WHEREAS, the Board desires to award a franchise to Franchisee pursuant to the Ordinance; and

Transcription

1 155 AN ORDNANCE TO AWARD A FRANCHSE TO TME WARNER ENTERTANMENT /ADVANCE NEWHOUSE TO CONSTRUCT, MANTAN, AND OPERATE A CABLE TELEVSON SYSTEM N UNON COUNTY WHEREAS, by ordnance enttled An Ordnance Grantng a Franchse to Construct, Mantan and Operate a Cable Televson System n Unon County, North Carolna, to Tar Rver Communcatons, the Unon County Board of Commssoners (the Board ) has granted a cable franchse to Tar Rver Communcatons, whch franchse s currently held by Tme Warner Entertanment - Advance Newhouse Partnershp (the Franchsee ); and WHEREAS, on July 6, 1998, the Board adopted a new cable televson ordnance to be cted as the Unon County Cable Televson Regulatory Ordnance, (the Ordnance ); and WHEREAS, the Board desres to award a franchse to Franchsee pursuant to the Ordnance; and WHEREAS, pursuant to G.S A-46 no grant of a franchse may be made except by ordnance, and no ordnance makng grant of a franchse may be fnally adopted untl t has been passed at two regular meetngs of the Board. NOW, THEREFORE, be t ordaned by the Unon County Board of Commssoners as follows: Secton 1. The Franchsee s awarded a franchse (the Franchse ) to construct and operate a cable televson system n Unon County pursuant to the Ordnance and the Franchse Agreement Between Unon County, North Carolna, and Tme Warner EntertanmentlAdvance Newhouse, June, 1998 (the Franchse Agreement ), attached and ncorporated heren by reference. Secton 2. The rght, prvlege and franchse heren granted are expressly subject to, and the constructon, operaton and mantenance of the cable televson system n Unon County by the Franchsee shall be governed by: () the Ordnance, () the Franchse Agreement, and () any rules and regulatons of any governmental entty that has control or authorty over the constructon, operaton and mantenance of a cable televson system.

2 156 Secton 3. The effectve date of the Franchse shall be the date the Franchsee fles wrtten acceptance wth the County; provded, however, that such perod for acceptance shall not exceed sxty (60) days from the date of fnal approval of ths ordnance by the Board upon second readng. ntroduced the 3rd day of August, Passed frst readng the 3rd day of August, ntroduced the 17* day of August, Passed second readng the 17th day of August, ntroduced the 8* day of September, Passed thrd readng the Sth day of September, 1998.

3 157 FRANCHSE AGREEMENT BETWEEN UNON COUNTY NORTH CAROLNA AND TME WARNER ENTERTANMENT/ADVANCE NEWHOUSE June, 1998 TABLE OF CONTENTS. GRANTED TO TME WARNER ENTERTANMENTADVANCE NEWHOUSE RGHT OF COUNTY TO SSUE FRANCHSE TERM... 2 v* DEFNTONS... 2 V. SERVCEAREA V. FRANCHSE NONEXCLUSVE V. SYSTEM AND CAPACTY V. CONSTRUCTON X. SYSTEM SERVCES AFTER REBULD X. ACCESS CHANNELS, EQUPMENT, FACLTES, AND SERVCES....8 X. NSTTUTONAL NETWORK X1. NTERCONNECTON X. SUBSCRBER NFORMATON AND POLCY XV. NON-DSCRTMNATON xv. RATES XV. FRANCHSERENEWAL

4 158 XV. XV. XX. xx. XX. XX. xx. XXV. XXV. XXV. XXV. XXV. POLCEPOWERS FRANCHSE FEE AND PERFORMANCE BOND REGULATON REMEDES FORCEMAJEURE COOPERATON WAVER CUMULATVE PROVSON NOTCES CAPTONS NOJONTVEN TURE SEVERABLTY APPENDCES Appendx A. Equpment Lst Appendx B. Cutover Plan for System Rebuld Appendx C. nsttutonal Network

5 159 the publc streets, alleys, and ways wthn the County such wres, cables, fber optcs, conductors, ducts, conduts, vaults, manholes, amplfers, applances, pedestals, attachments, and other property and equpment as are nece'ssary and appurtenant to the operaton of the cable televson system n the County and n accordance wth ths Franchse and the Ordnance. All property and equpment of the Franchsee and ts nstallaton and use shall comply wth local law and regulaton. 11. RGHT OF COUNTY TO SSUE FRANCHSE. Franchsee acknowledges and accepts the legal rght of the County to ssue ths Franchse TERM. The term of the Franchse shall be for a perod of ffteen (1 5) years from the effectve date, unless sooner termnated as provded n the Ordnance, at whch tme t shall expre and be of no further force and effect. V. FRANCHSE NONEXCLUSVE. c Consstent wth the requrements of the Ordnance, ths Franchse shall not be construed as any lmtaton upon the rght of the County to grant to other persons rghts, prvleges, or authortes smlar to the rghts, prvleges, and authortes heren set forth, n the same or other streets, alleys, or other publc ways. The County specfcally reserves the rght to grant at any tme durng the term of ths Franchse or renewal thereof, f any, such addtonal Franchses for a cable televson system as t deems approprate. The County shall notfy the Franchsee of such Franchse grant n a tmely manner. f any addtonal cable televson franchse granted by the County shall contan terms and condtons, when taken as a whole, are more favorable and/or less burdensome than ths franchse, the County shall amend the Franchse, upon wrtten request of the Franchsee, to ncorporate the more favorable or less burdensome provsons. The Grantee must make any such request wthn nnety (90) days of recept of notce from the Franchsor and the County shall act n a tmely manner so amendng the Grantee(s) Franchse pursuant to ths secton. Franchsee agrees to ndemnfr the County and to hold the County harmless from all clams aganst t by thrd partes arsng out of ts complance wth ths secton to the extent that such clams are not barred by Secton 635A of the Cable Televson Consumer Protecton and Competton Act of 1992 (Lmtaton of Franchse Authorty Lablty), or by any other provson of law. V. DEFNTONS. All defntons set forth n the Ordnance pertan to ths Franchse and shall be relevant to the purposes and meanng of ths Franchse.. V. SERVCE AREA. A. Servce Area. The servce area of the Franchsee shall be any area n Unon County that s located outsde the corporate lmts of any muncpalty.

