ZONING REGULATIONS OF THE CITY OF
HILSHIRE VILLAGE, TEXAS

As amended through Ordinance 485
adopted June 16, 1998

ORDINANCE NO. 108

AN ORDINANCE OF THE CITY OF HILSHIRE VILLAGE TEXAS, ORIGINALLY ADOPTED MARCH 17, 1964, AS AMENDED BY ORDINANCE NO. 250, ADOPTED MARCH 8, 1979, AND AS AMENDED (AND RENUMBERED, REORGANIZED, AND REPRINTED) BY ORDINANCE NO. 381, ADOPTED DECEMBER 3, 1991; PROVIDING FOR AND ESTABLISHING ZONING REGULATIONS AND DISTRICTS IN THE CITY OF HILSHIRE VILLAGE, TEXAS, IN ACCORDANCE WITH A COMPREHENSIVE PLAN, REGULATING AND RESTRICTING THE SIZE, TYPE AND CHARACTER OF CONSTRUCTION OF BUILDINGS AND OTHER STRUCTURES; THE PERCENTAGE OF LOTS THAT MAY BE OCCUPIED, THE SIZE OF LOTS, YARDS, AND OTHER OPEN PLACES; THE DENSITY OF POPULATION, THE LOCATION AND USE OF BUILDINGS AND STRUCTURES; DIVIDING THE WHOLE CITY INTO RESIDENTIAL AND BUSINESS DISTRICTS AS THEREIN SET FORTH, REGULATING AND RESTRICTING THE ERECTION, CONSTRUCTION, RECONSTRUCTION, ALTERATION, REPAIR, AND USE OF BUILDINGS, STRUCTURES AND LAND WITHIN SUCH DISTRICTS AND PROVIDING UNIFORM REGULATIONS FOR THE SEVERAL CLASSES AND KIND OF BUILDINGS AND STRUCTURES, THE TYPE AND CHARACTER OF CONSTRUCTION AND USES WITHIN SUCH DISTRICTS-PRESCRIBING CERTAIN REGULATIONS FOR ALL DISTRICTS; DEFINING CERTAIN OF THE TERMS IN SUCH ORDINANCE; REGULATING AND RESTRICTING SIGNS IN RESIDENTIAL DISTRICTS; RESTRICTING INTERFERENCES WITH VISIBILITY AT STREET INTERSECTIONS, PROVIDING FOR NON-CONFORMING USES, BUILDINGS, STRUCTURES, AND LAND; PROVIDING FOR CERTAIN EXCEPTIONS; PROVIDING FOR ADMINISTRATION OF THE ORDINANCE; PROVIDING FOR BUILDING PERMITS AND CERTIFICATES OF OCCUPANCY; PROVIDING FOR A BOARD OF ADJUSTMENT AND DEFINING THE POWERS AND PROCEDURE THEREOF; PROVIDING FOR PENDING LITIGATION AND VIOLATIONS; PROVIDING FOR SEVERABILITY; PROVIDING FOR CONSTRUCTION IN CASE OF CONFLICT WITH OTHER RESTRICTIONS; PROVIDING FOR EFFECT WHERE IN CONFLICT WITH OTHER ORDINANCES; PROVIDING THE METHOD TO BE FOLLOWED IN AMENDING THE ORDINANCE; PRESCRIBING A PENALTY OF NOT MORE THAN TWO THOUSAND DOLLARS ($2,000) PER OFFENSE FOR VIOLATIONS; PROVIDING FOR THE REPEAL OF ORDINANCE NO. 11 AS ADOPTED MARCH 22, 1956, ORDINANCE NO. 102 AS ADOPTED JULY 16, 1963, ORDINANCE NO. 103 AS ADOPTED NOVEMBER 13, 1963, ORDINANCE NO. 104 AS ADOPTED NOVEMBER 19, 1963, AND ORDINANCE NO. 361 AS ADOPTED AUGUST 21, 1990, AND PROVIDING THE REPEAL OF ALL OTHER INCONSISTENT OR CONFLICTING ORDINANCES.

01:00 FINDINGS

The City Council of the City of Hilshire Village, Texas, hereby finds and determines:

That in the manner specified by law the City Council of the City of Hilshire Village has zoned the City, after adoption of its Zoning Ordinance and the amendments thereto, in accordance with the zoning laws of this State as set forth in Chapter 211 of the Texas Local Government Code, as amended; that the City is now and has been zoned in accordance with a Comprehensive Plan; that the City of Hilshire Village, Texas, is a residential suburb of the City of Houston, Texas, and a great part of the property within its limits has been restricted to private residential purposes by the owners thereof; that the City is primarily suburban and residential In nature, with a large number of homesites in excess of 10,000 square feet and the majority substantially larger than those in the adjoining City of Houston, Texas, that there now exist within the City limited commercial business activities and establishments and only two multiple dwelling units; that it is very close to highly developed commercial, industrial, business, and multiple family districts lying in the City of Houston and its suburbs; that the number and proximity of such business, multiple family, commercial and industrial establishments not only make it unnecessary that any additional portion of the City of Hilshire Village, be zoned for commercial, business, industrial, or multiple dwelling use, but also indicate that some now zoned for business use, having been only little devoted to such use during the past years and being mainly used for residences should be so zoned; that the City does not have a fire department of its own but relies on the efforts of an independent fire department headquartered outside of its borders, supported in part by Hilshire Village, but not under the control of the City; that the problems of surface drainage and transportation, health, safety, and welfare are difficult for the City to cope with unless it remains suburban with a limited population density and with no substantial increase in the burden of services imposed on the City to maintain health, safety and general welfare; that the area is heavily wooded, which by hindering air circulation prevents the rapid escape of moisture by evaporation and also increases the difficulty of fighting and controlling fires; that the City does not have its own facilities for collection or disposal of garbage and refuse but depends upon private contracts for garbage collection and disposal; that the City purchases water from the City of Houston and contracts with the City of Houston for sanitary sewer disposal; that the City contracts with the City of Spring Valley, Texas, for police services for maintaining law and order, and protecting persons and property within the City; and that in view of these factors, as well as others which could be enumerated, the health, safety, morals and general welfare of the inhabitants of the City of Hilshire Village, Texas, will be promoted by lessening congestion on the streets, securing greater safety from fire, panic, and other dangers, providing more adequate light and air, preventing the overcrowding of land, avoiding undue concentration of population, facilitating more adequate provisions for sanitation, transportation, safety, water, sewers, and other public improvements through the enactment of this Ordinance.

02:00 DEFINITIONS

For the purpose of this Ordinance, the following words and terms as used herein are defined;

02:A-01 Accessory use: "Accessory use" shall mean any use which serves and is subordinate and incidental to the principal use of any building or lot.

02:A-02 Accessory building: "Accessory building" shall mean a subordinate building, not including a carport or garage, the use of which building is clearly an accessory use.

02:A-03 Attic: The area between the roof and the ceiling of the rooms below that is not habitable or that does not have an interior stairway. Improvement to habitable status shall make the attic space an attic story.

02:A-03.1 Attic story: Any attic space made habitable by improvement or any new construction of a habitable area located above the story below.

02:B-01 Balcony: An elevated platform projecting from the wall of a building and enclosed by a railing or parapet.

02:B-02 Building: "Building" shall mean any structure used or intended for supporting or sheltering any use or occupancy.

02:B-03 Building area, total: "Total building area" shall mean the sum of areas taken on a horizontal plane at grade level of the main building and all accessory buildings, exclusive of uncovered porches, terraces, steps, pools, walks, drives, and parking areas.

02:B-04 Building area, net: "Net building area" shall mean the enclosed building area taken at grade level of the main building, exclusive of garage, carport, covered porches, breezeways and accessory buildings.

02:B-05 Building height: "Building height" shall mean the vertical distance above a reference datum (established below) measured to the highest point of: the coping of a flat roof; the deck line of a mansard roof; the highest ridge of a gabled, pitched or hipped roof; or the highest point of the building. The reference datum shall be selected by either of the following, whichever yields a greater building height:

1.

The elevation of the highest adjoining public sidewalk or natural ground surface within a 5-foot horizontal distance of the exterior wall of the building when such sidewalk or ground surface is not more than 10 feet above lowest grade.

2.

An elevation 10 feet higher than the lowest grade when the sidewalk or ground surface described in Item 1 above is more than 10 feet above the lowest grade.

The height of a stepped or terraced building is the maximum height of any segment of the building.

02:B-06 Building line or building setback line: "Building line" or "building setback line" shall mean a line, recorded on a property plat map parallel to a property line at a required distance (setback) from said property line which signifies that between such building line" and parallel property line no building foundation or wall shall be constructed.

02:C-01 Constructed: "Constructed" shall mean the construction, erection, any other method of placement of a structure on a Lot.

02:C-02 Customary home occupation: "Customary Home Occupation" shall mean any occupation, not involving the conduct of a business, customarily carried on in a single family dwelling as an incidental but not the principal use thereof.

02:C-03 Carport: "Carport" shall mean a roofed structure that is open on at least two (2) sides and designed for the primary purpose of storing the residents' vehicles.

02:D-01 Dwelling: "Dwelling" shall mean any building which contains one "Dwelling Unit" used, intended, or designated to be built, used rented, leased, let or hired out to be occupied, or which is occupied for living purposes.

02:D-02 Dwelling unit: "Dwelling unit" shall mean a single unit providing complete independent living facilities for one or more persons including permanent provisions for living, sleeping, eating, cooking and sanitation.

02:F-01 Family: A "family" is one (1) or more persons occupying a dwelling and living there as a single housekeeping unit, as distinguished from a group occupying a boarding house, lodging house, club, fraternity or sorority house, motel, hotel, apartment, duplex or multi-family dwelling.

02:F-02 Fence: The term "fence" as used in this chapter shall mean any constructed barrier in a yard or courtyard.

02:F-03 Floor area, total: "Total floor area" shall mean the sum of the enclosed areas of the main building, measured by taking the outside dimensions of the building at each floor level, excluding the floor areas of garages, porches, basements, and attics.

02:G-01 Garage, private: "Private garage" shall mean a building or portion of a building, in which only motor vehicles used by the occupants of the dwelling on the premises are stored or kept.

02:G-02 Garage, attached: "Attached garage" shall mean a garage which has at least ten (10) feet of continuous, uninterrupted wall in common (to both floors if two (2) story) with the building to which it is attached, excluding enclosed or unenclosed hallways, breezeways, or offset rooms from consideration as a means of attachment.

02:G-03 Garage, detached: "Detached garage" shall mean a garage which is not an attached garage; provided, further, a detached garage shall not mean or include a carport. No wall of a detached garage shall be located less than three (3) feet from an outside wall of the main building. A detached garage may be connected to the main building by a walkway covering; provided, however, such covering shall not be more than six (6) feet in width. Any garage or projection thereof located within less than three (3) feet of the main building or any projection thereof shall be deemed to constitute a portion of such main building.

02:H-01 Habitable room: "Habitable room" shall mean any room meeting the requirements of the City Building Code for sleeping, living, cooking, or dining purposes, excluding such places as closets, pantries, bath or toilet rooms, hallways, laundries, storage spaces, utility rooms and similar places.

02:L-01 Lot: "Lot" shall mean any plot, tract, or parcel of land occupied or intended to be occupied by one building or unit group of buildings, including such open spaces as are required by this ordinance, and having frontage on a street or place.

02:L-02 Lot area: "Lot Area" shall mean the total horizontal area within the property lines of a lot.

02:L-03 Lot front: "Lot front" shall mean the street side of the lot toward which the facade of the main building faces.

02:N-01 Non-conforming building: "Non-conforming building" shall mean any structure or building which does not by virtue of design, placement, materials, orientation conform to the regulations in the District in which it is situated.

02:N-02 Non-conforming use: "Non conforming use" shall mean any use of any structure, building or land existing legally at the time of the adoption of the City of Hilshire Village Zoning Ordinance or on the date of the adoption of any amendment thereto which does not by reason of use conform to the regulations of the district in which it is situated.

02:P-01 Park or parking: The standing or halting of a vehicle, whether occupied or not, otherwise than temporarily for the purpose of and while actually engaged in loading or unloading merchandise or Passengers, as that term is defined in Vernon's Annotated Texas Civil Statutes, Article 6701d, as amended.

02:P-02 Paved surface: Any surface paved or covered with asphalt or concrete, excluding unconsolidated asphalt or concrete debris, to establish a permanent paved area for the use of vehicles.

02:P-02.1 Pitched roof: A roof with a sloping surface with each plane pitched at a vertical to horizontal height no less than four to twelve (4:12) over eighty percent (80%) of the area of all roof surfaces as measured from plan view.

02:P-03 Pool: Any constructed or prefabricated swimming pool, spa, hot tub, or spa pool.

02:P-04 Porte-cochere: "Porte-cochere" shall mean a projection of the main building which is a component part of and a continuation of the main building, of the same construction as the main building, open on two (2) or more sides, and designed to drive vehicles through for the purpose of allowing persons and property protection from the elements.

02:S-01 Setback (or set back): "Setback" shall mean the required distance between the outermost portion of any structure and the property line, exclusive of allowed overhang.

02:S-02 Structure: "Structure" shall mean that which is built or constructed, an edifice or building of any kind, or a piece of work artificially built up or composed of parts joined together in some definite manner.

02:S-03 Structural alteration: "Structural alteration" shall mean any change in the supporting members of a structure, such as, but not limited to, bearing walls, rafters, joists, columns, beams, girders, or poles; or any substantial change in the walls, roof or floors.

02:S-04 Structure height: "Structure height" shall mean the vertical distance above a reference datum measured to the highest point of the structure. The reference datum shall be selected by either of the following, whichever yields a greater height of structure:

1.

The elevation of the highest adjoining public sidewalk or natural ground surface within a 5-foot horizontal distance of the structure when such sidewalk or ground surface is not more than 10 feet above lowest grade.

2.

An elevation 10 feet higher than the lowest grade when the sidewalk or ground surface described in Item 1 above is more than 10 feet above the lowest grade.

02:S-06 Street: "Street" shall mean a right-of-way, however designated, which provides vehicular circulation and access to adjacent property.

02:S-07 Special exception: "Special exception" shall mean an exception granted, by the Board of Adjustment, only when the specific terms of this Zoning Ordinance addressing the subject are met. The special exception must be specifically identified by the Zoning Ordinance, and the specific criteria for granting the special exception must be stated by the Zoning Ordinance.

02:S-08 Story: "Story" shall mean that portion of a building included between the upper surface of any floor and the upper surface of the floor next above, except that the topmost story shall be that portion of a building included between the upper surface of the topmost floor and ceiling or roof above. If the finished floor level directly above a usable or unused under-floor space is more than six feet (6 ft.) above grade as defined herein for more than fifty percent (50%) of the total perimeter, or is more than twelve feet above grade as defined herein at any point, such usable or unused under-floor space shall be considered a story.

02:S-09 Story, dwelling: "Dwelling story" shall mean that portion of a building included between the upper surface of any floor and the upper surface of the floor next above, except that the topmost story shall be that habitable portion of a building included between the upper surface of the topmost floor and ceiling or roof above.

02:S-10 Shall: "Shall" is mandatory and not discretionary.

02:S-11 Stand or Standing: The halting of a vehicle, whether occupied or not, otherwise than temporarily for the purpose of and while actually engaged in receiving or discharging merchandise or passengers, as that term is defined in Vernon's Annotated Texas Civil Statues, Article 6701d, as amended.

02:T-01 Temporary sale: "Temporary sale" shall mean an offering of goods, wares and merchandise for sale to the general public by a resident of the City as an intermittent activity and such sale not being the usual and customary source of that resident's livelihood.

02:U-01 Use: "Use" shall mean the purpose for which land or a structure is arranged, designed or intended or for which it is or may be occupied or maintained.

02:U-02 Unsurfaced area: "Unsurfaced area" shall mean, but is not limited to those areas of a Lot covered with grass and/or other vegetation, whether natural, planted, or landscaped, dirt surfaces, and unpaved surfaces.

02:V-01 Variance: "Variance" is a use that is permitted only by sufferance, that is granted by the Board of Adjustment to relieve the rigidity of the Zoning Ordinance where literal enforcement of the provisions of the Zoning Ordinance would result in unnecessary hardship. The spirit of the Zoning Ordinance must be observed, substantial justice done, and the variance must not be contrary to the public interest.

02:V-02 Vehicle: "Vehicle" shall mean every device in, upon, or by which any person or property is or may be transported or drawn, as that term is defined in Vernon's Annotated Texas Civil Statues, Article 6701d, as amended.

02:W-01 Word tense: Any word used in present tense shall include the future, and any word used in the future tense shall include the present, any word used in the singular shall include the plural, and any word used in the plural shall include the singular.

02:Y-01 Yard: "Yard" shall mean an open, unoccupied space, other than a court, unobstructed from the ground to the sky by any building or structure, except where specifically provided by this code, on the lot on which a building is situated.

02:Y-02 Yard, front: "Front yard" shall mean a yard extending across the lot front between the right of way line of the street of address and the support foundation of the building (front line of building) including extension therefrom to the side property lines, not including porches, steps, or other minor extensions of the dwelling.

(Ordinance 588, adopted May 16, 2006, Section 1; Ordinance 602, adopted March 12, 2007, Section 1; Ordinance 627, adopted January 20, 2009, Section 1; Ordinance 762, adopted 6/15/18, Section 1; Ordinance 796-2020, adopted 6/16/20, Section 1; Ordinance 810-2021, adopted 9/21/21, Section 1)

10.00 ZONING DISTRICTS AND ZONING MAP

10.001 ZONING DISTRICTS. The following zoning districts are designated, and replace the older district classifications throughout the code. Letters in parentheses reflect the prior zoning district designation, and are for reference only.

Single-family dwelling—R-1

Single-family dwelling—R-2

Single-family dwelling—R-3

Single-family dwelling—R-4

Commercial District—C-1

Commercial District—C-2

(Ordinance 728, adopted 5/16/16, Section 2; Ordinance 725, adopted 4/19/16, Section 1; Ordinance 728, adopted 5/16/16, Section 1)

10.02 ZONING MAP. The above districts are shown upon the zoning map approved, adopted with, and declared to be a part of this ordinance, and shall be considered as much a part of the same as if the matters of information set forth thereby were all fully contained and described herein. Said map shall, on its face, be identified and verified as follows: It shall bear the title "ZONING MAP OF THE CITY OF HILSHIRE VILLAGE, TEXAS"; it shall bear the names of the city council, at the time of its adoption, the date of its adoption, and it shall be attested by the signatures of the mayor and city secretary. An original of zoning map shall be attached to the original of this ordinance. One original shall be maintained in the city administration offices, by the city administrator, and that original shall constitute the official zoning map.

(Ordinance 728, adopted 5/16/16, Section 5)

11:00 DISTRICT R-1

No lot shall be used or subdivided and no structure shall be erected, used, constructed, occupied or altered except as provided in this section 11.

(Ordinance 728, adopted 5/16/16, Section 2; Ordinance 796-2020, adopted 6/16/20, Section 2)

11:01 RESIDENTIAL LOT

11:01.01 Minimum lot area: The minimum area of any lot shall be twelve thousand (12,000) square feet exclusive of any portion that lies within the dedicated portion of a street or drainage easement.

(Ordinance 796-2020, adopted 6/16/20, Section 2)

11:01.02 Minimum lot width: No lot shall be less than fifty-five (55) feet wide at the front street property line or less than seventy-five (75) feet wide at the front building line.

(Ordinance 796-2020, adopted 6/16/20, Section 2)

11:01:03 Front building line: No part of a building shall be closer than thirty (30) feet to a front property line that adjoins a street other than Wirt Road or Westview Drive or closer than forty (40) feet to a front property line that adjoins either Wirt Road or Westview Drive.

(Ordinance 796-2020, adopted 6/16/20, Section 2)

11:01:04 Side yard building setbacks: Except as provided in 11:07, no building shall be closer than:

Eight (8) feet to any side property line;

Fifteen (15) feet to any side property line adjacent to a street other than Wirt Road or Westview Drive;

Twenty-five (25) feet to any side property line that is adjacent to Wirt Road or Westview Drive.

A second story or half story shall be set back a minimum of two (2) additional feet from the applicable side yard setback line unless the side yard setback line on the same side of the building is fifteen (15) feet or greater.

(Ordinance 726, adopted 4/19/16, Section 1; Ordinance 796-2020, adopted 6/16/20, Section 2)

11:01.05 Rear building line: Except as provided in 11:07, no main building, including an attached carport or attached garage, shall be closer than twenty-five (25) feet to the rear property line, and no accessory building detached carport or detached garage shall be closer than ten (10) feet to any rear property line.

(Ordinance 796-2020, adopted 6/16/20, Section 2)

11:01.06 Maximum lot coverage:

(a) For new construction: The maximum coverage of any lot with any non-permeable constructed surface shall not exceed fifty-five (55) percent of the lot area located behind the required front building line and shall not exceed fifty (50) percent of the lot area located in front of the required front building line; provided, however, the non-permeable constructed surface in front of the required front building line may be increased to fifty-five (55) percent if the non-permeable constructed surface behind the required front building line does not exceed fifty (50) percent of the lot area located behind the required front building line.

(b) Maximum lot coverage of any lot on which an existing dwelling was built or permitted prior to April 19, 2016: The maximum coverage of any lot on which the primary building or dwelling was built or permitted prior to April 19, 2016, shall not exceed sixty (60) percent of the lot area located behind the required front building line and shall not exceed fifty (50) percent of the lot area located in front of the required front building line.

(c) Non-Conforming Lots Prior to July 21, 2010. The maximum coverage of any lot on which the primary building or dwelling was built or permitted prior to July 21, 2010 shall not exceed sixty (60) percent of the lot area located behind the required front building line and shall not exceed fifty (50) percent of the lot area located in front of the required front building line; provided, however, if the lot the impermeable coverage behind the front building line exceeded sixty-five (65) percent prior to July 21, 2010, then any new construction behind the front building line, other than new construction of a dwelling or building, on the lot that exceeds the rear lot impermeable coverage limits may be permitted if, upon completion of the new construction, the impermeable coverage behind the front building line does not exceed sixty-five (65) percent. Example: an existing non-conforming lot that has eighty-five (85) percent impermeable coverage behind the front building line that was constructed prior to July 21, 2010, would be allowed to make modifications that reduce the impermeable coverage behind the front building line to sixty-five (65) percent even though the lot coverage requirement is sixty (60) percent.

(d) For computation of lot coverage, by way of example only, required "non-permeable constructed surface" shall include accessory buildings, building, driveway, garages, pools, patios, any paved surface for automobiles, pavers, including porous pavers and other non-permeable constructed surface areas, sidewalks," but shall exclude, by way of example only, air conditioner supports, landscape border stones, stepping stones, wooden decks and similar materials or structures.

