATION OF THE FRANCHISE. The franchise and the rights, privileges, and authority hereby granted shall take effect and be in force from and after final passage hereof, as provided by law, and shall continue in force and effect for a term of fifteen (15) years, provided that, within ten (10) days after the second reading of this Ordinance, the FRANCHISEE shall file with the FRANCHISOR its unconditional acceptance of this franchise and promise to comply with and abide by all of its provisions, terms, and conditions. Such acceptance and promise in writing shall be duly executed, and sworn to by an authorized official of the FRANCHISEE on behalf of the FRANCHISEE before a notary public or other officer authorized by law to administer oaths. The term of this franchise shall be automatically renewed for an additional period of ten (10) years unless for just cause either the FRANCHISOR or FRANCHISEE gives written notification of the termination of this franchise to the other sixty (60) days prior to the expiration of the fifteen (15) year term of this franchise. Section 5. NON-EXCLUSIVE FRANCHISE. The right to use and occupy said streets and public ways, for the purposes herein set forth shall not be exclusive, and the FRANCHISOR reserves the right to grant a similar use of said streets and places to any person at any time during the period of this franchise or any exten- sion thereof. Section 6. GEOGRAPHIC COVERAGE OF SYSTEM. a. The franchise is for the present territorial limits of the City and for any areas henceforth added thereto during the term of the franchise. b. The FRANCHISEE agrees to provide service within twenty- four (24) months of the date of issuance of its Certificate of Compli- ance by the Federal Communications Commission to all homes within the prime service area as defined below; provided however, that if the system is built simultaneously with the City of San Antonio system, FRANCHISEE reserves the right to request up to a one year extension if deemed necessary but in any event, all service would be provided within thirty-six (36) months. c. The prime service area shall be that area with an average density of thirty (30) homes or more per plant mile as measured along any mile " '. ' .. ~ ..' , - 4 - of the system. This density requirement shall not apply to the extension of trunk lines through undeveloped areas for the purpose of providing ser- vice to developed residential nodes of 100 or more residences. d. Any person within the franchise area outside the prime ser- vice area must be given service if that person is willing to pay the extra installation cost associated with provisions of that service. Such person may request that the FRANCHISOR review such extra installation cost to in- sure that it is commensurate with the added cost to the FRANCHISEE in pro- viding such service. Section 7. RIGHT AND OBLIGATION OF THE FRANCHISEE TO CONNECT. a. The FRANCHISEE shall have the right and obligation to pro- vide cable television service to any member of the public in any publicly or privately owned buildings that are in the FRANCHISEE'S prime service area without paying a charge to the building owner. Any dispute between the FRANCHISEE and any building owner shall be heard and resolved by the FRANCHISOR in an public hearing. b. Any damage caused to the property of building owners or users, or to any other person, by the FRANCHISEE, shall be repaired fully by the FRANCHISEE. c. Subject to subsection (a), the FRANCHISEE shall, upon request, provide service to all dwelling units to which it is capable of providing service in accordance with Section 6. FRANCHISEE may withdraw such service for good cause when a subscriber has failed to honor his financial obligations to the FRANCHISEE. Service will not be withdrawn until the FRANCHISEE has notified the subscriber of its intent to with- draw service. Section 8. PAYMENT TO THE CITY. a. Within one month after its acceptance of the franchise, FRANCHISEE shall pay to the City a fee in the amount of Two Thousand Dollars ($2,000.00) for the purpose of partially recovering consulting fees and expenses incurred in the granting of the franchise. b. As compensation for the use of the streets and other pub- lic facilities of the FRANCHISOR in the construction, operation and main- tenance of the Cable Television System and for the FRANCHISOR'S super- vision and administration thereof, the FRANCHISEE shall pay to the City, quarterly, an amount equal to three percent (3%) of the quarterly gross revenues for service within the FRANCHISEE'S franchise area received by it during the preceeding three (3) months. In the event that it is determined that the FCC lacks the jurisdiction to impose the three percent (3%) limitation of franchise fees, or that the limit is raised, then the franchise fee shall be subject to renegotiation. If such franchise fee is raised during the 5 year period that FRANCHISEE'S rates are fixed, then FRANCHISEE shall have the right to request either an automatic pass-through of such increase or an increase in rates sufficient to pay such additional revenue to the City. This payment shall be in addition to any other tax or payment owed to the FRANCHISOR by the FRANCHISEE. Section 9. REGULATION OF RATES AND PROFITS. a. The rates and charges for the services provided hereunder shall be fair and reasonable and no higher than necessary to meet all cost of such service (assuming efficient and economical management), including a fair return on the capital invested in the franchise area less depre- ciation of the properties devoted to such service. A fair return on capital is considered the return that will enable the firm to maintain its financial