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ORD 515 7/26/2000ORDINANCE NO. 515 AN ORDINANCE GRANTING A FRANCHISE TO WESTERN INTEGRATED NETWORKS OF TEXAS OPERATING L.P. TO FURNISH CABLE TELEVISION AND RELATED SERVICES AND SETTING FORTH THE TERMS AND CONDITIONS THEREOF This CABLE TELEVISION FRANCHISE AGREEMENT is made and entered into by and between the City of Cibolo, a Texas Municipal Corporation and General Law Municipality, acting herein through its City Administrator pursuant to Ordinance No. 515, passed and approved on July 26, 2000, respectively, as Franchisor, (herein referred to as "Grantor" or "City"), and Western Integrated Networks of Texas Operating L.P., a Delaware limited partnership, as Franchisee (herein referred to as "Grantee") with its principal place of business being located at 2000 South Colorado Boulevard, Suite 2- 800, Denver, Colorado 80222 ,and both parties do hereby WITNESSETH: WHEREAS, Grantee, which is a privately held company with its corporate offices in Denver, Colorado did appear before the City Council to petition that the company be awarded a non-exclusive Franchise to construct a Cable/Broadband Telecommunications system in the City of Cibolo; and WHEREAS, Grantee desires use of certain Public Rights -Of -Way within the City of Cibolo for the purpose of constructing, maintaining and operating Grantee's Cable/Broadband Telecommunications System for the purpose of offering Cable Television and other services as defined by this Franchise Agreement and pursuant to local, state and federal laws, and such use requires a Franchise Agreement; and WHEREAS, this use of the Grantor's streets will be conducted in such a manner that is not inconsistent with the use of the Grantor's Public Rights -Of -Way; and WHEREAS, this Franchise Agreement will allow the Grantee to operate a Cable/Broadband Telecommunications System, which will include Internet service and other types of services; and WHEREAS, consistent with H.B. 1777 prior to offering local exchange telecommunications service to its customers, the Grantee will obtain the City's standard right-of-way use permit which will be developed by the City for all certificated telecommunications providers that maintain facilities in the City's rights-of-way; and WHEREAS, Grantee has proposed to construct a Cable/Broadband Telecommunications System with a minimum of 860 megahertz band width capacity utilizing state-of-the-art broadband equipment and fiber optic network infrastructure facilities; and WHEREAS, City Council has determined that such a Cable/Broadband Telecommunications System will further the public convenience and public welfare of the inhabitants of Cibolo; and WHEREAS, it is in the City's interest to set forth rights, duties and obligations of Grantee in this Franchise Agreement; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CIBOLO, TEXAS (hereinafter, the "City"): SECTION 1. Short Title, Definitions. This ordinance shall be known and may be cited as the City of Cibolo, Texas Western Integrated Networks Cable Television System Franchise Ordinance of 2000. a. "Access Channel" means any non-commercial public, educational or government channels as defined by the Federal Communications Commissions ("FCC"). b. "Basic Service" shall mean any service tier which includes the retransmission of local television broadcast service, including the delivery of broadcast signals and programming originated over the network, covered by the minimum monthly charge paid by subscribers. Basic cable tier must include: (1) all local television broadcast stations carried on the system by virtue of the FCC's must -carry and retransmission consent provisions; (2) all public, educational and governmental ("PEG") access channels; and (3) any other local television broadcast stations carried on the system. C. "Broadcast," means the over -the -air transmission of electro -magnetic audio or video signals: d. "Cable Act" shall mean the Cable Communications and Policy Act of 1984, found in 47 U.S.C. § 521 et. seq., as amended. e. "CATV" or CATV system shall mean Cable/Broadband Telecommunications System as hereinafter defined. f. "Cable/Broadband Telecommunications System" shall have the meaning ascribed to the term "Cable System." under the Cable Act. g. "Cable Service" shall have the meaning ascribed to it under the Cable Act, including Internet access service, but shall not include the provision of telecommunications service, as otherwise defined. h. "City" means the City of Cibolo, Texas. PA i. "City Council" means the governing body of the City of Cibolo. "City Administrator" means the chief administrative officer of the City of Cibolo or his designated agent. k. "Cablecast'shall mean to distribute video programming over a cable television system. 