15.1 Entire Agreement. This Franchise Agreement including the Exhibits attached hereto, contains the entire agreement between the parties and all prior franchises, negotiations and agreements are merged herein and herby superseded, except that any obligation of Company to indemnify City under a prior franchise or agreement shall be continuing as to those matters (if any) occurring during the term of said prior franchise or agreement on which Company was obligated to indemnify City.
15.2 Notices. Except as otherwise specified herein, all notices, consents, approvals, requests and other communications (herein collectively "Notices") required or permitted under this Franchise Agreement shall be given in writing and mailed by registered or certified first-class mail, return receipt requested addressed as follows:
If to City:
City Manager
100 N Caldwell Ave.
Paris, TN 38242
If to Company:
Vice President Government Relations or Charter Communications
Charter Communications 906 South 12th Street
12405 Powerscourt Drive Murray, KY 42071
St. Louis, MO 63131
All notices shall be deemed given on the day of mailing. Either party to this Franchise Agreement may change its address for the receipt of Notices at any time by giving notice thereof to the other as provided in this Section. Any notice given by any party hereunder must be signed by an authorized representative of such party.
15.3 Conferences. The parties hereby agree to meet at reasonable times on reasonable notice to discuss any aspect of this Franchise Agreement, the provision of Cable Services or the Cable System during the term of this Franchise Agreement.
15.4 Governing Law. This Franchise Agreement shall be construed pursuant to the laws of the State of Tennessee and the United States of America.
15.5 Waiver of Compliance. No failure by either party to insist upon the strict performance of any covenant, agreement, term or condition of this Franchise Agreement, or to exercise any right to term or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Franchise Agreement, but each and every covenant, agreement term or condition of this Franchise Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.
15.5.1 City may waive any obligation of Company under this Franchise Agreement, in whole or in part, at any time. This includes, but is not limited to, instances of a claim or showing by a Company that the costs associated with the provision being waived would increase the rates Company is legally allowed to charge subscribers, such as a claim that such costs are an "external cost" which allow Company to increase its rates under the FCC rules.
15.6 Independent Contractor Relationship. The relationship of Company to City is and shall continue to be an independent contractual relationship, and no liability or benefits, such as worker's compensation, pension rights or liabilities, insurance rights or liabilities or other provisions or liabilities, arising out of or related to a contract for hire or employer/employee relationship, shall arise or accrue to either party or either party's agents or employees as a result of the performance of this Franchise Agreement.
15.7 Severability. If any section, paragraph, or provision of this Franchise Agreement shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph, or provision shall not affect any of the remaining provisions of this Franchise Agreement.
15.8 Effective Date. This Franchise Agreement shall be effective as of ("Effective Date"). Any prior franchise shall terminate as of midnight of the day immediately preceding the Effective Date of this Franchise Agreement.
15.9 FCC Rules. A copy of FCC Rule 76.309 as in effect on the date of this Franchise Agreement is attached hereto as Exhibit L. A copy of FCC Rule 76.501 as in effect on the date of this Franchise Agreement is attached hereto as Exhibit K.
15.10 Captions. All captions are for convenience of use and have no substantive effect, except for those captions in the Definitions Section of this Franchise Agreement.
15.11 Conflicts. In the event of a conflict between this Franchise Agreement and the provision of any prior franchise or any franchise, permit, consent agreement or other agreement with Company, the provisions of this Franchise Agreement shall control.
15.12 Force Majeure. In the event Company's performance of any to the terms, conditions or obligations required by this Franchise Agreement is prevented by a cause or event, not within Company's reasonable control, it shall be deemed excused for the period of such inability and no penalties or sanctions shall be imposed as a result thereof. Causes or events not within the control of Company shall include acts of God, strikes, sabotage, riots or civil disturbances, failure or loss of utilities, explosions, acts of public enemies and natural disasters.
15.13 Franchise Agreement Accepted. Company further acknowledges by acceptance of this Franchise Agreement that it has carefully read the terms and conditions of this Franchise Agreement and any applicable cable ordinance of City and accepts the obligations imposed thereby regardless of whether such obligations are contained in the Franchise Agreement or such cable ordinance, or both. As of the Effective Date, and without waiving any rights Company may have to challenge the lawfulness or enforceability of this Franchise Agreement or ordinances in the future, Company does not contend that any provisions of the Franchise Agreement is unlawful or unenforceable, nor is it aware of any ordinance which contends is lawful or unenforceable.
