Appendix E. FRANCHISES

[I]

A RESOLUTION: CONSTRUCTION AND MAINTENANCE OF GAS LINE, DALLAS GA. AND PAULDING COUNTY

STATE OF GEORGIA

COUNTY OF PAULDING

Be it resolved by the Board of Commissioners of Roads and Revenues of Paulding County, Georgia as follows:

Section 1. That, whenever the word "Grantee" appears in this franchise it is intended to designate and shall be held to mean the City of Dallas, Georgia, its successors and assigns.

Section 2. The right is hereby granted to the grantee to lay, construct, extend, maintain, renew, replace and/or repair natural gas pipes and natural gas mains under, along and/or across the streets, avenues, roads, public highways, alleys, lanes, parks and other public places and/or ways of Militia District No. 951 (Caines), No. 1218 (Humphries), and No. 1080 (Dallas), and to use and occupy the said streets, avenues, roads, public highways, alleys, lanes, and/or ways and other public places for the purposes of therein laying, constructing, expanding, maintaining, renewing, replacing, and/or repairing mains and pipes and all appurtenances and appendages used and/or useful for the manufacturing, transmission, distribution and/or sale of natural gas to continue for ninety-nine (99) years after the effective date of this resolution.

Section 3. The City of Dallas, Georgia, in constructing its works on any streets, alleys, or public grounds, shall first submit to the county engineer, a diagram showing the street, alleys and ground upon which and in, or through which said pipes, mains or other appliances are to be laid, with the size and location of same; and the same shall be laid under the supervision of the county engineer and in accordance with such reasonable rules and regulations as may be prescribed by said county.

Section 4. The exercise of the right, privileges and power set forth and granted by this franchise shall be subject to all lawful ordinances now in force or which may hereafter be adopted regulating and controlling the use of said streets, avenues, lanes, sidewalks, highways, alleys and other public grounds and places of said county.

Section 5. The said City of Dallas, Georgia, shall not at any time, by placing material, or making excavations, obstruct any more of the streets, alleys or grounds of said county than shall be reasonably necessary for the proper carrying on of its work, and shall always and as soon as is practicable, remove any and all obstructions from the streets, alleys and grounds of said county and place same in as good condition as they were prior to such work, and in construction or extension of its work, said city shall follow the established grades of the streets, alleys and grounds.

Section 6. Said grantee shall save and keep harmless the said county from any and all liability by reason of damage or injury to any person or persons whatsoever, on account of the grantee's negligence in the installation and maintenance of its mains and pipes along said streets, roads, public highways and other public ways.

Section 7. The aforesaid franchise shall be in force and effect upon its acceptance by the grantee. Such acceptance to be in writing filed with the clerk of the Board of Commissioners of Roads and Revenues of Paulding County, Georgia, and in substantially the following form: The City of Dallas hereby accepts the franchise granted to it by the Commissioners of Roads and Revenues of Paulding County, Georgia, for constructing, maintaining and removing and/or transmitting, manufacturing, distributing and/or selling natural gas within and/or through the aforesaid militia districts of Paulding County, Georgia, subject to all of the terms of the said franchise. Subject to reasonable regulations such as from time to time may be set up by the said Commissioners of Roads and Revenues, and it being understood that the said commissioners do not undertake to grant such franchise over or upon the roads of the state highway system of Paulding County, Georgia, over which they have no jurisdiction.

(Res. of 3-26-54, §§ 1—7)

[II]

CATV

1.

(a)

Subject to the terms and conditions hereinafter set forth, the county hereby grants to W. A. Foster, Jr., W. A. Foster, III, John E. Foster, H. D. Watts, their successors and assigns, hereinafter called Licensee, a private franchise with the right and privilege to construct, erect, use, operate, and maintain, in, upon, along, across, over or under the roads, highways, easements, county owned poles, public ways and public places now laid out or dedicated and all extensions thereof and additions thereto, in the county poles, wires, cables, underground conduits, manholes and other conductors and fixtures necessary for the installation, maintenance, and operation in the county of a community television system for the purpose of transmission and distribution by coaxial cable, and associated appurtenances, television impulses and television energy and background music system in accordance with the laws and regulations of the United States of America of television and other signals either separately or upon or in conjunction with any public utility maintaining the same in the county and with all of the necessary and desirable appliances and appurtenances pertaining thereto.

(b)

Without limiting the generality of the foregoing, this franchise and grant shall and does hereby include the right in, over, under, and upon the streets, sidewalks, alleys, easements and public grounds and places in the county to install, erect, operate, use or in any way acquire the use of, as by leasing or licensing, poles, all lines, and equipment necessary to a community television system and the right to make connections to subscribers and the right to repair, replace, enlarge and extend said lines, equipment, and connections. Nothing herein shall be construed as in any way limiting or confining the operation of the community television system contemplated hereby from being expanded by the licensee as to provide community television service to adjacent or contiguous municipalities or communities.

(c)

Wherever used in the ordinance, the word "television" shall mean a system for simultaneous transmission of audio signals and transmission of audio signals and transient visual images by means of electrical impulses.

(d)

The poles used for licensee's distribution system shall be those erected and maintained by the utility companies serving the county when and where practicable, provided mutually satisfactory rental agreements can be entered into with said utility companies. In the event that additional poles need be erected, they will be erected in such manner and at such places as approved and specified by the county. Said poles must meet county and state requirements with respect to their specifications, size, and length, but in any event, the cable itself must be at least fourteen (14) feet above ground.

2.

Responsibility for damages.

(a)

The county shall, in no way, be liable or responsible for any accident or damage that may occur in the construction, operation, or maintenance by the licensee of its facilities hereunder, and the licensee does agree hereby to indemnify the county and hold it harmless against any and all liability, loss, cost, damage or expense, which may accrue to the county by reason of the neglect or default of the licensee in the construction, operation, or maintenance of its facilities hereunder. The licensee shall be solely responsible for determining widths of rights-of-way on county streets and alleys. For the purpose of complying with the above, the licensee shall carry property damage and public liability insurance in some responsible insurance company or companies qualified to do business in the State of Georgia, in the following amounts:

(1)

Property damage—$50,000.00 as to any one accident.

(2)

Liability due to injury or death of persons—$300,000.00 as to any one person and $500,000.00 as to any one accident.

In each of said policies the county shall be named as an insured and a copy of each policy or a certificate of insurance shall be delivered to and retained by the county. The licensee shall annually show evidence of advance payments on the aforesaid insurance policy and failure to so do can constitute a breach of this ordinance.

(b)

The county shall notify the licensee within thirty (30) days after the presentation of any claim or demand, either by suit or otherwise, made against the county on account of any negligence as aforesaid on the part of the licensee.

3.

Service and rates.

(a)

The licensee shall maintain and operate its system and render efficient service to residents throughout the county during the term of this franchise. The licensee shall not, as to rates, charges, service facilities, rules and/or regulations, make or grant any preference or advantage to any person nor subject any person to any prejudice or disadvantage; provided, however, this shall not be deemed to prohibit the establishment of a graduated scale of charges and classified rate schedules to which any customer coming within such classification shall be entitled. Rates shall be reasonable and shall be the same for such classifications of customers as are served from identical facilities. All services to be provided hereunder shall be the option of the individual citizen of the county. Nothing herein contained shall be construed as to require the licensee, without adequate compensation, to serve any subscriber so far removed from the licensee facilities that a new pole or poles will be required to furnish said service.

4.

Interference with traffic.

(a)

The facilities, including all structures, lines, and equipment of the licensee, shall be so located or relocated and so erected so as to cause minimum interference with traffic over said streets, alleys, bridges, and public places, and with the reasonable egress and ingress to abutting property. Existing poles, posts, and other structures of the county or of any telephone company or other public utility which may be available to the licensee under the terms hereof or for leasing or licensing, at reasonable terms, shall be used to the extent practicable in order to minimize interference with travel. When any portion of a street is excavated by the licensee in the location or relocation of any of its facilities, the portion of the street or sidewalk so excavated shall, within a reasonable time and as early as practicable after such excavation, be replaced by the licensee at its expense with similar materials and in as good condition as it was at the time of such excavation. If the repairs are not promptly made by the licensee, the county, after reasonable notice to the licensee, may make such repairs as it may deem necessary and charge the same to the licensee.

(b)

In the event that at any time during the period of this franchise the county shall lawfully elect to alter or change any street, alley, easement, or other public way requiring the relocation of the facilities of the licensee, then in such event the licensee, upon reasonable notice by the county, shall remove, relay, and relocate the same at the expense of the licensee.

(c)

The licensee shall, on the request of any person holding a building moving permit issued by the county, temporarily raise or lower its lines to permit the moving of the buildings. The person holding such permit shall be required to give the licensee reasonable notice of the time and place of the proposed move. The licensee shall not be required to raise or lower its lines at an unreasonable time or at a time that would impose an undue hardship on the licensee. The expense of such temporary removal shall be paid by the person requesting the same and the licensee shall have the authority to require such payment in advance.

(d)

The licensee shall have the authority to trim trees upon and overhanging all streets, alleys, easements, sidewalks, and public places of the county as so to prevent the branches of such trees from coming into contact with the facilities of the licensee. The county assumes no liability for such trimming and the licensee will indemnify the county therefor.

(e)

All poles, lines, structures, and other facilities owned by the licensee, in, on, over, and under the streets, sidewalks, alleys, easements, and public grounds or places of the county shall be kept by the licensee at all times in a safe and substantial condition.

(f)

The poles used for the licensee's distribution system shall be those erected and maintained by the utility companies serving the county when and where practicable, provided mutually satisfactory rental agreements can be entered into with the said utility companies. In the event that additional poles need be erected, they will be erected in such manner and at such places as approved and specified by the county.

(g)

The licensee's poles, wires, cables, conductors, and appliances in each and every location shall be located, erected, attached, connected, constructed, and maintained in strict conformity with all of the provisions of the National Electrical Safety Code, sixth edition, and any amendments or revisions of said code and in compliance with any rules or orders now in effect or that hereafter may be issued or adopted by the county, its duly authorized officers and agents or any other authority having jurisdiction.

5.

Term of franchise.

This franchise shall take effect and be in full force from and after the date of the passage of this ordinance and the same shall continue in full force and effect for a term of twenty (20) years.

(a)

Licensee shall be and is hereby given an option to renew this franchise for an additional twenty-year period under the same terms and conditions as set out herein upon the giving of written notice to the county thirty (30) days prior to the time period covered by this ordinance.

(b)

At the expiration of the term of this franchise, the county shall have the right to purchase all of the property used under the term of this franchise or negotiate a new franchise agreement, whichever the county deems more desirable.

6.

Consideration of franchise.

(a)

As a part of the consideration for the county's granting to the licensee the rights and privileges of this franchise, the licensee shall pay to the county four (4) per cent of the annual gross receipts of the licensee which are collected from customers in the county, as those limits may from time to time be extended. Installation charges and repair charges shall not be considered as a part of the gross receipts. All other income shall be considered as a part of gross receipts.

The first monies due hereunder shall accrue to the county on the first anniversary date of this grant. Within thirty (30) days thereafter and from then on the following thirty (30) days of each month, the licensee shall pay into an escrow account monthly the sums due under this franchise. The county may draw such funds as needed for the operation of the county, but shall draw them once annually.

(b)

The licensee shall keep complete records of accounts showing dates and payments received. The duly authorized agent appointed by the county shall have the right, power, and authority to inspect and audit the current records of gross revenues of the licensee at any reasonable time. The county shall have the right, at its own expense, to audit the records of gross revenue of the licensee for any annual anniversary. The gross revenue records of the licensee for any annual period shall be closed to the county after three (3) years from the said annual anniversary or after an audit of such records has been made.

