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					                              FRANCHISE AGREEMENT

       This Franchise Agreement is between the Grantor of Dallas, Oregon, hereinafter
referred to as the “Grantor” and Falcon Cable Systems Company II, L.P., d/b/a Charter
Communications and hereinafter referred to as the “Grantee.”

        WHEREAS, the Grantor finds that the Grantee has substantially complied with the
material terms of the current franchise agreement under applicable laws, and that the
financial, legal and technical ability of the Grantee is sufficient to provide services,
facilities and equipment necessary to meet the future cable-related needs of the
community, and

       WHEREAS, having afforded the public adequate notice and opportunity for
comment, the Grantor desires to enter into this Franchise Agreement with the Grantee for
the construction and operation of a cable system on the terms set forth herein; and

     WHEREAS, the Grantor and Grantee have complied with all Federal and State-
mandated procedural and substantive requirements pertinent to this franchise renewal;

      NOW, THEREFORE, the Grantor and Grantee agree as follows:

      Section 1.    This Franchise Agreement shall be known and may be cited as the
Cable Television Franchise Agreement (hereinafter the “Franchise Agreement”).

       Section 2.    This Franchise Agreement is granted after a full, open and public
hearing upon prior notice and opportunity of all interested parties to be heard and upon
careful consideration of Charter Communications' qualifications, including its legal,
financial and technical qualifications.

       Section 3.    Definitions. For the purpose of this Franchise Agreement, the
following terms, phrases and words shall have the meaning given herein. When not
inconsistent with the context, words used in the present tense include the future, words in
plural include the singular, and vice versa. The word “shall” is always mandatory:
              3.1.   Basic Service means the lowest priced service tier, which includes the
       retransmission of local television broadcast signals and PEG Access Channels.

            3.2.   Cable Acts means the Cable Communications Policy Act of 1984 and
      the Cable Television Consumer Protection and Competition Act of 1992 and any
      amendments, including those contained in the Telecommunications Act of 1996.

            3.3.  Cable Service means the one-way transmission to Subscribers of
      video programming or other programming service and Subscriber interaction, if
        any, which is required for the selection or use of such video programming or other
        programming service.

               3.4.  Cable System means a facility, consisting of a set of closed
        transmission paths and associated signal 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:

                       3.4.1. A facility that serves only to retransmit the television signals of
                one or more television broadcast stations;

                       3.4.2. A facility that serves Subscribers without using any public
                right-of-way;

                       3.4.3. A facility of a common carrier which is subject, in whole or in
                part, to the provisions of Title II of the federal Communications Act (47
                U.S.C. 201 et seq.), except that such facility shall be considered a Cable
                System (other than for purposes of Section 621(c)47 U.S.C. 541(c)) to the
                extent such facility is used in the transmission of video programming
                directly to Subscribers, unless the extent of such use is solely to provide
                interactive on-demand service; or

                        3.4.4. An open video system that complies with federal statutes.

              3.5.   Grantor is the City of Dallas, a municipal corporation under the laws
        of the State of Oregon, acting by and through its City Manager or the City
        Manager's designee.

              3.6.   Council is the City Council of the City of Dallas, Oregon, or its
        designated representative.

                3.7.    FCC means the Federal Communications Commission.

             3.8.    Franchise Area means the area within the City limits of Dallas,
        Oregon as they now exist or as they may be amended in the future.

            3.9.   Grantee is Falcon Cable Systems Company II, L.P., d/b/a Charter
        Communications or its designee.

               3.10. Gross Revenues means all revenues of Grantee, as determined in
        accordance with Generally Accepted Accounting Principles (GAAP), which is
        received, directly or indirectly by Grantee from the operation of the Cable System to

Cable TV Franchise Agreement
September 1, 2005
Page 2
        provide Cable Services in the Franchise Area. Gross Revenues include, by way of
        illustration and not limitation, fees charged Subscribers for any Basic, optional,
        premium audio, per-Channel, or per-program service; installation, disconnection,
        reconnection, and change-in-service fees; leased channel fees; late fees and
        administrative fees; fees from rentals or sales of converters or other equipment used
        to provide video services; advertising revenues; revenues from program guides;
        and revenues from Home Shopping Channels. “Gross Revenues” shall not include:
        1. any unrecovered bad debt; 2. any taxes, fee or assessment of general applicability
        collected by the Grantee from Subscribers for pass through to a government agency
        including the FCC User Fee; and 3. any PEG or I-Net amounts recovered from
        Subscribers. Revenues that are not directly attributable to specific customers, such
        as advertising revenue and home shopping commissions, shall be allocated to
        systems and jurisdictions on a per Subscriber basis measured in a consistent
        manner from period to period.

              3.11. Headend means a facility for signal reception and dissemination on a
        Cable System, including cables, antennas, wires, satellite dishes, monitors, switches,
        modulators, processors and all other related equipment and facilities.

              3.12. Leased Access means the use of Channel capacity designated for
        commercial use by persons unaffiliated with Grantee as defined in Section 612 of
        the Cable Act.

                3.13.   PEG Channel means public, educational and government channel.

               3.14. Person      means     any    association,   corporation,     partnership,
        proprietorship, individual, or organization or any lawful successor, transferee or
        assignee of said association, corporation, partnership, proprietorship, individual, or
        organization such as may be authorized to do business in the State of Oregon and
        as approved by City Council if such approval is required pursuant to Section 4.9
        herein.

               3.15. Streets means the surface of and the space above and below any
        public street, sidewalk, alley, or other public way of any type whatsoever dedicated
        to the public, now or hereafter existing within the City of Dallas.

                3.16.   Subdivision is as defined in the Dallas Development Code.

              3.17. Subscriber means any person who is lawfully receiving Cable Service
        provided by Grantee by means of, or in connection with, the Cable System.




Cable TV Franchise Agreement
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Page 3
               3.18. Commercial Subscriber means a subscriber who receives a service in
        a place of business where the service may be utilized in connection with a business,
        trade or profession.

               3.19. Residential Subscriber means any person who contracts individually
        for Cable Service to a residence, whether that residence is a single family unit or
        located in a multiple dwelling unit.

        Section 4.      Grant of Franchise.

       4.1.   Charter Communications, hereinafter called Grantee, is hereby granted,
subject to the terms and conditions of this Franchise Agreement, a non-exclusive and
revocable franchise, authority and right for a ten (10) year period from and after the
Effective Date hereof to construct, operate and maintain a Cable System within the Streets
or public rights-of-way in the Franchise Area, provided, however, that the terms of this
Franchise Agreement must be accepted by Grantee in writing, signed by Grantee's
authorized officer of the corporation within thirty (30) days after the date this Franchise
Agreement is passed by the City Council and approved by the Mayor.

       4.2.   Joint Venture and Partner. Grantee agrees as a condition of this Franchise
Agreement that any joint venture or partner of Grantee who is directly involved in the
provision of Cable Services over the Cable System or the day-to-day management or
operation of the Cable System in the Franchise Area shall comply with the terms and
conditions of this Franchise Agreement.

       4.3.   Effects of Acceptance. By accepting this Franchise Agreement Grantee: (1)
acknowledges and accepts the Grantor's legal right to issue and enforce the Franchise
Agreement; (2) agrees that it will not oppose the Grantor's intervening or other
participation in any proceeding affecting the Cable System in which the Grantor has a
legitimate stake and in which the Grantor will be affected by the outcome of said
proceeding; (3) accepts and agrees to comply with each and every provision of this
Franchise Agreement; and (4) agrees that the Franchise Agreement was granted pursuant
to processes and procedures consistent with applicable law and that it will not raise any
claim to the contrary.

       4.4.   Use of Streets. For the purpose of operating and maintaining a Cable
System, Grantee may erect, install, construct, repair, replace, reconstruct, and maintain in,
on, over, under, upon, across, and along the public Streets, to the extent that sufficient
capacity exists for a Cable System, such wires, cables, appliances, pedestals, attachments,
and other property and equipment as is necessary and appurtenant to the operation and
maintenance of the Cable System, and to place all equipment necessary or convenient for
the transmission of signals by cable upon the poles or in ducts either separately or in
conjunction with any public utility maintaining the same in the Franchise Area. Prior to

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September 1, 2005
Page 4
any new construction in such Streets, Grantee shall, in each case, file plans with the
Grantor, and receive any and all required permits before proceeding.

       4.5.    Duration and Effective Date. The term of the Franchise Agreement and all
rights, privileges, obligations and restrictions pertaining thereto shall be ten (10) years
from the Effective Date of the Franchise Agreement unless terminated sooner as
hereinafter provided. The Effective Date shall be thirty (30) days after approval by the
City Council, as evidenced by signature of the Mayor and City Manager and approval by
the Grantee, as evidenced by signature of the Senior Vice President of Operations for the
Charter Western Division.

        4.6.   Franchise Not Exclusive. The franchise shall not be construed as any
limitation upon the right of the Grantor to grant to other persons, corporations, or entities,
rights, privileges or authority similar to or different from the rights herein set forth, in the
same or other Streets, by franchise, permit or otherwise. No Cable System shall be allowed
to occupy or use the Streets or public right of way of the Grantor or be allowed to operate
without a franchise.

       4.7.   Level Playing Field. In the event the Grantor enters into a franchise, permit,
license, authorization, or other Franchise Agreement of any kind with any other person,
corporation, or entity other than Grantee to enter into the Streets for the purpose of
constructing or operating a Cable System or providing Cable Service to any part of the
Franchise Area or providing substantially equivalent services offered by the Grantee, then
the material provisions thereof when examined in whole shall not be more favorable or
less burdensome than those provisions contained herein, in order that one operator not be
granted an unfair competitive advantage over another. If Grantee finds that the
agreement(s) granting said other franchise(s) contain provisions imposing lesser
obligations on the persons(s), corporation(s) or entity(s) thereof when examined in whole
than are imposed by the provisions of this Franchise Agreement, Grantee may petition the
Grantor for a modification of this Franchise Agreement. The Grantee shall be entitled,
with respect to said lesser obligations to such modification(s) of this Franchise Agreement
as may be determined to be necessary to insure fair and equal treatment by this Franchise
Agreement and said other agreements.