credit, attract logical charge and will be comparable to that earned by other businesses with similar risk. j .,. ..' - 5 - b. The FRANCHISOR shall have the power, authority and right to cause the FRANCHISEE'S rates and charges to conform to subsection (a) hereof, and, for this purpose, the FRANCHISOR may deny increases or order reductions in such rates and charges when it determines that, in the absence of such action on its part, the FRANCHISEE'S rates and charges or proposed increased rates and charges willtot conform to said sub?ection (a). c. No action shall be taken by the FRANCHISOR with respect to the FRANCHISEE'S rates and charges under this section until the FRANCHISOR has given the FRANCHISEE reasonable notice of such proposed action and an opportunity to be heard in a public proceeding with regard thereto. d. The following maximum rates and charges are hereby authorized for service under this franchise: 1. Schedule I - These rates, except for premium channel monthly service, will be guaranteed for the first five years from the date of franchise acceptance. MONTHLY SERVICE RATE PROPOSED RESIDENTIAL RATES* CABLE I AND CABLE II Cable Installation ~10nthly Service Primary TVjFM Outlet $25.00 (overhead) $7.00 $35.00 (underaround) $7.00 Secondary TVjFM Outlet With Converter $15.00 (each) Secondary TVjFM Outlet Without Converter $15.00 (each) Reconnect Primary TVjFM $12.50 Reconnect Secondary TVjFM $12.50 $2.00 (each) $1.50 (each) $7.00 $2.00 PREMIUM CHANNELS Installation Monthly Service HBO $10.00 $7.00 Fanfare $10.00 $8.95 Ren ta 1 CONVERTER FOR CABLE I CONVERTER FOR CABLE I I No Charge Rental $1.50 per month Purchase $65.00 Installation Charae $10.00** * Commercial Rates to be determined, but in no event shall the Commercial Rates be hiqher than Residential Rates. ** To be charged only if upgrading from Cable I to Cable II 2. Converters - Company-Owned. Subscriber assumes responsibility for loss, theft or damage of converters owned by the company. ,; ~, - 6 - A $15.00 deposit may be collected at installation for each converter. When the converter is returned to the FRANCHISEE, the deposit will be applied to the account balance. Reasonable repair charges may be made to the account for damages beyond normal wear and tear. Reasonable charges will be made to the account for each converter lost or not returned on disconnection from service. e. No. additional rates and charges for services rendered by FRANCHISEE to its subscribers, except for rates and charges for subscrip- tion or other pay television services, shall be established without prior approval by the FRANCHISOR after a public hearing, if such approval is consonant with the authority designated to the FRANCHISOR by the FCC. f. The FRANCHISEE shall not require more than one month's advance payment, nor that a penalty be exacted from any subscriber or potential subscriber without approval of the FRANCHISOR. g. The FRANCHISEE shall receive no consideration whatsoever for or in connection with its services to its subscribers other than that received in accordance with this section, except for the consider- ation which FRANCHISEE receives for subscription or other pay television services and which is not subject to this section. Section 10. DIFFERENTIATED RATES. Except as the FRANCHISOR may otherwise permit upon justifica- tion shown by FRANCHISEE, the FRANCHISEE shall not make or grant, with respect to rates, charges, service, service facilities, rules, regulations, or any other matter, any undue preference or advantage to any person, nor subject any person to any prejudice or disadvantage. FRANCHISEE does maintain the right however, to conduct promotional campaigns where services are provided subscribers at less than the rates set forth in Section 9 (d). Section 11. SYSTEM DESIGN. a. The system shall consist essentially of what is described in the FRANCHISEE'S proposal dated March 16, 1978. b. The FRANCHISEE'S cable distribution system shall be capable of carrying thirty-five (35) channels initially. The FRANCHISEE hereby agrees that whenever all operational channels are in use during 80% of the weekdays (Monday-Friday), for 80% of the time during any three-hour period for six (6) weeks running, the FRANCHISEE shall have (6) months to make a new channel available, up to 35 channels. (Failure to comply with this provision shall be material breach of this Ordinance and shall be sufficient cause for revocation of the Franchise providing FRANCHISEE has received reasonable notice and time to remedy, not to exceed sixty days.) c. A minimum of seventeen (17) TV channels (4 on feeders, 13 on trunks), with the capability of carrying data signals in the inbound direction shall be provided. d. The entire trunk system shall be a two-way system having the combined capacity of the 'A' and 'B' Trunk Cables defined in Section 2 (x) and 2 (y) of this Ordinance. All feeder cables shall have a 35 TV channel equivalent downstream capacity and a four TV channel upstream capacity. It shall be the responsibility of the FRANCHISEE, with the concurrence of the FRANCHISOR, to use any band of frequencies within the above range which best accomplishes the objectives of this Franchise by providing the public with a two-way system of maximum service and flexibility. e. The commercial FM broadcast bank 88-108 Mhz shall be used to supply to the subscribers commercial and educational FM stations from the areas. The technology used to provide this service shall consist of pro- cessors at the headend of the system to pick up a minimum of 20 stations that will then be inserted on the cable at selected frequencies to be determined by the FRANCHISEE. - 7 - f. The Municipal City Hall