(c)

Nothing herein shall be construed as requiring the licensee to pay the county any portion of the revenue derived from the sale of community television service by the licensee to customers residing outside of the county. However, upon the annexation to the county of any territory not now within the county boundaries, the portion of the licensee's facilities that may be located within such annexed territory and upon the roads, highways, or public grounds thereof, shall thereafter be subject to all of the terms of this franchise as though it were an extension made thereunder.

7.

Assignment.

(a)

All of the rights and privileges and all of the obligations, duties, and liabilities created by this franchise shall pass to and be binding upon the successors of the county and the successors and assigns of the licensee, and the same shall not be assigned or transferred without a written notice to and approval of the county.

8.

Requirements to render service.

After installing the basic facilities, the licensee will render regular daily service during customary hours of television broadcasting.

9.

Quality service.

The licensee will undertake to use its best efforts to render satisfactory service to each paid voluntary subscriber within the county. In the event that the licensee, after receiving the initial installation fee from a customer, fails or refuses to render any service within a reasonable time, considering the state of construction and/or conditions beyond the control of the licensee, the county may by written notice, require that the initial installation charge be refunded to the customer. To insure compliance with this provision, the licensee shall post a good and sufficient bond, to be approved by the commissioner, conditioned upon the licensee making the refunds as described above pursuant to the order of the county. The amounts of such bond shall never exceed the sum of $25,000.00 and such bond shall not be required in any amount for any purpose after the expiration of two (2) years from the receipt by the licensee of the first initial connection charge and provided further that in lieu of surety on said bond, the licensee may make such bond without surety and it may pledge as security a deposit of funds of the licensee in any bank or savings and loan association in the county, which deposit shall at all times equal the total potential liability of the licensee under the terms of the bond, not exceeding, however, the total sum of $25,000.00. Before collecting any funds from customers the licensee shall post a bond or establish an account as aforesaid in the amount of $5,000.00. Thereafter, installation fees collected shall be deposited to the account or a similar amount added to the bond until the amount of the bond or the amount of the deposit equals $25,000.00. All interest accruing on any such deposit shall inure to the licensee.

10.

As part of the consideration for this license, the licensee will furnish to the county six (6) free television outlets for such purposes as the county deems expedient.

11.

This license is a nonexclusive license.

12.

The licensee shall at all times operate in compliance with any applicable regulations of the Federal Communications Commission, now in effect or hereafter adopted, regulating the operation of community antenna systems.

13.

Licensees do not obligate themselves to construct these facilities but merely request the right to do so, after the necessary feasibility studies and analysis of other pertinent preliminary data. If licensees have not begun actual construction of these facilities within thirty-six (36) months from this date, this franchise agreement shall be null and void and have no effect. In the event construction of the facilities referred to in this ordinance are prevented by reason of FCC regulations or state or federal law, the time construction is thus prevented will not count in the thirty-six (36) months referred to in this paragraph.

(Ord. of 8-6-75, §§ 1—13)

[III]

AN ORDINANCE FOR PAULDING COUNTY

An ordinance providing for a privilege for license with the right to erect, maintain, and operate transmission and distribution facilities and additions therefore, in, over, along, and across, and upon the streets, lanes, avenues, alleys, bridges, highways, and other public places in Paulding County, and subsequent additions thereto for the purpose of transmission by cable and distribution of television impulses and television energy to the inhabitants of said county, providing a term certain, prescribing certain terms and conditions under which said licensee is to operate, imposing a license tax and in addition therefore requiring contributions by the grantees of a percent of the annual growth income to the general fund of the county, providing that the grantee shall furnish information as to financial ability, provide insurance, providing for termination in the event of default and providing for severability and effective date.

Be it ordained by the Commissioner of Paulding County, Georgia, that:

1.

(a)

Subject to the terms and conditions hereinafter set forth, the county hereby grants to W. A. Foster, Jr., W. A. Foster, III, John E. Foster, H. D. Watts, their successors and assigns, hereinafter called Licensee, a private franchise with the right and privilege to construct, erect, use, operate, and maintain, in, upon, along, across, over or under the roads, highways, easements, county owned poles, public ways and public places now laid out or dedicated and all extensions thereof and additions thereto, in the county poles, wires, cables, underground conduits, manholes and other conductors and fixtures necessary for the installation, maintenance, and operation in the county of a community television system for the purpose of transmission and distribution by coaxial cable, and associated appurtenances, television impulses and television energy and background music system in accordance with the laws and regulations of the United States of America of television and other signals either separately or upon or in conjunction with any public utility maintaining the same in the county and with all of the necessary and desirable appliances and appurtenances pertaining thereto.

(b)

Without limiting the generality of the foregoing, this franchise and grant shall and does hereby include the right in, over, under, and upon the streets, sidewalks, alleys, easements and public grounds and places in the county to install, erect, operate, use or in any way acquire the use of, as by leasing or licensing, poles, all lines, and equipment necessary to a community television system and the right to make connections to subscribers and the right to repair, replace, enlarge and extend said lines, equipment, and connections. Nothing herein shall be construed as in any way limiting or confining the operation of the community television system contemplated hereby from being expanded by the licensee as to provide community television service to adjacent or contiguous municipalities or communities.

(c)

Wherever used in the ordinance, the word "television" shall mean a system for simultaneous transmission of audio signals and transmission of audio signals and transient visual images by means of electrical impulses.

(d)

The poles used for licensee's distribution system shall be those erected and maintained by the utility companies serving the county when and where practicable, provided mutually satisfactory rental agreements can be entered into with said utility companies. In the event that additional poles need be erected, they will be erected in such manner and at such places as approved and specified by the county. Said poles must meet county and state requirements with respect to their specifications, size, and length, but in any event, the cable itself must be at least fifteen (15) feet above ground.

2.

Responsibility for damages.

(a)

The county shall, in no way, be liable or responsible for any accident or damage that may occur in the construction, operation, or maintenance by the licensee of its facilities hereunder, and the licensee does agree hereby to indemnify the county and hold it harmless against any and all liability, loss, cost, damage or expense, which may accrue to the county by reason of the neglect or default of the licensee in the construction, operation, or maintenance of its facilities hereunder. The licensee shall be solely responsible for ascertaining widths of rights-of-way on county streets and alleys. For the purpose of complying with the above, the licensee shall carry property damage and public liability insurance in some responsible insurance company or companies qualified to do business in the State of Georgia, in the following amounts:

(1)

Property damage—$50,000.00 as to any one accident.

(2)

Liability due to injury or death of persons—$300,000.00 as to any one person and $500,000.00 as to any one accident.

In each of said policies the county shall be named as an insured and a copy of each policy or a certificate of insurance shall be delivered to and retained by the county. The licensee shall annually show evidence of advance payments on the aforesaid insurance policy and failure to so do can constitute a breach of this ordinance.

(b)

The county shall notify the licensee within thirty (30) days after the presentation of any claim or demand, either by suit or otherwise, made against the county on account of any negligence as aforesaid on the part of the licensee.

3.

Service and rates.

(a)

The licensee shall maintain and operate its system and render efficient service to residents throughout the county during the term of this franchise. The licensee shall not, as to rates, charges, service facilities, rules and/or regulations, make or grant any preference or advantage to any person nor subject any person to any prejudice or disadvantage; provided, however, this shall not be deemed to prohibit the establishment of a graduated scale of charges and classified rate schedules to which any customer coming within such classification shall be entitled. Rates shall be reasonable and shall be the same for such classifications of customers as are served from identical facilities. All services to be provided hereunder shall be the option of the individual citizen of the county. Nothing herein contained shall be construed as to require the licensee, without adequate compensation, to serve any subscriber so far removed from the licensee facilities that a new pole or poles will be required to furnish said service.

4.

Interference with traffic.

(a)

The facilities, including all structures, lines, and equipment of the licensee, shall be so located or relocated and so erected so as to cause minimum interference with traffic over said streets, alleys, bridges, and public places, and with the reasonable egress and ingress to abutting property. Existing poles, posts, and other structures of the county or of any telephone company or other public utility which may be available to the licensee under the terms hereof or for leasing or licensing, at reasonable terms, shall be used to the extent practicable in order to minimize interference with travel. When any portion of a street is excavated by the licensee in the location or relocation of any of its facilities, the portion of the street or sidewalk so excavated shall, within a reasonable time and as early as practicable after such excavation, be replaced by the licensee at its expense with similar materials and in as good condition as it was at the time of such excavation. If the repairs are not promptly made by the licensee, the county, after reasonable notice to the licensee, may make such repairs as it may deem necessary and charge the same to the licensee.

(b)

In the event that at any time during the period of this franchise the county shall lawfully elect to alter or change any street, alley, easement, or other public way requiring the relocation of the facilities of the licensee, then in such event the licensee, upon reasonable notice by the county, shall remove, relay, and relocate the same at the expense of the licensee.

(c)

The licensee shall, on the request of any person holding a building moving permit issued by the county, temporarily raise or lower its lines to permit the moving of the buildings. The person holding such permit shall be required to give the licensee reasonable notice of the time and place of the proposed move. The licensee shall not be required to raise or lower its lines at an unreasonable time or at a time that would impose an undue hardship on the licensee. The expense of such temporary removal shall be paid by the person requesting the same and the licensee shall have the authority to require such payment in advance.

(d)

The licensee shall have the authority to trim trees upon and overhanging all streets, alleys, easements, sidewalks, and public places of the county as so to prevent the branches of such trees from coming into contact with the facilities of the licensee. The county assumes no liability for such trimming and the licensee will indemnify the county therefor.

(e)

All poles, lines, structures, and other facilities owned by the licensee, in, on, over, and under the streets, sidewalks, alleys, easements, and public grounds or places of the county shall be kept by the licensee at all times in a safe and substantial condition.

(f)

The poles used for the licensee's distribution system shall be those erected and maintained by the utility companies serving the county when and where practicable, provided mutually satisfactory rental agreements can be entered into with the said utility companies. In the event that additional poles need be erected, they will be erected in such manner and at such places as approved and specified by the county.

(g)

The licensee's poles, wires, cables, conductors, and appliances in each and every location shall be located, erected, attached, connected, constructed, and maintained in strict conformity with all of the provisions of the National Electrical Safety Code, sixth edition, and any amendments or revisions of said code and in compliance with any rules or orders now in effect or that hereafter may be issued or adopted by the county, its duly authorized officers and agents or any other authority having jurisdiction.

5.

Term of franchise.

This franchise shall take effect and be in full force from and after the date of the passage of this ordinance and the same shall continue in full force and effect for a term of twenty (20) years.

(a)

Licensee shall be and is hereby given an option to renew this franchise for an additional twenty-year period under the same terms and conditions as set out herein upon the giving of written notice to the county thirty (30) days prior to the time period covered by this ordinance.

(b)

At the expiration of the term of this franchise, the county shall have the right to purchase all of the property used under the term of this franchise or negotiate a new franchise agreement, whichever the county deems more desirable.

6.

Consideration of franchise.

(a)

As part of the consideration for the county's granting to the licensee the rights and privileges of this franchise, the licensee shall pay to the county four (4) per cent of the annual gross receipts of the licensee which are collected from customers in the county. Payment shall be made annually on or before February fifteenth for the preceding year or portion thereof and shall be accompanied by a certified statement of gross revenue derived by the licensee from the operation of the system. This statement shall be audited by a certified public accountant and reports shall be certified by the same accountant.

(b)

Nothing herein shall be construed as requiring the licensee to pay to the county any portion of the revenue derived from the sale of community television service by the licensee to customers residing outside the county or within the incorporated areas of the county.

7.

Assignment.

(a)

All of the rights and privileges and all of the obligations, duties, and liabilities created by this franchise shall pass to and be binding upon the successors of the county and the successors and assigns of the licensee, and the same shall not be assigned or transferred without a written notice to and approval of the county.

8.

Requirements to render service.

After installing the basic facilities, the licensee will render regular daily service during customary hours of television broadcasting.