       4.8.    Franchise Not Transferable without Consent. Except as otherwise provided
in Section 4.8.1 herein below, this franchise shall not be sold, leased, assigned, or otherwise
transferred, nor shall any of the rights or privileges herein granted or authorized be leased,
assigned, sold, or transferred, either in whole or part, nor shall title hereto, either legal or
equitable, nor any right, interest, or property herein, pass to or vest in any persons,
corporations, or entities, except Grantee, either by act of Grantee or by operation of law
without the prior consent of the Grantor expressed by resolution, provided that said
consent shall not be unreasonably withheld. The granting of such consent in one instance
shall not render unnecessary any subsequent consent in any other instance. Nothing
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September 1, 2005
Page 5
contained herein shall be deemed to prohibit the mortgage, pledge, or assignment of
system tangible assets for the purpose of financing the acquisition of equipment for the
construction and operation of the Cable System, without the Grantor 's consent, but any
such mortgage, pledge, or assignment shall be subject to the rights of the Grantor
hereunder. Within thirty (30) days of receiving a request for transfer, the Grantor shall
notify the Grantee in writing of any additional information it reasonably requires to
determine the legal, financial and technical qualifications of the transferee. If the Grantor
has not taken action on the Grantee’s request for transfer within one hundred twenty (120)
days after receiving such request, consent by the Grantor shall be deemed given.

               4.8.1 The foregoing requirements shall not apply to any sale, assignment or
        transfer to any Person, which is owned or controlled by the Grantee, or any Person,
        which owns or controls the Grantee. Grantee shall notify the Grantor thirty (30)
        days prior to any sale, assignment or transfer.

       4.9. Charter, Code and Ordinances to Apply. This Franchise Agreement is hereby
made subject to the charter, code, and ordinances of the Grantor now in effect or hereafter
made effective. Nothing in this Franchise Agreement shall be deemed to waive the
requirements of the various codes and ordinances of the Grantor regarding permits, fees to
be paid or manner of construction, provided said requirements are administered and
enforced by the Grantor on an equally applied and non-discriminatory basis. Subject to
the Grantor’s lawful police powers, the Grantor may not, by ordinance or otherwise alter
any of the Grantee’s material rights, benefits, obligations or duties as specified in this
Franchise Agreement and in the event of a direct conflict between any charter, code or
ordinance and this Franchise Agreement, this Franchise Agreement shall control.

        Section 5.      Compensation.

        5.1    Franchise Fees. As compensation for the benefits and privileges granted
under this Franchise Agreement, and in consideration of permission to use Grantor 's
Streets, Grantee shall pay as a franchise fee to Grantor throughout the duration of this
Franchise Agreement, an amount equal to five percent (5%) of Grantee's Gross Revenues
including the franchise fee itself, derived from the operation of the Cable System to
provide Cable Service to the Franchise Area.          The implementation of collection of
franchise fees pursuant to this Franchise Agreement shall commence within sixty (60) days
after the Effective Date of this Franchise Agreement. The franchise fees are in addition to
all other fees, assessments, taxes, or payments of general applicability that Grantee may be
required to pay under any federal, state, or local law to the extent not inconsistent with
applicable law. This Franchise Agreement and the franchise fees are not in lieu of any
other generally applicable required permit, authorization, fee, charge, or tax.

       5.2.   Payment of Maximum Franchise Fee Permissible. In the event that any law
or valid rule or regulation shall limit or prevent the Grantor from imposing a franchise fee

Cable TV Franchise Agreement
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Page 6
in the amount provided for herein, Grantee shall pay to Grantor, at the times provided for
herein the maximum permissible amount. Grantee shall further make a good faith effort
to obtain any possible waiver or permission to pay the full amount provided for herein
and as provided by FCC rules and regulations. In the event the maximum permissible
amount is less than five percent (5%), and the law, rule or regulation establishing the
maximum permissible amount is subsequently repealed or amended to permit a higher
amount, then Grantee shall pay the higher amount, provided that the payment of said
higher amount is permitted by FCC rules and regulations.

       5.3.    Franchise Payments. Grantee shall pay Grantor the franchise fees on a
quarterly basis, with quarters starting on January 1, April 1, July 1 and October 1 each
year. Payments shall be made not later than sixty (60) days after the end of each quarter.
Any payment not made within sixty (60) days of the end of a quarter shall bear interest at
the rate of nine percent (9%) per annum, commencing the sixty-first (61st) day from the end
of the quarter, until paid. Grantee shall make any adjustments to the previous year's
franchise fee in the first quarter of the following fiscal year.

       5.4.   Audit and Recomputation. No acceptance by Grantor of any payment shall
be construed, as an accord that the amount paid is, in fact, the correct amount, nor shall
such acceptance of payment be construed as a release of any claim the Grantor may have
for further or additional sums payable. All amounts paid shall be subject to audit and
recomputation by the Grantor pursuant to the terms and conditions set forth in Section 5.5.

       5.5.    Audits and Reviews. On an annual basis, no more frequently than one (1)
time every 12 months, and upon thirty (30) days prior written notice from the Grantor to
Grantee, Grantor shall have the right to conduct an independent audit or review of
Grantee's records reasonably related to the administration or enforcement of this Franchise
Agreement and in accordance with GAAP. Grantor may hire an independent certified
public accountant to audit or review Grantee's financial records, in which case Grantee
shall provide all necessary and legally permitted records to the certified public accountant.
All such records shall be made available in the local offices of Grantee. If the audit or
review shows that franchise fees have been underpaid by 12% or more, Grantee shall
reimburse to the Grantor the total cost of the audit or review and the underpayment plus
interest of nine percent (9%) per annum within thirty (30) days of the Grantee’s receipt of
Grantor 's written demand for same.

       5.6.   Taxes and Fees. Nothing contained in this Franchise Agreement shall
exempt Grantee from Grantee’s obligation to pay any nondiscriminatory business tax, or
ad valorem property tax, now or hereafter levied against real or personal property within
the Grantor, or against any local improvement assessment imposed on Grantee, or against
any permit fees or inspection fees required by the building codes or other generally
applicable Grantor regulations which are or may hereafter be enacted, provided said taxes,
assessments, permit fees and improvement fees are generally applied.
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September 1, 2005
Page 7
      5.7.   Additional Commitments Not Franchise Fees. No term or condition in this
Franchise Agreement shall in any way modify or affect Grantee's obligation to pay
franchise fees to Grantor. Although the total sum of franchise fee payments and
additional commitments specifically referenced herein in this Franchise Agreement may
total more than five percent (5%) of Grantee's Gross Revenues in any 12-month period,
Grantee agrees that the additional commitments as specifically referred to in this
Franchise Agreement are not franchise fees as defined under any federal law, to the extent
not inconsistent with applicable federal law, nor are they to be offset or credited against
any franchise fee payments due to the Grantor.

      Section 6.    Rates and Charges. All Grantee's rates and charges related to or
regarding Cable Service shall be subject to regulation by Grantor to the full extent
authorized by applicable federal, state and local laws.

       Section 7.   Full Range of      Services.  Subject to Section 28 (i.e., Service
Construction and Availability) herein, Grantee shall offer the full range of residential
Cable Services that are provided to the Grantor pursuant to this Franchise to all residents
of the Franchise Area. The Grantee and Grantor understand and agree that during the
construction phase of the System Upgrade (as described in Section 8 herein), there may be
times during the different phases of construction that some Subscribers may be offered
and may receive more services than other Subscribers.

        Section 8.      Construction Schedule.

        8.1     System Upgrade.

        Grantee, on or before 18 months from the Effective Date of this Franchise
        Agreement, shall present to the Grantor a fully engineered design of an upgraded
        Cable System with the capability to support broadband and two-way services to all
        customers within the Franchise Area. Grantee shall complete said upgrade within
        3 years (36 months) of said Effective Date in a manner consistent with FCC and
        generally applicable local construction standards. The upgraded Cable System
        shall be operated so that it is capable of continuous twenty-four (24) hour daily
        operation, capable of meeting or exceeding all applicable federal technical
        standards, as they may be amended from time to time, and operated in such a
        manner as to comply with all applicable FCC regulations. Grantee shall test and
        maintain the Cable System consistent with FCC regulations and in particular those
        requirements set forth in 47 CFR Part 76 Subpart K (i.e., Technical Standards) and
        47 CFR Section 76.309 (Customer Service Provisions).

        8.2     Construction Bond.



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Page 8
                8.2.1. Thirty (30) days prior to the commencement of construction for
        completion of the System Upgrade described in Section 8.1 hereinabove, Grantee
        shall secure and maintain in full force and effect a construction bond in the amount
        of fifty thousand dollars ($50,000). The construction bond shall be so conditioned
        that in the event Grantee during each phase of the construction process fails to
        materially comply with generally accepted construction standards (i.e., fails to
        repair a street or repair Grantor property which may be disturbed during
        construction) then there shall be recoverable, jointly and severally from the
        principal and surety, any actual damages or loss, or costs suffered or incurred by
        the Grantor as a result thereof, up to the full principal amount of such bond. Such
        condition shall be a continuing obligation during the entire term of construction of
        the System Upgrades described in Section 8.1

               8.2.2. Neither the provisions of this section, nor any bond accepted by the
        Grantor pursuant thereto, nor any damages recovered by the Grantor thereunder
        shall be construed to excuse faithful performance by Grantee or to limit the liability
        of Grantee under this Franchise Agreement for damages, either to the full amount
        of the bond or otherwise. Upon completion of construction, as evidenced by a
        written notice of completion signed by both the Grantor and Grantee, the
        construction bond may be cancelled by Grantee.

              8.2.3 Proof of Construction Bond. At least thirty (30) days prior to the
        commencement of construction Grantee shall furnish to the Grantor proof of a
        construction bond, as required in Subsection 8.2.1.

               8.2.4. No Waiver of Construction Bond. Neither the provisions of this
        Franchise Agreement nor any insurance accepted by the Grantor pursuant hereto,
        nor any damages recovered by the Grantor thereunder, shall be construed to excuse
        faithful performance by Grantee or limit the liability of Grantee under this
        Franchise Agreement for damages, either to the full amount of the bond or
        otherwise.

               8.2.5. Penalties. In the event that Grantee does not complete the System
        Upgrade in accordance with the timeline set forth in Section 8.1 herein, then the
        Grantor shall reserve the right to impose penalties upon Grantee as follows: $250
        for each day that the System Rebuild is not completed by the due date set forth in
        Section 8.1. herein with the total amount of penalties to be imposed pursuant to this
        Section 8.2.5 to not exceed ten thousand dollars ($10,000.00).

        Section 9.      Compliance with Construction and Technical Standards.

