FRANCHISE AGREEMENT
 

THIS FRANCHISE AGREEMENT, entered into by and between the BOARD OF COUNTY COMMISSIONERS OF HERNANDO COUNTY, FLORIDA, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" and TIME WARNER ENTERTAINMENT-ADVANCE/ NEWHOUSE PARTNERSHIP, hereinafter referred to as "GRANTEE".

(assignment of original agreement to TIME WARNER ENTERTAINMENT COMPANY-ADVANCE/ NEW HOUSE PARTNERSHIP d/b/a Bright House Networks approved by Board of County Commissioners, 11/20/01)

W I T N E S S E T H

WHEREAS, the GRANTEE desires to continue to operate a cable television system in Hernando County, Florida; and

WHEREAS, the COUNTY, pursuant to the laws of the State of Florida, is authorized to grant franchises for the construction, operation, and maintenance of cable television systems; and

WHEREAS, this Franchise Agreement is entered into pursuant to the terms of Hernando County Ordinance 97-18 and other applicable state and federal statutes, laws, rules, or regulations

THE COUNTY AND TIME WARNER (Time-Warner Entertainment-Advance Newhouse Partnership d/b/a Bright House Networks)
HEREBY AGREE AS FOLLOWS

I. PURPOSE

The purpose of this Franchise Agreement, hereinafter referred to as "FRANCHISE", is to grant the GRANTEE a non-exclusive franchise to erect and maintain a cable television system within the unincorporated areas of Hernando County, Florida. The term "GRANTEE", whenever used in this FRANCHISE, shall apply to its successors and assigns, provided COUNTY has given its written consent to any successor or assignee in accordance with the provisions of this FRANCHISE, if any, as fully as if they were an original party to this FRANCHISE.

II. DEFINITIONS

For the purpose of this FRANCHISE, the following terms, phrases, words, and their derivations shall have the meaning given herein, unless the context clearly indicates that another meaning is intended. When not inconsistent with the context, words used in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory.

A. Agency - means the Hernando County Board of County Commissioners.

B. Cable Service - has the meaning provided in federal law.

C. Cable Television System - has the meaning provided in federal law.

D. Channel - means a portion of the electromagnetic frequency spectrum which is capable of delivering both the audio and video portions of a television signal. At the time of enactment of this FRANCHISE, such capability generally requires a 6 MHZ capacity, but this is subject to changes in technology.

E. Customer - means any person receiving cable service from GRANTEE.

F. Educational Access Channel - means a channel reserved for use by local educational institutions for locally originated non-commercial programming associated with local educational functions.

G. Federal Communication Commission (FCC) - is the present federal agency of that name as constituted by the Communications Act of 1934, or any successor agency created by the United States Congress.

H. Franchise Area - means the unincorporated areas of Hernando County, Florida.

I. Governmental Access Channel - means a channel reserved for use by the COUNTY or other local governments for locally originated non-commercial programming concerning local government functions.

J. Gross Revenues - means all revenues recognized in accordance with Generally Accepted Accounting Principles (GAAP) received by GRANTEE which are derived from the provision of cable service in the Franchise Area. Gross Revenues include, but are not limited to, fees charged customers for basic services; fees charged customers for any premium, per-channel, or per-program service; fees charged customers for any tier of service other than basic service; fees charged customers for any program guide delivered via the cable system; installation, disconnection, reconnection and change-in-service fees; late fees; leased access fees; revenue from converter, remote, modem; or any other customer equipment rentals; and the revenues for the cablecast by the Franchisee on the system of any programming developed on or for access channels or institutional users. Gross Revenues also include an allocated portion of any revenue derived from the carriage of system originated advertising or system originated programming including, without limitation, home shopping programming. The allocation shall be based on the number of customers in the Franchise Area divided by the total number of customers on the System. Gross Revenues shall be the basis for computing the franchise fee imposed pursuant to this FRANCHISE. Gross Revenues shall not include payments made to the Franchisee by an affiliate company for the purpose of purchasing transmission capacity on the system. Gross revenues shall not include any taxes on services furnished by the Franchisee which are imposed upon any customer or user by the state, or other governmental unit and collected by the Franchisee on behalf of said governmental unit and which the Franchisee passes on in full to the applicable authority or authorities. Gross Revenue does not include monies which GRANTEE does not receive (i.e., bad debt) or monies refunded to customers, or cable services provided to government or not-for-profit organizations, to employees of Time Warner (Time-Warner Entertainment-Advance Newhouse Partnership d/b/a Bright House Networks) or its subsidiaries or as part of a promotion offered to existing or potential subscribers; but does include services provided for trade out or barter not subject to the exclusions contained herein.

With respect to the monies received by GRANTEE which are attributable to franchise fees, the COUNTY and GRANTEE recognize that 1) the FCC has ruled that these monies are not revenues to cable operators on which franchise fees are to be assessed and 2) this ruling of the FCC is currently subject to challenge in a judicial proceeding. The COUNTY and GRANTEE agree that GRANTEE shall not be liable for payment of a franchise fee on the money which it receives which is attributable to the franchise fee unless and until it is definitively established in law that such monies are revenue which under federal law may be subject to the assessment of the franchise fee and there has been reasonable time to notify customers that the franchise fee will be assessed on these monies.

K. Institutional Network or I-Net - means a voice, data and/or video communications system constructed, operated and/or maintained by the Franchisee for the COUNTY, the transmissions on which are generally available only to, and intended to be sent and received by, persons other than cable subscribers generally.

L. Major Stockholder - is a beneficial owner, directly or indirectly, of ten (10%) percent or more of the issued and outstanding voting stock of any corporation.