and facilities and the desiqnated facilities of the Independent School District will have access to the upstream and downstream capabilities of the system. g. In the case of an emergency or disaster, the FRANCHISEE shall, upon the request of the FRANCHISOR, make available its facilities for emergency use during the emergency or disaster period at no cost to the FRANCHISOR. The system shall be designed to that a simultaneous audio-video broadcast can occur on all channels. This emergency alert- override function will be provided from a mutually agreed upon location. Section 12. SYSTEM SERVICES AND FACILITIES. a. The FRANCHISEE shall carry at least all broadcast signals required under Federal Communications Commission regulations now or here- after enacted. b. In addition to the broadcast signals pursuant to Subsection (a), the FRANCHISEE has freely offered and the City accepts the two level and FM radio services that will be initially offered to all subscribers at the time cable television service becomes operational as detailed in its proposal of March 16, 1978. c. A minimum of one (1) specially designated channel shall be set aside for the use of local public and parochial school districts free of charge. However, the FRANCHISEE may charge the user for the cost of FRANCHISEE-produced programs carried on this channel. The public school access channel shall be a two-way channel. d. A minimum of one (l)specially designated channel shall be set aside as a local government access channel free of charge. The FRAN- CHISEE may charge the user for the cost of FRANCHISEE-produced programs carried on this channel. The government access channel shall be a two- way channel. e. A minimum of one (1) specially designated channel shall be set aside for use by the public without charge, provided, however, that the FRANCHISEE may charge the user for the cost of producing programs carried on this channel. f. All remaining vacant channels shall be made available to any user on a first-come, first-served basis. The FRANCHISEE may charge a fee for the use of these channels. Any dispute regarding usage will be arbitrated by the FRANCHISOR. g. Six (6) Megahertz (Mhz) of spectrum space of the cable shall be made available, namely in the amount of 3 Mhz each in the in- bound and outbound direction for use by the FRANCHISOR for its own data, telemetry, communications and intercommunication needs. This space shall be agreed upon between the FRANCHISOR and the FRANCHISEE. The FRANCHISOR shall provide all necessary equipment for this service. The FRANCHISEE shall make available specially dedicated channels to the FRANCHISOR free of charge for its own internal use to the extent that one complete two-way channel will be provided. At such time as the need for a second two-way channel is proven, this second channel shall be provided. The FRANCHISEE may charge the FRANCHISOR for the cost of producing programs carried on these channels. h. If the headend is at an advantageous location for the FRANCHISOR to install certain antennas for the reception of radio signals for furnishing to itself through the spectrum space in (g) above, the FRAN- CHISEE shall likewise allow the installation of these antennas on its tower and the installation of necessary equipment at the headend to receive these signals and the necessary single phase 117 volt, A.C. electrical power. Such use by FRANCHISOR shall be made so as to not cause interference with FRANCHISEE'S use of the facilities. i. Nothing in this section shall prohibit the FRANCHISEE from utilizing channels designated for use by public and parochial schools, local governments, the public or for the re-transmission of broadcast and non-broad- cast signals whenever time on such assigned channel is unused. - 8 - Section 13. SERVICES TO PUBLIC BUILDINGS. a. The FRANCHISEE shall furnish to the FRANCHISOR, without charge, one termination to each fire station, police station and such buildings as used for municipal purposes as may be designated by the City. FRANCHISEE shall be permitted to recover, from any public building owner entitled to free service, the direct cost of installing, when requested to do so, more than one outlet, or concealed inside wiring, or service outlet requiring more than one hundred (100) feet of drop cable. b. The FRANCHISEE shall furnish to the Independent School District and Parochial Schools without charge, one terminal in each of its administrative buildings, schools and athletic fields and other sits within the City as may be agreed upon by School Administrators and FRANCHISEE. If more than one service drop is required (per building), the charge shall be based on the FRANCHISEE'S cost of time and material. Section 14. INTERCONNECTION. a. The FRANCHISEE must interconnect its cable system with all cable systems within the Randolph Region subject to such terms and conditions as may be agreed between such systems. b. The FRANCHISEE shall exercise its best efforts to interconnect its system with other systems within the San Antonio television market area, upon the request of the FRANCHISOR. FRANCHISEE will interconnect with its own systems in the San Antonio market area. Section 15. REGIONAL CONSIDERATIONS. The FRANCHISOR considers it very important that the introduction of cable television systems in the San Antonio television market area should strengthen the relationship between such cities and the San Antonio metropoli- tan heartland. The key to this relationship lies in the interconnection policy in Section 14 of this Ordinance. Within the Randolph Region, this philosophy can be carried out best by a single FRANCHISEE thur adding economic viability as well as assured