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1 CABLE TELEVISION SYSTEM FRANCHISE AGREEMENT This Cable

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1 CABLE TELEVISION SYSTEM FRANCHISE AGREEMENT This Cable Powered By Docstoc
					              CABLE TELEVISION SYSTEM FRANCHISE AGREEMENT

      This Cable Television System Franchise Agreement is entered onto this   day of
___________, 2006, by and between the County of Accomack, Virginia (Franchisor), and
Falcon Cable Media, A California Limited Partnership, doing business as Charter
Communications (the "Franchisee").

RECITALS

        WHEREAS, the County is authorized to grant and renew franchises for the
installation, operation and maintenance of cable television systems within the County; and

        WHEREAS, the Franchisee has applied to the County for the renewal of its cable
television franchise to construct, operate and maintain a cable television system within the
County; and

       WHEREAS, the Franchisee is willing to accept this Franchise Agreement subject to
the terms and conditions stated herein, and to abide by these terms and conditions; and

      WHEREAS, the public has had adequate notice and opportunity to comment on the
Franchisee's proposal to provide cable television service within the County; and

       WHEREAS, the County Board of Supervisors hereby finds that it would serve the
public interest of the citizens of the County to grant a new cable television franchise to the
Franchisee subject to the terms and conditions hereinafter set forth.

      NOW, THEREFORE, in consideration of the mutual promises made herein, and
other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the County and Franchisee do hereby agree as follows:

SECTION 1-DEFINITIONS

For purposes of this Franchise Agreement, the following terms, phrases, words and their
derivations shall have meanings given herein, unless the context clearly indicates that
another meaning is intended. When not inconsistent with the context the words used in the
plural shall include the singular and vice versa. The word "shall" is always mandatory,
and not merely directory.

1.1 "Access Channel" shall mean a dedicated Bandwidth giving access to the cable system
by government agencies, or educational institutions as referenced in Section 602(16) of the
Cable Act as it now exists or may be hereafter amended.




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1.2 "Annual Gross Revenues" means all cash, credits, property, or other consideration of
    any kind or nature received directly or indirectly by the Franchisee or its affiliates,
    from any source whatsoever arising from, attributable to, or in any way derived from
    a Grantee's operation of a cable system within the County to provide cable services.
    Gross Revenues include, but are not limited to, fees charged to subscribers for basic
    service; fees charged to subscribers for any optional, premium, per-channel, or per-
    program service; monthly fees charged to subscribers for any tier of service other than
    basic service; installation, disconnection, re-connection, and change-in-service fees;
    leased channel fees; fees, payments, or other payment received as consideration from
    programmers for carriage of programming on the cable system; converter rentals or
    sales; studio rental, production equipment, and personnel fees; advertising revenues,
    including a per capita share of advertising revenues for advertising carried on more
    than one cable system; revenues from home shopping channels; sales of programming
    guides; and such other revenue sources as may now exist or hereafter develop. The
    definition shall be interpreted in a manner which permits the County to collect the
    maximum Franchise fee permitted by law, irrespective of the source of revenue. Gross
    Revenues, however, shall not include any bad debt (defined as unpaid subscriber or
    advertiser accounts), any taxes on services furnished to a Grantee and imposed
    directly upon any subscriber or user by the state, County, or other governmental unit
    and collected by a Grantee on behalf of said governmental unit and Affiliate revenue
    from sales of products where such products are not a cable or communications service
    or are not directly related to the use of a cable or communications service or any
    contributions labeled as “Contra-Revenue as accepted by General Accounted
    Procedures and the Federal Securities and Exchange Commission.

1.3 "Basic Cable Subscriber Services" or "Basic Cable Service" shall mean the lowest
priced tier of service which includes the retransmission of local television broadcast signals
as defined in the Cable Act.

1.4 "Cable Act" shall mean the Cable Communications Policy Act of 1984 as amended by
the Cable Television Consumer Protection and Competition Act of 1992, the
Telecommunications Act of 1996 and applicable FCC Rules and Regulations as they now
exist or may be hereafter amended.

1.5 "Cable Service" shall mean (i) the one-way transmission to Subscribers of video
programming or other programming service and (ii) Subscriber interaction, if any, which
is required for the selection or use of such video programming or other programming
service.

1.6 "Cable System" shall mean any facility located in the Franchise Area (as defined
hereafter) which consists 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: (a) a facility that serves only to retransmit the
television signals of one or more television broadcast stations; (b) a facility that serves

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subscribers without using any public right-of-way; (c) a facility of a common carrier which
is subject, in whole or in part, to the provisions of the Title II of the Communications Act of
1934, except that such a facility shall be considered a cable system (other that for purposes
of Section 621(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 services; (d) an open video system that complies with Section 653 of
the Communications Act of 1934; or (e) any facilities of any electric utility used solely for
operating its electric utility systems.

1.7 "Channel" shall mean Bandwidth within the electromagnetic spectrum which is
capable of carrying either one (1) audio-video television signal and/or a number of video
signals.

1.8 "Chief Administrative Officer" shall mean the existing or succeeding County
Administrator, or such other County official as the County Board of Supervisors may
designate as Chief Administrative Officer.

1.9 "County" shall mean the County of Accomack in its present incorporated form, or in
any form which may subsequently be adopted.

1.10 "County Board of Supervisors" or "Board of Supervisors" shall mean the present
governing body of the County or any successor to the County Board of Supervisors.

1.11 "County Engineer" shall mean the existing or succeeding Director of the Public
Works Department of the County, or his/her designee, or a consultant hired by the County
and designated the "County Engineer" for purposes of this Franchise Agreement.

1.12 "County Contract Administrator" shall mean the existing or succeeding Chief
Administrative Officer of the County.

1.13 "Day" shall mean the calendar day unless otherwise specified otherwise.

1.14 "Federal Communications Commission" or "FCC" shall mean that administrative
agency of the Federal government responsible for cable television regulation on a national
level, or its lawful successor.

1.15 "Franchise" shall mean the initial authorization, or the renewal thereof (including a
renewal of an authorization which has been granted to Section 626 of the Cable Act) issued
by a franchising authority, whether such organization is designated as a franchise, permit,
license, resolution, contract, certificate, agreement, or otherwise, which authorizes the
construction or operation of a Cable System in the County, including this Franchise
Agreement as it now exists or may hereafter be amended.




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Any such authorizations, in whatever form granted, shall not mean and include any license
or permit required for the privilege of transacting and carrying on a business within the
County as required by other ordinances and laws of the County.

1.16 "Franchise Area" shall mean all areas within the boundaries of the County, except
such areas located within the corporate limits of an incorporated town which has adopted a
separate franchise agreement with the Franchisee or another cable TV provider.

1.17 "Franchisee" shall mean Falcon Cable Media, A California Limited Partnership,
doing business as Charter Communications under this Franchise Agreement receiving a
Franchise granted herein; or the successors, transferees or assignees of such Franchisee.

1.18 "Good Cause" shall represent that set of facts and circumstances which, in an
individual case, a reasonable person would adjudge to be beyond Franchisee's reasonable
control and which would, therefore, represent a justifiable excuse of nonperformance.
Depending on the facts and circumstances, good cause may include, but shall not be limited
to, delays or interruptions arising from necessary utility changes, rearrangements, power
outages, damage to the equipment of Franchisee by an agent of the County, the fulfillment
of any Federal, state and/or local governmental or regulatory restrictions or requirements,
national emergency, uncontrollable material shortages, fire, labor disputes, earthquakes or
the elements and acts of God including force majeure.

1.19 "Person" shall mean any person, firm, partnership, association, corporation, company
or organization of any kind.

1.20 "State" shall mean the State of Virginia.

1.21 "Street", "Public Right-of-Way" or "Rights-of-Way" shall mean the surface of and
the space above, below and between any public street, road, highway, freeway, lane, path,
public way or place, alley, court, sidewalk, boulevard, parkway, drive or other easement or
any extension thereof, now or hereafter held by the County for the purpose of public travel
and shall include such other easements or rights-of-way as shall be now held or hereafter
held by the County, which shall, within their proper use and meaning, entitle the
Franchisee to the use thereof for the purpose of installing or transmitting Cable Television
System transmissions over poles, wires, cables, conductors, ducts, conduits, vaults,
manholes, amplifiers, appliances, attachments, and other property as may be ordinarily
necessary and appurtenant to a Cable System.

