[ ). ) STATE OF SOUTH CAROLINA ) ). COUNTY OF BEAUFORT ) FRANCHISE AGREEMENT A This Franchise Agreement is made this a.l.+k day of...3"-e..brl.lay~, 19.9..L., by and between the County of Beaufort, ~ corporate body politic organized ~nd ~~~~ting under the Constitution and Laws of the State of South Carolina (hereinafter referred to as ncountyn), and Chechessee Cable Company. wmmeas, the South Carolina Legislature did enact on June 30, 1976, and in Chapter 12, Section 58, Code of Laws of South Carolina, 1981 Supplement, statutes to provide for the issuance of franchises by the governing bodies of the various counties and municipalities in the State of South Carolina to regulate cable television companies operating within territorial limits; and wmmeas, a public hearing was held on the ~ day of YYl~, 19~, in Council Chambers, of which public notice was given in the Beaufort Gazette on ~~(dl ~I ~gi, and in The Island Packet on IfLll At, which notice invited the public to participate n said hearing to comment on the proposed Ordinance and Franchise Agreement; and I WHEREAS, Chechessee Cable Company and the County Council of Beaufort County are desirous of entering into a Franchise Agreement for the construction, operation and maintenance of a cable television system in the County of Beaufort, South Carolina, under the terms and conditions hereinafter provided; NOW, THEREP'ORE, the premises considered, it is mutually agreed by and between the parties hereto as follows: SECTION 1. SHORT TITLE: This Franchise Agreement shall be known and..cited as the. "Chechessee Cable.Company Fra.nchise Agreement" ~.. SECTION 2. DEFINITIONS: For the purposes of this Franchise ".;greement, the following terms, phrases, words and their. 1ierivations shall have the meaning given herein. Such me~ning or definitions of terms is supplemental to those def~nitions established by the Cable Communications Policy Act'of 1984 ("Federal Cable Act n ), 47 U.S.C. 521, ~.!!S.:.., and by the implementing regulations of the Federal Communications Commission ("FCC") as such regulations are from time to t~e adopted and will in no way be construed to broaden, alter or conflict with such Federal definitions: a. "COUNTY" is Beaufort County, South Carolina;, -,
,........ 'r' '" b. "COUNTY ADMINISTRATOR" is that person authorized to represent County Council and who is responsible for and has authority to insure compliance with the terms and conditions of the franchise granted herein; c. "COUNCIL" is the County Council of Beaufort County, South Carolina; d. "CABLE TELEVISION SYSTEM: means.~ fa ~l;;~'y', consisting of a set of closed transmission paths and associated si9dal. generation, reception, and control equipment that is designed 'to provide cable service which includes video programming and which is provided to multiple subscribers within a community, but such term does not include (A) a facility that serves only to retransmit ~e television si9dals of 1 or more television broadcast stations; or (B) a facility that serves only subscribers in 1 or more multiple unit dwellings under common ownership, control, or manaqement, unless such facility or facilities uses any public right-of-way; e. "PERSON" is any person, firm, partnership, association, corporation, company or organization of any kind; f. "FRANCHISE" is the privilege to construct, operate, and maintain the cable television system conferred on Chechessee Cable Company; g. "CCC" is Chechessee Cable Company, its successors and assigns; h. "SUBSCRIBER" is any person or entity receiving for any purpose the services of'ccc herein; i. "BASIC CATV SERVICE" means any service tier which includes the retransmission of local broadcast stations; j. "EXPANDED CATV SERVICE" is any communications service in addition to Basic CATV Service provided by CCC., either directly or...as.a carrier for its subsidiaries, affiliates or any other person engaged jn communications service, including, but not limited to, pay television services, leased channel services, burglar alarm services, advertising, data or other electronic transmission services, facsimile reproduction services, meter reading services and home shopping services; k, "GROSS RECEIPTS" shal.l mean the gross subscriber revenue obtained by CCC from its cable tel.evision operations in the County and shall include all gross revenues per year from al.l. cable services provided (including all forms of consideration, such as initial. Page -2-
.:........ lump sum payments). Gross receipts will also include installation fees, disconnect and reconnect fees, revenues derived from advertising, basic cable service fees, public, educational and governmental access channel fees if any, and per program or per channel pay television fees. SECTION 3. GRANT OF NON-EXCLUSIVE AUTHORITY: The'coWify does hereby grant to CCC the non-exclusive right and privilege to construct, erect, operate and maintain in compliance with Development Standards Ordinance, Section 5.2.3e, upon, alonq, across, above, over and under the streets, public ways and public places now laid out or dedicated, and all extensions or additions thereof, in the portions of the County set forth in Section 8, poles, wires, cables, underground conduits, manholes and other television conductors and fixtures necessary