(Ordinance 726, adopted 4/19/16, Section 3; Ordinance 799-2020, adopted 7/21/20, Section 1)

11:01.07 Area drainage: Each Lot shall be finish graded so as to maintain the drainage of such property without adversely affecting the existing drainage pattern of adjacent property and to prevent damage by overflow of water onto adjacent property caused either by direct diversion of water onto the adjoining land or by failure to adequately accommodate new or changed drainage patterns. Prior to the issuance of a building permit, a registered drainage engineer shall supply a drainage plan certifying compliance with this section when the existing drainage pattern is altered in any fashion. By way of example, but without limitation, the existing drainage pattern may be altered by the addition of a pool, driveway, or accessory building.

11:01.08 Driveways: A driveway may cross any building line.

(Ordinance 588, adopted May 16, 2006, Section 2; Ordinance 602, adopted March 12, 2007, Section 2; Ordinance 703, adopted June 19, 2014, Section 1)

11:02 STRUCTURE

11:02.01 Maximum height:

a.

No structure shall exceed thirty-five (35) feet in height including chimney(s) and any and all attachments to the structure.

b.

At ten (10) feet from the rear property line, neither an accessory building nor a detached carport or detached garage shall exceed ten (10) feet high. The height of such building may increase by three (3) feet for each additional five (5) feet of distance from the rear property line (e.g., at fifteen (15) feet from the rear property line, such building may be thirteen (13) feet high. At twenty (20) feet from the rear property line, such building may be sixteen (16) feet high). At twenty-five (25) feet from the rear property line, such building may be thirty-five (35) feet high.

c.

At the side setback line, a building may be up to thirty-five (35) feet high.

d.

The maximum height of any building without a pitched roof shall be thirty feet (30').

(Ordinance 796-2020, adopted 6/16/20, Section 2; Ordinance 810-2021, adopted 9/21/21, Section 2)

11:02.02 Number of stories: No building shall be more than two stories.

11:02.03 Overhang: No part of a structure may extend over the building line or setback line except that an eave, roof, or roof extension may extend up to twenty-four (24) inches over the building line.

(Ordinance 796-2020, adopted 6/16/20, Section 2)

11:02.04 Attic: An attic, unless a legal attic story, shall not be a habitable room and shall not enclose such places as bath or toilet rooms, or laundries and if a wall and/or ceiling of such attic space is finished shall have no window or skylight. Provided, however, an attic story of the principal structure may be habitable space if all of the following conditions exist:

1)

the principal structure has a pitched roof;

2)

the habitable area of the attic story is at least seventy square feet (70 sq.ft.);

3)

the minimum width and length of the habitable area in the attic story is at least seven feet (7');

4)

the minimum ceiling height for at least fifty percent (50%) of the habitable area in the attic story is seven feet;

5)

the attic story is accessed by a staircase within the principal structure that is in compliance with current International Building Code standards;

6)

the habitable area of the attic story is less than forty percent (40%) of the habitable area of any lower story and does not extend beyond the footprint of the top floor and roof;

7)

any window not facing the street must be frosted or made of textured materials to prevent direct visibility into neighboring properties;

8)

each required emergency egress for the attic is located at least twenty feet (20') from any side property line and thirty feet (30') from any rear property line; and

9)

the habitable area of the attic story complies with all other applicable city regulations, including the ICC building, electrical, fire and plumbing codes.

(Ordinance 588, adopted May 16, 2006, Section 3; Ordinance 810-2021, adopted 9/21/21, Section 3)

11:02.05 Balcony: Any balcony with a floor height over thirty-six inches (36") above natural grade or above the first floor, whichever is less, shall be located at least sixteen feet (16') from any side property line and twenty-five feet (25') from any rear property line.

(Ordinance 810-2021, adopted 9/21/21, Section 4)

11:03 DWELLING UNIT

11:03.01 One dwelling: No more than one dwelling unit shall be constructed on any residential lot.

11:03.02 Net building area: The net building area shall not exceed forty percent (40%) of the lot area.

11:03.03 Total floor area: The total floor area of each dwelling unit shall not be less than fourteen-hundred (1400) square feet.

11:03.04 Multi-story area: The net building area of the ground floor of any one and a half or two story dwelling unit shall be not less than one thousand (1000) square feet.

11:04 PRIVATE GARAGE

11:04.01 Required: A private garage, attached or detached, shall be constructed for each dwelling unit.

11.04.02 Size: A private garage shall be constructed of not less than four hundred (400) square feet, nor more than one thousand (1,000) square feet.

11.04.03 Entrance or exit: No vehicle door(s) or vehicle entrance or exit of a garage constructed forward of the slab or structure of a dwelling shall face the street of address. Said door(s) or entrance or exit shall be located on a side of a garage which in plan view shall be at a 90 degree angle or greater to the street of address.

11:04.04 Second story access: Doorway or hallway access to a second story above an attached garage shall be enclosed and through the dwelling to which it is attached.

11.04.05 Detached: A detached garage: (1) shall not exceed one (1) story, and (2) above the ground floor the detached garage shall not have provisions for sanitation, bath or kitchen facilities.

(Ordinance 588, adopted May 16, 2006, Section 4; Ordinance 602, adopted March 12, 2007, Section 3)

11:05 CUSTOMARY HOME OCCUPATION: To qualify as a Customary Home Occupation, a use must meet the following prerequisites:

1.

Not involve the conduct of business which would generate frequent traffic parking at the residence; and

2.

Be customarily carried on in a single family dwelling as an incidental use, but not the principal use thereof, by an occupant of the premises;

a.

Without the help at the residence of any assistant or employees; and

b.

Without structural alterations in the building or any of its rooms; and

c.

Without the installation or assistance of any machinery or equipment other than that customary to normal household operations; and

d.

Without the use of any sign, display or advertisement of the occupation or the telephone number of the same, or of the occupant; and

3.

Not cause the generation of any traffic parking in the streets more often than ten (10) minutes once per hour for ten (10) consecutive hours; an

4.

Not involve the storage or display of any property other than household goods used on the premises; and

5.

Not be the following (which list is not intended to be exhaustive):

a.

A beauty school;

b.

A parlor or shop;

c.

A doctor's or dentist's office for the treatment of patients;

d.

A barbershop;

e.

A carpenter's shop;

f.

An electrician's shop;

g.

A shoe shop;

h.

A plumber's shop;

i.

A radio shop;

j.

A Tina's shop;

k.

An auto repairing or auto repainting shop;

l.

A furniture repairing shop;

m.

A sign painting shop; or

n.

A real estate office; and

6.

Not be detrimental or injurious to adjoining property; and

7.

Not involve the conduct of a school for more than two students per hour; and

8.

Not be an office to which any customers or clients come more often than once per day in accordance with the hereinabove traffic regulations 1. and 3.; and

9.

Not include the keeping, stabling, pasturing, boarding or caring for any;

a.

Horse;

b.

Cattle;

c.

Dog;

d.

Cat; or

e.

Other animal belonging to persons other than the occupants of the main building.

11:06 RESIDENTIAL ACCESSORY USE: A residential accessory use shall be conducted on the same lot occupied by a dwelling unit, shall not involve the conduct of a business or the use of an assistant or employee, and shall not be advertised.

11:07 RESIDENTIAL ACCESSORY BUILDING.

11:07.01 Use: A residential accessory building shall not be designed, constructed or occupied for use as (1) a habitable room, (2) a business, commercial, or industrial purpose, or (3) a rental space.

11:07.02 Location:

a. An accessory building shall be constructed on the same lot as the dwelling to which it is accessory and shall not be constructed in front of the main building.

b. No wall of an accessory building or projection thereof shall be less than three (3) feet from an outside wall of the main building. An accessory building, including any projection thereof, that is less than three (3) feet from the outside wall of the main building shall be deemed to be a part of the main building. An accessory building may be connected to the main building by an open-sided walkway covering not exceeding six (6) feet in width.

c. Where a rear property line adjoins the rear property line of another lot:

1. An accessory building that is not more than one hundred twenty (120) square feet in size and not more than ten (10) feet high (such as but not limited to a storage shed) may be placed no closer than three (3) feet to the rear property line, as long as drainage is not adversely affected. No part of the building may be closer to the rear property line than three (3) feet.

2. An accessory building that is not more than two hundred (200) square feet in size and not more than twelve (12) feet high (such as but not limited to a storage shed) may be placed no closer than ten (10) feet to the rear property line.

3. An accessory building that is open on all sides (such as but not limited to a landscape structure or gazebo) and not more than twelve (12) feet high may be placed no closer than ten (10) feet to the rear property line.

d. Where a side property line adjoins the rear property line of another lot:

1. An accessory building that is not more than one hundred twenty (120) square feet in size and not more than ten (10) feet high may be placed no closer than three (3) feet to the side property line, as long as drainage is not adversely affected. No part of the building shall be closer to the side property line than three (3) feet.

2. Except as permitted in (d)(1) above, no building shall be closer to the side property line than ten (10) feet.

(Ordinance 627, adopted January 20, 2009, Section 2; Ordinance 796-2020, adopted 6/16/20, Section 3)

11:08 TEMPORARY BUILDING

11:08.01 Size: A temporary building shall not exceed five hundred (500) square feet in floor area.

11:08.02 Duration: A temporary building may be placed only after a permit has been issued for the construction to which the temporary building is incidental. Such placement shall continue only so long as reasonably necessary for completion of such permitted construction or a maximum of one year in any event. A temporary building shall be removed upon completion or abandonment of the construction work to which it is incidental.

11:09 VEHICLE PARKING

11:09.01 Number: Not more than five (5) motor vehicles, including not more than one (1) commercial vehicle of not more than one and one-half (1.5) ton capacity shall be parked or stored overnight on any lot.

11:09.02 Street restriction: No occupant of any lot shall use any street within Hilshire Village for parking vehicles not permitted to be parked or stored on the occupant's lot.

11:10 SIGN: No sign shall be permitted in Districts R-1 except the following:

11:10.01 Reserved:

11:10.02 Reserved:

11:10.03 Reserved:

11:10.04 Reserved:

11:11 FENCE

11:11.01 Location:

a. A newly constructed lot front fence shall terminate into the sides of the main building. A lot front fence shall not be constructed in front of the outermost front corner of either side of the main building and shall not be constructed across the front of the main building. If the main building includes a porte-cochere on the front of the building, a side yard fence may not extend beyond the front corners of the main building excluding the porte-cochere. If a lot has no main building, then a lot front fence may be constructed on or behind, but not forward of, the front building line or front setback line. The foregoing limitations shall not apply:

1. to hardscape features such as stone walls that do not enclose the front yard and are not taller than eighteen (18) inches high,

2. to a fence of visually open material, such as wrought iron, galvanized welded wire, or wood lattice, that is not more than thirty-six (36) inches high and is part of an unenclosed and uncovered area, such as but not limited to a front porch or courtyard,

3. if the lot front is on Wirt Road or Westview Drive.

b. A fence constructed on the side of a property that abuts a street shall be placed no closer to the street than the side setback line of the lot. This limitation shall not apply if the side street is Wirt Road or Westview Drive.

c. The foregoing limitations shall not apply to a fence erected in connection with a construction permit or as part of a construction jobsite. Such fences shall be governed by article 3.608 of the city's Code of Ordinances.

d. No fence shall be constructed on a lot which is in conflict with Section 40.03 INTERSECTION LINE OF SIGHT.

(Ordinance 796-2020, adopted 6/16/20, Section 4)

11:11.02 Height: A fence shall not be over eight (8) feet in height.

11:11.03 Material: A fence may be constructed of material such as but not limited to ornamental metal, galvanized welded wire, chain link, masonry or wood. A fence shall not be constructed of barbed or electri?ed wire, nor shall a permanent fence be constructed of portable sections of vinyl or plastic or other types of temporary materials, such as but not limited to construction site protective fencing.

11:11.04 Removal of Temporary Fences: Construction site protective fencing shall be removed when the construction permit expires. A fence installed for purposes other than construction and is not intended to be permanent shall be removed in 30 days from installation or notification by City.

(Ordinance 588, adopted May 16, 2006, Section 5; Ordinance 762, adopted 6/15/18, Section 2)

11:12 POOL

11:12.01 Location: No part of a pool shall be placed closer to a street right-of-way than the main building on the lot on which it is situated, nor closer than eight (8) feet to any side lot line or ten (10) feet from rear lot line; all measurements shall be taken from the back of the top beam of the pool.

11:12.02 Barrier required: A pool shall be located within a maintained protective barrier to deter access by children. The protective barrier shall consist of a minimum five-foot high fence, a specially designed barrier, or a dwelling or building wall.

11:12.03 Access secure: Every access through the protective barrier enclosing such pool, except access through the dwelling or other building on the premises, shall be secured with a self-closing gate with a self-latching device mounted at a minimum of fifty-two (52) inches above the ground, or other surface below such gate.

11:12.04 Decking: Uncovered decking, not more than two (2) feet above the beam of the pool, may be constructed around a pool.

(Ordinance 588, adopted May 16, 2006, Section 6)

11:13 SPECIFIC USE: A permitted Specific Use shall be approved and constructed in accordance with Section 20:00 SPECIFIC USE of this Ordinance.

11:14 CARPORT:

a. A carport shall not be constructed in front of the main building.

b. If attached to the main building, a carport shall be a component part of, a continuation of, and of the same construction as the main building. If not attached to the main building, a carport shall meet the placement requirements of a detached garage.

c. Items stored in a carport (other than vehicles) may not be habitually visible to public view from the street.

(Ordinance 796-2020, adopted 6/16/20, Section 5)

11:15 PORTE-COCHERE

11:15 Porte-Cochere: If a porte-cochere is constructed in front of the main building, no entrance to or exit from the porte-cochere may face the street of address.

(Ordinance 588, adopted May 16, 2006, Section 7; Ordinance 796-2020, adopted 6/16/20, Section 6)

11:16 DECKING

11:16 Decking: Uncovered decking not more than eight (8) inches above natural grade or the ground floor of the dwelling, whichever is higher, may extend into the area between a side or rear property line and a required building line.

(Ordinance 588, adopted May 16, 2006, Section 8)

12:00 DISTRICT R-2-DWELLING

No Lot shall be used or subdivided and no structure shall be erected, used, constructed, occupied or altered, except for one or more of the following permitted uses with limitations as provided herein:

12:01 PERMITTED DISTRICT "R-1" USE: Any use permitted in District R-1 is permitted in District R-2 and is subject to all Regulations and Limitations which would be applicable if the use were situated in such District R-1.

(Ordinance 728, adopted 5/16/16, Section 2)

12:02 RESIDENTIAL LOT

12:02.01 Minimum Lot Area: The minimum area of any lot shall be eight thousand (8,000) square feet, exclusive of any portion thereof lying within the dedicated portion of a street or drainage easement.

12:02.02 Minimum Lot Width: No lot shall be less than fifty (50) feet wide at the front street property line, nor shall its width be less than seventy (70) feet at the front building set back line.

12:02.03 Front Building Line: No building shall be located on any plot nearer than twenty-five (25) feet to the front lot line.

12:02:04 Side yard building setbacks:

Eight (8) feet from any side lot line;

Fifteen (15) feet from any side lot line adjacent to a street;

Twenty-five (25) feet from any side lot line adjacent to Wirt or Westview Streets; and

Second story must be set back a minimum of two (2) additional feet to the applicable side lot setback listed above, except where one (1) of the side yard setbacks is fifteen (15) feet or greater.

(Ordinance 726, adopted 4/19/16, Section 2; Ordinance 728, adopted 5/16/16, Section 2)

12.25 R-3, RESIDENTIAL DISTRICT PINE CREEK LANE

(Ordinance 728, adopted 5/16/16, Section 3)

12:25.01 No lot shall be used or subdivided and no structure shall be erected, used, constructed, occupied or altered, except for one (1) or more of the following permitted uses with limitations as provided herein:

(Ordinance 796-2020, adopted 6/16/20, Section 7)

12:25.02 PERMITTED DISTRICT "R-1" USE: Any use permitted in District R-1 is permitted in District R-3 and is subject to all Regulations and Limitations which would be applicable if the use were situated in such District R-1 except that 11:07.02(d)(2) does not apply.

(Ordinance 796-2020, adopted 6/16/20, Section 7)

12.5 R-4, RESIDENTIAL DISTRICT BRIDLE SPUR

(Ordinance 728, adopted 5/16/16, Section 4; Ordinance 730, adopted 7/19/16, Section 1)

12:5.01 No lot shall be used or subdivided and no structure shall be erected, used, constructed, occupied or altered, except for one (1) or more of the following permitted uses with limitations as provided herein:

(Ordinance 796-2020, adopted 6/16/20, Section 8)

12:5.02 PERMITTED DISTRICT "R-1" USE: Any use permitted in District R-1 is permitted in District R-4 and is subject to all regulations and limitations which would be applicable if the use were situated in such District R-1 except that 11:07.02(d)(2) does not apply.

(Ordinance 796-2020, adopted 6/16/20, Section 8)

13. DISTRICT C-1—COMMERCIAL

The purpose of the C-1 Commercial District is to establish uses and standards for commercially zoned properties to ensure that they are appropriate in scale and nature and complementary to the predominantly residential character of the city. No lot shall be used or subdivided and no structure shall be erected, used, constructed, occupied or altered unless it conforms to the limitations provided in this section.

13.1 PERMITTED USES

The following uses are permitted in District C-1, subject to site plan review and approval:

1.

Professional offices or studios.

2.

Retail sales.

3.

Food and beverage service establishments complying with all applicable government laws.

If a use is not listed as permitted, it is not allowed.

(Ordinance 740, 3/21/17, Section 2)

13.2 BUSINESS OPERATING REQUIREMENTS

13.2.1. Prohibited Activities: Any business operating in District C-1 is prohibited from the following activities:

1.

Drive-through services or sales.

2.

Storage, handling, processing or manufacturing of ammunition and of any material that is dangerous by reason of explosive, inflammable, radioactive or other dangerous qualities.

3.

Storage, processing or dealing in scrap iron, junk, scrap paper, rags or used automobile parts.

4.

Producing objectionable odors, excessive light, glare, smoke, dust, noise, vibration, litter or other public nuisance.

5.

Residential use or overnight sleeping establishments for humans or animals.

13.2.2. Operating Hours: Business operating hours are restricted to 6:00 a.m. through 10:00 p.m., except a business may operate between 10:00 p.m. and 6:00 a.m. if it is open only by appointment during that time and if its operation does not create sound or light that can be seen or heard outside the business' building. A business' employees are permitted to be on-site when the business is closed to customers.

13.2.3. Security of Premises: During all times when the business is not staffed and between the hours of 10:00 p.m. and 6:00 a.m., all doors, windows, and other access points to the business shall be locked and secured from entry.

13.2.4. Condition of Property: All property owners, business owners, tenants and their agents, collectively and individually, shall be responsible for maintaining and keeping their property in good repair and in compliance with all applicable regulations and ordinances.

13.2.5. Noise: No outside speakers shall be allowed on any building. Noise that would disturb a reasonable person is prohibited.

13.2.6. Outdoor Storage and Display: There shall be no outdoor storage or display of any nature except garbage cans and dumpsters. Garbage cans may be placed on the side of a building, provided they are screened from view by wood fencing or masonry materials and are protected from scattering by wind or animals. The storage and disposal of trash, including the use of dumpsters, shall be governed by the city's code of ordinances.

a.

All approved screening walls must be erected prior to the issuance of a certificate of occupancy.

b.

All screening walls shall be maintained in a neat and orderly manner as a condition of use. Failure to adequately maintain such screening wall is cause for revocation of the certificate of occupancy.

13.2.7. Building Address: The street number of each building shall be displayed on the front of the building so it is legible from the street.

13.2.8. Venting: All equipment that requires exhaust venting must vent through the roof, unless building or other safety codes require otherwise.

(Ordinance 740, 3/21/17, Section 2)

13.3 SITE PLAN REVIEW AND APPROVAL REQUIRED

The city will not issue a certificate of occupancy, and no business shall operate or conduct any business activities until it has applied for and been granted site plan approval by council.

13.3.1. Any business seeking a permit to operate must submit an application to the city describing the proposed business operation and a site plan showing:

1.

The boundaries of the site or lot.

2.

The location of all buildings or outside spaces proposed to be used for commercial purposes.

3.

A parking plan.

4.

A landscaping plan.

5.

A lighting plan.

6.

A vehicle access plan.

7.

A signage plan.

8.

A fencing plan.

9.

A screening plan; and

10.

Any additional relevant information to enable thorough review of the proposed use and its impacts on the city.

13.3.2. The application will be reviewed by the city administrator, city engineer, fire marshal and police department and other officials as appropriate or required.

13.3.3. City council may approve, approve with conditions, or disapprove any application. Council may impose reasonable conditions or changes on its approval.

13.3.4. Upon approval of a site plan, the use will be issued a business operation certificate that will be valid for a twelve-month period. The certificate must be renewed every twelve (12) months with the city administrator, who shall approve such renewal unless there has been a significant change in the nature or operation of the business, if there is noncompliance with city regulations, or if there is a record of repeated or significant complaints regarding the operation of the business.

13.3.5. A new site plan must be submitted and a business registration certificate must be applied for whenever there is a change in the type of business being conducted at the location.

(Ordinance 740, 3/21/17, Section 2)

13.4 LOT PERFORMANCE STANDARDS

13.4.1 Lot Size: Minimum lot size is fifteen thousand (15,000) square feet.

13.4.2 Setbacks: Westview Drive is designated as the front of all lots.

13.4.3. Height: No structure shall exceed thirty-five (35) feet in height from the first-floor finished elevation or be more than two (2) stories, including any roof-mounted equipment or structures.

13.4.4. Minimum Building Area: The net ground floor building area of each main building shall be not less than one thousand (1,000) square feet.

13.4.5. Parking Plan: Each business shall provide a number of onsite parking spaces that is estimated to be necessary and appropriate to the nature of the business. Businesses may enter into a shared parking agreement with adjacent businesses. The proposed parking will be reviewed in accordance with generally accepted engineering and city planning practices.

a.

Each parking space shall be a hard-surfaced, dust-free area a minimum of nine (9) feet wide and eighteen (18) feet long and must have adequate driveway access to allow each vehicle to enter and leave the space without requiring the movement of any nearby vehicle.

b.

Accessible spaces shall be provided and marked in accordance with federal and state laws and regulations pertaining to parking for persons with disabilities.

c.

After normal business hours, a business owner or tenant may park no more than three (3) commercial vehicles of not more than one and one-half (1.5) ton capacity that are used by the business.

13.4.6. Pine Creek Lane Access: No driveway, curb cut or sign may be oriented toward or connected to Pine Creek Lane.

13.4.7. Fencing Plan:

a.