The County in granting a Franchise to use the public rights-of-way grants only such rights
as it possesses.

1.22 "Subscriber" shall mean any person who pays a fee for Cable Service as defined in the
Franchise Agreement.



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SECTION 2-FRANCHISE AGREEMENT

2.1 Franchise Term - There is hereby granted by the County to Franchisee, its successors
and assigns, the right, privilege and Franchise to construct, operate, maintain and upgrade
a Cable System within the franchise area as herein defined, for a period of (a) four (3)
years commencing on                       (the "Effective Date") or (b) a total of twelve (12)
years from the Effective Date if the Cable System is upgraded or rebuilt in conformance
with the requirements of Section 2.2 of this Agreement within three (3) years from the
Effective Date, unless the Franchise is lawfully terminated in accordance with the terms of
this Agreement or other applicable law, or modified in accordance with Section 32.2 of this
Agreement, and subject to the conditions and restrictions as hereinafter provided.

2.2 Service Upgrade Offering - Franchisee shall have the option to implement additional
capabilities of the Cable System to include the ability to furnish Internet Service as
provided in this Section no later than three (3) years after the Effective Date of this
Franchise Agreement. Upon such service upgrade, Franchisee shall receive an additional
nine (9) year extension on the Franchise Agreement, for a total Franchise Agreement term
of twelve (12) years.

       2.2.1 Service Upgrade–the Franchisee hereby affirms that the Cable System will
       support a minimum of 100 Channels and the provision to Subscribers thereto of
       high speed data and Internet services at a bandwidth speed of at least 100 kilobits
       per second.

2.3 Access Channel - Upon completion of any upgrade or rebuild described in Section 2.2
above, Franchisee shall reserve a total of one (1) video channel for the purposes of
transmission of non-commercial, governmental and educational access video programming
(“the Access Channel”). The Access Channel shall be programmed by the County of
Accomac (the “Programmer”), which shall be solely responsible for the Access Channel
and shall adopt rules for its usage and the sharing of the Access Channel with all of the
incorporated County and public schools within Accomack County. Upon mutual
confirmation that the Access Channel provides seventy five percent (75%) unduplicated
video programming on a monthly basis, the Programmer may request, and receive, one (1)
additional Access Channel. Franchisee will be able to program or otherwise utilize any
unused time or bandwidth on the Access Channel(s) that is not being used for access video
programming. Franchisee shall be given a sixty (60) day written notice from the County
before the County reclaims any unused, dedicated access channel time or a portion thereof.

Upon completion of any upgrade or rebuild of the Cable System as defined in Section 2.2
above, Franchisee shall provide, at its expense, the Programmer with a new character
generator unit with all necessary and related equipment and training as mutually agreed
upon by the parties, so the County and the County may transmit printed and graphic


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information to Subscribers on the Access Channels. Equipment other than a Character
Generator will be charged back to the subscribers within the Franchise Area.

2.4 Promotion of Access Channel(s) - The County shall support to the best of its ability the
efforts of Franchisee to promote and publicize the availability of the Access Channel(s).
Such support may include, but not be limited to, articles in governmental newsletters and
other communication media, and, as permissible, access to governmental mailing lists for
the purposes of distributing information about programming and services of local interest.

2.5 Local Government/Public School Service - Franchisee shall provide and maintain one
free cable drop to each public school , upon request, and to the library and County
buildings located in the area served by the Cable System and will provide free Basic Cable
Service to each of the said locations at no charge to the County. The County will provide a
listing of locations to be served, which is hereby incorporated by reference as Exhibit A, to
the Franchisee showing the location of all County buildings including each police and fire
station and the County hall.

2.6 Cable System Network Capacity -

       2.6.1 The Franchisee, upon completion of its upgrade/rebuild, as described in
       Section 2.2, and subject to the provisions of this Section, shall make available
       capacity, both upstream and downstream on its Cable System, sufficient to provide
       video, voice and data communications services (hereinafter "Network Capacity") to
       institutional and other commercial users. The County shall have access to and use
       of the Network Capacity provided that the Network Capacity shall at all times
       remain the property of Franchisee, its successors and assigns and nothing herein
       nor any use, however, extended, shall be deemed to confer any proprietary right to
       the Network Capacity or any other part of Franchisee's facilities. Additionally, the
       County shall not be entitled to use the Institutional Network for cable television
       purposes or any other service in competition with the Franchisee.

        2.6.2 Network Capacity will, upon request of the County be made available to those
County buildings as set forth in the attached Exhibit A ("Sites"). Connection and access to
the Institutional Network shall be provided to the Sites after completion of the
rebuild/upgrade as defined in Section 2.2 above and within ninety (90) days of the County's
request. One drop per Site shall be made without charge for installation of up to 150 aerial
feet. The County shall be responsible for selecting, purchasing, installing and maintaining
any equipment for any individuals at the Sites to use the Network Capacity.
Notwithstanding the foregoing, at the County's request, the Franchisee will attempt to
assist the County in purchasing on behalf of the County the aforesaid equipment at pricing
discounts. In addition to the County, Franchisee may provide Institutional Services to
other subscribers on such terms at such rates as Franchisee may in its discretion
determine.



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       2.6.3 The County shall pay Franchisee reasonable access and usage fees for the
County's use of the Network Capacity. Franchisee represents and warrants that all such
fees shall be equal to or less than the fees for like service that Franchisee charges other
commercial users in the Franchise area.

        2.6.4 Franchisee's obligation to provide Network Capacity to the Sites hereunder
shall be subject to the following conditions: Receipt of all necessary Federal, State and
local permits, licenses and authorizations to provide Institutional Services in the County
and the ability for Franchisee and County to comply with all applicable federal, State and
local laws, rules and regulations.

2.7 Local Customer and/or Technical Service - Upon completion of the rebuild described in
Section 2.2 above, Franchisee shall provide hours of operation for local customer calls and
technical service to include some evening and/or weekend hours. Emergency technical
services shall be available on a twenty-four hour per day, seven days per week basis (24x7).
Franchisee shall respond to all service and repair calls within 24 hours.

2.8 Emergency Alert System - Franchisee shall provide emergency alert system ("EAS")
capability consistent with the requirements set forth in state and federal laws, rules and
regulations as they now exist or may hereafter be amended.

SECTION 3 - AUTHORITY NOT EXCLUSIVE

3.1 Franchise Nonexclusive - In accordance with Section 621 of the Cable Act, the
franchising authority may not grant an exclusive franchise and may not unreasonably
refuse to award an additional competitive franchise. The County may grant any additional
Franchise at any time during the term of this Franchise Agreement.

Any such additional Franchise, as defined in this Franchise Agreement, granted by the
County, to any Person other than the Franchisee, for the purpose of constructing or
operating a Cable System or providing Cable Service within the County, shall contain
provisions no more favorable or less burdensome than those contained herein.

Should any competing cable franchisees operate within the County, the competing cable
franchisees shall, at their own initiative and cost, resolve any problems or their differences
via appropriate action or in any other manner agreeable to the competing cable
franchisees, relating, but not limited to, the costs and expenses incurred in strengthening
poles, rearranging attachments, placing underground facilities, and all other costs related
to construction of a competing Cable System within the County.

SECTION 4 - FRANCHISE TERRITORY

4.1 Entire County - This Franchise is for the present territorial limits of the County and for
any area henceforth added thereto during the term of this Franchise. The County will
notify Franchisee in writing, within sixty (60) days of any changes in the territorial limits.

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SECTION 5 - OPERATIONAL STANDARDS

5.1 Technical Operations and Line Extensions - The Cable System as contemplated herein
shall be constructed, installed, operated and maintained in accordance with the accepted
industry standards and will meet all applicable technical and operating standards of the
Federal Communications Commission including but not limited to Subpart K (Technical
Standards) and Subpart H (General Operating Requirements) as they now exist or may
hereafter be amended. Franchisee will extend its Cable System, after the initial rebuild, to
any future developments of annexed areas within six (6) months of the date the
development of such areas reaches the density requirement of at least twenty (20) unserved
and occupied dwelling units per cable mile at no cost to the County. The number of miles
will be calculated starting at the closest feeder point of the activated cable system where the
extension must be connected and will continue until reaching one hundred fifty (150) feet of
the subscribing unit.