9.

Quality service.

The licensee will undertake to use its best efforts to render satisfactory service to each paid voluntary subscriber within the county. In the event that the licensee, after receiving the initial installation fee from a customer, fails or refuses to render any service within a reasonable time, considering the state of construction and/or conditions beyond the control of the licensee, the county may by written notice, require that the initial installation charge be refunded to the customer. To insure compliance with this provision, the licensee shall post a good and sufficient bond conditioned upon the licensee making the refunds as described above pursuant to the order of the county. The amounts of such bond shall never exceed the sum of $25,000.00 and such bond shall not be required in any amount for any purpose after the expiration of two (2) years from the receipt by the licensee of the first initial connection charge and provided further that in lieu of surety on said bond, the licensee may make such bond without surety and it may pledge as security a deposit of funds of the licensee in any bank or savings and loan association in the county, which deposit shall at all times equal the total potential liability of the licensee under the terms of the bond, not exceeding, however, the total sum of $25,000.00. Before collecting any funds from customers the licensee shall post a bond or establish an account as aforesaid in the amount of $5,000.00. Thereafter, installation fees collected shall be deposited to the account or a similar amount added to the bond until the amount of the bond or the amount of the deposit equals $25,000.00. All interest accruing on any such deposit shall inure to the licensee.

10.

As part of the consideration for this license and request from the county, licensee shall provide six (6) cost free connections at such locations as the county and licensee might mutually agree upon. The licensee shall also provide at least one educational television channel to its subscribers.

11.

This license is a nonexclusive license.

12.

The licensee shall at all times operate in compliance with any applicable regulations of the Federal Communications Commission, now in effect or hereafter adopted, regulating the operation of community antenna systems.

13.

Licensees do not obligate themselves to construct these facilities but merely request the right to do so after the necessary feasibility studies and analysis of other pertinent preliminary data. If licensees have not begun actual construction of these facilities within thirty-six (36) months from this date, this franchise agreement shall be null and void and have no effect. In the event construction of the facilities referred to in this ordinance are prevented by reason of FCC regulations or state or federal law, the time construction thus prevented will not count in the thirty-six (36) months referred to in this paragraph.

14.

The effective date of this ordinance shall be the date of its passage.

(Ord. of 9-26-78, §§ 1—14)

[IV]

AN ORDINANCE FOR PAULDING COUNTY

An ordinance providing for a privilege for license with the right to erect, maintain, and operate transmission and distribution facilities and additions therefor, in, over, along, and across, and upon the streets, lanes, avenues, alleys, bridges, highways, and other public places in Paulding County, and subsequent additions therefor for the purpose of transmission by cable and distribution of television impulses and television energy to the inhabitants of said county, providing a term certain, prescribing certain terms and conditions under which said licensee is to operate, imposing a license tax and in addition therefor requiring contributions by the grantees of a percent of the annual growth income to the general fund of the county, providing that the grantee shall furnish information as to financial ability, provide insurance, providing for termination in the event of default and providing for severability and effective date.

Be it ordained by the Board of Commissioners of Paulding County, Georgia, that:

1.

(a)

Subject to the terms and conditions hereinafter set forth, the county hereby grants to Franklin Herbert Freeman, Tommy Robert Trader, their successors and assigns, hereinafter called Licensee, a private franchise with the right and privilege to construct, erect, use, operate, and maintain, in, upon, along, across, over or under the roads, highways, easements, county owned poles, public ways and public places now laid out or dedicated and all extensions thereof and additions thereto, in the county poles, wires, cables, underground conduits, manholes and other conductors and fixtures necessary for the installation, maintenance, and operation in the county of a community television system for the purpose of transmission and distribution by coaxial cable, and associated appurtenances, television impulses and television energy and background music system in accordance with the laws and regulations of the United States of America of television and other signals either separately or upon or in conjunction with any public utility maintaining the same in the county and with all of the necessary and desirable appliances and appurtenances pertaining thereto.

(b)

Without limiting the generality of the foregoing, this franchise and grant shall and does hereby include the right in, over, under and upon the streets, sidewalks, alleys, easements and public grounds and places in the county to install, erect, operate, use or in any way acquire the use of, as by leasing or licensing, poles, all lines, and equipment necessary to a community television system and the right to make connections to subscribers and the right to repair, replace, enlarge and extend said lines, equipment, and connections. Nothing herein shall be construed as in any way limiting or confining the operation of the community television system contemplated hereby from being expanded by the licensee as to provide community television service to adjacent or contiguous municipalities or communities.

(c)

Wherever used in the ordinance, the word "television" shall mean a system for simultaneous transmission of audio signals and transmission of audio signals and transient visual images by means of electrical impulses.

(d)

The poles used for licensee's distribution system shall be those erected and maintained by the utility companies serving the county when and where practicable, provided mutually satisfactory rental agreements can be entered into with said utility companies. In the event that additional poles need be erected, they will be erected in such manner and at such places as approved and specified by the county. Said poles must meet county and state requirements with respect to their specifications, size, and length, but in any event, the cable itself must be at least fourteen (14) feet above ground.

2.

Responsibility for damages.

(a)

The county shall, in no way, be liable or responsible for any accident or damage that may occur in the construction, operation, or maintenance by the licensee of its facilities hereunder, and the licensee does agree hereby to indemnify the county and hold it harmless against any and all liability, loss, cost, damage or expense, which may accrue to the county by reason of the neglect or default of the licensee in the construction, operation, or maintenance of its facilities hereunder. The licensee shall be solely responsible for ascertaining widths of rights-of-way on county streets and alleys. For the purpose of complying with the above, the licensee shall carry property damage and public liability insurance in some responsible insurance company or companies qualified to do business in the State of Georgia, in the following amounts:

(1)

Property damage—$50,000.00 as to any one accident.

(2)

Liability due to injury or death of persons—$300,000.00 as to any one person and $500,000.00 as to any one accident.

In each of said policies the county shall be named as an insured and a copy of each policy or a certificate of insurance shall be delivered to and retained by the county. The licensee shall annually show evidence of advance payments on the aforesaid insurance policy and failure to so do can constitute a breach of this ordinance.

(b)

The county shall notify the licensee within thirty (30) days after the presentation of any claim or demand, either by suit or otherwise, made against the county on account of any negligence as aforesaid on the part of the licensee.

3.

Service and rates.

(a)

The licensee shall maintain and operate its system and render efficient service to residents throughout the county during the term of this franchise. The licensee shall not, as to rates, charges, service facilities, rules and/or regulations, make or grant any preference or advantage to any person nor subject any person to any prejudice or disadvantage; provided, however, this shall not be deemed to prohibit the establishment of a graduated scale of charges and classified rate schedules to which any customer coming within such classification shall be entitled. Rates shall be reasonable and shall be the same for such classifications of customers as are served from identical facilities. All services to be provided hereunder shall be the option of the individual citizen of the county. Nothing herein contained shall be construed as to require the licensee, without adequate compensation, to serve any subscriber so far removed from the licensee facilities that a new pole or poles will be required to furnish said service. However, licensee shall expand and provide services and community television facilities by extension of existing transmission lines upon the application of twenty-five (25) customers per mile from the terminal point of existing transmission lines and facilities.

4.

Interference with traffic.

(a)

The facilities, including all structures, lines, and equipment of the licensee, shall be so located or relocated and so erected so as to cause minimum interference with traffic over said streets, alleys, bridges, and public places, and with the reasonable egress and ingress to abutting property. Existing poles, posts, and other structures of the county or of any telephone company or other public utility which may be available to the licensee under the terms hereof or for leasing or licensing, at reasonable terms, shall be used to the extent practicable in order to minimize interference with travel. When any portion of a street is excavated by the licensee in the location or relocation of any of its facilities, the portion of the street or sidewalk so excavated shall, within a reasonable time and as early as practicable after such excavation, be replaced by the licensee at its expense with similar materials and in as good condition as it was at the time of such excavation. If the repairs are not promptly made by the licensee, the county, after reasonable notice to the licensee, may make such repairs as it may deem necessary and charge the same to the licensee.

(b)

In the event that at any time during the period of this franchise the county shall lawfully elect to alter or change any street, alley, easement, or other public way requiring the relocation of the facilities of the licensee, then in such event the licensee, upon reasonable notice by the county, shall remove, relay, and relocate the same at the expense of the licensee.

(c)

The licensee shall, on the request of any person holding a building moving permit issued by the county, temporarily raise or lower its lines to permit the moving of the buildings. The person holding such permit shall be required to give the licensee reasonable notice of the time and place of the proposed move. The licensee shall not be required to raise or lower its lines at an unreasonable time or at a time that would impose an undue hardship on the licensee. The expense of such temporary removal shall be paid by the person requesting the same and the licensee shall have the authority to require such payment in advance.

(d)

The licensee shall have the authority to trim trees upon and overhanging all streets, alleys, easements, sidewalks, and public places of the county so as to prevent the branches of such trees from coming into contact with the facilities of the licensee. The county assumes no liability for such trimming and the licensee shall indemnify the county therefor.

(e)

All poles, lines, structures, and other facilities owned by the licensee, in, on, over, and under the streets, sidewalks, alleys, easements, and public grounds or places of the county shall be kept by the licensee at all times in a safe and substantial condition.

(f)

The poles used for the licensee's distribution system shall be those erected and maintained by the utility companies serving the county when and where practicable provided mutually satisfactory rental agreements can be entered into with the said utility companies. In the event that additional poles need be erected, they will be erected in such manner and at such places as approved and specified by the county.

(g)

The licensee's poles, wires, cables, conductors, and appliances in each and every location shall be located, erected, attached, connected, constructed, and maintained in strict conformity with all of the provisions of the National Electrical Safety Code, sixth edition, and any amendments or revisions of said code and in compliance with any rules or orders now in effect or that hereafter may be issued or adopted by the county, its duly authorized officers and agents or any other authority having jurisdiction.

5.

Term of franchise.

This franchise shall take effect and be in full force from and after the date of the passage of this ordinance and the same shall continue in full force and effect for a term of twenty (20) years.

(a)

Licensee shall be and is hereby given an option to renew this franchise for an additional twenty-year period under the same terms and conditions as set out herein upon the giving of written notice to the county thirty (30) days prior to the time period covered by this ordinance.

(b)

At the expiration of the term of this franchise, the county shall have the right to purchase all of the property used under the term of this franchise or negotiate a new franchise agreement, whichever the county deems more desirable.

6.

Consideration of franchise.

(a)

As part of the consideration for the county's granting to the licensee the rights and privileges of this franchise, the licensee shall pay to the county four and one-half (4½) per centum of the annual gross receipts of the licensee collected from customers in the county for providing community television system hookups and services and monthly subscription fees. Payment shall be made annually on or before February fifteenth for the preceding year or portion thereof and shall be accompanied by a certified statement of gross revenue derived by the licensee from the operation of the system. This statement shall be audited by a certified public accountant and report shall be certified by the same accountant.

(b)

Nothing herein shall be construed as requiring the licensee to pay to the county any portion of the revenue derived from the sale of community television service by the licensee to customers residing outside the county or within the incorporated areas of the county.

7.

Assignment.

(a)

All of the rights and privileges and all of the obligations, duties, and liabilities created by this franchise shall pass to and be binding upon the successors of the county and the successors and assigns of the licensee, and the same shall not be assigned or transferred without a written notice to and approval of the county.

8.

Requirements to render service.

After installing the basic facilities, the licensee will render regular daily service during customary hours of television broadcasting.

9.

Quality service.