interconnection. If other cities join this regional con- cept, then the regional network of Cable TV systems operated by the same Randolph Region FRANCHISEE will be strengthened further. The program origination, public service and technical assistance features of this Ordinance in Sections 16 and 17 can function most effectively as regional features. To that end, the FRANCHISOR is willing that the word "regional" and will cooperate fully with the other cities in the Region which have the same FRANCHISEE to achieve a regional cable network encompassing the individual Cable TV distribution system in each city. Section 16. LOCAL PROGRAM ORIGINATION AND PUBLIC SERVICE BROADCASTING. a. The FRANCHISEE shall provide substantial locally originated pro- gramming each week and shall exceed any and all programming requirements directed by the Federal Communication Commission. The FRANCHISEE may produce said pro- gramming itself or rely on local groups to produce such programming with tech- nical assistance from the FRANCHISEE. b. The FRANCHISOR and FRANCHISEE will cooperate in the formation of a broadly representative advisory board to help implement community involve- ment in local origination activities and the usage of public access channels and extent of locally originated programming each week. --', c. The FRANCHISEE shall provide and maintain a studio, or equiva- lent portable facilities and equipment located centrally in Universal City, Texas, for the purpose of local program origination. The FRANCHISOR agrees that this studio shall be equally shared by other cities in the Randolph Region and the City of Windcrest which might select the FRANCHISEE for their City. It is understood that such studio or its equivalent facilities shall be supplied for 3 years and at the end of such 3-year period from date of FCC certification, FRANCHISOR and FRANCHISEE shall mutually determine the extent of needed facilities for future operations. d. The FRANCHISEE shall provide a fully equipped mobile unit permitting program origination to occur from any location in the local integrated network of the FRANCHISEE. , " - 9 - Section 17. USE OF EQUIPMENT AND TECHNICAL ASSISTANCE. a. The FRANCHISEE shall make equipment available to persons or groups wishing to originate programs. The FRANCHISEE shall also make avail- able a staff of persons expert in program production in order to assist in program origination. These facilities and personnel may be made available at such reasonable times and under such reasonable conditions as are necessary to safeguard the legitimate interests of the FRANCHISEE; but such times and conditions shall be subject to modification by the FRANCHISOR. When the demand for such equipment exceeds the supply thereof, it shall be made avail- able on a non-discriminatory first-come, first-served basis. b. A charge may be made to the program originator to cover the FRANCHISEE'S out-of-pocket costs incurred in providing such services and equipment. c. A program originator shall not be required to use the equip- ment of the FRANCHISEE, but may use other equipment that is compatible with the FRANCHISEE'S facilities. Section 18. SET LEASING AND SERVICE. The FRANCHISEE shall not engage in the business of selling, repair- ing, or installing television receivers or radio receivers within the franchise area. FRANCHISEE does however, reserve the right to sell, lease and repair CATV converters and accessories. Section 19. MAINTENANCE OF TECHNOLOGY. The FRANCHISEE shall constantly upgrade its facilities equipment and services consistent with economical feasibility so that its system is as advanced as the current state of technology will allow. At all times, the cable system shall be no less advanced than any other system of comparable size, excepting only systems which are experimental, pilot, or demonstration. The FRANCHISEE shall at all times comply with the Federal Communications Commission requirements as to minimum technical performance standards. Section 20. SYSTEM MAINTENANCE. a. The FRANCHISEE shall maintain at least one business office located centrally for its regional customers, which will be open during normal business hours. This office will have a listed telephone, with an adequate number of lines to handle typical traffic, and will be so operated that complaints and requests for repairs and adjustments may be received and processed with a minimum of delay. b. The FRANCHISEE shall maintain all parts of the cable system in good condition at all times. The FRANCHISEE shall provide its subscribers with all necessary maintenance service on its cable system free of additional charge to the subscribers and to the reasonable satisfaction of the subscribers. c. Whenever it is necessary to shut off and/or interrupt service for the purpose of making repairs, adjustments, or installation, the FRANCHISEE shall do so at such time as will cause the least amount of inconvenience to the subscribers, and, unless such interruption is unforeseen and immediately neces- sary, it shall give reasonable notice thereof to its subscribers. d. Whenever the FRANCHISEE'S system shall be out of service so that the subscribers may not receive more than half of the available channels for a period of 48 hours, then the FRANCHISEE shall refund, upon request, to the subscribers, a proportionate amount of his subscription fee. e. The requirements for maintenance of equipment contained in this provision shall not apply to the subscriber's television receiver or other equipment installed or owned by subscriber. f. Provision shall be made for taking complaints outside of the normal working day. The FRANCHISEE shall service any subscriber who complains of