M. Person - is any individual, firm, corporation, association, or other legally recognized entity.

N. Public Street - is the surface of and space above and below any public street, avenue, highway, boulevard, concourse, driveway, bridge, tunnel, park, parkway, waterway, dock, bulkhead, wharf, pier, alley, right-of-way, public utility easement, and any other public ground or water within the Franchise Area or belonging to the COUNTY.

O. The COUNTY - is the Hernando County Board of County Commissioners.

III. GRANT OF AUTHORITY

A. The COUNTY does hereby grant unto the GRANTEE the non-exclusive right, privilege, and franchise to erect, maintain, and operate a cable television system and any and every type of transmission or distribution facilities now in existence or hereafter developed incident thereto in, under, over, along, across, and upon the streets, lanes, avenues, alleys, public or utility easements, bridges, highways, and other public places as now exist or may come into existence in the future, and any property which may from time to time be added thereto.

Nothing in this FRANCHISE shall limit the right of the GRANTEE to transmit any kind of signal, frequency, or provide any type of service now in existence or which may come into existence and which is capable of being lawfully transmitted and distributed by those facilities owned and operated by the GRANTEE. The provision by GRANTEE of any service other than cable service shall be subject to all applicable laws and regulations and to any right the COUNTY may have to require fair and reasonable compensation for GRANTEE'S use of the rights-of-way to provide such service, provided that such requirement is non-discriminatory and competitively neutral.

B. The FRANCHISE will authorize the Franchisee to use County roads, streets, and rights-of-ways for installing necessary cable, wires, lines, optical fibers, etc., within specified areas of the County. Any franchise granted will be non-exclusive and will not expressly or implicitly preclude the issuance of other franchises to operate cable systems within the County or necessarily preclude the COUNTY'S right to operate its own cable system.

C. In the event any of the material terms and conditions of any franchise or other right to use the rights-of-way granted to any other party is (are) more favorable (by inclusion, exclusion, or altering of such material provision (s) to such other party than the corresponding terms and conditions of this FRANCHISE, then this FRANCHISE shall be amended to include more favorable terms and conditions.

D. Notwithstanding the grant of a franchise, GRANTEE will still be subject to all applicable state, federal, and county rules, statutes, ordinances, resolutions, and regulations, etc. and to those of the COUNTY which are promulgated in the exercise of its police power and not inconsistent with the terms and conditions of this FRANCHISE.

E. The term of this franchise shall be ten (10) years, commencing on August 26, 1997 and expiring on August 25, 2007. Upon notice of extension given by GRANTEE to the COUNTY prior to May 1, 2004, the term shall be extended for an additional five (5) years until August 25, 2012 unless, 

1) GRANTEE has failed to comply with the provisions of Section IV B and/or Section V of this FRANCHISE and

 2) the COUNTY has provided notice to GRANTEE of such failure prior to August 1, 2004.

IV. SYSTEM REQUIREMENTS

A. The cable television system to be constructed by GRANTEE shall be, at a minimum, installed, maintained, and operated at all times in full compliance throughout the system with the technical standards of the Federal Communications Commission, as they exist on the effective date of this FRANCHISE, or as may hereafter be amended. The results of annual performance tests conducted in accordance with Section 76.601(c), FCC Rules (or such other section of the Rules as shall incorporate its substance) shall be retained for at least five (5) years and available for inspection by the COUNTY.

B. By December 31, 1999 GRANTEE'S cable system shall have the following salient characteristics:

1. 78 video channel capacity.

2. Interactive two-way capability.

3. Capability to receive and transmit satellite distributed programming.

4. Capacity to provide new services, such as polling devices, security alarms, meter reading, digital information transmissions, etc. at such time as GRANTEE believes such services are technically feasible and economically justified. GRANTEE shall provide to the COUNTY Administrator a quarterly report in writing on its progress in upgrading its system during the period it is performing such upgrade.

C. GRANTEE shall maintain and operate its system and render efficient service in accordance with the terms and conditions of this FRANCHISE.

D. The cable system and all equipment will be capable of providing service on a full time basis, i.e., twenty-four hours per day, seven days per week.

E. Whenever it is necessary to shut off or interrupt service for the purpose of making repairs, installations, or adjustments, GRANTEE shall do so at such times as will cause the least amount or inconvenience and unless unforeseen and immediately necessary, it shall give reasonable notice thereof to its customers.

F. The GRANTEE agrees and binds itself to extend its lines and to serve any and all applicants for cable television service whose dwellings or places of business are located within the franchise area and who in good faith have signified their willingness to subscribe for such television service; provided that these applicants are in an area of density of at least thirty (30) dwelling units per cable mile. For purposes of this section, if GRANTEE has not been granted the authority by an owner or association of owners to extend its facilities to individual apartments, condominiums, and co-operative units within the interior of a multiple-unit buildings or complex of multiple-unit buildings, then any such multiple-unit building or complex of multiple-unit buildings shall be considered a single dwelling unit. Density per cable mile shall be computed by dividing the number of dwelling units in the area by the length, in miles or fractions thereof, of the total amount of aerial or underground cable necessary to make service available to the dwelling units in such area in accordance with the GRANTEE'S system design parameters. The cable length shall be measured from the nearest point of access to the then-existing system, provided that extension is technically feasible from that point of access, and located within the public streets. The total cable length shall exclude the drop cable necessary to serve individual Customer premises.

The installation of extensions required hereunder will be at the expense of the GRANTEE, except where such extension would require:

1. A drop line of more than one hundred fifty (150) feet from the GRANTEE'S distribution line, and

2. Unreasonable or uneconomical expenses by the GRANTEE, considering the potential service revenue to be derived there from.

G. For applicants in areas with a density of less than thirty (30) dwelling units per cable mile, the GRANTEE may extend its lines and service to those applicants at its discretion.