The licensee will undertake to use its best efforts to render satisfactory service to each paid voluntary subscriber within the county. In the event that the licensee, after receiving the initial installation fee from a customer, fails or refuses to render any service within a reasonable time, considering the state of construction and/or conditions beyond the control of the licensee, the county may by written notice, require the initial installation charge be refunded to the customer. To insure compliance with this provision, the licensee shall post a good and sufficient bond conditioned upon the licensee making the refunds as described above pursuant to the order of the county. The amounts of such bond shall never exceed the sum of $25,000.00 and such bond shall not be required in any amount for any purpose after the expiration of two (2) years from the receipt by the licensee of the first initial connection charge and provided further that in lieu of surety on said bond, the licensee may make such bond without surety and it may pledge as security a deposit of funds of the licensee in any bank or savings and loan association in the county, which deposit shall at all times equal the total potential liability of the licensee under the terms of the bond, not exceeding, however, the total sum of $25,000.00. Before collecting any funds from customers the licensee shall post a bond or establish an account as aforesaid in the amount of $5,000.00. Thereafter, installation fees collected shall be deposited to the account or a similar amount added to the bond until the amount of the bond or the amount of the deposit equals $25,000.00. All interest accruing on any such deposit shall inure to the licensee.

10.

As part of the consideration for this license and upon request from the county, licensee shall provide six (6) cost free connections at such locations as the county and licensee might mutually agree upon. The licensee shall also provide at least one educational television channel to its subscribers.

In addition, licensee shall also provide a channel for community interest programming, including special events, sports events, public meetings and community interest news events and shall provide the necessary facilities for videotaping and transmission of such events to its subscribers, both through audio and visual image signals. However, licensee reserves the option to select such community interest programs to be transmitted and shall not be required by this ordinance to transmit any community public interest program of a political nature.

11.

This license is a nonexclusive license.

12.

The licensee shall at all times operate in compliance with any applicable regulations of the Federal Communications Commission, now in effect or hereafter adopted, regulating the operation of community antenna systems.

13.

Licensees do not obligate themselves to construct these facilities but merely request the right to do so after the necessary feasibility studies and analysis of other pertinent preliminary date. If licensees have not begun actual construction of these facilities within thirty-six (36) months from this date, this franchise agreement shall be null and void and have no effect. In the event construction of the facilities referred to in this ordinance are prevented by reason of FCC regulations or state or federal law, the time construction thus prevented will not count in the thirty-six (36) months referred to in this paragraph.

14.

The effective date of this ordinance shall be the date of its passage.

(Ord. of 4-22-80, §§ 1—14)

[V]

RESOLUTION: CABLE TV ASSIGNMENT

WHEREAS, an ordinance providing for the grant of a cable television franchise in Paulding County to W. A. Foster, Jr., W. A. Foster, III, John E. Foster and H. D. Watts was adopted on September 26, 1978, and

WHEREAS, section 7 of the said ordinance authorizes all rights and privileges and all the obligations, duties and liabilities created by the franchise upon the licensee to be assigned or transferred upon written request of the licensee and approval by Paulding County, and

WHEREAS, the said licensee(s) have made a written request for approval of assignment of the cable TV franchise;

Now therefore be it resolved that the request of W. A. Foster, Jr., W. A. Foster, III, John E. Foster and H. D. Watts to transfer and assign the cable TV franchise granted by the ordinance adopted September 26, 1978, to Paulding Cablevision, Inc. is hereby approved effective as of the date of the action.

(Res. of 5-13-80)

[VI]

PAULDING CABLEVISION, INC.

Whereas, a franchise for cable television was granted by Paulding County to W. A. Foster, III, W. A. Foster, Jr., John Foster, and Herman Watts on September 26, 1978, and

Whereas, the Commission of Paulding County consented to an assignment of said franchise from the above named individuals to Paulding Cablevision, Inc. on May 13, 1980, and

Whereas, the parties to said cable franchise agreement hereby desire to modify the terms thereof in certain particulars;

Therefore, said cable TV franchise agreement is hereby modified in the following particulars:

1.

The Commission of Paulding County hereby consents to an assignment of said cable TV franchise agreement to Paulding Cablevision Associates.

2.

Paragraph 2(a) entitled "Responsibility for damages" in the franchise agreement granted on September 26, 1978, shall be modified to read as follows:

2.

Responsibility for damages.

(a)

The county shall, in no way, be liable or responsible for any accident or damage that may occur in the construction, operation, or maintenance by the licensee of its facilities hereunder, and the licensee does hereby agree to indemnify the county and hold it harmless against any and all liability, loss, cost, damage or expense, which may accrue to the county by reason of the neglect or default of the licensee in the construction, operation, or maintenance of its facilities hereunder. The licensee shall be solely responsible for ascertaining widths of rights-of-way on county streets and alleys. For the purpose of complying with the above, the licensee shall carry property damage and public liability insurance in some responsible insurance company or companies qualified to do business in the State of Georgia, in the following amounts:

(1)

Property damage—$50,000.00 as to any one accident.

(2)

Liability due to injury or death of persons—$300,000.00 as to any one person and $500,000.00 as to any one accident.

A certificate of insurance shall be delivered to and retained by the county. The licensee shall annually show evidence of advance payments on the aforesaid insurance policy and failure to so do can constitute a breach of this ordinance.

3.

Paragraph 5 of said cable TV franchise entitled "Term of franchise" shall be modified to read as follows:

5.

Term of franchise.

This franchise shall take effect and be in full force from and after the date of the passage of this ordinance and the same shall continue in full force and effect for a term of fifteen (15) years from the date of this modification. Subparagraphs (a) and (b) of said paragraph 5 shall remain unchanged.

4.

Paragraph 6(a) entitled "Consideration of franchise" shall be modified to read as follows:

6.

Consideration of franchise.

(a)

As part of the consideration for the county's granting to the licensee the rights and privileges of this franchise, the licensee shall pay to the county three (3) per cent of the annual gross receipts received from monthly subscriber fees. Payment shall be made annually within sixty (60) days after the end of the company's fiscal year and shall be accompanied by a certified statement of gross revenue derived by the licensee from the operation of the system prepared by a certified public accountant. The company shall retain records for a period of three (3) years after each fiscal year.

5.

Paragraph 9 shall be entitled "Quality of service" and shall be modified to read as follows:

9.

Quality of service.

The licensee will undertake to use its best efforts to render satisfactory service to each paid voluntary subscriber within the county. In the event that the licensee, after receiving the initial installation fee from a customer, fails or refuses to render any service within a reasonable time, considering the state of construction and/or conditions beyond the control of the licensee, the county may by written notice, require that the initial installation charge be refunded to the customer. To insure compliance with this provision, the licensee shall furnish a performance bond or cash deposit for the amount of $10,000.00. The cash deposit or performance bond shall be released once the licensee has provided service to eighty (80) per cent of those customers desiring cable television who reside within the planned area of construction. The county commissioners will be furnished a copy of proposed construction areas within ten (10) days after approval of this ordinance. All interest accruing on any cash deposit shall insure to the licensee.

The Paulding County comptroller will establish procedures to provide resolution of problems which cannot be resolved between the customer and licensee.

6.

All other provisions contained in said cable TV franchise agreement granted to W. A. Foster, Jr., W. A. Foster, III, John E. Foster and Herman Watts on September 26, 1978, which are not modified herein shall remain in full force and effect as contained in said franchise agreement.

(Res. of 7-22-80, §§ 1—6)

[VII]

ASSIGNMENT OF SECURITY INTEREST IN CABLE TV FRANCHISE

Resolution and Ordinance Approving the Collateral Assignment of and Grant of a Security Interest in the Community Antenna System Franchise and System of Paulding Cablevision Associates and for other Purposes.

Whereas, the Board of Commissioners of Paulding County, Georgia, (herein the "county") approved and enacted on the 26th day of September, 1978, an ordinance granting to W. A. Foster, Jr., W. A. Foster, III, John E. Foster, and H. D. Watts, their successors and assigns a non-exclusive license (the "franchise") to construct, erect, use, operate and maintain transmission and service distribution facilities and additions thereto (the "system") in areas of Paulding County, Georgia, for the purpose of origination, transmission and distribution by cable of television impulses, television energy and background music (herein the "ordinance"); and

Whereas, the Board of Commissioners of the county approved and enacted on the 13th day of May, 1980, an amendment to the ordinance approving the assignment of the said franchise to Paulding Cablevision, Inc.; and

Whereas, on the 22nd day of July, 1980, the Board of Commissioners of the county approved and enacted a modification to the ordinance approving the assignment of the said franchise to Paulding Cablevision Associates and modifying the franchise in certain other particulars; and

Whereas, request has now been made for the approval of certain financing of the system and the approval of and consent to the collateral assignment of and grant of a security interest in all right, title, and interest of Paulding Cablevision Associates under the ordinance and in the franchise and system.

Now therefore be it resolved by the Board of Commissioners of Paulding County, Georgia, as follows:

1—The county hereby approves of and consents to the financing of the system and approves of and consents to the collateral assignment of, grant of a security interest in, or other encumbrance of all or any part of the right, title, and interest of Paulding Cablevision Associates under and in the ordinance and all amendments or modifications thereto and in the franchise and system, including without limitation all of the assets, property, franchise rights and interests of Paulding Cablevision Associates, to Bank of the South, N.A., pursuant to one or more security agreements or other collateral documents, including without limitation, security deeds.

2—In the event of the foreclosure pursuant to any collateral assignment, security agreements, or other document executed by Paulding Cablevision Associates pursuant to paragraph 1 of this ordinance, the county hereby approves and consents to the transfer and assignment of all right, title, and interest of Paulding Cablevision Associates under and in the ordinance and all amendments or modifications thereto and in the franchise and system, and any and all other assets or rights of Paulding Cablevision Associates, to any purchase(s) or transferee(s) at a foreclosure sale or other disposition under any of such collateral assignment, security agreement or other document, or for the bank, its successors, assigns, or transferees to hold and own such rights, titles, and interests upon the enforcement of any security interests therein by the holder or holders of such security interests, and to the operation of the system pursuant to and in accordance with the ordinance as amended and modified by such purchasers, transferees or security interest holders or their transferees.

(Res. of 4-10-81, § 1)

[VIII]

CABLE TV FRANCHISE RESOLUTION

Whereas, on April 22, 1980, an ordinance providing for the grant of a cable television franchise for the unincorporated areas of Paulding County to Franklin Herbert Freeman and Tommy Robert Trader, their successors and assigns, as licensee(s), was adopted by the Paulding County Board of Commissioners; and,

Whereas, section 7 of said ordinance and franchise provides that all of the obligations, duties and liabilities created by the franchise shall pass to and be binding upon the successors and assigns of the licensee and that the same shall not be assigned or transferred without written notice to and approval of the county; and,

Whereas, the said licensee(s) have made a written request for approval of assignment of such cable television franchise and license:

Now therefore, be it resolved that the request of Franklin Herbert Freeman and Tommy Robert Trader to assign the cable television franchise and license granted by the Paulding County Board of Commissioners by order adopted April 22, 1980 to Universal Cablevision Systems, Inc., a Georgia corporation with its principal office and place of business in Paulding County is hereby approved as of the date hereof, subject to the provision that if actual construction of cable television facilities has not begun within thirty-six (36) months of the date of the original franchise as provided in section 13 of the aforesaid ordinance, such franchise agreement and this assignment shall be null and void and have no further effect.

(Res. of 1-26-82)

[IX]

MODIFICATION OF CABLE TV FRANCHISE GRANTED SEPTEMBER 26, 1978

Whereas, a franchise for cable television was granted by Paulding County to W. A. Foster, III, W. A. Foster, Jr., John Foster and Herman Watts on September 26, 1978; and

Whereas, the commission of Paulding County consented to an assignment of said franchise from the above named individuals to Paulding Cablevision, Inc. on May 13, 1980; and

Whereas, on July 22, 1980, the commission of Paulding County approved and enacted a modification to the cable TV franchise approving the assignment of said franchise to Paulding Cablevision Associates and modifying the franchise in certain other particulars; and

Whereas, on March 10, 1981, the commission of Paulding County approved and enacted a modification to the cable TV franchise approving a collateral assignment of the right, title and interest of Paulding Cablevision Associates under the ordinance to Bank of the South, N.A.; and

Whereas, the parties to said cable franchise agreement hereby desire to modify the terms thereof in certain particulars;

Therefore, said cable TV franchise agreement is hereby modified in the following particulars:

1.