        9.1.   Compliance with Codes. All construction practices and installation of
        equipment shall be done in accordance with all applicable Federal, State and

Cable TV Franchise Agreement
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Page 9
        generally applicable local codes and industry standards, including, but not limited
        to, those applicable sections of the Occupational Safety and Health Act of 1970 and
        the National Electric Safety Code.

        9.2.   Construction Standards and Requirements.       All of Grantee’s plant and
        equipment, including, but not limited to the antenna site, head-end and distribution
        system, towers, house connections, structures, wires, cable, fixtures and
        appurtenances shall be installed, located, erected, constructed, reconstructed,
        replaced, removed, repaired, maintained and operated in accordance with good
        engineering practices and performed by experienced maintenance and construction
        personnel.

        9.3.  Safety. The Grantee shall at all times employ ordinary care and shall install
        and maintain in use commonly accepted methods and devices preventing failures
        and accidents which are likely to cause damage.

        9.4.    Network Technical Requirements. The Cable System shall be operated so
        that it is capable of continuous twenty four (24) hour daily operation, capable of
        meeting or exceeding all applicable federal technical standards, as they may be
        amended from time to time, and operated in such a manner as to comply with all
        applicable FCC rules and regulations.

        9.5.   Performance Monitoring. Grantee shall test the Cable System as required in
        paragraph 76.609, Subpart K of the FCC rules and regulations. To the extent that
        the report of measurements as required above may be combined with any reports of
        measurements required by the FCC or other regulatory agencies, the Grantor shall
        accept such combined reports.

        The Grantor may require additional tests, full or partial repeat tests, and/or
        different test procedures when there is evidence which casts doubt upon the
        reliability or technical quality of Cable Service on the basis of complaints received
        or other evidence indicating an unresolved controversy or significant non-
        compliance and such tests will be limited to the particular matter in controversy.
        The Grantor will endeavor to so arrange its requests for such special tests so as to
        minimize hardship or inconvenience to the Grantee and its Subscribers.

        Section 10. Underground Cable. Present and future undergrounding of cables is
strongly encouraged. Cables shall be installed underground where electric power and
telephone cables already are underground or where all other utilities are required to be
placed underground by Federal, State, or generally applicable local rules and/or
regulations. Previously installed aerial cable shall be undergrounded in concert with other
utilities pursuant to Federal, State, or generally applicable Grantor laws, rules, and/or


Cable TV Franchise Agreement
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Page 10
regulations, or in the event that the power companies have decided or do decide to
underground their cables on a voluntary basis, unless the Council grants an exemption.

      Section 11. Emergency Power. Grantee shall provide emergency power sources
or auxiliary power to insure continued operation of the Cable System in the event of a
power failure.

        Section 12. Location and Removal of Lines and Poles. Grantee shall arrange its
lines, cables, poles, and other appurtenances, on both public and private property, in such
a manner as to cause no unreasonable interference (the term “unreasonable interference”
shall mean non-compliance with applicable Federal and/or State rules and regulations
governing line attachments on Oregon Public Utility Commission (PUC) regulated pole
locations and non-compliance with Federal State and/or generally applicable local rules
and regulations governing non-PUC regulated poles and underground lines) with the use
of said public or private property by any person or with the proper use of Grantor Streets.
In the event of such interference, the Grantor can require the removal and/or relocation of
Grantee's lines, cables, and appurtenances from the property in question, which shall be
done at Grantee's sole cost and expense.

        12.1. Use of Poles. Existing poles, posts, and other such structures of the electric
        power system or of any telephone company or other public utility shall be used by
        Grantee to the extent practicable. The Grantor shall use its best efforts to assist
        Grantee in obtaining joint pole use from the owners of the existing poles.

        12.2. Restoration. In case of any disturbance of pavement, sidewalk, driveway,
        lawn, landscaping, or other surfacing by Grantee, Grantee shall, at its own cost and
        expense, and in accordance with all applicable State and generally applicable local
        rules and regulations replace and restore all paving, sidewalk, driveway, lawn,
        landscaping, or other surface so disturbed in as good condition as before said work
        was commenced.

        12.3. Relocation. In the event that at any time Grantor elects to alter or change
        any street which requires the relocation of Grantee's facilities, Grantee shall remove,
        relay and relocate the same at its own expense.

                12.3.1.       If, after Grantee’s receipt of six (6) months prior written notice
                to do so, Grantee fails and/or refuses to remove its facilities, the Grantor
                may remove the facilities, and Grantee shall reimburse Grantor for Grantor's
                actual and reasonable cost of restoring the Streets in accordance with GAAP
                and within thirty (30) days of Grantee’s receipt of the Grantor's billing and
                an itemized list of actual costs.



Cable TV Franchise Agreement
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Page 11
        12.4. Temporary Removal. Grantee shall, on the request of any person holding a
        “building moving” permit issued by the Grantor, temporarily raise or lower its
        lines to permit the moving of such buildings. The expense of such temporary
        removal shall be paid by the person requesting the same, and Grantee shall have
        the authority to require such payment in advance.

       Section 13. Procedure for Curing Real Property Non-Compliance. When Grantee
is required, (by this Franchise Agreement) (under the provisions of Sections 12, 12.1
and/or 37 herein), to perform an act on real property or to correct an act done on real
property, the following provisions shall apply:

        13.1. Grantor shall, except in the case of an emergency, provide Grantee with not
        less than thirty (30) calendar days written notice to cure a real property non-
        compliance. Such notice shall include the following:

                13.1.1.        An address or other means of identifying the real property;

             13.1.2.      A description, with reasonable specificity, of the nature of the
        noncompliance and how compliance can be achieved; and

              13.1.3.        The time allowed for curing the real property noncompliance, if
        more or less than thirty (30) calendar days after receipt of the notice.

    13.2. Grantee shall, except in the case of an emergency have thirty (30) calendar days
       from the date of receipt of such notice to:

                13.2.1.       Submit a written request for a hearing to Grantor which
                describes the contested issue(s) with reasonable specificity; or

                13.2.2.        Cure the real property non-compliance in a manner described
                in the notice; or

                13.2.3.        Propose an alternative method for curing the real property
                non-compliance. Grantor shall respond to such a request within ten (10)
                days of its receipt. Consent by Grantor to an alternative method shall not be
                unreasonably withheld.

                      13.2.3.1       If the Grantor denies the request, or does not respond
                within ten (10) days of its receipt, the matter shall be set for hearing.

                13.2.4       Submit a written request for an extension of the deadline to the
                Grantor, which sets forth, with reasonable specificity, what steps Grantee
                will take to cure the real property non-compliance, including Grantee’s

Cable TV Franchise Agreement
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Page 12
                projected completion date for the cure. Grantor shall respond to such
                request within ten (10) days of its receipt. Consent by the Grantor to a
                request for extension shall not be unreasonably withheld.

                        13.2.4.1       If the Grantor denies the request for extension, or does
                        not respond within ten (10) days of its receipt, the matter shall be set
                        for a hearing.

        13.3. The hearing shall be before the Grantor Council. The Grantor shall provide
        the Grantee at least twenty (20) days prior written notice of such hearing, which
        specifies the time, place and purpose of such hearing. At the hearing, the City
        Council shall give the Grantee an opportunity to state its position on the matter,
        present evidence and question witnesses. Subject to applicable Federal and State
        law, in the event the Grantor, after the hearing determines that the Grantee is in
        noncompliance, the Grantor may order Grantee to correct or remedy the violation
        within thirty (30) days or within a reasonable time frame if the noncompliance
        cannot be cured within thirty (30) days.

        13.4. If Grantee fails and/or refuses to cure the noncompliance within the
        required time, Grantor may cure or cause a cure of the noncompliance, in which
        case Grantee shall be liable to Grantor for reimbursement of Grantor’s actual and
        reasonable cost of curing the noncompliance, as determined under GAAP. Such
        reimbursement shall be due and payable within thirty (30) calendar days of
        Grantee’s receipt of Grantor’s billing and an itemized list of actual costs.

                13.4.1 If the parties are unable to agree upon an Accountant, each party
                shall, within ninety (90) calendar days of Grantee’s receipt of the billing,
                submit to a Polk County Circuit Judge the names of two Accountants or
                Accounting Firms, and their qualifications. The Circuit Judge shall then
                select the Accountant and that selection shall be final.

        13.5. In the case of an emergency consisting of clear and immediate threat to the
        public safety and/or public or private property, as reasonably determined by the
        Grantor using a reasonably prudent person standard, Grantor may provide Grantee
        with less than thirty (30) calendar days written notice, telephone notice, or no notice
        at all, provided that in its reasonable judgment the Grantor considers the nature of
        the emergency, industry standards, the immediacy of the threat, whether interim
        steps can be taken by the Grantor and/or Grantee to temporarily abate the
        immediate threat, and a reasonable estimate of how long it would take for Grantee
        to start and finish abating the immediate threat. If Grantee fails to eliminate said
        immediate threat after receiving reasonable notice and the Grantor, out of necessity
        to eliminate said threat, eliminates the immediate threat, then Grantee shall be
        responsible, under the provisions set forth in 13.4. herein, for reimbursing Grantor
Cable TV Franchise Agreement
September 1, 2005
Page 13
        for its actual and reasonable cost of eliminating the immediate threat and/or curing
        the real property noncompliance.

        13.6. Nothing in this section shall require Grantor to cure any real property
        noncompliance, relieve Grantee from its responsibility for curing a real property
        noncompliance, relieve Grantee’s liability, if any, to Grantor under this Franchise
        Agreement for failure to timely cure a real property noncompliance, nor constitute a
        waiver of any other remedies available to Grantor under this Franchise Agreement

       Section 14. Trimming of Trees.       Subject to any applicable Grantor rules,
regulations, or ordinances, Grantee shall have the authority to trim trees upon and
overhanging all Streets, so as to prevent the branches of such trees from coming into
contact with Grantee's facilities.

       Section 15. Street Vacation. If any Street or portion thereof used by Grantee is to
be vacated by the Grantor during the term of this Franchise Agreement, unless the Grantor
specifically reserves to Grantee the right to continue its installation in the vacated Street,
Grantee shall, without delay or expense to Grantor, remove its facilities from such Street,
and restore, repair or reconstruct the Street where such removal has occurred, and place
the Street in such condition as may be required by the Grantor.

              15.1. In the event Grantee fails and/or refuses to remove its facilities
        and/or restore, repair, or reconstruct such a Street, after Grantee’s receipt of six (6)
        months prior written notice from the Grantor to do so the Grantor may do so, and
        Grantee shall reimburse Grantor for Grantor 's actual and reasonable cost of doing
        so in accordance with GAAP within thirty (30) days of Grantee’s receipt of the
        Grantor 's billing and an itemized list of actual costs.