H. The GRANTEE shall have the right to prescribe the reasonable service rules and regulations for the conduct of its business, not inconsistent with the provisions of this FRANCHISE. GRANTEE shall provide a copy of any such written rules and regulations to the COUNTY. The GRANTEE shall have the responsibility of interpreting and administering such rules and regulations on a fair and equitable basis.

I. The GRANTEE shall maintain its service in accordance with such reasonable standards regarding uniformity of transmission, input RMS noise levels, and channel voltages, so as to conform to highest industry standards. For the purpose of implementing the terms of this section, the GRANTEE shall maintain, without charge, adequate test equipment to perform periodic tests to determine whether such standards are being complied with. The GRANTEE shall cooperate to permit the COUNTY, or its qualified representatives, to observe such tests upon request.

J. The GRANTEE'S distribution system shall be operated with complete freedom from spurious radiation to the extent required by federal regulations. Equipment adequate to detect spurious radiation shall be furnished by the GRANTEE at its expense.

K. The antenna, receiving equipment, and distribution system shall be installed and maintained so as to give a reasonable noise-free picture on each channel received.

L. The installation and maintenance of equipment shall be such that no objectionable intermodulation distortion will occur.

M. Installation and maintenance of equipment shall be such that standard NTSC color signals shall be transmitted to any customer/receiver without objectionable picture degradation.

N. GRANTEE will provide and maintain general stand-by power for each head end and battery stand-by power for its system plant to provide for continuous operations of and systems for two hours.

O. GRANTEE at its own expense will perform tests designed to demonstrate compliance with the technical standards of the FCC as required by the FCC and shall, upon request, provide copies of the test results to the COUNTY or permit inspection thereof by the COUNTY.

V. INSTITUTIONAL NETWORK

A. GRANTEE shall design, construct, operate, and maintain capacity on its cable system which shall be available for use by the COUNTY as an Institutional Network ("I-Net"). The I-Net shall extend to the sites listed in Exhibit A; and include the equipment set forth in Exhibit B; and meet the technical specifications set forth in Exhibit C.

B. COUNTY shall have, responsibility and liability for the purchase, installation, construction and maintenance of the terminals and all peripheral and/or end-user equipment connected to the I-Net, subject to GRANTEE'S approval with respect to the compatibility of such equipment with the I-Net.

C. Commencing upon activation of the I-Net to all the sites listed in Exhibit A, COUNTY shall pay a fee for use of the I-Net in the amount of one thousand two hundred ($1200) dollars per month for the balance of the term of this FRANCHISE and any extensions thereof. Prior to activation of all sites listed in Exhibit A, the COUNTY shall pay a fee for use of the I-Net in the amount of $86.00 per month per activated site, except that there shall be no charge based on activation of the link between the County Courthouse and County Jail.

D. All right, title, and interest in all the I-Net Facilities and all other equipment and materials provided by GRANTEE hereunder shall at all times remain exclusively with GRANTEE. All right, title, and interest in all associated facilities and equipment provided by the COUNTY shall at all times remain exclusively with the COUNTY.

E. The I-Net Network shall be for the use of the COUNTY as set forth herein and no portion thereof shall be used by any other person at any time, whether for payment or not. The I-Net shall be used only for non-commercial educational and governmental purposes. The I-Net shall not be used to transmit or receive any communication (in whatever form, whether video, audio, data, voice or otherwise) destined to or originating from any other network, including without limitation, the facilities of any local or long-distance telephone company except with the consent of GRANTEE which consent may not be denied unless GRANTEE is willing to provide such transmission at a charge no greater than the COUNTY would pay any third party for such transmission. Any use of the I-Net other than as permitted herein shall be on terms and conditions agreed to by GRANTEE and the COUNTY.

F. GRANTEE shall, at the COUNTY'S request, connect additional educational and governmental institutional sites to the I-Net. Any such additional connections will result in an increased monthly fee for use of the I-Net which shall be as reasonably determined by GRANTEE, taking into account the construction and maintenance costs of such additional connections. If COUNTY can connect such additional educational or governmental institutional sites to the I-Net at a cost less than that determined by GRANTEE, then COUNTY may connect such additional sites to the I-Net.

VI. CONDITIONS ON STREET OCCUPANCY AND SYSTEM CONSTRUCTION

A. The GRANTEE'S transmission and distribution systems, poles, posts, wires, and appurtenances shall be located, erected, and maintained so that none of it shall unreasonably interfere with the lives of persons, or unreasonably interfere with any improvements the COUNTY may deem proper to make, or unreasonably hinder or obstruct the free use of the streets, alleys, bridges, or other public property. Construction and maintenance of the transmission distribution system, including house connections, shall be in accordance and in full compliance with all applicable rules and regulations.

B. In the maintenance and operation of the television transmission distribution system, and in the course of any new construction or addition to its facilities, the GRANTEE shall proceed in a reasonably safe manner and so as to cause the least possible inconvenience to the general public. and in a reasonably safe manner. Any opening or obstruction in the roads, streets, or other public places made by the GRANTEE in the course of its operations shall be guarded and protected at all times by placement of adequate barriers, fences, or boarding, the bounds of which, during periods of dusk and darkness, shall be clearly designated by warning lights.

C. Any pavements, sidewalks, curbing, right-of-way, or other area taken up, or any excavations made by the GRANTEE shall be done under permits issued by the proper officials of the COUNTY, and shall be done in such manner as to give the least inconvenience to the inhabitants. GRANTEE shall, at its own cost and expense, replace and restore any pavements, sidewalks, curbing or other paved areas and grass areas which it has disturbed to as good a condition as before the work involving such disturbance was done, and shall also make and keep full and complete plats, maps and records on computer showing the exact locations of its facilities located within the public streets, ways, and easements of the COUNTY. These maps shall be filed by the GRANTEE with the Planning Department and Zoning Division and the Public Works Department.