6 160 BROADBAND TELECOMMUNCATONS FRANCHSE AGREEMENT THS AGREEMENT s made and entered nto as of ths 8th day of September, 1998, by and between Unon County, North Carolna, herenafter referred to as (County) and Tme Warner Entertanment/Advance Newhouse (Franchsee), a Delaware Corporaton, wth ts prncpal place of busness n North Carolna, at Tme Warner Cable (a dvson of Tme Warner Entertanment-AdvancehJewhouse), 2300 Yorkmont Road, Charlotte, North Carolna , herenafter referred to as (Franchsee), also known as (TWEAN). WHEREAS, the County s authorzed to grant one or more nonexclusve, revocable, franchses to construct, operate, and mantan a cable televson system wthn the County; WHEREAS, Franchsee wll construct a cable televson system as set forth heren; WHEREAS, the County, after due evaluaton, has determned that t s n the best nterest of the County and ts resdents to grant a franchse to Franchsee for a ffteen (1 5) year term. NOW, THEREFORE, N CONSDERATON of the mutual promses and covenants contaned heren, the partes do mutually agree as follows:. GRANTED TO TME WARNER ENTERTANMENT/ADVANCE NEWHOUSE A. Purpose. The purpose of ths secton s to award a Franchse to Tme Warner Entertanment/Advance Newhouse (Franchsee) to construct and operate a cable televson system to provde cable servce. The Franchsee wll provde top qualty cable servce. B. Enactment. Franchsee s hereby granted a nonexclusve Franchse to operate a cable televson system wthn the County to provde cable servce n accordance wth ths Franchse and the Ordnance, whch establshes standards, regulatons and procedures for the grantng of a Franchse and operatng a cable televson system, the rules and regulatons adopted by the County, all Ordnances of the County and all applcable rules and regulatons of the Federal Communcatons Commsson and the County. C. Effectve Date. Ths Franchse shall not become fnally effectve untl the Franchsee fles an acceptance n wrtng wth the County. The Franchsee shall have up to sxty (60) days from the date ths Franchse s sgned by the Charman of the Board of Commssoners to provde such wrtten acceptance. mmedately upon the takng effect of ths Franchse Agreement, the pror franchse granted to the Franchsee shall be superseded and of no further force and effect; provded, however, vested rghts relatng to bllngs and the County's rghts to accrued franchse fees shall not be affected thereby and provded that any outstandng consumer complants wll be resolved. D. Use of Publc Ways. For the purpose of operatng and mantanng a cable televson system n the County, Franchsee may erect, n, over, under, or upon, across, and along

7 161 B. Servce to all Resdents. Franchsee shall offer cable televson servce to all resdences of the County whch are n the corporate lmts of the County and were served on the effectve date of ths Franchse. The Franchsee wll construct the cable system to all areas whch have at least eghteen (18) dwellng unts per mle. The cost of such constructon shall be borne by Franchsee. For areas not meetng a densty of eghteen (18) dwellng unts mle, the cost of constructon shall be pad by Franchsee and the affected subscrbers, subject to allocaton based on the followng formula: f a request for extenson of servce nto a resdental area requres the constructon of cable plant whch does not pass at least eghteen (18) dwellng unts per plant mle as measured from the nearest pont of usable cable plant, or ten (10) subscrbers per plant mle who have commtted to purchase a mnmum of one (1) year of cable servce programmng ter, Franchsee and subscrbers wll each bear ther proportonate share of constructon costs. For example, f there are nne (9) dwellng unts per mle, Franchsee's share wll equal 948th~ of the constructon cost. The remanng cost wll be shared equally by each subscrber served by the plant extenson. Ths lne extenson formula shall also be appled to a porton of a mle meetng proportonate densty requrements. For example, f there are nne (9) dwellng unts per one-half mle, the Franchsee shall construct the plant. The cost sharng plan descrbed above would be utlzed f there were less than the proportonate share of dwellng unts per the porton of a mle needed to reach the dwellng unts. Any new subscrber n the lne extenson area shall pay the new prorata share and all contrbutng subscrbers shall receve approprate refunds. n any event, at the end of two (2) years from the completon of resdental constructon n the area, the subscrbers shall no longer be elgble for refunds and the amounts pad n constructon costs wll be credted to the plant account of the Franchsee to be used for future extensons. C. New Resdental Constructon. Franchsee shall extend servce to all new resdences n all unwred subdvsons where the densty of homes s at least eghteen (1 8) homes per mle or meet the lne extenson crtera for servce n areas under eghteen (1 8) homes per mle, as specfed n Secton B. above, wthn sxty (60) days of a qualfed request by any occupant of such new development and after all necessary and tmely submtted permts are receved. Franchsee shall use all reasonable efforts to coordnate jont trenchng wth any publc utltes whch wll be constructed n and along the same publc rght-of-ways n new subdvsons. D. Commercal Servce Drops. Franchsee shall, upon request, make servce drops avalable to all commercalhndustral establshments served aerally whch are located wthn one hundred ffty feet (1 50') of the system at Franchsee's standard nstallaton rate expense. For commercal/ndustral establshments requestng a commercal servce drop whch s served underground, or for aeral extensons beyond one hundred ffty feet (1 50'), Franchsee shall make servce avalable on the bass of a captal contrbuton from the commercal subscrber for the addtonal cost of materal, labor, and easements. E. Resdental Servce Drops. Franchsee shall, upon request, make servce drops avalable to all resdental subscrbers who can be served by drops, aerally or underground, no longer than one hundred-ffty feet (1 50') from the cable system. For resdental dwellng unts whch requre a subscrber drop longer than one hundred-ffty feet (1 50'), Franchsee shall, upon request, make servce avalable on the bass of a captal contrbuton from the resdental subscrber for the cost of constructon beyond one hundred-ffty feet (1 50'), ncludng cost of materal, labor, and easements.