                 15.2. Nothing in this section shall require the Grantor to remove Grantee’s
        facilities or require Grantor to restore any Streets.

        Section 16.     Performance    Evaluation    Sessions,   Services,    Operation     and
                        Maintenance.

               16.1. Performance Evaluation Sessions. At the Grantor’s request, which
        shall be provided to the Grantee with at least thirty (30) days prior written notice,
        and no more than once annually beginning from the anniversary date of the
        Effective Date of this Franchise, Grantor and Grantee may agree to hold a scheduled
        performance evaluation session.

                       16.1.1. All evaluation sessions shall be open to the public and shall be
        advertised by the Grantor in a newspaper of general circulation within the Grantor
        at least ten (10) days prior to each session.

Cable TV Franchise Agreement
September 1, 2005
Page 14
                     16.1.2. Topics which may be discussed at any evaluation session may
        include, but shall not be limited to, service, rate structures, franchise fees, PEG
        channels, application of new technologies, system performance, services provided,
        programming offered, customer issues, privacy rules, any amendments to this
        Franchise, Federal, State, judicial and FCC rulings, line extension policies and
        Grantor ordinances.

               16.2. Performance Standards. Excepting circumstances beyond Grantee's
        control, including acts of God, acts of terrorism, fire, flood, earthquake and other
        natural disasters, strikes, lockouts, or governmental actions, Grantee shall comply
        with the terms set forth herein in Sections 16.3 and 16.4.

                16.3. Grantee shall use best efforts to conduct planned interruptions for
        routine system repairs and maintenance between the hours of 12am and 6am (the
        “maintenance window”). For planned interruptions conducted during the
        maintenance window, Grantee shall not be obligated to provide Subscribers with
        advance notice. However, if planned interruptions are conducted outside of the
        maintenance window, either due to necessity or due to construction for the System
        Upgrade, then Grantee shall whenever practicable, use one or a combination of one
        of the following methods for providing customers with advance notice of such
        planned interruptions: newspaper notice, door tags, character generated messages
        or bill messages. The parties acknowledge and agree that there may be instances
        when the Grantee may need to interrupt service outside of the maintenance
        window for emergency repair or for demand maintenance and in these instances
        advance notice shall not be required.

               16.4. Grantee shall be responsible, at its expense, for insuring the Cable
        System is designed, installed, maintained, and operated in a manner that fully
        complies with FCC rules in Subpart K of Part 76 of Chapter I of Title 47 of the Code
        of Federal Regulations, as revised or amended from time to time, and with all other
        generally applicable rules, regulations, and statutes. Grantee shall not be required
        to secure a permit in the following situations: (i) for repairing and maintaining
        overhead wires, customer drop lines or wires located on private property and (ii)
        for any emergency situation which requires repair for customer outages. As
        provided in the aforementioned FCC rules, the Grantor shall have, upon written
        request, the right to obtain a copy of FCC Performance Tests and records required
        to be maintained by the Grantee in accordance with said FCC rules.

       Section 17. Test and Compliance Procedures. Upon written request, Grantee
shall advise Grantor of schedules and methods for testing the Cable System on a regular
basis to determine compliance with the provisions of applicable FCC technical standards.
Written test reports may be made available to Grantor upon written request. As required
by FCC Rules, Grantee shall conduct proof of performance tests and cumulative leakage

Cable TV Franchise Agreement
September 1, 2005
Page 15
index tests designed to demonstrate compliance with FCC requirements. Upon Grantor’s
written request, Grantee shall provide Grantor with a copy of Grantee’s semi-annual FCC
Proof of Performance test results.

    Section 18. Minimum Channel Capacity.            Grantee shall provide a cable
communications system with a minimum capacity for fifty-five (55) Channels.

       Section 19. Parental Control Devices. Subscribers to any premium programming
service shall, upon request, be supplied with parental control devices at a reasonable
monthly charge to limit viewing of the premium programming service on individual
television receivers.

        Section 20. Service to Public Buildings. The Grantee shall maintain, without
charge, one connection to those public building locations set forth in EXHIBIT A attached
hereto and hereby made a part of this Franchise Agreement, and will provide free Basic
Cable services, for so long as the Cable System remains in operation in the Franchise Area.
Any public building identified in EXHIBIT A may install, at its expense, additional outlets
as it desires, provided that such installation shall not interfere with the operation of
Grantee’s Cable System, and that the quality and manner of installation of such additional
connections shall have been approved by the Grantee and shall comply with all State and
Federal and generally applicable local laws and regulations. The Grantor may request
additional connections for new public building locations (which the parties mutually agree
to add to a new amended EXHIBIT A) that may arise over the term of this Franchise
Agreement, and Grantee shall comply so long as the public building to be served is within
150 feet of Grantee’s existing cable feeder line (i.e., from the point where the feeder line
connects to the tap) and there are no additional construction charges required. The cable
feeder line is the cable line that extends from the amplifier to the tap (the tap is the device
used to connect the cable distribution system to the Subscriber drop line). The Grantee
shall not be required to provide an outlet to any such public building where a standard
drop of more than 150 feet is required, unless the Grantor or public building owner
and/or occupant agrees to pay the incremental cost of any necessary extension or
installation. The Cable Service provided pursuant to this Section shall not be used for
commercial purposes. The Grantor shall take reasonable precautions to prevent any use of
the Grantee’s Cable System that results in the inappropriate use thereof or any loss or
damage to the Cable System.

       Section 21. Emergency Alert Capability. Grantee shall provide and maintain an
Emergency Alert System (EAS) capable of transmitting emergency alert messages from the
Grantor. The EAS system shall allow audio announcements and video crawls by Grantor
on all subscriber channels, provided technically feasible and in compliance with Federal
law and FCC regulations. The video crawl shall be superimposed on existing
programming. In the event of an emergency the Grantor may use either the audio
announcement and/or the video crawl, at its option subject to the system’s capabilities.
Cable TV Franchise Agreement
September 1, 2005
Page 16
Grantor’s use of such system shall at all times be in compliance with Federal law and FCC
regulations and shall be in accordance with Municipal codes, ordinances and policies for
same, as from time to time in effect. Grantee shall provide the Grantor with twenty-four
(24) hour contact telephone numbers of person(s) authorized and available to direct
Grantee's on-duty employees to employ the EAS.

        Section 22.     Public, Education and Government Access.

               22.1. PEG Channels. Grantee currently provides the Grantor with the use
        of one (1) full-time PEG channel on the Grantee’s Basic tier of service, which shall
        be available to all subscribers at no cost other than the cost of the Basic service.
        Upon completion of the upgrade as described in Section 8.1, the Grantor may
        request from Grantee one (1) additional PEG channel for the Grantor’s use. Grantee
        shall provide said one (1) additional PEG channel within twelve (12) months of the
        Grantor’s request subject to the terms set forth herein. The second PEG Channel
        may be used for original PEG programming or for Grantor character generated
        messages, which shall change on a regular basis (i.e., every seven (7) days). In the
        event the Grantor chooses not to use the channel(s) or violates the above usage
        provisions, the Grantee reserves the right to use the PEG channel(s) during the
        hours that the Grantor or other governmental, public or educational entity is not
        using them. The Grantor shall agree to indemnify, save and hold harmless the
        Grantee from and against any and all liability resulting from the Grantor’s use of
        the aforementioned PEG channel(s) by the Grantor. The Grantee shall dedicate the
        PEG channels to the Grantor for the term of this franchise or for so long as the
        channels are in use by the Grantor, whichever is shorter. Grantor shall be
        responsible for operating the PEG channel and for approving all PEG tape
        submissions from the general public. Unless the PEG channel reverts back to the
        Grantee for the Grantee’s use as indicated hereinabove, Grantee shall not air
        programming on the dedicated PEG channel when the PEG channel is being
        utilized by the Grantor without the prior written approval of the Grantor.

        22.2. Control of PEG Channels. Grantor shall have sole and exclusive control and
        responsibility for operating and managing the PEG channels.

        22.3. PEG Programming. PEG channels will not be used for commercial purposes,
        such as leasing capacity, advertising, or any use whatsoever that may generate
        revenue for the Grantor or compete with current or future services provided by
        Grantee. The Grantor or its designee may determine non-discriminatory rules and
        regulations regarding the production, administration and cablecasting of public
        access programming.

        22.4.   Broadcast Facilities, Equipment and Live Feed.


Cable TV Franchise Agreement
September 1, 2005
Page 17
        Pursuant to FCC Rules and Regulations, the Grantee currently provides the Grantor
        with one (1) PEG channel. Upon completion of the upgrade and within 12 months
        from the Grantor’s written request, Grantee shall provide the Grantor with a second
        PEG channel with the capability to provide a live feed to all Subscribers located
        within the Franchise Area which will provide programming from a Grantor
        managed PEG studio. Said PEG studio shall be equipped, maintained, and
        operated for PEG purposes by the Grantor within Grantee's Franchise Area and
        shall be located (i.e., have an insertion point) located in one of the following
        facilities: the Academy Building, the City of Dallas High School, the City of Dallas
        Library, Dallas City Hall, or some other facility located within the Franchise Area
        provided that said facility is located within one hundred fifty feet (150’) of
        Grantee’s existing cable feeder line. Grantee shall provide at its expense and upon
        reasonable notice, the necessary connection(s) between its Cable System and said
        PEG studio. The Grantor’s operation of the PEG studio shall not damage or
        interfere with Grantee's Cable System. The control and programming of the PEG
        studio shall be vested solely in the Grantor. The Grantor shall hold the Grantee
        harmless from any and all liability or claims arising out of the provision and use of
        the studio and PEG channel(s) described herein. Grantee shall provide all
        equipment necessary to bring the insertion point connection to the designated
        location, and Grantor shall be responsible for all equipment and labor necessary for
        taping and airing all programs to be shown on the access channels.