faulty service within the next full working day following the complaint. . . '" - 1 0 - Section 21. REPORTING. a. The FRANCHISEE shall file with the FRANCHISOR true and accurate maps or plats of all existing and proposed outside plant installations and said maps and plats shall be kept up-to-date. b. Annually, the FRANCHISEE shall file with the FRANCHISOR not later than one hundred twenty (120) days after the end of the FRANCHISEE'S fiscal year, a copy of its report to its stockholders, an income statement applicable to its operations during the preceding fiscal period, a balance sheet, and a statement of its properties giving its investment in such properties on the basis of original cost less applicable depreciation. These reports shall be prepared or approved by a certified public accountant. There shall also be submitted along with these reports such other reasonable information as the FRANCHISOR shall request with respect to the FRANCHISEE'S properties and expenses related to its cable television operations within the franchise area. c. The FRANCHISEE shall provide upon request by the FRANCHISOR a current list of its shareholders and bondholders. d. All formal complaints by governmental agencies shall be turned over to the FRANCHISOR within ten (10) days of mailing, together with the FRANCHISEE'S response thereto. All complaints to the FRANCHISOR shall be forwarded to the FRANCHISEE and answered by it within ten (10) days of original mailing. e. The FRANCHISEE shall maintain a written record listing date and time of customer complaints, identifying the subscriber and describing the nature of the complaints and when and what shall be available at FRAN- CHISEE in response thereto; such record shall be available at FRANCHISEE'S local office, reflecting the operations to date for a period of at least three (3) years, and shall be available for inspection during regular business hours. f. Copies of all petitions, applications, and communications submitted by the FRANCHISEE to the Federa1 Communications Commission, Security and Exchange Commission, or any other Federal or State Regulatory Commission or agency having jurisdiction with respect to any matters affect- ing the cable television operation authorized pursuant to this franchise shall also be submitted upon request to the FRANCHISOR. g. The FRANCHISEE shall appear at public hearings called by the FRANCHISOR to discuss and evaluate the performance of the FRANCHISEE. Such hearings may be held at any time, but shall be held at least every two years. Section 2~ HIRING PRACTICES. The FRANCHISEE shall not discriminate on the basis of sex, race, national origin, religion, or creed in hiring and promoting employees. Section 23. TECHNICAL STANDARDS. a. Technical standards shall be maintained in compliance with Federal Communications Commission Rules and Regulations 47 C.F.R., Part 76, Subpart K, and as amended from time to time. b. The FRANCHISEE agrees to design and maintain the system to deliver a 40 db signal to noise ratio at the subscriber's outlet. Section 24. CONSTRUCTION TIMETABLE AND STANDARDS. a. The FRANCHISEE shall file an application for a Certificate of Compliance with the Federal Communications Commission within thirty (30) days after this Franchise is granted. b. The FRANCHISEE shall construct one headend and the necessary studio facilities or their equivalent, which will permit transmission and origination of programming within one year after receipt of the Certificate of Compliance from the Federal Communications Commission. The FRANCHISEE shall further complete contruction of at least 50% of the distribution plant during the first year after receipt of the Certificate of Compliance from the Federal Commumications Commission, and 50% the second year. If the San Antonio system is built simultaneously, FRANCHISEE reserves the right to " " - 11 - request up to a one year extension if deemed necessary, in both cases, FRANCHISEE shall use its best efforts to complete system in two years of FCC certification. c. Methods of construction, installation, and maintenance the City's cable television system shall comply with the National Electric Safety Code 1975 (ANSI CI-1975) to the extent that such code is consistent with local laws affecting the construction, installation and maintenance of electric supply and communication lines. To the extent that such Code is inconsistent with other provisions of this franchise or with local law, the latter shall govern. d. Each cable distribution system on the public streets shall corrp:lywith all applicable laws and Ordinances and governmental regulations. e. The FRANCHISEE shall construct and operate the system and related facilities in accordance with all generally accepted related indus- try codes, standards and recommendations that are applicable. Section 25. CONDITION OF STREETS. a. All transmission and distribution structures, lines, and equipment erected by the FRANCHISEE within the franchise area shall be located so as to cause minimum interference with the proper use of streets, alleys and other public ways and places, and minimum interference with the rights and reasonable convenience of property owners who adjoin any of said streets, alleys, or other public ways and places. b. The FRANCHISEE shall comply with all regulations of the City in force from time to time in regard to excavations and construction in public ways, including the duty to obtain and pay for permits required by such regulation. The FRANCHISEE at its own expense, shall carefully guard and protect all pub 1 i c WC1\1 entered and opened hereunder by it so as to pre- vent injury to persons or damage to property while work therein is