8 162 V. SYSTEM AND CAPACTY. A. System. The partes understand and agree that Franchsee shall construct a cable system whch s capable of delverng cable televson sgnals processed at 750 MHZ utlzng fber optcs to the node desgn or better. The system shall be ntally actvated to 550 MHZ wth the remanng 200 MHZ reserved for future dgtal servces. The rebult system wll use all new fber optcs and electronc and passve devces. The system may use exstng coaxal cable n nstances where the cable s tested and meets manufacturers specfcatons. The system wll be desgned so that there are no more than sx (6) amplfers n cascade. Fber optc recever nodes located throughout the plant wll dvde the dstrbuton of cable sgnals to an average of 500 homes per fber node or less. The system shall be desgned and constructed n accordance wth the then current desgn specfcatons of the Grantee. At the completon of the rebuld, the Franchsee's cable system shall only be placed n publc rghts-of-way or on prvate property where a duly authorzed easement has been obtaned pror to constructon on the property. The system shall be operated n accordance wth FCC techncal standards. B. Constructon Tmetable. The rebuld shall be completed and nnety-fve (95%) of subscrbers wll have avalable upon request the new servces offered on the rebuld, wthn eghteen (1 8) months of the effectve date of ths Franchse. Pror to the ntaton of constructon of the rebuld, Franchsee shall provde a neghborhood constructon schedule whch detals the tme frame for constructon n each neghborhood and area of the County. Such constructon schedule wll be updated monthly and provded to the County. C. Constructon Oversght. Franchsee wll vsually nspect 100% of all fber and coaxal cable constructon to ensure that t meets the specfcatons of the Ordnance and ths Franchse. The Franchsee shall desgnate an employee to act as a company representatve by respondng to publc servce complants on a daly bass durng the rebuld and provde the County wth the person's name and telephone number. Franchsee shall use all reasonable efforts to mnmze traffc dsrupton durng constructon and coordnate constructon schedulng wth the County. 1 D. Complance wth Applcable Law. n constructng, operatng and mantanng the system, Franchsee shall at all tmes comply wth the Ordnance and all applcable laws and regulatons. E. Drop Audt. Wthn twenty-four (24) months of the effectve date of ths Franchse, Franchsee shall have audted and tested all of the subscrber drops n the County at the ground block and all drops not meetng the standards of the Natonal Electrc Code or provdng adequate sgnal delvery for the delvery of all servces on the rebult system, shall be replaced when found to be substandard. The system shall be desgned to ensure that each drop shall meet FCC specfcatons. F. Equpment Qualty. Throughout the term of the Franchse, the equpment used for the dstrbuton system, headend and recepton facltes shall be of good and durable qualty and be servced and repared on a regular bass and shall at all tmes be of equal or better qualty than

9 all that used n the system rebuld. For nformaton purposes, the 750 MHZ equpment the Company expects to use n the rebuld s ncluded n Appendx A, (Equpment Lst,) attached hereto and ncorporated by reference. G. State of the Art. The Franchsee shall construct, nstall, operate and mantan ts system n accordance wth the hghest standards of the art of cable televson, such standards to nclude, at a mnmum, but not be lmted to the followng: (1) The system wll be constructed to permt a mnmum of 750 MHZ operaton and wll be compatble wth cable ready televson sets, except for those servces requrng the use of an addressable or other subscrber termnal. (2) The Franchsee shall mantan ts system facltes served by the same headend, n a manner whch wll contnue to enable t to add bandwdth and new servces, ncludng but not lmted to, dgtal servces, nternet access, addtonal bandwdth, and assocated equpment as they are developed and are avalable. Dgtal technology, other technology, new servces, and assocated equpment wll be added to the system facltes when they are provded other smlar szed markets served by the same headend, or smaller, that are owned by the Franchsee or parent company n the SMSA s of Charlotte, Ralegh, Salsbury, and Kannapols, North Carolna, excludng expermental and plot projects and such servces and assocated equpment can be offered on the Franchsee s system n an economcally vable manner (that s, Franchsee wll be able to earn a reasonable return over the remanng term of ths Franchse fom the provson of such servce or equpment). Such dgtal technology, other technology and equpment shall comply wth the then natonal standards for such technology and shall provde features equal to those beng ntroduced durng the same year n other systems owned by Franchsee. H. Emergency Alert. Franchsee shall mantan ts exstng emergency alert system untl the FCC promulgates rules regardng emergency alert servce n cable televson. Thereafter, the Franchsee shall provde a state-of-the-art emergency alert system as specfed by the FCC for use by the County but provdng, at a mnmum, an all channel audo emergency alert system whch can be accessed drectly by a desgnee of the County. To the extent allowed by law, emergency messages shall be able to be ntated from any touch-tone phone wth an access code. Persons to be provded wth access codes shall be selected by the County.. Standby Power. Franchsee shall provde a mnmum of eght (8) hours standby power-generatng capacty at the headend. Franchsee shall mantan standby power system supples, rated for at least two and one-half (2.5) hours duraton at all optcal node locatons n the dstrbuton network. Coaxal cable feeder lnes wll receve standby power from a fber optc node locaton. J. Parental Control Devces. Franchsee shall provde to subscrbers, upon request, parental control devces that allow any channel or channels to be locked out. Such devces shall block both the vdeo and the audo porton of such channels to the extent that both are unntellgble. The cost to subscrbers for parental control devces s subject to FCC regulaton. As requred by Federal law and regulaton, Franchsee shall block the vdeo and audo portons of prmarly adult programmng servces.