D. The GRANTEE shall not place any fixtures or equipment where the same will unreasonably interfere with existing gas, electric, telephone, or wire lines, fixtures and equipment; and the location by the GRANTEE of its lines and equipment shall be in such manner as to not unreasonably interfere with the usual travel on said streets, alleys, and public ways.

E. GRANTEE shall, at its expense, protect, support, temporarily disconnect, relocate, or remove, any of its property when required by the COUNTY by reason of traffic conditions, public safety, road construction change of street grade, installation of sewers, drains, water pipes, power lines, signal lines, tracks, or any other type of municipal improvements; provided, however, that the GRANTEE shall, in all cases, have the privilege of abandoning any property in place.

F. GRANTEE shall, on the request of any person holding a building moving permit, temporarily raise or lower its wires to permit the moving of buildings. The expense of such temporary removal or raising or lowering of wires shall be paid by the person requesting same, and the GRANTEE shall have the authority to require such payment in advance. The GRANTEE shall be given not less than 48 hours' advance notice to arrange for such temporary wire changes.

G. GRANTEE shall have authority to trim the trees upon and overhanging the public streets upon obtaining prior approval of the Public Works Department so as to prevent the branches of such trees from coming in contact with the wires and cables of the GRANTEE.

H. In all sections of the Franchise Area where the cable, wires, or similar facilities of public utilities are placed underground, the GRANTEE shall place its cables, wires or other like facilities underground to the extent that existing technology reasonably permits the GRANTEE to do so.

I. GRANTEE'S cable in COUNTY rights-of-way shall be buried to the depth specified in generally applicable COUNTY regulations in effect at the time of installation.

J. Construction and maintenance of the cable television system, including house connections, shall be in accordance with the provisions of the National Electrical Safety Code prepared by the National Bureau of Standards, the National Electrical Code of the National Board of Underwriters, and such applicable regulations of the COUNTY affecting electrical installations in effect at the time when the particular installation or maintenance is performed. The system shall be adequately grounded according to best cable industry practices.

K. Except in an emergency, twenty-four (24) hours prior to any disturbance of a public street, GRANTEE shall notify the appropriate COUNTY office of such construction plans and shall coordinate the work with such office before beginning such construction.

L. In the event the COUNTY shall elect to alter or change any road, street, alley, easement or public way requiring the relocation of the facilities of GRANTEE, the GRANTEE, upon reasonable notice by COUNTY shall remove and relocate the same at its own expense.

M. Subject to the provisions of applicable law including without limitation 47 U.S.C. 547, in the event that any part of the cable system is discontinued or abandoned for a continual period of twelve (12) months or longer or has been installed in any COUNTY right-of-way without complying with the requirements of COUNTY rules or ordinances, or if this FRANCHISE is terminated or canceled or expired without right to renewal, Franchisee after thirty (30) days written notice by the COUNTY may be required to commence removal of all such property in the public rights-of-way as the COUNTY may require, except for such property which is installed underground.

VII. SAFETY REQUIREMENTS

GRANTEE shall, at all times;

1. Install and maintain its wires, cables, fixtures, and other equipment in accordance with the requirements of the County's Building Code and other applicable codes and ordinances, and in such manner that they will not interfere with any installations of the COUNTY.

2. Keep and maintain in a safe, suitable, substantial condition, and in good order and repair, all structures, lines, equipment, and connections in, over, under, and upon the streets, sidewalks, alleys, and public ways or places of the COUNTY, wherever situated or located.

VIII. SERVICE STANDARDS

The GRANTEE'S equipment shall be installed and maintained in compliance with applicable federal regulations. Workman-like standards shall be maintained in the installation of drop cable to the feeder lines leading from the trunk lines to the service outlets, with all holes in walls through which cables or wires must pass being carefully closed and sealed so as to minimize the danger of water, bug, and rodent invasion of the interior rooms. The GRANTEE shall operate the system so that there will be no unreasonable interference with television reception, radio reception, telephone communications, or other installations which are now or may hereafter be installed and in use in the COUNTY.

IX. SERVICE STANDARDS - BUSINESS OFFICE - RESOLUTION OF COMPLAINTS

Throughout the life of its franchise, GRANTEE shall:

1. Maintain all parts of its system in good condition and in accordance with standards generally observed by the cable television industry. Sufficient employees shall be retained to provide safe, adequate, and prompt service for all of its facilities.

2. The cable operator will maintain a local, toll-free, or collect call telephone access line which will be available to its customers 24 hours a day, seven days a week.

3. Trained company representatives will be available to respond to customer telephone inquiries during normal business hours.

4. After normal business hours, the access line may be answered by a service or an automated response system, including an answering machine. Inquiries received after normal business hours must be responded to by a trained company representative on the next business day.

5. Under normal operating conditions, telephone answer time by a customer representative, including wait time, shall not exceed thirty (30) seconds when the connection is made. If the call needs to be transferred, transfer time shall not exceed thirty (30) seconds. These standards shall be met no less than ninety (90%) percent of the time under normal operating conditions, measured on a quarterly basis.

The operator will not be required to acquire equipment or perform surveys to measure compliance with the telephone answering standards above unless an historical record of complaints indicates a clear failure to comply.

6. Under normal operating conditions, the customer will receive a busy signal less than three (3%) percent of the time.

7. Customer service center and bill payment location, will be open at least during normal business hours including some evening or weekend hours, will be conveniently located in Hernando County, and shall meet the access requirements of the Americans with Disability Act to the extent applicable.