1. "Channel' shall mean a band of frequencies six megahertz in width in the electromagnetic spectrum. in. "Converter" shall mean an electronic device capable of converting electronic signals to other than their original frequencies so as to eliminate interferences within television receivers of subscribers. n. "Dwelling unit" shall mean a room or suite of rooms, in a building or portion thereof, used for living purposes by one family. o. `Educational Authorities" shall mean those public or parochial school districts within the City of Cibolo, and/or those colleges and universities within the City of Cibolo, whether operating independently oc in unison in relation to the transmission or reception of programming through the CATV system. P. "Expanded Service" shall mean the level of service received by a CATV system subscriber for an additional charge over the Basic Service charge and which will allow for the capability to receive other services being offered by the grantee with the exception of pay television services, pay per view, per program, or other services for which an additional fee is charged, or limited access services. q. "FCC". shall mean the Federal Communications Commission. r. "Franchise" shall mean the authorization granted by this ordinance to construct, operate, and maintain a Cable/Broadband Telecommunications System in the corporate limits of the City of Cibolo. S. "Grantor" shall mean the City of Cibolo. t. "Grantee" shall mean Western Integrated Networks of Texas Operating L.P., a Delaware limited partnership, or its successors and assigns. U. "Gross Annual Revenues" shall mean all revenues derived by the Grantee, its affiliates or subsidiaries from and in connection with the operation of a Cable/Broadband Telecommunications System as authorized by this Franchise to provide Cable Service. For the purposes of this section, this tern shall include, but not be limited to, installation fees, fees for Basic Service and Expanded Basic Service, Fees for Premium Service, fees for any cable programming service, and any other subscriber fees, charges for lease of channels, revenue from advertising, fees, charged for carriage of programming on the system. The term shall not include any taxes or fees on services furnished by the Grantee, which is imposed directly on any subscriber or user by any city, state or other governmental unit and collected by the Grantee for such governmental unit. Revenue received by the City under this Franchise is not such a tax. V. "Person" shall mean any individual, firm, partnership, association, corporation, company, or organization of any kind. W. "Pay Television" shall mean the delivery over the Cable/Broadband Telecommunications System of video and audio signals in intelligible form to subscribers for a fee or charge over and above the charge for basic or expanded services, on a per program, per channel, or other subscription basis. X. "Premium Service" shall mean the same as pay television. Y. "Subscriber" shall mean a lawful recipient of services, which are delivered over the CATV system. Z. "Public Rights -of -Way" or "Right -of -Way" shall mean the surface of and the space above and below any public street, road, highway, freeway, lane path, public way or place, sidewalk, alley boulevard, parkway, drive or other easement now or hereafter held by the City and shall include other easements or rights of way as shall be now held or hereafter held by the City and its Grantee for the purposes of installing or transmitting cable television system transmissions over poles, wires, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, attachments, and other property as may be ordinarily necessary and pertinent to a cable television system. aa. "User" shall mean a person utilizing a cable television system channel for purposes of production or transmission of materials to subscribers. SECTION 2. Grant of Franchise. The City hereby grants to Western Integrated Networks of Texas Operating L.P. a Delaware limited partnership (hereinafter, together with any successor or assignee permitted hereunder, the "Grantee"), under the terms and conditions of this franchise, the non-exclusive right and privilege to erect, construct, maintain and operate in, upon, along, across, over, above and under the streets of the City and all extensions and relocations of, poles, wires, cables, underground conduits, manholes and other conductors and fixtures necessary for the maintenance and operation of a Cable System and the distribution of Cable Services. SECTION 3. Franchise Term. The franchise term and the rights, privilege and authority hereby granted shall take effect and be in force as of July, 26, 2000. This franchise shall continue in force and effect for a term of fifteen (15) years from the Effective Date, or until July 26, 2015. The date herein referred to, as the "Effective Date" of this franchise shall be July 26, 2000 SECTION 4. Transfer of Franchise, Sale of Grantee. a. Subject to Section 4b, this franchise shall be held in personal trust by the Grantee. No interest in this franchise shall be assigned, transferred, sold or disposed of and no sale, merger, consolidation or transfer of controlling ownership interest in the Grantee shall be permitted without the prior written consent of the City and then only upon such conditions as may be prescribed to guarantee the continued performance of the terms of this franchise by the Grantee's successor. The Grantee shall be authorized to change its name at any time and, subject to the requirements of the following sentence, may transfer this franchise to any entity which is a wholly owned subsidiary of the Grantee or which is wholly-owned by the Grantee's owner or owners. The transfer to a related entity described in the preceding sentence may be affected by the Grantee if the Grantee establishes to the reasonable satisfaction of the City that the transferee entity is sufficiently capitalized and experienced to operate and maintain the Cable System under the terms of this franchise. The Grantee shall give notice to the City of any such proposed change of name or transfer to any entity with such common ownership with the Grantee or a subsidiary of the Grantee at least sixty (60) days before the effective date of any such change or transfer. Any attempt to assign, transfer, sell, or