10 164 K. Performance Testng. Franchsee shall perform all system tests and mantenance procedures as requred by and n accordance wth: the FCC; ths Franchse; the Ordnance; and Franchsee's standards of good operatng practce. L. Techncal Standards. To the extent allowed by law, the cable televson system permtted to be operated hereunder shall be nstalled and operated n conformance wth the Ordnance, ths Franchse, and FCC rules and regulatons. To the extent permtted by law, any FCC techncal standards or gudelnes related to the cable televson system and facltes shall be deemed to be regulatons under ths Franchse. At such tme as the FCC does not regulate techncal standards, Franchsee wll contnue to comply wth the FCC standards whch were n effect on the effectve date of ths Franchse. M. Employee dentfcaton. Franchsee shall provde a standard dentfcaton document to all employees, ncludng employees of subcontractors, who wll be n contact wth the publc. Such documents shall nclude a telephone number that can be used to verfy dentfcaton. n addton, Franchsee shall use all reasonable efforts to clearly dentfy all feld personnel, vehcles, and other major equpment that are operatng under the authorty of Franchsee. N. Stereo. Upon completon of the rebuld, the system wll have the capablty and shall pass Broadcast Televson Systems Commttee (BTSC) stereo sgnals for those broadcast, satellte, and locally orgnated servces whch transmt them, exceptng alphanumerc channels. 0. Upstream Capacty. At the request of the County, and at such tme as the County develops a plan that would requre use of Franchsee's upstream capacty for muncpal servces (.e., meter readng), and at such tme as Franchsee makes upstream capacty avalable for commercal sale, Franchsee agrees to negotate n good fath, usng all reasonable dlgence, to enter nto an agreement whereby such upstream capacty wll be made avalable for those purposes. Sad agreement shall be commercally reasonable for both partes. Franchsee wll nform County at the tme the upstream capacty on the system s actvated. V. CONSTRUCTON. A. System Desgn Revew. The County shall have the authorty to revew and comment on the techncal desgn plans of the system pror to rebuld constructon to ensure that the system desgn meets the requrements of ths Franchse and the Ordnance, provdng such revew s completed n a tmely manner. The,Franchsee shall provde the County wth the followng desgn nformaton: engneerng desgn maps; key map for desgn maps; system level desgn nformaton (e.g. block dagram of headend, satellte or off-ar studes, power supply map); test plan for the exstng coaxal cable to be used n the system; and contact engneer who wll be avalable to dscuss project detals. Any noncomplance found n any phase of the desgn plans shall be notced to the Franchsee wthn forty-fve (45) days after desgn plans are submtted to the County. The Franchsee may seek use of exstng coaxal cable whch s tested pror to use n the rebult system and meets manufacturer specfcatons. The Franchsee shall follow any generally applcable permttng processes. nternal wrng shall comply wth the County electrcal code. To the extent permtted by North Carolna law, the County shall treat the nformaton so provded to the County as confdental and propretary; provded, however, that 1

11 165! 1, each map, document, or other publcaton shall be planly marked, (CONFDENTAL AND PROPRETARY BUSNESS NFORMATON OF TME-WARNER ENTERTANMENT/ADVANCE NEWHOUSE.) B. Constructon Manual. Franchsee shall construct the system n accordance wth Franchsee's constructon manual whch s avalable n the County Clerk's offce. Such manual may be amended from tme to tme so long as the standards are n accordance wth accepted, good qualty engneerng practces used by the cable televson ndustry and comply wth relevant law and regulaton. C. Underground Constructon. Franchsee shall partcpate n and use a consoldated utlty and cable facltes locator agency, and ensure that dstrbuton cable s bured at a depth of at least twelve-nches (12"). Temporary drops wll be bured wthn two (2) months of nstallaton, weather permttng. D. Consumer Compatblty. Franchsee shall comply wth FCC consumer compatblty rules and gudelnes and wll use all reasonable efforts to provde subscrber frendly technology. The basc servces shall be offered n a format compatble wth cable-ready televson sets. E. Converson. Subscrbers shall not be charged by Franchsee for converson from the exstng system to the new system. n the event that specal addtonal or customzed equpment s requested by any subscrber or s requred to provde such servce to any subscrber, Franchsee may charge the subscrber for such equpment. So that customers wll experence the least possble nterrupton of servce, Franchsee shall use all reasonable efforts to perform the cutover to the new system as specfed n Appendx B (Cutover Plan for System Rebuld,) attached hereto and ncorporated by reference. Franchsee wll notfy subscrbers and the publc n general of the cutover, whch may utlze, but not be lmted to, the followng: bll stuffers; drect mal; news releases; rado announcements; door knob hangers; CSR tranng; and communty bulletn board announcements. X. SYSTEM SERVCES AFTER REBULD. A. ntal Resdental Subscrber Servces. Durng the rebuld perod, Franchsee shall ntally provde the same mx, level, and qualty of programmng as provded on the effectve date of ths Franchse. B. Addtonal Servces. Upon completon of the rebuld and thereafter, Franchsee shall provde a mnmum of ffty-two (52) servces and the same mx, level, and qualty of programmng as offered to subscrbers converted to the rebult system. C. Leased Access Channels. Franchsee shall follow Federal law and regulaton regardng leased access. D. Cable Drops and Monthly Servce. Franchsee shall provde one (1) free cable drop and up to three (3) addtonal outlets upon request, at Franchsee's cost, and free basc ter and the cable programmng ter, as defned by the FCC pror to rate deregulaton of the cable