        22.5. PEG Support Contribution and Fee. At any time during the first five (5)
        years of the Franchise term, the Grantor may request capital support from the
        Grantee for PEG. Upon the Grantor’s determination that such support is reasonable
        to meet the demonstrated cable-related needs of the community, the Grantor shall
        notify the Grantee in writing of these needs, the amount of capital support required
        and a justification demonstrating the need for said capital support related to the
        equipment and/or facilities to be purchased. Upon Grantee’s receipt and approval
        of the written capital support request from the Grantor, Grantee shall provide the
        capital funds requested in a timely manner as set forth herein below after receiving
        the written request from the Grantor. Grantee shall pay to the Grantor up to a
        maximum $50,000 contribution. The aforementioned payment shall be paid to the
        Grantor over the first two (2) years from the time that Grantee receives the
        aforementioned written request and the yearly payment to the Grantor shall be
        determined from the collection of pass-through fees that Grantee shall charge each
        Subscriber in an amount of up to fifteen cents ($.15) per Subscriber per month.
        Grantee shall begin to pass the aforementioned PEG fee onto its Subscribers in the
        Grantor within sixty (60) days after the Grantee receives the aforementioned written
        request from the Grantor and Grantee approves said request, with said approval to
        not be unreasonably withheld. Grantee shall have the right to name and separately
        list the PEG support pass through amount on its monthly subscriber invoices.


Cable TV Franchise Agreement
September 1, 2005
Page 18
       Section 23. Open Books and Records. The Grantor shall have the right to inspect
upon reasonable notice and Grantee shall make available upon Grantor request, at the
nearest local office of Grantee which may be located either within the Grantor or in close
proximity to the Grantor, any and all records, which are legally permitted to be disclosed
and which are reasonably necessary to ensure Grantee’s compliance with this Franchise
Agreement, but the Grantor shall not have the right to inspect customer information
covered by Section 631 of the Cable Act. Notwithstanding anything to the contrary as set
forth herein, Grantee shall not be required to disclose information which it reasonably
deems to be proprietary or confidential in nature (e.g., such as subscriber personally
identifiable information, personal employee files, specific design information related to
Grantee’s plant and any other information not related to the Grantor’s enforcement of this
Franchise Agreement), nor disclose the books and records of any affiliate which is not
providing Cable Service in the Franchise Area. Access to the aforementioned records shall
not be denied by Grantee on the basis that said records contain “proprietary” information.
The Grantor agrees to treat any information disclosed by the Grantee as confidential in
nature and shall not disclose information contained in those records except as necessary to
perform its official acts, or as may be required under Federal Law and Oregon law. If the
Grantor believes that it must release any such confidential information in the course of
enforcing this CTFO, or for any other reason, it shall advise Grantee in advance so that
Grantee may take appropriate steps to protect its interests. Until otherwise ordered by a
court or agency of competent jurisdiction, the Grantor agrees that, to the extent permitted
by State and Federal law, it shall deny access to any of Grantee’s confidential books and
records to any Person. Subject to the provisions of this Franchise Agreement and any legal
and/or statutory requirement to the contrary, if Grantee fails or refuses to furnish the
information when requested to do so, Grantee shall be deemed in non-compliance of this
Franchise Agreement. In the event that the aforementioned records are not located at the
local offices described herein, Grantee shall provide said records to the Grantor within a
reasonable amount of time from receipt of a written request from the Grantor requesting
inspection of said records.

       Section 24. Communications with Regulatory Agencies. Copies of all petitions,
applications, communications, and reports submitted by Grantee to the Federal
Communications Commission, Securities and Exchange Commission, or any other,
Federal or State Regulatory Commission or agency having jurisdiction in respect to any
matters affecting cable communications construction and operations authorized pursuant
to this franchise, as well as copies of responses or any other communications from the
regulatory agencies to Grantee regarding such matters shall also be submitted to the
Grantor upon Grantor’s written request and pursuant to applicable Federal, State and
generally applicable local rules and regulations.

        Section 25.     Reports.



Cable TV Franchise Agreement
September 1, 2005
Page 19
               25.1. Annual Report. No later than May 1 of each year and upon Grantee’s
        receipt of written request by the Grantor, Grantee shall submit a written report to
        the City Manager, which shall include:

                       25.1.1. A summary of the previous year's activities in development of
                the system, including, but not limited to, services begun or dropped;
                subscribers gained or lost; cable miles added; equipment and facilities
                rebuilt, replaced or added; changes in management; and any known plans
                for system development for the following fiscal year; and

                         25.1.2. An audited financial statement including a statement of
                income, a balance sheet, and a statement of sources and applications of funds
                which are pertinent to Grantee’s obligations under this Franchise Agreement
                (i.e., for basis of payment of franchise fees); and

                      25.1.3. A summary of complaints, identifying the number and nature
                of complaints and their disposition; and

                      25.1.4. A copy of Grantee’s annual financial statement, which will
                provide the Grantor with information pertaining to the financial condition of
                Grantee as the Grantor may reasonably require.

        Section 26.     Maintenance, Installation and Complaints.

               26.1. Grantee shall comply with the Customer Service Standards set forth
        on the attached Exhibit B.

                26.2. Grantee shall at a minimum maintain a local payment reception
        facility, which may include a payment center, a drop box or a local office. Grantee
        shall maintain a toll free publicly listed customer telephone number, which shall be
        operated so as to receive Subscriber complaints and requests for repairs or
        adjustments on a twenty-four (24) hour basis. A written log shall be maintained
        listing all complaints and their disposition, and shall be available to the Grantor
        upon written request. Throughout the term of this Franchise Agreement, Grantee
        shall maintain a technical maintenance facility in the Franchise Area that shall be
        used to provide technical service to the Grantor’s Subscribers.

               26.3. Subject to FCC rules and regulations and under normal operating
        conditions, no more than three percent (3%) of all callers will receive a busy signal,
        measured quarterly. No more than five percent (5%) of all calls received will be lost
        or abandoned, measured quarterly.



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Page 20
               26.4. Grantee shall render efficient service, make repairs promptly, and
        interrupt service only for good cause and for the shortest time possible. Such
        interruptions, insofar as possible, shall be preceded by notice and shall occur during
        periods of minimum use of the system.

               26.5. Except during conditions beyond its reasonable control, Grantee must
        begin working on a service interruption no later than 24 hours after being notified
        of the problem. A service interruption means the loss of picture or sound on one or
        more cable channels.

                     26.5.1. A system outage shall be defined as three (3) or more
        Subscribers experiencing a service interruption at the same time in the same general
        proximity of the cable distribution system. Except during conditions beyond its
        reasonable control, Grantee shall use best efforts to respond to system outages
        immediately or as soon as practicable considering the circumstances surrounding
        the cause and/or the location of the cause of the outage.

               26.6. If total service interruptions, outages or poor signal quality on all
        Channels last longer than seventy-two (72) hours after being reported, a credit shall
        be given to a Subscriber upon the Subscriber’s request for the time the service was
        interrupted, which shall be retroactive to the time service was lost.

       Section 27. Equivalent Service. It shall be Grantee's policy that all residential
dwelling units in the Franchise Area have equivalent availability to Cable Service under
nondiscriminatory rates, reasonable terms, and conditions. Grantee shall not arbitrarily
refuse to provide Cable Service to any person within its Franchise Area.

        Section 28.     Service Construction and Availability.

               28.1.1. Grantee shall begin to construct an extension to the Cable System in
        a new subdivision in order to provide Cable Service to the future resident (s) of the
        new subdivisions within thirty (30) days after Grantee receives a written notice
        from either the developer of the new subdivision or from the Grantor informing the
        Grantee that trenches are open at the new subdivision and requesting that Grantee
        begin construction of the new extension to the Cable System.

                28.1.2. Grantee shall provide Cable Service in new subdivisions within
        thirty (30) days following receipt of a request from a resident, provided that Cable
        Service is available to the subdivision. For purposes of this section, a “receipt of a
        request” shall be deemed to be made on receipt of funds by Grantee from a
        Subscriber, receipt of a written request by Grantee from a Subscriber, or receipt by
        Grantee of a verified verbal request from a Subscriber.


Cable TV Franchise Agreement
September 1, 2005
Page 21
                28.2.1. Grantee shall provide such service:

                      28.2.1.1     With no line extension charge except as specifically
                authorized elsewhere in this Franchise Agreement;

                       28.2.1. 2.    At a nondiscriminatory installation charge for a
                standard installation, consisting of a drop no longer than 150 feet, with
                additional charges for non-standard installations computed according to a
                nondiscriminatory methodology for such installations (i.e., for a drop longer
                than 150 feet, the Subscriber shall pay any incremental charges), adopted by
                Grantee and provided in writing to Grantor; and

                      28.2.1.3.     At nondiscriminatory monthly rates for Residential
                Subscribers.

       Section 29. Required Extensions of Service. Franchisee’s distribution system shall
be capable of providing service to all potential subscribers requesting service within the
Grantor limits and shall extend its distribution system to serve additional subscribers in
any unserved areas of the Grantor as of the Effective Date of this Franchise Agreement and
thereafter whenever the number of unserviced homes passed by such extension would
exceed thirty (30) homes per mile; provided that such extensions are technically and
economically feasible to the Grantee. The Grantee shall offer Cable Service to all new
homes or previously unserved single dwellings located within 150 feet of Grantee’s feeder
cable at its published rates for standard installation.

        Section 30.     Safety.

               30.1. Grantee, at all times, shall employ the standard of care attendant to
        the risks involved and shall install and maintain in use commonly accepted
        methods and devices for preventing failures and accidents which are likely to cause
        damage, injury, or nuisance to the public or to Grantee's employees.

              30.2. Grantee shall install and maintain its wires, cables, fixtures, and other
        equipment in accordance with the requirements of the Electrical Code of the State of
        Oregon and the National Electrical Safety Code (NESC).

              30.3. All Grantee's lines, structures and other facilities in the Grantor shall
        be kept by Grantee at all times in a safe and hazard-free condition.

               30.4. Grantee shall provide and put in use such equipment appliances as
        shall control and effectually carry all electric currents and television signal impulses
        in a manner so as to prevent injury to the wires, pipes, structures, and property
        belonging to the Grantor or to any person, firm, or corporation within the Grantor.

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September 1, 2005
Page 22
        Grantee, at its own expense, shall repair, renew, change, and improve its facilities
        and appliances from time to time as may be necessary to accomplish this purpose.

        Section 31.     Indemnification and Insurance Provisions.

                31.1 Indemnification.
                The Grantee shall, by acceptance of the Franchise granted herein, defend the
Grantor, its Officers, Boards, Commissions, Agents, and Employees for all claims for
injury to any person or property caused by the negligence or alleged negligence of Grantee
in the construction or operation of the Cable System and in the event of a determination of
liability shall indemnify and hold the Grantor, its Officers, Boards, Commissions, Agents,
and Employees harmless from any and all liabilities, claims, demands, or judgments
arising out of or related to any injury to any person or property as a result of the violation
or failure of Grantee to observe it's proper duty or because of the negligence of Grantee
arising out of the construction, repair, extension, maintenance, operation or removal of its
wires, poles or other equipment of any kind or character used in connection with the
operation of the cable system.