for the construction, maintenance and operation in these areas of the County of a cable television system. SECTION 4. TERM AND RENEWAL OF FRANCHISE. The term of the franchise consent herein granted shall expires fifteen (15) years from the effective date of this Franchise Aqreement. The Franchise Agreement shall be renewed or terminated only in accordance'.with the procedures set forth in the Federal Cable Act, 47 U.S.C. 546. Should the Franchise Aqreement be :terminated or not be renewed, the disposition or acquisition of CCC's cable television system shall be qoverned by the requirements set forth in the Federal Cable Act, 47 U.S.C. 547. SECTION 5. MODIFICATION OF FRANCHISE: Any amendment or modification of this Franchise Agreement shall be in accordance with the modification provisions of the Federal Cable A9t, 47 U.S.C. 545. SECTION 6. PAYMENTS TO THE COUNTY:.. '.. a. As compensation for franchise, CCC shall.pay to the County an amount equal to three (3%) percent of the erations provided in the public areas of the franchise t ritory and one (1%) percent of the annual qross receipts col'1ected f.rom cable televi.sion.operations' provided in private development areas in the franchise territory. " County payment the end b. These franchise fees shall be paid to the on a semi-annual basis, January 1 and July 1. The date shall not be more than sixty (60) days after of each semi-annual period. -, Page -3-
...' t ) c. CCC shall also file at the same time, with the County, a verified statement showing the gross receipts, as defined herein, during the fiscal period in question. CCC shall also provide on an annual basis such other relevant financial information as the County may reasonably request in writing. franchise personal licenses, to that law. SECTION 7. d. CCC shall pay annually, in addition to the fee, such non-discriminatory Ad vaiorem" "and: property taxes, inventory taxes, occupational fees and service charges as shall be appropriate general classification of business as set forth by RATES TO CUSTOMERS: a... CCC shall not discriminate in setting rates among like customers of cable service delivered within the franchise territory covered by this Franchise Agreement, except that' CCC may. from time to time for promotional purposes waive the installation ~ee or provide one free month of certain programming services for new subscribers, or engage in other similar marketing efforts, provided, however, that other cable television companies granted a franchise by the County for the same franchise territory are subject to these same requirements..., b. In the event CCC is required to make payment to any individual or other entity for easement rights to construct a cable television system, the aggregate amount of such payments will be billed insofar as practicable, pro rata, to the subscribers within such area, provided, however, that the foregoing subscriber pass-through shall not apply to Ad Valorem taxes nor to other non-discrlminatory general business classification taxes. c. All other subscriber pass-through charges shall be governed by the provisions of the Federal Cable Act, 47 U.S.C.. 542. ~ ~ SECTION 8. FRANCHISE TERRITORY AND EXTENSION OF SERVICE: " a. The territory covered by this Franchise A~eement granting rights to CCC is all of that geographic area of Beaufort County south of the Broad River described as being all the unincorporated areas excluding the private development now existing or to be hereinafter established. b. CCC agrees to install signal distribution facilities subject to satisfactory pole clearance, pole rental arrangements and necessary easements (where applicable) to all citizens in the authorized territory I ~ where population density is sufficient to support such cable Page -4-
'I' " ) ( ) television installation on a reasonable, practical basis in accordance with Section 9. CCC shall have no obligation to serve in areas where easements are not available or cannot be reasonably and economically obtained. c. Upon receipt of a request from a group of potential subscribers in an area where population density is insufficient to support cable television installation, CCC shall provide such installation upon appropriate sharing of the costs between subscribers for extension of the cable television trunk and distribution facilities, subject to approval 'of said costs by the County Administrator. SECTION 9. CONSTRUCTION REQUIREMENTS: a. IN the event that CCC or its agents shall disturb any pavement, street service, sidewalk, driveway, or other surface in their natural topography, CCC shall at its own expense restore and replace such places or things so disturbed in as good condition as 'existed prior to commencement of said work. (~',r b. To facilitate in the installation and maintenance of any above ground sections of the cable television system that may be installed in the future, CCC shall have the authority to trim trees that are overhanging streets, sidewalks, and public places of the franchise territory so as to prevent the branches from such trees from coming in contact with the wires and cables. Such trimming is only to be done to the extent necessary to maintain proper clearance for CCC's wires and cables. c. CCC may enter into agreements for the attachment onto and/or use of facilities owned and operated by public utilities franchised and operating within the County. -, Page -5-