dispose of this franchise or an interest in the Grantee except under the conditions of this Section 4a shall be void. b. The Grantee may assign, mortgage or pledge its interest or equity in the Cable System authorized by this franchise, or any part thereof, in connection with the financing of improvements or extensions to the Cable System authorized by this franchise, or as a general pledge of all the assets of its parent corporation, or those of its successors in interest, to provide major funding for its parent corporation. SECTION 5. Franchise Territory and Line Extension Policy. This franchise.shall be for the present territorial limits of the City and for any area hereafter added thereto during the term of this franchise. The Grantee agrees to extend Cable Service to all areas within the corporate limits of the City, which have a Residential Dwelling Unit density, which is or becomes twenty-five (25) dwelling units or more per cable plant mile required to provide service. The Grantee shall extend Cable Services to such areas and to areas annexed by the City subsequent to the Effective Date within twelve (12) months after the City notifies the Grantee that housing density in such area has reached twenty-five (25) Residential Dwelling Units per cable plant mile in such areas. SECTION 6. Use of Streets. a. The Grantee shall have the right to use the streets of the City for the construction, operation and maintenance of the Cable System as prescribed, regulated and limited by provisions of this franchise and by local, Texas and federal law, as in effect from time to time. b. All transmission and distribution structures, lines and equipment erected by the Grantee within the City shall be so located as to cause minimum interference with the proper use of streets and to cause minimum interference with the rights and reasonable convenience of property owners who adjoin said streets. The installation and/or construction of above ground structures, lines and equipment by Grantee shall require the prior approval of the City Administrator for aesthetic and location suitability, unless such structures, lines and equipment will be located on the same poles as existing electric, telephone or other CATV plant facilities. City approval shall not be unreasonably withheld. C. In sections of the City where the cables, wires and other like facilities of public utilities and other cable plant facilities are placed underground, the Grantee shall place its cables, wires or other like facilities underground. d. The Grantee shall comply with all permitting requirements of the City, including the payment of all permit fees and notice requirements, in connection with any proposed cut or disturbance of City streets. In case of the disturbance of any street, paved area or landscaped area by the Grantee, the Grantee shall, at its own cost and expense and in a manner approved by the City, replace and restore such street, paved area and/or landscaped area to as good condition as before the disturbance. If such restoration or replacement is not completed within thirty (30) days of the date of disturbance, or if the completed -work is reasonably found by the City to be unsatisfactory, the City, after written notice to Grantee, may repair or replace the inadequate work or complete the unfinished work and bill the Grantee for the cost of such work, including but not limited to the cost of labor, materials, supervisions, and overhead if Grantee fails to repair or replace the inadequate or unfinished work within a reasonable time. During the term of this franchise, the Grantee shall maintain the integrity of any paved surface over the Grantee's facilities, but only to the extent that such paved surfaces have been restored by the Grantee or by the City on the Grantee's behalf. e. If at any time during the period of this franchise the City shall elect to alter or change the grade of any street or construct any other public works which will disturb the cables or other facilities of the Grantee, the Grantee, upon reasonable written notice by the City, shall remove, relay and relocate its poles, wires, cables, underground conduits, manholes and other fixtures, as the case may be, at no expense to the City. f. The Grantee shall have the authority and duty to trim trees upon and overhanging streets and easements of the City so as to prevent the branches of such trees from coming in contact with the wires and cables of the Grantee, except that at the option of the City such trimming may be done by the City or under its supervision and direction at the expense of the Grantee if Grantee has failed after two (2) weeks' written notice to perform such work. City may at any time with the Grantee's concurrence perform such work at Grantee's expense. h. If during the term of this franchise, the City grants approval of plats for new developments, the City shall notify the Grantee or advise the developer to notify the Grantee of the timing of construction and location of trenching of rights-of-way and give the Grantee reasonable opportunity to place cable in such trenches. The City will make available to the Grantee copies of all plats for new developments approved by the City during the term of this franchise. L If at any time during the term of the franchise, the Grantee's cables, wires or other equipment or facilities should be damaged or destroyed, the Grantee shall promptly and (except for damage or destruction resulting from the negligence of the City or its employees) at the Grantee's expense and without