              31. 2. Insurance.
              The Grantee shall maintain throughout the term of the Franchise insurance
        in amounts at least as follows:

        Workers’ Compensation                      Statutory Limits

        Commercial General Liability               $1,000,000 per occurrence,
                                                   Combined Single Liability
                                                   (C.S.L.)
                                                   $2,000,000 General Aggregate

        Auto Liability including coverage          $1,000,000 per occurrence C.S.L.
        on all owned, non-owned and
        hired autos

        Umbrella Liability                         $1,000,000 per occurrence C.S.L.

            31.3. The Grantor shall be added as an Additional Insured to the above
        Commercial General Liability and Auto Liability Insurance Coverage.

               31.4. Evidence of Insurance Filed With Grantor. All policies of insurance
        shall be filed and maintained with the Grantor during the term of the franchise.

        Section 32.     Rights of Individuals Protected.


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Page 23
               32.1. Discriminatory Practices Prohibited. Grantee shall not deny service,
        deny access, or otherwise discriminate against Subscribers, programmers, or
        general citizens on the basis of race, color, religion, national origin, sex, sexual
        preference, or marital status.

               32.2. Cable Tapping Prohibited. Neither Grantee, nor any other person,
        agency, or entity shall tap, or arrange for the tapping or monitoring of any cable,
        line, signal input device, or Subscriber outlet or receiver for any purpose
        whatsoever, except Grantee may conduct tests of the functioning of the system
        where necessary in order to insure proper maintenance of the system and to collect
        performance data for agencies regulating the quality of signals. The provision of
        two-way communications services shall not be construed to be tapping or
        monitoring under this Section.

                32.3 Permission of Property Owner. No cable, line, wire, amplifier,
        converter, or other piece of equipment owned by Grantee, except a cable providing
        cable services only to the owner of the property to which such cable will be
        attached, shall be attached to any residence or other property by Grantee without
        first securing any legally required permission of the owner, apparent owner or any
        tenant of any property involved. Nothing herein, however, shall excuse Grantee
        from obtaining permission from anyone who has the right to approve or
        disapprove the attachment. If such permission is later revoked, whether by the
        original or a subsequent owner, Grantee shall remove forthwith all of its equipment
        and promptly restore the property to its original condition. Grantee shall perform
        all installations in a workmanlike manner and shall be responsible for any physical
        damage to residences or other property caused by the installation of the Grantee.
        Permission for such attachment shall not be made a condition for a Subscriber to
        receive Cable Service, unless such attachment is necessary for that Subscriber to
        receive Cable Service.

               32.4 Protection of Privacy. Grantee shall comply with applicable Federal,
        State and generally applicable local laws for the protection of privacy of cable
        subscribers.

        Section 33.     Franchise Non-Compliance and Liquidated Damages

                33.1.   Procedure for Remedying Franchise Non-Compliance.

                       33.1.1. If the Grantor believes that Grantee has failed to perform any
                obligation under this Franchise Agreement or has failed to perform in a
                timely manner, Grantor shall first informally discuss the matter with
                Grantee. If these discussions do not lead to resolution of the problem, the


Cable TV Franchise Agreement
September 1, 2005
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                Grantor shall notify Grantee in writing, stating with reasonable specificity
                the nature of the alleged noncompliance.

                      33.1.2. The Grantor must provide written notice of noncompliance to
                the Grantee.

                       3.3.1.3. Grantee shall have thirty (30) calendar days from the date of
                receipt of such notice to:
                        (a)    Respond to Grantor, contesting Grantor's assertion that
                noncompliance has occurred, and requesting a hearing; or
                       (b)     Cure the breach; or
                       (c)     Notify Grantor in writing that Grantee cannot cure the breach
                within the thirty (30) days and what steps Grantee will take to cure the
                alleged noncompliance, including Grantee's projected completion date for
                such cure. In such case, Grantor shall set a hearing date within thirty (30)
                days of receipt of such response.

                       33.1.4. In the event that Grantee notifies the Grantor that it cannot
                cure the breach within the 30-day cure period, Grantor shall, within thirty
                (30) days of Grantor 's receipt of such notice, set a hearing before the Council.
                At the hearing, Grantor shall review and determine whether Grantee has
                taken reasonable steps to cure the breach and whether Grantee's proposed
                plan and completion date for cure are reasonable. In the event such plan and
                completion date are determined by mutual consent to be reasonable, the
                same may be approved by the Grantor, who may extend the cure period
                accordingly. In lieu of a hearing before the Council, the Council may use a
                hearings officer to hear evidence, determine the facts, and make a
                recommendation to the Council who shall then make the final determination.

                       33.1.5. In the event that Grantee fails to cure the breach within the
                thirty (30) day basic cure period, or within an extended cure period
                approved by the Grantor pursuant to Subsection 33.1.4, the Grantor shall set
                a hearing to determine what means of enforcement shall be applied.

                        33.1.6. In the event that Grantee contests the Grantor 's assertion that
                the alleged noncompliance has occurred, and requests a hearing, the Grantor
                shall set a hearing within sixty (60) days of the Grantor's receipt of the
                hearing request to determine whether the alleged noncompliance has
                occurred, and if non compliance is found, what means of enforcement shall
                be applied.

                       33.1.7. In the case of any hearing pursuant to this section, Grantor
                shall notify Grantee of the date and time and place of the hearing in writing

Cable TV Franchise Agreement
September 1, 2005
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                and at the hearing, the Grantor and Grantee shall each be provided an
                opportunity to be heard, examine the other party’s witnesses, and to present
                witnesses and evidence. The Grantor may also hear any other person
                interested in the subject, and may provide additional hearing procedures, as
                Grantor deems appropriate.

                       33.1.8. Subject to applicable Federal and State law, in the event the
                Grantor, after the hearing(s) set forth hereinabove, determines that the
                Grantee is in default of any provision of the Franchise Agreement, the
                Grantor may in its sole discretion:
                        (a)    Seek specific performance of any provision, which reasonably
                lends itself to such remedy, as an alternative to damages; or
                       (b)     Commence an action at law for monetary damages, impose
                liquidated damages as set forth below or seek other equitable relief; or
                       (c)     In the case of a substantial default of a material provision of the
                Franchise Agreement, seek to revoke the Franchise itself in accordance with
                Section 34 below.

                       33.1.9. Liquidated Damages. After completion of the procedures
                described in this Section 33 hereinabove, the Grantor may assess liquidated
                damages in amounts not exceeding those set forth in this subsection 33.1.9.
                Such assessment by the Grantor shall be paid in full by Grantee within sixty
                (60) business days from Grantee’s receipt of a written notice which details
                such assessment by the Grantor.

                       The liquidated damages provisions of this Franchise are intended as a
                reasonable forecast of compensation to the Grantor for the harm caused by
                Grantee’s non-compliance with the terms of this Franchise, including but not
                limited to administrative expense, legal fees, publication of notices and
                holding of a hearing or hearings as provided for in this Franchise. Non-
                compliance arising out of a single event shall constitute a single violation for
                purposes of assessing liquidated damages under this subsection.

                       For non-compliance with aggregate performance customer service
                standards for a quarterly measurement period, the liquidated damages shall
                be one hundred dollars ($100.00) for the first such violation; two hundred
                fifty dollars ($250.00) for the second such violation unless the violation has
                been cured; and five hundred dollars ($500.00) for any and all subsequent
                violations unless the violation has been cured and subject to the liquidated
                damage cap set forth in this subsection herein below. A cure is defined as
                meeting the customer service standard for two (2) consecutive quarterly
                measurement periods.


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                       For violation of applicable subscriber service standards where
                violations are not measured in terms of aggregate performance standards,
                the liquidated damages shall be twenty-five dollars ($25.00) per violation
                multiplied by the number of affected subscribers and subject to the
                liquidated damage cap set forth in this subsection herein below.

                       For all other violations of this Franchise, except as otherwise provided
                for herein, the liquidated damage shall be one hundred dollars ($100.00) per
                day for each violation for each day the violation continues and subject to the
                liquidated damage cap set forth in this subsection herein below.

                       All liquidated damage assessments that may be imposed by the
                Grantor as set forth in this subsection hereinabove shall be subject to a cap of
                five thousand dollars ($5,000.00).

                       Grantee shall not be: (1) obligated to pay these liquidated damages; or
                (2) held to violation if the noncompliance is “beyond the control” of Grantee
                as that term is defined in Section 36.8 herein.

                       The Grantor agrees that it is not the Grantor’s intention to subject the
                Grantee to liquidated or monetary damages, fines, forfeitures or revocation
                of the Franchise for violations of the Franchise where the violation was a
                good faith error that resulted in no or minimal negative impact on the
                Subscribers within the Franchise Area, or where strict performance would
                result in practical difficulties and hardship to the Grantee which outweighs
                the benefit to be derived by the Grantor and/or the Grantee’s Subscribers.
                The Grantor may not collect both liquidated damages and actual damages
                for the same violation.

                Section 34.    Revocation.

        34.1    Prior to revocation or termination of the Franchise, the Grantor shall give
        written notice to the Grantee of its intent to revoke the Franchise on the basis of a
        pattern of noncompliance by the Grantee, including one or more instances of
        substantial noncompliance with a material provision of the Franchise Agreement.
        The notice shall set force the exact nature of the noncompliance. The Grantee shall
        have sixty (60) days from such notice to object in writing and to state its reasons for
        such objection and provide any explanation. If the Grantor has not received a
        satisfactory response from Grantee, it may then seek to revoke the Franchise at a
        public hearing. The Grantee shall be given at least twenty (20) days prior written
        notice of such public hearing, specifying the time and place of such hearing and
        stating its intent to revoke the Franchise.


Cable TV Franchise Agreement
September 1, 2005
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               34.2. At the hearing, the Grantor shall give the Grantee an opportunity to
        state its position on the matter, present evidence and question witnesses, after
        which it shall determine whether or not the Franchise Agreement shall be revoked.
        The public hearing shall be on the record and a written transcript shall be made
        available to the Grantee within ten (10) business days. The decision of the Grantor
        shall be made in writing and shall be delivered to the Grantee. The Grantee may
        appeal such determination to an appropriate court in Polk County or the Federal
        Court of jurisdiction for Polk County, which shall have the power to review the
        decision of the Grantor Council de novo.