A separate permit shall be required for any new fence.

b.

The owners of property in District C-1 shall be responsible for building and maintaining a fence between District R-3 and District C-1. Such fence shall be built on the commercial side of the property line of unpainted wood or masonry and shall be eight (8) feet high from ground level is constructed so that all supporting members, including posts and horizontal runners, face the interior of the commercial lot, and is of the same kind and character as other fencing on the lot.

c.

A fence may be constructed on a side property line that abuts a public street, provided it is no more than eight (8) feet high from ground level, is constructed so that all supporting members, including posts and horizontal runners, face the interior of the commercial lot, and is of the same kind and character as other fencing on the lot. A side fence can extend no more than fifty (50) feet from the south property line towards Westview Drive.

d.

No gate or opening shall be permitted in any fence on the south property line or side fence options.

e.

The property owner shall maintain the fence in good repair so as not to endanger any person or property.

f.

If more than eight (8) linear feet of an existing non-conforming fence is removed, improved or structurally altered, a new fence must be constructed in compliance with this section.

g.

No fence may be constructed, improved or structurally altered if it would interfere with the installation or maintenance of utilities in any recorded easement.

13.4.8. Landscaping Plan:

a.

A minimum of ten (10) percent of the total area of each lot shall be landscaped with trees, bushes, flowers or other vegetation.

b.

The owner, tenant or anyone exercising control of the premises and their agents and employees shall be responsible for the placement and maintenance of all landscaping required herein, including irrigation systems if installed, and to keep same in a good condition so as to present a healthy, neat and orderly appearance, free from refuse and debris.

c.

Prior to a change in the location or size of landscaped area as shown in an approved landscape plan, an amended plan shall be submitted to and approved by the city administrator. Major changes may be submitted to the city council at the city administrator's discretion.

d.

Within ten (10) feet of the front property line, landscape plantings shall be maintained to no greater than three (3) feet in height. Any hardscaping shall be no more than two (2) feet high within ten (10) feet of the front property line and not over four (4) feet elsewhere on a lot.

e.

All landscaping and hardscaping shall be maintained so as not to interfere with parking and not to create a traffic hazard by obscuring driver or pedestrian vision of the intersections of walkways, driveways or streets.

13.4.9. Lighting Plan:

a.

Lighting shall not be more than twenty (20) feet high, except decorative holiday lights that are used not more than forty-five (45) days out of any three-hundred-sixty-five-day period, and all lighting shall be directed away from any residentially zoned area.

b.

Lighting operated by motion detector or other timed mechanism shall be adjusted so that movement on residential property does not trigger the light.

c.

The use of laser source light, searchlights, flashing and/or rotating lights or any similar high intensity light for outdoor advertising or entertainment is prohibited.

d.

Lighting shall be shielded and shall not spill over across property lines to residential property.

13.4.10. Security cameras shall be oriented so that they do not record activities on residential property.

13.4.11. Signage for all businesses shall be governed by the city's regulations.

(Ordinance 740, 3/21/17, Section 2)

13.5 BUILDING CONSTRUCTION

All new construction or significant remodeling projects shall comply with the following additional requirements:

13.5.1. Each lot shall be finish graded so as to maintain the drainage of such property without adversely affecting the existing drainage pattern of adjacent property and to prevent damage by overflow of water onto adjacent property caused either by direct diversion of water onto the adjoining land or by failure to adequately accommodate new or changed drainage patterns. A drainage plan must be filed with and approved by the city engineer.

13.5.2. A minimum of twenty (20) percent of the gross lot area must be permeable, including the ten (10) percent area required for landscaping.

13.5.3. No openings for ventilation or windows shall be allowed above ten (10) feet from the ground on south building elevations for buildings that are less than fifty (50) feet from residentially zoned property. Parapet walls or roof design shall conceal mechanical equipment, communication devices and solar panels so that they are not visible from ground level.

(Ordinance 740, 3/21/17, Section 2)

13.6 BUILDING MATERIALS AND ARCHITECTURAL STANDARDS

The following exterior construction requirements shall apply to all new buildings and any building expansion or renovation of fifty (50) percent or more of the total floor area of an existing building.

13.6.1. Materials. At least seventy-five (75) percent of the total exterior walls, excluding doors and windows, of the first floor above grade level of all buildings and at least fifty (50) percent of the total exterior walls, excluding doors and windows, of the second floor shall be constructed of masonry, such as brick, thin brick, stone, stucco, decorative concrete block or any combination thereof. Masonry does not include:

a.

Exterior insulation and finish systems ("EIFS"), acrylic matrix, synthetic plaster, or other similar synthetic material;

b.

Cementitious fiber board siding or fiber cement siding, such as "HardiePlank" or "Hardie Board";

c.

Precast concrete panels;

d.

Plain concrete block;

e.

Painted brick, thin brick, stone, or decorative concrete block.

13.6.2. Consistency of Materials. Material uses should be consistent on all elevations when there is a change in volume and/or plane. Materials shall wrap around all sides to promote three-dimensional design.

13.6.3. Vinyl siding, exterior insulation and finish systems (EIFS), or mineral board siding are not permitted on the exterior of commercial buildings.

(Ordinance 740, 3/21/17, Section 2)

Editor's note— Ordinance 740, Section 2, adopted Mar. 21, 2017, deleted former Section 13 and enacted a new Section 13 as set out herein. The former section pertained to similar subject matter and derived from Ordinance 582, Section 2, 4/11/2006; Ordinance 728, Section 2, 5/16/16.

14:00 DISTRICT C-2-COMMERCIAL

No lot shall be used or subdivided and no structure shall be erected, used, constructed, occupied or altered, except for one or more of the following permitted uses with limitations as provided herein:

14:01 DISTRICT "R-2" USE: Any use permitted in Single Family Dwelling District "R-2" but subject to all Regulations and Limitations, which would be applicable if the lot were situated in such District.

(Ordinance 728, adopted 5/16/16, Section 2)

14:02 COMMERCIAL LOT.

14:02.01 Area Drainage: Each lot shall be drained in such a manner as to adequately carry off all storm water within a reasonable time.

14:02.02 Landscape: At least 20% of each lot shall be landscaped by covering the same with grass, bushes, flowers or other landscaping materials and shall be so maintained.

14:03 OFFICE BUILDING.

14:03.01 Front Building Line: No business building shall be located nearer than thirty (30) feet to the street on which it fronts.

14:03.02 Side Building Line: No business building shall be located closer than ten (10) feet from the side property lines.

14:03.03 Adjoining District R-1 OR R-2: A minimum of forty (40) feet of open unobstructed space shall be maintained between any building or accessory building and adjacent Single Family Dwelling District R-1 property lines, and Single Family Dwelling District R-2 property lines.

(Ordinance 728, adopted 5/16/16, Section 2)

14:03.04 Maximum Height: No building shall exceed fifty (50) feet in height from the finished grade to the highest part of the roof.

14:03.05 Net building area: The net building area of each main business building shall be not less than one thousand (1,000) square feet.

14:03.06 Construction: All office buildings in Commercial District C-2 shall be constructed with concrete or steel, or a finished exterior similar to surrounding structures.

(Ordinance 728, adopted 5/16/16, Section 2)

14:04 PARKING: Parking Requirements listed below shall be provided on the same lot as the main business building:

01.

Office buildings shall have a minimum parking area of ¾ of one square foot for each square foot of net rentable floor space.

02.

All other business buildings shall have a minimum parking area of three square feet for each square foot of total floor area.

03.

Driveways and turnarounds may not be included as parking area and shall be separated from parking areas by curbing, except for entrances to such parking areas.

04.

All parking areas shall be paved with a minimum of 4" of reinforced concrete or 6" of compacted cement stabilized shell with 1 ½" of asphaltic concrete topping.

14:05 OFFICE USE ALLOWED: Office use permitted in Commercial District C-2 as set out herein shall include:

01.

Professional services.

02.

Medical services.

03.

Banking.

04.

Dental services.

05.

Engineering and architectural service.

(Ordinance 728, adopted 5/16/16, Section 2)

14:06 OFFICE USE PROHIBITED: The following uses and/or activities, are expressly prohibited in Commercial District C-2.

01.

On premises sales.

02.

Food and/or beverage stores.

03.

Bonding.

04.

Manufacture or repair of any kind.

05.

Private schools.

06.

Day Care centers and/or nurseries.

07.

Retail Stores.

08.

All other uses except those set out in 14:06 above.

(Ordinance 728, adopted 5/16/16, Section 2)

14:07 DRIVEWAY: An unobstructed driveway at least twenty (20) feet wide, paved in accordance with paragraph 14:4.d of this Section, shall be provided on one side of and at the rear of each main business building.

14:08 OUTDOOR DISPLAY OR STORAGE: There shall be no outdoor storage or display of any nature, unless screened from view on all sides by a wall or fence at least seven feet high except that while a building is actually under construction material for the same may be stored at a height of not more than seven feet.

20:00 SPECIFIC USE

20:01 PURPOSE: The purpose of these Specific Use regulations is to allow within the City the proper integration of uses which may be suitable only in specific locations.

20:02 AMENDMENT: A Specific Use Permit is an amendment by the City Council to the district regulations of the Comprehensive Zoning Ordinance that permits the permanent establishment of a Specific Use within the zoning district.

20:03 PERMIT REQUIRED: In addition to the Certificate of Occupancy called for in this Comprehensive Zoning Ordinance, a Specific Use Permit shall be required before the following Specific Uses can be Permitted:

01.

Oil wells and operations for the exploration for and production of minerals;

02.

Pipeline easements;

03.

Pre-school and Day Care or Child Care Centers, whether as an accessory use to a church or other place of worship or as a main or primary use;

04.

Private, nondenominational elementary and high schools, colleges, and universities;

05.

Private, denominational elementary and high schools, colleges, and universities whether as an accessory use to a church or other place of worship or as a main or primary use;

06.

Churches or other places of worship;

07.

Water wells, water and sewage treatment and storage facilities, and related appurtenances;

08.

Municipal buildings and facilities owned by the City of Hilshire Village, including related improvements, or other public buildings, facilities, and related improvements determined to be appropriate by the City.

(Ordinance No. 549 adopted 2/18/03, Section 1; Ordinance No. 555 adopted 7/15/03, Section 1)

20:04 OCCUPANCY PERMIT: The Building Official shall not issue a Certificate of Occupancy for such uses listed in the preceding section that are hereafter created, changed, converted, or enlarged either wholly or in part, until a Specific Use Permit has been obtained in accordance with the amendment procedures in this Comprehensive Zoning Ordinance.

20:05 APPLICATION: Application for a Specific Use Permit shall be made by the property owner or certified agent thereof to the City Council on forms prescribed for this purpose by the City. Such application shall be accompanied by those documents required for Building Permit Applications. Specific Use Permits, revocable, conditional, or valid for a term period may be issued for any of the uses or purposes for which such permits are required or permitted by the terms of this Comprehensive Zoning Ordinance. Granting a Specific Use Permit does not exempt the applicant from complying with the requirements of the Building Code or other ordinances.

20:06 FEE: The fee to cover administrative and processing costs of a Specific Use Permit application shall be as established by the City Council in the Fee Ordinance.

20:07 CONSIDERATION: In considering an application for a Specific Use Permit, the City Council shall give due regard to the nature and condition of all adjacent uses and structures. The Council may impose such requirements and conditions with respect to location, construction, maintenance, and operation in addition to the regulations of the district in which the particular use is located as they may deem necessary for the protection of adjacent properties and public interest.

20:08 COUNCIL REVIEW: City Council shall consider:

01.

Whether the proposed structure or use conforms to the requirements and intent of this Comprehensive Zoning Ordinance;

02.

Whether such use will not, under the circumstances of the particular case, constitute a nuisance or be detrimental to the public welfare of the community;

03.

Ingress and egress to property and proposed structures thereon with particular reference to automotive and pedestrian safety and convenience, traffic flow and control, and access in case of fire or catastrophe;

04.

Off-street parking and the economic, noise, glare, or odor effects of the Specific Use on adjoining properties and properties generally in the district;

05.

Refuse and service areas;

06.

Utilities with reference to location, availability, and compatibility;

07.

Fencing, screening, or buffering with reference to type, dimensions, and character;

08.

Sign location, size, and proposed exterior lighting with reference to glare and traffic safety and compatibility with properties in the district;

09.

Landscape and required yard and other open space;

10.

Setbacks; and

11.

General Compatibility with adjacent properties and other property in the district.

20:09 ZONING AMENDMENT: Every Specific Use granted by the City Council shall be an amendment to the Comprehensive Zoning Ordinance as applicable to such property. In granting such use the City Council may impose conditions which shall be complied with by the grantee before a Certificate of Occupancy may be Issued by the Office of the Building Official for the use of the building on such property pursuant to said Specific Use Permit; and such conditions shall not be construed as conditions precedent to the granting of the Specific Use Permit, but shall be construed as conditions precedent to the granting of the Certificate of Occupancy.

20:10 APPROVAL: Following passage of a Specific Use Ordinance by the City Council, the Building Official shall issue a Certificate of Occupancy, as provided in this Comprehensive Zoning Ordinance, and shall insure that development is undertaken and completed in accordance with, said Specific Use Permit.

30:00 NON-CONFORMING USE AND NON-CONFORMING BUILDINGS

30:01 EXISTING NON-CONFORMING USE: The lawful use of any building or land existing at the time of enactment or any amendment of this ordinance may be continued, subject to compliance with such conditions as to the maintenance of the premises and conditions of operation as may in the judgment of the Board of Adjustment be reasonably required for the protection of adjacent property.

30:02 CONSTRUCTION COMMENCED: Nothing contained herein shall require any change in the plans, construction, or designated use or a building lawfully and actually under construction at the time of the passage or of the amendment of this ordinance, which construction has progressed to a substantial extent, and which is carried forward with reasonable diligence to completion.

30:03 CHANGE OF USE: A non-conforming use shall not be changed unless changed to a conforming use. A non-conforming use, if changed to a conforming use, may not thereafter be changed back to any non-conforming use.

30:04 EXTENSION OF USE: A non-conforming use shall not be increased in scope or extended to include other land, structures or portions of structures.

30:05 EXTENSION OF NON-CONFORMING BUILDING OF CONFORMING USE:

30:05.01 Extension limitations: A non-conforming main building, occupied by a conforming use may be extended provided that:

a.

Maximum lot coverage allowed is not exceeded.

b.

Minimum yard requirements of this ordinance are observed.

30:05.02 WIDTH ALLOWANCE: Where the width of an existing yard is less than the width required by this ordinance, the Board of Adjustment may allow the main building to be extended within such yard provided that no part of the extended building be placed any closer to the corresponding property line than the existing building.

30:05.03 Accessory building: A non-conforming accessory building may not be extended except that the extension conform to the requirements of this ordinance.

30:06 ABANDONMENT: Whenever a non-conforming use has been discontinued, such shall not thereafter be re-established, and any future use shall be in conformity with the provisions of this ordinance, discontinuance shall mean

(a)

vacancy or non-occupancy of a building originally designed or arranged for the non-conforming use for a continuous period of ninety (90) days;

(b)

Non-occupancy of land for a period of ninety (90) days; or

(c)

clear intent on the part of the owners to abandon the non-conforming use.

30:07 RESTORATION

30.07.01 Prohibited: No building occupied by a non-conforming use, damaged by fire or other cause to the extent of fifty (50) percent of its market value shall be repaired or rebuilt except in conformance with the regulations of this ordinance.

30.07.02 Allowed: Non-conforming building occupied by a conforming use: Complete restoration of a non-conforming building, main or accessory, for occupancy by a conforming use will be allowed within the limits of its original foundation with such additions as may be allowed by this ordinance.

30:08 REPAIR AND ALTERATION: Repairs may be made to a building occupied by a non-conforming use, provided that no structural alterations or extensions shall be made except those required by law or ordinance, unless the building is changed to a conforming use.

(Ordinance 588, adopted May 16, 2006, Sections 9, 10)

40:00 REGULATIONS APPLICABLE TO ALL DISTRICTS

The following regulations shall be applicable in all districts established by this ordinance:

40:01 OFFENSIVE USE DISALLOWED: No use or activity shall be carried on any lot in any Zoning District which is or may become obnoxious or offensive to persons of ordinary sensibility, by reason of the emission or creation or odor, dust, fumes, gas, smoke, noise or vibration, or which is or may become dangerous to health, life or property.

40:02 INTERSECTION LINE OF SIGHT: On a corner lot in any residential district, no structure, hedge or shrub more than three feet in height shall be erected, placed or maintained within the area formed by a line intersecting the street lines at points which are 30 feet distant from their point of intersection, measured along said street right-of-way boundary lines.

40:03 INTERSECTION LINE OF SIGHT: On a corner lot in any district, no structure, hedge or shrub more than three (3) feet in height shall be erected, placed or maintained within the triangular area formed by the major street centerline, the minor street centerline, and a line from a point on the major street centerline to a point on the minor street centerline, both points being equidistant from the intersection of said centerlines, and the equal distance being the width of the major street right-of-way.

40.04 PARKING OF RECREATIONAL VEHICLES OR TRAILERS, BOATS, AND UTILITY TRAILERS

40.04.01. No recreational vehicle, passenger vehicle, commercial vehicle, trailer, boat, or utility trailer shall be parked, stored, or otherwise left standing in any location on a lot from which it is visible to public view from any public street, or on a public street or other city right-of-way, except temporarily when loading or unloading passengers or cargo, or when making ready for use or when in use, but then not for periods exceeding forty-eight (48) consecutive hours within any consecutive seven-day period; provided, however, this section shall not apply to a passenger vehicle owned by the resident or resident's guest.

(Ordinance 525, adopted 3/20/01, Section 2; Ordinance 705, adopted June 19, 2014, Section 1)

40.04.02. "A utility trailer used incidental to the construction of improvements on a lot upon which it is used may be parked or left standing during active construction of improvements on the lot.

(Ordinance 525, adopted 3/20/01, Section 2)

40.04.03. "A recreational vehicle or trailer, boat, or utility trailer stored on a lot shall be stored behind the front building line of the lot.

(Ordinance 525, adopted 3/20/01, Section 2)

40.04.04. "A recreational vehicle or trailer, boat, or utility trailer parked or stored on a lot behind the front building line shall be screened from public view from any public street by enclosing it completely within a walled garage (not a carport), or it shall be completely screened by a solid fence or wall equal in height to the recreational vehicle or trailer, boat, or utility trailer; provided, however, such fence or wall shall not exceed eight (8) feet in height. In lieu of a solid fence or wall, such a recreational vehicle or trailer, boat, or utility trailer shall be screened by an evergreen hedge or other vegetation of such density that it completely blocks visibility of the recreational vehicle or trailer, boat, or utility trailer from public view from any public street.

(Ordinance 525, adopted 3/20/01, Section 2)

40.04.05. "No recreational vehicle or trailer, boat, or utility trailer shall ever be used in the city for living quarters, temporarily or permanently, for any reason.

(Ordinance 525, adopted 3/20/01, Section 2)

90:00 ADMINISTRATION

90:01 ENFORCEMENT: It shall be the duty of the Building Official to refuse to issue any permit for any building or structure, or for the use of any premises which would violate any of the provisions hereof, and the said Building Official or any Deputy or Inspector working under his direction may cause any building, structure, place or premises to be inspected and examined for the purpose of determining conformance to this ordinance, and order in writing the remedy of any condition found to exist therein or thereat in violation of any provisions thereof.

90:02 BUILDING PERMITS

90:02.01 Permit required: No building or structure shall be erected, altered, divided, reconstructed, converted, moved, remodeled or added to until a building permit has been issued by the Building Official.

90:02.02 Application required: No building permit shall be issued by the Building Official unless there shall first be filed in his office a signed application for such permit by the owner, or his agent, two copies of complete plans and specifications, showing architectural, structural and mechanical details, correctly showing the locations of all such building, structures and all accessory buildings, with measurements from all lot lines to all foundation lines of all buildings, and such other information as may be necessary to determine and provide for the enforcement of this ordinance, together with a true statement, in writing, signed by the Owners, showing the use for which such building is intended, and such permit fees as may be required by law have been paid.

90:02.03 Plans required: No permit shall be issued by the said Building Official unless such plan shall show in every detail that such building is to be erected and used in conformity with all the provisions of this ordinance.

90:02.04 Records: A record of such applications, plans and permits shall be kept in the office of the City Secretary. Failure of any applicant or of his agents or employees to erect, alter, move, or maintain any buildings in conformance with such plans on which such permit is issued, when such failure constitutes a violation of any provisions of this ordinance, shall render such permit void. The Building Official is hereby authorized and directed to revoke any such permit by giving written notice to the applicant or his agents or employees, and all work upon such building shall be immediately discontinued on the serving of such notice until such buildings shall be changed so as to comply with such plans and permits.

90:03 CERTIFICATE OF OCCUPANCY: No land or structure shall be used or changed in use until a certificate of occupancy shall have been applied for by the owner and shall have been issued by the Building Official, describing the premises and certifying that the proposed use thereof complies with the provisions of this ordinance, and stating the nature of such use.

91:00 BOARD OF ADJUSTMENT

91.01 ORGANIZATION: There shall be a Board of Adjustment consisting of five (5) members, with two (2) alternate members, all as provided by Section 211.008 of the Texas local Government Code.

City Council shall take nominations to fill a vacancy for a board member or alternate member of the Board of Adjustments and shall take a vote to fill the vacancy.

Nominations shall be made by Council and/or the Mayor.

91.02 PRACTICE AND PROCEDURES: The Board shall have the power to adopt rules of practice and procedure not inconsistent with 211.008, et seq. of the Texas Local Government Code, nor with the provisions of this ordinance, provided that such rules and regulations shall not become effective until approved by the City Council of the City of Hilshire Village, Texas. Practice and Procedure before such Board shall be as set forth in said sections and as in this ordinance, all as supplemented by said Rules. All applications to the Board of Adjustment for relief shall be accompanied by a Fee as provided for in the Fee Schedule of Hilshire Village to cover the costs of notice by publication and mail. In all matters submitted to the Board of Adjustment for decision, it shall fix a reasonable time for public hearing thereon, give public notice thereof by publication once, not more than twenty (20), nor less than ten (10) days before such hearing, in the official newspaper of the City of Hilshire Village, Texas, and give notice to the applicant and to all owners of property within this City lying within two hundred (200) feet of the property affected, as shown on the City Tax Rolls, by mailing United States post cards to each of such parties at the address, if any, shown on the City's tax rolls, not less than ten (10) days before the date of such hearing. If no address of the owner of any portion of property within this City lying within two hundred (200) feet of the property in question is disclosed by the City's tax rolls, the public notice in the official newspaper shall be sufficient, unless any such party shall furnish the City in writing with his or her address for the purpose of receiving such notice.