The commission of Paulding County hereby consents to an assignment of said cable TV franchise agreement to Tele-Media Company of Paulding County.

2.

Subparagraph (b) of paragraph 5 entitled "Term of franchise" in the cable TV franchise granted on September 26, 1978, shall be modified by deleting subparagraph (b) and adding the following new subparagraph (b):

"(b) At the expiration of the term for which this franchise is granted or at the expiration of the twenty-year renewal period, whichever is later, or upon its cancellation, the county, at its election, shall have the option for a period of thirty (30) days to purchase and take over licensee's distribution system in its entirety (the 'option'). Upon the exercise of its option by the county and its service of an official notice of such action upon the licensee, the county shall have ninety (90) days in which to reach a definitive purchase agreement with the licensee. The transfer to the county of the possession and title to all the equipment and property, real and personal, of the distribution system shall not occur until the purchase price for the distribution system has been paid to the licensee, whereupon any grant conferred upon the licensee by this ordinance shall cease and determine.

The following factors shall be taken into account in determining the purchase price of the distribution system as a going concern business (the 'purchase price'): (a) the original cost of the equipment and property, including buildings and real estate, of the licensee used or useful for the operation of the distribution system; (b) the then current highest market value of such equipment and property as used as an integral part of the distribution system; (c) the purchase price paid for the purchase of systems comparable to licensee's distribution system; and (d) the cash flow income derived or to be derived from licensee's distribution system. As used herein, 'cash flow income' shall mean that income after all expenses but before interest, depreciation and capital expenditures. The purchase price for licensee's distribution system shall not be less than the then current highest market value of licensee's distribution system or the original cost thereof, less reasonable accrued depreciation, whichever is the higher. During the aforesaid ninety (90) day period, if any disagreement shall arise between the licensee and the county with respect to the calculation of the purchase price for licensee's distribution system, the licensee and the county shall each appoint an appraiser and the two (2) appraisers shall in turn appoint a third appraiser. If the two (2) appraisers are unable to agree upon a third appraiser, one shall be appointed by the state court which has jurisdiction over disputes arising in Paulding County, Georgia. The three (3) appraisers so selected shall then proceed to appraise licensee's distribution system as a going concern business in accordance with the procedures set forth above and shall deliver such appraisals on or before the expiration of the aforesaid ninety (90) day period. The purchase price shall be determined by averaging the two (2) highest appraisals. The costs of such appraisals shall be shared equally by the county and the licensee."

3.

Paragraph 7 entitled "Assignment" in the franchise agreement granted on September 26, 1978, shall be modified by inserting the following new subparagraph (b):

"(b) Notwithstanding the foregoing, the county hereby authorizes Tele-Media Company of Paulding County to cease to do business as a limited partnership and to incorporate or to assign, alienate or transfer its rights hereunder or to permit its ownership interest or stock, as the case may be, to be assigned, alienated or transferred to Tele-Media Corporation or any of Tele-Media Corporation's subsidiaries or affiliates or to any other entity, provided that Tele-Media Corporation maintains control over the entity and over the day-to-day operations of the system. For the purposes of this paragraph, the term 'control' is not limited to majority ownership, but includes actual working control in whatever manner exercised."

4.

Paragraphs 1 and 2 in said March 10, 1981 ordinance shall be modified to read as follows:

"1. The county hereby approves of and consents to the financing of the system and approved of and consents to the collateral assignment of, grant of a security interest in, or other encumbrance of all or any part of the right, title, and interest of Tele-Media Company of Paulding County under and in the ordinance and all amendments or modifications thereto and in the franchise and system, including without limitation all of the assets, property, franchise rights and interests of Tele-Media Company of Paulding County, to any lender pursuant to one or more security agreements or other collateral documents, including without limitation, security deeds.

2. In the event of the foreclosure pursuant to any collateral assignment, security agreements, or other document executed by Tele-Media Company of Paulding County pursuant to the foregoing paragraph, the county hereby approves and consents to the transfer and assignment of all right, title, and interest of Tele-Media Company of Paulding County under and in the ordinance and all amendments or modifications thereto and in the franchise and system, and any and all other assets or rights of Tele-Media Company of Paulding County, to any purchaser(s) or transferee(s) at a foreclosure sale or other disposition under any of such collateral assignment, security agreement or other document, or for the lender, its successors, assigns, or transferees to hold and own such rights, titles and interests upon the enforcement of any security interests, and to the operation of the system pursuant to and in accordance with the ordinance as amended and modified by such purchasers, transferees or security interest holders or their transferees."

5.

All other provisions contained in said cable TV franchise agreement granted to W. A. Foster, Jr., W. A. Foster, III, John E. Foster and Herman Watts on September 26, 1978, as amended, which are not modified herein shall remain in full force and effect as contained in said franchise agreement.

(Res. of 7-15-82, §§ 1—5)

[X]

AN ORDINANCE FOR PAULDING COUNTY

An ordinance providing for a privilege for license with the right to erect, maintain, and operate transmission and distribution facilities and additions therefor, in, over, along, and across, and upon the streets, lanes, avenues, alleys, bridges, highway, and other public places in Paulding County, and subsequent additions therefor for the purpose of transmission by cable and distribution of television impulses and television energy to the inhabitants of said county, providing a term certain, prescribing certain terms and conditions under which said licensee is to operate, imposing a license tax and in addition therefor requiring contributions by the grantees of a percent of the annual growth income to the general fund of the county, providing that grantee shall furnish information as to financial ability, provide insurance, providing for termination in the event of default and providing for severability and effective date.

Be it ordained by the Board of Commissioners of Paulding County, Georgia, that:

1.

(a)

Subject to the terms and conditions hereinafter set forth the county hereby grants to Cable USA, Inc., their successors and assigns, hereinafter called licensee, a private franchise with the right and privilege to construct, erect, use, operate, and maintain, in, upon, along, across, over or under the roads, highways, easements, county owned poles, public ways and public places now laid out or dedicated and all extensions thereof and additions thereto, in the county poles, wires, cables, underground conduits, manholes and other conductors and fixtures necessary for the installation, maintenance, and operation in the county of a community television system for the purpose of transmission and distribution by coaxial cable, and associated appurtenances television impulses and television energy and background music system in accordance with the laws and regulations of the United States of America of television and other signals either separately or upon or in conjunction with any public utility maintaining the same in the county and with all of the necessary and desirable appliances and appurtenances pertaining thereto.

(b)

Without limiting the generality of the foregoing, this franchise and grant shall and does hereby include the right in, over, under and upon the streets, sidewalks, alleys, easements and public grounds and places in the county to install, erect, operate, use or in any way acquire the use of, as by leasing or licensing, poles, all lines, and equipment necessary to a community television system and the right to make connections to subscribers and the right to repair, replace, enlarge and extend said lines, equipment, and connections. Nothing herein shall be construed as in any way limiting or confining the operation of the community television system contemplated hereby from being expanded by the licensee as to provide community television service to adjacent or contiguous municipalities or communities.

(c)

Wherever used in the ordinance, the word "television" shall mean a system for simultaneous transmission of audio signals and transmission of audio signals and transient visual images by means of electrical impulses.

(d)

The poles used for licensee's distribution system shall be those erected and maintained by the utility companies serving the county when and where practicable, provided mutually satisfactory rental agreements can be entered into with said utility companies. In the event that additional poles need be erected, they will be erected in such manner and at such places as approved and specified by the county. Said poles must meet county and state requirements with respect to their specifications, size, and length, but in any event, the cable itself must be at least 14 feet above ground.

2.

Responsibility for damages.

(a)

The county shall, in no way, be liable or responsible for any accident or damage that may occur in the construction, operation, or maintenance by the licensee of its facilities hereunder, and the licensee does agree hereby to indemnify the county and hold it harmless against any and all liability, loss, cost, damage or expense, which may accrue to the county by reason of the neglect or default of the licensee in the construction, operation, or maintenance of its facilities hereunder. The licensee shall be solely responsible for ascertaining widths of right-of-way on county streets and alleys. For the purpose of complying with the above the licensee shall carry property damage and public liability insurance in some responsible insurance company or companies qualified to do business in the State of Georgia, in the following amounts:

(1)

Property damage—$50,000.00 as to any one accident.

(2)

Liability due to injury or death or persons—$300,000.00 as to any one person and $500,000.00 as to any one accident.

In each of said policies the county shall be named as an insured and a copy of each policy or a certificate of insurance shall be delivered to and retained by the county. The licensee shall annually show evidence of advance payments on the aforesaid insurance policy and failure to so do can constitute a breach of this ordinance.

(b)

The county shall notify the licensee within thirty (30) days after the presentation of any claim or demand, either by suit or otherwise, made against the county on account of any negligence as foresaid on the part of the licensee.

3.

Service and rates.

(a)

The licensee shall maintain and operate its system and render efficient service to residents throughout the county during the term of this franchise. The licensee shall not, as to rates, charges, service facilities, rules and/or regulations, make or grant any preference or advantage to any person nor subject any person to any prejudice or disadvantage; provided, however, this shall not be deemed to prohibit the establishment of a graduated scale of charges and classified rate schedules to which any customer coming within such classification shall be entitled. Rates shall be reasonable and shall be the same for such classifications of customers as are served from identical facilities. All services to be provided hereunder shall be the option of the individual citizen of the county. Nothing herein contained shall be construed as to require the licensee, without adequate compensation, to serve any subscriber so far removed from the licensee facilities that a new pole or poles will be required to furnish said service. However, licensee shall expand and provide services and community television facilities by extension of existing transmission lines upon the application of twenty-five (25) customers per mile from the terminal point of existing transmission lines and facilities.

4.

Interference with traffic.

(a)

The facilities, including all structures, lines, and equipment of the licensee, shall be so located and relocated and so erected so as to cause minimum interference with traffic over said streets, alleys, bridges, and public place, and with reasonable egress and ingress to abutting property. Existing poles, posts, and other structures of the county or of any telephone company or other public utility which may be available to the licensee under the terms hereof or for leasing or licensing at reasonable terms, shall be used to the extent practicable in order to minimize interference with travel. When any portion of a street is excavated by the licensee in the location or relocation of any of its facilities, the portion of the street or sidewalk so excavated shall, within a reasonable time and as early as practicable after such excavation, be replaced by the licensee at its expense with similar materials and in as good condition as it was at the time of such excavation. If the repairs are not promptly made by the licensee, the county, after reasonable notice to the licensee, may make such repairs as it may deem necessary and charge the same to the licensee.

(b)

In the event that at any time during the period of this franchise the county shall lawfully elect to alter or change any street, alley, easement, or other public way requiring the relocation of the facilities of the licensee, then in such event the licensee, upon reasonable notice by the county shall remove, relay, and relocate the same at the expense of the licensee.

(c)

The licensee shall, on the request of any person holding a building moving permit issued by the county, temporarily raise or lower its lines to permit to moving of the buildings. The person holding such permit shall be required to give the licensee reasonable notice of the time and place of the proposed move. The licensee shall not be required to raise or lower its lines at an unreasonable time or at a time that would impose an undue hardship on the licensee. The expense of such temporary removal shall be paid by the person requesting the same and the licensee shall have the authority to require such payment in advance.

(d)

The licensee shall have the authority to trim trees upon and overhanging all streets, alleys, easements, sidewalks, and public places of the county so as to prevent the branches of such trees from coming into contact with the facilities of the licensee. The county assumes no liability for such trimming and the license[e] shall indemnify the county therefor.