being performed by the FRANCHISEE or its agents and all public ways entered and opened thereunder, as soon as practical after completion of the work, shall be restored to their former condition of usefulness by the FRANCHISEE all to the approval of the City Engineer in accordance with the rules and regu- lations for making openings in a public way. c. If at any time during the period of this franchise, the FRANCHISOR shall lawfully elect to alter or change the grade of any street, alley way, public way, or sidewalk, the FRANCHISEE upon reasonable notice by the FRANCHISOR, shall remove, relay, and/or relocate its poles, cables, under- ground conduits, manholes, and other fixtures at its own expense. d. Whenever the FRANCHISEE is able to obtain the necessary consent from the owners, the FRANCHISEE'S wires and structures may be attached to any and all poles now in place on and along said streets and public ways. The City will assist in efforts to consolidate or combine poles and ducts and to reach agreement for joint use of poles where requested by the parties. All new poles erected shall be an approved pole location at such points along said street as approved by the FRANCHISOR and shall be located to as to interfere as little as possible with the use of streets and sidewalks for travel. No wires shall be less than eighteen (18) feet above the grade-line of the street, except where they pass under elevated crossing or crossings now existing or which may later be constructed. e. The FRANCHISEE shall, on the request of any person holding a building moving permit issued by the FRANCHISOR, temporarily raise, lower, or remove its wires to permit the moving of building. The expense of such raising, lowering or removal of wires shall be paid by the person requesting the same, and the FRANCHISEE shall have the authority to require such payment in advance. The FRANCHISEE shall be given not less then forty-eight (48) hours advance notice of arrange for such temporary wire changes. f. The FRANCHISEE shall have the authority to trim trees upon and overhanging streets, sidewalks, and other public places in the franchise area so as to prevent the branches of such trees from coming in contact with the wires and cables of the FRANCHISEE except that the FRANCHISOR, with FRANCHISEE'S concurrence, may have such trimming done by it or under its supervision and direction at the expense of the FRANCHISEE. '. " '. ' - 12 - Q. In all sections of the franchise area where the FRANCHISOR shall require, or where cables or like facilities of public utilities are placed under~round, the FRANCHISEE shall place its cables, wires, or other 1 i ke fac i 1 it ies underground. h. The FRANCHISEE shall provide plans and specifications for all construction within City streets for review at least thirty (30) days prior to the start of construction. Written approval shall be necessary before construction commences. This provision shall apply to each con- struction sequence if the construction is accomplished in phases. Such approval shall not be unreasonably withheld. Delays caused by FRANCHISOR shall not be attributed to FRANCHISEE'S construction deadline. Section 26. FRANCHISOR'S RIGHTS. a. The FRANCHISOR hereby reserves the right to adopt, in addition to the provisions contained herein and existing applicable ordinances, such additional regulations as it shall find necessary in the exercise of its policy power; provided, hbwever, that such regulations, by Ordinance or otherwise, shall be reasonable and not in conflict with the rights herein granted. b. The FRANCHISOR shall have the right to inspect the books, records, maps, plans, income tax returns, and other like material of the FRANCHISEE at any time during normal business hours. c. The FRANCHISOR shall have the right during the life of this franchise to install and maintain, free of charge, upon the poles of the FRANCHISEE any wire and pole fixtures necessary for a municipal alarm system on the condition that such wire and pole fixtures do not interfere with the cable television operations of the FRANCHISEE. d. The FRANCHISOR shall have the right to supervise all construc- tion or installation work performed under the provisions of this franchise and to make such inspections as it shall find necessary to ensure 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 concellation as provided for herein, the FRANCHISOR shall have the right to require the FRANCHISEE to remove at its own expense all portions of the cable television system from all public ways within the franchise area. f. After the expiration of the term for which this franchise lS granted, or after its termination and cancellation as provided for herein, the FRANCHISOR shall have the right to determine whether the FRANCHISEE shall continue to operate and maintain the cable television system pending the decision of the FRANCHISOR as to the future maintenance and operation of such system; however, the system shall continue to operate. Renewal of the Fran- chise shall not be unreasonable withheld. Section 27. FRANCHISE REVOCATION. In addition to all other rights and powers pertaining to the FRANCHISOR by virtue of this Franchise or otherwise, the FRANCHISOR reserves the right to terminate and cancel this Franchise and all rights and privileges of the FRANCHISEE hereunder after a period not to exceed sixty (60) days written notice to remedy in the event that the FRANCHISEE; a. Violates any provision of this Franchise or any rule, order, or determination of the FRANCHISOR made pursuant to this Franchise, except when such violation is without fault or through excusable neglect; b. Becomes insolvent, unable or unwilling to pay its