5.2 Adverse Terrain - Where adverse terrain or other factors (i.e., an area is developed
where the density requirement is met, but the area between the end of the trunk line and
the development does not meet the density requirement) render extension of the Cable
System and the offering of services impractical or not technically feasible, the County may,
upon notice by the Franchisee, either waive the extension of the Cable System into such
areas or permit the extension of the Cable System and offering of services in such special
terms, conditions, and provisions that are reasonable and fair to the County, Franchisee,
and potential Cable System Subscribers.

5.3 Access for Franchised Cable Television System - In case of new construction or
property development where utilities are to be placed underground, the developer or
property owner shall give Franchisee reasonable notice of not less that thirty (30) days
prior to such construction or development, and of the particular date on which open
trenches will be available for Franchisee's installation of cable, conduit, pedestals and
laterals to be provided at Franchisee's expense. Franchisee shall also provide specifications
as needed for trenching. Cost of trenching and easements required to bring service to the
development shall be borne by the developer or the property owner.

5.4 Proof of Performance/Technical Testing - The Franchisee shall undertake such proof of
performance and technical inspections and evaluations of the Cable System during any
construction and ongoing operation as shall be required by Federal law including, but not
limited to, Subpart K (Technical Standards) and Subpart H (General Operating
Requirements) as they now exists or may hereafter be amended. Records of such proof of
performance testing and technical testing shall be maintained in compliance with federal
requirements. Upon written request, the Franchisee shall provide copies of such records to
the County.

       5.4.1 Testing The Franchisee agrees that all such testing shall be performed by its
technical staff. The County may at its option and expense, engage the services of an

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independent consultant chosen by the County to monitor such activities and Franchisee
agrees to cooperate fully with such independent consultant.

5.5 Interconnection - Franchisee will fully cooperate with any regional interconnection
authority or County, County, State or Federal Agency which may be established or which
presently exists for the purpose of providing for the interconnection of Cable Systems
within the County or beyond the boundaries of the County if such system is contiguous to
Franchisee's Cable System.

Upon the request of the County, Franchisee shall negotiate in good faith to interconnect the
Cable System with other systems. Within three (3) months of such request by the County,
Franchisee shall report, in writing, to the County the results of such negotiations.

SECTION 6-CONSTRUCTION STANDARDS

Franchisee shall construct the Cable System in strict compliance with all applicable laws,
ordinance, rules and regulations of the County and any other governmental body having
jurisdiction over the construction, operation and maintenance of the Cable System.

6.1 Reasonable Care - Franchisee shall, at all times, employ reasonable care and shall
install and maintain devices or systems for preventing failures and accidents which are
likely to cause damage, injuries or nuisances to the public.

6.2 Interference - Franchisee shall install and maintain its wires, cables, fixtures and other
equipment so as not to interfere with the equipment of any utility serving the residents of
the County or any other entity lawfully and rightfully using the conduits, poles or other
part of the right-of-way.

6.3 Construction and Maintenance Standards - The construction, installation, operation,
and maintenance of the cable system and all parts thereof shall be performed in an orderly
and workmanlike manner. All such work shall be performed in accordance with the
following safety, construction, and technical specifications, codes and standards, as they
may now exist or be amended or adopted hereafter:

       a.     Occupational Safety and Health Administration (OSHA)
              Safety and Health Standards;

       b.     National Electric Code;

       c.     National Electric Safety Code (NESC);

       d.     Obstruction Marking and Lighting, AC 70/7460 per Federal
              Aviation Administration requirements;



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       e.     Construction, Marking and Lighting of Antenna Structures,
              FCC Rules and Regulation, 47 C.F.R. Part 17;

       f.     All federal, state and municipal construction requirements,
              including FCC Rules and Regulations;

       g.     All building and zoning codes, and all land use restrictions and
              local safety codes in the Commonwealth of Virginia.

In the event of a conflict among codes and standards, the most stringent code or standard
shall apply (except insofar as those standards, if followed, would result in a cable system
which could not meet requirements of federal, state, or local law; and except for such
minor modifications as are typical in the industry). The County may adopt reasonable
additional standards after consultation with the Franchisee as required to ensure that work
continues to be performed in an orderly and workmanlike manner, or to reflect changes in
standards which may occur during the Franchise term.

6.4 Facilities Placement - Franchisee shall use existing poles, conduits and other facilities
whenever possible, and shall not construct or install any new, different, or additional poles,
conduits or other facilities on public property until written approval of the County is
obtained. Such approval shall not be unreasonably withheld or delayed.

All conductors, cables, towers, poles and other components of the system shall be located
and constructed by the Franchisee in back of the street curbs, except insofar as such
components cross streets and public rights-of-way, so as to provide minimum interference
with access by adjoining property owners to the streets and public ways, and no pole or
other fixture of the Franchisee shall be placed in the public way so as to interfere with the
usual travel on such public way.

SECTION 7-CONDITIONS OF STREET OCCUPANCY

7.1 Compliance - All transmission and distribution structures, lines and equipment erected
by the Franchisee within the franchise area shall be located so as to not cause unreasonable
interference with the proper use of streets, alleys and other public ways and places and to
cause minimum interference with the rights and reasonable convenience of property
owners who adjoin any of said streets, alleys or other public ways and places.

7.2 Maps - Prior to commencing any new construction, Franchisee shall make available to
the County, upon written request, detailed maps for review at Franchisee's local office
showing proposed construction locations. These maps shall show the proposed placement
of Franchisee's cables on the County right-of-way, any poles that are to be erected by
Franchisee as required for construction, and locations where Franchisee proposes to attach
to existing utility poles. These maps shall be considered proprietary information.
Franchisee shall cooperate with the County and any of its agents during any new
construction period and throughout the full term of the Franchise in regards to

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construction procedures, practices and locations. All cable construction and installations
located within County property and County rights-of-way shall be installed and
maintained at such locations and depths so as to not interfere with any County road or
right-of-way maintenance or infrastructure.

The parties acknowledge that use of maps in electronic format may be required in the
future. Should such requirements arise, the County and the Franchisee shall work
together in good faith to determine a specific time and proper electronic format to be
utilized for mapping purposes.

7.3 Relocation of Facilities - Whenever either the County, State, or other public utility
which owns the poles or other shared facilities, shall require the relocation or reinstallation
of any property of Franchisee in any of the streets of the franchise area, it shall be the
obligation of the Franchisee, upon notice of such requirements, to cooperate in the timely
removal and relocation or reinstallation of said property so as not to cause unreasonable
delay. Such relocations, removal or reinstallation by Franchisee shall be at the cost of the
Franchisee except when allocated funds are available for the relocation of such utility.

7.4 Facilities Placement - Whenever, in any place within the franchise area, all of the
electric and telephone utilities shall be located underground, it shall be the obligation of the
Franchisee, at its expense, to locate or to cause its property to be located underground
within such places. If the electric and telephone utilities shall be relocated underground in
any place within the franchise area after Franchisee shall have previously installed its
property, Franchisee shall, nevertheless, at its expense, at the same time or in a timely
manner thereafter, remove and relocate its property also underground in such places
except for above-ground appurtenances such as pedestals. Above ground appurtenances
may require proper landscaping or screening as required by local zoning regulations where
such appurtenances are located or as requested by the local governing body. Any facilities
of Franchisee placed underground at the property owner's request, in an area where
electric or telephone facilities are aerial, shall be installed with the additional expense being
paid by the property owner.

7.5 Tree Trimming - Franchisee shall have the authority to trim trees and overhanging
streets of the franchise area so as to prevent the branches of such trees from coming into
contact with Franchisee's wires and cables; provided, however, that trees shall not be
trimmed more than ten (10) feet from Franchisee's wires and cables. The Franchisee shall
give the County reasonable notice of the date and location of such tree trimming and such
trimming shall be conducted in strict observance of all local laws and ordinances and at the
expense of Franchisee. By mutual agreement of the County and the Franchisee, such
trimming may be done by the County or under its supervision and direction at the expense
of the Franchisee.