(e)

All poles, lines, structures, and other facilities owned by the licensee, in, on, over, and under the streets, sidewalks, alleys, easements, and public grounds or places of the county shall be kept by the licensee at all the times in a safe and substantial condition.

(f)

The poles used for the licensee's distribution system shall be those erected and maintained by the utility companies serving the county when and where practicable provided mutually satisfactory rental agreements can be entered into with the said utility companies. In the event that additional poles need be erected, they will be erected in such manner and at such places as approved and specified by the county.

(g)

The licensee's poles, wires, cables, conductors, and appliances in each and every location shall be located, erected, attached, connected, constructed, and maintained in strict conformity with all of the provisions of the National Electrical Safety Code, Sixth Edition, and any amendments or revisions of said code and in compliance with any rules or orders now in effect or that hereafter may be issued or adopted by the county, its duly authorized officers and agents or any other authority having jurisdiction.

5.

Term of franchise.

This franchise shall take effect and be in full force from and after the date of the passage of this ordinance and the same shall continue in full force and effect for a term of twenty (20) years.

(a)

Licensee shall be and is hereby given an option to renew this franchise for an additional twenty (20) year period under the same terms and conditions as set out herein upon the giving of written notice to the county thirty days prior to the time period covered by this ordinance.

(b)

At the expiration of the term for which this franchise is granted or at the expiration of the twenty year renewal period, whichever is later, or upon its cancellation, the county, at its election, shall have the option for a period of thirty (30) days to purchase and take over licensee's distribution system in its entirety (the option). Upon the exercise of its option by the county and its service of an official notice of such action upon the licensee, the county shall have ninety (90) days in which to reach a definitive purchase agreement with the licensee. The transfer to the county of the possession and title to all the equipment and property, real and personal, of the distribution system has been paid to the licensee, whereupon any grant conferred upon the licensee by this ordinance shall cease and determine [terminate]. The following factors shall be taken into account in determining the purchase price of the distribution system as a going concern business (the purchase price):

(a)

The original cost of the equipment and property, including buildings and real estate, of the licensee used or useful for the operation of the distribution system;

(b)

The then current highest market value of such equipment and property as used as an integral part of the distribution system;

(c)

The purchase price paid for the purchase of systems comparable to licensee's distribution system; and

(d)

The cash flow income derived or to be derived from licensee's distribution system. As used here cash flow income shall mean that income after all expenses but before interest, depreciation and capital expenditures.

The purchase price for licensee's distribution system shall not be less than the then current highest market value of licensee's distribution system or the original cost thereof, less reasonable accrued depreciation, whichever is the higher. During the aforesaid ninety (90) day period, if any disagreement shall arise between the licensee and the county with respect to the calculation of the purchase price for licensee's distribution system, the licensee and the county shall each appoint an appraiser and the two appraisers shall in turn appoint a third appraiser. If the two appraisers are unable to agree upon a third appraiser, one shall be appointed by the state court which has jurisdiction over disputes arising in Paulding County, Georgia. The three appraisers so selected shall then proceed to appraise licensee's distribution system as a going concern business in accordance with the procedures set forth above and shall deliver such appraisals on or before the expiration of the aforesaid ninety (90) day period. The purchase price shall be determined by averaging the two highest appraisals. The cost of such appraisals shall be shared equally by the county and licensee.

6.

Consideration of franchise.

(a)

As part of the consideration for the county's granting to the licensee the rights and privileges of this franchise the licensee shall pay to the county four percent of the annual gross receipts of the licensee collected for its basic service from customers in the county for providing community television system hookups and services and monthly subscription fees. Payment shall be made annually on or before February 15 for the preceding year or portion thereof and shall be accompanied by a certified statement of gross revenue derived from its basic service by the licensee from the operation of the system. This statement and report shall be reviewed by a certified public accountant.

(b)

Nothing herein shall be construed as requiring the licensee to pay to the county any portion of the revenue derived from the sale of community television service by the licensee to customers residing outside the county or within the incorporated areas of the county.

7.

Assignment.

(a)

All of the rights and privileges and all of the obligations, duties, and liabilities created by this franchise shall pass to and be binding upon the successors of the county and the successors and assigns of the licensee, and the same shall not be assigned or transferred without a written notice to and approval of the county. The county hereby approves of and consents to the financing of the system and approved of and consents to the collateral assignment of, grant of a security interest in, or other encumbrance of all or any part of the right, title, and interest of Cable USA, Inc. under and in the ordinance and all amendments or modifications thereto and in the franchise and system, including without limitation all of the assets, property, franchise rights and interests of Cable USA, Inc. to any lender pursuant to one or more security agreements or other collateral documents, including without limitation, security deeds.

[(b)]

In the event of the foreclosure pursuant to any collateral assignment, security agreements, or other document executed by Cable USA, Inc. pursuant to the foregoing paragraph, the county hereby approves and consents to the transfer and assignment of all right, title, and interest of Cable USA, Inc. under and in the ordinance and all amendments or modifications thereto and in the franchise and system, and any and all other assets or rights of Cable USA, Inc., to any purchase(s) or transferee(s) at a foreclosure sale or other disposition under any of such collateral assignment, security agreement or other document, or for the lender, its successors, assigns, or transferees to hold and own such rights, titles, and interests upon the enforcement of any security interests, and to the operation of the system pursuant to and in accordance with the ordinance as amended and modified by such purchasers, transferees or security interest holders or their transferees.

8.

Requirements to render service.

After installing the basic facilities, the licensee will render regular, daily service during customary hours of television broadcasting.

9.

Quality service.

The licensee will undertake to use its best efforts to render satisfactory service to each paid voluntary subscriber within the county. In the event that the licensee, after receiving the initial installation fee from a customer, fails or refuses to render any service within a reasonable time, considering the state of construction and/or conditions beyond the control of the licensee, the county may by written notice, require the initial installation charge be refunded to the customer. To insure compliance with this provision upon written request of the county, the licensee shall post a good and sufficient bond conditioned upon the licensee making the refunds as described above pursuant to the order of the county. The amounts of such bond shall never exceed the sum of $25,000.00 and such bond shall not be required in any amount for any purpose after the expiration of two (2) years from the receipt by the licensee of the first initial connection charge and provided further that in lieu of surety on said bond, the licensee may make such bond without surety and it may pledge as security a deposit of funds of the licensee in any bank or savings and loan association in the county, which deposit shall at all times equal the total potential liability of the licensee under the terms of the bond, not exceeding, however, the total sum of $25,000.00. Upon written request of the county before any funds from customers the licensee shall post a bond or establish an account as aforesaid in the amount of $5,000.00. Thereafter, installation fees collected shall be deposited to the account or a similar amount added to the bond until the amount of the bond or the amount of the deposit equals $25,000.00. All interest accruing on any such deposit shall inure to the licensee.

10.

As part of the consideration for this license and upon request from the county, licensee shall provide six cost free connections at such locations as the county and licensee might mutually agree upon. In addition, licensee shall also provide a channel for community interest programming, including special events, sports events, public meetings and community interest news events and shall provide the necessary facilities for videotaping and transmission of such events to its subscribers, both through audio and visual image signals. However, licensee reserves the option to select such community interest programs to be transmitted and shall not be required by this ordinance to transmit any community public interest program of a political nature.

11.

This license is a nonexclusive license.

12.

The licensee shall at all times operate in compliance with any applicable regulations of the Federal Communication Commission, now in effect or hereafter adopted, regulating the operation of community antenna systems.

13.

Licensees do not obligate themselves to construct these facilities but merely request the right to do so after the necessary feasibility studies and analysis of other pertinent preliminary data. If licensees have not begun actual construction of these facilities within 36 months of this date, this franchise agreement shall be null and void and have no effect. In the event construction of the facilities referred to in this ordinance are prevented by reason of FCC Regulations or state or federal law, the time construction thus prevented will not count in the 36 months referred to in this paragraph.

14.

The effective date of this ordinance shall be the date of its passage.

(Ord. of 3-22-88, §§ 1—14)

[XI]

FRANCHISE FOR AMERICAN COMMUNICATION MANAGEMENT: RESOLUTION

Whereas, an application has been made to the Paulding County Board of Commissioners by American Communications Management, Inc., for permission to construct, operate and maintain wires, coax, antennas, poles, pedestals, apprenticeship, and other fixtures and facilities above and below ground, upon existing and future public highways, lanes or streets in the County of Paulding for the purpose of conducting a cable television business, including but not being limited to the transmission of audio, video, data or other information which may be transmitted over the system by wires, coax, cables, lines or wireless.

Whereas, a resolution was enacted by the Paulding County Board of Commissioners at its June 13, 1989, meeting in an attempt to effectuate this franchise agreement;

Whereas, the resolution adopted by the Paulding County Board of Commissioners at its June 13, 1989, meeting contained improper references to the county of issuance as well as omissions of certain items which the Commissioners deemed necessary in this agreement;

Whereas, the Paulding County Board of Commissioners now wishes to void the resolution passed and adopted June 13, 1989, and enter into a new resolution for a franchise agreement with American Communication Management, Inc.;

Whereas, the Paulding County Board of Commissioners feels that the application and the granting thereof would be advantageous to the county and its residents;

Now therefore, be it resolved:

The resolution of the Paulding County Board of Commissioners adopted June 13, 1989, purporting to grant a franchise agreement to American Communications Management, Inc., is hereby rescinded and replaced with the following:

American Communications Management, Inc., is hereby given and granted the right and privilege to erect, construct, equip, own, maintain and operate over and under any and all, existing and future streets, avenues, lanes, highways and public alleys in the county, poles, wires, lines, coax, cables, pedestals and other necessary facilities for the operation of the cable television service.

All installation of equipment, including wires and cables shall be placed, erected and maintained in a proper workmanlike manner and in accordance with good engineering practices and to comply with all existing county regulations, ordinances and state laws so as not to interfere in any manner with the rights of the public or individual property owner, and shall not interfere with the travel and use of public places by the public.

American Communications Management, Inc., shall defend and indemnify the County of Paulding, its boards, commissions, officers, agents and employees against any claims for injury to or death of any person or any injury to any property caused by the company in the construction or operation of its property. Before proceeding with any work or installation American Communications Management, Inc., shall procure public liability insurance with limits of not less than three hundred thousand dollars ($300,000.00) to any one person and five hundred thousand dollars ($500,000.00) to any one accident and property damage insurance with a limit of not less than fifty thousand dollars ($50,000.00) for one accident.

American Communications Management, Inc., agrees that in all cases where the County of Paulding shall change the grade or width of any street, alley or other public way, American Communications Management, Inc., will promptly and at its own expense, change or remove its property to conform thereto, and all sidewalks or pavement disturbed by American Communications Management, Inc., shall be restored to the satisfaction of the Paulding County Engineering Department.

This franchise is a grant of nonexclusive right to American Communications Management, Inc., to construct and maintain a cable televisions system in Paulding County, Georgia.

American Communications Management, Inc., shall pay to the County as a franchise fee and as compensation of the rights and privileges it enjoys hereunder a sum equal to four (4) percent of the gross receipts received by American Communications Management, Inc., for basic cable television service within Paulding County. All such payments shall be made to the County on an annual basis no later than March 31 of each year with respect to the receipts of the previous year. The franchise fee payments provided for herein shall not be in lieu of ad valorem taxes assessed with respect to real or personal property of American Communications Management, Inc., in Paulding County. American Communications Management, Inc., will obtain, at its cost, the service of an outside Certified Public Accountant for the purposes of auditing revenues and calculating the basis of the franchise fee. The County of Paulding, upon reasonable notice and during normal business hours, shall have the right and authority to inspect and audit the financial records of American Communications Management, Inc., regarding the operation within Paulding County, for any period during the term of the franchise.