8. Under normal operating conditions, each of the following four standards will be met no less than ninety five (95%) percent of the time measured on a quarterly basis.

a) Standard installations will normally be performed within seven (7) two (2) business days after an order has been placed. "Standard" installations are those that are located up to 125 feet from the existing distribution system. In case of unusual circumstances or conditions GRANTEE shall have seven (7) business days to perform the installation.

b) Excluding conditions beyond the control of the operator, the cable operator will begin working on "service interruptions" as soon as possible unless there are extenuating circumstances. The cable operator must begin actions to correct other service problems the next business day after notification of the service problem.

c) The "appointment window" alternatives for installations, service calls, and other installation activities will be either a specific time or, at maximum, a four-hour time block during normal business hours. (The operator may schedule service calls and other installation activities outside of normal business hours for the express convenience of the customer.)

d) An operator may not cancel an appointment with a customer after the close of business on the business day prior to the scheduled appointment.

9. If a cable operator representative is running late for an appointment with a customer and will not be able to keep the appointment as scheduled, the customer will be contacted. The appointment will be rescheduled, as necessary, at a time which is convenient for the customer.

10. The cable operator shall provide written information on each of the following areas at the time of installation of service, at least annually to all customers, and at any time upon request:

a) Products and services offered;

b) Prices and options for programming services and conditions of subscription to programming and other services;

c) Installation and service maintenance policies;

d) Instructions on how to use the cable service;

e) Channel positions programming carried on the system; and,

f) Billing and complaint procedures. including the address and telephone number of the COUNTY'S cable office;

g) Credit policy;

h) Lock-out devices;

I) Disclosure policies;

j) Privacy

11. Customers and the COUNTY will be notified of any changes in rates, programming services, or channel positions as soon as possible in writing. Notice must be given to customers and the COUNTY a minimum of thirty (30) days in advance of such changes if the change is within the control of the cable operator. In addition, the cable operator shall notify customers and the COUNTY thirty (30) days in advance of any significant changes in the other information required by paragraph 10 of this section. Cable operator shall endeavor to provide thirty (30) days notice of any increase in rates or charges imposed by any federal, state, or county authority. Where thirty (30) days notice can not be given, such notice as practicable will be given. Notwithstanding any other provision, a cable operator shall not be required to provide prior notice of any rate change that is the result of a regulatory fee, franchise fee, or any other fee, tax, assessment, or charge of any kind imposed by any federal agency, State or County authority on the transaction between the operator and the customer.

12. Bills will be clear, concise, and understandable. Bills must be fully itemized, with itemizations including, but not limited to, basic and premium service charges and equipment charges. Bills will also clearly delineate all activity during the billing period, including optional charges, rebates, and credits.

13. In case of a billing dispute, the cable operator must respond to a written complaint from a customer within thirty (30) ten (10) days or at such time as is practicable under the circumstances.

14. Refunds: Refund checks will be issued promptly, but no later than either:

a) The customer's next billing cycle following resolution of the request or thirty (30) days, whichever is earlier, or

b) The return of the equipment supplied by the cable operator if service is terminated.

15. Maintain information regarding complaints received which require a service call and the measures taken to resolve them. This information shall be available to the COUNTY upon request, subject to the requirements of applicable law, including, without limitation, those regarding customer privacy.

16. Permit the COUNTY to inspect and witness tests of the system's technical equipment and facilities upon reasonable notice.

17. In the event of GRANTEE'S failure to provide cable service lasting longer than 24 4 hours if the length of such failure was not due to an act of God or circumstances beyond the control of the GRANTEE, GRANTEE shall provide a pro rata credit to each affected customer upon request. The affected customer shall receive credit on the next month's billing following such failure.

18. The GRANTEE shall notify customers at the time of initial subscription to the system of the procedure for reporting and resolving complaints by delivering to each customer a written notice.

19. GRANTEE shall take adequate measures to protect customer privacy as provided in applicable law.

20. GRANTEE shall maintain a policy providing a refund credit or complimentary service to affected customers if GRANTEE misses a service call or installation.

21. GRANTEE shall perform an annual customer satisfaction survey regarding the cable service provided. Such survey results shall be made available to the COUNTY upon request.

21. In the event of GRANTEE'S material failure to meet the standards set forth in this Section IX, the COUNTY may demand of GRANTEE the payment of liquidated damages in an amount not to exceed $1,000 for each quarter for which GRANTEE so fails to meet the standards. The COUNTY may make such demand only after, 1) providing GRANTEE notice that the COUNTY believes GRANTEE has materially failed to comply with the standards of Section IX and the basis for such belief and a reasonable opportunity to cure; and 2) holding a public hearing upon thirty (30) days notice at which hearing GRANTEE shall have an opportunity to be heard, unless GRANTEE waives the right to such a hearing.

X. SERVICES TO COUNTY, SCHOOLS, AND GOVERNMENT BUILDINGS

A. Prior to December 31, 1999, GRANTEE shall make available one channel as an Educational/Governmental Access Channel. After December 31, 1999, GRANTEE shall make available one channel as an Educational Access Channel and one channel as a Governmental Access Channel. In the event that at any time during the FRANCHISE term after December 31, 1999, both these access channels are programmed with non-duplicative programming an average of 18 hours per day over a six-month period, then GRANTEE shall make available, upon request of the COUNTY, one additional channel as Educational/Governmental Channel for so long as the need for such channel continues. Live meetings of the Hernando County Commission will be carried as Government Access programming. Control of these channels shall be shared with other franchising authorities in the local area.