debts, or is adjudged as bankrupt, or a receiver is appointed for it; c. Attempts to evade any of the material provision of this Franchise or practices any fraud or deceit upon the FRANCHISOR;- d. Fails to complete construction under this Franchise within two (2) years following Federal Communications Certification, or a mutually agreed extension granted for cause; , . ",t ~, , , :, - 13 - e. Attempts to dispose of any of the facilities or property of its cable television system to prevent the FRANCHISOR from purchasing same as provided herein; f. If the reasons for delays in construction are directly attributable to acts of God, strikes, national emergency, or elements other than FRANCHISEE'S performance, then such right of revocation shall not apply. Such termination and cancellation shall be by Ordinance duly adopted after sixty (60) days notice to the FRANCHISEE; provided, however, that before this franchise may be terminated and cancelled under this sec- tion, the FRANCHISEE must be provided with an opportunity to be heard and on reasonable grounds, to appeal an adverse finding. Section 28. TRANSFER AND TRANSACTIONS AFFECTING OWNERSHIP AND FRANCHISEE. a. No transfer of control of the cable system shall take place whether by forced or voluntary sale, lease, mortgage, assignment, encum- brance or any form of disposition without prior notice to and approval by the FRANCHISOR, which shall not be unreasonably refused. The notice shall include full identifying particulars of the proposed transaction, and the FRANCHISOR shall act by resolution. b. In order that the FRANCHISOR may exercise its option to take over the facilities and property of the cable television system authorized herein, upon expiration or forfeiture of the rights and privileges of this FRANCHISEE shall not make, execute, or enter into any deed, deed of trust, mortgage, conditional sales contract, or any loan, lease, pledge, sale, gift, or similar agreement concerning any of the facilities and property, real or personal, of the cable television system without prior approval of the FRANCHISOR upon its determination that the transaction proposed by the grantee will not be inimical to the rights of the FRANCHISOR under this franchise unless such encumbrances, contracts, or aqreements are made in the ordinary course oT business and terms and condition then prevalent or customary in 1 ike transactions in the same or similar business. FRANCHISOR acknowledges that the ftnancingcrthe construction and operation will require the extension of credit and the making of loans or the pledge of property or securities. FRAN- CHISOR'S consent thereto shall not be unreasonable withheld. Provided, how- ever, that this section shall not apply to the disposition of worn-out or obsolete facilities or personal property in the normal course of carrying on the cable television business. c. It shall be a breach of this franchise and, not withstanding any provision of this franchise to the contrary, cause for revocation of the franchise whenever more than thirty percent (30%) of the right of control of the FRANCHISEE is acquired or attained by a person or group of persons acting in concert, none of whom already own or control twenty-five percent (25%) or more of such right of control, individually or collectively, without receiving prior approval of the FRANCHISOR. Section 29. INDEMfUFICATION, INSURANCE AND BONDS. a. The FRANCHISEE shall indemnify and save harmless Schertz, Texas, and all agents, officers, employees and representatives thereof from and against any and all claims, demands, causes of action, copyright action, liability, judg- ments, costs and expenses or losses for injury or death to persons or damage to property owned by, and Workman's Compensation, claims against, any parties indemnified herein, arising out of, caused by, or as a result of the FRANCHISEE'S construction, erection, maintenance, use or presence of, or removal of any poles, wires, lines, cable, conduit, appurtenances thereto, or equipment or attachments thereto. (1) The FRANCHISEE shall carry good and sufficient public liability and property damage insurance to fulfill the terms of Section (a), which insurance shall be in the amount of not less than $500,000.00 for property damage in anyone accident, nor less than $500,000.00 aggregate in any single policy year; and not less than $500,000.00 bodily injury or death of anyone person, with a minimum of $1,000,000.00 as to anyone accident. , . . '~ \ - ' , ~ .' - 14 - (2) The policy shall provide by endorsement that it may only be cancelled or amended by the insurance company after thirty (30) days notice, in writing, to the City Manager. (3) Said policy (or policies) must be approved by the City Attorney. (4) Said policy (or policies) must be in force before the FRANCHISEE commences any construction or installations. (5) Either the original pOlicy (or policies) or certified coples must be on file with the City Secretary for Schertz, Texas. (6) The City of Schertz, Texas, shall be named an additional assured in any such policy or policies. b. Within thirty (30) days from the effective date of the granting of the Franchise by Ordinance, the FRANCHISEE shall furnish an annually renewal bond to the City in the amount of $50,000.00 guaranteeing the faithful perfor- mance of the obligations of the FRANCHISEE under terms of the Franchise, and subject to these requirements: (1) Such bond shall be executed by the FRANCHISEE and one or more sureties approved by the City Attorney. (2) Either the bond (or bonds) or certified copies must be on file with the City Secretary for Schertz, Texas. (3) The bond (or bonds) must provide by endorsement that it