(Ordinance 588, adopted May 16, 2006, Section 11)

91:03 POWERS.

91:03.01 Hear appeal: The Board may hear and decide appeals where it is alleged that there is an error in any order, requirement, decision or determination made by an administrative official in the enforcement of this ordinance, or of the Zoning Law of the State of Texas.

91:03.02 Grant Variance: The Board may authorize, upon appeal in specific cases, such variance from the terms of the ordinance as will not be contrary to the public interest, where, owing to special conditions, a literal enforcement of the provisions of the ordinance will result in unnecessary hardship and so that the spirit of the ordinance shall be observed and substantial justice done.

91:03.03 Grant special exception: The Board may at its discretion in the instances hereinbefore set forth in this ordinance and those additional instances set forth in subsection 91:04 of this Section 91, in appropriate cases, and subject to appropriate conditions and safeguards, make special exceptions to the terms of this ordinance set forth in this ordinance, if in harmony with its general purpose and intent and in accordance with the general or special rules herein contained, where to do so will not be contrary to the public interest and will not result in substantial injury to surrounding property or the appropriate use thereof.

91:04 SPECIAL EXCEPTIONS: In addition to the special exceptions heretofore set forth in this ordinance, the Board of Adjustment may in the manner aforesaid grant Special Exceptions in the following cases:

91:04.01 Area or setback: Permit a variation in the area or setback requirements where there are unusual and practical difficulties in the carrying out of these provisions due to an irregular shape of the lot, topographical or other similar condition.

91:04.02 Non-conforming use: Permit the moving of a building occupied by a non-conforming use or permit the extension of a non-conforming use in a building upon a lot occupied by such building upon the effective date of this ordinance, or permit a change of a non-conforming use to another use of the same or higher classification.

91:04.03 Temporary use: Grant in undeveloped sections of the City temporary and conditional permits for not to exceed two one-year periods (in addition to that now provided for under the Zoning Ordinance) for any temporary conforming structure or use.

91.04.05 Nonconforming Building: Permit such modifications of the requirements of these regulations as the Board may deem necessary to secure an appropriate conforming use development of a lot where adjacent to such lot on two (2) or more sides there are buildings that do not conform to these regulations.

91:04.06 Relocation within lot: Permit the moving of a non-conforming use or building to different place on the same tract, where it was lawfully located when application for such change was made, in cases where no more building floor area will be required for the non-conforming use at the new location, and where all parties having property interest in the old location, join in the application and expressly abandon all claims of non-conforming use In the land used for such nonconforming use at the old location and any structures remaining thereon. Furthermore, the applicant shall give evidence satisfactory to the Board of Adjustment that a majority of property owners adjacent to the new location have no objection to the new location.

91:04.07 Yard conformance: Permit modifications of the front and/or side street yard requirements where a majority of the frontage of lots abutting upon the same side of a street in the same block is occupied by a building or buildings with front and/or side street yard of less depth than is required by this ordinance.

91:04.08 Restricted area: Permit such modifications of the yard or open space or lot area or width regulations as may be deemed necessary to secure appropriate conforming use improvement of a parcel of land where such parcel was in separate ownership upon the effective date of the zoning ordinance, and is of such restricted area that it cannot be privately improved without modification.

91:04.09 Free parking areas: Permit the use of property by a church, public school, city, county, state or federal government for the free parking of passenger cars. When so used the parking lot shall be screened from adjoining streets and property by a wall, fence or hedge maintained at a height of at least six feet at side and rear of parking area and three feet at front of parking area, and shall be properly drained and paved in accordance with the City's specifications, where lighting is provided it shall be beamed downward so that it shall not constitute an annoyance to neighbors.

91:04[A] APPEAL PROCEDURE: Appeals to the Board of Adjustment may be taken by any person arrived or by any officer, department, board or bureau of the City of Hilshire Village, Texas, affected by any decision of the Building Official. Such appeal shall be taken within such reasonable time as may be provided for by the Rules of the Board of Adjustment, by filing with the officer from whom the appeal is taken and with the Board of Adjustment a notice of appeal specifying the grounds thereof, and shall not otherwise be governed by the provisions of Article 1011g of Vernon's Annotated Texas Civil Statutes, as amended. Decisions of the Board of Adjustment, are reviewable on petition presented to a District Court of Harris County, Texas, within ten days after the filing of such decision, as provided in said Article 1011g.

91.05 APPEAL PROCEDURE: appeals to the Board of Adjustment may be taken by any person aggrieved or by any officer, department, board or bureau of the City of Hilshire Village, Texas, affected by any decision of the Building Official. Such appeal shall be taken within such reasonable time as may be provided for by the Rules of the Board of Adjustment, by filing with the officer from whom the appeal is taken and with the Board of Adjustment a notice of appeal specifying the grounds thereof.

91.06 JUDICIAL REVIEW OF BOARD DECISION: Decisions of the Board of Adjustment are reviewable as provided in Section 211.011 of the Texas Local Government Code.

(Ordinance 588, adopted May 16, 2006, Section 11)

92:00 PENALTY FOR VIOLATION

Any person, firm, partnership, association, corporation, company, or organization of any kind who or which intentionally, knowingly, recklessly, or with criminal negligence violates any of the provisions of this Comprehensive Zoning Ordinance shall be deemed guilty of a misdemeanor, and, upon conviction thereof, shall be fined in an amount not to exceed two thousand dollars ($2,000). Each day during which such violation shall exist or occur shall constitute a separate offense. The owner or owners of any property or of premises where any violation of this Comprehensive Zoning Ordinance shall occur, and any agent, contractor, builder, architect, person, or corporation who shall assist in the commission of such offense shall be guilty of a separate offense, and, upon conviction thereof, shall be punished as above provided.

93:00 PENDING LITIGATION AND VIOLATIONS

By the passage of this ordinance, no presently illegal use shall be deemed to have been legalized unless specifically such use is a conforming use under this ordinance. Otherwise, such uses shall remain non-conforming uses where legal, or an illegal use, as the case may be. It is further the intent and declared purpose of this ordinance that no offense committed, and no liability, penalty or forfeiture, either civil or criminal, incurred prior to the time the present zoning ordinance was adopted, shall be discharged or affected by such adoption; but prosecutions and suits for such offenses, liabilities, penalties or forfeiture may be instituted and causes presently pending may be proceeded with.

94:00 CHANGES AND AMENDMENTS

94:01 AUTHORIZATION: The City Council of the City of Hilshire Village, Texas may from time to time, on its own motion, or on written application, amend, supplement or change by ordinance the boundaries of the districts or the regulations therefor herein established, as well as any other portion of this ordinance.

94:02 APPLICATION: No such amendment, supplement or change shall become effective until such motion or written application, accompanied in the latter case by a Fee, as provided in the City of Hilshire Village Fee Schedule, to cover the cost of notice by publication and by mail, shall have been filed with the City secretary, after which the City Council shall review the application.

94:03 PUBLIC HEARING: A public hearing shall be held by the city council before adopting any proposed amendment, supplement or change to this article. Before the fifteenth day before the date of the hearing, notice of the time and place of the hearing must be published in an official newspaper or a newspaper of general circulation in the city. When the matter under consideration involves an amendment or change in the classification or boundary of a zoning district, written notice of the public hearing on the proposed amendment or change shall be sent to all owners of real property lying within two hundred (200) feet of the property upon which the change in classification is proposed, and the owners of such additional property as may be designated by the city council. Such notice shall be given not less than ten (10) days before the date set for the hearing by depositing such notice in the United States mail, properly addressed and postage prepaid, to each owner as indicated by the most recently approved municipal tax roll.

94:04 COUNCIL ACTION: In case a written protest against such amendment, supplement or change is filed with the City, and such written protest complies with the requirements of the Texas Local Government Code, Section 211.006(d) as it may be amended, then such amendment, supplement, or change shall not become effective except by the favorable vote of three-fourths (¾) of all the members of the City Council.

95:00 SEVERABILITY

In case any section, paragraph, subdivision, clause, phrase, provision, sentence or part o this ordinance, or the application of the same to any person or circumstances shall for any reason be adjudged invalid or held unconstitutional by any court of competent jurisdiction, the same shall not affect, impair, or invalidate this ordinance as a whole or any part or provision thereof other than the part so declared to be invalid or unconstitutional, and the City Council of the City of Hilshire Village, Texas, hereby declares that it would have passed each and every part of the same notwithstanding the omission of any such part so declared to be Invalid or unconstitutional, or whether there be one or more such parts. Furthermore, if any portion or portions hereof be so held to be invalid or unconstitutional, then the corresponding portion of the Zoning Ordinance adopted by the City of Hilshire Village, Texas, shall continue to be effective.

96:00 CONFLICT WITH OTHER RESTRICTIONS

96:01 NON-CONFLICTING: It is not the intent of this ordinance to interfere with or annul any easement, contract or covenant between parties, provided that:

96:01.01 Ordinance more restrictive: Wherever the regulations of this ordinance require an equal or greater width or size of yard or other open spaces, or require an equal or lower height of building or an equal or less number of stories, or require an equal or greater percentage of lot to be left unoccupied, or impose other equal or higher standards than are required in any other easement, contract or covenant, the provisions of this ordinance shall govern.

96:01.02 Other more restrictive: Whenever the provisions of any other easement, contract or covenant require a greater width of yard or other open spaces, or require a lower height of building or a less number of stories, or require a greater width of yard or other open spaces, or require a lower height of building or a less number of stories, or require a greater percentage of lot to be left unoccupied, or impose other higher standards than are required by this ordinance, the provisions of such easement, contract or covenant shall govern.

96:02 LAWFUL USE: Nothing herein contained shall have the effect of making lawful any use now prohibited by law.

97:00 REPEALER

City of Hilshire Village Ordinance No. 11 adopted March 22, 1956, Ordinance No. 102 adopted July 16, 1963, Ordinance No. 103 adopted November 13, 1963, Ordinance No. 104 adopted November 19, 1963, and Ordinance 361 adopted August 21, 1990 are hereby repealed, together with all other inconsistent or conflicting ordinances or parts of ordinances.

98:00 ADOPTION

PASSED, APPROVED, AND ADOPTED, this 3rd day of December, 1991.

ATTEST:

ORDINANCE NO. 382

AN ORDINANCE WHEREBY THE CITY OF HILSHIRE VILLAGE, TEXAS, AND SOUTHWESTERN BELL TELEPHONE COMPANY AGREE THAT, FOR THE PURPOSE OF OPERATING ITS TELECOMMUNICATIONS BUSINESS, THE TELEPHONE COMPANY SHALL MAINTAIN AND CONSTRUCT ITS POLES, WIRES, ANCHORS, FIBER, CABLES, MANHOLES, CONDUITS AND OTHER PHYSICAL PLANT AND APPURTENANCES IN, ALONG, ACROSS, ON, OVER, THROUGH, ABOVE AND UNDER ALL PUBLIC STREETS, AVENUES, HIGHWAYS, ALLEYS, SIDEWALKS, BRIDGES OR PUBLIC WAYS IN SAID CITY: PRESCRIBING THE ANNUAL COMPENSATION DUE THE CITY UNDER THIS ORDINANCE; PRESCRIBING THE CONDITIONS GOVERNING USE OF PUBLIC RIGHTS-OF-WAY AND THE PERFORMANCE OF CERTAIN CONSTRUCTION WORK ON PUBLIC RIGHTS-OF-WAY FOR THE TELEPHONE COMPANY'S TELECOMMUNICATIONS BUSINESS: PROVIDING IN INDEMNITY CLAUSE; SPECIFYING GOVERNING LAWS; PROVIDING FOR A RELEASE OF ALL CLAIMS UNDER PRIOR ORDINANCES; PROVIDING FOR FUTURE CONTINGENCIES; PROVIDING FOR WRITTEN ACCEPTANCE OF THIS ORDINANCE BY THE TELEPHONE COMPANY; AND PROVIDING FOR A TERM AND AN EFFECTIVE DATE.

WHEREAS, Southwestern Bell Telephone Company (hereinafter referred to as the "TELEPHONE COMPANY") is now and has been engaged in the telecommunications business in the State of Texas and in furtherance thereof, has erected and maintained certain items of its physical plant in the City of Hilshire Village, Texas (hereinafter referred to as the "CITY") for many years pursuant to such rights as have been granted it by and under the laws of the State of Texas, and subject to the reasonable exercise of the police powers granted by and under said laws to the CITY; and

WHEREAS, the TELEPHONE COMPANY has operated its telecommunications business in the CITY under successive ordinances of the CITY, the last of which was the Ordinance Number 2 adopted August 11, 1955, which provided compensation to the CITY for the superintendence of that agreement based upon a percentage of gross receipts received by the TELEPHONE COMPANY from certain local services rendered within the corporate limits of the CITY; and

WHEREAS, it is recognized by the parties that changes in the telecommunications industry, changes in technology, changes in state and federal law, and changes in the accounting practices mandated by the Uniform System of Accounts promulgated by the Federal Communications Commission ("FCC"), along with regulatory requirements of the Texas Public Utility Commission ("PUC"), have caused the traditional method of determining the amount of compensation to municipalities to become administratively impractical for telecommunications utilities. In order to resolve these issues in a manner satisfactory to both the CITY and the TELEPHONE COMPANY, the CITY and the TELEPHONE COMPANY have chosen the method of determining the amount of compensation provided for in this Ordinance to eliminate the expense and time related to audits, to achieve administrative simplicity, to provide the CITY with predictable revenues and an opportunity for growth and to avoid the expense and delays of litigation which could be necessary to resolve any issues in controversy between the parties; and

WHEREAS, it is to the mutual advantage of both the CITY and the TELEPHONE COMPANY that an agreement should be entered into between the TELEPHONE COMPANY and the CITY establishing the conditions under which the TELEPHONE COMPANY shall maintain and construct its physical plant in the CITY in the future;

NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF HILSHIRE VILLAGE, TEXAS, THAT

SECTION 1 - PURPOSE

Pursuant to the laws of the State of Texas and this Ordinance, the TELEPHONE COMPANY has the NON-EXCLUSIVE right and privilege to USE the public RIGHTS-OF-WAY in the CITY for the operation of a telecommunications system subject to the restrictions set forth herein. The TELEPHONE COMPANY may USE such RIGHTS-OF-WAY for its telecommunications FACILITIES. The TELEPHONE COMPANY'S FACILITIES and TRANSMISSION MEDIA used in or incident to the provision of telecommunications service and to the maintenance of a telecommunications business by the TELEPHONE COMPANY in the CITY shall remain as now constructed, subject to such changes as under the conditions prescribed in this Ordinance may be considered necessary to the public health and safety by the CITY in the exercise of its lawful police powers and such changes and extensions as may be considered necessary by the TELEPHONE COMPANY in the pursuit of its telecommunications business. The terms of this Ordinance shall apply throughout the CITY, and to all operations of the TELEPHONE COMPANY within the CITY, and shall include all operations and FACILITIES used in whole or in part in the provision of telecommunications services in newly annexed areas upon the effective date of any annexation.

SECTION 2 - ADDITIONAL AUTHORITY REQUIRED

The TELEPHONE COMPANY is not authorized to provide cable television service in the CITY under this Ordinance, but must first obtain a separate agreement from the CITY for that purpose, under such terms and conditions as may be required by law. This Section does not preclude the TELEPHONE COMPANY from providing its tariffed services to cable television companies.

SECTION 3 - DEFINITIONS

Whenever used in this Ordinance, the following words and terms shall have the definitions and meanings provided in this Section:

(a)

FACILITIES: all TELEPHONE COMPANY duct spaces, manholes, poles, conduits, underground and overhead passageways, and other equipment, structures and appurtenances and all associated TRANSMISSION MEDIA.

(b)

USE: any TELEPHONE COMPANY acquisition, construction, reconstruction, maintenance or operation of any FACILITIES in, over, under, along, through or across the public RIGHTS-OF-WAY for any purpose whatsoever.

(c)

CITY: The City of Hilshire Village, Texas.

(d)

RIGHTS-OF-WAY: all present and future streets, avenues, highways, alleys, bridges and public property, within the city limits of the CITY.

(e)

DIRECTION OF THE CITY: all ordinances, laws, rules, and regulations of the CITY now in force or that may hereafter be passed and adopted which are not inconsistent with this Ordinance.

(f)

TRANSMISSION MEDIA: all TELEPHONE COMPANY cables, fibers, wires or other physical devices used to transmit and/or receive communication signals, whether analog, digital or of other characteristics, and whether for voice, data or other purposes.

(g)

NON-EXCLUSIVE: no rights agreed to in this Ordinance by the CITY shall be exclusive, and the CITY reserves the right to grant franchises, licenses, easements or permissions to use the public RIGHTS-OF-WAY within the CITY to any person or entity as the CITY, in its sole discretion, may determine to be in the public interest.

(h)

TELEPHONE COMPANY: Southwestern Bell Telephone Company.

SECTION 4 - TERM ^[2]

This Ordinance, as the term is extended, shall be in force and effect from April 1, 1999, through December 31, 1999.

SECTION 5 - SUPERVISION BY CITY OF LOCATION OF POLES AND CONDUITS

All poles placed shall be of sound material and reasonably straight, and shall be set so that they will not interfere with the flow of water in any gutter or drain, and so that the same will not unduly interfere with ordinary travel on the streets or sidewalks. The location and route of all poles, stubs, guys, anchors, conduits, fiber and cables placed and constructed by the TELEPHONE COMPANY in the construction and maintenance of its telecommunications system in the CITY shall be subject to the lawful, reasonable and proper control and DIRECTION OF THE CITY. It is further understood that the TELEPHONE COMPANY will give consideration to all reasonable requests by the CITY to relocate its present aerial facilities underground or place new facilities underground.

SECTION 6 - ATTACHMENTS TO POLES AND SPACE IN DUCTS

(a)

Nothing contained in this Ordinance shall be construed to require or permit any pole attachments for electric light or power wires or communications facilities or systems not provided by the TELEPHONE COMPANY to be attached to the TELEPHONE COMPANY'S poles or other physical plant or placed in the TELEPHONE COMPANY'S conduit. If the CITY desires pole attachments for electric light or power wires or communications facilities or systems not provided by the TELEPHONE COMPANY, or if the CITY desires to place communications facilities or systems not provided by the TELEPHONE COMPANY in any TELEPHONE COMPANY duct, then a further separate, noncontingent agreement shall be prerequisite to such attachment(s) or such use of any duct by the CITY. Nothing contained in this Ordinance shall obligate or restrict the TELEPHONE COMPANY in exercising its rights voluntarily to enter into pole attachment, pole usage, joint ownership or other wire space or facilities agreements with light and/or power companies or with other wire-using companies which are authorized to operate within the CITY.

(b)

The TELEPHONE COMPANY shall hold itself ready to furnish without charge, subject to the use of the CITY, such wire space as may be required from time to time by the CITY upon the poles, in conduits, or in cables now owned or hereafter erected by the TELEPHONE COMPANY in the CITY for the use of the CITY'S police and fire alarm and traffic signaling systems, provided that the required wire space shall not exceed the wire capacity of five circuits. The location on the poles of this wire space shall be determined on specific applications for space, at the time the applications are received from the CITY, and will be allotted in accordance with the considerations for electrical construction provided in the National Electrical Safety Code. Also, in its wire placement on the TELEPHONE COMPANY'S poles, in conduits, or cables, the CITY will follow the suggestions and requirements provided in the National Electrical Safety Code. Where conduits are laid or are constructed by the TELEPHONE COMPANY, it shall hold itself ready to furnish sufficient duct space not to exceed the capacity of one duct for use by the CITY for such systems as aforesaid. All such wires, whether on poles or in conduits, shall be constructed, maintained and operated in such manner as not to interfere with or create undue hazard in the operation of the telecommunications system of the TELEPHONE COMPANY. It is further agreed that the TELEPHONE COMPANY shall not be responsible to any party or parties whatsoever for any claims, demands, losses, suits, judgments for damages or injuries to persons or property by reason of the construction, maintenance, inspection or use of facilities or the wires belonging to the CITY.

SECTION 7 - STREETS TO BE RESTORED TO PRE-EXISTING CONDITION

The surface of any public street, avenue, highway, alley, sidewalk or public place disturbed by the TELEPHONE COMPANY in the construction or maintenance of its telecommunications system shall be restored within a reasonable time after the completion of the work to as good a condition as before the commencement of the work. Should the CITY reasonably determine, within one year from the date of such restoration, that such surface requires additional restoration work to place it in as good a condition as before the commencement of the work, the TELEPHONE COMPANY shall perform such additional restoration work to the reasonable satisfaction of the CITY. No public street, avenue, highway, alley or public place shall be encumbered for a longer period than shall be reasonably necessary to execute all work. The TELEPHONE COMPANY shall secure any requisite permits as may be required from time to time by the CITY prior to the disturbance of any public streets, avenue, highway, alley, sidewalk or public place and such permits will be granted at no cost to the TELEPHONE COMPANY or its contractors.

SECTION 8 - TEMPORARY REARRANGEMENT OF AERIAL WIRES

Upon request, the TELEPHONE COMPANY shall remove or raise or lower its aerial wires, fiber or cables temporarily to permit the moving of houses or other bulky structures. The expense of such temporary rearrangements shall be paid by the party or parties requesting them, excluding the CITY, and the TELEPHONE COMPANY may require payment in advance. The TELEPHONE COMPANY shall be given not less than ninety-six (96) hours advance notice to arrange for such temporary rearrangements. All wires and cables, except drop or service wires and cables, shall be not less than that distance required by law, above the traveled surface of any CITY street, alley or sidewalk and above the surface of any CITY parks or playgrounds.

SECTION 9 - TREE TRIMMING

The right, license, privilege and permission is hereby granted to the TELEPHONE COMPANY, its contractors and agents, to trim trees upon and overhanging the streets, avenues, highways, alleys, sidewalks and public places of the CITY so as to prevent the branches of such trees from coming in contact with the aerial wires, fiber or cables of the TELEPHONE COMPANY, and when so directed by the CITY, said trimming shall be done under the supervision and direction of the CITY or of any CITY official to whom said duties have been or may be delegated.

SECTION 10 - RELOCATION OF FACILITIES

The TELEPHONE COMPANY shall, upon the written request of the CITY, relocate its FACILITIES situated within any street, at no expense to CITY, where reasonable and necessary to accommodate street construction or widening or other public improvement projects of the CITY. In the case of a joint CITY/Metropolitan Transit Authority street construction or widening project which necessitates the relocation of the TELEPHONE COMPANY'S FACILITIES situated within any street, such relocation shall be at no expense to either the CITY or the Metropolitan Transit Authority. If said requirements impose a financial hardship upon the TELEPHONE COMPANY, the TELEPHONE COMPANY shall have the right to present to the CITY alternative proposals to the proposed relocation. The CITY shall give due and reasonable consideration to such alternative proposals. It is understood that the CITY shall not require TELEPHONE COMPANY to remove its FACILITIES entirely from any RIGHTS-OF-WAY.