12 166 programmng ter, excludng premum and pay-per-vew servces, to all publc schools, emergency servces of the County, lbrares, educatonal nsttutons, and publc buldngs desgnated by the County. All non-premum programmng and closed-crcut tranng programmng shall be transmtted to all of these locatons on the cable system, free of charge. E. Closed-Captonng. Franchsee shall pass through all closed-captoned sgnals receved by the system for the hearng mpared. F. nternet Servce to the Schools. Franchsee wll provde free nternet Servce to the publc schools as specfed n the Franchsee s socal contract wth the FCC (Socal Contract for Tme Warner Cable, FCC Docket No ). G. Pay-per-vew Servces. Franchsee wll provde pay-per-vew programmng servce on the cable televson system after the rebuld. X. ACCESS CHANNELS, EQUPMENT, FACLTES, AND SERVCES. n order to develop and promote publc, educatonal, and government access programmng for the system s access channels, Franchsee hereby agrees to provde the followng: A. Access Channels. Upon the request of the County, the Franchsee shall supply, wthout charge, the followng access channel upon completon of the rebuld: one access channel for shared use for government and educatonal access purposes by all communtes n Unon County served by Franchsee. Addtonal access channels shall be reserved for future use based upon crtera outlned n ths secton. At any tme durng the franchse term, the County may desgnate capacty on the access channel(s) for publc access or communty programmng. Untl such tme as the County makes the request to actvate the access channel, t s mutually agreed that the Franchsee has the rght to use sad channel for programmng purposes. f sad access channel s actvated upon the County s request, Franchsee shall, n a tmely manner, notfy the County of ts tme frame for preparng promotonal materals regardng the rebult channel lne-up such that the County could request the above-mentoned access channel and have the requested channel ncluded n the promotonal materal. After the rebuld and upon request of the County, whenever the actvated access channel(s) as set forth n ths secton dare substantally programmed, the Franchsee shall make an addtonal access channel avalable for use. For purposes of ths secton, (substantally programmed) shall mean the exstng access channel(s) shows documented proof of performance that t s n use for any 6 week consecutve tme frame (at least 8 hours per day, 7 days per week cablecast schedule) wth at least 40% of the tme the channel s programmed wth unduplcated, non-commercal, full-moton vdeo programmng. The Franchsee shall make such addtonal access channel(s) avalable for use wthn sx (6) months of recept of request by the County. Actvaton of addtonal channels wll be based on documented proof of the communty s needs and nterests n the provson of sad addtonal access channels. For purposes of ths secton, (documented proof) shall mean a formal vote of approval by the governng body of the County, and a wrtten request submtted to the Franchsee. Under these terms, Franchsee shall actvate up to four (4) total access channels for the shared use of the communtes served by Franchsee n Unon County.

13 167 B. ntal Access Funds. Franchsee shall provde funds equvalent to $12.00 per subscrber to the County for the purchase of access equpment, facltes, and servces wthn sx (6) months of a request by the County. Such request shall be made after the County has developed a plan for access equpment and channels and provdng a copy of such plan wll be provded to the Franchsee. The partes agree that such funds wll not be deducted from the franchse fee. f allowed by the FCC, the Franchsee may, at ts own dscreton, pass through to ts customers the cost of the access equpment specfed n ths secton. Franchsee agrees to supply these access support funds to the County wth no nterest charge and wll recover sad funds over a fve (5) year perod. C. Equpment Replacement. Upon wrtten request of the County, Franchsee shall provde funds n year 7, equvalent to $10.00 per subscrber to the County for the purchase of access equpment, facltes, and servce. Pror to makng ths request, the County shall revew access equpment needs and shall notfy the Franchsee f less funds are needed. The partes agree that such funds wll not be deducted from the fkanchse fee. f allowed by the FCC, the Franchsee may, at ts own dscreton, pass through to ts customers the cost of the access equpment specfed n ths secton D. Publcty. Franchsee agrees to provde the followng publcty servces at ts own expense: (1) f the Franchsee offers a gude to subscrbers, and s capable of provdng local program lstngs, and lstngs of local access and tranng channel programs are provded by the County n a tmely manner, the Franchsee shall ensure that the County-provded program lstngs are carred, on a daly bass, on the Franchsee s channel dedcated to provdng program gude nformaton. (2) Franchsee wll nclude wrtten nformaton about educatonal and government access programmng and actvtes n ts customer nformaton materals gven to new subscrbers. (3) At the request of the County, Franchsee wll promote specfc programs through messages on customer blls once each quarter takng nto account that FCC or Franchsee requred regulatory notces shall be gven precedence. County may annually prnt and supply bll stuffers to the Franchsee and the Franchsee shall nclude such stuffers when space s avalable, but at least once a year. The County wll coordnate wth the cable system manager on dstrbuton. E. Sgnal Qualty. Franchsee shall assure that the access channel delvery system from the orgnaton ponts specfed heren meets the same techncal standards as the remander of the system as set forth n Secton V heren. Publc F. Orgnaton Stes. The Franchsee shall construct at ts own expense, and mantan throughout the franchse term, fber optc orgnaton lnes from Monroe Cty Hall, Unon County Government Buldng, the access studo ste to be desgnated by the County, Wngate Unversty, Unon Techncal Educaton Center or ts successor, and a ste selected by the Schools. Durng the rebuld, the Franchsee shall construct the orgnaton capablty