cost to the City repair and restore such cables, wires or other equipment or facilities. Nothing herein shall prevent the Grantee or the City from seeking recovery, reimbursement or contribution from any third party which may have caused or contributed to the Grantee's or the City's damages or expenses. j. Upon the determination of Grantee, whenever practical, the Grantee will bore,"rather than trench in the public rights-of-way, to minimize disturbance in paved areas. The Grantee assumes responsibility for establishing to the City's reasonable satisfaction that trenching, rather than boring, is the most practical means of equipment installation, taking into account street construction and maintenance, due either to cost, maintenance or liability. The City agrees that approval to trench will not be unreasonably withheld. The Grantee will perform work involving disturbance of paved areas following approval from the City's Public Works Department, provided such approval shall not be withheld or delayed unreasonably. The Grantee, upon prior notice before paving, shall install conduit under street intersections during their construction and otherwise install cable during the development of subdivisions to help avoid unnecessary subsequent cutting of streets. SECTION 7. Franchise Fees. a. In consideration of the grant of a franchise under this ordinance, the Grantee shall pay to the City annually five percent (5%) of the Grantee's gross revenues, defined as all revenues received by the Grantee from all sources derived from or attributable to the operation of the cable television system and the cable television connections authorized by this franchise, including but not limited to installation fees, subscriber fees and pay television services but excluding any taxes or fees collected by the Grantee as required by law and wholly transmitted to a city, state, or federal government. Such payment shall be in addition to any other taxes, license fees or other fees or charges levied by the City on the Grantee, or agreed upon contractually elsewhere in this franchise or by separate agreement. The payment due to the City shall be computed and paid quarterly, based on the Grantee's fiscal year. The Grantee shall file with the City, within sixty (60) days after the close of each of the Grantee's fiscal quarters, a statement showing the gross revenues received by the Grantee during the immediately preceding quarter and the amount of the franchise fee then due. Payment of the franchise fee shall be remitted with such statement. A copy of the Grantee's income statement for the operation of the System herein authorized for the entire year, audited by an independent Certified Public Accountant, shall accompany the fourth-quarter payment for each year. b. The City shall have the right to inspect and audit the Grantee's income records and the right to recompute any amounts determined to be payable under this franchise. An audit of any fiscal year may be made at any time during the term of this franchise but limited only to the examination of the Grantee's books for the immediate preceding two (2) calendar years from the date of such audit request. Any additional amount due as a result of such audit, together with interest at the maximum interest rate permitted by law from the last day of the fiscal year from which such additional amount is due, shall be paid to the City within thirty (30) days following written notice to the Grantee by the City, which notice shall include a copy of the audit report. The cost of such audit shall be bome by the Grantee only if it is determined that franchise fees should be increased by three percent (3%) or more of the City's annual franchise fee received in the immediate preceding two (2) calendar years from the date of such audit. Should there be such a deficiency following an audit of the Grantee's books the City shall have the right during the term of this franchise to conduct a second audit examination of the Grantee's books which may, at the Grantor's option, extend to the time period ending with the last audit period that reflected a deficiency in the Grantor's expense by an independent accounting firm to be mutually agreed upon between the parties. Such an audit shall consist of a representation letter based on an examination of the franchise fee payment schedule. C. Acceptance of any payment by the City shall not be construed as a release or as an accord and satisfaction of any claim the City may have for further or additional sums payable as a franchise fee or for the performance of any obligation of the Grantee hereunder. SECTION 8. Liability and Indemnification. a. The Grantee shall indemnify and hold the city harmless from any and all losses sustained by the City on account on any tax, penalty, fine, costs, expense, suit, judgment, execution, claim or demand whatsoever against the City resulting from the Grantee's construction, operation or maintenance of the Cable System and/or any other negligent actions or omissions taken or not taken by the Grantee in connection with this franchise. The Grantee may, and if requested in writing by the City, undertake the defense of any claim, action or proceeding for which the City is indemnified under this Section, and, thereafter, the Grantee shall not be liable to the City for any legal or other expenses of the City other than reasonable costs subsequently incurred by the City at the request of the Grantee in connection with the defense thereof. The Grantee shall not be liable for the settlement of any such claim, action