SECTION 11 - INDEMNITY

The TELEPHONE COMPANY shall indemnify and hold the CITY harmless from all costs, expenses (including attorney's fees) and damages to persons or property arising directly or indirectly out of the construction, maintenance or operation of the TELEPHONE COMPANY'S FACILITIES located within the public RIGHTS-OF-WAY found to be caused solely by the negligence of the TELEPHONE COMPANY. This provision is not intended to create a cause of action or liability for the benefit of third parties but is solely for the benefit of the TELEPHONE COMPANY and the CITY.

SECTION 12 - DESIGNATION OF ADMINISTRATIVE OFFICER; RIGHT TO OBTAIN INFORMATION

(a)

The CITY may exercise any and all of the powers conferred upon the CITY by its Charter or by general law relating to the administration and supervision of this Ordinance.

(b)

It shall be the right of the City of Hilshire Village at all times to keep fully informed as to all matters in connection with or affecting the construction, reconstruction, maintenance, operation and repair of the FACILITIES of the TELEPHONE COMPANY within the RIGHTS-OF-WAY.

SECTION 13 - ADMINISTRATION OF ORDINANCE

(a)

The CITY may, at any time, make inquiries pertaining to this Ordinance and the TELEPHONE COMPANY shall respond to such inquiries on a timely basis.

(b)

Copies of petitions, applications, communications and reports submitted by the TELEPHONE COMPANY to the Federal Communications Commission or the Public Utility Commission of Texas shall be provided to the CITY upon request.

(c)

The CITY may establish, after reasonable notice, such rules and regulations as may be appropriate for the administration of this Ordinance and the construction of the TELEPHONE COMPANY'S FACILITIES on CITY property to the extent permitted by law.

SECTION 14 - COMPENSATION TO THE CITY

(a)

As compensation for the use, occupancy, oversight, supervision and regulation of the CITY'S RIGHTS-OF-WAY, and in lieu of and in full compensation for any lawful tax or license or charge or RIGHT-OF-WAY permit fee or inspection fee, whether charged to the TELEPHONE COMPANY or its contractor(s), or any RIGHT-OF-WAY easement or street or alley rental or franchise tax or other character of charge for use and occupancy of the RIGHTS-OF-WAY within the CITY, except the usual general ad valorem taxes, special assessments in accordance with State law or sales taxes now or hereafter levied by the CITY in accordance with State law, the CITY hereby imposes a Charge upon the Gross Receipts (as hereinafter defined) of the TELEPHONE COMPANY. The amount of the Charge for the first year this Ordinance is in effect shall be $61.00.

For the second year the Charge shall be $76.00. increased by the Growth Factor as set forth in paragraph 14(c), if applicable. For the third and subsequent years while this Ordinance remains in effect, the above Charge is subject to adjustment by application of the Growth Factor set out in paragraph 14(c). This adjustment for the Growth Factor will be made effective as of each anniversary date of this Ordinance. In no event shall the Charge for subsequent years that this Ordinance is in effect be less than the above amount stated for the second year of this Ordinance, except as provided in the case of disannexation as set forth in paragraph 14(e), or as provided in Section 19 herein.

The TELEPHONE COMPANY will, according to tariff, bill such Charge to the customers billed the customer service charges included within the term "Gross Receipts," as defined herein. Gross Receipts, for purposes of this Charge, shall include only customer service charges which meet all four of the following conditions: (1) such charges are for TELEPHONE COMPANY services provided within the CITY; (2) such charges are billed through the TELEPHONE COMPANY'S Customer Records Information System ("CRIS"); (3) such charges are the recurring charges for the local exchange access rate element specified in the TELEPHONE COMPANY'S tariffs filed with the PUC; and (4) such charges are subject to an interstate end user common line ("EUCL") charge as imposed by the Federal Communications Commission ("FCC").

The TELEPHONE COMPANY shall adjust its billings to customers to account for any undercollection or overcollection of the Charge due the CITY.

(b)

The Charge for each year shall be paid in four (4) equal installments on May 31, August 31, November 30 and February 28. In the event of any over or undercollection from customers at the expiration of this Ordinance, the TELEPHONE COMPANY may make a pro rata one-time credit or charge to the customer billing for affected customers who are billed for a service included within Gross Receipts, as defined in paragraph 14(a). This will be accomplished within 150 days following the date of expiration of this Ordinance. If however, it is impractical to credit any overcollection to customers, then such overcollection shall be paid to the CITY.

(c)

The Growth Factor shall be calculated by dividing the TELEPHONE COMPANY'S revenues within the corporate limits of the CITY subject to the state telecommunications sales tax ("Sales Tax Revenues") applicable to services rendered within the corporate limits of the CITY for the twelve month period ending three (3) months prior to the next anniversary date of this Ordinance by the Sales Tax Revenues for the twelve month period ending three (3) months prior to either the initial effective date or the preceding anniversary date of this Ordinance as applicable. The Growth Factor calculated by the method set forth in the preceding sentence, if greater than one, shall be multiplied by the appropriate year's Charge as stated above. For the third and subsequent years of this Ordinance, the Growth Factor, if greater than one, shall be multiplied by the then current year's Charge to determine the Charge for the next year. The TELEPHONE COMPANY will adjust its customer billing to account for the Growth Factor calculated above.

Once the Growth Factor calculation is completed, the TELEPHONE COMPANY will provide the CITY with the following information: the Sales Tax Revenues upon which the Growth Factor calculation was based and the Sales Tax remittance amounts transmitted by a letter signed by an officer of the TELEPHONE COMPANY.

The CITY agrees to rely upon audits by the Texas Comptroller of Public Accounts of state telecommunications sales taxes as reported by the TELEPHONE COMPANY which are performed in compliance with Sections 151.023 and 151.027 of the Texas Tax Code Annotated (Vernon's 1982). The Growth Factor shall be recomputed to reflect any final, nonappealable adjustments made pursuant to an audit finding by the Texas Comptroller of an inaccuracy in the TELEPHONE COMPANY'S reports of revenues subject to state telecommunications sales taxes.

(d)

Such payments shall not relieve the TELEPHONE COMPANY from paying all applicable municipally-owned utility service charges. Should the CITY not have the legal power to agree that the payment of the foregoing Charge shall be in lieu of the taxes, licenses, charges, RIGHTS-OF-WAY permit or inspection fees, rentals, RIGHTS-OF-WAY easements or franchise taxes aforesaid, then the CITY agrees that it will apply so much of such payments as may be necessary to the satisfaction of the TELEPHONE COMPANY'S obligation, if any, to pay any such taxes, licenses, charges, RIGHTS-OF-WAY permit or inspection fees, rentals, RIGHTS-OF-WAY easements or franchise taxes.

(e)

In the event that either (1) territory within the boundaries of the CITY shall be disannexed and a new incorporated municipality created which includes such territory or (2) an entire, existing incorporated municipality shall be consolidated or annexed into the CITY, then notwithstanding any other provision of this Ordinance, the Charge shall be adjusted. To accomplish this adjustment, within thirty days following the action effecting a disannexation/annexation as described above, the CITY shall provide the TELEPHONE COMPANY with maps of the affected area(s) showing the new boundaries of the CITY.

In the event of an annexation as described above, the Charge for the CITY will be adjusted to include the amount of the payment by the TELEPHONE COMPANY to the existing incorporated municipality being annexed. In the event that the annexed municipality had no ordinance imposing a Charge or in the event of a disannexation, then the adjustment to the Charge will be calculated using the effective date of the imposition of Local Sales Taxes as determined by the Texas Comptroller of Public Accounts. The adjustment shall be the percent increase/decrease in the TELEPHONE COMPANY'S Gross Receipts as defined herein for the CITY for the first calendar month following the Local Sales Tax effective date compared to the last month prior to such effective date. This adjustment to the Charge will be made on the first day of the second month following the Local Sales Tax effective date and the adjusted Charge shall be prorated from that date through the remainder of the payment year. The Charge as adjusted shall be used for all future calculations required by this Ordinance.

SECTION 15 - ASSIGNMENT OF ORDINANCE

This Ordinance and any rights or privileges hereunder shall not be assignable to any other entity without the express consent of the CITY. Such consent shall be evidenced by an ordinance which shall fully recite the terms and conditions, if any, upon which such consent is given.

SECTION 16 - COMPLIANCE

(a)

Method of Termination by the TELEPHONE COMPANY. In the event the CITY, by act or omission violates any term, condition or provision of this Ordinance, the TELEPHONE COMPANY shall notify the CITY in writing requesting that the CITY correct any such violation. Should the CITY fail or refuse to correct any such violation within thirty (30) days from the date of TELEPHONE COMPANY'S notice, the TELEPHONE COMPANY shall have the right to terminate this agreement.

Any such termination and cancellation shall be upon written notification to the CITY; provided, however, and before any such termination is effective, the CITY must be given at least sixty (60) days advance written notice that it will be provided an opportunity to be heard by the TELEPHONE COMPANY'S management regarding the basis for termination before such action is taken which notice shall set forth the time, date and place of the hearing.

(b)

Method of Termination by the CITY. In the event the TELEPHONE COMPANY, by act or omission violates any term, condition or provision of this Ordinance, the CITY shall notify the TELEPHONE COMPANY in writing requesting that the TELEPHONE COMPANY correct any such violation. Should the TELEPHONE COMPANY fail or refuse to correct any such violation within thirty (30) days from the date of CITY'S notice, the CITY shall, upon written notification of the TELEPHONE COMPANY, have the right to terminate this agreement.

Any such termination and cancellation shall be by ordinance adopted by City Council; provided, however, before any such ordinance is adopted, the TELEPHONE COMPANY must be given at least sixty (60) days' advance written notice, which notice shall set forth the causes and reasons for the proposed termination and cancellation and shall advise the TELEPHONE COMPANY that it will be provided an opportunity to be heard by City Council regarding such proposed action before any such action is taken, and shall set forth the time, date and place of the hearing.

(c)

Force Majeure. Other than its failure, refusal or inability to pay its debts and obligations, including, specifically, the payments to the CITY required by this Ordinance, the TELEPHONE COMPANY shall not be declared in default or be subject to any sanction under any provision of this Ordinance in those cases in which performance of such provision is prevented by reasons beyond its control.

SECTION 17 - MUTUAL RELEASES

The CITY hereby fully releases, discharges, settles and compromises any and all claims which the CITY has made or could have made arising out of or connected with the Ordinance Number 2 adopted August 11, 1955, and renewed or extended from time to time thereafter, and its predecessor ordinances, if any, (hereinafter referred to collectively as "Ordinance 2"). This full and complete release of claims for any matters under Ordinance 2 shall be for the benefit of Southwestern Bell Telephone Company; its parent; its affiliates; their directors, officers and employees; successors and assigns; and includes any and all claims, actions, causes of action and controversies, presently known or unknown, arising directly or indirectly out of or connected with the TELEPHONE COMPANY'S obligations to the CITY pursuant to the provisions of Ordinance 2. Southwestern Bell Telephone Company, its parent, its affiliates, successors and assigns hereby fully release, discharge, settle and compromise any and all claims, actions, causes of action or controversies heretofore made or which could have been made, known or unknown, against the CITY, its officers or its employees, arising out of or connected with any matters under Ordinance 2.

It is the intent of the CITY and the TELEPHONE COMPANY to enter into the foregoing mutual releases in order to reach a compromise that is acceptable to both the CITY and the TELEPHONE COMPANY. This Ordinance and the mutual releases set forth in this Section represent a compromise of each party's claims as well as each party's defenses, and is not intended to be and is not an admission of liability or vulnerability by either party to the other with respect to either the claims or the defenses asserted against the other.

SECTION 18 - REPEAL OF CONFLICTING ORDINANCES AND AGREEMENTS

The Ordinance Number 2 adopted August 11, 1955, is hereby repealed; provided, however, such repeal shall take effect at 11:59 p.m. on the day immediately preceding the effective date specified in the Section of this Ordinance entitled "ACCEPTANCE OF AGREEMENT AND EFFECTIVE DATE". All other ordinances and agreements and parts of ordinances and agreements in conflict herewith are also repealed, which repeal shall take effect at the time and on the date specified in the preceding sentence.

SECTION 19 - FUTURE CONTINGENCY

Notwithstanding anything contained in this Ordinance to the contrary, in the event that (a) this Ordinance or any part hereof, (b) any tariff provision by which the TELEPHONE COMPANY seeks to collect the Charge imposed by this Ordinance, or (c) any procedure provided in this Ordinance, or (d) any compensation due the CITY under this Ordinance, becomes, or is declared or determined by a judicial, administrative or legislative authority exercising its jurisdiction to be excessive, unrecoverable, unenforceable, void, unlawful or otherwise inapplicable, in whole or in part, the TELEPHONE COMPANY and CITY shall meet and negotiate a new ordinance that is in compliance with the authority's decision or enactment and, unless explicitly prohibited, the new ordinance shall provide the CITY with a level of compensation comparable to that set forth in this Ordinance provided that such compensation is recoverable by the TELEPHONE COMPANY in a mutually agreed manner permitted by law for the unexpired portion of the term of this Ordinance.

SECTION 20 - GOVERNING LAW

(a)

This Ordinance shall be construed in accordance with the CITY Code(s) in effect on the date of passage of this Ordinance to the extent that such Code(s) are not in conflict with or in violation of the Constitution and laws of the United States or the State of Texas.

(b)

This Ordinance shall be construed and deemed to have been drafted by the combined efforts of the CITY and the TELEPHONE COMPANY.

(c)

All of the regulations and activities required by this Ordinance are hereby declared to be for the health, safety and welfare of the general public.

SECTION 21 - ACCEPTANCE OF AGREEMENT AND EFFECTIVE DATE

The CITY shall deliver a properly certified copy of this Ordinance to the TELEPHONE COMPANY within three (3) working days of its final passage. The TELEPHONE COMPANY shall have thirty (30) days from and after the final passage of this Ordinance to file its written acceptance of this Ordinance with the CITY Secretary. This Ordinance shall become effective beginning the first day of the quarter not less than thirty (30) days after its final passage by the CITY.

Passed and approved following the 1st reading hereof this third day of December, A.D., 1991.

City of Hilshire Village,
Texas

ATTEST:

I, Judy Stearns, City Secretary of the City of Hilshire Village, Texas, do hereby certify that the foregoing is a true and correct copy of Ordinance Number 382, finally passed and approved by the Board of Aldermen of Hilshire Village, Texas, following the 1st reading thereof at a regular meeting held on the 3 day of December, 1991.

ORDINANCE NO. 416

AN ORDINANCE OF THE CITY OF HILSHIRE VILLAGE, TEXAS, TRANSFERRING TIME WARNER ENTERTAINMENT COMPANY, L. P., TO TIME WARNER ENTERTAINMENT-ADVANCE NEWHOUSE PARTNERSHIP.

WHEREAS, Time Warner Entertainment Company, L. P. ("TWE") is the holder of a franchise (the "Franchise") to provide cable television service for the City of Hilshire Village, Texas; and

WHEREAS, TWE with Advance Publications and Newhouse Broadcasting Corporation will create a new joint venture cable operation to be called Time Warner-Advance/Newhouse Partnership; and

WHEREAS, the joint venture will be managed by TWE and be two-thirds owned by TWE and one-third owned by Advance/Newhouse, a partnership of Newhouse Broadcasting and Advance Publications Inc.; and

WHEREAS, the Time Warner Entertainment-Advance Newhouse Partnership will be bound by the terms and conditions of the Franchise, subject to applicable law.

NOW THEREFORE, be it ordained that, as required under the Franchise, Section 11 of Ordinance No. 294, adopted September 21, 1976, transfer of the Franchise and the cable television service operating pursuant to the Franchise from TWE to Time Warner Entertainment-Advance/Newhouse Partnership (including any necessary transfers through one or more Time Warner entities) is hereby consented to in all respects.

PASSED, APPROVED, and ADOPTED this 18th day of October, 1994.

ATTEST:

ORDINANCE NO. 455

AN ORDINANCE OF THE CITY OF HILSHIRE VILLAGE, TEXAS, GRANTING TO TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE PARTNERSHIP LP., ITS SUCCESSORS AND, THE RIGHT, PRIVILEGE, AND FRANCHISE FOR THE TERM ASSIGNS OF FIFTEEN (15) YEARS TO ERECT, MAINTAIN, AND OPERATE A COMMUNITY ANTENNA TELEVISION SYSTEM IN THE CITY OF Hilshire Village, TEXAS; TO ERECT, MAINTAIN, AND OPERATE ITS POLES., ANCHORS, WIRES, CABLES, ELECTRONIC CONDUCTORS, CONDUITS, MANHOLES, AND OTHER STRUCTURES AND APPURTENANCES IN, OVER, UNDER, ALONG, AND ACROSS THE PRESENT AND FUTURE PUBLIC STREETS, HIGHWAYS, ALLEYS, BRIDGES, EASEMENTS, AND OTHER PUBLIC WAYS AND PLACES IN THE CITY; PRESCRIBING COMPENSATION FOR THE RIGHTS, PRIVILEGES, AND FRANCHISE CONFERRED HEREUNDER; PRESCRIBING THE CONDITIONS GOVERNING THE OPERATION OF THE BUSINESS INSOFAR AS IT AFFECTS THE USE OF PUBLIC PROPERTY FOR THE PURPOSE OF SUCH BUSINESS; PROVIDING CONDITIONS REGARDING THE INSTALLATION, UPGRADE, MAINTENANCE, AND OPERATION OF SAID SYSTEM AND BUSINESS; CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT; AND PROVIDING FOR SEVERABILITY.

WHEREAS, by Ordinance No. 229, passed and approved on September 21, 1976, the City of Hilshire Village, Texas ("City"), granted to Houston Cable TV, Inc. (now Time Warner Entertainment Advance/Newhouse Partnership LP., referred to as "Time Warner" or "Grantee"), the right, privilege, and Franchise to erect, maintain, and operate a community antenna television system in said City; and within the City under such Franchise; and

WHEREAS, pursuant to its terms and provisions, said Franchise will expire on or about September 21, 1996; and

WHEREAS, Time Warner has requested a new Franchise to allow operation of a cable television system in the City of Hilshire Village in accordance with the renewal provision of the Cable Act of 1984, as amended; and

WHEREAS, the City Council finds from all the evidence that Time Warner fully meets all the legal, character, financial, and technical qualifications, as well as all other qualifications, necessary to assure the cable service area in the jurisdictional boundaries of the City of Hilshire Village, both as it is now and as it will be during the duration of this Franchise agreement, will receive the best available cable television service and that additional construction arrangements proposed by Time Warner are fully adequate and feasible; and

WHEREAS, following proper notice the City Council of the City of Hilshire Village held a public hearing on Time Warner's application, at which time representatives of Time Warner and interested citizens were heard in a full public proceeding affording opportunity for comment by any and all persons desiring to be heard; and

WHEREAS, from information presented at such public hearing, from facts and circumstances developed or discovered through independent study and investigation, and because of Time Warner's commitment to timely initiate and complete the replacement and upgrade of such community antenna television system to a level equal to the state of the art of cable television and to maintain and operate the same in accordance with the highest accepted standards of the industry, the City Council now deems it appropriate and in the best interest of the City and its inhabitants that the Cable television Franchise be renewed with Time Warner; now, therefore

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HILSHIRE VILLAGE, TEXAS:

ARTICLE 1

ENACTMENT

§1.01. Recitals. The facts and recitations set forth in the preamble of this Ordinance are hereby adopted, ratified, and confirmed.

§1.02. Short Title. This Ordinance shall be known and may be cited as "The City of Hilshire Village Time Warner Cable Television Franchise Ordinance." The term "Franchise" is used herein.

ARTICLE 2

DEFINITIONS

§2.01. General. The following terms, phrases, words, abbreviations, and their derivations shall have the meanings hereafter set forth. Terms, phrases, words, and abbreviations not defined herein shall be construed in accordance with the ordinances of the City or their customary usage and meaning. When not inconsistent with the context, words used in the singular shall include the plural, words in the plural shall include the singular, and words used or defined in one tense or form shall include other tenses or derivative forms. The headings contained in this Ordinance are to facilitate reference only, do not form a part of this Ordinance, and shall not in any way affect the construction or interpretation hereof. The words "shall," "will," and "must" are mandatory, and the word "may" is permissive or directory:

A.

Additional Subscriber Services. Any Communications services other than Basic Cable Service, Expanded Subscriber Service, Pay Television and any service provided by a facility of a common carrier which is subject, in whole or in part, to the provisions of the Communications Act of 1984, (except that such facility is used in the transmission of video programming directly to Subscribers), provided by Grantee over the CATV System including, but not limited to, burglar alarm, data or other electronic intelligence transmission, facsimile reproduction, meter reading and home shopping, and program guides. Additional Services shall not include delivery by the CATV System of any programming on an Educational or Governmental Access Channel. Any access channel, if provided, shall be included in Basic Cable Service.

B.

Anniversary Date. The date on which this Franchise ordinance was passed and approved by the City Council of the City of Hilshire Village.

C.

Basic Cable Service. The simultaneous delivery by Grantee to television receivers or other suitable type of audio-video communication receivers of that service regularly offered or provided to all of its Subscribers.

D.

Cable Service. The transmission to Subscribers of video programming or other programming service and Subscriber interaction, if any, which is required for the selection of such video programming or other programming service.

E.

CATV. Community antenna television.

F.

CATV System. A system of cables, wires, lines, fiber optics, towers, wave guides, microwave and laser beams, and any associated converters, equipment, or facilities designed and constructed for the primary purpose of providing broadband telecommunications services which include cable services by producing, receiving, amplifying, and distributing by audio, video, and other forms of electronic or electric signals whether originating within the City or elsewhere. Such system does not include:

1.

A facility that serves only Subscribers in one (1) or more multiple unit dwellings under common ownership, control or management, unless such facility or facilities uses any public right-of-way; or

2.

A facility of a common carrier which, as of the effective date of this Franchise, is subject to the provisions of the Cable Act of 1984, in whole as amended, or in part, except that such facility shall be considered a CATV System to the extent that such facility is used in the transmission of video programming directly to the Subscriber; or

3.

A facility that services only to retransmit the television signals of 1 or more television broadcast stations; or

4.

Any facilities of any electric utility used solely for operating its electric utility system.

G.

Channels. A band of frequencies, six (6) megahertz wide, in the electromagnetic spectrum which is capable of carrying both (1) audio-video television signals and non-video signals and (2) non-video signals or the equivalent thereof utilizing current technology.

H.

City. The City of Hilshire Village, Texas, a municipal corporation of the State of Texas.