" r i. SECTION 10. COMMUNITY PROGRAMMING: a. CCC shall make available to the County a Civil Emergency Alert System for the complete channel carriage override. The override mode will be activated with either a three digit code via the touch tone phone telephone system or a key for on-site microphone access. b. CCC shall make available to the. Coilri'fy government, including the County Council, such closed circuit channel time, not to exceed one dedicated channel, as the, County may reasonably request in advance for the closed circuit transmission of programs prepared by the County. Such programs must be presented to CCC by the County in the format able to be utilized by CCC. CCC shall provide one (1) hook-up for basic CATV service for each public building it passes in delivering service to the County with full cost to be borne by CCC including public and private schools, fire departments, and future governmental office buildings. c. CCC shall carry on one or its channels all programming transmitted by the South Carolina Educational TV Station - WJWJ. d. In the event that the County determines that it. is desirable for CCC to become.interconnected.with other cable systems operating insiae the County area for the purpose of providing coverage of public service, governmental events, or programs, CCC shall take such s~eps as are reasonably necessary in effecting such a result, provided, however, that all costs and overhead for such interconnection be borne by a party other than CCC. e. The provisions of this section are inapplicable unless all future cable TV companies granted a franchise by the County for the same franchise territory are subject to these same 'requirements. SECTION 11.- OPERATION, MAINTENANCE AND COMPLAINT PROCEDURE' OR SYSTEM: -,""" a. CCC shall render efficient service, made ~epairs promptly and interrupt service only for good cause and for the shortest time possible. Such interruptions so fat as possible shall be preceded by a notice and shall occur during periods during minimum system use. b. CCC shall maintain an office in Beaufort County, South Carolina, which shall be open during all usual business hours, have a listed telephone and be so operated that complaints and request for repairs or adjustments may be received at any time., -, Page -6-
l ) c. The County appoints the County Administrator as the official with primary responsibility for this Franchise Aqreement, and CCC shall provide the County Administrator with the name, address, and phone number of the individual who will act as CCC's aqent to receive complaints reqardinq the quality of service, equipment malfunctions and similar matters. The local business office shall be open to receive inquiries or compiaints'~rom subscribers durinq normal business hours, and in no event less than thirty-two (32) hours per week. Complaints shall be acted upon as soon as possible, but at least within three (3) business days of their receipt. CCC shall be responsible for malfunctions or damages to any subscriber's television receiver when said malfunction or damage is a direct result of actions or inactions on the part of CCC. d. With reqard to any subscriber complaints brought to the attention of County Council, should CCC fail to resolve such complaint to the satisfaction of the County Council, the County Council m~st notify CCC by reqistered mail of this specific service complaint. CCC then has fifteen (15) days from the receipt of the said letter to resolve the subscriber complaint and to submit a full report in writing to County Council. In the event County Council remains dissatisfied with the disposition of the above -.' service compla~nt, it shall notify CCC by reqistered ma;l of. (~ such; dissatisfaction. CCC then has an additional ten (10) days. in which to resolved the said complaint and advise County Council of said correction by reqistered mail. Should County Council remain dissatisfied, the specific subscriber complaint in question shall be referred to a professional electronics enqineer who is qenerally recognized as beinq knowledqeable in the cable television filed, when the complaint involves a technical area such as quality of service, equipment malfunction and similar matters, or to such other individual, in the case of a ~non-technical matter, as is mutually acceptable to County. Council. and CCC. The costs of such enqineering, study report shall be borne by CCC and the results of said study shall be binding and conclusive on the parties involved. Additional time shall be granted to CCC should it be necessary to '~urchase equipment, obtain supplies or perform lengthy. c~struction programs if such purchase lead times or construction times are in excess of the time set forth above or should the delays be beyond the control of CCC.. e. CCC shall give each subscriber at the time of initial subscription to the cable system notice of the procedure for reporting and resolvinq complaints. At least once a week CCC shall inform all subscribers by appropriate announceme~t, (e.g., by a slide card), over the system's Page -7- l,