B.

i. During the first year of the term of this FRANCHISE, GRANTEE shall provide a grant to the COUNTY in the amount of $65,000 to purchase or lease production equipment. Any of these funds not expended by December 31, 1999 shall be returned to GRANTEE.

ii. On or before March 1 of each subsequent year of the term of this Agreement, GRANTEE shall provide a grant to the COUNTY for the purchase or lease of production equipment and/or operational expenses in an amount equal to $1.20 times the number of GRANTEE'S subscribers in the COUNTY as of December 1 of the previous calendar year. Any of these funds not expended by December 31 of the year in which they are granted shall be returned to Grantee. No funds may be accumulated by COUNTY for purchase of equipment in excess of $20,000; any funds in excess of that amount shall be returned to GRANTEE. These funds will be placed in a separate account and only used for the purposes stated in this FRANCHISE. The COUNTY will provide an accounting to GRANTEE of the expenditure of these funds.

iii. The production equipment purchased by the funds provided under this Section X.B. will be used primarily for the production of programming for carriage on the educational and governmental access channels, but also may be used for other non-commercial, educational, and governmental incidental uses, such as the production of training tapes. The operational expenses paid for by the funds provided under this Section shall be operational expenses of the educational and governmental access channels.

C. GRANTEE shall provide at least one free basic cable service outlet to all County buildings and all public schools within the franchise area which are located within 200 feet of its activated plant and shall provide additional outlets for basic cable service at a charge which will not exceed GRANTEE'S cost of labor and materials.

D. Upon successful development by GRANTEE and/or its affiliates Time Warner Cable ("TWC") (Time-Warner Entertainment-Advance Newhouse Partnership d/b/a Bright House Networks) and Time Inc. of an on-line service for personal computers, GRANTEE will provide each connected school with a free connection to this on-line service to the extent it is available on the GRANTEE'S cable system. Upon request, each connected school will receive one free modem and free access to the TWC/Time Inc. (Time-Warner Entertainment-Advance Newhouse Partnership d/b/a Bright House Networks) on-line service for use during the school year. Additional modems will be made available, upon request, at cost. Free access to the TWC/Time Inc. (Time-Warner Entertainment-Advance Newhouse Partnership d/b/a Bright House Networks) on-line service will be provided through each such modem for use during the school year.

E. GRANTEE shall interconnect its system with adjacent cable systems, provided that the operators of the adjacent cable systems agree and are willing to share the costs of such interconnection on an equitable basis (i.e., with due regard to the respective benefits to GRANTEE and its customers and the other cable operator(s) and its/their customers); and the costs to GRANTEE are reasonable in light of the benefits to GRANTEE and its customers.

F. To the extent required by applicable federal laws and regulations regarding emergency information, GRANTEE shall incorporate into its cable system the capability for the COUNTY in times of emergency to override the audio portion of all channels; shall designate a channel, which may be a Government Access Channel, to be used for emergency broadcast for both audio and video and shall maintain and operate the system to allow the transmission of emergency information.

G. GRANTEE will comply with all applicable federal laws and regulations regarding equipment which facilitates the reception of cable service by the hearing impaired.

XI. RATES

GRANTEE shall comply with federal law relating to rate regulation. The COUNTY shall not be prohibited from regulating rates for cable services to the full extent permitted by law.

XII. DISCRIMINATION PROHIBITED

GRANTEE shall not illegally discriminate in its rates, charges, or availability of service, or grant illegal preferences or advantages to any customers or potential customers or group of customers prejudicing any other group. Franchisee may not discriminate in providing service or services to customers or users on the basis of age, race, creed, religion, color, sex, handicap, national origin, marital status, political affiliation. except discounts may be provided to senior citizens, the economically disadvantaged, or handicapped that are applied in a uniform and consistent manner. Nothing herein prevents GRANTEE from providing bulk discounts to multiple dwelling buildings to the extent that these discounts are permitted by law. Franchisee may not deny cable services to any potential customer because of the income of the area in which any customer resides

Franchisee shall not discriminate against any person in employment or compensation or in terms and conditions of employment or discharge from employment because of age, race, creed, religion, color, sex, disability, national origin, marital status, or political affiliation. Franchisee must comply with all federal, state, and local regulations governing employment discrimination.

XIII. LIABILITY AND INDEMNIFICATION AND INSURANCE

A. GRANTEE shall pay, and by its acceptance of this FRANCHISE specifically agrees to pay, any and all damages or penalties which the COUNTY may be legally required to pay arising out of the negligence, or willful misconduct of GRANTEE. These damages or penalties shall include, but shall not be limited to, damages arising out of copyright infringement, and all other damages arising as a result of GRANTEE'S negligence or willful misconduct in the installation, operation or maintenance of a cable television system under this ordinance whether or not the acts or omissions complained of are authorized, allowed or prohibited by the FRANCHISE.

B. GRANTEE shall also pay all expenses incurred by the COUNTY in defending itself with regard to any and all damages and penalties mentioned in subsection (A) above. These expenses shall include all out-of-pocket expenses, including reasonable attorney's fees.

C. The GRANTEE shall maintain, throughout the term of the franchise, liability insurance insuring the GRANTEE and the COUNTY with regard to all damages mentioned in subsection (A) above, caused by GRANTEE or its agent in the minimum amounts of:

1) Workmen's compensation insurance as provided by the laws of the State of Florida.

2) $3,000,000 for bodily injury or death to any person.

3) $3,000,000 for property damage resulting from any one accident.

4) The amounts set forth in Subsections C may be increased by the COUNTY no more frequently than once every three years, provided that the percentage of such increase does not exceed the increase in the regional Consumer Price Index.

The insurance policies obtained by GRANTEE in compliance with this section shall be issued by a company or companies reasonably acceptable to the COUNTY, and a current certificate or certificates of insurance, along with written evidence of payment of all required premiums, shall be filed and maintained with the COUNTY upon request during the term of the FRANCHISE. Said policies shall name the COUNTY as an additional insured and shall contain a provision that a written notice of cancellation or reduction in coverage of said policy shall be delivered to the COUNTY thirty (30) days in advance of the effective date thereof.