14 168 ndcated above. f allowed by the FCC, the Franchsee may, at ts own dscreton, pass through to ts customers the cost of the orgnaton stes specfed n ths secton, unless waved n wrtng by the Franchsee. X. NSTTUTONAL NETWORK. A. Network. Franchsee shall construct, nstall and mantan an nsttutonal Network as part of the subscrber network to the locatons ndcated n Appendx C, (nsttutonal Network Locatons,) attached hereto and ncorporated by reference. For the purposes of ths Secton X, the term (nsttutonal Network) shall mean a separate, closed-crcut, prvate communcatons network to be constructed and mantaned by the Franchsee and whch s avalable only to those locatons set forth n Appendx C or as hereafter provded. The network wll be a passve pont-to-pont fber optc network as set forth n Appendx C, and wll meet all techncal and electrcal codes specfed wthn the franchse agreement. The County and partcpatng educatonal nsttutons shall only use the nsttutonal Network for non-commercal, governmental or educatonal purposes and shall not drectly nterconnect the nsttutonal Network wth any other swtched or non-swtched network that s not governmental, educatonal, or non-proft n nature. Both partes agree that the Franchsee wll not charge the users of the nsttutonal Network for vdeo program dstrbuton, tranng, voce, data transmsson, and other applcatons (such as energy management), and the partcpatng nsttutons shall purchase, montor, repar, and replace any and all necessary end user equpment for uses of the nsttutonal Network. The Franchsee shall engage n cooperatve plannng wth the County for the ascertanment of the County's requrements, ncludng the routng, schedulng, and placement of addtonal fbers and/or coaxal cable for use n the nsttutonal Network. The Franchsee shall use all reasonable efforts to ntegrate the County's needs nto the cable system's rebuld desgn. Upon request, the Franchsee shall provde to the County the desgn maps related to the nsttutonal Network from tme to tme as they are completed, and estmated nsttutonal Network costs. At least sxty (60) days pror to constructon, the Franchsee shall provde to the County for ts revew and approval, a quotaton of costs and schedules for constructon and nstallaton. Wthn thrty (30) days of ths quotaton, the County may exclude any -net stes at ts dscreton. - B. Features. Features ncorporated nto the system desgn shall permt nsttutons to transmt vdeo programmng va the nsttutonal Network to access channels on the resdental subscrber network. Franchsee's system shall be capable of swtchng from the nsttutonal Network's channels to the resdental subscrber network to program the access channels, and wll allow for swtchng between the nsttutonal Network stes. Such swtchng shall be accomplshed remotely by telephone by the partcpatng nsttutons. C. Desgn. Each prncple orgnaton pont on the nsttutonal Network shall be able to orgnate transmssons smultaneously. D. Constructon and Operaton. The Franchsee shall contnue to own the nsttutonal Network and shall perform all routne mantenance on the -net n the same manner as the subscrber network, and wll use all reasonable efforts to effect repars mmedately f requred by the County's publc safety stes (such stes to be noted n desgn attached as

15 169 Appendx C). The nsttutonal Network wll be completed durng the rebuld n conjuncton wth the adjonng portons of the system. Upon the request of the County, the nsttutonal Network wll be actvated wthn sx (6) months after the completon of the rebuld. The nsttutonal Network wll be mantaned by Franchsee n the same manner as the fber optc portons of the subscrber network The County agrees that Franchsee shall be advsed of any and all opportuntes to bd on contracts for the provson of telecommuncatons servces to the County and shall be permtted to provde such servces f Franchsee offers a rate that s equal to or lower than the rate offered by any other party. However, nothng heren wll prevent connecton to any communcaton system of another governmental or noncommercal educatonal entty. E. Future Extenson. Franchsee agrees to construct the nsttutonal Network to addtonal County owned buldngs upon the request of the County at the County's expense. The expense to be borne by the County shall not exceed Franchsee's actual cost of constructon from the connecton pont to the nearest connecton pont on the nsttutonal Network. -- F. Treatment. External costs or costs pad by the County related to the nsttutonal Network wll be based on the Franchsee's ncremental labor and materal costs for the constructon of the nsttutonal Network. t s mutually understood that (ncremental costs) shall mean the addtonal labor and materal costs ncurred by the Franchsee that are attrbutable to the constructon of the nsttutonal Network. The Franchsee may, at ts own dscreton, pass through to ts customers the cost of constructng the -net. Franchsee agrees there wll be no nterest charge on sad costs of constructon f recovered over a fve (5) year perod from the date of actvaton. Pror to the rebuld, the County may choose to pay portons of the nsttutonal Network costs wth ts own funds. The County reserves the rght to pay the Franchsee's cost of the nsttutonal Network up front and then to be rembursed by subscrbers wthn a tme frame as specfed by the County. f the County chooses a payment plan for extensons n excess of fve (5) years, the Franchsee may charge nterest on such funds. X. NTERCONNECTON. nterconnecton wth Adjacent Communtes. The Franchsee shall nterconnect the access channels and the nsttutonal Network wth cable systems n adjacent muncpaltes, f requested to do so by the County and other jursdctons as approved by ther respectve governng bodes, and f partcpatng cable televson company and/or muncpaltes pay ther proportonate share of the cost of such nterconnecton and f all applcable permts and access to rghts-of-way can be obtaned. The cost and responsbltes to effect nterconnecton shall be negotated at that tme and shall be borne by the partcpatng partes. For example, f two systems are nterconnected, the prorata share may be based on a cost per subscrber, per system and the costs per system wll be dvded on ths bass and shall be pad as allowed by law or by the County or nsttutons nvolved. f allowed by the FCC regulatons, the Franchsee may pass the County's costs for nterconnecton wth cable systems n adjacent communtes, through to subscrbers.