1.. l ) ) origination channel of the name and phone number of CCC's registered agent for the County. f. The above procedures for the investigation and resolution of a11 complaints regarding cab1e television operations are jointly adopted by the County and CCC in compliance with FCC rules. Such procedures may be supplemented or amended as deemed necessary during the term of this Franchise Agreement by regulations adopted'by'the County and CCC. g. The subscriber privacy provisions of the Federal Cable Act, 47 U.S.C. 551, shall be applicable to all cable service provided by CCC hereunder. SECTION 12. LIABILITY AND INDEMNIFICATION: a. CCC shall indemnify and hold the County of Beaufort harmless at all times during the term of this Franchise Agreement from and against all claims for injury or damage to persons or property, both real and personal, caused by the construction, erection, operation and maintenance of any structure, equipment, appliance or product authorized or used pursuant to the authority of this Franchise Agreement, or any liability which might arise out of CCC's operations, including any litigation, or threat thereof, administrative actions or other governmental matt~rs. b. CCC agrees to maintain and keep in full force and effect and at its sole expense at all times during the term of this Franchise Agreement sufficient liability insurance to protect the County of Beaufort and CCC from any and all claims for injury or damage to persons or property, insuring against loss by any claims, suits, judgment, execution or demand in the minimal amount of Three Hundred Thousand and No/100 ($300,000.00) Dollars for bodily injury ~or death from anyone accident and One Hundred Thousand and.. NO/100 ($100,000.00) Dollars for property damage resulting from anyone accident or occurrence. c. Concurrent with the execution of this '~ranchise Agreement and thereafter on a yearly basis with ~ filing of the report set forth in Section 6 above, CCC shall provide to the County, certificates of insurance evidencing the fact that the insurance coverage in an amount not ~ess than that stated in subparagraph (b) above is in full force and effect. SECTION 13. OTHER BUSINESS ACTIVITIES: a. CCC and any hereunder 'shall not engage of in, -, Page -8- its agents or the business employees of selling
f.'..... ) television receivers, radio receivers, or accessories for such receivers, except such parts or accessories required for subscriber connection to the cable system, such as converters or connection plugs, within the County during the term of this Franchise Agreement. b. This Franchise Agreement authorizes only the construction, operation, and maintenance of. th~... ~~p):e television system as provided for herein, and does not take the place of any other franchise, license or permit which might be required by law of the County. SECTION 14. MAPS AND PLATS: CCC shall provide the County Administrator maps and plats showing the location of all cable television system equipment installed or in use within the franchise territory and shall update such maps and plats annually. SECTION 15. ACTION BY PARTIES: Both parties to this Franchise Agreement agree to act promptly to resolve any problem covered by this Franchise Agreement. ('~ SECTION 16. ENTIRE AGREEMENT: This Franchise Agreement constitutes the entire understanding by and between the parties and shall be binding upon the parties hereto, and no modification of the terms herein shall be permitted without the written ccnaene. of both parties. If, any section, subsection, clause or portion of this Franchise Agreement is for.any reason held invalid or unconstitutional by any court or Federal or State agency of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holdings shall not affect the validity of the remaining portions hereof. SECTION 17. CONSISTENCY WITH FUTURE FEDERAL AND STATE RULES, REGULATIONS AND ORDERS: a. CCC shall comply with all Ordinances of the ~ County of Beaufort, the State of South Carolina, and the United States. b. It is understood that should any State or ~ ederal agency or body modify, change or alter any of its rovisions with respect to cable television generally, such m aifications, changes or alterations shall be incorporated intq this Franchise Agreement consistent with the applicable date~ specified in the change. SECTION 18. BENEFIT AND BURDEN: This Franchise Agreement inures to the benefit and burden of the parties hereto, their successors and assigns. However, CCC shall not transfer this Franchise to any other person or corporation without the prior written approval of the County Council, Page -9-
. ~ t --. _. ~; -. : ' I.. ~, eo o which may be withheld for any reason deemed good and sufficient by the County. SECTION 19 NOTICE: All Franchise Agreement shall parties as follows: notices required under this be delivered to the respective county: CCC: County Administrator Beaufort County Post Office Box 1228 Beaufort, South Carolina 29901._...-. SECTION 20. EFFECTIVE DATES: This Franchise Agreement shall become effective upon the execution by both parties. IN WITNESS WHEREOF, the parties hav: executed this Franchise Agreement this ~day of ~.:L:.~.!&:::.t.&~~_, 191L. IN THE PRESENCE,JZ: ~~r2ruy& BEAUFORT COUNTY BY tdr.uut. ~ w~ R. vos HARTEN, Cbcr:t:tman ATTEST t??ao. L 4c.. (l ~ Suzanne M. Rainey Clerk.to Council CHECHESSEE CAB:~ By}-J.~~t"-- ATTEST _ 1" r l... Page -10-