7.6 Repair of Streets - In the case of any disturbance of any street, sidewalk, alley or other
public way, road, ditch or other public utilities (water, sewer, etc.) or other area within the
County right-of-way caused by Franchisee, Franchisee shall, at its own cost and expense

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and in a manner approved by the County, within 15 days after the disturbance, replace and
restore such street, sidewalk, alley or other public way to as good a condition as before the
work causing such disturbance was done, reasonable wear and tear excepted.

7.7 Repairs - Franchisee shall reimburse the County for all costs required to maintain,
repair and keep in good condition for a period of one (1) year following such disturbance
all portions of a street, sidewalk, alley or other public way disturbed by it or its agents,
provided such maintenance and repair shall be made necessary because of defective
workmanship or materials supplied by Franchisee or its designee. Franchisee shall be given
the opportunity to correct such deficiencies within a reasonable time except in emergency
situations.

7.8 Wire Raising - Franchisee shall, upon the request of any person holding a building
permit issued by the County, temporarily remove, raise or lower its wires to permit the
moving of such building(s). The expense of such temporary removal or raising or lowering
of the wires shall be paid by the person requesting the same, and the Franchisee shall have
the authority to require such payment in advance. Franchisee shall be given not less than
seven (7) working days advance notice to arrange for such temporary wire changes.

7.9 Emergency Procedures - If at any time, in case of fire or disaster in the franchise area,
it shall become necessary in the judgment of the County Manager, or Chief or other officer
or member in charge of the Fire Department or like department serving the County, to cut
or move any of the cables, amplifiers, appliances or other fixtures of Franchisee, the
County will use its best efforts and make every reasonable attempt to contact and so notify
the Franchisee. If, after making all reasonable attempts, the County is unable to contact
the Franchisee, the County shall proceed with such actions and the repairs thereby
rendered necessary shall be made by Franchisee at the Franchisee's expense.

7.10 Warning Devices - Franchisee's work, while in progress, shall be properly performed
at all times with suitable barricades, flags, lights, flares or other devices or flagmen as are
reasonably required to protect all members of the public having occasion to use the portion
of the street involved or the adjacent property.

SECTION 8-FRANCHISE FEES

8.1 Payment to the County - Franchisee shall pay to the County for the use of the rights-of-
way of the County in the operation of the Cable System and for the County supervision
thereof a sum equal to five percent (5%) (or the maximum amount allowed by law, as
amended from time to time) of the Gross Revenues, as defined herein. Said fee shall be
paid on a quarterly basis within forty five (45) days after the end of a calendar quarter.
With such payment the Franchisee shall file with the County a copy of a franchise fee
payment worksheet, signed by an authorized representative of the Franchisee showing the
Gross Revenues received by the Franchisee and how Gross Revenues and the applicable
franchise fee were calculated during the preceding calendar quarter. Within four (4)
months after the end of each fiscal year of the Franchisee, the Franchisee shall submit to

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the County a financial statement prepared by a certified public accountant, which shall
contain, inter alia, a breakdown of Gross Revenues, by jurisdiction and by quarter, in a
format suitable for comparison with all quarterly worksheets previously submitted.
Franchisee shall pay to the County not later than thirty (30) days following the delivery of
the annual financial statement described herein, any additional franchise fees due as a
result of the annual reconciliation of the quarterly worksheets and the annual financial
statements. In the event the Franchisee has paid more than required to the County, as
determined by the annual reconciliation, the Franchisee shall be entitled to deduct the
overpayment from its next quarterly payment to the County.

8.2 Payment upon Termination - In the event this Franchise shall be terminated or
forfeited prior to the end of the Franchise term, as defined herein, Franchisee shall
immediately submit to the County a financial statement prepared by a certified public
accountant showing the Gross Revenues of Franchisee for the time elapsed since the last
fiscal year report. Franchisee shall pay to the County not later than thirty (30) days
following the termination of this Franchise a like percentage of such Gross Revenues and
any other sums legally due and owing the County.

8.3 Charge for Late Payment - In the event that any payment is not made on or before the
applicable dated fixed herein, Franchisee shall pay as additional compensation the
following:

       8.3.1 an interest charge, computed from such date, at the annual rate based on the
       then prevailing prime rate per annum as stated in the Wall Street Journal plus three
       (3) percentage points and;

       8.3.2 a sum of money equal to ten percent (10%) of the amount due in order to
       defray additional expenses and costs incurred by the County by reason of
       delinquent payment. The 10% Penalty will not be assessed until after 60 days of
       nonpayment for the preceding quarter and 30 days after the due date on the
       preceding annual financial statement as described in 8.1.

No acceptance of such payment shall be construed as a release or as an accord and
satisfaction of any claim the County may have for further or additional sums payable
under this Franchise Agreement.

8.4 Right to Inspect Books - The County shall have the right to inspect the Franchisee's
records showing the Gross Revenues from which the franchise payments are computed.
The right of audit and computation of any and all amounts paid under this Franchise shall
always be accorded to the County. Should the County notify Franchisee in writing of its
desire to inspect and/or audit Franchisee's records, Franchisee shall be obligated to
produce such records and make them available to the County within thirty (30) working
days of such notification. Franchisee shall not be required to retain records for a period in
excess of three (3) years. Information or data acquired from Franchisees records will be
treated as Confidential and Proprietary Information.

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8.5 Right to Audit - If the County has reason to believe that the franchise fee or the
calculation thereof is incorrect, the County retains the right to have an independent audit
performed by an independent certified public accountant. Should said audit prove that the
Franchisee was in error in its calculation of Gross Revenues or the franchise fee amount
and that the Franchisee owes the County additional payments, such payments shall be
made to the County immediately along with any interest and penalties due the County and
the cost of the independent audit shall be paid by the Franchisee, provided however, that
should the audit prove that the Franchisee's calculations and payments are substantially
correct, within one and one half percent (1.5%) of the amount owed, the cost of the
independent audit shall be borne by the County.



SECTION 9-SERVICE MAINTENANCE STANDARDS

9.1 Personnel - Franchisee shall maintain sufficient repair and maintenance crews capable
of responding to subscriber complaints, loss of service, or requests for service in
accordance with the terms and conditions of this Franchise within 24 hours. The
Franchisee shall have in place at all times the equipment necessary to locate and correct
cable system malfunctions.

9.2 Service of Subscribers - Franchisee shall render efficient service, make repairs
promptly, and interrupt service only for good cause and for the shortest time possible.
Such interruptions, in so far as possible, shall be preceded by notice, and shall occur during
periods of minimum use of the system. Service to Subscribers shall be in compliance with
the FCC's Customer Service Standards as they now exist or may hereafter be amended

       9.2.1 The provisions contained in this Subsection shall not apply if the
       discontinuation of service is occasioned by force majeure. Similarly, this provision
       shall not apply to service requests or complaints pertaining to television set
       malfunctions or other breakdowns not related to the operation of the Cable System.

       9.2.2 Franchisee shall have the right to prescribe reasonable service rules,
       regulations and rates for the conduct of its business; provided however that such
       service rules and regulations, as well as subsequent amendments or modifications
       thereof, shall be in compliance with FCC Rules and Regulations as they now exist or
       may hereafter be amended and be made available upon request for review by the
       County. Rates shall be in compliance with federal law as it now exists or may
       hereafter be amended.

       9.2.3 Upon verification by the Franchisee that full service to any Subscriber
       is interrupted for a period of twenty four (24) or more consecutive hours, the
       Franchisee shall review the nature and cause of such interruption and shall
       provide a recommended adjustment of subscriber charges for the affected

                                             14
       month upon customer request. Such adjustment shall take into consideration
       the cause of service loss and will be based on a calculation of the number of
       hours lost, as they relate to a pro-rata share of the current monthly rate.

9.3 Closed Captioning - Closed captioning shall be provided in accordance with FCC Rules
and Regulations as they now exist or may hereafter be amended.

SECTION 10-COMPLAINT PROCEDURES

10.1 Procedures and Logs - Franchisee shall establish a process for resolving Subscriber
complaints that is in compliance with all Federal Rules and Regulations as they now exist
or may hereafter be amended, and shall maintain logs related to such complaints for a
period of at least one (1) year. The logs shall list the time and date of the Subscriber's
written complaints, identifying the Subscriber, the nature of the complaints and when and
what action was taken by the Franchisee in response thereto. Subject to state and federal
privacy laws, such logs shall be made available to the franchising authority upon request.