5) GRANTEE shall obtain and maintain, at its sole cost and expense, a surety bond in the amount of one hundred thousand ($100,000) dollars conditioned on the faithful performance of the terms and conditions of this FRANCHISE. COUNTY may draw upon such bond in the amount of any damages suffered by the COUNTY as a result of GRANTEE'S failure to abide by the terms and conditions of this FRANCHISE, provided that prior to drawing upon the bond, COUNTY has given GRANTEE reasonable notice of the failure and a reasonable opportunity to cure it.

XIV. COMPENSATION

In further consideration of the granting of this FRANCHISE for the use of County streets, roads, and rights-of-way to construct and operate its cable system, the GRANTEE will pay to the COUNTY five (5%) percent of Gross Revenue during the term of this FRANCHISE if permitted by applicable law and regulations. The COUNTY may reduce this percentage at any time upon notice to GRANTEE. Franchise fees will be paid to the COUNTY on a quarterly basis no later than sixty (60) days after the end of the quarter. With payment of quarterly franchise fees, GRANTEE shall provide an unaudited statement of Gross Revenues used to calculate the quarterly franchise fee payment and an explanation of the method of computation reasonably satisfactory to COUNTY. The COUNTY shall have the right to audit the Franchisee with respect to payment of the franchise fee and Franchisee will pay all costs of the audit in the event the audit shows a discrepancy of more than five (5%) percent.

On an annual basis GRANTEE shall file with the COUNTY, upon the request of the COUNTY, within one hundred twenty (120) days after close of the Franchisee's fiscal year, a financial statement showing the computation of Gross Revenues used to calculate the franchise fee for the preceding year and a detailed explanation of the method of computation. This statement shall be certified by an independent certified public accountant. or the Franchisee's chief financial or other duly authorized officer. GRANTEE shall provide COUNTY at the same time it submits its annual report a list of sites where "free" cable service is provided in exchange for "trade out" or barter services, subject to the exclusion contained herein. Franchisee will bear the cost of the preparation of these financial statements and these costs will not be included as part of the franchise fee.

The franchise fee payment is not a payment in lieu of any other tax fee or assessment legitimately imposed by the Franchisor. COUNTY will have the right to reasonably inspect books of Franchisee to determine franchise fee liability. Franchisee will be assessed a late payment if the fee is not received by the due date. Such late charges or interest paid by Franchisee is not to be deducted from the franchise fee.

If the FRANCHISE is terminated for whatever reason, Franchisee will file with the COUNTY within sixty (60) one hundred and twenty (120) days of termination an audited certified financial statement certified by an independent certified public accountant showing Gross Revenues received by the Franchisee since the end of the previous fiscal year so that adjustments can be made for franchise fees due when Franchisee's operations have ceased.

XV. FILINGS AND COMMUNICATIONS WITH REGULATORY AGENCIES.

A. At the end of each fiscal year, Franchisee shall provide to the COUNTY an annual report summarizing the previous year's activities as to the development of the system showing such information as services initiated and/or discontinued; number of basic customers and units of pay subscriptions; homes passed; miles of cable distribution; etc.

Franchisee shall also include a financial statement including such matters as statement of revenue and statement of sources of revenue.

B. Copies of all petitions, applications, and communications concerning the cable system in Hernando County submitted by the GRANTEE to the FCC, Securities and Exchange Commission, or any other federal or state regulatory commission or agency having jurisdiction in respect to any matters affecting a cable system in the COUNTY, shall be submitted to the COUNTY upon request.

XVI. ABANDONMENT OF EASEMENT

In the event any public street under or upon which the GRANTEE shall have located its facilities shall be closed, abandoned, vacated, or discontinued, the COUNTY may terminate such easement or license of the GRANTEE hereto; provided, however, in the event of this termination of easement, the person or persons, firm or corporation requesting such termination shall pay to the GRANTEE, in advance, its costs of removal and relocation of the removed facilities in order to continue its service as theretofore existing, or the GRANTEE shall retain an easement on all sides of the facilities not less than ten (10') feet in width, from the center line of such facilities, for the benefit of the GRANTEE and its facilities.

XVII. TERMINATION

A. The COUNTY may terminate this FRANCHISE in the event GRANTEE shall refuse, or neglect to correct any failure to comply with any material requirement contained in this FRANCHISE.

B. Should the COUNTY determine that GRANTEE is not, in its opinion, in compliance with this FRANCHISE, it shall so notify GRANTEE, in writing. GRANTEE shall, within ninety (90) days, bring the franchised system into compliance, or if compliance cannot be achieved within ninety (90) days make a good faith effort to achieve compliance.

C. If compliance has not been achieved, or good faith progress is, not being made toward compliance, the COUNTY may schedule a public hearing to determine whether the FRANCHISE should be revoked. The GRANTEE and the public shall be given at least thirty (30) days notice of such a hearing, and all interested parties shall be heard in open hearing. At the conclusion of the public hearing, the COUNTY shall determine whether the FRANCHISE should be terminated due to failure to achieve or make good faith progress towards compliance and shall set forth, in writing, the facts and reasons upon which its decision is based. Good faith progress toward compliance will be deemed to have been met if GRANTEE is current with the time line indicated in Exhibit "A".

D. For purposes of this Section, it shall be a material failure to comply with a material requirement of this FRANCHISE if GRANTEE shall apply to any tribunal for the appointment of a trustee or receiver of any substantial part of its assets, or an order shall be entered appointing such trustee or receiver or adjudicating the GRANTEE bankrupt or insolvent, or approving the petition in any such proceeding, and such order remains in effect for sixty (60) days.

XVIII. TRANSFER

A. This FRANCHISE shall be a privilege which is personal to the original GRANTEE. It shall not be sold, transferred, leased, assigned, or disposed of, in whole or in part, either by sale, merger, consolidation, or otherwise, without prior consent of the COUNTY. Any such transfer or assignment shall be made only by an instrument in writing, which shall include an acceptance of all terms and conditions of the FRANCHISE by transferee, a duly executed copy of which shall be filed with the COUNTY within thirty (30) days after any such transfer or assignment.