I.

City Council. The present governing body of the City or any successor to the legislative powers of the present City Council.

J.

Converter. An electronic device which converts signals to a frequency not susceptible to interference within the television receiver of a Subscriber and which, by an appropriate Channel selector, also permits a Subscriber to view all signals delivered at designated dial locations.

K.

Educational Access Channel. The Channel(s) on the System which are reserved for educational users and used in accordance with the rules and procedures established by the City, or its designee.

L.

Expanded Subscriber Service. The Basic Cable Service tier plus the addition of one or more clusters of cable programming services which may or may not be offered for an additional monthly charge.

M.

Federal Communications Commission or FCC. The agency as presently constituted by the United States Congress or any successor agency with jurisdiction over CATV matters.

N.

Franchise Year. Any twelve-month period commencing on an Anniversary Date and extending to the day immediately preceding the next subsequent Anniversary Date.

O.

Franchise Area. The incorporated area of the City and such additional areas as may be included in the corporate limits of the City during the term of this Franchise.

P.

Government Access Channel. The Channel(s) on the System which are reserved for government uses and used in accordance with the rules and procedures established by the City, or its designee.

Q.

Grantee. Time Warner Cable, a division of Time Warner Entertainment Company, L.P., (Time Warner), or any person who succeeds Time Warner in accordance with the provisions of this Franchise.

R.

Gross Revenues. All revenues collected by the Grantee from or as a result of the operation of its CATV System including, but not limited to, Basic Cable Service revenues, Expanded Subscriber Service revenues, Additional Subscriber Service revenues, Pay Television revenues, advertising revenues, revenues resulting from connection or reconnection fees of any kind, revenues resulting from the rental of equipment of any kind, revenues resulting from the sale, lease, or rental of Channels or channel capacity and all other revenues of any kind received by the Grantee from the System. Gross Revenues shall not include the following:

1.

any taxes which are imposed on any Subscriber or user of the System by any governmental unit and collected by the Grantee for such governmental unit;

2.

revenues resulting from the sale of equipment including, but not limited to, converters and remote control devices, the hook-up of video cassette recorders, or other services required to be provided at cost, or in kind;

3.

revenues resulting from the studio production of programming used on the Educational and Governmental Access Channels;

4.

franchise fees paid to the City pursuant to this Ordinance; or

5.

fees actually paid for collection services for delinquent accounts.

S.

Interconnect. When a CATV System is physically connected to an adjacent CATV System or Systems by coaxial cable, fiber optic cable, microwave, or other means and provides the capacity for simultaneous carriage of signals, such as access programming and emergency override.

T.

Pay Television. The delivery over the CATV System of programming to Subscribers for a fee or charge over and above the charge for Basic Cable Service or Expanded Subscriber Service on a per-program or per-channel basis.

U.

Person. Any person, firm, partnership, association, corporation, company, or organization of any kind.

V.

Public Utility Commission of Texas. The agency as presently constituted by the laws of the State of Texas or any successor agency.

W.

"State of the Art". State of the Art shall mean CATV equipment that is readily available with reasonable delivery schedules from two (2) or more sources of supply with the capability to perform the intended functions demonstrated in the field under actual operating conditions by several unrelated operators for the purposes other than test or experimentation, and implementation by the Grantee is technically and economically feasible to both the Grantee and the Subscribers.

X.

Street. The surface and the space above and below any public street, road, highway, alley, bridge, sidewalk, public easement or right-of-ways or other public place or public way now or hereafter held by or under the control of the City for the purpose of public travel and shall include other easements or right-of-way now held or hereafter held by City which shall, within their proper use and meaning, entitle City and Grantee to the use thereof for the purposes of installing or transmitting CATV System transmissions over poles, wires, cables, conductors, conduits, manholes, amplifiers, appurtenances, attachments, and other structures, equipment and facilities as may be ordinarily necessary and pertinent to a CATV System.

Y.

Subscriber. Any person who receives any service delivered by the CATV System.

ARTICLE 3

GRANT OF AUTHORITY

§3.01. Use of Public Streets and Ways. There is hereby granted to Time Warner the right, privilege, and Franchise to have, acquire, construct, reconstruct, maintain, use, and operate in the City a CATV System, and to have, acquire, construct, reconstruct, maintain, use, and operate in, over, under, and along the present and future streets of the City as well as other easements and rights-of-way held by the City all reasonably necessary poles, towers, anchors, wires, cables, electronic conductors, underground conduits, manholes, and other structures and appurtenances for the construction, maintenance, and operation of a CATV System in the City.

§3.02. Use, Rental, or Lease of Utility Poles and Facilities Ties. There is hereby granted to Grantee the authority to contract with the City or with the holder or owner of any utility Franchise in the City for the use, rental, or lease of its or their poles, underground conduits, and other structures and facilities for the purpose of extending, carrying, or laying Grantee's wires, cables, electronic conductors, and other facilities and appurtenances necessary or desirable in conjunction with the operation of its CATV System. The City agrees that any public utility owning or controlling such poles or underground conduits may, without amendment to its Franchise, allow, and is encouraged to allow, Grantee to make such use thereof pursuant to any agreement reached between such utility and Grantee.

ARTICLE 4

TERM, EVALUATION, AND RENEWAL

§4.01. Term of Franchise. Upon the filing with the City by Grantee of the written acceptance required herein, this Franchise shall be in full force and effect for a term and period of fifteen (15) years commencing thirty (30) days after final passage and approval of this Ordinance.

§4.02. Performance Evaluation. In order to assure that the Grantee is complying with the terms of this Franchise and with the character, quality, and efficiency of service to be rendered, given, performed, and furnished under this Franchise, a performance evaluation hearing may be held during the term of this franchise. Unless specifically waived by the City Council, attendance of Grantee's duly authorized representative at these hearings shall be mandatory.

1.

At least thirty (30) days prior to any performance evaluation hearing on this Franchise, the City Secretary shall notify the Grantee of the date and time of the hearing. At the hearing, the Grantee shall be entitled to all the rights of due process consistent with the City proceedings, including but not limited to, the right to present evidence and the right to be represented by counsel.

2.

The subject of the hearings shall include, but not be limited to, the Grantee's performance under the Franchise, the development of new services, the utilization of new technologies, a review of any federal or state rules or regulations relevant to the Franchise, a comparison of rates and performance to any benchmarks or standards set by federal, state, or local agencies having jurisdiction, or any other matter or topic deemed by City to be relevant or material to this Franchise.

3.

Upon request of the City and within ninety (90) days from the receipt of such request, the Grantee shall file a report with the City Secretary, in reasonable detail, specifically addressing, at a minimum the following areas: compliance with the requirements regarding technical performance and testing, as provided in this Franchise, including a review of the most recent proof of performance testing and signal leakage testing (for only the City service area if it can be isolated and all test areas if it cannot be);

(i)

compliance with the requirements regarding technical performance and testing, as provided in this Franchise, including a review of the most recent proof of performance testing and signal leakage testing (for only the City service area if it can be isolated and all test areas if it cannot be);

(ii)

compliance with any plans or specifications submitted by the Grantee in connection with any system replacement and upgrade construction schedule and sequence and system characteristics, as provided in this Franchise;

(iii)

compliance with all requirements related to support for Educational and Government Access Channels, as provided in this Franchise;

(iv)

a summary of all service interruptions during the preceding calendar year (other than scheduled interruptions or interruptions of a duration less than two (2) hours for all Subscribers or any interruptions which affected less than ten percent [10%] of all Subscribers;

(v)

a summary of representative Subscriber complaints received during the latest twelve month (12) period, the number of Subscriber complaints received and the actions taken by the Grantee in response thereto; for the purposes herein the term "complaints" shall mean inquiries, whether verbal or in writing, from a Subscriber which requires or results in subsequent corrective action on the part of the Grantee or any written communication from a Subscriber received by the Grantee objecting to the rates, programming or other practice of the Grantee.

(vi)

compliance with the customer service standards, as provided in this Franchise;

(vii)

written statement as to whether there has been any substantial change from information or plans previously provided to the City.

4.

All reports to be prepared under this subsection and submitted by Grantee shall be based on information for at least a twelve (12) month period ending with the most current month available, before the time of the performance evaluation hearing.

5.

The Grantee shall make available to the City Council, or its designee, any records, documents, or other information as may be reasonably relevant to the City Council's review.

6.

An audio recording of each performance evaluation hearing shall be made and all records, minutes, and recordings thereof shall be retained by the City Secretary and be available for inspection throughout the term of this Franchise.

7.

The City Council shall hear any interested persons during such hearings and shall determine whether Grantee did reasonably comply with the terms and conditions imposed by this Ordinance.

8.

The foregoing notwithstanding, the City Council may initiate and conduct such additional performance evaluation hearings regarding Grantee's performance under this Franchise as the City Council, in its sole discretion, may deem justified or necessary under the circumstances. Grantee shall be given reasonable notice, as provided herein, of the date and time of any such additional hearings.

§4.03. Renewal. Grantee and City agree that Franchise renewal proceedings shall be governed by the Cable Communications Policy Act of 1984, as modified by the Cable Television Consumer Protection and Competition Act of 1992, or other law applicable at the time of renewal.

ARTICLE 5

RECOUPMENT OF COSTS BY CITY

§5.01. Publication Costs. Any and all costs of publication which may be required by law or action of City Council shall be borne by Grantee.

ARTICLE 6

COMPLIANCE WITH CITY, STATE, AND FEDERAL LAWS

§6.01. Compliance with Applicable Laws. Notwithstanding any other provision of this Franchise to the contrary, the Grantee shall at all times comply with all laws, rules, and regulations of the City, state and federal governments and any administrative agencies thereof. If any such state or federal law, rule, or regulation shall require or permit the Grantee to perform in conflict with this Franchise or prohibit the performance of any service required by provisions of this Franchise, then immediately following knowledge thereof, the Grantee shall notify the City Council or its designee in writing of the point of conflict believed to exist between such state or federal law, rule, or regulation and this Franchise. If the City Council determines that a material provision of this Franchise does in fact conflict with such state or federal law, rule, or regulation, the parties shall enter into good faith negotiations to modify any provision hereof to such reasonable extent as may be necessary, taking into consideration the impact of such changes on the Subscribers, the City, and Grantee.

§6.02. Subject to Police Power of the City. The construction, maintenance, and operation of Grantee's CATV System and all property of Grantee subject to the provisions of this Franchise shall be subject to all lawful police powers, rules, and regulations of the City. The City shall have the power at any time to order and require Grantee to remove or abate any pole, line, tower, wire, cable, guy, conduit, electric conductor, or any other structure or facility that is dangerous to life or property or which creates a hardship or inconvenience to the City, the Subscribers, or the owners or occupants of property which adjoins any of such public ways or places used by Grantee. In the event Grantee, after written notice, fails or refuses to act, City shall have the power to remove or abate the same at the expense of Grantee, all without compensation or liability for damages to Grantee.

§6.03. Modifications by FCC: Jurisdiction of FCC. It is specifically agreed by City and Grantee that any modification of the provisions of this Franchise resulting from amendment of the rules and regulations of the FCC or other applicable state or federal governmental agency shall be automatically incorporated into this Franchise unless:

1.

Such modification provides for leniency in the provisions included in this Franchise and such leniency is not required by law; or

2.

The City Council specifically rejects such incorporation of said modifications within one (1) year of the adoption of such modification and such rejection is not in conflict with any City, state or federal laws, rules, or regulations.

ARTICLE 7

CONDITIONS OF STREET OCCUPANCY

§7.01. Use. All structures, wires, cables, equipment, and facilities erected or maintained by Grantee within the City shall be located as to cause minimum interference with the proper and intended use of the streets or public ways or places, and with the rights or reasonable convenience of the owners or occupants of property which adjoins any of such streets, or public ways or places. The location of all poles, towers, anchors, wires, cables, electronic conductors, conduits, manholes and other structures and appurtenances in, over, under, along, and across the present and future public streets, highways, alleys, bridges, easements, and other public ways and places in the City shall be fixed under the supervision of the City or an authorized agent appointed by the City. When the Grantee shall make or cause to be made excavations or shall place obstructions in any street, alley, or other public place, the public shall be protected by barriers and lights placed, erected, and maintained by the Grantee in accordance with any existing or future City, state, or federal requirements. Grantee shall, to the extent practical, place its wires, cables, equipment, and facilities along with and as close as is feasible to other utilities in the City's streets and public ways. Grantee shall use reasonable care to prevent damage to public or private property; and all work shall be performed in a workman-like manner.

§7.02. Restoration. The surface of any street disturbed by Grantee in laying, constructing, maintaining, operating, using, extending, removing, replacing, or repairing its CATV System shall be restored by Grantee immediately after the completion of the work, at its cost and expense, to as good a condition as before the commencement of the work and shall be maintained by Grantee to the satisfaction of the City for one (1) year from the date of completion of such restoration work. No street shall be encumbered by construction, maintenance, removal, restoration, or repair work by Grantee for a longer period than shall be reasonably necessary to execute such work. If there is an unreasonable delay by Grantee in restoring and maintaining streets after such excavations or repairs have been made, City shall have the right following written notice to Grantee, to which Grantee has forty-eight (48) hours in which to respond, to restore or repair the same and thereafter to require Grantee to pay to the City the reasonable cost of such restoration or repair, all without compensation or liability for damages to the Grantee. In the event City determines that Grantee's use of any of City's street and rights-of-way as set forth in this Franchise pose an immediate danger to the health, safety or general welfare of the public, City shall have the right to restore or repair same and shall require Grantee to pay to the City the reasonable costs incurred regarding same, all without compensation or liability for damages to the Grantee.

§7.03. Relocation. Whenever by reason of the construction, repair, maintenance, relocation, widening, raising, or lowering of the grade of any street by the City or by the location or manner of construction, reconstruction, maintenance, or repair of any public property, structure, or facility by the City, it shall be deemed necessary by the City for Grantee to move, relocate, change, alter, or modify any of its facilities or structures, such change, relocation, alteration, or modification shall be promptly made by Grantee, at Grantee's cost and expense, when directed in writing to do so by the City, without claim for or right of reimbursement of cost or damages against the City. In the event Grantee, after such notice, fails or refuses to commence, pursue, or complete such relocation work within a reasonable time, the City shall have the authority, but not the obligation, to remove or abate such structures or facilities and to require Grantee to pay to the City the reasonable costs of such removal or abatement, all without compensation or liability for damages to Grantee.

§7.04. Temporary Removal of Wire for Building Moving. Upon written request of any person holding a building moving permit issued by the City, Grantee shall remove, raise, or lower its wires and cables temporarily to permit the moving of houses, buildings, or other structures. The reasonable expense of such temporary removal, raising, or lowering shall be paid by the benefited person, and Grantee may require such payment in advance, Grantee being without obligation to remove, raise, or lower its wires and cables until such payment shall have been made. Grantee shall be given not less than seventy-two (72) hours advance written notice to arrange for such temporary wire and cable adjustments.

§7.05. Tree Trimming. From time to time, the City Council may pass ordinances regulating the trimming or removal of trees on or along City property, and Grantee shall comply with these ordinances. Except in the case of a public emergency, such as by way of example, a hurricane or ice storm, Grantee, its representatives, or contractors, shall not conduct any routine tree trimming operations in the City without first having given twenty-four (24) hours advance notice to the City, and the owners or occupants of the adjoining property, including business owners or occupants, along the route where the trimming is to be done, of the nature and extent of the work, and who will be conducting such work, including a contact person(s) and means for communicating with such person(s), such as pagers and telephone numbers.

§7.06. Placement of Fixtures. Grantee shall not place poles, cables, or similar fixtures where the same will interfere with any gas, electric, or telephone fixtures, water hydrant or main, drainage facility, or sanitary sewer, and all such poles, cables, and similar facilities shall be placed as directed by the City and in such manner as not to interfere with the usual travel or use or visibility of the streets.

§7.07. Approval of Plans and Specifications. Grantee shall provide complete plans and specifications for all construction within streets or public ways and places to the City for review at least thirty (30) days prior to the start of construction. Approval of plans and specifications shall not be unreasonably delayed or denied. In the event of rejection, Grantee shall submit revised plans and specifications for approval. This provision shall apply to each construction sequence if the construction is accomplished in phases.

§7.08. Underground Installation. In those portions of the City having telephone lines and electric utility lines underground, whether required by ordinance or not, any and all of Grantee's lines, cables, and wires shall also be underground. It shall be the policy of the City that existing poles for electric and communications purposes be utilized whenever possible and that underground installation, even when not required, is preferable to the placing of additional poles. As overhead utility lines are converted to underground lines, Grantee shall also convert to underground service lines.

§7.09. Facilities Location. From time to time the City or its representatives may request identification of the specific location of certain Grantee facilities. The Grantee agrees to respond in writing to such request within forty-eight (48) hours of the receipt of the request. If Grantee fails to provide the necessary information, and damage is caused to Grantee facilities as a direct result of withholding said information, the Grantee shall hold the City harmless from all liability, damage, cost or expense resulting from any City action in this regard.

ARTICLE 8

INDEMNIFICATION AND LIABILITY

§8.01. Grantee's Obligation. Grantee shall pay, and by the acceptance of this Franchise specifically agrees that it will pay, the following:

A.

Damages and Penalties. All damages or penalties which the City, its officers, agents, employees, or contractors may legally be required to pay as a result of damages arising out of copyright infringements and all other damages arising out of the installation, maintenance, or operation of Grantee's CATV System, whether or not any act or omission complained of is authorized, allowed, or prohibited by this Franchise.

B.

Expenses. If any action or proceeding is brought against the City or any of its officers, agents, employees, or contractors with respect to which payment may be sought for claims for damages or penalties described in this Article, Grantee, upon written notice from City, shall assume the investigation and defense and shall fully control any resolution or compromise thereof, including the employment of counsel and the payment of all expenses including the reasonable value of any services rendered by any officer, agent, employee, or contractor of City. City shall fully cooperate with Grantee.

C.

Separate Counsel. City shall have the right to employ separate counsel in any action or proceeding and to participate in the investigation and defense thereof, and Grantee shall pay the reasonable fees and expenses of such separate counsel if employed with the approval and consent of Grantee or if representation of both Grantee and City by the same attorney would be inconsistent with accepted canons of professional ethics.

D.

Indemnification. It is the intent of this section, and by its acceptance of this Franchise the Grantee specifically agrees, that Grantee shall indemnify, defend, and hold the City, its officers, agents, employees, and contractors harmless from all liability, damage, cost, or expense arising from claims for injury to persons, damage to property, or penalties occasioned by reason of any conduct undertaken by reason of this Franchise or any failure to act by City which may impact Grantee's performance under this Franchise. City shall not and does not by reason of this granting of this Franchise assume any liability of Grantee whatsoever for injury to persons, damage to property, or penalties of any kind whatsoever.

ARTICLE 9

INSURANCE REQUIREMENTS

§9.01. Minimum Coverage. Within thirty (30) days after the effective date of this Franchise, Grantee shall file with the City Secretary and shall maintain on file throughout the term of this Franchise a certificate of insurance evidencing liability insurance policy issued by a company duly authorized to do business in the State of Texas insuring City and Grantee with respect to the installation, maintenance, and operation of Grantee's CATV System in the following minimum amounts:

A.

One Person: Three Million Dollars ($3,000,000) for bodily injury or death to any one person.

B.

One Accident: Three Million Dollars ($3,000,000) for bodily injury or death resulting from any one accident.

C.

Property Damage: Three Million Dollars ($3,000,000) for property damage resulting from any one occurrence.

D.

All Other Types: One Million Dollars ($1,000,000) for all of Liability: other types of liability per occurrence.

§9.02. Increased Coverage. The City Council reserves the right to require Grantee to increase the minimum amounts of liability insurance coverage to such amounts as are provided by the Grantee elsewhere in the Houston metropolitan area. Such requirement shall be expressed by resolution or ordinance.

§9.03. Notice of Cancellation or Reduction. Such policy of liability insurance shall contain the provision that written notice of expiration, cancellation, or reduction in coverage of the policy shall be delivered to the City Secretary and to Grantee at least thirty (30) days in advance of the effective date thereof.

§9.04. Term. Such liability insurance shall be kept in full force and effect by Grantee during the existence of this Franchise and thereafter until after the removal of all poles, wires, cables, underground conduits, manholes, and other conductors and fixtures incident to the maintenance and operation of Grantee's CATV System, should such removal be required by City Council or undertaken by Grantee.

§9.05. Workers' Compensation. Grantee shall maintain throughout the term of this Franchise, workers' compensation in the amount required by applicable federal and state laws.

ARTICLE 10

REPLACEMENT AND UPGRADE OF SYSTEM

§10.01. Plan for Replacement and Upgrade of System. In order to enhance its business and position in the industry, Grantee has announced plans to replace and upgrade its CATV System in the City. Such upgrade shall be complete within 24 months of the effective date of the franchise. Prior to commencing the replacement and upgrade of its CATV System in City, Grantee shall submit to City a written plan thereof. Such replacement and upgrade plan shall include the designation of each area of the City where the CATV System is to be replaced or upgraded, the dates such replacement and upgrade will be initiated and completed in each such area, and the procedure or method Grantee will employ in effecting such replacement or upgrade in each such area to ensure no or minimal interruption of service. All construction and technical specifications included in the plan shall be in conformity with the provisions of this Franchise ordinance. Grantee shall provide written notification to customers at least 24 hours in advance of activity at customer's residence.

§10.02. Certificate of Completion According to the Replacement and Upgrade Plan. Upon completion of the replacement and upgrade of its CATV System in accordance with the plan, Grantee shall cause a qualified engineer to certify that such CATV System has been rebuilt, upgraded, and constructed in accordance with such plan.

§10.03. Maintenance and Future Upgrade. From and after the replacement and upgrade of Grantee's CATV System in accordance with Section 10.01, such System shall be maintained and upgraded by Grantee in such a manner as to ensure that at all times such System meets "state-of-the-art" obligations as set forth in Article 11 below.

§10.04. Compliance. Failure of Grantee to timely commence and pursue any of the foregoing requirements or to abide by or timely complete any such requirement shall be deemed a violation of a material provision of this Franchise ordinance.

ARTICLE 11

OPERATIONAL STANDARDS

§11.01. Compliance with FCC Rules. Grantee shall comply with present and future rules and regulations of the FCC including but not limited to technical standards, testing requirements, consumer protection standards and consumer electronics compatibility regulations and all other present and future rules and regulations of the FCC in connection with and relating to the operation of Grantee's CATV System.

§11.02. Technical Performance.

A.