        The Grantor shall hear any persons interested therein, and shall reasonably
        determine whether or not any default, failure, refusal or neglect by the Grantee was
        excusable per Section 36.8 herein.

               34.3. Conditions of Sale After Revocation or Termination.
        If Grantee’s Franchise Agreement is lawfully terminated or revoked and the
        Grantor either lawfully acquires ownership of the Cable System or by its actions
        lawfully effects a transfer of ownership of the Cable System to another party, any
        such acquisition or transfer shall be at the price determined pursuant to the
        provisions set forth in Section 627 of the Cable Act.

        The Grantee and the Grantor agree that in the case of a final determination of a
        lawful revocation or termination of the Franchise Agreement, the Grantee shall be
        given at least twelve (12) months to effectuate a transfer of its Cable System to a
        qualified third party. The Grantee shall be authorized to continue to operate
        pursuant to the terms of its prior franchise during this period. If the Grantee is
        unsuccessful in procuring a qualified transferee or assignee of its Cable System
        during such time that is reasonably acceptable to the Grantor, the Grantee and the
        Grantor may avail themselves of any rights they may have pursuant to Federal or
        State law. It is further agreed that the Grantee’s continued operation of the Cable
        System during the twelve (12) month period shall not be deemed to be a waiver,
        nor an extinguishment of, any rights of either the Grantor or the Grantee.

        At the termination or revocation of the Franchise, as provided herein, Grantee shall,
        upon notice by the Grantor, remove at its own expense the Cable System from all
        Streets within the Franchise Area. Notwithstanding the foregoing, the Grantee may
        abandon any property in place in the public rights-of-way or public property upon
        written notice to the Grantor. If, within ninety (90) days of the receipt of such
        notice, the Grantor determines that the safety, appearance, or use of the public
        rights-of-way would be adversely affected, the property must be removed by the
        Grantee by a date reasonably specified by the Grantor in light of the amount of
        work to be performed.


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                34.4.   Relationship of Remedies.

                       34.4.1. Remedies are non-exclusive. Unless otherwise set forth in this
                Franchise Agreement, the remedies provided for in this Franchise
                Agreement are cumulative and not exclusive; the exercise of one remedy
                shall not prevent the exercise of another remedy, or the exercise of any rights
                of either party at law or equity provided that the cumulative remedies may
                not be disproportionate to the magnitude and severity for the breach for
                which they are imposed.

                       34.4.2. No Election of Remedies. Unless otherwise set forth herein,
                the recovery of amounts under Section 33 and Section 34 herein or substitute
                performance of this Franchise Agreement shall not be construed as any of the
                following: (i) an election of remedies; (ii) a limit on the liability of Grantee
                under the Franchise Agreement for fines or otherwise; or (iii) an excuse of
                faithful performance by Grantee.

        Section 35.     Renewal.

               35.1. The Grantor agrees that Section 626 of the Cable Communications
        Policy Act of 1984 provides procedures for renewals of cable franchises, and that
        said Act may preempt the Grantor from establishing or using other procedures.
        Until such time as Congress or the courts either amend or interpret Section 626 so as
        to allow the Grantor to establish other procedures for renewal, the procedures set
        forth in Section 626 of said Act shall apply to renewal proceedings of this franchise.

                35.2.   Nothing in Section 35.1 shall be construed to preclude the Grantor and
                        Grantee from mutually agreeing to use procedures for a renewal of
                        this franchise other than those contained in Section 626 of the Cable
                        Communications Act of 1984.

                35.3.   Franchise Review.

                       This Franchise Agreement and the rights, privileges and authority
        hereby granted shall take effect and be in force from the Effective Date hereof and
        shall continue in force and effect for a term of ten (10) years. During a ninety (90)
        period beginning from five (5) years after the Effective Date of this Franchise
        Agreement, the Grantor may provide notice to the Grantee requesting to hold a
        review session of Grantee’s compliance with the Franchise Agreement terms. If at
        the five (5) year review session of this Franchise Agreement, the Grantor finds that
        the Grantee has substantially complied with the material terms of the Franchise (i.e.,
        with the System Upgrade requirements set forth in Section 8 herein to be
        considered a material term) and with applicable law, then the Franchise shall

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September 1, 2005
Page 29
        continue for an additional five (5) years (i.e., for a total term of ten (10) years). If the
        Grantor finds that the Grantee has not substantially complied with the terms of this
        Franchise, the Grantor may invoke the Procedure for Remedying Franchise Non-
        Compliance as set forth in Section 33 herein and in the case of a substantial default
        of a material provision of the Franchise Agreement, seek to revoke the Franchise
        itself in accordance with Section 34 herein. If the Grantor fails to provide the
        aforementioned review session notice to the Grantee within the time period set
        forth above, then the Franchise shall automatically remain in effect for the
        remaining five (5) years of the ten (10) year franchise term.

        Section 36.     Miscellaneous Provisions.

               36.1. Compliance with Laws. Grantee shall comply with all Federal, State
        of Oregon and County laws, as well as all generally applicable Grantor ordinances,
        resolutions, rules, and regulations heretofore or hereafter adopted or established
        during the entire term of the Franchise Agreement which are the result of the
        Grantor’s lawful police power (i.e., the right for the Grantor to pass laws to protect
        the health, safety and welfare of the general public).

               36.2. Severability. If any section of this Franchise Agreement is held to be
        invalid or preempted by Federal or State regulations or laws, such invalidity or
        preemption shall not affect the remaining sections of the Franchise Agreement.

               36.3. Captions.       The captions to sections throughout this Franchise
        Agreement are intended solely to facilitate reading and reference to the sections and
        provisions of this Franchise Agreement. Such captions shall not affect the meaning
        or interpretation of this Franchise Agreement.

               36.4. Non-enforcement by the Grantor. Grantee shall not be relieved of its
         obligation to comply with any of the provisions of this Franchise Agreement by
         reason of any failure of the Grantor to enforce prompt compliance.

               36.5. Subsequent Action by State or Federal Agencies. Should the State of
        Oregon or any agency thereof or any agency of the Federal government require
        Grantee to act in a manner which is inconsistent with any provisions of this
        Franchise Agreement, Grantee shall so notify the Grantor. Upon receipt of such
        notification, the parties shall determine if a material provision of the Franchise
        Agreement is affected. Upon such determination, the parties shall modify or amend
        any of the sections of the Franchise Agreement to such reasonable extent as may be
        necessary to carry out the full intent and purpose of the Franchise Agreement.

              36.6. Notice. Unless otherwise provided by Federal, State or local law to
        be sent via Certified Mail, all notices pursuant to this Franchise shall be deemed
Cable TV Franchise Agreement
September 1, 2005
Page 30
        sufficient notice if sent in writing and sent via regular United States Mail, Certified
        Mail or Registered Mail to the addresses set forth below:

                               If to the Grantor, addressed to:
                               Attn: City Manager
                               City of Dallas
                               City Hall
                               Dallas, OR 97338

                               If to the Grantee, addressed to:
                               Attn: Operations Manager
                               Charter Communications
                               484 NE Bovard
                               Dallas, Oregon 97338

                               With a copy to:
                               Attn: Director, Government and Regulatory Affairs
                               Charter Communications
                               521 NE 136th Avenue
                               Vancouver, WA 98684

                               And with an additional copy to:
                               Attn: VP, Franchising
                               Charter Communications
                               12405 Powerscourt Drive
                               St. Louis, MO 63131-3674

         Either party may change the address(es) to which notices are sent at any time
         during the term of this Franchise by notifying the other party in writing not less
         than thirty (30) days in advance by certified mail.

               36.7. Entire Franchise Agreement. This Franchise Agreement contains the
        entire Franchise Agreement between the parties, supercedes all prior Franchise
        Agreements or proposals except as specifically set forth herein, and cannot be
        changed orally but only by an instrument in writing executed by the parties.

               36.8. Time Limits Strictly Construed; Force Majeure. Whenever this
        Franchise Agreement sets forth a time for any act to be performed by Grantee, such
        time shall be deemed to be of the essence, and any failure of Grantee to perform
        within the allotted time may be considered non-compliance with this Franchise
        Agreement and sufficient grounds for the Grantor to invoke any relevant provision
        herein. However, in the event Grantee is prevented or delayed in the performance
        of any of its obligations herein due to circumstances beyond its control or by reason

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Page 31
        of a force majeure occurrence, such as, but not limited to, acts of God, acts of
        terrorism, natural disasters, floods, tornadoes, earthquakes, unusually severe
        weather conditions, employee strikes and unforeseen labor conditions, Grantee's
        performance shall be excused during the force majeure occurrence and Grantee
        thereafter shall, under the circumstances, promptly perform the affected obligations
        or procure a substitute for performance which is satisfactory to both parties.

        Section 37.  Expiration and Discontinuing Use of Facilities; Removal of Plant and
                     Equipment.
       In the event that this Franchise Agreement expires and neither party desires to
renew or extend the terms of this Franchise Agreement or in the event that Grantee desires
to discontinue the use of its all of its facilities (i.e., cable plant) within the Franchise Area
then except as provided in this Section, the rights of Grantee immediately shall be divested
without further act by the Grantor. Forthwith thereafter, except as provided in this
Section, or as otherwise provided by ordinance, Grantee shall: (1) remove its structures or
property from the Streets and restore the Streets and public ways to such condition as the
Grantor may require all at Grantee's expense; (2) sell its structure or property to another
entity (which may include the Grantor) upon Grantor approval; or (3) abandon any
property in place in the public rights-of-way or public property upon written notice to the
Grantor. If, within ninety (90) days of the Grantor’s receipt of Grantee’s notice of
abandonment, the Grantor determines that the safety, appearance, or use of the public
rights-of-way would be adversely affected, the property must be removed by the Grantee
by a date reasonably specified by the Grantor in light of the amount of work to be
performed. In the event of failure by Grantee properly to perform such work, then the
Grantor may, after thirty (30) days written notice to Grantee, perform the work and collect
the actual and reasonable costs thereof.