B. COUNTY shall examine the proposed assignee's legal, financial, technical, character, and other qualifications to construct, operate, and maintain a cable television system in the COUNTY and afford all interested parties an opportunity to be heard on the question.

C. Consent of the COUNTY shall not be unreasonably refused or withheld; provided, that the proposed assignee possesses the requisite qualifications and agrees, in writing, to comply with all provisions of the FRANCHISE.

D. Any change in actual working control of the GRANTEE shall be deemed a transfer under this Section. Transfer of twenty (20%) percent or more of the voting securities of a corporate GRANTEE to a person not presently a stockholder shall create a rebuttable presumption of a change of control.

E. No such consent shall be required for a transfer:

1) In trust, or system assets by mortgage or by other hypothecation, to secure an indebtedness;

2) To a parent, subsidiary, or other entity under common control with GRANTEE; or

3) To a corporation whose stock is held by the same stockholders as GRANTEE.

XIX. COUNTY REGULATIONS

GRANTEE shall at all times during the term hereof be subject to all lawful exercise of the police power of COUNTY and to such reasonable regulations as COUNTY shall thereafter by resolution or ordinance provide which are not in conflict with the provisions of this FRANCHISE.

XX. CONTENTS OF FRANCHISE AGREEMENT

This FRANCHISE constitutes the entire agreement between the parties, and no other representations or oral agreements of any nature exist between the parties. This FRANCHISE may be amended only by a writing executed by both parties.

XXI. PERFORMANCE EVALUATION

The COUNTY may, at its discretion in every second year of the term of this FRANCHISE hold evaluation sessions upon reasonable notice to the GRANTEE.

All evaluation sessions shall be open to the public.

Topics which may be addressed or special evaluation session may include, but not limited to, system performance, GRANTEE'S compliance with this FRANCHISE, customer service and complaint response, customer privacy, franchise fees, penalties, possible applications of new technologies on the system, judicial and FCC filings, and line extensions.

As a result of an evaluation session, the COUNTY or GRANTEE may propose an amendment to the terms of this FRANCHISE (a "Proposed Modification"). GRANTEE and the City COUNTY will, in good faith, review the terms of the Proposed Modification and consider amending this FRANCHISE accordingly, provided that any improvements to the Cable System contained in the Proposed Modification can be instituted through technology which has been demonstrated to be feasible for its intended purpose, in an operationally workable manner, and in a manner which is normally profitable with respect to each such improvement within the remaining term of the FRANCHISE.

XXII. DELAYS AND FAILURES BEYOND CONTROL OF THE GRANTEE OR THE COUNTY.

Notwithstanding any other provisions of this FRANCHISE, the GRANTEE or the COUNTY shall not be liable for delay in performance of, or failure to perform, in whole or in part, its obligations pursuant to this FRANCHISE due to strike, unavailability of materials, or equipment, war or act of war (whether an actual declaration of war is made or not), insurrection, riot, civil disturbance, sabotage or vandalism, customer tampering or interference, act of public enemy, accident, fire, flood, or other events, to the extent that such causes or other events are beyond the control of the GRANTEE or the COUNTY.

BOARD OF COUNTY COMMISSIONERS

HERNANDO COUNTY, FLORIDA

Attest: ________________________ By: ____________________________________

KAREN NICOLAI RAY LOSSING

Clerk Chairman

TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE PARTNERSHIP
(Time-Warner Entertainment-Advance Newhouse Partnership d/b/a Bright House Networks)

By: ___________________________________

EXHIBIT "A"

LOCATIONS AND APPROXIMATE TIME FRAMES

All time frames are best estimates. Hernando County will be notified in writing of any circumstances which result in a change being necessary.

It is also anticipated that in June of 1998 Time Warner Communications (Time-Warner Entertainment-Advance Newhouse Partnership d/b/a Bright House Networks) will have a link in place to HITV which could provide a path for live commission hearings.

EXHIBIT "B"

EQUIPMENT

• Fiber: Siecor - Double Jacket (Single Armor) Standard Mini Bundle, Loose Tube Configuration. Single Mode Fiber

• Two Fibers Per Location (The one exception to this will be the County Jail which will have four fibers.)

• Field Splice Enclosures: Multilink Starfighter TM 2000F (24 count or less).

• AT&T Fiber Pack Plus (over 24 count).

• Demarcation Point: 12" x 12" Wall Mounted Lock Box with Ground Lug.

EXHIBIT "C"

TECHNICAL SPECIFICATIONS

• Fiber: Corning Optical Fiber

• Cladding Diameter: 125.0 +/- 1.0 micrometer

• Mode Field (Core) Diameter 9.3 +/- 0.5 micrometer at 1300 nm

• 10.5 +/- 1.0 micrometer at 1550 nm

• Dispersion: Zero dispersion wavelength - 1301.5 - 1321.5 nm

• Attenuation: 0.35/0.25 dB/km at 1310/1550 nm

• Attenuation Uniformity: No Point discontinuity greater than 0.1 dB.

• Stranding Method: Reverse Oscillation

• Outer Jacket: Medium Density Polyethylene

• Armor: Copolymer-coated, Corrugated Steel (0.27 mm, 10 mil)

• Central Member: Steel

• Fiber protection/Administration: Filled Dual-Layer Buffer Tube

• Pulling Tension: 600 lbs

• Single Mode Fiber

Splicing: All splices will be microprocessor fusion spliced using a Sumitoma Electric Fusion Splicer

• Type 35SE

• All splices will have an average splice lose of .05 dB or less per splice

• All links will be tested utilizing an Optical TDR with actual reading recorded.