16 170 X. SUBSCRBER NFORMATON AND POLCY. A. Subscrber nformaton. At the tme an nstallaton or servce agreement s to be sgned, Franchsee shall furnsh to each subscrber a smple, but thorough wrtten explanaton of all servces offered; the fees, charges, terms and condtons of such servces; nformaton regardng bllng and servce calls; complants; nformaton regardng the avalablty of parental control devces; and a complete statement of the subscrber's rght to prvacy n conformance wth 47 U.S. Secton 63 1, as t may be amended. Thereafter, Franchsee shall provde subscrbers wth prvacy nformaton and other nformaton, as requred by FCC regulatons, as amended. Such subscrber nformaton shall be fled wth the County concurrent wth dstrbuton to subscrbers. B. Busness Offces and Personnel. Franchsee shall establsh and mantan a staffed busness offce centrally located n Unon County. The busness offce shall be open a mnmum of forty-fve (45) hours per week, ncludng some evenng hours. Franchsee shall provde telephone servce wth a local number, twenty-four (24) hours per day. Franchsee shall also provde personnel, telephone servce, ncludng a locally lsted telephone number, and other equpment as needed wthn the area. At the busness offce, the Franchsee shall ensure tmely, effcent and effectve servce to consumers and for the purpose of recevng nqures, requests and complants concernng all aspects of the constructon, nstallaton, operaton, and mantenance of the system and for the payment of subscrbers' servce charges. C. Subscrber Complants. Pursuant to the Ordnance, Franchsee shall promptly respond to and resolve all subscrber complants. However, nothng heren shall requre Franchsee to mantan or repar any equpment not provded by t. D. Major Outages. Franchsee shall mantan records of all major outages defned as a dscontnuaton of cable servce from one or more fber nodes n the County. Such records shall ndcate the estmated number of subscrbers affected, the date and tme of frst notfcaton or of Franchsee knowledge of the outage, the date and tme servce was restored, the cause of the outage and a descrpton of the correctve acton taken. Such records shall be avalable to the County durng normal busness hours upon reasonable pror notce and retaned n Franchsee's fles for not less than three (3) years. Upon wrtten request of the County, a statstcal summary of such records shall be prepared by Franchsee and submtted to the County annually. E. Customer Handbook. Franchsee shall provde wrtten customer polces or a handbook to all new subscrbers and, thereafter, upon request. Franchsee's wrtten customer polces or handbook shall, at a mnmum, comply wth all notce requrements n the Ordnance and those promulgated by the FCC. f Franchsee's operatng rules are changed subscrbers shall be notfed n a tmely manner. Rate and consumer complant nformaton wll be dstrbuted annually to subscrbers. Franchsee shall fle a copy of ts wrtten customer polces or ts consumer handbook wth the County annually. F. Standards. Franchsee shall meet the FCC's Customer Servce Oblgatons. f Franchsee does not meet the busy standards n two (2) consecutve quarters, the Franchsee shall take correctve acton n order to satsfl the telephone busy standards. Upon request, Franchsee shall provde to the County, annual management data reports, ncludng data from any servce

17 171 L- centers used by the Franchsee related to complance wth the FCC's customer servce standards, the Ordnance and ths Franchse. At such tme as Franchsee does not meet the FCC andor the Ordnance requrements for repar or other requrements for one quarter, Franchsee shall take correctve acton to ensure that such standards are met durng the next quarter. At such tme as the FCC no longer promulgates consumer servce oblgatons, the FCC standards n effect on the effectve date of ths Franchse wll be n force provded all other cable franchses are held to the same standard. G. Downgrades. Subscrbers shall have the rght to have cable servce downgraded n accordance wth FCC rules. No charge shall be made for dsconnecton of cable servce. The bllng for such servce wll be effectve mmedately and such dsconnecton or downgrade shall be made as soon as practcable. A refund of unused servce charges shall be pad to the customer wthn forty-fve (45) days from the date of termnaton of servce. H. Subscrber Contracts. All contracts between Franchsee and ther subscrbers shall be n complance wth the Ordnance and ths Franchse. Franchsee shall fle a copy of the Franchsee's subscrber contract wth the County upon request.. Negatve Opton Bllng. Franchsee shall comply wth Federal law regardng negatve opton bllng. J. Payment Statons. Throughout the term of-the Franchse, Franchsee shall mantan, at a mnmum, a payment staton n ts man offce, and the ablty to pay through bank drafts and an after hours drop box at the busness offce. L-. K. Outage Rebate. Franchsee, upon subscrber request, shall credt the subscrber's account for a verfable outage of two (2) hours or more. The Franchsee shall provde annual wrtten notce to subscrbers of the avalablty of credts for outages for the levels of servce affected by such outages. L. Response to the County. The County wll notfy the Franchsee n wrtng of subscrber complants receved by the County. The Franchsee shall use all reasonable efforts to contact subscrbers whose complants have been handled by the County wthn twenty-four (24) hours of County notce to the Franchsee. The Franchsee shall respond n wrtng to the County wthn three (3) busness days regardng the resoluton of such subscrber complants. Such complants wll be handled n accordance wth FCC customer servce standards and State and local law. The Franchsee shall provde to the County, the name of the person responsble for handlng County complants. M. Repar Calls. Franchsee shall offer subscrbers repar servce appontments n four-hour wndows. Upon request, the Franchsee shall telephone the subscrber pror to arrvng for a repar call. Franchsee wll conduct repar calls on weekdays, weekday evenngs, and Saturdays. Franchsee shall respond to repar calls wthn 24-hours nnety fve percent (95%) of the tme.