or proceeding effected without its prior written consent. The City shall give the Grantee prompt notice of any claim, action or proceeding against it upon which the City may seek indemnity hereunder. b. The Grantee shall carry, throughout the term of this franchise, personal and property damage liability insurance with insurance companies qualified to do business in the State of Texas. Such insurance shall show the City as an additional insured parry. The amounts of such insurance to be carried for liability due to property damage shall be $500,000 as to any one occurrence, and against liability due to injury or death of a person $2,000,000 as to any one person and $5,000,000 as to any one occurrence. A certificate or certificates of insurance shall be filed and maintained with the City during the term of this franchise. The Grantee agrees that, at the end of the fifth and tenth complete fiscal years following the Effective Date of this franchise, it will increase the amounts of insurance required to be maintained by the Grantee under this Section 8b in accordance with an opinion of a qualified insurance consultant agreed to by the City and the Grantee stating that such amounts should be increased. SECTION 9. Performance Evaluations. The City Council shall have the right under this franchise at any time to review the performance of the Grantee hereunder and to ascertain that all provisions of this franchise are being fully and faithfully carried out. The City Council may conduct formal performance evaluations of the Grantee's Cable System and the Cable Services on or about the fifth, ninth and thirteenth anniversary of the Effective Date of this franchise. The City shall permit the Grantee to be involved in and comment on establishing the method and format of such evaluation prior to the evaluation. SECTION 10. Revocation and Termination of Franchise. a. The City shall have the right to revoke and terminate this franchise only if the Grantee has (1) taken or permitted an act described in Section 14c or committed a series of material violations of this franchise such as to indicate that the Grantee is unable or unwilling to comply with the material terms of this franchise, and the Grantee has failed to take reasonable steps to correct or desist from the violations within a reasonable time after due written notice has been given to the Grantee by the City, or (2) if the Grantee files in any court a petition of voluntary bankruptcy or is involuntarily adjudged bankrupt in any court of competent jurisdiction or is placed in receivership or trusteeship or (3) if the Grantee's title and interest in the Cable System authorized by this franchise or in this franchise is taken by judicial or non judicial execution or is forfeited or subject to forfeiture before any court. b. If at any time the City has reason to believe that the Grantee is in jeopardy of having this franchise revoked and terminated for any reason, the City shall so notify the Grantee in writing, and order the Grantee to show cause before the City Council within thirty (30) days of such notice why such revocation or termination should not take place. If the Grantee fails to show cause, or in any case if the City reasonably finds (1) that any of the causes set forth in Section 10a are applicable, (2) that adequate notice has previously been given and (3) that the Grantee has failed to correct the defects or violations as required, the City may, by majority vote of the City Council, declare this franchise to be revoked and terminated. SECTION 11. Customer Service Standards. a. The Grantee shall maintain an office reasonably accessible to residents of the City who are subscribers of the Cable System and which shall be open during normal business hours, have a listed telephone number and be so operated that complaints and requests for repairs or equipment adjustments may be received at any time. The Grantee shall provide for regular billing of accounts. b. The Grantee shall furnish to each new subscriber, at the time service is installed, a written statement that clearly sets forth procedures for placing trouble calls or requesting equipment adjustments, and an annual reminder that the subscriber can call or write the City if the Grantee fails to respond to the subscriber's request for installation, service or equipment adjustment within a reasonable period of time. C. The Grantee shall respond to requests for service on the same business day if the request is received prior to 2:00 p.m. in the case of a system outage or service interruption. In no event shall the response time for calls received later than 2:00 p.m. exceed twenty-seven (27) hours. d. The Grantee may interrupt Cable System service after 7:00 a.m. and before 1:00 a.m. only with good cause and for the shortest time possible and, except in 10 emergency situations only after giving notice to subscribers that Cable Service will be interrupted. Cable Service may be interrupted between 1:00 a.m. and 7:00 a.m. for routine testing, maintenance and repair, without notification, any night except Friday, Saturday or Sunday, or the night preceding a holiday. e. Whenever service to any subscriber of the Cable System is interrupted for any period of time in excess of twenty-four (24) consecutive hours, or the Grantee violates the service standards then in effect recommended by the National Cable Television Association, and such interruption or violation is known to the Grantee in addition to all other refunds and penalties due pursuant to federal law or regulation, the