10.2 Subscriber Notification - Franchisee shall notify each Subscriber at the time of initial
installation and all Subscribers at least once a year, by a separate mailing not part of
regular monthly billing, of the name and address of the County's Contract Administrator
and shall furnish to each Subscriber a written statement that clearly sets forth the
following:

       10.2.1 a complete schedule of rates, fees, charges, and terms and conditions of
       service currently applicable to the type of installation and service ordered by the
       Subscriber;

       10.2.2 a complete statement of the Subscriber's right to privacy in conformance with
       Section 631 of the Cable Act;

       10.2.3 information concerning the procedures for making inquiries or complaints;
       and

       10.2.4 the address, phone number and hours of operation of the Franchisee's office
       responsible for handling complaints.

10.3 Complaints Made To County - All Subscribers and members of the general public in
the County may direct complaints and inquires regarding the Franchisee's service or
performance to the County. Upon the written request of a complaining party or the
Grantee, the County may act as an informal mediator of the complaint or dispute, and
recommend action for resolution. The Franchisee's good faith or lack thereof in
attempting to resolve complaints in a fair and equitable manner will be considered in
connection with any renewal application filed by the Franchisee.
      10.3.1 In the event an informal written complaint or dispute directed to it is
      determined by the County to be a potential violation of this Franchise
      Agreement and has not been resolved informally, the County shall provide
      written notification to the Franchisee of that determination. The Franchisee
      shall then have thirty (30) days to cure or deny the alleged violation and
      report its findings by written notification to the County. Upon receipt of the
      written notification by the Franchisee, the County may exercise any of its
      other rights and remedies under the Franchise, subject to judicial review de
      novo.



SECTION 11-LIABILITY INSURANCE

11.1 Maintenance of Insurance - Franchisee shall obtain and maintain, and by its
acceptance of this Franchise specifically agrees that it will maintain in force, throughout
the term of this Franchise, liability insurance, with the County as a named insured and
Worker's Compensation Insurance covering its obligations under the Worker's
Compensation Statute insuring the County and Franchisee with regard to any and all
damages for the following:

      11.1.1 A general comprehensive public liability insurance policy indemnifying,
      defending and saving harmless the County, its officers, boards, commissions, agents
      or employees from any and all claims by any person or entity whatsoever on account
      of injury to or death of a person or persons or derivative from any injury to or
      death of a person or persons (i.e., including but not limited to claims for loss of
      services, medical and other expenses) occasioned by the operations of Franchisee
      under this Franchise or alleged to have been so caused with minimum liability
      coverage of Five Hundred Thousand Dollars ($500,000.00) per personal injury or
      death of any one (1) person and One Million Dollars ($1,000,000.00) per personal
      injury or death of any two (2) or more persons in any one (1) occurrence.

      11.1.2 Property damage insurance indemnifying, defending and saving harmless the
      County, its officers, boards, commissions, agents and employees from and against all
      claims by any person or entity whatsoever for property damage, including loss of
      use, occasioned by the operation of Franchisee under this Franchise or alleged to
      have been so caused with minimum liability coverage of Two Hundred Fifty
      Thousand Dollars ($250,000.00) for property damage to any one (1) person and Five
      Hundred Thousand Dollars ($500,000.00) for property damage to any two (2)
      persons in any one (1) occurrence.

      11.1.3 Business automobile insurance in the amount of One Million Dollars
      ($1,000,000) per occurrence on account of bodily or personal injuries, including
      death, or on account of property damage arising from or caused, directly or
      indirectly, by the performance by Franchisee under this Franchise.

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      11.1.4 One Million Dollars ($1,000,000.00) in coverage for all other types of liability.

      11.1.5 All insurance shall be kept in full force and effect by Franchisee throughout
      the term of this Franchise and until after the removal of all poles, wires, cables,
      underground conduits, manholes and other conductors and fixtures incident to the
      maintenance and operation of the Cable System as defined in this Franchise.

The requirements of this Section 11 shall extend to any and all subcontractors and any
other persons or business entitled, not directly employed by Franchisee, to whom any of the
Franchisee's activities or duties are assigned or delegated.

11.2 Certificate of Insurance - An insurance certificate obtained by Franchisee in
compliance with this Section shall be filed and maintained with the Chief Administrative
Officer during the term of this Franchise.

      11.2.1 Endorsement- Each insurance policy shall contain the following endorsement:

      "It is hereby understood and agreed that this policy may not be canceled nor the
      intention not to renew be stated until thirty (30) days after receipt by all local
      governments which have granted a cable television franchise to the insured, by
      registered mail, of a written notice of such intent to cancel or not renew."

      11.2.2 Replacement - Within thirty (30) days after receipt by the County of said
      notice, and in no event later than five (5) days prior to said cancellation, the
      Franchisee shall obtain and furnish to the County a Certificate of Insurance
      evidencing a replacement insurance policy.

      11.2.3 Failure to Provide Coverage(s) - In the event the Franchisee fails to provide
      such insurance coverage, the County may take steps to obtain the insurance
      coverage(s) required and bill the Franchisee for said insurance coverage(s).

11.3 No Limitation - Neither the provision of this Section nor any damages recovered by
the County hereunder shall be construed as limiting the terms, obligations or liabilities
imposed under any other Section of this Franchise.

11.4 Section 635A - The County and Franchisee acknowledge that certain provisions of
Section 635A of the Cable Act as it now exists limit the liability of the County as stated
therein.

SECTION 12-GENERAL INDEMNIFICATION

12.1 Liability and Indemnification Procedures - The Franchisee shall defend, indemnify
and save harmless the County and all its agents, officers, employees and representatives
thereof from all claims, demands, causes of action, copyright action, liability, judgments,

                                             17
costs and expenses or losses for injuries or death to persons or damage to property owned
by and Workers Compensation claims against any parties indemnified herein, arising out
of, caused by, or as a result of the Franchisee's construction, erection, maintenance, use or
presence of, or removal of any poles, wires, lines, cable, conduit, appurtenances thereto or
equipment related to Franchisee's Cable System or in any way related to Franchisee's
operation of a Cable System within the County, excluding negligence on the part of the
County.

12.2 Notice and Duty to Defend - The County shall give the Franchisee prompt, written
notice of any claim, demand, action or proceeding for which indemnification shall be
sought. Where appropriate, the Franchisee shall have the obligation, at its sole expense, to
assume the defense of any such claim, demand, action, or proceeding, using counsel
reasonably acceptable to the County.


SECTION 14 CONSTRUCTION PERFOMANCE BOND

14.1 Charter shall obtain and maintain during the entire Franchise Agreement term, a
Construction Performance Bond in the amount of One Hundred thousand dollars
($100,000.00) to ensure Franchisee’s faithful performance of its obligations under this
Franchise Agreement. The Construction performance bond shall provide that the County
may recover from the principal and surety any and all liquidated and/or compensatory
damages incurred by the County or the Towns represented by the County, for Franchisee’s
violations of this Franchise, after opportunity to cure and subject to judicial de novo.
Franchisee shall not reduce, cancel or materially change the Construction Performance
Bond without the express prior written permission of the County.

SECTION 15-PROTECTION OF COUNTY AND ENFORCEMENT APPROVAL OF
SURETIES: RELATION TO OTHER REMEDIES

15.1 Any insurance, bonds, security fund and/or letter of credit required by this Franchise
Agreement shall be issued either by an admitted insurer in Virginia, by a corporate surety
authorized to transact a surety business in Virginia or by a Virginia financial institution.

15.2 Recovery by the County of any amounts under this Franchise Agreement shall not in
any respect limit the Franchisee's duty to indemnify the County for any unrecoverable
amounts due the County; nor shall recovery of any amounts in any respect prevent the
County from imposing penalties under Virginia Law or from exercising any other right or
remedy it may have under the Franchise or at law or equity.