18 172 N. nstallaton. Unless otherwse specfed by the subscrber, subscrber servce shall be nstalled wthn seven (7) days of a request, wth the excepton of subscrbers n new developments whch wll be nstalled n accordance wth Secton V1.D. 0. Dsconnects. Dsconnecton of accounts due to non-payment shall occur no sooner than forty (40) days of due date. P. Subscrber Bll. Company shall nclude ts name, address, and telephone number on the subscrber bll and on the porton of the bll retaned by the subscrber. XV. NON-D S CRMNATON. Franchsee agrees that t shall not dscrmnate n provdng servce to the publc nor aganst any employee or applcant for employment because of race, color, creed, relgon, sex, dsablty, natonal orgn, age, or martal status. n the employment of persons, Franchsee shall fully comply wth applcable local, state and federal law, and shall take affrmatve acton to ensure that applcants are employed and that employees are treated durng employment wthout regard to ther race, color, creed, relgon, sex, dsablty, natonal orgn, age, or martal status.! XV. RATES. The County shall have the ablty to regulate rates n accordance wth Federal law. XV. FRANCHSE RENEWAL. Subject to Secton 626 of the Cable Communcatons Polcy Act of 1984, the Cable Televson Consumer Protecton and Competton Act of 1992, and the Telecommuncatons Act of 1996, as amended, ths Franchse may be renewed or dened by the County n accordance wth the Ordnance. XV. POLCE POWERS. n acceptng ths Franchse, Franchsee acknowledges that ts rghts hereunder are subject to the polce powers of the County to adopt and enforce general Ordnances necessary to the safety and welfare of the publc, and t agrees to comply wth all applcable general laws and Ordnances enacted by the County pursuant to such power. XV. FRANCHSE FEE AND PERFORMANCE BOND. A. Franchse Payments. Franchsee shall pay to the County a Franchse fee of fve percent (5%) of gross annual revenues or the maxmum amount permtted by statutory or judcal law, whchever s hgher, durng the perod of ts operaton under the Franchse, pursuant to the provsons of the Ordnance. Any ncrease n the franchse fee shall be mplemented as soon as practcable, but no longer than forty-fve (45) days.

19 173 B. Bonds. Franchsee shall furnsh a performance bond to County as specfed n the Ordnance durng the constructon of the rebuld n the amount of $200,000. Franchsee shall provde such performance bond to the County wthn thrty (30) days of the effectve date of ths Franchse. The Franchsee shall notce the County, and the County shall determne and certfy that the rebuld s completed. Upon recept of such County certfcaton, the Franchsee may reduce the performance bond to $50,000. The performance bond shall be mantaned durng the lfe of the Franchse to guarantee the fathful performance of all ts oblgatons under ths Franchse and the Ordnance. The Franchsee shall replensh the performance bonded wthn ten (10) days of use by the County as specfed n the Ordnance. XX. REGULATON. A. Regulatory Authorty. The County shall exercse approprate regulatory authorty under the provsons of the Ordnance and ths Franchse. Regulaton may be exercsed through the County or a duly desgnated representatve. B. Acceptance. Franchsee, by acceptng the rghts hereby granted, agrees that t wll perform and keep all acts and oblgatons mposed, represented or promsed by the provsons of ths Franchse, the Ordnance, and the Renewal Proposal. XX. REMEDES. A. Schedule of Lqudated Damages. Because Franchsee's falure to comply wth certan materal provsons of ths Agreement and the Ordnance wll result n njury to the County or to subscrbers, and because t wll be dffcult to estmate the extent and monetary value of such njury, the County and Franchsee hereby agree that the lqudated damages stated heren below, represent both partes' best estmate of the damages resultng fom the specfed njury. B. Volatons. For the volaton of any of the followng, the County shall notfy Franchsee n wrtng of the volaton. The County shall provde Franchsee wth a detaled wrtten notce of any Franchse volaton upon whch t proposes to take acton, and there shall be a thrty (30) day perod wthn whch Franchsee may demonstrate that a volaton does not exst or cure an alleged volaton or, f the volaton cannot be corrected n thrty (30) days, submt a plan satsfactory to the County to correct the volaton. f an alleged volaton s proven to exst, and no cure or acton on a plan to cure acceptable to the County has been receved by the County wthn thrty (30) days, such lqudated damages shall be payable by the Franchsee wthn nnety (90) days and f not pad wll be chargeable to the performance bond as set forth n the Ordnance. Franchsee may petton the County Commsson for relef wth just cause, whch would nclude events not wthn ts control. The mposton of lqudated damages shall not preclude the County from exercsng the other enforcement provsons of the Ordnance, ncludng revocaton, or other statutory or judcally mposed penaltes. Lqudated damages may be mposed as follows: (1) For falure to complete constructon or extend servce n accordance wth Franchse: $200/day for each day the volaton contnues;

20 174 (2) For falure to comply wth requrements for publc, educatonal and government access: $1 50/day for each day the volaton contnues; (3) For falure to construct and mantan an nsttutonal Network: $150/day for each day the volaton contnues; 1! (4) For falure to submt reports, mantan records, provde documents or nformaton: $75/day for each day the volaton contnues; (5) For volaton of customer servce standards requred by ths Franchse, the Ordnance, or by FCC regulaton for two consecutve quarters: $1,000 per standard volated per quarter, ncludng the frst two quarters n whch the volaton occurred, f Franchsee does not meet customer servce standard for two consecutve quarters; (6) For volaton of the books and fnancal records provsons of ths Franchse and the Ordnance: up to $5O/day for each day the volaton contnues; and (7) For volaton of other materal provsons of ths Franchse or the Ordnance: up to $150/day for each day the volaton contnues. XX. FORCE MAJEURE. For purposes of ths Franchse, the Franchsee shall not be declared at fault or be subject to any sancton under any provson of ths Franchse n any case, n whch performance of any such provson s prevented or delayed for reasons beyond the Franchsee's control. A fault shall not be deemed to be beyond the Franchsee's control f commtted by a corporaton or other busness entty n whch the Franchsee holds a controllng nterest whether held drectly or ndrectly. XX. COOPERATON. The partes recognze that t s wthn ther mutual best nterests for the cable televson system to be operated as effcently as possble n accordance wth the requrements set forth n ths Agreement. To acheve ths, partes agree to cooperate wth each other n accordance wth the terms and provsons of ths Franchse. Should ether party beleve that the other s not actng tmely or reasonably wthn the confnes of applcable regulatons and procedures n respondng to a request for acton, that party shall notfy the person or agents specfed heren. The person or agent thus notfed wll use ts best effort to facltate the partcular acton requested. XX. WAVER. The falure of the County at any tme to requre performance by Franchsee of any provson hereof shall n no way affect the rght of the County hereafter to enforce the same. Nor shall the waver by the County of any breach of any provson hereof be taken to be a waver of any succeedng breach of such provson, or as a waver of the provson tself.