subscriber, upon written request, shall receive a rebate of one -thirtieth (1/30`h) of his monthly subscription fee for each day or part thereof from the time service is interrupted or service standards are violated until service is restored or corrected. For purposes of this Section, "interruption of service" means that a subscriber is not receiving all subscribed -for services. f. The Grantee shall maintain records listing date and time of trouble and service complaints, identifying the subscriber and describing the nature of each complaint and what action was taken by the Grantee in response thereto. Such records shall be available for inspection by a representative of the City at any time during regular business hours. Upon written request of the City, the Grantee shall use its best efforts to develop a summary of such report for each fiscal quarter for inclusion with the payment and report due under Section 7a. g. The programming available on the Cable System on the Effective Date are identified on Exhibit A attached hereto. The Grantee shall fife all changes in channel space allocation and rates with the City at least thirty (30) days' in advance of the effective date of such change and shall provide customers of the Cable System with at least thirty (30) days' prior notice of channel space allocation and rate changes. SECTION 12. Technical Standards and Reports. a. Technical standards shall be maintained in compliance with Federal Communications Commission Rules and Regulations 47 C.F.R., Part 76, Subpart K, as amended from time to time. b. If, during the term of this franchise, Grantee develops, builds or obtains . the ability to provide other forms of cable television services not currently being provided, and such new services are offered and provided to either residential or commercial subscribers in the City, and if such services are subscribed to by residential or commercial subscribers, then, Grantee shall provide at least one (1) service connection to provide such service to Grantor's facilities as set forth in Section 18(a) herein. Provided however, that Grantee shall be under no obligation to continue to provide such new service(s) to Grantor if Grantee ceases to offer or provide such new service(s) to either resident or commercial subscribers in the City. 11 C. The Grantee shall advise the City with its quarterly report of any major changes in federal and/or Texas law and regulation relating to the cable industry and any significant advances in technology in the cable industry relating to the quality and quantity of services which may be available and shall promptly inform the City of the implementation of any interconnect with another cable system. d. The Grantee shall arrange for its representatives to meet at least once each fiscal year with representatives of the City to provide additional information which the Grantee believes is useful to the City in connection with the Cable System and to respond to inquiries from the City in connection with the Cable System and this franchise. SECTION 13. Parental Control of Programs. The City and the Grantee agree that public concern has been expressed regarding the reception in subscribers' homes of television programs that are offensive to some persons, that are intended for viewing by adults and that are believed by some persons to be detrimental to the community's cultural values. Accordingly, the City and the Grantee agree that a public interest exists and that there is a need for certain services to permit parents to exercise greater control over the television programs watched by their children. Therefore, the Grantee agrees as follows: (a) The Grantee shall provide a locking device to any subscriber of the Cable System, at the subscriber's request, which when locked electronically or by a key will prevent the television set from being tuned to any channel designated by the subscriber. The Grantee shall have the right to charge an amount equal to its cost of providing said locking device. SECTION 14. Books and Records. a. The Grantee's books of account and records of its business and operations under and in connection with this franchise shall be maintained and available at the Grantee's office in San Antonio, Texas. b. The City shall have access upon reasonable advance written notice and at reasonable times to review all of the Grantee's books of account and records of its business and operations in Cibolo to the extent reasonably necessary to enforce the terms of this franchise. C. Any intentional false entry in the books of account or records of the Grantee or any intentional false statement in the reports to the City as to a material fact, knowingly made by the Grantee, shall constitute a major violation of this franchise. Unintentional errors in such books and reports shall not constitute a violation. IM SECTION 15. Severability. If any portion of this franchise is for any reason held invalid or unconstitutional by a court of competent jurisdiction or is superseded or preempted by any State of Texas or federal law or regulation, such portion shall be deemed a separate, distinct and independent provision and shall not affect the validity or effectiveness of the remaining portions hereof. SECTION 16. Force Majeure. When any provision or condition to be performed by the grantee under the terms of this franchise is prevented, delayed or interrupted by lack of labor or materials caused by conditions beyond the reasonable control of the Grantee, or by fire, storm, flood, war, rebellion, insurrection, sabotage, riot