When American Communications Management, Inc., has an average of more than twenty-five (25) subscribers per linear mile of cable located within Paulding County, the compensation payable to Paulding County shall increase to four (4) percent of the total gross receipts by American Communication Management, Inc., for all cable television service within Paulding County including the premium channel and other fees.

The franchise hereby granted shall be for the term of twenty (20) years. At any time prior to the expiration of said term of twenty (20) years, American Communications Management, Inc., may notify the Paulding County Commission in writing that it desires a renewal thereof for a further period, the Paulding County Commission may renew this franchise from time to time, and further periods not exceeding twenty (20) years at one time. Said renewals shall not be unreasonably withheld.

This franchise shall extend to, benefit and bind the parties hereto, their successors and assigns, respectively. American Communications Management, Inc., shall have the right to assign or transfer this franchise in any manner whatsoever to any successor company or sell, lease, license, or permit such successor company to use or transfer in any manner whatsoever any interest in all or any part of its facilities that are installed or operated hereunder provided however that if any assignment or transfer other than a transfer for purposes of construction financing must be approved by the Paulding County Board of Commissioners.

American Communications Management, Inc., agrees, upon application of any persons in Paulding County, that it will provide service to any and all residents of Paulding County wherein it is possible for American Communications Management, Inc., to service not less than fifteen (15) subscribers per linear cable mile of distance.

The franchise may be terminated upon ninety (90) days written notice delivered to American Communications Management, Inc., that it has materially failed or refused to observe the terms hereof, provided however, that if American Communications Management, Inc., shall prior to the termination date set forth in such notice, cure the stated breach, said notice shall be null and void.

American Communications Management, Inc., agrees that they will begin construction under this franchise agreement within three (3) years of the execution hereof. In the event American Communications Management, Inc., has not begun construction of facilities under this agreement within three (3) years, then this franchise agreement shall be void.

American Communications Management, Inc., shall pay the reasonable expense of any required publication of notice of the granting of this franchise.

(Res. of 6-13-89; Res. of 6-27-89)

[XII]

RESOLUTION GRANTING A RENEWAL FRANCHISE AGREEMENT TO SCRIPPS HOWARD CABLE OF NORTHWEST GEORGIA
STATE OF GEORGIA
COUNTY OF PAULDING

Whereas, Scripps Howard Cable of Northwest Georgia is the assignee of a certain cable television franchise agreement currently operating in the unincorporated area of Paulding County;

Whereas, it appears that cable television franchise agreement is about to expire;

Whereas, the parties are desirous of renewing a cable television franchise agreement as allowed under Georgia Law;

Now therefore, be it resolved by the Paulding County Board of Communications that they hereby grant and renew the cable television franchise agreement to Scripps Howard Cable of Northwest Georgia to operate and maintain a cable system in the unincorporated area of Paulding County, Georgia.

Be it further resolved by the Board of Commissioners that the following resolution and ordinance shall set forth the conditions to accompany the grant of this franchise agreement and shall be controlling as to the grant of the franchise agreement to Scripps Howard Cable of Northwest Georgia:

Section 1. Statement of intent and purpose; authority.

1.01 Statement of Intent and Purpose. Grantee has been operating a cable communications system pursuant to the cable television franchise agreement originally granted on or about 1975 and as amended. Paulding County, by and through its Board of Commissioners (hereinafter "County") intends, by the adoption of this franchise, to authorize the continued operation of a system following the expiration of the current franchise. Such a development can contribute significantly to the communication needs and interests of the County and many individuals, associations, and institutions.

1.02 Authority. Insofar as the State of Georgia has delegated to the County the authority to grant a franchise for cable system operation within the County's territorial boundaries, the County hereby exercises its authority to grant a non-exclusive franchise permitting the operation of a cable system within the County to Scripps Howard Cable of Northwest Georgia (hereinafter "Grantee").

CONDITIONS PRECEDENT TO ISSUANCE OF FRANCHISE.

As a condition of the grant of this renewal franchise agreement, the County and the Grantee have entered into certain negotiations to allow for the expansion, rebuilding, and modernization of the cable system in the unincorporated area of Paulding County.

(Res. of 11-8-94)

Section 2. Required improvements.

2.01 Required Improvements. On or before December 31, 1995, the Grantee agrees to rebuild the cable plant servicing Paulding County so that the plant's activated capacity will be not less than four hundred fifty megahertz (450 MHz) with all amplifier cascades designed and spaced to accommodate conversion to at least five hundred fifty megahertz (550 MHz) capacity. It is reasonably expected by the Grantee that the cost to rebuild, improve, and modernize the cable system plant within the unincorporated area of Paulding County to this capacity shall be approximately $1,500,000.00.

2.02 Bond Required. In order to insure the compliance with the above section 2.01, the Grantee does hereby agree to have a good and sufficient bond in an amount not less than $1,500,000.00 as a performance bond made payable to the County to insure compliance with and expenditure of the plant improvements, said bond to be delivered to the County within thirty (30) days of the date of the approval of this franchise agreement.

2.03 Default. Failure to substantially comply with this section shall be grounds for default as set forth in section 10.02 hereunder and shall be deemed grounds for revocation as set forth in section 10.06 of this franchise.

(Res. of 11-8-94)

Section 3. Definitions.

For the purpose of this franchise, the following terms, phrases, words and their derivations shall have the meaning given herein. Words not defined shall be given their usual, common and ordinary meaning.

3.01 "Basic Cable" the lowest price tier of service that includes the retransmission of local broadcast television signals.

3.02 "Cable Act" collectively means the Cable Communications Policy Act of 1984 and the Cable Television Consumer Protection and Competition Act of 1992, as amended.

3.03 "Cable Service Territory" shall mean the area within the unincorporated area of Paulding County.

3.04 "Channel" shall mean a frequency band which is capable of carrying either or more video signals, a number of audio, digital or other non-video signals, or some combination of such signals.

3.05 "Commission" shall mean the governing authority of Paulding County, as in the Paulding County Board of Commissioners.

3.06 "County" shall mean Paulding County, Georgia and its governing authority.

3.07 "FCC" shall mean the Federal Communications Commission.

3.08 "Franchise" shall mean initial authorization, or renewal thereof, issued by the County, whether such authorization is designated as a franchise, permit, license, resolution, contract, certificate, or otherwise, which authorizes construction and operation of the cable system within the unincorporated area of the County.

3.09 "Grantee" shall mean Scripps Howard Cable of Northwest Georgia and its successors, transferees, or assignees.

3.10 "Gross Revenues" shall mean any and all revenues received by the Grantee from the operation of the system and includes subscriber monthly fees, and installation and reconnection fees derived by Grantee from the operation of the system excluding taxes, fees, or other assessments collected for governmental authorities, subscriber deposits, and programming fees paid by Grantee for non-broadcast program services.

3.11 "Owner" shall mean a person with a legal or equitable interest in ownership of real property.

3.12 "Person" shall mean any corporation, partnership, proprietorship, individual or organization, governmental organization, or any natural person.

3.13 "Public Property" shall mean any real or personal property owned by the County other than a street.

3.14 "Street" shall mean the surface of and the space above and below any public street, road, highway, freeway, lane, path, public way, alley, court, sidewalk, boulevard, parkway, drive or any easement or right-of-way now or hereafter held by or controlled by the County or dedicated for use by the County, use by the general public, or use with cable system operations.

3.15 "Service Area" shall mean the present boundaries of the unincorporated areas of Paulding County and shall exclude any incorporated areas within the County's boundaries.

3.16 "Subscriber" shall mean any person or entity who subscribes to a service provided by Grantee by means of the System.

3.17 "System" shall mean a system of antennas, cables, wires, lines, towers, wave guides or other conductors, converters, equipment or facilities, used for distributing video programming to home subscribers and/or producing, receiving, amplifying, storing, processing, or distributing audio, video, digital or other forms of electrical signals to subscribers.

(Res. of 11-8-94)

Section 4. Grant of Authority.

4.01 Grant of Franchise. The Commission hereby grants unto the Grantee a non-exclusive franchise which authorizes the Grantee to construct and operate a system in, along, among, upon, across, above, over, under, or in any manner connected with the County within the service area for the purposes of constructing, operating, and maintaining a system in the cable service territory. The Grantee is authorized to erect, install, construct, repair, replace, reconstruct, and retain in, on, over, under, upon, across, and along the streets and public property, such lines, cables, conductors, ducts, conduits, vaults, manholes, amplifiers, appliances, pedestals, attachments and other property and equipment as are necessary and appropriate to the operation of the system.

4.02 Franchise Term. The initial term of this franchise shall commence upon the execution of this franchise and shall expire fifteen (15) years from said date unless renewed as herein provided.

4.03 Conditions of Franchise. The rights afforded to Grantee by sections 4.01 and 4.02 are granted subject to the conditions hereinafter provided.

(Res. of 11-8-94)

Section 5. Design and service provisions.

5.01 System Design. Grantee's system has been constructed to include a residential network with a capacity of thirty-four (34) channels which system will be expanded within eighteen (18) months to include a capacity of sixty-five (65) channels.

5.02 Technical Requirements. Grantee shall maintain a system that meets at least the technical standards applied by the FCC. Procedures for testing the technical capacity of the system shall conform with the technical and testing standards applied to cable systems by the FCC. The results of any tests required by the FCC shall be filed annually with County.

5.03 Level of Services. Grantee shall provide a basic service consisting of at least twelve (12) channels of video programming or other programming services. Grantee's current basic program services are set forth in Exhibit A, but Grantee retains the right to add, delete, replace, and/or rearrange programming during the franchise term.

5.04 Service to Public Buildings. The Grantee shall, upon request from the County, provide without charge, one outlet of basic service to each County office, fire station, sheriff's department, and/or public school structures which are passed by the system. These outlets of basic service shall not be used to distribute or sell services in or throughout such buildings, nor shall such outlets be located in areas open to the public. Users of such outlets shall hold the Grantee harmless from and against any and all liability or claims arising out of their use of such outlets including but not limited to those arising from copyright liability.

5.05 Emergency Use. In the case of an emergency or disaster, the Grantee shall, upon request of the County, make available its facilities for the County to provide emergency information and instructions during the emergency or disaster period. The franchising authority shall hold the Grantee, its employees, officers, and assigns harmless from any claims arising out of the emergency use of its facilities by the County including but not limited to reasonable attorney's fees and costs.

(Res. of 11-8-94)

Section 6. Construction provisions.

6.01 Service Area. All residential areas with the Cable Service Territory will be provided with access to service from the system, provided that all such permission as may be required from the owner of the property is reasonably available, and that service to multiple dwelling units need be provided only on terms acceptable to Grantee. In new housing districts, areas with occupancy densities of more than twenty (20) homes per mile which are contiguous to the system will be provided with access to service to the extent service is economically feasible and technically possible. In areas with less than twenty (20) homes per mile, service shall be offered in conformance with Grantee's service extension policies. In addition for persons contiguous to the service area, if they request service where there are less than twenty (20) homes per mile and if that person along with other persons along the requested service area desire to incur the cost of running the cable plant, the Grantee shall run the plant within a reasonable time upon receipt of sufficient monies from those persons requesting service to satisfy the expenses of the Grantee in running the cable plant to this area.

6.02 Construction Requirements. Grantee shall make use of existing poles and other facilities available to Grantee. Grantee may erect its own poles and install its own conduit, with approval of the County, which approval shall not be unreasonably withheld. All poles and conduit installed within the Cable Service Territory shall be made available for attachment or use by Grantee, at just and reasonable rates applied to public utilities under the formula presently established in 47 U.S.C. section 224.

In case of new construction or property development where utilities are placed underground, the developer or property owner shall give Grantee reasonable notice of not less than thirty (30) days prior to such construction or development, and of the particular date on which open trenching will be available for Grantee's installation of conduit, pedestals and/or vaults, and laterals to be provided at Grantee's expense. Grantee 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 property owner.