15.14 Waiver of Compliance. No failure by either party to insist upon the strict performance of any covenant, agreement, term or condition of this Franchise Agreement, or to exercise any right, term or remedy upon a breach thereof shall constitute a waiver of any such breach or such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Franchise Agreement, but each and every covenant, agreement, term or condition of this Franchise Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.
15.15 Specific Rights Reserved by City. In addition to any other rights reserved to City this Franchise Agreement is subject to the right City:
15.15.1 To revoke the Franchise Agreement for misuse, non-use, or the failure to comply with the material provisions of any applicable cable ordinance of City, as such may be supplemented or amended from time to time, or any other material local, State or Federal laws or regulations, subject to the procedures set forth in Parts 11, 12, and 13.
15.15.2 To require proper and adequate extensions of the Cable System and Cable Services and maintenance thereof at the highest practicable standard of efficiency.
15.15.3 To establish reasonable standards of Cable Service and quality of products, and to prevent unjust discrimination in Cable Service or rates.
15.15.4 To require continuous and uninterrupted service to the public in accordance with the terms of this Franchise Agreement throughout the entire period hereof.
15.15.5 To control and regulate the use of its streets, alleys, bridges, streets. Public Ways, and public places and other public property and the space above and beneath them.
15.15.6 15.17 Through its appropriately designated representatives, to inspect all construction or installation work performed subject to the provisions of this Franchise Agreement or any cable ordinance of City and to make such inspections as it shall find necessary to insure compliance with the terms of this Franchise Agreement, such cable ordinance, and other pertinent provisions of law.
15.15.7 15.18 At the expiration of the term for which this Franchise Agreement is granted, and absent a renewal of it, or upon the revocation of the Franchise Agreement, to require the Company to remove at its own expense any and all aerial portions of the Cable System from the streets and Public Ways within City.
16. This ordinance and Franchise Agreement shall be signed and executed by a duly authorized representative of Charter Communications LLC and shall take effect upon third reading approval of City Council.
PARIS CITY COMMISSION
By:
Mayor
First Reading: ___________________________
Second Reading: __________________________
CHARTER COMMUNICATIONS, LLC
By
____________________________________________
EXHIBIT A
CABLE SYSTEM DESCRIPTION
The Cable System shall meet the requirements set forth below.
1. For both analog and digital multicast service the video signal delivered to the subscriber shall meet or exceed the FCC standards for signal quality set forth at 47 CFR § 76.601.
2. Subscribers shall be grouped into nodes that are arranged geographically. Node sizing shall average no more than 1,000 homes served. From each node, coaxial cable shall be used to deliver all information streams to and from subscribers; optical cable shall be used to carry upstream and downstream communication from Company's headend to the node.
EXHIBIT B
CONTRIBUTIONS IN AID OF CONSTRUCTION
Example 1: Subscriber 1 pays $1,000 for a line extension in year one. In year two, a second subscriber is added to the extension. Even with both subscribers the homes per mile standard for a free extension is not met. Company in year two collects $333 ($1,000/2 less 33%) from subscriber 2 and pays it to subscriber 1.
Example 2: Subscriber 1 pays $1,000 for a line extension in year 1. In year 3, two subscribers are added to the extension and with both the homes per mile standard for a free extension it met. Company in year three collects zero from subscribers 2 and 3 but refunds $333 ($1,000 less 66%) to subscriber 1.
EXHIBIT C
W. G. Rhea Elementary School
115 South Wilson Street
Paris, TN
Paris Elementary School/Paris Civic Center
650 Volunteer Drive
Paris, TN
W. O. Inman Middle School
400 Harrison Street
Paris, TN
Henry County High School
315 South Wilson Street
Paris, TN
Henry County High School/Grove Campus
215 Grove Boulevard
Paris, TN
Tennessee Technology Center
312 South Wilson Street
Paris, TN
W. G. Rhea Public Library
400 West Washington Street
Paris, TN
City of Paris/City Hall
100 North Caldwell Street
Paris, TN
City of Paris/Police Department
100 North Caldwell Street
Paris, TN
City of Paris/Fire Department
303 Tyson Avenue
Paris, TN
Henry County Sheriff's Department
210 Forrest Heights
Paris, TN
Paris-Henry County Heritage Center
614 North Poplar Street
Paris, TN
(Ord. #1009, 03/06/03)