SECTION 16-SALE, TRANSFER OR ASSIGNMENT OF FRANCHISE

16 .1 Consent - No sale, transfer or assignment of this Franchise shall take place, whether
by forced or voluntary sale, lease, or assignment, without prior written notice to and
approval by the County, which approval will not be unreasonably withheld. The notice of

                                             18
such sale, transfer or assignment shall include full identifying particulars of the proposed
transaction and must include the transferee or assignee assuming, in writing, the
obligations of the Franchisee under this Franchise Agreement. The consent of the County
to any such sale, transfer or assignment shall not constitute a waiver or release of any of the
rights of the County under this Franchise. This subsection does not apply to a transfer or
assignment of this Franchise to an affiliate of the Franchisee; or to any pledge, mortgage,
hypothecation, or financing of the assets of the Franchisee's Cable System, restructure,
recapitalization or refinancing which does not change the effective control of the
Franchisee.

16.2 Change of Control - In the event of a change of control of Franchisee ("change of
control" shall mean a change in the ownership of a majority interest in voting stock of the
publicly traded parent), the parties to the sale or transfer shall make a written request to
the County for the County's approval of sale or transfer (a "Transfer Requiring
Approval"). The written request shall be accompanied by information required by FCC
rules and shall be presented on a form as prescribed by FCC rules.

16.3 Approval - In accordance with Federal Law (Section 617 of the Cable Act), the County
shall have one hundred twenty (120) days to act upon any request for approval of such sale
or transfer that contains or is accompanied by such information as is required in
accordance with FCC regulations and the franchising authority. If the County fails to act
within the one hundred twenty (120) days, the request shall be deemed granted unless
Franchisee and the County agree to an extension of time.

16.3.1 The County and Franchisee agree that should the County pursue the acquisition of
the Cable System, the County and Franchisee may negotiate such reasonable extension of
time as may be required for the County to lawfully proceed with such acquisition or
transfer.

16.4 Public Hearing - During the review time described above, the County may advise
Franchisee that a public hearing is deemed necessary to evaluate a potential adverse effect
of the sale or transfer upon the Franchisee's Subscribers. In that event the Franchisee shall
receive written notice of the public hearing, and shall be notified of the opportunity to
participate fully in the public hearing. Such notice to the Franchisee shall be sent to
Franchisee as far in advance as possible, and in no event less that fourteen (14) days before
the start of the hearing.

16.5 Inquiries - The County may inquire into the technical, legal and financial
qualifications of the prospective controlling party and the Franchisee shall assist the
County in so inquiring.

SECTION 17-REVIEW AND RENEWAL

17.1 Renewal procedures will be conducted pursuant to Section 626 of the Cable Act.


                                              19
17.2 New Laws/Possible Amendment of the Franchise - It shall be the policy of the County
and the Franchisee to consider amending this Franchise from time to time as may be
required by revisions or creation of new laws and regulations and changes in technology.
Such consideration of Franchise amendments shall be undertaken, upon application of the
County or the Franchisee, when necessary to enable the County or the Franchisee to take
advantage of changes in the law or technology which will afford them an opportunity to
more effectively, efficiently or economically serve Subscribers. No such amendment shall
create any new rights for any parties to the Franchise other than those specifically set out
in such amendments.

       17.2.1 Each party agrees to consider in good faith with the other party upon the
       initiation of any such proposed amendments.

       17.2.2 The County shall not be required to amend the Franchise Agreement on the
       Franchisee's request nor will the Franchisee be required to amend the Franchise
       Agreement at the County's request.

       17.2.3 The County shall have, in the exercise of its reasonable discretion, the right
       and authority to determine whether a requested amendment is in the best interest of
       the public health, safety and welfare of the County and its citizens, in accordance
       with its lawful police powers under applicable state and federal laws.

17.3 Performance Evaluation Sessions/Future Needs Assessment and Renegotiations – In
order to evaluate technological, economical, and regulatory changes in the field of cable
communications, to facilitate renewal procedures, and to promote the maximum degree of
flexibility in the cable system, the County and the Franchisee shall comply with the
following review procedures:

       17.3.1 If Franchisee upgrades or rebuilds the Cable System pursuant to Section 2.2
       herein, the County may require upon the, seventh, ninth and eleventh anniversary
       of the Franchise Agreement a review (the “Review Periods”) of the following
       characteristics of the Franchisee's Cable System:

             a. The Cable System's quality of service as set forth in the Cable Act as it now
             exists or may hereafter be amended;

             b. Franchisee's compliance with the construction standards, technical and
             customer service standards as set forth in any applicable Federal, State and
             local regulations or applicable FCC regulations;

             c. Franchisee's compliance with each and every provision of this Franchise
              Agreement.

The County and Franchisee may meet at other times to discuss any amendments to the
Franchise pursuant to an agenda agreed upon in advance by the parties.

                                            20
      17.3.2 Cooperation - Franchisee agrees to cooperate with the County in conducting
      said reviews. The County reserves the right to retain an independent, certified
      engineer, acceptable to both parties, to conduct such evaluations or reviews at the
      County's expense. Should the Franchisee's Cable System be shown to be in material
      noncompliance with the terms of this Franchise, the Franchise shall reimburse the
      County for the cost of said independent engineer.

      17.3.3 Each session shall be open to the public with notice of the date, time and
      location of all hearings given by the County at least thirty (30) days prior to the
      session. Members of the public shall be afforded an opportunity to comment at the
      sessions.

      17.3.4 Topics which may be discussed at any scheduled or special evaluation session
      may include, but shall not be limited to: future needs assessment, application of new
      technologies taking into account current technological status in the industry and
      services being offered in comparably sized franchise areas, system performance,
      services provided, customer complaints, amendments to the Franchise, judicial and
      FCC rulings, the County's assessment of community needs, and insurance
      requirements. Either party may select additional topics for review.

In addition, any Subscriber may submit complaints during the review meetings, either
orally or in writing, and these shall be considered.

      17.3.5 Within thirty (30) days after conclusion of the review meetings, the County
      shall issue a written report of its findings. If inadequacies are found, the County
      and the Franchisee shall review the report and determine the appropriate course of
      action. Should the County and Franchisee mutually agree that the needs of the
      County require an upgrade or adjustment of the Franchisee's Cable System within
      the County, the parties agree to negotiate an amendment to this Franchise providing
      for a mutually acceptable upgrade or other adjustment to the Cable System as may
      be required to meet the needs of the County. If the Franchisee completes the
      aforementioned upgrade or other adjustment, it shall automatically receive a
      Franchise extension of a minimum of three (3) years.

      17.3.6 Should the Franchisee refuse to cooperate with the County in conducting
      such reviews, the County reserves the right to commence revocation of this
      Franchise in accordance with the terms of this Franchise Agreement.

17.4 Considerations - In making determinations under this Section, the County shall
     excuse circumstances beyond the control of the Franchisee or circumstances not
     foreseeable by the Franchisee and shall provide the Franchisee with a reasonable time
     to come into compliance with the provisions of this Franchise Agreement.



                                           21
SECTION 18-REVOCATION OF FRANCHISE

18.1 Revocation - In addition to all other rights and powers reserved or pertaining to the
County, the County reserves, as an additional and as a separate and distinct remedy, the
right to revoke this Franchise and all rights and privileges of Franchisee hereunder in any
of the following enumerated events or for any of the following reasons:

       18.1.1 Franchisee willfully fails, refuses or neglects to construct, operate or maintain
       its Cable System in accordance with the material terms and conditions of this
       Franchise or violates a material or substantial term or condition of this Franchise
       and fails within sixty (60) days following written notice by the County to effect
       compliance; unless effecting compliance within the sixty (60) days is not reasonably
       practicable, in which case Franchisee fails to make a good faith effort to effect
       compliance within that sixty (60) day period;

       18.1.2 Franchisee attempts to or does practice any fraud or deceit or pattern of
       material misrepresentation in its conduct or relations with the County or Cable
       Subscribers under this Franchise; or

       18.1.3 Franchisee becomes insolvent or unable or unwilling to pay its debts or is
       subject to foreclosure or receivership as stated in this Franchise Agreement unless
       operating under protection of Bankruptcy Law and the direction of the Bankruptcy
       court; or

       18.1.4 Franchisee attempts to evade any material provision of this Franchise
       Agreement or applicable law relating to the construction, operation, or repair of its
       Cable System and refuses to cure it; or

       18.1.5 Franchisee substantially violates any material provision of the Franchise
       Agreement or any material rule, order, or regulation enacted by the County Board
       of Supervisors in accordance with this Franchise Agreement and refuses to cure it in
       a manner agreed to by the County; or

       18.1.6 The Franchisee abandons its Franchise. For purposes of this Section, the
       Franchisee shall be deemed to have abandoned its Franchises if it willfully refuses to
       operate the cable system as required by this Franchise Agreement, when there is no
       event beyond the Franchisee's control that prevents the operation of the Cable
       System. and where operation would not endanger the health or safety of the public
       or property.