       Section 38. Regulation. It is hereby agreed that at all times the power and right to
regulate in the public interest the exercise of the privileges permitted by this Franchise
Agreement shall remain in and be vested in the Grantor. Grantee hereby agrees that the
Grantor may regulate Grantee within the terms and conditions of this Franchise
Agreement including, but not limited to, rates, if allowed by Federal Law. In addition to
the specific powers referred to elsewhere in this Franchise Agreement, there are reserved
to the Grantor all rights of control, regulation, and investigation provided by the Charter,
Codes and Ordinances of the City of Dallas and Statutes of the State of Oregon. The
Grantor reserves the right to delegate authority for regulatory activity, including control of
community Access to PEG, in whatever manner the Grantor deems appropriate, provided
the Grantor delegates such authority in accordance with Federal, State and generally
applicable local rules and regulations.

      Section 39. Repeal of Ordinance No. 1400. On or before the Effective Date of this
Franchise Agreement, the Grantor shall repeal Ordinance No. 1400.


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       The parties hereto accept the terms and conditions set forth herein by affixing their
signatures below.

City of Dallas, Oregon, by and through

__/s/ Jim Fairchild____________          Date ___July 29, 2005_
Mayor

__/s/ Roger Jordan_____________                 Date ___July 28, 2005_
City Manager

Falcon Cable Systems Company II, L.P.
dba Charter Communications, by and
through

__/s/ (??can't read name)__________             Date __August 15, 2005___
Sr. Vice President,
Western Division Operations




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Page 33
                                      EXHIBIT A

Grantor facilities where Grantee shall provide one (1) free basic service connection
   pursuant to Section 20 herein:

1.      City of Dallas                            10.    City Library
        187 SE Court Street                       950 Main Street
        Dallas, OR 97338                          Dallas, OR 97338

2.      LaCreole Jr. High School            11.   City of Dallas Fire Station
        701 SE Lacreole Drive                     915 SE Shelton
        Dallas, OR 97338                          Dallas, OR 97338

3.      Lyle Elementary School              12.   Polk County Court House
        185 SW Levens Street                             850 Main Street
        Dallas, OR 97338                          Dallas, OR 97338

4.      Polk Adolescent School
        2200 E. Ellendale
        Dallas, OR 97338

5.      Dallas Ambulance Service
        240 SE Washington
        Dallas, OR 97338

6.      Chemeketa Community College
        182 SW Academy
        Dallas, OR 97338

7.      Oakdale Elementary School
        1375 SW Maple
        Dallas, OR 97338

8.      Whitworth Elementary School
        1151 SE Miller
        Dallas, OR 97338

9.      Dallas High School
        1250 SE Holman Ave.
        Dallas, OR 97338




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                                         EXHIBIT B

                               CUSTOMER SERVICE STANDARDS

    Grantee shall adhere to these customer service standards throughout the term of this
    Franchise as follows:

    Office Hours and Telephone Availability

        The Grantee shall make available to Subscribers the Charter toll free customer
        service telephone number which shall have trained Charter customer service
        representatives available twenty-four (24) hours per day, seven (7) days per week
        where customers can request a service call, equipment pick-up, make a payment by
        phone, question their bill or request additional services.

       A call to a cable system must be answered, including wait time, within 30 seconds
        after the connection is made. If the call is transferred, the transfer time may not
        exceed 30 seconds. These standards must be met at least 90 percent of the time,
        measured quarterly, under "normal operating conditions." However, if Grantee
        makes trained company representatives available on a 24 hour basis, these
        standards must be met at least 75% of the time under “normal operating
        conditions.” Also under normal operating conditions, cable system customers may
        receive a busy signal no more than three percent of the time.

       Normal operating conditions are those which are within the control of the cable
        operator. These conditions include special promotions and normal system
        maintenance and upgrades, but do not include natural disasters, civil disturbances,
        power outages, telephone network outages and severe or unusual weather
        conditions.

       Grantee shall not be required to use special equipment to measure telephone
        answering and hold time. However, if complaints indicate that Grantee’s Cable
        System is failing to comply with these standards, the Grantor, after notice and
        providing the Grantee a reasonable opportunity to cure, may require Grantee to
        acquire equipment or to conduct surveys to measure compliance. Otherwise,
        Grantee must use its best efforts to document compliance.

    Installations, Outages and Service Calls

       Standard installations (i.e., installations which are those located up to 150 feet from
        the existing distribution system) must be performed within seven (7) days after an
        order has been placed, except for circumstances beyond Grantee’s reasonable
        control.
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       Except during conditions beyond its reasonable control, Grantee must begin
        working on a service interruption no later than 24 hours after being notified of the
        problem. A service interruption has occurred if picture or sound on one or more
        channels has been lost. Grantee must begin to correct other service problems the
        next business day after learning of them.

       Grantee may schedule appointments for installations and other service calls either
        at a specific time or, at a maximum, during a four-hour time block during normal
        business hours. At its discretion, Grantee may schedule service calls outside of
        normal business hours for the convenience of the customer.

       Grantee may not cancel an appointment with a customer after the close of business
        on the business day prior to the scheduled appointment. If Grantee’s installer or
        technician is running late and will not meet the specified appointment time, he or
        she must contact the customer and reschedule the appointment at the convenience
        of the subscriber. However, this later contact will not excuse the missed
        appointment.

       Grantee shall establish internal programs to work with and promote customer
        satisfaction in the event that Grantee cannot meet these standards in a particular
        circumstance. One example of such a program that Grantee may elect to implement
        is the NCTA’s “On-Time Guarantee.”

       These standards concerning installations, outages and service calls must be met
        under normal operating conditions at least 95 percent of the time, measured
        quarterly.

Billing Practices

       Grantee shall provide at least thirty (30) days advance notice to subscribers of any
        changes in rates, programming services or channel positions, if the change is within
        the control of the cable operator. Notice shall be in writing or by any means
        reasonably available to Grantee.

       Grantee’s bill shall be clear, concise and understandable, with full itemization of
        services and charges. The bill should indicate charges for basic and premium
        service, any equipment charges, and a summary of all activity during the billing
        period, including optional charges, rebates and credits.

       Grantee shall respond to written complaints about billing matters within thirty (30)
        days.


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       Refunds must be issued no later than either the customer's next billing cycle or
        thirty (30) days following resolution of the request, whichever is earlier.
        Uncontested refunds or credits must be issued no later than the billing cycle
        following the determination that a credit is warranted.

       Grantee shall administer late fees in a manner consistent with applicable Federal
        and State laws.

Communications Between Cable Operators and Subscribers

       Grantee shall provide the following information to customers at the time of
        installation, at least annually to all subscribers, and at any time, upon request:

        (1) products and services offered;
        (2)    prices and options of programming services and conditions of subscription
        to programming and other services;
        (3) installation and service maintenance policies;
        (4) instructions on how to use cable service;
        (5) channel positions of programming carried on the system; and
        (6)    billing and complaint procedures, including the address and telephone
        number of the local franchise authority's office.

       The cable operator must give thirty (30) days notice in advance of any significant
        changes in this information.

Lockout Device

     Grantee shall provide all subscribers with the option of obtaining a device by which
      the subscriber can prohibit the viewing of a particular cable service during periods
      selected by the subscriber. Grantee may charge a reasonable fee for materials and
      installation of a lockout device.
Blocking

       Upon request by a subscriber, Grantee shall entirely block such subscriber from
        receiving both the audio and video portion of any channel such as by (a) scrambling
        both the audio and visual portions of the signal, or (b) (if scrambling is insufficient
        to totally prevent reception or as requested by a subscriber) with devices such as a
        notch filter which prevent the frequencies containing a specific channel or channels
        from being transmitted into the subscriber’s premises. Grantee may charge a
        reasonable fee for blocking audio and/or video signals.

Privacy


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       Grantee shall adhere to standards established by Federal law for protecting
        subscriber privacy and the confidentiality of personally identifiable subscriber
        information.

Negative Options

       Grantee shall not engage in the practice of “negative option” marketing, and shall
        not charge a subscriber for any service that the subscriber has not affirmatively
        requested.

Truth In Advertising

       Grantee’s bills, advertising and communications to its current or potential
        subscribers shall be truthful and shall not contain any false or misleading
        statement(s). For the purposes of the preceding, a statement is false or misleading if
        it contains an untrue statement of any material fact or omits to state a material fact
        necessary in order to make the statements made, in the light of the circumstances
        under which they were made, not misleading.

Disconnection

       Grantee shall only disconnect a subscriber for failure to pay if at least forty-five (45)
        days have elapsed after the due date for payment of the subscriber’s bill and
        Grantee has provided at least ten (10) days written notice separate from the
        monthly bill to the subscriber prior to disconnection, specifying the effective date
        after which Cable Services are subject to disconnection, and a follow-up written
        notice or telephone call.

       Grantee shall not disconnect a subscriber for failure to pay amounts that are
        legitimately in dispute during a billing dispute.

       Grantee may disconnect a subscriber at any time if Grantee in good faith believes
        that the subscriber has tampered with or abused Grantee’s equipment, that there is
        a signal leakage problem (or other non-compliance with FCC rules or other
        standards which poses a risk to lives or property) on the subscriber’s premises, or
        that the subscriber is or may be engaged in the theft of Cable Services.

       Grantee shall promptly disconnect any subscriber who so requests disconnection.
        No period of notice prior to requested termination of service shall be required of
        subscribers by Grantee. No charge shall be imposed upon the subscriber for or
        related to disconnection or for any Cable Service delivered after the effective date of
        the disconnect request (unless there is a delay in returning Grantee’s equipment). If
        the subscriber fails to specify an effective date for disconnection, the effective date

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        shall be deemed to be the day following the date the disconnect request is received
        by Grantee.

       Grantee after terminating service shall remove or secure its Drop.

       The term “disconnect” shall include customers who elect to cease receiving Cable
        Service from Grantee and to receive Cable Service or other multi-channel video
        service from another person or entity.

Reports

    Grantee shall have on file reports as follows:
     The reports shall disclose on a consistent basis that is fairly applied to the matters
       set forth below so as to measure Grantee’s compliance with the standards of the
       referenced sections and such other matters as the Grantor shall from time to time
       specify. Such reports shall show Grantee’s performance excluding periods of
       abnormal operating conditions, and if Grantee contends any such conditions
       occurred during the period in question, it shall also describe the nature and extent
       of conditions and show Grantee’s performance both including and excluding the
       time periods Grantee contends such conditions were in effect.

       Grantee’s reports shall be representative of the phone service provided to
        subscribers within all areas served by Grantee, such as where Grantee’s call center
        receives call from numerous municipalities with no ability to distinguish between
        or give preference to calls from one area or Grantor over another.




Cable TV Franchise Agreement
September 1, 2005
Page 39

				
DOCUMENT INFO
Description: Franchise Rules document sample