cannot be cancelled or amended by the bonding company prior to thirty (30) days notice to the City Manager. (4) The bond shall be conditioned that the FRANCHISEE shall well and truly observe, fulfill, and perform each term and condition of this franchise and that in case of any breach of condition of the bond, the amount thereof shall be recoverable from the principal and surety thereof by the FRANCHISOR for all liquidated damages for the failure of the FRANCHISEE well and faithfully to observe and perform any provision of this franchise, and for any amount billed to the FRANCHISEE by the FRANCHISOR for the cost of the FRANCHISOR'S performing the FRANCHISEE'S obligation, as provided herein. Section 30. SAF~TYREQUIREMENTS. a. The FRANCHISEE shall at all time employ ordinary care and shall install and maintain in use commonly accepted methods and devices for preventing failures and accidents that are likely to cause damage, injuries, or nuisances to the public. b. The FRANCHISEE shall install and maintain its wires, cables, fixtures, and other equipment in accordance with the requirements and applic- able codes of the State of Texas and of the FRANCHISOR, and in such manner that they will not interfere with any installations of the FRANCHISOR or of a public utility serving the FRANCHISOR. Section 31. SEPARABILITY; COMPLIANCE WITH APPLICABLE LAWS AND NON~CONSTESTABILITYBYFRANCHISEE. a. If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held invalid of unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct, and independent provision and such holdings shall not affect the validity of the remaining portions hereof. b. At all times during the life of this Franchise, the FRANCHISEE shall be subject to all lawful exercise of the police power by the FRANCHISOR and to such reasonable regulations as the FRANCHISOR shall hereafter provide, pursuant to the exercise of such police power. c. The FRANCHISEE of a franchise issued pursuant to this Ordinance, by acceptance of such franchise expressly acknowledges and accepts the right of the FRANCHISOR to issue such franchise and further agrees to fully comply with all appropriate regulations promulgated by any appropriate government agency of competent jurisdiction. . . .' . . : ,.... ,. 'f. .. . '. ,"'~' ,.' - 15 - Section 32. CONFORMITY WITH FCC RULES, a. The FRANCHISEE and FRANCHISCR shall comply with all rules and regulations of the Federal Communications Commission whether specifically mentioned or not. b. The FRANCHISEE and FRANCHISOR shall comply with any and all modifications of the rules and regulations of the Federal Communications Commission resulting from the amendment by the Federal Communications Commission within one (1) year of the date of adoption of the modification, or at the time of franchise renewal, whichever occurs first. Section 33. THEFT OF SERVICES AND TAMPERING. a. It shall be unlawful for any person to make any unauthorized connection, whether physical, electrical, acoustically, inductively or other- wise, with any part of the FRANCHISEE'S cable television system for the pur- pose of enabling himself or others to receive any television signals, radio signals, pictures, programs, sounds or any other information or intelligence transmitted over the FRANCHISEE'S cable system without payment to FRANCHISEE or its leasees. b. It shall be unlawful for any person, without the consent of the FRANCHISEE, to willfully tamper with, remove or injure any cable, wires, or other equipment used for the distribution of television signals, radio signals, pictures, programs, sounds or any other information or intelligence transmitted over FRANCHISEE'S cable system. c. It shall be a misdemeanor punishable by a fine of not more than Two Hundred Dollars ($200.00), or by imprisonment for a term not to exceed six (6) months, or both, for any person to violate any provision of this Section, Section 34. FRANCHISEE'S APPLICATION INCORPORATED. The FRANCHISEE shall provide all services specifically set forth in its application to provide cable television service to Schertz, Texas, and by its acceptance of the Franchise, the FRANCHISEE specifically grants and agrees that its application is hereby incorporated by reference and made a part of the Franchise. In the event of a conflict between such proposals and the provisions of this Ordinance, that provision which pro- vides the greatest benefit to the City, in the opinion of the FRANCHISOR, shall prevail. Section 35. PUBLICATION COSTS. The FRANCHISEE shall assume the cost of publication of the franchise Ordinance as such publication is required by law and such is payable upon the FRANCHISEE'S filing of acceptance of the franchise. Section 36. EQUAL TREATMENT AS TO PROGRAMMING AND RATES. Contingent upon FRANCHISEE'S obtaining a cable television franchise from the City of San Antonio, FRANCHISEE agrees to provide equivalent -programming and services, at FRACHISOR'S option, at rates comparable to those provided the City of San Antonio. PASSED, APPROVED AND ADOPTED this the ~~ day of ~~e?f~~ 19Jr'_. ATTEST: ~~ 4c:r/A/~ City Sec-retary, City of Schertz . t . . , , . '\ ~.. ...,", ...', .".,. - 16 - this 15+-h ACCEPTED by the authorized representative of FRANCHISEE day of september , 1978. UA-COLUMBIA CABLEVISION OF TEXAS, INC. By:LJ~i~~~_ Ronald D. Harmon vice-President THE STATE OF TEXAS COUNTY OF TOM GREEN Before me, a Notary Public, on this day personally appeared Ronald D. Harmon , known to me to be the person whose name is sub- scribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this 15th day of September , A.D. 197~ Q001 \\~"-,,l~ Notary ublic in and for Tom Green County, Texas My commission expires May 26, 1979.