18.2 Board of Supervisors Action - No such revocation shall be effective unless or until the
Board of Supervisors shall have adopted an Ordinance setting forth the cause and reason
for the revocation and the effective date thereof to Franchisee and an opportunity for the
Franchisee to be heard upon the proposed adoption of said Ordinance. Franchisee shall be

                                              22
given at least, a forty-five (45) day written notice of any scheduled or unscheduled public
meeting or action pursuant to the Revocation Proceeding. Franchisee shall furnish to the
County a written statement at least ten (10) days prior to the date on which Board of
Supervisors convenes to consider such proposed Ordinance setting out its position relative
to the cause(s) of such revocation. In the event the revocation as proposed in said
Ordinance depends upon findings of fact, such findings of fact as made by the Board of
Supervisors shall be in writing and be made available to the Franchisee upon request.

       18.2.1 If the County determines, after an appropriate hearing, that Franchisee's
       noncompliance was without just cause, then the County may adopt an ordinance
       after the above stated hearing that forthwith terminates the Franchise and
       instructs the Franchisee to remove, at Franchisee's expense, its equipment and
       facilities from the Franchise Area unless the County and Franchisee agree to leave
       the Franchisee's equipment and facilities in place.

               18.2.2 Failure to Remove Facilities When Requested - In the event the
       Franchisee fails to remove said facilities as requested by the County within one
       hundred eighty (180) days of termination of the Franchise, the County may
       undertake such removal       and will require the Franchisee to reimburse the
       County for said expenses within sixty (60) days of receipt from the County of copies
       of all invoices for such removal. In the alternative, if Franchisee fails to remove its
       equipment and facilities from the Franchise Area within one hundred eighty (180)
       days after termination of the Franchise, and after being so notified by the County in
       writing, such equipment and facilities shall be considered as abandoned and shall
       become the property of the County.

18.3 Compliance with Cable Act - Notwithstanding the grounds of termination herein, no
termination procedure shall be held except in compliance with applicable laws and
regulations (including the Cable Act) as they now exist or may hereafter be amended.

18.4 Judicial Review - Franchisee shall not be declared in default nor be subject to any
sanction under any provision of this Section in any case in which the performance of such
provision is prevented for reasons of Good Cause. Any final determination on revocation
shall be subject to judicial review de novo upon request of the Franchisee and written
notice from the Franchisee to the County of its intent to seek such review. The Grantee
may continue to operate the Cable System until all legal appeals procedures have been
exhausted. Notwithstanding the provisions within this agreement, the Grantee does not
waive any of its rights under federal law or regulation.

18.5 Acquisition or Transfer of the Cable System to Another Person - any such acquisition
or transfer shall be in accordance with Section 627 of the Cable Act as it now exists or may
hereafter be amended.




                                             23
SECTION 19-REMOVAL OF FACILITIES

19.1 Enforcement - The Chief Administrative Officer is hereby authorized to enforce the
provisions of this Section as hereinafter provided.

19.2 Notification - The Chief Administrative Officer shall immediately notify Franchisee in
writing of such revocation or non-renewal. Within one hundred eighty (180) days
following termination of the Franchise and receipt of such notice, Franchisee shall, if
required, remove from the streets of the County upon, over and under which its properties
are located all of said properties, at Franchisee's expense.

19.3 Manner of Removal - Such removal, if required, shall be performed by Franchisee in
such a manner so as to not permanently destroy, mar or damage the Franchise areas in
which such removal is being conducted. The Chief Administrative Officer or other
qualified person acting on behalf of the County shall make an inspection of the areas in
which the removal is being or has been conducted, and should it be found that Franchisee
has unreasonably destroyed, marred or damaged such areas, Franchisee shall be held
financially responsible for the expenses of repairing such areas to the reasonable
satisfaction of the County, reasonable wear and tear excepted.

SECTION 20-FORECLOSURE AND RECEIVERSHIP

20.1 Foreclosure - Upon foreclosure or other judicial sale of all or a substantial part of the
Franchisee's Cable System facilities, Franchisee shall notify the County of such fact. Such
notification or the occurrence of such terminating event shall be treated as a notification
that a change in control of the Franchise has taken place and such change in control shall
be subject to consent of the County and the provisions for same as contained in this
Franchise Agreement.

20.2 Receivership - The County shall have the right to cancel this Franchise Agreement
one hundred and twenty (120) days after the appointment of a receiver or trustee, to take
over and conduct the business of the Franchisee, whether in receivership, reorganization,
bankruptcy or other action or proceeding, unless such receivership or trusteeship shall
have been vacated prior to the expiration of said one hundred twenty (120) days, or unless:

       20.2.1 Within one hundred and twenty (120) days after the election or appointment,
       such receiver or trustee shall have fully complied with all the provisions of this
       Franchise Agreement and remedied the defaults thereunder; and

       20.2.2 Within one hundred and twenty (120) days, such receiver or trustee shall
       have executed an agreement duly approved by the court having jurisdiction,
       whereby such receiver or trustee assumes and agrees to be bound by each and every
       provision of this Franchise Agreement; and



                                             24
       20.2.3 The County is promptly notified, in writing, with written evidence of such
       appointment and an agreement of compliance is furnished to the County.

Failure to so notify the County as required shall be considered as a material breach of the
provisions of this Franchise Agreement, subject to termination or revocation of this
Franchise as provided for in this Franchise Agreement.

SECTION 21-LIQUIDATED DAMAGES

21.1 Liquidated Damages - The parties agree that in certain instances the Franchisee's
failure to comply with provisions of this Franchise will result in injury to the County or to
Subscribers. The parties agree that it will be difficult to determine the extent of such
injury and hereby agree that the following liquidated damages represent the parties' best
estimate of the damages resulting from the specified injury. Any decision contained herein
shall be subject to judicial review de novo.

The County shall notify the Franchisee in writing of the violation and the Franchisee shall
be allowed thirty (30) days, or such greater amount of time as the County may specify, to
correct such violation. After the thirty (30) day period, should it be found, after conducting
a hearing and appeal procedure provided for in this Franchise, that the Franchisee is in
violation of the terms of this Franchise Agreement, the liquidated damages chargeable
provided for under this Section shall be as follows:

       21.1.1 for failure to provide any document, data, reports and information, upon
       written request from the County, as required by this Franchise, unless for Good
       Cause shown by the Franchisee, Franchisee shall pay fifty dollars ($50.00) per Day
       that the violation continues;

       21.1.2 for failure to test, analyze, and report on the performance of the system as
       required by Federal law or regulations, following written request by the County,
       Franchisee shall pay fifty dollars ($50.00) per Day that the violation continues;

       21.1.3 for failure to provide a certificate of insurance as required in this Franchise,
       the Franchisee shall pay fifty dollars ($50.00) per Day that the violation continues;
       and

       21.1.4 for all other material violations, the Franchisee shall pay fifty dollars ($50.00)
       per Day that the violation continues.

In addition to the above listed liquidated damages the County shall have available to it all
remedies set forth in this Franchise and as otherwise permitted by State and Federal law.

SECTION 22-RIGHTS RESERVED TO THE COUNTY



                                              25
22.1 County Police Powers and Regulations - The Franchisee shall, at all times during the
life of this Franchise, be subject to all lawful exercise of the police power by the County and
to such regulation as the County shall hereafter provide, provided that such police power
and regulation shall be reasonable and not in conflict with the rights granted herein. In the
event there is a conflict, the terms of this Franchise shall prevail.

SECTION 23-COMPLIANCE WITH FEDERAL LAWS, RULES AND REGULATIONS

23.1 Cable Act and FCC Rules - Franchisee and County agree that each shall be subject to
the Cable Act, as amended from time to time, and to all applicable rules and regulations
which, from time to time, may be promulgated by the Federal Communications
Commission as they now exist or may hereafter be amended.