Grantee's CATV system within the City shall meet or exceed all FCC and other applicable federal or state technical and signal quality standards for cable systems, including any such standards or regulations as hereinafter may be amended or adopted to the extent that compliance with such amended standards is mandated by federal and state law or regulation. In the event that such amended standards are not mandated by federal and state law or regulation, and provide for a less strict performance standard and/or less frequent testing requirements, such modifications will not be included as a part of this franchise unless the City chooses to incorporate same by means of a resolution or amendment hereto.

B.

Antennas, equipment, used by applicable federal, supporting structures, headend and associated Grantee in the City shall comply with all state, county, or City laws or ordinances.

C.

Grantee shall not design, install, or operate its facilities in a manner that will interfere with the signals of any broadcast station, the electrical or telephone system located in any residence or building, other cable systems, or individual or master antennas used for receiving television or other broadcast signals.

D.

Upon request, Grantee shall provide the City with at least ten (10) days advance written notice before each FCC-required performance test so that a City representative may be present.

E.

Grantee shall maintain all of its real property, headend facilities, and equipment in a safe, and orderly condition.

§11.03. Quality of Color Signals. Grantee's CATV System shall be capable of transmitting and passing the entire color television spectrum without the introduction of material degradation of color integrity and fidelity.

§11.04. Rated for Continuous Operation. Grantee's CATV System shall be designed and rated for twenty-four (24) hours a day continuous operation.

§11.05. Quality of Picture. Grantee's CATV System shall be capable of and shall produce a picture upon any Subscriber's television screen in black and white or color, as specified by FCC Rules, provided the Subscriber's television set is capable of producing a color picture, that is undistorted and free from ghost images, assuming the technical, standard production television set is in good repair and the television broadcast signal transmission is satisfactory. Grantee shall not be responsible for customer owned equipment.

§11.06. Quality of Audio. Grantee's CATV System shall be capable of and shall produce audio through any Subscriber's television set that is clear and free of interference, and shall be capable of producing stereo sound when provided by the signal provider, assuming the technical, standard production television set is in good repair, is capable of receiving and producing such stereo sound, and the broadcast signal transmission provided Grantee is satisfactory.

§11.07. No Cross-Modulation or Interference. Grantee's CATV System shall transmit or distribute signals of adequate strength to produce pictures with sound in all television receivers of all Subscribers without causing cross-modulation in the cables or interference with other electrical or electronic systems, to meet, at a minimum, the technical standards promulgated by the FCC, as amended from time to time.

§11.08. Channel Capacity. Grantee's CATV System shall have a minimum channel capacity of forty-four (44) television channels.

§11.09. Converter-Parental Lock. Grantee shall make available converters that can be equipped with a parental lock capable of locking or securing one Channel or all Channels.

§11.10. Temperature Range. Grantee's CATV System shall be capable of operating throughout the air temperature range of 0 to 110 degrees Fahrenheit within the specifications outlined herein.

§11.11. Customer Service. Grantee shall provide good service in accordance with all regulations and guidelines of the FCC and the City's customer service standards set forth in Exhibit A to this Ordinance, and any lawful future requirements promulgated by the City and/or the FCC, provided that such future requirements do not establish leniency with regard to those customer service standards identified in Exhibit A.

§11.12. Interference with Reception. Grantee shall maintain and operate its CATV System in such a manner that it will not interfere with reception of television sets not connected to or served by such System, or other electronic devices in accordance with any regulations promulgated by the FCC, as amended from time to time, related to cumulative leakage index.

§11.13. State-of-the-Art. Grantee shall undertake all construction, installation, maintenance, operation, upgrade, and replacement in such manner as is necessary to keep current with the latest developments in the state-of-the-art of CATV, as defined in this Ordinance, whether with respect to increasing Channel capacity, developing and offering to Subscribers new services, instituting more extensive two-way service, or such other industry developments as may become available during the term of this Franchise.

§11.14. No Obscenity. Grantee shall comply in all regards with all federal, state and local laws regarding obscenity and shall not broadcast or transmit any picture, signal or sound or provide any service which is obscene or otherwise unprotected by the Constitution of the United States of America.

§11.15. Quality of Service. Throughout the term of this Franchise, Grantee shall maintain the quality of service and meet operational standards in the maintenance and operation of its CATV System as are required herein. Should City find that the Grantee has failed to maintain such quality of service or operational standards, City may notify Grantee in writing and specifically set forth therein the improvements required to rectify such deficiencies. Failure of Grantee to make such improvements within thirty (30) days of the receipt of such notification by Grantee shall be deemed a violation of a material provision of this Franchise ordinance.

ARTICLE 12

SIGNALS TO BE CARRIED

§12.01. Minimum Basic Cable Service. Grantee may carry on its CATV System the signals of any broadcast stations viewed in the Greater Houston Metropolitan Area that have provided the Grantee the necessary retransmission consent as required by law, as well as all educational and governmental broadcasting signals that are technically and economically feasible, as referenced in Section 13.01.

§12.02. Required Programming Categories. Grantee shall carry at a minimum, one Channel providing programming classified under each of the following categories:

1.

News

2.

Movies

3.

Sports

4.

Religion

5.

Educational

6.

Governmental

7.

Educational and Governmental Access as referenced in Section 13.01 below

8.

Home Shopping

9.

Spanish

10.

Weather

11.

Music

§12.03. Service for the Hearing Impaired. Grantee shall not take any action to remove or alter closed captioning provided for the hearing impaired as a part of any programming. Grantee shall deliver intact such closed captioning in the manner in which it arrives at the headend or from another origination source to the CATV System.

§12.04. Interconnection. Grantee's CATV System shall have the capacity to interconnect with any other contiguous CATV Systems operating in the areas.

ARTICLE 13

EDUCATIONAL AND GOVERNMENT ACCESS

§13.01. Programming Capability and Channel Access. Upon completion of the upgrade, and within 180 days after written request from City, Grantee shall have constructed cable facilities that provide for the capability to originate programming, on a playback function or live basis, either or both, from City Hall and one such other location designated by the City within the City. Such locations to be designated upon written notification from the City. The City shall have exclusive access for return to Grantee's hub(s) or headend and subsequent distribution to Subscribers over the access channel or channels; provided, however, any and all production equipment and personnel for originating such programming shall be the responsibility of and at the option of the City.

Initial Channel. The Grantee shall dedicate for the exclusive use by the City one (1) Channel for the carriage of Educational and Government access programming. This Access Channel shall be made available by Grantee to all Subscribers residing in the City. The City, or its designee, shall have the right at its discretion to allocate and reallocate the Channel among Educational and Government programming. The Grantee shall ensure that such Channel is of comparable quality, which includes the level of ingress interference, as with any other Channel in VHF, or FM frequency band. The City shall have sole responsibility for the programming, production and scheduling on the Access Channel.

§13.02. Additional Channel. If so requested in writing by the City, the Grantee shall make available one (1) additional channel provided: (a) the initial channel referenced in Section 13.01 is being fully programmed and operated in accordance with the Access Policies and Procedures adopted by the City, and (b) sufficient additional programming to fully utilize such additional channel is available in accordance with the Access Policies and Procedures adopted by the City. Each such request for the dedication of an Access Channel shall include a description of the equipment and staff to be utilized, anticipated programming, and the timing for implementation of such programming.

§13.03. Rules. The City, or its designee shall establish rules for the use and administration of the Channels required under this Article, which rules shall, at a minimum, include the standards set forth in Exhibit B.

§13.04. Assistance. The Grantee shall, upon request of the City, assist with the development of the specifications of required equipment and equipment operation for use in live broadcasting or development of the appropriate playback function related to the Channels noted in this Article. In addition, the Grantee shall provide limited technical consultation in the actual purchasing of said equipment and/or facilities, at no cost to the City.

ARTICLE 14

EMERGENCY USE OF THE CATV SYSTEM

§14.01 Emergency or Disaster. Grantee shall comply with the new Emergency Alert System (EAS) according to the Federal Communications Commission's rules, and in compliance with the 1992 Cable Act, by July 1, 1997. The EAS will feature a digital system architecture for sending and receiving alerting information and employ a shortened, eight-second version of the two-tone alerting signal. Until such EAS is in place, Grantee shall utilize its current emergency procedure for use by City in the event of an emergency or disaster, Grantee shall provide the City with procedures to be used for coordinating with other jurisdictions served by the System for access to the CATV headend for purposes of delivery of emergency information via the CATV System. Grantee shall provide such personnel as may be necessary to operate its equipment and facilities under such circumstances.

ARTICLE 15

EMPLOYMENT REQUIREMENTS

§15.01 Equal Opportunity in Employment. Grantee shall afford equal opportunity in employment to all qualified persons. No person shall be discriminated against in employment because of race, color, religion, national origin, or sex.

ARTICLE 16

OTHER BUSINESS ACTIVITY

§16.01 Limitations and Restrictions. Grantee shall not engage in the business of selling, repairing, or installing television receivers or radio receivers within the City during the term of this Franchise. Grantee shall not suggest, recommend, or single out any television or radio sales or service firm or business establishment to be patronized by Subscribers. Grantee shall exercise all reasonable influence on its officers, agents, employees, contractors, and representatives to insure compliance with this Section. It is provided, however, that this Section does not prohibit Grantee from servicing or repairing converters and other technical equipment which it owns and which are leased or otherwise furnished to Subscribers for use with Grantee's services or from connecting Subscriber-owned equipment, such as VCRs and stereo speakers, for use with the Grantee's services.

ARTICLE 17

PAYMENT TO CITY

§17.01 Amount and Time. As compensation for the right, privilege, and Franchise herein conferred, Grantee shall pay to City each year during the term of this Franchise a sum equal to five percent (5%) of the Grantee's Gross Revenues for such year. Such payments shall be made quarterly. Grantee shall file with the City within thirty (30) days after the expiration of each quarter of each calendar year, or portion thereof, during which this Franchise is in effect, a statement of Gross Revenues prepared according to generally accepted accounting practice showing in detail the Gross Revenues of Grantee during the preceding quarter of the calendar year. Such statement shall be signed by an officer of Grantee and shall accompany Grantee's payment to City of the applicable percent of such Gross Revenues for each such quarter. Attached to such statement shall be the detailed revenue information used to compute the payment to the City and shall be in the format shown in Exhibit C to this Ordinance.

§17.02 Right of Inspection of Records. City shall have the right to inspect Grantee's records showing the Gross Revenues from which payments to City are computed and to audit and recompute any and all amounts paid under this Franchise. No acceptance of payment shall be construed as a release or as an accord and satisfaction of any claim City may have for further or additional sums payable under this Franchise or for the performance of any other obligation hereunder.

§17.03 Other Payments to City. The Franchise fee payable hereunder shall be exclusive of and in addition to all ad valorem taxes, special assessments for municipal improvements, and other lawful obligations of Grantee to City.

§17.04 Late Payment Penalty. Grantee shall pay a late penalty of twelve percent (12%) per annum, compounded daily, on Franchise fee payments, or portions thereof, that are paid subsequent to the payment dates specified in this Article. In the event City identifies, as a result of an audit, amounts owed by Grantee from prior periods, Grantee shall pay a late penalty of ten percent (10%) per annum on the amount identified.

ARTICLE 18

RECORDS AND REPORTS

§18.01 Principal Office of Grantee. Grantee shall maintain a principal office in or within the Greater Houston Metropolitan Area as long as it continues to operate its CATV System within the City or any portion thereof and hereby designates such office as the place where all notices, directions, orders, and requests may be mailed, served, or delivered under this Franchise. The City Secretary shall be promptly notified in writing of the location and address of such office or any change thereof.

§18.02 Books of Account. Grantee shall keep complete and accurate books of accounts and records of its business and operations under and in connection with the Franchise. All such books of accounts and records shall be maintained at Grantee's principal office.

§18.03 Access by City. The City, through its duly designated officers, agents, or representatives, shall have access to all books of accounts and records of Grantee for ascertaining the correctness of any and all reports and may examine its officers as employees under oath with respect thereto. Where necessary to the administration of enforcement of the Franchise, access shall be given by Grantee to such officers, agents, or representatives of City at all reasonable times not only to Grantee's records of Gross Revenues, but also to all of Grantee's plans, contracts, engineering, planning, financial, statistical, customer, and Subscriber service records relating to the properties and operation of its CATV System and to all other records and reports required to be kept or which are kept by Grantee in connection with the operation of its CATV System in the City.

§16.04 Annual Report. A report shall be filed by Grantee with the City within ninety (90) days following the end of each calendar year, or portion thereof, during which this Franchise is in effect. Such report shall identify the number of Subscribers as of the last day of the preceding calendar year, the Gross Revenue, Additional Subscriber Services revenue, Basic Cable Services revenue, Expanded Subscriber Service revenue, Pay Television Services revenue and all other revenue for the preceding calendar year. Such report shall be signed by an officer of the Grantee, and the City reserves the right to perform its own audit of the revenue reported.

§18.05 False Entry. Any false entry in the books of accounts and records of Grantee or false statement in the reports to City or its duly designated officers, agents, or representatives as to a material fact knowingly made by Grantee shall constitute a violation of a material provision of this Franchise Ordinance.

§18.06 FCC Filings. Upon written request of the City, Grantee shall file copies of any and all reports and filings made to the FCC with the City Secretary.

ARTICLE 19

GRANTEE'S RULES

§19.01 Authority and Obligation. Grantee shall have the authority and obligation to promulgate such rules, regulations, terms, and conditions governing the conduct of its business as shall be reasonably necessary to enable Grantee to exercise its rights and to perform its obligations under this Franchise and to assure an uninterrupted service to all Subscribers; provided, however, such rules, regulations, terms, and conditions shall not be in conflict with any of the provisions of this Franchise or any ordinance of City, the laws of the State of Texas and the United States of America, and the rules and regulations of the FCC and any other agency having jurisdiction. A copy of Grantee's rules, regulations, terms, and conditions shall be filed with the City Secretary and shall thereafter be maintained current by Grantee.

ARTICLE 21

REGULATION OF RATES

§20.01 City Regulation of Grantee's Rates. The City Council shall be empowered to fix, alter, and regulate the rates for any and all of those services, installations, and equipment, of Grantee subject to regulation by City, consistent with FCC rules governing rate regulation. In such event the City Council shall first prescribe the procedure and standards to be followed and the extent and scope of such rate regulations, all of which matters shall be consistent with due process and shall conform to any and all of those federal and state laws, rules, and regulations then applicable.

§20.02 Posting and Filing of Rates. Grantee shall publish schedules of its then current rates and charges for any and all of its cable television services in the City, shall post the same in its main office, and shall file a copy thereof with the City Secretary of the City, in compliance with any timing requirements prescribed in FCC regulations. In addition, Grantee shall provide new rate schedules to the City Secretary and to each Subscriber at least thirty (30) days prior to any changes in any condition of any service offered on the system.

ARTICLE 21

DISCONTINUANCE OF SERVICE

§21.01 Failure to Pay Bill. Grantee may disconnect installations and discontinue service to a Subscriber upon the Subscriber's failure to pay his/her bill within thirty (30) days of its rendition; provided, however, Grantee shall give the Subscriber at least eight (8) days written notice, delivered either by mail or served in person, that service will be discontinued unless all arrearages are paid to Grantee before the expiration of such eight (8) day period.

ARTICLE 22

FREE DROPS AND SERVICE

§22.01 Drops. Upon written request from the City, Grantee shall provide one (1) free drop to each public building or facility located in the City and designated by such written request or requests; provided all such facilities are within three hundred feet (300') for underground installation or five hundred feet (500') for aerial installation of Grantee's existing system. Any costs associated with providing the free drop in excess of the aforesaid distances shall not be the responsibility of Grantee.

§22.02 Internal Wiring. Grantee shall provide the internal wiring of the buildings or facilities specified in the foregoing Section and the Subscriber shall reimburse the Grantee for its actual cost of time and materials in providing such internal wiring as specified by Grantee's rate filing; or, at the City's election, the-Subscriber may provide such access or the interconnect cable (internal wiring), provided it complies with FCC specifications and regulation and Grantee specifications which shall be available upon request.

§22.03 Basic Cable Service. Grantee shall provide free Basic Cable Service and, if needed, one (1) free converter to the principal facility of any and all present or future public and private non-profit schools and to any and all present or future governmental buildings or facilities which are connected to Grantee's CATV System.

ARTICLE 23

PROHIBITION OF DISCRIMINATORY OR PREFERENTIAL PRACTICES

§23.01 Rates, Charges, and Services. In its rates or charges, or in making available the services or facilities of the CATV System or in its rules or regulations, or in any other respect, Grantee shall not make or grant preference or advantage to any Subscriber or potential Subscriber or to the User of the CATV System or potential User of the CATV System and shall not subject any such person to any prejudice or disadvantage. This provision shall not be deemed to prohibit promotional campaigns to stimulate subscriptions to the CATV System or other legitimate uses thereof.

§23.02 Senior Citizen Promotion Program. Notwithstanding the foregoing Section, in order to facilitate availability of the System to senior citizens, Grantee may, for promotional purposes, reduce regular installation charges and basic Converter deposit amounts to give senior citizens savings opportunities. Such special offers may apply only to Basic Cable Service and to Subscribers who meet Grantee's credit requirements. For purposes of this Section, senior citizens shall include heads of households at least 62 years of age.

ARTICLE 24

NON-EXCLUSIVE FRANCHISE

§24.01 Franchise Non-Exclusive. The right, privilege, and Franchise granted hereby is not exclusive and nothing herein contained shall be construed to prevent City from granting any like or similar right, privilege, and franchise within all or any part of City; provided, however, any such franchise shall not be on terms or conditions more favorable or less burdensome than those contained herein.

ARTICLE 25

MATERIAL BREACH OF FRANCHISE, NOTICE AND LIQUIDATED DAMAGES

§25.01. Material Breach of Franchise. In addition to all rights and powers of the City by virtue of this Franchise or otherwise, City reserves as an additional and as a separate and distinct power the right to take any of the actions described in 25.02 in accordance with the procedures specified therein if any of the following events occur or for any of the following reasons:

1.

Grantee, by act or omission, violates any term, condition, or provision of this Franchise;

2.

Grantee knowingly or willingly attempts to evade any material provision of this Ordinance;

3.

The occurrence of any event which may reasonably lead to the foreclosure or other similar judicial or nonjudicial sale of all or any material part of the System;

4.

Grantee suspends or discontinues its business, makes an assignment for the benefit of creditors, fails to pay its debts generally as they become due, becomes insolvent (howsoever such insolvency may be evidenced), is adjudicated insolvent, petitions, or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a receiver, custodian, liquidator or trustee or similar official or a similar process is undertaken by any tribunal against all or a material part of the System; or

5.

Grantee attempts to or does practice any fraud or deceit in its conduct or relations under this Franchise with the City, Subscribers or potential Subscribers.

§25.02. Notice of Default: Opportunity to Cure.

A.

Notice of Default. The City Council shall exercise the rights provided 25.02(B) hereof in accordance with the procedures set forth below:

1.

City shall notify Grantee, in writing, of an alleged failure to comply with a material provision of this Ordinance, which notice shall specify the alleged failure with reasonable particularity. Grantee shall, within thirty (30) days after receipt of such notice or such longer period of time as the City may specify in such notice, either cure such alleged failure or, in a written response to the City, either present facts and arguments in refutation or excuse of such alleged failure or state that such alleged failure will be cured and set forth the method and time schedule for accomplishing such cure.

2.

The City shall determine (i) whether a failure to comply with a material provision has occurred; (ii) whether such failure is excusable; and (iii) whether such failure has been cured or will be cured by the Grantee. The Grantee shall make available to the City, if requested, any records, documents or other information necessary to make the determination.

3.

If the City determines that a failure to comply with a material provision has occurred and that such failure is not excusable and has not been or will not be cured by the Grantee in a manner and in accordance with a schedule reasonably satisfactory to the City, then the City may take any actions provided in this Article hereof, provided that if the City Council acts on its own motion it shall follow the procedural steps set forth in 25.02 (A. 1-3) hereof.

B.

City Council Action in Event of Breach. In the event that grounds exist which give the City reason to believe that the Grantee failed to comply with a material provision of this Ordinance, as provided in 25.01 hereof, then, in accordance with the procedures provided in 25.02 (A) hereof, the City Council may, at any time during the term of this Ordinance, to the extent lawful: (i) Seek monetary damages from the Grantee as compensation for such material breach; and/or (ii) In the event that Grantee does not cure the breach of the Franchise agreement, or the City Council does not elect to seek monetary damages from Grantee or Grantee does not agree to pay such damages, then, as an alternative to taking the action referred to above, the City Council may revoke the Franchise granted pursuant to this Ordinance by termination of this Ordinance.

§25.03. Liquidated Damages. In addition to any other remedies provided herein, liquidated damages for violations of this Franchise are set forth below. Such sums of money shall be considered and treated not as a penalty, but as liquidated damages due the City by Grantee by reason of inconvenience to the public and because of public works supervision and maintenance and other City administrative time and involvement which resulted in the expenditure of public funds due to Grantee's failure to comply with certain provisions in this Franchise. As a result of any acts or omissions by the Grantee pursuant to the Franchise, the City may charge to and collect from the Grantee the following liquidated damages:

A.

For failure to provide the access channels in accordance with this Franchise, unless the City approves the delay, the damage shall be One Thousand Dollars ($1,000.00) per day for each day, or part thereof, for as long as such failure occurs or continues.

B.

For failure to provide data, documents, reports or information or to participate with the City during a System review and evaluation, the damage shall be One Hundred Dollars ($100.00) per day.

C.

For failure of Grantee to comply with the construction, technical or customer service standards required by this Ordinance, the damage shall be One Hundred Dollars ($100.00) per day.

D.

For failure to comply with all conditions of City permits to disturb streets, fix streets, or other terms or conditions of the City, the damage shall be One Thousand Dollars ($1,000.00) per day.

E.

For failure to comply with any of the provisions of this Franchise for which a penalty is not otherwise specifically provided, the damage shall be One Hundred Dollars ($100.00) per day.

§25.04. Procedure for Imposing Liquidated Damages.

A.

Notice. Whenever the City believes that the Grantee has violated one (1) or more terms, conditions or provisions of this Franchise, and liquidated damages will be sought, a written notice shall be given to the Grantee informing it of such alleged violation or liability. The written notice shall describe in reasonable detail the specific violation so as to afford the Grantee an opportunity to remedy the violation. The Grantee shall have thirty (30) days subsequent to receipt of the notice in which to correct the violation before the City may impose liquidated damages unless the violation is of such a nature so as to require more than thirty (30) days and the Grantee proceeds diligently within the thirty (30) days to correct the violation and maintains its diligence until the violation is remedied.

B.

Dispute of Violation. The Grantee may, within ten (10) days of receipt of notice, notify the City that there is a dispute as to whether a violation or failure has, in fact, occurred. Such notice by the Grantee to the City shall specify with particularity the matters disputed by the Grantee.