or strike, or by failure of carriers to transport, make delivery or furnish facilities for transportation, or as a result of some law, order, rule, regulation or necessity of governmental authority, whether local, state or federal, or as the result of some law, order rule, regulation or necessity of governmental authority, whether local, state or federal, or as the result of the filing of a suit by the City against the Grantee (unless the Grantee is ultimately determined in such litigation to have been in material violation of this franchise and Grantee has failed to cure such breach), in which the Grantee's franchise may be affected, or as a result of any cause beyond the reasonable control of the Grantee, this franchise shall remain in full force and effect. The Grantee shall not be liable for any breach of any express or implied covenant or obligation under this franchise when the same is prevented, delayed or interrupted, provided that Grantee shall make a good faith effort to carry out or complete, as the case may be, its duties and obligations hereunder in a timely manner. SECTION 17. Regulation The City shall automatically have all of the rights, benefits and powers granted to municipalities under federal or State of Texas cable television laws or regulations in effect and as amended during the term of this franchise, including specifically all powers or rights to regulate cable television rates, services and programming, as if such laws and regulations were incorporated herein. Any other matters permitted by such enactments or amendments shall be negotiated in good faith by the City and the Grantee. SECTION 18. Publicly Owned or Leased Facilities and Public Service Broadcasting. . a. The Grantee shall provide at least one service connection in each of the following locations: 13 1. all municipal buildings or facilities as may be now or hereinafter designated by the City Administrator or his agent; 2. all public and parochial school buildings as may be designated now or hereinafter by the City Administrator; and 3. each classroom building of each college or university in the City. Such service connections shall be provided to buildings as designated by the City Administrator within at least three (3) months of the date service is available to such building. In addition, a converter to provide the capability of receiving basic and expanded basic service only shall be provided to each such location. Connection and services provided hereunder shall be for public non-commercial use only. b. No charge shall be made by the Grantee for the installation, disconnection (when reasonably requested) reconnection (when reasonably requested), monthly services and/or maintenance of equipment authorized by Section 18a., provided, however, Grantee shall not be required to make sure installations if line extension in excess of 300 feet would be required. C. Grantee agrees to include in its Cable Broadband Telecommunications System a regionally operated Emergency Broadcast System with the capability to introduce an audio and video message on the Cable System in times of public emergency, and to provide that such override may be introduced from a City facility. d. The Grantee shall provide locally -originated programming each week and shall meet or exceed all such programming requirements or recommendations of the Federal Communications Commission or applicable State of Texas or federal law or regulation. The Grantee may produce such programming itself or may rely on local groups to produce such programming with technical assistance from the Grantee. The Grantee agrees to permit the City, at its options, to participate in the formation and operation of a broadly representative advisory board to help implement community involvement in local origination production and use of public access channels. The Grantee shall provide and maintain a studio in San Antonio, Texas or in another location at Grantee's option reasonably accessible to residents of the City for the purpose of local program production and origination. SECTION 19. Waiver The waiver by either party of a breach or violation of any provision of this agreement shall not operate as or be construed to be a waiver of any subsequent breach of any provision of this agreement. To the contrary, such conduct shall not be considered a 14 waiver to either party to future performance of any such provisions of this agreement, and the obligations of the parties to such future performance shall continue in full force and effect. PASSED AND ADOPTED THE DAY OF 2000. MAYOR (The remainder of this page left intentionally blank.) 15 ACCEPTANCE The undersigned duly authorized officer of Western Integrated Networks of Texas Operating L.P., d/b/a Western Integrated Networks, LLP does hereby unconditionally accept on behalf of Western Integrated Networks of Texas Operating L.P. the terms of Ordinance No. 515, effective through July 26, 2015 granting Western Integrated Networks a cable television franchise for the City of Cibolo, Texas. COMMONWEALTH OF ACCEPTED this 8`' day of July, 2000 Western Integrated Networks of Texas Operating L.P. By: WIN of Texas GP, LLC COUNTY OF BERKSHIRE ) BEFORE ME, the undersigned authority, on this day personally appeared William J. Mahon, Jr., Sr. Vice President of WIN of Texas GP, LLC and of Western Integrated Networks of Texas Operating L.P., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed. 2000. GIVEN UND &4V1Y HAND AND SEAL THIS 8TH DAY OF JULY, Not Publ2c M Commission Expires: // -/ 7- do a IN No Text