                                  SECTION 24-WAIVER

24.1 Waiver - The failure of the County, at any time, to require performance by
Franchisee of any terms or conditions hereunder shall in no way affect the right of the
County to hereafter enforce the same. Nor shall the waiver by the County of any breach of
any terms or conditions hereof be taken as or held to be a waiver of any succeeding breach
of such terms and conditions, or as a waiver of any of the terms and conditions themselves.

SECTION 25-INTERPRETATION/ATTORNEYS' FEES

25.1 Interpretation - The County and Franchisee agree that in the event of any ambiguity
with respect to the terms and conditions of this Franchise, or dispute as to their meaning,
the County and Franchisee shall make a good faith effort to establish the meaning of such
terms and conditions in a manner consistent with the parties' original intent of the
language.

25.2 Attorneys' Fees – If the Franchisee is found to be in default, negligent or
noncompliant in any action brought in a court of law by the County concerning the
enforcement, interpretation or construction of this Franchise Agreement, the County shall
be entitled to reasonable attorneys' fees as well as costs, including expert witness fees,
incurred in the prosecution or defense of such action.

SECTION 26-FORCE MAJEURE

26.1 If by reason of force majeure either party is unable in whole or in part to carry out its
obligations hereunder, said party shall not be deemed in violation or default during the
continuance of such inability. The term "force majeure" as used herein shall mean the
following: Acts of God; acts of public enemies; orders of any kind of the government of the
United States of America or of the State or any of their departments, agencies, political
subdivision, or officials, or any civil or military authority, whether legal or illegal;
insurrections; riots; epidemics; landslides; lightening; earthquakes; fires; hurricanes;
volcanic activity; storms; floods; washouts; droughts; civil disturbances; explosions;

                                              26
strikes; labor work actions and unavailability of essential equipment, personnel, services
and/or materials beyond the reasonable control of the Licensee; and the inability of
Licensee to obtain, on customary and reasonable terms, easements, permits or licenses for
the attachment or placement of the System, or parts thereof, to any pole or underground
conduit not owned by Licensee, or any other cause or event not reasonably within the
control of the disabled party.
.

SECTION 27-CONTINUITY OF SERVICE

27.1 Continuous Service - It shall be the right of all Subscribers to receive all available
services in so far as their financial and other obligations to the Franchisee are honored. In
the event that the Franchisee elects to sell or transfer the system, or the County Board of
Supervisors terminates or fails to renew this Franchise Agreement, the Franchisee shall do
everything in its power to ensure that all Subscribers receive continuous, uninterrupted
service for a reasonable period of time following such actions regardless of the
circumstances. In the event of a change of franchisee, the current Franchisee shall
cooperate with the County to operate the Cable System for a temporary period in
maintaining continuity of service to all Subscribers.

SECTION 28-SEVERABILITY

28.1 Validity - If any section, subsection, sentence, clause, phrase or a portion of the
Franchise Agreement is for any reason held invalid or unconstitutional by any court of
competent jurisdiction, such section, subsection, sentence, clause, phrase or portion shall be
deemed a separate, distinct and independent provision, and such holding shall not affect
the validity of the remaining parts hereof.

SECTION 29-TIME IS OF THE ESSENCE

29.1 Time and Performance - Whenever this Franchise Agreement sets forth any time for
any act to be performed by either of the parties to this Franchise Agreement, such time
shall be deemed to be of the essence.




                                             27
SECTION 30-SERVICE OF NOTICES

30.1 Requirements - All notices which are required or permitted to be given to either party
by the other party under any provisions of this Franchise Agreement, shall be in writing,
and shall be deemed served:

      30.1.1 when delivered by hand or by Federal Express or similar service to that
      party's address set forth below during normal business hours; or

      30.1.2 when mailed to any person designated by that party in writing, herein to
      receive such notice, via certified mail, return receipt requested; and

      30.1.3 notice shall be given to the following:

             If to County:

             County Administrator
             County of Accomack
             23296 Courthouse Avenue
             Accomac, VA 23301



             With a copy to:

                    Gordon S. Vincent, Esquire
                    VINCENT, NORTHAM & LEWIS
                    23391 Front Street
                    Post Office Box 90
                    Accomac, Virginia 23301


             If to Franchisee:

                     Charter Communications
                     Attn: Government Relations
                     216 Moore Avenue
                     Suffolk, VA 23434




                                             28
             With a copy to:

                      Charter Communications
                      Attn: Government Relations
                      12405 Powerscourt Drive
                      St. Louis, MO 63131

                       Charter Communications
                       Attn: VP, Government Affairs/Franchise Relations
                       11 Commerce Road
                       Newtown, CT 06470




SECTION 31-GOVERNING LAW

31.1 This Franchise shall be governed in all respects by the laws of the State and
applicable federal law.

                               SECTION 32-ACCEPTANCE

32.1 Entire Agreement - This Franchise Agreement embodies the entire understanding
and agreement of the County and the Franchisee with respect to the subject matter hereof
and merges and supersedes all prior representations, agreements and understandings,
whether oral or written, between the County and the Franchisee with respect to the subject
matter hereof.

 32.2   Modification - This Franchise Agreement may only be modified by a written
instrument adopted by the County in the same manner as this Agreement was adopted, and
signed by the proper municipal officials of the County and corporate officers of the
Franchise.

32.3 Execution - This Franchise Agreement shall, upon adoption of the County and its
execution by the proper municipal officials and further acceptance by the Franchisee, be
and become a valid and binding contract between the County and Franchisee, its
successors and assigns.

32.4 Repeal of Prior Ordinances - Any prior cable television ordinance or franchises, and
all ordinances or parts of ordinances in conflict herewith are hereby repealed.

IN WITNESS WHEREOF, the parties hereto have caused this Franchise Agreement to be
executed as of the day and year first above written.


                                           29
Attest                                              County of Accomack


         County Clerk                        Chairman, Board of Supervisors



ACCEPTED:

Falcon Cable Media, A California Limited Partnership, doing business as Charter
Communications

By:_____________________________
             Josh Jamison
Title: Northeast Division Senior VP__

Date:____________________________

Attest:___________________________




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         E:\BOARD OF SUPERVISORS\ORDINANCES\ACCOMAC COUNTY FRANCHISE AGREEMENT 10_.DOC
             CABLE TELEVISION SYSTEM FRANCHISE AGREEMENT


Recitals
1
Section 1-Definitions
1
Section 2-Franchise Agreement
4
Section 3-Authority Not Exclusive
7
Section 4-Franchise Territory
8
Section 5-Operational Standards
8
Section 6-Construction Standards
9
Section 7-Conditions of Street Occupancy
11
Section 8-Franchise Fees                                           3
Section 9-Service Maintenance Standards
14
Section 10-Complaint Procedures
       15
Section 11-Liability Insurance
       16
Section 12-General Indemnification
       18
Section 13-Protection of County and Enforcement-Performance Bond
       18
Section 14-Protection of County and Enforcement-Security Fund
19
Section 15-Protection of County and Enforcement-Approval of Sureties
20
Section 16-Sale, Transfer or Assignment of Franchise
       20
Section 17-Review and Renewal
       21
Section 18-Revocation of Franchise
       24




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      E:\BOARD OF SUPERVISORS\ORDINANCES\ACCOMAC COUNTY FRANCHISE AGREEMENT 10_.DOC
Section 19-Removal Of Facilities
       25
Section 20-Foreclosure and Receivership
26
Section 21-Liquidated Damages
       27
Section 22-Rights Reserved To The County
28
Section 23-Compliance With Federal Laws, Rules and Regulations
       28
Section 24-Waiver
       28
Section 25-Interpretation/Attorney's Fees
28
Section 26-Force Majeure
       28
Section 27-Continuity Of Service
       29
Section 28-Severability
       29
Section 29-Time Is Of The Essence
29
Section 30-Service Of Notices
       30
Section 31-Governing Laws
31




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      E:\BOARD OF SUPERVISORS\ORDINANCES\ACCOMAC COUNTY FRANCHISE AGREEMENT 10_.DOC

				
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