§ 4. Franchise subject to ordinance.

(a)

This franchise agreement is subject to and shall be governed by all terms, conditions and provisions of Chapter 71 of the City Code, in addition to the terms, conditions and provisions set forth in this franchise agreement. In the event of a conflict between this franchise agreement and Chapter 71 of the City Code, Chapter 71 of the City Code shall control except where a provision of this agreement expressly states that the agreement is meant to control, notwithstanding Chapter 71 of the City Code.

(b)

The city and TWEAN agree that in the fourth sentence of Article II, Sec. 2.b. of Ordinance No. 02-3 ("the ordinance") the term "the general law or statutory requirements" means the "federal laws and regulations and state general law and regulations" as used in the immediately preceding sentence of the same subsection. This provision of the franchise is meant to control notwithstanding any contrary provisions of the ordinance.

(c)

The city and TWEAN agree that the provisions of article II, section 13 of the ordinance are without prejudice to the rights of the city or TWEAN to challenge the appraisal decision in a court or other appropriate forum. This provision of the franchise is meant to control notwithstanding any contrary provisions of the ordinance.

(d)

The city and TWEAN agree that in the context of article II, section 15(a)(3) of the ordinance, a material misrepresentation of material fact means a misrepresentation by TWEAN upon which the city has explicitly relied in granting the franchise. This provision of the franchise is meant to control notwithstanding any contrary provisions of the ordinance.

(e)

The city and TWEAN agree that the provisions of article II, section 15(a)(5) of the ordinance apply only in situations where TWEAN's failure to comply with another agreement with the city for use of facilities and to cure such non-compliance in the time period set in that agreement causes TWEAN to be unable to operate its cable system. This provision of the franchise is meant to control notwithstanding any contrary provisions of the ordinance.

(f)

The city and TWEAN agree that the provisions of article II, section 15(a)(8) of the ordinance shall apply only if TWEAN had actual knowledge of the violation which was the cause of death or injury, or should reasonably have known that the violation could be the cause of such death or injury; and failed to cure the violation within a reasonable time period after obtaining such knowledge. This provision of the franchise is meant to control notwithstanding any contrary provisions of the ordinance.

(g)

The city acknowledges that TWEAN objects to that portion of article II, section 15(b) of the ordinance which provides that "In the event that such termination and cancellation depends upon a finding of fact, such finding of fact as made by the city commission or its representative shall be conclusive." TWEAN believes the provision to be violative of its rights under Federal and state law. TWEAN acknowledges that the city believes that the provision merely restates applicable law. By entering into this franchise, neither the city nor TWEAN waives any rights with respect to the conclusiveness of any such findings and neither party shall claim such waiver by the other party. TWEAN reserves whatever rights it may have under applicable law to challenge such findings. The city reserves whatever rights it may have under applicable law with respect to the conclusiveness of such findings. This provision of the franchise is meant to control notwithstanding any contrary provisions of the ordinance.