6.03 Construction Codes and Permits. Grantee shall obtain any required permits from County before commencing construction involving the opening or disturbance of any street or public property. The County shall cooperate with the Grantee and use its best appurtenances, on any street or public property, in such a manner as to cause no unreasonable interference with the usual and customary use of said street or public property of any person.

6.04 Repair of Streets and Public Property. Any and all streets or public property which are disturbed or damaged during the construction, operation or maintenance of the system shall be promptly repaired by Grantee, at its expense and to the condition prior to the disturbance or damage.

6.05 Trimming of Trees. Grantee may cut or trim trees and vegetation interfering with National Electrical Safety Code and other clearance requirements.

6.06 Movement of Facilities. In the event it is necessary temporarily to move or remove any of Grantee's wires, cables, poles, or other facilities placed pursuant to this franchise, in order lawfully to move a large object, vehicle, building or other structure over the streets of the County, upon thirty (30) days prior notice by the County to Grantee, Grantee shall move at the expense of the person requesting the temporary removal of such of his facilities as may be required to facilitate such movements.

(Res. of 11-8-94)

Section 7. Operation and maintenance.

7.01 Annual Reports. Within one hundred twenty (120) days after the end of each calendar year, Grantee shall file with County:

A.

An annual ownership report listing the names and addresses of Grantee's principal management personnel and of those parties having a five (5) percent or greater equity interest in Grantee.

B.

An annual financial statement for the previous fiscal year prepared in accordance with generally-accepted accounting principles applied on a consistent basis, certified by an officer of Grantee.

C.

On request of the County, copies of all public filings made with federal, state, and local agencies with respect to the system.

7.02 Maintenance and Complaints.

A.

Grantee shall maintain an office within the Cable Service Territory which shall be open during all usual business hours, and shall have a publicly-listed, toll-free telephone number, so as to receive subscriber complaints and requests for repairs or adjustments.

B.

Grantee shall render efficient service, make repairs promptly and interrupt service only for good cause.

7.03 Inspection. After reasonable (72-hours) advance notice, County shall have the right to inspect the nonconfidential records of Grantee relating to service within the Cable Service Territory; provided that, in order to protect the privacy of subscribers, inspection of complaint records shall not include records of individual complaints.

7.04 Safety.

A.

Grantee shall at all times take reasonable precautions for preventing failures and accidents which are likely to cause damage or injury to the public, to employees of Grantee, and to public or private property.

B.

All lines, equipment, and facilities within the Cable Service Territory shall at all times be kept and maintained in a safe and suitable condition and in good order and repair.

7.05 Subscriber Practices.

A.

If any subscriber fails to pay a properly due monthly subscriber fee, or any other properly due fee or charge, Grantee may disconnect the subscriber's service outlet, provided, however, that such disconnection shall not be effectuated until (i) after ten (10) days after the due date of said delinquent fee or charge or (ii) upon delivery to subscriber of written notice of the intent to disconnect. After the first disconnection, upon payment in full of the delinquent fee or charge and the payment of a reconnection charge, Grantee shall reinstate the subscriber's cable service.

B.

Grantee shall not deny service, deny access, or otherwise discriminate against subscribers on the basis of race, color, religion, national origin, sex or age. Grantee shall adhere to the equal employment opportunity requirement of the FCC.

C.

The Grantee may conduct promotional campaigns in which rates are discounted or waived.

D.

The Grantee may make special contracts for nonprofit charitable, educational, governmental, and religious organizations.

E.

Grantee may offer bulk rate discounts for multiple unit dwellings, hotels, motels, and similar institutions.

F.

Grantee shall comply with applicable federal law regarding the protection of the privacy of subscribers, including the collection, sale and release of information relating to subscribers.

G.

Grantee shall have authority to promulgate such rules, regulations, terms and conditions governing the conduct of its business as shall be necessary or appropriate to enable Grantee to operate under this Franchise.

(Res. of 11-8-94)

Section 8. Franchise fee.

8.01 Franchise Fee. Grantee shall pay to the County an annual franchise fee in the amount of five (5) percent of its gross revenues. Franchise fees may be passed through to subscribers as a line item on subscriber invoices, and otherwise.

8.02 Payment Period. Payments due the County under this provisions shall be submitted annually for the preceding year, with Grantee's annual report.

(Res. of 11-8-94)

Section 9. Insurance, indemnity.

9.01 Indemnity. Grantee shall indemnify and hold harmless the County at all times during the term of this franchise from and against all claims for injury or damages to persons or property, both real and personal, caused by the construction, erection, operation, and maintenance of the system.

9.02 Insurance. The Grantee shall maintain throughout the term of the franchise a policy of liability insurance covering the Grantee, which shall name the County as an additional insured, in amounts no less than the following, and with such deductibles as are ordinary and reasonable in keeping with industry standards:

A.

Comprehensive General Liability: combined single limit of not less than one million dollars.

B.

Comprehensive Automobile Liability: combined single limit of not less than one million dollars.

(Res. of 11-8-94)

Section 10. Remedies.

10.01 Notice of Violation. County shall provide Grantee with a detailed written notice of any franchise violation upon which it proposes to take action, and a ninety (90) days period within which Grantee may demonstrate that a violation does not exist or to cure an alleged violation, or, if the violation cannot be corrected in ninety (90) days, to submit a plan satisfactory to the County to correct the violation.

10.02 Default. If Grantee fails to disprove or correct the violation within ninety (90) days or, in the case of a violation which cannot be corrected in ninety (90) days and Grantee has timely submitted a satisfactory plan, if Grantee fails to implement the plan, then County may declare the grantee in default, which declaration must be in writing. In the event that the County declares Grantee in default, the County shall have the right to institute legal proceedings to collect damages from the date of declaration of default, or the exercise any other rights and remedies afforded to the County in law or equity, provided, however, that the County may institute revocation proceedings against Grantee only after declaration of default, pursuant to section 10.06 and only on the grounds set forth therein.

10.03 Hearing Available to Grantee. Within fifteen (15) days after receipt of a written declaration of default from the County, Grantee may request, in writing, a hearing before the County or its agent, in a full public proceeding affording due process. Such hearing shall be held within thirty (30) days of the receipt of the request therefor and a decision rendered within ten (10) days after the conclusion of the hearing. Any decision shall be in writing and shall be based upon written findings of act.

10.04 Appeal of Default. Grantee may appeal a declaration of default to arbitration.

10.05 Procedures Applicable to Arbitration. Any arbitration held pursuant to this franchise shall be conducted as follows:

A.

Grantee and the County (or such substitute party to the arbitration) each shall, within fifteen (15) days of the decision to proceed to arbitration, appoint one (1) arbitrator experienced in the cable television business, which arbitrators shall mutually select a third arbitrator of similar qualifications.

B.

Within thirty (30) days after appointment of all arbitrators and upon fifteen (15) days written notice to the parties to the arbitration, the arbitrators shall commence a hearing on the dispute.

C.

The hearing shall be recorded and may be transcribed at the request of either County or Grantee.

D.

At the close of the hearings and within thirty (30) days, the arbitrators shall prepare written findings and serve such decision upon County and Grantee.

E.

The decision of a majority of the arbitrators shall be binding upon the parties to the arbitration.

F.

Either party may seek judicial relief to the arbitrators' decision under the following circumstances:

(1)

Either party fails to select an arbitrator;

(2)

The arbitrators fail to select a third arbitrator;

(3)

One (1) or more arbitrator is unqualified;

(4)

Designated time limits have been exceeded;

(5)

The arbitrators have not proceeded expeditiously; or

(6)

Based upon the record, the arbitrators' decision is arbitrary, capricious, unsupported by substantial evidence, an abuse of discretion, or based upon a mistake of law.

G.

All costs of arbitration shall be borne equally by the parties to the arbitration unless otherwise ordered by the arbitrators.

10.06 Revocation. The County may revoke the franchise only after declaration of default and only for defaults by Grantee arising from the following circumstances:

A.

Material misrepresentation by Grantee to County in information required to be provided under the franchise.

B.

Grantee becomes insolvent or is adjudged a bankrupt.

C.

Grantee willfully violates any material orders or rulings of any regulatory body having jurisdiction over the franchise.

D.

Grantee willfully fails to acquire the insurance required by the franchise.

E.

Grantee fails to cure a violation as set forth in 10.01 or 10.02.

10.07 Procedures Governing Revocation.

A.

The County shall give written notice to the grantee of its intent to revoke the franchise and the lawful grounds therefor. Grantee shall have thirty (30) days from such notice to object, in writing, and to state its reasons for such objection. In the event the County has not received a response satisfactory to it, it may then proceed to place its request for termination of the franchise at a Commission meeting. The County shall cause to be served upon the grantee, at least ten (10) days prior to the time and place of such meeting, a written notice of this intent to request such termination, and the time and place of the meeting, notice of which shall be published by the County at least once, ten (10) days before such meeting in a newspaper of general circulation within the County.

B.

At the designated meeting, the Commissioners shall give the Grantee an opportunity to state its position on the matter, after which it shall determine whether or not the franchise shall be revoked. Grantee may appeal such determination to the Superior Court of Paulding County, which shall have the power to review the decision of the Commission under a writ of certiorari and to modify or reverse such decision, as justice may require. Such appeal to the Superior Court must be taken within thirty (30) days of the issuance of the determination of the Commission. Appeals from the decision of the Superior Court shall be in accordance with Georgia law and rules of procedure.

C.

The Commission may, at its sole discretion, take any other lawful action which it deems appropriate to enforce the County's rights under the franchise in lieu of revocation of the franchise.

10.08 Unauthorized Operations. It shall be unlawful for any person to establish, operate or to carry on the business of distributing to any persons in the Cable Service Territory any television signals or radio signals by means of a system unless a franchise therefor has first been obtained, and unless such franchise is in full force and effect.

10.09 Unauthorized Use.

A.

No person shall intercept, descramble, decode, or receive or assist in intercepting, descrambling, decoding or receiving any signals from the system unless specifically authorized to do so by Grantee. "Assist in intercepting, descrambling, decoding, or receiving" includes the manufacture or distribution of equipment intended by the manufacturer or distributor (as the case may be) for unauthorized reception of signals over a system.

B.

No person shall tamper with, remove or injure any cable, wires, or any other devices used with the system unless specifically authorized to do so by Grantee.

C.

No person shall intentionally deprive Grantee of a lawful charge for cable service.

D.

No person shall resell Grantee's cable services without Grantee's express, written consent.

E.

Grantee may bring an action to restrain or enjoin a violation or threatened violation of this section and for damages resulting from the violation. Grantee shall be entitled to issuance of such an injunction upon a showing that a violation has occurred or will occur, without the need for demonstrating irreparable injury, inadequacy of legal remedies or probability of recovery. The court shall award the greater of five hundred dollars ($500.00) or treble damages and reasonable attorneys' fees to Grantee if Grantee prevails in an action hereunder.

F.

A knowing violation of this section shall be punishable by a fine not to exceed five hundred dollars ($500.00) for each day of infraction.

G.

Grantee is expressly reserved its applicable rights and remedies available in law or in equity.

(Res. of 11-8-94)

Section 11. Miscellaneous provisions.

11.01 Assignability. This franchise shall not be assignable except upon application made to the County at least thirty (30) days before the date of any requests assignment. Upon written request, timely made, the County may hold a public hearing or inquiry into the assignment and may hear or obtain such information as it deems necessary. The decision to grant or deny the assignment of this franchise shall be left to the sound discretion of the Commission.

11.02 Local Governmental Channel. The grantee does hereby agree to make available to the County a local governmental channel. This channel may be operated only at the request of the County at any time it deems best but in all cases subject to the rules and conditions of the grantee as to the transmission of a local governmental channel.

(Res. of 11-8-94)