The City Council shall conduct a hearing to hear the Grantee's dispute. Grantee must be given at least ten (10) days notice of the hearing. At the hearing, the Grantee shall be entitled to all the rights of due process consistent with the City procedures, including but not limited to, the right to present evidence and the right to be represented by counsel. After the hearing, Grantee will be provided with a copy of the City Council's action, along with supporting documents.

If after hearing the dispute the claim is upheld by the City Council, the City may impose damages against the Grantee after the Grantee has had a reasonable period of time, not less than thirty (30) days, to cure the alleged violation, unless the nature of the violation is such that the situation should have already been cured.

C.

Reservation of Rights. The rights reserved to the City under this section are in addition to all other rights of the City whether reserved by this Franchise or authorized by law, and no action, proceeding or exercise of a right with respect to liquidated damages shall affect any other right the City may have.

ARTICLE 26

REVOCATION OF FRANCHISE

§26.01. General. In addition to all other rights and powers of City by virtue of this Franchise or otherwise, City reserves as an additional and as a separate and distinct power the right to terminate and cancel this Franchise and all rights and privileges of Grantee hereunder in any of the following events or for any of the following reasons:

A.

Violation of Provisions. Grantee shall by act or omission violate any term, condition, or provision of this Franchise and shall fail or refuse to effect compliance within thirty (30) days following written demand by City to do so.

B.

Insolvent or Bankrupt. Grantee becomes insolvent or is adjudged bankrupt or all or any part of Grantee's facilities are sold under an instrument to secure a debt and are not redeemed by Grantee within a reasonable period of time from the date of such sale; provided, however, this shall not be an event of termination or cancellation in the event of bankruptcy proceeding and the trustee, receiver, or debtor in possession agrees in writing to be bound by the terms of this Franchise.

C.

Fraud or Deceit. Grantee attempts to or does practice any fraud or deceit in its conduct or relations under this Franchise with the City, Subscribers, or potential Subscribers.

D.

Method of Termination and Cancellation. Any such termination and cancellation of this Franchise shall be by ordinance adopted by City Council; provided, however, before any such ordinance is adopted, Grantee must be given at least thirty (30) days advance written notice, which notice shall set forth the causes and reasons for the proposed termination and cancellation, shall advise Grantee that it will be provided an opportunity to be heard by City Council regarding such proposed action before any such action is taken, and shall set forth the time, date, and place of the hearing. In no event shall such hearing be held less than fifteen (15) days following delivery of such notice to Grantee. At the hearing, the Grantee shall be entitled to all rights of due process consistent with the City procedures, including but not limited to the right to present evidence and the right to be represented by counsel.

E.

Force Majeure. Other than its failure, refusal, or inability to pay its debts and obligations, including, specifically, the payments to City required by this Franchise, Grantee shall not be declared in default or be subject to any sanction under any provision of this Franchise in those cases in which performance of such provision is prevented by reasons beyond its control.

ARTICLE 27

ASSIGNMENT OF FRANCHISE

§27.01. City Approval of Assignment Required. This Franchise shall be a privilege personal to the Grantee and shall not be assigned or transferred, in whole or in part, or leased, sublet, or mortgaged in any manner or shall title thereto, legal or equitable, or any right, interest, or property therein pass to or vest in any person without the prior consent of the City Council expressed by resolution or ordinance, and then only under such conditions as may be prescribed therein. No assignment to any person shall be effective until the assignee has filed with the City Secretary an instrument in writing, duly executed, reciting the fact of such assignment, accepting the terms of this Franchise, and agreeing to comply with all of the provisions hereof. Not withstanding any provision to the contrary, no such consent shall be required for transfer to any person controlling, controlled by, or under the same common control as the Grantee.

§27.02. City Approval of Transfer of Control Required. The Grantee shall promptly notify the City of any actual or proposed change in, or transfer of, or disposition or acquisition by any other person of control in the Grantee. As used herein, the word "control" is used to denote more than a fifty percent (50%) change in ownership and/or actual working control in whatever manner exercised. Every change, transfer, or acquisition of control of the Grantee shall make the Franchise subject to cancellation unless and until the City Council shall have consented thereto by resolution or ordinance. Such consent shall not be unreasonably withheld. For the purpose of determining whether it shall consent to such change, transfer, disposition, or acquisition of control, the City may inquire into the qualifications of the prospective controlling party; the Grantee shall assist the City in such inquiry.

ARTICLE 28

FAILURE OF CITY TO ENFORCE FRANCHISE

§28.01. No Waiver of Terms. The Grantee shall not be excused from complying with each and all of the terms, conditions, and provisions of this Franchise Ordinance even though the City should upon one or more occasions fail to insist upon, to require, or to seek compliance with any such term, condition, or provision.

ARTICLE 29

SERVICE AVAILABILITY

§29.01. Service Availability. The Grantee shall provide cable television service throughout the entire Franchise area pursuant to the provisions of this Franchise and shall provide upon request the City with reports pertaining to the expansion of services to Subscribers requesting same. These reports shall be provided during the entire life of the Franchise and be available for public inspection at the local office of the Grantee during regular office hours.

§29.02. Annexations. In the event of future annexations by the City, Grantee agrees that it will extend its service facilities into the newly annexed territory and, within six (6) months from the date of final passage of any such annexation ordinance, have its CATV System available to all persons therein desiring to subscribe to such services.

§29.03. Extension Policy. Grantee shall extend its CATV System upon request to any contiguous area where service is not provided at the time of the request when potential Subscribers can be serviced by extension of the CATV System past occupied dwelling units equivalent to a density of thirty-five (35) homes per mile of street. Extension shall be at Grantee's cost. Extensions made to a developing subdivision shall be complete to all requesting CATV service within twelve (12) months from the time construction begins within the subdivision boundaries. Notwithstanding the foregoing provisions within this Section, Grantee shall provide service upon request to potential Subscribers in subdivisions that do not meet the foregoing provisions where the Subscriber is willing to contribute to the costs of the system extension. In such cases the Grantee shall incur at least the cost of providing the service as if the 35 homes per mile density was met.

ARTICLE 30

VALUATION

§30.01. City's Right to Purchase CATV System. In the event the Grantee forfeits or City terminates this Franchise pursuant to the provision of this Ordinance, or at the normal expiration of the Franchise term and following a determination that the Franchise will not be renewed, the City shall have the right to purchase the CATV System. If City should elect to exercise its right to purchase such System, payment of a fair valuation, which shall be the then current fair market value, shall be required. Should the parties fail to agree upon the then current fair market value, the same shall be determined in an appropriate proceeding filed in any court having jurisdiction.

ARTICLE 31

RECOURSE, UNDERSTANDING, AND CONSTRUCTION

§31.01. Requirements and Enforcement. Except as expressly provided herein, Grantee shall have no recourse whatsoever against City or its officers, employees, agents, or representatives, of any loss, cost, expense, or damage arising out of the provisions or requirements of this Franchise or because of the enforcement thereof by City or because of the lack of City's authority to grant all or any part of this Franchise.

§31.02. Grantee's Understanding. Grantee expressly acknowledges that in accepting this Franchise, it relied solely upon its own investigation and understanding of the power and authority of City to grant this Franchise and that Grantee was not induced to accept this Franchise by any understanding, promise, or other statement, verbal or written, by or on behalf of City or by any third person concerning any term or condition not expressed herein.

§31.03. Construction of Franchise. By acceptance of this Franchise, Grantee acknowledges that it has carefully read the provisions hereof and is willing to and does accept all of the risks of the meanings of such provisions and agrees that in the event of any ambiguity herein or in the event of any other dispute over the meaning thereof, the same shall be construed strictly against Grantee and in favor of City.

ARTICLE 32

ACCEPTANCE OF FRANCHISE

§32.01. Method of Acceptance. Within thirty (30) days from the effective date of this Ordinance, Grantee shall file with the City Secretary a written statement in the following form signed in its name and behalf:

"To the Honorable Mayor and City Council of the City of Hilshire Village, Texas: For itself, its successors, and assigns, Time Warner Entertainment-Advance/Newhouse Partnership LP., a corporation duly authorized to do business in the State of Texas, hereby accepts the attached ordinance and agrees to be bound by all of its terms, conditions, and provisions.

TIME WARNER ENTERTAINMENT ADVANCE/NEWHOUSE PARTNERSHIP LP.

By: _______

Its: _______

"Dated this the _______ day of _______, 1996."

§32.02. Acceptance of Franchise Not a Waiver. Acceptance of this Franchise by Grantee shall not constitute a waiver by it of any of its constitutional rights.

ARTICLE 33

SEVERABILITY

§33.01. Provisions Severable. If any provision, section, subsection, sentence, clause, or phrase of this Franchise Ordinance is for any reason held to be invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validity of the remaining portions of this Franchise Ordinance. It is the intent of City in adopting this Franchise Ordinance that no portion or provision thereof shall become inoperative or fail by reason of any invalidity or unconstitutionality of any other portion or provision, and to this end all provisions of this Franchise Ordinance are declared to be severable.

PASSED, APPROVED, AND ADOPTED this day 20th day of August, 1996.

ORDINANCE NO. 489

AN ORDINANCE OF THE CITY OF HILSHIRE VILLAGE, TEXAS, PROVIDING FOR THE TRANSFER OF THE HILSHIRE VILLAGE, TEXAS, CABLE TELEVISION FRANCHISE FROM TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE PARTNERSHIP TO TEXAS CABLE PARTNERS, L.P.; PROVIDING FOR A CHANGE IN ACTUAL WORKING CONTROL FROM TEXAS CABLE PARTNERS, L.P., TO TIME WARNER CABLE; PROVIDING FOR A CHANGE IN CONTROL FROM TELE-COMMUNICATIONS, INC. TO AT&T CORP.; AND PROVIDING FOR OTHER MATTERS RELATED TO THE SUBJECT.

WHEREAS, Time Warner Entertainment-Advance/Newhouse Partnership ("Franchisee"), a New York general partnership, two-thirds owned by Time Warner Entertainment Company, L.P. ("TWE"), owns, operates and maintains a cable television system ("System") in the City of Hilshire Village, Texas, pursuant to Ordinance No. 455, dated September 11, 1996 (the "Franchise"), and the Franchisee is the duly authorized holder of the Franchise; and

WHEREAS, Franchisee, and affiliate of Franchisee (together with the Franchisee, the "Time Warner Partners"), TCI Texas Cable Holdings LLC, TCI Texas Cable, Inc. (together with TCI Texas Cable Holdings LLC, the "TCI Partners"), and Texas Cable Partners, L.P., a Delaware limited partnership owned 50% by the Time Warner Partners and 50% by the TCI Partners (the "Partnership"), are parties to that certain Contribution Agreement dated as of June 23, 1998 (the "Contribution Agreement"), which provides for the transfer of the System and the Franchise to the Partnership at the closing contemplated by the Contribution Agreement (the "Closing"); and

WHEREAS, at the Closing the Partnership will enter into a Management Agreement with Time Warner Cable, a division of TWE, providing for the management of the Partnership, the System and the Franchise by Time Warner Cable ("Change in Actual Working Control"); and

WHEREAS, AT&T Corp., an affiliate of AT&T Corp., and Tele-Communications, Inc. ("TCI"), are parties to an Agreement and Plan of Restructuring and Merger dated as of June 23, 1998 (the "AT&T Merger Agreement"), which provides that AT&T Corp. will acquire control of TCI, the ultimate parent of the Franchisee and each TCI Partner, at the closing contemplated by the AT&T Merger Agreement (the "TCI Change of Control"); and

WHEREAS, Franchisee and the Partnership have requested consent by the Franchise Authority to the transfer and, if applicable, the Change in Actual Working Control and the TC Change of Control, in each case in accordance with the requirements of the Franchise; and

WHEREAS, the transfer and, if applicable, the Change in Actual Working Control and the TCI Change of Control are deemed to be in the best interest of the residents of the City of Hilshire Village, Texas; now, therefore,

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HILSHIRE VILLAGE, TEXAS:

Section 1. The facts and matters set forth in the preamble of this Ordinance are hereby found to be true and correct.

Section 2. The City Council hereby consents to the transfer of the Franchise to Texas Cable Partners, L.P., a Delaware limited partnership owned 50% by the Time Warner Partners and 50% by the TCI Partners (including, if applicable, the Change in Actual Working Control from Texas Cable Partners, L.P., to Time Warner Cable, a division of TWE, and, if applicable, the TCI Change of Control from Tele-Communications, Inc., to AT&T Corp.), all in accordance with the terms of the Franchise.

Section 3. This Ordinance shall in no way be deemed to have waived the City's authority to (a) collect any underpayment of franchise fees; (b) pursue and/or resolve any and all outstanding rate matters; (c) require strict compliance with any and all terms of the Franchise; and (d) consider, during franchise renewal proceedings, to the extent permitted under federal law and specifically 47 U.S.C. 546, the past performance of Franchisee, as if it were the past performance of the Partnership. Acceptance of the Franchise, as provided in Section 4 hereof, shall be deemed an acknowledgment and acceptance by Texas Cable Partners, L.P. of all obligations and liabilities under the Franchise accruing prior to and after the date of the Closing of the Contribution Agreement (the "Closing Date").

Section 4. This Ordinance shall be deemed effective for the purposes of the transfer and the Change in Actual Working Control only upon the Closing of the Contribution Agreement and upon filing with the City Secretary a written statement, duly executed, in the following form:

"To the Honorable Mayor and City Council of the City of Hilshire Village, Texas:

"For itself, its successors, and assigns, Texas Cable Partners, L.P., a Delaware limited partnership duly authorized to do business in the State of Texas, hereby accepts that certain Franchise Agreement date _______, 199___, and agrees to be bound by all of its terms, conditions, and provision, subject to applicable federal, state, and local law."

TEXAS CABLE PARTNERS, L.P.

By: _____

Its: _____

"Dated this _______ day of _______, 1998."

This Ordinance shall be deemed effective for the purpose of the TCI Change of Control only upon the closing of the AT&T Merger Agreement.

Section 5. This Ordinance shall have the force of a continuing agreement with Franchisee and the Partnership.

PASSED, APPROVED, AND ADOPTED this 20th day of October, 1998.

_____
Steve Tacconelly
Mayor

ATTEST:

City Secretary

ORDINANCE NO. 508

AN ORDINANCE OF THE CITY OF HILSHIRE VILLAGE, TEXAS, GRANTING TO SOUTHWESTERN BELL TELEPHONE COMPANY THE AUTHORITY AND LICENSE TO PLACE, OPERATE, AND UTILIZE ITS FACILITIES WITHIN PUBLIC RIGHTS-OF-WAY OF THE CITY FOR THE PURPOSE OF PROVIDING TELECOMMUNICATIONS SERVICES; MAKING CERTAIN FINDINGS; AND PROVIDING OTHER MATTERS RELATING TO THE SUBJECT.

WHEREAS, City of Hilshire Village, Texas, Ordinance No. 502 (the "Regulatory Ordinance"), passed and approved the 21 day of September, 1999, provides rules and regulations governing the use of City rights-of-way by providers of telecommunications services; and

WHEREAS, pursuant to the Regulatory Ordinance, telecommunications providers wishing to utilize City rights-of-way for the provision of their services are required to obtain a License from the City in accordance therewith; and

WHEREAS, Southwestern Bell Telephone Company (the "Applicant") is a telecommunications provider and has applied to the City to obtain such a License; and

WHEREAS, the City Council has determined that the Applicant's proposed use of the City's rights-of-way for such purposes complies with the requirements of the Regulatory Ordinance; now therefore

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HILSHIRE VILLAGE, TEXAS:

Section 1. The facts and matters set forth in the preamble of this Ordinance are hereby found to be true and correct.

Section 2. Pursuant to the Regulatory Ordinance, the Applicant, Southwestern Bell Telephone Company, is hereby granted the authority and License to place, operate, and utilize its facilities within the public rights-of-way of the City for the purpose of providing telecommunications services.

Section 3. The authority and License granted hereby is subject to each and every term and condition of the Regulatory Ordinance, as it exists on the date of adoption hereof and as may be lawfully amended from time to time, the provisions of which are incorporated herein by reference as if set forth herein verbatim.

Section 4. The term of the License granted hereby shall be for a period of one (1) year, commencing as of the date hereof, unless terminated earlier pursuant to the Regulatory Ordinance.

Section 5. In the event any clause phrase, provision, sentence, or part of this Ordinance or the application of the same to any person or circumstances shall for any reason be adjudged invalid or held unconstitutional by a court of competent jurisdiction, it shall not affect, impair, or invalidate this Ordinance as a whole or any part or provision hereof other than the part declared to be invalid or unconstitutional; and, the City Council of the City of Hilshire Village, Texas, declares that it would have passed each and every part of the same notwithstanding the omission of any such part thus declared to be invalid or unconstitutional, whether there be one or more parts.

PASSED, APPROVED, AND ADOPTED this 19 day of October, 1999.

_____
Steve Tacconelly
Mayor

ATTEST:

___________
Claudia Bammel
City Secretary

ORDINANCE NO. 503

AN ORDINANCE OF THE CITY OF HILSHIRE VILLAGE, TEXAS, GRANTING TO METRICOM INC., THE AUTHORITY AND LICENSE TO PLACE, OPERATE, AND UTILIZE ITS FACILITIES WITHIN PUBLIC RIGHTS-OF-WAY OF THE CITY FOR THE PURPOSE OF PROVIDING TELECOMMUNICATIONS SERVICES; MAKING CERTAIN FINDINGS; AND PROVIDING OTHER MATTERS RELATING TO THE SUBJECT.

WHEREAS, City of Hilshire Village, Texas, Ordinance No. 503 (the "Regulatory Ordinance"), passed and approved the 21 day of September, 1999, provides rules and regulations governing the use of City rights-of-way by providers of telecommunication services; and

WHEREAS, pursuant to the Regulatory Ordinance, telecommunications providers wishing to utilize City rights-of-way for the provision of their services are required to obtain a License from the City in accordance therewith; and

WHEREAS, Metricom Inc., (the "Applicant") is a telecommunications provider and has applied to the City to obtain such a License; and

WHEREAS, the City Council has determined that the Applicant's proposed use of the City's rights-of-way for such purposes complies with the requirements of the Regulatory Ordinance; now therefore

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HILSHIRE VILLAGE, TEXAS:

Section 1. The facts and matters set forth in the preamble of this Ordinance are hereby found to be true and correct.

Section 2. Pursuant to the Regulatory Ordinance, the Applicant, Metricom Inc., is hereby granted the authority and License to place, operate, and utilize its facilities within the public rights-of-way of the City for the purpose of providing telecommunications services.

Section 3. The authority and License granted hereby is subject to each and every term and condition of the Regulatory Ordinance, as it exists on the date of adoption hereof and as may be lawfully amended from time to time, the provisions of which are incorporated herein by reference as if set forth herein verbatim.

Section 4. The term of the License granted hereby shall be for a period of ten (10) years, commencing as of the date hereof, unless terminated earlier pursuant to the Regulatory Ordinance.

Section 5. In the event any clause phrase, provision, sentence, or part of this Ordinance or the application of the same to any person or circumstances shall for any reason be adjudged invalid or held unconstitutional by a court of competent jurisdiction, it shall not affect, impair, or invalidate this Ordinance as a whole or any part or provision hereof other than the part declared to be invalid or unconstitutional; and the City Council of the City of Hilshire Village, Texas, declares that it would have passed each and every part of the same notwithstanding the omission of any such part thus declared to be invalid or unconstitutional, whether there be one or more parts.

PASSED, APPROVED, AND ADOPTED this 21 day of September, 1999.

_____
Steve Tacconelly
Mayor

ATTEST:

_______
Claudia Bammel
City Secretary

ORDINANCE NO. 589

AN ORDINANCE GRANTING TO CENTERPOINT ENERGY ENTEX, A DIVISION OF CENTERPOINT ENERGY RESOURCES CORP., ITS SUCCESSORS AND ASSIGNS, THE RIGHT, PRIVILEGE AND FRANCHISE FOR A PERIOD OF TWENTY (20) YEARS TO CONSTRUCT, LAY, MAINTAIN, OPERATE, EXTEND, REMOVE, REPLACE AND REPAIR A SYSTEM OF PIPELINES, GAS MAINS, LATERALS AND ATTACHMENTS AND ALL DESIRABLE INSTRUMENTALITIES IN, UNDER, OVER, ACROSS AND ALONG ANY AND ALL PUBLIC STREETS, AVENUES, PARKWAYS, SQUARES, ALLEYS, UTILITY EASEMENTS AND ALL OTHER PUBLIC WAYS IN THE CITY OF HILSHIRE VILLAGE, HARRIS COUNTY, TEXAS FOR THE PURPOSE OF TRANSPORTING, DISTRIBUTING, SUPPLYING AND SELLING GAS (NATURAL AND/OR ARTIFICIAL AND/OR MIXED) FOR HEATING, LIGHTING, POWER, AND FOR ALL OTHER PURPOSES FOR WHICH GAS MAY BE USED TO THE SAID MUNICIPALITY AND ITS INHABITANTS AND OTHERS; PROVIDING CONDITIONS CONTROLLING THE USE OF PUBLIC THOROUGHFARES AND EXTENSIONS THEREIN; ESTABLISHING STANDARDS OF SERVICE; PROVIDING FOR PAYMENT OF TWO (2%) OF THE GROSS RECEIPTS FROM THE SALE OF GAS TO CUSTOMERS WITHIN SAID MUNICIPALITY; PROVIDING FOR ACCEPTANCE; PROVIDING A SEVERABILITY CLAUSE; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT.

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF HILSHIRE VILLAGE, TEXAS:

ARTICLE I GRANT OF AUTHORITY

Sec. 1.01.Use of Public Streets and Ways. The City of Hilshire Village, Harris County, Texas, (herein called the "City") does hereby grant unto CenterPoint Energy Entex, a division of CenterPoint Energy Resources Corp., its successors and assigns (herein called "Grantee") the right, privilege, and franchise to construct, lay, maintain, operate, use, extend, remove, replace and repair in, under, over, across, and along any and all of the present and future public streets, avenues, parkways, alleys, thoroughfares, roads, highways, sidewalks, viaducts, bridges, streams, utility easements, and other public ways in the City of Hilshire Village, Texas, and in all tracts, territories, and areas hereafter annexed to or acquired by and placed within the corporate boundaries of the City, a system of pipes, pipelines, gas mains, laterals, conduits, feeders, regulators, meters, fixtures, connections, and attachments and other desirable instrumentalities and appurtenances necessary or proper, hereinafter referred to as "gas system," for the purpose of transporting, distributing, supplying and selling gas (natural and/or artificial and/or mixed) for heating, lighting, power and for any other purpose for which gas may now or hereafter be used, in and to said City and its inhabitants or any other person or persons within or without the corporate boundaries of said municipality.